REPORT/RECOMMENDATION TO THE BOARD OF SUPERVISORS
OF SAN BERNARDINO COUNTY
AND RECORD OF ACTION
August 8, 2023
FROM
TOM BUNTON, County Counsel
SUBJECT
Title
Consent to Concurrent Representation and Waiver of Conflict of Interest
End
RECOMMENDATION(S)
Recommendation
1. Approve a consent to concurrent representation and waiver of conflict of interest arising out of the representation of Aidoc, Inc. by King & Spalding LLP in connection with contract negotiations.
2. Authorize the County Counsel or a Principal Assistant County Counsel to execute any required documentation to consent to the concurrent representation of Aidoc, Inc. by King & Spalding LLP, and waiver of conflict of interest.
(Presenter: Tom Bunton, County Counsel, 387-5455)
Body
COUNTY AND CHIEF EXECUTIVE OFFICER GOALS & OBJECTIVES
Operate in a Fiscally-Responsible and Business-Like Manner.
Pursue County Goals and Objectives by Working with Other Agencies.
FINANCIAL IMPACT
Approval of this item will not result in the use of additional Discretionary General Funding (Net County Cost).
BACKGROUND INFORMATION
The law firm of King & Spalding LLP (King & Spalding) provides specialized legal services to the County, including representing the County in a lawsuit it brought on behalf of Arrowhead Regional Medical Center (ARMC) against Blue Cross of California dba Anthem Blue Cross, Anthem Blue Cross Life and Health Insurance Company, and PrimeCare Medical Network, Inc. (Anthem Lawsuit). The King & Spalding attorneys who represent the County are based in King & Spalding’s Los Angeles office.
King & Spalding also currently represent Aidoc, Inc. (Aidoc) in various regulatory compliance and transactional matters, where it negotiates contracts on Aidoc’s behalf. Aidoc is a technology company that develops computer-aided simple triage and notification systems for healthcare providers.
ARMC is considering obtaining Aidoc’s services and products. Aidoc has requested that King & Spalding negotiate the contract on its behalf with the County. The King & Spalding attorneys who would be involved in that negotiation are based in its Washington, D.C. office. The County and Aidoc’s interests are adverse to each other in the contract negotiations and, therefore, King & Spalding’s negotiation on behalf of Aidoc would represent a conflict of interest. Accordingly, as required by the California Rules of Professional Conduct, King & Spalding has asked that the County provide consent for King & Spalding’s concurrent representation of Aidoc and to waive the conflict of interest.
Aidoc has agreed to waive the conflict of interest and King & Spalding will establish an “ethical wall” so that the attorneys working on behalf of Aidoc in the contract negotiations will have no access to any files or materials relating to the Anthem Lawsuit and the attorneys working on behalf of the County will have no access to the files or materials relating to the Aidoc contract negotiations.
If the County grants its consent to King & Spalding’s concurrent representation of Aidoc and waiver of the conflict of interest, King & Spalding will be permitted to represent Aidoc in contract negotiations with the County for the provision of Aidoc’s products and services to ARMC.
County Counsel has reviewed the consent to concurrent representation and waiver of conflict of interest and believes there would be minimal risk to the County’s interest in the Anthem Lawsuit and it would be appropriate for the Board of Supervisors to approve the concurrent representation and waiver of the conflict of interest.
PROCUREMENT
Not applicable.
REVIEW BY OTHERS
This item has been reviewed by County Counsel (Charles Phan, Deputy County Counsel, 387-5455), on July 3, 2023; Finance (Carl Lofton, Administrative Analyst, 387-5404) on July 24, 2023; and County Finance and Administration (Paloma Hernandez-Barker, Deputy Executive Officer, 387-5423) on July 24, 2023.