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Barnes & Thornburg The Honorable James C. Brainard March 27, 2001 Page 2 are represented thereby. You have also agreed that, during the course of our representation of the City in this matter, our Firm will not be given any confidential information regarding any department, agency, instrumentality or other affiliate of the City. Accordingly, our Firm's representation of the City in this matter will not give rise to any conflict of interest in the event other clients of our Firm are adverse to any department,agency,instrumentality,officer or other affiliate of the City. As you are aware, our Firm represents many governmental and business entities. For example, our firm represents Turner Construction and Johnson Controls (the "Clients") who may seek to contract with the City on various construction or engineering projects the City may pursue from time to time. It is possible that, during the time we are representing the City, some of our present or future clients (such as the Clients)will have disputes or transactions with the City. Our 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, we are precluded from representing a client if representation of that client will be directly adverse to another client unless (1) we reasonably believe that our representation will not adversely affect our relationship with the other client and (2) each client consents after consultation. Furthermore, under Rule 1.7(b) of the RPC, we are precluded from representing a client if representation of that client will be materially limited by responsibilities to another client or our own interests unless (1) we reasonably believe that the representation will not be adversely affected and (2) our client consents after consultation. The City agrees that we may continue to represent, or may undertake in the future to represent, any existing or new client (including the Clients) in any matter that is not substantially related to our work for the City in this transaction, even if the interests of such client in such other matters are directly adverse to the City. We 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, we 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 Our fees in this matter will be based on the hours actually worked by each lawyer and legal assistant involved in this matter. These fees will be computed using the hourly billing rates for the lawyer and legal assistant and the type of work involved that are in effect at the time you are billed for the work. Generally speaking, our billing rates vary in accordance with the experience and seniority of the lawyers and legal assistants performing the services. Our billing rates are adjusted annually, typically in December. We agree to bill the time of the higher hourly rated attorney in intra-office conferences regarding City matters. In representing our clients, we also make other charges in addition to our fees, including BARNES&THORNBURG • The Honorable James C. Brainard March 27, 2001 Page 3 messenger,courier and express delivery charges;telecopy and fax charges;printing and reproduction charges(in-house copying is 100/copy);filing fees;travel expenses;and computerized legal research charges. Our fees and other charges will be billed on a monthly basis and are due within thirty(30) days of receipt. We 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, we agree to indicate to you, in writing, the monthly or quarterly estimated cost, whichever time period we believe is more appropriate under the circumstances, for our representation of the City in each separate legal matter we have agreed to handle for the City. We understand that the City will rely upon our cost estimates when encumbering money and designating an appropriation number from which our services will be paid,and that we will not exceed our written estimate on any matter without the Carmel City Attorney's prior written approval to do so. You may terminate our engagement as special counsel at any time simply by notifying us. We may terminate our engagement for nonpayment of our fees and other charges and where we are required or permitted to do so by the Rules of Professional Conduct after giving you reasonable notice and allowing time for you to engage successor counsel, if necessary. GENERAL I will be the lawyer in charge of this effort and will assume primary responsibility for ensuring that the City's needs are satisfied. Under my supervision,your work or parts of it may be performed by other lawyers and legal assistants in the Firm. We will advise you of the names of those lawyers and legal assistants who work on your matters. CONCLUSION The Government Services Practice Group of Barnes & Thornburg offers a full range of government-related legal services, including lobbying before Congress and the Indiana General Assembly, as well as representing government and business clients before federal, state, and local government bodies.We have extensive experience representing our business and government clients before regulatory and administrative bodies in hearings regarding such issues as rate-making,rule- making,permitting, licensing, tax abatement, economic development, tax appeals and other issues arising at the federal, state and local government levels. If this letter accurately sets forth our agreement and your understanding,please so indicate in the space provided below and return a signed copy of this letter to me. We ask you to acknowledge that,in reviewing and executing this letter,you have not relied on any advice provided by our Firm but instead have acted solely in reliance upon the advice of other counsel. BARNES&THORNBURG The Honorable James C. Brainard March 27, 2001 Page 4 We look forward to working with you on this matter. If you have any questions,please call me. Yours very truly, ii4jd Brian L. Burdick AGREED AND ACKNOWLEDGED: CITY OF CARMEL, INDIANA By and through its at Board of Public Works and Safety By: �1 s C. Braid M or/Memb r litBy: Ja sieS Mary AA i Burke, Member By: Billy Walker, Member DATED: ATTES •' Diana L. Cordray, IAMC, Cle - Treasurer INDSOl BLB 413353v1 BARNES&THORNBURG �PortegiAT,o� ,AO. y3o —v0000 GKmacfAla 0418.01.oi • /✓4T-7-0-E7ccvt SOjcc0 •c» BARNES&THORNBURG 11 South Meridian Street Indianapolis,Indiana 46204 U.S.A. (317)236-1313 Fax(317)231-7433 Brian L. Burdick help://www.btlaw.com (317) 231-7393 Email: bburdick@btlaw.com March 27, 2001 The Honorable James C. Brainard Mayor, City of Carmel One Civic Square Carmel, Indiana 46032 APPROVED, AS TO Re: Special Counsel Services FORM BY: 75 Dear Mayor Brainard: We are very pleased to continue to serve as special counsel to the City of Carmel, Indiana (the "City"). This letter confirms the terms on which our Firm serves as special counsel in this matter. As one of the State of Indiana's largest full-service law firms,we have extensive experience representing the interests of all types of clients in municipal law matters,governmental affairs work, public sector procurement and state and local administrative proceedings. Our attorneys are experienced in all aspects of governmental and regulatory law, including Indiana's public funds laws, the law of municipal government and various governmental procurement and contract procedures. This letter contains a description of our proposed services. SCOPE OF SERVICES As special counsel to the City, we perform the following legal services as and when requested by you: 1. Research and advise the City on matters of municipal law and issues related thereto. 2. Attend any meetings as requested. CONFLICTS It is important from the outset of our relationship that we have a clear understanding as to the identity of our client. Our only client in this matter is the City, and not any of its departments, agencies, instrumentalities, officers, employees, or other affiliates, or any other persons whose interests are represented thereby. You have agreed that our representation of the City in this matter will not give rise to any attorney-client relationship between our Firm and any department, agency, instrumentality, officer,employee,or other affiliate of the City or any other person whose interests Indianapolis Fort Wayne South Bend Elkhart Chicago Washington, D.C.