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HomeMy WebLinkAboutMINUTES - 04042006 - C.90 TO: BOARD OF SUPERVISORS Contra Costa FROM: Silvano B. Marchesi, County Counsel County DATE: April 4, 2006 SUBJECT: Consent To Joint Representation by Goldfarb & Lipman C. •� O 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, or 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 June 21, 2005 for the period July 1, 2005 through June 30 2006. Because 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 SIGNATURE?Jj'""' L.--RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE ✓/APPROVE OTHER r SIGNATURE (S): ACTION OF BOP o � APPROVED AS RECOMMENDE 1/ OT ER VO/TE OF SUPERVISORS V/ UNANIMOUS (ABSENT ) AYES: NOES: ABSENT: ABSTAIN: IHEREBY CERTIFY THAT THIS IS A TRUE AND CORRECT COPY OF AN ACTION TAKEN AND ENTERED N THE MINUTES OF THE BOARD OF i SUPERVISORS ON THE DATE SHOWN. ATTESTED Q"L 4. XY2 cc: Contact: Jim Kennedy, Redevelopment JOHN 6. CULLEN, CLERK OF THE BOARD (335-1255) OF SUPERVISORS AND COUNTY Goldfarb & Lipman (via County Counsel) ADMINISTRATOR County Administrator County Counsel BY LC DEPUTY J:\SANDE\CONTRACT\Goldfarb&Li pm anConsentToJointRepB O2006.wpd g o l d f a r b 1300 Clay Street, Ninth Floor I i pma n Oakland, California 94612 attorneys 510 836-6336 M David Kroot February 14, 2006 Lee C. Rosenthal VIA U. S. MAIL John T. Nagle Sharon Anderson, Esq. Polly V. Marshall Chief Assistant County Counsel Lynn Hutchins Contra Costa County Karen M. Tiedemann County Administration Bldg. Thomas H. Webber 651 Pirie St., 9th Floor John T. Hoygood Martinez, CA 94553 Dianne Jackson McLean Re: Joint Representation and Potential Conflicts of Interest Michelle D. Brewer in the Provision of Legal Services to the County Jennifer K. Bell Robert C. Mills Dear Sharon: Isabel L. Brown This letter requests the consent of the County of Contra Costa (the "County") and the James T. Diamond, Jr. Contra Costa County Redevelopment Agency (the "Agency")to legal representation by William F. DiCamillo Goldfarb & Lipman LLP on various projects in which our law firm will either provide Margaret F. Jung joint representation to the County or Agency and another public agency or nonprofit Emily B. Longfellow corporation or in which Goldfarb & Lipman will represent the County or Agency in a situation in which our firm has an attorney/client relationship with a nonprofit developer Heather J. Gould on another transaction outside of the County. Juliet E. Cox Amy DeVoudreuil Because of the specific nature of our work for the County and the Agency on affordable Barbara E. Kautz housing and redevelopment projects, and because Goldfarb & Lipman's concentration Luis A. Rodriguez of 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 one party on complicated redevelopment or housing transactions. We have successfully represented the County and the Agency for over 20 years, including numerous instances in which we may also have represented a local city or redevelopment agency or nonprofit housing developer. We greatly value our relationship with the County and the Agency, and hope to continue working together for many years to come. For your convenience, I have described in Part A below all upcoming projects for which we are requesting County consent to joint representation. Part B lists projects where we Facsimile are disclosing attorney/client relationships on other matters. 510 836-1035 San Francisco This letter supplements our letters sent in August of 2003 and August of 2004, 415 788-6336 requesting County and Agency consent to joint representation on other projects, some Los Angeles of which have been completed and some of which are ongoing. 213 627-6336 Goldfarb& Lipman LLP 863\01\320797.2 Sharon Anderson, Esq. February 14, 2006 Page 2 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. However, 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. 1. West Rivertown II Apartments—The City of Antioch Redevelopment Agency has requested our services in the preparation of a disposition and development agreement and loan documents for a redevelopment agency loan for this 40-unit new construction apartment project which is being developed by the non-profit developer Eden Housing. We are not representing Eden Housing on this project. The County is considering providing HOME funding for this project. In the event the County approves funding for this project, we are requesting County approval of joint representation by Goldfarb & Lipman of the County and the City of Antioch Redevelopment Agency. 2. East Leland Family Housing, Pittsburg—The City of Pittsburg Redevelopment Agency has requested our services in the preparation of a disposition and development agreement and loan documents for a redevelopment agency loan for this 63-unit new construction apartment project which is being developed by the non-profit developer Mercy Housing. We are not representing Mercy Housing on this project. The County is considering providing HOME funding for this project. In the event the County approves funding for this project, we are requesting County approval of joint representation by Goldfarb & Lipman of the County and the City of Antioch Redevelopment Agency. 3. Railroad Gateway Mixed Use Development, Pittsburg - The City of Pittsburg Redevelopment Agency has requested our services in the preparation of a disposition and development agreement and loan documents for a redevelopment agency loan for this 28-unit housing/retail/and office mixed-used development in Pittsburg by the for-profit developer Domas Development. We have no client relationship with Domas Development. The County will be issuing bonds to provide financing for this project. We are requesting County approval of joint representation by Goldfarb & Lipman of the County and the City of Pittsburg Redevelopment Agency. 4. Neighborhood House Hope Project in Richmond—The City of Richmond has requested our services in the preparation of loan documents for this 11-unit transitional housing rehabilitation project which is being developed in the City of Richmond by the non-profit developer Neighborhood House of North Richmond. We are not representing Neighborhood House of North Richmond on this project. The County is considering providing HOME or CDBG funding for this project. In the event the County approves funding for this project, we are 863\01\320797.2 Sharon Anderson, Esq. February 14, 2006 Page 3 requesting County approval of joint representation by Goldfarb &Lipman of the County and the City of Richmond. 5. Mt. Diablo Habitat for Humanity Project in Pittsburg—The City of Pittsburg Redevelopment Agency has requested our services in the preparation of a disposition and development agreement for the development of three single family residential units being developed by the non-profit developer Mt. Diablo Habitat for Humanity. The County is considering providing HOME funding for this project. In the event the County approves funding for this project, we are requesting County approval of joint representation by Goldfarb & Lipman of the County and the City of Pittsburg Redevelopment Agency for the Habitat project in Pittsburg. Because the interests of the County, the City of Antioch Redevelopment Agency, City of Richmond, and the City of Pittsburg Redevelopment Agency 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 There are several other pending projects in the County where we are not requesting approval of joint representation, but instead we wish to disclose to.the County and the Agency that Goldfarb & Lipman has a client relationship with one of the parties on an unrelated matter. These projects are described in this Part B. 1. Villa Amador Apartments in Brentwood—The County has requested our services in the preparation of loan documents for a HOME loan for this new construction project which is being developed by the non-profit developer Mercy Housing California. We are not representing Mercy Housing California on this project but we currently represent Mercy Housing California on various matters outside of Contra Costa County. We are requesting the County's 863\01\320797.2 Sharon Anderson, Esq. February 14, 2006 Page 4 acknowledgement of this relationship with Mercy Housing California and waiver of any potential conflict of interest. 2. Villa Vasconcellos Apartments in Walnut Creek—The County has requested our services in the preparation of loan documents for a HOME and HOPWA loan for this new construction project which is being developed by the non-profit developer RCD. We are not representing RCD on this project but we currently represent RCD on various matters outside of Contra Costa County. We are requesting the County's acknowledgement of this relationship with RCD and waiver of any potential conflict of interest. 3. Mount Diablo Habitat for Humanity Homebuyer Loan and Resale Documents (multiple projects)—Mount Diablo Habitat for Humanity has requested our services in revising the loan and resale restriction documents to be executed between Habitat homebuyers and Habitat on multiple projects where the County and/or Agency is also providing funding or property and will also execute documents with homebuyers and with Habitat (including in Pittsburg, Walnut Creek, and Bay Point). Although we are not representing Habitat in its transactions with the County or Agency on these projects, so we are not requesting approval of joint representation, we are requesting County and Agency consent to our work with Habitat on the homebuyer documents, since Habitat wishes to use these documents on County-funded and Agency-assisted projects. 4. Casa Montego Il, Walnut Creek— Satellite Housing is requesting a loan of HOME funds from the County for the new construction of 33 units of senior housing in Walnut Creek. We are not representing Satellite Housing on this project, but we wish to disclose to the County that we are representing Satellite Housing on a HUD 202 final closing of a senior housing project in the City of Fremont and on the refinancing and rehabilitation of two existing low-income housing developments in the City of Oakland. We are requesting County acknowledgment of this relationship and waiver of any potential conflict of interest. 5. San Ramon Senior Housing, San Ramon - Satellite Housing has submitted a proposal to borrow County funds to purchase excess property from a church in San Ramon to construct up to 140 units of senior housing. We are not representing Satellite Housing on this project but, as disclosed above, we currently represent both entities on various matters outside of Contra Costa County. We are requesting the County's acknowledgement of these relationships with Satellite Housing and Eden Housing and waiver of any potential conflict of interest. 6. West Rivertown II Apartments in Antioch - This project is described above in Section A. We also wish to disclose to the County that, although we will not represent Eden Housing, the nonprofit developer on this project, we are representing Eden Housing on a tax- exemption application for a housing development in San Jose. We are requesting County acknowledgment of this relationship and waiver of any potential conflict of interest. 7. East Leland Family Housing, Pittsburg -This project is described above in Section A. We also wish to disclose to the County that, although we will not represent Mercy Housing, the nonprofit developer on this project, we are representing Mercy Housing on other 863\011320797.2 Sharon Anderson, Esq. February 14, 2006 Page 5 unrelated matters outside of Contra Costa County. We are requesting County acknowledgment of this relationship and waiver of any potential conflict of interest. The interests of the County and/or Agency 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 developer on these projects and have no special information from them concerning these transactions. However, if an actual conflict between the County or Agency 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 or Agency and the nonprofit developer before we could continue to represent the County or Agency. 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 or Agency. 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 Agency: 1. Have 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. 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 consent 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 POLL Y V. MARSHALL i cc: James Kennedy— Contra Costa County Redevelopment Agency(via U.S. Mail) Kara Douglas— Contra Costa County (via U.S. Mail) 8631011320797.2 CONSENT 1. Goldfarb & Lipman LLP 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 LLP has apprised the County and Agency that a potential conflict of interest exists in the matter described in Part B of this letter and has informed the County and Agency of the possible consequences of this conflict, and the County and Agency consent 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 and CONTRA COSTA COUNTY REDEVELOPMENT Agency, a public body, corporate and politic By: Sharon Anderson Chief Assistant County Counsel 863\01\320797.2