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INDEMNIFICATION AND HOLD HARMLESS AGREEMENT <br /> This Indemnification and Hold Harmless Agreement dated this day of April, 2015, <br /> by Gil Dezer, an individual ("Dezer") and RDR Seashore, L.L.C., a Delaware limited liability <br /> company("RDR"), in favor of the City of Sunny Isles Beach, Florida(the "City"), <br /> WITNESSETH: <br /> WHEREAS, Dezer has assigned to RDR 68,694 square feet of Transfer of Development <br /> Rights ("TDR's") and 37 corresponding units held in an account designated and held for the <br /> benefit of Dezer with the City; and <br /> WHEREAS, Dezer and RDR have agreed to indemnify and hold harmless the City as <br /> hereinafter provided; <br /> NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for <br /> other good and valueable consideration, the receipt and sufficiency of which are hereby <br /> acknowledged, the parties do hereby agree as follows: <br /> 1. The above recitals are true and correct and are incorporated herein. <br /> 2. Dezer has assigned to RDR 68,694 square feet of TDR's and 37 corresponding <br /> units which are held in an account for the benefit of Dezer with the City. <br /> 3. Dezer waives any claims against the City arising as a result of the transfer of the <br /> TDR's from Dezer to RDR and RDR agrees and does hereby indemnify and hold harmless the <br /> City from any liability as to any claims that may raise between Dezer and RDR or any private <br /> parties as a result of the transfer of the TDR's from Dezer to RDR. <br />