Waiver of Conflict 03/13/20133
i
AMY HEA VILIN, CP
CLERK OF THE CIRCUIT COURT
DA TE: Alarch 21, 2013
TO: Bob Shillinger
County Attorney
ATTN: Kathy Peters
FROM: Pamela G. Hanc(D.C.
At the March 20, 2013, Board of County Commissioner's meeting the Board granted
approval and authorized execution of the following:
Item 03 Nabors, Giblin & Nickerson (NGN) Waiver of Conflict letter for purposes of
routine bond audit representation. Enclosed are two duplicate originals for your handling.
Item 04 Contract for legal services with Thomas G. Pelham retroactive to March 14, 2013.
Enclosed is a copy.for your handling.
Should you have any questions, please feel free to contact our office.
cc: Finance
File✓
TAMPA
FORT MYERS
Suite 1060
Building 83, Suite 2
2502 Rocky Point Drive
Nabors
12731 World Plaza Lane
Tampa, Florida 33607
Fort Myers, Florida 33907
(813) 281-2222 Tel
(239) 288-4027 Tel
(813) 281-0129 Fax
Giblin&
(239) 288-4057 Fax
FORT LAUDE DALEScree
T
208 S.E. Sixth Street
Nickerson P.A.
Suite 2SSEE
Suite 200
Fort Lauderdale, Florida 33301
1500 Mahan Drive
(954) 525-8000 Tel
r I l K N h_ 'r '• A I I A W
Tallahassee, Florida 32308
(954) 525-8331 Fax
(850) 224-4070 Tel
(850) 224-4073 Fax
March 13, 2013
George Neugent, Mayor
Monroe County, Florida
P.O. Box 1980
Key West, Florida 33040
Dear Mayor Neugent:
In connection with the examination (the "Examination") by the Internal Revenue
Service (the "IRS") of the Monroe County, Florida Airport Variable Rate Revenue Bonds
(Key West International Airport), Series 2006 (the "Bonds"), Monroe County (the
"County") executed a Form 2848, Power of Attorney and Declaration of Representative
to authorize Nabors, Giblin & Nickerson, P.A. (the "Firm") to discuss the Examination of
the Bonds with the IRS and to respond to various inquiries by the IRS. In connection
with such Examination, the IRS has requested that we obtain a conflict waiver from the
County. The Examination was initiated by the IRS on a random basis and the IRS
indicated they have no reason to believe the Bonds fail to comply with the applicable tax
requirements.
The purpose of this letter is to obtain the consent of the County to the Firm's
representation of the County in connection with the Examination and the waiver of any
possible conflicts which result from our accepting this engagement and with respect to
other current or future engagements which are unrelated to the subject of the
Examination.
With your consent, evidenced by this letter, we will represent the County before
the IRS in connection with the Examination. The County recognizes that the purpose of
the Examination is for the IRS to review and determine whether interest paid on the
Bonds is properly excludable from gross income for federal income tax purposes.
Because the Firm, as bond counsel with respect to the Bonds, rendered an opinion on the
date of execution and delivery of the Bonds that, subject to certain conditions and
limitations, interest on the Bonds would be excludable from gross income for federal
income tax purposes, it is possible that, during the course of the Examination, the
George Neugent, Mayor
March 13, 2013
Page 2
interests of the County and the Firm will become adverse (e.g., if the IRS challenges a
legal theory forming the basis of our original bond counsel opinion) so as to create a
conflict of interest between the County and the Firm. The County acknowledges and
understands this to be the case and, notwithstanding this, authorizes the Firm to proceed
to represent the County in connection with the Examination. Nonetheless, the County
recognizes that it retains the right, at any time during the course of the Examination, (i) to
engage additional counsel for the purpose of advising the County as to matters pertaining
to the Examination, or (ii) to terminate our representation of the County with respect to
the Examination. The Firm shall immediately inform the County if any such conflict
arises.
I have signed three signed originals of this letter and ask that you sign and return
two to me (one for our records and one to forward to the IRS).
Sincerely yours,
Steven E. Miller, Esq.
Agreed:
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