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

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Ameresco submits the Project Proposal to Client. If Client and Ameresco enter into an ESA which includes the Scope of Work, Client will not be billed the Project Development Fee due under this Project Development Agreement as the Implementation Price shall be all inclusive. In the unlikely event that Ameresco is unable to develop a project that would result in sufficient energy savings and /or avoided future capital or operational costs to Client so that the installation costs can be paid from said savings over a period not to exceed 15 years, then Client is not obligated to reimburse Ameresco the Development Fee; provided, however, that Ameresco will be deemed to have satisfied the requirements of Section 1(b) above should Ameresco's failure to meet the requirements of such section result from either (a) a material adverse change in Client's credit or bond rating or (b) an increase in interest rates such that the costs associated with the Scope of Work increase due to conditions beyond the control or fault of Ameresco. 3. Ameresco's receipt of an executed copy of this Development Agreement shall be evidence of Client's agreement to the terms and conditions of this Development Agreement and its authorization of and notification to Ameresco to proceed with the Project Development Work. Ameresco will thereafter promptly initiate the Development Work. 4. This Development Agreement and exhibits hereto, if any, shall (a) constitute the entire agreement between the Parties relating to the subject matter hereof, (b) supersede all previous agreements, discussions, communications and correspondences with respect to the subject matter hereof and (c) only be amended, supplemented or modified by a written instrument executed by both Parties. If any provision of this Development Agreement is held by a court of competent jurisdiction to be unenforceable, no other provision shall be affected thereby, and the remainder of this Development Agreement shall be interpreted as if it did not contain such unenforceable provision. 5. Client hereby agrees to provide timely and complete access to all necessary property and energy consumption and cost records for the three (3) years preceding the commencement of Ameresco's services. Client will make available the assistance of such personnel as may be necessary for Ameresco's performance of the Development Work hereunder. If, during the performance of the Development Work, Ameresco should conclude, as a result Ameresco may, by written notice to Client, terminate this Agreement. 6. In no event shall Ameresco be liable for any special, consequential, incidental, punitive, exemplary or indirect damages in tort, contract or otherwise, including, without limitation, loss of profits, loss of use of the Facilities or other property, or business interruption, howsoever caused, in connection with this Development Agreement. 7. Ameresco and Client represent and warrant to each other that (a) the execution, delivery and performance of this Project Development Agreement have been duly authorized and approved by all necessary organizational action on the part of such Party, (b) the signatories hereto have been duly authorized by all necessary organizational action of such Party to sign and deliver this Development Agreement and (c) upon execution this Development Agreement will constitute a legal, valid and binding obligation of such Party. 8. In the event Customer and Ameresco fail to execute an ESA as provided in paragraph 2 above, because Ameresco will not therefore be engaged to perform services in connection with the Development Agreement DAC 7/7/14 6