Contract 2023-014A2023 014A
G RAYROBI NSON
Chris Carmody I Chris.Carmody@gray-robinson.com I D 407.204.3182
301 East Pine Street, Suite 1400, Orlando, Florida 32801 1 T 407.843.8880 1 F 407.244.5690
January 20, 2023
VIA EMAIL
Brian Bulthuis, City Manager
City of Clermont
685 W. Montrose Street
Clermont, FL 34711
Re: Engagement Letter
Dear Brian:
Thank you very much for your continued interest in GrayRobinson, P.A. ("GrayRobinson" or "the Firm"). We
appreciate the opportunity to continue to provide governmental consulting services to City of Clermont ("The City" or
"you"). The Firm is committed to providing the highest level of service in furtherance of your goals. This letter will, for
purposes of keeping our records up to date with the State of Florida, confirm that The City has engaged GrayRobinson
on an annual retainer, paid quarterly, will further describe the terms under which that representation will occur, disclose
the Firm's reporting responsibilities under the law, and summarize the nature of government consulting services as
compared to legal services.
Firm Contacts for Your Representation
You have asked that we represent The City before the State of Florida on issues related to the executive and legislative
branches of government. Statewide Government Lobbying Services. The entire team of GrayRobinson's lobbyists will
be available to advance your interests. However, in order to ensure that your needs are efficiently and fully addressed, I
will be the primary contact for this representation. If I should ever be unavailable, I would encourage you to contact
Robert F. Stuart, Jr., who will serve as secondary contact for this representation.
Fees, Cost and Terms
In exchange for these services, The City has agreed to pay the Firm $40,000 per year beginning with an initial payment
of $10,000 on April 1, 2023, and on the first day of each quarter thereafter. All payments should be remitted to 301
East Pine Street #1400, Orlando, FL 32801 or via ACH transfer or other electronic transfer upon receipt of invoice.
Documented, out-of-pocket costs directly attributable to the performance of this work will be billed in addition to the
monthly retainer, and these costs may include travel and other expenses incurred on The City's behalf. Both The City
and the Firm have the right to terminate this contract with or without cause with thirty (30) days' notice given.
Lobbyist Registration
Florida law requires that GrayRobinson's lobbyists must register with the state prior to engaging in lobbying activity.
Lobbyist registrations are effective when they are received by the state, and lobbying may not occur prior to proper
registration. The registration and fee cycle is a calendar year beginning January 1 and ending December 31. Therefore,
The City consents for the firm's lobbyists to register to represent The City, and The City agrees to reimburse the Firm
for the cost of lobbyist registrations.
Lobbyist registration fees are:
Boca Raton I Fort Lauderdale I Fort Myers I Gainesville I Jacksonville I Key West I Lakeland
Melbourne I Miami I Naples I Orlando I Tallahassee I Tampa I Washington, D.C. I West Palm Beach
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• Legislature: $20 for each person from the point of registration until December 31; then renewed in January
each calendar year thereafter.
• Executive: $25 for each person from the point of registration until December 31; then renewed in January each
calendar year thereafter.
Lobbyist registration forms will be sent following the execution of this agreement. By signing below, you agree to
complete and return the registration authorization, which are necessary to our representation of The City during the term
of this contract or after its termination should reporting periods overlap. The Firm cannot commence representation until
the registration authorizations are properly filed with the state.
Similarly, local governments, before which we may need to appear on your behalf, may also have their own lobbying
registration and/or reporting requirements. GrayRobinson will comply with any such jurisdictional ordinances or
policies, and will not commence any representation in those jurisdictions until all necessary disclosures or authorizations
are filed. You agree to facilitate any required registrations with appropriate paperwork, documentation, and payment of
costs associated with such compliance.
Compensation Reporting
Florida law requires that the fees and costs invoiced by Gray Robinson for lobbying services are reportable to the state
on a quarterly basis to both the Florida Legislature and the Florida Commission on Ethics. Therefore, The City consents
to the quarterly disclosure of compensation paid or owed to GrayRobinson for lobbying activity as required by Chapter
2005-359, Laws of Florida. Such consent is granted so that GrayRobinson may file the specified quarterly reports,
disclosing only the information required by Chapter 2005-359, Laws of Florida, and shall remain in effect as long as any
GrayRobinson lawyer or non -lawyer lobbyist serves as the client's registered representative before the Legislature and
any executive branch agency.
Unless you direct otherwise, the Firm will attribute and report 50% of our fees and reimbursements as legislative branch
lobbying fees, and 50% of our fees and reimbursements as executive branch lobbying fees, subject to periodic adjustment
by us to reflect our best professional judgment regarding allocation of our efforts associated with this representation.
Client Review
I am happy to answer any questions you may have regarding this engagement agreement. Likewise, you have the right
to have this agreement reviewed by an outside party or other professional prior to signing. You understand that the Firm
is not engaged until the signed original engagement agreement is returned to us, including any requested advance
Retainer.
Confidentiality
In order to ensure the candor and trust in our relationship that forms the basis of effective representation, it is the policy
of the Firm to keep strictly confidential all information about your interests and strategies. Because information is our
stock in trade and because advancing your interests may depend on it, we ask that you also keep confidential any
information we may share with you regarding political strategy, insight, information, or analysis.
Distinguishing Between Lobbying and Leaal Services: Conflicts
GrayRobinson offers not only legal services but also lobbying services. The Florida Bar treats legal services differently
than non -legal services, which includes lobbying and consulting. It is important to understand the distinction between
those services relative to conflicts, and the scope of this representation. This lobbyist engagement does not create an
attorney/client relationship between you and our firm. If legal services are required by The City, we will enter into a
separate engagement.
Both lobbyists and lawyers must avoid conflict of interest. Lawyers may not accept a legal client adverse to another legal
client in a legal matter, and our lobbyists will decline to accept a lobbying client involved in legal action against an
existing legal or lobbying client of the Firm. However, legal services and lobbying are separate and distinct services for
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the purposes of evaluating conflicts, and, because lobbying frequently involves advocating for potential changes to
existing law within the legislative branch or application of the law by the executive branch, the positions advanced on
behalf of lobbying clients may or may not differ from legal positions taken on behalf of clients in judicial proceedings.
In some instances, lobbying clients may not have a legal conflict, but they may be marketplace competitors or they may
take inconsistent positions on one or more lobbying issues. We will bring any such situations to your attention
immediately upon discovery and we likewise ask you to contact us immediately if you have similar concerns at any time.
Whenever conditions merit, we will implement and maintain an "ethics wall" to maintain complete separation of
information, strategy, and personnel associated with the affected lobbying clients.
Under the scope of representation outlined above we know of no lobbying conflicts with our current lobbying clients,
and we have discussed our plan for protecting your interest from marketplace competitors via an ethics wall. If you ever
have a concern about a perceived or potential conflict, or any other issue we ask that you alert us immediately so we can
address it in a mutually acceptable fashion. We will do the same.
I believe the above reflects our understanding. If it does, please sign this agreement and return it to me. If not already
completed, electronic lobbyist registration forms will be sent separately from the respective entities for 2023. I appreciate
your attention to this matter and look forward to working with you. Please never hesitate to contact me if we can assist
you in any way.
Sincerely,
Chris Carmody
For: City of Clermont Date
Brian Bulthuis, City Manager
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