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177081 09/15/2009 CITY 0Fj, AR'QML, INDIANA VENDOR: 00351368 Page 1 of 2 ONE CIVIC SQUARE WALLACK SOMERS HAAS PC CHECK AMOUNT: $79,459.72 CARMEL, INDIAi4A 46032 ONE INDIANA SQUARE SUITE 1500 CHECK NUMBER: 177081 INDIANAPOLIS IN 46204 CHECK DATE: 9115/2009 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 4340000 14948 5,566.29 LEGAL FEES 902 4460810 14949 153.75 SHAPIRO'S -902 4460811 14950 76.88 BETWEEN PARCELS 3 4 §02 4460812 14951 1,460.64 O-MALIA'S 902 4460814 14952 431.25 STREET DEPT FACILITY 902 4460816 14953 845.64 PELTON 902 4460802 14954 1,383.76 PEDCOR 902 4460821 14955 400.00 CAC 902 4460804 14956 76.88 FIRST INDIANA 902 4460805 14957 1,845.02 RETAIL SITE #5 902 4460807 14958 153.75 PERFORMING ARTS CENTE 902 4460893 14959 462.50 IND DESIGN STREETSCAP 902 4460894 14960 508.75 RANGE LINE ROAD-SOUTH CITY OF CARMEL, INDIANA VENDOR: 00351368 Page 2 of 2 ONE CIVIC SQUARE WALLACK SOMERS HAAS PC CARMEL, INDIANA 46032 ONE INDIANA SQUARE CHECK AMOUNT: $79,459.72 SUITE 1500 CHECK NUMBER: 177081 INDIANAPOLIS IN 46204 CHECK DATE: 9/15/2009 DEP ACCOUNT PO N UMBER INVOICE NUMBER AMOUNT DESCRIPTION 902 4460849 14961 3,290.65 TUESDAY MORNING 902 4460892 14962 1,616.89 APOSTOLIC CHURCH SITE 902 4460926 14963 61,187.07 7C.MANAGEMENT Wallack Somer Hass, August 2009 4 Invoice Parcel Line Date Number Number Item Amount `v 9/9/2009 1494 4340000 5,566.29 general matters 14949 10 4460810 153.75 Parcel 10 14950 11 4460811 76.88 Parcel 11 14951 12 4460812 1,460.64 Parcel 12 14952 14 4460814 431.25 Parcel 14 14953 16 4460816 845.64 Parcel 16 14954 2 4460802 1,383.76 Parcel 14955 21 4460821 400.00 Parcel 21 14956 4 4460804 76.88 Parcel 14957 5 4460805 1,845.02 Parcel 14958 7B 4460807 153.75 Parcel 7B 14959 93 4460893 462.50 Parcel 93 14960 94 4460894 508.75 Parcel 94 14961 49 4460849 3,290.65 Parcel 49 14962 92 4460892 1,616.89 Parcel 92 14963 7C 4460926 61,187.07 Parcel 7C Total 79,459.72 Wallack Somers Haas, P.C. One Indiana Square Suite 1500 Indianapolis, IN 46204 Phone: 317 /231 -9000 Fax: 317 /231 -9900 City of Carmel Redevelopment Commission Sep 09, 2009 One Civic Square Carmel, IN 46032 Matter: carmise Inv 14948 Attention: Mr. Les Olds RE: General Matters FEES EXPLANATION ATTY HRS Aug -10 -09 Attend to administrative matters; Calls and emails. KPH 0.75 Review email from A. Stumpf, re: 4CDC; Follow -up on RRW 0.50 same; Discuss same with K. Haas; Email A. Stumpf. Aug -11 -09 Projects meeting with J. Brainard, R. Carter, L. Olds, and S. KPH 1.25 Mielke; Address land acquisition; Conference with L. Olds and J_ Shoup; Attend to administrative matters; Calls and emails. Conference with L. Olds and K. Haas with Pedcor group. JRS 0.50 Aug -12 -09 Respond to requests for documents/information; Follow up KPH 1.50 on fiscal plan; Review revised fiscal plan; Calls and emails. Aug -13 -09 Follow -up on updated TIF projections; Attend to requests for KPH 2.25 documcnts/inforrriation; Conference call with J. Brainard; Calls and emails with N. Heck; Review information/materials from S. Mielke; Prepare for response; Additional calls and emails. Aug -14 -09 Attend to requests for documents /information; Conference KPH 1.25 call with L. Olds, S. Mielke, N. Heck, and S. Libman; Prepare for response; Calls and emails. Aug -17 -09 Attend to administrative matters and ADDBAC matters; KPH 0.75 Attend to requests for documents /information; Calls and emails. Aug -19 -09 Prepare for and attend Commission executive session; KPH 1.50 Attend to project sources /uses and funding /financing; Prepare for and attend regular Commission meeting; Follow -up on executive session issues. Aug -24 -09 Attend to administrative matters and public disclosures; KPH 1.75 Attend to budgeting and funding issues; Consider budgeting and funding alternatives. Aug -28 -09 Attend to bidding, contract, and excess change order issues; KPH 2.50 Conference call with M. Anderson; Conference calls with S. Mielke; Attend to administrative matters. Aug -31 -09 Attend to administrative matters; .Follow up on excess KPH 1.75 change order issues; Conferences with L. Olds, S. Mielke, D. Cleveland, M. Anderson, and D. Moriarity; Calls and emails. Sep -01 -09 Projects meeting with J. Brainard, R. Carter, L. Olds, and S. KPH 0.25 Mielke; Address historic building relocation. Draft proposed findings and conclusions of law; Email K. RRW 0.50 Haas, re: same. Sep -02 -09 Attend to administrative matters. KPH 0.50 Sep -03 -09 Attend to administrative matters and document/information KPH 1.00 request; Conference call with S. Mielke; Consider PTR acquisition; Conference calls, re: same; Consider deal structure; Additional calls and emails. Totals 18.50 Total Fees $5,566.29 Total Disbursements $0.00 Total Fees and Disbursements $5,566.29 Previous Balance $9,390.18 Previous Payments $9,390.18 Balance Due Now $5,566.29 Wallack Somers Haas, P.C. One Indiana Square Suite 1500 Indianapolis, IN 46204 Phone: 317 /231 -9000 Fax: 317/231 -9900 City of Carmel Sep 09, 2009 One Civic Square Suite 140 Matter ;armparce110 Carmel, IN 46032 Inv 14949 Attention: Mr. Les Olds RE: Parcel 10 FEES EXPLANATION A "l 1 Y HRS Aug -25 -09 Attend to supplemental agreement and FFB loan status; Calls KPH 0.50 and emails. Totals 0.50 Total Fees $153.75 Total Disbursements $0.00 Total Fees and Disbursements 5153.75 Previous Balance $9,148.19 Previous Payments $9,148.19 Balance Due Now $153.75 W'allack Somers Haas, P.C. One Indiana Square Suite 1500 Indianapolis, IN 46204 Phone: 317 /231 -9000 Fax: 317/231 -9900 City of Carmel Sep 09, 2009 One Civic Square Suite 140 Matter:,arnzparcelI I Carmel, IN 46032 Inv 14950 Attention: Mr. Les Olds RE: Parcel II FEES EXPLANATION] ATTY FIRS Aug -18 -09 Meeting preparation; Weekly projects meeting with B. KPH 0.25 Cordingley and Pedcor projects team; Address covenant extension. Totals 0.25 Total Fees $76.88 Total Disbursements $4.00 Total Fees and Disbursements $76.88 Previous Balance $70.00 Previous Payments $0.00 Balance Due Now $146.88 WaUack Somers Haas, P_C_ One Indiana Square Suite 1.500 Indianapolis, IN 46204 Phone: 317 /231 -9000 Fax: 317/231 -9900 City of Carmel Sep 09, 2009 One Civic Square Suite 140 Matter:,armparcel12 Carmel, IN 46032 Inv 14951 Attention: Mr. Les Olds RE: Parcel l2 FEES EXPLANAT1oN ATTY HRS Aug -25 -09 Meeting preparation; Weekly projects meeting with B. KPH 0.75 Cordingley and Pedcor projects team; Address garage and land conveyance; Attend to legal descriptions; Address access and use easement, Aug -31 -09 Attend to access and use declaration; Outline revisions to KPH 0.50 same; Conference with J. Shoup. Conference with K. Haas, re: revisions to access and use JRS 2.00 declaration; Review and revise access and use declaration. Sep -01 -09 Meeting preparation; Weekly projects meeting with B. KPH 0.75 Cordingley and Pedcor projects team; Address conveyances and legal descriptions; Address access and use declaration; Follow -up on meeting issues. Attend weekly projects meeting with Pedcor projects team. JRS 0.75 Totals 4.75 Total Fees $1,460.64 Total Disbursements $0.00 Total Fees and Disbursements $1,460.64 Previous Balance $1,553.14 Previous Payments $1,553.14 Balance Due Now $1,460.64 Wallack Somers Haas, P.C. One Indiana Square Suite 1500 Indianapolis, IN 45204 Phone: 3171231 -9000 Fax: 3171231 -9900 City of Carmel Sep 09, 2009 One Civic Square Suite 140 Matter:.armparcel14 Carmel, W 46032 Inv 14952 Attention: Mr. Les Olds RE: Parcel 14 FEES EXPLANATION ATTY HRS Sep -03 -09 Attend to Harrill extension proposal; Conference with R. KPH 0.50 Wilmering. Discuss Harrill land sale contract with K. Haas; Telephone RRW 1.50 calls with C. Butcher, re: same; Draft proposal; Telephone calls with M. Worthley, re: same. Totals 2.00 Total Fees $431.25 Total Disbursements $0.00 Total Fees and Disbursements $431.25 Previous Balance $493.13 Previous Payments $493.13 Balance Due Now $431.25 Wallack Somers Haas, P.C. One Indiana Square Suite 1500 Indianapolis, IN 46204 Phone: 317/231 -9000 Fax. 317/23 1 -9900 City of Carmel Sep 09, 2009 One Civic Square Suite 140 Matter:mrmparce116 Carmel, IN 46032 Inv 14953 Attention: Mr. Les Olds RE: Parcel 16 FEES EXPLANATION ATTY HRS Aug -10 -09 Attend to Marine Bank loan extension/modification; KPH 1.25 Conference call with J. Stephenson, J. Sporleder, and J. Shoup; Attend to unit sales and project issues; Calls and emails. Conference call with J. Stephenson, J. Sporleder, and K. JRS 0.50 Haas, re: Marine Bank loan. Aug -11 -09 Meeting preparation; Weekly projects meeting with B. KPH 0.25 Cordingley and Pedcor projects team. Attend weekly projects meeting with Pedcor projects team. JRS 0.25 Sep -01 -09 Meeting preparation; Weekly projects meeting with B. KPH 0.50 Cordingley and Pedcor projects team; Projects meeting with J. Brainard, R. Carter, L. Olds, and S. Mielke; Address Marine Bank Loan extension; Address unit sales and prospective leases; Follow -up on meeting issues. Totals 235 Total fees $845.64 Total Disbursements $0.00 Total Fees and Disbursements $845.64 Previous Balance $384.39 Previous Payments $384.34 Balance Due Now $845.64 Wallack Somers Haas, P.C. One Indiana Square Suite 1500 Indianapolis, IN 46204 Phone: 3171231 -9000 Fax: 3171231 -9900 City of Carmel Sep 09, 2009 One Civic Square Suite 140 Matter: carmparcel2 Carmel, IN 46032 Inv 14954 Attention: Mr. Les Olds RE: Parcel FEES EXPLANATION ATTY HRS Jul -28 -09 Meeting preparation; Weekly projects meeting with B. KPH 0.25 Cordingley and Pedcor projects team; Address PAC parking arrangements. Sep -01 -09 Projects meeting with J. Brainard, R. Carter, L. Olds, and S. KPH 0.50 Mielke; Address changes required for PAC parking; Follow -up on meeting issues. Sep -02 -09 Conference with J. Shoup, re: parking easement and KPH 1.00 easement terms. Conference with K. Haas, re: parking easements. JRS 1.25 Sep -03 -09 Draft parking easements. JRS 1.50 Totals 4.50 Total Fees $1,383.76 Total Disbursements $0.00 Total Fees and Disbursements $1,383.76 Previous Balance $415.63 Previous Payments $415.63 Balance flue Now $1,383.76 Wallack Somers Haas, P.C. One Indiana Square Suite 1500 Indianapolis, N 46204 Phone: 317 /231 -9000 Fax: 3171231 -9900 City of Carmel Sep 09, 2009 One Civic Square Suite 140 Matter :;armparce121 Carmel, IN 46032 Inv 14955 Attention: Mr, Les Olds RE: Parcel 21 FEES EXPLANATION ATTY HRS Aug -12 -09 Follow -up on Fifth Third loan extension; Calls and emails. KPH 0.50 Aug -13 -09 Review and reply 1:o email from B. Sinders, re: condominium RRW 0.25 documents. Aug -17 -09 Attend to consent and reaffirmation agreement; Draft letter RRW 0.25 to B. Sinders, re: same. Aug -31 -09 Attend to unit sales; Calls and emails. KPH 0.50 Totals 1.50 Total Fees $400.00 Total Disbursements $0.00 Total Fees and Disbursements $400.00 Previous Balance $2,091.89 Previous Payments $2,091.89 Balance Due Now $400.40 Wallack Somers Haas, P.C. One Indiana Square Suite 1500 Indianapolis, IN 46204 Phone: 317 /231 -9000 Fax: 317 /231 -9900 City of Carmel Sep 09, 2009 One Civic Square Suite 140 Matter. carmpareel4 Carmel, IN 46032 Inv 14956 Attention: Mr, Les Olds RE: Parcel FEES EXPLANATION ATTY HRS Aug -18 -09 Meeting preparation; Weekly projects meeting with B. KPH 0.25 Cordingley and Pedcor projects team; Address covenant extension. Totals 0.25 Total Fees $76.88 Total Disbursements $0.00 Total Fees and Disbursements $76.88 Previous Balance $394.00 Previous Payments $307.50 Balance Due Now $163.38 Wallack Somers Haas, P.C. One Indiana Square Suite 1500 Indianapolis, IN 46204 Phone: 317/231 -9000 Fax: 317/231 -9900 City of Carmel Sep 09, 2009 One Civic Square Suite 140 Matter: carmparceI5 Carmel, IN 46032 Inv 14957 Attention_ Mr. Les Olds RE; Parcels FEES EXPLANATION ATTY HRS Aug -17 -09 Review and attend to Coonrod fiscal plan, Umbaugh TIF KPH 0.75 projections, and Oppenheimer financing materials; Multiple calls and emails. Aug -18 -09 Projects meeting with J. Brainard, R. Carter, L. Olds, and S. KPH 1.25 Mielke; Address Veterans Way, streetscape, and motorcourt; Review Oppenheimer materials and spreadsheet; Review Umbaugh report and projections; Prepare for Wednesday meeting; Calls and emails. Aug -19 -09 Prepare for meeting with Indiana Bond Bank; Review KPH 2.00 Oppenheimer materials and spreadsheet; Meeting with D. Huge, IBB representatives, R. McGinley, L. Matthes, and B. Donaldson; Follow -up conferences; Address financing issues and alternative developer financing arrangements; Prepare for and attend Commission executive session; Follow up on meeting issues. Aug -20 -09 Project conference with L. Olds and M. Worthley; Follow -up KPH 0.75 on project matters; Calls and emails. Aug -24 -09 Consider project funding/financing alternatives; Review KPH 0.50 Oppenheimer spreadsheet. Aug -25 -09 Meeting preparation; Weekly projects meeting with B. KPH 0.25 Cordingley and Pedcor projects team; Address Veterans Way and streetscape funding and financing. Sep -01 -09 Meeting preparation; Weekly projects meeting with B. KPH 0.50 Cordingley and Pedcor projects team; Address Veterans Way and streetscape funding and financing; Follow -up on meeting issues. Totals 6.00 Total Fees $1,845.02 Total Disbursements $0.00 Total Fees and Disbursements $1,845.02 Previous Balance $4,920.05 Previous Payments $4,920.05 Balance Due Now $1,845.02 Wallack Somers Haas, P_C_ One Indiana Square Suite 1500 Indianapolis, IN 46204 Phone: 317 /231 -9000 Fax: 3171231 -9900 City of Carmel Sep 09, 2009 One Civic Square Suite 140 Matter::armparcel7b Carmel, IN 46032 Inv 14958 Attention: Mr, Les Olds RE: Parcel 7B FEES EXPLANATION ATTY I-IRS Jul -28 -09 Meeting preparation; Weekly projects meeting with B. KPH 0.50 Cordingley and Pedcor projects team; Projects meeting with J. Brainard, R. Carter, L. Olds, and S. Mielke; Address selection of CM's for various projects; Projects conference with L. Olds. Totals 0.50 Total Fees $153.75 Total Disbursements $0100 Total Fees and Disbursements $153.75 Previous Balance 76 88 Previous Payments $76.88 Balance Due Now $153.75 Wallack Somers Haas, P.C. One Indiana Square Suite 1500 Indianapolis, IN 46204 Phone: 317/231-9000 Fax: 3171231-9900 City of Carmel Sep 09, 2009 One Civic Square Suite 140 Matter:,.armparce193 Carmel, IN 46032 Inv 14959 Attention: Mr. Les Olds RE: Parcel 93 FEES EXPLANATION ATTY HRS Aug-18-09 Telephone call with M. Worthley, re parking casement; RRW 0.25 Review email from M. Worthley, re: same. Aug -19 -09 Draft parking casement agreements. RRW 0.25 Aug-20-09 Discuss parking easements with M. Worthley; Email same to RRW 0.25 M. Worthley. Aug-24-09 Review emails from M. Worthley, re: Old Town RRW 0.50 Acquisitions parking casement, Telephone call with M. Worthley, re: same; Email same to M. Worthley. Aug-25-09 Telephone calls with M. Worthley, re: Dunkerly parking RRW 0.25 easement. Aug-26-09 Telephone call with M. Worthley, re: Dunkerly parking RRW 0.50 easement; Re same; Email same to M. Worthley; Review email from M. Worthley, re: Old Town Acquisitions parking easement; Review revised easement; Revise same; Telephone call with M. Worthley, re: same. Aug-31-09 Review emails from A Worthley and B. Weiss, re: parking RRW 0.25 easement; Telephone call with M. Worthley, re: same. Sep-01-09 Telephone call with M. Bromund, re: Old Town Acquisitions RRW 0,25 parking easement Revise same; Email same to M. Bromund. Totals 2.50 Total Fees $462.50 Total Disbursements $0.00 Total Fees and Disbursements $462,50 Previous Balance $0.00 Previous Payments $0.00 Balance Due Now $462.50 Wallack Somers Haas, P.C. One Indiana Square Suite 1500 Indianapolis, IN 46204 Phone: 3171231 -9000 Fax: 317/231-9900 City of Carmel Sep 09, 2009 One Civic Square Suite 140 Matter:mrmparcel94 Carmel, IN 46032 Inv 14960 Attention: Mr. Les Olds RE: Parcel 94 PEES EXPLANATION ATTY HRS Aug -20 -09 Telephone call with M. Worthley, re: panting easement; RRW 0.50 Draft same; Email same to M. Worthley. Sep -04 -09 Attend meeting with M. Worthley and S. Mielke, re: RRW 2.25 Rangeline Gallery parking easement; Revise same; Email same to M. Worthley. Totals 2.75 Total Fees $508.75 Total Disbursements $0.00 Total Fees and Disbursements $508.75 Previous Balance $0.00 Previous Payments $0.00 Balance Due Now $508.75 Wallach Somers Haas, P.C. One Indiana Square Suite 1500 Indianapolis, IN 46204 Phone: 317/231 -9000 Fax: 317/231 -9900 City of Carmel Sep 09, 2009 One Civic Square Suite 140 Matter:.-armparce149 Carmel, IN 46032 Inv 14961 Attention: Mr. Les Olds RE: Parcel 49 FEES EXPLANATION ATTY HRS Aug -11 -09 Projects meeting with J. Brainard, R. Carter, L. Olds, and S. KPH 0.50 Mielke; Address loan disbursement and environmental escrow. Aug -13 -09 Attend to loan disbursement and environmental escrow; KPH 1.50 Review project agreement; Conference call with L. Olds; Additional calls and emails. Aug -14 -09 Attend to loan disbursement and environmental escrow; KPH 1.00 Conference call with E, Ozdemir, J. Pieters, and D. Williams; Follow -up conference call with L. Olds; Additional calls and emails. Aug -18 -09 Projects meeting with J. Brainard, R. Carter, L. Olds, and S. KPH 0.25 Mielke; Address project status and issues. Aug -20 -09 Project conference with L. Olds and M, Worthley; Follow -up KPH 0.50 on project matters; Calls and emails. Aug -24 -09 Attend to loan document amendment issues; Calls and KPH 0.25 emails. Aug -26 -09 Draft engagement letter for G. Silver. RRW 0.50 Aug -31 -09 Attend to emails from D. Williams, re: amendments required JRS 0.50 to documents. Sep -01 -09 Draft garage loan document amendments and send out. JRS 3.25 Sep -02 -09 Conference with J. Shoup, re: remaining exhibits and KPH 0.50 ancillary documents. Conference with K. Haas, re: remaining exhibits and JRS 0.50 ancillary documents. Sep -03 -09 Attend to environmental clean -up claims; Attend to Silver KPH 0.50 engagement letter; Conference with R. Wilmering. Attend to emails, re: amendments to garage loan documents; JRS 0.75 Determine status of remaining ancillary documents. Discuss engagement letter to G. Silver with K. Haas; Revise RRW 0.25 same; Email same to M. Worthley. Sep -04 -09 Telephone call with D. Williams, re: amendments to garage JRS 0.25 loan documents. Totals 11.00 Total Fees $3,290.65 Total Disbursements $0.00 Total Fees and Disbursements $3,290.65 Previous Balance $2,141.75 Previous Payments $2,123.77 Balance Due Now S3,308.63 Wallack Somers Haas, P.C. One Indiana Square Suite 1500 Indianapolis, IN 46204 Phone: 317 /231 -9000 Fax: 317/231 -9900 City of Carmel Sep 09, 2009 One Civic Square Suite 140 Matter marmparce192 Carmel, IN 46032 Inv 14962 Attention: Mr. Les Olds RE: Parcel 92 FEES EXPLANATION ATTY HRS Aug -11 -09 Projects meeting with J. Brainard, R. Carter, L. Olds, and S. KPH 0.50 Mielke; Address land acquisition. Aug -14 -09 Discuss RFP with M. Worthley; Revise draft RFP; Email RRW 0.75 same to M. Worthley. Aug -17 -09 Discuss corner piece and RFP with K. Haas; Email M. RRW 0.25 Worthley, re: same. Aug -18 -09 Projects meeting with J. Brainard, R. Carter, L. Olds, and S. KPH 0.25 Mielke; Address land acquisition; Conference with R. Wilmering; Emails. Telephone call with M. Worthley, re: RFP and corner piece; RRW 0.25 Discuss same with K. Haas, Aug -19 -09 Prepare for and attend Commission executive session; KPH 0.50 Attend to land acquisition; Follow -up on meeting issues. Draft corner piece purchase agreement; Telephone call with RRW 0.50 M. Worthley, re: same. Aug -21 -09 Meet with M. Worthley, re: RFP. RRW 1.75 Aug -26 -09 Address land acquisition and purchase agreement issues; KPH 0.50 Review M. Monroe issues memo; Consider same and effect on Carmel Lofts obligations; Conference with R. Wilmering. Aug -27 -09 Review emails from M. Monroe, re: draft purchase RRW 0.75 agreement; Discuss same with K. Haas; Revise same; Leave voicemail message for M. Worthley, re: same; Telephone call with M. Worthley, re: same. Sep -01 -09 Projects meeting with J. Brainard, R. Carter, L. Olds, and S. KPH 0.25 Mielke; Address land acquisition and contract approval; Follow -up on meeting issues. Sep -02 -09 Conference with R. Wilmering. KPH 0.25 Discuss RFP With K. Haas. RRW 0.25 Sep -03 -09 Review emails from M. Monroe and M. Worthley, re: RRW 0.50 condemnation letter; Telephone call with M. Worthley, re: same; Email K. Boren, re: title commitment. Totals 7.25 Total Fees $1,616.89 Total Disbursements $0.00 Total Fees and Disbursements $1,616.89 Previous Balance $640.03 Previous Payments $616.25 Balance Daze Now 51,640.67 Wallack Somers Haas, P.C. One Indiana Square Suite 1500 Indianapolis, IN 46204 Phone: 317 /231 -9000 Fax: 3171231 -9900 City of Carmel Sep 09, 2009 One Civic Square Suite 140 Matter: ;armpareel7c Carmel, IN 46032 Inv 14963 Attention: Mr. Les Olds RE: Parcel 7C FEES EXPLANATION ATTY 14RS Jul -02 -09 Attend to Civic RFP response issues; Conference call with KPH 2.00 D. Moriarity; Attend to SEP lease issues; Calls and emails. Review email from M, Wright, re: SEP lease; Email J. RRW 0.25 Stephenson and K. Haas, re: same. Jul -06 -09 Attend to SEP lease issues (expansion space); Conference KPH 2.00 call with J. Stephenson; Calls and multiple emails; Outline base garage loan terms; Conference with J. Shoup; Attend to proposed Oppenheimer financings. Attend to post closing matters, re: theater loan; Attend to JRS 3.50 emails, re: project management agreement and developer services agreement; Conference with K. Haas, re: base garage loan closing; Review comments to Mercantile master loan program agreement and form loan documents; Review and revise same and send out. Review emails from J. Stephenson and K. Haas, re: SEP RRW 4.25 lease; Revise same, Email K. Haas, re: same; Discuss same with K. Haas; Telephone call with J. Stephenson and K. Haas, re: same; Draft REI, Halakar, and JLL commission agreement; Email revised SEP lease to M. Wright. Jul -07 -09 Attend to SEP lease issues; Calls and emails; Attend to base KPH 2.75 garage loan issues; Conferences with J. Shoup. Review and revise installment contract and loan documents JRS 4.75 for base garage loan. Review comments from A. Broderick, J. Stephenson, J. RRW 2.50 Barnett, M. Wright, and K. Haas, re: SEP lease; Discuss same with K. Haas; Telephone calls with J. Stephenson and M. Wright, re: same. Jul -0$ -09 Attend to SEP lease issues and brokerage commissions; KPH 4.25 Attend to REI development services agreement and project management agreement; Calls and emails; Meeting preparation; Meeting with J. Stephenson, D. Ford, and B. Weddle, re: REI development services agreement and project management agreement; Attend to SEP lease execution; Conference with J. Stephenson and J. Barrett; Follow -up meeting issues. Review and reply to email from M. Worthley, re: SEP lease; RRW 1.75 Discuss commission agreement with K. Haas; Draft same. Jul -09 -09 Meeting preparation; Meet with J. Stephenson, re: REI KPH 3.25 development services agreement and commission agreement; Review notes, re: comments; Outline revisions; Attend to Oppenheimer financing materials; Meeting with B. Donaldson; Address proposed Oppenheimer financings; Address Indiana Bond Bank considerations; Address TIF and expense projections; Address 4CDC board composition. Jul -10 -09 Attend to Regions loan covenant compliance and CRC KPH 2.75 financials; Attend to Civic deal and use issues; Extended memo and email to D. Moriarity; Conference call with D. Moriarity; Additional calls and emails. Jul -13 -09 Attend to proposed Oppenheimer financings; Attend to KPH 3.75 alternative developer financing arrangements; Extended memo and email to S. Mielke, re: Regions invoices and payments; Review loan program documents; Respond to Civic deal and use questions; Calls and emails; Conference call with W. Brans, L. Olds, and J. Shoup; Extended memo and email to D. Moriarity; Follow -up on deal and use issues. Conference call with L. Olds, W. Brans and K. Haas. JRS 125 Telephone call with M. Worthley, re: Civic RFP. RRW 0.25 Jul -14 -09 Meeting preparation; Weekly projects meeting with B. KPH 2.75 Cordingley and Pedcor projects team; Projects meeting with J. Brainard, R. Carter, L. Olds, S. Mielke, and J. Shoup; Projects conference with J. Shoup; Attend to preparation of Civic issues memo; Oppenheimer financings conference call with R. McGinley; Focus on available TIF and contract payment coverage ratio; Follow -up on conference call issues; Attend to Civic deal and use issues SEP lease execution; Calls and emails. Attend weekly projects meeting with Pedcor projects team; JRS 3.75 Attend projects meeting with J. Brainard, R. Carter, L. Olds, S. Mielke and K. Haas; Review and revise project management agreement and developer services agreement with REI entities; Prepare memo for distribution at upcoming meeting with Civic representatives. Jul -15 -09 Consider Oppenheimer financing alternative deal structures; KPI1 2.25 Attend to revisions to REI development services agreement and project management agreement; Conference with J. Shoup; Attend to Civic issues memo; Conference with J. Shoup; SEP lease follow up; Calls and emails; Project funding and financing conference with L. Olds. Conference with K_ Haas, re: project management agreement JRS 2.75 and developer services agreement with REI entities; Review and revise same; Conference with K. Haas, re: memo for distribution at upcoming meeting with Civic representatives; Review and revise same. Jul -16 -09 Follow up on SLAP lease execution and 4CDC entity KPH 2.25 formation; Calls and emails; Review Oppenheimer coverage tables; Consider issues and outline initial issues; Review and revise Civic issues memo; Conference with J. Shoup; Conference call with J. Stephenson and J. Shoup; Attend to Mercantile installment contract loan program and loan documents. Review and revise project management and developer JRS 6.25 services agreement with REI entities; Conference with K. Haas, re: memo for distribution at upcoming meeting with Civic representatives; Review and revise same; Conference call with J. Stephenson and K. Haas, re: Civic; Review and revise theater facilities agreement; Review comments from Mercantile; Review and revise master loan program agreement and form loan documents with Mercantile and send out. Jul -17 -09 Meeting preparation; Civic meeting with R. Sorbera, C. KPH 4.25 Lynn -Dick, S. Sturtz, W. Brans, J. Stephenson, L. Olds, and J. Shoup; Prepare for and participate in Oppenheimer financings conference call; Follow up on conference call issues; Attend to SEP lease execution and 4CDC entity formation; Attend to project issues. Attend Civic meeting; Review comments to response to RFP JRS 5.25 from K. Meyer; Draft memo addressing comments from K. Meyer. Discuss execution of SEP lease with K. Haas; Review email RRW 0.25 from K. Haas, re: same; Email executed lease and signature page. Jul -20 -09 Review and revise response to K. Meyer questions; KPH 2.50 Conference with S. Sturtz; Civic timing and process meeting with C. Lynn -Dick, P. Anderson, K. Meyer, B. Bogan, and L. Olds; Follow -up on meeting issues. Jul -21 -09 Meeting preparation; Weekly projects meeting with B. KPH 2.00 Cordingley and Pedcor projects team; Projects meeting with J. Brainard, R. Carter, L. Olds, and S. Mielke; Address land purchase and project financing and funding; Address Civic status, timing, and process; Work on Civic deal points outline. Attend weekly projects meeting with Pedcor projects team; JRS 2.50 Review and revise theater facilities agreement. Jul -22 -09 Contracting process, timing, and order conference call with KPH 2.00 J. Stephenson; Outline terms of land purchase agreement, installment contract, and installment contract loan; Conference with J. Shoup. Review and revise theater facilities agreement; Conference JRS 1.75 with K. Haas, re: land repurchase and use of installment contract financing. Review email from S. Mielke, re: execution of SEP lease; RRW 0.25 Revise signature page; Email same to S. Mielke. Jul -23 -09 Attend to SEP and 4CDC. issues; Prepare for meeting; Initial KPH 3.25 4CDC board meeting; Project sources and uses conference call; Conference call with B. Donaldson, re; delayed PAC completion and bond issues; Attend to Civic deal and use issues; Conference call with W. Brans; Additional calls and emails. Jul -24 -09 Alternative developer financing arrangements; Attend to KPH 3.25 Oppenheimer issues; Attend to SEP lease issues and execution; Calls and emails, re; same; Attend to land repurchase, installment contract, and loan documents; Conference with J. Shoup; Attend to Civic status; Extended memo and email to K. Meyer, re: same; Additional calls and emails, re: same. Conference with K. Haas, re: Civic deal points outline and JRS 0.75 theater facilities agreement; Conference with K. Haas, re: responses to memo from K. Meyer. Jul -27 -09 Prepare Civic deal point outline; Extended memo and email KPH 4.25 to K. Meyer, re: same; Additional calls and emails; Consider financing alternatives for theater improvements. Jul -28 -09 Meeting preparation; Weekly projects meeting with B. KPH 1.00 Cordingley and Pedcor projects team; Projects meeting with J. Brainard, R. Carter, L. Olds, and S. Mielke; Address land repurchase issues and alternative financing for office building; Address Civic issues and status; Attend to Mercantile loan documents; Conference with J. Shoup. Attend weekly projects meeting with Pedcor projects team; JRS 0.50 Attend to emails, re: Civic. Jul -29 -09 Conference call with R. McGinley, re: proposed KPH 4.25 Oppenheimer financings; Meeting preparation; Attend to Civic deal and use; Attend to Civic agreement; Meet with Civic representatives, S. Libman, W. Brans, L. Olds, and J. Shoup; Follow -up conference with S. Libman, L. Olds, and J. Shoup; Attend to meeting issues; Conference with J. Shoup. Attend Civic meeting; Attend follow -up conference with S. JRS 2.75 Libman, L. Olds, and K. Haas. Jul -30 -09 Attend to SEP issues; Follow -up on lease execution and KPH 1.00 announcement; Calls and emails; Attend to CRC financial statement; Prepare same for Regions; Attend to office building financing alternatives; Calls and emails, re: same. Telephone call with J. Stephenson, re: developer services RRW 0.25 agreement; Email same to J. Stephenson. Jul -31 -09 Attend to land purchase agreement; Conference with J. KPH 0.50 Shoup. Draft land purchase agreement. JRS 2.50 Aug -03 -09 Attend to REI development services agreement and project KPH 4.25 management agreement; Review and consider requested revisions; Calls and emails, re: same; Project funding, process, and timing meeting with J. Stephenson, B. Weddle, and M. Worthley; Address Civic issues; Conference call with S. Libman and W. Brans. Aug -04 -09 Meeting preparation; Weekly projects meeting with B. KPH 1.75 Cordingley and Pedcor projects team; Address project issues; Attend to project funding, loan closings, and base garage loan; Conferences with J. Shoup; Address Civic deal and use issues; Calls and emails, re: same. Attend weekly projects meeting with Pedcor projects team; JRS 3.75 Draft land purchase agreement; Draft assignment of purchase agreement; Draft installment contract. Aug -05 -09 Attend to base garage loan; Conference with J. Shoup; KPH 1.25 Attend to alternative developer financing arrangements; Attend to REI development services agreement and project management agreement; Conference with J. Shoup; Attend to land repurchase; Conference, re: same; Conference with J. Stephenson. Review and revise loan documents and installment contract JRS 2.50 for garage; Prepare for closing with Regions; Attend to emails, re: same; Review and revise REI project management agreement. Review emails from B. Weddle and K. Haas, re: installment RRW 0.25 contract and loan documents; Discuss same with K. Haas and J. Shoup. Aug -06 -09 Attend to fiscal plan, TIF projections, and Oppenheimer KPH 3.25 payment projections; Calls and emails, re: same; Attend to alternative office building financing; Calls and emails with J. Rush, re: same; Fiscal plan conference with L. Olds, S. Mielke and D. Cleveland; Fiscal plan meeting with same and C. Coonrod; Attend to land repurchase loan and base garage loan; Calls and emails, re: same. Attend to emails, re: project management agreement; JRS 0.50 Telephone call with R. Brown, re: land repurchase. Prepare fully executed SEP lease; Draft cover letters to M. RRW 0.50 Wright and S. Mielke, re: same; Discuss parking garage subcontracts and LO1's with K. Haas. Aug -07 -09 Meeting preparation; Meeting with Civic representatives, S. KPH 3.25 Libman, W. Brans, L. Olds, and J. Shoup; Follow -up on meeting issues; Conference with J. Shoup; Call with W. Brans. Prepare for closing with Regions; Attend Civic meeting. JRS 2.50 Telephone call with B. Weddle, re: notices to proceed and RRW 1.75 garage contracts; Draft garage contract template; Review and reply to email from B. Weddle, re: same; Draft notice to proceed; Email same to B. Weddle- Aug- 10-09 Prepare for closing with Regions; Address loan closing KPH 1.75 issues; Conference call with J. Stephenson, J. Sporleder, and J. Shoup, re: closing. Prepare for closing with Regions (including gather and /or JRS 3.50 prepare exhibits, attend to emails, and send documents out for signature); Telephone call with J. Stephenson and J. Sporleder, re: closing. Aug -1 1 -09 Meeting preparation; Weekly projects meeting with B. KPH 1.25 Cordingley and Pedcor projects team; Projects meeting with J. Brainard, R. Carter, L. Olds, and S. Mielke; Address land repurchase loan, office building financing, and Civic deal status; Prepare for closing with Regions; Calls and emails. Attend weekly projects meeting with Pedcor projects team; JRS 1.25 Prepare for closing with Regions. Aug -12 -09 Prepare for closing with Regions; Calls and emails; Prepare KPII 1.50 for and attend meeting with L. Olds, S. Sturtz, and Civic representatives. Aug- 1.3 -09 Prepare for closing with Regions; Meeting with J. KPH 1.00 Stephenson, re: loan document exhibits; Consider theater use issues and use proposals; Calls and emails. Prepare for closing with Regions. JRS 2.00 Aug -14 -09 Prepare for closing with Regions; Attend to loan closing KPH 3.00 requirements; Attend Regions closing; Calls and emails. Prepare for Regions closing; Attend Regions closing; Attend JRS 3.75 to Regions post closing matters. Prepare organizational documents for garage loan closing; RRW 1.00 Telephone call with M. Worthley, re: same; Review email from B. Weddle, re: form contract; Revise same; Email same to B. Weddle. Aug -17 -09 Review notes, file, and Civic agreement; Prepare for KPH 3.25 conference call; Conference call with K. Meyer, re: theater use and use points, and other issues; Follow -up on deal issues; Review and attend to Coonrod fiscal plan, Umbaugh TIP projections, and Oppenheimer financing materials; Attend to alternative developer financing arrangements; Attend to office building, black box theater and SEP lease issues; Conference call with J. Stephenson; Multiple additional calls and emails. Attend to Regions post closing matters. JRS 0.50 Aug -18 -09 Meeting preparation; Weekly projects meeting with B. KPH 1.50 Cordingley and Pedcor projects team; Projects meeting with J. Brainard, R. Carter, L. Olds, and S. Mielke; Address land purchase, take -down, and acquisition loan; Address office building financing, Civic deal status, grid package cost, theater use, SEP lease, and Cradle easement; Mark up SEP press release; Review Oppenheimer materials and spreadsheet; Review Umbaugh report and projections; Prepare for Wednesday meeting; Calls and emails. Aug -19 -09 Attend to 4CDC issues; Conference with R. Wilmering; KPH 2,50 Prepare for meeting with Indiana Bond Bank; Review Oppenheimer materials and spreadsheet; Meeting with D. Huge, IBB representatives, R. McGinley, L. Matthes, and B. Donaldson; Follow -up conferences; Address financing issues and alternative developer financing arrangements; Prepare for and attend commission executive session; Follow -up on meeting issues. Review emails from K. Haas, re: 4CDC, SEP lease, and RRW 0.25 ground breaking; Discuss same with K. Haas. Aug -20 -09 Attend to SEP matters; Prepare talking points; Prepare for KPH 3.75 and attend 4CDC board meeting; Address office building ownership and financing issues; Attend meeting with D. Ford, M. Perry, B. Weddle, L. Olds, S. Mielke, D. Cleveland, M. Worthley, and R. Wilmering, re: financing and payments; Project conference with L. Olds and M. Worthley; Follow -up on project matters; Attend to SEP deal explanations; Calls and emails. Attend 4CDC board meeting; Attend financing and payments RRW 2.75 meeting. Aug -21 -09 Attend to Civic deal and use issues; Follow up on same; KPH 0.50 Calls and emails. Revise form garage construction contract; Draft form buyout RRW 1.00 agreement; Email same to B. Weddle. Aug -23 -09 Attend to Civic deal and use issues; Emails. KPH 0.25 Aug -24 -09 Consider project funding/financing alternatives; Review KPH 1.75 Oppenheimer spreadsheet; Attend to Civic matters and issues; Call with C. Lynn -Dick; Conference call with J. Brainard; Conference with R. Carter, L. Olds, and S. Libman. Telephone call with M. Worthley, re: 4CDC. RRW 0.25 Aug -25 -09 Meeting preparation; Weekly projects meeting with B. KPH 4.75 Cordingley and Pedcor projects team; Address office building financing, land acquisition, acquisition financing, and purchase agreement; Prepare for and attend Civic meeting with R. Sorbera, C. Lynn -Dick, M. Lasley, and S. Libman; Address deal and use issues; Follow -up on meeting issues; Follow -up on IBB meeting and status; Conference call with B. Donaldson; Consider alternative office building financing. Aug -26 -09 Attend to main stage theater options; Address naming issues; KPH 4.00 consider funding changes; Attend to 4CDC bylaws; Civic status update email Attend to project management, fee developer, and owner /borrower issue, Consider alternatives to resolve same; Further outline funding process; Conference call with J. Stephenson; Attend to Iand purchase agreement; Initial review of same; Additional calls and emails. Review and reply to email from A. Stumpf, re: minutes of RRW 0.50 4CDC meetings; Draft Gradle utility easement. Aug -27 -09 Consider Civic deal and agreement changes due to main KPH 2.50 stage theater option; Attend to other Civic issues; Consider project funding alternatives; Attend to land acquisition loan; Attend to project sources /issue; Conference call with C. Lynn -Dick; Conference call with J. Brainard; Conference call with L. Olds, re: SEP and Civic. Aug -28 -09 Consider Civic deal and agreement changes due to main KPH 1.00 stage theater option; Attend to other Civic issues; Consider project funding alternatives; Attend to project sources /uses and funding/financing; Consider alternatives. Aug -31 -09 Attend to Civic deal terms; Attend to land reacquisition; KPH 0.75 Outline terms of purchase agreement; Conference with J. Shoup_ Attend to emails, re: Civic deal; Attend to emails, re: land JRS 0.75 purchase agreement; Conference with K. Haas, re: same. Review email from M. Worthley, re: Cradle deed; Revise RRW 0.50 Gradle utility easement; Email same to M. Worthley. Sep -01 -09 Meeting preparation; Weekly projects meeting with B. KPH 2.50 Cordingley and Pedcor projects team; Projects meeting with J. Brainard, R. Carter, L. Olds, and S. Mielke; Address land repurchase loan and office building financing; Address land purchase agreement; Address Signature construction management agreement and Pedcor Design invoice payment; Address Civic deal and status; Address garage design and loft construction; Address plan approval process; Address Pedcor and REI contracts; Follow -up on meeting issues. Attend weekly projects meeting with Pedcor projects team; JRS 2.50 Review and revise land purchase agreement. Sep -02 -09 Conference with J. Shoup, re: land purchase agreement and KPH 1.50 installment contract, revisions to theater agreement, and amendments to Regions master loan program agreement; Prepare and transmit deal materials and outlines to C. Lynn -Dick; Attend to additional Civic agreement terms; Calls and emails. Conference with K. Haas, re: land purchase agreement and JRS 2.00 installment contract, revisions to theater agreement, and amendments to Regions master loan program agreement. Review revised Meyer -Najem CM agreement; Telephone RRW 0.50 call with M. Worthley, re. same. Sep -0309 Attend meeting with National City representatives adn J. KPH 4.50 Rush; Attend to alternative developer financing arrangements; Attend to project sources and uses; Outline additional Civic agreement terms; Consider use and financing alternative; Conferences with J. Shoup; Attend to theater, use, funding, and completion issues; Multiple emails with S. Libman. Attend to email from J. Rush; Attend to emails, re: Civic; JRS 4.00 Review and revise theater agreement; Organize notes in preparation for drafting installment contract for land; Begin drafting amendment to master loan program agreement. Sep -04 -09 Attend to revisions to Civic agreement; Consider alternatives KPH 1.00 to issue resolution; Conferences with J. Shoup. Review and revise theater agreement. JRS 5.00 Revise Meyer -Najem CM agreement; Email same to M. RRW 0.50 Worthley. Totals 206.75 Total Fees $61,187.07 Total Disbursements $0.00 Total Fees and Disbursements $61,187.07 Previous Balance $56,881.91 Previous Payments $52,611.98 Balance Due Now 565,457.00 PrescribRd by State Board of Accounts ACCOUNTS PAYABLE VOUCHER City Form No. 201 (Rev. 1995) 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. Paye e �.sq- Al Purchase Order No. Terms ?�✓��a pc�j `'{6ZG� Date Due Invoice Invoice Description Amount Date Number (or note attached invoice(s) or bill(s)) 79 Total 7g `fS9 72 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 f� l ALLOWED 20 IN SUM OF 7 _;7z ON ACCOUNT OF APPROPRIATION FOR A Board Members Po# or INVOICE NO. ACCT #/TITLE AMOUNT DEPT. I hereby certify that the attached invoice(s), or ;'05Y-77- 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 2069 Signature Director of Opera #ions Cost distribution ledger classification if Title claim paid motor vehicle highway fund