HomeMy Public PortalAbout2019 Renew Financial Group.pdfINDEMNIFICATION AGREEMENT BETWEEN
THE VILLAGE OF KEY BISCAYNE, FLORIDA AND
RENEW FINANCIAL GROUP, LLC, ADMINISTRATOR FOR
THE FLORIDA GREEN FINANCE AUTHORITY
THIS INDEMNIFICATION AGREEMENT (the "Agreement") is entered into this
day of feb1"I, .Ai g, 2019 by and between the VILLAGE OF KEY BISCAYNE, a Florida
municipal corporation (the "Village"), and RENEW FINANCIAL GROUP, LLC ("RENEW"), the
administrator of the Florida Green Finance Authority ("FGFA"), collectively, the "Parties."
WHEREAS, the Village and the FGFA have proposed to enter into an agreement to
authorize FGFA to operate within the boundaries of the Village for the purposes of providing a
Property Assessed Clean Energy (PACE) program; and
WHEREAS, RENEW is the third party administrator for FGFA, and RENEW would be
operating on behalf of FGFA within the Village; and
WHEREAS, RENEW is a Delaware company authorized to transact business in Florida;
and
WHEREAS, RENEW has agreed to provide the Village with a separate indemnification
agreement for the benefit of the Village.
NOW, THEREFORE, the Village and RENEW hereby enter into the following Agreement:
1. The foregoing recitals are incorporated into this Agreement and approved.
2. RENEW 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 RENEW or its
employees, agents, servants, partners, principals, administrators, subcontractors, or agents.
RENEW 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 in each case with counsel selected by the Village with the approval of RENEW,
whose approval shall not be unreasonably withheld. RENEW 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:
VILLAGE CLERK
VILLAGE OF KEY BISCAYNE, FLORIDA
By ��'l By: VIA
Je fer Med na, CMC Andrea gha, Village Manager
Approved as to form and legality:
By:
Chad S. Friedman
Weiss Serota Helfman Cole & Bierman, P.L.
Village Attorney
ATTEST:
By:
RENEW FINANCIAL GROUP, LLC
By:
Print Name: 7 44 --+mac. f p-e-`kij Print Name: SaC,L..&'v ,r-
Approved as to form and legality: