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1996-158-Appointing Natalie West As Interim Town Attorney And Authorizing The Town Manager To Execute An Agreement With Natalie West For Services As Interim Town AttorneyRESOLUTION 1996 -158 RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS APPOINTING NATALIE WEST AS INTERIM TOWN ATTORNEY AND AUTHORIZING THE TOWN MANAGER TO EXECUTE AN AGREEMENT WITH NATALIE WEST FOR SERVICES AS INTERIM TOWN ATTORNEY A. Town Attorney, Larry Anderson, will be leaving the position on January 5, 1997, and until such time as the Town Council appoints a new Town Attorney, it is necessary to appoint an Interim Town Attorney to oversee the legal affairs of the Town. B. Natalie West has been a city attorney in a number of different San Francisco Bay Area cities, and has previously served as Interim Town Attorney in Los Gatos. RESOLVED: 1. Natalie West is appointed as Interim Town Attorney pursuant to the Agreement contained in Exhibit A hereto, to assume the duties specified for the Town Attorney in the Town Code on January 6, 1997, until such time as a successor Town Attorney assumes the office. 2. The Town Manager is authorized and directed to execute the Agreement contained in Exhibit A hereto on behalf of the Town. PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 16th day of December, 1996 by the following vote. COUNCIL MEMBERS: AYES: Randy Attaway, Steven Blanton, Jan Hutchins, Vice Mayor Linda Lubeck NAYS: None ABSENT: Joanne Benjamin ABSTAIN: None SIGNED: VICE MAYOR OF THE TOWN OF LOS GATOS LOS GATOS, CALIFORNIA ATTEST: ZAr Y' CLERK OF THE TOWN OF LOS 6ATOS LOS GATOS, CALIFORNIA 10J'N' CL /yP_'RK AGREEMENT FOR ACTING TOWN ATTORNEY SERVICES THIS AGREEMENT is entered into this _ day of December, 199f 6', by and between the Town of Los Gatos, State of California, herein called "Town ", and NATALIE E. WEST of McDONOUGH, HOLLAND & ALLEN, engaged in providing acting Town Attorney services herein called "Acting Town Attorney ". RECITALS A. The Town is in the process of recruiting a new Town Attorney. B. The Town desires to engage an attorney to provide legal services as Acting Town Attorney while the Town recruits an attorney to fill the position on a permanent basis. AGREEMENTS NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: 1. Scope of Services. The Acting Town Attorney shall provide the following services listed below: A. Attend all Town Council meetings. B. Attend Planning Commission meetings as required. C. Hold office hours in Los Gatos from 9 a.m. to 5 p.m. on each Monday that the Town Council meets and from 9 a.m. to 2:30 p.m. on those Mondays when there is no Town Council meeting. D. Be available for telephone consultation at other times and attend meetings upon request from the Town Manager. E. Assist with recruitment of a Town Attorney. 2. Time of Performance. The services of the Acting Town Attorney are to commence upon the execution of this Agreement and to continue for approximately three months until a new Town Attorney takes office. 3. Compliance with Laws. The Acting Town Attorney shall comply with all applicable laws, codes, ordinances, and regulations of governing federal, state and local laws. Acting Town Attorney represents and warrants to Town that it has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for an Acting Town Attorney to practice her pro- fession. Acting Town Attorney represents and warrants to Town that Acting Town Attorney shall, at her sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for the Acting Town Attorney to practice Los Gatos /Empl /Agent /1 December 11, 1996 her profession. Acting Town Attorney shall maintain a Town of Los Gatos business license pursuant to Chapter 15 of the Code of Town of Los Gatos. 4. Confidential Information. All data, documents, discussion or other information developed or received by or for the Acting Town Attorney in performance of this Agreement are confidential and will not be disclosed to any person except as authorized by the Town Manager, or their designee or as required by law. 5. Town Property. All materials and compilations of information produced by the Acting Town Attorney specifically to perform this Agreement are and remain property of the Town regardless of whether such materials and compilations are required to be, or are, actually delivered to the Town. 6. Compensation. The compensation to be paid to the Acting Town Attorney shall be as follows: Office hours in Los Gatos; and Attendance at Council meetings (and, if necessary, Planning Commission meetings): $125 /hour* Hourly billing rates for work performed off site: $155 /hour Compensation shall be paid at a maximum of $7,000 per month. If there is need for additional services beyond the $7,000, the Acting Town Attorney will notify the Town Council and receive approval prior to the services being rendered. (* Travel time shall be billed at one hour each way.) 7. Independent Contractor. It is understood that the Acting Town Attorney, in performance of the work and services agreed to be performed, shall act as and be an independent contractor and not an agent or employee of the Town. As an independent contractor he /she shall not obtain any rights to retirement benefits or other benefits which accrue to Town employee(s). With prior written consent, the Acting Town Attorney may perform some obligations under this Agreement by subcontracting, but may not delegate ultimate responsibility for performance or assign transfer interests under this Agreement. 8. Conflict of Interest. The Acting Town Attorney has no holdings or interests within the Town of Los Gatos. The Acting Town Attorney has no business holdings or Agreements with any member of the staff or management of the Town or its representatives. 9. Insurance. A. Minimum Scope of Insurance: i. Acting Town Attorney agrees to have and maintain for the duration of the contract, a General Liability insurance policy Los Gatos /Empl /Agent /l -2- December 11, 1996 insuring him /her and his /her firm to an amount not less than: Five hundred thousand dollars ($500,000) combined single limit per occurrence for bodily injury, personal injury and property damage. ii. Acting Town Attorney shall provide to the Town all certificates of insurance, with original endorsements effecting coverage. Acting Town Attorney agrees that all certificates and endorse- ments are to be received and approved by the Town before work commences. iii. Acting Town Attorney shall provide to the Town all certificates of insurance, with original endorsement effecting coverage. Certificates of such insurance shall be filed with the Town on or before commencement of performance of this agreement and a copy of insurance policy shall be attached as Exhibit "A ". B. Errors and Omissions: Coverage for attorneys and paralegals with a minimum limit of $500,000 per occurrence combined single limit with no more than $1,000 deductible per occurrence. This requirement is applicable where scope of services provides for attorneys and paralegals. C. All Coverages: Each insurance policy required in this item shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the Town. Current certification of such insurance shall be kept on file at all times during the term of this agreement with the Town Clerk. 10. Indemnification. The Acting Town Attorney shall save, keep and hold harmless indemnify and defend the Town its officers, agent, employees and volunteers from all damages, costs or expenses in law or equity that may at any time arise or be set up because of damages to property or personal injury received by reason of, or in the course of performing work which may be occasioned by a willful act or omission or gross negligence of the Acting Town Attorney, or any of the Acting Town Attorney's employees, or any subconsultant. 11. Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder. 12. Governing Law. This Agreement, regardless of where executed, shall be governed by and construed to the laws of the State of California. 13. Termination of Agreement. The Town and the Acting Town Attorney shall have the right to terminate this agreement with or without cause by giving Los Gatos /Empl /Agent /1 -3- December 11, 1996 not less than fifteen (15) days written notice of termination. In the event of termination the Acting Town Attorney shall deliver to the Town all files, documents, and reports, performed to date by Acting Town Attorney. In the event of such termination, the Acting Town Attorney shall be paid for all satisfactory work, unless such termination is made for cause, in which event, compensation, if any, shall be adjusted in light of the particular facts and circumstances involved in such termination. 14. Entire Agreement. This Agreement constitutes the complete and exclusive statement of the Agreement between the Town and Acting Town Attorney. No terms, conditions, understandings or agreements purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the party to be bound, shall be binding on either party. 15. Disputes. In any dispute over any aspect of this agreement the prevailing party shall be entitled to reasonable attorney's fees, as well as all reasonable costs (not limited to those allowed by statute). 16. Execution. This Agreement may be executed in several counterparts each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy, hereof shall have been signed by both parties hereto. In proving this agreement, it shall not be necessary to produce or account for more than one such counterpart. IN WITNESS WHEREOF, the Town and Acting Town Attorney have executed this Agreement as of the date indicated on page one (1). TOWN OF LOS GATOS McDONOUGH, HOLLAND & ALLEN A P of ssional Corporation } , ,% �. By: By: �� ( i David W. Knapp, Town Manager atalie E. West Acting Town Attorney ATTEST: Clerk of the Town of Los Gatos, Los Gatos, California Marian V. Cosgrove, Town Clerk Los Gatos /Empl /Agent /1 -4- December 11, 1996