SPRING TRAINING DEAL STRUCTURE COMPARISON - AMENDMENT #2CAAICON
STRATEGIC ADVISORY
Effective as of December 9, 2020
VIA EMAIL
Matthew J. Sansbury
Managing Director
Alex Bugallo
Managing Director
Hilltop Securities Inc.
450 S. Orange Avenue, Suite 460
Orlando, FL 32801
RE: Spring Training Deal Structure Comparison - Amendment #2
Gentlemen:
Reference is made to the certain Agreement between Hilltop Securities Inc. ("Hilltop" or "Client"),
for the benefit of The City of Clearwater, Florida ("City"), and ICON Venue Group, LLC, d/b/a CAA
ICON ("CAA ICON"), dated April 17, 2019 (the "Agreement"). Capitalized terms not otherwise
defined herein shall have the meanings for such terms in the Agreement.
CAA ICON's Strategic Advisory Group is pleased to present this Letter Amendment to our
Agreement. CAA ICON shall provide the Additional Services as outlined in Exhibit A. In
consideration for CAA ICON's performance of these Additional Services, Client shall pay CAA ICON
an additional fee of $25,000 per month for up to six months, or $150,000 in total professional fees
("Additional Fees"), plus reimbursement for all reimbursable expenses in accordance with the
Letter. The foregoing Additional fee and reimbursable expenses shall be payable in accordance
with Section 26 of the Terms and Conditions. At the end of the initial six month period, CAA ICON
and Client will meet and confer to determine business arrangements and reach a mutually
agreeable approach regarding the extent to which the Services are to be completed. Client
acknowledges and agrees that not all the tasks described Exhibit A will be completed in the initial
six month period. As provided in the Agreement, any additional consulting services not included in
the scope of work described above shall only be performed when agreed to in writing.
If at any time during the six month period, it is determined by you that the engagement should not
proceed, we shall promptly halt our activities and present a final invoice for our services provided to
date including charges for that month on a pro rata basis (not to exceed $25,000 for the month the
engagement is terminated, plus any out of pocket expenses incurred). Should negotiations be put
on hold for an extended period, CAA ICON and Hilltop/the City shall discuss adjusting the business
arrangements in a mutually agreeable manner.
Hilltop represents and warrants that it has the express authority to retain CAA ICON to perform the
scope of Additional Services described below under the terms as outlined herein.
In countersigning below, Client acknowledges and agrees that CAA ICON is not an investment bank,
broker-dealer, or financial adviser, and is in no way providing services in such a capacity. As such,
consistent with Section 5 of the Terms and Conditions, the work -product produced in connection
CreativeArtistsAgency
1219 Morningside Drive, Suite 101
Manhattan Beach, CA 90266
310.802.8775
www.caaicon.com
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with the Services under this Letter Amendment shall not be used for financing, marketing, or
lending purposes.
Except as provided In this Letter Amendment, the Agreement shall remain unchanged and apply fully
for the services provided under this Letter Amendment. Your signature below shall signify the
Hilltop's agreement to continue to engage CM ICON under the terms outlined in this Letter
Amendment.
Sincerely,
ICON VENUE GROUP, LLC d/b/a CAA ICON
BY:
Daniel S. Barrett
TITLE: 5cecutive Vice President
Attachment
ACKNOWLEDGEMENT OF RECEIPT AND AGREEMENT WITH THE TERMS AND CONDITIONS OF
THIS LETTER AMENDMENT (INCLUDING ALL EXHIBITS):
HILLTOP SECU : IES, INC.
BY:
NAME: ' /1:j/ex / 6/1/3
TITLE: Ala nal i v), 2 ireCIar
Countersigned:
rank Hibbard
Mayor
Appr y d as to form:
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Owen Kohler
Assistant City Attorney
CITY OF CLEARWATER, FLORIDA
By: i / WIN.a,�.d •
William B. Horne II
City Manager
041e
Rosemarie Call
City Clerk
CAAIcON
Exhibit A
SCOPE OF ADDITIONAL SERVICES
1) Negotiating assistance and support services
a) Review and comment on existing agreements
b) Review and comment on proposed stadium and training facility renovation plans
c) Estimate financial impact of proposed renovation plans
d) Assist in developing overall negotiation strategy
e) Meet with team representative(s) and other key stakeholders
f) Identify key considerations
i) Financial considerations
ii) Financing considerations
iii) Operating considerations
iv) Capital repair considerations
v) Timing considerations
vi) Political considerations
g) Public relations strategy
h) Assess key stakeholder goals/objectives and alternatives
i) Participate in negotiations
j) Consider team alternatives
2) Deal structure advisory
a) Consider alternative approaches
b) Identify issues and concerns
c) Identify desired amenities/rights
d) Evaluate financial impacts of key negotiating terms
3) Provide document support services/assist legal team
a) Letter of intent/memorandum of understanding
b) Definitive agreements
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