MCE Community Choice Energy

?CONFIRMATIONThis confirmation letter (“Confirmation”) confirms the following Transaction between ______________________ (“Seller”) and Marin Clean Energy (“Buyer”), each individually a “Party” and together the “Parties”, dated as of _______________ (the “Effective Date”). This Transaction is governed by the Edison Electric Institute Master Power Purchase and Sale Agreement between the Parties, effective as of ______________________, along with the Cover Sheet, any amendments and annexes thereto (the “Master Agreement”). The Master Agreement and this Confirmation shall be collectively referred to herein as the “Agreement.” Capitalized terms used but not otherwise defined in this Confirmation have the meanings ascribed to them in the Master Agreement. To the extent that this Confirmation is inconsistent with any provision of the Master Agreement, this Confirmation shall govern the rights and obligations of the Parties hereunder. DEFINITIONS. Defined terms shall have the meanings set forth in this Confirmation or as set forth below:“Applicable Law” means any statute, law, treaty, rule, tariff, regulation, ordinance, code, permit, enactment, injunction, order, writ, decision, authorization, judgment, decree or other legal or regulatory determination or restriction by a court or Governmental Authority of competent jurisdiction, or any binding interpretation of the foregoing, as any of them is amended or supplemented from time to time, that apply to either or both of the Parties, the Project(s), or the terms of the Agreement.“CAISO” means the California Independent System Operator Corporation or the successor organization to the functions thereof.“Carbon Free Energy” means Energy deliveries from Carbon Free Sources.“Carbon Free Source” means any specified energy source, except for nuclear-powered generation assets, that is located within the State of California or the Pacific Northwest and that is considered by the State of California to have zero Greenhouse Gas emissions in accordance with the Mandatory Greenhouse Gas Emissions Reporting and California Cap on Greenhouse Gas Emissions and Market-Based Compliance Mechanisms regulations (California Code of Regulations Title 17, Subchapter 10, Articles 2 and 5 respectively) promulgated by the California Air Resources Board of the California Environmental Protection Agency pursuant to the California Global Warming Solutions Act of 2006. Carbon Free Energy Source does not include any Category 3 Renewables.“Category 3 Renewable” means the Green Attributes that satisfies the requirements of Section 399.16(b)(3) of the California Public Utilities Code.“Delivery Period” shall be the period beginning on the Start Date and ending on the End Date, as set forth in Section 3 below. “Delivery Point” has the meaning set forth in Section 4.“Effective Date has the meaning set forth at the beginning of this Confirmation.“Energy” means real (not reactive) electric energy in the form of three-phase alternating current having a nominal frequency of approximately 60 cycles per second and is measured in MWh.“MWh” means megawatt-hour.“Product” has the meaning set forth in Section 2 below.TRANSACTION. Seller shall sell and Buyer shall receive and purchase Carbon Free Energy (the “Product”) in the quantities and at the price(s) set forth in Exhibit A. The Product is Firm (LD). Set forth in Exhibit B is Seller’s list of designated resources that Seller intends to use to provide Carbon Free Energy to Buyer. Seller may update Exhibit B from time to time by delivering a revised Exhibit B to Buyer.TERM AND DELIVERY PERIOD. This Confirmation shall be in full force and effect as of the Effective Date. The Delivery Period shall be for the period of the Start Date through the End Date. This Confirmation shall terminate on the date on which both Parties have completed the performance of their obligations hereunder, unless earlier terminated pursuant to the terms hereof.Start Date:End Date:[______, 2016][December?31, 2016]LOCATION AND DELIVERY POINT. Market AreaDelivery PointBuyer’s Local Utility CAISOPG&E DLAPPG&EPRICING AND PAYMENT TERMS. Subject to the payment terms of the Master Agreement, for each month during the Delivery Period, the Buyer will pay the Seller an amount equal to the quantity of Carbon Free Energy delivered during such month in accordance with this Confirmation multiplied by the applicable price ($/MWh) set forth in Exhibit A. COMPLIANCE REPORTING. Seller shall provide all reasonably requested information required by Buyer for Buyer to timely comply with periodic compliance reporting requirements, including the identification of Carbon Free Sources providing Carbon Free Energy under this Confirmation and other supporting documentation required under the Power Source Disclosure Program administered by the California Energy Commission, and as otherwise required by Applicable Law with respect to the Product. eNTIRE AGREEMENT. This Confirmation sets forth the terms of the Transaction into which the Parties have entered into and shall constitute the entire agreement between the Parties relating to the contemplated purchase and sale of the Product. This Confirmation shall be binding and enforceable against Buyer and Seller only after execution by both Parties. This Confirmation is subject to the Exhibits identified below and that are attached hereto.Exhibit A – Carbon Free Energy Contract Quantity and Price ScheduleExhibit B – Seller’s Designated Carbon FreeSELLERMARIN CLEAN ENERGYSign:_______________________________Sign:_______________________________Print:______________________________Print:______________________________Title:_______________________________Title:_______________________________ Exhibit ACarbon Free Energy Contract Quantity and Price Schedule[TBD]Exhibit BSeller’s Designated Carbon Free Sources [TBD] ................
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