R-1843 - 12/10/2019 - WATER- IGA - Resolutions ITEM 10.A.1
BOARD OF TRUSTEES MEETING
VILLAGE OF SAMUEL E. DEAN BOARD ROOM
OAK B Rq , K BUTLER GOVERNMENT CENTER
1200 OAK BROOK ROAD
OAK BROOK, ILLINOIS
630-368-5000
AGENDA ITEM
Regular Board of Trustees Meeting
of
December 10, 2019
SUBJECT: Legal Services Engagement Agreement- Mayer Brown LLP
FROM: Riccardo F. Ginex, Village Manager
BUDGET SOURCE/BUDGET IMPACT: See Below
RECOMMENDED MOTION: Motion To Approve Resolution 2019 AG-LE-EX1-
R-1843, A Resolution Approving An Engagement Agreement With Mayer Brown
LLP, To Provide Legal Services Regarding the Sale of the Portion of the
Village's Water System Outside of the Boundaries of the Village.
Background/History:
The Village Board decided to issue a Request for Proposal for the sale of the water
system outside its corporate boundaries. The system for purchase is divided in 5 zones.
The RFP's were due September 4th and we received two responses.
After reviewing the responses, a team comprised of Trustee Tiesenga, our consultant Bob
Kahn, Doug Patchin, Rick Valent, Water Operator Pat Toland and myself, interviewed
both companies who responded. It was our mutual agreement that we should engage in the
services of a legal firm who has prior, direct experience with these type of sales and
review of contracts. Our consultant had prior experience with one firm and we brought in
the firm of Mayer Brown LLP to interview.
Their work will be divided into two phases, with Phase I encompassing the work prior to
and up to the signing of a definitive Asset Purchase Agreement("APA"), and Phase II
encompassing the work following the signing of the definitive Asset Purchase Agreement
("APA")up to and including the closing. Additionally, the vendor who eventually buys the
system will be paying the all legal fees, and in no sense will Oak Brook ever have to pay
any legal costs.
RG
We would like to begin negotiating with the purchaser we will select as we have an
extension from both companies to February 1, 2020.
Recommendation:
The Village Board passes the attached resolution and engagement agreement.
THE VILLAGE OF OAK BROOK
COOK AND DUPAGE COUNTIES, ILLINOIS
RESOLUTION
2019 AG-LE-EX1-R-1 843
A RESOLUTION
APROVING AND AUTHORIZING
THE EXECUTION OF AN ENGAGEMENT LETTER
BY AND BETWEEN
THE VILLAGE OF OAK BROOK AND
MAYER BROWN LLP
GOPAL G. LALMALANI, Village President
CHARLOTTE K. PRUSS, Village Clerk
JOHN BAAR
PHILIP CUEVAS
MICHAEL MANZO
MOIN SAWED
EDWARD TIESENGA
ASIF YUSUF
Village Board
Published in pamphlet form by authority of the
President and the Board of Trustees of the Village of Oak
Brook on this the 10th day of December, 2019
RESOLUTION NO. AG-LE-EX1-R-1843
A RESOLUTION
APROVING AND AUTHORIZING
THE EXECUTION OF AN ENGAGEMENT LETTER
BY AND BETWEEN
THE VILLAGE OF OAK BROOK AND
MAYER BROWN LLP
WHEREAS, the Village of Oak Brook is a municipal corporation with authority provided for
and granted pursuant to the Illinois Municipal Code to exercise certain powers and perform certain
functions pertaining to its local government and affairs;
WHEREAS, the Village of Oak Brook (hereinafter referred to as "Village") upon approval
of the corporate authorities may enter into an Agreement with another party pursuant to Illinois
Statute;
WHEREAS, the Village has entered into negotiations with a prospective purchaser of said
waterworks system and said purchaser has agreed to pay all of Village's costs and legal fees with
respect to said sale of the waterworks system;
WHEREAS, the Village desires to retain Special Counsel for the purposes of performing
services with respect to the sale and disposition of a portion of the Village's waterworks system
and all costs and fees with respect to the retention of Special Counsel shall be paid the
prospective purchaser of the waterworks system;
WHEREAS, Mayor Brown LLP (hereinafter referred to as "Special Counsel") is a law firm
that specializes in the sale and/or disposition of municipal property, specifically, the disposition of
the Village infrastructure/waterworks system;
WHEREAS, the Village is interested in contracting with Special Counsel for the sole
purpose of selling the Village's waterworks system to a third-party purchaser; and
WHEREAS, the Village of Oak Brook Corporate Authorities are of the opinion that it is in
the best interests of the Village of Oak Brook to enter into the attached Engagement Letter with
the Mayor Brown LLP for the purposes referenced herein.
NOW, THEREFORE, BE IT RESOLVED by the Village President and Board of Trustees
of the Village of Oak Brook, DuPage and Cook Counties, Illinois as follows:
Section 1 — Recitals
The Corporate Authorities hereby find that all of the recitals hereinbefore stated as
contained in the preamble to this Resolution are full, true and correct and do hereby, by reference,
incorporate and make them part of this Resolution as legislative findings.
Resolution 2019-AG-LE-EX1-R-1843
Engagement Agreement Mayer Brown
Page 2 of 5
Section 2 —Approval of Engagement Letter
The Village hereby approves the Engagement Letter substantially in the form attached
hereto and made a part hereof collectively as Exhibit A.
Section 3 —Authorization and Direction
The Village President is hereby authorized to execute, and the Village Clerk is hereby
authorized to attest the Engagement Letter, substantially in the form of such Engagement Letter
attached hereto as Exhibit A, with such changes therein as shall be approved by the Village
Attorney and the officials of the Village executing the same, their execution thereof to constitute
exclusive evidence of their approval to any and all changes or revisions therein from and after the
execution and delivery of such Engagement Letter.
Section 4 - Other Actions Authorized
The officers, employees and/or agents of the Village shall take all actions necessary or
reasonably required to carry out and give effect to the intent of this resolution and otherwise to
consummate the transactions contemplated herein, and shall take all actions necessary in
conformity therewith including, without limitation, the execution and delivery of all documents
required to be delivered in connection with the transaction contemplated herein.
Section 5 - Authorization of Expenditures
The Corporate Authorities hereby authorize and direct the expenditure of all costs related
to the execution of the Engagement Letter, additionally, the Village is authorized and directed to
allocate and spend all necessary funds to fulfill the requirements of the Engagement Letter and
of this resolution.
Section 6 - Acts of Village Officials
That all past, present and future acts and doings of the officials of the Village that are in
conformity with the purpose and intent of this resolution are hereby, in all respects, ratified,
approved, authorized and confirmed.
Section 7 — Effective Date
This resolution shall be in full force and effect from and after its passage, approval and
publication as provided by law.
Section 8 — Publication
This resolution shall be published in book or pamphlet form as provided by the Illinois
Municipal Code.
Section 9 — Conflict Clause
All resolutions, parts of resolutions or board actions in conflict herewith are hereby repealed
to the extent of such conflict.
Resolution 2019-AG-LE-EX1-R-1 843
Engagement Agreement Mayer Brown
Page 3 of 5
Section 10 —Saving Clause
If any section, paragraph, clause or provision of this resolution is declared by a court of
law to be invalid or unconstitutional, the invalidity or unconstitutionality thereof shall not affect the
validity of any other provisions of this resolution, which are hereby declared to be separable.
Section 11 — Recording
This resolution shall be entered into the minutes and upon the journals of the Board of
Trustees of the Village of Oak Brook.
Resolution 2019-AG-LE-EX1-R-1 843
Engagement Agreement Mayer Brown
Page 4 of 5
APPROVED THIS 10th day of December, 2019.
w
Gopal G.talmalani
Village President
PASSED THIS 10th day of December, 2019.
Ayes: Trustee Baar, Cuevas Saiyed Tiesenga Yusuf
Nays: Trustee Manzo
Absent: NONE
ATTEST: CZ Of 0.4
NY Charlotte K. Pruss
Village Clerk
c
0 v
Resolution 2019-AG-LE-EX1-R-1 843
Engagement Agreement Mayer Brown
Page 5 of 5
Exhibit A
Engagement Letter