Council approves amended media and legal contracts after solicitor flags budget and form concerns

Council President Marino and the City Council approved two contracts for services to the council on Feb. 3, 2025, renewing a media-services agreement with Thomas Lima and engaging Angel Law LLC and Stephen J. Angel as council attorney and litigation counsel, after hours of committee and council debate over contract language and budget limits.

The finance committee and full council voted to approve the contracts after an amendment that corrected a scrivener's error in the Lima agreement's start date and added an explicit termination pathway. The City Solicitor told the committee he would "not approve this contract as to form," citing the charter and the council's limited budget authority.

Why it matters: The contracts govern how the council secures legal representation when its interests diverge from the administration and how it communicates meetings and related public information. The solicitor warned the council that, as written, the documents could obligate the city to payments beyond line items in the council's budget; proponents said the contracts preserve continuity and immediate access to counsel and services when urgent litigation or communications needs arise.

What the council approved

- Thomas Lima: The council approved an independent-contractor media-services agreement covering January 2025 through 2027 after amending the contract to correct a date error and to allow termination by supermajority vote of the council. Thomas Lima told the committee he had written the original agreement at the council president's request and described it as "very typical of independent contractor agreements when they're properly drafted." The finance committee and full council recorded affirmative roll-call votes.

- Angel Law LLC / Stephen J. Angel: The council approved an engagement letter naming Stephen J. Angel as council attorney and litigation counsel. Angel said the engagement mirrors a June 2024 agreement and that it is structured to comply with rules governing attorneys and public bodies. He argued the letter of engagement reflects the rules of professional conduct and state precedent: "The Supreme Court of the State of Rhode Island says different," he told the committee when addressing the solicitor's objections about form.

Legal and budget concerns

City Solicitor (listed in the record as Solicitor) repeatedly told members he would not approve either contract in its then-current form. For the Lima contract, the solicitor said the agreement, as written, lacked a cap tied to the council's budget and could bind the city to payments beyond the council's line item: "...there is no limit on the amount that Mr. Lima or anyone else sitting in his position can earn," the Solicitor said. He urged the committee to table the matters and to produce written amendments rather than make oral edits in the meeting.

For the Angel agreement, the Solicitor echoed the same budget concern, noting the council's legal budget line was $42,000 for the fiscal year and saying the council could not lawfully commit the city to greater payments without a corresponding appropriation. He repeated he would "not approve it as to form."

Responses from Angel and supporters

Stephen J. Angel told the committee the engagement letter is meant to reflect duties and protections consistent with state professional standards and the practical needs of a legislative body that may need immediate litigation representation: "You have a right to hire your own lawyer," Angel said, and described the letter as a scope-of-engagement document that separates flat-fee council duties from hourly litigation work that would only arise after a majority vote.

Several council members defended retaining both contractors and said the contracts had been used in prior council terms. Council Vice President Wall said continuity of services was important and noted that previous invoices had kept costs below the current budget line.

Votes and next steps

- The finance committee voted to send the amended Lima contract to the full council; the full council then approved the amendment and the contract in a roll-call vote (Graziano, Andujar, Ritz, Trafficante, Horayan, Wall, Marino: all recorded as yes). The same roll-call pattern followed for Angel's engagement after a scrivener's correction to hourly-rate figures that the committee noted.

Discussion vs. decision

- Discussion: Committee debate focused on (a) whether contracts should be limited to the council's budgeted line items; (b) whether termination should be possible by vote of the council; and (c) whether an independent-contractor letter should be subject to solicitor approval "as to form." The Solicitor repeatedly raised legal concerns about binding the city beyond budgeted appropriations and about contractual termination clauses.

- Decision: Both contracts were approved by the finance committee and later by the full council, as amended. The Solicitor stated he would not sign the contracts "as to form" unless written amendments addressing his concerns were submitted for review; council leaders indicated they would reduce the agreed changes to written form for the solicitor's office to review before finalizing the executed contracts.

Ending

Council members said they expect a written, amended version of each contract to be circulated so the Solicitor's office can review it and so execution can follow standard legal review. Supporters said the contracts preserve continuity of services to the council; opponents said the council must not bind the city beyond budgeted appropriations.