Governing Board and Alternates
Chair: Alice Dowdin Calvillo, City of Auburn
Vice Chair: Jeff Duncan, Town of Loomis
Wes Heathcock, City of Colfax
John Hidahl, County of El Dorado
Jim Holmes, County of Placer
Greg Janda, City of Rocklin
Suzanne Jones, County of Placer
Dan Karleskint, City of Lincoln
Dennis Thomas, City of Placerville
Alternate City of Colfax, David Ackerman
Alternate Town of Loomis, Jan Clark-Crets
Alternate County of Placer, Bonnie Gore
Alternate City of Lincoln, Paul Joiner
Alternate County of El Dorado, Lori Parlin
Alternate City of Rocklin, Joe Patterson
Alternate City of Auburn, Rachel Radell-Harris
Alternate City of Placerville, Michael Saragosa
The Pioneer Board Regular Session will be live streamed and can be accessed and viewed at the following web link: https://us06web.zoom.us/j/89967227073.
Pursuant to AB 361 regarding public meetings held during the COVID-19 emergency, Board members may attend this Pioneer Governing Board Meeting via teleconference. In order to protect public health and the safety of our Placer and El Dorado County residents, public access will be entirely by remote audio/visual participation, and the meeting will be closed to in-person public participation. Residents who wish to comment should be prepared to use the Zoom platform via computer or telephone. Public comment will be opened for each agenda item in sequence.
How to Participate Using Zoom
You can join the meeting using the following link https://us06web.zoom.us/j/89967227073.
When you join the meeting, you will be muted by default. To inform the Clerk that you would like to make a public comment, you will use the “Raise Hand” feature.
Public Comment via Computer or Smartphone
If you would like to make a comment, you will use the “Raise Your Hand” feature. Please note that you should only raise your hand during the item to which you will comment. Instructions for using the “Raise Hand” feature when using a computer or mobile device can be found at the link:
https://support.zoom.us/hc/en-us/articles/205566129-Raising-your-hand-in-a-webinar Public Comment via telephone (Audio Only Option)
1. Dial 1 (669) 900-6833
2. When asked for the meeting ID, enter 899 6722 7073#
3. When asked for your participant ID, press # to continue You will be muted by default. To inform the Clerk that you would like to make a comment during each agenda item, dial *9 to “Raise your hand.” When it is your turn to speak, the clerk will identify you by the last three digits of your phone number, at that time dial *6 to unmute yourself and state your name and comment for the record. Please note that you should only raise your hand during the item to which you will comment.
Board of Directors Agenda
June 16, 2022
Pioneer Community Energy Offices
2510 Warren Drive, Suite B, Rocklin, CA 95677
2:00 PM Closed Session
3:00 PM Regular Session
f/ONEER
COMMUNITY ENERGY
2:00 PM Call to Order
Conference with Labor Negotiators – pursuant to GC §54957.6 Agency Negotiators: Donald Eckert, Executive Director; Brad Koehn, Director of Finance & Administration.
Unrepresented Employees.
3:00 PM Call to Order
I. GENERAL ADMINISTRATIVE FUNCTION – PART I
A. CALL TO ORDER
1. Roll Call
B. PUBLIC REPORT OF CLOSED SESSION (GENERAL COUNSEL)
C. AGENDA REVIEW
D. PRESENTATIONS BY THE PUBLIC ON MATTERS NOT ON THE AGENDA WITHIN THE JURISDICTION OF THE BOARD Persons may address the Board on items not on this agenda. Please limit comments to 3 minutes per person. According to State Law (the Brown Act), items must first be noticed on the agenda before any discussion or action. The Board is prohibited from discussing issues not on the agenda brought to them at this time.
II. CONSENT AGENDA
1) APPROVAL OF THE CONSENT AGENDA
All items on the Consent Agenda have been recommended for approval by the Executive Director. All Consent items will be approved by a single vote. Anyone may ask to address Consent items prior to the Board acting, and the item may be moved for discussion. a) ADMINISTRATION
Approve minutes of the May 19, 2022 regular meeting. (ACTION - ECKERT) b) ADMINISTRATION
1) Determine pursuant to Government Code Section 54953(e)(1) that, as a result of the COVID-19 state of emergency, conducting in-person public meetings would present imminent risks to the health or safety of attendees at the meetings of the Board of Directors and all other legislative bodies of Pioneer Community Energy (PCE), including all of the Board-appointed Committees; and 2) Direct that the meetings of the Board of Directors and all other legislative bodies of PCE be conducted by teleconferencing, pursuant to Government Code Section 54953(e), with an option for in-person attendance of up to five Directors. (ACTION - ECKERT)
REGULAR SESSION
CLOSED SESSION
c) FINANCE & ADMINISTRATION
Receive Draft Financial Reports for April 2022. (ACTION - KOEHN) d) ADMINISTRATION
Approve and authorize the Executive Director to execute a first amendment to the Agreement between Pioneer Community Energy and Richards, Watson & Gerson for legal services, extending the contract term through Fiscal Year 2022-23, in an amount not-to-exceed $148,000. (ACTION - ECKERT)
e) POWER PROCUREMENT
Authorize the Executive Director to sign a Third Amendment to a contract for commercial legal support with Hall Energy Law to increase the compensation not-to-exceed limit to $500,000. (ACTION - KANG)
III. REGULAR AGENDA
2) ADMINISTRATION & FINANCE
Resolution Adopting Fiscal Year 2022-23 Budget, Approving the Job Descriptionsfor the Internal Operations Coordinator, Program Manager, Senior Manager-Quantitative Analysis and Modeling, Senior Commercial Coordinator, and Senior Residential Coordinator, and Residential Coordinator (ACTION - KOEHN) Recommendation: Receive a presentation on the Recommended Fiscal Year 2022-23 Budget, and Approve Resolution Adopting Fiscal Year 2022-23 Budget, Approving the Job Descriptionsfor the Internal Operations Coordinator, Program Manager, Senior Manager-Quantitative Analysis and Modeling, Senior Commercial Coordinator, and Senior Residential Coordinator, and Residential Coordinator.
3) ADMINISTRATION & FINANCE
Resolution Adjusting the Salary Schedule, Adjusting the Health/Dental/Vision Employer Contribution, and Approve Christmas-New Year’s Holiday, and Authorize Employer Provided Employee Assistance Program (ACTION - KOEHN)
Recommendation: Approve Resolution Adjusting the Salary Schedule, Adjusting the Health/Dental/Vision Employer Contribution, and Approve Christmas-New Year’s Holiday, and Authorize Employer Provided Employee Assistance Program. 4) ADMINISTRATION
Resolution Authorizing the Executive Director to Execute Consulting Services Agreements with Orrick, Herrington & Sutcliffe and Chapman & Cutler, LLP to Serve as Counsel and PFM Financial Advisors, LLC to Serve as Municipal Financial Advisor on the Energy Prepayment Transaction (ACTION - ECKERT)
Recommendation: Adopt a Resolution authorizing the Executive Director to execute Consulting Services Agreements with the following firms for legal and financial representation on Pioneer Community Energy’s energy prepayment transaction: 1) Orrick, Herrington & Sutcliffe – roles of Bond Counsel and Tax Counsel for an amount not
to exceed $350,000; 2) Chapman & Cutler, LLP – roles of Disclosure Counsel and Issuer’s Counsel for an amount not to exceed $300,000; and 3) PFM Financial Advisors, LLC – role of municipal financial advisor for an amount not to exceed $250,000. 5) ADMINISTRATION
Conducting Governing Board Meetings at Member Agency Locations (DISCUSSION - ECKERT) Recommendation: Provide direction to staff if there is interest to conduct Pioneer Community Energy Board meetings at member agency locations and subsequently recommend locations and times.
IV. GENERAL ADMINISTRATIVE FUNCTION – PART II
A. BOARD MEMBER COMMUNICATIONS
B. EXECUTIVE DIRECTOR COMMUNICATIONS
C. ITEMS FOR INFORMATION
1. Glossary of Terms
D. ADJOURNMENT
Pioneer Community Energy is committed to ensuring that persons with disabilities are provided the resources to participate fully in its public meetings. If you are hearing impaired, we have listening devices available. If you require additional disability-related modifications or accommodations, including auxiliary aids or services, please contact the Clerk of the Board. If requested, the agenda shall be provided in appropriate alternative formats to persons with disabilities. All requests must be in writing and must be received by the Clerk five business days prior to the scheduled meeting for which you are requesting accommodation. Requests received after such time will be accommodated only if time permits.
Affidavit of Posting
I, Teresa Willock, Board Secretary, declare under penalty of perjury that the foregoing agenda for the June 16, 2022 regular meeting of the Pioneer Community Energy Governing Board was posted and available for public review on June 13, 2022 at the offices of Pioneer Community Energy, 2510 Warren Drive, Suite B, Rocklin, CA 95677; and was available on the Pioneer website at:
http://pioneercommunityenergy.ca.gov/about-us/agendas-and-minutes/.
All public materials related to an item on this agenda submitted to the Governing Board after distribution of the agenda packet are also made available for public inspection on Pioneer’s website at:
http://pioneercommunityenergy.ca.gov/about-us/agendas-and-minutes/. Any document provided at the meeting by staff or by the public will be provided by the Board Clerk upon request by phone at (916) 758-8946, or by email at: [email protected].
Next Regular Meeting Scheduled for:
July 21, 2022 at 3:00 pm
Pioneer Community Energy Offices
2510 Warren Drive, Suite B, Rocklin, CA 95677
PIONEER COMMUNITY ENERGY
GOVERNING BOARD
May 19, 2022
Minutes
Entry No. 1
Heard General Administration Functions, Part I.
Call to Order
Pioneer Community Energy Governing Board met in open session at 3:00 PM on May 19, 2022. Pursuant to Government Code section 54953(e) and other applicable provisions of the Brown Act, the meeting was conducted via live streamed teleconference accessed and viewed at the following web link:
https://us06web.zoom.us/j/89967227073.
Roll Call
P A Title Name Agency
x Chair Alice Dowdin Calvillo City of Auburn
x Alternate Director Jan Clark-Crets Town of Loomis
x Director Wes Heathcock City of Colfax
x Director John Hidahl County of El Dorado
x Director Jim Holmes County of Placer
x Director Greg Janda City of Rocklin
x Director Suzanne Jones County of Placer
x Alternate Director Paul Joiner City of Lincoln
x Director Dennis Thomas City of Placerville
Chair Dowdin Calvillo presided over the meeting.
Agenda Review
Reviewed the meeting agenda for May 19, 2022 and made no amendments.
Public Comment
There were no comments from members of the public on items not listed on this agenda.
Entry No. 2
Acted on the Consent Agenda as follows:
Approved minutes of the May 19, 2022 regular meeting.
1) Determined pursuant to Government Code Section 54953(e)(1) that, as a result of the COVID-19 state of emergency, conducting in-person public meetings would present imminent risks to the health or safety of attendees at the meetings of the Board of Directors and all other legislative bodies of Pioneer Community Energy (PCE), including all of the Board-appointed Committees; and 2) Directed that the meetings of the Board of Directors and all other legislative bodies of PCE be conducted by teleconferencing, pursuant to Government Code Section 54953(e), with an option for in-person attendance of up to five Directors
Received Quarterly Financial Reports through March 31, 2022.
Adopted Resolution 2022-9 approving the Asset Disposal Policy.
Adopted Resolution 2022-10 approving and authorizing the Executive Director to execute a renewal agreement with Maher Accountancy for accounting services from June 1, 2022 through June 30, 2023 for an amount not to exceed $215,250.
ITEM 1a
MOTION: Joiner/Thomas Vote: 9:0:0.
ROLL CALL: Dowdin Calvillo, Duncan, Heathcock, Hidahl, Holmes, Janda, Jones, Karleskint, Thomas.
No/Abstain: None.
Absent: None.
Entry No. 3
Received an overview of the long-term power prepay transaction.
Executive Director Eckert informed the Board that the related action items would be presented for consideration at the June 16, 2022 Board of Directors meeting.
Entry No. 4
Received a presentation on the proposed Fiscal Year 2022-23 Budget and provided direction as appropriate.
Finance & Administration Director Koehn informed the Board that next steps would be to 1) incorporate Audit & Finance Committee and Board feedback into the Recommended Budget; 2) update Budget with Latest Market Prices and Proforma; and 3) present the Recommended Budget for Board approval at the June 16, 2022 Board meeting.
Entry No. 5
Adopted Resolution 2022-11 1) Approving and authorizing the Executive Director to execute a Line of Credit and Letter(s) of Credit with Umpqua Bank, provided that the term does not extend beyond 5 years, interest costs does not exceed Prime + 1%, and the annual Line of Credit fee does not exceed 1%, and the Letter(s) of Credit Fee does not exceed 3% per annum on the required credit amount; and 2) Authorized the Executive Director to execute all documents deemed necessary to consummate the Line of Credit and Letter(s) of Credit with Umpqua Bank.
MOTION: Holmes/Heathcock. Vote: 9:0:0.
ROLL CALL: Dowdin Calvillo, Duncan, Heathcock, Hidahl, Holmes, Janda, Jones, Karleskint, Thomas.
No/Abstain: None.
Absent: None.
Director Jones excused herself from the meeting at 4:45 PM.
Entry No. 6
Received an update on PG&E’s Time-of-Use transition in Pioneer Community Energy’s service area.
Entry No. 7
Received report on PG&E’s Enhanced Powerline Shutoff Program (EPSS) in Pioneer Community Energy’s service area for 2022.
Director Janda excused himself from the meeting at 5:00 PM.
Entry No. 8
Heard General Administration Functions, Part II.
A. Board Member Communications
There were no reports from the Board Members.
B. Executive Director Communications
Executive Director Eckert provided an update regarding SB 881, to remove the autonomy and self-governance of CCAs through more oversight by California Public Utilities Commission especially in the area of biomass (oppose), which has been held in Senate Appropriations Committee for this year.
Governing Board Minutes
May 19, 2022
Reported that staff appreciates the Board’s efforts to review the website to improve its effectiveness and to contribute to quality control; and announced that the official launch of the new website would be in early June.
General Counsel Khalsa provided an update on the legislation impacting the Brown Act: 1) AB 1944 passed out of the Local Government Committee on May 4 (Ayes 5, Noes 2) and went to the Assembly Floor, the Assembly third reading file date is set for May 12 and was last amended on April 18, 2022. 2) AB 2449 was referred to Assembly Committee on Local Government on March 3, 2022, and not aware of a hearing set at this point. Neither of these bills would require the address of a member’s remote location to be included on the agenda, nor would it require the member’s remote location to be made accessible to the public. General Counsel Khalsa continues to monitor activity and will notify the Board of any action taken.
Provided an update on SB 1383 regarding possible compliance through Biomass and found that Member Agencies of CCAs (Pioneer) currently would only get credit for organic waste in their jurisdiction that is converted into biomass and only if that waste was otherwise destined for a landfill. At this point and time there would not be a credit solely as a member agency of a CCA which participates in or has a contract for biomass conversion.
Chief Operating Officer Kang reported that some of the members thought that because Pioneer has an existing biomass procurement contract with SPI that credit would be given for Pioneer member agencies.
The focus is not on the electricity generated but on the organic waste that is diverted from the landfill to be used as energy. So, there would only be a credit if proved the organic waste came from within your jurisdiction and would have been diverted to a landfill if not used for biomass.
C. Informational Items
Received the Glossary of Terms.
D. Adjournment
The meeting adjourned at 5:14 PM
Governing Board Minutes
May 19, 2022
ATTEST:
Minutes approved as presented by a majority vote of
the Governing Board on June 16, 2022.
Teresa Willock, Board Secretary
Staff Report – Item 1b
To: The Governing Board
From: Inder Khalsa, Acting General Counsel
Item 1b: Determination Under AB 361 Regarding Imminent Risks to Health and Safety and Direction that the Meetings of the Board of Directors and All Other Legislative Bodies Be Conducted Remotely in Accordance with Government Code Section 54953(e)(3) Date: 6/16/2022
RECOMMENDATION
Determine pursuant to Government Code Section 54953(e)(1) that, as a result of the COVID-19 state of emergency, conducting in-person public meetings would present imminent risks to the health or safety of attendees at the meetings of the Board of Directors and all other legislative bodies of Pioneer Community Energy (PCE), including all of the Board-appointed Committees.
Direct that the meetings of the Board of Directors and all other legislative bodies of PCE be conducted by teleconferencing, pursuant to Government Code Section 54953(e), with an option for in-person attendance of up to five Directors.
BACKGROUND
The Board of Directors and other legislative bodies of PCE have met remotely throughout the COVID-19 pandemic to protect the health and safety of the public and staff. AB 361 authorizes the Board to conduct its meeting remotely provided that certain conditions are met. A state of emergency declared by the Governor must be in place and either of the following apply:
a. State or local officials have imposed or recommended measures to promote social distancing; or b. By a majority vote, the Board determines that meeting in person would present imminent risks to the health and safety of attendees.
(Gov. Code § 54953(e)(1).)
After making this determination, AB 361 requires the Board to make findings reconsidering the circumstances of the state of emergency at least every 30 days to continue holding meetings by teleconference. (Gov. Code § 54953(e)(3).) As Board last made the required findings on March 17, 2022, the recommended action is to make a new determination that meeting in person would present imminent risks to the health or safety of attendees.
ANALYSIS & DISCUSSION
The state of emergency is still in effect and on March 17, 2022, the Board of Directors determined that as a result of the COVID-19 state of emergency, meeting in person would present imminent risks to the health or safety of attendees at the meetings of the Board of Directors and all other legislative bodies of Pioneer Community Energy. At the March 17 meeting, the Directors provided direction to staff to facilitate meetings with up to five Directors in-person at the Pioneer office, with the remaining Directors and members of the public continuing to participate via video or teleconference.
COVID-19 spreads more easily indoors, and people are more likely to be exposed to COVID-19 when they are closer than 6 feet apart from others for longer periods of time. As discussed during the March 17 Board of Directors meeting, before the rise of COVID-19 Pioneer held its public meetings at the Pioneer offices. The fJONEER
COMMUNITY ENERGY
Agenda Item: 1b Agenda Date: 6/16/2022
Pioneer facilities are not designed to ensure circulation of fresh or outdoor air, and would not allow all Directors and attendees to remain six or more feet apart. The size and unique characteristics of the Pioneer facilities remains a factor for the health and safety risks associated with in-person meetings, including the increased mixing associated with bringing people together from across several communities; the need to enable those who are immunocompromised or unvaccinated, or who live with someone who is immunocompromised or unvaccinated, to be able to safely continue to participate in Pioneer meetings; and the challenge of achieving compliance with safety requirements and recommendations in the Pioneer facilities.
The adoption of the recommended determination does not require the Board to meet remotely. Rather, by determining that holding regular in-person meetings would present imminent risks to the health or safety of attendees, Pioneer may continue to hold public meetings by Zoom, including with the option for a subset of the Directors to attend in-person from the Pioneer offices. Within 30 days after making this determination, and each 30 days thereafter, the Board must reconsider the circumstances of the state of emergency and find that it continues to directly impact the ability of members to meet safely in person.
STRATEGIC PLAN
Strategic Policy 1: Local Engagement, Objective 1.5
FISCAL IMPACT
None
ATTACHMENTS
None
Staff Report – Item 1c
To: The Governing Board
From: Brad Koehn, Director of Finance and Administration Item 1c: Receive Draft Financial Reports for April 2022 Date: 6/16/2022
ACTION REQUESTED
Receive draft Financial Reports for April 2022.
BACKGROUND
The Year-To-Date (YTD) financial reports are produced by Maher Accountancy for Board member and management review. Although these reports are unaudited, they provide the most up-to-date financial data for Pioneer Community Energy. Financials for the mPOWER program continue to be reviewed by both the Placer County Treasurer’s Office and Maher Accountancy to ensure accuracy and completeness and will be provided in upcoming reports to the Board. For April 2022, the financial reporting package includes the following reports for the CCA Fund only:
• Statement of Net Position (Balance Sheet) – Accounting of Assets, Liabilities and Net Position as of the reporting period end date for the CCA program. • Statement of Revenues, Expenses, and Changes in Net Position (P&L) – Accounting of all revenues, expenses, and changes in net position on a YTD basis through the reporting period end date for the CCA program.
• Budget to Actuals – Comparison of budget to actuals on a YTD basis through the reporting period end date for the CCA program.
STRATEGIC PLAN
Strategic Priority 5: Financial Stability & Strategic Growth
FISCAL IMPACT
The YTD change in net position through ten months of the fiscal year is $7.4 million.
ATTACHMENTS
1. Financial Reports through April 30, 2022
fJONEER
COMMUNITY ENERGY
1 ACCOUNTANTS’ COMPILATION REPORT
Management
Pioneer Community Energy
Management is responsible for the accompanying financial statements of the CCA Program of Pioneer Community Energy (a California Joint Powers Authority) which comprise the statement of net position as of April 30, 2022, and the related statement of revenues, expenses, and changes in net position for the period then ended in accordance with accounting principles generally accepted in the United States of America. We have performed a compilation engagement in accordance with Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. We did not audit or review the accompanying statements nor were we required to perform any procedures to verify the accuracy or completeness of the information provided by management. Accordingly, we do not express an opinion, conclusion, nor provide any assurance on these financial statements.
Management has elected to omit substantially all of the disclosures and the statement of cash flows required by accounting principles generally accepted in the United States of America in these interim financial statements. Pioneer Community Energy’s annual audited financial statements include the note disclosures omitted from these interim statements. If the omitted disclosures were included in these financial statements, they might influence the user’s conclusions about Pioneer Community Energy’s financial position, results of operations, and cash flows. Accordingly, these financial statements are not designed for those who are not informed about such matters.
We are not independent with respect to the Pioneer Community Energy because we performed certain accounting services that impaired our independence.
Maher Accountancy
San Rafael, CA
June 2, 2022
1101 Fifth Avenue, Suite 200 San Rafael, CA 94901 415 459 1249 mahercpa.com CCA Fund
ASSETS
Current assets
Cash and cash equivalents 25,119,456 $
Accounts receivable, net of allowance 13,349,834
Accrued revenue 6,473,110
Other receivables 532,204
Prepaid expenses 58,942
Deposits 6,681,486
Total current assets 52,215,032
LIABILITIES
Current liabilities
Accrued cost of energy 10,337,745
Accounts payable 377,215
Other accrued liabilities 206,686
Interest payable 32,149
Note payable 546,479
Total current liabilities 11,500,274
Noncurrent liabilities
Note payable 9,474,054
Total noncurrent liabilities 9,474,054
Total liabilities 20,974,328
NET POSITION
Unrestricted net position 31,240,704
Total net position 31,240,704 $
PIONEER COMMUNITY ENERGY
STATEMENT OF NET POSITION
As of April 30, 2022
CCA FUND
See accountants' compilation report. 2
CCA Fund
OPERATING REVENUES
Electricity sales, net 88,174,276 $
Other income 182,813
Total operating revenues 88,357,089
OPERATING EXPENSES
Cost of electricity 74,860,567
Contract services 3,457,997
Staff compensation 1,896,127
General and administration 456,108
Total operating expenses 80,670,799
Operating income (loss) 7,686,290
NONOPERATING REVENUES (EXPENSES)
Investment gains (losses) 61,139
Interest and financing expense (332,255)
Nonoperating revenues (expenses), net (271,116)
CHANGE IN NET POSITION 7,415,174
Net position at beginning of period 23,825,530
Net position at end of period 31,240,704 $
PIONEER COMMUNITY ENERGY
Ten Months Ended April 30, 2022
AND CHANGES IN NET POSITION
STATEMENT OF REVENUES, EXPENSES
CCA FUND
See accountants' compilation report. 3
4 ACCOUNTANTS’ COMPILATION REPORT
Board of Directors
Pioneer Community Energy
Management is responsible for the accompanying special purpose statement for the CCA Program of Pioneer Community Energy, a California Joint Powers Authority, which comprise the budgetary comparison schedule for the period ended April 30, 2022, and for determining that the budgetary basis of accounting is an acceptable financial reporting framework. We have performed a compilation engagement in accordance with Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. We did not audit or review the accompanying statement nor were we required to perform any procedures to verify the accuracy or completeness of the information provided by management. Accordingly, we do not express an opinion, a conclusion, nor provide any assurance on this special purpose budgetary comparison statement.
The special purpose statement is prepared in accordance with the budgetary basis of accounting, which is a basis of accounting other than accounting principles generally accepted in the United States of America. This report is intended for the information of the Board of Directors of Pioneer Community Energy.
Management has elected to omit substantially all of the note disclosures required by accounting principles generally accepted in the United States of America in these interim financial statements.
Pioneer Community Energy’s annual audited financial statements include the note disclosures omitted from these interim statements. If the omitted disclosures were included in these financial statements, they might influence the user’s conclusions about Pioneer Community Energy’s financial position, results of operations, and cash flows. Accordingly, these financial statements are not designed for those who are not informed about such matters.
We are not independent with respect to Pioneer Community Energy because we performed certain accounting services that impaired our independence.
Maher Accountancy
San Rafael, CA
April 2, 2022
1101 Fifth Avenue, Suite 200 San Rafael, CA 94901 415 459 1249 mahercpa.com 2021/22 YTD
Amended
Budget
2021/22 YTD
Actual
2021/22 YTD
Budget
Variance
(Under) Over
2021/22
YTD
Actual/
Budget %
2021/22
Amended
Budget
2021/22
Budget
Remaining
ENERGY REVENUES
Electricity Sales $ 94,330,315 $ 89,248,713 $ (5,081,602) 95% 125,940,000 $ $ 36,691,287 Less Uncollectible Accounts (997,700) (1,074,435) 108% (1,414,000) (76,735) (339,565) Congestion Revenue Rights 2,901,121 3,101,362 107% 3,250,000 200,241 148,638 Total Operating Revenues 96,233,736 91,275,640 (4,958,096) 127,776,000 36,500,360
ENERGY EXPENSES
Power Supply 77,961,928 81,831,017 (3,869,089) 95% 105,314,000 27,352,072 OPERATING MARGIN 13,313,712 14,402,719 (1,089,007) 22,462,000 9,148,288
OPERATING EXPENSES
Administration
Compensation 434,700 443,043 (8,343) 98% 531,651 96,951 Contract services 258,750 122,411 (136,339) 47% 310,500 188,089 Operating Expenses 545,133 366,397 (178,736) 67% 654,159 287,762 Total Administration expenses 1,246,925 923,507 (323,418) 1,496,310 572,803 Finance
Compensation 549,613 567,598 (17,984) 97% 681,117 131,504 Contract services 296,948 257,632 (39,316) 87% 356,338 98,706 Operating Expenses 179,131 67,183 (111,948) 38% 214,957 147,774 Total Finance expenses 1,043,677 874,429 (169,248) 1,252,412 377,983 Power Procurement
Compensation 361,196 387,019 (25,823) 93% 464,423 103,227 Contract services 1,046,891 959,001 (87,890) 92% 1,256,269 297,268 Operating Expenses 10,833 1,170 (9,664) 11% 13,000 11,830 Total Power Procurement expenses 1,321,367 1,444,743 (123,377) 1,733,692 412,325 Account Care
Compensation 169,388 207,199 (37,812) 82% 248,639 79,251 Contract services 1,230,667 1,080,680 (149,987) 88% 1,476,800 396,120 Operating Expenses 546,667 397,536 (149,130) 73% 656,000 258,464 Total Power Account Care expenses 1,984,533 1,647,604 (336,928) 2,381,439 733,835 Marketing & Communications
Compensation 198,731 280,888 (82,157) 71% 337,066 138,335 Contract services 287,450 229,646 (57,804) 80% 344,940 115,294 Operating Expenses 174,700 222,929 48,229 128% 209,640 (13,289) Total Marketing expenses 743,038 651,306 (91,732) 891,646 240,340 Legislative & Regulatory
Compensation 176,608 235,948 (59,341) 75% 283,138 106,530 Contract services 306,867 209,109 (97,758) 68% 368,240 159,131 Operating Expenses 25,458 412 (25,046) 2% 30,550 30,138 Total Legislative expenses 568,273 386,128 (182,145) 681,928 295,800 Programs
Compensation 44,284 (38,391) 5,893 13% 53,141 47,248
Contract services - - - 0% - -
Operating Expenses 2,500 - (2,500) 0% 3,000 3,000
Total Programs expenses 46,784 5,893 (40,891) 56,141 50,248 Total Operating Expenses 7,077,973 5,810,234 (1,267,739) 8,493,568 2,683,334
NON-OPERATING REVENUES (EXPENSES)
Investment gains (losses) 50,000 61,139 122% 11,139 100,000 38,861 Miscellaneous income 180,000 182,813 102% 2,813 180,000 (2,813) Principal payments (450,000) (435,152) 97% 14,848 (540,000) (104,848) Interest and related expenses (341,668) (332,256) 97% 9,412 (410,000) (77,744) Nonoperating revenues (expenses), net (523,455) (561,668) 38,213 (670,000) (146,545) Total Expenses (Energy, Operating, Non-Operating) 89,470,658 84,295,618 (5,175,040) 114,477,568 30,181,950 Contribution to/(from) Reserves $ 6,763,078 $ 6,980,022 $ 216,944 $ 13,298,432 $ 6,318,410
BUDGETARY COMPARISON SCHEDULE
Ten Months Ended April 30, 2022
PIONEER COMMUNITY ENERGY
CCA FUND
Staff Report – Item 1d
To: The Governing Board
From: Don Eckert, Executive Director
Item 1d: Authorize the Executive Director to Execute a First Amendment with Richards, Watson & Gershon for Legal Services
Date: 6/16/2022
RECOMMENDATION
Approve and authorize the Executive Director to execute a first amendment to the Agreement between Pioneer Community Energy (“Pioneer”) and Richards, Watson & Gerson (“RWG”) for legal services, extending the contract term through Fiscal Year (“FY”) 2022-23, in an amount not-to-exceed $148,000.
BACKGROUND
At the March 18, 2021, Governing Board meeting, the Board approved Amendment No. 1 to Pioneer’s By-Laws removing the requirement that the Placer County Counsel shall act as General Counsel for Pioneer.
Subsequently, staff issued a Request for Proposal for legal services.
At the May 20, 2021, Governing Board meeting, the Board approved the contract with RWG. The current agreement expires on June 30, 2022.
ANALYSIS & DISCUSSION
The amendment extends the contract for one additional year of legal services through the end of FY 2022-23 for a total contract increase of $148,000. The original contract amount was for $160,000 with a term of thirteen months (May 2021 through June 2022). RWG has committed to no change in hourly rates. All other terms of the contract and scope of services remains unchanged. Please reference attachment 2 for the original contract terms.
STRATEGIC PLAN
The recommendation supports the Operational Excellence strategic priority.
FISCAL IMPACT
The fiscal impact of this report is $148,000 and is included in the recommended budget for FY 2022-23.
ATTACHMENTS
1. First Amendment to the Agreement between Pioneer and RWG
2. Original Agreement between Pioneer and RWG
fJONEER
COMMUNITY ENERGY
Administering Agency: Pioneer Community Energy
Contract Description: General Counsel Services
CONSULTANT SERVICES AGREEMENT
AMENDMENT NO. 1
THIS AGREEMENT, originally executed May 20, 2021 by and between the Pioneer Community Energy (“Pioneer”), and Richards Watson Gerson, a professional corporation (“Contractor”), is hereby amended as described below:
• Section 2 – Payment; and Exhibit B – Payment for Services Rendered:
The total amount of this contract is increased to Three Hundred Twenty Thousand dollars ($308,000), an increase of $148,000.
• Section 16 – Contract Term:
The contract term is hereby extended to terminate on June 30, 2023.
With the exception of the above, all other provisions of this contract are unchanged.
Executed as of the date indicated below:
Pioneer Community Energy:
By:_____________________________ Date: ______________
Name: Donald Eckert
Title: Executive Director
By:_____________________________ Date: ______________
Name: Inder Khalsa
Title:
Administering Agency: Pioneer Community Energy
Contract No.
Contract Description: General Counsel Services ------------
CONSULTANT SERVICES AGREEMENT
THIS AGREEMENT is made at Rocklin, California, as of ~-:2,() , 2021, by and between Pioneer Community Energy, ("Pioneer"), and Richards Watson Gershon, a professional corporation ("Consultant"), who agree as follows:
l.
2. 3.
4. Services. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide the services described in Exhibit A. Consultant shall provide said services at the time, place, and in the manner specified in Exhibit A.
Payment. Pioneer shall pay Consultant for services rendered pursuant to this Agreement at the time and in the amount set forth in Exhibit B. The payment specified in Exhibit B shall be the only payment made to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all billings for said services to Pioneer in the manner specified therein, or, if no manner be specified, then according to the usual and customary procedures which Consultant uses for billing clients similar to Pioneer. The amount of the contract shall not exceed One Hundred and Sixty Thousand Dollars ($160,000).
Facilities, Equipment and Other Materials, and Obligations of Pioneer. Unless otherwise specified in Exhibit C, Consultant shall, at its sole cost and expense, furnish all facilities, equipment, and other materials which may be required for furnishing services pursuant to this Agreement.
Exhibits. All exhibits referred to herein will be attached hereto and by this reference incorporated herein.
5. Time for Performance. Time is of the essence. Failure of Consultant to perfonn any services within the time limits set forth in Exhibit A shall constitute material breach of this contract.
6. Independent Consultant. At all times during the term of this Agreement, Consultant shall be an independent Consultant and shall not be an employee of Pioneer. Pioneer shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement. Pioneer shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement.
7. Licenses, Permits, Etc. Consultant represents and warrants to Pioneer that it has all licenses, permits, qualifications, and approvals of whatsoever nature, which are legally required for Consultant to practice its profession. Consultant represents and warrants to Pioneer that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, and approvals which are legally required for Consultant to practice its profession at the time the services are performed.
8. '.!:!!!!£. Consultant shall devote such time to the perfonnance of services pursuant to this Agreement as may be reasonably necessary for the satisfactory perfonnance of Consultant's obligations pursuant to this Agreement. Neither party shall be considered in default of this - 1 -
Agreement to the extent performance is prevented or delayed by any cause, present or future, which is beyond the reasonable control of the party.
9. Hold Harmless and Indemnification Agreement. At all times during the performance of this agreement, Consultant agrees to protect, defend, and indemnify Pioneer in accordance with the provisions contained in Exhibit D.
10. Insurance. Consultant shall file with Pioneer concurrently herewith a Certificate oflnsurance, in companies acceptable to Pioneer, with a Best's Rating of no less than A-: Vil, for the coverage shown in Exhibit D. All costs of complying with these insurance requirements shall be included in Consultant's fee( s ). These costs shall not be considered a "reimbursable" expense under any circumstances.
11. Consultant Not Agent. Except as Pioneer may specify in writing Consultant shall have no authority, express or implied, to act on behalf of Pioneer in any capacity whatsoever as an agent.
Consultant shall have no authority, express or implied pursuant to this Agreement to Bind Pioneer to any obligation whatsoever.
12. Assignment Prohibited. Consultant may assign its rights and obligations under this Agreement only upon the prior written approval of Pioneer, said approval to be in the sole discretion of Pioneer.
13. Personnel.
A. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that Pioneer, in its sole discretion, at any time during the term of this Agreement, desires the removal of any person or persons assigned by Consultant to perform services pursuant to this Agreement, including those members of the Project Team as explained below, Consultant shall remove any such person immediately upon receiving notice from Pioneer of the desire of Pioneer for removal of such person or persons.
B. Notwithstanding the foregoing, if specific persons are designated as the "Project Team" in Exhibit A, Consultant agrees to perform the work under this agreement with those individuals identified. Reassignment or substitution of individuals or subcontractors named in the Project Team by Consultant without the prior written consent of Pioneer shall be grounds for cancellation of the agreement by Pioneer, and payment shall be made pursuant to Section 15 (Termination) of this Agreement only for that work performed by Project Team members.
14. Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. All products of whatsoever nature which Consultant delivers to Pioneer pursuant to this Agreement shall be prepared in a substantial first class and workmanlike manner and conform to the standards or quality normally observed by a person practicing in Consultant's profession.
15. Termination.
A. Pioneer shall have the right to terminate this Agreement at any time by giving notice in writing of such termination to Consultant.· In the event Pioneer shall give notice of termination, Consultant shall immediately cease rendering service upon receipt of such written notice, pursuant to this Agreement. In the event Pioneer shall terminate this Agreement:
1) Consultant shall deliver copies of all writings prepared by it pursuant to this Agreement. The term "writings" shall be construed to mean and include: handwriting, -2-
typewriting, printing, Photostatting, photographing, and every other means of recording upon any tangible thing any fonn of communication or representation, including letters, words, pictures, sounds, or symbols, or combinations thereof. 2) Pioneer shall have full ownership and control of all such writings delivered by Consultant pursuant to this Agreement.
3) Pioneer shall pay Consultant the reasonable value of services rendered by Consultant to the date of tennination pursuant to this Agreement not to exceed the amount documented by Consultant and approved by Pioneer as work accomplished to date; provided, however, that in no event shall any payment hereunder exceed the amount of the agreement specified in Exhibit B, and further provided, however, Pioneer !ihall not in any manner be liable for lost profits which might have been made by Consultant had Consultant completed the services required by this Agreement. In this regard, Consultant shall furnish to Pioneer such financial information as in the judgment of Pioneer is necessary to determine the reasonable value of the services rendered by Consultant. The foregoing is cumulative and does not affect any right or remedy, which Pioneer may have in law or equity.
B. Consultant may terminate its services under this Agreement upon thirty- (30) working days' advance written notice to Pioneer.
16. Contract Term. This agreement shall commence on June land terminate on June 30, 2022, unless terminated earlier pursuant to Section 15 of this agreement.
17. Non-Discrimination. Consultant shall not discriminate in its employment practices because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, or sexual orientation in contravention of the California Fair Employment and Housing Act, Government Code section 12900 et~-
18. Records. Consultant shall maintain, at all times, complete detailed records with regard to work perfonned under this agreement in a form acceptable to Pioneer, and Pioneer shall have the right to inspect such records at any reasonable time. Notwithstanding any other terms of this agreement, no payments shall be made to Consultant until Pioneer is satisfied that work of such value has been rendered pursuant to this agreement. However, Pioneer shall not unreasonably withhold payment and, if a dispute exists, the withheld payment shall be proportional only to the item in dispute.
19. Ownership oflnformation. All professional and technical information developed under this Agreement and all work sheets, reports, and related data shall become the property of Pioneer, and Consultant agrees to deliver reproducible copies of such documents to Pioneer on completion of the services hereunder. Pioneer agrees to indemnify and hold Consultant harmless from any claim arising out ofreuse of the information for other than this project.
20. Waiver. One or more waivers by one party of any major or minor breach or default of any provision, term, condition, or covenant of this Agreement shall not operate as a waiver of any subsequent breach or default by the other party.
21. Conflict of Interest. Consultant certifies that no official or employee of Pioneer, nor any business entity in which an official of Pioneer has an interest, has been employed or retained to solicit or aid in the procuring of this agreement. In addition, Consultant agrees that no such person will be employed in the performance of this agreement without immediately notifying Pioneer.
22. Entirety of Agreement. This Agreement contains the entire agreement of Pioneer and Consultant with respect to the subject matter hereof, and no other agreement, statement, or promise made by -3-
any party, or to any employee, officer or agent of any party, which is not contained in this Agreement, shall be binding or valid.
23. Alteration. No waiver, alteration, modification, or termination of this Agreement shall be valid unless made in writing and signed by all parties, except as expressly provided in Section 15, Termination.
24. Governing Law. This Agreement is executed and intended to be performed in the State of California, and the laws of that State shall govern its interpretation and effect. Any legal proceedings on this agreement shall be brought under the jurisdiction of the Superior Court of County of Placer, State of California, and Consultant hereby expressly waives those provisions in California Code of Civil Procedure §394 that may have allowed it to transfer venue to another jurisdiction.
25. Notification. Any notice or demand desired or required to be given hereunder shall be in writing and deemed given when personally delivered or deposited in the mail, postage prepaid, and addressed to the parties as follows:
PIONEER COMMUNITY ENERGY:
Pioneer Community Energy
Attn: Eric Acedo
2510 Warren Drive Suite B
Rocklin, CA 95677
F inance@pi oneercommun ityenergy .ca. gov
Phone: 916-758-8943
CONSULTANT:
Phone: ( 415) 421-8484 _____ _
Any notice so delivered personally shall be deemed to be received on the date of delivery, and any notice mailed shall be deemed to be received five (5) days after the date on which it was mailed. - 4 -
Executed as of the day first above stated:
PIONEER COMMUNITY ENERGY
Printed Name/Title: Don Eckert. Executive Director
Approved as to Form - General Counsel:
By: J=f~;d'ij ED by Elise Nelson
oil2021Pfil5-14 12·53·13 PDT ~--~ ),?~i.~~-:;;/_~-~
Printed Name/Title: Elise Nelson, General Counsel
RICHARD WATSON GERSHON
By:
E-SIQN~rli<- Gregory W. Stepanicich May 14, 2021 , · ·1 DT -----""""""" Name: Greg Stepanicich
Title: Shareholder
By:
Name:
Title:
May 14, 2021
*If Consultant is a corporation, this agreement must be signed by a corporate officer, either the President or Vice President, unless an authenticated corporate resolution is auached delegating authority to a single officer or other officers to bind the corporation.
Exhibits
A. Scope of Services
B. Payment for Services Rendered
C. Facilities, Equipment and Other Obligations of Pioneer D. Hold Harmless Agreement and Insurance Requirements
-5-
EXHIBIT A
SCOPE OF SERVICES
As General Counsel for Pioneer, Consultant shall provide the general legal services typically required by a joint powers authority in addition to those general legal services related more specifically to the operation of a community choice aggregation program as described below. These legal services shall include the following:
~ Attendance at the monthly Pioneer Board of Directors ("Board) meetings and any special meetings, committee meetings and workshops as requested by the Executive Director or Chair of the Board.
• Brown Act, Conflict oflnterest and Public Records Act advice and representation. • Preparation or review of consultant and vendor contracts. • Advice and preparation of documents related to personnel matters. • Advice to the Executive Director and designated staff on administrative and operational matters and programs.
• Research and advice on legal questions asked by the Board, Executive Director and designated staff.
• Advice and assistance on other legal matters as may be assigned by the Board or Executive Director.
Legal services will not include matters in which Consultant has a conflict of interest the precludes the law firm from representing Pioneer. General Counsel services also will not include energy contracts or regulatory matters before the CPUC that require specialized legal services in these areas of law.
Page I of Exhibit A
to Consultant Services Agreement
EXHIBITB
PAYMENT FOR SERVICES RENDERED
Maximum Limit & Fee Schedule
The total amount for services rendered not to exceed $160,000.
And, if applicable
The maximum hourly rate shall not exceed $325 per hour for shareholders and senior attorneys and $275 per hour for associates.
Invoices
Invoices shall include a list of work performed by billable hour including date, hours and services provided.
Work performed by Consultant will be subject to final acceptance by Pioneer program manager(s).
Submit all invoices to:
Pioneer Community Energy
Attn: Eric Acedo
[email protected]
2510 Warren Drive, Suite B
Rocklin, CA 95677
to Consultant Services Agreement
Page I of Exhibit C
EXHIBITC
FACILITIES, EQUIPMENT, AND OTHER
MATERIALS, AND OBLIGATIONS OF PIONEER
NOT APPLICABLE
to Consultant Services Agreement
I.
EXHIBITD
HOLD HARMLESS AGREEMENT
AND INSURANCE REQUIREMENTS
HOLD HARMLESS AND INDEMNIFICATION AGREEMENT
The CONSULT ANT hereby agrees to protect, defend, indemnify, and hold PIONEER free and harmless from any and all losses, claims, liens, demands, and causes of action of every kind and character including, but not limited to, the amounts of judgments, penalties, interest, court costs, legal fees, and all other expenses incurred by PIONEER arising in favor of any patty, including claims, liens, debts, personal injuries, death, or damages to property (including employees or property of PIONEER) and without limitation by enumeration, all other claims or demands of every character occurring or in any way incident to, in connection with or arising directly or indirectly out of, the negligence or willful misconduct of CONSULT ANT in the perfonnance of this Agreement.
CONSULTANT agrees to investigate, handle, respond to, provide defense for, and defend any such claims, demand, or suit at the sole expense of the CONSULT ANT. CONSULT ANT also agrees to bear all other costs and expenses related thereto, even if the claim or claims alleged are groundless, false, or fraudulent. This provisi:m is not intended to create any cause of action in favor of any third party against CONSULTANT or PIONEER or to enlarge in any way the CONSULTANT'S liability but is intended solely to provide for indemnification of PIONEER from liability for damages or injuries to third persons or property arisbg from CONSULTANT'S negligence or willful misconduct in the performance of this Agreement.
As used above, the term PIONEER means Pioneer or its officers, agents, employees, and volunteers.
2. INSURANCE:
CONSULTANT shall file with PIONEER concurrently herewith a Certificate of Insurance, in companies acceptable to PIONEER, with a Best's Rating ofno less than A-:VII showing.
3. WORKER'S COMPENSATION AND EMPLOYERS LIABILITY INSURANCE:
Worker's Compensation Insurance shall be provided as required by any applicable law or regulation.
Employer's liability insurance shall be provided in amounts not less than one million dollars ($1,000,000) each accident for bcdily injury by accident, one million dollars ($1,000,000) policy limit for bodily injury by disease, and one million dollars ($1,000,000) each employee for bodily injury by disease.
Ifthere is an exposure of injury to CONSULTANT'S employees under the U.S. Longshoremen's and Harbor Worker's Compensation Act, the Jones Act, or under laws, regulations, or statutes applicable to maritime employees, coverage shall be included for such injuries or claims.
Each Worker's Compensation po:icy shall be endorsed with the following specific language:
Cancellation Notice - "This policy shall not be cancelled without first giving thirty (30) days prior written notice to Pioneer Community Energy".
Waiver of Subrogation - The workers' compensation policy shall be endorsed to state that the workers' compensation carrier waives its right of subrogation against Pioneer, its officers, directors, officials, Page I of Exhibit D
to Consultant Services Agreement
4. employees, agents or volunteers, which might arise by reason of payment under such policy in connection with performance under this agreement by the CONSULT ANT.
CONSULTANT shall require all SUBCONTRACTORS to maintain adequate Workers' Compensation insurance. Certificates of Workers' Compensation shall be filed forthwith with Pioneer upon demand.
GENERAL LIABILITY INSURANCE:
A. Comprehensive General Liability or Commercial General Liability insurance covering all operations by or on behalf of CONSULT ANT, providing insurance for bodily injury liability and property damage liability for the limits ofliability indicated below and including coverage for:
(I) Contractual liability insuring the obligations assumed by CONSULTANT in this Agreement.
B. One of the following forms is required:
(I) Comprehensive General Liability;
(2) Commercial General Liability (Occurrence); or
(3) Commercial General Liability (Claims Made).
C. If CONSULTANT carries a Comprehensive General Liability policy, the limits of liability shall not be less than a Combined Single Limit for bodily injury, property damage, and Personal Injury Liability of:
One million dollars ($1,000,000) each occurrence
➔ Two million dollars ($2,000,000) aggregate
D. If CONSUL TANT carries a Commercial General Liability (Occurrence) policy:
(I) The limits of liability shall not be less than:
One million dollars ($1,000,000) each occurrence (combined single limit for bodily injury and property damage)
One million dollars ($1,000,000) for Products-Completed Operations ➔ Two million dollars ($2,000,000) General Aggregate
(2) If the policy does not have an endorsement providing that the General Aggregate Limit applies separately, or if defense costs are included in the aggregate limits, then the required aggregate limits shall be two million dollars ($2,000,000).
E. Special Claims Made Policy Form Provisions:
CONSULTANT shall not provide a Commercial General Liability (Claims Made) policy without the express prior written consent of PIONEER, which consent, if given, shall be subject to the following conditions:
(I) The limits of liability shall not be less than:
to Consultant Services Agreement
One million dollars ($1,000,000) each occurrence ( combined single limit for bodily injury and property damage)
One million dollars ($1,000,000) aggregate for Products Completed Operations ➔ Two million dollars ($2,000,000) General Aggregate
(2) The insurance coverage provided by CONSULT ANT shall contain language providing coverage up to one (I) year following the completion of the contract in order to provide insurance coverage for the hold harmless provisions herein if the policy is a claims-made policy.
Conformity of Coverages - If more than one policy is used to meet the required coverages, such as a separate umbrella policy, such policies shall be consistent with all other applicable policies used to meet these minimum requirements. For example, all policies shall be Occurrence Liability policies or all shall be Claims Made Liability policies, if approved by Pioneer as noted above. In no cases shall the types of polices be different.
5. ENDORSEMENTS:
Each Comprehensive or Commercial General Liability policy shall be endorsed with the following specific language:
A. "Pioneer Community Energy, its officers, agents, employees, and volunteers are to be covered as insured for all liability arising out of the operations by or on behalf of the named insured in the perfonnance of this Agreement."
B. "The insurance provided by the Consultant, including any excess liability or umbrella form coverage, is primary coverage to Pioneer Community Energy with respect to any insurance or self-insurance programs maintained by Pioneer Community Energy and no insurance held or owned by Pioneer Community Energy shall be called upon to contribute to a loss." C. "This policy shall not be changed without first giving thirty (30) days prior written notice and ten (10) days prior written notice of cancellation for non-payment of premium to Pioneer Community Energy."
6. AUTOMOBILE LIABILITY INSURANCE:
7. Automobile Liability insurance covering bodily injury and property damage in an amount no less than one million dollars ($1,000,000) combined single limit for each occurrence.
Covered vehicles shall include non-owned and hired automobiles/trucks.
ADDITIONAL REQUIREMENTS:
Premium Payments - The insurance companies shall have no recourse against PIONEER and funding agencies, its officers and employees or any of them for payment of any premiums or assessments under any policy issued by a mutual insurance company.
Policy Deductibles - The CONSUL TANT shall be responsible for all deductibles in all of the CONSULTANT's insurance policies. The maximum amount of allowable deductible for insurance coverage required herein shall be $25,000.
to Consultant Services Agreement
CONSULTANT's Obligations - CONSULTANT's indemnity and other obligations shall not be limited by the foregoing insurance requirements and shall survive the expiration of this agreement.
Verification of Coverage - CONSULTANT shall furnish Pioneer with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by Pioneer before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the CONSULTANT's obligation to provide them. Pioneer reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time provided that any confidential information concerning the Consultant may be redacted from such copies of the insurance policies.
Material Breach - Failure of the CONSULTANT to maintain the insurance required by this agreement, or to comply with any of the requirements of this section, shall constitute a material breach of the entire agreement.
to Consultant Services Agreement
Staff Report – Item 1e
To: The Governing Board
From: Sam Kang, Chief Operating Officer
Item 1e: Authorize the Executive Director to Execute a Third Amendment to a Contract for Commercial Legal Support with Hall Energy Law in an Amount Not-to-Exceed $500,000 Date: 6/16/2022
RECOMMENDATION
Authorize the Executive Director to sign a Third Amendment to a contract for commercial legal support with Hall Energy Law to increase the compensation not-to-exceed limit to $500,000.
BACKGROUND
Pioneer Community Energy (Pioneer) performs ongoing energy procurement as part of its operations in the areas of system power, renewable energy, resource adequacy, and carbon-free energy. An experienced commercial attorney in those areas is key to Pioneer attaining attractive contract terms and conditions in the form of master agreements, confirmations, and long-term power purchase agreements (PPAs). Hall Energy’s Principal, Steve Hall has over 20 years of experience in power contracts and Pioneer has been using Hall Energy Law for commercial legal support since 2019.
ANALYSIS & DISCUSSION
Hall Energy Law prepares and reviews power contracts and assists with negotiations on those contracts for Pioneer. They also prepare and provide feedback on letters of credit, parental guarantees, and other forms of collateral that may be required in purchasing power. Hall Energy Law is an essential part of Pioneer’s energy procurement team and is also one of the members of the Ad Hoc Energy Procurement Review Committee that provides review of all long-term power purchase agreements before execution.
This Third Amendment would add $200,000 to the first amendment and extend the commercial legal services that Hall Energy Law provides in those areas for another year. The $200,000 budget would be split equally between ongoing commercial legal support, and assistance on drafting and negotiating assignment clauses in PPAs to facilitate prepay transactions.
FISCAL IMPACT
The recommendation results in an incremental fiscal impact of up to $200,000.
ATTACHMENTS
1. Third Amendment to Agreement with Hall Energy Law for commercial legal services
2. Original Engagement Letter with Hall Energy Law
fJONEER
COMMUNITY ENERGY
Administering Agency:
Contract Description:
Pioneer Community Energy
Legal Services
CONSULTANT SERVlCES AGREEMENT
AMENDMENT NO. 3
THIS AGREEMENT originally executed January 11, 2019, by and between Pioneer Community Energy (Pioneer) and HaII Energy Law PC. (Contractor), is hereby amended as described below:
• Section 2 Not to Exceed Cap:
The total amount of the contract is increased to Five Hundred Thousand dollars ($500,000), an increase of $200,000.
With the exception of the above, all other provisions of this contract are unchanged.
Executed as of the date indicated below:
Pioneer Community Energy:
By: ______________________________ Date: _______________ Name: ______________________________
Title: ______________________________
Hall Energy Law:
By: ______________________________ Date: _______________ Name: ______________________________
Title: ______________________________
Staff Report – Item 2
To: The Governing Board
From: Brad Koehn, Director of Finance and Administration Item 2: Approve Resolution Adopting Fiscal Year 2022-23 Budget, Approving the Job Descriptions for the Internal Operations Coordinator, Program Manager, Senior Manager-Quantitative Analysis and Modeling, Senior Commercial Coordinator, and Senior Residential Coordinator, and Residential Coordinator.
Date: 6/16/2022
RECOMMENDATION
Staff recommends the Board receive a presentation on the Recommended Fiscal Year 2022-23 Budget, and Approve Resolution Adopting Fiscal Year 2022-23 Budget, Approving the Job Descriptions for the Internal Operations Coordinator, Program Manager, Senior Manager-Quantitative Analysis and Modeling, Senior Commercial Coordinator, and Senior Residential Coordinator, and Residential Coordinator.
BACKGROUND
An overview of the Proposed Fiscal Year 2022-23 Budget was presented, and input was received from the Audit and Finance Committee that met on May 11th and the Board that met on May 19th.discussion at the May 19th Board meeting that inform the Recommended Budget. The FY 2022-23 Budget is effective July 1, 2022.
Proposed Recommended
($ in Millions) Budget Budgeted Variance
Energy Revenues $200.7 $200.7 $0.0
Power Supply 150 150 0
Contribution
Margin $50.7 $50.7 $0.0
Operating Expenses 10.8 11 -0.2
Non-Operating
Income/(Expense) -3.6 -3.6 0
Balance Available
for Reserves $36.3 $36.1 $0.2
Modifications in the Recommended Budget
The recommended Budget has been modified from the proposed budget in several areas, those include:
Replacing the Program Specialist position to start January 2023 to a Program Manager position funded for the full fiscal year. This change would allow recruiting an individual with experience and qualifications to ‘hit the ground running’ as soon as they are hired. This would also advance program development, work accessing Public Goods dollars with an earlier start date. This is an increase cost of over $82,000.
Additional Professional Services budget has been added to the Finance Division of $105,000. This is to fund Line of Credit/Letter of Credit legal services for drafting documents and agreements ($55,000). fJONEER
COMMUNITY ENERGY
Agenda Item: 2 Agenda Date: 6/16/2022
An additional $50,000 was added for legal services related to the prepay assignment language that needs to be negotiated with energy suppliers.
Staff allocation has been modified in the Customer Care, Marketing, and Program Divisions to better align with expected staff time dedicated to each of those divisions. The overall salary and benefit costs did not change from the proposed budget, it is only a reallocation between divisions.
During the new position discussion, the Board was told that one of the new positions could either be a Residential Coordinator or a Senior Commercial Coordinator. Staff is now recommending a Senior Commercial Coordinator that would focus on small to midsize commercial business, and the Residential Coordinator position will be delayed to some point in the future.
ANALYSIS & DISCUSSION
The Budget document has been expanded over prior year budgets. The Budget Summary, various pie charts and statistics, organizational charts, division discussions, five-year forecast and position listings can now be found in the Budget document.
The Proposed FY 2022-23 Budget is balanced and presents Pioneer Community Energy (“Pioneer”) in stable financial condition. The Proposed Budget projects total revenues of $200.8 million and total expenses at $164.6 million resulting in a projected contribution to reserves of $36.1 million Significant drivers impacting both revenues and expenses include:
1. The Proposed Budget incorporates twelve months of revenue and expense increases due to the expansion to El Dorado County and City of Placerville. The FY 2021-22 Mid-Year Budget only included six months of the impact of expansion.
2. Revenues reflect the rate change approved in March 2022. The budget assumes no changes to rates.
Operating Revenues
Pioneer receives most of its revenues through rates with a small contribution from the Congestion Revenue Rights program through the California Independent System Operator (“CAISO”). Pioneer does not receive any subsidies from our member agencies. The chart below illustrates our cash inflow:
Operating Expenses
Energy Sales
98.47%
CRR
1.49%
Interest
0.04%
Revenues $200.8 million
Agenda Item: 2 Agenda Date: 6/16/2022
Pioneer’s operating expenses is driven by power supply with fixed costs being a small portion of the budget.
This allows Pioneer to be nimble and act quickly when the market horizon changes. The following chart illustrates our cash outflow:
Personnel
Organization Chart
Fiscal Year 2021-22 authorized 13 full time positions and the proposed fiscal year 2022-23 Budget proposes an increase in staffing to 17 full time positions and one part time position. This staffing increase has a cost of $760 thousand.
New Positions
The 4 proposed full-time positions are:
• Legislative & Regulatory Manager – Although Pioneer does receive Regulatory and Legislative support through our trade association, CalCCA, Pioneer’s initiatives may not always line up as a priority. An example would be support with biomass that is important to Pioneer but not necessarily a priority for CalCCA. This position in the short-term will assist with the implementation of AB 843 and in the long-term assist with supporting Pioneer’s interest in the legislature and with the California Public Utilities Commission.
• Program Manager – Position will support the implementation of program recommendations from the Customer Programs Advisory Committee and additional programs support through Public Purpose Funds. • Senior Commercial Coordinator – Position will focus on the small to mid size commercial accounts, this will supplement Pioneer’s commercial efforts with the Key Account position that focuses on large commercial business.
• Senior Manager, Quantitative Analysis & Modeling – Position will enhance our internal risk management and power supply market analysis while supporting the rollout of a structured product that will provide grid stability for our large user customers while providing revenue stability for Pioneer.
The 1 part-time intern position would be for Marketing with a planned start of January 2023. The intern would support website updates and other marketing initiatives. The recruitment will be limited to colleges and universities in Pioneer’s service territory.
Expenses: $164.6 million
Agenda Item: 2 Agenda Date: 6/16/2022
Reclassifications
There are two current positions titled as Program Specialist II that originally worked with the mPOWER program and have transitioned over time to different responsibilities on the Community Choice Aggregate (CCA) side of the business. New job titles and job descriptions reflect the actual work that is being performed, with the new titles being: (1) Internal Operations Coordinator and (2) Senior Residential Coordinator. The salary bands will be unchanged from their prior salary band.
The following organizational chart illustrates the changes in the Proposed Budget:
Financing Highlights
Pioneer has a 15-year $10.5 million term loan with Umpqua Bank that was used to pay in full Pioneer’s loan obligation with Placer County that had initially provided necessary start up funding. The annual debt service is ► 17 Full-time Positions
Governing Board o 2 Repurposed Positions
o 4 New Full-time Positions
► 1 New Part-time Position
► Key Contract Services
General Counsel Executive Director Financial Auditor
Chief Operating
Officer
Sr. Manager,
Quantitative
Analysis &
Modeling
Power Resources
Manager
Power Contracts
Manager
Scheduling
Coordinator
Power
Procurement
Consulting
Legislative &
Regulatory
Manager
CalCCA
Legislative/
Regulatory
Legal Counsel
Power
Procurement
Legal Counsel
CRR Broker
Director of
Finance&
Administration
Internal
Operations
Coordinator
Human Resources
(Employee
Relations)
Human Resources
(Recruitment)
IT Auditor
------
Controller
Senior Financial
Analyst
Financial &
Administrative
Analyst I
Financial Advisor
Information
Technology
Services
Custodial
Services
Director of Public
Affairs, Marketing
&Programs
Key Accounts
Manager
Program Manager
Customer Billing
(PG&E)
Data Management
Services
Public Goods
Consultant
Senior Residential
Coordinator
Senior
Commercial
Coordinator
Marketing Intern
(Part-time)
Marketing
Services
Customer Call
Center
Agenda Item: 2 Agenda Date: 6/16/2022
$950 thousand, and the terms of the loan allow Pioneer to pay up to $2,100,000 annually in extra principal payments without being subject to a prepayment penalty. The budget proposes this extra payment which will save Pioneer $1.17 million in interest costs and decrease the term of the loan by 3.5 years.
Over time, staff have observed that there has been a decrease in the number of energy suppliers that have responded to Pioneer’s solicitations for energy, in addition, some of the suppliers have chosen to minimize additional exposure to Pioneer. Pioneer’s willingness and capacity to post collateral through a Letter of Credit should broaden the interest of suppliers to Pioneer’s solicitations and past indicative bids have demonstrated potential energy savings from suppliers that require collateral postings. Staff is currently working on obtaining this financial tool with Umpqua Bank and expect this item to come to the Board in the near future. The budget has programmed funding of $350 thousand for this purpose.
The California Public Utility Commission is contemplating a change to the Financial Security Requirement that is posted by CCA’s, such as Pioneer. Although this process is preliminary, the budget includes funding to meet this potential increase.
Reserves
During Fall 2021, the Board approved a revised Reserve Policy that established a minimum target of 160 days of cash liquidity and a timeline to achieve that minimum target in 3 to 5 years. Staff estimates that Pioneer should reach over 140 days of liquidity by June 2023 and achieve the minimum Reserve target of 160 days during Fiscal Year 2023-24.
mPOWER
mPOWER was closed to new applications on August 31, 2021, and funding of the final applications at this point has not been finalized. The mPOWER Budget for Fiscal Year 22-23 is separately displayed in the Budget document. Ongoing assessment revenue, bond servicing costs and administration costs will continue until the last Bond is paid in full.
FISCAL IMPACT
The Proposed FY 2022-23 Budget includes total revenues of $200.8 million and total expenses of $164.3 million resulting in a projected contribution to reserves of $36.5 million.
ATTACHMENTS
1. Resolution Adopting Fiscal Year 2022-23 Budget, Approving the Job Descriptions for the Internal Operations Coordinator, Program Manager, Senior Manager-Quantitative Analysis and Modeling, Senior Commercial Coordinator, and Senior Residential Coordinator; and Residential Coordinator.
Before the Governing Board of
Pioneer Community Energy
Resolution No.: ____________
The following Resolution was duly passed by the Governing Board of Pioneer Community Energy at a regular meeting held June 16, 2022, by the following vote on roll call:
Ayes:
Noes:
Absent:
Signed and approved by me after its passage.
______________________________
Chair of the Governing Board
Attest:
_______________________
Secretary
WHEREAS, the Executive Director has submitted the Fiscal Year 2022-23 Budget to the Board for consideration and comment; and
WHEREAS, the 2021-2024 Strategic Plan informed the Budget development; and WHEREAS, the Budget has been considered and comments were received from the Audit and Finance Committee on May 11, 2022; and
WHEREAS, the Budget has been considered and comments received from the Board at the May 19, 2022 Board meeting; and
WHEREAS, future power purchase costs, energy sales are uncertain; and weather-driven impacts, economic conditions, changes in wholesale energy market prices, changes in customer usage patterns are difficult to forecast and will impact actual revenues and expense; and
WHEREAS, the Board considers the Budget a ‘living’ document and will be informed by, actual usage, the closing of Energy Open Positions, and a mid-year Budget review; and WHEREAS, certain existing staff have transitioned to other responsibilities and new Job Descriptions are necessary; and
In the matter of: Adopting the Fiscal Year 2022-23
Budget, Approving the Job Descriptions for the
Internal Operations Coordinator, Program
Manager, Residential Coordinator, Senior
Manager-Quantitative Analysis and Modeling,
Senior Commercial Coordinator and Senior
Residential Coordinator
Resolution No. ___
2 WHEREAS, the needs of Pioneer necessitate additional staffing with newly created Job Descriptions;
BE IT RESOLVED, the Governing Board of Pioneer Community Energy, State of California, hereby finds, declares, and resolves as follows:
1. The above recitals are true and correct.
2. The Governing Board hereby approves and adopts the Pioneer Community Energy Fiscal Year 2022-23 Budget as presented in Attachment A.
3. The Executive Director is authorized to move budget authority between divisions and accounts, but not to increase or exceed the Board authorized total Budget.
4. Approve Job Descriptions for Internal Operations Coordinator, Program Manager, Residential Coordinator, Senior Manager-Quantitative Analysis and Modeling, Senior Commercial Coordinator, and Senior Residential Coordinator; and authorize the Executive Director to modify as needed.
5. The Executive Director is authorized to have flexibility to hire positions not original anticipated in the Budget as long as the authorized positions of 17 is not exceeded and salary and benefit actuals do not exceed the salary and benefit Budget.
6. This Resolution shall take effect immediately upon its adoption.
Attachments:
A: Fiscal Year 2022-23 Budget
B: Job Descriptions for Internal Operations Coordinator, Program Manager, Residential Coordinator, Senior Manager-Quantitative Analysis and Modeling, Senior Commercial Coordinator, and Senior Residential Coordinator
1 FISCAL YEAR 2022-23
OPERATING BUDGET
TABLE OF CONTENTS
1 STRATEGIC PRIORITIES ..................... ...................................................................................................... ....................... 3 EXECUTIVE DIRECTOR MESSAGE ...... ...................... ..................... ........................................... ....................................... 4 OARD OF DIRECTORS .................................................................................................................................................. 6 BOARD COMMITTEES .................................................................................................................................................... 7 ISCAL YEAR 2022-23 BUDGET SUMMARY ................................................................................................................... 9 EVENUES ................................................................................................................................................................... 10 EXPENSES ................................................................................. ................................................................................... 12 IVISION OVERVIEWS ................................................................................................................................................. 14 ORGANIZATION CHART ............................................................................................................................................... 22 POSITION LISTING ....................................................................... ........................................................... ..................... 23 OCUS ON FINANCIAL HEALTH .............................. ..................... ................................................................................ 24 PROJECTED RESERVES .............................................................. ... ........................................................... ..................... 25 FIVE YEAR FORECAST .................................................................................................................................................. 26 CUSTOMER STATISTICS ............................................................................................................................................... 27 MPOWER PROGRAM ................................................................ .............................................................. ..................... 29 ~GENCY OVERVIEW .................................................................................................................................................... 30 COMMUNITY BENEFITS ............................................................................................................................................... 33 2 Local
Engagement
Quality in
Service
Employer
of Choice
Financial
Stability &
Strategic
Growth
Operational
Excellence
Pioneer Community Energy was created to serve the needs of our region. As a steward of Placer County and El Dorado County resources, Pioneer strives to excel in each of its strategic priorities. These Strategic Priorities are actionable and are demonstrated throughout our work and organizational goals and objectives.
Strategic Priorities
Local Engagement
• Listen to our customers.
• Grow our relationships with
residents and businesses.
• Launch a Community Program
Advisory Committee.
Quality in Service
• Ensure the highest quality
customer service.
• Keep rates stable
and competitive.
• Launch community
requested programs.
Financial Stability &
Strategic Growth
• Pursue expansion
opportunities.
• Achieve an investment-grade credit rating.
• Participate in legislative and
regulatory proceedings that
support our customers.
Employer of Choice
• Conduct biennial compensation
and benefits study.
• Uphold Pioneer’s company culture.
Operational Excellence
• Continue grid resiliency
efforts to mitigate PSPS.
• Develop one
biomass project.
• Diversify Pioneer’s
energy procurement.
3 ~
EXECUTIVE DIRECTOR MESSAGE
I am pleased to present Pioneer Community Energy’s (“Pioneer”) Fiscal Year (“FY”) 2022-23 Recommended Budget. The FY 2022-23 Recommended Budget supports the Agency’s mission statement “Pioneer Community Energy is a locally owned provider of electricity - powering the communities we serve with competitive rates, reliable service, and a choice in energy options.” The foundation of the FY 2022-23 Recommended Budget is Pioneer’s strategic plan.
The balanced budget features Pioneer’s fifth full year of operations, which includes providing reliable energy, maintaining competitive rates by providing a minimum 6% discount to Pacific Gas & Electric’s (“PG&E”) customer generation rates resulting in $20 million of savings for our customers, and funding initiatives that are important to our customers.
The FY 2022-23 Recommended Budget includes $200.8 million in revenues offset by $164.6 million in expenses. The budget was developed based on 150,000 customer accounts, 1.8 billion kilowatt hours of energy sales, and seventeen full-time employees.
Major highlights of the budget include:
• Contribution to reserves of $36.2 million that will improve our credit, provide purchasing leverage, and mitigate the impact of rate increases. Our projected cash reserves by the end of the fiscal year will put Pioneer in a position of strength to pursue an investment grade credit rating • Enhancement of public outreach and customer relations efforts that will maintain current relationships while building new relationships with an overall goal of strengthening our involvement in the community
• Support to successfully close negotiations on long-term power purchase agreements that invest in local biomass projects that mitigate wildfire risk and creates local jobs • Implementation of energy efficiency programs that are recommended by the Customer Programs Advisory Committee
• Funding to pursue a long-term power prepay agreement that allows Pioneer to take advantage of its tax-exempt status to reduce power supply costs to maintain our stable and competitive rates • Increased funding of our pro-active approach to legislative and regulatory initiatives that are important to our customers while mitigating threats
• Continued funding for cybersecurity to protect our customer’s data 4 Sincerely,
Donald Eckert
Executive Director
Pioneer Community Energy
While Pioneer is currently in stable financial condition, there are risks and uncertainty that can impact the Agency including:
• Power Charge Indifference Adjustment (“PCIA”) – This charge is an exit fee assessed by PG&E to cover generation costs acquired prior to a customer switching to a Community Choice Aggregator such as Pioneer. This fee can impact Pioneer’s rate competitiveness. The exact impact to this year’s budget is unknown.
• Power Supply – Power supply is the largest and most volatile expense of Pioneer. Although Pioneer is governed by an energy risk management policy and is well hedged for the fiscal year, changes in energy needs and market prices can erode cash reserves quickly • Regulatory – Uncertainty in regulatory decisions by the California Public Utilities Commission could adversely affect the cost the customers have to pay to take service from Pioneer • Economy – We believe our service territory has an extremely resilient and well diversified economy, but a downturn would impact our projections
I am confident that Pioneer can focus on its strengths and work through the many challenges. Continued success will only be achieved through collaboration, creativity, and commitment. 5 Pioneer Board Members
Local representation of our region can be seen throughout Pioneer’s Joint Powers Authority and Board of Directors. With their leadership, Pioneer provides the communities we serve a choice in power. 6 ALICE DOWDIN CALVILLO
Auburn City Council
JEFF DUNCAN
Vice Chair, Mayor,
Loomis Town Council
JOHN HIDAHL
El Dorado County
Board of Suoervisors
SUZANNE JONES
Placer County
Board of Supervisors
JIM HOLMES
Chair, Placer County
Board of Supervisors
GREG JANDA
Rocklin City Council
DAN KARLESKINT WES HEATHCOCK MICHAEL SARAGOSA
GREG JANDA
Rocklin City Council
Lincoln City Council
DAN KARLESKINT
Lincoln City Council
Colfax City Manager Placerville City Council
MICHAEL SARAGOSA
Placervi lle City Council
2022 GOVERNING BOARD - COMMITTEES
7 Energy
Board Member Representing Expansion Audit & Finance Procurement Review
Chair
Alice Dowdin Calvillo City of Auburn X X
Vice Chair
Jeff Duncan Town of Loomis X X
Director
Jim Holmes County of Placer X
Director
Daniel Karleskint City of Lincoln X X
Director
Dennis Thomas City of Placerville X
Director
Greg Janda City of Rocklin X X
Director
John Hidahl County of El Dorado X
8 FISCAL YEAR 2022-23 BUDGET SUMMARY
9 PIONEER COMMUNITY ENERGY (CCA)
Recommended Budget for FY 2022-2023
$ in Thousands Adopted M id-Year Recommended Variance
Energy Revenues FY 2021-22 FY 2022-23 $ %
Energy Sales $125,940,000 $199,630,000 $73,738,000 58.6% GreenlO0 Sales $48,000
Congest io n Revenue Right s $3,250,000 $3,000,000 ($250,000) -7.7% Less Uncollectable Accounts ($1,414,000) ($1,996,780) ($582,780) 41.2% Tot al Energy Revenues $127,776,000 $200,681,220 $72,905,220 57.1% Energy Expenses
Power Supply $105,314,000 $149,977,000 $44,663,000 42.4% Operating M argin $22,462,000 $50,704,220 $28,242,220 125.7% OPERATING EXPENSES Adopted Mid-Year Recommended
By Divisio n FY 2021-22 FY 2022-23
Administration Total $1,497,000 $1,653,802 $156,802 10.5% Finance Total $1,252,000 $1,546,863 $294,863 23.6%
Power Procurement Total $1,714,000 $2,324,025 $610,025 35.6% Customer Care Total $2,382,000 $3,347,832 $965,832 40.5% M arketing Total $892,000 $1,053,678 $161,678 18.1%
_Legislative &Regulatory Total __ $702,000 $720,444 $18,444 2.6% Programs Total $56,000 $355,820 $299,820 535.4%
By Expense Type
Compensation Tot al $2,599,000 $3,620,582 $1,021,582 39.3% Contract Services Total $4,093,000 $6,215,161 $2,122,161 51.8% Operating Expenses Total $1,802,000 $1,166,721 ($635,279) -35.3% Total Operating Expenses $8,494,000 $11,002,464 $2,508,464 29.5% Debt Service
Term Loan Debt Services $950,000 $950,000 $0 0.0%
Addiitonal Term Loan Principal $0 $2,100,000 $2,100,000 Line/Letter of Credit Fees $0 $250,000 $250,000
Financial Security Requirement $0 $356,000 $356,000
Debt Service Total $950,000 $3,656,000 $2,706,000 284.8% Total Expenses $114,758,000 $164,635,464 $49,877,464 43.5% Non Operating Revenue
Invest ment gains (losses) $100,000 $75,000 ($25,000) -25.0% M iscellaneous Inco me $180,000 $0 ($180,000) -100.0%
Non Operating Revenue Total $280,000 $75,000 ($205,000) -73.2% Tot al Non Operat ing Revenue $2.80,000 $75,000 ($205,000) -73.2% Contribution to/(from) Reserves $13,298,000 $36,120,756 $22,822,756 171.6%
REVENUES
10 TOTAL REVENUES: $,200.8 million
REVENUES HIGHLIGHTS
Rate Stability
Revenues reflect the rate change approved in March 2022.
The budget assumes no changes to rates.
Full Year of Expansion
The Proposed Budget incorporates twelve months of revenue and expense increases due to the expansion to El Dorado County and City of Placerville. The FY 2021-22 Mid-Year Budget only included six months of the impact of expansion.
Energy Sales
Pioneer receives most of its revenues through rates with a small contribution from the Congestion Revenue Rights
program through the California Independent System
Operator (“CAISO”). Pioneer does not receive any subsidies from our member agencies.
11 EXPENSES
12 TOTAL EXPENSES: $164.6 million
EXPENSES HIGHLIGHTS
Staffing Increase & Reclassifications
The fiscal year 2022-23 Budget recommends an increase from 13 to 17 full time positions and one part time position at a cost of $760 thousand. The new positions include: (1) Legislative & Regulatory Manager; (2) Program Manager; (3) Senior
Commercial Coordinator; (4) Sr. Manager, Quantitative Analysis & Modeling; and one part-time Marketing Intern limited to Pioneer's service territory.
Two existing Program Specialist II positions will be reclassified to Internal Operations Coordinator and Sr. Residential Coordinator which align with current duties performed, with no fiscal impact.
Debt Service
The budget proposes an increased principal payment up to a total of $2.1 million towards Pioneer's $10.5M loan with Umpqua Bank. This extra payment would save Pioneer $1.17 million in interest costs and shorten the 15-year term by 3.5 years.
Line/Letter of Credit
Staff is currently working on obtaining a line and letter of credit capacity with Umpqua Bank to provide an additional tool to attract new energy suppliers that may require collateral posting.
The budget has programmed funding of $350 thousand for this purpose.
13 KEY RESPONSIBILITIES
Key responsibilities of the ADMINISTRATION Division include: efficient day-to-day operations throughout the organization, ensuring Board direction and policies are followed, including the 2021-2024 Strategic Plan, appointing and supervising all Pioneer personnel, accurately recording and preserving Pioneer’s legislative history and safeguarding vital, and permanent records.
PERSONNEL
There are 2 positions assigned to the ADMINISTRATION Division:
• Executive Director • Board Clerk/Executive Assistant
CONTRACT SERVICES
The Administration division funds office tenant improvements, janitorial services, and general legal services.
OPERATING EXPENSES
The Administration division funds office rent, alarm system, utilities, insurance costs for liability, workers compensation and property, Board member expenses
Memberships, trainings, conferences, and business-related travel are also budgeted for Administration personnel.
Recommended FY 2022-23 Budget
Compensation $ 566,252
Contract Services $ 431,325
Operating Expenses $ 656,225
Division Total $ 1,653,802
14 ADMINISTRATION DIVISION
KEY RESPONSIBILITIES
Key responsibilities of the FINANCE Division include:
Budget development and administration, accounts receivable/payable, financial reporting, procurement, human resources, benefit management, office management, information technology, facility management, contract administration, counterparty and operational risk management, payroll oversight, and front desk reception.
PERSONNEL
There are 4 positions assigned to the FINANCE Division:
• Director of Finance & Administration
• Sr. Financial Analyst
• Internal Operations Coordinator
• Finance & Administrative Analyst I
CONTRACT SERVICES
The Finance division funds various essential service contracts that encompass areas such as accounting, financial reporting and auditing, payroll services, human resources and recruitment, information technology support and informational technology security audits.
OPERATING EXPENSES
The Finance division provides all personnel with the necessary technology and software to carry out the daily functions of the organization, including telephone and internet services, print/copy machines, laptops and peripherals, and Board meeting broadcasting software. New hire background check fees, recruitment job postings, and benefit administration fees are also facilitated and funded by the Finance Division.
Memberships, trainings, conferences, and business-related travel are also budgeted for Finance personnel.
Recommended FY 2022-23 Budget
Compensation $ 745,530
Contract Services $ 603,350
Operating Expenses $ 197,983
Division Total $ 1,546,863
15 FINANCE DIVISION
KEY RESPONSIBILITIES
Key responsibilities of the DEBT MANAGEMENT Division include:
Provides budget for existing and potential debt obligations including the Financial Security Requirement funds deposited with PG&E.
PERSONNEL
There are no additional positions assigned to this DEBT MANAGEMENT Division, but is managed by the FINANCE Division.
DEBT SERVICE
Pioneer has an existing Term Loan with Umpqua Bank. The proceeds of that loan were used during Fiscal Year 20-21 to pay in full the start-up funding provided by Placer County. The annual debt service is approximately $925,000, the debt is scheduled to be paid in fully May 2036 with an interest rate of 3.85%.
OTHER DEBT AND RELATED EXPENSES
The Budget programs an additional principal payment of $2,100,000 (maximum per loan agreement) to the Term Loan with Umpqua Bank.
A Line of Credit and Credit Letter costs of $300,000. By providing a Letter of Credit collateral to energy suppliers, Pioneer may realize energy savings.
Pioneer is required to a Financial Security Requirement with PG&E as a provider of last resort. Proposals before the CPUC would increase Pioneers obligation by approximately $350,000.
Recommended FY 2022-23 Budget
Compensation $ -
Contract Services
Operating Expenses $ 3,656,000
Division Total $ 3,656,000
16 DEBT MANAGEMENT DIVISION
KEY RESPONSIBILITIES
Key responsibilities of the POWER PROCUREMENT Division include:
Overall management of Pioneer’s energy supply portfolio: Power supply planning, energy load and resource management, energy procurement (system power, renewable energy, carbon-free energy), issue RFPs for energy procurement, valuation of offers, and follow up contract negotiations for all power types and for long-term RPS PPAs and CPUC reliability requirements, integrated resource planning, development of biomass projects, development of structured products including grid resiliency, etc.
PERSONNEL
There are 3 positions assigned and 1 pending to the POWER PROCUREMENT Division:
• Chief Operating Officer*
• Power Resources Manager
• Power Supply Contracts Manager
• Sr. Manager, Quantitative Analysis and
Modeling (Pending)
CONTRACT SERVICES
The Power Procurement division funds various essential service contracts that encompass areas such as deal capture, position and risk reporting, expansion impact assessments and implementation plans, regulatory filings related to energy procurement, scheduling coordinator services, congestion revenue rights optimization, broker fees, and commercial legal support related to contract negotiations.
OPERATING EXPENSES
The Power Procurement division has budgeted funds for memberships, trainings, conferences, energy market analytical tools/data services, and business-related travel.
Recommended FY 2022-23 Budget
Compensation $ 1,003,149
Contract Services $ 1,285,426
Operating Expenses $ 35,450
Division Total $ 2,324,025
*Position shares time with multiple divisions
17 POWER PROCUREMENT DIVISION
KEY RESPONSIBILITIES
Key responsibilities of the Customer Care Division include:
Face of the organization with our customers. Works to create a relationship with all customers. Point of contact for all customers related to any, and all, issues regarding energy usage, energy options, energy saving ideas, and billing. Educate customers on topics such as solar, electric vehicles, batteries, etc.
PERSONNEL
There are 3 positions assigned and 1 pending to the Customer Care Division:
• Director of Public Affairs, Marketing & Programs*
• Key Accounts Manager*
• Sr. Residential Coordinator*
• Sr. Commercial Coordinator (Pending)*
CONTRACT SERVICES
The Customer Care Division funds PG&E’s service fee costs for billing, data, reporting, and other related items. This division also funds the database management firm that processes and reports all customer service and billing related items.
OPERATING EXPENSES
The Customer Care division provides the tools for staff to work directly with our customers. These expenses include mileage, customer meetings, and contact management software Memberships, trainings, conferences, and business-related travel are also budgeted for division personnel.
Recommended FY 2022-23 Budget
Compensation $ 427,557
Contract Services $ 2,895,012
Operating Expenses $ 25,263
Division Total $ 3,347,832
*Position shares time with multiple divisions
18 CUSTOMER CARE DIVISION
KEY RESPONSIBILITIES
Key responsibilities of the Marketing Division include:
Advertising campaigns, printing and mailing of required notifications, managing website, all variations of external communication and outreach activities.
PERSONNEL
There are 3 positions assigned and 2 pending to the Marketing Division:
• Director of Public Affairs, Marketing & Programs*
• Key Account Manager*
• Sr. Residential Coordinator*
• Sr. Commercial Coordinator (Pending)*
• Marketing Intern (Pending)
CONTRACT SERVICES
The Marketing Division funds the communication/marketing consultant services. This includes website management, social media development, various advertisement opportunities and the creation of collateral, as needed.
OPERATING EXPENSES
The Marketing Division funds a variety of marketing efforts. These include all advertising, sponsorships, required written notifications, printing and mailing, and miscellaneous outreach.
Memberships, trainings, conferences, and business-related travel are also budgeted for division personnel.
Recommended FY 2022-23 Budget
Compensation $ 264,388
Contract Services $ 546,240
Operating Expenses $ 243,050
Division Total $ 1,053,678
19 *Position shares time with multiple divisions
MARKETING DIVISION
1--------------------; .................. ............................... ..... .. ................. .
Key responsibilities of the REGULATORY AND LEGISLATIVE AFFAIRS Division include:
Tracking legislation and regulations through multiple amendments and prepare drafts of legislative and regulatory updates on policy issues and programs; performing research projects on legislative and regulatory policy issue areas - preparing and presenting findings and recommendations of Pioneer position; representing Pioneer in regulatory proceedings through preparation of data requests, written responses, position papers, analytical models, testimony, and exhibits; reviewing and drafting comments and briefs, providing high level technical and/or analytic input on regulatory and legislative matters; overseeing the preparation of data requests, testimony, and hearing exhibits and participate in administrative hearings; tracking, reviewing, analyzing and summarizing filings prepared by utilities and other entities that could impact Pioneer and its customers; coordinating and working closely with technical experts and external regulatory counsel to develop effective and persuasive communications before the CPUC, CA Energy Commission, CA Legislature and any other legal or regulatory body as may be needed.
PERSONNEL
There are 2 positions assigned and 1 pending to the REGULATORY AND LEGISLATIVE AFFAIRS Division:
• Chief Operating Officer*
• Legislative and Regulatory Analyst I
• Legislative & Regulatory Manager
(Pending)
CONTRACT SERVICES
The Regulatory and Legislative Affairs division funds various essential service contracts that encompass areas such as legal support for key filings and detailed analyses on regulatory proceedings and legislative bills, legal support specifically for challenging PG&E’s ERRA and GRC filings that directly impact Pioneer’s bottom line, and legislative consulting for key lobbying efforts.
OPERATING EXPENSES
The Regulatory and Legislative Affairs division has budgeted funds for memberships, trainings, conferences, and business-related travel.
Recommended FY 2022-23 Budget
Compensation $ 361,386
Contract Services $ 353,808
Operating Expenses $ 5,250
Division Total $ 720,444
20 *Position shares time with multiple divisions
REGULATORY & LEGISLATIVE DIVISION
KEY RESPONSIBILITIES
Key responsibilities of the Programs Division include:
Complete the process started with CPAC. Development of customer facing programs, educate customers on Pioneer programs and external programs available to customers. Process any rebate and/or incentives to customers. Educate customers on energy saving opportunities.
PERSONNEL
There are 3 positions assigned and 1 pending to the Programs Division:
• Director of Public Affairs, Marketing & Programs*
• Key Accounts Manager*
• Sr. Residential Coordinator*
• Programs Manager (Pending)
CONTRACT SERVICES
The Programs Division funds applications and administration of public purpose funding and other initiatives
OPERATING EXPENSES
The Programs Division provides all personnel with the necessary resources and tools to carry out the responsibilities of the group.
Memberships, trainings, conferences, and business-related travel are also budgeted for division personnel.
Recommended FY 2022-23 Budget
Compensation $ 252,320
Contract Services $ 100,000
Operating Expenses $ 3,500
Division Total $ 355,820
*Position shares time with multiple divisions
21 PROGRAMS DIVISION
recommended by the Customer Programs Advisory Committee. i
! ................................................................................ ! ......................................................................................... .. :' ·
B ................................................................................ !" ........................................................................................ . !·
I
17 Full-time Positions
o 2 Repurposed Positions
o 4 New Full-time Positions
1 New Part-time Position
Key Contract Services
Governing Board
Executive Director Financial Auditor
Director of Public
Affairs, Marketing
& Programs
Senior Residential
Coordinator
Key Accounts
Manager
Senior
Commercial
Coordinator
Program Manager
Marketing Intern
(Part-time)
Customer Billing
(PG&E)
Marketing
Services
Data Management
Services
Customer Call
Center
Public Goods
Consultant
Director of
Finance &
Administration
Senior Financial
Analyst
Internal
Operations
Coordinator
Financial &
Administrative
Analyst I
Human Resources
(Employee
Relations)
Financial Advisor Human Resources
(Recruitment)
Information
Technology
Services
IT Auditor
Custodial
Services
Controller
Chief Operating
Officer
Legislative &
Regulatory
Manager
Legislative &
Regulatory
Analyst I
Sr. Manager,
Quantitative
Analysis &
Modeling
Power Resources
Manager
Power Contracts
Manager
Legislative/
Regulatory
Legal Counsel
Scheduling
Coordinator
Power
Procurement
Legal Counsel
Power
Procurement
Consulting
CRR Broker
CalCCA
Board Clerk/
Executive
Assistant
General Counsel
ORGANIZATION CHART
22 POSITION LISTING
23 POSITION LISTIING/CONTROL
The posit ions listed below are funded in t he Fiscal Year 2022-23 Budget and any Vacant posit ions are aut hori zed to be fi lled.
PDSITI DN TITLE
Board Clerk/Execut ive Assist ant
Chief Operating Officer
Direct or of Finance & Administration
Direct or of Public Affairs, Marketing & Programs
Executive Direct or
Financial & Administrative Analyst I
I nternal Operations Coordinat or
Key Accounts M anager
Legislative & !Regulat ory Analyst I
Legislative & !Regulat ory M anager
Pow er Contracts M anager
Pow er Resources Manager
Programs M anager
Senior Commercial Coordinat or
Senior Financial Analyst
Sr. Manager, Quantitative Analysis & Modeling
Senior !Residential Coordinat or
To,t al Authorized Full~ Time Po,sitio,ns
Marketing !Intern (Part-Time)1
Total Authorized Part-Tim e, Po,si1tions
# Of Positions
1 1
1 1
1 1
1 1
1 1
1 1
1 1
1 1
1 17
1 1
FOCUS ON FINANCIAL HEALTH
Building Financial Health
For Pioneer to provide its customers with competitive and stable rates and to provide value to the communities in its territory, Pioneer needs to achieve and maintain financial health. The most critical target for Pioneer to achieve is the appropriate level of cash reserves.
What Are Reserves?
An organization’s financial reserves are a discrete subset of its liquid net assets. They are a distinct pool of assets that an organization can access either to mitigate the impact of unbudgeted, undesirable financial events or pursue opportunities of strategic importance that may arise in the future.
Key Financial Policies
Effective and appropriate financial policies provide a clear path to reaching long-term sustainability. The policies offer critical guidance to the Board in rate-setting decisions to achieve the cash reserve target over the next few years:
1. Frequency of Financial Projections Policy - A financial projection is a tool used to determine Pioneer’s current financial standing and over a forecast period. A financial projection incorporating revenues and expenses should be updated every year as part of the budget process. The projection should also include the analysis of key financial targets of cash reserves, debt coverage ratio and rate competitiveness. The rate competitiveness component should also be updated when Pacific Gas & Electric (“PG&E”) issues a rate change.
2. Cash Reserves Policy - The best measurement of the financial health of the utility is its ability to achieve and maintain the appropriate cash reserve. Cash reserves are the most important tool Pioneer has to provide stable and competitive rates. It is extremely important the Board set rates to sufficiently fund operations and build cash reserves.
The policy recommends a minimum cash reserve target of 160 days of cash on hand. The minimum cash reserve target is anticipated to be achieved during FY 2023-24 which is within the policy's recommended timeline.
3. Debt Coverage Ratio Policy - Debt coverage ratio is a measurement of debt affordability. Pioneer has a 15-year term loan with Umpqua Bank. Rate setting must account for Pioneer’s annual debt service. The Board of Directors commits to maintaining proper debt coverage ratios in order to sufficiently fund debt with cash flow from operations.
4. Meeting a Rate Threshold Policy - Like a traditional utility, Pioneer has a defined service territory, however, unlike a traditional utility, Pioneer does not have a captive customer base. Rate competitiveness is as equally important as meeting financial targets. Rate setting must strive for balance between ratepayer savings compared to PG&E and the financial health of the utility. The policy stresses the importance of setting rates that achieve balance. However, if maintaining a rate differential to PG&E causes Pioneer’s cash balance to fall below 90 days of cash on hand, it will trigger a reevaluation of rates until target cash balances are restored.
5. Annual Inflationary Increases- The purpose of this policy is to give the Board an option to consider annual inflationary increases to allow Pioneer to keep up with changes in operation costs. The annual inflationary adjustment would correlate to the consumers price index. When evaluating an inflationary adjustment, rate competitiveness to PG&E will be considered.
24 PROJECTED RESERVES
25 RESERVES
$100,000
$90,000
$80,000
~ $70,000
s:::
CtJ $60,000 Cl'j
::::i
0 $50,000
~ $40,000
s::: ·- $30,000 ~
$20,000
$10,000
$0
FY21 FY22 FY23 FY24
- Rese1rves - Target
FIVE YEAR FORECAST
26 PIONEER COMMUNITY ENERGY i(CCA)
Five Year Forecast
FY 2022-23 FY 2023-24 FY 2024-25 FY 2025-26 FY 2026-27
Energy Revenues Recommended Projected Projected Projected Projed ed En e rgy Sa le s $199,630,000 $:W4,216,000 $204,696,000 $205, 719,000 $206, 739,000 Gree n:1:00 Sale s $48,000 $49,000 $49,000 $49,000 $50,000 Congestion Reve nu e Rights $3,000,000 $1,601,000 $1,605,000 $1,613,000 $1,621,000 Less Uncoll e ctable Accou nts ($1,996,780} ($2,042,650) ($2,047,450) ($2,057,680) ($2,067,890) Jotal Energy Revenues $200,681,220 $203,823,350 $204,302,550 $205,323,320 $206,34.2,110 Energy Expenses
Pow e r Supply $149,977,000 $158,854,000 $155,594,000 $168,029,000 $167,581,000 Operating Margin $50, 704,220 $44,969,350 $48, 708,550 $37,294,320 $38, 761,110 OPERAJING EXPENSES Recommended Projected Projected Projected Projeded By Division
Administration I otal $ 1,653,802 $1, 713,543 $1, 775,630 $1,827,470 $1,871,979 Finance I ota I $ 1,546,863 .$1, 720,022 $1, 782,450 $1,842,156 $1,903,701 ............................................... ................ ........................................................................... ........ ...... ........................................................................... ........ ...... ........................................................................... ........ . .........
Power Procurementi otal $2,324,025 $2,409,258 $2,496,342 $2,.585,560 $2,668,751 Customer care I otal $3,347,832 $3,658,4.58 $3, 777, 774 $3,900,036 $4,025,304 Marketing I ota I $ 1,053,678 .$1,297, 735 $1,340,576 $1,380,056 $1,420,545 legislative & Regulatory Total .$720,444 $747,248 $774,760 $802,938 $831,800 Programs J ota I $355,820 $1,310,059 $1,341, 789 $1,374,114 $1,421,540 By Expe nse Typ e
Compensation $3,620,582 $4,264,652 $4,461,801 $4,642,322 $4,824,298 Contract Services $6,215, 161 $6,401,616 .$6,593,664 $6, 791,474 $6,995,218 Operating Expenses $1,166, 721 $2,190,056 $2, 233,857 $2,278,534 $2,324,105 I otal Operating Expenses $11,002,464 $12,856,323 $13,289,322 $13, 712,330 $14, 14.3,621 Debt Service
Te rm Loan De bt Se rvice s $950,000 $950,000 $950,000 $475,000 Add iit onal Te rm Loan Principal $2,100,000 $2,100,000 $2,100,000 $1,100,000 line/ Lette r of Cre dit Fees $250,000 $250,000
Financial Security Re quire me nt $356,000 $6,000 $6,000 $6,000 $6,000 Debt Service I ota I $3,656,000 .$3,306,000 $3,0 56,000 $1,581,000 $6,000 Total Expenses $164,635,464 $175,016,323 $171,939,322 $183,.322,330 $181, 730,621 Non Operating Revenue
Inve st me nt ga ins (l oss e s) $75,000 $100,000 $125,000 $150,000 $175,000 Mis,ce ll aneous. income $0 $0 $0 $0 $0
Non Operating Revenue I otal $75,000 $100,000 $125,000 $150,000 $175,000 Tot al Non Operating Reve nu e $75,000 $100,000 $125,000 $150,000 $175,000 Contribution to/(from) Reserves $36, 1:W,756 $28,907,027 $32,488,228 $22,150,9-90 $24, 786,489
CUSTOMER STATISTICS
27 150,000 Customer Accounts
1.8 Million MWh's Energy Sales
28 mPOWER PROGRAM
29 PIONEER COMMUNITY ENERGY (mPOWER)
m1POWER
Recom1m1ended Budget for FY 2022-2023
1mlPOWER REVENUES
Program income
TOTAL 1mPOWER REVEINUIES
1mlPOWER PIROGIRAIM EXPENSES
Program
Administration
Bond Principal Payment
Bond Interest Payment
Programs Total
Contribution to/(from) !Reserves
$682,344
.$682,344
$52,500
$272,400
$290,000
.$614,900
$67,444
AGENCY OVERVIEW
In 2018, Pioneer first began providing electricity services to Auburn, Colfax, Lincoln, Rocklin, Loomis and most of unincorporated Placer County. In 2022, we started providing the same stable and reliable electric service to most of unincorporated El Dorado County and the City of Placerville.
Our Governing Board consists of nine locally elected representatives from the El Dorado County and Placer County Board of Supervisors and the City Councils of Auburn, Colfax, Lincoln, Placerville, Rocklin and the Town of Loomis.
Our primary objective is powering our community with competitive rates, not earning shareholder profits. Like most CCAs, Pioneer is nimble in our efforts to source and search for power in a manner that traditional Investor-Owned-Utilities (IOUs) are not.
Pioneer Community Energy is a local not-for-profit provider of electricity, powering communities with competitive rates, reliable service and a choice in energy options.
Pioneer was formed in 2017, joining the other California Community Choice Aggregators (CCAs) in providing energy to more than 11 million customers across the state. 30 ROCKLIN CALIFORNIA
AGENCY OVERVIEW
Our customers don’t notice any difference in service – but the power is leveraged to maximize benefits to you and the community.
With Pioneer, residents and businesses can choose from the following energy options:
Pioneer Standard
• Automatic enrollment – no need to do anything
• Savings of at least 6% compared to PG&E’s generation rates Pioneer Green100
• Optional service upgrade at any time
• 100% renewable energy
Net Energy Metering
• Automatic enrollment; net surplus generation paid at full retail cost Community Choice Aggregators act just like traditional power companies, they pool power loads among participants to create buying power for this essential resource – energy. In the case of Pioneer, the combined energy needs of the businesses and residents in our service areas are used to purchase reliable power at competitive rates. 31 How Community Choice Aggregation Works
Electricity
Pioneer procures your energy.
Delivery Customer
PG&E delivers energy, maintains You get a choice in your power - lines, and sends bills. competitive and stable rates,
energy options, and exceptional
customer service.
32 COMMUNITY BENEFITS
33 Your Power. Your Choice.
Why Choose Pioneer?
Competitive
•
Rates
W& are committed to competltlve,
stable electricity generallon rates. In
2022, our customers are projected to
save over 519.5 mllllon just for being
Pioneer custome,rs .
0 .
Local Influence
we seeli: k)cal lnnuence and Input
r99ardln9 programs and rotes.
0 Reinvesting in the Community
From 2020-2021, Pioneer contributed
ov&r $8mRllon lo the locol economy In
contracts and purchases.
Powered
• by the Community
we are powered by the communities w&
serve - not corporate shoreholders.
•
Flexible • Options
Wlth the addition of the Green!OO rote,
Ploneet Is the only provider of electrlclty
In our oreo that offers 100,. renewoble
energy to those who wont It
www.pioneercommunityenergy.org
Pioneer Community Energy
Job Description
Employee’s Name:
Job Title: Internal Operations Coordinator
Department: Operations
Reports To: Director of Finance and Administrative Services FLSA Status: Non-Exempt
Prepared By: HRtoGO
Prepared Date: 04/2022
Summary: To plan, organize, coordinate and implement activities in support of Pioneer’s internal operations as it relates to information technology, cybersecurity, facility management, and related operational activities; and to provide a variety of professional and technical support to Pioneer staff and management.
Essential Duties and Responsibilities: include the following. Other duties may be assigned. • Recommend and assist in the implementation of goals and objectives as it relates to information technology and cybersecurity; coordinate with outside consultants for the development of related policies and ensure their implementation. • Support Board of Director meetings, ensuring compliance with the Brown Act as it relates to the broadcasting and posting of videos; research and implement technology options in response to changing requirements.
• Research, order, install and track inventory for information technology equipment and software, office supplies and related equipment; review and approve invoices. • Oversee asset management related to personal computers, laptops, software and related peripheral equipment.
• Troubleshoot and maintain, or coordinate with outside vendors for the repair of computers, peripheral equipment, and facilities.
• Develop, maintain, and update databases used for operational activities; run queries and quality control data.
• Perform monthly facility inspections, identifying, correcting or coordinating repairs. • Maintain and update website documents, images, video and content. • Responsible for delinquent account collection efforts and write off (with supervisor approval) for customers no longer in the investor owned utility billing system. • Support billing function by calculating Net Energy Metering (NEM) cash out payments to customers on a monthly and annual basis.
• Coordinate audits as it related to information technology and Automated Metering. • Coordinate account creation, deletion and permissions for new, existing, and separating employees.
• Create and maintain building access permissions and serve as point of contact in the event of an alarm.
• Prepare technical and administrative reports; train users in operational procedures and prepare related written instructions.
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• Build and maintain positive working relationships with co-workers, Board of Directors, other Authority employees and the public using principles of good customer service. • Perform related duties as assigned.
Supervisory Responsibilities: This job has no supervisory duties.
Measures of Performance: The Internal Operations Coordinator shall be considered to be performing in an acceptable manner when the following have been accomplished:
1. Analytical Thinking – Synthesizes complex or diverse information; Collects and researches data; Uses intuition and experience to complement data; Makes a systematic comparison of two or more alternatives; Notices discrepancies and inconsistencies in available information; Approaches a complex task or problem by breaking it down into its component parts and considering each part in detail; Weighs the cost, benefits, risks, and chances for success in making a decision; Designs work flows and procedures.
2. Problem Solving – Identifies and resolves problems in a timely manner; Gathers and analyzes information skillfully; Develops alternative solutions; Works well in group problem solving situations; Uses reason even when dealing with emotional topics.
3. Interpersonal Skills – Focuses on solving conflict, not blaming; Maintains confidentiality; Listens to others without interrupting; Keeps emotions under control; Remains open to others' ideas and tries new things.
4. Oral Communication – Speaks clearly and persuasively in positive or negative situations; Listens and gets clarification; Tailors the content of speech to the level and experience of the audience; Uses appropriate grammar and choice of words in oral speech; Organizes ideas clearly in oral speech; Responds well to questions; Demonstrates group presentation skills; Participates in meetings.
5. Written Communication – Writes clearly and informatively; Edits work for spelling and grammar; Varies writing style to meet needs; Presents numerical data effectively; Able to read and interpret written information.
6. Teamwork – Balances team and individual responsibilities; Exhibits objectivity and openness to others' views; Gives and welcomes feedback; Contributes to building a positive team spirit; Puts success of team above own interests; Able to build morale and group commitments to goals and objectives; Supports everyone's efforts to succeed; Listens and responds constructively to other team members’ ideas; Offers support for others’ ideas and proposals; Is open with other team members about his/her concerns; Expresses disagreement constructively.
7. Professionalism – Approaches others in a tactful manner; Reacts well under pressure; Treats others with respect and consideration regardless of their status or position; Accepts responsibility for own actions; Follows through on commitments. fp/ONEER
8. Quality – Demonstrates accuracy and thoroughness; Looks for ways to improve and promote quality; Applies feedback to improve performance; Monitors own work to ensure quality.
9. Attendance/Punctuality – Is consistently at work and on time; Ensures work responsibilities are covered when absent; Arrives at meetings and appointments on time.
10. Dependability – Follows instructions, responds to management direction; Takes responsibility for own actions; Keeps commitments; Commits to long hours of work when necessary to reach goals. Completes tasks on time or notifies appropriate person with an alternate plan.
Qualifications: To perform this job successfully, an individual must be able to perform each essential duty satisfactorily. The requirements listed below are representative of the knowledge, skill, and/or ability required. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.
Education and/or Experience: Bachelor’s degree (B.A.) from four-year college or university; or one to two years related experience and/or training; or equivalent combination of education and experience. Major course work in Computer Science, Information Technology, or a related field.
Four years of increasingly responsible experience supporting, troubleshooting and maintaining hardware and software.
Language Skills: Ability to read and interpret documents such as safety rules, operating and maintenance instructions and procedure manuals. Ability to write routine reports, and correspondence. Ability to speak effectively before groups of customers or employees of the organization.
Mathematical Skills: Ability to work with mathematical concepts such as probability and statistical inference, and fundamentals of plane and solid geometry and trigonometry. Ability to apply concepts such as fractions, percentages, ratios, and proportions to practical situations.
Reasoning Ability: Ability to solve practical problems and deal with a variety of concrete variables in situations where only limited standardization exists. Ability to interpret a variety of instructions furnished in written, oral, diagram, or schedule form.
Computer Skills: To perform this job successfully, an individual should have knowledge of Internet software and the Microsoft Office Suite of products. Knowledge of basic office equipment should include: Internet and email, copy and fax machines, postage meter and telephone.
Certificates, Licenses, Registrations: A current CA driver’s license and proof of auto insurance are required.
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Other Skills and Abilities:
• Perform personal computer hardware and software customer support duties. • On a continuous basis, know and understand all aspects of the job; intermittently analyze work papers, reports and special projects; identify and interpret technical and numerical information; observe and problem solve operational and technical policy and procedures. • Use telephone, and write or use a keyboard to communicate through written means. • Troubleshoot and resolve information technology related issues. • Design, build and maintain databases and perform detailed analysis of data. • Establish and maintain effective working relationships with those contacted in the course of work.
Other Qualifications:
• Principles and practices of information technology.
• Personal computers, including hardware, software and related peripheral equipment. • Active Directory structure and functions.
• Microsoft Windows operating systems
• Principles and techniques of troubleshooting for desktop computer and printers in a network environment.
• Principles of website programming.
• Methods of database design and queries.
• Principles of program and project management.
• Basic construction industry standards.
• Advanced customer service practices.
• Pertinent local, State, and Federal ordinances, rules, and regulations. • Modern office equipment and methods including use of computer applications.
Physical and Emotional Demands: The physical demands described here are representative of those that must be met by an employee to successfully perform the essential functions of this job.
Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions. The inability to cope with a stressful work environment does not constitute a protected disability.
While performing the duties of this job, the employee is frequently required to sit. The employee is regularly required to stand; walk; use hands to finger, handle, or feel; reach with hands and arms; climb or balance; stoop, kneel, crouch, or crawl and talk or hear. Intermittently twist to reach equipment surrounding desk; perform simple grasping and fine manipulation. The employee must occasionally lift and/or move up to 25 pounds. Specific vision abilities required by this job include close vision, distance vision, color vision, peripheral vision, depth perception and ability to adjust focus.
Work Environment: The work environment characteristics described here are representative of those an employee encounters while performing the essential functions of this job. Reasonable fp/ONEER
accommodations may be made to enable individuals with disabilities to perform the essential functions.
The noise level in the work environment is usually quiet.
Acknowledgements: I have reviewed and understand the above job description and believe it to be accurate and complete. I also understand that the company retains the right to change this job description at any time. I also understand that this job description is not a contract for work.
I certify that I possess all of the “Essential Requirements” of the job outlined herein, except as noted here (If none, so state):
I certify that I am fully capable (with or without a reasonable accommodation) of performing all of the essential functions documented herein, and I do not have a physical or mental disability that would jeopardize the health and or safety of my co-workers.
I do not require an accommodation in order to perform the essential functions of this job as indicated in this job description.
I require an accommodation in order to perform the essential function of this job as indicated on this job description. The accommodation I require is:
__________________________________________________________________ I understand, and fully agree, that this job description does not constitute a written or implied contract for employment and that my employment relationship with the company is “at will,” for an unspecified duration, and may be terminated at any time by me or the company as specified by Section 2922 of the California Labor Code.
________________________________________ _____________________ Employee’s Signature Date
________________________________________ _____________________ Supervisor’s Signature Date
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Pioneer Community Energy
Job Description
Job Title: Program Manager
Department: Programs
Reports To: Director of Public Affairs, Marketing & Programs FLSA Status: Exempt
Prepared Date: June 2022
Summary: The Program Manager organizes, assigns, reviews and participates in the work of personnel engaged in programs work in the development and implementation of energy efficiency, conservation, renewable energy, and demand-side resource management programs for Authority customers; and provides administrative support to the Director of Public Affairs, Marketing & Programs.
Essential Duties and Responsibilities: include the following. Other duties may be assigned. • Plans and reviews the performance of staff involved in the implementation of energy efficiency, conservation, renewable energy, and demand-side resource management programs.
• Coordinates Public Affair, Marketing and Programs Division activities with those of other division and outside agencies and organizations.
• Researches, develops, and implements various energy efficiency and conservation programs for residential, large and small retail commercial electric utility customers, tenant improvements, new residential construction, and retro-fit projects; updates and modifies existing programs to make best use of new technology in response to customer needs and to reduce electric utility demands and operating costs. • Researches products to improve electric energy efficiency; reviews electric industry and various market sectors for best practices; identifies new technology and products that are available to customers and meets the demographics of the community. • Conducts research including surveys and analysis regarding public opinion about the value of and demand for energy efficiency programs.
• Makes presentations regarding programs; educates and informs customers, developers, contractors, architects, Authority staff and others about energy efficiency programs and related cost savings; represents the Authority at events, fairs and other public gatherings; participate in panel discussions to explain programs and describes participation benefits and requirements.
• Researches and reviews grant opportunities; completes and submits grant application and administers grants; develops and implements programs consistent with grant requirements.
• Develops and implements measures to analyze and evaluate program effectiveness and methods of recruitment and enrollment; recommends modifications for process improvements; and prepares related cost/benefit analysis. • Works closely with customers, building and business owners, architects, developers, and contractors to determine energy efficiency programs that meet their needs, enhances ZONEER
operations and reduces electric utility payments; assists in identifying and resolving problems and concerns related to energy efficient and environmentally sound installations. • Assist with designing energy efficiency and other demand-side management programs including developing metrics to gauge program success.
• Manages and implements energy efficiency or other demand-side management programs. • Establishes community outreach plans and implementation for the enrollment of new communities during service area expansion, including meeting state legal requirements. • Assists with implementing strategy as it relates to key accounts, programs and services including large commercial and municipal customers.
• Builds and maintains positive working relationships with co-workers, Board of Directors, other Authority employees and the public using principles of good customer service. • Performs related duties as assigned.
• Regular, predictable attendance is required.
• Ability to get along and work effectively with others.
Supervisory Responsibilities: May exercise technical and functional supervision over assigned Program Specialist staff in accordance with the organization's policies and applicable laws. Duties may include interviewing, hiring, and training employees; planning, assigning, and directing work; appraising performance; rewarding and disciplining employees; addressing complaints and resolving problems.
Measures of Performance: The Program Manager shall be considered to be performing in an acceptable manner when the following have been accomplished:
1. Oral Communication – Speaks clearly and persuasively in positive or negative situations; Listens and gets clarification; Tailors the content of speech to the level and experience of the audience; Uses appropriate grammar and choice of words in oral speech; Organizes ideas clearly in oral speech; Responds well to questions; Remains open to other’s ideas and tries new things; Participates in meetings.
2. Written Communication – Writes clearly and informatively; Edits work for spelling and grammar; Varies writing style to meet needs; Presents numerical data effectively; Able to read and interpret written information.
3. Teamwork – Balances team and individual responsibilities; Exhibits objectivity and openness to others' views; Gives and welcomes feedback; Contributes to building a positive team spirit; Puts success of team above own interests; Able to build morale and group commitments to goals and objectives; Supports everyone's efforts to succeed; Listens and responds constructively to other team members’ ideas; Offers support for others’ ideas and proposals; Is open with other team members about his/her concerns; Expresses disagreement constructively.
4. Professionalism – Approaches others in a tactful manner; Reacts well under pressure; Treats others with respect and consideration regardless of their status or position; Accepts responsibility for own actions; Follows through on commitments.
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5. Quality – Demonstrates accuracy and thoroughness; Looks for ways to improve and promote quality; Applies feedback to improve performance; Monitors own work to ensure quality.
6. Attendance/Punctuality – Is consistently at work and on time; Ensures work responsibilities are covered when absent; Arrives at meetings and appointments on time.
7. Dependability – Follows instructions, responds to management direction; Takes responsibility for own actions; Keeps commitments; Commits to long hours of work when necessary to reach goals. Completes tasks on time or notifies appropriate person with an alternate plan.
8. Judgment - Displays willingness to make decisions; Exhibits sound and accurate judgment; Supports and explains reasoning for decisions; Includes appropriate people in decision-making process; Makes timely decisions.
9. Delegation - Delegates work assignments; Matches the responsibility to the person; Gives authority to work independently; Sets expectations and monitors delegated activities; Provides recognition for results.
10. Leadership - Exhibits confidence in self and others; Inspires and motivates others to perform well; Effectively influences actions and opinions of others; Accepts feedback from others; Gives appropriate recognition to others.
11. Managing People - Includes staff in planning, decision-making, facilitating and process improvement; Takes responsibility for subordinates' activities; Makes self available to staff; Provides regular performance feedback; Develops subordinates' skills and encourages growth; Solicits and applies customer feedback (internal and external); Fosters quality focus in others; Improves processes, products and services.; Continually works to improve supervisory skills.
12. Business Acumen - Understands business implications of decisions; Displays orientation to profitability; Demonstrates knowledge of market and competition; Aligns work with strategic goals.
13. Cost Consciousness - Works within approved budget; Develops and implements cost saving measures; Contributes to profits and revenue; Conserves organizational resources.
14. Organizational Support - Follows policies and procedures; Completes administrative tasks correctly and on time; Supports organization's goals and values; Supports affirmative action and respects diversity.
15. Strategic Thinking - Develops strategies to achieve organizational goals; Understands organization's strengths & weaknesses; Has an in-depth understanding of competitive ZONEER
products and services within the marketplace; Develops and proposes a long term strategy for the organization based on an analysis of the industry and marketplace.
Qualifications: To perform this job successfully, an individual must be able to perform each essential duty satisfactorily. The requirements listed below are representative of the knowledge, skill, and/or ability required. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.
Education and/or Experience: Bachelor’s degree from an accredited college or university with major course work in Business Administration, Engineering, Public Administration, or a related field. Two years of experience similar to that of a Program Specialist II.
Language Skills: Ability to read, analyze, and interpret general business periodicals, professional journals, technical procedures, or governmental regulations. Ability to write reports, business correspondence, and procedure manuals. Ability to effectively present information and respond to questions from groups of managers, members, governmental bodies/boards and the general public.
Mathematical Skills: Ability to work with mathematical concepts such as probability and statistical inference, and fundamentals of plane and solid geometry and trigonometry. Ability to apply concepts such as fractions, percentages, ratios, and proportions to practical situations.
Reasoning Ability: Ability to define problems, collect data, establish facts, and draw valid conclusions. Ability to interpret an extensive variety of technical instructions in mathematical or diagram form and deal with several abstract and concrete variables.
Computer Skills: To perform this job successfully, an individual should have knowledge of Internet software and the Microsoft Office Suite of products. Knowledge of basic office equipment should include: Internet and email, copy and fax machines, postage meter and telephone.
Certificates, Licenses, Registrations: Possession of, or ability to obtain, a valid California driver’s license.
Other Skills and Abilities:
Ability to:
• Identify, design and administer programs that result in energy/cost savings for customers. • Perform complex calculations related to energy efficiency and to perform energy audits in person or via the internet, as assigned.
Other Qualifications:
Knowledge of:
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• Advanced principles and practices of electric energy efficiency technologies and related program development, implementation and marketing.
• Advanced energy consumption economics and analysis.
• Sophisticated market research techniques and analysis. • Electric industry standards, and current technology and trends related to energy efficiency and conservation programs.
• Pertinent local, State, and Federal ordinances, rules, and regulations.
Physical and Emotional Demands: The physical demands described here are representative of those that must be met by an employee to successfully perform the essential functions of this job.
Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions. The inability to cope with a stressful work environment does not constitute a protected disability.
While performing the duties of this job, the employee is frequently required to sit and talk or hear.
The employee is occasionally required to walk and use hands to finger, handle, or feel. The employee is occasionally required to stand, reach with hands and arms. The employee must occasionally lift and/or move up to 10 pounds. Specific vision abilities required by this job include close vision, distance vision, color vision, peripheral vision, depth perception and ability to adjust focus.
Work Environment: The work environment characteristics described here are representative of those an employee encounters while performing the essential functions of this job. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.
The noise level in the work environment is usually quiet.
Acknowledgements: I have reviewed and understand the above job description and believe it to be accurate and complete. I also understand that the company retains the right to change this job description at any time. I also understand that this job description is not a contract for work.
I certify that I possess all of the “Essential Requirements” of the job outlined herein, except as noted here (If none, so state):
I certify that I am fully capable (with or without a reasonable accommodation) of performing all of the essential functions documented herein, and I do not have a physical or mental disability that would jeopardize the health and or safety of my co-workers.
I do not require an accommodation in order to perform the essential functions of this job as indicated in this job description.
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I require an accommodation in order to perform the essential function of this job as indicated on this job description. The accommodation I require is:
__________________________________________________________________ I understand, and fully agree, that this job description does not constitute a written or implied contract for employment and that my employment relationship with the company is “at will,” for an unspecified duration, and may be terminated at any time by me or the company as specified by Section 2922 of the California Labor Code.
I understand that I am an exempt employee and therefore, may be required to work in excess of 40 hours per week without overtime compensation.
Employee’s Signature Date
Supervisor’s Signature Date
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Pioneer Community Energy
Job Description
Employee’s Name:
Job Title: Senior Manager, Quantitative Analysis and Modeling Department:
Reports To: Chief Operating Officer
FLSA Status: Exempt
Prepared By: HRtoGO
Prepared Date: 4/2022
Summary: To organize, assign, review and participate in the work of personnel engaged in professional duties related to analysis and modeling, structured product development, portfolio risk management, and integrated resource planning; to manage analytical staff where necessary; and to provide administrative support to the Chief Operating Officer (COO).
Positions at this level assume a high level of responsibility for difficult, complex and varied duties, work with a high degree of independence, and represent Pioneer Community Energy to a variety of stakeholders and outside entities. Employees often provide technical and functional supervision over assigned personnel in addition to performing complex resource planning and contract negotiation, development and management. Employees at this level are required to be fully trained in all procedures related to assigned areas of responsibility.
Essential Duties and Responsibilities: include the following. Other duties may be assigned. • Plan, prioritize, review and participate in the performance of professional analysis and modeling of risk and value around complex transactions and portfolio positions, including structured products, rate analysis and development, and hedging strategies. • Develop methods and schedules to accomplish assignments, ensuring work is completed in a timely and accurate manner.
• Develop pricing and calibration models for a variety of products. • Solve challenging quantitative problems related to setting rates and valuations for structured products.
• Develop Monte-Carlo simulations on a large scale across several variables with relevant coefficients.
• Perform fast and accurate market risk measurements.
• Conduct complex market and portfolio modeling and analysis of Pioneer’s power supply position to effectively monitor exposure to adverse market changes. • Coordinate and participate in Pioneer’s integrated resource planning process including providing analysis and input related to production cost modeling from the CPUC, CAISO, IOUs, and CalCCA.
• Create and implement measures to benchmark system implementations, enhancements, or modifications by providing documented system specifications, evaluating vendor proposals, and recommending appropriate course of action. • Develop portfolio dashboard showing key metrics and risk positions. fp/ONEER
• Use a variety of computer software programs to prepare reports, graphs and other materials related to energy resources, finance models and customer statistics. • Maintain liaison with regional resource planning or supply agencies; serve on Pioneer committees as required; evaluate proposals in terms of resource costs, availability and consistency with long-term financial projections and resource needs. • Build and maintain positive working relationships with co-workers, Board of Directors, other Pioneer employees and the public using principles of good customer service. • Perform related duties as assigned.
Supervisory Responsibilities: Directly supervises employees in the quantitative analytic and modeling department. Carries out supervisory responsibilities in accordance with the organization's policies and applicable laws. Responsibilities include interviewing, hiring, and training employees; planning, assigning, and directing work; appraising performance; rewarding and disciplining employees; addressing complaints and resolving problems. May provide technical and functional supervision to assigned staff.
Measures of Performance: The Senior Manager, Quantitative Analysis and Modeling shall be considered to be performing in an acceptable manner when the following have been accomplished:
1. Analytical Thinking – Synthesizes complex or diverse information; Collects and researches data; Uses intuition and experience to complement data; Makes a systematic comparison of two or more alternatives; Notices discrepancies and inconsistencies in available information; Approaches a complex task or problem by breaking it down into its component parts and considering each part in detail; Weighs the cost, benefits, risks, and chances for success in making a decision; Designs work flows and procedures.
2. Problem Solving – Identifies and resolves problems in a timely manner; Gathers and analyzes information skillfully; Develops alternative solutions; Works well in group problem solving situations; Uses reason even when dealing with emotional topics.
3. Interpersonal Skills – Focuses on solving conflict, not blaming; Maintains confidentiality; Listens to others without interrupting; Keeps emotions under control; Remains open to others' ideas and tries new things.
4. Oral Communication – Speaks clearly and persuasively in positive or negative situations; Listens and gets clarification; Tailors the content of speech to the level and experience of the audience; Uses appropriate grammar and choice of words in oral speech; Organizes ideas clearly in oral speech; Responds well to questions; Demonstrates group presentation skills; Participates in meetings.
5. Written Communication – Writes clearly and informatively; Edits work for spelling and grammar; Varies writing style to meet needs; Presents numerical data effectively; Able to read and interpret written information.
6. Teamwork – Balances team and individual responsibilities; Exhibits objectivity and openness to others' views; Gives and welcomes feedback; Contributes to building a fp/ONEER
positive team spirit; Puts success of team above own interests; Able to build morale and group commitments to goals and objectives; Supports everyone's efforts to succeed; Listens and responds constructively to other team members’ ideas; Offers support for others’ ideas and proposals; Is open with other team members about his/her concerns; Expresses disagreement constructively.
7. Professionalism – Approaches others in a tactful manner; Reacts well under pressure; Treats others with respect and consideration regardless of their status or position; Accepts responsibility for own actions; Follows through on commitments.
8. Quality – Demonstrates accuracy and thoroughness; Looks for ways to improve and promote quality; Applies feedback to improve performance; Monitors own work to ensure quality.
9. Attendance/Punctuality – Is consistently at work and on time; Ensures work responsibilities are covered when absent; Arrives at meetings and appointments on time.
10. Dependability – Follows instructions, responds to management direction; Takes responsibility for own actions; Keeps commitments; Commits to long hours of work when necessary to reach goals. Completes tasks on time or notifies appropriate person with an alternate plan.
11. Delegation - Delegates work assignments; Matches the responsibility to the person; Gives authority to work independently; Sets expectations and monitors delegated activities; Provides recognition for results.
12. Managing People - Includes staff in planning, decision-making, facilitating and process improvement; Takes responsibility for subordinates' activities; Makes self available to staff; Provides regular performance feedback; Develops subordinates' skills and encourages growth; Solicits and applies customer feedback (internal and external); Fosters quality focus in others; Improves processes, products and services.; Continually works to improve supervisory skills.
Qualifications: To perform this job successfully, an individual must be able to perform each essential duty satisfactorily. The requirements listed below are representative of the knowledge, skill, and/or ability required. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.
Education and/or Experience: Bachelor’s degree (B.A.) from four-year college or university; or ten years related experience and/or training; or equivalent combination of education and experience in a quantitative discipline such as Engineering, Computer Science, Financial Engineering, or Economics.
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Preferred Qualifications: Doctoral degree (Ph.D.) or equivalent; or more than 10 years’ experience and/or training; or equivalent combination of education and experience in a quantitative field such as mathematics, physics, statistics, or engineering.
Language Skills: Ability to read, analyze and interpret the most complex documents. Ability to respond effectively to the most sensitive inquires or complaints. Ability to write speeches or articles using original or innovative techniques or style. Ability to make effective and persuasive speeches and presentations on controversial or complex topics to top management, public groups and/or boards of directors.
Mathematical Skills: Ability to comprehend and apply principles of advanced calculus, modern algebra, and advanced statistical theory.
Reasoning Ability: Ability to apply principles of logical or scientific thinking to a wide range of intellectual and practical problems. Ability to deal with nonverbal symbolism (formulas, scientific equations, graphs, musical notes, etc.,) in its most difficult phases. Ability to deal with a variety of abstract and concrete variables.
Computer Skills: To perform this job successfully, an individual should have knowledge of Internet software and the Microsoft Office Suite of products. Use a variety of computer software programs to prepare reports, graphs and other materials related to energy resources, finance models, and customer statistics. Programming expertise (e.g. C++, Python, R, Matlab) Proficiency in Linux, Bash, JSON and SQL
Certificates, Licenses, Registrations: A current CA driver’s license and proof of auto insurance are required.
Other Skills and Abilities:
• Perform complex professional analytical work in support of a variety of Pioneer’s product structuring and resource planning activities.
• On a continuous basis, know and understand all aspects of the job; intermittently analyze work papers, reports and special projects; identify and interpret technical and numerical information; observe and problem solve operational and technical policy and procedures. • On a continuous basis, sit at desk for long periods of time; intermittently twist to reach equipment surrounding desk; perform simple grasping and fine manipulation; use telephone, and write or use a keyboard to communicate through written means; and lift or carry weight of 10 pounds or less.
• Independently perform complex professional analytical work in support of a variety of Pioneer’s rate setting and resource planning activities. • Multi-task and manage multiple stakeholders.
• Work independently and in a team environment.
• Demonstrate a high degree of attention to detail.
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• Apply analytical and research methods to a variety of electric utility program areas including planning, forecasting, load research, utility demand, and demand-side management.
• Apply analytical and research methods to a variety of electric utility program areas including planning, forecasting, load research, utility demand, and demand-side management.
• Establish and maintain effective working relationships with those contacted in the course of work.
Other Qualifications: Knowledge of and Expertise in:
• California energy industry and electric power markets including CAISO, CPUC, CEC and CARB.
• Energy/financial markets and quantitative investment approaches. • Data structures, algorithms, software design and core programming concepts. • Pricing and calibration models for a variety of products. • Techniques in the development of long and short-term electric load forecasts. • Advanced computer modeling of power supply system operation and cost analysis. • Electric energy consumption economics and financial analysis. • Sophisticated market research techniques and analysis. • Rate-setting mechanisms and drivers.
• Power purchase agreement structures, general terms and conditions and basic requirements.
• Strong general and technical communication skills, with an ability to effectively articulate complex financial and mathematical concepts.
• Methods for managing complex processes, along with the judgment to balance risk/benefit tradeoffs.
• Principles of problem solving, written, verbal communication, and analytical skills. • Pertinent local, State, and Federal ordinances, rules, and regulations.
Physical and Emotional Demands: The physical demands described here are representative of those that must be met by an employee to successfully perform the essential functions of this job.
Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions. The inability to cope with a stressful work environment does not constitute a protected disability.
While performing the duties of this job, the employee is frequently required to sit. The employee is regularly required to stand; walk; use hands to finger, handle, or feel; reach with hands and arms; climb or balance; stoop, kneel, crouch, or crawl and talk or hear. The employee must occasionally lift and/or move up to 25 pounds. Specific vision abilities required by this job include close vision, distance vision, color vision, peripheral vision, depth perception and ability to adjust focus.
Work Environment: The work environment characteristics described here are representative of those an employee encounters while performing the essential functions of this job. Reasonable fp/ONEER
accommodations may be made to enable individuals with disabilities to perform the essential functions.
The noise level in the work environment is usually quiet.
Acknowledgements: I have reviewed and understand the above job description and believe it to be accurate and complete. I also understand that the company retains the right to change this job description at any time. I also understand that this job description is not a contract for work.
I certify that I possess all of the “Essential Requirements” of the job outlined herein, except as noted here (If none, so state):
I certify that I am fully capable (with or without a reasonable accommodation) of performing all of the essential functions documented herein, and I do not have a physical or mental disability that would jeopardize the health and or safety of my co-workers.
I do not require an accommodation in order to perform the essential functions of this job as indicated in this job description.
I require an accommodation in order to perform the essential function of this job as indicated on this job description. The accommodation I require is:
__________________________________________________________________ I understand, and fully agree, that this job description does not constitute a written or implied contract for employment and that my employment relationship with the company is “at will,” for an unspecified duration, and may be terminated at any time by me or the company as specified by Section 2922 of the California Labor Code.
I understand that I am an exempt employee and therefore, may be required to work in excess of 40 hours per week without overtime compensation.
________________________________________ _____________________ Employee’s Signature Date
________________________________________ _____________________ Supervisor’s Signature Date
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Pioneer Community Energy
Job Description
Employee’s Name:
Job Title: Senior Commercial Coordinator
Department: Customer Service
Reports To: Director of Public Affairs, Marketing and Programs FLSA Status: Non-Exempt
Prepared By: HRtoGO
Prepared Date: 4/2022
Summary: To develop and implement strategies related to customer care, customer communications, and program support as it relates to Pioneer’s commercial customers; to provide support to small to mid-size commercial customers regarding billing analysis; and to support communications and marketing efforts.
Essential Duties and Responsibilities: include the following. Other duties may be assigned. • Receive, research and respond to commercial customer questions and concerns; review, research and respond to questions related to billing and programs available to commercial customers.
• Prepare and provide detailed solar analysis and educate customers regarding solar systems and solar billing.
• Provide support to commercial customers as it relates to energy efficiency. • Process and track customer opt outs, opt ups and re-enrollments. • Develop a variety of customer communication and outreach materials; create and post website and social media content; participate in community outreach events and make presentations regarding the services provided by Pioneer. • Develop marketing materials and support efforts related to messaging and advertisement campaigns for small to mid-size commercial accounts.
• Evaluate outreach opportunities and make recommendations to management regarding Pioneer’s participation.
• Attend and staff booth at community events, interacting and educating customers regarding Pioneer’s services and programs.
• Prepare and ensure the dissemination of mailers related to polices and regulations impacting commercial customers.
• Coordinate with other CCA’s and PG&E regarding the creation of the annual joint rate mailer; coordinate for the production and dissemination to Pioneer customers. • Provide billing related support including the maintenance and security of customer data, coordinating with PG&E on a variety of matters including customer service, data provisions, outages, infrastructure issues, and usage reports. • Participate in a variety of working groups, including, but not limited to, other CCA’s, PG&E, Biomass Working Group, and Calpine.
• Support call center by responding to escalated customer service matters and preparing/editing customer service scripts.
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• Research and evaluate programs provided by PG&E and other CCA’s for their benefit to Pioneer customers.
• Prepare and present a variety of reports and communications that include supporting statistical data; make presentations to the Board of Directors, member agencies, outside organizations and the public.
• Build and maintain positive working relationships with co-workers, Board of Directors, other Authority employees and the public using principles of good customer service. • Perform related duties as assigned.
Supervisory Responsibilities: This job has no supervisory duties Measures of Performance: The Senior Commercial Coordinator shall be considered to be performing in an acceptable manner when the following have been accomplished:
1. Customer Service – Manages difficult or emotional customer situations; Responds promptly to customer needs; Solicits customer feedback to improve service; Responds to requests for service and assistance; Meets commitments.
2. Oral Communication – Speaks clearly and persuasively in positive or negative situations; Listens and gets clarification; Tailors the content of speech to the level and experience of the audience; Uses appropriate grammar and choice of words in oral speech; Organizes ideas clearly in oral speech; Responds well to questions; Remains open to other’s ideas and tries new things; Participates in meetings.
3. Written Communication – Writes clearly and informatively; Edits work for spelling and grammar; Varies writing style to meet needs; Presents numerical data effectively; Able to read and interpret written information.
4. Teamwork – Balances team and individual responsibilities; Exhibits objectivity and openness to others' views; Gives and welcomes feedback; Contributes to building a positive team spirit; Puts success of team above own interests; Able to build morale and group commitments to goals and objectives; Supports everyone's efforts to succeed; Listens and responds constructively to other team members’ ideas; Offers support for others’ ideas and proposals; Is open with other team members about his/her concerns; Expresses disagreement constructively.
5. Professionalism – Approaches others in a tactful manner; Reacts well under pressure; Treats others with respect and consideration regardless of their status or position; Accepts responsibility for own actions; Follows through on commitments.
6. Quality – Demonstrates accuracy and thoroughness; Looks for ways to improve and promote quality; Applies feedback to improve performance; Monitors own work to ensure quality.
7. Quantity – Meets productivity standards; Completes work in timely manner; Strives to increase productivity; Works quickly.
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8. Attendance/Punctuality – Is consistently at work and on time; Ensures work responsibilities are covered when absent; Arrives at meetings and appointments on time.
9. Dependability – Follows instructions, responds to management direction; Takes responsibility for own actions; Keeps commitments; Commits to long hours of work when necessary to reach goals. Completes tasks on time or notifies appropriate person with an alternate plan.
10. Customer Orientation – Quickly and effectively solves customer problems; Talks to customers to find out what they want and how satisfied they are with what they are getting; Lets customers know that he/she is willing to work with them to meet their needs; Finds ways to measure and track customer satisfaction.
Qualifications: To perform this job successfully, an individual must be able to perform each essential duty satisfactorily. The requirements listed below are representative of the knowledge, skill, and/or ability required. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.
Education and/or Experience: Bachelor’s degree (B.A.) from four-year college or university; or four to five years related experience and/or training; or equivalent combination of education and experience. Major course work in Business Administration, Engineering, Communications, or a related field.
Four years of increasingly responsible customer-facing experience.
Language Skills: Ability to read and interpret documents such as safety rules, operating and maintenance instructions and procedure manuals. Ability to write routine reports, and correspondence. Ability to speak effectively before groups of customers or employees of the organization.
Mathematical Skills: Ability to calculate figures and amounts such as discounts, interest, commissions, proportions, percentages. Ability to apply concepts of basic algebra and geometry.
Reasoning Ability: Ability to solve practical problems and deal with a variety of concrete variables in situations where only limited standardization exists. Ability to interpret a variety of instructions furnished in written, oral, diagram, or schedule form.
Computer Skills: To perform this job successfully, an individual should have knowledge of Internet software and the Microsoft Office Suite of products. Knowledge of basic office equipment should include: Internet and email, copy and fax machines, postage meter and telephone.
Certificates, Licenses, Registrations: A current CA driver’s license and proof of auto insurance are required.
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Other Skills and Abilities:
• Develop and maintain effective business relationships with Pioneer’s customers as it relates to energy efficiency, conservation and renewable energy. • On a continuous basis, know and understand all aspects of the job; intermittently analyze work papers, reports and special projects; identify and interpret technical and numerical information; observe and problem solve operational and policy and procedures. • Analyze, organize and summarize complex customer data. • Develop effective and compelling presentations.
• Develop and maintain effective relationships with the Authority’s commercial customers. • Develop and implement marketing and community outreach campaigns. • Establish and maintain effective working relationships with those contacted in the course of work.
Other Qualifications:
• Utility billing structures, bill presentment, and program operations. • Principles and practices of electric utility energy transmission and distribution. • Electric energy efficiency, electric renewable generation, and electric conservation programs.
• Principles of effective customer management.
• Marketing campaign development and execution.
• Development and implementation of new policies and practices related to customer service account operations in an electric utility.
• Principles of program and project management.
• Best practices related to communications platforms and tools including digital and social media platforms.
• Advance Customer service and negotiation skills.
• Pertinent local, State, and Federal ordinances, rules, and regulations.
Physical and Emotional Demands: The physical demands described here are representative of those that must be met by an employee to successfully perform the essential functions of this job.
Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions. The inability to cope with a stressful work environment does not constitute a protected disability.
While performing the duties of this job, the employee is frequently required to sit. The employee is regularly required to stand; walk; use hands to finger, handle, or feel; reach with hands and arms; balance; kneel, crouch, crawl and talk or hear. The employee must occasionally lift and/or move up to 10 pounds. Specific vision abilities required by this job include close vision, distance vision, color vision, peripheral vision, depth perception and ability to adjust focus.
Work Environment: The work environment characteristics described here are representative of those an employee encounters while performing the essential functions of this job. Reasonable fp/ONEER
accommodations may be made to enable individuals with disabilities to perform the essential functions.
The noise level in the work environment is usually quiet.
Acknowledgements: I have reviewed and understand the above job description and believe it to be accurate and complete. I also understand that the company retains the right to change this job description at any time. I also understand that this job description is not a contract for work.
I certify that I possess all of the “Essential Requirements” of the job outlined herein, except as noted here (If none, so state):
I certify that I am fully capable (with or without a reasonable accommodation) of performing all of the essential functions documented herein, and I do not have a physical or mental disability that would jeopardize the health and or safety of my co-workers.
I do not require an accommodation in order to perform the essential functions of this job as indicated in this job description.
I require an accommodation in order to perform the essential function of this job as indicated on this job description. The accommodation I require is:
__________________________________________________________________ I understand, and fully agree, that this job description does not constitute a written or implied contract for employment and that my employment relationship with the company is “at will,” for an unspecified duration, and may be terminated at any time by me or the company as specified by Section 2922 of the California Labor Code.
________________________________________ _____________________ Employee’s Signature Date
________________________________________ _____________________ Supervisor’s Signature Date
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Pioneer Community Energy
Job Description
Employee’s Name:
Job Title: Senior Residential Coordinator
Department: Customer Service
Reports To: Director of Public Affairs, Marketing and Programs FLSA Status: Non-Exempt
Prepared By: HRtoGO
Prepared Date: 4/2022
Summary: To develop and implement strategies related to customer care, customer communications, and program support as it relates to Pioneer’s residential customers; to provide support to residential customers regarding billing analysis; and to support communications and marketing efforts.
Essential Duties and Responsibilities: include the following. Other duties may be assigned. • Receive, research and respond to residential customer questions and concerns; review, research and respond to questions related to billing and programs available to residential customers.
• Prepare and provide detailed solar analysis and educate customers regarding solar systems and solar billing.
• Provide support to residential customers as it relates to energy efficiency. • Process and track customer opt outs, opt ups and re-enrollments. • Develop a variety of customer communication and outreach materials; create and post website and social media content; participate in community outreach events and make presentations regarding the services provided by Pioneer. • Develop marketing materials and support efforts related to messaging and advertisement campaigns.
• Evaluate outreach opportunities and make recommendations to management regarding Pioneer’s participation.
• Attend and staff booth at community events, interacting and educating customers regarding Pioneer’s services and programs.
• Prepare and ensure the dissemination of mailers related to polices and regulations impacting residential customers.
• Coordinate with other CCA’s and PG&E regarding the creation of the annual joint rate mailer; coordinate for the production and dissemination to Pioneer customers. • Provide billing related support including the maintenance and security of customer data, coordinating with PG&E on a variety of matters including customer service, data provisions, outages, infrastructure issues, and usage reports. • Participate in a variety of working groups, including, but not limited to, other CCA’s, PG&E, Biomass Working Group, and Calpine.
• Support call center by responding to escalated customer service matters and preparing/editing customer service scripts.
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• Research and evaluate programs provided by PG&E and other CCA’s for their benefit to Pioneer customers.
• Prepare and present a variety of reports and communications that include supporting statistical data; make presentations to the Board of Directors, member agencies, outside organizations and the public.
• Build and maintain positive working relationships with co-workers, Board of Directors, other Authority employees and the public using principles of good customer service. • Perform related duties as assigned.
Supervisory Responsibilities: This job has no supervisory duties Measures of Performance: The Senior Residential Coordinator shall be considered to be performing in an acceptable manner when the following have been accomplished:
1. Customer Service – Manages difficult or emotional customer situations; Responds promptly to customer needs; Solicits customer feedback to improve service; Responds to requests for service and assistance; Meets commitments.
2. Oral Communication – Speaks clearly and persuasively in positive or negative situations; Listens and gets clarification; Tailors the content of speech to the level and experience of the audience; Uses appropriate grammar and choice of words in oral speech; Organizes ideas clearly in oral speech; Responds well to questions; Remains open to other’s ideas and tries new things; Participates in meetings.
3. Written Communication – Writes clearly and informatively; Edits work for spelling and grammar; Varies writing style to meet needs; Presents numerical data effectively; Able to read and interpret written information.
4. Teamwork – Balances team and individual responsibilities; Exhibits objectivity and openness to others' views; Gives and welcomes feedback; Contributes to building a positive team spirit; Puts success of team above own interests; Able to build morale and group commitments to goals and objectives; Supports everyone's efforts to succeed; Listens and responds constructively to other team members’ ideas; Offers support for others’ ideas and proposals; Is open with other team members about his/her concerns; Expresses disagreement constructively.
5. Professionalism – Approaches others in a tactful manner; Reacts well under pressure; Treats others with respect and consideration regardless of their status or position; Accepts responsibility for own actions; Follows through on commitments.
6. Quality – Demonstrates accuracy and thoroughness; Looks for ways to improve and promote quality; Applies feedback to improve performance; Monitors own work to ensure quality.
7. Quantity – Meets productivity standards; Completes work in timely manner; Strives to increase productivity; Works quickly.
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8. Attendance/Punctuality – Is consistently at work and on time; Ensures work responsibilities are covered when absent; Arrives at meetings and appointments on time.
9. Dependability – Follows instructions, responds to management direction; Takes responsibility for own actions; Keeps commitments; Commits to long hours of work when necessary to reach goals. Completes tasks on time or notifies appropriate person with an alternate plan.
10. Customer Orientation – Quickly and effectively solves customer problems; Talks to customers to find out what they want and how satisfied they are with what they are getting; Lets customers know that he/she is willing to work with them to meet their needs; Finds ways to measure and track customer satisfaction.
Qualifications: To perform this job successfully, an individual must be able to perform each essential duty satisfactorily. The requirements listed below are representative of the knowledge, skill, and/or ability required. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.
Education and/or Experience: Bachelor’s degree (B.A.) from four-year college or university; or four to five years related experience and/or training; or equivalent combination of education and experience. Major course work in Business Administration, Engineering, Communications, or a related field.
Four years of increasingly responsible customer-facing experience.
Language Skills: Ability to read and interpret documents such as safety rules, operating and maintenance instructions and procedure manuals. Ability to write routine reports, and correspondence. Ability to speak effectively before groups of customers or employees of the organization.
Mathematical Skills: Ability to calculate figures and amounts such as discounts, interest, commissions, proportions, percentages. Ability to apply concepts of basic algebra and geometry.
Reasoning Ability: Ability to solve practical problems and deal with a variety of concrete variables in situations where only limited standardization exists. Ability to interpret a variety of instructions furnished in written, oral, diagram, or schedule form.
Computer Skills: To perform this job successfully, an individual should have knowledge of Internet software and the Microsoft Office Suite of products. Knowledge of basic office equipment should include: Internet and email, copy and fax machines, postage meter and telephone.
Certificates, Licenses, Registrations: A current CA driver’s license and proof of auto insurance are required.
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Other Skills and Abilities:
• Develop and maintain effective business relationships with Pioneer’s customers as it relates to energy efficiency, conservation and renewable energy. • On a continuous basis, know and understand all aspects of the job; intermittently analyze work papers, reports and special projects; identify and interpret technical and numerical information; observe and problem solve operational and policy and procedures. • Analyze, organize and summarize complex customer data. • Develop effective and compelling presentations.
• Develop and maintain effective relationships with the Authority’s residential customers. • Develop and implement marketing and community outreach campaigns. • Establish and maintain effective working relationships with those contacted in the course of work.
Other Qualifications:
• Utility billing structures, bill presentment, and program operations. • Principles and practices of electric utility energy transmission and distribution. • Electric energy efficiency, electric renewable generation, and electric conservation programs.
• Principles of effective customer management.
• Marketing campaign development and execution.
• Development and implementation of new policies and practices related to customer service account operations in an electric utility.
• Principles of program and project management.
• Best practices related to communications platforms and tools including digital and social media platforms.
• Advance Customer service and negotiation skills.
• Pertinent local, State, and Federal ordinances, rules, and regulations.
Physical and Emotional Demands: The physical demands described here are representative of those that must be met by an employee to successfully perform the essential functions of this job.
Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions. The inability to cope with a stressful work environment does not constitute a protected disability.
While performing the duties of this job, the employee is frequently required to sit. The employee is regularly required to stand; walk; use hands to finger, handle, or feel; reach with hands and arms; balance; kneel, crouch, crawl and talk or hear. The employee must occasionally lift and/or move up to 10 pounds. Specific vision abilities required by this job include close vision, distance vision, color vision, peripheral vision, depth perception and ability to adjust focus.
Work Environment: The work environment characteristics described here are representative of those an employee encounters while performing the essential functions of this job. Reasonable fp/ONEER
accommodations may be made to enable individuals with disabilities to perform the essential functions.
The noise level in the work environment is usually quiet.
Acknowledgements: I have reviewed and understand the above job description and believe it to be accurate and complete. I also understand that the company retains the right to change this job description at any time. I also understand that this job description is not a contract for work.
I certify that I possess all of the “Essential Requirements” of the job outlined herein, except as noted here (If none, so state):
I certify that I am fully capable (with or without a reasonable accommodation) of performing all of the essential functions documented herein, and I do not have a physical or mental disability that would jeopardize the health and or safety of my co-workers.
I do not require an accommodation in order to perform the essential functions of this job as indicated in this job description.
I require an accommodation in order to perform the essential function of this job as indicated on this job description. The accommodation I require is:
__________________________________________________________________ I understand, and fully agree, that this job description does not constitute a written or implied contract for employment and that my employment relationship with the company is “at will,” for an unspecified duration, and may be terminated at any time by me or the company as specified by Section 2922 of the California Labor Code.
________________________________________ _____________________ Employee’s Signature Date
________________________________________ _____________________ Supervisor’s Signature Date
f/:,/ONEER
Pioneer Community Energy
Job Description
Employee’s Name:
Job Title: Residential Coordinator
Department: Customer Service
Reports To: Director of Public Affairs, Marketing and Programs FLSA Status: Non-Exempt
Prepared By: HRtoGO
Prepared Date: 4/2022
Summary: To develop and implement strategies related to customer care, customer communications, and program support as it relates to Pioneer’s residential customers; to provide support to residential customers regarding billing analysis; and to support communications and marketing efforts.
Essential Duties and Responsibilities: include the following. Other duties may be assigned. • Receive, research and respond to residential customer questions and concerns; review, research and respond to questions related to billing and programs available to residential customers.
• Prepare and provide detailed solar analysis and educate customers regarding solar systems and solar billing.
• Provide support to residential customers as it relates to energy efficiency. • Process and track customer opt outs, opt ups and re-enrollments. • Develop a variety of customer communication and outreach materials; create and post website and social media content; participate in community outreach events and make presentations regarding the services provided by Pioneer. • Develop marketing materials and support efforts related to messaging and advertisement campaigns.
• Evaluate outreach opportunities and make recommendations to management regarding Pioneer’s participation.
• Attend and staff booth at community events, interacting and educating customers regarding Pioneer’s services and programs.
• Prepare and ensure the dissemination of mailers related to polices and regulations impacting residential customers.
• Coordinate with other CCA’s and PG&E regarding the creation of the annual joint rate mailer; coordinate for the production and dissemination to Pioneer customers. • Provide billing related support including the maintenance and security of customer data, coordinating with PG&E on a variety of matters including customer service, data provisions, outages, infrastructure issues, and usage reports. • Participate in a variety of working groups, including, but not limited to, other CCA’s, PG&E, Biomass Working Group, and Calpine.
• Support call center by responding to escalated customer service matters and preparing/editing customer service scripts.
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• Research and evaluate programs provided by PG&E and other CCA’s for their benefit to Pioneer customers.
• Prepare and present a variety of reports and communications that include supporting statistical data; make presentations to the Board of Directors, member agencies, outside organizations and the public.
• Build and maintain positive working relationships with co-workers, Board of Directors, other Authority employees and the public using principles of good customer service. • Perform related duties as assigned.
Supervisory Responsibilities: This job has no supervisory duties Measures of Performance: The Residential Coordinator shall be considered to be performing in an acceptable manner when the following have been accomplished:
1. Customer Service – Manages difficult or emotional customer situations; Responds promptly to customer needs; Solicits customer feedback to improve service; Responds to requests for service and assistance; Meets commitments.
2. Oral Communication – Speaks clearly and persuasively in positive or negative situations; Listens and gets clarification; Tailors the content of speech to the level and experience of the audience; Uses appropriate grammar and choice of words in oral speech; Organizes ideas clearly in oral speech; Responds well to questions; Remains open to other’s ideas and tries new things; Participates in meetings.
3. Written Communication – Writes clearly and informatively; Edits work for spelling and grammar; Varies writing style to meet needs; Presents numerical data effectively; Able to read and interpret written information.
4. Teamwork – Balances team and individual responsibilities; Exhibits objectivity and openness to others' views; Gives and welcomes feedback; Contributes to building a positive team spirit; Puts success of team above own interests; Able to build morale and group commitments to goals and objectives; Supports everyone's efforts to succeed; Listens and responds constructively to other team members’ ideas; Offers support for others’ ideas and proposals; Is open with other team members about his/her concerns; Expresses disagreement constructively.
5. Professionalism – Approaches others in a tactful manner; Reacts well under pressure; Treats others with respect and consideration regardless of their status or position; Accepts responsibility for own actions; Follows through on commitments.
6. Quality – Demonstrates accuracy and thoroughness; Looks for ways to improve and promote quality; Applies feedback to improve performance; Monitors own work to ensure quality.
7. Quantity – Meets productivity standards; Completes work in timely manner; Strives to increase productivity; Works quickly.
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8. Attendance/Punctuality – Is consistently at work and on time; Ensures work responsibilities are covered when absent; Arrives at meetings and appointments on time.
9. Dependability – Follows instructions, responds to management direction; Takes responsibility for own actions; Keeps commitments; Commits to long hours of work when necessary to reach goals. Completes tasks on time or notifies appropriate person with an alternate plan.
10. Customer Orientation – Quickly and effectively solves customer problems; Talks to customers to find out what they want and how satisfied they are with what they are getting; Lets customers know that he/she is willing to work with them to meet their needs; Finds ways to measure and track customer satisfaction.
Qualifications: To perform this job successfully, an individual must be able to perform each essential duty satisfactorily. The requirements listed below are representative of the knowledge, skill, and/or ability required. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.
Education and/or Experience: Bachelor’s degree (B.A.) from four-year college or university; or one to two years related experience and/or training; or equivalent combination of education and experience. Major course work in Business Administration, Engineering, Communications, or a related field.
Four years of increasingly responsible customer-facing experience.
Language Skills: Ability to read and interpret documents such as safety rules, operating and maintenance instructions and procedure manuals. Ability to write routine reports, and correspondence. Ability to speak effectively before groups of customers or employees of the organization.
Mathematical Skills: Ability to calculate figures and amounts such as discounts, interest, commissions, proportions, percentages. Ability to apply concepts of basic algebra and geometry.
Reasoning Ability: Ability to solve practical problems and deal with a variety of concrete variables in situations where only limited standardization exists. Ability to interpret a variety of instructions furnished in written, oral, diagram, or schedule form.
Computer Skills: To perform this job successfully, an individual should have knowledge of Internet software and the Microsoft Office Suite of products. Knowledge of basic office equipment should include: Internet and email, copy and fax machines, postage meter and telephone.
Certificates, Licenses, Registrations: A current CA driver’s license and proof of auto insurance are required.
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Other Skills and Abilities:
• Develop and maintain effective business relationships with Pioneer’s customers as it relates to energy efficiency, conservation and renewable energy. • On a continuous basis, know and understand all aspects of the job; intermittently analyze work papers, reports and special projects; identify and interpret technical and numerical information; observe and problem solve operational and policy and procedures. • Analyze, organize and summarize complex customer data. • Develop effective and compelling presentations.
• Develop and maintain effective relationships with the Authority’s residential customers. • Develop and implement marketing and community outreach campaigns. • Establish and maintain effective working relationships with those contacted in the course of work.
Other Qualifications:
• Utility billing structures, bill presentment, and program operations. • Principles and practices of electric utility energy transmission and distribution. • Electric energy efficiency, electric renewable generation, and electric conservation programs.
• Principles of effective customer management.
• Marketing campaign development and execution.
• Development and implementation of new policies and practices related to customer service account operations in an electric utility.
• Principles of program and project management.
• Best practices related to communications platforms and tools including digital and social media platforms.
• Advance Customer service and negotiation skills.
• Pertinent local, State, and Federal ordinances, rules, and regulations.
Physical and Emotional Demands: The physical demands described here are representative of those that must be met by an employee to successfully perform the essential functions of this job.
Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions. The inability to cope with a stressful work environment does not constitute a protected disability.
While performing the duties of this job, the employee is frequently required to sit. The employee is regularly required to stand; walk; use hands to finger, handle, or feel; reach with hands and arms; balance; kneel, crouch, crawl and talk or hear. The employee must occasionally lift and/or move up to 10 pounds. Specific vision abilities required by this job include close vision, distance vision, color vision, peripheral vision, depth perception and ability to adjust focus.
Work Environment: The work environment characteristics described here are representative of those an employee encounters while performing the essential functions of this job. Reasonable fp/ONEER
accommodations may be made to enable individuals with disabilities to perform the essential functions.
The noise level in the work environment is usually quiet.
Acknowledgements: I have reviewed and understand the above job description and believe it to be accurate and complete. I also understand that the company retains the right to change this job description at any time. I also understand that this job description is not a contract for work.
I certify that I possess all of the “Essential Requirements” of the job outlined herein, except as noted here (If none, so state):
I certify that I am fully capable (with or without a reasonable accommodation) of performing all of the essential functions documented herein, and I do not have a physical or mental disability that would jeopardize the health and or safety of my co-workers.
I do not require an accommodation in order to perform the essential functions of this job as indicated in this job description.
I require an accommodation in order to perform the essential function of this job as indicated on this job description. The accommodation I require is:
__________________________________________________________________ I understand, and fully agree, that this job description does not constitute a written or implied contract for employment and that my employment relationship with the company is “at will,” for an unspecified duration, and may be terminated at any time by me or the company as specified by Section 2922 of the California Labor Code.
________________________________________ _____________________ Employee’s Signature Date
________________________________________ _____________________ Supervisor’s Signature Date
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Staff Report – Item 3
To: The Governing Board
From: Brad Koehn, Director of Finance and Administration Item 3: Approve Resolution Adjusting the Salary Schedule, Adjusting the Health/Dental/ Vision Employer Contribution, and Approve Christmas-New Year’s Holiday, and Authorize Employer Provided Employee Assistance Program.
Date: 6/16/2022
RECOMMENDATION
Staff recommends the Board Approve Resolution Adjusting the Salary Schedule, Adjusting the Health/Dental/Vision Employer Contribution, and Approve Christmas-New Year’s Holiday, and Authorize Employer Provided Employee Assistance Program.
BACKGROUND
The salary schedule and benefit modifications were included as a discussion item with the Proposed Fiscal Year 2022-23 Budget, and input was received from the Audit and Finance Committee that met on May 11th and from the Board that met on May 19th. At the May 19th meeting it was requested to have further discussion at a closed session which took place on June 16th. Approval in open session is required for the salary schedule adjustments and benefit modifications.
ANALYSIS & DISCUSSION
Salary Ranges: A 6.5% adjustment to the salary matrix ($19,000) is recommended, based on the February-to-February change in the U.S. Bureau of Labor Statistics San Francisco-Oakland-Hayward Consumer Price Index.
This index is geographically the closest to Pioneer’s service territory and was the same index that was used for the Fiscal Year 2021-22 adjustment which was 1.8%. Pioneer’s salary matrix is structured as a salary range rather than a salary step system. This means that even if the salary matrix is adjusted upward, only employees that are at the top of the salary matrix would realize a benefit from the salary matrix change, but advancement is still contingent on the employee receiving a satisfactory annual evaluation. Also, employees that fall below their assigned minimum salary band would be adjusted upward to at least meet the minimum salary.
A compensation study was performed by one of Pioneer’s Human Resources consultants that compared salary and benefits provided by municipal utilities and other Community Choice Aggregators. The study demonstrated that two positions needed further adjustments beyond the 6.5% overall adjustment. An additional 5.8% adjustment is recommended for the Executive Director position and a 3.3% adjustment to the Senior Financial Analyst position.
Health Coverage: Employees have choices when they select a medical/dental/vision plan and Pioneer provides a fixed set amount towards the premium cost, and premiums that exceed the fixed amount are paid by the employee. If an employee declines health insurance, the employee receives in exchange a $300 monthly payment. If an employee selects insurance that cost less than the fixed amount provided by Pioneer, the amount is savings to Pioneer. The recommendation is to have an increase in the fixed amount provided by Pioneer.
Based on the U.S. Bureau of Labor Statistics for Medical Care San Francisco-Oakland-Hayward CPI, the change in the index from when the Board first approved the fixed amounts is 12% for medical and 4% for vision and fJONEER
COMMUNITY ENERGY
Agenda Item: 3 Agenda Date: 6/16/2022
dental. The fixed amount has not been modified since its first adoption by the Board which was March 2018 for medical and December 2018 for vision/dental. The adjustment is recommended to adjust with the start of the new premium year (January 2023) with an estimated cost of $5,000 for Fiscal Year 2023. The fixed amount changes are itemized in the table below:
Current Monthly Proposed Monthly for 2023
Benefit Single Emp + 1 Emp +2 or more Single Emp + 1 Emp +2 or more Medical 900.00 1,350.00 1,755.00 1,008.00 1,512.00 1,965.60 Dental 62.00 118.00 118.00 64.48 122.72 122.72
Vision 11.00 18.00 18.00 11.44 18.72 18.72
Additional Paid Time Off: The Christmas through New Year’s week is a period where Pioneer’s business needs are minimal and many of the consultants that assist in the operation of Pioneer have closures during this period.
Many other CCA’s also close during this period offering their employees this additional holiday period as time off. This additional benefit would close the Pioneer offices and providing the employees a holiday time for the inclusive period of December 24th to January 1st each year. Because the current granting of holidays provides the preceding or succeeding workday as a holiday when the holiday falls on the weekend and this added benefit does not, the additional holiday time provided here will vary from three additional days to five additional days from year to year. If critical operational business is necessary, the Executive Director or Director will assign an employee to work the needed time during the holiday period and the employee in exchange will receive vacation time to use at a different time. Although there is not a dollar cost to this benefit it does have a value and that value ranges from 1.15% to 1.9%.
Retirement Contributions for Non-Management: Retirement contributions for non-management employees are recommended to be adjusted. When this benefit was original established, the non-management employees received 62% of the management retirement contribution. The management retirement contribution changes with the IRS changes to the 457b contribution limits. This recommended benefit change for non-management employees would restore the 62% retirement contribution relationship between non-management employees and management employees. This change would be programmed to be effective January 2023 which aligns to when the IRS modifies the contribution limit, the estimated cost of this benefit is $4 thousand for fiscal year 2022-23.
Employee Assistant Program: Employee Assistance Programs have helped many employees and employers during times of individual crises and the value of this benefit has been highlighted during the pandemic period.
Pioneer is recommending adding this benefit. The annual cost is estimated to be $1 thousand dollars.
Summary of Benefits Changes: The overall goal of these changes is to maintain Pioneer’s competitiveness to attract and retain our employees. With these proposed changes, labor costs will account for approximately 2% of the overall expense budget. The employee benefit burden rate on average would be 28%.
STRATEGIC PLAN
The recommended salary schedule and benefit changes supports the Strategic Priority 3 of the 2021-2024 Strategic Plan which is to be an Employer of Choice.
FISCAL IMPACT
The salary schedule adjustment and benefit modifications are expected to cost less than $30 thousand in FY 2022-23.
Agenda Item: 3 Agenda Date: 6/16/2022
ATTACHMENTS
1. Resolution Adjusting the Salary Schedule, Adjusting the Health/Dental/Vision Employer Contribution, and Approve Christmas-New Year’s Holiday, and Authorize Employer Provided Employee Assistance Program.
Before the Governing Board of
Pioneer Community Energy
Resolution No.: ____________
The following Resolution was duly passed by the Governing Board of Pioneer Community Energy at a regular meeting held June 16, 2022, by the following vote on roll call:
Ayes:
Noes:
Absent:
Signed and approved by me after its passage.
______________________________
Chair of the Governing Board
Attest:
_______________________
Secretary
WHEREAS, the Pioneer Strategic Plan Strategic Priority 3 is to be an Employer of Choice; and WHEREAS, the United States Bureau of Labor Statistics consumer price index for all items in San Francisco-Oakland-Hayward to February 2021 was used to adjust the salary matrix by
1.8%; and
WHEREAS, the same index from February 2021 to February 2022 demonstrates a 6.5% change in consumer prices and informs an adjustment to the salary matrix of 6.5%; and WHEREAS, staff only move up on the salary matrix with a satisfactory annual evaluation unless an employee’s salary falls below the minimum salary matrix threshold; and WHEREAS, a compensation study of other local entities and Community Choice Aggregators was conducted by a Human Resource consulting firm that identified two positions (Executive Director-5.8% and Senior Financial Analyst-3.3%) that necessitated a salary matrix adjustment beyond the consumer price index adjustment; and
WHEREAS, the employer fixed amount contribution for Health/Dental/Vision is unchanged from original Board adoption; and
In the matter of: Approve the Salary Schedule -
Adjusted by 6.5%, and Approve Adjusted
Health/Dental/Vision Employer Contribution, and
Approve Christmas-NewYear’s Holiday Schedule
and Authorize Employer Provided Employee
Assistance Program
Resolution No. ___
2 WHEREAS, the United States Bureau of Labor Statistics Medical Care in San Francisco-Oakland-Hayward index through December 2021 has a 12% health and 4% dental/vision adjustment; and
WHEREAS, the original employee benefit granted to non-management employees was a contribution to a defined retirement plan at 62% of management’s fixed contribution to a defined retirement contribution plan and that contribution has fallen to less than 62%; and WHEREAS, an Employee Assistance Program can provide vital assistance for employees enduring personal challenges.
BE IT RESOLVED, the Governing Board of Pioneer Community Energy, State of California, hereby finds, declares, and resolves as follows:
1. The above recitals are true and correct.
2. The Salary Schedule as presented as Attachment A has been increased by 6.5% and is approved. Including a further 5.8% increase for the Executive Director position and a 3.3% increase to the Senior Financial Analyst position.
3. The Fixed Employer Contribution for Health/Dental/Vision premiums are approved to be changed for calendar year 2023 premiums to:
4. Subsequent annual increases to the Fixed Employer Health/Dental/Vision Contribution are authorized based on the annual changes to the United States Bureau of Labor Statistics Medical Care in San Francisco-Oakland-Hayward index.
5. Paid Holidays will include December 24th (Christmas Eve) through January 1st (New Year’s Day), an employee will be granted equivalent vacation time off if for operational needs an employee is directed to work during this Holiday period.
6. Beginning January 2023, non-management employees fixed contribution to a defined retirement contribution plan shall be 62% of management’s defined retirement contribution.
7. An Employee Assistance Program is authorized to be an added benefit for employees.
8. This Resolution shall take effect immediately upon its adoption.
Attachments:
A: Fiscal Year 2022-23 Salary Schedule
Monthly
Employer Contribution Single Emp + 1 Family
Medical 1,008.00 1,512.00 1,965.60
Dental 64.48 122.72 122.70
Vision 11.44 18.72 18.72
Class/Position Title Minimum Maximum Minimum Maximum
Administrative Assistant $72,774 $51,838 $77,499
Account Representative I $110,711 $78,861 $117,899
Account Representative II $121,781 $86,748 $129,687
Board Clerk/Executive Assistant $106,220 $75,663 $113,116 Chief Operating Officer $289,701 $206,361 $308,509
Director of Finance and Administration $219,051 $156,036 $233,272 Director of Public Affairs, Marketing and Programs $219,051 $156,036 $233,272 Executive Director *** $321,891 $242,588 $362,671
Financial and Administrative Analyst I $102,141 $72,758 $108,772 Financial and Administrative Analyst II $112,355 $80,033 $119,649 Internal Operations Coordinator ** $102,903 $153,839
Key Accounts Manager $153,946 $109,659 $163,941
Legislative and Regulatory Analyst I $129,149 $91,994 $137,534 Legislative and Regulatory Analyst II $142,063 $101,194 $151,286 Legislative and Regulatory Manager $163,373 $116,374 $173,980 Management Analyst $129,149 $91,994 $137,534
Power Resources Manager $163,373 $116,374 $173,980
Power Resources Analyst I $128,393 $91,458 $136,729
Power Supply Contract Manager $163,373 $116,374 $173,980 Program Manager * $102,903 $153,839
Program Specialist I $131,328 $93,547 $139,854
Senior Commercial Coordinator * $102,903 $153,839
Senior Financial Analyst **** $129,149 $95,030 $142,072 Senior Manager, Quantitative Analysis and Modeling * $128,011 $191,378 Senior Residential Coordinator ** $102,903 $153,839
* Designates a new created position
** Designates a new but repurposed position
*** Compensation Study - Increased an additional 5.8%
****Compensation Study - Increased an additional 3.3%
^ Employees only advance in the Salary Schedule contingent upon a satisfactory annual evaluation. The Salary Schedule adjustment of 6.5% is not an automatic salary adjustment for an employee unless their salary falls below the minimum.
Attachment A
$87,844
$86,386
$86,386
$109,279
$85,882
$109,279
$75,154
$102,974
$86,386
$95,025
$109,279
$146,523
$215,311
$68,322
$71,050
$193,780
$146,523
$81,459
SALARY SCHEDULE FISCAL YEAR 2022-23
Current Approved Salary Schedule
Proposed Salary Schedule
Adjusted by 6.5%--Effective July
4, 2022 ^
$48,678
$74,053
I
Staff Report – Item 4
To: The Governing Board
From: Don Eckert, Executive Director
Item 4: Adopt Resolution to Authorize the Executive Director to Execute Consulting Services Agreements with Orrick, Herrington & Sutcliffe and Chapman & Cutler, LLP to Serve as Counsel and PFM Financial Advisors, LLC to Serve as Municipal Financial Advisor on the Energy Prepayment Transaction
Date: 6/16/2022
RECOMMENDATION
Adopt a Resolution authorizing the Executive Director to execute Consulting Services Agreements with the following firms for legal and financial representation on Pioneer Community Energy’s (“Pioneer”) energy prepayment transaction:
• Orrick, Herrington & Sutcliffe – roles of Bond Counsel and Tax Counsel for an amount not to exceed $350,000
• Chapman & Cutler, LLP – roles of Disclosure Counsel and Issuer’s Counsel for an amount not to exceed $300,000
• PFM Financial Advisors, LLC – role of municipal financial advisor for an amount not to exceed $250,000
BACKGROUND
At the March 3, 2022, Audit & Finance Committee meeting and the May 19, 2022, Governing Board meeting, Michael Berwanger of PFM Financial Advisors introduced the power prepay transaction.
Prepay Overview
An energy prepayment – or “prepay” – is a long-term financial transaction available to municipal utilities and tax-exempt entities such as Community Choice Aggregators (“CCA”) that enables a meaningful power procurement cost savings opportunity. Further overview information can be found in the May board documents.
ANALYSIS & DISCUSSION
Professional Services Roles
Bond Counsel & Tax Counsel – Orrick, Herrington & Sutcliffe Primary roles include representing Pioneer in drafting the bond documents and providing a tax opinion on the transaction
Prepay Counsel & Disclosure Counsel – Chapman & Cutler, LLP Issuer’s Counsel (also known as Prepay Counsel) role is to represent issuer’s interest, supporting drafting and negotiating terms of prepay agreement and associated energy supply agreements.
Disclosure Counsel’s role is the preparation of the Official Statement/Prospectus. fJONEER
COMMUNITY ENERGY
Agenda Item: 4 Agenda Date: 6/16/2022
Financial Advisor – PFM Financial Advisors, LLC
Recommended by the Municipal Securities Rulemaking Board (“MSRB”), a municipal financial advisor represents and supports the Prepay Buyer (i.e., municipal Load Serving Entity) in the deal modeling and analysis, structuring negotiations, and document preparation. They effectively project manage and advocate for the CCA in the preparation and execution of the prepayment transaction.
Solicitation Process
Staff did not conduct a formal solicitation process in the selection of the firms in the recommendation. However, given the niche market for prepayments, there are very few firms who provide this type of advisory service and experience. The recommended firms combined experience covers the majority of the prepay deals executed to date across the country with their most recent experience including the execution of prepay deals with other CCA’s.
Timeline
Upon execution of the recommended consulting agreements, staff will progress prepay structuring and document negotiations with Goldman Sachs, the Prepay Supplier. The targeted timeline is to have draft documents prepared for a deal execution by the end of the 2022 calendar year.
Deal execution will be subject to market conditions which are currently not presenting the necessary taxable vs. tax-exempt interest rate spread. As stated in the May board materials, the details of the prepay agreement will be brought for review and approval once the documents are negotiated and prepared over the coming months.
STRATEGIC PLAN
The report supports the following strategic plan priorities:
1. Quality of Service by keeping rates stable and competitive
2. Financial Stability & Strategic Growth by supporting significant cost savings
FISCAL IMPACT
These fees will be structured as contingent fees paid out of the proceeds of the prepay transaction upon the successful execution of the transaction. The financial impacts of this recommendation are outlined below:
• Bond and Tax Counsel: $350,000
• Issuer’s Counsel and Disclosure Counsel: $300,000
• Municipal Financial Advisor: $250,000
It is important to note the financial benefit upon execution of this transaction is to achieve an 8-10% discount per year on power quantities delivered under the prepay, compared to the price in the assigned contracts.
However, the exact discount will be dependent on the spread between taxable and tax-exempt debt rates.
ATTACHMENTS
1. Resolution authorizing the Executive Director to execute Consulting Services Agreements for legal and financial representation on Pioneer’s energy prepayment transaction.
Before the Governing Board of
Pioneer Community Energy
Resolution No.: ____________
The following Resolution was duly passed by the Governing Board of Pioneer Community Energy at a regular meeting held June 16, 2022, by the following vote on roll call:
Ayes:
Noes:
Absent:
Signed and approved by me after its passage.
______________________________
Chair of the Governing Board
Attest:
_______________________
Secretary
WHEREAS, the pursuit of an energy prepayment enables a meaningful power procurement cost savings opportunity in which Pioneer Community Energy utilizes its tax-exempt status to access the municipal bond market to prepay existing energy supply contracts at a discount rate; and WHEREAS, Orrick, Herrington & Sutcliffe and Chapman & Cutler LLP were respectively selected for the respective counsel roles; and
WHEREAS, PFM Financial Advisors was selected for the role of municipal financial advisor; and WHEREAS, The combined fees for counsel total an amount not to exceed $650,000; and WHEREAS, The fees for the municipal financial advisor total an amount not to exceed $250,000; and
WHEREAS, The fees referenced in this resolution are contingent upon the successful execution of the prepay transaction and will be paid out of the proceeds of the transaction.
In the matter of: RESOLUTION TO AUTHORIZE
THE EXECUTION OF A CONSULTING SERVICES
AGREEMENTS WITH ORRICK, HERRINGTON &
SUTCLIFFE AND CHAPMAN & CUTLER, LLP TO
SERVE AS COUNSEL AND PFM FINANCIAL
ADVISORS, LLC TO SERVE AS MUNICIPAL
FINANCIAL ADVISOR ON THE ENERGY
PREPAYMENT TRANSACTION
2 BE IT RESOLVED, the Governing Board of Pioneer Community Energy, State of California, hereby finds, declares, and resolves as follows:
1. The above recitals are true and correct.
2. The Governing Board hereby authorizes the Executive Director to execute Consulting Services Agreement with the following firms for legal and financial representation on Pioneer Community Energy’s energy prepayment transaction:
Orrick, Herrington & Sutcliffe – roles of Bond Counsel and Tax Counsel, Chapman & Cutler LLP – roles of Disclosure Counsel and Issuer’s Counsel and PFM Financial Advisors, LLC to serve as municipal financial advisor.
3. This Resolution shall take effect immediately upon its adoption.
Exhibit A: Consulting Services Agreement with Orrick, Herrington & Sutcliffe Exhibit B: Consulting Services Agreement with Chapman & Cutler, LLP Exhibit C: Consulting Services Agreement with PFM Financial Advisors, LLC Resolution 2022-__
Administering Agency: Pioneer Community Energy
Contract No.
Contract Description:
CONSULTANT SERVICES AGREEMENT
THIS AGREEMENT is made at Rocklin, California, as of _____ , 2022, by and between Pioneer Community Energy, ("Pioneer"), and Orrick Herrington & Sutcliffe, LLP ("Consultant"), who agree as follows:
1. 2.
3. 4.
Services. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide the services described in Exhibit A. Consultant shall provide said services at the time, place, and in the manner specified in Exhibit A.
Payment. Pioneer shall pay Consultant for services rendered pursuant to this Agreement at the time and in the amount set forth in Exhibit B. The payment specified in Exhibit B shall be the only payment made to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all billings for said services to Pioneer in the manner specified therein, or, if no manner be specified, then according to the usual and customary procedures which Consultant uses for billing clients similar to Pioneer. The amount of the contract shall not exceed Three Hundred Fifty Thousand Dollars ($350,000).
Facilities, Equipment and Other Materials, and Obligations of Pioneer. Unless otherwise specified in Exhibit C, Consultant shall, at its sole cost and expense, furnish all facilities, equipment, and other materials which may be required for furnishing services pursuant to this Agreement.
Exhibits. All exhibits referred to herein will be attached hereto and by this reference incorporated herein.
5. Time for Performance. Time is of the essence. Failure of Consultant to perform any services within the time limits set forth in Exhibit A shall constitute material breach of this contract.
6. Independent Consultant. At all times during the term of this Agreement, Consultant shall be an independent Consultant and shall not be an employee of Pioneer. Pioneer· shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement. Pioneer shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement.
7. Licenses, Permits, Etc. Consultant represents and warrants to Pioneer that it has all licenses, permits, qualifications, and approvals of whatsoever nature, which are legally required for Consultant to practice its profession. Consultant represents and warrants to Pioneer that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, and approvals which are legally required for Consultant to practice its profession at the time the services are performed.
8. Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary for the satisfactory performance of Consultant's obligations pursuant to this Agreement. Neither party shall be considered in default of this - 1 - 4124-7668-7160.3
Agreement to the extent performance is prevented or delayed by any cause, present or future, which is beyond the reasonable control of the party.
9. Hold Harmless and Indemnification Agreement. At all times during the performance of this agreement, Consultant agrees to protect, defend, and indemnify Pioneer in accordance with the provisions contained in Exhibit D.
I 0. Insurance. Consultant shall file with Pioneer concurrently herewith a Certificate oflnsurance, in companies acceptable to Pioneer, with a Best's Rating of no less than A-:VII, for the coverage shown in Exhibit D. All costs of complying with these insurance requirements shall be included in Consultant's fee(s). These costs shall not be considered a "reimbursable" expense under any circumstances.
11. Consultant Not Agent. Except as Pioneer may specify in writing Consultant shall have no authority, express or implied, to act on behalf of Pioneer in any capacity whatsoever as an agent.
Consultant shall have no authority, express or implied pursuant to this Agreement to Bind Pioneer to any obligation whatsoever.
12. Assignment Prohibited. Consultant may assign its rights and obligations under this Agreement only upon the prior written approval of Pioneer, said approval to be in the sole discretion of Pioneer.
13. Personnel.
A. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that Pioneer, in its sole discretion, at any time during the term of this Agreement, desires the removal of any person or persons assigned by Consultant to perform services pursuant to this Agreement, including those members of the Project Team as explained below, Consultant shall remove any such person immediately upon receiving notice from Pioneer of the desire of Pioneer for removal of such person or persons.
B. Notwithstanding the foregoing, if specific persons are designated as the "Project Team" in Exhibit A, Consultant agrees to perform the work under this agreement with those individuals identified. Reassignment or substitution of individuals or subcontractors named in the Project Team by Consultant without the prior written consent of Pioneer shall be grounds for cancellation of the agreement by Pioneer, and payment shall be made pursuant to Section 15 (Termination) of this Agreement only for that work performed by Project Team members.
14. Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. All products of whatsoever nature which Consultant delivers to Pioneer pursuant to this Agreement shall be prepared in a substantial first class and workmanlike manner and conform to the standards or quality normally observed by a person practicing in Consultant's profession.
15. Termination.
A. Pioneer shall have the right to terminate this Agreement at any time by giving notice in writing of such termination to Consultant. In the event Pioneer shall give notice of termination, Consultant shall immediately cease rendering service upon receipt of such written notice, pursuant to this Agreement. In the event Pioneer shall terminate this Agreement:
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1) Consultant shall deliver copies of all writings prepared by it pursuant to this Agreement. The term "writings" shall be construed to mean and include: handwriting, typewriting, printing, Photostatting, photographing, and every other means of recording upon any tangible thing any form of communication or representation, including letters, words, pictures, sounds, or symbols, or combinations thereof. 2) Pioneer shall have full ownership and control of all such writings delivered by Consultant pursuant to this Agreement.
3) Pioneer shall pay Consultant the reasonable value of services rendered by Consultant to the date of termination pursuant to this Agreement not to exceed the amount documented by Consultant and approved by Pioneer as work accomplished to date; provided, however, that in no event shall any payment hereunder exceed the amount of the agreement specified in Exhibit B, and further provided, however, Pioneer shall not in any manner be liable for lost profits which might have been made by Consultant had Consultant completed the services required by this Agreement. In this regard, Consultant shall furnish to Pioneer such financial information as in the judgment of Pioneer is necessary to determine the reasonable value of the services rendered by Consultant. The foregoing is cumulative and does not affect any right or remedy, which Pioneer may have in law or equity.
B. Consultant may terminate its services under this Agreement upon ten- ( I 0) working days' advance written notice to Pioneer.
16. Contract Term. This agreement shall remain in place until the Scope of Services described in Exhibit A is completed, or until contract is terminated pursuant to Section 15 of this contract.
17. Non-Discrimination. Consultant shall not discriminate in its employment practices because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, or sexual orientation in contravention of the California Fair Employment and Housing Act, Government Code section 12900 et~-
18. Records. Consultant shall maintain, at all times, complete detailed records with regard to work performed under this agreement in a form acceptable to Pioneer, and Pioneer shall have the right to inspect such records at any reasonable time. Notwithstanding any other terms of this agreement, no payments shall be made to Consultant until Pioneer is satisfied that work of such value has been rendered pursuant to this agreement. However, Pioneer shall not unreasonably withhold payment and, if a dispute exists, the withheld payment shall be proportional only to the item in dispute.
19. Ownership of Information. All professional and technical information developed under this Agreement and all work sheets, reports, and related data shall become the property of Pioneer, and Consultant agrees to deliver reproducible copies of such documents to Pioneer on completion of the services hereunder. Pioneer agrees that Consultant shall have the right to retain a copy of the client file for its own records. Pioneer agrees to indemnify and hold Consultant harmless from any claim arising out of reuse of the information for other than this project.
20. Waiver. One or more waivers by one party of any major or minor breach or default of any provision, term, condition, or covenant of this Agreement shall not operate as a waiver of any subsequent breach or default by the other party.
21. Conflict of Interest. Consultant certifies that no official or employee of Pioneer, nor any business entity in which an official of Pioneer has an interest, has been employed or retained to solicit or aid - 3 - 4124-7668-7160.3
in the procuring of this agreement. In addition, Consultant agrees that no such person will be employed in the performance of this agreement without immediately notifying Pioneer.
22. Entirety of Agreement. This Agreement contains the entire agreement of Pioneer and Consultant with respect to the subject matter hereof, and no other agreement, statement, or promise made by any party, or to any employee, officer or agent of any party, which is not contained in this Agreement, shall be binding or valid.
23. Alteration. No waiver, alteration, modification, or termination of this Agreement shall be valid unless made in writing and signed by all parties, except as expressly provided in Section 15, Termination.
24. Governing Law. This Agreement is executed and intended to be performed in the State of California, and the laws of that State shall govern its interpretation and effect. Any legal proceedings on this agreement shall be brought under the jurisdiction of the Superior Court of County of Placer, State of California, and Consultant hereby expressly waives those provisions in California Code of Civil Procedure §394 that may have allowed it to transfer venue to another jurisdiction.
25. Standard Terms. The Standard Terms of Engagement set forth in Exhibit E form a part of this Agreement, provided that if the terms of this Agreement and the Standard Terms of Engagement are in conflict, the terms of this Agreement shall control.
26. Notification. Any notice or demand desired or required to be given hereunder shall be in writing and deemed given when personally delivered or deposited in the mail, postage prepaid, and addressed to the parties as follows:
PIONEER COMMUNITY ENERGY:
Pioneer Community Energy
Attn: Eric Acedo
2510 Warren Drive Suite B
Rocklin, CA 95677
[email protected]
Phone:916-758-8943
CONSULTANT:
ORRICK HERRINGTON & SUTCLIFFE, LLP
George G. Wolf
405 Howard Street
San Francisco, CA 94105
[email protected]
Phone:415-773-5988
Any notice so delivered personally shall be deemed to be received on the date of delivery, and any notice mailed shall be deemed to be received five (5) days after the date on which it was mailed. - 4 - 4124-7668-7160.3
Executed as of the day first above stated:
PIONEER COMMUNITY ENERGY
By:
Printed Name/Title: Don Eckert, Executive Director
Approved as to Form - General Counsel:
By:
Printed Name/Title: Casey Strong, General Counsel
ORRICK HERRINGTON & STU CLIFFE, LLP
Title: Partner
*If Consultant is a corporation, this agreement must be signed by a corporate officer, either the President or Vice President, unless an authenticated corporate resolution is attached delegating authority to a single officer or other officers to bind the corporation.
Exhibits
A. Scope of Services
B. Payment for Services Rendered
C. Facilities, Equipment and Other Obligations of Pioneer D. Hold Harmless Agreement and Insurance Requirements
E. Standard Terms of Engagement
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EXHIBIT A
SCOPE OF SERVICES
Consultant will provide the following Bond and Tax Counsel services as requested and directed by Pioneer staff, up to the maximum time/fees allowed under this Agreement (the "Project"):
Consultant will serve as Bond and Tax Counsel in connection with a proposed issue of Clean Energy Prepay Bonds by Pioneer ( or an Issuer issuing bonds on behalf of Pioneer, hereinafter referred to as "Issuer").
Task (l) - Consultant will consult with representatives of Pioneer and its counsel, Issuer and its counsel, counsel to Pioneer for the energy contracts, underwriters, underwriters' counsel, the energy supplier and their counsel, swap provider and their counsel and others, with respect to the timing, terms and legal structure of the proposed Bonds.
Task (2) - Consultant will analyze the structure of the transaction to ensure compliance with all relevant tax laws and regulations.
Task (3) - Consultant will prepare documents to be adopted or entered into by Issuer required for the authorization, sale and issuance of the Bonds ( excluding the Bond Purchase Agreement to be prepared by underwriters' counsel and the Official Statement), including preparation of the Indenture (the "Major Legal Documents").
Task ( 4) - Consultant will prepare the Continuing Disclosure Agreement/Certificate.
Task (S) - Consultant will review and/or prepare summaries of the Major Legal Documents and of the Continuing Disclosure Agreement/Certificate included in the Official Statement.
Task (6) - Consultant will attend such meetings or hearings of Issuer and working group meetings or conference calls as Pioneer/Issuer may request.
Task (7) - Consultant will prepare final closing papers to be executed by Issuer required to effect delivery of the Bonds (including the Tax Agreement) and coordinate the Bond closing.
Task (8) - Consultant will render Bond Counsel's customary form of final legal opinion on the validity of the Bonds and the tax-exempt status of interest thereon, and deliver to the underwriter of such Bonds a "supplemental opinion" with respect to such Bonds in Bond Counsel's standard form or as Consultant and the Pioneer mutually agree.
Additional Services:
Consultant will not provide additional services outside of the services identified in Exhibit A, unless it obtains advance written authorization from Pioneer prior to commencement of any additional services.
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EXHIBITB
PAYMENT FOR SERVICES RENDERED
For services provided under this Agreement, Pioneer ( or an Issuer issuing bonds on behalf of Pioneer, the Issuer) shall pay Consultant in accordance with the amount(s) and the payment schedule as specified below:
Consultant and Pioneer agree that for the services listed in Exhibit A, including all expenses, such as travel expenses, word processing charges and postage and delivery charges, Consultant shall be paid in the amount of $350,000 upon closing of the Bonds, payable solely from proceeds of the Bonds. In the event that the Bonds do not issue or close for any reason, neither Pioneer nor the Issuer shall owe any monies to Consultant for these services.
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EXHIBITC
FACILITIES, EQUIPMENT, AND OTHER
MATERIALS, AND OBLIGATIONS OF PIONEER
(Specify all equipment and facilities to be provided or made available by Pioneer, and any other Pioneer obligations.)
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NOT APPLICABLE
EXHIBITD
HOLD HARMLESS AGREEMENT
AND INSURANCE REQUIREMENTS
I. HOLD HARMLESS AND INDEMNIFICATION AGREEMENT
The CONSUL TANT agrees to indemnify, defend and hold PIONEER hannless from and against any and all claims, suit and actions, and all associated damages, settlements, losses, liabilities, costs, and expenses, including without limitation reasonable attorneys' fees, to the extent finally determined to have resulted from the CONSULTANT'S negligence, recklessness, or willful misconduct in performing the services set forth in this agreement. Notwithstanding the foregoing, nothing herein shall (i) serve to expand the CONSULTANT'S scope of professional responsibilities as set forth in the laws and canons of ethics, (ii) extend any statute of limitations governing any claim arising from the CONSULTANT'S acts or omissions, or (iii) waive any claims or defenses the CONSULT ANT may have against PIONEER or any other party.
As used above, the tenn PIONEER means Pioneer or its officers, agents, employees, and volunteers.
2. INSURANCE:
CONSUL TANT shall file with PIONEER concurrently herewith a Certificate of Insurance, in companies acceptable to PIONEER, with a Best's Rating of no less than A-:VII showing.
3. WORKER'S COMPENSATION AND EMPLOYERS LIABILITY INSURANCE:
Worker's Compensation Insurance shall be provided as required by any applicable law or regulation.
Employer's liability insurance shall be provided in amounts not less than one million dollars ($1,000,000) each accident for bodily injury by accident, one million dollars ($1,000,000) policy limit for bodily injury by disease, and one million dollars ($1,000,000) each employee for bodily injury by disease.
If there is an exposure of injury to CONSULTANTS employees under the U.S. Longshoremen's and Harbor Worker's Compensation Act, the Jones Act, or under laws, regulations, or statutes applicable to maritime employees, coverage shall be included for such injuries or claims.
Each Worker's Compensation policy shall be endorsed with the following specific language:
Cancellation Notice - "This policy shall not be changed without first giving thirty (30) days prior written notice and ten ( I 0) days prior written notice of cancellation for non-payment of premium to Pioneer Community Energy".
Waiver of Subrogation - The workers' compensation policy shall be endorsed to state that the workers' compensation carrier waives its right of subrogation against Pioneer, its officers, directors, officials, employees, agents or volunteers, which might arise by reason of payment under such policy in connection with perfonnance under this agreement by the CONSUL TANT.
CONSULTANT shall require all SUBCONTRACTORS to maintain adequate Workers' Compensation insurance. Certificates of Workers' Compensation shall be filed forthwith with Pioneer upon demand.
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4. GENERAL LIABILITY INSURANCE:
A. Comprehensive General Liability or Commercial General Liability insurance covering all operations by or on behalf of CONSULT ANT, providing insurance for bodily injury liability and property damage liability for the limits ofliability indicated below and including coverage for:
(I) Contractual liability insuring the obligations assumed by CONSULT ANT in this Agreement.
B. One of the following forms is required:
( 1) Comprehensive General Liability;
(2) Commercial General Liability (Occurrence); or
(3) Commercial General Liability (Claims Made).
C. If CONSULTANT carries a Comprehensive General Liability policy, the limits of liability shall not be less than a Combined Single Limit for bodily injury, property damage, and Personal Injury Liability of:
One million dollars ($1,000,000) each occurrence
Two million dollars ($2,000.000) aggregate
D. If CONSULTANT carries a Commercial General Liability (Occurrence) policy:
(I) The limits of liability shall not be less than:
One million dollars ($1,000,000) each occurrence (combined single limit for bodily injury and property damage)
One million dollars ($1,000,000) for Products-Completed Operations ➔ Two million dollars ($2,000,000) General Aggregate
(2) If the policy does not have an endorsement providing that the General Aggregate Limit applies separately, or if defense costs are included in the aggregate limits, then the required aggregate limits shall be two million dollars ($2,000,000).
E. Special Claims Made Policy Form Provisions:
CONSULTANT shall not provide a Commercial General Liability (Claims Made) policy without the express prior written consent of PIONEER, which consent, if given, shall be subject to the following conditions:
( 1) The limits of liability shall not be less than:
One million dollars ($1,000,000) each occurrence ( combined single limit for bodily injury and property damage)
One million dollars ($1,000,000) aggregate for Products Completed Operations ➔ Two million dollars ($2,000,000) General Aggregate
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5. (2) The insurance coverage provided by CONSULTANT shall contain language providing coverage up to one ( 1) year following the completion of the contract in order to provide insurance coverage for the hold harmless provisions herein if the policy is a claims-made policy.
Conformity of Coverages - If more than one policy is used to meet the required coverages, such as a separate umbrella policy, such policies shall be consistent with all other applicable policies used to meet these minimum requirements. For example, all policies shall be Occurrence Liability policies or all shall be Claims Made Liability policies, if approved by Pioneer as noted above. In no cases shall the types of polices be different.
ENDORSEMENTS:
Each Comprehensive or Commercial General Liability policy shall be endorsed with the following specific language:
A. "Pioneer Community Energy, its officers, agents, employees, and volunteers are to be covered as insured for all liability arising out of the operations by or on behalf of the named insured in the performance of this Agreement."
B. "The insurance provided by the Consultant, including any excess liability or umbrella form coverage, is primary coverage to Pioneer Community Energy with respect to any insurance or self-insurance programs maintained by Pioneer Community Energy and no insurance held or owned by Pioneer Community Energy shall be called upon to contribute to a loss." C. "This policy shall not be changed without first giving thirty (30) days prior written notice and ten (10) days prior written notice of cancellation for non-payment of premium to Pioneer Community Energy."
6. AUTOMOBILE LIABILITY INSURANCE:
7. Automobile Liability insurance covering bodily injury and property damage in an amount no less than one million dollars ($1,000,000) combined single limit for each occurrence.
Covered vehicles shall include owned, non-owned, and hired automobiles/trucks.
ADDITIONAL REQUIREMENTS:
Premium Payments - The insurance companies shall have no recourse against PIONEER and funding agencies, its officers and employees or any of them for payment of any premiums or assessments under any policy issued by a mutual insurance company.
Policy Deductibles - The CONSULT ANT shall be responsible for all deductibles in all of the CONSULTANT's insurance policies. The maximum amount of allowable deductible for insurance coverage required herein shall be $25,000.
CONSULTANT's Obligations - CONSULTANT's indemnity and other obligations shall not be limited by the foregoing insurance requirements and shall survive the expiration of this agreement.
Verification of Coverage - CONSULT ANT shall furnish Pioneer with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by Pioneer before
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work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the CONSULTANT's obligation to provide them. Pioneer reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
Material Breach - Failure of the CONSULT ANT to maintain the insurance required by this agreement, or to comply with any of the requirements of this section, shall constitute a material breach of the entire agreement.
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EXHIBITE
STANDARD TERMS OF ENGAGEMENT
Except as modified in writing by the accompanying Agreement or in another agreement signed by Pioneer and Consultant, the following provisions shall apply to the relationship between Consultant (hereinafter referred to as "Orrick", "our", "us" and "we") and Pioneer (hereinafter referred to as "you". ''your", "Client", or "Clients") or the Issuer. If any terms in this Exhibit E conflict with the terms set forth in the terms of the Agreement, the terms in the Agreement control.
1. Pioneer Group and Issuer
Our engagement is only on behalf of the person(s) or entity(s) identified in the Agreement accompanying these Standard Terms of Engagement. Our representation of Pioneer or the Issuer. does not encompass any officer, director, employee, owner, principal, member or partner of or any other person affiliated with Pioneer or the Issuer; or any subsidiary, parent or other affiliate of Pioneer or the Issuer. If any of these persons or entities require the services of counsel in connection with the Project, we would be pleased to discuss whether we might be able to represent any of them, but any such representation would need its own engagement letter, and would depend on our review and disclosure to all concerned of any conflicts of interest that may arise in connection with any such concurrent representation, and on appropriate consents being obtained from Pioneer or the Issuer, as applicable, and from those seeking such additional representation.
2. Scope of Engagement
The scope of Orrick's representation of Pioneer or the Issuer is limited to the specific Project identified in the accompanying Agreement, and such additional matters as Pioneer or the Issuer and Orrick may in their mutual discretion agree to from time to time. In each case, Orrick's agreement to any expansion of the scope of its representation of Pioneer or the Issuer will be subject, among other things, to such additional conflict checks, waivers, retainers, approvals and other arrangements as Orrick may in its professional judgment deem necessary or appropriate in the circumstances. Except as otherwise expressly provided in any written engagement letter ( or a written amendment of a prior engagement letter) between Orrick and Pioneer or the Issuer entered into in connection with such expansion of the scope of Orrick's representation, the agreement reflected in these Standard Terms of Engagement, and in the accompanying Agreement, applies to Orrick's current representation of Pioneer or the Issuer and to any subsequent matters that Orrick agrees to undertake on behalf of Pioneer or the Issuer.
3. Waiver of Conflicts of Interest
Pioneer acknowledges that Orrick regularly performs legal services for many private and public entities in connection with a wide variety of matters. For example, Orrick has represented, is representing or may in the future represent other public entities, underwriters, trustees, rating agencies, insurers, credit enhancement providers, lenders, consultants, suppliers, financial and other consultants/advisors, accountants, investment providers/brokers, providers/brokers of derivative products and others who may have a role or interest in the Bond financing or that may be involved with or adverse to Pioneer or the Issuer in this or some other matter, including one or more of the underwriters in the development of energy prepayment financing structures. Orrick agrees not to represent any such entity in connection with the Bond financing, during the term of this Agreement, without the prior informed written consent of Pioneer or the Issuer, except possibly with respect to investment or derivative products where, because Orrick has assisted a number of the providers/brokers in designing and developing their products and provides general and transactional advice with respect to such products, it is not practical to seek specific consent in each case. Given the special, limited role of Bond Counsel described above and Orrick's Page I of Exhibit E
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agreement not to represent the other entities without first obtaining written consent under the circumstances and as otherwise described in the foregoing sentence, Pioneer acknowledges that no conflict of interest exists or would exist, and waives any conflict of interest that might appear actually or potentially to exist, now or in the future, by virtue of this Agreement, any representation of, or advice to, Pioneer, the Issuer or any Member Agency by Orrick in connection with the formation of Issuer and the subsequent issuance of the Bonds, or any such other attorney-client relationship that Orrick may have had, have or enter into, and Pioneer or the Issuer specifically consents to any and all such relationships ( except those that would require the prior written consent of Pioneer or the Issuer described in the foregoing sentence, in which case Orrick shall provide separate notice at that time to Pioneer and/or the Issuer, as applicable.
4. Internal Communications
The occasion might arise for us, at our own expense, to consult regarding our engagement for Pioneer or the Issuer with our own counsel (e.g., our Chief Legal Officer, other firm lawyers working with our Chief Legal Officer who do not perform work for Pioneer or the Issuer on the Project, or our own outside counsel). To the extent that we are addressing our own rights or responsibilities, a conflict of interest might be deemed to exist between Orrick and Pioneer or the Issuer as to such consultation or resulting communications, particularly if a dispute were ever to arise between Orrick and Pioneer or the Issuer regarding the Project. A condition of this engagement is that Pioneer or the Issuer hereby consents to such consultation occurring, and waives any claim of conflict of interest based on such consultation or resulting communications that could otherwise disqualify us from continuing to represent Pioneer or the Issuer or from acting in our own behalf, even if such consultation or communications might be deemed adverse to the interests of Pioneer or the Issuer. Pioneer acknowledges and agrees that any such consulting and communications are protected by our own attorney-client privilege from disclosure to Pioneer or the Issuer.
5. Responsibilities of Attorney and Pioneer
We will provide to Pioneer or the Issuer legal counsel and assistance in accordance with the accompanying Agreement. Pioneer or the Issuer will not look to or rely upon Orrick for any investment, accounting, financial or other non-legal advice, including without limitation any advice regarding the character or credit of any person with whom Pioneer or the Issuer may be dealing. Although we will at times communicate with Pioneer or the Issuer by e-mail, letter, or other written form, we may provide much of our counsel and assistance in telephone conversations and meetings with Pioneer or the Issuer. If Pioneer or the Issuer ever wishes for us to confirm any oral advice in writing, please let us know.
For us to represent Pioneer or the Issuer effectively, we need Pioneer or the Issuer to provide us with complete and candid information regarding the subject matter of the Project, to keep us informed of relevant developments, to make decisions necessary for us to fulfill our responsibilities in the Project and otherwise to provide to us Pioneer or the Issuer's reasonable assistance and cooperation.
We have a duty of confidentiality to Pioneer or the Issuer and each of our other clients. We take this duty very seriously and, except to the extent permitted by the applicable rules of professional conduct, we will not disclose any confidential information of Pioneer or the Issuer to any other client or person. Similarly, we cannot disclose to Pioneer or the Issuer the confidences of any other client even when such information relates to matters that might affect Pioneer or the Issuer.
6. Termination
Pioneer may terminate this representation at any time, with or without cause, but in the case of litigation, court approval may be necessary. Subject to the application of the applicable rules of
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professional responsibility, Orrick also reserves the right to withdraw, if among other things, Pioneer or the Issuer fails to make timely payments of any invoice, Pioneer or the Issuer fails to cooperate or follow Orrick's advice on a material matter, or any fact or circumstance arises that, in Orrick's view, renders our continuing representation unlawful or unethical, or we otherwise have the right to withdraw pursuant to applicable rules of professional responsibility. Any termination of our representation of Pioneer or the Issuer would be subject to such approval as may be required from any court(s) in which we are appearing on Pioneer or the Issuer behalf. Orrick agrees to provide ten ( 10) working days' notice to Pioneer prior to terminating this agreement, unless earlier termination is required under the California State Bar Rules of Professional Conduct or other applicable legal authority.
7. Date of Termination
Orrick's representation of Pioneer or the Issuer will be considered terminated at the earliest of (i) Pioneer or the Issuer's termination of the representation, (ii) Orrick's withdrawal from the representation, or (iii) the time of the successful issuance of the Bonds.
8. File Retention and Disposition
Once our engagement in this Project ends, we will send you a written notice advising you that this engagement has concluded. You may thereafter direct us to return, retain or discard some or all of the documents pertaining to the engagement. Orrick may charge Pioneer or the Issuer for the reasonable costs of retrieval, assembly, copying, storage and transfer of all files or materials in any format. If Orrick determines it appropriate to dispose of materials relating to the Project, Orrick will provide you written notice of that determination. If you do not respond to the notice within sixty (60) days, you agree and understand that any materials left with us after the engagement ends may be retained or destroyed at our discretion without further notice to you and in a manner which preserves the confidential and secret nature of their contents. If you have a Records Retention Policy in place with which outside counsel will need to comply, please advise us so that we may so inform our Records Department.
Notwithstanding the foregoing, and unless you instruct us otherwise, we will return and/or preserve any original documents provided to us by Pioneer or the Issuer, and any documents we know or believe you will need to retain to enforce your rights or to bring or defend claims. You should understand that "materials" include paper files as well as information in other mediums of storage including voicemail, email, printer files, copier files, facsimiles, dictation recordings, video files, and other formats.
We reserve the right to make, at our expense, certain copies of all documents generated or received by us in the course of our representation. When you request copies of documents from us, copies that we generate will be made at your expense. We will maintain the confidentiality of all documents throughout this process.
Our own files pertaining to the Project will be retained by the firm (as opposed to being sent to you) or destroyed. These firm files include, for example, firm administrative records, time and expense reports, personnel and staffing materials, and credit and account records. For various reasons, including the minimization of unnecessary storage expenses, we reserve the right to destroy or otherwise dispose of any documents or other materials retained by us within a reasonable time after the termination of the engagement.
9. Arbitration
Although we think it is unlikely, a dispute could arise between us regarding some aspect of the engagement and Orrick's representation of Pioneer or the Issuer. Any such dispute, whether a claim by Pioneer or the Issuer against Orrick or by Orrick against Pioneer or the Issuer, including claims for unpaid fees and charges, neg! igence, quality of services, breach of contract or fiduciary duty, fraud or any other
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claims relating to any aspect of the engagement and our representation of Pioneer or the Issuer is referred to herein as a "Dispute". If we are not able to resolve a Dispute among ourselves, Pioneer or the Issuer and Orrick agree to resolve such dispute through confidential binding arbitration as set forth below.
Please note that in the event that a Dispute arises relating to Orrick's fees, Pioneer or the Issuer may have the right to arbitration of the Dispute pursuant to Part 13 7 of the Rules of the Chief Administrator of the Courts, a copy of which will be provided to Pioneer or the Issuer upon Pioneer or the Issuer's request.
The arbitration provisions of this Section 9 shall apply to all Disputes and shall survive termination of the engagement. Pioneer or the Issuer understands the consequences of agreeing to binding arbitration, including gi_ving up any constitutional or statutory rights to have the Dispute determined by a court of law or by a jury; that discovery of information in arbitration may be limited; and that the arbitration award will be final and binding.
The party wishing to initiate arbitration hereunder (the "initiating party") will deliver to the other party (the "other party") a written demand for arbitration setting forth the basis of the initiating party's claim and the dollar amount of damages sought. Once an initiating party initiates an arbitration hereunder, the initiating party and the other party will engage in a good faith, one-day non-binding mediation before a sole mediator selected from the panel of mediators of the JAMS (or its successor) before proceeding with the arbitration. Each party in the mediation will pay such party's own costs and fees, and the parties will split the fees of the mediator. The mediation will take place in Alameda County, California. Orrick and Pioneer or the Issuer may mutually agree to extend the mediation beyond one day.
To the extent that the Dispute is not resolved through the mediation process described above, an arbitration hereunder will (i) be heard and determined by an arbitrator (who will be a retired state or federal judges with at least five years judicial experience), selected by the parties from a list of neutrals provided by JAMS, and if the parties cannot agree, by JAMS itself; (ii) take place in Alameda County, California; and (iii) conducted in accordance with JAMS Arbitration Rules and Procedures (or any successor rules and procedures), in effect at the time the initiating party delivers to the other party the demand for arbitration required hereunder. In determining a claim, the arbitrator will apply the laws of the State of California. The arbitration proceedings and the award of the arbitrator will be confidential. Each party in the arbitration will pay such party's own costs and fees, and the parties will split the fees of the arbitrator. The ruling of the arbitrator will be final and binding on both parties, and no appeal may be taken. The ruling of the arbitrator may be entered and enforced as a judgment by a court of competent jurisdiction. The arbitration provisions of this Agreement may be enforced by any court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys' fees, to be paid by the party against whom enforcement is ordered.
10. Binding Agreement
The Agreement and these Standard Terms of Engagement represent the entire understanding and agreement between Pioneer and Orrick with respect to the subject matter referred to herein. By signing the Agreement, Pioneer acknowledges that the Agreement and these Standard Terms of Engagement have been carefully reviewed and their content understood and that Pioneer agrees to be bound by all of the terms and conditions. Furthermore, Pioneer acknowledges that Orrick has made no representations or guarantees to Pioneer regarding the outcome of the Project or the time necessary to complete the formation of the Issuer or the issuance of the Bonds.
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Administering Agency: Pioneer Community Energy
Contract No. _____________
Contract Description: Legal Services relating to Clean Energy Prepayment Transaction
CONSULTANT SERVICES AGREEMENT
THIS AGREEMENT is made at Rocklin, California, as of _____________, 2022, by and between Pioneer Community Energy, ("Pioneer"), and Chapman and Cutler LLP ("Consultant"), who agree as follows:
1. Services. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide the services described in Exhibit A. Consultant shall provide said services at the time, place, and in the manner specified in Exhibit A.
2. Payment. Pioneer shall pay Consultant for services rendered pursuant to this Agreement at the time and in the amount set forth in Exhibit B. The payment specified in Exhibit B shall be the only payment made to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all billings for said services to Pioneer in the manner specified therein, or, if no manner be specified, then according to the usual and customary procedures which Consultant uses for billing clients similar to Pioneer. The amount of the contract shall not exceed Three hundred thousand Dollars ($300,000).
3. Facilities, Equipment and Other Materials, and Obligations of Pioneer. Unless otherwise specified in Exhibit C, Consultant shall, at its sole cost and expense, furnish all facilities, equipment, and other materials which may be required for furnishing services pursuant to this Agreement.
4. Exhibits. All exhibits referred to herein will be attached hereto and by this reference incorporated herein.
5. Time for Performance. Time is of the essence. Failure of Consultant to perform any services within the time limits set forth in Exhibit A shall constitute material breach of this contract.
6. Independent Consultant. At all times during the term of this Agreement, Consultant shall be an independent Consultant and shall not be an employee of Pioneer. Pioneer shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement. Pioneer shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement.
7. Licenses, Permits, Etc. Consultant represents and warrants to Pioneer that it has all licenses, permits, qualifications, and approvals of whatsoever nature, which are legally required for Consultant to practice its profession. Consultant represents and warrants to Pioneer that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, and approvals which are legally required for Consultant to practice its profession at the time the services are performed.
8. Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary for the satisfactory performance of Consultant's obligations pursuant to this Agreement. Neither party shall be considered in default of this Agreement to the extent performance is prevented or delayed by any cause, present or future, which is beyond the reasonable control of the party.
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9. Hold Harmless and Indemnification Agreement. At all times during the performance of this agreement, Consultant agrees to protect, defend, and indemnify Pioneer in accordance with the provisions contained in Exhibit D.
10. Insurance. Consultant shall file with Pioneer concurrently herewith a Certificate of Insurance, in companies acceptable to Pioneer, with a Best's Rating of no less than A-:VII, for the coverage shown in Exhibit D. All costs of complying with these insurance requirements shall be included in Consultant’s fee(s). These costs shall not be considered a “reimbursable” expense under any circumstances.
11. Consultant Not Agent. Except as Pioneer may specify in writing Consultant shall have no authority, express or implied, to act on behalf of Pioneer in any capacity whatsoever as an agent.
Consultant shall have no authority, express or implied pursuant to this Agreement to Bind Pioneer to any obligation whatsoever.
12. Assignment Prohibited. Consultant may assign its rights and obligations under this Agreement only upon the prior written approval of Pioneer, said approval to be in the sole discretion of Pioneer.
13. Personnel.
A. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that Pioneer, in its sole discretion, at any time during the term of this Agreement, desires the removal of any person or persons assigned by Consultant to perform services pursuant to this Agreement, including those members of the Project Team as explained below, Consultant shall remove any such person immediately upon receiving notice from Pioneer of the desire of Pioneer for removal of such person or persons.
B. Notwithstanding the foregoing, if specific persons are designated as the “Project Team” in Exhibit A, Consultant agrees to perform the work under this agreement with those individuals identified. Reassignment or substitution of individuals or subcontractors named in the Project Team by Consultant without the prior written consent of Pioneer shall be grounds for cancellation of the agreement by Pioneer, and payment shall be made pursuant to Section 15 (Termination) of this Agreement only for that work performed by Project Team members.
14. Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. All products of whatsoever nature which Consultant delivers to Pioneer pursuant to this Agreement shall be prepared in a substantial first class and workmanlike manner and conform to the standards or quality normally observed by a person practicing in Consultant's profession.
15. Termination.
A. Pioneer shall have the right to terminate this Agreement at any time by giving notice in writing of such termination to Consultant. In the event Pioneer shall give notice of termination, Consultant shall immediately cease rendering service upon receipt of such written notice, pursuant to this Agreement. In the event Pioneer shall terminate this Agreement:
1) Consultant shall deliver copies of all writings prepared by it pursuant to this Agreement. The term "writings" shall be construed to mean and include: handwriting, typewriting, printing, Photostatting, photographing, and every other means of recording - 3 -
upon any tangible thing any form of communication or representation, including letters, words, pictures, sounds, or symbols, or combinations thereof. 2) Pioneer shall have full ownership and control of all such writings delivered by Consultant pursuant to this Agreement.
3) Pioneer shall pay Consultant the reasonable value of services rendered by Consultant to the date of termination pursuant to this Agreement not to exceed the amount documented by Consultant and approved by Pioneer as work accomplished to date; provided, however, that in no event shall any payment hereunder exceed the amount of the agreement specified in Exhibit B, and further provided, however, Pioneer shall not in any manner be liable for lost profits which might have been made by Consultant had Consultant completed the services required by this Agreement. In this regard, Consultant shall furnish to Pioneer such financial information as in the judgment of Pioneer is necessary to determine the reasonable value of the services rendered by Consultant. The foregoing is cumulative and does not affect any right or remedy, which Pioneer may have in law or equity.
B. Consultant may terminate its services under this Agreement upon thirty- (30) working days’ advance written notice to Pioneer.
16. Contract Term. This agreement shall remain in place until the Scope of Services described in Exhibit A is completed, or until contract is terminated pursuant to Section 15 of this contract.
17. Non-Discrimination. Consultant shall not discriminate in its employment practices because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, or sexual orientation in contravention of the California Fair Employment and Housing Act, Government Code section 12900 et seq.
18. Records. Consultant shall maintain, at all times, complete detailed records with regard to work performed under this agreement in a form acceptable to Pioneer, and Pioneer shall have the right to inspect such records at any reasonable time. Notwithstanding any other terms of this agreement, no payments shall be made to Consultant until Pioneer is satisfied that work of such value has been rendered pursuant to this agreement. However, Pioneer shall not unreasonably withhold payment and, if a dispute exists, the withheld payment shall be proportional only to the item in dispute.
19. Ownership of Information. All professional and technical information developed under this Agreement and all work sheets, reports, and related data shall become the property of Pioneer, and Consultant agrees to deliver reproducible copies of such documents to Pioneer on completion of the services hereunder. Pioneer agrees to indemnify and hold Consultant harmless from any claim arising out of reuse of the information for other than this project.
20. Waiver. One or more waivers by one party of any major or minor breach or default of any provision, term, condition, or covenant of this Agreement shall not operate as a waiver of any subsequent breach or default by the other party.
21. Conflict of Interest. Consultant certifies that no official or employee of Pioneer, nor any business entity in which an official of Pioneer has an interest, has been employed or retained to solicit or aid in the procuring of this agreement. In addition, Consultant agrees that no such person will be employed in the performance of this agreement without immediately notifying Pioneer.
22. Entirety of Agreement. This Agreement contains the entire agreement of Pioneer and Consultant with respect to the subject matter hereof, and no other agreement, statement, or promise made by - 4 -
any party, or to any employee, officer or agent of any party, which is not contained in this Agreement, shall be binding or valid.
23. Alteration. No waiver, alteration, modification, or termination of this Agreement shall be valid unless made in writing and signed by all parties, except as expressly provided in Section 15, Termination.
24. Governing Law. This Agreement is executed and intended to be performed in the State of California, and the laws of that State shall govern its interpretation and effect. Any legal proceedings on this agreement shall be brought under the jurisdiction of the Superior Court of County of Placer, State of California, and Consultant hereby expressly waives those provisions in California Code of Civil Procedure §394 that may have allowed it to transfer venue to another jurisdiction.
25. Notification. Any notice or demand desired or required to be given hereunder shall be in writing and deemed given when personally delivered or deposited in the mail, postage prepaid, and addressed to the parties as follows:
PIONEER COMMUNITY ENERGY: CONSULTANT:
Pioneer Community Energy Chapman and Cutler LLP
Attn: Eric Acedo Attn: Douglas Bird
2510 Warren Drive Suite B 1270 Avenue of the Americas, 30th Floor Rocklin, CA 95677 New York, NY 10020
[email protected] [email protected] Phone: 916-758-8943 Phone: 212-655-2519
Any notice so delivered personally shall be deemed to be received on the date of delivery, and any notice mailed shall be deemed to be received five (5) days after the date on which it was mailed. - 5 -
Executed as of the day first above stated:
PIONEER COMMUNITY ENERGY
By: _____________________________
Printed Name/Title: Don Eckert, Executive Director
Approved as to Form – General Counsel:
By: _____________________________
Printed Name/Title: Casey Strong, General Counsel
CHAPMAN AND CUTLER LLP
By: _____________________________
Name: Douglas A. Bird
Title: Partner
*If Consultant is a corporation, this agreement must be signed by a corporate officer, either the President or Vice President, unless an authenticated corporate resolution is attached delegating authority to a single officer or other officers to bind the corporation.
Exhibits
A. Scope of Services
B. Payment for Services Rendered
C. Facilities, Equipment and Other Obligations of Pioneer D. Hold Harmless Agreement and Insurance Requirements
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EXHIBIT A
SCOPE OF SERVICES
Assumptions
Consultant will perform legal services on behalf of Pioneer related to a proposed clean energy prepayment transaction (the “Prepayment Transaction”). The scope of work assumes that (i) the issuer of the bonds used to finance the Prepayment Transaction will be California Community Choice Financing Authority (“CCCFA”), (ii) the principal documents for the prepaid energy transaction and any related swaps will be drafted by counsel for the prepaid energy supplier, including proposed forms of assignment agreements for the underlying power purchase agreements (“PPAs”) to be assigned to the prepaid supplier, and (iii) the Trust Indenture for the bonds will be drafted by bond counsel to CCCFA.
Scope of Services
1. Consultant will review and comment on all documents on behalf of Pioneer in connection with the proposed clean energy prepayment transaction (the “Prepayment Transaction”). Consultant will coordinate with Pioneer, its other counsel and counsel to the prepaid energy supplier regarding the assignment of PPA’s in connection with the Prepayment Transaction. Consultant will prepare such resolutions and other materials as may be required for the necessary approvals by Pioneer’s Board, and will serve as Disclosure Counsel to Pioneer, working together with Pioneer to prepare the descriptive, operating and financial information regrading Pioneer to be included in the Preliminary Official Statement and Official Statement for the bonds and providing advice regarding Pioneer’s continuing disclosure obligations relating to such information.
2. If requested by Pioneer and/or the underwriter of the bonds, Consultant will also prepare the “forepart” of the Preliminary Official Statement and the Official Statement coordinate the printing and distribution of the Preliminary Official Statement and Official Statement to investors.
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EXHIBIT B
PAYMENT FOR SERVICES RENDERED
Maximum Limit & Fee Schedule
For the Scope of Services described in clause 1 of Exhibit A, Consultant will charge a fixed fee of $225,000, contingent upon a successful bond closing and payable from bond proceeds at closing, which will encompass all work related to the transaction in such clause 1 (including reviewing and commenting on the “forepart” of the Preliminary Official Statement and Official Statement if not prepared by Consultant as described below).
If requested, Consultant will undertake the services described in clause 2 of Exhibit A, preparing the “forepart” of the Preliminary Official Statement and the Official Statement and coordinating the printing and distribution to investors, for an additional fixed fee of $75,000, for a total fixed fee contingent upon and payable at closing of $300,000.
Expenses
Consultant will not charge separately for expenses relating to legal research, faxing, copying and routine document processing. Consultant will however pass-through any extraordinary expenses (e.g., travel expenses) approved by Pioneer and any fees and charges of third parties relating to necessary filings and the like.
Invoices
Consultant will prepare an invoice for the applicable fixed fee and submit such invoice to Pioneer at closing of the bond issue at the address below, payable solely from bond proceeds.
Submit all invoices to: Pioneer Community Energy
Attn: Eric Acedo
[email protected]
2510 Warren Drive, Suite B
Rocklin, CA 95677
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EXHIBIT C
FACILITIES, EQUIPMENT, AND OTHER
MATERIALS, AND OBLIGATIONS OF PIONEER
(Specify all equipment and facilities to be provided or made available by Pioneer, and any other Pioneer obligations.)
NOT APPLICABLE
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EXHIBIT D
HOLD HARMLESS AGREEMENT
AND INSURANCE REQUIREMENTS
1. HOLD HARMLESS AND INDEMNIFICATION AGREEMENT
CONSULTANT shall indemnify and hold harmless Pioneer from any and all costs, demands, expenses, losses, claims, damages, liabilities, settlements and judgments, including in-house and contracted attorneys’ fees and expenses, arising out of any actual or alleged death or injury to any human person, or damage to any tangible real or personal property (e.g., buildings, equipment, furniture and fixtures) as a result of CONSULTANT’S negligence; provided, however, that the foregoing shall not be construed to apply to any claims arising out of the professional negligence or malpractice of CONSULTANT as legal counsel providing the services described in this Agreement.
2. INSURANCE
CONSULTANT shall file with PIONEER concurrently herewith a Certificate of Insurance, in companies acceptable to PIONEER, with a Best's Rating of no less than A-:VII showing:
A. Professional Liability Insurance. Professional liability insurance with a liability limit of at least $2,000,000 per claim.
B. Worker's Compensation And Employers Liability Insurance:
Worker's Compensation Insurance shall be provided as required by any applicable law or regulation.
Employer's liability insurance shall be provided in amounts not less than one million dollars ($1,000,000) each accident for bodily injury by accident, one million dollars ($1,000,000) policy limit for bodily injury by disease, and one million dollars ($1,000,000) each employee for bodily injury by disease.
If there is an exposure of injury to CONSULTANT'S employees under the U.S. Longshoremen's and Harbor Worker's Compensation Act, the Jones Act, or under laws, regulations, or statutes applicable to maritime employees, coverage shall be included for such injuries or claims.
Each Worker's Compensation policy shall be endorsed with the following specific language:
Cancellation Notice - “This policy shall not be changed without first giving thirty (30) days prior written notice and ten (10) days prior written notice of cancellation for non-payment of premium to Pioneer Community Energy”.
Waiver of Subrogation - The workers’ compensation policy shall be endorsed to state that the workers’ compensation carrier waives its right of subrogation against Pioneer, its officers, directors, officials, employees, agents or volunteers, which might arise by reason of payment under such policy in connection with performance under this agreement by the CONSULTANT.
CONSULTANT shall require all SUBCONTRACTORS to maintain adequate Workers' Compensation insurance. Certificates of Workers' Compensation shall be filed forthwith with Pioneer upon demand.
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C. General Liability Insurance:
1. Comprehensive General Liability or Commercial General Liability insurance covering all operations by or on behalf of CONSULTANT, providing insurance for bodily injury liability and property damage liability for the limits of liability indicated below and including coverage for:
(a) Contractual liability insuring the obligations assumed by CONSULTANT in this Agreement.
2. One of the following forms is required:
(a) Comprehensive General Liability;
(b) Commercial General Liability (Occurrence); or
(c) Commercial General Liability (Claims Made).
3. If CONSULTANT carries a Comprehensive General Liability policy, the limits of liability shall not be less than a Combined Single Limit for bodily injury, property damage, and Personal Injury Liability of:
→One million dollars ($1,000,000) each occurrence
→Two million dollars ($2,000,000) aggregate
4. If CONSULTANT carries a Commercial General Liability (Occurrence) policy:
(a) The limits of liability shall not be less than:
→One million dollars ($1,000,000) each occurrence (combined single limit for bodily injury and property damage)
→One million dollars ($1,000,000) for Products-Completed Operations →Two million dollars ($2,000,000) General Aggregate
(b) If the policy does not have an endorsement providing that the General Aggregate Limit applies separately, or if defense costs are included in the aggregate limits, then the required aggregate limits shall be two million dollars ($2,000,000).
5. Special Claims Made Policy Form Provisions:
CONSULTANT shall not provide a Commercial General Liability (Claims Made) policy without the express prior written consent of PIONEER, which consent, if given, shall be subject to the following conditions:
(a) The limits of liability shall not be less than:
→One million dollars ($1,000,000) each occurrence (combined single limit for bodily injury and property damage)
→One million dollars ($1,000,000) aggregate for Products Completed Operations →Two million dollars ($2,000,000) General Aggregate
(b) The insurance coverage provided by CONSULTANT shall contain language providing coverage up to one (1) year following the completion of the contract in
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order to provide insurance coverage for the hold harmless provisions herein if the policy is a claims-made policy.
Conformity of Coverages - If more than one policy is used to meet the required coverages, such as a separate umbrella policy, such policies shall be consistent with all other applicable policies used to meet these minimum requirements. For example, all policies shall be Occurrence Liability policies or all shall be Claims Made Liability policies, if approved by Pioneer as noted above. In no cases shall the types of polices be different.
Endorsements - Each Comprehensive or Commercial General Liability policy shall be endorsed with the following specific language:
1. “Pioneer Community Energy, its officers, agents, employees, and volunteers are to be covered as insured for all liability arising out of the operations by or on behalf of the named insured in the performance of this Agreement.”
2. “The insurance provided by the Consultant, including any excess liability or umbrella form coverage, is primary coverage to Pioneer Community Energy with respect to any insurance or self-insurance programs maintained by Pioneer Community Energy and no insurance held or owned by Pioneer Community Energy shall be called upon to contribute to a loss.”
3. “This policy shall not be changed without first giving thirty (30) days prior written notice and ten (10) days prior written notice of cancellation for non-payment of premium to Pioneer Community Energy.”
D. AUTOMOBILE LIABILITY INSURANCE:
Automobile Liability insurance covering bodily injury and property damage in an amount no less than one million dollars ($1,000,000) combined single limit for each occurrence.
Covered vehicles shall include owned, non-owned, and hired automobiles/trucks.
E. ADDITIONAL REQUIREMENTS:
Premium Payments - The insurance companies shall have no recourse against PIONEER and funding agencies, its officers and employees or any of them for payment of any premiums or assessments under any policy issued by a mutual insurance company.
Policy Deductibles - The CONSULTANT shall be responsible for all deductibles in all of the CONSULTANT’s insurance policies. The maximum amount of allowable deductible for insurance coverage required herein shall be $25,000.
CONSULTANT’s Obligations - CONSULTANT’s indemnity and other obligations shall not be limited by the foregoing insurance requirements and shall survive the expiration of this agreement.
Verification of Coverage - CONSULTANT shall furnish Pioneer with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by Pioneer before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the CONSULTANT’s obligation to provide them. Pioneer reserves the right to
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require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
Material Breach - Failure of the CONSULTANT to maintain the insurance required by this Agreement, or to comply with any of the requirements of this section, shall constitute a material breach of the entire Agreement.
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PIONEER COMMUNITY ENERGY
CONSULTANT SERVICES AGREEMENT
THIS AGREEMENT is made at Rocklin, California, as of June 16, 2022, by and between Pioneer Community Energy, ("Pioneer"), and PFM FINANCIAL ADVISORS LLC, a Delaware Limited Liability Company whose address is 555 W. 5th Street, Suite 3500, Los Angeles, CA 90013 (“Consultant”), together with its affiliate, PFM Swap Advisors LLC whose address is 1735 Market Street, 42nd Floor, Philadelphia PA 19103 (“PFM Affiliate” or “PFMSA”) (hereinafter “CONTRACTOR”).
PFMFA and PFM Affiliate shall both be bound to the terms and conditions of this Agreement; provided, however, that each will provide its services pursuant to a separate scope of work (“Scope of Work”), included in Exhibit “A” to this Agreement. Collectively, PFMFA and PFM Affiliate shall be referred to throughout this Agreement as “CONTRACTOR”.
Pioneer and CONTRACTOR may be individually referred to herein as “Party” or collectively as “Parties.” In consideration of the mutual covenants and conditions set forth in this Agreement, the Parties agree as follows:
1. Services. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide the services described in Exhibit A. Consultant shall provide said services at the time, place, and in the manner specified in Exhibit A.
2. Payment. Pioneer shall pay Consultant for services rendered pursuant to this Agreement at the time and in the amount set forth in Exhibit B. The payment specified in Exhibit B shall be the only payment made to Consultant for services rendered pursuant to this Agreement.
Consultant shall submit all billings for said services to Pioneer in the manner specified therein, or, if no manner be specified, then according to the usual and customary procedures which Consultant uses for billing clients similar to Pioneer. The amount of the contract shall not exceed Two Hundred Fifty Thousand Dollars ($250,000.00).
3. Facilities, Equipment and Other Materials, and Obligations of Pioneer. Unless otherwise specified in Exhibit C, Consultant shall, at its sole cost and expense, furnish all facilities, equipment, and other materials which may be required for furnishing services pursuant to this Agreement.
4. Exhibits. All exhibits referred to herein will be attached hereto and by this reference incorporated herein.
5. Time for Performance. Time is of the essence. Failure of Consultant to perform any services within the time limits set forth in Exhibit A shall constitute material breach of this contract.
6. Independent Consultant. At all times during the term of this Agreement, Consultant shall be an independent Consultant and shall not be an employee of Pioneer. Pioneer shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement. Pioneer shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement.
7. Licenses, Permits, Etc. Consultant represents and warrants to Pioneer that it has all licenses, permits, qualifications, and approvals of whatsoever nature, which are legally required for - 2 -
Consultant to practice its profession. Consultant represents and warrants to Pioneer that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, and approvals which are legally required for Consultant to practice its profession at the time the services are performed.
8. Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary for the satisfactory performance of Consultant's obligations pursuant to this Agreement. Neither party shall be considered in default of this Agreement to the extent performance is prevented or delayed by any cause, present or future, which is beyond the reasonable control of the party.
9. Hold Harmless and Indemnification Agreement. At all times during the performance of this agreement, Consultant agrees to protect, defend, and indemnify Pioneer in accordance with the provisions contained in Exhibit D.
10. Insurance. Consultantshall file with Pioneer concurrently herewith a Certificate of Insurance, in companies acceptable to Pioneer, with a Best's Rating of no less than A-:VII, for the coverage shown in Exhibit D. All costs of complying with these insurance requirements shall be included in Consultant’s fee(s). These costs shall not be considered a “reimbursable” expense under any circumstances.
11. Consultant Not Agent. Except as Pioneer may specify in writing Consultant shall have no authority, express or implied, to act on behalf of Pioneer in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied pursuant to this Agreement to Bind Pioneer to any obligation whatsoever.
12. Assignment Prohibited. Consultant may assign its rights and obligations under this Agreement only upon the prior written approval of Pioneer, said approval to be in the sole discretion of Pioneer.
13. Personnel.
A. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that Pioneer, in its sole discretion, at any time during the term of this Agreement, desires the removal of any person or persons assigned by Consultant to perform services pursuant to this Agreement, including those members of the Project Team as explained below, Consultant shall remove any such person immediately upon receiving notice from Pioneer of the desire of Pioneer for removal of such person or persons.
B. Notwithstanding the foregoing, if specific persons are designated as the “Project Team” in Exhibit A, Consultant agrees to perform the work under this agreement with those individuals identified. Reassignment or substitution of individuals or subcontractors named in the Project Team by Consultant without the prior written consent of Pioneer shall be grounds for cancellation of the agreement by Pioneer, and payment shall be made pursuant to Section 15 (Termination) of this Agreement only for that work performed by Project Team members.
14. Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent - 3 -
practitioner of the profession in which Consultantis engaged in the geographical area in which Consultant practices its profession. All products of whatsoever nature which Consultant delivers to Pioneer pursuant to this Agreement shall be prepared in a substantial first class and workmanlike manner and conform to the standards or quality normally observed by a person practicing in Consultant's profession.
15. Termination.
A. Pioneer shall have the right to terminate this Agreement at any time by giving notice in writing of such termination to Consultant. In the event Pioneer shall give notice of termination, Consultant shall immediately cease rendering service upon receipt of such written notice, pursuant to this Agreement. In the event Pioneer shall terminate this Agreement:
1) Consultant shall deliver copies of all writings prepared by it pursuant to this Agreement. The term "writings" shall be construed to mean and include:
handwriting, typewriting, printing, Photostatting, photographing, and every other means of recording upon any tangible thing any form of communication or representation, including letters, words, pictures, sounds, or symbols, or combinations thereof.
2) Pioneer shall have full ownership and control of all such writings delivered by Consultant pursuant to this Agreement.
3) Pioneer shall pay Consultant the reasonable value of services rendered by Consultant to the date of termination pursuant to this Agreement not to exceed the amount documented by Consultant and approved by Pioneer as work accomplished to date; provided, however, that in no event shall any payment hereunder exceed the amount of the agreement specified in Exhibit B, and further provided, however, Pioneer shall not in any manner be liable for lost profits which might have been made by Consultant had Consultant completed the services required by this Agreement. In this regard, Consultant shall furnish to Pioneer such financial information as in the judgment of Pioneer is necessary to determine the reasonable value of the services rendered by Consultant. The foregoing is cumulative and does not affect any right or remedy, which Pioneer may have in law or equity.
B. Consultant may terminate its services under this Agreement upon twenty- (20) days’ advance written notice to Pioneer.
16. Contract Term. This agreement shall remain in place until the Scope of Services described in Exhibit A is completed, or until contract is terminated pursuant to Section 15 of this contract.
17. Non-Discrimination. Consultant shall not discriminate in its employment practices because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, or sexual orientation in contravention of the California Fair Employment and Housing Act, Government Code section 12900 et seq. - 4 -
18. Records. Consultant shall maintain, at all times, complete detailed records with regard to work performed under this agreement in a form acceptable to Pioneer, and Pioneer shall have the right to inspect such records at any reasonable time. Notwithstanding any other terms of this agreement, no payments shall be made to Consultant until Pioneer is satisfied that work of such value has been rendered pursuant to this agreement. However, Pioneer shall not unreasonably withhold payment and, if a dispute exists, the withheld payment shall be proportional only to the item in dispute.
19. Ownership of Information. All professional and technical information developed under this Agreement and all work sheets, reports, and related data shall become the property of Pioneer, and Consultant agrees to deliver reproducible copies of such documents to Pioneer on completion of the services hereunder. Pioneer agrees to indemnify and hold Consultant harmless from any claim arising out of reuse of the information for other than this project.
20. Waiver. One or more waivers by one party of any major or minor breach or default of any provision, term, condition, or covenant of this Agreement shall not operate as a waiver of any subsequent breach or default by the other party.
21. Conflict of Interest. Consultant certifies that no official or employee of Pioneer, nor any business entity in which an official of Pioneer has an interest, has been employed or retained to solicit or aid in the procuring of this agreement. In addition, Consultant agrees that no such person will be employed in the performance of this agreement without immediately notifying Pioneer.
22. Entirety of Agreement. This Agreement contains the entire agreement of Pioneer and Consultant with respect to the subject matter hereof, and no other agreement, statement, or promise made by any party, or to any employee, officer or agent of any party, which is not contained in this Agreement, shall be binding or valid.
23. Alteration. No waiver, alteration, modification, or termination of this Agreement shall be valid unless made in writing and signed by all parties, except as expressly provided in Section 15, Termination.
24. Governing Law. This Agreement is executed and intended to be performed in the State of California, and the laws of that State shall govern its interpretation and effect. Any legal proceedings on this agreement shall be brought under the jurisdiction of the Superior Court of County of Placer, State of California, and Consultant hereby expressly waives those provisions in California Code of Civil Procedure §394 that may have allowed it to transfer venue to another jurisdiction.
25. Notification. Any notice or demand desired or required to be given hereunder shall be in writing and deemed given when personally delivered or deposited in the mail, postage prepaid, and addressed to the parties as follows:
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PIONEER COMMUNITY ENERGY: CONSULTANT:
Pioneer Community Energy PFM Financial Advisors LLC
Attn: Eric Acedo Attn: Michael Berwanger
2510 Warren Drive Suite B 555 W. 5th Street, Suite 3500 Rocklin, CA 95677 Los Angeles, CA 90013
[email protected] [email protected] Phone: 916-758-8943 Phone: (213) 489-4075
With a copy to:
PFM Group Consulting LLC
1735 Market Street, 42nd Floor
Philadelphia, PA 19103
Attn: Managing Director
Any notice so delivered personally shall be deemed to be received on the date of delivery, and any notice mailed shall be deemed to be received five (5) days after the date on which it was mailed.
26. Information to be Furnished to CONSULTANT. All information, data, reports, and records in the possession of Pioneer or any third party necessary for carrying out any services to be performed under this Agreement (“Data”) shall be furnished to Consultant. Consultant may rely on the Data in connection with its provision of the services under this Agreement and the provider thereof shall remain solely responsible for the adequacy, accuracy and completeness of such Data.
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Executed as of the day first above stated:
PIONEER COMMUNITY ENERGY
By:
_____________________________
Name: Don Eckert
Title: Executive Director
Approved as to Form – General Counsel:
By:
_____________________________
Name: Inder Khalsa
Title: General Counsel
PFM FINANCIAL ADVISORS LLC
By:
_____________________________
Name: Michael Berwanger
Title: Managing Director
PFM SWAP ADVISORS LLC
By:
_____________________________
Name: George Hu
Title: Senior Managing Consultant
Exhibits
A. Scope of Services
B. Payment for Services Rendered
C. Facilities, Equipment and Other Obligations of Pioneer D. Hold Harmless Agreement and Insurance Requirements