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irrevocably, continuously and unconditionally, guarantees to the Agency and the City the

performance of the obligations of Developer to Finally Complete the Project ( as hereinafter defined
in this Section
2)by the Completion Deadline.Notwithstanding anything to the contrary
contained in this Guarantee or the Hotel Development Agreement, the Project shall be deemed "
the Project shall have been fmally completed
Finally Complete" for the purpose of this Guarantee if ( i)
in accordance with the Plans and Specifications, as certified by the Architect, and ( ii)all of
the Improvements in the Project shall have been issued Final COs ( as such term is defined in the
Ground Lease);provided, however, that to the extent the reason such Final COs shall not have been
issued is due to the Owner' s failure to substantially complete the Garage Project, which includes, but is
not limited to, the issuance by the applicable governmental authority of a temporary certificate
for the Garage Project so
of occupancy or completion or a certificate of occupancy or completion
purpose
its
that Owner can occupy and use the Garage Project for
and provide Developer
intended
with the Easement
"" for the number of Parking
" Spaces" in the "Facility," (as such terms are
defined in that certain Garage Easement Agreement dated as of the date hereof between Owner
and Developer), to which the Tenant is entitled pursuant to the Garage Easement Agreement, then
shall be deemed satisfied. The obligations being guaranteed by Guarantor pursuant to
this clause ( ii)
Section 2,
this
are hereinafter collectively referred to as the "

Obligation is not performed by Developer


by the Completion Deadline, then, upon demand of the Agency or the City,Guarantor shall
perform the Completion Obligation in accordance with this Guarantee. The Agency and the City agree
to accept performance by the Guarantor of all or any of the covenants,conditions or agreements on the
Developer' s part to be performed under the Hotel Development Agreement with the same force and
effect as though performed by
Completion Obligation".

If
3.

the Completion

the Developer thereunder. 4.Guarantor shall not be deemed to have failed to perform
his obligations under Section 2 hereof until Guarantor shall have failed to perform the
Completion Obligation within the cure period provided to Developer under the Hotel Development Agreement

provided to Guarantor
to Developer
and all cure periods

shall

run concurrently

with

the cure periods provided

Guarantor expressly agrees that the Agency or the


under the Hotel Development Agreement. 5.
City, as
may,in its sole and absolute discretion, without notice to or further assent
the case may be,
of Guarantor and without in any way releasing, affecting or impairing the obligations and

waive compliance with,or any default under, or grant any other


liabilities of Guarantor hereunder: ( a)
modify, amend or change
indulgences with respect to the Hotel Development Agreement; ( b)
any provision of the Hotel Development Agreement, or effect any release, compromise or settlement
assign its entire interest in this Guarantee and the Hotel Development
in connection therewith; or (c)
Agreement to the City or any instrumentality of the Agency or,in accordance with the Ground Lease,
any other Person, or the City which succeeds to the rights of the Agency under the Ground
Guarantor'
(
Lease in accordance with the terms thereof. Notwithstanding the foregoing, i)
s obligations and liabilities hereunder shall be deemed to be released, affected or impaired to the
extent that Developer' s obligations and liabilities under the Hotel Development Agreement

released,

compromised, settled or in any other way

altered, and ( ii)

which increases the

Hotel Development Agreement


made without the express consent of the Guarantor.

to the

liability

no

amendment

or

modification

of Developer thereunder shall be

Section 2 and the last sentence


Except as otherwise expressly set forth in
6.
of Section 5 of this Guarantee, the obligations of Guarantor under this Guarantee
shall be unconditional, absolute, continuing and irrevocable, irrespective of the genuineness,
validity,regularity or enforceability of the Hotel Development Agreement or any security which may
have

otherwise

constitute

been

connection therewith or any other circumstances which might


discharge of a surety or guarantor. This Guarantee and the

given therefor or

a legal

or equitable

in

obligations of the Guarantor hereunder shall not be affected, impaired, modified or released by reason
the making by Developer, any Affiliate of Developer or Guarantor of any assignment for
of a)
(
the benefit of creditors or the bankruptcy or insolvency of Developer, any Affiliate of Developer

action taken by Developer, any Affiliate of Developer or Guarantor in


any bankruptcy or insolvency proceeding, including, without limitation, disaffirmance of
( any default by Developer under
the Hotel Development Agreement or the Ground Lease, c)
(the liquidation or dissolution of Developer,
the Hotel Development Agreement or the Ground Lease,d)
( any change in or termination of the Guarantor' s
any Affiliate of Developer or Guarantor, e)
( the enforcement by the Agency or the City of any of its rights
ownership interest in Developer, f)
the sale, conveyance,
g)
under the Hotel Development Agreement or the Ground Lease, or (
of
its
interest
under the Hotel Development
transfer or assignment by Developer of all or any portion
Agreement or the Ground Lease;it being agreed that in the event of any of the foregoing, the liability
any
or Guarantor, (b)

of the Guarantor hereunder

shall

continue hereunder as if such event

had not occurred.

Guarantor understands that the Hotel may be refinanced from time to time and agrees that such refinancings shall
not affect his obligations hereunder, regardless of the amount

set forth in Section 2 and


Except as otherwise expressly
of such refinancings. 7.
the last sentence of Section 5 of this Guarantee, the liability of Guarantor under this
Guarantee shall be primary,direct and immediate, and not conditional or contingent upon pursuit by the Agency
or the City of any remedies Guarantor may have against Developer or any other Person
with respect to the Hotel Development Agreement, any of the Project Agreements ( as such term is defined
or any other agreement,whether pursuant to the terms thereof or by law
in the Ground Lease),
or pursuant to any other security agreement or guaranty.Guarantor and the Agency each
acknowledge and agree that this Guarantee is a guarantee of performance in respect of the
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 Developer or any other Person, or in separate actions as often as the Agency or the City,
in its sole discretion, may deem advisable. Guarantor may be joined in any action against
Developer in connection with the Hotel Development Agreement 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 the Agency or the City first
pursuing or exhausting any remedy or claim against Developer or any other Person, as the case may
be, or their respective successors or assigns. Until termination of this Guarantee in accordance

of Guarantor under this Guarantee shall continue after (i) any assignment or transfer by Developer,
or any subsequent developer under the Hotel Development Agreement, of its interest under the Hotel
Development Agreement or ( ii) any assignment or transfer by Developer, or any subsequent tenant
under the Ground Lease, of its interest under the Ground Lease.
8. (

hereby expressly

Except as otherwise expressly set forth in this Guarantee, Guarantor


a)
presentment and demand for payment and protest of non-payment; ( b)
waives: ( a)

notice of all
notice of acceptance of this Guarantee and of presentment, demand and protest; ( c)
demand for observance
indulgences under the Hotel Development Agreement or the Ground Lease; ( d)
performance of, or enforcement of,any terms and provisions of this Guarantee or the

or

Hotel Development Agreement or the Ground Lease; and ( e)all other


otherwise required by law which Guarantor may lawfully
waive.

b)
WAIVER OF JURY

notices and demands

TRIAL.BYlHE EXECUTION HEREOF,

lHEGUARANTOR HEREBY KNOWINGLY,VOLUNTARILY AND INTENTIONALLY AGREES


THAT:

i)
NEIlHER GUARANTOR, NOR ANY

ASSIGNEE,SUCCESSOR, HEIR,

OR LEGAL REPRESENTATIVE OF ANY OF lHE SAME SHALL SEEK A JURY TRIAL IN


ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OlHER LmGATION
PROCEDURE ARISING FROM OR BASED UPON THIS GUARANTY OR ANY OF THE
OBLIGATIONS wmCH ARE SECURED HEREBY, OR lHE DEALINGS OR RELATIONSlllP BETWEEN

OR AMONG THE PARTIES


ii)
NEIlHER GUARANTOR, NOR lHE AGENCY OR lHE CITY WILL
SEEK TO CONSOLIDATE ANY SUCH ACTION, IN wmCH A JURY TRIAL HAS BEEN
WAIVED, WITH ANY OlHER ACTION IN wmCH A JURY TRIAL HAS NOT BEEN OR CANNOT

HERETO;

BE
iii)THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN
FULLY NEGOTIATED BY lHE PARTIES HERETO, AND lHESE PROVISIONS SHALL HAVE
NO EXCEPTIONS.lHEPARTIESHEREBY ACKNOWLEDGE THAT lHEY HAVE EACH
BEEN REPRESENTED BY COUNSEL IN SUCH
WAIVED;

iv)
NEIlHER lHE GUARANTOR, lHE AGENCY, NOR lHE CITY HAS
IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OlHER PARTY THAT
WILL NOT BE FULLY ENFORCED
b)
lHE PROVISIONS OF THIS SECTION 8(
NEGOTIATION.

IN ALL
THIS PROVISION IS A MATERIAL INDUCEMENT FOR lHE
AND v)
AGENCY TO ENTER INTO THE GROUND LEASE AND lHE HOTEL
INSTANCES;

or

Guarantor shall not enforce any right of subrogation he may now


DEVELOPMENT AGREEMENT. 9.
hereafter have against Developer by reason of any payments or acts of performance by

hereunder, and Guarantor shall not enforce any remedy which


Guarantor now or hereafter shall have against Developer by reason of anyone or more payments or
acts of performance in compliance with the obligations of Guarantor hereunder unless and until all
with the

obligations of Guarantor

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.
of the

counterclaim or crossclaim,reduction or diminution of an obligation or


10.No setoff,
any defense of any kind or nature (other than performance of the Completion Obligation) shall
be available to Guarantor in any action or proceeding brought by Owner to enforce the

the foregoing shall not be deemed a waiver of the right


of Guarantor to assert any compulsory counterclaim arising from a claim brought by Owner
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 constiutes a defense, setoff,counterclaim or crossclaim of any
nature whatsoever against Owner in any separate action or proceeding. Guarantor agree that if at any
time all or any part of any amounts at any time received by the Agency or the City from
Developer, Guarantor, any Affiliate of Developer or Guarantor, or any other Person, as the case may be,for
or with respect to the Completion Obligations are or must be rescinded or returned by the Agency
by reason of any judgment or decree of any court having jurisdiction ( including, without limitation,
by reason of the insolvency, bankruptcy or reorganization of Developer, Guarantor, any Affiliate
of Developer or Guarantor, or any other Person),then Guarantor' s obligations hereunder shall, to

Completion Obligation;

the

provided, however, that

extent of the amount

rescinded

or

restored, be deemed to have continued in

existence notwithstanding such previous receipt by the Agency or the City and the obligation
guaranteed hereunder which was to have been discharged by such rescinded or restored amount shall
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

continue to be effective or

reinstated,

as

the

the termination

to the Agency and the City 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 the Agency or
the City 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 the Agency or the City 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 the Agency or the City, 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
hereof. 11.The rights and remedies afforded

or remedy. 12.
If any provision

of

this

Guarantee or any

portion

found by a court of competent jurisdiction to


provision or portion thereof shall be deemed stricken and severed
remaining provisions and portions thereof shall continue in full

is

declared or
such
and
from this Guarantee,and the

be unenforceable or null

thereof

void,

13.This Guarantee shall


any instrumentality of the Agency or the

inure solely to the benefit of the Agency and the City, or


City or any other Person which succeeds to the rights of

the City under the Ground Lease and in accordance with the terms thereof, and shall
be binding solely upon Guarantor, his successors, assigns, heirs,administrators and
the

Agency

or

personal
shall be governed by and construed in accordance with the
laws of the State of Florida (without regard to principles of conflicts oflaw) applicable to
agreements made and to be wholly performed within the State
This Guarantee
representatives. 14.

with the

Agency

of Florida.15.This Guarantee shall constitute the entire agreement of Guarantor


and the City 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

order to induce the Agency and the City to enter


represents and warrants to the Agency and the City that as

In
the parties hereto. 16.

into this

Guarantee, Guarantor

of

the date hereof: i)This Guarantee

constitutes a

valid and

of Guarantor enforceable against Guarantor in

accordance with its


obligation
subject to any bankruptcy,insolvency, reorganization,
terms (
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
binding

of

law

or

H)
equity);
Guarantor' s execution and performance of this Guarantee
breach or violation of,or default under, any Requirements (

will not result in a

in the Ground Lease), applicable to


or any agreement, order,commitment, judgment, or decree by

as such term is defined


Guarantor
which

Guarantor is

bound;

of Guarantor' s

general
of

Guarantor is an Affiliate of Developer by virtue


Hi)
interest
in and voting control of the corporate
ownership

partner

the Developer; and iv)Guarantor is solvent and will

not

be

rendered insolvent

by

Guarantee. 17.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,
this
referred to in
each such notice, demand, request,consent, approval or other communication ( herein
if
given
" shall be in writing and shall be effective for any purpose only
Section 17 as a Notice")
Mail, postage prepaid,return receipt requested, (
S.
certified or registered U.
or served by ( i)
reason of this

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):
if to Guarantor:

R. Donahue Peebles
Second
100 S. E.

Street

Suite 4650
Miami, FL 33131 with

copy to:

Holland &
Knight
LLP 701
Brickell Avenue
30th

Attn: Stuart K.Hoffman,

Floor Miami, FL

Esq.if

33131

to the

Agency:Miami Beach
Redevelopment Agency

1700 Convention Center


Drive 4th Floor
Miami

Beach,

Florida 33139

Attn:Executive

Director with

a copies to:

Miami Beach
Redevelopment Agency 1700
Convention

Center Drive

4th
Floor

Miami

Beach,FL
33139

Attn: General
Counsel

Avenue Suite 700

Miami,

and Bloom & Minsker 1401 Brickell

FL 33131 Attn:Joel N.
A.
Minsker,P.
if to
the City: City
of

Miami Beach,