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Home My WebLink AboutRESO 10132 1 6056788 Resolution No. 10132 Resolution of the Council of the City of Palo Alto Approving a Consent and Direct Agreement Between the City of Palo Alto, HA RNG 1 Lender LLC, and Ameresco Half Moon Bay LLC, and Authorizing the City Manager or their Designee to Execute any Documents Necessary to Administer Six Renewable Energy Power Purchase Agreements Approved from 2004-2010 in a Manner Consistent with the City Council’s Prior Funding Authorization, the Palo Alto Municipal Code and City Council-Approved Policies R E C I T A L S A.On January 18, 2005, the City Council of Palo Alto approved Resolution 8495, approving the long-term power purchase agreement (PPA) with Ameresco Half Moon Bay LLC (Seller) for the purchase of electricity generated by landfill gas electric generating facilities. B.The City of Palo Alto (City) executed the PPA with Seller on January 19, 2005, under which the City agreed to purchase renewable energy from the Seller’s landfill-gas-to- energy facility for a contract term of 20 years, commencing on the commercial operation date of the generation facility. C.The generation facility achieved commercial operation and began delivering renewable electricity to the City on April 1, 2009, and Seller has fulfilled all of its contractual obligations under the PPA to the City’s satisfaction to date. D.Under Section 10.1 of the PPA, the City is required to consent in writing prior to any assignment of the rights or obligations under the PPA to another party. E.The City has been informed that HA RNG 1 LENDER LLC (Lender) has agreed to provide a loan to Ameresco RNG Holdings I LLC (Holdings), a limited liability corporation owned by the same parent company as Seller, with such loan secured in part by the collateral assignment by the Seller of all of its rights, title, and interest in, to, and under the PPA. F.Ameresco’s lender proposed a separate assignment agreement (Exhibit A), which the City Attorney’s Office has reviewed and negotiated modifications to maintain the City’s rights and remedies as well as Assignee’s obligations as written in the PPA. G.The Consent and Direct Agreement requires that, in the event Lender forecloses on and takes assignment of the PPA, it will assume all of Seller’s rights and obligations; if the Lender further assigns or sells its interest in the PPA, the subsequent owner must first assume in writing all of the Seller’s rights and obligations and demonstrate that it has the technical and financial capability to perform or cause to be performed the Seller’s PPA obligations as well. DocuSign Envelope ID: BC8C0FFC-0847-44C0-A242-B66EA7A1542A Attachment A *NOT YET APPROVED * 2 6056788 The Council of the City of Palo Alto does hereby RESOLVE as follows: SECTION 1. The Council hereby approves and authorizes the City Manager or their designee to execute the Consent and Direct Agreement (Exhibit A) among the City of Palo Alto, HA RNG 1 Lender LLC, and Ameresco Half Moon Bay LLC. SECTION 2. The Council hereby authorizes the City Manager or their designee to execute any documents necessary to administer the City’s renewable energy power purchase agreements with the following six counterparties in a manner consistent with the City Council’s prior funding authorization, the Palo Alto Municipal Code and applicable Council-approved policies: a.PPM Energy, Inc (Resolution 8472, November 2004) b.Ameresco Santa Cruz LLC (Resolution 8473, November 2004) c.Ameresco Half Moon Bay LLC (Resolution 8495, January 2005) d.Ameresco Keller Canyon LLC (Resolution 8552, August 2005) e.Ameresco Johnson Canyon LLC (Resolution 8971, October 2009) f.Ameresco San Joaquin LLC (Resolution 9055, May 2010) // // // // // // // // DocuSign Envelope ID: BC8C0FFC-0847-44C0-A242-B66EA7A1542A 3 6056788 SECTION 3. The Council finds that the adoption of this resolution approving the Consent and Direct Agreement and delegating administrative authority to the City Manager is not a project subject to California Environmental Quality Act (CEQA) review because adoption of this resolution is an administrative government activity that will not result in any direct or indirect physical change to the environment as a result (CEQA Guidelines section 15378(b) (5)). INTRODUCED AND PASSED: November 27, 2023 AYES: KOU, LAUING, LYTHCOTT-HAIMS, STONE, TANAKA, VEENKER NOES: BURT ABSENT: ABSTENTIONS: ATTEST: ___________________________ ___________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: ___________________________ ___________________________ Assistant City Attorney City Manager ___________________________ Director of Utilities ___________________________ Director of Administrative Services DocuSign Envelope ID: BC8C0FFC-0847-44C0-A242-B66EA7A1542A Certificate Of Completion Envelope Id: BC8C0FFC084744C0A242B66EA7A1542A Status: Completed Subject: DocuSign: Resolution 10132 - Agreement With HA RNG 1 Lender LLC and Ameresco Half Moon Bay LLC Source Envelope: Document Pages: 3 Signatures: 6 Envelope Originator: Certificate Pages: 5 Initials: 0 Vinhloc Nguyen AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 Vinhloc.Nguyen@CityofPaloAlto.org IP Address: 199.33.32.254 Record Tracking Status: Original 11/28/2023 6:23:19 PM Holder: Vinhloc Nguyen Vinhloc.Nguyen@CityofPaloAlto.org Location: DocuSign Security Appliance Status: Connected Pool: StateLocal Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign Signer Events Signature Timestamp Amy Bartell Amy.Bartell@CityofPaloAlto.org Assistant City Attorney City of Palo Alto Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.33.32.254 Sent: 11/28/2023 6:26:15 PM Viewed: 11/29/2023 5:32:50 AM Signed: 11/29/2023 5:33:28 AM Electronic Record and Signature Disclosure: Accepted: 7/16/2015 5:52:40 AM ID: d8ecb53d-ef81-4016-8886-1560c48de42a Kiely Nose Kiely.Nose@CityofPaloAlto.org Director, Administrative Services/CFO City of Palo Alto Security Level: Email, Account Authentication (None) Signature Adoption: Uploaded Signature Image Using IP Address: 174.249.148.96 Sent: 11/29/2023 5:33:29 AM Viewed: 11/30/2023 10:03:01 AM Signed: 11/30/2023 10:03:12 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Dean Batchelor Dean.Batchelor@CityofPaloAlto.org Director of Utilities City of Palo Alto Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.33.32.254 Sent: 11/30/2023 10:03:14 AM Viewed: 11/30/2023 10:23:07 AM Signed: 11/30/2023 10:23:18 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Ed Shikada Ed.Shikada@CityofPaloAlto.org Ed Shikada City of Palo Alto Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.33.32.254 Sent: 11/30/2023 10:23:19 AM Viewed: 12/1/2023 2:49:47 PM Signed: 12/1/2023 2:49:57 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Signer Events Signature Timestamp Lydia Kou Lydia.kou@cityofpaloalto.org Council Member Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 24.130.158.24 Sent: 12/1/2023 2:49:59 PM Viewed: 12/1/2023 4:26:54 PM Signed: 12/1/2023 4:27:15 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mahealani Ah Yun Mahealani.AhYun@CityofPaloAlto.org Interim City Clerk Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 199.33.32.254 Sent: 12/1/2023 4:27:16 PM Viewed: 12/4/2023 6:25:24 PM Signed: 12/4/2023 6:25:40 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/28/2023 6:26:15 PM Certified Delivered Security Checked 12/4/2023 6:25:24 PM Signing Complete Security Checked 12/4/2023 6:25:40 PM Completed Security Checked 12/4/2023 6:25:40 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure CONSUMER DISCLOSURE From time to time, City of Palo Alto (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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