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Completion Guarantee #16 -JI !{ COMPLETION GUARANTEE This COMPLETION GUARANTEE (this "Guarantee") is made as of the 20 day of S<.p!--{.NV\~ , 1996, by the CITY OF MIAMI BEACH, a Florida municipal corporation (the "Guarantor"), in favor of MB REDEVELOPMENT, INC., a Florida corporation ("Tenant"). RECITALS: Tenant is contemporaneously herewith entering into that certain Agreement of Lease (the "Ground Lease"), dated as of the date hereof, between the Miami Beach Redevelopment Agency, a public body corporate and politic (the "Owner"), as Owner, and Tenant, as Tenant, pursuant to which Tenant has agreed to lease the land (as defined in the Ground Lease) on which the Hotel (as defined in the Ground Lease) will be constructed. St. Moritz Hotel Corp., Inc., a Florida corporation ("SMHC"), an affiliate of Tenant, is also contemporaneously herewith entering into that certain Garage Development Agreement (the "Garage Development Agreement"), dated as of the date hereof, between the Owner and SMHC in order to document the respective rights and obligations of Owner and SMHC relating to the design, development and construction of the "Project", as defined in the Garage Development Agreement (the "Garage Project"). Tenant is also contemporaneously herewith entering into that certain Garage Easement Agreement (the "Garage Easement Agreeme'nt"), to be dated as of the date hereof, between Owner and Tenant, pursuant to which, among other things, the Owner has granted to Tenant an easement over the Garage Project and the land upon which the Garage Project is to be constructed in order to provide to Tenant such parking spaces and access, ingress and egress for pedestrian and vehicular passage and traffic upon and subject to the terms and conditions of the Garage Easement Agreement. Pursuant to Article 21 of the Ground Lease, the Owner has agreed, among other things, to (i) cause the construction of the Garage Project, (ii) construct, or cause the construction of, the Roadway Extension (as defined in the Ground Lease) and (iii) cause the construction of the Broadwalk Extension (as defined in the Ground Lease). In consideration of the foregoing premises and for other good and valuable consideration the receipt and legal sufficiency of which is hereby acknowledged, Guarantor hereby agrees for the benefit of Tenant as follows: MI962620.0669/18/96 1. Capitalized terms defined and used herein are used herein with the meanings assigned herein to such terms. Unless the context otherwise requires, capitalized terms which are used herein without definition and which are defined in the Ground Lease, are used herein with the meaning assigned to such capitalized terms in the Ground Lease. 2. (a) Guarantor hereby absolutely and irrevocably guarantees to Tenant the due and punctual performance of the following: (i) to take and cause to be taken all steps necessary to effectuate Substantial Completion (as that term defined in the Garage Development Agreement) of the Garage Project, and, in addition thereto, the fulfillment of all those matters and items ~et forth in Subsections 2.13(a) (excluding payments to contractors and suppliers), (b), (c) and (d) of the Garage Dev~lopment Agreement to be contained in the certificate (but excluding the delivery of such certificate) required to be provided pursuant to Subsection 2.13 of the Garage Development Agreement (the "Garage Substantial Completion") by the applicable Completion Deadline, (ii) to take and cause to be taken all steps necessary to substantially complete the Roadway Extension (the "Roadway Extension Completion") by the applicable Completion Deadline or by such earlier date as shall be necessary to effectuate Garage Substantial Completion, including, without limitation, the issuance by the appropriate Governmental Authorities of any required certificate or its equivalent for use of the Roadway Extension and (iii) to take and cause to be taken all steps necessary to substantially complete the Broadwalk Extension (the "Broadwalk Extension Completion") by each Completion Deadline applicable thereto, including, without limitation, the issuance by the appropriate Governmental Authorities of any required certificate or its equivalent for use of the Broadwalk Extension; provided, however, (the "Proviso") (i) this Guarantee shall not be enforceable if the Ground Lease shall have been terminated in connection with an Event of Default under the Ground Lease, (ii) if Tenant has not commenced construction of the Hotel, this Guarantee shall not be enforceable until Tenant has commenced construction pursuant to the terms of the Hotel Development Agreement, (iii) if, after Tenant has commenced construction of the Hotel pursuant to the terms of the Hotel Development Agreement, Tenant has stopped such construction of the Hotel for more than thirty (30) consecutive days for reasons other than Unavoidable Delays, this Guarantee shall not be enforceable during the period from the thirtieth (30th) day until construction has recommenced, or (iv) if, after Tenant has commenced construction of the Hotel pursuant to the terms of the Hotel Development Agreement, Tenant has stopped such construction of the Hotel for more than sixty (60) consecutive days due to Unavoidable Delays, this Guarantee shall not be enforceable during the period from the sixtieth (60th) day until construction has recommenced, unless Tenant can reasonably demonstrate that the construction of the Garage Project will not be completed by the Completion Deadline. Guarantor acknowledges and agrees that notwithstanding the Proviso, Guarantor's obligations hereunder require Substantial Completion of the Garage Project by the Completion MI962620.0669/18/96 - 2 - Deadline. The obligations being guaranteed by Guarantor pursuant to this subsection 2(a), are hereinafter collectively referred to as the "Completion Obligation". If there is a Recognized Mortgagee, then the Proviso shall not be applicable (x) at any time prior to or during the period allowed to Recognized Mortgagee under the Ground Lease to cure any Event of Default, provided, that if Recognized Mortgagee does not within the time periods provided in the Ground Lease provide Owner with the notice specified in Section 11.4(b)(1) of the Ground Lease and thereafter comply with the other provisions of Section 11.4(b) of the Ground Lease, the Proviso shall be applicable or (y) at any time period prior to or during the sixty (60) day period described in the first sentence of Subsection 11.5(b) of the Ground Lease and, (z) if such Recognized Mortgagee requests New Tenant's Documents pursuant to such first sentence, during the ninety (90) day period described in such first sentence; provided, however, if the Construction Work has ceased with respect to the Hotel, this Guarantee is not enforceable until such time as Construction Work has recommenced. Notwithstanding the preceding sentence, Guarantor acknowledges and agrees that Guarantor's obligations hereunder require Substantial Completion of the Garage Project by the Completion Deadline. (b) The term "Completion Deadline" as used herein shall mean: (i) with respect to the Garage Project, the Roadway Extension and that portion of the Broadwalk Extension immediately adjacent to the Hotel, the date that (1) the Hotel has been substantially completed (the "Substantial Completion of the Hotel") in accordance with the Plans and Specifications, as certified by Nichols, Brosch, Sandoval & Assoc., Inc. and (2) all of the Improvements in the Hotel shall have been issued temporary certificates of occupancy so that Tenant may occupy and use the Hotel for its intended purpose except to the extent such temporary certificates of occupancy shall not have been issued due to (x) Owner's failure to (A) achieve Garage Substantial Completion, which includes providing Tenant with the "Easement" for 560 "Parking Spaces" in the "Facility," as such terms are defined in the Garage Easement Agreement, (B) achieve Roadway Extension Completion or (C) achieve Broadwalk Extension Completion or (y) Owner's default of any of the terms, covenants, conditions or obligations contained in Section 6.1 of the Hotel Development Agreement and (ii) with respect to the Broadwalk Extension, other than that portion of the Broadwalk Extension immediately adjacent to the Hotel, the Delay Date. 3. If at any time all or any portion of the Completion Obligation is not performed by Owner, then, upon demand of Tenant, Guarantor shall perform such Completion Obligation in accordance with this Guarantee. Tenant agrees to accept performance by the Guarantor of all or any of the covenants, conditions or agreements on the Owner's part to be performed in connection with the Completion Obligation. MI962620.0669/18/96 - 3 - 4. Guarantor expressly agrees that Tenant may, in its sole and absolute discretion, without notice to or further assent of Guarantor and without in any way releasing, affecting or impairing the obligations and liabilities of Guarantor hereunder: (a) waive compliance with, or any default under, or grant any other indulgences with respect to the Ground Lease, the Garage Development Agreement and the Garage Easement Agreement (collectively the "Project Documents"); (b) modify, amend or change any provision of the Project Documents, or effect any release, compromise or settlement in connection therewith; (c) convey, assign or otherwise transfer its interest in this Guarantee to Tenant's permitted successors and assigns pursuant to the Ground Lease or to a Hotel Land Owner (hereinafter defined in Section 12 hereof); or (d) assign, pledge, Mortgage or otherwise encumber its interest in this Guarantee in connection with an assignment, pledge,. or Mortgage by Tenant or its permitted successors and assigns in accordance with and pursuant to the Ground Lease or by New Tenant and New Tenant's permitted successors and assigns in accordance with and pursuant to the New Tenant's Documents as permitted pursuant to the provisions of Section 12 hereof or by a Hotel Land Owner as permitted pursuant to the provisions of Section 12 hereof. Notwithstanding the foregoing, (i) until the Ground Lease is terminated, Tenant or New Tenant is granted no greater rights by virtue of the right to assign, pledge or mortgage its interest in this Guarantee than Tenant has been granted under the Lease, or the New Tenant has been granted under the New Tenant's Documents, to assign,'pledge or mortgage the Tenant's Interest in the Premises (as defined in the Ground Lease), (ii) Guarantor's obligations and liabilities hereunder shall be deemed to be released, affected or impaired to the extent that Owner's obligations and liabilities under the Project Documents are so waived, modified, amended, changed, released, compromised, settled or in any other way altered, and (iii) no amendment or modification to any of the Project Documents which increases the liability of Owner thereunder shall be made without the express consent of Guarantor. 5. Except as otherwise expressly set forth in Section 2 and the last sentence of Section 4 of this Guarantee, the obligations of Guarantor under this Guarantee shall be unconditional, absolute and irrevocable, irrespective of the genuineness, validity, regularity or enforceability of the Ground Lease or any security which may have been given therefor or in connection therewith or any other circumstances which might otherwise constitute a legal or equitable discharge of a surety or guarantor. This Guarantee and the obligations of Guarantor hereunder shall not be affected, impaired, modified or released by reason of (a) the making by Owner, any Affiliate of Owner or Guarantor of any assignment for the benefit of creditors or the bankruptcy or insolvency of Owner, any Affiliate of Owner or Guarantor, (b) any action taken by Owner, any Affiliate of Owner or Guarantor in any bankruptcy or insolvency proceeding, including, without limitation, disaffirmance of any of the Project Documents, (c) any default by Owner under any of the Project Documents, (d) the liquidation or dissolution of Owner, any Affiliate of Owner or Guarantor, (e) any change in or termination of Guarantor's ownership interest in any Person, (f) the enforcement by Tenant of any of its rights MI962620.0669/18/96 - 4 - under the Project Documents, or (g) the sale, conveyance, assignment or transfer by Owner of all or any portion of the Land, the Property or the Facility or its interest under the Project Documents; it being agreed that in the event of any of the foregoing, the liability of Guarantor hereunder shall continue hereunder as if such event had not occurred. 6. Except as otherwise expressly set forth in Section 2 and the last sentence of Section 4 of this Guarantee, the liability of Guarantor under this Guarantee shall be primary, direct and immediate, and not conditional or contingent upon pursuit by Tenant of any remedies it may have against Owner or any other Person with respect to the Project Documents, or any other agreement, whether pursuant to the terms thereof or by law or pursuant to any other security agreement or guaranty. Guarantor and Tenant each acknowledge and agree that this Guarantee is a guarantee of perfor'!1ance in respect of any Completion Obligation. Anyone or more successive or concurrent actions may be brought hereon against Guarantor with respect to the Completion Obligation, either in the same action or proceeding, if any, brought against Owner or any other Person, or in separate actions as often as Tenant, in its sole discretion, may deem advisable. Guarantor may be joined in any action against Owner in connection with any of the Project Documents solely with respect to the Completion Obligation. With respect to the Completion Obligation, recovery may be had against Guarantor in such action or in any' independent action against Guarantor, without Tenant first pursuing or exhausting any remedy or claim against Owner or any other Person, as the case may be, or their respective successors or assigns. Until termination of this Guarantee in accordance with the provisions hereof, the liability of Guarantor under this Guarantee shall continue after any sale, conveyance, assignment or transfer by Owner, or any subsequent landlord under the Ground Lease, of its interest in the Land and/or under the Ground Lease. 7. Except as otherwise expressly set forth in this Guarantee, Guarantor hereby expressly waives: (a) presentment and demand for payment and protest of non- payment; (b) notice of acceptance of this Guarantee and of presentment, demand and protest; (c) notice of all indulgences under the Ground Lease; (d) demand for observance or performance of, or enforcement of, any terms and provisions of this Guarantee or the Ground Lease; and (e) all other notices and demands otherwise required by law which Guarantor may lawfully waive. Guarantor also waives, but only if and to the extent that Guarantor may lawfully so do, trial by jury in any action brought on or with respect to this Guarantee. 8. Guarantor shall not enforce any right of subrogation it may now or hereafter have against Owner by reason of any payments or acts of performance by Guarantor in compliance with the obligations of Guarantor hereunder, and Guarantor shall not enforce any remedy which Guarantor now or hereafter shall have against Owner by reason of anyone or more payments or acts of performance in compliance with the MI962620.0669/18/96 - 5 - obligations of Guarantor hereunder unless and until all of the obligations of Guarantor hereunder have been fully discharged, performed and satisfied, whereupon Guarantor shall have such subrogation rights as may be allowed under applicable law. 9. No setoff, counterclaim or crossclaim, reduction or diminution of an obligation or any defense of any kind or nature (other than performance of the Guaranteed Obligations) shall be available to Guarantor in any action or proceeding brought by Tenant to enforce the Guaranteed Obligations; provided, however, that the foregoing shall not be deemed a waiver of the right of Guarantor to assert any compulsory counterclaim arising from a claim brought by Tenant hereunder, nor shall the foregoing be deemed a waiver of or prejudice in any manner whatsoever of Guarantor's right to assert any claim which constitutes a defense, setoff, counterclaim or crossclaim of any nature whatsoever against Tenant in any separate action or proceeding. Guarantor agrees that if at any time all or any part of any amounts at any time received by Tenant from Owner, Guarantor, any Affiliate of Owner or Guarantor, or any other Person, as the case may be, for or with respect to the Completion Obligation is or must be rescinded or returned by Tenant by reason of any judgment or decree of any court having jurisdiction (including, without limitation, by reason of the insolvency, bankruptcy or reorganization of Owner, Guarantor, any Affiliate of Owner or Guarantor, or any other Person), then Guarantor's obligations hereunder shall, to the extent of the amount rescinded or restored, be deemed to have continued in existence notwithstanding such previous receipt by Tenant and the obligation guaranteed hereunder which was to have been discharged by such rescinded or restored amount shall continue to be effective or reinstated, as the case may be, to the extent of such amount, whether or not this Guarantee has terminated, and the obligations of the Guarantor in this sentence shall survive the termination hereof. 10. The rights and remedies afforded to Tenant in this Guarantee are cumulative and are not exclusive of any other right or remedy against Guarantor or any other Person provided by law, in equity or under any other agreement or instrument and all such rights and remedies may be exercised singly or concurrently. No delay or omission by Tenant in exercising any such right or remedy shall operate as a waiver thereof. No waiver of any right or remedy hereunder shall be deemed made by Tenant unless in writing and shall apply only to the particular instance specified therein and shall not impair the further exercise of such right or remedy or of any other right or remedy of Tenant, and no single or partial exercise of any right or remedy hereunder shall preclude any other or further exercise thereof or of any other right or remedy. 11. If any provision of this Guarantee or any portion thereof is declared or found by a court of competent jurisdiction to be unenforceable or null and void, such provision or portion thereof shall be deemed stricken and severed from this Guarantee, and the remaining provisions and portions thereof shall continue in full force and effect. MI962620.0669/18/96 - 6 - 12. This Guarantee shall inure solely to the benefit of (i) Tenant, and its permitted successors and assigns pursuant to the Ground Lease, (ii) any New Tenant that enters into New Tenant's Documents in accordance with the provisions of Section 11.5 of the Ground Lease, and such New Tenant's successors and assigns permitted pursuant to the New Tenant's Documents, and (iii) if Tenant or its permitted successors or assigns exercises the Purchase Option (as defined in the Lease) or the option to purchase the Owner's Interest in the Premises (as defined in the Ground Lease) pursuant to the New Tenant's Documents or otherwise acquires title to the Owner's Interest in the Premises, Tenant and its successor or assigns as owner of Owner's Interest in the Premises (the "Hotel Land Owner"); and, shall be binding solely upon Guarantor, its successors and assigns. This Guarantee may be (x) assigned, pledged, mortgaged to a Mortgagee or otherwise encumbered in accordance with and pursuant to the Ground Lease by Tenant or its permitted successors and assigns in connection with an assignment, pledge, Mortgage, or other encumbrance by Tenant or its permitted successors and assigns in accordance with and pursuant to the Ground Lease of Tenant's Interest in the Premises, and (y) assigned, pledged, mortgaged to a mortgagee or otherwise encumbered in accordance with and pursuant to the New Tenant's Documents by New Tenant and New Tenant's permitted successors and assigns pursuant to the New Tenant's Documents in connection with an assignment, pledge, mortgage, or other encumbrance by New Tenant or New Tenant's permitted successors and assigns in accordance with and pursuant to the New Tenant's Documents of New Tenant's leasehold interest in the Land, and when so assigned, pledged, mortgaged, or encumbered, Guarantor shall be liable to the assignees of this Guarantee without in any manner affecting the liability of Guarantor hereunder. This Guarantee may also be assigned, pledged, mortgaged or otherwise encumbered by the Hotel Land Owner in connection with an assignment, pledge, mortgage or other encumbrance by the Hotel Land Owner of its interest in the Land, and when so assigned, pledged, mortgaged or otherwise encumbered, Guarantor shall be liable to the assignees of this Guarantee without in any manner affecting the liability of Guarantor hereunder. Notwithstanding the foregoing, until the Ground Lease is terminated, Tenant or New Tenant is granted no greater rights by virtue of the right to assign, pledge or mortgage its interest in this Guarantee than Tenant has been granted under the Lease or New Tenant has been granted under the New Tenant's Documents to assign, pledge or mortgage the Tenant's Interest in the Premises. 13. This Guarantee shall be governed by and construed in accordance with the laws of the State of Florida applicable to agreements made and to be wholly performed within the State of Florida. 14. This Guarantee shall constitute the entire agreement of Guarantor with Tenant with respect to the subject matter hereof. This Guarantee may not be modified or amended, except by an agreement in writing executed by all of the parties hereto. MI962620.0669/18/96 - 7 - 15. In order to induce Tenant to enter into this Guarantee, Guarantor represents and warrants to Tenant that as of the date hereof: (i) Guarantor is a municipal corporation duly validly existing, and in good standing under the laws of the State of Florida; (ii) Guarantor has the requisite power and authority to enter into and carry out the terms and provisions of this Guarantee, and the execution, delivery, and performance of this Guarantee have been duly authorized and approved by all requisite action; (iii) This Guarantee constitutes a valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms (subject to any bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the rights and remedies of creditors generally, and subject to the effect of general principles of equity, whether applied by a court of law or equity); (iv) Guarantor's execution and performance of this Guarantee will not result in a breach or violation of, or default under, any Requirements applicable to Guarantor or any agreement, order, commitment, judgment, or decree by which Guarantor is bound; (v) The person executing this Guarantee on behalf of Guarantor has all requisite authority to do so, as a duly authorized signatory of Guarantor; and (vi) Guarantor is solvent and will not be rendered insolvent by reason of this Guarantee. 16. Whenever it is provided herein that notice, demand, request, consent, approval or other communication shall or may be given to, or served upon, either of the parties by the other, or whenever either of the parties desires to give or serve upon the other any notice, demand request, consent, approval or other communication with respect hereto, each such notice, demand, request, consent, approval or other communication (herein referred to in this Section 16 as a "Notice") shall be in writing and shall be effective for any purpose only if given or served by (i) certified or registered U.S. Mail, postage prepaid, return receipt requested, (ii) personal delivery with a signed receipt or (iii) a recognized national courier service, addressed as follows (or to such other addresses as a party may direct by a Notice to the other party hereto; provided, however, that the number of parties to receive such Notice, together with copies thereof, shall not be increased): MI962620.0669/18/96 - 8 - if to Guarantor: City of Miami Beach City Manager 1700 Convention Center Drive Miami Beach, Florida 33139 with a copy to: City of Miami Beach City Attorney 1700 Convention Center Drive Miami Beach, Florida 33139 and with a copy to: Squire, Sanders & Dempsey Two Renaissance Square Phoen~,Arizona 85004 Attention: Richard F. Ross, Esq. if to Tenant prior to the Hotel Opening Date: MB Redevelopment, Inc. 407 Lincoln Road Suite 6-K Miami Beach, Florida 33139 Attention: Eric Nesse if to Tenant on or after the Hotel Opening Date: MB Redevelopment, Inc. c/o Loews Miami Beach Hotel 1601 Collins Avenue Miami Beach, Florida 33139 Attention: General Manager with a copy to: Loews Hotels Holding Corporation 667 Madison Avenue New York, New York 10021 Attention: Corporate Secretary MI962620.0669/18/96 - 9 - and to: Hughes Hubbard & Reed 201 S. Biscayne Boulevard, Suite 2500 Miami, Florida 33131 Attention: William A. Weber, Esq. Any such Notice may be given, in the manner provided in this Section, on behalf of any party by such party's attorneys as designed by such party by Notice hereunder. Every Notice shall be effective on the date actually received, as indicated on the receipt therefor or on the date delivery thereof is refused by the recipient thereof. 18. The acceptance by Tenant of this Guarantee shall constitute its acceptance of the terms and provisions hereof. 19. Notwithstanding anything to the contrary contained in this Guarantee, if, and only if, the Requirements so require, the obligations of Guarantor under this Guarantee shall be required to be satisfied solely from Non-Ad Valorem Funds (as hereinafter defined) budgeted and appropriated by the City on an annual basis as described in this Section 19. In which event, Guarantor hereby covenants and agrees to appropriate in its annual budget, or by amendment thereto, if necessary, from Non-Ad Valorem Funds lawfully available in each fiscal year, amounts sufficient to satisfy all of its obligations under this Guarantee and under that certain Guarantee dated the date hereof given by Guarantor to MB Redevelopment, Inc. with respect to the obligations of the Agency under the Garage Easement Agreement (the "Garage Easement Guarantee"). Such covenant and agreement on the part of the Guarantor to budget and appropriate such amounts of Non-Ad Valorem Funds shall be cumulative to the extent not paid, and shall continue until such Non-Ad Valorem Funds or other legally available funds in amounts sufficient to satisfy all of Guarantor's obligations under this Guarantee and under the Garage Easement Guarantee shall have been budgeted, appropriated and actually paid. Subject to the provisions of this Section 19, such covenant and agreement on the part of the Guarantor to budget and appropriate such amount of Non-Ad Valorem Funds as security for the performance of all of its obligations under this Guarantee shall in no way be construed as limiting the liability of Guarantor under this Guarantee. Notwithstanding the foregoing covenant and agreement of the Guarantor, the Guarantor does not covenant to maintain any services or programs now provided or maintained by the Guarantor, which generate Non-Ad Valorem Funds. Such covenant and agreement to budget and appropriate does not create any lien upon or pledge of such Non-Ad Valorem Funds, nor does it preclude the Guarantor from pledging in the future its Non-Ad Valorem Funds, nor does it require the Guarantor to levy and collect any particular Non-Ad Valorem Funds, nor does it give MB MI962620.0669/18/96 - 10- Redevelopment, Inc. a prior claim on the Non-Ad Valorem Funds as opposed to claims of general creditors of the Guarantor. Such covenant and agreement to appropriate Non-Ad Valorem Funds is subject in all respects to the payment of obligations secured by a pledge of all or portions of the Non-Ad Valorem Funds heretofore or hereinafter entered into (including the payment of debt service on bonds and other debt instruments). However, the covenant and agreement to budget and appropriate in its general annual budget or amendment thereto for the purposes and in the manner stated herein shall have the effect of making available in the manner described herein Non-Ad Valorem Funds and placing on the Guarantor a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its obligations hereunder and under the Garage Easement Guarantee; subject, however, in all respects to the restrictions of Section 166.241 (3), Florida Statutes, which provides, in part, that the governing body of each municipality make appropriations for eagh fiscal year which, in anyone year, shall not exceed the amount to be received from taxation or other revenue sources; and subject further, to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the City or which are legally mandated by applicable law. To the extent Requirements do not require that the obligations of Guarantor hereunder be satisfied solely from Non Ad-Valorem Funds as described in this Section 19, Tenant shall have all the rights and remedies available at law or in equity under the laws of the State of Florida." The term "Non Ad-Valorem Funds" shall mean all revenues of the Guarantor derived from any source other than ad valorem taxation on real or personal property, which are legally available to make the payments required herein, but only after provision has been made by the Guarantor for the payment of all essential or legally mandated services. Guarantor hereby covenants and agrees not to consent to the issuance by Owner of any additional Tax Increment Financing Bonds relating to the City Center/Historic Convention Center Village Redevelopment and Revitalization Area ("TIF Bonds") until such time as Garage Substantial Completion has occurred, except (i) to the extent proceeds of such TIF Bonds are applied directly to Garage Substantial Completion or (ii) to fund other improvements related to or in support of the Hotel or Site 1-B (as defined in the Ground Lease). 20. This Guarantee shall terminate, and Guarantor shall be released from any and all further obligations and liabilities hereunder, at such time as the Completion Obligation has been performed (except as otherwise provided in Section 8 or Section 9 hereof) . 21. This Guarantee and the obligations of Guarantor hereunder are solely corporate obligations of the Guarantor, and no personal liability whatever shall attach to, or is or MI962620.0669/18/96 - 11 - shall be incurred by, the incorporators, stockholders, officers, members, partners, holders of other ownership interests, directors, elected or appointed officials (including, without limitation, the Mayor and commissioners of the Guarantor) or employees of the Guarantor, or of any successor corporation or other successor entity, or any of them, under or by reason of the obligations, covenants or agreements contained in this Guarantee or implied therefrom; and any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer, member, partner, holder of other ownership interest, director or employee, as such, or under or by reason of the obligations, covenants or agreements contained in this Guarantee or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the execution and delivery of this Guarantee by Guarantor. EXECUTED as of the day and year first above written. ATTEST: By: R0~+ V~ Robert Parcher Name: ro~t- YQ6ZclJ'€Z City Clerk ~ :' L' ~ ..0 ;", '"It BY~~' Date 0/ be) /f -6 , MI962620.0669/18/96 - 12-