SHIFT PROGRAM PARTICPATION AGREEMENT

WHEREAS econext is a not-for-profit association with a mission to accelerate clean growth in Newfoundland and Labrador through a focus on innovation, workforce, and net zero;

AND WHEREAS econext is the recipient of funding from the Federation of Canadian Municipalities’ Green Municipal Fund, an endowment created by the Government of Canada;

AND WHEREAS econext has partnered with the City of St. John’s to guide and support homeowners in the City of St. John’s through the transition process of making homes more energy efficient, comfortable, and cost-effective through the provision of information and resources (the “Shift Program”);

AND WHEREAS the Participant is a homeowner in the City of St. John’s and is desirous of obtaining information and resources regarding energy efficiency upgrades to their home (the “Property”);

NOW THEREFORE in consideration of the mutual covenants contained in this Agreement the Parties agree as follows:

SHIFT PROGRAM
1.1. The Shift Program is available to individuals who own an existing row house, townhouse, duplex, triplex, or fully detached dwelling, including two-apartment dwellings, (“Home”) within the boundaries of the City of St. John’s. The Home does not need to be owner-occupied in order to be eligible. Multi-unit residential buildings are expressly excluded from eligibility for the Shift Program. Partnerships and corporate entities are also excluded from eligibility for the Shift Program. For greater certainty, if any title holder to the Property is a partnership or corporate entity, then the Home is not eligible for the Shift Program.
1.2. The Shift Program will provide guidance to the Participant in the form of information and resources regarding home energy efficiency (the “Guidance”). Guidance is free of charge for the Participant. If, as a result of the Guidance, the Participant chooses to obtain an energy audit and/or perform any energy efficiency upgrades or retrofitting (the “Energy Efficiency Assessment and Work”), such costs will be borne solely by the Participant. For greater certainty, while the Shift Program will provide the Participant with information regarding funding and financing programs available for the Energy Efficiency Assessment and Work, the Shift Program will not, under any circumstances assume, contribute to, or pay for the costs associated with the Energy Efficiency Assessment and Work.
1.3. The Shift Program is comprised of six stages: (1) Navigation Stage; (2) Project Planning Stage; (3) Financial Planning Stage; (4) Construction Stage; (5) Commissioning Stage; and (6) Close Out Stage (the “Stages”). The Stages are set out in detail in the Participating Homeowner Workflow (Schedule “A”, which Schedule forms part of this Agreement). Schedule “A” is subject to revision at the sole discretion of econext.
1.4. At any one of the Stages, the Home Energy Navigator may refer the Participant to a third party, including but limited to a home energy auditor, a contractor, an independent financial planner and/or a financial institution (the “Third Party Service Providers”). The Participant agrees and acknowledges that they are under no obligation to complete any Energy Efficiency Assessment and Work or otherwise follow any information or advice from any of the Third Party Services Providers. The Participant shall assume all responsibility and liability for any action or inaction arising from or connected to the Participant’s interaction with and use of the Third Party Service Providers.
1.5. The Shift Program is subject to the availability of funds and may be terminated or discontinued at any time by econext, in its sole discretion, and without further notice. econext shall not be responsible for any costs, losses, or damages by the Participant arising out of, related to, or resulting from the termination or discontinuation of the Shift Program.

TERM OF AGREEMENT
2.1. This Agreement shall come into force by agreement to the Terms & Conditions associated with Registration into the Shift Program.
2.2. This Agreement shall continue to the completion of the Close Out Stage, as described in Schedule “A”, unless terminated earlier by one of the Parties in accordance with this section. All participant obligations under this Agreement as set out in Section 4 shall survive the termination of this Agreement. Further, any and all releases of liability and provisions of indemnity as set out in Section 6 shall survive the termination of this Agreement.
2.3. The Participant may terminate this Agreement and further participation in the Shift Program at any time by providing written notice to the Home Energy Navigator. The Participant agrees to participate in an exit interview with the Home Energy Navigator. The Participant shall retain sole responsibility for any costs and/or other contractual obligations to Third Party Service Providers for, related to, or connected with the Energy Efficiency Assessment and Work.
2.4. econext may terminate this Agreement without advance notice to the Participant if the Participant fails to abide by the obligations set out in Section 4 herein, including, but not limited to, fulfillment of any contractual obligations owed to any Third Party Service Providers for the Energy and Efficiency Work. econext may, at its sole discretion, terminate this Agreement without advance notice to the Participant if the Participant engages in disrespectful communication or behavior with any member of econext, its partners, and/or Third Party Service Providers. Further, econext may, at its sole discretion, terminate this Agreement if the Participant engages in publicly available oral or written communication that harms or brings disrepute to the Shift Program and econext’s reputation.

NO AGENCY RELATIONSHIP
3.1. Nothing in this Agreement shall be construed to constitute the Participant as an agent or representative of econext. The Participant shall not hold itself out as an agent or representative of econext. The Participant shall not enter into any contract in the name of or on behalf of econext or bind econext in any way.

PARTICIPANT OBLIGATIONS
4.1. As a prior and continuing condition to participate in the Shift Program, the Participant represents that they have a registered interest in title to the Property and, where applicable, that they have the consent of any other individuals who hold an interest in title to the Property to participate in the Shift Program. If the Participant conveys, assigns, or otherwise alters their title to the Property, the Participant shall notify econext within five (5) days.
4.2. The Participant represents that the Property is within the boundaries of the City of St. John’s, is a Home as defined herein, and is not owned by a partnership or corporation.
4.3. The Participant represents that they maintain a policy of home insurance on the Home, including both personal property coverage and third party liability coverage.
4.4. The Participant acknowledges and agrees that financing for the Energy Efficiency Assessment and Work may be available through a third party financial institution. The Participant is under no obligation to finance the Energy Efficiency Assessment and Work. If the Participant undertakes to finance the Energy Efficiency Assessment and Work, the Participant shall be solely responsible for the repayment of any loans.
4.5. The Participant acknowledges and agrees that by engaging an energy auditor and/or contractor to do the Energy Efficiency Assessment and Work, the Participant takes on sole responsibility and liability arising from any contractual obligations with the said energy auditor or contractor, including payment for services.

NO WARRANTIES OR REPRESENTATIONS
5.1. The Participant agrees and acknowledges that:
5.1.1. econext does not make any representation or warranty as to the fitness for use of any products or services for their intended purpose or otherwise provided under the Shift Program;
5.1.2. the energy cost savings and other benefits described in connection with the Shift Program are based on estimates and actual results may differ;
5.1.3. econext does not provide any guarantee on the amount of energy cost savings or other benefits that the Participant may generate because of the Energy Efficiency Assessment and Work;
5.1.4. econext does not provide any warranty over the work performed by the Participant, the Participant’s contractor, or any other Third Party Service Providers that the Participant may be referred to through the Shift Program;
5.1.5. econext does not provide any guarantee on the eligibility for or amount of rebates or any other type of financial incentives the Participant may receive by completing the Energy Efficiency Assessment and Work and econext is only providing Guidance about potential rebates and incentives that the Participant may be eligible to receive (which may not be an exhaustive list of all rebates and incentives available to the Participant).

LIABILITY AND INDEMNITY
6.1. The Participant shall hereby fully, irrevocably and forever release, acquit and discharge econext and its successors, assigns, heirs, administrators, elected and appointed officials, officers, representatives, employees, servants, and agents, without qualification or limitation, from and against any and all claims, manner of actions, causes of action, suits, losses, debts, dues, accounts, covenants, contracts, damages, costs, interest, liabilities, applications, directives, third party claims or actions of any nature or kind that the Participant had, now has or may hereafter have, whether presently known or unknown, matured or unmatured, arising out of, relating to, or resulting from the Shift Program and any services and benefits provided by econext under the Shift Program. econext will not be liable for any direct, indirect, special or consequential damages, costs or losses arising from the Guidance provided or any Energy Efficiency Assessment and Work completed, whether in accordance with manufacturer’s instructions or otherwise, or from any actions, negligence or misconduct by any third party providing services at any stage of the Shift Program outlined in Schedule “A”.
6.2. The Participant agrees not to make any claim or take proceedings against any other person or corporation which might claim contribution or indemnity under the provisions of any statutes or otherwise and to indemnify and save harmless econext, its successors and assigns from any such claims and demands, including all costs of defending and responding to same, inclusive of legal fees, disbursements and all related costs.

DATA AND PERSONAL INFORMATION COLLECTION AND USE
7.1. The Participant authorizes the Shift Program to collect, use and disclose the Participant’s personal information including but not limited to the Participant’s name, address, phone number, and email address and information about the Home, including but not limited to the building type, age, fuel source, records showing energy use and consumption for the period beginning three years prior to the date of Registration with the Shift Program and ending on the date three years after the Energy Efficiency Assessment and Work is complete (the “Personal Information”) for the purposes of providing Guidance to the Participant, including sharing information with the City of St. John’s, the Federation of Canadian Municipalities, Green Municipal Fund, and the Government of Canada. The Participant expressly and specifically authorizes the collection, use, and disclosure of the Personal Information both throughout the duration of their participation in the Shift Program and following the termination of their participation in the Shift Program.
7.2. The Shift Program shall collect the Personal Information for the purpose of communicating with the Participant, providing Guidance to the Participant, connecting the Participant with Third Party Service Providers, and for statistical purposes, including assessing and evaluating the reach and effectiveness of the Shift Program, in which case, econext will anonymize the Personal Information before disclosing to any third parties.
7.3. econext shall use reasonable measures to keep the Personal Information in confidence. It shall use measures no less secure than those employed to protect other confidential information in econext’s possession. econext will not share the Personal Information in any non-anonymized format with any third parties without the Participant’s consent. For greater certainty, econext may anonymize and share the Personal Information for the purpose of reporting to third parties, including funders.
7.4. The Participant agrees to provide econext with both the pre- and post-audit EnerGuide for Houses Renovation Upgrade Report.
7.5. The Participant agrees to participate in follow-up surveys, studies, audits, evaluations or verifications conducted by econext in connection with the Shift Program.

GENERAL
8.1. Applicable Law – this Agreement will be interpreted in accordance with and governed by the laws of the Province of Newfoundland and Labrador.
8.2. Dispute Resolution – if a dispute arises out of or relating to the interpretation, application, or performance of this Agreement, the Parties shall attempt to resolve the dispute by discussion or negotiation.
8.3. Complete Agreement – this Agreement constitutes the entire agreement between the Parties and supersedes all prior oral and written communication.
8.4. Modification – the Parties may only modify or amend this Agreement by mutual, written agreement.
8.5. Severability – any invalidity, in whole or in part, of any provision of this Agreement will not affect the validity of any other of its provisions.
8.6. Independent Legal Advice – the Participant acknowledges that they have received the opportunity to obtain independent legal advice and confirms by signing this Agreement that they have obtained or waived the right to obtain independent legal advice.
8.7. Successors and Assigns – This Agreement shall be binding upon and enure to the benefit of each of the Parties and their respective successors and permitted assigns.
8.8. Waiver – Failure by either party hereto to insist in any one or more instances upon the strict performance of any one of the covenants contained in this Agreement shall not be interpreted as a waiver of such covenant.