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CC Resolution No. 9246 RESOLUTION NO. 9246 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO AUTHORIZING EXECUTION OF LEGAL SERVICES AGREEMENT BETWEEN THE CITY OF CUPERTINO AND CHERYL R. KERSHNER WHEREAS, there has been presented to the City Council a proposed Legal Services Agreement between the City of Cupertino and Cheryl R. Kershner providing for Assistant City Attorney services; and WHEREAS, the tenns, conditions and provisions of the agreement have been reviewed and approved by the City Attorney and the City Manager. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Cupertino hereby approves the aforementioned agreement and authorizes the City Manager and the City Clerk to execute said agreement on behalf of the City of Cupertino. PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this ~ day of December, 1994 by the following vote: ~ Members QÍ1h!: ~ Council AYES: NOES: ABSENT: ABSTAIN: Bautista, Burnett, Koppel, Sorensen, Dean None None None ATTEST: APPROVED: /s/ Kim Marie Smith City Clerk /s/ Wally Dean Mayor, City of Cupertino resolutilres9246 LEGAL SERVICES AGREEMENT BETWEER THE CITY OF CUPERTIRO ARD CHERYL R. KERSRRER THIS AGREEMENT is made between the CITY OF CUPERTINO ("City"), a municipal corporation, and CHERYL R. KERSHNER ("Kershner"), an individual. The parties agree that Kershner shall be retained by the City to perform legal services on the following terms and conditions. 1. Designation of Assistant City Attorney. Kershner presently is designated the Assistant City Attorney for the City. Kershner is licensed to practice law before all the Courts of the State of California and is fully qualified to provide the services contemplated by this Agreement. 2. Term. The term of this Agreement shall commence on January 1, 1995 and shall be at will. City or Kershner may terminate this Agreement with or without cause upon 14 days prior written notice; provided, however, that if Kershner is performing the duties of acting city attorney, said notice shall be made 30 days prior to the effective date of said termination. 3. Nature of Employment. Kershner shall be employed as an independent contractor. Kershner shall be available to perform duties for the City pursuant to this Agreement as called upon by the City Councilor the City's designated representative. It is understood, however, that other than the proscriptions regarding conflicts of interest imposed on Kershner by the Business and Professions Code and by the California Rules of Professional Conduct, Kershner is free to engage in any other employment of her choosing. 4. Duties. Kershner shall provide the following legal services: a. Assist the City Attorney in the performance of his duties and act in his absence; b. Commence and prosecute all criminal actions necessary and appropriate to enforce municipal ordinances, including enforcement through civil and administrative proceedings; c. Provide the necessary legal services required in connection with the City's cable franchise and related agreements, permits, easements and legislation; Mac/CRK/L/S/A Page 1 d. Attend meetings of the City Council, Planning Commission, and other meetings when requested to do so by the City Attorney, City Manager or City Council; e. Research, prepare or review ordinances, resolutions, agreements, leases, public works contracts, written opinions and other documents when requested to do so by the City Attorney, City Manager or City Council; and f. Any other legal service as may be requested by the City Attorney, City Manager or City Council. 5. Compensa~ion. City agrees to pay Kershner at the rate of $60.00 per hour. Compensation shall be paid directly to Kershner and shall not be subject to withholding taxes, unemployment insurance, retirement benefits or other such costs normally associated with salaried employees. 6. Benefi~s. City agrees to provide Kershner with the following benefits: a. She will be named as an additional insured on the City's errors and omissions insurance policy. b. Kershner's State of California Bar Dues will be paid. Kershner understands that she shall not be entitled to retirement, health, life or disability benefits; vacation, sick, administrative or holiday pay; and that she is responsible for her own County Bar dues and MCLE costs. 7. Expenses. The City shall reimburse Kershner for customary costs and expenses incurred by her in the course of providing legal services to the City, including but not limited to, duplicating, telephone, postage, computerized legal research, facsimile, court fees, parking, mileage for travel outside of Santa Clara County and preapproved seminars. 8. Billing Procedures. Kershner shall submit to the City, on a monthly basis, an itemized statement of the services performed, the time expended providing those services and a breakdown of any reimbursable costs incurred. Payment of all monthly statements shall be made within thirty (30) days of the billing date. All such billing shall be approved by the City Attorney prior to submission to the City's finance department for payment. 9. Amendmen~s. The terms,of this agreement shall be reviewed annually at the time of City budget consideration. Any revisions shall be memorialized by either written amendment to this Agreement or by letter agreement. 10. No~ices. Notices regarding this Agreement shall be given to the parties at the following addresses: Mac/CRK/L/S/A Page 2 City: City of Cupertino 10300 Torre Avenue Cupertino, California 95014 Kershner: Cheryl R. Kershner 550 Thompson Avenue Mountain View, CA 94043 11. Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain fully effective. 12. Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes all agreements and discussions, oral or written, between the parties relating to the subject of this Agreement. Any subsequent oral representations or modifications concerning this Agreement shall have no effect unless reduced to writing and signed by both parties. CITY OF CUPERTINO Dated: CHERYL R. KERSHNER Dated: í//;:;/N , By: By: CHARLES T. KILIAN, City Attorney Attest: CITY OF CUPERTINO Dated: City Clerk By: DONALD D. BROWN City Manager MBc/CRX/L/S/A Page 3