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R-1540 - 02/23/2016 - AGREEMENTS - Resolutions Supporting Documents ITEM 3.A. BOARD OF TRUSTEES MEETING VILLAGE of SAMUEL E. DEAN BOARD ROOM ,AK B R kK BUTLER GOVERNMENT CENTER 1200 OAK BROOK ROAD OAK BROOK, ILLINOIS 630-368-5000 AGENDA ITEM Regular Board of Trustees Meeting of February 23, 2016 SUBJECT: Appointment of Village Attorney FROM: Riccardo F. Ginex, Village Manager BUDGET SOURCE/BUDGET IMPACT: See Below RECOMMENDED MOTION: Motion To Approve Resolution R-1540, A resolution Appointing Ancel, Glink, Diamond, Bush, DiCianni& Krafthefer, P.C. as Village Attorney and Approving An Engagement Agreement. Backaround/History: The Village Board decided to issue a Request for Proposal for Village Legal Services. In response to the proposal, the Village Board interviewed four (4) firms. From the interviews two firms were selected to be sent to the Village President. The firm of Ancel, Glink, Diamond, Bush, DiCianni & Krafthefer, P.C., is being brought forward for Board approval as the new Village Attorney. Mr. Stewart H. Diamond and Ms. Keri-Lyn J. Krafthefer will serve as the primary Village Attorneys for the Village of Oak Brook. They have agreed to a retainer of$8,500 per month. Recommendation: Staff recommends that the Village Board approve the resolution and the engagement letter. BOT AGENDA Page 1 �/ RESOLUTION 2016-AG-LE-EX1-R-1540 A RESOLUTION APPOINTING ANCEL, GLINK, DIAMOND, BUSH, DICIANNI & KRAFTHEFER, P.C. AS VILLAGE ATTORNEY AND APPROVING AN ENGAGEMENT AGREEMENT WHEREAS, pursuant to Section 1-56-1 of the "Village Code of the Village of Oak Brook, Illinois," as amended, provides that there shall be a Village office of Village Attorney, which Village Attorney shall be appointed by the Village President with the consent of the Village Board; and WHEREAS, in November of 2015, the Village issued a request for proposals for general counsel legal services; and WHEREAS, after reviewing the proposals submitted to the Village and interviewing law firms that submitted proposals, the Village President desires to appoint, and the Village Board desires to consent to the appointment of, Ancel, Glink, Diamond, Bush, Dicianni & Krafthefer, P.0 ("Ancel Wink') to the office of Village Attorney; and WHEREAS, the Village further desires to enter into an engagement agreement with Ancel Glink to establish the terms and conditions of engagement for Ancel Glink to serve as Village Attorney ("EngagementAgreement'j; and WHEREAS, the President and Board of Trustees have determined that it is in the best interests of the Village to appoint Ancel Glink to the office of Village Attorney and enter into the Engagement Agreement; 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: Appointment of Village Attorney. Subject to the execution of the Engagement Agreement attached to this Resolution as Exhibit A, Ancel Glink shall be, and is hereby, appointed to the office of Village Attorney. Section 3: Approval of Engagement Agreement. The Engagement Agreement by and between Ancel Glink and the Village is hereby approved in substantially the same form as attached as Exhibit A. Section 4: Execution of Engagement Agreement. The Village President and Village Clerk shall be, and hereby are, authorized to execute the Engagement Agreement between the Village and Ancel Glink after receipt of the final Engagement Agreement fully executed by Ancel Glink. Section 5: Effective Date. This Resolution shall be in full force and effect upon passage and approval in the manner provided by law. [SIGNATURE PAGE FOLLOWS] Resolution 2016-AG-LE-EX1-R-1540 Appointing Village Attorney and Approving an Agreement Page 2 of 2 APPROVED THIS 23rd day of February, 2016. Gopal G. Lalmalani Village President PASSED THIS 23rd day of February, 2016. Ayes: Nays: Absent: ATTEST: Charlotte K. Pruss Village Clerk Resolution 2016-AG-LE-EX1-R-1540 Appointing Village Attorney and Approving an Agreement Page 2 of 2 EXHIBIT A AGREEMENT A Professional Corporation Stewart H.Diamond 140 South Dearborn Street,Suite 600 sdiamond @ancelglink.com J)(c Chicago,IL 60603 (P)312-604-9109 www.anceiglink.com (F)312-782-0943 1,1 N;<1 (� 1 i t ' l 1 Keri-Lyn J.Krafthefer k Glink krafthefer@ancelglink.com}I( �A `1 rafthefer@ancelglink.com t li,�I !111 it l (P)312-604-9126 (F)312-782-0943 February 18, 2016 Via Electronic Mail glalmalanigoak-brook.org Gopal G. Lalmalani, Village President Village of Oak Brook 1200 Oak Brook Road Oak Brook, Illinois 60523 Re: Village Attorney Legal Services Dear Village President and Village Board Members: On behalf of Ancel, Glink, Diamond, Bush, DiCianni & Krafthefer, P.C., we appreciate your consideration of Ancel Glink to serve as the Village Attorney for Oak Brook. You have asked us to memorialize the key terms of our engagement. The following, therefore, sets forth these terms: I. Client. Our client in this matter will be the Village of Oak Brook. 2. Term of Engagement. Either of us may terminate the engagement at any time for any reason by written notice, subject on our part to applicable rules of professional responsibility. Following such termination, any otherwise non-public information you have supplied to the firm which is retained by us will be kept confidential in accordance with applicable rules of professional responsibility. If, upon such termination, you wish to have any documents delivered to you, please advise us. Otherwise, all such documents will be transferred to the person responsible for administering our records retention program. We shall retain all records pertaining to our engagement for a minimum of three years from the final billing of our engagement in accordance with the Village of Oak Brook Retention and Billing Policy for Outside Counsel dated September 11, 2015 ("Retention Policy") unless you agree otherwise. 3. Key Personnel. Stewart H. Diamond, an equity partner with Ancel Glink, and Keri- Lyn J. Krafthefer, another equity partner with Ancel Glink will serve as the primary Village Attorneys for the Village of Oak Brook. Stewart will generally attend Board Meetings and Staff Meetings. Keri-Lyn will attend some staff meetings and be fully involved in the representation. In addition, as and if needed, on a limited basis, we will call upon other attorneys with special expertise in land use, personnel, collective bargaining, finance, economic development and litigation matters to offer efficient and effective support to the Village. The bulk of your work will be performed by Stewart or Keri-Lyn unless otherwise agreed to by the Village. 4. Scope of Services. As set out in your Request for Proposal, the Scope of Services which we will agree to are those specified in Section 2 Project Description, Scope of Services Retainer. We are prepared to undertake all 19 of those listed items. We also understand that the eight CHICAGO • VERNON HILLS • NAPERVILLE • CRYSTAL LAKE • BLOOMINGTON ANCEL,CLINK,DIAMOND,BUSH,DICIANNI&KRAFTHEFER,P.C. February 18, 2016 Page 2 items listed under Scope of Services Non-Retainer, are not included within the agreed-upon retainer amount and if work is assigned in those areas, it will be billed at the hourly rates specified under Section 5 dealing with fees and expenses and subject to the Retention Policy. We would have the right to accept or not accept those assignments, although we would expect to perform them. No non-retainer matter will be commenced until advanced approval is given by the Village Manager. The sole billing exception regarding rates would be that for item 8 Bond Issues, we would seek payment as issuer's counsel which would be a negotiated amount typically approximately one-half of the amount paid to bond counsel. 5. Fees and Expenses. We have agreed to a monthly retainer of$8,500 per month for all 19 retainer matters. The monthly retainer would be paid within the first 16 days of each month following receipt of our invoice. We will bill monthly and at the same time for both retainer and non-retainer matters. The invoice that the Village receives from our firm each month for retainer matters will state the agreed fixed fee monthly amount for the services rendered and a summary of the total hours incurred for retainer matters, broken down by individual retainer matters. For non-retainer matters, we would ask to be paid for those services, after any questions were discussed, within one month of receipt of our invoice. The non-retainer matters will be billed at the applicable hourly rates for the attorneys involved as provided in this letter. We will never begin to bill separately for any non-retainer matter until we have conferred with the Village Manager and reached an agreement that such separate billing is appropriate. The Village will receive a detailed monthly invoice reflecting all time entries for each non-retainer matter. Our statements will show what specific tasks were performed, which attorney or paralegal performed each task, and the exact amount of time for non-retainer matters (in 1/10th hour intervals) devoted to each task by each attorney or paralegal. We agree to keep our retainer amount in place for at least 12 months and likely 18 months. After 18 months, we would ask that we both review the retainer to determine whether it should be raised or lowered or remain the same. We will provide the Village with such information as is necessary to undertake this review. We note that in your Request for Proposal in Section 11I, subsection (9), you wish us to provide you with "sufficiently detailed information on a monthly basis necessary to do periodic reviews of the work undertaken on all retainer matters to ensure that the retainer amount is fair for both the Village and the firm." As provided above, we will provide that information on a monthly basis and either you or we can raise issues that suggest a need to have a "periodic review." We believe that it is hard for us to predict the amount of retainer work which will be assigned to the firm along with the time necessary to adequately respond to those assignments. Legal work outside of the retainer would be billed at $195 per hour; paralegal services at $105 per hour. In accordance with your Retention Policy, you will not be billed for any administrative or clerical work, regardless of whether that work is performed by a paralegal or an attorney. Copying charges for more than 100 copies per month will be billed at our out-of- pocket cost. Computer research charges will be part of the overhead we absorb, and will not be CHICAGO • VERNON HILLS • NAPERVILLE • CRYSTAL LAKE • BLOOMINGTON ANCEL,CLINK,DIAMOND,BUSH,DICIANNI&KRAFTHEFER,P.C. February 18, 2016 Page 3 deemed incurred or billed to you, unless we can pass it on to a non-prevailing party as part of a fee petition granted by a court or unless the work is done for a developer to whom our charges are passed on. Where Village staff agrees that development work should be charged and reimbursed by developers, the hourly rate billed will be the same as our rates listed herein, which will give developers a good reality check on any higher amounts they paying their attorneys. The firm will not charge the Village any amount for travel time on either retainer or non-retainer matters. Notwithstanding anything to the contrary contained herein, our fees and expenses will be charged in accordance with the Retention Policy. This includes our agreement that the rates charged to you shall be no higher than those which we charge to a Chicago metropolitan municipality in comparable circumstances. If we lower our rates, to a Chicago metropolitan municipality in comparable circumstances, we will adjust our non-retainer rates to comply with this requirement. We will also not bill for any "transition time" it takes us to prepare to handle any of the Village's existing issues that are assigned to us. All transition time will be billed under the retainer, and at no additional cost to the Village. The firm previously submitted a proposal to the Village dated December 2, 2015. That proposal remains in force. Items different or modified in this letter also reflect our contractual obligations. If there is a conflict between this engagement letter or our proposal and the Request for Proposal dated November 2015, the Request for Proposal shall govern. Our responsibility as Village Attorney is to assist the Village Board in establishing policy and in part implementing that policy. We will work with the Village President, the Village Manager, and Village Staff to implement those policies along with other contacts specified by the Village. We have developed representation relationships with many municipalities that have lasted decades. We hope that our work with the Village of Oak Brook adds to that list. If your appointment is made and confirmed by the Village Board, we would ask you to sign and return to us your acceptance. Stewart H. Diamond Keri-Lyn J. Krafthefer CHICAGO • VERNON HILLS • NAPERVILLE • CRYSTAL LAKE • BLOOMINGTON ANGEL,GLINK,DIAMOND,BUSH,DICIANNI&KRAFTHEFER,P.C. February 18, 2016 Page 4 ACCEPTED: DATE: Village President Village of Oak Brook cc: Riccardo Ginex, Village Manager rginex e,oak-brook.org 4844-7516-9326,v. I CHICAGO • VERNON HILLS • NAPERVILLE • CRYSTAL LAKE • BLOOMINGTON