Recommendation to Provide Direction to the City Attorney to Consent, Modify or Reject Law Firm Goldfarb Lipman’s Request to Waive Conflicts of Interest In Connection with Goldfarb’s Legal Representation of the City of Alameda and the Housing Authority of the City of Alameda. (City Attorney)
Whitman's request to waive conflicts of interest in connection with his legal representation of the City of Alameda and the housing authority of the City of Alameda. And is that you, Mr. Roush, or it. Is, Madam Chair. Great. Take it away. Thank you. Marin Counsel Michael Roush on behalf of the City Attorney's Office in Alameda. This is an item where our office is requesting a direction from the city council as to whether or not to waive a conflict of interest between the. GOLDMAN I'm sorry. GOLDFARB The law firm and the city and the city of Alameda. It just comes up rarely. But it happened here because that firm happens to represent the housing authority on a number of different issues, including some discussions we are going to have with the housing authority about an amendment to the Housing Services Agreement, but they also represent the Housing Authority and some other matters as well from time to time. And in addition, the firm also represents or has contracted with the city to provide legal advice and assistance with respect to a number of housing projects that the city is involved in. So because under the professional rules of responsibility, there is the actual conflict between what the firm might provide to the housing authority on the housing authority matters and the advice that they would be providing to the city. On what I call the transactional matters, we're requesting the Council to consider whether to grant a waiver of conflict as a practical matter. Different attorneys are involved on the housing authority side versus the city side, and the firm has certainly has agreed to and will set up an ethical wall so that there isn't any conflict. There's no inter relationship or interface between the attorneys providing assistance on the city side and the attorneys providing assistance on the housing authority side. So the matters before you and we'll be glad to answer any questions regarding this matter. Thank you, Mr. Roush. And do we have any public comment on this item? There are no public comments on this. Okay. So, Counselor, any clarifying questions? No clarifying question. Any discussion, Mr. Modi? Oh, thank you, sir. I had one. So is there a similar waiver signed by the Housing Authority? The goal from the answer is yes. There would be a conflict both ways. I mean, a conflict way or both ways. And and this is Debbie Porter. And I just like Debbie say that this ties in sort of high housing authority board of commissioners last Wednesday approved the their way their approval of the. Conflict. Waiver. So the board of commissioners has already taken action on this item. Thank you. Okay. That's good to know. Mr. Eddie, back to you. All right, Doctor. Thank you. That's it. Okay. And if I might note, I believe we've lost John. Oh, we've lost John. That's. You're right. Texted me or anything, so I'm not sure what happened. Okay. Let me text him really quickly. Oh, he's coming back. He's back. He's coming back. He's on his way back. There he is. Okay. Okay. Welcome back, Mr. Knox. Can you hear us? I can. I lost the audio, so I will and we will continue. All right. So did you hear Mr. Roche's discussion? No. That you've read this staff report? I have, yes. Do you have any questions and clarifying questions? Any comments? I do not. So Mr. Potter is joining us and she let us know that last week the Housing Authority Board voted to waive the contract from their side and. Okay. So any other questions, comments, or do I have a motion? Someone raise your hand and we can proceed. Did you decide? Yes. I'd like to move. Staff recommendation. All right. We have a motion to have a second. That's guys getting heavy. Is anyone going to second this? I will second it for discussion. And like I'd like to I quite honestly, after reading the staff report, was hoping to hear from my more legally minded council member colleagues about pros and cons of this a little bit. You wanted to hear from me, legal advice from your colleagues rather than the city attorney? I just wanted to hear from other council members. Yeah. To hear from other. As I can hear you and of L.A.. Yeah. Okay. Um, I. I've discussed this with the city attorney's office, and I am satisfied with the procedures put in place. So, Councilor Verity, did you want to add anything further? Pneumonia. Huh? Either of you. Councilmember Vela. So I get the article while I understand that there can be different attorneys involved. I'm just wary. There's a number of different law firms that are available that we work with and that are available to help on various issues. And because of the types of issues that we're going to be in talks with the housing authority on, I think, you know, I'm not comfortable with this waiver at this time. Well, this isn't to say that I think that anyone involved would be asking acting unethically, but I am concerned about providing a waiver. And if there is an issue in the talks that we're having coming up, just the fact that the same firm is involved. I think there's a number of other firms that we have on retainer and that we can work with. And I would hope that we can. Work with one of those. Instead. Thank you. Do Mr. Roush or Mr. even want to address? Do you think Mr. San want to? I don't know if we still have Mr. Sand with us, but Mr. Ash, do you want to. Just address that? So, Madam Chair, it's even said. I just want to tell you that I'm still on. I'm just not on audio. You're not on video. And I hope I get clarification. I'm sorry I'm not on video. Is that council member that was just just. Mr.. Sorry date time. I'm sorry. I, I completely sympathize. And then maybe your voice. Yeah, right. We're going to hire Devin as our outside counsel for that. But I just want to make sure I heard Councilmember Avella correctly, which is that Councilmember Valley's preference is that the city engage different counsel. It was asked was that the gist of the comment? Yeah. That's basically I'm not comfortable with the waiver just because I would hope that with with all of the parties involved, just the appearance of it. I think with the discussions that we're going to be undertaking, I would hope that we could engage different attorneys rather than attorneys from the same firm. I do want to let the counsel know that if the counsel does decline the waiver, what is more likely to happen is that the housing authority would engage different counsel, and that's probably practically what likely would happen. But we don't. Know about you. And why is that? Mr.. Mr.. SPENCER Whoa. Whoa, whoa. Because at this moment, Goldfarb is providing very, very limited services to the city. On the other hand, their services are ongoing with the city. They have advised Alameda Point for many years, and so their knowledge is fairly valuable. On the other hand, we don't have immediate need for Goldfarb to do any specific work right away. On the other hand, I think the housing authority needs. Housing Authority needs. GOLDFARB to sort of be engaged right away. So I think decline of the conflict we have at this moment will probably result in Goldfarb being hired and not being hired by the Housing Authority. I'm, of course, just speculating. I don't know what exactly they would do, but that's my understanding. I'm going to limit myself, and I apologize. For that so that I don't apologize for that. That's great. Okay. So that was that was helpful to know. And just really, I think you had had your hand up, correct? Oh, thank you, Madam Mayor. It was nice to get to see little, little children at our meetings or at least hear them. So I. Appreciate that. Yeah, I'm kind of a I'm not ready to support this now. That doesn't mean I couldn't in the future, but I know that the city manager is working on a response to a referral that's probably taking a lower priority now. And, you know, I'm just not I'm not quite comfortable with it. So I'm going to abstain on this one and vote no. But I'm not ready to vote yes. Yes. Um, let me and Mr. Levitt, please. And Debbie Debbie Potter might want to comment on this, but one of the reasons it's coming to you at this point is because those meetings that Councilmember Odie is referring to of what we're trying to move forward with and do I don't know if you call mediation, but trying to work through a series of meetings with ourselves , the Housing Authority and Feeds and the Renters Coalition with with all of those parties. One of the reasons that this is coming to you is because the housing authority, at least in one meeting, what to say, maybe not in that particular set of meetings, but another meeting had one of their attorneys there. And so that's part of what I think brought this to the urgency. And so that's what they held up, not necessarily just the mediation process, but some other things that we're working with the housing authority on that maybe Debbie Debbie could expand on this because I'm not sure what would occur under a normal circumstance. I. I could see the hesitancy and in doing a waving, I'm doing this action. But in this because this is their main attorney, it does create a little bit more of a dilemma for us. Okay. Sounds like it. I'll let you go ahead. Okay. Okay. Thank you, Eric. Thank you. Yeah. Just to clarify a few items. Goldfarb is the general counsel for the Housing Authority. So Goldfarb, the attorney who serves as general counsel, is different, obviously, than the Goldfarb attorney who works with the city. So the housing authority has an ongoing day to day relationship with Goldfarb as their general counsel. We are currently taking off negotiations on the rent increase, not the rent increase, the rent program and the contract with the Housing Authority, which will be coming to council in June for the new three year contract of what staff will be bringing to council for its consideration. We are also bringing an amendment to the Staffing Services Agreement that we have with the Housing Authority, where we anticipate recommending to the City Council that we bring the CDBG and home programs back into the city to be administered by city staff. And those two agreements are really what brought this conflict waiver request forward to the council, because the housing authority would like to engage its firm on this work. We would be using our in-house attorney, Michael Ralph. He's working with me on both of those housing services agreements. And however, our work with Karen Peterman of Goldfarb is. Integral. To the work we do at that site. As Michael Walsh noted, all the transactional work we have done at site A has been done with the support of Karen Tiedemann as outside counsel. So clearly we had staff strongly value our relationship with Goldfarb, and we do also recognize that Goldfarb served a different attorney, served as general counsel for the housing authority. And from that perspective, we would like to maintain those relationships and feel that some firewalls and some of the other things that have been proposed may be adequate to ensure those. Relationships go. The way they need to be done for the ethics that the attorneys have to abide by. So that's more of a context of how we work with Goldfarb and how the housing authority works with Goldfarb, and how we will be working with the Housing Authority over the next several months on some some agreements. Between the city and the Housing. Authority. Thank you, Mr. Potter. So I'm going to ask if either of my colleagues, Councilmember Avella or Councilmember Ody, give you a minute, Mr. Northway, who expressed that they weren't ready to support this at this time. If there were a time when you might be ready to consider a waiver, if I was understanding your remarks correctly, what would it take to do so? Because what I'm hearing is this might delay the process, but maybe it's worth the delay that that councilmember I think you're probably giving it some thought any any any suggestions. And you can also take a pass. I don't mean to put you on the spot, but. You've got to get an analytical mind. Yeah. I guess my concern is just because of the types of conversations that we're going to be engaged in, I just don't want there to be any. Yeah. And I understand we would be having. Our our. In-House attorney, Michael Roush, representing us. I just I'm wary of kind of giving having a waiver at all, putting a question or, you know, any sort of cloud of uncertainty around the talks or whether or not something could be worked out. I just want everything to be done in a in, you know, in a way that that seems. Above. Board. And I understand the relationship with with both the housing authority and with the city. And it probably is because at one point the housing authority and the city were also one entity, you know. And so I could just. And we lost Mr.. Not quite again but but I'm so there I mean are there any criteria if you were to lay down. I don't I Goldfarb is a fairly large firm, I believe. And and are these attorneys both working out of the same office or physical form? Has to go far, has more than one office, I'm reasonably sure. Do we know that they're both here out of the Oakland. Yeah. They would both be out of they're both out of the same office in Oakland. Okay. Okay. So I mean, if you at some point or maybe I misunderstood you, but were there criteria that there should be no communication? I mean, professionally speaking, that would mean that would be the case if you were two attorneys working on opposite sides of a case. Um, I, you know, I'd never practice in a big firm. My husband does. And, and, you know, conflicts come up, and sometimes they get waived and sometimes they don't. But. Okay, and I know both. Mr. Knox. Vice Mayor, have we lost you? Well, when. When we get the Vice-Chair back, I will call on him. Then this. Jody, I think you had your hand up as well, did you? Yeah, sure. But I can wait till our colleague returns. Well, since you had your hand up and you're here. All right, let's try to answer your question. I think when what I think could be potentially delicate negotiations over some of these take backs and all of these issues that the city manager is working on, I think when those get resolved and I thought I heard there was some other, you know, I don't know, links, big issues with the, you know, service agreement and, you know, different policy decisions the council was made that the housing authority disagreed with. So I just like to make sure all those get ironed out before. Before I'd be willing to entertain this. So, I mean, it's not a no forever, but it's not a yes right now. Okay. But it seems that that's a no to having the housing authority use this attorney while they're trying to iron out these issues. Is that correct? That's my concern. All right. So what what would that time what would that look like? I mean, I guess Miss Potter or Mr. Levitt, you'd need to go back to the housing authority and see how long they think it will take them to engage new attorneys, for those attorneys to be brought up to speed on this. And so we could just push whatever the item is out as far as long as it takes. I would be one. Oh, Mr.. Levitt. Mr. LEVITT Yes. I would probably want to defer initially to Michael Roche or even to see what their thoughts are, because this is the first time I've probably experienced where we had an occasion where I work or had an attorney that was the same firm that was the main representative for another entity we were negotiating with. Okay. And I think either Devin or even Shan would like to speak. For Madam Chair. So my understanding is that if the counsel does not grant the waiver or is not inclined to grant the waiver at the moment, the housing authority, I believe, would engage special counsel for this particular set of negotiations without having to disengage their general counsel generally on all matters. So they probably would engage special counsel from a different law firm just for these sets of negotiations, much like the city attorney's office might, for a matter that require special expertize. Yeah. No, I assume. Believe. Hold that. Well, do they you think they have another firm on tap that they'll just turn to and that that firm will be brought up to speed readily on the on these issues? Or maybe we don't ask. That's a hard that's a that's a hard question to answer. I, I can't imagine that this would be that complicated to be brought up to speed on because these are these are fairly routine contract negotiations. You know, I think if it were me, I think I'd probably be able to be brought up to speed reasonably quickly. But it's obviously would take a little more, you know, a little bit of time to be brought up. That you're exceptional. Look at the multitasking you're doing right now. All right. Well. Go ahead. I I do think Devin wants to speak to us, though, so don't don't stifle that. Tell us. Did did you, Mr. Ten, did you finish your remarks? Mr. Ash has his hand up. I did okay. Yes. Thanks, Major. Yeah. The only issue and maybe that we can speak to it better than I can is the timing issue with respect to the two agreements that we have with the housing authority and whether there is anything particularly time sensitive about the the staffing agreement on the matter. I know that is scheduled to come back from the council in June, but I'm not sure as much about the other agreement, which I think has the more difficult issues to resolve. So maybe Debbie can speak to the timing on both of those because she's a little more on top of that than I am. Okay. Thank you, Mr. Potter. Yes. Thank you. So both of us, we're anticipating bringing both the new contract for the rent program in June, as well as the amended Staffing Services Agreement. And I do agree with the city attorney that they should be relatively straightforward documents and agreements. And I would hope that if the waiver is not granted, the housing authority would be able to retain special counsel quickly and we could continue on. That would be the hope. And Mr.. You mentioned that the Housing Authority Board met last week. When are they going to meet again, if you know. They need monthly. So they need but the second one, I believe it's the second Wednesday of the month. So they would meet and then in May next month they would have a meeting. Okay. And that should give enough time to prepare the staff report and all those things. To get it to June. Yeah. Oh, the contacts and whatnot. Yes, I would I would anticipate that we would work with them and they they have been flexible in the past. If a special meeting is warranted or needed, they have been able to accommodate that in the past. Okay. All right. Okay. So I'm a little concerned that we've lost a vice mayor. Is anybody in communication? And I haven't heard back from him. I'm sorry. I he said he would turn his video off if he was having bandwidth issues, but then I asked if his audio is still working. And maybe. Oh. Do you know what? He's texted me that he had to go to address an urgent work issue. And it will come back if he can. So that. Yeah. Sorry. Something just blew up at work. Not literally. That was a figure of speech to. Come back and go to Sarah. Oh, we could do that. He may not be back before the end of the meeting, but is it? Well, let's see. We don't have the full council. We do have a majority. I don't think you know Mr. not quite indicated. Seem to be hesitating. I don't want to speak for him but I didn't think he was supportive and well one of the city attorneys wanted to suggest what we should what we should do. And this one. This is this is Mr. Roush. What I would suggest is that why don't we just continue this item for the moment, see if we have Mr. Henry on the line and we can take up the Hunter issue or that agenda item, and then let's see where we are with respect to the conflict issue, if that would please the Council. Sure. And given the fact that I don't think you were going to get a waiver out of this counsel at all. I mean, what would be the harm of just. We're trying the issue or do we need a determination? Well, I guess I wasn't quite sure where the vice mayor was on it, and I'm not sure I heard from Councilmember de Saag either. So I'm not sure where the where the most might be. Maybe I misheard. I think he indicated his his agreement. But that's okay. We can do that. Let's just let's continue this either until we finish the items that we skipped. Item six S And then if the Vice Mayor is able to rejoin us when we finish that item and the rest of the agenda, we'll hear it. If not, we'll have to continue it. Okay. All right. So right now, we're we're going to adjourn this meeting. Not this meeting agenda item or just ask to be set aside. We're taking the next round. Okay, next item. Meeting's for you. So we're going back to the previous item, which was six F introduction of ordinance, amending the municipal code by amending Section 2019 Commission on Disabilities to change the number of members to seven and change the name to the Commission on Persons with Disabilities.