Title
County Counsel recommending the Board authorize the Chair to execute Amendment 2 to Agreement for Legal Services Between El Dorado County and Abbott & Kindermann, LLP, (Austin litigation), to add a new Section 19, Assignment of Agreement, to the Agreement, related to the conversion of the firm's legal status from a limited liability partnership (LLP) to a professional corporation.
FUNDING: General Fund.
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DEPARTMENT RECOMMENDATION:
County Counsel recommending the Board of Supervisors Authorize the Chair to Execute Amendment 2 to Agreement for Legal Services Between El Dorado County and Abbott & Kindermann, LLP (Austin litigation), that adds a new Section 19, Assignment of Agreement, to the Agreement.
DISCUSSION / BACKGROUND:
The County currently has an agreement for legal services with Abbott & Kindermann, LLP to provide legal services to the County in the action entitled Thomas Austin and Helen Austin v. The County of El Dorado, El Dorado Superior Court case No.PC20150633. Law Firm recently converted its legal status from a limited liability partnership (LLP) to a professional corporation and this action by the Law Firm requires an assignment of the Agreement from Abbott & Kindermann, LLP to the successor professional corporation Abbott & Kindermann, INC. It is recommended that a new Section 19, Assignment of Agreement, be added to the Agreement to consent to the assignment on the following conditions: 1) the officers and shareholders of the successor professional corporation are the same as the existing partners in Abbott & Kindermann, LLP; 2) Abbott & Kindermann, LLP assigns all of its rights, obligations, duties, title and interest in and to this Agreement to the successor professional corporation; 3) the successor professional corporation accepts the assignment of the Agreement with all of its terms and conditions; 4) successor professional corporation assumes each and every duty and obligation owing to County arising out of or in connection with the Agreement; and, 5) successor professional corporation accepts the assignment subject to any defenses or causes of action that County may have against Abbott & Kindermann, LLP.
ALTERNATIVES:
N/A
OTHER DEPARTMENT / AGENCY INVOLVEMENT:
N/A
CAO RECOMMENDATION:
It is recommended that the Board approve this item.
FINANCIAL IMPACT:
There is no cost associated with the recommended amendment.
CLERK OF THE BOARD FOLLOW UP ACTIONS:
1. Obtain signatures on the amendment.
2. Return a copy to County Counsel.
STRATEGIC PLAN COMPONENT:
N/A
CONTACT:
Kathleen A. Markham