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McHale Cook & Welch - UtilityMcHALE COOK & WELCH I CO_', EMPLOYMENTAGREEMENT APPROVED, AS TO FORM AGREEMENT WITH: City of Carmel Public Water and Public Wastewater Utilities John M. Duffy, Director One Civic Square Carmel, IN 46032 ATTORNEY-CLIENT PRIVILEGED COMMUNICATION PROJECT: Representation in Potential Utility Acquisition This document lists the terms of employment of McHale, Cook & Welch, p.c. (the "Firm") as counsel for the City of Carreel Public Water and Public Wastewater Utilities (the "Department") in connection with the project described above. 1. Fees. The time of each attorney who may work on your project is billed at differing hourly rates. Each attorney's rate depends on his or her experience and skill for the type of work required by the project, and the novelty and complexity of the issues involved. Paralegals and clerks also have hourly rates. Rates are reviewed semi-annually. Time spent on a project is recorded daily. Examples of time which is recorded are time involved in research, investigation, telephone calls, travel, conferences, court appearances, preparation, drafting, correspondence and organizing files, evidence and materials. 2. Separate Charges. Charges, in addition to time charges, will be made for certain items. Examples include charges for photocopies, long-distance telephone calls, travel, postage, overnight delivery, telecopier, deposition or transcript fees, witness fees, filing fees, court costs, computer research, messenger service, and secretarial overtime. The Firm may request that you pay a third-party vendor of goods or services directly for any charges which exceed One Hundred Dollars ($100). 3. Payment Terms. Bills will be sent monthly. Payment is due upon receipt. 4. Consultants and/or Experts. If it becomes necessary to hire a consultant or expert with respect to any part of the project, that hiring will be subject to the prior approval of the Department and the Common Council of the City of Carmel (the "Council"). We understand the Department will separately employ such consultant or expert and will be billed directly for such services. McHALE COOK & WELCH 5. Collective Representation. (a) The Department and the Council have consented to the Firm's common representation of the Department and the Council. We believe we can offer common representation on this project impartially and without adverse effect upon the respective interests of the Department and the Council. This situation, however, will need to be monitored to make sure that each are satisfied with our representation and the advice rendered. If the Department or Council should request that we withdraw as counsel, or if a conflict of interest among the Department and the Council should appear to us to be severe, or should we feel for any other reason, based upon our representation, that we can no longer represent both the Council and the Department, we would so advise you and would be required to withdraw from representation of the Department. In all events, however, if a disabling conflict arises, the Department has agreed that we may continue to represent the Council, a previous McHale, Cook & Welch client. (b) In representing the Department, unless it directs otherwise in writing, we will correspond with John Duffy and will rely on him to provide notice of the status of matters and to relay information to both the Council and the Administration. Of course, we will contact appropriate representatives or the Council and the Department directly if the issue requires each entity's individual written consents, waivers or other action. The Department, Administration and Council should feel free to contact Randy Seger if they wish to discuss specific matters directly regarding the project; we simply ask in the interests of efficiency and reduced costs that the entities attempt to contact us collectively through Mr. Duffy rather than separately to the extent possible. (c) We also wish to point out an issue which relates to the confidentiality of communications individually to any member of this Firm. Ordinarily, we may not use or reveal a confidence or secret of a client, unless a client consents after consultation. During the course of our common representation of the Council and the Department, either entity may make disclosures to us regarding this project which, if made to that entity's independent attorney, would be privileged, but when made to our Firm, as joint counsel for this project, may not be confidential or privileged as to the other entity. (d) The undersigned confirm that they are not currently aware of any conflict which should be called to our attention, which would prevent our representation. 6. Termination. The Department or the Firm may terminate the Firm's representation with respect to this project at any time, effective only upon receipt of written notice. In such event, appropriate arrangements will be made for delivery of the Department' s files and payment for the Firm' s services. Any termination by the Firm would only be in accordance with our ethical obligations, local Rules of Court and the Indiana Rules of Professional Conduct. McHALE COOK & WELCH 7. Confirmation. We may have performed certain legal services and incurred charges before this agreement is signed. We will bill for these services and charges in our first statement. 8. Scope of Employment. The Department is hiring us only in connection with the project described in the beginning of this agreement. If the Department later desires to use us for other matters and we accept the representation, we may ask that a separate agreement be executed for the other project. It ........ ,, .... ~:x~_ ' ~ -'- . '__ · :.. ~x~ ..... :~._ __':::'_._~ ..... ;___'.' ~ ." 9. Competent and Diligent Representation. We ethically cannot guarantee any particular result that we may obtain on your behalf. However, we will provide competent and diligent representation, with the legal knowledge, skill, thoroughness and preparation reasonably necessary for the representation. We are pleased to be of service to you. McHALE, COOK & , p.c. By ~'~4%~.~ Ra/l ph L ' McHALE COOK & WELCH Accepted and agreed to this ACCEPTANCE 9day of 2000. City of Carmel Public Water and Public Wastewater . Utilities Approved Board of Public Works and Safety BYA Brai%rd, ayo% By By Approved Camel Common Council By //~ ~n/ Directo~ u ~ Approved By: ' / ~t~_ Diana L. Cordray, Treasurer