WHERE AS, Consultant has submitted a response, and the parties have reached agreement on the terms and conditions set forth hereafter;

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1 STATE OF NORTH CAROLINA COUNTY OF GUILFORD ENERGY AWARENESS AND EDUCATION AGREEMENT THIS AGREEMENT made and entered into by between Guilford County Board of Education (GCS) and Johnson Controls, Inc., 705 Carnegie Place, Greensboro, NC (Consultant). WHERE AS, GCS has published a request for qualifications in connection with the ENERGY AWARENESS AND EDUCATION PROGRAM (the Program) to be implemented in the GCS; and WHERE AS, Consultant has submitted a response, and the parties have reached agreement on the terms and conditions set forth hereafter; W I T N E S S E T H: NOW, THEREFORE in consideration of the mutual promises contained herein and other good and valuable considerations sufficiency which is acknowledged the parties agree as follows: 1. PROGRAM. The Program shall primarily consist of an energy awareness education program focused on those individuals who affect energy consumption in the GCS facilities- students, teachers, administrators, and staff. The Consultant will use energy conservation curriculum materials developed by National Energy Foundation. Consultant will work with teachers to implement curriculum that is consistent with the GCS curriculum and that is reviewed and correlated to the North Carolina Standards of Learning. 2. FACILITIES. The GCS facilities included are the ten schools comprised of the feeder schools for Eastern and Southeast High Schools, including both the high schools, as well as Alamance Elementary, which currently feeds both high schools. All ten schools are listed here for clarity: Eastern Guilford High Eastern Guilford Middle Gibsonville Elementary Rankin Elementary Sedalia Elementary Southeast Guilford High Southeast Guilford Middle Alamance Elementary Nathanael Greene Elem. Pleasant Garden Elem.

2 3. PROGRAMS STAFFING EQUIPMENT Consultant shall provide all personnel and equipment as required to accomplish the objectives of the scope of the work set forth in this Agreement. GCS shall not be required to furnish Consultant office space, clerical support, drawing duplication services, or data gathering services. Johnson Controls will provide the energy monitoring and verification services required to track the results of the program. Metrix software will be the tool utilized for benchmarking and energy monitoring. 4. OBSERVATION OF EXISTING FACILITIES. Consultant shall not cause the temperature and humidity conditions in GCS facilities to stray outside the boundaries established in the current version of the ASHRAE Standard which defines the Thermal Environmental Conditions for Human Occupancy. Consultant shall perform a walkthrough energy assessment to identify obvious excessive use situations and will identify them to GCS. If in a normal course of conducting the Program, Consultant discovers malfunctioning temperatures controls or other system deficiencies that need to be corrected, Consultant shall provide the appropriate information to the GCS Maintenance Department. Implementation of the Consultant s suggestions shall be solely at the discretion of GCS. 5. TERM OF AGREEMENT. The term of this Agreement, unless otherwise terminated as provided herein, shall run from the date of the execution of this Agreement by GCS through June 30, ENERGY SAVINGS Consultant represents that the energy awareness and education program to be implemented by Consultant will achieve, through the efforts of students and GCS employees, annual reductions in the utility expenditures of the GCS of ten percent per year after the original implementation period. The energy expenditures for the , and fiscal years will be compared to that of the July 1, 2001 through June 30, 2002 [Contract Baseline Period] (as adjusted by the Metrix program) fiscal year to determine whether the goal has been met. The first portion of the Program will consist of a start up phase of approximately three months ending on June 30, The first performance period (First Performance Period) will be July 1, 2003 through June 30, The second performance period (Second Performance Period) will be July 1, 2004 through June 30, Excess savings in any year may be utilized for subsequent year savings, and energy savings short falls in any year may be over come in subsequent years.

3 7. MEASUREMENT OF VERIFICATION OF ENERGY SAVINGS AND COST SAVINGS Determination of actual energy savings and cost savings shall be subject to the requirements of the following recognized industry standards: a) ASHRAE Guideline 14; Measurement of Energy and Demand Savings b) M & V Guidelines; Measurement and Verification for Federal Energy Project (version 2.2) issued September 2000 by the U.S. Department of Energy, office of energy efficiency and renewable energy c) International Performance Measurement and Verification Protocol Energy savings and cost savings data generated by Consultant will be subject to third party verification by a party selected by GCS. GCS will be responsible for the costs of the third party review. Metrix shall be used to determine energy savings by comparing the energy consumption and energy costs from one year to the next and adjusting it for differences in weather, billing periods, utility rate schedules, major capital improvements, additional square footage, etc. Calculation of savings will be based upon Metrix reports prepared by the Consultant (and subject to third party evaluation). Consultant will prepare guarantee reconciliations of energy savings data as of June 30, 2004, and June 30, Consultant COMPENSATION Consultant shall be compensated as follows: a) Fixed Fee: Johnson Controls, Inc. shall be paid an annual fee as follows: Year 1: $80,400 + $10,000** = $ 90,400 Year 2: $63,400 + $10,000** = $ 73,400 which shall be paid in equal monthly installments of $7, during Year 1, and $6, during Year 2, within GCS s normal payment cycle after submission of monthly invoices by Consultant. ** (The $10,000 added for Years 1 and 2 respectively, are for the incentive program for the schools, that Johnson Controls will administer and will be part of the guaranteed costs.) b) Consultant may provide recommendations for capital improvement projects focused on reducing the consumption in GCS facilities. To the extent that such

4 recommendations are adopted by GCS during the term of this Agreement and such recommendations were not already contained in documentation for future implementation on projects for which recommendation was made, the actual savings resulting from the improvements will be included in the overall savings claimed by the program (will be applied to the guaranteed savings). GCS will provide a list of all capital projects they have already identified for future implementation before the contract begins, and will provide a list of additional capital projects as they add them during the course of this contract. Consultant shall not be entitled to claim any credit for savings resulting from GCS s repair/replacement program which does not result from Consultant s recommendations. Implementation of the Consultants equipment- related recommendations will be solely at the discretion of the GCS Maintenance Department. If as a result of the Consultant s recommendation system or major components are repaired/replaced, the Consultant shall not be allowed to claim any calculated energy savings or cost savings/cost avoidance. Rather, the amount of savings credited to these Projects will be based upon a review of actual savings based on actual utility data. 9. GUARANTEE It is the understanding of the parties that the energy savings defined in this Agreement (Energy Savings) will exceed the total amounts paid to Consultant pursuant to Paragraph 9. If after the First Performance Period, the Energy Savings does not exceed $90,400, GCS may deduct the shortfall from payments next due during the Second Performance Period. If at the end of the Second Performance Period, the amount paid to Consultant of $73,400 exceeds the Energy Savings during that period of the Agreement, then Johnson Controls will reimburse Guilford County Schools for the shortfall amount. Cumulative savings and guarantee dollars will be evaluated at the end of the second year. Should a savings excess in Year 2 partially or wholly offset a shortfall in Year 1, GCS will bring its payments to the Consultant up to the original contract schedule within 30 days. Upon termination of the Agreement (other than termination by GCS for convenience) if the total payments to Consultant of $163,800 exceed the Energy Savings to the date of termination, Consultant shall reimburse GCS the amount of such excess within thirty (30) days of the date of termination. Excess savings in any year may be utilized for subsequent year savings guarantees. 10. RESPONSIBILITIES OF THE PARTIES Consultant and NEF are responsible to design (in consultation with GCS) and implement an Energy Awareness Program that will achieve the goals set forth in Agreement. This will include: Provide all energy education and technical consulting responsibilities as outlined in the scope of work. Work with GCS personnel in the development of agreed upon benchmark data for all facilities (using July 1, 2001, to June 30, Contract Baseline Period), utility data. Select and train an Education Coordinator. Coordinate and conduct all teacher, administrator, and custodial training.

5 Provide periodic program reports, and year end reports. Conduct on-going evaluation of the program. Revise, maintain and develop programs and materials on an on-going and as-needed basis. Provide daily support to teachers through a toll free 800 teacher hot line. Administrate the graduate university credit. Provide guarantee reconciliations as of June 30, 2004, and June 30, Create (in consultation with GCS) an incentive program to be implemented within the GCS system. Refresh teacher training to re-motive, update and train newly hired teachers in the second and third years. Guilford County Schools shall cooperate with Consultant in the performance of its duties and shall be responsible for the following: Adopt a mutually agreed energy awareness policy (Board and Administration). Provide Consultant with utility account numbers and authorization letters (prepared by Consultant) to enable Consultant to obtain utility history from GCS s utility providers. Provide Consultant with currently available site plans. Cooperate with Consultant in the implementation of a mutually agreed incentive plan (administered by the Consultant) with the schools (as an incentive for participation). Make custodial and administrative training mandatory. Consultant understands that energy awareness training is but one portion of the overall curriculum of the Guilford County Schools, and GCS shall not be required to do anything contrary to GCS policies which would unreasonably interfere with GCS operations. 11. PERFORMANCE INCENTIVES. Consultant shall prepare and present to GCS for its review and approval an incentive plan (the Incentive Plan ) whereby Twenty Thousand Dollars ($20,000) in energy awareness achievement incentives will be awarded to schools, entities or persons within the GCS system as provided in the approved Incentive Plan. The amount of such incentives awarded will be Ten Thousand Dollars ($10,000) for achievement during the First Performance Period and Ten Thousand Dollars ($10,000) awards for achievement during the Second Performance Period. Such awards will be made by Consultant at a time selected by GCS, and are included in Consultant s fee. GCS shall, in consultation with Consultant, be entitled to make changes in the Incentive Program from time to time as GCS deems appropriate, but the total incentive awards amount shall not be increased without mutual agreement. 12. TERMINATION OF AGREEMENT. This Agreement shall terminate upon expiration of the original term unless earlier terminated as provided herein. This Agreement will remain in full force and effect unless within sixty days prior to the expiration of the original term, either party provides written notice of its intent to

6 terminate upon the expiration of the term. In the event that neither party provides written notice of termination, the contract shall continue on a year to year basis. Provided, however, that GCS may terminate the Agreement prior to its expiration as follows: a) Non-performance by Consultant. In the event that Consultant fails to realize the anticipated savings in any period of measurement, the GCS may terminate this Agreement upon thirty days written notice. In the event Agreement is terminated for non-performance, GCS will owe no further obligation to the Consultant from the date of the notice of termination, and no further payments shall be made. b) Termination for the convenience of GCS. GCS reserves the right to terminate this Agreement for any reason at its convenience, solely as determined by GCS. Should this Agreement be terminated for its convenience, GCS will reimburse Consultant for any reasonable and necessary costs incurred by Consultant in connection with the Program up to the date of termination to the extent they exceed the total amount paid to Consultant as of the date of termination. 13. OWNERSHIP AND USE OF PROGRAM MATERIALS All materials furnished by Consultant to GCS in connection to this Program shall remain the property of GCS. No materials will be returned to the Consultant at the end of the contract period including any that are copyrighted. GCS shall have the right to continue using all and any program materials for as long as GCS desires to do so. 14. CONSULTANTS QUALIFICATIONS Consultant warrants and represents that it has been regularly engaged in the business of energy awareness, energy education, or energy conservation programs for at least five years. The staffing plan is Consultant s best estimate of what will be required to staff the Program. Provided, however, that should it become necessary for Consultant to devote additional resources not shown on the staffing plan in order to achieve compliance with this Agreement, Consultant shall do so at no additional charge to GCS. 15. CONSULTANT S STAFFING PLAN Consultants proposed staffing plan for the term of this Agreement is attached hereto as Schedule A. The staffing plan is Consultant s best estimate of what will be required to staff the Program. Provided, however, that should it become necessary for Consultant to devote additional resources not shown on the staffing plan in order to achieve compliance with this Agreement, Consultant shall do so at no additional charge to GCS.

7 16. DISPUTE RESOLUTION The parties hereto shall attempt to resolve all disputes without resort to judicial proceedings. In the event that the parties are unable to resolve disputes, such disputes will be resolved in the General Court Justice, Guilford County, Superior Court Division, which shall be the sole and exclusive forum for all litigation or claims and dispute resolution. 17. ENTIRE AGREEMENT This Agreement constitutes the full and complete understanding between the parties and all prior negotiations and discussions are integrated herein. 18. GOVERNING LAW The law of North Carolina shall govern the performance of this Agreement. 19. HAZARDOUS MATERIALS. Consultant s obligations expressly exclude any Work or Services of any nature associated or connected with the identification, abatement, cleanup, control, removal, or disposal of hazardous materials or substances, including but not limited to asbestos or PCBs, in or on the premises. GCS will make available for review by Consultant information which GCS may have concerning the existence and location of hazardous materials. Should Consultant become aware of or suspect the presence of asbestos or hazardous materials, Consultant shall have the right to stop work in the affected area immediately and shall notify GCS. 20. INSURANCE. Prior to commencing the Work, Consultant shall provide to GCS a certificate of insurance showing its insurance coverage's, and Consultant shall maintain such insurance in full force and effect at all times until the Work and Services have been completed, in the following minimum amounts: COVERAGES Workmen's Compensation Insurance or self insurance, including Employer's Liability Comprehensive General Occurrence Liability Insurance, including Contractual Aggregate Comprehensive Automobile Liability Insurance LIMITS OF LIABILITY Statutory $5,000,000 One $5,000,000 Each $5,000,000 Combined Single Limit

8 The above limits are obtained through primary and excess policies or unavailability of parts, materials or supplied including Employer s Liability. WHEREFORE, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date appearing by their signatures. The effective date of this agreement shall be the date upon which it is executed by GCS. Date: GUILFORD COUNTY BOARD OF EDUCATION By Chairman Date: JOHNSON CONTROLS, INC. By President #323213