5.4a ERMUSR 02-14-20230 „1
Distributed Energy Resource Agreement
This Distributed Energy Resource Agreement ("Agreement"), effective as of the later signature date ("Effective Date"), is made between
Voltus, Inc. ("Voltus" and "Party"), located at 2443 Fillmore St. #380-3427, San Francisco, CA 94115, and Elk River Municipal Utilities
("Customer" and "Party"), located at
Any Exhibit or Appendix attached hereto shall be incorporated herein by reference and be binding on the Parties.
1. Term. This Agreement will start on the Effective Date and automatically renew 60 months after the first day of participation in the
distributed energy resource program(s) ("Program") for equal, subsequent terms unless either Party provides notice of its intent to
terminate this Agreement within thirty (30) days of the end of the then current term.
2. Voltus Managed Services
a. Scope of Services: Voltus will manage Customer's participation in the Program(s) listed on Exhibit 1, in accordance with rules
set forth by Voltus, the grid operator, and/or utility ("Operator"). Voltus will (i) work with Customer to develop an appropriate
curtailment plan; (ii) manage all aspects of Customer's participation in the Program(s) and (iii) process all Program financial
settlements in accordance with the rules set forth by the Operator. Voltus shall enroll Customer as soon as practicable in the
next Program period for each Program following the Effective Date.
b. Voltlet and VoltApp: Upon Customer's authorization, Voltus will equip Customer with a system that collects energy data ("Voltlet")
and provides visibility of this data through the Voltus cloud ("VoltApp"). At the Customer's request, such system may enable
remote distributed generation control and direct load management. Voltus will install the system at each Customer facility as
identified on Exhibit 1, which may be amended with the Customer's written consent, including email, to reflect additional
locations.
3. Customer Requirements
a. Utility Data: Customer hereby authorizes utility data access for Voltus for facilities listed on Exhibit 1.
b. Voltlet Installation: In the event a Voltlet needs to be installed, Customer will provide Voltus personnel, or their designee, with
access to meters and/or equipment at facilities listed on Exhibit 1.
c. Acceptance Testing: If the Program requires acceptance testing, Customer will work with Voltus to validate Customer capability
at each facility in a timely manner.
d. Performance: Customer will use best efforts to execute its curtailment plan when notified by Voltus in accordance with Program
rules. The capacity listed on Exhibit 1 represents the Parties' best estimate of performance and actual enrollment may vary.
4. Payments
a. LMR Capacity Payments: The payment rate for participation in the MISO LMR Program for the Program periods 2023-24 and
2024-25 shall be $27,000 per megawatt (MW) per year owing to Customer's performance, less $350 per Voltlet per month. For
subsequent Program years, Voltus shall provide Customer written notice of the fixed payment rate as soon as practicable and,
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
price for such Program year.
b. Energy Payments: If Voltus is dispatched by MISO for the EDR Program and Customer is enrolled in such Program, Voltus will
pay Customer $2,200 per MWh owing to Customer's performance by facility.
c. Underperformance: By complying herewith, in no event shall Customer be penalized for underperformance.
d. Payment Timing: Voltus will issue Customer payment within 45 days of Voltus's receipt of payment from the Operator for (i) each
Program season if the Program has a fixed season, or (ii) the preceding quarter.
5. General Terms
a. Limitation on Liability: Voltus is not liable for Customer participation in Program(s). All remedies or damages are expressly
waived, including any indirect, punitive, special, consequential, or incidental damages, lost profit, or other business interruption
damages.
b. Program Changes. In the event that Program rules materially change, the Parties shall enter into good faith negotiations to
update the terms of the Agreement.
c. Assignment: Customer shall not assign or transfer this Agreement, including pursuant to a change of control, without Voltus's
prior written consent.
Voltus, Inc. Customer
Name: Name:
Title: Title:
Date: Date:
Email: Email:
Signature: Signature:
0
Exhibit 1
The descriptions for the Programs listed below are located at: https://www.voltus.co/contract/welcome
Program Operator and Name Facility Address Estimated
MISO LMR/EDR I INSERT ADDRESS HERE 1 5,000 to
01,