Monday, January 30, 2012

Legal Services Agreement with Law Director’s Firm Violates City Charter

Prepared Comments Made to
January 30, 2012

On tonight’s agenda is legislation proposed as Ordinance No. 12-12, and titled as “An ordinance authorizing the Mayor of the City of North Canton, through the Board of Control, to enter into a Professional Services Agreement, by and between the City of North Canton and Morrow and Meyer, LLC (“M & M”) for the purpose of providing legal services….” As is the usual course for North Canton legislation, it is to be passed as an emergency.

Unfortunately, as is the normal course of legislation before City Council, there was little or no discussion or debate at last week’s Council of the Whole meeting. Before this council affirms passage of this legislation in the unanimous fashion that it does, I would urge more deliberation before voting and suggest all city council members consult Section 3.04 of the North Canton City Charter, titled Director of Law, which states:

"A Director of Law shall be appointed by Council as legal counsel for all divisions of the municipality in connection with municipal affairs and may be removed at any time by an affirmative vote of four (4) Council members.

The Director of Law shall be an attorney-at-law admitted to practice by the Supreme Court of the State of Ohio, and shall have engaged in active practice in excess of five (5) years prior to appointment."

Clearly, the City Charter specifies that the Law Director shall be an attorney. There is nothing in the Charter that says a Law Firm can fill that role and that is exactly what is being proposed in the Legal Services Agreement before you tonight.

Paragraph 1 of the proposed Agreement states, “The Law Firm shall perform those duties as are customarily performed by a Director of Law of a municipality….”

The North Canton Law Director is a person who is appointed to handle the legal affairs of the City. At this moment that person is Hans Nilges. The City Charter does not allow the Director of Law to delegate his duties and responsibilities and that is what is being proposed in this Agreement with the law firm of Morrow and Meyer.

Furthermore, the Law Director is a member of the Law Firm of Morrow and Meyer and thus Mr. Nilges has a financial interest in this Agreement. This is a conflict of interest and raises the appearance of impropriety for all parties.

Law Director Nilges, in the last paragraph of a letter to Council President Jon Snyder dated January 19, 2012, you state, “…as a technical matter, please note that the Charter requires that a Director of Law is a person licensed to practice law for at least five years, rather than a firm. Accordingly, I would continue to serve as the Director of Law, but would receive no compensation for doing so.”

There is compensation being paid. Paragraph 4 of the Agreement, states “The City shall pay the Law Firm Four Thousand One Hundred Sixty-Six Dollars and Sixty Seven Cents ($4,166.67) each month as compensation….” This equates to $50,000 per year.

Is this how we circumnavigate the City Charter?

Telling the public that the Law Director will receive no compensation and then sending the salary the Law Director now receives to the Law Firm of Morrow and Meyer where he is a law partner does not undo the violation of the City Charter as Mr. Nilges suggests in his letter to Council President Snyder.

As for the Law Director’s presentation last week that the legal affairs of the City can be handled by attorneys with various specialties, I am not swayed.

Mr. Nilges, you are the individual appointed to the position of Director of Law. I would expect you to be the attorney handling the legal affairs of the City of North Canton. You and no one else have been given that responsibility and title.

I think the City of North Canton deserves better than to see any one of six attorneys on staff at Morrow and Meyer show up to handle law director duties on a particular day at City Hall.

I do not imagine you handle the legal affairs of other clients in this manner. If you were my attorney, I would speak only to you and you alone. Not to whatever attorney happens to be available at your firm.

Mr. Nilges, is it also your intention to use attorneys outside your law firm to handle the duties of Law Director in addition to attorneys affiliated with your firm?

I ask this because the attorney’s name you proffered last week to handle some of the law director duties is not listed as a staff attorney on the Website of Morrow and Meyer.

A revolving door of attorneys handling City affairs is no way to run a municipal law department.

In spite of the Law Director’s recognition that there is a “technical matter” regarding the City Charter, if City Council is still inclined to affirm this Agreement, I would ask that this Agreement and a copy of the City Charter be reviewed, either by the State Auditor or the State Attorney General as was done before the creation of the North Canton Community Disaster Relief Fund.

Ordinance 12-12 comes from thinking outside the box as they say. Unfortunately it is thinking that violates North Canton City Charter, creates conflicts of interest, and has the appearance of impropriety for all parties. It also creates revolving door legal representation for the City of North Canton.

This Agreement should not be enacted.

Thank you,
Chuck Osborne
City of North Canton