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Minutes

Pioneer Community Energy Board of Directors
June 16, 2022

Document
Minutes
Meeting
June 16, 2022
Body
Pioneer Community Energy Board of Directors
Pages
4
Original file
883 KB
Text extracted from the CCA's file for reading and search. Open the original on pioneercommunityenergy.granicus.com. That file is the official record.

Entry No. 1

PIONEER COMMUNITY ENERGY

GOVERNING BOARD
June 16, 2022
Minutes
Heard General Administration Functions, Part I.

Call to Order
Pioneer Community Energy Governing Board met in open session at 3:09 PM on June 16, 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/i/89967227073.

Roll Call
p A Title Name
X Chair Alice Dowdin Calvillo
X Vice Chair Jeff Duncan
X Director Wes Heathcock
X Director John Hidahl
X Director Jim Holmes
X Director Greg Janda
X Director Suzanne Jones
X Director Dan Karleskint
X Director Dennis Thomas
Chair Dowdin Calvillo presided over the meeting.

Public Report of Closed Session
Agency
City of Auburn
Town of Loomis
City of Colfax
County of El Dorado
County of Placer
City of Rocklin
County of Placer
City of Lincoln
City of Placerville
General Counsel Khalsa reported that immediately prior to this meeting, the Board met in Closed Session. No members of the public were present.

In the matter of Government Code Section 54957.6, a Conference with Labor Negotiators was convened regarding unrepresented employees. The Board provided direction to staff.

Agenda Review
Reviewed and revised the meeting agenda for June 16, 2022 as follows:

Executive Director Eckert informed the Board of an amendment to the recommendation for Consent Item ld as, 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, for a total contract not-to-exceed $308,000, an increase of $148,000.

Board Chair Dowd in Calvillo requested to amend the Recommendation for Item 2 as, Approve Resolution Adopting Fiscal Year 2022-23 Budget, and to pull the job descriptions for future consideration .

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.

Governing Board Minutes
June 16, 2022

Page 2 ends

1) Determined pursuant to Government Code Section 54953(e)(l) 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 Draft Financial Reports for April 2022.

Authorized 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.

Approved the Consent Agendn less Item ld, Approve nnd nuthorize 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, which was pulled for separate consideration.

MOTION: Janda/Karleskint. Vote: 7:0:2.

ROLL CALL: Dowdin Calvillo, Duncan, Hidahl, Janda, Jones, Karleskint, Thomas.

No/Abstain: None.

Absent: Heathcock, Holmes.

Entry No. 3
Approved Consent Item ld as amended to 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, for a total contract not-to-exceed $308,000, an increase of $148,000.

MOTION: Janda/Thomas. Vote: 7:0:2.

ROLL CALL: Dowdin Calvillo, Duncan, Hidahl, Janda, Jones, Karleskint, Thomas.

No/Abstain: None.

Absent: Heathcock, Holmes.

Entry No. 4
Received a presentation on the Recommended Fiscal Year 2022-23 Budget, adopted Resolution 2022- 12 adopting Fiscal Year 2022-23 Budget as amended, and pulled the job descriptions for future consideration.

MOTION: Karleskint/Janda. Vote: 7:0:2.

ROLL CALL: Dowdin Calvillo, Duncan, Hidahl, Janda, Jones, Karleskint, Thomas.

No/Abstain: None.

Absent: Heathcock, Holmes.

Entry No. 5
Adopted Resolution 2022-13 Adjusting the Salary Schedule, Adjusting the Health/Dental/Vision Employer Contribution, Approving Christmas-New Year's Holiday, and Authorizing Employer Provided Employee Assistance Program as amended to increase the salary schedule by 3% and revise Attachment A to reflect that increase.

MOTION: Janda/Hidahl. Vote: 7:0:2.

ROLL CALL: Dowdin Calvillo, Duncan, Hidahl, Janda, Jones, Karleskint, Thomas.

No/Abstain: None.

Absent: Heathcock, Holmes.

Governing Board Minutes
June 16, 2022

Page 3 ends

Entry No. 6
Adopted Resolution 2022-14 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.

MOTION: Janda/Jones. Vote: 7:0:2.

ROLL CALL: Dowdin Calvillo, Duncan, Hidahl, Janda, Jones, Karleskint, Thomas.

No/Abstain: None.

Absent: Heathcock, Holmes.

Entry No. 7
Moved to reconsidered Item 3 to Adopt Resolution 2022-13 Adjusting the Salary Schedule, Adjusting the Health/Dental/Vision Employer Contribution, Approving Christmas-New Year's Holiday, and Authorizing Employer Provided Employee Assistance Program as amended to increase the salary schedule by 3% and revise Attachment A to reflect that increase.

MOTION: Dowdin Calvillo/Janda. Vote: 7:0:2.

ROLL CALL: Dowdin Calvillo, Duncan, Hidahl, Janda, Jones, Karleskint, Thomas.

No/Abstain: None.

Absent: Heathcock, Holmes.

Reconsidered Item 3 and adopted Resolution 2022-13 Adjusting the Salary Schedule by 3%, Adjusting the Health/Dental/Vision Employer Contribution, Approving Christmas-New Year's Holiday, and Authorizing Employer Provided Employee Assistance Program as further amended to (1) Clarify the fourth Whereas statement to specify increase to not only be for performance but also a 3% COLA increase across the board; (2) Delete the fifth Whereas statement; (3) Amend the second Resolve statement to specify that the Salary Schedule and employee salaries will be increased by 3% effective immediately and Attachment A will be revised to reflect the 3% increase.

MOTION: Janda/Jones. Vote: 7:0:2.

ROLL CALL: Dowdin Calvillo, Duncan, Hidahl, Janda, Jones, Karleskint, Thomas.

No/Abstain: None.

Absent: Heathcock, Holmes.

Entry No. 8
Provided direction to staff regarding interest to conduct Pioneer Community Energy Board meetings at member agency locations, recommending locations and times as follows: City of Auburn, September 15, 2022; County of El Dorado, October 20, 2022; and County of Placer, November 17, 2022.

Entry No. 9
Heard General Administration Functions, Part II.

A. Board Member Communications
Director Janda reported that the Audit & Finance Committee met on the May 11, 2022, approved the meeting minutes from March 3, 2022; received presentation of the FY 2022-23 proposed Budget and provided feedback to be incorporated with the Recommended Budget for Board approval on June 16, 2022; received presentation of the Long-Term Power Prepay Update; and were informed of the next steps including 1) the Financial Advisor presentation of the Power Prepay Introduction and notifying Board of Prepaid Supplier RFP award at the May Board meeting; and 2) presentation of the Legal Counsel contracts for approval at the June Board meeting; and agreed that to provide liquidity and broaden the pool of energy suppliers, the Audit and Finance Committee recommends that the Board approve 1) Obtaining a Line of Credit and Letter(s) of Credit from Umpqua Bank; and 2) Authorizing the Executive Director to execute all documents deemed necessary to consummate the necessary agreements.

Governing Board Minutes
June 16, 2022

Page 4 ends

Director Hidahl reported on (1) El Dorado County efforts to move along project implementation of a 1 mega watt biomass facility at a school site which expects to be utilizing 100% of the product; requested staff for a meeting to discuss implementation plan for project; requested information exchange with Pioneer and El Dorado and Placer counties regarding biomass activities - progress, plans, and successes shared to bring overall greater success; and (2) provided an update on efforts to meet with the El Dorado CSD regarding participation rates; the meeting has been postponed to the fall; continuing efforts in communication, expanding a more vocalized participation program, and seeking public relations consultant for El Dorado County.

B. Executive Director Communications
Executive Director Eckert reported that (1) Pioneer staff will be participating with a booth at the El Dorado County Fair from June 16th through June 19th ; (2) Pioneer issued a press release regarding the Net Energy Metering (NEM) cash outs paid by Pioneer; and (3) in the Supplier Diversity Report (GO156) filed with the CPUC, Pioneer ranked second amongst all CCAs for the most diverse spending in non-power procurement in 2021, and 50% of Pioneer's suppliers (both power and non-power) were regionally sourced.

General Counsel Khalsa reported on pending legislation activities related to the Brown Act, informed the Board that if the Governor ends the State of Emergency and these Bills are passed, then a quorum of Members must attend public meetings in person, and notified the Board that she would continue to report any further outcomes.

C. Informational Items
Received the Glossary of Terms.

D. Adjournment
The meeting adjourned at 4: 16 PM
ATTEST:

Minutes approved as presented by a majority vote of
the
~
Governing Board on July 21, 2022.

Teresa Willock, Board Secretary

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