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HomeMy WebLinkAboutMINUTES - 11022004 - C66 TO: BOARD OF SUPERVISORS Contra FROM: Silvano B. Marchesi, County Counsel CostaBy: Sharon L. Anderson, Chief Assistant ,.. County Counsel r DATE: November 2, 2004 County SUBJECT: Consent to Joint Representation by Goldfarb & Li man cb� SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION RECOMMENDATIONS CONSENT to joint representation of Contra Costa County by Goldfarb & Lipman on various, specified projects in which the law firm will either provide joint representation to the County and another public agency or nonprofit corporation or developer with which the law firm also has an attorney-client relationship. 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 July 27, 2004 for the period July 1, 2004 through June 30, 2005. 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, disclosing existing attorney-client relationships, and requesting the County's acknowledgment and consent. CONTINUED ON ATTACHMENT: - YES SICNATUR� ------------ ------------- <. `R'ECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDOARD CMl EE —APPROVE OTHER r� IGNATURE(S) ON'i' i. ": f `Yid hf3f'ROVE AS RECOMMENDED OTHER w-ACTION OF BOARD VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A TRUE AND CORRECT COPY OF AN ACTION TAKEN UNANIMOUS{ABSENT #g` `# } AND ENTERED ON THE MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE AYES: NOES: SHOWN. ABSENT: ABSTAIN: ATTESTED € ; . , tet . CC: CONTACT:Jim Kennedy,Redevelopment JOHN SWEETEN,CLERK OF TH D (335-1255) OF SUPERVISORS AND COUNTY Goldfarb&Lipman(via County Counsel) ADMINISTRATOR County Administrator County Counsel Y BY `' ,lc �;. <i- DEPUTY 1:\JOANN\sla\Soldfarb bd memo.wpd The Law Offices of 1300 Cluy Street f�C T C3 2004 Ninth Floor City Center Plaza CC?I.ISV-rpt 001U'aS'E-L Oakland California 94612 M David K.root October 4, 2004 VIA U.S. MAIL Lee C.Rosenthal John T.Nagle Polly V.Marshall Ms. Sharon Anderson Lynn Hutchins Chief Assistant County Counsel Richard A.3udd Contra Costa County County Administration Bldg. Faxen M.Tiedemann 6151 Pine St., 9t,Floor Thomas H.Webber Martinez, CA 94553 Johrt T.Haygood Dianne Jackson McLean Re: Joint?representation and Potential Conflicts of Interest in the Michelle D,Brewer Provision of Legal Services to the County Jerznifer K.Bell Dear Sharon. Carolyn A.Gold Robert C.Mils As we have discussed, this letter requests the consent of the County of Contra Costa (the Isabel L.Brown "County") to legal representation by Goldfarb & Lipman on various projects in which Claudia J.Martin our law firm will either provide joint representation to the County and another public agency or nonprofit corporation or in which Goldfarb &.Lipman will represent the V�.l a.r F.T iCarziillo County in a situation in which our firm has an attomeylclient relationship with a Rafael Mandelman nonprofit developer on another transaction outside of the County. iAargaret F.Jung >•;rrily B.Longfellow Because of the specific nature of our work for the County and the Agency on affordable Heather J.Gould housing and redevelopment projects, and because Goldfarb & Lipman's concentration of Amy L')evaudreuil work is in affordable housing and redevelopment,it is fairly common for us, with the informed consent of all involved, to have attorney/client relationships with more than Barbara .Kau=z one party on complicated redevelopment or housing transactions. We have successfully represented the County and County Redevelopment Agency (the "Agency") for over Retired twenty (20) years, including numerous instances in which we may also have represented Steven H.Goldfarb a local city or redevelopment agency or nonprofit housing developer. We greatly value Barry R.Lipman, our relationship with the County and the Agency, and hope to continue working together for many years to come. Oakland 530 836-6336 510 836-1035 FAX San Francisco 415 788-6336, Los Angeles 213 627-633f, Ms. Sharon Anderson October 4, 2004 Page 2 For your convenience, I have listed and described below all upcoming projects for which we are requesting County 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. This letter: supplements our letter dated August 26, 2003, requesting County and Agency consent to joint representation on other projects, some of which have been completed and some of which are ongoing. 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. I. Runzrill Place Refinance—The County has an outstanding CDBG/HOIVIE loan on this thirty-two (32)-unit affordable housing project in the City of San Pablo. Oakland Community Dousing, Inc. (°"OCHI"), the nonprofit developer, and its affiliates Lao Park Housing Corporation and Lao Park Associates have retained Goldfarb &Lipman to represent it in the refinance of its existing Citibank.permanent loan with a new increased Citibank first mortgage loan. The County has also requested Goldfarb &Lipman representation in connection with the refinance, which will involve subordination of the existing County loan documents to the new Citibank. loan documents. Goldfarb &Lipman represented both OCHI and the County on the original financing of this development. We are requesting County approval of joint representation by Goldfarb &Lipman of the County, OCHI, and.Lao Park Associates in connection with the refinancing. 2. Emergency Smelter and Resource Center in Richmond—The County has requested our services in preparing CDBG loan documents for this emergency shelter and resource center project in the City of Richmond. The project is sponsored by two (2) nonprofits, the Greater Richmond Interfaith Project and OCHI, and the City of Richmond is providing HOME funding for the project. Goldfarb and Lipman has longstanding relationships with the City of Richmond and OCHI, and is likely to be requested to provide services to both the City and OCM in connection with this project. We are requesting County approval of joint representation by Goldfarb &Lipman of the County, the City of Richmond, and OCHI. 3. MacDonald Plaza in Richmond—Community Development Corporation of North Richmond, a nonprofit corporation and longstanding client of Goldfarb and Lipman, has retained us to assist thein with this twenty (20)-unit supportive housing project in the City of Richmond. The County is considering providing HOPWA and.HONE funding for this project. The City of Richmond and: the Richmond Redevelopment Agency, both of whom are also clients of Goldfarb & Lipman, may also provide assistance to the project. In the event the County approves funding 863\01\181509.3 Ms. Sharon Anderson October 4, 2004 Wage 3 for this project, we are requesting County approval of joint representation by Goldfarb &Lipman of the County, CI3DC, and the City of Richmond and the Richmond Redevelopment.Agency. 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 sage 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 bout clients in order to represent both clients. Because the interests of the County and the City 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 the other parties listed above. There are, however, some consequences of joint representation that the County should consider, and for which the advice of independent legal counsel should be sought. if any actual adverse interest develops among the County 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 the jointly represented client waives the attorney- client privilege. This means that in the event of litigation between the County 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 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 consent to Goldfarb &Lipman's representation of the County on the following project. We are riot requesting approval of joint representation for this project. 1. Giant Road Apartments in San Pablo—The County has requested our services in the preparation of loan documents for a CDBG and HOME loan for this new construction project which is being developed by the non-profit developer EBALDC. We are not representing EBALDC on this project but we currently represent EBALDC on various matters outside of Contra Costa County. We are requesting the County's acknowledgement of this relationship with EBALDC and waiver of any potential conflict of interest. The interests of the County and the nonprofit developer 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 developer on this ?natter and have no special infoin ation 863\01A181509,3 Ms. Sharon Anderson October 4, 2004 Page 4 from it concerning this transaction. However, if an actual conflict between the County and the 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 in connection with the transactions listed in Parts A and l3 of this letter above, please sign and return to us the enclosed copy of this letter acknowledging that the County. 1. Has been advised.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 agree to joint representation in connection with the matters discussed in Part A above; and 2. Has 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 in connection with these matters. C. Additional Disclosure 1. Faithworks and County Housing Trust Fund—Faithworks has been requested by the County to study proposals to establish a Housing Trust Fund to fund affordable housing projects in the County. Faithworks has retained David Rosen and Associates to provide consulting services in connection with this proposal., and David loosen and Associates has subcontracted with Goldfarb & Lipman to provide legal analysis of various funding proposals. Although,this situation does not present a potential conflict of interest for Goldfarb & Lipman, we wanted to disclose our involvement to the County. 863\01\181509.3 Ms. Sharon Anderson October 4, 2004 Page S If you have any questions regarding this letter, please call nye before signing and returning the enclosed copy of this leiter. Sincerely, POL.LY V. MARSHALL cc: Jim Kennedy—Contra Costa County Redevelopment Agency(via L.S. bail) Kara Douglas—Contra Costa County(via U.S. Mair Our File: 863/01. 863\Qm1m 8m5t?9.3 CONSENT 1. Goldfarb &Lipman has apprised the County 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 agrees to joint representation in connection with the matters discussed in Part A of this letter: and 2. Goldfarb &Lipman has apprised the County that a potential conflict of interest exists in the matter described in:Dart B of this letter and has informed the County of the possible consequences of this conflict, and the County consents to Goldfarb &Lipman's representation of the County in connection with these matters. The County understands that it has 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 Andersen Chief Assistant County Counsel