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11. Guaranty Agreement - Vista Breeze #231156613_v4 GUARANTY AGREEMENT This GUARANTY AGREEMENT (this “Guaranty”) is made as of December 15, 2023, by HOWARD D. COHEN, an individual resident of the State of Florida (the “Individual Guarantor”) and HOWARD D. COHEN REVOCABLE TRUST U/A/D 4/6/1993 (the “Trust Guarantor”, and together with the Individual Guarantor, jointly and severally, collectively, the “Guarantor”) in favor of BANK OF AMERICA, N.A., a national banking association (together with its successors, participants, and assigns, the “Initial Funding Lender”). RECITALS A. VISTA BREEZE, LTD., a Florida limited partnership (the “Borrower”) is the owner of a leasehold interest in certain real property located at 175 S. Shore Drive and 280 S. Shore Drive, Miami, Florida 33141 (the “Land”). Pursuant to Chapter 159, Part IV, Florida Statutes, as amended, Resolution R-1194-78 adopted by the Board of County Commissioners of Miami-Dade County on October 17, 1978, Ordinance No. 78-89 enacted by the Board on December 12, 1978 and Ordinance No. 11-99 enacted by the Board on December 6, 2011, the Housing Finance Authority of Miami-Dade County, Florida, a public body corporate and politic organized and existing under the laws of the state of Florida (the “Governmental Lender”) has determined to make a mortgage loan to Borrower in a principal amount up to Thirty-Two Million Five Hundred Thousand and No/100 Dollars ($32,500,000.00) (the “Construction Phase Project Loan”) to finance the construction of a 119-unit low-income housing development project on the Land known or to be known as “Vista Breeze” (the “Project”). Governmental Lender has agreed to make the Construction Phase Project Loan to Borrower pursuant to the terms and conditions of that certain Construction Phase Borrower Loan Agreement dated December 1, 2023, by and among The Bank of New York Mellon Trust Company, N.A., a national banking association, as fiscal agent (in such capacity, “Fiscal Agent”), Borrower and Governmental Lender (as amended, restated, supplemented or otherwise modified, the “Construction Phase Project Loan Agreement”). The Construction Phase Project Loan is evidenced by that certain Construction Phase Project Loan Note from Borrower, as maker, payable to order of Governmental Lender, dated as of December 15, 2023 (as amended, restated, supplemented or otherwise modified, the “Construction Phase Project Loan Note”). Borrower’s obligations, liabilities and indebtedness to Governmental Lender under and in connection with the Construction Phase Project Loan (collectively, the “Construction Phase Project Loan Obligations”) are secured by, among other things, that certain Leasehold Mortgage, Assignment of Rents, Security Agreement and Fixture Filing for the benefit of Governmental Lender (as amended from time to time, the “Security Instrument”) dated as of the date hereof, encumbering all of Borrower’s rights, title and interest in and to the Land, the Project and certain other property as more particularly described in the Security Instrument (the “Property”). All agreements, instruments and documents which evidence, secure, guaranty or otherwise govern the Construction Phase Project Loan, including, without limitation, the Construction Phase Project Loan Agreement, the Construction Phase Project Loan Note and the Security Instrument, as amended, restated, supplemented or otherwise modified, are herein collectively referred to as the “Construction Phase Project Loan Documents”. In addition, pursuant to the terms and conditions of the Construction Phase Project Loan Agreement, Governmental Lender has appointed Bank of America, N.A., a national banking association, in its capacity as “Servicer” under the Construction Phase Project Loan Documents. Vista Breeze Guaranty Agreement 2 B. In order to obtain the funds necessary to enable Governmental Lender to make the Construction Phase Project Loan to Borrower, Governmental Lender has determined to obtain a loan (the “Funding Loan”) from Initial Funding Lender in a principal amount up to Thirty-Two Million Five Hundred Thousand and No/100 Dollars ($32,500,000.00). Initial Funding Lender has agreed to make the Funding Loan to Governmental Lender in accordance with the terms and conditions of that certain Funding Loan Agreement by and among Initial Funding Lender, Governmental Lender and Fiscal Agent (as amended, restated, supplemented or otherwise modified, the “Funding Loan Agreement”). The Funding Loan is evidenced by that certain Multifamily Housing Revenue Note, Series 2023 (Vista Breeze) dated as of December 1, 2023 from Governmental Lender, as maker, payable to the order of Initial Funding Lender. The Funding Loan is and will be funded on a draw-down basis. The Funding Loan proceeds have been or will be used to make advances under the Construction Phase Project Loan in accordance with the terms and conditions of the Construction Phase Project Loan Documents. Governmental Lender’s obligations, liabilities and indebtedness under and in connection with the Funding Loan are secured by a first priority pledge of, lien on, and security interest in, all of Governmental Lender’s rights, title and interest in, to and under the Construction Phase Project Loan and the Construction Phase Project Loan Documents, pursuant to the terms and conditions of the Funding Loan Agreement. To further evidence and perfect such pledge, Governmental Lender has duly endorsed the Construction Phase Project Loan Note to the order of Fiscal Agent, in trust for the benefit of Initial Funding Lender, and has executed and delivered to Fiscal Agent that certain Assignment of Mortgage and Collateral Loan Documents (“Project Loan Assignment”) dated as of the date hereof, assigning to Fiscal Agent, in trust for the benefit of Initial Funding Lender, among other things, all of Governmental Lender’s right, title and interest under the Security Instrument. The Project Loan Assignment has been or will be recorded among the Public Records of Miami-Dade County, Florida. C. As a condition precedent to its executing the Funding Loan Agreement and the Construction Disbursement Agreement, dated as of the date hereof by and between Borrower and Initial Funding Lender (the “Construction Disbursement Agreement”), Initial Funding Lender has required that Guarantor execute and deliver this Guaranty to Initial Funding Lender. D. Any capitalized term used and not defined in this Guaranty shall have the meaning given to such term in the Construction Disbursement Agreement. As used herein, the term “Indebtedness” is broadly defined to mean and include all principal, interest (including interest accruing after maturity and after the commencement of any bankruptcy or insolvency proceeding by or against Borrower, whether or not allowed in such proceeding), prepayment premiums, fees, late charges, costs, expenses, indemnification indebtedness, and other sums of money now or hereafter due and owing, or which Borrower is obligated to pay, pursuant to the terms of the Construction Phase Project Loan Note, the Construction Disbursement Agreement, the Security Instrument, the Environmental Indemnity, any application, agreement, note or other document executed and delivered in connection with any letter of credit, any of the other Construction Phase Project Loan Documents, or any Swap Contract, as the same may from time to time be amended, supplemented, restated or otherwise modified. The Indebtedness includes all costs and expenses incurred by Initial Funding Lender in seeking to enforce Initial Funding Lender’s rights and remedies with respect to the Indebtedness, including court costs, costs of alternative dispute resolution and reasonable attorneys’ fees, whether or not suit is filed or other proceedings are initiated thereon. Vista Breeze Guaranty Agreement 3 AGREEMENTS For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and in order to induce Initial Funding Lender to execute the Funding Loan Agreement and the Construction Disbursing Agreement, pursuant to the terms and conditions herein set forth Guarantor hereby guarantees to Initial Funding Lender the prompt and full payment and performance of the indebtedness and obligations described below in this Guaranty (collectively called the “Guaranteed Obligations”). Section 1. Guaranty of Payment. Guarantor hereby unconditionally and irrevocably guarantees to Initial Funding Lender the following: (a) The punctual payment when due, whether by lapse of time, by acceleration of maturity, or otherwise, of all Indebtedness. This Guaranty covers the Indebtedness presently outstanding and the Indebtedness arising subsequent to the date hereof, including all amounts advanced by Initial Funding Lender in stages or installments. The guaranty of Guarantor as set forth in this Section is a continuing guaranty of payment and not a guaranty of collection. (b) The payment of any and all amounts due under the Construction Contract that are not covered by the proceeds of the Construction Phase Project Loan, the Subordinate Loans, the Capital Contributions and deferral of developer fees necessary to complete the Improvements, taking into consideration available contingencies and reallocation of Development Budget line items, which Guarantors acknowledge is a requirement of Borrower under Section 1.2 of the Construction Disbursement Agreement, and Guarantor shall make such deposit(s) required under Section 1.2 of the Construction Disbursement Agreement if Borrower is unable to make such required deposit(s). (c) If for any reason any amount of the HOME Loan proceeds from the City are unavailable for any reason and Borrower does not find substitute funds in the same amount to be available during the term of the Construction Phase Project Loan, then Guarantor agrees that it will fund the amount of the HOME Loan proceeds that are not disbursed by the City. Section 2. Guaranty of Performance and Cost of Completion. (a) Guarantor hereby unconditionally and irrevocably guarantees to Initial Funding Lender the complete performance when due of all other Obligations (as defined in the Security Instrument) of Borrower under all of the Construction Phase Project Loan Documents, including, without limiting the generality of the foregoing, all such Obligations of Borrower to: (i) Complete, and pay the cost of completing, Construction of the Improvements (exclusive of tenant improvement work) in accordance with the Construction Phase Project Loan Documents and the Project Schedule, and substantially in accordance with the Plans and Specifications, as the same may be modified from time to time, free and clear of all liens and Vista Breeze Guaranty Agreement 4 encumbrances (other than Permitted Encumbrances, as defined in the Security Instrument) and in compliance with all applicable Laws; (ii) Complete, and pay the cost of completing, all tenant improvement work required under any Lease and cause the proper disbursement of tenant improvement allowances, all in accordance with the respective Lease and the Construction Phase Project Loan Documents, and substantially in accordance with the applicable tenant improvement plans and specifications; (iii) Pay all other expenses, charges, costs and fees of or relating to the Construction of the Improvements in accordance with the Construction Disbursement Agreement, including hard costs, soft costs (excluding interest on the Construction Phase Project Loan except to the extent guaranteed in Section 1), all Developer Fees, all permitting fees, licensing fees, amounts payable under the Development Agreement, the Construction Contracts, the Architect’s Contract, all other construction contracts and all subcontracts, and amounts payable to the General Contractor and all architects, engineers and other consultants (including the Construction Inspector) engaged in the Construction of the Improvements; (iv) Within the period and to the extent required by the Construction Phase Project Loan Documents, cause the removal of any mechanic’s lien or other lien or encumbrance (other than Permitted Encumbrances, as defined in the Security Instrument) filed against the Property in connection with the Construction of the Improvements by payment, bonding or other security satisfactory to Initial Funding Lender in its sole and absolute discretion; (v) Make all deposits required under the terms of the Construction Disbursement Agreement and the other Construction Phase Project Loan Documents, as and when required; (vi) Promptly pay in full and discharge all Property Assessments (as that term is defined in the Security Instrument) prior to the day upon which the same shall become delinquent (subject to the terms of the Security Instrument regarding permitted contests of such Property Assessments); (vii) Pay, at or before the times required by the Construction Phase Project Loan Documents, the premiums on all policies of insurance required to be maintained under the terms of the Construction Phase Project Loan Documents; and (viii) Duly and punctually perform and observe all other terms, covenants and conditions of the Construction Phase Project Loan Note, the Construction Disbursement Agreement, the Security Instrument, the Environmental Indemnity, all other Construction Phase Project Loan Documents, and any Swap Contract. For purposes of this Guaranty, completion of Construction of the Improvements shall be deemed to occur only at such time as all of the conditions of the Construction Disbursement Agreement shall have been completely satisfied with respect to the final advance of Construction Phase Project Loan proceeds for the hard costs for the Construction of the Improvements and all tenant improvements, including the issuance of such final certificates of occupancy or their equivalent as the Construction Disbursement Agreement may require including the issuance of such temporary certificates of occupancy or their equivalent together with such architect and other Vista Breeze Guaranty Agreement 5 certifications as the Construction Disbursement Agreement may require. The foregoing obligations guaranteed under this Subsection are defined as the “Guaranteed Performance Obligations”. The Guaranteed Performance Obligations are included as part of the Guaranteed Obligations for all purposes of this Guaranty. (b) If the Guaranteed Performance Obligations are not timely performed in accordance with the Construction Phase Project Loan Documents and the Project Schedule, and substantially in accordance with the Plans and Specifications and any tenant improvement plans and specifications, as stated above, or are not free of liens, encumbrances, claims and demands upon the completion thereof of any Persons furnishing materials, labor or services for or in connection with the Construction of the Improvements or the equipping or completion thereof, in addition to Initial Funding Lender’s other rights and remedies under the Construction Phase Project Loan Documents, Initial Funding Lender may elect, in its sole and absolute discretion, to: (i) Require Guarantor to complete the Construction of the Improvements in accordance with the Construction Phase Project Loan Documents and the Project Schedule, and substantially in accordance with the Plans and Specifications and the tenant improvement plans and specifications; or (ii) Cause the completion of the Construction of the Improvements in accordance with the Construction Phase Project Loan Documents and the Project Schedule, and substantially in accordance with the Plans and Specifications and the tenant improvement plans and specifications, to be accomplished by or through any agent, contractor, subcontractor or third party of Initial Funding Lender’s selection. In either case as described above, Guarantor will fully indemnify and hold harmless Initial Funding Lender for, from and against all loss, cost, damage, expense or liability that Initial Funding Lender may suffer in respect of Initial Funding Lender’s exercise of its rights under this Guaranty, the performance of the Guaranteed Performance Obligations and the completion of the Construction of the Improvements as required pursuant to the Construction Disbursement Agreement except to the extent that the same may result from the misconduct or gross negligence of Initial Funding Lender or any of its employees or agents. Also in either case, if Initial Funding Lender in accordance with the applicable provisions of the Construction Disbursement Agreement shall (A) cause any construction, renovation or equipping of the Improvements to be done, (B) pay any costs in connection with the construction, renovation or equipping of the Improvements during the course of such construction, or (C) cause any such lien, claim or demand to be released or paid, then Guarantor shall pay to Initial Funding Lender on demand, from time to time, all sums paid and all costs and expenses incurred by Initial Funding Lender in connection therewith. (c) If Initial Funding Lender shall have requested Guarantor to complete or cause the completion of Construction of the Improvements or the renovation or equipping thereof, Guarantor shall be entitled to requisition and draw all of the undisbursed Construction Phase Project Loan proceeds intended to be used for the Construction of the Improvements pursuant to the Development Budget (but not in excess of the committed amount of the Construction Phase Project Loan), together with any deposits in the Borrower’s Deposit Account made with respect to the Construction of the Improvements. Initial Funding Lender shall disburse such funds for the Vista Breeze Guaranty Agreement 6 purpose of, and to the extent necessary for, completing the Construction of the Improvements in accordance with the Development Budget, provided that: (i) Guarantor shall be performing the Guaranteed Performance Obligations or causing the performance of the same with due diligence; (ii) Guarantor shall have made all required deposits into the Borrower’s Equity Account and all other deposits required under the Construction Phase Project Loan Documents; (iii) All such disbursements of Construction Phase Project Loan proceeds to Guarantor shall be secured by the Security Instrument and any other collateral or security for the Construction Phase Project Loan with the same priority as all previous advances of Construction Phase Project Loan proceeds to Borrower; (iv) Guarantor shall have cured all monetary and non-monetary Defaults and Events of Default under the Construction Phase Project Loan Documents, provided that Guarantor shall not be required to cure any non-monetary Default or Event of Default which is personal to Borrower and therefore not susceptible to cure by Guarantor; (v) Guarantor shall otherwise comply with the provisions of the Construction Disbursement Agreement governing draw requests and disbursement of the Construction Phase Project Loan; and (vi) Borrower is not the subject of a then current petition for relief under any Debtor Relief Law, unless the applicable court having jurisdiction over such matter has approved the disbursement of Construction Phase Project Loan proceeds for such purpose. (d) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN ADDITION TO ALL OF INITIAL FUNDING LENDER’S OTHER RIGHTS HEREUNDER AND UNDER THE OTHER CONSTRUCTION PHASE PROJECT LOAN DOCUMENTS, WHETHER OR NOT INITIAL FUNDING LENDER SHALL ELECT TO COMPLETE THE IMPROVEMENTS IN ACCORDANCE WITH SUBSECTION (b)(ii) ABOVE, INITIAL FUNDING LENDER SHALL HAVE THE OPTION, IN ITS SOLE AND ABSOLUTE DISCRETION, TO REQUIRE GUARANTOR TO PAY TO INITIAL FUNDING LENDER, AS GUARANTOR’S SOLE LIABILITY FOR THE GUARANTEED PERFORMANCE OBLIGATIONS, AS LIQUIDATED DAMAGES AN AMOUNT EQUAL TO THE EXCESS, IF ANY, OF: (i) ALL HARD COSTS AND SOFT COSTS (EXCLUDING INTEREST EXCEPT TO THE EXTENT GUARANTEED IN SECTION 1) WHICH WOULD OTHERWISE HAVE BEEN INCURRED IN CONNECTION WITH THE COMPLETION OF CONSTRUCTION OF THE IMPROVEMENTS, (EVEN IF INITIAL FUNDING LENDER DOES NOT INTEND TO COMPLETE THE CONSTRUCTION OF THE IMPROVEMENTS), FREE OF LIENS IN ACCORDANCE WITH THE PROJECT SCHEDULE AND SUBSTANTIALLY IN ACCORDANCE WITH THE PLANS AND SPECIFICATIONS AND ANY APPLICABLE TENANT IMPROVEMENT PLANS AND SPECIFICATIONS, INCLUDING THOSE HARD COSTS AND SOFT COSTS (EXCLUDING INTEREST EXCEPT TO THE EXTENT GUARANTEED IN SECTION 1) Vista Breeze Guaranty Agreement 7 OCCASIONED BY, OR ARISING AS A RESULT OF, ANY EVENT OF DEFAULT (EVEN IF SUCH ITEM OF HARD COST OR SOFT COST IS NOT INCLUDED IN THE DEVELOPMENT BUDGET); MINUS (ii) AN AMOUNT EQUAL TO THE UNDISBURSED CONSTRUCTION PHASE PROJECT LOAN PROCEEDS AS OF THE EARLIER OF THE MATURITY DATE OR THE ACCELERATION OF THE CONSTRUCTION PHASE PROJECT LOAN FOLLOWING AN EVENT OF DEFAULT, EXCLUDING UNDISBURSED CONSTRUCTION PHASE PROJECT LOAN PROCEEDS ALLOCATED TO INTEREST RESERVE; MINUS (iii) AN AMOUNT EQUAL TO ALL SUMS ON DEPOSIT IN THE BORROWER’S DEPOSIT ACCOUNT. FOR PURPOSES OF THIS SUBSECTION, THE FOREGOING HARD COSTS AND SOFT COSTS SHALL BE EQUAL TO THE AMOUNT OF SUCH HARD COSTS AND SOFT COSTS AS ESTIMATED BY THE CONSTRUCTION INSPECTOR AT ANY TIME AFTER THE MATURITY DATE OR SUCH ACCELERATION OF THE CONSTRUCTION PHASE PROJECT LOAN, AS THE CASE MAY BE. ANY SUCH AMOUNT ESTIMATED BY THE CONSTRUCTION INSPECTOR SHALL BE CONCLUSIVE AND BINDING IN THE ABSENCE OF MANIFEST ERROR FOR PURPOSES OF DETERMINING GUARANTOR’S LIABILITY UNDER THIS SUBSECTION, PROVIDED THAT THE CONSTRUCTION INSPECTOR HAS MADE SUCH ESTIMATE OR DETERMINATION IN GOOD FAITH. SUCH PAYMENT SHALL BE DUE NO LATER THAN FIFTEEN (15) DAYS FOLLOWING INITIAL FUNDING LENDER’S WRITTEN DEMAND THEREFOR. IF INITIAL FUNDING LENDER ELECTS TO RECEIVE SUCH PAYMENT, ANY SUCH PAYMENT SHALL BE RETAINED BY INITIAL FUNDING LENDER AS LIQUIDATED DAMAGES, AND NOT AS A PENALTY, THE PARTIES AGREEING THE ESTIMATION OF SUCH COST OF COMPLETION WOULD BE DIFFICULT TO COMPUTE. (e) The liability and obligations under this Section shall not be limited or restricted by the existence of, or any terms of, the guaranty of payment under Section 1 or the guaranty of specific obligations under Section 3. Guarantor represents warrants and covenants that the Construction Disbursement Agreement and all Construction Phase Project Loan Documents have been duly authorized and executed by the signatories thereto (other than Initial Funding Lender) and are legal, valid and binding instruments, enforceable against such parties in accordance with their respective terms. Section 3. Guaranty and Indemnification of Specific Obligations. (a) Guarantor also hereby unconditionally and irrevocably guarantees payment of, and agrees to protect, defend, indemnify and hold harmless Initial Funding Lender for, from and against, any and all losses, damages or liability which may be suffered or incurred by, imposed on or awarded against Initial Funding Lender as a result of: