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HomeMy WebLinkAboutWallack Somers & Haas - Engagement Letter for Legal ServicesWALLACK SOMERS &HAASpc Attorneys at Law February 8, 2001 City of Carmel Redevelopment Commission One Civic Square, Carmel, Indiana 46032 Attention: Richard A. Roesch, President RE: Engagement Letter with respect to Legal Services Dear Commission Members: BARRY Z. WALLACK MICHAEL S. WALLACK GEORGE W. SOMERS KARL R HAAS JENNIFER R. SHOUP NANCY J. FUTTERKNECHT Clih1 / 4a1 On behalf of myself and our firm, I want to thank you for selecting us to represent you as general counsel to The City of Carmel Redevelopment Commission ( "CRC "). We appreciate the confidence that your selection represents, and I want to assure you that we will devote our best efforts to uphold that trust. The purpose of this letter is to confirm the terms and conditions of our representation. This letter also confirms that, with respect to the services described below, CRC (and not any other agency or officer of the City of Carmel) is our client. Accordingly, our ethical duty with respect to those services is owed to CRC (and not any other agency or officer of the City of Carmel). We understand that only you (and your duly authorized agents) have the authority to direct our representation of CRC, and we will accept direction only from you (or your duly authorized agents). In addition, we will provide legal services with respect to only those matters approved by you (or your duly authorized agents). Before commencing work on any new CRC legal matter, we will obtain approval from you. Our services to CRC will include, as and when authorized: (a) general advice with respect to CRC legal matters; (b) advice with respect to the acquisition and disposition of real property (including negotiating and documenting purchases and sales of land, leases with CRC as landlord or tenant, terminations of leases, and related letters of intent); (c) advice with respect to redevelopment projects (including negotiating and documenting project agreements, relocation agreements, and related letters of intent); (d) advice with respect to other contractual matters (including negotiating and documenting licenses and agreements with licensees, contractors, consultants, other professionals); and (e) advice with respect to procedural matters. We understand that certain specific CRC legal matters will need to be handled by other law firms (such as representation of CRC as bond counsel). We will assist you in determining when it is in the best interests of CRC to engage another law firm to handle a specific CRC legal matter, and we will advise you with respect to the identification and selection of qualified law firms. When appropriate, we will One Indiana Square, Suite 1500 Indianapolis, Indiana 46204 Tel: 317.231.9000 Fax: 3 1 7.231.9900 Richard A. Roesch, President City of Carmel Redevelopment Commission February 26, 2001 Page 2 coordinate our services with representations of CRC by other law firms. If requested, we will provide oversight for representations of CRC by other law firms. Legal fees are determined based on the billable time spent by attorneys in our firm providing legal services to CRC. When any particular attorney works on your legal matters, the fee charged will be determined by multiplying that attorney's hourly billing rate by the number of billable time spent. We agree to provide legal services to CRC during calendar year 2001 at the hourly billing rates set forth on Schedule A. We will not change those rates during calendar year 2001, unless we obtain your prior approval. We will exercise our best efforts to keep our fees at reasonable amounts for each legal matter, and we will not charge CRC for time spent by attorneys performing duplicative services. Fees and expenses will be billed monthly, unless we agree with you to a different billing cycle. Expenses billed to CRC will include only the actual out -of- pocket expenses that we incur in connection with providing legal services to CRC (such as charges for messenger services, overnight delivery and long- distance conference calls). Fees and expenses for which you are billed will appear on itemized statements. We will provide a separate statement for each matter. We understand that deadlines have to be met and procedures have to be followed before payment can be rendered to us. Our expectation is that, if we tender a bill to you by the end of a calendar month, then it will appear on the agenda for the next regular CRC meeting, and, upon your approval, it will be paid in the usual course of City business. We expect that you will terminate our representation of CRC if: (a) we fail to provide services in accordance with this letter; (b) we have a conflict of interest; or (c) we fail in any way to meet our ethical duty to CRC. Of course, you will be free to terminate our representation at any time and for any other reason. Correspondingly, we may terminate our representation if: (a) there is a failure to timely pay fees properly billed and owing; (b) we discover any conflict of interest; (c) we discover that you have made a misrepresentation in connection with any legal matter that we are handling for you; or (d) you fail to cooperate with us in our representation of you. We look forward to working with you throughout 2001. If you have any questions concerning our representation, services or fees, please do not hesitate to call me. Please sign below to acknowledge and accept this engagement letter. Very truly yours, WALLACK, )411F Kar H,:s W Acknowledged and accepted January _, 2001. The City of Carmel Redevelopment Commission --- ichard A. Roes6ti, Pr'esitient EXHIBIT A Hourly Rates Barry Z. Wallack George W. Somers Karl P. Haas Michael S. Wallack Jennifer R. Shoup Nancy J. Futterknecht $245.00 $245.00 $245.00 $180.00 $165.00 $120.00