Accepting the Advisory Recommendation of a Project Development Agreement with Ameresco Inc. Related to a guaranteed Energy Savings Contract for Century Center

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PROJECT DEVELOPMENT AGREEMENT THIS PROJECT DEVELOPMENT AGREEMENT (this "Development Agreement") is entered into as of the 7' day of July, 2014, by and between the City of South Bend with a principal business address at 227 West Jefferson Blvd, Suite 1400 N, South Bend, Indiana 46601 ( "Client") and Ameresco, Inc. having its principal place of business at 111 Speen Street, Suite 410, Framingham, Massachusetts 01701 C' Ameresco?). The Client and Ameresco may be referred to herein individually as a "Patty' and collectively as the "Parties". WHEREAS, Ameresco desires to perform certain energy services including a detailed energy audit for Client at the facilities identified in Exhibit A attached hereto (the "Facilities"); and WHEREAS, Client intends to enter into an energy services agreement ( "ESA") with Ameresco for implementation of the Scope of Work (referred to below) identified by Ameresco as a result of its work under this Development Agreement. NOW THEREFORE, in consideration of the mutual promises and agreements contained herein, the Parties hereto hereby agree as follows: 1. Ameresco shall complete the following work under this Development Agreement (the "Development Work) in accordance with the Time Table set forth in Schedule 1 attached hereto: (a) conduct an energy and infrastructure audit of the Facilities; (b) prepare and deliver to Client a proposal (the "Project Proposal'), which shall include: (i) the proposed scope of work for installation of energy efficiency and renewable energy improvements ("Scope of Work') which shall take into account improvements already planned for the Facilities, based on a schedule of planned improvements to be provided by Client to Ameresco within ten (10) days of execution of this Development Agreement; (ii) the implementation price for the Scope of Work (the "Implementation Pricer'); and (iii) the estimated cost savings as a result of implementation of the Scope of Work. Coincident with the completion of the Development Work and Client's notification that it has approved the Scope of Work set forth in the Project Proposal, Ameresco will prepare and submit to Client an ESA detailing the terms and conditions related to the implementation of the Project Proposal. 2. Client hereby agrees that if it does not enter into the ESA with Ameresco within thirty (30) days of submission of the Project Proposal, Client shall compensate Ameresco for its Project Development Work by paying an audit fee to Ameresco in the amount of Fifty Five Thousand Dollars ($55,000) (the "Project Development Fee"). The Project Development Fee shall be fully - earned, due and payable by Client to Ameresco no later than forty -five (45) days after the date that t op� l 16 1