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176099 08/18/2009 CITY OF CARMEL, INDIANA VENDOR: 00351368 Page 1 of 1 ONE CIVIC SQUARE WALLACK SOMERS HAAS PC CARMEL, INDIANA 46032 ONE INDIANA SQUARE CHECK AMOUNT: $79,687.39 SUITE 1500 CHECK NUMBER: 176099 INDIANAPOLIS IN 46204 CHECK DATE: 8/18/2009 DEPARTMENT ACCOUNT PO N UMBER INVOICE N UMBER AMOUNT DESCRIPTION 902 4340000 14869 9,390.18 LEGAL FEES 902 4460810 14870 9,148.19 SHAPIRO'S 902 4460812 14871 1,553.14 O'MALIA'S Jt >902 4460814 14872 493.13 STREET DEPT FACILITY 902 4460816 14873 384.39 PELTON 902 4460821 14874 2,091.89 CAC 902 4460849 14875 2,123.77 TUESDAY MORNING 902 4460805 14876 4,920.05 RETAIL SITE #5 902 4460807 14877 17,903.22 PERFORMING ARTS CENTE 902 4460892 14878 616.25 APOSTOLIC CHURCH SITE 902 4460807 14879 31,063.18 PERFORMING ARTS CENTE S, S Wallack Somer Maas, dated C;�� 1).`2009 Invoice No. Parcel Line Item Amount C aj Q 14869 General Matters 4340000 9,390.18 14870 Parcel 10 4460810 9,148.19 14871 Parcel 12 4460812 1,553.14 i �1 14872 Parcel 14 4460814 493.13 14873 Parcel 16 4460816 384.39 14874 Parcel 21 4460821 2,091.89 14875 Parcel 49 4460849 2,123.77 14876 Parcel 4460805 4,920.05 14877 Parcel 7A 4460807 17,903.22 14878 Parcel 92 4460892 616.25 14879 Parcel 7C 4460807 31,063.18 Total 79,687.39 :s Wallack Somers Haas, P.C. r One .Indiana Square Suite 1500 Indianapolis, IN 46204 Phone: 317 /231 -9000 Fax: 317 /231 -9900 City of Carmel Redevelopment Commission Aug 12, 2009 One Civic Square Carmel, IN 46032 Matter: carmise Inv 14869 Attention: Mr. Les Olds RE: General Matters FEES EXPLANATION ATTY HRS Jul -06 -09 Conference call with W. Hammer; Attend to installment KPH 1.00 contract loan program issues; Attend to Council meeting report; Attend to other administrative matters; Calls and emails. Jul -07 -09 Attend to fiscal plan, budgeting, and funding; Calls, re: KPH 0.50 same. Jul -10 -09 Attend to administrative matters; Multiple calls. KPH 0.50 Jul -13 -09 Review email from M. McVicker, re: Devoe performance RRW 0.25 contract; Review DeVoe performance contract; Email M. McVicker, re: same. Jul -14 -09 SBA audit meeting with M. Hanchar, L. Olds, S. Mielke, and KPH 1.50 D. Cleveland. Jul -15 -09 Attend to administrative matters. KPH 0.25 Jul -16 -09 Attend to notice to bond trustee; Review same; Attend to KPH 1.00 administrative matters; Calls and emails. Jul -17 -09 Attend to access to records request and other administrative KPH 0.50 matters; Calls and emails. Review email from A. Stumpf, re: public notice; Research RRW 1.25 same; Conference with K. Haas, re: same; Email A. Stumpf, re: same. Jul -20 -09 Attend to budget, fiscal plan, TIF projections, project KPH 3.50 financing, and project funding; Meet with L. Olds, S. Mielke, and D. Cleveland, re: same. Jul -21 -09 Projects meeting with J. Brainard, R. Carter, L. Olds, and S. KPH 2.75 Mielke; Address fiscal plan and TIF projection; Attend to response for access to records request; Prepare for fiscal plan meeting; CRC regular meeting and executive session; Calls and emails. Jul -22 -09 Review financial records and projections; Prepare for fiscal KPH 4.25 plan meeting; Fiscal plan meeting with S. Mielke, D. Cleveland, C. Coonrod, and S. Lilly; Attend to meeting issues; Review project sources and uses. Jul -23 -09 Attend to project sources and uses and fiscal plan; Consider KPH 0.50 funding alternatives. Jul -24 -09 Attend to administrative platters; Calls and emails. KPH 0.25 Jul -28 -09 Review and mark up fiscal plan. KPH 0.75 Jul -29 -09 Attention to records request; Assemble applicable KPH 0.50 documents; Calls and emails. Jul -30 -09 Attend to fiscal plan; Mark up same; Calls and emails, re: KPH 2.50 same; Attend to issues, re: PAC grant and payment source; Multiple calls and emails, re: same. Jul -31 -09 Attend to administrative matters; Attend to issues, re: PAC KPH 2.25 grant and payment source; Multiple calls and emails, re: same. Aug -03 -09 Attend to administrative matters; Attend to issues, re: PAC KPH 1.75 grant and payment source; Multiple calls and emails, re: same; Attend to fiscal plan and budget. Aug -04 -09 Meeting with F &C principals, L. Matthes, L. Olds, and M. KPH 3.75 Worthley, re: proposed project; Attend to administrative matters; Attend to issues, re: PAC grant and payment source; Multiple calls and emails, re: same; Review and mark -up fiscal plan; Review TIF projections; Meeting preparation. Aug -05 -09 Review and mark -up fiscal plan; Review TIF projections; KPH 1.50 Meeting preparation. Aug -06 -09 Attend to fiscal plan, TIF projections, and Oppenheimer KPH 1.25 payment projections; Calls and emails, re: same; Fiscal plan conference with L. Olds, S. Mielke, and D. Cleveland; Fiscal plan meeting with same and C. Coonrod. Aug -07 -09 Attend to administrative matters; Calls and emails. KPH 0.25 Totals 32.50 Jul -23 -09 prepaid 419.87 Total Fees $9,810.05 Total Disbursements $0.00 Total Fees and Disbursements $9,390.18 Previous Balance $2,613.78 Previous Payments $2,613.78 Balance Due Now $9,390.18 WaRack Somers Haas, P.C. One Indiana Square Suite 1500 Indianapolis, IN 46204 Phone: 317/231-9000 Fax: 317/231-9900 City of Carmel Aug 12, 2009 One Civic Square Suite 140 Matten.-armparcel 10 Carmel, IN 46032 Inv 14870 Attention: Mr. Les Olds RE: Parcel 10 FEES EXPLANATION ATTY HRS Jul-06-09 Outline additional BJS supplemental agreement terms, KPH 1.75 Extended conference with J. Shoup. Conference with K. Haas, re: purchase agreement and related JRS 1.50 documents. Jul-07-09 Attend to BJS supplemental agreement issues; Conferences KPH 0.75 with J. Shoup; Calls and emails. Draft purchase agreement between CRC and BJS. JRS 0.75 Jul -08 -09 Draft purchase agreement between CRC and BJS. JRS 3.25 Jul-09-09 Attend to BJS supplemental agreement issues; Conferences KPH 0.50 with J. Shoup. Draft purchase agreement between CRC and BJS. JRS 3.75 Jul-10-09 Attend to BJS supplemental agreement; Conferences with J. KPH 0.75 Shoup, Draft purchase agreement between CRC and BJS; Draft form JRS 5.75 documents to attach as exhibits. Jul -13 -09 Attend to BJS supplemental agreement; Conference with J. KPH 1.00 Shoup; Review financials and tax returns; Calls and emails. Draft fonn documents to attache as exhibits to purchase JRS 4.50 agreement between CRC and BJS. Jul-14-09 Projects meeting with J. Brainard, R. Carter, L. Olds, S. KPH 0.25 Mielke, and J. Shoup. Attend meeting with Mayor Brainard, R. Carter, L. Olds, S. JRS 0.25 Mielke, and K. Haas. Jul -29 -09 Attend to BJS supplemental agreement; Calls and emails. KPH 0.25 Jul -30 -09 Attend to BJS supplemental agreement; Calls and emails. KPH 0.25 Jul -31 -09 Attend to status update; Calls and emails. KPH 0.25 Aug -06 -09 Meeting preparation; Review notes, file, and tri -party KPH 0.75 agreement. Aug -07 -09 Address issues, re: BJS supplemental agreement and FFB KPH 3.50 loan extension; Meeting preparation; Meeting with J. Nichols, T. Gill, and Z. Weiss; Follow -up conference with Z. Weiss. Totals 29.75 Total Fees $9,148.19 Total Disbursements S0.00 Total Fees and Disbursements $9,148.19 Previous Balance $3,690.06 Previous Payments $3,690.06 Balance Due Now $9,148.19 Wallack Somers Haas, P.C. One Indiana Square Suite 1500 Indianapolis, IN 46204 Phone: 317/231 -9000 Fax: 317/231 -9900 City of Carmel Aug 12, 2009 One Civic Square Suite 140 Matter:,armparcel12 Carmel, IN 46032 Inv 1.4871 Attention: Mr. Les Olds RE: Parcel 12 FEES EXPLANATION ATTY HRS Jul -06 -09 Attend to emails, re: CRC indemnity. JRS 0.25 Jul -14 -09 Meeting preparation; Weekly projects meeting with B. KPH 0.75 Cordingley and Pedcor projects team; Follow up on meeting issues; Conference with L .Olds. Attend weekly projects meeting with Pedcor projects team. JRS 0.50 Jul -20 -09 Review notes, re: changes required to be made to access JRS 1.75 declaration; Review and revise access declaration and send out. 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 parking management arrangement, access and use declaration, and maintenance of surface parking and landscaping. Attend weekly projects meeting with Pedcor projects team. JRS 0.50 Jul -29 -09 Telephone call with M. Worthley, re: insurance for Pedcor RRW 0.25 surface lot. Jul -31 -09 Attend to insurance obligations for parking lot; Telephone RRW 0.25 call with M. Worthley, re: same. Aug -03 -09 Attend to emails, re: access declaration; Review and revise JRS 0.50 access declaration. Totals 5.25 Total Fees $1,553.14 Total Disbursements $0.00 Total Fees and Disbursements $1,553.14 Previous Balance $1,537.52 Previous Payments $1,537.52 Balance Due Now $1,553.14 Wallaek Somers Haas, P.C. One Indiana Square Suite 1500 Indianapolis, fN 46204 Phone: 317/231 -9000 Fax: 317/231 -9900 City of Carmel Aug 12, 2009 One Civic Square Suite 140 Matter: .-armparce114 Carmel, IN 46032 Inv 14872 Attention: Mr. Les Olds RE: Parcel 14 FEES EXPLANATION ATTY HRS Jul -08 -09 Telephone call with M. Worthley, re: BobbyJohn RRW 0.25 agreements. Jul -10 -09 Conference with R. Wilmering. KPH 0.25 Conference with K. Haas, re: BobbyJohn easements and RRW 0.75 warehouse lease; Telephone call with M. Worthley, re: same; Email same to M. Worthley and S. Mielke. Jul -17 -09 Email S. Mielke, re: industrial gross lease; Telephone call RRW 0.50 with S. Mielke, re: same; Revise same; Email same to S. Mielke. Jul -22 -09 Telephone call with M. Worthley, re: BobbyJohn lease; RRW 0.25 Email same to M. Worthley. Jul -23 -09 Review email from M. Worthley, re: BobbyJohn lease; RRW 0.25 Telephone call with M. Worthley and S. Mielke, re: same. Jul -29 -09 Telephone call with M. Worthley, re: Harrill parcel and RRW 0.25 utility easements. Totals 2.50 Total Fees $493.13 Total Disbursements $0.00 Total Fees and Disbursements $493.13 Previous Balance $5,722.54 Previous Payments $5,722.54 Balance Due Now $493.13 Wallack Somers Haas, P.C. One Indiana Square Suite 1500 Indianapolis, IN 46204 Phone: 317 /231 -9000 1-9000 Fax: 317/231-9900 City of Carmel Aug 12, 2009 One Civic Square Suite 140 Matter:,annparcel 16 Carmel, IN 46032 Inv 4: 14873 Attention: Mr. Les Olds RE: Parcel 16 FEES EXPLANATION ATTY HRS Jul-14-09 Projects meeting with J. Brainard, R. Carter, L. Olds, S. KPH 0.25 Mielke, and J. Shoup. Projects meeting with Mayor Brainard, R. Carter, L. Olds, S. JRS 0.25 Mielke, and K. Haas. Jul-20-09 Project and financing conference with L. Olds and M. KPH 0.25 Worthley. Jul-21-09 Projects meeting with B. Cordingley and Pedcor projects KPH 0.50 team; Address unit sales and loan extension. Totals 1-25 Total Fees $384.39 Total Disbursements $0.00 Total Fees and Disbursements $384.39 Previous Balance $12,672.62 Previous Payments $12,672.62 Balance Due Now $384.39 Wallack Somers Haas, P.C. One Indiana Square Suite 1500 Indianapolis, IN 46204 Phone: 317/231 -9000 Fax: 317/231 -9900 City of Carmel Aug 12, 2009 One Civic Square Suite 140 Mattem.annparcel2l Carmel, IN 46032 Inv 14874 Attention: Mr. Les Olds RE: Parcel 21 FEES EXPLANATION ATTY HRS Jul -07 -09 Review email from M. Worthley, re: amendment to Carmel RRW 0.25 Arts project agreement; Review same; Email same to M. Worthley. Jul -08 -09 Telephone call with M. Worthley, re: project agreement and RRW 0.25 condo purchase offers. Jul -20 -09 Attend to condo purchase offers; Call with M. Urbanski; KPH 0.75 Project and financing conference with L. Olds and M. Worthley. Jul -21 -09 Projects meeting with J. Brainard, R.. Carter, L. Olds, and S. KPH 0.50 Mielke; Address condo sales and loan extension. Jul -27 -09 Telephone call with M. Worthley, re: Fifth Third loan RRW 0.25 extension agreement; Review same. Jul -29 -09 Telephone call with M. Worthley, re: condo and detached RRW 0.25 garage insurance. Ad -31 -09 Attend to Fifth Third Ioan extension: Review extension KPH: 1.00 agreement and CRC reaffirmation; Calls and emails, re: same. Conference with K. Haas, re: loan extension agreement; RRW 0.50 Telephone call with M. Worthley, re: same; Review loan agreement. Aug -03 -09 Attend to condo purchase offers; Conference with M. KPH 0.50 Worthley; Call with L. Olds. Aug -04 -09 Address Fifth Third loan extension issues; Extended memo KPH 1.00 and email to T. Gill; Additional calls and emails; Review and revise extension agreement and CRC reaffirmation. Aug -05 -09 Attend to Fifth Third loan extension; Calls and emails, re: KPH 0.75 same; Conference with R. Wilmering; Conference with J. Stephenson. Review emails from K. Haas, re: modification of loan RRW 0.25 documents; Revise CRC reaffirmation; Conference with K. Haas, re: same. Aug -06 -09 Attend to Fifth Third loan extension; Attend to condo KPH 1.25 purchase offers; Calls and emails, re: same; Conference with L. Olds. Totals 7.50 Total Fees $2,091.89 Total Disbursements $0.00 Total Fees and Disbursements $2,091.89 Previous Balance $2,198.79 Previous Payments $2,198.79 Balance Due Now $2,091.89 Wallack Somers Haas, P.C. One Indiana Square Suite 1500 Indianapolis, INT 46204 Phone: 317/231 -9000 Fax: 317/231 -9900 City of Carmel Aug 12, 2009 One Civic Square Suite 140 Matter:;armparcel49 Carmel, IN 46032 Inv 14875 Attention: Mr. Les Olds RE: Parcel 49 FEES EXPLANATION ATTY MRS Jul -02 -09 Review and reply to email fi•om M. Worthley, re: RRW 0.25 environmental cleanup claims and mass excavation numbers. Jul -08 -09 Telephone call with H. Nestedski, re: environmental claims; RRW 0.50 Discuss Peele house agreement with K. Haas; Revise same; Email same to M. Worthley; Telephone call with M. Worthley, re: same. Jul -09 -09 Attend to Regions loan disbursement; Calls and emails. KPH 0.50 Email M. Worthley, re: CRC's insurance policies; Review RRW 0.25 and reply to emails from M. Worthley, re: same. Jul -10 -09 Attend to Regions loan disbursement; Calls and emails. KPH 0.75 Attend to emails, re: disbursements of loan proceeds; Attend JRS 0.50 to voicemail from J. Pieters, re: same. Jul -13 -09 Attend to emails from D. Williams, re: exhibits. JRS 0.25 Review email from M. Worthley, re: project agreement; RRW 0.75 Review project agreement and first amendment; Email M. Worthley, re: same; Discuss same with K. Haas; Telephone call with M. Worthley, re: same. Jul -15 -09 Discuss CRC's insurance policies with K. Haas; Leave RRW 0.50 voicemail message for M. Wells, re: same; Telephone call with M. Worthley, re: Peele house agreement. Jul -20 -09 Project issues meeting with L. Olds and M. Worthley. KPH 0.50 Jul -21 -09 Projects meeting with J. Brainard, R. Carter, L. Olds, and S. KPH 0.50 Mielke; Address project issues and developer obligations. Jul -27 -09 Telephone call with M. Wells, re: environmental insurance RRW 0.50 coverages; Review emails from M. Worthley and J. Pieters, re: CRC's VFW relocation payment; Review first amendment, re: same; Email M. Worthley, re: same. Jul -28 -09 Projects conference with L. Olds and J. Shoup. KPH 0.25 Conference with L. Olds and K. Haas. JRS 0.50 Telephone call with M. Worthley, re: VFW relocation RRW 0.25 payments. Jul -29 -09 Attention to project agreement exhibits; Calls and emails. KPH 0.50 Attend to emails re: executed installment contracts. JRS 0.25 Aug -03 -09 Review and reply to email from M. Worthley, re: proposed RRW 0.25 amendment to utility easement. Aug -06 -09 Telephone call with M. Worthley, re: Keystone loan draws. RRW 0.25 Aug -07 -09 Telephone call with M. Worthley, re: Keystone loan draws; RRW 0.50 Review and reply to emails from J. Pieters, re: same; Telephone call with K. Haas, re: same. Totals 8.50 Total Fees $2,123.77 Total Disbursements $0.00 Total Fees and Disbursements $2,123.77 Previous Balance $2,311.13 Previous Payments $2,293.15 Balance Due Now $2,141.75 Wallack Somers Haas, P.C. One Indiana Square Suite 1500 Indianapolis, IN 46204 Phone: 317/231 -9000 Fax: 317/231 -9900 City of Carmel Aug 1.2, 2009 One Civic Square Suite 1.40 Matter: carmparcel5 Carmel, IN 46032 Inv 14876 Attention: Mr. Les Olds RE: Parcel FEES EXPLANATION ATTY HRS Jul -07 -09 Conference call with R. Brown and J. Shoup, re: regulatory KPH 1.00 issues; Attend to Veterans Way funding and financing. Telephone call with R. Brown and K. Haas, re: regulatory JRS 0.25 issues. Jul -09 -09 Attend to Oppenheimer financing materials; Meeting with B. KPH 1.25 Donaldson; Address proposed Oppenheimer financings; Address Indiana bond bank consideration; Address TIF and expense projections. Jul- 13 -09 Attend to proposed Opppenheimer financings. KPH 0.25 Jul -14 -09 Meeting preparation; Weekly projects meeting with B. KPH 1.00 Cordingley and Pedcor projects team; Follow up on meeting issues; Conference with L. Olds; Oppenheimer financings conference call with R. McGinley and A. Tomaschek; Focus on available TIF and coriftact payment coverage ratio; Follow up on conference call issues. Attend weekly projects meeting with Pedcor projects team. JRS 0.50 Jul -15 -09 Project funding and financing conference with L. Olds. KPH 0.25 Jul -16 -09 Review Oppenheimer payment coverage tables; Outline KPH 1.25 initial issues; Calls and emails; Address streetscape issues and obligations; Review project agreement. Jul -17 -09 Prepare for and participate in Oppenheimer financings KPH 0.50 conference call; Follow up on conference call issues. Jul -20 -09 Meeting with R. Brown, S. Sturtz, and J. Shoup, re: Veterans KPH 1.50 Way and streetscape legal descriptions, obligations, and funding. Attend meeting with R. Brown, S. Sturtz, and K. Haas; JRS 2.50 Review legal description agreement. Jul -21 -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 Veterans Way funding and streetscape obligations. Attend weekly projects meeting with Pedcor projects team. JRS 0.75 Jul -23 -09 Project sources and uses conference call; Additional calls KPH 0.25 and emails. Jul -24 -09 Attend to Veterans Way funding and project agreement KPH 1.00 obligations; Review project agreement to confirm same; Review financial commitment exhibits. Jul -28 -09 Meeting preparation; Weekly projects meeting with B. KPH 0.75 Cordingley and Pedcor projects team; Projects meeting with J. Brainard, R. Carter, L. Olds, and S. Mielke; Address garage utility issues; Address Veterans Way and streetscape scope and funding; Projects conference with L. Olds and J. Shoup. Attend weekly projects meeting with Pedcor projects team; JRS 0.50 Conference with L. Olds and K. Haas. Jul -29 -09 Conference call with R. McGinley, re: proposed KPH 0.25 Oppenheimer financings. Aug -06 -09 Attend to fiscal plan, TIF projections, and Oppenheimer KPH 1..25 payment projections; Calls and emails, re: salve; Fiscal plan conference with L. Olds, S. Mielke, and D. Cleveland; Fiscal plan meeting with same and C. Coonrod. Totals 16.00 Total Fees $4,920.05 Total Disbursements S0.00 Total Fees and Disbursements $4,920.05 Previous Balance $1,998.77 Previous Payments $1,998.77 Balance Due Now $4,920.05 Wallack Somers Haas, P.C. One Indiana Square Suite 1500 Indianapolis,lN 46204 Phone: 317 /231 -9000 Fax: 317/231 -9900 City of Carmel Aug 12, 2009 One Civic Square Suite 140 Matter:zarmparcel7a Carmel, IN 46032 Inv 14877 Attention: Mr. Les Olds RE: Parcel 7A FEES EXPLANATION ATTY HRS Jul -01 -09 Review emails from M.. Anderson and D. Moriarty, re: RRW 0.25 SS Email M. Anderson and D. Moriarty, re: same. Jul -06 -09 Attend to dome defect issues; Attend to Hagerman delay KPH 2.00 claim; Review Hagerman claim letter and claim matrix from S. Strawbridge; Conference with R. Weltering; Attend to Mercantile contractor escrows; Extended memo and email to D. Weber; Attend to Mercantile installment contract loan documents. Review cormuents to Mercantile master loan program JRS 1.00 agreement and form loan documents; Review and revise same and send out. Review letter and matrix from S. Strawbridge, re: no damage RRW 0.25 for delay exceptions; Discuss same with K. Haas. Jul -07 -09 Attend to alternative developer financing arrangements; KPH 1.00 Calls, re: same. Review no damages for delays cases from S. Strawbridge; RRW 2.50 Research same; Draft letter to S. Strawbridge. Jul -08 -09 Attend to Mercantile master loan program agreement and KPH 0.50 loan document issues. Draft letter to S. Strawbridge. RRW 1.00 Jul -10 -09 Regions loan covenant compliance and CRC financials. KPH 1.25 Discuss letter to S. Strawbridge with K. Haas; Revise same; RRW 0.50 Email same to M. Anderson, K. Altice, and L. Olds; 'Telephone call with M. Anderson, re: same. Jul -13 -09 Attend to Mercantile installment loan program and KPH 1.75 alternative developer financing arrangements; Extended memo and email to S. Mielke, re: Regions invoices and payments; Review loan program documents; Attend to dome defect claims; Calls and emails, including email to A. Buroker. Discuss Hagerman claims with K. Haas; Review email from RRW 0.50 K. Haas to A. Buroker, re: same. Jul -14 -09 Meeting preparation; Weekly projects meeting with B. KPH 1.75 Cordingley and Pedcor projects team; Projects meeting with J. Brainard, R. Carter, L. Olds, S. Mielke, and J. Shoup; Conference call with L. Olds and M. Anderson, re: dome defect and Hagerman claim. Attend weekly projects meeting with Pedcor projects team; JRS 1.00 Attend projects meeting with Mayor Brainard, R. Carter, L. Olds, S. Mielke and K. Haas. Jul -15 -09 Review notes and file; Prepare for meeting with Krieg KPH: 2.75 DeVault; Attend to notice to contractors, re: contract inquires; Conference with R. Wilmering; Dome defect claims; Meeting with L. Olds, A. Buroker, and R. Schein; Project funding and financing conference with L. Olds. Review and reply to email from M. Anderson, re: Hagerman; RRW 2.75 Discuss same with K. Haas; Email dome structure communications to A. Buroker; Review email from T. Brookie, re: WR Dunkin escrow agreement; Discuss same with K.Haas; Revise escrow agreement; Email same to T. Brookie; Discuss standard response to structural delay inquiries with K. Haas; Revise same; Email same to M. Anderson; Meet with L. Olds, A. Buroker, R. Schein, and K. Haas, re: structural defect claims. Jul -16 -09 Attend to dome defect and Krieg DeVault engagement; KPH 1.25 Follow up on insurance coverage issues; Calls and emails; Attend to Mercantile installment contract loan program and loan documents. Review comments from Mercantile; Review and revise JRS 0.50 master loan program agreement and form loan documents and send out. Review email from T. Brookie, re: WR Dunkin escrow RRW 0.50 agreement; Revise same; Telephone call with M. Worthley, re: same; Email S. Mielke, re: same; Email to S. Mielke, re: same; Telephone calls with M.Kapostasy, re: same. Jul -21 -09 Projects meeting with B. Cordingley and Pedcor projects KPH 1.25 team; Address dome defect and correction process; CRC executive session. Jul -22 -09 Dome defect conference call with A. Buroker; Attend to KPII 0.50 defect issues. Review emails from A. Buroker, M. Anderson, and K. Haas, RRW 0.50 re: SS Email A. Buroker, re: same; Leave voicemail message for K. Haas, re: same. Jul -23 -09 Dome defect claim status and work resumption meeting with KPH 3.75 L. Olds, M. Anderson, A. Buroker, and R. Schein; Follow -up conference with A. Buroker, and R. Schein; Review and comment on Kreig DeVault engagement letter; Extended memo and email to A. Buroker; Additional calls and emails; Conference call with R. Schein. Review emails from M. Anderson and K. Haas, re: SUE RRW 0.25 and Lynch, Harrison Brumleve; Calls with R. Schein, re: same. Jul -24 -09 Attend to project funding and dome defect; Calls and emails, KPH 2.75 re: same; Alternative developer financing arrangements; Attend to Mercantile issues; Attend to SS &E response letter; Calls and emails, re: same. Jul -27 -09 Attend to dome defect and related claims; Calls and emails. KPH 0.25 Jul -28 -09 Meeting preparation; Weekly projects meeting with B. KPH 1.75 Cordingley and Pedcor projects tease; Projects meeting with J. Brainard, R. Carter, L. Olds, and S. Mielke; Address Mercantile closing requirements; Address dome defects, repair status, and SUE response letter; Attend to Mercantile loan documents; Conference with J. Shoup; Review and revise SS &E response letter; Calls and emails, re: same. Attend weekly projects meeting with Pedcor projects team. JRS 0.25 Jul -29 -09 Review email from M. Anderson, re: Sofco work; Discuss RRW 0.25 same with K. Haas; Calls with M. Anderson, re: same. Jul -30 -09 Attend to CRC financial statement; Prepare same for KPH 0.50 Regions. Discuss Hagerman proposal to bond over Crider claim with RRW 2.00 K. Haas; Research same; Telephone call with M. Anderson, re: Sofco contract; Draft Sofco contract; Discuss same with K. Haas. Jul -31 -09 Attend to Mercantile loan uses and issues and closing KPH 2.25 requirements; Calls and emails, re: same; Extended memo and email to J. Ullom, re: same; Conference with R. Wihnering, re: same. Conference with K. Haas, re: Mercantile loan. JRS 0.50 Aug -03 -09 Attend to Mercantile loan uses and issues and closing KPH 0.75 requirements; Calls and emails, re: same; Conferences with J. Shoup, re: same. Draft loan documents for Mercantile installment. JRS 5.75 Discuss proposal to bond over Crider claims; Research same; RRW 0.50 Telephone call with S. Strawbridge, re: same. Aug -04 -09 Meeting preparation; Weekly projects meeting with B. KPH 0.75 Cordingley and Pedcor project team. Attend weekly projects meeting with Pedcor projects team; JRS 2.50 Review and revise loan documents and prepare for closing with Mercantile. Review and reply to email from M. Anderson, re: contract; RRW 0.25 Revise swine. Aug -05 -09 Attend to alternative developer financing arrangements; KPH 0.75 Attend to Hagerman/Crider claim and proposal to bond over same; Conferences with R. Wilmering. Prepare for closing with Mercantile; Attend to emails, re: JRS 0.50 same. Conference with K. Haas, re: Hagerman offer to bond over RRW 0.75 Crider claim; Conference with K. Haas, re: Sofco T &M contract; Revise same; Email same to M. Anderson, A. Buroker, and R. Schein; Email S. Strawbridge, re: Crider claim. Aug -06 -09 Attend to fiscal plan, TIF projections, and Oppenheimer KPH 1.75 payment projections; Calls and emails, re: same; Fiscal plan conference with L. Olds, S. Mielke, and D. Cleveland; Fiscal plan meeting with same and C. Coonrod; Attend to Mercantile closing requirements; Calls and emails, re: same. Prepare for closing with Mercantile (including review and JRS 6.25 revise loan documents, gather and/or prepare exhibits, and attend to emails). Telephone call with R. Schein, re: Sofco contract; Email RRW 0.50 Schein and A. Buroker, re: same; Review and reply to emails from Schein and K. Altice, re: same. Aug -07 -09 Prepare for closing with Mercantile (including review and JRS 2.75 revise loan documents, gather and/or prepare exhibits and attend to emails). Totals 63.50 Total Fees $17,903.22 Total Disbursements $0.00 Total Fees and Disbursements $17,903.22 Previous Balance $19.668.89 Previous Payments $19,668.89 Balance Due Now $17,903.22 Wallack Somers Haas, P.C. One Indiana Square Suite 1500 Indianapolis, IN 46204 Phone: 317 /231 -9000 Fax: 317/231 -9900 City of Carmel Aug 12, 2009 One Civic Square Suite 140 Matter:;armparcel92 Carmel, IN 46032 Inv 9: 14878 Attention: Mr. Les Olds RE: Parcel 92 FEES EXPLANATION A rry }-IRS Jul -20 -09 Attend to acquisition and condenulation issues; Conference KPH 0.50 with L. Olds and M. Worthley. Jul -27 -09 Telephone call with M. Worthley, re: acquisition of corner RRW 0.25 piece and meeting with M. Gary. Aug -05 -09 Attend meeting with M. Gary, L. Olds, and M. Worthley, re: RRW 2.25 acquisition of corner piece. Totals 3.00 Total Fees $616.25 Total Disbursements $0.00 Total Fees and Disbursements $616.25 Previous Balance $1,359.55 Previous Payments $1,335.77 Balance Due Now $640.03 Wallack Somers Haas, P.C. One Indiana Square Suite 1500 Indianapolis, IN 46204 Phone: 317/231 -9000 Fax: 317/231-9900 City of Carmel Aug 12, 2009 One Civic Square Suite 140 Matter:mrmparcel7c Carmel, IN 46032 Inv 14879 Attention: Mr. Les Olds RE: Parcel 7C FEES EXPLANATION ATTY IIRS Jun -18 -09 Prepare for and participate in Civic RFP response meeting KPH 5.00 with CRC response team; Follow up on meeting matters; Attend to response; Attend to base theater loan; Conference with J. Shoup; Attend to Mercantile installment contract loan program; Conference call with J. Ullom, J. McClellan, and J. Shoup; Background emails to J. Ullom; Prepare for Oppenheimer financings conference call; Consider event parking revenue financing; Oppenheimer financings conference call with R. McGinley and B. Donaldson; Conference with R. Wilmering. Attend meeting, re: assembly of response to Civic RFP; JRS 6.00 Attend to emails, re: same; Review and revise theater loan documents and send out; Review and revise Mercantile form loan documents and send out; Review and revise REI developer services agreement. Attend meeting, re: Civic RFP; Discuss same with K. Maas; RRW 4.00 Discuss SEP lease with K. Haas; Review emails from M. Wright, re: same; Draft lease exhibits. Jun -19 -09 Attend to Oppenheimer financings and REI scopes of KPH 4.00 services: Outline additional terms of developer services agreement and project management agreement; Conferences with J. Shoup; Attend to Civic RFP response; Extended memo and email to J. Brainard and R. Carter, re: Civic facilities agreement issues and proposed revisions; Review and revise Civic facilities agreement; Prepare RFP response materials; Attend to SEP lease issues and office building development matters; Additional calls and emails. Review and revise REI developer services agreement; Draft JRS 7.25 REI project management agreement; Attend to emails, re: Civic RFP response. Jun -20 -09 Review and mark up Civic RFP response; Conference with JRS 2.00 K. Haas, re: same. Jun -21 -09 Review and mark up Civic RFP response; Conference with J. KPH 5.00 Shoup; Prepare for Monday RFP response meeting. Jun -22 -09 Prepare for and participate in Civic RFP response meeting KPH 8.75 with CRC response team; Follow up on meeting matters; Attend to response; Project funding and financing conference with L. Olds and J. Shoup; Review Oppenheimer debt sizing spreadsheet; Calculate adjusted annual payments; Mark up additional RFP response sections; Conference with J. Shoup; Conference call with L. Olds; Calls and emails; Meet with W. Brans; Review and revise response. Attend meeting, re: Civic RFP resonse; Attend to emails and JRS 6.75 voicemails from M. Worthley, re: Civic RFP response; Review and mark up Civic RFP response and send out mark -up; Conference K. Haas, re: same; Draft REI project management agreement. Review and reply to emails, re: SEP lease and Civic RFP. RRW 0.25 Jun -23 -09 Meeting preparation; Weekly projects meeting with B. KPH 2.25 Cordingley and Pedcor projects team; Projects meeting with J. Brainard, R. Carter, L. Olds, and S. Mielke; Address land purchase and Civic RFP response; Address Oppenheimer financings available supporting increment; Address energy center offering and disposition; Follow up conference with L. Olds and S. Mielke; Follow up on meeting issues; Attend to SEP lease and exhibits; Attend to Civic RFP response; Conference with R. Wilmering; Review and revise L. Olds letter to PNC, re: land purchase; Calls and emails. Attend weekly meeting with Pedcor group; Draft REI project JRS 6.00 management agreement; Review and revise developer services agreement. Telephone call with M. Worthley, re: Civic RFP response; RRW 0.25 Discuss same with K. Haas. Jun -24 -09 Attend to alternative developer financing arrangements; KPH 2.25 Attend to developer services and project management agreements; Conference call with J. Stephenson; Review Oppenheimer debt sizing spreadsheet; Calculate adjusted annual payments; Determine coverage ratio; Attend to base theater loan and loan documents; Conference call with J. Sporleder; Attend to SEP lease issues; Conference with R. Wilmering. Draft REI project management agreement; Review and JRS 3.25 revise REI developer services agreement. Telephone call with A. Broderick and J. Robinson, re: SEP RRW 0.50 lease; Discuss same with K. Haas; Leave voicemail message for M. Wright, re: same. Jun -25 -09 Attend to alternative developer financing arrangements; KPH 2.75 Consider alternative land purchase arrangements; Attend to base theater loan and loan documents; Conferences with J. Shoup; Conference call with J. Sporleder; Review Civic facilities agreement; Extended memo and email to R. Dick, re: revisions to agreement; Review and revise developer services agreement; Attend to SEP lease isseus; Conference with R. Wilmering; Calls and emails. Draft REI project management agreement; Review and JRS 5.75 revise REI developer services agreement; Begin general agreement between REI and CRC for services in connection with large user issues; Telephone call with J. Sporleder, re: base theater loan documents; Review and revise base theater loan documents. Review emails from M. Wright and J. Stephenson, re: SEP RRW 1.50 lease; Telephone call with M. Wright, re: same; Revise same; Discuss same with K. Haas; Draft exhibits; Telephone call with J. Stephenson, re: same. Jun -26 -09 Attend to base theater loan and loan documents; Attend to KPH 5.75 developer services agreement and project management agreement; Review and revise same; Conference call with J. Ullom, J. McClellan, and J. Shoup; Multiple conference calls with J. Sporleder; Conferences with J. Shoup and R. Wilmering; Attend to loan consents and authorizations; Make closing arrangements; Draft borrower counsel opinion letter; Attend to CDC formation; Attend to energy center disposition; Calls and emails. Prepare for theater loan closing (including review and revise JRS 6.50 loan documents, draft qualified developer certification, and draft opinion); Telephone calls with J. Ullom and J. McClellan, re: base theater loan closing; Review and revise project management agreement and developer services agreement. Jun -29 -09 Attend to base theater loan and loan documents; Multiple KPH 4.25 conference calls with J. Sporleder; Conferences with R. Wilmering; Attend to loan consents and authorizations; Make closing arrangements; Draft borrower counsel opinion letter, Attend to closing requirements and loan document execution; Attend to developer services agreement and project management agreement; Attend to SEP lease issues and brokerage commissions; Conference call with J. Stephenson; Conference with R. Wilmering; Calls and emails. Discuss base theater loan closing with K. Haas; Telephone RRW 0.50 call with A. Broderick, re: SEP lease. Jun -30 -09 Conference with L. Olds; Projects meeting with J. Brainard, KPH 5.00 R. Carter, L. Olds, and S. Mielke; Address Civic RFP process; Address Regions swap; Address base theater loan and base garage loan; Prepare for base theater loan closing; Conduct base theater loan closing; Closing follow -up; Attend to resolution for base garage installment contract loan; Attedn to SEP lease isseus; Conference with R. Wilmering; Prepare for and attend Commission executive session; Prepare for and attend special Conunission meeting. Prepare closing documents for base theater loan closing; RRW 2.00 Review email from M. Wright, re: SEP lease; Attend base theater loan closing; Discuss SEP lease with K. Haas; Email M. Wright, re: same. Jul -01 -09 Attend to Oppenheimer financings; Prepare for and conduct KPH 5.75 meeting re energy center usage and disposition with L. Olds, R. Seger, and P. Grills; Follow up projects conference with L. Olds; Attend to SEP lease issues; Conference call with J. Stephenson; Attend to CDC formation and board; Calls and emails Review emails from M. Wright and J. Stephenson, re: SEP RRW 2.25 lease; Leave voicemail message for J. Stephenson, re: same; Telephone calls with J. Stephenson, re: same; Discuss same with K. Haas; Revise SEP lease; Email same to M. Wright. Totals 105.50 Total Fees $31,063.18 Total Disbursements $0.00 Total Fees and Disbursements $31,063.18 Previous Balance $48,472.59 Previous Payments $0.00 Balance Due Now $79,535.77 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. Payee k 5 "'7 V- h4ggs Purchase Order No. 'f� %Soo Terms Date Due Invoice Invoice Description Amount Date Number (or note attached invoice(s) or bill(s)) f Total C_1,� 1 hereby certify that the attached invoice(s), or bill(s), is (are) true and correct and I have audited same in acrdance with IC 5- 11- 10 -1.6. 20 Clerk- Treasurer VOUCHER NO. WARRANT NO. ALLOWED 20 IN SUM OF 179 ON ACCOUNT OF APPROPRIATION FOR 77,11,�= /i /a rQs� /rd g 39a -%8 Board Members Po# or INVOICE NO. ACCT #!TITLE AMOUNT DEPT. I hereby certify that the attached invoice(s), or 9a 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 20 O S' nature Director Title Cost distribution ledger classification if claim paid motor vehicle highway fund