Terms and Conditions of Participation in Contractor/Vendor Program

TERMS AND CONDITIONS OF PARTICIPATION IN CONTRACTOR/VENDOR PROGRAM

1. PURPOSE AND RECITALS.

1. The Terms and Conditions of Participation in Contractor/Vendor Program (“Agreement”) confirms to the Solar and Energy Loan Fund of St. Lucie County, Inc. (“SELF”) that the executing Contractor agrees to, accepts, and understands all of the terms and conditions under which contractors shall participate in SELF’s Contractor/Vendor Program (“Program”). SELF and Contractor may each be referred to individually as a “Party,” or collectively, “Parties,” in this Agreement.

2. If SELF authorizes the Contractor to participate in the Program, the Contractor agrees to, at all times, be bound by all the terms and conditions set forth in their Application,  this Agreement, and all terms, conditions, and program requirements set forth in the Program, both as they exist now and as they may change in the future (collectively, the “Terms”), with or without advance written notice to the Contractor. Failure to abide by these Terms may result in immediate termination from Contractor’s participation in the Program, in addition to all other rights and remedies available to SELF in equity and at law.

2. Terms and Conditions for Participation.

1. PROCESS. After Contractor submits their Application, supporting documentation, and this Agreement, SELF will review all materials. If Contractor is approved to participate in the Program. Contractor will receive a “Welcome Email” from SELF that includes the basic information of the Program and next steps. In the event that there are any conflicts amongst the Welcome Email or the Terms, then the terms and conditions of this Agreement shall govern.

2. PAYMENT. If Contractor is accepted into the Program, and if Contractor is selected by homeowner(s) and/or other customer(s) (collectively, “Customers”) to perform work at their respective properties, SELF guarantees 100% payment for said work (after completion and subject to inspections, as outlined in Section II.C.) as long as the Contractor complies with this Agreement (including but not limited to Contractor’s Warranties, Representations, and Obligations set forth in Section II.C.). SELF will not make any partial or “in progress” payments to Contractor; however, Customers and SELF, at their sole and absolute discretion, may authorize an advance payout of 30% of the quoted amount for the work or the loan, whichever is less, before a project begins. Should Contractor receive an advance payout, but fail to complete the work for the Customers in accordance with Section II.C. of this Agreement, Contractor agrees to repay the advance payout to SELF in full and also specifically authorizes SELF to avail itself of any and all other remedies in equity or in law to recapture the advance payout made to Contractor. This includes, but is not limited to, charging an account, whether a bank account, credit card account, or otherwise, that Contractor has on file with SELF for said advance payment amount.

3. CONTRACTOR’S WARRANTIES, REPRESENTATIONS, AND OBLIGATIONS.
   1. CONTRACTOR’S BUSINESS MUST BE IN GOOD STANDING. Contractors shall have and must at all times maintain: its annual reports in the state(s) in which it conducts business; Contractor’s state business license; local business licenses(s) where applicable; certifications and licenses specific to installation or services to be provided; and, copies of these documents, which will be made available for SELF’s inspection and review at any time.
   2. WORKER’S COMPENSATION. Contractor shall have, and must at all times maintain, workers’ compensation insurance in accordance with the state law(s) where Contractor conducts business.
   3. INSURANCE REQUIREMENTS:
      1. Contractor shall have, and must at all times maintain, occurrence-based commercial general liability insurance (including products and completed operations coverage). If a certain limit for a particular project is required by SELF, the Contractor will be notified at that time.
      2. Contractor’s insurance coverage will include limits of not less than $500,000 per occurrence for bodily injury and property damage liability, with an annual aggregate limit of not less than $1,000,000. Contractor must immediately notify SELF in writing if Contractor no longer has the minimum level of insurance required for participation in the Program.
   4. REQUIREMENTS FOR CUSTOMERS:
      1. Contractor must provide Customers with written estimates and proposals. Contractor must enter into written contracts with Customers. Any proposals or estimates must include deliverables, timeframe, and the itemized costs and fees. Contractor must provide copies of all fully executed contracts and other important documents to Customers and to SELF; this includes, but is not limited to, contracts, estimates, warranties, product specifications (where applicable), and recorded documents.
      2. Contractor shall provide Customers with a written warranty of labor and materials for a minimum of one (1) year from the date of when service was completed. Equipment installed shall carry the manufacturer’s warranty.
      3. The participating Contractor’s contract with a Customer to provide any services or labor to that Customer must comply with this Agreement.  
   5. CHANGES IN CONTRACTOR’S INFORMATION. Contractor must notify SELF within two (2) business days of any changes including, but not limited, to any change of address or proposed or actual changes in its ownership or business structure.
   6. COMPLIANCE WITH ALL LAWS. Contractor must comply with all applicable federal, state, city and county laws, ordinances, and regulations, including but not limited to the residential and commercial building codes, law regarding deceptive and unfair trade practices, product liability, and fair housing laws.
   7. SUBCONTRACTORS. Contractor is fully responsible and liable for any subcontractors it utilizes in its work for Customers under the Program. This includes, but is not limited to, ensuring subcontractors are paid, regardless of whether SELF or Customer has made final payment to Contractor, and that subcontractors are fully licensed and insured. SELF has no liability to any subcontractors for payment or otherwise.
   8. INSPECTIONS. Contractor agrees to allow SELF, SELF’s designees, and other third parties conduct random quality assurance field inspections of work that has been performed or that is in progress. SELF, in its sole and absolute discretion, may assign to a third party all or any part of its rights to inspections and verification of Contractor’s work. Contractor agrees that they must fully cooperate with these inspections and verifications, which will comply with all applicable standards. Contractor agrees that these inspections will verify the project for SELF’s Program purposes only; and, agrees that no warranty for any purpose whatsoever is implied, and that SELF is not waiving any rights or remedies by conducting these inspections. SELF will notify the Contractor in writing if any non-compliance issues are discovered as a result of these inspections. Within thirty (30) days of the written notification, and at no additional cost to the Customer or SELF, the Contractor shall make any required health and safety repairs or corrections and/or other repairs needed to bring such work up to applicable standards. Contractor fully understands and agrees that neither SELF nor Customer will be liable for final payment to Contractor – or payment of any kind, which includes but is not limited to late fees – until Contractor fully passes all final municipal inspections and closes all permits, where applicable. Contractor fully agrees that it will not hold SELF liable for Customer’s refusal to allow or permit inspections, whether conducted by SELF, government or municipal authorities, or third parties.
   9. PREPARATION FOR NATURAL DISASTERS. In the event that there is a natural disaster, which is foreseeable, such as inclement weather or a hurricane, SELF will not be liable for Contractor’s failure to secure the work site for any project in this Program. Contractor is liable for any delays cause by its failure to properly secure the work sites, whether that is due to natural disasters or other preventable losses (e.g., theft).
   10. RECORDS RETENTION. Contractor must maintain, for a minimum of three (3) years (or longer if required by law), records of contracts, inspection and test results, and applicable forms related to work funded in whole or in part by SELF and must provide SELF prompt access to these records upon SELF’s request for the same.
   11. Contractor work Completion Requirements:
       1. Each Contractor (the company installing retrofit(s) or completing other work on Customers’ homes or properties under the SELF Program) has a maximum of thirty (30) calendar days, per project, to complete all work on the home or property. The Contractor must submit all required paperwork within thirty (30) calendar days from the date of the Notice to Proceed (NTP) received from SELF.
          • Exceptions: Window and door retrofits may take up to, but are not to exceed, sixty (60) calendar days. Pulling and closing permit(s) may take an unusual amount of time; however, Contractor must immediately communicate all delays to SELF in order for SELF to grant an exception to the timeframe.
       2. If Contractor knows or suspects that there will be delays, it is Contractor’s responsibility to clearly and promptly communicate this with SELF in writing and to request an extension, which SELF has the sole and absolute discretion to approve or deny.
       3. If Contractor does not communicate with SELF or fails to submit any paperwork or documentation as SELF, in its sole and absolute discretion deems necessary, then Contractor agrees that this will constitute Contractor’s failure to complete the work for Customer. If Contractor fails to complete the work for Customer, SELF will not issue final payment, nor will SELF or Customer be liable for any other payments, including but not limited to late fees or fees of any kind, and Contractor agrees that it will be fully liable to SELF to reimburse SELF for any advance payments made by SELF.
   12. LATE FEES. If Contractor fails to complete the work for Customer (which means completing the deliverable(s) agreed to between the Customer and Contractor, successfully passing all inspections, closing all permits, providing written proof of the same to SELF, and complying with the Terms) within the timeframes in this Agreement, Contractor agrees that it will be subject to the following late fees, which Contractor agrees SELF will deduct from the final payout to Contractor (note that all days below are calendar days): 

Timeframe	Late Fees ($)	Information
0 – 30 days past due	$0	No late fees apply if the work is complete and ALL final documents are submitted to SELF as indicated above, subject to the exceptions in this Agreement. Communication with SELF is key.
31 – 60 days past due	$50	Late fees are applied and are cumulative. (e.g., if a Contractor has not submitted final paperwork until the 61st day, then the total fee is $125). If the project is delayed by more than 60 days, Contractor faces possible removal from the SELF Program. Delays in multiple projects may also result in Contractor’s removal from the Program.
61+ days past due	$50, plus $75 for each 30 days past due

13. NO LIENS. As a condition of Contractor entering into this Agreement, and for entering into contracts with Customers in the Program, Contractor agrees that neither it nor its subcontractors shall not assert rights to or claim a lien, or encumbrance of any kind, including  but not limited to a mechanic’s lien, on any portion of the land, buildings, equipment, fixtures, or materials that constitute or form a part of the projects with the Customers.
14. ANTITRUST POLICY. The Parties agree to never provide to one another any operational and financial information such as retail pricing, staff costs, rent, operational costs, cost of materials, or any other similar information that impacts consumers’ (homeowners’ or customers’) pricing (“Pricing Information”). The Parties will not share with each other Pricing Information or information about their services that would permit the Parties to conspire or would give the appearance that the Parties are conspiring to establish common pricing or service schedules to avoid competition. One Party may provide to the other Party information about its governance structure, product mix, identification of vendors, customer counts, staffing structure (but not salaries or similar information), employee benefit structure (but not costs), and other information that does not enable Parties to extrapolate the disclosing Party’s Pricing Information. All such information, if disclosed, would be confidential and proprietary information.
15. ENVIRONMENTAL HAZARDS. SELF and SELF’s Affiliates, as defined herein, shall have no responsibility for the discovery, presence, handling, removal, or disposal of or exposure of the Contractor or any other persons to hazardous materials of any kind in connection with the Contractor’s participation in the Program, including without limitation asbestos, asbestos products, PCBs, or other toxic substances.

1. INDEMNIFICATION.
   1. CONTRACTOR’S INDEMNIFICATION OF SELF.
      1. Contractor shall indemnify, defend, and hold harmless SELF and its shareholders, directors, officers, employees, affiliates, subsidiaries, consultants, contractors, affiliated companies, and agents (“SELF’s Affiliates”) from and against any third-party claim, demands, awards, settlement amounts, damages, losses, liabilities, or expenses (including costs and attorneys’ fees)  (collectively, a “Claim”) arising out of or relating to: (i) Contractor’s failure to comply with applicable laws, rules, or regulations; (ii) a violation of Contractor’s representations, obligations, and warranties this Agreement; (iii) Contractor’s negligence, including but not limited to gross negligence and willful misconduct; (iv) all work that Contractor performs for Customers under the Program; (v) any and all Claims, financial or otherwise, from subcontractors; and, (vi) disputes with Customers.
      2. The above-referenced indemnification shall not be limited to the amount of the insurance held by the Contractor. The Parties acknowledge and agree that the Contractor’s ability to participate in the Program is a consideration for this indemnification.
      3. CONTRACTOR’S INDEMNIFICATION OF CUSTOMERS. Contractor shall indemnify and hold harmless Customers, their officers, directors, employees, agents, contractors, and licensees, from and against any and all claims, demands, liabilities, and actions, the payment of all legal expenses, including but not limited to costs and reasonable attorneys’ fees, arising out of or connected with this Agreement (“Claims”) related to: (i) Contractor’s failure to comply with applicable laws, rules, or regulations; (ii) a violation of Contractor’s representations, obligations, and warranties this Agreement; (iii) Contractor’s negligence, including but not limited to gross negligence and willful misconduct; and, (iv) any and all Claims, financial or otherwise, from subcontractors.
   2. INDEMNIFICATION OBLIGATIONS. The Party seeking indemnification under this Agreement (the “Indemnified Party”) shall give prompt written notice to the other Party (the “Indemnifying Party”) of any Claims on the basis of which it intends to seek indemnification; provided, however, failure to so notify will not relieve the Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party is prejudiced thereby. The Indemnifying Party shall have the right and authority to control the defense and settlement negotiations of any claim at the Indemnifying Party’s sole expense; provided, however, that (a) the Indemnified Party may, at its own expense, elect to participate in the defense and settlement of such Claim and any appeal arising therefrom, through its attorneys or otherwise; and, (b) no settlement of a Claim that involves a remedy other than the payment of money by the Indemnifying Party shall be entered into without the written consent of Indemnified Party, which consent shall not be unreasonably withheld.

5. LIMITATION OF SELF’S LIABILITY. NEITHER SELF NOR SELF’S AFFILIATES, AS DEFINED HEREIN, WILL BE LIABLE TO THE CONTRACTOR FOR: (1) LOSS OF OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, LOSS OF REVENUE, OR LOST PROFITS, OR ANY OTHER DIRECT OR INDIRECT LOSSES, COSTS, OR DAMAGES ARISING FROM OR RELATED TO ANY REPRESENTATIONS, EQUIPMENT, INSTALLATIONS, OR SUBCONTRACTORS UNDER THE PROGRAM; (2) ANY INDIRECT, DIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY; (3) ANY ENVIRONMENTAL HAZARDS; (4) PERSONAL INJURY TO OR WRONGFUL DEATH OF CONTRACTOR’S AGENTS, CONTRACTORS, SUBCONTRACTORS, AFFILIATES, EMPLOYEES, GUESTS, OR ANYONE ELSE UNDER CONTRACTOR’S CONTROL; (5) ANY MATTER BEYOND SELF’S OR SELF’S AFFILIATES’ REASONABLE CONTROL, EVEN IF CONTRACTOR HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES; AND/OR, (6) ANY CLAIMS RELATED TO THIS SECTION BROUGHT BY SUBCONTRACTORS AGAINST EITHER CONTRACTOR OR SELF. NOTHING IN THIS SECTION SHALL BE CONSTRUED TO LIMIT CONTRACTOR’S LIABILITY FOR: (7) INDEMNIFICATION; (8) CONTRACTOR’S LIABILITY FOR ITS SUBCONTRACTORS AND THEIR RESPECTIVE CLAIMS; (9) A BREACH OF A CONTRACTOR’S CONFIDENTIALITY OBLIGATIONS; (10) CLAIMS RELATED TO WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF CONTRACTOR AND/OR ITS SUBCONTRACTORS; AND/OR, (11) CONTRACTOR’S DISPUTES WITH CUSTOMERS. MOREOVER, TO THE FULLEST EXTENT AVAILABLE UNDER APPLICABLE LAW, SELF’S ENTIRE AND CUMULATIVE LIABILITY TO CONTRACTOR, OR ANY THIRD-PARTY, FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TERMS, OR THE PROGRAM, INCLUDING ANY TORT, SUCH AS NEGLIGENCE, SHALL NOT EXCEED AN AMOUNT EQUAL TO $1,000.00.

6. DISPUTES WITH CUSTOMERS.
   1. CONTRACTOR MUST RESOLVE DISPUTES WITH CUSTOMERS. If the Contractor or their subcontractors become involved in a dispute with a Customer over business practices, alleged damage to the Customer’s property, customer service, or any other issue, the Contractor shall work to settle the dispute amicably with the Customer. SELF has no responsibility to provide dispute resolution assistance. Regardless of the nature of, or parties involved in, the dispute and any resolution, the Contractor shall hold SELF harmless from any claim or action arising from work in the Program, as outlined herein. However, SELF encourages Contractor to notify SELF of any issues with Customers.
   2. Project incidents and client complaints. If there is a Customer complaint made in good faith, or an incident regarding the project, the Contractor, professionalism, and/or damage to personal property, SELF will follow appropriate internal procedures in order to document and address the same.
   3. SUSPENSION OR REMOVAL FROM THE PROGRAM. SELF, in its sole and absolute discretion, may suspend or remove a Contractor from participation in the Program immediately based upon a verified complaint of unprofessional conduct or behavior, uncured damage to property, injury to persons, or unacceptable or incomplete work.
   4. REPEATED COMPLAINTS. SELF reserves the right to remove Contractor from the Program for excessive complaints and/or incidents, and also reserves the right to deny Contractor’s reapplication to the Program for the same reasons.

7. SELF MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT CONTRACTOR OR CONTRACTOR’S WORK. Notwithstanding SELF’s recognition of Approved Contractors with third-party certifications or accreditations specific to their trade, Contractor understands that SELF is not endorsing Contractor’s business, or warranting, endorsing, or guaranteeing the performance of any equipment that may be sold by the Contractor financed with a SELF loan through the Program or any of the services or labor Contractor furnishes through the Program. Contractor must include a disclaimer to this effect if the SELF logo is used on any of the Contractor’s marketing or other promotional materials.

8. CONFIDENTIALITY. SELF has received and will receive information from the Contractor related to the work to be completed by the Contractor under the Program and will use that information for program management and evaluation and treat the information as confidential unless otherwise required by law. SELF will not release any identifying information to any third-parties without Contractor’s consent unless otherwise required by law or these Terms and will not sell Contractor’s information to third parties. For all other uses, SELF will only release Contractor information in an anonymous and aggregated form.

9. CONTRACTOR’S CONSENT TO RECEIVE ELECTRONIC COMMUNICATIONS. By executing this Agreement, Contractor is giving written consent for Contractor and any affiliates, designees, subsidiaries, employees, owners, contractors, and others affiliated with Contractor (for purposes of this Section, collectively the “Contractor”) to be contacted by SELF and any parent company, subsidiary, corporate partner, affiliate, or designee (for purposes of this Section, collectively “SELF”) at the addresses, telephone numbers, fax numbers, email addresses, or any other contact information that Contractor provides to SELF or any public records both now and in the future. This written consent applies to changes in contact information that Contractor may provide to SELF at any point in the future. By executing this Agreement, Contractor is further agreeing to opt back into any communications from which Contractor had previously unsubscribed. As part of your participation with SELF’s Program, Contractor is further agreeing to waive any limits on the method, mode, and frequency of communications from SELF to the maximum extent permitted by law, even if Contractor is on a “Do Not Call” (“DNC”) or “no sales solicitation calls” list. Moreover, by providing Contractor’s telephone number to SELF in any form, including without limitation, any electronic, digital, or other written form, including via e-mail, website form, text message, telephone keypress, or voice recording, Contractor authorizes SELF to deliver or cause to be delivered to Contractor, telemarketing, telephonic sales calls, and other calls and SMS/text messages using an automated system for the selection or dialing of telephone numbers or other automatic telephonic dialing system or the playing of a recorded message when a connection is completed to a number called, whether or not featuring an artificial or pre-recorded voice. Contractor expressly consents to receive and authorize these calls and messages for any purpose, including but not limited to telemarketing, telemarketing sales calls, and advertising benefits and services that may be of interest, for the purpose of servicing Contractor’s account, payment and billing, collecting any amounts Contractor may owe, fundraising efforts and donations, updates, informational updates, and for SELF’s operations and operational improvements. Contractor understands that Contractor need not enter into a written agreement or otherwise agree as a condition to purchase any property, goods, or services. Contractor further understands that calls and messages could result in interruption or data use or charges according to Contractor’s plan.

3. MISCELLANEOUS PROVISIONS.

1. TERM AND TERMINATION. Notwithstanding any other provision, SELF may terminate the Contractor’s participation in the Program, and the Contractor may withdraw from participation in the Program, at any time, with or without cause, by providing written notice to the other party not less than thirty (30) calendar days in advance of termination. However, even if participation is terminated as to future home repair or improvements, this Agreement shall remain binding upon the Contractor with regard to: (1) the repairs, work, or improvements already installed or in process; and, (2) the provisions of this Agreement outlined in the Section of this Agreement titled “Survival.” Notwithstanding anything to the contrary herein, termination of the Contractor’s participation in the Program shall not release the Contractor from any of Contractor’s responsibilities or liabilities related to loans and Customer contracts arising before the termination, unless SELF and the Customer expressly agree in writing to release Contractor from those responsibilities or liabilities.

2. GOVERNING LAW, JURISDICTION, VENUE. For any disputes arising under this Agreement the Parties shall first attempt to resolve such dispute informally. If the Parties are unable to resolve such dispute informally, they may voluntarily submit to non-binding, confidential mediation to be held in St. Lucie County, Florida. Should the Parties avail themselves of a mediation, the Parties shall equally share the cost of a mediator, which shall be chosen by mutual agreement. If the Parties are unable to unanimously agree on a mediator, then SELF shall choose the mediator in its sole and absolute discretion. If the Parties are unable to resolve such dispute informally or through a voluntary mediation, the Parties shall exclusively submit to the jurisdiction and venue of any court of competent jurisdiction in St. Lucie County, Florida, on a single plaintiff basis (the Contractor waives any right to pursue claims on behalf of, or in conjunction with, a class of plaintiffs). The Parties waive any objection based on improper venue or forum non conveniens. This Agreement is to be construed pursuant to the laws of the State of Florida, without regard to conflict of law provisions.

3. SEVERABILITY AND INTERPRETATION. If any particular section of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited, or unenforceable for any reason, such section, as to such jurisdiction only, shall be ineffective, without invalidating the remaining provisions of this Agreement, without affecting the validity or enforceability of this Agreement, and without affecting the validity or enforceability of such provision in any other jurisdiction. Any provision or section found to be invalid shall be more narrowly construed so that it becomes legal and enforceable. The headings used in this document are for ease of reference only and shall not in any way be construed to limit or alter the meaning of any section. Any rule that ambiguities are construed or interpreted against the drafter of a document, or against the party for whose benefit the document is made, shall not apply. As used in this Agreement, the plural shall include the singular and the singular shall include the plural whenever appropriate.

4. SURVIVAL. All provisions of this Agreement which by their nature should survive termination will survive termination of this Agreement, including without limitation provisions relating to: Contractor’s representations, warranties, and obligations; proprietary rights; payment of fees accrued; confidentiality, and non-disclosure obligations; indemnification; and, limitation of liability.

5. INDEPENDENCE; NO JOINT VENTURE. Nothing in this Agreement shall be construed as creating a partnership, joint venture, or principal/agent relationship between the Parties. No Party shall have the right or authority to act for or assume, create, or incur any obligation or liability of any kind, whether express or implied, against, in the name of, or on behalf of another Party. Each Party shall be fully independent in its business operations and shall make all business decisions and practices independently and unilaterally.

6. NO WAIVER. The waiver by SELF of or the failure of SELF to take action with respect to any breach of any term, covenant, or condition herein contained shall not be deemed to be a waiver of such term, covenant, or condition, or subsequent breach of the same, or any other term, covenant or condition contained in this Agreement, unless specifically agreed to in writing by an authorized representative of SELF.

7. ASSIGNMENT. This Agreement shall be binding upon the Parties’ respective successors and permitted assigns. However, neither Party shall assign this Agreement, and/or any of its rights and obligations hereunder, without the prior written consent of the other Party. In the event that Contractor is acquired, is the subject of a merger, or otherwise transfers all of a substantial portion of its assets to another entity, Contractor shall provide SELF with thirty (30) days written notice of the anticipated change, which shall include the names and/or entities that will be acquiring the Contractor. Upon receipt of such written notice from Contractor, SELF shall have the option to terminate this Agreement immediately and without penalty.

8. NOTICES TO CONTRACTOR. With the exception of the notices under Section I.B., all notices required to be given under the terms of this Agreement shall be sent to the Contractor at the email address provided to SELF, or as may be changed from time to time by notifying SELF of its new email address in accordance with this Section. Notices shall be effective upon SELF sending them to Contractor.

9. NOTICES TO SELF. All notices required to be given under the terms of this Agreement shall be in writing, sent to SELF at its post office box (P.O. Box 5506, Fort Pierce, FL 34954), or as may be changed from time to time by notifying Contractor of its new address in accordance with this Section. Notice shall be given by: (1) personal delivery; (2) certified mail, return receipt requested; or, (3) reputable overnight or two-day courier with proof of delivery. Notices shall be effective upon receipt. A copy of all notices must also be sent via email; if to SELF, email notifications are sent to the Executive Director, duannea@solarenergyloanfund.org.

10. LEGAL FEES. In the event of any proceeding or lawsuit brought by Contractor or SELF in connection with this Agreement, the prevailing Party shall be entitled to recover its costs and reasonable attorneys’ fees associated with such proceeding or lawsuit, including but not limited to appeals. However, If SELF is called upon by Contractor or subpoenaed by any other third party on Contractor’s behalf in connection with this Agreement, to either testify or produce records in an action at law, equity, arbitration, or in a pretrial hearing or conference regarding this Agreement, then Contractor shall pay SELF for all time spent while testifying and preparing for the same, in addition to actual costs in preparing such records and travel costs, if Contractor cannot secure SELF’s testimony via Zoom or another remote platform.

11. FORCE MAJEURE. Neither Party will be deemed in default of this Agreement as a result of a delay in performance or failure to perform its obligations caused by: acts of God (severe acts of nature including floods, fires, earthquakes, tornadoes, hurricanes, or explosions); war; acts of terrorism; epidemics; pandemics; acts of governmental authorities such as expropriation; and/or, strikes and labor disputes (the “Force Majeure Event(s)”). The Force Majeure Event(s) must be unforeseeable, must have occurred outside the Party’s control, could not have been prevented or overcome without undue burden or expense, and there cannot be any fault or negligence on the part of the Party invoking Force Majeure. If either Party seeks to invoke Force Majeure, it shall give the other Party written notice as soon as possible before doing so.

12. AMENDMENT. With the exception of the Terms as set forth in Section I.B. of this Agreement, no amendment, alteration, or modification of this Agreement shall be effective or binding unless it is set forth in a writing signed by duly authorized representatives of both Parties.

13. Representation of Counsel; Mutual Negotiation. Each Party acknowledges that it has read this Agreement and agrees to be bound by it. Each Party has had the opportunity to be represented by counsel of its choice in negotiating this Agreement. This Agreement shall therefore be deemed to have been negotiated and prepared at the joint request, direction, and construction of the Parties, at arm’s length with the advice and participation of counsel and will be interpreted in accordance with its terms without favor to any Party.

14. ENTIRE AGREEMENT. This Agreement and any Exhibits and schedules attached hereto constitutes the entire agreement between the Parties in connection with the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties, and there are no warranties, representations and/or agreements among the Parties in conjunction with the subject matter hereof except as set forth in this Agreement.

15. CAPTIONS. The captions in this Agreement are included for convenience of reference only and will not be construed to define or limit any of the provisions contained herein.

16. AUTHORITY. Each Party represents that the individual signing this Agreement on its behalf has the authority to do so and to so legally bind the Party.

17. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be an original and all of which together shall constitute one and the same instrument. Electronically submitted signatures are deemed to be equivalent to original signatures for the purposes of this Agreement.

4. CONTRACTOR’S ACKNOWLEDGEMENT OF AND AGREEMENT WITH THE TERMS AND CONDITIONS OF PARTICIPATION IN CONTRACTOR/VENDOR PROGRAM (“AGREEMENT”):

By affixing my signature, electronic or otherwise, to this Agreement, I, the undersigned authorized representative of the Contractor, represent and warrant that: (1) I am a duly authorized representative to submit this Agreement on behalf of the Contractor and to bind the Contractor to the same; (2) under penalties of perjury, all of the information provided in the Application and any other related documents delivered to SELF, and any additional information that will be provided to SELF in the future, is true, accurate, and complete; (3) I understand, accept, and agree to abide by the Agreement and Terms, as defined herein, including any updates thereto. I further understand and accept that the approval or rejection of the Application is at the sole and absolute discretion of SELF, and that SELF reserves sole discretion to continue, or discontinue, Contractor’s participation in the Program.