INDEMNIFICATION AGREEMENT

THIS

TION AGREEMENT ( the " Agreement") is made and entered

INDEMNIFU;f\.
tl
F
MV!
11.
JJf-!
/
DONAHUE PEEBLES ( the "
i6lJ5, by and among R.
5'
Indemnitor"),and each of ( i)
MIAMI BEACH REDEVELOPMENT AGENCY, a public body corporate
politic
(
CITY OF MIAMI BEACH, a Florida municipal
and
the " Agency"), and ( ii)
corporation the " City")
collectively, the
"
(

into

on /

Indemnitees").
RECITALS:
A.
Indemnitor is a partner in RDP Royal Palm Hotel Limited
Partnership ("
RDP"),the developer of the Royal Palm Crowne Plaza Hotel ( the " Hotel"),
which Hotel was
constructed on land that is being leased by RDP from
the Agency pursuant to an Agreement of Lease

May 28,
1998 and recorded in

dated

893,of the
County,

Public Records

of

Miami-

Official

Dade

Florida (the "Lease");and B.

RDP

settlement relating to certain

in that certain

claims
Letter

Book 18170, at Page

Records

and

the

Indemnitees

have negotiated a

that have been made by each party against the other as generally reflected
of Intent to Amend Royal Palm Crowne
Plaza

Resort Agreements
dated

November 25, 2003 ( the Letter ofIntent").C.Subsequent to the Letter of Intent and
to the closing on the documents contemplated in the Letter of
Intent,North Fork

prior
Bank filed a foreclosure

complaint against RDP and RDP subsequently agreed to pay North

Fork Bank in full for
its loan,assign its option to pay the Purchase Price
under the Lease to Royal Palm Hotel
Property, LLC who will then pay the Agency the Purchase Price under the Lease, terminate

the

Lease and

transfer

Hotel

to

the

Palm Hotel Property, LLC. D.

As a material inducement for
Indemnitees
to
the
manner and procedures followed by RDP in
of
agreeing
connection with the transactions described in Recital C
has agreed
provide
hereinabove,
Royal

condition

and

Indemnitor

to

an agreement by Indemnitor to indemnify,hold harmless and provide defense

for Indemnitees regarding
or relating to certain challenges by third parties as to the manner and procedures followed by

RDP in
as

connection with the transactions

generally

described in Recital C hereinabove.

NOW,

THEREFORE, in

consideration of the recitals, agreements, covenants and premises contained herein, and for other good
and valuable consideration, the receipt and ade- quacy of which are hereby acknowledged, the

parties hereto, intending to

be
above

legally bound, hereby agree as

follows:

1.
Recitals. The

recitals

are true and correct

set

forth

and are incorporated herein by this reference

thereto. 2.Indemnification.
The Indemnitor hereby agrees to defend, indemnify
hold
Indemnitees
from, against, and
and
harmless the
with respect of any damages,
debts, liabilities,
causes of action, costs,

judgments,

claims,

obligations, attorney' s fees, (including

any),taxes,

interest on

those

taxes, tax penalties,

losses,
judgment proceedings, if
other matters (the " Indemnified Matters") arising

for
or

appeals

or

post

challenges by (i) North Fork Bank, as holder of a mortgage encumbering the leasehold interest in
the Hotel relating to the Amendment of even date herewith to the Declaration of Covenants and
Restrictions recorded in Official Records Book
18170, at
Page 883, of the Public
Records of Miami- Dade County, Florida; i
( i)
North Fork Bank to the manner and procedures
followed by RDP in connection with the sale of the Hotel,the termination of the Lease, and the
waiver of certain Lease provisions by the Indemnitees to accomplish same; (
Florida
iii)
Department of Revenue and/
or Comptroller for additional documentary stamp taxes
surtax

and

resulting

from

the

the land which

manner and procedures

is the subject of the

fol owed

by (a)
the Agency in connection with the sale of

Lease (" Land")

to Royal Palm Hotel
Property, LLC ("
Buyer"); and b)RDP in connection with the sale of the Hotel to Buyer and the termination of the
Lease; and iv)
North Fork Bank to the sale of the Land by Agency to Buyer
alleging noncompliance with the terms
of Section 36.

3 of the Lease. 3.
Indemnification
in Connection with Legal Fees.
Subject to the
conditions
set forth in Sections 4 and 5,
below the Indemnitor
hereby agrees to indemnify and hold harmless the Indemnitees with respect to any
reasonable legal
fees and costs of counsel (including those for appeals or post judgment proceedings, if any) that may

be incurred after the date

of this Agreement regarding the Indemnified Matters. 4.
Retention of Counsel. Indemnitor
shall have the right to designate counsel to defend
the interests of Indemnitees,
which
counsel shall be reasonably acceptable to Indemnit- ees. If
believes,
from time to time and in
Indemnitor
good faith, that the defense of any Lawsuit will be better served by other counsel, then
Indemnitor shall be entitled, to retain
and substitute other counsel to defend
the
Indemnitees regarding such Indemnified Matters on thirty (30)
days prior written

notice to

Indemnitees, which substitute counsel shall be reasonably acceptable

to Indemnitees. Nothing herein
shall preclude the Indemnitees from retaining other counsel of their
choice at their own expense
the

to
advise them with regard to the
Indemnified Matters. 5.Coooeration.
The Indemnitees and their lawyers will fully
with
the Indemnitor in
connection
cooperate
with any legal matters relating to the Indemnified Matters. The Indemnitees agree to provide

Indemnitor and its

Matters and any other

lawyers with access to all relevant

information concerning the Indemnified
indemnified activity including but not limited to access to

the
and employees for interviews and other litigation related matters
and copies of interview memoranda, evidence, records, computer data,expert reports, advance notice of
meetings with adverse parties, advance notice of and
opportunity to attend any interviews of
any witnesses that are expected to provide
information about the Indemnified Matters and advance
notice of and opportunity to
Indemnitees, their agents

attend
to

witnesses or Indemnitees for deposition. 6.

Settlement. a)
In no event
the
admit any liability with respect to,
or set-tle,
compromise or discharge, any lawsuit regarding the Indemnified Matters without the Indemnitor' s prior written
consent, which consent shall be
at Indemnitor' s sole and exclusive discretion. Indemnitor shall
no
liability
or obligation under this Agreement with respect to
have
settlement
meetings

will

into

prepare

any

Indemnitees

any

The Indemnitees hereby consent to, and agree to execute, any settlement,
b)
compromise
discharge of any lawsuit or any part thereof regarding the Indemnified Matters
which Indemnitor may request, which by its terms obligates Indemnitor to pay the full amount to
be paid to settle, compromise, discharge or otherwise resolve such lawsuit or part thereof
regarding the Indemnified Matters and implies no admission of liability on the part of the
Indemnitees. Any settlement by Indemnitor that does not include the full release of Indemnitees
shall not affect Indemnitor' s obligations under this Agreement.
or

7..
Non-Disparagement. Each party agrees not to take any action or make
which disparages, criticizes, or places in a negative light the other,ir espective

any statement

of whether such statements would be actionable under statutory or common

theories. This paragraph does not relate to statements made in good faith in the event

law
of

litigation.

and

the

Agency

Confidentiality. [

8Ml] The parties

entities and subject to the
Statutes, and the Public Records
8.

are governmental

of Chapter 286, Florida

Chapter 119, Florida Statutes. Further,the Amendment to Declaration
and the Special Warranty Deed are to be
placed of Public
execution of all closing documents. Subject to the aforegoing and
to
law, all other documents shall be retained, unpublished by
either

liability

hereto acknowledge

that the City

open Government Provisions

of Covenants

Provisions of

and Restrictions
the

Record simultaneously with

the extent permitted by

party to this Agreement

and neither party shall voluntarily disclose their contents. Involuntarily disclosure ( which is
permitted), for purposes of this paragraph, shall mean disclosure when required by the
above
referenced Statutes or any other applicable
laws
as well as (a)
as may be hereafter mutually agreed to
in writing, ( b)as ordered by a judicial tribunal, and (c)
to any of such parties'
directors, officers and employees and managers or their advisors who need to know
such information for
the purpose of dispensing legal advice or determining insurance coverages in connection with
any of the Indemnified Matters.In case of circumstances other than those
set out above, the City
Attorney shall be the sole determinant as to whether a demanded disclosure
is one which
an
requi
r
ed
i
n
vol
u
nt
a
r
i
l
y
is on
or voluntary basis. 8
[ M2]9.Severability. If any provision of this Agreement shall
by
or
prohibited
invalid under applicable law,
such provision shall be ineffective only to the
of
extent
such prohibition or invalidity without invalidating the remainder of such provision
be
or

the
remaining

provisions
of this Agreement. 10. Miscellaneous. a)
This Agreement shall be construed
and enforced in accordance with the laws of the State

Florida, both substantive and remedial. b)

of
This Agreement shall be
the Indemnitees, the Indemnitor, and their respective successors and assigns. No assignment of this
Agreement or of any duty or obligation hereunder shall be made (i)
by the Indemnitor without
the prior writ en consent of the Indemnitees, or ii)
(
by the Indemnitees without the prior
binding upon

written consent of the Indemnitor. Any such

consent

shall be in such

Signatures
IN WITNESS WHEREOF, the

Agreement

as

on

following

parties hereto

page]

have executed this Indemnification

of the date first above written.

STATE OF FLORIDA )
SS:

COUNTY OF MIAMI- DADE )

BEFORE ME, the

personally

known to we

undersigned authority, personally appeared

or

prodl)lrP

valid FI

driver' s lice

se as

Nathalie Legagne
f~~~:
CommissiOn #
lJ' Iltb._

0 385416 i

R. Donahue Peebles. 1019 1'

identification.

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cvniresFebr\
5.

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He is

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r My Commission Expires:

Notary

PublicState

of

Florida
at Large

Commission

INumber:

sses:
ev~,:'

rint\

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Name:jJ
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J.
. 9: ftL- UL'./PrintNameP'
4jv;By:v4
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Vt,
tl

r a,ill'
Parcher,
OF FLORIDA ) APPROVED AS

P,
rd//
C:-:

J
fl
)(
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IBy:
lU
/
AT EST:(
0
JA.
L'\.
Robert
Secretary STATE
TO SS:

FORM L&ANGUAGE

COUNTYOF

EXECUTION All r1fJu/ l l.."

~
f'"
dS BEFORE
the undersigned authority, personally appeared D~~~
hairman and Robert
ParcherSecr, etary
MIAMI BEACH REDEVELOPMM. v816pll\ i ltkAQeftcl\ 1tluCDelie body corporate and politic, to me known to
be

MIAMIDADEFOR
)&
ME, ;

the
of
the

persons

who

and

acknowledged

Agency for the uses and

the official seal of said Agency. Each

the execution thereof to be the act and deed of said

purposes therein mentioned, and that they affixed thereto

such individual is personally known to me or produced a valid drive' s license

Witness my hand and official seal in the

f -

as

identification.

6r.aay

County and State last aforesaid this /

of

thuaf-'
2005.

No

ar ublic-State of Florida

Large Commission
31;

NumberD':

at

8</
J.1'

nEx '

MIXMORAlES

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SIale
of
FIollda i"
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362918
Witnesses:

IondecIrNalonal

By:
i"3 Lt~j

NalaIy~

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fd

Print

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t~
By:
ATTEST: ()

PallJ.
Ut.~
Robert
u-Parcher, City ~OVED
AS

TO

County and State last

FORM &LANGUAGE
EXECUTION STATE OF

FOR

CIty Attomey. .~~

BEFORE
FLORIDA SS:111 fIJ~~;..
~-(
Date
undersigned authority, personally appeared David Denner, Mayor and Robert Parcher, City Clerk
of the CITY OF MIAMI BEACH, a Florida municipal corporation,
to me known to be
the persons who signed the foregoing instrument and acknowledged the execution thereof to be the act and deed
of said City for the uses and purposes therein mentioned, and that they affixed thereto the
official seal of said City.Each such individual is personally known to
ME,the

me or produced a valid drive' s license

inthe

as identification.

0'Witness/,
my hand

and official seal

\--~

Notary Aun.

Print

Name:Ja,....,
\

Y1n' 1107 Notary Public1(,)(

( State of
?
LargeCom is on Number:D. . b J(
Florida at

My Commission Expires:
YAMIt.EX

Feb15. 2lXl9

l!

~Commllllon

362988

1.;

P;).

MORALES

Nolaty PubIlc . State of Florida

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