4. 09/16/2020 Loan Bryant
Miller Attorneys at Law
Olive o„e,Tmpa Clr,center
Tampa, 19. i5612
Tel RI 3.273.6677
Fa‘ 81 3.22i no;
September 1, 2020
Monroe County, Florida
111112th 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. Furthermore, BMO serves the County from time to time as P3
Counsel and Special Counsel on workforce housing and other legal matters.
We understand that Twist Bank ("Truist") 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 Truist in connection with certain financing transactions to
other governmental and private borrowers. BMO has also been asked by Truist 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
Atlanta . Jacksonville Miami . Orlando . Tallahassee . Tampa . Washington, DC
Cynthia L. Hall, Esq.
September 1, 2020
Page 2
representation of that client will be directly adverse to the interests of another client, unless: (i)
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 Truist in connection with the Loan
Agreement without the consent of Truist and the County. Accordingly, we request that the
County waive any conflict of interest arising from our representation of Truist 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 Truist
with respect to (i) any dispute, claim, or litigation against the County or any of its affiliates, or
(ii) any proceeding in which Truist has an adverse interest to the County or any of its affiliates.
We will advise Truist 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.
Duane D. Draper
Shareholder of Bryant Miller Olive P.A.
Accepted this / day of September, 2020.
MONROE COUNTY, FLORIDA
Name: 12obert . Shilli r,Jr.
Title: County Attorney