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BLEECKER, BRODEY & ANDREWS ATTORNEYS AT LAW /U�� c I OOOI -�°-
(AN ASSOCIATION-NOT IN PARTNERSHIP)
9247 NORTH MERIDIAN STREET,SUITE 200
RONALD B. BRODEY, P.C.• INDIANAPOLIS, INDIANA 46260 574-0700
STEPHEN K.ANDREWS AREA CODE 317
'CERTIFIED MEDIATOR TELECOPIER
131 91 574-0770
April 10, 2001
MARC A. BLEECKER
11940-19891
The Honorable James C. Brainard
Mayor, City of Carmel APPROVED, AS TO
One Civic Square FORM BY:
Carmel, Indiana 46032
RE: Special Counsel Services
Dear Mayor Brainard:
Bleecker, Brodey & Andrews is 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 our Firm will serve as special counsel in this matter.
SCOPE OF SERVICES
As special counsel to the City, we will perform the following legal services as and
when requested by you:
1. Research and advise the City on matters of municipal law.
2. Prepare legal documents.
3. Attend any meetings and hearings 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 are represented thereby.
As you are aware, our Firm represents other governmental and business entities.
It is possible that, during the time we are representing the City, some of our present or
future 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
The Honorable James C. Brainard
Page 2
April 10, 2001
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 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 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 our travel time at one-half (%) our regular hourly rate and to only 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 long distance telephone tolls; messenger, courier and express delivery charges;
long-distance telecopy and fax charges; printing and reproduction charges (in-house
copying is .10 cents/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.
The Honorable James C. Brainard
Page 3
April 10, 2001
We understand that City has not 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 quarterly estimated cost
of 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 estimate 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.
CONCLUSION
If this letter accurately sets forth our agreement and your understanding, please so
indicate in the space provided and return a signed copy of this letter to me. We ask you
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 advice of other
counsel.
We look forward to working with you on this matter. If you have any questions,
please call me.
Very truly yours,
BLEECKER BRODEY ANDREWS
By:
n K. Andrews
SKA:Id
The Honorable James C. Brainard
Page 4
April 10, 2001
AGREED AND ACKNOWLEDGED:
CITY OF CARMEL, INDIANA
by and through its Board of Public Works and Safety
By:
. rainard ayor/Member
By: V, ()-:-,---45,PAI
ary nn Burke, Member
By:
Billy Walker, Member
DATED: yam/ 9--0/
ATTEST:
kee'lkit- 1-
Diana L. Cordray, IAMC, Clerk-T asurer