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RESOLUTION NO. 2012-03; PAGE 2 meetings of Boards, Commissions and Council at which the attendance of the Law Director is requested, not to exceed two (2) meetings per month, as well as routine oral conferences by telephone or at the Village Hall or in the office of the Law Director with the Mayor or Members of Council, together with preparation of all Ordinances, Resolutions and Proclamations, as well as the preparation of opinions requiring incidental and minimal research, a biweekly retainer of Four Hundred Seventy One and 84/100 Dollars ($471.84), payable in advance. Diane A. Calta, attorney at law, as the duly appointed, qualified and acting Assistant Director of Law of Mayfield Village, Ohio is deemed an employee of the Village solely by virtue of rendering legal services to the Village. For such services as the Assistant Director of Law, Diane A. Calta shall be paid a biweekly retainer of Four Hundred Twenty Eight and 53%100 Dollars ($428.53), payable in advance. (b) For all of the services requested or authorized and not specifically set forth in subsection (a) hereof, a charge of One Hundred Fifty- Four and 28%100 Dollars ($154.28) per hour. (c) Reimbursement of actual out-of-pocket expenses reasonably and necessarily incurred in the conduct of Village business documented in the fashion required by the Internal Revenue Service of the United States of America for tax deductible business expenses. Section 5. The Director of Law shall keep Council fully and completely informed of all developments with regard to municipal litigation and shall not, without obtaining prior consent of the majority of the members of Council, given by Motion during a regular or special meeting, appeal any litigation. No settlement on behalf of Mayfield Village shall be proposed nor consummated without prior consultation with Council in open or, executive session as authorized by Ohio Law. Section c. In cases in which, due to conflict of interest or other specialized circumstances, promptly reported to Council, the employment of another attorney for the Municipality becomes desirable, the Director of Law may request employment by the Municipality of outside counsel but such employment shall be authorized only by prior approval of the majority of the members of Council in a regular or special meeting.