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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