HomeMy Public PortalAbout19-9630 Approving the settlement with the Brown Law Group Sponsored by: City Manager
RESOLUTION NO. 19-9630
A RESOLUTION OF THE MAYOR AND CITY
COMMISSION OF THE CITY OF OPA LOCKA, FLORIDA,
RATIFYING RESOLUTION 19-9622, APPROVING THE
SETTLEMENT AGREEMENT (EXHIBIT "A") BETWEEN
THE CITY OF OPA-LOCKA AND THE BROWN LAW
GROUP, LLC, AND AUTHORIZING THE CITY MANAGER
TO EXECUTE ALL DOCUMENTS NECESSARY TO
EFFECTUATE THE AGREEMENT; PROVIDING FOR
INCORPORATION OF RECITALS; PROVIDING FOR AN
EFFECTIVE DATE
WHEREAS, The City Commission of Opa-locka, Florida, adopted resolution
19-9622 on March 4, 2019; and
WHEREAS, the City Commission desires to ratify resolution 19-9622,
approving the settlement agreement (EXHIBIT "A") between the City and The
Brown Law Group, LLC.
NOW THEREFORE, BE IT RESOLVED THAT THE CITY COMMISSION
OF THE CITY OF OPA LOCKA, FLORIDA:
Section 1. The recitals to the preamble herein are incorporated by reference;
Section 2. The City Commission hereby ratifies Resolution 19-9622,
approving the settlement agreement (EXHIBIT "A") between the City of Opa-locka
and The Brown Law Group, LLC.
Section 3. The City Manager is hereby authorized to execute all documents
necessary to effectuate agreement.
Section 4. This resolution shall take effect immediately upon adoption
PASSED AND ADOPTED this 13th day of March, 2019.
Resolution No. 19-9630
Z40/7
Matthew Pigatt
Mayor
Attest to: Approved as to form and legal sufficiency:
Ale , , • I , ---,-..., ________------t
4
Ianna Flores Vincent T. Brown, Esq.
ity Clerk The Brown Law Group, LLC
City Attorney
Moved by: COMMISSIONER BURKE
Seconded by: COMMISSIONER BASS
Commissioner Vote: 5-0
Commissioner Kelley: YES
Commissioner Burke: YES
Commissioner Bass: YES
Vice Mayor Davis: YES
Mayor Taylor: YES
EXHIBIT
A
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release (the "Agreement") is made by and between The
Brown Law Group, LLC ("LAW FIRM") on the one hand, and the City of Opa-locka, Florida
("CITY") on the other hand. Both LAW FIRM and CITY are a "Party" and collectively, the
"Parties."
WITNESSETH:
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, on or about March 5, 2019, the CITY ATTORNEY RETAINER
AGREEMENT between the CITY and the LAW FIRM will expire; and
WHEREAS, the CITY and the LAW FIRM disagree about whether the SECOND
AMENDED CITY ATTORNEY AGREEMENT is an enforceable agreement; and
WHEREAS, the CITY and the LAW FIRM now desire to amicably settle completely
and for all time the matters between them, release each other from any contractual or legal
obligations together with any and all other matters that might be raised or that could be raised in
a Lawsuit by the LAW FIRM against the CITY; and
WHEREAS, the Parties understand and agree that neither the making of this Agreement
nor anything contained herein, shall, in any way, be construed or considered to be an admission
by either party of guilt, wrongdoing, or noncompliance with any federal, state or local statute,
public policy, tort law, contract law, common law, or any other wrongdoing whatsoever. This
Agreement is entered solely to amicably sever the relationship between CITY and LAW FIRM at
a time certain under conditions agreeable to the parties to buy peace and to resolve known or
unknown any disputed claims and for no other reason.
WHEREAS, the Parties do hereby acknowledge and agree that they are represented by
counsel and have had the opportunity to review this Agreement with counsel if they so choose.
NOW, THEREFORE, in consideration of the mutual promises contained herein, and
other good and valuable consideration as hereinafter recited, the adequacy of which is hereby
acknowledged,the Parties, intending to be legally bound, agree as follows:
1. Recitals.
The foregoing recitals are true and correct and are incorporated by reference.
2. Denial of Liability.
The CITY does not admit any wrongdoing, fault, or liability of any nature by entering
into this Agreement and specifically deny any wrongdoing, fault or liability for the allegations
contained in the Lawsuit.
3. Retention and Duties of LAW FIRM.
The CITY shall retain LAW FIRM for a period of no longer than 90 days commencing
March 6, 2019 as its CITY ATTORNEY. LAW FIRM, through its attorney or attorneys, shall
act as City Attorney of City for Ninety(90) days. LAW FIRM shall be paid $19,800 monthly in
exchange for LAW FIRM's continued representation during the 90 day term. 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 to
the CITY, so long as such Deputy City Attorney is an employee of LAW FIRM and CITY shall
not bear any additional charge for such services. During this Ninety (90) day period, LAW
FIRM shall be entitled to the monthly retention without regard to whether CITY requires LAW
FIRM's services.
DUTIES. 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;
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
Page 2 of 6
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.
xiii. Cooperate with the CITY and any successor City Attorney to ensure
the effective transition of the CITY's affairs to its successor City Attorney.
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. 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. Non-attorney time shall be at no
charge to the CITY.
4. Termination of LAW FIRM as City Attorney.
On or before June 4, 2019, LAW FIRM shall transfer the office of City Attorney to the
successor City Attorney as designated and chosen by the CITY and LAW FIRM's retention as
City Attorney will terminate. LAW FIRM understands that there may be a period of overlap
where LAW FIRM and any successor City Attorney shall both be obligated to provide services
to the CITY. LAW FIRM understands that any such Successor City Attorney may give direction
to LAW FIRM as concerns Other Services as identified in Paragraph 3 B.
Page 3 of 6
5. Release of All Claims against the CITY.
In exchange for four monthly payments of$19,800 commencing upon the termination of
LAW FIRM as detailed in paragraph 4 of this Agreement, LAW FIRM for itself, and its owners,
shareholders, partners, manager, subsidiaries, successors, parents, predecessors, administrators,
affiliates, successors in interest, assigns, insurers, officers, directors, employees, agents,
attorneys, representatives, and all other persons, firms, or corporations with whom any of the
former have been, are now or may hereafter be affiliated, hereby releases and forever discharges
the CITY its agents, servants, employees, (current and former), attorneys, successors, assigns,
affiliates, partners, subsidiaries, partners, administrators, (the "Released Party") from any and all
causes of action, claims, demands, costs and expenses, or damages, whether known or unknown,
which he now has, or which have been or could have been asserted or could be asserted by LAW
FIRM or on LAW FIRM's behalf arising out of any act, occurrence or transaction, including but
not limited to, any contractual agreement or the termination of LAW FIRM's retention as City
Attorney or the separation thereof with CITY. It is also understood and agreed that the released
claims include not only claims presently known to LAW FIRM but also include all unknown or
unanticipated claims,rights, demands, actions, obligations, liabilities, and causes of action of any
and every kind, nature, and character whatsoever. Nothing by way of this Agreement shall be
interpreted as a release for invoices of LAW FIRM pending or outstanding for Other Services.
6. Other Services Billing and Right to Audit.
While LAW FIRM may bill CITY for Other Services as identified in Paragraph 3 B, any
such bills for services shall be presented to CITY by the fifteenth (15) day of the following
month. CITY reserves the right to audit any invoices received for Other Services. CITY will
notify LAW FIRM of any such audit within seven (7) days of receipt of any invoices, although
the actual audit may take longer. LAW FIRM shall not bill CITY for extraneous charges
including but not limited to WESTLAW/LEXIS charges, copies, meals and travel. LAW FIRM
agrees to refrain from unnecessary litigation during the term of this Agreement. The CITY may
designate another attorney or law firm to review matters pending, and provide recommendations
to CITY and LAW FIRM.
7. Non-Disparagement.
LAW FIRM agrees that after the date of the execution of this Agreement, it will not, to
the public or to any individual person or entity, make demeaning, disparaging, and/or derogatory
remarks to third parties regarding the CITY, any of its officers or employees, or any of their
actions or writings, specifically including but not limited to any of their policies, practices,
procedures or advertisements, which are, have been or may be taken or produced by these
entities.
8. Arm's Length Negotiation.
The parties agree that this Agreement is the product of an arm's length negotiation and
was drafted equally with the input of each party and shall not be construed against any party as
the drafter.
Page 4 of 6
9. No Modifications to Agreement.
This Agreement may not be modified, altered or changed except upon express written
consent of all parties. This Agreement represents the complete understanding between the
parties. This Agreement supersedes any other Agreement between the Parties for legal services.
No other promises or agreement shall be binding or shall modify this Agreement unless signed
by both parties hereto. This Agreement is made in the State of Florida and shall be interpreted
under the laws of the State of Florida. Its language shall be construed as a whole, according to
its fair meaning and not strictly for or against either party.
10. Counterparts and Facsimile Signatures.
This Agreement may be executed in counterparts with each copy being deemed an
original. A facsimile signature on this Agreement will be deemed to be equivalent to an original
signature.
11. Paragraph Headings.
Captions and paragraph headings in this Agreement are for convenience and reference
only and do not define, describe, extend or limit the scope or intent of this Agreement or any
provision herein.
12. Authority to Execute Agreement.
The Parties hereto warrant and agree that the persons executing this Agreement on behalf
of each party are fully and duly authorized to carry out this function. Further, the Parties agree
and warrant that neither will challenge the effectiveness of this Agreement based upon any lack
of authority by the above individuals to execute the Agreement for the respective Parties.
13. Non-Assignment.
LAW FIRM warrants and represents that it has the sole and exclusive rights to receive
the sums specified herein, and that LAW FIRM has not sold, assigned, transferred, conveyed or
otherwise disposed of any of the claims, demands, obligations, or causes of action referred to in
this Agreement.
14. Severability.
In the event that any provision of this Agreement is found to be void or unenforceable by
a court of competent jurisdiction, the remaining provisions, in whole or in part, shall continue to
be enforceable to the greatest extent allowed by law and to the same extent as if the void or
unenforceable provision were omitted from the Agreement.
Page 5of6
15. Governing Law and Venue.
This Agreement and all other documents executed in connection with this Agreement are
governed by and shall be interpreted under Florida law. The sole and exclusive venue for any
litigation that arises out of or is related to this Agreement or any documents executed in
connection with this Agreement shall be in the 11th Judicial Circuit in and For Miami Dade
County.
16. Notice,Cure and Right to Attorneys' Fees.
In the unlikely event that it is necessary to institute legal proceedings to enforce any
provision of this Agreement, the prevailing party will be entitled to recover its reasonable
attorneys' fees, and other costs upon the initiation of any such action. However, no such action
may be brought against the CITY without first providing written notice of any alleged breach to
the CITY and providing the CITY seven(7) days to cure any such alleged breach.
IN WITNESS WHEREOF, the Parties have hereunto executed this Agreement.
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:
Page 6 of 6