Agreement 02/08/1996
AGREEMENT BY AND BETWEEN
THE CITY OF MIAMI BEACH, FLORIDA
AND
COMMUNITY CAPITAL GROUP
THIS AGREEMENT (the "Agreement") is dated as of the date that the last party
hereto signs this Agreement and is by and between the CITY OF MIAMI BEACH, FLORIDA,
a Florida municipal corporation (the "City"), and COMMUNITY CAPITAL GROUP, a general
partnership, 42 Spring Street, Newport, Rhode Island 02840 ("CCO").
IN EXCHANGE for the mutual promises set forth herein, and other good and
valuable consideration, the receipt and adequacy of which is hereby conclusively acknowledged, the
parties agree as follows:
1. SCOPE OF SERVICES.
CCO shall perform, in a professional and diligent manner, those services
specified in Exhibit" A", which exhibit is attached hereto and incorporated herein. At all times, CCO
shall perform these services to the satisfaction of the City.
2. TERM.
The term of this Agreement shall run from the date of this Agreement until
the City and CCO have performed all of their obligations under this Agreement.
3. COMPENSATION.
The total compensation to be paid by City to CCO pursuant to the Agreement,
including CCO's fees and all expenses of any kind to be incurred, shall not exceed $10,000. CCO's
fee will be based on the time expended by CCO in performing the services under this Agreement,
at the rate of $1 00 per hour. All expenses incurred must be reasonable and out-of-pocket, and travel
expenses must additionally be approved in advance by the City.
CCO will submit an invoice to the City for services performed and expenses
incurred (1) approximately 30 days after the date of this Agreement, (2) on or near each 30 day
anniversary thereafter and (3) after the performance of all its services under this Agreement. City
will pay CCO the amount of the invoice within thirty (30) days of the City's receipt of the invoice.
All invoices must provide a detailed breakdown of time incurred, to one-tenth of an hour, and
expenses must be supported by written documentation, such as receipts.
4. TERMINATION.
The City can, in its sole discretion, terminate this Agreement at any time upon
written notice to CCO. In the event of such termination and provided that CCO has not defaulted
under this Agreement, CCO's compensation wiIl be prorated as of the date of the City's written
termination notice.
5. DEFAULTS.
CCO shall be in default of this Agreement if CCO fails to fulfiIl in a timely
manner or otherwise violates any of the provisions of this Agreement or if CCO is placed either in
voluntary or involuntary bankruptcy, becomes insolvent, changes its majority ownership, or makes
an assigrunent for the benefit of creditors. In the event of a default by CCO, City can pursue all
available legal and equitable remedies.
6. ATTORNEYS' FEES AND COSTS.
In the event of any arbitration and/or litigation arising out of this Agreement,
the losing party shall pay the prevailing party's reasonable attomeys' fees and costs, including at the
trial court and all appeIlate levels.
7. NO ASSIGNMENT.
CCO shall not assign, transfer or sub-contract this Agreement, any portion of
this Agreement or any work under this Agreement without the prior written consent of the City.
8. EXCLUSIVE ARBITRATION AND/OR LITIGATION VENUE.
The exclusive venue for any arbitration and/or litigation between the parties,
arising out of or in connection with this Agreement, shall be Dade County, Florida.
9. ENTIRE AGREEMENT.
This document embodies the entire Agreement and understanding between
the parties hereto, and there are no other agreements or understandings, oral or written, with
reference to the subject matter hereof, that are not merged herein and superseded hereby.
10. NO MODIFICATION.
No change in the terms of this Agreement shaIl be valid unless made in
writing and signed by both parties hereto.
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11. GOVERNING LAW.
This Agreement shall be govemed by and construed in accordance with the
laws of the State of Florida, without reference to principles of conflict of laws.
12. LIMITATION OF LIABILITY.
The City desires to enter into this Agreement only if in so doing the City can
place a limit on the City's liability for any cause of action for money damages due to an alleged
breach by the City of this Agreement, so that its liability for any such breach never exceeds the sum
of $10,000. Accordingly, and notwithstanding any other term or condition ofthis Agreement, CCG
and the City hereby agree that the City shall not be liable to CCG for damages in an amount in
excess of $1 0,000, which amount shall be reduced by the amount actually paid by the City to CCG
pursuant to this Agreement, for any action or claim for breach of contract arising out of the
performance or non-performance of any obligations imposed upon the City by this Agreement.
Nothing contained in this Agreement is in any way intended to be a waiver of the limitation placed
upon the City's liability as set forth in Florida Statutes, Section 768.28.
13. INDEPENDENT CONTRACTOR.
With regard to this Agreement, <;CG is an independent contractor to and not
an agent of the City.
14. HEADINGS.
The headings in this Agreement are only for convenience, are not a
substantive part of this Agreement and shall not affect the meaning of any provision of this
Agreement.
16. NOTICES.
All notices or written communications under the terms of this Agreement shall
be sent to the following:
To CCG:
Warren H. Butler, Vice President
and General Partner
Community Capital Group
42 Spring Street
Newport, Rhode Island 02840
To the City:
City Manager
City of Miami Beach
1700 Convention Center Drive, 4th Floor
Miami Beach, Fl 33139
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With a copy to:
City Attomey
City of Miami Beach
1700 Convention Center Drive, 4th Floor
Miami Beach, Fl 33139
17. INDEMNIFICATION.
CCG agrees to indemnify and hold hannless the City and its elected officials,
directors, officers, employees and agents, from and against any and all actions, lawsuits, claims,
judgments, liabilities, damages, sums of money, losses and expenses, in law or in equity, including,
but not limited to, attomeys' fees and costs at the trial court and all appellate levels, which may arise
or be alleged to have arisen in connection with CCG's negligent performance of services pursuant
to this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their appropriate officials.
CITY OF MIAMI BEACH, FLORIDA
ATTEST:
Ro~cr .p~
Robert Parcher, City Clerk
By:
J
Harry S. Mavrogenes, Assistant City Manager
.~
By:
Date:
~
Date:
'2/[-/'7 (.
, "
COMMUNITY CAPITAL GROUP, a general
partnership
ATTEST: ~~~
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By: '-
l~u ~ 0 t;"JJOU
Print Name
"L/tI16
By:
A/-/J<<~
Warren H. Butler, Vice President
and General Partner
Date:
Date: ~/91
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FORM APPROVED
LEGAL ~E~T. .
By /U( J11f,W1~
Date y, l'j ()
:EXHIJUT "A"
SCOPE OF SERVICES
Loews Hotel Project:
CCO will advise the City of Miami Beach, Florida (the "City") and assist the City in connection with
all aspects of obtaining loan guarantee assistance from the U.S. Department of Housing and Urban
Development ("HUD") under Section I 08 of the Housing and Community Development Act of
1974, as amended ("Section 108"). Such advice and assistance will include, but not be limited to,
the following:
I) Assisting the City in developing a presentation to HUD and in providing BUD with
necessary information, assurances and documentation;
2) Working with the City to develop a repayment schedule and specific contract
language for HUD note sale agreements;
3)
choices;
Advising the City on the use of funds including drawdown and note sale or placement
4)
Assisting the City in negotiations with HUD;
5) Reviewing BUD security and repayment options, requirements and issues, including
debt service coverage and loan to value coverage ratios acceptable to HUD;
6) Identifying repayment resources whose availability and commitment by the City best
meets both City needs and HUD requirements and assisting in the written documentation of same
for submission to HUD;
7) Assisting in the development and presentation in writing to HUD of the drawdown
and repayment schedule for the use of Section 108 and Economic Development Initiative ("EDI")
funds;
8) Recommending in writing to the City the appropriate timing and approach of note
placement and/or sale;
9) Assisting and, if necessary, providing language for the development of a note sale or
placement contract agreement with BUD based on past BUD approved language for similar projects;
and
10) If necessary, participating with the City in discussions and meetings with HUD
regarding Section 108 loan guarantee assistance, including, but not limited to, discussions leading
to final note placement and/or sale agreements between HUD and the City.
Revolving Loan Project:
CCG will advise the City and assist the City in connection with the City's consideration of whether
to pursue obtaining Section 108 revolving loan guarantees from HUD. Such advice and assistance
will include, but not be limited to, the following:
I) Assisting the City in developing permissible parameters for distribution of revolving
loan funds for microbusiness loans, small business loans and larger commercial lending, including,
but not limited to, establishing the purposes of the loans, loan terms and security/collateral
requirements;
2) Meeting with the City to review the intended use of the Section 108 and ED! funds
and the terms relating to the provision by HUD of Section 108 guarantees and EDI funds, consistent
with CCG's past experience in helping to obtain approved Section 108/EDI revolving loan
guarantees and funds;
3) Advising the City regarding the eligibility of proposed Section 108 funds and possible
EDI funds for a loan to a minority developer in conjunction with a multi-family housing structure
purchase and renovation; and
4) Providing to the City within one week of a meeting (to be scheduled) with the City,
a written report outlining City options and recommending steps to be implemented regarding HUD
revolving loan guarantee assistance.
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