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2019 Village Attorney Revised VILLAGE OF OAK BROOK REQUEST FOR PROPOSAL VILLAGE ATTORNEY June 2019 Please mail all responses to: Rania Serences Senior Purchasing Assistant Village of Oak Brook 1200 Oak Brook Road Oak Brook, IL 60523 Page 2 SECTION I: OVERVIEW The Village of Oak Brook is seeking proposals from qualified attorneys licensed in the State of Illinois to practice law as prospective candidates for appointment as Village Attorney (“Services”). The selected Proposer will be invited to enter into an agreement with the Village, in a form to be provided by the Village (“Agreement”), to provide the Services in accordance with the Project Scope section of this RFP and the attached Retention and Billing Policy for Outside Counsel (Attachment A) . The Village Board of Trustees (“Village Board”) has the ultimate authority to approve any proposal and to authorize execution of the negotiated Agreement. This request for proposals is not required under Village ordinance (2000 Code, Ord. G-766, 11-9-2004). It is not nor should it be considered a request for a proposal or offer to enter into a professional service or employment contract with the Village. As such, the Village President is not required to observe the bidding or proposal procedures prescribed for the awarding of formal contracts. The Village reserves the right to reject any or all proposals, waive or not to waive any irregularities therein and to accept the proposal(s) considered to be in the best interest of the Village. SECTION II: PROJECT DESCRIPTION Scope of Services Retainer: The specific responsibilities and tasks of the Village Attorney for the Village of Oak Brook include: 1. Serve as general counsel to the Village, including the Village Board, all other Village boards and commissions, including all fire and police pension boards or any bodies related in any way to public safety, of the Village. 2. Represent the Village in all general corporate legal matters, ensure Village compliance with the requirements of FOIA, the Open Meetings Act and gift ban and conflict of interest laws, and serve as the Village’s parliamentarian. 3. Advise elected and appointed officials, and Village staff on legal matters affecting the Village, including preparing written legal opinions at the request of the Village Board, Village President or Village Manager. 4. Provide the Village Board, Village President and Village Manager a legal perspective and advice on various governmental issues. 5. Prepare ordinances, resolutions and intergovernmental agreements and related agenda material for action by the Village Board; review routine ordinances and resolutions prepared by operating departments. 6. Maintaining a physical office presence at Village Hall on Mondays each week before the Board Meeting, and be readily available for contact by phone and e- mail at other times as needed. Page 3 7. Attend regular and special meetings of the Village Board as needed. Regular Meetings of the Village Board occur on the second and fourth Tuesdays of every month at 7:00 p.m. 8. As required and requested by the Village Manager, attend the bi-weekly staff meeting of the Village Manager and Department Heads, held on the Monday the week before each Board Meeting at 10:00 a.m. at Village Hall. 9. Working with the Village Manager, establish efficient processes and train staff related to the production of routine work that requires the Attorney’s time. Examples include routine agreements and land use matters. 10. Review all contracts and agreements entered into by the Village, and assist with preparation of requests for proposals and bid specifications as needed. 11. Represent the Local Liquor Control Commissioner and Commission. 12. Represent the Village in all legal matters related to public utilities, including agreements with cable providers, Nicor Gas, Com Ed, Telecommunications, etc. 13. Provide legal counsel on matters regarding Special Events, including Polo and Taste of Oak Brook, and the Sports Core. 14. Keep the Village’s elected and appointed officials, Village Manager and staff regularly apprised of new county, state and federal legislation which will or may affect Village operations. 15. Provide legal counsel on personnel matters other than union and collective bargaining matters. 16. Provide annual ethics training for the Village and staff to ensure compliance with state law. 17. Provide oversight of outside counsel legal expenses in an effort to assist staff with insight and perspective of charges for legal services and the management of cases. 18. Advise and work with the Department of Community Development and the Village Manager on land use, zoning and development matters, including attendance at Plan Commission and Zoning Board of Appeals meetings, as necessary. Retainer does not include such matters as special use permits, planned developments, and subdivisions for which the Village’s legal fees are reimbursed (“Reimbursables”) by the applicant (“Applicant”). In the event the firm does not properly prepare and invoice Reimbursables to an Applicant in coordination with the Village Manager, Development Director or Director of Finance, the firm will forfeit any claim or argument to use unpaid Reimbursables as the basis for any request for an increased retainer amount. 19. Monitor and advise Village on status of pending litigation. Perform other legal services and tasks, as assigned by the Village Manager or Village Board. Scope of Services Non-Retainer: The following areas are not part of the Village Attorney’s general counsel responsibilities and are not included in the retainer: 1. General Liability and Property Damage claims* 2. Workers Compensation* 3. Labor Negotiations* 4. Prosecution Services* Page 4 5. Administrative Hearing Process* 6. Litigation 7. Bond Issues *The Village retains special counsel for these services. SECTION III: SUBMITTAL REQUIREMENTS The Village reserves the right to reject any or all proposals, waive or not to waive any irregularities therein and to accept the Proposal considered to be in the best interest of the Village. The proposal should contain, without limitation, the following information at a minimum: 1. A statement of interest identifying why the individual or firm is interested in the position, and why the individual or firm believes he/she or the firm is qualified to perform the duties as outlined, and a description of the performance style which will be exhibited by the individual or firm if chosen. 2. The name and resume of the person or firm who will serve as Village Attorney. The Village Attorney is generally required to attend all Village Board meetings and to be the principal point of contact for all matters handled by the Village Attorney. 3. The resumes of each other attorney in the firm who would work on behalf of the Village and the role each would perform. 4. A written assessment of the individual’s or firm’s capacity to take on the role of Village Attorney for the Village Oak Brook with their current client and work load. 5. A summary describing the firm and the nature of the firm’s previous and current work experience with municipal clients. 6. A list of municipal and governmental clients, including the primary contacts at each client and the type of service provided, i.e. general legal counsel or a specific task/assignment. 7. A statement describing any existing or potential conflicts of interest that might affect the individual’s or firm’s ability to represent the Village. 8. A detailed fee proposal committing to an exact monthly retainer amount as a fixed price proposal, and also including a description of the firm’s billing conventions and the items to be included under the retainer and as set forth in Section II of this RFP. Proposals should also include the hourly rates for partners, associates and paralegals that will be charged for those items that are outside of the retainer, and the precise rates charged, if any, for copying, on-line research, paralegals and support staff. Out of pocket expenses shall not be included in the retainer. The proposal should also confirm that travel time will not be billed to the Village, whether for retainer matters or non-retainer matters. Our current Firm has spent approximately between 50-80 hours per month working on Village business. The hours included an extraordinary amount of zoning and development matters that may not continue at the same rate in the future. 9. The proposal should also confirm that the individual or firm will provide the Village with sufficiently detailed information on a monthly basis necessary to do Page 5 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. 10. The proposal should also confirm that the firm agrees to comply with the Village’s protocols for outside legal counsel, as attached to this RFP. 11. A list of at least five client references for whom the individual’s or firm’s members have provided legal services. At least three of these references will be specifically related to the person that is proposed to serve as Village Attorney under the proposal. 12. Any exceptions taken to this Request for Proposals shall be clearly identified. SECTION IV: EVALUATION OF PROPOSALS The Village staff will evaluate all properly submitted proposals. Properly submitted proposals will be graded and ranked based on their responsiveness to this RFP, the total cost of the Services, the Proposer’s experience, the Proposer’s ability to complete the Services within the specified deadlines, and the factors listed in Section 1-7-4 of the Village Code of the Village of Oak Brook, Illinois. The Village may conduct interviews with Proposers, as it deems advisable. The Village will then select its preferred Proposer, with whom an Agreement, on a form to be provided by the Village, will be negotiated. The Village Board has the ultimate authority to approve any proposal and to authorize execution of the negotiated Agreement. The Village reserves the right to make clarifications, corrections, or changes in this RFP at any time prior to the deadline for the submission of proposals. All Proposers or prospective Proposers that register with the Village prior to the deadline for the submission of proposals will be informed of said clarifications, corrections, or changes. To register, Proposers must email their contact information to Rania Serences at rserences@oak-brook.org. SECTION V: SUBMITTAL PROCEDURES A. Questions and Clarifications. All questions regarding this RFP should be directed in writing to Riccardo F. Ginex, Village Manager, rginex@oak-brook.org. Questions will be accepted until 12:00 p.m. CST on Monday, July 1, 2019. All questions and responses will be compiled and submitted to all Proposers electronically in one general response memorandum by Monday, July 8, 2019. In order to enable the Village to equitably respond to requestor questions, the Village requests that prospective Proposers register in advance with the Village via e-mail at rserences@oak-brook.org. B. RFP Submittals. All proposals shall be submitted in a sealed envelope on or before the time stated and shall bear the name of the individual, firm, or corporation submitting the proposal. Eight (8) copies of the proposal must be submitted to: Rania Serences Page 6 Senior Purchasing Assistant Village of Oak Brook 1200 Oak Brook Road Oak Brook, IL 60523 Proposals must be received no later than 3:00 p.m. CST on Monday, July 15, 2019. Proposals will not be opened publically. Proposals submitted after this time will not be opened. No oral, telephone, e-mail or facsimile proposals will be considered. C. Standard Terms and Conditions. Proposals submitted are offers only. Issuance of this RFP does not obligate the Village to pay any costs incurred by a Proposer. A Proposer may withdraw its proposal, either personally or by written request, at any time prior to the scheduled deadline for submittals. No proposal shall be withdrawn for 90 days after the date set for opening proposals. Proposals shall be subject to acceptance during this period. The Village reserves the right to accept the proposal that is, in its sole judgment, the best and most favorable to the interests of the Village and to the public; to reject the low price proposal; to accept any item of any proposal; to reject any and all proposals; and to waive irregularities and informalities in any proposal submitted or in the RFP process; provided, however, that the waiver of any prior defect or informality shall not be considered a waiver of any future or similar defect or informality. Proposers should not rely upon, or anticipate, such waivers in submitting their proposal. The Village reserves the right to negotiate specifications, terms, and conditions which may be necessary or appropriate to the accomplishment of the purpose of the RFP. The Village may require that a proposal be made as part of the resulting contract. SECTION VI: ANTICIPATED PROJECT TIMELINE • RFP Released June 25, 2019 • Questions Due July, 1, 2019 • Issuance of Responses to Questions July 8, 2019 • RFP Due Date July 15, 2019 • Selection of Proposer August 13, 2019 • Approval of Agreement August 13, 2019 Page 7 ATTACHMENT A Page 8 VILLAGE OF OAK BROOK RETENTION AND BILLING POLICY FOR OUTSIDE COUNSEL Last revised September 11, 2015 1 INDEX 1. RETENTION 2. ELECTRONIC BILLING 3. CONFLICTS OF INTEREST 4. ATTORNEY CONDUCT, STANDARDS REPORTING 5. INSURANCE OF COVERAGE 6. STAFFING 7. STRATEGY AND BUDGET 8. RETENTION OF OTHER PROFESSIONAL SERVICES 9. CONFIDENTIALITY AND MEDIA CONTACT 10. WORK PRODUCT 11. CONSTANT COMMUNICATION IN LITIGATION 12. APPEALS AND SETTLEMENTS 13. WAIVER OF ATTORNEYS’ LIEN 14. FEES 15. EXPENSES 16. BILLING 17. AUDIT RIGHTS 18. RECORD RETENTION 2 1. RETENTION This Retention and Billing Policy for Outside Counsel (this “Policy”) is applicable to all engagements by authorized representatives of t he Village of Oak Brook (“VOB”) (“VOB”) of any attorneys and firms as outside counsel (“Outside Counsel”) representing VOB. Upon VOB’ request, Outside Counsel will execute an engagement letter with VOB, which may identify lead attorneys in Outside Counsel’s firm, specific attorneys authorized to work on the matter, applicable hourly rates and such other information as VOB may require. At all times, this Policy and VOB’ engagement letter (if any) will supersede any engagement letters provided to VOB by Outside Counsel. By agreeing to represent VOB, Outside Counsel agrees to conduct the representation consistent with this Policy. A copy of this Policy should be provided to all attorneys, paralegals and preparers of invoices involved in the engagement before any work begins. Any waiver from this Policy must be in writing and signed by VOB. In selecting and evaluating Outside Counsel, VOB strives to obtain high quality legal representation that produces the best possible results, and use legal resources in the most efficient and cost-effective manner. Controlling costs is a high priority and VOB expects Outside Counsel to use best efforts in assisting VOB to achieve this objective. 2. ELECTRONIC BILLING Unless otherwise directed, Outside Counsel shall be required to participate in the VOB’ electronic billing program (including submitting invoices and/or accepting payments electronically or in such manner or format as may be required by VOB) at no additional cost to VOB. 3. CONFLICTS OF INTEREST Outside Counsel shall undertake a thorough search for actual and/or potential conflicts of interest immediately after being contacted to represent VOB in a matter. The conflicts check should encompass all lawyers and offices of Outside Counsel. Any and all conflicts must be disclosed to the VOB Representative handling the matter at the time of the engagement or as soon as each conflict becomes known. The firm shall not undertake or continue any representation of VOB until the conflict has been addressed with the VOB Representative, and either resolved or expressly waived, in writing, by VOB. Having undertaken representation of VOB, Outside Counsel should avoid any subsequent conflicts, except to the extent any such conflict has been addressed in accordance with this Policy. As a matter of policy, VOB does not grant prospective conflict of interest waivers. 4. ATTORNEY CONDUCT STANDARDS; REPORTING During the course of Outside Counsel’s representation of VOB, Outside Counsel may have access to information regarding VOB and its operations. If Outside Counsel should discover evidence of material violations of the law by VOB or its officers, directors, employees or other individuals or entities acting on VOB’ behalf, Outside Counsel agrees to notify promptly VOB' Chief Legal Officer. 3 5. INSURANCE COVERAGE Throughout the term of each engagement and the applicable statute of limitations, Outside Counsel shall maintain, at its sole cost and expense, Professional Liability coverage with limits of at least three million dollars ($3,000,000) covering Errors and Omissions of Outside Counsel and its subcontractors in providing or failing to provide the services, effective at all locations where Outside Counsel may perform any services for VOB. 6. STAFFING At the outset of each engagement, Outside Counsel and the VOB Representative will discuss how the matter will be staffed and agree on the applicable billing rates. The level of attorney and paralegal staffing must be both reasonable and necessary for the complexity of the matter. The VOB Representative will evaluate the degree to which internal VOB resources may be used to meet the project’s requirements, including legal research, organization of files, depositions and witness interviews. Only one (1) partner, one (1) associate and one (1) paralegal may work on a matter, unless otherwise authorized in advance by the VOB Representative. VOB reserves the right to make ultimate staffing decisions to ensure that the staffing is optimal and may evaluate staffing and request changes to it on an on-going basis. Outside Counsel is expected to make every effort to provide continuity in staffing and assign the appropriate level of legal talent to a matter. If it becomes necessary to replace an attorney or paralegal working on a matter, any time spent to bring the replacement “up to speed” should not be included in the billing. VOB will not pay for: • duplication caused by the firm’s staffing decisions; • staffing inefficiencies caused by the unavailability of personnel; • more than two (2) hours of time related to any status hearing in pending litigation; • more than one (1) attendee at any deposition, meeting or hearing in all litigation matters, or more attendees than necessary at any meeting involving non-litigation matters; or summer associate or intern time. 7. STRATEGY AND BUDGET VOB and Outside Counsel will work on formulating a strategy at the outset of each matter. With respect to actual or potential litigation or disputes, upon VOB’ request, Outside Counsel will prepare a written case analysis and strategy evaluation. The strategy should identify any alternative means of disposing of the matter. Additionally, upon VOB’ request, Outside Counsel must promptly submit a budget, estimating fees and costs and including any such additional information as VOB may require. At a minimum, the budget will include principal assumptions, identify specific phases and their cost, and specify applicable billing rates (consistent with the FEES Section below). No rate increases after the initial engagement will be made without explicit advance approval by VOB. 4 8. RETENTION OF OTHER PROFESSIONAL SERVICES VOB must pre-approve retention of any third-party service providers, including associate or local counsel, printers, accountants, consultants, experts and providers of forensic or other services, including document handling services. All local counsel retained by Outside Counsel should receive a copy of this Policy and comply with it. VOB retains the right to retain directly any such third-party providers or direct Outside Counsel to retain such service providers as VOB may designate from time to time. If consistent with an approved budget, Outside Counsel will pay all applicable third-party provider fees. In all other cases, Outside Counsel must bill VOB for all third-party provider services, with no mark-up, by submitting invoices to VOB for approval and payment consistent with this Policy. 9. CONFIDENTIALITY AND MEDIA CONTACT Outside Counsel must treat all VOB’ matters confidentially in all respects and refer all media inquiries to VOB, unless otherwise specifically authorized in advance by the VOB Representative. Outside counsel may not use VOB’ name or describe VOB’ matters in any identifiable way in marketing materials or public statements without VOB’ prior written consent. 10. WORK PRODUCT Where appropriate, Outside Counsel should forward all pleadings and any other substantive work product to VOB early enough to enable consideration, comment and approval. Outside Counsel will provide all communications and documentation in connection with each engagement in electronic form, unless the VOB Representative requests a different format. Specifically, Outside Counsel will provide the VOB Representative with an electronic copy of all final and complete memoranda, pleadings and other substantive work product. Outside Counsel is responsible for ensuring that its electronic communications with VOB are transmitted in a secure manner at all times. 11. CONSTANT COMMUNICATION IN LITIGATION One of Outside Counsel’s highest priorities should be to understand VOB’ strategic position and objectives with respect to a litigation matter. By continuously keeping the VOB Representative informed about all significant case developments (not just settlement offers or demands), Outside Counsel can ensure that it is taking positions that are consistent with VOB’ strategic position and objectives. Outside Counsel should notify the VOB Representative as soon as significant dates (e.g., trial date, settlement conference) are set in a litigation matter. VOB may wish to have Outside Counsel and the VOB Representative(s) present and will need advance notice to schedule. It also may be critical to VOB for planning, public disclosure or other purposes to know the anticipated timing of key events in litigation. 12. APPEALS AND SETTLEMENTS Without the pre-approval of the VOB Representative, Outside Counsel may not appeal an adverse judgment or file a response to an appeal taken by another party. In all events, however, Outside Counsel should protect VOB’ appeal rights pending a decision by VOB. 5 Outside Counsel should identify settlement possibilities before extensive discovery or other costly activity and report all settlement offers and demands to the VOB Representative immediately. Outside Counsel may not, however, enter into any settlement discussions or any final settlement without the approval of VOB. 13. WAIVER OF ATTORNEYS’ LIEN Handling of a matter by Outside Counsel engaged by VOB will constitute a waiver by Outside Counsel of any lien on files and documents relating to the matter, whether any such document was provided by VOB or a third party or provided by or created by Outside Counsel and on any amounts of money and property Outside Counsel may receive for VOB in connection with the matter. Upon request, Outside Counsel will provide immediately to VOB the file, documents, funds or property relating to the matter notwithstanding any unpaid invoices or other amounts owed to or claimed by Outside Counsel. Providing these items upon request will not constitute a waiver of any claim Outside Counsel might have for amounts owed to Outside Counsel in accordance with this Policy. 14. FEES To the extent that VOB is charged for services at hourly rates, VOB must agree to such rates in advance. The rates charged VOB shall be no higher than those which Outside Counsel charges its most favored client in comparable circumstances. Outside Counsel must promptly make all adjustments to hourly rates to comply with this requirement. VOB will not pay unreasonable fees, and will not pay any fees for: • any hourly rate exceeding $325 per hour for a partner, and $200 per hour for an associate; • preparing invoices/billing inquiries/budgets/accruals; • preparing auditor responses; • unless necessary for effective case management, routine detailed summarizing of depositions and documents, including summarizing and digesting of depositions before trial is imminent; • any administrative or clerical work (e.g., filing, file indexing, document stamping, secretarial or librarian work performed by any staff member of the firm, including secretarial staff, librarians or paralegals); • secretarial work performed by paralegals, or paralegal work performed by attorneys; • excessive review, proofing, editing of memoranda, motions, etc.; • review or organization of the file; • research (including computerized research), unless approved in advance by the VOB Representative, with the research results provided to VOB; • research previously performed for other matters (only the initial matter may be billed for the research); • reviewing/analyzing conflicts; • training time; • more than one (1) attendee at any deposition, meeting or hearing in all matters involving litigation, or more attendees than necessary at any meeting involving all other matters; • brief routine assistance (including requests for information about judges, general local procedures and obtaining work previously prepared by the firm); • tasks performed more than 60 days from the date of the invoice, unless otherwise preapproved by the VOB Representative (as explained in more detail in BILLING below); • staff overtime; • duplication caused by the firm’s staffing decisions; 6 • staffing inefficiencies caused by the unavailability of personnel; or • summer associate or intern time. 15. EXPENSES Unless otherwise agreed, VOB will reimburse Outside Counsel for reasonable and necessary expenses and disbursements incurred on its behalf at actual cost (i.e., without markup over actual out-of-pocket cost). All bills must contain a summary of charges for each expense totaled by category. In general, VOB considers all but a few types of expenses (e.g., certain travel expenses as provided below) part of Outside Counsel’s overhead and already covered in the hourly rate or fixed fee. VOB will reimburse Outside Counsel for reasonable and necessary travel expenses, including coach airfare, hotel, car rental and meals, as may be reasonable under the circumstances and approved in advance by the VOB Representative handling the matter. Reimbursement rates for personal auto mileage (outside a 25 mile radius) will be at the prevailing VOB approved rate. VOB will not pay for: • unreasonable use of air freight/courier/messengers; • processing of third party invoices; • overhead, including but not limited to: rent, equipment rental, utilities, computer equipment, software, reporters, books/periodicals, seminars, office supplies, postage, word processing or other computer charges (including computerized legal research vendor charges), faxes, non- attorney/non-paralegal staff (such as library staff), secretarial services, routine photocopying or printing (except in unusual circumstances, such as a formal document production, patent file histories, large quantities of documents needed for litigation and if preapproved in writing by the VOB Representative), telephone calls (local and long distance), date stamping, calendaring, making travel arrangements, opening/closing matters, managing clerical work, meals, taxi or car service, continuing legal education or any disbursement associated with client development; or • travel time, except to the extent VOB work is performed en route and so indicated in time entry, and except for pre-approved travel expenses as set forth in the preceding paragraph. 7 16. BILLING A statement for services rendered and disbursements incurred shall be submitted monthly, unless Outside Counsel is directed otherwise. All invoices are subject to review and approval by VOB prior to final payment, which will be made either on a monthly or a quarterly basis, unless a different arrangement is made. Outside Counsel should apply all amounts received from VOB to the referenced invoices only. Invoices shall, as appropriate, separately break out sub-invoices that can be allocated to zoning/development applicants (“Applicants”) as additional costs of applications, as permitted by Ordinance or requested by the Village Manager, Development Director or Director of Finance. Any payments made by any such Applicants shall be credited (i) first, against the firm’s incurred but unbilled time in excess of the monthly retainer amount; and (ii) second, if any, against any amount of the monthly retainer amount otherwise payable by VOB. One of VOB’ priorities is to ensure that Outside Counsel’s invoices provide an accurate reflection of actual activities for each particular matter on a monthly basis. To achieve this objective, each invoice submitted must only include those services and disbursements incurred in a specific month. VOB will not accept any invoice for services that were performed more than 60 days prior to the date of the invoice or invoices that span multiple months. The submission of invoices that do not meet these requirements causes unacceptable distortions in VOB’ budgeting and accounting process. In addition, Outside Counsel must submit all invoices no later than 60 days after rendering final services for each matter. VOB reserves the right to reject any invoice that fails to conform to these instructions or this Policy. Unless otherwise directed in connection with VOB’ electronic billing program, each such statement shall set forth: • the VOB contact, case or matter name and (if applicable) claim or file number; • the billing period involved; • the firm’s address and FEIN; • a detailed description of each task performed in single-activity time entries, including the date it was performed and who performed it, their rate, the time expended and charged for each task. • billing in .1 hour increments (activities taking less than .1 hour should not be billed); • for fees or expenses requiring pre-approval, the name of the authorizer, and for expenses, a detailed itemization of each expense; • a summary showing the name, rate, total hours/charges, rank (e.g., partner, associate) of each staff member billing and total savings from discounts during (a) that period and (b) the life of the matter; and • if a budget has been required, the budget for the matter and the amount remaining in the budget after payment of all bills. Generic descriptions such as the following are not acceptable for billing purposes: attention to matter motion work review case and issues work on project or case conference pleadings review correspondence work on file arrangements prepare for meeting telephone call work on discovery discovery receive/review documents trial preparation research 8 meeting analysis update strategy. If requested by the VOB Representative, Outside Counsel is required to submit, by matter, an estimate of all services and disbursements to be billed for a given month, which will include the total amount of services and disbursements to be invoiced and such other additional information as the VOB Representative may specify. 17. AUDIT RIGHTS VOB may review and audit back-up documentation for each engagement of Outside Counsel, including supporting time sheets. 18. RECORD RETENTION Outside Counsel should retain all records pertaining to its engagements by VOB for a minimum time period of three years from final billing and VOB must pre-approve any destruction of such records. All billing statements must be in accordance with this Policy in order to be processed for payment. Any questions concerning this Policy should be addressed to the VOB Representative. VOB reserves the right to amend this Policy at any time. * * Page 1 Acknowledgement Form I have read, understand and will adhere to the Retention and Billing Policy for Outside Counsel. [Lead Counsel’s Name] [Firm’s Name] [Signature] [Date]