177567 09/29/2009 CITY OF CARMEL, INDIANA VENDOR: 022450 Page 1 of I
ONE CIVIC SQUARE BARNES THORNBURG
CARMEL, INDIANA 46032 1313 MERCHANT BANK BLDG CHECK AMOUNT: $15,770.03
11 S MERIDIAN ST CHECK NUMBER: 177567
INDIANAPOLIS IN 46204
CHECK DATE: 9/29/2009
DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION
902 4340000 1247042 2,411.00 LEGAL FEES
902 4340000 1251833 6,947.00 LEGAL FEES
902 4340000 1260219 992.03 LEGAL FEES
902 4340000 1260220 5,420.00 LEGAL FEES
BARNES "T HORNBURG LLP
I l South Meridian Street
.Indianapolis, Indiana 46204 -3535 U.S.A.
L.I.N. 35- 0900596
(317) 236 -1313
CITY OF CARMEL REDEVELOPMENT COMMISSION August 31, 2009
C/O MARK HUDSON, VICE RPESIDENT Invoice No. 1260219
THE BANK OF NEW YORK TRUST COMPANY, N.A.
300 NORTH MERIDIAN STREET, SUITE 910 Brian L. Burdick
INDIANAPOLIS, IN 46204
PAYABLE UPON RECEIPT
00035130 000005
2004 HAZEL DELL ROAD REFUNDING
For legal services rendered in connection with the above matter
for the Period ending July 31, 2009 as described on the attached detail.
Tees for Services 989.00
Other Charges
Conference Call Charges Invoice# 103
3172361313- 071409 Moderator: Bruce
Donaldson Time of Call: 12:57 PM
3.03
TOTAL THIS INVOICE S 992.03
�I pe--
00035130- 000005 CITY OF CARMEL REDEVELOPMENT COMMISSION
Page 1
2004 HAZEL DELL ROAD REFUNDING
Date Name Description Hours
07/1.6/09 Bruce D. Donaldson Had email correspondence with trustee counsel and 0.60
phone call with Linda Ebrahim at MBIA/National
regarding status of default waiver issue; had follow up
call with Matthes.
07/27/09 Bruce D. Donaldson Had extensive email correspondence with trustee's 0.80
counsel, Ebrahim at MBIA, and trustee, and phone call
with Matthes, regarding surety bond reserve issue.
07/28/09 Bruce D. Donaldson Had phone call with Linda Ebrahim regarding latest 0.30
issues relating to surety bond reserve matter.
07/29/09 Bruce D. Donaldson Reviewed email correspondence from trustee counsel, 0.20
and emailed current draft of Material Event Notice to
trustee counsel.
07/30/09 Bruce D. Donaldson Had email correspondence with Mayor and email 0.40
correspondence and phone call with Ebrahim at
MBIA/National regarding reserve fund surety issue
with bond trustee.
Hours Rate Amount
Bruce D. Donaldson 230 $430.00 $989.00
TOTALS 2.30 $430.00 $989.00
A
BARNES THORNBURG LLP
I I South Meridian Street
Indianapolis, Indiana 46204 -3535 U.S.A.
E.I.N. 35- 0900596
(3 17) 236 -1 313
CITY OF CARMEL REDEVELOPMENT COMMISSION August 31, 2009
CIO MARK HUDSON, VICE RPESIDENT Invoice No. 1260219
THE BANK OF NEW YORK TRUST COMPANY, N.A.
300 NORTH MERIDIAN STREET, SUITE 910 Brian L. Burdick
INDIANAPOLIS, IN 46204 000351.30 000005
PAYABLE UPON RECEIPT
Fees for Services 989.00
Other Charges
TOTAL THIS INVOICE 992.03
To remit payments by check, please return this page with remittance to:
Barnes Thornburg LLP, I 1 South Meridian Street, Indianapolis, Indiana 46204 -3535 U.S.A
To remit payments by wire, please indicate invoice number on wire to:
Fifth Third Bank, Indianapolis, IN, Account Number: 7653510706 SWIFT CODE: FTBCUS3C
ABA #042000314 for wires, ABA 9074908594 for ACH
Bank Contact: Rita Holden 317 -383 -2435
BARNES THORNBURG LLP
I l South Meridian Street.
Indianapolis, Indiana 46204 -3535 U.S.A.
E.I.N. 35- 0900596
(317) 236 -1313
CITY OF CARMEL REDEVELOPMENT COMMISSION August 31, 2009
ATTN: SHERRY MIELKE, DIRECTOR OF FINANCE Invoice No. 1260220
111 W. MAIN STREET, SUITE 140
CARMEL, IN 46032 Brian L. Burdick
PAYABLE UPON RECEIPT
00035130- 000006
PERFORMING ART CENTER BOND ISSUE
For legal services rendered in connection with the above matter
for the period ending July 31, 2009 as described on the attached detail.
Fees for Services 5,420.00
TOTAL THIS INVOICE S 5,420.00
00035130- 000006 CITY OF CARMEL REDEVELOPMENT COMMISSION
Page 1
PERFORMING ART CENTER BOND ISSUE
Date Name Description Hours
07/01/09 Bruce D. Donaldson Reviewed latest term sheets and numbers from 1.50
Oppenheimer; had phone call with Dan Huge of
Indiana Bond Bank; prepared for and participated in
conference call with Haas and Ralph McGinley from
Oppenheimer to discuss potential financing options for
various components of PAC and related projects; had
follow up call with Huge.
07/07/09 Bruce D. Donaldson Reviewed latest term sheets from McGinley; had 2.00
meeting with Ralph McGinley of Oppenheimer to
prepare for meeting with Dan Huge of the Indiana
Bond .Bank; prepared for and attended meeting with
Huge and McGinley to discuss potential financing of
PAC related projects through the Indiana Bond Bank.
07/09/09 Bruce D. Donaldson Prepared for and attended meeting with Haas to 2.50
discuss financing options for components of Village
Green project; reviewed latest numbers and Indiana
Bond Bank presentation outline from Oppenheimer,
and had email correspondence with McGinley in
connection therewith.
07/15/09 Timothy J. Riffle Telephone conference concerning Section 501(c)(4) 0.30
designation for community development organization.
07/15/09 Bruce D_ Donaldson Had phone calls, email correspondence and 0.70
conferences with Haas and Mielke regarding IRS
designation for nonprofit community development
corporation and board information.
07/15/09 Randal. J. Kaltenmark Worked on matter regarding property tax exemption 0.20
requirements.
07/16/09 Timothy J. Riffle Replied to 501(e)(3)/501(c)(4) articles of incorporation 0.50
questions; follow up research on related Indiana
property tax.
07/16/09 Bruce D. Donaldson Reviewed latest TIP numbers prepared by 2.50
Oppenheimer; prepared for and participated in call
with McGinley and Tomashek to discuss numbers and
presentation to Indiana Bond Bank; reviewed tax code,
conferred with Riffle, revised Articles of Incorporation
for Carmel City Center CDC, and emailed revised
Articles to Haas; had follow up email correspondence
with Mielke and Haas; reviewed revised numbers from
Oppenheimer and related email correspondence from
McGinlely and Haas; had phone call with Matthes to
discuss Oppenheimer numbers and strategy with Bond
00035130- 000006 CITY OF CARMEL REDEVELOPMENT COMMISSION
Page 2
PERFORMING ART CENTER BOND ISSUE
Date Name Description Hours
Bank.
07/17/09 Bruce D. Donaldson Reviewed latest numbers from Oppenheimer; prepared 1.20
for and participated in conference call with Haas and
Oppenheimer representatives, regarding financing plan
to take to Indiana Bond Bank; finalized Articles of
Incorporation for Carmel City Center CDC, and
arranged for filing of same, reviewed recorded Articles
and forwarded same to Haas.
07/17/09 Bonnie J. Lewis Filed articles of incorporation with the Indiana 0.40
Secretary of State for the Carmel City Center
Community Development Corporation.
07/23/09 Bruce D. Donaldson Had phone calls with Buroker and Haas, and sent 1.00
detailed email analysis to Mayor, Olds, Haas and
Buroker, regarding consequences under PAC bond
documents of failure to complete PAC project on time;
reviewed PAC bond documents in connection
therewith.
Hours Rate Amount
Timothy J. Riffle 0.80 $465.00 $372.00
Bruce D. Donaldson 11.40 $430.00 $4,902.00
Randal J. Kaltenmark 0.20 $370.00 $74.00
Bonnie J. Lewis 0.40 $180.00 $72.00
TOTALS 12.80 $423.44 $5,420.00
P
BARNES THORNBURG LLP
I 1 South Meridian Street
Indianapolis, Indiana 46204 -3535 U.S.A.
E.I.N. 35- 0900596
(317) 236 -1313
CITY OF CARMEL REDEVELOPMENT COMMISSION August 31, 2009
ATTN: SHERRY MIELKE, DIRECTOR OF FINANCE Invoice No. 1260220
111 W. MAIN STREET, SUITE 140
CARMEL, IN 46032 Brian L. Burdick
00035130 000006
PAYABLE UPON RECEIPT
Fees for Services 5,420.00
Other Charges 0.00
TOTAL THIS INVOICE 5,420.00
To remit payments by check, please return this page with remittance to:
Barnes Thornburg LLP, 11 South Meridian Street, Indianapolis, Indiana 46204 -3535 U.S.A
To remit payments by wire, please indicate invoice number on wire to:
Fifth Third Bank, Indianapolis, IN, Account Number: 7653510706 SWIFT CODE: FTBCUS3C
ABA #042000314 for wires, ABA #074908594 for ACH
Bank Contact: Rita Holden 317- 383 -2435
BARNES THORNBURG LLP
I I South Meridian Street
Indianapolis, Indiana 46204 -3535 U.S.A.
131N. 35- 0900596
(3 17) 236 -1313
CITY OF CARMEL REDEVELOPMENT COMMISSION June 30, 2009
C/O MARK HUDSON, VICE RPESIDENT Invoice No. 1247042
THE BANK OF NEW YORK TRUST COMPANY, N.A.
300 NORTH MERIDIAN STREET, SUITE 910 Brian L. Burdick
INDIANAPOLIS, IN 46204
PAYABLE UPON RECEIPT
00035130- 000005
2004 HAZEL DELL ROAD REFUNDING
For legal services rendered in connection with the above matter
for the period ending May 31, 2009 as described on the attached detail.
Fees for Services 2,411.00
TOTAL THIS INVOICE 2,411.00
00035130- 000005 CITY OF CARMEL REDEVELOPMENT COMMISSION
Page 1
2004 HAZEL DELL ROAD REFUNDING
Date Name Description Hours
05/01/09 Bruce D. Donaldson Had email correspondence with Mayor and Matthes 0.40
and performed additional research regarding MBIA
surety bond issue.
05/04/09 Bruce D. Donaldson Had phone calls with Jim Pass at RBC Capital 0.50
Markets and Matthes to discuss options for correcting
MBIA surety bond default issue.
05/11/09 Bruce D. Donaldson Reviewed email correspondence from Mayor and 1.60
Matthes and performed additional research, including
review of 2004 Trust Indenture, to analyze options in
connection with reserve fund surety bond default;
discussed options with Grable; had phone call with
Matthes to discuss status and options; had phone call
with MBIA representative and sent email to Chris
Walrath at Chapman Cutler; sent email report to
Mayor on status.
05/13/09 Bruce D. Donaldson Had call with Matthes and exchanged voice messages 0.40
with Linda Abraham of National (new MBIA)
regarding reserve fund surety bond matter.
05/1.4/09 Bruce D. Donaldson Reviewed voice message from Linda Ebraham at 1.00
National (new MBIA); emailed 2004 Trust Indenture
and analysis thereof to Ebraham, relating to surety
bond downgrade issue; had phone calls with Ebraham
and Matthes to discuss options.
05/26/09 Neal. W. Steinbart Conferred with Donaldson concerning financing. 0.30
05/26/09 Bruce D. Donaldson Reviewed email correspondence from Coonrod 1.10
regarding potential sources to replace reserve fund
surety, and forwarded same to Burdick and Gutting to
analyze legality of using retirement funds; had phone
call with Haas, multiple calls with Matthes, and call
with Mayor, regarding restructuring options for
community improvement bonds; worked on federal tax
issues relating to capitalized interest.
05/28/09 Bruce D. Donaldson Had phone call with Matthes regarding latest ideas to 0.30
solve reserve fund surety bond issue.
Hours Rate Amount
Neal W. Steinbart 0.30 $440.00 $132.00
Bruce D. Donaldson 5.30 $430.00 $2,279.00
TOTALS 5.60 $430.54 $2,411.00
BARNES THORNBURG LLP
11 South Meridian Street
Indianapolis, Indiana 46204 -3535 U.S.A.
E.I.N. 35- 0900596
(3 17) 236 -1313
CITY OF CARMEL REDEVELOPMENT COMMISSION June 30, 2009
C/O MARK HUDSON, VICE RPESIDENT Invoice No. 1247042
THE BANK OF NEW YORK TRUST COMPANY, N.A.
300 NORTH MERIDIAN STREET, SUITE 91.0 Brian L. Burdick
INDIANAPOLIS, IN 46204 00035130- 000005
PAYABLE UPON RECEIPT
Fees for Services 2,411.00
Other Charges 0.00
TOTAL THIS INVOICE 2,411.00
To remit payments by check, please return this page with remittance to:
Barnes Thornburg LLP, I I South Meridian Street, Indianapolis, Indiana 46204 -3535 U.S.A
To remit payments by wire, please indicate invoice number on wire to:
Fifth Third Bank, Indianapolis, IN, Account Number: 7653510706 SWIFT CODE: FTBCUS3C
ABA 4042000314 for wires, ABA #074908594 for ACH
Bank Contact: Rita Holden 317- 383 -2435
BARNES THORNBURG LLP
11 South Meridian Street
Indianapolis, Indiana 46204 -3535 U.S.A.
E.I.N. 35-0900596
(317} 236 -1313
CITY OF CARMEL REDEVELOPMENT COMMISSION June 30, 2009
C/O MARK HUDSON, VICE RPESIDENT Invoice No. 1247042
THE BANK OF NEW YORK TRUST COMPANY, N.A.
300 NORTH MERIDIAN STREET, SUITE 910 Brian L. Burdick
INDIANAPOLIS, IN 46204 00035130- 000005
PAYABLE UPON RECEIPT
Fees for Services 2,41 1.00
Other Charges 0.00
TOTAL THIS INVOICE S 2,411.00
k
To remit payments by check, please return this page with remittance to:
Barnes Thornburg LLP, I 1 South Meridian Street, Indianapolis, Indiana 46204 -3535 U.S.A
To remit payments by wire, please indicate invoice number on wire to:
Fifth Third Bank, Indianapolis, IN, Account Number: 7653510706 SWIFT CODE: FTBCUS3C
ABA #042000314 for wires, ABA #074908594 for ACH
Bank Contact: Rita Holden 317- 383 -2435
BARNES THORNBURG LLP
11 South Meridian Street
Indianapolis, Indiana 46204 -3535 U.S.A.
E.I.N. 35- 0900596
(317)236 -1313
CITY OF CARMEL REDEVELOPMENT COMMISSION July 31, 2009
C/O MARK HUDSON, VICE RPESIDENT Invoice No. 1251833
THE BANK OF NEW YORK TRUST COMPANY, N.A.
300 NORTH MERIDIAN STREET, SUITE 910 Brian L. Burdick
INDIANAPOLIS, IN 46204
PAYABLE UPON RECEIPT
00035130- 000005
2004 HAZEL DELL ROAD REFUNDING
For legal services rendered in connection with the above matter
for the period ending June 30, 2009 as described on the attached detail.
Fees for Services 6,947.00
TOTAL THIS INVOICE 6,947.00
�IQt
00035130- 000005 CITY OF CARMEL REDEVELOPMENT COMMISSION
Page 1
2004 HAZEL DELL ROAD REFUNDING
Date Name Description Hours
06/01/09 Bruce D. Donaldson Had phone call with Matthes to discuss latest options 0.30
for solving surety bond reserve fund issue.
06/02/09 Bruce D. Donaldson Researched interfund borrowing provisions of Indiana 1.70
Code; had phone call with Matthes to discuss short
term and long -term options for solving reserve fund
surety bond matter; sent email memo to Mayor with
copy to Haney outlining short -term and long -term
options; reviewed follow up email correspondence
from Coonrod; researched pre -1977 pension fund
option.
06/04/09 Bruce D. Donaldson Had phone calls with Matthes and Linda Ebrahim at 1.50
MBIA regarding default waiver for reserve fund surety
bond downgrade, and had follow up email
correspondence with Matthes, Mayor and Snyder;
consideration regarding impact of default option;
reviewed recently filed SEC material event notices.
06/04/09 Alan B. Feldbaum Preliminary analysis of questions arising from rating 0.40
downgrade of MBIA as it impacts the MBIA reserve
fund surety bonds.
06/08/09 Bruce D. Donaldson Had email correspondence with Matthes regarding 2.30
contacts with Moody's and Standard Poor's relating
to surety bond reserve downgrade; prepared proposed
form of event of default waiver for MBIA, and
emailed draft to Linda Ebrahim at MBIA; had phone
call with Jim Pass regarding potential market impact
of technical default; sent follow up email to Matthes.
06/08/09 Brian L. Burdick Researched surety replacement alternatives; 0.80
communication with Mayor Brainard.
06/12/09 Brian L. Burdick Received and reviewed '25 and '37 pension 0.10
information from Ben Roger, Coonrod's office.
06/15/09 Bruce D. Donaldson Had phone call with Matthes regarding status of 0.30
discussions with rating agencies and underwriters
relating to impact of reserve fund surety bond default
on City's credit.
06/16/09 Bruce D. Donaldson Reviewed form cover sheet for Material Event Notice 1.80
and had email correspondence with Matthes in
connection therewith; prepared draft of Material Event.
Notice required to be filed with MSRB and
information repositories in connection with reserve
fund surety bond downgrade; exchanged voice
messages with Ebrahim at MBIA and had phone call
00035130- 000005 CITY OF CARMEL REDEVELOPMENT COMMISSION
Page 2
2004 HAZEL DELL ROAD REFUNDING
Date Name Description Hours
with Matthes regarding delivery of audited financials
to MBIA; forwarded City financial information to
MBIA via email; reviewed email correspondence from
Matthes to rating agencies.
06/16/09 Alan B. Feldbaum Analysis of Material Events Notice. Suggested 1.30
revisions thereto.
06/18/09 Bruce D. Donaldson Reviewed voice messages from Linda Ebrahim at 2.20
MBIA, and sent replies via email; reviewed emails
from rating agencies forwarded by Matthes; reviewed
additional voice message from Ebrahim; prepared
draft of letter to MBIA/National regarding bond
insurer's right to direct remedies under the Trust
Indenture, and emailed draft to Ebrahim; finalized and
emailed letter to Ebrahim; reviewed final signed
waiver letter from MBIA, and gave final approval to
MBIA of letter form; revised draft of Material Event
Notice and emailed draft to Mayor, Matthes, Haney
and Ebrahim; had call with Matthes to discuss
Material Event Notice and related continuing
disclosure issues.
06/23/09 Bruce D. Donaldson Exchanged voice messages with Matthes and emailed 0.20
draft Material Event Notice to Karen Franklin at Bank
of New York.
06/24/09 Bruce D. Donaldson Reviewed comments to Material Event Notice from 1.50
bond trustee, and had multiple phone calls and email
correspondence with Karen Franklin, Matthes, Rob
Major (BONY counsel) and MBIA to discuss various
issues raised by trustee.
06/25/09 Bruce D. Donaldson Exchanged voice and email messages with Linda 0.30
Ebrahim at MBIA regarding trustee issues relating to
reserve fund surety bond downgrade.
06/26/09 Bruce D. Donaldson Prepared for and had phone call with Linda Ebrahim at 0.40
MBIA/National to discuss trustee issues with surety
bond default waiver; had follow up call with Matthes.
06/29/09 Bruce D. Donaldson Had email correspondence with Matthes and Karen 0.30
Franklin from BONY regarding reserve fund surety
issuel; emailed bond counsel letter to Franklin.
06/30/09 Bruce D. Donaldson Prepared for and participated in conference call with 0.90
Linda Ebrahim of MBIA/National and Rob Major of
BONY, to discuss bond insurer's direction to trustee
relating to surety bond downgrade and related issues;
left follow up voice message with Matthes; reviewed
00035130- 000005 CITY OF CARMEL REDEVELOPMENT COMMISSION
Page 3
2004 HAZEL DELL ROAD REFUNDING
Date Name Description Hours
Consent, Waiver and Notice documents from prior
similar deal provided by Major, and forwarded
documents to Mayor, City Attorney and Matthes with
update email.
Hours Rate Amount
Alan B. Feldbaum 1.70 $420.00 $714.00
Bruce D. Donaldson 13.70 $430.00 $5,891.00
Brian L. Burdick 0.90 $380.00 $342.00
TOTALS 16.30 $426.20 $6,947.00
h
BARNES T HORNBURG LLP
11 South Meridian Street
Indianapolis, Indiana 46204 -3535 U.S.A.
E.I.N. 35- 0900596
(317)236 -1313
CITY OF CARMEL REDEVELOPMENT COMMISSION July 31, 2009
C/O MARK HUDSON, VICE RPESIDENT Invoice No. 1251833
THE BANK OF NEW YORK TRUST COMPANY, N.A.
300 NORTH MERIDIAN STREET, SUITE 910 Brian L. Burdick
INDIANAPOLIS, IN 46204 00035130- 000005
PAYABLE UPON RECEIPT
Fees for Services 6,947.00
Other Charges 0.00
TOTAL THIS INVOICE 6,947.00
To remit payments by check, please return this page with remittance to:
Barnes Thornburg LLP, I 1 South Meridian Street, Indianapolis, Indiana 46204 -3535 U.S.A
To remit payments by wire, please indicate invoice number on wire to:
Fifth Third Bank, Indianapolis, IN, Account Number: 7653510706 SWIFT CODE: FTBCUS3C
ABA 4042000314 for wires, ABA #074908594 for ACH
Bank Contact: Rita Holden 317 383 -2435
BARNES THORNBURG LLP
11 South Meridian Street
Indianapolis, Indiana 46204 -3535 U.S.A.
E.I.N. 35- 0900596
(317) 236 -1313
CITY OF CARMEL REDEVELOPMENT COMMISSION July 31, 2009
C/O MARK HUDSON, VICE RPESIDENT Invoice No. 1251833
THE BANK OF NEW YORK TRUST COMPANY, N.A.
300 NORTH MERIDIAN STREET, SUITE 910 Brian L. Burdick
INDIANAPOLIS, IN 46204 00035130- 000005
AN
PAYABLE UPON RECEIPT
Fees for Services C'�$6,947.00
Other Charges 0.00
TOTAL THIS INVOICE 6,947.00
To remit payments by check, please return this page with remittance to:
Barnes Thornburg LLP, 11 South Meridian Street, Indianapolis, Indiana 46204 -3535 U.S.A
To remit payments by wire, please indicate invoice number on wire to:
Fifth Third Bank, Indianapolis, IN, Account Number: 7653510706 SWIFT CODE: FTBCUS3C
ABA #042000314 for wires, ABA #074908594 for ACH
Bank Contact: Rita Holden 317- 383 -2435
n.*
cribed 5y 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.
Payee
<LJd Purchase Order No.
Terms
Date Due
Invoice Invoice Description Amount
Date J N umber q J (or note attached invoice(s) or bill(s)) (gyp
l3/ o I26 022d
l2 y `f2 2
d
r 1
za
Total /sue 70
I 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 6
Clerk- Treasurer
;HER NO. WARRANT NO.
ALLOWED 20
IN SUM OF
G3
ON ACCOUNT RIATION FOR
`r1P J
X02 �3y�
Board Members
PO# or
DEPT INVOICE NO. ACCT #!TITLE AMOUNT I hereby certify that the attached invoice(s), or
I2602 l X35` We) j 92 ,09 bill(s) is (are) true and correct and that the
Z 1260 5 materials or services itemized thereon for
O2 12 Y70 y2 Z'Yll/- which charge is made were ordered and
got /2-5 y 3 yawn G 9q�7ue received except
0
Sign ure
Director of Operations
Title
Cost distribution ledger classification if
claim paid motor vehicle highway fund