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R-1129 - 09/27/2011 - AGREEMENT - ResolutionsRESOLUTION 2011 -AG -R -1129 A RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT IN RELATION TO PROSECUTION SERVICES BY AND BETWEEN THE VILLAGE OF OAK BROOK AND RATHJE & WOODWARD, LLC WHEREAS, the Village and Rathje & Woodward, LLC. ( "Rathje ") desire to execute an agreement for the provision of certain Prosecution services to the Village ( "Agreement'); and WHEREAS, the President and Board of Trustees have determined that it is in the best interests of the Village to approve an Agreement with Rathje in a final form approved by the Village Manager and the Village Attorney. NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows: Section 1: Recitals. The foregoing recitals are hereby incorporated into, and made a part of, this Resolution as the findings of the President and Board of Trustees of the Village of Oak Brook. Section 2: Approval of Agreement. The President and Board of Trustees hereby approve an Agreement by and between the Village and Rathje in a form acceptable to the Village Manager and the Village Attorney. Section 3: Authorization and Execution of the Agreement. The Village President and Village Clerk shall be, and hereby are, authorized to execute the final Agreement on behalf of the Village after review and approval of the final form of the Agreement by the Village Manager and the Village Attorney. Section 4: Effective Date. This Resolution shall be in full force and effect upon passage and approval in the manner provided by law. APPROVED THIS 2r day of September, 2011. a (7 - Gopal G. Lalmalani Village President PASSED THIS 271" day of September, 2011. Ayes: Trustees Aktipis, Manzo, Moy, Wolin, Yusuf and Zannis M. None None ATTEST: Charlotte K. Pruss Village Clerk P EXECUTION VERSION VILLAGE OF OAK BROOK PROFESSIONAL SERVICES AGREEMENT VILLAGE OF OAK BROOK (hereinafter referred to as the "VILLAGE ") and RATHJE & WOODWARD, LLC (hereinafter referred to as the "LAW FIRM ") hereby enter into the following Professional Services Agreement ( "Agreement "): WITNESSETH: WHEREAS, the VILLAGE is a local governmental entity authorized by statute to enter into agreements for professional legal services; and WHEREAS, the VILLAGE desires to engage an attorney to prosecute certain violations of Village ordinances and the Illinois Vehicle Code as directed by the Village Manager and the Village Attorney ( "Violations "), including but not limited to local police, building code, driving under the influence ( "DUI ") and towing cases that proceed before Eighteenth Judicial Circuit and the Village's administrative hearing system (the "Services "); and WHEREAS, the VILLAGE has determined that it is in the best interests of the VILLAGE to contract for with the LAW FIRM for the Services subject to the terms of this Agreement; NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto covenant and agree as follows: ' Section 1: The foregoing recitals shall be, and are hereby incorporated herein, as if fully set forth within this Section 1. Section 2: The LAW FIRM hereby represents and warrants that all attorneys in the LAW FIRM are duly licensed attorneys at law, licensed to practice in the State of Illinois, and that all of the Services will be performed by licensed Illinois attorneys. Section 3: The LAW FIRM and its attorneys shall, at all times, act in the best interest of, and at the direction of, the VILLAGE and shall perform the Services in accordance with all applicable laws, rules, and regulations. Section 4: The LAW FIRM agrees to perform, in a timely manner, all actions necessary to provide the Services as directed by the VILLAGE, including, but not limited to: Prepare for and prosecute court hearings concerning Violations on behalf of the VILLAGE every Wednesday of the month at the Addison Field Court; Prepare for and prosecute court hearings concerning Violations on behalf of the VILLAGE, every Friday of the month at the DuPage County Courthouse; —1— EXECUTION VERSION • Prepare for and prosecute administrative hearings concerning Violations on behalf of the VILLAGE, every second Wednesday of the month at the Butler Government Center; • Perform all other necessary and requested duties, as directed by the Village Manager and the Village Attorney, concerning Violations; and • Participate in and/or conduct all necessary training courses, at LAW FIRM's own cost, to conduct the Services on behalf of the VILLAGE. Section 5: The LAW FIRM shall be available during normal business hours for consultation with the VILLAGE officials and designated staff members and at such other times as may be requested by the VILLAGE, including evenings, weekends and holidays. Section 6: The LAW FIRM shall serve the VILLAGE as an independent contractor. No benefits such as worker's compensation rights, arising out of any employer /employee relationship to which the VILLAGE is a party, shall accrue to the LAW FIRM as a result of this Agreement. Section 7: The LAW FIRM represents and warrants that it will refrain from any conduct or representation which can in any way result in a conflict of interest as set forth in the Illinois Rules of Professional Conduct. Section 8: The VILLAGE agrees, in consideration of the foregoing, to compensate the LAW FIRM for the services rendered as follows: (a) Forty Thousand dollars ($40,000) per year or $3,333.33 per month for all Services performed as Village Prosecutor including, but not limited to, appearances at hearings, conducting trials and motion practice, office work, legal research, memoranda preparation, correspondence preparation, telephone calls and other related tasks undertaken by the LAW FIRM. Section 9: The Services shall be invoiced on a monthly basis, based upon contemporaneous billing records maintained by the LAW FIRM setting forth the date the work was performed, detailing the work or task performed, indicating the time expended and identifying the individual performing such work. Section 10: (a) Unless sooner terminated as hereinafter provided, this Agreement shall be in full force and effect for a term commencing upon execution by both Parties and ending on October 1, 2012 ( "Term "). Notwithstanding the foregoing, this Agreement shall automatically be ba EXECUTION VERSION renewed for four (4) additional and consecutive one (1) year periods (collectively, the "Extended Terms ") from and after October 1, 2012, unless either Parry has provided prior written notice to the other Party that such Party does not wish to renew this Agreement no later than 60 days prior to the expiration of the then- existing Term or Extended Term. (b) The LAW FIRM specifically agrees that it shall not raise its fees or costs during the Term. If the LAW FIRM proposes to increase its fees and costs for any Extended Term, the LAW FIRM must provide the VILLAGE with advance written notice of such proposed increase no later than 90 days prior to the expiration of the then- existing Term or Extended Term. LAW FIRM may not, at any time, increase its fees and costs for the Services without the prior written approval of the VILLAGE. In the event that the LAW FIRM and the VILLAGE are unable to reach an agreement as to a proposed increase in the fees and costs charged by the LAW FIRM for a subsequent Extended Term, this Agreement will terminate as of the end of the then- current Term or Extended Term. (c) The LAW FIRM may unilaterally terminate this Agreement, without cause, upon sixty (60) days prior written notice to the VILLAGE. The VILLAGE may unilaterally terminate this Agreement, without cause, at any time with written notice to the LAW FIRM. Upon such termination, LAW FIRM will be entitled to receive payment for its Services rendered through the date of termination, but will not receive any additional compensation. Section 11: This writing contains the entire Agreement of the parties. No further representations are made other than those expressly set forth herein. VILLAGE F OAK BROOK RA r By: �� By: Gopal Lalmalani, Village President Date: - 7 z ��jj//JJ // Dal C �1�j��� Attest: Charlotte Pruss, Village Clerk —3—