HomeMy WebLinkAboutQuarles and Brady LLP/LEGAL/Legal Representation Quarles 135 North Pennsylvania Street Attorneys at Law in
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Writer's Direct Dial:317-399-2811
E-Mail:joel.tragesser@quarles.com
May 22, 2024
PRIVILEGED AND CONFIDENTIAL
VIA ELECTRONIC MAIL ONLY
Samantha Karn, Corporation Counsel
City of Carmel
Department of Law
One Civic Square
Carmel, IN 46032
skarn@r,carmel.in.em
RE: Legal Representation
Dear Samantha:
We are very pleased the City of Carmel has selected Quarles & Brady LLP for legal
representation. We thank you for your expression of confidence in us. This letter confirms the
engagement of our Firm to provide legal services to the City of Carmel and describes the scope of
our representation,the basis on which fees and expenses will be billed,and other important aspects
of our representation. If you have any questions about these provisions, or if you would like to
discuss possible modifications, please contact me.
1. Client: Scope of Representation. City of Carmel will be our client in the matters
discussed in this letter. Our work will include legal work for City of Carmel in connection with
trademarks, copyrights, patents, IT agreements, and other general intellectual property.
2. Tern:of E 1 I.L..'eniL'nt. Either you or we may terminate the engagement at any time
for any reason by written notice, subject on our part to applicable rules of professional conduct. In
the event we terminate the engagement, we will take reasonably practicable steps to protect your
interests in the above matter. If you terminate our services, you will promptly pay us for all fees,
charges and expenses incurred prior to the date of our receipt of the termination and for any work
required to affect a transition to new counsel. We reserve the right to withdraw from representing
you if, among other things, you fail to honor the terms of this engagement letter -- including
nonpayment of our bills, you fail to cooperate or follow our advice on a material matter, or we
Samantha Kam
May 22, 2024
Page 2
become aware of any fact or circumstance that would, in our view, render our continuing
representation unlawful or unethical.
Unless previously terminated, our representation will terminate upon our sending you our
final bill for services rendered. If you request, we will return your original papers and property to
you promptly. We may retain copies of the documents. We will retain your file after the conclusion
of the representation for the period of time discussed in the records retention section of this letter
agreement set forth below.
3. Client Responsibilities. We will provide legal counsel and assistance to City of
Carmel in accordance with this letter and will rely upon information and guidance you and other
City of Carmel personnel provide to us. We will keep you reasonably informed of progress and
developments and respond to your inquiries.
In order to enable us to provide the services set forth in this letter, you will disclose fully
and accurately all facts and keep us apprised of all developments relating to this matter. You agree
to pay our bills for services and expenses in accordance with this engagement letter. You will also
cooperate fully with us and be available to attend meetings, conferences, hearings, and other
proceedings on reasonable notice, and stay fully informed on all developments relating to this
matter.
4. Staffing. I will be the attorney primarily responsible for the representation and will
be assisted by associates. It is our mission to provide the highest quality legal services in an
efficient, economical manner. As a result, we involve attorneys and paralegals at our Firm with
the experience appropriate to the task at hand. If you have any questions or comments about our
services, staffing, billings, or other aspects of our representation, please contact me. It is important
to me and to Quarles & Brady LLP that you are satisfied with our representation and
responsiveness at all times.
5. Fees and Expenses. Our fees are based primarily upon the billing rate for each
attorney and paralegal devoting time to this matter with certain trademark filings billed pursuant
to the attached fixed-fee schedule. Each lawyer and paralegal has an hourly billing rate based
generally on his or her experience and special expertise. I will review your bills. The hourly rate
multiplied by the time spent on your behalf,measured generally in tenths of an hour, is the primary
basis for determining our fee. My billing rate will be$685/hour. We adjust these billing rates from
time to time to reflect changes in levels of experience and economic factors affecting our Firm.
When our rates change, we will notify you in writing and the bills you receive from us after the
effective date of the rate change will reflect the rate adjustment.
Samantha Karn
May 22, 2024
Page 3
Charges for services, while based primarily on hourly rates, are also determined after
considering a variety of other factors, such as the novelty and difficulty of the issues involved, the
skills needed to perform the legal services properly, special timing requirements and the results
obtained. We are always pleased to discuss our bills with you to ensure we both understand the
basis for them and to avoid any misunderstanding.
We include separate charges on our bills for services such as messenger and delivery
service,travel expenses, filing fees and pay-as-you-go online database charges. We do not charge
for routine regular photocopying, U.S. postage, facsimiles and, unlike most law firms, we do not
charge separately for online legal research using Westlaw's research tools. We generally do not
pay fees and expenses of others (such as consultants, appraisers, and local counsel). The provider
of these services will bill you directly.
We generally bill on a monthly basis,which helps to keep you informed of the time devoted
to and progress of your matter. Payment is due upon receipt by check payable to Quarles & Brady
LLP. Please include your invoice number (listed on the bill) along with your payment. We will
charge interest at the rate of 1.5%per month(18%per annum) on bills remaining unpaid 60 days.
You agree to bear the costs we incur in collecting overdue accounts, including reasonable
attorneys' fees and all other costs. If any statement remains unpaid for more than 90 days, we may
cease performing services for you until we make arrangements with you for payment of
outstanding bills and future bills. We may withdraw from representing you if you do not pay us.
6. Opinions and Beliefs. Since the outcome of legal matters is subject to factors that
cannot always be foreseen, such as the uncertainties and risks inherent in the legal process, it is
understood we have made no promises or guarantees to you concerning the outcome of this or any
other matter and cannot do so.
7. Limited Liability Partnership. Our Firm is a limited liability partnership ("LLP").
Because we are an LLP, no partner of the Firm has personal liability for any debts or liabilities of
the Firm except as otherwise required by law,and except that each partner can be personally liable
for his or her own malpractice and for the malpractice of persons acting under his or her actual
supervision and control. As an LLP, we are required by our code of professional conduct to carry
a certain level of malpractice insurance, and the Firm carries coverage with limits in excess of that
amount. Please call me if you have any questions about our status as a limited liability partnership.
Samantha Karn
May 22, 2024
Page 4
8. Conflicts. We represent many other companies and individuals.It is possible during
the time we are representing City of Carmel,some of our present or future clients will have disputes
or transactions with you and/or your affiliates. You agree we may continue to represent or may
undertake in the future to represent existing or new clients in any matter not substantially related
to our work for you even if the interests of such clients in those other matters are directly adverse
to you. We ask for similar agreements from other clients to preserve our ability to represent City
of Carmel when we are engaged by others. We agree, however, your prospective consent to
conflicting representation contained in this paragraph shall not apply in any instance where, as a
result of our representation of City of Carmel, we have obtained proprietary or other confidential
information, that, if known to the other client, could be used by that client to your material
disadvantage. We will not disclose to the other client(s) any confidential information received
during the course of our representation of City of Carmel.
9. Electronic Communications. We communicate from time to time with our clients
via facsimile, mobile telephone, and e-mail. These forms of communication are not completely
secure against unauthorized access. There is some risk of disclosure and loss of attorney-client
privilege in using these forms of communication because they do not ensure the confidentiality of
their contents. If you object to our using any one or more of these forms of communication, please
let me know immediately and we will attempt to honor that request.
10. Records Retention. The Firm's policy with respect to retention of client records is
to retain such records for a period of six (6) years from the date a matter is closed. For various
reasons, including the minimization of unnecessary storage expenses, we reserve the right to
destroy or otherwise dispose of any such records retained by us at the end of the Firm's retention
period, without further notice.
This letter agreement contains the entire agreement between Quarles & Brady LLP and
City of Carmel regarding our representation of City of Carmel and the fees,charges, and expenses
to be paid. If you are in agreement with the terms of this letter, please sign below and return this
letter to me. We are pleased to have this opportunity to represent City of Carmel and assure you
we will represent you as diligently and economically as possible.We thank you for your expression
of confidence in us. If you have any questions about these provisions, or if you would like to
discuss possible modifications, please contact me.
Very truly yours,
QUARLES & BRADY LLP
JET:kh Joel E. Tragesser
Samantha Karn
May 22, 2024
Page 5
ACCEPTED AND AGREED
The undersigned, by duly authorized signature below, agrees to engage you pursuant to
the terms set forth in this letter.
City of Carmel
is/Sanrahtha S Kash
/s/Sa man tha S.Karn(Jun 14,202409:48 EDT)
Printed: Samantha S. Karn
Title: Corporation Counsel
Date: June 13 . 2024
QB\88504340 I