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Distributed Energy Resource Agreement
This Distributed Energy Resource Agreement (“Agreement”), effective as of the later signature date below (the “Effective Date”), is
made between Voltus, Inc. (“Voltus”), located at 2443 Fillmore St. #380-3427, San Francisco, CA 94115, and City of Oshkosh
(“Customer”), located at 15 Church Avenue, Oshkosh, Wisconsin 54901, United States. Any Exhibit, Appendix, or Program Detail Page
(as defined below) described herein is incorporated by reference and is binding on the parties.
1.Voltus Responsibilities.
a.DER Monetization: Voltus will manage Customer’s participation in distributed energy resource program(s), including without
limitation those listed on Exhibit 1 (the “Programs”), in accordance with rules set forth by Voltus, the grid operator and/or utility
(collectively, the “Operator”). Voltus will (i) work with Customer to develop a nomination and load reduction plan; (ii) notify
Customer of Program dispatches and (iii) process all Program financial settlements.
b.Voltus Technology: Upon Customer’s authorization, Voltus will equip Customer with a system (the “Voltus Technology”) that
collects energy data and provides visibility of this data through an Internet browser or API. At Customer’s request, the Voltus
Technology may enable remote device control and/or predictive energy analytics. Voltus will install the Voltus Technology at
each authorized Customer facility identified on Exhibit 1 (the “Facilities”), which may be amended by the parties (including via
email or other written consent by the Customer) to reflect additional locations.
2.Customer Requirements.
a.Utility Data: Customer authorizes Voltus to access Customer's utility data for the Facilities and to execute any necessary forms
on behalf of Customer (as Customer's authorized representative). Customer agrees that Voltus may provide this data to a third-
party partner that also provides products or services to Customer.
b.Voltus Technology Installation: In the event Voltus Technology needs to be installed, Customer will provide Voltus personnel, or
their designee, with access to meters and/or equipment at the Facilities.
c.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 (recognizing that actual
enrollment may vary).
3.Program Changes. Customer agrees and acknowledges that participation in any Program is subject to change during the Term.
Voltus may, upon prior written notice to Customer (and consent, if required under the relevant Program rules), withdraw Customer
from, or enroll Customer in, any Program or successor program. In the event Program rules materially change in a manner adverse
to any party, the parties will enter into good faith negotiations to modify the terms of this Agreement.
4.Payments.
a.Demand Response Capacity Payments: The payment rate for participation in the MISO Demand Response Program for the
Program periods 2026-27, 2027-28, and 2028-29 shall be a fixed price (“Fixed Price”) per megawatt (MW) per year as set
forth in Exhibit 1, owing to Customer’s performance and accreditation in the Program(s). 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, Voltus will pay Customer a certain percentage (“Energy Payments”) as set
forth in Exhibit 1, of the payments for energy during dispatches obtained by Voltus owing to Customer’s performance by Facility.
c.Underperformance: In the event of underperformance, as long as Customer is complying with the terms of this Agreement,
Customer will not be directly subject to financial penalties imposed by Operators as a result of such underperformance; provided,
however, that Voltus may offset such penalty amounts against any payments due to Customer.
d.Payment Term and Timing: Voltus will issue payment to Customer within 45 days of Voltus’ receipt of payment from the
Operator for (i) each Program season if the Program has a fixed season, (ii) the preceding quarter, or (iii) the preceding month
for operating reserve Programs (if applicable). Voltus shall pay Customer according to this Agreement , less $300 per Facility
per month for the aforementioned Voltus Technology.
5.Term and Termination. This Agreement will start on the Effective Date and automatically renew 72 months after the first day of
participation in the Programs for equal, subsequent terms (“Term”), unless either party provides notice of its intent to terminate this
Agreement within ninety (90) days of the end of the then-current term. Notwithstanding the foregoing, after the initial thirty-six (36)
months of the term of this Agreement, either party may terminate this Agreement for any reason prior to the commencement of the
next Program Planning Year (as defined in the Program Detail Page) by providing at least ninety (90) days prior written notice. For
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the avoidance of doubt, such termination shall take effect at the end of the current Program Planning Year in which the Customer is
participating in.
6.General Terms.
a.Confidentiality:
(i) "Confidential Information" means all information provided by one party to the other party relating to this Agreement,
except for information that: (i) is public knowledge at the time of disclosure or becomes public knowledge through no
act or omission of the receiving party; (ii) has been furnished to the receiving party by a third party whom the receiving party
reasonably believes has the right to provide the information without restriction on disclosure; (iii) was in the receiving party's
possession prior to disclosure and which was not acquired under obligations of confidentiality from the disclosing party; or (iv)
was independently developed by the receiving party without use of any Confidential Information of the disclosing party.
(ii) Subject to the Open Records Addendum set forth in Exhibit 2, neither party may use the Confidential Information
of the other party for any purpose outside of the scope of this Agreement or disclose it to any third party (except as set forth
herein) without the disclosing party’s prior written consent. Customer acknowledges that Voltus may receive Customer
Confidential Information through data collected through the Voltus Technology or otherwise, which may be used or disclosed
by Voltus as necessary for the performance of the Agreement and improvement and development of the Programs and related
services.
b.Indemnification: Each party shall defend any claim, suit or proceeding brought by a third party, and indemnify and hold the
other harmless from and against any final settlement amounts and/or damages awarded by a court of final jurisdiction
(collectively “Claims”) (i) in connection with death, personal injury, or damage to tangible, personal property resulting from the
willful misconduct or negligence of the indemnifying party's employees or representatives and (ii) compliance with applicable
laws; provided that the indemnified party (a) promptly notifies the indemnifying party in writing of the Claim, (b) permits the
indemnifying party to have sole control over, and reasonably cooperates with the indemnifying party in, the defense or
settlement of the Claim, and (c) will have the right to provide for its separate defense at its own expense.
c.Limitation of Liability: Neither party will be liable for consequential, indirect, special, punitive or incidental damages or for
aggregate direct damages in excess of the amounts paid hereunder during the 12 months preceding the claim in question.
d. Miscellaneous: This Agreement: (a) shall include the details of each Program as provided by Voltus to Customer and updated
from time to time (“Program Detail Page”); (b) shall be governed by and construed in accordance with the laws of Delaware,
without giving effect to principles of conflicts of law and (c) may be amended only by a written agreement executed by an
authorized representative of each party. If any term or other provision of this Agreement is invalid, illegal, or incapable of being
enforced by any rule of law or public policy, all other terms and conditions shall remain in full force and effect. Neither party
shall have any liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake,
power failure, riot, explosion, embargo, strike, labor or material shortage, work slowdown, or any other condition beyond the
reasonable control of such party. Neither party may assign or transfer any of its rights or obligations hereunder without the
prior written consent of the other party, not to be unreasonably withheld or delayed, except in connection with a merger or
acquisition of Voltus. Section 6 shall survive any termination or expiration of this Agreement.
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Voltus, Inc. City of Oshkosh
Name: [voltusIncSignerName_7HvgNNe]Name: Rebecca Grill
Title:[voltusIncSignerTitle_Ycp9vNG]Title: City Manager ManagerunterpartySignerTextField_l6npv1K]
Signature:[v]Signature:[counterpartySignerSignature_HBHse9K]
Date:[voltusIncSignerDateField_jSFe1aF]Date:[counterpartySignerDateField_LxJ00Uq]
City of Oshkosh
Name: Darla Salinas
Title: City Clerk
Signature:[counterpartySignerSignature_HBHse9K]
Date:[counterpartySignerDateField_LxJ00Uq]
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Kara Moffa
1/15/2026
1/15/2026
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City of Oshkosh
Approved as to form
Name: David Praska
Title: ] Interim City Attorney
Signature:[counterpartySignerSignature_HBHse9K]
Date:[counterpartySignerDateField_LxJ00Uq]
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Exhibit 1
Program Operator and
Name Facility Address
Fixed Price (USD)Energy
Payments
(%)
Estimated
Capacity
(kW)
MISO Demand
Response
233 N Campbell Rd, Oshkosh, WI 54902
425 Lake Shore Dr, Oshkosh, WI 54901
$40,000.00 57 1,501
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Exhibit 2
Wisconsin Public Records Law and Other Laws. Notwithstanding any other term of this Agreement,
whether identified before or after this paragraph, and including other terms referenced or linked to this
Agreement,
(a) The City of Oshkosh is statutorily required to comply with the Wisconsin Public Records laws as
well as other laws. Nothing in this Agreement shall prevent or prohibit the City of Oshkosh from
complying with Wisconsin Public Records or other laws, or from handling records in a manner consistent
with Wisconsin Public Records or other laws. In the event the City of Oshkosh’s compliance Wisconsin
Public Records laws, or compliance with other laws, conflicts with any term of this Agreement, whether
the term is explicitly stated, or referenced, or linked, the City of Oshkosh will comply with the applicable
law and such compliance shall not be considered a breach, default, waiver, or other violation of any term
of this Agreement.
(b) For purposes of clarification, but without limitation, the City of Oshkosh acknowledges the
intellectual property and trade secrets rights of Voltus, as well as those of Voltus’s subsidiaries and
affiliates. This section is not intended to limit the aforementioned intellectual property or trade secret
rights as may be otherwise described herein.
(c) For purposes of clarification, but without limitation, the parties note that this Agreement includes
various terms which may be similar, and used together, but which are not legally interchangeable. It is
acknowledged that intellectual property, proprietary information, confidential information, and
information subject to privacy laws may seem in some sense to be the same, but each are different in nature
and are subject to different legal protections. It is the intent of the parties to interpret each term according
to each term’s unique characteristics. The Wisconsin Public Records laws prevents public release of some
of the aforementioned type of information, including: Wis. Stat 19.35(1)(records, such as intellectual
property, subject to protection by other federal or state laws); Wis Stat 19.36(4)(computer programs); Wis
Stat 19.36(5)(trade secrets); and, Wis Stat 19.36(13)(financial identifying information). Wisconsin Public
Records laws do not prevent public disclosure and use of information that entities may believe are
proprietary or confidential, unless that information is explicitly protected by one of the previously
mentioned laws.
(d) For purposes of further clarification, but without limitation, the City of Oshkosh notes that
computer programs and software is protected from public disclosure, as noted above. However, Wis. Stat.
19.36(4) explicitly states that all material used for input into the computer program, and all material
produced as a product of the computer program is subject to public examination and copying unless
otherwise explicitly protected by law from inspection and copying. Therefore, regardless of any notations
of confidentiality placed on any input to the computer program, or output from the computer program,
such records will be considered records available for public inspection, copying, and use unless
information is otherwise protected from public disclosure by law. In cases where warranted, the City
agrees to use the public records balancing test analysis. In all cases, Wisconsin law reviewed in a Wisconsin
venue will determine all public records issues, including but not limited to which records are made
publicly available. This Agreement, communications related to this Agreement, and pricing related to this
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Agreement are considered subject to public inspection and copying, and public use without restriction.
(e) In the event the City of Oshkosh receives a Public Records request seeking records other than this
Agreement, pricing, communications related to this Agreement, or reports, analysis, or other material
produced by the subject software, the City will notify Voltus of the request and allow Voltus the ability to
take steps it deems necessary to protect such information. If it is the City’s position that the requested
records are subject to public inspection and copying according to Wisconsin Public Records laws, and if
Voltus disagrees with the City’s conclusion, then Voltus may take any lawful action it deems necessary to
protect its interests provided such action does not interfere with the City of Oshkosh’s obligations to
respond to the request as soon as practicable and without delay. Any resulting actions by Voltus shall be
taken at Voltus’s own risk and cost, regardless of the result of such action.
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Midcontinent Independent System Operator (MISO) Load Modifying Resource (LMR) and Emergency
Demand Response (EDR))
1. Program Description
The MISO demand response program compensates large electricity users for reducing consumption when the
regional electrical grid is nearing the potential for a blackout. The MISO demand response program, which
includes both the Load Modifying Resource (“LMR”) Program and the Emergency Demand Response (“EDR”)
Program, is designed to help maintain reliable electricity across its 12 state region and the Canadian province
of Manitoba. The link to program documentation can be found here: MISO Program Link
2. Program Rules
The terms of this Agreement will reflect MISO's program terms and conditions which may be amended from
time to time by MISO, the current terms of which are summarized below.
Program Availability
Demand response events may be called during the following (“Seasonal Program Periods”):
June 1- August 31 (the “Summer Period”)
September 1 - November 30 (the “Fall Period”)
December 1 - February 28 (or 29 if applicable) (the “Winter Period”)
March 1 - May 31 (the “Spring Period”)
Customer may be enrolled in one or any combination of Seasonal Program Periods.
Event Trigger
Demand response events can be called when MISO reaches North American Electric Reliability Corporation
Emergency Alert 2 at which point MISO is allowed to dispatch demand response. MISO may also call the
Program in anticipation of an emergency, before one is actually declared, but if a NERC Alert 2 is not declared
at least 2 hours before the dispatch start time, the dispatch must be called off.
Advanced Notification
Customer is expected to reduce demand by the start of the demand response event and will be provided
between 2 and 6 hours advance notice, depending on the customer’s preference. Voltus agrees to provide
demand response event notification, and curtailment plan instructions, in the form of email and phone calls to
Customer-designated personnel.
Event Frequency & Duration
Demand response events last up to four (4) hours. The seasonal limit for dispatches are: 5 each in Summer
Period and Winter Period, 3 each in Fall Period and Spring Period.
3. Customer Performance
For purposes of this Agreement, Performance during a Seasonal Program Period shall be defined as the
average difference between the measured electricity demand (in kilowatts (kW)) and baseline electricity
demand (in kW), calculated in accordance with Operator Program Rules, and as measured by electricity
interval data supplied by Customer metering or the Voltlet in the event that one is installed and used at a site.
4. Fixed Price Allocation
If Customer receives an annual fixed price in the applicable Agreement, then the annual fixed price shall be
applied proportionately across each Seasonal Program Period in accordance with the MISO Planning
Resource Auction (“PRA”) clearing price for each Seasonal Program Period. For example, if a customer’s
annual fixed price in their agreement is $10,000 per megawatt (MW) per year, the following example shows
how customer seasonal payments would be calculated:
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Seasonal Program Period MISO % Allocation of Annual
PRA Clearing Price
Payment to Customer (based
on 100% performance)
Summer 78%$7,800 per MW
Fall 10%$1,000 per MW
Winter 4% $400 per MW
Spring 8%$800 per MW
5. Revenue Sharing Rate
Unless otherwise expressly agreed upon by Customer and Voltus, if a Customer receives a split of the revenue
share in the applicable Agreement, such revenue share pricing is based upon the relevant Zonal clearing price
in the applicable MISO Planning Resource Auction.
6. EDR Program Eligibility
If eligible, Customer shall be enrolled in the EDR Program in addition to the LMR Program, provided however,
if Customer is ineligible to enroll in the EDR Program, “Program” as used in the Agreement shall refer only to
the LMR Program.
7. Customer Acknowledgment
Customer hereby acknowledges that it bears full responsibility for its own engines’ operations and for full
compliance with, and any penalties under, the Federal Clean Air Act and all other local and state
rules. Customer is responsible for all required emissions testing and generator maintenance. Customer also
acknowledges that Voltus will be relying upon the information provided in the generator form questionnaire and
will notify Voltus of any changes.
Confidentiality Notice: The information found herein is confidential. Any unauthorized review, use,
access, disclosure, or distribution is prohibited.
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