Resolution 64-11RECORD OF RESOLUTIONS
Inc.. Form No, MM
64 -11
Resolution No. Passed 20
A RESOLUTION AUTHORIZING THE CITY MANAGER
TO ENTER INTO A CONTRACT FOR THE PROVISION
OF LEGAL SERVICES
WHEREAS, Law Director Stephen J. Smith has agreed to enter into a contract to
provide legal services to the City of Dublin; and
WHEREAS, Dublin City Council has reviewed the terms of the contract, attached
hereto as Exhibit "A," commencing January 1, 2012 and continuing through
December 31, 2013, and determined the terms to be acceptable.
NOW, TF EREFORE, BE IT RESOLVED by the Council of the City of Dublin, State of
Ohio, of the elected members concurring that:
Section 1 . The City Manager is hereby authorized to enter into the attached
agreement with Stephen J. Smith, attorney, for the provision of legal services 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 day of J )Cn PVy� l� 2011.
Mayor — Pr ing Officer
ATTEST:
t l� �
Clerk of Council
City of Dublin
Office of the City Manager
5200 Emerald Parkway • Dublin, OH 43017 -1090
Phone: 614-410-4400 • Fax: 614 -410 -4490
To: Members of Dublin City Council
From: Marsha I. Grigsby, City Manager
Date: December 8, 2011
e
Initiated By: Sara Ott, Sr. Project Manag rAgreement Re: Resolution 64 -11 - Authorizing a with Stephen 1. Smith /Ice Miller
for Law Director Services
Summary
Attached is a proposed agreement between the City of Dublin and Stephen 1. Smith /Ice Miller for
the services of Law Director. The agreement provides for several routine services to be provided
to the City for a flat rate of $68,000 per month and for Mayor's Court services to be provided at a
flat rate of $10,000 per month. These rates reflect no increased cost to the City for Law Director
services.
Additionally, the agreement specifies the conditions under which non - routine legal services may be
provided. In 2009, additional internal controls were established for the review and approval of
non - routine services. These additional controls have been successful in managing the City's legal
expenses.
Recommendation
Staff recommends approval of Resolution 64 -11 at the December 12, 2011 Council meeting.
AGREEMENT BETWEEN THE CITY OF DUBLIN
AND STEPHEN J. SMITH /ICE MILLER
FOR SERVICES AS LAW DIRECTOR
This contract for the services of Law Director between the City of Dublin, an Ohio
Municipal Corporation, ( "Dublin ") and Stephen J. Smith/Ice Miller, ( "Law Director "), effective
this 1st day of January 2012.
WITNESSETH
WHEREAS, Dublin and the Law Director wish to continue their professional
relationship until December 31, 2013.
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 $68,000.00 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
chairman 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.
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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.
1. 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 collective bargaining
negotiations, fact finding, and conciliation, grievance arbitration, charges of
discrimination, and lawsuits related to labor and employment issues.
b. Telecommunications: Advisory and legal services related to Dublin's
telecommunications activities, including matters associated with Dublink, PUCO,
leasing for space for cell towers, cable television negotiations, telephone and internet
contracting, ROW management, Broadband Council.
c. 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-
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Routine Services" at hourly rates, as approved in advance of the work by the City
Manager.
d. 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 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.
e. Special Projects: Subject to agreement of both parties, the Law Director shall
undertake specific projects on a flat fee basis. Such flat fee projects shall be as
agreed upon by the Law Director, and the City Manager.
f 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 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 $10,000 per month.
4. Term.
This contract shall take effect and be in force January 1, 2012 through December 31,
2013. 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. 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
claims for property losses, damages or personal injury arising from the negligent
acts, errors or omissions by the Law Director or his employees.
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• 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.
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; telecopy, telex, fax and long distance
telephone calls; 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 his 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)
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.
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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.
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.
STEPHEN J. SMITH /ICE MILLER
Stephen J. Smith, Law Director
CITY OF DUBLIN
Marsha Grigsby, City Manager
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