HomeMy WebLinkAboutGESC for Olive WTP Solar Proj No 124-050 - Ameresco1316 COUNTY -CITY BUILDING
227 W. JEFFERSON BOULEVARD
SOUTH BEND, INDIANA 46601-1830
PHONE 574/235-9251
FAx 574/235-9171
CITY OF SOUTH BEND JAMES MUELLER, MAYOR
BOARD OF PUBLIC WORKS
July 22, 2025
Ms. Kristin Bernstein
Ameresco, Inc.
1900 Spring Road, Suite 400
Oak Brook, IL 60523
kbernsteingameresco. com
RE: Guaranteed Energy Savings Contract
Dear Ms. Bernstein:
At its July 22, 2025 meeting, the Board of Public Works approved the above referenced
contract for the installation of Solar Energy Generation at Olive Water Treatment Plant, Project
No. 124-050 in the amount of $1,661,620.
Enclosed please find the original of the contract for your signature. Please sign and
return the contract to hhorvath(ksouthbendin.gov. Please retain a copy for your records.
If you have any further questions, please call this office at (574) 235-9251.
Sincerely,
Is/Hillary Horvath
Hillary Horvath, Clerk
Enclosures
HH
ELIZABETH A. MARADIK JOSEPH R. MOLNAR GARY A. GILOT MURRAY L. MILLER BREANA N. MIcou
INTER -OFFICE MEMORANDUM
DEPARTMENT OF PUBLIC WORKS
TO: Board of Public Works
FROM: Gemma Stanton, Project Engineer
SUBJECT: Guaranteed Energy Savings Contract with Ameresco for Olive WTP
Solar Array
DATE: 7/15/2025
The Department of Engineering has been negotiating a Guaranteed Energy Savings Contract with
Ameresco for the installation of a solar array at Olive Water Treatment Plant. The total cost of the
contract for installation is $1,661,620. Ameresco will be responsible for Operations & Maintenance
for the first year of the guarantee period. O&M will be invoiced annually starting in the second
Guarantee Year at $5,789 with a 3% annual escalation. Maintenance & Verification will be invoiced
annually starting in the second Guarantee Year at $3,296, also with 3% annual escalation.
Project Details
• Total solar array generation capacity will be 392 kW-DC/375 kW -AC.
• Solar array will provide power to 4 of the 6 wells at Olive WTP.
• Construction expected to begin in Q1 2026, pending equipment lead times.
• Savings are guaranteed for the maximum 20 years allowed by the State of Indiana .
• "Begun Construction" threshold (5% of project costs expended) will be met within one year
of enactment of the One Big Beautiful Bill Act, preserving the project's eligibility for a 30%
Investment Tax Credit from the IRA.
• Including a 30% Investment Tax Credit, the breakeven year for the system is 23 years of
operation.
• M/WBE Goals will be met on the project.
The M/WBE utilization plans are attached to this contract. The goals have been set by the Office of
Diversity & Inclusion.
Thank you for your consideration of this request.
Please call with your questions at extension 9083.
Enc. Guaranteed Energy Savings Contract, M/WBE Utilization Plans
AMERESCO4
ENERGY SERVICES AGREEMENT
BY AND BETWEEN
CITY OF SOUTH BEND
AND
AMERESCO, INC.
Confidential & Proprietary Information of Ameresco, Inc. Page 1 of 56
TABLE OF CONTENTS
SECTIONS
1 Scope of Services
2 Ownership of ECM(s)
3 Financing and Ability to Pay
4 Contract Cost; Progress Payments
5 Term
6 Savings Guarantee
7 Right of Entry/Space
8 Changes in Services
9 Warranties
10 Customer's Responsibilities
11 Defaults
12 Remedies for Default
13 Dispute Resolution
14 Insurance and Bonds
15 Indemnification and Limitation of Liability
16 Agreement Interpretation and Venue
17 Privileged and Proprietary Information
18 Severability
19 Assignment and Subcontracting
20 Waiver
21 Force Majeure
22 Contract Documents
23 Notices
24 Records
25 Representations and Warranties
26 Additional Representation and Warranties of Customer
27 Independent Contractor
28 Negligent/Wrongful Acts
29 Further Documents and Events
30 Third Party Beneficiaries
31 Notifications of Governmental Action - Occupational Safety and Health
32 Appropriations; Termination for Convenience
33 References
ATTACHMENTS
ATTACHMENT A PROPERTY DESCRIPTION
ATTACHMENT B SCOPE OF SERVICES
ATTACHMENT C SAVINGS GUARANTEE
ATTACHMENT D(1)
DELIVERY AND ACCEPTANCE CERTIFICATE
ATTACHMENT D(2)
PERCENT COMPLETE ACKNOWLEDGEMENT CERTIFICATE
ATTACHMENT D(3)
SUBSTANTIAL COMPLETION CERTIFICATE
ATTACHMENT E
NOTICE TO PROCEED
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ATTACHMENT F CHANGE ORDER
ATTACHMENT G MEASUREMENT AND VERIFICATION PLAN; METHODOLOGY
OF CALCULATING SAVINGS
ATTACHMENT H TRAINING
ATTACHMENT I MEASUREMENT AND VERIFICATION FEE SCHEDULE
ATTACHMENT J CUSTOMER'S MAINTENANCE RESPONSIBILITIES
Confidential & Proprietary Information of Ameresco, Inc. Page 3 of 56
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.
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All other existing PCB -contaminated ballasts, lamps and any other hazardous materials, however, shall remain
the sole responsibility of Customer and Ameresco shall assume no liability whatsoever in connection with their
removal, transportation and disposal.
(c) Asbestos and Lead Paint:
(i) Asbestos: Ameresco's Scope of Services is predicated on the viability of the Project without
Ameresco's encountering or disturbing asbestos or being required to perform any asbestos
abatement or taking any other action with respect to asbestos. Customer hereby represents
and warrants to Ameresco that there is no asbestos or other hazardous material in any area
wherein Ameresco shall be performing the Scope of Services. I£ (a) Ameresco encounters
any friable asbestos which is in the vicinity of the Project that is not identified in the Scope of
Services, (b) Ameresco determines that its work will result in the disturbance of asbestos
containing material, or (c) Ameresco determines that the presence of asbestos containing
material may impede Ameresco's work, Ameresco shall notify Customer of the same and
Customer shall either: (x) at its cost, cause the asbestos to be lawfully removed, enclosed,
encapsulated or otherwise abated in accordance with applicable laws, rules and regulations; (y)
at its cost, provide written test reports showing that asbestos in that area has been properly
removed, enclosed encapsulated or otherwise abated in accordance with applicable laws rules
and regulations; or (z) abandon the Project and terminate this Agreement. If Ameresco cannot
determine whether any particular material contains asbestos, Customer, upon Ameresco's
written request, shall either: (1) at Customer's cost, lawfully perform tests or cause tests to be
performed in order to determine whether such material contains asbestos and/or whether
there are unacceptable levels of airborne particulate material containing asbestos and provide
such test report to Ameresco; or (II) abandon the Project and terminate this Agreement.
Under no circumstances shall Ameresco be required to handle asbestos. If Ameresco
encounters asbestos that materially affects the Scope of Services or the Project schedule,
Ameresco, at its option, may demobilize and cease construction in the area affected by the
presence of asbestos until such time as Customer elects and performs one of the options
afforded Customer as described in this Subsection. If Customer does not promptly take
action, as provided herein, or notifies Ameresco that it shall not take such action, Ameresco
may, at its option, either remove the affected area from its Scope of Services (and make
commensurate adjustments to its rights and obligations) or terminate this Agreement in its
entirety. Customer shall be responsible for payment of the portion of Scope of Services
implemented prior to termination. Customer shall be responsible for any and all costs
(including termination) incurred by Ameresco that relate to the presence of asbestos.
(ii) Lead Paint: Ameresco's Scope of Services is predicated on the viability of the Project without
Ameresco's encountering or disturbing lead paint or being required to perform abatement or
providing any notice or taking any other action with respect to lead paint. Customer hereby
represents and warrants to Ameresco that there is no exposed lead paint in any area in which
Ameresco shall be performing the Scope of Services. If Ameresco encounters lead paint in
any area where it is to perform the Scope of Services, which performance would require
disturbing lead paint, and Ameresco reasonably believes that such paint may be lead paint,
Customer, upon Ameresco's written request, shall either (a) at Customer's cost, lawfully
perform tests or cause tests to be performed in order to determine whether such paint contains
lead and shall provide a test report to Ameresco; or (b) abandon the Project and terminate this
Agreement. If such test report demonstrates the presence of lead paint or Ameresco
reasonably believes that performing its services under this Agreement is likely to cause the
disturbance of lead paint in such a manner as to require Ameresco to provide any notification
or take any actions pursuant to any federal, state or local laws, rules, or regulations and
Ameresco notifies Customer of the same, Customer shall: (x) at its cost, cause the lead paint
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to be lawfully removed, or otherwise abated in accordance with applicable laws, rules and
regulations; or (y) abandon the Project and terminate this Agreement. Under no
circumstances, shall Ameresco be required to perform services which cause the disturbance of
lead paint. If lead paint materially affects the Project Schedule, Ameresco, at its sole option,
may demobilize and cease construction in the area affected by the presence of lead paint until
such time as Customer has elected and performed one of the options afforded Customer as
described in this Subsection. If Customer does not promptly take action as provided herein or
notifies Ameresco that it shall not take such action, Ameresco may, at its sole option, either
remove the affected area from its Scope of Services (and make commensurate adjustments to
its rights and obligations) or terminate this Agreement in its entirety. Customer shall be
responsible for payment of the portion of Scope of Services implemented prior to such
termination. Customer shall be responsible for any and all costs (including termination)
incurred by Ameresco that relate to the presence of lead paint.
(d) Compliance With Law: Ameresco shall, at its expense, comply with and obtain all applicable licenses
and permits required by federal, state and local laws in connection with (i) the installation of the ECMs and (ii)
the operation and/or maintenance of the ECMs (to the extent that Ameresco agrees to perform such operations
and/or maintenance services). In the event that Ameresco cannot procure any such license or permit in light
of a requirement that Customer is required to do so, the Parties shall work jointly to obtain such permit or
license.
(e) Taxes: Customer represents that it is a tax exempt entity and that it shall cooperate with Ameresco
and provide Ameresco with appropriate resale exemption documentation so that Ameresco may attempt to
establish that it is not obligated to pay taxes, fees and assessments or other charges of any character which may
be imposed or incurred by any governmental or public authority as an incident to title to, or operation of the
ECM(s) which would otherwise be levied upon or in respect to said interest component or of the ECM(s).
Notwithstanding the foregoing, Customer shall pay (or, if applicable, reimburse Ameresco for the payment of)
all property, sales taxes, use taxes or other fees and assessments associated with Scope of Services. Customer
shall have no liability for taxes measured by the net income of Ameresco.
(f) Monitoring, Measurement and Verification: To the extent provided for in Attachment G, Ameresco
will supply such ongoing monitoring, measurement and verification services (the "M&VServlces") during the
Term, as such term is defined in Section 5, at a cost to Customer as set forth in Section 4 and Attachment I.
(g) Duties, Obligations and Responsibilities of Ameresco:
(i) All labor furnished under this Agreement shall be competent to perform the tasks undertaken,
all materials and equipment provided shall be new and of appropriate quality and the
completed work shall comply in all material respects with the requirements of this Agreement.
(ii) Ameresco shall maintain the Project site in a reasonably clean condition during the
performance of the Scope of Services.
(iii) Ameresco shall regularly clean the Project site of all debris, trash and excess material or
equipment generated by Ameresco's construction work hereunder.
(iv) Ameresco shall permit Customer or any of its representatives to enter upon the Project site to
review or inspect construction work, provided, in each case, Customer and/or its
representatives coordinate such review or inspection with Ameresco and agree to comply with
all applicable federal, state and local safety laws, rules and regulations, including, without
limitation, those promulgated by the U.S. Department of Labor Occupational Safety & Health
Administration.
Confidential & Proprietary Information of Ameresco, Inc. Page 6 of 56
(v) Ameresco shall provide equipment manuals, as -built drawings and other appropriate
information regarding equipment installed hereunder to Customer at or about the time of
delivery of the Delivery and Acceptance Certificate (as provided in Section 4).
(vi) Ameresco shall provide the training described in Attachment H. Such training is included in
the Contract Cost, as such term is defined in Section 4, unless included as a separate cost in
Attachment I.
(h) Customer Cooperation During Construction: Customer shall reasonably cooperate in relocating
occupants, staff, personnel, furniture and equipment and taking such other actions as may be necessary by
Customer in order to prepare space for work by Ameresco to enable Ameresco to timely perform its
obligations hereunder.
SECTION 2 Ownership of ECM(s)
Ownership and title to each ECM or portion thereof, as applicable, shall automatically pass to Customer upon
Ameresco's receipt of both (i) the executed Substantial Completion Certificate (Attachment D(31), or each
Percent Complete Acknowledgement Certificate (Attachment D(2)), (including Customer payment
certification) delivered pursuant to Section 4 for such ECM or portion thereof, and (ii) the indefeasible payment
in full of all of Customer's payment obligations to Ameresco pursuant to such Substantial Completion
Certificate or Percent Complete Acknowledgement Certificate for such installed ECM or portion thereof.
Prior to satisfaction of the conditions set forth in (i) and (ii) in the previous sentence with respect to an ECM
or portion thereof, title to each ECM or portion thereof shall remain in the name of Ameresco. If,
notwithstanding the intent of the Parties, Customer is deemed to hold title to any or all of the ECMs or portion
thereof prior to the satisfaction of the conditions set forth in (i) and (ii) above, as security for the payment in
full of Customer's obligations with respect to each such ECM or portion thereof, Customer hereby assigns,
transfers and grants to Ameresco a security interest in such ECMs. Customer hereby authorizes Ameresco to
file, from time to time, Uniform Commercial Code financing statements in such jurisdictions as may be
necessary to perfect and maintain its security interest in such ECMs. If requested by Ameresco, Customer
agrees to execute and deliver all further instruments and documents and take all further action that may be
necessary in order to create, perfect and protect Ameresco's security interest in the ECMs and hereby
irrevocably appoints Ameresco as Customer's attorney -in -fact with full power to sign such instruments and
documents. Upon delivery of the Substantial Completion Certificate and satisfaction of clause (ii) above for
each ECM, Ameresco's interest in the related ECMs shall be released and terminated, in each case without
further action on any Party's part.
SECTION 3 Financing and Ability to Pay
(a) By its execution of this Agreement, Customer hereby represents and warrants to Ameresco that
Customer has adequate funds for payment of the Contract Cost, and for any portions which Customer may
need to borrow, Customer intends to enter into a separate financing through a bond issuance, lease purchase,
or similar structure ("Financing") with a third party finance company or other third party entity.
(b) Customer agrees and acknowledges that its obligation to make the payments to Ameresco set forth in
this Agreement are in no way contingent on the effectiveness of the Financing.
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SECTION 4 Contract Cost; Mont hlv Progress Payments
(a) Subject to the terms of this Agreement, Ameresco shall perform the Scope of Services at a contract
cost of ONE MILLION SIX HUNDRED SIXTY ONE THOUSAND SIX HUNDRED TWENTY
DOLLARS AND NO CENTS ($1,661,620.00) (subject to adjustment as provided in Section 8, the "Contract
Cost').
(b) Upon execution of this Agreement and delivery by Customer to Ameresco of the Notice to Proceed,
substantially in the form attached to this Agreement as Attachment E, Customer shall pay Ameresco ten
percent (10%) of the Contract Cost for mobilization. Thereafter, Ameresco shall submit invoices to Customer
for monthly progress payments to Ameresco based upon the percentage of the Project construction and
equipment procurement completed at the end of each month, so that Ameresco is paid the percentage of the
Contract Cost that is commensurate with the percentage of completion of the Scope of Services. A Percent
Complete Acknowledgement Certificate in the form attached hereto as Attachment D (2) will be executed by
Customer during each month of the construction period showing the percent complete and monthly payment
due. Customer shall make payment to Ameresco, within thirty (30) days after the submission of each such
invoice. Customer shall not unreasonably withhold, condition or delay the execution and delivery of any
Percent Complete Acknowledgement Certificate.
(c) Upon Substantial Completion of the installation of an ECM, Ameresco will deliver to Customer a
Substantial Completion Certificate in the form of Attachment D (3). Within five (5) calendar days after receipt
of each Substantial Completion Certificate, Customer shall complete, execute and deliver to Ameresco each
such Substantial Completion Certificate. As used in this Agreement the term "Substantial Completion" shall
mean that each subject ECM has been installed by Ameresco, and, if such ECM is equipment, such equipment
is then operating in a manner such that Customer is deriving beneficial use thereof. A Delivery and Acceptance
Certificate, in the form of Attachment D(11, shall be executed by Customer upon Substantial Completion of
the installation of the final ECM. Customer shall not unreasonably withhold, condition or delay the execution
and delivery of any Substantial Completion Certificate or the Delivery and Acceptance Certificate.
(d) Within thirty (30) calendar days following the first day of each Guarantee Year, as such term is
defined in Section 6, Customer shall pay Ameresco the additional amounts set forth on Attachment I,
Measurement and Verification Fee Schedule, as an annual fee for the M&V Services.
(e) All payments made by Customer under this Agreement shall be made in accordance with the provisions
of any Prompt Payment Act applicable to Customer. All amounts not paid to Ameresco on or before the due
dates specified in Subsections 4(b) and, shall accrue interest at the interest rate prespecified in any Prompt
Payment Act applicable to Customer or, if no such rate is specified, at the Prime rate of interest as published
in the Wall Street Journal for major banks or such lower rate as is prescribed by applicable law.
(f) Ameresco is not responsible for the cost impact of tariffs that are levied after the date of execution of
this Agreement. If a tariff is established that impacts the cost of equipment purchased, Ameresco may request
a change order to recover the additional cost of the tariff.
SECTION 5 Term
The term of this Agreement (the "Term"), shall begin on the date first above written and shall remain in effect
through the "Guarantee Period' as such term is defined in Attachment C, unless terminated prior to such
date, as provided for in this Agreement. Termination of this Agreement shall also terminate the Guarantee
Period. Anything in this Agreement to the contrary notwithstanding, Customer shall not be relieved of its
obligation to pay Ameresco when due all amounts which accrued prior to such termination.
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SECTION 6 Savings Guarantee
To the extent set forth in Attachment C. and solely in accordance with this Section 6 and Attachment C,
Ameresco guarantees that the "Annual Savings" (as defined below) to be achieved as a result of installation
and operation of the ECMs shall equal or exceed the Guaranteed Savings (as defined in Attachment C) over
the "Guarantee Period' (as defined in Attachment C).
For purposes of this Savings Guarantee, the following assumptions and provisions shall apply:
(a) Ameresco guarantees that the Guaranteed Savings will be achieved by operation and beneficial use of
all ECMs taken in the aggregate, but does not guarantee the savings amount achieved by each ECM individually.
(b) The total savings achieved by the combined ECMs, determined as provided in the M&V Plan, shall be
deemed the total "Annual Savings". Calculation of the Annual Savings shall be performed under, and
governed by, the methods, formulas, and procedures described in the Measurement and Verification Plan set
forth in Attachment G (the "M&VPlan").
(c) As it relates to the Annual Savings and this Savings Guarantee, the term "Guarantee Year'' shall mean
the consecutive twelve (12) month period beginning with the first day of the month following the date of
Substantial Completion of the ECMs, and each similar twelve (12) month period thereafter.
(d) Ameresco's obligations in respect of this Savings Guarantee are subject to Customer performing all of
its maintenance, repair, service and other obligations under this Agreement, including, without limitation,
performance of its obligations in Section 10 and maintenance of the Standards of Service and Comfort set forth
in Attachment 1, if any, which may affect achievement of the Guaranteed Savings. If Customer fails to perform
its obligations under this Agreement or interferes with, or permits any third party to take any action which, in
the reasonable opinion of Ameresco, may prevent the achievement of the Guaranteed Savings under this
Agreement, Ameresco may, after providing Customer thirty (30) days advance notice, adjust the Annual Savings
amount during the period in which such savings were affected to reflect the impact such actions had on same.
Ameresco's rights set forth herein shall not be in limitation of any other rights it is entitled to by law or under
this Agreement. Any disputes regarding achievement of Guaranteed Savings or any M&V Report delivered
pursuant to Attachment G shall be resolved in accordance with the dispute resolution provisions of Section 13.
SECTION 7 Right of Entry/Space
During the Term of this Agreement, Customer shall provide Ameresco and its employees, agents and
subcontractors access to the Property for the purpose of fulfilling Ameresco's obligations under this
Agreement. Customer shall provide rent free space for the installation and operation of the ECM(s) and shall
protect such items and equipment in the same careful manner that Customer protects the Property.
SECTION 8 Changes in Services
(a) The Scope of Services may be changed only by agreement of the Parties evidenced by execution of a
"Change Order'' substantially in the form attached to this Agreement as Attachment F, including the
quantity, quality, dimensions, type or other characteristics of the ECMs. During the Term hereof,
either Customer or Ameresco may suggest that other energy efficiency measures and facilities be added
to the Scope of Services, in which case the Parties shall endeavor to agree upon any new ECMs to be
installed and may either amend this Agreement or execute a Change Order for the installation,
financing and commissioning of any such new ECMs. Nothing in this paragraph shall obligate either
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Party to proceed with installation of any ECMs which are not part of the original Scope of Services or
evidenced by execution of an amendment or a Change Order.
(b) Should Ameresco encounter subsurface or latent physical conditions at the site which differ materially
from those indicated in the Scope of Services or from those ordinarily encountered and generally
recognized as inherent in work of the character provided for in this Agreement, Ameresco shall give
written notice to Customer before any such condition is disturbed or further disturbed. Customer will
promptly investigate and, if it is determined that the conditions materially differ from those which
Ameresco should reasonably have been expected to discover or anticipate, Customer shall either (a)
approve such changes in the Scope of Services as are necessary, with a corresponding adjustment in
the Guaranteed Savings amount; or (b) abandon the Project and terminate this Agreement, provided
that Customer has paid to Ameresco all amounts due as set forth in Section 4 (including, without
Imitation, pro-rata portions thereof accrued under Subsections 4(b), 4d , (e) and Attachment I and
pursuant to any Change Order). If such differing conditions cause an increase or decrease in
Ameresco's cost or time of performance, and the Parties agree upon a change in the Scope of Services,
the Parties shall negotiate an equitable adjustment to Ameresco's cost and/or time for performance,
as the case may be and a Change Order shall be issued and executed by Customer to reflect such
adjustment(s).
(c) If at any time prior to Substantial Completion of an ECM, Ameresco determines that an ECM is not
commercially viable, Ameresco may, at its option, remove such ECM from the Scope of Services and
from the Property. In such event, Ameresco shall refund to Customer the portion of the Contract
Cost attributable to such ECM and the Guaranteed Savings amount will be reduced by an amount
equal to the portion of the Guaranteed Savings amount attributable to such ECM.
(d) If Ameresco and Customer agree to an adjustment of the Contract Cost and the Project schedule
established for the Scope of Services, such an agreement shall be effective immediately upon execution
of a Change Order.
SECTION 9 Warranties
Ameresco hereby agrees as follows:
(a) Ameresco warrants that the Work and all materials and equipment to be installed in the Project shall
be free from defects in materials and workmanship arising from normal usage on an ECM by ECM basis for a
period of one (1) year from the date of Substantial Completion of such ECM. Any manufacturers' warranties
which exceed this one (1) year period shall be assigned to Customer to the extent allowed by the manufacturer.
This section does not apply in any way to the Savings Guarantee.
(b) EXCEPT AS PROVIDED IN THIS SECTION 9, AMERESCO MAKES NO WARRANTIES OR
REPRESENTATIONS OF ANY KIND, WHETHER STATUTORY, WRITTEN, ORAL OR IMPLIED,
INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO THE VALUE, DESIGN, AND
CONDITION OR FITNESS FOR USE OR PARTICULAR PURPOSE AND MERCHANTABILITY,
REGARDING THE WORK, THE ECM(s) OR THE EQUIPMENT.
SECTION 10 Customer's Responsibilities
(a) Operations: Customer shall operate all equipment installed hereunder in accordance with the
manufacturer's recommendations and the manuals supplied to Customer by Ameresco.
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(b) Standards of Service and Comfort: Customer shall operate the ECMs and the Property in a manner
that shall provide the Standards of Service and Comfort provided for in Attachment 1.
(c) Maintenance: Customer shall, at its expense, repair, operate and maintain the Property in good working
condition during the Term of this Agreement. Customer shall maintain, repair and operate, at Customer's
expense: (i) all equipment and other components included as part of the ECMs, and (ii) all other equipment
which is attached thereto and/or is integral to the proper functioning of the ECMs.
(d) Malfunctions: During the Term and throughout the warranty period, Customer shall notify Ameresco
immediately in the event of any malfunction in the operation of the ECM(s) or the equipment installed
hereunder.
(e) Protection of ECMs: Except in the case of emergency, Customer shall not remove, move, alter, turn
off or otherwise significantly alter the operation of the equipment installed hereunder or the operation of the
ECMs, or any individual part thereof, without the prior approval of Ameresco, which approval shall not be
unreasonably withheld. After receiving Ameresco's written approval, Customer shall proceed as instructed.
Customer shall act reasonably to protect the ECMs from damage or loss, if, due to an emergency; it is not
reasonable to notify Ameresco before acting. Customer agrees to protect and preserve the facility envelope
and the operating condition of all ECMs, mechanical systems, and other energy consuming systems located
on the Property.
(f) Monitoring System: Customer shall not move, modify or otherwise alter the energy management
system/building automation system (EMS/BAS), temporary data loggers, or any other data collection or
measurement and verification system (collectively, the "Monitoring System") installed as part of the ECM(s)
or any component thereof without the written consent of Ameresco unless such action is in accordance with
operating manuals and procedures provided by Ameresco.
(g) Adjustment to Baseline: If, in the reasonable opinion of Ameresco, Customer does not reasonably
operate, maintain, repair or otherwise protect the ECMs and/or maintain the Property in good repair and good
working condition, then Ameresco may equitably adjust the baseline, as referenced in Attachment G, for any
increased energy usages at the Property.
(h) Changes to Proper or Addition of Equipment: Customer shall notify Ameresco in writing at least
thirty (30) days prior to making any changes to the Property that could reasonably be expected to affect the
energy usage on the Property, such as changes in the hours or days or time of year that the Property is occupied
or operated, the number of occupants, the activity conducted, the equipment, the facilities, the size of the
Property etc. Customer shall also notify Ameresco regarding material increases over time in numbers and usage
of "plug in" devices such as computers and printers. If Ameresco receives such notification or otherwise
determines that such a change has occurred, it may make appropriate revisions to the Attachments to reflect
any adjustment to the baseline or the Guaranteed Savings amount. Ameresco may also make retroactive
adjustments to the baseline or calculation of Annual Savings if Customer has not provided timely notice and
any payments shall be retroactively reconciled to reflect the changed baseline.
(i) EnerrQv Usage Data: Customer shall make available to Ameresco, on an ongoing basis for the Term of
this Agreement, copies of all energy bills, energy usage data, and any and all other such data maintained by
Customer, including remote access to the Monitoring System or Customer's network server for purposes of
collecting such data, as may be requested by Ameresco, which are required for it to perform all of its obligations
under this Agreement.
(j) Insurance and Risk of Loss or Damage: Without limiting any of its obligations or liabilities under this
Agreement, Customer shall, at its expense, provide and maintain at all times during the Term of this Agreement,
sufficient insurance against the loss, theft of or damage to the ECM(s), related equipment, and all equipment
Confidential & Proprietary Information of Ameresco, Inc. Page 11 of 56
installed hereunder, for the full replacement value thereof. Customer's Commercial General Liability insurance
shall be primary for any property damage or bodily injury during the performance of the Work.
Upon Substantial Completion of an ECM, Customer assumes all risk of loss of or damage to such ECM from
any cause whatsoever. In the event of loss or damage to any equipment installed hereunder, Customer shall
promptly notify Ameresco and promptly return the same to good repair with the proceeds of any insurance
received to the cost of such repair or demand that Ameresco perform such repair, in which case Ameresco
shall promptly do so for such compensation to which the Parties agree. If Customer determines that any of
the ECM(s) are lost, stolen, confiscated, destroyed or damaged beyond repair, Customer shall replace the same
with like equipment in good repair in a timely fashion under the circumstances. If at any time after the date of
the Delivery and Acceptance Certificate and after Customer's complete payment to Ameresco in accordance
with Subsection 4(a), as such amount may be modified from time to time in accordance with this Agreement,
any fire, flood, other casualty, or condemnation renders a majority of the Property incapable of being occupied
and renders the ECMs or the equipment installed hereunder inoperable and, in the case of a casualty, the
affected portion of such ECMs or equipment is not reconstructed or restored within one hundred twenty (120)
days from the date of such casualty, Ameresco and/or Customer may terminate this Agreement by delivery of
a written notice to the other Party. Upon such termination, Customer shall pay Ameresco any amounts, or
pro-rata portions thereof, under Subsections 4(b),, Idl and "e , Attachment I and any Change Order, which
accrued prior to such termination. Ameresco may also make appropriate adjustments to the baseline or the
Guaranteed Savings amount to reflect the impact of such casualty or condemnation, including corresponding
revisions to the Attachments.
(k) Internet and Networking: Customer shall install and maintain internet connectivity and pay all
associated costs for the ECM(s) network connection or applicable energy management system communication
systems. Ameresco may use Customer's internet connection and LAN for the purposes of any energy
management system that may be included in the Scope of Work. Customer is responsible for securing the
network.
0) Protection: Customer shall at all times act reasonably to protect the ECM(s) from loss or damage to
the same extent and in the same manner in which it protects the Property.
(m) Alteration: Except in cases of emergency, Customer shall not move, alter or change the ECM(s) in
any way that may cause a reduction in the level of efficiency or savings generated by the ECM or the equipment
installed hereunder without obtaining Ameresco's written approval, which shall not be unreasonably withheld.
(n) Storage: Customer shall provide rent free space for Ameresco, or any of its subcontractors, to mobilize
and store supplies, tools and equipment during installation of the ECM(s) as available pursuant to this
Agreement for which such storage space may be required, with locking capacity acceptable to Ameresco. Only
Ameresco or any of Ameresco's subcontractors, and Customer's assigned personnel shall have access to
storage.
(o) Fuel: Customer shall procure and pay for all energy, utilities and fuel for the operation of the Property.
(p) Cooperation during Construction: Customer shall reasonably cooperate in relocating occupants, staff,
personnel, furniture and equipment and taking such other actions as may be necessary by Customer in order to
prepare space for work by Ameresco to enable Ameresco to timely perform its obligations hereunder.
SECTION 11 Defaults
(a) By Customer: Customer shall be in default under this Agreement upon the occurrence of any of the
following:
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(i) Customer fails to pay when due any amount to be paid under this Agreement and such failure
continues for a period of five (5) business days after notice of overdue payment is delivered
by Ameresco to Customer;
(ii) Any representation or warranty made by Customer in this Agreement or in any writing
delivered by Customer pursuant hereto proves at any time to have been false, misleading or
erroneous in any material respect as of the time when made;
(iii) Customer fails to perform any of its required duties or obligations under this Agreement and
fails to cure such failure and the effects of such failure within thirty (30) days of receipt of
written notice of default, unless such failures and effects cannot be completely cured within
thirty (30) days after said written notice, in which case a default shall exist only if Customer
does not commence and diligently pursue to cure such failures and effects as soon as
practicable;
(iv) Customer enters receivership, or makes an assignment for the benefit of creditors, whether
voluntary or involuntary, or a petition is filed by or against Customer under any bankruptcy,
insolvency or similar law and such petition is not dismissed within sixty (60) days; or
(v) Customer fails to cooperate in relocating occupants, staff, personnel, furniture and equipment
or to take such other actions as may be necessary by Customer in order to prepare space for
work by Ameresco as is reasonably requested by Ameresco in a timely manner in order to
allow the Scope of Services to be accomplished hereunder.
(b) By Ameresco: Ameresco shall be in default under this Agreement if Ameresco fails to perform any of
its material duties or obligations under this Agreement and fails to cure such failure or effects of such failure
within thirty (30) days of receipt of written notice of default, unless such failure or effects of such failure cannot
be completely cured within thirty (30) days after said written notice, in which case a default shall exist only if
Ameresco does not promptly commence and diligently pursue to cure such failure as soon as practicable.
SECTION 12 Remedies for Default
If either Party defaults under this Agreement, the other Party may, subject to the dispute resolution procedures
in Section 13 below:
(a) bring actions for any remedies available at law or in equity or other appropriate proceedings for the
recovery of damages, including amounts past due; and
(b) with or without recourse to legal process, terminate this Agreement by delivering written notice of
termination at least ten (10) days prior to the requested termination date.
SECTION 13 Dispute Resolution
Claims, disputes, or other matters in controversy ( a "Dispute") arising out of or related to the Agreement or
the Project shall be subject to informal dispute resolution and mediation as a condition precedent to any and
all remedies at law or in equity. If during the term of this Agreement a Dispute arises concerning the Project
or this Agreement, the Dispute shall initially be submitted to Customer's project representative and Ameresco's
project manager for resolution by mutual agreement between the Parties. Any mutual determination by
Customer's project representative and Ameresco's project manager will be final and binding upon the Parties.
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However, should Customer representative and Ameresco's project manager fail to arrive at a mutual decision
as to the Dispute within ten (10) business days after notice to both individuals of such Dispute, such Dispute
will be submitted to a representative from management of both Parties who shall meet in person or by phone
within ten (10) business days after either Party gives the other Party written notice of the Dispute (the "Dispute
Notice"). The Dispute Notice shall set forth in reasonable detail the aggrieved Party's position and its proposal
for resolution of the Dispute. If the Dispute is not resolved within thirty (30) calendar days after the first
meeting of the Parties, then the Parties shall endeavor to resolve the Dispute by mediation. A request for
mediation shall be made in writing and delivered to the other Party. The request may be made concurrently
with the filing of any and all remedies at law or in equity but, in such event, mediation shall proceed in advance
of any proceedings filed in a judicial forum, which shall be stayed pending mediation for a period of sixty (60)
days from the date of filing, unless stayed for a longer period of time by agreement of the Parties or court order.
The Parties shall share the fees of the mediation equally. The mediation shall be held in the place where the
Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be
enforceable as settlement agreements in any court having jurisdiction thereof.
If the Parties do not resolve the Dispute through informal dispute resolution or mediation, either Party is free
to pursue any other available remedy in law or at equity.
SECTION 14 Insurance and Bonds
(a) By Ameresco: Ameresco shall provide and maintain at its expense the following insurance coverage:
(i) Workers' Compensation and Employer's Liability Insurance as required by applicable State
law.
(ii) Commercial General Liability Insurance, including contractual liability, Bodily Injury per
person, $1 million; Bodily Injury per occurrence, $1 million; Property Damage per occurrence,
$1 million; Personal Injury per occurrence, $1 million.
(iii) Comprehensive Automobile Liability Insurance, including owned, non -owned and hired
automotive equipment of, Bodily Injury per person, $1 million; Bodily Injury per occurrence,
$1 million; Property Damage per occurrence, $1 million.
Ameresco shall deliver to Customer a Certificate of Insurance naming Customer as an additional insured party
under paragraphs (ii) and (iii), above.
(b) Ameresco shall deliver to Customer Payment and Performance Bonds in a sum equal to the Contract
Cost conditioned upon faithful performance of the Agreement by Ameresco, for the implementation of the
ECM(s) as it may be from time to time modified by Change Orders within ten (10) days of issuance of a Notice
to Proceed. Notwithstanding any provision to the contrary herein, any payment and performance bonds
associated with this Agreement guarantee only the performance of the installation portion of this Agreement,
and shall not be construed to guarantee the performance of. (1) any efficiency or energy savings guarantees, (2)
any support or maintenance service agreement, or (3) any other guarantees or warranties with terms beyond
one (1) year in duration from the completion of the installation portion of this Agreement.
(c) By Customer: Without limiting any of its obligations or liabilities under this Agreement, Customer
shall provide and maintain at its expense, insurance coverage consistent with the requirements of
Subsection 1044 above, and its obligations under this Agreement.
Confidential & Proprietary Information of Ameresco, Inc. Page 14 of 56
SECTION 15 Indemnification and Limitation of Liability
(a) Anything in this Agreement to the contrary notwithstanding, neither Party nor its respective officers,
directors, agents, employees, parent, subsidiaries or affiliates or their affiliates' officers, directors, agents or
employees shall be liable, irrespective of whether such claim of liability is based upon breach of warranty, tort,
(including negligence, whether of any of the Parties to this Agreement or others), strict liability, contract,
operation of law or otherwise, to any other Party, or its affiliates, officers, directors, agents, employees,
successors or assigns, or their respective insureds, for incidental, delay, punitive or consequential damages
connected with, related to or arising from performance or non-performance of this Agreement, or any action
or inaction in connection therewith including claims in the nature of lost revenues, income or profits (other
than payments expressly required and due under this Agreement), and increased expense of, curtailment,
reduction in or loss of power generation production or equipment used therefor.
(b) Ameresco's total aggregate liability for any and all injuries, damages, claims, losses, expenses or claim
expenses (including attorney's fees) arising out of this Agreement from all causes or any causes, regardless of
the legal theory under which liability is imposed, shall in all cases be limited to the sum of the payments received
by Ameresco under Section 4. Such causes shall include, but not be limited to, Ameresco's negligence, errors,
omissions, strict liability, breach of contract, warranty, breach of warranty or any indemnified claims.
(c) Ameresco agrees to indemnify and hold Customer harmless from and against any and all third party
claims for damages but only to the extent such damages arise by reason of bodily injury, death or damage to
property caused by Ameresco's negligence or willful misconduct. To the extent that any such damages are
covered by or under Ameresco's Commercial General Liability Insurance policy, Ameresco shall not be required
to indemnify Customer in excess of the proceeds of such policy. In no event, however, shall Ameresco be
obligated to indemnify Customer to the extent that any such injury or damage is caused by the negligence of
Customer or any entity for which Customer is legally responsible.
(d) Customer agrees to indemnify and hold harmless Ameresco, its officers, agents and employees, from
and against any and all third party claims for damages but only to the extent such damages arise by reason of
bodily injury, death or damage to property caused by Customer's negligence or willful misconduct. In no event,
however, shall Customer be obligated to indemnify Ameresco to the extent that such injury or damage is caused
by the negligence of Ameresco or any entity for which Ameresco is legally responsible.
SECTION 16 Agreement Interpretation and Venue
Each Party hereto has had ample opportunity to review and comment on this Agreement. This Agreement shall
be read and interpreted according to its plain meaning and an ambiguity shall not be construed against either
Party. The judicial rule of construction that a document should be more strictly construed against the
draftsperson thereof shall not apply to any provision of this Agreement.
This Agreement shall be governed as to all matters, whether of validity, interpretations, obligations,
performance or otherwise exclusively by the laws of the State in which the Project is located (the "State").
Regardless of where actually delivered and accepted, this Agreement shall be deemed to have been delivered
and accepted by the Parties in the State. Any mediation and legal proceedings involving the negotiation,
formation, interpretation, or enforcement of this Agreement may be brought in any federal district court having
jurisdiction over the Parties.
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SECTION 17 Privileged and ProprietarX Information
Ameresco's systems, means, cost, and methodologies of evaluating, implementing, accomplishing and
determining energy savings and the terms of the Agreement for this Project shall be considered privileged and
proprietary information. Customer shall use the same level of effort to protect and safeguard such information
as it employs to safeguard its own confidential information, provided, however, that Customer is a public entity
which has very little information that is not open to the public. Customer shall not disclose such proprietary
information without the express written consent of an officer of Ameresco unless required to do so by statute
or regulation. When any request for disclosure of such information is made under any applicable freedom of
information law (the "FOIL"), Customer shall provide prompt written notice to Ameresco such that Ameresco
will have the opportunity to timely object under the FOIL should it desire to object to such disclosure of that
information in whole or in part. In the event that Customer is required to make a filing with any agency or
other governmental body, which includes such information, Customer shall notify Ameresco and cooperate
with Ameresco in order to seek confidential treatment of such information included within any such filing or,
if all such information cannot be protected from disclosure, to request that Customer be permitted to redact
portions of such information, as Ameresco may designate, from that portion of said filing which is to be made
available to the public.
SECTION 18 Severability
If any provision of this Agreement is found by any court of competent jurisdiction to be invalid or
unenforceable, the invalidity of such provision shall not affect the other provisions of this Agreement, and all
other provisions of this Agreement shall remain in full force and effect.
SECTION 19 Assignments and Subcontracting
(a) Ameresco may elect to use subcontractors in meeting its obligations hereunder. Nothing contained in
this Agreement shall create any contractual relation between any subcontractor and Customer.
(b) Customer shall not assign, transfer, or otherwise dispose of this Agreement, the ECM(s) or the
Property, or any interest therein, or sublet or lend the ECM(s) or permit the ECM(s) to be used by anyone
other than Customer and Customer's employees without the prior express written consent of Ameresco;
provided that Customer may, without obtaining the consent of Ameresco, assign its rights in the ECMs to any
financial institution, lender or investor in connection with a leasing or financing arrangement for funding of
the Contract Cost. If Customer transfers ownership or its interest in the Property without the prior written
consent of Ameresco, this Agreement shall, at Ameresco's option, terminate automatically.
(c) Ameresco shall not assign this Agreement in whole or in part to any other party without first obtaining
the consent of Customer, which consent shall not be unreasonably withheld; provided that, Ameresco may
assign, without obtaining the consent of Customer, its rights and obligations under this Agreement in whole or
in part to any affiliated or associated company of Ameresco and its rights for payments only under this
Agreement to any financial institution, lender or investor in connection with a credit facility to which Ameresco
is a party.
SECTION 20 Waiver
Any waiver of any provision of this Agreement shall be in writing and shall be signed by a duly authorized agent
of Ameresco and Customer. The waiver by either Party of any term or condition of this Agreement shall not
Confidential & Proprietary Information of Ameresco, Inc. Page 16 of 56
be deemed to constitute a continuing waiver thereof nor of any further or future waiver of any additional right
that such Parry may be entitled to under this Agreement.
SECTION 21 Force Majeure
If either Parry shall be unable to carry out any part of its obligations under this Agreement (except Customer's
obligations to make payments when due), due to causes beyond its control ("Force Majeure"), including, but
not limited to, an act of God, strikes, lockouts or other industrial disturbances acts of public enemies orders or
restraints of any kind of the government of the United States or any state or any of their departments agencies
or officials or any other civil governmental, military or judicial authority, war, blockage, insurrection, riot,
sudden action of the elements, fire, explosion, flood, earthquake, storms, utility power outage, drought,
landslide, or explosion or nuclear emergency, plague, epidemic, pandemic, outbreaks of infectious disease or
any other public health crisis, including quarantine or other employee restrictions, this Agreement shall remain
in effect but the affected Parry's obligations shall be suspended for a period equal to the disabling circumstances,
provided that:
(a) the non -performing Party gives the other Party prompt written notice, unless such other Party would
not be prejudiced by a delay in notification, describing the particulars of the event of Force Majeure, including
the nature of the occurrence and its expected duration, and continues to furnish timely regular reports with
respect thereto during the period of Force Majeure;
(b) the suspension of performance is of no greater scope and of no longer duration than is required by the
event of Force Majeure;
(c) no obligations of either Party that arose before the event of Force Majeure causing the suspension of
performance are excused as a result of the event Force Majeure;
(d) the non -performing Party uses reasonable efforts to remedy its inability to perform; and
(e) the Term of this Agreement shall be extended for a period equal to the number of days that the event
of Force Majeure prevented the non -performing Party from performing.
Any decision by Customer to close or change the use of the facilities or ECM's at the Property, except to the
extent such closure or change is itself caused by Force Majeure, shall not constitute a Force Majeure excusing
Customer's performance under this Agreement.
SECTION 22 Contract Documents
(a) Upon execution of this Agreement by both Parties, this Agreement and its Attachments, which are
hereby incorporated herein by reference, shall constitute the entire Agreement between the Parties relating to
the subject matter hereof, and shall supersede all requests for proposals, proposals, previous agreements,
discussions, negotiations, correspondences, and all other communications, whether oral or written, between
the Parties relating to the subject matter of this Agreement.
(b) This Agreement may not be modified or amended except in writing signed by the Parties.
(c) Headings are for the convenience of reference only and are not to be construed as a part of the
Agreement.
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SECTION 23 Notices
All notices, requests, demands, elections and other communications under this Agreement, other than
operational communications, shall be in writing and shall be deemed to have been duly given on the date when
hand -delivered, or on the date of the confirmed facsimile transmission, or on the date received when delivered
by courier that has a reliable system for tracking delivery, or six (6) business days after the date of mailing when
mailed by United States mail, registered or certified mail, return receipt requested, postage prepaid. All notices
shall be addressed to the following individuals:
(a) If to Customer:
City of South Bend
219 S. Saint Louis Boulevard
South Bend, IN 46617
Attention: Jeff Jarneke
(b) If to Ameresco:
Ameresco, Inc.
111 Speen Street, Suite 410
Framingham, MA 01701
Attention: General Counsel
Email: dcorrsin@ameresco.com
With a Copy to:
legalnotices@ameresco.com
Either Party may from time to time change the individual(s) to receive notices and/or its address for notification
purposes by giving the other Party written notice as provided above.
SECTION 24 Records
To assist Ameresco in its performance of this Agreement, Customer shall (to the extent it has not already done
so) furnish (or cause its energy suppliers and transporters to furnish) to Ameresco, upon its request, accurate
and complete data (kept by Customer or Customer's energy suppliers and transporters in the regular course of
their respective businesses) concerning energy usage for the existing facilities at the Property, including the
following data for the most current thirty-six (36) month period: utility records, occupancy information;
descriptions of any changes in building structure or heating, cooling or other systems or energy requirements;
descriptions of all energy consuming or saving equipment used on Property; descriptions of all energy
management procedures presently utilized. If requested by Ameresco, Customer shall also provide any prior
energy analyses of the Property, to the extent available.
SECTION 25 Representations and Warranties
Each Party warrants and represents to the other Party that:
(a) it has all requisite power, authority, licenses, permits, and franchises, corporate or otherwise, to execute
and deliver this Agreement and perform its obligations hereunder;
Confidential & Proprietary Information of Ameresco, Inc. Page 18 of 56
(b) its execution, delivery, and performance of this Agreement have been duly authorized by, or are in
accordance with, as to Ameresco, its organizing instruments and as to Customer, by all requisite action and are
not in breach of any applicable law, code or regulation;
(c) this Agreement has been duly executed and delivered by the signatories so authorized, and constitutes
each Party's legal, valid and binding obligation;
(d) its execution, delivery, and performance of this Agreement shall not result in a breach or violation of,
or constitute a material default under, any agreement, lease or instrument to which it is a party or by which it
or its properties may be bound or affected; and
(e) it has not received any notice, nor to the best of its knowledge is there pending or threatened any notice
of any violation of any applicable laws, ordinances, regulations, rules, decrees, awards, permits or orders which
would materially adversely affect its ability to perform hereunder; and
(f) the persons executing this Agreement are fully authorized by law to do so.
SECTION 26 Additional Representations and Warranties of Customer
Customer hereby warrants and represents to Ameresco that:
(a) Customer intends to continue to use the Property in a manner reasonably similar to its present use;
(b) Customer does not contemplate any changes to the electrical and thermal consumption characteristics
of the Property except as may have been disclosed to Ameresco by Customer in writing prior to the execution
of this Agreement;
(c) Customer has provided Ameresco with all records heretofore requested by Ameresco;
(d) Customer has not entered into any other agreements or understandings for the Property with persons
or entities other than Ameresco regarding the provision of the Scope of Services;
(e) Since the date of the audit report previously delivered by Ameresco to the Customer, if any, there has
been no change, event, circumstance or development that has or could reasonably be expected to have a
material adverse effect on (i) the operation or condition of the Property, (ii) the energy usage at the Property,
or (iii) the ability of Customer to perform its obligations hereunder; and
(� Customer has obtained all necessary governmental, legal, administrative and any other approval
necessary for it to enter into and perform this Agreement.
SECTION 27 Independent Contractor
Nothing in this Agreement shall be construed as reserving to Customer any right to exercise any control over
or to direct in any respect the conduct or management of business or operations of Ameresco. The entire
control or direction of such business and operations shall be in and shall remain in Ameresco, subject only to
Ameresco's performance of its obligations under this Agreement. Neither Ameresco nor any person
performing any duties or engaged in any work on the Property on behalf of Ameresco shall be deemed an
employee or agent of Customer.
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Nothing in this Section shall be deemed to be a waiver of Customer's right to use the Property. Customer and
Ameresco are independent of one another and shall have no other relationship relating to or arising out of this
Agreement. Neither Party shall have or hold itself out as having the right or authority to bind or create liability
for the other by its intentional or negligent act or omission, or to make any contract or otherwise assume any
obligation or responsibility in the name of or on behalf of the other Party.
SECTION 28 Negligent/Wrongful Acts
Neither Party to this Agreement shall be liable for any negligent or wrongful acts, either of commission or
omission, chargeable to the other. This Agreement shall not be construed as seeking to either enlarge or
diminish any obligation or duty owed by one Party against the other Party or against third parties.
SECTION 29 Further Documents and Events
The Parties shall execute and deliver all documents and perform all further acts that may be reasonably
necessary to effectuate the provisions of this Agreement.
Customer shall execute all documents which may be reasonably required for Ameresco to obtain all licenses,
permits and governmental approvals required by Ameresco for installation and operation of the ECM(s).
Ameresco's obligations hereunder are also subject to obtaining all such licenses, permits and governmental
approvals as are required to perform its obligations under this Agreement.
Customer agrees that Ameresco shall have the right to all environmental, energy, tax, financial, and electrical -
related attributes, rights, credits, deductions, benefits and characteristics associated with or arising out of the
transactions contemplated by this Agreement or associated with the ECMs or with the energy, capacity or
electrical savings created under this Agreement, howsoever created or recognized. Customer shall provide
Ameresco all reasonable assistance in perfecting its rights to such attributes, rights, credits, benefits and
characteristics.
SECTION 30 Third Party Beneficiaries
The Parties hereto do not intend to create any rights for, or grant any remedies to, any third -party beneficiary
of this Agreement.
SECTION 31 Notifications of Governmental Action = Occupational aafeety and Health
The Parties shall notify each other as promptly as is reasonably possible upon becoming aware of an inspection
under, or any alleged violation of, the Occupational Safety and Health Act or any other provision of federal,
state or local law, relating in any way to the undertakings of either Party under this Agreement.
SECTION 32 Appropriations; Termination for Convenience
(a) Customer shall take all necessary and timely action during the Term to obtain funds and maintain
appropriations sufficient to satisfy its obligations under this Agreement.
(b) The foregoing notwithstanding, subsequent to the date of the Delivery and Acceptance Certificate, this
Agreement may be terminated by Customer in accordance with the provisions of this Section 32. Customer
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shall provide notice to Ameresco of its election to terminate no later than ninety (90) days in advance of the
end of the then current Guarantee Year. The termination shall become effective on the last day of said
Guarantee Year. The termination of this Agreement by Customer shall release Ameresco from its obligation to
provide maintenance, monitoring and training services after the effective date of termination, as well as its
obligation to provide the Savings Guarantee after the termination date; provided, however, that Customer is
responsible for payment for maintenance, monitoring and training services performed in accordance with the
terms of this Agreement prior to the termination date and Ameresco shall remain responsible for any Savings
Shortfall (as defined in Attachment C) payments due Customer prior to the date of termination.
SECTION 33 References
Unless otherwise stated, all references to a particular Attachment or to Attachments herein are to the
referenced Attachment or Attachments which are attached to this Agreement and all such referenced
Attachments are incorporated by reference within this Agreement. All references herein to a Section shall refer
to a Section of this Agreement unless this Agreement specifically provides otherwise.
IN WITNESS WHEREOF, the duly authorized officers or representatives of the Parties have set their
hand on the date first written above with the intent to be legally bound.
CITY OF SOUTH BEND, INDIANA
BOARD OF PUBLIC WORKS
Elizabeth A. Maradik, President
Joseph R. Molnar, Vice President
P" � A&t
Gary A. Gilot, Member
Breana Micou, Member
Murray L. Miller, Member
ATTEST:
Madeline Hostetler, Acting Clerk
Date: July 22, 2025
AMERESCO, INC.
Authorized and Required Signature
Name: Ron Haxton
Title: Senior Vice President
Confidential & Proprietary Information of Ameresco, Inc. Page 21 of 56
ATTACHMENTS TO ENERGY SERVICES AGREEMENT
BETWEEN
AMERESCO, INC.
AND
CITY OF SOUTH BEND
ATTACHMENT A
PROPERTY DESCRIPTION
The following buildings, facilities, and areas, which are owned and operated by CUSTOMER, are included in
the Scope of Services set forth in Attachment B:
AddressBuilding Name
Olive St Water Treatment Plant 915 S Olive St South Bend, IN 46619
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ATTACHMENT B
SCOPE OF SERVICES
This Attachment sets forth a description of the Energy Conservation Measures (ECM) and related equipment
to be installed by Ameresco at the buildings, facilities, and areas set forth in Attachment A within the Property.
Installation of the ECM(s) and the included equipment is subject to change if Ameresco discovers unforeseen
conditions at the Property that render its preliminary analysis of the Property inaccurate, or significantly affect
achievement of the Guaranteed Savings. Any changes to the installation of the ECM(s) and the included
equipment are subject to the approval of the Customer and issuance of a Change Order, which approval shall
not be unreasonably withheld, conditioned or delayed.
The ECMs described below are included in the Scope of Services:
ECM 1: Solar PV
Ameresco will design, procure, and install a ground mount solar system interconnected behind the meter
serving Wells 1-2 & Office (Account 0446885710) and a second system interconnected behind the meter
serving Wells 3 & 6 (Account 0415885710) at the Water Treatment Plant at 915 S Olive St. This total system
capacity at standard test conditions (STC) will be 392 kW-DC/375 kW -AC. This includes:
1. Complete electrical and structural engineering in relation to the solar arrays.
2. Required permitting with the local authority having jurisdiction
3. Applying for and completing the requirements of the interconnection agreement with the Indiana
Michigan Power.
4. Final design information for the system will be provided upon project closeout for Customer's
Investment Tax Credit application. Ameresco cannot guarantee that Customer will receive
Investment Tax Credit or associated bonuses.
5. Furnish and install tier 1 solar panels including shipping.
a. Ameresco supplied Hanwha 395W panels
b. System capacity with total nameplate capacity of 392 kW -DC.
c. Photovoltaic modules will be mounted at a 20 degree fixed tilt and will be installed at an
azimuth of 180 degrees.
6. Furnish and install (1) Solectria XGI 1500 200/200-480 and (1) Solectria XGI 1500 175/175-480
three phase inverters.
7. Furnish and install a Data Acquisition system including:
a. (2) revenue grade meter to monitor system operation
b. (1) weather station
c. (2) irradiance sensors
d. The monitoring data will be available to view on an online dashboard visible by the
Customer and will include 15 minute interval monitoring.
e. Customer shall provide an ethernet connection to the LAN network at the GAC building.
f. 5 years of subscription services will be provided. Customer shall be responsible for annual
subscription costs after that time which will be provided under a separate agreement.
The system interconnection shall occur at the meter at the 480VAC level.
a. A line side tap into the utility service and a new switch and fuse will be installed into the
output of the utility meter to serve each solar array.
b. No upgrades or changes to the facility distribution system will be made. Any upgrades
required by permitting review are excluded.
c. Electrical utility upgrades are not included. Ameresco shall coordinate with the local electric
Confidential & Proprietary Information of Ameresco, Inc. Page 23 of 56
utility should they require upgrades to their system to accommodate the solar system
interconnection.
9. Furnish and install APA Solar Racking Ready Rack (or equal) mounting system.
10. Aluminum conductor will be used except for grounding and the interconnection.
11. Underground conduit shall be run from the array to the interconnection point. Conduit underground
shall be Schedule 40 PVC. Conduits transitioning to and from the underground PVC shall be RMC.
12. Low grow grass seeds will be planted within the array.
13. Interconnection may occur on Saturday and will be coordinated with the Customer to minimize
disruptions.
14. 4.3% of the contract value will be performed by women owned businesses) and 1.1% of the contract
value will be performed by minority owned business(es).
General Scope of Services Comments:
• Unless specifically noted in the Scope of Services — abatement of ACM and other hazardous materials
is excluded.
• As final engineering is not started and equipment is not ordered until Ameresco has a signed contract
/ notice to proceed - Ameresco cannot guarantee delivery dates / system start-up and is not responsible
for costs associated with additional mobilizations, temporary equipment, etc. if long lead times affect
construction schedule.
• Material ordering and final scheduling will not occur until a signed agreement is received.
• Ameresco pricing assumes 100% availability of the project area to do the work. Unless noted
otherwise, pricing based on first shift only (Monday through Friday).
• Piping / conduit / wire mold may be run exposed in occupied spaces (as applicable).
• Unless specifically noted in the Scope of Services — conduit / wire mold is un-painted.
• Based on the existing drawings, it is assumed that there are no underground utilities are in the area of
the array.
Exclusions:
• Union labor and/or prevailing wage rates
• Apprentices Labor
• Copper conductor
• Tariffs imposed or changes required due to changes in law after the date of contract execution
• Lighting or security cameras
• Domestic content per the ITC definition
• Utility service upgrades or other electrical infrastructure upgrades including harmonic distortion
remediation
• Excludes lightning protection system design, modification and/or installation.
• Design changes due to underground utilities within the array field.
• Backup power during the utility shutdown for interconnection
• Operations & Maintenance of the system
Confidential & Proprietary Information of Ameresco, Inc. Page 24 of 56
ATTACHMENT C
SAVINGS GUARANTEE
GUARANTEED SAVINGS AMOUNT; GUARANTEE PERIOD
Ameresco hereby guarantees to Customer that the amount of the Annual Savings shall equal or exceed the
"Guaranteed Savings" (as specified in Table C-1 below), over the Guarantee Period (defined below).
The Annual Guaranteed Savings Amount is made up of one (1) savings components:
1. Energy (Electricity, Gas, and Water) Savings
Ameresco, guarantees the total Annual Guaranteed Savings Amount, but does not guarantee the savings
amount achieved by each individual savings measure.
Sources of Energy and Operating Cost Savings are set forth in Attachment G. Operating Cost Savings can
result from avoided expenditures for operations, maintenance, equipment repair, or equipment replacement
and/or capital funds for projects that, because of the project, will not be necessary including costs of planned
renovation, renewal, or repair avoided as a result of the Project.
Calculation of the Annual Savings shall be performed under, and governed by, the methods, formulas, and
procedures described in the Measurement and Verification Plan set forth in Attachment G.
Table C-1
Year
1
Energy Savings
$41,369
Total Guaranteed Savings
$37,232
2
$42,610
$38,349
3
$43,888
$39,500
4
$45,205
$40,685
5
$46,561
$41,905
6
$47,958
$43,162
7
$49,397
$44,457
8
$50,879
$45,791
9
$52,405
$47,165
10
$53,977
$48,580
11
$55,597
$50,037
12
$57,265
$51,538
13
$58,982
$53,084
14
$60,752
$54,677
15
$62,574
$56,317
16
$64,452
$58,007
17
$66,385
$59,747
Confidential & Proprietary Information of Ameresco, Inc. Page 25 of 56
18
$68,377
$61,539
19
$70,428
$63,385
20
$72,541
$65,287
The Guarantee Period shall be 20 years unless terminated earlier as a result of termination of the Agreement.
The Customer has reviewed the Guaranteed Savings calculations, assumptions, and methodologies contained
in the M&V Plan and the Baseline set forth in Attachment G. and the Standards of Service and Comfort set
forth in Attachment 1 and finds them to be reasonable.
This Attachment C, comprising two (2) pages, is attached to and made part of the Agreement.
CITY OF SOUTH BEND AMERESCO, INC
Name:
Title:
Date:
Name: Ron Haxton
Title: Senior Vice President
Date:
Confidential & Proprietary Information of Ameresco, Inc. Page 26 of 56
ATTACHMENT D (1)
DELIVERY AND ACCEPTANCE CERTIFICATE
PROJECT COMPLETION LOG
Sub -Project Tasks/Punch Listitems Completion Date
Notes (special instructions, etc.):
Items furnished to CUSTOMER with this Delivery and Acceptance Certificate:
❑ Receipt of owner's manuals; sets.
❑ Receipt of instruction and training;
❑ Completion of inspection and walk-through.
❑ Receipt of warranty information.
The punch list items are hereby completed in accordance with the Agreement. [Customer agrees that the
Energy Savings and Operating Cost Savings, as applicable, have been satisfied for the term of the Guarantee
Period.]
CUSTOMER By: Title: Date:
Confidential & Proprietary Information of Ameresco, Inc. Page 27 of 56
ATTACHMENT D (2)
PERCENT COMPLETE ACKNOWLEDGEMENT CERTIFICATE
Customer hereby acknowledges receipt and acceptance of the portion of the Energy Conservation
Measure (the "ECM") described in Attachment B to the Energy Services Agreement (the "Agreement") dated
3202 _ between Customer and Ameresco. Customer certifies that the work described in
the related application for payment submitted by Ameresco has been completed in accordance with the
Agreement and that the ECM(s) are percent complete, as substantiated by sufficient detail provided by
Ameresco. Customer agrees to make payment to Ameresco as set forth in Section 4 of the Agreement.
Date Accepted by Customer:
Accepted for:
Accepted by:
Name:
Title:
ACKNOWLEDGMENT OF AMERESCO
Ameresco hereby acknowledges that the total amount due based upon percent complete for the ECM's
described in Attachment B, and the Notice to Proceed, hereto is $
Date Accepted by Ameresco:
Accepted for: AMERESCO, INC.
Accepted by:
Name:
Title:
Confidential & Proprietary Information of Ameresco, Inc. Page 28 of 56
ATTACHMENT D (3)
SUBSTANTIAL COMPLETION CERTIFICATE
PROJECT NAME & ADDRESS: PROJECT NO.:
CONTRACT DATE:
DESCRIPTION:
The installation of [list each ECM being accepted with this certificate] under the Agreement has/have been
reviewed and found to be substantially complete. The date of Substantial Completion of the forgoing ECM(s)
is hereby established as:
SUBSTANTIAL COMPLETION DATE:
The date of Substantial Completion of an ECM is the date when such ECM is sufficiently complete in
accordance with the Agreement so that Customer derives beneficial use thereof. The punch list items
are hereby completed in accordance with the Agreement. [Customer agrees that the Energy Savings
and Operating Cost Savings, as applicable, have been satisfied for the term of the Guarantee Period.]
The Substantial Completion date set forth above is the date of commencement of applicable warranties for
such ECM(s), as required by the Agreement. A list of items to be completed or corrected is identified below
as punch list items.
CONTRACTOR: Ameresco, Inc., 111 Speen Street, Suite 410, Framingham, Massachusetts 01701
AUTHORIZED
NAME:
(type or print)
CUSTOMER:
AUTHORIZED
NAME:
(type or print)
DATE:
DATE:
PUNCHLIST ITEMS
Attach additional page(s) as necessary. Number of pages attached
ATTACHMENT E
Confidential & Proprietary Information of Ameresco, Inc. Page 29 of 56
NOTICE TO PROCEED
MONTH DAY YEAR
Ron Haxton
Senior Vice President
Ameresco, Inc.
10 S. LaSalle Street, Suite 3450
Chicago, IL 60603
SUBJECT: NOTICE TO PROCEED
Mr. Haxton:
In accordance with the terms of the Energy Services Agreement dated , Customer
hereby issues this Notice to Proceed to Ameresco in relation to the Scope of Services for this Phase set
forth this Agreement.
Sincerely,
CITY OF SOUTH BEND
Signature
Name
Title
Confidential & Proprietary Information of Ameresco, Inc. Page 30 of 56
ATTACHMENT F
CHANGE ORDER
(Agreement for change in Scope of Services)
CUSTOMER:
Ameresco Project No.
I. REQUEST Date:
(a) Requested by CUSTOMER NAME pursuant to Section 8 of the Energy Services
Agreement dated
(b) Description of change Description of change.
II. AMERESCO'S AGREEMENT
For all costs involved in this change including extensions of time herein requested, Ameresco proposes to
perform the additional work described in the Attachments listed below (which are hereby incorporated herein
by reference into the Agreement resulting from this Change Order #X), in accordance with the provisions of
the Agreement entered into ESA Date, (excluding the original Attachments, except where indicated, but
including the Attachments listed below) for the Contract Cost as follows.
Payrnent shall be made on the basis of-
(x) Predetermined lump sum total of (add) 00/100 DOLLARS ($).
An extension of contract time of calendar days to is required.
ATTACHMENTS
[Tailor to Change Order and Scope]
All references in the Agreement to Attachments shall also mean and refer to Attachments A-, B- , etc., included
in this Change Order as a separate Scope of Services.
All other provisions of the Agreement not expressly modified by this Change Order shall remain in full force
and effect including but not limited to, Section 25 of the Agreement, Representations and Warranties, which
representations and warranties are incorporated herein by reference with respect to this Change Order.
IN WITNESS WHEREOF, the Parties hereto have caused this Change Order to be duly executed and
delivered by their proper and duly authorized officers as of the date first written above.
Confidential & Proprietary Information of Ameresco, Inc. Page 31 of 56
AMERESCO, INC.:
By: Ron Haxton
Title: Executive Vice President
Date:
(Signature Required)
CUSTOMER APPROVAL:
CUSTOMER
By: _
Title:
Date:
Contract Award
Previous Additions
Previous Deductions
Net Total
This Change
Total
By:
Title:
Date:
Confidential & Proprietary Information of Ameresco, Inc. Page 32 of 56
ATTACHMENT G
MEASUREMENT AND VERIFICATION PLAN;
METHODOLOGY OF CALCULATING SAVINGS
SECTION 1: SAVINGS MEASUREMENT AND VERIFICATION
Utility Rates
Table G1 summarizes the baseline utility rates. These rates were used in establishing the Baseline and
calculations in this Attachment G. Throughout the Term of the Guarantee Period the utility rates in Table G1,
escalated at 3.0% per year shall be used in determining Annual Savings. The Customer acknowledges and
accepts the utility rates set forth in Table G1 as reasonable.
Table G1: Utility Rates
*The electric rate is based on the weighted average of the cost of electricity used ($0.0973/kWh) and the value
of electricity exported ($.0361 /kWh). Based on historical data, approximately 64% of the energy produced by
the PV array will be consumed on -site while 36% will be exported.
**The cost of carbon is based on the City's evaluation of the cost of carbon and the August 2024 Energy Star
Portfolio Manager Technical Reference, Greenhouse Gas Emissions, value of 133.71kg of CO2 equivalent
emissions per million BTU of electricity for the Ohio Valley Region.
Existing Utility Information
Four electric meters are present on -site. The larger system will be connected to the meter serving account
0446885710. From July 2023 July 2024, this account consumed 893,700kWh of electricity. The smaller system
will be connected to the meter serving account 04158857104. From July 2023 July 2024, this account consumed
125,952kWh of electricity.
Energy Savings
Actual Annual Savings from Energy Savings for the First Guarantee Year shall be determined as set forth in
Table G2 below based on U.S. DoE Federal Energy Management Program M&V Guidelines Version 4.0. In
each subsequent Guarantee Year, the actual Annual Savings determined for the First Guarantee Year shall be
escalated at a rate of 3.0% per year to determine the actual Annual Savings from these measures for such
Guarantee Year.
Confidential & Proprietary Information of Ameresco, Inc. Page 33 of 56
Table G2: ECM 1: Solar PV
Category.
•
Conservation
Ground Mount Solar PV system
Measure
M&V Plan
Option B (all parameter measurement) will be used to quantify the energy savings
Description
associated with the Solar Photovoltaic system.
Baseline
The Solar PV system has been modeled utilizing software to determine the expected
Performance
production for the project location based on system design characteristics and
Parameters
historical average solar availability.
Post Installation
The new Solar PV system will be monitored during start-up / commissioning to
Performance
confirm that the system is operating properly, and that the overall system is operating
Parameters
as intended.
The post installation performance parameters include the following parameters:
• Total system kWh production
• Site Insolation solar availability
• System availability
These parameters will be monitored using 15-minute interval data from the installed
Data Acquisition System after installation is completed to verify the installed system
is producing electricity consistent with the modeled expected output values including
the expected 0.5% annual degradation of PV panel production. If actual production
exceeds the guaranteed production, no adjustments will be made. If actual
production is less than the guaranteed production, monthly adjustments may be
made to account for less than expected insolation, system outages, or other factors
that are not within the control of Ameresco. A regression model will be built using
actual performance data to show the production achieved for a given unit of solar
availability (insolation). This regression will be used to determine the impact of any
equipment downtime, and it will also be used to determine any potential adjustments
for insolation lower than the monthly average for the site.
Performance
Confirm that the system produces the expected annual kWh output as adjusted as
Assurance
described above. Analysis will be performed using values extracted from the DAS
Activities
and reported annually during the M&V term.
Assurance
Ameresco
Activities
Performed By
Customer
Provide all required maintenance and ensure system is allowed to operate
Responsibilities
Performance
The year beginning the first day of the month following Delivery and Acceptance. If
Period
additional years of M&V are paid for, the performance period will be each
subsequent year beginning on the first day of the month following the anniversary
Delivery and Acceptance.
Confidential & Proprietary Information of Ameresco, Inc. Page 34 of 56
M&V Services
For each Guarantee Year for which M&V Services are to be performed, Ameresco will perform the
M&V Services and submit to Customer a measurement and verification report for the Property (the
"M&V Report"), which shall include a guarantee reconciliation (the "Guarantee Reconciliation") upon
the later of (i) ninety (90) days after the end of each Guarantee Year and (ii) sixty (60) days after
Ameresco receives or obtains Customer's available energy usage data for the Guarantee Year in
question, if requested. The Guarantee Reconciliation will set forth the calculation of the cumulative
Annual Savings achieved in relation to the cumulative Guaranteed Savings for the period being
reconciled.
The M&V Services will be performed and an M&V Report delivered for Guarantee Year 1 of the
Guarantee Period. By written notice to Ameresco provided no later than ninety (90) days after the
commencement of any subsequent and consecutive Guarantee Year, Customer, in its sole discretion,
may elect to continue the M&V Services. If the Customer does not elect to continue the M&V Services
within the stated timeframe, the Guaranteed Savings will be deemed achieved for the balance of the
Guarantee Period and no further M&V Services will be performed. The Guaranteed Savings will be
deemed achieved for each year for which M&V Services are not required to be performed.
Upon written notice to Ameresco, given at least ninety (90) days after the commencement of Years 2
through 15 of the Guarantee Period, Ameresco will continue monitoring the performance of each
ECM, consistent with the M&V Plan, and provide an Annual M&V Report; provided however, such
notice may be given only for consecutive Guarantee Years.
The Customer must pay the stated M&V fee listed in Attachment I in advance of each given year for
the M&V Services to be provided as required by the Section 4(d) of the ESA. Failure to pay the M&V
Services fee when due on an annual basis will result in termination of the M&V Services, and the
Guaranteed Savings shall be deemed achieved for each Guarantee Year for which payment was not
made and for the balance of the Guarantee Period.
In the event of early termination of this Agreement or of the M&V Services, unless termination is
effective on the last day of the Guarantee Year then in effect, no annual M&V Report will be produced
for the Guarantee Year then in effect, and the Guaranteed Savings shall be deemed achieved for the
Guarantee Year then in effect and for the balance of the Guarantee Period.
Routine and Non -Routine Adjustments to the Baseline
This Attachment G: Savings Measurement and Verification Plan describes the specific measurement
and verification plan for each energy conservation measure. Contained within each plan are the
calculation formulas for determining energy savings, including adjustments to the energy baseline
during the M&V Term to address routine and non -routine adjustments. Baseline adjustments for
routine and non -routine adjustments are discussed below:
Routine Adjustments
Routine adjustments are changes to the baseline energy consumption due to factors which are both
significant to the energy consumption and vary predictably. Factors resulting in routine adjustments
include, but are not limited to, weather, building temperature setpoint, hours of operation, and number
of occupants. Routine adjustments, if required according to the respective measurement and
verification plan, will be performed annually and will affect the Guarantee Period in which the
adjustment occurs only, and will not be continued into later Guarantee Periods. If routine adjustments
result in a reduction of energy savings and are beyond the control of Ameresco, the value of the Savings
Guarantee will be reduced by the magnitude of the routine adjustment.
Confidential & Proprietary Information of Ameresco, Inc. Page 35 of 56
Non -Routine Adjustments
Non -routine adjustments are changes to the baseline energy consumption due to factors that are
significant to the energy consumption but do not vary predictably. Factors resulting in non -routine
adjustments include, but are not limited to, additions or reductions to the area of a building, changes
to the use of a building, installation, modification, or replacement of equipment, and changes to the
building envelope. Non -routine adjustments, if required according to the respective measurement and
verification plan, will be performed once and will be effective for the remainder of the Guarantee
Period. If non -routine adjustments result in a reduction of energy savings and are beyond the control
of Ameresco, the value of the Savings Guarantee will be reduced by the magnitude of the routine
adjustment.
Reporting of Routine and Non -Routine Adjustments
Both Ameresco and Customer share responsibility in identifying routine and non -routine adjustments.
Ameresco will monitor key parameters and perform site visits as required per the measurement and
verification plan. If, during the course of these actions, Ameresco identifies operations or changes to
the buildings or systems that would result in a baseline adjustment, Ameresco will notify Customer
accordingly as outlined in the measurement and verification plan. Customer is obligated to notify
Ameresco when material changes occur within the facilities and provide additional information, if
required, to perform baseline adjustments, including, but not limited to, equipment submittals, building
plans, and dates that such changes occurred. Ameresco will calculate baseline adjustments, when
required, and submit the results to Customer and its agents.
Guarantee Reconciliation
If, for any Guarantee Year during the M&V Term, the Guaranteed Savings is not achieved, as
evidenced by the fact that the Annual Savings as detailed in the M&V Report is less than the
Guaranteed Savings for the same period, Ameresco shall pay Customer the amount (the "Savings
Shortfall") by which the Guaranteed Savings exceeds the Annual Savings, or, by mutual written
agreement of the Parties, in lieu of making a payment of the Savings Shortfall Ameresco may rectify
the Savings Shortfall through installation of additional ECM(s) or modifications. Such payment,
installation or modification shall be the sole and exclusive remedy of Customer in the event of a Savings
Shortfall. Any such payments shall be included in the aggregate savings total for purposes of future
Guarantee Reconciliations.
In addition, in the event of a Savings Shortfall, Ameresco shall have the right but not the obligation, at
Ameresco's sole discretion and expense, to install additional ECM(s) or modifications to mitigate any
future Savings Shortfall with the approval of Customer, such approval not to be unreasonably withheld,
conditioned or delayed. If, in any Guarantee Year, the Annual Savings exceed the Guaranteed Savings
for such Guarantee Year, the excess savings will be used first to reimburse Ameresco for any Savings
Shortfall payments made in previous years, whether such payment was made in cash or through
installation of additional ECMs, with the balance included in the Annual Savings amount for the
succeeding Guarantee Year.
Dispute Resolution
Any dispute, claim or disagreement of any kind or nature between the Parties arising out of or in
connection with this M&V Plan, Adjustment to the Baseline or the Savings Guarantee shall be resolved
in accordance with the Dispute Resolution procedures set forth in Section 13 of the Agreement.
Confidential & Proprietary Information of Ameresco, Inc. Page 36 of 56
SECTION 2: METHODOLOGY USED TO CALCULATE PROJECT SAVINGS
The methodology used for projecting savings resulting from the implementation of the Project is
summarized in the following equation:
Where:
Annual Savings = Energy Savings
Annual Savings: The total annual savings associated with implementation of this Project.
This is the savings figure that will be used for comparison to the Guaranteed Savings as part
of the Guarantee Reconciliation.
Energy Savings: The total Energy Savings associated with reduction in energy consumption
as a result of implementation of this Project.
ENERGY SAVINGS
Table G3: Summary of Annual Savings
*Based on historical hourly data, approximately 64% of solar production is expected to be used on-
site
**A safety factor is applied to the expected savings to account for uncertainties and potential
variances in system performance over time. These uncertainties can arise from factors such as
weather variability, equipment degradation, shading, soiling, and operational changes at the facility.
Ameresco includes the impact of these uncertainties in the energy calculations; however, actual
conditions can vary beyond the expected ranges. By applying a conservative adjustment to the
expected savings, the safety factor helps ensure that the guaranteed savings are realistically achievable
under a range of conditions. This approach reduces the risk of underperformance and enhances the
credibility and financial reliability of the project.
Confidential & Proprietary Information of Ameresco, Inc.
Page 37 of 56
The following details the savings calculations associated with each Energy Conservation
Measure (ECM) included in Attachment B.
ECM 1: Solar PV
0.5% annual degradation of the solar PV panel production is expected each year.
Account 0446885710 System
IGrourid Mount -Stored Hanwha East South Bend -Olive St, 915 S Olive St, South Bend,
IN
dP Report
PMjecl Name South Bend -Olive St
Projerl Address 9155 Olive St South Bend IN
P.pared By Amereso Centra l Kristin Bernstein
k bernstei n@a meresca.com
AMERESC44
Green • Clean . Sustainable
&l System Metrics
Ground Mourn -Stored Hanwha
oesgn East
Module of
279.7 kW
Namepmte
imerter AC
29UA kW
Nameplate
Load Ratio: 1.40
Annual
Mir,Product 3338
Performance 76.R%
Ratio
kWlvkwp 1,192.9
TMY, SO 11TH BEND MICH I ANA
Weather Dal RGNL AP, NSROB(tmy3, 1)
Simulalor Version b1fabAW4f-96fdaH1e2-
934(0b94&7b59da(912
Lad Monthly Produdinn
our
41k
1-
]an Feb Mar Apr May ]un Jul Aug Sep Oct Nov nec
O Sources of System Loss
AC Sysrem: 0.9%
Irwer[ers: IS% �� Shadng 49%
dipping: 19A6 rl
W.i iy:02%'\�
T Paean: L9% Soirirg:
Irradiaice: I.M
Confidential & Proprietary Information of Ameresco, Inc. Page 38 of 56
3 Annual Production
i Condition Set
Description
Output
%Delm
❑esodpam
Cond Rlon sett
Annual Global Horizontal lrradlame
1,400.E
Weat her Dataset
TMY, SOUTH BEND MICH A NA RGN L AP, NS RDB(tmy3, lJ
POA Irradlarlce
1,r52.5
10.81E
Shaded Irradiance
1,47E-8
-4915
Solar Angle Loratim
Metro LatlLng
Irradiance
lkWlvm`}
I rrad lance atte r Rel9ectlon
1,435.8
-ZB%
Trans Fo it ion Model
Pere! Model
I rrad ian[ after Soi li ng
1,360E
-5.2%
Temperature Madel
Sandia Model
Tate l Cal lec[a r l rrad la n
1,360E
0,0%
pack Type a
h Temperature Deha
Nameplate
380A00.6
Fixed Tlk -35E
-0.075 3`C
0utputatIrrad lameLevels
374,7953
-1.5%
Temperature Model
Flush Mount -2.81
-00455 01C
O utpu t at Cel l Te rope ratu re De rate
3E7A9E.9
-1.9%1
P—eters
East-West -3S6
-0.075 3`C
Energy
O utput Afte r M Ismatch
346,15E-5
-aa%
Carport -35E
-0.075 31C
l kWh)
Opt]MI DCOutput
345,5413
-0.2%
Constralned DCOutput
340,4723
_1.5%
otqy}
Si]ing
J F M A M
J J A 5 O N D
Ikwerter Output
335,290.8
-1.5%
19 15 9 3 3
3 3 3 3 3 3 15
E nergy to Grid
333,6143
-0.3%
1—diatim variance
5%
Temperature Metrics
Cul l Tem perat u re
Spread
4'C
Avg_ O pe ratlrlg A mble nt Temp
13.5`C
Avg. Ope rat] ng Ce ll Temp
20.2"C
Module Riming
-2-B%to 2.51E
Range
Simulation Metrics
AC System berate
0501E
Operating Hours
4620
solved Hours
4620
Trackers
M.A.— Angie
Badkvaddng
E0'
Enablcd
Type Cnmpnrem
Charactenmbon
Q.PEAK DUO L-
Module6
Modulo G5-2395
HanvAU_QCuIIs_QPEAK _DUO _L-
Componenr
(Ha rwhaQ
GS2 395_Rev6.PAN, PAN
Characterizations
Cells)
XGI 1500
Inverter 20012004180
specsheet
(5oled.rla solar)
Cu mpo ne nts
Component Name
Count
Irwerters XG115002oN200d80
1(200.0
(5olectrla solar)
k"
Strings 10 AWG(Copper)
28(5,510.6
ft)
Ha rnkMa Q CelIs, ¢ PEA K D
IJO 708(279.7
Module?
L-1:;5.239S(395W)
kW)
Demrlptlon Cam biner Poles String5lm Stringing Strategy
Wlring2one - 20-25 Along Racking
Hi Field Segments
Descrlptlon Racking Orlentatlon Tilt Azimuth Intrarow Frame Frames Modules Power
spaeing Size
Flcld Fixed Portralt Module Module: 135ft 2x1 354 708 279-7
segment 1 Ti it (Veltical) 20` 180° ON
Confidential & Proprietary Information of Ameresco, Inc. Page 39 of 56
Account 04158857104 System
(Ground Mount -Stared Hanwha West South semi-Oiive St, 915 S Olive St, South
A Report
Project Name south Be nd-01w st
Projert Address 315 s alit/ st south Bend, IH
Prepared By Am Bern Ce ntral Krlst3 n Bernstein
k hernstei manse resca. min
AMERESCO40
Green - Clean - Sustainable
L Monthly Production
zak
L System Metrics
Design Ground Mou At -stored Hanvhl
West
Module DE
1130 kW
Nameplate
I rue rmr AC
17RO kW
Nameplate
Load Ratio: a55
Annual
Production
1413 MWh
Performance 8
Ratio 0.5%
kW WkWp
1,250.9
Weat her Dataset
TMY. 50 UTH BEND MICH IANA
RGHL AP, HSRDB [M%y3, I)
hfahQn4d4f-1Ak2AECe2-
SimulatnrVecsi"
83408 h848-7 h59da0912
Ok
LOk
sk
a— Feh Mar Apr Me ].n SW Ai Sep Oct Nor Dec
Q SourcesofSystemLoss
AC Srrter.: 0.9M
Inrerters: �
Gipping: 0.01i
Wring: 01%
ui�: 4.i%
Ternpcadre: L9%
I —di— Lft
Shading 3.1k
Relkcuon: 2i%
Confidential & Proprietary Information of Ameresco, Inc. Page 40 of 56
y Annual Prod urtian
i Conditian Set
Desorption
output
%ad.
Desoipli-
Cond Kbn sett
A nnual G bba l Horl—tal Irradlank:e
1,400.6
Weather D...
TMY, SOJTH BE HD M ICH A HA RGH L AP, MS RDB [t Vy fj
POA lrradlan[e
1,552.5
I(LB%
Solar Angle Loretion
Meteo Lat/Lng
Irradiance
Shaded lrradl—
ISmfi
-11%1
11M7krm�
IYradkrrxe alter ReRedbn
1,4633
-2.71h
haroPosdion Model
Pe- Model
rradianceafter Soiling
1,3&.4
-5.3%1
Terrperawre Model
Sandia Mudd
Total Collector YYadlance
1,38fi5
0.0%
pack Type
a
b Temp —re Deka
N—Plate
156,557.1
Filled Tilt
-355
-0.075 3Y
Outputat lrradi—LoV*s
154,335.7
-14%
Temperawre Motlel
FWsh mount-2.81
-0.0955 0'C
Outputat Ccll Temperature Derate
151N339.1
-1.9%
Parameters
East-West
-355
-0.075 31C
En.,
O utput After Mlsnatdl
144,381.4
-46%
Carport
-355
-0.075 BIC
(1tW111
opdmal DCOutput
144,188.3
-(Ll%
ColYtralned DCOutpA
144,183.7
LL0%
Sowing{%}
) F M
A M
J J A 4 0 N D
werteroutput
142.020.9
-1.5%1
19 IS 9
3 3
3 3 3 3 3 3 15
EDergyt4 Grid
141,1108
44%
Irradiatim Variance
5%
Tern peratu re Memos
Ce1 l Tern perat u re
Spread
q,C
A1?, Operating AmblemTemp
1351C
AVg. 0pe rating Ce ll Temp
2a3"C
Module Miming
-2.9%W 23%
Range
Simulation Metric
M f,ptem Derate
❑sots
Operating Hours
4fi2e
Sorted Hour
4fi21
hatl[ers
MadMd.— A gle
Badrtradung
Eal
Enahlcd
Type CorrP.-M
Taratlerilatim
B Components
Component Name
C—lit
1-ter9 .YGI 15001754H (Soledrla
1 (175.0
Solar)
kW
Strlrlgs 1C AWG (COpNr)
11 (1�49.5
R)
HarWiaQ Ce115, QPEAK DUG
28E(113.0
Module
L-G5.2395(395W)
kM
Q.PEAK DLiO L-
Mod uleA Module G5-2395 Hanwha_Qce1(5_QPEAIC_DIIO_L-
Comporerrt (H. nwhaQ G51395_ Re✓B.PA M, PAN
1ha—te,u.1 ns Cells)
%G11500 175-
1—ter 480 (Solectrla specsheet
Solar)
& Wring2ones
Descrlptbn Combiner Poles String5lx Strl no rg Strategy
Wlring Zone - 20-26 idor%Rmklr%
S. Field Segments
Descrlptlon Racking Orlentatlon Tllt AZlmlrth In[rarow Frame Frames Modules Power
Spadng 51.
Field Filed Port.1 Module: Mod, e5R 21f1 193 28G 3.0
m Segmel Tilt (VH'tka 13
20` 180° kN!
Confidential & Proprietary Information of Ameresco, Inc. Page 41 of 56
This Attachment G, comprising ten (10) pages, is attached to and made part of the Agreement.
CITY OF SOUTH BEND AMERESCO, INC
Name:
Title:
Date:
Name: Ron Haxton
Title: Senior Vice President
Date:
Confidential & Proprietary Information of Ameresco, Inc. Page 42 of 56
ATTACHMENT H
TRAINING
Ameresco shall provide training on the intent, design, operating requirements and operational and
maintenance requirements for all ECMs installed. The following section defines the intent, personnel
to be involved, logistics, and tracking and documentation for the Training Plan that shall be provided
by Ameresco.
Ameresco will implement a training program that involves classroom and hands-on/field training.
Training sessions will include a review of the overall installation and performance characteristics of
installed Energy Conservation Measures. Documentation will include review of O&M manuals,
drawings, and equipment specification literature. Facilities personnel, and select building occupants,
will receive comprehensive manuals for reference. The primary goal of Ameresco's training program
will be to educate designated operations, maintenance, and building staff in the key areas that relate to
the ECMs installed throughout the project focusing on general operation and emergency procedures.
Qualified persons should perform all maintenance and repair on the system.
For systems and equipment which are new to the site, and require some general understanding as to
their function and operation, training will include a minimum amount of classroom instruction that
will provide an overview of the specific technology selected, specific equipment installed, review of the
manufacturer's O&M manuals, and an explanation of equipment warranties. Following the classroom
training session, a site tour will be scheduled to view the specific installation and operation of the
equipment. This level of training will provide operations and maintenance staff with additional
equipment details (including equipment cut sheets), familiarity with the equipment that is installed,
manufacturer's recommended maintenance procedures, and all warranty information. This training
will be conducted one time and will include up to 12 hours of combined classroom and field
instruction. This level of training will provide staff with a comprehensive understanding of all
equipment details as well as hands on familiarity with the equipment that is installed and a detailed
review of manufacturer's recommended maintenance procedures and warranty information.
The Customer shall provide suitable space and make personnel available, as reasonably required for
Ameresco to conduct training under this Attachment H.
Confidential & Proprietary Information of Ameresco, Inc. Page 43 of 56
ATTACHMENT I
MEASUREMENT AND VERIFICATION FEE SCHEDULE
Fees for M&V Services will be due and payable as provided in Section 4(d) of the ESA and
Attachment G.
Year
1
M&V Cost
Included in Contract
Price
12
$3,296
$3,395
4
$3,497
5
$3,602
6
$3,710
7
$3,821
g
$3,936
9
$4,054
10
$4,175
11
$4,301
12
$4,430
13
$4,562
14
$4,699
15
$4,840
16
$4,985
17
$5,135
18
$5,289
19
$5,448
20
$5,611
Fees for M&V Services are based on Customer's compliance with its obligations to provide energy
usage data, including remote access to, and the collection of data from the Monitoring System
and/or Customer's network server.
Confidential & Proprietary Information of Ameresco, Inc. Page 44 of 56
ATTACHMENT T
CUSTOMER'S MAINTENANCE RESPONSIBILITIES
Customer, at its own expense, will keep and maintain, or cause to be kept and maintained, the ECMs
and all equipment in as good operating condition as when delivered to the Customer hereunder,
ordinary wear and tear resulting from proper use thereof alone excepted, and will provide
maintenance and service and make all repairs necessary for such purpose. Responsibility for the
proper maintenance, service, repair and adjustments to each ECM, ECM system and related ancillary
systems and equipment, including related expenses, shall transfer to the Customer on an ECM by
ECM basis on the date of "Substantial Completion" of each ECM as such date is determined in
accordance with the definition of Substantial Completion set forth in Section 1 of the Agreement.
The Customer will be responsible for such maintenance, service, repair and adjustments for the
remainder of the Term. Operation and Maintenance Manuals (O&M Manuals) will be provided to
the Customer, by the ESCO. Included with the O&M manuals will be a list of maintenance
responsibilities and tasks for the Customer.
Operations: The Customer shall operate the equipment installed hereunder in accordance with
parameters noted in the manufacturers' recommendations, and any supplemental procedures supplied
to the Customer by ESCO, including those set forth in the O&M manuals.
Maintenance: The Customer's maintenance responsibilities include the proper operation and prompt
repair and maintenance of each ECM, ECM system and related ancillary systems and equipment such
that they are maintained in good working order during the Term. The Customer shall repair and
maintain (i) the equipment and all other components which comprise the ECM and (ii) all other
equipment which is attached thereto and/or is integral to the proper functioning of the ECM,
including performance of the maintenance tasks, manufacturer's recommendations and supplemental
procedures included in the O&M Manuals. Maintenance also refers to performing required
maintenance of ancillary systems.
AMERESCO PROVIDED MAINTENANCE
For the first 12 month period following the date of Substantial Completion, Ameresco will provide
Basic System Services, as described below, to the Customer. The cost of the Basic System Services
for the first year is $5,620.00 and is included in the project cost. The Customer may elect to extend
the term of these services for additional subsequent years, escalated at 3% per year.
BASIC SYSTEM SERVICES (Included)
o Environmental, Health & Safety
o Remote -Operations Control Center
■ Active monitoring
■ 24/7, 365 days per year
o Annual Inspection and Preventative Maintenance
■ Aerial Thermal Imaging
■ Low Voltage
■ Switchgear
Confidential & Proprietary Information of Ameresco, Inc. Page 45 of 56
o Quarterly Reporting
ADDITIONAL SYSTEM SERVICES (Not included)
• All troubleshooting, repair and other work not covered in Basic System Services.
• The hourly rates for Additional System Services are defined in the table below and shall be
escalated 3% per year.
• Work will be billed at time of completion with payment due thirty days from billing.
• Snow plowing price may vary depending on location, system size and depth of snow. Work
includes plowing from street entrance to all equipment pads located on the site access road.
• ADDITIONAL SYSTEM SERVICES are for all items not detailed in the Scope of Work
including all troubleshooting and repair.
• Hourly Rates are portal to portal from technician's office.
AMERESCO4
GMW v CkW s SuMaMble
Title
Additional System Services Pricing
For projects commencing in 2025
Unit US$$ M-F Weekends &
Holidays
Electrician — Low Voltage
Hourly— Portal to Portal
133
188
Electrician — Medium Voltage
Hourly— Portal to Portal
167
233
Electrician - Battery Energy Storage
Hourly— Portal to Portal
150
210
Electrician — Apprentice
Hourly— Portal to Portal
100
141
Electrician - Certified Technician (OEM)
Hourly— Portal to Portal
176
246
Remote Resets (as permissible)
Each
125
125
Site Work
Hourly— Portal to Portal
100
141
Truck Roll
Per Technician Per Day
67
67
Administrative (per dispatch)
Flat Fee
41
41
Subcontractor, Material, Equipment
Cost Plus 15%
-
-
Snow Plowing (Price may vary depending on
location, depth of snow, or size of facility)
Each
309
371
Confidential & Proprietary Information of Ameresco, Inc. Page 46 of 56
PV SOLAR SCOPE OF SERVICES AND CHECKLIST
#
Service Area/Item Description
BASIC
ADDITIONAL SYSTEM
SYSTEM
SERVICES
1
Environmental, Health and Safety (EHS)
Ensure that all regulatory required
policies/procedures/plans are written, certified
1.1
when applicable, and maintained for the Site as
Ongoing
required.
Operator will submit all health and safety reports
to Customer, or its Affiliates governmental
authorities
1.2
required from the Operator as it pertains to the
Ongoing
g g
asset(s) for which Operator provides Services.
Allow Customer or Customer's representative to
access the site. Customer and/or its representative
shall follow the Project's safety procedures,
including use of appropriate PPE, and calling
Operator's Remote
Operations Control Center prior to entering site
Ameresco chaperone, if
and when leaving site.
required
1.3
Ongoing
All safety, environmental and emergency response
equipment must be maintained by Operator
throughout the Term. This includes but is not
limited to fire extinguishers, spill kits, PPE,
eyewash & shower stations, etc. Response
equipment not on -site at hand over to Operator
may be provided as an Additional Service. Re-
1.4
charging or re -stocking of emergency response
Ongoing
equipment used in response to an emergency
event will be billed as an Additional Service.
2
System Monitoring, Alarm Response & System Analysis
Owner to supply Operator with administrative
rights to Owner's Data Acquisition System.
Included in pricing is an allowance of four hours
per project for onboarding and set-up of Owner's
DAS. Additional hours, if required, shall
be billed at the Project Management Rate.
2.1
Ongoing
As noted
2.2
Active monitoring 24 hours per day, 365 days per
Ongoing
g g
year
2.3
Alarm Notification
Ongoing
2.4
Remote Corrective Diagnostics
Ongoing
2.5
Remote Power Plant Operation when available
Ongoing
Confidential & Proprietary Information of Ameresco, Inc. Page 47 of 56
#
Service Area/Item Description
BASIC
ADDITIONAL SYSTEM
SYSTEM
SERVICES
Dispatch to technicians for Corrective Actions.
■
2.6
Dispatch times and details as per Contract
Ongoing
Documents
2.7
Communications with Utility
Ongoing
2.8
Remote system analysis
Ongoing
Pr 3
Operation Reporting
Owner will be provided remote web access to
Operator's CAMS to view all testing, inspection
and preventative
3.1
maintenance performed, all site equipment details,
Ongoing
g g
all service reports, and performance data
Work Order Reports — A detailed report that
3.2
includes time, date, technician, work performed
Ongoing
and photos.
Quarterly Reporting
Environmental issues, Safety Issues, Work Order
3.4
Summary and a Production Table that includes
Quarterly
QTD and YTD Actual to Forecast and Actual to
Weather -Adjusted.
Annual Reporting
Digital checklist of all items detailed in the Scope
of Work below, including photos, pass/fail, when
fail, a description of the issue and whether or not
it was repaired while on site and a summary of
corrective actions required after the inspection
with detailed pricing to make recommended
repairs.
3.5
Annually
Record Keeping
Perform comprehensive record keeping of all
relevant project documentation provided by
customer and generated by Operator including,
but not limited to, as- built drawings, equipment
specifications, safety manuals, detailed
maintenance and repair logs, preventative
maintenance logs, Owner Inventory and
equipment
operating manuals.
3.6
Ongoing
4
PV Modules
Aerial Th erm a I Imaging:
Confidential & Proprietary Information of Ameresco, Inc. Page 48 of 56
Service Area/Item Description
BASIC
ADDITIONAL SYSTEM
SYSTEM
SERVICES
Perform, or cause to be performed, aerial infrared
("IR") thermal imaging of the Project to identify
sub -module, module and string -level performance
deficiencies.
Operator shall evaluate the IR imaging results and
provide a detailed report with its findings
including, but not limited to, a site plan displaying
faults/issues and a summary of the faults/issues
found, their location, and loss impact of non-
compliant equipment. Corrective action to
remediate deficiencies found during the imaging
audit will be subject to Customer's approval and
performed by Operator as Additional Services. For
systems less than 500 KWP DC, Operator may
elect to perform 100% IV Curve Tracing in lieu of
Aerial Thermal Imaging.
4.1
Annually
Corrective Actions
Module Inspection, Front
Inspect front of modules for broken glass,
4.2
delamination, yellowing or browning, burnt or
Annually
oxidized cell, or cracks in cells.
Module Inspection, Frame
4.3
Inspect module frames for damage or
Annually
misalignment
Module Inspection, Back
Inspect back of modules for delamination or burnt
marks. For roof -top systems, underside of module
inspection will occur on modules that are readily
accessible, such as the
4.4
end of each row, or where it is apparent there is or
Annually
very well could be an issue.
Module Inspection, J-Box
4.5
Inspect junction boxes for loose attachment,
Annually
evidence of overheating and corrosion
Module Inspection, Connector
4.6
Inspect wire connectors for detachment, evidence
Annually
of overheating and exposed electrical parts.
Module, Cleaning
Perform, or cause to be performed, cleaning of
4.7
100% of the PV modules following manufacturer's
Additional System
As needed and approved by
recommendations as needed and approved by
Service.
owner
owner as
Confidential & Proprietary Information of Ameresco, Inc. Page 49 of 56
#
Service Area/Item Description
BASIC
ADDITIONAL SYSTEM
an additional system service.
SYSTEM
SERVICES
5
Mounting System
Mounting System, Support Structure
Visually inspect support posts and structural
5.1
components for evidence of rust, corrosion,
Annually
settling and tilt
Mounting System, Hardware
5.2
Visually inspect hardware for tightness and
Annually
evidence of rust and corrosion
Grounding
Inspect and test rack grounding, check for torque
levels, re -torque as necessary. Measure and record
earth to ground resistance between rack and
ground rod with low- resistance ohmmeter.
5.3
Annually
Tracking Systems
Perform manufacturer -recommended maintenance
on single -axis trackers including, but not limited
to:
Inspection for evidence of
wear, moisture intrusion, loss of lubrication, or
distortion/damage in all motor drive/gearbox
assemblies, bushings/bearings, linkage and torque
tubes,
Calibration of
sensors/tracker (calibration to be paid by
Customer as Additional Service),
Inspection of electronic
enclosure seals for integrity,
Perform inspection and
lubrication of gearboxes/slew drives.
5.4
N/A
Tracking Systems
Inspect tracker systems following the
manufacturer's recommendations including, but
not limited to, inspecting for evidence of wear,
moisture intrusion, loss of lubrication, or damage
in all motor drive/gearbox assemblies,
bushings/bearings, linkage and torque tubes.
5.5
N/A
6
DC Combiner
Confidential & Proprietary Information of Ameresco, Inc. Page 50 of 56
Service Area/Item Description
BASIC
ADDITIONAL SYSTEM
WDC
SYSTEM
SERVICES
Combiner, Enclosure
Inspect enclosure and devices for corrosion,
moisture entry, insect and rodent infestation, and
exterior damage. Confirm that all signage and
labeling are in place.
6.1
Annually
DC Combiner, SPD
Inspect Surge Protection Devices for indication of
Replacement of SPDs
6.2
failure. If any single SPD indicates failure mode,
Annually
replace all SPD modules.
DC Combiner, IR
6.3
Perform thermographic survey of all terminations
Annually
and over current protection devices.
Open Circuit Voltage Testing of All
Connected Strings Verify balance of expected
voltage inputs of all strings in combiner box or
string inverter wiring. When safe to do so, Proof
of Life testing via amperage clamp will be
conducted
6.4
in replacement of Voc string testing.
Annually
7
DC Raceway
DCRaceway
71
Inspect all DC raceways for loose connections,
Annually
missing sealant, corrosion and above -grade
intrusions.
8
PV Output Connector
PV Output Connector, Insulation
81
Inspect exposed insulation jacket for physical
Annually
damage and evidence of overheating.
PV Output Connector, Compression
Connector
8.2
Inspect compression -applied connectors for
Annually
correct cable match and indentation.
PV Output Conductor, IR
Perform thermographic survey of all terminations
8.3
and overcurrent protective devices not covered
Annually
elsewhere in scope.
9
DC Disconnect
DCDisconnect, Enclosure
Confidential & Proprietary Information of Ameresco, Inc. Page 51 of 56
#
Service Area/Item Description
BASIC
ADDITIONAL SYSTEM
Inspect enclosure and devices for corrosion, heat
SYSTEM
SERVICES
distortion, moisture entry, insect and rodent
infestation and exterior damage. Confirm that all
signage and
9.1
1 labeling are in place.
Annually
DCDisconnect, IR Annual
9•2
Perform thermographic survey of all terminations
Annually
and overcurrent devices.
10
Inverter
Perform annual inverter preventative maintenance
work for all inverters per manufacturer's
recommendations and manufacturer's warranty
requirements.
*Note: Warranty maintenance requirements that
must occur more frequently than annually are
invoiced as Additional Services.
*Note: Warranty maintenance requirements that
include a material amount of repair work beyond
10.1
inspection & cleaning, such as software updates,
Annually
re -torquing factory components, replacement of
inverter components, or in-depth electrical testing
are invoiced as Additional
Services.
Open Circuit Voltage Testing of All
Connected Strings Verify balance of expected
voltage inputs of all strings in combiner box or
string inverter wiring. When safe to do so, Proof
of Life testing via amperage clamp will be
conducted
10.2
in replacement of Voc string testing.
Annually
Inverter, Enclosure
Inspect enclosure, door seals, latches and door
stops for signs of corrosion, heat distortion,
moisture entry, insect
10.3
and rodent infestation, and exterior damage.
Annually
Confirm that all sings and labeling are in place.
10.4
Inverter, Cleaning
Annually
Filters
Clean all ventilation plates, air ducts, screens,
devices and seals in accordance with
manufacturer's recommendations. Replace filters
as necessary.
Confidential & Proprietary Information of Ameresco, Inc. Page 52 of 56
#
Service Area/Item Description
BASIC
ADDITIONAL SYSTEM
Inverter, SPD
SYSTEM
SERVICES
10.5
Inspect Sure Protection Devices for indication of
Annually
failure. If
Replacement of SPDs
any single SPD indicates failure mode, replace all
SPD modules.
Inverter, IR
10.6
Perform thermographic survey of all readily
Annually
available terminations and overcurrent protection
devices.
11
AC Raceways
ACRaceway,s, Visual
11.1
Inspect all AC raceways for loose connections,
Annually
missing sealant. Corrosion and above -grad
moisture intrusion.
12
AC Disconnect
ACDisconnect, Enclosure
Inspect enclosure and devices for corrosion, heat
distortion, moisture entry, insect and rodent
infestation, and exterior damage. Confirm that all
signage and
12.1
labeling are in place.
Annually
ACDisconnect, IR
12.2
Perform thermographic survey of all terminations
Annually
and overcurrent protection devices.
13
Data Acquisition Service
Metering Device
13.1
Annually
Inspect meter and case for physical damage
Metering Device
13.2
Annually
Clean front panel
Metering Device
13.3
Annually
Check tightness of electrical connections
Metering Device
Record model number, serial number, firmware
13.4
revision, software revision and rated control
Annually
volta e
Metering Device
13.5
Annually
Verify operation of display and indicating devices
Metering Device
13.6
Annually
Record Passwords
13.7
Metering Device
Annually
Confidential & Proprietary Information of Ameresco, Inc. Page 53 of 56
#
Service Area/Item Description
BASIC
ADDITIONAL SYSTEM
Verify unit is grounded in accordance with
SYSTEM
SERVICES
manufacturer's instructions
Meteorological Station, Alignment
13.8
Inspect weather station and all sensors for proper
Annually
alignment. Realign sensors as required.
Meteorological Station, Housing
13.9
Inspect instrument housings and base supports for
Annually
evidence of corrosion or damage
Meteorological Station, Cleaning
13.1
Clean pyranometers and irradiance sensors with
Annually
isopropyl alcohol and lint -free cloth.
Meteorological Station, Desiccant
13.1
Check desiccant of pyranometer drying cartridge
Annually
and replace if necessary
Medium -Voltage Transformers, Switchgear and Protection Devices — Exclusive to front of the
14
meter installations only, where MV gear is specific to the solar or BESS project.
Transformer, Enclosure
14.1
Inspect enclosure and devices for corrosion, heat
N/A
distortion, moisture entry, insect and rodent
infestation, and exterior damage.
Transformer, Signage
14.2
N/A
Confirm that all Signage and labeling are in place
Transformer, Anchorage
14.3
Inspect structural mounting pad, anchorage and
N/A
alignment
Transformer, Bushings
14.4
N/A
Inspect bushings
Transformer, IR
14.5
Perform thermographic survey of all field
N/A
terminations visually available from the opening of
the cabinet
Transformer, Tap -changer.
14.6
N/A
Verify tap -changer position is set as specified
Transformer, Measurements
14.7
Check and record high -temperature pressure and
N/A
fluid level
Transformer, Fluid and Gas Analysis
Confidential & Proprietary Information of Ameresco, Inc. Page 54 of 56
#
Service Area/Item Description
BASIC
ADDITIONAL SYSTEM
SYSTEM
SERVICES
Test dissolved gases of oil, water content, color
number, interfacial tension, neutralization number,
power factor @ ROTCoC, relative
density/specific gravity, furanic
14.8
compounds in oil and inhibitor content.
N/ 1
Switchgear and Protection Devices, Enclosure
Inspect enclosure and devices for corrosion, heat
14.9
distortion, moisture entry, insect and rodent
N/A
infestation, and exterior damage.
Switchgear and Protection Devices, Signage
14.1
N/A
Confirm that all signage and labeling are in place
14.1
Switchgear and Protection Devices, Device
N/A
Record model number, serial number, firmware
revision, software revision and rated control
voltage
Switchgear and Protection Devices, Battery
14.1
Perform visual and mechanical testing of battery
N/A
back-up system
Switchgear and Protection Devices, Data
14.1
N/A
Download current data logs
15
Warranty Administration
Support the Owner in its management,
supervision and verification of all Contractors,
Manufacturer and OEM warranties on the
equipment installed. *Office Administration
15.1
included in Basic System Services. Field support
Ongoing*
Ongoing*
an additional System Service.
Manage and supervise all repairs and replacement
of all equipment. *Office Administration included
in Basic System Services. Field support, Packaging
and Shipping
15.2
an Additional System Service.
Ongoing*
Ongoing*
16
Corrective Maintenance
Troubleshoot and Repair equipment and site
16.1
conditions out of compliance as per the contract
Additional System Service.
documents.
17
Inventory and Spare Parts
Operator's technician to carry typical consumables
in their vehicles at Operator's Expense and only
Additional System Service.
17.1
billed to Owner as needed.
Ongoing
Confidential & Proprietary Information of Ameresco, Inc. Page 55 of 56
#
Service Area/Item Description
BASIC
ADDITIONAL SYSTEM
Create a list of recommended Spare Parts (other
SYSTEM
SERVICES
than Consumables) to purchase, warehouse and
Additional System Service.
purchase upon Owner's Approval. Costs of Spare
Parts, Shipping and Delivery to site to be an
17.2
Additional System Service.
Ongoing
All Owner Inventory/Spare Parts to be tracked in
Operator's CMMS System and detailed in
17.3
QuarterlyReports.
Ongoing
18
Site Maintenance
181
Visually inspect access and interior roads
Annually
associated with Project.
Visually inspect equipment foundations of all
18.2
equipment/ground interfaces for evidence of
Annually
erosion.
Visually inspect storm water management system
18.3
(e.g., drainage channels, culverts, etc.) and erosion
Annually
and sediment controls.
18.4
Visually inspect fencing and security equipment.
Annually
rl 8.5
Visually inspect vegetation and weed growth.
Annually
Confidential & Proprietary Information of Ameresco, Inc. Page 56 of 56
Docusign Envelope ID: A4E2C07E-5D60-4545-8738-6C53EE9474DD
04 SOUTH BEd
CITY OF SOUTH BEND d
PEACE.
MINORITY AND WOMEN BUSINESS ENTERPRISE INCLUSION PROGRAM PLAN t�
FORM MBE-1.0 1865
MBE UTILIZATION PLAN
This completed form should be supplied with Bids that pertain to City of South Bend Public Works Projects involving MBE participation. It is
the bidder's sole responsibility to verify whether any listed minority -owned business meets the MBE qualifications.
***Goals should be calculated based on the Base Bid only.***
Project Number:
Bidder:
124-050
Project Name
Olive WTP Solar
Ameresco, Inc. Total Contract Amount: $1,656,000 MBE Goal: 1.1%
Page of
Name & Address of MBE
Primary Contact Person
Scope of Work to be Performed
Dollar Amount of MBE
Percentage
of Total
(Name/Telephone)
(Attach scope/schedule if you need additional space)
Component
Bid/Proposal
Augustine & White Landscaping Co.
921 East DuPont Road, Suite 869
Brittany White
Furnish and install low grow grass seed under the solar
$18,216
o
1.1 /o
Fort Wayne, IN 46825
260-710-5492
array. Repair damaged landscaping.
Submitted by:
Ron Haxton
Print Name
F�DocuSigned by:f�&,�,fbvu
***Goals should be calculated based on the Base Bid only.***
7/14/2025
Date
Docusign Envelope ID: A4E2C07E-5D60-4545-8738-6C53EE9474DD
04 SOUTH BEd
CITY OF SOUTH BEND d
PEACE.
MINORITY AND WOMEN BUSINESS ENTERPRISE INCLUSION PROGRAM PLAN t�
FORM WBE-1.0 1865
WBE UTILIZATION PLAN
This completed form should be supplied with Bids that pertain to City of South Bend Public Works Projects involving WBE participation. It is
the bidder's sole responsibility to verify whether any listed woman -owned business meets the WBE qualifications.
***Goals should be calculated based on the Base Bid only.***
Project Number:
Bidder:
124-050
Project Name
Olive WTP Solar
Ameresco, Inc. Total Contract Amount: $1,656,000 WBE Goal: 4.3%
Page of
Name & Address of WBE
Primary Contact Person
Scope of Work to be Performed
Dollar Amount of WBE
Percentage
of Total
(Name/Telephone)
(Attach scope/schedule if you need additional space)
Component
Bid/Proposal
Elecra Lighting & Energy Solutions
Sharma Sonali
Provide electrical equipment such as disconnects,
457 Wall St
317-735-3120
panelboards, PV wire, wire, conduit.
$71,208
o
4.3 /o
Greenwood, IN 46143
Submitted by:
Ron Haxton
Print Name
DocuSigned by:
Signa ure
***Goals should be calculated based on the Base Bid only.*
7/14/2025
Date
BOARD OF PUBLIC WORKS
AGENDA ITEM REVIEW REQUEST FORM
Date: 7/15/2025
Name: Gemma Stanton Department of Public Works — Engineering Division
BPW Date: 7/22/2025 Phone Extension: 9083
Required Prior to Submittal to Board
BPW Attorney Attorney Name
Dept. Attorney ❑ Attorney Name
Purchasing
❑�
Check the Appropriate Item Type — Required. for All Submissions
❑ Professional Services Agreement ® Contract ❑ Proposal
❑ Open Market Contract ❑ Amendment/Addendum ❑ Special Purchase, QPA
❑ Bid Opening ❑ Bid Award ❑ Req. to Advertise ❑ Title Sheet
❑ Quote Opening ❑ Quote Award ❑ Reject Bids/Quotes
❑ Proposal Opening ❑ C/O & PCA No. ❑ PCA
❑ Chg. Order, No. ❑ Traffic Control ❑ Resolution
n Other: n Ease./Encroach
Company or Vendor Name
New Vendor
MBE/WBE Contractor
Project Name
Project Number
Funding Source
Account No.
Amount
Terms of Contract
Purpose/Description
Amount of ❑
Previous Amount
Current Percent of Change
New Amount
Total Percent of Change:
Time Extension Amount:
New Completion Date:
uired Information
Ameresco
❑ Yes❑ If Yes, Approved by Purchasing
® No
❑ WBE Completed E-Verify Form Attached El Yes
n No
Olive WTP Solar Guaranteed Energy Savings Contract (GESC)
124-050
PR-42138
622-444000
$1,661,620
Guaranteed Energy Savings
Guaranteed energy savings contract to install solar energy generation
at Olive Water Treatment Plant
Increase $
Decrease ($ )
Increase %
Decrease
Increase %
Decrease