HomeMy WebLinkAboutResolution #5428RESOLUTION NO. 5428
A RESOLUTION APPROVING A LETTER OF ENGAGEMENT OF ICE
MILLER LLP RE: CITY OF CANTON, FULTON COUNTY, ILLINOIS, HEALTH
CARE FACILITIES REVENUE BOND, SERIES 2023 (GRAHAM HOSPITAL
ASSOCIATION PROJECT)
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF
THE CITY OF CANTON, ILLINOIS, AS FOLLOWS:
1. That the Letter of Engagement of Ice Miller LLP Re: City of Canton, Fulton County,
Illinois, Health Care Facilities Revenue Bond, Series 2023 (Graham Hospital Project)
("Agreement"), by and between the City of Canton, Ice Miller LLP and Graham Hospital
Association, substantially in form attached hereto as "Exhibit A," is hereby APPROVED.
2. That the Mayor, or his designee, is hereby authorized and directed to execute the
Agreement, substantially in form attached hereto as "Exhibit A," upon finalizing its
remaining terms and conditions.
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 16th
day of May, 2023, upon a roll call vote as follows:
AYES: Alderpersons Grimm Nelson Lovell Hale GossettKetchum Lingenfelter
NAYS: None
ABSENT: Alderperson Chamberlin
AP OVED:
Li �-M
ent cDowell, M
ATTEST:
ndrea J. Sinith-Walters, City Clerk
EXHIBIT A
IceMiller
LEGAL COUNSEL 200 W. Madison Street Suite 3500 Chicago, IL 60606-3417
Bu: (312) 726-7127
February 20, 2023 W�`°tSDi o,ER Ax:(312)726-26%
EMAIL: Jamea.Snydef@icemiRa.com
CONFIDENTIAL ATTORNEY/CLIENT PRIVILEGED COMMUNICATION
Kent A. McDowell, Mayor Mr. Robert Senneff, Chief Executive Officer
City of Canton, Illinois Graham Hospital Association
2 N. Main Street 210 W. Walnut Street
Canton, Illinois 60520 Canton, Illinois 60520
RE: Letter of Engagement of Ice Miller LLP Re: City of Canton, Fulton County,
Illinois, Health Care Facilities Revenue Bond, Series 2023 (Graham Hospital
Association Project)
Gentlemen:
We want to thank you for asking Ice Miller LLP (the "Firm") to serve as bond counsel in
connection with the above -captioned matter. We also want to take this opportunity to confirm our
engagement as such, give you some detailed sense of what that role entails, and confirm the terms
of our employment. While this engagement is to serve as bond counsel to the City of Canton,
Fulton County, Illinois, as issuer of the bonds (the "Issuer") we are sending this letter to you as the
representative of Graham Hospital Association (the "Borrower"), and it is our understanding that
the Borrower will be responsible for paying our fee, either from the proceeds of the bonds or from
its own funds. We do not expect that our fees will be paid by the Issuer from its own funds.
Scope of Relationship and Billing
In this transaction, our job as bond counsel to the Issuer is principally to render an
approving opinion on behalf of the Issuer regarding enforceability of the bonds under and
compliance with applicable law. As bond counsel, we will be drafting and/or reviewing the
documentation for the issuance of the bonds and development of the financing of the Project,
participating in discussions regarding structure and generally supervising the proceedings as they
move toward closing. With respect to the financing, the Issuer is our client and our primary
responsibility is to the Issuer. We will not be representing the Borrower in connection with the
bonds and understand that Borrower has retained separate counsel. We will deliver accurate,
objective and independent opinions.
Ice Miller LLP
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icemillercom
February 20, 2023
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We estimate that our bond counsel fee for this financing would not exceed $60,000,
assuming a closing before December 31, 2023. We would record our time at our normal hourly
rates. We understand that we will be paid at closing or within 30 days of our invoice, whichever
is earlier.
Client Responsibilities
We understand that the Borrower agrees to be candid and cooperative with us and keep us
informed with complete and accurate information, documents and other communications relevant
to the subject matter of our representation or otherwise requested by us. We can provide your
counsel with a form of a legal opinion that is satisfactory to us as bond counsel.
This engagement letter will also serve to give express written notice to the Borrower that
(a) from time to time we represent in a variety of capacities and consult with most underwriters,
investment bankers, financial advisors and other persons active in the applicable public finance
market on a wide range of issues, and (b) prior to your execution of this engagement letter we may
have consulted with a number of such firms regarding the Bonds. Your acceptance of our services
and execution of the enclosed copy of this letter to evidence our agreement constitutes your consent
to these other engagements with the underwriter. Neither our representation of the Issuer nor such
additional relationships or prior consultations will affect, however, our responsibility to render an
objective opinion.
Document Retention
When this representation concludes, papers and property that the Borrower or Issuer has
provided to us will, upon request, be returned. Copies of papers and electronic documents and
records we have retained that were created or obtained for the Borrower or Issuer likewise will be
made available upon request. Our drafts and work product will belong to us. We reserve the right,
subject to any applicable laws or rules or professional responsibility to the contrary, to apply
records retention policies and procedures to these items and also to destroy within a reasonable
time any items described in this paragraph that are retained by us.
Response to Audit Inquiries
If the Borrower or the Issuer asks us to assist in connection with the issuance of an auditor's
report on financial statements, the Firm may be requested to respond to an inquiry from auditors
based upon accounting standards that require auditors to make inquiry of lawyers as to their
knowledge of certain "loss contingencies." Upon receipt of an audit inquiry we will, among other
things, search our data bases to identify lawyers devoting time to Borrower or the Issuer matters,
make inquiry of those lawyers as to their knowledge of any reportable matters and prepare a written
response to auditors and to the Borrower or the Issuer. Absent special circumstances, our current
fee structure for the preparation of these letters is a minimum of $200 and a maximum of $500,
depending on the extent and number of any matters reported. However, under limited
circumstances, the fee may exceed $500 if the letter requires extensive substantive attention to
01414911.1
February 20, 2023
Page Two
disclosure or other related issues. This charge will appear as a line item for "Services rendered in
connection with preparation of response to audit inquiry."
To assist us in responding timely to auditors, please direct all audit inquiries to:
Audit Letter Coordinator
Accounting Department
Ice Miller LLP
One American Square, Suite 3100
Indianapolis, Indiana 46282-0200
If there are any questions presented by the audit inquiry letter, our Audit Letter Clerk will
contact the Borrower.
Our internal audit letter procedures are designed to provide a timely response within the
parameters established by the Statement of Policy Regarding Lawyers' Responses to Auditors'
Requests for Information of the American Bar Association which, absent special circumstances, is
within ten (10) business days after the date specified in the request letter as the "effective date" of
our response. In addition, please be sure that the letter clearly identifies the names of all affiliates
to be included if applicable (client and matter numbers also would be helpful). In the event of
emergencies (SEC filings, etc.), we will make every reasonable effort to meet the timetable.
Termination or Withdrawal
The Issuer, the Borrower or the Firm has the right to terminate this engagement at any time
after providing reasonable advanced written notice, and the Firm's withdrawal is further subject to
applicable rules of professional responsibility. In the event we withdraw from the representation,
appropriate measures to the extent required by these rules will be taken to confirm protection of
the Borrower's interests to prevent any materially adverse affect. If the withdrawal occurs prior to
completion of the matter, any unpaid fees and charges incurred prior to such termination shall be
paid by the Borrower to the Firm.
Otherwise, this representation is intended to be an ongoing representation of the Issuer
during the term of the financing. This representation will not terminate until the specific services
covered within the scope of the representation have been completed. Any obligation to the Issuer
to provide advice or other legal services concerning this representation ends upon termination of
the representation. The fact that we may inform the Issuer or Borrower from time to time of issues
or developments in the law, by newsletter or otherwise, should not be understood as a revival or
creation of an attorney—client relationship. After completion of the matter, changes may occur in
the applicable laws or regulations that could have an impact upon future rights and liabilities. Even
though we may send the Issuer or Borrower newsletters or the like, no responsibility exists on our
part to provide the Issuer or Borrower with updates or advice concerning any changes in the law
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February 20, 2023
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or regulations or future lega_ developments on this matter, unless a new engagement agreement is
undertaken to provide this service.
Certain Limitations
Any opinions we express about the outcome of a legal matter are only our best professional
estimates; they are necessarily limited by our knowledge of facts at the time opinions are expressed
and the law then in effect. Nothing in our engagement and nothing in our statements to the Issuer
or Borrower are to be construed as a promise or guarantee about the outcome of the financing to
the Issuer or Borrower. The Firm is being engaged to provide legal services in connection with
specific matters.
If the terms of this engagement letter are consistent with your understanding of our
engagement and are acceptable to you, please have the acceptance clause at the end hereof
executed and return the executed copy to me for our file.
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February 20, 2023
Page Two
We look forward to assisting you in this transaction and to providing timely legal service
of the highest quality and value to the transaction. If you have any questions or comments, please
do not hesitate to contact me.
Very truly yours,
ICE MILLER LLP
1 /
James M. Snyder
Accepted by and on behalf of the City of Canton, Fulton County, Illinois this eday of
2023.
CITY OF CANTON, FULTON COUNTY, ILLINOIS
By:
Authorized Representative/
TN
Accepted by and on behalf of Graham Hospital Association this __yday of
2023.
GRAHAMHOSPITAL SSOCL4TION
By: I
Authorized Representative
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ICE MILLER LLP
Terms and Conditions of Engagements for Legal Services
Ice Miller LLP has prepared this statement of the terms and conditions that are generally applicable to its legal services
representations of its clients, in the ansence of an express agreement specifically to the contrary. These terms and conditions,
together with the letter or other docu=nt that references them, are the Terms and Conditions applicable to our engagement by you.
When used in this document, "we" or "us" or "our' and similar terms refer to Ice Miller I,LP, a limited liability partnership, and
"you" or "your" and similar terms refer to the person or persons specifically identified in this statement as the client or clients of
Ice Miller LLP.
Our Responsibilities
We are responsible to provide legal services to you in
accordance with these Terms and Conditions and with our
express understandings with you concerning the nature and
scope of our representation.
Your Responsibilities
You are responsible for paying our statements for services
and expenses. You also are responsible for being candid and
cooperative with us and for keeping us informed with
complete and accurate information, documents and other
communications relevant to the su3ject matter of our
representation or otherwise requested by us. Because it is
important that we be able to contact our clients at all times
in order to consult with them regardirg our representation,
we expect that you will inform us, in writing, of any changes
in the name, address, telephone number, contact person,
e-mail address, state of incorporation or other relevant
changes regarding you and your business or affairs. If you
affiliate with, acquire or your compa-iy is acquired by or
merged with another company, you will provide us with
sufficient notice to permit us to withdraw as your attorneys
if we determine that such an affiliation, acquisition or merger
creates a conflict of interest between any of our clients and
the other party to such affiliation, acquisition or merger, or
if we determine that it is not in the best interests of the Firm
with respect to the resulting association with the new entity.
Your failure to communicate and cooperate with us in these
respects could have an adverse effect on our ability to
effectively and efficiently represent your interests in this
matter and may require that we suspend the rendition of
further services in respect of or entirely withdraw from this
engagement.
Client(s) Represented
The client or clients for this engagement are as specifically
identified in the engagement letter. Our client(s) do not
include natural persons or entities that E -re not identified as a
client in the engagement letter. For clients that are
companies, unless otherwise specified or agreed, this does
not include individuals or persons wbo are shareholders,
partners, members or owners of the company, or its officers,
directors, managers or other representatives, or family
members, nor does it include affiliates of the company. Our
representation of you for the matter described in the
engagement letter does not give rise to a lawyer -client
1.\141 IfVI i.i
relationship with any such other individual, person or
affiliate. Accordingly our representation of you will not give
rise to a conflict of interest in the event other clients of ours
are or become adverse to any such other individual, person
or affiliate. For clients that are trade associations or other
group -type organizations, our clients would not include their
members or other constituents.
How We Will Work For You
We provide services to you through our attorneys and other
professionals. We will designate a mutually agreeable
partner whom you may contact should you have any
questions or concerns at any time about our representation
of you or your interests. You will keep us advised of the
name(s) and contact information of the person(s) who are
authorized to instruct us as to the performance of our legal
services for you.
Our engagement is for legal services. While from time to
time we may share with you as part of our legal advice
information and insights based on our experience with
respect to certain market, industry or business practices,
structures, or the like, it is understood that you will be solely
responsible for determining the extent to which other
professional services and advice are obtained and for making
all decisions concerning business, investment and
accounting matters. In addition, it is understood that we will
not have any responsibility to investigate the character or
credit of any person with whom you may be dealing in
connection with any matter directly or indirectly related to
our engagement.
How We May Communicate With You
Unless you instruct otherwise in writing, we may
communicate with you using unencrypted e-mail, facsimile
transmission and cellular telephone with the understanding
that these methods carry an inherent risk of interception.
About Our Fees
We will charge you fees based upon the time expended and
other factors applicable to legal fees that are specified by
applicable professional rules and standards. Unless
otherwise specifically agreed, our tees are based on our
hourly rates as applied to the amount of time that we expend
in providing services. Our base hourly rates for work
performed by our attorneys, absent special engagements or
circumstances, are established effective January 1 of each
calendar year. Hourly rates may change periodically without
prior notice to clients, typically after the end of each calendar
year, but a current schedule for anyone working on your
engagement is available at any time u3on request.
Payment of our fees and other charges is in no way
contingent on the outcome of any mztter, unless and to the
extent that there is a mutual written agreement to the
contrary.
Other Charges and Expenses
Our charges for ancillary services and expenses, such as
photocopying, computer research, electronic data discovery
services, mileage, travel expenses anc other similar charges
are pursuant to a schedule of charges and expenses, as the
same is revised from time to time, a copy of which is
available to you upon request.
Estimates
The total amount of fees and costs relating to this matter are
difficult to predict. Accordingly, we have made no
commitment to you concerning the m"imum fees and costs
that will be necessary to resolve or complete this matter. If
requested to provide an estimate of our fees for a given
matter, we will endeavor in good faith to provide our best
estimate, but unless there is a mutual written agreement to a
fixed fee, the actual fees incurred on any project will likely
differ from the estimate.
Billing Procedures
Unless we agree to an alternative billing arrangement, you
will receive a statement on a montf ly basis for services
rendered, and for costs and other charges posted to your
account, in the prior month. Payment is due upon receipt of
our billing statement or within 30 days thereafter. If your
account becomes more than 30 days past due, our Billing and
Collection Committee will decide whether additional legal
work will be performed while the acccunt remains past due,
taking into account obligations we owe to you under
applicable professional conduct rules. While we typically
do not charge interest on past due amounts, we reserve the
right to charge interest on any amount invoiced that remains
unpaid after 30 days at the rate of 1% per month until paid
in full, plus all costs of collection (including reasonable
attorneys' fees). Any questions or disagreements should be
brought to our attention in writing within 60 days of the
billing date.
Retainers
As a matter of standard practice for new clients and/or new
matters, we typically request a retain: r deposit before we
begin work, and we may request retainers or additional
retainers from time to time with respect to existing clients
and existing matters. Unless there is a mutual written
agreement to the contrary, we will holt any such retainers in
1EDE M
our firm's agency account until disbursed in accordance with
these terms and conditions or other mutual written
agreement. We may apply funds held as retainers to any past
due account balance of your account. We will return any
unapplied excess of your retainers to you within a reasonable
period of time following the conclusion of the related
engagement. Unless we determine in our discretion to apply
all or a portion of the retainers sooner, we will apply the
retainers to the final invoice for the related engagement. If
we determine for any client or matter to initially waive the
required retainer deposit, we nonetheless reserve the right at
a later date to require a retainer deposit if conditions
concerning either the extent or nature of the matter in our
discretion so warrant, or should our statements not be timely
paid as expected.
Your Consent to Future Conflicts of Interest
You are aware that the Firm has grown geographically and
represents many other entities and individuals. Thus, during
the time that we are representing you, some of our present or
future clients may have disputes or transactions with you or
other interests that may be adverse to yours. As part of this
engagement, you agree that we may undertake in the future
to represent existing or new clients in any matter that is not
substantially related to any matter as to which we have
represented or advised you, even if the interests of such
clients in those other matters are directly or indirectly
adverse to yours, and you agree not to disqualify our Film
for those conflicting representations. Of course, we agree
that we will keep confidential any information of a
nonpublic nature provided to us as a result of our
representation of you. You acknowledge that we may obtain
confidential information as a result of our representation of
other clients that might be of interest to you but for the same
reasons cannot be shared with you.
Document Retention
Unless you indicate otherwise to us in writing, we will
assume that all papers and property that you provide to us
are duplicates and that you retain all originals, so that we do
not need to return them to you. When the representation
concludes, we will (if you request) return any papers and
property that you have provided to us (or that we have
obtained for you and that belong to you) if we have them in
our possession. Our drafts and work product that we create
in relation to our work for you, however, belong to us. We
reserve the right, subject to any applicable laws or rules of
professional responsibility to the contrary, to apply records
retention policies and procedures to these items and also to
destroy within a reasonable time any items described in this
paragraph that are retained by us.
Personal Data from the European Economic Area
If you will be providing the Firm with the personal data of
individuals in the European Economic Area during the
course of the engagement, then it is your responsibility to
obtain all appropriate consents, make any necessary
disclosures, and take all other required steps to comply with
any applicable data privacy and protection laws and
regulations in connection with your use of the Firm's
services. As used herein, "personal data" means any
information relating to an identified or identifiable natural
person, to the extent that such personal data are associated
with individuals in the European Economic Area or are
otherwise within the scope of the General Data Protection
Regulation (EU) 2016/679.
Response to Audit Inquiries
If you ask that we do so, we will respond to your auditors
concerning certain "loss contingencies" as defined by
accounting standards by preparing a letter to your auditors.
To assist us in responding timely to your auditors, please
direct all audit inquiries to:
Audit Letter Coordinator
Ice Miller LLP
One American Square, Suite 2900
Indianapolis, Indiana 46282-0200.
If there are any questions presented by your audit
inquiry letter, our Audit Letter Coordinator will contact you.
Absent special circumstances, our current fee structure for
the preparation of these letters is a minimum of $300 and a
maximum of $700, depending on the extent and number of
any matters reported. However, the fee may exceed $700 if
there are many matters to be reported upon, or if the letter
requires extensive substantive attention to disclosure or
other related issues. This charge will appear on your
statement as a line item for "Services rendered in connection
with preparation of response to audit inquiry."
Termination or Withdrawal
Both you and we have the right to terminate any engagement
at any time after providing reasonable advance written
notice, and our withdrawal or termination is further subject
to applicable rules of professional responsibility. In the
event that we terminate the engagement, we will, subject to
the terms hereof, take such steps as are reasonably
practicable to protect your interests in the above matter and,
if you so request, we will suggest to you possible successor
counsel and provide that counsel with whatever papers you
have provided to us. If permission for
( 1111 1911 1
withdrawal is required by a court, we will promptly apply
for such permission, and you agree to engage successor
counsel to represent you. Otherwise, this representation will
terminate (a) once the specific services covered within the
scope of the representation have been completed and we
have sent you our final statement for services rendered in this
matter, or (b) if the engagement is open-ended without any
specific services being described, when more than six
months have elapsed from the last time you requested and
we furnished legal services to you. We are not obligated to
provide advice or other legal services concerning this
representation to you after our representation of you is
completed, or has terminated. After completion of a matter
in which we have represented you, changes may occur in the
applicable laws or regulations that could have an impact
upon your future rights and liabilities. Even though we may
send you newsletters or the like after the date of termination
of our engagement, we will have no responsibility to provide
you with updates or advice concerning any changes in the
law or regulations or future legal developments on any
matter, including those matters that may have been the
subject of a prior representation, unless you and we have
expressly agreed that we will provide this service.
Certain Limitations
Any opinions or views, formal or informal, that we may
express to you or to third parties about the outcome of a legal
matter are only our best professional estimates. Those
opinions or views are necessarily limited by our knowledge
of facts at the time that we express them and the law and
regulations that are then in effect. You understand and agree
that we cannot — and will not — promise to you, or guarantee
to you, that any particular outcome will result from your
legal matters.
Identification of Relationship
We are pleased that you have chosen Ice Miller LLP as your
legal advisor and would like to have your permission to share
this with others. By signing the acknowledgement, you
hereby grant us the authority to use your name and logo in
connection with Ice Miller LLP's marketing activities,
including, without limitation, identification of you as a client
of Ice Miller LLP on its website and other printed marketing
materials and publications issued by Ice Miller LLP. You
may revoke the consent granted in this paragraph at any time
by contacting our marketing department at
ene%esn icemiller.cum.
Revised: July 2018