Conflict Waiver
B OCA R ATON
301 S OUTH B RONOUGH S TREET
F ORT L AUDERDALE
S UITE 600
F ORT M YERS
P OST O FFICE B OX 11189 (32302-3189)
G AINESVILLE
T ALLAHASSEE, F LORIDA 32301
J ACKSONVILLE
TEL 850-577-9090
FAX 850-577-3311
K EY W EST
Dean Cannon
gray-robinson.com
L AKELAND
President and CEO
M ELBOURNE
Dean.Cannon@Gray-Robinson.com
M IAMI
N APLES
O RLANDO
T ALLAHASSEE
T AMPA
April 22, 2022
W ASHINGTON, DC
W EST P ALM B EACH
Robert Shillinger
Monroe County Attorney
1111 12th St.
Suite 408
Key West, FL 33040
Reference: conflict waiver
Dear Bob:
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.
Gray Robinson P.A. Robinson) currently provides ongoing legal representation to the
County in connection with ROGO litigation. Gray Robinson also serves as underwriter's counsel
to BofA Securities, Inc. Gray Robinson understands that BOA has been selected as the
senior manager of an underwriting syndicate comprised of BOA and PNC Bank, National
Association ("PNC") for the Concourse A and Terminal Improvements program at Key West
International Airport. Gray Robinson anticipates that it will act as underwriter's counsel on behalf
of BOA in connection with the County's issuance of municipal bonds (the "Bond Transaction") and that
county staff, the bond counsel, disclosure counsel, financial consultant and the County
Attorneys Office will be providing services to the county in connection with the Bond Transaction.
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 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 BOA in
connection with the Bond Transaction without the consent of BOA and the County. Accordingly,
we request that the County waive any conflict of interest arising from our representation of BOA
in connection with the Bond Transaction.
G RAY R OBINSON
P ROFESSIONAL A SSOCIATION
Page 2
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 BOA with respect to (i)
any dispute, claim, or litigation against the County or any of its affiliates, or (ii) any proceeding in
which BOA has an adverse interest to the County or any of its affiliates.
We will advise BOA 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
Best regards,
Dean Cannon
RDC/ldm
Accepted this 22nd day of April, 2022.
MONROE COUNTY, FLORIDA
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By:_____________________________
Name: Robert B. Shillinger, Jr.
Title: County Attorney