CONSULTING NEW BASEBALL STADIUM
HOLsLAND& ~IGHTSPORTSLLC I
200 South Orange Avenue, Suite 2600
P.O. Box 1526 (ZIP 32802-1526)
Orlando, Florida 32801
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Washington, D.C.
West Palm Beach
407 -425-8500
FAX 407-244-5288
http://www.hklaw.com
July 7,2000
DAVID E. CARDWELL
407-244-5112
Internet Address:
dcardwel@hklaw.com
VIA FAX AND E-MAIL
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Keith R. Ashby
Administrator
General Support Services
City of Clearwater
1900 Grand Avenue
Clearwater, FL 33765
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AUG 2 4 2000
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Re: Proposed New Baseball Stadium; Engagement as Consultant
Dear Keith:
This is a proposal by Holland & Knight Sports, L.L.C. ("Consultant") to
provide consulting services to the City of Clearwater (the "City") in connection
with the planning and development of a new baseball stadium in the City that
will, among other things, be the spring training home of the Philadelphia
Phillies and the home stadium for the Clearwater Phillies minor league baseball
club. . Our engagement will involve assisting the City by, among other things,
establishing goals and objectives to be achieved in the negotiations with the
Phillies, negotiation strategy, pro forma analysis of spring training and other
revenues and expenses pertaining to the use of the new stadium, assistance with
the preparation of an application with the State of Florida for state matching
funds. Our services will be subject to specific authorization and direction from
you before being undertaken. Our engagement began May 31, 2000, the date of
our first meeting concerning this project, provided, however, our engagement is
subject to the approval of the City Commission. We look forward to serving your
needs in this matter and to establishing a mutually satisfactory relationship.
Our client for this engagement is the City and we are not undertaking the
representation of any individual officer or employee of the City or the City of
Clearwater (the "City").
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Keith R. Ashby
July 7, 2000
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Consultant is a wholly-owned subsidiary of the law firm of Holland &
Knight LLP ("Law Firm"). From time to time, attorneys from the Law Firm may
represent clients before boards and agencies of the City. The undersigned who
will exclusively be providing Consultant's services to the City has not and will
not participate in any proceeding adverse to the City.
The services being provided to the City pursuant to this proposal will be
consulting services only and will not include any legal services, including the
rendering of legal opinions. Moreover, we want to emphasize that no attorney-
client relationship will be created by this engagement and that, accordingly, the
City will not be entitled to any of the benefits (such as attorney-client privilege
and the ethical mandates applicable to attorneys) incident to such a
relationship.
The purpose of this letter is to submit our terms of engagement to provide
consulting services to the City and to provide you certain information concerning
our fees, billing and collection policies, and other terms that will govern our
relationship. Although we do not wish to be overly formal in our relationship
with you, we have found it a helpful practice to confirm with our clients the
nature and terms of our representation.
In consideration of the services being provided under this engagement our
fees will be either a fixed fee for each assigned task with the amount of the fee
mutually agreed upon at the time of assignment or a fee based on the hourly
rate of the individual providing the service. The hourly billing rate of the
undersigned is currently $250 per hour. The maximum fees to be billed to the
City under this engagement are currently expected not to exceed Twenty
Thousand ($20,000) in the aggregate. Should we determine that the extent of
our services is greater than now contemplated such as to exceed the maximum
aggregate fees, then we will so notify you and seek to agree on any additional
fees. I have previously provided you with a list of possible tasks that may be
needed during the course of the planning and development of the stadium
project, including the negotiations with the Phillies. At your election you may
designate those tasks from that list or others that may arise that have not been
foreseen for the undersigned to undertake and our fee can be determined for
that particular task at that time.
If the terms described above are satisfactory to the City, please so indicate
by signing and returning the enclosed copy of this letter.
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Keith R. Ashby
July 7,2000
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We look forward to working with you on this very exciting project and
reaching a successful conclusion that results in the continued relationship
between the City and the Philadelphia Phillies.
Sincerely,
HOLLAND & KNIGHT SPORTS,
L.L.C.
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By.
David E. Cardwell
DEC\dw
Enclosure [Terms of Engagement]
Approved this ;;..dfJ. day of
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ATTEST:
William B. Horne II
Interim City Manager
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Approved as to form:
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Pamela K. Akin
City Attorney
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TERMS OF ENGAGEMENT
We appreciate your decision to engage HOLLAND & KNIGHT SPORTS LLC, a
member of the Holland & Knight Consulting group and a subsidiary of Holland & Knight LLP,
a national law firm, for the consulting services described in the accompanying letter. This
document explains how we work, our obligations to you, your obligations to us, what we will do
on your behalf, and how our charges will be determined and billed. Experience has shown that
an understanding of these matters will contribute to a better relationship between us, and that in
turn makes our efforts more productive.
Our engagement and the services that we will provide to you are limited to the matter
identified in the accompanying letter. Any changes in the scope of our engagement as described
in the letter must be approved in writing.
We will provide consulting services only. You have acknowledged in the
accompanying letter that you do not expect to receive, and we will not provide, any legal
services as part of this engagement. Consequently, no attorney-client relationship will
result from this engagement and you will not become entitled to any of the benefits of an
attorney-client relationship~ such as an attorney's ethical duty of confidentiality or the
attorney-client privilege against compelled disclosure.
You will provide us with the factual information and materials we require to perform the
services identified in the letter, and you (solely or together with other advisers) will make such
business, legal or technical decisions and determinations as are appropriate. You will not rely
on us for business, investment, legal or accounting decisions, or expect us to investigate the
character or credit of persons or entities with whom you may be dealing, unless otherwise
specified in the letter.
Fees and Billing
We encourage flexibility in determining billing arrangements. For example, we often
agree with our clients to perform services on a fixed-fee or other basis that we and the client
believe will encourage efficiency and reflect the value of our services in relation to a particular
objective.
If you and we have agreed on a fixed fee arrangement, you agree that our fees will not be
limited to the fixed amount if you fail to make a complete and accurate disclosure of
information that we have requested and that we reasonably require for our work, or if you
materially change the terms, conditions, scope, or nature of the work, as described by you when
we determined the fixed amount, or as compared with the work normally and customarily
involved in similar engagements. If any of these events occurs, you agree that our fees will be
based upon the other factors described below, unless you and we agree on a revised fixed fee.
If the accompanying letter does not provide for a fixed fee, or if we do not otherwise
confirm to you in writing a fee arrangement, our fees for services will be determined as
described in the following paragraphs.
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Holland & Knight Sports, LLJ
Terms of Engagement
Page 2 of 3
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When establishing fees for services that we render, we are guided primarily by the time
and labor required, although we also consider other appropriate factors, such as the novelty and
difficulty of the issues involved; the skill required to perform the particular assignment; time-
saving use of resources (including research, analysis, data and documentation) that we
previously have developed and stored electronically or otherwise in quickly retrievable form;
the fee customarily charged by comparable companies for similar consulting services; the
amount of money involved or at risk and the results obtained; and the time constraints imposed
by either the client or the circumstances. We generally require a retainer in an amount that is
appropriate with respect to the proposed engagement. Unless otherwise agreed, the retainer will
be applied to the last statement rendered in connection with the engagement, with any unused
portion being returned to the client.
In determining a reasonable fee for the time and labor required for a particular matter,
we consider the ability, experience, and reputation of the consultant or consultants in our
company who perform the services. To facilitate this determination, we internally assign to
each consultant an hourly rate based on these factors.
Of course, our internal hourly rates change periodically to account for increases in our
cost of delivering consulting services, other economic factors, and the augmentation of a
particular consultant's ability, experience, and reputation. Any such changes in hourly rates are
applied prospectively, as well as to unbilled time previously expended. We record and bill our
time in one-tenth hour (six minute) increments; however, the minimum time that is normally
billed for the total of an individual consultant's activities on a matter in a single day is three-
tenths of an hour.
Out-aI-Pocket Expenses. In addition to consulting fees, our statements will include out-
of-pocket expenses that we have advanced on your behalf and our internal charges (which may
exceed direct costs and allocated overhead expenses) for certain support activities.
Alternatively, the company may charge for such internal charges as a percentage of the fees
charged. Advanced expenses generally will include such items as travel, postage, and filing fees
charged by governmental bodies. Our internal charges typically include such items as toll calls,
facsimile transmissions, overnight courier services, certain charges for terminal time for
computer research, and charges for photocopying materials sent to the client or third parties or
required for our use. We may request an advance cost deposit (in addition to the advance fee
deposit) when we expect that we will be required to incur substantial costs on behalf of the
client.
Billing. We bill periodically through-out the engagement for a particular matter, and our
periodic statements are due when rendered. If our fees are based primarily on the amount of
our time devoted to the matter, our statements will be rendered monthly. Our statements contain
a concise summary of each matter for which consulting services are rendered and a fee is
charged.
If our statements are not paid in a timely manner, we reserve the right to discontinue
services. Additionally, if our statement has not been paid within 30 days from the date of the
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Terms of Engagement
Page 3 of 3
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statement, we impose an interest charge of 1.25 percent per month (a 15 percent annual
percentage rate) from the 30th day after the date of the statement until it is paid in full. Interest
charges apply to specific monthly statements on an individual statement basis. Any payments
made on past due statements are applied first to the oldest outstanding statement. We are
entitled to attorneys' fees and expenses if collection activities are necessary.
Questions About Our Bills. We invite you to discuss freely with us any questions that
you have concerning a fee charged for any matter. We want our clients to be satisfied with both
the quality of our services and the reasonableness of the fees that we charge for those services.
We will attempt to provide as much billing information as you require and in such customary
form that you desire, and are willing to discuss with you any of the various billing formats we
have available that best suits your needs.
Termination
Upon completion of the matter to which this engagement applies, or upon earlier
termination of our relationship, our consulting relationship will end unless you and we have
expressly agreed to a continuation with respect to other matters. We hope, of course, that such a
continuation will be the case. The engagement is terminable at will by either of us. The
termination of the engagement will not terminate your obligation to pay fees and expenses
incurred prior to the termination.
*****
Your agreement to this engagement constitutes your acceptance of the foregoing terms
and conditions. If any of them is unacceptable to you, please advise us now so that we can
resolve any differences and proceed with a clear, complete, and consistent understanding of our
relationship.
ORLI #575312 vI
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