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Baker & Daniels/City of Carmel/Brainard Ovn BAKERBAKER 41 DANIELS EST.1863 JOSEPH L SMITH,JR. BAKER&DANIELS LLP Partner 300 North Meridian Street,Suite 2700 Direct 317.237.1009 Indianapolis,Indiana 46204-1782 joseph.smith@bakerd.com Tel 317.237.0300 Fax 317.237.1000 www.bakerdaniels.com September 24, 2010 Mayor James Brainard Carmel City Hall One Civic Square Carmel, IN 46032 Re: 911 Wireless Fees/2011 Indiana Legislature Dear Mayor Brainard: Our purpose in writing this letter is to confirm that the "Hamilton County Coalition" has engaged Baker & Daniels LLP to represent it as described below and outline the terms of our engagement. This letter is directed to each of the members of the Hamilton County Coalition, including the City of Carmel. Please be advised that while our client is the Hamilton County Coalition and not the individual members of the Coalition, it is the individual members that are responsible for paying our work on behalf of the Hamilton County Coalition. Although we would prefer to confirm these matters in a less formal manner, it is now our regular practice to use a standard engagement letter, including the attached "Terms and Conditions of Engagement," because experience has demonstrated that the attorney/client relationship is enhanced by a mutual understanding of our services and fee arrangements. If you have other terms or guidelines you regularly use for outside counsel, please let us know, and we will be happy to review them. However, the terms of our engagement will be governed by this engagement letter and the attachment, unless we agree otherwise in writing. You have engaged us to pursue legislation that will provide a funding solution for a consolidated emergency communication center in Hamilton County. In addition, we will explore legislation to address the differences with 911 wired and wireless user fees. Our desire is to provide a stable funding source for a consolidated emergency communication center. The fee for our services is $20,000.00. The first installment of$10,000 will be invoiced to you in January 2011. The second and final invoice will be sent in March 2011. You are free to discontinue our legislative relationship with thirty (30) days notice. Should you chose to discontinue the engagement, you will only be responsible for the amount incurred up to that point. As referenced herein, additional terms and conditions are set forth in the attachment hereto. We would encourage you to pay particular attention to the provision regarding (a) the definition of our client and the fact that we will not treat affiliates and constituents as our client in this engagement, as set forth under "Scope of Engagement," and (b) the information set forth under "Consent to Conflicts." BDDBO 16351538v 1 Mayor James Brainard -2- September 24, 2010 We trust this letter and attached "Terms and Conditions of Engagement" are satisfactory to you. Your signature will confirm that you have read and agreed to all such terms, including the attached Terms and Conditions of Engagement. This agreement will take effect on the date of your signature or when we first perform services, whichever is earlier. Please date and sign the original of this letter and retain it for your own files, and date and sign the enclosed copy of this letter and return it to us. Please let us know immediately if that is not the case. Otherwise, we will proceed in our representation of you with the express understanding that you have accepted the terms set forth in this letter, including the attached Terms and Conditions of Engagement. Of course, feel free to contact me if you have any questions regarding the terms set forth in this engagement letter, and feel free to discuss with me any aspect of the firm's representation, including personnel and billing, at any time during the course of our representation of you. We appreciate this opportunity to serve you and look forward to working with you. We commit to represent your interests vigorously and efficiently. Sincerely, BAKER & DANIELS LLP By: J eph . S ith, r. Accepted this 29 day of S ce-7, Pkv±1 e , 2011 by: ��—jj S Signature rr�i�� /J%`ui � Printed: I/9 cC-, /'19/4'17 ep Title: �/7 / ar 6/,7 I �// ilk U BDDBOI 6351538v1 Terms and Conditions of Engagement The following terms and conditions of engagement shall apply to representation by Baker& Daniels LLP as set forth in the letter to which this "Terms and Conditions of Engagement" is attached. (When we use the pronoun "you" in this letter, we mean our client in this engagement. When the client is an entity, we have addressed this letter to the client's authorized representative, but the pronoun "you" refers to the entity client.) Scope of Engagement. The scope of our engagement is set forth in the letter to which this "Terms and Conditions of Engagement" is attached. The scope of our engagement may change if you ask us to provide different services, and we agree in writing to provide them or we actually provide them and bill you for them. If our engagement changes, the terms set out in this letter will apply to the changed engagement, unless we enter into a further agreement modifying or superseding this one. Our engagement may be terminated by either one of us by written notice to the other. In representing a client that is an entity, we do not thereby also separately represent affiliates, parents, subsidiaries or other legal persons related to the entity ("Affiliates"), nor do we separately represent the owners, officers, directors, founders, managers, members, general partners, limited partners or employees of the entity (the "Constituents") in their individual capacities or with respect to their individual affairs. We will rely upon you to inform them of this fact where appropriate. We will look to the addressee of this engagement letter for our instructions on behalf of the entity, unless you inform us otherwise in writing. Therefore, for purposes of applying ethical rules relating to conflicts, you agree that: (1) we may treat the addressee entity of this letter as our sole client, and our client does not include any Affiliate or Constituent; and (2) our representation of you will not give rise to any conflict of interest in the event other clients of ours are adverse to any Affiliate or Constituent. Professional Responsibility. We will provide strictly legal services to you in connection with this engagement. In providing legal services, we shall be guided by, and will not adopt positions or engage in conduct that would violate the letter or the spirit of, the Rules of Professional Conduct in effect in the jurisdictions in which we practice. You are not relying upon us for, and we are not providing, any financial, investment or accounting advice or decisions or any investigation of the character or credit of persons with whom you may be dealing. And, of course, you understand that we cannot and do not guarantee any particular outcome in any matter we are requested to handle. Fees and Expenses. The general basis for our charges for services is set forth in the letter to which this "Terms and Conditions of Engagement" is attached. Unless we have agreed in writing to be bound by a specific amount, any estimate will be just that- a good faith estimate and not a guarantee or a "not-to-exceed" figure. We reassess our hourly rates from time to time, usually on an annual basis; but rates may change more often. Changes may or may not apply across the board to all timekeepers. Unless otherwise agreed with you, our bills will show timekeepers' time recorded on this engagement in minimum increments of one-tenth of an hour, even though the actual time expended may be less. BDDB01 6351538v1 We are committed to providing quality legal services and value that exceeds the cost of our services. We will attempt to discharge this engagement efficiently and cost-effectively. To those ends, the individuals who we assign to work on this engagement may include attorneys and paralegals who are resident at the firm's multiple offices. We have found that this approach to staffing enables us to deploy on our clients' behalf the skills that we believe are needed, regardless of the individual's location. We encourage your comments on staffing. We also use independent contractors and "contract" attorneys and paralegals from time to time. On occasion at the request of a client, we will attempt in good faith to estimate the fees and costs of a particular matter. In addition to fees, you will be responsible to pay for disbursements and certain other expenses incurred as a result of this engagement. Our charges for these expenses generally reflect our direct and indirect costs, but charges for certain items exceed our actual costs. We currently charge 150 per page for photocopies and 950 per page for outgoing faxes. Certain ancillary services, such as computer research and document reproduction, are used more extensively in connection with some matters than others. Consequently, such services are billed on the basis of direct utilization. Generally, we do not advance costs for disbursements to third parties; you will be billed direct for such costs. Billing Practices. Our standard practice is to bill monthly for both services and costs. Payment will be considered to be past due after 30 days of receipt, and a late charge of 1% per month will be charged on amounts not paid within 30 days from the first day of the month following the date of the invoice. If you have any questions or concerns about how your bill was calculated or the form in which it was presented, please bring it to our attention promptly. To facilitate prompt payment, unless we are instructed otherwise in writing, bills will be rendered only to you, and responsibility for payment will be yours solely. If we have more than one client in this engagement, each is jointly and severally obligated to pay us, unless we expressly agree otherwise in writing. Any outside arrangements you may have for reimbursement, insurance, indemnification or the like will not change your obligation. Regular, timely payment in full is a condition to our continuing to render legal services. You agree that we may suspend or terminate our services and may withdraw from this engagement in the event our fees, other charges and retainer requirements are not timely paid or funded. In addition, if our engagement is terminated by either one of us for any reason, you will, of course, remain obligated to pay us all fees and other charges to and including the termination date. Unless we agree otherwise in writing, your obligation to pay us is not contingent upon a settlement, judgment or closing. If our representation results in a monetary recovery by litigation or arbitration award,judgment or settlement, or by other realization of proceeds, you hereby grant us an attorneys' lien on those funds in the amount of any sums due us. Consent to Conflicts In the future, we may be asked to represent debtors in possession, creditors' committees or other parties in interest in bankruptcy cases in matters adverse to you. Such matters for such clients would be unrelated to our work for you. This letter confirms that you have kindly consented to all such future representations adverse to you, and you agree that you will not use our acceptance -2- BDDB01 6351538v1 or continuance of representations for you as a basis to attempt to disqualify us from representing clients adverse to you in such matters. Of course, the firm will not accept an engagement adverse to you that is the same or substantially related to any representation the firm is discharging or has discharged for you. Also currently and in the future, we may be asked to represent investment banking firms or other financial institutions, real estate development companies, builders, other businesses, institutions or individuals in matters adverse to you, including representations in connection with municipal finance transactions, matters relating to seeking economic development incentives, zoning approvals, land use approvals, development plan approvals, variances, dispute resolutions and other proceedings and property tax appeals. Such matters for such clients would be unrelated to our work for you. This letter confirms that you have kindly consented to all such existing and future representations adverse to you, and you agree that you will not use our acceptance or continuance of representations for you as a basis to attempt to disqualify us from representing clients adverse to you in such matters. As we previously discussed, we represent a number of clients that may own and develop real estate in Hamilton County, Indiana. Because you are a public body governing persons who reside or transact business in your jurisdiction, some of our clients, including these land owners and developers, may have business before you from time to time. Because of this fact, we cannot participate in any discussions or decisions concerning how a proposed zoning ordinance, tax abatement or other similar matter would affect a specific project pending before the Council or regarding a specific parcel of real estate without having first identified ownership and other interests in the real estate to determine if a conflict exists and, if necessary, clearing such conflict with the owner or developer. As provided above, if we determine after that review that such a conflict exists, and we determine to refrain from providing services to you in connection with that matter, this letter confirms that you consent to our representation of those other parties, and you agree that you will not use our acceptance or continuance of representations for you as a basis to attempt to disqualify us from representing clients adverse to you in such matters. Again, the firm will not accept an engagement adverse to you that is the same or substantially related to any representation the firm is discharging or has discharged for you. As one example of a matter that we will refrain from representing you in connection with, and that you consent to our continued representation of our other clients in, we represent Browning companies and its affiliates and associates in development matters before the Council. Confidentiality, Electronic Communication and Course of Conduct. Baker & Daniels LLP is committed to maintaining the confidentiality of information that our clients entrust to us. As lawyers, this is our ethical duty. It is also a principle of client service that is of paramount importance to us. Email, Extranet and other forms of electronic communication are increasingly important business tools; and we make appropriate use of them in communicating with our clients. However, there are risks associated with them. While we have no reason to suppose that our own email or other electronic communication systems are not secure, you should be aware that information sent or stored electronically might be accessed by third parties. When appropriate, we may communicate -3- BDDBOI 6351538v1 with you by email unless you ask us not to do so. Please note that email can be subject to delays and non-delivery. In appropriate circumstances you should confirm with us that we have received and read your email communication. We have measures in place to protect against sending or receiving viruses, but we cannot guarantee that these will be completely effective. We trust that you take your own precautions against possible virus infection. In order to assist you effectively and efficiently, we expect you will provide us with the factual information which relates to this subject matter of this engagement and that you will make any appropriate business or technical decisions. We believe you should be actively involved in the strategy and management of your legal affairs, and our goal is to encourage candid and frequent communication between us. We will consult with you at appropriate junctures as the engagement progresses. Ordinarily, such consultations are conducted in person or by telephone; but if you desire that we communicate in writing in a particular instance, please let us know. In addition, we may on occasion choose to communicate with you in writing. In the course of this engagement, you may be asked to read and perhaps sign various legal documents. Please read the documents carefully so that you thoroughly understand them. If you have any question whatsoever, you should address it to us right away. You hereby consent to our sharing information concerning your representation with personnel of our consulting arm, B&D Consulting, when we conclude that such sharing may enable such personnel to aid us in providing comprehensive service to you. We also advise you that in some situations, our lawyers may designate such consulting personnel to act as paralegals in directly aiding our lawyers in the provision of legal services. Unless you indicate otherwise, we will include you on our electronic mailing list to receive legal updates, newsletters and general information from the firm. Files and Records. After this engagement has ended and you have paid us for all services, you may request the return of your files. (If you have not paid us, we will have the right to assert a retaining lien on your files.) We will retain your files for ten years following the conclusion of this engagement. If you do not request the files in writing before the end of that ten-year period, upon the expiration of that period, we will have no further obligation to retain the files and may in our discretion, destroy the files without further notice to you. You acknowledge that all client-supplied materials are your property and are subject to your record retention policy, not ours. Through this provision, we seek to limit the inadvertent retention of your property in our files over and beyond the time frame required by your record retention policy. Termination of Engagement. This engagement will terminate upon the completion of the matters for which we have been engaged and that are described in this letter, unless you have expanded the scope of the engagement or retained us on a separate matter -4- BDDB01 6351538v1