04/14/2015 Board of Public Works Meeting

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REGULAR MEETING APRIL 14.2015 113 Upon a motion made by Mr. Relos, seconded by Mr. Henthorn and carried, the following Resolution was adopted by the Board of Public Works: RESOLUTION NO. 18 -2015 A RESOLUTION OF THE BOARD OF PUBLIC WORKS FOR THE CITY OF SOUTH BEND, INDIANA AUTHORIZING THE APPROVAL AND SIGNATURE OF THE ENERGY SAVINGS AGREEMENT WITH AMERESCO, INC., THE INSTALLMENT PAYMENT CONTRACT WITH BANC OF AMERICA LEASING & CAPITAL, LLC AND DOCUMENTS RELATED THERETO WHEREAS, the City of South Bend Board of Public Works ( "Board ") is the contracting body for the City of South Bend, Indiana ( "City ") and the Board has the authority to design, construct and execute the construction of certain public improvements pursuant to Indiana Code § 36 -9-6; and WHEREAS, in compliance with the requirements of Indiana law including, but not limited to IC 36 -1 -12.5, and upon the powers granted to it by the City of South Bend Common Council ( "Common Council ") acting through Resolution No. 4382 -14, the Board negotiated an Energy Savings Agreement ( "Agreement ") with Ameresco, Inc. attached as Exhibit I and incorporated herein; WHEREAS, the Board formally ratified the Agreement by way of Resolution No. 08 -2015 pursuant to the approval of funding at a later date; WHEREAS, in conjunction with the responsibilities and powers granted to it by the Common Council through Resolution No. 438244, the Board also negotiated an Installment Payment Contract ( "IP Contract ") to secure funding for the Agreement with Banc of America Leasing & Capital LLC or its affiliates (collectively "Lender") substantially in the form attached hereto as Exhibit 2 and incorporated herein; WHEREAS, the Board is now asked to ratify and approve the IP Contract as substantially negotiated as of April 14, 2015; WHEREAS, the Board further desires to expressly authorize certain representatives to execute any and all such documents as may be necessary or proper to finalize and close on the ratified agreements with Ameresco, Inc. and Lender, including, but not limited to, the Agreement and the IP Contract; WHEREAS, the Council through Ordinance No. 17 -15 attached hereto as Exhibit 3 (the "Council Ordinance ") has approved the Agreement, the IP Contract and other documents related thereto and the transactions contemplated; and WHEREAS, time is of the essence in this matter. NOW, THEREFORE, BE IT RESOLVED by thc City of South Bend Board of Public Works as follows: 1. All of the provisions of the Council Ordinance are incorporated herein by reference and are hereby approved as a part of this resolution. 2. The IP Contract substantially in the form and substance submitted as of this meeting with Banc of America Leasing & Capital, LLC or its affiliates is hereby ratified and approved. The signatories authorized by the Council Ordinance or this resolution are hereby authorized to execute the IP Contract in substantially the form herein, with such additions, deletions or modifications thereto as may be approved by the person or persons signing the IP Contract on behalf of the City, the execution thereof being the conclusive evidence of such approval. 2. Member Gary Gilot, in his capacity as President of the Board is hereby authorized to act on behalf of the Board in executing any documents to effect the intent of the Board in connection with the Energy Savings Agreement with Ameresco, Inc. or