Item U10 I�`�
County of Monroe
�y,4 ' '�, "tr, BOARD OF COUNTY COMMISSIONERS
County �a� Mayor Michelle Coldiron,District 2
�1 nff `_ll Mayor Pro Tem David Rice,District 4
-Ile Florida.Keys Craig Cates,District 1
Eddie Martinez,District 3
w Mike Forster,District 5
County Commission Meeting
May 19, 2021
Agenda Item Number: U.10
Agenda Item Summary #8275
BULK ITEM: Yes DEPARTMENT: County Attorney's Office
TIME APPROXIMATE: STAFF CONTACT: Pedro Mercado (305) 292-3470
No
AGENDA ITEM WORDING: Approval of conflict waiver from the law firm of Bryant Miller
Olive (BMO), to allow BMO to represent PNC Bank for purpose of negotiating a $10 million Line
of Credit with the County if PNC is selected as the lender; and authority for the County Attorney or
his designee to sign the conflict waiver letter.
ITEM BACKGROUND: On October 21, 2020, the Monroe County Board of County
Commissioners (BOCC) gave approval to advertise a Request for Proposal (RFP) for a Revolving
Line of Credit in the amount of$10 million. The line of credit will provide interim financing at the
Airport as it begins the design/build phase of the Concourse A Expansion ("Project").
The RFP was issued March 23, 2021. Four proposals were received, one of which came from PNC
Bank, National Association (PNC). Upon review of the proposals PNC has been deemed to be the
most responsive/responsible bidder and staff will be placing an item on the June 16, 2021 BOCC
agenda seeking approval to award the contract for the revolving line of credit to PNC.
The County has been advised that PNC will be represented in negotiations by the law firm of Bryant
Miller Olive (BMO). BMO has previously represented the County as its disclosure counsel in
connection with the issuance of the 2003 and 2007 series infrastructure surtax bonds and provides
ongoing legal representation to the County as Disclosure Counsel in connection with certain publicly
offered bonds. 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. Florida Bar rules prevent an attorney from representing one client in a matter adverse to
another client. However, the attorney may represent both clients if the attorney believes that
representation of one client will not adversely represent the responsibilities to the other client, and if
both clients consent in writing.
Via a letter dated May 14, 2021, BMO has requested a waiver of the conflict. Staff does not believe
that BMO's exercise of independent professional judgment in its role as counsel for PNC in
connection with the current Line of Credit will be materially affected by its role as disclosure
counsel in connection with the 2003 and 2007 bonds, in the event that PNC is selected as the lender
in connection with the current Line of Credit.
PREVIOUS RELEVANT BOCC ACTION: On September 8, 2014, the BOCC approved a similar
request for conflict waiver for BMO, in connection with its representation of PNC as the lender on a
$32 million loan and $16 million line of credit. On 1/17/2018 approved a similar request for conflict
waiver from the law firm of Bryant Miller Olive (BMO), to allow BMO to represent PNC Bank for
purpose of negotiating a $40 million Line of Credit with the County.
CONTRACT/AGREEMENT CHANGES:
N/A
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
Bryant, Miller, Olive - Conflict waiver letter to Pedro Mercado May 14, 2021
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:
None
REVIEWED BY:
Bob Shillinger Completed 05/14/2021 5:05 PM
Budget and Finance Completed 05/14/2021 5:32 PM
Maria Slavik Completed 05/16/2021 5:01 PM
Liz Yongue Completed 05/17/2021 10:19 AM
Board of County Commissioners Pending 05/19/2021 9:00 AM
Bryant
Miller Attorneys at Law
One Tampa City Center
Suite 2700
Olive Tampa, FL 33602
Tel 813.273.6677
Fax 813.223.2705
May 14, 2021
Monroe County, Florida
1111 12th Street, Suite 408
Key West, Florida 33040
Attention: Pedro J. Mercado, 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 Mr. Mercado:
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 governmental 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
Pedro J. Mercado, Esq.,
May 14, 2021
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.
Aar 0 on4K
Duane D. Draper
Shareholder of Bryant Miller Olive P.A.
Accepted this day of May, 2021.
MONROE COUNTY, FLORIDA
By:
Name: Robert B. Shillinger,Jr.
Title: County Attorney