Resolution 063-19RECORD OF RESOLUTIONS
Davton Leaal Blank. Inc.. Form No. 30045
Resolution No.
63-19 Passed
A RESOLUTION AUTHORIZING THE CITY
MANAGER TO ENTER INTO A CONTRACT WITH FROST BROWN
TODD, LLC FOR THE PROVISION OF LEGAL SERVICES
WHEREAS, Law Director Jennifer D. Readler 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, 2020 and continuing through
December 31, 2021, and determined the terms to be acceptable.
NOW, THEREFORE, 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 Frost Brown Todd, LLC, for the provision of legal services to the
City of Dublin in accordance with the terms approved by Council.
Section 2. This Resolutions II take effect and be in force upon passage in
accordance with Section 4.0 ) of the Revised Charter.
Passe this ay of , 2019.
MOyor = PresYliiig Officer
ATTEST:
Clerk of Council
,20
Office of the City Manager
Parkway *City of Dublin Phonne: 614-1410-4 0 • Faax:hlin614--410-4490 1090 Mem o
To: Members of Dublin City Council
From: Dana L. McDaniel
Date: November 12, 2019
Re: Resolution 63-19 — Authorizing an Agreement with Frost Brown Todd,
LLC for Law Director Services
Summary
Attached is a proposed agreement between the City of Dublin and Frost Brown Todd, LLC for
attorneys to provide legal services for 2020 and 2021. Jennifer D. Readler is designated the
Law Director. The agreement provides for 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 services provided by
the Law Director.
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. Prosecutorial services include prosecuting all cases in Dublin Mayor's
Court and Franklin County Municipal Court. The Law Department also works closely with various
governmental entities, including the Franklin County Prosecutor's Office, the State Auditor, the
State Attorney General's office, the Ohio Department of Transportation, and the Franklin County
Board of Public Health. Non -routine services are provided when approved by the City Manager.
Background
Jennifer Readler oversees all aspects of the Law Department. She has worked with the City of
Dublin for almost 21 years. During the course of our 2018-2019 agreement, 50 FBT attorneys
and 6 paralegals have worked on Dublin matters. In addition to managing the FBT operations,
Jennifer also oversees special counsel matters involving Squire Patton Boggs, which pertain to
public finance matters and Ice Miller, which advises in telecommunications matters.
The team at Frost Brown Todd has been providing Dublin's general counsel services for some
time. FBT is uniquely equipped to handle this work as they have over 500 lawyers in 13 offices
across a nine -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
Attached are two charts to further illustrate the scope of the legal services provided to the City.
The first document is a flowchart that lists the main areas of legal services and the attorneys
responsible for those specific areas. The second document is a more detailed breakdown of the
specific attorneys at Frost Brown Todd who provide services to Dublin.
Recommendation
Staff recommends approval of Resolution 63-19 at the November 18, 2019 meeting.
EN00345.Pub ,-00345 4529-4526-0972,1
Primary Assistant
Law Directors
Phil Hartmann
Stephen Smith Jr.
Yaz Ashrawi
Thad Boggs
Jesse Shamp
Law Director
Jennifer Readler
Squire Patton Boggs
Special Counsel —
Public Finance
Special
Land
Adviser
Acquisition
Stephen
Philip
Smith Sr. I
Hartmann
Labor &
Employment
Catherine
Burgett
Ice Miller
Special Counsel —
Telecommunications
Construction
Stephen
Withee
F --
Workers' Workers'
Compensation
Noel Shepard
F— Prosecutor
Services
Martin Nobile
CITY OF DUBLIN
PRIMARY CONTACTS FOR EACH CITY DEPARTMENT & CITY COUNCIL
City Council /
Parks and
Public Works
Finance
Police
Information
Development
Office of City
Recreation/
Prosecutorial
Bargaining
Relations
Technology
Real Estate
Manager/Human
Communications
William Morriss
Jennifer Readler,
Jennifer Readler
Phil Hartmann,
Jennifer Readler,
Resources
and Public
Stephen Smith Sr.,
Jennifer Readler,
Yaz Ashrawi
Phil Hartmann,
Marty Nobile,
Anne Duprey,
Information
Phil Hartmann
Scott Phillips,
Thad Boggs, Jesse
Thad Boggs, Jesse
Alex Ewing
Jennifer Readler
Stephen Smith Jr.
Jennifer Readler
Jennifer Readler
Stephen Smith Jr.
Jennifer Readler
Phil Hartmann
FROST BROWN TODD LAW DEPARTMENT TEAMS
Law Director
Land
Zoning/Land Use
Police, Events,
Labor & Collective
Special Projects
Issues
Acquisition/
Prosecutorial
Bargaining
Relations
addition to
Real Estate
Gene Hollins
Matters
William Morriss
Jennifer Readler,
Jennifer Readler
Phil Hartmann,
Jennifer Readler,
Stephen Smith Jr.,
Cat Burgett,
Stephen Smith Sr.,
Jennifer Readler,
Yaz Ashrawi
Phil Hartmann,
Marty Nobile,
Anne Duprey,
Former Law Director
Phil Hartmann
Scott Phillips,
Thad Boggs, Jesse
Thad Boggs, Jesse
Alex Ewing
Frank Reed
Yaz Ashrawi,
Shamp
Shamp
Thad Boggs, Jesse
Economic
Litigation
Construction
Intellectual Property
Public Records/
Environmental
Development (in
Open Meetings
Relations
addition to
Carl Lammers
Gene Hollins
Jennifer Readler,
William Morriss
Jennifer Readler,
bond counsel
Emmett Kelly
Stephen Smith Jr.
Stephen Smith Jr.,
Jennifer Readler,
Phil Hartmann,
Steve Withee
Sam Quimby
Jennifer Readler,
Steve Samuels
Phil Hartmann
Scott Phillips,
Stephen Smith, Jr.,
Frank Reed
Yaz Ashrawi,
Thad Boggs, Jesse
Thad Boggs,
Shamp
Tom Allen
Workers
Employee Benefits
Tax
General Contracts
Technology
Intergovernmental
Compensation
Relations
Noel Shepard
Carl Lammers
Gene Hollins
Jennifer Readler,
William Morriss
Jennifer Readler,
Emmett Kelly
Stephen Smith Jr.
Stephen Smith Jr.,
David Rogers
Phil Hartmann
0127206.0607929 4819-6651-5244t3
AGREEMENT BETWEEN THE CITY OF DUBLIN
AND FROST BROWN TODD, LLC
FOR SERVICES AS LAW DIRECTOR
This contract for the services of Law Director between the City of Dublin, an Ohio
Municipal Corporation, ("Dublin") and Jennifer D. Readler/Frost Brown Todd, LLC, ("Law
Director"), effective this 1st day of January 2020.
WITNESSETH:
WHEREAS, Dublin and the Law Director wish to continue their professional
relationship until December 31, 2021.
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 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.
(H23890,,., > 1
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.
in. 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.
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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 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: 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.
e. Special Counsel: The Law Director may utilize the services of other attorneys both
within her firm and outside her 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, 2020 through December 31,
2021. 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 her 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,
(H23890,,., }
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, her 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: hi 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 her 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.
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.
(H23890,,., > 4
f It shall be the responsibility of the Law Director to pay for any and all municipal
publications, services, updates, seminars, conferences, etc. that she or her office may
utilize or attend on Dublin's behalf.
g. In the event that the Law Director becomes incapacitated, unable to perform her
duties, or no longer serves as Law Director, it is hereby agreed that her 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 LLC
Jennifer D. Readler, Law Director
CITY OF DUBLIN
Dana L. McDaniel, City Manager
0127206.0607934 4836-1533-8142v1
{xvasmii}
ALAS
Attorneys'
Liability
Assurance
Society
August 8, 2019
Frost Brown Todd LLC
3300 Great American Tower
301 E. Fourth Street
Cincinnati, OH 45202
To Whom It May Concern:
CONFIRMATION OF INSURANCE
We hereby confirm that Frost Brown Todd LLC has Professional Liability Coverage under Policy
ALA 1669 with a limit of $50,000,000 per claim and $100,000,000 in the aggregate with the right, under
stated conditions, to purchase extended reporting rights upon termination of such Policy by ALAS.
The self-insured retention under such Policy is $1,000,000 each claim up to an aggregate of
$2,000,000 and $100,000 each claim thereafter.
The Policy effective date is from January 1, 2019 to January 1, 2020.
Such Policy is subject to the terms, conditions, limitations and exclusions stated therein.
By:
ATTORNEYS' LIABILITY ASSURANCE SOCIETY LTD.9
A RISK RETENTION GROUP
Nancy J. Montroy
Vice President — Director of Underwriting
Date: August 8, 2019
311 S. Wacker Drive, Suite 5700
Chicago, IL 60606-6629
tel 312.697.6900
fax 312.697.6901
alas-com