186115 06/07/2010 CITY OF CARMEL, INDIANA VENDOR: 00352785 Page 1 of 1
0 ONE CIVIC SQUARE BINGHAM MCHALE LLP CHECK AMOUNT: $19,213.64
,o CARMEL, INDIANA 46032 PO BOX 2024
INDIANAPOLIS IN 46206 -2024 CHECK NUMBER: 186115
CHECK DATE: 6/7/2010
DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION
902 4340000 408064 12,882.94 SALE CONTRACT ANALYSI
902 4460807 408064 6,330.70 SALE OF ENERGY CENTER
Bingham McHale LLP 2700 Market Tower 1 10 West Market Street
Indianapolis, Indiana 45204 -4900
A T T A R N E Y S A T L A w 317.635.8900 1 Tax I.D. No. 35- 0854235
Carmel Redevelopment Commission 04/20/10
Attn: Les Olds, AIA Invoice No. 408064
30 W. Main St., Suite 220
Carmel, IN 46032
Client: 704862
Matter: 91866 Sale Contract Analysis Memorandum
FOR PROFESSIONAL SERVICES RENDERED AND DISBURSEMENTS INCURRED through April 19, 2010 as
described in more detail in the accompanying statement
Current Charges for Matter 91866 $12,882.94
Sale Contract Analysis Memorandum April 20, 2010
Invoice No. 408064
FOR SERVICES THROUGH April 19, 2010
PROFESSIONAL SERVICES
Date 6 Ut Description Hours
03/15/10 HWS Review memo from Barnes Thornburg; review statutory citations and other 3.00
provisions of selected statutes and cases
03/16/10 HWS Research various issues in analysis memo; teleconference with B. Donaldson 2.00
re: Installments Sale Contract vs. Lease issues
03118/10 HWS Prepare for and have conference call with B. Donaldson, S. Steinbart and K. 3.00
Haas re: Installment Sale Contract issues; correspondence to K. Haas
03/19/10 DBW Review Memo; conference with Hans Steck 0.60
03/19/10 HWS Work on Installment Sales Contract analysis "real estate" issues re: Lease vs. 3.00
Inst. Sale Cont. under Ind. law); conference with D.B. Weese re: estates under
Ind. law; request for copies of Contracts
03/22/10 HWS Conference with DBW re: review of real estate issues (Installment Sale 0.50
Contract)
03/23/10 DBW Review form of Installment Sale Contract and draft Memorandum; prepare e- 1.70
mail to Hans Steck re: Contract review
03/23/10 HWS Review DBW analysis of Installment Sale Contract 0.50
03/24/10 DBW Complete review of draft Memorandum and prepare notes and comments; 3.60
conference with Hans Steck; finalize comments and forward to Hans Steck for
review
03/24/10 HWS Conference with B. Weese re: review of Installment Sale Contract and B &T 1.50
memo; review analysis and questions developed by B. Weese as to conclusion
in B &T memo
03/25/10 DBW Prepare for and participate in conference with Hans Steck re: review of CRC 1.70
issues; review additional CRC transaction documents
03/25110 HWS Conference with B. Weese re: issues with B &T memo and reply memo outlining 1.00
fact and legal issues to be discussed further with B &T and K. Haas; e-
correspondence to B &T and K. Haas
03/26/10 DBW Conferences with associate re: research project; review case cited in 2.20
Memorandum; review related agreements
03/26/10 TV1 Research Indiana cases re land contract v. muhicipal bond and substance v. 5.30
form
03/26/10 HWS Conference with DBW re: research on Court "piercing through" form of 0.50
transaction to characterize substance
03/30/10 DBW Conferences with Hans Steck; review cases and Memorandum; prepare e-mail 1.80
to Hans Steck with summary analysis and additional questions
03/30/10 HWS Review research and position e -mail from B. Weese; conference with B. Weese 1.00
04/01/10 DBW Review revised Memorandum; conference with Hans Steck 0.40
Sale Contract Analysis Memorandum April 20, 2010
Invoice No. 408064
04/01/10 HWS Review new draft of memo from B. Donaldson; conference with DBW; 1.50
teleconference with B. Donaldson and follow -up e- correspondence
$12,774.00
SUMMARY OF TIME
Timekeeper Rate Hours Amount
Vachirasomboon, T. 205.00 5.30 1,086.50
Weese, D. 325.00 12.00 3,900.00
Steck, H.W. 445.00 17.50 7,787.50
Current Fees For Matter 91866 34.80 $12,774.00
CHARGES AND DISBURSEMENTS
Date Description Amount
Computerized Research 27.74
Color Copies 9.00
Copying (361 Copies 0.20 /Copy) 72.20
Current Fees For Matter 91866 $12,774.00
Current Disbursements For Matter 91866 108.94
Current Charges For Matter 91866 $12,882.94
Bingham McHale LLP 2700 Market Tower 10 West Market Street
Indianapolis, Indiana 46204 -4900
A T T o a N E v s a T L a w 317.635.8900 1 Tax I.D. No. 35- 0854235
Carmel Redevelopment Commission 04/15/10
Attn: Les Olds, AIA Invoice No. 407885
30 W. Main St., Suite 220
Carmel, IN 46032
Client: 704862
Matter: 90179 Energy Center (CRC -P7C)
FOR PROFESSIONAL SERVICES RENDERED AND DISBURSEMENTS INCURRED through March 31, 2010 as
described in more detail in the accompanying statement
Current Charges for Matter 90179 $6,330.70
Energy Center (CRC -P7C) April 15, 2010
Invoice No. 407885
FOR SERVICES THROUGH March 31, 2010
PROFESSIONAL SERVICES
Date Atty Description Hours
06/26/09 RLS Energy project; K. Haus; e- mails; P. Grills no charge 0.40
07/01/09 RLS Meeting w /Haas and L. Olds; review info for meeting; conference w /J. Duffy no 2.40
charge
07/02/09 RLS Review issues no charge 0.50
03/16/10 RLS Energy Center; conference w /R. Wilmering; RFQ; e- mails; set meeting; 0.70
conference RFQs
03/17110 RLS Review engagement and discuss RFQ process re Energy Center; need to have 1.40
engineering, operations; expand service to additional City agencies and
buildings; ability; set meeting
03/22/10 PHG Prepare for meeting with Redevelopment Commission; review I.C. 8 -1 -2 et seq. 3.50
Utility Regulation; review Speedway Utility Management case; IURC Orders;
conference with R. Seger re factual background and regulation of hot water and
chilled water; conference with A. Maue re status of development and utility
system plans; meeting with L. Olds, staff and K. Haas
03/22/10 RLS Meeting; Wallack's offer; K. Haas; L. Olds; pre meeting and post meeting; 2.90
prepare and outline procedures
03/23/10 PHG Conference with J. Pittman, NRG Thermal, re central utility plant, expansion of 2.00
Carmel industrial energy system; further review of IURC rules re rate regulation
for district energy systems; conference with D. Thomas, Assistant Director,
Electric Division, IURC, re Speedway case and regulation of hot water /chilled
water; conference with A. Maue in preparation for working session
03/23/10 RLS Research question "public utility sale 1.20
03/24/10 PHG Meeting with R. Seger and C. Holsapple re factual background, energy system 1.50
plans, asset ownership and utility regulation; conference CH2M HILL re district
energy system plans, and EPC and operations experience
03/24/10 RLS Review and research issues 1.80
03/25/10 PHG Review I.C. 8 -1 -1 et seq. re regulation of hot water; review IURC rules; 1.50
conference with A. Maue
03/26/10 PHG Conference with A. Maue re work session; review memorandum re regulation of 0.50
public utility
03/29/10 RLS Review case law US Steel case; options 1.10
03/30/10 PHG Conference with T. Johnson re district energy system, central plant, planned 0.50
expansion and opportunities
$6,329.50
Energy Center (CRC -P7C) April 15, 2010
Invoice No. 407885
SUMMARY OF TIME
Timekeeper Rate Hours Amount
Seger, R.L. 0.00 3.30 0.00
Grills, P.H. 240.00 9.50 2,280.00
Seger, R.L. 445.00 9.10 4,049.50
Current Fees For Matter 90179 21.90 $6,329.50
CHARGES AND DISBURSEMENTS
Date Description Amount
Copying (6 Copies 0.20 /Copy) 1.20
Current Fees For Matter 90179 $6,329.50
Current Disbursements For Matter 90179 1.20
Current Charges For Matter 90179 $6,330.70
Prescribed by State Board of Accounts ACCOUNTS PAYABLE VOUCHER City Form No. 201 (Rev. 1995)
CITY OF CARMEL
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An invoice or bill to be properly itemized mu�'show: kind of service, where performed, dates service rendered, by
whom, rates per day, number of hours, rate er hour, number of units, price per unit, etc.
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Payee
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c'7 d /e L Purchase Order No.
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0, X 2 9 2 i Terms
h J i A n o o 1 5 2 �E /U '4 6 Date Due
Invoice Invoice Description Amount
Date Number (or note attached invoice(s) or bill(s))
20 —ID q0g064 1e9a( fees F sale col7fr<<c¢ 12 832.9
4 74 -Fes �'or 6 330,70
Total
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.
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Board Members
PO# or INVOICE NO. ACCT #!TITLE AMOUNT
DEPT. I hereby certify that the attached invoice(s), or
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Z qoiws 4460 33[7,.7 materials or services itemized thereon for
which charge is made were ordered and
received except
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Signature
Director of Redeve lopment
Cost distribution ledger classification if Title
claim paid motor vehicle highway fund