Village approves $1.5 million general obligation promissory note; engagement letter flagged for potential conflict language

The Village of Waukesha on June 12 approved a resolution authorizing the issuance and sale of a $1.5 million general obligation promissory note to fund road projects and related costs, and signed an engagement letter with bond counsel to proceed with the financing.

Finance staff presented an adjusted loan amount after additional road change orders increased the total need from about $1.43 million to $1.5 million. The board approved an engagement letter to proceed with issuance; trustees discussed a clause in the firm’s standard engagement letter that asks the client to consent to the law firm’s continued representation of unrelated clients, including potential future litigation against the village. One trustee summarized the concern as: the engagement letter contains "diversity of practice consent to unrelated engagements," meaning the firm could represent other parties in unrelated matters.

Village counsel and trustees noted that this language is common in outside counsel engagement letters and is intended to preserve a firm’s broad practice; however, because it can create awkward situations if a firm later represents someone suing the village, trustees raised the provision publicly and confirmed the board was aware of it before signing. The board then approved Resolution 2025-R-02 (authorizing the issuance and sale of the $1.5 million note) and signed the engagement letter. The bond resolution includes an amortization schedule for repayment over the agreed term.

Officials said a small additional engagement fee ($500) was part of adjusting the engagement paperwork to the final loan amount. The resolutions and engagement were adopted by unanimous vote.