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<br />DEVELOPER INDEMNIFICATION AND HOLD HARMLESS AGREEMENT
<br />This Developer Indemnification and Hold Harmless Agreement (this "Agreement") is entered into as of
<br />February 17, 2026, by and between A3 Development, LLC, a Florida limited liability company ("Developer"),
<br />and Leslie Edelman ("Owner"), the owner of the combined unit TS-34 (the "Unit") in 777 Via Acqualina, A
<br />Condominium, located at 17901 Collins Avenue, Sunny Isles Beach, FL 33160, located in Sunny Isles Beach,
<br />Florida.
<br />RECITALS
<br />A. Owner proposes to separate the Unit from one single condominium unit into two individual
<br />condominium units (the "Modification").
<br />B. The Modification requires, among other things, a minor site plan modification to the Developer's
<br />approved site plan with the City of Sunny Isles Beach (the "City"), the filing of new permits and revised as -built
<br />plans, and the Developer's written approval, which Developer is providing by separate letter of even date herewith
<br />conditioned on this Agreement.
<br />C. Developer and Owner desire to allocate all costs, obligations, and liabilities arising from the
<br />Modification as set forth herein.
<br />AGREEMENT
<br />NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable
<br />consideration, the parties agree as follows:
<br />1. Owner's Sole Responsibility for Costs. Owner shall bear sole and exclusive responsibility for, and shall
<br />promptly pay within fifteen (1 S) days of receiving an itemized invoice, all reasonable and documented costs,
<br />fees, and expenses directly arising out of or related to the Modification, including without limitation: (a) all
<br />City application, permit, City imposed conditions or requirements, and filing fees; (b) all costs to prepare,
<br />file, and process revised architectural, engineering, and as -built plans; (c) all costs associated with the minor
<br />site plan modification approval process before the City; (d) any reasonable costs incurred in connection with
<br />the closure, amendment, or reissuance of the Developer's master building permits or site plan approvals to
<br />reflect the Modification; (e) any reasonable and documents costs incurred by Developer's consultants,
<br />engineers, attorneys, or other professionals in connection with the Modification, and (f) any internal costs
<br />and expenses incurred by Developer in connection with responding to any governmental authority's
<br />requirements or inquiries arising from or related to the Modification (collectively, "Modification Costs").
<br />Developer shall use good -faith efforts to provide Owner with advance written notice and a good faith cost
<br />estimate for any anticipated Modification Costs exceeding $10,000.00 in the aggregate. Notwithstanding the
<br />foregoing, Developer's failure to provide advance notice or a cost estimate shall not constitute a waiver of, or
<br />otherwise preclude Developer from recovering, any Modification Costs otherwise due and payable under this
<br />Section 1.
<br />2. Indemnification. Owner shall defend, indemnify, and hold harmless Developer and its members, managers,
<br />officers, employees, agents, successors, and assigns (collectively, "Developer Parties") arising from and
<br />against any and all third party claims, demands, imposed requirements, conditions, liabilities, losses, costs,
<br />and reasonable expenses (including reasonable attorneys' fees actually incurred) related to: (a) the
<br />Modification, including any governmental action or third -party claim resulting from the Modification, but
<br />excluding any claims from Developer's willful misconduct, or breach of this Agreement; (b) any increase in
<br />regulatory requirements, TDR obligations, density -related costs, or additional dwelling unit charges triggered
<br />by the Modification and not by any action or omission of the Developer that is unrelated to the Modification;
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