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HomeMy WebLinkAbout#5080 - engagement letter with Clark Baird Smith RESOLUTION NO.5080 A RESOLUTION APPROVING AN ENGAGEMENT LETTER WITH CLARK BAIRD SMITH LLP AND THE CITY OF CANTON AND DIRECTING THE MAYOR TO EXECUTE AND DELIVER SAID ENGAGEMENT LETTER ON BEHALF OF THE CITY OF CANTON,ILLINOIS. WHEREAS,the Legal and Ordinance Committee of the City of Canton has determined that it is necessary and in the best interests of the City of Canton to enter into an letter of engagement with Clark Baird Smith LLP, as set forth in Exhibit"A"attached hereto and incorporated herein for legal services in connection with pursuing legal matters related to the City of Canton Police Pension Fund and; and WHEREAS,the City Council of the City of Canton has made a similar determination. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF CANTON,ILLINOIS,AS FOLLOWS: I. That the Engagement Letter attached hereto and incorporated herein as Exhibit "A" is hereby approved by the Canton City Council. 2. That the Mayor of the City of Canton, Illinois, or his designee, is hereby authorized and directed to execute said Engagement Letter on behalf of the City of Canton. 3. That this Resolution shall be in full force and effect immediately upon its passage by the City Council of the City of Canton, Illinois and approval by the Mayor thereof. PASSED by the City Council of the City of Canton, Illinois at a regular meeting this 7th day of February, 2017 upon a roll call vote as follows: AYES: Aldermen Ryan Mayhew, Tad Putrich, Craig West, Angela Hale, John Lovell, Gerald Ellis, Justin Nelson NAYS: None ABSENT: None ABSTAIN: eAPPPPJRyO�VEED: Jeffrey A. Fri ayor ATTEST: NLR Documents/Resolutions 2/3/2017 /•lanaley-Rock, ) Cleric NLR Documents/Resolutions 2/3/2017 Nancy L. Rabel January 19,2017 Page Two We sincerely appreciate the opportunity to represent the City of Canton, and will endeavor to provide prompt and responsive legal services at all times. Very tally yours, CLARK BAIRD SMITH LLP By GOAre/`7) James J. P ers HP Enclosure THE CITY OF CANTON UNDERSTANDS AND AGREES TO THE TERMS OF THIS ENGAGEMENT LETTER AND THE ATTACHED TERMS OF ENGAGEMENT FOR LEGAL SERVICES. By // ot/S/4o.7 °dQam Date s.aA Title I00381908.DOCX V. I } 2 CLARK BAIRD SMITH IIP ATTORNEYS AT LAW 6133 N. RIVER ROAD.SUEEC 1120, ROSE MONT, IL 60018 847 378 7700 OF E ICC • 847.378.10'70 FAX UIl\: 847.375-77117 i pm%ersiircbsl:ncycrs.con, January 19,2017 Via Electronic and U.S.Mail Nancy L. Rabel Attorney&Interim Administrator City of Canton 2 North Main Street Canton,Illinois 61520 Re: Representation of the City of Canton Dear Ms. Rabel: You have asked Clark Baird Smith LLP to provide legal representation for the City of Canton("City") in connection with a legal issue involving a pending pension matter involving a former police officer. Clark Baird Smith LLP will be pleased to provide these services along with other labor and employment matters that you may refer to us from time to time. This letter, along with the attached Terms of Engagement for Legal 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 City,and you certainly may contact any of our attorneys directly if the need arises. Unless otherwise agreed in a specific instance,we will bill the City 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 partner hourly billing rates range from$325 to $345 per hour(my current billing rate is $335),and the rates of our associate attorneys currently range from$195 to$295 per 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 me. If there are any questions at any time about our billing practices or a particular fee or cash disbursement or any other aspect of our legal services, please bring it to my attention as soon as possible. (00381908,DOCX v.1h WWW.CRSI AWYF RS.COM CHICAGOOFRCF 70 All NtAD15CIN 111:El ui IL 1500 C Ilk AGO. IL 6060 . 312616.-1150 CLARK BAIRD SMITH III• ATTORNEYS AT LAW 6133 N. RIVER ROAD. SUITE 1120, ROSEMONT, IL 60018 847 378.7700 OIL ICE • 847378 7070 FAX TERMS OF ENGAGEMENT FOR LEGAL SERVICES 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 accurate records of the time we devote to your work, including conferences (both 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. The currently hourly billing rates of attorneys and paralegals in our Firm for matters such as this are as follows: Partner rates range from $325 to $345 per hour; associate attorney rates range from $195 to $295 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. looaersoa.00at v.al WWW.CBSLAWYERS.COM S: CHICAGO OFFICE 70 W. MADISON SIRFIT. 51 T[ 1500 CIIILACO II n0602 • 312696,4150 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 famish 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. 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 1003919o8,DOCX v.I k 2 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 Finn'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. 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 (00381908.DOC%v.1 ) 3 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. (00381908.DOCX v.1 ) 4