HomeMy Public PortalAbout2020 Counterpointe SRE PACEINDEMNIFICATION AGREEMENT BETWEEN
THE VILLAGE OF KEY BISCAYNE, FLORIDA AI\D
COUNTERPOINTE SUSTAINABLE REAL ESTATE LLC, ADMINISTRATOR FOR
THE FLORIDA PACE FUNDING AGENCY
THIS INDEMNIFICATION AGREEMENT (the "Agreement") is entered into this 21st
day of _August 2020 by and between the VILLAGE OF KEY BISCAYNE, a Florida municipal
corporation (the "Village"), and COTINTERPOINTE SUSTAINABLE REAL ESTATE LLC
("COUNTERPOINTE'), the administrator of the Florida PACE Funding Agency ("Agency"),
collectively, the "Parties. "
WHEREAS, the Village and the Agency have proposed to enter into an agreement to
authorize the Agency to operate within the boundaries of the Village for the purposes of providing
a Property Assessed Clean Energy (PACE) program; and
WHEREAS, COLTNTERPOINTE is the third party administrator for the Agency, and
COUNTERPOINTE would be operating on behalf of the Agency within the Village; and
WHEREAS, COLTNTERPOINTE is a Delaware company authorized to transact business
in Florida; and
WHEREAS, COUNTERPOINTE has agreed to provide the Village with a separate
indemnification agreement for the benefit of the Village.
NOW, THEREFORE, the Village and COUNTERPOINTE hereby enter into the following
Agreement:
L The foregoing recitals are incorporated into this Agreement and approved.
2. COLTNTERPOINTE 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 ofthis Agreement
by COUNTERPOINTE or its employees, agents, servants, partners, principals, administrators or
subcontractors. COUNTERPOINTE 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. COLINTERPOINTE 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 OF KEY BISCAYNE, FLORIDA
By
By:
o
Jocelyn B. Koch
Approved as to form and legality:
Andrea Agha, Village Manager
fu/*;
Chad S. Friedman
Weiss Serota Helfman Cole & Bierman, P.L.
Village Attorney
COUNTERPOINTE SUSTAINABLE
REAL ESTATE LLC
By:
Print Name; EricAlini
cEo