INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT ( the " Agreement") is made and entered

nIitItHtl>
2005, by and among RDP ROYAL PALM HOTEL
r Ir.
LIMITED PARTNERSHIP, a Florida limited partnership ( the "
Indemnitor"), and each of ( i)
MIAMI BEACH REDEVELOPMENT AGENCY, a public body corporate
politic (

into

on

and

Agency"), and ( ii)

CITY OF MIAMI
collectively, the "

BEACH,

Florida municipal

corporation (

the "

the " City") (

Indemnitees").
RECITALS:

A.
Indemnitor is

Hotel"),
which

Agency

pursuant

Official

Hotel

to

was

the developer of the Royal Palm Crowne Plaza Hotel ( the "
constructed on land that is being
leased by Indemnitor from the

an Agreement of Lease dated

May 28,
1998 and recorded in
Book 18170, at Page 893,of the Public Records of Miami- Dade

Records

County,
Florida t(he "Lease");and B.Indemnitor and the Indemnitees have negotiated
a settlement relating to certain claims that have been made by each
party against the other as
generally reflected in that certain Letter of Intent to Amend
Palm Crowne

Royal

Plaza

Resort Agreements

dated

November

the

2003 ( the "Letter ofIntent"); and C.Subsequent

25,
Indemnitor
began the construction
of
Lease,

to

the recording of

the

Royal PalmlShorecrest Crowne Plaza Hotel ("Hotel").D.

During the construction
Hotel,Indemnitor encountered structural problems with the original Royal Palm Hotel and
soil contamination problems regarding the Land which allegedly resulted in certain construction delays.
A dispute arose amongst the parties regarding the aforesaid problems and
delays resulting in Indemnitor'
s refusal to pay certain Rental due under the
and
the
Agency'
s
refusal to pay
Lease
claims related
of the

to
said contamination and
dispute all such claims and

alleged

construction

delays. E.The parties

respectively

deny and

al egations

against them, whether asserted or unasserted. F.Subsequent to the Letter of Intent and
to
the closing on the documents contemplated in the Letter of
prior
Intent, North
Fork Bank filed a foreclosure complaint
against Indemnitor and Indemnitor 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 the
Hotel

litigation and

to

Royal Palm

amicably resolve

Hotel

Property,

LLC.G.The

all matters

regarding the aforesaid disputes

existing between

parties, wishing to

avoid

them, entered

into negotiations

resulting

in this Agreement and other agreements. H.Agency and Owner in their desire to
maintain and fulfill their
vide the African American community
commitment to prowith
opportunities in the hospitality industry, are willing
to amend the Royal Palm Crowne Plaza agreements and

agree

with the Convention Center Agreement ( which Indemnitor, as owner of the Hotel and on
behalf of the Hotel, has agreed to do) which provides,
among other things, that the Hotel owner
and its successors and assigns make available Hotel facilities and services for
of the

comply

support

Convention Center events and to undertake joint

marketing

efforts.

1.As a material inducement for and condition of

Indemnitees entering into

to indemnify,
certain challenges by

the settlement, Indemnitor has agreed to provide an agreement by Indemnitor

hold harmless and provide defense for Indemnitees regarding or relating to
parties as to the terms of the settlement between
of Intent and Recital F

third

the

parties

as generally

described in the Letter

hereinabove.

NOW, THEREFORE, in consideration of the recitals, agreements, covenants

premises
contained herein, and for other good and valuable consideration,
and
the receipt and
ade-quacy of which are hereby acknowledged, the parties hereto, intending to be legally
bound,hereby agree as

are

incorporated

follows: 1.
Recitals. The recitals set
herein by this

forth

above are true and

correct

and

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

attorney'
on taxes, tax
or
out of, relating directly or
judgments,

including

those

for appeals or post judgment

or

proceedings, if

any), taxes,

interest

other matters (
the Indemni
" fied Matters") arising
challenges
any
t
h
i
r
d
parties
to
( the terms of the Letter of Intent
indirectly to, any
i)
by
and the settlement documents executed in connection therewith of even
date;ii)
( the procedures used
and timing of the payoff of Indemnitor' s loan from North
Fork Bank, the payment of the
Purchase Price under the Lease, the termination of the Lease, the transfer of
the Hotel to Royal
Palm Hotel Property, LLC and the waiver
Lease
provisions by the Indemnitees to accomplish
of certain
same;iii)
( the allowing of the condominiumization of the Shorecrest Portion of the Hotel; and (
iv)
the possible interest and penalty interest
the late payment of sales tax due
penalties,

for
for
any and all challenges directly or indirectly relating to a)
(the
payment and partial waiver of Rental as contemplated by the Letter ofIntent, as that term
is defined in
the Lease, that otherwise would have been paid
by Indemnitor to Agency but for the settlement,
and b)
( the setlement of Indemnitor' s alleged delay claims attributed
to the
environmental damage and reconstruction delays
which Indemnitor experienced during its development
back Rental; excluding, however,

of the Hotel.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
with
respect
to any reasonable legal fees
Indemnitees
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 Indemnitor
from
time to time and in good
believes,
faith, that the defense of any Lawsuit will be better
served by other counsel, then Indemnitor

shall

other counsel to defend the Indemnitees regarding such Indemnified Matters on thirty
days prior written notice to the Indemnitees, which substitute counsel shall be

(
30)
reasonably

acceptable to

Indemnitees. Nothing herein shall

of their choice at

their

own expense to

preclude the Indemnitees from retaining other counsel

advise them with regard to the Indemnified

Matters. 5.Cooperation. The Indemnitees and their lawyers will fully cooperate
with the Indemnitor in connection with any legal matters relating to the
Indemnified
Matters.The Indemnitees agree to provide Indemnitor and its lawyers with access to all
relevant information concerning the Indemnified Matters and any other indemnified activity including but
not limited to access to the
Indemnitees, their agents and employees for interviews and
other litigation related matters and copies of interview memoranda,
records,
evidence,
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 attend meetings to
prepare any witnesses or Indemnitees

for
deposit on.

6.Settlement. a)
In no event will the

Indemnitees admit any liability with respect

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 have no liability or
obligation under this Agreement
with respect to any settlement into which any Indemnitee might enter without Indemnitor'
to,

prior

written consent.b)
The Indemnitees hereby consent to, and agree to
execute,any settlement, compromise or 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
lawsuit

such

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

or

obligations

under this

Agreement. 7.
Non- Disoaragement. Each party agrees not to take any
any
statement.
make
which disparages, criticizes, or places in a negative light
the other, irrespective of whether such statements
would be actionable under statutory or
common law liability theories. This paragraph does not relate
to statements made in good faith
action or

in

the

of litigation. 8.
Confidentiality. [8MI] The parties hereto acknowledge
are governmental entities and subject to
the
open Government Provisions of Chapter 286, Florida Statutes,
the
Public
and
Records Provisions of Chapter 119,Florida
Statutes. Further, the Amendment to Garage
Easement Agreement, the Amendment to
Declaration of Covenants and Restrictions and the Special Warranty Deed
are to be placed of Public Record simultaneously
the execution
all closing documents.

that

the

event

City and the Agency

with
of
to the aforegoing and to the extent permit ed by law,
all other documents shall be
retained, unpublished by either party to this Agreement and neither party
shall voluntarily disclose their contents. Involuntarily disclosure
which is permitted),for purposes of this paragraph,
Subject

pretation arises, this Agreement shall be construed as if drafted jointly by the parties and
sumption or burden of proof shall arise favoring or disfavoring any party by virtue of the
ship of any provisions of this Agreement.

transactions

14.
Survival: This Agreement shall survive
contemplated in Recital F

the closing of

no

preauthor-

the

hereinabove. 15. WAIVER OF

JURY TRIAL. INDEMNITOR AND
INDEMNITEES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE
RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY
LITIGATION
BASED HEREON, OR ARISING
OUT OF, UNDER OR IN CONNECTION
WITH THIS AGREEMENT, 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 INDEMNITEES
TO ENTER INTO THIS AGREEMENT. FURTHER, BOTH INDEMNITOR
AND INDEMNITEES HEREBY CERTIFY TO EACH OTHER THAT NO REPRESENTATIVE OR
AGENT OF EITHER ONE OF THEM, NOR THEIR COUNSEL, HAS REPRESENTED,
EXPRESSLY OR OTHERWISE THAT EITHER ONE OF THEM WOULD NOT, IN THE EVENT
OF

SUCH

LITIGATION,

SEEK

TO

ENFORCE

THIS

WAIVER

OF

RIGHT

TO

JURY
TRIAL PROVISION. IN

this

Indemnification

WITNESS WHEREOF, the parties hereto have executed

Agreement as of the date first
above written.RDP ROYAL PALM HOTEL
LIMITED PART- NERSHIP, a Florida

limited
partnership

eur By:
PADC HOSPITALITY
CORPORATION I,
a c oration, as

General
Partner By:
Peebles, President STATE
OF
FLORIDA )SS:COUNTY OF

MIAMI- DADE ) BEFORE ME,

the undersigned authority, personally appeared R.Donahue
Peebles,as President of P ADC HOSPITALITY CORPORATION I,
a Florida corporation, on behalf
of such corporation, and as General partner of RDP ROYAL PALM HOTEL
LIMITED PARTNER- SHIP, a
Florida limited partnership, on behalf of such limited partnership. He
is personally known to me or produced a valid Florida driver' license
as

i lcat.
ion.
V'
II~~
BoncIedTtoyF. In.
Legagneur
Nathalie
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iCommis 00385416
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My Commission Expires:

Commission Number:

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Print Name:

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ATTEST:

By:

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Robert Parcher,

Cl\L\

Secretary

STATE OF FLORIDA )
SS:

COUNTY OF MIAMI- DADE )

BEFORE ME, the undersigned authority, personally appeared David Dermer, Chairman
and Robert Parcher, Secretary of the MIAMI BEACH REDEVELOPMENT AGENCY, a
public

body corporate and politic, 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
Agency for the uses and
purposes therein mentioned, and that they affixed thereto the official seal of said Agency. Each
such individual is 2ersonally known to me or produced a valid drive' s license as identification.
Witness my hand and official seal in the

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County and

State last aforesaid this

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Robert Parcher,

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STATE OF FLORIDA )
SS:

COUNTY OF MIAMI- DADE )

BEFORE ME, the

undersigned authority, personally appeared David Dermer, Mayor and

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 ~< l.nnally
known to me or produced a valid drive' s license as identification.
Robert Parcher,

Witness my hand and official seal in the

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County and

State last aforesaid this /

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