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82. Fee Guaranty and Environmental Indemnity Agreement 4874-3939-6483.6 FEE GUARANTY AND ENVIRONMENTAL INDEMNITY AGREEMENT This FEE GUARANTY AND ENVIRONMENTAL INDEMNITY AGREEMENT (herein the “Agreement”) is made and entered into as of December 1, 2023, by and among 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 (together with its successors and assigns, the “Governmental Lender”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized under the laws of the United States and having a designated corporate trust office located in Jacksonville, Florida, as fiscal agent under the Funding Loan Agreement (hereafter defined) (together with its permitted successors and assigns, the “Fiscal Agent”) and as fiscal agent, VISTA BREEZE, LTD., a Florida limited partnership (the “Borrower”), APC VISTA BREEZE, LLC, a Florida limited liability company, its managing general partner, VISTA BREEZE HACMB, INC., a Florida corporation, ATLANTIC PACIFIC COMMUNITIES, LLC, a Delaware limited liability company, APC VISTA BREEZE DEVELOPMENT, LLC, a Florida limited liability company, HACMB DEVELOPMENT, LLC, a Florida limited liability company, HOWARD D. COHEN REVOCABLE TRUST, and HOWARD D. COHEN, individually (the “Indemnitors”). W I T N E S S E T H: WHEREAS, pursuant to the terms and provisions of that certain Funding Loan Agreement dated as of December 1, 2023, as amended and restated pursuant to the Amended and Restated Funding Loan Agreement effective as of the Conversion Date (collectively, the “Funding Loan Agreement”), among Bank of America, N.A., in its capacity as Initial Funding Lender (the “Initial Funding Lender”), the Governmental Lender and the Fiscal Agent; the Governmental Lender has issued its $32,500,000 Housing Finance Authority of Miami-Dade County, Florida Multifamily Housing Revenue Note, Series 2023 (Vista Breeze) (the “Governmental Lender Note”); and WHEREAS, pursuant to the terms and provisions of that certain Construction Phase Borrower Loan Agreement dated as of December 1, 2023 (the “Construction Phase Borrower Loan Agreement”), and, following Conversion, the Amended and Restated Borrower Loan Agreement (the “Permanent Phase Borrower Loan Agreement” and, together with the Construction Phase Borrower Loan Agreement, the “Borrower Loan Agreements”), among the Governmental Lender, the Fiscal Agent and the Borrower, the Governmental Lender has agreed to make a construction period mortgage loan pursuant to the Construction Phase Borrower Loan Agreement (the “Construction Phase Loan”) and a permanent phase mortgage loan pursuant to the Permanent Phase Borrower Loan Agreement (the “Permanent Phase Loan” and, together with the Construction Phase Loan, the “Loans”) for the purpose of financing the acquisition and construction of a multifamily rental housing development located on the property described on Exhibit “A” attached hereto (the “Project”); and WHEREAS, as a condition of the Governmental Lender making the Loans and issuing the Governmental Lender Note, the Governmental Lender requires the Indemnitors to enter into this Agreement for the benefit of the Governmental Lender and the Fiscal Agent; and WHEREAS, any capitalized term used herein and not otherwise defined shall have the meaning ascribed to such term in the Funding Loan Agreement or Borrower Loan Agreements, as applicable. NOW, THEREFORE, the parties hereto agree as follows: 2 4874-3939-6483.6 Section 1. Indemnification. A. Notwithstanding any other provision in the Financing Documents to the contrary, the Indemnitors hereby agree, on a joint and several basis, to indemnify and hold harmless the Governmental Lender and the Fiscal Agent, their respective officers, employees, agents, successors and assigns (collectively, the “Indemnified Parties” and, individually, an “Indemnified Party”) from and against all claims, demands, losses, costs, fines, penalties, judgments, suits, proceedings, orders, forfeitures, damages (including, without limitation, consequential damages suffered by a third party claimant) and expenses of every kind and nature whatsoever, whether joint or several, that arise out of or relate to any Hazardous Material at, on, in, under, affecting or otherwise related to any portion of the Project. The foregoing indemnity includes, but is not limited to, the following: reasonable out-of-pocket attorneys’ and consultants’ fees and court costs (including those incurred at the appellate level); all actual out-of-pocket costs of removing, remediating, and implementing corrective action required by the applicable governmental authority with respect to, abating or otherwise responding to Hazardous Materials (hereinafter defined) relating to the Project; costs incurred to avoid the imposition of, or to discharge, a lien on the Project arising out of any environmental law, regulation, order or cleanup; all actual out-of-pocket costs of determining whether the Project is, and causing the Mortgaged Property to be, in compliance with all applicable environmental laws, regulations and orders (provided reasonable cause existed for incurring such costs); and all actual out-of-pocket costs associated with claims for injury to persons, property or natural resources. For purposes herein, “Hazardous Material” means (i) any “hazardous substance” defined as such in (or for the purposes of) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.A. § 9601(14), as amended from time to time, or any so-called “superfund” or “superlien” law, including the judicial interpretation thereof, (ii) any “pollutant or contaminant” as defined in 42 U.S.C.A. § 9601(33), as amended from time to time, (iii) any material now defined as “hazardous waste” pursuant to 40 C.F.R. Part 260, (iv) any petroleum, including crude oil or any fraction thereof, (v) any natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel, (vi) any “hazardous chemical” as defined pursuant to 29 C.F.R. Part 1910, as amended from time to time, and (vii) any other substance, regardless of physical form, that is subject to any other law or other past, present or future requirement of any governmental authority regulating, relating to, or imposing obligations, liability or standards of conduct concerning the protection of human health, plant life, animal life, natural resources, property or the reasonable enjoyment of life or property free from the presence in the environment of any solid, liquid, gas, odor or any form of energy, from whatever source; provided, however, that the term “Hazardous Materials” shall not apply to substances in quantities that are generally recognized to be appropriate to normal residential uses and to maintenance of mortgaged property and to substances in limits acceptable under applicable law. B. In the event that any Indemnified Party receives notice that any action or proceeding has been brought against such Indemnified Party with respect to which indemnity may be sought hereunder, such Indemnified Party shall, as a condition of such indemnification, give written notice thereof to one of the Indemnitors within twenty (20) days after receipt of such notice. The Indemnitors, upon timely written notice from the Indemnified Party, shall assume the investigation and defense thereof, including the employment of counsel selected by the Indemnitors, subject to the approval of the Indemnified Party, which approval shall not be unreasonably withheld in such party’s reasonable discretion, and shall assume the payment of all expenses related thereto, with full power to litigate, compromise or settle the same in its sole discretion; provided that the Governmental Lender and the Fiscal Agent shall have the right to review and approve or disapprove any such compromise or settlement, which approval shall not unreasonably be conditioned, delayed or denied. In the event of a conflict of interest either between any of the Indemnitors and any Indemnified Party or among any Indemnified Parties, each Indemnified Party 3 4874-3939-6483.6 with respect to which such conflict of interest exists shall have the right to employ separate counsel in any such action or proceeding and participate in the investigation and defense thereof, and the Indemnitors shall pay the reasonable fees and expenses of such separate counsel; provided, however, that unless such separate counsel is employed under the circumstances described above, the Indemnitors shall not be required to pay the fees and expenses of such separate counsel. C. Notwithstanding any transfer of the Project to another owner or transfers of ownership interest in the Borrower, in accordance with the provisions of the Financing Documents, the Indemnitors shall remain obligated to indemnify each Indemnified Party pursuant to this Agreement with respect to acts and occurrences which arose during the Borrower’s ownership of the Project. D. Except as otherwise provided herein, the obligations of the Indemnitors under this Agreement shall survive, and shall in no way be limited, impaired or otherwise affected by acceptance by any person of a deed in lieu of foreclosure, the redemption of the Governmental Lender Note, and/or the release by the Governmental Lender or the Fiscal Agent of the Financing Documents, and shall be independent of the obligations of the Borrower to the Governmental Lender and the Fiscal Agent in connection with any of the Financing Documents. The rights of the Governmental Lender and the Fiscal Agent under this Agreement shall be in addition to any other rights and remedies of the Governmental Lender and the Fiscal Agent under any of the Financing Documents or at law. E. Any amount claimed hereunder, accompanied by appropriate backup information by an Indemnified Party and an explanation of the amounts claimed, not paid by the Indemnitors within thirty (30) days after written demand from such Indemnified Party shall bear interest at the prime rate of the Fiscal Agent, plus 2.00%. F. In the event of any inconsistencies or conflicts between the terms of this Section 1 and the terms of the Financing Documents (including any exculpatory language contained therein), the terms of this Section shall control, provided however, that it is not the intention of the part ies hereto to change directly or indirectly the nature of the Indemnitors’ nonrecourse obligation with respect to payment of the Governmental Lender Note under the Financing Documents. G. The liability of the Indemnitors under this Section 1 shall in no way be limited, impaired or otherwise affected by, and Indemnitors hereby consent to and agree to be bound by, any amendment or modification of the provisions of the Financing Documents made with the consent of the Borrower in accordance with the terms thereof. In addition, except as otherwise provided herein, the liability of the Indemnitors under this Section 1 shall in no way be limited, impaired or otherwise affected by (i) any extensions of time for or waivers of performance of any covenants or obligations set forth in any of the Financing Documents, (ii) any sale, assignment or transfer of the Governmental Lender Note or any of the Financing Documents or any sale or transfer of all or part of the Project or other security relating to the Governmental Lender Note, (iii) the release of the Borrower or any other person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the Financing Documents by operation of law, the Governmental Lender’s or the Fiscal Agent's voluntary act, or otherwise, (iv) the Governmental Lender’s or the Fiscal Agent's failure to perfect, protect, secure or insure any security interest or lien given or granted as security for the performance of the obligations and covenants of the Borrower pursuant to the Financing Documents, or (v) any delay or omission by the Governmental Lender or the Fiscal Agent in its choice of remedies under the Financing Documents, which with the passage of time and events may or may not prove to have been the best choice to maximize recovery by the Governmental Lender or the Fiscal Agent at the lowest cost to the Indemnitors, it being understood that such choice of remedies will necessarily be and should properly be a matter of business judgment. 4 4874-3939-6483.6 H. To the extent allowed by law, each of the Indemnitors hereby waives (i) any and all notices and demands of every kind which may be required to be given by any statute, rule or law, (ii) any defense, right of set-off or other claim which any Indemnitor may have against any Indemnified Party, or (iii) any and all formalities which otherwise might be legally required to charge the Indemnitors with liability hereunder; provided, however, that the Indemnitors shall have no liability hereunder for any claims settled without the Indemnitors’ consent and shall have no liability hereunder unless the Indemnitors receive timely written notice as set forth in paragraph B hereof. I. No modification or waiver of any of the provisions of this Section 1 shall be binding upon any party hereto except as expressly set forth in a writing duly signed and delivered on behalf of such party. J. Any notice, demand, request or other communication which any party hereto may be required or may desire to give hereunder shall be in writing and shall be deemed to have been properly given if given in accordance with terms of the Funding Loan Agreement. K. Notwithstanding anything to the contrary contained herein, the Indemnitors shall have no liability to an Indemnified Party, or, as appropriate, liability shall be reduced by any applicable comparative negligence statutes, in connection with a specific claim for indemnity by an Indemnified Party if a court of competent jurisdiction shall determine that such claim for damages arises out of or was caused by the gross negligence or willful misconduct or intentional acts of such Indemnified Party. The Indemnitors shall have no further liability under this Agreement for any acts or omissions occurring aft er a Security Instrument foreclosure or deed in lieu of foreclosure whereby as a result therefrom neither the Borrower nor a related party to the Borrower has any interest in the Project. Section 2. Fee Guaranty. Notwithstanding any provision in any of the Financing Documents or any other resolution or document to the contrary, the Indemnitors agree to pay the Governmental Lender Fee, the Ordinary Fiscal Agent's Fees and Expenses and the Extraordinary Fiscal Agent's Fees and Expenses and all other fees and reasonable out of pocket expenses incurred by the Governmental Lender, its counsel, financial advisors and Bond Counsel and the Fiscal Agent and its counsel in connection with the transactions contemplated under any of the Financing Documents. This Section 2, until the agreements set forth herein are completely executed, shall survive the payment of the Governmental Lender Note and/or the disposition of the Project. Section 3. Termination. This Agreement shall terminate on the date that certain Land Use Restriction Agreement, dated as of December 1, 2023, by and among the Governmental Lender, the Fiscal Agent and the Borrower, terminates pursuant to Section 13 thereof; provided, however, that this Agreement shall continue and the Indemnitors shall remain obligated hereunder for any causes arising or accruing prior to such termination. Section 4. Counterparts. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original, but such counterparts shall together constitute but one and the same agreement, and in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. Section 5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of law principles. [Signature Page Follows] IN WITNESS WHEREOPF, the parties hereto have caused this Fee Guaranty and Environmental Indemnity Agreement to be executed as of the date above written. Governmental Lender: HOUSING FINANCE AUTHORITY OF MIAMI-DADE COUNTY, FLORIDA Uf ATTEST: By: i: | Name: Don L. Horn Title: Chair S-1 [Counterpart Signature Page - Fee Guaranty and Environmental Indemnity Agreement] 4874-3939-6483.5 Fiscal Agent: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Fiscal Agent ay heer Crean ry Namé: Stephidnie A. Greene-Matjhews Title: Vice President $-2 [Counterpart Signature Page - Fee Guaranty and Environmental Indemnity Agreement] 4874-3939-6483.5 Borrower / Indemnitor: VISTA BREEZE, LTD., a Florida limited partnership By: APC Vista Breeze, LLC, a Florida limited liabiljjty company, its managi wea ener 4 ce Keb Nay! Titl¢é: Vice Ps yf Guarantor: APC VISTA BREEZE, L a Meh ye me: ae N os pe Vice Pres aa Guarantor: VISTA BREEZE HACMB, INC., a Florida not for profit corporation By: Name: Miguell Del Campillo Title: Executive Director Guarantor: ATLANTIC PACIFIC COMMUNITIES, LLC, a ce liabilj WA e: Keh neth ip Pr 5-3 [Counterpart Signature Page - Fee Guaranty and Environmental Indemnity Agreement] 4874-3939-6483.5 Borrower / Indemnitor: VISTA BREEZE, LTD., a Florida limited partnership By: APC Vista Breeze, LLC, a Florida limited liability company, its managing genera! partner By: _ Name: Kenneth Naylor Title: Vice President Guarantor: APC VISTA BREEZE, LLC, a Florida limited liability company By: Name: Kenneth Naylor Title: Vice President Guarantor: REEZEHACMB, INC., ot for profit corporation Name: Miguell Del Carhpilio Title: Executive Director Guarantor: ATLANTIC PACIFIC COMMUNITIES, LLC, a Delaware limited liability company By: Name: Kenneth Naylor Title: Chief Operating Officer S-3 {Counterpart Signature Page - Fee Guaranty and Environmental Indemnity Agreement] 4874-3939-6483.5 [Counterpart Signature Page - Fe 4874-3939-6483.5 Guarantor: APC VISTA BREEZE DEVELOPMENT, LLC, a Florida limi jabili By: Name: Howard D. Cohen Title: Manager Guarantor: HACMB DEVELOPMENT, LLC, a Florida limited liability company By: Miami Beach Housing Initiatives, Inc., a Florida not for profit corporation, its sole member By: Name: Miguell Del Campillo Title: Executive Director Guarantor: HOWARD D. COHEN REVOCABLE TRUST By: ‘7, Name: HowardD. Cohen Title: Trustee Guarantor Howard D. Cohen, Individually 5-4 e Guaranty and Environmental Indemnity Agreement] Guarantor: APC VISTA BREEZE DEVELOPMENT, LLC, a Florida limited liability company By: Name: Howard D. Cohen Title: Manager Guarantor: HACMB DEVELOPMENT, LLC, a Florida limited liability company By: Miami Beach Housing Initiatives, Inc., a FloAda not for profit corporation, its sole mem By: ; Name: Miguell Del CampiJid Title: Executive Director Guarantor: HOWARD D. COHEN REVOCABLE TRUST UNDER AGREEMENT DATED 4/6/1993 By: Name: Howard D. Cohen Title: Trustee Guarantor By: Howard D. Cohen, Individually S-4 {Counterpart Signature Page - Fee Guaranty and Environmental Indemnity Agreement] 4874-3939-6483.5 A-1 4874-3939-6483.6 EXHIBIT A LEGAL DESCRIPTION That leasehold estate created by that Second Amended and Restated Ground Lease, by and between Vista Breeze, Ltd., a Florida limited partnership, and the Housing Authority of The City of Miami Beach, a public body corporate and politic, as evidenced by that Amended and Restated Memorandum of Lease to be recorded over the following described lands: PARCEL 1: LOT 3, 4 and 5, Block 55, OF NORMANDY GOLF COURSE, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 44, AT PAGE 62, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. PARCEL 2: LOTS 6, 7 and 8, BLOCK 56, NORMANDY GOLF COURSE SUBDIVISION, ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK 44, PAGE 62, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA.