Authorizing and Approving the Execution Traffice Signals - LED

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PERFORMANCE CONTRACT PARTIES: JOHNSON CONTROLS, INC. (JCI) 1255 N. Senate Ave Indianapolis, IN 46202-2200 COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA (SOUTH BEND) 227 West Jefferson Blvd. Suite 1300 South Bend, IN 46601 AGREEMENT DOCUMENTS: In addition to the terms and conditions of this Performance Contract, incorporated into this Agreement are the following (check as applicable). ® Schedule 1--Scope of Work Schedule ® Schedule 2--Assured Performance Guarantee Schedule ^ Schedule 3--Services Schedule ^ Schedule 3 -Exhibit 1 ® Schedule 4-Price and Payment Terms Schedule ^ Schedule 4a--Cash Payment Schedule OR ^ Schedule 4b--Lease/Purchase Schedule WHEREAS, the Common Council of the City of South Bend, Indiana ("Council") is the legislative body of the City of South Bend, Indiana and pursuant to I.C. 36-1-12.5-1.5(5) is deemed to be its "governing body" with the authority to enter into a "guaranteed savings contract" as defined by IC 36-1-12.5-2; and WHEREAS, South Bend desires to enter into a Guaranteed Savings Contract with JCI in accordance with and under the authority of I.C. 36-1-12.5 et seq.; and WHEREAS, JCI is a "qualified provider" as defined by I.C. 36-1-12.5-3 with experience and expertise in the design, implementation and installation of energy conservation measures; and WHEREAS, South Bend has determined that due to JCI's experience and expertise, it is in the best interests of South Bend to retain JCI; and WHEREAS, JCI desires to enter into a Guaranteed Savings Contract with South Bend under the terms and conditions set forth in this agreement; and WHEREAS, pursuant to its Resolution No. 3705-07 adopted on February 12, 2007, the Council has authorized and directed the City's Department of Public Works to supervise all work done incidental to the Guaranteed Savings Contract, including the power to authorize change orders as provided by I.C. 36-7-12; and NOW THEREFORE, for and in consideration of the mutual covenants and promises contained herein, South Bend and JCI hereby agree as follows: 1. SCOPE OF THE AGREEMENT. JCI agrees to install identifiable improvement measures as delineated in Scope of Work Schedule (Schedule 1) which will result in Project Benefits as set forth in the Assured Performance Guarantee (Schedule 2). After installation of the improvement measures, JCI agrees to provide the services identified in Services Schedule (Schedule 3), that include services that are necessary to monitor, measure, and achieve the identified Project Benefits, subject to the terms of the Assured Performance Guarantee (Schedule 2). South Bend agrees to take all actions identified in this Agreement that are necessary to achieve the Project Benefits identified. JCI shall supervise and direct the Work and Services and shall be solely responsible for all construction means, methods, techniques, sequences, and procedures and for coordinating all portions of the Work and Services under this Agreement. JCI shall be responsible to pay for all labor, materials, equipment, tools, construction equipment and machinery, transportation, and other facilities and services necessary for the proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work and ServlCes. South Bend's payments to JCI and its interest in the Equipment will be based upon the terms of Schedule 4. Page 1 of 20 Performance Contract (Rev 14) SB LED Contract_15June 2007_FINAL(ver7) EXHIBIT 1