MASTER PURCHASE AND SALE AGREEMENT

THIS MASTER PURCHASE AND SALE AGREEMENT (“Master Agreement”) is made as of

the following date: [DATE] (the “Effective Date”) between [SELLER] (“Seller”), a [e.g.,
Delaware limited liability company] with its principal place of business at [ADDRESS] and
Marin Clean Energy, a California joint powers authority (“Buyer”) with its principal place of
business at 1125 Tamalpais Avenue, San Rafael, CA 94901 (each, a “Party” and collectively,
the “Parties”). This Master Agreement, together with any exhibits, schedules, written
supplements, and amendments thereto, and all Transactions shall be referred to as the
“Agreement.”

Unless the context otherwise specifies or requires, capitalized terms in this Agreement have the
meanings set forth in Article 1.

RECITALS

WHEREAS, the Parties wish to buy and sell the Product (as defined herein) on the terms and
conditions set forth in the Agreement;

NOW THEREFORE, in consideration of their mutual covenants herein, the Parties agree as
follows:

ARTICLE 1
DEFINITIONS

1.1. Contract Definitions.

The following terms, when used herein with initial capitalization, shall have the meanings set
forth below:

“Act” means the Joint Exercise of Powers Act of the State of California (Government Code
Section 6500, et seq.).

“Agreement” has the meaning set forth in the preamble.

“Applicable Laws” means all constitutions, treaties, laws, ordinances, rules, regulations,
interpretations, permits, judgments, decrees, injunctions, writs and orders of any Governmental
Authority that apply to either or both of the Parties, the Project or the terms of this Agreement.

“As-Available” means a Product for which, subject to the terms of this Agreement, (i) Seller is
obligated to sell and deliver and (ii) Buyer is obligated to purchase and receive the Energy
component of the Product from the Project whenever such Energy is capable of being generated
from the Project.

“Business Day” means a day on which Federal Reserve member banks are open for business,
beginning at 5:00 a.m. and ending at 5:00 p.m. Pacific Prevailing Time.

“CAISO” means the California Independent System Operator, or its successor.

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“CEC” means the California Energy Commission.

“Confirmation Letter” means a Confirmation Letter in the form of Exhibit A, which is used by
the Parties to document a Transaction and constitutes part of and is subject to the terms and
provisions of this Agreement.

“Contract Price” means the amount payable by Buyer to Seller for the Product as agreed upon
in the applicable Transaction.

“Costs” means, with respect to the Non-Defaulting Party, brokerage fees, commissions, legal
expenses and other similar third-party transaction costs and expenses reasonably incurred by that
Party in liquidating or replacing a Terminated Transaction pursuant to Section 9.2, entering into
any new arrangement that replaces a Terminated Transaction.

“CPUC” means the California Public Utilities Commission.

“Credit Rating” means, with respect to any entity, the rating then assigned to such entity’s
unsecured, senior long-term debt obligations (not supported by third party credit enhancements)
or if such entity does not have a rating for its senior unsecured long-term debt, then the rating
then assigned to such entity as an issuer rating by S&P or Moody’s. If ratings by S&P and
Moody’s are not equivalent, the lower rating shall apply.

“Deliver”, “Delivered” and “Delivery” have the meanings set forth in Section 2.3.

“Delivery Period” means the period during which Delivery will occur, as specified in the
applicable Confirmation Letter.

“Energy” means electrical energy, measured in MWh.

“Firm” means, with respect to a Transaction, that either Party shall be relieved of its obligations
to sell and deliver or purchase and receive without liability only to the extent that, and for the
period during which, such performance is prevented by Force Majeure. In the absence of Force
Majeure, the Party to which performance is owed shall be entitled to receive from the Party
which failed to deliver/receive an amount determined pursuant to the applicable Confirmation
Letter for such Transaction.

“Force Majeure” means an event or circumstance that materially adversely affects the
performance by a Party (“Claiming Party”) of its obligations under this Agreement, which event
or circumstance was not reasonably anticipated as of the Trade Date and which is not within the
reasonable control of, or the result of negligence of, the Claiming Party, and which the Claiming
Party is unable to overcome or avoid or cause to be avoided by the exercise of due diligence, and
includes such events as acts of God; fire; flood; earthquake; war; riots; or terrorism that affects
one or both Parties. Force Majeure may not be based on (i) the loss or failure of Buyer’s
markets; (ii) Buyer’s inability economically to use or resell the Product; (iii) Seller’s ability to
sell the Product to another party on terms superior to Seller's terms herein; (iv) Buyer’s ability to
purchase similar Product from another party on terms superior to the Buyer’s terms herein; or
(v) Seller’s failure to obtain or maintain its permits, interconnection or transmission rights, and
site control rights, each with respect to the Project unless any such failure is due to an act of God,
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fire, flood, earthquake, war, riots or terrorism. With respect to a Party’s obligation to make
payments hereunder, Force Majeure will be only an event or act of a governmental authority that
on any day disables the banking system through which a Party makes such payments. Force
Majeure does not include any action taken by Buyer in its governmental capacity.

“Gains” means the present value of the economic benefit to a Party, if any (exclusive of Costs),
resulting from the termination of a Terminated Transaction, determined in a commercially
reasonable manner.

“Governmental Authority” means:

(a) Any federal, state, local, municipal or other government;

(b) Any governmental, regulatory or administrative agency, commission, or other

authority lawfully exercising or entitled to exercise any administrative, executive,
judicial, legislative, police, regulatory, or taxing authority or power; or

(c) Any court or governmental tribunal.

“Interest Rate” is equal to the prime lending rate published under the heading “Money Rates” in
the Wall Street Journal on the date of calculation.

“Letter(s) of Credit“ means one or more irrevocable, standby letters of credit issued by a U.S.
commercial bank or a foreign bank with a U.S. branch with such bank having a Credit Rating of
at least A- with an outlook designation of “stable” from S&P or A3 with an outlook designation
of “stable” from Moody’s, in a form substantially similar to the Letter of Credit set forth in
Exhibit B.

Joint Powers Agreement” means that certain agreement creating Buyer, with an effective date
of December 19, 2008.

“Losses” means the present value of the economic loss to a Party, if any (exclusive of Costs),
resulting from a Terminated Transaction, determined in a commercially reasonable manner.

“Moody’s” means Moody’s Investors Service, Inc., or its successor.

“MWh” means megawatt-hour.

“Non-Firm” means, with respect to a Transaction, that delivery or receipt of the Product may be
interrupted for any reason or for no reason, without liability on the part of either Party.

“Performance Security” means (i) cash or (ii) a Letter of Credit, in the amount specified in a
Confirmation Letter.

“Product” has the meaning set forth in the applicable Confirmation Letter.

“Project” means the resource(s) designated in the Confirmation Letter from which the Seller
will Deliver the Product.

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“Renewable Energy Credit” has the meaning set forth in CPUC Decision D.08-08-028, as such
definition may be modified by the CPUC or Applicable Law from time to time.

“Replacement Price” shall mean the price calculated by Buyer at which (a) Buyer, acting in a
commercially reasonable manner, purchases a replacement for any Product specified in a
Transaction but not Delivered by Seller, plus (i) costs reasonably incurred by Buyer in
purchasing such substitute Product, (ii) penalties and fines, if any, and (iii) additional
transmission charges, if any, reasonably incurred by Buyer to the Delivery Point, or at Buyer’s
option, (b) the market price at the Delivery Point for such Product not Delivered as determined
by Buyer in a commercially reasonable manner; provided in no event shall (a) or (b) exceed
$100/MWh.

“Replacement Product” means Product meeting all requirements of the Transaction, except for
the requirements that such Product (i) be produced by the Facility and (ii) have been delivered
during the originally required month of the Delivery Period.

“S&P” means the Standard & Poor’s Financial Services, LLC (a subsidiary of The McGraw-Hill
Companies, Inc.) or its successor.

“Settlement Amount” means the Losses or Gains, and Costs, which the Non-Defaulting Party
incurs as a result of the liquidation of Terminated Transactions pursuant to Section 9.2. If the
Non-Defaulting Party’s Gains exceed its Costs and Losses, then the Settlement Amount will be
zero dollars ($0.00). The Settlement amount does not include consequential, incidental, punitive,
exemplary, indirect, or business interruption damages.

“Tariff” means the CAISO Fifth Replacement FERC Electric Tariff, as amended from time to
time.

“Trade Date” means the “Trade Date” specified in the applicable Confirmation Letter.

“Transaction” means a particular transaction agreed to by the Parties in writing pursuant to a

Confirmation Letter relating to the sale and purchase of Product under this Agreement.

“WECC” means the Western Electricity Coordinating Council, the regional reliability council
for the Western United States, Northwestern Mexico and Southwestern Canada.

1.2 Rules of Interpretation.

In this Agreement, except as expressly stated otherwise or unless the context otherwise
requires:

(a) headings and the rendering of text in bold and italics are for convenience and
reference purposes only and do not affect the meaning or interpretation of this Agreement;

(b) words importing the singular include the plural and vice versa and the masculine,
feminine and neuter genders include all genders;

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 (c) the words “hereof”, “herein”, and “hereunder” and words of similar import shall
refer to this Agreement as a whole and not to any particular provision of this Agreement;

(d) a reference to an Article, Section, paragraph, clause, Party, or Exhibit is a

reference to that Section, paragraph, clause of, or that Party or Exhibit to, this Agreement unless
otherwise specified, and in the event of a conflict, the provisions of the main body of this
Agreement shall prevail over the provisions of any attachment or annex;

(e) a reference to a document or agreement, including this Agreement shall mean

such document, agreement or this Agreement including any amendment or supplement to, or
replacement, novation or modification of this Agreement, but disregarding any amendment,
supplement, replacement, novation or modification made in breach of such document, agreement
or this Agreement;

(f) a reference to a Person includes that Person’s successors and permitted assigns;

(g) the term “including” means “including without limitation” and any list of
examples following such term shall in no way restrict or limit the generality of the work or
provision in respect of which such examples are provided;

(h) references to any statute, code or statutory provision are to be construed as a

reference to the same as it may have been, or may from time to time be, amended, modified or
reenacted, and include references to all bylaws, instruments, orders and regulations for the time
being made thereunder or deriving validity therefrom unless the context otherwise requires;

(i) in the event of a conflict, a mathematical formula or other precise description of a

concept or a term shall prevail over words providing a more general description of a concept or a
term;

(j) references to any amount of money shall mean a reference to the amount in
United States Dollars;

(k) the expression “and/or” when used as a conjunction shall connote “any or all of”;

(l) words, phrases or expressions not otherwise defined herein that (i) have a
generally accepted meaning in Prudent Operating Practice shall have such meaning in this
Agreement or (ii) do not have well known and generally accepted meaning in Prudent Operating
Practice but that have well known and generally accepted technical or trade meanings, shall have
such recognized meanings; and

(m) each Party acknowledges that it was represented by counsel in connection with
this Agreement and that it or its counsel reviewed this Agreement and that any rule of
construction to the effect that ambiguities are to be resolved against the drafting party shall not
be employed in the interpretation of this Agreement.

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 ARTICLE 2
TERM AND TRANSACTION

2.1. Term.

The term (“Term”) of this Agreement commences on the Effective Date and continues until
terminated by either Party upon thirty (30) days’ prior notice, except that any such termination is
not effective until all payments, Deliveries and other obligations of the Parties under all
Transactions under this Agreement have been completed.

2.2. Transaction.

Unless specifically excused by the terms of this Agreement during the Delivery Period of any
Transaction, Seller shall sell and Deliver, or cause to be Delivered, and Buyer shall purchase and
receive, or cause to be received, the Product, and Buyer shall pay Seller the Contract Price, all in
accordance with the terms of this Agreement, including the Confirmation Letter associated with
any Transaction. The Parties recognize that Seller is not a retail provider, the transaction is a
sale for resale, and Buyer will resell the Product purchased from Seller to third parties.

2.3. Delivery.

During any Delivery Period specified in a Confirmation Letter, Seller will deliver the Energy
associated with the Product to the Delivery Point (“Deliver”, “Delivered” or “Delivery”). The
Parties intend for the Product to be physically settled. Each Party will bear its own expenses
associated with Delivery. Delivery will consist of Product in whole MWh.

2.4. Title and Risk of Loss.

Title to and risk of loss related to the Product shall transfer from Seller to Buyer at the Delivery
Point. Seller warrants that it will deliver to Buyer the Contract Quantity of the Product free and
clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by
any person arising prior to the Delivery Point.

ARTICLE 3
REPRESENTATIONS

3.1. Authority.

(a) As of the Effective Date, each Party represents and warrants to the other Party
that (i) it is a legal entity, duly formed or incorporated and validly existing and in good standing
under the laws of the state of its formation or incorporation, (ii) it has the full power and
authority to execute, deliver, and perform this Agreement; (iii) its execution and delivery hereof
and performance of the Agreement have been duly authorized by all requisite entity action, and
this Agreement has been duly executed and delivered by it and constitutes its legal, valid, and
binding obligations, enforceable against it in accordance with its terms, except to the extent that
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws generally affecting creditors’ rights and by equitable principles; (iv) no
authorization, consent, notice to or registration or filing with any governmental authority is
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required for the execution, delivery and performance by it hereof; (v) none of the execution,
delivery and performance by it hereof conflicts with or will result in a breach or violation of any
law, contract or instrument by which it is bound; (vi) there are no proceedings by or before any
governmental authority, now pending or (to the knowledge of such Party) threatened, that if
adversely determined could have a material adverse effect on such Party’s ability to perform the
Party’s obligations under this Agreement; (vii) no Event of Default with respect to it has
occurred and is continuing and no such event or circumstance would occur as a result of its
entering into or performing its obligations under this Agreement; and (viii) it is acting for its own
account, has made its own independent decision to enter into this Agreement and as to whether
this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon
the advice or recommendations of the other Party in so doing, and is capable of assessing the
merits of and understanding, and understands and accepts, the terms, conditions and risks of this
Agreement.

(b) Notwithstanding the foregoing, Buyer additionally represents to Seller continuing

throughout the term of this Agreement, with respect to this Agreement, as follows: (i) all acts
necessary to the valid execution, delivery and performance of this Agreement, including without
limitation, to the extent applicable, competitive bidding, public notice, election, referendum,
prior appropriation or other required procedures has or will be taken and performed as required
under the Act and Buyer’s bylaws or other regulations, (ii) all persons making up the governing
body of Buyer are the duly elected or appointed incumbents in their positions and hold such
positions in good standing in accordance with the Act and other applicable law, (iii) entry into
and performance of this Agreement by Buyer are for a proper public purpose within the meaning
of the Act and all other relevant constitutional, organic or other governing documents and
applicable law, (iv) the term of this Agreement does not extend beyond any applicable limitation
imposed by the Act or other relevant constitutional, organic or other governing documents and
applicable law, (v) Buyer’s obligations to make payments hereunder are unsubordinated
obligations and such payments are (a) operating and maintenance costs (or similar designation)
which enjoy first priority of payment at all times under any and all bond ordinances or indentures
to which it is a party, the Act and all other relevant constitutional, organic or other governing
documents and applicable law or (b) otherwise not subject to any prior claim under any and all
bond ordinances or indentures to which it is a party, the Act and all other relevant constitutional,
organic or other governing documents and applicable law and are available without limitation or
deduction to satisfy all Buyer’s obligations hereunder, (vi) entry into and performance of this
Agreement by Buyer will not adversely affect the exclusion from gross income for federal
income tax purposes of interest on any obligation of Buyer otherwise entitled to such exclusion,
and (vii) obligations to make payments hereunder do not constitute any kind of indebtedness of
Buyer or create any kind of lien on, or security interest in, any property or revenues of Buyer
which, in either case, is proscribed by any provision of the Act or any other relevant
constitutional, organic or other governing documents and applicable law, any order or judgment
of any court or other agency of government applicable to it or its assets, or any contractual
restriction binding on or affecting it or any of its assets.

3.2. Forward Contract Merchant.

Each Party represents that it is a “forward contract merchant” within the meaning of
Section 101(26) of the Bankruptcy Code, and this Agreement and all Transactions hereunder
7
constitute “forward contracts” within the meaning of Section 101(25) of the Bankruptcy Code
and that the remedies identified in this Agreement will be “contractual rights” as provided for in
11 U.S.C. § 556, as these provisions may be amended from time to time.

ARTICLE 4
BILLING AND PAYMENT

4.1. Billing and Payment Terms.

As soon as practicable after the end of each month, Seller will send Buyer an invoice for the
payment obligations, if any, incurred during the preceding month. Buyer will pay the Contract
Price within fifteen (15) Business days of receipt of Seller’s invoice (“Payment Date”).

4.2. Payment Netting.

The Parties hereby agree that they shall discharge mutual debts and payment obligations due and
owing to each other on the same date pursuant through netting, in which case all amounts owed
by each Party to the other Party for the purchase and sale of Products during the monthly billing
period under this Agreement, interest, and payments or credits, shall be netted so that only the
excess amount remaining due shall be paid by the Party who owes it.

4.3. Late Payments.

Without limiting any other rights provided for herein, all overdue payments will bear interest
from (and including) the Payment Date to (but excluding) the date of actual payment at a rate
equal to the lesser of (i) two percent (2%) over the Interest Rate or (ii) the maximum rate
permitted by Applicable Law.

4.4. Disputes.

To the extent a Party, in good faith, disputes any part of an invoice, such Party will pay the
undisputed amount invoiced by the Payment Date. If any amount withheld under dispute is
finally determined to have been due, such withheld amount will be forwarded to the Party to
whom such amount is owed within five (5) Business Days of such determination, along with
interest at the Interest Rate for overdue payments from, and including, the Payment Date, but
excluding the date paid.

4.5. Taxes.

Each Party will pay the taxes lawfully levied upon it by any governmental authority and in
accordance with Applicable Laws.

4.6. Invoice and Payment Instructions.

Payment will be made by electronic funds transfer, or by other mutually agreed upon method, in
immediately available funds, to the bank account name and account number as specified below,
or as otherwise notified in writing to the Party making payment by the Party to whom payment is
to be made.

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Invoices to Seller will be sent to:

Payments to Seller will be sent to:

Wiring instructions:

Bank Name:
ABA:
Account:
Reference:
Invoices to Marin Clean Energy will be sent to:

Marin Clean Energy

1125 Tamalpais Avenue
San Rafael, CA 94901
Attn: Greg Brehm
Phone: 415-464-6037
Fax: 415-459-8095
Email: gbrehm@mcecleanenergy.org

Payments to Marin Clean Energy will be sent to:

Marin Clean Energy

1125 Tamalpais Avenue
San Rafael, CA 94901
Attn: Sarah Estes-Smith
Phone: 415-464-6010
Fax: 415-459-8095

Wiring instructions:

Bank Name: River City Bank

ABA:
Account:

ARTICLE 5
NOTICES

All notices, requests, demands, offers, and other communications required or permitted to be
made under this Agreement will be in writing and will be effective only if delivered: (a) in
person, (b) by a nationally recognized delivery service, (c) by United States Mail, or (d) by
electronic mail, upon confirmation of receipt. Either Party may change its address or contact
person(s) for notices by giving notice of such change consistent with this Article.

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 If to Buyer: If to Seller:

Marin Clean Energy

1125 Tamalpais Avenue
San Rafael, CA 94901
Attn: Executive Officer
Phone: 415-464-6010
Fax: 415-459-8095

ARTICLE 6
JURY TRIAL WAIVER

TO THE EXTENT ENFORCEABLE AT SUCH TIME, EACH PARTY WAIVES ITS RIGHT
TO ANY JURY TRIAL WITH RESPECT TO ANY LITIGATION ARISING UNDER OR IN
CONNECTION WITH THIS AGREEMENT.

ARTICLE 7
ATTORNEY’S FEES

In the event of any suit or other proceeding between the Parties with respect to any of the
transactions contemplated hereby or subject matter hereof, the prevailing Party will be entitled to
recover reasonable attorneys’ fees, costs (including at the trial and appellate levels) and expenses
of investigation.

ARTICLE 8
EVENTS OF DEFAULT

An “Event of Default” means, with respect to Party (the “Defaulting Party”), the occurrence of
any of the following:

(a) the failure by such Party to make, when due, any payment required pursuant to
this Agreement and such failure is not remedied within five (5) Business Days after written
notice thereof;

(b) any representation or warranty made by such Party herein is false or misleading in
any material respect when made or when deemed made or repeated, and such default is not
remedied within thirty (30) days after written notice thereof;

(c) the failure by such Party to perform any material covenant or obligation set forth
in this Agreement (except to the extent constituting a separate Event of Default) and such failure
is not remedied within thirty (30) days after written notice thereof;

(d) failure by Seller to satisfy the collateral requirements pursuant to a Confirmation

Letter, if such failure is not remedied within ten (10) Business Days after Notice thereof;

(e) with respect to any outstanding Letter of Credit provided for the benefit of Buyer
that is not then required under this Agreement to be canceled or returned, the failure by Seller to
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provide for the benefit of Buyer either (1) cash, or (2) a substitute Letter of Credit from a
different issuer meeting the criteria set forth in the definition of Letter of Credit, in each case, in
the amount required hereunder within fifteen (15) Business Days after Seller receives Notice of
the occurrence of any of the following events:

(i) the issuer of the outstanding Letter of Credit shall fail to maintain a Credit
Rating of at least “A-” by S&P or “A3” by Moody’s;

(ii) the issuer of such Letter of Credit becomes bankrupt;

(iii) the issuer of the outstanding Letter of Credit shall fail to comply with or
perform its obligations under such Letter of Credit and such failure shall be continuing
after the lapse of any applicable grace period permitted under such Letter of Credit;

(iv) the issuer of the outstanding Letter of Credit shall fail to honor a properly
documented request to draw on such Letter of Credit;

(v) the issuer of the outstanding Letter of Credit shall disaffirm, disclaim,
repudiate or reject, in whole or in part, or challenge the validity of, such Letter of Credit;

(vi) such Letter of Credit fails or ceases to be in full force and effect at any
time; or

(vii) Seller shall fail to renew or cause the renewal of each outstanding Letter
of Credit on a timely basis as provided in the relevant Letter of Credit and as provided in
accordance with this Agreement, and in no event less than sixty (60) days prior to the expiration
of the outstanding Letter of Credit.

(f) such Party assigns this Agreement or any of its rights hereunder other than in
compliance with Section 10.2;

(g) such Party consolidates or amalgamates with, or merges with or into, or transfers
all or substantially all of its assets to, another entity and, at the time of such consolidation,
amalgamation, merger or transfer, the resulting, surviving or transferee entity fails to assume all
the obligations of such Party under this Agreement to which it or its predecessor was a party by
operation of law or pursuant to an agreement reasonably satisfactory to the other Party; or

(h) if such Party:

(i) makes an assignment or any general arrangement for the benefit of its
creditors,

(ii) files a petition or otherwise commences, authorizes or acquiesces in the

commencement of a proceeding or cause under any bankruptcy or similar law for
the protection of creditors, or has such a petition filed or commenced against it;
provided that if such an involuntary petition is filed or commenced, such
proceeding shall not be a Default unless the involuntary petition is withdrawn,

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 dismissed, discharged, stayed or restrained within sixty (60) days of its
commencement, or

(iii) otherwise becomes bankrupt or insolvent (however evidenced).

ARTICLE 9
REMEDIES UPON DEFAULT

9.1. Liquidated Damages.

Buyer and Seller agree the amounts that are determined to be due from one Party to the other
pursuant to this Article in its entirety represents the liquidated damages of each, and no part
hereof represents a penalty.

9.2. Remedies.

Upon the occurrence of an Event of Default by a Party, the other Party (the “Non-Defaulting
Party”) may do any or all of the following: (i) designate a day, no earlier than the day such
notice is effective and no later than twenty (20) days after such notice is effective, as an early
termination date (“Early Termination Date”) to accelerate all amounts owing between the
Parties and to liquidate and terminate this Agreement and the Confirmation Letter (the
“Terminated Transaction”) between the Parties, (ii) withhold any payments due in respect of
this Agreement and any other agreements between the Parties to the extent of its damages
pursuant to this Article 9, (iii) suspend performance, and (iv) exercise such remedies as provided
herein, including an action for damages described in this Article 9 (except as limited by
Section 9.5). The Non-Defaulting Party will calculate, in a commercially reasonable manner, a
Settlement Amount for the Terminated Transaction as of the Early Termination Date (or, to the
extent that in the reasonable opinion of the Non-Defaulting Party the Terminated Transaction is
commercially impracticable to liquidate and terminate and/or replace under Applicable Law on
the Early Termination Date, then as soon thereafter as is reasonably practicable).

9.3. Net Out of Settlement Amounts.

The Non-Defaulting Party will aggregate all Settlement Amounts into a single amount by netting
(a) all amounts that are due to the Defaulting Party, including where Seller is the Defaulting
Party, for Product that has been Delivered and not yet paid for, plus, any or all other amounts due
to the Defaulting Party under this Agreement against (b) all Settlement Amounts that are due to
the Non-Defaulting Party under this Agreement, plus any or all other amounts due to the Non-
Defaulting Party under this Agreement, so that all such amounts will be netted out to a single
liquidated amount (the “Termination Payment”) payable by one Party to the other. The
Termination Payment, if any, is due to or from the Non-Defaulting Party within five (5) Business
Days following receipt of written notice thereof (“Termination Payment Notice Date”).

9.4. Calculation Disputes.

If the Defaulting Party disputes in good faith the Non-Defaulting Party’s calculation of the
Settlement Amount or Termination Payment, in whole or in part, the Defaulting Party will,
within two (2) Business Days of receipt of the Non-Defaulting Party’s calculation, provide the
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Non-Defaulting Party a detailed written explanation of the basis for such dispute, and, if the
Termination Payment is due from the Defaulting Party, pay the undisputed amount of the
Termination Payment within five (5) Business Days following the Termination Payment Notice
Date. If any amount withheld under dispute is finally determined to have been due, such
withheld amount will be forwarded to the Party to whom such amount is owed within five (5)
Business Days of such determination, along with interest at the Interest Rate for overdue
payments from, and including, the Termination Payment Notice Date, but excluding the date
paid.

9.5. Limitation on Damages.

EXCEPT AS SET FORTH HEREIN, THERE IS NO WARRANTY OF MERCHANTABILITY

OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED
WARRANTIES ARE DISCLAIMED.  THE PARTIES CONFIRM THAT THE EXPRESS
REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT
SATISFY THE ESSENTIAL PURPOSES HEREOF.  FOR BREACH OF ANY PROVISION
FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED,
SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND
EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET
FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW
OR IN EQUITY ARE WAIVED.  IF NO REMEDY OR MEASURE OF DAMAGES IS
EXPRESSLY PROVIDED HEREIN OR IN A TRANSACTION, THE OBLIGOR’S
LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH
DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND
ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. 
UNLESS EXPRESSLY HEREIN PROVIDED, NEITHER PARTY SHALL BE LIABLE FOR
CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES,
LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN
TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE.  IT IS
THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON
REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE
CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY
PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR
ACTIVE OR PASSIVE.  TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID
HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE
DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE
OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES
CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF
THE HARM OR LOSS.

9.6. Force Majeure.

If either Party is rendered unable, wholly or in part, by Force Majeure to carry out its obligations
with respect to this Agreement, then upon such Party’s giving written notice and full particulars
of such Force Majeure as soon as reasonably possible after the occurrence of the cause relied
upon, such notice to be confirmed in writing to the other Party, the obligations of the Claiming
Party will, to the extent they are affected by such Force Majeure, be suspended during the
13
continuance of said inability, but for no longer period, and the Claiming Party will not be liable
to the other Party for, or on account of, any loss, damage, injury or expense resulting from, or
arising out of, such event of Force Majeure. The Party receiving such notice of Force Majeure
will have until the end of five (5) Business Days following such receipt to notify the Claiming
Party that it objects to or disputes the existence of an event of Force Majeure.

9.7. First Priority Security Interest in Cash or Cash Equivalent Collateral .

To secure its obligations under this Agreement, and until released as provided herein, Seller
hereby grants to Buyer a present and continuing first-priority security interest (“Security
Interest”) in, and lien on (and right to net against), and assignment of the Performance Security,
any other cash collateral and cash equivalent collateral posted pursuant to a Confirmation Letter
and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof,
whether now or hereafter held by, on behalf of, or for the benefit of Buyer, and Seller agrees to
take all action as Buyer reasonably requires in order to perfect Buyer’s Security Interest in, and
lien on (and right to net against), such collateral and any and all proceeds resulting therefrom or
from the liquidation thereof.

Upon or any time after the occurrence of an Event of Default caused by Seller, an Early
Termination Date resulting from an Event of Default caused by Seller, or an occasion provided
for in this Agreement where Buyer is authorized to retain all or a portion of the Performance
Security, Buyer may do any one or more of the following (in each case subject to the final
sentence of this Section 9.7):

(a) Exercise any of its rights and remedies with respect to the Performance Security,
including any such rights and remedies under Law then in effect;

(b) Draw on any outstanding Letter of Credit issued for its benefit and retain any cash
held by Buyer as Performance Security; and

(c) Liquidate all Performance Security (as applicable) then held by or for the benefit
of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or
right of purchase or redemption by Seller.

Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or
remedies to reduce Seller’s obligations under this Agreement (Seller remains liable for any
amounts owing to Buyer after such application), subject to Buyer’s obligation to return any
surplus proceeds remaining after these obligations are satisfied in full.

14
 ARTICLE 10
STANDARD PROVISIONS

10.1. Additional Documents.

Each Party, upon the reasonable request of the other Party, will perform any further acts and
execute and deliver such documents that may be necessary to carry out the intent and purpose
hereof.

10.2. Assignment.

Neither Party shall assign this Agreement or its rights hereunder without the prior written
consent of the other Party, which consent shall not be unreasonably withheld; provided, however,
either Party may, without the consent of the other Party (and without relieving itself from
liability hereunder), transfer, sell, pledge, encumber or assign this Agreement or the accounts,
revenues or proceeds hereof to its financing providers, so long as the transferring Party delivers
such tax and enforceability assurance as the non-transferring Party may reasonably request.
Upon Seller’s request, Buyer shall execute a consent and/or estoppel in such form as may be
reasonably requested by a financing party and in favor of such financing party; provided,
however, that Buyer shall not be required to execute any form of consent and/or estoppel
containing terms that materially change Buyer’s rights or obligations under the Agreement, and
Seller shall bear all costs and expenses (including reasonable legal fees) of Buyer arising out of
the review, negotiation and documentation of any such consents and estoppels.

10.3. Audit and Inspection.

Seller will maintain records to assist Buyer in meeting any reporting or registration requirements
associated with the Product. Seller will provide such records upon reasonable request from
Buyer. If any such examination reveals any inaccuracy in any statement, the Parties will make
the necessary adjustments promptly, and amounts discovered to be so due will bear interest
calculated at the Interest Rate from (and including) the date the overpayment or underpayment
was made to (but excluding) the date paid.

10.4. Governing Law.

This Agreement and the rights and duties of the Parties hereunder, including the applicability of
the Act, shall be governed by and construed, enforced and performed in accordance with the
laws of the state of California, without regard to principles of conflicts of law. TO THE
EXTENT ENFORCEABLE AT SUCH TIME, EACH PARTY WAIVES ITS RESPECTIVE
RIGHT TO ANY JURY TRIAL WITH RESPECT TO ANY LITIGATION ARISING UNDER
OR IN CONNECTION WITH THIS AGREEMENT.

10.5. Confidentiality.

The Parties hereto acknowledge that Buyer is a local agency and subject to provisions of the
California Public Records Act (Cal. Government Codes section 6250 and following). The
Parties are expressly authorized to disclose the existence of this Agreement, including the
quantity and term of the sale of Product and Seller’s name. Unless otherwise provided by this
15
Agreement or Applicable Law, all other terms of this Agreement are confidential and neither
Party may disclose such confidential information to anyone, other than (i) as may be agreed to in
writing by the Parties in advance of such disclosure; (ii) to any of such Parties’ directors, officers
and employees and directors, officers and employees of affiliated companies and representatives
thereof or their advisors who need to know such information and agree, for the benefit of the
other Party, to treat such information confidentially to the same extent required by this
Agreement; (iii) to the extent required to be disclosed by Applicable Law or legal process, and
then only to the extent of such requirement; (iv) to the extent required to be disclosed under the
California Renewables Portfolio Standard or other mandatory or voluntary standard, and then
only to the extent of such requirement; or (v) to any actual or potential lender or lenders
providing financing to a Party or any of its affiliates, to any actual or potential investor in a Party
or any of its affiliates or to any other potential acquirer of any direct or indirect ownership
interest in Party or any of its affiliates or to any advisor providing professional advice to Party or
any of its affiliates or to any such actual or potential lender, investor or acquirer who needs to
know such information and agree to treat such information confidentially to the same extent
required by this Agreement. The Parties are entitled to all remedies available at law or in equity,
including specific performance, to enforce this provision; however, neither Party will be liable
for any damage suffered as a result of the use or disclosure of confidential information made in
accordance with the express terms and conditions of this Agreement. This provision will survive
for a period of two (2) years following the expiration of this Agreement.

10.6. Counterparts and Electronic Delivery.

This Agreement and any Confirmation Letter executed hereunder may be duly executed and
delivered by a Party by execution and facsimile or electronic format (including portable
document format (.pdf)) delivery of the signature page of a counterpart to the other Party, all of
which taken together will constitute one and the same original instrument.

10.7. Entire Agreement.

This Agreement constitutes the entire agreement between the Parties concerning the subject
matter hereof, and supersedes all previous or contemporaneous communications, representations,
or contracts, either written or oral, that purport to describe or embody the subject matter hereof.
There are no oral understandings, terms, or conditions and neither Party has relied upon any
representation, express or implied, not contained in this Agreement.

10.8. Exhibits.

Any exhibits attached hereto are incorporated into this Agreement by reference. The exhibits
may only be revised upon mutual agreement between the Parties unless otherwise specified in
the exhibits. In the event of a conflict between this Agreement and any Confirmation Letter, the
terms of the Confirmation Letter will prevail.

10.9. No Third-Party Beneficiaries.

There are no intended third-party beneficiaries hereof, and this Agreement should not be
construed to create or confer any right or interest in or to, or to grant any remedies to, any third

16
party as a beneficiary of this Agreement or of any duty, obligation, or undertaking established
herein.

10.10. Severability.

Any part hereof that is or becomes invalid, illegal, or unenforceable may be severed from the
remainder hereof, and to the extent possible, the Parties will use reasonable efforts to replace any
such part with provisions that preserve their original intent.

10.11. Survival Rights.

This Agreement will continue in effect after termination to the extent necessary to allow or
require either Party to enforce its rights or receive performance of the other Party’s obligations
that arose under the Agreement.

10.12. Waiver, Amendment.

None of the terms or conditions of this Agreement may be amended or waived except in a
writing signed by both of the Parties. The Parties agree that no waiver, amendment, or
modification of this Agreement will be established by conduct, custom, or course of dealing.
The failure of a Party to require performance of any provision of this Agreement will not limit
such Party’s right to seek such performance at a later time. Similarly, a Party’s waiver of its
rights with respect to any Event of Default or any other matter arising in connection with this
Agreement will not be considered a waiver with respect to any subsequent Event of Default or
matter.

10.13. Indemnification.

Each Party will indemnify, defend and hold harmless the other Party from and against any losses,
costs, damages, demands, penalties, claims, fines or expenses (including third party claims)
arising from or out of the Party’s breach of any representations, warranties, covenants or
obligations in this Agreement, or any negligent or willful misconduct relating to the Party’s
obligations under this Agreement, provided, that a Party will not be entitled to indemnification to
the extent arising from such Party’s own gross negligence or willful misconduct.

10.14. No Recourse Against Constituent Members of Buyer.

Buyer is organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers
Act of the State of California (Government Code Section 6500, et seq.) pursuant to the Joint
Powers Agreement and is a public entity separate from its constituent members. Buyer will
solely be responsible for all debts, obligations and liabilities accruing and arising out of this
Agreement. Seller will have no rights and will not make any claims, take any actions or assert
any remedies against any of Buyer’s constituent members in connection with this Agreement.

10.15 Mobile-Sierra.

(a) Absent the agreement of all Parties to the proposed change, the standard of review
for changes to any rate, charge, classification, term or condition of this Agreement, whether
17
proposed by a Party (to the extent that any waiver in subsection (b) below is unenforceable or
ineffective as to such Party), a non-party or FERC acting sua sponte, shall solely be the “public
interest” application of the "just and reasonable" standard of review set forth in United Gas Pipe
Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v.
Sierra Pacific Power Co., 350 U.S. 348 (1956) and clarified by Morgan Stanley Capital Group,
Inc. v. Public Util. Dist. No. 1 of Snohomish 554 U.S. 527 (2008) ( the “Mobile-Sierra”
doctrine).

(b) In addition, and notwithstanding the foregoing subsection (a), to the fullest extent
permitted by applicable law, each Party, for itself and its successors and assigns, hereby
expressly and irrevocably waives any rights it can or may have, now or in the future, whether
under §§ 205 and/or 206 of the Federal Power Act or otherwise, to seek to obtain from FERC by
any means, directly or indirectly (through complaint, investigation or otherwise), and each
hereby covenants and agrees not at any time to seek to so obtain, an order from FERC changing
any section of this Agreement specifying the rate, charge, classification, or other term or
condition agreed to by the Parties, it being the express intent of the Parties that, to the fullest
extent permitted by applicable law, neither Party shall unilaterally seek to obtain from FERC any
relief changing the rate, charge, classification, or other term or condition of this Agreement,
notwithstanding any subsequent changes in applicable law or market conditions that may occur.
In the event it were to be determined that applicable law precludes the Parties from waiving their
rights to seek changes from FERC to their market-based power sales contracts (including
entering into covenants not to do so) then this subsection (b) shall not apply, provided that,
consistent with the foregoing subsection (a), neither Party shall seek any such changes except
solely under the "public interest" application of the "just and reasonable" standard of review and
otherwise as set forth in the foregoing section (a).

10.16 No Immunity Claim.

Buyer warrants and covenants that with respect to its contractual obligations hereunder and
performance thereof, it will not claim immunity on the grounds of sovereignty or similar grounds
with respect to itself or its revenues or assets from (a) suit, (b) jurisdiction of court (including a
court located outside the jurisdiction of its organization), (c) relief by way of injunction, order
for specific performance or recovery of property, (d) attachment of assets, or (e) execution or
enforcement of any judgment; provided, however, that nothing in this Agreement shall waive the
obligations and/or rights set forth in the California Government Claims Act (Government Code
Section 810 et seq.).

Signature page to follow.

18
IN WITNESS WHEREOF, the Parties understand and agree to the terms and conditions
contained herein and agree to be bound thereby as of the Effective Date.

[Seller] Marin Clean Energy, a California Joint

Powers Authority

By: By:

Name: Name: Dawn Weisz

Title: Title: Executive Officer

Date: Date:

[Seller] Marin Clean Energy, a California Joint

Powers Authority

By: By:

Name: Name:

Title: Title:

Date: Date:
 EXHIBIT A

CONFIRMATION LETTER
(Conventional Plus Carbon Free/ACS Energy)

This confirmation letter (“Confirmation Letter”), dated as of [________], 2018 (the “Trade
Date”) is entered into between ______________________ (“___” or “Seller”) and Marin Clean
Energy, a California joint powers authority (“MCE” or “Buyer” and, together with Seller, the
“Parties” and each individually, a “Party”). This Confirmation Letter constitutes a
“Transaction” under, and supplements, forms a part of, and will be subject to, the terms of the
Purchase and Sale Agreement dated as of [____ ___, 2018] (the “Master Agreement”) and as
amended and supplemented by this Confirmation Letter; provided that, in the case of any conflict
between this Confirmation Letter and the Master Agreement, this Confirmation Letter will
govern. The definitions and provisions contained in the Master Agreement are incorporated into
this Confirmation Letter, except as otherwise modified herein. This Confirmation Letter and the
Master Agreement, including any appendices, exhibits or amendments thereto, shall collectively
be referred to as the “Agreement” and will constitute a single agreement between the Parties.

“Product” means the following:

 Carbon Free Energy
Product:  Asset Controlling Supplier (ACS) Energy
 CAISO Firm Energy

 Firm
Seller’s  As-Available
Delivery
Obligation:  Non-Firm
 Other ___________________

Scheduling
for fixed  IST
price
component:

Scheduling
for zero  CAISO Delivery
carbon
annual
obligation:

“Facility” “Portfolio” or “Project” means the following:

Facility:  Carbon Free Source (See Schedule A)
 Asset Controlling Supplier (ACS) Portfolio (See Appendix I)

Appendix I-1
Contract
Quantity for “Contract Quantity” means the following in MW:
fixed price
component:

“Contract Price” means the following:

Contract  Fixed
Price for
fixed price
component:

Contract
Quantity for “Contract Quantity” means the following in MWh:
zero carbon
annual
obligation:

“Contract Price” means the following:

Contract
Price for zero
carbon  Indexed Price plus Fixed Premium
annual
“Fixed Premium” means the annual amounts in the table below:
obligation:

Performance
The amount of the Performance Security shall be [$____]
Security

“Delivery Period” means the following:

Delivery  From and including Hour Ending (“HE”) 0100 on [Start date] through and
Period: including HE 2400 on [End Date]
 Other: ___________________

“Delivery Point” means the following:

Delivery
 NP 15 EZ Gen Hub
Point:
 Other CAISO Delivery Point: ___________________

1. PRODUCT.

1.1 Seller Delivery Obligation. Throughout the Delivery Period, Seller shall sell and
deliver or make available, or cause to be sold and delivered or made available to
Buyer, the Product. The Product does not include any resource adequacy,

Exhibit A-2
 capacity attributes, or any production tax credits associated with the operation of
the Facility.

1.2 No New Construction. Seller does not intend to construct any new facilities in
California to meet its supply obligations hereunder. Notwithstanding the
foregoing, to the extent that Seller constructs any new facilities in California to
meet its supply obligation hereunder, Seller covenants and agrees that the
construction and operation of such facility(ies) will be in accordance with any and
all Applicable Law.

1.3 Resources. For Carbon Free Energy delivered under this Confirmation, Seller
shall use Specified Sources of Power. Product delivered under this Confirmation
from Specified Sources of Power shall not be procured from nuclear or coal-fired
resources.

2. DELIVERY.

2.1 Delivery to CAISO. The Parties recognize that a schedule of Energy associated
with a Product by Seller into the CAISO balancing authority (“CAISO Balancing
Authority”) is a delivery to the CAISO and not directly to the Buyer. Scheduling
such energy in accordance with the requirements of the applicable Product into
the CAISO Balancing Authority shall constitute Delivery of such Product to
Buyer.

2.2 Reserved.

3. PRICING.

3.1 Fixed Contract Price. If the “Fixed Price” box is checked in the “Contract Price
for fixed price component” section above, then for each month during the
Delivery Period, (a) Buyer will pay Seller an amount equal to the Contract Price
multiplied by the Quantity delivered in such month and (b) Seller shall pay to
Buyer the net value of the Energy resulting from the delivery of such Energy to
the CAISO. For clarity, Buyer will pay Seller the sum of (a) and (b) in the event
the net value if the Energy is negative. In each month the payments in (a) and (b),
if any, shall be netted against each other to determine a single payment to be paid
by either Buyer or Seller.

3.2 Indexed Price plus Fixed Premium Contract Price . If the “Indexed Price plus
Fixed Premium” box is checked in the “Contract Price for zero carbon annual
obligations” section above, then for each month during the Delivery Period, (a)
Buyer will pay Seller an amount equal to the applicable Contract Quantity
delivered in such month multiplied by the Fixed Premium and (b) Seller shall
deliver the Energy associated with the zero carbon annual obligations component
of the Product to the CAISO at the Delivery Point and shall be entitled to retain
all CAISO revenues associated with such Energy in full satisfaction of Buyer’s
payment obligation for the Energy component of the zero carbon annual
obligations component of the Product.
Exhibit A-3
4. SELLER’S PERFORMANCE SECURITY.

4.1 Condition Precedent to Buyer’s Obligations . Seller’s delivery of the Performance

Security is a condition precedent to Buyer’s obligations under this Confirmation
Letter and Buyer’s obligations under this Confirmation Letter shall not commence
until Seller has delivered the Performance Security to Buyer.

4.2 Seller’s Performance Security. To secure its obligations under this Agreement,
Seller shall deliver the Performance Security to Buyer within thirty (30) days of
the Effective Date and maintain such Performance Security until Seller’s
obligations under this Confirmation Letter have been fully satisfied. No later than
sixty (60) days after termination of this Agreement, Buyer shall promptly return
the Performance Security to Seller, less the amounts drawn in accordance with
this Agreement. If the Performance Security is a Letter of Credit and the issuer of
such Letter of Credit (i) fails to maintain its Credit Rating, (ii) indicates its intent
not to renew such Letter of Credit and such Letter of Credit expires prior to the
end of the Delivery Period, or (iii) fails to honor Buyer’s properly documented
request to draw on such Letter of Credit by such issuer, Seller shall have ten (10)
Business Days to either post cash or deliver a substitute Letter of Credit that
meets the requirements set forth in the definition of Performance Security.

Buyer and Seller hereby acknowledge and agree that Seller is delivering and
Buyer is purchasing Product pursuant to each of Section 3.1 and Section 3.2.

5. INVOICING AND PAYMENT.

4.1 Invoicing and Payment. Invoicing and payment for Product delivered to Buyer
shall be in accordance with Article 6 of the Master Agreement and Buyer shall
pay such invoices in accordance with the Master Agreement and this
Confirmation Letter.

4.2 Email Delivery of Invoices. Seller’s invoices prepared in accordance with Article
6 of the Master Agreement may be delivered by email from Seller to Buyer.

5. DESIGNATED FACILITY. Carbon Free Product will be generated by and/or

attributable to one or more of the facilities (each a “Designated Facility”) listed in
Appendix I. Replacement Product is not required to be generated by a Designated
Facility. Seller may add additional Designated Facilities by providing Buyer with an
updated Appendix I that includes each such additional Designated Facility, and such
updated Appendix I shall thereupon replace the existing Appendix I to this Confirmation;
provided, however that Seller must designate an additional Designated Facility prior to
the delivery of any Product to Buyer from such additional Designated Facility under this
Confirmation Letter.

2. SCHEDULING AND TAGGING.

2.1 Scheduling.

Exhibit A-4
 Seller will perform all scheduling requirements applicable to the transactions
contemplated under this Confirmation Letter. All scheduling shall be performed
consistent with all applicable CAISO and WECC prevailing protocols and in
accordance with Generally Accepted Utility Practice.

If the Parties have not designated this Transaction to be scheduled by the Buyer,
Seller shall schedule Energy into the CAISO Balancing Authority on a day-ahead
basis. Without limiting the generality of the foregoing, Seller may schedule the
Energy during all Peak and Off-Peak hours.

2.2 Inter-SC Trades. Seller will schedule the fixed price component of the
Product to Buyer’s Scheduling Coordinator on a Day-Ahead basis using
an Inter-SC Trade. “Inter-SC Trade” and “Day-Ahead” and “Physical
Trade” have the meaning set forth in the Tariff.

(a) Before the deadline for submission of ISTs in the Day-Ahead

Market, Seller and Buyer shall submit and match, or cause their
SCs to submit and match, a Physical Trade “from” Seller’s SC “to”
Buyer’s SC at the Delivery Point. Such Physical Trade shall
specify the MW amounts for the time periods as set forth in the
Day-Ahead Schedule submitted by Seller to the CAISO in the
Day-Ahead Market. Such Physical Trades shall be entered in the
Day-Ahead Market. With regard to such Physical Trades, Buyer
shall perform (or cause to be performed) such actions as necessary
to submit and validate a Physical Trade by the “to” SC, and Seller
shall perform (or cause to be performed) such actions as necessary
to match and validate a Physical Trade by the “from” SC in a
Physical Trade.

(b) Seller shall be responsible for all charges, costs and penalties and
entitled to all payments, if any, associated with delivery of
Scheduled Energy under any Inter-SC Trade. Buyer shall be
responsible for all charges, costs and penalties and entitled to all
payments, if any, associated with the receipt and transfer of
Scheduled Energy under any Inter-SC Trade.

2.3 E-Tagging

Seller shall generate all e-tags required to schedule the Energy to and from the
Delivery Point.

ACS Energy and Carbon Free Energy Products

Each e-Tag shall show the CAISO Balancing Authority as the last CA (Control
Area) under ‘Physical Path’, and Buyer, or Buyer’s scheduling coordinator, as the
last PSE (Purchasing Selling Entity) or ‘sink’ PSE under ‘Physical Path’ on each
NERC e-Tag. Seller will be the Party delivering energy into CAISO.

2.4 Seller Scheduling Contacts:

Exhibit A-5
 Phone Fax
Prescheduler: (xxx) xxx-xxxx (xxx) xxx-xxxx
Real-Time: (xxx) xxx-xxxx (xxx) xxx-xxxx
Mid-office Agreement: (xxx) xxx-xxxx (xxx) xxx-xxxx
Email: xxx@”Seller”.com

Buyer scheduling contacts:

Phone Fax
Prescheduler: (916) 458-4080 (xxx) xxx-xxxx
Email: dascheduler@zglobal.biz
Real-Time: (760) 483-5000 (xxx) xxx-xxxx
Email: 24hrdesk@zglobal.biz
Mid-office Agreement: (415) 464-6015 (xxx) xxx-xxxx
Email: jfloresbrooks@mcecleanenergy.org

3. DEFINITIONS.

Definitions Applicable to this Transaction. For the purposes of this Confirmation Letter,
the following terms shall have the following meanings:

(a) “Asset Controlling Supplier (ACS) Energy” and “ACS Energy” means
energy from an electric power entity approved and registered by the
California Air Resources Board under the Regulation for the Mandatory
Reporting of Greenhouse Gas Emissions.

(b) “Cap and Trade Regulations” means the regulations entitled California
Cap on Greenhouse Gas Emissions and Market-Based Compliance
Mechanisms set forth at Article 5 of Subchapter 10 of Title 17 of the
California Code of Regulations.

(c) “Carbon Free Energy” means Energy deliveries from Carbon Free
Sources.

(d) “Carbon Free Source” means any energy source, except for nuclear-
powered generation assets, that is located within the WECC and that is
considered by the State of California to have zero Greenhouse Gas
emissions in accordance with the Regulation for the Mandatory Reporting
of Greenhouse Gas Emissions (title 17, California Code of Regulations,
sections 95100 to 95133). Carbon Free Source does not include any
Renewable Energy Credits, ACS resources or any energy source with an e-
tag with a source point associated with a nuclear or coal-fired generating
facility.

(e) “Compliance Obligation” has the meaning set forth by the Cap and Trade
Regulations.

Exhibit A-6
 (f) “Delivery Period” means the period during which Delivery will occur, as
specified in the applicable Confirmation Letter.

(g) “Energy” means electrical energy, measured in MWh.

(h) “Energy Commission” or “CEC” means the California Energy

Commission.

(i) “Generally Accepted Utility Practice” means a practice established by

the Western Electricity Coordinating Council (“WECC”) or any successor
regional reliability council, as such practice may be revised from time to
time, or if no practice is so established, means a practice otherwise
generally accepted in the WECC region.

(j) “Holiday” means any day designated as a holiday by NERC.

(k) “Mandatory Reporting Rule” means the regulations entitled Mandatory

Greenhouse Gas Emissions Reporting set forth at Article 2 of Subchapter
10 of Title 17 of the California Code of Regulations.

(l) “Off Peak” hours means Mondays through Saturdays hours ending (HE)
0100-0600 and HE 2300-2400 PPT, and all day Sundays and Holidays.

(m) “Party” means Buyer or Seller, and “Parties” means both Buyer and
Seller.

(n) “Peak” hours means HE 0700-2200 PPT Mondays through Saturdays,

excluding Holidays.

(o) “Renewable Energy Credits” has the meaning set forth in California
Public Utilities Code Section 399.12(h) and CPUC Decision D.08-08-028.

(p) “Specified Source” means a Project that is a “specified source”, as such

term is defined in the Mandatory Reporting Rule.

(q) “Unspecified Sources of Power” means electricity that is not traceable to

a specific generation source (e.g., what is commonly known as “market”
or “system” power) by any auditable contract (e.g., a Transaction
Confirmation Letter).

(r) “Tariff” means the FERC-approved California Independent System

Operator Tariff, including any current CAISO-published “Operating
Procedures” and “Business Practice Manuals,” as may be amended,
supplemented or replaced from time to time.

4. ADDITIONAL TERMS.

4.1 Importer for Cap and Trade Regulations . Seller will be the electricity importer
into California for purposes of the Cap and Trade Regulations. The Parties
acknowledge that Seller will be responsible for satisfying the Compliance
Exhibit A-7
 Obligation under the Cap and Trade Regulations, if any, associated with the
Energy which Seller shall schedule into the CAISO Balancing Authority as part of
the Product to be delivered under this Confirmation Letter.

4.2 Compliance Reporting. Seller shall provide to Buyer an annual attestation

confirming that the Seller delivered the necessary volume of Carbon Free Energy
after Seller’s annual verification is conducted, but no later than May 1st of year
following the year in which such Carbon Free Energy was delivered. Upon
Buyer’s reasonable request, Seller will provide Buyer with the CARB ID#’s,
historical emission factors and the allocated generation data from the applicable
Carbon Free Sources, but no later than May 1st of year following the year in
which such Carbon Free Energy was delivered. In addition, Seller will work with
Buyer to provide any additional information otherwise required by Applicable
Law with respect to the Product and reasonably available to Seller.

4.3 Commercially Reasonable Efforts.

(a) A Party required to use or make “commercially reasonable efforts”

pursuant to this Agreement shall not be required to incur more than
$25,000 in aggregate direct or indirect costs, including lost profits, and
out-of-pocket costs and expenses, to comply with such “commercially
reasonable efforts”, and then only to the extent incurring such costs would
be reasonably likely to achieve the desired effect.

(b) In the event an issue or circumstance requiring a Party to use or make

commercially reasonable efforts similarly affects one or more other
transactions between the Parties, such $25,000 limit shall apply to all such
transactions between the Parties and shall not be cumulative to any limits
applicable to such other transactions.

4.4 Form of Agreement. This Confirmation Letter will become effective only upon
its execution by both Parties. This Agreement may be entered into and
memorialized by an exchange of facsimile transmissions or emailed PDF
documents which shall constitute an original signed document for all purposes
under Law and this Agreement. This Agreement may be executed in any number
of counterparts, and each executed counterpart shall have the same force and
effect as an original instrument.

[Remainder of this page intentionally left blank]

Exhibit A-8
IN WITNESS WHEREOF, the Parties have caused this Confirmation Letter to be duly executed
as of the Trade Date.

[SELLER] Marin Clean Energy, a California Joint Powers

Authority

By: By:

Name: Name:

Title: Title:

Date: Date:

[SELLER] Marin Clean Energy, a California Joint Powers

Authority

By: By:

Name: Name:

Title: Title:

Date: Date:

Exhibit A-9
 APPENDIX I

Designated Facility(s)

Facility Name State / Technology Total Sellers CAISO Emissions CARB ID

Province Facility Prorata Resource Rate if
Nameplate Share of ID ACS
(MW) Nameplate
(%)

Appendix I-1
 EXHIBIT B

FORM OF LETTER OF CREDIT

[Issuing Bank Letterhead and Address]

IRREVOCABLE STANDBY LETTER OF CREDIT NO. [XXXXXXX]

Date:

Bank Ref.:

Amount: US$[XXXXXXXX]

Expiry Date:

Beneficiary:

Marin Clean Energy, a California joint powers authority

1125 Tamalpais Avenue

San Rafael, CA 94901

Ladies and Gentlemen:

By the order of __________ (“Applicant”), we, [insert bank name and address] (“Issuer”) hereby
issue our Irrevocable Standby Letter of Credit No. [XXXXXXX] (the “Letter of Credit”) in favor
of Marin Clean Energy, a California joint powers authority (“Beneficiary”), 1125 Tamalpais
Avenue, San Rafael, CA 94901, for an amount not to exceed the aggregate sum of U.S. $
[XXXXXX] (United States Dollars [XXXXX] and 00/100), pursuant to that certain Power
Purchase and Sale Agreement dated as of ______ and as amended (the “Agreement”) between
Applicant and Beneficiary. This Letter of Credit shall become effective immediately and shall
have an initial expiry of __________ __, 201_, subject to automatic extensions provisions herein.

Funds under this Letter of Credit are available to you against your draft(s) drawn on us at sight,
referencing thereon our Letter of Credit No. [XXXXXXX] accompanied by your dated statement
purportedly signed by your duly authorized representative, in the form attached hereto,
containing one of the two alternative paragraphs set forth in paragraph 2 therein.

We hereby agree with the Beneficiary that all drafts drawn under and in compliance with the
terms of this Letter of Credit will be duly honored upon presentation in person or by courier to
the Issuer at [insert bank address] or by fax at facsimile no. (xxx) xxx-xxxx. Payment shall be

Exhibit B-1
made by Issuer in U.S. dollars with Issuer’s own immediately available funds.

Partial draws are permitted under this Letter of Credit.

It is a condition of this Letter of Credit that it shall be deemed automatically extended without an
amendment for a one year period beginning on the present expiry date hereof and upon each
anniversary for such date, unless at least ninety (90) days prior to any such expiry date we have
sent to you written notice by overnight courier service that we elect not to extend this Letter of
Credit, in which case it will expire on its the date specified in such notice. No presentation made
under this Letter of Credit after such expiry date will be honored.

Notwithstanding any reference in this Letter of Credit to any other documents, instruments or
agreements, this Letter of Credit contains the entire agreement between Beneficiary and Issuer
relating to the obligations of Issuer hereunder.

This Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits
(2007 Revision) International Chamber of Commerce Publication No. 600 (the “UCP”), except
to the extent that the terms hereof are inconsistent with the provisions of the UCP, including but
not limited to Articles 14(b) and 36 of the UCP, in which case the terms of this Letter of Credit
shall govern. With respect to Article 14(b) of the UCP, Issuer shall have a reasonable amount of
time, not to exceed three (3) banking days following the date of Issuer's receipt of documents
from the Beneficiary (to the extent required herein), to examine the documents and determine
whether to accept or reject the documents and to inform Beneficiary accordingly. In the event of
an act of God, riot, civil commotion, insurrection, war or any other cause beyond Issuer’s control
(as defined in Article 36 of the UCP) that interrupts Issuer’s business and causes the place for
presentation of the Letter of Credit to be closed for business on the last day for presentation, the
expiry date of the Letter of Credit will be automatically extended without amendment to a date
thirty (30) calendar days after the place for presentation reopens for business.

Please address all correspondence regarding this Letter of Credit to the attention of the Letter of
Credit Department at [insert bank address information], referring specifically to Issuer’s Letter of
Credit No. [XXXXXXX]. For telephone assistance, please contact Issuer’s Standby Letter of
Credit Department at [XXX-XXX-XXXX] and have this Letter of Credit available.

[Bank Name]

___________________________

[Insert officer name]

[Insert officer title]

Exhibit B-2
(DRAW REQUEST SHOULD BE ON BENEFICIARY’S LETTERHEAD)

Drawing Certificate

[Insert Bank Name and Address]

Ladies and Gentlemen:

The undersigned, a duly authorized representative of Marin Clean Energy, a California joint
powers authority, 1125 Tamalpais Avenue, San Rafael, CA 94901, as beneficiary (the
“Beneficiary”) of the Irrevocable Letter of Credit No. [XXXXXXX] (the “Letter of Credit”)
issued by [insert bank name] (the “Bank”) by order of __________ (the “Applicant”), hereby
certifies to the Bank as follows:

1. Applicant and Beneficiary are party to that certain Power Purchase and Sale Agreement
dated as of ___________, 2016 (the “Agreement”).

2. Beneficiary is making a drawing under this Letter of Credit in the amount of U.S.
$___________ because a Seller Event of Default (as such term is defined in the Agreement) has
occurred.

or

Beneficiary is making a drawing under this Letter of Credit in the amount of U.S.
$___________, which equals the full available amount under the Letter of Credit, because
Applicant is required to maintain the Letter of Credit in force and effect beyond the expiration
date of the Letter of Credit but has failed to provide Beneficiary with a replacement Letter of
Credit or other acceptable instrument within thirty (30) days prior to such expiration date.

3. The undersigned is a duly authorized representative of Marin Clean Energy, a California

joint powers authority and is authorized to execute and deliver this Drawing Certificate on behalf
of Beneficiary.

You are hereby directed to make payment of the requested amount to Marin Clean Energy, a
California joint powers authority by wire transfer in immediately available funds to the following
account:

[Specify account information]

Marin Clean Energy, a California joint powers authority

______________________________

Exhibit B-3
Name and Title of Authorized Representative

Date_______________________

Exhibit B-3
Exhibit B-3