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Home My WebLink About169784 03/17/2009 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: $74,385.98 o SUITE 1500 CHECK NUMBER: 169784 INDIANAPOLIS IN 46204 CHECK DATE: 3/17/2009 DEPARTMENT ACCO PO NUM INVO NUMBER AMO DESCRIPTION 902 4340000 3,738.16 14432 902 4460802 508.75 14425 902 4460805 8,071.92 14427 902 4460807 9,594.45 14430 902 4460807 12,056.30 14434 902 4460812 768.78 14422 902 4460813 153.76 14423 902 4460814 2,306.26 14424 902 4460821 5,030.02 14426 902 4460862 1,942.50 14433 902 4460892 14431 76.88 APOSTOLIC CHURCH SITE 902 4460849 14435 30,138.20 TUESDAY MORNING 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 Mar 11, 2009 One Civic Square Carmel, IN 46032 Matter: carmisc Inv 14432 Attention: Mr. Les Olds RE: General Matters FEES EXPLANATION ATTY HRS Feb -05 -09 Attend to request for information; Emails; Attend to meeting KPH 0.75 schedules and noticing of executive session; Emails. Feb -06 -09 Attend to administrative matters. KPH 0.25 Feb -07 -09 Attend to ADDBAC formation; Emails with S. Mielke. KPH 0.25 Feb -10 -09 Draft organizational documents for ADDBAC; Revise RRW 2.00 professional services and CM contracts; Call with L. Olds. Feb -I 1 -09 Attend to reflecting pool issues; Conference with R. KPH 1.50 Wilmering, re: same; Revise notice letter; Attend to executive session memos; Multiple calls and emails. Revise form CM and professional services contracts; Email RRW 1.00 same to L. Olds, M. Worthley and K. Haas. Feb -13 -09 Attend to administrative matters; Attend to memoranda and KPH 0.50 minutes; Attend to meeting notices and procedures. Feb -16 -09 Attend to administrative matters. KPH 0.25 Feb -17 -09 Meeting with J. Brainard, L. Olds, and S. Mielke; Address KPH 0.25 Browning Investments TIF proposal and reimbursement agreement. Review email from S. Mielke, re: resolution for promotional RRW 0.25 fund; Email K. Haas, re: same. Feb -18 -09 Administrative matters; Attend to memoranda and minutes; KPH 0.50 Calls and emails; Attend to Kosene performance issues. Prepare resolution for promotional fund; Discuss same with RRW 0.25 K. Haas; Email same to S. Mielke. Feb -19 -09 Attend to Kosene performance issues; Review project KPH 1.25 agreement provisions, notes, and file; Call N rith R. Brown, Attend to administrative matters; Meeting preparation; Emails. Feb -23 -09 Attend to Chaos contract proposal; Outline same; KPH 0.50 Conference with R. Wilmering. Feb -26 -09 Outline additional terms of Chaos contract proposal; KPII 1.00 Consider use of vendor's lien; Conference with R. Wilmering; Attend to administrative matters. Mar -03 -09 Meeting with J. Brainard, L. Olds, and S. Mielke; Address KPH 0.50 administrative matters. Mar -04 -09 Attend to TIF projections and CRC budgeting; Attend to KPH 2.00 invoice approval, funds projections, and CRC budgeting; Extended memo and email to C. Coonrod; Additional emails. Mar -05 -09 Attend to administrative matters. KPH 0.25 Mar -09 -09 Review and reply to email from S. Mielke, re: consultant RRW 0.50 contracts; Review emails from S. Mielke and K. Haas, re: articles and bylaws for ADDBAC; Leave message for S. Mielke, re: same. Totals 13.75 Total Fees $3,738,16 Total Disbursements $0,00 Total Fees and Disbursements $3,738.16 Previous Balance $7,633.17 Previous Payments $7,633.17 Balance Due Now $3,738.16 Wallack Somers Haas, P.C. One Indiana Square Suite 1500 Indianapolis, IN 46204 Phone: 317 /231 -9000 Fax: 317/231 -9900 City of Carmel Mar 11, 2009 One Civic Square Suite 140 Matter:,armparcei 12 Carmel, IN 46032 Inv 14422 Attention: Mr. Les Olds RE: Parcel 12 FEES EXPLANATION ATTY HRS Feb -05 -09 Attend to parking management issues. KPH 0.25 Feb -16 -09 Address rights to survive termination of parking KPH 0.50 management agreement; Conference with J. Shoup. Feb -17 -09 Weekly projects meeting with B. Cordingley and Pedcor KPH 0.50 projects team; Address parking garage management; Project status meeting with J. Brainard, L. Olds, and S. Mielke. Feb -18 -09 Attend to management, easement, Pedcor rights and parking KPH 1.00 management agreement. Feb -24 -09 Weekly projects meeting with B. Cordingley and Pedcor KPH 0.25 projects team; Address parking management issues. Totals 2.50 Total Fees $768.76 61 Total Disbursements $0.00 Total Fees and Disbursements $768.76 Previous Balance $691.88 Previous Payments $691.88 Balance Due Now 5768.76 Wallack Somers Haas, P.C. One Indiana Square Suite 1500 Indianapolis, rN 46204 Phone: 317 /231 -9000 Fax: 317/231 -9900 City of Carmel Mar 11, 2009 One Civic Square Suite 140 Matter ,armparce113 Carmel, IN 46032 Inv 14423 Attention: Mr. Les Olds RE: Parcel 13 FEES EXPLANATION ATTY HRS Feb -24 -09 Weekly projects meeting with B. Cordingley and Pedcor KPH 0.25 projects team. Attend weekly meeting with Pedcor projects team. JRS 0.25 Totals 0.50 V Total Fees $153.76 Total Disbursements $0.00 Total Fees and Disbursements $153.76 Previous Balance $76.88 Previous Payments $76.88 Balance Due Now $153.76 Wallack Somers Haas, P.C. One Indiana Square Suite 1500 Indianapolis, IN 46204 Phone: 317 /231 -9000 Fax: 317/231 -9900 City of Carmel Mar 11, 2009 One Civic Square Suite 140 Matter: ,,armpareel16 Carmel, IN 46032 Inv 14424 Attention: Mr. Les Olds RE: Parcel 16 FEES EXPLANATION ATTY HRS Feb -17 -09 Project status meeting with J. Brainard, L. Olds, and S. KPH 2.00 Mielke; Address lease proposals and Marine Bank loan extension; Loan extension meeting with B. Chaffin, J. Decter, L. Olds, and M. Worthley; Consider Pedcor financial indications; Extended memo and email to R. Carter. Feb -18 -09 Consider loan extension and restructuring alternatives; KPH 1.50 Outline same. Feb -19 -09 Meeting preparation; Attend executive session; Address loan KPH 0.50 extensions and leasing proposals. Feb -24 -09 Weekly projects meeting with B. Cordingley and Pedcor KPH 0.50 projects team; Address loan extension and developer/borrower substitution. Attend weekly meeting with Pedcor projects team. JRS 0.25 Feb -25 -09 Attend to proposals for sale, lease, build out,and KPH 0.50 development of CRC units; Conference with L. Olds. Feb -26 -09 Attend to loan extension and developer/borrower KPH 0.50 substitution; Conference call with B. Chaffin. Mar -03 -09 Project status meeting with J. Brainard, L. Olds, and S. KPH 0.75 Mielke; Address loan extension and substitution of developer/borrower; Address unit uses; Conference call with J. Stephenson and D. Ford. Mar -04 -09 Attend to CRC unit build -out and lease terms; Attend to KPH 1.00 construction management arrangement; Conference call with J. Stephenson and D. Ford. Totals 7.50 Total Fees $2,306.26 Total Disbursements $0.00 Total Fees and Disbursements $2,306.26 1 Previous Balance $538.14 Previous Payinents $538.14 Balance Due Now $2,306.26 Wallack Somers Haas, P.C. One Indiana Square Suite 1500 Indianapolis, IN 46204 Phone: 317 /231 -9000 Fax: 317/231 -9900 City of Carmel Mar 11, 2009 One Civic Square Suite 140 Matter: carmparce12 Carmel IN 46032 Inv 4: 14425 Attention: Mr. Les Olds RE: Parcel FEES EXPLANATION ATTY HRS Feb -10 -09 Review CRC documents, re: reflecting pond; Call with M. RRW 1.00 Worthley, re: same. Feb -11 -09 Discuss letter to Eden Enterprises with K. Haas; Draft same. RRW 1.00 Feb -12 -09 Revise notice to Eden Enterprises; Email same to L. Olds RRW 0.25 and M. Worthley. Feb -18 -09 Discuss notice to Eden Enterprises with K. Haas; Revise RRW 0.50 same. Totals 2.75 Total Fees $508.75 Total Disbursements $0.00 Total Fees and Disbursements $508.75 Previous Balance $461.25 Previous Payments $461.25 Balance Due Now $508.75 Wallack Somers Haas, P.C. One Indiana Square Suite 1500 Indianapolis, IN 46204 Phone: 317 /231 -9000 Fax: 317/231 -9900 City of Carmel Mar 11, 2009 One Civic Square Suite 140 Matter:,annparcel2l Carmel, IN 46032 Inv 14426 Attention: Mr. Les Olds RE: Parcel 21 FEES EXPLANATION ATTY HRS Feb -05 -09 Attend to title issues; Emails, re: same; Attend to developer KPH 0.75 issues; Emails, re: same. Feb -06 -09 Prepare for and meet with L. Stenz and J. Shoup, re: KPH 1.25 developer issues; Calls and emails. Feb -11 -09 Attend to developer and Lurie issues; Multiple emails. KPI-I 0.50 Feb -12 -09 Project status and developer issues meeting with L. Stenz, B. KPH 2.00 Sinders, L. Earnest, L. Olds, and J. Shoup; Follow -up conferences. Attend meeting with K. Haas, L. Olds, L. Stenz, and B. JRS 2.00 Sinders. Feb -17 -09 Project status meeting with J. Brainard, L. Olds, and S. KPH 0.50 Mielke; Follow -up on meeting issues. Attend to emails from L. Earnest; Send executed loan JRS 0.50 documents to L. Earnest. Review email from J. Shoup, re: condo declaration; Email RRW 0.25 same to T. Earnest. Feb -20 -09 Attend developer and Lurie issues. KPH 0.75 Discuss check and acknowledgement with K. Haas; Draft RRW 1.00 letter to Stenz; Draft acknowledgement. Feb -23 -09 Attend to loan extension; Calls and emails with T. Gill and KPH 0.50 B. Sinders. Draft Stenz acknowledgement; Leave voicemail message for RRW 1.50 M. Worthley, re: same; Call with M. Worthley, re: same; Email letter to Stenz Construction to L. Earnest, L. Olds, S. Mielke and K. Haas. Feb -24 -09 Attend to Lurie loan extension and information required by KPH 0.50 lender; Review notes and file; Emails. Review email from K. Haas, re; Stenz acknowledgement; RRW 0.25 Review emails from G. Gault and K. Haas, re: building declaration and operating covenant agreement. Feb -25 -09 Calls and emails. KPH 0.25 Review email from G. Gault, re: recorded instruments; RRW 0.75 Search for same; Telephone calls with S. Mielke, re: same; Review emails from K. Haas, re: same. Feb -26 -09 Meeting with L. Stenz, B. Sinders, L. Earnest, and L. Olds, KPH 2.50 re: project agreement amendment and construction loan extension; Follow -up on meeting issues. Discuss operating covenant agreement and other recorded RRW 0.50 instruments with K. Haas; Telephone cal with K. Boren, re: same. Feb -27 -09 Review and reply to emails from K. Boren, re: recorded RRW 0.25 instruments: Email same to G. Gault. Mar -02 -09 Review email from G. Gault, re: copies of recorded RRW 0.25 instruments; Mail same to G. Gault. Mar -05 -09 Review project agreement and tri -party agreement; Extended KPH 1.50 response memo and email to T. Gill, re: Fifth Third loan extension issues. Totals 18.25 Total Fees $5,030.02 Total Disbursements $0.00 Total Fees and Disbursements $5,030.02 Previous Balance $2,908.15 Previous Payments $2,908.15 Balance Due Now $5,030.02 Wallack Somers Haas, P.C. One Indiana Square Suite 1500 Indianapolis, IN 46204 Phone: 317/231 -9000 Fax: 317/231 -9900 City of Carmel Mar 11, 2009 One Civic Square Suite 140 Matter: carmparcel5 Carmel, IN 46032 Inv 14427 Attention: Mr. Les Olds RE: Parcel FEES EXPLANATION ATTY HRS Feb -09 -09 Review provisions of master project agreement, phase 1 KPH 3.25 project agreement, schedule K, exhibit E, reconciliations, amendments, and other applicable documents to determine CRC financial obligations; Compare same to Pedcor spreadsheet; Extended memo and email to R. Brown, re: same; Additional emails. Feb -10 -09 Meeting preparation; Weekly projects meeting with B. KPH 3.00 Cordingley and Pedcor projects team; Address CRC financial obligations; Address Pedcor spreadsheet; Follow -up conferences. Attend weekly meeting with Pedcor group. JRS 2.50 Feb -13 -09 Attend to parking issues and responsibilities; Conference call KPH 0.50 with R. Carter, re: same; Conference call with L. Olds. Feb -15 -09 Memo and email to R. Carter, re: parking issues and KPH 0.50 responsibilities; Prepare notes, re: parking. Feb -16 -09 Parking conference call with L. Olds; Confirm project KPH 3.25 agreement provisions, re: parking; Prepare for council meeting; Address rights to survive termination of parking management agreement; Conference with J. Shoup; Meeting preparation; Attend to council meeting; Post meeting conferences. Feb -17 -09 Meeting preparation; Weekly projects meeting with B. KPH 1.00 Cordingley and Pedcor projects team; Address CRC financial obligations and Pedcor spreadsheet; Project status meeting with J. Brainard, L. Olds, and S. Mielke; Project conference with L. Olds and M. Worthley. Attend weekly meeting with Pedcor projects team. JRS 1.25 Feb -18 -09 Consider Pedcor financial issues and project cost funding; KPH 0.50 Memo and email to R. Carter, re: same. Feb-19-09 Attend to parking issues; Review project agreement KPH 2.25 provisions, notes, and file; Extended response memo and email to Commissioners; Call with R. Sharp; Meeting preparation; Attend finance committee meeting and regular Commission meeting; Bond hearing. Feb-20-09 Conference call with R. Brown. KPH 0.25 Feb-24-09 Meeting preparation; Weekly projects meeting with B. KPH 1.25 Cordingley and Pedcor projects team; Address CRC funding reconciliation and alternative funding vehicles. Attend weekly meeting with Pedcor projects team. JRS 1.25 Feb-25-09 Conference with L. Olds and J. Shoup, re: project status and KPH 0.50 financing progress. Attend meeting with L. Olds and K. Haas, re: financing and JRS 0.50 status. Mar-03-09 Meeting preparation; Weekly projects meeting with B. KPH 1.00 Cordingley and Pedcor projects team; Address CRC funding reconciliation; Examine exhibits and spreadsheets. Attend weekly meeting with Pedcor projects team. JRS 1.75 Mar-09-09 Draft amendment to master loan program agreement; Call JRS 1.75 with K.Haas, re: same. Totals 26.25 Total Fees $8,071.92 Total Disbursements $0.00 Total Fees and Disbursements $8,071.92 Previous Balance $3,382.54 Previous Payments $3,382.54 Balance Due Now $8,071.92 Wallack Somers Haas, P.C. One Indiana Square Suite 1500 Indianapolis, IN 46204 Phone: 317 /231 -9000 Fax: 317/231 -9900 City of Carmel Mar 11, 2009 One Civic Square Suite 140 Matternarmparce162 Carmel, mT 46032 Inv 14433 Attention: Mr. Les Olds RE: Parcel 62 FEES EXPLANATION ATTY HRS Feb -11 -09 Draft Calabrese project agreement; Discuss same with K. RRW 1.75 Haas. Feb -12 -09 Revise Calabrese project agreement; Call with M. Worthley, RRW 1.50 re: same; Email same to M. Worthley. Feb -13 -09 Call with M. Worthley, re: Calabrese project agreement. RRW 0.25 Feb -16 -09 Call with M. Worthley, re: Ferrin agreements; Email same to RRW 0.25 M. Worthley. Feb -20 -09 Review email from M. Worthley, re: Calabrese agreements; RRW 0.25 Leave voicemail message for M. Worthley, re: same. Feb -23 -09 Call with M. Worthley, re: Ferrin agreements. RRW 0.25 Feb -24 -09 Review email from K. Haas, re: Chaos Building purchase RRW 0.25 agreement; Review draft LOI from D. Barker, re: same. Feb -25 -09 Draft purchase agreement for Chaos Building. RRW 2.25 Feb -26 -09 Draft purchase agreement for Chaos Building; Discuss same RRW 0.50 with K. Haas. Feb -27 -09 Draft Chaos building purchase agreement. RRW 0.25 Mar -02 -09 Draft Chaos building purchase agreement. RRW 1.25 Mar -05 -09 Telephone call with M. Worthley, re: Calabrese and Ferrin RRW 0.25 parking agreements; Review email from M. Worthley, re: same. Mar -06 -09 Review email from M. Worthley to J. Meunier, re: Ferrin RRW 0.75 parking agreements and attorney's fees; Telephone call with M. Worthley, re: same and Clabrese parking agreements; Revise Chaos purchase agreement; Email same to M. Worthley. Mar -09 -09 Listen to voicemail message from M. Worthley, re: Chaos RRW 0.75 building purchase agreement; Leave voicemail message for M. Worthley, re: same; Telephone call with M. Worthley, re: same; Review email from M. Worthley, re: LOI from D. Barker; Review LOI. Totals 10.50 Total Fees $1,942.50 Total Disbursements $0.00 Total Fees and Disbursements $1,942.50 Previous Balance $601.25 Previous Payments $601.25 Balance Due Now $1,942.50 Wallack Somers Haas, P.C. One Indiana Square Suite 1500 Indianapolis, IN 46204 Phone: 317/231 -9000 Fax: 317/231 -9900 City of Carmel Mar 11, 2009 One Civic Square Suite 140 Matter:;armparcel7a Cannel, IN 46032 Inv 14434 Attention: Mr. Les Olds RE: Parcel 7A FEES EXPLANATION ATTY HRS Feb -02 -09 Attend to alternative developer financing arrangements; KPH 2.00 Attend to termination/buy -out clause and other contract issues; Conference with R. Wilmering; Attend to available funding for contracts and calculation of availability; Project status conference call with L. Olds; Follow up on project matters. Revise terminationibuy -out clause; Discuss same with K. RRW 0.75 Haas; Email same to M. Anderson. Feb -03 -09 Meeting preparation; Weekly projects meeting with B. KPH 1.25 Cordingley and Pedcor projects team; Attend to installment contracts and Mercantile proposal; Attend to professional services agreement and CM contract; Attend to available funding for contracts and calculation of availability; Emails; Attend to installment contracts. Review and revise loan documents and installment contracts JRS 0.50 for PAC components. Feb -04 -09 Consider alternative /additional developers for master loan KPH 2.25 program; Meetings with prospective developers; Attend to installment contracts and loan documents; Review Mercantile proposal; Prepare comments; Prepare for meeting; Memo and email to J. Rush. Draft and/or review and revise loan documents and JRS 1.75 installment contracts for PAC components. Feb -05 -09 Prepare for and meet with Mercantile Bank officers, J. Rush, KPH 1.75 and L. Olds; Follow -up conferences; Attend to alternative developer financing arrangements; Multiple calls and emails. Feb -06 -09 Prepare for and meet with M. Anderson, K. Altice, and other KPH 3.50 Shiel Sexton persoimel, re: claims for time, funds available for contract issuance, and timing and requirements of contract issuance. Feb -09 -09 Attend to alternative developer financing arrangements; KPH 0.75 Attend to funds available for contract issues. Feb -11 -09 Attend to contract issuance and funds available for contract KPH 1.50 issuance; Emails, re: same; Review Mercantile term sheet and loan memo; Attend to issues, re: same; Emails to J. Rush, re: same; Attend to contract assignments for installment contracts; Emails, re: same. Review email from S. Mielke, re: WR Dunkin and Complete RRW 0.50 Masonry escrow agreements; Review and revise same; Email same to S. Mielke. Feb -12 -09 Attend to contact issuance for big packages covered by KPH 0.50 installment contracts; Memos and emails, re: same. Attend to swap confirmation; Review same and amortization KPH 0.50 table; Memo and email to R. Carter. Review emails from K. Haas and M. Anderson, re: RRW 0.50 assignment clause; Discuss same with K. Haas; Draft same; Email same to M. Anderson. Feb -13 -09 Attend to alternative developer financing arrangements; KPH 0.50 Consider Oppenheimer proposals; Attend to installment contracts and prospective developer/borrowers. Feb -15 -09 Work on form mortgage for master loan program developer KPH 0.75 loans; Review Mercantile term sheet and consider required changes. Feb -16 -09 Attend to claims for time; Memo and email, re: same; Attend KPH 1.75 to funds available for contract issuance and timing requirements of contract issuance; Conference with M. Anderson. Feb -17 -09 Meeting preparation; Weekly projects meeting with B. KPH 1.50 Cordingley and Pedcor projects team; Address Mercantile proposal issues; Attend to alternative developer financing arrangements; Conference call with L. Matthes and B. Donaldson; Review M. Anderson contract funding sheets; Prepare comments. Feb -18 -09 Attend to alternative developer financing arrangements; KPH 0.50 Consider alternatives; Calls and emails. Feb -19 -09 Attend regular meeting; PAC status presentation. KPH 0.50 Feb -20 -09 Attend to delay claims and contract issuance; Extended KPH 1.25 memo and email to M. Anderson; Additional emails. Feb -22 -09 Review and comment on contract funding sheets; Multiple KPH 3.50 extended memos and emails to M. Anderson and CRC financial group. Feb -23 -09 Attend to contract funding and issuance; Multiple calls and KPH 1.50 emails. Feb -24 -09 Meeting preparation; Attend to calculation of funds available KPH 2.00 for contract issuance and spreadsheet preparation; Meeting with M. Anderson, other Shiel Sexton personnel, B. Bogan, L. Olds, S. Mielke, and D. Cleveland, re: same; Attend to contract issuance; Meeting follow -up. Review email from J. Lewis, re: escrow agreements; Call RRW 1.00 with J. Lewis, re: same; Revise escrow agreements; Email same to J. Lewis; Review email from J. Lewis, re: same; Research retainage statute; Email J. Lewis, re: same. Feb -25 -09 Attend to calculation of funds available for contract issuance; KPH 0.50 Calls and emails. Feb -26 -09 Attend to alternative developer financing arrangements; KPH 0.75 Attend to retainage escrow issues; Conference with R. Wi lmering. Discuss escrow agreements with K. Haas; Email G. Gault, RRW 0.50 re: same. Feb -27 -09 Attend to alternative developer financing arrangements; KPH 0.25 Emails. Feb -28 -09 Consider which lender and loan for various KPH 0.50 developer/borrowers. Mar -01 -09 Consider coordination of lenders and loans as part of master KPH 0.50 loan program. Mar -02 -09 Review letter and escrow account form from Indiana RRW 0.25 Business Bank; Email same to S. Mielke. Mar -03 -09 Meeting preparation; Weekly projects meeting with B. KPH 0.50 Cordingley and Pedcor projects team; Address professional services agreement and construction management contract. Revise form escrow agreement; Telephone call with R. RRW 0.25 Hargraves, re: same; Email same to R. Hargraves. Mar -05 -09 Attend to alternative developer financing arrangements. KPH 0.50 Review and reply to email from R. Hargraves, re: escrow RRW 0.25 agreement; Discuss same with K. Haas. Mar -09 -09 Draft amendment to master loan program agreement; JRS 3.00 Telephone call with K. Haas, re: same; Revise loan documents to be consistent with amended master loan program agreement. Review email from K. Haas and PAC contract assignments; RRW 0.50 Email M. Anderson, re: same; Review and reply to emails form M. Anderson and D. Adams, re: same. Totals 41.00 Total Fees $12,056.30 Total Disbursements $0.00 Total Fees and Disbursements $12,056.30 Previous Balance $25,015.76 Previous Payments $11,838.83 Balance Due Now $25,233.23 Wallack Somers Haas, P.C. One Indiana Square Suite 1500 Indianapolis, IN 46204 Phone: 317/231 -9000 Fax: 317/231 -9900 City of Carmel Mar 11, 2009 One Civic Square Suite 140 Matter:: armparcel7e Carmel, IN 46032 Inv 14430 Attention: Mr. Les Olds RE: Parcel 7C FEES EXPLANATION ATTY HRS Feb -05 -09 Prepare for and meet with Mercantile Bank officers, J. Rush, KPH 1.75 and L. Olds; Follow -up conferences; Attend to alternative developer financing arrangements; Multiple calls and emails. Feb -09 -09 Attend to alternative developer financing arrangements. KPH 0.50 Feb -10 -09 Theater user conference call with D. Moriarity; Address KPH 1.00 project and timing issues; Attend to SEP lease letter of intent; Attend to Pedcor professional services agreement; Multiple emails. Feb -11 -09 Attend to SEP lease letter of intent; Emails, re: same; Attend KPH 1.00 to sale of energy center; Conference call with J. Brainard, re: same. Review Mercantile term sheet and loan memo; Attend to KPH 0.50 issues, re: same; Emails to J. Rush, re: same. Feb -12 -09 Attend to Pedcor professional services agreement and KPH 2.00 Signature construction management agreement; Conference call with R. Brown and R. Wilmering; Follow -up on open issues; Emails, re: same; Attend to installment contracts and loan documents; Attend to swap confirmation; Review same and amortization table; Memo and email to R. Carter. Call with R. Brown and K. Haas, re: CM and professional RRW 0.50 services contracts; Revise same; Email same to R. Brown, L. Olds, S. Mielke, M. Worthley, and K. Haas. Feb -13 -09 Attend to alternative developer financing arrangements; KPH 0.75 Consider Oppenheimer proposals; Attend to instalhnent contracts and prospective developer/borrowers; Attend to parking issues and responsibilities; Conference call with R. Carter, re: same. Feb -15 -09 Work on form mortgage for master loan program developer KPH 2.25 loans; Memo and email to R. Carter, re: parking issues and responsibilities; Prepare notes, re: parking; Review Mercantile term sheet and consider required changes; Review Pedcor project cost allocations; Prepare comments, re: same. Feb -16 -09 Work on form mortgage for master loan program developer KPH 4.25 loans; Parking conference call with L. Olds; Confirm project agreement provisions, re: parking; Prepare for council meeting; Meeting preparation; Attend council meeting; Post meeting conferences. Feb -17 -09 Meeting preparation; Weekly projects meeting with B. KPH 2.25 Cordingley and Pedcor projects team; Address Mercantile proposal issues; Address Pedcor professional service agreement issues; Project status meeting with J. Brainard, L. Olds, and S. Mielke; Attend to alternative developer financing arrangements; Conference call with L. Matthes and B. Donaldson; Review, consider, and respond to D. Krohne emails, re: additional design charges; Consider Pedcor financial indications; Extended memo and email to R. Carter. Attend weekly meeting with Pedcor projects team. JRS 1.25 Feb -18 -09 Attend to engineering invoices, Pedcor professional services KPH 2.25 agreement, and approval of agreement; Calls and emails; Attend to alternative developer financing arrangements, Consider alternatives; Consider Oppenheimer proposals and energy center sale; Extended response memo and email to B. Donaldson; Additional calls and emails; Consider Pedcor financial issues and project cost funding; Memo and email to R. Carter, re: same. Attend to emails, re: invoices. JRS 0.25 Feb -19 -09 Attend to Pedcor professional services agreement maximum KPH 2.25 amount; Call with R. Brown; Meeting preparation; Attend finance committee meeting and regular Commission meeting; Bond hearing; Approval of Pedcor professional services agreement and Signature construction management contract; Follow up on SEP lease; Emaiis. Feb -20 -09 Conference call with R. Brown. KPH 0.25 Feb -24 -09 Weekly projects meeting with B. Cordingley and Pedcor KPH 0.25 projects team; Address professional services agreement and construction management agreement. Feb -25 -09 Conference with L. Olds and J. Shoup, re: project status and KPH 0.50 financing progress. Attend meeting with L. Olds and K. Haas, re: financing and JRS 0.50 status. Feb -26 -09 Attend to alternative developer financing arrangements; KPH 0.75 Attend to SEP letter of intent; Calls and emails. Review email from K. Haas, re: Pedcor CM and services RRW 0.25 contracts; Email same to R. Brown. Feb -27 -09 Attend to alternative developer financing arrangements; KPH 1.00 Attend to bond approval issues and finance committee request for back -up; Multiple emails, re: same; Follow -up on SEP letter of intent; Emails, re: same. Feb -28 -09 Consider which lender and loan for various KPH 0.50 developer /borrowers. Mar -01 -09 Consider coordination of lenders and loans as part of master KPH 0.50 loan program. Mar -03 -09 Project status meeting with J. Brainard, L. Olds, and S. KPH 1.25 Mielke; Address SEP lease and Civic deal issues; Address owner's representative; Conference call with J. Stephenson and D. Ford; Attend to SEP lease matters; Emails. Attend weekly meeting with Pedcor projects team. JRS 0.50 Mar -04 -09 Attend to office building and black box development; Attend KPH 1.00 to owner's representative arrangement; Conference call with J. Stephenson and D. Ford. Mar -05 -09 Attend to alternative developer financing arrangements. KPH 0.50 Mar -06 -09 Conference with K .Haas, re: mortgages for garage and JRS 0.25 theater loan documents. Mar -09 -09 Draft amendment to master loan program agreement; Call JRS 0.75 with K.Haas, re: same. Totals 31.50 Total Fees $9,594.45 Total Disbursements $0,00 Total Fees and ]Disbursements $9,594.45 Previous Balance $60,883.28 Previous Payments $29,827.62 Balance Due Now $40,650.11 Prescribed 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. Payee Purchase Order No. Terms Date Due Invoice Invoice Description Amount Date Number (or note attached invoice(s) or bill(s)) 1,q41 3 y am "'l- s 3 73,p, 16 /yy 2:2 76 F_ 76 .?6 2306-2(,' 3 /i o lyy2s Z_ /°Z/ 3U 0 2 31 11 1 ,1 9 1qZ117 1 152 5 71- 9 2 3 lq Total M /70 I hereby certify that the attached invoice(s), or bill(s), is (are) true and correct and I have audited same irn accordance with IC 5- 11- 10 -1.6. 20 e:- Clerk- Treasurer .VOUCHER NO. WARRANT NO. ALLOWED 20 IN SUM OF 6tliaro /crrl�Y/✓D /f ��i� '76��7 ON ACCOUNT OF AP ON FOR Board Members PO# or D PT. INVOICE NO. ACCT #!TITLE AMOUNT I hereby certify that the attached invoice(s), or 002 /yy3 2 y 3 yo 3,73V6 bill(s) is (are) true and correct and that the 9a 2- 19�/27 12 '76� -76 materials or services itemized thereon for got lqq2-3 NYlo08'l 3 1 93 -7& which charge is made were ordered and 1gbO816 L364 Z6 received except g02 141y S 'fYC0 So87S o yy� 5030_ 2- got l y G 2 902 /yy go 12056, yy0,F07 9 5 9 y,y Signature ce.C Title Cost distribution ledger classification if claim paid motor vehicle highway fund Wallack Somers Haas, P.C. One Indiana Square Suite 1500 Indianapolis, IN 46204 Phone: 317 /231 -9000 Fax: 317/231 -9900 City of Carmel Mar 11, 2009 One Civic Square Suite 140 Matter ::armparce192 Carmel, IN 46032 Inv 14431 Attention: Mr. Les Olds RE: Parcel 92 FEES EXPLANATION ATTY HRS Mar -03 -09 Project status meeting with J. Brainard, L. Olds, and S. KPH 0.25 Mielke. Totals 0.25 Total Fees $76.88 Total Disbursements $0.00 Total Fees and Disbursements $76.88 Previous Balance $1,298.91 Previous Payments $1,293.13 Balance Due Now $82.66 Wallack Somers Haas, P.C. One Indiana Square Suite 1500 Indianapolis, IN 46204 Phone: 317 /231 -9000 Fax: 317/231 -9900 City of Carmel Mar 11, 2009 One Civic Square Suite 140 Matter armparce149 Carmel, IN 46032 Inv 14435 Attention: Mr. Les Olds RE: Parcel 49 FEES EXPLANATION ATTY HRS Feb -05 -09 Attend to project agreement and installment contract issues; KPH 1.25 Conferences with J. Shoup; Calls and emails. Feb -06 -09 Attend to ancillary documents; Conference with J. Shoup; KPH 1.00 Attend to VFW issues; Calls, re: same. Feb -07 -09 Attend to ancillary documents; Consider documents required KPH 0.25 for closing. Feb -09 -09 Outline additional terms of access and use declaration and KPH 0.50 garage stacking declaration. Draft access and use declaration. JRS 0.75 Feb -10 -09 Attend to title and survey issues; Memo and email to D. KPH 0.50 Williams. Feb -12 -09 Attend to project agreement status; Attend to VFW KPH 1.00 relocation issues; Memos and emails, re: same; Conference with J. Shoup, re: document terms. Conference with K. Haas, re: documents to be drafted; Draft JRS 4.25 right of way installment contract. Feb -13 -09 Attend proposed VFW deal and relocation changes; Calls KPH 2.25 and emails; Conference call with D. Coots; Conference call with L. Olds; Review notes, file, and project agreement; Extended memos and emails to J. Pieters and R. Carter. Draft right of way installment contract; Attend to emails, re: JRS 7.00 exhibits and ancillary documents. Draft garage stacking declaration. RR W 3.75 Feb -15 -09 Review garage installment contract. KPH 0.50 Feb -16 -09 Conference call with L. Olds; Conference call with B. KPH 1.00 Donaldson; Emails; Attend to project agreement issues; Attend to VFW deal and relocation. Feb -17 -09 Project status meeting with J. Brainard, L. Olds, and S. KPH 1.50 Mielke; Follow -up on meeting issues; Conference with B. Donaldson; Emails; Attend to alternative developer financing arrangements; Conference call with L. Matthes and B. Donaldson; Project conference with L. Olds and M. Worthley. Attend to emails, re: exhibits to project agreement. JRS 0.25 Feb -18 -09 Attend to project agreement exhibits; Calls and emails. KPH 0.25 Feb -19 -09 Attend to project agreement, project construction loan, and KPH 3.25 garage installment contract loan; Meeting with E. Ozdemir, J. Pieters, B. Donaldson, D. Williams, L. Olds, M. Worthley, and J. Shoup; Meeting preparation; Attend executive session; Address project status, financing, and VFW relocation alternatives. Prepare and attend meeting with K. Haas, L. Olds, and JRS 4.75 developer's team; Review and revise right of way installment contract; Draft environmental indemnity agreement. Feb -20 -09 Outline new VFW deal and project agreement amendment; KPI1 1.50 Conference with J. Shoup. Draft first amendment to project agreement. JRS 3.25 Feb -22 -09 Review and revise garage install contract; Prepare KPH 2.00 comments. Feb -23 -09 Review and revise garage install contract; Prepare KPH 4.50 comments; Attend to title, survey, closing requirements, and VFW relocation terms; Determine how to secure project construction loan and garage installment contract loan; Multiple calls and emails; Address open project agreement amendment issues; Extended memo and emails to J. Pieters and D. Williams, re: same; Gather and provide CRC financial information Draft first amendment to project agreement. JRS 6.50 Review emails from M. Worthley, D. Williams, and K. Haas, RRW 0.25 re: title documents; Call with M. Worthley, re: legal drain. Feb -24 -09 Conference with I Rush, L. Olds, and J. Shoup, re: KPH 2.00 Mercantile bank funding of garage installment contract loan; Conference call with D. Williams; Extended memo and email to J. Pieters and D. Williams; Address project and document issues; Conferences with J. Shoup; Calls and emails. Meeting with K. Haas, L. Olds, and J. Rush, re: Mercantile JRS 4.75 Bank financing; Draft first amendment to project agreement; Review and revise right of way term sheet; Review and revise right of way installment contract. Review emails from K. Haas and M. Worthley, re: VFW RRW 0.25 deal. Feb -25 -09 Meeting preparation; Project issues and closing requirements KPH 7.75 meeting with E. Ozdemir, J. Pieters, D. Williams, L. Olds, M. Worthley, and J. Shoup; Attend to multiple issues; Meeting issues recap; Attend to ancillary agreements; Review and revise project agreement amendment; Review applicable project agreement provisions; Follow -up on missing items and documents; Multiple calls and emails. Attend meeting with L. Olds, K.Haas and developer's team; JRS 5.75 Review and revise garage installment contract. Draft garage stacking declaration and plaza stacking RRW 1.00 declaration. Feb -26 -09 Attend to ancillary agreements and loan documents; KPH 1.00 Conferences with J Shoup; Multiple emails. Attend to emails, re: closing; Review and revise garage JRS 6.75 installment contract and right of way installment contract; Review revised amendment to project agreement; Draft loan documents for garage financing. Draft plaza stacking declaration. RRW 1.00 Feb -27 -09 Multiple calls and emails; Conference call with L. Olds; KPH 4.25 Conference call with D. Williams; Attend to and address multiple deal issues and issues, re: project construction loan, garage installment contract loan, ancillary agreements, loan documents, closing requirements, and VFW deal and relocation; Conferences with J. Shoup. Review comments to environmental indemnity; Draft loan JRS 6.50 documents for garage financing; K. Haas, re: same. Feb -28 -09 Review notes, file, emails, and status information; Extended KPH 3.50 memo and email to Commission members, re: special meeting agenda and action items; Review and revise access and use declaration. Mar -01 -09 Review and revise access and use declaration; Distribute KPH 4.00 same; Extended memo and email to Commission members garage installment contract loan; Multiple additional emails. Totals 100.50 Total Fees $30,138.20 Total Disbursements $0.00 Total Fees and Disbursements $30,138.20 Previous Balance $10,964.42 Previous Payments $10,946.42 Balance Due Nov $30,156.20 Prescribed 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. Payee S �G Purchase Order No. Terms 20 y Date Due Invoice Invoice Description Amount Date Number (or note attached invoice(s) or bill(s)) 92 t ,4 Total I hereby certify that the attached invoice(s), or bill(s), is (are) true and correct and I have audited same in rccordance with IC 5- 11- 10 -1.6. 20 Clerk- Treasurer VOUCHER NO. WARRANT NO. ALLOWED 20 IN SUM OF C/f,7 o1��i?lr S G�Ucy� �i 7.o,SQ6 s 0, ON ACCOUNT OF APPROPRIATION FOR Board Members PO# or DEPT. INVOICE NO. ACCT #/TITLE AMOUNT I hereby certify that the attached invoice(s), or 9�/2 S�y�o�92 7�,,'�8" bill(s) is (are) true and correct and that the gD2 yyGC� y 3o 3,?, 2,j materials or services itemized thereon for which charge is made were ordered and received except 20 Q sz:�)64j- g Aw Signature Title Cost distribution ledger classification if claim paid motor vehicle highway fund