Baker & Daniels/Util don1revi ivos.ob.o 2_,
BAKER & DANIELS I.I,P
EST. 1863
300 North Meridian Street,Suite 2700•.Indianapolis, Indiana 46204
Tel.317.237.0300•Fax 317.237.1000
www.bakerdaniels.com
INDIANA
WASHINGTON,D.C.
CHINA
September 13, 2005
VIA FIRST CLASS MAIL •
City of Cannel, Indiana Utilities Department
c/o John Duffy, Director
760 3rd Avenue, Suite 110
Carmel, Indiana 46032 APPROVED AS TO FORM BY `tom
Re: Engagement Letter Regarding Services as Bond Counsel (f
for the City of Camtel, Indiana Utilities Department
Dear Mr. Duffy:
The purpose of this letter is to memorialize our engagement by the City of Carmel, Indiana
Utilities Department (the "Department"), and to set forth some of the duties and activities to be
undertaken by Baker & Daniels LLP as bond counsel to the Department and the City of Cannel,
Indiana (the "City") for the issuance and sale of bonds (and bond anticipation notes issued to provide
interim financing therefor) to obtain financing for certain proposed waterworks utility improvements to
be undertaken by the Department (the "Project"). We are extremely pleased to work with you and the
Department to accomplish this important Project.
Baker & Daniels LLP regards the position of bond counsel as one demanding diverse and
comprehensive responsibilities. As you know, the primary responsibility of bond counsel in any bond
financing is to render an objective and expert legal opinion with regard to the authorization and
issuance of the bonds (and, in this case, also the bond anticipation notes to be issued). In order to
deliver such an opinion, and as part of our related responsibilities, we will prepare all ordinances and
resolutions to be adopted by the Common Council of the City and other bodies of the City related to the
financing; prepare or review all of the forms of official notices to be used with regard to the Project,
various public hearings and other official actions related to the financing, including the sale of bonds
and bond anticipation notes; prepare all closing documents, certificates and instruments, including the
non-arbitrage certificate and the legal opinion referred to above with regard to the authorization and
validity of the bonds and the bond anticipation notes and the exclusion of interest on the bonds and the
bond anticipation notes from gross income for purposes of federal and Indiana income taxation; and
organize, attend and manage the closing of the transaction. We regard all of these to be standard "bond
counsel" services to be performed in close cooperation with you, with the Department's financial
advisor and with other designated officials and agents of the City and the Department.
City of Carmel, Indiana - 2 - September 13, 2005
Utilities Department
c/o John Duffy
Our standard activities as bond counsel typically would not include work on any litigation that
might arise out of or pertain to the financing; any work on federal or state environmental or regulatory
matters relating to the Project to be financed out of the proceeds of the bonds or the bond anticipation
notes; or any post-closing compliance on behalf of the City or the Department under the federal tax
laws regarding the rebate of arbitrage earnings, if any, to the government of the United States. We
would anticipate that the official statement and any other offering materials pertaining to the bonds or
the bond anticipation notes would be prepared by the Department's financial advisor, and any related
continuing disclosure requirements imposed on the City or the Department pursuant to Rule 15c2-12 of
the Securities and Exchange Commission would be the responsibility of such financial advisor.
Consequently, in the capacity of bond counsel, Baker & Daniels LLP would not have responsibility for
the preparation or accuracy, completeness or sufficiency of the official statement or other offering
materials (other than generally assisting in the review of the official statement and offering materials,
including, without limitation, those provisions setting forth the description of the status of interest on
the bonds and the bond anticipation notes under the tax laws of the United States and the State of
Indiana and the presentation of our proposed legal opinion), or any continuing disclosure obligations in
connection therewith.
As you are aware, Baker & Daniels LLP represents a number of land owners and developers.
Baker & Daniels LLP is not willing to undertake the representation of the City or any of its agencies if
such representation would preclude or prevent Baker & Daniels LLP from representing land owners
and developers before the City and its related agencies (including, without limitation, the Plan
Commission, Board of Zoning Appeals, Common Council and Department of Public Works). This
letter confirnis that, consistent with and subject to the Rules of Professional Conduct, the City and the
Department agree to waive any actual or potential conflict which may result from our present or future
representation of any such land owner or developer (or other party) in any present or future matter
(including, without limitation, any rezoning, variance request, redevelopment project or land use
approval or permit) unrelated to the specific matter with respect to which you have engaged us. Your
waiver includes any litigation or other proceeding that may arise out of or in connection with any such
matter. Baker & Daniels LLP agrees to consult with the City and the Department regarding any
adverse effects to the City's and/or the Department's interests when considering withdrawal of
representation in this matter.
We will bill you on an hourly basis for our services. It is anticipated that the majority of our
services in this engagement will be discharged by my associate, Scott Peck. His hourly rate is currently
$220, and my hourly rate is currently $360, in each case subject to annual increases at the beginning of
each calendar year.
•
We will bill you for our services at the time of the closing of the respective financings for the
Project; provided, however, that we would instead submit our bill at such time as the Department or the
City were to determine not to proceed with a financing or to proceed without our continued services.
We will send all invoices, as well as copies of all documentation we prepare for or on behalf of the City
•
City of Carmel, Indiana - 3 - September 13, 2005
Utilities Department
c/o John Duffy
and/or the Department and emails sent to the City and/or Department in this matter to the Cannel City
Attorney. Our statement will also include charges for expenses that we incur on your behalf. For such
things as necessary travel, filing fees, delivery and special staff services, and long distance telephone
charges, we will bill you at our cost or usual hourly rate, as applicable. We will charge 100 per page
for copies and long distance charges, if any, for outbound facsimile transmissions. Payment is due
upon receipt of our statement, subject to any reasonable disputes over fees or expenses raised by the
City and/or the Department. We will not charge you for word processing staff time, courier services
performed by our messenger staff or facsimile pages you send to us. If you have any questions or
comments concerning our services or charges during the course of our representation, we encourage
you to bring them to our attention immediately so that any problem can be solved.
We understand that it is intended for our fee for bond counsel services to be paid, under the
customary arrangement, at closing from the proceeds of the bonds and the bond anticipation notes. In
the unlikely event that bonds or bond anticipation notes are not issued, we would expect to be
compensated for our efforts based on actual time expended at our usual hourly rates.
We consider it a privilege to work with you and the Department on this Project and financing.
Please feel free to contact me if you need further inforn3ation. If the terms of our engagement as set
forth above are acceptable, please have a copy of this letter executed on behalf of the Department and
returned to us. Kindest regards.
Yours truly,
7��
-fern, f N�'egi.,
Thomas A. Pitman
TAP/SEP:art
Approved and Accepted on behalf of
the City of Carmel, Indiana Utilities Department
By:
John Duffy, Director
Date:
Approved:
Mayor James Brainard
13 DD1301 4031432v I
Approved and adopted this �5day of 2!0ber , 2005.
CARMEL BOARD OF PUBLIC WORKS AND SAFETY
By:
GL�c
/
Ja s Brainard, Presiding fficer
�'jte�: �0/e2s' U c
Mary n Burke, Member
Date: LQ_+ D,
-J}�
Lori S. Wat.on, A ler i
Date: / 0/s/05
ATTES ands M.3obnsoo9
puty Clerk for
50:0
iana L. Cordray, IAJVI� le9Treasurer
Date: /0 .:5 0