Baker & Daniels/CFD •
: •
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BAKER & DANIELS LLP
EST. 1863
300 North Meridian Street,Suite 2700•Indianapolis,Indiana 46204
• • Tel.317.237.0300•Fax 317.237.1000
- _ www.bakerdaniels.com • -
TrIOMAS A. Prrmnx , r ,'<. �,y_ z ., INDIAN
Attorney at Law ' .
,J, . q , WASHINGTON,D.C.
Direct 317.237.1149 ' - '
thomas.pitman@bakerd com 1 _ „ CHINA
September 19, 2005
APPROVED AS TO FORM BY
VIA FIRST CLASS MAIL •
City of Carmel, Indiana
do Doug Haney, Esq..
One Civic Square
Carmel, IN 46032
Re: Engagement Letter Regarding Services as Bond Counsel
for the City of Carmel, Indiana (Fire Department Improvements)
Dear Doug:
•
The purpose of this letter is to memorialize our engagement by the City of Carmel, Indiana (the
"City"), and to set forth some of the duties and activities to be undertaken by Baker & Daniels LLP as
bond counsel to the City for the issuance and sale of genera] obligation bonds to obtain financing for
certain proposed fire department improvements to be undertaken by the City (the "Project"). We are
extremely pleased to work with you and the City to accomplish this important Project.
Baker & Daniels LLP regards the position of bond. counsel as one demanding diverse and
comprehensive responsibilities. As you know, the primary responsibility of bond counsel in any bond
financing is to render an objective and expert legal opinion with regard to the authorization and
issuance of the bonds. In order to deliver such an opinion, and as part of our related responsibilities, we
will prepare all ordinances and resolutions to be adopted by the Common Council of the City and other
bodies of the City related to the financing; prepare or review all of the forms of official notices to be
used with regard to the Project, various public hearings and other. official actions related' to the , ..
financing, including the sale of bonds; prepare all closing documents, certificates and instruments,
including the non-arbitrage certificate and the legal opinion referred to above with regard to the
authorization and validity of the bonds and the exclusion of interest on the bonds from gross income for
purposes of federal and Indiana income taxation; and organize, attend and manage the closing of the
transaction. We regard all of these to be standard "bond counsel" services to be performed in close
cooperation with you, with the City's financial advisor and with other designated officials and agents of
the City.
Our standard activities as bond counsel typically would not include work on any litigation that
might arise out of or pertain to the financing; any work-on federal or state environmental:or regulatory
matters relating to the Project to be financed out of the proceeds of the bonds; or any post-closing
City of Carmel, Indiana - 2 - September 19, 2005
c/o Doug Haney, Esq.
compliance on behalf of the City under the federal tax laws regarding the rebate of arbitrage earnings, if
any, to the government of the United States. We would anticipate that the official statement and any
other offering materials pertaining to the bonds would be prepared by the City's financial advisor, and
any related continuing disclosure requirements imposed on the City pursuant to Rule 15c2-12 of the
Securities and Exchange Commission would be the responsibility of such financial advisor.
Consequently, in the capacity of bond counsel, Baker & Daniels LLP would not have responsibility for
the preparation or accuracy, completeness or sufficiency of the official statement or other offering
materials (other than generally assisting in the review of the official statement and offering materials,
including, without limitation, those provisions setting forth the description of the status of interest on
the bonds under the tax laws of the United States and the State of Indiana and the presentation of our
proposed legal opinion), or any continuing disclosure obligations in connection therewith.
As you are aware, Baker & Daniels LLP represents a number of land owners and developers.
Baker & Daniels LLP is not willing to undertake the representation of the City or ally of its agencies if
such representation would preclude or prevent Baker & Daniels LLP from representing land owners
and developers before the City and its related agencies (including, without limitation, the Plan
Commission, Board of Zoning Appeals, Common Council and Department of Public Works). This
letter confirms that, consistent with and subject to the Rules of Professional Conduct, the City agrees to
waive any actual or potential conflict which may result from our present or future representation of any
such land owner or developer (or other party) in any present or future matter (including, without
limitation, any rezoning, variance request, redevelopment project or land use approval or permit)
unrelated to the specificmatter with respect to which you have engaged us. Your waiver includes any
litigation or other proceeding that may arise out of or in connection with any such matter. Baker&
Daniels LLP agrees to consult with the City regarding any adverse effects to the City's interests when
considering withdrawal of representation in this matter.
We will bill you on an hourly basis for our services. It is anticipated that the majority of our
services in this engagement will be discharged by my associate, Scott Peck. His hourly rate is currently
$220, and my hourly rate is currently $360, in each case subject to annual increases at the beginning of
each calendar year.
We will bill you for our services at the time of the closing of the financing for the Project;
provided, however, that we would instead submit our bill at such time as the City were to determine not
to proceed with a financing or to proceed without our continued services. We will send all invoices, as
well as copies of all documentation we prepare for or on behalf of the City and emails sent to the City
in this matter to the Carmel City Attorney. Our statement will also include charges for expenses that
we incur on your behalf. For such things as necessary travel, filing fees, delivery and special staff
services, and long distance telephone charges, we will bill you at our cost or usual hourly rate, as
applicable. We will charge 100 per page for copies and long distance charges, if any, for outbound
facsimile transmissions. Payment is due upon receipt of our statement, subject to any reasonable
disputes over fees or expenses raised by the City. We will not charge you for word processing staff
time, courier services performed by our messenger staff or facsimile pages you send to us. If you have
City of Carmel, Indiana - 3 - September 19, 2005
do Doug Haney, Esq.
any questions or comments concerning our services or charges during the course of our representation,
we encourage you to bring them to our attention immediately so that any problem can be solved.
We understand that it is intended for our fee for bond counsel services to be paid, under the
customary arrangement, at closing from the proceeds of the bonds. In the unlikely event that bonds are
not issued, we would expect to be compensated for our efforts based on actual time expended at our
usual hourly rates.
We consider it a privilege to work with you and the City on this Project and financing. Please
feel free to contact me if you need further information. If the terms of our engagement as set forth
above are acceptable, please have a copy of this letter executed on behalf of the City and returned to us.
Kindest regards.
Yours truly,
Kcur..a
Thomas A. Pitman
TAP/clw
Approved and Accepted on behalf of
the City of Carmel, Indiana
By:
Mayor James Brainard
Date:
nni)noi 4176958vI
rch
Approved and adopted this day of ( ar , 2005.
CARMEL BOARD OF PUBLIC WORKS AND SAFETY
By:
Ja s Brainard, res' ing Officer
Date: 6 c.c" O
Mary Ann urke, Member
Date:
Mit
Lori S. Watsre�
Date: /0/510`J�
ATT ST:
Tana L. Cordray, ' , rk-Treasurer
Date: D C b