PHILLIES NEW BASEBALL STADIUM LEGAL SERVICES AGREEMENT
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LEGAL SERVICES AGREEMENT
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THIS AGREEMENT is made on the ~ day of' .' , 2000, by and
between the CITY OF CLEARWATER, FLORIDA, Post Office ox 4748, Clearwater,
Florida 33758-4748 (the "City") and the law firm of HOLLAND & KNIGHT, LLP, Post
Office Box 1526, Orlando, Florida 32802-1526 ("Counsel").
WIT N E SSE T H:
WHEREAS, the City wishes to retain Counsel in connection with the planning and
development of a proposed new baseball stadium in Clearwater, Florida.
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, the parties hereto do hereby agree as follows:
SECTION 1. AUTHORIZATION TO PROCEED AS COUNSEL. Counsel is
hereby authorized to provide services as described in this Agreement and for the
professional fees described in this Agreement.
SECTION 2. SCOPE OF SERVICES. Counsel hereby agrees to provide its
professional services 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. Counsel will draft and participate in negotiations with the Philadelphia
Phillies to develop an agreement for the use of a new stadium for spring training and
minor league baseball and other agreements or documents that may be necessary to
effectuate that agreement, including an interlocal agreement with Pinellas County, a
naming rights agreement, a stadium development and construction agreement, a facility
management agreement, and an application to the State of Florida for funding.
SECTION 3. PROFESSIONAL FEES FOR SERVICES. The City and Counsel
agree to a rate of $250.00 per hour for attorney services for David E. Cardwell. Total
compensation for all fees and expenses for this agreement shall not exceed $30,000.00.
SECTION 4. TERM. This Agreement will be effective commencing immediately
until all services are completed.
SECTION 5. COMPENSABLE EXPENSES. Reimbursement of expenses shall
be made by the City to the firm for reasonable out-of-pocket expenses as determined by
the City Attorney without markup, including but not limited to long distance calls and
facsimiles, copying or reproducing documents, postage, court costs, parking costs and
travel incurred by Counsel in performance of the duties hereunder. Travel and per diem
costs as well as auto travel expenses shall not exceed that which is available to City of
Clearwater employees.
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SECTION 6. INDEMNIFICATION AND INSURANCE. Counsel agrees to
indemnify and hold harmless the City and its agents and employees from loss or
damages incurred by the City as a result of a breach of any duty owed by Counsel as
attorney to the City as client or as a result of Counsel's breach of this Agreement. This
indemnification excludes consequential damages and attorney's fees. Without limiting its
liability under this Agreement, Counsel shall procure and maintain during the life of this
Agreement professional liability insurance in an amount in excess of $1,000,000. This
provision shall survive the termination of this Agreement.
SECTION 7. CONFLICT OF INTEREST. It is understood by the City and Counsel
that Counsel is not aware of any clients of the firm that currently present any conflict
between the interests of the City and other clients of Counsel. If any potential conflict of
interest arises during the time Counsel is representing the City, Counsel will promptly
inform the City. The City is under no obligation to agree to permit the conflict
representation.
SECTION 8. CONSTRUCTION AND AMENDMENTS. This Agreement shall be
governed by and construed in accordance with the laws of the State of Florida. This
Agreement may be amended only by a writing duly entered into by the City and Counsel.
SECTION 9. COURT REPORTER SERVICES. The City has a contract with D &
D Reporting Services for all court reporter services, including the use of court reporter
services by the City's outside counsel. Counsel agrees to use D & D Reporting Services
whenever possible.
SECTION 1 O. CANCELLATION OF AGREEMENT. The City may cancel or
terminate this Agreement upon written notice to Counsel. In the event of cancellation,
Counsel shall immediately cease work hereunder and shall be reimbursed for eligible and
documented reimbursable expenses incurred prior to the date of cancellation. Further, it
is understood and agreed between the City and Counsel that David E. Cardwell, Esquire,
will be the lead attorney assigned by the firm to provide the services contained herein.
The City in its absolute discretion may immediately terminate this Agreement upon written
notice to the firm if the services of this attorney are unavailable to the City.
SECTION 11. ATTORNEYS FEES. In the event that either party seeks to
enforce this Agreement through attorneys at law, then the parties agree that each party
shall bear its own costs and that jurisdiction for such an action shall be in a court of
competent jurisdiction in Pinellas County, Florida.
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IN WITNESS WHEREOF, the City and Counsel have executed this Agreement as
of the date first written above.
Countersigned:
CITY OF CLEARWATER, FLORIDA
By:
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Willliam B. Horne, II
Interim City Manager
Approved as to form:
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Pamela K. Akin
City Attorney
Attest:
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Cynthi E. Go~eau _::-. .
City Clerk
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HOLLAND & KNIGHT, LlP .
BY~
Davi E. Cardwell
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