R-20-06VILLAGE OF DEERFIELD
RESOLUTION NO. 2020- R-20-6
A RESOLUTION APPROVING AN ENGAGEMENT LETTER FOR THE
VILLAGE ATTORNEYS NEW LAW FIRM
WHEREAS, the Village of Deerfield ("Village') is a home rule municipality in
accordance with Article VII, Section 6 of the Constitution of the State of Illinois of 1970;
and
WHEREAS, Steven M. Elrod was appointed to the office of Village Attorney on
April 16, 2018; and
WHEREAS, Village Attorney Elrod has established the new law firm, Elrod
Friedman LLP, at which he and his colleagues serving the Village intend to practice law;
and
WHEREAS, in the exercise of the Village's home rule powers, the Village Board
desires to continue to engage Village Attorney Elrod under the terms and conditions set
forth in the Elrod Friedman LLP engagement letter attached to this Resolution as
Exhibit A (the "Engagement Letter"); which terms and conditions are substantially
the same as those set forth in the Village Attorney's existing engagement; and
WHEREAS, the Village Board has determined that it will serve and be in the best
interests of the Village and its residents to approve the Engagement Letter.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE BOARD OF
DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, as follows:
SECTION 1: RECITALS. The Village Board hereby adopts the foregoing recitals
as its findings, as if fully set forth herein.
SECTION 2: APPROVAL OF ENGAGEMENT LETTER. The Village Board
hereby approves the Engagement Letter.
SECTION 3: AUTHORIZATION TO EXECUTE ENGAGEMENT LETTER.
The Village Board hereby authorizes and directs the Mayor and the Village Clerk to
execute, on behalf of the Village, the Engagement Letter.
SECTION 4: EFFECTIVE DATE. This Resolution shall be in full force and effect
from and after its passage and approval by a vote of the requisite majority of the members
of the Village Board.
AYES: Benton, Jester, Oppenheim, Seiden, Shapiro, Struthers
NAYS: None
ABSTAIN: None
ABSENT: None
PASSED: February 18, 2020
APPROVED: February 19, 2020
RESOLUTION NO: R-20-6
A
Harriet Rosenthal, Mayor
ATTEST:
Kent i. Street, Vi age Clerk
EXHIBIT A
En2ap_ement Letter
#72932627_vl
:l�1 - Y'r-Or-
Elrod
FrledmanLLP
February 18, 2020
Hon. Harriet Rosenthal, Mayor
Village of Deerfield
850 Waukegan Road
Deerfield, IL 60015
Re. Elrod Friedman LLP Engagement
Dear Mayor Rosenthal:
N., .
Chicago, Illinois 60644
w wwA rod fried m an.co n►
The purpose of this letter is to confirm the retention of Elrod Friedman LLP to represent
the Village of Deerfield, Illinois for general legal services and consultation effective as of
February 18, 2020. Steven M. Elrod has been officially appointed by the Village to serve in the
office of Village Attorney, and will be primarily responsible for this engagement. Other attorneys
of the firm will be available to provide support, assistance, and counsel as appropriate. The
scope of our engagement includes the services assigned to the office of Village Attorney, as
provided in the Deerfield Municipal Code. Specifically, this engagement as Village Attorney
shall include the provision of all legal services for the Village as general counsel for the Village
with the exception of the following services, unless specifically requested by the Mayor: Village
Prosecutor, Labor Relations, Bond Counsel, and Counsel for the Board of Police
Commissioners.
We look forward to continuing to serve your needs.
The purpose of this letter is to confirm our engagement as counsel and to provide you
certain information concerning our fees, billing and collection policies, and other terms that
govern our relationship. Attached to this letter are our Fiirm's standard terms of engagement.
Please review these and let me know if you have any questions concerning our policies.
If the terms described above and in the attached terms of engagement are satisfactory,
please so indicate by signing and returning the enclosed copy of this letter
SMEAJd
We look forward to continuing our -engagement with the Village,
Sincerely,
Zteve"n M. Elrod
Approved this iday of�2020.
VILLAGE OF DEERF�LD, ILLINOIS
Harriet Rosenthal, Mayor
ELROD FRIEDMAN L LP
TERMS OF ENGAGEMENT
We appreciate your decision to retain Elrod Friedman LLP as your legal counsel.
Our engagement and the services that we will provide to you are limited to the matter identified
in the accompanying letter. Any changes in the scope of our representation as described in the
letter must be approved in writing. We will provide services of a strictly legal nature related to
the matters described in that letter. You will provide us with the factual information and
materials we require to perform the services identified in the letter, and you will make such
business or technical decisions and determinations as are appropriate. You will not rely on us
for business, investment, or accounting decisions, or expect us to investigate the character or
credit of persons or entities with whom you may be dealing, unless otherwise specified in the
letter.
We cannot guarantee the outcome of any matter. Any expression of our professional judgment
regarding your matter or the potential outcome is, of course, limited by our knowledge of the
facts and based on the law at the time of expression. It is also subject to any unknown or
uncertain factors or conditions beyond our control.
Confidentiality and Related Matters
As a matter of professional responsibility, we are required to hold confidential all information
relating to the representation of our clients, subject to certain exceptions that we will discuss
with you. This professional obligation and the legal privilege for attomey-client communications
exist to encourage candid and complete communication between a client and his lawyer_ We
can perform truly beneficial services for a client only if we are aware of all information that might
be relevant to our representation. Consequently, we trust that our attomey-client relationship
with you will be based on mutual confidence and unrestrained communication that will facilitate
our proper representation of you.
Additionally, you should be aware that, in instances in which we represent a corporation or other
entity, our client relationship is with the entity and not with its individual executives,
shareholders, directors, members, managers, partners, or persons in similar positions, or with
its parent, subsidiaries, or other affiliates. In those cases, our professional responsibilities are
owed only to that entity, alone, and no conflict of interest will be asserted by you because we
represent persons with respect to interests that are adverse to individual persons or business
organizations who have a relationship with you.
The firm attempts to achieve efficiencies and savings for its clients by managing the firm's
administrative operations (e.g., file storage, document duplication, word processing,
accountinglbilling) in the most efficient manner possible, including outsourcing certain functions
to third parties. Outsourcing in this manner may require the firm to allow access by third parties
to your confidential information, and In some cases, these third parties may be located outside
the United States. The firm will follow applicable legal ethics rules with regard to such
outsourcing and protection of confidential information.
Of course, as a governmental entity, the Village is subject to various °sunshine" laws, such as
the Freedom of Information Act and the Open Meetings Act, which require certain information
and activities to be accessible to the public. To the extent that we obtain any information from
the Village or its officers, officials, and employees that is not subject to disclosure under
applicable laws or that is not otherwise obtained in a public forum, we will treat such matters as
confidential. On the other hand, if we obtain information in the course of our representation of
the Village and such information would be obtainable under applicable law by members of the
public, such information would not be confidential and could be disclosed to others. We will, of
course, adhere to these same information disclosure principles with our other governmental and
private sector clients.
Legal Fees
Our fees for services will be determined as described in the following paragraphs.
We will perform our services to the Village on a straight hourly basis. The calendar year 2020
hourly rate of certain of our attorneys who are expected to render services to the Village are
included as Attachment A to these Terms of Engagement. These rates represent a substantial
discount from our standard hourly rates and are reserved only to our governmental clients for
whom we serve as general counsel. We will also perform services under our previously
approved retainer arrangement. That arrangement is summarized in Attachment B. The billing
rates will be evaluated for adjustment by our firm annually. You will be notified of any hourly
rate and retainer adjustment in January of each calendar year. Billing rate adjustments and the
monthly retainer adjustment will be effective on January 1 of each calendar year.
Disbursements
In addition to legal fees, our statements will include out-of-pocket expenses that we have
advanced on your behalf. Advanced expenses generally will include, but are not limited to, such
items as travel, postage, filing, recording, outsourced photocopying, certification, and
registration fees charged by governmental bodies.
During the course of our representation, it may be appropriate to hire third parties to provide
services on your behalf. These services may include such things as consulting or testifying
experts, investigators, providers of computerized litigation support, and court reporters.
Because of the legal "work product" protection afforded to services that an attorney requests
from third parties, in certain situations our firm may assume responsibility for retaining the
appropriate service providers. Even if we do so, however, you will be responsible for paying all
fees and expenses directly to the service providers or reimbursing us for these expenses.
Billing
We bill periodically throughout the engagement for a particular matter, and our periodic
statements are due when rendered. If our fees are based primarily on the amount of our time
devoted to the matter, our statements will be rendered monthly. In instances in which we
represent more than one person with respect to a matter, each person that we represent is
jointly and severally liable for our fees and expenses with respect to the representation. Our
statements contain a concise summary of each matter for which legal services are rendered and
a fee is charged.
It is the firm's policy that if an invoice remains unpaid for more than 120 days, absent
extraordinary circumstances and subject to legal ethics constraints, we have the right to
withdraw from this engagement, and you hereby authorize us to withdraw from all
representation of you. Any unapplied deposits will be applied to outstanding balances.
Payment of our fees and costs is not contingent on the ultimate outcome of our representation,
unless we have expressly agreed in writing to a contingent fee.
-2-
Questions About Our Bills
We invite you to discuss freely with us any questions that you have concerning a fee charged
for any matter. We want our clients to be satisfied with both the quality of our services and the
reasonableness of the fees that we charge for those services. We will attempt to provide as
much billing information as you require and in such customary form that you desire, and are
willing to discuss with you any of the various billing formats we have available that best suits
your needs.
Relationships with Other Clients
During our engagement, we may be asked to represent a client with respect to interests that are
adverse to yours. The ethics that govern us permit us to accept such multiple representations,
assuming certain conditions are met, as set forth below.
During the term of this engagement, we will not accept representation of another client to
pursue interests that are directly adverse to your interests unless and until we make full
disclosure to you of all the relevant facts, circumstances, and implications of our undertaking the
two representations, and confirm to you in good faith that we have done so and that the
following criteria are met: (i) there is no substantial relationship between any matter in which we
are representing or have represented you and the matter for the other client; (ii) any confidential
information that we have received from you will not be available to the lawyers and other Elrod
Friedman LLP personnel involved in the representation of the other client; (iii) our effective
representation of you and the discharge of our professional responsibilities to you will not be
prejudiced by our representation of the other client; and (iv) the other client has also consented
in writing based on our full disclosure of the relevant facts, circumstances, and implications of
our undertaking the two representations. If the foregoing conditions are satisfied, we may
undertake the adverse representation and all conflict issues will be deemed to have been
resolved or waived by you.
By making this agreement, we are establishing the criteria that will govern the exercise of your
right under applicable ethical rules to object to our representation of another client whose
interests are adverse to yours. If you contest in good faith the facts underlying our confirmation
to you that the specified criteria have been met, then we will have the burden of reasonably
supporting those facts.
Termination
Upon completion of the matter to which this representation applies, or upon earlier termination
of our relationship, the attorney -client relationship will end unless you and we have expressly
agreed to a continuation with respect to other matters. We hope, of course, that such a
continuation will be the case. The representation is terminable at will by either of us. The
termination of the representation will not terminate your obligation to pay fees and expenses
incurred prior to the termination and for any services rendered or disbursements required to
implement the transition to new counsel.
Your agreement to this engagement constitutes your acceptance of the foregoing terms and
conditions. if any of them are 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.
-3-
ATTACHMENT A
ELROD FRIEDMAN LLP
Billing Rates Effective February 18, 2020 through December 31, 2021
Selected Attorneys Expected to Serve
VILLAGE OF DEERFIELD
Partners:
Burkland, Mark E.
�d Elrod, Steven M.
Friedman, Peter M.
Passman, Hart M.
Schuster, Benjamin L.
Non -Partners:
Cawley, Megan R.
Mike, Andrew N.
Lenneman, Brooke D.
Monteleone, Jeffrey_N_
-- - Weiss, Stewart J.
Paralegals/Assistants:
McDermott, Kevin
Special
Government
Government
Discounted
Discounted
Rate
Rate'
(Rate Charged to
(Rate Charged to
Deerfield)
Deerfield)
355
500
375
500
375.
500
355
470
280
430
k
285
I._ 435�
255
375
225 —
—_ --- 360
275
400
200 i 325
Retainer
Monthly General Retainer: $ 4,910.00
The Special Government Rate is generally used for matters for which the Village is required to
receive reimbursement of legal fees from third party applicants (e.g. applicants for zoning
relief).
ATTACHMENT B
RETAINER AND NON -RETAINER ARRANGEMENT
FOR THE VILLAGE OF DEERFIELD
This Attachment describes the mechanics of the retainer arrangement for the billing of
certain portions of the legal services that our law firm provides to the Village.
A. Retainer Amount. The amount of the monthly retainer is set forth on the chart
attached as Attachment A. The retainer amount is reviewed and adjusted annually.
B. Matters Covered by the Retainer "Retainer Mattere, Below is a list of the
"General Matters" that are typically included in the Retainer.
1. Attendance at all Village Board Meetings.
2. Provision of general legal advice to the Village Manager's office via
telephone and email.
3. Reviewing and revising routine ordinances and resolutions drafted by the
Village Staff.
4. Drafting of the annual audit letter to the Village's auditor,
5. Review of the agendas and supporting materials prior to each Village
Board meeting.
6. Presentation of, and invitation of the Village Board and Staff to, the firm's
biennial seminar for elected and appointed officials.
C. Matters Not Covered b , Retainer f" Non -Retainer Matters° - Matters not
covered under the retainer are litigation, special projects, ordinance and contract negotiation
and drafting, and development projects for which the Village's legal expenses will be reimbursed
by the private developer. Examples of Non -Retainer Matters are listed below:
All matters that are not specifically listed in the "Retainer" Category above, including specifically
the following:
Legal services related to litigation, when (a) an action has actually been
filed and the Village is or is likely to be substantially involved, (b) litigation
by or against the Village is probable or imminent, or (c) it is contemplated
that the Village will be a party to litigation.
2. Annexations
3. Bond issues (acting as Issuer's Counsel)
4. Special Financing projects, including Special Service Areas, Special
Assessments, Tax increment Financing, Business Districts, County Tax
Assessment programs, Sales Tax Rebates, and state and federal grants.
5. Attending meetings of subsidiary boards and commissions,
6. Special use permits, planned developments, variations, and subdivision,
including, without limitation, private zoning and other development
-1
applications such as specific dockets and petitions seeking planning,
subdivision, or zoning relief.
7. Preparing amendments or re -writes to all or parts of the Village Code or
zoning regulations.
8. Franchise agreement negotiations and drafting.
8. Real estate matters, including sales and acquisitions, easements, and
licenses.
10. Intergovernmental agreements.
11. Any matters not included under Retainer Matters.
D. Invoicin, - Retainer Matters. The monthly retainer amount will be billed to, and
paid by, the Village regardless of the amount of retainer -related work actually performed by our
firm during that month. It is anticipated that in some months, the dollar value of the work
performed by us may exceed the monthly retainer amount; and in some months, the dollar value
of the work may be less than the monthly retainer amount. The invoice that the Village receives
from our firm each month will simply state the agreed retainer amount for the services rendered.
No further detailed information will be provided with the monthly bill. At the end of each Village
fiscal year, we will make available to you information necessary to determine whether the
retainer resulted in fair treatment for both the Village and our firm, and whether a future
adjustment in the retainer amount is necessary. However, no refund or additional payment will
be expected or required.
E. Invoicing_- Non -Retainer. Matters, The Non -Retainer matters will be billed at the
applicable hourly rates for the attorneys involved, which in all cases will be our discounted
government rates or special government rates. The Village will receive a detailed monthly
invoice for each Non -Retainer Matter. Our statements will show what specific tasks were
performed, which attorney or paralegal performed each task, and the exact amount of time (in
1110th hour increments) devoted to each task by each attorney or paralegal.
-2-