HomeMy WebLinkAboutStaff Report 2402-2612CITY OF PALO ALTO
CITY COUNCIL
Special Meeting
Monday, April 22, 2024
Council Chambers & Hybrid
5:30 PM
Agenda Item
6.Adopt a Resolution Authorizing the City Manager or Their Designee to Execute an
Amendment to the Power Purchase Agreement with Ameresco Half Moon Bay LLC for the
Purchase of up to 60,000 Megawatt-Hours per Year of Biogas Energy Over a Term of up to
20 Years for a Total Not to Exceed Amount of $147.2 Million; CEQA Status: Not a Project
under CEQA Guidelines Section 15378(a)
City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Utilities
Meeting Date: April 22, 2024
Staff Report: 2402-2612
TITLE
Adopt a Resolution Authorizing the City Manager or Their Designee to Execute an Amendment
to the Power Purchase Agreement with Ameresco Half Moon Bay LLC for the Purchase of up to
60,000 Megawatt-Hours per Year of Biogas Energy Over a Term of up to 20 Years for a Total Not
to Exceed Amount of $147.2 Million; CEQA Status: Not a Project under CEQA Guidelines Section
15378(a)
RECOMMENDATION
Staff and the Utilities Advisory Commission (UAC) recommend that the City Council adopt a
Resolution (Attachment A) to:
1. Authorize the City Manager, or their designee, to execute Amendment No. 1 (Exhibit A to
Attachment A) to the Power Purchase Agreement (PPA) with Ameresco Half Moon Bay
LLC (Ameresco) to increase the generating capacity of the Ox Mountain landfill-gas-to-
energy (LFGTE) project, increase the contract price, and extend the contract term by
approximately 17 years;
2. Increase the maximum spending authority under the PPA from $61,800,000 to
$147,200,000; and
3. Waive the application of the anti-speculation requirement of Section D.1 of the City’s
Energy Risk Management Policy as it may apply to surplus electricity purchases resulting
from the City’s execution of this amendment, due to the small increase in the facility’s
generating capacity and the City’s need for the output to continue complying with its
Renewable Portfolio Standard (RPS) procurement and Resource Adequacy requirements.
EXECUTIVE SUMMARY
In 2005, the City executed a PPA with Ameresco to purchase 50% of the output of the Ox
Mountain LFGTE facility. This agreement, lasting 20 years, aimed to secure a baseload source of
renewable energy for the City. With the availability of additional landfill gas at the facility,
Ameresco recently proposed an amendment to extend the contract term by 17 years, increase
the project’s capacity from 10 megawatts (MW) to 13 MW, and adjust the agreements’ pricing
structure. An economic assessment of the amendment suggests it would offer a net benefit to
the City, with the project’s energy, renewable energy credits (RECs), and resource adequacy (RA)
capacity providing an estimated net value of at least $6 per megawatt-hour (MWh). Despite
uncertainties, market trends favor the project's long-term value.
The amendment would increase Palo Alto's electric supply by 7.2% during the 2029-2046 period,
enhancing the supply portfolio’s diversity and aiding the City’s compliance with its Renewable
Portfolio Standard (RPS) obligations. Operational risks are largely mitigated, as the project is
established, Ameresco is an experienced LFGTE project operator, and payments under the PPA
are contingent on energy delivery, reducing financial exposure.
The recommended Ox Mountain PPA amendment offers a strategic opportunity to secure a long-
term supply of baseload renewable energy, enhance the resilience of the City’s electric supply
portfolio, and advance the City’s sustainability objectives. Approval is recommended to capitalize
on the project's long-term benefits while mitigating risks and meeting regulatory obligations.
BACKGROUND
As part of its early sustainability efforts, in January 2005, Council approved the PPA with
Ameresco to obtain half of the electric output of the Ox Mountain LFGTE generating facility in
Half Moon Bay over a 20-year term (Resolution 84951, CMR 100:052). Under this contract, which
was one of the City’s first renewable energy PPAs, the City agreed to purchase a 50% share of the
output of the facility over a 20-year contract term. The City of Alameda executed a PPA at the
same time to purchase the other 50% of the facility’s output under identical contract terms.
The contract price was $52/MWh in the first year (2009), escalating at 1.5%/year, and the project
achieved commercial operations in April 2009. (The current contract price is $65.01/MWh.) The
total generating capacity of the facility is currently 10 MW, and in addition to the round-the-clock
renewable electricity it provides, the project is also a valuable source of local resource adequacy
(RA) capacity in the Bay Area. Since it began operating, the facility has also been highly reliable,
with an average availability rate of over 90%.
Although the City executed the PPA with Ameresco long before the state imposed an RPS
mandate on municipal utilities like Palo Alto3, the state’s RPS program rules do now apply to all
utilities in the state, including Palo Alto. These rules require that an increasing percentage of
retail sales be served by qualifying renewable generation; currently, the major RPS targets that
apply to all utilities are 50% by 2026 and 60% by 2030. Palo Alto satisfies its RPS requirements
1 Resolution 8495: https://www.cityofpaloalto.org/files/assets/public/v/1/city-clerk/resolutions/reso-8495.pdf.
2 CMR 100:05: https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes-reports/reports/city-
manager-reports-cmrs/year-archive/2005/01-january/4149.pdf.
3 The RPS mandate was first imposed on Palo Alto by SB X1-2 in 2011, and subsequently raised by SB 350 in 2015
and SB 100 in 2018.
through a diverse portfolio of qualifying renewable resources – including wind, solar, bioenergy
(such as the Ox Mountain landfill gas project), and small hydro.
ANALYSIS
In May 2022, Ameresco approached Utilities staff, along with staff from the City of Alameda, to
inquire about their interest in purchasing additional output from the Ox Mountain LFGTE project,
as well as extending the contract beyond its current 2029 end date. In early 2023 the City and
Ameresco signed a non-binding Letter of Intent (LOI) to memorialize these discussions. Although
the LOI did not commit the parties to moving forward with this contract amendment and
extension, it did establish a deadline by which such an agreement finalized and executed: April
29, 2024. Over the subsequent months, as Ameresco worked through its development process
for the expansion capacity, the parties continued negotiating the terms of an amendment,
ultimately arriving at the recommended proposal.
Ox Mountain Amendment Summary
The key commercial terms contained in the recommended amendment include the following:
•Expansion Capacity – Ameresco will add additional generating capacity to the Ox
Mountain project, bringing its total capacity up from 10 to 13 MW (of which Palo Alto will
receive a 50% share).
•Contract Term – The original PPA is set to terminate in April 2029; the amendment would
extend the PPA term to 20 years from when the expansion capacity comes online, which
is expected to be in the spring of 2026. Hence the amendment would extend the original
PPA’s term by about 17 years.
•Price – The original PPA price is $52/MWh, escalating at 1.5%/year. In the spring of 2026,
when the expansion capacity is expected to come online, the PPA price will be
$66.98/MWh. The amendment would raise the contract price for the whole project to
$74/MWh, escalating at 1%/year (except in years when the inflation rate exceeds 3%, in
which case the price escalator would jump to 2%). Additionally, the new contract price
will be reduced by $0.93/MWh if the expansion capacity does not qualify as RA capacity
for the City.4
•Termination Right – Ameresco will have the right to terminate this amendment if it is
unable to successfully complete the environmental and/or air quality permitting
processes for the expansion capacity, or if the improvements required to receive these
permits make the expansion capacity uneconomic for them to proceed with.
4 The 3 MW of expansion capacity will have to go through a deliverability study process at the California
Independent System Operator (CAISO) before it qualifies as RA capacity for the City. However, given that the
facility is located in the transmission-constrained Greater Bay Area, staff expects it to qualify.
Economic Assessment of the Ox Mountain Amendment
The Ox Mountain PPA has provided excellent value to CPAU customers for the past 15 years,
while also reducing the supply portfolio’s seasonal energy and RA capacity deficits, thereby
reducing budget uncertainty. The project provides three valuable products to the electric
portfolio: energy, resource adequacy, and RECs. If the sum of these three values is greater than
the cost of the power purchase agreement, the City will see a net monetary benefit from this
contract.
The primary value provided by this PPA is from the baseload electrical energy that the resource
produces. Based on forward energy curves as of February 1, 2024, the value of this energy is
estimated to be approximately $70/MWh between 2026 and 2033.
In addition to the energy component, each MWh of the Ox Mountain project’s generation
qualifies as a “Bucket 1” renewable energy credit (REC), which is projected to have a value
between $9 and $21/MWh over the 20-year extension term. (Recently, supply conditions have
been extremely tight; last fall the City sold surplus Bucket 1 RECs for over $70/MWh.)
Finally, the LFGTE plant capacity qualifies as local RA, which the City can count towards its annual
local and system RA requirements. RA is typically transacted and priced on a $/kW-month basis
and is projected to range from $7/kW-month to $12/kW-month over the 20-year extension term,
which translates to approximately $10 to $16/MWh for the Ox Mountain project.
In aggregate, the total value of the amended Ox Mountain PPA is estimated to range between
$87 and $112/MWh. On the other hand, the PPA price, when levelized over the 20-year extension
term, is expected to be in the range of $80 to $85/MWh (depending on the number of years
when the inflation rate exceeds 3%).
With each of these revenue streams, there is a large degree of uncertainty around what will
happen to future prices from changes to macro-economic conditions, regulations,
interdependent regional power markets, and overall market uncertainty. That said, forward
pricing curves project off-peak power prices to become more valuable than on-peak prices within
the next few years, and proposed changes to the RA market rules would reward generators that
produce in times of the grid’s greatest need. Furthermore, under the state’s RPS legislation, all
load serving entities are required to increase their share of renewable energy in their portfolios
(to 60% by 2030), so there is increasing demand for RECs. All of these trends support the expected
long-term value of the Ox Mountain project, given its ability to generate renewable energy
around the clock. Staff conservatively estimates the project will provide a net benefit of at least
$6/MWh over the amended contract term, with the potential for significant upside if market
prices stay high and there are further challenges to bringing new resources onto the grid in the
coming 5-10 years.
Electric Portfolio Impact
The City’s share of the Ox Mountain project’s output is currently about 44,000 MWh/year
(equivalent to 5.5% of Palo Alto’s 2022 retail energy sales). If the expansion capacity is approved
this amount would be expected to grow to about 57,000 MWh/year (7.2% of retail energy sales).
The existing supply portfolio5 is projected to have an overall surplus position through 2034 even
without executing the Ox Mountain amendment, as shown in Figure 1 below. However, there is
significant uncertainty around both the load and hydro generation projections shown here. With
respect to load, there is the potential for significant growth from data centers, electric vehicles,
and building electrification; meanwhile, the impacts of climate change are likely to significantly
reduce the long-term level of hydro generation. Combined, these two factors could flip the
portfolio’s overall surplus positions of the next several years to deficit positions—which is why
staff recommends waiving the anti-speculation requirement of the City’s Energy Risk
Management Policy for this agreement.
Figure 1: Projected Annual Load-Resource Balance with Ox Mountain Expansion & Extension
In addition to increasing and further diversifying Palo Alto’s electric supply portfolio in
accordance with the City’s adopted Integrated Resource Plan, the project will also help the City
comply with its RPS Procurement Plan obligations. The City is on track to meet state RPS targets
5 All six of the City’s solar PPA extend to 2040 or later, while the landfill gas PPAs are currently scheduled to expire
between 2026 and 2034. The City has one remaining wind PPA which expires in June 2028. Furthermore, the City
can renew the Western Base Resource contract for a new 30-year term that would start in 2025, and for planning
purposes it is currently included in the supply portfolio baseline assumptions. Lastly, the City owns its share of the
Calaveras project and it is therefore expected to remain in the portfolio indefinitely.
through 2036, as shown in Figure 2 below; the amended Ox Mountain PPA would help to
significantly reduce Palo Alto’s RPS procurement deficits beyond that point. In addition, this
amendment would increase the volume of Bucket 1 RECs the City is able to swap for lower-cost
Bucket 3 RECs under the REC Exchange Program and reduce the City’s local RA capacity deficit
positions.
Figure 2: RPS Supplies & Requirement Levels with Ox Mountain Expansion & Extension
Risk Management Assessment
Given that this project is an existing power plant, there is no development risk, and instead only
operational risk. And as noted above, Ameresco is an experienced operator of LFGTE power
plants like this one, and the Ox Mountain facility has an excellent reliability record. Finally, and
perhaps most importantly, under the terms of the proposed PPA the City is not at risk for paying
for output that is not delivered. As with all of the City’s PPAs, the City will make no payments
under the PPA until energy from the project is delivered.
FISCAL/RESOURCE IMPACT
If Council approves the execution of this amendment with Ameresco, the City will purchase up
to 60,000 MWh/year over the course of the 20-year contract extension term, for a total not-to-
exceed amount of $101.2 million (an average of $5.06 million per year). Over the entire term of
the PPA the maximum spending authority, which was originally set at $61.8 million in 2005, would
be increased to $147.2 million. These values are considered upper limits on the output the facility
could potentially generate; the actual output the City will purchase under this amendment over
the contract term is expected to be slightly lower. Funding for the purchase of the additional
renewable energy provided by the expansion of the Ox Mountain facility will be included in the
Electric Utility Fund beginning in FY 2026.
POLICY IMPACT
Approval of the proposed amendment is in conformance with the City’s Sustainability and
Climate Action Plan (S/CAP), Integrated Resource Plan, Carbon Neutral Plan, and RPS
Procurement Plan, specifically the City’s Renewable Portfolio Standard to meet at least 60% of
the City’s electric sales from renewable energy.
STAKEHOLDER ENGAGEMENT
Utilities staff has coordinated with key staff from departments involved in the negotiation and
management of the Ox Mountain PPA with Ameresco, including the Administrative Services
Department and the City Attorney’s Office, as well as staff from the City of Alameda and the
Northern California Power Agency (NCPA).
In addition, the UAC reviewed staff’s recommendation to approve the amendment at its April 3,
2024 meeting. The UAC asked questions about the amendment provisions, including Ameresco’s
termination right, and about the request to waive the anti-speculation requirement. They also
inquired about how the amended contract price compares to the City’s other renewable energy
contracts and to the market price for other baseload renewable energy resources. The UAC
agreed that this amendment represents a good deal for the City and voted unanimously (5-0) to
recommend that the City Council approve it.
ENVIRONMENTAL REVIEW
The City Council’s approval of this amendment to purchase additional output from the Ameresco
facility does not meet the definition of a project under the California Environmental Quality Act
(CEQA), pursuant to Public Resources Code Section 21065 and CEQA Guidelines Section 15378
because it will not result in a direct or indirect physical change in the environment. San Mateo
County completed a Negative Declaration for the landfill gas recovery facility in 1999.
ATTACHMENTS
Attachment A: Resolution Approving Amendment No. 1 with Ameresco Half Moon Bay, LLC
APPROVED BY:
Dean Batchelor, Director of Utilities
Attachment A
* NOT YET APPROVED *
6056822 1
Resolution No. _________
Resolution of the Council of the City of Palo Alto Authorizing the City
Manager or Their Designee to Execute an Amendment to the Power
Purchase Agreement with Ameresco Half Moon Bay LLC for the
Purchase of up to 60,000 Megawatt-Hours per Year of Biogas Energy
over a Term of up to 20 Years for a Total Not to Exceed Amount of
$147.2 Million
R E C I T A L S
A. The City of Palo Alto entered into a Power Purchase Agreement (PPA) with
Ameresco Half Moon Bay LLC (Ameresco) in 2005 to purchase 50% of the output of the Ox
Mountain landfill-gas-to-energy (LFGTE) project for a term of 20 years, aiming to secure a
baseload source of renewable energy for the City.
B. In 2022, Ameresco determined that additional landfill was available at the Ox
Mountain landfill and proposed an amendment to the PPA to increase the generating capacity
of the LFGTE project, increase the contract price, and extend the contract term by
approximately 17 years.
C. Utilities staff has conducted an economic assessment of the amendment and
concluded that it would provide a net benefit to the City.
D. The proposed amendment would increase Palo Alto's electric supply by 7.2%
during the 2029-2046 period, enhance the supply portfolio’s diversity, and aid the City’s
compliance with its Renewable Portfolio Standard (RPS) obligations.
E. The proposed Ox Mountain PPA amendment offers a strategic opportunity to
secure a long-term supply of baseload renewable energy, enhance the resilience of the City’s
electric supply portfolio, and advance the City’s sustainability objectives.
The Council of the City of Palo Alto does hereby RESOLVE as follows:
SECTION 1. The Council hereby authorizes the City Manager, or their designee, to
execute Amendment No. 1 (Exhibit A) to the Power Purchase Agreement (PPA) with Ameresco
Half Moon Bay LLC (Ameresco) to increase the generating capacity of the Ox Mountain LFGTE
project, increase the contract price, and extend the contract term by approximately 17 years.
SECTION 2. The Council hereby increases the maximum spending authority under the
PPA from $61,800,000 to $147,200,000.
SECTION 3. The Council hereby waives the application of the anti-speculation
requirement of Section D.1 of the City’s Energy Risk Management Policy as it may apply to
surplus electricity purchases resulting from the City’s execution of this amendment, due to the
Attachment A
* NOT YET APPROVED *
6056822 2
small increase in the facility’s generating capacity, the significant uncertainty surrounding the
City’s load and hydroelectric generation projections, and the City’s need for the output to
continue complying with its Renewable Portfolio Standard (RPS) procurement and Resource
Adequacy requirements.
SECTION 4. The Council hereby finds that the execution of this amendment does not
meet the definition of a project under the California Environmental Quality Act (CEQA),
pursuant to Public Resources Code Section 21065 and CEQA Guidelines 15378 because this
activity would not result in a reasonably foreseeable direct or indirect change in the
environment.
INTRODUCED AND PASSED:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
ATTEST:
___________________________ ___________________________
City Clerk Mayor
APPROVED AS TO FORM: APPROVED:
___________________________ ___________________________
Assistant City Attorney City Manager
___________________________
Director of Utilities
___________________________
Director of Administrative Services
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AMENDMENT NO. 1 TO
POWER PURCHASE AGREEMENT This Amendment No. 1 to the Power Purchase Agreement dated January 19, 2005 (“First Amendment”) is made and entered into as of ________________ (the “First Amendment Effective Date”), by and between Ameresco Half Moon Bay LLC, a Delaware limited liability company,
(“Ameresco” or “Seller”) and the City of Palo Alto, a chartered city organized under the laws of
the State of California (“Palo Alto” or “Buyer”) regarding the purchase and sale of additional energy from an expansion of Ameresco’s Plant located at the Ox Mountain Landfill (“Ox Mountain”).
Ameresco and Palo Alto may be referred to herein individually as a “Party” and
collectively as the “Parties.” Capitalized terms used, but not defined herein shall have the meaning
ascribed to such term in the Agreement.
RECITALS
WHEREAS, Palo Alto and Ameresco entered into a Power Purchase Agreement, dated January 19, 2005 (the “Agreement”), whereby Palo Alto purchases a Percentage Share of the
Output from Ameresco’s facilities at the Ox Mountain Landfill (the “Ox Mountain”); and
WHEREAS, Ameresco is pursuing the permitting, installation and interconnection of additional generating capacity at Ox Mountain (referred to in the Agreement as “Expansion Plant”) with the goal of increasing the capacity of the facility by up to 3.0 MW (“Additional Capacity”);
and
WHEREAS, on March 29, 2023 Ameresco and Palo Alto entered into a non-binding Letter of Intent wherein Ameresco intends to sell to Palo Alto, and Palo Alto intends to purchase from Ameresco, fifty percent (50%) of the Additional Capacity; and
WHEREAS, Ameresco anticipates that the Additional Capacity from the Expansion Plant
will reach commercial operation during the first calendar quarter of 2026.
NOW, THEREFORE, in consideration of the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
AMENDMENT
1. Section 1.9.1 is added to the Agreement as follows:
Section 1.9.1 Expansion Plant Commercial Operation Date: The date upon which Commercial Operation of the Expansion Plant first occurs.
2. Section 1.13.1 is added to the Agreement as follows:
Section 1.13.1 Expansion Plant Energy: The electricity generated by the
Expansion Plant, of which a Percentage Share will be delivered to Buyer by the Seller
{D0559095.DOCX / 2}2
pursuant to this Agreement (as amended) at the Point of Interconnection, as expressed in units of kilowatt-hours (kWh) or megawatt-hours (MWh).
3.Section 2.1 Term is amended by adding the following paragraph to the end of
existing Section 2.1:
Effective as of the Expansion Plant Commercial Operation Date, the Agreement shall continue until the twentieth (20th) anniversary of the Expansion Plant Commercial Operation Date.
4.Section 2.3 Price is amended by adding the following paragraph to the end of
Section 2.3:
At and after the Expansion Plant Commercial Operation Date, Buyer shall pay Seller $0.074 per kWh of Energy and Expansion Plant Energy delivered to Buyer at the Point of Interconnection, which price shall be escalated at the rate of either
(i)1% (of the then-current price) annually for years in which the CPI is three
percent (3%) or less for the preceding twelve (12) months, or (ii) 2% (of the then-current price) annually for years in which the CPI is greater than three percent (3%)for the preceding twelve (12) months. The price escalation shall take affect on theanniversary of the first day of the first full month following the Expansion Plant
Commercial Operation Date or, in the event the Expansion Plant Commercial
Operation Date falls on the first day of the month, the Expansion Plant CommercialOperation Date. For the avoidance of doubt, at and after the Expansion PlantCommercial Operation Date, this pricing applies to both the initial Output and theExpansion Plant Output. CPI shall be defined as the Consumer Price Index,
published by the U.S. Bureau of Labor Statistics as the “CPI Index – All Urban
Consumers (West Region)”.
If any Additional Capacity from the Expansion Plant does not qualify as resource adequacy capacity for the purposes of meeting Buyer’s resource adequacy compliance requirements, as determined by the California Independent System
Operator (CAISO), the price per MWh of all Energy delivered to Buyer at the Point
of Interconnection shall be discounted by $0.00093/kWh from the then-current Price.
4.Section 2.5 Right of First Refusal for Expansion Plant and Expansion Plant Outputis amended by adding the following sub-section (c):
(c)As of the First Amendment Effective Date, Seller anticipates constructing
and operating an Expansion Plant with an Additional Capacity up to three (3.0)MW (the “First Expansion Plant Output”), with an expected, but not guaranteed,Expansion Plant Commercial Operation Date in the first calendar quarter of 2026.In compliance with Section 2.5, Seller has offered Buyer the right to purchase its
Percentage Share of the First Expansion Plant Output, and Buyer has exercised its
right to take all of its Percentage Share of the First Expansion Plant Output.
5. Conditions Precedent. This First Amendment shall have no effect unless or untilSeller provides written notice to Buyer that each of the following conditions have been achieved
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or waived: (a) Seller has a fully executed amendment to that certain Landfill Gas Purchase Agreement between Ameresco Half Moon Bay, LLC and Browning-Ferris Industries of California,
Inc., extending the term of that agreement for twenty (20) years from the date of the Expansion
Plant Commercial Operation Date; and (b) Seller has obtained all material permits and authorizations from applicable Government Authorities to construct, own and operate the Expansion Plant. If Seller has not satisfied condition precedent (a) by December 31, 2024, Buyer may terminate this First Amendment by sending written notice to Seller.
6. Termination Right. If Seller, in its sole discretion, determines that the Expansion
Plant is not economical, Seller may, by providing written notice to Buyer, terminate this First Amendment at any time on or before the later of (i) May 1, 2025, or (ii) 30 days after Seller’s receipt of final approval for the Expansion Plant from San Mateo County under the California Environmental Quality Act and from the Bay Area Air Quality Management District with respect
to the Ox Mountain air permit. Any termination of this First Amendment under Section 5 or 6
shall be a “no-fault” termination, and (i) no default or Event of Default will be deemed to have occurred under the Agreement in respect of any such termination, (ii) neither Party shall have any further liability to the other Party hereunder as a result of such termination, and (iii) the Agreement (without this First Amendment) will remain in full force and effect. If Seller has not satisfied the
conditions precedent of this section and provided notice of same to Buyer prior to June 30, 2025,
then Buyer may terminate this First Amendment by sending written notice to Seller.
7. Terms and Conditions of the Agreement. Other than as expressly set forth in this First Amendment, all of the terms and conditions of the Agreement, and the respective rights and performance obligations under the same, not otherwise modified by, or made inconsistent with,
the provisions of this First Amendment, shall remain in full force and effect and shall apply to this
First Amendment; provided that to the extent there is a conflict between the terms of this First Amendment and the terms of the Agreement, the terms of this First Amendment shall control to the extent of such conflict.
8. Governing Law. This First Amendment shall be governed by and construed,
interpreted and enforced in accordance with the laws of the State of California.
9. Counterparts. This First Amendment may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one and the same Agreement. Signatures to this First Amendment transmitted by facsimile, email, portable document format (or .pdf) or by any other electronic means intended to preserve the
original graphic and pictorial appearance of this First Amendment shall have the same effect as
the physical delivery of the paper document bearing original signature.
10. No Other Amendment. Except as expressly amended hereby, the terms and provisions of the Agreement remain in full force and effect and are ratified and confirmed by the Parties in all respects as of the First Amendment Effective Date.
{D0559095.DOCX / 2}4
IN WITNESS WHEREOF, the Parties have caused this First Amendment to be signed as of the First Amendment Effective Date.
THE CITY OF PALO ALTO, CALIFORNIA Approval as to Form:
AMERESCO HALF MOON BAY LLC By Ameresco, Inc., its sole member
By: ______________________________
Name: Amy Bartell
Date: ____________________________
By:
Name:
Title:
THE CITY OF PALO ALTO, CALIFORNIA Approval by Utilities Director
By: ______________________________ Name: Dean Batchelor
Date: ____________________________
THE CITY OF PALO ALTO,
CALIFORNIA
Approval by City Manager
By: ______________________________ Name: ___________________________ Date: ____________________________