R-2011 - 04/12/2022 - POLICE DEPT. - Resolutions Exhibits March 31, 2021
Mr. Terry A. Mee
835 N. Summit Street
Wheaton, Illinois 60187
Re: APPOINTMENT AS INTERIM POLICE CHIEF
Dear Chief Mee:
As you have discussed with representatives of the Village of Oak Brook, the purpose of this
letter agreement("Agreement') is to formalize your appointment by the Village as Interim Police
Chief for the Village. This Agreement includes the background and the terms and conditions of
this appointment. Please review this Agreement and sign below to confirm your agreement.
A. Back rg o
The President and Board of Trustees of the Village are conducting a search for a Police Chief to
replace the Chief who retired in January. During the search, the Village desires to hire you
temporarily to provide services as Interim Police Chief for the Village ("Interim Chief). You
have accepted that position on the terms stated in this Agreement ("Terms"), and the Village has
determined it is in the best interests of the Village and its residents for you to serve as Interim
Chief in accordance with the Terms, which include among other things a fair, equitable, and
orderly expiration of your service as Interim Chief.
B. Position; Duties
Beginning on April 1, 2022, you will work as Interim Chief as an independent contractor and not
an employee, and you will perform all reasonable duties and activities commonly associated with
the Interim Police Chief, including without limitation the direction, supervision, and
administration of the Oak Brook Police Department, identify and mentor staff for succession
planning, analyze department operations and other duties as may be established by the Village
from time to time. You will engage in all typical Village activities and will perform other proper
tasks as may be assigned to you by the Village Manager. All duties, activities, and other assigned
activities and tasks will be consistent with your background,training, and qualifications and will
be within the range of tasks normally considered incidental to or implied for a Police Chief. You
will report to the Village Manager and, along with the Village Manager, you will keep the
President and Board of Trustees informed of your activities. While serving in as Interim Chief,
you will prepare a monthly report regarding your activities and the activities of the Police
Department. The position will also serve as a subject matter expert to assist with and participate
in the permanent Police Chief selection process.
Agreement for Interim Police Chief
March 31, 2022
pg. 2
C. Conditions
1. Conflicts of Interest. You must not engage in any outside interest or income-
producing endeavor that would constitute a conflict of interest under any applicable federal, State
of Illinois, or local statute, law, code, ordinance, or regulation.
2. Abide By Policies and Laws. You will abide by all legal and proper policies of the
Village or related to the Village, and fully comply with and obey all laws.
3. Indemnification; Liability Coverage. The Village will indemnify and hold you
harmless, and defend you, from and against any and all claims, actions, suits, damages,
liabilities, losses, payments, and expenses of all kinds incurred by or imposed against you,
arising out of or in any way related to any act or failure to act by you which arise directly or
indirectly out of or in connection in any way with your performance of the services under the
Terms, provided that your actions or conduct giving rise to any litigation or dispute were within
the scope of your duties as Interim Chief, but specifically not including any claims that arise
from any willful or wanton act or failure to act on your part. The Village will also provide
Workers Compensation coverage if you are eligible for benefits under the Illinois Workers
Compensation Act. The Village's obligations hereunder, however, are defined by and limited to
the coverage limits maintained by the Village from time to time through any insurance policy or
self-insurance or pooled risk management program.
4. No Obli atg ion. The Village and you acknowledge and agree that the Village is
under no obligation under this Agreement or otherwise to negotiate or enter into any other
agreement with you, including an agreement to employ you as the Interim Chief or replacement
Police Chief.
5. Status. You understood and agree that you are an independent contractor and not
an employee, agent,joint venturer, or partner of the Village. As an independent contractor, you
are not entitled to participate in any benefits or benefit plans, including without limitation any
insurance plans, workers' compensation benefits, short term, and long term disability benefits,
pension plans, profit-sharing plans, and stock option plans that may be offered by the Village to
its employees. You acknowledge that by providing the services under this Agreement you are
not employed in active service by the Village, you are not making any contributions under the
Illinois Pension Code, and you are not entitled to any benefits from the Village.
6. Confidentiality. You recognize and acknowledge that the Village's non-public
methods of operation, privileged communications, non-public Police department information,
and any other information from time to time designated as confidential as the foregoing may
exist from time to time (hereinafter collectively referred to as "confidential information") must
be kept confidential. You further recognize and acknowledge that access to and knowledge of
some confidential information by you may from time to time be essential. Accordingly, you
agree that absent Village approval, you will not, in whole or in part, disclose any confidential
information to any person, firm, corporation, association, partnership, or other entity for any
reason or purpose whatsoever.
Agreement for Interim Police Chief
March 31, 2022
pg. 3
D. Commencement; Term; Related Elements
1. Commencement and Term. This Agreement, and your services, commence on
April 1, 2022, and expire on July 1, 2022, or an earlier or later date determined by the Village
("Term"). The Village will give you notice not less than 21 days prior to the expiration of the
Term. You and the Village may agree to adjust the Term.
2. Termination; No Property Right,The Village Manager may terminate your
services and this Agreement at any time, for any reason or no reason, upon notice to you not less
than seven days prior to the date of termination. The Village can terminate you with less than
seven days' notice provided it pays you for the difference in fees (pro-rata per day)between the
seven days and the actual advance notice provided.
3. No Creation of Employ Nothing in this Agreement can or will create any
employment or property right in you or other right to a continuation of your position with the
Village and no act of any Village officer, official, or legal representative can or will create any
employment or property right or any other right unless specifically ratified in writing by the
Village Manager.
4. Resignation. Nothing in this Agreement prevents, limits, or otherwise interferes
with your right to terminate this Agreement at any time, subject only to notice by you to the
Village not less than 14 days prior to the date of termination.
5. Termination If Death. If you die or become permanently disabled,then this
Agreement will terminate automatically and without any liability of the Village to you or your
estate.
E. Fee for Services
1. Fees; Work Week. The Village will pay you at a rate of$11,000 for each month
you serve as Interim Chief("Salary"). Your workweek is defined as normal Village business
hours Monday through Friday excluding holidays but including evening meetings of the Board
of Trustees and Board of Fire and Police Commission at which your attendance is requested by
the Village Manager, emergencies where it would be prudent or usual for a Police Chief to report
for duty, and similar circumstances. The monthly fee will be prorated for any partial week of
service (due to vacation, illness, etc.) based on an assumed 40-hour workweek. The fee paid to
the Interim Chief stated above is separate and apart from the 10%placement and administrative
fee paid to the Illinois Association of Chiefs of Police by separate invoice. Said fee is payable
per month, prorated for any partial-month or payment received by the Interim Chief.
2. No Other Compensation; Payment of Taxes and Benefits. You agree to waive and
release any claim for, or right to, additional fees or other compensation. You are solely
responsible as an independent contractor for all taxes associated with each payment and no taxes
will be withheld from the payments made to you under this Agreement. You, to the full extent
permitted by law, decline, reject, and waive all rights, if any, to any employee benefits now or
Agreement for Interim Police Chief
March 31, 2022
pg. 4
hereafter offered by the Village or required by law to be provided by the Village to any of the
Village's employees, even if you are determined or adjudged to be a common or statutory law
employee of the Village for any purpose. The employee benefits to which this waiver,
declination, and rejection apply include, but are not limited to, the following benefits which may
currently, or hereafter, be offered by the Village, under any agreement, plan, program, law,
arrangement, or otherwise: health, sickness, accident, dental, life, disability and accidental death
and dismemberment coverage, whether insured or self-insured, disability (including PEDA and
PSEBA benefits), severance, death benefits, vacation and other paid time off, child care, tuition
benefits, expenses (other than those set forth in this Agreement), cafeteria plans, pension, 457
plan, all other types of retirement plans or programs, and incentive or bonus compensation plans
or programs.
3. Car and Uniforms. The Village will provide you uniforms and a Village car
during the Agreement. You must return the uniforms and a Village car as of the expiration or
termination of this Agreement in the same condition as when you received them, with ordinary
wear and tear excepted.
4. Benefits. You acknowledge and agree that you will not receive any benefits, other
compensation, or reimbursements other than as specifically provided for in this Agreement or
required by law. You also acknowledge and agree that you are not entitled to participate in any
benefits or benefit plans, including without limitation any insurance plans, short-term or long-
term disability benefits, death benefits, vacation benefits, sick pay benefits, or pension plans that
may be offered by the Village to its employees or provided under the law for Village employees.
F. General Provisions.
1. Notices. Any notice required pursuant to this Agreement must be in writing and must be
delivered to the Village Hall if intended for the Village Manager or to the Police Department or
your residential address if intended for the Interim Chief.
2. Reimbursements. You will be reimbursed for actual, documented, Village related
business expenses incurred during the course of this Agreement as provided for by Village
procedures.
3. Entire Agreement. This Agreement is the entire understanding of the Village and you
with respect to your services as Interim Chief, and the Agreement supersedes all prior written
and oral agreements and understandings.
4. Amendments. No amendments, changes, modifications, alterations, or waivers of any
provision of this Agreement are valid unless made in writing and signed by the parties thereto.
5. Assignment. This Agreement is personal to you and you may not assign this Agreement
or any element of it without the written consent of the Village Manager.
Agreement for Interim Police Chief
March 31, 2022
pg. 5
6. Governing Law. The execution, validity, construction, interpretation, performance, and
enforcement of this Agreement is governed by the laws of the State of Illinois.
7. Severability. If any provision of this Agreement is held unconstitutional, illegal, invalid,
or unenforceable, in any way by a court of competent jurisdiction (an "Invalidity"), then neither
the remaining provisions of this Agreement will be unaffected by the Invalidity.
8. Acknowledgements. The Village and you acknowledge that this Agreement is entered
into voluntarily.
Sincerely,
Gopal Lalmalani, Village President
All terms agreed to and accepted:
Signature:
Printed name: Terry A. Mee
March- i, 2022