ENGAGEMENT LETTER AND AGREEMENTJOHNSTO STEWART
GOVERNM .1T STRATEGIES
ENGAGEMENT LETTER AND AGREEMENT
September 9, 2024
VIA EMAIL
City of Clearwater
Municipal Services Building
100 S. Myrtle Avenue
Clearwater, FL 33756
RE: Engagement Letter
To Whom it May Concern:
We are pleased that City of Clearwater (the "Client") has chosen to engage Johnston & Stewart
Government Strategies, LLC (the "Firm") to provide contract lobbying and related governmental
consulting services. Consistent with the rules of ethics for professional lobbyists, it is our firm's
practice to advise our clients in writing of the terms and conditions under which we undertake a
representation.
First, to protect both of us and to comply with our professional obligations, this engagement is
subject to clearance of any conflicts of interest with present or former clients of our firm. We have
performed a conflict check regarding those parties presently involved and have determined that
nc conflict exists at this time. However, in order to help us in the future, if you become aware of
additional potential adverse parties, then please provide us with the name of any such person or
entity as soon as possible. Also, if we become aware of any potential or actual conflict, we will so
advise you. Further details regarding potential conflicts of interest are described in Section "C" of
the agreement.
A. Scope of Services.
The Firm will assist the Client in connection with its efforts before the Florida Legislature and
Executive Branch and other governmental entities, agencies or departments within the State of
Fic Ida. We want to assure you that we will endeavor to serve you effectively and strive to
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represent your interests vigorously and efficiently. Accordingly, in support of achieving the
Objective, the Firm will undertake the following Scope of Services:
• Assist in development of a list of priorities, of which the firm will actively and
aggressively advocate for or against
• Identify and execute appropriate strategies through which to pursue priorities or
to prevent adverse legislation from moving forward;
• Work closely with the executive branch and legislative leadership to advance the
Client in Florida;
• Bund relationships between House and Senate leadership as well as other
legislators and the Client;
• Provide access to and facilitate meetings with key elected officials;
• Provide access to and facilitate meetings with essential executive and legislative
staff as well as executive agency staff;
• Provide access to and facilitate meetings with local elected officials and their key
staff members when necessary,
Assist in the drafting and coordinating of legislation and/or amendment
language, including local bills, if requested by the Client;
• Monitor, review and report on proposed legislation and budgetary items during
the legislative session on areas of interest, including real-time updates of
legislation, news, press releases, calendars and committee actions during
committee weeks and the legislative session;
• If aeemed appropriate, develop coalitions and/or work with opposition to
mediate workable solutions; and
• Inclusive consulting, strategy development, and recommendations for navigating
the political and governmental processes.
To advance these goals, we ask that you agree to disclose fully and accurately all pertinent facts
and keep us apprised of all developments in this matter. We also ask that you cooperate fully with
us and to be avai;able to attend such meetings as are appropriate.
Whereas, the Client expressly acknowledges that the Firm has not given, and cannot give, any
assurance of the outcome of any government affairs matters, or other matter for which the firm
is retained, nor is his contract contingent on such outcome.
B. Compensation.
The Firm will perform the Scope of Services detailed in this proposal in exchange for
compensation. Compensation for services will be paid in a monthly retainer amount of five
thousand dollars exactly ($5,000.00).
The Client agrees to tender payment of the retainer no later than the tenth day of each month,
except for the first month payment, which will be paid by the last day of that month. The monthly
retainer shall be deemed eamed upon payment. The proposed fee includes payment of all direct
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and indirect expenses reasonably anticipated from this engagement — including, without
limitation, required lobbyist registration fees, and all expenses associated with travel to and from
Tallahassee or meetings with government officials within the State of Florida.
C. Conflicts of interest.
Both the Firm and the Client recognize the importance of and public ethics when government
entities retain professional lobbying services. For that reason, the Firm will decline to represent,
advocate for, or assist any person, entity, or other client in Matters Adverse to the City. For
purposes of this agreement, "Matters Adverse to the City" include any topic that directly or
indirectly weakens, undermines, or competes with the most recent legislative agenda approved
by the Clearwater City Council.
Anvy, advocacy that erodes or reduces any aspect of the Client's statutory or home rule authority
shall always be considered a Matter Adverse to the City, regardless of whether the topic is
specifically mentioned in the City Council's most recent legislative agenda. In addition, any
advocacy that directly or indirectly creates unfunded mandates for the City of Clearwater shall
always be considered a Matter Adverse to the City.
The Client, in its sole discretion, may choose in writing to waive a conflict of interest in any
particular matter. A conflict waiver must be provided in writing by either the City Manager or City
Attorney. The Firm shall not imply or infer a waiver via silence or oral representations.
!. Term of the agreement.
This agreement snail become effective on October 1, 2024, and shall remain effective until
September 30, 2328, and will automatically renew unless either party gives written notice of non-
renewal by certified mail with return receipt at least thirty (30) days prior to the expiration date of
this agreement.
Please review th's agreement carefully and, if you have any questions concerning the foregoing
terms and conditions, do not hesitate to contact us. If this agreement is acceptable to you, please
acknowledge that you have reviewed it, understand it, and desire to retain us on the basis of the
terms of this letter and attachment (Standard Terms and Conditions of Engagement) by signing
and delivering to us the enclosed copy. We recommend that you keep a copy of this letter and
our Standard Terms in your file.
Thank you for allowing us to be of service.
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THE. ABOVE REPRESENTATION IS ACCEPTED
AND AGREED TC
C.‘ of Clearwate.
Sincerely,
Johnston & Stewart Government Strategies
By:
Amanda Stewart
Principal
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STANDARD TERMS AND CONDITIONS OF ENGAGEMENT
1. Costs: Although the Compensation described in this agreement includes all direct and indirect expenses,
the parties recognize there may be unusual circumstances in which the Client requests, or the Firm is
required to incur, extraordinary expenses. The Firm will seek pre -approval of all extraordinary expenses. If
pre -approved by the Client, Client shall be responsible for such costs incurred on the Client's behalf. In
order to allocate these expenses fairly, these items are separately itemized on our statements as "costs
ad.~.need" or "disbursements."
2. Late Payments: We are confident that our clients make every effort to pay us promptly. Occasionally,
however, a client has difficulty in making timely payment. To avoid burdening those clients who pay their
statements promptly with higher fees reflecting the added costs we incur as a result of clients who are
de.. iquent, we reserve the right to impose an interest/service charge of one percent per month for late
payments. In no event will the service charge be greater than permitted by applicable law.
3. ;von -Payment ct Fees and Costs: Failure to pay any statement rendered when due will constitute a
aer;,uit. In the evert of a default, you agree that in our discretion we may immediately cease all legal
services on your canalf or discontinue our representation (subject to our ethical obligations and any other
applicable provision of law).
4.. applicable Lave: Tile laws of the State of Florida will govern the interpretation of this agreement,
inc tiding all rules u: codes of ethics which apply to the provision of services by us.
5. Payment by Others: Sometimes another party to a transaction agrees to pay our client's fees. However,
in such case our client remains primarily liable for payment of all fees and costs.
6. :ligation: In teal proceedings over any dispute between us which arises under or is in any way related
to this agreement, including but not limited to collection of funds owed us, the prevailing party shall be
en:i !e o recov: s attorneys' fees and costs. Either party may recover prevailing party attorneys' fees
whezner the party represents themselves or hires other attorneys to represent the party. Jurisdiction for
such lawsuit is exclusively proper in the State of Florida in Pinellas County, Florida, and you voluntarily
sup :i_ tc tnis state`s jurisdiction and venue in Pinellas County, Florida for this matter.
emanation Ciaase: Both parties shall have the option to opt out of contract, without cause, with 30
<<hi, ,:y) day written r,,otice by certified mail.
6. Lobbyist Registration. Compensation and Expense Reporting and Compliance: The Firm shall
comply with all applicable local and state laws, ordinance and rules regarding lobbying registration,
co,-.jensation a.~w expense reporting and compliance. Should state level compensation reporting be
rac iced, compensncion will be reported as 70% attributable to legislative branch compensation reporting
ani. 30% to executive branch compensation reporting.
S. Jt RY TRIAL WAIVER: The parties hereby knowingly and voluntarily waive their right to a trial by
in regard tc ail disputes. claims. counterclaims. defenses and controversies arising out of or
r`.ted to the seri ices provided under or relating to this fee engagement letter.
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