2023A-08929-CHC-ROC Notice of Hearing and Packet MAILED
2023A-08929-CHC-ROC · Registrar of Contractors · 2023-10-24
REGISTRAR OF CONTRACTORS OF THE STATE OF ARIZONA Doug Stone , Case No. 2023-08929 COMPLAINANT, Docket No. 2023A-08929-CHC-ROC v. NOTICE OF HEARING ON CONTESTED CASE Freedom Forever Arizona LLC DBA: Freedom Forever Arizona License No. ROC 319879,
RESPONDENT.
This Notice of Hearing is issued under A.R.S. § 41-1092.05(D).
HEARING INFORMATION The hearing is set for:
December 14, 2023 9:00 AM Google Meet. A link will be provided directly from The Office of Administrative Hearings. Go to www.azoah.com to request to appear in-person.
If you have requested to appear in-person at the hearing, the hearing will
be held at 1740 W Adams Street, Phoenix, AZ 85007.
You must attend this hearing. This is an adversarial hearing before an administrative law judge, and is conducted in a similar manner as judicial proceedings. Thus, you must be prepared to present evidence, including witness testimony and documents, in support of your case.
STATEMENT OF LEGAL AUTHORITY AND JURISDICTION The State of Arizona has determined that the licensing and regulation of construction contractors is a proper state function, and has vested authority in the Registrar of Contractors
to administer Title 32, Chapter 10 of the Arizona Revised Statutes. A.R.S. §§ 32-1101 et seq.
All hearings for alleged violations of Title 32, Chapter 10 are conducted under Title 41,
Chapter 6, Article 10. A.R.S. § 32-1156.
The statutes and rules governing the hearing can be found at: Arizona Revised Statutes §§ 41-1092 to -1092.12, and Arizona Administrative Code R2-19-101 to -122. PARTICULAR ARIZONA STATUTES AND RULES INVOLVED The statutes and rules the Respondent is alleged to have violated are cited in the complaint and citation, which were served on the Respondent on October 2, 2023.
SHORT AND PLAIN STATEMENT OF THE MATTERS ASSERTED The complaint and citation allege that the Respondent committed the following act(s):
Charge: 1 A.R.S. § 32-1154(A)(1)
Charge: 2 A.R.S. § 32-1154(A)(3) - R4-9-108(a)
Charge: 3 A.R.S. § 32-1154(A)(22)
THE PARTIES TO THE ADMINISTRATIVE HEARING Because Respondent is a licensee and is charged with an act(s) or omission(s) that is
cause for the suspension or revocation of a license, Respondent is a party to this case and will
be a party to the hearing.
Because Complainant alleged Respondent committed an act(s) or omission(s) that is cause for the suspension or revocation of a license, Complainant is a party to this case and will be a party to the hearing. Respondent and Complainant, as the parties to the hearing, will present evidence and argument to the administrative law judge. The Registrar’s assigned investigator will appear as a witness at the hearing.
RIGHT TO BE REPRESENTED The parties to the administrative hearing may choose to be represented by an attorney. A.R.S. § 41-1092.07(B). If one of the parties is a company, the company may be represented
by an officer or employee if that person satisfies the conditions set forth in A.R.S. § 32-
1156(B).
CHANGE OF ADDRESS Each party must inform the Registrar and the Office of Administrative Hearings of
any change of address within five (5) days of the change. A.R.S. § 41-1092.04.
HEARING PROCEDURES AND RULES The administrative hearing will be conducted in accordance with A.R.S. §§ 41-1092
to -1092.12, and A.A.C. R2-19-101 to -122. The parties should review the statutes, rules, and processes governing the administrative hearing. Copies of the statutes, rules, and articles
regarding the administrative hearing process can be found at https://www.azoah.com/.
REGISTRAR’S APPEARANCE BY VIDEO CONFERENCE OR TELEPHONE
The Registrar’s investigators, employees, and attorneys will appear at the hearing via
video conference or telephone unless requested by a party to appear in-person. Requests for
the Registrar’s investigators, employees, or attorneys to appear in-person must be filed with the Registrar and the Office of Administrative Hearings no later than seven (7) calendar days prior to the hearing date.
HEARING PACKET In the interests of administrative efficiency, the Registrar compiles and discloses certain documents to the parties and the Office of Administrative Hearings. These documents are attached to this Notice of Hearing as the “Hearing Packet.” If any party wishes to submit additional evidence, they must do so during the hearing after completing a disclosure statement. See “Disclosure Statement” section below.
SUBPOENAS FOR TESTIMONY FROM A WITNESS OR DOCUMENTS The parties to the hearing must be prepared to present evidence in support of their case. If a party wants to obtain testimony from a witness or documents not in the party’s possession, the party must prepare and file a written subpoena for the Administrative Law Judge to review and sign, if approved. A.R.S. § 41-1092.07(C). Forms for requesting a subpoena can be found on the Office of Administrative Hearings’ website at www.azoah.com. The party seeking a subpoena must serve notice on all the parties to the hearing, and on the Registrar. A.R.S. § 41-1092.04.
DISCLOSURE STATEMENT At least seven calendar days before the hearing, each party must prepare and serve a
disclosure statement on all other parties, and file it with the Office of Administrative Hearings.
A.A.C. R4-9-118; A.A.C. R2-19-108. The disclosure statement must include any exhibit the
party will use at the hearing. A party’s failure to timely disclose any witness or exhibit, without good cause, may result in the administrative law judge excluding those witnesses or exhibits from being used at the hearing. A.A.C. R4-9-118(C). A sample disclosure form is available on the Registrar’s website at https://roc.az.gov/content/prehearing-disclosure- statement.
CHANGING THE HEARING DATE
The date of the hearing may only be advanced or delayed on the agreement of the parties or on a showing of good cause. A.R.S. § 41-1092.05(C). The date of the hearing may be changed by filing a written agreement of the parties to change the date of the hearing. The written agreement must be filed with the Office of Administrative Hearings, directed to the assigned Administrative Law Judge, and transmitted to the Registrar and all other parties. The assigned Administrative Law Judge may be found on the Office of Administrative Hearings’ web portal at www.azoah.com If a party would like to move the date of the hearing without agreement of all parties, the party must file a written motion with the Office of Administrative Hearings, directed to the
assigned Administrative Law Judge, and transmit a copy to the Registrar and all other parties.
The motion must state in detail good cause for why the date of the hearing should be advanced
or delayed, and the position of all other parties regarding the advancement or delay.
A party may also file a motion asserting a right to an expedited hearing upon a showing of extraordinary circumstances or the possibility of irreparable harm. A.R.S. § 41-1092.05(E).
RESOLUTION SHORT OF ADJUDICATION
In any case which is resolved or settled by the parties, or which is withdrawn by the
Complainant without objection from Respondent after the Notice of Hearing is issued, the parties must notify the Office of Administrative Hearings of the resolution or settlement. Any such cases will be listed on the Registrar’s website and its records under the category: “Closed Complaints – Resolved/Settled/Withdrawn.” Dated October 25, 2023.
By: /s/ Erika Hoskin Erika Hoskin Legal Secretary Legal Department Arizona Registrar of Contractors Copy mailed via USPS First Class mail October 25, 2023 to:
Respondent(s) Freedom Forever Arizona LLC DBA: Freedom Forever Arizona 43445 Business Park Dr Ste 110 Temecula, CA 92590 Complainant(s) Doug Stone 23013 W Peakview Rd Wittmann, AZ 85361
Copy sent electronically this same date to: Respondent at email address on record with the Registrar Complainant at email address on record with the Registrar
Case No. 2023-08929 /
Katie Hobbs, Governor Martin Quezada, Director
Hearing Packet FAQ What is the Hearing Packet?
The Hearing Packet is a packet of certain documents collected or issued by the Registrar over the course of its investigation.
Who gets the Hearing Packet?
The Hearing Packet is assembled and distributed to all parties and to the Office of Administrative Hearings (“OAH”) prior to an administrative hearing.
What types of cases does the Registrar prepare a Hearing Packet for?
The Registrar prepares a Hearing Packet for Complainant-Handled Cases and No-Pay Cases. Note: If the Docket Number on the Notice of Hearing contains a “CHC” or “NPC”, your case is a Complainant-Handled Case or a No-Pay Case.
What is in the Hearing Packet?
The Hearing Packet contains essential case-specific documents and at a minimum will include the following documents:
● Original complaint;
1700 W. Washington Street, Suite 105 · Phoenix AZ 85007-2812 602.542.1525 · Within AZ 877.692.9762 · Fax 602.542.1599 · roc.az.gov Hearing Packet FAQ
Katie Hobbs, Governor Martin Quezada, Director
● Citation; and ● Answer.
The Hearing Packet will also contain the following documents (if applicable):
● Jobsite inspection notices, notes, and photos; ● Written directives; and ● Compliance inspection notices, notes, and photos.
What if there are documents missing from the Hearing Packet?
If there is any evidence you submitted to the Registrar that are not included in the Hearing Packet it is your responsibility to introduce that evidence at the administrative hearing. Note: The administrative law judge assigned to your case does not have access to the entire Registrar record.
If there is additional evidence you submitted to the Registrar during the investigation that you also want to introduce as evidence during your hearing, it is your responsibility to:
● Properly disclose that evidence to the other party; and ● Introduce the evidence during your hearing.
1700 W. Washington Street, Suite 105 · Phoenix AZ 85007-2812 602.542.1525 · Within AZ 877.692.9762 · Fax 602.542.1599 · roc.az.gov Hearing Packet FAQ
Katie Hobbs, Governor Martin Quezada, Director
How do I disclose evidence I intend to use at a Hearing?
You must properly disclose any and all documents and witnesses you intend to use at your hearing according to the Registrar’s Prehearing Disclosure Rules. See Arizona Administrative Code Section R4-9-118.
A sample prehearing disclosure form and instructions are provided to the parties by the Registrar.
How do I obtain documents I previously submitted to the Registrar?
If you previously submitted documents to the Registrar and need a copy of these documents, please contact the Registrar’s Legal Department or submit a public records request at https://roc.force.com/AZRoc/s/roc-public-request.
1700 W. Washington Street, Suite 105 · Phoenix AZ 85007-2812 602.542.1525 · Within AZ 877.692.9762 · Fax 602.542.1599 · roc.az.gov Hearing Packet FAQ
Complainant: Doug Stone 23013 W Peakview Rd Wittmann, AZ 85361
1700 W. Washington Street, Suite 105 · Phoenix AZ 85007-2812
602.542.1525 · Toll Free 877.692.9762 · roc.az.gov C008 05/21 Respondent: Freedom Forever Arizona LLC DBA: Freedom Forever Arizona 43445 Business Park Dr Ste 110 Temecula, CA 92590
1700 W. Washington Street, Suite 105 · Phoenix AZ 85007-2812
602.542.1525 · Toll Free 877.692.9762 · roc.az.gov C008 05/21 August 10, 2023
Jobsite Inspection Notice Re: Complaint Number 2023-08929
Dear Complainant and Respondent:
A formal complaint has been filed with the Arizona Registrar of Contractors.
A jobsite inspection is scheduled for August 29, 2023 at 10:00 AM. The Complainant is required to be present. The Respondent’s attendance is requested and encouraged. The Registrar encourages both parties to make a good faith effort to resolve this complaint prior to the jobsite inspection.
COMPLAINANT: 1. Under A.R.S. § 32-1155(D)(1), the Respondent must be allowed, upon request, the opportunity to inspect the work complained of within fifteen (15) days of receiving this notice. If Respondent is not provided an opportunity to inspect the work within the fifteen (15) day time period, the Registrar may be prohibited from taking further action on this complaint. 2. The Registrar may also be precluded from taking further action on this complaint, if the work that is the subject of the complaint is subject to neglect, modification, or abnormal use. A.R.S. § 32-1155(D)(2) 3. You must provide safe access to any area to be inspected. If access to a roof or other elevated area is required, you must provide a means to safely access the area (ladder or manlift as appropriate). Additionally, please secure any animals.
RESPONDENT: 1. Enclosed is a copy of the complaint. Under A.R.S. § 32-1155(D) you must be allowed, upon request, the opportunity to inspect the work complained of within fifteen days of the date of receipt of this notice. 2. To assist the assigned investigator in evaluating the merits of the complaint, please submit a response to the enclosed complaint to the assigned investigator prior to the scheduled inspection. 3. If you do not attend the jobsite inspection, your absence may negatively impact the investigation, and your interests. 4. If a building permit(s) was required for this project, please have the building permit information available at the jobsite inspection.
1700 W. Washington Street, Suite 105 · Phoenix AZ 85007-2812
602.542.1525 · Toll Free 877.692.9762 · roc.az.gov C008 05/21 If either party needs to reschedule the jobsite inspection, please notify the assigned investigator at least three business days prior to the inspection date to schedule a new date and time.
If the parties resolve the complaint prior to the inspection, please notify the assigned investigator in writing and by phone as soon as possible.
Sincerely, Mike Wiskow Mike Wiskow, Investigator 602 7716750 [email redacted] 1700 W Washington StSte 105 Phoenix, AZ 85007
1700 W. Washington Street, Suite 105 · Phoenix AZ 85007-2812
602.542.1525 · Toll Free 877.692.9762 · roc.az.gov C008 05/21 A Guide to Jobsite Inspections
Purpose of the Jobsite Inspection When the Registrar receives a complaint against a contractor’s license alleging poor workmanship, the Registrar generally schedules a Jobsite Inspection. The Jobsite Inspection serves two purposes: 1. To give the contractor an opportunity to inspect the complaint items; and 2. To give the Registrar an opportunity to determine if the contractor’s work violates Arizona law.
Jobsite Inspection Rights and Responsibilities Access to inspect: The property owner has complete control over who they allow on the property. However, if the Registrar’s investigator or the contractor cannot inspect the work, the Registrar will not move forward with a citation.
Cooperation: Arizona law enables injured parties to seek relief for damages through several paths. When dealing with a licensed contractor, the Registrar of Contractors’ administrative complaint process may serve as one of those possible paths. However, in order to use that path, the Registrar relies on the cooperation of all parties to a complaint.
Minimum workmanship: The Registrar investigates workmanship complaints for compliance with minimum workmanship and professional industry standards. The Registrar does not issue citations for work that meets these standards.
Scope: The scope of the Jobsite Inspection is limited to items listed in the complaint filed with the Registrar’s office. It is the complainant’s responsibility to point out the complaint item(s) and the Investigators role to review the item(s). If the complainant identifies additional workmanship items not listed in the original complaint, they must file an addendum to the complaint. The Registrar’s Investigator may identify additional administrative violations by the contractor (e.g. work performed out of scope of the license and failure to provide a contract that meets requirements set by Arizona law) at the time of the inspection.
The Role of the Investigator At the Jobsite Inspection, the Registrar’s investigator will: ● Only investigate the items listed on the complaint form filed with the Registrar. ● Will gather evidence to make an informed decision about the complaint items.
What to expect after a Jobsite Inspection After doing a Jobsite Inspection, the Registrar’s Investigator will leave the jobsite and review the evidence provided during the inspection. Generally, the investigator does not make any determination at the time of the jobsite inspection regarding whether the allegations listed in the complaint are supported. ● If the allegations are confirmed, the Registrar’s Investigator may issue a Written Directive telling the contractor to correct the poor or incomplete work. ● If the allegations are not confirmed, the Registrar’s Investigator will close the complaint.
Questions? If you have already filed a complaint and it was assigned to an investigator, you are encouraged to contact that investigator directly with the information listed in your jobsite inspection letter.
1700 W. Washington Street, Suite 105 · Phoenix AZ 85007-2812
602.542.1525 · Toll Free 877.692.9762 · roc.az.gov C008 05/21 If you have not filed a complaint yet or have not been assigned an investigator, you can reach the Registrar’s compliance department at (877) 692-9762.
1700 W. Washington Street, Suite 105 · Phoenix AZ 85007-2812
602.542.1525 · Toll Free 877.692.9762 · roc.az.gov C008 05/21 A Guide to Written Directives Purpose of the Jobsite Inspection When the Registrar receives a complaint against a contractor’s license, the Registrar generally schedules a Jobsite Inspection. The Jobsite Inspection serves two purposes: 1. To give the contractor an opportunity to inspect the complaint items; and 2. To give the Registrar an opportunity to determine if the contractor’s work violates Arizona law.
What to expect after a Jobsite Inspection After doing a Jobsite Inspection, the Registrar’s Investigator will determine whether the allegations listed in the complaint are supported. ● If the allegations are confirmed, the Registrar’s Investigator may issue a Written Directive telling the contractor to correct the poor or incomplete work. ● If the allegations are not confirmed, the Registrar’s Investigator will close the complaint.
Written Directives Access: In order to use the administrative process offered by the Registrar, a property owner must provide reasonable access to allow the contractor to fix their work as directed by the Registrar in a Written Directive. Complainants may not put any additional, unnecessary restrictions on the Respondent above and beyond the initial contract requirements agreed upon at the beginning of the project. Respondents are required to make repairs on items identified on any Written Directive, not otherwise restricted by local code or HOA limitations. Complainants must make access available to the Respondent to make the required repairs and failure to provide reasonable access may result in the Registrar dismissing the complaint.
Contractor obligations: The Written Directive will set a deadline for compliance. This is the period of time determined by the Investigator as necessary to complete the items listed in the Directive. ● The deadline for compliance assumes the contractor will promptly begin working on the items listed in the Directive. ● Do not wait. Both parties should communicate quickly to schedule the work.
Extensions: If good cause exists to extend this deadline, either party may submit a written request to the Investigator. The Registrar will review requests for extension and determine if the Directive should be extended.
Manner and method of performance: The Registrar does not provide specific instructions for how to correct poor work. A licensed contractor is expected to have the skill and professionalism to complete the work. Moreover, the complainant may not dictate the manner of repair. If the contractor fails to appropriately correct the work according to the contract, the Registrar will issue a citation.
Compliance Inspection: After the Written Directive expires, the Registrar’s Investigator will contact the complainant to determine if the contractor performed any corrective work. ● If the contractor did corrective work, the Investigator may schedule a Compliance Inspection to determine if the poor work is corrected. ● If the contractor did not perform any corrective work, the Registrar’s Investigator will not do a Compliance Inspection and will determine whether to issue a citation based on the administrative record.
1700 W. Washington Street, Suite 105 · Phoenix AZ 85007-2812
602.542.1525 · Toll Free 877.692.9762 · roc.az.gov C008 05/21 Work performed after the directive ends: After the Directive period ends, a property owner may choose to allow the contractor to continue its work. The Registrar encourages parties to work cooperatively, but cannot require a homeowner to continue to allow a contractor access to the property after the Directive period ends in order for the administrative process to continue. Denying access after the Directive ends is not grounds to close or dismiss a complaint.
Questions? If you have already filed a complaint and it was assigned to an investigator, you are encouraged to contact that investigator directly with the information listed in your jobsite inspection letter. If you have not filed a complaint yet or have not been assigned an investigator, you can reach the Registrar’s compliance department at (877) 692-9762.
1700 W. Washington Street, Suite 105 · Phoenix AZ 85007-2812
602.542.1525 · Toll Free 877.692.9762 · roc.az.gov C008 05/21 1700 W. Washington Street, Suite 105 · Phoenix AZ 85007-2812
602.542.1525 · Toll Free 877.692.9762 · roc.az.gov C008 05/21 Complainant: Doug Stone 23013 W Peakview Rd Wittmann, AZ 85361
1700 W. Washington Street, Suite 105 · Phoenix AZ 85007-2812
602.542.1525 · Toll Free 877.692.9762 · roc.az.gov C009 04/21 Respondent: Freedom Forever Arizona LLC DBA: Freedom Forever Arizona 43445 Business Park Dr Ste 110 Temecula, CA 92590
1700 W. Washington Street, Suite 105 · Phoenix AZ 85007-2812
602.542.1525 · Toll Free 877.692.9762 · roc.az.gov C009 04/21 August 29, 2023
License No. ROC 319879
Re:Complaint No. 2023-08929
WRITTEN DIRECTIVE FROM THE REGISTRAR
Dear Respondent:
After investigation, the Registrar determined that you failed to meet the requirements of A.R.S. § 32-1154(A), and now issues this Directive requiring you to take appropriate corrective action. Failure to comply with this Directive constitutes a violation of A.R.S. § 32-1154(A)(22) and may result in the issuance of a citation, discipline of your license, and a civil penalty pursuant to A.R.S. § 32-1154(E) of up to $500.00. You must notify the Registrar’s assigned Investigator of your compliance with this Directive prior to 5:00 p.m. on September 13, 2023.
RESTRICTIONS You may not perform or hire other contractors to perform work that is outside the scope of your license. If your license is currently suspended for administrative reasons1, or is inactive, expired, or cancelled, you may not perform any corrective work nor contract in any manner, which includes hiring other contractors to perform work, until the suspension of your license(s) has been lifted or your license(s) has been reactivated.
DIRECTIVE REQUIREMENTS You are directed to remedy the following violations by the appropriate means:
Compliance Item: - 1. No wire from solar panels to electrical grid 2. No Main panel installed to operate solar system 3. No plan that show any changes to their plans from verbal change orders 4. Equipment not installed to put system on line 5. Permit is expired and now open 6. Roof and LV electrical damage due to their actions 7. Did not complete, as stated in contract
This means the license is suspended for lack of qualifying party, lack of bond, nonrenewal, Recovery Fund payout, or for any reason listed in A.R.S. § 32-1124(F). 1700 W. Washington Street, Suite 105 · Phoenix AZ 85007-2812
602.542.1525 · Toll Free 877.692.9762 · roc.az.gov C009 04/21 Investigator’s Observation: Confirmed. Project is not Completed. Solar system should be operational. Contractor should finish solar project and repair any roof damage per contract by appropriate means including obtaining any new permits and obtaining approval from any and all building authorities in the jurisdiction of this property. Governing Rule: Abandonment of a contract or refusal to perform after submitting a bid on work without legal excuse for the abandonment or refusal.
Please direct all questions regarding this Directive to the undersigned Investigator.
Sincerely,
Mike Wiskow Mike Wiskow, Investigator 602 7716750 [email redacted] 1700 W Washington StSte 105 Phoenix, AZ 85007
CC: Complainant
1700 W. Washington Street, Suite 105 · Phoenix AZ 85007-2812
602.542.1525 · Toll Free 877.692.9762 · roc.az.gov C009 04/21 Jobsite Inspection Notes
Case No.: 2023-08929 Investigator: Mike Wiskow Inspection Date: August 29, 2023 Inspection Time: 10:00 AM
Complainant: Doug Stone Respondent: Freedom Forever Not Present: Arizona LLC Not Present:
Jobsite General Notes: Photos taken with Pixel 6 Pro. Audio recorded with Pixel Pro 6 digital voice recorder.
Complaint Item: 1 - 1. No wire from solar panels to electrical grid 2. No Main panel installed to operate solar system 3. No plan that show any changes to their plans from verbal change orders 4. Equipment not installed to put system on line 5. Permit is expired and now open 6. Roof and LV electrical damage due to their actions 7. Did not complete, as stated in contract
Investigator’s Observation: Confirmed. Project is not Completed. Solar system should be operational. Contractor should finish solar project and perform any roof repairs by appropriate means including obtaining any new permits and obtaining approval from any and all building authorities in the jurisdiction of this property. Governing Rule: Abandonment of a contract or refusal to perform
1700 W. Washington Street, Suite 105 · Phoenix AZ 85007-2812
602.542.1525 · Toll Free 877.692.9762 · roc.az.gov RCC100 08/19
after submitting a bid on work without legal excuse for the abandonment or refusal.
1700 W. Washington Street, Suite 105 · Phoenix AZ 85007-2812
602.542.1525 · Toll Free 877.692.9762 · roc.az.gov RCC100 08/19
REGISTRAR OF CONTRACTORS OF THE STATE OF ARIZONA
Doug Stone, Case No. 2023-08929 COMPLAINANT, v. Freedom Forever Arizona LLC CITATION DBA: Freedom Forever Arizona License No. ROC 319879,
RESPONDENT.
The Registrar issues this Citation to Freedom Forever Arizona LLC DBA: Freedom Forever Arizona (“Respondent”) under A.R.S. § 32-1155(A). If Respondent fails to answer this Citation by October 17, 2023, then under A.R.S. § 32-1155(C), Respondent’s failure to answer may be deemed an admission of the act or acts charged in the underlying complaint, and the Registrar may then suspend or revoke Respondent’s license(s). THE WRITTEN COMPLAINT On August 4, 2023, Doug Stone (“Complainant”) filed a written complaint with the Registrar. A copy of that Complaint is attached to this Citation. A FORMAL STATEMENT OF THE CHARGES AGAINST RESPONDENT The Registrar investigated this matter and finds cause to charge Respondent with violation(s) of Title 32, Chapter 10 of the Arizona Revised Statutes. Respondent is charged with violating: Charge :1 A.R.S. § 32-1154(A)(1) Abandonment of a contract or refusal to perform after submitting a bid on work without legal excuse for the abandonment or refusal. of 5
1700 W. Washington Street, Suite 105 · Phoenix AZ 85007-2812
602.542.1525 · Toll Free 877.692.9762 · roc.az.gov Lg101 8/21 Charge :2 A.R.S. § 32-1154(A)(3) - R4-9-108(a) Violation of any rule adopted by the Registrar; Namely A.A.C. R4-9-108(a): A contractor shall perform all work in a professional and workmanlike manner. Charge :3 A.R.S. § 32-1154(A)(22) Failure to take appropriate corrective action to comply with this chapter or with rules adopted pursuant to this chapter without valid justification within a reasonable period of time after receiving a written directive from the Registrar. The written directive shall set forth the time within which the contractor is to complete the remedial action. The time permitted for compliance shall not be less than fifteen days from the date of issuance of the directive. A license shall not be revoked or suspended nor shall any other penalty be imposed for a violation of this paragraph until after a hearing has been held.
If the matter proceeds to a hearing and the administrative law judge determines that any of the charges listed above are supported by a preponderance of the evidence, then Respondent’s license(s) may be subject to suspension or revocation, and Respondent may be subject to other penalties provided by law, including civil penalties under A.R.S. §§ 32-1154(E) and (F). FILING A WRITTEN ANSWER Respondent must appear by filing with the Registrar a written answer to the citation and complaint showing cause, if any, why Respondent’s license(s) should not be suspended or revoked. A.R.S. § 32-1155(A). Respondent’s written answer should contain the heading “Written Answer to Citation and Complaint” and should include the case number, which is Case No. 2023-08929. How to File a Written Answer: Respondent’s written answer may be submitted in the of 5
1700 W. Washington Street, Suite 105 · Phoenix AZ 85007-2812
602.542.1525 · Toll Free 877.692.9762 · roc.az.gov Lg101 8/21 following ways: In-Person: 1700 W. Washington St., Ste. 105, Phoenix, Arizona, 85007-2812 Mail: P.O. Box 18244, Phoenix, Arizona, 85005-8244 Email: [email redacted] The Registrar’s normal office hours are 8:00 a.m. to 5:00 p.m., Monday through Friday. If Respondent submits a written answer by mail, it is not filed with the Registrar until the Registrar actually receives it. Deadline for Filing a Written Answer: Respondent must file a written answer with the Registrar no later than October 17, 2023. This deadline is calculated under A.R.S. §§ 32-1155(A) and (B), which provides a deadline ten days after service of the Citation. Service of the Citation and Complaint is complete five days after the Registrar mails a copy of the Citation and Complaint to Respondent’s latest address of record in the Registrar’s office. Consequences for Failing to File a Written Answer: If Respondent fails to answer, Respondent’s failure may be deemed an admission of the act or acts charged in the written complaint. A.R.S. § 32-1155(C). The Registrar may then suspend or revoke Respondent’s license(s). THE ADMINISTRATIVE HEARING If Respondent files a timely written answer contesting any charges in the Complaint, then the Registrar will request the Office of Administrative Hearings set a date for an administrative hearing and will notify all the parties at least 30 days before that hearing. A.R.S. § 41-1092.05(D). INVESTIGATOR’S APPEARANCE AS A WITNESS The Registrar’s assigned investigator will appear as a witness at the hearing. If either party demands the attendance at the hearing of any other person, that party must obtain and serve a subpoena in compliance with the rules and processes established by the Office of of 5
1700 W. Washington Street, Suite 105 · Phoenix AZ 85007-2812
602.542.1525 · Toll Free 877.692.9762 · roc.az.gov Lg101 8/21 Administrative Hearings. RESPONDENT’S RIGHT TO REQUEST AN INFORMAL SETTLEMENT CONFERENCE Under A.R.S. § 41-1092.06, if Respondent submits a request to the Registrar for an informal settlement conference, the Registrar must hold a conference within 15 days after receiving the request. Respondent’s request for an informal settlement conference must be in writing and must be filed no later than 20 days before the administrative hearing. A.R.S. § 41- 1092.06(A). The Registrar will not close or settle any case without both parties’ appearance at the Settlement Conference. The parties participating in the settlement conference must have the authority to settle the case and must waive their right to object to the participation of the Registrar’s settlement conference representative in the final administrative decision. A.R.S. § 41-1092.06(B). Any statements, either written or oral, made by the parties at the conference, including a written document, created or expressed solely for the purpose of settlement negotiations, are inadmissible in the administrative hearing. A.R.S. § 41-1092.06(B). RESPONDENT’S PRIOR RECORD Under A.A.C. R4-9-117, in determining the appropriate discipline, the administrative law judge and the Registrar may consider not only facts in the current case, but also facts in prior cases and any documents regarding Respondent on file with the Registrar. Respondent’s prior disciplinary record and current license(s) status may be considered as a mitigating or aggravating factor in determining the appropriate discipline. EVIDENTIARY DISCLAIMER By issuing this Citation, the Registrar is directing Respondent to file a written answer to the Citation and Complaint, showing cause, if any, why Respondent’s license(s) should not be suspended or revoked. A.R.S. § 32-1155(A). This Citation does not constitute proof that any of 5
1700 W. Washington Street, Suite 105 · Phoenix AZ 85007-2812
602.542.1525 · Toll Free 877.692.9762 · roc.az.gov Lg101 8/21 charge or allegation in Complainant’s written complaint is in fact true. This Citation does not constitute proof that Respondent violated any statutory provision or rule adopted by the Registrar. Dated October 2, 2023. By: /s/ Tedi Quezada Tedi Quezada Legal Assistant Legal Department Arizona Registrar of Contractors COPY of the foregoing mailed by Certified Mail, Return Receipt Requested, October 2, 2023 to:
Respondent Certified Mail No: [number redacted]
Freedom Forever Arizona LLC DBA: Freedom Forever Arizona 43445 Business Park Dr. Ste. 110 Temecula, CA 92590-3671
Copy mailed by USPS First Class mail this same date to: Respondent Freedom Forever Arizona LLC DBA: Freedom Forever Arizona 43445 Business Park Dr. Ste. 110 Temecula, CA 92590-3671
Complainant Doug Stone 23013 W Peakview Rd Wittmann, AZ 85361 Copy sent electronically this same date to: Respondent at email address on record with the Registrar Complainant at email address on record with the Registrar of 5
1700 W. Washington Street, Suite 105 · Phoenix AZ 85007-2812
602.542.1525 · Toll Free 877.692.9762 · roc.az.gov Lg101 8/21 Licensed Complaint Form Departmental Use Only For Current or Suspended Licensees
Person Filing Complaint Full Name (First Middle Last) Business Name (if a licensed contractor or supplier) ROC License Number(s) (if any)
Doug James Stone Mailing Address (Enter jobsite in Contract/Project section) City State Zip
23013 W Peakview Rd Wittmann Arizona 85361 Phone Number Email
[number redacted] [email redacted] I consent to receive communications electronically in connection with this case Name of Attorney (if any)
Street Address of Attorney City State Zip
Phone Number of Attorney Email of Attorney
Contractor Information Name (as shown on contract/invoice) ROC License Number(s)
Freedom Forever Arizona LLC ROC 319879 Street Address City State Zip
43445 Business Park Dr Ste 110 Temecula CA 92590 Phone Number Email
[number redacted] [email redacted] Name of Person(s) Representing License
Greg Albright Contract/Project Information Contract Date Contract Amount Amount Paid
May 4, 2021 $42,935.20 $0.00 Date Work Started Date Work Stopped Date Work Was Completed
June 7, 2021 January 13, 2022 Close of Escrow (New Home) Move-In Date (New-Home)
Jobsite Street Address City State Zip
23013 W Peakview Rd Wittmann AZ 85361 Name of Construction Site Owner Construction Site Name (if applicable)
Phone Number of Construction Site Owner Email of Construction Site Owner
This complaint is for Abandonment I have contacted the contractor by Phone/Text;Email Have you filed a complaint in court? No Has any work been corrected? No
RCC099 12/05/18 Page 1 of 2 Licensed Complaint Form Departmental Use Only For Current or Suspended Licensees
The contract was Both All change orders were Oral This project was Residential This project involved Other Solar System Install A building permit was obtained by Contractor B202107909 Maricopa List and briefly describe each complaint item (Please do not write "see attached" or use additional pages unless necessary to further describe issues or list more complaint items) (limited to 100 characters per line)
1. No wire from solar panels to electrical grid 2. No Main panel installed to operate solar system 3. No plan that show any changes to their plans from verbal change orders 4. Equipment not installed to put system on line 5. Permit is expired and now open 6. Roof and LV electrical damage due to their actions 7. Did not complete, as stated in contract 8. fraudulent acts that led to their financial gain of payment
Signature I declare under penalty of perjury that the information and documents contained on this Complaint Form, included with this complaint, or hereafter submitted in support of this complaint are true and accurate to the best of my knowledge. I will assist in the investigation or in the prosecution of the contractor or other parties, and will, if necessary, attend hearings and testify to facts. Printed Name Signature Date
Doug James Stone \complainant1\ \complainantd1\
RCC099 12/05/18 Page 2 of 2 DocuSign Envelope ID: 986D52D8-E094-4200-9A61-4E2DC53738C3
(AZ) Supply and Installation Agreement Home Improvement Agreement (V7-012021) 2546 W. Birchwood Ave. Freedom Forever Arizona, LLC Mesa, AZ 85202 ROC #319879
System Specifics
System Size System Warranty 14.7 _____ kW 25 Years
The Freedom Forever Promise* System Cost We provide a money-back energy production guarantee. Total Contract Price: $ 42,935.20 We warrant all of our roofing work. We warrant and repair the system (as defined below). We fix or pay for any damage we may cause to your property. Down Payment: $
We provide 24/7 web-enabled monitoring at no additional cost. *Please refer to specific terms in your Supply and Installation Agreement Amount Due: $ 42,935.20
First Year Production (Estimate): 25731 kWh
Notices of Cancellation may be sent to this address: Date Signed by Customer/Date of this Transaction: Freedom Forever Arizona, LLC 43445 Business Park Drive Suite 110, Temecula, CA 92590 5/4/2021 | 11:41 PM PDT
Freedom Forever is a licensed contractor in each state it Operates in. For more information about our contractor licenses, Please visit www.freedomforever.com/licenses
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Homeowner ("Customer")
Homeowner Name:Diane Ashoff Co-Homeowner Name (if applicable): Doug Stone Phone: (602) 580-8310 Phone: (602) 775-3730
Installation Address ("Property")
23013 Peak View Road, Wittmann, AZ 85361
Total Installed System Price ("Contract Price") (including all Down Payment finance charges)
$ 42,935.20 $
(Due on Effective Date) Customer Initials: __________ 5/4/2021 | 11:41 PM PDT Customer #2’s Initials: __________
Payment Schedule
Customer will make payments according to one of the following schedules (as applicable):
Third-Party Financed Projects: Customer Self-Financed Projects:
Payment due upon Completed Installation (as defined below): Payment due upon signing this Agreement: 1,000.00 ______ 42,935.20 ______ (100% of System cost) Payment due upon Completed Installation: 34,348.16 ______ (80% of System cost)
Customer Initials: __________ Payment due upon the Completed Installation passing final Customer #2’s Initials: __________ inspection: 7,587.04 ______ (Remaining balance)
Customer Initials: __________ Customer #2’s Initials: __________
Description of the System to be Installed ("System")
Panels: Longi 350W Additional Components | Allowances | Notes | Variances: Inverters: SolarEdge Monitoring System: SolarEdge Mounting Type: Roof Mount Make and Model: Customer Initials: __________ Customer #2’s Initials: __________
Proposed Start and Completion Schedule: The following schedule will be adhered to unless circumstances beyond Freedom Forever's control arise:
Proposed Start Date: Freedom Forever will begin the Work (as defined below) within 30 business days from the date of receiving all required permits, or the date the property is ready for installation, whichever comes later.
Completed Installation Date: The Work will be substantially completed approximately 30 days from the installation of the System.
[This Space Intentionally Left Blank]
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Signatures DO NOT SIGN THIS CONTRACT IF THERE ARE ANY BLANK SPACES Two identical copies of the contract must be completed and signed. One copy shall go to Customer. The other copy shall be kept by Freedom Forever.
Independent Sales Representative Customer Customer #2 (if applicable) Sales Rep Signature: Customer Signature: Customer Signature:
Name: Kayla chase Name: Diane Ashoff Name: Doug Stone
Phone: Date: 5/4/2021 | 11:41 PM PDT Date: 5/4/2021 | 11:23 PM PDT
Date: 5/4/2021 | 7:33 PM PDT
License No:
I hereby represent that this agreement was presented to the customer and that I obtained his/her signature to this agreement.
The Customer(s) are collectively referred to as the Customer.
The Customer is entitled to a completed copy of this Agreement, signed by both Customer and Freedom Forever, at the time the Customer signs this Agreement.
The Customer has the right to require any subcontractor that Freedom Forever may hire to have a performance and payment bond, but it is not required.
The Customer understands that in order to realize the benefit of the solar investment tax credit, Customer must have federal income tax liability that is at least equal to the value of the tax credit. Customer hereby acknowledges Customer has sought tax advice from a qualified tax professional and understands any tax benefits and burdens arising from this Agreement.
The Customer may pay off the full unpaid balance due under this Agreement at any time, and in so doing the Customer shall be entitled to a full rebate of the unearned finance and insurance charges.
The Customer may cancel this transaction at any time prior to midnight of the third (3rd) business day after the date the Customer signs this Agreement. See the attached Notice of Cancellation form for an explanation of this right.
It shall not be legal for the seller to enter your premises unlawfully or commit any breach of the peace to repossess goods purchased under this Agreement.
Utility rates and utility rate structures are subject to change. These changes cannot be accurately predicted. Projected savings from your distributed energy generation system are therefore subject to change. Tax incentives are subject to change or termination by executive, legislative or regulatory action. Customer’s Initials: ___________ Customer #2’s Initials: ___________
The Customer shall have the right to file a written complaint with the construction registrar for an alleged violation of section 32-1154. (A) of the Arizona Revised Statutes. The Registrar of Contractors may be contacted at (602) 542-1525 or https://roc.az.gov/. A complaint pursuant to this section must be filed within two (2) years from the time the alleged cause of action arose.
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TERMS AND CONDITIONS ARTICLE 1 - PARTIES
This Supply and Installation Agreement (this “Agreement”) is made and entered into as of the date of the last signature on the cover page hereof (the “Effective Date”) by and between Freedom Forever Arizona, LLC, a Delaware limited liability company (“Freedom Forever”) and the Customer (“Customer”). If the Customer is not the homeowner (the “Homeowner”), Customer shall provide Freedom Forever with written proof prior to the execution of this Agreement that the Homeowner consents to the System and the Work. Freedom Forever and the Customer are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
ARTICLE 2 - WORK
2.1. Work. Freedom Forever shall provide the Customer the following services at the address of _________________________ 23013 Peak View Road, (the “Property”) on the terms set forth in this Agreement (the “Work”): Wittmann, AZ 85361 a. Install the System and its components as described on the cover page, which includes design, supply and installation of all photovoltaic panels, inverter(s), AC & DC disconnects, wiring, conduit and overcurrent protection, and racking placement. b. Obtain necessary permits and submit necessary paperwork to your electric utility provider to receive permission to operate. 1. Freedom Forever cannot promise or guarantee the date your electric utility provider will provide permission to operate. Customer may not turn on the system until the electric utility provider has given its permission to operate. Customer is liable for any costs and/or damage relating to premature activation of the system. c. Provide all labor, material, equipment, supervision and delivery to furnish and install the entire System as specified under the terms of this Agreement. d. Conduct related filling and compaction. e. Coordinate building, electrical and utility inspections. f. Start up and test the completed System. g. Additional works described on page one.
2.2. Exclusions. Any alteration or deviation from the above specifications, including but not limited to any additional material and/or any labor costs incurred by such alteration or deviation, are not part of the Work, and shall only be executed pursuant to ARTICLE 6 of this Agreement, with the costs solely borne by the Customer. These alteration and deviation include but are not limited to:
a. Upgrade of existing main service panels, sub-panels or switchboards (if necessary) b. Upgrade, replacement or repair of existing roof, or supporting roof structure. c. Tree removal, fencing, weed abatement, curbing, gravel or landscaping. d. Non-standard groundwork (such as on difficult soil conditions). e. Additional grading, rock/boulder removal, blasting, coring, soil testing, compaction for footings, and trenching. f. Structural engineering calculations or analysis of existing structures. g. Habitat studies, additional inspections or fees of any type. h. Additional permitting requirements by local building authorities or jurisdictions, such as zoning, land use, architecture, planning, habitat, environmental, etc. i. Additional exclusions described on page one of this Agreement, initialed by both Parties.
2.3. Standard of Performance. Freedom Forever shall perform all construction and related services provided hereunder in a good and workmanlike manner, in accordance with all requirements of the documents contained in this Agreement, and all applicable laws, codes, regulations and other requirements, including safety requirements.
ARTICLE 3 - PROPERTY
3.1 Property. Freedom Forever shall install the System on the Property. Within ten (10) days of the Effective Date, the Customer shall make the Property available to Freedom Forever for performance of the Work. The Customer or any inhabitants of the Property are not required to vacate the Property during the Work, however, the Customer agrees and understands that there may be loss of power to the Property during the Work, and Freedom Forever is fully indemnified by Customer for any damage that may occur as a result of that loss of power. If the Customer is a Landlord, the Customer is solely responsible for providing any notice required by any lease to the tenant.
3.2 Ownership, Owner Consent Right to Install and Agent Authority. The Customer represents to Freedom Forever that all Homeowner(s) have consented to this Agreement, and/or the agent has the authority to sign this Agreement, that the Customer has the right to enter into this Agreement and to install the System on the Property. The Customer also represents that, if applicable, the HOA, Condominium Board or similar governing body (the “Board”) has consented to the Work being performed at the Property and that any issues resulting from the HOA or Board are the responsibility of the Customer, including but not limited to payment for all charges incurred by Freedom Forever if any entity required the Work to be altered or to cease.
3.3 Site Inspection. The Customer agrees to allow Freedom Forever and construction professionals (including engineer, architect, licensed contractors, or their representatives) (collectively “Subcontractors”) hired by Freedom Forever to access the Property to inspect any buildings and roofs prior to the installation of the System to ensure that the Property can accommodate the System. Notice shall be required twenty- four (24) hours in advance and access shall be reasonably granted by Customer thereafter.
3.4 Access Rights. The Customer grants to Freedom Forever and the Subcontractors the right to access all of the Property for the purposes of (a) designing, installing, constructing, testing, operating, maintaining, repairing and replacing the System or making any additions to the System or installing complementary technologies on or about the location of the System, and performing Freedom Forever’s obligations under this Agreement; (b) installing, testing and maintaining electric lines and inverters and meters, necessary to interconnect the System to the Customer’s electric system at the Property and/or to the utility’s electric distribution system; (c) taking any other action reasonably necessary in connection with designing, installing, constructing, testing, operating, maintaining, repairing and replacing the System; or (d) 4|Page DocuSign Envelope ID: 986D52D8-E094-4200-9A61-4E2DC53738C3
repair of any damage to roof, wall or any part of the property determined by Freedom Forever to be caused by the installation of the System. This access right shall continue for up to ninety (90) days after the later of the termination of this Agreement or the expiration of the Production Guarantee Term (as defined in EXHIBIT A), if applicable, and per the below requirements:
3.4.1. Reasonable Notice. Freedom Forever shall provide the Customer with twenty-four (24) hours’ notice of its need to access the Property whenever reasonable and when not in the case of emergency.
3.4.2. No interference. During the time that Freedom Forever has access rights, the Customer shall ensure that Freedom Forever’s access rights are preserved and shall not interfere with or permit any third party to interfere with such rights or access.
3.4.3. Prevention of Access. Any act, negligence or omission of the Customer, its representative or by any third party that prevents or delays Freedom Forever from performing its obligations under this Agreement shall not be counted against the time of performance set in this Agreement. Freedom Forever shall not be responsible for any resulting loss or damage from such delay.
3.5. Removal of Hazardous Materials. The Customer agrees to provide a safe and secure work environment at the Property during the term of this Agreement. The Customer shall be responsible for removal and any costs incurred for the removal of hazardous materials, including asbestos, PCBs, petroleum, or hazardous waste material uncovered or revealed at the Property. If any hazardous materials are discovered, Freedom Forever may immediately cease all the Work in connection with such hazardous condition(s) in any affected area(s). Freedom Forever shall not be required to resume the Work until the Customer delivers written proof of all required local building authority permits related to: (i) specifying that such condition(s) and all affected area(s) have been rendered safe by the building authorities for the resumption of the Work, or (ii) specifying any special conditions under which the Work may resume safely. Any work stoppage due to unavailability of the Property due to the discovery and removal of hazardous materials does not relieve the Customer’s obligation to fulfill this Agreement, and any completion dates.
3.6. Existing Conditions. Freedom Forever is not responsible for and bears no liability for the performance of existing electrical equipment at the Property, including but not limited to the main electrical service panel, any major electrical devices, and/or any other similar devices.
ARTICLE 4 - PAYMENT
4.1. Price. In consideration of performance of the Work and installation of the System, the Customer shall pay to Freedom Forever the Total Contract Price, as defined on page one of this Agreement. The Total Contract Price shall be paid in full upon Completed Installation.
4.2 Payment. Customer agrees to pay the Total Contract Price as set forth on page one of this Agreement plus all applicable taxes. Customer may choose to finance the Total Contract Price by entering into a financing agreement with a third party. If Customer chooses to enter into an arrangement with a third party for financing of the Total Contract Price, Customer understands that Customer is directly contracting with a third-party financing company and not Freedom Forever for financing services. Customer will remain obligated for the full Total Contract Price until full payment is received by Freedom Forever.
4.3 Down Payment. Upon the Effective Date, the Customer shall pay to Freedom Forever a Down Payment in an amount provided on page one of this Agreement to Freedom Forever. Freedom Forever agrees to refund the full amount of the Down Payment if the Customer cancels the Agreement within three (3) days following the Effective Date. Any cancellation after three (3) days following the Effective Date will cause a forfeiture of the Down Payment. If neither Party cancels the Agreement, the Down Payment shall be applied to the Total Contract Price. This ARTICLE 4.3 does not apply if the Down Payment as provided on page one of this Agreement is zero ($0).
4.4 Past Due Amount. Past due amounts shall accrue interest from the date such amounts were due until the date paid at an interest rate equal to the lesser of twelve percent (12%) per annum or the maximum rate permitted by law.
4.5 Financing Payments. If Customer is financing the System, the timing and amount of the payments (and any applicable interest accrued) will be subject to the terms and conditions of the financing agreement with the finance company (the “Finance Company”). Any agreement between the Customer with regard to financing shall be solely between the Customer and the Finance Company.
4.6 Incentives. Depending on the state and/or utility district in which Customer resides, Customer may be eligible for state and local incentives and/or rebates. The incentive and/or rebate calculations provided to Customer are estimates. Those estimates are based on certain assumptions that may not be applicable based on the circumstances specific to the Work. However, actual incentives and/or rebates are variable as are eligibility requirements, funding availability and rates which may change. In an effort to assist Customer in capturing any applicable incentive and/or rebate, Freedom Forever will use good faith and reasonable efforts to help Customer to secure applicable incentives and/or rebates, but Freedom Forever shall have no financial obligation to the Customer regarding actual incentive and/or rebate amounts received. Customer agrees to pay the Total Contract Price in full regardless of the actual amount of any incentive and/or rebates Customer may or may not receive. Customer agrees to provide all necessary assistance to Freedom Forever to capture an inventive and/or rebate including but not limited to requested documentation and signatures on additional paperwork. Customer is responsible for any taxes and/or assessments required by federal, state or local governments or related regulatory agencies or utilities.
4.7 Taxes. Customer is responsible for all taxes related to the System and this Agreement, including taxes assessed on or arising from purchase, installation, ownership of the System, including all sales (which may be included as part of the Total Contract Price), use, and personal property taxes and real property taxes associated with the Property. Customer may have additional tax obligations as a consequence of adding the System to Customer’s home, and may be required to pay assessed value, property, and transaction privilege taxes based on Customer’s unique circumstances and local tax rules, where applicable.
ARTICLE 5 - TIME FOR PERFORMANCE; TITLE OF WORK
5.1. Commencement. Freedom Forever shall commence performance of the Work at the Property (“Commencement”) within thirty (30) business days from the date of receiving all required permits, or the date the Property is ready for installation, whichever comes later. Following 5|Page DocuSign Envelope ID: 986D52D8-E094-4200-9A61-4E2DC53738C3
Commencement Freedom Forever shall diligently proceed to achieve Completed Installation.
5.2. Completed Installation. “Completed Installation” means the System is fully installed and is ready for start-up and testing.
5.3. Guaranteed Completion. Except as otherwise provided herein, Freedom Forever shall achieve Completed Installation within sixty (60) days from Commencement (the “Guaranteed Completion Date”).
5.4. Extension. Freedom Forever retains the sole and exclusive right to modify the Guaranteed Completion Date due to Force Majeure Events, Customer-Caused Delay, and other circumstances that are beyond the control of Freedom Forever, including but not limited to:
a. Product delivery time constraints by manufacturer(s); b. Availability of the Customer’s selected equipment; c. Completion of the Customer’s financing; d. Permit process; e. HOA’s and/or Condominium Board’s approval process; f. Weather conditions; g. Disease, pandemics and/or quarantines; or h. Acts of government.
Delays caused by such events do not constitute abandonment and are not included in calculating timeframes for payment or performance.
5.5. Title of System. Prior to Completed Installation, Freedom Forever has good title to all the System Assets (the “System Assets”). The System Assets mean all the Work and all materials delivered to the Property, whether or not actually incorporated in the System or the Property. Upon the Customer’s payment of the Total Contract Price, legal title and ownership of the System shall pass to the Customer.
ARTICLE 6 - CHANGED CONDITIONS
6.1 Right to Cancel.
6.1.1. Site Inspection Result. After site inspection by Freedom Forever as set forth in ARTICLE 3.3, Freedom Forever may cancel this Agreement and propose a new agreement (the “New Agreement”), based on the site inspection result at Freedom Forever’s sole discretion.
6.1.2. New Conditions. In the event that Freedom Forever discovers new conditions of the Property which were not discovered or revealed before the Effective Date, or in the event that environmental concerns unexpectedly arise and require involvement and/or further permits from local building authorities, Freedom Forever shall have the right to cancel this Agreement and propose a New Agreement.
6.1.3. Customer’s Right to Cancel. If Freedom Forever elects to cancel this Agreement and propose a New Agreement, Customer shall have the right to accept or reject the New Agreement. Until such New Agreement is executed by all Parties and the Three (3) Day Right to Cancel has passed, all Work shall cease. In the event the Customer decides not to proceed with the Work under the New Agreement, the Customer is solely responsible for paying for any Work performed under this Agreement, and, the removal and repair of the Property to substantially the same condition as it was prior to the Work being performed.
6.2. Extra Work and Change Orders. Extra Work and Change Orders become part of this Agreement once the order is prepared in writing and signed by the Parties prior to the commencement of work covered by the new Change Order. The Change Order must describe the scope of extra work or change, the cost to be added or subtracted from the contract, and the effect the order will have on the schedule of progress payments. Change Orders shall be executed using the Change Order Form in EXHIBIT B.
6.3. Discretionary Design Changes. Freedom Forever in its sole discretion may redesign the system to exclude up to eight (8) solar modules, or its equivalent wattage, or to increase the size of the system including without limitation, by installing up to eight (8) additional solar modules or increased efficiency solar modules including from a different manufacturer, and/or modify the location of the installation of the System on the roof at the Property without a Change Order.
ARTICLE 7 - LIMITED WARRANTY
7.1 Free of Material, Construction and Workmanship Defect. Subject to the limitations and other provisions of this Agreement, Freedom Forever warrants that the Work and the System will be free from defects in material, construction and workmanship ten (10) years following the Completed Installation (the “Limited Warranty”). Freedom Forever warrants the roof of the Property against damage and water infiltration at each roofing penetration made by Freedom Forever in connection with the installation of the System (the “Covered Roof Area”). This is not a warranty of the entire roof. If the roof has an existing warranty, Customer has the sole responsibility of confirming with the roofing contractor who performed the work that the installation of the System will not void any warranty. If the Work will void any existing roof warranty, the Customer proceeds knowing that this is the case. Any claim under the Limited Warranty must be made before the expiration of the Limited Warranty.
7.2 Warranty Exclusion. The Limited Warranty excludes products not manufactured by Freedom Forever. The Customer shall be entitled to all warranties, if any, provided by the manufacturers of the components, accessories and equipment that are not manufactured by Freedom Forever, but which Freedom Forever installs. These items generally include, but are not limited to, solar panels, inverters, and disconnect switches. Freedom Forever does not expressly warrant these items because it is not involved in the manufacturing process. Occasionally, a component, accessory or item of equipment will be unavailable for reasons beyond Freedom Forever’s control. If this should occur, Freedom Forever shall have the right to substitute a reasonably equivalent item. The Limited Warranty excludes any measuring or monitoring equipment or service.
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7.3 Other Exclusions. The Limited Warranty does not extend to (a) normal wear and tear; or (b) damage or failure caused by (i) abuse or material neglect by the Customer, unless such action or inaction was taken or not taken, as the case may be, in reliance on and in compliance with written instructions provided by Freedom Forever, (ii) modifications not performed by or through Freedom Forever or an affiliate of Freedom Forever or in a manner materially inconsistent with or contrary to the written information or written instructions provided by Freedom Forever or contained in the vendor manuals provided by Freedom Forever, (iii) the negligent acts or omissions of the Customer or the Customer’s separate contractors, (iv) defects or deficiencies attributable to Force Majeure Events, (v) failure by the Customer to properly maintain or operate the System, or (vi) defects caused by the failure of the structural integrity of the support system by reason of any earth or fill ground movement.
7.4 Repair and Replacement. If the Customer discovers a breach of the Limited Warranty and makes a timely claim, then, as the Customer’s sole and exclusive remedy, Freedom Forever shall repair or replace the defective Work. Freedom Forever shall commence and complete such repairs or replacements within a reasonable time after receipt of the Customer’s notice of warranty claim. If a failure cannot be corrected by Freedom Forever’s reasonable efforts, the Parties will negotiate an equitable solution in good faith.
7.5 Disputes of Breach of Warranty. If Freedom Forever disputes whether a breach of warranty has occurred, any tests of the System shall be as mutually agreed, and Freedom Forever shall be notified prior to such testing and may be present at all tests that may be performed.
7.6 Reservation of Right to Access for Limited Warranty. Freedom Forever reserves the right to access the Property, after reasonable notice to the Customer, to repair, inspect or assess the performance of the Customer’s System
7.7 Exclusive Remedy. The Limited Warranty is the exclusive remedy for defects in material and workmanship provided under this Agreement, and is provided in lieu of all other warranties, express or implied. On expiration of the Limited Warranty, all liability of Freedom Forever for breach of warranty shall terminate.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, FREEDOM FOREVER MAKES NO REPRESENTATIONS AND GRANTS NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, UNDER THIS AGREEMENT, AND FREEDOM FOREVER SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE.
7.8 Transferability of Warranty. The Limited Warranty that the Work and the System will be free from defects in material, construction and workmanship in ten (10) years following the Completed Installation is transferable when the Customer conveys or transfers the Property to another party. The Customer or the transferee must give notice, in writing, to Freedom Forever within twenty (20) days from the effective date of the conveyance or transfer. The transfer of warranty shall be effective only if the transferee agrees to be bound by the conditions and terms of this Agreement. The transfer of warranty shall be effective upon Freedom Forever’s receipt of the written notice from transferee agreeing to the terms and conditions of this Agreement.
ARTICLE 8 - SYSTEM PRODUCTION
Freedom Forever will provide the Customer a production guarantee, as set forth in EXHIBIT A.
ARTICLE 9 - FORCE MAJEURE EVENTS; CUSTOMER-CAUSED DELAY
9.1 Force Majeure. For purposes of this Agreement, the term “Force Majeure Event” shall mean any event, condition or circumstance that delays or prevents a Party from timely performing obligations under this Agreement, or from complying with conditions required under this Agreement if such act or event, condition or circumstance, despite the exercise of reasonable efforts, cannot be avoided by, and is beyond the reasonable control of and without the fault or negligence of, the Party relying thereon as justification for such delay, nonperformance, or noncompliance, which includes, to the extent that the foregoing conditions are satisfied, war, sabotage, riots, insurrection, civil unrest or disturbance, military or guerilla action, terrorism, economic sanction or embargo, civil strike, work stoppage, slow-down, or lock-out; inclement weather, earthquake, abnormal weather condition or actions of the elements, hurricane, flood, lightning, wind, drought, volcanic eruption, Acts of God; unavailability of materials acceptable to Freedom Forever, fires, explosions, strikes, concurrent construction at Property affecting solar installation, government prohibitions, action or inaction of government or local utility, disease, pandemics, quarantines, or acts or omissions of other persons.
9.2 Customer-Caused Delay. For purposes of this Agreement, “Customer-Caused Delay” means delays caused by the Customer’s failure to comply with the Customer’s obligations under this Agreement, and any other delays caused by the Customer, the Customer's agents, or separate subcontractors.
9.3 Performance Excuse. On account of any ongoing Force Majeure Event, each Party shall be excused from performance of its obligations under this Agreement, other than payment obligations. Freedom Forever shall have the right to cancel this Agreement upon the occurrence of any Force Majeure Event or Customer-Caused Delay impacting the performance of the Work.
ARTICLE 10 - DEFAULT; TERMINATION
10.1 Default by Freedom Forever. Freedom Forever will be in default under this Agreement if any of the following occurs:
a. failure to perform its obligations under this Agreement which remains uncured for thirty (30) days after receipt of notice of default (the “Notice of Default”) which shall be sent in writing to Freedom Forever by tracked postal or courier service; or b. Freedom Forever admits in writing its insolvency, files or there is filed against it a voluntary petition in bankruptcy, is adjudicated bankrupt or insolvent or undertakes or experiences any substantially similar activity.
10.2. Remedies in Case of Default by Freedom Forever. If Freedom Forever is in default under this Agreement, the Customer may:
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a. terminate this Agreement; and/or b. pursue any other remedy available to the Customer in this Agreement or by law.
10.3. Default by Customer. The Customer will be in default under this Agreement if any one of the following occurs:
a. the Customer fails to make any payment when it is due and such failure continues for a period of five (5) days. b. the Customer fails to perform any material obligation that the Customer have undertaken in this Agreement (which includes doing something the Customer have agreed not to do, like alter the System) and such failure continues for a period of thirty (30) days after written notice. c. the Customer has provided any false or misleading financial or other information to obtain this Agreement. d. the Customer assigns, transfers, encumbers, sublets or sells this Agreement or any part of the System without Freedom Forever’s prior written consent, except as provided in ARTICLE 7.8 above. e. the Customer makes an assignment for the benefit of creditors, admits in writing its insolvency, files or there is filed against the Customer a voluntary petition in bankruptcy, are adjudicated bankrupt or insolvent or undertakes or experiences any substantially similar activity. f. the Customer conceals or fails to disclose known unpermitted structures on the Property. g. the Customer willfully refused to obtain proper permits for discovered unpermitted structure.
10.4. Remedies in Case of Default by Customer. If the Customer is in default under this Agreement, Freedom Forever may take any one or more of the following actions. If the law requires Freedom Forever to do so, Freedom Forever will give the Customer notice and wait any period of time required before taking any of these actions. Freedom Forever may:
a. terminate this Agreement. b. suspend the performance of this Agreement. c. take any reasonable action to correct the Customer’s default or to prevent Freedom Forever's loss; any amount Freedom Forever pays will be added to the amount the Customer owes Freedom Forever and will be immediately due. d. require the Customer, at the Customer’s expense, to return the System or make it available to Freedom Forever in a reasonable manner. e. proceed, by appropriate court action, to enforce performance of this Agreement and to recover damages for the Customer’s breach. f. disconnect, turn off or take back the System by legal process or self-help, but Freedom Forever may not disturb the peace or violate the law. g. report the non-operational status of the System to the Customer’s utility informing them that the Customer is no longer net metering. h. charge the Customer a reasonable reconnection fee for reconnecting the System to the Customer’s utility or turning the Customer’s System back on after Freedom Forever disconnects or turns off the System due to the Customer’s default. i. recover from the Customer (A) all unpaid Total Contract Price amounts, taxes, and all or any other sums then due and owing, and (B) seek a pre or post judgment lien or similar security interest on or against the Customer’s home. j. recover from the Customer all direct and indirect, internal and external expenses incurred in partial completion of the Work, plus the lesser of fifteen percent (15%) profit thereon or the maximum percentage of profit permitted by applicable law. k. pursue any other remedy available to Freedom Forever in this Agreement or by law or in equity.
10.5. Multiple Remedies. By choosing any one or more of these remedies, Freedom Forever does not give up its right to use another remedy. By deciding not to use any remedy should this Agreement be in default, Freedom Forever does not give up the right to use that remedy in case of a subsequent default.
10.6. Reimbursement. The Customer agrees to repay Freedom Forever for any reasonable amounts we pay to correct or cover the Customer’s default. The Customer also agrees to reimburse Freedom Forever for any direct and indirect, internal and external costs and expenses Freedom Forever incurs, plus the lesser of fifteen percent (15%) profit thereon or the maximum percentage of profit permitted by applicable law, relating to the System’s return resulting from early termination.
10.7. Non-Default Terminations. If any of the following events arise, either Party may terminate this Agreement without further liabilities or obligations on either party: (a) issuance of an order of a court or other public authority having jurisdiction which requires all the Work to be stopped; or (b) Force Majeure Event that lasts more than three hundred sixty-five (365) days. Freedom Forever may terminate this Agreement if there is a failure to obtain all permits and governmental approvals required for performance of the Work.
ARTICLE 11 - INDEMNITY
11.1 To the fullest extent permitted by law, each Party shall indemnify, defend and hold harmless the other Party from and against any and all loss, damage, expense and liability, including fines, penalties, court costs and reasonable attorneys’ fees (collectively, “Liabilities”) incurred by such first Party in connection with or arising from any third-party claim for physical or other damage to or physical destruction of property or death of or bodily injury to any person to the extent caused by (a) any breach or violation of or default under this Agreement or any applicable legal requirements by; or (b) any willful misconduct or gross negligent acts or omissions of the second Party or its agents, subcontractors or employees or others under its control, provided, however, that in no event shall a Party be obligated under this ARTICLE to the extent such Liabilities arise due to the negligence or willful misconduct of the other Party or any third party.
ARTICLE 12 - LIMITATIONS OF LIABILITY
12.1 Limitation of Liability. Freedom Forever’s total liability to the Customer, from any and all causes (including all claims under the warranties described in this Agreement), whether based on contract, tort (including negligence), strict liability or any other cause of action, shall in no event exceed the Total Contract Price.
12.2 No Consequential Damages. NO PARTY SHALL BE LIABLE FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES OR LOST PROFITS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT. THIS LIMITATION WILL NOT BE INTERPRETED TO RESTRICT A PARTY’S INDEMNITY OBLIGATIONS WHERE SUCH OBLIGATIONS EXIST PURSUANT TO THIS AGREEMENT. 8|Page DocuSign Envelope ID: 986D52D8-E094-4200-9A61-4E2DC53738C3
ARTICLE 13 - MARKETING AND CUSTOMER CONTACT
13.1 Signage. Customer agrees to allow a Freedom Forever marketing sign to be displayed at the Property beginning during the first day of Work and for one (1) month after Work is completed.
13.2 Publicity. Customer agrees and hereby authorizes Freedom Forever’s use of Customer’s voice, photographs, videos and likeness in print media, radio, television, e-mail, social media, web materials, and any audio and/or video recording. Customer agrees to authorize Freedom Forever’s use of the Property’s photographs and videos in print media, radio, television, e-mail, social media, web materials and any audio and/or video recording.
13.3 Autodialed Telephone Calls and Text Messages. Customer hereby knowingly or voluntarily consents to receive autodialed telephone calls and SMS text messages from Freedom Forever and its affiliates, contractors, or on our behalf at the mobile telephone number provided herein. These telephone calls and SMS text messages may include promotional material related to our services or others’ products and services, which may be sent using an automatic telephone dialing system. Customer understands that there is no requirement to agree to receive telephone calls and/or SMS text messages as a condition of entering into this Agreement. Standard call and text message charges may apply.
ARTICLE 14 - GENERAL PROVISIONS
14.1 Governing Law. This Agreement is governed by the laws where the Property is located.
14.2 Notices. All notices given by either Party hereunder must be in writing and delivered by personal delivery, certified mail (return receipt requested), or overnight courier. A notice shall be deemed received upon personal delivery, the promised delivery date after deposit with a reputable overnight courier, or five (5) days after deposit in the mail. Notices to either Party shall be sent to the respective address provided on the cover page or other address as provided in writing.
14.3 Electronic Records. Customer may be entitled by law to receive certain information “in writing”. However, Customer agrees that all information, documents, disclosures, notices, and agreements between Customer and Freedom Forever may be in electronic form (collectively, “Electronic Record(s)”). Customer further agrees that Freedom Forever may use and obtain electronic signatures (such as by clicking, checking, or signing using a digital pen) in the processing of Electronic Records. Freedom Forever will provide the Electronic Records by emailing them at the most recent e-mail address provided by Customer that Freedom Forever has on file and/or by making the Electronic Records available via a website address. Customer must notify Freedom Forever of any change in e-mail address(es). If Freedom Forever sends an Electronic Record, but Customer does not receive it because the most recent e-mail address that Freedom Forever has on file is incorrect, out of date, blocked by a service provider, filtered by a service provider as “spam” or “junk mail”, or Customer is otherwise unable to receive the Electronic Record, Freedom Forever will be deemed to have provided the Electronic Record to Customer. Customer must have a computer with an internet connection, a compatible web browser, Adobe Acrobat Reader version 8.0 or above, and a valid and accessible e-mail account. Customer may request a paper copy of any Electronic Record, and Freedom Forever will send a paper copy via U.S. mail within ninety (90) days.
14.4 Data. Freedom Forever may collect and store: nonpublic personal information about Customer, the System, energy usage, Customer credit report(s), and other related information; and may install, operate, and maintain a device on the Property that Freedom Forever may use to collect and store information about energy use and related information (collectively, “Data”). Freedom Forever may use any software related to operation of the System. Freedom Forever may use Data and access software to measure performance of the System. Customer agrees that Freedom Forever may use, store, and disclose the Data to our assignees, affiliates, actual or prospective lenders, financing parties, investors, insurers, acquirers, along with equipment manufacturers and suppliers associated with the System. Customer agrees that Freedom Forever may share the Data, including, without limitation, Customer’s name, contact information, Property location, and other information Freedom Forever has collected or obtained about Customer with our affiliates. Freedom Forever’s collection and processing of this Data is necessary for its legitimate interests, namely: the performance of a contract and to ensure the proper performance of the System; effectively communicating, responding, and resolving the queries and issues of Customer and Freedom Forever affiliates; and to administer, improve, and develop Freedom Forever’s existing and new services and business.
14.5 No False, Misleading, Defamatory or Abusive Language. Customer agrees that, at all times, Customer shall not make or cause to be made, directly or indirectly, any statement to any third party against Freedom Forever, its affiliates, its current and former directors, its current or former officers, and/or employees, that is false, misleading, defamatory and/or abusive language. Freedom Forever may take actions consistent with breach of this Agreement should it determine that the other party has made false, misleading, defamatory and/or abusive language (whether written or oral) about Freedom Forever, its affiliates, any of its current or former officers, and/or employees.
14.6 Arbitration and Attorney’s Fees. Pursuant to the Parties’ Dispute Resolution Agreement (EXHIBIT C), all claims, disputes, and other matters in question between the Parties to this Agreement, arising out of or relating to this Agreement, or the breach thereof, shall be submitted to arbitration in the State of Arizona. The rules and procedures of such arbitration will be the Arbitration Rules of the American Arbitration Association unless the Parties mutually agree in writing otherwise. The decision of the arbitrator(s) shall be final, conclusive and binding upon the Parties hereto, and shall be enforceable in any court of competent jurisdiction. The prevailing party in any arbitration or court proceeding shall be entitled to its reasonable attorneys’ fees and all related costs and expenses.
14.7 Class Waiver. Unless prohibited by applicable law, you, as Customer, agree to bring all claims against Freedom Forever, parent(s), subsidiaries, affiliates only in your individual capacity and YOU, AS CUSTOMER, ARE WAIVING THE RIGHT TO INITIATE OR PARTICIPATE IN A CLASS ACTION OR SIMILAR PROCEEDING.
14.8 Survival. Subject to the limitations and other provisions of this Agreement, EXHIBIT A, ARTICLE 11, ARTICLE 12, and ARTICLE 14, as well as any other provision that, in order to give proper effect to its intent, shall survive the expiration or earlier termination of this Agreement. 14.9 Our Licenses. Freedom Forever Arizona, LLC is a licensed contractor in Arizona. For information about contractor licensing requirements, 9|Page DocuSign Envelope ID: 986D52D8-E094-4200-9A61-4E2DC53738C3
contact the applicable county and/or city. For general information about our licenses please visit http://www.freedomforever.com/licenses.
14.10 Release of Lien Claim. Upon satisfactory payment being made for the work performed, Freedom Forever, prior to any further payment being made, shall furnish to the person contracting for the home improvement an unconditional release from any potential lien claimant claim or mechanics lien authorized pursuant to Arizona law or that portion of the work for which payment has been made.
14.11 Insurance. Freedom Forever shall maintain all necessary insurance in the amounts required by Law.
14.12 Assignment. Except as provided in ARTICLE 7.8 above, neither Party may assign any of its rights hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the forgoing, Freedom Forever may, without consent of Customer, assign this Agreement to an affiliate of Freedom Forever. Any purported assignment in violation of this ARTICLE 14.12 shall be null and void.
14.13 Heirs, Successors and Assigns. The terms of this Agreement shall be binding upon the Parties hereto and their respective heirs, successors, assigns and legal representatives.
14.14 Right to Subcontract. Freedom Forever shall have the right to subcontract the performance of the Work and any other duties or obligations under this Agreement to a third party (a “Subcontractor”). In all cases, Freedom Forever shall be responsible and liable for the acts and omissions of each Subcontractor to the same extent as if such acts or omissions were by Freedom Forever or its employees and shall be responsible for all fees and expenses payable to any Subcontractor.
14.15 Waiver. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
14.16 Amendment and Modification. Except as covered under ARTICLE 6.2, this Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto.
14.17 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
14.18 Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to affect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
14.29 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
14.20 Entire Agreement. This Agreement constitutes the entire agreement between the Parties as to the subject matter hereof, and the Parties are not bound by any oral expression or representation by any agent of either Party purporting to act for or on behalf of either Party or by any commitment or arrangement not specified in this Agreement. Any plans, specifications, and other data furnished with or in connection with this Agreement are descriptive of the specifications and terms and conditions contained herein, and in case of conflict between the provisions stated in the plans and specifications or other data, and the terms of this Agreement, the terms of this Agreement shall prevail.
By signing below, Customer accepts Freedom Forever’s Terms and Conditions.
Customer Customer #2 (if applicable) Freedom Forever Arizona, LLC
Customer Signature: Customer Signature: /s/ Greg Albright
TITLE: President
NAME: Diane Ashoff NAME: Doug Stone NAME: Greg Albright
DATE: 5/4/2021 | 11:41 PM PDT DATE: 5/4/2021 | 11:23 PM PDT DATE: 5/4/2021 | 7:33 PM PDT
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LIST OF DOCUMENTS INCORPORATED INTO THIS AGREEMENT
Documents Incorporated in this Agreement:
1. Notice of Three-Day Right to Cancel 2. Notice of Cancellation (Freedom Forever Copy) 3. Notice of Cancellation (Customer Copy) 4. Production Guarantee (EXHIBIT A) 5. Change Order Form (EXHIBIT B) 6. Dispute Resolution Agreement (EXHIBIT C)
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CUSTOMER RECEIPT OF: NOTICE OF THREE-DAY RIGHT TO CANCEL
You, the Customer, have the right to cancel this Agreement within three (3) business days. You may cancel by e-mailing, mailing, faxing, or delivering a written notice to Freedom Forever at Freedom Forever’s place of business by midnight of the third business day after you received a signed and dated copy of the Agreement that includes this notice. Include your name, your address, and the date you received the signed copy of the contract and this notice.
If you cancel, Freedom Forever must return to you any amount paid by you prior to cancellation within ten (10) days of receiving the notice of cancellation. For your part, you must make available to Freedom Forever at your residence, in substantially as good condition as you received them, goods delivered to you under this contract of sale. Or, you may, if you wish, comply with Freedom Forever's instructions on how to return the goods at Freedom Forever's expense and risk. If you do make the goods available to Freedom Forever and Freedom Forever does not pick them up within twenty (20) days of the date of your notice of cancellation, you may keep them without any further obligation to pay for them. If you fail to make the goods available to Freedom Forever, or if you agree to return the goods to Freedom Forever and fail to do so, then you remain liable for performance of all obligations under the contract. You have a duty to take reasonable care of the goods in your possession before cancellation or revocation and for a reasonable time thereafter, during which time the goods are otherwise at Freedom Forever's risk. If Freedom Forever has performed any services pursuant to this Agreement prior to its cancellation, Freedom Forever is entitled to no compensation.
BY SIGNING BELOW, I ACKNOWLEDGE THAT I RECEIVED THE ABOVE “NOTICE OF THREE-DAY RIGHT TO CANCEL.”
CUSTOMER CUSTOMER #2 (IF APPLICABLE)
CUSTOMER SIGNATURE: CUSTOMER SIGNATURE:
NAME: Diane Ashoff NAME: Doug Stone
DATE: 5/4/2021 | 11:41 PM PDT DATE: 5/4/2021 | 11:23 PM PDT
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NOTICE OF CANCELLATION (Freedom Forever Copy)
5/4/2021 | 11:41 PM PDT _________________________ (Date of transaction)
You may cancel this transaction, without any penalty or obligation, within three business days from the above date.
If you cancel, any property traded in, any payments made by you under the agreement, and any negotiable instrument executed by you will be returned within ten business days following receipt by Freedom Forever of your cancellation notice, and any security interest arising out of the transaction will be cancelled.
If you cancel, you must make available to Freedom Forever at your residence, in substantially as good condition as when received, any goods delivered to you under the Agreement; or you may if you wish, comply with the instructions of Freedom Forever regarding the return shipment of the goods at Freedom Forever’s expense and risk.
If you do make the goods available to Freedom Forever and Freedom Forever does not pick them up within twenty days of the date of cancellation, you may retain or dispose of the goods without any further obligation. If you fail to make the goods available to Freedom Forever, or if you agree to return the goods to Freedom Forever and fail to do so, then you remain liable for performance of all obligations under the Agreement.
To cancel this transaction, mail or deliver a signed and dated copy of this cancellation notice or any other written notice, or send a telegram to Freedom Forever Arizona, LLC at 43445 Business Park Drive, Suite 110, Temecula, CA 92590 not later than midnight of the third business day after you received a signed and dated copy of the Agreement.
I hereby cancel this transaction.
______________________________ Customer’s Signature
_______________________________ Customer #2’s Signature (if applicable)
______________________________ Date
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NOTICE OF CANCELLATION (Customer Copy)
5/4/2021 | 11:41 PM PDT _________________________ (Date of transaction)
You may cancel this transaction, without any penalty or obligation, within three business days from the above date.
If you cancel, any property traded in, any payments made by you under the agreement, and any negotiable instrument executed by you will be returned within ten business days following receipt by Freedom Forever of your cancellation notice, and any security interest arising out of the transaction will be cancelled.
If you cancel, you must make available to Freedom Forever at your residence, in substantially as good condition as when received, any goods delivered to you under the Agreement; or you may if you wish, comply with the instructions of Freedom Forever regarding the return shipment of the goods at Freedom Forever’s expense and risk.
If you do make the goods available to Freedom Forever and Freedom Forever does not pick them up within twenty days of the date of cancellation, you may retain or dispose of the goods without any further obligation. If you fail to make the goods available to Freedom Forever, or if you agree to return the goods to Freedom Forever and fail to do so, then you remain liable for performance of all obligations under the Agreement.
To cancel this transaction, mail or deliver a signed and dated copy of this cancellation notice or any other written notice, or send a telegram to Freedom Forever Arizona, LLC at 43445 Business Park Drive, Suite 110, Temecula, CA 92590 not later than midnight of the third business day after you received a signed and dated copy of the Agreement.
I hereby cancel this transaction
______________________________ Customer’s Signature
_______________________________ Customer #2’s Signature (if applicable)
______________________________ Date
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EXHIBIT A PRODUCTION GUARANTEE
ARTICLE 1 - DEFINITIONS
The following defined terms have the meanings set forth below:
1.1 “Actual Annual kWh” means, for any Production Year, the AC electricity produced by the System in kilowatt-hours (kWh). 1.2 “Commencement Date” means the date of initial operation of the System. 1.3 “First Year Production” means the estimated production of the System as found in EXHIBIT A, ARTICLE 2.1. 1.4 “Guaranteed Annual kWh” means, for any Production Year, the amount of AC electricity generation guaranteed, as set forth fully in EXHIBIT A, ARTICLE 2. 1.5 “Guaranteed Energy Price” means $0.12/kWh. 1.6 “Production Guarantee” means this entire EXHIBIT A. 1.7 “Production Guarantee Term” means the period beginning upon Commencement Date and ending on the earlier of: (a) the twenty-fifth (25th) anniversary thereof; or (b) the termination of this Production Guarantee. 1.8 “Production Year” means the twelve (12) month period beginning on the 1st day of the month following Commencement Date, and each successive twelve (12) month period thereafter during the Production Guarantee Term. For example, if Commencement Date occurred on March 15, each Production Year would run from April 1 to March 31. 1.9 “Production Year Deficit Payment” means, for any Production Year, a refund payment by Freedom Forever to the Customer in an amount calculated in accordance with EXHIBIT A, ARTICLE 3.
ARTICLE 2 - PRODUCTION GUARANTEE
2.1 25731 Production Guarantee. The Guaranteed Annual kWh of the System for Production Year 1 is __________________ and is subject to all of EXHIBIT A, ARTICLE 2. Freedom Forever guarantees that in each Production Year the System will generate the Guaranteed Annual kWh for such Production Year, subject to the other terms and conditions as fully set forth in this EXHIBIT A.
2.2 Degradation. The Guaranteed Annual kWh shall degrade and reduce by five percent (5%) for the first year following Production Year 1 and by a half percent (0.5%) every year thereafter, throughout the Production Guarantee Term.
2.3 Production Year Surplus. If at the end of a Production Year, the Actual Annual kWh for such Production Year is greater than the Guaranteed Annual kWh for that Production Year, there will be no additional cost to the Customer for this surplus energy. However, this surplus will be carried over and used by Freedom Forever to offset any future Production Year Deficits.
2.4 Production Year 1 Adjustment. In the event the Actual Annual kWh for Production Year 1 is less than eighty-five percent (85%) of the Guaranteed Annual kWh described in EXHIBIT A, ARTICLE 2.1, Customer agrees to allow Freedom Forever to replace or install additional panels so that the Annual kWh for Production Year 1 meets at least eighty-five percent (85%) of the Guaranteed Annual kWh for Production Year 1, the new Guaranteed Annual kWh for Production Year 1 will be the original Guaranteed Annual kWh multiplied by eighty-five percent (85%) and the Guaranteed Annual kWh for future Production Years will be adjusted to reflect the change, and Customer shall still be entitled to submit a Performance Claim for the Production Deficit between the new Guaranteed Annual kWh and the Actual Annual kWh for Production Year 1. Freedom Forever will provide no notice of Production Year 1 Guaranteed Annual kWh adjustments made. In the event that Actual Annual kWh for Production Year 1 is greater than eighty-five percent (85%) but less than one hundred percent (100%) of the Guaranteed Annual kWh described in EXHIBIT A, ARTICLE 2.1, the new Guaranteed Annual kWh for Production Year 1 will be adjusted to the Actual Annual kWh produced in Production Year 1. Any adjustment of the Guaranteed Annual kWh is subject to the degradation schedule set forth in EXHIBIT A, ARTICLE 2.2.
2.5 No Adjustment on Surplus. Guaranteed Annual kWh will not be adjusted if the Actual Annual kWh for Production Year 1 exceeds the Guaranteed Annual kWh for Production Year 1.
2.6 Internet Requirement. During the Production Guarantee Term, the Customer shall maintain and make available, at the Customer’s cost, a functioning indoor internet connection with a router, one DHCP enabled Ethernet port with internet access and standard AC power outlet close enough and free of interference to enable an internet-connected gateway provided by Freedom Forever to communicate wirelessly with the System’s inverter. The Customer further agrees that maintaining such a high-speed internet connection is a prerequisite to the Production Guarantee.
2.7 Intentionally left blank.
2.8 Repair Parts. When performing any work under this Production Guarantee, Freedom Forever has the right, at its sole discretion, to repair or replace all or part of the System using new, remanufactured or refurbished parts or products.
2.9 Exclusion Events. The production guarantee set forth in EXHIBIT A, ARTICLE 2.1 does not apply to any failure of the System to achieve Guaranteed Annual kWh for any Production Year, to the extent caused by any of the following exclusion events (“Exclusion Events”):
2.9.1 Someone other than Freedom Forever or its approved service providers shuts down, installs, removes, re-installs, modifies, alters or repairs the System.
2.9.2 Destruction, damage, or vandalism to the System, or its ability to safely produce energy, which is not caused by conduct of Freedom Forever, its employees, subcontractors, or agents.
2.9.3 The Customer fails to perform or breach the Customer’s obligations under the Agreement, which failure or breach directly and
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materially affects the production of the System.
2.9.4 The Customer fails to provide access or reasonable assistance to Freedom Forever, to the extent any assistance is expressly required of the Customer under the Agreement, in diagnosing or repairing a problem, or fails to maintain the System as required by the Agreement and the recommendations of the manufacturers of the equipment which is part of the System.
2.9.5 The Customer fails to clean the modules at least once every six (6) months.
2.9.6 The Customer fails to take all reasonable steps to prevent any interference with the solar insolation that falls on the System.
2.9.7 The Customer fails to promptly notify Freedom Forever upon discovery of interference with the solar insolation that falls on the System even after taking all reasonable steps to prevent such interference.
2.9.8 Water ponding or puddling on the Customer’s roof (i.e., standing water that fails to drain) not caused by Freedom Forever or its approved service providers.
2.9.9 Damage resulting from mold, fungus and other organic pathogens, regardless of the cause.
2.9.10 Superficial changes in the appearance of the System components due to exposure to weather and atmospheric conditions (e.g. chalking or blemishes).
2.9.11 Shading from foliage that is new growth or is not kept trimmed to its appearance on the date the System was installed.
2.9.12 Force Majeure Events.
2.9.13 A power or voltage surge not caused by Freedom Forever, its employees, subcontractors, or agents, including a grid supply voltage outside of the standard range specified by the utility.
2.9.14 Any System failure or lost production not caused by a System defect (e.g., the System is not producing power because it has been removed to make roof repairs or the Customer have required us to locate the inverter in a non- shaded area).
2.9.15 Any System failure or lost production caused by equipment failure which is not subject to the Limited Warranty.
2.9.16 Theft of the System other than by Freedom Forever, its employees, subcontractors, or agents.
2.9.17 Regulatory shutdowns of the System.
2.9.18 Changes in the electrical characteristics of the building(s) on the Property.
2.9.19 Any failure to maintain a working high-speed internet connection pursuant to EXHIBIT A, ARTICLE 2.6.
2.10 Transferability of Production Guarantee. The Production Guarantee may be transferable when the Customer conveys or transfers the Property to another party. The Customer or the transferee must give notice, in writing, to Freedom Forever within twenty (20) days from the effective date of the conveyance or transfer. The transfer of the Production Guarantee shall be effective only if the transferee agrees to be bound by the conditions and terms of this Agreement. The transfer of the Production Guarantee shall be effective upon Freedom Forever’s receipt of the written notice from transferee agreeing to the terms and conditions of the Agreement.
ARTICLE 3 - PRODUCTION GUARANTEE CLAIM
3.1 Production Claim. If at the end of a Production Year the Actual Annual kWh for the Production Year generated by the System is less than the Guaranteed Annual kWh as mentioned in EXHIBIT A, ARTICLE 2, for that Production Year (a “Production Year Deficit”), then the Customer can make a claim about such deficit to Freedom Forever (“Production Claim”). The Customer must make any Production Claim within sixty (60) days following the end of the applicable Production Year. All Production Claims hereunder must be in writing, be identified as “Production Claim,” and be delivered to us in accordance with ARTICLE 14.2 of the Agreement.
3.2 Claim Review. After receiving the Customer’s Production Claim, Freedom Forever shall have the right to check Actual Annual kWh for the applicable Production Year and conduct on-site inspections on the Property for purpose of reviewing the production of the System and finding out the reasons, if any, which caused the Production Year Deficit. Within thirty (30) days after receiving the Customer’s Production Claim, Freedom Forever will notify the Customer of approval or rejection. In the event that Freedom Forever approves a Production Claim, which means a Production Year Deficit has occur and is not caused by any Exclusion Event, Freedom Forever will make a Production Year Deficit Payment.
3.3 Production Year Deficit Payment. Within thirty (30) days after the approval, we will send the Customer a payment equal to the difference between the Actual Annual kWh for that Production Year and Guaranteed Annual kWh for that Production Year (minus any previous years’ surpluses, as set forth in EXHIBIT A, ARTICLE 2.3), multiplied by the Guaranteed Energy Price Per kWh.
3.4 Calculation upon Exclusion Events. In the event any of the Exclusion Events, for purpose of calculating the Production Year Deficit Payment, if any, the production of the System during such event shall be deemed equal to the average production of the prior Production Years during the same time period.
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3.5 Monitoring Software Service. The Customer may, at the Customer’s cost, use any monitoring software service the Customer chooses for the System, provided that such monitoring software service be pre-approved by Freedom Forever.
ARTICLE 4 - MAINTENANCE AND REPAIRS; EXPANSION
4.1 Inspection of System. The Customer agrees that Freedom Forever shall have the right, with prior notice and at times reasonably agreed to by the Customer, to inspect the System to determine if the Customer has complied with the conditions set forth in this EXHIBIT A. In the event that any inspection discloses that the Customer has failed, on or prior to the date of such inspection, to be in compliance with any of the Customer’s obligations, then for purposes of calculating the Production Year Deficit Payment, if any, the production of the System during such compliance failure shall be deemed equal to the average production of the prior Production Years during the same time period.
4.2 Maintenance and Repair. The Customer irrevocably grants to Freedom Forever the right, during the Production Guarantee Term, to repair, replace, and maintain the System and appurtenant equipment, and to conduct on-site measurements, including, but not limited to, reading meters and installing and observing on-site monitoring equipment. The Customer shall cooperate fully with the exercise of such right by Freedom Forever pursuant to this ARTICLE 4.2. The Customer shall further cooperate with Freedom Forever’s performance of this Production Guarantee by providing utility information, and/or additional information as reasonably requested by Freedom Forever.
4.3 Expansion and Relocation. In the event an unforeseeable shading condition not caused by Freedom Forever exists and continues for five (5) days, the Customer agrees that Freedom Forever shall have the right to expand or relocate the System, or otherwise the Guaranteed Annual kWh for that Production Year or any future Production Years shall be reduced based upon such shading condition, and Freedom Forever will present the Customer with a proposed reduction to the Guaranteed Annual kWh for that Production Year or any future Production Years reflecting such interference.
4.4 Expenses. The Customer agrees that if the System needs any repair that is not the responsibility of Freedom Forever under this Agreement, or if the System needs to be expended or relocated to facilitate remodeling of the Property, the Customer will have Freedom Forever, or another similarly qualified service provider approved by Freedom Forever, perform such repairs and relocation at the Customer’s expense.
ARTICLE 5 - TERMINATION 5.1 Termination. If (i) the Agreement is terminated by Freedom Forever because of a default by the Customer, or (ii) the Agreement is terminated by either party because of any extended Force Majeure Events in accordance with ARTICLE 9.1 of the Agreement, this Production Guarantee shall be automatically terminated.
5.2 Deficit Payment upon Termination. If any termination occurs on a date other than the last day of a Production Year, Freedom Forever shall have no obligation to make a Production Year Deficit Payment for the Production Year in which the termination occurs.
ARTICLE 6 - NO SAVINGS GUARANTEE 6.1. No Savings Guarantee. Freedom Forever has not guaranteed, promised or otherwise represented any reduction in electricity costs in relation to the System that will be installed on the Property, and further provides no warranty or guaranty with respect to any cost savings from use of the System.
17 | P a g e DocuSign Envelope ID: 986D52D8-E094-4200-9A61-4E2DC53738C3
EXHIBIT B CHANGE ORDER FORM
Customer Name(s): _______________________________________
Project Address: _______________________________________
Change Order Effective Date: _______________________________________
This Change Order will be incorporated by reference into and a made a part of the Supply and Installation Agreement dated ________________________ between ________________________________ and Freedom Forever Arizona, LLC (“Agreement”). Except as modified by this and any previously issued Change Order, all other terms and conditions of the Agreement remain in full force and effect.
The Customer may not require Freedom Forever to perform extra or change-order work without providing written authorization prior to the commencement of work covered by the new change order. A change order is not enforceable against the Customer unless it identifies the following in writing prior to the commencement of work covered by the new change order: (1) the scope of work encompassed by the order; (2) the amount to be added or subtracted from the contract; (3) the effect the order will make on the completion date. However, failure to comply with these requirements does not preclude the recovery of compensation for work performed based upon legal or equitable remedies designed to prevent unjust enrichment.
1. Mutual Change Order. The parties agree to make the following additions or modifications to, or deductions from the Agreement as follows:
A. EXPLANATION OF CHANGES: The Customer agrees to the following:
☐ Equipment Change:
From:_____________________________________________________________________________
To: _______________________________________________________________________________
☐ System Size Change:
From: ___________________________________________________________________________
To: _____________________________________________________________________________
☐ Performance Guarantee (“PG”) Change:
From: ___________________________________________________________________________
To: _____________________________________________________________________________
☐ Other Changes:
From: ___________________________________________________________________________
To: ___________________________________________________________________________
B. CHANGE IN PRICE:
Adjusted Price: ☐ Not Applicable ☐ Applicable
From: ____________________________________________________________________________
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To: _____________________________________________________________________________
C. GUARANTEED COMPLETION DATE ADJUSTMENT:
Adjusted Completion Date: ☐ Not Applicable ☐ Applicable
From:____________________________________________________________________________
To: _____________________________________________________________________________
D. OTHER ADJUSTMENTS, IF ANY:
☐ Not Applicable ☐ Applicable
From:____________________________________________________________________________
To: _____________________________________________________________________________
Additional explanation, if any: _________________________________________________________________________________
2. Accord and Satisfaction. The Adjusted Price, if any, constitutes full payment for the completed Work hereunder and for any delay, acceleration, disruption, inconvenience, loss of efficiency, cost, or expense arising out of, or incidental to, such Work.
3. Costs and Expenses. Each party shall pay its own costs and expenses in connection with preparing, drafting, negotiating and executing this Change Order, including but not limited to, the fees and expenses of its advisors, accountants and legal counsel.
1. CUSTOMER 2. CUSTOMER #2 (IF APPLICABLE) FREEDOM FOREVER ARIZONA, LLC
SIGNATURE: SIGNATURE: SIGNATURE:
/s/ Greg Albright
TITLE: President
NAME: NAME: NAME: Greg Albright
DATE: DATE: DATE: 5/4/2021 | 7:33 PM PDT
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EXHIBIT C DISPUTE RESOLUTION AGREEMENT
1. ANY CONTROVERSY, DISPUTE, CLAIM, OR DISAGREEMENT BETWEEN THE PARTIES RELATING TO OR IN CONNECTION WITH THIS AGREEMENT AND/OR THE WORK (“DISPUTE”) MUST BE RESOLVED EXCLUSIVELY BY BINDING ARBITRATION IN ARIZONA. THE ARBITRATION, INCLUDING SELECTION OF THE ARBITRATOR, WILL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA), UNDER ITS STREAMLINED ARBITRATION RULES AND PROCEDURES (“RULES”), AND DECIDED BY A SINGLE NEUTRAL ARBITRATOR AGREED ON BY THE PARTIES WITHIN THIRTY (30) DAYS OF THE COMMENCEMENT OF THE ARBITRATION. EITHER PARTY MAY INITIATE THE ARBITRATION PROCESS BY FILING THE NECESSARY FORMS WITH AAA. TO LEARN MORE ABOUT ARBITRATION, CUSTOMER CAN CALL ANY AAA OFFICE OR REVIEW THE MATERIALS AT WWW.ADR.ORG.
2. If Customer initiates the arbitration, Customer will be required to pay $250 toward the filing fee and Freedom Forever will pay the remainder of the arbitration fees and costs. If Freedom Forever initiates the arbitration, Freedom Forever will pay all the arbitration fees and costs. Each party will be responsible for its own attorneys’ fees and costs except that the prevailing party in any Dispute will be entitled to recover its attorneys’ fees, costs, and expenses from the non-prevailing Party, in addition to any other appropriate relief.
3. Arbitration must be on an individual (not class or representative) basis and the arbitrator may not award relief for or against anyone who is not a party. This means Customer agrees that neither Customer nor Freedom Forever may (a) join or consolidate claims in arbitration by or against any other parties, or (b) litigate in court or arbitrate any Dispute as a representative, member of a class, or in a private attorney general capacity. The arbitrator will have the authority to award any legal or equitable remedy or relief that a court could order or grant under this Agreement. However, the arbitrator may not change or alter the terms of this Agreement or make any award that would extend to any transaction other than Customer. All statutes of limitations that are applicable to any Dispute shall apply with respect to any arbitration between the parties. The arbitrator will issue a decision or award in writing, briefly stating the essential findings of fact and conclusions of law.
4. NOTICE: BY INITIALING IN THE SPACE BELOW, CUSTOMER IS AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THIS “ARBITRATION OF DISPUTES” PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY ARIZONA LAW AND CUSTOMER IS GIVING UP ANY RIGHTS CUSTOMER MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW CUSTOMER IS GIVING UP CUSTOMER’S JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE "ARBITRATION OF DISPUTES” PROVISION. IF CUSTOMER REFUSES TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, CUSTOMER MAY BE COMPELLED TO ARBITRATE UNDER APPLICABLE LAWS. CUSTOMER’S AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. CUSTOMER HAS READ AND UNDERSTANDS THE FOREGOING AND AGREES TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES” PROVISION TO NEUTRAL ARBITRATION. CUSTOMER ALSO ACKNOWLEDGES AND AGREES THAT CUSTOMER IS GIVING UP CUSTOMER'S RIGHTS TO PARTICIPATE IN A CLASS ACTION OR SIMILAR PROCEEDING.
Customer(s) Initials: 1)_______ 2)_______ GA Freedom Forever Initials:_____________
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I hereby represent that I have read and agreed to all the terms and conditions of this Agreement and I have read and separately acknowledged each disclosure, statement, and description bearing my initials or signature in this Agreement.
CUSTOMER SIGNATURE: CUSTOMER #2 SIGNATURE (IF APPLICABLE):
21 | P a g e 9/14/23, 7:21 AM State of Arizona Mail - Original Complaint Form 2023-08929
Michael Wiskow <[email redacted]>
Original Complaint Form 2023-08929 messages
Michael Wiskow <[email redacted]> Thu, Sep 7, 2023 at 9:01 AM To: "[email redacted]" <[email redacted]>, [email redacted]
Please see attachment
-- Mike Wiskow Investigator #217 AZ State Registrar of Contractors 602.771.6750
Complaint Form.pdf - 2023-09-07T085912.588.pdf 35K
Jasmine Leser <[email redacted]> Tue, Sep 12, 2023 at 4:49 PM To: "[email redacted]" <[email redacted]> Cc: Christopher Wolcott <[email redacted]>
Hello Mike,
I trust this message finds you in good health. I am writing to provide an update on the Written Directive for Complaint 2023-08929.
Diane Ashoff and Doug Stone and Freedom Forever Arizona, LLC (“Freedom”) entered into a Supply and Installation Agreement (“Agreement”) on May 4, 2021. The solar installation process commenced on or around June 7, 2021. During our initial evaluation, our records reflect that this project would need a main panel upgrade. Prior to the scheduled main panel upgrade it was determined that trenching would be needed.
Subsequently, on or around August 22, 2021, our records indicate that Mr. Stone made the decision to cancel the scheduled main panel upgrade and expressed a desire to engage with our management team. Additionally, on or around January 21, 2022, Mr. Stone formally requested the cancellation of the solar contract. Freedom Forever attempted to address Mr. Stone’s concern’s regarding the solar installation. We have made sincere efforts to collaborate with Mr. Stone to come to a mutually agreeable resolution.
Today, we attempted to reach Mr. Stone regarding the written directive. Unfortunately, we were unable to leave a voicemail message. We did send a follow-up email to try and coordinate a day and time that Mr. Stone would be available to speak. Please be assured that our commitment to reaching a resolution remains steadfast. We will persist in our efforts to establish communication with Mr. Stone and address any outstanding issues to ensure a positive outcome for his solar installation.
If you have any questions or concerns, please do not hesitate to reach out to us.
Best Regards,
https://mail.google.com/mail/u/0/?ik=e45caa793b&view=pt&search=all&permthid=thread-a:r-[number redacted]&simpl=msg-a:r-[number redacted]… 1/4 9/14/23, 7:21 AM State of Arizona Mail - Original Complaint Form 2023-08929
Jasmine Leser
Escalations Specialist T: (951) 252-6439
E: [email redacted]
Freedom Forever www.freedomforever.com/careers
Join one of the fastest-growing
solar companies in America!
This message contains information that may be confidential and privileged. Unless you are the intended addressee (or authorized to receive for the intended addressee), you may not use, copy, or disclose to anyone the message or any information contained in the message. If you have received the message in error, please advise the sender by reply e-mail and delete the message.
From: Michael Wiskow <[email redacted]> Sent: Thursday, September 7, 2023 9:02 AM To: Jasmine Leser <[email redacted]>; Regulatory <[email redacted]> Subject: Original Complaint Form 2023-08929
Please see attachment
--
Mike Wiskow
Investigator #217
AZ State Registrar of Contractors
602.771.6750
Michael Wiskow <[email redacted]> Wed, Sep 13, 2023 at 7:06 AM To: Jasmine Leser <[email redacted]> https://mail.google.com/mail/u/0/?ik=e45caa793b&view=pt&search=all&permthid=thread-a:r-[number redacted]&simpl=msg-a:r-[number redacted]… 2/4 9/14/23, 7:21 AM State of Arizona Mail - Original Complaint Form 2023-08929
Good Morning, Do you have a copy of the formal cancelation request? [Quoted text hidden] [Quoted text hidden]
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Jasmine Leser <[email redacted]> Wed, Sep 13, 2023 at 5:55 PM To: Michael Wiskow <[email redacted]>
Hello Michael,
Currently, Freedom Forever does not possess any written records pertaining to a cancellation request in our database.
Our commitment to addressing the concerns related to the installation process for Mr. Stone remains, and we will persist in our efforts to establish communication with him in order to reach a resolution. We are committed to keeping you informed of any developments regarding the project. Should you have any inquiries or apprehensions, please do not hesitate to reach out to us.
[Quoted text hidden] [Quoted text hidden] [Quoted text hidden]
https://mail.google.com/mail/u/0/?ik=e45caa793b&view=pt&search=all&permthid=thread-a:r-[number redacted]&simpl=msg-a:r-[number redacted]… 3/4 9/14/23, 7:21 AM State of Arizona Mail - Original Complaint Form 2023-08929
https://mail.google.com/mail/u/0/?ik=e45caa793b&view=pt&search=all&permthid=thread-a:r-[number redacted]&simpl=msg-a:r-[number redacted]… 4/4 Received 10/13/2023 ROC Legal
October 13, 2023
Arizona Registrar of Contractors 1700 W Washington St., Suite 105 Phoenix, AZ 85007-2812 Sent via Electronic Mail: [email redacted]
RE: Case No. 2023-08929
Writen Answer to Cita�on and Complaint
This leter will serve as answer to the Cita�on from your office dated . Diane Ashoff and Freedom Forever Arizona, LLC (hereina�er “Freedom”) entered into a Supply & Installa�on Agreement (hereina�er “Agreement”) on May 4, 2021. A copy of the Agreement is atached hereto as Exhibit “A” for your reference. The Solar Energy System (hereina�er “System”) was installed on or around June 7, 2021, but has not reached Permission to Operate (hereina�er “PTO”) from Ms. Ashoff’s u�lity company. Ms. Ashoff, through Mr. Doug Stone, filed the present complaint for project abandonment.
By way of background, a�er the System was installed on or around June 7, 2021, the property required a Main Panel Upgrade to be completed in order for the project to be submited to the u�lity for PTO. On several occasions a�er installa�on of the System, Mr. Stone would not allow Freedom’s employees to conduct a Main Panel Upgrade, and later requested a cancella�on of the project, months a�er the installa�on of the System. Freedom atempted to work with Mr. Stone and Ms. Ashoff to move the project towards comple�on, but Mr. Stone and Ms. Ashoff refused to let Freedom finish the project. On or around May 9, 2022, Freedom sent Mr. Stone and Ms. Ashoff a No�ce of Customer Default, atached hereto as Exhibit “B,” advising that the Mr. Stone and Ms. Ashoff were in default of the Agreement for failing to allow Freedom to finish the project. On or around June 10, 2022, Freedom sent Mr. Stone and Ms. Ashoff a Second Reminder of No�ce of Customer Default, again advising that the Mr. Stone and Ms. Ashoff were in default of the Agreement for failing to allow Freedom to finish the project. On or around July 12, 2022, atached hereto as Exhibit “C,” Freedom sent Mr. Stone and Ms. Ashoff a Final Reminder of No�ce of Customer Default, as a final reminder that Mr. Stone and Ms. Ashoff were in default of the Agreement for failing to allow Freedom to finish the project.
Because Freedom maintains that it was, at all �mes, working diligently to complete the project pursuant to the Agreement, and that Mr. Stone and Ms. Ashoff con�nuously prevented Freedom from comple�ng the project, Freedom generally denies the following Charges in the Cita�on, along with the allega�ons contained therein: Charge 1 for abandonment of a contract, Charge 2 for failing to perform all work in a professional and workmanlike manner, and Charge 3 failure to take correc�ve ac�on.
Sincerely,
__________________________________ Jasmine Leser, Authorize Representa�ve Freedom Forever Arizona, LLC Direct Line: (951) 252-6439 Email: [email redacted] Received 10/13/2023 ROC Legal
Exhibit “A” DocuSign Envelope ID: 986D52D8-E094-4200-9A61-4E2DC53738C3 Received 10/13/2023 ROC Legal
(AZ) Supply and Installation Agreement Home Improvement Agreement (V7-012021) 2546 W. Birchwood Ave. Freedom Forever Arizona, LLC Mesa, AZ 85202 ROC #319879
System Specifics
System Size System Warranty 14.7 _____ kW 25 Years
The Freedom Forever Promise* System Cost We provide a money-back energy production guarantee. Total Contract Price: $ 42,935.20 We warrant all of our roofing work. We warrant and repair the system (as defined below). We fix or pay for any damage we may cause to your property. Down Payment: $
We provide 24/7 web-enabled monitoring at no additional cost. *Please refer to specific terms in your Supply and Installation Agreement Amount Due: $ 42,935.20
First Year Production (Estimate): 25731 kWh
Notices of Cancellation may be sent to this address: Date Signed by Customer/Date of this Transaction: Freedom Forever Arizona, LLC 43445 Business Park Drive Suite 110, Temecula, CA 92590 5/4/2021 | 11:41 PM PDT
Freedom Forever is a licensed contractor in each state it Operates in. For more information about our contractor licenses, Please visit www.freedomforever.com/licenses
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Homeowner ("Customer")
Homeowner Name:Diane Ashoff Co-Homeowner Name (if applicable): Doug Stone Phone: (602) 580-8310 Phone: (602) 775-3730
Installation Address ("Property")
23013 Peak View Road, Wittmann, AZ 85361
Total Installed System Price ("Contract Price") (including all Down Payment finance charges)
$ 42,935.20 $
(Due on Effective Date) Customer Initials: __________ 5/4/2021 | 11:41 PM PDT Customer #2’s Initials: __________
Payment Schedule
Customer will make payments according to one of the following schedules (as applicable):
Third-Party Financed Projects: Customer Self-Financed Projects:
Payment due upon Completed Installation (as defined below): Payment due upon signing this Agreement: 1,000.00 ______ 42,935.20 ______ (100% of System cost) Payment due upon Completed Installation: 34,348.16 ______ (80% of System cost)
Customer Initials: __________ Payment due upon the Completed Installation passing final Customer #2’s Initials: __________ inspection: 7,587.04 ______ (Remaining balance)
Customer Initials: __________ Customer #2’s Initials: __________
Description of the System to be Installed ("System")
Panels: Longi 350W Additional Components | Allowances | Notes | Variances: Inverters: SolarEdge Monitoring System: SolarEdge Mounting Type: Roof Mount Make and Model: Customer Initials: __________ Customer #2’s Initials: __________
Proposed Start and Completion Schedule: The following schedule will be adhered to unless circumstances beyond Freedom Forever's control arise:
Proposed Start Date: Freedom Forever will begin the Work (as defined below) within 30 business days from the date of receiving all required permits, or the date the property is ready for installation, whichever comes later.
Completed Installation Date: The Work will be substantially completed approximately 30 days from the installation of the System.
[This Space Intentionally Left Blank]
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Signatures DO NOT SIGN THIS CONTRACT IF THERE ARE ANY BLANK SPACES Two identical copies of the contract must be completed and signed. One copy shall go to Customer. The other copy shall be kept by Freedom Forever.
Independent Sales Representative Customer Customer #2 (if applicable) Sales Rep Signature: Customer Signature: Customer Signature:
Name: Kayla chase Name: Diane Ashoff Name: Doug Stone
Phone: Date: 5/4/2021 | 11:41 PM PDT Date: 5/4/2021 | 11:23 PM PDT
Date: 5/4/2021 | 7:33 PM PDT
License No:
I hereby represent that this agreement was presented to the customer and that I obtained his/her signature to this agreement.
The Customer(s) are collectively referred to as the Customer.
The Customer is entitled to a completed copy of this Agreement, signed by both Customer and Freedom Forever, at the time the Customer signs this Agreement.
The Customer has the right to require any subcontractor that Freedom Forever may hire to have a performance and payment bond, but it is not required.
The Customer understands that in order to realize the benefit of the solar investment tax credit, Customer must have federal income tax liability that is at least equal to the value of the tax credit. Customer hereby acknowledges Customer has sought tax advice from a qualified tax professional and understands any tax benefits and burdens arising from this Agreement.
The Customer may pay off the full unpaid balance due under this Agreement at any time, and in so doing the Customer shall be entitled to a full rebate of the unearned finance and insurance charges.
The Customer may cancel this transaction at any time prior to midnight of the third (3rd) business day after the date the Customer signs this Agreement. See the attached Notice of Cancellation form for an explanation of this right.
It shall not be legal for the seller to enter your premises unlawfully or commit any breach of the peace to repossess goods purchased under this Agreement.
Utility rates and utility rate structures are subject to change. These changes cannot be accurately predicted. Projected savings from your distributed energy generation system are therefore subject to change. Tax incentives are subject to change or termination by executive, legislative or regulatory action. Customer’s Initials: ___________ Customer #2’s Initials: ___________
The Customer shall have the right to file a written complaint with the construction registrar for an alleged violation of section 32-1154. (A) of the Arizona Revised Statutes. The Registrar of Contractors may be contacted at (602) 542-1525 or https://roc.az.gov/. A complaint pursuant to this section must be filed within two (2) years from the time the alleged cause of action arose.
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TERMS AND CONDITIONS ARTICLE 1 - PARTIES
This Supply and Installation Agreement (this “Agreement”) is made and entered into as of the date of the last signature on the cover page hereof (the “Effective Date”) by and between Freedom Forever Arizona, LLC, a Delaware limited liability company (“Freedom Forever”) and the Customer (“Customer”). If the Customer is not the homeowner (the “Homeowner”), Customer shall provide Freedom Forever with written proof prior to the execution of this Agreement that the Homeowner consents to the System and the Work. Freedom Forever and the Customer are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
ARTICLE 2 - WORK
2.1. Work. Freedom Forever shall provide the Customer the following services at the address of _________________________ 23013 Peak View Road, (the “Property”) on the terms set forth in this Agreement (the “Work”): Wittmann, AZ 85361 a. Install the System and its components as described on the cover page, which includes design, supply and installation of all photovoltaic panels, inverter(s), AC & DC disconnects, wiring, conduit and overcurrent protection, and racking placement. b. Obtain necessary permits and submit necessary paperwork to your electric utility provider to receive permission to operate. 1. Freedom Forever cannot promise or guarantee the date your electric utility provider will provide permission to operate. Customer may not turn on the system until the electric utility provider has given its permission to operate. Customer is liable for any costs and/or damage relating to premature activation of the system. c. Provide all labor, material, equipment, supervision and delivery to furnish and install the entire System as specified under the terms of this Agreement. d. Conduct related filling and compaction. e. Coordinate building, electrical and utility inspections. f. Start up and test the completed System. g. Additional works described on page one.
2.2. Exclusions. Any alteration or deviation from the above specifications, including but not limited to any additional material and/or any labor costs incurred by such alteration or deviation, are not part of the Work, and shall only be executed pursuant to ARTICLE 6 of this Agreement, with the costs solely borne by the Customer. These alteration and deviation include but are not limited to:
a. Upgrade of existing main service panels, sub-panels or switchboards (if necessary) b. Upgrade, replacement or repair of existing roof, or supporting roof structure. c. Tree removal, fencing, weed abatement, curbing, gravel or landscaping. d. Non-standard groundwork (such as on difficult soil conditions). e. Additional grading, rock/boulder removal, blasting, coring, soil testing, compaction for footings, and trenching. f. Structural engineering calculations or analysis of existing structures. g. Habitat studies, additional inspections or fees of any type. h. Additional permitting requirements by local building authorities or jurisdictions, such as zoning, land use, architecture, planning, habitat, environmental, etc. i. Additional exclusions described on page one of this Agreement, initialed by both Parties.
2.3. Standard of Performance. Freedom Forever shall perform all construction and related services provided hereunder in a good and workmanlike manner, in accordance with all requirements of the documents contained in this Agreement, and all applicable laws, codes, regulations and other requirements, including safety requirements.
ARTICLE 3 - PROPERTY
3.1 Property. Freedom Forever shall install the System on the Property. Within ten (10) days of the Effective Date, the Customer shall make the Property available to Freedom Forever for performance of the Work. The Customer or any inhabitants of the Property are not required to vacate the Property during the Work, however, the Customer agrees and understands that there may be loss of power to the Property during the Work, and Freedom Forever is fully indemnified by Customer for any damage that may occur as a result of that loss of power. If the Customer is a Landlord, the Customer is solely responsible for providing any notice required by any lease to the tenant.
3.2 Ownership, Owner Consent Right to Install and Agent Authority. The Customer represents to Freedom Forever that all Homeowner(s) have consented to this Agreement, and/or the agent has the authority to sign this Agreement, that the Customer has the right to enter into this Agreement and to install the System on the Property. The Customer also represents that, if applicable, the HOA, Condominium Board or similar governing body (the “Board”) has consented to the Work being performed at the Property and that any issues resulting from the HOA or Board are the responsibility of the Customer, including but not limited to payment for all charges incurred by Freedom Forever if any entity required the Work to be altered or to cease.
3.3 Site Inspection. The Customer agrees to allow Freedom Forever and construction professionals (including engineer, architect, licensed contractors, or their representatives) (collectively “Subcontractors”) hired by Freedom Forever to access the Property to inspect any buildings and roofs prior to the installation of the System to ensure that the Property can accommodate the System. Notice shall be required twenty- four (24) hours in advance and access shall be reasonably granted by Customer thereafter.
3.4 Access Rights. The Customer grants to Freedom Forever and the Subcontractors the right to access all of the Property for the purposes of (a) designing, installing, constructing, testing, operating, maintaining, repairing and replacing the System or making any additions to the System or installing complementary technologies on or about the location of the System, and performing Freedom Forever’s obligations under this Agreement; (b) installing, testing and maintaining electric lines and inverters and meters, necessary to interconnect the System to the Customer’s electric system at the Property and/or to the utility’s electric distribution system; (c) taking any other action reasonably necessary in connection with designing, installing, constructing, testing, operating, maintaining, repairing and replacing the System; or (d) 4|Page DocuSign Envelope ID: 986D52D8-E094-4200-9A61-4E2DC53738C3 Received 10/13/2023 ROC Legal
repair of any damage to roof, wall or any part of the property determined by Freedom Forever to be caused by the installation of the System. This access right shall continue for up to ninety (90) days after the later of the termination of this Agreement or the expiration of the Production Guarantee Term (as defined in EXHIBIT A), if applicable, and per the below requirements:
3.4.1. Reasonable Notice. Freedom Forever shall provide the Customer with twenty-four (24) hours’ notice of its need to access the Property whenever reasonable and when not in the case of emergency.
3.4.2. No interference. During the time that Freedom Forever has access rights, the Customer shall ensure that Freedom Forever’s access rights are preserved and shall not interfere with or permit any third party to interfere with such rights or access.
3.4.3. Prevention of Access. Any act, negligence or omission of the Customer, its representative or by any third party that prevents or delays Freedom Forever from performing its obligations under this Agreement shall not be counted against the time of performance set in this Agreement. Freedom Forever shall not be responsible for any resulting loss or damage from such delay.
3.5. Removal of Hazardous Materials. The Customer agrees to provide a safe and secure work environment at the Property during the term of this Agreement. The Customer shall be responsible for removal and any costs incurred for the removal of hazardous materials, including asbestos, PCBs, petroleum, or hazardous waste material uncovered or revealed at the Property. If any hazardous materials are discovered, Freedom Forever may immediately cease all the Work in connection with such hazardous condition(s) in any affected area(s). Freedom Forever shall not be required to resume the Work until the Customer delivers written proof of all required local building authority permits related to: (i) specifying that such condition(s) and all affected area(s) have been rendered safe by the building authorities for the resumption of the Work, or (ii) specifying any special conditions under which the Work may resume safely. Any work stoppage due to unavailability of the Property due to the discovery and removal of hazardous materials does not relieve the Customer’s obligation to fulfill this Agreement, and any completion dates.
3.6. Existing Conditions. Freedom Forever is not responsible for and bears no liability for the performance of existing electrical equipment at the Property, including but not limited to the main electrical service panel, any major electrical devices, and/or any other similar devices.
ARTICLE 4 - PAYMENT
4.1. Price. In consideration of performance of the Work and installation of the System, the Customer shall pay to Freedom Forever the Total Contract Price, as defined on page one of this Agreement. The Total Contract Price shall be paid in full upon Completed Installation.
4.2 Payment. Customer agrees to pay the Total Contract Price as set forth on page one of this Agreement plus all applicable taxes. Customer may choose to finance the Total Contract Price by entering into a financing agreement with a third party. If Customer chooses to enter into an arrangement with a third party for financing of the Total Contract Price, Customer understands that Customer is directly contracting with a third-party financing company and not Freedom Forever for financing services. Customer will remain obligated for the full Total Contract Price until full payment is received by Freedom Forever.
4.3 Down Payment. Upon the Effective Date, the Customer shall pay to Freedom Forever a Down Payment in an amount provided on page one of this Agreement to Freedom Forever. Freedom Forever agrees to refund the full amount of the Down Payment if the Customer cancels the Agreement within three (3) days following the Effective Date. Any cancellation after three (3) days following the Effective Date will cause a forfeiture of the Down Payment. If neither Party cancels the Agreement, the Down Payment shall be applied to the Total Contract Price. This ARTICLE 4.3 does not apply if the Down Payment as provided on page one of this Agreement is zero ($0).
4.4 Past Due Amount. Past due amounts shall accrue interest from the date such amounts were due until the date paid at an interest rate equal to the lesser of twelve percent (12%) per annum or the maximum rate permitted by law.
4.5 Financing Payments. If Customer is financing the System, the timing and amount of the payments (and any applicable interest accrued) will be subject to the terms and conditions of the financing agreement with the finance company (the “Finance Company”). Any agreement between the Customer with regard to financing shall be solely between the Customer and the Finance Company.
4.6 Incentives. Depending on the state and/or utility district in which Customer resides, Customer may be eligible for state and local incentives and/or rebates. The incentive and/or rebate calculations provided to Customer are estimates. Those estimates are based on certain assumptions that may not be applicable based on the circumstances specific to the Work. However, actual incentives and/or rebates are variable as are eligibility requirements, funding availability and rates which may change. In an effort to assist Customer in capturing any applicable incentive and/or rebate, Freedom Forever will use good faith and reasonable efforts to help Customer to secure applicable incentives and/or rebates, but Freedom Forever shall have no financial obligation to the Customer regarding actual incentive and/or rebate amounts received. Customer agrees to pay the Total Contract Price in full regardless of the actual amount of any incentive and/or rebates Customer may or may not receive. Customer agrees to provide all necessary assistance to Freedom Forever to capture an inventive and/or rebate including but not limited to requested documentation and signatures on additional paperwork. Customer is responsible for any taxes and/or assessments required by federal, state or local governments or related regulatory agencies or utilities.
4.7 Taxes. Customer is responsible for all taxes related to the System and this Agreement, including taxes assessed on or arising from purchase, installation, ownership of the System, including all sales (which may be included as part of the Total Contract Price), use, and personal property taxes and real property taxes associated with the Property. Customer may have additional tax obligations as a consequence of adding the System to Customer’s home, and may be required to pay assessed value, property, and transaction privilege taxes based on Customer’s unique circumstances and local tax rules, where applicable.
ARTICLE 5 - TIME FOR PERFORMANCE; TITLE OF WORK
5.1. Commencement. Freedom Forever shall commence performance of the Work at the Property (“Commencement”) within thirty (30) business days from the date of receiving all required permits, or the date the Property is ready for installation, whichever comes later. Following 5|Page DocuSign Envelope ID: 986D52D8-E094-4200-9A61-4E2DC53738C3 Received 10/13/2023 ROC Legal
Commencement Freedom Forever shall diligently proceed to achieve Completed Installation.
5.2. Completed Installation. “Completed Installation” means the System is fully installed and is ready for start-up and testing.
5.3. Guaranteed Completion. Except as otherwise provided herein, Freedom Forever shall achieve Completed Installation within sixty (60) days from Commencement (the “Guaranteed Completion Date”).
5.4. Extension. Freedom Forever retains the sole and exclusive right to modify the Guaranteed Completion Date due to Force Majeure Events, Customer-Caused Delay, and other circumstances that are beyond the control of Freedom Forever, including but not limited to:
a. Product delivery time constraints by manufacturer(s); b. Availability of the Customer’s selected equipment; c. Completion of the Customer’s financing; d. Permit process; e. HOA’s and/or Condominium Board’s approval process; f. Weather conditions; g. Disease, pandemics and/or quarantines; or h. Acts of government.
Delays caused by such events do not constitute abandonment and are not included in calculating timeframes for payment or performance.
5.5. Title of System. Prior to Completed Installation, Freedom Forever has good title to all the System Assets (the “System Assets”). The System Assets mean all the Work and all materials delivered to the Property, whether or not actually incorporated in the System or the Property. Upon the Customer’s payment of the Total Contract Price, legal title and ownership of the System shall pass to the Customer.
ARTICLE 6 - CHANGED CONDITIONS
6.1 Right to Cancel.
6.1.1. Site Inspection Result. After site inspection by Freedom Forever as set forth in ARTICLE 3.3, Freedom Forever may cancel this Agreement and propose a new agreement (the “New Agreement”), based on the site inspection result at Freedom Forever’s sole discretion.
6.1.2. New Conditions. In the event that Freedom Forever discovers new conditions of the Property which were not discovered or revealed before the Effective Date, or in the event that environmental concerns unexpectedly arise and require involvement and/or further permits from local building authorities, Freedom Forever shall have the right to cancel this Agreement and propose a New Agreement.
6.1.3. Customer’s Right to Cancel. If Freedom Forever elects to cancel this Agreement and propose a New Agreement, Customer shall have the right to accept or reject the New Agreement. Until such New Agreement is executed by all Parties and the Three (3) Day Right to Cancel has passed, all Work shall cease. In the event the Customer decides not to proceed with the Work under the New Agreement, the Customer is solely responsible for paying for any Work performed under this Agreement, and, the removal and repair of the Property to substantially the same condition as it was prior to the Work being performed.
6.2. Extra Work and Change Orders. Extra Work and Change Orders become part of this Agreement once the order is prepared in writing and signed by the Parties prior to the commencement of work covered by the new Change Order. The Change Order must describe the scope of extra work or change, the cost to be added or subtracted from the contract, and the effect the order will have on the schedule of progress payments. Change Orders shall be executed using the Change Order Form in EXHIBIT B.
6.3. Discretionary Design Changes. Freedom Forever in its sole discretion may redesign the system to exclude up to eight (8) solar modules, or its equivalent wattage, or to increase the size of the system including without limitation, by installing up to eight (8) additional solar modules or increased efficiency solar modules including from a different manufacturer, and/or modify the location of the installation of the System on the roof at the Property without a Change Order.
ARTICLE 7 - LIMITED WARRANTY
7.1 Free of Material, Construction and Workmanship Defect. Subject to the limitations and other provisions of this Agreement, Freedom Forever warrants that the Work and the System will be free from defects in material, construction and workmanship ten (10) years following the Completed Installation (the “Limited Warranty”). Freedom Forever warrants the roof of the Property against damage and water infiltration at each roofing penetration made by Freedom Forever in connection with the installation of the System (the “Covered Roof Area”). This is not a warranty of the entire roof. If the roof has an existing warranty, Customer has the sole responsibility of confirming with the roofing contractor who performed the work that the installation of the System will not void any warranty. If the Work will void any existing roof warranty, the Customer proceeds knowing that this is the case. Any claim under the Limited Warranty must be made before the expiration of the Limited Warranty.
7.2 Warranty Exclusion. The Limited Warranty excludes products not manufactured by Freedom Forever. The Customer shall be entitled to all warranties, if any, provided by the manufacturers of the components, accessories and equipment that are not manufactured by Freedom Forever, but which Freedom Forever installs. These items generally include, but are not limited to, solar panels, inverters, and disconnect switches. Freedom Forever does not expressly warrant these items because it is not involved in the manufacturing process. Occasionally, a component, accessory or item of equipment will be unavailable for reasons beyond Freedom Forever’s control. If this should occur, Freedom Forever shall have the right to substitute a reasonably equivalent item. The Limited Warranty excludes any measuring or monitoring equipment or service.
6|Page DocuSign Envelope ID: 986D52D8-E094-4200-9A61-4E2DC53738C3 Received 10/13/2023 ROC Legal
7.3 Other Exclusions. The Limited Warranty does not extend to (a) normal wear and tear; or (b) damage or failure caused by (i) abuse or material neglect by the Customer, unless such action or inaction was taken or not taken, as the case may be, in reliance on and in compliance with written instructions provided by Freedom Forever, (ii) modifications not performed by or through Freedom Forever or an affiliate of Freedom Forever or in a manner materially inconsistent with or contrary to the written information or written instructions provided by Freedom Forever or contained in the vendor manuals provided by Freedom Forever, (iii) the negligent acts or omissions of the Customer or the Customer’s separate contractors, (iv) defects or deficiencies attributable to Force Majeure Events, (v) failure by the Customer to properly maintain or operate the System, or (vi) defects caused by the failure of the structural integrity of the support system by reason of any earth or fill ground movement.
7.4 Repair and Replacement. If the Customer discovers a breach of the Limited Warranty and makes a timely claim, then, as the Customer’s sole and exclusive remedy, Freedom Forever shall repair or replace the defective Work. Freedom Forever shall commence and complete such repairs or replacements within a reasonable time after receipt of the Customer’s notice of warranty claim. If a failure cannot be corrected by Freedom Forever’s reasonable efforts, the Parties will negotiate an equitable solution in good faith.
7.5 Disputes of Breach of Warranty. If Freedom Forever disputes whether a breach of warranty has occurred, any tests of the System shall be as mutually agreed, and Freedom Forever shall be notified prior to such testing and may be present at all tests that may be performed.
7.6 Reservation of Right to Access for Limited Warranty. Freedom Forever reserves the right to access the Property, after reasonable notice to the Customer, to repair, inspect or assess the performance of the Customer’s System
7.7 Exclusive Remedy. The Limited Warranty is the exclusive remedy for defects in material and workmanship provided under this Agreement, and is provided in lieu of all other warranties, express or implied. On expiration of the Limited Warranty, all liability of Freedom Forever for breach of warranty shall terminate.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, FREEDOM FOREVER MAKES NO REPRESENTATIONS AND GRANTS NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, UNDER THIS AGREEMENT, AND FREEDOM FOREVER SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE.
7.8 Transferability of Warranty. The Limited Warranty that the Work and the System will be free from defects in material, construction and workmanship in ten (10) years following the Completed Installation is transferable when the Customer conveys or transfers the Property to another party. The Customer or the transferee must give notice, in writing, to Freedom Forever within twenty (20) days from the effective date of the conveyance or transfer. The transfer of warranty shall be effective only if the transferee agrees to be bound by the conditions and terms of this Agreement. The transfer of warranty shall be effective upon Freedom Forever’s receipt of the written notice from transferee agreeing to the terms and conditions of this Agreement.
ARTICLE 8 - SYSTEM PRODUCTION
Freedom Forever will provide the Customer a production guarantee, as set forth in EXHIBIT A.
ARTICLE 9 - FORCE MAJEURE EVENTS; CUSTOMER-CAUSED DELAY
9.1 Force Majeure. For purposes of this Agreement, the term “Force Majeure Event” shall mean any event, condition or circumstance that delays or prevents a Party from timely performing obligations under this Agreement, or from complying with conditions required under this Agreement if such act or event, condition or circumstance, despite the exercise of reasonable efforts, cannot be avoided by, and is beyond the reasonable control of and without the fault or negligence of, the Party relying thereon as justification for such delay, nonperformance, or noncompliance, which includes, to the extent that the foregoing conditions are satisfied, war, sabotage, riots, insurrection, civil unrest or disturbance, military or guerilla action, terrorism, economic sanction or embargo, civil strike, work stoppage, slow-down, or lock-out; inclement weather, earthquake, abnormal weather condition or actions of the elements, hurricane, flood, lightning, wind, drought, volcanic eruption, Acts of God; unavailability of materials acceptable to Freedom Forever, fires, explosions, strikes, concurrent construction at Property affecting solar installation, government prohibitions, action or inaction of government or local utility, disease, pandemics, quarantines, or acts or omissions of other persons.
9.2 Customer-Caused Delay. For purposes of this Agreement, “Customer-Caused Delay” means delays caused by the Customer’s failure to comply with the Customer’s obligations under this Agreement, and any other delays caused by the Customer, the Customer's agents, or separate subcontractors.
9.3 Performance Excuse. On account of any ongoing Force Majeure Event, each Party shall be excused from performance of its obligations under this Agreement, other than payment obligations. Freedom Forever shall have the right to cancel this Agreement upon the occurrence of any Force Majeure Event or Customer-Caused Delay impacting the performance of the Work.
ARTICLE 10 - DEFAULT; TERMINATION
10.1 Default by Freedom Forever. Freedom Forever will be in default under this Agreement if any of the following occurs:
a. failure to perform its obligations under this Agreement which remains uncured for thirty (30) days after receipt of notice of default (the “Notice of Default”) which shall be sent in writing to Freedom Forever by tracked postal or courier service; or b. Freedom Forever admits in writing its insolvency, files or there is filed against it a voluntary petition in bankruptcy, is adjudicated bankrupt or insolvent or undertakes or experiences any substantially similar activity.
10.2. Remedies in Case of Default by Freedom Forever. If Freedom Forever is in default under this Agreement, the Customer may:
7|Page DocuSign Envelope ID: 986D52D8-E094-4200-9A61-4E2DC53738C3 Received 10/13/2023 ROC Legal
a. terminate this Agreement; and/or b. pursue any other remedy available to the Customer in this Agreement or by law.
10.3. Default by Customer. The Customer will be in default under this Agreement if any one of the following occurs:
a. the Customer fails to make any payment when it is due and such failure continues for a period of five (5) days. b. the Customer fails to perform any material obligation that the Customer have undertaken in this Agreement (which includes doing something the Customer have agreed not to do, like alter the System) and such failure continues for a period of thirty (30) days after written notice. c. the Customer has provided any false or misleading financial or other information to obtain this Agreement. d. the Customer assigns, transfers, encumbers, sublets or sells this Agreement or any part of the System without Freedom Forever’s prior written consent, except as provided in ARTICLE 7.8 above. e. the Customer makes an assignment for the benefit of creditors, admits in writing its insolvency, files or there is filed against the Customer a voluntary petition in bankruptcy, are adjudicated bankrupt or insolvent or undertakes or experiences any substantially similar activity. f. the Customer conceals or fails to disclose known unpermitted structures on the Property. g. the Customer willfully refused to obtain proper permits for discovered unpermitted structure.
10.4. Remedies in Case of Default by Customer. If the Customer is in default under this Agreement, Freedom Forever may take any one or more of the following actions. If the law requires Freedom Forever to do so, Freedom Forever will give the Customer notice and wait any period of time required before taking any of these actions. Freedom Forever may:
a. terminate this Agreement. b. suspend the performance of this Agreement. c. take any reasonable action to correct the Customer’s default or to prevent Freedom Forever's loss; any amount Freedom Forever pays will be added to the amount the Customer owes Freedom Forever and will be immediately due. d. require the Customer, at the Customer’s expense, to return the System or make it available to Freedom Forever in a reasonable manner. e. proceed, by appropriate court action, to enforce performance of this Agreement and to recover damages for the Customer’s breach. f. disconnect, turn off or take back the System by legal process or self-help, but Freedom Forever may not disturb the peace or violate the law. g. report the non-operational status of the System to the Customer’s utility informing them that the Customer is no longer net metering. h. charge the Customer a reasonable reconnection fee for reconnecting the System to the Customer’s utility or turning the Customer’s System back on after Freedom Forever disconnects or turns off the System due to the Customer’s default. i. recover from the Customer (A) all unpaid Total Contract Price amounts, taxes, and all or any other sums then due and owing, and (B) seek a pre or post judgment lien or similar security interest on or against the Customer’s home. j. recover from the Customer all direct and indirect, internal and external expenses incurred in partial completion of the Work, plus the lesser of fifteen percent (15%) profit thereon or the maximum percentage of profit permitted by applicable law. k. pursue any other remedy available to Freedom Forever in this Agreement or by law or in equity.
10.5. Multiple Remedies. By choosing any one or more of these remedies, Freedom Forever does not give up its right to use another remedy. By deciding not to use any remedy should this Agreement be in default, Freedom Forever does not give up the right to use that remedy in case of a subsequent default.
10.6. Reimbursement. The Customer agrees to repay Freedom Forever for any reasonable amounts we pay to correct or cover the Customer’s default. The Customer also agrees to reimburse Freedom Forever for any direct and indirect, internal and external costs and expenses Freedom Forever incurs, plus the lesser of fifteen percent (15%) profit thereon or the maximum percentage of profit permitted by applicable law, relating to the System’s return resulting from early termination.
10.7. Non-Default Terminations. If any of the following events arise, either Party may terminate this Agreement without further liabilities or obligations on either party: (a) issuance of an order of a court or other public authority having jurisdiction which requires all the Work to be stopped; or (b) Force Majeure Event that lasts more than three hundred sixty-five (365) days. Freedom Forever may terminate this Agreement if there is a failure to obtain all permits and governmental approvals required for performance of the Work.
ARTICLE 11 - INDEMNITY
11.1 To the fullest extent permitted by law, each Party shall indemnify, defend and hold harmless the other Party from and against any and all loss, damage, expense and liability, including fines, penalties, court costs and reasonable attorneys’ fees (collectively, “Liabilities”) incurred by such first Party in connection with or arising from any third-party claim for physical or other damage to or physical destruction of property or death of or bodily injury to any person to the extent caused by (a) any breach or violation of or default under this Agreement or any applicable legal requirements by; or (b) any willful misconduct or gross negligent acts or omissions of the second Party or its agents, subcontractors or employees or others under its control, provided, however, that in no event shall a Party be obligated under this ARTICLE to the extent such Liabilities arise due to the negligence or willful misconduct of the other Party or any third party.
ARTICLE 12 - LIMITATIONS OF LIABILITY
12.1 Limitation of Liability. Freedom Forever’s total liability to the Customer, from any and all causes (including all claims under the warranties described in this Agreement), whether based on contract, tort (including negligence), strict liability or any other cause of action, shall in no event exceed the Total Contract Price.
12.2 No Consequential Damages. NO PARTY SHALL BE LIABLE FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES OR LOST PROFITS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT. THIS LIMITATION WILL NOT BE INTERPRETED TO RESTRICT A PARTY’S INDEMNITY OBLIGATIONS WHERE SUCH OBLIGATIONS EXIST PURSUANT TO THIS AGREEMENT. 8|Page DocuSign Envelope ID: 986D52D8-E094-4200-9A61-4E2DC53738C3 Received 10/13/2023 ROC Legal
ARTICLE 13 - MARKETING AND CUSTOMER CONTACT
13.1 Signage. Customer agrees to allow a Freedom Forever marketing sign to be displayed at the Property beginning during the first day of Work and for one (1) month after Work is completed.
13.2 Publicity. Customer agrees and hereby authorizes Freedom Forever’s use of Customer’s voice, photographs, videos and likeness in print media, radio, television, e-mail, social media, web materials, and any audio and/or video recording. Customer agrees to authorize Freedom Forever’s use of the Property’s photographs and videos in print media, radio, television, e-mail, social media, web materials and any audio and/or video recording.
13.3 Autodialed Telephone Calls and Text Messages. Customer hereby knowingly or voluntarily consents to receive autodialed telephone calls and SMS text messages from Freedom Forever and its affiliates, contractors, or on our behalf at the mobile telephone number provided herein. These telephone calls and SMS text messages may include promotional material related to our services or others’ products and services, which may be sent using an automatic telephone dialing system. Customer understands that there is no requirement to agree to receive telephone calls and/or SMS text messages as a condition of entering into this Agreement. Standard call and text message charges may apply.
ARTICLE 14 - GENERAL PROVISIONS
14.1 Governing Law. This Agreement is governed by the laws where the Property is located.
14.2 Notices. All notices given by either Party hereunder must be in writing and delivered by personal delivery, certified mail (return receipt requested), or overnight courier. A notice shall be deemed received upon personal delivery, the promised delivery date after deposit with a reputable overnight courier, or five (5) days after deposit in the mail. Notices to either Party shall be sent to the respective address provided on the cover page or other address as provided in writing.
14.3 Electronic Records. Customer may be entitled by law to receive certain information “in writing”. However, Customer agrees that all information, documents, disclosures, notices, and agreements between Customer and Freedom Forever may be in electronic form (collectively, “Electronic Record(s)”). Customer further agrees that Freedom Forever may use and obtain electronic signatures (such as by clicking, checking, or signing using a digital pen) in the processing of Electronic Records. Freedom Forever will provide the Electronic Records by emailing them at the most recent e-mail address provided by Customer that Freedom Forever has on file and/or by making the Electronic Records available via a website address. Customer must notify Freedom Forever of any change in e-mail address(es). If Freedom Forever sends an Electronic Record, but Customer does not receive it because the most recent e-mail address that Freedom Forever has on file is incorrect, out of date, blocked by a service provider, filtered by a service provider as “spam” or “junk mail”, or Customer is otherwise unable to receive the Electronic Record, Freedom Forever will be deemed to have provided the Electronic Record to Customer. Customer must have a computer with an internet connection, a compatible web browser, Adobe Acrobat Reader version 8.0 or above, and a valid and accessible e-mail account. Customer may request a paper copy of any Electronic Record, and Freedom Forever will send a paper copy via U.S. mail within ninety (90) days.
14.4 Data. Freedom Forever may collect and store: nonpublic personal information about Customer, the System, energy usage, Customer credit report(s), and other related information; and may install, operate, and maintain a device on the Property that Freedom Forever may use to collect and store information about energy use and related information (collectively, “Data”). Freedom Forever may use any software related to operation of the System. Freedom Forever may use Data and access software to measure performance of the System. Customer agrees that Freedom Forever may use, store, and disclose the Data to our assignees, affiliates, actual or prospective lenders, financing parties, investors, insurers, acquirers, along with equipment manufacturers and suppliers associated with the System. Customer agrees that Freedom Forever may share the Data, including, without limitation, Customer’s name, contact information, Property location, and other information Freedom Forever has collected or obtained about Customer with our affiliates. Freedom Forever’s collection and processing of this Data is necessary for its legitimate interests, namely: the performance of a contract and to ensure the proper performance of the System; effectively communicating, responding, and resolving the queries and issues of Customer and Freedom Forever affiliates; and to administer, improve, and develop Freedom Forever’s existing and new services and business.
14.5 No False, Misleading, Defamatory or Abusive Language. Customer agrees that, at all times, Customer shall not make or cause to be made, directly or indirectly, any statement to any third party against Freedom Forever, its affiliates, its current and former directors, its current or former officers, and/or employees, that is false, misleading, defamatory and/or abusive language. Freedom Forever may take actions consistent with breach of this Agreement should it determine that the other party has made false, misleading, defamatory and/or abusive language (whether written or oral) about Freedom Forever, its affiliates, any of its current or former officers, and/or employees.
14.6 Arbitration and Attorney’s Fees. Pursuant to the Parties’ Dispute Resolution Agreement (EXHIBIT C), all claims, disputes, and other matters in question between the Parties to this Agreement, arising out of or relating to this Agreement, or the breach thereof, shall be submitted to arbitration in the State of Arizona. The rules and procedures of such arbitration will be the Arbitration Rules of the American Arbitration Association unless the Parties mutually agree in writing otherwise. The decision of the arbitrator(s) shall be final, conclusive and binding upon the Parties hereto, and shall be enforceable in any court of competent jurisdiction. The prevailing party in any arbitration or court proceeding shall be entitled to its reasonable attorneys’ fees and all related costs and expenses.
14.7 Class Waiver. Unless prohibited by applicable law, you, as Customer, agree to bring all claims against Freedom Forever, parent(s), subsidiaries, affiliates only in your individual capacity and YOU, AS CUSTOMER, ARE WAIVING THE RIGHT TO INITIATE OR PARTICIPATE IN A CLASS ACTION OR SIMILAR PROCEEDING.
14.8 Survival. Subject to the limitations and other provisions of this Agreement, EXHIBIT A, ARTICLE 11, ARTICLE 12, and ARTICLE 14, as well as any other provision that, in order to give proper effect to its intent, shall survive the expiration or earlier termination of this Agreement. 14.9 Our Licenses. Freedom Forever Arizona, LLC is a licensed contractor in Arizona. For information about contractor licensing requirements, 9|Page DocuSign Envelope ID: 986D52D8-E094-4200-9A61-4E2DC53738C3 Received 10/13/2023 ROC Legal
contact the applicable county and/or city. For general information about our licenses please visit http://www.freedomforever.com/licenses.
14.10 Release of Lien Claim. Upon satisfactory payment being made for the work performed, Freedom Forever, prior to any further payment being made, shall furnish to the person contracting for the home improvement an unconditional release from any potential lien claimant claim or mechanics lien authorized pursuant to Arizona law or that portion of the work for which payment has been made.
14.11 Insurance. Freedom Forever shall maintain all necessary insurance in the amounts required by Law.
14.12 Assignment. Except as provided in ARTICLE 7.8 above, neither Party may assign any of its rights hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the forgoing, Freedom Forever may, without consent of Customer, assign this Agreement to an affiliate of Freedom Forever. Any purported assignment in violation of this ARTICLE 14.12 shall be null and void.
14.13 Heirs, Successors and Assigns. The terms of this Agreement shall be binding upon the Parties hereto and their respective heirs, successors, assigns and legal representatives.
14.14 Right to Subcontract. Freedom Forever shall have the right to subcontract the performance of the Work and any other duties or obligations under this Agreement to a third party (a “Subcontractor”). In all cases, Freedom Forever shall be responsible and liable for the acts and omissions of each Subcontractor to the same extent as if such acts or omissions were by Freedom Forever or its employees and shall be responsible for all fees and expenses payable to any Subcontractor.
14.15 Waiver. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
14.16 Amendment and Modification. Except as covered under ARTICLE 6.2, this Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto.
14.17 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
14.18 Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to affect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
14.29 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
14.20 Entire Agreement. This Agreement constitutes the entire agreement between the Parties as to the subject matter hereof, and the Parties are not bound by any oral expression or representation by any agent of either Party purporting to act for or on behalf of either Party or by any commitment or arrangement not specified in this Agreement. Any plans, specifications, and other data furnished with or in connection with this Agreement are descriptive of the specifications and terms and conditions contained herein, and in case of conflict between the provisions stated in the plans and specifications or other data, and the terms of this Agreement, the terms of this Agreement shall prevail.
By signing below, Customer accepts Freedom Forever’s Terms and Conditions.
Customer Customer #2 (if applicable) Freedom Forever Arizona, LLC
Customer Signature: Customer Signature: /s/ Greg Albright
TITLE: President
NAME: Diane Ashoff NAME: Doug Stone NAME: Greg Albright
DATE: 5/4/2021 | 11:41 PM PDT DATE: 5/4/2021 | 11:23 PM PDT DATE: 5/4/2021 | 7:33 PM PDT
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LIST OF DOCUMENTS INCORPORATED INTO THIS AGREEMENT
Documents Incorporated in this Agreement:
1. Notice of Three-Day Right to Cancel 2. Notice of Cancellation (Freedom Forever Copy) 3. Notice of Cancellation (Customer Copy) 4. Production Guarantee (EXHIBIT A) 5. Change Order Form (EXHIBIT B) 6. Dispute Resolution Agreement (EXHIBIT C)
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CUSTOMER RECEIPT OF: NOTICE OF THREE-DAY RIGHT TO CANCEL
You, the Customer, have the right to cancel this Agreement within three (3) business days. You may cancel by e-mailing, mailing, faxing, or delivering a written notice to Freedom Forever at Freedom Forever’s place of business by midnight of the third business day after you received a signed and dated copy of the Agreement that includes this notice. Include your name, your address, and the date you received the signed copy of the contract and this notice.
If you cancel, Freedom Forever must return to you any amount paid by you prior to cancellation within ten (10) days of receiving the notice of cancellation. For your part, you must make available to Freedom Forever at your residence, in substantially as good condition as you received them, goods delivered to you under this contract of sale. Or, you may, if you wish, comply with Freedom Forever's instructions on how to return the goods at Freedom Forever's expense and risk. If you do make the goods available to Freedom Forever and Freedom Forever does not pick them up within twenty (20) days of the date of your notice of cancellation, you may keep them without any further obligation to pay for them. If you fail to make the goods available to Freedom Forever, or if you agree to return the goods to Freedom Forever and fail to do so, then you remain liable for performance of all obligations under the contract. You have a duty to take reasonable care of the goods in your possession before cancellation or revocation and for a reasonable time thereafter, during which time the goods are otherwise at Freedom Forever's risk. If Freedom Forever has performed any services pursuant to this Agreement prior to its cancellation, Freedom Forever is entitled to no compensation.
BY SIGNING BELOW, I ACKNOWLEDGE THAT I RECEIVED THE ABOVE “NOTICE OF THREE-DAY RIGHT TO CANCEL.”
CUSTOMER CUSTOMER #2 (IF APPLICABLE)
CUSTOMER SIGNATURE: CUSTOMER SIGNATURE:
NAME: Diane Ashoff NAME: Doug Stone
DATE: 5/4/2021 | 11:41 PM PDT DATE: 5/4/2021 | 11:23 PM PDT
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NOTICE OF CANCELLATION (Freedom Forever Copy)
5/4/2021 | 11:41 PM PDT _________________________ (Date of transaction)
You may cancel this transaction, without any penalty or obligation, within three business days from the above date.
If you cancel, any property traded in, any payments made by you under the agreement, and any negotiable instrument executed by you will be returned within ten business days following receipt by Freedom Forever of your cancellation notice, and any security interest arising out of the transaction will be cancelled.
If you cancel, you must make available to Freedom Forever at your residence, in substantially as good condition as when received, any goods delivered to you under the Agreement; or you may if you wish, comply with the instructions of Freedom Forever regarding the return shipment of the goods at Freedom Forever’s expense and risk.
If you do make the goods available to Freedom Forever and Freedom Forever does not pick them up within twenty days of the date of cancellation, you may retain or dispose of the goods without any further obligation. If you fail to make the goods available to Freedom Forever, or if you agree to return the goods to Freedom Forever and fail to do so, then you remain liable for performance of all obligations under the Agreement.
To cancel this transaction, mail or deliver a signed and dated copy of this cancellation notice or any other written notice, or send a telegram to Freedom Forever Arizona, LLC at 43445 Business Park Drive, Suite 110, Temecula, CA 92590 not later than midnight of the third business day after you received a signed and dated copy of the Agreement.
I hereby cancel this transaction.
______________________________ Customer’s Signature
_______________________________ Customer #2’s Signature (if applicable)
______________________________ Date
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NOTICE OF CANCELLATION (Customer Copy)
5/4/2021 | 11:41 PM PDT _________________________ (Date of transaction)
You may cancel this transaction, without any penalty or obligation, within three business days from the above date.
If you cancel, any property traded in, any payments made by you under the agreement, and any negotiable instrument executed by you will be returned within ten business days following receipt by Freedom Forever of your cancellation notice, and any security interest arising out of the transaction will be cancelled.
If you cancel, you must make available to Freedom Forever at your residence, in substantially as good condition as when received, any goods delivered to you under the Agreement; or you may if you wish, comply with the instructions of Freedom Forever regarding the return shipment of the goods at Freedom Forever’s expense and risk.
If you do make the goods available to Freedom Forever and Freedom Forever does not pick them up within twenty days of the date of cancellation, you may retain or dispose of the goods without any further obligation. If you fail to make the goods available to Freedom Forever, or if you agree to return the goods to Freedom Forever and fail to do so, then you remain liable for performance of all obligations under the Agreement.
To cancel this transaction, mail or deliver a signed and dated copy of this cancellation notice or any other written notice, or send a telegram to Freedom Forever Arizona, LLC at 43445 Business Park Drive, Suite 110, Temecula, CA 92590 not later than midnight of the third business day after you received a signed and dated copy of the Agreement.
I hereby cancel this transaction
______________________________ Customer’s Signature
_______________________________ Customer #2’s Signature (if applicable)
______________________________ Date
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EXHIBIT A PRODUCTION GUARANTEE
ARTICLE 1 - DEFINITIONS
The following defined terms have the meanings set forth below:
1.1 “Actual Annual kWh” means, for any Production Year, the AC electricity produced by the System in kilowatt-hours (kWh). 1.2 “Commencement Date” means the date of initial operation of the System. 1.3 “First Year Production” means the estimated production of the System as found in EXHIBIT A, ARTICLE 2.1. 1.4 “Guaranteed Annual kWh” means, for any Production Year, the amount of AC electricity generation guaranteed, as set forth fully in EXHIBIT A, ARTICLE 2. 1.5 “Guaranteed Energy Price” means $0.12/kWh. 1.6 “Production Guarantee” means this entire EXHIBIT A. 1.7 “Production Guarantee Term” means the period beginning upon Commencement Date and ending on the earlier of: (a) the twenty-fifth (25th) anniversary thereof; or (b) the termination of this Production Guarantee. 1.8 “Production Year” means the twelve (12) month period beginning on the 1st day of the month following Commencement Date, and each successive twelve (12) month period thereafter during the Production Guarantee Term. For example, if Commencement Date occurred on March 15, each Production Year would run from April 1 to March 31. 1.9 “Production Year Deficit Payment” means, for any Production Year, a refund payment by Freedom Forever to the Customer in an amount calculated in accordance with EXHIBIT A, ARTICLE 3.
ARTICLE 2 - PRODUCTION GUARANTEE
2.1 25731 Production Guarantee. The Guaranteed Annual kWh of the System for Production Year 1 is __________________ and is subject to all of EXHIBIT A, ARTICLE 2. Freedom Forever guarantees that in each Production Year the System will generate the Guaranteed Annual kWh for such Production Year, subject to the other terms and conditions as fully set forth in this EXHIBIT A.
2.2 Degradation. The Guaranteed Annual kWh shall degrade and reduce by five percent (5%) for the first year following Production Year 1 and by a half percent (0.5%) every year thereafter, throughout the Production Guarantee Term.
2.3 Production Year Surplus. If at the end of a Production Year, the Actual Annual kWh for such Production Year is greater than the Guaranteed Annual kWh for that Production Year, there will be no additional cost to the Customer for this surplus energy. However, this surplus will be carried over and used by Freedom Forever to offset any future Production Year Deficits.
2.4 Production Year 1 Adjustment. In the event the Actual Annual kWh for Production Year 1 is less than eighty-five percent (85%) of the Guaranteed Annual kWh described in EXHIBIT A, ARTICLE 2.1, Customer agrees to allow Freedom Forever to replace or install additional panels so that the Annual kWh for Production Year 1 meets at least eighty-five percent (85%) of the Guaranteed Annual kWh for Production Year 1, the new Guaranteed Annual kWh for Production Year 1 will be the original Guaranteed Annual kWh multiplied by eighty-five percent (85%) and the Guaranteed Annual kWh for future Production Years will be adjusted to reflect the change, and Customer shall still be entitled to submit a Performance Claim for the Production Deficit between the new Guaranteed Annual kWh and the Actual Annual kWh for Production Year 1. Freedom Forever will provide no notice of Production Year 1 Guaranteed Annual kWh adjustments made. In the event that Actual Annual kWh for Production Year 1 is greater than eighty-five percent (85%) but less than one hundred percent (100%) of the Guaranteed Annual kWh described in EXHIBIT A, ARTICLE 2.1, the new Guaranteed Annual kWh for Production Year 1 will be adjusted to the Actual Annual kWh produced in Production Year 1. Any adjustment of the Guaranteed Annual kWh is subject to the degradation schedule set forth in EXHIBIT A, ARTICLE 2.2.
2.5 No Adjustment on Surplus. Guaranteed Annual kWh will not be adjusted if the Actual Annual kWh for Production Year 1 exceeds the Guaranteed Annual kWh for Production Year 1.
2.6 Internet Requirement. During the Production Guarantee Term, the Customer shall maintain and make available, at the Customer’s cost, a functioning indoor internet connection with a router, one DHCP enabled Ethernet port with internet access and standard AC power outlet close enough and free of interference to enable an internet-connected gateway provided by Freedom Forever to communicate wirelessly with the System’s inverter. The Customer further agrees that maintaining such a high-speed internet connection is a prerequisite to the Production Guarantee.
2.7 Intentionally left blank.
2.8 Repair Parts. When performing any work under this Production Guarantee, Freedom Forever has the right, at its sole discretion, to repair or replace all or part of the System using new, remanufactured or refurbished parts or products.
2.9 Exclusion Events. The production guarantee set forth in EXHIBIT A, ARTICLE 2.1 does not apply to any failure of the System to achieve Guaranteed Annual kWh for any Production Year, to the extent caused by any of the following exclusion events (“Exclusion Events”):
2.9.1 Someone other than Freedom Forever or its approved service providers shuts down, installs, removes, re-installs, modifies, alters or repairs the System.
2.9.2 Destruction, damage, or vandalism to the System, or its ability to safely produce energy, which is not caused by conduct of Freedom Forever, its employees, subcontractors, or agents.
2.9.3 The Customer fails to perform or breach the Customer’s obligations under the Agreement, which failure or breach directly and
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materially affects the production of the System.
2.9.4 The Customer fails to provide access or reasonable assistance to Freedom Forever, to the extent any assistance is expressly required of the Customer under the Agreement, in diagnosing or repairing a problem, or fails to maintain the System as required by the Agreement and the recommendations of the manufacturers of the equipment which is part of the System.
2.9.5 The Customer fails to clean the modules at least once every six (6) months.
2.9.6 The Customer fails to take all reasonable steps to prevent any interference with the solar insolation that falls on the System.
2.9.7 The Customer fails to promptly notify Freedom Forever upon discovery of interference with the solar insolation that falls on the System even after taking all reasonable steps to prevent such interference.
2.9.8 Water ponding or puddling on the Customer’s roof (i.e., standing water that fails to drain) not caused by Freedom Forever or its approved service providers.
2.9.9 Damage resulting from mold, fungus and other organic pathogens, regardless of the cause.
2.9.10 Superficial changes in the appearance of the System components due to exposure to weather and atmospheric conditions (e.g. chalking or blemishes).
2.9.11 Shading from foliage that is new growth or is not kept trimmed to its appearance on the date the System was installed.
2.9.12 Force Majeure Events.
2.9.13 A power or voltage surge not caused by Freedom Forever, its employees, subcontractors, or agents, including a grid supply voltage outside of the standard range specified by the utility.
2.9.14 Any System failure or lost production not caused by a System defect (e.g., the System is not producing power because it has been removed to make roof repairs or the Customer have required us to locate the inverter in a non- shaded area).
2.9.15 Any System failure or lost production caused by equipment failure which is not subject to the Limited Warranty.
2.9.16 Theft of the System other than by Freedom Forever, its employees, subcontractors, or agents.
2.9.17 Regulatory shutdowns of the System.
2.9.18 Changes in the electrical characteristics of the building(s) on the Property.
2.9.19 Any failure to maintain a working high-speed internet connection pursuant to EXHIBIT A, ARTICLE 2.6.
2.10 Transferability of Production Guarantee. The Production Guarantee may be transferable when the Customer conveys or transfers the Property to another party. The Customer or the transferee must give notice, in writing, to Freedom Forever within twenty (20) days from the effective date of the conveyance or transfer. The transfer of the Production Guarantee shall be effective only if the transferee agrees to be bound by the conditions and terms of this Agreement. The transfer of the Production Guarantee shall be effective upon Freedom Forever’s receipt of the written notice from transferee agreeing to the terms and conditions of the Agreement.
ARTICLE 3 - PRODUCTION GUARANTEE CLAIM
3.1 Production Claim. If at the end of a Production Year the Actual Annual kWh for the Production Year generated by the System is less than the Guaranteed Annual kWh as mentioned in EXHIBIT A, ARTICLE 2, for that Production Year (a “Production Year Deficit”), then the Customer can make a claim about such deficit to Freedom Forever (“Production Claim”). The Customer must make any Production Claim within sixty (60) days following the end of the applicable Production Year. All Production Claims hereunder must be in writing, be identified as “Production Claim,” and be delivered to us in accordance with ARTICLE 14.2 of the Agreement.
3.2 Claim Review. After receiving the Customer’s Production Claim, Freedom Forever shall have the right to check Actual Annual kWh for the applicable Production Year and conduct on-site inspections on the Property for purpose of reviewing the production of the System and finding out the reasons, if any, which caused the Production Year Deficit. Within thirty (30) days after receiving the Customer’s Production Claim, Freedom Forever will notify the Customer of approval or rejection. In the event that Freedom Forever approves a Production Claim, which means a Production Year Deficit has occur and is not caused by any Exclusion Event, Freedom Forever will make a Production Year Deficit Payment.
3.3 Production Year Deficit Payment. Within thirty (30) days after the approval, we will send the Customer a payment equal to the difference between the Actual Annual kWh for that Production Year and Guaranteed Annual kWh for that Production Year (minus any previous years’ surpluses, as set forth in EXHIBIT A, ARTICLE 2.3), multiplied by the Guaranteed Energy Price Per kWh.
3.4 Calculation upon Exclusion Events. In the event any of the Exclusion Events, for purpose of calculating the Production Year Deficit Payment, if any, the production of the System during such event shall be deemed equal to the average production of the prior Production Years during the same time period.
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3.5 Monitoring Software Service. The Customer may, at the Customer’s cost, use any monitoring software service the Customer chooses for the System, provided that such monitoring software service be pre-approved by Freedom Forever.
ARTICLE 4 - MAINTENANCE AND REPAIRS; EXPANSION
4.1 Inspection of System. The Customer agrees that Freedom Forever shall have the right, with prior notice and at times reasonably agreed to by the Customer, to inspect the System to determine if the Customer has complied with the conditions set forth in this EXHIBIT A. In the event that any inspection discloses that the Customer has failed, on or prior to the date of such inspection, to be in compliance with any of the Customer’s obligations, then for purposes of calculating the Production Year Deficit Payment, if any, the production of the System during such compliance failure shall be deemed equal to the average production of the prior Production Years during the same time period.
4.2 Maintenance and Repair. The Customer irrevocably grants to Freedom Forever the right, during the Production Guarantee Term, to repair, replace, and maintain the System and appurtenant equipment, and to conduct on-site measurements, including, but not limited to, reading meters and installing and observing on-site monitoring equipment. The Customer shall cooperate fully with the exercise of such right by Freedom Forever pursuant to this ARTICLE 4.2. The Customer shall further cooperate with Freedom Forever’s performance of this Production Guarantee by providing utility information, and/or additional information as reasonably requested by Freedom Forever.
4.3 Expansion and Relocation. In the event an unforeseeable shading condition not caused by Freedom Forever exists and continues for five (5) days, the Customer agrees that Freedom Forever shall have the right to expand or relocate the System, or otherwise the Guaranteed Annual kWh for that Production Year or any future Production Years shall be reduced based upon such shading condition, and Freedom Forever will present the Customer with a proposed reduction to the Guaranteed Annual kWh for that Production Year or any future Production Years reflecting such interference.
4.4 Expenses. The Customer agrees that if the System needs any repair that is not the responsibility of Freedom Forever under this Agreement, or if the System needs to be expended or relocated to facilitate remodeling of the Property, the Customer will have Freedom Forever, or another similarly qualified service provider approved by Freedom Forever, perform such repairs and relocation at the Customer’s expense.
ARTICLE 5 - TERMINATION 5.1 Termination. If (i) the Agreement is terminated by Freedom Forever because of a default by the Customer, or (ii) the Agreement is terminated by either party because of any extended Force Majeure Events in accordance with ARTICLE 9.1 of the Agreement, this Production Guarantee shall be automatically terminated.
5.2 Deficit Payment upon Termination. If any termination occurs on a date other than the last day of a Production Year, Freedom Forever shall have no obligation to make a Production Year Deficit Payment for the Production Year in which the termination occurs.
ARTICLE 6 - NO SAVINGS GUARANTEE 6.1. No Savings Guarantee. Freedom Forever has not guaranteed, promised or otherwise represented any reduction in electricity costs in relation to the System that will be installed on the Property, and further provides no warranty or guaranty with respect to any cost savings from use of the System.
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EXHIBIT B CHANGE ORDER FORM
Customer Name(s): _______________________________________
Project Address: _______________________________________
Change Order Effective Date: _______________________________________
This Change Order will be incorporated by reference into and a made a part of the Supply and Installation Agreement dated ________________________ between ________________________________ and Freedom Forever Arizona, LLC (“Agreement”). Except as modified by this and any previously issued Change Order, all other terms and conditions of the Agreement remain in full force and effect.
The Customer may not require Freedom Forever to perform extra or change-order work without providing written authorization prior to the commencement of work covered by the new change order. A change order is not enforceable against the Customer unless it identifies the following in writing prior to the commencement of work covered by the new change order: (1) the scope of work encompassed by the order; (2) the amount to be added or subtracted from the contract; (3) the effect the order will make on the completion date. However, failure to comply with these requirements does not preclude the recovery of compensation for work performed based upon legal or equitable remedies designed to prevent unjust enrichment.
1. Mutual Change Order. The parties agree to make the following additions or modifications to, or deductions from the Agreement as follows:
A. EXPLANATION OF CHANGES: The Customer agrees to the following:
☐ Equipment Change:
From:_____________________________________________________________________________
To: _______________________________________________________________________________
☐ System Size Change:
From: ___________________________________________________________________________
To: _____________________________________________________________________________
☐ Performance Guarantee (“PG”) Change:
From: ___________________________________________________________________________
To: _____________________________________________________________________________
☐ Other Changes:
From: ___________________________________________________________________________
To: ___________________________________________________________________________
B. CHANGE IN PRICE:
Adjusted Price: ☐ Not Applicable ☐ Applicable
From: ____________________________________________________________________________
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To: _____________________________________________________________________________
C. GUARANTEED COMPLETION DATE ADJUSTMENT:
Adjusted Completion Date: ☐ Not Applicable ☐ Applicable
From:____________________________________________________________________________
To: _____________________________________________________________________________
D. OTHER ADJUSTMENTS, IF ANY:
☐ Not Applicable ☐ Applicable
From:____________________________________________________________________________
To: _____________________________________________________________________________
Additional explanation, if any: _________________________________________________________________________________
2. Accord and Satisfaction. The Adjusted Price, if any, constitutes full payment for the completed Work hereunder and for any delay, acceleration, disruption, inconvenience, loss of efficiency, cost, or expense arising out of, or incidental to, such Work.
3. Costs and Expenses. Each party shall pay its own costs and expenses in connection with preparing, drafting, negotiating and executing this Change Order, including but not limited to, the fees and expenses of its advisors, accountants and legal counsel.
1. CUSTOMER 2. CUSTOMER #2 (IF APPLICABLE) FREEDOM FOREVER ARIZONA, LLC
SIGNATURE: SIGNATURE: SIGNATURE:
/s/ Greg Albright
TITLE: President
NAME: NAME: NAME: Greg Albright
DATE: DATE: DATE: 5/4/2021 | 7:33 PM PDT
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EXHIBIT C DISPUTE RESOLUTION AGREEMENT
1. ANY CONTROVERSY, DISPUTE, CLAIM, OR DISAGREEMENT BETWEEN THE PARTIES RELATING TO OR IN CONNECTION WITH THIS AGREEMENT AND/OR THE WORK (“DISPUTE”) MUST BE RESOLVED EXCLUSIVELY BY BINDING ARBITRATION IN ARIZONA. THE ARBITRATION, INCLUDING SELECTION OF THE ARBITRATOR, WILL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA), UNDER ITS STREAMLINED ARBITRATION RULES AND PROCEDURES (“RULES”), AND DECIDED BY A SINGLE NEUTRAL ARBITRATOR AGREED ON BY THE PARTIES WITHIN THIRTY (30) DAYS OF THE COMMENCEMENT OF THE ARBITRATION. EITHER PARTY MAY INITIATE THE ARBITRATION PROCESS BY FILING THE NECESSARY FORMS WITH AAA. TO LEARN MORE ABOUT ARBITRATION, CUSTOMER CAN CALL ANY AAA OFFICE OR REVIEW THE MATERIALS AT WWW.ADR.ORG.
2. If Customer initiates the arbitration, Customer will be required to pay $250 toward the filing fee and Freedom Forever will pay the remainder of the arbitration fees and costs. If Freedom Forever initiates the arbitration, Freedom Forever will pay all the arbitration fees and costs. Each party will be responsible for its own attorneys’ fees and costs except that the prevailing party in any Dispute will be entitled to recover its attorneys’ fees, costs, and expenses from the non-prevailing Party, in addition to any other appropriate relief.
3. Arbitration must be on an individual (not class or representative) basis and the arbitrator may not award relief for or against anyone who is not a party. This means Customer agrees that neither Customer nor Freedom Forever may (a) join or consolidate claims in arbitration by or against any other parties, or (b) litigate in court or arbitrate any Dispute as a representative, member of a class, or in a private attorney general capacity. The arbitrator will have the authority to award any legal or equitable remedy or relief that a court could order or grant under this Agreement. However, the arbitrator may not change or alter the terms of this Agreement or make any award that would extend to any transaction other than Customer. All statutes of limitations that are applicable to any Dispute shall apply with respect to any arbitration between the parties. The arbitrator will issue a decision or award in writing, briefly stating the essential findings of fact and conclusions of law.
4. NOTICE: BY INITIALING IN THE SPACE BELOW, CUSTOMER IS AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THIS “ARBITRATION OF DISPUTES” PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY ARIZONA LAW AND CUSTOMER IS GIVING UP ANY RIGHTS CUSTOMER MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW CUSTOMER IS GIVING UP CUSTOMER’S JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE "ARBITRATION OF DISPUTES” PROVISION. IF CUSTOMER REFUSES TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, CUSTOMER MAY BE COMPELLED TO ARBITRATE UNDER APPLICABLE LAWS. CUSTOMER’S AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. CUSTOMER HAS READ AND UNDERSTANDS THE FOREGOING AND AGREES TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES” PROVISION TO NEUTRAL ARBITRATION. CUSTOMER ALSO ACKNOWLEDGES AND AGREES THAT CUSTOMER IS GIVING UP CUSTOMER'S RIGHTS TO PARTICIPATE IN A CLASS ACTION OR SIMILAR PROCEEDING.
Customer(s) Initials: 1)_______ 2)_______ GA Freedom Forever Initials:_____________
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I hereby represent that I have read and agreed to all the terms and conditions of this Agreement and I have read and separately acknowledged each disclosure, statement, and description bearing my initials or signature in this Agreement.
CUSTOMER SIGNATURE: CUSTOMER #2 SIGNATURE (IF APPLICABLE):
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Exhibit “B” Received 10/13/2023 ROC Legal
Dated: May 9, 2022
To: Diane Ashoff & Doug Stone 23013 Peak View Road Wittmann, AZ 85361
Via: Certified U.S.P.S. Mail Email: [email redacted]
Re: Notice of Customer Default Under the Supply & Installation Agreement
Dear Diane Ashoff & Doug Stone:
This letter shall serve to place you on notice of default under that specific Freedom Forever Supply & Installation agreement (the “Agreement”) that you executed.
As you should be aware, the Agreement provides in relevant part:
“Default by Customer. The Customer will be in default under this Agreement if any one of the following occurs:
a. the Customer fails to make any payment when it is due and such failure continues for a period of five (5) days. b. the Customer fails to perform any material obligation that the Customer have undertaken in this Agreement (which includes doing something the Customer have agreed not to do, like alter the System) and such failure continues for a period of thirty (30) days after written notice. c. the Customer has provided any false or misleading financial or other information to obtain this Agreement. d. the Customer assigns, transfers, encumbers, sublets or sells this Agreement or any part of the System without Freedom Forever’s prior written consent, except as provided in ARTICLE 7.8 above. e. the Customer makes an assignment for the benefit of creditors, admits in writing its insolvency, files or there is filed against the Customer a voluntary petition in bankruptcy, are adjudicated bankrupt or insolvent or undertakes or experiences any substantially similar activity. f. the Customer conceals or fails to disclose known unpermitted structures on the Property. g. the Customer willfully refused to obtain proper permits for discovered unpermitted structure.”
We have been unable to proceed with completing the installation of your project because you have refused to allow us on your property. By interfering with Freedom Forever’s ability to complete its scope of work, you have defaulted under the Agreement.
If your default continues beyond thirty (30) days from the date of this notice, in addition to any other remedies Freedom Forever may exercise arising from the Agreement, Freedom Forever will cease all attempts to complete the work under the Agreement and you will owe the total contract price under the Agreement without the benefit of an interconnected system.
1.888.557.6431 www.freedomforever.com 43445 Business Park Dr., Ste 110, Temecula, CA 92590 Received 10/13/2023 ROC Legal
Please contact us immediately to coordinate completion of installing the system while you still have an opportunity to do so.
Sincerely,
________________________ Michael Peterson Escalations Specialist Freedom Forever Arizona, LLC
1.888.557.6431 www.freedomforever.com 43445 Business Park Dr., Ste 110, Temecula, CA 92590 Received 10/13/2023 ROC Legal
Exhibit “C” Received 10/13/2023 ROC Legal
July 12, 2022
To: Diane Ashoff & Doug Stone 23013 Peak View Road Wittmann, AZ 85361
Via: Certified USPS Mail E-mail: [email redacted] & [email redacted]
Re: FINAL REMINDER of Notice of Customer Default Under the Supply & Installation Agreement
Dear Ms. Ashoff & Mr. Stone:
This letter shall serve as the final reminder that you are in default pursuant to provision 10.3 of the Freedom Forever Supply & Installation Agreement (the “Agreement”) that you executed on May 4, 2021.
Despite numerous attempts to reach you, the most recent being June 10, 2022, we have been unable to proceed with completing the installation of your project because you have failed to allow access to your property. If your default continues beyond fourteen (14) days from the date of this notice, and we do not hear rom you by July 26, 2022, we will proceed with any and all available legal remedies, including litigation.
Please contact us immediately to coordinate completion of any necessary documents to facilitate interconnection of the system while you still have an opportunity to do so.
Sincerely,
________________________ Michael Peterson Escalations Specialist, Freedom Forever Arizona, LLC Received 10/16/23, 8:37 AM State of Arizona Mail - Freedom Forever: Response to Case No. 2023-08929 10/13/2023 ROC Legal
Answers - AZROC <[email redacted]>
Freedom Forever: Response to Case No. 2023-08929 message
Jasmine Leser <[email redacted]> Fri, Oct 13, 2023 at 5:28 PM To: "[email redacted]" <[email redacted]> Cc: Regulatory <[email redacted]>
Hello,
Thank you for allowing Freedom Forever the opportunity to review this matter and provide a response. You'll find our response attached to this email.
If you have any questions or concerns, please don't hesitate to reach out. We're here to assist.
Best Regards,
Jasmine Leser
Escalations Specialist T: (951) 252-6439
E: [email redacted]
Freedom Forever www.freedomforever.com/careers
Join one of the fastest-growing
solar companies in America!
This message contains information that may be confidential and privileged. Unless you are the intended addressee (or authorized to receive for the intended addressee), you may not use, copy, or disclose to anyone the message or any information contained in the message. If you have received the message in error, please advise the sender by reply e-mail and delete the message.
https://mail.google.com/mail/b/AEoRXRQXFC1IBxcAsIY6y6HN2YJ_MKlLJ0lrxxXnvZAWjl7_5A9N/u/0/?ik=581c53cf5c&view=pt&search=all&permthid… 1/2 Received 10/16/23, 8:37 AM State of Arizona Mail - Freedom Forever: Response to Case No. 2023-08929 10/13/2023 ROC Legal 2023.10.13.Diane Ashoff AZ.pdf 975K
https://mail.google.com/mail/b/AEoRXRQXFC1IBxcAsIY6y6HN2YJ_MKlLJ0lrxxXnvZAWjl7_5A9N/u/0/?ik=581c53cf5c&view=pt&search=all&permthid… 2/2 Inspection Date: Inspection Date: Inspection Date: Inspection Date: Inspection Date: Inspection Date: Inspection Date: Inspection Date: Inspection Date: Inspection Date: Inspection Date: 8/10/23, 4:05 PM State of Arizona Mail - Jobsite Inspection Notification
Michael Wiskow <[email redacted]>
Jobsite Inspection Notification messages
Michael Wiskow <[email redacted]> Thu, Aug 10, 2023 at 8:48 AM To: [email redacted], [email redacted]
Please see attachments
-- Mike Wiskow Investigator #217 AZ State Registrar of Contractors 602.771.6750
attachments Complaint Form.pdf - 2023-08-10T084641.171.pdf 35K 20230810 C008 Jobsite Inspection Notice.pdf 246K
Doug Stone <[email redacted]> Thu, Aug 10, 2023 at 4:02 PM To: Michael Wiskow <[email redacted]>
Mr. Wiskow,
Thank you for the reply and update. I have 8/29/23 @ 10:00, if anything changes please let me know. I have 2 ladders that will give us roof access if needed. I have a white boxer dog, and he will be secured in his yard, he is friendly, just still a big puppy. I have attached a copy of the report I did for this case. The second half is about freedom forever, the first part is for the loan company(which is not your issue).
I write an opening and a conclusion for my reports. The internal of the report is verbiage from the companies contract.
Have a good weekend,
Doug
Sent from Mail for Windows
[Quoted text hidden]
Solar report for Ms Ashoff.docx 559K
Michael Wiskow <[email redacted]> Thu, Aug 10, 2023 at 4:05 PM To: Doug Stone <[email redacted]>
Sounds good, thank you. [Quoted text hidden]
https://mail.google.com/mail/u/0/?ik=e45caa793b&view=pt&search=all&permthid=thread-a:r1147979267764186518&simpl=msg-a:r918616973630066… 1/1 Mediation Notice
Mediation Services Mediation services are available to the parties. What is Mediation? Mediation is a method of resolving disputes where the parties can end conflict without the expense and time associated with the full administrative process. Who Participates in During mediation, a mediator will attempt to help the Mediation? parties find an optimal solution to the conflict. Both parties must agree to participate in mediation, and both parties must bring a representative to mediation that has full authority to settle the entire matter. Mediation Is Not Neither the Registrar nor the Office of Administrative Mandatory Hearings will penalize a party for not agreeing to mediation. Where do the Parties The parties will meet at the Office of Administrative Meet for Mediation? Hearings to participate in mediation.
The Office of Administrative Hearings is located at 1400 West Washington, Suite 101, Phoenix, Arizona 85007. When does Mediation can occur after the Registrar issues a citation, but Mediation Occur? before the administrative hearing. Why Should Parties Mediation can be an alternative to the full administrative Consider Mediation? process. Mediation is beneficial because it is (1) time- efficient, (2) cost-effective, (3) confidential, and (4) capable of providing flexible solutions to complex problems. How to Request If the parties wish to mediate this case, they must file a Joint Mediation Request for Mediation with the Office of Administrative Hearings. A Joint Request for Mediation is included with this Mediation Notice. REGISTRAR OF CONTRACTORS OF THE STATE OF ARIZONA _________________________ Case No. _______________ COMPLAINANT,
v. JOINT REQUEST FOR MEDIATION _________________________ RESPONDENT.
REQUEST
The parties jointly request that this matter be referred to mediation in the Office of Administrative Hearings (OAH). ☐ This matter is set for hearing on __________________(date). ☐ This matter is not currently set for hearing. MEDIATION AGREEMENT By requesting this mediation and signing below, the parties understand, represent, and agree: 1. The parties are prepared to commence mediation and will be ready for mediation on _____________________(date); 2. The parties will participate in the mediation process in good faith; 3. This request for mediation is not intended to hinder or delay administrative proceedings; 4. No party will contend that the mediation limits the power of OAH and its administrative law judges to conduct an administrative hearing and issue decisions under A.R.S. §§ 41-1092 – 1092.12; 5. The parties will be courteous and respectful throughout the mediation process to all participants; 6. The mediation is completely voluntary and the principal purpose is to allow the parties a full and fair opportunity to discuss settlement; of 3 REGISTRAR OF CONTRACTORS 1700 W. Washington St. Suite 105 – PHOENIX, AZ 85007-2812 Telephone (602)542-1525 1-877-692-9762 7. The mediator may conduct joint and separate meetings with the parties and may suggest resolutions to the parties’ dispute, but the mediator has no authority to impose a settlement upon the parties; 8. The mediation process is confidential. Communications made, material created for or used during, and acts occurring during mediation are confidential and may not be discovered or admitted into evidence in any proceeding except as provided by A.R.S. § 12-2238; 9. The mediator is not subject to service of process or a subpoena to produce evidence or to testify regarding any evidence or occurrence relating to the mediation except as provided in A.R.S. § 12-2238(C); 10. Neither the mediator, nor the Registrar of Contractors, nor the Office of Administrative Hearings is subject to civil liability for any act or omission in connection with any mediation service or activity except for acts involving
intentional misconduct or reckless disregard of a substantial risk of injury to the rights of others; 11. Throughout the mediation process, each party must have a representative present who will have full settlement authority to settle all claims at issue in the administrative
proceeding. 12. The mediation process will terminate when: a. The parties reach settlement; b. The mediator determines that further efforts at mediation are no longer likely
to achieve a settlement; or c. One of the parties withdraws from mediation. _____________________________________ _______________________ Complainant (or representative) Date
_____________________________________ _______________________ Respondent (or representative) Date
of 3 REGISTRAR OF CONTRACTORS 1700 W. Washington St. Suite 105 – PHOENIX, AZ 85007-2812 Telephone (602)542-1525 1-877-692-9762 PREHEARING DISCLOSURE STATEMENT INSTRUCTIONS ***DO NOT SUBMIT THESE INSTRUCTIONS WITH THE PREHEARING DISCLOSURE FORM***
ADMINISTRATIVE RULES A copy of the Arizona Administrative Code’s Rules for the Registrar of Contractors can be located on the Registrar’s Website.
PREHEARING DISCLOSURE REQUIREMENT Under A.A.C. R4-9-118(A), before a hearing, the parties must prepare a disclosure statement. The disclosure statement must contain: • A list of all the witnesses the party will call to testify, including the witnesses’ contact information and a brief description of the subject matter of the witnesses’ expected testimony; and • A list of all the exhibits that the party will use at the hearing.
FILE PREHEARING DISCLOSURE STATEMENTS • The Prehearing Disclosure Statements and Exhibits may be submitted to the Arizona Office of Administrative Hearings using any of the following: • Electronically: https://portal.azoah.com/submission/ • In-Person or by Mail: 1740 West Adams Street, Lower Level, Phoenix, Arizona 85007
EXCHANGING DISCLOSURE STATEMENTS AND EXHIBITS Under A.A.C. R4-9-118(B) (effective November 5, 2017), a party to the hearing must serve on every other party and file with the Office of Administrative Hearings a copy of: • The disclosure statement; and, • Any exhibit that the party will use at the hearing. Service: The disclosure statement and exhibits must be served on all parties in accordance with Arizona Administrative Code R2-19-108 Filing Documents. Under A.A.C. R2-19-108, service is completed by: • Personal delivery; • 1st class, certified or express mail; or • Facsimile. Timing: The disclosure statement and the exhibits must be served and filed not less than seven calendar days before the date of the hearing. Under A.A.C. R2-19-108, a document is served on a party: • On the date it is personally served; • Five days after it is mailed by express or 1st class mail; • On the date of the return receipt if it is mailed by certified mail; or • On the date indicated on the facsimile transmission.
CONSEQUENCES FOR FAILING TO DISCLOSE Under A.A.C. R4-9-108(C), if a witness or an exhibit is not timely disclosed as required the rules, and good cause for the failure to disclose is not shown, then the administrative law judge may: • Order that certain witnesses or exhibits not be used at the hearing; • Order that a particular fact is or is not established for the record; or, • Order that a charge, a defense, a claim, or some portion thereof, be dismissed.
Form RC-L-800A Prehearing Disclosure Statement Rev. 10/08/2019 Instructions Form PREHEARING DISCLOSURE STATEMENT FORM RC-L-800A
PART 1: WITNESS LIST DOCKET NO. Under A.A.C. R4-9-118(A), before a hearing, a party must prepare a disclosure statement containing a list of all the witnesses the party will call to testify, including the witnesses’ contact information and a brief description of the subject matter of the witnesses’ expected testimony. If you need additional space to list all witnesses, complete and attach additional Witness Lists. Example 1. Name 2. Telephone Number 3. Email Address
John Doe (123) 456-7890 [email redacted] 4. Subject Matter of Expected Testimony
John Doe will testify regarding the poor workmanship and poor installation of the Garage Door. Mr. Doe will also testify regarding the invoices and change orders for the project.
Witness 1. Name 2. Telephone Number 3. Email Address
4. Subject Matter of Expected Testimony
Witness 1. Name 2. Telephone Number 3. Email Address
4. Subject Matter of Expected Testimony
Witness 1. Name 2. Telephone Number 3. Email Address
4. Subject Matter of Expected Testimony
Witness 1. Name 2. Telephone Number 3. Email Address
4. Subject Matter of Expected Testimony
Form RC-L-800A Prehearing Disclosure Statement Rev. 1/15/2019 Page 1 of 3 PART 2: EXHIBIT LIST DOCKET NO. Under A.A.C. R4-9-118(A), before a hearing, a party must prepare a disclosure statement containing a list of all the exhibits that the party will use at the hearing. Note: All exhibits listed below must be provided to all parties to the hearing. See A.A.C. R4-9-118(B). If you need additional space to list all witnesses, complete and attach additional Exhibit Lists. Example Contract for new garage door. Invoice #10001 – Cost for garage door replacement.
Exhibit Exhibit Name
Form RC-L-800A Prehearing Disclosure Statement Rev. 1/15/2019 Page 2 of 3 PART 3: ACKNOWLEDGEMENT & SIGNATURE I certify that the above information is true and correct and that I will serve a copy of this disclosure statement and any exhibits listed in Part 2 to all parties to the hearing in accordance with A.A.C. R4-9-118. I acknowledge and understand that if I fail to properly disclose a witness or exhibit, the administrative law judge may: • Order that certain witnesses or exhibits not be used at the hearing; • Order that a particular fact is or is not established for the record; or, • Order that a charge, a defense, a claim, or some portion thereof, be dismissed.
I am the (check one): Complainant Respondent Docket No.
Print Name Signature Date
Form RC-L-800A Prehearing Disclosure Statement Rev. 1/15/2019 Page 3 of 3