Item O07 0.7
t, BOARD OF COUNTY COMMISSIONERS
County of Monroe Mayor Sylvia Murphy,District 5
The Florida Keys l'U � � Mayor Pro Tern Danny Kolhage,District 1
�pw° Michelle Coldiron,District 2
Heather Carruthers,District 3
David Rice,District 4
County Commission Meeting
July 17, 2019
Agenda Item Number: 0.7
Agenda Item Summary #5793
BULK ITEM: Yes DEPARTMENT: County Attorney's Office
TIME APPROXIMATE: STAFF CONTACT: Cynthia Hall (305) 292-3470
No
AGENDA ITEM WORDING: Approval of a request for conflict waiver from the law firm of
Bryant Miller Olive (BMO), to allow BMO to represent PNC Bank for the purpose of refinancing
the existing Line of Credit with the County; authorization for the County Attorney or his designee to
sign the conflict waiver letter.
ITEM BACKGROUND: In January 2018, the County negotiated and executed a $40 million line
of credit for hurricane expenditures with PNC Bank. The Bank was represented in the transaction by
an attorney from the law firm of Bryant Miller Oliver. The County was represented by bond counsel
Steve Miller from the firm of Nabors Giblin Nickerson, but also by the County's long-term
disclosure counsel, Duane Draper, also an attorney with BMO. BMO has also represented the
County as disclosure counsel in connection with issuance of infrastructure surtax bonds in 2003 and
2007.
Florida Bar rules prevent an attorney from representing one client in a matter adverse to another.
However, the attorney may represent both clients if the attorney believes that his representation will
not adversely affect the interests of the other, and if both clients consent in writing. BMO has
requested waiver of the conflict. Staff does not believe that BMO's exercise of its independent
judgment in connection with this transaction will be materially affected in connection with issuance
of the bonds.
PREVIOUS RELEVANT BOCC ACTION:
CONTRACT/AGREEMENT CHANGES:
N/A
STAFF RECOMMENDATION: Approval.
DOCUMENTATION:
1-waiver letter Cynthia Hall (01492133-2)
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0.7
FINANCIAL IMPACT:
Effective Date:
Expiration Date:
Total Dollar Value of Contract:
Total Cost to County:
Current Year Portion:
Budgeted:
Source of Funds:
CPI:
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: If yes, amount:
Grant:
County Match:
Insurance Required:
Additional Details:
REVIEWED BY:
Cynthia Hall Completed 07/01/2019 5:02 PM
Bob Shillinger Completed 07/01/2019 5:13 PM
Budget and Finance Skipped 07/01/2019 5:01 PM
Maria Slavik Skipped 07/01/2019 5:01 PM
Kathy Peters Completed 07/01/2019 5:15 PM
Board of County Commissioners Pending 07/17/2019 9:00 AM
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0.7.a
Bryant
s at Law
Attorneys M 1 Ile�' y
Olive
� One Tampa City Center
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") 2
0
Dear Ms. Hall:
Z
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 cm
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 governmental and private borrowers. BMO has also been asked by PNC to
represent it as lender in connection with the Loan Agreement.
Z
M
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 0
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
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0.7.a
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 E
Agreement without the consent of PNC and the County. Accordingly, we request that the
CD
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. r_
0
We will advise PNC of the matters contained herein.
Z
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.
cm
BRYANT MILLER OLIVE P.A.
Duane D. Draper
Shareholder of Bryant Miller Olive P.A.
Accepted this day of July, 2019.
Z
MONROE COUNTY, FLORIDA
By:
Name: Robert B. Shillinger,Jr.
Title: County Attorney
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