HomeMy Public PortalAbout18-9549 City Attorney Retainer Agreement w/ The Brown Law Group Sponsored by: Vice Mayor Kelley
RESOLUTION NO. 18-9549
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF OPA-LOCKA, FLORIDA, APPROVING THE 2ND
AMENDMENT TO THE CITY ATTORNEY RETAINER
AGREEMENT WITH THE BROWN LAW GROUP, LLC;
PROVIDING FOR INCORPORATION OF RECITALS;
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City Commission of the City of Opa-locka, Florida, desires to
amend the City Attorney Retainer Agreement (EXHIBIT "A") with The Brown Law Group,
LLC; and
WHEREAS, the Chief Inspector General communicated that he does not believe the
City Attorney's Retainer Agreement clearly stated the scope of services, and terms related to
ownership of work product, records subject to Chapter 119 and access to records, related to
City of Opa-locka ("City") matters, for audits and inspection, were omitted; and
WHEREAS, the Chief Inspector General recommends amending the Retainer
Agreement to clarify the terms of the Agreement and include guidance on various issues that
are not addressed in the current agreement; and
WHEREAS, the initial term of the Agreement is from March 5, 2015 to February 5,
2017, and
WHEREAS, the City Commission approved the first amendment on December 14,
2016, via resolution 16-9277 (EXHIBIT "B") with a term expiring on February 5, 2019; and
WHEREAS, the new Agreement addresses the Chief Inspector General's concerns
and extends the initial term of the agreement for an additional one (1) year until February 5,
2020; and
WHEREAS, it is in the best interest of the City of Opa-locka, Florida, to amend the
City Attorney Retainer Agreement with The Brown Law Group, LLC.
NOW THEREFORE, BE IT RESOLVED THAT THE BOARD OF THE CITY
COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA:
Section 1. RECITALS ADOPTED.
The recitals to the preamble herein are incorporated by reference.
Resolution No. 18-9549
Section 2. AUTHORIZATION
The City Commission of the City of Opa-locka, Florida, hereby amends the City
Attorney Retainer Agreement with The Brown Law Group, LLC and extends the
initial term for an additional one (1) year to February 5, 2020. (EXHIBIT "A")
Section 3. SCRIVENER'S ERRORS.
Sections of this Resolution may be renumbered or re-lettered and corrections of
typographical errors which do not affect the intent may be authorized by the City
Manager, or the City Manager's designee, without need of public hearing, by filing a
corrected copy of same with the City Clerk.
Section 4. EFFECTIVE DATE.
This Resolution shall take effect immediately upon adoption and is subject to the
approval of the Governor or his designee.
PASSED AND ADOPTED this 26th day of September, 2018.
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�ra L. aylor
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Attest to: Approved as to form and legal sufficiency:
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Joa iii. Flores Law Group, LL
City V lerk • Attorney
Moved by: VICE MAYOR KELLEY
Seconded by: COMMISSIONER RILEY
Commissioner Vote: 4-1
Commissioner Holmes: YES
Commissioner Riley: NO
Commissioner Pigatt: YES
Vice Mayor Kelley: YES
Mayor Taylor: YES
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2ND AMENDED LAW FIRM RETAINER AGREEMENT
THIS AMENDED LAW FIRM RETAINER AGREEMENT ("Amended Agreement") is
made this day of September, 2018, by and between THE BROWN LAW GROUP, LLC.
("Law Firm") and the CITY OF OPA-LOCKA ("City").
WHEREAS, Law Firm is a Florida limited liability company consisting of law firms duly
licensed to practice law in the State of Florida; and
WHEREAS, City is a Florida municipality, the City Commission of which is required by its
Charter to appoint an individual or law firm to act as City Attorney; and
WHEREAS, Law Firm has been engaged by City since March 5, 2015, to act as City Attorney
on the terms then agreed between them; and
WHEREAS, City and Law Firm desire to maintain their relationship but to modify the terms of
the engagement; and
NOW, THEREFORE, in consideration of the mutual undertakings and covenants herein
contained, the adequacy of which consideration is hereby agreed by them, City and Law Firm,
intending to be legally bound, do hereby agree as follows:
1. TERM. The term of this Amended Agreement shall be one year, commencing on March
5, 2019. Thereafter, this Amended Agreement will automatically renew on each anniversary
unless terminated as provided herein or otherwise agreed by the Parties as provided herein.
2. DUTIES. Law Firm, through its attorney or attorneys, shall act as City Attorney of City.
Law Firm shall designate one attorney to assume primary responsibility as City Attorney. Law
Firm may, in its sole discretion, designate one or more Deputy City Attorneys to assist in
providing services under this Amended Agreement. Law Firm will provide Municipal Legal
Services and Litigation Services, as each is herein defined.
A. MUNICIPAL LEGAL SERVICES. The Municipal Legal Services include:
i. Legislative work associated with the Commission meetings, including
preparation or review of ordinances and resolutions, and written policies and procedures,
together with research work as necessary associated with the preparation of those
documents. This activity shall include providing assessments of legal risks inherent in any
proposed course of action,present legislation, or practices of the City;
ii. Preparation of oral or written opinions on legal matters as required by the
Commission and/or City Manager;
iii. Negotiations and preparation of agreements, leases, contracts, or similar
documents;
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iv. Participation in meetings and/or telephone conferences with the City Manager
and/or City Staff as designated by the City Manager and the provision of legal counsel, as
required;
v. Assistance to staff, legal research, and counseling related to the acquisition or
sale of real property, preparation of utility franchise agreements; operations governed by law;
liability situations; grant guidelines; pension law; and other matters as necessary requiring legal
advice;
vi. Keeping the City Commission, City Manager and City department heads
informed of legislation and/or judicial opinions that have potential to impact the City;
vii. As requested by City, overseeing in a cost-effective manner litigation in
which the City is represented by outside counsel through the City's insurer;
viii. Conducting legal research as necessary for the performance of the
Municipal Legal Services;
ix. Serve as liaison with independent counsel when required;
x. Provide legal services relating to labor relations, employment and personnel
issues, labor arbitrations, or collective bargaining, as needed;
xi. Providing legal services for such other matters not covered above, but
which necessitate legal advice or use of legal services of Law Firm, as determined by the
City Commission or City Manager and City department heads and which are not included in
the Special Legal Services, as described herein;
xii. Perform the duties of the City Attorney as provided in the City Charter
and City Code.
B. OTHER SERVICES. The Other Services include all litigation, including
arbitrations, in which the Law Firm directly represents City, with or without the
participation of outside counsel as co-counsel. Whether Law Firm directly represents City in
any particular litigation shall be determined by Law Firm, in consultation with City, in
accord with the best interests of City. The Other Services also include non-litigation special
projects, such as eminent domain work, real estate and other closings, services related to
bonds and other financings, and services related to easements. Whether a matter is a special
project shall be determined by Law Firm in consultation with City, on a case-by-case basis.
3. COMPENSATION. City shall compensate Law Firm for the Municipal Legal
Services in the amount of$19,800.00 per month. Upon the end of State of Florida oversight
of City pursuant to Florida Statutes Section 14.32, compensation for the Municipal Legal
Services will increase revert to $22,500.00 per month. . - , : • • - - •-
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year.
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The Other Services will be compensated at an hourly rate for professional services as
follows: (i) federal court litigation - $200.00 per hour; (ii) Florida Circuit Court litigation -
$190.00 per hour; (iii) Florida County Court litigation - $180.00 per hour; (iv) Florida Small
Claims Court litigation - $170.00 per hour; (v) arbitrations and special projects - $150.00
per hour.
4. COSTS. City will reimburse Law Firm for costs it incurs in providing the Municipal
Legal Services and Other Services, including any taxes on such costs. These costs may
include, but not be limited to, filing fees, delivery charges, long distance telephone charges,
photocopies, postage, charges for computer research, court costs, witness fees, court reporter
charges, expert or other consultant fees, and bond or surety or insurance costs (not including
professional liability or comprehensive liability insurance). Such expenses shall be
reimbursed at actual cost. Travel and lodging expenses necessarily incurred pursuant to
providing the Municipal Legal Services or Other Services will be reimbursed pursuant to
Section 2-61 of the City Code. Whenever practicable, Law Firm will obtain advance
authorization from City before incurring costs in excess of$2500.00.
5. PAYMENT. Law Firm will bill City on a monthly basis. Other Services will be
itemized and billed in increments of one-tenth (1/10th) hour. City will pay in accordance
with the Local Government Prompt Payment Act.
6. TERMINATION.
A. BY CITY. The City may terminate this Amended Agreement, in its sole
discretion, upon the affirmative vote of no less than three of the duly elected or appointed
members of the Commission. The notice of termination must be scheduled at a regularly
scheduled Commission meeting and advertised in the Commission agenda prior to the
Commission meeting. Upon termination of this Amended Agreement, Law Firm will transfer
all work in progress, completed work, and other materials to the City's successor counsel.
B. RELEASE. If this Amended Agreement is terminated by the City, Law Firm
agrees to waive any and all claims, known or unknown, foreseen or unforeseen that may arise
out of this Amended Agreement. Law Firm agrees that it will not challenge on any grounds
the validity or enforceability of the waiver and release. In consideration for Law Firm's
waiver of claims, City shall pay Law Firm an amount equal to twenty (20) weeks of the
monthly fee for Municipal Services in effect at the time of City's termination. This amount
will not be paid if Law Firm is terminated for misconduct as defined in Florida Statutes Section
443.036(29).
C. BY LAW FIRM. Law Firm may terminate this Amended Agreement upon sixty
(60) days' written notice.
Unless Law Firm and City agree otherwise in writing, the non-payment of any Law
Firm invoice, fifteen (15) days after the issuance of a Default Notice, sent thirty (30) days
after payment was due on the first of each month, the City will be in default under this
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Amended Agreement. Such default shall constitute grounds for the immediate termination
of this Amended Agreement without written notice and withdrawal from representation of
City by Law Firm of this Amended Agreement, to be exercised in its sole discretion subject
only to court approval, if necessary. In such case, City agrees to execute any document
necessary to effectuate the withdrawal.
D. PAYMENT DUE UPON TERMINATION. Upon termination by either Party for
any reason, City shall pay to Law Firm fees earned and costs incurred to the date of
termination.
7. INDEPENDENT CONTRACTOR. Law Firm and its employees and agents are
independent contractors and not employees of City. All persons engaged in any work or
services performed pursuant to this Amended Agreement, shall at all times and in all places
be subject to the Law Firm's sole discretion, supervision, and control.
8. CITY NOT LIABLE. City shall not be liable for the acts, omissions to act, or
negligence of Law Firm or those of Law Firm's agents, servants, and employees. Law Firm
shall maintain during the term of this contract, and all renewals and extensions thereof,
professional liability insurance in at least the minimum amounts of One Million Dollars
($1,000,000.00) for each occurrence with a maximum deductible of Fifty Thousand Dollars
($50,000.00).
9. COMPLIANCE WITH LAW. Law Firm shall comply with all federal, state and local
laws and ordinances applicable to the services and shall not discriminate on any illegal basis in
the performance of the services.
10. PUBLIC RECORDS.
A. STATEMENT. If the contractor has questions regarding the
application of Chapter 119, Florida Statutes, to the contractor's duty to
provide public records relating to this contract, contact the custodian of
public records at City Clerk, (305) 688-4611, iflores @opalockafl.gov, 780
Fisherman Street, 4th Floor, Opa-locka, Florida 33054.
B. COMPLIANCE. Law Firm shall:
(i) Keep and maintain public records required by the public agency to perform the
service.
(ii) Upon request from the public agency's custodian of public records, provide
the public agency with a copy of the requested records or allow the records to be inspected or
copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or
as otherwise provided by law.
(iii) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as authorized by law for the
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duration of the contract term and following completion of the contract if the contractor does not
transfer the records to the public agency.
(iv) Comply, to the extent applicable, with statutes and regulations governing the
retention of public records.
11. REPRESENTATION OF OTHER CLIENTS. Law Firm is bound by the Florida Bar
Rules of Professional Conduct not to represent any client if the representation of that client
would be directly adverse to the interests of another client unless such client gives fully
informed consent to such representation after consultation. Law Firm represents that it
presently has no interest, either direct or indirect, which would impair its ability to provide
legal services under this Amended Agreement, as provided in the standards set forth in the
Rules of Professional Conduct or in Florida Statutes Chapter 112, Part III, or that would
otherwise violate those provisions. Law Firm will promptly notify the City, in writing,
should a conflict or potential conflict of interest arise. City will notify Law Firm as soon as
practicable, but not later than within thirty (30) days of receipt of notification, if in the City's
opinion the circumstances do or would constitute a conflict and, if requested, whether it will
waive the conflict, if such conflict is legally waivable.
12. MISCELLANEOUS. This Amended Agreement supersedes any prior agreement
regarding its subject matter and is the entire agreement regarding its subject matter as of the
Effective Date of this Amended Agreement. This Amended Agreement may be modified only
by a writing executed by both Parties with the same formalities applied to this Amended
Agreement. Once executed, a photocopy of this Amended Agreement shall have the same force
and effect as an original. Paragraph headings are for convenience only, and are not intended
to expand or restrict the scope or substance of the provisions of this agreement or have other
legal effect. Whenever used herein, the singular shall include the plural, the plural shall
include the singular, and pronouns shall be read as masculine, feminine or neutral as the
context requires. This contract is made in the State of Florida, and shall be governed by
Florida law. Miami-Dade County, Florida, shall be the exclusive venue for any litigation,
arbitration or mediation relating to this contract. This contract may not be assigned or
delegated by either party without the prior written consent of the other party. This contract
shall not be construed to create legally enforceable rights in any persons or entities other
than Law Firm or City.
13. COMMENCEMENT. The representation of City by Law Firm according to the terms
and conditions of this Amended Agreement shall commence upon the Effective Date which
is the date the Amended Agreement is executed by both parties.
THE BROWN LAW GROUP, LLC CITY OF OPA-LOCKA, FLORIDA
By: By:
Name: Vincent T. Brown, Esq. Name: Newall J. Daughtrey
Title: Managing Member Title: Interim City Manager
Date: Date:
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