Loading...
HomeMy WebLinkAboutPacket Special Council Aug 15 2024Whatcom County Council (Special) COUNTY COURTHOUSE 311 Grand Avenue, Ste #105 Bellingham, WA 98225-4038 (360) 778-5010 Meeting Agenda Thursday, August 15, 2024 1PM Hybrid Meeting - Council Chambers HYBRID MEETING (PARTICIPATE IN -PERSON, SEE REMOTE JOIN INSTRUCTIONS AT www.whatcomcounty.us/joinvirtualcouncil, OR CALL 360.778.5010) COUNCILMEMBERS Barry Buchanan Tyler Byrd Todd Donovan Ben Elenbaas Kaylee Galloway Jon Scanlon Mark Stremler CLERK OF THE COUNCIL Cathy Halka, AICP, CMC Council (Special) Meeting Agenda August 15, 2024 Call To Order Roll Call Announcements Individuals who require special assistance to participate in the Council's meetings are asked to contact the Council Office at 360.778.5010 at least 96 hours in advance. This committee meeting is also noticed as a meeting of the Whatcom County Council, with the agenda limited to committee business. Discussion and Action 1. AB2024-507 Ordinance amending the 2024 Whatcom County Budget, request no. 11, in the amount of $100,000 2. AB2024-533 Request authorization for the County Executive to enter into a contract agreement between Whatcom County and Pacifica Law Group, LLP for legal services for the Whatcom County Council for pre -election review of Initiative 2024-01 in an amount not to exceed $60,000 Discussion 1. AB2024-510 Discussion regarding membership of Council standing committees and other potential changes to meeting logistics Items Added by Revision Other Business Adiournment Whatcom County Pure 2 Printed on 412812025 • Whatcom County COUNTY COURTHOUSE 311 Grand Avenue, Ste #105 Bellingham, WA 98225-4038 (360)778-5010 • Agenda Bill Master Report File Number: AB2024-507 File ID: AB2024-507 Version: 1 Status: Adopted File Created: 07/25/2024 Entered by: MMiterko@co.whatcom.wa.us Department: Finance Division File Type: Ordinance Assigned to: Council (Special) Final Action: 08/15/2024 Agenda Date: 08/15/2024 Enactment #: ORD 2024-043 Primary Contact Email: atan@co.whatcom.wa.us TITLE FOR AGENDA ITEM: Ordinance amending the 2024 Whatcom County Budget, request no. 11, in the amount of $100,000 SUMMARY STATEMENT OR LEGAL NOTICE LANGUAGE: Supplemental #11 requests funding from the General Fund to appropriate $100,000 in Council to fund attorney for County Council. HISTORY OF LEGISLATIVE FILE Date: Acting Body: Action: Sent To: 07/30/2024 Council (Special) INTRODUCED Council (Special) Aye: 5 Buchanan, Byrd, Donovan, Galloway, and Scanlon Nay: 1 Stremler Absent: 1 Elenbaas 08/15/2024 Council (Special) ADOPTED Aye: 5 Buchanan, Byrd, Donovan, Galloway, and Scanlon Nay: 1 Stremler Absent: 1 Elenbaas Attachments: Agenda Bill Master Report, Adopted Ordinance 2024-043, Proposed Ordinance, Proposed Ordinance of Summary Listing, Supplemental Budget Request, Notice of Action Proposed on 7.30.2024, Notice of Action Taken on 8.15.2024 Whatcom County Page 1 Printed on 4/28/2025 Agenda Bill Master Report Continued (AB2024-507) Whatcom County Page 2 Printed on 4/28/2025 • Whatcom County COUNTY COURTHOUSE 311 Grand Avenue, Ste #105 Bellingham, WA 98225-4038 (360)778-5010 • Agenda Bill Master Report File Number: AB2024-507 File ID: AB2024-507 Version: 1 Status: Introduced File Created: 07/25/2024 Entered by: MMiterko@co.whatcom.wa.us Department: Finance Division File Type: Ordinance Assigned to: Council (Special) Final Action: 08/15/2024 Agenda Date: 08/15/2024 Enactment #: ORD 2024-043 Related Files: Primary Contact Email: atan@co.whatcom.wa.us TITLE FOR AGENDA ITEM: Ordinance amending the 2024 Whatcom County Budget, request no. 11, in the amount of $100,000 SUMMARY STATEMENT OR LEGAL NOTICE LANGUAGE: Supplemental #11 requests funding from the General Fund to appropriate $100,000 in Council to fund attorney for County Council. HISTORY OF LEGISLATIVE FILE Date: Acting Body: Action: Sent To: 07/30/2024 Council (Special) INTRODUCED Council (Special) Aye: 5 Buchanan, Byrd, Donovan, Galloway, and Scanlon Nay: 1 Stremler Absent: 1 Elenbaas 08/15/2024 Council (Special) ADOPTED Aye: 5 Buchanan, Byrd, Donovan, Galloway, and Scanlon Nay: 1 Stremler Absent: 1 Elenbaas Attachments: Proposed Ordinance, Proposed Ordinance of Summary Listing, Supplemental Budget Request Whatcom County Page 1 Printed on 811912024 Agenda Bill Master Report Continued (AB2024-507) Whatcom County Page 2 Printed on 811912024 Whatcom County COUNTY COURTHOUSE 311 Grand Avenue, Ste #105 Bellingham, WA 98225-4038 (360) 778-5010 Agenda Bill Master Report File Number: AB2024-507 File ID: AB2024-507 Version: 1 Status: Introduced File Created: 07/25/2024 Entered by: MMiterko@co.whatcom.wa.us Department: Finance Division File Type: Ordinance Assigned to: Council (Special) Agenda Date: 08/15/2024 Related Files: Primary Contact Email: atan@co.whatcom.wa.us TITLE FOR AGENDA ITEM: Final Action: 08/15/2024 Enactment #: ORD 2024-043 Ordinance amending the 2024 Whatcom County Budget, request no. 11, in the amount of $100,000 SUMMARY STATEMENT OR LEGAL NOTICE LANGUAGE: Supplemental #11 requests funding from the General Fund to appropriate $100,000 in Council to fund attorney for County Council. HISTORY OF LEGISLATIVE FILE Date: Acting Body: Action: Sent To: 07/30/2024 Council (Special) INTRODUCED Council (Special) Aye: 5 Buchanan, Byrd, Donovan, Galloway, and Scanlon Nay: 1 Stremler Absent: 1 Elenbaas 08/15/2024 Council (Special) ADOPTED Aye: 5 Buchanan, Byrd, Donovan, Galloway, and Scanlon Nay: 1 Stremler Absent: 1 Elenbaas Attachments: Proposed Ordinance, Proposed Ordinance of Summary Listing, Supplemental Budget Request Whatcom County Page 1 Printed on 811912024 PROPOSED BY: Executive INTRODUCTION DATE: 07/30/24 ORDINANCE NO. 2024-043 AMENDMENT NO. 11 OF THE 2024 BUDGET WHEREAS, the 2023-2024 budget was adopted November 22, 2022; and, WHEREAS, changing circumstances require modifications to the approved 2023-2024 budget; and, WHEREAS, the modifications to the budget have been assembled here for deliberation by the Whatcom County Council, NOW, THEREFORE, BE IT ORDAINED by the Whatcom County Council that the 2023-2024 Whatcom County Budget Ordinance #2022-070 is hereby amended by adding the following additional amounts to the 2024 budget included therein: Fund Expenditures Revenues Net Effect General Fund 001 Council Office 100,000 - 100,000 Total General Fund 001 100,000 100,000 Total Supplemental 100,000 - 100,000 `®"saste, 8y� August ADOP�hI 'Ei of 9 , 2024. �ATC ®® C® WHATCOM COUNTY COUNCIL ATTE®� ®® TCOM Y, W SHINGTON Cathy°i jalka,®* n irk® i Bar B hanan, Chair of Council HI APPROV P AS i®O ®FQRIVI, ) Approved O Denied Approved by(9emaialdron/A. Tan Civil Deputy Prosecutor Satpal Sidhu, ounty Executive Date: 0614 z4 WHATCOM COUNTY Summary of the 2024 Supplemental Budget Ordinance No. 11 Department/Fund Description Increased (Decreased) Expenditure (Increased) Decreased Revenue Net Effect to Fund Balance (Increase) Decrease General Fund 001 Council Office To fund attorney for County Council. (#4741) 100,000 100,000 Total General Fund 001 100,000 100,000 Total Supplemental 100,000 100,000 PROPOSED BY: Executive INTRODUCTION DATE: 07/30/24 ORDINANCE NO. AMENDMENT NO. 11 OF THE 2024 BUDGET WHEREAS, the 2023-2024 budget was adopted November 22, 2022; and, WHEREAS, changing circumstances require modifications to the approved 2023-2024 budget; and, WHEREAS, the modifications to the budget have been assembled here for deliberation by the Whatcom County Council, NOW, THEREFORE, BE IT ORDAINED by the Whatcom County Council that the 2023-2024 Whatcom County Budget Ordinance #2022-070 is hereby amended by adding the following additional amounts to the 2024 budget included therein: Fund Expenditures Revenues Net Effect General Fund 001 Council Office 100,000 - 100,000 Total General Fund 001 100,000 100,000 Total Supplemental 100,000 100,000 ADOPTED this day of , 2024. WHATCOM COUNTY COUNCIL ATTEST: WHATCOM COUNTY, WASHINGTON Cathy Halka, Council Clerk APPROVED AS TO FORM: Approved by email/B. Waldron/A. Tan Civil Deputy Prosecutor Barry Buchanan, Chair of Council ( ) Approved ( ) Denied Satpal Sidhu, County Executive Date: WHATCOM COUNTY Summary of the 2024 Supplemental Budget Ordinance No. 11 Department/Fund Description Increased (Decreased) Expenditure (Increased) Decreased Revenue Net Effect to Fund Balance (Increase) Decrease General Fund 001 Council Office To fund attorney for County Council. (#4741) 100,000 - 100,000 Total General Fund 001 100,000 - 100,000 Total Supplemental 100,000 100,000 Supplemental Budget Request status: Pending Council supp7fD # 4741 ( Fund 1 Cost Center 1100 Originator: Cathy Halka Expenditure Type: One -Time Year 2 2024 Add'1 FTE ❑ Add'I Space ❑ Priority 1 Name of Request. Attorney for County Council Costs. Object Object Description Amount Requested 6630 Professional Services $100,000 Request Total $100,000 la. Description of request: County Council approved Resolution 2024-035, which requests a declaratory judgement action be brought forward in Whatcom County Superior Court to determine whether Initiative 2024-01 is procedurally invalid and/or exceeds the scope of the local initiative process. The County Prosecutor is unable to represent the County in pursuing this action due to conflicts of interest, and the County Council requires outside legal counsel to do so. County Council passed a motion on July 23, 2024 instructing Council staff to submit this supplemental request. Note: RCW 36.32.200 Special attorneys, employment of. It shall be unlawful for a county legislative authority to employ or contract with any attorney or counsel to perform any duty which any prosecuting attorney is authorized or required by law to perform, unless the contract of employment of such attorney or counsel has been first reduced to writing and approved by the presiding superior court judge of the county in writing endorsed thereon. This section shall not prohibit the appointment of deputy prosecuting attorneys in the manner provided by law. Any contract written pursuant to this section shall be limited to two years in duration. [1983 c 129 s 1; 1963 c 4 s 36.32.200. Prior: 1905 c 25 s 1; RRS s 4075.] 1b. Primary customers: Whatcom County voters and taxpayers 2. Problem to be solved: The Prosecuting Attorney is unable to represent the County Council due to conflicts of interest, and therefore Council is required to hire outside legal counsel. 3a. Options /Advantages: This is the process for Council to pursue this action, as per Resolution 2024-035, approved by Council on July 9, 2024. 3b. Cost savings: N/A 4a. Outcomes: The outcome will be a review and potential declaratory judgement action in Whatcom County Superior Court to determine whether Initiative 2024-01 is procedurally invalid or exceeds the scope of the local initiative process. 4b. Measures: Whatcom County Superior Court will make a determination. 5a. Other Departments/Agencies: No 5b. Name the person in charge of implementation and what they are responsible for: Wednesday, July 24, 2024 Rpt: Rpt ,Suppi Regula- Supplemental Budget Request Council Status: Pending ' supp't fD # 4741 I Fund 1 Cost Center 1100 Originator: Cathy Halka N/A 6. Funding Source: General Fund Wednesday, Jzt v 24, 2024 Rpt: Rpt SuppI Regular OOTIC.f- OF AGTIOUJ PROPOS6p oO 1l 3a. ZD24 The Beaufort Gazette Durham I The Herald -Stuff The \Modesto Bee The Belleville News -Democrat Fort Worth Star -Telegram The Stm News - Mwtle Beach Bellingham Herald Daily Tunes The Fresno Bee Ilse rsm� Packet Raleigh Nees & Obsen•er itoc[cHill I Ilse McClatchy S.CeutreH Sun Herald si Ilse hvtsas City $t<u S Bee 77ie Sacramento Bee Mahn Statesman Lexington Herald -Leader San Luis Obispo Tribtme Bradentmt Herald The Telegraph-lfacon Tacoma I The News Tribime The Charlotte Obsen er Merced Stm-5tar Tri-City Herald The State Miami Herald The ivwhita Eagle Ledger -Enquirer El Nueva Herald The Olympian AFFIDAVIT OF PUBLICATION Account# Order Number Identification Order PO Amount Cols Depth 255M 579162 Print Legal Ad-1PL01867360 - IPL0186736 1 975G2 $0.78 1 45 L Attention: Krisiti Felbinger WHATCOM CO COUNCIL 311 GRAND AVE STE 105 BELLINGHAM, WA 982254038 kfelbing@co-whatcom,wa.us ACTION PROPOSED {INTRn- DUCED) The Whatcom County Council will Consider adopting and may amend the following at its 1 pm. special meet- ing on August 15, 2024. or at a later date: ORDINANCE AMENDING THE 2024 WHATCOM COUN- TY BUDGET, REQUEST NO. 11, IN THE AMOUNT OF $100,000 tAB2024-507): This ordinance amends the 2024 Whatcom County budget to appropriate $100,000 tram the General Fund to fund attorney for County Council. This ordinance was introduced on July 30, 2024. Public documents are available for re- view weekdays from 8:30 a.m. to 4-30 p.m. in the Council Office, 311 Grand Avenue, Suite 105, Bellingham, and at whatcomcountyus/council. View meeting schedules, agendas, minutes, videos, documents and archives at whatcom.tegistar.com. The Council is currently holding hybrid meetings, which can be attended either in per- son or remotely. Full Council meetings begin at 6 p.m. (unless otherwise an- nounced) in the Council Chambers at 311 Grand Avenue. Instructions for remote participation can be found at www whatcomcounty.us/joinvirtual- council or by contacting the Council Office at 360-778-5010. The Council Chambers is handicapped accessi- ble. People with special needs who will he attending Council meetings are asked to contact the Council Office (360-778-5010) at least 96 hours in advance. Publish August 4, 2024 IPI-0186736 Aug 4 2024 AFo2u2� , 5u7 Mary Castro, being duly sworn, deposes and says: That he/she is the Principal Clerk of The Bellingham Herald, a daily newspaper printed and published in Bellingham, Whatcom County, State of Washington, and having a general circulation therein, and which said newspaper has been continuously and uninterruptedly published in said County during a period of six months prior to the first publication of the notice, a copy of which is attached hereto: that said notice was published in The Bellingham Herald, as amended, for: 1 insertion(s) published on: 08/04/24 i i (Principal Clerk) R Subscribed and sworn on this 5th day of August in the year of 2024 before me, a Notary Public, personally appeared before me Mary Castro known or identified to me to be the person whose name subscribed to the within instrument, and being by first duly sworn, declared that the statements therein are true, and acknowledged to me that he/she executed the same. r i r i f Notary Public in and for the state of Texas, residing in Dallas County STEPHANfE HAT( -'HER =x ` *= My Notary I0 # 1,3S534406 Expires 4ianuary 14, 2026 r I M1or o Icatea Im . L Legal diammenipleawdoMdeshoyt POTICE OF Acn®N TAKEIJ ON 8-15.2024 The Beaufort Gazette Durham I The Herald -Star The --Modesto Bee The Belleville News -Democrat Fort Worth Star -Telegram 'lie Sun News Beach Bellingham Herald The Fresno Bee Raleigh News & Observer erald Times TheIslandKansa Rock Hilt I The Herald Stm Herald Sun McClatchy City Ilse Kansas City Star The Sacramento Bee Idaho Statesman Lexington Herald -Leader San Luis Obispo Tnbu ne Bradenton Herald The Telegraph - Bacon Tacoma I The News Tribune The Charlotte Observer Merced Sum -Star Tri-City Herald The State Miami Herald The Wichita Eagle Ledger -Enquirer El Nuevo Herald The Ohvmpian AFFIDAVIT OF PUBLICATION Account # Order Number Identification Order p0 Amount Cols Depth 25579 %W9 Print Legal Ad-IPL01NS%O - IPL01895% 97562 $92.64 2 23 L Attention: Krisiti Felbinger WHATCOM CO COUNCIL 311 GRAND AVE STE 105 BELLINGHAM, WA 982254038 kfelbing@co.whatcom.wa.us ---------------------------------------------------------------------------- ACTION TAKEN The Whatcom County Council adopted the following at its August 15, 2024 meeting: ORDINANCE (2024-043) AMENDING THE 2024 WHATCOM�n h,a ��� COUNTY BUDGET, REQUEST NO. 11, IN THE AMOUNT OF $100,000 Ga (AB2024-507): This ordinance amends the 2024 Whatcom County budget to appropriate $100,000 from the General Fund to fund attorney for County Coun- cil. This ordinance was introduced on July 30, 2024. Public documents are available for review weekdays from 8:30 a.m. to 4:30 p.m. in the Council Office, 311 Grand Avenue, Suite 105, Bellingham, and at what- comcounty.us/council. View meeting schedules, agendas, minutes, videos, doc- uments and archives at whatcom.legistar.com. The Council is currently holding hybrid meetings, which can be attended either in person or remotely. Full Coun- cil meetings begin at 6 p.m. (unless otherwise announced) in the Council Cham- bers at 311 Grand Avenue. Instructions for remote participation can be found at www.whatcomcounty.us/joinvirtualcouncil or by contacting the Council Office at 360-778-5010. The Council Chambers is handicapped accessible. People with special needs who will be attending Council meetings are asked to contact the Council Office (360-778-5010) at least 96 hours in advance. Publish August 18, 2024 IPLO189594 Aug 18 2024 Mary Castro, being duly sworn, deposes and says: That he/she is the Principal Clerk of The Bellingham Herald, a daily newspaper printed and published in Bellingham, Whatcom County, State of Washington, and having a general circulation therein, and which said newspaper has been continuously and uninterruptedly published in said County during a period of six months prior to the first publication of the notice, a copy of which is attached hereto: that said notice was published in The Bellingham Herald, as amended, for: 1 insertion(s) published on: 08/18/24 0-f- 44—ro (Principal Clerk) Subscribed and sworn on this 19th day of August in the year of 2024 before me, a Notary Public, personally appeared before me Mary Castro known or identified to me to be the person whose name subscribed to the within instrument, and being by first duly sworn, declared that the statements therein are true, and acknowledged to me that he/she executed the same. Notary Public in and for the state of Texas, residing in Dallas County My Notar° 10 4 133534406 F_)Ores 4aauaary 14, 2026 =ClialpforkntordilWWMa Legal doamerlt please do not destroy! • Whatcom County COUNTY COURTHOUSE 311 Grand Avenue, Ste #105 Bellingham, WA 98225-4038 (360)778-5010 • Agenda Bill Master Report File Number: AB2024-533 File ID: AB2024-533 Version: 1 Status: Substitute Authorized File Created: 08/07/2024 Entered by: CHalka@co.whatcom.wa.us Department: Council Office File Type: Contract Assigned to: Council (Special) Final Action: 08/15/2024 Agenda Date: 08/15/2024 Enactment #: Primary Contact Email: chalka@co.whatcom.wa.us TITLE FOR AGENDA ITEM: Request authorization for the County Executive to enter into a contract agreement between Whatcom County and Pacifica Law Group, LLP for legal services for the Whatcom County Council for pre -election review of Initiative 2024-01 in an amount not to exceed $60,000 SUMMARY STATEMENT OR LEGAL NOTICE LANGUAGE: Request authorization for the County Exceutive to enter into a contract agreement between Whatcom County and Pacifica Law Group, LLP for legal services for the Whatcom County Council for pre -election review of Initiative 2024-01 in an amount not to exceed $60,000 HISTORY OF LEGISLATIVE FILE Date: Acting Body: Action: Sent To: 08/15/2024 Council (Special) SUBSTITUTE AUTHORIZED Aye: 5 Buchanan, Byrd, Donovan, Galloway, and Scanlon Nay: 1 Stremler Absent: 1 Elenbaas Attachments: Memo, Contract, Substitute Contract, Contract #202408016 Whatcom County Page 1 Printed on 4/28/2025 COUNTY COURTHOUSE 311 Grand Avenue, Suite #105 Bellingham, WA 98225-4038 (360) 778-5010 MEMORANDUM TO: Satpal Sidhu, County Executive FROM: Council Office Staff RE: Contract for Legal Services for the Whatcom County Council DATE: August 8, 2024 CLERK OF THE COUNCIL Cathy Halka, AICP, CIVIC Enclosed is a contract between Whatcom County and Pacifica Law Group, LLP for your review and signature. Background and Purpose On July 5, 2024, the Whatcom County Auditor verified the sufficiency of signatures for Initiative 2024-01 to repeal a County Property tax increase, specifically to repeal Proposition 5 (Ordinance 2022-045). On July 9, 2024, the Whatcom County Council approved Resolution 2024-035 requesting Whatcom County Superior Court issue a declaratory judgment to determine whether Initiative 2024-01 is procedurally invalid (AB2024-466). On July 11, 2024, Whatcom County Prosecuting attorney Eric Richey sent a letter to the Whatcom County Council indicating a conflict of interest that precludes the Prosecutor's Office from pursuing the action requested by the Council. The Whatcom County Council, with this contract, is engaging legal services to review pre -election legal issues related to Initiative 2024-01. In accordance with RCW 36.32.200, the presiding superior court judge of the county must review the contract and a signature block for approval is included on the contract. • Funding Amount and Source The proposed contract amount is $60,000. The Council Office submitted a supplemental budget request (#4741) for funding for this contract (see AB2024-507). • Timeframe The timeframe for this contract is approximately 3 months, ending November 5, 2024. Please contact Cathy Halka at ext. 5019, if you have any questions. Encl. WHATCOM COUNTY CONTRACT Whatcom County Contract No. INFORMATION SHEET Originating Department: Council Office Division/Program: (i.e. Dept. Division and Program) Contract or Grant Administrator: Cathy Halka, Legislative Analyst Contractor's / Agency Name: Pacifica Law Group, LLP Is this a New Contract? If not, is this an Amendment or Renewal to an Existing Contract? Yes 0 No 0 Yes Q No 0 If Amendment or Renewal, (per WCC 3.08.100 (a)) Original Contract #: Does contract require Council Approval? Yes (j) No 0 If No, include WCC: Already approved? Council Approved Date: (Exclusions see: Whatcom County Codes 3.06.010, 3.08.090 and 3.08.100) Is this a grant agreement? Yes 0 No Q If yes, grantor agency contract number(s): CFDA#: Is this contract grant funded? Yes 0 No O If yes, Whatcom County grant contract number(s): Is this contract the result of a RFP or Bid process? Contract Yes 0 No (j) If yes, RFP and Bid number(s): Cost Center: 1100.6630 Is this agreement excluded from E-Verify? No @ Yes 0 If no, include Attachment D Contractor Declaration form. If YES, indicate exclusion(s) below: ❑ Professional services agreement for certified/licensed professional. ❑ Goods and services provided due to an emergency ❑■ Contract work is for less than $100,000. ❑ Contract for Commercial off the shelf items (COTS). ❑■ Contract work is for less than 120 days. ❑ Work related subcontract less than $25,000. ❑ Interlocal Agreement (between Governments). ❑ Public Works - Local Agency/Federally Funded FHWA. Contract Amount:(sum of original contract Council approval required for; all property leases, contracts or bid awards exceeding amount and any prior amendments): $40,000, and professional service contract amendments that have an increase greater $ 60,000 than $10,000 or 10% of contract amount, whichever is greater, except when: 1. Exercising an option contained in a contract previously approved by the council. This Amendment Amount: 2. Contract is for design, construction, r-o-w acquisition, prof services, or other $ capital costs approved by council in a capital budget appropriation ordinance. 3. Bid or award is for supplies. Total Amended Amount: $ 60,000 4. Equipment is included in Exhibit "B" of the Budget Ordinance. 5. Contract is for manufacturer's technical support and hardware maintenance of electronic systems and/or technical support and software maintenance from the Summary of Scope: developer of proprietary software currently used by Whatcom County. Legal services for the Whatcom County Council including review of pre -election legal issues related to Initiative 2024-01 and legally appropriate pre -election litigation. Term Of Contract: Approximately 3 months Expiration Date: November 5, 2024 Contract Routing: 1. Prepared by: Cathy Halka Date: 8/8/2024 2. Attorney signoff: George Roche (by email/ch) Date: 8/8/2024 3. AS Finance reviewed: Brad Bennett (by email/AT/CH) Date: 8/8/2024 4. IT reviewed (if IT related): Date: 5. Contractor signed: Date: 6. Executive contract review: Date: 7. Council approved, if necessary: Date: 8. Executive signed: Date: 9. Original to Council: Date: Last edited 06/23/2023 Whatcom County Contract No. CONTRACT FOR SERVICES Between Whatcom County and Pacifica Law Group, LLP Pacifica Law Group, LLP , hereinafter called Contractor and Whatcom County, hereinafter referred to as County, agree and contract as set forth in this Agreement, including: General Conditions, pp. 3 to 13 Exhibit A (Scope of Work), pp. 14 to 14 Exhibit B (Compensation), pp. 15 to 15 Exhibit C (Certificate of Insurance). Copies of these items are attached hereto and incorporated herein by this reference as if fully set forth herein. The term of this Agreement shall commence on the 15 day of August , 2024 , and shall, unless terminated or renewed as elsewhere provided in the Agreement, terminate on the 5 day of November , 2024 . The general purpose or objective of this Agreement is to: review pre -election legal issues related to Initiative 2024-01 and engage in legally appropriate pre -election litigation in consultation with the client (Whatcom County Council) , as more fully and definitively described in Exhibit A hereto. The language of Exhibit A controls in case of any conflict between it and that provided here. The maximum consideration for the initial term of this agreement or for any renewal term shall not exceed $ 60,000 . The Contract Number, set forth above, shall be included on all billings or correspondence in connection therewith. Contractor acknowledges and by signing this contract agrees that the Indemnification provisions set forth in Paragraphs 11.1, 21.1, 30.1, 31.2, 32.1, 34.2, and 34.3, if included, are totally and fully part of this contract and have been mutually negotiated by the parties. IN WITNESS WHEREOF, the parties have executed this Agreement this_ day of Auqust 2024 Each signatory below to this Contract warrants that he/she is the authorized agent of the respective party; and that he/she has the authority to enter into the contract and to bind the party thereto. CONTRACTOR: Pacifica Law Group LLP Paul Lawrence, Partner CONTRACTOR INFORMATION: Pacifica Law Group LLP Paul Lawrence, Partner Address: 1191 Second Ave, Suite 2000 Seattle, WA 98101 Mailing Address: 1191 Second Ave, Suite 2000 Seattle, WA 98101 Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) WHATCOM COUNTY: Recommended for Approval: Department Director Date Approved as to form: Prosecuting Attorney Date Approved: Accepted for Whatcom County: By: Satpal Singh Sidhu, Whatcom County Executive Lee Grochmal, Superior Court Judge Date Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) GENERAL CONDITIONS Series 00-09: Provisions Related to Scope and Nature of Services 0.1 Scope of Services: The Contractor agrees to provide to the County services and any materials as set forth in the project narrative identified as Exhibit "A", during the agreement period. No material, labor, or facilities will be furnished by the County, unless otherwise provided for in the Agreement. Series 10-19: Provisions Related to Term and Termination 10.1 Term: Services provided by Contractor prior to or after the term of this contract shall be performed at the expense of Contractor and are not compensable under this contract unless both parties hereto agree to such provision in writing. The term of this Agreement may be extended by mutual agreement of the parties; provided, however, that the Agreement is in writing and signed by both parties. 10.2 Extension: The duration of this Agreement may be extended by mutual written consent of the parties, for a period of up to one year, and for a total of no longer than three years. 11.1 Termination for Default: If the Contractor defaults by failing to perform any of the obligations of the contract or becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an assignment for the benefit of creditors, the County may, by depositing written notice to the Contractor in the U.S. mail, first class postage prepaid, terminate the contract, and at the County's option, obtain performance of the work elsewhere. Termination shall be effective upon Contractor's receipt of the written notice, or within three (3) days of the mailing of the notice, whichever occurs first. If the contract is terminated for default, the Contractor shall not be entitled to receive any further payments under the contract until all work called for has been fully performed. Any extra cost or damage to the County resulting from such default(s) shall be deducted from any money due or coming due to the Contractor. The Contractor shall bear any extra expenses incurred by the County in completing the work, including all increased costs for completing the work, and all damage sustained, or which may be sustained by the County by reason of such default. 11.2 Termination for Reduction in Funding: In the event that funding from State, Federal or other sources is withdrawn, reduced, or limited in any way after the effective date of this Agreement, and prior to its normal completion, the County may summarily terminate this Agreement as to the funds withdrawn, reduced, or limited, notwithstanding any other termination provisions of this Agreement. If the level of funding withdrawn, reduced or limited is so great that the County deems that the continuation of the programs covered by this Agreement is no longer in the best interest of the County, the County may summarily terminate this Agreement in whole, notwithstanding any other termination provisions of this Agreement. Termination under this section shall be effective upon receipt of written notice as specified herein, or within three days of the mailing of the notice, whichever occurs first. 11.3 Termination for Public Convenience: The County may terminate the Agreement in whole or in part whenever the County determines, in its sole discretion, that such termination is in the interests of the County. Whenever the Agreement is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed at unit contract prices for completed items of work. An equitable adjustment in the contract price for partially completed items of work will be made, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this Agreement by the County at any time during the term, whether for default or convenience, shall not constitute breach of contract by the County. Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) Series 20-29: Provisions Related to Consideration and Payments 20.1 Accounting and Payment for Contractor Services: Payment to the Contractor for services rendered under this Agreement shall be as set forth in Exhibit "B." Where Exhibit "B" requires payments by the County, payment shall be based upon written claims supported, unless otherwise provided in Exhibit "B," by documentation of units of work actually performed and amounts earned, including, where appropriate, the actual number of days worked each month, total number of hours for the month, and the total dollar payment requested, so as to comply with municipal auditing requirements. Unless specifically stated in Exhibit "B" or approved in writing in advance by the official executing this Agreement for the County or his designee (hereinafter referred to as the "Administrative Officer") the County will not reimburse the Contractor for any costs or expenses incurred by the Contractor in the performance of this contract. Where required, the County shall, upon receipt of appropriate documentation, compensate the Contractor, no more often than monthly, in accordance with the County's customary procedures, pursuant to the fee schedule set forth in Exhibit "B." 21.1 Taxes: The Contractor understands and acknowledges that the County will not withhold Federal or State income taxes. Where required by State or Federal law, the Contractor authorizes the County to withhold for any taxes other than income taxes (i.e., Medicare). All compensation received by the Contractor will be reported to the Internal Revenue Service at the end of the calendar year in accordance with the applicable IRS regulations. It is the responsibility of the Contractor to make the necessary estimated tax payments throughout the year, if any, and the Contractor is solely liable for any tax obligation arising from the Contractor's performance of this Agreement. The Contractor hereby agrees to indemnify the County against any demand to pay taxes arising from the Contractor's failure to pay taxes on compensation earned pursuant to this Agreement. The County will pay sales and use taxes imposed on goods or services acquired hereunder as required by law. The Contractor must pay all other taxes, including, but not limited to, Business and Occupation Tax, taxes based on the Contractor's gross or net income, or personal property to which the County does not hold title. The County is exempt from Federal Excise Tax. 22.1 Withholding Payment: In the event the County's Administrative Officer determines that the Contractor has failed to perform any obligation under this Agreement within the times set forth in this Agreement, then the County may withhold from amounts otherwise due and payable to Contractor the amount determined by the County as necessary to cure the default, until the Administrative Officer determines that such failure to perform has been cured. Withholding under this clause shall not be deemed a breach entitling Contractor to termination or damages, provided that the County promptly gives notice in writing to the Contractor of the nature of the default or failure to perform, and in no case more than 10 days after it determines to withhold amounts otherwise due. A determination of the Administrative Officer set forth in a notice to the Contractor of the action required and/or the amount required to cure any alleged failure to perform shall be deemed conclusive, except to the extent that the Contractor acts within the times and in strict accord with the provisions of the Disputes clause of this Agreement. The County may act in accordance with any determination of the Administrative Officer which has become conclusive under this clause, without prejudice to any other remedy under the Agreement, to take all or any of the following actions: (1) cure any failure or default, (2) to pay any amount so required to be paid and to charge the same to the account of the Contractor, (3) to set off any amount so paid or incurred from amounts due or to become due the Contractor. In the event the Contractor obtains relief upon a claim under the Disputes clause, no penalty or damages shall accrue to Contractor by reason of good faith withholding by the County under this clause. 23.1 Labor Standards: The Contractor agrees to comply with all applicable state and federal requirements, including but not limited to those pertaining to payment of wages and working conditions, in accordance with RCW 39.12.040, the Prevailing Wage Act; the Americans with Disabilities Act of 1990; the Davis -Bacon Act; and the Contract Work Hours and Safety Standards Act providing for weekly payment of prevailing wages, minimum overtime pay, and providing that no laborer or mechanic shall be required to work in surroundings or under conditions which are unsanitary, hazardous, or dangerous to health and safety as determined by regulations promulgated by the Federal Secretary of Labor and the State of Washington. Series 30-39: Provisions Related to Administration of Agreement 30.1 Independent Contractor: Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) In providing services under this Contract, the Contractor is an independent contractor, and neither it nor its officers, agents, or employees are employees of the County for any purpose. The Contractor shall be responsible for all federal and/or state tax, industrial insurance, and Social Security liability that may result from the performance of and compensation for these services and shall make no claim of career service or civil service rights which may accrue to a County employee under state or local law. The County assumes no responsibility for the payment of any compensation, wages, benefits, or taxes, by, or on behalf of the Contractor, its employees, and/or others by reason of this Contract. The Contractor shall protect, indemnify, defend, and save harmless the County, its officers, agents, and employees from and against any and all claims, costs, and/or losses whatsoever occurring or resulting from (1) the Contractor's failure to pay any such compensation, wages, benefits, or taxes, and/or (2) the supplying to the Contractor of work, services, materials, or supplies by Contractor employees or other suppliers in connection with or support of the performance of this Contract. 30.2 Assignment and Subcontracting: The performance of all activities contemplated by this agreement shall be accomplished by the Contractor. No portion of this contract may be assigned or subcontracted to any other individual, firm or entity without the express and prior written approval of the County. 30.3 No Guarantee of Employment: The performance of all or part of this contract by the Contractor shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee any employment of the Contractor or any employee of the Contractor or any subcontractor or any employee of any subcontractor by the County at the present time or in the future. 31.1 Ownership of Items Produced and Public Records Act: All writings, programs, data, public records or other materials prepared by the Contractor and/or its consultants or subcontractors, in connection with performance of this Agreement, shall be the sole and absolute property of the County. If the Contractor creates any copyrightable materials or invents any patentable property, the Contractor may copyright or patent the same, but the County retains a royalty -free, nonexclusive and irrevocable license to reproduce, publish, recover, or otherwise use the materials or property and to authorize other governments to use the same for state or local governmental purposes. Contractor further agrees to make research, notes, and other work products produced in the performance of this Agreement available to the County upon request. Ownership. Any and all data, writings, programs, public records, reports, analyses, documents, photographs, pamphlets, plans, specifications, surveys, films or any other materials created, prepared, produced, constructed, assembled, made, performed or otherwise produced by the Contractor or the Contractor's subcontractors or consultants for delivery to the County under this Contract shall be the sole and absolute property of the County. Such property shall constitute "work made for hire" as defined by the U.S. Copyright Act of 1976, 17 U.S.C. § 101, and the ownership of the copyright and any other intellectual property rights in such property shall vest in the County at the time of its creation. Ownership of the intellectual property includes the right to copyright, patent, and register, and the ability to transfer these rights. Material which the Contractor uses to perform this Contract but is not created, prepared, constructed, assembled, made, performed or otherwise produced for or paid for by the County is owned by the Contractor and is not "work made for hire" within the terms of this Agreement. Public Records Act. This Contract and all records associated with this Contract shall be available for inspection and copying by the public where required by the Public Records Act, Chapter 42.56 RCW (the "Act"). To the extent that public records then in the custody of the Contractor are needed for the County to respond to a request under the Act, as determined by the County, the Contractor agrees to make them promptly available to the County at no cost to the County. If the Contractor considers any portion of any record provided to the County under this Agreement, whether in electronic or hard copy form, to be protected from disclosure under law, the Contractor shall clearly identify any specific information that it claims to be confidential or proprietary. If the County receives a request under the Act to inspect or copy the information so identified by the Contractor and the County determines that release of the information is required by the Act or otherwise appropriate, the County's sole obligations shall be to notify the Contractor (a) of the request and (b) of the date that such information will be released to the requester unless the Contractor obtains a court order to enjoin that disclosure pursuant to RCW 42.56.540. If the Contractor fails to timely obtain a court order enjoining disclosure, the County will release the requested information on the date specified. The County has, and by this section assumes, no obligation on behalf of the Contractor to claim any exemption from disclosure under the Act. The County shall not be liable to the Contractor for releasing records not clearly identified by the Contractor as confidential or proprietary. The County shall not be liable to the Contractor for any records that the County releases in compliance with this section or in compliance with an order of a court of competent jurisdiction. The Contractor shall be liable to the requester for any and all fees, costs, penalties or damages imposed or alleged as a result of the Contractor's failure to provide adequate or timely records. Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) This provision and the obligations it establishes shall remain in effect after the expiration of this contract. 31.2 Patent/Copyright Infringement: Contractor will defend and indemnify the County from any claimed action, cause or demand brought against the County, to the extent such action is based on the claim that information supplied by the Contractor infringes any patent or copyright. The Contractor will pay those costs and damages attributable to any such claims that are finally awarded against the County in any action. Such defense and payments are conditioned upon the following: A. The Contractor shall be notified promptly in writing by the County of any notice of such claim. B. Contractor shall have the right, hereunder, at its option and expense, to obtain for the County the right to continue using the information, in the event such claim of infringement, is made, provided no reduction in performance or loss results to the County. 32.1 Confidentiality: The Contractor, its employees, subcontractors, and their employees shall maintain the confidentiality of all information provided by the County or acquired by the Contractor in performance of this Agreement, except upon the prior written consent of the County or an order entered by a court after having acquired jurisdiction over the County. Contractor shall immediately give to the County notice of any judicial proceeding seeking disclosure of such information. Contractor shall indemnify and hold harmless the County, its officials, agents or employees from all loss or expense, including, but not limited to, settlements, judgments, setoffs, attorneys' fees and costs resulting from Contractor's breach of this provision. 33.1 Right to Review: This contract is subject to review by any Federal, State or County auditor. The County or its designee shall have the right to review and monitor the financial and service components of this program by whatever means are deemed expedient by the Administrative Officer or by the County Auditor's Office. Such review may occur with or without notice and may include, but is not limited to, on -site inspection by County agents or employees, inspection of all records or other materials which the County deems pertinent to the Agreement and its performance, and any and all communications with or evaluations by service recipients under this Agreement. The Contractor shall preserve and maintain all financial records and records relating to the performance of work under this Agreement for three (3) years after contract termination, and shall make them available for such review, within Whatcom County, State of Washington, upon request. Contractor also agrees to notify the Administrative Officer in advance of any inspections, audits, or program review by any individual, agency, or governmental unit whose purpose is to review the services provided within the terms of this Agreement. If no advance notice is given to the Contractor, then the Contractor agrees to notify the Administrative Officer as soon as it is practical. 34.1 Insurance The Contractor shall, at its own expense, obtain and continuously maintain the following insurance coverage for the duration of this contract, which shall include insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, subcontractors or employees. All insurers providing such insurance shall have an A.M. Best Rating of not less that A- (or otherwise be acceptable to the County) and be licensed to do business in the State of Washington and admitted by the Washington State Insurance Commissioner. Coverage limits shall be the minimum limits identified in this Contract or the coverage limits provided or available under the policies maintained by the Contractor without regard to this Contract, whichever are greater. Commercial General Liability Property Damage $500,000.00, per occurrence General Liability & bodily injury $1,000,000.00, per occurrence Annual Aggregate $2,000,000.00 At least as broad as ISO form CG 00 01 or the equivalent, which coverage shall include personal injury, bodily injury and property damage for Premises Operations, Products and Completed Operations, Personal/Advertising Injury, Contractual Liability, Independent Contractor Liability, medical payments and Stop Gap/Employer's Liability. Coverage shall not exclude or contain sub -limits less than the minimum limits required, unless approved in writing by the County. 2. Professional Liability Professional Liability - $1,000,000 per occurrence a. Obtain professional liability insurance covering the negligent acts, errors, or omissions of the professional in connection with the performance of services to the County. If any insurance policy or the professional liability insurance is written on a claims made form, its retroactive date, and that of all subsequent renewals, shall be no later than the effective date of this Contract. The policy shall state that coverage is claims made, and state the retroactive date. Claims -made form coverage shall be maintained Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) by the Contractor for a minimum of 36 months following the Completion Date or earlier termination of this Contract, and the Contractor shall annually provide the Contracting Agency with proof of renewal. If renewal of the claims made form of coverage becomes unavailable, or economically prohibitive, the Contractor shall purchase an extended reporting period ("tail") or execute another form of guarantee acceptable to the Contracting Agency to assure financial responsibility for liability for services performed. 3. Additional Insurance Requirements and Provisions a. All insurance policies shall provide coverage on an occurrence basis. b. Additional Insureds. Whatcom County, its departments, elected and appointed officials, employees, agents and volunteers shall be included as additional insureds on Contractor's and Contractor's subcontractors' insurance policies by way of endorsement for the full available limits of insurance required in this contract or maintained by the Contractor and subcontractor, whichever is greater. c. Primary and Non-contributory Insurance. Contractor shall provide primary insurance coverage and the County's insurance shall be non-contributory. Any insurance, self -insured retention, deductible, risk retention or insurance pooling maintained or participated in by the County shall be excess and non- contributory to Contractor's insurance. Waiver of Subrogation. The insurance policy shall provide a waiver of subrogation with respect to each insurance policy maintained under this Contract. When required by an insurer, or if a policy condition does not permit Contractor to enter into a pre -loss agreement to waive subrogation without an endorsement, then Contractor agrees to notify the insurer and obtain such endorsement. This requirement shall not apply to any policy which includes a condition expressly prohibiting waiver of subrogation by the insured or which voids coverage should the Contractor enter into such a waiver of subrogation on a pre - loss basis. Review of and Revision of Policy Provisions. Upon request, the Contractor shall provide a full and complete certified copy of all requested insurance policies to the County. The County reserves the right, but not the obligation, to revise any insurance requirement, including but not limited to limits, coverages and endorsements, or to reject any insurance policies which fail to meet the requirements of this Contract. Additionally, the County reserves the right, but not the obligation, to review and reject any proposed insurer providing coverage based upon the insurer's financial condition or licensing status in Washington. Verification of Coverage/Certificates and Endorsements. The Contractor shall furnish the County with a certificate of insurance and endorsements required by this contract. The certificates and endorsements for each policy shall be signed by a person authorized by the insurer to bind coverage on its behalf. The certificate and endorsements for each insurance policy are to be on forms approved by the County prior to commencement of activities associated with the contract. The certificate and endorsements, and renewals thereof, shall be attached hereto as Exhibit "C". If Exhibit C is not attached, the Contractor must submit the certificate and endorsements required in this contract to the County prior to the commencement of any work on the contracted project. A certificate alone is insufficient proof of the required insurance; endorsements must be included with the certificate. The certificate of insurance must reflect the insurance required in this contract, including appropriate limits, insurance coverage dates, per occurrence, and in the description of operations, include the County project, Whatcom County, its departments, officials, employees, agents and volunteers as additional insureds, primary, non-contributory, and waiver of subrogation. g. The County must be notified immediately in writing of any cancellation of the policy, exhaustion of aggregate limits, notice of intent not to renew insurance coverage, expiration of policy or change in insurer carrier. Contractor shall always provide the County with a current copy of the certificate and endorsements throughout the duration of the contract. No Limitation on Liability. The insurance maintained under this Contract shall not in any manner limit the liability or qualify the liabilities or obligations of the Contractor to the coverage provided by such insurance, or otherwise limit the County's recourse to any remedy available at law or equity. Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) Payment Conditioned on Insurance and Failure to Maintain Insurance. Compensation and/or payments due to the Contractor under this Contract are expressly conditioned upon the Contractor's compliance with all insurance requirements. Failure on the part of the Contractor to maintain the insurance as required shall constitute a material breach of contract. Payment to the Contractor may be suspended in the event of non-compliance, upon which the County may, after giving five business days' notice to the Contractor to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the County on demand or offset against funds due the Contractor. Upon receipt of evidence of Contractor's compliance, payments not otherwise subject to withholding or set-off will be released to the Contractor. Workers' Compensation. The Contractor shall maintain Workers' Compensation coverage as required under the Washington State Industrial Insurance Act, RCW Title 51, for all Contractors' employees, agents and volunteers eligible for such coverage under the Industrial Insurance Act. k. Failure of the Contractor to take out and/or maintain required insurance shall not relieve the Contractor or subcontractors from any liability under the contract, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations concerning indemnification. The County does not waive any insurance requirements even in the event the certificate or endorsements provided by the Contractor were insufficient or inadequate proof of coverage but not objected to by the County. The County's failure to confirm adequate proof of insurance requirements does not constitute a waiver of the Contractor's insurance requirements under this Contract. Availability of Contractor Limits. If the Contractor maintains higher insurance limits than the minimums shown above, the County shall be insured for the full available limits, including Excess or Umbrella liability maintained by the Contractor, irrespective of whether such limits maintained by the Contractor are greater than those required by this contract or whether any certificate furnished to the County evidences limits of liability lower than those maintained by the Contractor. m. Insurance for Subcontractors. If the Contractor subcontracts (if permitted in the contract) any portion of this Contract, the Contractor shall include all subcontractors as insureds under its policies or shall require separate certificates of insurance and policy endorsements from each subcontractor. Insurance coverages by subcontractors must comply with the insurance requirements of the Contractor in this contract and shall be subject to all of the requirements stated herein, including naming the County as additional insured. n. The Contractor agrees Contractor's insurance obligation shall survive the completion or termination of this Contract for a minimum period of three years. 34.3 Defense & Indemnity Agreement. To the fullest extent permitted by law, the Contractor agrees to indemnify, defend and hold the County and its departments, elected and appointed officials, employees, agents and volunteers, harmless from and against any and all claims, damages, losses and expenses, including but not limited to court costs, attorney's fees, and alternative dispute resolution costs, for any personal injury, for any bodily injury, sickness, disease, or death and for any damage to or destruction of any property (including the loss of use resulting therefrom) which: 1) are caused by any error, act or omission, negligent or otherwise, of the Contractor, its employees, agents or volunteers or Contractor's subcontractors and their employees, agents or volunteers; or 2) directly arise out of or occur in connection with performance of this Contract or 3) are based upon the Contractor's or its subcontractors' use of, presence upon, or proximity to the property of the County. This indemnification obligation of the Contractor shall not apply in the limited circumstance where the claim, damage, loss, or expense is caused by the sole negligence of the County and only to the extent of the negligence of the contractor. Should a court of competent jurisdiction determine that this contract is subject to RCW 4.24.115, then in the event of concurrent negligence of the Contractor, its subcontractors, employees or agents, and the County, its employees or agents, this indemnification obligation of the Contractor shall be valid and enforceable only to the extent of the negligence of the Contractor, its subcontractors, employees, and agents. This indemnification obligation of the Contractor shall not be limited in any way by the Washington State Industrial Insurance Act, RCW Title 51, or by application of any other workmen's compensation act, disability benefit act or other employee benefit act, and the Contractor hereby expressly waives any immunity afforded by such acts. Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) It is further provided that no liability shall attach to the County by reason of entering into this contract, except as expressly provided herein. The parties specifically agree that this Contract is for the benefit of the parties only and this Contract shall create no rights in any third party. The County reserves the right, but not the obligation, to participate in the defense of any claim, damages, losses, or expenses, and such participation shall not constitute a waiver of Contractor's indemnity obligations under this Agreement. In the event the Contractor enters into subcontracts to the extent allowed under this Contract, the Contractor's subcontractors shall indemnify the County on a basis equal to or exceeding Contractor's indemnity obligations to the County. The Contractor shall pay all attorney's fees and expenses incurred by the County in establishing and enforcing the County's rights under this indemnification provision, whether or not suit was instituted. The Contractor agrees all Contractor's indemnity obligations shall survive the completion, expiration or termination of this Agreement. The foregoing indemnification obligations of the Contractor are a material inducement to County to enter into this Agreement and are reflected in the Contractor's compensation. By signing this contract, the Contractor acknowledges that it has freely negotiated and agreed to the indemnification requirements to defend, indemnify and hold harmless the County from all claims and suits including those brought against the County by the Contractor's own employees, arising from this contract. 35.1 Non -Discrimination in Employment: (Must be included in every contract as per Ord. 2021-016) The County's policy is to provide equal opportunity in all terms, conditions and privileges of employment for all qualified applicants and employees without regard to race, color, creed, religion, national origin, sex, sexual orientation (including gender identity), age, marital status, disability, or veteran status. The Contractor shall comply with all laws prohibiting discrimination against any employee or applicant for employment on the grounds of race, color, creed, religion, national origin, sex, sexual orientation (including gender identity), age, marital status, disability, political affiliation, or veteran status, except where such constitutes a bona fide occupational qualification. Furthermore, in those cases in which the Contractor is governed by such laws, the Contractor shall take affirmative action to insure that applicants are employed, and treated during employment, without regard to their race, color, creed, religion, national origin, sex, age, marital status, sexual orientation (including gender identity), disability, or veteran status, except where such constitutes a bona fide occupational qualification. Such action shall include, but not be limited to: advertising, hiring, promotions, layoffs or terminations, rate of pay or other forms of compensation benefits, selection for training including apprenticeship, and participation in recreational and educational activities. In all solicitations or advertisements for employees placed by them or on their behalf, the Contractor shall state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex or national origin. The foregoing provisions shall also be binding upon any subcontractor, provided that the foregoing provision shall not apply to contracts or subcontractors for standard commercial supplies or raw materials, or to sole proprietorships with no employees. 35.2 Non -Discrimination in Client Services:: (Must be included in every contract as per Ord. 2021-016) The Contractor shall not discriminate on the grounds of race, color, creed, religion, national origin, sex, age, marital status, sexual orientation (including gender identity), disability, or veteran status; or deny an individual or business any service or benefits under this Agreement unless otherwise allowed by applicable law; or subject an individual or business to segregation or separate treatment in any manner related to his/her/its receipt any service or services or other benefits provided under this Agreement unless otherwise allowed by applicable law; or deny an individual or business an opportunity to participate in any program provided by this Agreement unless otherwise allowed by applicable law. 36.1 Waiver of Noncompetition: Contractor irrevocably waives any existing rights which it may have, by contract or otherwise, to require another person or corporation to refrain from submitting a proposal to or performing work or providing supplies to the County, and contractor further promises that it will not in the future, directly or indirectly, induce or solicit any person or corporation to refrain from submitting a bid or proposal to or from performing work or providing supplies to the County. 36.2 Conflict of Interest: If at any time prior to commencement of, or during the term of this Agreement, Contractor or any of its employees involved in the performance of this Agreement shall have or develop an interest in the subject matter of this Agreement that is potentially in conflict with the County's interest, then Contractor shall immediately notify the County of the same. The notification of the County shall be made with sufficient specificity to enable the County to make an informed judgment as to whether or not the County's interest may be compromised Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) in any manner by the existence of the conflict, actual or potential. Thereafter, the County may require the Contractor to take reasonable steps to remove the conflict of interest. The County may also terminate this contract according to the provisions herein for termination. 37.1 Administration of Contract: This Agreement shall be subject to all laws, rules, and regulations of the United States of America, the State of Washington, and political subdivisions of the State of Washington. The Contractor also agrees to comply with applicable federal, state, county or municipal standards for licensing, certification and operation of facilities and programs, and accreditation and licensing of individuals. The County hereby appoints, and the Contractor hereby accepts, the Whatcom County Executive, and his or her designee, as the County's representative, hereinafter referred to as the Administrative Officer, for the purposes of administering the provisions of this Agreement, including the County's right to receive and act on all reports and documents, and any auditing performed by the County related to this Agreement. The Administrative Officer for purposes of this agreement is: Whatcom County Council Cathy Halka, Clerk of the Council 311 Grand Avenue, Suite 105 Bellingham, WA 98225 360-778-5010 chalka@co.whatcom.wa.us 37.2 Notice: Any notices or communications required or permitted to be given by this Contract must be (i) given in writing and (ii) personally delivered or mailed, by prepaid, certified mail or overnight courier, or transmitted by electronic mail transmission (including PDF), to the party to whom such notice or communication is directed, to the mailing address or regularly -monitored electronic mail address of such party as follows: To: Pacifica Law Group, LLC 1191 Second Ave, Suite 2000 Seattle, WA 98101 Attention: Paul Lawrence Telephone: 206-245-1700 Email: Paul. lawrence(bpacificalawgroup.com To: Whatcom County Council 311 Grand Avenue, Suite 105 Bellingham, WA 98225 Attention: Clerk of the Council Telephone: 360-778-5010 Email: chalka(a.co.whatcom.wa.us Any such notice or communication shall be deemed to have been given on (i) the day such notice or communication is personally delivered, (ii) three (3) days after such notice or communication is mailed by prepaid certified or registered mail, (iii) one (1) working day after such notice or communication is sent by overnight courier, or (iv) the day such notice or communication is sent electronically, provided that the sender has received a confirmation of such electronic transmission. A party may, for purposes of this Agreement, change his, her or its address, email address or the person to whom a notice or other communication is marked to the attention of, by giving notice of such change to the other party pursuant to this Section. 37.3 If agreed by the parties, this Contract may be executed by Email transmission and PDF signature and Email transmission and PDF signature shall constitute an original for all purposes. 38.1 Certification of Public Works Contractor's Status under State Law: If applicable, Contractor certifies that it has fully met the responsibility criteria required of public works contractors under RCW 39.04.350 (1), which include: (a) having a certificate of registration in compliance with RCW 18.27; (b) having a current state unified business identifier number; (c) if applicable, having industrial insurance coverage for its employees working in Washington as required in Title 51 RCW, an employment security department number as required in Title 50 RCW, and a state excise tax registration number as required in Title 82 RCW; and (d) not being disqualified from bidding on any public works contract under RCW 39.06.010 or 39.12.065 (3). 38.2 Certification Regarding Federal Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transactions: Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) If applicable, the Contractor further certifies, by executing this contract, that neither it nor its principles is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or Agency. The Contractor also agrees that it shall not knowingly enter into any lower tier covered transactions (a transaction between the Contractor and any other person) with a person who is proposed for debarment, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, and the Contractor agrees to include this clause titled "Certification Regarding Federal Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction" without modification, in all lower tier covered transactions and in all solicitations for lower tier transactions. The "Excluded Parties List System in the System for Award Management (SAM) website is available to research this information at WWW.SAM.GOV. Contractor shall immediately notify Whatcom County if, during the term of this Contract, Contractor becomes debarred. 38.3 E-Verify: The E-Verify contractor program for Whatcom County applies to contracts of $100,000 or more and sub contracts for $25,000 or more if the primary contract is for $100,000 or more. If applicable, Contractor represents and warrants that it will, for at least the duration of this contract, register and participate in the status verification system for all newly hired employees. The term "employee" as used herein means any person that is hired to perform work for Whatcom County. As used herein, "status verification system" means the Illegal Immigration Reform and Immigration Responsibility Act of 1996 that is operated by the United States Department of Homeland Security, also known as the E-Verify Program, or any other successor electronic verification system replacing the E-Verify Program. Contractor/Seller agrees to maintain records of such compliance and, upon request of the County, to provide a copy of each such verification to the County. Contractor/Seller further represents and warrants that any person assigned to perform services hereunder meets the employment eligibility requirements of all immigration laws of the State of Washington. Contractor/Seller understands and agrees that any breach of these warranties may subject Contractor/Seller to the following: (a) termination of this Agreement and ineligibility for any Whatcom County contract for up to three (3) years, with notice of such cancellation/termination being made public. In the event of such termination/cancellation, Contractor/Seller would also be liable for any additional costs incurred by the County due to contract cancellation or loss of license or permit." Contractor will review and enroll in the E-Verify program through this website: www.uscis.gov Series 40-49: Provisions Related to Interpretation of Agreement and Resolution of Disputes 40.1 Modifications: Either party may request changes in the Agreement. Any and all agreed modifications, to be valid and binding upon either party, shall be in writing and signed by both of the parties. 40.2 Contractor Commitments, Warranties and Representations: Any written commitment received from the Contractor concerning this Agreement shall be binding upon the Contractor, unless otherwise specifically provided herein with reference to this paragraph. Failure of the Contractor to fulfill such a commitment shall render the Contractor liable for damages to the County. A commitment includes, but is not limited to, any representation made prior to execution of this Agreement, whether or not incorporated elsewhere herein by reference, as to performance of services or equipment, prices or options for future acquisition to remain in effect for a fixed period, or warranties. 41.1 Severability: If any term or condition of this contract or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this contract are declared severable. 41.2 Waiver: Waiver of any breach or condition of this contract shall not be deemed a waiver of any prior or subsequent breach. No term or condition of this contract shall be held to be waived, modified or deleted except by an instrument, in writing, signed by the parties hereto. The failure of the County to insist upon strict performance of any of the covenants and agreements of this Agreement, or to exercise any option herein conferred in any one or more instances, shall not be construed to be a waiver or relinquishment of any such, or any other covenants or agreements, but the same shall be and remain in full force and effect. 42.1 Disputes: a. General: Differences between the Contractor and the County, arising under and by virtue of the Contract Documents, shall be brought to the attention of the County at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) Except for such objections as are made of record in the manner hereinafter specified and within the time limits stated, the records, orders, rulings, instructions, and decisions of the Administrative Officer shall be final and conclusive. b. Notice of Potential Claims: The Contractor shall not be entitled to additional compensation which otherwise may be payable, or to extension of time for (1) any act or failure to act by the Administrative Officer or the County, or (2) the happening of any event or occurrence, unless the Contractor has given the County a written Notice of Potential Claim within ten (10) days of the commencement of the act, failure, or event giving rise to the claim, and before final payment by the County. The written Notice of Potential Claim shall set forth the reasons for which the Contractor believes additional compensation or extension of time is due, the nature of the cost involved, and insofar as possible, the amount of the potential claim. Contractor shall keep full and complete daily records of the work performed, labor and material used, and all costs and additional time claimed to be additional. Detailed Claim: The Contractor shall not be entitled to claim any such additional compensation, or extension of time, unless within thirty (30) days of the accomplishment of the portion of the work from which the claim arose, and before final payment by the County, the Contractor has given the County a detailed written statement of each element of cost or other compensation requested and of all elements of additional time required, and copies of any supporting documents evidencing the amount or the extension of time claimed to be due. Arbitration: Other than claims for injunctive relief, temporary restraining order, or other provisional remedy to preserve the status quo or prevent irreparable harm, brought by a party hereto (which may be brought either in court or pursuant to this arbitration provision), and consistent with the provisions hereinabove, any claim, dispute or controversy between the parties under, arising out of, or related to this Contract or otherwise, including issues of specific performance, shall be determined by arbitration in Bellingham, Washington, under the applicable American Arbitration Association (AAA) rules in effect on the date hereof, as modified by this Agreement. There shall be one arbitrator selected by the parties within ten (10) days of the arbitration demand, or if not, by the AAA or any other group having similar credentials. Any issue about whether a claim is covered by this Contract shall be determined by the arbitrator. The arbitrator shall apply substantive law and may award injunctive relief, equitable relief (including specific performance), or any other remedy available from a judge but shall not have the power to award punitive damages. Each Party shall pay all their own costs, attorney fees and expenses of arbitration and the parties shall share equally in the Arbitrator's fees and costs. The decision of the arbitrator shall be final and binding and an order confirming the award or judgment upon the award may be entered in any court having jurisdiction. The parties agree that the decision of the arbitrator shall be the sole and exclusive remedy between them regarding any dispute presented or pled before the arbitrator. At the request of either party made not later than forty-five (45) days after the arbitration demand, the parties agree to submit the dispute to nonbinding mediation, which shall not delay the arbitration hearing date; provided, that either party may decline to mediate and proceed with arbitration. Any arbitration proceeding commenced to enforce or interpret this Contract shall be brought within six years after the initial occurrence giving rise to the claim, dispute, or issue for which arbitration is commenced, regardless of the date of discovery or whether the claim, dispute, or issue was continuing in nature. Claims, disputes, or issues arising more than six years prior to a written request or demand for arbitration issued under this Contract are not subject to arbitration. e. The parties may agree in writing signed by both parties that a claim or dispute may be brought in Whatcom County Superior Court rather than mediation or arbitration. Unless otherwise specified herein, this Contract shall be governed by the laws of Whatcom County and the State of Washington. 43.1 Venue and Choice of Law: In the event that any litigation should arise concerning the construction or interpretation of any of the terms of this Agreement, the venue of such action of litigation shall be in the courts of the State of Washington in and for the County of Whatcom. This Agreement shall be governed by the laws of the State of Washington. 44.1 Survival: The provisions of paragraphs 11.1, 11.2, 11.3, 21.1, 22.1, 30.1, 31.1, 31.2, 32.1, 33.1, 34.2, 34.3, 36.1, 40.2, 41.2, 42.1, and 43.1, if utilized, shall survive, notwithstanding the termination or invalidity of this Agreement for any reason. 45.1 Entire Agreement: This written Agreement, comprised of the writings signed or otherwise identified and attached hereto, represents the entire Agreement between the parties and supersedes any prior oral statements, discussions or understandings between the parties. Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) EXHIBIT "A" (SCOPE OF WORK) Background On July 5, 2024, the Whatcom County Auditor verified the sufficiency of signatures for Initiative 2024-01 to repeal a County Property tax increase, specifically to repeal Proposition 5 (Ordinance 2022-045). On July 9, 2024, the Whatcom County Council approved Resolution 2024-035 requesting Whatcom County Superior Court issue a declaratory judgment to determine whether Initiative 2024-01 is procedurally invalid (AB2024-466). On July 11, 2024, Whatcom County Prosecuting attorney Eric Richey sent a letter to the Whatcom County Council indicating a conflict of interest that precludes the Prosecutor's Office from pursuing the action requested by the Council. Pursuant to RCW 36.32.200 a County's legislative body may present to the County's presiding superior court judge a contract, in writing, for legal services to perform any duty the prosecuting attorney is authorized to perform. The Whatcom County Council, with this contract, is engaging legal services regarding Initiative 2024-01 Tasks The Whatcom County Council requests legal counsel to review pre -election legal issues related to Initiative 2024-01. Additionally, legal services may be needed to engage in legally appropriate pre -election litigation. All legal services will be conducted in consultation with the client (Whatcom County Council), which may occur during regularly scheduled, special council meetings, and/or Executive Session. Discussions in executive session must comply with RCW 42.30.110 Consultations between the consultant and the Whatcom County Council (client) are subject to the Open Public Meetings Act (RCW 42.30) and the Open Records Act (RCW 42.56). Tasks include, but are not limited to: Verbal reports and discussions Written summaries/memos Coordination with Council staff, as needed Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) EXHIBIT "B" (COMPENSATION) The total not to exceed amount of this contract is $60.000. The contractor will invoice the Whatcom County Council based on hours worked. Staff billing rates include: Paul Lawrence, Partner: $565 Jessica Skelton, Partner: $470 Noe Merfel, Associate $265 Tasks include 1. Review pre -election legal issues related to Initiative 2024-01. 2. Superior Court actions, if applicable 3. Appellate Court actions, if applicable. Invoicing details: • The county agrees to compensate the contractor according to the hourly rates provided above. • The project total cost is inclusive of any incidental costs, including mileage, invoicing, and printing costs. • Billings will be based on hours worked, up to and not exceeding the total contract amount. • The Contractor shall submit itemized invoices on a monthly basis in a format approved by the County. Invoices should be submitted by the 15th of the month following the month of service. Invoices must include an itemized statement of work (SOW) that identifies the work performed. Invoices submitted for payment must include the total hours billed, total cost per invoice period, and the contract remaining balance. Invoices are to be submitted to the Clerk of the Council: c/o Cathy Halka, Clerk of the Council Whatcom County Council Office 311 Grand Ave., Suite 105 Bellingham, WA 98225 CHalka@co.whatcom.wa.us Payment by the County will be considered timely if it is made within 30 days of the receipt and acceptance of billing information from the Contractor. Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) EXHIBIT "C" (CERTIFICATE OF INSURANCE) Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) WHATCOM COUNTY CONTRACT Whatcom County Contract No. INFORMATION SHEET Originating Department: Council Office Division/Program: (i.e. Dept. Division and Program) Contract or Grant Administrator: Cathy Halka, Legislative Analyst Contractor's / Agency Name: Pacifica Law Group, LLP Is this a New Contract? If not, is this an Amendment or Renewal to an Existing Contract? Yes 0 No 0 Yes Q No 0 If Amendment or Renewal, (per WCC 3.08.100 (a)) Original Contract #: Does contract require Council Approval? Yes (j) No 0 If No, include WCC: Already approved? Council Approved Date: (Exclusions see: Whatcom County Codes 3.06.010, 3.08.090 and 3.08.100) Is this a grant agreement? Yes 0 No Q If yes, grantor agency contract number(s): CFDA#: Is this contract grant funded? Yes 0 No O If yes, Whatcom County grant contract number(s): Is this contract the result of a RFP or Bid process? Contract Yes 0 No (j) If yes, RFP and Bid number(s): Cost Center: 1100.6630 Is this agreement excluded from E-Verify? No O Yes 0 If no, include Attachment D Contractor Declaration form. If YES, indicate exclusion(s) below: ❑ Professional services agreement for certified/licensed professional. ❑ Goods and services provided due to an emergency ❑m Contract work is for less than $100,000. ❑ Contract for Commercial off the shelf items (COTS). 0 Contract work is for less than 120 days. ❑ Work related subcontract less than $25,000. ❑ Interlocal Agreement (between Governments). ❑ Public Works - Local Agency/Federally Funded FHWA. Contract Amount:(sum of original contract Council approval required for; all property leases, contracts or bid awards exceeding amount and any prior amendments): $40,000, and professional service contract amendments that have an increase greater $ 60,000 than $10,000 or 10% of contract amount, whichever is greater, except when: 1. Exercising an option contained in a contract previously approved by the council. This Amendment Amount: 2. Contract is for design, construction, r-o-w acquisition, prof services, or other $ capital costs approved by council in a capital budget appropriation ordinance. 3. Bid or award is for supplies. Total Amended Amount: $ 60,000 4. Equipment is included in Exhibit "B" of the Budget Ordinance. 5. Contract is for manufacturer's technical support and hardware maintenance of electronic systems and/or technical support and software maintenance from the Summary of Scope: developer of proprietary software currently used by Whatcom County. Legal services for the Whatcom County Council including review of pre -election legal issues related to Initiative 2024-01 and legally appropriate pre -election litigation. Term Of Contract: Approximately 3 months Expiration Date: November 5, 2024 Contract Routing: 1. Prepared by: Cathy Halka Date: 8/8/2024 2. Attorney signoff: George Roche (by email/ch) Date: 8/8/2024 3. AS Finance reviewed: Brad Bennett (by email/AT/CH) Date: 8/8/2024 4. IT reviewed (if IT related): Date: 5. Contractor signed: Date: 6. Executive contract review: Date: 7. Council approved, if necessary: Date: 8. Executive signed: Date: 9. Original to Council: Date: Last edited 06/23/2023 Whatcom County Contract No. CONTRACT FOR SERVICES Between Whatcom County and Pacifica Law Group, LLP Pacifica Law Group, LLP , hereinafter called Contractor and Whatcom County, hereinafter referred to as County, agree and contract as set forth in this Agreement, including: General Conditions, pp. 3 to 13 Exhibit A (Scope of Work), pp. 14 to 14 Exhibit B (Compensation), pp. 15 to 15 Exhibit C (Certificate of Insurance). Copies of these items are attached hereto and incorporated herein by this reference as if fully set forth herein. The term of this Agreement shall commence on the 15 day of August 12024 , and shall, unless terminated or renewed as elsewhere provided in the Agreement, terminate on the 5 day of November , 2024 The general purpose or objective of this Agreement is to: review pre -election legal issues related to Initiative 2024-01 and engage in legally appropriate pre -election litigation in consultation with the client (Whatcom County Council) , as more fully and definitively described in Exhibit A hereto. The language of Exhibit A controls in case of any conflict between it and that provided here. The maximum consideration for the initial term of this agreement or for any renewal term shall not exceed $ 60,000 . The Contract Number, set forth above, shall be included on all billings or correspondence in connection therewith. Contractor acknowledges and by signing this contract agrees that the Indemnification provisions set forth in Paragraphs 11.1, 21.1, 30.1, 31.2, 32.1, 34.2, and 34.3, if included, are totally and fully part of this contract and have been mutually negotiated by the parties. IN WITNESS WHEREOF, the parties have executed this Agreement this day of August 2024 Each signatory below to this Contract warrants that he/she is the authorized agent of the respective party; and that he/she has the authority to enter into the contract and to bind the party thereto. CONTRACTOR: Pacifica Law Group LLP Paul Lawrence, Partner CONTRACTOR INFORMATION: Pacifica Law Group LLP Paul Lawrence, Partner Address: 1191 Second Ave, Suite 2000 Seattle, WA 98101 Mailing Address: 1191 Second Ave, Suite 2000 Seattle, WA 98101 Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) WHATCOM COUNTY: Recommended for Approval: Department Director Date Approved as to form: Prosecuting Attorney Date Approved: Accepted for Whatcom County: By: Satpal Singh Sidhu, Whatcom County Executive Lee Grochmal, Superior Court Judge Date Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) GENERAL CONDITIONS Series 00-09: Provisions Related to Scope and Nature of Services 0.1 Scope of Services: The Contractor agrees to provide to the County services and any materials as set forth in the project narrative identified as Exhibit "A", during the agreement period. No material, labor, or facilities will be furnished by the County, unless otherwise provided for in the Agreement. Series 10-19: Provisions Related to Term and Termination 10.1 Term: Services provided by Contractor prior to or after the term of this contract shall be performed at the expense of Contractor and are not compensable under this contract unless both parties hereto agree to such provision in writing. The term of this Agreement may be extended by mutual agreement of the parties; provided, however, that the Agreement is in writing and signed by both parties. The term of this contract is limited to two vears in duration in accordance RCW 36.32.200. 11.1 Termination for Default: If the Contractor defaults by failing to perform any of the obligations of the contract or becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an assignment for the benefit of creditors, the County may, by depositing written notice to the Contractor in the U.S. mail, first class postage prepaid, terminate the contract, and at the County's option, obtain performance of the work elsewhere. Termination shall be effective upon Contractor's receipt of the written notice, or within three (3) days of the mailing of the notice, whichever occurs first. If the contract is terminated for default, the Contractor shall not be entitled to receive any further payments under the contract until all work called for has been fully performed. Any extra cost or damage to the County resulting from such default(s) shall be deducted from any money due or coming due to the Contractor. The Contractor shall bear any extra expenses incurred by the County in completing the work, including all increased costs for completing the work, and all damage sustained, or which may be sustained by the County by reason of such default. 11.2 Termination for Reduction in Funding: In the event that funding from State, Federal or other sources is withdrawn, reduced, or limited in any way after the effective date of this Agreement, and prior to its normal completion, the County may summarily terminate this Agreement as to the funds withdrawn, reduced, or limited, notwithstanding any other termination provisions of this Agreement. If the level of funding withdrawn, reduced or limited is so great that the County deems that the continuation of the programs covered by this Agreement is no longer in the best interest of the County, the County may summarily terminate this Agreement in whole, notwithstanding any other termination provisions of this Agreement. Termination under this section shall be effective upon receipt of written notice as specified herein, or within three days of the mailing of the notice, whichever occurs first. 11.3 Termination for Public Convenience: The County may terminate the Agreement in whole or in part whenever the County determines, in its sole discretion, that such termination is in the interests of the County. Whenever the Agreement is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed at unit contract prices for completed items of work. An equitable adjustment in the contract price for partially completed items of work will be made, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this Agreement by the County at any time during the term, whether for default or convenience, shall not constitute breach of contract by the County. Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) Series 20-29: Provisions Related to Consideration and Payments 20.1 Accounting and Payment for Contractor Services: Payment to the Contractor for services rendered under this Agreement shall be as set forth in Exhibit "B." Where Exhibit "B" requires payments by the County, payment shall be based upon written claims supported, unless otherwise provided in Exhibit "B," by documentation of units of work actually performed and amounts earned, including, where appropriate, the actual number of days worked each month, total number of hours for the month, and the total dollar payment requested, so as to comply with municipal auditing requirements. Unless specifically stated in Exhibit "B" or approved in writing in advance by the official executing this Agreement for the County or his designee (hereinafter referred to as the "Administrative Officer") the County will not reimburse the Contractor for any costs or expenses incurred by the Contractor in the performance of this contract. Where required, the County shall, upon receipt of appropriate documentation, compensate the Contractor, no more often than monthly, in accordance with the County's customary procedures, pursuant to the fee schedule set forth in Exhibit "B." 21.1 Taxes: The Contractor understands and acknowledges that the County will not withhold Federal or State income taxes. Where required by State or Federal law, the Contractor authorizes the County to withhold for any taxes other than income taxes (i.e., Medicare). All compensation received by the Contractor will be reported to the Internal Revenue Service at the end of the calendar year in accordance with the applicable IRS regulations. It is the responsibility of the Contractor to make the necessary estimated tax payments throughout the year, if any, and the Contractor is solely liable for any tax obligation arising from the Contractor's performance of this Agreement. The Contractor hereby agrees to indemnify the County against any demand to pay taxes arising from the Contractor's failure to pay taxes on compensation earned pursuant to this Agreement. The County will pay sales and use taxes imposed on goods or services acquired hereunder as required by law. The Contractor must pay all other taxes, including, but not limited to, Business and Occupation Tax, taxes based on the Contractor's gross or net income, or personal property to which the County does not hold title. The County is exempt from Federal Excise Tax. 22.1 Withholding Payment: In the event the County's Administrative Officer determines that the Contractor has failed to perform any obligation under this Agreement within the times set forth in this Agreement, then the County may withhold from amounts otherwise due and payable to Contractor the amount determined by the County as necessary to cure the default, until the Administrative Officer determines that such failure to perform has been cured. Withholding under this clause shall not be deemed a breach entitling Contractor to termination or damages, provided that the County promptly gives notice in writing to the Contractor of the nature of the default or failure to perform, and in no case more than 10 days after it determines to withhold amounts otherwise due. A determination of the Administrative Officer set forth in a notice to the Contractor of the action required and/or the amount required to cure any alleged failure to perform shall be deemed conclusive, except to the extent that the Contractor acts within the times and in strict accord with the provisions of the Disputes clause of this Agreement. The County may act in accordance with any determination of the Administrative Officer which has become conclusive under this clause, without prejudice to any other remedy under the Agreement, to take all or any of the following actions: (1) cure any failure or default, (2) to pay any amount so required to be paid and to charge the same to the account of the Contractor, (3) to set off any amount so paid or incurred from amounts due or to become due the Contractor. In the event the Contractor obtains relief upon a claim under the Disputes clause, no penalty or damages shall accrue to Contractor by reason of good faith withholding by the County under this clause. 23.1 Labor Standards: The Contractor agrees to comply with all applicable state and federal requirements, including but not limited to those pertaining to payment of wages and working conditions, in accordance with RCW 39.12.040, the Prevailing Wage Act; the Americans with Disabilities Act of 1990; the Davis -Bacon Act; and the Contract Work Hours and Safety Standards Act providing for weekly payment of prevailing wages, minimum overtime pay, and providing that no laborer or mechanic shall be required to work in surroundings or under conditions which are unsanitary, hazardous, or dangerous to health and safety as determined by regulations promulgated by the Federal Secretary of Labor and the State of Washington. Series 30-39: Provisions Related to Administration of Agreement Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) 30.1 Independent Contractor: In providing services under this Contract, the Contractor is an independent contractor, and neither it nor its officers, agents, or employees are employees of the County for any purpose. The Contractor shall be responsible for all federal and/or state tax, industrial insurance, and Social Security liability that may result from the performance of and compensation for these services and shall make no claim of career service or civil service rights which may accrue to a County employee under state or local law. The County assumes no responsibility for the payment of any compensation, wages, benefits, or taxes, by, or on behalf of the Contractor, its employees, and/or others by reason of this Contract. The Contractor shall protect, indemnify, defend, and save harmless the County, its officers, agents, and employees from and against any and all claims, costs, and/or losses whatsoever occurring or resulting from (1) the Contractor's failure to pay any such compensation, wages, benefits, or taxes, and/or (2) the supplying to the Contractor of work, services, materials, or supplies by Contractor employees or other suppliers in connection with or support of the performance of this Contract. 30.2 Assignment and Subcontracting: The performance of all activities contemplated by this agreement shall be accomplished by the Contractor. No portion of this contract may be assigned or subcontracted to any other individual, firm or entity without the express and prior written approval of the County. 30.3 No Guarantee of Employment: The performance of all or part of this contract by the Contractor shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee any employment of the Contractor or any employee of the Contractor or any subcontractor or any employee of any subcontractor by the County at the present time or in the future. 31.1 Ownership of Items Produced and Public Records Act: All writings, programs, data, public records or other materials prepared by the Contractor and/or its consultants or subcontractors, in connection with performance of this Agreement, shall be the sole and absolute property of the County. If the Contractor creates any copyrightable materials or invents any patentable property, the Contractor may copyright or patent the same, but the County retains a royalty -free, nonexclusive and irrevocable license to reproduce, publish, recover, or otherwise use the materials or property and to authorize other governments to use the same for state or local governmental purposes. Contractor further agrees to make research, notes, and other work products produced in the performance of this Agreement available to the County upon request. Ownership. Any and all data, writings, programs, public records, reports, analyses, documents, photographs, pamphlets, plans, specifications, surveys, films or any other materials created, prepared, produced, constructed, assembled, made, performed or otherwise produced by the Contractor or the Contractor's subcontractors or consultants for delivery to the County under this Contract shall be the sole and absolute property of the County. Such property shall constitute "work made for hire" as defined by the U.S. Copyright Act of 1976, 17 U.S.C. § 101, and the ownership of the copyright and any other intellectual property rights in such property shall vest in the County at the time of its creation. Ownership of the intellectual property includes the right to copyright, patent, and register, and the ability to transfer these rights. Material which the Contractor uses to perform this Contract but is not created, prepared, constructed, assembled, made, performed or otherwise produced for or paid for by the County is owned by the Contractor and is not "work made for hire" within the terms of this Agreement. Public Records Act. This Contract and all records associated with this Contract shall be available for inspection and copying by the public where required by the Public Records Act, Chapter 42.56 RCW (the "Act"). To the extent that public records then in the custody of the Contractor are needed for the County to respond to a request under the Act, as determined by the County, the Contractor agrees to make them promptly available to the County at no cost to the County. If the Contractor considers any portion of any record provided to the County under this Agreement, whether in electronic or hard copy form, to be protected from disclosure under law, the Contractor shall clearly identify any specific information that it claims to be confidential or proprietary. If the County receives a request under the Act to inspect or copy the information so identified by the Contractor and the County determines that release of the information is required by the Act or otherwise appropriate, the County's sole obligations shall be to notify the Contractor (a) of the request and (b) of the date that such information will be released to the requester unless the Contractor obtains a court order to enjoin that disclosure pursuant to RCW 42.56.540. If the Contractor fails to timely obtain a court order enjoining disclosure, the County will release the requested information on the date specified. The County has, and by this section assumes, no obligation on behalf of the Contractor to claim any exemption from disclosure under the Act. The County shall not be liable to the Contractor for releasing records not clearly identified by the Contractor as confidential or proprietary. The County shall not be liable to the Contractor for any records that the County releases in compliance with this section or in compliance with an order of a court of competent jurisdiction. Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) The Contractor shall be liable to the requester for any and all fees, costs, penalties or damages imposed or alleged as a result of the Contractor's failure to provide adequate or timely records. This provision and the obligations it establishes shall remain in effect after the expiration of this contract. 31.2 Patent/Copyright Infringement: Contractor will defend and indemnify the County from any claimed action, cause or demand brought against the County, to the extent such action is based on the claim that information supplied by the Contractor infringes any patent or copyright. The Contractor will pay those costs and damages attributable to any such claims that are finally awarded against the County in any action. Such defense and payments are conditioned upon the following: A. The Contractor shall be notified promptly in writing by the County of any notice of such claim. B. Contractor shall have the right, hereunder, at its option and expense, to obtain for the County the right to continue using the information, in the event such claim of infringement, is made, provided no reduction in performance or loss results to the County. 32.1 Confidentiality: The Contractor, its employees, subcontractors, and their employees shall maintain the confidentiality of all information provided by the County or acquired by the Contractor in performance of this Agreement, except upon the prior written consent of the County or an order entered by a court after having acquired jurisdiction over the County. Contractor shall immediately give to the County notice of any judicial proceeding seeking disclosure of such information. Contractor shall indemnify and hold harmless the County, its officials, agents or employees from all loss or expense, including, but not limited to, settlements, judgments, setoffs, attorneys' fees and costs resulting from Contractor's breach of this provision. 33.1 Right to Review: This contract is subject to review by any Federal, State or County auditor. The County or its designee shall have the right to review and monitor the financial and service components of this program by whatever means are deemed expedient by the Administrative Officer or by the County Auditor's Office. Such review may occur with or without notice and may include, but is not limited to, on -site inspection by County agents or employees, inspection of all records or other materials which the County deems pertinent to the Agreement and its performance, and any and all communications with or evaluations by service recipients under this Agreement. The Contractor shall preserve and maintain all financial records and records relating to the performance of work under this Agreement for three (3) years after contract termination, and shall make them available for such review, within Whatcom County, State of Washington, upon request. Contractor also agrees to notify the Administrative Officer in advance of any inspections, audits, or program review by any individual, agency, or governmental unit whose purpose is to review the services provided within the terms of this Agreement. If no advance notice is given to the Contractor, then the Contractor agrees to notify the Administrative Officer as soon as it is practical. 34.1 Insurance The Contractor shall, at its own expense, obtain and continuously maintain the following insurance coverage for the duration of this contract, which shall include insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, subcontractors or employees. All insurers providing such insurance shall have an A.M. Best Rating of not less that A- (or otherwise be acceptable to the County) and be licensed to do business in the State of Washington and admitted by the Washington State Insurance Commissioner. Coverage limits shall be the minimum limits identified in this Contract or the coverage limits provided or available under the policies maintained by the Contractor without regard to this Contract, whichever are greater. 1. Commercial General Liability Property Damage General Liability & bodily injury Annual Aggregate $500,000.00, per occurrence $1,000,000.00, per occurrence $2,000,000.00 At least as broad as ISO form CG 00 01 or the equivalent, which coverage shall include personal injury, bodily injury and property damage for Premises Operations, Products and Completed Operations, Personal/Advertising Injury, Contractual Liability, Independent Contractor Liability, medical payments and Stop Gap/Employer's Liability. Coverage shall not exclude or contain sub -limits less than the minimum limits required, unless approved in writing by the County. 2. Professional Liability Professional Liability - $1,000,000 per occurrence Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) a. Obtain professional liability insurance covering the negligent acts, errors, or omissions of the professional in connection with the performance of services to the County. If any insurance policy or the professional liability insurance is written on a claims made form, its retroactive date, and that of all subsequent renewals, shall be no later than the effective date of this Contract. The policy shall state that coverage is claims made, and state the retroactive date. Claims -made form coverage shall be maintained by the Contractor for a minimum of 36 months following the Completion Date or earlier termination of this Contract, and the Contractor shall annually provide the Contracting Agency with proof of renewal. If renewal of the claims made form of coverage becomes unavailable, or economically prohibitive, the Contractor shall purchase an extended reporting period ("tail") or execute another form of guarantee acceptable to the Contracting Agency to assure financial responsibility for liability for services performed. 3. Additional Insurance Requirements and Provisions a. All insurance policies shall provide coverage on an occurrence basis. b. Additional Insureds. Whatcom County, its departments, elected and appointed officials, employees, agents and volunteers shall be included as additional insureds on Contractor's and Contractor's subcontractors' insurance policies by way of endorsement for the full available limits of insurance required in this contract or maintained by the Contractor and subcontractor, whichever is greater. c. Primary and Non-contributory Insurance. Contractor shall provide primary insurance coverage and the County's insurance shall be non-contributory. Any insurance, self -insured retention, deductible, risk retention or insurance pooling maintained or participated in by the County shall be excess and non- contributory to Contractor's insurance. Waiver of Subrogation. The insurance policy shall provide a waiver of subrogation with respect to each insurance policy maintained under this Contract. When required by an insurer, or if a policy condition does not permit Contractor to enter into a pre -loss agreement to waive subrogation without an endorsement, then Contractor agrees to notify the insurer and obtain such endorsement. This requirement shall not apply to any policy which includes a condition expressly prohibiting waiver of subrogation by the insured or which voids coverage should the Contractor enter into such a waiver of subrogation on a pre - loss basis. Review of and Revision of Policy Provisions. Upon request, the Contractor shall provide a full and complete certified copy of all requested insurance policies to the County. The County reserves the right, but not the obligation, to revise any insurance requirement, including but not limited to limits, coverages and endorsements, or to reject any insurance policies which fail to meet the requirements of this Contract. Additionally, the County reserves the right, but not the obligation, to review and reject any proposed insurer providing coverage based upon the insurer's financial condition or licensing status in Washington. Verification of Coverage/Certificates and Endorsements. The Contractor shall furnish the County with a certificate of insurance and endorsements required by this contract. The certificates and endorsements for each policy shall be signed by a person authorized by the insurer to bind coverage on its behalf. The certificate and endorsements for each insurance policy are to be on forms approved by the County prior to commencement of activities associated with the contract. The certificate and endorsements, and renewals thereof, shall be attached hereto as Exhibit "C". If Exhibit C is not attached, the Contractor must submit the certificate and endorsements required in this contract to the County prior to the commencement of any work on the contracted project. A certificate alone is insufficient proof of the required insurance; endorsements must be included with the certificate. The certificate of insurance must reflect the insurance required in this contract, including appropriate limits, insurance coverage dates, per occurrence, and in the description of operations, include the County project, Whatcom County, its departments, officials, employees, agents and volunteers as additional insureds, primary, non-contributory, and waiver of subrogation. g. The County must be notified immediately in writing of any cancellation of the policy, exhaustion of aggregate limits, notice of intent not to renew insurance coverage, expiration of policy or change in insurer carrier. Contractor shall always provide the County with a current copy of the certificate and endorsements throughout the duration of the contract. Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) No Limitation on Liability. The insurance maintained under this Contract shall not in any manner limit the liability or qualify the liabilities or obligations of the Contractor to the coverage provided by such insurance, or otherwise limit the County's recourse to any remedy available at law or equity. Payment Conditioned on Insurance and Failure to Maintain Insurance. Compensation and/or payments due to the Contractor under this Contract are expressly conditioned upon the Contractor's compliance with all insurance requirements. Failure on the part of the Contractor to maintain the insurance as required shall constitute a material breach of contract. Payment to the Contractor may be suspended in the event of non-compliance, upon which the County may, after giving five business days' notice to the Contractor to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the County on demand or offset against funds due the Contractor. Upon receipt of evidence of Contractor's compliance, payments not otherwise subject to withholding or set-off will be released to the Contractor. Workers' Compensation. The Contractor shall maintain Workers' Compensation coverage as required under the Washington State Industrial Insurance Act, RCW Title 51, for all Contractors' employees, agents and volunteers eligible for such coverage under the Industrial Insurance Act. k. Failure of the Contractor to take out and/or maintain required insurance shall not relieve the Contractor or subcontractors from any liability under the contract, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations concerning indemnification. The County does not waive any insurance requirements even in the event the certificate or endorsements provided by the Contractor were insufficient or inadequate proof of coverage but not objected to by the County. The County's failure to confirm adequate proof of insurance requirements does not constitute a waiver of the Contractor's insurance requirements under this Contract. Availability of Contractor Limits. If the Contractor maintains higher insurance limits than the minimums shown above, the County shall be insured for the full available limits, including Excess or Umbrella liability maintained by the Contractor, irrespective of whether such limits maintained by the Contractor are greater than those required by this contract or whether any certificate furnished to the County evidences limits of liability lower than those maintained by the Contractor. m. Insurance for Subcontractors. If the Contractor subcontracts (if permitted in the contract) any portion of this Contract, the Contractor shall include all subcontractors as insureds under its policies or shall require separate certificates of insurance and policy endorsements from each subcontractor. Insurance coverages by subcontractors must comply with the insurance requirements of the Contractor in this contract and shall be subject to all of the requirements stated herein, including naming the County as additional insured. n. The Contractor agrees Contractor's insurance obligation shall survive the completion or termination of this Contract for a minimum period of three years. 34.3 Defense & Indemnity Agreement. To the fullest extent permitted by law, the Contractor agrees to indemnify, defend and hold the County and its departments, elected and appointed officials, employees, agents and volunteers, harmless from and against any and all claims, damages, losses and expenses, including but not limited to court costs, attorney's fees, and alternative dispute resolution costs, for any personal injury, for any bodily injury, sickness, disease, or death and for any damage to or destruction of any property (including the loss of use resulting therefrom) which: 1) are caused by any error, act or omission, negligent or otherwise, of the Contractor, its employees, agents or volunteers or Contractor's subcontractors and their employees, agents or volunteers; or 2) directly arise out of or occur in connection with performance of this Contract or 3) are based upon the Contractor's or its subcontractors' use of, presence upon, or proximity to the property of the County. This indemnification obligation of the Contractor shall not apply in the limited circumstance where the claim, damage, loss, or expense is caused by the sole negligence of the County and only to the extent of the negligence of the contractor. Should a court of competent jurisdiction determine that this contract is subject to RCW 4.24.115, then in the event of concurrent Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) negligence of the Contractor, its subcontractors, employees or agents, and the County, its employees or agents, this indemnification obligation of the Contractor shall be valid and enforceable only to the extent of the negligence of the Contractor, its subcontractors, employees, and agents. This indemnification obligation of the Contractor shall not be limited in any way by the Washington State Industrial Insurance Act, RCW Title 51, or by application of any other workmen's compensation act, disability benefit act or other employee benefit act, and the Contractor hereby expressly waives any immunity afforded by such acts. It is further provided that no liability shall attach to the County by reason of entering into this contract, except as expressly provided herein. The parties specifically agree that this Contract is for the benefit of the parties only and this Contract shall create no rights in any third party. The County reserves the right, but not the obligation, to participate in the defense of any claim, damages, losses, or expenses, and such participation shall not constitute a waiver of Contractor's indemnity obligations under this Agreement. In the event the Contractor enters into subcontracts to the extent allowed under this Contract, the Contractor's subcontractors shall indemnify the County on a basis equal to or exceeding Contractor's indemnity obligations to the County. The Contractor shall pay all attorney's fees and expenses incurred by the County in establishing and enforcing the County's rights under this indemnification provision, whether or not suit was instituted. The Contractor agrees all Contractor's indemnity obligations shall survive the completion, expiration or termination of this Agreement. The foregoing indemnification obligations of the Contractor are a material inducement to County to enter into this Agreement and are reflected in the Contractor's compensation. By signing this contract, the Contractor acknowledges that it has freely negotiated and agreed to the indemnification requirements to defend, indemnify and hold harmless the County from all claims and suits including those brought against the County by the Contractor's own employees, arising from this contract. 35.1 Non -Discrimination in Employment: (Must be included in every contract as per Ord. 2021-016) The County's policy is to provide equal opportunity in all terms, conditions and privileges of employment for all qualified applicants and employees without regard to race, color, creed, religion, national origin, sex, sexual orientation (including gender identity), age, marital status, disability, or veteran status. The Contractor shall comply with all laws prohibiting discrimination against any employee or applicant for employment on the grounds of race, color, creed, religion, national origin, sex, sexual orientation (including gender identity), age, marital status, disability, political affiliation, or veteran status, except where such constitutes a bona fide occupational qualification. Furthermore, in those cases in which the Contractor is governed by such laws, the Contractor shall take affirmative action to insure that applicants are employed, and treated during employment, without regard to their race, color, creed, religion, national origin, sex, age, marital status, sexual orientation (including gender identity), disability, or veteran status, except where such constitutes a bona fide occupational qualification. Such action shall include, but not be limited to: advertising, hiring, promotions, layoffs or terminations, rate of pay or other forms of compensation benefits, selection for training including apprenticeship, and participation in recreational and educational activities. In all solicitations or advertisements for employees placed by them or on their behalf, the Contractor shall state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex or national origin. The foregoing provisions shall also be binding upon any subcontractor, provided that the foregoing provision shall not apply to contracts or subcontractors for standard commercial supplies or raw materials, or to sole proprietorships with no employees. 35.2 Non -Discrimination in Client Services:: (Must be included in every contract as per Ord. 2021-016) The Contractor shall not discriminate on the grounds of race, color, creed, religion, national origin, sex, age, marital status, sexual orientation (including gender identity), disability, or veteran status; or deny an individual or business any service or benefits under this Agreement unless otherwise allowed by applicable law; or subject an individual or business to segregation or separate treatment in any manner related to his/her/its receipt any service or services or other benefits provided under this Agreement unless otherwise allowed by applicable law; or deny an individual or business an opportunity to participate in any program provided by this Agreement unless otherwise allowed by applicable law. 36.1 Waiver of Noncompetition: Contractor irrevocably waives any existing rights which it may have, by contract or otherwise, to require another person or corporation to refrain from submitting a proposal to or performing work or providing supplies to the County, and contractor further promises that it will Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) not in the future, directly or indirectly, induce or solicit any person or corporation to refrain from submitting a bid or proposal to or from performing work or providing supplies to the County. 36.2 Conflict of Interest: If at any time prior to commencement of, or during the term of this Agreement, Contractor or any of its employees involved in the performance of this Agreement shall have or develop an interest in the subject matter of this Agreement that is potentially in conflict with the County's interest, then Contractor shall immediately notify the County of the same. The notification of the County shall be made with sufficient specificity to enable the County to make an informed judgment as to whether or not the County's interest may be compromised in any manner by the existence of the conflict, actual or potential. Thereafter, the County may require the Contractor to take reasonable steps to remove the conflict of interest. The County may also terminate this contract according to the provisions herein for termination. 37.1 Administration of Contract: This Agreement shall be subject to all laws, rules, and regulations of the United States of America, the State of Washington, and political subdivisions of the State of Washington. The Contractor also agrees to comply with applicable federal, state, county or municipal standards for licensing, certification and operation of facilities and programs, and accreditation and licensing of individuals. The County hereby appoints, and the Contractor hereby accepts, the Whatcom County Executive, and his or her designee, as the County's representative, hereinafter referred to as the Administrative Officer, for the purposes of administering the provisions of this Agreement, including the County's right to receive and act on all reports and documents, and any auditing performed by the County related to this Agreement. The Administrative Officer for purposes of this agreement is: Whatcom County Council Cathy Halka, Clerk of the Council 311 Grand Avenue, Suite 105 Bellingham, WA 98225 360-778-5010 chalka@co.whatcom.wa.us 37.2 Notice: Any notices or communications required or permitted to be given by this Contract must be (i) given in writing and (ii) personally delivered or mailed, by prepaid, certified mail or overnight courier, or transmitted by electronic mail transmission (including PDF), to the party to whom such notice or communication is directed, to the mailing address or regularly -monitored electronic mail address of such party as follows: To: Pacifica Law Group, LLC 1191 Second Ave, Suite 2000 Seattle, WA 98101 Attention: Paul Lawrence Telephone: 206-245-1700 Email: paul.lawrence(@pacificalawgroup.com To: Whatcom County Council 311 Grand Avenue, Suite 105 Bellingham, WA 98225 Attention: Clerk of the Council Telephone: 360-778-5010 Email: chalka(a�co.whatcom.wa.us Any such notice or communication shall be deemed to have been given on (i) the day such notice or communication is personally delivered, (ii) three (3) days after such notice or communication is mailed by prepaid certified or registered mail, (iii) one (1) working day after such notice or communication is sent by overnight courier, or (iv) the day such notice or communication is sent electronically, provided that the sender has received a confirmation of such electronic transmission. A party may, for purposes of this Agreement, change his, her or its address, email address or the person to whom a notice or other communication is marked to the attention of, by giving notice of such change to the other party pursuant to this Section. 37.3 If agreed by the parties, this Contract may be executed by Email transmission and PDF signature and Email transmission and PDF signature shall constitute an original for all purposes. Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) 38.1 Certification of Public Works Contractor's Status under State Law: If applicable, Contractor certifies that it has fully met the responsibility criteria required of public works contractors under RCW 39.04.350 (1), which include: (a) having a certificate of registration in compliance with RCW 18.27; (b) having a current state unified business identifier number; (c) if applicable, having industrial insurance coverage for its employees working in Washington as required in Title 51 RCW, an employment security department number as required in Title 50 RCW, and a state excise tax registration number as required in Title 82 RCW; and (d) not being disqualified from bidding on any public works contract under RCW 39.06.010 or 39.12.065 (3). 38.2 Certification Regarding Federal Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transactions: If applicable, the Contractor further certifies, by executing this contract, that neither it nor its principles is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or Agency. The Contractor also agrees that it shall not knowingly enter into any lower tier covered transactions (a transaction between the Contractor and any other person) with a person who is proposed for debarment, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, and the Contractor agrees to include this clause titled "Certification Regarding Federal Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction" without modification, in all lower tier covered transactions and in all solicitations for lower tier transactions. The "Excluded Parties List System in the System for Award Management (SAM) website is available to research this information at WWW.SAM.GOV. Contractor shall immediately notify Whatcom County if, during the term of this Contract, Contractor becomes debarred. 38.3 E-Verify: The E-Verify contractor program for Whatcom County applies to contracts of $100,000 or more and sub contracts for $25,000 or more if the primary contract is for $100,000 or more. If applicable, Contractor represents and warrants that it will, for at least the duration of this contract, register and participate in the status verification system for all newly hired employees. The term "employee" as used herein means any person that is hired to perform work for Whatcom County. As used herein, "status verification system" means the Illegal Immigration Reform and Immigration Responsibility Act of 1996 that is operated by the United States Department of Homeland Security, also known as the E-Verify Program, or any other successor electronic verification system replacing the E-Verify Program. Contractor/Seller agrees to maintain records of such compliance and, upon request of the County, to provide a copy of each such verification to the County. Contractor/Seller further represents and warrants that any person assigned to perform services hereunder meets the employment eligibility requirements of all immigration laws of the State of Washington. Contractor/Seller understands and agrees that any breach of these warranties may subject Contractor/Seller to the following: (a) termination of this Agreement and ineligibility for any Whatcom County contract for up to three (3) years, with notice of such cancellation/termination being made public. In the event of such termination/cancellation, Contractor/Seller would also be liable for any additional costs incurred by the County due to contract cancellation or loss of license or permit." Contractor will review and enroll in the E-Verify program through this website: www.uscis.gov Series 40-49: Provisions Related to Interpretation of Agreement and Resolution of Disputes 40.1 Modifications: Either party may request changes in the Agreement. Any and all agreed modifications, to be valid and binding upon either party, shall be in writing and signed by both of the parties. 40.2 Contractor Commitments, Warranties and Representations: Any written commitment received from the Contractor concerning this Agreement shall be binding upon the Contractor, unless otherwise specifically provided herein with reference to this paragraph. Failure of the Contractor to fulfill such a commitment shall render the Contractor liable for damages to the County. A commitment includes, but is not limited to, any representation made prior to execution of this Agreement, whether or not incorporated elsewhere herein by reference, as to performance of services or equipment, prices or options for future acquisition to remain in effect for a fixed period, or warranties. 41.1 Severability: If any term or condition of this contract or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this contract are declared severable. 41.2 Waiver: Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) Waiver of any breach or condition of this contract shall not be deemed a waiver of any prior or subsequent breach. No term or condition of this contract shall be held to be waived, modified or deleted except by an instrument, in writing, signed by the parties hereto. The failure of the County to insist upon strict performance of any of the covenants and agreements of this Agreement, or to exercise any option herein conferred in any one or more instances, shall not be construed to be a waiver or relinquishment of any such, or any other covenants or agreements, but the same shall be and remain in full force and effect. 42.1 Disputes: General: Differences between the Contractor and the County, arising under and by virtue of the Contract Documents, shall be brought to the attention of the County at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. Except for such objections as are made of record in the manner hereinafter specified and within the time limits stated, the records, orders, rulings, instructions, and decisions of the Administrative Officer shall be final and conclusive. b. Notice of Potential Claims: The Contractor shall not be entitled to additional compensation which otherwise may be payable, or to extension of time for (1) any act or failure to act by the Administrative Officer or the County, or (2) the happening of any event or occurrence, unless the Contractor has given the County a written Notice of Potential Claim within ten (10) days of the commencement of the act, failure, or event giving rise to the claim, and before final payment by the County. The written Notice of Potential Claim shall set forth the reasons for which the Contractor believes additional compensation or extension of time is due, the nature of the cost involved, and insofar as possible, the amount of the potential claim. Contractor shall keep full and complete daily records of the work performed, labor and material used, and all costs and additional time claimed to be additional. C. Detailed Claim: The Contractor shall not be entitled to claim any such additional compensation, or extension of time, unless within thirty (30) days of the accomplishment of the portion of the work from which the claim arose, and before final payment by the County, the Contractor has given the County a detailed written statement of each element of cost or other compensation requested and of all elements of additional time required, and copies of any supporting documents evidencing the amount or the extension of time claimed to be due. Arbitration: Other than claims for injunctive relief, temporary restraining order, or other provisional remedy to preserve the status quo or prevent irreparable harm, brought by a party hereto (which may be brought either in court or pursuant to this arbitration provision), and consistent with the provisions hereinabove, any claim, dispute or controversy between the parties under, arising out of, or related to this Contract or otherwise, including issues of specific performance, shall be determined by arbitration in Bellingham, Washington, under the applicable American Arbitration Association (AAA) rules in effect on the date hereof, as modified by this Agreement. There shall be one arbitrator selected by the parties within ten (10) days of the arbitration demand, or if not, by the AAA or any other group having similar credentials. Any issue about whether a claim is covered by this Contract shall be determined by the arbitrator. The arbitrator shall apply substantive law and may award injunctive relief, equitable relief (including specific performance), or any other remedy available from a judge but shall not have the power to award punitive damages. Each Party shall pay all their own costs, attorney fees and expenses of arbitration and the parties shall share equally in the Arbitrator's fees and costs. The decision of the arbitrator shall be final and binding and an order confirming the award or judgment upon the award may be entered in any court having jurisdiction. The parties agree that the decision of the arbitrator shall be the sole and exclusive remedy between them regarding any dispute presented or pled before the arbitrator. At the request of either party made not later than forty-five (45) days after the arbitration demand, the parties agree to submit the dispute to nonbinding mediation, which shall not delay the arbitration hearing date; provided, that either party may decline to mediate and proceed with arbitration. Any arbitration proceeding commenced to enforce or interpret this Contract shall be brought within six years after the initial occurrence giving rise to the claim, dispute, or issue for which arbitration is commenced, regardless of the date of discovery or whether the claim, dispute, or issue was continuing in nature. Claims, disputes, or issues arising more than six years prior to a written request or demand for arbitration issued under this Contract are not subject to arbitration. e. The parties may agree in writing signed by both parties that a claim or dispute may be brought in Whatcom County Superior Court rather than mediation or arbitration. Unless otherwise specified herein, this Contract shall be governed by the laws of Whatcom County and the State of Washington. 43.1 Venue and Choice of Law: Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) In the event that any litigation should arise concerning the construction or interpretation of any of the terms of this Agreement, the venue of such action of litigation shall be in the courts of the State of Washington in and for the County of Whatcom. This Agreement shall be governed by the laws of the State of Washington. 44.1 Survival: The provisions of paragraphs 11.1, 11.2, 11.3, 21.1, 22.1, 30.1, 31.1, 31.2, 32.1, 33.1, 34.2, 34.3, 36.1, 40.2, 41.2, 42.1, and 43.1, if utilized, shall survive, notwithstanding the termination or invalidity of this Agreement for any reason. 45.1 Entire Agreement: This written Agreement, comprised of the writings signed or otherwise identified and attached hereto, represents the entire Agreement between the parties and supersedes any prior oral statements, discussions or understandings between the parties. Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) EXHIBIT "A" (SCOPE OF WORK) Background On July 5, 2024, the Whatcom County Auditor verified the sufficiency of signatures for Initiative 2024-01 to repeal a County Property tax increase, specifically to repeal Proposition 5 (Ordinance 2022-045). On July 9, 2024, the Whatcom County Council approved Resolution 2024-035 requesting Whatcom County Superior Court issue a declaratory judgment to determine whether Initiative 2024-01 is procedurally invalid (AB2024-466). On July 11, 2024, Whatcom County Prosecuting attorney Eric Richey sent a letter to the Whatcom County Council indicating a conflict of interest that precludes the Prosecutor's Office from pursuing the action requested by the Council. Pursuant to RCW 36.32.200 a County's legislative body may present to the County's presiding superior court judge a contract, in writing, for legal services to perform any duty the prosecuting attorney is authorized to perform. The Whatcom County Council, with this contract, is engaging legal services regarding Initiative 2024-01. Tasks The Whatcom County Council requests legal counsel to review pre -election legal issues related to Initiative 2024-01. Additionally, legal services may be needed to engage in legally appropriate pre -election litigation. All legal services will be conducted in consultation with the client (Whatcom County Council), which may occur during regularly scheduled, special council meetings, and/or Executive Session. Discussions in executive session must comply with RCW 42.30.110. Consultations between the consultant and the Whatcom County Council (client) are subject to the Open Public Meetings Act (RCW 42.30) and the Open Records Act (RCW 42.56). Tasks include, but are not limited to: Verbal reports and discussions Written summaries/memos Coordination with Council staff, as needed Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) EXHIBIT "B" (COMPENSATION) The total not to exceed amount of this contract is $60.000. The contractor will invoice the Whatcom County Council based on hours worked. Staff billing rates include: Paul Lawrence, Partner: $565 Jessica Skelton, Partner: $470 Noe Merfel, Associate $265 Tasks include 1. Review pre -election legal issues related to Initiative 2024-01. 2. Superior Court actions, if applicable 3. Appellate Court actions, if applicable. Invoicing details: • The county agrees to compensate the contractor according to the hourly rates provided above. • The project total cost is inclusive of any incidental costs, including mileage, invoicing, and printing costs. • Billings will be based on hours worked, up to and not exceeding the total contract amount. • The Contractor shall submit itemized invoices on a monthly basis in a format approved by the County. Invoices should be submitted by the 15th of the month following the month of service. Invoices must include an itemized statement of work (SOW) that identifies the work performed. Invoices submitted for payment must include the total hours billed, total cost per invoice period, and the contract remaining balance. Invoices are to be submitted to the Clerk of the Council: c/o Cathy Halka, Clerk of the Council Whatcom County Council Office 311 Grand Ave., Suite 105 Bellingham, WA 98225 CHalka@co.whatcom.wa.us Payment by the County will be considered timely if it is made within 30 days of the receipt and acceptance of billing information from the Contractor. Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) EXHIBIT "C" (CERTIFICATE OF INSURANCE) Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) Docusign Envelope ID: D74EBBF8-2009-4A8D-BD70-A392F19C8C06 WHATCOM COUNTY CONTRACT Whatcom County Contract No. INFORMATION SHEET 202408016 Originating Department: Council Office Division/Program: (i.e. Dept. Division and Program) Contract or Grant Administrator: Cathy Halka, Legislative Analyst Contractor's / Agency Name: Pacifica Law Group, LLP Is this a New Contract? If not, is this an Amendment or Renewal to an Existing Contract? Yes O No Q Yes Q No ® If Amendment or Renewal, (per WCC 3.08.100 (a)) Original Contract #: Does contract require Council Approval? Yes O No ® If No, include WCC: Already approved? Council Approved Date: (Exclusions see: Whatcom County Codes 3.06.010, 3.08.090 and 3.08.100) Is this a grant agreement? Yes ® No (D If yes, grantor agency contract number(s): CFDA#: Is this contract grant funded? Yes ® No (F) If yes, Whatcom County grant contract number(s): Is this contract the result of a RFP or Bid process? Contract Yes () No (E) If yes, RFP and Bid number(s): Cost Center: 1100.6630.902 Is this agreement excluded from E-Verify? No 0 Yes ® If no, include Attachment D Contractor Declaration form. If YES, indicate exclusion(s) below: ❑ Professional services agreement for certified/licensed professional. ❑ Goods and services provided due to an emergency ❑■ Contract work is for less than $100,000. ❑ Contract for Commercial off the shelf items (COTS). ❑■ Contract work is for less than 120 days. ❑ Work related subcontract less than $25,000. ❑ Interlocal Agreement (between Governments). ❑ Public Works - Local Agency/Federally Funded FHWA. Contract Amount:(sum of original contract Council approval required for; all property leases, contracts or bid awards exceeding amount and any prior amendments): $40,000, and professional service contract amendments that have an increase greater $ 60,000 than $10,000 or 10% of contract amount, whichever is greater, except when: 1. Exercising an option contained in a contract previously approved by the council. This Amendment Amount: 2. Contract is for design, construction, r-o-w acquisition, prof services, or other $ capital costs approved by council in a capital budget appropriation ordinance. 3. Bid or award is for supplies. Total Amended Amount: $ 60,000 4. Equipment is included in Exhibit "B" of the Budget Ordinance. 5. Contract is for manufacturer's technical support and hardware maintenance of electronic systems and/or technical support and software maintenance from the Summary of Scope: developer of proprietary software currently used by Whatcom County. Legal services for the Whatcom County Council including review of pre -election legal issues related to Initiative 2024-01 and legally appropriate pre -election litigation. Term Of Contract: Approximately 3 months Expiration Date: November 5, 2024 Contract Routing: 1. Prepared by: Cathy Halka u� 2. Attorney signoff: George Roche (by email/ch) 3. AS Finance reviewed: Brad Bennett (by email/AT/C 4. IT reviewed (if IT relate ) 5. Contractor signed: 6. Executive contract review: 7. Council approved, if necessary: 2024-533 8. Executive signed: 9. Original to Council: Date: 8/8/2024 Date: 818/2024, 8/12/2024 Date: 8/8/2024, 8/13/2024 Date: Date: 8/16/2024 Date: 8/16/2024 Date: 8/15/2024 Date: Date: Last edited 06/23/2023 Docusign Envelope ID: D74EBBF8-2009-4A8D-BD70-A392F19C8C06 Whatcom County Contract No. 202408016 CONTRACT FOR SERVICES Between Whatcom County and Pacifica Law Group, LLP Pacifica Law Group, LLP , hereinafter called Contractor and Whatcom County, hereinafter referred to as County, agree and contract as set forth in this Agreement, including: General Conditions, pp. 3 to 13 Exhibit A (Scope of Work), pp. 14 to 14 Exhibit B (Compensation), pp. 15 to 15 Exhibit C (Certificate of Insurance). Copies of these items are attached hereto and incorporated herein by this reference as if fully set forth herein. The term of this Agreement shall commence on the 15 day of August , 2024 , and shall, unless terminated or renewed as elsewhere provided in the Agreement, terminate on the 5 day of November , 2024 The general purpose or objective of this Agreement is to: review pre -election legal issues related to Initiative 2024-01 and engage in legally appropriate pre -election litigation in consultation with the client (Whatcom County Council) , as more fully and definitively described in Exhibit A hereto. The language of Exhibit A controls in case of any conflict between it and that provided here. The maximum consideration for the initial term of this agreement or for any renewal term shall not exceed $ 60,000 . The Contract Number, set forth above, shall be included on all billings or correspondence in connection therewith. Contractor acknowledges and by signing this contract agrees that the Indemnification provisions set forth in Paragraphs 11.1, 21.1, 30.1, 31.2, 32.1, 34.2, and 34.3, if included, are totally and fully part of this contract and have been mutually negotiated by the parties. 8/20/2024 IN WITNESS WHEREOF, the parties have executed this Agreement this day of August 2024 Each signatory below to this Contract warrants that he/she is the authorized agent of the respective party; and that he/she has the authority to enter into the contract and to bind the party thereto. CONTRACTOR: rpi m—li% W®roup LLP a (Awti.l tt, Paul Lawrence, Partner CONTRACTOR INFORMATION: Pacifica Law Group LLP Paul Lawrence, Partner Address: 1191 Second Ave, Suite 2000 Seattle, WA 98101 Mailing Address: 1191 Second Ave, Suite 2000 Seattle, WA 98101 Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) Docusign Envelope ID: D74EBBF8-2009-4A8D-BD70-A392F19C8C06 WHATCOM COUNTY: Recommended for Approval: Signed by: F "LA, 8/19/2024 wr hDi�ector Date A�9ec� �s to form: FzU ign �: 8/20/2024 �MAMV41torney Date Approved: Accepted for Whatcom County: DocuSigned by: By: Satpal 9i'h'gXtiA',Whatcorn County Executive FDocuSigned by: t-� �VbA� 8/20/2024 GPW4Superior Court Judge Date Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) Docusign Envelope ID: D74EBBF8-2009-4A8D-BD70-A392F19C8C06 GENERAL CONDITIONS Series 00-09: Provisions Related to Scope and Nature of Services 0.1 Scope of Services: The Contractor agrees to provide to the County services and any materials as set forth in the project narrative identified as Exhibit "A", during the agreement period. No material, labor, or facilities will be furnished by the County, unless otherwise provided for in the Agreement. Series 10-19: Provisions Related to Term and Termination 10.1 Term: Services provided by Contractor prior to or after the term of this contract shall be performed at the expense of Contractor and are not compensable under this contract unless both parties hereto agree to such provision in writing. The term of this Agreement may be extended by mutual agreement of the parties; provided, however, that the Agreement is in writing and signed by both parties. The term of this contract is limited to two years in duration in accordance RCW 36.32.200. 11.1 Termination for Default: If the Contractor defaults by failing to perform any of the obligations of the contract or becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an assignment for the benefit of creditors, the County may, by depositing written notice to the Contractor in the U.S. mail, first class postage prepaid, terminate the contract, and at the County's option, obtain performance of the work elsewhere. Termination shall be effective upon Contractor's receipt of the written notice, or within three (3) days of the mailing of the notice, whichever occurs first. If the contract is terminated for default, the Contractor shall not be entitled to receive any further payments under the contract until all work called for has been fully performed. Any extra cost or damage to the County resulting from such default(s) shall be deducted from any money due or coming due to the Contractor. The Contractor shall bear any extra expenses incurred by the County in completing the work, including all increased costs for completing the work, and all damage sustained, or which may be sustained by the County by reason of such default. 11.2 Termination for Reduction in Funding: In the event that funding from State, Federal or other sources is withdrawn, reduced, or limited in any way after the effective date of this Agreement, and prior to its normal completion, the County may summarily terminate this Agreement as to the funds withdrawn, reduced, or limited, notwithstanding any other termination provisions of this Agreement. If the level of funding withdrawn, reduced or limited is so great that the County deems that the continuation of the programs covered by this Agreement is no longer in the best interest of the County, the County may summarily terminate this Agreement in whole, notwithstanding any other termination provisions of this Agreement. Termination under this section shall be effective upon receipt of written notice as specified herein, or within three days of the mailing of the notice, whichever occurs first. 11.3 Termination for Public Convenience: The County may terminate the Agreement in whole or in part whenever the County determines, in its sole discretion, that such termination is in the interests of the County. Whenever the Agreement is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed at unit contract prices for completed items of work. An equitable adjustment in the contract price for partially completed items of work will be made, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this Agreement by the County at any time during the term, whether for default or convenience, shall not constitute breach of contract by the County. Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) Docusign Envelope ID: D74EBBF8-2009-4A8D-BD70-A392F19C8C06 Series 20-29: Provisions Related to Consideration and Payments 20.1 Accounting and Payment for Contractor Services: Payment to the Contractor for services rendered under this Agreement shall be as set forth in Exhibit "B." Where Exhibit "B" requires payments by the County, payment shall be based upon written claims supported, unless otherwise provided in Exhibit "B," by documentation of units of work actually performed and amounts earned, including, where appropriate, the actual number of days worked each month, total number of hours for the month, and the total dollar payment requested, so as to comply with municipal auditing requirements. Unless specifically stated in Exhibit "B" or approved in writing in advance by the official executing this Agreement for the County or his designee (hereinafter referred to as the "Administrative Officer") the County will not reimburse the Contractor for any costs or expenses incurred by the Contractor in the performance of this contract. Where required, the County shall, upon receipt of appropriate documentation, compensate the Contractor, no more often than monthly, in accordance with the County's customary procedures, pursuant to the fee schedule set forth in Exhibit "B." 21.1 Taxes: The Contractor understands and acknowledges that the County will not withhold Federal or State income taxes. Where required by State or Federal law, the Contractor authorizes the County to withhold for any taxes other than income taxes (i.e., Medicare). All compensation received by the Contractor will be reported to the Internal Revenue Service at the end of the calendar year in accordance with the applicable IRS regulations. It is the responsibility of the Contractor to make the necessary estimated tax payments throughout the year, if any, and the Contractor is solely liable for any tax obligation arising from the Contractor's performance of this Agreement. The Contractor hereby agrees to indemnify the County against any demand to pay taxes arising from the Contractor's failure to pay taxes on compensation earned pursuant to this Agreement. The County will pay sales and use taxes imposed on goods or services acquired hereunder as required by law. The Contractor must pay all other taxes, including, but not limited to, Business and Occupation Tax, taxes based on the Contractor's gross or net income, or personal property to which the County does not hold title. The County is exempt from Federal Excise Tax. 22.1 Withholding Payment: In the event the County's Administrative Officer determines that the Contractor has failed to perform any obligation under this Agreement within the times set forth in this Agreement, then the County may withhold from amounts otherwise due and payable to Contractor the amount determined by the County as necessary to cure the default, until the Administrative Officer determines that such failure to perform has been cured. Withholding under this clause shall not be deemed a breach entitling Contractor to termination or damages, provided that the County promptly gives notice in writing to the Contractor of the nature of the default or failure to perform, and in no case more than 10 days after it determines to withhold amounts otherwise due. A determination of the Administrative Officer set forth in a notice to the Contractor of the action required and/or the amount required to cure any alleged failure to perform shall be deemed conclusive, except to the extent that the Contractor acts within the times and in strict accord with the provisions of the Disputes clause of this Agreement. The County may act in accordance with any determination of the Administrative Officer which has become conclusive under this clause, without prejudice to any other remedy under the Agreement, to take all or any of the following actions: (1) cure any failure or default, (2) to pay any amount so required to be paid and to charge the same to the account of the Contractor, (3) to set off any amount so paid or incurred from amounts due or to become due the Contractor. In the event the Contractor obtains relief upon a claim under the Disputes clause, no penalty or damages shall accrue to Contractor by reason of good faith withholding by the County under this clause. 23.1 Labor Standards: The Contractor agrees to comply with all applicable state and federal requirements, including but not limited to those pertaining to payment of wages and working conditions, in accordance with RCW 39.12.040, the Prevailing Wage Act; the Americans with Disabilities Act of 1990; the Davis -Bacon Act; and the Contract Work Hours and Safety Standards Act providing for weekly payment of prevailing wages, minimum overtime pay, and providing that no laborer or mechanic shall be required to work in surroundings or under conditions which are unsanitary, hazardous, or dangerous to health and safety as determined by regulations promulgated by the Federal Secretary of Labor and the State of Washington. Series 30-39: Provisions Related to Administration of Agreement Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) Docusign Envelope ID: D74EBBF8-2009-4A8D-BD70-A392F19C8C06 30.1 Independent Contractor: In providing services under this Contract, the Contractor is an independent contractor, and neither it nor its officers, agents, or employees are employees of the County for any purpose. The Contractor shall be responsible for all federal and/or state tax, industrial insurance, and Social Security liability that may result from the performance of and compensation for these services and shall make no claim of career service or civil service rights which may accrue to a County employee under state or local law. The County assumes no responsibility for the payment of any compensation, wages, benefits, or taxes, by, or on behalf of the Contractor, its employees, and/or others by reason of this Contract. The Contractor shall protect, indemnify, defend, and save harmless the County, its officers, agents, and employees from and against any and all claims, costs, and/or losses whatsoever occurring or resulting from (1) the Contractor's failure to pay any such compensation, wages, benefits, or taxes, and/or (2) the supplying to the Contractor of work, services, materials, or supplies by Contractor employees or other suppliers in connection with or support of the performance of this Contract. 30.2 Assignment and Subcontracting: The performance of all activities contemplated by this agreement shall be accomplished by the Contractor. No portion of this contract may be assigned or subcontracted to any other individual, firm or entity without the express and prior written approval of the County. 30.3 No Guarantee of Employment: The performance of all or part of this contract by the Contractor shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee any employment of the Contractor or any employee of the Contractor or any subcontractor or any employee of any subcontractor by the County at the present time or in the future. 31.1 Ownership of Items Produced and Public Records Act: All writings, programs, data, public records or other materials prepared by the Contractor and/or its consultants or subcontractors, in connection with performance of this Agreement, shall be the sole and absolute property of the County. If the Contractor creates any copyrightable materials or invents any patentable property, the Contractor may copyright or patent the same, but the County retains a royalty -free, nonexclusive and irrevocable license to reproduce, publish, recover, or otherwise use the materials or property and to authorize other governments to use the same for state or local governmental purposes. Contractor further agrees to make research, notes, and other work products produced in the performance of this Agreement available to the County upon request. Ownership. Any and all data, writings, programs, public records, reports, analyses, documents, photographs, pamphlets, plans, specifications, surveys, films or any other materials created, prepared, produced, constructed, assembled, made, performed or otherwise produced by the Contractor or the Contractor's subcontractors or consultants for delivery to the County under this Contract shall be the sole and absolute property of the County. Such property shall constitute "work made for hire" as defined by the U.S. Copyright Act of 1976, 17 U.S.C. § 101, and the ownership of the copyright and any other intellectual property rights in such property shall vest in the County at the time of its creation. Ownership of the intellectual property includes the right to copyright, patent, and register, and the ability to transfer these rights. Material which the Contractor uses to perform this Contract but is not created, prepared, constructed, assembled, made, performed or otherwise produced for or paid for by the County is owned by the Contractor and is not "work made for hire" within the terms of this Agreement. Public Records Act. This Contract and all records associated with this Contract shall be available for inspection and copying by the public where required by the Public Records Act, Chapter 42.56 RCW (the "Act"). To the extent that public records then in the custody of the Contractor are needed for the County to respond to a request under the Act, as determined by the County, the Contractor agrees to make them promptly available to the County at no cost to the County. If the Contractor considers any portion of any record provided to the County under this Agreement, whether in electronic or hard copy form, to be protected from disclosure under law, the Contractor shall clearly identify any specific information that it claims to be confidential or proprietary. If the County receives a request under the Act to inspect or copy the information so identified by the Contractor and the County determines that release of the information is required by the Act or otherwise appropriate, the County's sole obligations shall be to notify the Contractor (a) of the request and (b) of the date that such information will be released to the requester unless the Contractor obtains a court order to enjoin that disclosure pursuant to RCW 42.56.540. If the Contractor fails to timely obtain a court order enjoining disclosure, the County will release the requested information on the date specified. The County has, and by this section assumes, no obligation on behalf of the Contractor to claim any exemption from disclosure under the Act. The County shall not be liable to the Contractor for releasing records not clearly identified by the Contractor as confidential or proprietary. The County shall not be liable to the Contractor for any records that the County releases in compliance with this section or in compliance with an order of a court of competent jurisdiction. Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) Docusign Envelope ID: D74EBBF8-2009-4A8D-BD70-A392F19C8C06 The Contractor shall be liable to the requester for any and all fees, costs, penalties or damages imposed or alleged as a result of the Contractor's failure to provide adequate or timely records. This provision and the obligations it establishes shall remain in effect after the expiration of this contract. 31.2 Patent/Copyright Infringement: Contractor will defend and indemnify the County from any claimed action, cause or demand brought against the County, to the extent such action is based on the claim that information supplied by the Contractor infringes any patent or copyright. The Contractor will pay those costs and damages attributable to any such claims that are finally awarded against the County in any action. Such defense and payments are conditioned upon the following: A. The Contractor shall be notified promptly in writing by the County of any notice of such claim. B. Contractor shall have the right, hereunder, at its option and expense, to obtain for the County the right to continue using the information, in the event such claim of infringement, is made, provided no reduction in performance or loss results to the County. 32.1 Confidentiality: The Contractor, its employees, subcontractors, and their employees shall maintain the confidentiality of all information provided by the County or acquired by the Contractor in performance of this Agreement, except upon the prior written consent of the County or an order entered by a court after having acquired jurisdiction over the County. Contractor shall immediately give to the County notice of any judicial proceeding seeking disclosure of such information. Contractor shall indemnify and hold harmless the County, its officials, agents or employees from all loss or expense, including, but not limited to, settlements, judgments, setoffs, attorneys' fees and costs resulting from Contractor's breach of this provision. 33.1 Right to Review: This contract is subject to review by any Federal, State or County auditor. The County or its designee shall have the right to review and monitor the financial and service components of this program by whatever means are deemed expedient by the Administrative Officer or by the County Auditor's Office. Such review may occur with or without notice and may include, but is not limited to, on -site inspection by County agents or employees, inspection of all records or other materials which the County deems pertinent to the Agreement and its performance, and any and all communications with or evaluations by service recipients under this Agreement. The Contractor shall preserve and maintain all financial records and records relating to the performance of work under this Agreement for three (3) years after contract termination, and shall make them available for such review, within Whatcom County, State of Washington, upon request. Contractor also agrees to notify the Administrative Officer in advance of any inspections, audits, or program review by any individual, agency, or governmental unit whose purpose is to review the services provided within the terms of this Agreement. If no advance notice is given to the Contractor, then the Contractor agrees to notify the Administrative Officer as soon as it is practical. 34.1 Insurance The Contractor shall, at its own expense, obtain and continuously maintain the following insurance coverage for the duration of this contract, which shall include insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, subcontractors or employees. All insurers providing such insurance shall have an A.M. Best Rating of not less that A- (or otherwise be acceptable to the County) and be licensed to do business in the State of Washington and admitted by the Washington State Insurance Commissioner. Coverage limits shall be the minimum limits identified in this Contract or the coverage limits provided or available under the policies maintained by the Contractor without regard to this Contract, whichever are greater. 1. Commercial General Liability Property Damage General Liability & bodily injury Annual Aggregate $500,000.00, per occurrence $1,000,000.00, per occurrence $2,000,000.00 At least as broad as ISO form CG 00 01 or the equivalent, which coverage shall include personal injury, bodily injury and property damage for Premises Operations, Products and Completed Operations, Personal/Advertising Injury, Contractual Liability, Independent Contractor Liability, medical payments and Stop Gap/Employer's Liability. Coverage shall not exclude or contain sub -limits less than the minimum limits required, unless approved in writing by the County. 2. Professional Liability Professional Liability - $1,000,000 per occurrence Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) Docusign Envelope ID: D74EBBF8-2009-4A8D-BD70-A392F19C8C06 a. Obtain professional liability insurance covering the negligent acts, errors, or omissions of the professional in connection with the performance of services to the County. If any insurance policy or the professional liability insurance is written on a claims made form, its retroactive date, and that of all subsequent renewals, shall be no later than the effective date of this Contract. The policy shall state that coverage is claims made, and state the retroactive date. Claims -made form coverage shall be maintained by the Contractor for a minimum of 36 months following the Completion Date or earlier termination of this Contract, and the Contractor shall annually provide the Contracting Agency with proof of renewal. If renewal of the claims made form of coverage becomes unavailable, or economically prohibitive, the Contractor shall purchase an extended reporting period ("tail") or execute another form of guarantee acceptable to the Contracting Agency to assure financial responsibility for liability for services performed. 3. Additional Insurance Requirements and Provisions a. All insurance policies shall provide coverage on an occurrence basis. b. Additional Insureds. Whatcom County, its departments, elected and appointed officials, employees, agents and volunteers shall be included as additional insureds on Contractor's and Contractor's subcontractors' insurance policies by way of endorsement for the full available limits of insurance required in this contract or maintained by the Contractor and subcontractor, whichever is greater. c. Primary and Non-contributory Insurance. Contractor shall provide primary insurance coverage and the County's insurance shall be non-contributory. Any insurance, self -insured retention, deductible, risk retention or insurance pooling maintained or participated in by the County shall be excess and non- contributory to Contractor's insurance. Waiver of Subrogation. The insurance policy shall provide a waiver of subrogation with respect to each insurance policy maintained under this Contract. When required by an insurer, or if a policy condition does not permit Contractor to enter into a pre -loss agreement to waive subrogation without an endorsement, then Contractor agrees to notify the insurer and obtain such endorsement. This requirement shall not apply to any policy which includes a condition expressly prohibiting waiver of subrogation by the insured or which voids coverage should the Contractor enter into such a waiver of subrogation on a pre - loss basis. Review of and Revision of Policy Provisions. Upon request, the Contractor shall provide a full and complete certified copy of all requested insurance policies to the County. The County reserves the right, but not the obligation, to revise any insurance requirement, including but not limited to limits, coverages and endorsements, or to reject any insurance policies which fail to meet the requirements of this Contract. Additionally, the County reserves the right, but not the obligation, to review and reject any proposed insurer providing coverage based upon the insurer's financial condition or licensing status in Washington. Verification of Coverage/Certificates and Endorsements. The Contractor shall furnish the County with a certificate of insurance and endorsements required by this contract. The certificates and endorsements for each policy shall be signed by a person authorized by the insurer to bind coverage on its behalf. The certificate and endorsements for each insurance policy are to be on forms approved by the County prior to commencement of activities associated with the contract. The certificate and endorsements, and renewals thereof, shall be attached hereto as Exhibit "C". If Exhibit C is not attached, the Contractor must submit the certificate and endorsements required in this contract to the County prior to the commencement of any work on the contracted project. A certificate alone is insufficient proof of the required insurance; endorsements must be included with the certificate. The certificate of insurance must reflect the insurance required in this contract, including appropriate limits, insurance coverage dates, per occurrence, and in the description of operations, include the County project, Whatcom County, its departments, officials, employees, agents and volunteers as additional insureds, primary, non-contributory, and waiver of subrogation. g. The County must be notified immediately in writing of any cancellation of the policy, exhaustion of aggregate limits, notice of intent not to renew insurance coverage, expiration of policy or change in insurer carrier. Contractor shall always provide the County with a current copy of the certificate and endorsements throughout the duration of the contract. Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) Docusign Envelope ID: D74EBBF8-2009-4A8D-BD70-A392F19C8C06 No Limitation on Liability. The insurance maintained under this Contract shall not in any manner limit the liability or qualify the liabilities or obligations of the Contractor to the coverage provided by such insurance, or otherwise limit the County's recourse to any remedy available at law or equity. Payment Conditioned on Insurance and Failure to Maintain Insurance. Compensation and/or payments due to the Contractor under this Contract are expressly conditioned upon the Contractor's compliance with all insurance requirements. Failure on the part of the Contractor to maintain the insurance as required shall constitute a material breach of contract. Payment to the Contractor may be suspended in the event of non-compliance, upon which the County may, after giving five business days' notice to the Contractor to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the County on demand or offset against funds due the Contractor. Upon receipt of evidence of Contractor's compliance, payments not otherwise subject to withholding or set-off will be released to the Contractor. Workers' Compensation. The Contractor shall maintain Workers' Compensation coverage as required under the Washington State Industrial Insurance Act, RCW Title 51, for all Contractors' employees, agents and volunteers eligible for such coverage under the Industrial Insurance Act. k. Failure of the Contractor to take out and/or maintain required insurance shall not relieve the Contractor or subcontractors from any liability under the contract, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations concerning indemnification. The County does not waive any insurance requirements even in the event the certificate or endorsements provided by the Contractor were insufficient or inadequate proof of coverage but not objected to by the County. The County's failure to confirm adequate proof of insurance requirements does not constitute a waiver of the Contractor's insurance requirements under this Contract. Availability of Contractor Limits. If the Contractor maintains higher insurance limits than the minimums shown above, the County shall be insured for the full available limits, including Excess or Umbrella liability maintained by the Contractor, irrespective of whether such limits maintained by the Contractor are greater than those required by this contract or whether any certificate furnished to the County evidences limits of liability lower than those maintained by the Contractor. m. Insurance for Subcontractors. If the Contractor subcontracts (if permitted in the contract) any portion of this Contract, the Contractor shall include all subcontractors as insureds under its policies or shall require separate certificates of insurance and policy endorsements from each subcontractor. Insurance coverages by subcontractors must comply with the insurance requirements of the Contractor in this contract and shall be subject to all of the requirements stated herein, including naming the County as additional insured. n. The Contractor agrees Contractor's insurance obligation shall survive the completion or termination of this Contract for a minimum period of three years. 34.3 Defense & Indemnity Agreement. To the fullest extent permitted by law, the Contractor agrees to indemnify, defend and hold the County and its departments, elected and appointed officials, employees, agents and volunteers, harmless from and against any and all claims, damages, losses and expenses, including but not limited to court costs, attorney's fees, and alternative dispute resolution costs, for any personal injury, for any bodily injury, sickness, disease, or death and for any damage to or destruction of any property (including the loss of use resulting therefrom) which: 1) are caused by any error, act or omission, negligent or otherwise, of the Contractor, its employees, agents or volunteers or Contractor's subcontractors and their employees, agents or volunteers; or 2) directly arise out of or occur in connection with performance of this Contract or 3) are based upon the Contractor's or its subcontractors' use of, presence upon, or proximity to the property of the County. This indemnification obligation of the Contractor shall not apply in the limited circumstance where the claim, damage, loss, or expense is caused by the sole negligence of the County and only to the extent of the negligence of the contractor. Should a court of competent jurisdiction determine that this contract is subject to RCW 4.24.115, then in the event of concurrent Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) Docusign Envelope ID: D74EBBF8-2009-4A8D-BD70-A392F19C8C06 negligence of the Contractor, its subcontractors, employees or agents, and the County, its employees or agents, this indemnification obligation of the Contractor shall be valid and enforceable only to the extent of the negligence of the Contractor, its subcontractors, employees, and agents. This indemnification obligation of the Contractor shall not be limited in any way by the Washington State Industrial Insurance Act, RCW Title 51, or by application of any other workmen's compensation act, disability benefit act or other employee benefit act, and the Contractor hereby expressly waives any immunity afforded by such acts. It is further provided that no liability shall attach to the County by reason of entering into this contract, except as expressly provided herein. The parties specifically agree that this Contract is for the benefit of the parties only and this Contract shall create no rights in any third party. The County reserves the right, but not the obligation, to participate in the defense of any claim, damages, losses, or expenses, and such participation shall not constitute a waiver of Contractor's indemnity obligations under this Agreement. In the event the Contractor enters into subcontracts to the extent allowed under this Contract, the Contractor's subcontractors shall indemnify the County on a basis equal to or exceeding Contractor's indemnity obligations to the County. The Contractor shall pay all attorney's fees and expenses incurred by the County in establishing and enforcing the County's rights under this indemnification provision, whether or not suit was instituted. The Contractor agrees all Contractor's indemnity obligations shall survive the completion, expiration or termination of this Agreement. The foregoing indemnification obligations of the Contractor are a material inducement to County to enter into this Agreement and are reflected in the Contractor's compensation. By signing this contract, the Contractor acknowledges that it has freely negotiated and agreed to the indemnification requirements to defend, indemnify and hold harmless the County from all claims and suits including those brought against the County by the Contractor's own employees, arising from this contract. 35.1 Non -Discrimination in Employment: (Must be included in every contract as per Ord. 2021-016) The County's policy is to provide equal opportunity in all terms, conditions and privileges of employment for all qualified applicants and employees without regard to race, color, creed, religion, national origin, sex, sexual orientation (including gender identity), age, marital status, disability, or veteran status. The Contractor shall comply with all laws prohibiting discrimination against any employee or applicant for employment on the grounds of race, color, creed, religion, national origin, sex, sexual orientation (including gender identity), age, marital status, disability, political affiliation, or veteran status, except where such constitutes a bona fide occupational qualification. Furthermore, in those cases in which the Contractor is governed by such laws, the Contractor shall take affirmative action to insure that applicants are employed, and treated during employment, without regard to their race, color, creed, religion, national origin, sex, age, marital status, sexual orientation (including gender identity), disability, or veteran status, except where such constitutes a bona fide occupational qualification. Such action shall include, but not be limited to: advertising, hiring, promotions, layoffs or terminations, rate of pay or other forms of compensation benefits, selection for training including apprenticeship, and participation in recreational and educational activities. In all solicitations or advertisements for employees placed by them or on their behalf, the Contractor shall state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex or national origin. The foregoing provisions shall also be binding upon any subcontractor, provided that the foregoing provision shall not apply to contracts or subcontractors for standard commercial supplies or raw materials, or to sole proprietorships with no employees. 35.2 Non -Discrimination in Client Services:: (Must be included in every contract as per Ord. 2021-016) The Contractor shall not discriminate on the grounds of race, color, creed, religion, national origin, sex, age, marital status, sexual orientation (including gender identity), disability, or veteran status; or deny an individual or business any service or benefits under this Agreement unless otherwise allowed by applicable law; or subject an individual or business to segregation or separate treatment in any manner related to his/her/its receipt any service or services or other benefits provided under this Agreement unless otherwise allowed by applicable law; or deny an individual or business an opportunity to participate in any program provided by this Agreement unless otherwise allowed by applicable law. 36.1 Waiver of Noncompetition: Contractor irrevocably waives any existing rights which it may have, by contract or otherwise, to require another person or corporation to refrain from submitting a proposal to or performing work or providing supplies to the County, and contractor further promises that it will Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) Docusign Envelope ID: D74EBBF8-2009-4A8D-BD70-A392F19C8C06 not in the future, directly or indirectly, induce or solicit any person or corporation to refrain from submitting a bid or proposal to or from performing work or providing supplies to the County. 36.2 Conflict of Interest: If at any time prior to commencement of, or during the term of this Agreement, Contractor or any of its employees involved in the performance of this Agreement shall have or develop an interest in the subject matter of this Agreement that is potentially in conflict with the County's interest, then Contractor shall immediately notify the County of the same. The notification of the County shall be made with sufficient specificity to enable the County to make an informed judgment as to whether or not the County's interest may be compromised in any manner by the existence of the conflict, actual or potential. Thereafter, the County may require the Contractor to take reasonable steps to remove the conflict of interest. The County may also terminate this contract according to the provisions herein for termination. 37.1 Administration of Contract: This Agreement shall be subject to all laws, rules, and regulations of the United States of America, the State of Washington, and political subdivisions of the State of Washington. The Contractor also agrees to comply with applicable federal, state, county or municipal standards for licensing, certification and operation of facilities and programs, and accreditation and licensing of individuals. The County hereby appoints, and the Contractor hereby accepts, the Whatcom County Executive, and his or her designee, as the County's representative, hereinafter referred to as the Administrative Officer, for the purposes of administering the provisions of this Agreement, including the County's right to receive and act on all reports and documents, and any auditing performed by the County related to this Agreement. The Administrative Officer for purposes of this agreement is: Whatcom County Council Cathy Halka, Clerk of the Council 311 Grand Avenue, Suite 105 Bellingham, WA 98225 360-778-5010 chalka@co.whatcom.wa.us 37.2 Notice: Any notices or communications required or permitted to be given by this Contract must be (i) given in writing and (ii) personally delivered or mailed, by prepaid, certified mail or overnight courier, or transmitted by electronic mail transmission (including PDF), to the party to whom such notice or communication is directed, to the mailing address or regularly -monitored electronic mail address of such party as follows: To: Pacifica Law Group, LLC 1191 Second Ave, Suite 2000 Seattle, WA 98101 Attention: Paul Lawrence Telephone: 206-245-1700 Email: Paul.lawrence@pacificalawgroup.com To: Whatcom County Council 311 Grand Avenue, Suite 105 Bellingham, WA 98225 Attention: Clerk of the Council Telephone: 360-778-5010 Email: chalka@co.whatcom.wa.us Any such notice or communication shall be deemed to have been given on (i) the day such notice or communication is personally delivered, (ii) three (3) days after such notice or communication is mailed by prepaid certified or registered mail, (iii) one (1) working day after such notice or communication is sent by overnight courier, or (iv) the day such notice or communication is sent electronically, provided that the sender has received a confirmation of such electronic transmission. A party may, for purposes of this Agreement, change his, her or its address, email address or the person to whom a notice or other communication is marked to the attention of, by giving notice of such change to the other party pursuant to this Section. 37.3 If agreed by the parties, this Contract may be executed by Email transmission and PDF signature and Email transmission and PDF signature shall constitute an original for all purposes. Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) Docusign Envelope ID: D74EBBF8-2009-4A8D-BD70-A392F19C8C06 38.1 Certification of Public Works Contractor's Status under State Law: If applicable, Contractor certifies that it has fully met the responsibility criteria required of public works contractors under RCW 39.04.350 (1), which include: (a) having a certificate of registration in compliance with RCW 18.27; (b) having a current state unified business identifier number; (c) if applicable, having industrial insurance coverage for its employees working in Washington as required in Title 51 RCW, an employment security department number as required in Title 50 RCW, and a state excise tax registration number as required in Title 82 RCW; and (d) not being disqualified from bidding on any public works contract under RCW 39.06.010 or 39.12.065 (3). 38.2 Certification Regarding Federal Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transactions: If applicable, the Contractor further certifies, by executing this contract, that neither it nor its principles is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or Agency. The Contractor also agrees that it shall not knowingly enter into any lower tier covered transactions (a transaction between the Contractor and any other person) with a person who is proposed for debarment, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, and the Contractor agrees to include this clause titled "Certification Regarding Federal Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction" without modification, in all lower tier covered transactions and in all solicitations for lower tier transactions. The "Excluded Parties List System in the System for Award Management (SAM) website is available to research this information at WWW.SAM.GOV. Contractor shall immediately notify Whatcom County if, during the term of this Contract, Contractor becomes debarred. 38.3 E-Verify: The E-Verify contractor program for Whatcom County applies to contracts of $100,000 or more and sub contracts for $25,000 or more if the primary contract is for $100,000 or more. If applicable, Contractor represents and warrants that it will, for at least the duration of this contract, register and participate in the status verification system for all newly hired employees. The term "employee" as used herein means any person that is hired to perform work for Whatcom County. As used herein, "status verification system" means the Illegal Immigration Reform and Immigration Responsibility Act of 1996 that is operated by the United States Department of Homeland Security, also known as the E-Verify Program, or any other successor electronic verification system replacing the E-Verify Program. Contractor/Seller agrees to maintain records of such compliance and, upon request of the County, to provide a copy of each such verification to the County. Contractor/Seller further represents and warrants that any person assigned to perform services hereunder meets the employment eligibility requirements of all immigration laws of the State of Washington. Contractor/Seller understands and agrees that any breach of these warranties may subject Contractor/Seller to the following: (a) termination of this Agreement and ineligibility for any Whatcom County contract for up to three (3) years, with notice of such cancellation/termination being made public. In the event of such termination/cancellation, Contractor/Seller would also be liable for any additional costs incurred by the County due to contract cancellation or loss of license or permit." Contractor will review and enroll in the E-Verify program through this website: www.uscis.gov Series 40-49: Provisions Related to Interpretation of Agreement and Resolution of Disputes 40.1 Modifications: Either party may request changes in the Agreement. Any and all agreed modifications, to be valid and binding upon either party, shall be in writing and signed by both of the parties. 40.2 Contractor Commitments, Warranties and Representations: Any written commitment received from the Contractor concerning this Agreement shall be binding upon the Contractor, unless otherwise specifically provided herein with reference to this paragraph. Failure of the Contractor to fulfill such a commitment shall render the Contractor liable for damages to the County. A commitment includes, but is not limited to, any representation made prior to execution of this Agreement, whether or not incorporated elsewhere herein by reference, as to performance of services or equipment, prices or options for future acquisition to remain in effect for a fixed period, or warranties. 41.1 Severability: If any term or condition of this contract or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this contract are declared severable. 41.2 Waiver: Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) Docusign Envelope ID: D74EBBF8-2009-4A8D-BD70-A392F19C8C06 Waiver of any breach or condition of this contract shall not be deemed a waiver of any prior or subsequent breach. No term or condition of this contract shall be held to be waived, modified or deleted except by an instrument, in writing, signed by the parties hereto. The failure of the County to insist upon strict performance of any of the covenants and agreements of this Agreement, or to exercise any option herein conferred in any one or more instances, shall not be construed to be a waiver or relinquishment of any such, or any other covenants or agreements, but the same shall be and remain in full force and effect. 42.1 Disputes: General: Differences between the Contractor and the County, arising under and by virtue of the Contract Documents, shall be brought to the attention of the County at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. Except for such objections as are made of record in the manner hereinafter specified and within the time limits stated, the records, orders, rulings, instructions, and decisions of the Administrative Officer shall be final and conclusive. b. Notice of Potential Claims: The Contractor shall not be entitled to additional compensation which otherwise may be payable, or to extension of time for (1) any act or failure to act by the Administrative Officer or the County, or (2) the happening of any event or occurrence, unless the Contractor has given the County a written Notice of Potential Claim within ten (10) days of the commencement of the act, failure, or event giving rise to the claim, and before final payment by the County. The written Notice of Potential Claim shall set forth the reasons for which the Contractor believes additional compensation or extension of time is due, the nature of the cost involved, and insofar as possible, the amount of the potential claim. Contractor shall keep full and complete daily records of the work performed, labor and material used, and all costs and additional time claimed to be additional. C. Detailed Claim: The Contractor shall not be entitled to claim any such additional compensation, or extension of time, unless within thirty (30) days of the accomplishment of the portion of the work from which the claim arose, and before final payment by the County, the Contractor has given the County a detailed written statement of each element of cost or other compensation requested and of all elements of additional time required, and copies of any supporting documents evidencing the amount or the extension of time claimed to be due. Arbitration: Other than claims for injunctive relief, temporary restraining order, or other provisional remedy to preserve the status quo or prevent irreparable harm, brought by a party hereto (which may be brought either in court or pursuant to this arbitration provision), and consistent with the provisions hereinabove, any claim, dispute or controversy between the parties under, arising out of, or related to this Contract or otherwise, including issues of specific performance, shall be determined by arbitration in Bellingham, Washington, under the applicable American Arbitration Association (AAA) rules in effect on the date hereof, as modified by this Agreement. There shall be one arbitrator selected by the parties within ten (10) days of the arbitration demand, or if not, by the AAA or any other group having similar credentials. Any issue about whether a claim is covered by this Contract shall be determined by the arbitrator. The arbitrator shall apply substantive law and may award injunctive relief, equitable relief (including specific performance), or any other remedy available from a judge but shall not have the power to award punitive damages. Each Party shall pay all their own costs, attorney fees and expenses of arbitration and the parties shall share equally in the Arbitrator's fees and costs. The decision of the arbitrator shall be final and binding and an order confirming the award or judgment upon the award may be entered in any court having jurisdiction. The parties agree that the decision of the arbitrator shall be the sole and exclusive remedy between them regarding any dispute presented or pled before the arbitrator. At the request of either party made not later than forty-five (45) days after the arbitration demand, the parties agree to submit the dispute to nonbinding mediation, which shall not delay the arbitration hearing date; provided, that either party may decline to mediate and proceed with arbitration. Any arbitration proceeding commenced to enforce or interpret this Contract shall be brought within six years after the initial occurrence giving rise to the claim, dispute, or issue for which arbitration is commenced, regardless of the date of discovery or whether the claim, dispute, or issue was continuing in nature. Claims, disputes, or issues arising more than six years prior to a written request or demand for arbitration issued under this Contract are not subject to arbitration. e. The parties may agree in writing signed by both parties that a claim or dispute may be brought in Whatcom County Superior Court rather than mediation or arbitration. Unless otherwise specified herein, this Contract shall be governed by the laws of Whatcom County and the State of Washington. 43.1 Venue and Choice of Law: Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) Docusign Envelope ID: D74EBBF8-2009-4A8D-BD70-A392F19C8C06 In the event that any litigation should arise concerning the construction or interpretation of any of the terms of this Agreement, the venue of such action of litigation shall be in the courts of the State of Washington in and for the County of Whatcom. This Agreement shall be governed by the laws of the State of Washington. 44.1 Survival: The provisions of paragraphs 11.1, 11.2, 11.3, 21.1, 22.1, 30.1, 31.1, 31.2, 32.1, 33.1, 34.2, 34.3, 36.1, 40.2, 41.2, 42.1, and 43.1, if utilized, shall survive, notwithstanding the termination or invalidity of this Agreement for any reason. 45.1 Entire Agreement: This written Agreement, comprised of the writings signed or otherwise identified and attached hereto, represents the entire Agreement between the parties and supersedes any prior oral statements, discussions or understandings between the parties. Contract for Services Pacifica Law Group, Legal Services for Whatconn County Council V. 2023-1(DocuSign) Docusign Envelope ID: D74EBBF8-2009-4A8D-BD70-A392F19C8C06 EXHIBIT "A" (SCOPE OF WORK) Background On July 5, 2024, the Whatcom County Auditor verified the sufficiency of signatures for Initiative 2024-01 to repeal a County Property tax increase, specifically to repeal Proposition 5 (Ordinance 2022-045). On July 9, 2024, the Whatcom County Council approved Resolution 2024-035 requesting Whatcom County Superior Court issue a declaratory judgment to determine whether Initiative 2024-01 is procedurally invalid (AB2024-466). On July 11, 2024, Whatcom County Prosecuting attorney Eric Richey sent a letter to the Whatcom County Council indicating a conflict of interest that precludes the Prosecutor's Office from pursuing the action requested by the Council. Pursuant to RCW 36.32.200 a County's legislative body may present to the County's presiding superior court judge a contract, in writing, for legal services to perform any duty the prosecuting attorney is authorized to perform. The Whatcom County Council, with this contract, is engaging legal services regarding Initiative 2024-01. Tasks The Whatcom County Council requests legal counsel to review pre -election legal issues related to Initiative 2024-01. Additionally, legal services may be needed to engage in legally appropriate pre -election litigation. All legal services will be conducted in consultation with the client (Whatcom County Council), which may occur during regularly scheduled, special council meetings, and/or Executive Session. Discussions in executive session must comply with RCW 42.30.110. Consultations between the consultant and the Whatcom County Council (client) are subject to the Open Public Meetings Act (RCW 42.30) and the Open Records Act (RCW 42.56). Tasks include, but are not limited to: Verbal reports and discussions Written summaries/memos Coordination with Council staff, as needed Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) Docusign Envelope ID: D74EBBF8-2009-4A8D-BD70-A392F19C8C06 EXHIBIT "B" (COMPENSATION) The total not to exceed amount of this contract is $60.000. The contractor will invoice the Whatcom County Council based on hours worked. Staff billing rates include: Paul Lawrence, Partner: $565 Jessica Skelton, Partner: $470 Noe Merfel, Associate $265 Tasks include 1. Review pre -election legal issues related to Initiative 2024-01. 2. Superior Court actions, if applicable 3. Appellate Court actions, if applicable. Invoicing details: • The county agrees to compensate the contractor according to the hourly rates provided above. • The project total cost is inclusive of any incidental costs, including mileage, invoicing, and printing costs. • Billings will be based on hours worked, up to and not exceeding the total contract amount. • The Contractor shall submit itemized invoices on a monthly basis in a format approved by the County. Invoices should be submitted by the 15th of the month following the month of service. Invoices must include an itemized statement of work (SOW) that identifies the work performed. Invoices submitted for payment must include the total hours billed, total cost per invoice period, and the contract remaining balance. Invoices are to be submitted to the Clerk of the Council: c/o Cathy Halka, Clerk of the Council Whatcom County Council Office 311 Grand Ave., Suite 105 Bellingham, WA 98225 CHalka@co.whatcom.wa.us Payment by the County will be considered timely if it is made within 30 days of the receipt and acceptance of billing information from the Contractor. Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) Docusign Envelope ID: D74EBBF8-2009-4A8D-BD70-A392F19C8C06 EXHIBIT "C" (CERTIFICATE OF INSURANCE) Contract for Services Pacifica Law Group, Legal Services for Whatcom County Council V. 2023-1(DocuSign) Docusign Envelope ID: D74EBBF8-2009-4A8D-BD70-A392F19C8C06 COUNTY COURTHOUSE 311 Grand Avenue, Suite #105 Bellingham, WA 98225-4038 (360) 778-5010 M COG Z MEMORANDUM TO: Satpal Sidhu, County Executive FROM: Council Office Staff RE: Contract for Legal Services for the Whatcom County Council DATE: August 8, 2024 CLERK OF THE COUNCIL Cathy Halka, AICP, CMC Enclosed is a contract between Whatcom County and Pacifica Law Group, LLP for your review and signature. Background and Purpose On July 5, 2024, the Whatcom County Auditor verified the sufficiency of signatures for Initiative 2024-01 to repeal a County Property tax increase, specifically to repeal Proposition 5 (Ordinance 2022-045). On July 9, 2024, the Whatcom County Council approved Resolution 2024-035 requesting Whatcom County Superior Court issue a declaratory judgment to determine whether Initiative 2024-01 is procedurally invalid (AB2024-466). On July 11, 2024, Whatcom County Prosecuting attorney Eric Richey sent a letter to the Whatcom County Council indicating a conflict of interest that precludes the Prosecutor's Office from pursuing the action requested by the Council. The Whatcom County Council, with this contract, is engaging legal services to review pre -election legal issues related to Initiative 2024-01. In accordance with RCW 36.32.200, the presiding superior court judge of the county must review the contract and a signature block for approval is included on the contract. • Funding Amount and Source The proposed contract amount is $60,000. The Council Office submitted a supplemental budget request (#4741) for funding for this contract (see AB2024-507). • Timeframe The timeframe for this contract is approximately 3 months, ending November 5, 2024. Please contact Cathy Halka at ext. 5019, if you have any questions. Encl. Whatcom County • Agenda Bill Master Report File Number: AB2024-510 File ID: AB2024-510 Version: 1 File Created: 07/25/2024 Entered by: CHalka@co.whatcom.wa.us Department: Council Office File Type: Discussion Assigned to: Council Committee of the Whole Agenda Date: 11/12/2024 Primary Contact Email: chalka@co.whatcom.wa.us TITLE FOR AGENDA ITEM: COUNTY COURTHOUSE 311 Grand Avenue, Ste #105 Bellingham, WA 98225-4038 (360)778-5010 Status: Discussed and Motion(s) Approved Final Action: 11/12/2024 Enactment #: Discussion regarding membership of Council standing committees and other potential changes to meeting logistics SUMMARY STATEMENT OR LEGAL NOTICE LANGUAGE: Discussion regarding membership of Council standing committees and other potential changes to meeting logistics HISTORY OF LEGISLATIVE FILE Date: Acting Body: Action: Sent To: 08/15/2024 Council (Special) 09/24/2024 Council Committee of the Whole 11/12/2024 Council (Special) Attachments: Staff Memo DISCUSSED DISCUSSED DISCUSSED AND MOTION(S) APPROVED Whatcom County Page 1 Printed on 4/28/2025 COUNTY COURTHOUSE �4G0 M Cop 311 Grand Avenue, Suite #105 �'1'� Bellingham, WA 98225-4038_ (360) 778-5010 11�71�lsp f, N jGi+ MEMORANDUM TO: WHATCOM COUNTY COUNCIL FROM: CATHY HALKA, CLERK OF THE COUNCIL DATE: SEPTEMBER 23, 2024 RE: COUNCIL MEETING LOGISTICS DISCUSSION (AB2024-510) CLERK OF THE COUNCIL Cathy Halka, AICP, CIVIC During Council discussion on A132024-420, an ordinance to make all council committees 7 members (instead of 3), councilmembers asked about other meeting logistics changes to achieve their goals. A discussion of councilmember goals was held on August 15, 2024 (AB2024-510), including the following: - Be more efficient - Have more meeting time to consider complicated issues - Create avenues for councilmembers to work collaboratively - More regular discussion opportunities - More scrutiny on what goes on an agenda - Edit agendas before they are published to make sure there is enough time to deal with issues - Have a single vote during the day on things that are not controversial - Vote once instead of repeating votes (in day and then again at night) - Find efficiencies with presentations Note: some of the aforementioned goals may conflict with each other) In consideration of the aforementioned goals, the following ideas are offered as a starting place for Council consideration: 1. 7-member Committees o For all committees OR only select committees o Reduces quorum issues, allows for collaboration outside of a public meeting o Could increase number of times an item is discussed. 7-member committees make a recommendation to the Council (of 7) 2. Final action in 1 or more committee/s, e.g. Finance and Administrative Services Committee o If 7-member committee, final action in committee could work o Public notice of final action to be taken in committee o RCW requires public comment at all meetings where final action is taken. Note: public comment could extend time needed for committee. o Ordinance to establish final action in committee o May shorten evening meeting time 3. Add 6 Committee of the Whole meetings o Held alongside 6 scheduled Health Board meetings o Provides additional council discussion time o Schedule may be 9-10am Committee of the Whole before a 10am-12pm Health Board meeting o 1-hour Committee of the Whole could accommodate 2-3 presentations/discussions 4. Reduce the number of committees (from 5 to fewer) o Whatcom County Code 2.02.075 specifies 5 standing committees. A code change by ordinance or a council motion to refer all items from one committee to another may be appropriate. o Fewer committees could make it difficult for presenters to accurately estimate time to show up for committee agenda items and for members of the public to watch a specific agenda item 5. Eliminate Water Work Session meetings and move agenda items to Climate Action and Natural Resources Committee or Public Works and Health as appropriate o Consolidates 10 Water Work Session meetings into the Council's regular meeting schedule o Holds important topic items on a regular and more prominent Council meeting day 6. Follow intended path of ordinance. o Path of ordinance is to introduce, then 2-weeks later discussion in committee and action in Council on same day. After substantive changes item may need to be re -introduced at a subsequent meeting o Reduces extra discussions in committee for ordinances o Provides predictability for staff and the public of when an ordinance will be considered o Public hearing items are introduced, then 2 weeks later the hearing and Council action take place in Council on the same day 7. Time limits on councilmember updates, e.g. 3 minutes each o More efficient with evening meeting time 8. Time limits on presentations and reports o Limit all presentation times to 20 minutes or less o Exceptions approved by the Clerk/Chair o Hold all CM questions till the end of the presentation 9. Agenda review/approval by Committee Chair o Limit presentation time o Remove items to achieve desired committee time