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HomeMy Public PortalAboutFortifi Financial, Inc.pdfINDEMNIFICATION AGREEMENT BETWEEN THE VILLAGE OF KEY BISCAYNE, FLORIDA AND FORTIFI FINANCIAL, INC. THIRD PARTY ADMINISTRATOR FOR THE FLORIDA PACE FUNDING AGENCY THIS INDEMNIFICATION AGREEMENT (the "Agreement") is entered into this 17th day of August, 2020 by and between the VILLAGE OF KEY BISCAYNE, a Florida municipal corporation (the "City"), and FORTIFI FINANCIAL, INC. (the "Administrator"), the Administrator of the Florida PACE Funding Agency ("Agency"), collectively, the "Parties." WHEREAS, the City and the Agency have proposed to enter into an agreement to authorize the Agency to operate within the boundaries of the City for the purposes of providing a Property Assessed Clean Energy (PACE) program; and WHEREAS, Administrator is the third party Administrator for the Agency, and ADMINISTRATOR would be operating on behalf of the Agency within the City; and WHEREAS, Administrator is a Delaware company authorized to transact business in Florida; and WHEREAS, Administrator has agreed to provide the City with a separate indemnification agreement for the benefit of the City. NOW, THEREFORE, the City and Administrator hereby enter into the following Agreement: 1. The foregoing recitals are incorporated into this Agreement and approved. 2. Administrator shall indemnify and hold harmless the City and its officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which the City 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 Administrator or its employees, agents, servants, partners, principals, Administrators, or subcontractors. Administrator shall pay all claims and tosses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the City, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue thereon. Administrator expressly understands and agrees that any insurance protection shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City 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 Southem District of Florida, as appropriate. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. ATTEST: CITY CLERK By: Jocelyn B. Koch Approved as to form and legality: VILLAGE OF KE G� �2c�s�•�,r' I K By: Weiss Serota Helfman Cole & Bierman, P.L. City Attorney ATTEST: by:f___DocuSiWed , FLORIDA By C. Williamson, Village Manager � iJ FORTIFI FINANCIAL, INC. DocuSigned by: axis �,o, Wilsew Nod By: 5AA81 F623A05441... By: 4D552543CA2B4B8... Todd Wilson, COO Approved as to form and legality: r—DocuSigned by. l is pth.rsat. `-37ASAF2920504B9_. By: Chris Peterson, VP Government Affairs Christopher Nard, CEO Docu,,.; ID SECURED Certificate Of Completion Envelope Id: 6511992D53364EC2BEFB9E910AD808A0 Subject: [please sign] Key Biscayne, FL Indemnification Agreem Source Envelope: Document Pages: 2 Certificate Pages: 2 AutoNav: Enabled Envelopeld Stamping: Disabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Signatures: 3 Initials: 0 Status: Completed Envelope Originator: Miguel Saucedo 11111 Santa Monica Blvd. Suite 950 Los Angeles, CA 90025 msaucedo@fortifi.com IP Address: 68.7.98.85 Record Tracking Status: Original 8/17/2020 12:36:04 PM Signer Events Chris Nard cnard@fortifi.com Security Level: Email. Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Chris Peterson chris@fortifi.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Wilson twilson@fortifi.com Security Level: Email. Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Holder: Miguel Saucedo msaucedo@fortifi.com Signature .r Docuspned by: (, is " —4[) ,25a]CA2R,fB Signature Adoption: Pre -selected Style Using IP Address: 192.161.70.82 [DocuSigned by: (/pis Pt ft vvv, 37AME292050499 Signature Adoption: Pre -selected Style Using IP Address: 66.10.101.54 pDocuSpned by: 1)a1 U)tLsotti ‘--5,V,y F623AG5«'. Signature Adoption: Pre -selected Style Using IP Address: 76.79.74.44 Location: DocuSign Timestamp Sent: 8/17/2020 12:38:43 PM Viewed: 8/17/2020 12:48:09 PM Signed: 8/17/2020 12:48:18 PM Sent: 8/17/2020 12:38:42 PM Viewed: 8/17/2020 12:44:57 PM Signed: 8/17/2020 12:45:05 PM Sent: 8/17/2020 12:38:43 PM Viewed: 8/17/2020 12:48:43 PM Signed: 8/17/2020 12:48:50 PM In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/17/2020 12.38.43 PM Certified Delivered Security Checked 8/17/2020 12:48:43 PM Signing Complete Security Checked 8/17/2020 12:48:50 PM Completed Security Checked 8/17/2020 12:48:50 PM Payment Events Status Timestamps