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05/18/2016 Agreement
. ' ' ,i, ' �� yr, -a ' 4.,\) - CLERK OF CIRCUIT COURT & COMPTROLLER oc, `� = � rl1! .," MONROE COUNTY,FLORIDA La• Ork 4' DATE: July 29, 2016 TO: Roman Gastesi County Administrator ATTN: Lindsey Ballard Executive Aide FROM: Cheryl Robertson Executive Aide to the Clerk of Court & Comptroller el At the May 18, 2016 Board of County Commissioner's meeting the Board granted approval and authorized execution of Item 02 Ratification by the Board of two small contracts, All Power Generators Corp for$45,000.00 and Facility Dude for$49,717.20 signed by the County Administrator. Enclosed is a duplicate original of the above-mentioned for your handling. Should you have any questions, please feel free to contact my office. County Attorney Finance File V 500 Whitehead Street Suite 101,PO Box 1980,Key West,FL 33040 Phone:305-295-3130 Fax:305-295-3663 3117 Overseas Highway,Marathon,FL 33050 Phone:305-289-6027 Fax:305-289-6025 88820 Overseas Highway,Plantation Key,FL 33070 Phone:852-7145 Fax:305-852-7146 - SIMPLE,AFFORDABLE ONLINE TOOLS TO MANAGE It 16 YOUR FACILITIES. • FACILITY DUDQ® 3/16/16 Dan Bensley Monroe County, FL The table below details the pricing of the various modules and services we have discussed. Pricing based on 810,000 square feet of facilities across the County. Pricing is pro-rated to line up with your fiscal cycle in October. Initial Investment Item (Software+ Implementation) MaintenanceEdge (Includes Locations Data Import) $5,557.20 On Site Data Gathering Service $29,160.00 PM Schedule Creation $8,100.00 On Site Training (3 Days) $6,900.00 TOTAL INITIAL INVESTMENT $49,717.20 Additional details and renewal amounts on the following attached proposals: 1) MaintenanceEdge Proposal 2) Data Gathering Proposal 3) On Site Training Proposal - 1 41564.si`s'.urtE(...'tpsr?, alt' gf(.crii,.P.p z"?."'te'g c&"ol/ I:.100 Regv.T-?Nf'fi4.'o f ".act` :�^.. ate/icvsla L.:1.1 `°,rt r3r.:;;'i.'1ai: toff, 1 1 1 1 1 t> s SIMPLE,AFFORDABLE Vi ONLINE TOOLS TO MANAGE YOUR FACILITIES. . FACILITY Du ►e 3/16/2016 Dan Bensley Monroe County 1100 Simonton St Key West, FL 33040-3110 Dear Dan, Thank you for your interest in FacilityDude's affordable suite of powerful, easy-to-use online tools that allow you to save money, increase efficiency, and improve services. FacilityDude is dedicated to providing best in class solutions with unlimited training and support.Ask us about our other affordable online solutions that are built exclusively for organizations just like Monroe County. Pricing is based on the total square footage of your facilities. Total Square Footage of Facilities:810,000 Item Term Investment MaintenanceEdge + Quickstart May—September 2016 $5,057.20 Locations Data Import One Time $500.00 Total Initial Investment $5,557.20 Renewal amount for October 1, 2016—September 30, 2017 is$9,905.70. Terms of Service: • Proposal has been prepared for Monroe County. • Proposal is valid for 30 days. k o cili jkal,cr4r7 / Rece+ f .fribtt 'in.22;rnr:}7,a k:'" .*' tt ttr. t r.uytt'."ae .}17"a - I ,.. • Initial Term:5 months • Automatic invoicing of annual fee will occur at the end of each term unless request for non- renewal is received in writing 30 days prior to renewal date. • Payment:Terms are net 30 days. • Applicable sales taxes are in addition to the quoted price. If Monroe County is tax exempt please email a copy of your Tax Exemption Certificate to accounting@facilitydude.com. • Please address purchase order to: FacilityDude.com, 11000 Regency Parkway Suite 200, Cary, NC 27518 • Training and startup assistance are available in an online format and through telephone support as indicated on our website. • Technical Support is available from 8am to 6pm EST. Please call (877)655-3833 for or email support@facilitydude.com for technical support. • Subscription begins upon written acceptance of terms and conditions of the proposal. • Data Imports, project management, and onsite training are outside of the scope of this proposal and are available at an additional cost. • FacilityDude.com's Terms of Use are governed by our online terms of use statement available at: http://facilitydude.com/privacy-terms-of-use/. Payment and Delivery Terms: • If within 60 days of order you are not completely satisfied, you can cancel your service for a full refund. • FacilityDude.com solutions are delivered for the client to access within 24 hours of the order. At FacilityDude, we are happy to work with your yearly budgeting cycle. If you would prefer a pro-rated annual fee based on your budget cycle, please let me know. I will provide you with the pro-rated cost based on the number of months remaining in your fiscal year. Thanks again for your interest in utilizing our web-native solutions to integrate and more efficiently manage your operations. Please feel free to contact me with any questions at 9196748754 or by email at chad.hines@facilitydude.com Sincerely, Chad Hines Account Representative Cell 8182160117 Office 9196748754 chad.hines@facilitydude.com Fax 919-827-0693 1..26E" 45-Pa 130 I .a?r".r h4ei::j ... ':E%,r: ,'I qt•.,v i 1 1 1 1 simko SIMPLE,AFFORDABLE 4 ONLINE TOOLS TO MANAGE YOUR FACILITIES. • FACILITY 3/16/2016 Dan Bensley Monroe County 1100 Simonton St Key West, FL 33040-3110 Dear Dan, Thank you for your interest in FacilityDude's affordable suite of powerful, easy-to-use online tools that allow you to save money, increase efficiency, and improve services. FacilityDude is dedicated to providing best in class solutions with unlimited training and support. Ask us about our other online solutions that are built exclusively for organizations just like yours. Pricing is based on the total square footage of your facility as well as the level of detail of the assessment. Total Square Footage of Facilities:810,000 Item Term Investment Equipment Inventory Data Collection (For MaintenanceEdge) One Time $29,160 PM Schedule Creation One Time $8,100 Investment includes: 1) An advance audit of your account with corrective action. 2) Onsite gathering data by industry experts. 3) Post-visit data review and import into your FacilityDude products. Scope of Work: PM Schedule Generation Delivered through FacilityDude's Certified Partner: EMG Corp Confirm the asset inventory collected: • The asset inventory collected will be reviewed with your staff and then imported into FacilityDude PM Schedule Gathering • EMG Corp will review PM Task Check-Off Lists with client • PM Schedules will be generated off the asset inventory collected by EMG Corp 1 1--. 5:-,-a 't -�i ,; l .ro� l,, ;; cli?r; I IlxQ Purr, Parkway m+i:0 Cory,i1f275.1 I „ifI t" j . ...� t^f+ � f�`I fil�ty t�r.'7 '# X.i >« d fV, 3r` i � !':�.e �#',.�if Id" +�•, 1 1 I 1 • • Client will provide technicians or contractors that PM Schedules should be linked to and confirm the frequency and start date for PM Schedules • EMG will provide a list of PM Schedules to be generated to confirm the load balancing for facility staffing PM Schedule Creation • EMG Corp will enter the agreed upon PM Schedules into FacilityDude • *Maximum PM Schedules Created =40 per building(focused on main buildings) PM Training • FacilityDude will provided any extra online training needed for client staff to run reports and to update PM Schedules based on future updates to the existing schedules being created. Scope of Work: Equipment Inventory Data Collection The following is meant to establish detail of deliverable that FacilityDude will provide on "Equipment Inventory (Data Collection Only)" assignments. These onsite activities are done in conjunction with FacilityDude's partner EMG. These projects will include the following: • Obtain major component level detail for populating MaintenanceEdge starting with spreadsheet of account parameters and existing equipment downloaded from client's account. • No report is provided. Deliverable is data populated to client's account. Information will be collected on the major pieces of facility equipment. Specifically, the data collection will focus on the following components: • MEP (level of detail to that for which Preventive Maintenance would be performed) o Heating System • Identify boilers, furnaces, and major labeled equipment. o Ventilation System ■ Identify the ventilation systems at the property. o Air Conditioning System • Identify the material air-conditioning components, including cooling towers, chillers, compressors, and major labeled equipment. • Excluded are window units,terminal units, above ceiling equipment, thermostatic controls. • Electrical o Major panels only-for identification to track maintenance. • Equipment o Building Automation System, Trash Compactors, Laundry (washers, dryers, roll ironer) • Plumbing -K 15 -, ' r i 'Cf.+-,if j, `'f`< u"jt, I Spa.+w« Rev 9,14.y?', ;,;-ey"r�' c. .._? ' r'*.T,,.zc ••.' . ram.•.;' I I 1 o Pumps and motors external to HVAC systems o Domestic Hot Water heaters over 80 gallons o Other major labeled equipment. • Commercial Kitchen- major equipment (above approximately$2000 value) o Walk-in freezer and refrigerator equipment o Ovens, stoves, broilers, grills o Reach-in refrigerators and freezers o Dishwashers o Fryers • Life Safety/Security o High Level (system level) only-for identification to track maintenance • Alarm Panels • Emergency generators • Exhaust hood fire suppression • Fire extinguishers ARE NOT collected on an individual basis. • Vertical Transport • Pump and Motor information (may need to limit this by size) • Compressor info included in HVAC NOTE TO HEALTHCARE CLIENTS: The level of data collection provided in this service provides much of what is required under current Joint Commission guidelines, but it DOES NOT provide complete Joint Commission Utility System Compliance. A complete equipment inventory for each system will be recorded with information populated to MaintenanceEdge including: • Building name (Location) • Building address • Date Built (when available) • Square footage of building (approximate) • Equipment item number(will be created if not existing) • System name (PM Classification Description) • Subsystem name (PM Type Description) • Verbal description of equipment (Description) • Manufacturer Name • Serial Number • Model Number • Notes (This is a free field for any misc. info client wants recorded) Terms of Service: ,V57. i,'.1; / i TTruto¢ l:fit�;�,..a.P c tr. I 1 7 fapci.'k1:r"1 ?�>w^tt4n?f �'.�,*cC... r y. 1C .�1..•":+ ' v. :.''h . +�'t a�. '6'.{".r; I 1 a • Proposal has been prepared for Monroe County. • Proposal is valid for 30 days. • Initial Term: 12 months • Automatic invoicing of annual fee will occur at the end of each term unless request for non-renewal is received in writing 30 days prior to renewal date. • Payment:Terms are net 30 days. • Applicable sales taxes are in addition to the quoted price. If Monroe County is tax exempt please email a copy of your Tax Exemption Certificate to accounting@facilitvdude.com. • Please address purchase order to: FacilityDude.com, 11000 Regency Parkway Suite 110, Cary, NC 27518 • Technical Support is available from 8am to 6pm EST. Please call (877)655-3833 for or email support@facilitvdude.com for technical support. • Services will be scheduled upon written acceptance of the terms and conditions of the proposal. • Pricing is based on FacilityDude having at least 1 month's notice for booking service for travel and living reservations. • Typical service dates are scheduled 8 to 10 weeks in advance. • Service dates are scheduled Monday-Friday • A service day is defined as up to 8 hours per day. • If a service day is rescheduled or cancelled by Monroe County., then Monroe County is responsible for any cancellation fees incurred by rescheduling or cancelling travel and living fees. • Dude Solutions maintains the necessary liability insurance for their products and services. Proof of insurance can be requested at any time. Although the terms of this document control, all other conditions of use can be found at http://facilitvdude.com/privacy-terms-of-use/. The undersigned accepts the above detail and agrees to the terms herein. SUBMITTED BY: CHAD HINES 3/16/2016 Representative Name Date ACCEPTED BY: ustonier Signature MONROE COUNTY ATTORNEY-1/ Date �� 9 / APPROVED AS TO FORM /} K751)10 6 G d/sex, s"TC:Av ,utiO plc Print Name Positio CH IS AMBROASIORNEY ASSI T C Date: a, fk:•?(I,_',Yr � , 7� ,,'�. `{r�r�:+ �,�,;raj: I 7 .14,,•,,, Y.�",E!';. 7 fir*, tiC t Z f,a. I I I SIMPLE,AFFORDABLE 1- ONLINE TOOLS TO MANAGE YOUR FACILITIES. FACiLITY Du Deg 3/16/2016 Dan Bensley Monroe County 1100 Simonton St Key West, FL 33040-3110 Dear Dan: FacilityDude's services are designed to help you maximize the value of your FacilityDude investment. FacilityDude is committed to helping you save money, increase your efficiency, and improve the services you deliver to your customers. This service will be tailored for the unique needs of Monroe County: Success Service Price per day Number of Days Total On Site Training $2,300 3 $6,900 Total Investment: $6,900 14356 r -D 1 E"f a. 3,% 1 !Peg**;1;i_';l ra:'°.c.'iri 1 `.3313 Re'C nf',, PPcW'i&'e,y a.Cary r 275V. 1 .n *MA k ts;, ::.'r+l e U U e r General • Proposal has been prepared for Monroe County and is valid for 60 days. • Services will be scheduled upon written acceptance of the terms and conditions of the proposal. • Pricing is based on FacilityDude having at least 1 month's notice for booking service for travel and living reservations. • Typical service dates are scheduled 8 to 10 weeks in advance. • Service dates are scheduled Monday-Friday • A service day is defined as up to 8 hours per day. • If a service day is rescheduled or cancelled by Monroe County, then Monroe County is responsible for any cancellation fees incurred by rescheduling or cancelling travel and living fees. • Dude Solutions maintains the necessary liability insurance for their products and services. Proof of insurance can be requested at any time. • Although the terms of this document control, all other conditions of use can be found at http://facilitydude.com/privacy-terms-of-use/. • Payment:Terms are net 30 days. The undersigned accepts the above detail and agrees to the terms herein. SUBMITTED BY: CHAD HINES 3/16/2016 Representative Name Date ACCEPTED BY: /1 2 /.6 Customer Signature Date /2,01,11ti pc. Print Name MONROAZIIVV .,'i'ion VED AS TO FOR Please address the purchase order to: FacilityDude.com CHRI AMBROS 11000 Regency Parkway,Suite 200 ASSI TANT,OU��TTORNEY Cary, NC 27518 Date: *** Please mail the original and fax or email a copy of the signed proposal and purchase order to 919-674-8515 or sales@facilitydude.com. R„- t ; 1 tag, '�`,�; '�+_.° + • i "`„.* :y..', �.tem I _�:?'z a`fi ?-h r'j• f 1*'.Pa�ix` `'C:_i,..:, CVO; I I Modified Privacy Policy & Terms of Use Agreement between FacilityDude.com and Monroe County, FL April 7, 2016 Privacy Policy Our policy is to respect and protect the privacy of our users. Our goal is to provide a "buyer centric" service to our members. This means we strive to represent the best interest of our members rather than the suppliers and advertisers that would like to sell products and services to our members. We will not willfully disclose individually identifiable information about our customers to any third party without first receiving that user's permission. What information does FacilityDude.com collect and how does FacilityDude.com collect it? FacilityDude.com collects several types of information from and about users of our services, which will vary depending on the type of service you have selected. Such information may include information by which you may be personally identified, such as your name, telephone number, e-mail address, billing address, user name and password, and other personal information when you sign up for our services or at other times. FacilityDude.com may also collect anonymous demographic information, which is not unique to you, such as your ZIP code, age, gender, preferences, interests and favorites. If you are using a FacilityDude.com mobile app, we may also automatically collect other types of information regarding certain details of your access to and use of such app, including your internet connection, mobile device unique device identifier, IP address, operating system, browser type, mobile network information and the device's telephone number. We may also collect real-time information about the location of your mobile device. The information we collect on or through our services may also include information that you provide by registering to use our services, posting material, requesting further services or reporting a problem with our services. Will FacilityDude.com disclose any of my personal information? FacilityDude.com will not disclose any of your personal information, except as described below, or when we believe in good faith that the law requires it, or to protect the rights or Page 1 of 18 FacilityDude.com TOU&Privacy Policy property of FacilityDude.com. Under confidentiality agreements, FacilityDude.com may match user information with third party data. FacilityDude.com does disclose aggregated user statistics (for example, 45% of our users are female) in order to describe our services to prospective partners, advertisers, and other third parties, and for other lawful purposes. If/when we do match user information, we endeavor to keep personal information confidential from those third parties. Additionally, if you make a purchase from our site, the information obtained during your visit to these areas, and the information that you give such as your credit card number and contact information, is provided to the merchant of record. These merchants can be FacilityDude.com or third party companies. These merchants have separate privacy and data collection practices. FacilityDude.com has no responsibility or liability for these independent policies. How does FacilityDude.com use my personal information? FacilityDude.com's goal in collecting personal information is to provide you, the user, with the most personalized web experience possible and our advertisers with an efficient means to reach the right audience. By knowing a little about you, FacilityDude.com is able to deliver more relevant content, and hence better service, to you. FacilityDude.com also uses your personal information to inform you of other products or services available from FacilityDude.com and its affiliates. FacilityDude.com may also contact you via surveys to conduct research about your opinion of current services or of potential new services that may be offered. Will FacilityDude.com use my information for direct or email mailings? We will send you information about our various products and services, or other products and services we feel may be of interest to you. You can remove yourself from this distribution list via a link in the communication. Only FacilityDude.com (or agents working on behalf of FacilityDude.com and under confidentiality agreements)will send you these direct mailings. Does FacilityDude.com use cookies and "lP Addresses"? Yes, cookies are used on FacilityDude.com in various ways. 1. We use cookies to be reminded of who you are and to access your account information (stored on our computers) in order to deliver to you a better and more personalized service. This cookie is set when you register. Page 2 of 18 FacilityDude.com TOU& Privacy Policy 2. Cookies are also used to estimate our audience size. Each browser accessing FacilityDude.com is given a unique cookie which is then used to determine repeat usage versus initial usage. IP Addresses FacilityDude.com collects IP addresses for the purposes of system administration and security only. Children under the age of 13 FacilityDude.com does not knowingly collect personal information from children under 13. If we learn we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 13, please contact us at info@facilitydude.com or by mail at the following address: FacilityDude.com, 11000 Regency Parkway, Suite 110, Cary, NC 27518. What else should I know about my privacy? Please keep in mind that whenever you voluntarily disclose personal information online - for example in discussion forums, through email, or in chat areas - that information can be collected and used by others. In short, if you post personal information online that is accessible to the public, you may receive unsolicited messages from other parties in return. Furthermore, while we strive to protect your personal information, FacilityDude.com cannot ensure or warrant the security of any information you transmit to us, and you do so at your own risk. In addition, FacilityDude.com partners and third party Internet sites and services accessible through FacilityDude.com or parties whom we inform you are collecting data in connection with sweepstakes, promotions, etc., have separate privacy and data collection practices, independent of us. FacilityDude.com has no responsibility or liability for these independent policies or actions. The point? You are solely responsible for maintaining the secrecy of your passwords and/or any account information. Please be careful and responsible whenever you're online. We use Google Analytics to conduct anonymous web traffic analysis for our site. While Google Analytics makes use of cookies, no personal information is ever collected or analyzed by this service. Our policy on Discussion Messages and Posts Page 3 of 18 FacilityDude.com TOU&Privacy Policy The content of these messages and posts are not necessarily those shared by FacilityDude.com, Inc. These opinions are expressly those of the online community members and their guests. FacilityDude.com makes no claims to agree with or disagree with the opinions expressed online. FacilityDude.com will make every attempt to maintain decorum at its discretion and will remove visitors' posts if they are deemed to be unacceptable. Terms and Use These Terms of Use (together with all other documents incorporated by reference, in each case as amended from time to time, this "Agreement") is the legal and binding instrument by and between you and FacilityDude.com and shall govern your access and 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. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MAY NOT COMPLETE YOUR REGISTRATION AND YOU MAY NOT ACCESS OR USE THE SERVICE. PLEASE READ THIS AGREEMENT CAREFULLY AND SAVE A COPY OF IT. 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 as outlined in the Charges section of this Agreement. The County's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Monroe County Board of County Commissioners. In the event that the County funds on which this Agreement is dependent are withdrawn, this Page 4 of 18 FacilityDude.com TOU&Privacy Policy Agreement is terminated and the County has no further obligation under the terms of this Agreement to FacilityDude.com beyond that already incurred by the termination date. Charges FacilityDude.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 up on a monthly billing program. FacilityDude.com maintains the right to escalate service fees in concordance with the Consumer Price Index (CPI) or three percent (3%), whichever is greater as of January 1 of the year the renewal term begins. FacilityDude.com will provide an invoice reflecting the renewal pricing at least sixty (60) days prior to the start of the renewal term. During each term, you will be entitled to receive enhancements, revisions, and updates of the products purchased at no additional fee, provided such updates, revisions, and releases do not constitute a new or separate product, as determined by FacilityDude.com. 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 will be paid in conformance with Florida Local Government Prompt Payment Act and upon invoice documentation acceptable to the Clerk. Non-Payment If timely payment is not received or cannot be charged to a valid credit card for any reason, 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 Page 5 of 18 FacilityDude.com TOU& Privacy Policy 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 Service, 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. The Service may also contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. You agree that when using a Communication Service, you shall not: ® Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others. • Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information. • Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents. o Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer. ® Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages. ® Conduct or forward surveys, contests, pyramid schemes or chain letters. ® Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner. o Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded. © Restrict or inhibit any other user from using and enjoying the Communication Services. • Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service. e Harvest or otherwise collect information about others, including e-mail addresses, without their consent. o Violate any applicable laws or regulations. Page 6 of 18 FacilityDude.com TOU&Privacy Policy FacilityDude.com has no obligation to monitor the Communication Services. However, FacilityDude.com reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. FacilityDude.com reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever. 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. User Responsibilities Page 7 of 18 FacilityDude.com TOU&Privacy Policy You are also solely responsible for any and all activities that occur under your account and ensuring that you exit or log-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.com shall 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.com will 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, Storage and Other Limitations FacilityDude.com reserves the right to establish or modify general practices and limits concerning use of the Service, including without limitation the maximum number of days that Content will be retained by the Service, the maximum disk space that will be allotted on FacilityDude.com's servers on your behalf. PUBLIC RECORDS COMPLIANCE In addition to other contract requirements provided by law, the Contractor must comply with Florida public records laws, including but not limited to chapter 119, Florida Statutes and section 24 of article I of the Constitution of Florida. The County and Contractor shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the Page 8 of 18 FacilityDude.com TOU&Privacy Policy • provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Contractor. Failure of the Contractor to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The Contractor is encouraged to have its advisors consult the Contractor about Florida Public Records Law in order to comply with this provision. Pursuant to Florida Law and the terms and conditions of this contract, the Contractor is required to: (1) Keep and maintain public records that would be required by the County in order to perform the service. The Contractor shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Provide the public with access to public records on the same terms and conditions that the County would provide the records and at a cost that does not exceed the reasonable and permissible cost provided in this provision or as otherwise provided by law. (4) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the County. (5) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records that would be required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Page 9 of 18 FacilityDude.com TOU&Privacy Policy the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (6) Upon a request made directly to the County to inspect or copy public records relating to the contract, and if the County does not possess the requested records, the County shall immediately notify the Contractor of the request, and the Contractor must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the Contractor does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Contractor. A Contractor who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section119.10, Florida Statutes. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTRACT THE CUSTODIAN OF PUBLIC RECORDS, PAMELA HANCOCK AT PHONE 305-292-4529 HANCOCK- PAMELA@MONROECOUNTY-FL.GOV, MONROE COUNTY PROJECT MANAGEMENT 1100 SIMONTON STREET ROOM 2-216, KEY WEST, FL 33040. Termination FacilityDude.com, in its sole discretion, may terminate your password, account or use of the Service and remove and discard any Data within the Service if you fail to comply with this Agreement. 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 Page 10 of 18 FacilityDude.com TOU&Privacy Policy 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. 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's trademark or other 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.com trademark in commerce may be prohibited by law except by express license from FacilityDude.com. Proprietary Rights 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 Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, FACILITYDUDE.COM shall defend and indemnify COUNTY and the COUNTY's elected and appointed officers and employees from and against claims, actions, litigation, administrative proceedings, appellate proceedings, or other proceedings relating Page 11 of 18 FacilityDude.com TOU&Privacy Policy to injury (including death), property damage, fine, or penalty caused by the negligence or intentional wrongful misconduct of FACILITYDUDE.COM or any of its employees, agents, sub-contractors or other invitees, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions of the COUNTY or any of its employees, agents, contractors or invitees (other than FACILITYDUDE.COM). Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement, this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this Agreement. Failure of FACILITYDUDE.COM to comply with the requirements of this section shall be cause for immediate termination of this agreement. Insurance Prior to execution of this agreement, FACILITYDUDE.COM shall furnish the COUNTY Certificates of Insurance indicating the minimum coverage limitations in the following amounts: WORKER'S COMPENSATION AND EMPLOYER'S LIABILITY INSURANCE: Where applicable, worker's compensation coverage to apply for all employees at a minimum statutory limits as required by Florida Law, and Employee's Liability coverage in the amount of$500,000 bodily injury by accident, $500,000 bodily injury by disease, policy limits, and $500,000 bodily injury by disease, each employee. COMPREHENSIVE AUTOMOBILE VEHICLE LIABILITY INSURANCE: Motor vehicle liability insurance, including applicable no-fault coverage, with limits of liability of not less than $300,000.00 per occurrence, combined single limit for Bodily Injury Liability and Property Damage Liability. If single limits are provided, the minimum acceptable limits are $100,000 per person, $300,000 per occurrence, and $50,000 property damage. Coverage shall include all owned vehicles, all non-owned vehicles, and all hired vehicles. COMMERCIAL GENERAL LIABILITY: Commercial general liability coverage with limits of liability of not less than $1,000,000.00 per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. CERTIFICATES OF INSURANCE. Original Certificates of Insurance shall be provided to the COUNTY at the time of execution of this Agreement and certified copies provided if requested. Each policy certificate shall be endorsed with a provision that not less than thirty (30) calendar days' written notice shall be provided to the COUNTY before any policy or Page 12 of 18 FacilityDude.com TOU&Privacy Policy coverage is canceled or restricted. The underwriter of such insurance shall be qualified to do business in the State of Florida. If requested by the County Administrator, the insurance coverage shall be primary insurance with respect to the COUNTY, its officials, employees, agents and volunteers. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS MUST BE NAMED AS ADDITIONAL INSURED ON ALL POLICIES EXCEPT WORKER'S COMPENSATION. 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 FacilityDude.com will, at all times during the Agreement, maintain appropriate insurance coverage as provided above in this Agreement. To the extent not offset by its insurance coverage and to the maximum extent permitted by applicable laws, in no event will FacilityDude.com's cumulative liability for any general, incidental, special, compensatory, consequential, or punitive damages whatsoever suffered by the County exceed the fees Page 13 of 18 FacilityDude.com TOU&Privacy Policy paid to FacilityDude.com by the County during the twelve (12) calendar months immediately preceding the circumstances which give rise to such claim(s) of liability even if FacilityDude.com have been advised of the possibility of such damages.CLIENT AGREES THAT FACILITYDUDE'S APPLICATIONS, INCLUDING WITHOUT LIMITATION ITS "SAFETY CENTER" APPLICATION ("SC"), ARE DOCUMENTATION TOOLS ONLY, AND THAT THE APPLICATIONS ARE NOT INTENDED TO PROVIDE EMERGENCY SERVICES OR PROTOCOLS, PROCEDURES OR ACTION PLANS IN THE EVENT OF A CRISIS OR EMERGENCY. WITHOUT LIMITING THE FOREGOING, CLIENT FURTHER AGREES THAT IT SHALL BE SOLELY RESPONSIBLE FOR: (1) CREATING AND MAINTAINING ITS EMERGENCY ACTION PLAN WITHIN SC, (2) ENSURING THAT CLIENT'S EMPLOYEES, CONTRACTORS AND OTHER PERSONNEL ARE PROVIDED ACCESS TO ITS EMERGENCY ACTION PLAN WITHIN SC, AND (3) CONTACTING (E.G., CALLING 911) EMERGENCY SERVICES IN THE EVENT OF AN ACTUAL CRISIS OR EMERGENCY. FACILITYDUDE SHALL HAVE NO RESPONSIBILITY OR LIABILITY AS A RESULT OF THIS AGREEMENT AND/OR CLIENT'S USE OF SC FOR DECISIONS MADE OR ACTIONS TAKEN OR NOT TAKEN IN THE EVENT OF A CRISIS OR EMERGENCY. 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 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. INDEPENDENT CONTRACTOR At all times and for all purposes under this agreement FacilityDude.com is an independent contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this agreement shall be construed so as to find FacilityDude.com or any of his employees, subcontractors, servants, or agents to be employees of the Board of County Commissioners of Monroe County. Page 14 of 18 FacilityDude.com TOU&Privacy Policy NONDISCRIMINATION FacilityDude.com agrees that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. FacilityDude.com agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5)The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8)Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to COUNTY and CONTRACTOR to, or the subject matter of, this Agreement. COMPLIANCE WITH LAW AND LICENSE REQUIREMENTS In providing all services/goods pursuant to this agreement, FacilityDude.com shall abide by all laws of the Federal and State government, ordinances, rules and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Compliance with all laws includes, but is not limited to, the immigration laws of the Federal and State government. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this Agreement. FacilityDude.com shall possess proper licenses to perform work in accordance with these specifications throughout the term of this Agreement. DISCLOSURE AND CONFLICT OF INTEREST Page 15 of 18 FacilityDude.com TOU& Privacy Policy FacilityDude.com represents that it, its directors, principals and employees, presently have no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required by this contract, as provided in Sect. 112.311, et seq., Florida Statutes. COUNTY agrees that officers and employees of the COUNTY recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. COUNTY and FacilityDude.com warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the FacilityDude.com agrees that the COUNTY shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. NO PLEDGE OF CREDIT FacilityDude.com shall not pledge the COUNTY'S credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. FacilityDude.com further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this contract. 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 Page 16 of 18 FacilityDude.com TOU&Privacy Policy 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 110, Cary, NC 27518. Modification to Terms FacilityDude.com reserves the right to change the terms and conditions of this Agreement or its policies relating to the Service at any time and shall notify you by posting an updated version of this Agreement on the Service. FacilityDude.com will notify the County in writing of any changes to the terms and conditions of the Agreement at the time of the change. Such notification shall be sent to the contact identified in the Notice Section of this Agreement. NOTICE REQUIREMENT Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: FOR COUNTY: Monroe County Project Management/Facilities 1100 Simonton Street Key West, FL 33040 and Monroe County Attorney Post Office Box 1026 Key West, FL 33041-1026 FOR FACILITYDUDE.COM: FacilityDude.com Contracts Administrator 11000 Regency Pkwy., Ste. 110 Cary, NC 27518 Beneficiaries Page 17 of 18 FacilityDude.com TOU&Privacy Policy 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 shall be governed by and construed in accordance with the laws of the State of Florida applicable to agreements made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and FacilityDude.com agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. 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 County and FacilityDude.com agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 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. Monroe County GG FacilityDude.co Signature: Signature .bo Name: Ze) x,, . Name: Bria C Title'/r `klX"141 ---444- Title:VP,Sale Date: /1 0&4I'6 "r" 44 '_ '„} ' 0 / Page 18 of 18 ;i� �i�. cti.;,t:;:�;" E% FacilityDude.com TOU&Privacy Policy Date: ;, f Date: �. ._..�_