HomeMy Public PortalAboutFlorida Development Finance Corporation, Administrator for the Florida Resiliency and Energy District.pdfINDEMNIFICATION AGREEMENT BETWEEN
THE VILLAGE OF KEY BISCAYNE, FLORIDA AND
FLORIDA DEVELOPMENT FINANCE CORPORATION, ADMINISTRATOR FOR
THE FLORIDA RESILIENCY AND ENERGY DISTRICT
THIS INDEMNIFICATION AGREEMENT (the "Agreement") is entered into this
day of f t 441 , 2019 by and between the VILLAGE OF KEY BISCAYNE, a Florida
municipal corporation (the "VILLAGE"), and the FLORIDA DEVELOPMENT FINANCE
CORPORATION ("FDFC"), the administrator of the Florida Resiliency and Energy District
("FRED"), collectively, the "Parties."
WHEREAS, the VILLAGE and FRED have proposed to enter into an agreement to
authorize FRED to operate within the boundaries of the VILLAGE for the purposes of providing
a Property Assessed Clean Energy (PACE) program; and
WHEREAS, FDFC is the third party administrator for FRED, and FDFC would be
operating on behalf of FRED within the VILLAGE; and
WHEREAS, FDFC is a Florida public body, corporate and politic, authorized by Chapter
288, Part X, Florida Statutes; and
WHEREAS, FDFC has agreed to provide the VILLAGE with a separate indemnification
agreement for the benefit of the VILLAGE.
NOW, THEREFORE, the VILLAGE and FDFC hereby enter into the following
Agreement:
1. The foregoing recitals are incorporated into this Agreement and approved.
2. FDFC shall indemnify and hold harmless the VILLAGE and its officers, employees, agents
and instrumentalities from any and all liability, losses or damages, including attorneys' fees and
costs of defense, which the VILLAGE or its officers, employees, agents or instrumentalities may
incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature
arising out of, relating to or resulting from the performance of this Agreement by FDFC or its
employees, agents, servants, partners, principals, administrators, subcontractors, or agents,
provided however, that FDFC shall have no obligation to indemnify or hold harmless the
VILLAGE for claims, demands, suits, causes of actions or proceedings of any kind or nature
arising out of, relating to or resulting from the gross negligence or willful misconduct of the
VILLAGE or its employees, agents, servants, partners, principals, administrators, subcontractors,
or agents. FDFC shall pay all claims and losses in connection therewith and shall investigate and
defend all claims, suits or actions of any kind or nature in the name of the VILLAGE, where
applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees
which may issue thereon. FDFC expressly understands and agrees that any insurance protection
shall in no way limit the responsibility to indemnify, keep and save harmless and defend the
VILLAGE or its officers, employees, agents and instrumentalities as herein provided.
3. This Agreement shall be interpreted and construed in accordance with and governed by the
laws of the state of Florida. The Parties agree that the exclusive venue for any lawsuit arising from,
related to, or in connection with this Agreement shall be in the state courts of the Eleventh Judicial
Circuit in and for Miami -Dade County, Florida, the United States District Court for the Southern
District of Florida or United States Bankruptcy Court for the Southern District of Florida, as
appropriate.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written
above.
ATTEST:
CITY CLERK
VILLAGE OF KEY BISCAYNE,
FLORIDA
By: s • Y- D d'Th By;
.6. -41 -Jennifer M; dina, C t -4t_ [_
/
Approved as to form and legality: f
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By: ` '�•
Weiss Scrota Helfman Cole & Bierman, P.L. ,' - �.; -
City Attorney
ATTEST:
a, Village Manager
FLORIDA DE VLOPMENT
FINANCE CO ORATION
By:
Print Name: Waite.( (/M SII.