Brazill Hester, PC/DOL COni{Ct2-LM (7) ,35, ,0 -OS
BR 4=I-IEsmg PC
Judy G.Hester(licensed in IN,IL,Ct.of Fed.Claims) Timothy P.Brazill
Richard C.Hersberger(licensed in IN) (1956-2006)
Brenda K.Davidson,RP Registered Paralegal
Of Counsel: C.Jefferson Cragen(licensed in IN)
VIA HAND DELIVERY
April 26, 2010
Douglas C. Haney, City Attorney
Department of Law
One Civic Square
Carmel, Indiana 46032
Re: Special Counsel Services
APFROv' O AS TO FORM B
Dear Mr. Haney:
Brazill Hester, P.C., 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 matter 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 interest 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 interest are represented
thereby.
Office:334 N.Senate Avenue,Indianapolis,IN 46204
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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 Rule 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 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 interest of such client in such matters
are directly adverse to the City. We agree,however, that you 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 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(1/2) 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.
We understand that the City has EEO 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 for the City. We understand that the City will relay upon our cost estimate when
encumbering money and designating an appropriation number from which our services
Office:334 N.Senate Avenue,Indianapolis,IN 46204
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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
to acknowledge that, in reviewing and executing this letter, you have not relied on any
advise provided by our Firm but instead have acted solely in reliance upon advise of
other counsel.
We look forward to working with you on this matter. If you have any questions,
please call me.
Sincerely,
BRAZ ESTER, P.C.
By:
Judy . ster, Esq.
•
Office:334 N.Senate Avenue,Indianapolis,IN 46204
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Approved this 5 4day of fi V , 2010.
CITY OF CARMEL, INDIANA
By and through its Board of Public Works and Safety
BY:
e,
Ja s Brainard, Presidin Office
Date:
Mary Ann,urke, Member
Date: S- S"--ia
Lori S. ats , Member
Date: ��� �((7
ATTEST:
kdO •
Di a Cordray, IMCA, Ckrk- 7urer
Date: 0