HomeMy Public PortalAbout103-2017 - Ice Miller - Attorney ServicesORIGINAL
IceMiller
LEGAL COUNSEL
July 31, 2017
One American Square Suite 2900 Indianapolis, IN 46282-0200
INDIANAPOLIs NUMBER (317) 236-2268
DIRECT FAX: (317) 5924671
INTERNET: LISA.LEE [(ICEMILLERCOM
CONFIDENTIAL ATTORNEY/CLIENT PRIVILEGED COMMUNICATION
Mr. Walter S. Chidester
Boston Bever Klinge Cross & Chidester
27 North Eighth Street
Richmond, IN 47374-3028
E-mail: wchidester@bbkcc.com
Re: City of Richmond, Indiana
Sanitary District Equipment Lease
Dear Walt:
We are pleased you have asked us to serve as special counsel on the engagement
described in this letter and appreciate the opportunity to serve the Richmond Sanitary District
("District"). Please take a moment to review this letter (and the enclosed standard Ice Miller
terms and conditions) to confirm our mutual understanding regarding the retention of Ice Miller,
the scope of the engagement and the basis on which we will provide legal services. Please let us
know if there is anything you or the District do not understand or would like to discuss changing.
Client and Nature and Scope of the Relationship
We understand that we will be serving as special counsel to the District with respect to
review and consultation regarding the Master Equipment Lease Purchase Agreement No.
714877, including assistance with the completion of the applicable Internal Revenue Service
form 8038 and providing an opinion regarding tax exemption, if applicable. Our engagement is
limited to performance of the services related to this matter. Except to the extent otherwise
specifically agreed and confirmed by us in writing, this engagement does not extend to advice or
representation beyond the scope of the services described herein. We may agree with you and
the District to further limit or to expand the scope of our representation from time to time,
provided that any such change is confirmed by us in writing. No other party is being represented
by us. Please understand that while we cannot, and do not, guarantee the outcome or success of
this or any other engagement or professional undertaking, we will earnestly strive to represent
and serve the District's interests in this engagement effectively, efficiently, and responsibly while
endeavoring to accomplish the District's objectives in this engagement.
Our engagement is for legal services, and it is understood that you and the District are not
relying on us for business, investment or accounting advice or decisions, nor to investigate the
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Mr. Walter S. Chidester
July 31, 2017
Page 2
character or credit of any person with whom you or the District may be dealing in connection
with this matter.
I will be the primary contact as to this relationship with Ice Miller LLP. Any questions or
concerns that may arise in this regard may always be directed to me.
Compensation; Other Important Terms and Conditions
Our base hourly rates for work performed, absent special engagements or circumstances,
currently range from $325 to $615. None of our fees will be based upon, or related in any way
to, the costs of a capital project. If, at any time, we believe that circumstances require an
adjustment of our original fee estimate, we will consult with you.
Ice Miller's standard Terms and Conditions of Engagements for Legal Services is
enclosed. These terms and conditions, which cover various other aspects of this engagement,
including a waiver of future conflicts of interest and provisions regarding termination and
withdrawal are important and are to be read as part of this letter, as they apply to this
engagement to the same extent as if they were typed as part of this letter. Unless a different
engagement letter is executed in the future, the basic terms of this engagement letter will also be
applicable to, and govern our professional relationship on any subsequent matters, on or in which
we may become involved or engaged on behalf of the District.
Acceptance
We hope that this letter and the enclosed Terms and Conditions are helpful and accurately
state the scope of the representation. If you or the District have any questions or wish to discuss
any portion of this letter, please call me. Please confirm for our records the District's acceptance
of these terms and conditions by having an officer of the District sign the copy of this letter in
the space provided, and return the same to me.
Sincerely yours,
ICE MI
> sa A. Le
LAL:dlr
cc: Accounting Department
Enclosures: Terms and Conditions of Engagements for Legal Services
Copy of Engagement Letter
Return Stamped Envelope
I112207576.1
Mr. Walter S. Chidester
July 31, 2017
Page 3
ACKNOWLEDGED AND AGREED:
Date: 2 1 8 1 1 `l
M 2207576.1
RICHMOND SANITARY DISTRICT
By:
Title:
AFFIDAVIT RE: IC 22-5-1.7
STATE OF INDIANA )
) SS:
COUNTY OF MARION )
Lisa A. Lee, having been duly sworn upon her oath deposes and says that Ice Miller LLP
does not employ unauthorized aliens to the best of her kn ledge and belief.
a
Subscribed and sworn by me, a notary public this 3/ day of July, 2017.
Notary Public:
oj.*SE�
JACQUE LYNN MARTIN
My commission expires: My county of residence: Notary Pam'County0 Hmdrwks
My Comm. Expires: Jan. 25, 2024
R 12207576.1
ICE MILLER LLP
Terms and Conditions of Engagements for Legal Services
Ice Miller LLP has prepared this statement of the terms and conditions that are generally applicable to its legal services
representations of its clients, in the absence of an express agreement specifically to the contrary. These terms and conditions,
together with the letter or other document that references them, are the Terms and Conditions applicable to our engagement by
you. When used in this document, "we" or "us" or "our" and similar terms refer to Ice Miller LLP, a limited liability partnership,
and "you" or "your" and similar terms refer to the person or persons specifically identified in this statement as the client or clients
of Ice Miller LLP.
Our Responsibilities
We are responsible to provide legal services to you in
accordance with these Terms and Conditions and with our
express understandings with you concerning the nature and
scope of our representation.
Your Responsibilities
You are responsible for paying our statements for services
and expenses. You also are responsible for being candid
and cooperative with us and for keeping us informed with
complete and accurate information, documents and other
communications relevant to the subject matter of our
representation or otherwise requested by us. Because it is
important that we be able to contact our clients at all times
in order to consult with them regarding our representation,
we expect that you will inform us, in writing, of any
changes in the name, address, telephone number, contact
person, e-mail address, state of incorporation , or other
relevant changes regarding you and your business or
affairs. If you affiliate with, acquire or your company is
acquired by or merged with another company, you will
provide us with sufficient notice to permit us to withdraw
as your attorneys if we determine that such an affiliation,
acquisition or merger creates a conflict of interest between
any of our clients and the other party to such affiliation,
acquisition or merger, or if we determine that it is not in the
best interests of the Firm with respect to the resulting
association with the new entity. Your failure to
communicate and cooperate with us in these respects could
have an adverse effect on our ability to effectively and
efficiently represent your interests in this matter and may
require that we suspend the rendition of further services in
respect of or entirely withdraw from this engagement.
Client(s) Represented
The client or clients for this engagement are as specifically
identified in the engagement letter. Our client(s) do not
include natural persons or entities that are not identified as
a client in the engagement letter. For clients that are
companies, unless otherwise specified or agreed, this does
not include individuals or persons who are shareholders,
partners, members or owners of the company, or its
officers, directors, managers or other representatives, or
family members, nor does it include affiliates of the
company. Our representation of you for the matter
described in the engagement letter does not give rise to a
E 12207576.1..
lawyer -client relationship with any such other individual,
person or affiliate. Accordingly our representation of you
will not give rise to a conflict of interest in the event other
clients of ours are or become adverse to any such other
individual, person or affiliate. For clients that are trade
associations or other group -type organizations, our clients
would not include their members or other constituents.
How We Will Work For You
We provide services to you through our attorneys and other
professionals. We will designate a mutually agreeable
partner whom you may contact should you have any
questions or concerns at any time about our representation
of you or your interests. You will keep us advised of the
name(s) and contact information of the person(s) who are
authorized to instruct us as to the performance of our legal
services for you.
Our engagement is for legal services. While from time to
time we may share with you as part of our legal advice
information and insights based on our experience with
respect to certain market, industry or business practices,
structures, or the like, it is understood that you will be
solely responsible for determining the extent to which other
professional services and advice are obtained and for
making all decisions concerning business, investment and
accounting matters. In addition, it is understood that we
will not have any responsibility to investigate the character
or credit of any person with whom you may be dealing in
connection with any matter directly or indirectly related to
our engagement.
How We May Communicate With You
Unless you instruct otherwise in writing, we may
communicate with you using unencrypted e-mail, facsimile
transmission and cellular telephone with the understanding
that these methods carry an inherent risk of interception.
About Our Fees
We will charge you fees based upon the time expended and
other factors applicable to legal fees that are specified by
applicable professional rules and standards. Unless
otherwise specifically agreed, our fees are based on our
hourly rates as applied to the amount of time that we
expend in providing services. Our base hourly rates for
work performed by our attorneys, absent special
engagements or circumstances, are established effective
January 1 of each calendar year. Hourly rates may change
periodically without prior notice to clients, typically after
the end of each calendar year, but a current schedule for
anyone working on your engagement is available at any
time upon request.
Payment of our fees and other charges is in no way
contingent on the outcome of any matter, unless and to the
extent that there is a mutual written agreement to the
contrary.
Other Charges and Expenses
Our charges for ancillary services and expenses, such as
long distance telephone charges, photocopying, facsimile
transmission, computer research, electronic data discovery
services, mileage, travel expenses and other similar charges
are pursuant to a schedule of charges and expenses, as the
same is revised from time to time, a copy of which is
available to you upon request.
Estimates
The total amount of fees and costs relating to this matter
are difficult to predict. Accordingly, we have made no
commitment to you concerning the maximum fees and
costs that will be necessary to resolve or complete this
matter. If requested to provide an estimate of our fees for a
given matter, we will endeavor in good faith to provide our
best estimate, but unless there is a mutual written
agreement to a fixed fee, the actual fees incurred on any
project will likely differ from the estimate.
Billing Procedures
Unless we agree to an alternative billing arrangement, you
will receive a statement on a monthly basis for services
rendered, and for costs and other charges posted to your
account, in the prior month. Payment is due upon receipt
of our billing statement or within 30 days thereafter. If
your account becomes more than 30 days past due, our
Billing and Collection Committee will decide whether
additional legal work will be performed while the account
remains past due, taking into account obligations we owe to
you under applicable professional conduct rules. While we
typically do not charge interest on past due amounts, we
reserve the right to charge interest on any amount invoiced
that remains unpaid after 30 days at the rate of 1% per
month until paid in full, plus all costs of collection
(including reasonable attorneys' fees). Any questions or
disagreements should be brought to our attention in writing
within 60 days of the billing date.
Retainers
As a matter of standard practice for new clients and/or new
matters, we typically request a retainer deposit before we
begin work, and we may request retainers or additional
retainers from time to time with respect to existing clients
I\ 12207576.1
and existing matters. Unless there is a mutual written
agreement to the contrary, we will hold any such retainers
in our firm's agency account until disbursed in accordance
with these terms and conditions or other mutual written
agreement. We may apply funds held as retainers to any
past due account balance of your account. We will return
any unapplied excess of your retainers to you within a
reasonable period of time following the conclusion of the
related engagement. Unless we determine in our discretion
to apply all or a portion of the retainers sooner, we will
apply the retainers to the final invoice for the related
engagement. If we determine for any client or matter to
initially waive the required retainer deposit, we nonetheless
reserve the right at a later date to require a retainer deposit
if conditions concerning either the. extent or nature of the
matter in our discretion so warrant, or should our
statements not be timely paid as expected.
Your Consent to Future Conflicts of Interest
You are aware that the Firm has grown geographically and
represents many other entities and individuals. Thus,
during the time that we are representing you, some of our
present or future clients may have disputes or transactions
with you or other interests that may be adverse to yours.
As part of this engagement, you agree that we may
undertake in the future to represent existing or new clients
in any matter that is not substantially related to any matter
as to which we have represented or advised you, even if the
interests of such clients in those other matters are directly
or indirectly adverse to yours, and you agree not to
disqualify our Firm for those conflicting representations.
Of course, we agree that we will keep confidential any
information of a nonpublic nature provided to us as a result
of our representation of you. You acknowledge that we
may obtain confidential information as a result of our
representation of other clients that might be of interest to
you but for the same reasons cannot be shared with you.
Document Retention
Unless you indicate otherwise to us in writing, we will
assume that all papers and property that you provide to us
are duplicates and that you retain all originals, so that we
do not need to return them to you. When the representation
concludes, we will (if you request) return any papers and
property that you have provided to us (or that we have
obtained for you and that belong to you) if we have them in
our possession. Our drafts and work product that we create
in relation to our work for you, however, belong to us. We
reserve the right, subject to any applicable laws or rules of
professional responsibility to the contrary, to apply records
retention policies and procedures to these items and also to
destroy within a reasonable time any items described in this
paragraph that are retained by us.
Response to Audit Inquiries
If you ask that we do so, we will respond to your auditors
concerning certain "loss contingencies" as defined by
accounting standards by preparing a letter to your auditors.
To assist us in responding timely to your auditors, please
direct all audit inquiries to:
Audit Letter Coordinator
Ice Miller LLP
One American Square, Suite 2900
Indianapolis, Indiana 46282-0200.
If there are any questions presented by your audit
inquiry letter, our Audit Letter Coordinator will contact
you. Absent special circumstances, our current fee
structure for the preparation of these letters is a minimum
of $200 and a maximum of $500, depending on the extent
and number of any matters reported. However, the fee may
exceed $500 if there are many matters to be reported upon,
or if the letter requires extensive substantive attention to
disclosure or other related issues. This charge will appear
on your statement as a line item for "Services rendered in
connection with preparation of response to audit inquiry."
Termination or Withdrawal
Both you and we have the right to terminate any
engagement at anytime after providing reasonable advance
written notice, and our withdrawal or termination is further
subject to applicable rules of professional responsibility. In
the event that we terminate the engagement, we will,
subject to the terms hereof, take such steps as are
reasonably practicable to protect your interests in the above
matter and, if you so request, we will suggest to you
possible successor counsel and provide that counsel with
whatever papers you have provided to us. If permission for
withdrawal is required by a court, we will promptly apply
for such permission, and you agree to engage successor
counsel to represent you. Otherwise, this representation
will terminate (a) once the specific services covered within
the scope of the representation have been completed and
we have sent you our final statement for services rendered
in this matter, or (b) if the engagement is open-ended
without any specific services being described, when more
than six months have elapsed from the last time you
requested and we furnished legal services to you. We are
not obligated to provide advice or other legal services
concerning this representation to you after our
representation of you is completed, or has terminated.
After completion of a matter in which we have represented
you, changes may occur in the applicable laws or
regulations that could have an impact upon your future
rights and liabilities. Even though we may send you
newsletters or the like after the date of termination of our
engagement, we will have no responsibility to provide you
with updates or advice concerning any changes in the law
or regulations or future legal developments on any matter,
including those matters that may have been the subject of a
prior representation, unless you and we have expressly
agreed that we will provide this service.
Certain Limitations
Any opinions or views, formal or informal, that we may
express to you or to third panties about the outcome of a
I\12207576.1
legal matter are only our best professional estimates. Those
opinions or views are necessarily limited by our knowledge
of facts at the time that we express them and the law and
regulations that are then in effect. You understand and
agree that we cannot — and will not — promise to you, or
guarantee to you, that any particular outcome will result
from your legal matters.
Revised: February 2015