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R-1572 - 06/14/2016 - AGREEMENTS - Resolutions Exhibits m ATTORNEYS AT LAW 0133 N5 RIVER RCW .SUITE 11:10, ROSEt4.1CTPJT IL 60018 84,7378.7700OUVICE,'. - 847.37e,7070 FAX rsinitit ar,dulaww ers.cont_ May 20,2016 Riccardo F. t: inn Village Manager Village of Oak Brook 1200 Oak Brook Roar Oak Brook, IL 60523 Re: Representation of Village of talc Brook by Clark Baird Smith LLP Dear Mr. Ginex You have asked, Clark Baird Smith LLF to provide legal ad-vice to the Village of Oak Brook (Village) with respect:to labor relations matters, I'EDA and PSE A issues, and disability claims (excluding worker:' compensation proceedings). Clark Baird Smith 11P will be pleased to provide these services, as well as legal representation on any rather inatter the Village may refer to us from time to time. Tf'ltis letter, along with the Attached Terms of-Engagement for Legal :Services, shall serve, us our agreement with respect to our services, The Terre :yet forth additional details concerning our engagement and further explain our billing pxactices It is expected that I will be the primary contact person at the firm, although we may utili7c other attorneys and staff members at (lie firm to assist us in re resenting 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 bill 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 front $315 to $335 per hour (my particular billing rate is $325 per hour), and the rates of our associate attorneys range from$195 to $2,90 per hoar. per (lie'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 Terror of Engagement for Legal. Services please rer .°n a signed copy of this '[utter to the under-signed, If there arc any questions at any {00339190.DOCX v.1) 4+r't��l'��r C B�S t.AWYE E2 S.CCU Atli _ ._ .... .. .. ... m _ C1iIC,<h60 0 r J 1C=t.. 70 Vi,. heiA I'll SON ST RELt = M)II C. 1500, C]I1C,AGO, 1M.60602 '312 69(v,-1 150 Riccardo F. Gine May 20,2016; Page Two time about our billing practices or a particular tee 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 Oak Brook and will endeavor to provide prompt and responsive legal services at all times. 'fiery truly yours, CLARK BAIRD SMITH LLP By obert J. raith Jr. RJS/ds Enclosure THE, VILLAGE OF OAK Fsi ooK in me su\41LAS AND AGREES TO UIE TENNIS oF TEi]S ENGAGEMENT LETTER ANDTHE ATTACHED TERMS OF ENGAGEMENT FOR LEGAL SERVICE S. Byr A a Riccardo F. Ginex,Village Manager Date tac339t9O.DOCX v.1) 2 mom= ATTORNEYS AT LAW TFRMS OF ENGAGEMENT,E1 ENT FO I1 GAL SERVICES The following is an explanation of the basis on which Clark.Baird .9mith-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 A th you. Therefore, we ask that you review this statement carefully and contact us promptly if you have any questions. BILLING ARRA NGEMENTS, FEE S AND TE1 AIS OF I PA YI1 ENT 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 resperrsibi>ity for that particular client prior to its submission to the, client for payment. The attorney revievvs the time r ecoWe d 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 accurate records of the time we devote to your work, including conferences (both in person and over the telephone), negotiations, tactual and legal research and analysis, document preparation and revision,,and ether related matters. Nornially we record our time in units of one quarter of an hour. The currently hourly billing rates or attorneys and paralegals in our Firm for matters such as this areas follows: Partner rates range from $315 to $335 per hoar associate attorney rates range from $195 to $290 per hour; and paralegal rates range from $75 to $140, Typically, the snare 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 casts, and other factors. Changes in rates will be reflected d 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 tees, court reporters, arbitrators, consulting fees, printing, computerized legal re=search and travel expenses; and for items purchased and used exclusively in connection with a patticular client's matters Where significant advances are involved, we may request that the client pay the oasts directly. J00339190,Duay.i i WW"WCBSLAWYEI'S,C:0,'ti [`L1 A600VF1C r.- i`{l'~,— MM- S(IN �rAff'rSIFEIl° 13(10.CH 11.06W . .312.b96.4 150 We are often requested to estimate the amount of fees and costs likely to be incurred in connection 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 served 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 change of principal lawyer at any time. 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 area 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 matters. 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 times 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 are 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 state of the law at the time they are expressed. {00339190.DOCX v.1 } 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 financial 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. In 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 time, with or without 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. 100339190.DOCX 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 regulatory 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 (30) 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 terms 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. {00339190.DOCX v.11 4