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Resolution 2024-68 Resolution No. 2024-68 A RESOLUTION OF THE UNITED CITY OF YORKVILLE, ILLINOIS APPROVING AN AGREEMENT WITH CROKE FAIRCHILD DUARTE & BERES,LLP,AS BOND COUNSEL WHEREAS, the United City of Yorkville, Kendall County, Illinois (the "City"), is a duly organized unit of government of the State of Illinois within the meaning of Article VII, Section 10 of the 1970 Illinois Constitution; and WHEREAS, the City intends to issue 2025 Series C and 2025 Series D bonds (the "Bonds"); and WHEREAS, the City requires the assistance of a bond counsel in conjunction with the issuance of the Bonds; and WHEREAS, Croke Fairchild Duarte & Beres, LLP ("Croke Fairchild"), is a certified women-owned law firm based in Chicago, Illinois; and WHEREAS, two attorneys at Croke Fairchild, James Durkin and Randall Kulat, have served as the City's Bond Counsel for the City's law four bond issuances; and WHEREAS, Croke Fairchild has agreed to decrease its usual $25,000 fee by $5,000 for services related to the issuance of the Bonds if they are issued concurrently with planned 2025 Series A and 2025 Series B bonds, for a total fee of$20,000.00, which fees will be funded by bond proceeds; and WHEREAS,the City desires to enter into an engagement agreement with Croke Fairchild Duarte & Beres, LLP, as bond counsel for the issuance of the Bonds, attached hereto as Exhibit A. NOW,THEREFORE,BE IT RESOLVED by the Mayor and City Council of the United City of Yorkville, Kendall County, Illinois, as follows: Resolution No.2024-68 Page 1 Section 1. The recitals set forth above are incorporated into this Resolution as if fully restated herein. Section 2. That the engagement letter with Croke Fairchild Duarte&Beres, LLP, attached hereto as Exhibit A and made a part hereof by reference,is hereby approved,and the City's Finance Director is hereby authorized to execute said agreement on behalf of the United City of Yorkville. Section 3. That this Resolution shall be in full force and effect from and after its passage and approval as provided by law. Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this 10th day of December,A.D. 2024. Y CLERK KEN KOCH AYE DAN TRANSIER AYE ARDEN JOE PLOCHER AYE CRAIG SOLING AYE CHRIS FUNKHOUSER AYE MATT MAREK AYE SEAVER TARULIS AYE RUSTY CORNEILS AYE APPROVED by me, as Mayor of the United City of Yorkville, Kendall County, Illinois this I rday of f CVYI r ,A.D. 2024. I I / MAYOR Attest: 'VJ(L t"U VAT CLERK Resolution No.2024-68 Page 2 Exhibit A CROKE FAIRCHILD DUARTE&BERES CROKEFAIRCHILD 180 N.LASALLE ST. SUITE 3400 DUARTE & BERES CHICAGO,IL 60601 JIM DURKIN (312)529-5136 JDURKIN c@CROKEFAIRCHILD.COM November 7, 2024 Rob Fredrickson Finance Director United City of Yorkville 651 Prairie Pointe Dr. Yorkville, Illinois 60560 rfredrickonAyorkville.il.us Dear Rob: Introduction. Croke Fairchild Duarte & Beres LLC (the "Firm" or "we" or "us") appreciates the opportunity to serve as your counsel. This letter explains the policies and procedures that apply to this engagement. If this letter is acceptable, please sign this letter and return to my attention. Client. The client in the matter described below will be the United City of Yorkville (the "Client" or"you"). Unless we otherwise agree in writing, the Client will not include individuals "personally, or any of the Client's portfolio companies, subsidiaries or affiliates or any of your or their respective partners, members, shareholders, directors, officers, employees, consultants, or independent contractors". Thus, our representation of you will not give rise to any conflict of interest if our representation of any other Firm client is adverse to your portfolio companies, subsidiaries, affiliates, or any of your or their respective partners, members, shareholders, directors, officers, employees, consultants, or independent contractors. Matter; Scope. Our representation of you will be serving as your bond counsel for the 2025 Refunding Bonds Series A& B. We would be pleased to consider representing you in other matters; however, we must first confirm any such expansion or other representation in writing. Fees and Expenses. A Flat fee for the bond counsel services described above is $20,000.00 if these bonds are consolidated with the pending water and public facility bonds, otherwise, our fee for the refunding bonds will be $25,000 if issued separately form the water and public facility bonds. United City of Yorkville June 24, 2024 Page 2 We are committed to serving you with efficient and cost-effective support systems. As appropriate,we will include on our bills charges for third party services which we have to pay that relate specifically to the Matters, such as document reproduction,messenger and overnight courier service, computerized research, travel, document processing, search and filing fees, and internal litigation and practice support services. Fees and expenses of others (such as outside experts, consultants,other non-legal professionals, local counsel and co-counsel) may be billed directly to you by those others unless the Firm retains such outside experts, consultants, other non-legal professionals, local counsel and co-counsel. We want our clients to be satisfied with the quality and reasonableness of our services. For this matter, we will expect our flat fee to be paid on or around closing. Conflicts. There are no conflicts at this time as an underwriter has not been retained. Disclosures; Waivers. By your execution of this letter,you waive any conflict with respect to our engagement by any other client. We also want to make you aware of the fact that Firm partners, attorneys, and affiliates hold investments in a variety of publicly-traded corporations and private equity, venture capital, hedge and other similar funds, as well as other operating and portfolio companies, possibly including counterparties and parties involved in the Matters. Publicity. Unless the Client instructs otherwise, the Firm may, for conflicts resolution purposes, disclose to other clients and potential clients (in engagement letters or otherwise) that the Client is represented by the Firm. The Firm will not, however, disclose that it represents or has represented the Client in a particular Matter without Client's consent unless the Matter has been publicly disclosed, such as by a filing with a court or regulatory authority or by the Client's issuance of a press release. Unless the Client consents to the inclusion of additional information, the Firm's disclosure of information about a Matter will be limited to the Client's names,the names of the other party or parties, and a short description of the Matter which contains only publicly available information. Notwithstanding the foregoing, Client consents to the Firm listing Client as a client and stating public information regarding the Firm's representation of Client on the Firm's website. Term of Engagement. We trust that our relationship with you will be mutually satisfactory. However, either you or the Firm may terminate our representation at any time for any reason, subject on our part to applicable rules of professional conduct. If we terminate the representation before it is concluded, we will take reasonably practicable steps to protect the Client's interests. If a court's permission is required for withdrawal from the representation,we will promptly apply for such permission,and you agree to cooperate in such application-including,where appropriate, by engaging successor counsel in the matter. Unless previously terminated, our engagement in the Matters and representation of the Client in the Matters will terminate without further notice upon the earliest of: (i) our completion of the Matters; (ii) a decision by you not to proceed with the Matters; and (iii) our sending a final United City of Yorkville June 24, 2024 Page 3 statement for services rendered in the Matters. The termination of a Matter by either the Client or the Firm will not affect the Client's obligation to pay unpaid fees and expenses incurred as of that time,and will not be affected by the fact that the Firm(a)thereafter makes efforts to collect unpaid fees and expenses or(b) is designated in an agreement with another party or on a court service list to receive notices related to the matter. Governing Law. This agreement shall be governed by the internal laws of the State of Illinois, without regard to its conflicts of law principles. Arbitration of Disputes. We expect that any disagreement between us relating to an engagement governed by this letter or to our relationship with the Client (including any claim of malpractice or breach of contract, or relating to fees or charges for the representation) will be resolved by discussion. If,however,such discussion is not successful,we both agree that any such dispute or claim will be finally resolved by binding arbitration through the platform provided by New Era ADR, Inc. (https://app.neweraadr.com/) (the"New Era Platform") in accordance with its rules and procedures for"Virtual Expedited Arbitrations"by a professional neutral with substantial experience in resolving commercial disputes (the "Neutral"). The Neutral shall be chosen in accordance with the rules and procedures of the New Era Platform. Each of us shall be responsible for sharing equally the costs of the arbitration. The prevailing party may be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees and all other expenses) incurred in connection therewith, at the Neutral's discretion. We both consent to the jurisdiction of the federal or state courts in Chicago, Illinois, over any judicial proceedings relating to any aspect of the arbitration, including motions to confirm, vacate, modify or correct an arbitration award. The arbitration shall be governed by the Federal Arbitration Act,9 U.S.C. § 1,et seq., and judgment may be entered by any court having jurisdiction over the award or the relevant party or its assets. Each of us agrees to keep the arbitration confidential, and neither the proceeding's existence nor any element of it shall be disclosed by either of us beyond the New Era Platform, the Neutral, the parties and their counsel, and any person necessary to the conduct of the proceeding. The confidentiality obligations shall not apply if disclosure is required by law or in judicial or administrative proceedings, or to the extent that disclosure is necessary to enforce the rights arising out of the award,provided that each of us agrees to use best efforts to limit the scope of any required disclosure and, subject to court approval,to seek to submit any such disclosure to a court or agency under seal. Claimants that are not parties to this letter may not bring claims in the arbitration proceeding. This agreement to arbitrate shall constitute an irrevocable waiver of each party's right to a trial by jury, as well as of rights to discovery or to an appeal that would customarily be available in a judicial proceeding but that may be limited or unavailable in connection with such an arbitration. You acknowledge that you have had the opportunity to consult with other counsel (in- house or otherwise) prior to agreeing to this waiver, including regarding the waiver of jury trial, discovery, and appeal rights, and have made your own decision about whether to do so. United City of Yorkville June 24, 2024 Page 4 * * * Please call me if you have any questions regarding this letter. Thank you for the opportunity to serve you. Very truly yours, Jim Durkin Acknowledged and Agreed: United City of Yorkville 111.111 By: Rob Fredrickson Title: Finance Director