April 4, 2022
Joseph H. McDougall
City Attorney
City of Burbank
275 East Olive Avenue
Burbank, CA 91502
Sylvia Moreno
Executive Director
Burbank Housing Corporation
1819 Grismer Avenue
Burbank, CA 91504
Re:
Consents to Potential Conflict of Interest – City of Burbank and Burbank Housing Corporation
Dear Mr. McDougall and Ms. Moreno:
We write this letter to request the consents of the City of Burbank (the "City") and Burbank Housing Corporation ("BHC") (collectively, the "Parties") to Goldfarb & Lipman LLP's ("Goldfarb & Lipman's") representation of BHC. Specifically, Goldfarb & Lipman would represent BHC in restructuring the Master Loan Agreement between the City and BHC and drafting and reviewing required legal documents to implement any restructured agreement as well advising BHC regarding the potential restructure for its transitional housing units (the "Restructure Proposal") .
The specific purpose of this letter is to advise you of a potential conflict of interest of Goldfarb & Lipman due to the past relationship that Goldfarb & Lipman had with the City and the proposed representation of BHC in the Restructure Proposal as described below. To 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 in this matter.
I. 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.
ATTACHMENT 1
City of Burbank
Burbank Housing Corporation
April 4, 2022
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.
II. Potential Conflict of Interest.
While we are unaware of any current conflict of interest created by our existing relationships described in Section I above in relation to the Restructure Proposal, 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 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 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, but due to our duty of confidentiality and loyalty, we would be unable to disclose such information to BHC. At this time, we do not believe that there is an actual conflict of interest for Goldfarb & Lipman, in that our past work for the City was unrelated to the Restructure Proposal, and we believe that we can competently represent BHC in this Restructure Proposal 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.
However, if an actual conflict should arise related to the Restructure Proposal in which: (i) the interest of BHC is now adverse to the interest of the City, 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 this Restructure Proposal is substantially related to the same issue in which we have represented the City in other matters; or (iii) we have obtained any confidential information from the City that is material to our representation of BHC, we would need to determine if we could continue to represent BHC in relation to the Restructure Proposal. 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 in the manner outlined above, please sign and return the attached consent form (i) acknowledging that you have been advised of Goldfarb & City of Burbank
Burbank Housing Corporation
April 4, 2022
Lipman's past and proposed relationships with each of you; (ii) acknowledging that you have been advised to Rules 1.1, 1.4, 1.6, 1.7, 1.8.2., 1.9 and 1.10 and the potential conflict of interest associated with our representation of BHC regarding the Restructure Proposal; and (iii) that you nevertheless consent to our representation of BHC in connection with the Restructure Proposal.
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 Formerly Representing the City
Lynn Hutchins
Attorney Representing BHC