Resolution 66-21
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: Dana L. McDaniel, City Manager
Date: November 5, 2021
Re: Resolution – 66-21 - Authorizing the City Manager to Enter into a Contract with
Frost Brown Todd LLC for Legal Services
Summary
Attached is a proposed agreement between the City of Dublin and Frost Brown Todd, LLC
(“FBT”) for attorneys to provide legal services for January 1, 2022 – December 31, 2023. Jennifer
D. Readler is designated as Law Director.
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. The Director of Law shall serve at the
pleasure of the City Manager and Council. It has been the City’s practice that the Director of Law
be a contractual relationship. Additionally, it is necessary for the City to have a contractual
relationship with a legal firm with the appropriate capacities and experiences to address the many
operational aspects and issues that the City faces on a day-to-day basis and in special legal
circumstances and challenges. As Council is aware, and as stated above, Jennifer Readler of Frost
Brown Todd, LLC serves in the capacity of Law Director. Along with her and the current and
proposed contract for legal services, Frost Brown Todd, LLC provides the breadth of legal
experience and specialists that has effectively served the needs of the City. Additionally, as Law
Director, Jennifer provides advice, counsel, and direction regarding other legal services not
otherwise provided under the Frost Brown Todd, LLC contract. Such other legal counsel is in the
form of economic development, bond counsel, and telecommunications.
The previous agreement with FBT provided for routine services to be provided to the City for a
flat rate of $68,000 per month and for Mayor’s Court and Municipal Court services to be provided
at a flat rate of $10,000 per month. Any matters falling out of the routine services categories are
opened with City Manager approval and are billed at reduced rates. The monthly flat fee rates have
not been increased in 11 years. These fees were determined in the 2010 legal services agreement
and have never been increased. For historical perspective, prior to 2004, legal services were paid
on an hourly basis. In 2004, a 2-year contract was approved that provided for $60,000 per month
for routine legal services. For the first time, this contract also provided for the Law Director’s
prosecution services for cases in Franklin County Municipal Court (previously only Mayor’s Court
was covered in the contract). Mayor’s Court and Municipal Court prosecution were billed at a flat
Resolution 66-21 – Contract with Frost Brown Todd LLC for Legal Services
November 5, 2021
Page 2
rate of $123,000 per year. The reason for adding municipal prosecution services, according to then
City Manager Jane Brautigam, was that “[t]he City has not always been represented as vigorously
in these matters as in Mayor’s Court where we have more control over the disposition of cases.”
In 2006, the routine services flat fee was raised to $66,000 per month (Municipal Court/Mayor’s
Court remained the same). In 2010, the routine services flat fee was raised to $68,000 per month.
For this contract cycle, the monthly flat fee rate for routine services has been increased to
$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 is also increased in the draft
agreement to $15,000.00 per month from $10,000 per month. Over the past 11 years, the case
workload has increased the expenses of prosecutorial services significantly. When rates were set
in 2010, there were 641 Dublin cases filed in Municipal Court. In 2019, there were 1,618 cases
filed in Municipal Court. Dublin cases have significantly increased in the last 5 years. Dublin
Mayor’s Court case load between 2010 and 2019 has averaged 2,835 cases per year. Additionally,
since 2010, the prosecution services provided by FBT have expanded to include the prosecution
of all citations/complaints issued by the Ohio State Highway Patrol and Sheriff’s office. FBT also
consults with a victim advocate on assault and domestic violence cases who was engaged post-
2010. A more detailed description of the total Dublin prosecutorial duties and a breakdown of the
cases is provided in Attachment A. Also provided as Attachment B is a chart from the Franklin
County Municipal Court Clerk’s office that breaks down caseloads from all the suburban cities.
I have reviewed the descriptions of non-routine services versus routine services, as described in
the past and proposed contracts. I have no proposed changes to these descriptions. I have and will
continue discussions with our leadership team reference access to and use of routine and especially
non-routine legal services by staff to insure we are appropriately managing the legal services
contract and associated costs. Billing rates for non-routine services by Attorney/legal staff category
of pay are memorialized with the contract to be executed. These rates of pay are consistent with
that briefed to Council during the 2022 Operating Budget review process.
We have attempted to benchmark prosecutorial budgets in other cities in Ohio, however most cities
do not break out prosecutorial services from their general legal budget so it is difficult to determine
exact costs for these services (Attachment C). The Cities of Hilliard, Westerville, and Grove City
are helpful benchmarks. As is demonstrated in the attached case load chart, while cases have
fluctuated, all of these cities generally are within a close range.
Resolution 66-21 – Contract with Frost Brown Todd LLC for Legal Services
November 5, 2021
Page 3
• Hilliard’s prosecution budget equals $118,382. This includes the services of a portion of
one full-time legal staff member and a contractual prosecutor for Mayor’s court. Hilliard’s
full time legal staff member spends 60% of her time on prosecutorial services for Mayor’s
Court, 15% on Recovery Court, which we do not have, and 25% on general legal matters
of the City of Hilliard. Therefore, her cost for prosecutorial services (60% of her time) is
$83,882 per year. The City of Hilliard also pays $34,500 per year for contractual
prosecutorial services totaling, again, $118,382.
• Westerville is also a comparable benchmark, although their case load again is less than
Dublin’s. The Westerville Clerk of Courts provided the following information –
Westerville pays outside counsel to prosecute all Mayor’s Court and Municipal Court cases
at a rate of $203 per hour, plus reimbursement for mileage and parking. The average total
prosecutorial costs range from $12,000-$13,000 per month, which would equate to around
$150,000 per year. ,
• Grove City more recently received responses to a request for proposal for legal services.
FBT was the successful bidder at $52,000 per year for the Gove City’s Mayor’s Court
prosecution and $80,000 per year for Franklin County Municipal Court Prosecution, for a
total contract cost of $132,000 per year. While Grove City’s case load is heavier than
Dublin’s, they are making and adjustment of an additional $25,000 for 2022 and FBT is
currently using a much less experienced prosecutor, at this time.
I am of the opinion that the rate adjustment requested by FBT Mayor’s Court services is
comparable to other cities particularly when considering the level of experience, high level of
service expected by our Police Officers, and somewhat comparable case load.
I have also reviewed the overall legal budgets of other Ohio municipalities to determine where
Dublin fits in with the operating funds that are dedicated to legal services (Attachment C). On
average, the percentages of total budgets range from 1.5% to 2.3%. Dublin’s legal budget is near
the middle of the range at 1.92% of total operating budget. I view this as a measure of activity
level of a city and serves as a benchmark of comparison. See attached chart for further details. A
budget analysis provided by the Finance Director shows the breakdown in the flat fee costs as well
as the special counsel costs for FBT services (Attachment D).
Background
Jennifer Readler oversees all aspects of the Law Department. She has worked with the City of
Dublin for 22 years. During the course of the 2020-21 agreement, over 40 FBT attorneys and
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 FBT team has a long record of service for the City. Stephen Smith began his role as law
director in the 1970s and continued until 2016. Jennifer Readler, Phil Hartmann and Stephen
Smith, Jr. have all worked with the City of Dublin for the past 22 years. Yaz Ashrawi and Thad
Boggs have worked with the City since 2013 and 2017 respectively. Marty Nobile has served as
Resolution 66-21 – Contract with Frost Brown Todd LLC for Legal Services
November 5, 2021
Page 4
the prosecutor for Dublin since 2007. As this demonstrates, the team has a wealth of historical and
institutional knowledge as a result of 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 a variety of 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.
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 500 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
As City Manager, I have found Jennifer Readler’s leadership and counsel, as Law Director, to be
outstanding and the legal services provided by Frost Brown, LLC to be the same. I also give
consider the many years of experience and institutional knowledge with the City of Dublin by the
Law Director, many of their attorneys, and prosecutor as very valuable. Therefore, I recommend
approval of the Resolution and the associated agreement at the November 8, 2021 meeting.
Additionally, I have two further recommendations:
1. Council and the City Manager should conduct a joint performance review with the Law
Director, annually, in reference to that person’s specific performance and that of the overall
legal contract and associated services. Such review should occur no later than June 1st of
each year. This has been incorporated into the contract language.
Resolution 66-21 – Contract with Frost Brown Todd LLC for Legal Services
November 5, 2021
Page 5
2. Council refer to its Finance Committee the task of discussing the frequency in which future
legal services contracts should be competitively bid and selected. Finance Committee will
report back to Council as a whole on the results of their discussion and/or any
recommendation. Unlike other professional services contracts engaged by the City, Legal
Services are specifically addressed in Article VI of the Revised Charter of the City of
Dublin and warrants discussion in that context. I further recommend Council vote by
motion to refer this to Council Finance Committee.
Attachment A
DUBLIN PROSECUTOR DUTIES
• FBT prosecutes all criminal, traffic and environmental cases in Franklin County
Municipal Court filed by Dublin Police and the Ohio Highway Patrol and Franklin
County Sheriff's office (for citations written in Dublin). Prosecution in Municipal Court
is 5 days per week, Court time in Municipal Court averages 4 hours per day for the
City of Dublin.
• When the rates were set in 2010, there were 641 Dublin cases filed in Franklin County
Municipal Court. Since 2010, both Franklin County Municipal Court1 and Dublin have
seen sharp increases in the number of cases heard:
Year Total Dublin %Increase
Total Muni
%Increase
from 2010
Cases from all
Cases from 2010 Suburbs
2010 641 9876
2011 577 90% 9776 99%
2012 731 114% 9452 96%
2013 747 117% 9956 101%
2014 1,724 269% 12132 123%
2015 929 145% 11251 114%
2016 1,790 279% 13390 136%
2017 1,293 202% 12720 129%
2018 1,771 276% 15201 154%
2019 1,618 252% 15025 152%
2020 1,331 208% 11525 117%
2021* 649 101% 9713 98%
As you can see, the Dublin cases have increased an average of 195% from 2010
through 2020. For perspective, Franklin County Municipal Court has increased an
average of 122% for the same period.
In the last five years (2016-2020), the Dublin increase has been 243% while
Franklin County Municipal Court increase has been 137%.
1 This includes the number for all the suburbs in Franklin County, it does not include the City of Columbus.
So not only are the Dublin cases increasing at a staggering rate, but they are out
pacing the growth that Franklin County Municipal Court is seeing over that same
period.
• In 2019, Judge Barrows (the Administrative Judge for Municipal Court) stated that:
"From all indications, the Franklin County Municipal Court remains the largest and
busiest municipal court in Ohio. * * *The increasing complexity of the laws and
the desire to meet the needs of every citizen who appears in this Court present
substantial challenges to ourjudges and staff."2
Due to the dramatic increase in dockets for both Dublin and Franklin County
Municipal Court it is more difficult and time consuming to prosecute cases.
• Multiple FBT attorneys participate in the prosecution of cases. While Marty Nobile is
the lead prosecutor, Stephen Smith, Jr, Thad Boggs, Jesse Shamp, MacKenzie
Newberry and JJ Jwayyed all engage in these services, as well as Jennifer Readier.
• Dublin Mayor's Court caseload between 2010 and 2019 has averaged 2,835 cases per
year, peaking in 2016 with 3,622 cases and 2017 with 3,367 cases. Although some of
those are payable traffic tickets, the majority of traffic cases go through the
prosecutor and almost all of the criminal cases go through the prosecutor.
Specific duties are as follows:
• Prosecute all criminal, traffic, and environmental cases in Dublin Mayor's Court every
Tuesday. The average amount of time spent prosecuting cases in Mayor's Court is 4.50
hours every Tuesday.
• Prepare all cases for both Municipal and Mayor's Court prosecutions. Prep time for
each docket averages roughly 3 hours per day. Preparation includes reading all
reports, narratives, witness statements and viewing videos for each case. On average,
there are 3 OVI cases per day and review of each OVI video and note taking on the
video lasts from 1 to 2 hours per video.
• Prepare and prosecute all Assault and Domestic Violence cases filed by Dublin Police
including review of 911 calls and bodycam and cruiser videos. This review generally
takes 1 hour per case.
• Consult on all Assault and Domestic Violence cases with Witness Assistance Advocate
daily in court and by phone, email, and text to determine concerns, requests and
needs of victims in each case.
2 http://www.fcmcclerk.com/documents/annual-reports/FCMC_AR_2019_Court.pdf
• Meet with all victims and witnesses in court daily to interview them and address all
questions and concerns as we work towards resolution or trial.
• Evaluate complaints filed with the Dublin Police Department for appropriateness of
filing charges. We are generally asked by Dublin Police to review 3 to 5 reports per
week for consideration of charges.
Evaluate complaints over the phone filed with the Dublin Police Department. Officers
call from the scenes of the potential crimes looking for advice on appropriateness of
charges.
• Regularly meet with Dublin Police before, during or after Mayor's Court each Tuesday
afternoon to discuss cases, issues, policies, and questions pertaining to prosecution
of cases.
• Reply to all emails from the Dublin Police requesting advice on charges, procedures,
case law, etc.
• Email and phone calls with court liaison to acquire needed information on cases,
record checks, videos, etc.
• Conduct police trainings on case law and procedures
• Research case law as needed for prosecution and trials.
• Conduct both jury trials and court trials in Municipal Court and Mayor's Court.
• Return victim and witness phone calls and emails daily.
• Respond to Discovery Requests and Motions to Suppress/Dismiss filed by defense
counsel.
• Review and respond to Requests for Expungements filed by defendants and defense
counsel.
• Daily phone calls and text with defense counsel on cases.
• Conduct required Dublin Police property room audit on an annual basis.
• Meet with probation officers in Municipal Court whenever a Statement of Violations
of Probation has been filed.
• Conduct probation revocation hearings, post-resolution.
GN00348.Public-00348 4819-9827-7374v1
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2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 Total
BEX 541 451 529 699 724 656 603 713 663 762 684 457 7,482
CAW 164 175 120 209 228 248 157 179 176 208 139 122 2,125
DUB 647 577 667 529 484 543 675 856 1,022 1,059 920 513 8,486
FCSOBEX 0 0 0 12 10 17 2 9 14 0 0 0 64
FCSOCAW 5 6 4 12 9 0 ~ 6 2 6 2 3 0 55
FCSODUB 0 0 0 0 27 20 8 3 4 3 2 0 67
FCSOGAH 0 0 4 17 25 11 32 24 15 30 23 12 193
FCSOGRC 0 0 0 13 14 15 27 9 9 6 3 3 99
FCSOGRO 0 0 0 0 5 6 4 7 3 3 1 3 32
FCSOHIL 0 0 5 15 8 6 7 2 5 3 3 2 56
FCSONEA 0 0 0 0 6 2 2 2 0 8 4 6 30
FCSOOBE 0 0 2 4 9 7 28 15 11 6 5 7 94
FCSOREY 0 0 0 0 1 1 23 7 19 3 1 4 53
FCSOUPA 0 0 0 0 1 0 10 0 1 7 0 1 20
FCSOWES 0 0 0 0 8 15 28 22 19 19 44 30 185
FCSOWHI 0 0 0 0 2 6 11 4 6 2 0 4 35
FCSOWOR 0 0 0 0 2 2 19 2 19 8 2 0 54
GAH 894 947 953 7,018 1,193 1,390 1,312 1,058 1,088 1,220 839 598 12,510
GRC 1,072 1,038 1,229 1,230 1,410 1,475 1,824 1,826 2,443 2,442 1,795 1,632 19,416
GRO 264 327 342 306
661
394 447 447 398 412 429 331 191 4,282
HIL 616 645 630 631 642 698 666 820 935 769 674 8,387
NEA 201 245 231 226 268 289 238 390 371 466 469 549 3,943
OBE 251 212 194 178 206 209 218 232 207 250 156 156 2,469
OHPBEX ~ 0 0 0 0 2 2 1 2 24 4 7 0 42
OHPCAW 0 0 2 8 13 19 7 17 46 78 9 13 212
OHPDUB 0 0 64 218 1,213 366 1,107 434 745 556 409 136 5,248
OHPGAH 0 2 22 54 58 135 172 69 171 96 55 121 955
OHPGRC 0 0 8 73 73 51 58 120 290 273 157 155 1,258
OHPGRO 0 0 5 3 16 16 33 25 25 12 13 2 150
O H P H I L 0 0 24 49 94 37 48 63 347 271 136 251 1,320
OHPNEA 0 0 2 11 11 17 17 20 35 29 46 13 201
OHPOBE 0 0 11 36 41 55 83 134 129 94 53 18 654
OHPREY 7 2 38 66 54 74 266 194 498 133 86 97 1,509
2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 Total
OHPUPA 0 1 1 4 2 7 3 15 8 0 4 0 45
OHPWES 0 0 6 75 9 18 10 8 23 18 7 8 122
OHPWHI 0 0 0 25 14 10 7 28 120 37 17 5 263
OHPWOR 0 0 10 15 25 27 19 79 65 61 17 48 366
REY 1,601 1,498 1,274 975 1,073 853 904 814 787 1,103 1,124 828 12,834
UPA 329 378 374 303 371 315 429 349 380 414 349 321 4,312
WES 1,289 1,209 901 1,002 1,158 881 1,194 983 977 977 642 552 11,765
WHI 7,438 1,394 1,339 1,464 1,686 1,904 2,176 2,376 2,574 2,310 1,820 1,904 22,385
WOR 561 669 461 506 554 457 483 570 624 688 381 277 6,231
Total 9,868 9,776 9,452 9,956 12,132 11,251 13,390 12,720 15,201 15,025 11,525 9,713 140,009
10/4/2021
Attachment C
DUBLIN
• 2020 Operating Budget: $95,700,000
• 2020 Legal Budget: $1,950,000
• Percent for Legal: 2.04%
• Administrative Hearings and Prosecution (Municipal Court and Mayor's Court):
$120,000
• 2021 Operating Budget: $94,358,000
• 2021 Legal Budget: $1,950,000
• Percent for Legal: 2.07%
• Administrative Hearings and Prosecution (Municipal Court and Mayor's Court):
$120,000
• 2022 Operating Budget: $101,700,000
• 2022 Legal Budget: $1,950,000
• Percent for Legal: 1.92%
• Administrative Hearings and Prosecution (Municipal Court and Mayor's Court):
$120,000
CINCINNATI
• 2021 Operating Budget: $411,918,626
• 2021 Legal Budget: $7,170,290
• Percent for Legal: 1.7%
• Administrative Hearings and Prosecution (Municipal Court): $3,063,940 (General
Fund)
CLEVELAND
• 2021 Operating Budget: $665,008,989
• 2021 Legal Budget: $15,287,450
• Percent for Legal: 2.3%
• Prosecution Salary Ranges:
o Chief Assistant Prosecutor: $36,750-$150,470.11
o Deputy Assistant Prosecutor: $31,200.00-$105,625.89
o First Assistant Prosecutor: $31,500.00-$136,692.31
o Assistant Prosecutor: $31,200.00-$105,625.89
COLUMBUS
• 2021 Operating Budget: $964,000,000
• 2021 Legal Budget: $14,798,243
• Percent for Legal: 1.5%
• Prosecution: $3,697,709
DELAWARE
• 2021 Operating Budget: $25,875,874
• 2021 Legal Budget: $870,128
• Percent for Legal: 3.4%
GAHANNA
• 2021 Operating Budget: $24,293,452
• 2021 Legal Budget: $527,399
• Percent for Legal: 2.2%
GROVE CITY
• 2021 Operating Budget: $38,310,156
• 2021 Legal Budget: $627,000
• Percent for Legal: 1.6%
• Mayor's Court Prosecution: $52,000
• Municipal Court Prosecution: $80,000
HILLIARD
• 2020 Operating Budget: $28,707,463
• 2020 Legal Budget: $572,375
• Percent for Legal: 2.0%
• 2021 Operating Budget: $29,352,488
• 2021 Legal Budget: $617, 133
• Percent for Legal: 2.1
MARYSVILLE
• 2021 Operating Budget: $7,352,430
• 2021 Legal Budget: $347,083
• Percent for Legal: 4.7%
NEW ALBANY
• 2021 Operating Budget: $21,201,304 ("Total Operating Expenditure")
• 2021 Legal Budget: $403,300
• Percent for Legal: 1.9%
UPPER ARLINGTON
• 2021 Operating Budget: $39,050,500 ("General Fund") ($39,794,000 is the "Total
General Operations")
• 2021. Legal Budget: $841,900
• Percent fol• Legal: 2.2%
• 2022 Operating Budget: $40,404,000
• 2022 Legal Budget: $858,800
• Percent for Legal: 2.1
WESTERVILLE
• 2021. Operating Budget: $40,254,864
• 2021 Lega113udget: $821,449
• Percent for Legal: 2.0%
• 2022 Operating Budget: $40,627,300
• 2022 Legal Budget: $847,313
• Percent for Legal: 2.1
WORTHINGTON
• 2021 Operating Budget: $32,067,336
• 2021. Legal Budget: $569,216
• Percent for Legal: 1.8%
• Prosecution Services: $45,000
EN21424.Public-21424 4846-7477-2989v1
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A~ic~c~rno,~4- ~ll
2021 2020 2019 2018
Budget
General $ 1,104,588.42 $ 1,105,321.75 $ 1,092,274.11 $ 1,043,808.79
Special $ 575,000.00 $ 575,000.00 $ 575,000.00 $ 575,000.00
Total $ 1,679,588.42 $ 1,680,321.75 $ 1,667,274.11 $ 1,618,808.79
Actual
General $ 710,035.01 $ 939,068.48 $ 962,859.26 $ 949,649.65
Special $ 364,178.28 $ 356,184.86 $ 394,051.63 $ 442,544.13
Total $ 1,074,213.29 $ 1,295,253.34 $ 1,356,910.89 $ 1,392,193.78
Variance
General $ 394,553.41 $ 166,253.27 $ 129,414.85 $ 94,159.14
Special $ 210,821.72 $ 218,815.14 $ 180,948.37 $ 132,455.87
Total $ 605,375.13 $ 385,068.41 $ 310,363.22 $ 226,615.01
Accounts
10110140-713002
10110140-713003
Attachment E
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/ Technology
Manager/Human Communications
Resources and Public
Information
Jennifer Readler Ste hen Smith Jr. Jennifer Readler Jennifer Readler Ste hen 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
Real Estate Matters
Jennifer Readler Phil Hartmann, Jennifer Readler, Stephen Smith Jr., Cat Burgett, Stephen Smith Sr.,
Yaz Ashrawi Thad Boggs, Marty Nobile, Anne Duprey, Former Law Director
MacKenzie Jesse Shamp Alex Ewing
Newbe
Economic Litigation Construction Intellectual Property Public Records/ Environmental
Development (in Open Meetings
addition to
bond counsel
Jennifer Readier, Phil Hartmann, Steve Withee Sam Quimby Jennifer Readier, Steve Samuels
Phil Hartmann Scott Phillips, Dan Edwards Stephen Smith, Jr., Frank Reed
Yaz Ashrawi, Jesse Shamp,
Jeremy Grayem MacKenzie
Newbe
Workers Employee Benefits Tax General Contracts Technology Intergovernmental
Com ensation Relations
Noel Shepard Carl Lammers Thad Boggs Jennifer Readier, William Morriss Jennifer Readier,
Emmett Kelly Stephen Smith Jr. Stephen Smith Jr.,
David Ro ers Phil Hartmann
0127206.0607929 4819-6651-5244v3
{H2389011.1 } 1
Exhibit A
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 2022.
WITNESSETH:
WHEREAS, Dublin and the Law Director wish to continue their professional relationship
until December 31, 2023.
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”:
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, 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 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.
f. Rates: Non-routine services will be separately billed at the following rates:
Attorney Category
Rate Range Per Hour
Members $315-$290
Associates $280-$250
Paralegals $140-$120
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 January 1, 2022 through December 31,
2023. 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.
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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
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,
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: 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
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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.
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
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