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IN THE SUPREME COURT OF OHIO The State of Ohio ex rel. Case No: 08-1570 The Toledo Blade Co. AFFIDAVIT OF WILLIAM J. Relator, ) CARROLL ) vs ) ) The Toledo-Lucas County Port Authority) Respondent. STATE OF OHIO ss: COUNTY OF LUCAS I, William J. Carroll, being first duly swom, do hereby state and aver as follows: l. I am a resident of City of Rossford, Ohio. I was appointed to serve on the Board of Directors of the Toledo Lucas County Port Authority by the Lucas County Commissions in September 2003. Directors of the Port Authority are not paid, and perform their duties as a matter of community service. I was elected by my fellow Directors to serve as Board Chairman effective January, 2008, a position I held during the events in controversy in this case and which I continue to hold. 2. I spent most of my career with Dana Corporation, a world leader in the supply of automotive parts, which is headquartered in Toledo, Ohio. At the time of my appointment to the Port Authority Board, I was President of the Automotive Systems Group for Dana Corporation. I later became President and Chief Operating Officer for the company. Upon leaving Dana Corporation in 2004, I served as Director of the City of Toledo's Economic and Community Development Department, a position I held until 2006. 1 am presently a principal in a consulting firm, Highland Jebco LLC. 3. The Toledo Lucas County Port Authority is a political subdivision of the state of Ohio organized and operating under Ohio R.C. Chapter 4582. It was formed in 1955, as the first port authority in the state. As a matter of historical record, the Port Authority's general counsel who assisted in the legal affairs associated with formation of the entity was Spengler, Nathanson, Hebenstreit and Heyman, a law firm which later was known as Spengler, Nathanson, Heyman, McCarthy and Durfee, and is presently known as Spengler Nathanson P.L.L. 4. In December 2007, an employee of the Port Authority made allegations of serious wrong- doing against another Port Authority employee. I was involved in the Port Authority's response to that matter, as I was to become the Chairman of the Board in January 2008. The Port Authority retained the law finn Spengler Nathanson P.L.L. to conduct an investigation of the matter, because we anticipated that, no matter what the investigation revealed, legal issues would be associated with resolution of the matter. The fnm provided both a written report and oral communications about the investigation and the legal issues implicated by it to the President, James Hartung and to me. Its attorneys also made a report to the full Board of Directors after the matter was concluded. The Port Authority's attomeys were asked to conduct that investigation because it was expected that, ultimately, the Port Authority's President (as the employees' supervisor) would be required to make decisions about discipline or workplace changes which would carry legal implications with them. It was important that the investigator be able to sort relevant and irrelevant issues, which in turn required an ability to predict and understand what those legal issues might be. Thus we considered it a task for which legal training and experience was essential. There also was concern that one or the other of the employees (or both) might bring a legal action against the Port Authority, asserting employment-related, constitutional or tort claims. Indeed, ultimately, as a result of that investigation, the target of the investigation was given the opportunity, and chose, to resign at a meeting attended by me, Mr. Hartung, and the attorney who conducted the investigation. Spengler Nathanson P.L.L. assisted with the drafting of a Separation Agreement and Release of Claims by which his employment was ended. 5. On Tuesday July 8, 2008 while traveling in California, I received a phone call from Toledo Mayor Carlton Finkbeiner. Mayor Finkbeiner informed me that he had been provided information that James Hartung, President of the Port Authority, had been engaged in an extra-marital affair with a lobbyist who provided services for the Legislative Consortium. The Legislative Consortium was a group of local governmental bodies, including the Port Authority, which joined together to engage in federal lobbying efforts for their mutual benefit and the benefit of the region. The Port Authority was a key member of the Consortium, and in the past two years, Mr. Hartung had served as its Administrator. Mayor Finkbeiner expressed concern that Mr. Hartung may have improperly funneled money to the lobbyist and/or used his influence to her advantage. I intended to immediately address the matter as soon as I returned to Ohio, most likely by means of an investigation similar to the type conducted by Spengler Nathanson P.L.L. in late 2007. 2 6. On Thursday July 10, 2008, however, I was contacted by the Toledo Free Press, a newspaper competing with the Toledo Blade in the Lucas County, Ohio market, inquiring whether the Mayor of Toledo had contacted me regarding the allegations against Mr. Hartung and the Mayor's request for his immediate suspension. I contacted the Vice Chairman, G. Opie Rollison and inquired if he had talked with the Mayor or had the Toledo Free Press contacted him. Mr. Rollison's office is located in the same building that houses the offices of Spengler Nathanson P.L.L. I asked him to go to the firm's office and speak with Teresa Grigsby, a partner in the firm, about the situation at once. I did this because I recognized the situation was fraught with legal implications related to Mr. Hartung's employment contract, possible ethics law concems, corporate governance issues, and based on the vague nature of the Mayor's allegations, even possible criminal concerns. Since the media was involved, I also realized that public records requests would soon be made and would have to be managed in the context of the likely investigation. 7. Mr. Rollison met with Teresa Grigsby at the office of Spengler Nathanson P.L.L. That morning, Ms. Grigsby, Mr. Rollison and I participated in a conference call about the situation. Since the Mayor had asked for an immediate suspension of Mr. Hartung, we had to ascertain what if any rights Mr. Hartung had pursuant to his Employment Agreement: Mr. Rollison retrieved the Employment Agreement and.provided>it to Ms. Grigsby. Although I anticipated that the Port Authority would conduct an investigation of the factual and legal issues associated with the allegations, I deferred in directing Ms. Grigsby to immediately commence an investigation, because I wished to speak directly with Mr. Hartung first. I arranged a meeting with Mr. Hartung and with the Chairman of the Human Resources Committee of the Port Authority for Monday July 14, 2008;. and also arranged a meeting with Ms. Grigsby and Mr. Rollison to take place at her office immediately after the conclusion of my meeting with Mr. Hartung. I did so, because no matter what Mr. Hartung might say in response to the allegations, I expected that the Port Authority Board would have to independently consider the matter, and that an investigation of the factual and legal issues raised by the allegations would be essential in order for the Board to do so. I intended to direct Ms. Grigsby to commence the investigation on July 14. 8. Meanwhile, members of the news media sought comment from me about the Mayor's allegations. Based upon my intention to direct the Port Authority's attomeys at Spengler Nathanson P.L.L. to investigate the matter, I advised them that the Port Authority Board would be investigating the Mayor's allegations against Mr. Hartung. 9. On the moming of Monday July 14, 2008, I met with Mr. Rollison and Ms. Grigsby at her office. The purpose of that meeting was to obtain legal advice and counsel concerning the manner in which I would handle my upcoming meeting with Mr. Hartung later in the day. 10. During the subsequent meeting with Mr. Hartung which occurred in early afternoon on July 14, 2008, Mr. Hartung denied that improper financial considerations or assistance 3 had been given to the lobbyist. At the conclusion of that meeting, I informed him that an investigation would be conducted. 11. Later that aftemoon, I again met with Ms. Grigsby and Mr. Rollison. I directed Ms. Grigsby to proceed with an investigation and prepare a written report. I expected that this report and the results of the investigation would ultimately be discussed by the entire Board of Directors in an executive session with the Port Authority's attorneys. 12. I considered it essential that a law firm conduct this highly sensitive investigation. Based upon my experience in the business world, I knew that allegations of workplace misconduct frequently generate other allegations of misconduct allegedly committed by either the target of the allegations or others. In my experience, someone with legal training is required to separate relevant and irrelevant matters, and properly focus the investigation on the matters of true and inunediate importance to the employer. From the very beginning, I realized the Mayor's allegations raised numerous legal issues about Mr. Hartung's employment contract which non-lawyers might overlook. I felt that attorneys would be better able to identify and define the scope of issues which required factual and/or legal investigation. It would be particularly helpful for the Port Authority's long- time general counsel law firm to handle the matter, in my view, because they would be familiar with thepersonnel involved, with the law governing the_organization;-andwith various Port Authority policies and operating procedures that might be pertinent too.

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