R-1257 - 05/28/2013 - TAX - Resolutions 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 OWING FROM ONLINE TRAVEL COMPANIES
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
WHEREAS, pursuant to Chapter 5 of Title 5 of the Village Code of the Village of Oak Brook,
Illinois ("Village Code', 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 ("OTCs' purchase the rental 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 ("Unremitted Hotel Tax
Revenue'l; 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's with Robert K. Finnell, the Bird Law Group, P.C., the Crongeyer Law Firm, P.C., the Clifford
Law Offices, and Peterson, Johnson & Murray Chicago, LLC, (collectively, "Special.Counsel's for the
performance of legal services in connection with the recovery of the Unremitted Hotel Tax Revenue from
the OTCs ("Legal Services'); 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 Unremitted Hotel Tax Revenue within 30 days after sending
an initial demand letter, and of 33 percent if the Special Counsel must file suit and obtain a judgment or
settlement for the Unremitted Hotel Tax Revenue, plus expenses; and
WHEREAS, pursuant Section 1-7-613 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 j
and collection of unremitted Hotel Tax revenue due and owing to the Village by the OTCs; I
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:
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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 r
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Gopal G. Lalmalani
Village President
PASSED THIS 23rd day of April, 2013
Ayes: Trustees Aktipis, Manzo, Moy, Wolin, Yusuf, Zannis
Nays: None
Absent: None
F s ATTEST:
+ Charlotte K. Pruss
Village Clerk
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Resolution 2013-LEGAL-HM-TAX-LIT-EX-R-1257
Approving Professional Services Agreement for Recovery of Hotel Taxes
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EXHIBIT A
AGREEMENT
LEGAL SERVICES AGREEMENT
THIS AGREEMENT (hereinafter referred to as the"Agreement") effective this day
of 2013, by and between the Village of Oak Brook, an Illinois municipal
corporation(hereinafter referred 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").
WHEREAS, the collection of unremitted taxes due and owing to the Village under the
Village's Hotel/Motel Room Tax, as amended, and all other applicable provisions relating to the
provision of hotel or lodging accommodations by corporations who offer and sell/rent such
accommodations over the internet require the services of additional attorneys to represent the
Village;
WHEREAS, 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;
NOW, THEREFORE, IT IS MUTUALLY AGREED 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 Hotel/Motel Room Tax, as amended and all other applicable provisions
relating to the 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 connection with unpaid taxes and seeking the recovery of past, present and
future taxes, interest and penalties against any parties responsible for filing,
remittance or payment of such taxes, including any intermediaries, agents or
clearing houses on behalf of the Village
e services with reasonable care, in a manner
2. The Attorneys shall perform th
satisfactory to the Village and in accordance with all applicable laws and professional standards. i
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 provided herein. The responsibility to be assumed by each attorney is as
follows:
A. Robert K. Finnell, shall have primary responsibility for representation of
the Village.
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B. the Bird Law Group, P.C., shall have primary responsibility for
representation of the Village.
C. the Crongeyer Law Firm., P .C., shall have primary responsibility for
representation of the Village.
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D. the Clifford Law Offices, shall have responsibility as local counsel; and
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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 and/or 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.
4. The Village shall assist and cooperate with the Attorneys and shall promptly
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 reasonable access, during the normal business hours, to all files,and other information
not privileged or confidential, 'necessary for the Attorneys to perform the services under this
Agreement; or the Village shall allow the Attorneys' personnel reasonable access, during 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 perform the services set
forth in this Agreement.
5. Any documents, data, records, or other information relating to the legal
representation of the Village and all information secured by the Attorneys from the Village in
connection with the performance of legal services, 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
parties without written consent of the Village, unless so required by valid court order. In
addition,the Attorneys' Privacy Notice is attached hereto as Exhibit"A" and made a part hereof.
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 (5 ILCS 140/1 et seq.) in compliance with the requirements of the
Local Records Act(50 ILCS 205/1 et seq) and the Freedom of Information Act(5 ILCS 140/1 et
seq.) until the conclusion of the services and the payment of the fee and costs hereunder or until
written approval for the disposal of such records is obtained from the Local Records 4
Commission. The Attorneys shall make available to the Village such records and cooperate fully i
with the Village with any request for public records made pursuant to the Freedom of
Information Act (5 ILCS 140/1 et seq.) by providing full access to and copying of all relevant
non-exempt records within a time period which allows the Village to timely comply with the
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time limits imposed by the Freedom of Information Act (5 ILCS 14011 et seq). All reports,
documents, data and other material constituting the work product of the Attorneys hereunder
shall become the property of the Village, subject to the applicable attorney's lien. Title thereto,
free of such lien, shall transfer to the Village following payment in full 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, cellular
telephones, electronic mail and facsimile transmission, contains certain inherent security risks
that the information will be intercepted by third parties with no right to hear or see it. Unless
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
communication other than in-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 communication.
8. The Attorneys shall perform the legal services and the Village shall compensate
the Attorneys for such legal services on a contingent fee basis as follows:
A. If the Attorneys achieve a settlement agreement within thirty (30) days of an
initial demand letter, the Attorneys shall receive a contingent fee of twenty-five percent
(25%o) 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 settlement is not achieved within thirty (30) days of an initial demand letter the
Attorneys shall file suit and the Attorneys shall, upon final judgment after trial or any
ensuing appeals or settlement with respect to any defendant 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 Gross Recovery, as defined below, plus the cash
expenditures advanced and expenses incurred by the Attorneys on behalf of the Village.
C. To the extent that final judgment or settlement is obtained against defendants on
different dates the fee will be determined based upon the cumulative Gross Recovery
from all defendants.
D. the balance of the Gross Recovery shall be paid to the Village.
E. "Gross Recovery" means damages, tax revenues, interest and penalties recovered
for the Village through the date of settlement or final judgment but not indefinite
prospective collections of tax 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
settlement to resolve claims for both back taxes and to avoid registering and paying taxes
for some number of specified years going forward, as they have done in other places,the
amount of the lump sum payment shall be the Gross Recovery. If the defendants pay a
lump sum for taxes, penalties and interest due as of the date of settlement and agree to
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register and start paying taxes prospectively,the Gross Recovery shall be the lump sum
payment and a sum equal to the annual amount of taxes actually,paid by such companies
for the next four (4) years as compensation for bringing about the change and leading to
permanently increased revenues.
9. The Attorneys shall divide the Attorneys' fee paid by the Village in proportion to
the services performed and the responsibility assumed by each lawyer on the following basis;
A. Robert K.Finnell, shall receive Twenty Percent(20%)of the Attorneys' fee;
B. the Bird Law Group,P.C., shall receive Twenty Percent(20%) of the Attorneys'
fee;
C. the Crongeyer Law Firm,P.C., shall receive Twenty Percent(20%)of the
Attorneys' fee;
D. the Clifford Law Offices,shall receive Twenty Percent (20%)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 incurred 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 flue to Attorneys hereunder. Upon conclusion 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 that are being reimbursed and the balance 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 hereto as
Exhibit"B,"that the Attorneys:
A. are not delinquent in the payment of taxes to the Illinois Department of
Revenue in accordance with 65 ILCS 5/11-42.1-1; i
B. are not barred from contracting as a result of a violation of either Section 3
'n or 33E-4 (bid-totaling) of the Criminal Code of 1461 (720 f
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ILCS 5/33E-3 and 5/33E-4);
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C. are in compliance with 775 ILCS 5/2-105(A)(4)requiring a written sexual
harassment policy;
D. are not in default, as defined in 5IL,CS 3,85/2, on an educational loan, as
defined in 5ILCS 385/1;
E. will provide a drug-free workplace by:
(1) Publishing a statement:
(a) Notifying employees that the unlawful manufacture,
distribution, dispensation, possession, or use of a controlled
substance, including cannabis; is prohibited in the Attorneys'
workplace;
(b) Specifying the actions that will be taken against employees
for violations of such prohibition;
(c) Notifying the employee that, as a condition of employment
on such contract,the employee will:
(i) abide by the terms of the statement; and
(ii) 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 drug-free awareness program to inform employees
about:
(i) the dangers of drug abuse in the workplace;
(ii) Attorneys' policy of maintaining a drug-free workplace;
(iii) any available drug counseling, rehabilitation, and employee
assistance program; and
(iv) the penalties that may be imposed upon employees for drug
violations;
(3) making it a requirement to give a copy of the statement required by
subparagraph 18(E)( 1) to each employee engaged in the performance of
the Agreement and to post the statement in a prominent place in the
workplace;
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(4) notifying the Village within ten (10) days after receiving notice
under subparagraph 18(E)(1 )( c )(ii) from an employee or otherwise
receiving actual notice of such conviction;
(5) imposing a sanction on or requiring the satisfactory participation in
a drug abuse assistance or rehabilitation program by any employee who is
so convicted,as required by 30 ILCS 580/5;
(6) assisting employees in selecting a course of action in the event'
drug counseling treatment and rehabilitation is required and indicating that
a trained referral team is in place;and
(7) making a good faith effort to continue to maintain a drug-free
workplace through implementation of this section.
F. provide equal employment opportunities in accordance with the Illinois
Human Rights Act (775 ILCS 58011 el seq.) and are in compliance with 775 ILCS 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 other tangible or
intangible item having monetary value including, but not limited to, cash, food and drink,
and honoraria for speaking engagements related to or attributable to the government
employment 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;
H. have not given to any officer or employee of the Village any gratuity,
discount entertainment,hospitality, loan, forbearance, or other tangible or intangible item
having monetary value including, but not limited to, cash, food and drink, and honoraria
for speaking engagements related to or attributable to the government employment 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;
1. are not a part of the immediate family of any officer or employee at or
above the level of department head of the Village;
J. certify that no Village officer, spouse or dependent child of a Village
officer, agent on behalf of any Village officer or trust in which a Village officer, the
spouse or dependent child of a Village officer or a beneficiary is a holder of any interest
in the Attorneys;or, if the Attorneys' stock is traded on a nationally recognized securities
market, that no Village officer, spouse or dependent child of a Village officer, agent on
behalf of any Village officer or 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
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Attorneys,but if any Village officer,spouse or dependent child of a Village officer; agent
on behalf of any Village officer or trust in which a Village officer, the spouse or
dependent child of a Village officer or a beneficiary is a holder of less than one percent
(1%) of such Contractor, the Attorneys 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
Person (as defined in Presidential Executive Order 13224) and that it is not acting,
directly or indirectly, for or on behalf of a Specially Designated National and Blocked
Person;
L. and its principals, shareholders, members, 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 not acting, directly or 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 Order 13224 as a person who commits,
threatens to commit, 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 Equal
Employment Opportunity Clause, the Illinois Human Rights Act or the Rules and Regulations of
the Illinois Human Rights Commission, the Attorneys may be declared ineligible for future
contracts or subcontracts with the State of Illinois or any of its political subdivisions or
municipal corporations; and this Agreement may be cancelled or voided in whole or in part, and
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 or applicant for employment
because of race, color, religion, sex, sexual orientation, marital status, national origin or
ancestry, citizenship status, age, physical or mental disability unrelated to ability, sexual
orientation, military status or an unfavorable discharge from military service; and,
further,that he or she will examine all job classifications to determine if minority persons
or women are underutilized and will take appropriate affirmative action to rectify any
underutilization;
B. if the Attorneys hire additional employees in order to perform this
Agreement or any portion of this Agreement, the Attorneys will determine the
availability (in accordance with the Illinois Human Rights Commission's Rules and
Regulations) of minorities and women in the areas from which the Attorneys may
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reasonably recruit and the Attorneys will hire for each job classification for which
employees are hired in a way that minorities and women are not underutilized;
C. in all solicitations or advertisements for employees placed by the
Attorneys or on the Attorneys' behalf,the Attorneys will state that all applicants will be
afforded equal opportunity without discrimination because of race, color, religion, sex,
sexual orientation, marital status, national origin or ancestry, citizenship status, age,
physical or mental disability unrelated to ability, sexual orientation, military status or an
unfavorable discharge from military service;
D. will- send to each labor organization or representative of workers with
which the Attorneys has or is bound by a collective bargaining or other agreement or
understanding, a notice advising the labor organization or representative of the Attorneys'
obligations under the Illinois Human Rights Act and the Illinois Human Rights
Commission's Rules and Regulations. If any labor organization or representative fails or
refuses to cooperate with the Attorneys in their efforts to comply with the Illinois Human
Rights Act and Illinois Human Rights Commission's Rules and Regulations, the
Attorneys will promptly notify the Illinois Human Rights Commission and the Village
and will recruit employees from other sources when necessary to fulfill its obligations
under this Agreement;
E. submit reports as required by the Illinois Human Rights Commission's
Rules and Regulations, furnish all relevant information as may from time to time be
requested by the Illinois Human Rights Commission or the Village and in all respects
comply with the Illinois Human Rights Act and the Illinois Human Rights Commission's
Rules and Regulations;
F. permit access to all relevant books, records, accounts and work sites by
personnel of the Village and the Illinois Human Rights Commission for purposes of
investigation to ascertain compliance with the Illinois Human 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 awarded under which any portion of this Agreement's obligations are
undertaken or assumed, 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 liable
for compliance with applicable provisions of this clause by subcontractors; and further
the Attorneys will promptly notify the Village and the Illinois Human Rights
Commission in the event any subcontractor fails or refuses to comply with the provisions.
In addition, the Attorneys will not utilize any ,subcontractor declared by the Illinois
Human Rights Commission to be ineligible for contracts or subcontracts with the State of
Illinois or any of its political subdivisions or municipal corporations;
H. will not maintain or provide for its employees any segregated facilities at
any of its establishments, and not permit its employees to perform their services at any
location, under its control, where "segregated facilities" means any waiting rooms, world
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areas, restrooms and washrooms, restaurants and other eating areas,time clocks, locker
rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or
entertainment areas, transportation and housing facilities provided for employees which
are segregated by explicit directive or are in fact segregated on the basis or race, creed,
color, or national origin because of habit, local custom; or otherwise. The Attorneys
(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 or material 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 Employment Opportunity clause,
and that the Attorneys will retain such certifications in its files.
14. 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 or would
otherwise constitute a conflict of interest. The Attorneys anticipate representing multiple local
governmental entities in pursuing unremitted taxes. The common 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 unremitted
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 Illinois Human Rights
Act, nor shall any person be subjected to unlawful discrimination in any manner, in connection
with the contracting for or the'performance of any work or service of any kind, by, for,on behalf
of, or for the benefit of the Village. The Attorneys, or any person on the Attorneys' behalf shall
not, in any manner, discriminate against or intimidate any employee hired for the performance of
work for the benefit of the Village on account of race, color, creed, sex, religion, physical or
mental handicap unrelated to 'ability, or national origin; and there may be deducted from the
amount payable to the Attorneys by the Village, under this contract, a penalty of five dollars for
each person for each calendar day during which such person was discriminated against or
intimidated in violation of the provisions of the Public Works Employment Discrimination Act
(775 ILLS 10/0/01).
16. The Village's financial obligations under this Agreement are specific
fi ally
contingent upon the recovery by the Attorneys of unremitted taxes. No annual appropriation of
funds other than a general appropriation for legal services is required to authorize such financial
obligation until such recovery is made. This Agreement shall not constitute a debt or obligation
of the 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 Agreement, if any, the Village shall include in the
budget presented to the Village Board a proposed appropriation for the payment of the
Attorneys' fee and reimbursement of the expenses advanced.
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17. This Agreement contains all of the terms, provisions, agreements, conditions, and
covenants 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 amendments to this Agreement shall only be made in writing and by amendment to
this Agreement. The amendment shall be in contract form and shall be approved by the Village.
18. Any notice given hereunder shall be in writing and transmitted via the United
States mail, registered or certified, postage pre-paid, via overnight delivery (UPS or FedEx), or
via fax with confirmed receipt, or via email, with a confirming fax or overnight delivery
addressed to the proper party as follows:
A. If to the Village:
Village of Oak Brook
Attention: David Niemeyer,Village Manager
1200 Oak Brook Road
Oak Brook,Illinois 60523
B. If to the Attorneys:
Robert K.Finnell
The Finnell Film
1 West Fourth A venue
Suite 200
Rome, GA 30161
Mr. William Q.Bird
Bird Law Group,'P.C.
2170 Defoor Hills Road
Atlanta, GA 30318
Mr. John W. Crongeyer
Crongeyer Law Firm, P.C.,
2170 Defoor Hills Road
Atlanta, GA 30318
Mr. Thomas K. Prindable
Clifford Law Offices
120 North LaSalle Street
Chicago, IL 60602
Mr.Paul O'Grady
Peterson, Johnson&Murray Chicago, LLC
223 South Wacker Drive, 84t" Floor
Chicago, IL 60606
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Either party may change its mailing address or other contact information by giving
written notice to the other party as provided above. Whenever this Agreement requires one party
to give the other notice, such notice shall be given only in the form and to the addresses
described in this paragraph.
19, When this Agreement becomes effective, it will relate back to the day the
appointment of the Attorneys for the Village became effective. This Agreement shall terminate
upon a final judicial determination or a final settlement. This Agreement 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 payment of the reasonable value of the services rendered prior to the
date of termination. The Attorneys shall have the right, if in their sole judgment they believe
such action is necessary or appropriate, to 'withdraw as attorneys representing the Village,
without terminating this Agreement or may elect to terminate this Agreement, if the Village fails
to meet its obligations under this Agreement,refuses to cooperate with the Attorneys,refuses to
follow the legal advice provided by the Attorneys on a material matter or under any other
circumstances in which the Attorneys' professional or legal responsibilities or obligations
mandate or permit termination. The 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 do so, at the sole option of the Village
Council,all obligations under this Agreement shall continue until a successor attorney is retained
but in no event more than sixty (60) days after 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 Agreement, including
the Village's obligation to compensate the Attorneys for legal services rendered and expenses
incurred prior to the termination shall survive the termination. Provided that the Agreement has
not been terminated upon a final judicial determination or a final settlement or otherwise
terminated by the Attorneys, this Agreement maybe renewed by the Village following the
expiration of the term of the mayor upon written notice to the Attorneys.
20. 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 in writing from the other party.
21. This Agreement shall be governed by the laws of the State of Illinois.
22. The illegality or invalidity of any term or clause of this Agreement shall not affect
the validity of the remainder of this Agreement, and the Agreement shall remain in full force and
effect as if such illegal or invalid term or clause were not contained herein.
23. The waiver by either party of any breach of this Agreement shall not constitute a
waiver as to any 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 doing so. If the Village desires .advice
regarding this Agreement,it should seek independent counsel of its choice to do so.
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IN WITNESS WHEREOF the parties have executed this Agreement in Oak Brook,
Illinois,the date and year first above written.
ATT E IL AGE:
ROB RT K F VI LAGE OF OAK BROOK
By:
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K.Finn al Lalmalani,Mayor
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BIRD LAW GROUP,P.C. Attes
Charlotte Pruss,Village Clerk
By: ,.
William Q. Bird,'Managing Partner
CRONGEYER LAW FIRM, P.C.
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By:_
.j Sohn W. Crongeyer, President
CLIFFORD LAW OFFICES
By: !
omas Prindable,Managing Partner
TERS N,JO N&MURRAY CHICAGO,LLC
By:
Paul O'Gra naging Pa ner
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f
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EXHIBIT "A"
ATTORNEYS
PRIVACY NOTICE
Attorneys, life other professionals who advise on financial matters, are required by
federal law to inform their clients of their policies regarding the privacy of client information.
Attorneys have been and continue to be bound by professional standards of confidentiality that
are even more stringent than those required by federal law.
In the course of providing our clients with certain advice, the Attorneys may receive
nonpublic financial information from our clients,their accountants and other representatives. All
nonpublic information we receive regarding our clients or former 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 required by law. We may share certain
information with third parties who assist us in providing our services to our clients, as permitted
by law, subject to the obligation that these third parties not use or disclose such information for
any other purpose.
We retain records relating to professional services that we provide so that we are better
able to assist you with your professional needs and, in some cases, to comply with professional
guidelines. In order to guard our client's nonpublic information from unauthorized disclosure,we
maintain physical, electronic and procedural safeguards that comply with our professional
standards.
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EXHIBIT "B"
ATTORNEYS' CERTIFICATION
The certifications hereinafter made by Robert K. Finnell, 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 placed
by the Village of Oak Brook(the "Village") in entering into the Legal Services Agreement with
the Attorneys. The Village may terminate the Legal Services Agreement if it is later determined
that the Attorneys rendered a false or erroneous certification.
The undersigned hereby certify that the Attorneys hereby represent and warrant to the
Village that the Attorneys, and their shareholders or partners holding more than five percent
(5%)of the outstanding partnership interests and its associate attorneys are:
(A) not delinquent in the payment of taxes to the Illinois Department of Revenue in
accordance with 65 ILCS 5111-42.1-1;
(B) not barred from contracting as a result of a violation of either Section 33E-3 (bid
rigging) or 33E-4(bid-rotating) of the Criminal Code of 1961 (720 ILCS 5/33E-3 and 5/33E-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 385/2, on an educational loan, as defined in
51LCS 38511.
In addition,the Attorneys hereby represent and warrant to the Village,, that the Attorneys:
(A) will provide a drug-free workplace by:
(1) publishing a statement:
(a) notifying employees that the unlawful manufacture, distribution,
dispensation, possession, or use of a controlled substance, including
cannabis,is prohibited in the Attorneys' workplace;
(b) specifying the actions that will be taken against employees for
violations of such prohibition;
(c) notifying the employee that, as a condition of employment on such
contract,the employee will:
(i) abide by the terms of the statement; and
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(ii) 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 drug-free awareness program to inform employees
about:
(i) the dangers of drug abuse in the workplace;
(ii) Attorneys' policy of maintaining a drug-free workplace;
(iii) any available drug counseling, rehabilitation, and employee
assistance program;and
(iv) the penalties that may be imposed upon employees for drug
violations;
(3) making it a requirement to give a copy of the statement required by
subparagraph (A)(1) to each employee engaged in the performance of the
Agreement and to post the statement in a prominent place in the
workplace;
(4) notifying the Village within ten (10) 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 requiring the satisfactory participation in
a drug abuse assistance or rehabilitation program by any employee who is
so convicted, as required by 30 ILCS 580/5;
(6) assisting employees in selecting a course of action in the event
drug counseling treatment and rehabilitation is required and indicating that
a trained referral team is in place;
(7) making a good faith effort to continue to maintain a drug-free
workplace through implementation of this section.
(B) provide equal employment opportunities in accordance with the Illinois Human Rights
Act (775 ILLS 580/1 et seq.) and are in compliance with 775 ILCS 5/2-105(A)(4) requiring a
written sexual harassment policy.
(C) certify that no officer or employee of the Village that has solicited any gratuity, discount,
entertairunent, hospitality, loan, forbearance; or other tangible or intangible item having
monetary value including, but not limited to, cash, food and drink, and honoraria for speaking
engagements related to or attributable to the government employment or the official position of
the employee or officer from the Attorneys in violation of Sections 30.21 and 30.33 of the Code �
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of Oak Brook, Illinois adopted by the Village pursuant to the requirements of the State Officials
and Employees Ethics Act.
(D) have not given to any officer or employee of the Village any gratuity, discount
entertainment, hospitality, loan, forbearance, or other tangible or intangible item having
monetary value including, but not limited to, cash, food and drink, and honoraria for speaking
engagements related to or attributable to the government employment 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.
(E) are not a part of the immediate family of any officer or employee at or above the level of
department head of the Village.
(F) certify that no Village officer, spouse or dependent child of a Village officer, agent on
behalf of any Village officer or trust in which a Village officer,the spouse or dependent child of
a Village officer or a beneficiary is a holder of any interest in the Attorneys; or, if the Attorneys'
stock is traded on a nationally recognized securities market, that no Village officer, spouse or
dependent child of a Village officer, agent on behalf of any Village officer or 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, spouse or dependent
child of a Village officer, agent on behalf of any Village officer or trust in which a Village
officer,the spouse or dependent child of a Village officer or a beneficiary is a holder ofless than
one percent(1%) of such Contractor, the Attorneys have disclosed to the Village in writing the
name(s) of the holder of such interest.
(G) 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 Person (as defined in
Presidential Executive Order 13224) and that it is not acting, directly or indirectly, for or on
behalf of a Specially Designated National and Blocked Person.
(H) and its principals, shareholders, members, 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.
(1) are not acting, directly or 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 Order 13224 as a person who commits, threatens to commit, 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
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nation. C
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If any certification made by the Attorneys or term or condition in this contract changes,
the Attorneys shall notify the Village in writing within seven(7) days.
Dated: , 2013
ROBER NN
By:
obe Finn 1 ZI 4
BIRD LAW GROUP,P.C.
By:
William Q. Bird, _Managing Partner
CRONGEYER LAW FIRM,P.C.
By:
Y
�,, Jain W. Crongeyer,President
CLIFFORD LAW OFFICES
By:
Thomas Prindable,Managing Partner
P TERSON JO S N&MURRAY,LLC
Alto
By:
aul O' ra naging P rtner
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