HomeMy WebLinkAbout2013 CON SA Law Office of Edward Kotkin - Assumption - Legal ServicesASSIGNMENT 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 CUMMINS & WHITE, LLP, a California limited liability partnership
(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 3.4 of the Agreement. The Consent allowed Kotkin, in his capacity as an attorney
associated with the Original Firm as "of counsel," to serve as legal counsel to the 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. Kotkin
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
1. Assignment and Assumption. In conformance with all terms 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
Page 2 of 4
City of National City and
2013 Legal Services Agreement The Law Offices of Edward Z. Kotkin
7. New Terms and Conditions. Terms and conditions of the Agreement shall be null and
void, and sha 1 be superseded by the terms and conditions of this Assignment in accord with the
following tab e.
Section of
Agreement
Term/Condition of the Agreement
Term of the Assignment
Article 3,
Section 3.4
References to Michael Houston, James
Wakefield and Bethelwel Wilson
Edward Z. Kotkin substituted for
Michael Houston, Tamara McCrossen-Orr,
"of counsel" attorney for New Firm, substituted
for James Wakefield and Bethelwel Wilson
Article 3,
Section 3.7
Reference to Michael Houston
Edward Z. Kotkin substituted for
Michael Houston
Article 4,
Section I
Every legal matter shall have a paralegal
assigned.
Additional provision: The SA understands and
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,
Section C
Errors and omissions insurance in an amount
not less than two million dollars
($2,000,000.00) per claim
Errors and omissions insurance in an amount not
less than one million dollars ($1,000,000.00) per
claim
Article 14
This Agreement shall be effective upon
execution by the Firm and SA and continue
through December 31, 2012.
This Agreement shall be effective upon execution
by Cummins & White, LLP, the SA, and The
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. Kotkin,
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 "A"
General representation of the NC Oversight
Board on matters relating to the NC
Oversight Board's activity under ABx1 26.
General representation of the NC Oversight
Board on matters relating to the NC Oversight
Board's activity under ABx1 26 and AB 1484.
Assignment and Assumption of
Agreement for Legal Services
Page 3 of 4
2013 Legal Services Agreement
City of National City and
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 Raul. r,"Executive Director
APPROVED AS TO FORM:
By:
Claudia Gacitua Silva,
Successor Agency Legal Counsel
THE LAW OFFICES OF
EDWARD Z. KOTKIN (ASSIGNEE)
By:
Edward Z. Kotkin, Principal
CUMMINS & 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
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
THE LAW OFFICES OF
EDWARD Z. KOTKIN (ASSIGNEE)
By: By:
Brad Raulston, Executive Director Edward Z. Kotkin, Principal
APPROVED AS TO FORM: CUMMINS & WHITE, LLP (ASSIGNOR)
By: By:
Claudia Gacitua Silva, Fred M. Whitaker, Managing Partner
Successor Agency Legal Counsel
Assignment and Assumption of
Agreement for Legal Services
Page 4of4
City of National City and
2013 Legal Services Agreement The Law Offices of Edward Z. Kotkin
Form W-9
(Rev. August 2013)
Department of the Treasury
Internal Revenue Service
Request for Taxpayer
Identification Number and Certification
Give Form to the
requester. Do not
send to the IRS.
Print or type
See Specific Instructions on page 2.
Name (as shown on your income tax return)
The Law Offices of Edward Z. Kotkin, A Professional Law Corporation
Business name/disregarded entity name, if different from above
Check appropriate box for federal tax classification:
Trust/estate
►
Exemptions
Exempt payee
Exemption
code (if any)
(see instructions):
code (if any)
III Individual/sole proprietor C Corporation IS S Corporation Partnership 1111
III Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership)
Other (see instructions) ►
from FATCA reporting
Address (number, street,
1851 East First
and apt. or suite no.)
Street, Suite 900
Requester's name and address (optional)
City of National City
1243 National City Boulevard
National City, CA 91950
code
92705
city, state, and ZIP
Santa Ana, CA
List account number(s) here (optional)
Part
I Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on the "Name" line
to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a
resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other
entities, it is your employer identification number (EIN). If you do not have a number, see How to get a
TIN on page 3.
Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose
number to enter.
Part II
Social security number
Employer identification number
4
5
2
8
5
0
0
4
9
Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding, and
3. I am a U.S. citizen or other U.S. person (defined below), and
4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding
because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage
interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and
generally, payments other than inter . dividends, you are not required to sign the certification, but you must provide your correct TIN. See the
instructions on page 3.
General Instructions
Section references are to the Internal Revenue Code unless otherwise noted.
Future developments. The IRS has created a page on IRS.gov for information
about Form W-9, at www.irs.gov/w9. Information about any future developments
affecting Form W-9 (such as legislation enacted after we release it) will be posted
on that page.
Purpose of Form
A person who is required to file an information return with the IRS must obtain your
correct taxpayer identification number (TIN) to report, for example, income paid to
you, payments made to you in settlement of payment card and third party network
transactions, real estate transactions, mortgage interest you paid, acquisition or
abandonment of secured property, cancellation of debt, or contributions you made
to an IRA.
Use Form W-9 only if you are a U.S. person (including a resident alien), to
provide your correct TIN to the person requesting it (the requester) and, when
applicable, to:
1. Certify that the TIN you are giving is correct (or you are waiting for a number
to be issued),
2. Certify that you are not subject to backup withholding, or
3. Claim exemption from backup withholding if you are a U.S. exempt payee. If
applicable, you are also certifying that as a U.S. person, your allocable share of
any partnership income from a U.S. trade or business is not subject to the
withholding tax on foreign partners' share of effectively connected income, and
4. Certify that FATCA code(s) entered on this form (if any) indicating that you are
exempt from the FATCA reporting, is correct.
Note. If you are a U.S. person and a requester gives you a form other than Form
W-9 to request your TIN, you must use the requester's form if it is substantially
similar to this Form W-9.
Definition of a U.S. person. For federal tax purposes, you are considered a U.S.
person if you are:
• An individual who is a U.S. citizen or U.S. resident alien,
• A partnership, corporation, company, or association created or organized in the
United States or under the laws of the United States,
• An estate (other than a foreign estate), or
• A domestic trust (as defined in Regulations section 301.7701-7).
Special rules for partnerships. Partnerships that conduct a trade or business in
the United States are generally required to pay a withholding tax under section
1446 on any foreign partners' share of effectively connected taxable income from
such business. Further, in certain cases where a Form W-9 has not been received,
the rules under section 1446 require a partnership to presume that a partner is a
foreign person, and pay the section 1446 withholding tax. Therefore, if you are a
U.S. person that is a partner in a partnership conducting a trade or business in the
United States, provide Form W-9 to the partnership to establish your U.S. status
and avoid section 1446 withholding on your share of partnership income.
Cat. No. 10231X
Form W-9 (Rev. 8-2013)
RESOLUTION NO. 2013 — 40
RESOLUTION OF THE SUCCESSOR AGENCY TO THE COMMUNITY
DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT
AGENCY AUTHORIZING THE CHAIRMAN TO EXECUTE AN ASSIGNMENT
AND ASSUMPTION OF AGREEMENT FOR LEGAL SERVICES
WITH THE LAW OFFICES OF EDWARD Z. KOTKIN
WHEREAS, on June 19, 2012, the Successor Agency to the Community
Development Commission as the National City Redevelopment Agency ("Successor Agency")
and the law firm of Cummins & White, LLP, entered into an Agreement for Legal Services (the
"Agreement"); and
WHEREAS, under the Agreement, Cummins & White, LLP, provided
professional services as legal counsel to the Oversight Board, existing and functioning
pursuant to California Health and Safety Code Section 34179 and other applicable law, to
oversee the affairs of the Successor Agency' and
WHEREAS, on February 26, 2013, the Chairman of the Oversight Board, under
authority provided by the Agreement, executed that certain "Addition of Key Personnel Under
the Agreement for Legal Services and Consent" ("Consent"), approving the addition of Edward
Z. Kotkin ("Kotkin"), as "key personnel" of Cummins & White, LLP, and allowing Kotkin, in his
capacity as an attorney "of counsel" with Cummins & White, LLP, to serve as legal counsel to
the Oversight Board; and
WHEREAS, with adequate advance notice to and without objection by the
Successor Agency and the Oversight Board, Cummins & White, LLP has elected to discontinue
the provision of legal services under the Agreement; and
WHEREAS, the Successor Agency's staff and legal counsel have considered
securing competent legal services to replace those provided by Cummins & White, LLP, and
requested Kotkin do so pending consideration by the Successor Agency and Oversight Board
of the Assignment and Assumption of Agreement for Legal Services with the Law Offices of
Edward Z. Kotkin; and
WHEREAS, the Assignment would assign the Agreement originally entered into
between the Successor Agency and Cummins & White, LLP to the Law Offices of Edward Z.
Kotkin upon similar terms as set forth in Exhibit A.
NOW, THEREFORE, BE IT RESOLVED that the Successor Agency to the
Community Development Commission as the National City Redevelopment Agency hereby
authorizes the Chairman to execute the Assignment and Assumption of Agreement for Legal
Services attached and incorporated by this reference in this Resolution as Exhibit A; and
BE IT FURTHER RESOLVED that this Assignment shall take effect after the
Oversight Board approves this Assignment, and the same has been submitted to the
Department of Finance, subject to California Health and Safety Code Section 34179,
subdivision (h).
[SIGNATURE PAGE TO FOLLOW]
Resolution No. 2013 — 40
Page 2
November 5, 2013
PASSED and ADOPTED this 5th day of Novemb� , L 13.
on Morrison, Chairman
ATTEST:
Michael R. Della, tCity Clerk as
Secretary to the Successor Agency
PROVED AS TO FORM:
ua Silva
Successogency Counsel
Passed and adopted by the Successor Agency to the Community Development
Commission as the Redevelopment Agency of the City of National City, California, on
November 5, 2013 by the following vote, to -wit:
Ayes: Boardmembers Cano, Morrison, Natividad, Rios, Sotelo-Solis.
Nays: None.
Absent: None.
Abstain: None.
AUTHENTICATED BY: RON MORRISON
Chairman of the Successor Agency to the
Community Development Commission
as the Redevelopment Agency of the
City of National City, California
MICHAEL R. DALLA
City Clerk Serving as Secretary
to the Successor Agency
By:
Deputy
I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of
RESOLUTION NO. 2013-40 of the Successor Agency to the Community Development
Commission as the Redevelopment Agency of the City of National City, California,
passed and adopted on November 5, 2013.
/i
ity Clerk ServinJ as Secretary
to the Successor Agency
By:
Deputy
THE SUCCESSOR AGENCY TO V ' • `i'
THE COMMUNITY DEVELOPMENT COMMISSION
AS THE NATIONAL CITY REDEVELOPMENT AGENCY 4a, o c ' c - �1
AGENDA STATEMENT
MEETING DATE: November 5, 2013
AGENDA ITEM NO. 2
ITEM TITLE: Resolution of the Successor Agency to the Community Development Commission as the
National City Redevelopment Agency approving the Successor Agency's proposed approval of an "Assignment
and Assumption of Agreement for Legal Services with The Law Offices of Edward Z. Kotkin related to the
"Agreement for Legal Services by and between the Successor Agency to the Community Development
Commission as the National City Redevelopment Agency and Cummins & White, LLP", dated June 19, 2012
and Approved by Resolution 2012-10.
PREPARED BY: Brad Raulston DEPARTMENT: Succ
PHONE: Ext. 4256
APPROVED BY:
EXPLANATION:
The Successor Agency and the law firm of Cummins & White entered into an Agreement on June 19, 2012, wherein
Cummins & White agreed to furnish to the Oversight Board all labor, materials, tools, equipment, services, and incidental and
customary work necessary to fully and adequately supply the professional legal consulting services necessary, and subject
to the terms of the Agreement. This agreement will expire on December 31, 2012.
On December 4, 2012, the Successor Agency and Cummins & White entered into a 1st Amendment to increase the term
of the agreement for one year, expiring December 31, 2013 with no increase in the not -to -exceed amount.
On February 21, 2013, Cummins and White requested the addition of key personnel to provide services under the
agreement and the request was signed on March 26, 2013 adding Edward Z Kotkin as the key personnel to serve as legal
counsel to the Oversight Board.
With adequate advance notice to and without objection by the Successor Agency and the Oversight Board, Cummins &
White, LLP has elected to discontinue the provision of legal services under the Agreement and the Successor Agency's staff
and legal counsel have considered the prospect of securing competent legal services to replace those provided by Cummins
& White, LLP, requested that Kotkin do so pending consideration by the Successor Agency and Oversight Board of the
Assignment approved by this Resolution (Assignment), and recommended to the Successor Agency and the Oversight
Board that this Assignment be approved, and that The Law Offices of Edward Z. Kotkin be appointed as legal counsel to the
Oversight Board under terms and conditions nearly identical to those set forth in the Agreement.
FINANCIAL STATEMENT: APPROVED:
ACCOUNT NO. APPROVED:
Funds are budgeted in Account 711-409-000-209-0000
ENVIRONMENTAL REVIEW:
IN/A
ORDINANCE: INTRODUCTION: FINAL ADOPTION:
Finance
MIS
STAFF RECOMMENDATION:
Adopt the Resolution
BOARD 1 COMMISSION RECOMMENDATION:
ATTACHMENTS:
1. Draft Assignment and Assumption of Agreement
2. Proposed Resolution
ASSIGNMENT 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 CUMMINS & WHITE, LLP, a California limited liability partnership
(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 3.4 of the Agreement. The Consent allowed Kotkin, in his capacity as an attorney
associated with the Original Firm as "of counsel," to serve as legal counsel to the 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. Kotkin
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
1. Assignment and Assumption. In conformance with all terms 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
Page 2 of 4
City of National City and
2013 Legal Services Agreement The Law Offices of Edward Z. Kotkin
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.
Section of
Agreement
Term/Condition of the Agreement
Term of the Assignment
Article 3,
Section 3.4
References to Michael Houston, James
Wakefield and Bethelwel Wilson
Edward Z. Kotkin substituted for
Michael Houston, Tamara McCrossen-Orr,
"of counsel" attorney for New Firm, substituted
for James Wakefield and Bethelwel Wilson
Article 3,
Section 3.7
Reference to Michael Houston
Edward Z. Kotkin substituted for
Michael Houston
Article 4,
Section I
Every legal matter shall have a paralegal
assigned.
Additional provision: The SA understands and
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,
Section C
Errors and omissions insurance in an amount
not less than two million dollars
($2,000,000.00) per claim
Errors and omissions insurance in an amount not
less than one million dollars ($1,000,000.00) per
claim
Article 14
This Agreement shall be effective upon
execution by the Firm and SA and continue
through December 31, 2012.
This Agreement shall be effective upon execution
by Cummins & White, LLP, the SA, and The
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. Kotkin,
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 "A"
General representation of the NC Oversight
Board on matters relating to the NC
Oversight Board's activity under ABx1 26.
General representation of the NC Oversight
Board on matters relating to the NC Oversight
Board's activity under ABx1 26 and AB 1484.
Assignment and Assumption of
Agreement for Legal Services
Page 3 of 4
2013 Legal Services Agreement
City of National City and
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
THE LAW OFFICES OF
EDWARD Z. KOTKIN (ASSIGNEE)
By: By:
Brad Raulston, Executive Director Edward Z. Kotkin, Principal
APPROVED AS TO FORM: CUMMINS & WHITE, LLP (ASSIGNOR)
By: By:�
� %`' ^ 5 •
Claudia Gacitua Silva, Fre6 M. Whitaker, Managing Partner
Successor Agency Legal Counsel
Assignment and Assumption of
Agreement for Legal Services
Page 4 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
THE LAW OFFICES OF
EDWARD Z. KOTKIN (ASSIGNEE)
By: By:
Brad Raulston, Executive Director Edward Z. Kotkin, Principal
APPROVED AS TO FORM: CUMMINS & WHITE, LLP (ASSIGNOR)
By: By:
Claudia Gacitua Silva, Fred M. Whitaker, Managing Partner
Successor Agency Legal Counsel
Assignment and Assumption of
Agreement for Legal Services
Page 4 of 4
City of National City and
2013 Legal Services Agreement The Law Offices of Edward Z. Kotkin
RESOLUTION NO. 2013 —
RESOLUTION OF THE SUCCESSOR AGENCY TO THE COMMUNITY
DEVELOPMENT COMMISSION AS THE NATIONAL CITY REDEVELOPMENT
AGENCY AUTHORIZING THE CHAIRMAN TO EXECUTE AN ASSIGNMENT
AND ASSUMPTION OF AGREEMENT FOR LEGAL SERVICES
WITH THE LAW OFFICES OF EDWARD Z. KOTKIN
WHEREAS, on June 19, 2012, the Successor Agency to the Community
Development Commission as the National City Redevelopment Agency ("Successor Agency")
and the law firm of Cummins & White, LLP, entered into an Agreement for Legal Services (the
"Agreement"); and
WHEREAS, under the Agreement, Cummins & White, LLP, provided
professional services as legal counsel to the Oversight Board, existing and functioning
pursuant to California Health and Safety Code Section 34179 and other applicable law, to
oversee the affairs of the Successor Agency' and
WHEREAS, on February 26, 2013, the Chairman of the Oversight Board, under
authority provided by the Agreement, executed that certain "Addition of Key Personnel Under
the Agreement for Legal Services and Consent" ("Consent"), approving the addition of Edward
Z. Kotkin ("Kotkin"), as "key personnel" of Cummins & White, LLP, and allowing Kotkin, in his
capacity as an attorney "of counsel" with Cummins & White, LLP, to serve as legal counsel to
the Oversight Board; and
WHEREAS, with adequate advance notice to and without objection by the
Successor Agency and the Oversight Board, Cummins & White, LLP has elected to discontinue
the provision of legal services under the Agreement; and
WHEREAS, the Successor Agency's staff and legal counsel have considered
securing competent legal services to replace those provided by Cummins & White, LLP, and
requested Kotkin do so pending consideration by the Successor Agency and Oversight Board
of the Assignment and Assumption of Agreement for Legal Services with the Law Offices of
Edward Z. Kotkin; and
WHEREAS, the Assignment would assign the Agreement originally entered into
between the Successor Agency and Cummins & White, LLP to the Law Offices of Edward Z.
Kotkin upon similar terms as set forth in Exhibit A.
NOW, THEREFORE, BE IT RESOLVED that the Successor Agency to the
Community Development Commission as the National City Redevelopment Agency hereby
authorizes the Chairman to execute the Assignment and Assumption of Agreement for Legal
Services attached and incorporated by this reference in this Resolution as Exhibit A; and
BE IT FURTHER RESOLVED that this Assignment shall take effect after the
Oversight Board approves this Assignment, and the same has been submitted to the
Department of Finance, subject to California Health and Safety Code Section 34179,
subdivision (h).
[SIGNATURE PAGE TO FOLLOW]
Resolution No. 2013 —
Page 2
November 5, 2013
PASSED and ADOPTED this 5th day of November, 2013.
Ron Morrison, Chairman
ATTEST:
Michael R. Dalla, City Clerk as
Secretary to the Successor Agency
APPROVED AS TO FORM:
Claudia Gacitua Silva
Successor Agency Counsel
i,)r,», eft
CITY OF NATIONAL CITY
Office of the City Clerk
1243 National City Blvd., National City, California 91950
619-336-4228 phone / 619-336-4229 fax
Michael R. Dalia, CMC - City Clerk
December 19, 2013
Mr. Edward Kotkin
The Law Offices of Edward Kotkin
1854 East First Street, Suite 900
Santa Ana, CA 92705
Mr. Fred Whitaker
Cummins & White, LLP
2424 S.E. Bristol Street, Suite 300
Newport Beach, CA 92660
Dear Mr. Kotkin and Mr. Whitaker,
On November 5th, 2013, Resolution No. 2013-40 was passed and adopted by the
Successor Agency to the Community Development Commission as the National City
Redevelopment Agency, authorizing execution of an Assignment and Assumption of
Agreement for Legal Services with The Law Offices of Edward Kotkin and Cummins &
White, LLP.
We are enclosing for your records a certified copy of the above Resolution and a fully
executed original Agreement.
Sincerely, 441:1,6t
Michael R. Dalla, CMC
City Clerk
Enclosures