R-1572 - 06/14/2016 - AGREEMENTS - Resolutions Supporting Documents ITEM 6.D.5)
ray OF OAA,��
0
Mon
e e
G
COUN-j i�
ti
AGENDA ITEM
Regular Board of Trustees Meeting
of
June 14, 2016
SUBJECT: Engagement Letter for Labor Attorney Services
FROM: Riccardo F. Ginex, Village Manager
BUDGET SOURCE/BUDGET IMPACT: N/A
RECOMMENDED MOTION: A Motion to Approve Resolution - R-1572,A Resolution
Approving an Engagement Letter Between Clark Baird Smith LLP and the Village of Oak
Brook,Illinois for Labor Attorney Services.
Background/History:
The Village of Board has gone out and solicited qualifications from specific law firms with
regards to our labor attorney representation. Six firms replied to the request. From those firms,
three firms were interviewed and the firm of Clark Baird Smith LLP was selected to serve as the
Village Labor Attorney.
Clark Baird Smith LLP represents an extensive list of municipalities in the state. Not only have
they negotiated over 275 collective bargaining agreements with various public sector unions but
they have extensive Interest Arbitration Experience.
Attached is the engagement letter for their services.
Recommendation:
The Board approves the Engagement Letter and resolution as presented.
Last saved by rkane C:\Users\rginex\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\OWELIFBK\Labor
Attorney Engagement Letter-rk.doc
Last printed 6/1/2016 8:35 AM
RESOLUTION 2016-AG-LE-EX1-R-1572
A RESOLUTION APPROVING AN ENGAGEMENT AGREEMENT
WITH CLARK BAIRD SMITH LLP AND THE VILLAGE OF OAK BROOK, ILLINOIS
FOR LABOR ATTORNEY SERVICES
WHEREAS, historically, labor matters have sometimes been handled by outside legal counsel,
which; and
WHEREAS, in May of 2014, the Village issued a request for proposals for legal services,
specifically, for Labor/PEDA/PSEBA/Disability matters; and
WHEREAS, after reviewing the proposals submitted to the Village and interviewing law firms that
submitted proposals, the President and Board of Trustees desire to have Clark, Baird, Smith, LLP
("CBS') provide labor attorney services; and
WHEREAS, the Village further desires to enter into an engagement agreement with CBS to
establish the terms and conditions of engagement for CBS to provide labor attorney services
("EngagementAgreement'�; 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 CBS 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
CBS after receipt of the final Engagement Agreement fully executed by CBS.
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 2016-AG-LE-EX1-R-1572
Approving Labor Attorney Agreement
Page 2 of 2
APPROVED THIS 14th day of June, 2016.
Gopal G. Lalmalani
Village President
PASSED THIS 14th day of June, 2016.
Ayes:
Nays:
Absent:
ATTEST:
Charlotte K. Pruss
Village Clerk
Resolution 2016-AG-LE-EX1-R-1572
Approving Labor Attorney Agreement
Page 2 of 2
EXHIBIT A
AGREEMENT
CLARK BAIRD SMITH
ATTORNEYS AT LAW
613:3 N. RIVER ROAD, $U1TE 1120 ROSEMON f IL 60018
647.378.777!OFFICE - 847.378,7070 FAX
DI)Nt 847-378-77!1,1
rsmitWebslawm-, .eons
May 20, 2016
Riccardo P. Oinex
Village Manager
Village of Oak Brook
1200 Oak Brook Road
Oak Brook, IL 60523'
Re: Representation of Village of Oak Brook by Clark Baird Smith LLP
Dear Mr. Ginex '
You have asked Clark Baird Smith LLP to provide legal advice to the Village of Oak
Brook (Village) with respect to labor relations matters, PEDA and PSEBA issues, and disability
claims(excluding workers' compensation proceedings). Clark Baird Smith LLP will be pleased
to provide these services, as well as legal representation on any other matter the Village mazy
refer to us from time to tame. This letter, along with the attached Teens of Engagement for
txgal Services, shall serve as our agreement with respect to our services. The Terms set forth
additional details concerning our engagement and further explain our billing practices.
It is expected that I will be the primary contact person at the firm, although we may
utilize other attorneys and staff members at the firm to assist us in representing the Village, and
you may certainly contact any of our attorneys directly if the need arises; Unless otherwise
agreed in a specific instance,we will bill the Village based upon the time we spend rendering our
services. We normally hill on a monthly basis, so that you will see the extent of the legal fees
and disbursements as they are incurred. Our current public sector partner hourly billing rates
range from $315 to $335 per hour (my particular killing rate is $325 per hour), and the rates of
our associate attorneys range from $195 to$290 per hour. Per the Village's request,we will not
assign a partner to perform work for the Village who has a billing rate in excess of$325 per
hour,and we will record our time in increments of one tenth of an hour.
To evidence concurrence with the scope of services to be rendered, the arrangements for
billing and payment of fees and expenses, and our Terms of Engagement for Legal Services,
please return a signed copy of this letter to the undersigned. If there are any questions at any
jW339190.DDCX v.1 I 1N1AWCBS LAWYERS.COM ,
CHICAGO OFFICE: 70W MADISON S `RFE1; SUITE ',54).CMCAGOC If 60002 • 312.696A1.51 „'
Riccardo F.Ginex
May 20,2016
Page Two
time about our billing practices or a particular fee or cash disbursement or any other aspect of
our legal services,please bring them to my attention as soon as possible.
We sincerely appreciate the opportunity to represent the Village of flak Brook and will
endeavor to provide prompt and responsive legal services at all times.
Very truly yours,
CLARK BAIRD SMITH LLP
By
�Robert I Smith,Jr.
RJStds
Enclosure
THE VILLAGE OF OAK BROOK U%WRSTANUS AND AGREES TO THE TERMS OF THIS ENGAGEMENT
LETTER AND THE ATTACHED TERMS OF ENGAGEMENT FOR LEGAL SERVICES.
By
Riccardo F. Ginex,Village Manager Date
{0113391",DCX r,1 ) 2
ATTORNEYS AT LAV'J
6MI N. ItIVER ROAD.SUrrE ii2c. ttC>'WNION1; It,60018
847.378.7700 orrice - 84,7373,7070 FAX
TERMS OF ENGAGEMENT FUR LEGA .SERViCF
The following is an explanation of the basis on which Clark Baird Smith LLP bills for its
services and the expenses and advances incurred on behalf of its clients, and details various
practices and policies at the Firm which govern the relationship between Clark Baird Smith LLP,
and its clients. Unless modified in writing by mutual agreement, these terms will be an integral
part of our agreement with you. Therefore, we ask that you review this statement carefully and
contact us promptly if you have any questions.
BILLING ARRANGEMENTS,FEES AND TERMS OF PAYMENT
We normally submit invoices to our clients monthly during our engagement unless
otherwise agreed. This procedure ensures that our clients have a current understanding of our
charges and can intelligently budget legal expenses. Invoices are usually most influenced by the
amount of time expended and the current hourly billing rates of the lawyers involved in the
matter. Each invoice is ordinarily reviewed by the attorney who has primary billing
responsibility for that particular client prior to its submission to the client for payment. The
attorney reviews the time recorded to the client's account since the last billing. The purpose of
the review is to determine whether the invoice should be calculated solely on the basis of the
time recorded or should be adjusted according to the circumstances.
We will keep accrue records of the time we devote to your work, including conferences
(bath in person and over the telephone), negotiations, factual and legal research and analysis,
document preparation and revision, and other related matters. Normally we record our time in
units of one quarter of an hour. 3'he currently hourly billing rates of attorneys and paralegals in
our Firm for matters such as this areas follows: Partner rates range from$315 to$335 per hour;
associate attorney rates range from $195 to $290 per hour;and paralegal rates range from $75 to
$140. 'Typically,the more experience an individual has, the higher the hourly rate. Ordinarily,
we review and adjust our billing rates annually to reflect current levels of legal experience,
changes in overhead costs, and other factors. Changes in rates will be reflected in the monthly
invoices.
Clients are also billed for direct expenses incurred, in connection with handling their
matters, such as special mail services,messenger and overnight delivery services; for advances
incurred on behalf of a client such as filing fees, court reporters, arbitrators, consulting fees,
printing, computerized legal research and travel expenses; and for items purchased and used
exclusively in connection with a particular client's matters. Where significant advances are
involved, we may request that the client pay the costs directly.
1003391W.Docx V.i t W W W.CBSLAWY C R,S.COM
CHICAG0017 ICE; 70X-V.MADISON ST(irF` SUITE 1:500.011Ci'GO, it 60(A) • 312.696,4150
We are often requested to estimate the amount of fees and costs likely to be incurred in
cotmection with a particular matter. Whenever possible, we will furnish such an estimate based
upon our professional judgment, but always with a clear understanding that it is not a maximum
or fixed-fee quotation unless a fixed-fee is specifically negotiated. The ultimate cost may be
more than the amount estimated.
We ask and expect payment of our invoices within thirty (30) days of the date of the
invoice since delayed payment adds to our overall costs of providing services. In addition, we
reserve the right to discontinue performance and to withdraw as your attorneys, regardless of the
status of any matter in which we may be involved and subject to only our ethical obligations if
any invoice remains unpaid for more than ninety(90)days after the date of the invoice.
It is of the utmost importance for us to know at all times that you are satisfied with the
legal services being provided by Clark Baird Smith LLP. So that there will always be full and
open communication between us, and so that we may clearly understand and promptly deal with.
any concerns a client may have about our services,any questions concerning a particular invoice
or about our legal services should be raised within thirty (30) days of the date of the invoice or
the occurrence of the event which causes you concern.
THE PROVISION OF LEGAL SERVICES
Customarily, each client of Clark Baird Smith LLP is nerved by a principal lawyer
contact, The principal lawyer should be someone in whom you have confidence and with whom
you enjoy working. You are free to request a chime of principal lawyer at any tithe. Clark
Baird Smith LLP, also may utilize other attorneys and paralegals in the Firm to work on a
client's matters. These 'individuals operate under the supervision of the principal lawyer for the
client. Such delegation may be for the purpose of involving lawyers or legal assistants with
special expertise in a given ma or for the purpose of providing services on the most efficient
and timely basis. Whenever practicable,we will advise our client of the names of those lawyers
and legal assistants who work on the client's natters.
The retention of a lawyer does not insure that the desired outcome will be achieved.
Accordingly,Clark Baird Smith LLP cannot guarantee the results of its services. Rather, Clark
Baird Smith LLP will at all tunes act on your behalf to the best of our ability, and will provide_
competent representation to its clients. Competent representation requires the legal knowledge,
skill, thoroughness and preparation necessary to handle the client's matters. Any expressions on
our part regarding the outcome of our legal matters arc expressions of our best professional
judgment,but are not guarantees. Such opinions are necessarily limited by our knowledge of the
facts and are based on the stage of the taw at the time they are expressed.
(00339190.DOCX v. i ) 2
YOUR RESPONSIBILITIES
We expect our clients to be actively involved with the matters we are handling for them,
to participate in meetings and to provide whatever information and cooperation may be
necessary. We also expect that the information we receive:from our clients will be accurate and
complete. If a client does not cooperate with us or provides us with information which is
incomplete or inaccurate,we reserve the right to withdraw as attorneys for that client.
(MISCELLANEOUS
In connection with audits of a client's financiat statements, Clark Baird Smith LLP may
be requested from time to time to furnish certain information or to confirm information. By
engaging us, you are authorizing us to respond to such requests in a reasonable manner and to
furnish such information as is consistent with reasonable requests from the auditors and the
attorney-client privilege. Time spent responding to such requests will be charged at our regular
rates.
Where we have been asked to represent more than one individual or entity in a matter,the
Rules of Professional Conduct promulgated by the Illinois Supreme Court require us to disclose
that representation of multiple clients is permitted so long as the clients do not have directly
adverse interests. However,we may not represent multiple clients if the representation of one or
more of those clients may be materially limited by the Firm's responsibilities to another client or
to a third person, or by the Firm's or a lawyer's own interests. More simply stated, we can
represent multiple parties in a matter so long as each party has similar interests. At such time as
those interests diverge, we may no longer be able to represent any of the affected clients. If the
matter which is the subject of the engagement letter involves, the representation of multiple
clients or entities,the execution and delivery of the engagement letter to Clark Baird Smith LLP,
by each client is an acknowledgement that the clients have similar interests and that each
consents to our representation of the other clients. to addition, where representing multiple
clients or parties, unless otherwise agreed in writing by Clark Baird Smith LLP, the clients are
jointly and severally obligated with respect to the payment of our invoices.
Internal Revenue Service regulations require that certain types of written advice include a
disclaimer. To the extent that the engagement letter or these Terms of Engagement for Legal
Services contain written advice relating to a Federal tax issue, the written advice is not intended
nor written to be used and cannot be used by the recipient or any other taxpayer for the purposes
of avoiding Federal tax penalties or to support the promotion or marketing of the transaction or
matters discussed herein.
TERMINATION
You may terminate our representation at any tithe,with or%ithout cause, by notifying us
Your termination of our services will not affect your responsibility for payment of legal services
rendered and additional charges incurred before termination and in connection with an orderly
transition of the matter.
(00339190.DOC C V.1 ) 3
We are subject to the rules of professional responsibility for the jurisdictions in which we
practice, which list several types of conduct or circumstances that require or allow us to
withdraw from representing a client, including for example nonpayment of fees or costs,
misrepresentation or failure to disclose material facts,action contrary to our advice,and conflicts
of interest with another client. We try to identify in advance and discuss with our clients any
situation which may lead to our withdrawal and, if withdrawal ever becomes necessary, we give
the client written notice of our withdrawal.
Except for original corporate records or any records or files which we receive from you
or third parties with the understanding that they belong to you, it is agreed that all of our files,
copies of documents,correspondence or other materials which we may accumulate in connection
with our representation of you, including copies of materials filed with any regullatory agency`.,
shall be the property of Clark Baird Smith LLP. You may have copies at any time during our
representation of you. Upon the termination of the engagement and upon request, we will return
your property to you within thirty (34) days of such termination. However, it is specifically
agreed that we have the right to dispose of our files at such time as we determine that such files
no longer need to be retained. After disposal,these materials will no longer be available.
Your agreement to this engagement constitutes your acceptance of the foregoing terms
and conditions as well as any additional term and conditions set forth in the accompanying
engagement letter, if any of them is unacceptable to you, please advise us now so that we can
resolve any differences and proceed with a clear, complete, and consistent understanding of our
relationship.
(00339190D cx V.11 4