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6. 08/17/2022 LOC KWIA Bryant s at Law Attorneys y Ol0 One Tampa City Center ive Suite 2700 Tampa, FL 33602 Tel 813.273.6677 Fax 813.223.2705 July 27, 2022 Monroe County, Florida 1111 12th Street #408 Key West, Florida 33040 Attention: Pedro Mercado, Esq., Assistant County Attorney 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 International Airport) (the "Note") 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. 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 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 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 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 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 transactions will adversely affect our responsibilities to and relationship with the other client. 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 waive any conflict of interest arising from our representation of PNC in connection with the Note. 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. 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 jOn4r, Duane D. Draper Shareholder of Bryant Miller Olive P.A. Accepted this 17th day of August 2022. MONROE COUNTY, FLORIDA 9r�11-dev�o�,re.=h��� r Robert B. Shillinger e=m°9; 9°b-m-r-oC yff.g,-US By: o- 1815355104aa Name: Robert Shillinger Title: County Attorney