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0 „1 <br />Distributed Energy Resource Agreement <br />This Distributed Energy Resource Agreement ("Agreement"), effective as of the later signature date ("Effective Date"), is made between <br />Voltus, Inc. ("Voltus" and "Party"), located at 2443 Fillmore St. #380-3427, San Francisco, CA 94115, and Elk River Municipal Utilities <br />("Customer" and "Party"), located at <br />Any Exhibit or Appendix attached hereto shall be incorporated herein by reference and be binding on the Parties. <br />1. Term. This Agreement will start on the Effective Date and automatically renew 60 months after the first day of participation in the <br />distributed energy resource program(s) ("Program") for equal, subsequent terms unless either Party provides notice of its intent to <br />terminate this Agreement within thirty (30) days of the end of the then current term. <br />2. Voltus Managed Services <br />a. Scope of Services: Voltus will manage Customer's participation in the Program(s) listed on Exhibit 1, in accordance with rules <br />set forth by Voltus, the grid operator, and/or utility ("Operator"). Voltus will (i) work with Customer to develop an appropriate <br />curtailment plan; (ii) manage all aspects of Customer's participation in the Program(s) and (iii) process all Program financial <br />settlements in accordance with the rules set forth by the Operator. Voltus shall enroll Customer as soon as practicable in the <br />next Program period for each Program following the Effective Date. <br />b. Voltlet and VoltApp: Upon Customer's authorization, Voltus will equip Customer with a system that collects energy data ("Voltlet") <br />and provides visibility of this data through the Voltus cloud ("VoltApp"). At the Customer's request, such system may enable <br />remote distributed generation control and direct load management. Voltus will install the system at each Customer facility as <br />identified on Exhibit 1, which may be amended with the Customer's written consent, including email, to reflect additional <br />locations. <br />3. Customer Requirements <br />a. Utility Data: Customer hereby authorizes utility data access for Voltus for facilities listed on Exhibit 1. <br />b. Voltlet Installation: In the event a Voltlet needs to be installed, Customer will provide Voltus personnel, or their designee, with <br />access to meters and/or equipment at facilities listed on Exhibit 1. <br />c. Acceptance Testing: If the Program requires acceptance testing, Customer will work with Voltus to validate Customer capability <br />at each facility in a timely manner. <br />d. Performance: Customer will use best efforts to execute its curtailment plan when notified by Voltus in accordance with Program <br />rules. The capacity listed on Exhibit 1 represents the Parties' best estimate of performance and actual enrollment may vary. <br />4. Payments <br />a. LMR Capacity Payments: The payment rate for participation in the MISO LMR Program for the Program periods 2023-24 and <br />2024-25 shall be $27,000 per megawatt (MW) per year owing to Customer's performance, less $350 per Voltlet per month. For <br />subsequent Program years, Voltus shall provide Customer written notice of the fixed payment rate as soon as practicable and, <br />within 30 days of Voltus's notice, Customer shall elect to: (i) accept the fixed rate or (ii) receive 57% of the MISO auction clearing <br />price for such Program year. <br />b. Energy Payments: If Voltus is dispatched by MISO for the EDR Program and Customer is enrolled in such Program, Voltus will <br />pay Customer $2,200 per MWh owing to Customer's performance by facility. <br />c. Underperformance: By complying herewith, in no event shall Customer be penalized for underperformance. <br />d. Payment Timing: Voltus will issue Customer payment within 45 days of Voltus's receipt of payment from the Operator for (i) each <br />Program season if the Program has a fixed season, or (ii) the preceding quarter. <br />5. General Terms <br />a. Limitation on Liability: Voltus is not liable for Customer participation in Program(s). All remedies or damages are expressly <br />waived, including any indirect, punitive, special, consequential, or incidental damages, lost profit, or other business interruption <br />damages. <br />b. Program Changes. In the event that Program rules materially change, the Parties shall enter into good faith negotiations to <br />update the terms of the Agreement. <br />c. Assignment: Customer shall not assign or transfer this Agreement, including pursuant to a change of control, without Voltus's <br />prior written consent. <br />Voltus, Inc. Customer <br />Name: Name: <br />Title: Title: <br />Date: Date: <br />Email: Email: <br />Signature: Signature: <br />0 <br />