goldfarb 1300 Clay Street, Eleventh Floor
lipman Oakland, California 94612
attorneys 510 836-6336
M David Kroot May 10, 2022
Lynn Hutchins via email
Karen M. Tiedemann
Thomas H. Webber
Joseph H. McDougall Sylvia Moreno
Dianne Jackson McLean
City Attorney Executive Director
Michelle D. Brewer
City of Burbank Burbank Housing Corporation
Robert C. Mills 275 East Olive Avenue 1819 Grismer Avenue Isabel L. Brown Burbank, CA 91502 Burbank, CA 91504
James T. Diamond, Jr.
Margaret F. Jung
Heather J. Gould Re: Consents to Potential Conflict of Interest - City of Burbank and Burbank William F. DiCamillo Housing Corporation
Amy DeVaudreuil
Barbara E. Kautz
Dear Mr. McDougall and Ms. Moreno:
Rafael Yaquián
Celia W. Lee We write this letter to request the consents of the City of Burbank (the "City") and Dolores Bastian Dalton Burbank Housing Corporation ("BHC") (collectively, the "Parties") to Goldfarb & Joshua J. Mason Lipman LLP's ("Goldfarb & Lipman"') representation of BHC and to Goldfarb & Jeffrey A. Streiffer Lipman's representation of the City regarding separate matters. Specifically, Goldfarb & Lipman would represent BHC in restructuring the Master Loan Agreement between Elizabeth R. Klueck
the City and BHC and drafting and reviewing required legal documents to implement Jhaila R. Brown
any restructured agreement as well advising BHC regarding the potential restructure Gabrielle B. Janssens
for its transitional housing units (the "Restructure Proposal"). Goldfarb & Lipman Rye P. Murphy would represent the City regarding land use laws related to housing and may represent Benjamin Funk the City regarding litigation involving state land use laws (the "Land Use Aileen T. Nguyen Representation"). However, Goldfarb & Lipman would not represent either the City Katie Dahlinghaus or BHC regarding land use matters involving BHC and the City of Burbank.
Nazanin Salehi
The specific purpose of this letter is to advise you of a potential conflict of interest of Erin C. Lapeyrolerie
Goldfarb & Lipman due to the proposed Land Use Representation of the City and the Minda Bautista Hickey
proposed representation of BHC in the Restructure Proposal as described below. To Connor T. Kratz
undertake this representation, we are required to (1) disclose in writing our relationships with each of you, and (2) obtain the informed written consent of each of you to such potential conflict of interest, as described in this letter. We believe that we will be able to provide competent and diligent representation to BHC and the City Los Angeles in this matter.
213 627-6336
San Diego
619 239-6336
Goldfarb & Lipman LLP
1824\01\3212835.3
City of Burbank
Burbank Housing Corporation
May 10, 2022
1. Existing Relationships.
The City was a past client of Goldfarb & Lipman. We formerly represented the City regarding fair housing issues related to group homes and assisted with review of a density bonus application. We last completed work for the City in January 2018. We have not represented the City regarding the Master Loan Agreement nor in regard to any loan agreements or transitional housing issues. Our proposed representation of the City would involve advice provided in regard to land use planning laws, especially those related to approval of housing development projects, and possible representation of the City in litigation involving state land use laws, in particular regarding Pickwick Investment LLC v. City of Burbank.
BHC would be a new client of Goldfarb & Lipman. Goldfarb & Lipman has not represented BHC in the past, specifically not in relation to its loan agreements with the City or its transitional housing unit program. We have not represented BHC regarding land use and entitlement matters.
II. Potential Conflict of Interest.
While we are unaware of any current conflict of interest created by the relationships described in Section I above in relation to the Restructure Proposal and Land Use Representation, as attorneys, we are governed by specific rules relating to our representation of clients when potential conflicts of interest exist. We must disclose certain information and obtain the informed written consents of each of you to represent BHC in connection with the Restructure Proposal and to represent the City in connection with the Land Use Representation as described in this letter, in accordance with Rules 1.1, 1.4, 1.6, 1.7, 1.8.2., 1.9 and 1.10 of the Rules of Professional Conduct of the State Bar of California (the "CRPC").
Our representation of BHC in connection with the Restructure Proposal and of the City in connection with the Land Use Representation could potentially create a conflict of interest for Goldfarb & Lipman related to, among other matters, information that we have regarding the City that could be relevant to the Restructure Proposal, or information that we have regarding BHO that could be relevant to our Land Use Representation, but due to our duty of confidentiality and loyalty, we would be unable to disclose such information to BHC or the City. At this time, we do not believe that there is an actual conflict of interest for Goldfarb & Lipman, in that our past and future work for the City was and is unrelated to the Restructure Proposal, and our proposed work for BHC is unrelated to the Land Use Representation, and we believe that we can competently represent BHC in this Restructure Proposal and to the City in the Land Use Representation and still maintain our independent judgment and duty of loyalty to each of you in unrelated matters. In addition, we do not believe that we have obtained any confidential information from the City which is material to our proposed representation of BHC in the Restructure Proposal or from BHC which is material to our proposed representation of the City in the Land Use Representation.
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City of Burbank
Burbank Housing Corporation
May 10, 2022
However, if an actual conflict should arise related to the Restructure Proposal or the Land Use Representation in which: (i) the interest of BHC is now adverse to the interest of the City, or the interest of the City is now adverse to the interest of BHC, that would affect our independent judgment and our duty of loyalty to each of you in the unrelated matters; (ii) the issue of dispute in the Restructure Proposal or Land Use Representation is substantially related to the same issue in which we represent the City or BHC in other matters; or (iii) we have obtained any confidential information from the City that is material to our representation of BHC, or any confidential information from BHC that is material to our representation of the City, we would need to determine if we could continue to represent BHC in relation to the Restructure Proposal or to represent the City in relation to the Land Use Representation. In reaching our decision, we would first need to determine if we could competently continue such representation, notwithstanding the adversity, and after such determination, we would further need to obtain the informed written consent of each of you.
III. Informed Written Consent.
You should thoroughly review and consider the matters discussed in this letter and consider seeking independent counsel before providing your consent. If, after such review, each of you consents to Goldfarb & Lipman representing BHC and the City in the manner outlined above, please sign and return the attached consent form (i) acknowledging that you have been advised that oland e beemani pettand proposed relationship with ach and did anackhe podging. conflict of interest associated with our representation of BHC regarding the Restructure Proposal and our representation of the City regarding the Land Use Representation; and (iii) that you nevertheless consent to our representation of BHC in connection with the Restructure Proposal and to our representation of the City regarding the Land Use Representation.
If you have any questions regarding this letter or our representation of each of you, please call us before signing and returning the enclosed copy of this letter.
Sincerely,
Barbara E. Kautz
Attorney Representing the City
Gymn Hatching
Lynn Hutchins
Attorney Representing BHC
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City of Burbank
Burbank Housing Corporation
May 10, 2022
CONSENT
Goldfarb & Lipman has explained to each of you: (i) Goldfarb & Lipman's past and proposed relationships with each of you, and (ii) CRPC Rules 1.1, 1.4, 1.6, 1.7, 1.8.2., 1.9 and
1.10 and the potential conflict of interest in relation to Goldfarb & Lipman's proposed representation of BHC regarding the Restructure Proposal and proposed representation of the City regarding the Land Use Representation and the possible consequences of this conflict. Each of the undersigned nevertheless gives approval to Goldfarb & Lipman regarding the Restructure Proposal and Land Use Representation as described in this letter.
We understand that we have the right to seek independent counsel before signing this consent or at any future time.
Dated: CITY OF BURBANK
By:
Joseph H. McDougall
City Attorney
Dated: BURBANK HOUSING CORPORATION
By:
Sylvia Moreno
Executive Director
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2180-BHC