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Varnum, Riddering, Schmidt & HoVARNUM, RIDDERING, SCHMIDT & HOWLETTLLP SERVICE AND BILLING INFORMATION The Scope of Our Work Vamum, Riddering, Scbraidt & HowlettLLP is pleased to have you as a client of om fuxn. At Vamunh Riddering, we have a tradition of delivering not only high quality legal services but excellence in client service. Throughout our relationship, you should have a clear understanding of the legal services we will provide. Any questions that you have will be dealt with promptly. We will strive to act on your behalf to the best of our ability. Any statements on our part concerning the outcome of your legal matters are expressions of our professional judgment, but are not guarantees. Our opinions are necessarily limited by our knowledge of the facts ~nd are based on the state of the law at the time they are g~ven. It is our policy that the person or entity we represent is the person or entity identified in our engagement letter sent with this Memorandum and does not include any affiliates of that person or entity (i.e., if you are a corporation or partnership, any parents, subsidiaries, employees, officers, directors, shareholders or partners of the corporation or partnership, or commonly owned corporations or partnerships; or, if you are a trade association, any members of the trade association). In proceeding with this relationship, you agree that our relationship is with you and not your affiliates, and that, as a result, it will not be necessary for us to obtain the consent of you or your affiliates in order for us to represent another client in a matter adverse to your affiliates. Furthermore, to the extent that our representation of others adverse to any of your affiliates may be deemed to require your consent, you give that consent. It is also our policy that the attorney-client relationship will end at our completion of the services you have retained us to perform. If you later retain us to perform additional services, our attorney-client relationship will be reactivated. Who Will Provide the Legal Services At Varnum, Riddering, we frequently take a team- based approach to serving our clients. At the beginning of om relationship, where appropriate, we will establish a team of firm members to serve you. This Client Service Team will be led by one attorney who will serve as your Client Service Manager and primary contact at the finn. This attorney should be someone in whom you have confidence and with whom you enjoy working. Client Service Teams include attorneys and legal assistants with different areas of specialization who, under the supervision of the Client Service Manager, may perform work on behalf of the client. The delegation of assignments to team members may be for the purpose of using lawyers or legal assistants with special expertise or for the purpose of providing services on the most cost-efficient and timely basis. When applicable, we will advise you of the names of the attorneys and legal assistants who serve on your Client Service Team. You are free to request a change in the Client Service Manager or Client Service Team members at any time. Ifa change inthe Client Service Manager is desired, please contact any other Partner of the firm. For questions concerning team members, please contact your Client Service Manager. Communication and Responsiveness We strive to retom all telephone calls on the day received or by the following morning, if received late in the day. Our support staff will be familiarized with you and will be aware of any special communication instructions or requirements. You will have 24-hour access to the attorneys' direct dial telephone numbers and voice mail system on which confidential, detailed messages can be left. Where appropriate, you will be provided with the home telephone numbers and the car telephone numbers of the attorneys working with you. The names of secretaries and staff supporting your Client Service Team can also be provided. How Fees Will Be Set Attorneys may be compensated under a variety of fee arrangements, including purely hourly or per diem arrangements. At Vamum, Riddering, in determining the amount to be charged for the legal services we provide, we generally consider the following, unless described otherwise in the engagement letter sent with this Memorandum: The time and effort required, the novelty and complexity of the issues presented, and the skill required to perform the legal services promptly; The fees customarily charged in the community for similar services and the value of the services to you; 4 The mount of money or value or property involved and the results obtained; The time constraints imposed by you as our client and other circumstances, such as an emergency closing, the need for injunctive relief from court, or substantial disruption of other office business; The nature and longevity of our professional relatiomhip with you; The experience, reputation, and expertise of the lawyers performing the services; The extent to which office procedures and systems have produced a high-quality product efficiently. Among these factors, the time and effort required are typically weighted most heavily. We keep records of the time we devote to your work, including conferences (both in person and over the telephone), negotiations, factual and legal research and analysis, document preparation and revision, travel on your behalf, and other related matters. We record our time in fractions of an hour. The hourly rates of our lawyers and legal assistants have an important bearing on the fees we charge. The fn'm establishes a range of hourly rates for each attorney and legal assistant. These rates maybe adjusted from time to time to reflect current levels of legal experience, changes in our costs, and other factors. We are often requested to estimate the amount of fees and costs likely to be incurred in connection with a particular matter. When requested, we will furnish such an estimate based upon our professional judgment, but always with a clear understanding that it is not a maximum or fixed- fee quotation. The ultimate cost frequently is more or less than the amount estimated. For certain well-defined services (for exarrrple, a simple business incorporation), we will quote a fixed fee. It is our policy not to accept representation on a fixed fee basis except in such defined service areas or pursuant to a special arrangement tailored to the needs of a particular client. In those situations, the fixed fee arrangement will be expressed in a letter, setting forth both the amount of the fee and the scope of the services to be provided. Varnum, Riddering encourages discussion with our clients about legal fees and billing arrangements. Unnecessary imsnnderstandings can result from a lack of clear communication on these sensitive matters. We would expect to have candid discussions regarding fees and billing arrangements with you at the beginning of our relationship Other Charges Typically, we will charge our clients not only for legal services, but also for other ancillary services which we provide. Examples of ancillary charges include: computerized research services and the use of our photocopy machines. While our charges for these services are measured by use, they do not, in all instances, reflect our actual out-of- pocket costs. For photocopying, for example, the tree cost of providing the service is difficult to establish. While we are constantly striving to maintain these charges at rates which are lower than those maintained by others in our markets, in some instances, the amounts charged exceed the actual costs to the ttrm. We would be pleased to discuss the specific schedule of charges for these additional services with you and to answer any questions that you may have. If you would prefer, in some situations we can arrange for these ancillary services to be provided by third parties with direct billing to you. Disbursements In addition to our fees and other charges, we will bill you, without any mark-up, for any out-of-pocket expenses which we incur on your behalf. Examples of costs in this category may include filing fees, court costs, mileage and third-party carrier or overnight delivery service. We may ask that you pay any sizeable third-party costs or expenses directly. Billing Arrangements and Terms of Payments We will bill you, normally each month, for fees, other charges and disbursements. You are expected to make payment upon receipt of our invoice. Unpaid fees and disbursements accrue interest at the maximum rate permitted under the laws of the State of Michigan, but not exceeding 1% per month from the beginning of the month in which they became overdue. If your account becomes past due, you are expected to bring the account or the retainer deposit current. If the delinquency continues and you do not arrange satisfactory payment terms, we may withdraw from the representation and pursue collection of your account. You then agree to become responsible for paying the costs of collecting the debt, including court costs, filing fees and reasonable attorney fees. Invoices are typically sent monthly unless there is a project to be billed in a different fashion. At times, when there is low activity, an invoice may be sent less frequently than monthly. Generally, one person acts as the billing attorney for each client in order to coordinate the billing process. Billing can be done on a composite basis or broken down by subject matter. If you want particular invoices sent to specific individuals for approval in your company, that can be done. Approved and adopted this _ [ ~ day of OtJD~ ,2002. CARMEL BOARD OF PUBLIC WORKS AND SAFETY f~s Brainard, Presiding O. fficer ~)ate: Iff '" t/ q-~._~ Mary Arm Burke, Member Date: ~,.-------~ J ,/'? . Lori S. W~ ATTEST: ~ -- Ssndra M. Johnson, ~ ~~ Deputy Clerk for /Diana L. Cordray, ~AMC, Clerk-Treasurer Date: Cityof Carmel October 17, 2002 Mr. John W. Pestle VARNUM, RIDDERING, SCHMIDT & HOWLETT, LLP P.O. Box 352 Grand Rapid, MI 49501-0352 Agreement for Purchase of Goods and Services City of Carmel, Department of Law No. 1016.02.06 Dear Mr. Pestle: On October 16, 2002, the Board of Public Works and Safety approved the above-referenced Agreement to do business with your company. Enclosed is a fully executed copy for your records together with several other documents, which will ensure a successful and profitable business relationship with the City of Carmel. Please review the enclosed sample invoice, Exhibit B of your contract. Although we do not require you to use this specific form, we do ask that you please submit the information requested on the sample invoice in a similar layout when submitting an invoice for services rendered. This format replaces any other form previously used by the City and is effective upon approval of your contract. We also ask that you review and complete the enclosed questionnaire and the attached W-9 Form and return these two items to our office at the address indicated on the first page of the form. We must receive these forms in order to process your claims for services rendered. We appreciate your cooperation. If you have any questions or concerns, please do not hesitate to contact me at 317.571.2628. Thank you for your attention to the above-referenced matters. Sincerely, Sandra Johnson)' Deputy Clerk-Treasurer Enclosures ONE CIVIC SQUARE CARMEL, INDIANA 46032 317/571-2400 ONE CIVIC SQUARE CARMEL, INDIANA 46032 FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CiTY OF CARMEL - 1997 FEDERAL EX(~I~E TAX EXEMPT 4499 TH~s .OMEEn MUST ~p~EAR ON ~.VO,CES, ~ DESCRIPTION DATE RE~ VENDOR Varnum, Riddering, Schmidt Howlett P 0 Box 352 Grand Rapids, MI 49501-0352 PAYMENT TERMS DESCRIPTION SHIP City of Carmel, DOCS TO One Civic Square Carmel, IN 46032 FREIGHT Legal Services in the Sprint Spectrum L.P. vs City of Carmel, et al Not to Exceed $10,000.00 1192 DOCS #400 Legal Services $10,000.00 DEPARTMENT SHIPPING INSTRUCTIONS · SHIP PREPAID* · C.O.O, SHIPMENTS CANNOT BE ACCEPTED. · PURCHASE ORDER NUMBER MUST APPEAR ON AL[. SHIPPING LABELE. · THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ~TS 1945 AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO* DOCUMENT CONTROL NO. ~ 4 4 9 9 PLEASE INVOICE IN DUPLICATE AMOUNT PAYMENT ORDERED BY ~ - TITLE t~irector, DOCS CLERK-TREASURER -- VENDOR COPY DOCS - 2002 Line Stem #1192; P. 0. #04499 Amount Not To Exceed $10,000.00 BRIDGEWATER PLACE · FOST OFFICE BOX 352 GRAND RAPIDS, MI 49501.0352 TELEPHONE 616 / 336-6000 · FAX 616 / 336-7000 · WWW.VARNUMLAW.COM JOHN W. PESTLE WEB SITE www.vammalaw.eom Augustl2,2002 APPROVED, AS 10 FORM BY:~ DIRECT DIAL 616/336-6725 E_M AiL jwpestl¢ ~vamumlaw.com Mr. John Molitor Molitor, Grisham & Hester, P.A. 9465 Counselors Row Suite 200 Indianapolis, IN 46240 Mr. Douglas Haney City Attomey City ofCarmel One Civic Square Carmel, IN46032 Ms. Judy Hester Molitor, Grisham & Hester, P.A. 9465 Counselors Row Suite 200 Indianapolis, IN 46240 RE: Sprint Spectrum L. P. vs City of Carmel, et a! Dear Ms. Hester, Mr. Molitor and Mr. Haney: Thank you for engaging us to assist the City of Carmel and the Board of Zoning Appeals for the City of Carmel and Clay Township (respectively "the City", "the Board" and collectively "you") in the Federal Court lawsuit by Sprint Spectrum L.P. vs the City and the Board, as more fully described below. This letter is intended to set forth our mutual understanding of the legal services to be performed on your behalf and the basis upon which we will provide and be paid for those services. We will provide services for you as follows: In the lawsuit Mr. Molitor and Ms. Hester will be lead counsel for the Board (and they or Mr. Haney will be lead counsel for the City). We will be listed