HomeMy WebLinkAboutMINUTES - 09092003 - C.44 TO: BOARD OF SUPERVISORS ...: Contra
FROM: Sllvano B. Marchesi, County Counsel
_�<.-,.� Costa
County
DATE: September 9, 2003
�#^
SUBJECT: Consent To Joint Representation by Goldfarb & Lipman
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)& BACKGROUND AND JUSTIFICATION
RECOMMENDATIONS
CONSENT to joint representation of Contra Costa County and the Contra Costa County Redevelopment
Agency by Goldfarb & Lipman on various, specified projects in which the law firm will either provide joint
representation to the County or Agency and another public agency or nonprofit corporation in which the law firm
also has an attorney-client relationship with a nonprofit developer on another transaction outside Contra Costa
County.
APPROVE and AUTHORIZE County Counsel or his designee to execute the attached acknowledgment
of potential conflicts of interest and to consent to joint representation.
BACKGROUND/REASONS FOR RECOMMENDATIONS
Over the years, the County has entered into contracts with Goldfarb & Lipman for consulting services in
connection with the CDBG, HOME and HOPWA programs. A contract was most recently approved by the
Board of Supervisors on August 12, 2003 for the period July 1, 2003 through June 30 2004. Because of
Goldfarb & Lipman's concentration of work is in affordable housing and redevelopment, it is not uncommon for
the firm to have an attorney-client relationship with more than one party to a complicated redevelopment or
housing transaction. Attached is a letter from Goldfarb & Lipman describing the upcoming projects in which the
law firm will be assisting the County or its Redevelopment Agency, disclosing existing attorney-client
relationships, and requesting the County and Agency's acknowledgment and consent.
CONTINUED ON ATTACHMENT: YES SIG NATU ✓`-X�
a
i--RECOMMENDATION OF COUNTY ADMI N I STRATOR RECOMMENDATION OF BOARD
COMMITTEE
e-APPROVE OTHER
SIGNATURE(S):
ACTION OF Bg4RD ON SEPTEMBER 09, 2003 APPROVED AS
RECOMMENDED xx OTHER
VOTE OF SUPERVISORS
xx UNANIMOUS (ABSENT V }
AYES: NOES:
ABSENT: ABSTAIN: _
(HEREBY CERTIFY THAT THIS IS A TRUE AND
CORRECT COPY OF AN ACTION TAKEN AND
ENTERED N THE MINUTES OF THE BOARD OF
SUPERVISORS ON THE DATE SHOWN.
ATTESTED SEPTEMBER 09, 2003
cc: Contact: Jim Kennedy, Redevelopment JOHN SWEETEN, CLERK OF THE BOARD
(335-1255) OF SUPERVISORS AND COUNTY
Goldfarb & Lipman (via County Counsel) ADMINISTRATOR
County Administrator
County Counsel BY
DEPUTY
H:\Contract\Goldfarb&LipmanConsent7oJointRep80.wpd
The Law Offices of
G(DLDFAPB & LIPMA!
1300 Clay Street
Ninth Floor
City Center Plaza
Oakland
California 94612
M David Kroot August 26, 21703 VIA FEDERAL EXPRESS
Lee C.Rosenthal
John T.Nagle
Polly V.Marshall
Lynn Hutchins Ms. Sharon Anderson
Richard A.Judd Chief Assistant County Counsel
Contra Costa County
Karen M.Tiedemann County Administration Bldg.
Thomas H.Webber 651 Pine St., 9th Floor
John T.Haygood Martinez,CA 94553
Dianne McLean cLean
Michelle D.son Mc Re: Joint Representation and Potential Conflicts of Interest in the
Provision of Legal Services to the County and County
Jennifer K.Bell Redevelopment Agency
Carolyn A.Gold
Robert C.Mills Dear Sharon:
Isabel L.Brown
Claudia J.Martin As we have discussed, this letter requests the consent of the County of Contra Costa(the
County") and the Contra Costa County Redevelopment Agency ("Agency")to legal
William F.DiCamillo representation by Goldfarb & Lipman on various projects in which our law firm will
Rafael Mandelrnan either provide joint representation to the County or Agency and another public agency or
Margaret F.Jung nonprofit corporation or in which Goldfarb &Lipman will represent the County and/or
Emily B.Longfellow Agency in a situation in which our firm has an attorney/client relationship with a
Heather J.Gould nonprofit developer on another transaction outside of the County.
Because of the specific nature of our work for the County and the Agency on affordable
Retired housing and redevelopment projects, and because Goldfarb &Lipman's concentration of
Steven H.Goldfarb work is in affordable housing and redevelopment, it is fairly common for us, with the
Barry R.Lipman informed consent of all involved, to have attorney/client relationships with more than
one party on complicated redevelopment or housing transactions. We have successfully
Oakland represented the County and Agency for over 20 years, including numerous instances in
510 536-6336 which we may also have represented a local city or redevelopment agency or nonprofit
510 636-1035 FAX housing developer. We greatly value our relationship with the County and the Agency,
and hope to continue working together for many years to come.
San Francisco
415 788-6336
863\52\1-71368.2
Los Angeles
213 627-6336
Nis. Sharon Anderson
August 26, 2003
Page 2
For your convenience, I have listed and described below all upcoming projects for which we are
requesting County and Agency consent. The projects are listed in two groups, those for which
we are requesting consent to joint representation and those where we are disclosing
attorney/client relationships on other matters.
A. Proposed Joint Representation
Goldfarb & Lipman requests County consent to joint representation on the following
projects. Please note that it is Goldfarb &Lipman's policy that different attorneys in the firm
will work with the different clients in a joint representation situation, no one attorney will work
with both represented entities on the same project.
1. Brentwood Senior Housing II—The County has requested our services in
preparing loan documents for a loan of federal HOME funds to Christian Church Homes of
Northern California for this HUD Section 202 senior housing project. Goldfarb &Lipman has a
long-standing relationship with Christian Church Homes, who has also requested our assistance
on this transaction, primarily to close the HUD Section 2.02 financing. We are requesting
County approval of joint representation by Goldfarb &Lipman of the County and Christian
Church Homes.
2. Gentrytown in Antioch - The County has requested our services in drafting loan
documents for a HOME Loan to D&F Pacific American Properties for this project. We
understand the developer has also requested funds from the City of Antioch and/or the Antioch
Redevelopment Agency, who are also clients of ours, but no Antioch funds have been committed
as yet. We are requesting the County's consent to our joint representation of the County and the
City and/or Redevelopment Agency of Antioch, should Antioch agree to provide funding for this
project.
3. North Richmond Infill Development_The County and the Agency have both
requested our services in the preparation of loan documents and a disposition and development
agreement for this 30-50-unit affordable homeownership project to be developed by the
Community Housing Development Corporation of North Richmond, a nonprofit public benefit
corporation ("CHDC"). CHDC is also a client of Goldfarb &Lipman. We are requesting
County and Agency approval of joint representation by Goldfarb &Lipman of the County, the
Agency, and CHDC.
4. North Richmond Homeownership Assistance d The County and Agency have
requested our assistance in preparing first time homebuyer loan documents for assistance to
persons purchasing homes in the North Richmond area. The nonprofit CHDC, an existing client
of Goldfarb &Lipman, will be assisting the County and Agency in finding and qualifying lower-
income households to participate in the program. We are requesting County and Agency
approval of joint representation by Goldfarb &Lipman of the County and CHDC.
863\52\27?368.2
Ms. Sharon Anderson
August 26, 2003
Page 3
S. North Richmond I &B Single„ Family Hones --The County and Agency will be
requested our assistance in drafting documents for County and Agency financial assistance to
ensure that a portion of these homes are sold at affordable prices to low income households. The
nonprofit CHDC, an existing client of Goldfarb &Lipman, will be participating in the project by
marketing the affordable units and preparing and qualifying low income buyers for these units.
We are requesting Agency approval of joint representation by Goldfarb &Lipman of the ,agency
and CHDC.
6, Lakeview Apartments in Concord-The County has not yet approved funding for
this acquisition and rehabilitation project, sponsored by the nonprofit corporation Resources for
Community Development. If the County approves funding and requests our assistance in
preparing loan documents, we will need County consent to joint representation of the County and
the City of Concord, another Goldfarb &Lipman client which is also providing funding for the
project.
7. Herb White Way in Pittsburg—The County has requested our services in
preparing construction loan documents and first time homebuyer documents for this
homeownership project sponsored by Habitat for Humanity. The Pittsburg Redevelopment
Agency has also requested Goldfarb &Lipman assistance in preparing a resale restriction
agreement for use in this project. We are requesting County approval of joint representation by
Goldfarb &Lipman of the County and the Pittsburg Redevelopment Agency.
S. Willowbrook in Pinole - We have previously provided advice to the County
concerning first time homebuyer documents and resale restrictions currently in use for this
County'-assisted affordable homeownership project. BRIDGE Housing Corporation,the
nonprofit project developer, has now requested our assistance in redrafting these documents to
meet County concerns. We are requesting County approval of joint representation by Goldfarb
&Lipman of the County and BRIDGE Housing Corporation.
As attorneys, we are governed by specific rules relating to our representation of clients where we
have a financial relationship with more than one party in connection with the same matter.
According to Rules 3-310(A), (B), (C), and (E) of the Rules of Professional Conduct of the State
Bar of California, we must disclose certain information and obtain the written consent of the both
clients in order to represent both clients.
Because the interests of the County and/or Agency and the cities and nonprofit developers listed
above are potentially adverse, there is a potential conflict of interest for Goldfarb &Lipman. At
this point, we feel that we can competently represent the County and Agency and the other
parties listed above. There are,however, some consequences of joint representation that the
Countyand Agency should consider, and for which the advice of independent legal counsel
should be sought.
86312\171368.2
Ms. Sharon Anderson
August 26, 2003
Page 4
If any actual adverse interest develops among the County or Agency and another Goldfarb&
Lipman client, then we will have to determine whether we can continue our representation. If we
decide that the interests are too divergent and that we can no longer provide competent legal
representation to each of the respective interests, then we will have to withdraw from
representing any party in connection with this transaction.
Also, with joint representation, the County and/or Agency and the jointly represented client
waives the attorney-client privilege. This means that in the event of litigation between the
County or the Agency and another client in connection with a particular transaction, Goldfarb &
Lipman could be compelled to testify against a party and cannot.maintain confidentiality of
information among the County or Agency and the other represented.parties. Each of the parties
would, however, maintain the attorney-client privilege against other parties we are not
.representing.
B. Acknowledgement and Consent of Relationship with Other Parties to a Transaction
Goldfarb&Lipman requests County and Agency consent to Goldfarb &Lipman's
representation of the County and/or the Agency on the following projects. We are not requesting
approval of joint representation for these projects.
I. Garden Park AnMrtments in Pleasant Dill--The County has requested our services
in the preparation of loan documents for a CDBG and HOPWA loan for this acquisition and
rehabilitation project which is being co-developed by two non-profits: Contra Costa County
Interfaith Housing ("CCCIH") and Mercy Dousing California. We are not representing either of
these nonprofits on this project but we have a previous relationship with CCCIH regarding this
site (although CCCIPI are not a current client of ours) and we currently represent Mercy Housing
on various matters outside of Contra Costa County. We are requesting the County's
acknowledgement of these relationships with the nonprofits and waiver of any potential conflict
of interest.
2. Villa Amador in Brentwood—The County has requested our services in drafting
loan documents for a DOME Loan to Mercy Dousing California for this affordable rental
development. We will represent only the County on this transaction,but we currently represent
Mercy Housing on various matters outside of Contra Costa County. We are requesting the
County's acknowledgement of our relationship with Mercy Housing and waiver of any potential
conflict of interest.
3. Lakeview Apartments in Concord-This project is described in A.6 above in this
letter. The developer of this project is the nonprofit corporation Resources for Community
Development ("RCD"), Goldfarb&Lipman currently represents RCD on a HUD 202 senior
housing project in the City of Berkeley. If the County approves funding and requests our
assistance in preparing loan documents for the Lakeview Apartments, we will also need County
acknowledgement of our relationship with RCD and County waiver of any potential conflict of
interest with respect to RCI .
8631521171368.2
Ms. Sharon Anderson
August 26, 2003
Page 5
The interests of the County and the nonprofit developers listed above in Part B of this letter, with
respect to the projects listed above, are adverse; thus, there is a potential conflict of interest for
Goldfarb&Lipman. At this point, we feel that we can competently represent the County since
we are not representing the nonprofit developers on these.matters and have no special
information from there concerning these transactions. However, if an actual conflict between the
County and a nonprofit developer should arise related to a specific project,and if the issue of
dispute is substantially related to the same issue on which we have represented the nonprofit
developer in another transaction, then we would require the additional written consent of the
County and the nonprofit developer before we could continue to represent the County. In
addition., if we concluded that we could not competently or adequately represent the County's
interests in that situation, we would be obliged to withdraw as counsel for the County.
If, after considering the foregoing, you are willing to consent to Goldfarb&Lipman's
representation of the County and/or the Agency in connection with the transactions listed in Parts
A and B of this letter above, please sign and return to us the enclosed copy of this letter
acknowledging that the County and the Agency:
1. Have been advised of Rules 3-31.0 (A), (B), (C), and(E) with respect to the joint
representation of the respective interests described in Part A of this letter, and of the
consequences of joint representation, and agree to joint representation in connection with the
mattersdiscussed in Part A above; and
2. Have been advised that potential conflicts of interest exist in the matters described
in Part B of this letter and has been informed of the possible consequences of these conflicts, and
consents to Goldfarb& Lipman's representation of the County and/or the Agency in connection
with these matters.
If you have any questions regarding this letter, please call me before signing and returning the
enclosed copy of this letter.
Sincerely,
POLLY V. MARSHALL
cc: Jim Kennedy—Contra Costa County Redevelopment Agency (via U.S. Mail)
Kara Douglas--Contra Costa County(via U.S. Mail)
Beth Lee—Contra Costa County Redevelopment Agency (via U.S. Mail)
Our File: 863/01
863\52»71368.2
CONSENT
1. Goldfarb &Lipman has apprised the County and Agency of Rules 3-310 (A),
(B), (C), and (E) with respect to the joint representation of the respective interests
described in Part A of this letter, and of the consequences of joint representation, and the
County and Agency agree to joint representation in connection with the matters
discussed in Part A of this letter, and
2. Goldfarb &Lipman has apprised the County and Agency that potential conflicts
of interest exist in the matters described in Part B of this letter and has informed the
County and Agency of the possible consequences of these conflicts, and the County and
Agency consent to Goldfarb &Lipman's representation of the County and/or Agency in
connection with these matters.
The County and Agency understand that they have the right to seek independent counsel
before signing this consent or at any future time.
Dated: CONTRA COSTA COUNTY, a political
subdivision of the State of California
By:
Sharon Anderson
Chief Assistant County Counsel
CONTRA COSTA COUNTY
REDEVELOPMENT AGENCY, a public
bond corporate and politic
By:
Sharon Anderson
Chief Assistant County Counsel
863\52\171368.2