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    San Diego attorney Charles Black has long been the man local government officials turn to for help planning a new waterfront expansion to the San Diego Convention Center. Now, he’s working for Fifth Avenue Landing, the company that holds the lease to the land vital for that type of expansion site.

    Fifth Avenue landing desperately wants to revive a $14 million deal for the government to purchase their lease of public land, and Black is negotiating it.

    San Diego City Councilman David Alvarez says that sounds like a conflict of interest that violates professional standards for lawyers. Attorneys are generally supposed to avoid so-called adverse interests to preserve client loyalty and independent judgement. If they do go to work on the other side of a case, lawyers must first obtain consent from the original client.

    Black doesn’t deny he worked for both sides. The city holds that because Black never rendered legal services to the city – only project management work – there is no conflict.


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    Alvarez wrote a memo Monday to the city’s chief operating officer, Scott Chadwick, interim general manager of the San Diego Convention Center Joe Davis and Port of San Diego CEO Randa Coniglio, expressing concern and asking for evidence all parties had provided written consent to allow Black to “work on both sides of the negotiation over the Fifth Avenue Landing leasehold.”

    Such consent is typically required by state and national rules that govern attorney conduct where adverse client interests are involved.

    Black — who helped put together the initial lease purchase deal signed in 2010, obtained environmental approvals for the stalled project and recently wrote a comparative analysis of project’s scope, cost and location — said Alvarez’s concerns are a non-issue.

    “I’m not jumping from one side to another. I don’t think there is an issue,” Black said. “Councilmember Alvarez is under the impression that I was the city’s lawyer, but he’s mistaken.”

    Black confirmed he’s been working for Fifth Avenue Landing since Nov. 1, but declined to say whether he was their attorney.

    “Those kinds of relationships are confidential so I have no comment about that,” he said.

    Fifth Avenue Landing executives Art Engel and Ray Carpenter did not respond to requests for comment.

    Black contends he did not provide legal services to the city, Port of San Diego or Convention Center during all of his years of work on the expansion project. Therefore, the issue of dueling interests as they apply to attorney standards does not apply here, he said.

    Chadwick put forth the same reasoning in a reply memo Wednesday.

    “Mr. Black is not working on both sides of the deal and has never been retained by the City in a legal capacity. Your concern appears to be based on a misunderstanding of both the facts and ethical standards,” Chadwick wrote to Alvarez. “An attorney-client relationship between Mr. Black and the City did not arise.”

    Even if the rule requiring written consent did apply, Chadwick wrote, “there still would not be a conflict of interest because there was no concurrent representation of the two clients in the same manner and there was no confidential information shared” with Black. “Therefore, the only information he could share with his clients is already publicly available to them.”

    Alvarez sees it differently.

    “From the standpoint of the taxpayers and the city, there is absolutely no way you can move forward with the agreement that Fifth Avenue Landing made with the mayor’s office, or any agreement on the Convention Center expansion, because the information should be disqualified because there is a clear conflict of interest.”

    Black attended a November meeting with San Diego Mayor Kevin Faulconer and staff as a Fifth Avenue Landing consultant weeks before company executives notified the City Council an “informal agreement” was reached with Faulconer to purchase their lease as originally planned. Faulconer, through his staff, has denied any deal ever existed. Chadwick also wrote no deal has been reached, and the November meeting was “well after (Black’s) services to the City were completed” in March.

    Black’s resume includes early years spent working for the Port of San Diego on the lease purchase deal signed in 2010, which called for the Convention Center to make payments and eventually buy out the Fifth Avenue Landing lease in 2015. When the final $13.8 million balloon payment came due, there was no money to pay it since all funding for the project was lost thanks to a 2014 court ruling.

    Black later worked as a project manager for the Convention Center for $250,000 in 2010 and helped get the project’s environmental approvals in order. That contract even called out the fact that he would not provide legal services even though he is an attorney, records show.

    Another project manager contract with the city for $45,000 that expired last year had him produce a comparative analysis for the mayor of the expansion’s costs, size and location that was relied on by third-party consultants Conventions, Sports & Leisure in their latest assessment of convention demand.

    Black’s selection for that analysis was a sole-source contract, never put out to bid, and Alvarez believes the report is now tainted.

    “That includes recommendations that would clearly benefit a client of that individual on the other end,” he said. “His client in that case would have a windfall of $14 million for choosing one of the two options he presented to the city.”

    Convention Center officials have not responded to Alvarez’s memo beyond confirming receipt, but said they plan to.

    Port of San Diego spokeswoman Tanya Castaneda said Port officials gave no written consent for Black’s Fifth Avenue Landing work, and the Port’s general counsel is “looking into any potential conflict of interest issues.”

      This article relates to: Convention Center, Government, Must Reads

      Written by Ashly McGlone

      Ashly is an investigative reporter for Voice of San Diego. She can be reached at ashly.mcglone@voiceofsandiego.org or 619.550.5669.

      11 comments
      Carl Starrett
      Carl Starrett

      This is a close call because it really depends on the scope of what Mr. Black does for the client. California's rules for attorney ethics emphasize client loyalty and are designed to protect clients form unscrupulous attorneys, but the City staffers seem comfortable with their position that Mr. Black was not acting as an attorney. And if there was an actually conflict, the clients can waive the conflict. If I'm hired as a project manager for a contractor and do no legal work, that doesn't prohibit me from later acting as an attorney against the contractor.


      And even if there is a conflict, it can still be beneficial to have the attorney representing both parties. My primary area of law is bankruptcy and I've successfully represent couples going through. There is an actual conflict because they are divorcing, but they have a unified interest of getting rid of their debts and not paying 2 attorneys for 2 bankruptcy filings. With the proper written and informed consent, they can save legal fees and make their divorce simpler.

      rhylton
      rhylton subscriber

      @Carl Starrett unless I am mistaken; David Alvarez is seeking written evidence showing informed consent by the San Diego Convention Center Joe Davis and Port of San Diego CEO Randa Coniglio- as in your example. Again, if I have not overlooked something, I see arguments against its need but no mention of  the existence of written consent, in the article..

      Chris Brewster
      Chris Brewster subscribermember

      Mr. Starrett: I am sure there are State Bar rules in this regard for attorneys, but I don't think we should focus on whether this is a violation of those rules. I think we should ask ourselves, is this ethical? The fact that this gentleman is an attorney complicates things, but what if he were not? Would it be ethical in that case? It's a judgement call of course, but would it not be best to avoid the appearance of a conflict?

      Carl Starrett
      Carl Starrett

      @Chris Brewster That's an entirely different discussion that Mr. Alvarez didn't raise. The only issue he brought up was the conflict of interest and he didn't even cite the applicable rule.

      Chris Brewster
      Chris Brewster subscribermember

      Mr. Starrett: I think it is an important discussion nevertheless.

      rhylton
      rhylton subscriber

      @Carl Starrett @rhylton Understood. You, an attorney, holds that it is a close call. COO Chadwick, an HR guy,who appears not to be an attorney, has offered an opinion, on a matter of legal consequence.



      Chris Brewster
      Chris Brewster subscribermember

      If insiders were not allowed to work on issues that involve a conflict of interest, San Diego would grind to a halt. 

      peggyo
      peggyo subscriber

      It is interesting that in a city the size of San Diego there is only one person that can handle this work. You would think that the powers that be would like to avoid the appearance of any conflict of interest but apparently that isn't so.


      Off topic: these are the same 'leaders' that are in charge of our streets and sewer systems.

      Carl Starrett
      Carl Starrett

      @peggyo He isn't necessarily the only person who can handle the work, but he has a lot of experience getting big deals done in San Diego. Back in 2010, Voice of San Diego referred to him as "The Big Building Negotiator". He played a big role in getting Petco Park built.

      peggyo
      peggyo subscriber

      @Carl Starrett @peggyo As much as I love Petco Park the financing 'deal' he negotiated was a total boondoggle for the citizens of SD. Hardly a recommendation for future projects, I think.