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HomeMy WebLinkAboutResolution 45-26RECORD OF RESOLUTIONS BARRETT BROTHERS - DAYTON, OHIO Form 6301 45-26 Resolution No. Passed. AUTHORIZING THE CITY MANAGER TO ENTER INTO A CONTRACT WITH FBT GIBBONS, LLP FOR LAW DIRECTOR SERVICES : WHEREAS, Thaddeus Boggs 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, 2028, and determined the terms to be acceptable. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Dublin, State of Ohio, _"7_ of the elected members concurring that: Section 1. The City Manager is hereby authorized to enter into the attached agreement with FBT Gibbons, 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 12“day of Ocdoher , 2026. ar Mayor — Presiding Officer ATTEST: Clefk of Gouncil {H2389011.1 } 1 AGREEMENT BETWEEN THE CITY OF DUBLIN AND FBT Gibbons, 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 FBT Gibbons, LLP, (“Law Director”), effective the 1st day of January, 2027. WITNESSETH: WHEREAS, Dublin and the Law Director wish to continue their professional relationship until December 31, 2028. 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 $76,300.00 per month. a. Attending all regular and special Council meetings. b. Attending all regular and special Planning and Zoning Commission meetings. c. Attending other routine Council committee or board and commission meetings upon the request of the chair or City Manager, or Executive Leadership Team member. d. Drafting ordinances and resolutions arising in the normal course of municipal operation upon request of the City Manager or Council. e. Drafting all other routine documents, legal memoranda, and legal opinions as requested by the City Manager, Council members, board and commission members and Executive Leadership Team members about legal matters. f. 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. g. Responding to the City Manager, Council members, board and commission members and Executive Leadership Team members about legal matters. h. Attending meetings and discussions with City, County, Township, state and Federal officials and other governmental officials. {H2389011.1 } 2 i. Attending meetings with the development community and staff. j. Attending meetings with Executive Leadership Team members, including but not limited to weekly staff meetings and bi-weekly Council agenda meetings, and bi- weekly Planning and Zoning Commission agenda meetings. k. Preparing and updating standard contract/bid forms for use by all City departments. l. Providing legal updates and training for boards and commissions. m. Providing legal updates and training for City departments, e.g., police training. n. Overseeing the representation of the City in any case where insurance counsel is retained by the carrier where the insurance counsel is primary or lead trial attorney. o. Representing the City in all matters related to expedited annexation matters. p. Land acquisition shall be a part of Routine Servies defined as normal real estate contractual issues. Regarding right-of-way (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 counteroffer(s), and all early negotiations up to the filing and prosecuting of an appropriation case will be considered general matters. q. Termination counseling, FMLA, 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. 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 counteroffer(s), and all early negotiations up to the filing and prosecuting of 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, depositions, mediation, and trial shall be billed separately as “Non- Routine Services” at hourly rates, as approved in advance of the work by the City {H2389011.1 } 3 Manager. c. Litigation: Complex litigation is not included within “Routine Services” and will be 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 administrative appeals. 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 his firm and outside his 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 $16,500 per month. 4. Term This contract shall take effect and be in force January 1, 2027, through December 31, 2028. 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 July 1st of each calendar year. 6. Miscellaneous Provisions a. Indemnification: {H2389011.1 } 4 • 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 claims for property losses, damages or personal injury arising from the negligent acts, errors or omissions by the Law Director or assistant law directors. • 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, his 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. • Law Director’s indemnity obligations under this section shall not exceed the terms or limits of any of Law Director’s applicable insurance coverages. b. Insurance Requirements: The Law Director shall maintain the insurance coverage limits specified below throughout the term of this Agreement: Professional Liability Coverage in the annual amount of $75,000,000 per claim and $ 150,000,000 in the aggregate. 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 {H2389011.1 } 5 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 and Non-Routine Services) shall include a detailed itemization of the work tasks performed during that billing period, the person performing the work, the billing rates (where applicable for Non-Routine Services) and the time spent on each task. Invoices for Mayor’s Court and prosecutorial Services at Franklin County Municipal Court shall include a general statement of work and time spent. 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 he or his office may utilize or attend on Dublin’s behalf. g. In the event that the Law Director becomes incapacitated, unable to perform his duties, or no longer serves as Law Director, it is hereby agreed that his 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. FBT GIBBONS, LLP Thaddeus M. Boggs, Law Director Designate CITY OF DUBLIN Megan O’Callaghan, City Manager {H2389011.1 } 6 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. Matt Rubino, Director of Finance Date 0127206.0607929 4889-2234-6956v1 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: October 6, 2026 Initiated By: Michael E. Barker, Deputy City Manager Mara Hunter, Management Analyst Re: Resolution 45-26 – Authorizing the City Manager to Enter into a Contract with FBT Gibbons, LLP for Law Director Services Summary Attached is a proposed agreement for law director services between the City of Dublin and FBT Gibbons, LLP (“FBT Gibbons”) to provide routine and special matter services continuing through December 31, 2028. 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 2024-present contract period, the monthly flat fee rate for routine services is $69,360.00. This rate has been in place since the 2022-2023 contract period. 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; 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 during the current contract period is $15,000.00. This rate has also been in place since the 2022-2023 contract period. The proposed scope of services is similar to the City’s current agreement with Frost Brown Todd, LLP/FBT Gibbons LLP. Most routine and non-routine legal services remain unchanged, including legal counsel, legislation drafting, annexation support, land acquisition, litigation management and employment law advice. The proposal does, however, expressly include additional meeting participation, training, coordination with governmental partners, development community engagement, and contract form updates. The proposed fee structure reflects an approximately 10% increase over the current contract, with routine legal services increasing from $69,360 to $76,300 per month and prosecution services increasing from $15,000 to $16,500 per month. Resolution 45-26 – Authorizing the City Manager to Enter into a Contract with FBT Gibbons, LLP for Law Director Services October 6, 2026 Page 2 of 3 Background Pursuant to standard practice, staff conducted a competitive selection process for law director services. A Request for Proposals (RFP) was advertised in June of 2026. 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 for sharing with its membership. The RFP was downloaded 23 times. The City received four proposals in response to the RFP from FBT Gibbons, Bricker Graydon Wyatt, Brennan Manna & Diamond and Freeman, Mathis & Gary. Following an initial review, staff members shortlisted FBT Gibbons and Bricker Graydon Wyatt for the interview phase. During the interviews, staff further evaluated each firm’s proposed team, municipal law experience, service approach, responsiveness, fee structure, and ability to support the City’s day-to-day legal needs. Based on the proposals and interview discussions, staff selected FBT Gibbons as the preferred firm to serve as the City of Dublin’s legal counsel. Cost was evaluated as part of the overall value of each proposal, including the scope of services, staffing, continuity and anticipated transition requirements. Although Bricker offered a lower proposed base cost, staff determined that FBT Gibbons provides the stronger overall value through its established service model, institutional knowledge and ability to continue supporting active City matters without a significant transition or learning period. 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 in 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 served as the prosecutor for Dublin since 2007 and was replaced by Grant Wright in June 2026. As this demonstrates, the team has a wealth of historical and institutional knowledge due to decades of working with the City. FBT Gibbons has one of the premier public-sector legal teams in our region and provides services to some of the largest public entities within its footprint. Following the combination of Frost Brown Todd, LLP and Gibbons P.C. in 2026, the firm now brings together the strengths of two well- established legal practices, creating a broader national platform with enhanced resources, expanded geographic reach, and deeper experience across a wide range of practice areas. With over 800 lawyers in the firm, FBT Gibbons has the resources and capacity to perform all general counsel and select special counsel work for the City of Dublin. FBT Gibbons has a long history of public-sector work and regularly collaborates with cities and public officials on a range of issues. With quality as the number one priority, projects are assigned based on the assigned attorney's experience level and capacity to ensure an excellent work product and prompt delivery. Thad Boggs will be named as the Law Director, effective January 1, 2027, overseeing all aspects of the FBT Gibbons team and assisting the City with day-to-day legal matters. Thad has worked with the City of Dublin for nearly 9 years. Over 40 FBT attorneys and paralegals have worked on Dublin matters during the last several years. Yaz Ashrawi will closely assist Thad. 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 it has over 800 lawyers across 25 offices nationwide. Resolution 45-26 – Authorizing the City Manager to Enter into a Contract with FBT Gibbons, LLP for Law Director Services October 6, 2026 Page 3 of 3 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 Resolution 45-26 at the October 12, 2026, City Council meeting.