HomeMy WebLinkAboutR-19-0289City of Miami
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Resolution: R-19-0289
File Number: 6206
City Hall
3500 Pan American Drive
Miami, FL 33133
www.miamigov.com
Final Action Date: 7/11/2019
A RESOLUTION OF THE MIAMI CITY COMMISSION WAIVING THE INDIRECT
CONFLICT OF INTEREST ARISING FROM FOWLER WHITE BURNETT,
P.A.'S, WITH ITS PARTNER FIRM O'MELVENY & MYERS LLP'S,
REPRESENTATION OF ITS CLIENT, JOHNSON AND JOHNSON SERVICES,
INC. ("J&J"), THAT EXISTS AS OF THE DATE OF ADOPTION OF THIS
RESOLUTION; ACKNOWLEDGING THAT NO FUTURE CONFLICTS OF
INTEREST RELATED TO THE DIRECT LITIGATION INVOLVING J&J SHALL
BE WAIVED, SHOULD THEY ARISE, FROM THE FIRM'S REPRESENTATION
OF CLIENTS IN ANY MATTERS DURING THE PERIOD OF TIME THE FIRM IS
RETAINED TO ASSIST THE CITY WITH THE PROPOSED DEVELOPMENT AT
THE CITY -OWNED PROPERTY KNOWN AS THE MELREESE GOLF
COURSE.
WHEREAS, at the November 6, 2018 Special Election, City of Miami ("City") voters
approved a referendum, by over sixty percent (60%), approving an amendment to Section
29-B of the Charter of the City of Miami, Florida, as amended, authorizing the City
Commission to negotiate and execute a ninety nine (99) year lease with Miami Freedom
Park LLC ("MFP") for approximately seventy three (73) acres of City -owned land; waiving
competitive bidding; converting the City -owned property known as Melreese Country Club
(1400 Northwest 37 Avenue), at no cost to the City, to a soccer stadium with a minimum of
1,000,000 square feet of office, retail, and commercial uses; a minimum of 750 hotel rooms;
providing for a living wage for on-site employees; and for a minimum rent of $3,577,365.00
and a twenty million dollar ($20,000,000) contribution to the City for a fifty-eight (58) acre
public park or other green space ("Project"); and
WHEREAS, the City Commission, at its meeting on March 14, 2019, pursuant to
Resolution No. 19-0117, expressed an interest in being advised of and selecting all outside
consultants, law firms, real estate appraisers or brokerage firms, surveyors, mappers, or
any other vendor, contractor, or provider for this Project; and
WHEREAS, pursuant to the City Commission directive on March 28, 2019, the City
Attorney was directed to issue a Request for Letters of Interests ("RFLI") for legal
consultants to work in consultation with the City Attorney and to provide subject matter
expertise on negotiations between the City and MFP; and
WHEREAS, pursuant to Resolution No. 19-0214, adopted on May 23, 2019, the City
Commission authorized the City Attorney to engage the legal counsel of her choosing to
assist the City in negotiations and legal preparation of documents associated with the
Project; and
WHEREAS, the City Attorney chose Shutts and Bowen, along with Fowler White
Burnett P.A. ("Fowler") and its partner O'Melveny & Myers LLP ("O'Melveny") (collectively
the "Firm") have expertise and extensive experience in transactions of this particular
City of Miami Page 1 of 3 File ID: 6206 (Revision:) Printed On: 8/13/2019
File ID: 6206 Enactment Number: R-19-0289
nature; and
WHEREAS, the Firms are well-established law firms with a number of clients,
including clients with adverse interests to the City and other clients who seek
permission/permits from the City;
WHEREAS, O'Melveny represents Johnson and Johnson Services, Inc. ("J&J") in
numerous legal matters; and
WHEREAS, the City is involved in the multidistrict litigation outside of Florida, known
as The City of Miami v. Purdue Pharma L.P., et al., Case No. 1:18 -op -45664 (N.D. Ohio)
("Opioid Case"); and
WHEREAS, J&J is involved in the Opioid Case in a position adversarial to the City;
and
WHEREAS, it is possible that during the course of its engagement with the City for
the Project, O'Melveny may be retained as counsel adversarial to the City in the Opioid
Case; and
WHEREAS, both the City and the Firm acknowledge the existing indirect conflict of
O'Melveny & Myers' general representation of J&J, but agree that such representation at
this time has no relation nor proximate implications to the Firm's representation of the City
in the Project; and
WHEREAS, both the City and the Firm acknowledge the direct potential conflict that
may arise should O'Melveny be retained by J&J in the Opioid Case; and
WHEREAS, should such conflict arise, the City and the Firm acknowledge that if the
direct conflict occurs, it shall not be waived, and that such conflict shall cause the cessation
of O'Melveny's representation of the City at this time, leaving only Fowler to represent the
City in the Project, along with Shutts and Bowen, subject to the terms of its engagement
agreement with the City; and
WHEREAS, pursuant to Section 2-33(e) of the Code of the City of Miami, Florida, as
amended, the City Commission unanimously deems this Resolution to be of an emergency
nature; and
WHEREAS, the Office of the City Attorney requests authorization to retain the Firm
as Special Real Estate Counsel for this express purpose;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF
MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Resolution are
adopted by reference and incorporated as if fully set forth in this Section.
Section 2. The City Commission hereby waives the indirect conflict of interest arising
from the Firm's representation of its client J&J that exists as of the date of adoption of this
Resolution.
Section 3. The City Commission hereby states that any future conflict related to
direct litigation representation of J&J shall not be waived.
City of Miami Page 2 of 3 File ID: 6206 (Revision:) Printed on: 8/13/2019
File ID: 6206
Enactment Number: R-19-0289
Section 4. This Resolution shall become effective immediately upon its adoption and
signature of the Mayor.'
APPROVED AS TO FORM AND CORRECTNESS:
1
i ria i "ndez, City Attor iey 8113/2019
' If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days
from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective
immediately upon override of the veto by the City Commission.
City of Miami Page 3 of 3 File ID: 6206 (Revision:) Printed on: 811312019