Twain Community Partners III LLC AGREEMENT BETWEEN
MONROE COUNTY, FLORIDA
AND
Twain Community Partners III LLC
AS AN ADMINISTRATOR FOR THE FLORIDA RESILIENCY
AND ENERGY DISTRICT,AND MONROE COUNTY
,th et This Agreement (the "Agreement") is entered into this /6 day of ,S en4 '
241-8—by and between Monroe County, a political subdivision of the State of Florida (the
"Monroe County") and Twain Community Partners III LLC , a Missouri limited liability company
(" Twain "), as a third-party administrator for the Florida Resiliency and Energy
District (the "District")(collectively, the "Parties").
WHEREAS, Monroe County and the District have previously entered into that certain
Non-Exclusive Interlocal Agreement dated 1C1, 206 (the "Interlocal Agreement") which
authorizes the District to operate within the unincorporated area of Monroe County, for the - -
purposes of providing a Property Assessed Clean Energy("PACE") program; and
WHEREAS, Twain is a third party administrator for the District,
and will be operating on behalf of the District within unincorporated Monroe County; and
WHEREAS, Twain has s agreed to provide the County with a
separate indemnification agreement for the benefit of the County.
NOW,THEREFORE,the County and Twain hereby agree as follows:
1. The foregoing recitals are incorporated into this Agreement and approved.
2. Twain shall indemnify and hold harmless the County and its
officers, employees, agents and instrumentalities from any and all liability, losses or
damages, including attorneys' fees and costs of defense, which the County 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 Twain or its
employees, agents, servants, partners, principals, administrators, subcontractors, or agents
Twain 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
County, where applicable, including appellate proceedings, and shall pay all costs, judgments,
and attorney's fees which may issue thereon. Twain expressly understands and
agrees that any insurance protection shall in no way limit the responsibility to indemnify, keep
and save harmless and defend the County 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 Monroe County, Florida, the United States District Court for the Southern District of Florida
o i United States Bankruptcy Court for the Southern District of Florida, as appropriate.
[Signature Pages Follow]
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[Signature Page to Indemnification Agreement with Twain Community Partners III LLC I
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
MONROE TY
,(z.
By:
Roman Gastesi
County Administrator
(SEAL)
Attest: Approved as to form:
.47'44
Kevin Madok, Clerk and Comptroller dro MercadoAssistant my Attorney
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[Signature Page to Indemnification Agreement with Twain Community Partners III LLC 1
Twain Community Partners III LLC
By:
Name:/4,--- &
Title: 67 U,Ge iv1
Date: 1/0 GI
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