These Customer Participation Terms (this "Agreement"), effective as of 1 JUL 2019, the scope of which is described more fully below, is between Omega Grid, LLC. ("Omega Grid" or "OG"), a Delaware company located at 4422 N Ravenswood, Chicago, IL 60640, and you, a Burlington Electric Department customer ("Customer"). Omega Grid and Customer are collectively referred to herein as the Parties ("Parties") to this Agreement.
The Customer is of the opinion that Omega Grid has the necessary qualifications, experience, and abilities to provide services to the Customer. Omega Grid is agreeable to providing such services to the Customer on the terms and conditions set out in this Agreement. In consideration of the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt, and sufficiency of which consideration is hereby acknowledged, the Parties agree as follows:
1. Software and Hardware Equipment
Omega Grid agrees to provide Customer access to the Omega Grid System (the "Omega Grid System"), which includes access to the Omega Grid Software and necessary hardware equipment if applicable. The Omega Grid System enables bidding operations, data collection, real-time data communication, and Internet-based reporting and analytics.
Delivery and installation. Omega Grid agrees to provide Customer access, free of charge, in a good and workmanlike manner to the Omega Grid System.
Term. This Agreement shall commence on 1 JUL 2019 and end on 31 DEC 2019, (the “Term”). The scope of services provided herein will reflect the Transmission, Capacity and Energy Charges Reduction Program (the "Program") as described below the rules of which are subject to amendment from time to time.
Compliance. During the Term of this Agreement, Omega Grid will use commercially reasonable efforts to ensure that the Omega Grid System meets all technical requirements for Customer to qualify for payments from Omega Grid under the Program.
2. Transmission, Capacity and Energy Charges Reduction Program
The Program deploys a local market that incentivizes customers to use their flexibility capabilities to reduce loads in response to a dynamic incentive pricing event. The goal is to reduce the peak charges faced by Burlington Electric Department (BED) on the monthly Vermont and annual New England peak load hours. Customers are rewarded with tokens for their contribution to the Program. A rewards pool (“Funds”) will be funded monthly by BED with Realized Benefits (see Attachment A) from wholesale markets. 70% of the Realized Benefits will be deposited in the Funds used to buy tokens back from customers participating in the Program.
Omega Grid will notify the Customer the day before a Peak Event (a day that BED believes that load reduction would be mutually beneficial). The Customer can elect to receive all the notifications or set compensation thresholds for their participation (Bids) so they are automatically committed to participate when it is economical for the Customer.
Omega Grid will provide an estimate of the expected normal Customer electricity usage during the Peak Events (Estimated Baseline). Customers will be notified of the Expected Value (compensation by hour expected for reduction of usage). Compensation will be calculated based on the difference of Actual Usage (the Customer’s meter data reported by BED during the Peak Event hours) and the Calculated Baseline (an estimate of usage had the customer not been participating in the program during the event) multiplied by that hours Expected Value.
Compensation (tokens) = Expected Value (tokens/kWh) x [ Calculated Baseline (kWh) – Actual Usage (kWh) ]
Tokens will be assigned to the Customer as soon as meter data is received from BED. Tokens can be transferred between BED customers or participating merchants at any time. Tokens become redeemable with Omega Grid for US Dollars after the Funds are deposited by BED for the month in which the Tokens were awarded. Any Funds unredeemed by the end of the month will be combined with the following month’s Funds. All redeemable tokens that have not yet been redeemed will then be redeemable at a rate equal to the total outstanding Funds divided by the total redeemable tokens.
3. Services Provided
Omega Grid agrees to help manage Customer's participation in the Program. Omega Grid will notify Customer of anticipated peak events (“Peak Events”), provide Customer with information for participation in the Program, store and accept Customer’s bids, send flexibility activation orders to Customer, interface with generator command controls and/or battery management systems and/or through direct load control management systems as applicable, distribute tokens to the Customer and buy back tokens from the Customer. Omega Grid will coordinate with BED to capture kilowatt-hour (kWh) readings from Customer's primary utility meter to provide Customer with verification of their participation.
Omega Grid shall make payments under the Program, as set forth below.
Flexible Capacity. Customer agrees to reduce net electrical demand at Customer’s site during Peak Events when notified by Omega Grid according to the requirements defined in Article 2. In no event shall Customer be penalized for underperformance or non-performance. Non-reward of tokens for non-performance will not be considered a penalty.
Peak Event Rewards. Omega Grid will reward or debit Customer with Tokens for responding to a Peak Event according to the requirements defined in Article 2.
Token Exchange. Omega Grid agrees to exchange tokens for US Dollars from Customer with a valuation of the tokens based on The Funds provided by BED (70% of the Net Reduction Value achieved), according to the requirements defined in Article 2. Tokens are eligible for exchange with Omega Grid for US Dollars following deposit of The Funds by BED as described in Article 2.
Compensation Timing. Omega Grid shall issue Tokens to the Customer account as soon as Actual Usage and the Adjusted Baseline are confirmed by BED as described in Article 2.1
4. Customer Support Requirements
Acceptance Testing. Customer agrees to collaborate with Omega Grid in testing access to the Omega Grid System at Customer’s site in a timely manner.
Third Party Restrictions. Customer shall not allow any third party to use or examine the Omega Grid System without prior written consent of Omega Grid.
Trade Secret Protection Obligations. Customer shall not alter, reverse engineer, disassemble, decompile or copy the Omega Grid System, and shall not disclose information it receives regarding the Omega Grid System to any other person
Confidentiality. Customer and Omega Grid acknowledge that each may receive trade secrets and other confidential information of the other, including without limitation information, materials, oral and written reports, ideas, concepts and know-how regarding the characteristics, performance, state of development and potential shipment date(s) of the Omega Grid System, information collected by the Omega Grid System including load and operating data, and information contained in this Agreement (collectively, “Program information"). As between Customer and Omega Grid, all Program Information is owned exclusively by Omega Grid, and may be used by Omega Grid for any business purpose it may choose (so long as it does not disclose the identity of or any uniquely identifiable confidential information of Customer). Customer shall not disclose any Program Information to any person during the term of this Agreement or for a period of two (2) years thereafter.
5. General Terms
Limitation of Liability. Omega Grid's liability hereunder is limited to direct actual damages as the sole and exclusive remedy, and total damages shall not exceed the total amount paid to Customer under this Agreement during the six-month period immediately preceding the event giving rise to the claim(s). All other remedies or damages (at law, in equity, tort, contract, or otherwise) are expressly waived, including any indirect, punitive, special, consequential, or incidental damages, lost profit, or other business interruption damages.
Choice of Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of Vermont, without giving effect to choice of law rules that would require the application of any other law.
Miscellaneous. This Agreement contains the entire agreement between Customer and Omega Grid. This Agreement can be amended only In writing with signatures of both parties. If any of its provisions shall be held invalid or unenforceable, this Agreement shall be construed as If not containing those provisions and the rights and obligations of the parties hereto shall be construed and enforced accordingly. This Agreement shall be binding upon the parties together with their successors and assigns.
Status of the Parties. The relationship between Omega Grid and Customer hereunder shall be solely that of independent contractors and nothing contained herein shall be construed to create any other relationship.
Force Majeure. Omega Grid and Customer shall be excused for any failure or delay in the performance of their respective obligations hereunder due to acts of God or the public enemy, acts of terrorism, compliance in good faith with any applicable governmental regulation or order whether or not it proves to be valid, fires, floods, riots, strikes, labor disputes, freight embargoes or transportation delays, shortage or labor, inability to secure fuel, material, supplies, equipment or power at reasonable prices or on account of shortages thereof, unusually severe weather or any other cause beyond their reasonable control.
Attachment A: Definition of Realized Benefits
Realized Benefits (as referenced in Article 2) to BED is equal to the Net Reduction Value, defined as the Wholesale Energy Market Cost Reduction minus the Estimated Value of Lost Sales.
Wholesale Energy Market Cost Reduction: Energy, Transmission, and Capacity (defined as follows) cost reductions resulting from actions taken by Customers.
Capacity: ISO-NE Capacity Load Obligation savings resulting from reductions in BED’s load at the time of the ISO-NE annual peak (from what would have occurred absent the Program)
Approximate Value of Lost Sales. The impact on BED of lost retail sales revenue estimated as follows
$170 per MWh or;
Such other value or calculation as may be agreed to in writing by OG and the Customer.
Estimated Value (as referenced in Article 2) to the customer is 70% of BED’s estimate (in tokens per kWh where one token is estimated to be equal to one US Dollar) of the net value to BED of the cost reductions and lost sales described in the above Realized Benefits section.
4422 N Ravenswood
Chicago, IL 60640