1 . Open microphone

CITY OF PITTSFIELD REGULAR MEETING PITTSFIELD CITY COUNCIL Tuesday, July 12, 2016 at 7:00 p.m. Pittsfield City Hall, City Council Chamber'

REVISED AGENDA (Item 4 added)

COMMUNICATIONS FROM HER HONOR THE MAYOR

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2. A communication from Mayor Tyer submitting an Order authorizing the City of Pittsfield to enter into a First Amendment to the lease agreement with Downing Parkway Solar, LLC

3. A communication from Mayor Tyer submitting an Order transferring $52,000 from an unclassified account to the Department of Veterans' Services

4. A communication from Mayor Tyer submitting an Order accepting a grant in the amount of $75,000 from the Kresge Foundation

COMMUNICATIONS AND REPORTS FROM CITY OFFICERS AND BOARDS

5. A communication from the City Clerk submitting an Order directing the issuance of warrants for the State Primary Election to be held on September 8, 2016 and an Order designating polling places and hours for said election

6, A petition from Councilor Amuso requesting financial updates from the Director of Finance at the last Council meeting of the month in September 2016, January 2017 and May 2017

7. A petition from Councilor Amuso requesting Tom Scanlon provide an update at a joint meeting of the City Council and School Committee in March of 2017 regarding the current year's budget performance and his forecast for the FY2018 budget

8. A petition from Councilor Amuso requesting a review of all municipal and school copiers to see if there could be cost savings by consolidating them under one contract

UNFINISHED BUSINESS 9. A petition from Councilors Mazzeo and Connell requesting installation of left turn signals at

the intersection of Center St. and Columbus Ave. for northbound and southbound traffic (tabled 6-28-16)

MATTERS TENTATIVELY REFERRED BY THE PRESIDENT UNDER RULE 27

Referred to the Traffic Commission 10, A petition from petition from Enid L Fuhrman requesting a 4-way stop sign at the

intersection of Valentine Road and Lakeway Drive

Page 1 of 1

Linda M. Tyer Mayor

THE CITI OF PITTSFIELD OFFICE OF THE MAYOR

70 Allen Street, Pittsfield, MA 01201 (413) 499-9321 • ltyer@pittsfieldch,corn

July 7,2016

To the Honorable Members of the City Council City of Pittsfield 70 Allen Street Pittsfield, MA 01201

Dear Councilors,

Submitted herewith for your consideration, is an Order authorizing the City of Pittsfield, by and through its Mayor, to enter into a First Amendment to the lease agreement with Downing Parkway Solar, LLC.

LMT/CVB Enclosure

~pectf .. !l"Y submitted,

JJ ,rvJfl rn. ~~ nda~er Mayor

Noo __ _

Ordered:

<titp of ~itt5'ftdb MAS SAC H USE T T S

IN CITY COUNCIL

AN ORDER

APPROVE A FIRST AMENDMENT TO THE LEASE AGREEMENT WITH

DOWNING PARKWAY SOLAR, LLC.

That the City of Pittsfield, by and through its Mayor is hereby authorized to enter into a First Amendment to the lease agreement with Downing Parkway Solar, LLC.

That the City of Pittsfield by its Mayor is further authorization to execute any and all documents necessary to implement this order.

111 Spc('n !\rrt:cf, Suire 410 j.'nunin,ghum, M,\ 01701

p: 508 661 2200 F: 508 6612201

June 9,2016

BYFEDEX

City of Pittsfield Office of the Mayor City Hall 70 Allen Street Pittsfield, MA 01201

Re: Solar PV Project at Pittsfield Landfill

Dear Mayor Tyer:

As you may know, last year Arneresco, Inc., through its subsidiary Downing Parkway Solar LLC, and the City of Pittsfield executed a Power Purchase Agreement and a Ground Lease both dated July 27,2015 for the construction and operation ofa 2.9MW-dc solarphotovoltaic project on the Pittsfield landfill. The parties also executed an Agreement for Payment of Taxes for Real Propelty and Personal Property dated December 22,2015. Copies of these documents are enclosed with this letter.

Construction of the solar project is well underway and shonld be complete in the next few months. There are a few follow-up tasks that Arneresco would now like to complete.

I. Record Notice of Lease. Arneresco must record a Notice of Lease with the Registry of Deeds to give record notice of its leasehold at the landfill property. Arneresco engaged a Pittsfield-based surveyor S-K Design Group, Inc. to prepare a metes and bounds legal description of the area leased to Downing Parkway Solar LLC. However, first the parties must amend the Ground Lease (Exhibit A) to establish the legal description, and then Arneresco will record the Notice of Lease. A draft lease amendment and notice oflease are enclosed for your review. The legal description is forthcoming from the surveyor.

2. Arneresco would like to request City Council approval ofthe Agreement for Payment of Taxes for Real Property and Personal Property. Please note that the form of the Agreement for Payment of Taxes was attached to the Ground Lease as Exhibit B, and the Ground Lease was approved by City Council on July 14, 2015 (see enclosed copy of Agenda). We now respectfully request that the fully-executed Agreement for Payment of Taxes be approved by City Council, as it differs slightly from the form.

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June 9, 2016 Page 2

Ameresco appreciates your assistance with these close-out tasks. Should you have any questions, please call me at 508-661-2278. We look forward to completing the solar project.

Ene.

cc: City of Pittsfield (BY FED EX) City Hall 70 Allen Street Pittsfield, MA 01201 Attention: City Solicitor

Ms. Beth Greenblatt (by email)

Mr. Joel Lindsay (by email)

V~C;~ Ann M. De Kruyff Associate General Counsel

6-9-2016

FIRST AMENDMENT TO LEASE AGREEMENT

This First Amendment to the Lease Agreement ("Amendment') is dated as of ___ _ __ ,2016 (the "Effective Date") by and between Downing Parkway Solar LLC, a Delaware limited liability company, as Tenant, with an address of c/o Ameresco, Inc., III Speen Street, Suite 410, Framingham, MA 01701 ("Tenanf') and City of Pittsfield, a Massachusetts municipal corporation with an address of City Hall, 70 Allen Street, Pittsfield, MA 01201 ("Landlord"). In this Amendment, Landlord and Tenant are sometimes referred to individually as a "Party" and collectively as the "Parties".

WITNESSETH:

WHEREAS, Landlord and Tenant have previously entered into that certain Lease Agreement dated as of July 27,2015 (the "Agreement'); and

WHEREAS, the Parties desire to amend certain provisions of the Agreement more particularly described in this Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt of and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I - AGREEMENT

I. Definitions. Terms used herein but not defined herein are as defined m the Agreement, as amended by this Amendment.

2. Amendment to Recitals. The first Whereas clause is hereby deleted and replaced with the following: "Whereas, Landlord is the owner of certain land located on Downing Parkway and Downing Four, Pittsfield, MA known as Assessor Lot L 11-3-1 (a/k/a L 12-4-101) and more particularly described on Exhibit A hereto (the "Property ");".

3. Amendment to Exhibit A. Exhibit A to the Agreement is deleted and replaced with Appendix A attached hereto.

ARTICLE II - GENERAL PROVISIONS

I. Governing Law. This Amendment shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts applicable to documents made and to be performed wholly within the Commonwealth of Massachusetts.

2. No Other Amendments. Except as expressly modified herein, all terms and conditions of the Agreement remain in full force and effect and are hereby ratified and confirmed.

3. Authority. Each party represents and warrants to the other party to this Amendment that each has the power, right and authority to enter into this Amendment.

[REMAINDER OF PAGE 1NTENTIONALLY LEFT BLANK)

IN WITNESS WHEREOF, the Parties have executed this First Amendment to Lease Agreement as ofthe Effective Date.

LANDLORD TENANT

City of Pittsfield Downing Parkway Solar LLC

By: __________________ __ By: Ameresco, Inc., its sole member Name: Title: By: _____________ _

Name: Its:

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APPENDIX A

EXHIBIT A to Lease Agreement (Rev. June, 2016)

Landlord's Property is described in the following instruments recorded at Berkshire Middle Registry of Deeds:

Order of Taking at Book 501, Page 401 Deed at Book 1017, Page 1117 Order of Taking at Book 1587, Page 1108 Order of Taking at Book 1587, Page 1111 Order of Taking at Book 1587, Page 1114

*****

LEASE AREA AS-SURVEYED LEGAL DESCRIPTION:

[insert description from surveyor]

*****

The Lease Area is shown on the attached ALT AlNSPS Survey entitled "[X]" dated [X], and prepared by S-K Design Group, Inc.

[Attachment Follows]

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LEASE AGREEMENT .,,­

This Lease Agreement (this "Lease") is entered into on this ;j? .2/ day of (2~ . 2015 (the "Commencement Date"), by and between the City of Pittsfield, a

Massachusetts municipal coIporation of the Commonwealth of Massachusetts ("Landlord"), and Downing Parkway Solar LLC with an address of c/o Ameresco, Inc., 111 Speen Street, Suite 410, Framingham, MA 01701 ("Tenant"). Tenant and Landlord are each a "Party" and collectively, the "Parties."

Recitals

Whereas, Landlord is the owner of certain land located on Downing Parlcway, Pittsfield, MA known as Assessors Lot LI2-4-IOI (alkia L11-3-1) and containing approximately 66.5 acres and more particularly described in the "Plan of Land of Pittsfield Municipal Landfill Closure" dated August 26, 1999 and attached to Exhibit A hereto (the "Property");

Whereas, Landlord issued a Request for Proposals (the "RFP"), soliciting proposals for the lease of a portion of the Property for the pUIpose of installing and operating a solar photovoltaic system and the sale of energy/net metering credits generated by such system to Landlord;

Whereas, Tenant submitted a proposal in response to the RFP and Landlord accepted that proposal;

Whereas, simultaneously with the execution of this Lease, the Parties shall execute Solar Power Purchase Agreement (the "SPPA") for the sale of electricity/net metering credits to Landlord, which is incorporated herein by reference;

Whereas, it is the intention of the Parties that the SPPA and Lease be complementary, such that what may be expressly required by one shall be deemed required by the other;

Whereas, the Parties wish to set forth herein the terms and conditions governing Tenant's use of the Property.

Now, therefore, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Tenant and Landlord hereby agree as follows:

Unless otherwise expressly provided herein, Capitalized terms used in this Lease shall have the meaning ascribed to them in the SPP A.

1. Premises.

I .1 Premises and Access Areas

(a) The Premises. Landlord, for and in consideration of the covenants and agreements on the part of Ten ant contained in this Lease, does hereby lease unto Tenant, and Tenant does hereby lease and take from Landlord, upon and subject to the conditions expressed in this Lease and the SPP A, a certain portion of the Property hereinafter referred to as the "Lease Area" or "Premises" as described more particularly in Exhibit A attached hereto and incoIporated herein, for the Permitted Uses.

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(b) Exhibit A to the Lease as of the Commencement Date includes the initial approximation of the Premises, Access Area, and Utility Area. Tenant shall provide Landlord with updates to the description and drawings of the Premises during development and construction of the System, and the Parties shall confer regarding the need for and necessary extent of any additional space for installation and interconnection of the System. Landlord agrees to amend Exhibit A of this Lease with such updated drawings and descriptions, and in each case such revised Exhibit A shall be incorporated into this Lease. The Property, excluding the Lease Area, is referred to as the "Remaining Property."

I .2 Appurtenant Rights. Landlord further grants to Tenant, during the period commencing on the Commencement Date of this Lease and ending upon the expiration or earlier termination of this Lease, or such additional time as permitted by Landlord for the removal of the System and restoration of the Premises, the following rights appurtenant to the Lease Area:

(a) A non-exclusive right of access to the Lease Area across or through any adjacent area to the Lease Area owned by Landlord ("Access Area") which is necessary to gain access to the System and Lease Area. Such Access Area shall include any existing driveways on the Property;

(b) The exclusive use of, and right to develop, design, install and operate the System within the Lease Area, and the exclusive right to maintain, repair and replace the System throughout the Term of this Lease, subject to the terms of this Lease and the SPP A;

(c) The right and sufficient space for the installation, operation, and maintenance of electric lines, cables, condnits and related equipment necessary to operate the System and interconnect the System to the local electric utility's electric distribution system;

(d) The exclusive right to receive sunlight at the Lease Area (the "Solar Easement") during every hour of each day that sunlight reasonably conld be received by the System. Subject to the requirements of Applicable Legal Requirements or any Governmental Authority, Landlord shall not create or install vegetation, structures or other objects on the Property that will obstruct the passage of sunlight on the Lease Area; and

(e) To the extent requested by Tenant and reasonably necessary, and subject to Applicable Legal Requirements and available space, as determined in Landlord's sole discretion, Landlord shall provide necessary space on the Remaining Property at locations specified by Landlord (such locations, the "Construction Laydown Area") for temporary (i) storage and staging of tools, materials and equipment, (ii) construction laydown, (iii) parking of construction crew vehicles, (iv) vehicular and pedestrian access and access for rigging and material handling, and other temporary facilities reasonably necessary to construct, erect, install and remove the System. The foregoing notwithstanding, Tenant shall not obstruct access to the Remaining Property, or interfere with or disrupt Landlord's use thereof or operations therein, including, but not limited to, Landlord's transfer station, if any. Tenant shall immediately restore the Remaining Property to the condition it was in prior to Tenant's use.

1.3 Condition of Premises. Landlord is not required to furnish any services or facilities to the Lease Area, unless otherwise required by a Governmental Authority or Governmental Approval except as otherwise required in this Lease. The Parties agree that Tenant is not responsible for conditions on the Property (i) arising from or related to acts or omissions that occurred prior to the Commencement Date and were not caused by Tenant, or those for whom the Tenant is legally liable; or

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(ii) occurring after the Commencement Date and not caused by Tenant, or those for whom the Tenant is legally liable. Landlord agrees that it shall comply with the provisions of the DEP Permit in accordance with Section 1.5 below.

1.4 Utilities. Tenant shall be solely responsible for providing, and paying for, all electrical and other utilities of sufficient capacity to serve Tenant's use of the Premises, which shall be installed in accordance with Applicable Legal Requirements and the reasonable requirements of Landlord, and in a manner that avoids interference to or disruption of other activities on the Property. Landlord shall have no duty or liability to Tenant with respect to the maintenance, repair, upgrade, replacement or security of any utilities or electrical transmission or distribution lines owned by a third party. Nor shall Landlord have any liability to Tenant for any damages, including, but not limited to, lost revenue, arising from such third party's actions or omissions regarding any such maintenance, repair, upgrade, replacement or security. In the event Tenant desires to undertake any maintenance, repair, upgrade, replacement or security of any electrical transmission or distribution lines owned by Landlord, Tenant may do so at its cost and expense, but only with the advance written approval of Landlord.

1.5 Landfill Area. Tenant agrees to obtain at its sole cost and expense, all Governmental Approvals, as such term is defmed in the SPPA, including, but not limited to, a Post-Closure Use Permit (the "DEP Permit") from the Massachusetts Department of Environmental Protection ("DEP") to allow Tenant to use the Premises for the Permitted Uses (defmed in Section 2, below). Tenant acknowledges and agrees that the DEP Permit may impose certain conditions and requirements which are related to the Tenant's use of the Premises and/or the installation, construction and/or operation of the System. Landlord acknowledges that the DEP Permit may impose certain conditions and requirements on Landlord related to maintenance of the landfill and landflll cap.

Tenant agrees that it (a) shall not conduct any activities on the Premises that will or are reasonably likely to penetrate any Landfill capping material or otherwise threaten the integrity of any Landfill cap; (b) shall not violate Applicable Legal Requirements, including but not limited to the DEP Permit, (c) deleted, and (d) shall not interfere with or disrupt (i) Landlord's operation, maintenance, use and repair of Landlord's transfer station, if any, located on the Property or (ii) access to the Landfill, or (iii) with Landlord's performance of any duties required of Landlord under Applicable Legal Requirements, including but not limited to any laws, regulations, codes, and agreements with respect to the Landfill. Landlord agrees and acknowledges that Tenant shall submit an application for the DEP Permit on behalf of and in the name of the Landlord.

Tenant shall submit the DEP Permit application for Landlord's review and approval prior to submission to DEP. Tenant shall comply with conditions in the DEP Permit related to construction, operation and maintenance of the System and interconnection of the System to the electrical distribution system ("Tenant's DEP Permit Obligations"). If Tenant fails to comply with Tenant's DEP Pennit Obligations, Landlord may, after written notice to Tenant and Tenant's failure to act within ten (10) days thereafter, take such reasonable action as it deems necessary to prevent cancellation of the DEP Pennit, except that Landlord may not operate the System without Tenant's approval except in the event of emergency where public safety is at risk. Tenant shall reimburse Landlord for any documented, reasonable costs incurred by Landlord in preventing cancellation of the DEP Pennit. Landlord shall comply with conditions in the DEP Permit related to ongoing monitoring, maintenance, repair of the Landfill and any gas venting infrastructure. To the extent the DEP Pennit requires Landlord to perfonn any work within the Lease Area, Tenant shall provide Landlord access to such area upon prior written notice; provided that the Landlord shall use reasonable efforts to minimize interference with the System during such access and agrees to comply with Tenant's access, security and safety protocols. Each of Landlord and Tenant shall provide reasonable cooperation and assistance with the other party in

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providing information that a party may require to meet the DEP Permit conditions. If Landlord fails to comply with the DEP Permit, Tenant may, after written notice to Landlord and Landlord's failure to act within ten (lO) days thereafter, take such reasonable action as it deems necessary to prevent cancellation of the DEP Permit. Landlord shall reimburse Tenant for any documented, reasonable costs incurred by Tenant in preventing cancellation of the DEP Permit. If the Landlord's failure to comply with the DEP Permit results in cancellation or revocation of the DEP Permit, then Tenant may terminate this Lease and the SPPA and in such case Landlord shall pay the User Termination Payment. Tenant shall not be responsible for any costs, fees or expenses for ongoing maintenance, repair or monitoring of the Landfill.

1.6 Early Termination. Subject to the provisions of the SPPA, this Lease shall terminate without Tenant or Landlord being considered in default and without further liability of either Party upon either (i) termination of the SPP A by Landlord under Section 2.2(b) of the SPPA, or (ii) termination by Tenant under Section 2.2(c) of the SPPA. Such termination shall be effective as ofthe date the SPPA terminates. Tenant may terminate this Lease and the SPPA without liability and without being deemed in default if Tenant discovers any title defect, encumbrance, restriction or other lien that will materially impair or adversely affect Tenant's Permitted Uses. In such case, Tenant shall give Landlord written notice describing such title encumbrance and enclosing a copy of same, and if Landlord is unable to clear such encumbrance from the record title within ninety days thereafter, then Tenant may terminate this Lease and the SPP A as aforesaid.

2. Permitted Uses. Tenant shall use the Premises solely for the purpose of constructing, installing, operating, maintaining, repairing, removing and replacing the System in accordance with the SPPA, this Lease, Applicable Legal Requirements and the requirements, orders and permits of any Governmental Authority (including site plan review under the Landlord's Zoning Bylaw), and uses incidental thereto including, but not limited to, installation of electric interconnection facilities (the "Permitted Uses"). Tenant's use of and activities on the Premises shall at all times conform to Applicable Legal Requirements. Absent written approval by Landlord's legislative and executive bodies, which may be withheld in Landlord's sole and absolute discretion, Tenant shall not use the Premises for any use other than the Permitted Uses.

3. Term.

3.1 Initial Term. The term of this Lease shall commence on the Commencement Date hereof and, unless terminated in accordance with the provisions of the SPPA or this Lease, shall terminate on the twentieth anniversary of the Commercial Operation Date (the "Initial Term"). The term "Commercial Operation Date" is defined in the SPP A. Notwithstanding anything to the contrary in this Lease, the termination of the Lease shall result in the automatic and simultaneous termination ofthe SPP A.

3.2 Extension Term. At the expiration of the Initial Term, this Lease may be extended in accordance with the terms of the SPP A and, if extended, shall be on the same terms and conditions set forth herein. Any extension shall be referred to as the "Extension Term." The Initial Term and the Extension Term, if the latter is permitted and exercised, shall be referred to, collectively as the "Term." The term "Lease Year" means a period of one (1) year commencing on the Commencement Date or any anniversary date thereof.

3.3 Early Termination. The Parties hereby acknowledge and agree that Tenant's obligations under this Lease are contingent on the satisfaction of any conditions precedent and antecedent set forth in the SPP A, and that this Lease may be terminated for the same reasons for which

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the SPP A may be terminated, and any termination of the SPP A shall result in the automatic and simultaneous termination of the Lease, except as expressly provided in Section 8.4 of the SPP A.

3.4 Holdover. If Tenant or any party claiming by, through or under Tenant, retains possession of the Premises or any part thereof for longer than one hundred fifty (150) days after the expiration or earlier termination of this Lease, then Landlord may, at its option, serve written notice upon Tenant that such holding over constitutes 0) a month-to-month tenancy, upon the terms and conditions set forth in this Lease, or Oi) the creation of a tenancy-at-sufferance, and in either event such possession shall be upon the terms and conditions set forth in this Lease. Tenant shall also pay to Landlord all damages sustained by Landlord resulting from retention of such possession by Tenant. Tenant hereby agrees that the provisions of this Section shall not constitute a waiver by Landlord of any right of re-entry as set forth in this Lease or otherwise; and that the receipt of any Rent or any other act in apparent affirmance of the tenancy shall not operate as a waiver of Landlord's right to terminate this Lease for Tenant's breach of the Lease. For greater clarity, the ISO-day period mentioned in this Section 3.4 is the period afforded to Tenant for removal of the System pursuant to §16 of this Lease.

4. Rent.

4.1 Base Rent. On the Commercial Operation Date, Tenant shall pay Landlord, without notice or demand therefor and without any deduction or set-off whatsoever, except as expressly otherwise provided herein, rent for the entire Term in the amount of Twenty Dollars ($20) (the "Base Rent"). The Base Rent shall be nonrefundable if this Lease is terminated for any reason. The Base Rent shall be exclusive of any real or personal property taxes, or structured tax agreement obligations payable by Tenant in accordance with and pursuant to the terms of the SPPA or this Lease.

4.2 Additional Rent and Other Charges. On and from the Commencement Date, Tenant shall payor cause to be paid as "Additional Rent" before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, any and all property (real or personal) taxes assessed by Landlord with respect to the System or Tenant's leasehold interest in the Premises. If Landlord assesses or otherwise requires payment of any Governmental Charges beyond those specified under the Tax Payment Agreement (as defmed in Section 4.S below), then Landlord agrees that payment of such Governmental Charges shall be offset by a corresponding increase to the Electricity Price.

The foregoing notwithstanding, Tenant shall have the right, in its own name, to contest the validity or amount, in whole or in part, of any of the Governmental Charges by appropriate proceedings timely instituted. Tenant shall promptly pay any valid final adjudication enforcing any Governmental Charges, failing which Landlord shall have the right to deduct such charge from amounts otherwise due Tenant under the SPP A.

4.3 General Rent Provisions. Rent shall be payable by Tenant to Landlord in equal quarterly installments during the Term of this Lease and for so long as Tenant remains in occupancy of the Premises. Unless otherwise agreed in writing by the Parties, all Rent and other payments required to be made by Tenant to Landlord under this Lease shall be paid by wire transfer or by check payable to the "City of Pittsfield" and delivered to Landlord at the address set forth below, or at such other place as Landlord may from time to time direct by written notice to Tenant.

4.4 Interest. All payments becoming due under this Lease and not paid when due shall

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bear interest from the applicable due date until received by Landlord at an annual rate equal to the prime rate of interest charged from time to time by Bank of America or its successor or similar national bank plus two (2) percent.

4.5 Tax Agreement. The Parties hereby state their intent to enter into an agreement for taxes ("Tax Payment Agreement") in substantially the form attached hereto as Exhibit B, subject to approval of the Tax Payment Agreement by Landlord's legislative body. If Landlord's legislative body fails to approve the Tax Payment Agreement, the parties may by mutual agreement either renegotiate the terms of the Tax Payment Agreement and re-submit it for approval, or amend or modifY this Lease or the SPP A to account for tax payments to the Landlord, it being agreed by the Parties that any assessment of property taxes other than by means of a fully-executed and approved Tax Payment Agreement shall be offset by a corresponding increase in the Electricity Price under the SPPA. The property tax adder on Section B of Exhibit C to the SPPA shall be updated after the Landlord and Tenant have agreed upon the annual payment amount for the Tax Payment Agreement.

5. System Construction, Installation and Operation.

5.1 Installation Work.

A. Subject to the terms of the SPP A and Lease, and Applicable Legal Requirements, Landlord hereby consents to the installation and construction of the System by Tenant on the Premises, including, without limitation, the installation of solar panels, mounting substrates or snpports, wiring and connections, power inverters, service equipment, metering equipment and utility interconnections, ("Installation Work"). No Installation Work shall occur until Tenant has obtained all Goverrnnental Approvals necessary for that work, including, but not limited to, permits and approvals of any Goverrnnental Authority, and until Landlord has approved the plans and specifications under Subsection C, below. Tenant will be responsible for obtaining and maintaining, at its sole cost and expense, all Goverrnnental Approvals, including but not limited to all permits necessary for the Installation Work and any and all other improvements on or at the Premises. Notwithstanding anything to the contrary herein, the execution of this Lease does not to any extent provide a waiver of any permit or approval the Tenant may require from the Town. Any topsoil at the Premises which is disturbed, excavated or displaced as part of the Installation Work shall remain the property of the Landlord and shall not be removed or relocated from the Premises except in accordance with the permission and direction of the Landlord.

B. Before commencing the Installation Work, Tenant shall carefully evaluate the Premises and site of the proposed System, and Applicable Legal Requirements, including but not limited to any permits issued by the DEP, including the DEP Permit, to determine whether, in Tenant's opinion, the Premises is ready and in a condition appropriate to receive the System, and Tenant shall notifY Landlord in writing before any installation activities commence if Tenant has determined that the site is not so ready or is not in such condition. Under no circumstances will Tenant penetrate, puncture, damage, destroy or alter any of the materials of which any Landfill cap is constituted, and Tenant shall do nothing that shall cause or result in the Landfill being in violation of Applicable Legal Requirements. Tenant shall provide Landlord with a full site safety plan to govern the Installation Work.

C. Tenant shall furnish to Landlord for Landlord's approval, which approval shall not be unreasonably withheld, copies of all design plans, drawings, specifications, and detailed schedules for such work (collectively, the "Plans"). Landlord shall have thirty (30) days to approve or object to the Plans. If Landlord objects to the Plans, Landlord shall send written notice with description of its objection. Landlord and Tenant shall attempt to address Landlord's objections and Tenant shall repeat the procedure above to obtain Landlord's approval. If Landlord does not object to the Plans within such

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3D-day period, Tenant's Plans shall be deemed approved, This review is in addition to, and not a limitation of, any regulatory review or process required by Applicable Legal Requirements or any Governmental Authority. Landlord shall provide reasonable cooperation to coordinate review and approval with all required internal departments. Tenant shall schedule a pre-construction meeting with Landlord at least 14 days before commencement of any work at the Premises, and shall coordinate all such work with Landlord's activities at the Premises. Notwithstanding any approval by Landlord, Tenant shall not be relieved of its obligations under the SPPA and the Lease concerning the engineering, design, construction, operation, maintenance, monitoring, inspection, permitting, and "interconnection" of the System to the electric grid.

D. Tenant will cause the System to be designed, engineered, installed, constructed, operated, maintained, monitored, tested and inspected in accordance with all Applicable Legal Requirements, the terms of the Lease and SPPA, prudent industry practices, and manufacturers' and construction contractors' warranties, written instructions, written specifications and written recommendations, and the Plans approved by Landlord under Subsection C, above, and shall pay for all costs and expenses arising therefrom. Tenant shall keep Landlord informed on a weekly basis regarding the progress, scheduling and coordination of the Installation Work. Tenant shall undertake and prosecute the Installation Work using commercially reasonable and diligent efforts, and without unreasonable delay or interruption.

E. Within ninety days following the Commercial Operation Date, Tenant shall provide Landlord with" as-built" drawings, stamped by a Massachusetts licensed professional architect or engineer, setting forth in detail the location of all components of the System, and shall provide Landlord with reasonable prior written notification regarding any material and substantial repair, modification, alteration, change or replacement required with respect to any part of the System. In addition, Tenant shall provide persons designated by Landlord with training and instruction regarding the functions of the System and actions to be taken in the event of an emergency relating to the operation of the System or a risk of damage to property or persons as a result of such operation. Tenant shall submit for Landlord's approval a complete decommissioning and removal plan covering all aspects of work required to dismantle and remove the System from the Premises. In the event of disapproval, Tenant shall revise the plan to address the reasons for disapproval and resubmit the plan to Landlord. An approved plan is a material condition of this Lease.

F. Tenant understands that Landlord is responsible for performing certain activities in connection with the Landfill located on, about or adjacent to the Premises, including, but not limited to, operation, monitoring and inspection. Tenant understands that Landlord's performance of such activities is for Landlord's, and not Tenant's, benefit.

5.2 Additional Rights. Subject to Applicable Legal Requirements and the terms of the SPPA and Lease, including Section 5.1, Tenant shall also have the right from time to time during the Term hereof in connection with this Lease, to (a) maintain, clean, repair, replace and dispose of part or all of the System; (b) to add to or remove the System or any part thereof; and (c) perform, or cause to be performed, all tasks necessary to carry out the Permitted Uses or carry out the activities set forth in this Section 5. Subject to Applicable Legal Requirements, as between the Parties during the Term of this Lease, (i) all ownership of and title to the System shall be with the Tenant and (ii) Tenant shall be the legal and beneficial owner of the System. Tenant and Landlord state their intent that the System will at all times retain the legal status of personal property of Tenant as defined under Article 9 of the Uniform Commercial Code; and the System will not attach to or be deemed a part of, or a fixture to, the Premises notwithstanding the manner in which the System is or may be affixed to real property of Landlord. [fthere is any mortgage or fixture filing against tbe Property which could reasonably be

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construed as prospectively attaching to the System as a fixture, Landlord shall, upon request of Tenant, provide a disclaimer of ownership for such lienholder. Landlord authorizes Tenant to file a precautionary UCC financing statement which shall disclaim the fixture status of the System. The parties intend the SPPA to be treated as a "service contract" within the meaning of section 7701 (e)(3) of the Internal Revenue Code.

5.3 Access to and Use of Leased Premises. Subject to the terms of the SPPA and this Lease, and Applicable Legal Requirements, Tenant shall have access to the Premises twenty-four (24) hours per day, seven (7) days a week for the purpose of performing the lnstallation Work and Permitted Uses.

5.4 Mechanics'Liens. Tenant shall not permit any mechanics' liens, or similar liens, to remain upon the Premises for labor and material furnished to Tenant or claimed to have been furnished to Tenant in connection with work of any character performed or claimed to have been performed at the direction of Ten ant, and shall cause any such lien to be released of record or bonded over without cost to the Landlord within thirty (30) days after Tenant receives notice of filing of same. In addition to any other rights and remedies available to Landlord, Tenant agrees to indemnify, save, defend, and hold harmless the Landlord against, of and from all costs, liabilities, suits, penalties, claims and demands, including reasonable attorneys' fees, resulting from the imposition of any such lien on the Premises.

5.5 Changes. Alterations. Tenant shall obtain the approval of Landlord and applicable Governmental Authorities in accordance with and to the extent required by this Agreement and any Applicable Legal Requirements for the System, prior to making any material or structural alterations, changes, or additions to the System.

5.6 Insurance for Tenant's Work. During the performance of the lnstallation Work and any other improvements approved by Landlord, Tenant shall have and maintain in force liability and property insurance, builder's risk insurance covering Landlord (with no exclusion for design or construction defects, errors or omissions), and workmen's compensation insurance affording applicable statutory coverage and containing statutory limits, all in compliance with the provisions of Section 12.

5.7 Landlord Accessllnspection RightslNotice of Damage.

A Landlord may, upon reasonable prior notice to Tenant, except in the case of an emergency, in which event Landlord will give notice as soon as practicable, enter upon any and all portions of the Premises for the purpose of ascertaining their condition or whether Tenant is observing and performing the obligations assumed by it under this Lease, and for the purpose of protecting the Property or persons on the Property and carrying out its obligations with respect to maintenance and monitoring of the Premises and any Landfill cap located thereon, or as otherwise may be required by Applicable Legal Requirements, subject to Tenant's safety and security protocols. The foregoing notwithstanding, the Landlord and DEP, their assigns andlor representatives, shall have full access to the Premises at all times upon reasonable prior notice to Tenant, except in the case of emergency where prior notice is not required, and subject to Tenant's safety and security protocols, and Tenant shall provide such persons employed and designated by the Landlord from time to time with keys to any locked gates or other security measures limiting access to the Premises. If, at any time during the Installation Work, any city inspector or code enforcement official determines that the work poses a safety risk to the City or its property or persons, he or she may issue a stop work order in accordance with Applicable Legal Requirements and the Tenant shall cease the lnstallation Work until such time as the risk has been

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remediated or abated to the reasonable satisfaction of the official in accordance with Applicable Legal Requirements.

B. During the course of construction and any substantial alteration or modification of the System, Tenant shall maintain all plans, shop drawings, and specifications relating to such construction so that Landlord, its agents or contractors may examine at reasonable times upon reasonable prior notice.

C. Landlord shall have the right, but not the obligation, upon reasonable prior notice to Tenant and without any hindrance by Tenant, to observe and inspect the System for any reasonable purpose, subject to Tenant's safety and security protocols.

D. Landlord shall have the right, upon reasonable prior notice to Tenant, and at Landlord's cost to examine, during normal business hours, the books of account and other records in Tenant's possession, custody and control pertaining to Tenant's obligations under this Lease, the SPP A., and Applicable Legal Requirements.

E. Tenant shall immediately notify Landlord of any damage to or loss of use of the Premises or System, and of any events or circumstances of which Tenant is aware that may result in damage or loss of use of the Premises or System.

5.8 Performance and Removal Surety.

A. Tenant shall, prior to the commencement of construction, require its labor contractors and subcontractors performing the Installation Work to provide payment and performance bonds for their respective scopes of work, and Tenant shall provide copies of such bonds to Landlord. The bonds shall remain in effect until ninety (90) days after Tenant achieves Commercial Operation.

B. Tenant shall provide fmancial security for the removal of the System ("Decommissioning Assurance") in the form and amount, and at the time, and to the extent required by the Landlord or applicable Govermnental Authority, whichever is greater. The Decommissioning Assurance shall be given by a company authorized to do business in Massachusetts with a rating reasonably satisfactory to Landlord. The form of Decommissioning Assurance shall require not less than thirty (30) days advance notice to Landlord prior to termination. The Electricity Price shall reflect an increase, by an adder, for any Decommissioning Assurance required under this Lease. The Landlord acknowledges that the price adder to the Electricity Price shown on Exhibit C to the SPPA assumes that the acceptable Decommissioning Assurance will be a bond for removal of the System substantially in the form attached hereto as Exhibit D and at the bond value as set forth on Exhibit C to the SPP A, namely $250,000. Landlord agrees to execute an amendment to the SPPA to confirm an increase to the Electricity Price based on an increase of the Decommissioning Assurance required by Landlord or other applicable Govermnental Authority above the amount of that value. To the extent the Landlord or other applicable Govermnental Authority requires a different form of Decommissioning Assurance, then Landlord agrees that the Electricity Price may be subject to increase depending on the cost impact of the Decommissioning Assurance required. In the even! the Decommissioning Assurance lapses or terminates without immediate replacement by Tenant, unless such lapse or termination is approved by the Landlord in advance, Landlord shall have the right, but not the obligation, to obtain and maintain, at Tenant's cost and expense, replacement Decommissioning Assurance in such form as is reasonably satisfactory to Landlord, until such time as the Tenant reestablishes its Decommissioning Assurance. Landlord may offset any and all costs and expenses incurred in obtaining and maintaining replacement

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Decommissioning Assurance against any sums due to Tenant under the Lease or the Owner under the SPPA.

5.9 Safety. During the Installation Work and any other Landlord-approved improvements to the Premises, Tenant shall install such safety devices as may be necessary and appropriate, and as Landlord may reasonably require, to ensure the safety of Landlord's personnel, persons on the Premises, the Premises, the Remaining Property, adjacent property owners and their property. Notwithstanding anything to the contrary in the DEP permit(s), SPP A and this Lease, Landlord is not responsible for the security of the Premises or any improvements made thereto, which shall be at all times the sole responsibility of Tenant.

6. Representations and Warranties, Covenants of Landlord.

6.1 Authorization. Landlord represents and warrants that Landlord (i) is a municipality of the Commonwealth of Massachusetts, duly formed, validly existing under the laws of the Commonwealth of Massachusetts, (ii) the execution, delivery and performance by Landlord of this Lease have been duly authorized by all necessary action on the part of the Landlord and do not reqnire any approval or consent of any person or entity; (iii) has all requisite power and authority to perform its obligations under this Lease and to carry out the terms hereof and the transactions contemplated hereby, (iv) the execution, delivery by Landlord of this Lease and the performance of the Landlord's obligations and consunnnation of the transactions contemplated hereby will not cause a default under or result in a violation of any agreement to which it is a party with respect to the Premises, or any permit, judgment, approval or order (including any lease in respect of the Premises as to which Landlord is the tenant) (v) this Lease constitutes the legal, valid and binding obligation of Landlord, enforceable against the Landlord in accordance with its terms, except as the enforceability thereof may be limited by (1) the bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally, and (2) general equitable principles.

6.2 Landlord's Title to Leased Premises. Landlord represents and warrants that it is the fee owner of the Property. Landlord shall not sell, assign or otherwise alienate the Premises unless Landlord shall have given Tenant at least thirty (30) days' prior written notice thereof, which notice shall identify the transferee, the premises to be so transferred and the proposed date of transfer. Landlord agrees that this Lease and the Solar Easement shall run with the Premises and survive any transfer of any portion of the Premises. In furtherance of the foregoing, Landlord agrees that it shall cause any purchaser, tenant, assignee, mortgagee, pledge or party to whom a lien has been granted by Landlord to execute and deliver to Tenant a document pursuant to which such party acknowledges and consents to Tenant's rights in the Premises as set forth herein including, without limitation, an acknowledgement by the transferee that it has no interest in the System and shall not gain any interest in the System by virtue of Landlord's transfer.

6.3 No Interference With System. Excluding activities ongoing on, in or about the Property and Premises as of the date of execution of this Lease, Landlord will not knowingly conduct activities on, in or about the Premises that will cause material damage to or otherwise materially and adversely affect the System or its operation for the Permitted Uses. In the event Landlord is required to take any action required by Applicable Legal Requirements which may adversely affect the System, Landlord shall give written notice of same to Tenant and Tenant shall be entitled to participate in the communications with the Goverrunental Authority or other party requiring such action, and Landlord shall carry out such action using commercially reasonable efforts to avoid adversely affecting the System. Tenant, upon Landlord's prior review and approval and at Tenant's sole expense, shall

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implement and maintain reasonable and appropriate security measures to prevent unauthorized parties from accessing the Premises or the System, and to prevent any theft, vandalism or other actions that have a reasonable likelihood of causing damage, impairment or otherwise adversely affecting the System. To the best of Landlord's knowledge, tbe activities ongoing on, in or about the Property would not canse damage to or otberwise materially and adversely affect the System. Landlord will not construct buildings or structures, initiate or conduct activities, plant trees or vegetation of any type or allow any trees or otber vegetation on the Property or any adjacent property owned by Landlord that would block access of sunlight to the System.

7. Representations and Warranties, Covenants of Tenant.

7.1 Autborization; Enforceability. Tenant represents as of the Commencement Date tbat (i) Tenant is a limited liability company, duly formed, validly existing and in good standing under tbe laws of the State of Delaware and is and during the Term shall be qualified to do business in the Commonwealth of Massachusetts, (ii) the execution, delivery and performance by Tenant of this Lease have been duly autborized by all necessary action on tbe part of the Tenant and do not require any approval or consent of any person or entity; (iii) Tenant has all requisite power and authority to perform its obligations under this Lease and to carry out tbe terms hereof and tbe transactions contemplated hereby; (iv) tbe execution, delivery by Tenant of this Lease and tbe performance of the Tenant's obligations and consummation of the transactions contemplated hereby will not cause a default under or result in a violation of Tenant's organizational documents, or any judgment, decree, law, rule, regulation, permit, approval or order applicable to Tenant; (v) this Lease constitutes tbe legal, valid and binding obligation of Ten ant, enforceable against the Tenant in accordance with its terms, except as the enforceability thereof may be limited by (I) the bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally, and (2) general equitable principles.

7.2 Tenant agrees to perform tbe maintenance obligations set forth on Exhibit C hereto.

8 Maintenance.

8.1 Maintenance of Premises. Tenant shall all at its sole cost and expense keep the Lease Area in good and safe order and condition, and shall not commit, or permit its agents, employees, representatives or invitees to commit, waste to the Premises. If Tenant or its agents, employees, representatives or invitees (including sublessees) damage the Property (including, without limitation, any Landfill cap) or any property of Landlord or any otber tenant on the Property, Tenant shall, at its sole cost and expense, promptly and in accordance with Applicable Legal Requirements repair and restore the Property, Premises and any other property of Landlord and any property of other tenants. Tenant shall be responsible for the removal of all of its trash and waste from the Premises. Tenant acknowledges that Landlord shall have no duty, obligation or liability to Tenant for the maintenance, repair and security of the Premises, except that Landlord shall be responsible for its own activities at the Landfill and for complying with its obligations under the DEP Permit, with which activities Tenant shall not interfere.

8.2 Maintenance of System. Tenant shall maintain and repair the System and related equipment so as to keep it safe, sanitary, and in good working order and condition, all at its sole cost and expense. Landlord shall have no duty or liability to Tenant with respect to the maintenance, repair or security of the System.

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8.3 Temporary Removal of System.

A. In the event that the Premises require repairs during the Term of this Agreement, including replacement of all or a portion of the Landfill cap, whether for compliance with requirements of a Governmental Authority or to remedy damage caused by Tenant, the Tenant agrees that it shall remove the System or any part thereofto allow such repairs to be undertaken. In the event Landlord undertakes repairs not related to damage caused by Tenant or by those for whom the Tenant is legally liable, the Landlord shall be responsible for all costs of removal, storage, and reinstallation of the System, along with any additional fees or costs charged by the LDC for reconnecting the System to the LDC System. In addition, Landlord shall pay Tenant for any documented lost revenue for sales of Electricity and documented lost revenue for Environmental Attributes that would have been generated and received by Tenant, in each case based upon the estimated energy production capacity of the System during the period of time the System was not operating on account of such repairs, with such estimate to be prepared using the inputs on the PV SYST Report (or updated thereto) attached to Exhibit C to the SPP A. In the event of repairs related to damage caused by Tenant or by those for whom the Tenant is legally liable, all cost and expense of such repairs shall be paid by Tenant, with no liability or penalty to Landlord.

B. Landlord and Tenant shall cooperate and, subject to Applicable Legal Requirements, use commercially reasonable efforts to ensure that any repair does not materially increase the cost of operating and maintaining the System. In the event of repairs related to compliance with requirements of a Governmental Authority, Tenant shall be entitled to participate in the communications between Landlord and the Governmental Authority relating to the determination of need to remove any portion of the System to effect the repairs, and the means and methods of implementing the repairs and the duration thereof.

8.4 Landlord's Cure Rights. Ifrepairs to the Premises are required to be made by Tenant pursuant to the terms hereof, Landlord may demand that Tenant make the same forthwith, and, if Tenant refuses or neglects to commence and diligently pursue the completion of such repairs forthwith in the case of emergency repairs, Landlord may (but shall under no circumstances be required or obligated to) make or cause such repairs to be made. Except in the case of emergency as provided in the SPP A, Landlord shall not be permitted to make any repairs to the System. If Landlord makes or causes such repairs to be made, Tenant agrees that Tenant shall forthwith, on demand, pay to Landlord the costs thereof, failing which, Landlord shall have the same remedies provided herein as it does for the failure to pay Rent, and/or may, notwithstanding anything to the contrary in the SPPA, deduct the cost of such repairs from amounts otherwise due Tenant under the SPP A.

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10. Hazardous Materials.

10.1. Hazardous Materials. "Hazardous Materials" are any hazardous, toxic or radioactive materials, substances or waste, as defmed in federal or state law regulating or addressing the generation, storage, use, or transportation of such materials, including but not limited to Massachusetts General Laws, chapter 21 E; the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.c. §9601, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. §1801, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. §1801, et seq.; the Clean Water Act, 33 U.S.C. §1251, et seq.; the Clean Air Act, 42 U.S.C. §740l, et seq.; the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. §136, et seq.; the Toxic Substances Control Act, 15 U.S.C. §2601, et seq.; the Emergency Planning and Community Right to Know Act (SARA Title III), 42 U.S.C. § II 001, et seq.; and any rules, regulations or orders promulgated pursuant thereto (collectively, the "Environmental Laws").

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10.2. Tenant Hazardous Activities. Tenant agrees that it shall not, nor allow others under its control to, use, generate, store or dispose of any Hazardous Materials on, under, about or within the Property in violation of Environmental Laws, or cause the release from the Landfill of any Hazardous Material, in violation of any Environmental Laws. Tenant shall not be responsible for or have any liability for any pre-existing Hazardous Materials encountered at the Property ("Landlord Hazardous Materials"). Upon encountering any materials that Tenant suspects may constitute Landlord Hazardous Materials, Tenant shall immediately notify Landlord and may suspend work in the affected area as reasonably necessary until such materials are properly remediated by Landlord. Notwithstanding the foregoing, Tenant shall be responsible and liable for any release or threat of release in violation of Environmental Laws of any Landlord Hazardous Material caused by the act or omission of Ten ant, or those for whom the Tenant is legally liable. Tenant's liability set forth in the preceding sentence is only to the extent of such release or threat of release of Landlord Hazardous Materials caused by the act or omission of Tenant, or those for whom the Tenant is legally liable

10.3. The Parties agree and understand that solely by reason of the demise ofthe Premises to Tenant, Tenant's acceptance of the Premises as stated herein, Tenant's entry upon the Premises and Tenant's use of the Premises in accordance with the terms of this Lease, neither Tenant nor any of its members, partners, agents, contractors, employees, offices, directors, lenders, successors or assigns shall be deemed by Landlord to have, in any way, become an Operator of the Landfill (as such term is defined in 310 CMR 19.00 et seq.), or shall be deemed by Landlord to have assumed any liability or obligation for the operation, maintenance, closure, monitoring or repair of the Landfill, or with respect to any materials deposited at the Landfill by any person other than Tenant and its contractors from and after the Commencement Date.

10.4. Tenant Envirorunental Indemnity. In addition to any other rights and remedies available to Landlord, Tenant agrees to defend, hold harmless and indemnify Landlord from and to assume any and all claims, suits, penalties, obligations, damages, losses, liabilities, payments, costs and expenses (including without limitation reasonable attorneys' fees) (collectively, "Claims") arising from (i) the failure by Tenant or its agents, employees, contractors, subcontractors, licensees or invitees (collectively, with Tenant, referred to as the "Tenant Parties") to comply with any applicable Environmental Laws, and (ii) the presence or release of any Hazardous Materials in excess of quantities permitted under Envirorunental Laws on or about the Premises caused by or related to the acts or omission of any of the Tenant Parties.

10.5 Landlord Environmental Responsibility. Unless otherwise prohibited by applicable law Landlord agrees to hold Tenant harmless from and against any damages, costs, liability (including without limitation reasouable attorney's fees) incurred by Tenant arising from (i) the failure of Landlord to comply with Environmental Laws, and (ii) the presence of Landlord Hazardous Materials on the Property in excess of quantities allowed under Environmental Laws caused by or related to the acts or omission of the Landlord.

10.6 Costs. The indemnifications and covenants of Section 10.4 specifically include reasonable costs, expenses and fees incurred in connection with any investigation of Property conditions or any clean-up, remediation, removal or restoration work required by any Governmental Authority.

10.7 Survival. The provisions of this Section 10 will survive the expiration or termination of this Lease.

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11.1 Tenant Indemnity. In addition to Tenant's indemnification obligations under Section 10 of the Lease and under the SPP A and any other rights and remedies available to Landlord, Tenant shall indemnifY, hold harmless, and defend Landlord from and against all Claims: (a) arising directly or indirectly from the failure of any of the Tenant Parties to comply with Applicable Legal Requirements, or (b) asserted by third parties for property damage or bodily injury to the extent caused by the negligent act, negligent omission, or negligence on the part of any of the Tenant Parties relating to any work done or action taken during the Term of this Lease and the Term of the SPPA in, on or about the Premises or any part thereof Tenant's indemnification obligations hereunder shall be reduced in proportion to the percentage by which the Landlord's negligence or willful misconduct caused any such Claims.

11.2 Release. To the maximum extent permissible by law, Tenant agrees to use and occupy the Premises with the System at Tenant's own risk.

11.3 Limitation on Liability. Notwithstanding anything to the contrary in this Lease or the SPP A, neither Party shall be liable to the other for any indirect, consequential, punitive or special damages, loss of profit or the like, whether or not such damages are deemed foreseeable. It is agreed by the Parties that the User Termination Payment and Owner Termination Payment are considered by the Parties to be direct damages.

Notwithstanding anything in this Lease or the SPPA to the contrary, Tenant's combined liability to Landlord under this Lease and the SPPA (whether due to Tenant's negligence or the negligence of Tenant, or those for whom Tenant is legally liable, , breach of contract, strict liability or any other cause) shall not exceed a total amount for all claims by Landlord against Tenant of One Million Dollars ($1,000,000); provided, that (a) liabilities covered by Ameresco's insurance under Section 12.1(a) below for bodily injury and property damage shall not be subject to such limitation and are instead limited to the insurance coverage limits set forth in Section 12.1 (a) (combined single limit and umbrella) for bodily injury or property damage, and (b) claims by Landlord for indemnity against third party liability pursuant to Section 11.1 hereof and any Owner Termination Payment due under the SPP A shall not be subject to such limitation.

11.4 No Personal Liability. To the fullest extent permitted by law, no official, employee, agent or representative of Landlord or Tenant shall be individually or personally liable for any obligation or liability of Landlord under this Lease.

11.5 Survival. The provisions of this Section 11 shall survive the termination or expiration of this Lease.

12. Insurance.

12.1 Required Insurance. Tenant shall maintain, during the Term of this Lease and for so long as Tenant continues to own and operate the System on the Premises, the following insurance:

(a) General comprehensive liability insurance, written on an occurrence basis, with a combined single limit of not less than Two Million Dollars ($2,000,000.00) for injury to or death of any one person, for injury to or death of any number of persons in one occurrence, and for damage to property, insuring against liability of Ten ant, including, coverage for contractual liability and broad form property damage, with respect to the Premises, the System, or arising out of the maintenance, use, or occupancy of the Premises and/or the System, and Four Million Dollars ($4,000,000.00) in the

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aggregate; and (ii) excess liability (so-called umbrella) coverage having a limit of Five Million Dollars ($5,000,000.00) written on an occurrence basis;

(b) All-risk property damage insurance for replacement of the System and Tenant's other personal property. Said insurance shall include coverage for all natural disasters, including earthquakes, hunicanes, tornadoes, and damages to or loss of construction materials while in transit. The value of such insurance shall be in an amount not less than the total costs to construct and install the System, including all so-called "soft" costs (e.g., fees for engineering, architectural, legal and other services);

(c) During the performance of the Installation Work, Tenant shall also require the construction manager and/or general contractor (if any) hired by Tenant for the construction of the System to maintain (i) for the benefit of Ten ant and Landlord, as additional insured, commercial general liability insurance, including products and completed operations coverage, against any claims for bodily injury, death and property damage occurring upon, in or about the Premises and on, in and about any adjoining sidewalks, passageways and property during the construction of the System for at least $2,000,000 combined single limit; (ii) worker's compensation in amounts required by statute; (iii) employer's liability insurance with limits of not less than One Million Dollars ($1,000,000), and (iv) automobile liability insurance, including the ownership, maintenance and operation of any automotive equipment, owned, hired or non-owned, in an amount not less tban One Million Dollars ($1,000,000) combined single limit; and

(d) Employers' Liability in the minimum amount of the statutory limit.

(e) Professional Liability Insurance, covering errors and omissions, $2,000,000 each occurrence and $4,000,000 aggregate limit.

(I) Commercial automobile liability with a combined single limit of$I,OOO,OOO with a hired and non-owned endorsement.

(g) Workers' Compensation coverage as required by Chapter 152 of the Massachusetts General Laws with Employers' liability limits of $500,000 each accident, $500,000 disease - each employee and $500,000 disease - policy limit.

12.2 General Requirements. The following conditions shall apply to the insurance policies required herein:

(a) Tenant shall submit certificates of insurance for all coverage required hereunder on the Commencement Date and on each anniversary thereof, or at Landlord's reasonable request, together with such other relevant insurance documentation as Landlord may reasonably request. All the insurance required under this Section 12 with the exception of professional liability shall be written on an occurrence basis unless the Landlord approves otherwise in writing, and shall (other than with respect to professional liability insurance and workers' compensation) name Landlord as additional insured, and all insurance policies and certificates shall include a provision requiring thirty (30) days' written notice to Landlord by certified mail of any cancellation, material change, or reduction in coverage; if such written notice is not available Tenant shall provide same. The Landlord will accept a IO-day notice for cancellation for non­payment of premium as required by the insurer. In the event that any insurance policy providing coverage required hereunder will expire during the term of the Agreement, the Tenant will, deliver to the Landlord, at the time thereof, certificates of insurance evidencing renewal or replacement insurance at least fifteen (15) days prior to the prior to the expiring policy's expiration date.

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(b) All insurance of Tenant shall be primary with respect to any insurance maintained by Landlord and shall not call on Landlord's insurance for contributions with the exception of claims caused by Landlord's gross negligence or willful misconduct. Liability insurance shall not (i) exclude subcontractors from coverage or (ii) have any restrictions on coverage resulting from subcontractors failing to maintain certain levels of insurance.

(c) All insurance shall be issued through valid and enforceable policies issued by insurers authorized to transact insurance business in the Commonwealth of Massachusetts and having an A+ or better fmancial rating from a recognized insurance accreditation institution (such as A.M. Best Company).

(d) The coverage amounts set forth above may be met by a combination of underlying and umbrella policies so long as the limits in combination equal or exceed those required herein.

(e) Tenant's failure to obtain, procure or maintain the required insurance shall constitute a material breach ofthis Lease.

(f) Reserved.

(g) Landlord shall have the right to require Tenant to increase such limits when, during the term of this Lease, minimum limits of liability insurance commonly and customarily carried on properties comparable to the Premises by responsible owners or tenants are more or less generally increased, it being the intention of this sentence to require Tenant to take account of inflation in establishing minimum limits ofliability insurance maintained from time to time on the Premises.

12.3 Landlord's Cure Rights. In the event of Tenant's failure, in whole or in part, at any time during the Term ofthis Lease or thereafter, to obtain insurance required to be carried by Tenant under the provisions hereof or to provide such evidence thereof in timely fashion, Landlord shall have the right (but shall not be obligated) to procure such insurance and Tenant shall pay to Landlord the costs and expenses thereof as Additional Rent, or Landlord may, in its discretion, deduct such costs and expenses from amounts otherwise due from Landlord to Tenant under the SPP A.

12.4 Insurance Proceeds for Damage to Property. In the event any damage to the Property, including the Premises (but excluding the System), is covered by insurance, all insurance proceeds payable on account of such damage that are received by, or within the control of, Tenant, shall be forthwith paid to Landlord.

12.5 To the extent either Party is prevented by Force Majeure from carrying out, in whole or part, its obligations under this Agreement and such Party (the "Claiming Party'~ gives notice and details of the Force Majeure to the other Party as soon as practicable (and in any event within five (5) Business Days after the Claiming Party becomes aware of the Force Majeure event or circumstance), then the Claiming Party will be excused from the performance of its obligations under this Agreement (other than the obligation to make payments then due or becoming due with respect to performance prior to the Force Majeure). The Claiming Party will use commercially reasonable and diligent efforts to eliminate or avoid the Force Majeure and, thereafter, promptly and diligently resume performing its obligations under this Agreement. Following receipt of notice from the Claiming Party and until the Force Majeure is eliminated or avoided by the Claiming Party, the non-Claiming Party will not be required to perform or resume performance of any obligations corresponding to the obligations of the Claiming Party excused by Force Majeure.

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13. Default.

13.1 Default by Tenant.

It shall be an "Event of Default" by Tenant under this Lease if:

(a) Tenant fails to pay Rent or comply with any provision curable by the payment of money, including, without limitation, Tenant's obligation to maintain the insurance required under this Lease, when due hereunder, and in each case such failure continues for fifteen (15) days after written notice from Landlord that the same is due;

(b) Tenant fails to perfonn or observe any other material tenn or material condition contained in this Lease and such failure is not cured within thirty (30) days after written notice from Landlord, provided, however, that if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, no such failure will be deemed to exist if Tenant promptly commences to cure the default within such thirty (30) day period and prosecutes the same to completion with reasonable diligence (but in no event later than sixty (60) days from the date of the notice from Landlord unless otherwise agreed upon in writing); or

(c) Tenant shall be declared Bankrupt or a receiver or trustee is appointed to take over and conduct the business of Ten ant, whether in receivership or other action or proceeding; or

(d) Tenant has committed an Event of Default (as defined in the SPPA) under the SPP A.

Upon an Event of Default, Landlord at anytime thereafter may give written notice to Tenant specifYing such Event or Events of Default and stating that this Lease shall expire and tenninate on the date specified in such notice, which shall be at least thirty (30) days after the giving of such notice, subject to the rights for cure ifand only ifsuch rights apply to the Event of Default in question. Unless the Event of Default is one for which a cure may be made, and a cure has been made or commenced in accordance with Section 13.1, upon the date specified in such notice, this Lease and all rights of Ten ant under this Lease shall expire and terminate, and Tenant shall remain liable as hereinafter provided prior to the default.

At any time or from time to time after any such expiration or tennination of a cure period provided above, and notwithstanding anything to the contrary in this Lease, Landlord shall have the right, but not the obligation, to re-enter and take complete possession of the Premises, to declare the Tenn of this Lease ended, and/or subject to Section 16, remove the System and Tenant's other effects on the Premises at Tenant's cost, without prejudice to any remedies which might otherwise be available to Landlord.

Upon an Event of Default, Landlord shall be entitled to exercise any and all rights and remedies available under this Lease, the SPP A, at law and equity, and Landlord may, but shall not be obligated to, take any and all actions to cure Tenant's default, all at Tenant's cost and expense; provided, that Landlord shall not perfonn any maintenance or repair of the System except in the case of emergency as provided in the SPP A. Subject to the foregoing limitation, Landlord may enter upon the Premises (after ten (10) days' written notice to Tenant, except in the event of emergency in which case Landlord shall notifY Tenant of its entry as soon as possible) for any such purpose, and take all such action thereon, as may be necessary. If Landlord terminates this Lease due to a Tenant Event of Default, then Tenant shall

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remove the System, and within tlllrty days after termination, Tenant shall pay the Owner Termination Payment as liquidated damages in lieu of any other damages. Receipt of the Owner Termination Payment shall be Landlord's sole and exclusive remedy with respect to recovery of any losses or damages incurred by Landlord for termination ofthis Lease.

Notwithstanding the foregoing, and except as provided in Section 11.1, Landlord shall be entitled to recover from Tenant all reasonable attorneys' fees, incurred by Landlord in enforcing this Lease from and after Tenant's default but only if a court determines that Tenant did commit an Event of Default.

The provisions of this Section 13.1 shall survive the expiration or earlier termination of this Lease.

13.2 Default by Landlord.

It shall be an Event of Default by Landlord if:

(a) Landlord fails to perform or observe any material tenn or material condition contained in this Lease and such failure is not cured within thirty (30) days after written notice from Tenant, provided, however, that if such failure is of such a nature that Landlord cannot reasonably remedy the same within such thirty (30) day period, no such failure will be deemed to exist if Landlord promptly commences to cure the default within such tlllrty (30) day period and prosecutes the same to completion with reasonable diligence (but in no event later than ninety (90) days from the date of the notice from Tenant unless otherwise agreed upon in writing); or

(b) Landlord has committed an Event of Default (as defined in the SPPA) under the SPPA.

13.3 Remedies of Ten ant. Upon an Event of Default, Tenant shall be entitled to exercise any and all rights and remedies available under this Lease, the SPPA, at law and equity. For greater clarity, Tenant may exercise the remedies provided at Section 8.4 of the SPPA following an Event of Default hereunder by Landlord.

Tenant shall be entitled to recover from Landlord all reasonable attorneys' fees, incurred by Tenant in enforcing this Lease from and after Landlord's default but only if a court determines that Landlord did commit an Event of Default.

The provisions of this Section 13.2 shall survive the expiration or earlier tennination of this Lease.

14. Financing of System.

14.1 Financing Provisions.

(a) Notwithstanding any contrary provisions contained in this Lease including without limitation Section 17, Landlord specifically agrees, without any further request for prior consent but with twenty (20) days advance written notice to Landlord to permit Tenant to assign, transfer or pledge its rights under this Lease and its rights to the System as collateral for the purpose of obtaining financing or refinancing in connection with the development, installation, operation or maintenance of the System (including, without limitation, pursuant to a sale-leaseback where Tenant may transfer the System, or partnership flip transaction), and Landlord agrees to sign such documents as are reasonably requested by

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Tenant or its lenders to acknowledge and evidence such assignment, transfer or pledge. The Landlord agrees to cooperate with Tenant in the negotiation and execution of any reasonable amendment or addition to this Lease required by Tenant's lenders so long as such amendment or addition does not in any way materially alter or amend the rights and obligations of Landlord herein.

(b) Third Party Rights.

(I) Notice to Designated Third Party. Landlord agrees to give copies of any notice provided to Tenant by Landlord under Article 13 to the assignee or transferee permitted pursuant to Section I 4.1 (a) of which the Landlord has notice ("Designated Third Party").

(2) Exercise of Tenant Rights. A Designated Third Party, as collateral assignee and if allowed pursuant to its contractual arrangements with Tenant, shall have the right in the place of Tenant, to any and all rights and remedies of Tenant under this Lease. Such Designated Third Party shall also be entitled to exercise all rights and remedies of secured parties generally with respect to this Lease, but subject to Applicable Legal Requirements and the terms of this Lease.

(3) Performance of Ten ant's Obligations. A Designated Third Party shall have the right, but not the obligation, to pay all sums due under this Lease and to perform any other act, duty or obligation required of Tenant hereunder or cause to be cured any default of Tenant hereunder in the time and manner provided by and subject to the terms ofthis Lease. Nothing herein requires the Designated Third Party to cure any default of Ten ant under this Lease or (unless such party has succeeded to the Tenant's interests under this Lease) to perform any act, duty or obligation of Tenant under this Lease, but Landlord hereby gives such party the option to do so, provided any such cure, act, duty or obligation is performed in accordance with the terms of this Lease.

(4) Exercise of Remedies. Prior to the exercise of secured party remedies, including any sale ofthe System by a Designated Third Party, whether by judicial proceeding or under any power of sale contained therein, or any conveyance from Tenant to the Designated Third Party (or any assignee of the Designated Third Party) in lieu thereof, the Designated Third Party shall give twenty (20) days written notice thereof to Landlord. Any such exercise of secured party remedies shall not constitute a default under this Lease, unless the act of exercising such remedy itself constitutes an Event of Default.

(5) Landlord agrees that a Designated Third Party is a third party beneficiary of the provisions of this Section.

(6) Landlord shall not exercise any rights to terminate or suspend this Lease unless it shall have given the Designated Third Party a copy of prior written notice of its intent to terminate or suspend this Lease specifying the condition giving rise to such right, and the Designated Third Party shall not have caused to be cured the condition giving rise to the right of termination or suspension within thirty days after Tenant's cure period expires with respect to payment defaults and one hundred twenty days with respect to all other defaults. The parties' respective obligations will otherwise remain in effect during any cure period.

(7) If pursuant to an exercise of remedies by a Designated Third Party, such party or its assignee shall acquire control of the System and this Lease, and shall within the time periods described in the preceding paragraph (6) cure all defaults under this Lease existing as of the date of such change in control in the manner required by this Lease, then such person or entity shall no longer be in default under this Lease and this Lease shall continue in full force and effect.

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(c) Landlord agrees to reasonably cooperate with Tenant and its lenders in connection with any fInancing or refInancing of all or a portion of the System. In furtherance of the foregoing, as Tenant or its lenders request from time to time, Landlord agrees, subject to the other provisions of this Lease, to (i) execute any acknowledgmeuts of assignment (ii) uegotiate and deliver such reasonable estoppel certifIcate as an existing or prospective Designated Third Party may reasonably require, and (iii) fumish such reasonable information as Teuant and its lenders may reasonably request.

14.5 Bankruptcy. Subject to Applicable Legal Requirements, neither Tenant being Bankrupt nor the insolvency of Ten ant shall be grounds for terminating this Lease as long as all Rent and all other monetary charges payable by Tenant under this Lease are promptly paid by a Designated Third Party in accordance with the terms of this Lease and all material obligations of Tenant under this Lease are being fulfIlled.

14.7 Consent to Surrender. The Parties agree that so long as there exists a Designated Third Party of which Landlord has notice, Landlord shall not accept a surrender of all or any part of the Premises or a cancellation or release of this Lease from Tenant, prior to the expiration of the Term without the prior written consent of the Designated Third Party.

14.8 Landlord understands that Tenant's lenders may request an amendment to this Lease or the SPPA to conform this Lease and the SPPA to such lenders' underwriting requirements. Landlord agrees to reasonably cooperate with Tenant for the purpose of amending the terms of this Lease to include such provisious which are commercially reasonable, and to which Landlord has no reasonable objection, provided however, Landlord has no obligation to amend any term of this Lease.

15. Fire or Other Casualty; Condemnation

15.1 Casualty. If, at any time during the Term, the System is damaged or destroyed or rendered inoperable by fIre or other casualty, Tenant shall repair, replace or remove the System in accordance with Section 7.1 ofthe SPP A.

15.2. Condemnation. In the event Landlord receives notifIcation of any condemnation proceedings affecting the Premises, Landlord will provide reasonably prompt notice of the proceeding to Tenant. If a condemning authority takes all of the Premises, or a portion suffIcient to render the Premises demonstrably unsuitable for Tenant's operation of the System as contemplated hereunder and under the SPPA, this Lease shall terminate as of the date the title vests in the condemning authority. Landlord and Tenant will be entitled to share in the condemnation proceeds in proportion to the values of their respective interests in the Premises.

16. Surrender.

Within one hundred fIfty (150) days from the expiration or termination of this Lease, Tenant shall remove the System and all other improvements installed by Tenant on the Premises in compliance with Applicable Legal Requirements and restore the Premises to its original condition as of the Commencement Date, normal wear and tear excluded. In connection with such removal, Landlord shall continue to provide Tenant with access to the Premises without payment of further Rent or consideration during said ISO-day period. Any improvements not removed from the Premises within the foregoing ISO-day period shall be moved to a storage facility if Tenant has identifIed such a location and entered into an agreement with said storage facility to pay all moving and storage costs. If Tenant fails to identify such a facility, the System shall be deemed abandoned and Landlord may deal with them as such. Landlord shall have the right to use the Decommissioning Assurance to pay for the removal of the

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System, any costs associated with repairing any damage caused to the Premises for the removal of the System and/or to make such repairs or improvements to the Premises to restore the Premises to the condition in which they were required to be maintained under this Lease. The provisions of this Section shall survive expiration or earlier tennination of this Lease.

17. Assignment.

The Tenant may assign this Lease to the same extent as it may assign the SPP A, as provided in the SPP A. Otherwise, Tenant shall not assign this Lease or sublet the Premises or any portion thereof under any circumstances absent the advance written approval of Landlord, which may be withheld in Landlord's sole discretion. An assigmnent for financing pursuant to Section 14 shall not be deemed an assignment of this Lease, unless the Designated Third Party forecloses thereupon in which case the provisions of Section 14 shall apply. For greater clarity, a mortgage, transfer or encumbrance ofthe System or the leasehold estate by Tenant to obtain fmancing, as pennitted by Section 14, shall not be subject to the tenns ofthis Section 17 and instead such actions are governed by the provisions of Section 14.

18. Miscellaneous.

18.1 RESERVED.

18.2 Quiet Enjovment.

(a) Landlord covenants that so long as no Event of Default has occurred and is continuing, but subject at all times to Applicable Legal Requirements and the activities of Landlord on and about the Premises as of the Commencement Date, Tenant shall quietly have and enjoy the Lease Area during the Tenn. Landlord's exercise of self-help remedies provided under this Lease and rights of entry and inspection and right to continue to perfonn its activities in relation to the Landfill and transfer station shall not be considered a breach of the covenant of quiet enjoyment notwithstanding anything to the contrary herein. Landlord's exercise of the rights of access in accordance with the tenns of this Lease or Applicable Legal Requirements shall not be deemed a breach of the covenant of quiet enjoyment.

(b) Tenant shall operate, maintain and repair the System in a manner that will not obstruct or interfere with Landlord's use of the Property or the Remaining Property or the rights of any other occupants in and to such areas. In the event interference occurs, Tenant agrees to take all reasonable steps necessary and appropriate to eliminate such interference promptly, but no later than thirty (30) days from notification by Landlord. Tenant will use its best efforts, which shall at a minimum be commercially reasonable and diligent, to operate, maintain and repair the System in a manner that does not interfere with the Remaining Property. Landlord may construct, reconstruct, modifY or make alterations to the Property and the Remaining Property so long as such activities do not interfere with the operation of the System, provided, however, that Landlord may do all such things as may be required by Applicable Legal Requirements notwithstanding anything to the contrary in this Lease and the SPP A. Landlord shall not construct or install any structure which would interfere with the operation of the System or interfere with insolation to the System. Landlord shall not and shall not pennit any of its employees, contractors, licensees or invitees to cause damage to the System or to interfere with insolation to the System or to conduct activities on or near the Premises which have a reasonable likelihood of causing damage or impainnent to the System or interfering with the operation of the System.

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18.3 No Limitation of Regulatory Authority. The Parties acknowledge that nothing in this Lease shall be deemed to be an agreement by Landlord to issue or cause the issuance of any Goverrunental Approval, or to limit or otherwise affect the ability of Landlord or any regulatory authority of Landlord to fulfill its regulatory mandate or execute its regulatory powers consistent with Applicable Legal Requirements.

18.4 Subordination to Existing Leases, Easements and Rights of Way. Tenant acknowledges and understands that this Lease and all rights of Tenant hereunder are subject and subordinate to all existing easements, rights of way, declarations, restrictions or other matters of record. Landlord reserves the right to grant additional leases, easements, leases or rights of way, whether recorded or unrecorded, as may be necessary, which do not interfere with Tenant's use ofthe Premises and the operation of the System and insolation to the System, provided, however, that Landlord may do all such things as may be required by Applicable Legal Requirements notwithstanding anything to the contrary in this Lease and the SPP A, and in such event Landlord shall use commercially reasonably efforts to avoid taking any action which may cause interference with the System, and allow Tenant to participate in communications with the party or Governmental Authority requiring compliance.

18.5 Amendments. This Lease may be amended only in writing signed by Tenant and Landlord or their respective successors in interest.

18.6 Notices. Any notice required or permitted to be given in writing under this Lease shall be (a) mailed by U.S. Postal Service certified mail, postage prepaid, return receipt requested, (b) sent by overnight courier service, or (c) personally delivered to a representative of the receiving Party, and shall be deemed delivered upon receipt or when delivery is refused. All such communications shall be mailed, sent or delivered, addressed to the Party for whom they are intended and to the Party's attorney as a courtesy, at the address set forth below. A Party may change its address and contact information by providing notice of the same in accordance with the provisions of this section.:

If to Landlord: City of Pittsfield Office of the Mayor City Hall 70 Allen Street Pittsfield, MA 01201

With a courtesy copy to: Same address as above, with Attention: City Solicitor

If to Tenant: Downing Parkway Solar LLC c/o Ameresco, Inc. III Speen Street, Suite 410 Framingham, MA 01701 Attention: Vice President - Solar Grid-Tie

With a courtesy copy to: same address as above, with Attention: General Counsel

18.7 Waiver. Failure of either Party to complain of any act or omission on the part of the other Party, no matter how long the same may continue, shall not be deemed to be a waiver by said Party of any of its rights hereunder. No waiver by either Party at any time, express or implied, of any breach of

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any provision of this Lease shall be deemed a waiver of a breach of any other provision of this Lease or a consent to any subsequent breach of the same or any other provision. If any action by either Party shall require the consent or approval of the other Party, the other Party's consent to or approval of such action on anyone occasion shall not be deemed a consent to or approval of said action on any subsequent occasion or a consent to or approval of any other action on any subsequent occasion.

18.8 Remedies Cumulative. Except as provided in Sections 13.1 and 13.2, no remedy herein conferred upon or reserved to Tenant or Landlord shall exclude any other remedy herein or by law provided, but each shall be cumulative and in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute.

18.9 No Third Party Beneficiaries. This Lease is solely for the benefit of the Parties hereto and no right or cause of action shall accrue by reason hereof for the benefit of any third Party not a Party hereto; provided, however, that a Designated Third Party shall have the rights set forth for it in Section 14.

18.10 Landlord's Costs. Tenant shall reimburse Landlord for its reasonable attorneys' fees and out-of-pocket expenses incurred in connection with any request by Tenant for Landlord's consent hereunder.

18.11 Captions. The captions and headings throughout this Lease are for convenience of reference only and the words contained therein shall in no way be held or deemed to defme, limit, explain, modify, amplify or add to the interpretation, construction or meaning of any provisions of, or the scope or intent of this Lease, nor in any way affect this Lease, and shall have no legal effect.

18.12 Severability. If any term or provision of this Lease or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law.

18.13 Choice of Law. This Lease shall be construed in accordance with the laws of the Commonwealth of Massachusetts notwithstanding any laws regarding conflicts of laws, and any claims or dispute relating to this Lease shall be brought in courts within the Commonwealth of Massachusetts, and the Parties hereby assent to the jurisdiction of such courts. Each Party hereby consents to service of process in the Commonwealth of Massachusetts in respect of actions, suits or proceedings arising out of or in connection with this Lease or the transactions contemplated by this Lease.

18.14 Binding Effect. This Lease and its rights, privileges, duties and obligations shall inure to the benefit of and be binding upon each of the Parties hereto, together with their respective successors and permitted assigns.

18.15 Counterparts. This Lease may be executed in counterparts, which shall together constitute one and the same agreement. Facsimile signatures shall have the same effect as original signatures and each Party consents to the admission in evidence of a facsimile or photocopy of this Lease in any court proceedings between the parties.

18.16 Entire Agreement. This Lease, the SPPA, DEP Permit and Special Permit or Site Plan Approval as required, issued for or in connection with the System and the Tax Payment Agreement, if

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any, represent the full and complete agreement between the Parties with respect to the subject matter contained therein and supersedes all prior written or oral agreements between said Parties with respect to said subject matter.

18.17 Further Assurances. Upon the receipt of a written request from the other Party, each Party shall execute such additional documents, instruments and assurances and take such additional actions as are reasonably necessary to carry out the terms and intent hereof. Neither Party shaH unreasonably withhold its compliance with any reasonable request made pursuant to this Section, provided, however, that Landlord shaH not be required to execute any additional document, instrument or assurance that it reasonably believes will increase its risk or obligations under the Lease or SPP A.

18.18 Notice of Lease. Landlord and Tenant mutually agree to execute herewith, in triplicate, a Notice of Lease in recordable form with respect to this Lease, and agree to execute, upon termination ofthis Lease for whatever cause, a Notice of Termination of Lease in recordable form for recording with the Registry of Deeds in which the Property is located.

18.19 Landlord agrees that to the extent that Landlord has any right of lien, levy, or distraint on the System conferred by Applicable Legal Requirements for Tenant's failure to pay Rent or other amount due hereunder, Landlord subordinates such lien and right to the lien of any Designated Third Party. This provision is operative without execution of any further documentation.

[signature page to follow 1

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IN WITNESS WHEREOF, the Parties have executed this Lease on the day and year first above written.

LANDLORD:

Title: Chief Procurement Officer

Office of the City Solicitor Certified as to Fonn and Legality

By; --;z,t.z.. l' ~

TENANT:

DOWNING PARKWAY SOLAR LLC By:

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IN WITNESS WHEREOF, the Parties have executed this Lease on the day and year first above written.

LANDLORD:

CITY OF PITTSFIELD

By: _______________ __

Name: Title:

By:. __________ ___

Name: Colleen Hunter-Mullett, MCPPO Title: Chief Procurement Officer

Office ofthe City Solicitor Certified as to Form and Legality

By: _________ __

TENANT:

DOWNING PARKWAY SOLAR LLC By: Ameresco, Inc., its sole member

By: _________________ _ Name: Title:

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EXHIBIT A

Landlord's Property is described ill a Deed(s) dated _____ and recorded at Berkshire Middle District Registry of Deeds at Book __ , Page __ .

The Property is shown on the city tax assessor maps as Parcel(s) LlI-3-1 (aJk/a L12-4-101).

Prelimillary depictions of the Lease Area, Access Area, Utility Area are shown on the drawings attached to

this Exhibit A.

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ATTACHMENT TO EXHIBIT A

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EXHIBITB

FORM OF TAX PAYMENT AGREEMENT

[attached behind]

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EXHIBITC

I. Tenant Obligations:

(a) Hours of construction for the System shall not exceed 7:00 a.m. to 5:00 p.m. Monday throngh Friday, nnless otherwise approved in writing by Landlord.

(b) Tenant shall be responsible for on-going filing requirements in the DEP Permit related to construction, operation and maintenance of the System.

(c) Tenant shall mow or trim all vegetation within the Lease Area twice per year.

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Bond No. ________ _

EXHIBITD Form of Removal Bond

PERFORMANCE BOND

KNOW ALL MEN BY THESE PRESENTS, that we, , collectively as Principal, and SURETY COMPANY NAME, licensed to do business in the Commonwealth of Massachusetts, as Surety, are held and fmnly bound unto the (Obligee), in the penal sum Dollars, lawful money of the United States of America, for the paymeut of which sum, well and truly to be made, the Principal and Surety do bind themselves, their heirs, executors, administrators, and successors and assigns, jointly and severally, fmnly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH, that whereas the above bounden Principal has entered into a certain written Contract with the above named Obligee . entitled " effective the _ day of , 2015 and terminating twenty (20) years after , as defined in and more fully described in said Contract, which Contract is made a part hereof and incorporated herein by reference, except that nothing said therein shall alter, enlarge, expand or otherwise modify the term of the bond as set out below. Under said Contract, Principal is obligated to remove the Project from, and to restore, the Property as defined in Section _ (Deconunissioning Assurance) of the Contract.

NOW, THEREFORE, if Principal, its executors, administrators, successors and assigns shall promptly and faithfully perform the Contract according to the terms, stipulations and conditions of Section _ (Decommissioning Assurance) of the Contract, then this obligation shall become null and void, otherwise to remain in full force and effect. Surety waives any right to receive any notice of any modifications or amendments to the Contract. This bond is executed by the Surety and accepted by the Obligee subject to the following express condition:

Notwithstanding the provisions of the Contract, the term of this bond shall apply from ,----,----,,--c-. ----,cc' until , and may be extended by the Surety by Continuation Certificate. However, neither nonrenewal by the Surety, nor the failure or inability of the Principal to file a replacement bond in the event of nomenewal, shall itself constitute a loss to the Obligee recoverable under this bond or any renewal or continuation thereof, provided that the foregoing shall not relieve Principal of its obligation to furnish a replacement bond in the event of nomenewal, as set forth in the Contract, nor for any liabilities arising from its failure to do so. The liability of the Surety under this bond and all continuation certificates issued in connection therewith shall not be cumulative and shall in no event exceed the amount as set forth in this bond or in any additions, riders, or endorsements properly issued by the Surety as supplements thereto.

Sealed with our seals and dated this _ day of ______ -' __ _

(Principal) (Seal)

(Witness) (Title) SURETY COMPANY

(Attest) (Attorney -in-Fact)

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AGREEMENT FOR PAYMENT OF TAXES FOR REAL PROPERTY AND PERSONAL PROPERTY

THIS AGREEMENT FOR PAYMENT OF TAXES FOR REAL PROPERTY AND PERSONAL PROPERTY (this" Agreement") is made and entered into as of ,2015 by and between Downing Parkway Solar LLC, a Delaware limited liability company, ("Developer"), and the City of Pittsfield, a municipal corporation duly established and located in the Commonwealth of Massachusetts (the "City"). Developer and the City are collectively referred to in this Agreement as the "Parties" and are individually referred to as a "Party".

WHEREAS, Developer plans to build and operate a solar electric generating facility (the "Project") with an expected nameplate capacity of approximately 2,340 kilowatts AC (2.9 MW DC), or such reduced capacity as may be determined after the fmal design and engineering plans are completed, on City-owned property located off Downing Parkway, Pittsfield, Massachusetts described in Exhibit A (the "Property");

WHEREAS, the Project consists of the following property: (a) solar modules, solar inverter systems, and solar power generating facilities including racking, foundations, support structures, braces and other structures and equipment; (b) electrical transmission facilities, electrical distribution and collector lines, wires, cables, conduits, footings, foundations, interconnection and/or switching facilities, circuit breakers, transformers, pads; (c) control, communication and telecommunication systems; (d) solar energy measurement equipment; (e) other improvements, facilities, appliances, materials parts, systems, structures, machinery and equipment related to or associated with generation, conversion, storage, switching, metering, transmission, distribution, conducting, sale or other use or conveyance of electricity;

WHEREAS, the Parties have entered into a Solar Power Purchase Agreement ("SPP A") and Lease Agreement ("Lease"), which serve one or more municipal purposes;

WHEREAS, the municipal purposes of the SPP A and Project include the establishment of renewable energy facilities and the realization of savings in electricity costs through Net Metering Credits as provided for pursuant to G.L. c. 164, sections 138-140 and 220 CMR 18.00 et seq., as may be amended from time to time;

WHEREAS, because both Developer and the City need an accurate projection of their respective expenses and revenues with respect to the real and personal property that is taxable under law, the Parties believe that it is in their mutual best interests to enter into this Agreement fixing the payments that will be made with respect to all taxable real and personal property incorporated within the Project for the term of the Agreement;

WHEREAS, it is the intention of the Parties that Developer make payments to the City for the term of this Agreement on account of real and personal property taxes, under the authority of and in accordance with General Laws Chapter 59, §38H, as amended;

WHEREAS, the Parties intend that, during the term of the Agreement, Developer will not be assessed for any statutory real and personal property taxes on account of the Project to which it might otherwise be subjected under Massachusetts law, and this Agreement will provide for the exclusive tax payments for real and personal property taxes that Developer (or any successor owner of the Project) will

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be obligated to make to the City with respect to the Project during the tenn hereof, provided, however, that the Parties do not intend for this Agreement to affect any direct payments for services provided by the City to the Project, including but not limited to, water and sewer services, and similar payment obligations not in the nature of real or personal property taxes or substitutes for such taxes that Developer may otherwise be obligated to pay to the City;

WHEREAS, the City is authorized to enter into this Agreement with Developer, as the culmination of good faith negotiations that anticipate that the tax payments over the life of the Agreement will amount to the equivalent, taking into account other benefits to be received by the City in the SPPA, of the property tax payments that would otherwise be detennined under G.L. c.59 based upon the full and fair cash valuation of the Project;

NOW THEREFORE, in exchange for the mutual commitments and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. Payment on Account of Real and Personal Property Taxes. Developer agrees to make annual tax payments to the City, in the amounts and in the years set forth in Exhibit B beginning in Fiscal Year 1 and continuing until the earlier of (x) tennination of the SPPA and removal of the Project from the Leased Premises and (y) conclusion of Fiscal Year 20. For purposes hereof, "Fiscal Year I" shall mean the City's first fiscal year commencing after the Project achieves the Commercial Operation Date (as defmed in the SPPA), and "Fiscal Year 20" shall mean the twentieth (20 th

) fiscal year following the commencement of Fiscal Year I. Each annual payment shall be made to the City in two equal installments during the tenn of this Agreement. The City shall issue tax bills to the Developer, with the amount due and the payment due date(s) noted on the bill (the due date of the payment shall be at least thirty (30) days after the date of the bill). Developer agrees that the tax payments under this Agreement will not be reduced on account of a depreciation factor, revaluation or reduction in the City's tax rate or assessment percentage and the City agrees that the tax payments will not be increased on account of an inflation factor, revaluation or increase in the City's tax rate or assessment percentage.

2. Improvements or Additions; Retirements. From and after the Commercial Operation Date and continuing throughout the tenn of this Agreement, the Developer shall provide written notice to the City of any improvement, addition, retirement andlor replacement of any personal or real property to the Project, such notice to be provided within thirty calendar days after such improvement, addition, retirement or replacement is installed and, if applicable, commissioned. The City, its officers, employees, consultants and attorneys will have the right to inspect the Project in connection with any such notice. If such improvement, addition, retirement or replacement adds value to the Project, as reasonably detennined by the City's Assessor, which determination shall include consideration of documentation relating thereto provided by Developer and reasonably acceptable to the City's Assessor, the remaining tax payments shall be adjusted to reflect any increase in the value of the Project using the cost method. The Parties agree that any increase in the remaining payments due hereunder shall result in a corresponding increase to the property tax adder under the SPP A.

To the extent that Developer retires or removes any capital improvements from the Project, retires or removes any personal property or real property from the Project, or retires or removes any existing improvements, equipment or personal property from the Project, including, without limitation, removal required under section 8.3 of the SPP A, and such retirement or removal reduces the value of the Project after the Commercial Operation Date based upon documentation provided by Developer and reasonably acceptable by the City's Assessor, the remaining tax payments will be adjusted to reflect any temporary or pennanent reduction in the value of the Project. No notice shall be required for replacement of

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equipment and machinery within the scope of Section 5 and no adjustment to the payment amount shall be made for replacement of equipment and machinery within the scope of Section 5.

3. Inventory. Within six (6) months after the Commercial Operation Date, Developer shall provide the City with a comprehensive inventory of all personal property and real property incorporated into the Project (the "Inventory"). The general categories of property to be included in the Inventory are listed in Exhibit C. The City, its officers, employees, consultants and attorneys will have the right to inspect the Project in connection with the preparation of the Inventory. Any written notice of an improvement, addition, retirement or replacement given by Developer under Section 2 shall reference the Inventory and such a notice shall constitute an update to the Inventory. The City, its officers, employees, consultants and attorneys will have the right to periodically inspect the Project on reasonable prior notice to Developer, subject to the City's agreeing to comply with all reasonable Developer safety and security requirements, and to review documents in the possession of Developer that relate to the inventoried property for the purpose of verifying that Developer has accurately updated the Inventory.

4. Reserved.

5. Ordinary Maintenance. No additional tax payments will be due or required for replacement of equipment or machinery that is nonfunctional, obsolete or is replaced solely due to wear and tear or casualty or as part of scheduled or unscheduled maintenance, or equipment installed as required by or in response to any statute, law, regulation, consent decree, order or case mandating such additional items.

6. Payment Collection. The provisions of General Laws Chapter 60 and other applicable law will govern the collection of any payments provided for in this Agreement as though they were real or personal property taxes due and payable to the City thereunder. In the event Developer fails to make payments hereunder, the City may, at its sole election and in addition to and not in limitation of any other rights and remedies hereunder, seek to collect said payments in accordance with the provisions of G.L. c. 59 and G.L. c. 60.

7. Tax Status. The City agrees that during the term of this Agreement, the City will not assess Developer for any real estate and personal property taxes with respect to the Project or the Leased Premises to which Developer might otherwise be subject under Massachusetts law, and the City agrees that this Agreement will exclusively govern the payments of all ad valorem real estate and personal property taxes and payments in lieu of such taxes that Developer will be obligated to make to the City with respect to the Project and the Leased Premises, provided, however, that this Agreement is not intended to affect, and will not preclude, other assessments of general applicability by the City for excise taxes on vehicles due pursuant to General Laws Chapter 60A and for services provided by the City to the Project, including but not limited to, water and sewer services. The City agrees that no real estate or personal property taxes will be due from or assessed to Developer other than the payments described in this Agreement.

8. Successors and Assigns. This Agreement will be binding upon the successors and assigns of Developer, and the obligations created hereunder will run with the Property and the Project. In the event that Developer sells, transfers, leases or assigns all or substantially all of its interest in the Project, this Agreement will thereafter be binding on the purchaser, transferee or assignee. Developer may record a notice of this Agreement in the applicable registry of deeds office.

9. Statement of Good Faith. The Parties agree that the payment obligations established by this Agreement were negotiated in good faith in recognition of and with due consideration of the full and fair

5-26-15

cash value of the Project, to the extent that such value is detenninable as of the date of this Agreement, and the other benefits to be received by the City in the SPP A in accordance with General Laws Chapter 59, §38H(b). Each Party was represented by counsel in the negotiation and preparation of this Agreement and has entered into this Agreement after full and due consideration and with the advice of its counsel and its independent consultants. The Parties further acknowledge that this Agreement is fair and mutually beneficial to them because it reduces the likelihood of future disputes over real and personal property taxes, establishes tax and economic stability at a time of continuing transition and economic uncertainty in Massachusetts and the region, and fixes and maintains mutually acceptable, reasonable and accurate tax payments for the Project that are appropriate and serve their respective interests. The City acknowledges that this Agreement is beneficial to it because it will result in mutually acceptable, steady, predictable, accurate and reasonable payments to the City. Developer acknowledges that this Agreement is beneficial to it because it ensures that there will be mutually acceptable, steady, predictable, accurate and reasonable tax payments for the Project.

10. Additional Documentation and Actions. Each Party will, from time to time hereafter, execute and deliver or cause to be executed and delivered, such additional instruments, certificates and documents, and take all such actions, as the other Party reasonably requests for the purpose of implementing or effectuating the provisions of this Agreement and, upon the exercise by a Party of any power, right, privilege or remedy pursuant to this Agreement that requires any consent, approval, registration, qualification or authorization of any third party, each Party will execute and deliver all applications, certifications, instruments and other documents and papers that the exercising Party may be so required to obtain. Notwithstanding the foregoing, the City shall not be obligated to execute or deliver any applications, instruments, certifications or documents that will require the City to interfere with the independent regulatory, legislative or executive functions of any official, board or committee of the City.

11. Invalidity. (a) If, for any reason, including a change in applicable law, it is ever determined by the Massachusetts Appellate Tax Board or any court or governmental authority of competent jurisdiction that this Agreement is invalid then the parties shall, subject to any necessary City Meeting vote, undertake reasonable efforts to amend and or reauthorize this Agreement so as to render the invalid provisions herein lawful, valid and enforceable. If the Parties are unable to do so, this Agreement shall terminate as of the date of such detennination of invalidity, and the Leased Premises and Project will thereafter be assessed and taxed as though this Agreement did not exist. The Parties will cooperate with each other, and use reasonable efforts to defend against and contest any challenge to this Agreement by a third party.

(b) The Parties understand and agree that this Agreement shall be void and unenforceable if (i) Developer is determined or declared by the Massachusetts Appellate Tax Board or a court of competent jurisdiction not to be a "generation company" or "wholesale generation company" as those tenns are used and/or defined in G.L. c. 59 § 38H (b), and G.L. c. 164 § I; and/or (ii) this Agreement is not approved by City Meeting, provided that any payments made hereunder by Developer before any such declaration or approval shall be and remain the property of the City.

12. Notices. All notices, consents, requests, or other communications provided for or pennitted to be given hereunder by a Party must be in writing and will be deemed to have been properly given or served upon the personal delivery thereof, or via overnight delivery service or by U.S. certified mail, return receipt requested. Such notices shall be addressed or delivered to the Parties at their respective addresses shown below.

To Developer:

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Downing Parkway Solar LLC III Speen Street, Suite 410 Framingham, MA 01701 Attention: General Counsel

To City:

City of Pittsfield

Attention:

Any such addresses for the giving of notices may be changed by either Party by giving written notice as provided above to the other Party. Notice given by counsel to a Party shall be effective as notice from such Party.

13. Applicable Law. This Agreement is made pursuant to and shall be interpreted in accordance with the laws of the Commonwealth of Massachusetts, without regard to conflict oflaws principles. Developer and the City each consent to the jurisdiction of the Massachusetts courts and the applicable agencies of the Commonwealth of Massachusetts regarding any and all matters related to the subject hereof, including interpretation or enforcement of this Agreement or any of its provisions.

14. Good Faith. The City and Developer shall act in good faith to carry out and implement this Agreement.

15. Force Majeure! Casualty. The Developer and City both recognize that there is the possibility during the term of this Agreement that all or a portion of the Property or Project maybe damaged or destroyed or otherwise rendered unusable due to events beyond the control of either Party on account of "Force Majeure" (as defmed in the SPPA) or casualty.

If an event of Force Majeure or casualty occurs during the term of this Agreement with respect to any portion of the Leased Premises or Project that renders the Leased Premises or Project unusable for the customary purpose of the production of electricity for a period of more than ninety (90) days, the Developer may, at its election, notify the City ofthe existence of this condition as well as of its decision whether or not to rebuild that portion of the Property or Project so damaged or destroyed. In the event Developer provides such notice to the City, then, subject to the City's right to terminate under Section 21, below, the annual payment shall be adjusted in accordance with the provisions of Sections 2 and 3.

16. Early Termination. The Developer's obligation hereunder with respect to payments due for a particular fiscal year shall be reduced in an applicable proportional part due to the early termination of the SPPA and Lease within such fiscal year.

17. Covenants of Developer. During the term of the Agreement, Developer will not voluntarily do any of the following:

a. seek to invalidate this Agreement, or otherwise take a position adverse to the purpose or validity of this Agreement; or

b. convey, without the express consent of the City, by sale, lease or otherwise any interest in the Leased Premises to any entity or organization that qualifies as a charitable organization

5-26-15

pursuant to General Laws Chapter 59, § 5 (Third).

c. Fail to pay the City the amounts due hereunder when due in accordance with the terms of this Agreement.

18. Covenants of the City. So long as Developer is not in breach of this Agreement during its term, the City will not do any of the following:

a. seek to invalidate this Agreement or otherwise take a position adverse to the purpose or validity of this Agreement;

b. seek to collect from Developer any property tax upon the Leased Premises or the improvements thereon (including the Project) in addition to the amounts provided for herein;

c. impose any lien or other encumbrance upon the Leased Premises or the improvements thereon (including the Project) except as is expressly provided for herein.

19. Representations of City. Subject to the terms of this Agreement and except as provided below, the City represents and warrants to Developer that (i) it has secured all approvals of appropriate officers, boards and bodies necessary to duly authorize the execution, delivery and performance of this Agreement and its obligations hereunder, and (ii) it is not prohibited from entering into this Agreement and discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement by the terms, conditions or provisions of any law as currently understood, any order of any court or other agency or authority of goverrunent, and (iii) this Agreement is a legal, valid and binding obligation of the City and is enforceable in accordance with its terms, subject to applicable laws. Notwithstanding the foregoing, the parties acknowledge that this Agreement has not been approved by the Weston City Meeting, and is contingent upon such approval.

20. Representations of Developer. Developer represents and warrants to the City that (i) it is duly organized and validly existing as a limited liability company under the laws of Delaware, and is authorized to conduct business in the Commonwealth of Massachusetts, and (ii) it has all requisite power and authority to enter into this Agreement and to perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement, (iii) the performance of its obligations hereunder will not violate, result in a breach of or constitute a default under any agreement or instrument to which Developer is a party or by which Developer is bound; (iv) this Agreement constitutes the legal, valid and binding obligation of Developer enforceable in accordance with its terms, except to the extent that the enforceability may be limited by applicable bankruptcy, insolvency or other laws affecting other enforcement of creditors' rights generally or by general equitable principles; (v) as of the date of this Agreement, Developer is a "generation company" or "wholesale generation company" as those terms are used and defmed in G.L. c. 59, § 38H(b) and G.L. c. 164 § 1, and Developer does not qualifY for a manufacturing classification exemption pursuant to G.L. c. 59, §5(16)(3).

21. Termination. The City may terminate this Agreement upon written notice to Developer in the event Developer fails to make timely payments hereunder on the date due and such failure continues for sixty days after Developer receives written notice of such failure from City, provided that if the breach is cured within such 60-day period, the Agreement shall not be terminated.

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Executed under seal by the undersigned as of the day and year first written above, each ofwbom represents that it is fully and duly authorized to act on behalf of and bind its principals.

CITY OF pmSFIELD

Name: Title:

Downing Parkway Solar LLC

By: Ameresco, Inc., its sole member

By: ----------------------Name: Title:

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EXHIBIT A Description of Property

The City's Property is described in a deed recorded at _____ Registry of Deeds in Book __ Page __ ,

The Property is also shown on Assessor's Map Parcel No, ______ _

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Exhibit B

Payment

Fiscal Year Amouut 1-20 er fiscal year

5-26-15

A. Real Property.

EXHIBITC

CATEGORIES OF INVENTORY

A portion of the real property located at ______ , Pittsfield, Massachusetts, as described in Exhibit A.

B. Personal Property

• Solar panels

• Inverters

• Transformers

• Racking for the panels

• Data acquisition system

Linda M. TYer Mayor

THE CI1Y OF PITTSFIELD OFFICE OF THE MAYOR

70 Allen Street, Pittsfield, MA 01201 (413) 499-9321 .ltyer@pittsfieldch.com

July 7, 2016

To the Honorable Members of the City Council City of Pittsfield 70 Allen Street Pittsfield, MA 01201

Dear Councilors,

Submitted herewith for your consideration, is an authorization transferring $52,000.00 from the Unclassified budget to Veterans' Services. Pursuant to Massachusetts General Law, all transfers and appropriations for Fiscal Year 2016 must be made prior to July 15, 2016.

LMT/CVB Enclosure

~ep.peCtfUIlY submitted,

.(ftrdflfn . dt.1~J) Linda M. Tyer Mayor '

CITY OF PITTSFIELD

OFFICE OF DIRECTOR OF FINANCE AND ADMINISTRATION, CITY HALL, 70 ALLEN STREET, PITTSFIELD, MA 01201 (413) 499·9466

July 5, 2016

The Honorable Linda M. Tyer, Mayor City Of Pittsfield 70 Allen Street Pittsfield, MA 01201

Dear Mayor Tyer:

Submitted for your consideration, is an authorization transferring $52,000.00 from the Unclassified budget to Veterans' Services. Pursuant to Massachusetts General Law, all transfers and appropriations for Fiscal Year 2016 must be made prior to July 15, 2016.

Firi'an(;e Director

cc: Jim Clark, Director Veterans' Services Allison Bottume, City Accountant

No. __ _

Ordered:

((it!' of ~itt5fielb MASSACHUSETTS

IN CITY COUNCIL

AN ORDER

TRANSFERRING AND APPROPRlATING THE AMOUNT OF $52,000.00 FROM THE UNCLASSIFIED BUDGET TO VETERANS' SERVICES.

That the sum of $52,000.00 be, and hereby is, transferred from the Unclassified budget and appropriated to Veterans' Services as follows:

FROM: 01502-51706 Health Insurance $52,000.00

TO: 01026-57700 Program Expenses $52,000.00

Linda M. Tyer Mayor

THE CI1Y OF PITISFIELD OFFICE OF THE MAYOR

70 Allen Street, Pittsfield, MA 01201 (413) 499-9321 • Ityer@pittsfieldch.com

July 8,2016

To the Honorable Members of the City Council City of Pittsfield 70 Allen Street Pittsfield, MA 01201

Dear Councilors,

Submitted herewith for your consideration is an authorization to accept a grant from the Kresge Foundation in the amount of $75,000.00 through the Fresh, Local, and Equitable: Food as a Creative Platform for Neighborhood Revitalization program. The funds will be utilized for the Morningside Food project, an effort to organize food oriented development to revitalize the Morningside neighborhood through entrepreneurial training and support, community public art, and increased access to and knowledge of fresh local foods.

LMT/CVB Enclosure

Respectfully submitted,

&~e~'~ Mayor

CITY OF PITTSFIELD

DEPARTMENT OF COMMUNITY DEVELOPMENT, CITY HALL, 70 ALLEN STREET, RM 205, PITTSFIELD, MA 01201

July 7,2016

TO THE HONORABLE MAYOR:

Requested herein is your authorization to accept a grant of funds in the amount of $75,000 from the Kresge Foundation. This grant is intended to fund the Morningside Food project, an effort to organize food oriented development to revitalize the Morningside neighborhood through entrepreneurial training and support, community public art, and increased access to and knowledge of fresh local foods.

Sincerely, 1/'

/)Jii) ;((/ii~(j;}!IV Janis K. Akerstrom Director

cc. City Accountant

TEL. (413) 499~9368 . FAX; (413) 395·0152

((itp of tlitt~fidb No. __ _ MASSACHUSETTS

Ordered:

IN CITY COUNCIL

AN ORDER

AUTHORIZING THE CITY OF PITTSFIELD TO ACCEPT A GRANT OF FUNDS FROM THE KRESGE FOUNDATION

That the City of Pittsfield, by and through its Mayor and City Council, is hereby authorized to accept a grant of funds in the amount of Seventy Five Thousand Dollars ($75,000.00) from the Kresge Foundation and that said funds may be expended pursuant to Massachusetts General Laws, Chapter 44, section 53A, and in accordance to the provisions of the grant.

DocuSign Envelope ID: F06DB648-B552-44E8-8381-46BFBD885670

THE

KRESGE FOUNDATION

April 27, 2016

Ms. Linda Tyer Mayor City of Pittsfield Massachnsetts 70 Allen Street Pittsfield, MA 01201

Dear Ms. Tyer:

Congratulations! J am pleased to infonn you that The Kresge Foundation has approved a grant of$75,000 to City of Pittsfield Massachnsetts for the Morningside Food project for the period May 3 I, 2016 through May 30, 2017. Your grant hns been assigned request number R -1601-257042. Our staff looks forward to continuing our communication with you as you are engaged in this important work.

Helen D. Johnson is the Program Department staff member assigned to your grant and will serve as your primary contact at the Foundation. In addition, staff of our Grants Management Department will be pleased to assist you should questions arise conceruing your Kresge grant. Upload required grant reports (described in the "Reporting" section below) to the requirements section on the grantee portal at https:/lkresge.fluxx.io.

Grant Payments and Conditions

Upon our receipt of your signed acceptance of this Grant Agreemen~ we will pay your grant as follows:

Scheduled Date

6/1512016

'Note that the first payment will be scheduled within 30 days of receipt.

Amount

$75,000.00

We will make payments on the grant upon our receipt and approval of any required reports, provided your organization has maintained its U.S. Internal Revenue Status (IRS) tax status as a public charity or governmental agency.

We reserve the right to cancel, moduy, or withhold any payments that might otherwise be dne under the gran~ to require a refund of any unexpended funds, or both, if in our judgroent any ofthe following occur:

• Graut funds have been used for purposes other than those specified by this Agreement; • Such action is necessary to comply with the requirements of any law or regulation affecting your

organization's or our responsibilities under this grant or to avoid the imposition of penalties or excise taxes; or

• Your organization's performance under this grant has not been satisfactory.

Reporting

Our staff looks forward to learning about the progress of your work under this grant. Please remember that for accounting and financial reporting purposes, this grant is restricted to the period May 31, 2016 through May 30, 2017.

DocuSign Envelope ID; F06D864B~8552-44EB-B3B1-46BFBDB85670

We require the following grant report(s) to be submitted:

Report Type

Final Report

Due Date

June 30, 2017

The report(s) must include both a narrative update and a financial report (as described below), which must be

submitted together.

I .. Please state your original planning objectives and briefiy comment on the current status of each; highlighting progress and challenges.

2. How are the key FreshLo components (e.g., Creative Placemaking, cultural expression, economic development, health, and equity) all being prioritized and manifested in your current planning work?

3. Please describe how community residents are leading the planning process and are engaged in decision making, beyond just providing input.

4. Please briefly comment on your experience pa11icipating in the FreshLo learning community thus far, including any benefits you have derived from it, challenges you have encountered., and suggestions for improvement?

5. Who has been involved in your cross-sector partnerships? How has this partnership grown or changed during the course of the planning period?

6. How has the thinking and/or behavior of the partners shifted (or not) or evolved in regards to the issues ofhealth, food systems, equity and Creative Placemaking during the planning process?

Please provide a financial report describing expenditures against the approved budget of $75,000.00 submitted on January 15, 2016 (which may be greater than the amount of the Kresge grant). Your financial report must display the approved project budget, expenditures against each line item since the start ofthe grant, and balances remaining (or overruns) for each line item. If the approved budget covers multiple years, each submitted financial report should include cumulative expenditures since the beginning of the grant period. For the f'ma1 report, we ask that you explain all overren variances that exceed either $1,000 or ten percent of fue budgeted line item amouut

Grant Accouuting Requirement

You are required to maintain f'maneial records and supporting documentation for expenditures and receipts related to this grant for five years after the grant end date. You also are required to pennit us to have reasonable access to your files, records, and personnel during the tenn nfthis grant and for five years thereafter.

Use of Grant and IRS Requirements

Under United States law, Kresge Foundation grant funds may be expended only for charitable, scientific, literary, religious, or educational purposeS within the meaning ofthe Internal Revenue Code of1986, as amended ("IRS Code"). This grant is to be expended solely in support of the objectives detailed in your proposal submitted on January 15, 2016, as amended or amplified during the review process. Foundation

. grant funds may not be used to carry on propaganda or any voter registration drive, or otherwise attempt to influence any legislation or election, within the meaning ofthe IRS Code.

By accepting this grant, you certify that, to the best of your knowledge, your organization, members of your governing body, your staff, and any consultants/contractor(s) for your project do not advocate, plan, sponsor, commit, threaten to commit, or support terrorism. By your acceptance of this grant, you agree to provide us with information required for us to comply with Executive Order 13224, the USA Patriot Act, and other applicable laws, administrative rules, and Executive Orders. By accepting this grant, you further agree that all funds, including sub-awards to sub-recipients, will be used in compliance with all applicable anti-terrorist financing and asset control laws, regulations, rules, and executive orders. In this regard, you agree to take reasonable steps to ensure that no person or entity expected to receive funds.in connection with this Grant Agreement is designated on (a) the Annex to Executive Order No. 13224, as amended or supplemented from time to time, or (b) the Lists of Specially Designated Nationals or Blocked Persons maintained by the Office ofForeigo Assets Controls of the U.S. Deprutment of the Treasury.

DocuSign Envelope ID: F06D864B-8552-44EB-B3B1-468FBDB85670

Finally, you celtifY that you will not provide material support or resources to an individual or entity that you know, or have reason to know, is acting as an agent for any individual or entity that advocates, plans, ' sponsors, engages in, or has engaged in, terrorist activity, or that has been so designated, and will immediately cease such support if an entity is so designated after the date of this Grant Agreement.

Acceptance

By signing and returning a copy of this Grant Agreement, you are agreeing to the grant conditions as stated in this Grant Agreement and confrrming that the project dates and referenced budget are correct You also confirm that the project funded by this grant is under your complete control. Your organization further. confirms that it has and will exercise control over the process of selecting any secondary grantee or consultant, that the decision made or that will be made on any such seleCtion is completely independent of us, and further, that there does not exist an agreement, written or ora~ under which we have caused or may cause the selection of a secondary grantee or consultant This letter contains the entire agreement between your organization and The Kresge Foundation, and there are no terms or Conditions, oral or written, governing the nse of the grant funds other than those contained in this letter. We may withdraw this grant if we do not receive your acceptance within 30 days of the date of this Grant Agreement.

Please digitally sign this Grant Agreement and upload it to the requirements section of the grantee portal at https://kresge.fiuxx.io. In digitally countersigning this Grant Agreement, you represent to us that you have the authority to digitally sign this Grant Agreement on your organization's behalf.

We look forward to working in partnership with you during the life of your grant and wish you much success in your work.

For The Kresge Foundation

Rip Rapso President

For The City of Pittsfield Massachusetts

Linda Tyer Mayor

CITY OF PITISFIELD

OFFICE OF THE CITY CLERK, CITY HALL, 70 ALLEN ST., PITTSFIELD, MA 01201 (413) 499-9361

July 6, 2016

To the Honorable Members of the City Council City of Pittsfield 70 Allen Street Pittsfield, MA 01201

Dear Councilors:

Submitted herewith for your consideration is an Order authorizing the issuance of the warrant for the State Primary election to be held on Thursday, September 8, 2016 and an Order designating polling locations and hours for said election.

Respectfully submitted,

~~jrutt {6c;; L. Phillips City Clerk

No.~~_

Ordered:

((itp of ~itt~fidb MAS SAC H USE T T S

IN CITY COUNCIL

AN ORDER

AUTHORIZING THE ISSUANCE OF WARRANTS FOR THE STATE PRIMARIES TO BE HELD SEPTEMBER 8, 2016

That warrants or notice for meetings be issued in due form of law, notifying and warning the inhabitants of the City of Pittsfield who are qualified to vote, as the law directs, to meet in their respective polling places on Thursday, the Eighth day of September, 2016, between the hours of 7:00 a.m. and 8:00 p.m. then and there to cast their votes in the State Primaries for the candidates of political parties for the following offices:

REPRESENTATIVE IN CONGRESS

COUNCILLOR

SENATOR IN GENERAL COURT

FOR THE FIRST DISTRICT

FOR THE EIGHTH DISTRICT

FOR THE BERKSHIRE, HAMPSHIRE, FRANKLIN & HAMPDEN DISTRICT

REPRESENTATIVE IN GENERAL COURT FOR THE SECOND BERKSHIRE DISTRICT

REPRESENTATIVE IN GENERAL COURT FOR THE THIRD BERKSHIRE DISTRICT

SHERIFF FOR BERKSHIRE COUNTY

No. __ _

Ordered:

~itp of tlitt~ftdb MASSACHUSETTS

IN CITY COUNCIL

AN ORDER

DESIGNATING POLLING PLACES AND THE HOURS DURING WHICH THE POLLS SHALL BE OPEN FOR THE STATE PRIMARY ELECTION

TO BE HELD SEPTEMBER 8, 2016

SECTION 1: That the following locations be, and the same hereby are, designated as precinct polling places for the state primary election to be held on the Eighth day of September, 2016:

Ward 1, Precinct A Ward 1, Precinct B

Ward 2, Precinct A Ward 2, Precinct B

Ward 3, Precinct A Ward 3, Precinct B

Ward 4, Precinct A Ward 4, Precinct B

Ward 5, Precinct A Ward 5, Precinct B

Ward 6, Precinct A Ward 6, Precinct B

Ward 7, Precinct A Ward 7, Precinct B

Reid Middle School, 950 North Street Reid Middle School, 950 North Street

Morningside Community School, 100 Burbank Street Somerset Fire Station, 9 Somerset Avenue

Providence Court, 379 East Street Egremont School, 84 Egremont Avenue

Herberg Middle School, 501 Pomeroy Avenue Williams School, 50 Bushey Road

Pittsfield Library, One Wendell Avenue Pittsfield Library, One Wendell Avenue

Columbus Arms Housing, 65 Columbus Ave. Silvio O. Conte Community School, 200 West Union St.

Fire Station, S4 Pecks Road Capeless Elementary School, 86 Brooks Avenue

SECTION 2. In each of the foregoing polling places, the polls shall be opened at 7:00 a.m. and shall be closed at 8:00 p.m. on the Eighth day of September, 2016.

CC 1

(!Citp of ~itt5'ftdb

June 28 2016 _______ 20

To the City Council of the City of Pit!sfield:-

The undersigned respectfully

requests a financial update from the Director of Finance at the last City Council meeting of the month in September 2016, January 2017, and May 2017. It should include, but not be limited to, any initiatives that are in progress with results to date, overtime to date, expenditures from 2016 capital budget approvals, items related to snow plowing, sand, salt, etc., personnel retirements and resignations.

Respectfully submitted,

Kathleen Amuso Councilor at Large

CC 1

«itp of ~itt5fidb

June 28 2016 _______ 20

To the City Council of the City of Pittsfield:-

The undersigned respectfully

requests that in March 2017 Tom Scanlon give an update to the City Council and the School Committee at a joint meeting and an overview of the current year's budget performance including what his forecast is for the 2018 budget.

Respectfully submitted,

I ,;J(j . ,C',J:u- C'

\ cL:tJU/f2J!.- ~ Kathleen Amuso Councilor at Large

CCI

(!Citp of llfttsfieU.l

June 28 2016 _______ 20

To the City Council of the City of Pitlsfield:-

The undersigned respectfully

requests a review of all copiers on the municipal and school side to see if we can save any money by putting them all under one contract.

Respectfully submitted,

~V ;1,/) (' (~\tt~-y~ i

Kathleen Amuso Councilor at Large

CCl

qtitp of ~itt£ftdb

June 20 2016 _______________ 20

To the City Council of the City of Pittsfield:-

The undersigned respectfully

requests installation of left turn signals at the intersection of Center Street and Columbus Avenue for both northbound and southbound traffic.

Residents traveling this route, especially those in the senior housing complexes in the area, must sometimes wait through several traffic light cycles in order to make turns onto Columbus Avenue. Having a designated time for only left turns will allow those turns to be made safely and will alleviate traffic congestion.

Respectfully submitted,

~1lZt [(5:\/fJ)1aZlt () /v:,&' Melissa Mazzeo Councilor at Large

CC 1

(!Citp of ~ttt5fidb

To the City Council of the City of Pittsfield:-