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Exhibit B Conflict of Interest <br />As lawyers, the Contractor's representatives are regulated by ethical rules, including rules <br />governing conflicts of interest, in the jurisdictions in which they practice. Based on the <br />C o n t r a c t o r' s review of t h e i r records, the Contractor's representation of the City on this initial <br />matter does not create a conflict of interest for the Contractor or the City, however, the Contractor does <br />serve as outside general counsel and bond counsel to other municipalities that interact and/or contract <br />with the City (such as the Valley Communications Center, the Valley Communications Center <br />Development Authority, the South Correctional Entity, the South Correctional Entity Facility Public <br />Development Authority, King County, and the Seattle Southside Regional Tourism Authority), and serves <br />as underwriter's counsel from time to time to underwriting firms on matters unrelated to the City's <br />bonds. Execution of this Agreement by the City's representative constitutes consent by the <br />City to such representation. The Contractor agrees not to use any proprietary or other confidential <br />nonpublic information concerning the City, acquired as a result of the Contractor's representation of <br />the City, to the City's material disadvantage in connection with any litigation or other matter in which the <br />Contractor is adverse to the City. <br />If the City learns about significant name changes of any of the entities or about additional adverse or <br />potentially adverse parties, it will advise the Contractor so their records can be updated. The <br />Contractor's representation of the City does not include acting as counsel for any entity in which the <br />City holds equity or any subsidiary, affiliate, equityliolder, employee, family member or other person <br />unless such additional representation is separately and clearly undertaken by the Contractor. <br />During the Contractor's representation of the City, there may from time to time be issues that raise <br />questions as to the Contractor's duties under the rules of professional conduct that apply to <br />lawyers. These might include, e.g., conflict of interest issues, and could even include issues raised <br />because of a dispute between the Contractor and the City over the handling of a matter. Under normal <br />circumstances when such issues arise the Contractor would seek the advice of their non-bond <br />related counsel such as Professional Standards Counsel, Loss Prevention partners or Professional <br />Standards Conflicts Attorneys who are experts in such matters. Historically, the Contractor has <br />considered such consultations to be attorney-client privileged conversations between firm personnel <br />and the counsel for the firm. In recent years, however, there have been judicial decisions indicating <br />that under some circumstances such conversations involve a conflict of interest between the City and <br />the Contractor and that consultation with the Contractor's non-bond related counsel may not be <br />privileged, unless the Contractor either withdraws from the representation of the City or obtain the <br />City's consent to consult with the Contractor's non-bond related counsel. <br />It is in the Contractor's and the City's interest, that in the event legal ethics or related issues arise during <br />a representation, the Contractor receives expert analysis of their obligations. Accordingly, as part of <br />this agreement concerning the Contractor's representation of the City, the City agrees that if the <br />Contractor determines by their our own discretion during the course of the representation that it is either <br />necessary or appropriate to consult with the Contractor's non-bond related counsel (either Pacifica Law <br />Group's internal counsel or, if determined necessary by the Contractor, outside counsel) the City <br />consents to this and agrees that the Contractor's representation of the City shall not, thereby, <br />waive any attorney-client privilege that the Contractor may have to protect the confidentiality of <br />the City's and Contractor's communications with counsel. Any such consultation will be paid for by the <br />Contractor, and not the City. <br />CA Revised 1-2013 <br />F-F� <br />Page 6 of 8 <br />