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HomeMy Public PortalAbout19-9594 Approving the City Attorney RFP for Advertisement Sponsored by: Commissioner Kelley RESOLUTION NO. 19-9594 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA, APPROVING THE CITY ATTORNEY SERVICES RFP FOR ADVERTISEMENT; FURTHER DIRECTING THE CITY CLERK TO ADVERTISE IN PUBLICATIONS FOR 30 DAYS WITH A SUBMISSION DEADLINE OF 30 DAYS FROM THE INITIAL DATE OF PUBLICATION; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Opa-locka's ("City") initial amended agreement with The Brown Law Group, LLC expires on March 5, 2019; and WHEREAS, the City Commission authorized the issuance of a RFP via Resolution 19-9593, to be developed by the City Manager in conjunction with the City Clerk, and advertised for 30 days from the initial date of publication; and NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA: Section 1. RECITALS ADOPTED. The recitals to the preamble herein are incorporated by reference. Section 2. AUTHORIZATION The City Commission hereby approves the City Attorney Services RFP for advertisement and directs the City Clerk to advertise in publications for 30 days with a submission deadline of 30 days from the initial date of publication. 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 16th day of January, 2019. Resolution No. 19-9594 Mayor Matthew Pigatt Attest to: Approved as to form only: /Li Jo. '1. Flores THE BROWN LAW GROUP, LLC City lerk City Attorney Moved by: COMMISSIONER BURKE Seconded by: COMMISSIONER KELLEY Commissioner Vote: 5-0 Commissioner Burke: YES Commissioner Kelley: YES Commissioner Bass: YES Vice-Mayor Davis: YES Mayor Pigatt: YES City of Opa-locka OQp-Lock OTC _ _ O • � a _ 1-r r • RA RFP NO: 19-XXXXXXX REQUEST FOR PROPOSAL (RFP) CITY ATTORNEY LEGAL SERVICES CITY OF OPA LOCKA 780 FISHERMAN STREET OPA-LOCKA,FLORIDA 33054 /Pp \ 01 AA_ CITY OF OPA LOCKA REQUEST FOR PROPOSALS RFP NO: 19-XXXXXXX City Attorney Legal Services Sealed Proposals for City Attorney Legal Services will be received by the City of Opa-locka at the Office of the City Clerk, 780 Fisherman St, 4th Floor, Opa-locka, Florida 33054, Friday, XX, 2019 by 1:00 p.m.Any RFP Package received after the designated closing time will be returned unopened. The City Commission of the City of Opa-locka, Florida, is requesting proposals from experienced and well qualified firms, individuals, or in-house individuals for the provision of City Attorney services. An original and six (6) copies for a total of seven (7) plus 1 copy of the Proposal package on CD in PDF format shall be submitted in sealed envelopes/packages addressed to the City Clerk,City of Opa-locka,Florida,and marked RFP for City Attorney Legal Services. The City reserves the right to accept or reject any and all proposals and to waive any technicalities or irregularities therein.The City further reserves the right to award the contract to that proposer whose proposal best complies with the RFP NO: 19-XXXXXXX requirements. Proposers may not withdraw their proposal for a period of ninety(90) days from the date set for the opening thereof. City Clerk Joanna Flores, CMC 1.1 OVERVIEW The successful Firm,Individual,or In-house Individual will serve as City Attorney for the City of Opa-locka and represent the City in all matters requiring legal counsel.All duties must be performed in accordance with the City's Charter,the City's Code of Ordinances and all other pertinent statutes and regulations. The selected applicant will provide legal services as City Attorney including but not limited to the areas of legislative governmental issues, land use and zoning, personnel, law enforcement, code enforcement, and contract law as well as monitoring the activities of any outside legal counsel representing the City in litigation. The City Attorney is expected to perform all general legal representation for the City as required.Such general legal representation includes,but is not limited to: 1. Legislative work associated with the City 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 likelihoods in support of City risk analyses. 2. Preparation of oral or written opinions on legal matters as required by the City Commission and/or City Manager. 3. Negotiation and preparation of agreements,leases, contracts, or similar documents. 4. Review and comment on contract form(s) between the City and independent contractors. 5. When requested by the City Commission or by the City Manager, performance of investigations that may require interviewing witnesses, taking testimony, review of reports,and legal research. 6. Provide legal counseling,guidance and opinions to the City Manager and the Department Directors regarding the operations of the City; provided,however that except in the Event of an emergency problem,all requests by Department Directors for such legal counseling, guidance and opinions shall be channeled through the City Manager. 7. Participation in meetings and/or telephone conferences with the City Manager and/or City Staff as designated by the City Manager,as required. 8. Prepare and/or review charter revisions, ordinances, resolutions, documents and documents that are pertaining to City matters upon request by the City Commission or City Manager. 9. Provision of staff assistance,legal research and counseling related to the acquisition or sale of real property,preparation of leases, deeds and easements; utility franchise agreements; referendum questions,contracts,surety/performance/payment bonds,insurance policies, bills of sale,liens,waivers,subordinations,and other legal instruments;liability situations; grant guidelines; pension laws, arbitration, collective bargaining; and other matters as necessary requiring legal advice. 10. Interpretation of the City's Ordinances and prosecution of local ordinance or zoning violations in any Court, if the State Attorney is not handling the prosecution. 11. Maintenance of legal files and provision to the City Manager of copies of all correspondence, and of all pleadings and orders in all litigation the firm is handling for the City. On a monthly Page 13 basis,the service provider will provide a brief written report on the status of all litigation that the firm is directly handling or is overseeing on behalf of the City. 12. Keeping the City Commission and City Manager informed of legislation or judicial opinions that have potential to impact the City. 13. As requested by the City,overseeing,in a cost-effective manner,litigation in which the City is represented by the City's insurance carriers. 14. Performance of other professional duties as may be required including but not limited to conducting legal research as required for the performance of duties representing the City. 15. With the exception of requests for legal services issued by the City Commission acting as a body,the City Manager shall act as a"gatekeeper"for the City in requesting the services or assistance of the attorney or firm, coordinating the flow of work to the attorney or firm, and establishing the relative priorities to be placed by the attorney or firm on each task for which the assistance of the attorney or firm is required. No member of the City's staff may require the efforts of the attorney or firm on the behalf of the City unless expressly authorized by the City Manager. Notwithstanding the foregoing, any member of the City Commission may request legal services and opinions of the attorney or firm regarding City matters upon approval of the Commission. 1.2 REQUESTED SERVICES 1. Attend all regular Commission meetings on the 2nd and 4th Wednesday of each month at 7:00 p.m.,all Special Meetings and Workshops thereof when requested by the City Commission or City Manager. 2. Attend all City advisory board meetings in order to counsel the members thereof on any legal matter which confronts the board or committee. 3. Attend all Community Redevelopment Agency(CRA) Meetings. 4. The Attorney shall retain an association with, or actually as an employee at his offices, a minimum of one attorney whom shall have competent experience in governmental affairs, in particular municipal government law and/or shall acquire such knowledge such that each attorney shall be able to attend such functions and attend to such matters as enumerated above in this contract when the Attorney is unavailable or unable to attend same. 5. The Attorney shall continue to be the City's primary representative in all litigation in any court and all other hearings, meetings, or other such functions as enumerated in this document. 6. The Attorney shall also represent the City in proceedings in any court of competent jurisdiction and in hearings before administrative tribunals where the City is a party or intervener in respect to the issues that are pending before such court or administrative tribunal when directed to do so by the City Commission. The Attorney may also represent the municipality in other matters,not specifically enumerated herein,at the request of the City Commission or City Manager. 1.3. EVALUATION AND SELECTION FACTORS The successful applicant will be selected based upon the ability to meet the needs outlined in this RFP and the competitive rates at which these services may be provided. Page 14 All proposals will be evaluated by the City in accordance with the factors set forth below in this solicitation.The finalists may be invited,at the sole discretion of the City to present their proposals in a personal interview at a time and place to be designated by the City.Applicants will be notified in writing as to whether they have been selected for interview within three (3) weeks after the submittal date. Notices for the interview will contain specific directions regarding the interview format. Responses will be reviewed by the members of the City Commission and the top three candidates/firms may be selected for interview. Interviews will be conducted by the Mayor and City Commission or by other committee process at the discretion of the City Commission. Following a selection decision by the City Commissioner, it is the City's intent to enter into contract negotiations with the selected individual/firm. It is anticipated that the City Attorney contract will carry an initial term of 2 years,with options for renewal for a specific term,with mutual consent. 1.4. QUALIFICATIONS. EQUAL OPPORTUNITY. INDEMNIFICATION. INSURANCE AND STATUTORY REQUIREMENTS Qualifications 1. The applicant selected to serve as City Attorney must demonstrate substantial expertise and documented continuing education in city, county and local government law. The successful attorney, firm or team will require experience in the areas of representing a municipality or a county as Attorney or General Counsel in the areas of legislative government issues,pension laws,arbitration, collective bargaining,land use and zoning, personnel, law enforcement, code enforcement, and contract law as well as monitoring the activities of any other contracted legal counsel. Firms should also have performed similar work for other communities. 2. The attorney shall be governed by the Code of Ethics of the Florida Bar. The attorney or firm shall notify the City Commission of any conflict of interest in representing the City and shall endeavor to avoid situations that may result in a perception of a conflict of interest In any City legal matter in which the City Commission determines that a conflict of interest, real or perceived, exists on the part of the attorney or firm, or if, in the determination of the City Commission,the attorney or firm or any of its members has an adversarial relationship with any party involved in a legal matter of the City,the City Commission shall have the right to engage an attorney-at-law not associated with the attorney or firm to represent the City on that matter. This will be done with written notification by the City to the attorney or firm. B. Indemnification &Insurance: 1. The attorney agrees to indemnify and save harmless the City, its officers, agents, and employees from and against any and all liability, claims, demands, damages, fines, fees, expenses,penalties,suits,proceedings,actions,and costs of action,including attorney's fees for trial and an appeal of any kind and nature arising or growing out of or in any way connected with the performance of the Agreement whether by act or omission of the Page 15 attorney, its agents, servants, employees, or others, or because of or due to the mere existence of the Agreement between the parties. 2. The Firm shall maintain in effect during the term of any agreement in connection with this RFP, and all extensions and amendments thereof, certain insurance coverage as set forth below, and shall furnish certificates of insurance, before beginning its performance under this Agreement. All liability policies must be issued by a Company with a Certificate of Authority from the Florida Financial Services Council, Office of Insurance Regulation to conduct insurance business in Florida or a rating of at least B+ and a financial size of Class VI or better according to the current year's Best's Key Rating Guide, Property-Casualty United States. The Firm shall maintain the following insurance coverage in the following amounts: i. Commercial General Liability insurance including Contractual Liability ii. Insurance$500,000 per occurrence or aggregate iii. Worker's Compensation including Broad Form All States endorsement statutory amount,if required iv. Professional Liability: $1,000,000 per occurrence; $1,000,000 aggregate. (Aggregate Limits are per 1 2-month policy period unless otherwise indicated.) 3. The attorney or firm shall purchase and maintain at the attorney or firm's expense Lawyer's Professional Liability coverage insuring the Legal Provider against liability arising out of acts or omissions in the furnishing of professional legal services pursuant to this agreement for the minimum limits of liability of$1,000,000. C. Equal Opportunity: 1. The contractor,subcontractor,vendor, supplier, or lessee states that all qualified applicants will receive consideration for employment without regard to race, religion, color, sex, national origin or age. 2. The contractor or subcontractor will comply with all provisions of Executive Order No. 11246 and the rules, regulations, and relevant orders of the Secretary of Labor or other Federal Agency responsible for enforcement of the equal opportunity and affirmative action provisions applicable and will likewise furnish all information and reports required by the Council, if any for purposes of investigation to ascertain and effect compliance with this program. 3. In the event of the contractor's subcontractors, vendor's, supplier's, or lessee's noncompliance with the nondiscrimination clause of the contract or with any of such rules, regulations, or orders,the contract may be canceled,terminated, or suspended in whole or in part, and the contractor, subcontractor, vendor, supplier, or lessee may be declared ineligible for further City contracts in accordance with procedures in Executive Order No. 11246,and such other sanctions maybe for employment,notices to be provided by the City setting forth the provisions of this Equal Employment Opportunity Clause. Page 16 4. The contractor,subcontractor,vendor, supplier, or lessee states that all qualified applicants will receive consideration for employment without regard to race, religion, color, sex, national origin or age. 5. In the event of the contractor's subcontractors,vendor's,supplier's,or lessee's noncompliance with the nondiscrimination clause of the contract or with any of such rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part, and the contractor, subcontractor, vendor, supplier, or lessee may be declared ineligible for further City contracts in accordance with procedures in Executive Order No. 11246, and such other sanctions may be imposed and remedies invoked as provided in the said Executive Order, or by rule, regulation, or order of the Secretary of Labor, or as may otherwise be provided by law. 1.5. PROPOSAL OUTLINE AND CONTENT All responses, and copies, are to be submitted on 8 1/2 x 11 inch paper, bound individually. An electronic file (CD or flash drive) of your proposal is to be included in the proposal marked"original".Such electronic file shall be in Microsoft Word,Excel,Power Point or pdf -the most recent software version. Each directive listed will require an individual index tab in your response package to indicate the information as requested is listed behind its specific tab.Any other information pertinent to the headings as listed herein may be added to the end of each section.However, required information must be listed first in each section. If further materials are necessary to complete your response and are not noted under any of the headings listed below, add a TAB—X tab to the end of your response with proper index as to the subject matter contained therein.Any Addenda are to be acknowledged on the Signature Sheet.Failure to submit this information will render your proposal non-responsive. Each Section is to be preceded with a Tab delineating the information after the Tab. Tab 1.Title Page/Cover Letter/Table of Contents Title Page shall show the request for proposal's subject,title and proposal number; the firm's name; the name, address and telephone number of a contact person; and the date of the proposal. The response shall contain a cover letter signed by a person who is authorized to commit the Proposer to perform the work included in the proposal, and should identify all materials and enclosures being forwarded in response to the RFP.The Table of Contents shall provide listing of all major topics,their associated section number,and starting page. This section shall also include: Name of attorney and law firm; date firm established; locations of all offices and dates established. Tab 2.Experience of the Attorney(sl Identify whether attorney is certified in city, county, and local government law, the attorney's professional ratings and/or recognition in the legal community for professional achievement, recognition or extraordinary participation in Florida Bar, Federal Bar, American Bar Association, local bar associations or professional practices committees, or ratings by other nationally recognized systems. Page 17 Provide detail on the attorney's law firm's demonstrated experience in representation of cities, counties, special districts, and other governmental entities and the relationship between the attorney and law firm and the identified entity, including: • Past record of performance for entities described in the above paragraph; • Experience in preparation and drafting of ordinances and advising governmental entities on revision of ordinances, codes or charter issues; • Attendance at governmental board meetings or City Commission meetings; • Knowledge of public finance; • Knowledge and practice in the area of land use, zoning, real property, and community development issues, including growth management and comprehensive plan amendments; • Knowledge and practice in the area of public works issues,including utilities and utility franchise agreements; • Representation of entities in litigation; • Experience or practice in advising entities on Florida Sunshine and public records law,and practice and procedures before local government,legislative,and quasi- judicial bodies; • Location and availability to City staff; • Depth of firm and ability to provide comprehensive services; • Minimum of 5 years of municipal law experience as a City Attorney; • Knowledge of and experience in grant submission review; • Name and biographical sketch of the attorney who will be assigned as City Attorney for the City of Opa-locka. Also provide the names and resumes of other attorneys who will assist and attend any of the City Commission or other meetings,to include the following: 1. Whether the attorney is in good standing of the Florida Bar,and if so,the date of admission; 2. If the attorney is in good standing of other bars,identify state and date of admission; 3. The area of practice concentration relative to the area of service required by the City, including experience in municipal law; 4. State as to each attorney whether such attorney is certified in city, county,and local government law by the Florida Bar; 5. State as to each attorney whether such attorney is rated by any national rating service and the rating of each attorney. Page 18 Identify one attorney to serve as City Attorney at each City Commission meeting and other Boards as may be requested or scheduled. Identify the attorney,if applicable,that would serve as the Attorney's labor attorney under your proposal. Provide information as to each of the individual attorney's and/or the firm's experience in representing local governmental entities. That is, identify all current (and for the past five (5) years) municipal, county, or other governmental agencies for which your firm and each attorney who will be assigned to the City of Opa-locka have provided legal counsel or advice and the relationship between the law firm and/or each individual attorney and the identified entity. Describe what services of the City Attorney are performed by you or your firm for other represented public entities. Tab 3.Fee Proposal The attorney shall submit a proposal for compensation, which should include, but is not limited to, a monthly retainer fee option, an hourly rate option, or a combination of these options. Unless strictly a monthly retainer, the hourly rate option is mandatory. The fee schedule shall include the following information: 1.The proposed monthly retainer fee and the expenses to be paid from the retainer fee. 2.The rates for reimbursable and/or out-of-pocket expenses, including,but not limited to,word processing,photocopying,faxing,etc. 3.The proposed rates for all other fee proposals or arrangements outside the standard hourly rates, if proposed by you or your law firm. 4.Propose a provision for rate increases in future years. Tab 4. References You may provide references of municipal or similar governmental entities the attorney or firm presently represents or has represented in the past three(3)years. For each reference provide: (i)name of entity; (ii) contact person; (iii)address and telephone number for reference; and (iv) dates of representation. Tab 5. Required Forms Include fully executed Certification Form, Public Entity Crimes Statement, Conflict of Interest, Disputes Disclosure, Drug Free Workplace, and E-Verify Affirmation. In addition, any prospective City Attorney must make an affirmative statement to the effect that,to its knowledge,the appointment as City Attorney will not result in a conflict of interest with respect to current or anticipated clients of the law firm. If a conflict is Page 9 deemed to possibly exist, the prospective City Attorney shall state the nature of such conflict,and a proposal to resolve the same prior to appointment as City Attorney. Tab X.Miscellaneous List all judgments or lawsuits against each attorney or your law firm in the last five (5) years, including the nature of the lawsuit and the resolution thereof. [The remainder of this page has been left intentionally blank] Page 110 Qualification/Experience of the City Attorney(30 Points) Provide information as to each of the individual attorney's experience and the firm's experience in representing local governmental entities.That is,identify all current(and for the past five (5)years municipal, county,or other governmental agencies for which your firm have provided legal counsel or advice and the relationship between the law firm and/or individual attorney and the identified entity. Identify the specific experience of the firm in all phases of Florida land use law. Identify the specific experience of the firm in specialized areas, including but not limited to municipal issues including parliamentary procedures, open meetings, FOIA, Government in the sunshine, elected official, municipal finance, land use, zoning, growth management, environmental law, inter-local agreements, building code, personnel, and any additional legal areas that will identify the focus of the firm. Experience working with City Government(30 Points) Provide information as to each of the individual attorney's experience and the firm's experience in representing local government entities. That is, identify all current (and for the past five (5) years municipal, county, or other governmental agencies for which your firm has provided legal counsel or advice and the relationship between the law firm and /or each individual attorney and the identified entity. Identify the specific experience of the firm in all phases of Florida land use law. Identify the specific experience of the firm in specialized areas, including but not limited to municipal issues including parliamentary procedures, open meetings, FOIA, Government in the sunshine, elected official, municipal finance, land use, zoning, growth management, environmental law, inter local agreements, building code, personnel, and additional legal areas that will identify the focus of the firm. References (10 Points) Provide information as to each of the individual attorney's experience and the firm's experience in representing Methodology and Approach (10 Points) • Name of law firm/individuals and primary attorney to service as the City Attorney at each City Commission meeting and other board meetings. • After hour availability. • Information on how the firm/individual would structure the working relationship between the City Attorney's Office, City Commission,and City Manager's Office. • Areas of expertise where the use of special outside counsel is anticipated. • Statement on how the workload of the City of Opa-locka will be accommodated and what king of priority it would be given. Page 111 Fee Proposal (20 Points) Propose a set, fixed fee that is inclusive of all service costs for the identified Scope of Work and General Specifications,payable in equal monthly installments, for identified legal services. 1.6. CONDITIONS OF SUBMISSION The Attorney shall not, under penalty of law, offer any gratuities, favors, or anything of monetary value to any officer or employee of the City of Opa-locka for any reason. The Firm shall not engage in any manner in any practices with any other proposer(s), which may restrict or eliminate competition or otherwise restrain trade.Violation of this instruction will cause your proposal to be rejected by the City.(This does not preclude joint ventures or subcontracts).All proposals submitted must be the original work product of the Firm offering the proposal.This RFP is not to be construed as a contract or as a commitment of any type; nor does it commit the City of Opa-locka to pay for costs incurred in the submission of a proposal or for any costs incurred prior to the execution of a formal contract,nor thereafter, except in accordance with the terms of any such contract. The following Certification must be signed, dated, acknowledged and must accompany your proposal. Page 112 CERTIFICATION 1. I/We understand,acknowledge and agree that the City of Opa-locka shall not be responsible for reimbursement of any costs incurred in the preparation of this proposal. 2. I/We understand, acknowledge and agree that the City Commission may reject this proposal, in whole or in part, out-of-hand, for no reason, and that any such rejection will result in no obligation whatsoever on the part of the City of Opa-locka or any of its employees and officials. 3. I/We understand, acknowledge and agree that the City Commission reserves the right to reject all proposals and to accept any offer received,whether or not the offer is the lowest price offer received. 4. I/We understand, acknowledge and agree that any complaint made by a proposer made with regard to the selection process or any contract award relating to the RFP will void any proposal filed by the complaining proposer. 5. I/We understand,acknowledge and agree that any contract awarded herein shall not entitle the successful proposer to perform work for the City of Opa-locka on an exclusive basis. 6. I/We understand, acknowledge and agree that the City Commission retains the discretion to sue or not to use the services of any particular successful proposer under this RFP and that any contract award does not guarantee that the successful proposer will actually be requested to perform work under the contract. 7. I/We understand, acknowledge and agree that the City Commission will require, as a condition of any contract awarded under this RFP,that the proposer shall provide proof of insurance in amounts acceptable to the City, including, but not necessarily limited to the following categories of insurance, General Liability, Automobile Liability, Workers' Compensation and Professional Liability. If selected for the award of a contract under this RFP, I/We agree to provide to the City of Opa-locka, proof of insurance in the form and amounts satisfactory to it. 8. I/We understand, acknowledge and agree that this RFP and the selected Firm's proposal may, by reference, become a part of any formal agreement the selected Firm and the City resulting from this solicitation. 9. I/We understand, acknowledge and agree that personnel essential to the continuity of any contract must be available throughout the duration of any contract that may be awarded hereunder unless substitutions are approved in writing by the City Commission. 10. I/We understand,acknowledge and agree that the successful Firm will be expected to adhere to billing procedures of the City of Opa-locka and to all standard contractual requirements of the City.The Attorney shall provide legal services in accordance with this RFP,as they may be amended from time to time. Page 1 13 11. I/We understand,acknowledge and agree that the City Commission or its designees will be responsible for monitoring day-to-day services of the Attorney delivered to the City. The Firm shall promptly report any conditions,transactions, occurrences, events, situations or circumstances encountered by the Attorney, which would impede or impair the proper conduct of the legal services provided. 12. I/We understand,acknowledge and agree that all proposals submitted shall become public record upon the opening of the sealed envelope in which the Attorney's proposal is submitted. 13. I/We understand, acknowledge and agree that if selected,the Attorney will be required to keep complete and accurate books of accounts and records of its business and operations under and in connection with the contracted services. All such books of accounts and records shall be made available for inspection by designated City persons or others as the City might require. 14. I/We understand, acknowledge and agree that if selected, the Attorney will be required to keep complete and accurate books of accounts and records of its business and operations under and in connection with the contracted services. All such books of accounts and records shall be made available for inspection by designated City persons or others as the City might require. Authorized Representative SWORN TO AND SUBSCRIBED before me,this day of ,2019. Notary Public,State of Florida Page J 14 1.7. CONE OF SILENCE Proposers are hereby advised that this RFP is subject to the"Cone of Silence",in accordance with Ordinance 98-106. From the time of advertising until the City Manager issues a recommendation,there is a prohibition on communication with the City's professional staff. The ordinance does not apply to oral communications at pre-proposal conference, public presentations made to the City Commissioners during any duly notices public meeting, or communications in writing at any time with any city employee,official,or member of the City Commissioners unless specifically prohibited herein. A copy of all written communications must be filed with the City Clerk, at the address as listed in Section 1.4 herein.Among other penalties,violation of these provisions by any particular bidder shall render any Bid ward to said bidder voidable. 1.8. PROTESTS Protests of the plans,specifications,and other requirements of the request for proposal and bids must be received in writing by the City Clerk's Office at least ten(10)working days prior to the scheduled bid opening. A detailed explanation of the reason for the protest must be included. Protests of the award or intended award of the bid or contract must be in writing and received in the City Clerk's Office within seven (7) working days of the notice of award. A detailed explanation of the protest must be included. 1.9. INDEMNIFICATION The work performed by the vendor shall be at the risk of the vendor exclusively.To the fullest extent permitted by law, the vendor shall indemnify, defend (at the vendor's sole expense) and hold harmless the owner,joint ventures, representatives,members, designees, officers, directors, employees, agents, successors and assigns ("indemnified parties") from and against any and all claims for bodily injury,death or damage to property,demands,damages, actions, causes of actions, suits, losses, judgments, obligations and any liabilities, costs and expenses (including but not limited to investigative and repair costs, attorney's fees and costs) ("claims") which arise or are in any way connected with the work performed, materials furnished, or services provided under this agreement by the vendor or its agents. These indemnity and defense obligations shall apply to any acts or missions, negligent or willful misconduct of the supplier, its employees, or agents, whether active or passive. The vendor shall not be obligated to indemnify or defend the owner for claims found to be due to the sole negligence or willful misconduct of the indemnified parties. The vendor's indemnification and defense obligations hereunder shall extend to claims occurring after this agreement is terminated as well as while it is in force,and shall continue until it is finally Page 115 adjudicated and any and all actions against the indemnified parties for such matter which are indemnified hereunder are fully and finally barred by applicable laws. 1.10. RISK OF LOSS.DESTRUCTION.OR DAMAGE The City will not be responsible for any theft, destruction of, or damage to equipment from any cause,with the exception of negligence or willful acts by an employee(s) or agent(s) of the City. 1.11. NON-COLLUSION AFFIDAVIT. The vendor, in accordance with Miami-Dade County requirements, must sign an affidavit of non-collusion which has been attached hereto.This document must be signed and returned with the bid response. 1.12. TERMINATION FOR CONVENIENCE A contract may be terminated in whole or in part by the City at any time and for any reason in accordance with this clause whenever the City shall determine that such termination is in the best interest of the City. Any such termination shall be effected by the delivery to the contractor at least five (5)working days before the effective date of a Notice of Termination specifying the extent to which performance shall be terminated and the date upon which termination becomes effective.An equitable adjustment in the contract price shall be made for the completed service, but no amount shall be allowed for anticipated profit on unperformed services. Address for RFP Package Delivery Proposals must be received by the office of: Office of the City Clerk 780 Fisherman Street 4th Opa-locka, Florida 33054 CONFIDENTIAL-DO NOT OPEN 1.13. LATE PROPOSALS Proposals received after the Closing Time will not be accepted or considered. Delays caused by any delivery,courier or mail service(s)will not be grounds for an extension of the Closing Page 1 16 Time. Firms submitting proposals are fully responsible for their delivery.Reliance upon mail or mail carriers is at the firm's risk. 1.14. ADDENDUM If the City determines that an amendment is required to this RFP, the City Representative will post a written addendum on the City Website at www.Opalockafl.gov (the "City Website") and upon posting will be deemed to form part of this RFP. No amendment of any kind to the RFP is effective unless it is posted in a formal written addendum on the City Website. Upon submitting a Proposal,Proponents will be deemed to have received notice of all addenda that are posted on the City Website. 1.15. CITY RIGHTS CITY reserves the right to reject any or all proposals and to waive any informality in proposals received. CITY also reserves the right to reject proposals from companies who have previously failed to perform properly or complete on time contracts for CITY, or a proposal where investigation shows that the proposing company is not in a position to successfully perform the contract,in the judgment of CITY. CITY reserves the right to reject a proposal, regardless of price and conditions, where the proposed terms and/or conditions are deemed unacceptable to CITY. This Request for Proposals does not commit CITY to award a contract, to pay for any costs incurred in preparation of a proposal, nor contract for services outlined in this RFP. CITY's evaluation team will review the technical proposals individually and meet as a group. The evaluation team meeting will be open to the public. 1.16. GENERAL CONDITIONS The City is under no obligation to accept any Proposal submitted. The City reserves the right in its sole discretion to waive informalities in, or reject any or all Proposals, or to accept any Proposal deemed most favorable in the interest of the City, or cancel the competition at any time without award. Thereafter,the City may issue a new Invitation/ Request, sole source or do nothing. This RFP is not a tender and does not commit the City in any way to select a Preferred Proponent, or to proceed to negotiations for a Contract, or to award any Contract, and the City reserves the complete right to at any time reject all Proposals,and to terminate this RFP process. Page 117 RFP NO: 19-XXXXXX CITY ATTORNEY LEGAL SERVICE PROPOSER QUALIFICATIONS The Proposer, as a result of this proposal, MUST hold a County and/or Municipal Consultant's Occupational License in the area of their fixed business location. The following information MUST be completed and submitted with the proposal to be considered: 1. Legal Name and Address: Name: Address: City,State,Zip: Phone/Fax: 2. Check One: Corporation() Partnership () Individual () 3. If Corporation,state: Date of Incorporation: State in which Incorporated: 4. If an out-of-state Corporation,currently authorized to do business in Florida,give date of such authorization: 5. Name and Title of Principal Officers Date Elected: 6. The length of time in business: years 7. The length of time (continuous)in business as a service organization in Florida: years 8. Provide a list of at least five commercial or government references that the bidder has supplied service/commodities meeting the requirements of the City of Opa-locka specification,during the last twenty-four months. 9. A copy of County and/or Municipal Occupational License(s) Note:Information requested herein and submitted by the proposers will be analyzed by the City of Opa-locka and will he a factor considered in awarding any resulting contract The purpose is to insure that the Consultants,in the sole opinion of the City of Opa-locka,can sufficiently and efficiently perform all the required services in a timely and satisfactory manner as will be required by the subject contract If there are any terms and/or conditions that are in conflict,the most stringent requirement shall apply. Page 118 avo.-ockq. 9 4 •e CITY OF OPA-LOCKA CERTIFICATION REGARDING DEBARMENT,SUSPENSION PROPOSED DEBARMENT AND OTHER MATTERS OFRESPONSIBILITY 1.The Proposer certifies,to the best of its knowledge and belief,that the Proposer and/or any of its Principals: A.Are not presently debarred,suspended,proposed for debarment,or declared ineligible for the award of contracts by any Federal agency. B. Have not,within a three-year period preceding this offer,been convicted of or had a civil judgment rendered against them for:commission of fraud or a criminal offense in connection with obtaining,attempting to obtain,or performing a public(Federal,state,or local)contract or subcontract; violation of Federal or state antitrust statutes relating to the submission of offers; or commission of embezzlement,theft,forgery,bribery,falsification or destruction of records,making false statements,tax evasion,or receiving stolen property;and C.Are not presently indicted for,or otherwise criminally or civilly charged by a governmental entity with,commission of any of the offenses enumerated in paragraph 1-B of this provision. 2.The Proposer has not,within a three-year period preceding this offer,had one or more contracts terminated for default by any City,State or Federal agency. A. "Principals," for the purposes of this certification, means officers; directors; owners; partners;and,persons having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a subsidiary, division, or business segment,and similar positions). This Certification Concerns a Matter Within the Jurisdiction of an Agency of the United States and the Making of a False, Fictitious, or Fraudulent Certification May Render the Maker Subject to Prosecution Under Section 1001,Title 18,United States Code. B.The Proposer shall provide immediate written notice to the Contracting Officer if, at any time prior to contract award,the Proposer learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. C. A certification that any of the items in paragraph (a) of this provision exists will not necessarily result in withholding of an award under this solicitation. However, the certification will be considered in connection with a determination of the Proposer's responsibility. Failure of the Proposer to furnish a certification or provide such additional information as requested by the Contracting Officer may render the Proposer non- responsive. Pagel 19 D.Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render,in good faith,the certification required by paragraph(a)of this provision.The knowledge and information of a Proposer is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. E.The certification in paragraph(a)of this provision is a material representation of fact upon which reliance was placed when making award. If it is later determined that the Proposer knowingly rendered an erroneous certification,in addition to other remedies available to the Government, the Contracting Officer may terminate the contract resulting from this solicitation for default. AS THE PERSON AUTHORIZED TO SIGN THE STATEMENT, I CERTIFY THAT THIS CONSULTANT COMPLIES FULLY WITH THE ABOVE REQUIREMENTS. Signature Printed Name Page 120 OQP-LOC, CITY OF OPA-LOCKA DRUG-FREE WORKPLACE CERTIFICATION FORM Whenever two (2) or more bids/proposals, which are equal with respect to price, quality, and service, are received by the CITY OF OPA-LOCKA for the procurement of commodities or contractual services, a bid/proposal received from a business that certifies that it has implemented a drug-free workplace program shall be given preference in the award process. In order to have a drug-free workplace program,a business shall: 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of controlled substances is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs,and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in number(1). 4. In the statement specified in number(1),notify the employees that as a condition for working on the commodities or contractual services that are under bid,the employee will abide by the terms of the statement and will notify the employer of any conviction on or plea of guilty or no contest to any violation of Chapter 893, Florida Statutes or of any controlled substance law of the United States or any singular state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community by any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of Section 287.087,Florida Statutes. This Certification is submitted by the (Name) of (Title/Position) (Company) who does hereby certify that said Company has implemented a drug-free workplace program,which meets the requirements of Section 287.087,Florida Statutes,which are identified in numbers(1)through(6)above. Date Signature Page 121 CITY OF OPA-LOCKA 0 <9 NON-COLLUSION AFFIDAVIT a STATE OF FLORIDA-COUNTY OF MIAMI DADE being first duly sworn,deposes and says that: (1) He/She/They is/are the (Owner,Partner,Officer,Representative or Agent) of the PROPONENT that has submitted the attached proposal; (2) He/She/They is/are fully informed respecting the preparation and contents of the attached Proposal and of all pertinent circumstances respecting such Proposal; (3) Such Proposal is genuine and is not a collusive or sham Proposal; (4) Neither the said PROPONENT nor any of its officers, partners, owners, agents, representatives, employees or parties in interest, including this affiant, have in any way colluded, conspired, connived or agreed, directly or indirectly, with any other PROPONENT,firm, or person to submit a collusive or sham Proposal in connection with the Work for which the attached Proposal has been submitted; or to refrain from Proposing in connection with such Work; or have in any manner, directly or indirectly, sought by agreement or collusion, or communication, or conference with any PROPONENT,firm,or person to fix any overhead,profit,or cost elements of the Proposal or of any other PROPONENT, or to fix any overhead, profit, or cost elements of the Proposed Price or the Proposed Price of any other PROPONENT,or to secure through any collusion, conspiracy, connivance, or unlawful agreement any advantage against (Recipient),or any person interested in the proposed Work; (5) The price or prices quoted in the attached Proposal are fair and proper and are not tainted by any collusion, conspiracy, connivance, or unlawful agreement on the part of the PROPONENT or any other of its agents,representatives,owners,employees or parties of interest,including this affiant. Signed,sealed and delivered in the presence of: By: Witness Signature Witness Print Name and Title Page 122 OP p.1-OCkV ■� 0t; : NON-DISCRIMINATION AFFIDAVIT I, the undersigned, hereby duly sworn, depose and say that the organization, business or entity represented herein shall not discriminate against any person in its operations, activities or delivery of services under any agreement it enters into with the City of Opa-locka. The same shall affirmatively comply with all applicable provisions of federal,state and local equal employment laws and shall not engage in or commit any discriminatory practice against any person based on race,age, religion, color, gender, sexual orientation, national origin, marital status, physical or mental disability,political affiliation or any other factor which cannot be lawfully used as a basis for service delivery. By: Title: Sworn and subscribed before this day of ,20_ Notary Public,State of Florida (Printed Name) My commission expires: Page 123 FAILURE TO COMPLETE AND RETURN THIS AND ALL FORMS MAY DEEM YOUR BID NON-RESPONSIVE CITY ATTORNEY LEGAL SERVICE FEE PROPOSAL Company's Name: Fee Proposal: $ We, the undersigned, hereby propose and agree to furnish to the City of Opa-locka all work as defined in the RFP. This proposal is subject to all terms of the specifications and bid conditions,and we hereby agree to furnish such items as may be awarded to us. Authorized Signature Date Print Name Telephone Number Title Email Address Page 124 Sponsored by: Commissioner Burke RESOLUTION NO. 19-9593 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA, AUTHORIZING THE ISSUANCE OF A REQUEST FOR PROPOSALS (RFP) SEEKING A FIRM TO SERVE AS CITY ATTORNEY FOR THE CITY OF OPA-LOCKA; FURTHER AUTHORIZING THE ESTABLISHMENT OF A COMMITTEE TO REVIEW AND MAKE RECOMMENDATIONS TO THE CITY COMMISSION; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Opa-locka's ("City") initial amended agreement with The Brown Law Group, LLC expires on March 5, 2019; and WHEREAS, the City Commission desires to have an RFP issued by the City Manager in conjunction with the City Clerk, to be brought back at a special commission meeting to be held on January 16 at 5:30PM to be approved by the City Commission, seeking a firm to serve as City Attorney for the City of Opa-locka; and WHEREAS, the City Commission wishes to establish a committee, for which each Commissioner shall appoint one member, to review proposals and make recommendations to the City Commission. NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA LOCKA, FLORIDA: Section 1. RECITALS ADOPTED. The recitals to the preamble herein are incorporated by reference. Section 2. AUTHORIZATION The City Commission hereby authorizes the issuance of a RFP by the City Manager in conjunction with the City Clerk, to be brought back at a special commission meeting to be held on January 16 at 5:30PM for approval by the City Commission, seeking a firm to serve as City Attorney for the City of Opa-locka and further authorizes the establishment of a committee to review and make recommendations to the City Commission 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. Resolution No. 19-9593 PASSED AND ADOPTED this 9th day of January, 2019. Mayor Matthew Pigatt Attest to: Approved as to form: 1 _GD,L)Jo.'� . Flores • H OWN LAW GROUP,L Ci Clerk City Attorney Moved by: Commissioner Burke Seconded by: Vice Mayor Davis Commissioner Vote: 3-2 Commissioner Burke: YES Commissioner Kelley: YES Commissioner Bass: YES Vice-Mayor Davis: NO Mayor Pigatt: NO ZyE""°d STATE OF FLORIDA office of tje +4oIernor zr THE CAPITOL TALLAHASSEE,FLORIDA 32399-0001 WWw.flgov.com RICK SCOTT 850-488-7146 GOVERNOR 850-487-0801 fax December 12, 2018 Yvette Harrell, Interim City Manager City of Opa-locka City Hall,780 Fisherman Street Opa-locka, FL 33054 Re: Resolutions 18-9549 and 18-9556 and Ordinance 18-16 Dear Ms. Harrell: As you know, two resolutions and an ordinance are still outstanding and pending a decision from the Governor's Designee. The referenced resolutions and ordinance are,respectively, Resolution 18-9549, Resolution 18-9556, and Ordinance 18-16. The resolutions and the ordinance are subject to approval by the Governor's Designee in accordance with Section 7 of the State and Local Agreement of Cooperation Between the Governor and the City of Opa-locka. Having considered the input of the Financial Emergency Board's (FE Board)Contract Review Committee,' Ordinance 18-16 is not approved for implementation. The ordinance is devoid of provisions and controls sufficient to protect the City of Opa-locka's(City)citizens from having their municipal government sell,transfer, or convey municipal assets that could otherwise be used to bolster the City's revenues. As currently written,the ordinance presents too many opportunities for City property to be sold or conveyed to other parties without the City obtaining the highest and best valuation and compensation for the property planned for disposal. Since the FE Board voted on December 6, 2018,to defer any further discussion or review of the ordinance, I am prepared to close the matter with a denial. Resolutions 18-9549 is also not approved for implementation. Resolution 18-9549 concerned the amendment of the City's retainer agreement with the Brown Law Group, LLC, with such existing agreement set to expire February 5,2019. Resolution 18-9549's approval would bind the newly elected and installed City Commission with a significant monthly financial obligation and potential severance burden equaling almost 40%of the contracting period ending on February 5,2020.3 The effect sought through Resolution 18-9549 is a matter for the newly constituted commission to address since the contract is extended for more than 1 year from today and expiring entirely within their terms of office. 1 A component of the Financial Emergency Board consisting of four of the Financial Emergency Board's eight members. 2 Twenty weeks,the maximum allowed under Florida law.See s.215.425,Florida Statutes. 3 Additionally,while the resolution sets a contract termination date of February 5,2020,the 2nd Amended Law Firm Retainer Agreement related to Resolution 18-9549 extends the contract's duration to"one year,commencing on March 5,2019." December 12,2018 Page 2 of 2 Similarly, Resolution 18-9556 is not approved for implementation. The effect sought through Resolution 18-9556 is a matter for the newly constituted commission to address. It is not reasonable to bind a newly constituted City Commission with the appointment and severance conditions of one of its three direct reporting officers,4 with the employment terms and conditions developed and imposed by a prior Commission. Since the FE Board voted on December 6, 2018, to defer any further discussion or review of this particular resolution, I am prepared to close the matter with a denial. It is generally in the City's best interest to maintain a balance between continuity of operations and respect for the authority vested in the currently elected Commission. It is my opinion that it is in the City's financial interest to maintain stability, even as it may want to move forward with a local and nationwide search for candidates as called for under Chapter 2,Art.1, Sec. 2-8.4, Opa-locka, FL—Code of Ordinances. Furthermore, it is my opinion that the immediate termination of any of the three direct reporting officers before identifying a qualified replacement would have a direct and potentially negative impact upon the City. It is recommended that the City Commission take these considerations into account during this time of transition. If you have any questions or concerns, please contact my office. Respectfully, Eric W. Miller Chief Inspector General Governor's Designee for EO 16-135 cc: Mayor Matthew Pigatt Vice Mayor Chris Davis Commissioner Joseph Kelley Commissioner Alvin Burke Commissioner Sherelean Bass Interim Board Chair Andrew R. Collins Board Member Angela Knecht Board Member Kim Mills Board Member Vernita Nelson Board Member J.D. Patterson,Jr. Board Member Frank Rollason Board Member Marie C. Walker Board Member Christian Weiss 4 The City Clerk,City Attorney,and City Manager positions are the three positions that directly report to and serve at the pleasure of the City Commission. Sponsored by: Vice Mayor Kelley RESOLUTION NO.18-9549 A RESOLUTION OF THE CITY COMIVIISSION 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. , / a L. aylor ayor Attest to: Approved as to form and legal sufficiency: J.. �7�Flores ��: i:,-.� Law Group,LLjr City lerk a '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 11/A h • 1 . 1 I 1. 1 I 1 1 1 Y trp.otiiktigNIDED it It ! ! • • . • •. • • • I• . ! N1• Y • YY\ • - M ••1 1 Y 1 Y Y N _ N _ f •. ••• / •4!•_ • Y 1 Gaziload • Y•1 / M1• 1 N•• Y • 1 , y -. _- __: _. _ _.:_-_...-.: :---vim •_ ' Y- • \_ • ,1.1 N. Y Y 1 •IIIY NI. • - f •• •• ::._ ;- _: _ :._': --:.-_:- .::::::- ::... _. - +emu-=- --_ - • • ._ •1 .•.._ _ -_ .._ • •• ._. ._ ._ - -. .a. _ '_.- - -.. • •• • •.__'- III 1 4. • N 1 Y Y I YY ♦ NI• , . •- talluinationr 2 2m 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; 3 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 Tease revert to $22.500.00 per month. - -.. - . . 4 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 rofessional liabili or com,rehensive liabili insurance . Such ex I enses 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 5 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 6 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 Fum 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: 7 • CITY ATTORNEY RETAINER AGREEMENT EE++, THIS AGREEMENT ("AGREEMENT") is made this J day of March, 2015, by and between the BROWN LAW GROUP (LAW FIRM)and THE CITY OF OPA LOCKA(CITY). WHEREAS, LAW FIRM is a Florida professional association, consisting of duly licensed Florida attorneys with certain general and specific knowledge necessary for the practice of law in the State of Florida; and WHEREAS, THE CITY is municipality within the State of Florida chartered to govern in Florida within certain geographical boundaries and, who is required as a part of that charter, to engage qualified persons to act fulfill the role of City Attorney and desires to engage a law firm to fulfill the duties of City Attorney; and WHEREAS, LAW FIRM agrees to perform the functions of City Attorney for THE CITY; NOW THEREFORE, in consideration of the mutual undertakings and covenants herein contained,LAW FIRM and CITY hereby covenant and agrees as follow: 1. TERM: The term of this AGREEMENT shall be for two (2) years from the date of commencement, with the City's option to renew for one additional year on each anniversary date. 2. LEGAL SERVICES: To include all City Attorney Services, including attending meetings of the City Commission, Zoning, Planning and Code Enforcement and Personnel Appeal Hearings, as well as providing legal advice expected of a City Attorney and handling the City's Litigation and Special Projects outside the scope typically expected of a City Attorney. The Brown Law Group will, at all times, serve as City Attorney, and The Brown Law Group and may at its discretion appoint an assistant to perform Deputy City Attorney and consulting duties as needed. 3. COMPENSATION: THE CITY agrees to pay LAW FIRM the sum of$22,000.00 per month for compensation for legal services, exclusive of litigation services and special projects,to be paid on the first(1st)day of each month during the term or any subsequent term. This fee shall be exclusive of ordinary costs and expenses which may include: filing fees, delivery charges, long distance telephone charges, photocopies, special postage or delivery expenses (express mail, certified mail and the like), travel expenses, computer research, court costs as necessary (such as filing fees, service of process, subpoena costs, witness fees, deposition costs, and fees and expenses of any co-counsel or expert necessarily retained to assist in litigation or for other legitimate functions of the office of City Attorney. Litigation and Special Projects shall be paid at a rate of$200.00 per hour. The base monthly compensation of$22,000.00 shall be increased on the 1st of October of each year by not more than $1,250.00 per month subject to the City Commission's approval. 1 4 TERMINATION: The parties agree and understand that the LAW FIRM, in accepting this engagement, will be foregoing other private work and income, and in exchange for the terms of this Agreement, the Law Firm may only be terminated for Good Cause, defined as breaching the material terms of this Agreement and such termination shall require a vote of three (3) Commissioners. As compensation in the event this AGREEMENT is terminated under these terms, THE CITY shall pay the LAW FIRM an amount equal to five months compensation, which shall be due and payable within thirty (30) days of termination. In the event a lawsuit is initiated to enforce the terms o f this agreement,the prevail parties shall be entitled attorney's fees and suit costs. THE BROWN LAW GROUP CITY OF t PA i lI , FLORIDA By: By: Name: Vincent T. Brown,Esq. Name: City 1 . ager of Opa Locka Title: Managing Member Title: Kelvin Baker CITY ATTORNEY RETAINER AGREEMENT AS AMENDED THIS AGREEMENT ("AGREEMENT") is made this 5th day of March, 2015, by and between the BROWN LAW GROUP(LAW FIRM)and THE CITY OF OPA LOCKA(CITY). WHEREAS, LAW FIRM is a Florida professional association, consisting of duly licensed Florida attorneys with certain general and specific knowledge necessary for the practice of law in the State of Florida; and WHEREAS, THE CITY is municipality within the State of Florida chartered to govern in Florida within certain geographical boundaries and, who is required as a part of that charter, to engage qualified persons to act fulfill the role of City Attorney and desires to engage a law firm to fulfill the duties of City Attorney; and WHEREAS, LAW FIRM agrees to perform the functions of City Attorney for THE CITY;and NOW THEREFORE, In consideration of the mutual undertakings and covenants herein contained, LAW FIRM and CITY hereby covenant and agrees as follow: 1. TERM: The term of this AGREEMENT shall be for two(2) four(4) years from the date of commencement, with the City's option to renew for one additional year on each anniversary date. The effective date of this Agreement for the purpose of this provision,as amended,shall be March 5,2015. 2. LEGAL SERVICES: To include all City Attorney Services, including attending meetings of the City Commission, Zoning, Planning and Code Enforcement and Personnel Appeal Hearings, as well as providing legal advice expected of a City Attorney and handling the City's Litigation and Special Projects outside the scope typically expected of a City Attorney. The Brown Law Group will, at all times, serve as City Attorney, and the Brown Law Group and may appoint at its discretion appoint an assistant to perform Deputy City Attorney and consulting duties, as needed. 3. COMPENSATION: THE CITY agrees to pay LAW FIRM the sum of$22;000.00 $19,800.00 per month for compensation for legal services, exclusive of litigation services and special projects,to be paid on the first(1st)day of each month during the term or any subsequent term.This fee shall be exclusive of ordinary costs and expenses which may include: filing fees, delivery charges, long distance telephone charges, photocopies, special postage or delivery expenses(express mail,certified mail and the like), travel expenses,computer research, court costs as necessary(such as filing fees,service of process, subpoena costs,witness fees, deposition costs, and fees and expenses of any co-counsel or expert necessarily retained to assist in litigation or for other legitimate functions of the office of City Attorney. Litigation and Special Projects .•. • . . . - . .. !!.!! . .. shall be paid at the following rates: (a) U.S. Federal Courts Cases: $200.00 per hour; (b) State of Florida Circuit Court Case: $190.00 per hour(c); State of Florida County Court Cases: $180.00 per hour; (d) State of Florida Small Claims Court Case: $170.00 per hour; (e)Arbitration Matters before the American Arbitration Association: $150.00 per hour; (f) Special Projects: $150.00 per hour. .The effective date for this provision, as amended,shall be October 1, 2016. 1 4. TERMINATION: The parties agree and understand that the LAW FIRM, in accepting this engagement, will be foregoing other private work and income, and in exchange for the terms of this Agreement, the Law Firm may only be terminated for Good Cause, defined as breaching the material terms of this Agreement. Such termination shall require a majority vote of three (3) Commissioners. As compensation, in the event this AGREEMENT is terminated under these terms,THE CITY shall pay the LAW FIRM an amount equal to five months compensation which shall be due and payable within thirty(30)days of termination. THE BROWN LAW GROUP,LLC CITY OF *PA-LOCKA,FLORIDA By: By: f 47/. G' , Name: Vincent T. Brown,Esq. Name rvette Harr: ,Esq. Title: Managing Member Title: City Manager CITY i OPA-LO ,FLORIDA CITY 0, OPA-L•Ali— ORIDA is By: ��� . By' OI 3( aO �1 Name: oanna Flores Name: Myra L. Taylor Title: City Clerk Title: Mayor 2