Resolution 1991-48
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RESOLUTION NO. 91 - 48
RESOLUTION OF TIlE CITY COUNCIL OF THE CITY OF GILROY APPOINTING THE CITY ATTORNEY
AND APPROVING THE CONTRACT FOR LEGAL SERVICES
WHEREAS, the City Council, pursuant to Section 802 of the City Chater, does
appoint the City Attorney to provide those legal services described in Section 804
of the Charter; and
WHEREAS, the City of Gilroy and Berliner, Cohen & Biagini, attorneys, a
partnership including professional corporations ("BCB"), desire to enter into an
agreement for legal services to be provided by BCB to the City as described in the
attached agreement; and
WHEREAS, Linda A. Callon is a partner in BCB, and pursuant to Section 804
of the City Charter she is eligible for appointment as City Attorney, having been
admitted to practice as an attorney at law before the Supreme Court of the State of
California, and having been engaged in the practice of law since December 1981,
including the two years immediately prior to this appoiontment; and
WHEREAS, pursuant to Section 805 of the City Charter, the compensation of
all City officers, including the City Attorney, shall be by salary to be fixed by
resolution, and the City Council desires to amend the salary schedule for City
Attorney established by Resolution No. 91-1 on January 7, 1991.
NOW, THEREFORE, BE IT RESOLVED as follows:
1. The City Council hereby appoints Linda A. Callon "City
Attorney/Redevelopment Counsel".
2. The City Council approves that certain Agreement for Legal Services
entered into between the City of Gilroy and BCB ("Agreement") attached hereto and
incorporated herein by this reference.
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RESOLUTION NO. 91 - 48
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3. The compensation provided in the Agreement shall be deemed to be the
salary of the City Attorney described in Section 805 of the City Charter.
PASSED AND ADOPTED this 5th day of August, 1991, by the following vote:
AYES: COUNCILMEMBERS: GAGE, HALE, KLOECKER, MUSSALLEM, NELSON, VALDEZ
and HUGHAN.
NOES: COUNCILMEMBERS: None
ABENT: COUNCILMEMBERS: None
ATTEST:
-A__ ~Z
~ Clerk
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RESOLUTION 91 - 48
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I, SUSANNE E. STEINMETZ, City Clerk of the City of Gilroy, do
hereby certify that the attached Resolution No. 91-48
is an original
resolution, duly adopted by the Council of the City of Gilroy at a regular
meeting of said Council held on the 5th
day of __~ug~~__, 19 y~_,
at which meeting a quorum was present.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
Official Seal of the City of Gilroy this 6th
19 91.
d~~fc~
(Seal)
day of ____~ug~~___
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AGREEMENT FOR LEGAL SERVICES
reement is made and entered into this ~ day of
, 1991, between the City of Gilroy, a Charter City
of the tate of California ("CITY"), and Berliner, Cohen & Biagini,
Attorneys, a partnership including professional corporations
("BCB") .
In consideration of the mutual covenants set forth herein, the
parties agree as follows:
1. Appointment as City Attorney. CITY hereby engages BCB
to perform the services of its city Attorney, commencing as of the
date first stated herein. CITY and BCB agree that Linda A. Callon,
a Partner in BCB, is hereby named ci ty Attorney/Redevelopment
Counsel for CITY. Deputy City Attorneys shall be designated by BCB
with the concurrence of the City Council. BCB agrees to expend its
best efforts to carry out the professional services described
herein, and faithfully to represent the legal interests of CITY
during the term of this Agreement.
2. ci ty Attorney I s Services. BCB shall provide, in a
professional manner, all legal services usually and customarily
provided by a city attorney/redevelopment counsel, consisting of
the following:
(a) Attend all regular and special ci ty Coun-
cil/Redevelopment Agency meetings and Planning Commission meetings
each month, except when legal representation is not deemed
necessary, to render advice and opinions on all legal matters which
may arise during such meetings.
(b) Establish and maintain office hours at City Hall or
a functional equivalent thereof, of twenty (20) hours per month,
on dates and times to be mutually agreed upon between BCB and CITY.
(c) Research, prepare, and review ordinances, resolu-
tions, leases, contracts, notices, legal opinions, memoranda,
findings, decisions and other documents and papers pertaining to
City business and to the legislative or quasi-judicial actions of
the City Council, Planning Commission, other boards, or officers.
Negotiate or advise in negotiations pertaining to routine CITY
contracts and leases. Approve the form of all bonds given to CITY.
(d) Examine for legal sufficiency all documents in the
category described by subparagraph c above, drafted by or on behalf
of City officers or employees.
(e) Furnish legal advice on matters of City business to
City Councilmembers, the City Administrator, Planning Commis-
sioners, department heads and other designated personnel.
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(f) Monitor and advise the City Council and staff of
legislation affecting CITY, and prepare and promote such legisla-
tion as directed by CITY.
(g) Represent CITY before other public entities on legal
matters.
(h) Advise CITY as to when special counsel should be
retained for a particular matter, and monitor the activities of any
such special counsel retained by CITY.
(i) Perform such other legal services for CITY con-
sistent with the City Charter as may be requested by the city
Councilor City Administrator.
(j) Render litigation services as follows:
(i) Represent CITY in the administration and
defense of all claims and legal actions filed against it.
(ii) Represent CITY claims or actions on behalf of
CITY as deemed appropriate by City Council.
(iii) Represent CITY in all legal proceedings, civil
or crimi~al, required to enforce CITY's ordinances.
(iv) Prosecute misdemeanors pursuant to Government
Code section 41803.5.
3. Compensation.
services as follows:
CITY shall compensate BCB for the above
(a) (i) For the retainer services described above in
paragraph 2(a) through 2(i) for the first forty (40) hours per
month, CITY agrees to pay BCB Five Thousand Dollars ($5,000.00) per
month on or before the last day of the month in which such services
are rendered, subject to the late charges described in subparagraph
(f) below. Should fewer than forty (40) hours per month of
retainer services be performed by BCB in a given month, a credit
for those fewer hours will be given to CITY at the rate of $125.00
per hour.
(ii) The hourly fee for hours beyond forty (40)
hours per month for such services is $135.00, due and payable upon
the terms set forth in subparagraph (f) below.
(b) For litigation services described above in paragraph
2(j) that are routine in nature, $135.00 per hour, due and payable
upon the terms set forth in subparagraph (f) below.
(c) For complex litigation and other extraordinary
services, City shall pay BCB at rates to be agreed upon between the
parties.
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(d) CITY shall also reimburse BCB for reasonable costs
incurred in connection with BCB's services to CITY, including but
not limited to:
(i) customary costs of litigation, provided that
the hiring of any experts shall be approved by the City Councilor
City Administrator.
(ii) All long-distance telephone calls relating to
the professional services specified herein made from BCB's offices
in San Jose.
(iii) Costs of photocopying, computer research on-
line fees, and messenger services relating to the professional
services specified herein.
(i v) Meals when the expense is necessarily incurred
in connection with City business.
(v) Travel, meals and lodging expenses incurred
on business outside the County of Santa Clara for CITY, subject to
approval by the City Administrator.
(vi) Mileage at $.225 per mile. BCB shall not,
however, charge CITY for travel time and mileage to and from its
offices ~o CITY for regular and special meetings with City Council
and Planning Commission described in paragraph 2(a) above, or for
office hours at City Hall established pursuant to paragraph 2(b)
above.
(e) CITY shall provide a furnished office or space at
City Hall suitable for the conduct of legal business during the
office hours of City Attorney described in paragraph 2(b) above,
and usual office support services, such as general clerical
assistance, telephone, FAX, office supplies, and copying facili-
ties.
(f) Except for the retainer services referred to in
subparagraph (a) (i) above, BCB shall bill CITY on a monthly basis,
said bills due and payable upon receipt. CITY agrees to pay BCB
within thirty (30) days of receipt of such bill or statement. A
late charge of 1% will be imposed on fees and costs which are
outstanding more than two months after the date set forth on the
first billing statement for those fees and costs. A late charge
of 1% will continue to be imposed each month thereafter on said
unpaid balance on each billing statement until it is paid in full.
(g) The parties acknowledge and agree that compensation
shall not include any health, dental or retirement benefits, nor
shall CITY be liable for Workers' Compensation or unemployment
benefits for BCB, its agents or employees. In addition, BCB shall
bear all expenses incurred for attendance at courses and seminars
relating to municipal law, and the expense of acquiring and
maintaining books, texts, periodicals and other materials relating
to municipal law. BCB shall also bear all expenses incurred for
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attendance of its personnel at meetings and conferences of city
attorneys, except that CITY shall pay the reasonable expenses for
the attendance of the City Attorney once annually at the League of
California cities' city Attorneys Conference or its equivalent, and
to such other meetings as may be deemed beneficial to CITY with the
approval of the City Council.
4. Term. This Agreement shall remain in full force and
effect until terminated by either CITY or BCB as set forth herein.
5. Termination. Either party may terminate this Agreement,
without cause, by giving the other party thirty (30) days written
notice. In the event of termination, the parties shall cooperate
to achieve an orderly transition and assumption of duties by any
succeeding city attorney. All files, documents, and other City
property shall be returned in good order to CITY.
6. Review and Amendment. The terms and conditions of this
Agreement and BCB's performance of services thereunder shall be
subject to annual review. The parties may agree to changes or
amendments to the terms and conditions of this Agreement, which
changes or amendments shall be evidenced by a written agreement.
Nothing in this paragraph shall be deemed to prevent or inhibit
more frequent review of performance, compensation or otherwise
inhibit the free and candid exchange of views between the parties.
7. Assiqnment. The professional services to be provided
under this Agreement are personal in nature and this Agreement
cannot be assigned. BCB may only replace Linda A. Callon as City
Attorney jRedevelopment Counsel with the express consent of the City
Council.
8. Insurance, Defense, Indemnification. BCB agrees to
maintain lawyer's professional liability insurance in full force
and effect during the term of this Agreement. Such insurance shall
have a limit of not less than One Million Dollars ($1,000,000) per
claim.
CITY recognizes that the City Attorney and Deputy City
Attorneys are officers of CITY pursuant to section 801 of the City
Charter. CITY agrees to defend, indemnify and hold harmless said
officers and BCB in any action, lawsuit or proceeding brought by
third parties against them in their official or individual
capacities, or both, arising out of or in connection with their
duties under this Agreement . Notwithstanding the foregoing, in the
event that said officers or BCB are finally adjudged by a court of
competent jurisdiction to have engaged in willful misconduct or
performed the duties under this Agreement negligently, CITY shall
have no duty to indemnify said officers or BCB.
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9. Notices. Written notices to BCB required under this
Agreement shall be delivered personally or by first-class mail,
postage prepaid, to:
Linda A. Callon, Esq.
Berliner, Cohen & Biagini
Ten Almaden Blvd., Eleventh Floor
San Jose, CA 95113-2233
written notices to CITY required by this Agreement shall be
delivered personally or by first-class mail, postage prepaid, to:
City Administrator
City of Gilroy
7351 Rosanna Street
Gilroy, California 95025
IN WITNESS WHEREOF, the parties have executed this Agreement
on the day and year set forth below.
CITY OF GILROY
A Charter city
stP 1 3 1991
By: /h ~~
Roberta Hughan, Mayo
Dated:
BERLINER, COHEN & BIAGINI
Dated: ~k.c. /q/'I'I/
By:M~ tl(!~~
Linda A. Callon, Esq.
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