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R-1705 - 02/13/2018 - AGREEMENTS - Resolutions RESOLUTION 2018-AG-LIT-R-1705 A RESOLUTION APPROVING AN ENGAGEMENT AGREEMENT WITH RATHJE WOODWARD, LLC AND THE VILLAGE OF OAK BROOK, ILLINOIS FOR ATTORNEY SERVICES WHEREAS, historically, litigation matters have sometimes been handled by outside legal counsel; and WHEREAS, in January 2018 the Village solicited proposals for legal services, specifically for litigation matters; and WHEREAS, after reviewing the proposals submitted to the Village, the President and Board of Trustees desire to have Rathje Woodward, LLC ("Rathje") provide litigation attorney services; and WHEREAS, the Village further desires to enter into an engagement agreement with Rathje to establish the terms and conditions of engagement for Rathje to provide litigation attorney services ("Engagement Agreement"); 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 Rathje 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 Rathje after receipt of the final Engagement Agreement fully executed by Rathje. 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 2018-AG-LIT-R-1705 Approving Litigation Attorney Agreement Page 2 of 3 APPROVED THIS 13th day of February, 2018. f i Gopal G. Lalmalani Village President PASSED THIS 13th day of February, 2018. Ayes: Trustees: Cuevas Manzo Saiyed Tiesenga Yusuf Nays: None Absent: Trustee Baar AT SY Charlotte K. Pruss Village Clerk � gggg d { Resolution 2018-AG-LIT-R-1705 Approving Litigation Attorney Agreement Page 3 of 3 EXHIBIT A AGREEMENT M RATHJE I WOODWARD LLC ® ATTORNEYS AT LAW, ESTABLISHED 1938. 300 EAST ROOSEVELT ROAD,SUITE 300 WHEATON,ILLINOIS 60187 630-668-8500 FAx:630-668-9218 kcarrara(Qrathjewoodward.com Direct:630-5104924 February 6,2018 Via Electronic Mail Delivery Only Village President Gopal Lalmalani c/o Mr. Riccardo F. Ginex Village Manager Village of Oak Brook 1200 Oak Brook Road Oak Brook, IL 60523 Re: Retainer Agreement Dear Mr. President: Pursuant to your request, this letter shall describe the fee agreement for professional services between Rathje & Woodward, LLC, and the Village of Oak Brook (collectively "you" and"your").You agree to retain Rathje&Woodward,LLC to represent you in litigation captioned as Chicago Title Land Trust Company, Trust No. I1-12497 vs. Village of Oak Brook, DuPage County 17 MR 1599(collectively the"Matter"). General Terms. This retention letter (the "Agreement") sets forth the terms of your retention of Rathje & Woodward, LLC (the "Firm") to provide legal services and constitutes an agreement between us. The Agreement sets forth our entire agreement for rendering professional services for the Matter. The Firm's Fee Structure. As you are well aware,hourly rates vary with the experience and seniority of the individuals assigned. Our attorney billing rates presently range from$275 per hour for certain associates to $575 per hour and up for certain partners. However, we are willing to reduce our hourly rates to a blended rate of$285 per hour for all partners, and$240 per hour for all associates. Likewise,we will reduce our paralegal hourly rate to$145 per hour. Lastly,we are willing to cap your litigation fees at$100,000 for the Matter. The $100,000 cap will not apply to any post judgment, appellate work or expenses. We will select the individuals best suited for the Matter,but will take your preferences into account in making such selections. We account for our time in increments of tenths of one hour (six minute intervals)for any service rendered,including,without limitation,telephone and office Village President Gopal Lalmalani February 6, 2018 Page 2 conference preparation and participation, legal research, correspondence preparation, investigations, and pleadings or documents preparation and review. There is a minimum one hour charge for any court appearance or public hearing. Our fees are determined initially on the basis of time spent by individuals assigned to provide services, at their hourly rates. While we will attempt to estimate fees to assist you in your planning if requested, such estimates are subject to change and are not binding unless otherwise expressly and unequivocally stated in writing. Expenses. Expenses related to providing services shall be included in our statements as disbursements advanced by us on your behalf. By executing this Agreement below, you are agreeing to pay for all charges in accordance with the Firm's schedule of charges, a copy of which is attached hereto,as revised from time to time. Our clients pay directly(and are solely responsible for) certain larger costs, such as consultant or expert witness fees and expenses, and outside suppliers or contractors' charges. This includes requested advances for estimated large out-of- pocket expenses. Billing Statements; Carrying Charges. Our statements for fees and expenses are typically issued monthly and, unless other arrangements are made, payment in full will be made in compliance with the Local Government Prompt Payment Act. If you have any questions concerning any statement, we ask that you raise it within fifteen days of receipt. Attorney-Client Communications. Open and honest communication is critical to the attorney-client relationship. The Firm will keep you informed of the status of this matter on a reasonable basis and agrees to reasonably cooperate with and inform any co-counsel regarding this matter. Likewise, you also must keep us informed of all matters and documents pertinent to the Matter and any and all recent developments regarding the Matter, including but not limited to timely responses to inquiries made by us. You agree to be truthful with us, to cooperate with us, to keep us fully informed of any information or developments which may come to your attention, to abide by this agreement, to pay our bills on time, and to provide us with any information or documents which may be necessary for our legal services described above. Cell Phone and E-Mail Communication. The Firm hereby informs you and you hereby acknowledge that the Firm's attorneys sometimes communicate with their clients and their clients' professionals and agents by cell telephone and email, and that such communications are capable of being intercepted by others and therefore may be deemed no longer protected by the attorney- client privilege,and that you must inform the Firm if you do not wish the Firm to discuss privileged matters on cell telephones with you or your professionals or agents. Termination. Our retention may be terminated by either of us at any time by written notice by or to you. Our representation will end at the earliest of (a) your termination of our representation, (b) our withdrawal or (c)the substantial completion of our substantive work. We Village President Gopal Lalmalani February 6, 2018 Page 3 normally do not withdraw from a representation unless the client misrepresents or fails to disclose material facts, fails to pay fees or expenses, or makes it unethical or unreasonably difficult for us to continue to represent the client, or unless other just cause exists. If permission for withdrawal is required by a court, we shall apply promptly for such permission and termination shall coincide with the court order for withdrawal. If this Agreement or our services are terminated for any reason, such termination shall be effective only to terminate our services prospectively and all the other terms of this Agreement shall survive any such termination. Upon cessation of our active involvement in a particular matter(even if we continue active involvement in other matters on your behalf),we will have no further duty to inform you of future developments or changes in law as may be relevant to such matter. Further, unless you and we mutually agree in writing to the contrary,we will have no obligation to monitor renewal or notice dates or similar deadlines which may arise from the matters for which we had been retained. File retention. All records and files will be retained and disposed of in compliance with our policy in effect from time to time. Subject to future changes, it is our current policy generally not to retain records relating to a matter for more than seven years.Upon your prior written request, we will return client records to you prior to their destruction. It is not administratively feasible for us to advise you of the closing of a matter or the disposal of records. We recommend, therefore, that you maintain your own files for reference or submit a written request for your client files promptly upon conclusion of a matter. Conflicts of Interest. In undertaking our representation of you, we want to be fair not only to your interests but also to those of our other clients. Because you are engaged in activities (and may in the future engage in additional activities) in which your interests may diverge from those of our other clients, the possibility exists that one of our clients may take positions adverse to you in a matter in which such other client may have retained us. At the present time, the Firm is unaware of any conflicts of interest between our clients with regard to the Matter. If the Firm, in its sole discretion, determines that a conflict has arisen amongst or between any of our clients, then the Firm, in its sole discretion, retains the rights to terminate its representation of you. No guarantee of success. It is impossible to provide any promise or guarantee about the outcome of the Matter or any other matter. Nothing in this Agreement or any statements by our staff or attorneys constitute a promise or guarantee. Any comments about the outcome of the Matter are simply expressions of judgment and are not binding on us. Mediation. The parties agree that with respect to any dispute between us, including without limitation, in contract and tort, based upon, arising out of or relating to the Agreement or to the relationship of the parties, our retention, our performance or failure to perform services and/or the amount of our fees or costs (including, without limitation, claims of breach of duty, Village President Gopal Lalmalani February 6, 2018 Page 4 professional negligence or malpractice), the parties will first attempt to in good faith settle the dispute by non-binding mediation in Illinois before an agreed-upon mediator from JAMS LLC. Either of us may initiate mediation by letter requesting mediation provided to the other party and JAMS LLC. Reimbursement of Expenses. Subject to the terms of this letter, you agree promptly to reimburse us for all fees and expenses, including the amount of the Firm's attorney and paralegal time at normal billing rates, as incurred by us in connection with participating in, preparing for,or responding to any action,claim,suit or proceeding brought by or against any third-party that relates to the legal services provided by us under the Agreement. Without limiting the scope of the foregoing, and by way of example only, this paragraph extends to all such fees and expenses incurred by us in responding to document subpoenas, and preparing for and testifying at depositions and trials. Miscellaneous. This Agreement is governed by Illinois law and sets forth our entire agreement for rendering professional services. It can be amended or modified only in writing and not orally or by course of conduct. This Agreement may be signed in one or more counterparts and binds each party countersigning below, whether or not any other proposed signatory ever executes it. If any provision of this Agreement or the application thereof is held invalid or unenforceable, the invalidity or unenforceability shall not affect other provisions or applications of this Agreement which can be given effect without such provisions or application, and to this end the provisions of this Agreement are declared to be severable. We are not advising you with respect to this Agreement because we would have a conflict of interest in doing so. If you wish to obtain advice, you should consult independent counsel of your choice. Please confirm your agreement with the arrangements described in this letter by signing the enclosed copy of this letter in the space provided below and returning it to us. Very truly your RATHJE W ODWAIZD, LLC i Kevin ara KMC/lp Enclosure Village President Gopal Lalmalani February 6, 2018 Page 5 CLIENT ACKNOWLEDGMENT On behalf of the Village of Oak Brook, I acknowledge that I have read, understand and accept each term and provision of the above retainer agreement, and that I have received and retained a fully executed copy.I represent and warrant that I have the requisite power and authority to enter this agreement on behalf of such entity. I hereby direct and authorize Rathje&Woodward, LLC to proceed according to all of the terms and provisions of this Agreement. Dated: February 13 , 2018 Village of Oak Brook ` By: Gopal Lalmalani, Village President Village President Gopal Lalmalani February 6, 2018 Page 6 CLIENT-REIMBURSABLE EXPENSES • Duplicating: You will not be charged for normal day-to-day copies. For document production related to litigation you will be charged 100 per page. Color copies and special copying(CDs, videotapes,velo binding,oversized copies,etc.)are charged based upon our approximate costs. • Secretarial and Word Processing- We will not charge for secretarial and word processing expenses incurred during the normal work day. • Overtime Charges: Secretarial.and word processing overtime costs are not passed on to you unless either (i) you have specifically requested the after-hours work or (ii)the nature of the work being done necessitates the overtime and such work could not have been done during normal working hours. • Travel Expenses: Not applicable. • Telephone: We do not charge for local or long distance telephone calls. • Overnight Delivery/Postage: We charge you for the actual cost of overnight and special delivery (e.g., Express Mail and FedEx) as necessary for materials sent on your behalf. • Messengers: We charge you for the actual cost of a third party vendor messenger if required. Where a Finn in-house messenger is used, we charge you the federal/state mileage reimbursement amount. • Faxes: We do not charge you for inbound faxes or outbound faxes. • Computerized Research Services: You will not be charged for computerized research services unless specifically approved in advance. • Off-Site Legal Files Storage: You will not be charged for off-site storage of files unless the storage charge is specifically approved in advance. • Court Services: We charge for our actual costs incurred in court filings and other court services or transactions. • Supplies: You will not be charged for standard office supplies. You will be charged only for special items(e.g.,exhibit tabs/indexes/dividers,binding,etc.)and then only at the Firm's actual cost. Village President Gopal Lalmalani February 6, 2018 Page 7 • Other Third Party Expenditures: Other third party expenditures (e.g., corporate document and lien searches, SEC and regulatory filings, title searches, etc.) incurred on your behalf will be passed through to you at actual cost.