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3. 07/01/2019 Loan Bryant ...... ..............................-—.... ........... Attorneys at Law 00 One Ol Tampa City Center ive Suite 2700 Tampa, FL 33602 Tel 813.273.6677 Fax 813.223.2705 July 1,2019 Monroe County,Florida 1111 12th Street,Suite 408 Key West,Florida 33040 Attention:Cynthia L.Hall,Esq.,Assistant County Attorney Re: Waiver of Potential Conflict of Interest under Applicable Florida Bar Rules — Monroe County;Florida Loan Agreement(the"Loan Agreement") Dear Ms.Hall: 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 Loan Agreement. We understand that PNC Bank, National Association ("PNC") may be selected by the County as the sole lender for the Loan Agreement, BMO has provided and is currently providing legal representation as lender's counsel to PNC in connection with certain financing transactions to other govern-mental and private borrowers. BMO has also been asked by PNC to represent it as lender in connection with the Loan Agreement. We anticipate that any negotiations regarding the terms of the Loan Agreement 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) Atlanta Jacksonville , Miami . Orlando , Tallahassee . Tampa . Washington,DC Cynthia L.Hall, Esq., July 1,2019 Page 2 the lawyer reasonably believes them representation will not adversely affect the lawyer's 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 Loan Agreement 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 Loan Agreement. 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. 4 ,A A 4W kl VXA�k— Duane D.Draper Shareholder of Bryant Miller Olive P.A. Accepted this day of July,2019. MONROE COUNTY,FLORIDA By: .12 Na6ie: Robert 4B.Shi i e ,Jr. Title: County Attorney"