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HomeMy WebLinkAbout184168 04/14/2010 CITY OF CARMEL, INDIANA VENDOR: 00351260 Page 1 of 1 ONE CIVIC SQUARE BAKER DANIELS CARMEL, INDIANA 46032 PO BOX 664097 CHECK AMOUNT: $10,000.00 INDIANAPOLIS IN 46266 CHECK NUMBER: 184168 CHECK DATE: 4/14/2010 DEPARTMENT ACCOUNT PO NUMB INVOICE NUMBER AMOUNT DESCRIPTION 1180 4340000 21602 9255 10,000.00 LEGAL FEES BAILER DANIELS LLP 300 NORTH MERIDIAN STREET, SUITE 2.700 INDIANAPOLIS, INDIANA 46204 -1782 (31.7)237 -0300 March 17, 2010 Invoice Mayor James Brainard 49255 Carmel City Hall One Civic Square Carmel, IN 46032 03 -30 -1081 .1 6 L) Mail Remittance To 03- 30- 10�95�ZZ, 9P' Bakery Daniels P C?- Box 60 Indianapolis, Indium 46266 -4091 F[.D. I.D. 1/35- 0837902 983588.1 Hamilton County Coalition /Legislative March 2010 Retainer $10,000.00 Accounting 318165v1 BAKER r kDAN 1 E LS COPY EST. 1863 JOSEPH L SMITH, JR. BAKER DANIELS LLP Partner 300 North Meridian Street, Suite 2700 Direct 317.237.1009 Indianapolis, Indiana 46204.1782 joseph.smith@bakerd com Tel 37.7.237.0300 Fax 317.237.1000 www.bakerdzinicis.com January 21, 2010 Mayor James Brainard Carmel City Hall One Civic Square Carmel. IN 46032 Re: 91.1 Wireless Fees /2010 Indiana Leiislature Dear Mayor Brainard: Our purpose in writinc this letter is to confirm that the "Hamilton County Coalition" has engaged Baker R Daniels LI.,P to represent it as described below and Outline the terms of Our This letter is directed to each Of the members of the Hamilton County Coalition, including the City of Carmel. Please be advised that while our client is the Hamilton County Coalition and not the individual members of the Coalition, it is the individual members that are responsible for paying our work on behalf ol'the Hamilton County Coalition. Although we would prefer to confirm these matters in a less formal manner. it is now our regular practice to use a standard engagement letter, including the attached "Terms and Conditions of Engagement," because experience has demonstrated that the attorney /client relationship is enhanced by a mutual understanding ol our services and fee arrangenlcnts. If you have other terms or guidelines you regularly use for outside counsel please let us know and we will be happy to review them. However, the terms Of our engagement will be governed by this engagement letter and the attaclment, unless we agree otherwise in \ut You have engaged us to pursue legislation that will provide a funding solution for a consolidated emergency C0111111t1111cation Center In Hanllltoll County. In addition. we will explore legislation to address the differences with 911 wired and wireless user fees. Our desire is to provide a stable funding source for a consolidated emergency communication center. The fee for our services is $20,000.00. The first installment of $10,000.00 should be paid upon receipt Of this letter. The second installment will be sent on the first of March 2010. You are free to discontinue Our le relationship with thirty (30) days notice. Should you choose to discontinue the enpgement, you would only be responsible for the amount Incurred up to that point. As referenced herein, additional terms and conditions are set forth in t11e attachment hereto. We would encourage you to pay particular attention to the provision regarding (a) the definition of our client and the fact that we will not treat affiliates and aoor3ol 598,1,107vl Mayor James Brainard -2- January 21, 2010 We trust this letter and attached "Terms and Conditions of Engagement" are satisfactory to you. Your signature will confirm that you have read and agreed to all such terms. including the attached Terms and Conditions of Engagement. This agreement will take effect on the date of your signature or when we first perform services, whichever is earlier. Please date and sign the original of this letter and retain it for your own Giles, and date and sign the enclosed copy of this letter and return it io us. Please let us k.now immediately if that is not the case. Otherwise, we will proceed in our representation of you with the express understanding that you have accepted the terms set forth in this letter, including the attached Terms and Conditions of Engagement. Of course. feel free to contact me if you have any questions regarding the terms set forth in this engagement letter, and feel free to discuss With me any aspect of the firm's representation, including personnel and billing, at any time during the course of our representation of you. We appreciate this opportunity to serve you and look forward to working with YOU. We commit to represent your interests vigorously and efficiently. Sincerely, BAKE-R& DAME[ S LLP Fay: J eph L. Allitli. In Accepted this day of 2010 by: Signature Printed: Sim m 5 A 1lV ti IQ D Title: o f2 13DDI30I ?9544070 Authorized by: Doug as C. Haney, City AAorney Date: l aw 1% 0 Approved and Adopted this day of 20 CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: 1 mes Brainard, Presiding Officer Date: Mary A Burke, Member Date: Lori S.t a jso< Member Date: 3 r� ATTEST: Diana Cordray, [MCA, CIA-Treasurer Date: ar 3- !o Terms and Conditions of .En,ajZentent The following terms and conditions of engagement shall apply to representation by Baker Daniels LLP as set forth in the letter to which this "Terms and Conditions of Engagement" is attached. (When we use the pronoun "you" in this letter, we mean our client in this engagement. When the client is an entity, we have addressed this letter to the client's authorized representative, but the pronoun "you" refers to the entity client.) Scope of Engagement The scope of our engagement is set forth in the letter to wwhich this "Terms and Conditions of Engagement" is attached. The scope of our engagement may change if you ask us to provide different services, and we agree in writing to provide them or we actually provide them and bill you for them. If our engagement changes, the terms set out in this letter will apply to the changed engagement, unless we enter into a further agreement modifying or superseding this one. Our engagement may be terminated by either one of us by written notice to the other. In representing a client that is an entity, we do not thereby also separately represent affiliates, parents, subsidiaries or other legal persons related to the entity "Affiliates nor do we separately represent the owners, officers, directors, founders, managers members, general partners, limited partners or employees of the entity (the "Constituents in their individual capacities or with respect to their individual affairs. We will rely upon you to inform them of this fact where appropriate. We will look to the addressee of this engagement letter for our instructions on behalf of the entity, unless you inform us otherwise in writing. Therefore, for purposes of applying ethical rules relatin to conflicts, you a��ree that: (l) ave may treat the addressee entity of this letter as our sole client, and our client does not include any Affiliate or Constituent; and (2) our representation of you will not give rise to any conflict of interest in the event other clients of ours are adverse to any Affiliate or Constituent. Professional Responsibil We will provide strictly legal services to you in connection with this engagement. In providing legal services, we shall be C,11-11ded by, and will not adopt positions or engage in conduct that would violate the letter or the spirit of, the Rules of Professional Conduct in effect in the jurisdictions in which we practice. You are not relying upon us for, and we are not providing, any financial, investment or accounting advice or decisions or any investigation of the character or credit of persons with whom you may be dealing. And, of Course. you understand that we cannot and do not guarantee any particular outcome in any matter we are requested to handle. Fees and Expenses The general basis for our charges for services is set forth in the letter to which this "Terms and Conditions of Engagement" is attached. Unless we have agreed in writing to be bound by a specific amount, any estimate will be just that a good faith estimate and not a guarantee or a "not -to- exceed" figure. We reassess our hourly rates from time to tune, usually on an annual basis; but rates may change more often. Changes may or may not apply across the board to all timekeepers. Unless otherwise agreed with you, our bills will show timekeepers' time recorded on this engagement in minimum increments of one -tenth of an hour, even though the actual time upended may be less. BDDt301 5984407%,l We are committed to providing quality legal services and value that exceeds the cost of out services. We will attempt to discharge this engagement efficiently and cost effectively. To those ends, the individuals who we assign to work on this engagement may include attorneys and paralegals who are resident at the firm's multiple offices. We have found that this approach to staffing enables us to deploy on our clients' behalf the skills that we believe are needed, regardless of the individual's location. We encourage your comments on staffing. We also use independent contractors and "contract" attorneys and paralegals from time to time. On occasion at the request of a client, we will attempt in good faith to estimate the fees and costs of a particular matter. In addition to fees, you will be responsible to pay for disbursements and certain other expenses incurred as a result of this engagement. Our charges for these expenses generally reflect our direct and indirect costs but charges for certain items exceed our actual costs. We currently charge 15� per page for photocopies and 95� per page for outgoing faxes. Certain ancillary services, such as computer research and document reproduction, are used more extensively in connection with some matters than others. Consequently, such services are billed on the basis of direct Utilization. Generally, we do not advance costs for disbursements to third parties; you will be billed direct for such costs. Billing Practices Our standard practice is to bill monthly for both services and costs. Payment will be considered to be past due after 30 days of receipt, and a late charge of I% per month will be charged on amounts not paid within 30 days from the first day of the month following the date of the invoice. If you have any questions or concerns about how your bill was calculated or the form in which it was presented, please bring it to our attention promptly. To facilitate prompt payment, unless we are instructed otherwise in writing, bills will be rendered only to you, and responsibility for payment will be yours solely. If we have more than one client in this engagement, each is jointly and severally obligated to pay us, unless we expressly agree otherwise in writing. Any outside arrangements you may have for reimbursement, insurance, indemnification or the like will not change your obligation. Regular, timely payment in full is a condition to our continuing to render legal services. You agree that we may suspend or terminate our services and may withdraw from this engagement in the event our fees, other charges and retainer requirements are not timely paid or funded. In addition, if our engagement is terminated by either one of us for any reason, you will, of course remain obligated to pay us all fees and other charges to and including the termination date. Unless we agree- otherwise in writing, your obligation to pay us is not contingent upon a settlement, judgment or closing. If our representation results in a monetary recovery by litigation or arbitration award, judgment or settlement, or by other realization of proceeds, you hereby grant us an attorneys' lien on those funds in the amount of any sums due us. Consent to Conflicts In the future, we may be asked to represent debtors in possession, creditors' committees or other parties in interest in bankruptcy cases in matters adverse to you. Such matters for such clients would be unrelated to our work for you. This letter confirms that you have kindly consented to all such future representations adverse to you, and you agree that you will not use our acceptance. -2- 13DDBOI �984407vl or continuance of representations for yrou as a basis to attempt to disqualify us from representing clients adverse to you in such matters. Of course the firm will not accept an engagement adverse to you that is the sane or substantially related to any representation the firm is discharging or has discharged for you. Also currently and in the future, we may be asked to represent investment banking firms or other Financial institutions, real estate development companies builders, other businesses, institutions or individuals in matters adverse to you, including representations in connection with nnunicipal finance transactions, matters relating to seeking economic development incentives, zoning approvals land use approvals, development plan approvals variances, dispute resolutions and other proceedings and property tax appeals. Such matters for such clients would be unrelated to our work for you. This letter confirms that you have kindly consented to all such existing and future representations adverse to you and you agree that you will not use our acceptance or continuance of representations for you as a basis to attempt to disqualify us from representing clients adverse to you in such matters. As we previously discussed, we represent a number of clients that may own and develop real estate in Hamilton County, Indiana. Because you are a public body governing persons who reside or transact business in your jurisdiction some of our clients, including these land owners and developers, may have business bei'ore you from time to time. Because of this fact we cannot participate in any discussions or decisions concerning how a proposed zoning ordinance, tax abatement or other similar matter would affect a specific project pending before the Council or regarding a specific parcel of real estate without having first identified ownership and other interests in the real estate to determine if a conflict exists and, if necessary, clearings such conflict with the owner or developer. As provided above, if we determine after that revie%v that such a conflict exists, and we determine to refrain from providing services to you in connection with Chat matter, this letter confirms that you consent to our representation of those other parties, and you agree that you will not use our acceptance or continuance of representations for you as a basis to attempt to disqualify us from representing clients adverse to you in such matters. Again, the firm will not accept an engagement adverse to you that is the same or substantially related to any representation the firm is discharging or has discharged for you. As one example of a matter that we will refrain from representing you in connection with, and that you consent to our continued representation of our other clients in, we represent Brownina companies and its affiliates and associates in development matters before the Council. Confidentiality. Electronic Communication and Course of Conduct Baker Daniels LLP is committed to maintaining the confidentiality of information that our clients entrust to us. As lawyers, this is our ethical duty. It is also a principle of" client service that is of paramount importance to us. Email, Extranet and other forms of electronic communication are increasingly important business tools; and we make appropriate use of them in communicating with our clients. However, there are risks associated with them. While we have no reason to suppose that our own email or other electronic communication systems are not secure you should be aware that information sent 01 stored electronically might be accessed by third parties. When appropriate we may conun►.tnicate f3DDB015954407vI with you by email Unless you ask us not to do so. Please note that email can be subject to delays and non- delivery. In appropriate circumstances you should confirm with us that we have received and read your email communication. We have measures in place to protect against sending or receiving viruses, but we cannot guarantee that these will be completely effective. We trust that you take your own precautions against possible virus infection. In order to assist you effectively and efficiently, we expect you will provide us with the factual information which relates to this subject matter of this engagement and that you will make any appropriate business or technical decisions. We believe you should be actively involved in [he strategy and management of your legal affairs and our goal is to encourage candid and frequent communication between us. We will consult with you at appropriate junctures as the engagement progresses. Ordinarily, such consultations are conducted in person or by telephone; but if you desire that vve coliununicate in writing in a particular instance, please let us know. In addition, we may on occasion choose to communicate with you In writing. In the course of this engagement, you may be asked to read and perhaps sign various legal documents. Please read the documents carefully so that you thoroughly understand them. If you have any question whatsoever, you should address it to us right away. You hereby consent to our sharing information concerning your representation with personnel of our consulting arm, B &D Consulting, when we conclude that such sharing may enable such personnel to aid us in providing comprehensive service to you. We also advise you that in some situations, our lawyers may designate such consulting personnel to act as paralegals in directly aiding our lawyers in the provision of legal services. Unless you indicate otherwise, we will include you on our electronic mailing list to receive legal updates, newsletters and general information from the firm. Files and Records After this engagement has ended and you have paid us for all services, you may request the return of your files. (II you have not paid Lis, we will have the right to assert a retaining lien on your files.) We will retain your tiles for ten years following the conclusion of this engagement. If you do not request the Tiles in writing before the end of that ten -year period upon the expiration of that period, we will have no further obligation to retain the files and may in our discretion, destroy the files without further notice to you. You acknowledge that all client- supplied materials are your property and are subject to your record retention policy, not ours. 'Through this provision, we seek to limit the inadvertent retention oh four property in our files over and beyond the time frame required by your record retention policy. Termination of I ngagement This engagement will terminate upon the completion of the matters for which we have been engaged and that are described in this letter, unless you have expanded the scope of the engagement or retained us on a separate matter -4- nDDBO 15954407v 1 0 o INDIANA RETAIL TAX EXEMPT PAGE c i of Ca CERTIFICATE NO. 0031 20155 002 0 PURCHASE ORDER NUMBER r FEDERAL EXCISE TAX EXEMPT 35- 60000972'C ONE CIVIC SQUARE THIS NUMBER MUST APPEAR ON INVOICES, A/P CARMEL, INDIANA 46032 -2584 VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE, FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL 1997 PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION VENDOR AC_t r' {w e 114P �y SHIP �i`r/ `"+t f lid TO s Al -`/GAD .CONFIRMATION BLANKET CONTRACT PAYMENT TERMS FREIGHT I QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION Ad f J �7 /0 OL90foi) 9111 ro 0 FL G am p. Send Invoice To: i l f PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECTACCOUNT AMOUNT PAYMENT p� Oct A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS'THE P.O. NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN AFFIDAVIT ATTACHED. SHIPPING INSTRUCTIONS I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN SHIP REPAID. THIS APPROPRIATION SUFFICIENTTO PAY FOR THE ABOVE ORDER. C.O.D. SHIPMENTS CANNOT BE ACCEPTED. ORDERED BY ti •v. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABELS. �q THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 TITLE L fk� AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. CLERK TREASURER f DOCUMENT CONTROL NO A. COPY SIGN AND RETURN TO CLERK OFFICE VOUCHER NO. •WARRANT NO. ALLOWED 20 IN THE SUM OF ON ACCOUNT OF APPROPRIATION FOR Board Members PO# or INVOICE NO. ACCT /TITLE AMOUNT DEPT. I hereby certify that the attached: invoice(s), or ill(s) is (are) true and correct and that the aterials or services itemized thereon for hick charge is made were ordered and received except rX 20 Signature Title Cost distribution ledger classification it claim paid motor vehicle highway fund Prescribed by State Board of Accounts City Form No. 201 (Rev. 1995) ACCOUNTS PAYABLE VOUCHER CITY OF CARMEL An invoice or bill to be properly itemized must show: kind of service, where performed, dates service rendered, by whom, rates per day, number of hours, rate per hour, number of units, price per unit, etc. Payyee BAKER DANIELS LL Purchase Purchase Order No. Dot P. O. Box 664091 Terms Indianapolis, Indiana 46266 -4091 Date Due Invoice Invoice Description Amount Date Number (or note attached invoice(s) or bill(s)) 4 -8 -10 9255 Legal services provided to the City of Carmel per the $10,000.00 attached invoice Total IV 1 1 hereby certify that the attached invoice(s), or bill(s), is (are) true and correct and I have audited same in accordance with IC 5- 11- 10 -1.6. 20 Clerk- Treasurer VOUCHER NO. WARRANT NO. ALLOWED 20 BAKER DANIELS LLP IN SUM of P. O. Box 6 640 9 1 I ndianapolis, IN 46266 -4091 $10,000.00 ON ACCOUNT OF APPROPRIATION FOR DEPARTMENT OF LAW 1.180 i 430 -40000 `Legal Fees Board Members Post or INVOICE NO. ACCT /TITLE AMOUNT DEPT. I hereby certify that the attached invoice(s), or 21602 9255 $10,000.00 bill(s) is (are) true and correct and that the materials or services itemized thereon for which charge is made were ordered and received except g 20 C7 na u e Cost distribution ledger classification if Title claim paid motor vehicle highway fund