Finance Meter Lease Agreement

FINANCE METER LEASE AGREEMENT

Parties and Contact Information

This Finance Meter Lease Agreement (the Agreement) is made as of between the Lessor and the Lessee identified below. The Lessor leases the equipment described herein to the Lessee pursuant to the terms and conditions of this Agreement.

Recitals

WHEREAS, Lessor owns certain metering equipment and related hardware and software used to measure utility consumption (the Equipment); and

WHEREAS, Lessee desires to lease the Equipment from Lessor and Lessor agrees to lease the Equipment to Lessee on the terms and conditions set forth herein.

1. Lease of Equipment; Schedule A

Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Equipment identified in Schedule A attached hereto. Schedule A sets forth make/model, serial number, installation location, quantity, unit lease rate and monthly charge for each item of Equipment.

2. Term

The Lease commences on and continues until unless earlier terminated in accordance with this Agreement. Either party may terminate prior to the expiration only as expressly provided in Section 11.

3. Rent; Payment Terms

Lessee shall pay to Lessor monthly rent in the amount equal to the Total Monthly Rent set forth in Schedule A. Payments are due on or before the day of each month. Payment method accepted: check, ACH, or wire transfer as directed by Lessor.

4. Delivery, Installation and Acceptance

Lessor shall deliver and install the Equipment at the locations specified in Schedule A. Lessee shall provide reasonable access, power, and site conditions required for installation. Title to the Equipment remains with Lessor at all times. Lessee shall have days from installation to notify Lessor in writing of any nonconformity; absent such notice, the Equipment will be deemed accepted.

5. Maintenance, Repair and Ownership

Lessor shall be responsible for routine maintenance of the Equipment unless parties otherwise agree in writing. Lessee shall promptly notify Lessor of damage or malfunction. Lessee shall not alter or remove identifying marks or tamper with the Equipment. All replacements and repairs made by Lessor remain Lessor property.

6. Meter Data, Access and Billing

Lessor or its authorized agents shall have reasonable access to the Equipment for inspection, reading, maintenance and data retrieval. Meter readings and data used to calculate charges shall be maintained by Lessor. Lessee acknowledges that billing may be based upon remote reads or periodic manual reads conducted by Lessor.

7. Taxes, Fees and Utilities

Lessee shall be responsible for all taxes, assessments, duties, and fees relating to the use, possession, or lease of the Equipment, excluding taxes based on Lessor's income. Any utility charges for power used by the Equipment shall be borne by unless otherwise agreed in writing.

8. Insurance

Lessee shall maintain insurance covering the Equipment for physical loss and damage and commercial general liability covering claims arising out of Lessee operations involving the Equipment. Required coverage: property insurance for at least and general liability limits of per occurrence. Lessee shall name Lessor as additional insured and provide certificate of insurance upon request.

9. Indemnification and Limitation of Liability

Lessee shall indemnify, defend and hold harmless Lessor from and against any claims, losses or damages arising out of Lessee's use, installation, maintenance, or removal of the Equipment, except to the extent caused by Lessor's gross negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF THE TOTAL AMOUNTS PAID BY LESSEE TO LESSOR DURING THE PRIOR TWELVE (12) MONTHS OR THE AMOUNT SPECIFIED HERE:

10. Default and Remedies

Events of default include failure to pay rent within days of the due date, failure to maintain required insurance, or any material breach of this Agreement. Upon default, Lessor may accelerate payments, recover possession of the Equipment, recover damages, and pursue all remedies available at law or equity.

11. Removal at Termination

Upon expiration or termination, Lessor shall have the right to remove the Equipment. Lessee shall provide reasonable access and shall not obstruct removal. Lessee shall return the Equipment in ordinary wear and tear condition; cost of repair for damage beyond ordinary wear and tear shall be Lessee's responsibility.

12. Assignment

Neither party may assign this Agreement without the prior written consent of the other, provided that Lessor may assign its rights and obligations to an affiliate or in connection with financing of the Equipment so long as the assignee assumes Lessor's obligations hereunder.

13. Notices

All notices under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or personal delivery and shall be effective upon receipt.

14. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. Any dispute arising under this Agreement shall be resolved by the courts of that jurisdiction unless the parties agree in writing to alternative dispute resolution.

15. Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the Equipment lease and supersedes all prior negotiations and agreements. Any amendment must be in writing and signed by both parties. If any provision is held invalid, the remaining provisions shall continue in full force and effect.

Certifications

Each party represents and warrants that the person executing this Agreement on its behalf has been duly authorized to enter into this Agreement and to bind the party to its terms.

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