REQUEST FOR WAIVER OF POTENTIAL CONFLICT OF INTEREST BRETT R. RENTON
PARTNER
Shutts ft Bowen LLP
300 S. Orange Ave
Suite 1600
Orlando FL 32801
ILUM DIRECT (407)835-6791
EMAIL brenton@shutts.com
November 22, 2023
VIA EMAIL
City of Clearwater, Florida
c/o David Margolis, City Attorney
100 South Myrtle Avenue
Clearwater, Florida 33756
david.margolis@myclearwater.com
Re: Request for Waiver of Potential Conflict of Interest
Dear Mr. Margolis:
You have requested that Shutts & Bowen LLP ("Shutts & Bowen") represent the City of
Clearwater, Florida (the "Cilf') in connection with the negotiation and preparation of a
construction contract(the "Construction Contract")for the New City Hall located at South Myrtle
Avenue and Pierce Street,Clearwater,Florida 33756(the"Project")with Ajax Building Company,
LLC, a Florida limited liability company ("Ajax"). Shutts & Bowen currently represents Ajax in
a matter unrelated to the Construction Contract and Project, and also represents the City in a matter
unrelated to the Construction Contract. The purpose of this letter is to request the waiver of any
potential conflict(s) of interest regarding Shutts & Bowen's representation of the City in
connection with the Construction Contract and the ongoing representation of Ajax in the matter
unrelated to the Construction Contract and Project. This letter will confirm the City's consent to
such representation and the waiver by the City of any potential conflict of interest. In the event of
any actual litigation,arbitration or other adversarial proceedings between the City on one hand and
Ajax on the other, arising out of or related to the Construction Contract or the Project, Shutts &
Bowen will not be allowed to represent the City or Ajax in connection with any such litigation,
arbitration or other adversarial proceedings, and will be forced to withdraw of further
representation of the City involving the Construction Contract or the Project.
The rules regulating the Florida Bar(the "Rules"), as well as Shutts & Bowen's loyalty to
its clients, require that we provide the City an explanation of the possible conflicts of interest
resulting from our legal representation of the foregoing parties. We believe it is prudent to inform
the City fully of the terms of our representation and advise that the City seek independent counsel
on these issues.
shutts.com I FORT LAUDERDALE I JACKSONVILLE I MIAMI I ORLANDO I SARASOTA I TALLAHASSEE I TAMPA I WEST PALM BEACH
Conflict Waiver Request
City of Clearwater, Florida and Ajax Building Company, LLC
November 22, 2023
Page 2
Rule 4-1.7 of the Rules does not permit the representation of a client which will be directly
adverse to the interests of another client unless (i) a 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. Further, Rule 4-1.7 does not permit the representation
of a client if a 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 interests unless(i)the lawyer reasonably believes the representation
will not be adversely affected and (ii)the client consents after consultation.
Shutts & Bowen believes that our representation of the City in the Construction Contract
and Project will not adversely affect Shutts&Bowen's responsibilities and relationship with Ajax
or its affiliates and/or owners in other unrelated matters. And Shutts & Bowen believes that our
representation of Ajax in the other unrelated matter will not adversely affect Shutts & Bowen's
responsibilities and relationship with the City regarding the Construction Contract and Project.
Shutts & Bowen has not learned and will not share (if learned) any sensitive or proprietary
information about one party with the other parry. Moreover, Shutts & Bowen will not(a) use any
information gathered in our current or prior representation of the City to your detriment, or(b)use
any information gathered in our current or prior representation of Ajax to the detriment of Ajax.
Finally, attorneys and others within Shutts & Bowen have not disclosed and will not: (a) disclose
to Ajax any information concerning the City which is confidential or otherwise covered by the
attorney--client or work-product privileges, or (b) disclose to the City any information concerning
Ajax which is confidential or otherwise covered by the attorney—client or work-product privileges.
We advise the City to consult with independent counsel before deciding whether to proceed
on this basis. If the foregoing accurately reflects our agreement, and the City waives any conflict
of interest that may result from Shutts&Bowen's representation of any of the parties (after having
been advised of the effect and consequences of such waiver), please sign the Consent and
Acknowledgment below and return it to me via e-mail at brenton@shutts.com, with a copy to my
assistant, Terri Martin via e-mail at tmartin@shutts.com, at your earliest convenience.
Very Truly Yours,
Shutts & Bowen LLP
Brett Renton
[Consent And Acknowledgement On Following Page]
shutts.com I FORT LAUDERDALE I JACKSONVILLE I MIAMI I ORLANDO I SARASOTA I TALLAHASSEE I TAMPA I WEST PALM BEACH
Conflict Waiver Request
City of Clearwater, Florida and Ajax Building Company, LLC
November 22, 2023
Page 3
CONSENT AND ACKNOWLEDGMENT:
The undersigned hereby acknowledges receipt of the foregoing letter, consents to the
representation referred to therein and waives the potential conflict(s)of interest as described
above.
City of Clearwater, Florida
B P&X,
Y•
Print Name: D0,1,i4 a 's
Title: City Al/erne,/
Date: 2 3
ORLDOCS 21024339 157165.0001
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