Legal PACE Contract

LEGAL PACE CONTRACT

This Legal PACE Contract (the "Contract") is made and entered into as of Effective Date: by and between PACE Provider: with principal place of business at , and Property Owner: having an address for notice at . The Provider and Property Owner are hereinafter each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Provider operates or administers a Property Assessed Clean Energy ("PACE") financing program pursuant to applicable municipal or district assessment authorities that enables property owners to finance eligible energy efficiency, renewable energy, resiliency, or water conservation improvements by means of a special assessment on the property; and

WHEREAS, Owner owns the real property commonly known as Property Address: (Assessor Parcel Number: ) and seeks to finance eligible improvements through a PACE assessment; and

WHEREAS, Provider will provide financing for the installation of certain eligible improvements, to be installed by Contractor or Owner, and Owner will repay such financing through a special assessment or other assessment mechanism recorded against the Property, subject to the terms and conditions of this Contract.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Contract the following terms shall have the meanings set forth below: "Assessment" means the special charge levied against the Property to repay the PACE Financing; "Assessment Rate" means the periodic amount payable by Owner as set forth in Section 4; "Eligible Improvements" means the energy, water, or resiliency improvements described in the Project Scope; "Project" means the design, procurement and installation of Eligible Improvements identified in Exhibit A (Project Scope).

2. SCOPE OF WORK

Provider shall finance the Project described in the Project Description below and Owner shall cause the Project to be installed in accordance with applicable law, building codes, and industry standards. Project Description:

3. AMOUNT FINANCED; TERM; RATE

Provider agrees to provide financing in the principal amount of (the "Principal"). The Assessment shall be payable over a term of years, at an annual interest rate of percent, resulting in periodic Assessment payments as set forth in the Assessment Schedule attached as Exhibit B.

4. PAYMENT; COLLECTION; ASSESSMENT

Owner shall pay the Assessment in accordance with the Assessment Schedule. The Assessment shall be collected through the local assessment roll, property tax bill, or other legally authorized mechanism. Owner authorizes Provider, or the local assessment administrator, to record and enforce a lien or charge against the Property as security for the Assessment and to report delinquencies to any relevant municipal or county authority as permitted by law.

5. SECURITY; LIEN

Owner hereby grants and consents to the recordation of a contractual assessment, special assessment lien, or similar charge against the Property to secure repayment of the Assessment. Such lien, when recorded in accordance with applicable law, shall be superior or subordinate only as provided by applicable statutes and local assessment program rules. Owner agrees to execute all documentation reasonably necessary to effectuate the creation, perfection, and enforcement of such lien.

6. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it is duly organized and validly existing under the laws of its jurisdiction of organization and has full power and authority to enter into and perform this Contract; (b) the execution, delivery and performance of this Contract have been duly authorized and do not violate any law, agreement, or instrument binding on such Party; and (c) no consent, approval, or authorization of any governmental authority is required other than those set forth in Section 7.

7. PERMITS; COMPLIANCE WITH LAW

Owner shall secure, at Owner's expense, all permits, inspections and approvals required by applicable law for installation and operation of the Project. Owner and Provider shall comply with applicable building codes, environmental laws, and program-specific rules governing PACE financing. Provider shall have the right to require proof of compliance prior to disbursement of funds.

8. DEFAULT; REMEDIES

Owner shall be in default if Owner fails to pay any Assessment when due, materially breaches any representation or covenant in this Contract, or permits a material adverse change to the Property that impairs the lien. Upon default, Provider may pursue all remedies available at law or in equity, including acceleration of the Assessment, foreclosure of the assessment lien, recovery of costs of collection, interest, and reasonable attorneys' fees to the extent permitted by law.

9. INDEMNIFICATION

Owner shall indemnify, defend and hold Provider harmless from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to the installation, operation or maintenance of the Project, except to the extent caused by Provider's gross negligence or willful misconduct.

10. INSURANCE

Owner shall maintain property and liability insurance covering the Property and the Project in commercially reasonable amounts and naming Provider as a loss payee or additional insured to the extent reasonably requested by Provider. Owner shall provide certificates of insurance upon request.

11. ASSIGNMENT

Provider may assign, delegate or transfer its rights and obligations under this Contract in whole or in part without the consent of Owner; provided, however, that any such assignee shall assume Provider's obligations under this Contract. Owner may not assign this Contract without the prior written consent of Provider, which shall not be unreasonably withheld.

12. NOTICES

All notices, requests, consents and other communications required or permitted under this Contract shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, certified mail (return receipt requested), or other delivery method agreed by the Parties. Notices shall be effective upon receipt.

13. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Contract shall be effective unless in writing and signed by the Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

14. GOVERNING LAW

This Contract shall be governed by and construed in accordance with the laws of the state in which the Property is located, without regard to choice of law principles that would result in the application of the laws of any other jurisdiction.

15. ENTIRE AGREEMENT; SEVERABILITY

This Contract, including all exhibits and attachments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements. If any provision of this Contract is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16. COUNTERPARTS

This Contract may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic facsimile or other electronic means shall be deemed originals for all purposes.

17. ADDITIONAL ACKNOWLEDGMENTS

Owner acknowledges that recording of the Assessment may affect Owner's ability to refinance or sell the Property and that the Assessment may survive sale of the Property in accordance with applicable law. Owner certifies that the information provided to Provider in connection with this Contract is true and complete and authorizes Provider to verify such information as necessary to effectuate the Assessment.

EXHIBITS

The following exhibits are incorporated by reference and are an integral part of this Contract: Exhibit A (Project Scope and Specifications), Exhibit B (Assessment Schedule), and Exhibit C (Acknowledgment and Consent Forms).

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