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HomeMy WebLinkAbout2011-129 County Manager - FacilityDude.com - Nicholas Mirisis Energy Consultant $n/a~~~ FacilityDude.com Agreement This FacilityDude.com Agreement (the "Agreement") is entered into by and between FacilityDude.com, Inc., a North Carolina corporation, with offices at 11000 Regency Parkway, Suite 200, Cary, North Carolina 27518 ("FacilityDude.com") and Orange County, North Carolina, a North Carolina local government entity, with offices at 200 South Cameron Street, Hillsborough, NC 27287 ("Customer"). This Agreement is effective as of the date the document has been signed by both parties (the "Effective Date"). This Agreement governs Customer's access to and use of the Service. As part of the Service, FacilityDude.com will provide you with use of the Service, including access to the system, data transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement, whether you purchase directly, through one of our other distribution channels or whether it is included as part of a service contract by a third party. Price and Payment You will pay or your third party agreement party shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. FacilityDude.com must be provided with a valid credit card or purchase order information as a condition to signing up for the Service, except for trial periods which allow you to try the service for a limited time after which FacilityDude.com must be provided with a valid credit card or purchase order information as a condition for continued service. You or your third party must also report and pay any applicable taxes to the appropriate governmental agency. Purchase orders may be subject to credit approval. We maintain the right to escalate our service fees upon client renewal. We will not escalate our service fees any more on a percentage basis than the relevant producer price index percentage escalation over the two most recent calendar years as published by the Bureau of Labor Statistics for similar products and services. Charges Facili#yDude.com will automatically renew and bill your credit card or issue an invoice to you or your third party paying for the service as follows: (a) every year for annual subscriptions, or (b) upon the commencement of the annual term and then at each subsequent anniversary of that initial term for continuous annual subscriptions, or (c) monthly invoicing or charges if payment terms are set upon a monthly billing program. The renewal charge shall be equal to the then current pricing schedule which is based on your number of facilities and/or your total square footage, unless FacilityDude.com notifies you in advance to the contrary. You will have 30 days after the date that any renewal fee is posted to notify FacilityDude.com that you wish to cancel your subscription, effective on receipt of such notification. All invoices shall be due and payable within 30 days after the invoice date. Provided however, in the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Page 1 of 8 Non-Payment If timely payment is not received or cannot be charged to a valid credit card or FacilityDude.com has not written notice of a disputed invoice, FacilityDude.com reserves the right to either suspend or terminate your access to the Service and account and terminate this Agreement. If FacilityDude.com receives a cancellation notice from you, you will be obligated to pay balance due on your account. You agree that FacilityDude.com may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. Non-Transferable Membership FacilityDude.com and its licensors grant to you a personal, non-exclusive, non-transferable license to use and display the audio and visual information, documents, products and software contained in or made available through the Service (the "Content") solely for your own internal business purposes. All rights not expressly granted by FacilityDude.com to you are retained. Restrictions You are permitted to store, manipulate, analyze, reformat, print, and display the Content only for your personal use. Unauthorized use of the Service, or the resale of the Services, is expressly prohibited, unless other legal arrangements have been negotiated. You shall not copy, license, sell, transfer, make available, distribute, or assign this license or the Content to any third party. Third Party Interaction In your use of the Service, you may enter into correspondence with, purchase goods and/or services, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. FacilityDude.com shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. FacilityDude.com maintains the right to offer advertisements on certain pages of the system. Links to Third Party Sites FacilityDude.com does not endorse any sites on the Internet which are linked through the Service. FacilityDude.com is providing these links to you only as a matter of convenience, and in no event shall FacilityDude.com be responsible for any content, products, or other materials on or available from such sites. User Accounts A user account is required to access the Service and may be accessed and used only by those authorized individuals who are registered with FacilityDude.com. To open a user account, you, your company or your third party providing the service must complete the registration process by providing FacilityDude.com with current, complete and accurate information as prompted by the registration form. In registering for the Service, you and your company's users agree to submit accurate, current and complete information about you and your organization, and promptly update such information. Should FacilityDude.com suspect that such information is untrue, inaccurate, not current or incomplete, FacilityDude.com has the right to suspend or terminate your usage of the Service. You will choose a personal, non-transferable password. User accounts cannot be "shared" or used by more than one individual. User licenses can be transferred to a new user only if a previous user becomes inactive and is unable to access the Service. Page 2 of 8 User Responsibilities You are also solely responsible for any and all activities that occur under your account and ensuring that you exit orlog-off from your account at the end of each session of use. You shall notify FacilityDude.com immediately of any unauthorized use of your password or account or any other breach of security that is known or suspected by you. You shall also use your best efforts to stop immediately any copying or distribution of Content that is known or suspected by you. FacilityDude.comshatl not be responsible for any unauthorized access to, or alteration of, your transmissions or data, any material, information or data sent or received, regardless of whether the data is actually received by FacilityDude.com, or any transactions entered into through the Service or failure to abide by this Agreement. Account Information and Data FacilityDude.com does not own any data, information or material that you submit to the Service ("Data"), unless we specifically tell you otherwise before you submit it. FacilityDude.comwitl not monitor, edit, or disclose any information regarding you or your account, including any Data, without your prior permission except in accordance with this Agreement. Please be aware that FacilityDude.com does provide statistical information such as usage, average costs or time values, or user traffic patterns in aggregate form to third parties or to service subscribers, but such information will not include personally identifying information about you or your organization. FacilityDude.com may access your account, including its Data, to respond to service or technical problems or as stated in this Agreement. You and/or your third party service provider, not FacilityDude.com, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Data and FacilityDude.com shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data. For more information, please refer to FacilityDude.com's online privacy policy below. Use, Storaee and Other Limitations FacilityDude.com acknowledges that this Agreement and any documents, memorandum, data, reports, analysis, compilations, records, pricing and evaluation of all or any portion of the transactions contemplated by this Agreement may be deemed public records and subject to disclosure, in whole or in part, pursuant to the North Carolina Public Records Law. Further, FacilityDude.com may not delete, edit, redact, discard, destroy or modify in any manner, documents and information deemed public records pursuant to North Carolina Public Records and Records Retention laws, without the prior written consent of the County. County will provide FacilityDude.com with prompt notice of any intended disclosures or requests for disclosure pursuant to the North Carolina Public Records Law and an appropriate opportunity to seek protection of confidential and proprietary information consistent with all applicable laws and regulations. The customer shall be responsible for all activities that occur under Customer's User accounts. Customer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify FacilityDude.com promptly of any such unauthorized use; and (iii) comply with all applicable local, state, federal, and foreign laws in using the Service and, if using the Service outside of the United States, not use the Service in a manner that would violate any federal or state laws of the United States if conducted therein. If FacilityDude.com deletes, edits, redacts, discards, destroys or modifies information in the Customer's User accounts and deemed a public record without prior consent of the County, and such public record becomes unavailable for disclosure in response to a public records request, FacilityDude.com Page 3 of 8 agrees that it shall be solely responsible for the defense of and the cost of defending any claim or complaint against the County based upon the County's inability to provide the information. FacilityDude.com agrees that if any such complaint or claim is filed it will indemnify County and will reimburse County for any and all damages awarded against County for County's refusal to disclose information FacilityDude.com claims is proprietary in nature. Provided however, FacilityDude.com shall not be liable for errors of loss of data in the Customer Account due to the actions of the Customer. Termination FacilityDude.com, in its sole discretion, may terminate your password, account or use of the Service. You may terminate your user membership upon notice to FacilityDude.com at any time. Upon termination, you will be granted a refund of any prepaid charges for the remaining term of your subscription starting within one month of our receipt of your notice less 20% of the prepaid balance. FacilityDude.com shall make available a file of Licensee's data, unless this service is provided by a third party as part of their service to you, in such case the Licensee's data shall be made available to such third party and FacilityDude.com will have no legal responsibility for such data to be provided to you. Licensee must make such request at the notification of termination to receive such file within (30) days of termination. In addition, FacilityDude.com may terminate a free account if you do not first log-on within 30 days after registration or 90 days since your last log-on. Upon termination of an account, your right to use such account and the Service immediately ceases. FacilityDude.com shall have no obligation to maintain any Data stored in your account or to forward any Data to you or any third party. Upon termination of the Agreement FacilityDude.com shall retain the information in the Customer Account for a period of thirty (30) days from the date of termination. Customer shall be solely responsible for making copies of the information in the Customer Account during that period. FacilityDude.com shall provide access to the Customer Account to enable Customer to back-up the information in the Customer Account for a period of thirty (30) days following termination of the Agreement. Cookies Cookies are files that your web browser places on your computer's hard drive and are used to tell us whether you have visited the Service previously. FacilityDude.com uses a persistent cookie to help save and retrieve usernames used on the Service. FacilityDude.com issues a session cookie only to record encrypted authentication information for the duration of a specific session. The session cookie does not include either the username or password of the user. Trademark Information FacilityDude.com, the FacilityDude.com logo, and FacilityDude.com "Answer guy",are trademarks of FacilityDude.com. Other FacilityDude.com product or service names or logos referenced in the FacilityDude.com Web site are either trademarks or registered trademarks of FacilityDude.com. The absence of a product or service name or logo from this list does not constitute a waiver of FacilityDude.com'strademark orother intellectual property rights concerning that name or logo. All other products and company names mentioned in the FacilityDude.com Web site may be trademarks of their respective owners. Use of any FacilityDude.comtrademark in commerce may be prohibited by law except by express license from FacilityDude.com. Proprietarv Rights FacilityDude.com acknowledges that County is a North Carolina local governmental entity and as such is subject to North Carolina Public Records Laws. In the event FacilityDude.com claims that information, Page 4 of 8 records, documents, or things created for, used in, or related to the performance of this Agreement are Proprietary in nature and therefore not subject to Disclosure under North Carolina Public Records Laws FacilityDude.com shall identify in writing those records, documents, or things prior to the commencement date of this Agreement. All data entered into the FacilityDude.com systems by our customers are owned and available to our customers by generating reports through the application interfaces. The customers can extract their data for copying and inspection by generating reports using the application interfaces provisioned through the purchased services. Data not accessible, not public, and protected as proprietary information to FacilityDude.com include data generated from formulas created by FacilityDude.com, source code, workflow logic, storage technology, anything not entered or generated by the customer. If a customer discontinues the purchased services, their public data may or may not be available, as FacilityDude.com is not obligated to maintain historical records for canceled services, except as provided herein. Should a public records request be made for information the FacilityDude.com claims is Proprietary in nature, County will, within a reasonable time, notify FacilityDude.com of such public records request. FacilityDude.com shall, within five (5) business days of said notification provide Notice pursuant to Section 11(i) that it does or does not object to the County disclosing the requested information pursuant to the subject public records request. If FacilityDude.com objects to the disclosure of the requested information, FacilityDude.com agrees that it shall be solely responsible for the defense of and the cost of defending any claim or complaint against the County based upon the County's refusal to disclose information FacilityDude.com claims is Pro{~rietary in nature. FacilityDude.com agrees that if any such complaint or claim is filed it will indemnify County and will reimburse County for any and all damages awarded against County for County's refusal to disclose information FacilityDude.com claims is proprietary in nature. FacilityDude.com agrees that it releases County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the release or disclosure or failure by the County to release or disclose information FacilityDude.com claims is Proprietary in nature. FacilityDude.com further agrees that it waives the right to file any court action for any such release, disclosure, or failure to release or disclose information FacilityDude.com claims is Proprietary in nature. Except for the licenses granted herein, you have no right, title or interest in or to the Service or any Content and FacilityDude.com or its licensors retain all proprietary right, title and interest, including copyright and all other intellectual property rights, in and to the Service and Content, including, without limitation, stories, articles, text, images, and other multimedia data. FacilityDude.com and/or other FacilityDude.com products and services referenced herein are either trademarks or registered trademarks of FacilityDude.com. The names of other companies and products mentioned herein may be the trademarks of their respective owners. Indemnification You shall indemnify and hold FacilityDude.com, its licensors, and each such party's parents, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents, harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys' fees and costs) arising out of or in connection with your use of the Service (including the Content) or breach of this Agreement. County will honor all indemnity provisions under the Agreement only to the maximum extent permitted Page 5 of 8 by applicable law. No section of the Agreement is intended to create a waiver of the County's rights or privileges as a sovereign entity. Disclaimer of Warranties FACILITYDUDE.COM AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. FACILITYDUDE.COM AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT: (I) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (II) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (III) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (V) ERRORS OR DEFECTS WILL BE CORRECTED, (VI) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY FACILITYDUDE.COM AND ITS LICENSORS. Limitation of Liability IN NO EVENT SHALL FACILITYDUDE.COM'S AGGREGATE LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL FACILITYDUDE.COM AND/OR ITS LICENSORS, BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO YOUR USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, EVEN IF FACILITYDUDE.COM OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL FACILITYDUDE.COM'S LICENSORS BE LIABLE TO ANYONE FOR ANY DIRECT DAMAGES OF ANY TYPE OR KIND (INCLUDING LOST PROFITS) OR FOR ANY INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), ARISING UNDER THIS AGREEMENT OR FROM PERFORMANCE THEREUNDER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, WHETHER OR NOT THEY HAD ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT SUCH DAMAGES MIGHT BE INCURRED, OR FOR ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, IN THE CONTENT. Local Laws and Export Control FacilityDude.com controls and operates this Service from its location in the United States of America and is subject to the United States Export Administration Laws and Regulations. FacilityDude.com makes no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be acquired for, shipped, transferred, or Page 6 of 8 re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor is or will be used for nuclear activities, chemical biological weapons, or missile projects, unless specifically authorized by the United States Government for such purposes. You shall comply strictly with all United States export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. Submissions FacilityDude.com alone will own all right, title and interest, including all related intellectual property rights, to any suggestions, ideas, feedback, recommendations, or other information provided by you relating to the Service ("Submissions") and you agree to assign such Submissions to FacilityDude.com free of charge. FacilityDude.com may use such Submissions as it deems appropriate in its sole discretion. Notice FacilityDude.com may give notice by means of a general notice on the Service, electronic mail to your e- mail address on record in FacilityDude.com's account information, or by written communication sent by first class mail to your address on record in FacilityDude.com's account information. You may give notice to FacilityDude.com (such notice shall be deemed given when received by FacilityDude.com) at any time by any of the following: electronic mail to sales@FacilityDude.com; letter sent by confirmed facsimile to FacilityDude.com at the following fax number: 919-459-3107; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to FacilityDude.com at the following address: FacilityDude.com, 11000 Regency Parkway, Suite 200, Cary, NC 27518. Modification to Terms The terms and conditions of this Agreement shall be amended by mutual written consent of the parties. Beneficiaries The rights and limitations in this Agreement are also for the benefit of FacilityDude.com's licensors each of whom shall have the right to enforce its rights hereunder directly and on its own behalf. General This Agreement will be governed by North Carolina law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. The Parties agree that jurisdiction and venue for any matter arising out of or pertaining to this Agreement shall be proper only in the state and federal courts located in Orange County and the Middle District of the State of North Carolina, and the Parties hereby consent to such jurisdiction and venue. No text or information set forth on any other purchase order, preprinted form or document shall add to or vary the terms and conditions of this Agreement. The English language version of this Agreement shall control. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and FacilityDude.com as a result of this agreement or use of the Service. The failure of FacilityDude.com to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by,FacilityDude.com in writing. This Agreement comprises the entire agreement between you and FacilityDude.com and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. Page 7 of 8 IN WITNESS WHEREOF, the parties have executed this Agreement. For Orange County, o adeS' Signed: Printed Name: ~~y,~ I~PTit~ Z~ Title: Co- Date: -~-AAap~2 1 For FacilityDude.com ~ ~ Signed: ~'~~`(~-~ Printed Name: a~"f'~~.•~/ {~Nv>C' f Title: ~C,~c.S ~,eQt~Ser~~T~YG Date: May?-~ , 011 ~ -~Y This instrument has been pre- audited in the manner required by the Local Government Budget and Fiscal Control Act Page 8 of S Proposal Prepared By. I tw t.~ r~ ,~' ,~ ; ~~,~ ~ ~_ ,: :~. . ' 3 i A r ;! 1 c . ;t ~' ~. ~ "~ .t { ~~~`~~ 1 ~ UtilityTrac Plus will enable you to better measureyour utility use and spending, manage your energy program through informed decisions, and save both your bottom line and the environment by optimizing your energy management efforts and reducing your energy costs. It also provides information needed for future energy related audits. ~ w ~~ ': ~ FacilityDude is committed to working with Municipalities and Local Governments organizations to assist with "green"/sustainabilityfnitiatives. There are two options to get started with UtilityTrac Plus: ,W~~ ,rt.: ti€~n ~ .~~~ With this option, the client will be responsible for paying the Quickstart and annual subscription amount to FacilityDude. All pricing is based on number of meters. Quick Start -Startup & Training One-time $1,625.00 ~+ Includes unlimited training sessions • Includes unlimited online support Annual Subscription -Year One Annual $3,965.00 Includes: up to 150 meters* Total First Year Cost FYC $5,590.00 A•++~+nnt fnr i^n 7f11 7 + T, .. "~~'~ „-~.,g~Ri:e~ ~~• Ongoing Annual Cost Annual $3,965.00 Year Two and Subsequent Years ~`Additionaimeters added above those documented will be charged accordingly. Ut~r T ~' Through a strategic alliance with FacilityDude, Johnson Controls Inc., has initiated a pool of funds for Municipalities and Local Governments to learn more about their energy usage and carbon footprint to provide energy audits and suggest opportunities to reduce cost and consumption. Johnson Controls Inc. is the market leader in energy savings programs and their participation adds significant value to your UtilityTrac Plus subscription. Quick Start -Startup & Training One-time $0 • Includes unlimited training sessions • Includes unlimited online support Annual Subscription -Year One Annual $0 Includes: up to 150 meters* Total First Year Cost -Johnson Controls Inc. funded FYC $0 . ~~ ~~ -~-ir_ nn Ongoing Annual Cost Annual billed $3,450.00 Year Two and Subsequent Years to client Addltlona/meters added above those documented will be charged accordingly. Option 2 funding will be provided on a first come, first serve basis. Funding will be provided for the Quickstart and first year annual subscription of UtilityTrac Plus. In addition, Johnson Controls Inc. will subsidize a portion of each subsequent year's annual investment and the remaining balance will be billed directly to you at the fixed price listed for year two and following. FacilityDude will provide a quote for the prorated amount to bridge the gap between the Johnson Controls Inc. funded initial year, and any months remaining prior to your next fiscal year. :~ til T In return for this funding you will agree to: 1. Cooperate with FacilityDude to get your account implemented and functional within the first 120 days of signing this agreement. If your account is not implemented in the first 120 days, FacilityDude will credit Johnson Controls Inc. the full amount and invoice you directly. 2. To allow FacilityDude to provide Johnson Controls Inc.: a. Branding and ad space on your login and web pages. b. Access to your data for anonymous use in their research programs. Any information that can be used to identify the account will be removed prior to submission in the research program. c. Access to your data for presenting energy saving ideas and opportunities to you that are specific to your operations. 3. To allow Johnson Controls Inc. the opportunity to provide you: a. Energy audits and reports b. Energy savings ideas and proposals ,,:, u~~r~yT ~. ;~a , ,. sv.~H ~'.,i °~'i j +9 II ',, "«~a.,7.r s M fi., 2'y' .~~ ~. s . r. ' ~ + • This proposal is valid for 30 days • This agreement is effective January 3, 2011 • Initial term: year to year • Automatic invoicing of annual fee will occur at the end of each term unless request for non- e renewal is received in writing 30 days prior to renewal date. • Payment: Terms are net 30 days • Sales tax is not included • Option 2 funding is on a first come first serve basis. When funding is exhausted, Option 2 will no longer be available. • Subscription begins January 3, 2011. • All required data is to be provided by you prior to setup. • Technical support is available from Sam to 6pm Eastern Standard Time. Please call 877-655-3833 for technical support. - A quote will be provided for any assistance outside the scope of this proposal. • Although the terms of this document control, all other conditions of use can be found at http:,[/www.facilitydude,com/terms and. use.php Please begin our UtilityTrac Plus subscription via: Option 1 Direct Subscription Option 2 ~ Utility Bill & Energy Analysis Program with Johnson Controls Inc. The undersigned accepts the above detail and agrees to the terms herein. SUBMITTE%~ Representati e Name ACCEPTED 137t7n ~n /~a ~,~~" ad l -~ Date ~ - ~ ~- i/ Cust~r S~/iature '/ _, IOW Gv . GG ~ F~~, ~..~ PrintName Please address the purchase order to: FacilityDude.com 11000 Regency Parkway, Suite 200 Cary, NC 27518 Date ~• POST t1011 This instrument has been pre- audited in the manner required by the Local Government Budget and Fiscal Control Act *** Please mail the original and email an electronic copy the signed proposal and purchase order to sales@facilitydude.com n / ~w n J /1,_