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HomeMy WebLinkAboutResolution 49-24RECORD OF RESOLUTIONS BARRETT BROTHERS - DAYTON, OHIO Form 6301 49-24 Resolution No. Passed ; AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AGREEMENT WITH FROST BROWN TODD, LLP FOR LAW DIRECTOR SERVICES WHEREAS, Frost Brown Todd, LLP has agreed to enter into a contract to provide law director services to the City of Dublin; and WHEREAS, Dublin City Council has reviewed the terms of the contract, attached hereto as Exhibit “A”, commencing as stated herein, and continuing through December 31, 2026, and determined the terms to be acceptable. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Dublin, State of Ohio, S_ of the elected members concurring that: Section 1. The City Manager is hereby authorized to enter into the attached agreement with Frost Brown Todd, LLP, for the provision of services as Law Director to the City of Dublin in accordance with the terms approved by Council. Section 2. This Resolution shall take effect and be in force upon passage in accordance with Section 4.04(a) of the Revised Charter. Passed this Ilfday of Depbnber 2024. Mayor — Presiding Officer ATTEST: Clefk of Cguncil {H2389011.1 } 1 AGREEMENT BETWEEN THE CITY OF DUBLIN AND FROST BROWN TODD, LLP FOR SERVICES AS LAW DIRECTOR This contract for the services of Law Director between the City of Dublin, an Ohio Municipal Corporation, (“Dublin”) and Frost Brown Todd, LLP, (“Law Director”), effective this ___ day of __________ 2024. WITNESSETH: WHEREAS, Dublin and the Law Director wish to continue their professional relationship until December 31, 2026. NOW, THEREFORE, intending to be bound by this Agreement, the parties agree as follows: 1. Routine Services Except as otherwise provided herein, the Law Director agrees to provide, and Dublin agrees to pay for the following “Routine Services” at the rate of $69,360.00 per month. a. Attending all Council meetings. b. Attending all Planning and Zoning Commission meetings. c. Attending other routine board and commission meetings upon the request of the chair or upon request of the City Manager. d. Drafting ordinances and resolutions arising in the normal course of municipal operation upon request of the City Manager or Staff, or as requested by action of City Council. e. Representing the City in all administrative hearings and general litigation. General litigation shall be defined as administrative (Chapter 2506) appeals from Dublin boards and commissions to the common pleas court level. f. Drafting all other routine documents, legal memoranda, and legal opinions as requested by the City Manager, Staff and/or Council subject to prior approval of the City Manager. g. Providing legal advice relating to matters of public law to City officials as necessary or upon request, and attending meetings and/or conferences as requested by City officials. {H2389011.1 } 2 h. Responding to City Manager and Staff inquiries about legal matters. i. Reviewing, approving and/or preparing all contracts, ordinances, and legal documents. j. Representing the City in all matters related to annexation. k. Land acquisition shall be a part of Routine Services on matters defined as normal real estate contractual issues. However, other land acquisition matters of a special or more complex nature (for example those with more complex economic development terms embodied within the real estate agreement) will be handled on a case by case basis, and may be subject to separate billing, as provided under “Non-Routine Services”, with prior approval of the City Manager as to rates and staffing. Regarding ROW land acquisition being carried out under the City’s Eminent Domain authority, all steps in the ROW acquisition process through the presentation of an offer(s) to purchase, the receipt of counter offer(s), and all early negotiations up to the filing and prosecuting an appropriation case will be considered Routine Services. l. Termination counseling, FLMA, ADA, ADEA, FLSA, Title VII, PPACA, Workers’ Compensation statutes, Collective Bargaining statutes, USERRA, COBRA, and HIPAA related questions, and other general legal advice related to labor and human resource matters shall be included as Routine Services. m. Other normal City matters requiring legal input or involvement, not specifically described under “Non-Routine Services”. 2. Non-Routine Services The following legal services shall be classified as “Non-Routine Services”, and will be separately billed, at rates as approved by the City Manager. a. Labor and Employment: Legal services provided for labor counseling, collective bargaining negotiations, fact finding, and conciliation, grievance arbitration, charges of discrimination, and lawsuits related to labor and employment issues. b. Eminent Domain: As provided under “Routine Services”, all steps in the ROW acquisition process through the presentation of an offer(s) to purchase, the receipt of counter offer(s), and all early negotiations up to the filing and prosecuting an appropriation case will be considered Routine Service. All legal services associated with filing and prosecuting of an appropriation case, including but not limited to written discovery, dispositions, mediation, and trial shall be billed separately as “Non-Routine Services” at hourly rates, as approved in advance of the work by the City Manager. {H2389011.1 } 3 c. billed separately. Complex litigation will be defined as major litigation that involves, for example purposes only, significant written or oral discovery, significant motion practice, and attendance at hearings before a judge and/or a jury. Complex litigation shall also include Chapter 2506 appeals that proceed past the common pleas level. All rates for complex litigation shall be pre-approved by the City Manager prior to the Law Department commencing work on any individual matter. Applicable rates will be negotiated at the time the complex litigation arises and will be based upon staffing needs and selection of legal expertise by the City Manager. d. Special Projects, including matters involving economic development: Subject to agreement of both parties, the Law Director shall undertake special projects. Such special projects shall be as agreed upon by the Law Director and the City Manager in terms of both scope and fees. e. Special Counsel: The Law Director may utilize the services of other attorneys both within the firm and outside the firm as Assistant Law Director, Prosecutor and/or Special Counsel, subject to the City Manager’s prior approval as to individual cases, attorneys and fee arrangements. 3. Mayor’s/Municipal Court Services The Law Director shall serve as the City’s prosecutor for cases before Mayor’s Court and for traffic and criminal matters in Franklin County Municipal Court. These services shall be provided at the rate of $15,000 per month. 4. Term This contract shall take effect and be in force October 1, 2024 through December 31, 2026. However, at any point during the term of this Contract, either Party may terminate this Agreement upon providing sixty (60) days’ notice of its intent to terminate to the other Party. 5. Annual Review City Council and the City Manager shall perform an annual performance review with the Law Director each year of the contract term. The review shall take place no later than June 1st of each calendar year. 6. Miscellaneous Provisions a. Indemnification: • Professional Liability. Relative to any and all claims, losses, damages, liability and cost, the Law Director agrees to indemnify and save the City, its officers, officials, and employees harmless from and against any and all suits, actions or {H2389011.1 } 4 claims for property losses, damages or personal injury arising from the negligent acts, errors or omissions by the Law Director or its employees. • Non-Professional Liability (General Liability). To the fullest extent permitted by law, the Law Director shall indemnify, defend and hold harmless the City, its officers, officials, employees or any combination thereof, from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of the acts or omissions of the Law Director, provided that such claim, damage, loss or expenses is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of property (other than the work itself) including loss of use resulting therefrom, but only to the extent caused by the negligent acts or omissions of the Law Director, any subconsultant(s) of the Law Director, its agents, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim damage, loss or expense is caused in part by a party indemnified hereunder. Such obligations shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this paragraph. b. Insurance Requirements: The Law Director shall maintain the insurance coverage limits specified in Exhibit A throughout the term of this Agreement. c. Expenses and Disbursements: In addition to charges for professional services as described above, the Law Director may charge the City for expenses incurred on its behalf. These expenses may include but are not limited to the following examples: duplication and binding of documents; messengers, couriers and postal services; expenses for computerized legal research and other automated services; and other business expenses as approved by the City Manager. In addition, the Law Director’s services frequently require engaging the services of third parties on the City’s behalf. Generally, the City will be asked to pay such third parties directly, provided that, whenever possible, the City Manager shall approve in advance the third party service provider, and the cost of those third party services. Where relatively small amounts of money are involved (as determined by the City Manager), the Law Director may advance payments to third parties and include them in the periodic bills. These smaller disbursements include the following types of expenses: state agency filing fees; outside duplication of documents; fees for commencing lawsuits and service of process; deposition and court stenographer fees; expert witness and consultant fees; real estate recording fees and taxes; Uniform Commercial Code search fees; and, in general, any fees or charges the Law Director pays to governmental or quasi- governmental agencies. d. All invoices for legal services (including those for Routine Services, Non-Routine Services, Mayor’s Court and prosecutorial services at Franklin County Municipal Court) shall include a detailed itemization of the work tasks performed during that billing period, the person performing the work, the billing rates (where applicable) {H2389011.1 } 5 and the time spent on each task. The invoice shall be organized by related work categories and/or projects, as specified by the City Manager. e. The Law Director shall provide an estimated budget for the projected costs (or cost range) associated with potential litigation. The City and the Law Director acknowledge the uncertainty and volatility associated with such estimates, which are intended for use in the City’s budgeting and risk assessment purposes. f. It shall be the responsibility of the Law Director to pay for any and all municipal publications, services, updates, seminars, conferences, etc., that may be utilized or attended on Dublin’s behalf. g. In the event that the Law Director becomes incapacitated, unable to perform the duties, or no longer serves as Law Director, it is hereby agreed that the files and records shall become Dublin’s property, except for information which would be classified as work product under Ohio law, which the Law Director shall release to an attorney designated by the City Manager. IN WITNESS WHEREOF, the parties have executed this Agreement. FROST BROWN TODD LLP Philip K. Hartmann, Partner CITY OF DUBLIN Megan O’Callaghan, City Manager CERTIFICATION OF FUNDS I hereby certify that the funds required to meet the City's obligation, payment, or expenditure under this Agreement have been lawfully appropriated or authorized for such purpose and are free from any obligation now outstanding. Matthew Stiffler, Director of Finance Date 0127206.0607934 4871-4867-6833v1 Office of the City Manager 5555 Perimeter Drive • Dublin, OH 43017-1090 Phone: 614-410-4400 • Fax: 614-410-4490 Memo To: Members of Dublin City Council From: Megan O’Callaghan, City Manager Date: September 10, 2024 Re: Resolution 49-24 - Authorizing the City Manager to Enter into a Contract with Frost Brown Todd LLP for Law Director Services Summary Attached is a proposed agreement for law director services between the City of Dublin and Frost Brown Todd, LLP (“FBT”) to provide general and special services continuing through December 31, 2026. By way of background, the Dublin Revised Charter creates a Department of Law in Section 6.01. Pursuant to Section 6.03(b), the Director of Law shall be appointed and removed by the City Manager, subject to the consent and approval of Council. For the 2021-present contract period, the monthly flat fee rate for routine services is $69,360.00. Routine services include attending all designated public meetings and staff meetings; drafting ordinances, resolutions, and legal memoranda; handling planning/zoning/land use matters, including attendance at all Planning and Zoning Commission meetings; leading the right-of-way acquisition process prior to commencement of litigation; representing the City in all administrative hearings and general litigation (Chapter 2506 hearings through the common pleas level); drafting and negotiating contracts, including contracts for special events such as St. Patrick’s Day, Fourth of July and the Irish Festival; prosecuting code enforcement violations; handling annexation matters; assisting staff in responding to public records requests; drafting policies and assisting in drafting administrative orders and advising City officials and employees on day-to-day matters. The monthly flat fee for Mayor’s Court and Municipal Court services for the current contract period is $15,000.00 per month. This proposed agreement maintains the same scope and fees as the current contract, with no increases. Background Pursuant to Council’s direction, staff conducted a competitive selection process for law director services. A Request for Proposals (RFP) was advertised in March of 2024. The scope of services set forth in the RFP included routine (included in retainer) and special legal services consistent with the structure of our law director services contract. The RFP was broadly communicated on the City’s website, via direct email notifications to potential firms, on the Ohio Municipal League website and provided to the Ohio Bar Association to share with their membership. The City received two proposals in response to the RFP. FBT submitted a proposal for comprehensive legal services in accordance with the requested scope of services as outlined in the RFP. Bricker Graydon submitted a proposal for only the special legal services portion of the requested scope of services. The FBT team has a long record of service for the City. Steve Smith, Sr. began his role as Law Director in the 1970s and continued until 2016, when Jennifer Readler took over as Law Director and served until her untimely passing on July 22, 2023. Stephen Smith, Jr. has also worked with the City of Dublin for 24 years. Yaz Ashrawi has worked with the City since 2013; Thad Boggs and Jesse Shamp have worked with the City since 2017 and 2018, respectively. Marty Nobile has served as the prosecutor for Dublin since 2007. As this demonstrates, the team has a wealth of historical and institutional knowledge due to decades of working with the City. FBT has one of the premier public sector legal teams in our ten-state region and provides services to some of the largest public entities in its footprint. With over 500 lawyers in the firm, FBT has the resources and capacity to perform all general counsel and select special counsel work for the City of Dublin. FBT has a long history of public sector work and regularly works with cities and public officials on various issues. With quality as the number one priority, projects are assigned according to the experience level and capacity of the assigned attorney to ensure an excellent work product and prompt delivery. Phil Hartmann will continue to oversee all aspects of the FBT team, assisting the City on a day- to-day basis. He has worked with the City of Dublin for nearly 25 years. The firm has asked Phil to serve as Chair to the FBT Government Service Practice Group beginning January 1, 2025. He previously served as the practice group chair of the Government Service Practice Group at Schottenstein, Zox & Dunn and successor Ice Miller. Over 40 FBT attorneys and paralegals have worked on Dublin matters during the last several years. In addition to managing the FBT operations, Phil also oversees special counsel matters involving Squire Patton Boggs and Daniels & Rhodes, which pertains to public finance matters and Taft, which advises on telecommunications matters. Yaz Ashrawi will closely assist Phil. All special matters are authorized by the City Manager and billed at a reduced hourly rate. FBT is uniquely equipped to handle this work as they have over 600 lawyers in 15 offices across a ten- state footprint. FBT’s Government Services Group alone has over 50 attorneys who are focused on representing public entities. In addition to all the general counsel services, FBT provides a “one stop shop” for specialized services, such as: • Construction • Labor and employment • Collective bargaining • Environmental • Economic development • Workers’ compensation • Intellectual property • Eminent domain litigation, as well as other specialized litigation • Tax Recommendation Staff recommends approval of the Resolution at the September 16, 2024 meeting.