HomeMy WebLinkAboutProposed AgreementASSIGNMENT AND ASSUMPTION OF AGREEMENT FOR LEGAL SERVICES
This Assignment and Assumption of Agreement for Legal Services ("Assignment') is
made and entered into this 20th day of November, 2013, between and among THE SUCCESSOR
AGENCY TO THE COMMUNITY REDEVELOPMENT COMMISSION AS THE
NATIONAL CITY REDEVELOPMENT AGENCY, a California public body, corporate and
politic organized under the laws of the State of California ("SA"'), THE LAW OFFICES OF
EDWARD Z. KOTKIN, a California professional law corporation (alternately the "New Firm"
and the "Assignee"), and C'UhX ONTS & WHITE, L'" P, a Californ<a limited liability partrers.::p
(alternately the "Original Firm" and the "Assignor'). The SA, the New Firm and the Original
Firm are sometimes individually referenced as a "Party," and sometimes collectively referenced
below as the "Parties." This Assignment is made with reference to the following background
facts and circumstances:
RECITALS
A. On June 19, 2012, the SA and the Original Firm entered into that certain
"AGREEMENT FOR LEGAL SERVICES BY AND BETWEEN THE SUCCESSOR AGENCY
TO THE COMMUNITY REDEVELOPMENT COMMISSION AS THE NATIONAL CITY
REDEVELOPMENT AGENCY AND CUMMINS & WHITE, LLP" ("Agreement"}, said
Agreement being duly executed by the SA's executive director, approved as to form by the SA's
legal counsel, and now maintained as a public record by the secretary of the SA.
B. Under the Agreement, the Original Firm provided professional services as legal
counsel to the "Oversight Board" created by statute to oversee the affairs of the SA ("NC
Oversight Board").
C. On February 26, 2013, the Chair of the NC Oversight Board, the Honorable
Ronald Morrison, executed that certain "Addition of Key Personnel Under the Agreement for
Legal Services and Consent" ("Consent"), said Consent approving the addition of the New
Firm's principal, Edward Z. Kotkin ("Kotkin' ), as "key personnel" of the Original Firm under
section 3A of the Agreement. The Consent allowed Kotkin, in his capacity as an attorney
associated with the Original Firm as "of counsel," tc serve as legal course! to mhe NC Oversight
Board.
D. As of the date of this Assignment's preparation, with adequate advance notice to
and without objection by the SA and the NC Oversight Board, the Original Firm has elected to
discontinue the provision of legal services under the Agreement ("Original Firm Election').
E. The SA's staff and legal counsel have considered the prospect of securing
competent legal services to replace those provided by the Original Firm, requested that Kotkin
do so pending consideration by the SA and NC Oversight Board of this Assignment, and
Assignment and Assumption of
Agreement for Legal Services
Page 1 of 4 City of National City and
2013 Legal Services Agreement The Law Offices of Edward Z. Kotldn
recommended to the SA and the NC Oversight Board that this Assignment be approved, and that
the New Firm appointed as legal counsel to the NC Oversight Board under terms and conditions
identical to those set forth in the Agreement except as set forth herein.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
ASSIGNMENT
I. Assimment and Assumption. In conformance with all terns and conditions of the
Agreement, with the exception of new terms and conditions memorialized herein, Assignor
hereby assigns, transfers and conveys to Assignee all of Assignor's rights and obligations under
the Agreement. Assignee hereby accepts such assignment, and hereby expressly and
unconditionally assumes all of the duties and obligations of Assignor under the Agreement.
2. Consent to Assignment of Obligations. SA hereby consents to this Assignment and
agrees to accept performance of Assignor's duties and obligations set forth in the Agreement by
Assignee.
3. All Provisions Contractual and Binding. The Parties understand and agree that all
terms and provisions of this Assignment, including the true and correct Recitals above, are
contractual and binding upon the Parties.
4. Counterparts. This Assignment may be executed in one or more counterparts, each of
which will be deemed an original, but all of which constitute one and the same instrument.
5. Effective Date. This Assignment shall be effective and binding by and between the
Parties retroactive to August 1, 2013, the date when Kotkin assumed the responsibility of serving
as the NC Oversight Board's legal counsel after the Original Firm Election.
6. Further Cooperation. The Parties herein agree to execute any and all agreements,
documents or instruments as may be reasonably necessary in order to fully effectuate the
agreements and covenants of the Parties contained in this Assignment, or to evidence this
Assignment as a matter of public record, if required to fulfill the purposes of this Assignment.
The Parties further agree to mutually cooperate with one another in carrying out the purposes of
this Assignment.
Assignment and Assumption of
Agreement for Legal Services
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2013 Legal Services Agreement
City of National City and
The Law Offices of Edward Z. Koddn
7. New Terms and Conditions. Terms and conditions of the Agreement shall be null and
void, and shall be superseded by the terms and conditions of this Assignment in accord with the
following table.
1 Section of
1 Agreement
Term/Condition of the Agreement
Term of the Assignment
1 Article 3,
References to Michael Houston, James
Edward Z. Kotkin substituted for
Section 3.4
Wakefield and Bethelwel Wilson
Michael Houston, Tamara McCro ssen-Orr,
"of counsel" attorney for New Firm, substituted
for James Wakefield and Bethelwel Wilson
Article 3,
Reference to Michael Houston
Edward Z. Kotkin substituted for
Section 3.7
Michael Houston
Article 4,
Every legal matter shall have a paralegal
Additional provision: The SA understands and
Section I
assigned.
agrees that the Firm (the New Firm) does not
employ any certified paralegal, but will engage
the services of a certified paralegal to work on
any legal matter upon SA direction.
Article 11,
Errors and omissions insurance in an amount
Errors and omissions insurance in an amount not
Section C
not less than two million dollars
less than one million dollars ($1,000,000.00) per
($2,000,000.00) per claim
claim
Article 14
This Agreement shall be effective upon
This Agreement shall be effective upon execution
execution by the Firm and SA and continue
by Cummins & White, LLP, the SA, and The
through December 31, 2012.
Law Offices of Edward Z. Kotkin of that certain
"ASSIGNMENT AND ASSUMPTION OF
AGREEMENT FOR LEGAL SERVICES" and
continue through the completion by the NC
Oversight Board of its statutory function.
Article 16
Notice Provision
Notices to Cummins & White, LLP shall be
addressed to the attention of Fred M. Whitaker,
Notices to The Law Offices of Edward Z. Kotldn,
addressed to
The Law Offices of Edward Z. Kotkin
1851 East First Street, Suite 900
Santa Ana, CA 92705-4066
Attn: Edward Z. Kotkin
Exhibit "Al'
General representation of the NC Oversight
General representation of the NC Oversight
Board on matters relating to the NC
Board on matters relating to the NC Oversight
Oversight Board's activity under ABxI 26.
Board's activity under ABxl 26 and AB 1484.
I
Assignment and Assumption of
Agreement for Legal Services
Page 3 of 4 City of National City and
2013 Legal Services Agreement The Law Offices of Edward Z Kotkin
IN WITNESS WHEREOF, the undersigned have executed this Assignment and
Assumption of Agreement for Legal Services as of the date and year first above written.
SUCCESSOR AGENCY TO THE
COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF
NATIONAL CITY
By: - - -
Brad Raulston, Executive Director
APPROVED AS TO FORM:
By -
Claudia Gacitua Silva,
Successor Agency Legal Counsel
2013 Legal Services Agreement
THE LAW OFFICES OF
EDWARD Z. KOTIGN (ASSIGNEE)
By: —.
Edward Z. Kotkin, Principal
CUMMINS & WHITE, LLP (ASSIGNOR)
Fred M. Whitaker, Managing Partn r
Assignment and Assumption of
Agreement for Legal Services
Page 4 of 4 City of National City and
The Law Vices of Edward Z. Kotldn
IN WITNESS WHEREOF, the undersigned have executed this Assignment and
Assumption of Agreement for Legal Services as of the date and year first above written.
SUCCESSOR AGENCY TO THE
COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF
NATIONAL CITY
Bv:
Brad Raulston, Executive Director
APPROVED AS TO FORM:
BY:
Claudia Gacitua Silva,
Successor Agency Legal Counsel
2013 Legal Services Agreement
THE LAW OFFICES OF
EDWARD Z. KOTKIN (ASSIGNEE)
By:
Edward Z. Kotkin, Principal
CUMLMINS & WHITE, LLP (ASSIGNOR)
BY:
Fred M. Whitaker, Managing Partner
Assignment and Assumption of
Agreement for Legal Services
Page 4 of 4 City of National City and
The Law Offices of Edward I Kotldn