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R-1572 - 06/14/2016 - AGREEMENTS - Resolutions RESOLUTION 2016-AG-LE-EX1-R-1572 A RESOLUTION APPROVING AN ENGAGEMENT AGREEMENT WITH CLARK BAIRD SMITH LLP AND THE VILLAGE OF OAK BROOK, ILLINOIS FOR LABOR ATTORNEY SERVICES WHEREAS, historically, labor matters have sometimes been handled by outside legal counsel, which; and WHEREAS, in May of 2014, the Village issued a request for proposals for legal services, specifically, for Labor/PEDA/PSEBA/Disability matters; and WHEREAS, after reviewing the proposals submitted to the Village and interviewing law firms that submitted proposals, the President and Board of Trustees desire to have Clark, Baird, Smith, LLP ("CBS") provide labor attorney services; and WHEREAS, the Village further desires to enter into an engagement agreement with CBS to establish the terms and conditions of engagement for CBS to provide labor attorney services ("EngagementAgreement'j; and WHEREAS, the President and Board of Trustees have determined that it is in the best interests of the Village to enter into said 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: Approval of Engagement Agreement. The Engagement Agreement by and between CBS and the Village is hereby approved in substantially the same form as attached as Exhibit A. Section 3: 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 CBS after receipt of the final Engagement Agreement fully executed by CBS. Section 4: 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-1572 Approving Labor Attorney Agreement Page 2 of 2 APPROVED THIS 14th day of June, 2016. Gopal G. Lalmalani Village President PASSED THIS 14th day of June, 2016. Ayes: Trustees Adler, Baar, Manzo, Tiesenga, Yusuf Nays: None Absent: Trustee Moy ATTEST: Charlotte K. Pruss "� i Village Clerk Resolution 2016-AG-LE-EX1-R-1572 Approving Labor Attorney Agreement Page 2 of 2 EXHIBIT A AGREEMENT OEM= LAW - 0133 N' RIVER ROA"..). SUITE 1120, ROSE•MONT 11-6001€3 47.:37 .77C►t)0 R I C E 84 .'ry37e.70717 rAX OWN, 8-17-378-7'103 rsinitt►a.chslawyers.co May 20, 201 Riccardo F. Ginex Village Manage V►llau of Oak Brook 1200 Oak Brook Road Oak Brook, IL 605235 Re Representation of Village of Oak Brook by Clark Baird Smith LLP Dear Mr. inex You have asked Clark Baird Smith LLP to provide legal advice to the Village of Oak Brook (Village) with respect to labor relations matters, PEF)A and PSFMA issues, and disability claims (excluding workers' compensation proceedings). Clark Baird Smith LLP will he pleased to provide these services, as well as legal representation on any other utter tine Village may refer to us from time to time. 'Cris letter, along with the attached Terms of Engagement far Legal Services, shall serve as our agreement with respect to our services,. The Terms set forth additional details concerning our engagement mid further explain our billing practices; It is expected that i will be the primary contact person at the firm, although we may utilize ether attorneys and staff members at the firm to assist us in representing the "Village, wtd you may certainly contact any of our attorneys directly if the need arises. Unless otherw=ise agreed in a specific instance,we will bill the Village lased upon the time we :spend rendering our services. We nc trttrrlly bill can a ntanthly oasis, so that you will see the extent of the legal fees and disbursements, as they are incurred.. Our current public sector partner Hourly billing rates range Born $315 to $335 per Maur (my particular billing rate is $325 per hour), and the rates of our associate attorneys range from 195 to$290 per hour. Per the Village*s request, we will not assign a partner to perform work for the Village who has a billing rata in excess of$325 per hoar,and we will record our thne in increments of one tenth of an hour, To evidence concurrence with the scope of services to be rendered, the arrangements for billing and payment of fees and expenses, and our 'rerms of Engagement for Legal Services, please return a signed copy of this letter to the undersigned, If there are any questions at any {0033919(.DOCXv.1j C VV ,C t St_tWYFR_S..00M R _ _A, ,.,, SUITE. 1I �C( ( ' ? ' 1 `r ft ." Riccardo F. Give May 20,2016' Page Two time about our billing practices or a particular lee or cash disbursement or any other aspect of our legal services, please brim; them to my attention as soon as passible. We sincerely appreciate the opportunity to represent the Village of Oak Brook and will endeavor to provide prompt and responsive legal services at all tunes. Very truly yours, CLARK BAIRD SMITH LLP S Qbert J. Smith Jr. RJS/ds :enclosure THI~ VILLAGE OF OAK BROOK UNDERSTANDS AND AC;REES TO THE TERMS OF THIS ENGAGEMENT tzrrER AND THE AI TACHECK TERMS f.)F ENGAGEMENT FOP,LEGAL SERNI]CES. Riccardo F. Ginex, Village Manage r bate (UO339190.r OCX v.1 ) 2 :NCO-a= ATTOKNEYS AT LAW 6133 Nl. NV ER ROAD,SUITI 1120, ROSEMONT. I T.60018 847,37$370001"ICE - M376.7070 FAX TERMS OF ENGAGEMENT FOU LE(,rAL XRV10E The following is an explanation of the basis on which Clark Baird Smith LLP bills for its services and the expenses and advances incurred on behalf of its clients, and details various practices and policies at the Finn which govern the relationship between Clark Baird Smith LLP, and its clients, Unless modified in writing by mutual agreement, these:terms will be an integral part of our agreeme{nt Mth you, Therefore, we ask that you review this statement c=arefully and contact us promptly if you have any questior3s. BILLING ARRANGEMENTS, FEES AND TERMS OF PAYMENT We normally submit invoices to our clie=nts monthly during our engagement unless otherwise'agreed. This procedure ensures that our clients have a current understanding of our c=harge=s and can intelligently budget legal expenses. Trivoic;es are usually most influenced by the amount of time expended and the current hourly billing; rates of the lawyers involved in the nl<atter. Each invoice is ordinarily reviewed by the attorney who has primary billing responsibility for that particular client pricer to its submission to the client for payment. The attorney reviews'the.time recorded to the client's account since the last billing, The purpose of the review is to determine whether the invoice should be calculated sole=ly on the basis of the 'time recorded or should be adjusted according to the circumstances. We will keep accurate records of the time Nve devote to your N.vork, including conferences (bode in person and over the telephone), negotiations, factual and legal research and analysis, document preparation and revision,,and either related matters. Nornlally we record our time in, units of one quarter of an hour. The currently hourly billing rates of attorneys and paralegals in our Firm for matters such as this areas follows: Partner rates range; from$315 to $335 per hour; associate~ attorney rates ravage Runt $195 to 5290 per hour; and paralegal rates range from 75 to $140. Typically, the more experience an individual has, the higher the hourly rater. Ordinarily, tive review and adjust our billing rates annually to reflect current levels of legal experience, changes in overhead costs, and other factors. Change=s in rages will be reflected in the monthly invoices. Clients are also billed for direct expenses incurred in connection with handling their matters, such as special mail services, inessernger and overnight delivery services; for advancers incurred on behalf of a client such as filing Pecs, court reporters, arbitrators, consulting fees, printing, computerized legal research and travel expenses; and for items purchase=d and used exclusively in connection with a particular client's matters Where significant advances are involved, we may request that the client pay the casts directly. $00339190,DOCY.v.1 WMVe:13S1.,PtWYER .{0&A mcAGo(,) 'r€ 1-. 70 W. MADISON 5`11:1.IF,SLJHIF h00,CfIIC.i;ea0,11.c4{ 602 * 3111-,`J6 IIi(t We are often requested to estimate the amount of fees and costs likely to be incurred in connection with a particular matter. Whenever possible, we will furnish such an estimate based upon our professional judgment, but always with a clear understanding that it is not a maximum or fixed-fee quotation unless a fixed-fee is specifically negotiated. The ultimate cost may be more than the amount estimated. We ask and expect payment of our invoices within thirty (30) days of the date of the invoice since delayed payment adds to our overall costs of providing services. In addition, we reserve the right to discontinue performance and to withdraw as your attorneys, regardless of the status of any matter in which we may be involved and subject to only our ethical obligations if any invoice remains unpaid for more than ninety (90)days after the date of the invoice. It is of the utmost importance for us to know at all times that you are satisfied with the legal services being provided by Clark Baird Smith LLP. So that there will always be full and open communication between us, and so that we may clearly understand and promptly deal with any concerns a client may have about our services, any questions concerning a particular invoice or about our legal services should be raised within thirty (30) days of the date of the invoice or the occurrence of the event which causes you concern. THE PROVISION OF LEGAL SERVICES Customarily, each client of Clark Baird Smith LLP is served by a principal lawyer contact. The principal lawyer should be someone in whom you have confidence and with whom you enjoy working. You are free to request a change of principal lawyer at any time. Clark Baird Smith LLP, also may utilize other attorneys and paralegals in the Firm to work on a client's matters. These individuals operate under the supervision of the principal lawyer for the client. Such delegation may be for the purpose of involving lawyers or legal assistants with special expertise in a given area or for the purpose of providing services on the most efficient and timely basis. Whenever practicable, we will advise our client of the names of those lawyers and legal assistants who work on the client's matters. The retention of a lawyer does not insure that the desired outcome will be achieved. Accordingly, Clark Baird Smith LLP cannot guarantee the results of its services. Rather, Clark Baird Smith LLP will at all times act on your behalf to the best of our ability, and will provide competent representation to its clients. Competent representation requires the legal knowledge, skill, thoroughness and preparation necessary to handle the client's matters. Any expressions on our part regarding the outcome of our legal matters are expressions of our best professional judgment, but are not guarantees. Such opinions are necessarily limited by our knowledge of the facts and are based on the state of the law at the time they are expressed. (00339190.DOCX v.I ) 2 YOUR RESPONSIBILITIES We expect our clients to be actively involved with the matters we are handling for them, to participate in meetings and to provide whatever information and cooperation may be necessary. We also expect that the information we receive from our clients will be accurate and complete. If a client does not cooperate with us or provides us with information which is incomplete or inaccurate, we reserve the right to withdraw as attorneys for that client. MISCELLANEOUS In connection with audits of a client's financial statements, Clark Baird Smith LLP may be requested from time to time to furnish certain information or to confirm information. By engaging us, you are authorizing us to respond to such requests in a reasonable manner and to furnish such information as is consistent with reasonable requests from the auditors and the attorney-client privilege. Time spent responding to such requests will be charged at our regular rates. Where we have been asked to represent more than one individual or entity in a matter,the Rules of Professional Conduct promulgated by the Illinois Supreme Court require us to disclose that representation of multiple clients is permitted so long as the clients do not have directly adverse interests. However, we may not represent multiple clients if the representation of one or more of those clients may be materially limited by the Firm's responsibilities to another client or to a third person, or by the Firm's or a lawyer's own interests. More simply stated, we can represent multiple parties in a matter so long as each party has similar interests. At such time as those interests diverge, we may no longer be able to represent any of the affected clients. If the matter which is the subject of the engagement letter involves the representation of multiple clients or entities, the execution and delivery of the engagement letter to Clark Baird Smith LLP, by each client is an acknowledgement that the clients have similar interests and that each consents to our representation of the other clients. In addition, where representing multiple clients or parties, unless otherwise agreed in writing by Clark Baird Smith LLP, the clients are jointly and severally obligated with respect to the payment of our invoices. Internal Revenue Service regulations require that certain types of written advice include a disclaimer. To the extent that the engagement letter or these Terms of Engagement for Legal Services contain written advice relating to a Federal tax issue, the written advice is not intended nor written to be used and cannot be used by the recipient or any other taxpayer for the purposes of avoiding Federal tax penalties or to support the promotion or marketing of the transaction or matters discussed herein. TERMINATION You may terminate our representation at any time, with or without cause, by notifying us. Your termination of our services will not affect your responsibility for payment of legal services rendered and additional charges incurred before termination and in connection with an orderly transition of the matter. {00339190.DOCX v.11 3 We are subject to the rules of professional responsibility for the jurisdictions in which we practice, which list several types of conduct or circumstances that require or allow us to withdraw from representing a client, including for example nonpayment of fees or costs, misrepresentation or failure to disclose material facts, action contrary to our advice, and conflicts of interest with another client. We try to identify in advance and discuss with our clients any situation which may lead to our withdrawal and, if withdrawal ever becomes necessary, we give the client written notice of our withdrawal. Except for original corporate records or any records or files which we receive from you or third parties with the understanding that they belong to you, it is agreed that all of our files, copies of documents, correspondence or other materials which we may accumulate in connection with our representation of you, including copies of materials filed with any regulatory agency, shall be the property of Clark Baird Smith LLP. You may have copies at any time during our representation of you. Upon the termination of the engagement and upon request, we will return your property to you within thirty (30) days of such termination. However, it is specifically agreed that we have the right to dispose of our files at such time as we determine that such files no longer need to be retained. After disposal,these materials will no longer be available. Your agreement to this engagement constitutes your acceptance of the foregoing terms and conditions as well as any additional terms and conditions set forth in the accompanying engagement letter. If any of them is unacceptable to you, please advise us now so that we can resolve any differences and proceed with a clear, complete, and consistent understanding of our relationship. {00339190.DOCX v.1 } 4