08 Staff Report-Amendment for Atchison Barisone & Condotti with attachments
Reviewed by: Town Manager, Assistant Town Manager, Town Attorney, and Finance Director
110 E. Main Street Los Gatos, CA 95030 ● (408) 354-6832
www.losgatosca.gov
TOWN OF LOS GATOS
COUNCIL AGENDA REPORT
MEETING DATE: 03/19/2024
DATE: March 11, 2024
TO: Mayor and Town Council
FROM: Gabrielle Whelan, Town Attorney
SUBJECT: Authorize the Town Manager to Execute a Contract Amendment to Contract
for Legal Services with the Law Firm of Atchison, Barisone & Condotti to
Increase Contract Amount in an Amount Not to Exceed $150,000
RECOMMENDATION:
Authorize the Town Manager to execute a contract amendment to contract for legal services
with the law firm of Atchison, Barisone & Condotti to increase contract amount in an amount
not to exceed $150,000.
BACKGROUND:
In December 2022, the Town Attorney's Office entered into an agreement with the law firm of
Atchison Barisone and Condotti to provide on call legal services for a total contract not to
exceed amount of $10,000. The Town Attorney’s Office is seeking Town Council approval of an
amendment to the existing contract in the amount not to exceed $150,000.
DISCUSSION:
The proposed contract amendment will fund additional legal services, which will include work
on updates to the Town’s street vendor ordinance and telecommunications ordinance, as well
as assistance with contract review and Public Records Act Requests.
CONCLUSION:
The Town Attorney’s Office recommends approval of the contract amendment because the
additional Legal support will support staff work on a variety of time-sensitive projects.
PAGE 2 OF 2 SUBJECT: 1st Amendment to the Atchison Barisone and Condotti Agreement DATE: March 11, 2024 FISCAL IMPACT:
Funds have been budgeted for these services.
ENVIRONMENTAL ASSESSMENT:
This is not a project defined under CEQA, and no further action is required.
Attachments:
1. Amendment to Agreement
2. Agreement
First Amendment to Consultant Services Agreement with Atchison, Barisone & Condotti, APC
First Amendment to Atchison Barisone & Condotti On-Call Municipal Law Services Agreement Page 1
FIRST AMENDMENT TO CONSULTANT SERVICES AGREEMENT
BETWEEN TOWN OF LOS GATOS AND ATCHISON, BARISONE & CONDOTTI,APC
THIS FIRST AMENDMENT (“First Amendment”), effective as of March 1, 2024, (“effective date”) to the AGREEMENT FOR CONSULTANT SERVICES dated December 7, 2022, is made by and between the TOWN OF LOS GATOS (“Town”) and ATCHISON, BARISONE, & CONDOTTI, APC
(“Consultant”). Town and Consultant may be referred to individually as a “Party” and collectively, as
the “Parties.” RECITALS
WHEREAS, Town and Consultant have previously entered into that certain Consultant Services
Agreement (“Agreement”) dated December 7, 2022, incorporated herein by this reference; and [WHEREAS, Town and Consultant agree to enter into this First Amendment to the Agreement, as specified herein.
AGREEMENT NOW, THEREFORE, it is agreed between the Parties to incorporate the above Recitals hereto, and that the Agreement is hereby amended as follows:
1. Section 2.6 “Compensation” of the Agreement is hereby amended to add at the end of the
this section, the following:
“Payment for legal services shall not exceed $150,000 in total.”
2. Section 2.11 of the Agreement is hereby deleted and replaced by the following:
“2.11 Conflict of Interest. Consultant has no business holdings or agreements with any individual
member of the staff or management of the Town or its representatives nor shall it enter into any such holdings or agreements which may create conflicts of interest between Consultant and the Town. Should any such conflict develop, despite efforts to avoid conflicts between Town and any of Consultant’s other clients, then Consultant and its attorneys will immediately notify the Town
and appropriate measures will be agreed upon, consistent with Consultant’s attorneys’ professional
ethical obligations. The Town acknowledges that in the event of a conflict of interest, the Town will agree to allow Consultant to withdraw from representing the Town in the matter which poses a conflict of interest, such that Consultant may continue its legal representation of Consultant’s other clients, in accordance with applicable code of ethics rules.”
Except as amended by this First Amendment, all other applicable terms and conditions of the original Agreement and annual fee adjustments shall remain in full force and effect. The terms of this First Amendment shall control if any conflict exists. ATTACHMENT 1
First Amendment to Consultant Services Agreement with Atchison, Barisone & Condotti, APC
First Amendment to Atchison Barisone & Condotti On-Call Municipal Law Services Agreement Page 2
Each party acknowledges that it has reviewed this First Amendment and that the normal rule of
construction to the effect that any ambiguities are to be resolved against the drafting party shall not be
employed in the interpretation of this First Amendment. The unenforceability, invalidity or illegality of any provision(s) of this First Amendment shall not render the other provisions unenforceable, invalid or illegal.
The Parties may execute this First Amendment in two or more counterparts, which shall, in the aggregate, be deemed an original but all of which, together, shall constitute one and the same instrument. A scanned, electronic, facsimile or other copy of a party’s signature shall be accepted and valid as an original.
The signatories to this First Amendment warrant and represent that each is authorized to execute this First Amendment and that their respective signatures serve to legally obligate their respective representatives, agents, successors and assigns to comply with the provisions of this First Amendment.
IN WITNESS WHEREOF, the Town and the Consultant have executed this First Amendment effective as of the date first written above.
Approved As To Form: By: _____________________________ Date: _______________________
Gabrielle Whelan, Town Attorney
CONSULTANT – ATCHISON, BARISONE & CONDOTTI, APC
By: _____________________________ Date: _________________________ Anthony P. Condotti, President By: _____________________________ Date: _________________________ Barbara H. Choi, Treasurer
TOWN OF LOS GATOS By: _____________________________ Date: _________________________ Laurel Prevetti, Town Manager
ATTACHMENT 2