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R-1257 - 04/23/2013 - TAX - Resolutions Supporting Documents ITEM OF OAA- 0 N 11'* �p z i I AGENDA ITEM Regular Board of Trustees Meeting of -April 23,2013 SUBJECT: Hotel Tax/Internet Travel Companies Litigation FROM: David Niemeyer,Village Manager BUDGET SOURCE/BUDGET IMPACT: RECOMMENDED MOTION: Motion to approve an agreement by and between the Village of Oak-Brook and the law firms of Robert K.Finnell,The Bird Law Group,P.C., the Crongeyer Law Firm,P.C., the Clifford Law.Office and the law firer of Peterson, Johnson & Murray Chicago,LLC for the purpose of collecting of hotel room taxes from internet travel companies pending final review by staff and'Village Attorney. Background/Historl Attached is a.legal service agreement with several law firms Robert K, F'innell,the Bird Law Group,P;C.,the Crongeyer Law Firm;P.C.,-the Clifford Law Offices and the law firm of Peterson,Johnson&Murray Chicago, LLC in regards to the collection of hotel.room taxes we believe is owed to us by internet travel companies. Internet travel companies buy blocks of hotel rooms from hotels at a discounted rate and then sell them to hotel guests-at a higher rate.They have been charging tax on the rate that they pay the hotels,not what they charge the hotel guests. Over 200 municipalities in several states have sued these internet,travel companies in attempt to collect back taxes on what the'internet travel companies charge hotel guests,not what the company pays for the.room. Litigation.has been successful in several states, including Wyoming and Hawaii. . I have:attaehed the draft agreement that the law fit.ms have asked us to sign which includes paying the firm 33%0 of what is collected and paid in hotel taxes by the companies to Oak Brook for the next four.years.If the law firms collect nothing,we owe them nothing. I was at a presentation the law firms made to a.number of municipalities oil.the potential litigation.There were a number of municipalities there,some of which have already approved Last saved by DEFAULN J:V+ger'd"]OMAHOWI on line:itiigation 4-23-13.doe xt printed 4117aO13 3,09 PM i i i 3 j the agreement with the law firms,others which are still at the review stage. Some of the E municipalities-considering signing the agreement included Willowbrook,Burr Ridge,.Tinley f Park,Des Plaines and Orland Hills. Some-of the towns.that have approved agreements 'include Warrenville, Bedford Park, Oak Lawn,Rockford and Oakbrook Terrac. ,The law firms have actually already filed-a class action suit on behalf of these tovxms(see attached). Oak Brook would be added if the Board,approves this agreement. Our four hotel general managers and Tracy Mulqueen have been informed of the Villages potential action on this issuer None of them have objected to our actions. Recommendation, That the Village Board.approve an agreement by and between the Village of Oak Brook and the law,firms of Robert K. Finnell, The Bird Law Group, P,C., die Crongeyer Law Firm, P,C., the Clifford Law Office and the law firm of Peterson, Johnson & Murray Chicago, LLC. for the purpose of collecting of hotel room taxes from internet travel companies pending final review by staff and Village:Attorney. i i i East T' saved by DEAUL`I"J-,\Agetida IletmlHotel on lino ltiigation 4.:23-13.dec Last printed 41.1712013.3:09 I'm i i 1 . I i i { RESOLUTION 2013-LEGAL-HM-TAX-LIT-EX-R-1257 A RESOLUTION APPROVING A LEGAL SERVICES AGREEMENT FOR THE RECOVERY OF UNREMITTED HOTEL TAX REVENUE � ! DUE AND(INNING FROM ONLINE TRAVEL COMPANIES � i WHEREAS, Article VII, Section 10 'of the 1970 Illinois Constitution authorizes the Village to contract with individuals, associations, and corporations in any manner not prohibited by law or ordinance:and i WHEREAS, pursuant to Chopter 5 of Title 5 of the Village .Code of the Village of Oak Brook, Illinois "Village Godfe'7;the Village collects a tax from hotel and motel operators within the Village on the basis of gross receipts from the renting of rooms("Hotel Tax");and WHEREAS, online travel companies ("47"Gs) purchase -the recital of hotel and motel rooms from,and:pay the Hotel Tax to.,hotel and motel operators at wholesale.rental rates;and WHEREAS, the OTCs subsequently re-rent the Hotel and motel rooms at retail rental rates without remitting the Hotel Tax to the Village for the difference between the gross receipts.paid for the hotel and -motel rooms at the wholesale rental rates and retail rental rates ("Uneemltted Hotel Tax Revenueo.);and WHEREAS, a class-action law suit filed against the OTCs by various municipalities within the State of Illinois seeks to recover from the OTCs the Unremitted Hotel Tax Revenue due and:owing to such municipalities by the OTCs;and WHEREAS, by joining the class-action law suit, the Village could recover.from the OTCs the Unremitted Hotel Tax Revenue due and owing to the Village;and WHEREAS., the Village desires to enter into a Legal Services Agreement ("Legal Services Agreement")With Robert K. Finnell,the Bird Law Group., P.C.,the Crongeyer Late Firm,P.C.,the Clifford Law Offices,-and Peterson, Johnson & Murray Chicago, LLC, (collectively, "Special Counsel") for the performance of legal services in connection with the recovery of the Unremltted Hotel Tax Revenue from the OTCs.("Legal 3ervlces").; and WHEREAS, pursuant to the Legal Services Agreement, the Special Counsel shall perform the Legal Services for the Village for a contingency fee of 25 percent'if the Special Counsel obtain -a settlement agreement from the OTCs for the Untemitted Hotel Tax Revenue within 30 days after sending an initial demand letter, and of 33 percent if the Special Counsel must.file snit and obtain a judgment or settlement'for the Unremitted Hotel Tax:Revenue, plus expenses;and WHEREAS, pursuant Section 1-7-58 of the Village Code, professional service contracts for certain types of professional services, including legal services, are exempt from the normal.bidding procedures under the Village Code;and WHEREAS, Village staff recommends that the Village enter into the Legal Services Agreement with:the Special Counsel to procure the Legal Services for the Village;and WHEREAS, the.Village.Board has determined that It is in the best Interest of the Village to enter into the Legal Services Agreement with the Special Counsel for the-performance of the Legal Services and collection of'unremitted Hotel*Tax revenue due and owing to the Village by the OTCs; NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OFTRUSTEES OF THE VILLAGE OF OAK BROOK; DU PAGE AND COCK COUNTIES, ILLINOIS as follows, Resolution 2013-LEGAL-HM-TAX-LIT-EX-R-1257 Approving Professional Services Agreement for Recovery of Hotel Taxes Page 2 of 3 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 Legal Services Agreement. The President and Board of Trustees hereby approve the Legal Services Agreement by and between the Village and Special Counsel. Section 3: Authorization and Execution of Legal Services Agreement. The Village President and Village Clerk shall be, and hereby are, authorized to execute the final Legal Services Agreement on behalf of the Village after review and approval of the final form of the Legal Services 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 23rd day of April, 2013 Gopal G. Lalmalani Village President PASSED THIS 23rd day of April, 2013 Ayes: Nays: Absent: ATTEST: Charlotte K. Pruss Village Clerk i i i I { kesolution 201 3�LEGAL-HM TAX LIT-EX-9-42,57 j Approving Professional Services Agreement for Recovery of Hotel Taxes Page 3 of 3 ! I € i t EXHIBIT A t' i AGREEMENT t 1 .. d I i L-EGAL.SERVICES AGREE NE NT s THIS AGREEMENT.(hereinafter referred to as the"Agreement")c1fective.this^day j of . 2013, by and- between the Village of Oak Brook, an Illinois municipal j corporation(b.ereinafter refeved to.as the"Village"),and Robert K.Finnell,the Bird Law Group, P.C.,.the Crongeyer Law Firm, P. C., the Clifford Law Offices and the law firm of Peterson, Johnson&Murray Chicago,LLC(hereinafter referred to as'the"Attorneys"). VV14F EAS., the collection of unrefnitted.taxes due:anal owing to the Village under the Village's Ilotel/Motel Room Tax,as amended,and all:other applicable provisions relating to tl e provision of hotel or: lodging accoramodations by corporations who offer and sell/rent such accommodations over the intereet require the services of additional attorneys to.represent the Vil.lagea )WIEREAS,the corporate authorities of the.Village deem it desirable and.in the best. interest of the Village to enter into this Agreement with the Attorneys to provide for the terms and conditions of their employment; ATO W, THEREFORE, IT IS MUTUALLY ACRE Ei D between the Villagge and the Attorneys,as follows: 1. The Village employs the Attorneys to conduct and administer the following ,services: A. diligently pursue unremitted taxes due and owing to the Village under. the Village's HoteUMotel Room Tax, as amended and all other applicable provisions relating to tfre provision of hotel.or lodging accommodations by corporations who offer and sell/rent such accommodations over the internet;.and B, assist the Village in pursuing non-filing, audit,, 'assessment or other administrative processes, as needed, and in filing litigation pleadings including appeals and representing the Village as necessary .and as requested and.approved in eonn_ection with unpaid taxes and seeking the recovery of past; present and future taxes, interest and penalties against any parties responsible for firing, remittance or payment of such taxes, including any intermediaries, agents or cleating rt behalf oftle.Village House s o 2• The Attorneys shall perform the :services with reasonable care, in .a .man.ner satisfactory to the Village and in accordance with all.applicable laws raid professional standards. The Attorneys shall function hereunder'as independent contractors and not as employees of the ` ` Village.The Attorneys shall perform the-services until such time as the services of the Attorneys are terminated as prgvided herein. The responsibility.to be assumed ley cacti attorney 'is as follows, A; Robert K. Finnell, shall have primary responsibility for representation of the Village, 1 l E B. the Bird. Law Group, P.C., shall have primaky xesponsibilit�r for l representation of the Village. C. the Crongeyer Law Firm, P .C., shall leave. primary responsibility fox representation of the Village. I Y?. the Clifford Law C?ffices,shall have responsibility as.local counsel;and E: E. Peterson, Johnson & Murray'Chicago, LLC:; shall Have responsibility as local counsel. 3. The Attorneys shall cooperate with the Village Board members of the Village;its staff and its consultants, :and, subject: to the general direction of the `.Village Board; :shall communicate andlor meet with staff members and.consultants during normal business hours or otherwise, as shall be mutually convenient, whenever such communication and/or meetings are necessary for the conduct of the Attorneys' services. Tire Village shall .assist and cooperate with the Attorneys and shall. promptly 4.supply such information, documentation and persons as may be requested by the.Attorneys to Permit the Attorneys to effectively advocate the Village's interests.The Village shall provide the Attorneys Treasonable access,during the normal business hours,to all files, and other information not privileged or cdnfidendA.necessary for the Attorneys to peerforin the.services under this Agreement; ter the Village shall. allow the Attorneys' personnel reasonable access; dining the normal business hours, to the Village's records, files; .properties.for research and any other information not privileged or confidential necessary for.the Attorneys to.peiforiu the services:set forth in this Agreement. 5. Any .documents, data, records, or other inibr.matiotr relating to th.e legal representation of the Village and all information secured by the Attorneys front'.the Village in connection with. the performance of .legal sel-vices, unless in the public domain or unless disclosure is required by law, shall.be considered attorney-client privileged, when applicable, and kept confidential by !the Attorneys. The information shall not be made available to third. panties ,without written consent of the Villa tireless so required. b valid court. order,. In addition.;the.Atttirrreys'Privacy Notice is attached hereto as&diibit`=A"and made;a part her t. 6. The Attorneys shall maintain all records relating to the performance of its services under this Agreement which would be subject to inspection and copying under. the Freedom of Information Act(q ILLS 14(0/.1 et seq.) in compliance with the requirements of.the Local Records Act(50 ILLS:205/1 et seq.)and the Freedom of Information Act(5 ILCS 140/1 et ,seq,) until the conclusion of the services and the payiiient of the fee and costs'hereunder:or until written approval for the disposal of such 'records is obtained from the Local Records Connnission. Die Attorneys stall make available to tthe.Village smelt records.ar►d cooperate:fully with the Village With a ly request for public records .made .pursuant to the Freedom of information Act-(5 ILCS.14071 et seq.) ley=providing; full access to azid .copying of all relevant iiort-exempt records within a tiriie period which:allows the Village to tirtte ly comply with the 2 time,limits imposed by the Ficedom of Irifarnaation Act (5 ILC,S 11011 et sey)..All reports, documents, data and other material constituting the wok product of the Attorneys hereunder , shall become the property of the Village, subject to the applicable, attorney's lien.Title thereto, I free of such lien,, shall transfer to the Village follmsving payment.in frill of any sums due to the Attorneys. The Attorneys, However;.shall have the right to maintain for their own files and use copies of-such reports,documents,and other materials constituting the Attorneys' work.product. 7. Current communication technology, including, but not limited to, eellular telephones, electronic mail .aii.d-T aicsiii He transmission, contains eer•#a'in inherent security risks that the irifo tuation will be intercepted by third-parties with no.right to hear or see it. tlriless otherwise notified by the Village, the Attorneys.will use current communication technology to communicate:with the Village with'the understanding that by agreeing to the use of any means of cornmuni cation other than ri-person private meeting or two-way(as opposed to multi-party)land line telephone conversations,the Village will.be:giving its consent to,and accepting any risks of disclosure -of, confidential information to third ;parties that may be attendant upon. the use. of those means of commmiication. & The.Attorneys shall perform the legal services and the Village shall compei>.Sate the Attorneys for such legal.services on a contingent fee basis as follows; A. If thee,Attnrn:eys achieve a :settlement agreement within thirty (30) days of an initial. deniand letter,the Attorneys shall receive a contingent fee of twenty-five percent (29%)of the Gross Recovery,.as defined below,plus the cash expenditures Advanced and expenses incurred by the Attorneys on behalf of the'-Village. B. if settleirrent is not achieved within thirty(30) days of an initial dernand letter the Attorneys shall file snit znd.the Attorneys shall, upon final judgment'after trial or any ensuing appeals or settlement with respect. to any def endant or group of defendants obtained on behalf of and for the benefit of Village, receive a.contingent fee equal to thirty-three percent (33%) of the Choss Recovery, as defined below, plus fihe cas11.1. expenditures advanced and expenses.incurred by the Attorneys on behalf of the Village. C. To the extent that final judgment fir settleiiicrit-is obtained against defendants on different dates the fee will be deternihied based upon #lie.cumulative Gross Recoveiy from all.defendants. D. the-balance..of the Gross Recovery shrill be paid to the Village. "Gross Recovery" it►eans danaages,'tax revenues, interest and penaltes'iei overecl for 'the Village through the elate- of settlement or final .judgment. but not indefinite prospective collections of tai: revenues, interest or penalties that become,due after the date of final judgment or settlement. To the extent that the defendants pay a lump sum settle-rnent to resolve olairns for.Both back taxes and to avoid registering and paying taxes .for some nunil�er.of specified years going foiwai 1, as they have done in ofl�r places.,.fl:e amount of the hunp sum payment shall be the Gross Recovery, if the defendants pay a i-unip sum for taxes,penalties and interest due as of the date of:settlement-and agree to 3 i i i I I register and start phying taxes.prospectively, the Gross Recovery shall be the hemp sum payment and a surn equal to the annual amount of taxes actually paid by such companies i for the.next four (4)yeat•s as compensation for bringing about the change and leading to permanently increased ieWnlle's, 9. The Attorneys shall divide the Attorneys' fee paid by the Village in proportion:to the Services perforimed and the respotisi.bility assumed by each lawyer on the following basis, � 20% of the:Attorney,,' fee.- A, Robert K.Fiiu-ica,shall receive Twenty Percent(. a) , B. the Bird Law Group,P.C.,shall receive Twenty Percent(20%)of the Attorneys' i .fee; C, the Crongeyer Law Firm,P.C.,shall receive Twenty Percent(20`16)of the � Attorneys' fee; i D the Clifford Law Offices,shall recei-N=e Twenty Percent(20°1o)of the Attorneys` fee;and E. Peterson,Johnson &Murray Chicago,LLC,shall receive Twenty Percent(20%} of the Attorneys' fee. 10. The Attorneys shall advance the expenses ii ctured to.-perform the legal services for the Village and shall receive reimbursement of the cash.expenditures advanced and expenses incurred by the Attorneys on behalf of the Village. from any Gross Recovery which shall be deducted after the-contingent fee is calculated. If there is no Gross Recovery pursuant to a final judgment or settlement in connection with this litigation matter,then.no attorneys., fee or costs shall be due to Attorneys.hereunder;Upon wnalusion of this matter,,the Attorneys shall provide the Village with a.written statement stating the outcome of the matter,and if there is a recovery, showing the Attorneys' fee, the cash expenditures advanced and expenses incurred by the Attorneys on behalf:of the. .Village Chat are being reimbursed aad'the bala�inee being remitted to the Village. 11, The Attorneys shall maintain professional liability insurance applicable to the services rendered to the Village.. 12. The .Attorneys .shall submit to the Village a certification, :attached. hatto as Exhibit"B, that the Attorneys: A. are not delinquent in the payment of taxes to the Illinois Dcpaitrnent of Revenue in accordance with 65 ILLS 5/11-42.1-1; B, are not barred from contracting as a result of a violation of either:Sectiozi 3 ;3 1 -3 (bid-ilgging) or 3-3E-4 (bidAotaling) of the Criminal Code of 1961 (720 ILLS 5.133E-3 and 5/33E-4).; 4 s re C. are in compliance with 775 rLGS 5l2-105(A)(4) q wiring a written,seXual. harassment policy; I), are i}ot in default; as defined in SILCS 385/2, on an educational.loan., as defined in 51L.CS 38511; E. will provide a drug-free workplace by: (1) Publishiag a statement; (a) Notifying employees that the unla�'� manufacture, distribution, dispensaii©n, possession, or. use of a controlled substance,. including cannabis, is prohibited in. the Attorneys' workplace;, (b) Specifying the actions fl-rat wiTbe taken against employees for violations of such prohibition; (c) Noti.ly ixg the employee.that, as a condition of employment on such contract,the employee will: (i) abide by the terms of the statement;and notify the employer of any criminal drug :statute Conviction for a violation Occurring in the workplace no later than five(5)days.after such conviction; (2) establishing a drag-free aivatchess pidgil to infor7xr employees about: (i) the dangers of drug abuse in tiie workplace; (ii) Attorineys°policy of maintaining'A drug-free Workplace; (iii) any availalile.drug counseling,rehabili tation- and empooyee assistance program;and (iv) the penalties t hat rrxay l>e in upon employees for drug. violations; (3) making it a requirement to.give a copy of the-:statenlerit required by Subparagraph. 18(4)( 1) to each e•nployce erigaged. . the performance of the Agreement and to post the statenleut in a prominent place in the workplace.; " I I i i tl (4) notifying the Village witlYiii ten (.10) days after receiving .notice under subparagraph 18(13)(1 )( c )(ii) from an employee or otherwise j receiving actual notice of such convetion; i (5) imposing a sanction on or requiring the satisfactory participation in a drug abuse assistance or t-ehabilitatioit program 1?y any employee.who is ; so convicted,as required.by 30;ILCS 530/5; b ass eti to ees in selectin a course of action in the event ( ) g p y l drug counseling treatment and rehabilitation is required and indicating that a.trained referral tcan is in place;and i , (7) malting a good faith effort to continue to maintain a drug-flee workplace through implementation ofthis section. j � I F. provide equal. employment opportunities in accordance with the Illinois Human Rights /act(775 ILLS 58011 e1.iey.) and are in compliance with 775 TLCS 5/2- 105(A,)(4)requiring a written sexual harassment policy; G. certify that no officer or employee of the Village that has solicited. any ;gratuity, discount, :entertainment, hospitality, loan, forbearance, or otllex tangible or intangible itern,having:monetary value including,but.not:limited.to,:cask food-and drink, and honoraria for spearing engagements related t. or attributable to the goveinnaent employment or the official position of the employee or officer froth Elie Attoitieys in violation of the Code of .Oak Brook, .Illinois, adopted by the Village pursuant to the requirements of-the State Officials and Employees Ethics Act; H• have not given to any officer or employee of the Village any;gratuity, discount entertainment,hospitality, load,forbWaiuce,or other tangible or intangible item :having monetary value including, but not limited to, cash, food`rand drink,and honoraria -for speaking engagements related to or attributable to the governnsent,erirploytnent or the official position of the employee or officer from the Attorneys in violation of the Code of Oak Brook; Illinois, adopted by the Village pursuant .to the .requirements of the State Officials and Employees Ethics Act; I• are not a part of the immediate fanrily of any officer or crnglayee:at or above the level of department lieatl of the Village; T, certify that no Village officer, spouse or dependent child of a. 'Village officer, agent on behalf of any Village officet or trust in which a Village officer, the spouse as elependerlt child.of a Village officer or a beneficiary is a Bolder of any interest in the Attorneys;.or,if th.e.Attorneys° stock is traded on a nationally recognized securities � r1larlcct} that no VilI:age officer, :spouse or dependent child of a Village officer, agent on behalf of any Village officer or trust in NA-Ach a Village,.officer.,the spouse or dependent child of a Village afficer.or a beneficiary is a holder of.more tlxan one percent(l%)of the I 6 i : i i i Attorneys,but if any Village officer,spouse or dependent child cif a Village officer,.agent on behalf of airy Village officer or trust in which a Villa e. officer; the spouse or dependent child of a Village officer or a boiiehciary is.a holder of less:than one percent (1%) of such Contractor, the Attoineys have disclosed to the Village in writing the name(s)of the holder of such interest; K. nor any of its principals, shareholders, members.partners, or affiliates; as applicable, is a person or entity named:as a Specially Designated National.and .Blocked Persona (as defined in Presidential Executive Order 13224) and that it is not acting, directly or indirectly, for or on behalf of a S-pecially Designated National :and Blocked 1'ei son; L. and its principals, shareholders, inembers, partners, or 'affiliates, as applicable, are not, directly or indirectly, engaged in, and are not facilitating, the transactions contemplated by the Agreement on behalf of any person or entity named as a Specially Designated National and Blocked Person; M. are root acting,directly of indirectly,for or on behalf of any person, group, entity; or nation named by the United State Treasury Department as .a Specially Designated National and Blocked.Person,or for or on behalf of any person, group,entity, or nation designated in Presidential Executive (}ides '13224 as a person who.commits, threatens to cozaaraail, or supports terrorism; and that'it.is not engaged in this transaction directly or_indirectly on behalf of, or facilitating this transaction directly or indirectly on behalf of,any such person;group,entity,or nation. 13. In the event of the Attorneys' non=compliance with the provisions of this IN I Employment Opportunity Clause,the Illinois Human Rights Act.or the Rules and Regulations of the Illinois Fluman Rights Commission, the Attorne}js may be declared ineligible far future. contracts or subcontracts with the State of Illinois or any of its political subdivisions or i itinicipal corporations;.and this A:greena:eni may be cancelled or vdided in whple.or in partand other sanctions or penalties may be imposed or remedies invoked as provided by statute or regulation.During the performance of this Agreement,,the Attorneys shall: A, not discriminate against any employee of applicant for employment because of race, color,religion, sex, sexual orientation, ft ritO status,national o>i—in.Or ancest;y, .citizenship status,age,physical or mental. disability unrelated to ability, sexual oricniation, :military status or an unfavorable discharge from. military service; ank fur�thera that he or she t�+ill.examii a all job classifications to determine ifminority persons or women are -uiderutilized-and will talwe appropriate affirmative laction to rectify any tinderutilization.; B. if the. Attorneys .lane additional employces in :order to perform. this Agreement or any portion :of 'this Agreement, the Attorri s NO determine the availability (in accordance with the Illinois Human Rights Commission's .Rules and Regulations) of minorities -arid women in ilie areas frorn which the Attorneys may 7 S i 1 � i reasonably recruit- and the Attorneys will hire for each job classification for which ' employees are hired in a way that minorities acid women are not underutilized, i C. in all wheitations or advertisements for employees placed by the Attorneys or on the,.Attoi-ri behalf,the Attorneys will.state that.all applicants will be .afforded equal opportunity without discrimination because of race, color., religion, sex, sexual orientatio», marital status, national origin or anncestr y, c ttzertship status, age, ; physical or mental disability i►nrelated to ability, s- ual vi�ientation,military status or an unfavorable discharge from military service; D, will-send to each labor organization or representative of workers with which the.Attoomeys leas or is 'bound :by a collective bargaifthig or other agreement or understanding,a notice advising the labor organization or:representati�fe of the Attorneys' obligations under the Illinois Human. Rights Act and the Illinois Human Rights Commission's Rules and Regulations, If any labor orgartizatiorx ar representative fails or ' refuses to cooperate with the.Attorneys in their ef-foi s to connply v�ith the 111ino s Human Rights Act and Illinois Human Rights Comm.ission's Rules and :Regulations, the Attoi-neys will promptly notify the Illinois Human Rights Connimission and the Village and will recruit employees from other sources when necessary to fulfill its obligations under this Agreement, E. sub ii t reports as required by the Illinois Human Rights Cott mission's Riles mid Regulations, furnish all relevant information as may from time to time be requested by the Illinois Human Rights Comission or the Village. and iu.all respects Commission coply with'the.Illinois Hunan.Rights.Act ann�i_#he Illinois.Human Rights Commission's Rules and.Regulatiolis; F. permit access to all relevant books, records, accounts and work sites by personnel of the Village and the Illinois Human Rights C o11n1n14si011 for purposes of investigation to ascertain compliance with the Illinois Humans Rights Act and the.Illinois Human Rights Commission'-s Rules.and Regulations; G. include. verbatim or by reference the provisions of this 'clause in every subcontract aw arded under which any portion of this Agreement's obligations are undertaken or assunned, so that the,provisions will be binding.upon the subcontractor. In the same.manner as with other provisions of this Agreement,'the Attorneys will be liatrle. for :compliance with applicable provisions of this clause by subcontractors; and fui her the Attorneys will .promptly notify the Village and the Illinois .Hainan Rights Commission hiThe event any subcontrael.or fails orrefiises to comply with the provWoiis. In addition, the Attorneys will not utilize any .subcontractor declared by the Illinois Hainan.Rights Ccirrinnission to be:ineligible for'coi1tracts.or subcontracts wifli the State of Illinois car:atiy'of its pol-fical.subdivisions or municipal corporations, H: will not maint ain:oi provide for its employees.any segregated.facilities at anY of its establishments, and,not permit its employees to perfor7u their services at any location,under its.control., where"segregated facilities,'means any writing rooms, work 8 f areas, reshooms and washrooms, restaurants and other eating areas time cloaks, locker rooms and..otli .storage.or di ssirig areas,-pazlcit�g lots, thinking fountains,recreation or entertainment areas,.Mansportation and housing facilities provided for employees which are segregated by explicit directive or are in.fact segregated on t1le basis or race,creed, Color, or national origin because of habit, local custom, or otherwise. The Att imeys (except:where it has obtained identical certifications from proposed subcontractors and ---material suppliers for specific time periods),obtain certifications in compliance with this 'subparagraph from proposed subcontractors ar rizateial suppliers prior to the award of a subcontract or the consummation of material supply agreements, exceeding $10,000.00 Which..are not exempt from.the provisions of the Equal Ernployinerit Opportunity clause, and that the Attorneys will retain such certifications in its files. K The Attorneys do not know of any facts concerning the representation of the Village or the services to be provided.hereunder which the:Attorneys believe would adversely affect the :relationship with another client, would materially limited by the Attorneys responsibilities to another client,to a third person or to the Attorneys' own interests of would otherwise constitute a conflict of interest. The Attorneys anticipate .representing multiple local governmental entities in pursuing unrenlitted taxes.The conlnlon representation of multiple local governmental entities will benefit the Village by the sharing of the..costs of litigation,'the sharing of research and knowledge of the various.legal subject matters involved in pursuing unretnitted taxes and the sharing of information. 15. The Attorneys shall not.refuse or deny employment to any person in any capacity .on the:ground of unlawful discrimination, as that term is defined in the *llinois I3.uman Rights Act, nor shall any person be subjected to unlawful discrimit�afion in any :manner,in connection with the contracting for or the performance of aiiy work or service of any 1drrd,by,.for,.on:behalf of, or for the benefit of the Village. The Attorneys, or airy person on the Attorneys" behalf shall riot,in any inanney,discriminate against or intimidate any employee lured for the performance of work for the benefit of the Village. on account of race, color, creed, sex, religion, plrysical or mental handicap unrelated to ability, of :national origin; and there may be deducted finny the amount payable to the Attorneys by the Village, under this contract,a penalty of five dollars for each person for each calendar day dizi-ing which such person was discriminated against or intimidated in violation of the provisions of the Public Works Etnployment Discrimination.Aet (775 ILCS 10/0/01). 16, The. Village's- financial otiliga.tions under this .Agreernerit are specifiealty contingent upon the recovery by the Attorneys of unremitted taxes. No annual.appropriation of funds other than a general appropriation far.legal services is required to nutlrnr ire such Ct�ancill obligation until such recovery is made. This Agreeniont.shall Clot constitute a debt or obligation of village within any statutory or.constitutional.provision, In the fiscal year during-which the Village is to pay to the Attorneys the Attorneys' fee and reimbursement of expenses advanced to Which the Attorneys are entitled under this Agreeineat,If ally, the Village shall include in the budget prosented to the Village Board a proposed appropriation _for the payinent. of the Attorneyfee a m rises advanced.t i 9 i i I 17.. This Agree iment contains all of the terms;provisions,.agreements;-conditions, and � covenanU between the parties,represents the entire and integrated agreement between the parties and supersedes all prior negotiations,representations or understandings, whether written or oral. Changes and mendments to this Agreement shall only be made in writing and by amendment to ; this Agr=inent. The amendment shall be in contract form and shall be approved by the Village. � 1 1 i 18. Any notice given hereunder :shall be in writing and transmitted r4.a the United '- States mail; registered or certified, postage pie-paid, via.overi'light delivery (UPS.or FedEx), or n via fax with confirmed I'eceipti Or «a em6il, with a confiriiling fax or overnight, deliver � addressed to the proper party as follows: i A. If to the Village; Village of Osic Brook Attention:David Niemeyer,Village Manager 1200 Oak Brook Road Oak Brook,Illinois 64523. B. If to the Attorneys: Robert K.Finnell The Finnell Firm. 1 West Fourth A venue Suite 200 Rome,GA 301:61 Mr. William Q.Bird Bird Laic Group,P:C, 2170 Defoor Hills Road Atlanta}GA 30348 Mr.John W Cron geyer Crongeyer Law Firm,P,C..; 2170 Defoor furls.Road Atlanta,GA 30318 Mr.Thomas K Prindable .Clifford Law Offices 120 North LaSalle Street Chicago,AL 60602. Mr.Paul O'Grady Petefson,Johnson.&Murray Chicago,LLC 223 South Wacker Drive,84"Floor Chicago,IL 60606 10 i i 4 I i Either party may change. its mailing address or other contact inf—oration by giving � I I izti.ce to#lie other party as provided above.Whenever tlils Ag�'eertrent:requires one party to give the other notice, such notice shall be given only in the form and to the addresses j I described in this paragraph. , i 19. When this Agreement becomes :effective, it vain relate back to the day the appointment of'the:Attorncys for the Village became effective..T1iis.Agreemerit shall tent note tip.oir a final judicial determination or a final.settlerirent. This Agreetazent may also be terminated by the Village upon the expiration of the term of the mayor or upon written notice: to the Attorneys; subject to the.payn ent of°the reasonable value of the services rendered prior to the date of termination. The Attorneys shall have the riglitj if in their sole judgment they believe such actions is necessary or appropriate, to withdraw as attorneys representing the Village,. i without terminating this Agreement or may elect to terminate this Agreement, fthe Village fails to meet its obligations under this Agreerl.�rent,refuses to cooperate with the Attorneys,refuses to follow the legal. advice provided by the Attorneys on a material matter or under an y other circumstances in which the Attorneys' professional or legal responsibilities or obligations mandate or permit termination, Tl e Attorneys shall give thirty (30) days' written notice to the Village. The Village shall cooperate and facilitate the withdrawal by retaining. a substitute attorney. Provided-that the Attorneys are ethically able to to so, at the sole option of the Village. Council, all obligations rtnaer this Agreement shall continue instil a successor attorney is retained but in no event more than sixty (60) days iafter the effective termination date as set forth in the notice, If this Agreement is terminated for any reason,the termination shall be effective only to terminate the Attorneys' services prospectively;and all other terms of this Agreemeni Including the V'illage's obligation to compensate the :Attorneys for legal services rendered.and exl�e3ises. rxcurred prior to the tminination shall survive the termination. Provided:that the Agreement has. not been 'terminated upon a final judicial dewrminati.onr or a final .settlement or otherwise. terminated.. by the Attorneys, this Agreement maybe.renewed by the 'Village following the expiration of the terra of the mayor upon written notice to the Attorneys. .2.0. This Agreement :shall be deemed to be exclusive between the Village and the Attorneys. This Agreement shall not be assigned by Either party without. first obtaining permission m writing from.the other party. 21. This Agreement shall be gavel d by the.laws of the State of Illinois. 22. Tire.illegality or invalidity of any term or,clause of this Agreement shall not affect tilt validity of the remainder of this Agreement,and the A.greerneirt shall remain in full force and effect as if such'illega] or invali�I tei7ii of.clause were not contained herein. 23. The waiver by either party-of any breach of this Agreement shall not;con oUlte a waiver as to fany.other breach. 24. The Attorneys are not advising the Village with.respect to this Agreement because the Attorneys would have a conflict of interest in tieing. so. If the Village desires advice regarding this Agreement,it sJlould.9eel�. ndependent cotwsel of its choice to ilo so. 1 11 i i IT HE REMAINDER OF TMS pAGE INTENTIONALLY LEFT BLANK] jl li i ' I 12 II I Y i I1�1 WITNESS VF'HEI2EE?F the Parties have executed this Agreement in Oak Brook, Illinois,the date and year first above written. ATTORNEYS: VILLAGE: ROBERT K.FINNELL VILLAGE OF OAK B ROOK By: Robert X.Finnell Gopal Lahnalani,Mayor BIRD LAW GROUP,P.C. Attest: Cliarlotte Pgtss;_VWage Clerk By: William Q.Bird,Managing Partner CRONGEYER LAW.FIRM,P.C, By: John W. Cropgeyer,President CLIFFORD LAW OFFICES By: Thomas Prindable Managing Partner PETERSON,JOHNSON cki MURRAY CHICAGO.,L.LC. By. Paul O'Grady,Managing Partner i i 13 l i i I 3 I EX11I11 ``A" ATTORNEYS PRIVACY NOTICE' Attorneys; like other professionals who advise on financial matters, are required by federal law to inform their.clients. of their policies regarding the pri"Jacy of client znforrnation, Attorneys have been and continue to be hound.by professional standards of confl ientiality that are even.more stfingent than those required by federal law. Iii the course of providing our clients Nvith certain advice, the -Attorneys may receive nonpublic financial information from our clients,their accountants and other rofpyesentatives,All nonpublic inforia�ation we reserve regarding our clients or 1or�tier .clients is held in strict confidence in accordance With our professional obligations and is not released to people outside of our law firm, except with the client's consent or as retjuired by law: We may share certain urformat on with third parti'es who assist us in providing our services to our clients, as permitted by law, subject to thc:obligation that these third parties not use or disclose such.inforniation for any tither purpose; We retain.records relating to professional services that we provide so`.hat we are better able to assist you with your professional needs and, in some cases, to comply Withprofessianal :guidelines.In order to guard our client's nonpublic information from unauthorizxd di:sclosure,we maintain physical, elecirnnic and procedural safeguards that comply with our professional standards.. 14 1 i i i i i EXB1111T ti$!) i ATTORNEYS' CERTIFICATION The certifications hereinafter made by Robert K.lair nell, the Bird Law Group, P.C., the Crongeyer Law Firm, P.C., the Clifford Law Offices and Peterson.,Johnson &Murray Chicago, LLC (the-`°Attorneys' are each.a'material representation of fact upon which reliance is planed by the Village of Oalc Brook(the``Village") ' entering into the Legal. Services Agreement'witb the Attorneys.The Village may terminate the Legal Services Agreement if i is later deteriizined that the Attorneys rendered A.false of erroneous certification. The undersigned hereby certify that the Attorneys hereby represent land wai ant to the Village that the Attorneys, ;ancl their shareholders or partners holding. rnore. than.five percent (5%)of the outstanding partnersbip interests and its associate attorneys are: (A) riot delinquent in the paynient of taxes to the Illinois Department of Revenue in accordance With 65 ILCS 51'1.1-42.1-1; (B) not barred from contracting as a result of a violation of either Section 33D-3 (laid rigging)oi-33E 4(bid4otating)of the Criminal Code of 1961 (720 ILCS-5/33E-3 and 5133E-4); (C) in compliance-with.775 ILCS 5/2=105(A-)(4)requiring a written sexual harassment policy;.and. (D) not in default, as defined in 51LCS 38512, on an educational loan,.as defi�aed in 5ILCS 38511. in addition,the Attorneys hereby represent and wanarit to the Village,that the.Attorneys: (A) will provide a drug--free workplace'by; '(1) publishing:a statemetit: {a) notifying employees that the uarlawful manufacture, distribution, dispensation, possession, or use of a controlled :substance, including cannabis,is prohibited in Attorneys°workplace; (b) specifying the actions that will be taken against employees for violations of such prohibition (c) notifying.tlae eniployc e that as a condition of employment on such contract;the enployee will: (i) abide by the terms ofthe Stu ei"en.t;.Hnd 15 ................. l i (ii) notify the employer of any cr%rninal drug statute conviction for a violation ocCu iiig in the workp lace iao Eater than five (5) j days after.such conviction..; E i j t (2) establishing a drug-:free awareness program to inform employees about. (i) the dangers of(h P,abuse in the workplace; (ii) Attorneys'policy.of maintaining a drAg-free workplace.; , (iii) any available drug counseling,rehabilitation.,and employee as,istanee piogratn;:and (iv) the penalties that may be imposed upon employees for drug. violations;: (3) snaking it a reclrzirel-rent to give a copy of the Mtement required by subparagraph (A)(1) to each employee engaged in the performance of the Agreement and to. post the statement ill. a prominent place in the worl(Place; (4) notifying the Village within ten (1`0): days after,receiving notice under. subparagraph (A)(1 )( c )(ii) from an employee or otherwise receiving actual notice of such conviction; (5) imposing a sanction on or-requir.irigthe satis factory participation in a drug abuse assistance or rehabilitationp ograrrr by any employee who is so convicted,as required by.30 ILCS 58015; (G) assisting employees in selecting a course of action in the. event drug counseling treatment acrd rehabilitation is reguirad and indicating That a trained referral team.is iii place; (7) malting a good faith effort to. continue to :maintain a drug-free workplace through itnlilezirentatio i of ibis section. {B) provide equal enililoyinent opportunities, in a.ccordatrce Mth the I1linais Human Rights Act (775.1LGS 590/1 of ,sera) anti are in Gotxrpliance with 775 .ILCS..512-105(A)(A) requiriug a written sexual harassment policy. (C.) ocitify that no officer or employee of the Village that has solicited any gratCut.. discount entei�taininent, hospitality, loan, forbearance; or other tangible or. intangible item having Monetary value including, but not limited to, cash, food and dribk., and livnorarla 'Cor speaking engagements related to ar attributable lo.tlae go�vernmen;t.employment or the, official position of the employee or.officer ftom,the Attorneys in violation cif Sections 30.21 and 30..3 of the Coyle . I .1 j6 i 1 of Oak Brook,Illinois adopted by the Village pursuant to the rsq,iiretnelits of the State Officials and Employees Ethics Act. (D) have not given to any officer or employee of the Village any gratuity, discount eniertainnjciit, Hospitality, loan, Forbearance, or other tangible or intangible item haying. inoneta:ry value 'including,but not limited to, cash, food and clriillc, and.honoraria for spealcii�g engagements related to or attributable to the goveirunent employnielit,or the official position of the employeo..ar. officer .froth the Attorneys in viol�dioh of the Cade of Oak Brook. Illinois: p y adopted by the Village pursuant io th.e requirements cif the State Offi.eials and Ern to ees Isthics Act. (E) are not a part of the immediate family of any ofCieer or ezaiployee at or above the level of department-bead of the Village. CP) certify that no Village. officer, spouse or dependent child of.a.Village. offices-, agent on behalf of any Village offider or tiust in which a Village offices,, the:spouse or dependent child of a Village officer oi:a beneficiary is a holder of any niterest.in the Attorneys;or,.if the Attorneys Stock .is traded on a nationally recognized securities market; that no Village off`icer,. spouse or dependent child.of a Village officer, agent oil behalf of any Village officer oi`trust in which a village officer,the spouse or dependent child of a Village officer or a beneficiary is a holder of more than one percent ( 1%) of-the Attorneys, but if any Village officer, spot=or dependent c .ld of a Village officer, agent on behalf of any Village offices or trust in which a Village officer;the spouse or dependent child of a Village officer or a l�enef7ciary is a holder.ofXess than Oil percent(1%) of Stich Contractor..,the Attoineys.have disclosed.to the Village in writing the name(s)of .the of such inteiesi, {G) nor any of its principals,shareholders,members;pat errs, or affiliates, as applicable;is a person or entity named as a Specially Designated National and.Blocked Pearsotr (as defined in Presidential. Executive Oiler 13224) and that it is not acting, directly or indirectly, for or on behalf of a Specially Designated National.and Blocked Person. (IX) and its principals, shareholders, sneinbers, partners, or affiliates, as applicable, are not, directly ,or.n.directiy, engaged in, and are not facilitating, the transactions contemplated by the Agreement on behalf of any person or entity flamed as a Specially Designated.National and. Blocked Person. (1) are not. acting, directly or indirectly, for cir ozs behalf of any person, group, entity, or nation na�n.ed by,tlieUnitecl State Tieasttry Depaitinent as a'Specially Designated National and Blocked Person, eri for or oil Behalf of any person, group, entity, or nation. .designated in Presidential Executive Order 13224 as a person who r.oimriits,threatens to commit, or Supports terrorism; and that it is not engaged in this transaction directly or indirectly on Vellalf of,.or facilitating dais transaction dixeetly or indirectly on behalf of-, any such person,group, entity,.or -nation. I I 17 ail 1 I � If ally eeijificatiati made by the Attormys or f efai or oonditioa in this contract changes, the Attnineys shall notify the'Village in wilting within seven(7)clays. Dated: ,W13 j ROBERT K. FINNELL: By: Robert K.Finnell BIRD LAW GROUP,P.C. I By: William Q.,Bird,Managin- g Partner CRONGEYER LAW FIRM,P.C. By; John W.C:ro.ngeyer,Pi esident CLIFFORD THAW OFFICES By: Thomas Pfindable,Managing P.cutnei PETERSON,JOHNSON&MURRAY,LL+C By: Paul O'Grady,.Managing P.adner 18