Parr RicheyObremskey Frandsen Patterson/Letter of EngagementPARRRICHEY
OBREVISKEY
RANDSEN
PATTERSON
.AT.TOR N EY.SrAT1LAW,
201 N. Illinois St., Ste. 300, Indianapolis, IN 46204 -4216
P: 317.269.2500 1 F: 317.269.2514
Angela L. Gidley
0giclley @parrlow.ann
Douglas C. Haney
City of Carmel
One Civic Square, Third Floor
Carmel, IN 46032
Re: Attorney Engagement
Dear Doug:
July 11, 2014
Via e-mail (dhane t Oa carinel.in..gon)
and U.S. Mai!
It was a pleasure to meet with you and John Duffy recently. On behalf of Parr Richey Obrernskey
Frandsen & Patterson LLP ( "Parr Richey "), I would like to thank you for the opportunity to provide
legal services in connection with issues related to Carmel's water utility and wells within its corporate
boundaries, as well as any other matter you may refer to us for action or advice. Parr Richey is an
established law firm that has a long history of representing and protecting the interests of water, sewer,
electric, gas, and telecommunications utilities, as well as municipalities. Upon request, a list of
representative clients can be provided. We look forward to the opportunity to work with Cannel.
Parr Richey proposes to provide all necessary legal services required or requested by Carmel, except
those matters for which this first is conflicted out under and pursuant to Rule 1 .7 of the Indiana Rules
of Professional Conduct. I would serve as the primary attorney within the firm and would be
responsible for coordinating and ensuring all legal services are provided in an efficient and competent
planner. Although 1 would serve as Carmel's primary attorney within the firm, Parr Richey has
thirteen attorneys and proposes utilizing the individualized experience of its utility section, as needed,
to provide the most competent representation on the legal services requested by Carmel. In no case,
however, would the firm double -bill for services that can be performed by a single attorney. Enclosed
are biography cards for the Parr Richey attorneys that would be made available to Carmel.
Parr Richey proposes providing services to Carmel on an hourly basis. The firm requires
reimbursement of reasonable and necessary expenses incurred in the performance of legal services, but
Parr Richey will not incur any significant expenses without advance approval. A copy of the firm's
standards terms and conditions are enclosed and incorporated herein by reference except as expressly
modified in this letter. The 2014 hourly billing rates of Parr Richey's attorneys practicing municipal
and utility law are below for your review and consideration.
2014 Billing Rate
Angela L. Gidley $250
James A.L. Buddcnbaun-t $325
Jeremy L. Fetty $300
-la v..coin
LEBANON
225 West Main Street, PO Box 668, Lebanon, IN 46052
P: 765.482.0110 1 F: 765.483.3444
Douglas C. Haney
July 11, 2014
Page 2
Kent M. Frandsen $325
Randolph G. Holt $260
Charles W. Ritz III $325
Michael L. Schultz $300
Travis W. Montgomery $250
Paralegals $140
Law Clerks $120
We believe you will find our services to be prompt, efficient, and otherwise of the level of quality and
effectiveness you expect. The terms of this agreement will become effective upon execution and
continue thereafter until amended by agreement of the parties.
Parr Richey's Standard Terms and Conditions of Engagement are expressly modified as tollows,
absent prior written permission from the City of Cannel, Indiana ( "Client ").
1. Fees and expenses will be billed monthly. Payment is due within thirty -five (35) days from the
date that Client receives the statement.
2. Any legal proceedings brought under or pursuant to this engagement agreement may be
brought in Circuit or Superior Court ol'either Boone County or Hamilton County, Indiana.
3. Parr Richey's right to terminate this engagement agreement is subject to its obligations under
the Indiana Rules of Professional Conduct.
4. The Client will not be charged for messenger, courier or express delivery charges when
reasonable time management would allow service by regular U.S. Mail or by electronic means.
5. The Client will not be charged over $0.10 per page for 13 /W photocopies or over $0.25 per page
for color photocopies.
6. The Client will not be charged more than $0.56 per mile for travel expenses nor more than
$15.00 per day for meal expenses.
7. The Client will not be charged for facsimile transmissions except for the actual cost of long
distance transmissions that originate from Parr Richey.
8. The Client will be charged only for the actual cost of binders and other office supplies not
normally included in our hourly rate.
The Client will not be charged for staff overtime.
Douglas C. Haney
July 11, 2014
Page 3
10. The Client will be charged only for the time of the person with the highest hourly rate when
more than one Parr Richey lawyer or staff person is involved in an Ultra-office communication or a
teleconference.
11. The Client will not be charged for the time taken by more than one Parr Richey employee to
review a court order, to calendar a hearing or otherwise relevant date or to review a legal document or
research memo.
12. The Client will not be charged for the attendance of more than one Parr Richey attorney at
meetings or hearings, except that two Parr Richey attorneys may represent the Client at trial.
13. The Client will only pay for the actual cost of computer research.
1 personally value the opportunity to provide legal services to Carmel. If you have any questions
concerning the terms of our legal representation, please contact me. Thank you for allowing us to
assist vou.
Sincerely,
PARR RICKEY OBREMSKEY FRANDSEN
& PATTERSON LLP
Angela L. Gidley
AGREED AND ACCEPTED:
CITY OF CARMEL. INDIANA
By
c
Printed:
D0051 %5 C • )
Title: CIIN /% 91 v2NEY
Date: 34 41 1 2; ^opt /1-
Enclosures
572614
PARR RICHEY OBREMSKEY FRANDSEN & PATTERSON LLP
STANDARD TERMS AND CONDITIONS OF ENGAGEMENT
DEFINITIONS. For the purposes of this document and the Letter Agreement (as
defined below), the following terms have the meanings - stated, unless a different meaning is
clearly indicated by the context:
"Client" (and in the plural, "Clients ") or "Yon" (and in the possessive form.
"Your "). Each person and entity identified in the Letter Agreement as our client.
"Firm" (and in the possessive form, "Our "). The law firm of PARR RICHEY
OBREMSKEY FRANDSEN & PATTERSON LLP.
"Guarantor ". Each person and entity who signs the Letter Agreement as
a guarantor to guarantee payment of fees and other payments due the Firm under the Letter
Agreement.
"Letter Agreement ". The letter agreement signed by the Client(s), an authorized
representative of the Firm, and, if applicable, the Guarantor(s).
2. FEES.
We take into account many factors in billing for services rendered, and most
statements for services are the product of the time worked (in units of tenths of an hour)
multiplied by the hourly rates for the attorneys, paralegals, law clerks and legal assistants who
did the work. On occasion factors other than the time spent are considered in arriving at a fee,
including the experience of the attorney and the nature of the legal work. The Client may be
billed for all time spent on its behalf including, without limitation, conferences, telephone calls,
drafting, research, and travel.
It is impossible to determine in advance how much time will be needed, since
that depends on many things beyond our control. Any projection of fees we give the Client for
the cost of all or part of our engagement is merely an estimate.
The hourly rates for attorneys and other members of the professional staff is
based on years of experience, specialization in training and practice, level of professional
attainment, and overhead costs. We reconsider our hourly rates annually, and we may revise
them at that time. If we change our rates, the new rates will go into effect immediately without
special notice to the Client. Upon request, we will provide a Client with the rates of those
professional staff working on an engagement.
COSTS.
It is usually necessary for us to incur, as agent for our Clients, expenses for
items such as tiling fees, travel, lodging, meals, extraordinary photocopying, and courier
services. Many engagements require substantial amounts of costly ancillary services such as
outside duplication services and computerized legal research. The Client is responsible for all
costs incurred on the Client's behalf. In order to allocate these expenses fairly and to keep our
hourly rates as low as possible for those matters which do not involve such expenditures, these
items are separately itemized on our statements. We will not advance substantial out -of- pocket
expenses, including outside fees and expenses, unless we make special arrangements in advance.
Such expenses will be billed directly, or forwarded to the Client for payment.
4. BILLING.
Fees and expenses will be billed monthly. Payment is due within thirty days of
mailing of the statement. unless we agree otherwise in writing.
LATE PAYMENTS.
We are confident that our clients make every effort to pay us timely.
Occasionally, however, a client has difficulty in making timely payment. To avoid burdening
those clients who pay their statements timely with higher fees reflecting the added costs we incur
as a result of clients who are delinquent, we will impose on your statements an interest charge of
one .percent per month (12Yo per annum) for late payments. In no event will the interest charge
he _greater than permitted by applicable law.
NON - PAYMENT OF FEES AND COSTS.
Your failure to pay any statement rendered when due will constitute a default. In the
event of a default, you agree that in our discretion we may immediately cease all legal services
on your behalf or discontinue our representation (subject to our ethical obligations and any other
applicable provision of law). If we do so, you will be notified in writing.
In the unlikely event that we are required to institute legal proceedings to collect fees
and costs owed by the Client, we will be entitled to reimbursement of our reasonable attorneys'
fees and other costs of collection. In connection with any such proceeding, the Client, the
Guarantor (if any), and we:
a. Agree that the proceeding may be brought in either the Circuit or Superior Court of
Boone County, Indiana; and
b. Consent to venue and personal jurisdiction in those courts.
2
7. TERMIT A TION.
The Client has the right to terminate our representation by written notice at any
time. In that event. the Client is not relieved of the obligation to pay for all services rendered
and costs incurred on the Client's behalf prior to receipt of such notice. We have the same right
to terminate our engagement, subject to an obligation to give the Client reasonable notice to
arrange alternative representation.
8. APPLICABLE LAW. The laws of the State of Indiana will govern the
interpretation of the Letter Agreement; including all rules or codes of professional responsibility
which apply to the provision of services by us.
9. PAYMENT BY OTHERS.
Sometimes another party to a transaction agrees to pay the Client's legal fees, or a
court may order the Client's adversary to pay all or part of the Client's legal fees and costs.
However, in such case the Client remains primarily liable tar payment of all fees and costs. Any
amounts received from others will be credited to the Client's account.
Each person who signs the Letter Agreement as Client or as Guarantor agrees to
be jointly and severally liable to pay all sums due to the Firm under the Letter Agreement.
3
Approved and Adopted this L day of ALL , 20 ( ((-
CITY OF CARMEL, INDIANA
By and through its Board of Public Works and Safety
BY:
James Brainard,
Date:
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Mary An
Date:
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Lori S. Watson, M
Date:
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ATTEST:
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Diana Cordray, IMCA, C :i Tr:asur.
Date: