FIN 2021-11-08 Item 1C - Contract - Bond Counsel with Pacifica Law Group

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Exhibit B Conflict of Interest As lawyers, the Contractor's representatives are regulated by ethical rules, including rules governing conflicts of interest, in the jurisdictions in which they practice. Based on the Contractor's review of their records, the Contractor's representation of the City on this initial matter does not create a conflict of interest for the Contractor or the City, however, the Contractor does serve as outside counsel and bond counsel to other municipalities and entities that interact and/or contract with the City (such as the Valley Communications Center, the Valley Communications Center Development Authority, the South Correctional Entity, the South Correctional Entity Facility Public Development Authority, King County, King County Regional Homelessness Authority, the Puget Sound Emergency Radio Network, the Housing Development Consortium (in connection with South King Housing and Homelessness Partners), and the Seattle Southside Regional Tourism Authority), and serves as underwriter's counsel from time to time to underwriting firms on matters unrelated to the City's bonds. Execution of this Agreement by the City's representative constitutes consent by the City to such representation. The Contractor agrees not to use any proprietary or other confidential nonpublic information concerning the City, acquired as a result of the Contractor's representation of the City, to the City's material disadvantage in connection with any litigation or other matter in which the Contractor is adverse to the City. If the City learns about significant name changes of any of the entities or about additional adverse or potentially adverse parties, it will advise the Contractor so their records can be updated. The Contractor's representation of the City does not include acting as counsel for any entity in which the City holds equity or any subsidiary, affiliate, equityholder, employee, family member or other person unless such additional representation is separately and clearly undertaken by the Contractor. During the Contractor's representation of the City, there may from time to time be issues that raise questions as to the Contractor's duties under the rules of professional conduct that apply to lawyers. These might include, e.g., conflict of interest issues, and could even include issues raised because of a dispute between the Contractor and the City over the handling of a matter. Under normal circumstances when such issues arise the Contractor would seek the advice of their non -bond related counsel such as Professional Standards Counsel, Loss Prevention partners or Professional Standards Conflicts Attorneys who are experts in such matters. Historically, the Contractor has considered such consultations to be attorney-client privileged conversations between firm personnel and the counsel for the firm. In recent years, however, there have been judicial decisions indicating that under some circumstances such conversations involve a conflict of interest between the City and the Contractor and that consultation with the Contractor's non -bond related counsel may not be privileged, unless the Contractor either withdraws from the representation of the City or obtain the City's consent to consult with the Contractor's non -bond related counsel. It is in the Contractor's and the City's interest, that in the event legal ethics or related issues arise during a representation, the Contractor receives expert analysis of their obligations. Accordingly, as part of this agreement concerning the Contractor's representation of the City, the City agrees that if the Contractor determines by their own discretion during the course of the representation that it is either necessary or appropriate to consult with the Contractor's non -bond related counsel (either Pacifica Law Group's internal counsel or, if determined necessary by the Contractor, outside counsel) the City consents to this and agrees that the Contractor's representation of the City shall not, thereby, waive any attorney-client privilege that the Contractor may have to protect the confidentiality of the City's and Contractor's communications with counsel. Any such consultation will be paid for by the Contractor, and not the City. {KZS2490554.DO CX;1 /13175.000001/1 2013 CA Revised 1 - Page 5 of 7 25