Common use of DERs Monitoring Clause in Contracts

DERs Monitoring. (i) The Parties acknowledge that, during the Term, DERMS may progress in a manner that allows SCE to exercise greater access to real-time monitoring of grid assets, including Distributed Energy Resources, consistent with interconnection facilities requirements (“DERs Monitoring”). If such DERMS become available during the Term, Xxxxxx agrees to implement DERs to DERMS interfacing equipment to the Project to allow for such DERs Monitoring. (ii) Once the DERMS become available within SCE’s service territory, as determined by SCE, Seller agrees to change the Project to allow SCE to implement DERs Monitoring, including the installation of any necessary telemetry or equipment required for such DERs Monitoring (“DER Upgrade”). Prior to the purchase and installation of any equipment for the implementation of DERs Monitoring, Seller shall (A) consult with SCE regarding all proposed installation plans and equipment modifications and (B) obtain SCE approval of any such proposed installation plans and equipment modifications. (iii) Subject to this Section 6.01(d), Seller shall not be responsible for any out-of-pocket expenses in order to make any DER Upgrade. If Seller reasonably anticipates that it will incur out-of-pocket expenses to effectuate any DER Upgrade required by SCE, Seller shall provide Notice to SCE of such anticipated out-of-pocket expenses. SCE will have sixty (60) days to evaluate such Notice (during which time period Seller shall not be obligated to take any actions to implement the DER Upgrade) and shall, within such time, either: (A) Agree to reimburse Seller for all or some portion of such costs (such SCE-agreed upon costs, the “Accepted DER Costs”). If SCE agrees to reimburse Seller for the Accepted DER Costs, then Seller shall install and implement such DER Upgrade covered by the Accepted DER Costs and SCE shall reimburse Seller for Seller’s actual costs to effect the DER Upgrade, not to exceed the Accepted DER Costs; or (B) Waive Seller’s obligation to implement such DER Upgrade, or any part thereof for which SCE has not agreed to reimburse Seller. Notwithstanding the foregoing, to the extent that this Agreement (other than pursuant to this Section 6.01(d)), the CAISO Tariff, Applicable Laws, Seller’s interconnection agreement, or SCE, in its capacity as participating transmission or distribution owner, requires Seller to make a DER Upgrade, Seller shall implement such DER Upgrade and shall bear the entire cost of any such DER Upgrades.

DERs Monitoring. {SCE Note: Applicable to distribution system connected projects. Intentionally delete for Transmission connected projects.} (i) The Parties acknowledge that, during the Term, DERMS may progress in a manner that allows SCE to exercise greater access to real-time monitoring of grid assets, including Distributed Energy Resources, consistent with interconnection facilities requirements (“DERs Monitoring”). If such DERMS become available during the Term, Xxxxxx agrees to implement DERs to DERMS interfacing equipment to the Project to allow for such DERs Monitoring. (ii) Once the DERMS become available within SCE’s service territory, as determined by SCE, Seller agrees to change the Project to allow SCE to implement DERs Monitoring, including the installation of any necessary telemetry or equipment required for such DERs Monitoring (“DER Upgrade”). Prior to the purchase and installation of any equipment for the implementation of DERs Monitoring, Seller shall shall (A) consult with SCE regarding all proposed installation plans and equipment modifications and (B) obtain SCE approval of any such proposed installation plans and equipment modifications. (iii) Subject to this Section 6.01(d), Seller shall not be responsible for any out-of-pocket expenses in order to make any DER Upgrade. If Seller reasonably anticipates that it will incur out-of-pocket expenses to effectuate any DER Upgrade required by SCE, Seller shall provide Notice to SCE of such anticipated out-of-pocket expenses. SCE will have sixty (60) days to evaluate such Notice (during which time period Seller shall not be obligated to take any actions to implement the DER Upgrade) and shall, within such time, either: (A) Agree to reimburse Seller for all or some portion of such costs (such SCE-agreed upon costs, the “Accepted DER Costs”). If SCE agrees to reimburse Seller for the Accepted DER Costs, then Seller shall install and implement such DER Upgrade covered by the Accepted DER Costs and SCE shall reimburse Seller for Seller’s actual costs to effect the DER Upgrade, not to exceed the Accepted DER Costs; or (B) Waive Seller’s obligation to implement such DER Upgrade, or any part thereof for which SCE has not agreed to reimburse Seller. Notwithstanding the foregoing, to the extent that this Agreement (other than pursuant to this Section 6.01(d)), the CAISO Tariff, Applicable Laws, Seller’s interconnection agreement, or SCE, in its capacity as participating transmission or distribution owner, requires Seller to make a DER Upgrade, Seller shall implement such DER Upgrade and shall bear the entire cost of any such DER Upgrades.

DERs Monitoring. (i) The Parties acknowledge that, during the Term, DERMS GDERMS may progress in a manner that allows SCE to exercise greater access to real-time monitoring of grid assets, including Distributed Energy ResourcesDERs, consistent with interconnection facilities requirements (“DERs Monitoring”). If such DERMS GDERMS become available during the Term, Xxxxxx Seller agrees to implement DERs new or upgraded DER to DERMS GDERMS interfacing equipment to the Project to allow for such DERs Monitoring. (ii) . Once the DERMS GDERMS become available within SCE’s service territory, as determined by SCE, Seller agrees to change the Project to allow SCE to implement DERs Monitoring, including the installation of any necessary telemetry or equipment required for such DERs Monitoring (“DER Upgrade”). Prior to the purchase and installation of any equipment for the implementation of DERs Monitoring, Seller shall shall (A) consult with SCE regarding all proposed installation plans and equipment modifications and (B) obtain SCE approval of any such proposed installation plans and equipment modifications. (iii) . Subject to this Section 6.01(d6.01(e), Seller shall not be responsible for any out-of-pocket expenses in order to make any DER Upgrade. If Seller reasonably anticipates that it will incur out-of-pocket expenses to effectuate any DER Upgrade required by SCE, Seller shall provide Notice to SCE of such anticipated out-of-pocket expenses. SCE will have sixty (60) days to evaluate such Notice (during which time period Seller shall not be obligated to take any actions to implement the DER Upgrade) and shall, within such time, either: (A) : Agree to reimburse Seller for all or some portion of such costs (such SCE-agreed upon costs, the “Accepted DER Costs”). If SCE agrees to reimburse Seller for the Accepted DER Costs, then Seller shall install and implement such DER Upgrade covered by the Accepted DER Costs and SCE shall reimburse Seller for Seller’s actual costs to effect the DER Upgrade, not to exceed the Accepted DER Costs; or (B) or Waive Seller’s obligation to implement such DER Upgrade, or any part thereof for which SCE has not agreed to reimburse Seller. Notwithstanding the foregoing, to the extent that this Agreement (other than pursuant to this Section 6.01(d6.01(e)), the CAISO Tariff, Applicable Laws, Seller’s interconnection agreement, or SCE, in its capacity as participating transmission or distribution owner, requires Seller to make a DER Upgrade, Seller shall implement such DER Upgrade and shall bear the entire cost of any such DER Upgrades. Seller’s Maintenance and Repair Obligations. Seller shall inspect, maintain, and repair the Project and, if necessary, replace, each Storage Unit and Prevention Equipment, and any portion thereof, in accordance with applicable Industry Standards. Seller shall maintain, and deliver to SCE upon request, maintenance and repair records of each Storage Unit. Subject to Section 6.02(c), Seller shall promptly make all necessary repairs to the Project or, if necessary, replacement of each Storage Unit, and any portion thereof, and take all actions necessary in order to provide the Product to SCE in accordance with the terms of this Agreement. If: an equipment failure (regardless of when such equipment failure occurs) with respect to any single Storage Unit results in the Expected Contract Quantity for such Storage Unit being less than or equal to seventy-five percent (75%) of the applicable SU Contract Capacity for such Storage Unit on average for a period of time exceeding forty-five (45) consecutive days during any RA Period, a Contract Capacity and Ancillary Service Test demonstrates that, during any Put Period: the Discharging Capacity of any single Storage Unit is less than or equal to seventy-five percent (75%) of the applicable SU Contract Capacity, the Charging Capacity of any single Storage Unit is less than or equal to seventy-five percent (75%) of the applicable SU Contract Capacity, or the Storage Capacity of any single Storage Unit is less than or equal to seventy-five percent (75%) of the applicable Maximum Storage Level, an equipment failure (regardless of when such equipment failure occurs) with respect to any single Storage Unit results, during any Put Period, in: the Discharging Capacity of such Storage Unit being, less than or equal to seventy-five percent (75%) of the applicable SU Contract Capacity on average for a period of time exceeding seven (7) consecutive days, the Charging Capacity of such Storage Unit being, less than or equal to seventy-five percent (75%) of the applicable SU Contract Capacity on average for a period of time exceeding seven (7) consecutive days, the Storage Capacity of such Storage Unit being, less than or equal to seventy-five percent (75%) of the applicable Maximum Storage Level on average for a period of time exceeding seven (7) consecutive days, Seller shall repair such Storage Unit in accordance with Prudent Electrical Practices and the procedure set forth in this Section 6.02. Within fourteen (14) days after any such failure, Seller shall complete a Successful Repair or present to SCE a description of the reason for the failure and a plan and schedule for completing a Successful Repair (the “Repair Plan”). If SCE and Seller disagree about the Repair Plan, SCE may, at its expense, hire an independent third party engineering firm reasonably acceptable to Seller (the “Independent Engineer” or “IE”), to perform an on-site assessment of the situation and make recommendations for completing a Successful Repair. Upon two (2) Business Days’ Notice by SCE, Seller shall grant the IE and SCE personnel access to the Storage Unit(s) and all relevant information including log books, maintenance records and reports, and other applicable materials. After seven (7) days of the delivery to Seller of the IE’s engineering report, if the IE determines and reports, consistent with Industry Standards, that Seller fails, in any material respect to meet the IE’s recommendations for the Successful Repair (as such recommendations may be updated by the IE) or to make sufficient progress towards a Successful Repair, SCE shall have the right in its sole discretion to (i) exercise its Storage Unit Removal Right; or (ii) declare an Event of Default pursuant to Section 10.01(b)(xiv).

DERs Monitoring. (i) The Parties acknowledge that, during the Term, DERMS GDERMS may progress in a manner that allows SCE to exercise greater access to real-time monitoring of grid assets, including Distributed Energy ResourcesDERs, consistent with interconnection facilities requirements (“DERs Monitoring”). If such DERMS GDERMS become available during the Term, Xxxxxx Seller agrees to implement new or upgraded DERs to DERMS GDERMS interfacing equipment to the Project to allow for such DERs Monitoring. (ii) . Once the DERMS GDERMS become available within SCE’s service territory, as determined by SCE, Seller agrees to change the Project to allow SCE to implement DERs Monitoring, including the installation of any necessary telemetry or equipment required for such DERs Monitoring (“DER Upgrade”). Prior to the purchase and installation of any equipment for the implementation of DERs Monitoring, Seller shall shall (A) consult with SCE regarding all proposed installation plans and equipment modifications and (B) obtain SCE approval of any such proposed installation plans and equipment modifications. (iii) . Subject to this Section 6.01(d), Seller shall not be responsible for any out-of-pocket expenses in order to make any DER Upgrade. If Seller reasonably anticipates that it will incur out-of-pocket expenses to effectuate any DER Upgrade required by SCE, Seller shall provide Notice to SCE of such anticipated out-of-pocket expenses. SCE will have sixty (60) days to evaluate such Notice (during which time period Seller shall not be obligated to take any actions to implement the DER Upgrade) and shall, within such time, either: (A) : Agree to reimburse Seller for all or some portion of such costs (such SCE-agreed upon costs, the “Accepted DER Costs”). If SCE agrees to reimburse Seller for the Accepted DER Costs, then Seller shall install and implement such DER Upgrade covered by the Accepted DER Costs and SCE shall reimburse Seller for Seller’s actual costs to effect the DER Upgrade, not to exceed the Accepted DER Costs; or (B) or Waive Seller’s obligation to implement such DER Upgrade, or any part thereof for which SCE has not agreed to reimburse Seller. Notwithstanding the foregoing, to the extent that this Agreement (other than pursuant to this Section 6.01(d)), the CAISO Tariff, Applicable Laws, Seller’s interconnection agreement, or SCE, in its capacity as participating transmission or distribution owner, requires Seller to make a DER Upgrade, Seller shall implement such DER Upgrade and shall bear the entire cost of any such DER Upgrades. Seller’s Maintenance and Repair Obligations. Seller shall inspect, maintain, and repair the Project and, if necessary, replace, each Storage Unit and Prevention Equipment, and any portion thereof, in accordance with applicable Industry Standards. Seller shall maintain, and deliver to SCE upon request, maintenance and repair records of each Storage Unit. Subject to Section 6.02(c), Seller shall promptly make all necessary repairs to the Project or, if necessary, replacement of each Storage Unit, and any portion thereof, and take all actions necessary in order to provide the Product to SCE in accordance with the terms of this Agreement. If: the currently effective Unit NQC of any single Storage Unit is at any time, less than or equal to seventy-five percent (75%) of the applicable SU Capacity for such Storage Unit, or the currently effective Unit EFC of any single Storage Unit is at any time, less than or equal to seventy-five percent (75%) of the applicable SU Flexible Capacity for such Storage Unit, Then, Seller shall repair such Storage Unit in accordance with Prudent Electrical Practices and the procedure set forth in this Section 6.02. Within fourteen (14) days after any such failure, Seller shall complete a Successful Repair or present to SCE a description of the reason for the failure and a plan and schedule for completing a Successful Repair (the “Repair Plan”). If SCE and Seller disagree about the Repair Plan, SCE may, at its expense, hire an independent third party engineering firm reasonably acceptable to Seller (the “Independent Engineer” or “IE”), to perform an on-site assessment of the situation and make recommendations for completing a Successful Repair. Upon two (2) Business Days’ Notice by SCE, Seller shall grant the IE and SCE personnel access to the Storage Unit(s) and all relevant information including log books, maintenance records and reports, and other applicable materials. After seven (7) days of the delivery to Seller of the IE’s engineering report, if the IE determines and reports, consistent with Industry Standards, that Seller fails, in any material respect to meet the IE’s recommendations for the Successful Repair (as such recommendations may be updated by the IE) or to make sufficient progress towards a Successful Repair,, SCE shall have the right in its sole discretion to (i) exercise its Storage Unit Removal Right; or (ii) declare an Event of Default pursuant to Section 10.01(b)(xii). If an Event of Default pursuant to Section 10.01(b)(xii) has occurred, then SCE shall have the right in its sole discretion to (i) exercise its Storage Unit Removal Right; or (ii) declare an Event of Default pursuant to Section 10.01(b)(xii). Seller shall not allow (i) the Unit NQC of any Storage Unit to fall below seventy-five percent (75%) of the applicable SU Capacity or (ii) the Unit EFC of any Storage Unit to fall below seventy-five percent (75%) of the applicable SU Flexible Capacity for such Storage Unit on average for a period of: six (6) months (or such longer cure period identified as reasonable under the circumstances in the written report of an IE engaged by SCE) due to Force Majeure if the IE has determined in its written report that Seller should reasonably have been able to achieve a Successful Repair of the Storage Unit prior to the expiration of such six (6) month period (or longer cure period identified in the IE’s written report); or sixty (60) days (whether or not consecutive) within a rolling twelve (12) month period (or a higher number of days identified as reasonable under the circumstances in the written report of an IE engaged by SCE) for any reason or circumstance other than a Planned Outage, if the IE has determined in its written report that Seller should reasonably have been able to achieve a Successful Repair of the Storage Unit within sixty (60) days (or the higher number of days identified in the IE’s written report).