Agenda — Pioneer Community Energy Board of Directors, July 21, 2022 (part 1 of 2)

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
July 21, 2022
Pioneer Community Energy Offices
2510 Warren Drive, Suite B, Rocklin, CA 95677
2:30 PM Closed Session
3:00 PM Regular Session
2:30 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

1. July 13, 2022 Special meeting

2. July 21, 2022 Regular meeting
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 June 16, 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 May 2022. (ACTION - KOEHN) d) MARKETING & COMMUNICATIONS
Adopt Resolution authorizing the Executive Director to execute a fourth amendment increasing the contract with JSR Strategies LLC, by $471,142.00 to a not-to-exceed dollar amount of $955,052.00 and extend the termination date to June 30, 2022, for Marketing and Communication Services. (ACTION - RIFFEY) e) FINANCE & ADMINISTRATION
Adopt Resolution adjusting the Salary Schedule. (ACTION - KOEHN) f) FINANCE & ADMINISTRATION
Adopt Resolution to approve 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. (ACTION - KOEHN)
III. REGULAR AGENDA
2) ADMINISTRATION & FINANCE
Adopt Resolution Providing Pioneer Community Energy Associate Membership to the California Community Choice Financing Authority Joint Powers Agreement (ACTION - KOEHN)
RECOMMENDATION: Adopt Resolution authorizing the execution of a Joint Powers Agreement providing Pioneer Community Energy associate membership to the California Community Choice Financing Authority to issue municipal bonds for energy prepay transactions. There is a one-time $50,000 membership fee to join CCCFA.
3) POWER PROCUREMENT
Biomass Update (DISCUSSION - KANG)
RECOMMENDATION: Receive an update on Pioneer Community Energy’s biomass activity. 4) MARKETING & COMMUNICATIONS
Non-Residential Customer Engagement Plan (DISCUSSION - RIFFEY) RECOMMENDATION: Receive an overview of the Non-Residential Customer Engagement Plan, including recent successes and pending activities.

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 July 21, 2022 regular meeting of the Pioneer Community Energy Governing Board was posted and available for public review on July 15, 2022 at the offices of Pioneer Community Energy, 2510 Warren Drive, Suite B, Rocklin, CA 95677; and was available on the Pioneer website at: https://pioneercommunityenergy.org/about-us/meetings-and-agendas/ 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:
https://pioneercommunityenergy.org/about-us/meetings-and-agendas/ 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:

September 15, 2022 at 3:00 pm
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.

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.

1. Dial 1 (669) 900-6833

2. When asked for the meeting ID, enter 899 6722 7073#

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

1. July 13, 2022 Special meeting

REGULAR SESSION

IV. GENERAL ADMINISTRATIVE FUNCTION – PART II
A. BOARD MEMBER COMMUNICATIONS
B. EXECUTIVE DIRECTOR COMMUNICATIONS
C. ITEMS FOR INFORMATION

Next Regular Meeting Scheduled for:

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.

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.

1. Dial 1 (669) 900-6833

2. When asked for the meeting ID, enter 899 6722 7073#

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

1. July 13, 2022 Special meeting

REGULAR SESSION

IV. GENERAL ADMINISTRATIVE FUNCTION – PART II
A. BOARD MEMBER COMMUNICATIONS
B. EXECUTIVE DIRECTOR COMMUNICATIONS
C. ITEMS FOR INFORMATION

Next Regular Meeting Scheduled for:

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.

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.

1. Dial 1 (669) 900-6833

2. When asked for the meeting ID, enter 899 6722 7073#

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

1. July 13, 2022 Special meeting

REGULAR SESSION

IV. GENERAL ADMINISTRATIVE FUNCTION – PART II
A. BOARD MEMBER COMMUNICATIONS
B. EXECUTIVE DIRECTOR COMMUNICATIONS
C. ITEMS FOR INFORMATION

Next Regular Meeting Scheduled for:

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.

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.

1. Dial 1 (669) 900-6833

2. When asked for the meeting ID, enter 899 6722 7073#

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

1. July 13, 2022 Special meeting

REGULAR SESSION

IV. GENERAL ADMINISTRATIVE FUNCTION – PART II
A. BOARD MEMBER COMMUNICATIONS
B. EXECUTIVE DIRECTOR COMMUNICATIONS
C. ITEMS FOR INFORMATION

Next Regular Meeting Scheduled for:

September 15, 2022 at 3:00 pm

PIONEER COMMUNITY ENERGY

GOVERNING BOARD
June 16, 2022
Minutes
Entry No. 1
Heard General Administration Functions, Part I.

Call to Order
Pioneer Community Energy Governing Board met in open session at 3:09 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/j/89967227073.

Roll Call
P A Title Name Agency
x Chair Alice Dowdin Calvillo City of Auburn
x Vice Chair Jeff Duncan 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 Director Dan Karleskint City of Lincoln
x Director Dennis Thomas City of Placerville
Chair Dowdin Calvillo presided over the meeting.

Public Report of Closed Session
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 1d 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 Dowdin 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.

ITEM 1a
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 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 Agenda less Item 1d, 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, 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 1d 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 2 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 3 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
Governing Board Minutes
June 16, 2022

Page 4 ends

Page 1 of 2 ends

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: 7/21/2022

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: 7/21/2022

Page 2 of 2 ends

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

Page 1 of 1 ends

Staff Report – Item 1c
To: The Governing Board
From: Brad Koehn, Director of Finance and Administration Item 1c: Receive Draft Financial Reports for May 2022
Date: 7/21/2022

ACTION REQUESTED
Receive draft Financial Reports for May 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 a future report to the Board. For May 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 eleven months of the fiscal year is $10.4 million.

ATTACHMENTS

1. Financial Reports through May 31, 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 May 31, 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
July 6, 2022
1101 Fifth Avenue, Suite 200 San Rafael, CA 94901 415 459 1249 mahercpa.com MAHER

ACCOUNTANCY
CCA Fund
ASSETS
Current assets
Cash and cash equivalents 26,297,440 $
Accounts receivable, net of allowance 13,604,531
Accrued revenue 7,119,100
Other receivables 341,105
Prepaid expenses 2,078,541
Deposits 5,201,794
Total current assets 54,642,511

LIABILITIES
Current liabilities
Accrued cost of energy 9,619,756
Accounts payable 455,753
Other accrued liabilities 355,166
Interest payable 33,077
Note payable 548,232
Total current liabilities 11,011,984
Noncurrent liabilities
Note payable 9,427,569
Total noncurrent liabilities 9,427,569
Total liabilities 20,439,553

NET POSITION
Unrestricted net position 34,202,958
Total net position 34,202,958 $

PIONEER COMMUNITY ENERGY

STATEMENT OF NET POSITION
As of May 31, 2022

CCA FUND
See accountants' compilation report. 2
CCA Fund

OPERATING REVENUES
Electricity sales, net 99,678,354 $
Other income 179,894
Total operating revenues 99,858,248

OPERATING EXPENSES
Cost of electricity 82,690,769
Contract services 3,886,968
Staff compensation 2,098,808
General and administration 503,001
Total operating expenses 89,179,546
Operating income (loss) 10,678,702

NONOPERATING REVENUES (EXPENSES)
Investment gains (losses) 64,058
Interest and financing expense (365,332)
Nonoperating revenues (expenses), net (301,274)
CHANGE IN NET POSITION 10,377,428
Net position at beginning of period 23,825,530
Net position at end of period 34,202,958 $

PIONEER COMMUNITY ENERGY
Eleven Months Ended May 31, 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 May 31, 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
June 6, 2022
1101 Fifth Avenue, Suite 200 San Rafael, CA 94901 415 459 1249 mahercpa.com MAHER

ACCOUNTANCY
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 107,786,315 $ 100,869,857 $ (6,916,458) $ 94% 125,940,000 $ 25,070,143 $ Less Uncollectible Accounts (1,158,120) (1,191,503) (33,383) 103% (1,414,000) (222,497) Congestion Revenue Rights 3,075,561 3,621,670 546,109 118% 3,250,000 (371,670) Total Operating Revenues 109,703,756 103,300,024 (6,403,732) 127,776,000 24,475,976

ENERGY EXPENSES
Power Supply 92,278,958 86,312,439 (5,966,519) 94% 105,314,000 19,001,561 OPERATING MARGIN 16,987,585 17,424,798 (437,213) 22,462,000 5,474,415

OPERATING EXPENSES
Administration
Compensation 487,347 478,245 (9,102) 98% 531,651 53,406 Contract services 284,625 124,951 (159,674) 44% 310,500 185,549 Operating Expenses 599,646 426,138 (173,508) 71% 654,159 228,021 Total Administration expenses 1,371,618 1,029,333 (342,284) 1,496,310 466,977 Finance
Compensation 624,357 607,551 (16,806) 97% 681,117 73,566 Contract services 326,643 271,882 (54,761) 83% 356,338 84,456 Operating Expenses 197,044 78,438 (118,606) 40% 214,957 136,519 Total Finance expenses 1,148,044 957,871 (190,173) 1,252,412 294,541 Power Procurement
Compensation 425,721 390,928 (34,793) 92% 464,423 73,495 Contract services 1,151,580 1,087,861 (63,719) 94% 1,256,269 168,408 Operating Expenses 11,917 4,133 (7,784) 35% 13,000 8,867 Total Power Procurement expenses 1,589,218 1,482,922 (106,295) 1,733,692 250,770 Account Care
Compensation 227,919 192,108 (35,811) 84% 248,639 56,531 Contract services 1,353,733 1,239,292 (114,442) 92% 1,476,800 237,508 Operating Expenses 601,333 449,802 (151,532) 75% 656,000 206,198 Total Power Account Care expenses 2,182,986 1,881,201 (301,784) 2,381,439 500,238 Marketing & Communications
Compensation 308,977 221,898 (87,079) 72% 337,066 115,168 Contract services 316,195 268,187 (48,008) 85% 344,940 76,753 Operating Expenses 192,170 209,618 17,448 109% 209,640 22 Total Marketing expenses 817,342 699,703 (117,640) 891,646 191,943 Legislative & Regulatory
Compensation 259,543 202,235 (57,308) 78% 283,138 80,903 Contract services 337,553 228,477 (109,076) 68% 368,240 139,763 Operating Expenses 28,004 412 (27,592) 1% 30,550 30,138 Total Legislative expenses 431,124 625,101 (193,977) 681,928 250,804 Programs
Compensation 48,713 5,842 (42,871) 12% 53,141 47,299
Contract services - - - 0% - -
Operating Expenses 2,750 780 (1,970) 28% 3,000 2,220
Total Programs expenses 51,463 6,622 (44,841) 56,141 49,519 Total Operating Expenses 7,785,771 6,488,776 (1,296,994) 8,493,568 2,004,792

NON-OPERATING REVENUES (EXPENSES)
Investment gains (losses) 50,000 61,139 11,139 122% 100,000 38,861 Miscellaneous income 180,000 182,813 2,813 102% 180,000 (2,813) Principal payments (495,000) (479,883) 15,117 97% (540,000) (60,117) Interest and related expenses (375,834) (365,333) 10,501 97% (410,000) (44,667) Nonoperating revenues (expenses), net (640,834) (601,263) 39,571 (670,000) (68,737) Total Expenses (Energy, Operating, Non-Operating) 100,705,563 93,402,478 (7,303,085) 114,477,568 21,075,090 Contribution to/(from) Reserves 8,998,193 $ 9,897,546 $ 899,352 $ 13,298,432 $ 3,400,886 $

BUDGETARY COMPARISON SCHEDULE
Eleven Months Ended May 31, 2022

PIONEER COMMUNITY ENERGY

CCA FUND

Page 1 of 2 ends

Staff Report – Item 1d
To: The Governing Board
From: Mark Riffey, Director, Public Affairs, Marketing and Programs Item 1d: Adopt Resolution authorizing the Executive Director to execute a fourth amendment increasing the contract with JSR Strategies LLC, by $471,142.00 to a not-to-exceed dollar amount of $955,052.00 and extend the termination date to June 30, 2022, for Marketing and Communication Services
Date: 7/21/2022

RECOMMENDATION
Adopt Resolution authorizing the Executive Director to execute a fourth amendment increasing the contract with JSR Strategies, LLC (“JSR”) by $471,142.00 to a not-to-exceed dollar amount of $955,052.00 and extend the termination date to June 30, 2023, for Marketing and Communication Services.

BACKGROUND
JSR has been providing marketing and communications services for Pioneer Community Energy (Pioneer) since September 2020. JSR has performed many functions in support of customer awareness and expansion. As an example of the work performed, JSR has conducted a customer survey and performed the related analyses, provided marketing/communications material and feedback, created a communications plan, created content and postings on social media, redesigned and launched Pioneer’s new website, and provided ad hoc communications feedback related to rates and other Board inquiries. Additionally, JSR led the efforts with the board to create a Strategic Plan.

In January 2022, the Board approved a third amendment to increase the not-to-exceed amount of JSR’s contract to $483,910.00, to continue their support of Pioneer in the communication and marketing efforts.

ANALYSIS & DISCUSSION
The Board strategic planning sessions conducted in May 2021 provided direction to Pioneer Staff in the following areas of follow up related to marketing, communications, and program development:

1. Increase customer participation rate through ongoing communications utilizing various media channels and appearances at local meetings and events
a. Provide greater awareness of who Pioneer is and what value Pioneer provides to the community b. Provide communication strategy and content in El Dorado County and Placerville With the goal of continuing this ongoing support, Pioneer Staff has worked together with JSR on the development of the new scope of work, listing a variety of tasks which include, but not limited to, the following in this amendment:

1. Support all outreach efforts in Placer and El Dorado Counties, including management of a communications plan, all design and content development for paid media elements.

2. Create an expansion marketing and outreach plan for Pioneer Community Energy’s potential 2024 expansion.

3. Create and implement all aspects of Pioneer’s social media efforts.

4. Support public relation efforts through writing press releases, talking points, working with local radio/tv outlets, and engaging regional Public Information Officers. fJONEER

COMMUNITY ENERGY
Agenda Item: 1d Agenda Date: 7/21/2022

Page 2 of 2 ends

5. Manage and maintain Pioneer’s website. This includes the development and launch of an online “Chatbot” to improve customer engagement.

6. Negotiate and oversee the implementation of all media purchases on behalf of Pioneer.

7. Lead efforts to conduct surveys in existing service territories on behalf of Pioneer

8. Lead efforts to conduct surveys in potential 2024 expansion territories on behalf of Pioneer, in advance of any expansion.

STRATEGIC PLAN
This contract amendment supports many aspects of the Strategic Plan.

1. Financial Stability by continuing to re-engage opted out customers to increase the level of customer participation

2. Local Engagement by growing our relationship with all customers.

3. Quality in Service by communicating with our customers on a regular basis and becoming a valuable resource in the community.

FISCAL IMPACT
This recommended contract amendment is $471,142.00. The work will occur during the FY2022/23 fiscal year.

The contract amount has been included in the board approved budget for fiscal year 2022/23.

ATTACHMENTS

1. Resolution approving the Fourth Amendment to Consultant Services Agreement with JSR Strategies LLC for Communications Services and Increase Budget Appropriations for Marketing and Communications Contract Services to a not-to-exceed limit of $955,052.00

2. JSR Original Contract

3. JSR Amendment #1

4. JSR Amendment #2

5. JSR Amendment #3

6. JSR Amendment #4
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 July 21, 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, Pioneer Community Energy and JSR Strategies LLC (“JSR”) entered a Consultant Services Agreement for communications and marketing services on September 9, 2020 (“Original Agreement”), wherein JSR agreed to provide communication and marketing support services to Pioneer, with compensation not to exceed $150,000.00.

WHEREAS, Pioneer and JSR have thrice amended the Original Agreement to add additional tasks and compensation, increasing the total not-to-exceed amount to $483,910.00.

WHEREAS, Pioneer and JSR desire to further amend the Agreement to update the scope of work, amend the compensation by increasing the contract by $471,142.00 to a total not-to-exceed amount to $955,052.00, and extend the termination date to June 30, 2023, as shown in Exhibit “A.”
In the matter of: RESOLUTION APPROVING THE

FOURTH AMENDMENT INCREASING THE

CONTRACT WITH JSR STRATEGIES LLC, BY
$471,142.00 TO NOT-TO-EXCEED DOLLAR
AMOUNT OF $955,052.00 AND EXTEND THE
TERMINATION DATE TO JUNE 30, 2022 FOR

MARKETING AND COMMUNICATIONS SERVICES
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 approves the Fourth Amendment to the Consultant Services Agreement with JSR Strategies LLC, as attached hereto as Exhibit “A,” and authorizes the Executive Director to execute the Fourth Amendment on behalf of Pioneer Community Energy with any minor clerical or clarifying changes proposed by the Executive Director and approved by General Counsel.

3. This Resolution shall take effect immediately upon its adoption.

Exhibit A: Fourth Amendment to Consultant Services Agreement with JSR Strategies LLC Resolution 2022-xx

Page 2 ends

1 FOURTH AMENDMENT TO CONSULTANT SERVICES AGREEMENT WITH JSR

STRATEGIES LLC FOR COMMUNICATIONS AND MARKETING SERVICES This Fourth Amendment to the Consultant Services Agreement with JSR Strategies, LLC, for Communications and Marketing Services (“Fourth Amendment”) is made this 21st of July 2022, by and between Pioneer Community Energy, a Joint Powers Agency formed under the laws of the State of California (“Pioneer”) and JSR Strategies LLC, a California limited liability company (“JSR”), for the purposes of adding additional compensation and extending the time frame.

Recitals
A. Pioneer and JSR entered into the original Consultant Services Agreement dated September 9, 2020 (“Original Agreement”), wherein JSR agreed to provide communication and marketing support services to Pioneer, with compensation not to exceed $150,000.00 .

B. Pioneer and JSR entered into subsequent Amendments to add additional tasks and compensation, increasing the total not-to-exceed amount to $483,910.00 (hereafter, the Original Agreement as amended all Amendments shall be referred to as the “Agreement”).

C. Pioneer and JSR would like to further amend the Agreement to update the scope of work, amend the compensation by increasing the not-to-exceed amount by $471,142.00 for a total amount not-to-exceed $955,052.00, and extend the termination date to June 30, 2023.

Now therefore, for good and valuable consideration, the amount and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Section 2 of the Agreement (“Payment”) is amended in part to increase the total compensation of the Agreement by $471,142.00 for a total amount not-to-exceed of nine hundred and fifty-five thousand and fifty-two dollars ($955,052.00).

2. Exhibit A (“Scope of Services”) of the Agreement is replaced in its entirety by Exhibit A, attached hereto.

3. Section 16 of the Agreement (“Contract Term”) is amended to say, “This Agreement shall remain in place until the Scope of Services described in Attachment A is completed or June 30, 2023, whichever comes first. The contract may also be earlier terminated pursuant to Section 15 of this contract.”

4. All other terms and conditions in the Agreement not otherwise modified by this Fourth Exhibit A
2 Amendment will remain in full force and effect.

In witness whereof, the Parties entered this Fourth Amendment on the date written above.

Pioneer Community Energy, JSR Strategies, LLC
A Joint Powers Authority A California Limited Liability Company Donald Eckert Jessica Rhodes
Executive Director Principal and Chief Executive Officer Date: Date:

Approved as to form:

Inder Khalsa
General Counsel for Pioneer
Date:
3 Exhibit A
Scope of Services
Pioneer Community Energy – 2022 - 2023
Amendment #4
At the direction of Pioneer Community Energy’s Director of Public Affairs, Marketing, and Programs and/or Executive Director and subject to the available budget, the Consultant will provide advisory and consulting services in the following areas for Pioneer’s 2022-2023 fiscal year (for 11 calendar months, from August 1, 2022, through June 30, 2023).

Overview
Pioneer Community Energy is a locally owned provider of electricity — powering the communities of El Dorado and Placer County with competitive rates, reliable service and a choice in energy options.

Customers are at the heart of everything Pioneer does, which makes marketing and customer outreach essential to success and growth.

In collaboration with the Pioneer marketing and account teams, JSR will be responsible for the planning, preparation and execution of all items outlined in this Scope of Services to meet Pioneer’s goals:
● Raising public awareness about Pioneer Community Energy and the value it provides to the communities it serves
● Prioritizing local engagement by listening to customers and enhancing relationships with residents and businesses
● Preparing for expansion 2024 into Nevada County and Grass Valley ● Striving toward Pioneer’s participation rate goal of 92% JSR’s scope of work has been divided into three distinct tasks to meet these goals:
● Task 1: General Services
● Task 2: Website Services
● Task 3: Paid Media, Chatbot and Survey Management
Task 1: General Services
Task 1 represents communication and marketing efforts supporting Pioneer’s core efforts. This includes all content, design and reporting for the following sub-tasks:
● Bolstering Public Awareness in Pioneer’s Current Service Territory ● Developing a Strategic Communication Plan for Expansion 2024 and Corresponding Efforts 4 ● Social Media Management
● PR Support
● General Support, Account Management, Graphic Design and Reporting Bolstering Public Awareness in Pioneer’s Current Service Territory – JSR will continue to support all efforts in Placer and El Dorado Counties, including managing a communications plan, all design and content for paid media elements or signage, including but not limited to the following:
● Direct mailers
● Calling scripts
● Newsprint advertisements
● Radio ads
● Postcards or flyers
● Digital and social media ads
● E-blast/Newsletter content or graphics
● Bus shelter or bench designs
● Printable packets
● Element revamp as requested
● Support with brand advancement
JSR recommends that Pioneer provide a single set of consolidated comments and up to two rounds of revisions whenever possible.

Deliverables Due Format
Draft written or designed deliverables
as agreed upon by JSR and Pioneer
Within timeframe as agreed upon by JSR and
Pioneer
Word, PDF
Final written or designed deliverables Within three (3) days of receipt of Pioneer’s final comments
Word, PDF
Strategic Communications for Expansion – JSR shall create a draft expansion marketing and outreach plan for Pioneer Community Energy’s 2024 efforts including the following sections:
● Overview
● Communication Goals and Objectives
● Target Audiences (in Grass Valley and Nevada City)
● Strategic Message Platform
● Communications Strategy and Timeline
● Measurements of Success
5 Pioneer Community Energy will review the draft 2024 Expansion Outreach Plan and provide a single set of consolidated comments. JSR shall incorporate Pioneer Community Energy's comments and submit the final 2024 Expansion Outreach Plan.

Based on information developed in the 2024 Expansion Outreach Plan, JSR shall develop, design, and produce all elements of a consumer-focused, creative campaign plan to be deployed prior to expansion.

In addition to concepts, JSR shall prepare recommended campaign content and assets for a minimum of two (2) campaign concepts.

Pioneer staff will review the draft 2024 Expansion Outreach Campaign and provide a single set of consolidated comments. Consultant shall incorporate Pioneer Community Energy comments and submit final 2024 Expansion Outreach Campaign creative.

Deliverables Due Format
Draft strategic communications plan
for expansion 2024
Within timeframe as agreed upon by JSR and
Pioneer
Word
Final written strategic communications
plan for expansion 2024
Within ten (10) days of receiving all of
Pioneer’s final edits
PDF
Draft written or designed deliverables
as agreed upon by JSR and Pioneer
Within timeframe as agreed upon by JSR and
Pioneer
Word, PDF
Final written or designed deliverables Within ten (10) days of receiving all of Pioneer’s final edits
PDF
Social Media Management – JSR shall manage Pioneer Community Energy’s social media accounts as recommended in the outreach plan. This will include Facebook, Instagram and LinkedIn accounts for the duration of the contract. Community management, however, will be a shared responsibility with Pioneer staff. JSR will also support up to twelve content pieces for NextDoor.

JSR shall create a campaign content calendar, develop messaging, and post a minimum of one post per week on each platform throughout the contract, as long as the content is approved in a timely manner. Social media content will be educational and related to industry updates.

Deliverables Due Format
Social media editorial calendar by
channel
Within timeframe as agreed upon by JSR
and Pioneer
monday.com
Monthly social media content and
graphics
Within three (3) days of receipt of
Pioneer’s final comments
Word, PDF
Social media reporting Submitted monthly PDF
6 PR Support – JSR will prepare all aspects of the following as requested by Pioneer:
● Writing, editing, and disseminating press releases, media advisories and feature articles ● Developing talking points on various projects and programs ● Identifying, planning and coordinating special events ● Arranging radio and television appearances for Pioneer staff as requested ● Collaborating with local Public Information Officers in the region to spread key messages JSR will provide a draft of each written or designed deliverable for review and comment by Pioneer.

Consultant shall incorporate Pioneer comments and provide a final draft of each identified deliverable prior to dissemination. JSR recommends that Pioneer provide a single set of consolidated comments and up to two rounds of revisions whenever possible.

Deliverables Due Format
Draft written deliverables as agreed
upon by JSR and Pioneer
Within timeframe as agreed upon by JSR and
Pioneer
Word
Final written deliverables Within three (3) days of receipt of Pioneer’s final comments
Word, PDF
Press reporting from Critical Mention Submitted monthly PDF General Support, Account Management and Reporting – JSR will be available for up to one (1) hour-long (60-minute) phone meeting weekly and up to one (1) hour-long in-person meeting monthly. This task can also include executive requests or support with internal team training or handoffs.

JSR shall prepare and submit a monthly report detailing public outreach efforts conducted and media coverage during the prior month. Monthly reporting will include the following items. ● Digital presence as relevant to the public engagement strategy, including:
○ Social platforms
○ Website
○ Social impressions/engagements
○ Partner e-news
● Total traditional and earned media, to include:
○ News inquiries
○ News releases issued
○ Number of local news reports
JSR shall prepare and submit a final Program Year-End report, including a summary of the monthly reports and evaluation of each campaign element, with the relative effectiveness of each. JSR shall 7 include a recommendation for the continuation or elimination of each type of engagement with supporting documentation for each recommendation.

Deliverables Due Format
Monthly Summary Reports Monthly with invoice Word, PDF
Draft Program Year-End Report Within one (1) month of final campaign completion
Word
Final Program Year-End Report Within ten (10) days of receiving all of Pioneer’s final edits
Word, PDF
Task 2: Website Services
Pioneer’s website is the place people come to opt-out and, as such, is one of the company’s key sales agents and the customer’s first place to seek answers to their questions. Anywhere from 30- 1,300 people visit the site every day, and as such, the website is the organization’s most essential customer resource center.

For $850/month, JSR’s service includes:
● Managed premium hosting for 100,000 visits/month
● Paid plugin management of premium plugins (Elementor Pro and Add Ons, UserWay, Document Library, Yoast SEO, etc.)
● Availability for support and updates
● Website health and safety support up to 10 hours per month ● Monthly maintenance, software updates, security
● Uptime, health, and security monitoring & repair of security issues ● Quarterly web strategy meetings
● Up to 10 design development hours per month
Deliverables Due Format
Web Strategy Meeting Agenda and
Follow-Up
Quarterly Word, PDF
Web Content or Design Elements Within two weeks of request from Pioneer PDF Task 3: Paid Media, Chatbot and Survey Management
Task 3 funds will be planned and billed as requested by Pioneer Community Energy and will not be part of regular billing until Pioneer staff agrees to use funds therein. Budgets, therefore, may fluctuate depending on Pioneer’s priorities. Deliverables and tasks may include the following:

Paid Media Procurement and Management – As part of this contract, JSR will negotiate and oversee the implementation of all media purchasing on behalf of Pioneer. This oversight includes placement and rate negotiations, reconciliation and payment of invoices, active stewardship of 8 media programs to ensure optimal performance, and providing performance reports and billing backup at agreed-upon intervals.

We will pre-bill media for each quarter. From the pre-billed amount, we will process payment to media vendors. We will maintain a detailed accounting of how much has been pre-billed, how much has been paid to vendors, the balance to be spent, and how much is remaining. Credits owed, if any, can either be refunded or reallocated.

Throughout the planning process, market-level nuances play a key role in informing our approach and channel selection. In parts of Placer and El Dorado counties, it is important to acknowledge that portions of the market do not have access to high-speed internet. The median ages in Placer and El Dorado counties are higher than in the rest of the state. These nuances will influence the way we think about and use media to influence audience segments.

Developing a media program that provides equitable reach throughout Pioneer’s service area/territory and establishes Pioneer as a trusted community partner requires an integrated mix of offline and digital media tactics. Offline media will build and reinforce brand awareness among target audiences. Layered digital media tactics will connect with audience segments at all stages of the decision journey: awareness, consideration, conversion and loyalty.

Deliverables Due Format
Draft Media Plan 2022 Within forty-five (45) days of contract signing Excel Final Media Plan 2022 Within ten (10) days of receiving all of Pioneer’s final edits
Excel
Draft Media Plan 2023 By November 2022 Excel
Final Media Plan 2023 Within ten (10) days of receiving all of Pioneer’s final edits
Excel
Media Buy Documentation Monthly or as necessary With
Invoice
Customer Satisfaction and Outreach Surveys – JSR will either contract with an external vendor or conduct surveys on behalf of Pioneer.

JSR recommends implementing a 2022 digital customer satisfaction survey that mirrors the survey from 2019-2020 but expands into El Dorado and Placer counties to understand community perceptions throughout Pioneer’s service territory and to compare customer satisfaction in 2022 with baseline data. JSR will create, promote and advertise the customer satisfaction survey. Pioneer will assist by directly calling business accounts. 9 JSR also recommends conducting two-way listening or surveys in expansion 2024 locations prior to expansion.

Deliverables May Include Due Format
Draft survey questions Within timeframe as agreed upon by JSR and Pioneer
Word
Final survey deliverables Within three (3) days of receipt of Pioneer comments
Word, PDF
Draft survey report Submitted within thirty (30) business days of survey close

PPT/PDF
Final survey report Within ten (10) days of receiving all of Pioneer’s final edits

PPT/PDF
Chatbot – In order to complement Pioneer’s efforts to be available to customers, JSR recommends creating a simple and automated chatbot on the Pioneer website. The chatbot will be run by artificial intelligence and provide customer service information to users 24/7.

In addition to quickly resolving simple issues or helping users navigate the site, the chatbot can also ask questions and have clients provide feedback on their perceptions or experiences. This would provide an always-on opportunity for customers to provide feedback.

Chatbot fees will depend on the platform selected and the complexity of the responses. JSR has indicated a draft list of deliverables should Pioneer choose to move forward with this option.

Deliverables May Include Due Format
Chatbot Alternatives Within timeframe as agreed upon by JSR and Pioneer
Word, PDF
Draft chatbot script creation Within timeframe as agreed upon by JSR and Pioneer
Word
Final chatbot script Within ten (10) days of receiving all of Pioneer’s final edits
Word
Implementation Within ten (10) days of receiving all of Pioneer’s final edits
Digital
Timeline – August 1, 2022 - June 30, 2023
Partnership Value – $471,142.00
10 To maximize efficiency, JSR has segmented Task 1: General Services and Task 2: Website Services into fixed-rate fees, billed monthly, and variable costs from Task 3: Paid Media, Chatbot and Survey Management will be billed as used.
● Task 1: General Services– $306,992.00
○ Approximately 1053 hours of time to support general public awareness in El Dorado and Placer counties
○ Approximately 262 hours of staff time on expansion 2024 ○ Approximately 315 hours of social media management
○ Approximately 289 hours of staff time toward supporting PR ○ Approximately 471 hours of general support/account meetings and reporting ● Task 2: Website Services – $9,350.00
○ Up to 110 hours of web design or development (10 per month) ○ Up to 110 hours of safety and security (10 per month) Costs for the following task will be billed as requested by Pioneer. ● Task 3: Paid Media, Chatbot and Survey Management – $154,800.00 ○ Budgets for this task will be scoped and budgets approved separately JSR shall submit invoices monthly and have a net term of 30 days. Photography or videography services will be billed as incurred, and media plan dollars will be billed in installments. JSR Strategies will begin work when authorized in writing by the Client.

Administering Agency: Pioneer Community Energy
Contract No.

Contract Description: Communications Consulting Services - Consumer Choice Aggregation Program

CONSULTANT SERVICES AGREEMENT
THIS AGREEMENT is made at Rocklin, California, as of September 9, 2020 by and between Pioneer Community Energy, ("Pioneer"), and JSR Strategies LLC ("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 One Hundred Fifty Thousand Dollars ($150)000).

3. Eaci)ities, 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. 6.

7. 8.

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.

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.

I ,icenses, 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.

Iime.. 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 -
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 ExhibitD.

10. 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, for the coverage shown in Exhibit D. All costs ofcomplying 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 confonn 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 tennination 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 tenninate 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 ofrecording 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 .e.t 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. O:wnersbip 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. Notwithstanding the foregoing, Pioneer and Consultant recognize that certain spreadsheets and programs to be used by Consultant in connection with services provided under the Agreement are proprietary to Consultant, and such spreadsheets and programs shall not be subject to the provisions of this Section 19.

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. - 3 -

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, 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: Sam Kang
2510 Warren Drive Suite B
Rocklin, CA 95677
Phone: 279/999-7011
CONSULTANT:

JSR Strategies LLC
Attn: Jessica Rhodes
21 19th Street
West Sacramento, CA 95691
Phone: 214/673-2332
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
By:

Printed Name/Title: Donald Eckert, Executive D"
By: /'¾ A e
Printed Name/Title : Greg Janda, Board Chair
Approved As to Form - General Counsel:

By:

Printed Name/Title: Elise Nelson, General Counsel

CONSULTANT
:ntcd Na9::/t ~ Rhodes, Pcincipal and CEO
*.(/' Consultant is a corporation, this agreement must be signed by two col'porate of/ice rs, one of which IJ1LlS1. be the secrelmJ' of the corporation, and the 01her may be eilher the President or Vice President, JJJ:Jle.ss.. an authenticated COiporate resolution is at/ached delegating authority lo a single officer or other officers lo bind the corporation.

Exhibits.

A. Scope of Work
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
At the direction of Pioneer Community Energy's Chief Operating Officer and/or Executive Director and subject to available budget, Consultant will provide advisory services in the following areas for one calendar year ( 12 months) after the execution of this agreement:

TASK 1: GENERAL PUBLIC AWARENESS CAMPAIGN
lA Kickoff Meeting and Preliminary Research
Kickoff Meeting - Consultant shall conduct a project kickoff meeting at the Pioneer Community Energy offices to review the s.cope and schedule, and establish roles, responsibilities, and lines of communication.

Consultant shall provide a meeting agenda including project team member introductions, a description of the roles and responsibilities, delineation of the methods and lines of communication, a review of the scope and schedule of services, and a review of the relevant information the Consultant seeks from Pioneer Community Energy. Consultant shall provide meeting minutes including any tasks identified in the meeting as needing completion, responsible person(s), and due date for completion or anticipated completion date.

Research - Consultant shall review Pioneer Community Energy's history, strategic plan, staffing, messaging, customer journey, collateral, and key stakeholder perceptions.

Deliverables Due Format
Kickoff Meeting Ten ( I 0) business days from fully executed contract Word Meeting Five (5) days before/after kickoff meeting Word, Agenda/Minutes PDF
Draft Findings Brief Forty-five (45) days after meeting minutes are approved and PDF requested research is provided to Consultant
lB General Outreach Plan, Campaign & Media Plan Development General Outreach Plan Consultant shall create a draft outreach plan for Pioneer Community Energy in 2020-2021 including the following sections:
• Overview
• Communication Goals and Objectives
• Target Audiences
• Strategic Message Platform
• Communications Recommendations, Plan, and Timeline
General Outreach Campaign Based on information developed in the General Outreach Plan, Consultant shall develop, design, and produce all elements of a creative campaign plan to be deployed between December 2020 and June 2021.

Yisnal Brand Refresh - In addition to an outreach plan, Consultant shall prepare recommended updates to Pioneer Community Energy's logo and visual brand. Up to three (3) logo variations will be submitted for approval. Based on the approved logo, Consultant shall prepare a short brand usage guide, including logo standards, primary and secondary colors, primary and secondary fonts, and photo styles.

General Media Plan - Consultant shall prepare a General Media Plan for Pioneer Community Energy including establishing: media goals and measurable objectives; key performance indicators and various Page I of Exhibit A
to Consultant Services Agreement
media strategies delineated by target audience including pulsing, continuity and channel selection; and budget and timeline for each media channel.

Pioneer Community Energy will review the drafi General Outreach Plan, Visual Brand Refresh, and Media Plan and provide a single set of consolidated comments. Consultant shall incorporate Pioneer Community Energy comments and submit finals to Pioneer Community Energy. lC Communications Channel Implementation
Miscellaneous Elements: Consultant will produce all requested elements prior to the completion of the final outreach plan. based on the approved Outreach and Media Plans, Consultant shall develop all media plan assets.

Social Media: Consultant shall manage Pioneer Community Energy's social accounts as recommended in the outreach plan. This could include Facebook, Next Door and Linkedln accounts for the duration of the contract. Consultant shall create a campaign content calendar, develop messaging and post a minimum of one (1) post per week on each platform during the campaign. Social media content will be educational and related to industry updates.

Website: Consultant shall submit content and graphical updates to Pioneer Community Energy based on the outreach plan. Website redesign and development is outside this scope of work and will be billed separately, unless prioritized in the outreach plan and shown as an addendum to the scope of work.

Customer Communications: Consultant shall prepare all customer communications including a welcome mailer, an opt-out email, and a year-in-review based on the approved Pioneer Community Energy offerings.

This scope does not currently include printing, video, or photography. Pioneer Community Energy will provide Consultant with a single set of consolidated comments for all elements. Consultant shall develop all assets including up to two (2) rounds of revisions based on a consolidated set of commentsji·om Pioneer Community Energy.

Deliverables Due Format
Draft General Outreach Plan Sixty (60) days after kickoff meeting Word Final General Outreach Plan Ten (10) days after receipt of Pioneer Community Word, Enenrv comments PDF
Draft General Media Plan Sixty (60) days after kickoff meeting Word Draft General Media Plan Ten (10) days after receipt of Pioneer Community Word, Energy comments PDF
Communications Assets (as Agreed upon by element Root Files requested)
1D General Outreach Campaign Execution
Consultant shall procure, manage and monitor all traditional and digital media elements per the approved final General Media Plan and analyze paid media against key performance indicators identified in the Outreach and Media Plans. Paid media placements will be pre-billed and paid before securing placements.

Deliverables Due Format
Media Bu Documentation Monthl or as necessar With Invoice

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lE General Outreach Reporting
Consultant shall prepare and submit monthly reports detailing the general outreach efforts conducted during the prior month.

Consultant shall prepare a Program Year-End report for Pioneer C01mnunity Energy review including a summary of monthly reports; evaluation of each campaign element; relative effectiveness of each on the success of the overall Program; and campaign element metrics and return on investment. Consultant shall include recommendations for continuation or elimination of each campaign element with supporting documentation.

Pioneer Community Energy will provide Consultant with a single set of consolidated comments.

Consultant shall incorporate Pioneer Community Energy's comments on the draft and submit a final Program Year-End report.

Deliverables Due Format
Monthly Su1mnary Reports Monthly With
Invoice
Draft Program Year-End Within one (1) month of final campaign completion Word Report
Final Program Year-End Ten (10) days after receipt of Pioneer Community Energy Word, PDF Report comments
TASK 2: PUBLIC INFORMATION OFFICER SUPPORT
Consultant shall serve as Pioneer Community Energy's Public Information Officer in specified situations and/or provide support to Pioneer Community Energy management as needed. Consultant shall prepare all aspects of the following as requested by Pioneer Community Energy:
• Writing, editing, and disseminating press releases, media advisories, and feature articles • Developing talking points on various projects and programs • Arranging radio and television appearances for Pioneer Community Energy Consultant shall provide a draft of each written deliverable for review and comment by Pioneer Community Energy as agreed upon by Consultant and Pioneer Community Energy. Consultant shall incorporate Pioneer Community Energy comments and provide a final draft of each identified deliverable prior to dissemination.

Deliverables Due Format
Draft written deliverables as agreed upon by Within timeframe as agreed upon by Word, Consultant and Pioneer Community Energy Consultant and Pioneer Community PDF Energy
Final written deliverables Within five (5) days ofreceipt of Pioneer PDF Community Energy comments

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EXHIBIT B

PAYMENT FOR SERVICES RENDERED
Maximum Limit & Fee Schedule
Total contract amount shall not exceed $150,000.

Billing and Rates
Consultant will bill Pioneer monthly on a time and materials basis.

All services performed by Consultant on behalf of Pioneer shall be billed according to the following Rate Schedule:

HQURI,Y RATES
Staff/Expense Rate
Principal I CEO $ 150.00
Media Strategist $ 150.00
Account Manager $ 125.00
Art Director $ 125.00
Graphic Designer $ 100.00
Sr. Editor $ 125.00
Administration and Reporting $ 50.00
Invoices
Invoices shall include a list of work performed as specified in the Deliverables section of Exhibit A. Work performed shall be subject to final acceptance by Pioneer.

Submit all invoices to:

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Pioneer Community Energy
Attn: Finance
2510 WaiTen Drive Suite B
Rocklin, CA 95677
[email protected]
to Consultant Services Agreement

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EXHIBITC

FACILITIES, EQUIPMENT, AND OTHER

MATERIALS, AND OBLIGATIONS OF PIONEER

NOT APPLICABLE
to Consultant Services Agreement

EXHIBITD

HOLD HARMLESS AGREEMENT

AND INSURANCE REQUIREMENTS
I. HOLD HARMLESS AND TNDEMNIFJCATJON AGREEMENT
The CONSULTANT hereby agrees to protect, defend, indemnify, and hold PIONEER COMMUNITY ENERGY free and harmless from any and all losses, claims, liens, demands, and causes of action of eve1y 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 COMMUNITY ENERGY arising in favor of any party, 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 contract or agreement.

CONSULT ANT agrees to investigate, handle, respond to, provide defense for, and defend any such claims, demand, or suit at the sole expense of the CONSULTANT. CONSULTANT also agrees to bear all other costs and expenses related thereto, even if the claim or claims alleged are groundless, false, or fraudulent. This provision 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 COMMUNITY ENERGY from liability for damages or injuries to third persons or property arising from CONSULTANT'S performance pursuant to this contract or agreement.

As used above, the term PIONEER COMMUNITY ENERGY means Pioneer Community Energy or its officers, agents, employees, and volunteers.

2. TNSI JR ANCE:

3. 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.

WORKER'S COMPENSATION AND EMPLOYERS UABU TTY TNSJ !BANCE:

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 ('hi ,000,QQO) each accident for bodily injury by accident, one million dollars (SI ,Q00,000) policy limit for bodily injury by disease, and one million dollars (S l ,OOQ,QOO) 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 ( l 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,

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agents or volunteers, which might arise by reason of payment under such policy in connection with perfonnance under this agreement by the CONSULT ANT.

CQNSIU TANT shall require all SUBCONTRACTORS to maintain adequate Workers' Compensation insurance. Certificates of Workers' Compensation shall be filed forthwith with Pioneer upon demand.

4. GENER AT, UARII .JTY INSl /RANCE:

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 of liability indicated below and including coverage for:
(1) Contractual liability insuring the obligations assumed by CONSULTANT in this Agreement.

B. One of the following fonns is required:
(1) Comprehensive General Liability;
(2) Commercial General Liability (Occurrence); or
(3) Conunercial General Liability (Claims Made).

C. If CONSULTANT can-ies 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 occU1Tence
➔ Two million dollars ($2,000,000) aggregate
D. If CONSULTANT carries a Conunercial General Liability (Occurrence) policy:
( 1) The limits of liability shall not be less than:

One million dollars (s;J ,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:

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5. 6.

7. One million dollars ($1 ,000,000) each occurrence ( combined single limit for bodily injury and property damage)
One million dollars (Si I QQQ,000) aggregate for Products Completed Operations ➔ Two million dollars (S2,00Q,QOQ) General Aggregate
(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 hannless 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.

END OR SEMENIS:

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 fonn coverage, is primary coverage to Pioneer Community Energy with respect to any insurance or self-insurance programs maintained by Pioneer C01mnunity Energy and no insurance held or owned by Pioneer Community Energy shall be caIIed 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."
Al ITOMORTI ,E I JA BU JIY JNSl TRANCE:

Automobile Liability insurance covering bodily injury and property damage in an amount no less than five hundred thousand dollars ($1,QQQ,QOO) combined single limit for each occurrence.

Covered vehicles shall include owned, non-owned, and hired automobiles/trucks.

ADDITIONAI, REQlURFMFNIS·
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.

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CONS! JLTANT'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 CONSUL TANT'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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FIRST AMENDMENT TO CONSULTANT SERVICES AGREEMENT WITH

JSR STRATEGIES LLC FOR COMMUNICATION SERVICES
WHEREAS, Pioneer Community Energy ("Pioneer") and JSR Strategies, LLC ("Consultant") entered into that certain agreement entitled "Communications Consulting Services - Community Choice Aggregation", with the effective of September 1, 2020, hereafter referred to as "Original Agreement", and
WHEREAS, Pioneer and JSR have determined it is in their mutual interest to amend certain terms of the Original Agreement as provided in this First Amendment to the Original Agreement ("Amendment").

NOW, THEREFORE, FOR VALUABLE CONSIDERATION, THE PARTIES AGREE AS FOLLOWS:

1. The last sentence of Section 2 (Payment) of the Original Agreement shall be amended to read as follows:

The amount of the contract shall not exceed One Hundred Sixty-Two Thousand Four Hundred Twenty Dollars ($162,420)

2. Exhibit A of the Original Agreement shall be amended to add Task 3 as follows:

TASK 3: STRATEGIC PLANNING FACILITATION
Consultant will facilitate a hybrid strategic vision session for Pioneer's Governing Board and key staff. The work will occur in the following phases:
• Discover (March 30, 2021 - April 26, 2021)
Consultant will analyze Pioneer's historical documents, collaborate with Pioneer staff to understand current goals and gauge individual Pioneer Board members' priorities.
• Collaborate (April 2, 2021 - May 12, 2021)
Consultant will develop the agenda for review, edits, and approval by Pioneer staff. Upon approving the agenda,
Consultant will create presentation materials, endeavoring to complete materials by May 2nd , to give sufficient time for Pioneer Board members to review materials.
• Finalize (May 13, 20201 - June 13, 2021)
Based on decisions made within the strategic planning session, Consultant will synthesize the groups' discussion, develop a core list of values, a list of Pioneer Board-driven priorities, and contract a possible mission or vision statement.

3. Except as expressly modified herein, all of the provisions of the Original Agreement shall remain in full force and effect. In the case of any inconsistencies between the Original Agreement and this Amendment, the terms of this Amendment shall control.

4. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date set forth besides their signatures below.

CONSULTANT NAME ::~2ateg£~
Name: Jessica Rhodes
Title: CEO
--------
Date: 4/22/2021
Pioneer Community Energy
By:

E~SIG'l\l.ED by Donald Eckert
on 2021"04-27 11 :44:04 PDT
Name: Donald Eckert
Title: Executive Director
D t April 27, 2021 a e: _______ _
APPROVED AS TO FORM:

E7s'1c;~,ED by Elise Nelson April 29, 2021
on 2!},f,1'"04-29 08:35:01 PD I
General Counsel for Pioneer

SECOND AMENDMENT TO CONSULTANT SERVICES AGREEMENT WITH JSR

STRATEGIES LLC FOR COMMUNICATIONS SERVICES
This Second Amendment to the Agreement with JSR Strategies LLC for Communications Services ("Second Amendment") is made this 17th day of June, 2021, by and between Pioneer Community Energy, a Joint Powers Agency formed under the laws of the State of California ("Pioneer") and JSR Strategies LLC, a California limited liability company ("JSR"), for the purposes ofadding additional compensation.

Recitals
A. Pioneer and JSR entered into that certain Consultant Services Agreement dated September 9, 2020 ("Agreement"), wherein JSR agreed to provide communications services to Pioneer, with compensation not to exceed $150,000.

B. Pioneer and JSR amended the Agreement to add additional compensation, increasing the noMo-exceed amount by $12,420 for a total amount not to exceed $162,420.

C. Pioneer and JSR would like to further amend the Agreement to update the scope of work, amend the compensation by increasing the not-to-exceed amount by $99,250 for a total amount not to exceed $261,670, and extend the termination date to June 17, 2022.

Now therefore, for good and valuable consideration, the amount and sufficiency of which is hereby acknowledged, the parties agree as follows:
l. Section 2 of the Agreement ("Payment") is amended in part to increase the total compensation of the Agreement by $99,250 for a total amount not to exceed of two hundred and sixty-one thousand six hundred and seventy dollars ($261,670).

2. Exhibit A ("Scope of Services") of the Agreement is replaced in its entirety by Exhibit A, attached hereto.

3. All other terms and conditions in the Agreement not otherwise modified by this Second Amendment will remain in full force and effect.
1 In witness whereof, the Parties have entered this Amendment on the date written above.

Pioneer Community Energy,
A Joint Powers Authority
E-SIG q by Donald Eckert
on 2Q, -22 10:52:47 PDT
Donald Eckert
Executive Director
Date: June 22, 2021
Approved as to form:

JSR Strategies LLC,
A California Limited Liability Company
Jessica Rhodes
Principal and Chief Executive Officer
Date: 6/18/21
2 EXHIBIT A

SCOPE OF SERVICES
At the direction of Pioneer Community Energy's Chief Operating Officer and/or Executive Director and subject to available budget, the Consultant will provide advisory services in the following areas for six (6) months after the execution of this agreement with the possibility to extend. graphic design and content development {Task 2) hours can roll over for an additional six (6) months for a total of one year after contract execution.

TASK 1: PUBLIC AWARENESS CAMPAIGN
1A Create an Influencer Strategy - $8,750
Due to the relationship-driven nature of Placer County, Placerville and El Dorado County, JSR Strategies recommends the development of an influencer strategy to reach regional leaders and influencers. The JSR team and Kim Tucker will work with Pioneer's CEO to connect him with individuals who can amplify the value of Pioneer in existing and future service territories. The plan will focus on political, business and community influencers. • Estimated 30 hours to draft a plan inclusive of key contacts, their background and strategy to deploy when reaching out to them
• Estimated 10 hours for direct outreach to prospective influencers if needed • Estimated 20 hours of design time to provide influencers pre- or post-meeting materials • Estimated 10 hours of follow up documentation to assist Don with reporting to the Board Deliverables Due Format
Draft the influencer strategy Thirty (30) days after contract execution Word Finalize strategy Ten {10) days after receipt of Pioneer Community Word, Energy comments PDF
Create pre and post As requested by the Pioneer team Word, materials PDF
1B Customer-Facing Campaign Development - $33,000
Based on Pioneer's General Outreach Plan, the Consultant shall develop, design and produce all elements of a creative campaign plan to be deployed between September 2021 and January 2022.

The campaign will be designed to share key information about Pioneer to all relevant stakeholders. Once approved, JSR will conduct a photo and video shoot (up to two (2) days) to produce up to one 3:00 minute video. From the footage captured during the two-day shoot, up to five (5) shorter videos (0:15 or 0:30 in length) will be created for use on social channels.

Photo and video assets will also be used to create up to forty (40) social media graphics, six (6) social media paid ads, up to one (1) newsprint ad (print or digital) and up to one (1) sponsored radio ad (depending on Pioneer's traditional media budget - managed outside of this contract.) JSR shall edit the videos to be ready to post on all necessary and recommended digital platforms.

Paid media spend dollars are not included in this task.

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Pioneer Community Energy will review all elements and provide a single set of consolidated comments for each. Consultant shall incorporate Pioneer Community Energy comments and submit finals to Pioneer Community Energy. Each element includes up to two (2) rounds of revisions.

Deliverables Due Format
Draft Campaign Creative Sixty (60) days after the contract is executed PDF Final Campaign Creative Ten (10) days after receipt of Pioneer Community PDF Enerav comments
Up to two days of photo and Up to thirty (30) days after the final creative Root Files video capture campaign is approved
Communications Assets (as Within forty-five (45) days after the final photo Root Files listed) and video shoot
1C Social Media Management M $10,500
Consultant shall manage Pioneer Community Energy's social accounts as recommended in the outreach plan. Management wlll include Facebook and Linkedln for the six (6) month duration of the contract. Content can also be created to share on partner jurisdiction social media accounts.

Consultant shall create a campaign content calendar, develop messaging and post a minimum of one (1) post per week on Facebook and Linkedin during the campaign. Social media content will be educational and follow Pioneer's themes as defined by the outreach plan.

Consultant shall prepare and submit monthly reports detailing the general outreach efforts conducted during the prior month.

Consultant shall prepare a Program end report for Pioneer Community Energy review, including a summary of monthly reports and an evaluation of the campaign's success. Consultant shall include recommendations for continuation or elimination-of each campaign element with supporting documentation.

Pioneer Community Energy will provide the Consultant with a single set of consolidated comments for all elements. Consultant shall develop all assets, including up to two (2) rounds of revisions based on a consolidated set of comments from Pioneer Community Energy.

Deliverables Due Format
Draft General Outreach Plan Sixty (60) days after the contract is executed Word Final General Outreach Plan Ten (10) days after receipt of Pioneer Community Word, Energy comments PDF
Communications Assets (as Agreed upon by element Root Files requested)
Monthly Summary Reports Monthly With
Invoice
Draft Program Year-End Within one (1) month of final campaign Word Report completion
Final Program Year-End Ten (10) days after receipt of Pioneer Community Word, Report Energy comments PDF

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1D Paid Digital Media Planning and Placement - $12,000
Pioneer seeks to grow its social channels and utilize paid social media advertising to promote key campaign messages and events. Consultant will complement organic efforts in Task IC through paid social media efforts in Task ID.

JSR will create, manage, place and optimize all social ads, as indicated above. In addition to ad management, your Consultant team will recommend improvements or be available to A/B test messages or visuals as appropriate.

Goats and Estimated Costs
• Target men and women from Placer County, El Dorado County and Placerville via paid ads to grow Pioneer's followers on Faccbool< via a contest (run and managed by JSR) - EsUmated media spend $7,000
• Share Pioneer's key campaign messages and videos - Estimated media spend $5,000 Consultant shall procure, manage and monitor all traditional and digital media elements per the plan listed above and analyze paid media against key performance indicators of follower growth and engagement by region. Management of Task 1D will cost up to 15% of media spend ($2,250).

Paid media placements wilt be pre-billed and paid before securing placements.

Deliverables Due Format
Media Buy Documentation Monthly or as necessary With
Invoice
Draft Digital Media Plan for Sixty (60) days after the contract execution Word the Campaiqn
Final Digital Media Plan for Ten (10) days after receipt of Pioneer Community Word, the Campaign Energy comments PDF
TASK 2: GRAPHIC DESIGN AND CONTENT SUPPORT - $35,000
Funds from this task can roll over for up to six (6) months from the completion of this agreement if unused.

Consultant shall serve as Pioneer Community Energy's graphic design and content development support team. Consultant shall prepare all aspects of the following as requested by Pioneer Community Energy via project request forms or creative briefs, including:
• Graphic design work
• Photo or video editing
• Content development
111 Editing or proofing content originally written by Pioneer • Supporting graphics for Board reporting or presenting to the Board • Content and graphics updates to the website - not inclusive of web development hours Consultant shalf provide a draft of each deliverable for review and comment by Pioneer Community Energy as agreed upon by Consuftant and Pioneer Community Energy. Consultant shall incorporate Pioneer Community Energy comments and provide a final draft of each identified deliverable prior to dissemination.

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Deliverables Due Format
Draft written deliverables as agreed upon Within timeframe as agreed upon Word, PDF by Consultant and Pioneer Community by Consultant and Pioneer Enerav Community Energy
Final written deliverables Within five (5) days of receipt of PDF Pioneer Community Energy
comments

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EXHIBIT B

PAYMENT FOR SERVICES RENDERED
Maximum Limit & Fee Schedule
Total contract amount shall not exceed $99,250.

Billing and Rates
Consultant will bill Pioneer monthly on a time and materials basis.

All services performed by Consultant on behalf of Pioneer shall be billed according to the following Rate Schedule:

HOURLY RATES
Staff/Expense Rate
Principal I CEO $ 150.00
Media Strategist $ 150.00
Account Manager $ 125.00
Art Director $ 125.00
Graphic Designer $ 100.00
Sr. Editor $ 125.00
Administration and Reporting $ 50.00
Invoices
Invoices shall include a list of work performed as specified in the Deliverables section of Exhibit A. Work performed shall be subject to final acceptance by Pioneer.

Submit all invoices to:

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Pioneer Community Energy
Attn: Finance
2510 Warren Drive Suite B
Rocklin, CA 95677
[email protected]
to Consultant Services Agreement

THIRD AMENDMENT TO CONSULTANT SERVICES AGREEMENT WITH JSR

STRATEGIES LLC FOR COMMUNICATIONS SERVICES
This Third Amendment to the Consultant Services Agreement with JSR Strategies, LLC, for Communications and Marketing Services ("Third Amendment") is made this 2oth day of January 2022, by and between Pioneer Community Energy, a Joint Powers Agency formed under the laws of the State of California ("Pioneer") and JSR Strategies LLC, a California limited liability company ("JSR"), for the purposes of adding additional compensation and extending the time frame.

Recitals
A. Pioneer and JSR entered into the original Consultant Services Agreement dated September 9, 2020 ("Original Agreement"), wherein JSR agreed to provide communication and marketing support services to Pioneer, with compensation not to exceed $150,000.

B. Pioneer and JSR twice amended the Agreement to add additional tasks and compensation, increasing the total not-to-exceed amount to $261,670 (hereafter, the Original Agreement as amended by the First Amendment and Second Amendments shall be referred to as the "Agreement").

C. Pioneer and JSR would like to further amend the Agreement to update the scope of work, amend the compensation by increasing the not-to-exceed amount by $222,240 for a total amount not to exceed $483,910, and extend the termination date to September 30, 2022.

Now therefore, for good and valuable consideration, the amount and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Section 2 of the Agreement ("Payment") is amended in part to increase the total compensation of the Agreement by $222,240 for a total amount not to exceed of Four hundred and eighty-three thousand nine hundred and ten dollars ($483,910).

2. Exhibit A ("Scope of Services") of the Agreement is replaced in its entirety by Exhibit A, attached hereto.

3. Exhibit B ("Payment for Services Rendered") of the Agreement is amended in part to provide that the "Total contract amount shall be as specified in Section 2 of the Agreement."

4. Section 16 of the Agreement ("Contract Term") is amended to say, "This Agreement shall remain in place until the Scope of Services described in Attachment A is completed or September 30, 2022, whichever comes first. The contract may also be earlier terminated pursuant to Section 15 of this contract."

5. All other terms and conditions in the Agreement not otherwise modified by this Third Amendment will remain in full force and effect.

In witness whereof, the Parties entered this Third Amendment on the date written above.

Pioneer Community Energy,
A Joint Powers Authority
Executive Director
Date: /- 2. 'J-.. 2,()22
Approved as to form:

Casey Strong
D by Casey Strong
1-31 17:56:33 PST
General Counsel for Pioneer
Date: January 31, 2022
JSR Strategies, LLC
A California Limited Liability Company
Je~
Principal and Chief Executive Officer
Date: l ( v-1"'{ Wt.fl.-'
Pioneer Community Energy - 2022
Change Order 01132022
Exhibit A
Scope of Services
JSR Strategies requests an enhancement of our contract with Pioneer Community Energy.

Additional contract elements to be completed between February 1, 2022, and September 30, 2022, include:
• Paid Media Procurement and Management
• Social Media Management
• Website Design and Development
• Graphic Design and Project Management
Overview
Pioneer's participation rate as of January 9, 2022, is 89%. This puts Pioneer 3% away from meeting their strategic plan goal of 92% participation rate.

Now that El Dorado County and Placerville are officially customers of Pioneer, JSR recommends continuing our efforts on improving brand awareness, building community trust and engagement and recapturing the individuals that have opted out across both El Dorado and Placer Counties.

PG&E is planning significant rate increases in 2022. To support the efforts to recapture opt outs, Pioneer and JSR want to take advantage of these rate changes to reintroduce the brand to Placer County and El Dorado County and to re-engage with customers who previously opted out. We have collaboratively set the following high-level goals, objectives, and target audiences for our work.

Goal - Raise public awareness about Pioneer Community Energy and the value it provides to the community, while striving towards marketing and communications goals within Pioneer's Strategic Plan.

Objectives
• Build targeted re-engagement elements and test campaign efforts for Pioneer's populations who have opted out, including building resources for the following opt-out reasons o Customers who cited costs as the reason for opting out will be the individuals we target the strongest, due to the increase in PG&E's rates in 2022. Tactics will include:
• Direct mailers
• Calling efforts
• Digital outreach
o Customers who did not list a reason for opting out will be targeted with costefforts o Customers who cited auto-enrollment as the reason for opting out will be targeted as well with
• Direct mailers
• Calling efforts
• Digital outreach
• In-person outreach
• Conduct a digital and phone-based customer satisfaction survey to understand community perceptions across Pioneer's service territory
• Ensure social media is clear, consistent and provides options for two-way engagement with customers. Pioneer will branch into Instagram and Next Door in 2022 Target Audiences
• Residential customers
• Small business customers
• Local influencers and leaders
• News media
Proposed Scope of Work
Strategy and Creative
JSR will support with strategy, creative development and reporting for all paid media and nonpaid tactics. Tactics will include:
• Account Management
o Outreach to earned media partners, as requested
o Outreach to requested influencers and newsletter partners • Content and Design
o Up to 30 social media posts (sized for all channels)
o Up to three direct mailers
o Up to two calling scripts
o Multiple newsprint ads
o Up to two (2) postcards
o Up to two produced radio assets
o Digital and social ads (various sizes, up to 25)
o E-blast/Newsletter content or graphics
o Bus shelter or bench, as media plan allows
o Meet Pioneer, one digital or printable packet of up to 10 pages Photography and Videography
To support Pioneer's growing asset library, a budget of $15,000 has been allocated for photography and videography services within Pioneer's service area. JSR recommends this budget be focused on photography of local residents and businesses to grow Pioneer's social media and website presence.

Social Media Management
JSR shall manage Pioneer Community Energy's social media accounts as recommended in the outreach plan. This will include Facebook, Instagram and Linkedin accounts for the duration of the contract. Community management, however, will be a shared responsibility with Pioneer staff. JSR will also support with up to ten content pieces for NextDoor. JSR shall create a campaign content calendar, develop messaging, and post a minimum of one post per week on each platform, from February 1 to June 30. Social media content will be educational and related to industry updates.

Customer Satisfaction Survey
JSR will conduct a digital customer satisfaction survey that mirrors the survey from 2019-2020 but expands into El Dorado and Placer County to understand community perceptions across Pioneer's service territory and to compare customer satisfaction in 2022 to our baseline data. JSR will create and advertise for the customer satisfaction survey. Pioneer will assist by calling business accounts directly.

Paid Media Procurement and Management
As part of this contract, JSR will negotiate and oversee the implementation of all media purchasing on behalf of Pioneer. This oversight includes placement and rate negotiations, reconciliation and payment of invoices, active stewardship of media programs to ensure optimal performance, and providing performance reports and billing backup at agreed-upon intervals.

Throughout the planning process, market-level nuances play a key role in informing our approach and channel selection. In parts of Placer and El Dorado Counties, it is important to acknowledge that portions of the market do not have access to high-speed internet. The median ages of Placer and El Dorado Counties are higher than the rest of the state. These nuances will influence the way we think about and use media to influence audience segments.

Developing a media program that provides equitable reach across Pioneer's service area/territory and establishes Pioneer as a trusted community partner requires an integrated mix of offline and digital media tactics. Offline media will build and reinforce brand awareness among target audiences. Layered digital media tactics will connect with audience segments at all stages of the decision journey: awareness, consideration, conversion, loyalty.

While the tactical mix will depend on agreed-upon objectives, we recommend the following based on what we currently know about Pioneer:
• Radio & Newsprint - Radio and newsprint advertising are not our preferred channels for building brand and consumer perception, but they can play an important role in quickly delivering relevant information to hyper-local audiences. These channels will be particularly effective at reaching senior audiences who still consume traditional, offline media at higher rates than younger generations. We envision using these channels as tactical supports to localized initiatives such as clinics, specialty services, events, etc.
• Radio
o KFBK
o KKTO
o KSTE
o KAH!
• Print Publications
o Mountain Democrat
o Georgetown Gazette
o Village Life
o Around Here Magazine
o Style Magazine
o Auburn Journal
o Lincoln News Messenger
o Granite Bay View Magazine
o Auburn View Magazine
o Lincoln View Magazine
• Paid Social Media - With nearly 82% of the US population maintaining social media profiles, key channels provide scalable opportunities to connect with target audiences while engaging with content and brands of interest. A recent online survey by GlobalWebindex found that social media users in the US spend an average of 2 hours and 33 minutes a day on their preferred channels. Engagement with social media increased across all groups following the COVID-19 outbreak, with baby boomers showing the highest likelihood to maintain their increased engagement post-pandemic.
• Geo-targeted social media ads
• Geo-targeted videos
• Display and Search Engine Marketing (SEM} - Display marketing is a type of advertisement that uses photos, text, animations or video on third-party websites to reach users where they go for trusted communications. SEM is a go-to channel for consumers actively looking for information across countless topics. An estimated 93% of all online experiences start with a keyword search.
• Geo-targeted display ads
• Geo-targeted video ads on YouTube and connected TV
• Affinity targeting
• Similar audience ads
• Paid Newsletter Placements from Regional Partners - There are many partners in El Dorado and Placer County who have a paid placement option within their newsletters. JSR will support placements in various regional partner newsletters on Pioneer's behalf.

Through all of our effo~ we seek to reach 1.2-2.4 million impressions in Pioneer~ service area, engage with 120,000-240,000 people, and to grow our communication channels.

Deliverables will include:
• Overarching Advertising Campaign and Schedule
• Comprehensive Media Plan and Metrics
• Detailed Campaign, Media Plan, and Activations Reporting with Analysis • Search Engine Marketing Strategy Development and Execution Support • Monthly Reporting
• Invoicing and Billing Detail at 30-day Intervals
General Outreach Reporting
JSR Strategies shall prepare and submit monthly reports detailing the general outreach efforts conducted during the prior month. JSR shall prepare a Program Year-End report for Pioneer's review, including a summary of monthly reports; evaluation of each campaign element; relative effectiveness of each on the success of the overall Program; and campaign element metrics and return on investment. JSR shall include recommendations for the continuation or elimination of each campaign element with supporting documentation.

Pioneer will review recommendations and provide direction on each section. Up to two (2) rounds of revisions for each element will be included in this scope. Additional time or development of other assets will be billed based on the hourly rate outlined in the scope.

WEBSITE STRATEGY, DESIGN & DEVELOPMENT
Pioneer's website is the place people come to opt-out and, as such, is one of the company's key sales agents and the customer's first place to seek answers to their questions. Anywhere from 30- 1,300 people visit the site everyday, and as such, the website is the organization's most essential customer resource center.

Our first step will be to develop a website conversion strategy to identify our baseline and craft goals for key performance indicators for the site. JSR Strategies will submit key performance indicators and a high-level website strategy for review and complete up to two (2) rounds of revisions based on compiled feedback.

Phase 1: Web Design and Development Discovery
Pioneer's new website will be built on a WordPress platform and hosted on Kinsta (a WordPress host). It will be easy to update and tailored for growth so that it can host Pioneer's possible future offerings (i.e., podcasts, biogs, programs, etc.) as identified prior to build-out.

To begin the discovery process, we will hold a kickwoff meeting to review the project timeline and identify roles related to website development. During this meeting, we will discuss web requirements identified within the website strategy and any relevant integrations. We will review the current design and call out key dates that will inform the timeline. If this meeting defines additional integrations or web capabilities, the cost of the site could increase.

From this meeting, we will create the following deliverables in draft and final versions:
• Website brief
• Project timeline
• Site map
• Chatbot recommendations
Phase 2: Design and Content
Content is key to great design, so JSR will select the best content from your current site and identify missing content, based on our website strategy and approved site map. This contract includes up to 60 hours of proofing or writing additional content. Once our team has all the final content for each key page, the design process will begin.

JSR will create designs with the brand guide as a foundation and the website strategy as a compass. Plans may be shown as follows:
• JSR will create wireframes for complicated and interdependent relevant main pages. o Wireframe designs show rough layouts and content areas o We will meet to discuss the first draft of the wireframes; there will be two (2) rounds of revisions
• JSR will create a full homepage design after the wireframes are reviewed and approved.
o Includes up to two (2) rounds of revisions
• Once the homepage is finalized and approved, we will create full designs for up to three (3) internal pages, as identified in the sitemap/timeline discussion. o Includes one (1) round of revisions
It is essential to work through any content/design issues during this phase before moving on to the development of your site. Additional changes after this phase will result in a supplemental scope of work and will change the launch date accordingly.

This task does not include photography or videography.

Phase 3: Development, Content Entry, and Quality Assurance {QA} During the development phase, JSR will build your site in a password-protected demo environment.
• JSR will enter all final content (approved in Phase 2). • JSR Strategies will conduct an internal QA process before sending it for review. • Once final content and internal QA is complete, you will have one (1) round of edits specific to minor content, usability and design concerns. All major feature and design concerns will have been agreed to in the previous stages. • Once you give final approval, we'll be ready for the final project phase.

Phase 4 - Site Launch and Training
After approvals are completed, it is time to launch the site. The JSR Strategies team will ensure that the site is live and functioning on desktop and mobile platforms. Within four weeks of your site launch, JSR Strategies will host a project wrap-up meeting and provide training to ensure Pioneer staff are ready to take on the daily management of your site.

Chatbot
In order to complement Pioneer's efforts to be available to customers, JSR recommends creating a simple and automated chatbot on the Pioneer website. The chatbot will be run by artificial intelligence and provide customer service information to users 24/7. In addition to resolving quick issues or helping users navigate through the site, the chatbot can also ask questions and have clients provide feedback on their perceptions or experiences. This would provide an always-on opportunity for customers to provide feedback.

Partnership Value - $222,240
• Strategy, Creative, Social Management and Reporting - $86,305 • Additional Services - $39,935
• Media Plan - $56,000
• Website Strategy, Design and Development- $40,000

FOURTH AMENDMENT TO CONSUL TANT SERVICES AGREEMENT WITH JSR

STRATEGIES LLC FOR COMMUNICATIONS AND MARKETING SERVICES This Fourth Amendment to the Consultant Services Agreement with JSR Strategies, LLC, for Communications and Marketing Services ("Fourth Amendment") is made this 21 st of July 2022, by and between Pioneer Community Energy, a Joint Powers Agency formed under the laws of the State of California ("Pioneer") and JSR Strategies LLC, a California limited liability company ("JSR"), for the purposes of adding additional compensation and extending the time frame.

Now therefore, for good and valuable consideration, the amount and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Section 2 of the Agreement ("Payment") is amended in part to increase the total compensation of the Agreement by $471,142.00 for a total amount not-to-exceed of nine hundred and fifty-five thousand and fifty-two dollars ($955,052.00).

2. Exhibit A ("Scope of Services") of the Agreement is replaced in its entirety by Exhibit A, attached hereto.

3. Section 16 of the Agreement ("Contract Term") is amended to say, "This Agreement shall remain in place until the Scope of Services described in Attachment A is completed or June 30, 2023, whichever comes first. The contract may also be earlier terminated pursuant to Section 15 of this contract."

4. All other terms and conditions in the Agreement not otherwise modified by this Fourth 1 Amendment will remain in full force and effect.

In witness whereof, the Parties entered this Fourth Amendment on the date written above.

Pioneer Community Energy,
A Joint Powers Authority
Donald Eckert
Executive Director
Date: --------
Approved as to form:
lnder Khalsa
General Counsel for Pioneer
Date: --------
JSR Strategies, LLC
A California Limited Liability Company
Jessica Rhodes
Principal and Chief Executive Officer
Date:
2 Exhibit A
Scope of Services
Pioneer Community Energy - 2022 - 2023
Amendment #4
At the direction of Pioneer Community Energy's Director of Public Affairs, Marketing, and Programs and/or Executive Director and subject to the available budget, the Consultant will provide advisory and consulting services in the following areas for Pioneer's 2022-2023 fiscal year (for 11 calendar months, from August 1, 2022, through June 30, 2023).

Overview
Pioneer Community Energy is a locally owned provider of electricity - powering the communities of El Dorado and Placer County with competitive rates, reliable service and a choice in energy options.

Customers are at the heart of everything Pioneer does, which makes marketing and customer outreach essential to success and growth.

In collaboration with the Pioneer marketing and account teams, JSR will be responsible for the planning, preparation and execution of all items outlined in this Scope of Services to meet Pioneer's goals:
• Raising public awareness about Pioneer Community Energy and the value it provides to the communities it serves
• Prioritizing local engagement by listening to customers and enhancing relationships with residents and businesses
• Preparing for expansion 2024 into Nevada County and Grass Valley • Striving toward Pioneer's participation rate goal of 92% JSR's scope of work has been divided into three distinct tasks to meet these goals:
• Task 1: General Services
• Task 2: Website Services
• Task 3: Paid Media, Chatbot and Survey Management
Task 1: General Services
Task 1 represents communication and marketing efforts supporting Pioneer's core efforts. This includes all content, design and reporting for the following sub-tasks:
• Bolstering Public Awareness in Pioneer's Current Service Territory • Developing a Strategic Communication Plan for Expansion 2024 and Corresponding Efforts 3 • Social Media Management
• PR Support
• General Support, Account Management, Graphic Design and Reporting Bolstering Public Awareness in Pioneer's Current Service Territory - JSR will continue to support all efforts in Placer and El Dorado Counties, including managing a communications plan, all design and content for paid media elements or signage, including but not limited to the following:
• Direct mailers
• Calling scripts
• Newsprint advertisements
• Radio ads
• Postcards or flyers
• Digital and social media ads
• E-blast/Newsletter content or graphics
• Bus shelter or bench designs
• Printable packets
• Element revamp as requested
• Support with brand advancement
JSR recommends that Pioneer provide a single set of consolidated comments and up to two rounds of revisions whenever possible.

Deliverables Due Format
Draft written or designed deliverables Within timeframe as agreed upon by JSR and Word, PDF as agreed upon by JSR and Pioneer Pioneer
Final written or designed deliverables Within three (3) days of receipt of Pioneer's Word, PDF final comments
Strategic Communications for Expansion - JSR shall create a draft expansion marketing and outreach plan for Pioneer Community Energy's 2024 efforts including the following sections:
• Overview
• Communication Goals and Objectives
• Target Audiences (in Grass Valley and Nevada City)
• Strategic Message Platform
• Communications Strategy and Timeline
• Measurements of Success
4 s r,
Pioneer Community Energy will review the draft 2024 Expansion Outreach Plan and provide a single set of consolidated comments. JSR shall incorporate Pioneer Community Energy's comments and submit the final 2024 Expansion Outreach Plan.

In addition to concepts, JSR shall prepare recommended campaign content and assets for a minimum of two (2) campaign concepts.

Pioneer staff will review the draft 2024 Expansion Outreach Campaign and provide a single set of consolidated comments. Consultllnt shull incorporate Pioneer Community Energy comments and submit final 2024 Expansion Outreach Campaign creative.

Deliverables Due Format
Draft strategic communications plan Within timeframe as agreed upon by JSR and Word for expansion 2024 Pioneer
Final written strategic communications Within ten (10) days of receiving all of PDF plan for expansion 2024 Pioneer's final edits
Draft written or designed deliverables Within timeframe as agreed upon by JSR and Word, PDF as agreed upon by JSR and Pioneer Pioneer
Final written or designed deliverables Within ten (10) days of receiving all of PDF Pioneer's final edits
Social Media Management- JSR shall manage Pioneer Community Energy's social media accounts as recommended in the outreach plan. This will include Facebook, Instagram and Linkedin accounts for the duration of the contract. Community management, however, will be a shared responsibility with Pioneer staff. JSR will also support up to twelve content pieces for NextDoor.

Deliverables Due Format
Social media editorial calendar by Within timeframe as agreed upon by JSR monday.com channel and Pioneer
Monthly social media content and Within three (3) days of receipt of Word, PDF graphics Pioneer's final comments
Social media reporting Submitted monthly PDF
5 PR Support - JSR will prepare all aspects of the following as requested by Pioneer:
• Writing, editing, and disseminating press releases, media advisories and feature articles • Developing talking points on various projects and programs • Identifying, planning and coordinating special events • Arranging radio and television appearances for Pioneer staff as requested • Collaborating with local Public Information Officers in the region to spread key messages JSR will provide a draft of each written or designed deliverable for review and comment by Pioneer.

Deliverables Due Format
Draft written deliverables as agreed Within timeframe as agreed upon by JSR and Word upon by JSR and Pioneer Pioneer
Final written deliverables Within three (3) days of receipt of Pioneer's Word, PDF final comments
Press reporting from Critical Mention Submitted monthly PDF General Support, Account Management and Reporting - JSR will be available for up to one (1) hour-long (60-minute) phone meeting weekly and up to one (1) hour-long in-person meeting monthly. This task can also include executive requests or support with internal team training or handoffs.

JSR shall prepare and submit a monthly report detailing public outreach efforts conducted and media coverage during the prior month. Monthly reporting will include the following items. • Digital presence as relevant to the public engagement strategy, including:
o Social platforms
o Website
o Social impressions/engagements
o Partner e-news
• Total traditional and earned media, to include:
o News inquiries
o News releases issued
o Number of local news reports
JSR shall prepare and submit a final Program Year-End report, including a summary of the monthly reports and evaluation of each campaign element, with the relative effectiveness of each. JSR shall 6 include a recommendation for the continuation or elimination of each type of engagement with supporting documentation for each recommendation.

Deliverables Due Format
Monthly Summary Reports Monthly with invoice Word, PDF
Draft Program Year-End Report Within one (1) month of final campaign Word completion
Final Program Year-End Report Within ten (10) days of receiving all of Word, PDF Pioneer's final edits
Task 2: Website Services
Pioneer's website is the place people come to opt-out and, as such, is one of the company's key sales agents and the customer's first place to seek answers to their questions. Anywhere from 30- 1,300 people visit the site every day, and as such, the website is the organization's most essential customer resource center.

For $850/month, JSR's service includes:
• Managed premium hosting for 100,000 visits/month
• Paid plugin management of premium plugins (Elementor Pro and Add Ons, UserWay, Document Library, Yoast SEO, etc.)
• Availability for support and updates
• Website health and safety support up to 10 hours per month • Monthly maintenance, software updates, security
• Uptime, health, and security monitoring & repair of security issues • Quarterly web strategy meetings
• Up to 10 design development hours per month
Deliverables Due Format
Web Strategy Meeting Agenda and Quarterly Word, PDF
Follow-Up
Web Content or Design Elements Within two weeks of request from Pioneer PDF Task 3: Paid Media, Chatbot and Survey Management
Task 3 funds will be planned and billed as requested by Pioneer Community Energy and will not be part of regular billing until Pioneer staff agrees to use funds therein. Budgets, therefore, may fluctuate depending on Pioneer's priorities. Deliverables and tasks may include the following:

Paid Media Procurement and Management - As part of this contract, JSR will negotiate and oversee the implementation of all media purchasing on behalf of Pioneer. This oversight includes placement and rate negotiations, reconciliation and payment of invoices, active stewardship of 7 media programs to ensure optimal performance, and providing performance reports and billing backup at agreed-upon intervals.

Throughout the planning process, market-level nuances play a key role in informing our approach and channel selection. In parts of Placer und El Dorndo counties, it is import,mt to acknowledge that portions of the market do not have access to high-speed internet. The median ages in Placer and El Dorado counties are higher than in the rest of the state. These nuances will influence the way we think about and use media to influence audience segments.

Developing a media program that provides equitable reach throughout Pioneer's service area/territory and establishes Pioneer as a trusted community partner requires an integrated mix of offline and digital media tactics. Offline media will build and reinforce brand awareness among target audiences. Layered digital media tactics will connect with audience segments at all stages of the decision journey: awareness, consideration, conversion and loyalty.

Deliverables Due Format
Draft Media Plan 2022 Within forty-five ( 45) days of contract signing Excel Final Media Plan 2022 Within ten (10) days of receiving all of Excel Pioneer's final edits
Draft Media Plan 2023 Bv November 2022 Excel
Final Media Plan 2023 Within ten (10) days of receiving all of Excel Pioneer's final edits
Media Buy Documentation Monthly or as necessary With
Invoice
Customer Satisfaction and Outreach Surveys - JSR will either contract with an external vendor or conduct surveys on behalf of Pioneer.

JSR recommends implementing a 2022 digital customer satisfaction survey that mirrors the survey from 2019-2020 but expands into El Dorado and Placer counties to understand community perceptions throughout Pioneer's service territory and to compare customer satisfaction in 2022 with baseline data. JSR will create, promote and advertise the customer satisfaction survey. Pioneer will assist by directly calling business accounts. 8 JSR also recommends conducting two-way listening or surveys in expansion 2024 locations prior to expansion.

Deliverables May Include Due Format
Draft survey questions Within timeframe as agreed upon by JSR and Word Pioneer
Final survey deliverables Within three (3) days of receipt of Pioneer Word, PDF comments
Draft survey report Submitted within thirty (30) business days of PPT/PDF survey close
Final survey report Within ten (10) days of receiving all of PPT/PDF Pioneer's final edits
Chatbot - In order to complement Pioneer's efforts to be available to customers, JSR recommends creating a simple and automated chatbot on the Pioneer website. The chatbot will be run by artificial intelligence and provide customer service information to users 24/7.

Chatbot fees will depend on the platform selected and the complexity of the responses. JSR has indicated a draft list of deliverables should Pioneer choose to move forward with this option.

Deliverables Mav Include Due Format
Chatbot Alternatives Within timeframe as agreed upon by JSR and Word, PDF Pioneer
Draft chatbot script creation Within timeframe as agreed upon by JSR and Pioneer
Final chatbot script Within ten (10) days of receiving all of Pioneer's final edits
Implementation Within ten (10) days of receiving all of Pioneer's final edits
Timeline - August 1, 2022 - June 30, 2023
Partnership Value - $471,142.00
Word
Word
Digital
9 To maximize efficiency, JSR has segmented Task 1: General Services and Task 2: Website Services into fixed-rate fees, billed monthly, and variable costs from Task 3: Paid Media, Chatbot and Survey Management will be billed as used.
• Task 1: General Services- $306,992.00
o Approximately 1053 hours of time to support general public awareness in El Dorado and Placer counties
o Approximately 262 hours of staff time on expansion 2024 o Approximately Jl~ hours of social media management
o Approximately 289 hours of staff time toward supporting PR o Approximately 471 hours of general support/account meetings and reporting • Task 2: Website Services - $9,350.00
o Up to 110 hours of web design or development (10 per month) o Up to 110 hours of safety and security (10 per month) Costs for the following task will be billed as requested by Pioneer. • Task 3: Paid Media, Chatbot and Survey Management - $154,800.00 o Budgets for this task will be scoped and budgets approved separately JSR shall submit invoices monthly and have a net term of 30 days. Photography or videography services will be billed as incurred, and media plan dollars will be billed in installments. JSR Strategies will begin work when authorized in writing by the Client. 10

Page 1 of 1 ends

Staff Report – Item 1e
To: The Governing Board
From: Brad Koehn, Director of Finance and Administration Item 1e: Adopt Resolution Adjusting the Salary Schedule Date: 7/21/2022

RECOMMENDATION
Staff recommends the Board Adopt Resolution Adjusting the Salary Schedule.

BACKGROUND
The Board approved Strategic Plan identified five strategic priorities for Pioneer including Strategic Priority 3:

Employer of Choice. One of the objectives under this priority was the Board direction to conduct a biennial compensation and benefits study to ensure competitive wages and enhance employee retention.

Pioneer commissioned Bryce Consulting to complete a Compensation Study that compared Pioneer’s compensation and benefits to the market. Bryce Consulting has completed numerous compensation studies for other Community Choice Aggregators and other government entities. The Study’s market included CCA’s, Public Power entities, Cities with utilities, and regional special districts for a total of ten entities to discover the comparable positions in the market.

ANALYSIS & DISCUSSION
The Study revealed that salary ranges for certain positions have fallen behind the external market in which Pioneer competes for employees. Adjustments are necessary for five positions to set the Pioneer compensation at a 65-percentile compared to the other entities included in the Study. Those positions are Director of Finance and Administration, Director of Public Affairs, Marketing and Programs, Executive Director, Legislative and Regulatory Manager, and Senior Financial Analyst. The change in the salary ranges does not automatically trigger a salary increase for any employee. Rather, employees only advance thru the approved salary range based on performance which is evaluated at the time of the employee’s annual evaluation.

STRATEGIC PLAN
The recommended salary schedule modifications to the five positions 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 is estimated to cost less than $6,700 in FY 2022-23.

ATTACHMENTS

1. Resolution Adjusting the Salary Schedule
fJONEER

COMMUNITY ENERGY
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 July 21, 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 Board adopted a Pioneer Strategic Plan and Strategic Priority 3 is to be an Employer of Choice; and
WHEREAS, an Employer of Choice objective was to conduct a Compensation Study to compare Pioneer compensation and benefits to the external market where Pioneer competes for employees; and
WHEREAS, the Compensation Study identified Pioneer positions to similar positions from ten entities, including Community Choice Aggregators, Public Power entities, Municipalities with utilities and regional special districts; and
WHEREAS, the Compensation Study identified that salary range adjustments are necessary for five positions for Pioneer to be at a 65-percentile comparison; and WHEREAS, no employee will automatically receive a salary increase based on the salary range adjustment; and
WHEREAS, employee salaries only advance through the salary range based on performance and only at the employees annual evaluation; therefore
In the matter of: Approve Adjusting the Salary
Schedule
Resolution No. ___

Page 2 ends

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 salary ranges on the Salary Schedule will be adjusted for the Director of Finance and Administration, Director of Public Affairs, Marketing and Programs, Executive Director, Legislative and Regulatory Manager, and Senior Financial Analyst as shown on Attachment A and will be effective July 4, 2022.

3. This Resolution shall take effect immediately upon its adoption.

Attachments:

A: Fiscal Year 2022-23 Salary Schedule
Class/Position Title Minimum Maximum Minimum Maximum
Administrative Assistant $50,138 $74,957 $50,138 $74,957 Account Representative I $76,275 $114,032 $76,275 $114,032 Account Representative II $83,903 $125,434 $83,903 $125,434 Board Clerk/Executive Assistant $73,182 $109,407 $73,182 $109,407 Chief Operating Officer $199,593 $298,392 $199,593 $298,392 Director of Finance and Administration $150,919 $225,623 $165,126 $246,852 Director of Public Affairs, Marketing and Programs $150,919 $225,623 $165,126 $246,852 Executive Director $221,770 $331,548 $239,314 $357,773
Financial and Administrative Analyst I $70,372 $105,205 $70,372 $105,205 Financial and Administrative Analyst II $77,409 $115,726 $77,409 $115,726 Internal Operations Coordinator $99,529 $148,794 $99,529 $148,794 Key Accounts Manager $106,063 $158,564 $106,063 $158,564 Legislative and Regulatory Analyst I $88,978 $133,023 $88,978 $133,023 Legislative and Regulatory Analyst II $97,876 $146,325 $97,876 $146,325 Legislative and Regulatory Manager $112,557 $168,274 $117,389 $175,495 Management Analyst $88,978 $133,023 $88,978 $133,023
Power Resources Manager $112,557 $168,274 $112,557 $168,274 Power Resources Analyst I $88,458 $132,245 $88,458 $132,245 Power Supply Contract Manager $112,557 $168,274 $112,557 $168,274 Program Manager $99,529 $148,794 $99,529 $148,794
Program Specialist I $90,479 $135,268 $90,479 $135,268
Senior Commercial Coordinator $99,529 $148,794 $99,529 $148,794 Senior Financial Analyst $88,978 $133,023 $98,350 $147,027 Senior Manager, Quantitative Analysis and Modeling $112,557 $168,274 $112,557 $168,274 Senior Residential Coordinator $99,529 $148,794 $99,529 $148,794 Highlighted positions are recommended to be adjusted based on the Compensation Study.

Attachment A
SALARY SCHEDULE FISCAL YEAR 2022-23
Current Approved Salary Schedule Proposed Comp Study Adjustment Effective July 4, 2022

Page 1 of 2 ends

Staff Report – Item 1f
To: The Governing Board
From: Brad Koehn, Director of Finance and Administration Item 1f: Adopt Resolution to Approve 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: 7/21/2022

RECOMMENDATION
Staff recommends the Board Adopt Resolution to Approve 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
The approval of the new job descriptions had been included with the Budget discussion at the June 16th, 2022.

Staff requested that the job description approval be considered at a later date to allow for further review and refinement of the job descriptions.

ANALYSIS & DISCUSSION
Personnel
Fiscal Year 2021-22 authorized 13 full time positions and the fiscal year 2022-23 Budget proposes an increase in staffing to 17 full time positions and one part time position.

New Positions Job Descriptions
Included in the fiscal year 2022-23 Budget:
• 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.

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:
fJONEER

COMMUNITY ENERGY
Agenda Item: 1f Agenda Date: 7/21/2022

Page 2 of 2 ends

• Internal Operations Coordinator supports internal operations such as information technology, cybersecurity, facility management, related operational activities and provides a variety of professional and technical support to management.
• Senior Residential Coordinator develops and implements strategies related to customer care, customer communications, residential program support and billing analysis and supports communications and marketing efforts.

Need expected in a future fiscal year
Not included in the fiscal year 2022-23 Budget, but anticipated in the future:
• Residential Coordinator is a journeyman in the customer service career path series.

FISCAL IMPACT
The approval of the job descriptions does not have a financial impact.

ATTACHMENTS

1. Resolution 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 July 21, 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 Board has approved the Fiscal Year 2022-23 Budget; and WHEREAS, the 2021-2024 Strategic Plan informed the Budget development; and WHEREAS, the Budget programmed additional staffing positions for Fiscal Year 2022-23; and WHEREAS, certain existing staff have transitioned to other responsibilities and new Job Descriptions are necessary; and
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. 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 amend and modify job descriptions for compliance with applicable laws and regulations, recommended best practices, address operational needs or Board direction.

In the matter of: 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. ___

Page 2 ends

2 3. This Resolution shall take effect immediately upon its adoption.

Attachments:

A: Job Descriptions for Internal Operations Coordinator, Program Manager, Residential Coordinator, Senior Manager-Quantitative Analysis and Modeling, Senior Commercial Coordinator, and Senior Residential Coordinator
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.
• 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.

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.

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.

Certificates, Licenses, Registrations: A current CA driver’s license and proof of auto insurance are required.

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.

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.

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
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 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.

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 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.

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.

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.

Certificates, Licenses, Registrations: A current CA driver’s license and proof of auto insurance are required.

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:
• 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.

I certify that I possess all of the “Essential Requirements” of the job outlined herein, except as noted here (If none, so state):

I do not require an accommodation in order to perform the essential functions of this job as indicated in this job description.

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
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.
• 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.

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.

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.

Computer Skills: To perform this job successfully, an individual should have knowledge of Internet software and the Microsoft Office Suite of products.

Certificates, Licenses, Registrations: A current CA driver’s license and proof of auto insurance are required.

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.

I certify that I possess all of the “Essential Requirements” of the job outlined herein, except as noted here (If none, so state):

I do not require an accommodation in order to perform the essential functions of this job as indicated in this job description.

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. • 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:

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.

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.

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.

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.

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.
• 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.

I certify that I possess all of the “Essential Requirements” of the job outlined herein, except as noted here (If none, so state):

I do not require an accommodation in order to perform the essential functions of this job as indicated in this job description.

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
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.
• 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:

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.

8. Attendance/Punctuality – Is consistently at work and on time; Ensures work responsibilities are covered when absent; Arrives at meetings and appointments on time.

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.

Computer Skills: To perform this job successfully, an individual should have knowledge of Internet software and the Microsoft Office Suite of products.

Certificates, Licenses, Registrations: A current CA driver’s license and proof of auto insurance are required.

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.

I certify that I possess all of the “Essential Requirements” of the job outlined herein, except as noted here (If none, so state):

I do not require an accommodation in order to perform the essential functions of this job as indicated in this job description.

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.

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:

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.

8. Attendance/Punctuality – Is consistently at work and on time; Ensures work responsibilities are covered when absent; Arrives at meetings and appointments on time.

Four years of increasingly responsible customer-facing experience.

Computer Skills: To perform this job successfully, an individual should have knowledge of Internet software and the Microsoft Office Suite of products.

Certificates, Licenses, Registrations: A current CA driver’s license and proof of auto insurance are required.

Other Skills and Abilities:

I certify that I possess all of the “Essential Requirements” of the job outlined herein, except as noted here (If none, so state):

I do not require an accommodation in order to perform the essential functions of this job as indicated in this job description.

Page 1 of 3 ends

Staff Report – Item 2
To: The Governing Board
From: Don Eckert, Executive Director
Item 2: Adopt Resolution Providing Pioneer Community Energy Associate Membership to the California Community Choice Financing Authority Joint Powers Agreement Date: 7/21/2022

RECOMMENDATION
Adopt Resolution authorizing the execution of a Joint Powers Agreement (“JPA”) providing Pioneer Community Energy (“Pioneer”) associate membership to the California Community Choice Financing Authority (“CCCFA”) to issue municipal bonds for energy prepay transactions. There is a one-time $50,000 membership fee to join CCCFA.

BACKGROUND
At the March 3, 2022, Audit & Finance Committee, the Committee received a presentation from PFM Financial Advisors providing an overview of the prepay transaction. The Committee unanimously approved the issuance of a Request for Proposal (“RFP”) for prepay suppliers (“Bank”). At the May 11, 2022, Audit & Finance Committee, the Committee received an update on the closing of the RFP and the selection of Goldman Sachs as the bank.

At the May 19, 2022, Governing Board meeting, the Board received an overview of the prepay transaction from PFM Financial Advisors. At the June 16, 2022, Governing Board meeting, the Board approved the Executive Director to execute professional services agreements for legal and financial support of the 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 (“CCAs”) that enables a meaningful power procurement cost savings opportunity. The prepayment structure has historically been utilized for natural gas procurement and is now being applied towards renewable energy. A number of other CCAs have either completed or in the process of completing a similar structure.

ANALYSIS & DISCUSSION
The chart below illustrates the transaction with the recommendation focused on the municipal conduit role:
fJONEER

COMMUNITY ENERGY
Agenda Item: 2 Agenda Date: 7/21/2022

Page 2 of 3 ends

Prepays utilize the municipal bond market and therefore need a bond issuing entity in order to participate. The issuing entity is the final party to the prepay transaction that Pioneer needs to secure to fully prepare to transact.

While there are “issuers for hire” in the California municipal bond market, the primary reasons for Pioneer to join the CCCFA include an organization founded by CCAs with like-minded members, control and oversight in the bond issuance process and cost savings. Utilizing an available issuance JPA can exceed $200,000 annually while the operating costs of CCCFA will be minimal and the membership fee very competitive.

California Community Choice Financing Authority Overview The Joint Exercise of Powers Act, California Government Code Section 6500 et seq. (“The Act”), permits two or more public agencies to create, by agreement, a joint powers authority for the purpose of jointly exercising any common powers and certain additional powers provided for in the Act, including the power to issue bonds for the purposes specified in the Act. East Bay Community Energy, Silicon Valley Clean Energy, Marin Clean Energy and Central Coast Community Energy are the founding members of CCCFA with the purpose of the JPA to serve as a conduit financing joint powers authority. CCCFA’s objective will be to undertake the financing or refinancing of energy prepayments that can be financed with tax advantaged bonds on behalf of one or more of its members by, among other things, issuing or incurring bonds and entering into related contracts with its members. By entering in the CCCFA JPA Agreement, Pioneer will have the opportunity, but not the obligation, to structure a prepay transaction and issue the bonds through CCCFA. This is a project financing based public agency, rather than policy making agency. It is not intended to be a policy maker nor advocate, though it may, from time to time, advance or support public policies in support of its purpose that do not conflict with interests or policies advanced by any Member.

Membership Options
There are two membership options: (1) associate membership and (2) founding membership. The primary difference between the options is the founding membership option requires Pioneer to appoint a representative to serve on CCCFA’s Board of Directors. Due to the Board represented by other CCAs that operate in the best interest of CCAs and Pioneer most likely will only be engaging in one prepay transaction, staff recommends the associate membership option.

Non-Resource Debt
It is important to note that the CCCFA JPA will be the counterparty with the Prepay Supplier in the prepay transaction, and therefore the counterparty to all the underlying agreements. That is, Pioneer will sign an agreement with the CCCFA JPA, and the CCCFA JPA will be the entity to sign all the rest of the transaction documents. Under California law and the JPA Agreement, the CCCFA will be a public entity separate and apart from the parties to the JPA Agreement, and the debts, liabilities and obligations of the CCCFA will not constitute debts, liabilities or obligations of Pioneer.

PREPAY BUYER
(CCA)

NON-RECOURSE

TAX EXEMPT
BONDS
EXISTING PPA's
TO BE

ASSIGNED

MUNICIPAL

CONDUIT

EXISTING PPA

COUNTERPARTY
PREPAY

SUPPLIER
(BANK)

CONTRACT PRICE LESS DISOUNT
MWh's + REC's

CONTRACT PRICE
PREPAYMENT $
MWh's + REC's + DEBT

SERVICE
BOND

PROCEEDS
DEBT

SERVICE
CONTRACT PRICE MWh's + REC's
◄----------------------------------
Agenda Item: 2 Agenda Date: 7/21/2022

Page 3 of 3 ends

Timeline
Staff has begun prepay structuring and document negotiations with Goldman Sachs. The targeted timeline is to have draft documents prepared for a deal execution by the October Board meeting but no later than the end of the 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
The recommendation will have the following fiscal impacts:
1) $50,000 one-time membership fee to join CCCFA
a. Used to capitalize CCCFA and place all members on equal footing b. CCCFA Board determines the use of the funds
2) General and Administrative cost including the annual budget and any additional CCCFA liabilities are shared equally among all members.
a. Historically, general and administrative costs have average approximately $100,000 shared amongst four members
3) Up-front and ongoing deal-specific costs are the exclusive responsibility of those members participating in their specific prepayment transaction. Costs related to Pioneer’s prepay transaction is the responsibility of Pioneer but also Pioneer is not liable for another member’s prepay transaction either
It is important to note the financial benefit upon execution of this transaction is to achieve an 7-10% 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 agreement allowing Pioneer to join the Community Choice Financing Authority as an associate member 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 July 21, 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 on a tax advantaged basis enables a meaningful power procurement cost savings opportunity in which Pioneer Community Energy (“Pioneer”) utilizes its tax-exempt status to access the municipal bond market to prepay existing energy supply contracts at a discount rate; and
WHEREAS, long-term power prepay transactions utilize the municipal bond market and therefore Pioneer requires a bond issuing entity in order to participate; and WHEREAS, the California Community Choice Financing Authority (“CCCFA”) is a joint exercise of powers agency established under California Government Code sections 6500 et seq. (the “JPA Law”) and a Joint Powers Agreement (the “CCCFA Joint Powers Agreement”) among various California Community Choice Aggregators for the purpose of undertaking the financing and refinancing of energy prepayments that can be financed with tax advantaged bonds on behalf of one or more of its members by, among other things, issuing or incurring bonds and entering into related contracts; and
WHEREAS, Pioneer has determined that CCCFA is the best-fit least-cost option for a bond issuing entity to enable Pioneer to participate in one or more energy prepayment transactions; and
In the matter of: RESOLUTION TO APPROVE AND

AUTHORIZE THE EXECUTUTION OF A JOINT

POWERS AGREEMENT PROVIDING PIONEER

COMMUNITY ENERGY ASSOCIATE MEMBERSHIP

TO THE CALIFORNIA COMMUNITY CHOICE

FINANCING AUTHORITY TO ISSUE MUNICIPAL

BONDS FOR ENERGY PREPAY TRANSACTION
2 WHEREAS, for CCCFA to finance or refinance energy prepayments and issue bonds on behalf of Pioneer, Pioneer must become a member of CCCFA; and
WHEREAS, Pioneer is a community choice aggregator, as such term is defined in Section 333.1 of the California Public Utilities Code, that is a public agency, as such term is defined in the JPA Law, which has implemented a CCA program pursuant to Section 366.2 of the California Public Utilities Code and possesses the power to purchase and sell electric energy and enter into related contracts for such purposes and, therefore, Pioneer is eligible to become a member of CCCFA pursuant to the terms of the CCCFA Joint Powers Agreement; and WHEREAS, Pioneer desires to become an associate member of CCCFA; and WHEREAS, to become an associate member of CCCFA, the Governing Board of Pioneer must approve the CCCFA Joint Powers Agreement and the execution thereof and request associate membership in CCCFA and Pioneer must execute the CCCFA Joint Powers Agreement, file an executed counterpart thereof with CCCFA and pay a one-time membership fee for its share of organization, planning and other related costs of CCCFA; and WHEREAS, the one-time membership fee shall not exceed $50,000.

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 the CCCFA Joint Powers Agreement, authorizes the Executive Director or designee to execute the CCCFA Joint Powers Agreement, and requests that Pioneer become an associate member of CCCFA.

3. The officers, employees and agents of Pioneer are hereby authorized and directed, jointly and severally, to execute and deliver any and all documents, agreements and instruments and to do any and all things which they may deem necessary or advisable to carry out, give effect to and comply with the terms and intent of the CCCFA Joint Powers Agreement and this Resolution.

4. This Resolution shall take effect immediately upon its adoption.

Exhibit A: Memorandum from California Community Choice Financing Authority Exhibit B: California Community Choice Financing Authority Joint Powers Agreement Exhibit C: California Community Choice Financing Authority By-Laws Resolution 2022-xx

Page 2 ends

An Issuer for
Community Choice Aggregator
Prepayment Transactions
Opportunity
The California Community Choice Financing Authority (CCCFA) serves as a bond issuer for California Community Choice Aggregator (CCA) prepayment transactions. All California CCAs are invited to request membership, subject to a vote of the CCCFA Board of Directors. There are two membership paths:
• Associate Membership – allows the member to issue bonds for prepayment transactions subject to a Board vote with no requirement to participate in Board meetings
• Founding Membership – allows the member to issue bonds for prepayment transactions subject to a Board vote and requires the member to appoint a representative to serve on CCCFA’s Board of Directors
To request membership with CCCFA, please contact [email protected].

Costs and Fees
(1) $50,000 one-time membership fee to join CCCFA
• used to capitalize CCCFA and place all members on equal footing • CCCFA Board determines use of funds
(2) General and administrative costs including the annual budget and any additional CCCFA liabilities are shared equally among all members
• annualized costs for the first two years of operation (2021-2022) are under $100,000
• there are currently four members of CCCFA
(3) Up-front and ongoing deal-specific costs are the exclusive responsibility of those members participating in their specific prepayment transaction. Examples of these costs include:
• rating agency fees
• underwriter fees
• attorney fees
• financial advisor fees
• incremental accounting fees
• arbitrage rebate compliance
services
• dissemination agent services
• trustee fees
CCC California Community Choice
FA,---- Financing Authority
Key Resources for CCAs Considering Membership
Website:
https://www.cccfa.org
JPA Agreement:
https://www.cccfa.org/uploads/1/3/8/3/138337146/cccfa_joint_powers_authority_agreeme nt.pdf
Bylaws:
https://www.cccfa.org/uploads/1/3/8/3/138337146/cccfa_bylaws.pdf DocuSign Envelope ID: B092A4FF-5173-466E-888B-E55834438D0E

CALIFORNIA COMMUNITY CHOICE FINANCING AUTHORITY

JOINT POWERS AGREEMENT
This Joint Powers Agreement (this "Agreement") is made by and among those public agencies who are signatories to this Agreement, and those public agencies which may hereafter become signatories to this Agreement (all such parties, except those which have withdrawn as provided herein, are referred to herein as the "Members" and those parties initially executing this Agreement are referred to as the "Founding Members"), creating a separate joint powers agency, which is named "California Community Choice Financing Authority" ("CCCF A").

WITNESS ETH
WHEREAS, each Member is a "community choice aggregator," as that term is defined in Section 331.1 of the Public Utilities Code of the State of California (the "Public Utilities Code"), having duly adopted, established and implemented a community choice aggregation program pursuant to Section 366.2 of the Public Utilities Code, with the authority to group retail electricity customers to solicit bids, broker, and contract for electricity and energy services for those customers, and to enter into agreements for services to facilitate the sale and purchase of electricity and other related services, and to study, promote, develop, conduct, operate and manage energy-related programs; and
WHEREAS, each Member is a "public agency," as that term is defined in Section 6500 of the Government Code of the State of California ( the "Government Code"); and WHEREAS, Chapter 5 of Division 7 of Title 1 of the Government Code, being Section 6500 and following (the "Act"), authorizes a joint exercise by two or more public agencies of any power which is common to each of them and the creation of an entity that is separate from the parties to the joint exercise of powers agreement; and
WHEREAS, it is to the mutual benefit of the Members and in the public interest that an agency by the name of the California Community Choice Financing Authority be created, by which the Members jointly exercise for their common benefit and for the purposes specified herein certain powers that they have in common or are otherwise provided for by applicable law, including but not limited to (i) the acquisition and operation of power supplies, resource adequacy and renewable attributes, and (ii) the provision of other energy services or programs which may be of benefit to one or more Members; and WHEREAS, the Act conveys upon joint exercise of powers authorities certain additional powers, including but not limited to the power to issue revenue bonds and incur other evidences of indebtedness for such purposes as are specified in the Act; and
WHEREAS, CCCFA's purpose is to assist Members by undertaking the financing or refinancing of energy prepayments that can be financed with tax advantaged bonds on behalf of one or more of the Members by, among other things, issuing or incurring Bonds (as such term is defined herein) and entering into related contracts with Members.

NOW, THEREFORE, the Members, for and in consideration of the mutual promises and agreements herein contained, do hereby agree as follows:
1 DocuSign Envelope ID: B092A4FF-5173-466E-888B-E55834438D0E Article I. DEFINITIONS
In addition to the other terms defined herein, the following terms, whether in the singular or in the plural, when used herein and initially capitalized, shall have the meanings specified throughout this Agreement.

Section 1.01 "Act" means Chapter 5 of Division 7 of Title 1 of the Government Code (Section 6500 et seq.), as supplemented and amended from time to time, including without limitation the Marks-Roos Local Bond Pooling Act of 1985.

Section 1.02 "Agreement" means this Joint Powers Agreement, as it may be supplemented and amended from time to time in accordance with the terms hereof.

Section 1.03 "Associate Member" means any Public CCA Agency that is a signatory to this Agreement and that has met the requirements of Section 3.02 below to become an Associate Member. The term "Associate Member" shall, however, exclude any Associate Member which shall have withdrawn or been excluded from CCCFA pursuant to Section 3.04 below.

Section 1.04 "Board" means the Board of Directors of CCCF A as established by this Agreement.

Section 1.05 "Bonds" means bonds, notes, commercial paper, installment purchase, lease purchase and similar agreements and certificates of participation therein, and any other evidences of indebtedness.

Section 1.06 "CCCFA" means the California Community Choice Financing Authority, the Joint Powers Authority established by this Agreement.

Section 1.07 "Director" means each Director duly appointed and serving on the Board as provided in Article IV of this Agreement.

Section 1.08 "Founding Member" means each of the Public CCA Agencies initially executing this Agreement, and any Public CCA Agency that becomes a Founding Member pursuant to Section 3.01 below.

The term "Founding Member" shall, however, exclude any Founding Member which shall have withdrawn or been excluded from CCCF A pursuant to Section 3.04 below. The initial Founding Members are Central Coast Community Energy, East Bay Community Energy, Marin Clean Energy, and Silicon Valley Clean Energy.

Section 1.09 "Government Code" means the Government Code of the State of California.

Section 1.10 "Member" means a Founding Member or an Associate Member.

Section 1.11 "Prepayment Project" means, in connection with the financing or refinancing of energy prepayments that can be financed with tax advantaged bonds and other obligations: (i) the purchase and sale of electric energy and associated capacity and environmental attributes, (ii) the design, acquisition, maintenance, or operation of any Public Capital Improvement (as defined in the Act) or other facility or improvement, or the leasing thereof, (iii) the provision of working capital, and (iv) any other project, program, public capital improvement or purpose authorized by the Act or other law to be undertaken, financed, or refinanced by CCCFA, subject to CCCFA's approval of an application from one or more Members for support of such project, program, public capital improvement or authorized purpose and in connection with the financing or refinancing of energy prepayments that can be financed with tax advantaged bonds and other obligations.

Section 1.12 "Prepayment Project Contract" means a contract among any Members and CCCF A in connection with the undertaking, financing or refinancing of a Prepayment Project by such Members and CCCF A in accordance with the terms of this Agreement.
2 DocuSign Envelope ID: B092A4FF-5173-466E-888B-E55834438D0E Section 1.13 "Public CCA Agency" means any community choice aggregator, as such term is defined in Section 331.1 of the Public Utilities Code, that is a public agency, as such term is defined in the Act, which has implemented a CCA program pursuant to Section 366.2 of the Public Utilities Code.

Section 1.14 "Public Utilities Code" means the Public Utilities Code of the State of California.

Article II. FORMATION OF AUTHORITY
Section 2.01 Creation of CCCFA. Pursuant to the Act, there is hereby created a public entity, to be known as the "California Community Choice Financing Authority," which shall be a public entity separate and apart from its Members. The debts, liabilities and obligations of CCCF A shall not constitute debt, liabilities or obligations of any Member.

Section 2.02 Purpose. This Agreement is made, and CCCF A is being established, pursuant to the Act to provide for the joint exercise of powers common to the parties hereto to assist the Members in financing or refinancing energy prepayments that can be financed with tax advantaged bonds and other obligations on behalf of one or more of the Members, including by undertaking, financing or refinancing Prepayment Projects on behalf of one or more of the Members and/or CCCF A, all as further described in Section 2.03 hereof. CCCF A will fulfill the purposes of this Agreement by, among other things, undertaking the sale and issuance or incurrence of Bonds to finance or refinance Prepayment Projects on behalf of one or more of the Members and/or CCCF A in accordance with the Act. CCCF A is not being formed for the purposes of providing municipal services within the meaning of Section 6503 .6 or Section 6503 .8 of the Act.

Section 2.03 Powers. CCCF A, in its own name, shall have any and all power to undertake Prepayment Projects on behalf of one or more of the Members and/or CCCF A, and to finance or refinance such Prepayment Projects through the sale and issuance or incurring of Bonds for the purposes set forth in Section 2.02 hereof.

CCCF A is empowered to exercise any and all common powers of the Members, and any other powers provided to it by any applicable laws, beneficial for the issuance or incurrence from time to time of such Bonds pursuant to Article VII hereof. Without limiting the generality of the foregoing, CCCF A, in its own name, shall have the power:
(a) to acquire, purchase, finance, operate, maintain, utilize and/or dispose of one or more Prepayment Projects and any facilities, programs or other authorized costs relating thereto; (b) to make and enter contracts (including without limitation interest rate, commodity, basis and similar hedging contracts intended to hedge payment, rate, cost or similar exposure); (c) to employ agents and employees;
( d) to acquire, manage, maintain or operate any building, works or improvements; (e) to acquire, hold, lease or dispose of property;
(f) to incur debts (including without limitation through the issuance or incurrence of Bonds), liabilities or obligations (which shall not constitute debts, liabilities, or obligations of any of the Members); (g) to sue and be sued in its own name;
(h) to receive gifts, contributions and donations of real or personal property, funds, services and other forms of assistance from any source;
(i) to receive, collect, invest and disburse moneys;
U) to apply for, accept, and receive all licenses, permits, grants, loans or other aids from any federal, state, or local public agency;
(k) to make and enter into service agreements relating to the provision of services necessary to plan, implement, operate and administer energy-related programs; (I) to defend, hold harmless, and indemnify, to the fullest extent permitted by law, each Member from any liability, claims, suits, or other actions;
3 DocuSign Envelope ID: B092A4FF-5173-466E-888B-E55834438D0E (m) to exercise any other power and take any other action permitted by law to accomplish the purposes of this Agreement.

Such powers shall be exercised by CCCF A subject only to such restrictions upon the manner of exercising such power as are imposed upon Silicon Valley Clean Energy in the exercise of similar powers, as provided in Section 6509 of the Act, and, should Silicon Valley Clean Energy withdraw or be excluded from this Agreement pursuant to Section 3.04 hereof, the manner of exercising any power shall be subject only to the restrictions upon the manner of exercising such powers as are imposed upon Marin Clean Energy in the exercise of similar powers; provided, however, that nothing herein shall limit the powers of CCCF A under Article 4 of the Act.

Any Bonds issued or incurred by CCCF A shall not constitute general obligations of CCCF A, but shall be payable solely from the moneys pledged to the payment of principal of or interest on such Bonds under the terms of the resolution, indenture, trust agreement or other instrument pursuant to which the Bonds are issued or incurred, as further described in Article VII hereof. Such Bonds shall not constitute debts, liabilities or obligations of the Members.

Any of the Prepayment Projects acquired, financed or refinanced by CCCF A shall be operated by a Member or CCCF A for and on behalf of CCCF A, either directly or pursuant to contract or agreement with a third party designated by the applicable Member or Members and approved by CCCF A. None of the Members or CCCF A shall have liability for the breach, negligence or willful misconduct of any such third party.

Article III. MEMBERSHIP
Section 3.01 Founding Members. A Public CCA Agency will be qualified to join as a Founding Member only if it possesses the power to purchase and sell electric energy and enter into related contracts for such purposes. Public CCA Agencies may be added as parties to this Agreement and become Founding Members, and existing Associate Members may be elevated to Founding Members, upon: (1) the filing by such Public CCA Agency with the Board of an executed counterpart of this Agreement, together with a copy of the resolution of the governing body of such Public CCA Agency approving this Agreement and the execution and delivery hereof, and requesting to be added as a Founding Member of CCCF A; (2) the approval at a regular or special meeting of the Board by at least two-thirds (2/3) of the entire Board, and the adoption of a resolution of the Board approving the addition of such Public CCA Agency as a Founding Member; and (3) the deposit with, or the written agreement to pay to, CCCF A a share of organization, planning and other costs and charges as determined by the Board to be appropriate, if any. Upon satisfaction of such conditions, the Board shall file such executed counterpart of this Agreement as an amendment hereto, effective upon such filing. Upon completion of the foregoing, the Public CCA Agency shall become a Founding Member for all purposes of this Agreement.

Section 3.02 Associate Members. A Public CCA Agency will be qualified to join as an Associate Member only if it possesses the power to purchase and sell electric energy and enter into related contracts for such purposes. Public CCA Agencies may be added as Associate Members ofCCCFA upon: (1) the filing by such Public CCA Agency with the Board of an executed counterpart of this Agreement, together with a copy of the resolution of the governing body of such Public CCA Agency approving this Agreement and the execution and delivery hereof, and requesting to be added as an Associate Member of CCCF A; (2) the approval at a regular or special meeting of the Board by a majority vote of the Directors in attendance, provided a quorum is established and maintained, and the adoption of a resolution of the Board approving the addition of such Public CCA Agency as an Associate Member; and (3) the deposit with, or the written agreement to pay to, CCCF A a share of organization, planning and other costs and charges as determined by the Board to be appropriate, if any. Upon satisfaction of such conditions, the Board shall file such executed counterpart of this Agreement as an amendment hereto, effective upon such filing. Upon completion of the foregoing, the Public CCA Agency shall become an Associate Member for all purposes of this Agreement. 4 DocuSign Envelope ID: B092A4FF-5173-466E-888B-E55834438D0E Section 3.03 Cost Allocations.
(a) Unless otherwise determined by a two-thirds (2/3) vote of the entire Board, each Member shall pay an equal share of one Member one share for general and administrative costs as determined by the Board associated with all operations of CCCF A. General and administrative costs do not include any costs that relate solely to any specific Prepayment Project Contract. (b) The costs of each Prepayment Project shall be allocated solely to the Member or Members undertaking or pai1icipating in such Prepayment Project or on whose behalf CCCF A undertakes such Prepayment Project, which allocation shall be described in a Prepayment Project Contract relating to such Prepayment Project.

Section 3.04 Withdrawal or Exclusion of Member.
(a) Any Member may withdraw from CCCF A upon the following conditions:
(i) The Member shall have filed with the Board Secretary a certified copy of a resolution of its governing body expressing its desire to so withdraw. If a Founding Member files a resolution to withdraw with the Board Secretary, that Founding Member no longer has any voting rights on the Board;
(ii) Members undertaking or participating in Prepayment Projects or on whose behalf CCCFA undertakes a Prepayment Project shall remain subject to the cost allocation, participation and withdrawal terms and conditions, as applicable, set forth in the applicable Prepayment Project Contract; and
(iii) Prior to the Board accepting the Member's filing of such resolution, any Member so terminating shall be obligated to pay its share of general and administrative costs then due. However, this obligation shall take into account any refunds due to the Member and shall not extend to debts, liabilities and obligations of CCCF A. The debts, liabilities and obligations of CCPF A shall not constitute debt, liabilities or obligations of any Member.
(iv) No such withdrawal shall, or shall be permitted ifit would, result in (a) CCCFA having fewer than three Founding Members; or (b) the dissolution of CCCF A so long as any Bonds remain outstanding under any resolution, indenture, trust agreement or other instrument pursuant to which such Bonds are issued or incurred. (b) Upon compliance with the conditions specified in Section 3.04(a), the Board shall accept the withdrawing Member's resolution and the withdrawing Member shall no longer be considered a Member for any reason or purpose under this Agreement and its rights and obligations under this Agreement shall terminate. The withdrawal of a Member shall not affect any obligations of such Member under any Prepayment Project Contract or other program agreement. (c) Any Member which has (i) defaulted under this Agreement, a Prepayment Project Contract, or other program agreement, (ii) if such Member is a Founding Member, failed to appoint a Director to serve on the Board in accordance with Section 4.02 below, or (iii) failed to pay any required share of costs in accordance with Sections 3.01, 3.02, and 3.03 above, may have its rights under this Agreement terminated and may be excluded from participation in CCCF A by the vote (taken at a regular or special meeting of the Board) of at least two-thirds (2/3) of the entire Board (including the Director representing the defaulting Member, if such Member is a Founding Member). Prior to any vote to terminate participation of any Member, written 5 DocuSign Envelope ID: B092A4FF-5173-466E-888B-E55834438D0E notice of the proposed termination and the reason(s) for such termination shall be delivered to the Member whose termination is proposed at least 60 days prior to the Board meeting at which such matter shall first be discussed as an agenda item. The written notice of the proposed termination shall specify the particular provisions of this Agreement or a Prepayment Project Contract or other program agreement which the Member has allegedly defaulted on, or whether the proposed termination is based on failure to appoint a Director (if such Member is a Founding Member) or pay any required share of costs. The Member subject to possible termination shall have the opportunity to cure the violation prior to the meeting at which termination will be considered. At the meeting where termination of the Member is considered, the Member shall be given the opportunity to respond to any reasons and allegations that may be cited as a basis for termination prior to a termination vote. Any excluded Member shall continue to be liable for its obligations under any Prepayment Project Contract or other program agreement and for any unpaid contribution, payment, or advance approved by the Board prior to such Member's exclusion. No such termination shall, or shall be permitted if it would, result in ( a) CCCF A having fewer than three Founding Members; or (b) the dissolution ofCCCFA so long as any Bonds remain outstanding under any resolution, indenture, trust agreement or other instrument pursuant to which such Bonds are issued or incurred.
( d) The withdrawal or termination of a Member shall not affect the provisions or obligations set forth in Article VIII or Section 11.04 below.

Section 3.05 Contributions and Advances. Contributions or advances of public funds and of personnel, equipment or property may be made to CCCF A by any Member for any of the purposes of this Agreement.

Payment of public funds may be made to defray the cost of such purpose. Any such advance shall be made subject to repayment, and shall be repaid in the manner agreed upon by such Member and CCCF A at the time of making such advance. It is mutually understood and agreed that no Member is under any obligation to make advances or contributions to CCCF A to provide for the costs and expenses of administration of CCCF A, even though any Member, in its sole discretion, may do so. Any Founding Member may allow the use of personnel, equipment or property in lieu of other contributions or advances to CCCF A.

Article IV. POWERS OF BOARD & MANAGEMENT OF CCCFA
Section 4.01 Board. CCCF A shall be administered by a Board which shall consist of one Director representing each Founding Member. Such Board shall be the governing body of this CCCFA, and, as such, shall be vested with the powers set forth in this Agreement, and shall execute and administer this Agreement in accordance with the purposes and functions provided herein. The Board shall have the authority to provide for the general management and oversight of the affairs, property and business of CCCF A.

Section 4.02 Appointment and Vacancies. Each Director shall be the Chief Executive Officer, General Manager, Executive Director, or designee of the Chief Executive Officer, General Manager, or Executive Director, of each Founding Member and shall be appointed by and serve at the pleasure of the Founding Member that the Director represents, and may be removed as Director by such Founding Member at any time.

If at any time a vacancy occurs on the Board, a replacement shall be appointed by the Founding Member to fill the position of the previous Director in accordance with the provisions of this Article IV within 60 days of the date that such position becomes vacant or the Founding Member shall be subject to the exclusion procedures in Section 3.04(c) above. Each Director may appoint an alternate to serve in their absence.

Section 4.03 Notices. The Board shall comply with the applicable provisions of Sections 6503.5, 6503.6 and 53051 of the Government Code requiring the filing of notices and a statement with the Secretary of State and the State Controller.
6 DocuSign Envelope ID: B092A4FF-5173-466E-888B-E55834438D0E Section 4.04 Committees. The Board may create committees to provide advice to the Board or conduct the business of CCCF A subject to delegation of authority from the Board as permitted in the bylaws and any applicable laws.

Section 4.05 Director Compensation. Compensation for work performed by Directors, including alternates, on behalf of CCCF A shall be borne by the Founding Member that appointed the Director. The Board, however, may adopt by resolution a policy relating to the reimbursement of expenses incurred by Directors.

Section 4.06 Board Officers. At its first meeting in every second calendar year, the Board shall elect or re-elect a Chair and a Vice-Chair, each of whom shall be selected from among the Directors and shall also appoint or re-appoint a Secretary, and a Treasurer/Controller, each of whom may, but need not, be selected from among the Directors.
(a) Chair and Vice-Chair. The duties of the Chair shall be to preside over the Board meetings, sign all ordinances, resolutions, contracts and correspondence adopted or authorized by the Board, and to help ensure the Board's directives and resolutions are carried out. In the absence or inability of the Chair to act, the Vice Chair shall act as Chair. (b) Treasurer/Controller. The Board shall appoint a qualified person to act as the Treasurer/Controller, who does not need to be a Director. Where a certified public accountant has been designated as Treasurer/Controller of CCCF A, the auditor of one of the Founding Members or of a county in which one of the Founding Members is located shall be designated as auditor of CCCF A. Subject to the provisions of any resolution, indenture, trust agreement or other instrument providing for a trustee or other fiscal agent in connection with any Bonds, and, except as may otherwise be specified by resolution of CCCF A, the Treasurer/Controller shall be the depository of CCCF A to have custody of all the money of CCCF A, from whatever source, and, as such, shall have the powers, duties and responsibilities specified in Section 6505.5 of the Government Code. The Treasurer/Controller is hereby designated as the public officer or person who has charge of, handles, or has access to any property of CCCF A, and such officer shall file an official bond in an amount determined from time to time by the Board as required by Section 6505.1 of the Government Code. The Treasurer/Controller shall cause an independent audit to be made by a certified public accountant, or public accountants, in compliance with Section 6505 of the Government Code. The Treasurer/Controller shall also create or caused to be created a report in writing on the first day of each fiscal quarter to CCCF A and each Founding Member, which report shall describe the amount of money held by the Treasurer/Controller, the amount of receipts since the last such report, and the amount paid out since the first such report.
( c) Secretary. The Secretary shall be responsible for keeping the minutes of all meetings of the Board and all other official records of CCCF A, and responding to public records requests of the JPA.

Section 4.07 Management of CCCFA. The Board may appoint a part-time or full-time General Manager, and may appoint one or more part-time or full-time Assistant General Managers, to serve at the pleasure of the Board. If a General Manager has been appointed, the General Manager shall be responsible for the day-to-day operation and management of CCCF A. If no General Manager shall have been appointed, the Treasurer/Controller shall be responsible for the day-to-day operation and management of CCCF A. The General Manager, if any, and the Treasurer/Controller may each enter into and execute contracts in accordance with the policies established and direction provided by the Board, and shall file an official bond in the amount determined from time to time by the Board.
7 DocuSign Envelope ID: 8092A4FF-5173-466E-888B-E55834438D0E Section 4.08 Other Officers and Employees. The Board shall have the power to appoint such other officers, deputies, legal counsel (which may be the legal counsel to one or more of the Members) and staff as it may deem necessary who shall have such powers, duties and responsibilities as are determined by the Board, and to retain independent accountants, legal counsel, engineers and other consultants. The Founding Members may contract with CCCF A to provide staff to perform services for CCCF A, but such employees shall at all times, and for all purposes including benefits and compensation, remain employees of the Founding Member only.

Section 4.09 Budget. The budget shall be approved by the Board. The Board may revise the budget from time-to-time as may be reasonably necessary to address contingencies and expected expenses. All subsequent budgets of CCCF A shall be approved by the Board in accordance with rules as may be adopted by the Board from time to time. All expenditures must be made in accordance with the adopted budget.

Section 4.10 Fiscal Year. Unless changed by resolution of the Board, the fiscal year of CCCF A shall be the period from January 1 of each year to and including the following December 31.

Article V. MEETINGS OF THE BOARD
Section 5.01 Regular Meetings. The Board shall hold at least one regular meeting per year, but the Board may provide for the holding of regular meetings at more frequent intervals. The date, hour and place of each regular meeting shall be fixed by resolution of the Board. Regular meetings may be adjourned to another meeting time.

Section 5.02 Special Meetings. Special and emergency meetings of the Board may be called in accordance with the provisions of Government Code Sections 54956 and 54956.5, as amended.

Section 5.03 Brown Act Compliance. All meetings of the Board shall be conducted in accordance with the provisions of the Ralph M. Brown Act (Government Code Section 54950 et seq.), and as augmented by rules of the Board not inconsistent therewith. Directors may participate in meetings telephonically or by other electronic means, with full voting rights, to the extent permitted by law.

Section 5.04 Minutes. The Secretary shall cause to be kept minutes of the meetings of the Board, both regular and special, and shall cause a copy of the minutes to be forwarded promptly to each Director.

Section 5.05 Quorum. A quorum of the Board shall consist of a majority of the Directors, except that less than a quorum may adjourn from time to time in accordance with law.

Section 5.06 Voting. Each Founding Member shall have one vote, which may be cast on any matter before the Board by each Director or alternate. Except to the extent otherwise specified in this Agreement, or by law, a vote of the majority of the Directors in attendance shall be required and sufficient to constitute action, provided a quorum is established and maintained.
(a) Special Voting Requirements as specified in this Agreement:
(i) Action of the Board on the matters set forth in Section 3.01 related to addition of Founding Members shall require the affirmative vote of at least two-thirds (2/3) of the Entire Board.
(ii) Action of the Board on the matters set forth in Section 3.04(c) related to involuntary termination of a Member shall require the affirmative vote of at least two-thirds (2/3) of the entire Board.
8 DocuSign Envelope ID: B092A4FF-5173-466E-888B-E55834438D0E IN WITNESS WHEREOF, each Member hereto has caused this Agreement to be executed as an original counterpart by its duly authorized representative on the date indicated below.

Byn;;:~,R~/r-... ----------- Name: Dawn Weisz
Title: CEO
CCA Name: MCE -------------
Date: June 25, 2021
Name: Gi ri sh Bal achandran
Title: CEO
CCAName: Silicon valley Clean Energy
Date: June 25, 2021
GDocuSlgned by:

By: _ _,,_WD~g.,;g'l-1Fe;i.B"''@li!i~;;.2c<,;1,E,4444J-F= ... ---_::--,.--------- Name: Ni ck chaset
Title: CEO
CCA Name: East Bay Community Energy
Date: June 25, 2021
Name: __ T_o_m_H_a_b_a_s_h1_· ________ _
Title: CEO ----------------
CCAName: central coast community energy --------------
Date: June 25, 2021
DocuSign Envelope ID: B092A4FF-5173-466E-888B-E55834438D0E (iii) Action of the Board on the matters set forth in Section 9.01 related to termination of this Agreement shall require the affirmative vote of at least two-thirds (2/3) of the entire Board approved by resolution of each Founding Member's governing body. (iv) Action of the Board to amend any other provision of this Agreement shall be subject to the voting requirements set forth in Section 11.03 below.

Section 5.07 Rules and Regulations. CCCF A may adopt, from time to time, by resolution of the Board such bylaws, policies or rules and regulations for the conduct of its meetings and affairs as may be required.

Article VI. PREPAYMENT PROJECTS
Section 6.01 Prepayment Projects. The Board has the power, upon majority vote of the Directors in attendance, provided a quorum is established and maintained, to approve the application of any Member for the undertaking, financing, or refinancing of any Prepayment Projects within the purpose and power of CCCF A and to adopt guidelines for their implementation.

Section 6.02 Prepayment Project Contract. The costs and other expenses of each Prepayment Project, including without limitation applicable administrative costs of CCCF A with respect to the Prepayment Project, shall be allocated solely to the Member or Members undertaking or participating in such Prepayment Project or on whose behalf CCCF A undertakes such Prepayment Project, which allocation shall be described in a Prepayment Project Contract relating to such Prepayment Project, which will be separate and distinct from this Agreement.

Article VII. BONDS AND OTHER INDEBTEDNESS
In addition to the other powers conferred on CCCF A by this Agreement, CCCF A shall have the power to issue, incur, sell and deliver Bonds in accordance with the provisions of the Act and other applicable laws for the purpose of acquiring, undertaking, financing, or refinancing one or more Prepayment Projects. The terms and conditions of the issuance or incurrence of any such bonds or indebtedness shall be set forth in a resolution, indenture trust agreement, or other instrument pursuant to which the Bonds are issued or incurred, as required by law and as approved by the Board. CCCFA's debts, liabilities and obligations with respect to Bonds issued or incurred under this Agreement and contracts or obligations entered into to carry out the purposes for which Bonds are issued or incurred, shall not constitute a debt, liability or obligation of any of the Members.

Article VIII. LIMITATION ON LIABILITY OF MEMBERS
Section 8.01 Pursuant to Section 6508.1 of the Government Code, no debt, liability or obligation of CCCF A shall be a debt, liability or obligation of any Member. Nothing contained in this Article VIII shall in any way diminish the liability of any Member with respect to any Prepayment Project Contract such Member enters into pursuant to this Agreement.

Section 8.02 Notwithstanding anything to the contrary in this Agreement or otherwise, CCCF A shall not have the power to and shall not enter into any retirement contract with any public retirement system (as defined in Section 6508.1 of the Government Code) for any reason. The provision in this paragraph is intended to 9 DocuSign Envelope ID: B092A4FF-5173-466E-888B-E55834438D0E benefit Members and to be a confirming, irrevocable obligation of CCCF A which may be enforced by Members individually or collectively.

Article IX. TERM; TERMINATION; LIQUIDATION; DISTRIBUTION Section 9.01 Term and Termination. This Agreement shall become effective when at least three Founding Members execute this Agreement. This Agreement shall continue in full force and effect until terminated as provided in this Article; provided, however, this Agreement cannot be terminated while either ( a) any Bonds of CCCF A remain outstanding under the terms of the resolution, indenture, trust agreement or other instrument pursuant to which such Bonds are issued or incurred, or (b) CCCF A is the owner, lessor or lessee of any real or personal property financed from the proceeds of any Bonds. This Agreement may be terminated by a two-thirds (2/3) vote of the entire Board that is approved by resolution of each Founding Member's governing body; provided, however, that this Agreement and CCCFA shall continue to exist after termination for the purpose of disposing of all claims, distribution of assets and all other functions necessary to conclude the obligations and affairs of CCCF A. In any event, CCCF A shall cause all records regarding its formation, existence, the Prepayment Projects, any Bonds issued or incurred by it and proceedings pertaining to its termination to be retained for at least six years (or as otherwise required by law) following termination of CCCF A or final payment of any Bonds issued or incurred by CCCF A, whichever is later.

Section 9.02 Liquidation; Distribution. Upon termination of this Agreement, the Board shall liquidate the business and assets and the property of CCCF A as expeditiously as possible, and distribute any net proceeds, after the conclusions of all debts and obligations of CCCF A, to any Members in proportion to the contributions made or in such manner as otherwise provided by law. The Board is vested with all powers of CCCF A for the purpose of concluding and dissolving the business affairs of CCCF A. Notwithstanding the foregoing, no dissolution of CCCFA shall be permitted while either (a) any Bonds of CCCFA remain outstanding, or (b) CCCF A is the owner, lessor or lessee of any real or personal property financed from the proceeds of any Bonds.

ARTICLE X. ACCOUNTS AND REPORTS
Section 10.01 Establishment and Administration of Funds. CCCF A is responsible for the strict accountability of all funds and reports of all receipts and disbursements. It will comply with every provision of law relating to the establishment and administration of funds, including without limitation Section 6505 of the Government Code. CCCF A shall establish and maintain such funds and accounts as may be required by good accounting practice or by any provision of any resolution, indenture or other instrument of CCCF A securing its bonds or other indebtedness, except insofar as such powers, duties and responsibilities are assigned to a trustee appointed pursuant to such resolution, indenture or other instrument. The books and records of CCCF A shall be open to inspection at all reasonable times to each Member and its representatives.

Section 10.02 Annual Audits and Audit Reports. The Treasurer/Controller shall cause an annual independent audit of the accounts and records of CCCF A to be made by a certified public accountant or public accountant in accordance with all applicable laws. If permitted by applicable law and authorized by the Board, the audit(s) may be conducted at the longer interval authorized by applicable law. A report of the financial audit will be filed as a public record with each Member not later than 270 days after the close of the fiscal year or fiscal years under examination. CCCF A will pay the cost of the financial audit and charge the cost against the Members in the same manner as other administrative costs.

ARTICLE XI. GENERAL PROVISIONS
Section 11.01 Conflict of Interest Policy. CCCFA, unless otherwise exempt, shall adopt a conflict of interest policy as required under applicable laws of the State of California. Counsel to CCCF A for financing DocuSign Envelope ID: B092A4FF-5173-466E-888B-E55834438D0E matters, including bond counsel, shall not be considered a consultant or other designated position for purposes of the conflict of interest policy.

Section 11.02 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors of the parties. Except to the extent expressly provided herein, neither a Member nor CCCF A may assign any right or obligation under this Agreement without the consent of all other Members.

Section 11.03 Amendments. Subject to any requirements oflaw, a two-thirds (2/3) vote of the entire Board will be required to amend Articles II, III, VIII, and IX of this Agreement, and an amendment of Section 8.02 and Section 11.03 of this Agreement shall require an affirmative vote of the entire Board. Once an amendment of Articles II, III, VIII, or IX is adopted by the Board, the amendment must be approved by two-thirds of the Founding Members pursuant to each Founding Member's applicable approval process, and an amendment of Section 8.02 and Section 11.03 of this Agreement shall require an affirmative vote of all Founding Members pursuant to each Founding Member's applicable approval process. All other provisions of this Agreement may be amended at any time or from time to time by an amendment approved by at least two-thirds (2/3) vote of the entire Board. Written notice shall be provided to all Members of proposed amendments to this Agreement, including the effective date of such amendments, at least thirty (30) days prior to the date upon which the Board votes on such amendments. Each Member hereby agrees to take any actions necessary on its part to approve any amendment adopted pursuant to this Section I 1.03, and if any Member fails to perform any such actions, such Member shall be deemed to have submitted a resolution of withdrawal pursuant to the provisions of Section 3.04 hereof.

Notwithstanding the foregoing, this Agreement shall not terminate while any Bonds of CCCF A remain outstanding under the terms of the resolution, indenture, trust agreement or other instrument pursuant to which such Bonds are issued or incurred.

Section 11.04 Indemnification and Insurance. To the fullest extent permitted by law, CCCF A shall defend, indemnify, and hold harmless the Members and each Director, alternate, officer, employee and agent from any and all claims losses damages, costs, injuries and liabilities of every kind arising directly or indirectly from the conduct, activities, operations, acts, and omissions of CCCF A under this Agreement to the extent not otherwise provided under a Prepayment Project Contract. CCCFA shall acquire such insurance coverage as the Board deems is necessary and appropriate to protect the interests of CCCFA and the Members.

Section 11.05 Waiver of Personal Liability. No member, director, commissioner, officer, agent or employee of CCCF A or the Members, respectively, past, present or future, shall be individually or personally liable for the observance or performance of any terms, conditions or provisions hereof or for any claims, losses, damages, costs, injury and liability of any kind, nature or description arising from the actions of CCCF A or the actions undertaken pursuant to this Agreement; provided, however, that nothing herein shall relieve any such person from the performance of any official duty provided hereby or by applicable provision oflaw.

Section 11.06 Limitation of Rights. All of the covenants, agreements, terms and conditions in this Agreement to be observed or performed by or on behalf of CCCF A or the Members shall be for the sole and exclusive benefit of CCCF A and the Members, whether so expressed or not, and nothing contained herein, express or implied, is intended to or shall give any other person other than CCCF A and the Members any legal or equitable right, remedy or claim hereunder.

Section 11.07 Notices. The Board shall designate its principal office as the location at which it will receive notices, correspondence, and other communications, and shall designate one of its Directors or staff as an officer for the purpose of receiving service of process on behalf of CCCF A. Any notice given pursuant to this Agreement shall be in writing and shall be dated and signed by the Member giving such notice. Notice to each Member under this Agreement is sufficient if mailed to the Member, and separately to the Director appointed by such Founding Member, to their respective addresses on file with CCCF A. 11 DocuSign Envelope ID: B092A4FF-5173-466E-888B-E55834438D0E Section 11.08 Severability. Should any portion, tenn, condition, or prov1s10n of this Agreement be determined by a court of competent jurisdiction to be illegal or in conflict with any law of the State of California, or be otherwise rendered unenforceable or ineffectual, the remaining portions, terms, conditions, and provisions shall not be affected thereby.

Section 11.09 Section Headings. The section headings herein are for convenience only and are not to be construed as modifying or governing the language in the section to which they refer.

Section 11.10 Choice of Law. This Agreement will be governed and construed in accordance with the laws of the State of California.

Section 11.11 Counterparts. This Agreement may be executed in any number of counterparts, and each executed counterpart shall have the same force and effect as an original instrument and as if all Members had signed the same instrument.

Section 11.12 Dispute Resolution. The Members shall make reasonable efforts to informally settle all disputes arising out of, or in connection with, this Agreement. Should such informal efforts to settle a dispute fail, the dispute shall be mediated in accordance with policies and procedures established by the Board. In the event such mediation fails to settle a dispute, the parties may pursue any remedies provided by law. [Signature Page Follows]
12 BYLAWS OF THE

CALIFORNIA COMMUNITY CHOICE FINANCING AUTHORITY
Adopted June 25, 2021
2 BYLAWS OF THE CALIFORNIA COMMUNITY CHOICE FINANCING AUTHORITY

ARTICLE I - THE AUTHORITY
Section 1.1 Name. The official name of the Authority shall be the “California Community Choice Financing Authority.”
Section 1.2 Board Members. The Authority shall be administered by a board of directors (the “Board”) whose members (the “Directors”) shall be as set forth in Article IV of the Joint Powers Agreement, dated June 25, 2021 (the “Agreement”). Directors shall, to the extent required by law, comply with the requirements of the California Political Reform Act, as amended from time to time, the provisions of the Joint Exercise of Powers Act, as amended from time to time, and any other requirements applicable to members of the governing body of a joint powers authority.

Section 1.3 Office and Place of Meetings. The business office of the Authority shall be at 1125 Tamalpais Avenue, San Rafael, California 94901 or at such other place as may be designated by resolution by the Board. Regular meetings shall be held at 1125 Tamalpais Avenue, San Rafael, California 94901 or at such other place as the Board may designate.

ARTICLE II - OFFICERS
Section 2.1 Officers. The Officers of the Authority shall be the Chair, Vice Chair, Treasurer/Controller, and Secretary. The Officers of the Authority may also include a General Manager.

Section 2.2 Chair and Vice Chair. The Chair and Vice Chair of the Authority shall be elected by the Board. The term of office for the respective officers shall be from the date of his or her election as Chair or Vice Chair through the date of the first regular meeting of the Authority in the second succeeding calendar year following such election: provided, that each person shall serve until a successor has been duly elected. The Chair shall preside at all meetings of the Authority. If the Chair is absent, then the Vice Chair shall act in the Chair’s place. 3 Section 2.3 General Manager. A General Manager may be appointed by the Board and may, but need not, be a Director. The General Manager shall submit such information and recommendations to the Board as he or she may consider proper concerning the business, policies and affairs of the Authority. Except as otherwise specified by resolution of the Board, the General Manager or the General Manager’s designee shall have the power to sign all contracts, deeds and other instruments executed by the Authority, shall have the power to direct employees, borrowed or seconded staff and consultants in implementing policy set by the Board, and shall have the power to perform all duties incident to the office or delegated by the Board. The General Manager may designate one or more officers of the Authority or employees of the Authority to act as his or her designee in exercising the power and performing the duties of the General Manager.

Section 2.4 Secretary. The Secretary shall be appointed by the Board, and such Secretary may, but need not, be a Director. The Secretary shall keep the records of the Authority, shall act as Secretary of the meetings of the Authority and record all votes, and shall keep a record of the proceedings of the Authority in a journal of proceedings to be kept for such purpose, and shall perform all duties incident to the office.

Section 2.5 Treasurer/Controller. The Treasurer/Controller shall be appointed by the Board, and may, but need not, be a Director. The Treasurer/Controller shall perform the duties set forth in the Agreement. The Treasurer/Controller may submit such information and recommendations to the Board as he or she may consider proper concerning the business, policies and affairs of the Authority. The Treasurer/Controller shall be responsible for preparation and submission of any reports required to be provided to holders of the Authority’s Bonds (as such term is defined in Section 1.05 of the Agreement) pursuant to any continuing disclosure undertakings entered into by the Authority. Except as otherwise specified by resolution of the Board, the Treasurer/Controller or the Treasurer/Controller’s designee shall have the power to sign all contracts, deeds and other instruments executed by the Authority, shall have the power to direct employees, borrowed or seconded staff and consultants in implementing policy set by the Board, 4 and shall have the power to perform all duties incident to the office or delegated by the Board.

The Treasurer/Controller may designate one or more officers of the Authority or employees of the Authority to act as his or her designee in exercising the power and performing the duties of the Treasurer/Controller.

Section 2.6 Election of Officers. Election of officers shall be the first order of business at the first regular meeting of the Authority held in every second calendar year; provided, that failure to elect any or all officers at such meeting shall not affect the title to office of any officer duly elected and then holding office as of such meeting.

Section 2.7 Authority to Bind Authority. No Director, officer, agent or employee of the Authority, without prior specific or general authority by a vote of the Board, shall have any power or authority to bind the Authority by any contract, to pledge its credit, or to render it liable for any purpose in any amount.

ARTICLE III - MEETINGS
Section 3.1 Regular Meetings. The Board shall hold at least one regular meeting each year, and, by resolution, may provide for the holding of regular meetings at more frequent intervals in accordance with the provisions of Section 54956 of the Government Code of the State of California. Regular meetings shall be held as set forth in Section 1.3, on dates and at times as fixed by resolution of the Authority and at such places as are determined by the Board. If at any time any regular meeting falls on a legal holiday, such regular meeting shall be held on the next business day at the same time.

All meetings of the Board shall be called, noticed, held and conducted subject to the provisions of the Ralph M. Brown Act (Chapter 9 of Part I of Division 2 of Title 5 of the Government Code of the State of California (Sections 54950-54961)), as supplemented and amended, or any successor legislation hereafter enacted, and other applicable law.

The Secretary of the Authority shall cause minutes of all meetings of the Board, both special and regular, to be kept and shall cause a copy of the minutes to be forwarded promptly to each Director.
5 Section 3.2 Special Meetings. A special meeting may be called in accordance with the provisions of Sections 54956 and 54956.5 of the Government Code of the State of California, as amended.

Section 3.3 Closed Sessions. Nothing contained in these Bylaws shall be construed to prevent the Board from holding closed sessions during a regular or special meeting concerning any matter permitted by law to be considered in a closed session.

Section 3.4 Public Hearings. All public hearings held by the Board shall be held during regular or special meetings of the Board.

Section 3.5 Adjourning Meetings and Continuing Public Hearings to Other Times or Places. Any public hearing being held, or any hearing noticed or ordered to be held at any meeting, may by order or notice of continuance be continued or re-continued to any subsequent meeting in the same manner and to the same extent set forth herein for the adjournment of the meetings:
provided, that if the hearing is continued to a time less than 24 hours after the time specified in the order or notice of hearing a copy of the order or notice of continuance shall be posted immediately following the meeting at which the order or declaration of continuance was adopted or made.

Section 3.6 Meetings to be Open and Public. All meetings of Directors to take action or to deliberate concerning Authority business and its conduct shall be open and public and all persons shall be permitted to attend any such meetings, except as otherwise provided or permitted by law, including as permitted by Section 3.3 of these Bylaws.

Section 3.7 Quorum, Voting Requirements, and Manner of Action. A quorum of the Board, the minimum voting thresholds for actions of the Board, and the manner in which the Board may act shall be as set forth in Article V of the Agreement.

Section 3.8 Parliamentary Procedure. The rules of parliamentary procedure set forth in Robert’s Rules of Order shall govern all meetings of the Authority, except as otherwise herein provided.
6 ARTICLE IV - MISCELLANEOUS
Section 4.1 Statements of Economic Interest. Each Director shall comply with the Authority’s Conflict of Interest Code, fully respond to all requests from Authority staff in regard to conflict of interest issues that may arise and timely submit all applicable forms, including Statements of Economic Interest (Form 700), Assuming, Annual, and Leaving Office Statements with the Secretary. The Secretary shall make and retain copies of these forms in compliance with applicable law and the Authority’s Conflict of Interest Code.

Section 4.2 No Reimbursement for Travel Expenses. Directors, officers, and employees shall not be reimbursed by the Authority for any travel expenses incurred by those persons in attending events, meetings, and conferences on behalf of the Authority. Non-reimbursable travel expenses shall include all charges for meals, lodging, airfare, and costs of travel by automobile.

Notwithstanding the foregoing, the Board may vote to permit reimbursement of any such reasonable and necessary travel expenses incurred for Directors, officers, or employees to attend non-Authority events, meetings, and conferences, only if that person’s sole purpose is to attend on behalf of the Authority. “Reasonable and necessary” travel expenses, with respect to any Director, shall be only those expenses which the Director would not have incurred in performing the normal business of the Founding Member (as defined in Section

1.08 of the Agreement) that appointed such Director. The Treasurer/Controller, upon approval of the Board, shall be authorized to pay all such expenses deemed reasonable and necessary so long as sufficient funds have been budgeted therefor.

Section 4.3 Bonds and Other Indebtedness. The Authority may issue or incur Bonds (as such term is defined in Section 1.05 of the Agreement) in accordance with Article VII of the Agreement, and such Bonds shall not constitute general obligations of the Authority or a debt, liability or obligation of any of the Members (as such term is defined in Section 1.10 of the Agreement), but shall be payable solely from the moneys pledged to the payment of principal of or interest on such Bonds under the terms of the resolution, indenture, trust agreement or other instrument pursuant to which the Bonds are issued or incurred. 7 ARTICLE V - AMENDMENTS
Section 5.1 Amendments to Bylaws. These Bylaws may be amended by the Authority at any regular or special meeting by majority vote of the Board, provided, that the proposed amendment to any particular section is included in the notice of such meeting.

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Pioneer Community Energy Board of DirectorsJuly 21, 2022

Pioneer Community Energy Board of Directors
July 21, 2022