Legal RCV Agreement

LEGAL RCV AGREEMENT

This Legal RCV Agreement (the "Agreement") is made and entered into as of by and between Owner: , whose address is ; and Payor: , whose address is .

RECITALS

WHEREAS, Owner owns or controls the property located at (the "Property"); and

WHEREAS, a covered loss occurred on or about giving rise to a claim under policy/contract number ; and

WHEREAS, Payor is willing to provide Replacement Cost Value payments subject to the terms and conditions set forth herein in order to permit Owner to repair, replace or restore damaged property and to manage disbursement of funds while ensuring lien protection for final payment.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Replacement Cost Value" or "RCV" means the amount necessary to repair, rebuild or replace the damaged property without deduction for depreciation, subject to the terms of this Agreement.

1.2 "Actual Cash Value" or "ACV" means the RCV less depreciation where applicable until the time of completion and submission of required documentation for payment of RCV.

1.3 "Final Payment" means the portion of RCV payable after completion of repairs or replacement, receipt of required documentation, and satisfaction of lien release requirements set forth in Section 4.

2. SCOPE OF WORK AND ESTIMATES

2.1 Owner shall cause repairs, replacement, or restoration described in the estimates attached as Exhibit A to be performed in a workmanlike manner by contractors or vendors that meet applicable licensing and insurance requirements. Describe scope if not attached:

2.2 Estimated replacement cost set forth in the inspector's estimate is and shall be used for RCV calculation subject to inspection and adjustment by Payor.

3. PAYMENT TERMS

3.1 Payor shall disburse payments as follows: initial ACV payment in the amount of upon execution of this Agreement and receipt of invoices; and Final Payment equal to RCV less amounts previously paid and any approved holdback.

3.2 Holdback. Payor shall retain a holdback equal to of the estimated RCV (or a fixed amount of ), payable upon satisfaction of Section 4 conditions.

3.3 Final Payment Timing. Final Payment shall be due within days after Payor's receipt and acceptance of completed work verification, invoices, and unconditional lien releases unless Payor reasonably disputes the amount.

4. DOCUMENTATION, LIEN RELEASES AND FINAL PAYMENT CONDITIONS

4.1 As a condition to Final Payment, Owner must provide to Payor all of the following: final paid invoices and receipts from contractors and suppliers, unconditional lien releases or waivers in a form sufficient to discharge mechanic's and materialmen's liens, photographs of completed work, and any other documentation reasonably requested by Payor to evidence completion.

4.2 Owner authorizes Payor to withhold Final Payment in whole or in part if Payor reasonably believes that liens, claims, or defects exist until such matters are resolved. If Owner disputes such withholding, the Parties shall follow the dispute resolution procedures set forth in Section 6.

5. INSPECTIONS AND ADJUSTMENTS

5.1 Payor retains the right to inspect the Property during and after completion of repairs. If Payor's inspection discloses work that is not consistent with the approved estimate, Payor may adjust the Final Payment amount to reflect actual reasonable costs to complete or correct the work.

5.2 Any adjustment must be communicated in writing within days of inspection with a description of the basis for the adjustment.

6. DISPUTE RESOLUTION

6.1 The parties shall attempt in good faith to resolve disputes arising under this Agreement by negotiation between designated representatives. If negotiation fails within thirty (30) days, the parties agree to submit the dispute to mediation before filing suit.

6.2 If mediation does not resolve the dispute, either party may seek injunctive or other equitable relief and pursue any remedies available at law or in equity consistent with the provisions of this Agreement.

7. INDEMNIFICATION AND SUBROGATION

7.1 Owner shall indemnify and hold Payor harmless from and against any claims, liabilities, losses or costs (including reasonable attorneys' fees) arising from Owner's failure to obtain required permits, pay contractors or suppliers, or from improper, negligent or incomplete repair work performed by Owner or Owner's contractors.

7.2 Payor's payment of RCV shall not be construed as a waiver of Payor's rights of subrogation against third parties responsible for the loss. Owner shall execute documents reasonably required to pursue subrogation rights where Payor has paid amounts under this Agreement.

8. INSURANCE; COMPLIANCE

8.1 Owner shall ensure that any contractor performing work carries appropriate liability and workers' compensation insurance, and shall provide certificates of insurance to Payor upon request.

8.2 All work must comply with applicable laws, codes and regulations. Owner is responsible for obtaining and paying for permits and inspections required by governmental authorities unless otherwise agreed in writing.

9. TERMINATION AND REMEDIES

9.1 Either party may terminate this Agreement for material breach upon providing written notice and a fourteen (14) day opportunity to cure. Termination shall be without prejudice to any remedies that have accrued prior to termination.

9.2 In the event of Owner's failure to complete work and provide required documentation, Payor may pursue recovery of amounts overpaid and seek equitable relief, including a court-ordered escrow of disputed funds pending resolution.

10. NOTICES

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

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflicts of law principles.

11.2 Entire Agreement. This Agreement, together with any exhibits or attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

11.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect and the invalid or unenforceable provision shall be reformed to the extent necessary to make it valid and enforceable.

12. AMENDMENT; WAIVER; COUNTERPARTS

12.1 Amendment. This Agreement may be amended only by a writing signed by both parties.

12.2 Waiver. No waiver of any breach shall be effective unless in writing and signed by the party granting the waiver. Failure to insist upon strict performance of any provision shall not be deemed a waiver of any subsequent breach.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be effective as originals.

MISCELLANEOUS

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