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Waiver of Conflict 10/31/2014TAMPA Suite 1060, 2502 Rocky Point Drive Tampa, Florida 33607 (813) 281 -2222 Tel (813) 281 -0129 Fax FORTLAUDERDALE 110 East Broward Boulevard Suite 1700 Fort Lauderdale, Florida 33301 (954) 315 -3852 Tel Nabors Giblin ickersonP.A. N A T T O R N E Y S AT LAW FORT MYERS 12731 World Plaza Lane Building 83, Suite 2 Fort Myers, Florida 33907 (239) 288 -4027 Tel (239) 288 -4057 Fax TALLAHASSEE Suite 200, 1500 Mahan Drive Tallahassee, Florida 32308 (850) 224 -4070 Tel (850) 224 -4073 Fax October 31, 2014 Bob Shillinger, Esq. County Attorney VIA ELECTRONIC MAIL RECEIVED DEC M 3 2014 Monroe County Attorney's Office WOM OOUNTY ATTORNEY 1111 12th Street, Suite 408 Key West, FL 33040Pau1 Christian Re: Key Largo Wastewater Treatment Interlocal Agreement with Monroe County, Florida Dear Bob: We understand that an interlocal agreement between the Key Largo Wastewater Treatment District (the "District ") and Monroe County (the "County") is being negotiated in connection with the allocation of state grant funds from the District to the County in exchange for the County agreeing to pay certain sums to the District over time (the " Interlocal Agreement "). Nabors, Giblin & Nickerson, P.A. ( "NG &N ") currently serves as bond counsel to the District and the County. NG &N, with Chris Traber as lead counsel, has been requested to assist the District as its bond counsel for this transaction. The duties associated with that role are outlined in the attached letter to Paul Christian as General Manager to the District. With respect to our role as bond counsel to the County, our services include any necessary bond counsel services in accordance with our existing contract with the County including, but not limited to, reviewing/commenting on drafts of the interlocal agreement, preparation of any related resolutions or ordinances and attendance at any meeting they are considered for approval by the County, research relating to any issues that may arise, assistance with any validation proceedings, preparation of any other all documents, review /commenting on all financing documents prepared by other members of the working group, preparation of any necessary closing documents and attendance at the closing at which all documents are executed, and preparation and distribution of final transcripts to the entire working group. The Florida Bar Rules of Professional Conduct state that the firm may not knowingly represent a person in the same or a substantially related matter in which that lawyer (or a firm with which the lawyer was associated), represents a client whose interests are directly adverse to another client. However, the Rules do allow such representation if certain conditions specified in the Rules Bob Shillinger, Esq. County Attorney October 31, 2014 Page 2 are satisfied and each affected client gives informed consent, confirmed in writing. We reasonably believe that NG &N will be able to provide competent and diligent representation to the County and the District with respect to this matter. I have attached relevant provisions of the Rules of Professional Conduct in the event you wish to review them. We also note that in validating the proposed Interlocal Agreement, NG &N likely will be representing both the County and the District. Because the County and the District each desire to obtain a successful validation, we are not aware of any unique risks in connection with such a dual representation. Both the County and the District should enjoy reduced costs and a more efficient effort with NG &N jointly representing them in the validation. The purpose of this letter is to confirm (1) that we may represent the County as bond counsel in the manner described above, and (2) that the County has agreed to waive any conflict of interest arising out of, and that the County will not object to, our representation of the District as described herein and the attached letter to the District. If you need to edit the terms of this letter, or wish to discuss any related issues, please contact me at your earliest convenience. Once you are satisfied with this conflict waiver, please sign and return the enclosed copy of this letter. We look forward to working with the County on this matter. NABORS, GIBLIN & NICKERSON, P.A. Y• Steven E. Miller, Shareholder Accepted and Approved: MONROE COUNTY ATTORNEY'S OFFICE By: Name: 71z. Title: Date: ` Rule 4 -1.7 of the Rules Regulating the Florida Bar (a) Representing Adverse Interests. Except as provided in subdivision (b), a lawyer shall not represent a client if: (1) the representation of 1 client will be directly adverse to another client; or (2) there is a substantial risk that the representation of 1 or more clients will be materially limited by the lawyer's responsibilities to another client, a former client or a third person or by a personal interest of the lawyer. (b) Notwithstanding the existence of a conflict of interest under subdivision (a), a lawyer may represent a client if: (1) the lawyer reasonably believes that the lawyer will be able to provide competent and diligent representation to each affected client; (2) the representation is not prohibited by law; (3) the representation does not involve the assertion of a position adverse to another client when the lawyer represents both clients in the same proceeding before a tribunal; and (4) each affected client gives informed consent, confirmed in writing or clearly stated on the record at a hearing. Rule 4- 1.10(d) of the Rules Regulating the Florida Bar (d) Waiver of Conflict. A disqualification prescribed by this rule may be waived by the affected client under the conditions stated in rule 4 -1.7. TAMPA Suite 1060, 2502 Rocky Point Drive Tampa, Florida 33607 (813) 281 -2222 Tel (813) 281 -0129 Fax FORT LAUDERDALE 110 East Broward Boulevard Suite 1700 Fort Lauderdale, Florida 33301 (954) 315 -3852 Tel Nabors GI*blin& • pp y� N�c ersonP.A A T T O R N E Y S AT LAW October 31, 2014 Paul Christian General Manager VIA ELECTRONIC MAIL Key Largo Wastewater Treatment District 98880 Overseas Highway Key Largo, Florida 33037 FORT MYERS 12731 World Plaza Lane Building 83, Suite 2 Fort Myers, Florida 33907 (239) 288 -4027 Tel (239) 288 -4057 Fax TALLAHASSEE Suite 200, 1500 Mahan Drive Tallahassee, Florida 32308 (850) 224 -4070 Tel (850) 224 -4073 Fax Re: Key Largo Wastewater Treatment Interlocal Agreement with Monroe County, Florida Dear Paul: We are providing this letter to confirm our role and responsibilities in connection with the above - referenced interlocal agreement between the Key Largo Wastewater Treatment District (the "District ") and Monroe County (the "County ") relating to the allocation of state grant funds from the District to the County in exchange for the County agreeing to pay certain sums to the District over time (the " Interlocal Agreement "). Nabors, Giblin & Nickerson, P.A. ( "NG &N ") currently serves as bond counsel to the District and the County and you have requested NG &N to assist the District as its bond counsel for this transaction. Such services include consultation with District staff, participating in conference calls or meetings upon request, identifying potential issues, reviewing drafts of documents prepared by counsel to the District and the County, advising the District as to existing District bond document requirements, any necessary research regarding same, travel and attending any District meetings, if necessary and providing other legal counsel as needed and requested by the District. Since it is not possible to predict the number of hours to provide the above support services, we propose to bill on an hourly basis at the rates set forth below. However, we would not incur more than $7,500 in fees without first notifying the District in writing as to the nature of the additional time required. Shareholder $250 Associate 200 Paul Christian General Manager October 31, 2014 Page 2 In addition to the above fees, we would be reimbursed for all actual out -of- pocket expenses, including travel costs, photocopying at $0.20 per page, deliveries, long distance telephone charges, filing fees, and other necessary office disbursements. Our firm bills hourly engagements on a monthly basis and provides detail with each invoice identifying the date each service was performed, a brief description of the service performed, the employee at the firm who performed the service, the number of hours billed, the rate charged per hour, and the total fee. To the extent a formal opinion is requested during the transaction, we would discuss any additional opinion fee at that time and would only charge such additional fee with the consent of the District. As you are aware, our firm also serves as bond counsel to the County. During the course of the above transaction, the firm, with Steve Miller as lead counsel, would also act as bond counsel to the County. The duties associated with that role are outlined on the attached letter to Bob Shillinger as County Attorney to the County. The Florida Bar Rules of Professional Conduct state that the firm may not knowingly represent a person in the same or a substantially related matter in which that lawyer (or a firm with which the lawyer was associated), represents a client whose interests are directly adverse to another client. However, the Rules do allow such representation if certain conditions specific in the Rules are satisfied and each affected client gives informed consent, confirmed in writing. We reasonably believe that NG &N will be able to provide competent and diligent representation to the District and the County with respect to this matter. I have attached relevant provisions of the Rules of Professional Conduct in the event you wish to review them. We also note that in validating the proposed Interlocal Agreement, NG &N likely will be representing both the County and the District. Because the County and the District each desire to obtain a successful validation, we are not aware of any unique risks in connection with such a dual representation. Both the County and the District should enjoy reduced costs and a more efficient effort with NG &N jointly representing them in the validation. The purpose of this letter is to confirm (1) that we may represent the District as bond counsel in the manner described above, and (2) that the District has agreed to waive any conflict of interest arising out of, and that the District will not object to, our representation of the County as described herein and the attached letter to the County. If you need to edit the terms of this letter, or wish to discuss any related issues, please contact me at your earliest convenience. I have also provided a copy of this letter to Ray Giglio, as general counsel to the District so that you may seek his consultation as well. If there are additional questions Paul Christian General Manager October 31, 2014 Page 3 that the District may have, I would be happy to discuss this matter at any time. Once you and the District are satisfied, please have the District representative sign and return the enclosed copy of this letter. We look forward to working with the District on this matter. NAB®IS, GIBLIN & NI CKERS(D , P.Ao r �. 13y: Christopher M. Traber, Shareholder Accepted and Approved: KEW LARGO WASTEWATER TREATMENT DffSTRE CT B p� Name: `p L Title: Date Y cc: Ray Giglio, General Counsel