83. Guaranty of Completion - Vista Breeze
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4887-8937-0243.6
ABSOLUTE AND UNCONDITIONAL GUARANTY OF COMPLETION
(Vista Breeze)
This ABSOLUTE AND UNCONDITIONAL GUARANTY OF COMPLETION (this
“Guaranty”) is made as of December 1, 2023, by 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 not for profit 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 UNDER
AGREEMENT DATED 4/6/1993, and HOWARD D. COHEN, individually (each a “Guarantor” and
together with the Borrower, the “Guarantors”), to 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”), and THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A., a national banking association, with a representative office
located in Jacksonville, Florida, as fiscal agent under the below-described Funding Loan Agreement (in
such capacity, the “Fiscal Agent”).
R E C I T A L S:
A. All capitalized terms in this Guaranty not otherwise defined herein shall have the
meanings set forth in the Funding Loan Agreement (as hereinafter defined).
B. The Legislature of the State of Florida (the “State”) has enacted the Florida Housing
Finance Authority Law, Sections 159.601-159.623, Florida Statutes, as amended (the “Act”), pursuant to
which the State has empowered each county in the State to create by ordinance a separate public body
corporate and politic, to be known as a housing finance authority of the county for which it was created,
for the purpose of alleviating a shortage of housing and creating capital for investment in housing in the
area of operation of such housing finance authority.
C. Pursuant to the Act, the Board of County Commissioners of Miami-Dade County,
Florida, by its Resolution R-1194-78, adopted October 17, 1978, declared the need for a housing finance
authority to function in Miami-Dade County, Florida (the “County”) and enacted on December 12, 1978,
Ordinance No. 78-89, as amended by Ordinance No. 11-99 adopted December 6, 2011 (collectively, the
“Ordinance”), creating the Governmental Lender to carry out and exercise, without limitation except as
expressly stated in the Ordinance, all powers and public and governmental functions set forth in and
contemplated by the Act.
D. Pursuant to the Act, the Governmental Lender, the Fiscal Agent and the Borrower, have
entered into that certain Construction Phase Borrower Loan Agreement dated as of December 1, 2023,
(the “Construction Phase Borrower Loan Agreement”), the terms of which are hereinafter
incorporated by this reference, under which the Governmental Lender has agreed to make a loan pursuant
to the Construction Phase Borrower Loan Agreement (the “Construction Phase Loan”) in the maximum
aggregate principal amount of THIRTY-TWO MILLION FIVE HUNDRED THOUSAND AND NO/100
DOLLARS ($32,500,000.00) to the Borrower to provide for the financing of the acquisition and
construction of a multifamily rental housing development located at 175 S. Shore Drive and 280 S. Shore
Drive, in the City of Miami Beach, Miami-Dade County, Florida to be known as Vista Breeze (the
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“Project”), located on property within Miami-Dade County, Florida, the legal description for which is set
forth in Exhibit “A” attached hereto and incorporated herein by reference (the “Property”), to be occupied
or reserved for occupancy by individuals of low income within the meaning of Section 142(d) of the
Internal Revenue Code of 1986, as amended, for the public purpose of assisting persons or families of
low, moderate or middle income within the County to afford the costs of decent, safe and sanitary housing
and the Borrower has agreed to execute and deliver the Construction Phase Borrower Note (the
“Borrower Note”), as security for the Construction Phase Loan; and
E. In order to provide the funds with which to make the Construction Phase Loan to the
Borrower, the Governmental Lender has authorized the issuance of its aggregate principal amount of
$32,500,000 Housing Finance Authority of Miami-Dade County, Florida Multifamily Housing Revenue
Note, Series 2023 (Vista Breeze) (the “Governmental Lender Note”) pursuant to that certain Funding
Loan Agreement dated as of December 1, 2023, among Bank of America, N.A., in its capacity as initial
Funding Lender, the Governmental Lender and the Fiscal Agent (the “Funding Loan Agreement”), the
terms of which are incorporated herein by this reference.
F. As a condition to the Governmental Lender making the Construction Phase Loan to the
Borrower, and pursuant to the requirements of the Construction Phase Borrower Loan Agreement and the
Funding Loan Agreement, the Governmental Lender, the Fiscal Agent and Borrower have executed a
Land Use Restriction Agreement dated December 1, 2023 (the “Tax Regulatory Agreement”), the terms
of which are incorporated herein by this reference, setting forth certain terms and conditions relating to
the acquisition, construction, operation and equipping of the Project and which sets forth various other
covenants and agreements that run with the land on which the Project is located.
G. The Borrower has entered into a Construction Loan Servicing Agreement (the “Loan
Servicing Agreement”) by and among the Governmental Lender, the Fiscal Agent, the Borrower, and
AmeriNat®, a Minnesota limited liability company (the “Issuer Servicer”), to provide for the proper
disbursement of the Construction Phase Loan proceeds; the terms of the Loan Servicing Agreement are
incorporated herein by this reference.
H. To induce the Governmental Lender to authorize the issuance and sale of the
Governmental Lender Note pursuant to the Funding Loan Agreement for the purpose of providing a
portion of the funds for the construction and equipping of the Project; and to further induce the
Governmental Lender to make the Construction Phase Loan to the Borrower pursuant to the Construction
Phase Borrower Loan Agreement and in accordance with the Loan Servicing Agreement and to further
induce the Governmental Lender to accept the Borrower Note, the Guarantors have agreed to deliver this
Guaranty.
I. Each of the Guarantors acknowledges and agrees that each will benefit from the
development of the Project.
NOW, THEREFORE, for and in consideration of the premises and as part of the consi deration
for the Construction Phase Loan by the Governmental Lender to the Borrower and for other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, Guarantors hereby
covenant and agree with the Governmental Lender for the benefit of the Governmental Lender, its
successors and assigns, including the Fiscal Agent, as follows:
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1. Obligation of Guarantors.
(a) During the term hereof, the Guarantors hereby, jointly and severally, unconditionally
guaranty to the Governmental Lender, its successors and assigns, including the Fiscal Agent, that (i) the
Borrower shall construct, equip and complete the Improvements (as defined in the Loan Servicing
Agreement) substantially in accordance with the Plans and Specifications (as defined in the Loan
Servicing Agreement) heretofore delivered to the Governmental Lender on or before the completion date
as set forth in the Loan Servicing Agreement or such extension thereof as authorized in writing by the
Governmental Lender, and shall comply with all of the terms, covenants and conditions of the Loan
Servicing Agreement with respect to the completion of the Improvements in accordance with the terms of
the Loan Servicing Agreement; (ii) the Borrower shall fully and punctually comply with all term s,
covenants and conditions of all documents executed by the Borrower in connection with the Construction
Phase Loan with respect to the completion of the Improvements in accordance with the terms of the
Borrower Loan Documents (as defined in the Funding Loan Agreement); (iii) the Borrower shall fully
and punctually pay and discharge any and all costs and expenses and liabilities incurred in connection
with the acquisition, construction, equipping and completion of the Improvements when and as the same
may become due and payable, and also pay and discharge any and all claims and demands for labor and
materials used and services rendered for or in connection with the acquisition, construction, equipping
and completion of the Improvements; (iv) the Property and the Improvements shall be and remain free
and clear of any and all liens from any and all persons, firms, corporations or other entities furnishing
materials, labor or services for or in connection with the acquisition, construction, equipping or
completion of the Improvements that are not bonded in accordance with the terms of the Loan Servicing
Agreement; and (v) the Borrower will promptly pay any and all reasonable legal and other costs and
expenses incurred by the Governmental Lender in connection with or in any way related to the
completion of the Improvements in accordance with the terms of the Loan Servicing Agreement. All of
the matters referred to in subparagraphs (i) through (v) of this paragraph are hereinafter collectively
referred to as the “Indebtedness.” The term “Indebtedness” shall also include all reasonable costs of
collection of the foregoing or enforcement of this Guaranty, including reasonable legal fees (as provided
herein). In the event the Governmental Lender or the Fiscal Agent must repay any part of the
Indebtedness paid by the Borrower, any co-guarantor (whether hereunder or under a separate instrument)
or any other person because of any bankruptcy, liquidation, dissolution, receivership, insolvency,
assignment for the benefit of creditors, reorganization, arrangement, composition or other similar
proceedings relating to creditors’ rights, then the amount so repaid shall again become part of the
Indebtedness, the repayment of which is guaranteed hereby. Subject to the terms and conditions of the
Funding Loan Agreement, the Construction Phase Borrower Loan Agreement and the Loan Servicing
Agreement, the Governmental Lender agrees to give the Guarantors the benefit of the Construction Phase
Loan, and all non recourse provisions in the Construction Phase Borrower Loan Agreement and the
Borrower Loan Documents, if the Guarantors actually cure all defaults under the Loan Servicing
Agreement and proceed to complete the Project, including the right to apply to the Fiscal Agent for funds
that would otherwise have been distributed to the Borrower as costs of completing the Project.
(b) The liability of the Guarantors to pay or perform the Indebtedness applies irrespective of
the genuineness, validity, regularity or enforceability of any Borrower Loan Documents evidencing,
relating to, securing or guarantying payment and/or performance of the Indebtedness. Without limiting
the generality of the foregoing, Guarantors hereby agree to pay and/or perform the Indebtedness in the
event that the Borrower does not or is not able to pay and/or perform in accordance with the terms of all
Borrower Loan Documents evidencing such Indebtedness for any reason, including without limitation
because a court of competent jurisdiction rules that the Indebtedness is not valid or enforceable, whether
by reason of waiver, running of any statute of limitation, or otherwise, or because of the bankruptcy,
liquidation, dissolution, receivership, insolvency, assignment for the benefit of creditors, reorganization,
arrangement, composition or readjustment of, or similar proceedings affecting the status, existence, assets
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or obligations of the Borrower, or because of the limitation of damages for the breach, or the
disaffirmance of any of the Indebtedness, or any other circumstance that might otherwise constitute a
legal, equitable or statutory discharge or defense or otherwise impair the Governmental Lender’s ability
to enforce the same.
(c) Guarantors agree that they will fully indemnify and save the Governmental Lender and
the Fiscal Agent harmless from any and all costs, expenses and losses (other than losses relating to
principal and interest under the Governmental Lender Note (as defined in the Funding Loan Agreement)
that may incur as a result of the failure of Borrower to complete the Improvements in accordance with the
terms of the Loan Servicing Agreement and pay upon demand by the Governmental Lender and the Fiscal
Agent any and all such losses, costs and expenses arising as a result of the failure of Borrower to
complete the Improvements in accordance with the terms of the Loan Servicing Agreement, including but
not limited to any changes, alterations, modifications or deviations from the Plans and Specifications for
the Improvements heretofore approved by the Governmental Lender.
(d) Neither the Governmental Lender nor the Fiscal Agent, shall have any obligation to
exercise, pursue, exhaust or enforce any right or remedy it has or may have, or to institute suit, against the
Borrower, any co-guarantor (whether hereunder or under a separate instrument) or any other person or to
realize or attempt to realize on any collateral securing payment of the Construction Phase Loan or any
Indebtedness in order to enforce this Guaranty.
(e) In the event the Improvements are not timely completed and paid for in substantial
accordance with the Plans and Specifications and the Loan Servicing Agreement, or if the Property, the
Improvements and/or the Project are not free of all liens, claims and demands upon the completion
thereof, which have not been bonded, then the Guarantors shall, after default by the Borrower (1) fully
indemnify and save harmless the Governmental Lender from all costs and damages that the Governmental
Lender may suffer by reason thereof other than with regard to the repayment of the principal of and
interest on the Construction Phase Loan; (2) reimburse the Governmental Lender for all sums paid and all
reasonable costs and expenses incurred by it in connection therewith; and (3) if requested by the
Governmental Lender, complete or cause the completion of the acquisition, construction and equipping of
the Improvements in accordance with the Loan Servicing Agreement.
(f) Guarantors hereby covenant that this Guaranty and Guarantors’ obligations hereunder
shall not be discharged or released until such time as the Improvements are fully acquired, constructed,
equipped and one hundred percent (100%) completed pursuant to the terms of the Loan Servicing
Agreement and the requirements of the Loan Servicing Agreement for the final loan advance shall have
been fulfilled as evidenced by the Governmental Lender Servicer’s approval of the final loan advance
pursuant to the Loan Servicing Agreement, at which time such obligations shall be discharged and
released automatically and without further action required on the part of any Guarantor. Furthermore,
Guarantors shall not be released by any act or thing which might, but for this provision of this instrument,
be deemed a legal or equitable discharge of a surety, or by reason of any waiver, extension, modification,
forbearance or delay or other act or omission of the Governmental Lender or the Fiscal Agent or their
failure to proceed promptly or otherwise, or by reason of any action taken or omitted or circumstance
which may or might vary the risk or affect the rights or remedies of Guarantors or by reason of any
further dealings between Borrower and the Governmental Lender or the Fiscal Agent, whether relating to
the Construction Phase Loan or otherwise, and Guarantors hereby expressly waive and surrender any
defenses to their liability hereunder based upon any of the foregoing acts, omissions, things or agreements
or waivers of the Governmental Lender or the Fiscal Agent; it being the purpose and intent of the parties
hereto that the obligations of Guarantors hereunder are absolute and unconditional under any and all
circumstances.
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2. Consents to the Governmental Lender’s Acts.The Guarantors consent that, at any time
and from time to time, the Governmental Lender may, in its sole discretion, without notice to Guarantors,
or any of them, which notice is expressly waived, and without affecting any liability of Guarantors, or any
of them: (a) refinance, rearrange, postpone, extend, renew, accelerate or demand payment of the
indebtedness (provided same may be accelerated as provided in the Borrower Loan Documents)
evidencing the Construction Phase Loan in whole or in part and as often as the Governmental Lender may
wish; (b) waive, fail to enforce, surrender, impair, modify or exchange any of its rights under any
Borrower Loan Documents or any other instruments evidencing, relating to, securing or guarantying any
of the Indebtedness; (c) settle, release (by operation of law or otherwise), compound, compromise, collect
or liquidate, in any manner, any of the Indebtedness; (d) release the Borrower, any co -guarantor (whether
hereunder or under a separate instrument) or any other person from liability on any Indebtedness; (e)
release, exchange, add to or substitute all or any part of the collateral securing payment of any
Indebtedness; or (f) alter and modify the Plans and Specifications, but not so as to substantially increase
costs or time of completion, and alter, extend, modify, release or cancel the conditions for advances, if
any, and any other terms, covenants and provisions contained in the Loan Servicing Agreement or any
other Borrower Loan Document. With respect to Vista Breeze, Ltd., the consents set forth in this
paragraph 2 are intended to apply to Vista Breeze, Ltd., in its capacity as Guarantor and nothing in this
paragraph 2 is intended to constitute a waiver of any notice rights afforded to Vista Breeze, Ltd., in its
capacity as Borrower under the Borrower Loan Documents or any other document entered into in
connection with the Construction Phase Loan.
3. Waivers by Guarantors.The Guarantors waive all: (a) notice of acceptance of this
Guaranty and the creation or existence of any Indebtedness or other obligation of the Borrower guarantied
hereby; (b) presentment, demand for payment, notice of dishonor, protest, notice of nonpayment or
protest and any other requirement of notice whatsoever; (c) defenses, offsets and counterclaims which
Guarantors may at any time have to any claim of the Governmental Lender against the Borrower; and (d)
valuation and appraisal of any collateral and diligence in collection. With respect to Vista Breeze, Ltd.,
the waivers set forth in this paragraph 3 are intended to apply to Vista Breeze, Ltd., in its capacity as
Guarantor and nothing in this paragraph 3 is intended to constitute a waiver of any notice rights afforded
to Vista Breeze, ltd., in its capacity as Borrower under the Borrower Loan Documents or any other
document entered into in connection with the Construction Phase Loan.
4. Persons Bound.This Guaranty is binding upon Guarantors and Guarantors’ heirs,
successors and assigns; is assignable and transferable, without prior notice to or consent of Guarantors;
and shall inure to the benefit of the Governmental Lender’s successors and assigns.
5. Applicable Law.The laws of the State shall control the construction, interpretation and
enforcement of this Guaranty and all matters related to this Guaranty notwithstanding its place of
execution and delivery.
6. Subrogation; Contribution.Until the Indebtedness is paid in full, nothing herein
contained is intended or shall be construed to give to Guarantors any right of subrogation in or under any
Borrower Loan Documents evidencing in any way or relating to any obligation of the Borrower to the
Governmental Lender which is or may be covered by this Guaranty, or any right of contribution from the
Borrower, any co guarantor (whether hereunder or under a separate instrument) or any other person for
liability on any Indebtedness, or any right to participate (as a third party beneficiary or otherwise) in any
way in any of the Borrower Loan Documents, except as may be expressly provided in such Borrower
Loan Documents. Notwithstanding any payments made by Guarantors under this Guaranty, all such
rights of subrogation, contribution and participation are hereby deferred until this Guaranty is released in
accordance with the terms hereof.
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7. Subordination.In the event that for any reason whatsoever the Borrower is now or
hereafter becomes indebted to any Guarantor, each Guarantor agrees that the amount of such indebtedness
and all interest thereon shall at all times be subordinate as to lien, time of payment and in all other
respects to the Indebtedness guarantied hereby, and that Guarantors shall not be entitled to enforce or
receive payment thereof until all Indebtedness shall have been paid in full, or performed, provided that so
long as the Guarantors are not in default hereunder or the Borrower Loan Documents, Guarantors may be
entitled to receive and retain payments made to the Guarantors.
8. Representations and Warranties.The Guarantors represent and warrant that:
(a) This Guaranty does not conflict with or result in a breach or default under any law,
administrative regulation, judgment, decree, order, agreement or instrument to which any of the
Guarantors are subject or by which any of the Guarantors are bound; and
(b) This Guaranty is, upon execution and delivery by any Guarantor, the valid and binding
agreement of such Guarantor enforceable in accordance with its terms.
9. Specific Performance.Guarantors acknowledge and agree that it may be impossible to
accurately measure the damages to the Governmental Lender resulting from a breach of its covenant to
complete or to cause the completion of the acquisition, construction and equipping of the Improvements
and that such a breach will cause irreparable injury to the Governmental Lender and that the
Governmental Lender may not have an adequate remedy at law in respect of such breach and, as a
consequence, agrees that such covenant shall be specifically enforceable against the Guarantors and
hereby waive and agree not to assert any defense against an action for specific performance of such
covenant. This clause shall not prejudice the Governmental Lender’s rights to assert any and all claims
for damages incurred as a result of Guarantors’ default hereunder in the event of default of Guarantors,
and the Governmental Lender may, before, during, or after any foreclosure of the underlying Sec urity
Instrument, hold Guarantors liable for all losses and damages sustained and expenses incurred by reason
of the Borrower or Guarantors failing to acquire, construct and equip the Improvements in accordance
with the Loan Servicing Agreement, including without limitation, the cost of such completion and the
payment of real estate taxes and insurance premiums, with interest thereon at a rate equal to the lesser of
(i) the maximum rate permitted under applicable law or (ii) eighteen percent (18%) from the date of such
expenditures.
10. Judgment Interest.In the event the Governmental Lender obtains a final judgment
against any Guarantor upon this Guaranty, the judgment shall bear interest at the judgment rate.
11. Legal Fees.Each Guarantor agrees to pay all reasonable costs and expenses, including
reasonable legal fees, which may be incurred by the Governmental Lender or the Fiscal Agent in any
effort to collect or enforce any obligations of the Guarantors hereunder, whether or not any lawsuit is
filed, including, without limitation, all costs and legal fees incurred by the Governmental Lender or the
Fiscal Agent in any bankruptcy proceeding (including, without limitation, any action for relief from the
automatic stay of any bankruptcy proceeding) and in any judicial or nonjudicial foreclosure action.
12. Consent to Jurisdiction.Any action to enforce or interpret this Guaranty, whether arising
in contract or tort, by statute or otherwise, may be brought in or removed to a state or federal court of
competent jurisdiction in or for Miami-Dade County, Florida, and Guarantors hereby submit themselves
to the jurisdiction of said courts.
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13. Cumulative Remedies.All rights, remedies or recourses of the Governmental Lender
under this Guaranty or any Borrower Loan Documents, under the Uniform Commercial Code or other
law, in equity or otherwise, are cumulative, and exercisable concurrently, and may be pursued singularly,
successively or together and may be exercised as often as occasion therefor shall arise. No act of
commission or omission by the Governmental Lender, including, but not limited to, any failure to
exercise, or any delay, forbearance or indulgence in the exercise of, any right, remedy or recourse
hereunder or any other Borrower Loan Document shall be deemed a waiver, release or modification of
that or any other right, remedy or recourse, and no single or partial exercise of any right, remedy or
recourse shall preclude the Governmental Lender from any other or future exercise of the right, remedy or
recourse or the exercise of any other right, remedy or recourse. A waiver, release or modification with
reference to any one event shall not be construed as continuing or constituting a course of dealing, nor
shall it be construed as a bar to, or as a waiver, release or modification of, any subsequent right, remedy
or recourse as to a subsequent event.
14. Miscellaneous Provisions.Whenever the context so requires, the neuter gender includes
the feminine and/or masculine, as the case may be, and the singular number includes the plural, and the
plural number includes the singular. Each provision of this Guaranty shall be deemed separate from each
other provision and the invalidity or unenforceability, for any reason or to any extent, of any such
provision of this Guaranty shall not affect the enforceability of the remaining provisions of this Guaranty
or the application of such provision to other, dissimilar facts and circumstances.
15. Amendments.This Guaranty can be modified only by a written instrument manually
signed by the party to be charged therewith, and no verbal or written agreement, understanding or custom
affects the terms hereof.
16. Counterparts.This Guaranty may be executed in one or more counterparts, each of
which shall be deemed to be an original and all of which shall be deemed to be the same instrument. In
the event that not all Guarantors execute this Guaranty, this Guaranty shall nevertheless be valid and
binding upon those Guarantors who execute it.
17. Receipt of Borrower Loan Documents.Guarantors acknowledge that they have received
and reviewed a copy of the Loan Servicing Agreement, the Borrower Loan Documents and the Plans and
Specifications.
18. Financial Statements.During the term of this Guaranty, the Guarantors covenant and
agree to provide the Governmental Lender, on or before December 31 of each year, commencing
December 31, 2024, with unaudited financial statements (or such other documents accepted by the
Governmental Lender Servicer in lieu of financial statements), including a bal ance sheet, an income
statement, a statement of changes in financial position and such other statements as may be reasonably
required by the Governmental Lender, prepared, where applicable, in accordance with generally accepted
accounting practices consistently applied and certified as true and complete in all material respects
without qualification by the Guarantors or, if required by the Governmental Lender, a certified public
accountant acceptable to the Governmental Lender. The Guarantors further covenant and agree to
immediately notify the Governmental Lender of any material adverse changes in the Guarantors’ financial
condition.
19. Notices.All notices, requests, demands, consents, and other communications required or
permitted to be given or made hereunder shall be in writing and shall be deemed to have been duly given
if telecopied or mailed, certified first class mail, postage prepaid, return receipt requested, to the party to
whom the same is so given or made, at the telecopy number or address of such party as set forth below,
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which telecopy number or address may be changed by notice to the other parties hereto duly given
pursuant hereto: Until otherwise provided by the respective parties, all notices, certificates and
communications to each of them shall be addressed as follows:
To the Governmental Lender: Housing Finance Authority of
Miami-Dade County, Florida
7855 NW 12th Street, Suite 202
Doral, Florida 33126
Attention: Executive Director
Email: cgulley@hfamiami.com
with a copy to: Miami-Dade County Attorney’s Office
111 N.W. First Street, Suite 2810
Miami, Florida 33128
Attention: David S. Hope, Esq.
Email: dhope@miamidade.gov
To the Fiscal Agent: The Bank of New York Mellon Trust Company,
N.A.
4655 Salisbury Road, Suite 300
Jacksonville, Florida 32256
Attention: Corporate Trust Department
Email: heidi.bowers@bnymellon.com
Telephone: (904) 645-1983
Facsimile: (904) 886-1125
To the Governmental Lender Servicer: AmeriNat®
5130 Sunforest Drive, Suite 150
Tampa, Florida 33643
Attention: Mark Fredericks
Telephone: (813) 282-4800 Ext. 1517
Email: mfredericks@amerinatls.com
To the Guarantors: Vista Breeze, Ltd.
c/o Atlantic Pacific Communities, LLC
161 NW 6th Street
Suite 1020
Miami, Florida 33136
Attention: Kenneth Naylor
Telephone: (305) 357-4700
Email: knaylor@apcompanies.com
APC Vista Breeze, LLC
c/o Atlantic Pacific Communities, LLC
161 NW 6th Street
Suite 1020
Miami, Florida 33136
Attention: Kenneth Naylor
Telephone: (305) 357-4700
Email: knaylor@apcompanies.com
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4887-8937-0243.6
Vista Breeze HACMB, Inc.
c/o Housing Authority of the City of Miami Beach
200 Alton Road
Miami Beach, Florida 33139
Attention: Mike O’Hara
Telephone: (305) 532-6401
Email: mikeo@hacmb.org
Atlantic Pacific Communities, LLC
161 NW 6th Street
Suite 1020
Miami, Florida 33136
Attention: Kenneth Naylor
Telephone: (305) 357-4700
Email: knaylor@apcompanies.com
APC Vista Breeze Development, LLC
c/o Atlantic Pacific Communities, LLC
161 NW 6th Street
Suite 1020
Miami, Florida 33136
Attention: Kenneth Naylor
Telephone: (305) 357-4700
Email: knaylor@apcompanies.com
HACMB Development, LLC
c/o Housing Authority of the City of Miami Beach
200 Alton Road
Miami Beach, Florida 33139
Attention: Mike O’Hara
Telephone: (305) 532-6401
Email: mikeo@hacmb.org
Howard D. Cohen Revocable Trust Under
Agreement Dated 4/6/1993
c/o Atlantic Pacific Communities, LLC
161 NW 6th Street
Suite 1020
Miami, Florida 33136
Attention: Kenneth Naylor
Telephone: (305) 357-4700
Email: knaylor@apcompanies.com
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4887-8937-0243.6
Howard D. Cohen
c/o Atlantic Pacific Communities, LLC
161 NW 6th Street
Suite 1020
Miami, Florida 33136
Attention: Kenneth Naylor
Telephone: (305) 357-4700
Email: knaylor@apcompanies.com
With a copy to: Klein Hornig LLP
1325 G. Street NW, Suite 770
Washington, DC 20005
Attention: Chris Hornig
Tel: (202) 926-3402
Email: chornig@kleinhornig.com
Fox Rothschild LLP
BNY Mellon Center
500 Grant Street, Suite 2500
Pittsburg, Pennsylvania 15219
Attention: Alec Stone
Email: ajstone@foxrothschild.com
Telephone: (412) 391-2523
Funding Lender Representative: Bank of America, N.A.
401 E. Las Olas Boulevard, 9th Floor
Fort Lauderdale, Florida 33301
Attention: Ben Rosenbaum
Email: Binyamin.rosenbaum@bofa.com
Telephone: (954) 765-2079
Bank of America, N.A.
MA5-100-04-11
100 Federal Street
Boston, MA 02110
Attention: Tax Credit Asset Management (Vista
Breeze)
Email: LIHTCreporting@bofa.com
With a copy to: Holland & Knight LLP
31 West 52nd Street, 11th Floor
New York, New York 10019
Email: Kathleen.furey@hklaw.com
Telephone: (212) 513-3479
20. Complete Agreement.This instrument sets forth the entire agreement between the
Governmental Lender and the Guarantors with respect to the subject matter hereof and no verbal or
written agreement, understanding or custom affects the terms hereof.
21. Personal Liability.Guarantors hereby acknowledge and agree that notwithstanding any
other provision of this Guaranty, the Security Instrument, the Governmental Lender Note or any of the
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Borrower Loan Documents to the contrary, including, without limitation, the non recourse provision
contained in the Security Instrument, the obligations of the Guarantors under this Guaranty shall be the
unconditional personal obligations of the Guarantors, and the Governmental Lender would not enter into
the Construction Phase Loan except on the condition that the Guarantors be personally liable for their
undertakings under this Guaranty.
22. Waiver of Jury Trial.GOVERNMENTAL LENDER AND GUARANTORS HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY AND ANY
AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR
WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE GOVERNMENTAL LENDER ENTERING INTO THE CONSTRUCTION
PHASE LOAN AND ACCEPTING THIS GUARANTY.
23. Limitation of Liability.Any payments with respect to the Improvements, including but
not limited to payments under any performance and payment bond or other security related to the Project,
will be credited against Guarantors’ liability hereunder subject to acknowledgment of such payments by
the Governmental Lender.
[Signature pages follows]
IN WITNESS WHEREOF, the Guarantors have caused this Guaranty to be duly executed and
delivered as of the date set forth above.
Guarantor:
VISTA BREEZE, LTD., a Florida limited
partnership
By: APC Vista Breeze, LLC,
a Florida limited liability company,
its w7, “Wn
By: Be Z
Namg Ene Noy a
Title: Vi¢e President
Guarantor:
APC VISTA BREEZE, LLC,
a Florida limited, liabilxzy’gompa
By:
fens Knnet Naor
itle: Vice Pre#ident
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 Wit wy
By: lL
/ ame: Roni ayior
itle: ice Pr¢sjdent
5-1
[Counterpart Signature Page — Guarantee of Completion — Vista Breeze]
4887-8937-0243.5
IN WITNESS WHEREOF, the Guarantors have caused this Guaranty to be duly executed and delivered as of the date set forth above. Guarantor: VISTA BREEZE, LTD., a Florida limited partnership By: APC Vista Breeze, LLC, a Florida limited liability company, its managing general 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: Name: Miguell Dela pillo Title: Executive Director Guarantor: ATLANTIC PACIFIC COMMUNITIES, LLC, a Delaware limited liability company By: Name: Kenneth Naylor Title: Chief Operating Officer 5-1 [Counterpart Signature Page — Guarantee of Completion — Vista Breeze] 4887-8937-0243.5
Guarantor:
APC VISTA BREEZE DEVELOPMENT, LLC,
a 44 Vile
By: Lh
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
UNDER A ENT DAT 93
By: ae
Name: Howard D. Cohen
Title: Trustee
Guarantor LLC, By:
Howard D. Cohen, Individually
5-2
[Counterpart Signature Page — Guarantee of Completion — Vista Breeze]
4887-8937-0243.5
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 Florida not for profit corporation, its sole mem By: - Name: Miguel! Del Campi 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-2 {Counterpart Signature Page — Guarantee of Completion — Vista Breeze] 4887-8937-0243.5
A-1
4887-8937-0243.6
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.