GESC for Olive WTP Solar Proj No 124-050 - Ameresco

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ENERGY SERVICES AGREEMENT BY AND BETWEEN CITY OF SOUTH BEND AND AMERESCO, INC. THIS ENERGY SERVICES AGREEMENT (the "Agreement") is entered into on July 22, 2025, by and between City of South Bend having its principal place of business located at 219 South Saint Louis Boulevard, South Bend, IN 46617 (hereinafter referred to as "Customer") and Ameresco, Inc., having its principal place of business at 111 Speen Street, Suite 410, Framingham, MA 01701 (hereinafter referred to as "Ameresco"). The parties to this Agreement shall be collectively referred to as the "Parties" and individually as a "Party." WHEREAS, Customer issued a Request for Proposals submitted on October 25, 2024 (the "RFP") seeking proposals from qualified energy service companies to provide performance -based services for the design and execution of an energy consumption reduction plan including acceptance of payment for such services via guaranteed cost savings accrued as a result of plan implementation; WHEREAS, Ameresco has prepared and issued a Proposal to Customer, in response to the RFP; WHEREAS, Customer wishes Ameresco to perform a project ("Project"), in phases, consisting of certain energy conservation services and installations as set forth on Attachment B (as amended and/or otherwise modified from time to time as provided herein, the "Scope ofSerrnces") at Customer's facilities described in Attachment A (the "Property"), and Ameresco wishes to perform such services; and WHEREAS, this Project was approved during the July 22 , 2025 board meeting; WHEREAS, Customer owns and controls the Property. NOW, THEREFORE, in consideration of the covenants, representations, warranties, and mutual promises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: SECTION 1 Scope of Services (a) Work: Upon Ameresco's receipt of a "Notice To Proceed," substantially in the form attached to this Agreement as Attachment E, Ameresco shall furnish all labor, materials and equipment and perform all work (the "Work') required for the completion of the Scope of Services, including installation of the energy conservation and facility improvement measures ("ECM(s)"), included in the Scope of Services, as such Scope of Services may be modified in accordance with the terms of this Agreement. Customer and Ameresco shall mutually plan the scheduling of the installation of the ECM(s), so as to minimize disruption of the daily routine of Customer's personnel. (b) Dis osal: As part of the Scope of Services Ameresco shall (i) be responsible for the disposal of all non- hazardous equipment and materials which are rendered useless and removed as a result of the installation of the ECMs and (ii) cause all lamps which are classified as hazardous wastes by the rules and regulations of the U.S. Environmental Protection Agency (40 CFR Parts 260 through 279) and PCB -contaminated ballasts, if any, which have been rendered useless and removed as a result of the installation of the ECMs to be disposed of. Confidential & Proprietary Information of Ameresco, Inc. Page 4 of 56