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Elrod and Mascher, p.c.04/21/00 Roben G. Elmd Gilbert E. Mascher Jewmifer L. Mertz 03:05 FAX 3177867899 ELROD & MASCHER ~05 c hscher, Anomeys at Law 4000 E. Southport Road. Suite 200 Indianapolis, Indiana 46237 Telephone; (317) ?86-4929 Fax: (317) 786-7899 Frcnch M. Elrnd (1~06-1985) CharlcsW. Hams Of Counsel , February 17, 20OO Douglas Hancy, Esq. Cannel City Attorney One Civic Square Cannel, IN 46032 Doar Mr. Haney: It was a pleasure to meet with you and Mayor Bratnard to discuss providing legal services with respect to the lnnsfer of the Time-Wamer cable fnnchise to Comcast. We are pleased to have the opportunity to be of service to the city of Carmel. We look fortyard to working with you and will do our best to provide the highest quality legal services in a responsive, efficient manner. Fundamental to a sound relationship is a clear understanding of the terms and conditions upon which we will be pwviding legal scnnces. Accordingly, the purpose of this letter is to clarify and confirm these terms and conditions. Scope of Services. In gcncral terms, the services to be provide are: (1) to review the relevant agreements, ordinances and federal law to advise the city of its options in responding to the request to approve the tnnsfer of the f~anchise, (2) to meet with appropriate city officials to develop a list of defieiencies in the current agreements and in the pc~onnancc of Time-Warncr. (3) to negotiate with Time-Wamex on manners of non-compliance with thc curtcat ~'anchisc, (4) to negotiate with Corncast on additional assurances as consideration for appwval of the U'ansfer of the fl'anchise, to draft the necessary and appropriate documents for approval by the city. and (6) to attend meetinE~ of the council and its commlrtecs when requested_ While this letter is intended to deal with the specific legal services described above, these terms and conditions will also apply to any additional legal services that we may agree to provide that are outside the imtial scope of our representation. Staffing I wfil be the attorney pdmaxily responsible forthe representation, with the assistance of other attorneys ~ the fum or contracted by the firm as appropriate from time to time due to thc relatively short time remaining under federal law for complction to the city' s responsc to the request for transfer. When questions or comment~ ari se about our services, staffing, billings, or otha upects dour representation, please contact me. It is important that you arc satisfied with our sen, ices and responsiveness at all times. DOWNTOWN OFFICE: 2000 First Indiana Building, 135 N. Pennsylvania Street, Indianapolis, Indiana 46204 Telephcme: (317) 264-5000, Fax: (317) 264-5400 04/21/00 03:06 FAX 3177867899 EI,ROD We intend to provide quality legal services in an efficient, economical manner. This may necessitate involving other attorneys with the requisite expertisein the preparation of documents and the completion of various tasks. Responsibilities In reliance upon information and guidance provided by you, we will provide legal counsel and assi~huicc to you in accordance with ibis letter, keep you reasonably 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 faces that may be relevant to the mailer or that we may otherwise request, and to kccp us apprized of developments relating to the matter. You also will assist and cooperate with us as appropriate in dealing with the matter. Either at the beSinning 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 finn is intended to be an expression of opinion only, based on tonnation available to us at the time, and must not be consmaed by you as a promise or guarantee of any particular result. Fees, Disbursements, and Other Charges Our fees will bc based on the amount of time spent by attorneys on your matter. Each lawyer has an hourly billing rate based generally on his or her experience and any special expertise. The rate multiplied by the me 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 $100 an hour for new associates to $200 an hour for semor attorneys. My billing rate for this mauer will be $180 an hour. In addition to our fees, we will expect payment for disbursements and other charges as described in the modified General Provisions enclosed with this l~er. Each month wc will funfish you with a statement describing our services and separatcly showing disburscmcnta and other charges in a fonnat and with such detail as you and we may agee. There often is an unavoidable dclay in reporting dishurscmenes and other charges, and then~fore not all disbursements and cbargcs may be billed at thc same time as the related legal services. C-,:neral Provisions Enclosed is a statement entitled General Provisions setting forth additional terms and conditions, which arc incorporated into this letter and apply to our representation to the extent not expressly inconsistent with this letter. 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 realm it to me. Upon your acceptance, these terms and conditions will apply retxoactively to the date we first performed services on your behalf. If this letter is not signed and returned, you 04/21/00 03:05 FAX 3177867899 EI.ROD & MASCHER ~07 will be obligated to pay us ~he reasonable value of any services we may have performed on your behalf. We are pleased to have this opportunity to be of service and to work with you. Very Waly yours, Robert G. Elrod I understand the terms and conditions set forth in this Iener (including the artached Modified General Provisions) and agree to them. Date: ~'/~/[) (~ 04/21/00 03:05 FAX 3177867899 ELROD ELROD & MASCHER, P.C, Modified General Provisions Except as moditied by the accompanying engagement letter, the following provisions will apply to the relationship between Elrod & Maschcr, P.C. and our clients: (1) The lime for which a client will be charged will include, but will not bc lirnlt~-d to, tclcphone and office conferences with a client and counsel (if specifically anthodzcd by client), witnesses, consultants, court personnel, and others; conferences among our personnel (if more than one attorney of firm is present, only time of highest rate attorney will bc charged); factual investigation; legal research; responding to clients' requests to provide information to auditors in conacction with reviews or andits of financial statements; drafting of letters, plearings, briefs, and other documents; travel l~ne (at one-half of hourly rate); waiting time in coufi or elsewhere; and time in depositions and other discovery procecd~gs. (~) In addition to our fees, we will be entitled to payment or reimbursement for disbursements and other charges incurred in pcrfomnng services such as photocopying (at $0.10 per page), messenger and delivery, air freight, computerized r~search, videotape recording, Wayel Iraeluding mileage, parking, airfare, lodging, meals, and ground transportation if specifically authorized by chore), long distance telephone, telccopying (long distance calls only), court costs, and filing fees. To the extent wc directly provide any of these services, we reserve the right to adjust the amount we charge, at any time or fi'om time to time, as we deem appropriate, in light of our direct costs, our estimated overhead allocable to the ,s~vices, and outside competitive rates. Unless special arrangements arc made, fees and expenses of others (such as experts, investigators, witnesses, consultants, and court reporters) and other laxge disbursements will not be paid by our firm and will be the responsibility of, and billed directly to, the client. (3) Although we may from time to time for a clienfs convenience ~waish esumates of fees or charges that we anticipate will be incurred on a clienfs behalf, these estimates are subject to unforeseen circumstances and are by their nature inexact. We will not be bound by any estimates except as otherwise expressly set forth in the engagement letter or otherwise agreed to by us in writing. (,$) Fees, disbursements, and other charges will be billed monthly and ate payable upon presentation. We expect payment within 30 days of invoice submission, which invoices shall itemi:~e attorney time on one-tenth (1/10) hourly basis with rate and services on each entry. (5) A client shall have the right at any time to term'mate our services and representation upon written notice to the firm. Such termination shall not, however, relieve the client of the obligation to pay for all services rendered and disbursements and other charges made or incm'red on behaif of the client prior w the date of termination, (6) We reserve the right to withdraw from our representation with the clicnt's consent or for good cause, in accordance with the Rules of Professional Conduct.. Good cause may include the client's failure to honor the terms of the engagement letter, the elicat's failure to pay mounts billed in a timely manner, the client's failure to cooperate or follow our advice on a material matter, or any fact or circumstance that would, in our view, impair an effective attorney-client relationship or would render our continuing representation unlawful or unethical. If we elect to do so, the client will take all 04/21/00 03:05 FAX 3177867899 ELROD & MASCHER steps necessary to free us of any obligation to perform further, including the execution of any documents (including forms for substitution of counsel) necessary to complete our withdrawal, and we will be enti~ed to be p~dd for all services r~ndered and disburscraents and other charges made or incurred on behalf of the client prior to the date of withdrawal.