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HomeMy WebLinkAbout05 CONSENT TO REPRESENTATION IN REAL PROPERTY NEGOTIATIONS1TY O REPORT AGENDA Ms MEETING DATE TO: FROM: SUBJECT: SUMMARY DECEMBER 4, 2012 Agenda Item 5 Reviewed: City Manager Finance Director fA HONORABLE MAYOR AND MEMBERS OF CITY COUNCIL JEFFREY C. PARKER, CITY MANAGER DAVID E. KENDIG, CITY ATTORNEY CONSENT TO REPRESENTATION IN REAL PROPERTY NEGOTIATIONS Consent is sought to allow Amy Freilich and the law firm of Armbruster, Goldsmith and Delvac to continue to represent and advise the City of Tustin in complex real property negotiations regarding the potential sale of property at the former MCAS Tustin to Regency Centers. The firm previously represented Regency Centers in unrelated real estate matters, the most recent of which was completed more than three years ago, so the City's consent is needed to allow the firm to represent the City now. RECOMMENDATION Approve consent to the continued representation by Armbruster, Goldsmith and Delvac in negotiations regarding the potential sale of property at the former MCAS Tustin to Regency Centers, and direct the City Attorney and City Manager to approve the attached letter waiving the potential conflict. FISCAL IMPACT There is no fiscal impact associated with this Agenda Item. BACKGROUND Amy Freilich and the law firm of Armbruster, Goldsmith and Delvac, LLC ( "Armbruster') have advised and represented the City of Tustin in several complex real property transactions regarding the potential sale of properties at the former MCAS Tustin, most recently in the sale of property to The Irvine Company. As a result, Ms. Freilich has detailed knowledge of those transactions and of related City policy decisions that enable her to provide the City with particularly knowledgeable advice and representation during current negotiations with Regency Centers. Because Armbruster previously represented Regency Centers in unrelated transactions, Armbruster is required by the 894342.1 professional rules which govern attorneys to obtain the City's informed written consent to represent the City in negotiations involving its former client, Regency. As noted in the attached letter from Armbruster, the firm represented Regency in unrelated real estate matters, the most recent of which was resolved more than three years ago. As a result, Regency is a former, not current, client of Armbruster, so the firm is available to advise the City in this unrelated matter. Given Amy Freilich's skills and her unique knowledge of the development parameters and City policy decisions in prior MCAS Tustin property negotiations, Staff recommends that she be retained to represent the City in these negotiations with Regency, and that the City agree to consent to the representation by executing the attached letter. Staff will be available to address any questions 8943411 Attachment 1 November 13, 2012 Letter 894342.1 ARMBRUSTER GOLDSMITH & DELVAC LLP LAND USE ENTITLEMENT o MUNICIPAL ADVOCACY AMY FREILICH DIRECT: (310) 254 -2260 Amy @agd- landuse com VIA E -MAIL AND U.S. MAIL Jeffrey C. Parker, City Manager City of Tustin 300 Centennial Way Tustin, CA 92780 jparker @tustinca.org 11611 SAN VICENTE BOULEVARD, SUITE 900 LOS ANGELES, CALIFORNIA 90049 November 13, 2012 Re: Waiver of Potential Conflict of Interest Dear Mr. Parker: Tel. (310) 209 -8800 Fax (310) 209 -8801 WEB: w .aad- landuse com Armbruster Goldsmith & Delvac LLP ( "this firm ", "us," or "we ") represents The City of Tustin in connection with various real estate and land use matters. In that connection, we have performed legal services and will continue to perform legal services in connection with disposition of the real property comprising the former Marine Corps Air Station in the City of Tustin (the "Property "). Regency Centers Acquisitions, LLC and /or its affiliated entities ( "Regency Centers ") is negotiating with The City of Tustin (the "City ") to enter into a transaction by which Regency Centers may purchase a portion of the Property comprising Disposition Parcel IC (westerly) and /or other property from the City (the "Transaction "). In connection with the Transaction, we will represent the City and we will be adverse to Regency Centers. We want to advise the City that we have previously represented Regency Centers in unrelated real estate matters, the most recent of which was resolved more than three years ago. Rule 3- 310(E) provides that "(E) A member shall not, without the informed written consent of the client or former client, accept employment adverse to the client or former client where, by reason of the representation of the client or former client, the member has obtained confidential information material to the employment." We have determined that there is no conflict of interest and that this firm does not possess any confidential information regarding Regency Centers that would be material to this firm's representation of the City in the Transaction. Nonetheless, Regency Centers is a prior client of the firm and it is our practice to seek the informed written consent of prior clients when this firm undertakes a representation of a current client that is or may become adverse to the prior client. ARMBRUSTER GOLDSMITH & DELVAC LLP City of Tustin November 13, 2012 Page 2 Accordingly, we have obtained from Regency Centers a conflict waiver letter in which Regency Centers has waived any conflict of interest this firm may have with respect to our prior representation of Regency Centers, resulting from our representation of the City in the Transaction and has consented to us representing the City in a manner adverse to Regency Centers. Please confirm for us that you are aware that Regency Centers is a prior client of this firm and that Regency Centers has waived any potential conflict that might arise in connection with the Transaction. Please also confirm that the City consents to our representation of the City as outlined above. Please indicate you consent by signing this letter where indicated below and returning it to me. This letter may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement. A facsimile of any party's signature upon this letter shall be fully as binding and effective as an original ink signature. Sincerely, Amy E. Freilich ACCEPTED AND AGREED TO: CITY OF TUSTIN Jeffrey C. Parker City Manager Date: November _, 2012 APPROVED AS TO FORM By: David Kendig, City Attorney Date: November , 2012