Item Q9 Q.9
Coty f � ,�� ,' BOARD OF COUNTY COMMISSIONERS
�� Mayor David Rice,District 4
The Florida Keys � Mayor Pro Tem Craig Cates,District I
y Michelle Coldiron,District 2
James K.Scholl,District 3
Ij Holly Merrill Raschein,District 5
County Commission Meeting
August 17, 2022
Agenda Item Number: Q.9
Agenda Item Summary #10941
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, National Association (PNC) for purposes of
representing PNC in connection with Florida Grant Anticipation Note, Series 2022 and authority for
the County Attorney or his designee to sign the conflict waiver letter.
ITEM BACKGROUND: Pursuant to an RFP that was issued March 23, 2021, PNC Bank, National
Association (PNC) was awarded a contract for a revolving line of credit in the amount of$10 million
to provide interim financing at the Airport for the design/build phase of the Concourse A Expansion
("Project"). County staff intends to also recommend that PNC be the lender to provide a Florida
Grant Anticipation Note, Series 2022 (Tax-Exempt Convertible Draw-Down Line of Credit for Key
West International Airport) (the "Note") in order to replace grant funding on the Project that has
unexpectedly been denied.
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 is currently
the County's Disclosure Counsel in connection with certain publicly offered bonds including the
proposed issuance of the County's Airport Revenue Bonds (Key West International Airport, Series
2022). BMO also 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. 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 July 27, 2022, 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 Note will be materially affected by its role as disclosure counsel in connection
with the 2003 and 2007 series infrastructure surtax bonds or with the Airport Revenue Bonds (Key
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Q.9
West International Airport, Series 2022, in the event that PNC is approved as the lender in
connection with the Note.
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. On May 19, 2021 approved a
similar 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.
CONTRACT/AGREEMENT CHANGES:
N/A
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
BMO Conflct Waiver letter- July 27 2022
FINANCIAL IMPACT:
Effective Date: Upon approval
Expiration Date: Upon completion of the Project
Total Dollar Value of Contract: N/A
Total Cost to County: N/A
Current Year Portion: N/A
Budgeted: N/A
Source of Funds: N/A
CPI: N/A
Indirect Costs: N/A
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: N/A If yes, amount:
Grant: N/A
County Match: N/A
Insurance Required: NO
Additional Details:
None
REVIEWED BY:
Bob Shillinger Completed 07/29/2022 5:02 PM
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Q.9
Purchasing Completed 07/29/2022 5:03 PM
Budget and Finance Completed 08/01/2022 10:43 AM
Lindsey Ballard Completed 08/01/2022 12:14 PM
Board of County Commissioners Pending 08/17/2022 9:00 AM
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Q.9.a
Bryant
s at Law
Attorneys y
Ol8 One Tampa City Center
ive Suite 2700
Tampa, FL 33602
Tel 813.273.6677
Fax 813.223.2705
July 27, 2022
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Monroe County, Florida
1111 12th Street #408
Key West, Florida 33040 2
Attention: Pedro Mercado, Esq., Assistant County Attorney
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Re: Waiver of Potential Conflict of Interest under Applicable Florida Bar Rules
- Monroe County, Florida Grant Anticipation Note, Series 2022 (Tax-
Exempt Convertible Draw-Down Line of Credit for Key West
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International Airport) (the "Note") 0
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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 including the
proposed issuance of the County's Airport Revenue Bonds (Key West International
Airport, Series 2022 (AMT) (the "Bonds"). While the Note and the Bonds are part of a
common plan of finance for improvements at the Airport, but BMO has not been
engaged by the County to represent the County in any capacity with regard to the Note.
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We understand that PNC Bank, National Association ("PNC") has been staff
recommended by the County as the sole lender for the Note, pending approval by the 00
Board of County Commissioners. 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 Note.
We anticipate that any negotiations regarding the terms of the Note will be
negotiated on behalf of the County by the County's staff, Bond Counsel, Financial
Atlanta . Jacksonville . Miami . Orlando . Tallahassee . Tampa . Washington, DC
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Q.9.a
Pedro Mercado, Esq.
July 27, 2022
Page 2
Advisor, and your office. Further, we understand that the County's Bond Counsel will
be preparing the financing documents related to the Note.
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 E
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 the representation .2
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will not adversely affect the lawyer's responsibilities to and relationship with the other 0
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client, and (ii) each client consents after consultation. We do not believe that our L-
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representation of either party in the subject transactions will adversely affect our
responsibilities to and relationship with the other client.
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We are unable to undertake representation of PNC in connection with the Note
without the consent of PNC and the County. Accordingly, we request that the County
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waive any conflict of interest arising from our representation of PNC in connection with
the Note.
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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 21
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.
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Q.9.a
Pedro Mercado, Esq.
July 27, 2022
Page 3
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.
6Aw V i0mr, .2
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Duane D. Draper 0
Shareholder of Bryant Miller Olive P.A.
Accepted this day of 2022.
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MONROE COUNTY, FLORIDA
By:
Name:
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Title:
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