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Item 4.2 PACE AttachmentCONTENTS I. Introduction ............................................................................................................ ............................... 1 A. Parties Identified in this Report ......................................................................... ............................... 2 1. Issuing Agency: CEDA ........................ 2. Program Administrator: Figtree Company, Inc. (" Figtree") ........................... ..............................2 3. Bond Administrator: Willdan Financial Services (" Wilidan") ....................... ..............................2 B. Participating Agencies Included in this Program Report ................................... ............................... 2 C. Background ......................................................................................................... ..............................3 D. Program Goals ................................................................................................... ............................... 3 E. Program Benefits ................................................................................................ ..............................4 F. Program Administration ............................................................. ....................................................... 4 G. Financing Plans ................................................................................................... ..............................5 H. Geographic Parameters ...................................................................................... ............................... 5 I. Changes to Report .............................................................................................. ............................... 5 II. Program Requirements for Participation in Commercial Financing ...................... ............................... 5 A. Eligible Property Owners and Property Classifications ...................................... ..............................5 B. Eligible Improvements ........................................................................................ .... ... .......................6 C. Eligible Costs ...................................................................................................... ..............................7 D. Administrative Costs .......................................................................................... ............................... 7 E. Application Process ........................................................................................... ............................... 8 I1I. Program Plan for Commercial PACE Financing ............................................. ............................... 11 IV. Program Requirements for Participation in Residential Financing .................. ............................... 11 A. Eligible Property Owners and Property Classifications ................................... ............................... 11 B. Eligible Improvements ..................................................................................... ............................... 12 C. Eligible Costs ................................................................................................... ............................... 12 D. Administrative Costs ........................................................................................ ............................... 13 E. Application Process ...... ... ........ ......... ..................................... .......... ................... I........................... 14 V. Program Plan for Residential PACE Financing ................................................... ............................... 16 VI. Program Requirements for Participating Contractors ...................................... ............................... 16 A. Eligible Contractors ......................................................................................... ............................... 16 VII. Appeals ............................................................................................................ ............................... 17 VIII. Program and Financing Disclosures .................................................................. .............................18 A. Financing Amount and Terms — Commercial Properties ................................... .............................18 4829.6142- 0561.1 1. Minimum Assessment Financing Amount ................................................... ............................... 18 2. Maximum Assessment Financing Amount .................................................. ............................... 18 3. Financing Term ............................................................................................ ............................... 18 B. Financing Amount and Terms —Residential Properties .................................. ............................... 19 1. Minimum Assessment Financing Amount ................................................... ............................... 19 2. Maximum Assessment Financing Amount .................................................. ............................... 19 3. Financing Term ............................................................................................ ............................... 19 C. Maximum Portfolio ............................................................................................ .............................19 D. Priority of Funding ............................................................................................. .............................19 E. Accelerated Foreclosure ..................................................................................... .............................19 F. Prepayment ................................................................................................ ............................... .. 20 G. Assessment Interest Rate ................................................................................... .............................20 IX. Exhibits .............................................................................................................. ............. ................20 4829 - 6142 - 0561.1 I. INTRODUCTION This report ( "Program Report") has been prepared in compliance with Section 5898.22 and 5898.23 of Chapter 29 of the California Streets and Highways Code in connection with the development and implementation of Figtree PACE (the "Program "), a Property Assessed Clean Energy ( "PACE ") financing program, within the jurisdictions of California cities and counties that are already members of or those which are pending or will become members of the California Enterprise Development Authority ( "CEDA "), referred to as "Participating Agencies." The Figtree PACE program, also known as the California PACE Program, (both the "Program "), is a local government initiative designed to unlock the multibillion dollar economic stimulus of energy efficiency. The Program gives California Property Owners (defined as owners of record of commercial and/or residential property(ies)) access to upfront financing for energy efficiency, renewable energy, and water conservation property improvement projects which create local jobs, encourage sustainable building practices, and help municipalities reach climate protection goals — all without relying on public funds. The Program is offered by the California Enterprise Development Authority ( "CEDA "), a joint powers authority established by the California Association for Local Economic Development ( "CALED "), which has retained Figtree Company, Inc. ( "Figtree ") as the Program Administrator. The Program is established pursuant to California Assembly Bill 811, adopted in 2008, which provides for local agencies to leverage the power of voluntary contractual assessments, as a financing mechanism, to finance property improvements to promote the public purpose of energy and water resource efficiency. This Program Report is the authoritative document for the Program and fulfills the Section 5898.22 and 5898.23 requirements and contains the following: • Policies of CEDA concerning contractual assessments, which include the following: • Authorized improvements for Program financing (See Exhibit C) • Identification of the CEDA official authorized to enter into contractual assessments on behalf of CEDA (See section LA) • Maximum aggregate dollar amount of voluntary contractual assessments authorized for the Program (See section VIII. C) • Guidelines for prioritizing financing requests in the event that such requests may exceed authorization amount (See section VIII.E) • Underwriting criteria for Program eligibility (See section ILA and IV.A) • Safeguards used to ensure total annual property tax and assessments on property wilt not exceed 5% of property value per California Code (See section VII1A.2 and VIII.B.2) • Fundraising plan for capital to pay for work performed (See section III and V) • Summary of discussions with the County Auditor /Controllers with jurisdiction over the Participating Agencies as to the fees chargeable to Participating Agencies and/or Program participants for incorporating voluntary contractual assessments into the property tax bills (See section ILD and IV. C) • Maps showing the territory, with delineated boundaries, in which contractual assessments are offered (See Exhibits A -1 through A -47) • Draft Assessment Contract between a Property Owner and CEDA specifying the terms and conditions of the financing (See Exhibit B) 4829-6142-0561.1 A. Parties Identified in this Report Energy financing programs, such as Figtree PACE,; are continually evolving with emerging financial products and solutions.. Because of the nature of the 'energy efficiency financing structure, the financing team participants may vary throughout the life of the Program and additional financing participants may be used at the discretion of Figtree and/or CEDA, as required: 1.Issuing Agency: CEDA CEDA 550 Bercut Drive, Suite G Sacramento, CA: 95811 Phone: 916- 448 -8252 Web: ceda.caled.org CEDA has authorized its Chair to enter into contractual assessments on behalf of CEDA. . Program Administrator: Figtree Company, Inc. ( "Figtreell) Figtree is a San Diego based company specializing in municipal and energy financial services. 3.Bond Administrator: Willdan Financial Services ( "Willd n ") illdan is a subsidiary of Willdan {:group, Inc., a publicly traded company (NASDAQ: WLDN), specializing in financial and economic- consulting for growth planning, revenue generation, debt administration and municipal services. B. Participating Agencies Included in this Program Report The cities and counties that have adopted the required resolutions authorizing CEDA to establish and administer a PACE assessment district on their behalf (each a "`Participating Agency," collectively "Participating Agencies ") are as follows: • City of ,South San Francisco - adopted February 22, 2012 (Resolution Nos. 15- 2012, 16 -2012) • City of Pittsburg — adopted March 5, 2012 (Resolution No. 12- 11786); • County of Kern ;= adopted March 13, 2012 (Resolution No. 2012 -033); • City of Dublin - adopted March 20, 2012 (Resolution No. 36 -12); • City of Redlands — adopted March 20 2012 (Resolution No 7140); • City of Rancho Cordova — adopted April 16,;2012 (Resolution No. 24- 2012). • County of Alameda — adopted April 24, 2012 (R- 201`2 - 135) • !City of Elk Grove — adopted May 31, 2012 (Resolution No. 12 -24) ;; • !City of Yuba City — adapted August 16, 2012 (Resolution No. 12 -035), • City of K ngsburg -- adopted August 16, 2012 (Resolution No. 2012 -31); • City of Clovis — adopted May 21, 2012 (Resolution No. 12 -28); • City of Fresno - adopted October 18, 2012 (Resolution No. 2012 -181); • !City of San Diego — adapted October 23, 2012 (Resolution No. R- 307794); • City of Commerce — adapted November 20, 2012 (Resolution No. 12- 130); • City of Palm Springs - adapted December 19 2012 (Resolution No. 23282); • County of Butte'— adopted March 26, 2013 (Resolution No. 13-048); • City of Bakersfield — adapted April 17, 2013 ( Resolution No. 040 -13); • City of San Marcos — adopted April 23, 2013 '(Resolution No. 2013- 7772); • City of Vista — adopted .April 23, 2013 (Resolution No. 2013 -48); • City of Santee — adopted April 24, 2013 (Resolution No. 029- 2013); 4829 - 6142. 0561,; 2 • City of Chico — adopted June 4, 2013 (Resolution No. 40 -13); • City of Oroville — adopted June 4, 2013 (Resolution No. 8075); • City of Oceanside — adopted June 5, 2013 (Resolution No. 13- R0397 -1); • County of San Diego — adopted August 6, 2013 (Resolution No. 13 -106); • City of Turlock — adopted August 13, 2013 (Resolution No. 2013 -141); • City of Hawthorne — adopted August 13, 2013 (Resolution No. 7568); • City of Stockton — adopted August 27, 2013 (Resolution No. 1201 -02); • Town of Paradise — adopted July 9, 2013 (Resolution No. 13 -39); • City of Rancho Palos Verdes -- adopted September 9, 2013 (Resolution No. 2013 -59); • City of Lomita — adopted August 19, 2013 (Resolution No. 2013 -44); • City of El Segundo — adopted August 20, 2013 (Resolution No. 4837); • City of Anaheim — adopted October 8, 2013 (Resolution No. 159); • City of San Jose — adopted December 3, 2013 (Resolution No. 76871); • City of Hermosa Beach — adopted September 10, 2013 (Resolution No. 13- 6875); • City of Rolling Hills — adopted October 14, 2013 (Resolution No. 1152); • City of Gardena — adopted October 8, 2013 (Resolution No. 6103); • City of Lemon Grove — adopted November 19, 2013 (Resolution No. 3233); • City of Carlsbad — adopted December 3, 2013 (Resolution No. 2013 -283); • City of Solana Beach — adopted March 26, 2014 (Resolution No. 2014 -004); • City of Santa Paula — adopted April 21, 2014 (Resolution No. 6871); • County of Monterey — adopted May 14, 2014 (Resolution No. 14 -424); • City of El Cajon -- adopted April 22, 2014 (Resolution No. 040 -14); • City of Escondido — adopted April 9, 2014 (Resolution No. 2014 -47) • City of Cypress • City of Imperial Beach • City of Inglewood • City of Willows C. Background Assembly Bills 811 and 474 (the "Legislation') were approved by the California Legislature and signed into law by the Governor in 2008. Under these bills, the California Legislature declared that a public purpose is served by financing property improvement projects related to renewable energy, energy efficiency, water conservation (collectively known as the "Authorized Improvements ") through voluntary contractual assessment programs. The Legislation applies to residential, commercial, industrial, and other real property. Figtree PACE was developed to provide California cities and counties a turnkey, no -cost approach in compliance with Assembly Bills 811 and 474. On December 15, 2011 CEDA approved the Program, becoming the requisite public agency for assessment district formation. Subsequently, cities and counties have opted to participate in the Program by joining CEDA and passing the requisite resolutions. Figtree has supported, and continues to support, public agencies along the path to participation in the Program. The Figtree PACE model has proved successful, with the initial round of project funding occurring in December 2011. D. Program Goals The primary goals for the Program are to create local jobs, stimulate local economies, and help cities and counties meet energy and climate protection goals. 4829 -6142 -0561.1 In terms of goals for the PACE category, the Program aims to create a financial lending product by which PACE financing becomes a mainstream asset class with a high degree of standardization, predictability, and scale, leading to decreased transaction costs for the benefit of California Property Owners. E. Program Benefits Figtree PACE offers multiple benefits to each category of Program stakeholders. Cities and counties, Property Owners, and contractors and vendors. Participating Agencies may benefit from: • Business attraction and retention • Increased sales tax revenues • Increased permit fee revenues • Cleaner communities and improved property values • Emissions reductions to comply with state mandates For Property Owners, the Program offers: • Opportunities to reduce utility costs through property improvements • Enabling project capital for much - needed upgrades • A no- money -down financing alternative • Fixed -rates and longer terms than many conventional financings For contractors and vendors, the Program offers: • Project - enabling financing to reach new and existing clients • Marketing and outreach opportunities • Development of sustainable business practices • Increased revenues and profitability F. Program Administration The Program is sponsored by CEDA, which is authorized to form assessment districts on behalf of the Participating Agencies and enter into Assessment Contracts with Property Owners. Figtree has been retained by CEDA as the Program Administrator for all administrative, outreach, and funding activities of the Program, including but not limited to: • Advising Participating Agencies on Program setup; • Community education and Marketing outreach; • Responding to Property Owner inquiries; • Approving contractors for Program participation; • Processing assessment financing applications (the "Application "); • Bond administration and lien recordation; • Facilitating the distribution of funds 4829 - 6142 - 0561.1 4 G. Financing Plans In order to provide financing that suits the economics of energy efficiency, renewable energy, and water conservation projects, the Program has been designed to accommodate various sources and methods of funding the Authorized Improvements:, Authorized Improvements may be funded through one or more of the following or any other legally available method approved by the CEDA board: • issuance of municipal bonds. Issuing municipal bonds for either a single project or a pool of projects. • Free market sourcing; Facilitating the "open market" model by which a borrower can choose its own PACE lender and CEDA may issue a micro bored or assign the Assessment Contract for the benefit of the PACE lender. • Warehouse Lending Facility: Utilizing warehouse or interim facility to fund PACE projects and hold Assessment Contracts until a takeout through securitization or issuance of bonds. 11. Geographic Parameters The Program is available to Property Owners within the legal jurisdiction of the Participating Agencies, Both cities and counties may join the Program. When a county adopts the Program, the Program becomes available to Property Owners in unincorporated areas; and incorporated cities gain a simplified approach to Program participation. A city within a participating county may opt-in to the Program by the city's legislative body adopting a resolution requesting inclusion in the existing; county Programs, Pursuant to such resolution to participate in the Program, the city will find and declare that the properties in the city's incorporated area will benefit from participation. Furthermore, the city's resolution will authorize CEDA to implement the Program, and tame actions necessary for financing the Authorized Improvements. If the city is not a member of CEDA, it must also adopt a resolution; joining CEDA. 1. Changes to Report CEDA and/or Figtree may make changes to this Report that are reasonably determined to be necessary to clarify its provisions, accomplish program goals, and provide additional services that do not conflict with any existing provisions: CEDA and /or Figtree may modify from time to time the Authorized Improvements (Exhibit C), the Assessment Contract (Exhibit I3), and terms of the Figtree PACE Application (Exhibit l7) as deemed necessary. Participating Agencies may request modifications to the Program Report and CE DA may make such modifications if deemed appropriate; II. PROGRAM 12EQuiREmENTS FOR. PARTICIPATION IN COMMERCIAL FINANCING A. Eligible Property Owners and Property Classifications Figtree PACE is designed to be a robust program that responsibly delivers assessment financing. Program applicants (also "Property Owners ") must meet a number of financial standards to qualify. Property Owners may be individuals, associations, business entities cooperatives, and virtually any owner of taxable real property. The PACE financing structure enables Property Owners to make no personal guarantees, as the financing is secured by the Property (defined as the property which is the subject of an 4829 -6142 -0561 A 5 Application). Therefore, Figtree PACE financing does not encumber Property Owner's personal credit, making the Program a financially viable option for property owners large and small. While the upper limit on the amount of financing available, as determined by the value of the Property, is sufficient for most projects, Property Owners may use the Program as one layer of an overall financing strategy to accommodate the largest of projects. Additionally, Property Owners are eligible to make multiple Applications for additional energy and water efficiency measures, provided that the Applications are within the scope of the underwriting criteria. The underwriting criteria for qualifying Program participants include: • Applicant(s) is /are the legal owner(s) of the Property described in the Application • Property Owner is current on property taxes for the Property • Property Owner is current on private property debt and has not been delinquent in the past three (3) years or since owning the Property, if less than 3 years • Mortgage lender(s) has /have been provided the Notice of Request for Lender Consent and Acknowledgement (if applicable) • Property Owner has not declared bankruptcy in the past five (5) years • Property is not listed as an asset in bankruptcy • The lien -to -value ratio (excluding assessed financing amount) does not exceed one hundred percent (i.e. no negative equity) • Property is developed and located within the jurisdiction of a Participating Agency • Property is classified as Commercial (including Industrial, multifamily, etc.) Eligible Property Classifications Commercial property is generally defined as any property not used as a single family or multifamily residence (up to 4 units). Examples of eligible commercial property include: • Multifamily Units (5 or more units) • Warehouse • Manufacturing/Industrial • Hotel • Office • Retail /Wholesale • Shopping Centers • Restaurants B. Eligible Improvements The Program accommodates a wide range of energy and water savings measures, consistent with the following provisions. • Authorized Improvements must be permanently fixed to the Property. • Program financing is provided only for portion of project costs associated with the Authorized Improvements, that is, no costs of remodeling or new construction are eligible for Program financing (discussed further in section H.Q. • Program financing is intended for replacement of outdated equipment and installation of new equipment that reduces energy and /or water consumption. • Program financing is made available for the following types of Authorized Improvements: o Energy efficiency 4829- 6142 - 0561.1 6 o Renewable energy o Water conservation o Alternative/ Custom Improvements Note on Alternative/ Customer Improvements: Upon review and approval by Figtree, Program financing is made available for emerging technologies for energy improvements that provide new ways to save or generate energy. These improvements will be evaluated on a case -by -case basis. For further examples of Authorized Improvements, see Exhibit C. C. Eligible Costs Eligible costs of Authorized Improvements include the cost of equipment and installation. Installation costs may include, but are not limited to, materials, labor, legal fees, appraisal fees, drafting, engineering, application fees, permit fees, processing fees, energy audit, and inspection charges. Remodeling, repair, and /or new construction costs do not qualify for Program financing except to the extent such construction is required for installation of a qualifying Improvement. Such equipment may include solar leases where such leases meet requirements of the PACE Program. Property Owners are encouraged to obtain bids from multiple Eligible Contractors, as each transaction is between the Property Owner and the Eligible Contractor. Neither Figtree nor CEDA nor a Participating Agency makes representations of the quality of work provided by an Eligible Contractor. Property Owners must protect their own interests and obtain the best price, service, and warranties. The role of Participating Agencies is limited to authorizing a financing district. The Property Owner is fully responsible for his or her purchase, service and performance expectations, and warranties. In each case, Figtree will determine whether the estimated equipment and installation costs are reasonable. Figtree reserves the right to evaluate market conditions and, at its discretion, require additional bids to determine whether costs are reasonable. While the Property Owner is encouraged to select the bidder of his or her choice from the list of Eligible Contractors, the amount available for assessment financing may be limited to an amount deemed reasonable by Figtree. In the event that (a) the acquisition, construction and/or installation of the Improvements (including, but not limited to commencing the permit process) has not commenced within 180 days of the issuance of the financing for the Improvements, or (b) all or a portion of the proceeds of the financing are not utilized to fund the Improvements within two (2) years of the issuance of the financing, the remaining Improvements shall not be funded under the Assessment Contract and the amount of the financing amount owing to the Contractor shall not be tendered to the Contractor; and the Borrower shall be responsible for the unpaid accrued interest, closing costs, related administrative costs and a special five percent (5 %) termination fee relating to the unfunded amount as of the settlement date. D. Administrative Costs Discussions with the appropriate Auditor /Controller's offices have been initiated. It is anticipated that standard fees for placing special assessments on the tax roll will apply. Figtree has been in consultation with the County Auditor - Controller of each Participating Agency regarding any fees resulting from the incorporation of the contractual assessments into the general taxes of the County on real property. Based on Figtree's current and ongoing discussions, fees will be in 4829 - 6142 - 0561.1 7 accordance with the normal fees of each County Auditor-Controller for placing similar assessment charges on the County tax roll for general property taxes. These fees will be collected directly from participating Property Owners as a portion of the Recovery Fee associated with the annual levy amount. Administrative fees are recovered by the "spread" between bond rates and the Program financing interest rate, and by an annual administrative charge added to the annual assessment amount billed to each Property Owner each year. Other than the fees below, the Property Owners will not be billed for any additional charges or assessments. The following costs will be the responsibility of the Property Owner: • Application Fee: The fee is $695 per Commercial Application and included in the total financing. A fee of $100 per parcel will apply to properties on multiple contiguous parcels with the same occupancy use if the assessment amount is allocated across such parcels. The Application Fee includes title verification and recordation of closing documents with the county in which the Property is situated. • Financing Issuance Fee: At the time of closing, Figtree will charge you a one-time administration fee of up to four percent (4%) and not less than two percent (2%) of the principal amount of the assessment on the Property to cover the additional transaction costs of the Program. This fee will be added to the total assessment amount financed. • Annual Administrative Fee: A charge of up to three percent (3%) and not less than one percent (1%) of the total annual assessment amount will apply for cost recovery. This administrative cost recovery will be added to the annual assessment amount, • Permit Fees: Property Owners must determine whether a permit(s) is/are required for the chosen improvement measures, If required, Property Owners will be responsible to pay permit fees. Permit fees are eligible for inclusion in the financing. • Progress Draws: For large projects, progress draws or multiple disbursements may be available to alleviate the burden of carrying costs. Progress draws are subject to a fee to the contractor of $495 each. A maximum of two progress draws may be taken. E. Application Process Step 1: Apply and Get Approved for Financing To begin, the Property. Owner must apply to Figtree for Program financing and be approved for participation in the program based on qualification criteria. Figtree will verify Property ownership and existing liens by ordering a title report on the Property. The Property Owner submits the Application together with its required attachments to Figtree online at www.fiareefinancing—coin or by mail: Figtree Financing Attention: PACE Program 9915 Mira Mesa Blvd., Suite 130 San Diego, CA 92131 Questions regarding the status of an Application should be directed to Figtree toll free at (877) 577-7373 4829-6142-0561,1 8 Figtree determines whether each Application is complete and acceptable per Program guidelines, Incomplete Applications will not be accepted. Applications will be processed on first - come, first - served basis. Step 2: Define the Scope of Work and Budget Upon approval for participation, the Property Owner should dune the prot'ect's scope of work and obtain a bid from an Eligible Contractor(s) (defined as contractors meeting certain professional standards, as further described in Section VIA). Figtree maintains an online database of Eligible Contractors that are members of the Program at htto://www.floreefinancinp-.com/resources-coiitractors/. A description of the scope of work and a copy of the bid(s) should be submitted to Figtree in order to determine the amount of financing required and to verify that all proposed Authorized Improvements qualify under the Program underwriting standards. Step 3: Lender Consent For mortgaged commercial properties, Figtree requires notification to the`mortgage lenders) to obtain consent to the PACE assessment as described below. The PACE assessment is on par with property taxes and therefore senior to any existing the mortgage lien. Because most mortgage contracts include a "due on encumbrance clause preventing a Property Owner from voluntarily placing a lien in a senior position, Figtree has instituted the lender consent requirement to protect Property Owners from potential violations of their mortgage contracts. Once Figtree has determined an applicant's eligibility for financing and the amount of financing required for the proposed project, Figtree will submit the proposed scope of work and budget to the mortgage lender for approval. Property Owners and Eligible Contractors should allow approximately three to four ` weeks For Figtree to obtain the mortgage lender's consent. Lender consent to Prior Assessment Lien: The Program provides for the holders of any private lien on the participating Property (the "Mortgage Lenders") to receive notice of the pending contractual assessment and requests written lender consent that the assessment lien will have the same priority as real property taxes. The Program's tender consent process has been designed to protect the security interest of the Mortgage Lenders, The Program Administrator will send notices requesting lender consent (the "Notice and Request' for Fender Consent ") via certified mail to all Mortgage Lenders' names and addresses' listed in the participating Property Owner's Mortgage Loan Agreement, Promissory Note, Deed of Trust, and other Security Agreements as applicable' (collectively the " Mortgage Documents "), as described by a title report obtained by Figtree. The Notice and Request for Fender Consent ( "Lender Consent ") requests (i) confirmation from the Mortgage Lender that the levy of the assessment pursuant to the Assessment Contract will not trigger an event of default' or the exercise of remedies under the participating Property Owner's Mortgage Documents; (ii) provides notice that the assessment will be secured by a statutory lien on the participating Property pari passu with real property taxes; ('iii) provides written notice of the proposed participation of the Property in the Program; and confirms that the Mortgage Lenders' signature constitute consent as required under the Mortgage documents. 4829-6142-056L 1 9 Lender failure to respond to the Lender Consent: If the lender returns the Notice and Request for Lender Consent and specifically states it does not consent, the Property Owner may not participate. If there is no written lender response received from the Mortgage Lender within 30 days after the postmarked date of the Lender Consent, (the "Lender Consent Period "), based upon the language in the Lender Consent and subject to the disclosure provisions of the Application and as otherwise required by Figtree, the participating Property Owner may request the Program Administrator to proceed with the Property Owner's participation in the Program. The Program Administrator will review such a request and may determine to proceed subject to additional disclosures or documents required by Figtree. Step 4: Execute Assessment Documents Once the Scope of Work and Budget have been approved and Lender Consent has been obtained or otherwise resolved (if Property is mortgaged), Figtrec will provide the Property Owner with an Assessment Contract to be aimed and returned to Figtree. The Assessment Contract is an agreement on the financing amount and terms and is executed between the Property Owner and CEDA. Once the Assessment Contract is executed, a signed and notarized Notice of Assessment and Payment of Assessment will be recorded with the county in which the Property is situated. Step 5: Notice to Proceed No work may begin until Figtree has issued a written Notice to Proceed to both the Property Owner and Eligible Contractor. The Notice to Proceed is an indication that the PACE assessment has been recorded on the Property and funds are available for disbursement to the Eligible Contractor upon satisfactory project completion. When the Notice to Proceed has been issued, the Eligible Contractor(s) may begin to install the energy and water upgrade equipment. NOTE: If any work or expenses related to the proposed Scope of Work are incurred by the Property Owner or Eligible Contractor(s) before receiving a Notice to Proceed from Figtree, neither Figtree nor CEDA nor the City /County is, or will be responsible to pay or reimburse the Eligible Contractor or Property Owner for any direct or related expenses. Step 6: Project Completion and Inspection Figtree reserves the right to inspect projects for satisfactory completion. The Property Owner must acknowledge that work has been done to his or her satisfaction before payment is issued to the Eligible Contractor(s). Step 7: Contractor Payment Upon satisfactory completion of the project and certification of completion by the Eligible Contractor(s), the bond trustee will issue a check to the Eligible Contractor(s) directly. 4929- 6142 - 0561.1 10 111. PROGRAM PLAN FOR COMMERCIAL PACE FINANCING Figtree has embraced a free market and flexible approach to solving the financial challenges associated with capital- intensive energy projects. Figtree intends to raise capital for the Program through one or more of the following financing arrangements or other legally available arrangement approved by ]FDA: • Issuance of municipal bands: Issuing municipal bonds for either a single project or a pool of projects`: • Free market sourcing;: Facilitating the "open market" model by which a borrower can choose its own PATE lender and CEDA may issue a micro bond or assign the Assessment Contract for the benefit of the PACE lender. • Warehouse Lending Facility: Utilizing warehouse or interim facility to fund PACE projects and hold Assessment Contracts until a takeout through securitization or issuance of bonds. Alternative financing options not listed above may also be pursued should such options benefit the ongoing viability of the Program. As the Program Administrator, Figtree will direct the Bond Administrator to place charges on each participating Property Owner's tax bill for repayment each year the program financing is outstanding. In the event municipal bonds are sold, such bonds shall be a special, limited obligation of CEDA and, as such, are not a'debt of the Participating Agencies, the State of California or any of its political subdivisions (other than CEDE). None of Participating Agencies, the State or any of its political subdivisions (other than CEDA) is liable for the payment thereof. The bonds are special,,' limited obligations of CEDA payable exclusively from the revenues (secured by assessment district liens on Property of participating Property Owners), and amounts held in certain funds and accounts 'created' pursuant to the bond indenture. The bonds will not be payable from any other revenues or other assets of CEDA. CEDA does not have any taxiing power. The bonds do not constitute indebtedness within the meaning of any constitutional or statutory limitation or restriction. W. PROGRAM REQUIREMENTS FOR PARTICIPATION IN RFSIDENTIAL FINANCING A. Eligible Property Owners and Property Classifications Figtree PACE is designed to be a robust program that responsibly delivers assessment financing. Program applicants (also "Property Owners ") must meet a number of financial standards to qualify. Property Owners may be individuals, associations, business entities, cooperatives, and virtually any owner paying real property taxes. The DACE financing structure enables Property Owners to make no personal guarantees, as the financing is secured by the Property (defined as the property which is the subject of an Application), Therefore, Figtree PACE financing does not encumber Property Owner's personal credit, malting the Program a financially viable option, for property owners large and small: While the upper limit on the amount of financing available, as determined by the value of the Property, is sufficient for most projects, Property Owners may use the Program as one layer of an overall financing strategy to accommodate the largest of projects. Additionally, Property Owners are eligible to make multiple Applications for additional energy and water efficiency measures, provided that the Applications are within the scope of the underwriting criteria, 4829- 6142 - 056x1.1 1 The underwriting criteria for qualifying Program participants include: • Applicant(s) is /are the legal owner(s) of the Property described in the Application • The Property is not a leasehold (i.e., owned the Property fee simple). • The amount of financing requested under the Program shall not exceed 10% of the value of the Property. • All existing private debt recorded against the Property does not exceed 85% of the value of the Property. • There are no involuntary liens, defaults orjudgments on the Property in excess of $1,000. • Property Owner has not declared bankruptcy in the past seven (7) years • Property Owner is current on property taxes for the Property • Property Owner is current on private property debt and has not been delinquent in the past three (3) years or since owning the Property, if less than 3 years • The Property title is not subject to power of attorney, easements, or subordination agreements restricting my authority to subject the Property to a PACE lien. • Property is classified as single family Residential or multifamily Residential (up to 4 units) B. Eligible Improvements The Program accommodates a wide range of energy and water savings measures, consistent with the following provisions. • Authorized Improvements must be permanently fixed to the Property. • Program financing is provided only for portion of project costs associated with the Authorized Improvements, that is, no costs of remodeling or new construction are eligible for Program financing (discussed further in section: IV.Q. • Program financing is intended for replacement of outdated equipment and installation of new equipment that reduces energy and/or water consumption. • Program financing is made available for the following types of improvements: • Energy efficiency • Renewable energy • Water conservation • Alternative/ Custom Improvements. Upon review and approval by CEDA on a case -by -case basis, Program financing will be made available for emerging technologies that provide new ways to save or generate energy. For further examples of eligible measures, see Exhibit C. C. Eligible Costs Eligible costs of Authorized Improvements include the cost of equipment and installation. Installation costs may include, but are not limited to, materials, labor, legal fees, appraisal fees, drafting, engineering, application fees, permit fees, processing fees, energy audit, and inspection charges. Remodeling, repair, and /or new construction costs do not qualify for Program financing except to the extent such construction is required for installation of a qualifying Improvement. Such equipment may include solar leases where such leases meet requirements of the PACE Program. 4829 -6142- 0561.1 12 Property Owners are encouraged to obtain bids from multiple Eligible Contractors, as each transaction is between the Property Owner and the Eligible Contractor. Neither Figtree nor CEDA nor a Participating Agency makes representations of the quality of work provided by an Eligible Contractor. Property Owners must protect their own interests and obtain the best price, service, and warranties. The role of Participating Agencies is limited to authorizing a financing district. The Property Owner is fully responsible for his or her purchase, service and performance expectations, and warranties. In each case, Figtree will determine whether the estimated equipment and installation costs are reasonable. Figtree reserves the right to evaluate market conditions and, at its discretion, require additional bids to determine whether costs are reasonable. While the Property Owner is encouraged to select the bidder of his or her choice from the list of Eligible Contractors, the amount available for assessment financing may be limited to an amount deemed reasonable by Figtree. In the event that (a) the acquisition, construction and/or installation of the Improvements (including, but not limited to commencing the permit process) has not commenced within 60 days of the issuance of the financing for the Improvements, or (b) all or a portion of the proceeds of the financing are not utilized to fund the Improvements within 120 days of the issuance of the financing, the remaining Improvements shall not be funded under the Assessment Contract and the amount of the financing amount owing to the Contractor shall not be tendered to the Contractor; and the Borrower shall be responsible for the unpaid accrued interest, closing costs, related administrative costs and a special five percent (5 %) termination fee relating to the unfunded amount as of the settlement date. D. Administrative Costs Discussions with the appropriate Auditor /Controller's offices have been initiated. It is anticipated that standard fees for placing special assessments on the tax roll will apply. Figtree has been in consultation with the County Auditor - Controller of each Participating Agency regarding any fees resulting from the incorporation of the contractual assessments into the general taxes of the County on real property. Based on Figtree's current and ongoing discussions, fees will be in accordance with the normal fees of each County Auditor - Controller for placing similar assessment charges on the County tax roll for general property taxes. These fees will be collected directly from participating Property Owners through disclosed charges added to the Property Owner's annual levy amount. Administrative fees are recovered by the "spread" between bond rates and the Program financing interest rate, and by an annual administrative charge added to the annual assessment amount billed to each Property Owner each year. Other than the fees below, the Property Owners will not be billed for any additional charges or assessments. The following costs will be the responsibility of the Property Owner: • Application Fee: The Residential Application fee is included in the total financing in the amount stated in the Application. A fee of $100 per parcel will apply to properties on multiple contiguous parcels with the same occupancy use if the assessment amount is allocated across such parcels. The Application Fee includes title verification and recordation of closing documents with the county in which the Property is situated. 4829 - 6142.0561.1 13 • Financing issuance Fee: At the time of closing, Figtree will charge you a cage -time administration fee of up to four percent (4%) and not less than two percent (2%) of the principal amount of the assessment on the Property to cover the additional transaction costs of the Program. This fee will be added to the total assessment amount financed. • Annual Administrative Fee: A charge of up to three percent (3 %) and not less than one percent (1%) of the total annual assessment amount will apply for cost recovery. This administrative cost recovery will be added to the annual assessment amount. Such administrative charges include, but not limited to staff time, Participating, Agency staff 'time and expenses incurred in the formation and administration of the Program. • Permit Fees: Property Owners must determine whether a perit(s)'is /are required for the chosen improvement measures, If required, Property Owners will be responsible to pay permit fees. Permit fees are eligible for inclusion in the financing; • Inspection Fee: An Inspection Fee of $150 will apply to any required site visit, including a final inspection to verify satisfactory completion of work. • Progress Draws: For large projects, Progress draws or multiple disbursements may be available to alleviate the burden of carrying costs. Progress draws are subject to a fee of $450 each, E. Application Process Step 1: Apply and Get Approved for Financing To begin, the Property Owner must apply to Figtree for Program financing and be approved for participation in the program based on qualification criteria, Figtree will verify Property ownership and existing liens by ordering a title report on the Property. The Property Owner submits the Application together with its required attachments to Figtree online at www Iagtreefinancin .co a or by mail: Figtree Financing .Attention: PACE Program 9915 Mira Mesa Blvd., Suite 130 San Diego, CA 92131 Questions regarding the status of an Application should be directed to Figtree toll free at (877) 577 -7373. Figtree determines whether each Application is complete and acceptable per Program guidelines, Incomplete Applications will not be accepted. Applications will be processed on first -come, first- served basis. Step 2: Define the Scope ofWork and Budget Upon approval for participation, the Property Owner should define the project's scope of work and obtain a bid from an Eligible Contractor(s). Figtree maintains an online database of Eligible Contractors that are members of its existing program at httr) 1 /- vxwww= fi ireefinancitip-,coi-nli °esources- contractors/, A description of the scope of work and a copy of the bid(s) should be submitted to Figtree in order to determine the amount of financing required and to verify that all proposed Authorized Improvements qualify under the Program underwriting standards: Step : Lender Notification 4829-6t42-05 61.1 14 For mort a ed residential properties, Figtree requires notification of the PACE assessment to the mortgage lender. The responsibility for the Mortgage Lender's written consent lies with the residential Borrower. Borrowers are required to acknowledge certain disclosures in the Application and the Assessment Contract and are required to declare the following: Borrower declares that (i) Borrower has received, read and understands the risks and characteristics of the Program described in the Property Owner Acknowledgments and Disclosures and FHFA Disclosure set forth in the Application and (ii) Borrower has been informed that executing this Contract, receiving financing for Authorized Improvements and consenting to the assessment levied against the Property without lender consent may constitute an event of default under Borrower's residential mortgage, and (iii) Borrower takes the sole responsibility for consequences of such default which may include acceleration of repayment obligations due under Borrower's residential mortgage. Step 4: Execute Assessment Documents Once the Scope of Work and Budget have been approved and Lender Consent has been obtained (if Property is mortgaged), Figtree will provide the Property Owner with an Assessment Contract to be signed and returned to Figtree. The Assessment Contract is an agreement on the financing amount and terms and is executed between the Property Owner and CEDA. Once the Assessment Contract is executed, a signed and notarized Notice of Assessment and Payment of Assessment will be recorded with the county in which the Property is situated. Step 5: Notice to Proceed No work may begin until Figtree has issued a written Notice to Proceed to both the Property Owner and Eligible Contractor. The Notice to Proceed is an indication that the PACE assessment has been recorded on the Property and funds are available for disbursement to the Eligible Contractor upon satisfactory project completion. When the Notice to Proceed has been issued, the Eligible Contractor(s) may begin to install the energy and water upgrade equipment. NOTE: if any work or expenses related to the proposed Scope of Work are incurred by the Property Owner or Eligible Contractor(s) before receiving a Notice to Proceed from Figtree, neither Figtree nor CEDA nor the City /County is, or will be responsible to pay or reimburse the Eligible Contractor or Property Owner for any direct or related expenses. Step 6: Project Completion and Inspection Figtree reserves the right to inspect projects for satisfactory completion. The Property Owner must acknowledge that work has been done to his or her satisfaction before payment is issued to the Eligible Contractor(s). Step 7: Contractor Payment Upon satisfactory completion of the project and certification of completion by the Eligible Contractor(s), the bond trustee will issue a check to the Eligible Contractor(s) directly. 4829 - 6142 - 0561.1 15 V. PROGRAM PLAN FOR RESIDENTIAL PACE FINANCING Figtree recognizes the importance of timely financing in the residential sector. Pursuant to speedy disbursement of funds, Figtree intends to raise capital for the Program through one or more of the following financing arrangements or other legally available arrangements approved by CEDA: • Issuance of municipal bonds: Issuing municipal bonds for either a single project or a pool of projects. • Warehouse Lending Facility: Utilizing warehouse or interim facility to fund PACE projects and hold Assessment Contracts until a takeout through securitization or issuance of bonds. Alternative financing options not listed above may also be pursued should such options benefit the ongoing viability of the Program. For any of the financing options, Figtree will direct the Bond Administrator to place charges on each participating Property Owner's tax bill for repayment each year the Program financing is outstanding. In the event municipal bonds are sold, such bonds shall be a special, limited obligation of CEDA and, as such, are not a debt of the Participating Agencies, the State of California or any of its political subdivisions (other than CEDA). None of Participating Agencies, the State or any of its political subdivisions (other than CEDA) is liable for the payment thereof. The bonds are special, limited obligations of CEDA payable exclusively from the revenues (secured by assessment district liens on Property of participating Property Owners), and amounts held in certain funds and accounts created pursuant to the bond indenture. The bonds will not be payable from any other revenues or other assets of CEDA. CEDA does not have any taxing power. The bonds do not constitute indebtedness within the meaning of any constitutional or statutory limitation or restriction. VI. PROGRAM REQUIREMENTS FOR PARTICIPATING CONTRACTORS A. Eligible Contractors Contractors ( "Eligible Contractors" as defined in this section) must meet certain qualifications to be eligible to perform work on projects funded by the Program and all equipment must be approved, installed, and verified in accordance with the Program guidelines. Eligible Contractors must be licensed by and in good standing with the California State Contractors License Board, and must meet the following requirements. Eligibility requirements include: • Hold status of registered and licensed Contractor by the State of California; • Hold a business license in the jurisdiction where work is being performed; • Have a minimum of five (5) years work experience as a licensed Contractor in the State of California, or demonstrate sufficient experience in a relevant field of work; • Hold a minimum of $1,000,000 in general liability insurance; • Meet bonding and Worker's Compensation insurance requirements per California State Contractors License Board; • Agree to the Code of Ethics set forth in the contractor application. 4829-6142-0561.1 16 To apply to be an Eligible Contractor, a contractor must fill out a contractor application online at www.fip-treefinancinp-.com om or download a contractor application form from the website to complete and mail to Figtree. Once approved (usually within 48 hours), the contractor will be added to the online directory of Eligible Contractors and may contract for projects financed through the Program. Per the Contractor Agreement (included in the contractor application), participating Eligible Contractors are responsible for installation of the equipment on the Property (after receiving a Notice to Proceed from Figtree). upon satisfactory completion, the Eligible Contractor will be reimbursed by the Program. within 14 business days: V11. APPEALS The Program provides an Appeal Process by which participating Property Owners may appeal disputes in the case of"a denied Application and/or determination of ineligibility to participate in the Program. Property Owners who have not signed an Assessment Contract may appeal to Figtree as follows: 1. Written notice may be sent by certified mail to Figtree. The notice must identify the issue(s) for resolution, the circumstances that surround the issues) and a timeline of events. 2. Figtree shall discuss the matter with the Property Owner and shall attempt to resolve the dispute within thirty (30) calendar days after delivery of the notice. Figtree shall render a written decision in 30 calendar days and send that decision to the Property Owner. The decision of Figtree is final. Property Owners who have signed an Assessment Contract may appeal to Figtree as follows, 1. A Property Owner who has signed a CEDA Assessment Contract shall attempt in good faith to promptly resolve any dispute arising out of or relating to any Assessment Contract under the Program by negotiations with Figtree and/or the Chair of CEDA or his or her designated, representative. 2. To appeal, Property Owners must notify in writing the other party or parties by certified mail` of any dispute. Within thirty (30) calendar days after delivery of the 'notice, .a Figtree representative or the Chair of CEDA and the Property Owner shall discuss the matter and shall attempt to resolve the dispute, 3, if the dispute has not been resolved within thirty (30) calendar days of the first meeting, any party may pursue other remedies, including mediation. All negotiations and any mediation conducted pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations, to which Section 1152.5 of the California Evidence Code shall apply, and Section 1152.5 is incorporated herein by reference. 4. Notwithstanding the foregoing provisions, a party may seek- a preliminary injunction or other provisional judicial remedy if in its judgment such action is necessary to avoid irreparable damage or to resolve the status quo. Each party is required to continue to perform its obligations under the Assessment Contract pending final resolution of any dispute arising out of or relating to the Assessment Contract. 4829- 6142 - 0561.1 17 Note on Appealing Property 'Valuation: If a Property Liner determines that the value of the Property as determined by Figtree is lower than the fair market value of the Property, the Property Owner may appeal to Figtree in an effort to establish a greater financeable amount. The Property Owner may, at its oven expense, have an appraisal performed to establish a greater property value than that determined by Figtree. Figtree, at its discretion, may accept an appraisal and increase the financeable amount provided the appraisal is greater than the value determined by Figtree. The mortgage lender, if applicable, must also consent to this valuation. Figtrec does not alter the Property Owner's ad valorem property taxes with the appraisal value, the appraisal is used only to determine the maximum Program financing amount. If a third party valuation tool is used to determine the value of the Property, the Property Owner shall have the right and obligation to a copy of the report used in connection with his or her Application. If the Property Owner wants to obtain a copy, he or she may write to Figtree within 90 days after Figtree provides notice of the action taken on the Property Owner's application. VIII. PROGRAM AND FiNANaNC DISCLOSURES A. Financing Amount and Terms - Commercial Properties 1. Minimum Assessment Financing Amount The minimum size for Commercial assessment financing is $5,000. 2. Maximum Assessment Financing Amount The maximum assessment financing amount is typically ten percent (10%) of the total property value; properties will be reviewed on ;a case' -by -case basis for financing up to twenty percent (20%) of total property value. The Program will determine a maximum assessment financing amount based on the most recent county- assigned assessed value of the Property or other valuation deemed acceptable by' Figtree, ' Valuation may be based on a third party valuation tool provided by a qualified: vendor or a qualified appraisal. Such valuation must have been determined and /or remain valid as of no less than ninety (90) days prior to the date of issuance of Program financing. The interest rate shall be based; on market conditions and may be tiered by financing term and lien to value ratio: Figtree will calculate and determine the financing available for the Property Owner before' final approval as a safeguard so that in any case the total annual property tax and assessments on the Property will not exceed five percent (5%) of the Property's value per California code: if a Property Owner determines that the assessed values do not accurately reflect the market value, an appraisal may be authorized. Authorizations are provided on a case by case basis. The maximum amount available for Program financing may be limited to an amount deemed reasonable by Figtree. 3. Financing Term The term of the Program financing is based on the useful life of the Authorized Improvements installed up to a maximum of 20 ;years. Terms of five ten, fifteen and twenty years are available subject to the useful life determination according to the preceding sentence 4829- 6142 - 0561.1 18 B. Financing Amount and Terms Residential Properties 1> Minimum Assessment Financing Amount The minimum size for Residential assessment financing is $2,500, 2. Maximum Assessment Financing Amount The maximum assessment financing amount is typically ten percent (10%) of the total property value, properties will be reviewed on a case -by -case basis for financing up to twenty percent (20%) of total property value. The Program will determine a maximum assessment financing amount based on the most recent county - assigned assessed value of the Property or other valuation deemed acceptable by Figtree, Valuation may be based on a third party valuation too] provided by a qualified vendor or a qualified appraisal. Interest rates will be determined by the financing term and posted on the Program webslte, with applicable adjustments, from time to time. Figtree will calculate and determine the financing available for the Property Owner before final approval as a safeguard so that in any case the total annual property tax and assessments on the Property will not exceed five percent (5 %) of the Property's value per California code, If a Property Owner determines that the assessed values do not accurately reflect the market value, an appraisal may be authorized. Authorizations are provided on a case by case basis, The maximum amount available for Program financing may be limited to an amount deemed reasonable byFigtree. 3. Financing Term The term of the Program financing is based on the useful life of the Authorized Improvements installed up to a maximum of 20 years. Terms of five; ten, fifteen and twenty years are available subject to the useful life determination according to the preceding sentence: C Maximum Portfolio The maximum principal amount of the Program financing available to Property Owners under the Program is under the authority of and determined by CEDA, which has authorized $500 mullion at this time. The total amount of financing available to all participating cities and counties that are Participating Agencies is expected to exceed $500 million. The maximum principal: amount of the Program financing can be increased through CEDA resolution and CEDA Board Approval. A distinction should be made between banding and,f"ua<ding capacity. Given that the Figtree PACE model accommodates various funding sources, actual funding capacity may exceed bonding capacity. D. Priority of Funding Applications from Property Owners for financing will be given priority based on the date on which the Application is approved. If a request from a Property fawner for financing would cause the Program to exceed the authorized maximum portfolio set by CEDA, then the Application will be ineligible for _ financing unless the CEDA board authorizes additional funding, CEDA will retain the authority to grant exceptions; to the priority status of individual Applications: E. Accelerated Foreclosure The Program assessments are collected as a lime item to the Property Owner's property tax bill. Each year the annual assessment amounts: will be submitted to the County Tax Collector's office. If an annual 4829- 6142- 0561.7 19 assessment installment remains unpaid, the unpaid amounts will be subject to accelerated assessment lien foreclosure proceedings. These unpaid amounts will be removed from the real property tax rolls and given to a foreclosure attorney for collection via the foreclosure process. The special assessment foreclosure proceedings generally will occur well in advance of the County Tax Collector's Foreclosure Sale Date to remedy the delinquent general taxes on the Property. F. Prepayment At any time, the Property Owner can request a payoff quote to pre -pay the PACE assessment lien on the Property. Such payoff calculation includes the principal balance, any bond redemption premiums, interest amounts due, and a special administrative fee. A reasonable prepayment premium may be charged depending on the year of payoff. Prepayment premiums are published in the Application form. G. Assessment Interest Rate Program financing will be issued to Property Owners at an annual interest rate that is determined by market conditions at the time of issuing bonds. The rate of interest is fixed over the financing term. In any event, California state law does not allow the interest rate on assessment district bonds to exceed 12 %. Program financing that is entered into at different times may have different interest rates depending on bond market conditions and successful marketing of the bonds. Upon successfully arranging the financing in compliance with Financing Plans set forth in this Report, the interest rate for the project or group of projects will be established. After the Property Owner affirms that the Authorized Improvements have been installed as set forth in the Assessment Contract and after inspection of the Authorized Improvements, the funding cycle will conclude with distribution of funds. IX. EXHIBITS Maps Draft Assessment Contract Authorized Improvements Applications for Financing 4829 - 6142 - 0561.1 20 Exuj m A-1 County of Alameda Boundary Map The boundary of the Assessment District shall be the same as the County of Alameda Boundaries as modified from time to time, and the complete County of Alameda Boundary Map is on file with the Office of the County Engineering Department, County of Alameda and is incorporated herein by reference: Legend �x mt,AS 5 v a 4823 - 6142 - 0561.1 ALAmEnA w N4 EXHIBIT A-2 County of Kern Boundary Map The boundary of the Assessment District shall be the same as the County of Kern Boundaries as modified from time to time, and the complete County of Kern Boundary Map is on file with the Office of the County Engineering Department, County of Kern and is incorporated herein by reference: 4629 - 6142 - 0561.1 EXHIBIT A-3 City of South San Francisco Boundary Map The boundary of the Assessment District shall; be the same as the City of South San Francisco Boundaries as modified from time to tirne, and the complete City of South San Francisco Boundary Map is on Tile with the City Engineering Department, City of South San Francisco and is incorporated herein by reference: 4829-6142-056 1,1 EXHIBIT A -4 City of Dublin Boundary Map The boundary of the Assessment District shall be the same as the City of Dublin Boundaries as modified from time to time, and the complete City of Dublin Boundary Map is on file with the City Engineering Department, City of Dublin and is incorporated herein by reference: CITY OF DUBLIN ,Is I M11)de d thr+,o:gh 4eptent6wr 20 1005 ¢4d.. 4$29 - 6142 - 0561.1 EXHIBIT A -5, City of Pittsburg Boundary Map The boundary of the Assessment District shatt be the sane as the City of Pittsburg Boundaries as modified from time to time, and the complete City of Pittsburg Boundary Map is on file with the City Engineering Department, City of Pittsburg and is incorporated herein by reference: 4829- 6142 - 0561.1 EXHIBIT A-6 City of Rancho Cordova Boundary Map The boundary of the Assessment District shall be the same as the City of Rancho Cordova Boundaries as modified from time to time, and the complete City of Rancho Cordova. Boundary Map is can file with the City Engineering; Department, City of Rancho Cordova and is incorporated herein by reference. 4829- 6142.0561.I EXHIBIT A-7 City of Redlands Boundary Map The boundary of the Assessment District shall be the salve as the City of Redlands Boundaries as modified from time to time, and the complete City of Redlands Boundary Map is on file with the City Engineering Department, City of Redlands and is incorporated herein by reference: CITY OF LAS 482- 6142 - 0561.1: EX,MBiT A-8 City of Elk Grove Boundary Map The boundary of the Assessment District shall be the same as the City of Elk Grove Boundaries as modified from time to tine, and the complete City of Elk: Grove Boundary Map is on file with the City Engineering.. Department City of Elk Grove and is incorporated herein by reference: 4829-6142-0561.1 EXHIBIT A-9 City of Yuba City Boundary Map The boundary of the Assessment District shall be the same as the City of Yuba City Boundaries as modified from time to time, and the complete City of Yuba City Boundary Map is on file with the City Engineering Department; City of Yuba City and is incorporated herein by reference; 4829 - 6142 - 0561.1' EXHIBIT A -10 City of Kingsburg Boundary Map The boundary of the Assessment District shall be the same as the City of Kingsburg Boundaries as modified from time to time, and the complete City of Kingsburg Boundary Map is on file with the City Engineering Department, City of Kingsburg and is incorporated herein by reference: 4829 - 6142 -0561 1 EXHIBIT A-11 City of Clovis Boundary Map The boundary of the .Assessment District shall be the same as the City of Mavis Boundaries as modified from time to time, and the complete City of Clovis Boundary Map is on file with the City Engineering Department, City of Clovis and is incorporated herein by reference. `{ CITY or C"LO 1 Wyl 4829-6142-0561 . E 141131T A -12 City of Fresno Boundary Map The boundary of the Assessment District shall be the same as the City of Fresno Boundaries as modified from time to time, and the complete City of Fresno Boundary Map is on file with the City Engineering Department, City of Fresno and is incorporated herein by reference: Amt 12. team a At9; Park fi➢ A r w MY % ti..,f' 49 Avk Alia?s! '4 , 5 utt4 yaa ':' ate P u cluvis Hoover kv! rsA!W Avrp x,9gtq 3" $ C ..„„ > 6t g M +55 ,ter ,. n. F ar a �pp p as jai •, �r� 4..... A, r W Si Pro no � 4 Gmmb Area R?� iti. $fh��miCtiY`'SiUZ �* •' , .2 a & ., �9` d.�ff��...ctiPW�rYi i a,� Waea W"ar cdaf mg AV W s r a�. i1,k5 @'d�j % __.8.,.., .,.�..:' Yut'tark.,. 'J n Ry� ip cis I 'i. � �'. 9ex,1r�3 z='� °� ��•�' � � a 9IW 3� 44f�[� rir, W (11'W;3Mi Aw OA X4829 °6142 -0561 I EXHIBIT -13 City of San Diego Boundary Map' The boundary of the Assessment District shall be the sane as the City of San Diego Boundaries as modified from time to tune, and the complete City of San Diego Boundary 141ap is on file with the City Engineering Department, City of San Diego and is incorporated herein by reference. tan Soy our tr Pon 4824 -6142 - 0561.1 E H1131T A, -14 City of Palm Springs Boundary Map The boundary of the Assessment District shall be the sat-no as the City of Palm 'Springs Boundaries as modified from time to time, and the complete City of Palm Springs Boundary Map is on file with the City Engineering Department City of Palm Springs and is incorporated herein by reference. .z 1 se T110 "and 4824 - 6142 - 0561.1 EXHIBIT -t5 City of Commerce Boundary Map The boundary of the Assessment District shall be the same as the City of Commerce Boundaries as modified from time to time, and the complete City of Commerce Boundary Map is on file with the City Engineering Department, City of Commerce and is incorporated herein by reference. G 00 Ea Los Ms 4825- 6142 - 0561.1 1 *' . South )ote ell Em-DiT A-16 County of Butte Boundary Map The boundary of the Assessment District shall be the same as the County of Butte Boundaries as modified from time to time; and the complete County of Butte Boundary Map is on file with the County Engineering Department, Counter of Butte and is incorporated herein by reference.. m "Redding arty 14�6na l q crest. Reddiog N� Andersor, Les rrUdlc��ii�, � # d aluff q Ukuh Lake 11, � 9 M u idsbr proneFi# di g park 4 Windsor 4824- 6142 - 0561.1 l+ ooh Valleys ;enob"arl afson city EXHIBIT A -17 City of Bakersfield Boundary Via The boundary of the Assessment District shall be the same as the City of Bakersfield Boundaries as modified from time to time, and the complete City of Bakersfield Boundary Map is on file with the City Engineering Department, City of Bakersfield and is incorporated herein by reference: 4829 -6142- 0561.1 EXFIIM A-18 City of San Marcos Boundary Map The boundary of the Assessment District shall be the same as the City of San Marcus Boundaries as modified from time to time, and the complete City of San Marcos Boundary Map is on file with the City Engineering Department, City of San Marcos and is incorporated herein by reference car 9iz:�d°r� may`'. 4U ON' C} DOW Randi dwAiuk r n fR iaaak" 4824 - 6142 - 0561.1 EXHIBIT A -19 City of Vista Boundary Map The boundary of the Assessment District shall be the same as the City of Vista Boundaries as modified from time to time; and the complete City of Vista Boundary Map is on file with the City Engineering Department, City of Vista and is incorporated herein by reference. 44 1P 40 Regional Paik vatley 'k, Cda qs xkx ra 8 r'QU fjay ch h Lnivrr h Pendle an Scan fifty r° i r.. elk South k Io f4oy Saar im Golf cqurs l t[ Ll xrrr :, a' t mark ' to o E;t orald kai v sla s� Golf Co r I ` 8 spud v ode's Marac11la -aL +` Wsra g x atar�er ,art fn Oaks �i� ii t � �� Ii f� t d t € eedrr t`il� Cld rt81 Ilk Gotf course CouWYClib Vitro Park Sa1t Marcos ryy9�CaaY }3,$ t ��r ir�,r . A. 3 - � xcYi� t ' `� }1Ffx�xa4�rrarVS iakesa Maws Carlsbad � 4829- 6142 - 0561.1 Exuma A -20 City of Santee Boundary Map 4829.6142 - 0561.1 EXHIBIT A-21 City of Oceanside Boundary Map The boundary of the Assessment District shall be the same as the City of Oceanside Boundaries as modified from time to time, and the complete City of Oceanside Boundary Map is on file with the City Engineering Department, City of Oceanside and is incorporated herein by reference. 4829- 6142 - 0561.1 EXHIBIT A -22 City of Chico Boundary Map The boundary of the Assessment District shall be the same as the City of Chico Boundaries as modified from time to time, and the complete City of Chico Boundary Map is on file with the City Engineering Department, City of and is incorporated herein by reference; 4829 -6142 - 0561.1 tIJ Y zr1 EXHIBIT -A -23 City of Oroville Boundary Map The boundary of the Assessment District shah be the same as the City of Oroville Boundaries as modified from time to tithe, and the complete City of Oroville Boundary Map is on file with the City Engineering Department, City of Oroville and is incorporated herein by reference. 4 ... �Idtdatt� e has; x 5 i, Neer --O§ 'vv' �� 'RY Or lile g / f Lam ,_. ,0 V i S jilt 7 tattle Mauniahi n 11 r �;` MBIIi 44 1p �1 ji gtffif b x h4„�, a if tU d }s � 7 -a ! y .. 4825.6142 -0561 1 EXHIBIT A-24 County of San Diego Boundary Map The boundary of the Assessment District shall be the same as the County of San Diego Boundaries as modified from time to time, and the complete County of 'San Diego Boundary Map is on file with the County Engineering Department, County of San Diego and is incorporated herein by reference. �IQ M urri0txt; t`agura u is tgu RA llt�t �yrva 3r l SAR%U', alfi�snr�i 4829-6142-0561.1 EXHIBIT A -25 - City of Turlock Boundary Map The boundary of the Assessment District shall be the same as the City of Turlock Boundaries as modified from time to time, and the complete City of Turlock Boundary Map is on file With the City Engineering Department, City of Turlock and is incorporated herein by reference;; 'W Cistsstoifersen Iii VOt E I itristoffersaxr pkwy E Zesrinag Rri 4 Poor Season$ Park W Monte Vista Aue lV teiQW Vista Ave _� � I E NIOMC V101 Ave l a R a M4aAleY E L G r 41 5 Park 44 4 E Tuolumne Rd Uoolumnelid [ Brrsto?Park 8 �� ) E=ulkerila lid,-, l '' Fulkerih lid ,..... r Hamwkeye Ave W Canal Dr F, Canut Er ramp Park ofCJflL�lWr' 0 Park �` *1C 1kiI W Miairl st Fast Avt, Golunlian Park ri ., i k It `y a_ i Sikh'4ernple t _rT ...,. i GSA L x .0 gy 13 tot, 4829- 6142 - 4561.1 Exmm A -26 City of Hawthorne Boundary Map The boundary of the Assessment District shall be the same as the City of Hawthorne Boundaries as modified from time to time, and the complete City of Hawthorne Boundary Map is on file with the City Engineering Department, City of Hawthorne and is incorporated herein by reference. 4829- 6142 -0561 E mBIT A -27 City of Stockton Boundary Map The boundary of the Assessment District shall be the same as the City of Stockton Boundaries as modified from tirne to time, and the complete City of Stockton Boundary Map is on file with the City Engineering Department, City of Stockton and is incorporated herein by reference. x 4829 - 6142 -0561 l Ill R $ t rj LO E zu 4829 - 6142 -0561 l Ill R $ t EXHIBIT A-28 Town of Paradise Boundary Map The boundary of the Assessment District shall be the same as the Town of Paradise Boundaries as modified from time to time, and the complete Town of Paradise Boundary Map is on file with the Town Engineering Department, Town of Paradise and is incorporated herein by reference, 4829-6142-0561.1 J Wagaluiff, Rd Irl at v Rim Rd N VV In Pic! 4 1 ilk 4829-6142-0561.1 EXHIBIT A, -2 City of Rancho Palos Verdes Boundary Map The boundary of the Assessment District shall be the same as the City of rancho Palos Verdes Boundaries as modified from time to time, and the complete City of Rancho Palos Verdes Boundary Map is on file with the City Engineering Department, City of Rancho Pales Verdes and is incorporated herein by reference. WTIv! %peck Park Tw" "v:` community Cemer d ��fls canyrr: stn y St 4* W tttlt st Sw L, VV ?5th S8 4821- 6142 - 4561.1 EXHIBIT A -30 City of Lomita Boundary Map I Dleck Park Ommunity 4829-6142-0561.1 gl,l EXHIBIT A,-31 City of El Segundo Boundary Map The boundary of the Assessment District shall be the same as the City of El Segundo Boundaries as modified from time to time, and the complete City of El Segundo Boundary Map is on file with the City Engineering Department, City of El Segundo and is incorporated herein by reference. Y _ ZI kY �° °Imperial Hwy trpe { 1, L alrl� Ave t C y � � yJ ' arl 's 3 „: � PI �l 3 6 t o nrlo LUrandk� e - „ # Ya.� ...�p......_ i.. Segundo 1 1 ' `.,,» .. F' s�ig{ IE Y } '.(.: �""Ns. h � r� p a .Y E; lk Mari iv Ave „ arwe A 4829 - 6[42.0561,1 ExtjIBIT A-2 City of Anaheim Boundary Map The boundary of the Assessment District shall be the same as the City of Anaheim Boundaries as modified from time to time, and the complete City of Anaheim Boundary Map is on file with the City Engineering Department, City of Anaheim and is incorporated herein by reference. 4829. 6142 - 6561.1 EXHIBIT -33 City of San Jose Boundary maps The boundary of the Assessment District shall be the same as the City of Sari Jose Boundaries as modified from time to time, and the complete City of San Jose Boundary Map is on file with the City Engineering Department, City of San Jose and is incorporated herein by reference: Wak 4824 - 6142 - 0561.1 ExmBff A-34 City of Hermosa Beach Boundary Map {Y 1 t p "A GTanz Ave t t 4 [ Ala North �y 4 G S iy'e, do n a) tt 4 } i n View Redondo EL * p _ do, L W ' G x f Red Beach yi "Il j� xl`4`'� { } 3r 1 f ve -rotrance Blvd 4829-6142-0561-1 Exuma A-35 City of Rolling Hills Boundary Map The boundary of the Assessment District shall be the same as the City of Dolling Hies boundaries as modified from time to time, and the complete City of Dolling Hills Boundary Map is on file with the City Engineering Department, City of Dolling Hills and is incorporated herein by reference. d 4829 - 6142 -0561 t i rib EXHIBIT A -36 City of Gardena Boundary Map The boundary of the Assessment district shall be the same as the City of Gardena Boundaries as modified from time to time, and the complete City of Gardena Boundary Map is on file with the City Engineering Department, City of Gardena and is incorporated herein by reference: 190th St 4824-6142- 0561.1 LI: Vkt.f ktallr a l Fb +��rar�tlar x E C ad I °c ?Y E F tnt u A -37 City of Leman Grove Boundary Map The boundary of the Assessment District shall be the same as the City of Lemon Grove Boundaries as modified from time to time, and the complete City of Lemon Grove Boundary Map is on file with the City Engineering Department, City of Lemon Grove and is incorporated herein by reference. Park 110 AN 4829 -6142- 0561.1 EXHIBIT A -38 City of Carlsbad Boundary Map The boundary of the Assessment District shall be the same as the City of Carlsbad Boundaries as modified from time to time, and the complete City of Carlsbad Boundary Map is on file with the City Engineering Department, City of Carlsbad and is incorporated herein by reference. s fra A9�u�?fnlr� ,„� 78 � s. t earl ad Rancho Sunset Park It) Catisbad # Golf Club Y.eve C i &V, 3tRd lWSart 'r E§Ivr LAP S. it�F La costs yv +aN J w Lagoon � t Encmdas gRanch � Golf C66rse t K It .. Cdiom— 482,9 -6142- 0561.1 EXiimrf A -39 City of Solana Beach Boundary Map The boundary of the Assessment District shall be the same as the City of Solana Beach Boundaries as modified from time to time, and the complete City of Solana Beach Boundary Map is on file with the City Engineering Department; City of Solana Beach and is incorporated herein by reference.- tyro r,ry �. 4829 -61¢2- 0561.1 u Ca rata;' i S6 tyro r,ry �. 4829 -61¢2- 0561.1 EXHIBIT A -40 City of Santa Paula Boundary Map The boundary of the Assessment District shall be the same as the City of Santa Paula Boundaries as modified from time to time, and the complete City of Santa Paula Boundary Map is on file with the City Engineering Department, City of Santa Paula and is incorporated herein by reference. n 't�.. a mm a s k t o a r� Santa panto pia of ..a . V" NO ONy s e e) ;4 0 44 if ae r 4 a m m 4 � ry4 d — ..0 gw 4829- 6142.0561.I ExHtl3tT A -41 County of Monterey Boundary Map The boundary of the Assessment District shall be the same as the County of Monterey Boundaries as modified from time to time, and the complete County of Monterey Boundary Map is on file with the County Engineering Department, County of Monterey and is incorporated herein by reference. I ul t k IP ltd Ilk tC9y Jose l( Sao rt r� h= �tt�nl%n h. esi FfPartt�� s �t MIA" N P�� 9 t �r§e€1 4� terra Lei 4829 -6142- 11561.1 Exutm -42 City of El Cajon Boundary Map The boundary of the Assessment District shall be the same as the City of El Cajon Boundaries as modified from time to time, and the complete City of El Cajon Boundary Map is on file with the City` Engineering Departments City of El Cajon and is incorporated herein by reference: Santee 0� OR Winter Gardens Gii#espieField v �• €5 tttrro<ia p rl �bpW Lit ti � Py�tl', FRradR�hvel� s ��, � � z ^1 195 f k =1� �IS Ipo 4 A 9 it3irepaykF$iYyP;�3t. j 3 1 P 1 Cajon _ 125 ` y, ',, " ,g E ri'asEri'91an Ave ik r ,s ;.cr 'gumeyay,i{,y:. i W s I yrilH,Hs Cr 31F &Jrv.S �, kr �aurf 4� 5 n 4829- 5142 - 6561.1 EXHIBIT A -43 City of Escondido Boundary Map The boundary of the Assessment District shall be the saute as the City of Escondido Boundaries as modified from time to time, and the complete City of Escondido Boundary Map is on file with the City Engineering Department, City of Escondido and is incorporated herein by reference. d µ� 6 4 j J, 4829-6t42-0561.1 g 8 � EXHIBIT -43 City of Cypress Boundary Map The boundary of the Assessment District shall be the same as the City of Cypress its modified from time to time, and the complete City of Cypress Boundary Map is on file with the City Engineering Department, City of Cypress and is incorporated herein by reference, 3. iE r� r t Centralia St I Crescent Aire ' 1 Gardens of Lincoln Ave ® 3n1�I1k��( _: O ii e Aye � - r I � t i r' Bali Rd r I -Ball Rd- J i t Nlyra Awe � Myra Ave t Cerritas -Axel W Cf ?rrs`to Ave W errito,- .7Ave- 40 I' S I ra I k) k " _Kat lla Arta Green A� Y � r:arrlr.6arAve kouaardAve Or nrgevvood Ave _ I { Chatifnan Ave 4829-6142- 0561.I EXHIBIT ®44 City of Imperial Beach Boundary Map The boundary of the Assessment District shall be the same as the City of Imperial Beach as modified from time to time, and the complete City of Imperial Beach Boundary Map is on file with the City Engineering Department, City of Imperial Beach and is incorporated herein by reference; OR 4829 - 6142-0561.1 EXHIBIT -4 City of Inglewvood boundary Map The boundary of the Assessment District shall be the same as the City of Inglewood as modified from time to time, and the complete City of Inglewood Boundary Map is on file with the City Engineering Department, City of Inglewood and is incorporated herein by reference. 4829- 6142 - 0561.1 E HIBiT A -46 City of Willows Boundary Map The boundary of the assessment District shall be the same as the City of Willows as modified from time to time, and the complete City of Willows Boundary Map is can file with the City Engineering Department, City of Willows and is incorporated herein by reference. 4829 - 6142 - 0561.1 st. j ili;� b I { EXHIBIT A -47 All Counties Boundary Map The boundaries of the Assessment District shall be amended from time to time to include all California Cities and Counties as they adopt certain resolutions authorizing CEDA to form the Assessment District on their behalf. The boundaries of the Participating Agency shall be on file with the Participating Agencies Engineering Department and is incorporated herein by reference. 4829 - 6142 - 0561.1 EXHIBIT B Draft Assessment Contract 4829 -6142- 0561.1 FIGTREE PACE PROGRAM ASSESSMENT FINANCING CONTRACT [A PROGRAM SPONSORED BY THE CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY AND ADMINISTERED BY FIGTREE COMPANY, INC., (the "Program Administrator ")] This Assessment Financing Contract ( "Contract ") is made and entered into as of this day of , 20_, by and between the California Enterprise Development Authority, a California joint powers authority ( "Authority "), and ( "Borrower "). RECITALS WHEREAS, the Authority has established the Property Assessed Clean Energy (PACE) Program (the "Program ") by which the Authority assists property owners with the financing of the acquisition and installation on their property of certain qualifying renewable energy systems and energy or water efficiency equipment (the "Assessment Financing "). The purpose and method of administration of the assessments under the Program are described in the Figtree PACE Program Report adopted by the Authority on January 16, 2013 as it may be amended from time to time (the "Report"); and WHEREAS, the Program is authorized by Chapter 29 of Part 3 of Division 7 of the California Streets and Highways Code (the "Act "); and WHEREAS, the Borrower has submitted to the Authority that certain Figtree PACE Application dated , a copy of which is attached hereto as Exhibit "A" and incorporated herein by this reference (the "Application ") and the Authority has accepted the Application in accordance with the Report; and WHEREAS, the renewable energy system and /or energy or water efficiency equipment and those certain direct costs incurred by the Borrower as described in Exhibit C which shall be financed with the proceeds of the Assessment Financing described herein (the "Improvements ") are described in Exhibit "B" attached hereto and incorporated herein by this reference, which Improvements shall be constructed on or installed on the property of Borrower identified in the Application (the "Property "); and WHEREAS, the Borrower wishes to participate in the Program by executing this Contract with the Authority and thereby requests that the Authority finance the acquisition, construction, and installation of the Improvements on t he Property and certain costs of issuance associated therewith; WHEREAS, the Authority shall provide the proceeds of the Assessment Financing directly tothe Borrower and/or a licensed contractor selected by Borrower in accordance with the Report (the "Contractor ") to pay for the Improvements in accordance with the guidelines outlined in the Report. WHEREAS, the Borrower acknowledges that funding for the Improvements will be provided by the Authority through the issuance of bonds, notes or other obligations secured in whole or in V242014 part by the payment by the Borrower of amounts required to be paid hereunder (collectively "Financing Instruments "); and WHEREAS, in order to repay such Assessment Financing, the Borrower has determined that the Property benefits from the Improvements in an amount at least equal to the Assessment and the Borrower voluntarily consents to the recordation of a voluntary and consensual Assessment Financing Lien (as defined in section I.B. of this Contract) on the Property for an assessment of the Property each year until the Assessment Financing is paid in full; and WHEREAS, Borrower agrees that assessment installments (including principal, interest, and administrative costs) will be collected on the property tax bill for the Property in the same manner and at the same time as property taxes and shall be subject to the same penalties, remedies (including foreclosure and sale of the property), and lien priorities as are property taxes in the event of delinquency; and WHEREAS, Borrower has read and understands, and has executed the Disclosures, Declarations and Acknowledgments contained in the Application; NOW, THEREFORE, in consideration of the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree, as follows: Assessment Financing Contract 1. Contract A. Subject to the conditions set forth herein, the Authority agrees, subject to obtaining sufficient funding therefore and the issuance of the Financing Instruments, to extend Assessment Financing to Borrower for the purpose of acquiring, installing, and constructing the Improvements in a dollar amount calculated pursuant to Exhibit "C" attached hereto and incorporated herein by this reference (the "Financing Amount "). The Borrower shall be solely responsible for the payment of all costs of the Improvements which exceed the Financing Amount and Borrower agrees, in any event, to complete the Improvements and to fund all costs associated with such completion which may be in excess of the Financing Amount. This Contract and the Application are collectively referred to herein as the "Documents." B. Interest shall accrue on the unpaid principal balance of the Financing Amount from the date the Financing Instruments are issued. The Borrower acknowledges that Financing Amount will be recorded against the Property pursuant to Section 5898.30 of the California Streets and Highway Code and officially becomes a 1 ien (the "Assessment Financing Lien ") against the Property. The Financing Amount shall accrue interest at a rate of percent ( %) per annum. Interest shall be computed on the basis of a three hundred sixty (360) day year. If a law which applies to the Contract sets maximum interest rates or charges in a manner as would cause the interest or other charges collected or to be collected in connection with the Contract to exceed the limits permitted by such laws, then: (i) any such interest or charge shall be reduced by the amount necessary to reduce the interest or charge to the permitted V242014 2 limit; and (ii) any sums already collected which exceed permitted limits will be refunded by the Authority if required by, and in the manner set by, law. C. The Borrower promises to pay to the Authority, without deduction or offset, the Financing Amount and the interest accrued thereon as provided herein. In addition, the Borrower promises to pay to the Authority, without deduction or offset, the reasonable costs which result from the administration and collection of assessments or from the administration or registration of any associated Financing Instruments issued for the Assessment Financing, including any reserve fund or other related funds associated with the Assessment Financing (the "Annual Administrative Assessment "). The Annual Administrative Assessment shall be the amount set forth in Exhibit "C" hereof. D. The Financing Amount and the Annual Administrative Assessment, and the interest and any penalties thereon shall constitute the Assessment Financing Lien on the Property until they are paid. The installments of the Financing Amount shall be included on the property tax bill for the Property, and shall be subject to the same penalties, remedies, and lien priorities as are property taxes in the event of non - payment. E. The Borrower hereby voluntarily and expressly consents to the levy of the annual assessment and the Annual Administrative Assessment and the imposition of the Assessment Financing Lien on the Property as described herein and in the Act. F. The amount of annual assessment as a result of the Assessment Financing on the Property is set forth in Exhibit "C" attached hereto and incorporated herein by this reference. Following the issuance of the Financing Instruments, the Program Administrator will determine the actual annual assessment amount based on the date of issuance and the actual interest rate of the Financing Instruments. G. The term of the Assessment Financing and this Contract is described in Exhibit "C" and shall be equal to the term of years of the Financing Instrument to be issued to fund the acquisition, installation and construction of the Improvements and shall not exceed a period of twenty (20) years. H. The outstanding principal balance of the Financing Amount may be prepaid, in whole or in part, at any time upon the payment of a premium in an amount equal to a percentage of the amount of the principal to be prepaid as calculated pursuant to Exhibit "C" attached hereto and incorporated herein by this reference. In addition, prepayment costs may also include trustee fees, Financing Instrument interest, and other related charges. The Borrower acknowledges and agrees that the Authority's obligations hereunder are conditioned upon the Authority obtaining financing for the Improvements through the issuance of the Financing Instruments. The inability of the Authority to obtain such financing for reason shall relieve the Authority and all of its obligations to the Borrower hereunder. 2. Use of Proceeds All proceeds of the Assessment Financing shall be used for the purpose of paying for the reasonable costs and expenses of the Improvements on the Property, to pay costs of issuance of V242014 the Financing Instrument, to fund capitalized interest on the Financing Instrument. In connection with that portion of the Assessment Financing used to pay for the costs and expenses of the Improvements, the Borrower shall comply with all requirements set forth herein and in the Application. The Borrower understands that the Authority will transfer the proceeds directly to the Contractor to pay for the Improvements in accordance with the guidelines outlined in the Report of the Authority as on file with the Authority. Disbursement Procedures A. Notwithstanding anything to the contrary contained herein, the Authority shall have no obligation to disburse the funds for the Improvements to the Contractor(s) unless and until each of the following conditions are satisfied, or any such condition is expressly waived in writing by the Authority: (i) The receipt by the Authority of a written certification from Borrower and the Contractor that performed the Improvements, stating the actual cost of such Improvements for which disbursement is requested and stating that the installation of the Improvements is complete. (ii) A determination by the Authority that the Improvements have been installed on the Property. (iii) The receipt by the Authority of statements of Contractor(s), under penalty of perjury, and releases or waivers of lien, and any such other documents and instruments as the Authority may require, all in compliance with the requirements of applicable law. (iv) Borrower has, as appropriate, executed and delivered to the Authority the Documents and such other documents or instruments pertaining to the financing or the Improvements as the Authority may require. (v) As of the date of disbursement of the Financing Amount, nothing has come to the attention of the Authority which would lead the Authority to believe that the representations of the Borrower contained in the Documents are untrue, and no Default (as defined in Section 10 below) shall have occurred and be continuing. (vi) No stop payment or mechanic's lien notice pertaining to the Improvements has been served upon t he Borrower or Authority or recorded against the Property and which remains in effect. (vii) The Authority shall have performed title verification (the "Title Report ") in a form and substance acceptable to the Authority. The Authority may require the Borrower to take action to remove exceptions to the Title Report. (viii) In the event that (a) the construction of the Improvements (including, but not limited to commencing the permit process) has not commenced within one hundred and eighty (180) days of the issuance of the Financing Instruments issued for the Financing Amount, or (b) all or a portion of the proceeds of the Financing Instruments issued for the Financing Amount are not utilized to fund the Improvements within two (2) years of the issuance thereof, any remaining balance or portion of Improvements shall not be funded V242014 4 under this Contract and the Financing Amount shall not be tendered to the Contractor. Property owner shall be responsible for unpaid accrued interest on t he Financing Instruments, any related pro -rata portion of the financing costs, as well as a five (5 %) termination fee based on the outstanding principal amount. B. Borrower will, within ten calendar days (10) of presentation by the Authority, execute any and all documents or instruments required by the Documents in connection with the disbursement of the Financing Amount. C. Progress Payments. T he foregoing Disbursement Procedures shall apply to progress payments to Contractor(s) for partially completed installation of the Improvements. If a progress payment is requested a f ee as reasonably determined by the Program Administrator shall apply. 3. Reports Borrower shall, upon t he request of the Authority, deliver within thirty (30) days to the Authority, or, if appropriate, cause its Contractor(s) to deliver within thirty (30) days to the Authority, a written report regarding the status of installation of the Improvements. 4. Representations and Warranties of Borrower Borrower represents and warrants that each representation and warranty set forth below is true, accurate and complete as of the date of this Contract. The disbursement of the Financing Amount shall be deemed to be a reaffirmation by the Borrower of each and every representation and warranty made by Borrower in this Contract. A. Formation and Authority. If Borrower is anything other than a natural person, it has complied with all applicable laws and regulations concerning its organization, existence and the transaction of its business, and is in good standing in each state in which it conducts its business. Borrower is the owner of the Property and is authorized to execute, deliver and perform its obligations under the Documents, and all other documents and instruments delivered by Borrower to the Authority in connection therewith. This Contract and the Application have been duly executed and delivered by Borrower and are valid and binding upon and enforceable against the Borrower in accordance with their terms. No consent or approval of any third party, which has not been previously obtained by the Borrower, is required for the Borrower's execution of the Contract and the Application, or the performance of its obligations contained therein. B. Compliance with Law. Neither Borrower nor the Property is in violation of, and the terms and provisions of the Documents do no t conflict with, any regulation or ordinance, any order of any court or governmental entity, or any building restrictions or governmental requirements affecting Borrower or the Property. C. No Violation. The terms and provisions of the Documents, the execution and delivery of the Documents by Borrower, and the performance by Borrower of its obligations contained therein, will not and do not conflict with or result in a breach of or a default V242014 5 under any of the terms or provisions of any other contract, covenant or security instrument by which the Borrower or the Property is bound. D. Other Information. If Borrower is comprised of the trustees of a trust, the representations of this Section 4 shall also pertain to the trustor(s) of the trust. All reports, documents, instruments, information and forms of evidence which have been delivered to Authority concerning the Assessment Financing are accurate, correct and sufficiently complete to give Authority true and accurate knowledge of their subject matter. E. Lawsuits. There are no lawsuits, tax claims, actions, proceedings, investigations or other disputes pending or threatened against Borrower which may materially impair Borrower's ability to perform its obligations hereunder. F. Borrower Not a "Foreign Person." Borrower is not a "foreign person" within the meaning of Section 1445(f) (3) of the Internal Revenue Code of 1986, as amended from time to time. G. No Event of Default. There is no event which is, or with notice or lapse of time or both would be, a Default under this Contract. H. Attribution of Benefit. Borrower confirms that based upon his knowledge and ownership of the Property, he voluntarily has attributed the percentages and amounts of benefit set out under the Act to each parcel and Borrower voluntarily and expressly consents to the Assessments so attributed. 5. Borrower's Covenants Borrower covenants, as follows: A. Completion and Maintenance of the Improvements. Borrower shall cause Contractor to commence within thirty (30) days, construction of the Improvements, and diligently continue to completion, in a good and workmanlike manner and in accordance with sound construction and installation practices. Borrower shall maintain the Improvements in good condition and repair. B. Compliance with Law and Agreements. In commencing and completing the Improvements, Borrower shall comply with all existing laws, regulations, orders, building restrictions and requirements of, and all agreements with and commitments to, all governmental, judicial and legal authorities having jurisdiction over the Property or the Improvements and which are applicable to the Improvements, and with all recorded instruments, agreements, and covenants and restrictions affecting the Property. C. Permits, Licenses and Approvals. Borrower shall properly obtain, comply with and keep in effect all permits, licenses and approvals which are required to be obtained from any governmental authority in order to commence and complete the Improvements. Borrower, upon the request of the Authority, shall deliver within fifteen (15) days, copies of all such permits, licenses and approvals to the Authority. V242014 6 D. Site Visits. Borrower grants Authority, its agents and representatives the right to enter and visit the Property at any reasonable time, after giving reasonable notice to Borrower, for the purposes of observing the Improvements. Authority will make reasonable efforts during any site visit to avoid interfering with Borrower's use of the Property. Borrower shall also allow Authority to examine and copy records and other documents of Borrower which relate to the Improvements. Authority is under no duty to visit the Property, or observe any aspects of the Improvements, or examine any records, and Authority shall not incur any obligation or liability by reason of not making any such visit or examination. Any site visit, observation or examination by Authority shall be solely for the purposes of protecting Authority's rights under the Documents. K Protection against Lien Claims. Borrower shall pay within thirty (30) days or otherwise discharge any claims and liens for labor done and materials and services furnished to the Property in connection with the Improvements. Borrower shall have the right to contest in good faith any claim or lien, provided that it does so diligently and without delay in completing the Improvements. F. Insurance. Borrower shall provide, maintain and keep in force at all times during the term of this Contract, all risk property damage insurance on the Property, with a policy limit equal to the full replacement cost of the Improvements. G. Notices. Borrower shall notify Authority within fifteen (15) days in writing of any Default under this Contract, or any event which, with notice or lapse of time or both, would constitute a Default hereunder. 6. Mechanic's Lien and Stop Notices In the event of the filing of a stop notice or the recording of a mechanic's lien pursuant to applicable law of the State of California and relating to the Improvements, the Authority may summarily refuse to make any disbursement for the Improvements, and in the event Borrower fails to furnish the Authority a bond or other credit instrument causing such notice or lien to be released within ten (10) days of notice from the Authority to do so, such failure shall at the option of Authority constitute a Default under the terms of this Contract. Borrower shall deliver within fifteen (15) days to the Authority copies of all such notices or liens. 7. Indemnification A. Borrower shall indemnify, defend, protect, and hold harmless the Authority, Program Administrator, any city or county which may have formed the assessment district, and any and all agents, employees, representatives and attorneys thereof (collectively, the "Authority Parties "), from and against all losses, liabilities, claims, damages (including but not limited to consequential damages), penalties, fines, forfeitures, costs and expenses (including all reasonable out -of- pocket litigation costs and reasonable attorney's fees) and any demands of any nature whatsoever related directly or indirectly to, or arising out of, or in connection with, (i) any breach or Default by Borrower under the Documents, (ii) the Financing Amount and the Annual Administrative Assessment, (iii) the Improvements or the Property, or (iv) any other fact, circumstance or event related to Authority's extension of the Assessment Financing to Borrower or Borrower's V242014 7 performance of its obligations under the Documents (collectively, the "Liabilities "), regardless of whether such Liabilities shall accrue or are discovered before or after the disbursement of the Financing Amount. B. The indemnity obligations described in this Section 7 shall survive the disbursement of the Financing Amount, the repayment of the financing, the transfer or sale of the Property by the Borrower, and the termination of this Contract. 8. Waiver of Claims Because this Contract reflects Borrower's free and willing consent to enter into this Contract and to pay the Financing Amount, and the assessment thereof, and the Annual Administrative Assessment, Borrower hereby waives any otherwise applicable requirements for or right to the preparation of an engineer's report, notice of public hearing, public hearing, protest or opportunity to submit an assessment ballot in support of or in opposition to the Financing Amount, assessment thereof and the Annual Administrative Assessment pursuant to Article XIIID of the California Constitution, the Proposition 218 Omnibus Implementation Act (commencing at California Government Code Section 53750) and any other provision of California law. Borrower agrees and acknowledges that the assessment is not a "tax" as used in Section I (e) of Article XIIIC of the California Constitution and that if such assessment is a 1 evy, charge, or exaction of any kind by the Authority, it is a charge imposed for a specific benefit conferred or privilege granted to Borrower that is not provided to those not charged, and which does not exceed the reasonable costs to the Authority of conferring the benefit or granting the privilege to Borrower. Borrower further knowing and voluntarily waives any otherwise applicable requirements for or rights granted under Article XIIIA or XIIIC pertaining to the assessment. Borrower hereby waives Borrower's right to repeal or reduce the assessment by initiative or any other action, or to file any lawsuit or other proceeding, at law or in equity, to challenge the validity of the assessment or the proceedings of the Authority, or any portion thereof, undertaken in connection with the establishment of the Program. For and in consideration of the Authority's execution and delivery of this Contract, Borrower, for itself and for its successors -in- interest to the Property and for any one claiming by, through, or under the Borrower, hereby waives the right to recover from and fully and irrevocably releases the Authority Parties from any and all claims, obligations, liabilities, causes of action, or damages, including attorneys' fees and court costs, that Borrower may now have or hereafter acquire against any of the Authority Parties and accruing from or related to (i) the acquisition, construction, installation and use of the Improvements, (ii) any damage to or diminution in value of the Property that may result in connection with the Improvements, (iii) any personal injury, property damage or death that may result from the Improvements, (iv) the selection of manufacturer(s), dealer(s), supplier(s), contractor(s) and /or installer(s), and their action or inaction with respect to the Improvements, (v) the merchantability and fitness for any particular purpose, use or application of the Improvements, (vi) the amount of energy savings resulting from the Improvements, (vii) the workmanship of any third parties. This release includes claims, obligations, liabilities, causes of action, and damages of which Borrower is not presently aware or which Borrower does not suspect to exist which, if known by Borrower, would materially affect Borrower's release of the Authority Parties. T he waiver contained in this V242014 8 paragraph shall exclude any and all claims, obligations, liabilities, causes of action, or damages, including attorneys' fees and court costs incurred by Borrower arising from the gross negligence or willful misconduct of any Authority Party. BORROWER HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 ( "SECTION 1542 "), WHICH IS SET FORTH BELOW: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." BY INITIALING BELOW, BORROWER HEREBY WAIVES THE PROVISIONS OF SECTION I542 SOLELY IN CONNECTION WITH THE MATTERS WHICH ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES. Borrower's Initials The waivers and releases by Borrower contained in this Section 8 shall survive the disbursement of the Financing Amount, the repayment of the financing, the transfer or sale of the Property by the Borrower, and the termination of this Contract. 9. Further Assurances The Borrower shall execute any further documents or instruments consistent with the terms of this Contract, including documents and instruments in recordable form, as Authority shall from time to time find necessary or appropriate to effectuate its purposes in entering into this Contract and disbursing funds to the Borrower. 10. Default A. Subject to the further provisions of this Section 10, the failure of any representation, covenant or warranty of the Borrower contained herein to be correct in all material respects, or the failure or delay by Borrower to perform any of its obligations under the terms or provisions of the Documents, shall constitute a default hereunder ( "Default "). The Borrower must immediately commence to cure, correct, or remedy such failure or delay and shall complete such cure, correction or remedy with reasonable diligence, but in any event, within the time set forth in Sections 10(C) and (D) below, as applicable. B. The Authority shall give written notice of Default to Borrower, specifying the Default. Delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. All times for notice are calendar days. C. If a monetary event of Default occurs, prior to exercising any remedies under the Documents or the Act, Authority shall give Borrower written notice of such Default. Borrower shall have a period of thirty (30) days after such notice is given within which to cure the default prior to exercise of remedies by Authority. V242014 9 D. If a non - monetary event of default occurs, prior to exercising any remedies under the Documents or the Act, Authority shall give Borrower notice of such default. If the Default is reasonably capable of being cured within thirty (30) days, Borrower shall have such period to effect a cure prior to exercise of remedies by Authority under the Documents or the Act. If the Default is such that it is reasonably capable of being cured, but not within such thirty (30) day period, and Borrower (i) initiates corrective action within such thirty (30) day period, and (ii) diligently, continually, and in good faith works to effect a cure as soon as possible, then Borrower shall have such additional time as is reasonably necessary to cure the Default prior to exercise of any remedies by Authority. However, in no event shall Authority be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a Default, or if the Default is not cured within one hundred and twenty (120) days after the first notice of Default is given. E. If any Default occurs and has not been cured within the applicable time period, then, upon the election of Authority, (i) if there has been no disbursement of the Financing Amount, this Contract shall terminate and, except as otherwise expressly provided herein, the parties have no further obligations or rights hereunder, or (ii) if the Financing Amount has been disbursed in whole or in part, Authority may terminate its obligations to make any further disbursement of the Financing Amount and exercise any or all of the rights and remedies available to it under applicable law, at equity or as otherwise provided herein. F. Any and all reasonable costs and expenses incurred by the Authority in pursuing its remedies hereunder shall be additional indebtedness of the Borrower to the Authority hereunder, and shall be secured and collected as provided in the Act. G. Except as otherwise expressly stated in this Contract, the rights and remedies of the Authority are cumulative, and the exercise of one or more of such rights or remedies shall not preclude the exercise by the Authority, at the same time or different times, of any other rights or remedies for the same Default or any other Default. No failure or delay by Authority in asserting any of its rights and remedies as to any Default shall operate as a waiver of any Default or of any such rights or remedies, or deprive the Authority of its rights to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. H. Performance of the covenants and conditions imposed upon B or-rower hereunder with respect to the commencement and completion of the Improvements and the timely utilization of the Financing Amount shall be excused while and to the extent that, Borrower is prevented from complying therewith by war, riots, strikes, lockouts, action of the elements, accidents, or acts of God beyond the reasonable control of the Borrower; provided, however, that such event is not caused by the fault, negligence or misconduct of Borrower; and provided, further, as soon as the cause or event preventing compliance is removed or ceases to exist the obligations shall be restored to full force and effect and Borrower shall immediately resume compliance therewith and performance thereof. I. In the event that (1) the construction of the Improvements (including, but not limited to commencing the permit process) has not commenced within one hundred and eighty (180) days of the date that the Authority has notified the Borrower pursuant to Section V242014 10 13 below in writing of the issuance of the Financing Instruments issued for the Financing Amount, or (b) all or a portion of the proceeds of the Financing Instruments are not utilized to fund the Improvements within 2 years of the issuance of the Financing Instruments, the remaining Financing Amount shall not be tendered to the Contractor, and the Improvements shall not be funded under this Contract. The Authority shall have no further obligation hereunder. 11. Compliance with Local, State and Federal Laws Borrower shall cause the Improvements to be constructed, in conformity with all applicable laws, including all applicable federal, state and local occupation, safety and health laws, rules, regulations and standards. Borrower agrees to indemnify, defend and hold the Authority Parties harmless from and against any cost, expense, claim, charge or liability relating to or arising directly or indirectly from any breach by, or failure of, Borrower or its contractor(s) or agents to comply with such laws, rules or regulations. The indemnification obligations described in Section 7 shall survive the disbursement of the Financing Amount, the repayment of the Financing Amount, and the termination of this Contract. 12. Severability Each and every provision of this Contract is, and shall be construed to be, a separate and independent covenant and contract. If any term or provision of this Contract or the application thereof shall to any extent be held to be invalid or unenforceable, the remainder of this Contract, or the application of such term or provision to circumstances other than those to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this Contract shall be valid and shall be enforced to the extent permitted by law. 13. Notices All notices and demands shall be given in writing by certified mail, postage prepaid, and return receipt requested, or by personal delivery (by recognized courier service or otherwise). Notices shall be considered given upon the earlier of (a) personal delivery or (b) two (2) business days following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested. Notices shall be addressed as provided below for the respective party; provided that if any party gives notice in writing of a change of name or address, notices to such party shall thereafter be given as demanded in that notice and provided the Authority may designate a Program Administrator other than Figtree and provide notice information for such replacement party to the Borrower: To Authority: CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY 550 Bercut Drive, Suite G Sacramento, CA 95811 and FIGTREE COMPANY, INC. 9915 Mira Mesa Blvd Suite 130 San Diego, CA 92131 V242014 To Borrower: 14. Attorneys' Fees and Costs In the event that any action is instituted to enforce payment or performance under this Contract, the parties agree that the non - prevailing party shall be responsible for and shall pay all reasonable costs and all attorneys' fees incurred by the prevailing party in enforcing this Contract. 15. No Waiver No disbursement of all or any portion of the Financing Amount shall constitute a waiver of any conditions to the Authority's obligation to make further disbursements nor, in the event Borrower is unable to satisfy any such conditions, shall any such waiver have the effect of precluding the Authority from thereafter declaring such inability to constitute a Default under this Contract. No disbursement of any amount based upon inadequate or incorrect information shall constitute a waiver of the right of Authority to receive a refund thereof from Borrower. No waiver of any term or condition of this Agreement or any of the Documents shall constitute a continuing waiver thereof. 16. Governine Law This Contract shall be governed by the laws of the State of California. Any legal action brought under this Contract must be instituted in the Superior Court of the County of Sacramento, State of California. 17. Amendment of Contract No modification, rescission, waiver, release or amendment of any provision of this Contract shall be made except by a written agreement executed by the Borrower and the Authority. 18. Authority May Assien: Role of the Authority Authority, at its option, may (i) assign any or all of its rights and obligations under the Contract, and (ii) pledge and assign its right to receive the Assessment, the Annual Administrative Assessment, and the repayment of the financing and any other payments due to the Authority hereunder, without obtaining the consent of the Borrower. 19. Borrower Assignment Prohibited In no event shall Borrower assign or transfer any portion of this Contract or Borrower's rights or obligations under the Contract without the prior express written consent of Authority, which V242014 12 consent may be granted or withheld in the reasonable discretion of the Authority. Sale, transfer, or rental of the Property is not an assignment or transfer of this Contract. 20. Notice to Subsequent Purchasers Borrower agrees to provide written notice to any subsequent purchaser of the Property that the Property is subject to an assessment lien for this Program, and to provide any subsequent purchaser a copy of this Contract. 21. Relationship of Borrower and Authority The relationship of Borrower and Authority pursuant to this Contract is that of debtor and creditor and shall not be or be construed to be a joint venture, equity venture, partnership, or other relationship. 22. General Time is of the essence of this Contract and of each and every provision hereof. This Contract, together with the other Documents, constitutes the entire contract between the parties hereto, and there shall be no other contract regarding the subject matter thereof unless signed in writing by the part to be charged. If there is more than one "Borrower," the obligations hereunder of all Borrowers shall be joint and several. 23. Counterparts This Contract may be executed in several counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument. [SIGNATURES ON FOLLOWING PAGE] V242014 13 IN WITNESS WHEREOF, Borrower and Authority have entered into this Contract as of the date and year first above written. CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY, a joint powers authority By: Name: Its: Chair Attest: Name: Its: Assistant Secretary BORROWER NAME : Authorized Signature Name: BORROWER NAME Lo Authorized Signature Name: V2420l4 14 EXHIBIT "A" [ATTACH COPY OF EXECUTED AND ACCEPTED APPLICATION] V242014 A -1 EXHIBIT "B" DESCRIPTION OF THE PROPERTY AND IMPROVEMENTS V242014 B -1 EXHIBIT "C" SCHEDULE OF FINANCING TERMS AND AMOUNT DETERMINATION, ANNUAL ASSESSMENT INSTALLMENTS, AND PREPAYMENT PREMIUM 1. Financing Terms Improvement Amount $ Term of Financing (Years) Interest Rate Closing Date of Financing Instruments 2. Financing Amount Determination Cost of Improvements $ Cost of Issuance C__% of the Total Financing Amount) $ Capitalized Interest (based on closing date through September 2, 20_ $ Processing Fee V242014 C- I Total: $ 3. Annual Assessment Installments Annual Debt Service [Principal & Interest]: $ Annual Administrative Assessment: 4. Prepayment Premium The prepayment premium shall be calculated as a percentage of the outstanding principal balance of the Financing Amount as follows: Prepayment Occurring Between September 2, 2014 to September 1, 2021 September 2, 2021 to September 1, 2024 September 2, 2024 and thereafter V242014 C -2 Amount 5% 3% 0% EXHIBIT C Authorized Improvements 4829 - 6142 - 0561.1 FIGTREE PACE Eligible Energy & Water Efficiency Measures (the "Improvements ") The Program offers financing for a number of water and energy efficiency measures, solar systems, and other innovative, energy - saving measures. The energy and water efficiency measures listed in this section are meant to serve as examples of the types of measures that qualify for Program financing. CEDA and/or Figtree reserves the right to make a final determination as to whether any particular energy and/or water efficiency measure will ultimately qualify. Energy Efficiency Equipment / Measures • Lighting • Lighting fixture replacement • Dimmable lighting • Air Conditioning & Heating • Air heating, ventilation, and air conditioning systems • Furnaces and boilers • Air conditioners and condensing units • Packaged terminal air conditioners and heat pumps • Closed Loop Cooling • Air conditioner condensate recovery • Building Infrastructure & Management • HVAC Duct Zoning • Skylights • Insulation • Pipe insulation • Exterior doors • Occupancy sensors • Heat rejection equipment • Compressor controls • Equipment scheduling • Programmable thermostats • Electric Vehicle Plug -In • Building Equipment • Refrigerated coolers • Water chillers • Variable Speed Drive pump motor upgrades • Air handler fan upgrades • Economizers • Ozone laundry system • Carbon Dioxide or Silicon based dry cleaning system • Dry Hood Exhaust systems 4829 - 6142.0561.1 Pool Equipment • Pool circulating pumps (must be Variable Flow and/or Multi -speed with controllers) • Natural gas pool heaters Solar Equipment / Renewable Energy Generation Solar Panels or Photovoltaic (PV) Systems are solar cells that capture the heat from the sun and convert it directly into electricity. PV Systems that meet applicable fire and electrical code requirements qualify for Program funding. Such equipment may include solar leases where such leases meet requirements of the PACE Program. Solar electricity generating equipment includes: • Solar thermal systems (hot water) • Solar thermal systems for pool heating • Photovoltaic systems (electricity) • Battery back -up systems will be allowed • Funding for off -grid systems will be allowed • PV systems can be sized to accommodate plug -in electric vehicles • Plug in stations • Emerging technologies • Nano /thin film photovoltaic • High intensity (parabolic solar panels) • Battery back -up systems will be allowed • Funding for off -grid systems will be allowed Other electricity generating equipment includes: • Small wind turbines • Fuel Cells Water Conservation Measures • High efficiency toilets • Low flow shower heads • Bathroom sink aerators • Hot water delivery options • Hot water recirculation systems and on- demand hot water systems • Whole house manifold system or core plumbing systems • Demand initiation or instantaneous hot water heaters • Demand initiated water softeners • Hot water pipe insulation • Evapotransportation irrigation systems or smart irrigation controllers • Permanently installed rainwater cisterns 4829 - 6142 -0561. l • Matched precipitation rate sprinkler heads • High efficiency outdoor irrigation • Pre -rinse spray valves • Waterless urinals or low flow urinals • Bathroom sink aerators • Industrial process water use reduction • Recycled water source • Deionization • Filter upgrades • Cooling condensate reuse • Foundation drain water • Cooling tower conductivity controllers • High efficiency outdoor irrigation • Smart irrigation systems / controllers ENERGY STAR The Program provides financing for a wide range of Energy Star -rated efficiency measures which property owners can get rebates (and tax incentives) as well as Program Assessment Financing. Energy efficiency equipment that is Energy Star rated must meet the Energy Star minimum efficiency levels. Energy Star requirements are anticipated to "ratchet up" to greater efficiency levels over time. Energy Star will also become more inclusive of technologies over time. Thus the Program will evolve with Energy Star and the market for energy - efficient technologies. The following Energy Star measures - among others - are eligible: • Attic and wall insulation • Light fixtures (no bulb -only retrofits) • Reflective roofs and coatings (Metal and Asphalt) • Windows, doors, and skylights (including sliding glass doors, garage doors, storm doors and storm windows) • HVAC: Central Air Conditioners, Air Source Heat Pumps, Furnaces and Boilers • Water Heaters: Gas, Oil, & Propane Water Heaters, Electric Heat Pump Water • Heaters • Biomass Stoves • Geothermal Heat Pumps • Solar Panels • Solar Water Heaters • Small Wind Energy Systems 4829- 6142- 0561.1 EXHIBIT D Applications for Financing 4829 - 6142 - 0561.1 L.V53012014 3 tell us� about your ProjeCt. If known, what kind of improvements would you like to finance? 0 Solar panels (photovoltaic) ❑ Low energy light fixtures and lighting controls 11 Solar panels (thermal hot water) 0 HVAC (Heating/ Air Conditioning) • Low flow water fixtures and toilets ❑ Attic and/or ceiling fans • Low flow irrigation systems and controls ❑ High-efficiency windows 0 Insulation and/or weatherization 0 High-efficiency pool pumps 0 Efficient roofs n Fuel cells El Skylights 11 Electric vehicle plug-in (solar sourced) 0 Wind power 0 Other: If known, what is the estimated installed `cost of your energy uroject if known, which contractor would you like to instal Iiconstruct your improvements? 4. Tell us about the Property Owner ("Borrower"). Which best describes the property's legal ownership? (Select one) Note: If the property is owned by an entity other than a natural person, please provide supporting documents identifying the entity's authorized signers, 0 Owned by individual(s) 0 Owned by a trust EJ Owned by a partnership, limited liability company, or corporation D Other (please describe) What is the Borrower's legal name as it appears on the property tax record? Note: The last four digits of the Borrower's Social Security Number will be used to verify that Borrower is not in bankruptcy and has not been in bankruptcy in the past five years. Provide Borrower's Tax Identification Number if Property is owned by a business entity. Owner 1 Name Tax Identification Number or Last four digits of SSN Owner 2 Name Tax Identification Number or Last four digits of SSN Owner 3 Name Tax Identification Number or Last four digits of SSN Owner 4 Name Tax Identification Number or Last four digits of SSN Who is the orimary contact for the t)roDertv reaardina Flatree PACE financing? V5302014 II Account Balance as of [Date of Balance] V5302014 r S. ® r R• r w i V5302014 f ■ V6302014 =Disclosures garding Interest Rates, Fees and Qualifications r rr r Interest Rate The interest rate is market -based and determined at the time of financing.- 'Current rates are between 4.50% to 6.09 %. Ir,7inimum Financing $5,000 Maximum Financing Not to exceed 20% of the Total Property Value. Payments Payment is due semi-annually at the same time as property taxes.. Assessment installments are payable to the tax collector of the county in which the property is situated: Terms Assessments are available in 5, 10, 15 and 20 year terms, not to exceed the useful life of the improvements. [due to the timing of payments through the property tax bill, payments may be amortized over a number of years one or two years fewer than the chosen assessment term depending on the date of project funding. Rebates and Improvements may be eligible for rebates and /or incentives, Figtree does not assist Incentives with processing rebates and /or incentives. All processing of rebates and /or incentives is between the property owner and the party offering the rebate and /or incentive. No Personal Figtree PACE assessments are land - secured and require no personal guarantee. Guarantee Capitalized Interest Any interest accruing from the time of fund allocation to the next applicable debt service payment will be capitalized (added to the assessment). Figtree will notify the property owner of the estimated amount of capitalized interest before the property owner executes an Assessment Financing Contract: Processing Fee A fee of $695 will be added to the total amount of the assessment at the time of closing. An additional $100 charge will apply to each of any additional parcels in connection with the assessment. This" fee pays for costs incurred to process the application, including a title report, and documentation fees for recording liens. This fee is included in the total amount of financing. Annual Administrative An annual charge of $15 to $30 for every $1,000 of the annual assessment amount Fee will be incurred for recovery of the program's administrative costs. Cost of Issuance Figtree charges a Cost of Issuance fee of 2% to 4% of the total financing to cover casts of issuing bonds to fund projects. This fee is not an out -of- packet expense for the property owner, but apportioned from the total financing. Progress Payment Fee A fee of $495 will be charged to any Contractor requesting a progress payment for (incurred by partially completed purchase, installation or construction of Improvements; Contractor) Contractors may draw a total of two (2) progress payments in addition to a final payment for completed work: V5302014 Green Attributes The Undersigned participating Property Owner in the Fig tree PACE program hereby provides and conveys all Green Attrib ding Renewable Energy Credits ("REC"), associated with all I ou [We ff 170M lam] I a , so rrej a UUTITTys all sl En Green X rio, ties 0 0 41 0 the terms� Authorized 1 Signature Authorized 2 Signature Authorized 3 Signature Authorized 4 Signature Name (Please print) Name (Please print) Name (Please print) Name (Mease print) Date Date Date Date c. 1 /(we) agree that Fi tr e„ the Figtree PACE program, C [ A and/or the City and County Application Attachments Checklist Please check to see if any of the following apply. If so, please submit the supporting documents with this Application by mail to our office at 9915 Mira Mesa Blvd, Suite 130, San Diego, CA 92131 or by email to applications Cfigtreefinancing.com. Please include your name and property address in the subject line. • Copy of pages of incorporation or supporting documents which identify authorized signers (if applicable) This Will be used to verify applicant has the authority to sign the Assessment Financing Contract on behalf of the corporate entity. • Copy of most recent mortgage statement fif applicable) • Copy of mortgage documents (if applicable) • Signed Authorization to Furnish and Release Information (;fee following page, if applicable) V5302014 ' Furni!;h and FtPI€±a5p- Irbfnrrna#inn T+ LV.5302014 i Application for FIGTREE PACE Financing fear' Residential Properties This Application requests the basic information we will need to determine the amount of FIGTREE PACE' financing available for your property improvement project. Filling out the Application will take just a moment of your time. There is no fee to apply: You may contact a FIGTREE PACE representative for assistance by calling 877 - 577 -7373. 1. Determine the eligibility of year Residential Property for financing. A "No" answer is required for each of these questions; Yea No ❑ ❑ As the property owner, are you in bankruptcy? 0 Is the property listed as an asset in a current bankruptcy? 0 0 Are there any federal or state income tax liens, judgment liens or similar involuntary liens on the property in amounts exceeding $1,000? 0 0 If there is /are a mortgage(s), does the total amount currently owed exceed the total assessed value of the property (as found on property tax bill)? A "Yes" answer is required for each of these questions. Yes No NIA; 0 0 0 Are the property taxes for this property current? 0 ❑ ❑ If there is a mortgage on the property, is it a "jumbo" (non - conforming) loan? ❑: 11 ❑ If there is a mortgage on the property, is it current?" 2. Tell us about your property. A copy of your property tax bill will provide the information requested in this section. What is the physical pLqpert address as listed ort'the property tax record? ECA Street Address city State ZIP What is the Assessor's Parcel Number(s) for the oroDerty? If known, what kind of improvements would` you like to finance? 3. Tell us about the property owner. What is the property owner's legal name as it appears on the property tax record? The last four di its of the gWerty owner's SSN will be used to verif)l bankra, tcy ell ibility , Owner 1 Owner 2 OR XXX -XX- Tax Identification Number (if owned by business entity) OR Last four digits of owner's Social Security Number List: additional owners Who is the primary +contact for the ro ert ; regarding FIGTREE'PACE financing? Name Email Preferred Phone Name Email Street Address City State ZIP Preferred Phone Account Number F6. Disclosures Regarding Rates, Fees, and Other Information "Rate subject to change based on market conditions and term of financing, rrm oe incuffea TOr recolfrery Or Ine Program 5 aQM1nUS1FaT1Te C0515, ost of Issuance Figtree charges a closing fee of 4% of the total financing to cover costs of issuing bonds to fund projects; This fee is hot an out-of-pocket expense for the property owher� but apportioned from the total financing� I Tier I Interest Rate % Not to exceed 7.25* For financed amounts up to 10% of Total Property Value 'Tier 2 Interest Rate Not to exceed 7,99%' For financed amounts greater than 10% and up to 20% of Total Property Value Minimum Financing $5,000 Maximum Financing Not to exceed 20% of the Total Property Value. Payments Payment is due semi-annually at the same time as property taxes. Assessment installments are payable to the tax collector of the county in which the property is situated. Terms Assessments are available in 5, 10, 15 and 20 year terms, not to exceed the useful life of the improvements. Due to the timing of payments through the property tax bill, payments may be amortized over a number of years one or two years fewer than the chosen assessment term depending on the date of project funding. Rebates and Improvements may be eligible for rebates and/or incentives. Figtree does not Incentives assist with processing rebates and/or incentives. All processing of rebates and/or incentives is between the property owner and the party offering the rebate and/or incentive, No Personal Figtree PACE assessments are land-secured and require no personal Guarantee guarantee. Capitalized Interest Any interest accruing from the time of fund allocation to the next applicable debt service payment will be capitalized (added to the assessment). Figtree will notify the property owner of the estimated amount of capitalized interest before the property owner executes an Assessment Financing Contract. "Rate subject to change based on market conditions and term of financing, rrm oe incuffea TOr recolfrery Or Ine Program 5 aQM1nUS1FaT1Te C0515, ost of Issuance Figtree charges a closing fee of 4% of the total financing to cover costs of issuing bonds to fund projects; This fee is hot an out-of-pocket expense for the property owher� but apportioned from the total financing� 6. Disclosures Regarding Assessment Financing rm . t. • .a! � • • i.e-• .t 1, a. _ ! .. ., a t• - _ t` t '` i ` a • - !_a • - a� � a pie - e _ -• . • • a..•` �° °a `°t a- t t.!` •. .t" t;t a s• t "! i • t t as -t e� - t . . e_ � r _•• o •- " t `aa � • -r t• t t ., ' ® • . :. t ,� 4 . ... a a :i - _...• • i 4 :: f -" • :. a -` • .., a ! a a • r • t•. M E I ■i® merchantability and fitness for any particular'' purpose, use or application of the Equipment: c 1 /(we) agree that Figtree, the Figtree PACE program, CEDA and/or the City and County Agencies in which the property resides, has no liability whatsoever concerning (i) the quality or safety of the Equipment, inclining its fitness for any purpose, (ii) the estimated energy savings produced by the Equipment, (iii) the workmanship of any third parties, (iv) the installation or use of the Equipment including, but not limited to, any effect on indoor pollutants, or any other matter with respect to the Figtree PACE program': d. 1 /(we) understand that I /(w) is /are responsible for meeting the requirements and complying with all the applicable Federal /State /County /City laws and any agreement which affects the use of the property, including homeowners' association (HOA) regulations, if any: 8. Indemnification and Waiver of Claims: l /(we) agree to indemnify, and waive the right to recover from; CEDA, Figtree, any City or County from and against all losses, liabilities, claims, damages, etc. arising out of this Financing including (i) Documents, (ii) the Improvements, (iii) any breach or default by me /(us), (iv) damage to my property, (v) personal injury or death, (vi) merchantability and fitness of Improvements, (vii) the amount of energy savings,(viii) the workmanship of third parties, and (ix) any other matter with respect to this the Figtree PACE program. Acknowledgement I/ e acknowledge that I /we have receivers the Declarations and Acknowledgments and agree to the terms Owner 1 Signature Owner 2 Signature Owner 3 Signature Owner 4 Signature r. ®1 6.. Assignment of Green Attributes to Figtree Energy Resource Company Certain Green Attributes may arise from the improvements financed through the Figtree PACE program. Where applicable, Figtree Energy Financing may aggregate Green Attributes from the Improvements: Green Attributes The unders I igned participating Property Owner in the Figtree PACE program hereby provides ?nd conyti. z:i All Green Attributes in ludin Renewable red- ss6ciated with ti,. -rte 1 ` �.. #.... # � # !w...,.. � �..! .. •. Date