R-1820 - 08/13/2019 - AGREEMENTS - Resolutions Exhibits Resolution 2019-AG-LE-EX1-R-1820
Appointing Village Attorney and Approving
an Agreement
Page 2 of 2
EXHIBIT A
AGREEMENT
OTTOSEN BRITZ KELLY COOPER GILBERT & DiNOLFO, LTD.
1804 North Naper Boulevard, Suite 350, Naperville, Illinois 60563
Phone 630.682.0085 Fax 630.682.0788 www.ottosenbritz.com
Karl R. Ottosen Direct line 630.614.7622
Attorney at Law kottosen@ottosenbritz.com
August 6, 2019
Mr. Rick Ginex
Village Manager
Village of Oak Brook
1200 Oak Brook Road
Oak Brook, IL 60523
Re: Engagement Letter for Legal Services
Dear Mr. Ginex:
The Law Firm of OTTOSEN BRITZ KELLY COOPER GILBERT & DINOLFO, LTD. is pleased to
confirm our understanding of the terms and objectives of our engagement as Labor and
Employment Counsel for the Village of Oak Brook, Illinois.
CLIENT:
The client for purposes of this Agreement will be the Village of Oak Brook (hereinafter referred
to as the "Client."),
SCOPE:
The Client does hereby retain the law firm of Ottosen Britz Kelly Cooper Gilbert & DiNolfo, Ltd.
(hereinafter referred to as the "Firm"), comprised of attorneys licensed to practice law in the
State of Illinois, to serve as the legal counsel to the Client for all legal matters and other matters
as time to time may be assigned by the Client. While serving as legal counsel, the Firm shall
represent the Client and shall be responsible to attend to all legal needs of the Client, including,
but not limited to, communications with the Client and its staff, attending meetings, preparing or
reviewing documents, conducting legal research, handling hearings, and representing the Client
in matters before administrative agencies and courts of law. The Client may agree to expand or
limit the scope of the Firm's representation of the Client in its matters from time to time. The
current scope of services and the Firm's responsibilities include the scope contained in Section
II of the Request For Proposal (RFP) issued by the Village of Oak Brook in June 2019, and the
Retention and Billing Policy for Outside Counsel, a copy of which is attached hereto and
incorporated herein by reference.
DUTIES OF THE PARTIES:
The Firm agrees to provide legal services within the standard of care of attorneys practicing law
within the State of Illinois. The Client agrees to be truthful with the Firm, to cooperate, to keep
the Firm informed of developments affecting the representation of the Client, to abide by the
Elburn 630.365.6441 ■ Mokena 708.478.4600 0 Woodstock 815.338.8011
OTTOSEN BRITZ KELLY COOPER GILBERT & DiNOLFO, LTD.
terms of this Agreement, to pay the Firm's bills on time, and to keep the Firm advised of any
change to its address and other contact information.
TERM:
This Agreement shall be in effect until terminated by either Party. Either the Client or the Firm
may terminate the Firm's engagement at any time for any reason by written notice to the other;
however, the Firm's right to terminate may be limited by the applicable provisions of the Illinois
Rules of Professional Responsibility. In the event the Firm terminates this Agreement, the Firm
will take such steps as may be reasonably practicable to protect the Client's interests. If a court
or administrative agency requires permission for withdrawal, the Firm will promptly apply for that
permission, and the Client will engage successor counsel to represent the Client.
PERSONNEL:
Karl R. Ottosen and Meganne Trela will be the principal attorneys responsible for handling the
legal services for the Client. The Firm shall have reasonable discretion to delegate portions of
the legal work and responsibilities to other attorneys and/or staff employed by the Firm. In
addition, if in the opinion of the Firm, it is necessary for the timely or proper handling of a matter,
the Firm may on behalf of the Client, with the Client's consent, retain court reporters, expert
witnesses or advisors.
FEES:
The legal fees associated with the work under this Agreement will be based on the time spent
on matters, including reasonable travel time. The monthly retainer is $10,500.00. The Firm's
hourly billing rates for non-retainer issues is $225.00 per hour for attorneys, $160.00 for law
clerks, and $150.00 for paralegal services. The Firm may adjust these billing rates from time to
time, typically on a biannual basis. The Firm will notify the Client of any such required
adjustment, and Client will be responsible for paying the rates in effect following any such
notice. No change will be made in this rate before January 1, 2020.
The minimum billing increment of time to be billed by the attorney performing services shall be
one-tenth of any hour. Communications by telephone or by e-mail shall be billed at no less than
three-tenths of an hour; written correspondence shall be billed at no less than three-tenths of an
hour.
COSTS AND EXPENSES:
In the course of providing legal services for the Client, the Firm may incur costs and expenses.
The Client agrees to pay for all costs, disbursements and expenses in addition to the hourly
fees set forth in this Agreement. Such costs and expenses may include, but are limited to, fees
fixed by law or assessed by third parties, such as public agencies (including fees imposed by
the courts or administrative agencies for such items as recording or certifying documents, and
filing fees); process servers; couriers, messengers, overnight delivery, and other delivery fees;
witnesses and expert witnesses; IME physicians and related medical testing; court reporters;
postage; document fees; and photocopying and other reproduction costs. These expenses may
also include, but are not limited to, charges for electronic legal research, transcripts, and
investigations, The Firm shall bill the Client for such costs as they are accrued or forward the
invoices for such services to the Client for direct payment to a third party.
OTTOSEN BRITZ KELLY COOPER GILBERT & DINOLFO, LTD.
BILLING:
The Firm shall submit hourly rate billings on a monthly basis. All billings shall be due and
payable in accordance with the Local Government Prompt Payment Act (50 ILCS 505/1 et seq.).
CONFLICTS:
Whenever the Firm shall report to the Client that it has a conflict of interest with respect to any
matter, the Client shall either appoint a special counsel to represent the Client at its expense in
connection with such matter, or waive the conflict and direct the Firm to represent the Client
notwithstanding the conflict. Any waiver of a conflict, or possibility of conflict, or appearance of
conflict shall be made by and with the approval of the Board. However, it shall not constitute a
breach of this Agreement for the Firm to decline to represent the Client on any matter which the
Firm has a conflict of interest which cannot be waived under the applicable standards of legal
ethics, the Code of Professional Responsibility adopted by the Illinois Supreme Court, or rules
of any court in which the matter may be pending, and which the Firm cannot eliminate or avoid
at such time.
ACKNOWLEDGEMENT:
This Agreement sets out the entire agreement and understanding between the Client and the
Firm with respect to the representation and supersedes and cancels any prior communications,
understandings and agreements, both written and verbal, between the parties with respect to
this Agreement.
Please indicate your acceptance of the above understanding and terms of this Agreement by
signing below. The Firm appreciates the opportunity to provide legal services to the Village of
Oak Brook, Illinois and looks forward to working with you.
Very truly yours,
OTTOSEN BRITZ KELLY COOPER GILBERT& DINOLFO, LTD.
ta P, ,
Karl R. Ottosen
TERMS OF ENGAGEMENT LETTER APPROVED: This Legal Services Engagement Letter
correctly sets forth the understanding of the Village of Oak Brook, Illinois.
Date: J
By:
Print: &0106A I IMA ( q X1.1
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