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Sommer Barnard Ackerson/DOLSOMMER BARNARD ACKERSON ATTORNEYS, PC Dave C. Bromund Direct Dial: 317-713-3462 dbromund~sbalawyer s.com July 8, 2004 Personal & Confidential Douglas C. Haney City Attorney, City of Carmel One Civic Square Carmel, Indiana 46032 Re: City of Carmel/General Representation APPROVED ASTO FORM BY~ Dear Doug: The purpose of this letter is to confirm the terms of our engagement. I will be primarily responsible for City of Carmel matters within our Firm. To assure that our services are rendered as efficiently and expeditiously as possible, all requests for legal services should be directed to me. Although I will be the lawyer primarily responsible for City of Carmel matters, I may assign portions of the work to be done to other Finn lawyers. In an effort to produce greater efficiencies and to reduce total fees, I may also ask one or more of our legal assistants to assist in Cannel matters as well. Our legal assistants are not lawyers, but they possess training, experience, and skills to enable them to assist our lawyers in discharging their responsibilities. Services of attorneys and legal assistants are billed at hourly rates which are adjusted annually, effective in January of each year, taking into consideration the increased cost of operation and other factors. My present hourly rate is $295, and attorney and paralegal rates vary based upon experience. Time charges accrue and are recorded daily for all time spent on behalf of our clients, including time involved in negotiations, conferences (both in person and over the telephone), factual and legal research, drafting, revising and preparing memoranda, letters, and other legal documents, travel, and other activities on a client's behalfi At your request, we have agreed that with respect to any internal conferences among more than one attorney from our Firm, we will charge the City of Carmel only for the services of one attorney and we will use the attorney with the highest hourly rate who participates in such internal conferences. In addition to our fees, you will be responsible for payment of our other related expenses including filing fees, photocopying charges (per our agreement with the City of Carmel at no more than 10 cents per page) and long distance fax charges, as well as necessary messenger and overnight mail delivery charges, travel expenses and computerized legal research charges. Statements for professional services and expenses and other charges will be rendered on a Personal & Confidential Douglas C. Haney Carmel City Attorney July 8, 2004 Page 2 monthly basis and are due within 30 days after receipt. If you have questions regarding any statement, I encourage you to bring them to my attention. As you and I have discussed on several occasions, there is a conflict of interest between (1) our Firm's representation of the City of Carmel; and (2) our Firm's representation of the City of Indianapolis in matters involving Indianapolis Water (the "Indianapolis Water Matter") in which the City of Carmel is represented by you and by outside counsel (other than our Firm.) You and I have agreed that our Firm will represent the City of Carmel only in matters that are unrelated to the Indianapolis Water Matter. Even so, the Indiana Rules of Professional Conduct prohibit our Firm from representing the City of Carmel unless (1) we reasonably conclude that representing the City of Indianapolis in the Indianapolis Water Matter will not adversely affect (a) our relationship with the City of Carmel or (b) our representation of the City of Carmel with respect to matters unrelated to the Indianapolis Water Matter ("Carmel Matters"); and (2) the City of Carmel and the City of Indianapolis each consent to the simultaneous representations. We have informed the City of Indianapolis of our Firm's proposed representation of the City of Carmel in matters unrelated to the Indianapolis Water Matter. After consultation with us, we understand that the City of Indianapolis is willing to give its written consent to our representation of the City of Carmel in matters unrelated to the Indianapolis Water Matter. In the present circumstances, we believe that it is reasonable to seek consent from the City of Carmel and for the City of Carmel to give such consent if it chooses to do so. In determining whether you should consent to this representation, however, you should consider the following. First, the Carmel Matters will be unrelated to the Indianapolis Water Matter. That is, our Firm will represent the City of Carmel only in matters that are unrelated to the Indianapolis Water Matter. Second, the attorney and non-attorney personnel working on the Indianapolis Water Matter and Carmel Matters will be separate groups and intemal screening mechanisms will prohibit communications between the two groups concerning the matters they are working on as well as their access to files and case-related information in any other form. Thus, I and anyone else at our Firm working on Carmel Matters will be able to zealously and effectively represent the City of Carmel without regard to what others in our Finn may be doing in the Indianapolis Water Matter. Third, the City of Carmel should also recognize, however, that our Finn will continue to zealously represent the City of Indianapolis as well, and without regard to our representation of City of Carmel as to Carmel Matters. Finally, our Firm must remain able to continue its representation of the City of Indianapolis, even if our Firm's representation of the City of Carmel terminates prior to conclusion of the Indianapolis Water Matter. Obviously, the City of Carmel is not in any way bound by our conclusions with respect to this matter and is free to give or withhold consent as it chooses. Based on our discussions, I understand that the City of Carmel is willing to consent and that you are authorized to execute a written consent on behalf of the City of Carmel (as set forth below). Accordingly, please sign SOMMER BARNARD ACKERSON Personal & Confidential Douglas C. Haney Carmel City Attorney July 8, 2004 Page 3 the enclosed duplicate of this letter and return it to me in the pre-addressed envelope I have also enclosed. By doing so, the City of Carmel: (1) consents to our Firm's representation of the City of Indianapolis in the Indianapolis Water Matter while also representing the City of Carmel in Carmel Matters; (2) waives any Firm conflict of interest arising out of those representations; and (3) agrees that, so long as no confidential or privileged information obtained from or provided to the City of Carmel during the Firm's representation hereof is disclosed to that Firm group working on the Indianapolis Water Matter, the City of Carmel will not seek to disqualify our Firm in the Indianapolis Water Matter, or otherwise seek to terminate or limit our Firm's representation of the City of Indianapolis based in whole or in part upon our Firm's representation of the City of Carmel, even if SBA's representation of the City of Carmel terminates for any reason prior to conclusion of the Indianapolis Water Matter. We suggest you retain this letter in your files. We are pleased to have this opportunity to serve the City of Carmel. If the arrangements described above are acceptable, please sign the enclosed copy of this letter where indicated below and return it to me. Should you have questions regarding our representation, please do not hesitate to contact me. Very truly yours, Dave C. Bromund The terms of this engagement as stated in this letter are agreed to and accepted. City of Carmel By: Douglas C. Haney, City Attomey 152403_2.DOC $OMMER BARNARD ACKERSON CARMEL BOARD OF PUBLIC WORKS AND SAFETY /5~n~es Brainard, Presiding Officer Date: . '! Lo0 S. W~~ - Di ~;L ~ ordray, ~]~l~Treasur er Date: t Personal & Confidential Douglas C. Haney Carmel City Attorney July 8, 2004 Page 3 the enclosed duplicate of this letter and return it to me in the pre-addressed envelope I have also enclosed. By doing so, the City of Carmel: (1) consents to our Firm's representation of the City of Indianapolis in the Indianapolis Water Matter while also representing the City of Carmel in Carmel Matters; (2) waives any Firm conflict of interest arising out of those representations; and (3) agrees that, so long as no confidential or privileged information obtained from or provided to the City of Carmel during the Firm's representation hereof is disclosed to that Firm group working on the Indianapolis Water Matter, the City of Carmel will not seek to disqualify our Firm in the Indianapolis Water Matter, or otherwise seek to terminate or limit our Firm's representation of the City of Indianapolis based in whole or in part upon our Firm's representation of the City of Carmel, even if SBA's representation of the City of Carmel terminates for any reason prior to conclusion of the Indianapolis Water Matter. We suggest you retain this letter in your files. We are pleased to have this opportunity to serve the City of Carmel. If the arrangements described above are acceptable, please sign the enclosed copy of this letter where indicated below and return it to me. Should you have questions regarding our representation, please do not hesitate to contact me. Very truly yours, Dave C. Bromund The terms of this engagement as stated in this letter are agreed to and accepted. City of Carmel By: Douglas C. Haney, City Attorney 152403_2.DOC SOMMER BARNARD ACKERSON hp officejet 7110 printer/fax/scanner/copier Oct 13 Fax-History Report for Oct 13 2004 10:28am Date Time T.vpe 10:27am Fax Sent Identification 2265 D r_uzaI~ P_ag~ Result 1:10 4 OK