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RESOLUTION NO. 2021-51 PAGE 2 items covered in this subsection (a); an annual retainer of Thirty Thousand Dollars ($30,000.00) to be paid in biweekly installments, payable in advance, to Diane A. Calta, Director of Law, and Anthony J. Coyne, Assistant Director of Law. The distribution of the retainer between the Director of Law and the Assistant Director of Law shall be determined by the Director of Law and communicated to the Director of Finance for implementation. (b) For all services requested or authorized and not specifically set forth in subsection (a) hereof, including but not limited to: attendance at hearings; representation in litigation; review of public records requests and responses thereto; drafting of contracts and agreements; drafting of new or complex legislation, preparation of legal opinions requiring substantial research; and all communications related to items covered in this subsection (b); a rate of One Hundred Ninety Dollars ($190.00) per hour for the legal services of senior attorneys of Mansour Gavin LPA and One Hundred Seventy -Five Dollars ($175.00) per hour for the legal services of associates of the firm. (c) Reimbursement of out-of-pocket expenses reasonably and necessarily incurred on behalf of the Municipality and documented as 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 the Mayor and 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 Court decision. No settlement on behalf of the Municipality shall be proposed nor consummated without prior consultation with Council in open or executive session as authorized by Ohio Law. SECTION 6. If, due to a conflict of interest or other specialized circumstance, the employment of another attorney for the Municipality becomes desirable, the Mayor may appoint outside counsel. Such appointment shall be made in accordance with the Charter of Mayfield Village, Ohio and such appointment shall be subject to confirmation by a majority vote of Council. SECTION 7. All services provided by the Director of Law and the terms and conditions of employment not specifically covered by this Resolution shall be subject to review by the Mayor and Council from time -to -time, and the Director of Law shall be required to approach the Mayor and Council with regard to such terms and conditions before undertaking any activity not contemplated by this Resolution. Ln