1. 09/11/2014 LOC Infrastructure Sales Surtax Bryant
]v1I 111 e r Attorneys at Law
101 North Monroe Street
ive Suite o 1 900
Tallahassee, FL 32301
Tel 850.222.8611
Fax 850.222.8969
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September 3, 2014
Monroe County, Florida
1111 12th Street #408
Key West, Florida 33040
Attention: Robert B. Shillinger, Jr., Esq., County Attorney
Re: Waiver of Potential Conflict of Interest under Applicable Florida Bar Rules -
Monroe County, Florida Infrastructure Sales Surtax Revenue Line of Credit (the
"Line of Credit ")
Dear Mr. Shillinger:
This letter is written to Monroe County, Florida (the "County ") to discuss the
applicability of and our obligation to consult with the County regarding Rule 4 -1.7 of the Rules
Regulating The Florida Bar concerning conflicts of interest. Bryant Miller Olive P.A. ( "BMO ")
provides ongoing legal representation to the County placed as Disclosure Counsel in connection
with certain publicly offered bonds but BMO has not been engaged by the County in any
capacity on the Line of Credit.
We understand that PNC Bank, National Association ( "PNC ") has been selected by the
County as the sole lender for the Line of Credit. BMO has provided and is currently providing
legal representation as lender's counsel to PNC in connection with certain financing
transactions to other governmental and private borrowers. BMO has also been asked by PNC to
represent it as lender in connection with the Line of Credit.
We anticipate that any negotiations regarding the terms of the Line of Credit will be
negotiated on behalf of the County by the County's staff, Bond Counsel, Financial Advisor, and
your office. Further, we understand that the County's Bond Counsel will be preparing the
financing documents.
Rule 4 -1.7 prohibits a lawyer from representing a client if the lawyer's exercise of
independent professional judgment in the representation of that client may be materially
limited by the lawyer's responsibilities to another client or to a third person or by the lawyer's
own interest. Rule 4 -1.7 further directs that a lawyer shall not represent a client if the
representation of that client will be directly adverse to the interests of another client, unless: (i)
the lawyer reasonably believes the representation will not adversely affect the lawyer's
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Monroe County, Florida
September 3, 2014
Page 2
responsibilities to and relationship with the other client, and (ii) each client consents after
consultation. We do not believe that our representation of either party in the subject transaction
will adversely affect our responsibilities to and relationship with the other client.
We are unable to undertake representation of PNC in connection with the Line of Credit
without the consent of PNC and the County. Accordingly, we request that the County waive
any conflict of interest arising from our representation of PNC in connection with the Line of
Credit.
We understand that the waiver granted by the County is subject to the agreement that
our firm will not (a) use any information gained in our firm's current or prior representation of
County to the detriment of the County or any of its affiliates, or (b) represent or advise PNC
with respect to (i) any dispute, claim, or litigation against the County or any of its affiliates, or
(ii) any proceeding in which PNC has an adverse interest to the County or any of its affiliates.
We will advise PNC of the matters contained herein.
This letter is being sent to you electronically (scanned .pdf file). If the foregoing is
acceptable, please sign and return a copy to me. We appreciate your consideration and very
much value the opportunity to provide our services as Disclosure Counsel to the County.
BRYANT MILLER OLIVE P.A.
Q
eorge . Smith, Jr.
Shareholder of Bryant Miller Olive P.A.
Accepted this T day of September, 2014
MONROE COUNTY, FLORIDA
Name: X R. c .
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Title: a ti ,n. j
MONR., COUNTY ATTORNEY
AP OV AS Ogyy
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NTHIA L. HALL
ASSISTANT COUNTY ATTORNEY
Date 9•- q- aOI4-