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Webber, DouglasDOUGLAS WEBBER ATTORNEY AT LAW 7513 Kilmer Lane Indianapolis, Indiana 46256 (317) 594-9985 February 1, 2001 The Honorable James C. Brainard Mayor, City of Carmel One Civic Square Carmel, Indiana 46032 RE: Special Counsel Services Dear Mayor Brainard: I am very pleased to submit this proposal to serve as special counsel to the City of Carmel, Indiana (the "City"). This letter confirms the terms on which I wilt serve as special counsel. SCOPE OF SERVICES As special counsel to the City, I will perform the following legal services as and when requested by the City Attorney: 2. 3. 4. 5. Prosecute City ordinance violations and other legal matters on the City' s behalf. Research and advise the City on matters of municipal law and issues related thereto. Assist in running the City' s Ordinance Deferral Program. Attend any meetings and hearings as requested. Perform other legal services as directed by the City Attorney. I agree to provide such legal services to the City for at least fifteen (15) hours per week, and to perform same at Carreel City Hall each Monday and on another day or days of my choice. With the Cannel City Attorney's permission, I may also perform such services off site. The Honorable James C. Brainard February 1, 2001 Page Two CONFLICTS It is important from the outset of our relationship that we have a clear understanding as to the identity of my client. My only client in this matter is the City, and not any of its departments, agencies, instmmentalities, officers, employees, or other affiliates, or any other persons whose interests are represented thereby. You have agreed that my representation of the City will not give rise to any attorney-client relationship between any department, agency, instrumentality, officer, employee, or other affiliate of the City and me. You have also agreed that, during the course of my representation of the City, I will not be given any confidential information regarding any department, agency, instrumentality or other affiliate of the City. Accordingly, my representation of the City will not give rise to any conflict of interest in the event other clients of mine are adverse to any department, agency, instmmentality, officer or other affiliate of the City. As you are aware, I represent other governmental entities, business and/or individual clients. It is possible that, during the time I am representing the City, some of my present or future clients will have disputes or transactions with the City. My representation of clients is governed by the Rules of Professional Conduct ("RPC"), as adopted by the Supreme Court of Indiana. Under Rule 1.7(a) of the RPC, I am precluded from representing a client if representation of that client will be directly adverse to another client unless (1) I reasonably believe that my representation will not adversely affect my relationship with the other client and (2) each client consents after consultation. Furthermore, under Rule 1.7(b) of the RPC, I am precluded from representing a client if representation of that client will be materially limited by responsibilities to another client or my own interests unless (1) I reasonably believe that the representation will not be adversely affected and (2) my client consents after consultation. The City agrees that I may continue to represent, or may undertake in the future to represent, any existing or new client in any matter that is not substantially related to my work for the City, even if the interests of such client in such other matter is directly adverse to the City. I agree, however, that your prospective consent to conflicting representation contained in the preceding sentence shall not apply in any instance where, as a result of our representation of the City, I have obtained proprietary or other confidential information of a nonpublic nature, that, if known to such other client, could be used in such other matter by such other client to the material disadvantage of the City. FEES AND CHARGES My fees in this matter will be based on my hours actually worked at the hourly rate of Thirty-Two Dollars and Fifty Cents ($32.50) per hour for the first sixteen (16) hours worked for the City each week (including reasonable travel time to and from City Hall) and at the rate of Fifty ($50.00) per hour for any additional hours so worked. My billing rates are adjusted annually, typically in December. The Honorable James C. Brainard February 1, 2001 Page Three In representing my clients, I also make other charges in addition to my fees, including long distance telephone tolls; messenger, courier and express delivery charges; long-distance telecopy and fax charges; printing and reproduction charges (@ 10C/copy); filing fees; travel expenses; and computerized legal research charges. My fees and other charges will be billed on a monthly basis and are due within thirty-five (35) days of receipt. I understand that the City has now instituted a "purchase order" system for the payment of all goods and services provided to the City, including professional legal services. In this regard, I agree to indicate to the City Attorney, on a quarterly basis, the estimated cost of my services to be performed hereunder for the immediately succeeding calendar quarter. I understand that the City will rely upon my cost estimate when encumbering money and designating an appropriation number from which my services will be paid, and that I will not exceed my quarterly cost estimate without the Camel City Attomey's prior approval to do so. Upon execution by the parties hereto, the effective date of this Agreement shall be January 1, 2001, and the Agreement shall thereafter remain in effect through December 31, 2001, unless earlier terminated. This Agreement shall thereafter remain in effect on a year-to-year basis, beginning on January 1st and ending on December 31st of each successive year, unless earlier terminated. You may terminate my engagement as special counsel at any time simply by notifying me. I may terminate my engagement for nonpayment of my fees and other charges and where I am required or permitted to do so by the RPC, after giving you reasonable notice and allowing time for you to engage a successor counsel, if necessary. CONCLUSION If this letter accurately sets forth our agreement and your understanding, please so indicate in the space provided below and retum a signed copy of this letter to me. Attorney at Law Attomey No. 1015-49 DW:DCH/eb [Z !LawxE BassiMv Documents/OutsideCounsel/Webben~Speeial Counsel Services Ltr doc2/I/0 1] The Honorable James C. Brainard February 1, 2001 Page Four AGREED AND ACKNOWLEDGED: CITY OF CARMEL, INDIANA By and through its Board of Public W.~and Safety By: .r ff~'==' ' ' Ma ~u~rke, Member By: Billy~alker, Member DATED:d~-~/-~: '/ ATTEST: Di~a L. Cojra~, IAMC,.~lerU-TreaiaTe[ } March 13, 2001 Mr. Douglas Webber 7513 Kilmer Lane Indianapolis, IN 46256 RE: Special Counsel Services Agreement Dear Mr. Webber: On February 21, 2001, the Board of Public Works and Safety approved the above- referenced Special Counsel Services Agreement. A fully executed copy of that Agreement is enclosed for your records. If you have any questions or concerns, please do not hesitate to contact me at 317.571.2413. Sincerely, COPY Carfie A. Gallagher Deputy Clerk-Treasurer Enclosure cc: Department of Law