Backup Documents 09/26/2017 Item #16K19 16K 9
TAMPA
2502 Rocky Point Drive
Nabors Suite 1060
Tampa,Florida 33607
TALLAHASSEE (813)281-2222 Tel
15002n Drive Gib 1 i n & (813)281-0129 Fax
Suiteite 200
Tallahassee,Florida 32308
(8 )224-4070 Tel N1 ckers o n P•A• FORT LAUDERDALE
8550 224-4073 Fax 110 East Broward Boulevard
Suite 1700
Ai TORN El Y S Ai- LAW Fort Lauderdale,Florida 33301
(954)315-3852 Tel
July 19, 2017
Via Electronic Transmission
Jeffrey A. Klatzkow, Esq.
County Attorney, Collier County, Florida
3299 Tamiami Trail East, Suite 800
Naples,Florida 34112-5749
Re: Florida Governmental Utility Authority—Transition of Golden Gate
Utility System to County Ownership
Dear Mr. Klatzkow:
Nabors, Giblin & Nickerson, P.A. ("this firm" or "NG&N"), has represented, and
currently represents, the Florida Governmental Utility Authority ("FGUA") as both utility
counsel and bond counsel. As you know, this firm also has a long history representing Collier
County (the"County") as bond counsel and in various other capacities as assigned by the County
from time to time. Currently, NG&N acts as bond counsel to the County and provides legal
services relating to governmental finance matters. In the recent past, this firm represented the
County as special utility counsel and in its integration of the Orange Tree Utility Company water
and sewer system into the County's utility systems, providing both litigation support on behalf of
the County, transactional representation, and title insurance related services. With the
conveyance of the Orange Tree Utility System to the County, NG&N's involvement in that
matter has ended. Further, NG&N is not currently providing any ongoing utility-related legal
services to the County.
In our role as utility counsel to the FGUA, we have been asked to assist the Authority in
the transition of the Golden Gate water and wastewater utility systems from FGUA ownership to
County ownership. In the firm's role as bond counsel for the FGUA, we have been asked to
review existing debt instruments and assist with satisfying any requirements relating to the
FGUA defeasing such debt or documenting the assumption of such debt by the County and
providing any required opinions. In the firm's role as bond counsel to the County, we have been
asked to analyze various financing structures for the County and to complete any bond counsel
work necessary to complete any County financing.
The Interlocal Agreement between the County and the FGUA that authorized the
FGUA's acquisition of the Golden Gate systems requires that the transition be pursuant to an
acquisition agreement between the FGUA and the County, subject to the terms and conditions of
Jeffrey A.Klatzkow, Esq.
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July 19, 2017
Page 2
the Interlocal Agreement, the Bond Indenture and other debt instruments encumbering the
systems. It will, therefore, be necessary for the FGUA and the County to negotiate a mutually
agreeable acquisition agreement that sets forth the terms and conditions under which the
transition will be accomplished, the system assets will be transferred, and setting forth the means
by which the FGUA's financial obligations with respect to the Golden Gate systems will be
assumed or terminated.
The Florida Bar Rules of Professional Conduct state that NG&N may not knowingly
represent a person in the same or a substantially related matter in which that lawyer had
previously represented a client whose interests are materially adverse to that person, and about
whom the lawyer had acquired confidential information that is material to the matter at hand.
However, such representation is allowed if each affected client gives informed consent,
confirmed in writing.
The County and the FGUA are each working toward a mutually desirable goal with
regard to the transfer of ownership of the Golden Gate water and wastewater utility assets from
the FGUA to the County pursuant to the Interlocal Agreement. We do not believe that the
transition of the Golden Gate systems from the FGUA to the County is substantially related to
any past or current representation of the County by this firm, nor do we believe that information
that the firm would have obtained in such representation is material to said transition of
ownership. However, and in an abundance of caution, this letter is intended to confirm the
agreement of the County that NG&N may represent the FGUA in connection with the transition
of the Golden Gate utility systems and the conveyance of the assets to County ownership, that
NG&N may represent the FGUA as utility counsel and as bond counsel, and if the County elects
to issue its own debt, that NG&N may represent the County, to the extent needed, in its limited
role as bond counsel. The County waives any conflict of interest or the appearance of such
conflict arising out of such representations.
If you need to edit the terms of this letter, or wish to discuss any related issues, please
contact me at your earliest convenience. Once you and the County are satisfied, please have the
Chairman sign and return a copy of this letter.
Very truly yours,
/„ `/ _
Heather J. Encinosa, Esq.
For the Firm
Collie C„�,, , Florida
z AV
Chairman, B:.r-a ofCounte Approv . ' . : • gality
Commission-rs ,,
arilla t' 0,
Jeffrey A. Kl v.' ,County Attorney
i
i
1 6 1( 1 9
Rule 4-1.7 of the Rules Regulating the Florida Bar
(a) Representing Adverse Interests. Except as provided in subdivision (b), a
lawyer shall not represent a client if:
(1) the representation of 1 client will be directly adverse to another client; or
(2) there is a substantial risk that the representation of 1 or more clients will be
materially limited by the lawyer's responsibilities to another client, a former client or a third
person or by a personal interest of the lawyer.
(b) Notwithstanding the existence of a conflict of interest under subdivision (a), a
lawyer may represent a client if:
(1) the lawyer reasonably believes that the lawyer will be able to provide competent
and diligent representation to each affected client;
(2) the representation is not prohibited by law;
(3) the representation does not involve the assertion of a position adverse to
another client when the lawyer represents both clients in the same proceeding before a
tribunal; and
(4) each affected client gives informed consent, confirmed in writing or clearly
stated on the record at a hearing.
Rule 4-1.9 of the Rules Regulating the Florida Bar
A lawyer who has formerly represented a client in a matter shall not thereafter:
(a) represent another person in the same or a substantially related matter in which
that person's interests are materially adverse to the interests of the former client unless the
former client gives informed consent; or
(b) use information relating to the representation to the disadvantage of the former
client except as these rules would permit or require with respect to a client or when the
information has become generally known; or.
(c) reveal information relating to the representation except as these rules would
permit or require with respect to a client.
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Rule 4-1.10(b) of the Rules Regulating the Florida Bar
(b) Former Clients of Newly Associated Lawyer. When a lawyer becomes
associated with a firm, the firm may not knowingly represent a person in the same or a
substantially related matter in which that lawyer, or a firm with which the lawyer was
associated, had previously represented a client whose interests are materially adverse to that
person and about whom the lawyer had acquired information protected by rules 4-1.6 and 4-
1.9(b) and (c) that is material to the matter.
Rule 4-1.10(d) of the Rules Regulating the Florida Bar
(d) Waiver of Conflict. A disqualification prescribed by this rule may be waived by
the affected client under the conditions stated in rule 4-1.7.
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Law Office of Brian Armstrong,PLLC
P.O.Box 5055
Tallahassee, Florida 32314
July 19, 2017
By e-mail
John Pelham
Pennington P.A.
215 S.Monroe Street
Second Floor
Tallahassee, FL 32301
Re: Transition of Golden Gate System from the Florida Governmental Utility Authority to Collier
County,Florida(Collier County Water-Sewer District)
Dear John:
Good morning John.It was good to talk with you yesterday and I look forward to working with you and
the folks at Nabors,Giblin&Nickerson,P.A.("NG&N")and Public Resources Management Group as well
as FGUA staff on the above-referenced transition.I understand that the FGUA board will be considering
a conflict waiver request from NGN at its board meeting tomorrow so that NGN can represent both the
FGUA and Collier County in this matter.While I am not sure that a conflict waiver is required for my firm,
as we discussed,since I now serve Collier County as its special utility counsel I am submitting this letter
to request a similar waiver due to my past affiliation with NGN and past representation of the Florida
Governmental Utility Authority("FGUA")as utility counsel.
As you know,I have been asked to assist the County in the transition of the Golden Gate System to
County ownership in the manner contemplated and provided for in the existing interlocal agreement
between the FGUA and the County as well as the FGUA's amended and restated interlocal agreement by
which it was created. As part of this transition,a transition agreement will be negotiated consistent
with past system transitions by the FGUA to other host governments.Of course,we all are aware that
this is a mutually desirable goal and both the County staff and FGUA staff already are working
assiduously toward completion of such goal.As thus described above,and given the lapse of time since I
last represented the FGUA,I believe at this time that my firm's representation of the County in this
matter is not materially adverse and a waiver may not even be needed. However,I am requesting this
potential conflict waiver from the FGUA acknowledging and making full disclosure of my role on behalf
of the County as the FGUA board will be entertaining NGN's request tomorrow.
The purpose of this letter thus is to confirm that the FGUA has agreed to waive any actual or perceived
conflict of interest arising out of,and that the FGUA will not object to,my firm's representation of the
County as described herein.
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Thank you for your assistance in this matter and please do not hesitate to contact me if you or any
member of the board have any questions.Again, I look forward to seeing you soon.
My best,
/7 t49411111101P
Brian P.Arm ongyL1110"
Law Office of Brian Armstrong, PLLC
Accepted and Approved:
FLORIDA GOVERNMENTAL UTILITY AUTHORITY
By: t /L 7---4
Name. <CEIN CNG'EK
Title:
Date: � CRO/
161< 19
Law Office of Brian Armstrong, PLLC
P.O. Box 5055
Tallahassee, Florida 32314
July 28, 2017
By electronic correspondence
Jeffrey A. Klatzkow, Esq.
County Attorney
Collier County Government Center
3299 Tamiami Trail East
Suite 800
Naples, Florida 34112
Re: Transition of Golden Gate System from the Florida Governmental Utility Authority to Collier
County, Florida (Collier County Water-Sewer District)
Dear Mr. Klatzkow:
The Florida Governmental Utility Authority("FGUA")board of directors signed the attached waiver of
conflict to my firm last week. My prior firm, Nabors,Giblin & Nickerson,serves as the FGUA's utility
counsel and I advised the FGUA in utility acquisitions while with that firm.While I am not sure that a
conflict waiver is required from Collier County for my firm's service as special utility counsel in relation
to the Golden Gate System acquisition, I am submitting this letter to request a similar waiver due to my
past affiliation with NGN and past representation of the Florida Governmental Utility Authority("FGUA")
as its utility counsel.
The County's acquisition of the Golden Gate System is contemplated in the manner provided in the
existing interlocal agreement between the FGUA and the County as well as the FGUA's amended and
restated interlocal agreement by which the FGUA was created. As part of this acquisition, a transition
agreement will be negotiated consistent with past system transitions by the FGUA to other host
governments. County staff,with my assistance,and FGUA staff already are working assiduously toward
completion of this transition in a smooth and timely manner(transition completed by 12/31/17).
The purpose of this letter thus is to inform the County that the FGUA does not object to my firm's
representation of the County as described herein and to request the County's waiver of any perceived
conflict of interest of my firm in my representation of the County in this matter.
Thank you for your assistance and please do not hesitate to contact me if you or any member of the
board have any questions.
Very truly yours
Brian P.Armstron:, Esq.
Law Office of Brian Armstrong, PLLC
1
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Accepted and Approved on behalf of the:
Board of Cou y issioners of Collier County, Florida
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Scot''each,Deputy County Attorn