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FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL- 1997
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DOCUMENT CONTROL NO. 31292 CLERK-TREASURER
OFFICE COPY
1
OGLETREE,DEAKINS,NASH,
letree SMOAK&STEWART,P.C.
Attorneys at Law
III Monument Circle,Suite 4600
Dealthis Indianapolis,IN 46204
Telephone: 31 7.916.1300
Facsimile: 317.916.9076
www.ogletreedeakins.com
Ian Michelsen
317.916.2157
jan.michelsen@ogletreedeakins.com
July 19, 2011
Via email and
United States Mail
Personal and Confidential
Douglas C. Haney
City of Carmel
Carmel City Hall
One Civic Square
Carmel, Indiana 46032
RE: Engagement Letter
Dear Mr. Haney:
We are pleased you are considering engaging Ogletree Deakins to assist you and the City
of Carmel. We hope to work with you and will do our best to provide the highest quality legal
services in a responsive, efficient manner.
Fundamental to a good relationship is a clear understanding of the terms and conditions
upon which we will be providing legal services. Accordingly, the purpose of this letter is to
clarify and confirm these terms and conditions.
Scope of Services
You asked us to represent the City of Carmel in connection with general legal services.
Staffing
I will be the attorney primarily responsible for the representation. When questions or
comments arise about our services, staffing, billings, or other aspects of our representation,
please contact me. My direct telephone number is 317-916-2157. It is important that you are
satisfied with our services and responsiveness at all times.
We intend to provide quality legal services in an efficient, economical manner. This
likely will necessitate involving other attorneys from the Indianapolis office or other Ogletree
Deakins offices who have expertise in certain areas, and paralegals, who are not attorneys but are
experienced in the preparation of documents and the completion of various tasks.
Atlanta • Austin • Birmingham • Bloomfield Hills • Boston • Charleston • Charlotte • Chicago • Cleveland • Coltunbia • Dallas • Denver • Greensboro
Greenville • Houston • Indianapolis • Jackson • Kansas City • Las Vegas • Los Angles • Memphis • Miami • Minneapolis • Morristown • Nashville • New Orleans
Orange County• Philadelphia•Phoenix•Pittsburgh •Portland•Raleigh•St Louis• St.Thomas•San Antonio•San Francisco•Tampa•Torrance•Tucson•Washington
Douglas C. Haney Ogletree
July 19, 2011 Deakins
Page 2
From time to time, internal conferences will take place among our personnel, and two or
more may attend meetings or proceedings on your behalf. Although this approach might seem to
result in duplication of effort, it is our experience that this practice facilitates communication,
improves the quality of the work, and ultimately is more economical for the client. However, we
would charge only for the most senior attorney in those circumstances.
Responsibilities
In reliance upon information and guidance provided by you, we will provide legal
counsel and assistance to you in accordance with this letter, keep you informed of progress and
developments, and respond to your inquiries.
To enable us effectively to render these services, you agree to fully and accurately
disclose to us all facts that may be relevant to the matter or that we may otherwise request, and to
keep us apprised of developments relating to the matter. You also will assist and cooperate with
us as appropriate in dealing with the matter.
Opinions and Beliefs
Either at the beginning or during the course of our representation, we may express our
opinions or beliefs concerning the matter or various courses of action and the results that might
be anticipated. Any such statement made by any member or employee of our firm is intended to
be an expression of opinion only, based on information available to us at the time, and must not
be construed by you as a promise or guarantee of any particular result.
Fees, Disbursements, and Other Charges
Our fees will be based on the amount of time spent by attorneys and paralegals on your
matter unless we discuss and agree in advance to an alternative fee arrangement. Each lawyer
and paralegal has an hourly billing rate based generally on his or her experience and any special
expertise. The rate multiplied by the time spent on your behalf, measured in tenths of an hour,
will be evaluated by the billing attorney as the basis for determining the fee.
Our billing rates currently range from $185.00 an hour for new associates to $450.00 an
hour for senior shareholders. My billing rate currently is $375 an hour. However, because we
would appreciate and enjoy the opportunity to work with you and the City of Cannel, I am
willing to offer a 10% discount on my rate and that of any other legal professionals working on
City of Carmel matters. Thus my rate would be only $340. These rates are adjusted from time
to time generally to reflect increased experience and special expertise of the attorneys and
paralegals and inflationary cost increases affecting our practice, and the adjusted rates will apply
to all services performed thereafter. We however will not adjust any rates without first notifying
you of our intent to do so.
Douglas C. Haney Ogletree
July 19, 2011 Deakins
Page 3 Deakins
Other factors may be considered in determining our fees, including the novelty and
difficulty of the questions involved; the skill requisite to perform the services properly; the
experience, reputation, and ability of those performing the services; the time limitations imposed
by you or the circumstances; the amount involved and results obtained; and any other factors that
may be relevant under applicable rules of professional conduct. In addition to our fees, we will
expect payment for disbursements and other charges as described in the General Provisions
attached with this letter.
Each month we will furnish you with a statement describing our services and separately
showing disbursements and other charges in a format and with such detail as you and we may
agree. All of the fees and expenses for Ogletree Deakins lawyers will appear on a single bill
which will be sent to your attention. There often is an unavoidable delay in reporting
disbursements and other charges, and therefore not all disbursements and charges may be billed
at the same time as the related legal services.
If this letter correctly reflects your understanding of the terms and conditions of our
representation, please confirm your acceptance by signing the enclosed copy in the space
provided below and return it to me. Upon your acceptance, these terms and conditions will apply
retroactively to the date we first performed services on your behalf.
Of course if you have questions or desire to discuss revisions or additions to the
provisions in this letter, please call or email me. Doug, we are pleased to have this opportunity
to be of service and to work with you.
incerely,
Miche
JM/ab
Attachment
Douglas C. Haney Ogletree
July 19, 2011 iW
Deakns
Page 4 Deakins
I read and understand the terms and conditions set forth in this letter and agree to them.
Douglas C. Haney,ad , Qy tbE6w.a4
0+ - -2z / / 0 rJ
Date
10552445.2(OGLETREE)