OCTOBER 19, 2023
AGENDA ITEM 1a - UPDATE
1) APPROVAL OF THE CONSENT AGENDA
a) ADMINISTRATION
Approve minutes of the September 28, 2023 special meeting. (ECKERT) Updated Minutes of the September 28, 2023 meeting regarding approval of the updated resolution for Item 5, Adopt a Resolution Approving and Authorizing the Executive Director to enter into a contract with Greenlite Lighting Corp. USA to execute LED Lighting Program Action taken by the Executive Board on September 28, 2023 Staff informed the Board that the contract negotiations are still in progress for the termination clauses; and, that terms already agreed upon include the scope of work, timeline, and the not-to-exceed amount of $262,400; and recommended the Board approve the contract in form; then, if there is a material change, staff will bring the contract back to the Board in October.
The original recommendation to Adopt Resolution 23-28 approving and authorizing the Executive Director to enter into a contract with Greenlite Lighting Corp USA to execute LED lighting program for an amount not to exceed $262,400 was moved and adopted by the Board of Directors.
MOTION: Cortez/Jones. Vote: 8:0:3.
ROLL CALL: Cortez, Douglass, Dowdin Calvillo, Hidahl, Ivy, Janda, Jones, Petersen.
No/Abstain: None.
Absent: Andreatta, Holmes, Yarbrough.
Per General Counsel direction, a second motion was made to authorize the Executive Director to finalize negotiations and execute an agreement with Greenlite Lighting Corp USA for Program services, pursuant to the terms described in the staff report and presentation associated with this item, for program services beginning on October 1, 2023, for an amount not-to-exceed $262,400.00, subject to approval by General Counsel, which passed in approval of the updated item.
MOTION: Dowdin Calvillo/Cortez. Vote: 8:0:3.
ROLL CALL: Cortez, Douglass, Dowdin Calvillo, Hidahl, Ivy, Janda, Jones, Petersen.
No/Abstain: None.
Absent: Andreatta, Holmes, Yarbrough.
Requested staff to inform the Board as to which stores in the member jurisdictions will be offering the program.
Attachments
1) September 28, 2023 Minutes for Approval (redlined version) 2) September 28, 2023 Minutes for Approval (updated clean version) 3) Resolution 2023-28 Greenlight Lighting Corp USA
REDLINED UPDATE
PIONEER COMMUNITY ENERGY
GOVERNING BOARD
SPECIAL MEETING
September 28, 2023
Minutes
Entry No. 1
Heard General Administration Functions, Part I.
Notice of Cancellation
At the July 20, 2023 meeting, the September 21, 2023 meeting was cancelled and rescheduled to September 28, 2023, by Board consensus. A Cancellation Notice was posted on September 1, 2023.
Call to Order
Pioneer Community Energy Governing Board met in open session at 3:00 PM on July 20, 2023. The Members convened in person and the meeting was accessible to the public at Pioneer Community Energy, 2510 Warren Drive, Suite B, Rocklin, California, 95677; at Nevada City - City Hall, Wetherall Conference Room, 317 Broad Street, Nevada City, California 95959; was accessible for viewer participation on the Zoom platform at the following link: https://us06web.zoom.us/j/89967227073; and, was live streamed for viewing on the Pioneer website at: https://pioneercommunityenergy.org/about-us/meetings-and-agendas/.
Roll Call
Chair Dowdin Calvillo presided over the meeting.
Director Holmes informed staff that he would excuse himself no later than 4:30 PM due to a scheduling conflict.
Agenda Review
Reviewed and made no revision to the meeting agenda for September 28, 2023.
Public Comment
There were no comments from members of the public on items not listed on this agenda.
Director Ivy arrived prior to the Consent Agenda.
Entry No. 2
Acted on the Consent Agenda as follows:
Approved minutes of the July 20, 2023 regular meeting.
P A Agency Primary Member or Alternate Member
x City of Auburn x Chair
Alice Dowdin Calvillo
Rachel Radell-Harris
x County of El Dorado x Vice Chair
John Hidahl
Lori Parlin
x City of Colfax Sean Lomen x Kim Douglass
x City of Grass Valley x Tom Ivy Jan Arbuckle
x City of Lincoln Holly Andreatta Dan Karleskint
x Town of Loomis x Amanda Cortez Danny Cartwright
x Nevada City x Gary Petersen vacant
x County of Placer x Jim Holmes Bonnie Gore
x County of Placer x Suzanne Jones
x City of Placerville David Yarbrough John Clerici
x City of Rocklin x Greg Janda David Bass
Received Fiscal Year 2023-24 Draft Financial Reports through July 2023.
Adopted Resolution 2023-22 approving the Salary Range and Job Description for the Manager, Quantitative Analysis and Modeling position.
Adopted Resolution 2023-23 establishing a Special Program Fund (Budget) for Program purposes. (1) Adopted Resolution 2023-24 approving an attestation regarding the veracity of information reflected in Pioneer’s 2022 Power Source Disclosure Report for Pioneer Standard (“Base Service”) and the associated Power Content Label. (2) Adopted Resolution 2023-25 approving an attestation regarding the veracity of information reflected in Pioneer’s 2022 Power Source Disclosure Report for Green100 and the associated Power Content Label. (3) Approved the Pioneer Power Content Label for distribution per Public Utilities Code Sections 398.4 and 398.5.
MOTION: Holmes/Hidahl. Vote: 9:0:2.
ROLL CALL: Cortez, Douglass, Dowdin Calvillo, Hidahl, Holmes, Ivy, Janda, Jones, Petersen.
No/Abstain: None.
Absent: Andreatta, Yarbrough.
Entry No. 3
Impact Assessment Study Results for the Expansion into Unincorporated Nevada County Received results of the Impact Assessment Study related to the expansion of Pioneer Community Energy service territory into Unincorporated Nevada County.
Executive Director Eckert introduced Sam Kang, Pioneer Community Energy Chief Operating Officer.
Heard a presentation from Pacific Energy Advisors which provided the following conclusions to the study:
1) Projected fiscal impacts are negative due to the currently high prices for renewable energy and resource adequacy.
2) Absent a sharp decrease in market prices, by more than 30%, or Pioneer rate adjustments, expansion would yield negative operating margins.
3) Wholesale power markets are volatile, and it is possible that market conditions could change before 2025 to make expansion fiscally beneficial.
Discussion of this item was held to hear the next item presentation regarding the Board’s direction on moving forward with expansion efforts into unincorporated Nevada County.
Entry No. 4
Adopt Resolution Authorizing the Preparation of an Amendment to the Implementation Plan and Statement of Intent and to the Joint Exercise of Powers Agreement Allowing Expansion into Unincorporated Nevada County
Received presentation from Executive Director Eckert and discussed the Decision Point to:
A. Maintain Course with two conditions to continue:
1) Nevada County agrees to a rate-adder if needed to cover cost of service (incremental power cost) 2) Late 2025 start date to avoid summer procurement
PROS: continued momentum; JPA protected.
CONS: if abruptly ended, hard to start up again.
B. End the Process by voting “No” to the Resolution ending the process and we try again next year.
PROS: clean; ends process; pause deadline for filing Implementation Plan would be the same as waiting until next year.
CONS: qualitative; will need to start the process over again.
Minutes
September 28, 2023
Further discussion regarding the process timeline if moving forward confirmed that the Addendum to Pioneer’s Implementation Plan would be remitted to the California Public Utilities Commission in December 2023 with an expected approval within 90 days (March 2024).
This coincides with the Sales Forecast for purchasing Resource Adequacy release in April 2024. Pioneer will need to decide at that time. After May 2024, it is binding, and Pioneer would be committed to procure at that forecasted rate.
Executive Director Eckert explained that we will have a better picture at the end of 2023 when PG&E releases their rates forecast, consider the market fluctuations, and then the hard offramp would be in spring 2024.
Executive Director Eckert committed to return to the Board in Spring 2024 to see actual costs and the adder rate. This will be the final ‘offramp’ if the Board declines moving forward.
General Counsel reminded the Board that the item before them today is to authorize staff to move forward with preparations to update the Implementation Plan Addendum, but not to file it; also, for General Counsel to work on documents for amending the JPA in each of the member agencies but not approving expansion until the November 16, 2023 Board meeting.
Next steps would include each of the member jurisdictions approving by resolution prior to the Board vote scheduled for November 16, 2023.
Adopted Resolution 23-26 as discussed including later effective date of April 2024 and two conditions: (1) Nevada County agrees to a rate-adder if needed to cover cost of service (incremental power cost); and (2) Late 2025 start date to avoid summer procurement.
Adopted Resolution 23-26 authorizing staff to prepare Addendum No. 3 to Pioneer Community Energy’s Implementation Plan and Statement of Intent and Amendment No. 6 to the Joint Exercise of Powers Agreement to allow the addition of Unincorporated Nevada County as discussed.
MOTION: Holmes/Petersen. Vote: 9:0:2.
ROLL CALL: Cortez, Douglass, Dowdin Calvillo, Hidahl, Holmes, Ivy, Janda, Jones, Petersen.
No/Abstain: None.
Absent: Andreatta, Yarbrough.
Entry No. 5
Adopt a Resolution Approving and Authorizing the Executive Director to Execute an Agreement with NextEra Analytics, Inc. for Battery Optimization Services for an Amount Not to Exceed $300,000 Annually Only if Profitable
Adopted Resolution 23-27 authorizing the Executive Director to sign a three-year contract (automatic 1 year renewal thereafter) for battery optimization services with NextEra Analytics, Inc. (NEA) not to exceed $300,000 per year. Service fees are based on a shared-profit model on a graduated scale starting at zero, but not to exceed $300,000 per year. The three-year term will commence on the date in which the battery resource starts commercial operation in the California Independent System Operator (CAISO) market.
MOTION: Hidahl/Janda. Vote: 9:0:2.
ROLL CALL: Cortez, Douglass, Dowdin Calvillo, Hidahl, Holmes, Ivy, Janda, Jones, Petersen.
No/Abstain: None.
Absent: Andreatta, Yarbrough.
Director Holmes excused himself from the meeting following the vote on this item.
Minutes
September 28, 2023
Entry No. 6
Adopt a Resolution Approving and Authorizing the Executive Director to enter into a contract with Greenlite Lighting Corp. USA to execute LED Lighting Program Staff informed the Board that the contract negotiations are still in progress for the termination clauses; and, that terms for scope of work, timeline, and the not-to-exceed amount of $262,400.
Staff recommended the Board approve the contract in form; then, if there is a material change, staff will bring the contract back to the Board in October.
Adopted resolution as discussed and amended to approve and authorize the Executive Director to finalize negotiations and execute an agreement with Greenlite Lighting Corp USA for Program services, pursuant to the terms described in the staff report and presentation associated with this item, for program services beginning on October 1, 2023, for an amount not-to-exceed $262,400, subject to approval by General Counsel.
Staff informed the Board that the contract negotiations are still in progress for the termination clauses; and, that terms already agreed upon include the scope of work, timeline, and the not-to-exceed amount of $262,400; and recommended the Board approve the contract in form; then, if there is a material change, staff will bring the contract back to the Board in October.
The original recommendation to adopt
Adopted Resolution 23-28 approving and authorizing the Executive Director to enter into a contract with Greenlite Lighting Corp. USA to execute an LED lighting program for an amount not to exceed $262,400 was moved and adopted by the Board of Directors..
MOTION: Cortez/Jones. Vote: 8:0:3.
ROLL CALL: Cortez, Douglass, Dowdin Calvillo, Hidahl, Ivy, Janda, Jones, Petersen.
No/Abstain: None.
Absent: Andreatta, Holmes, Yarbrough.
Per General Counsel direction, a second motion was made to authorize the Executive Director to finalize negotiations and execute an agreement with Greenlite Lighting Corp USA for Program services, pursuant to the terms described in the staff report and presentation associated with the item, for program services beginning October 1, 2023, for an amount not-to-exceed $262,400.00, subject to approval by General Counsel, which passed in approval of the updated item.
MOTION: Dowdin Calvillo/Cortez. Vote: 8:0:3.
ROLL CALL: Cortez, Douglass, Dowdin Calvillo, Hidahl, Ivy, Janda, Jones, Petersen.
No/Abstain: None.
Absent: Andreatta, Holmes, Yarbrough.
Requested staff to inform the Board as to which stores in the member jurisdictions will be offering the program.
Entry No. 7
Draft Fiscal Year 2022-23 Year-End Financial Reports
Received draft Fiscal Year 2022-23 year-end Financial Reports through June 30, 2023.
Entry No. 8
Heard General Administration Functions, Part II.
Board Member Communications
Committee Chair Janda reported that the Audit & Finance Committee met on September 6, 2023. The Committee approved minutes from the December 8, 2022 and May 22, 2023 meetings; and received an overview of the Financial Audit Kick-Off from independent auditor, Pisenti & Brinker. The next Committee meeting has been scheduled for December 6, 2023.
Minutes
September 28, 2023
Executive Director Eckert reported that the Expansion ad hoc Committee met on September 13, 2023.
The Committee heard presentation and discussed the Impact Assessment Study related to Nevada County joining Pioneer Community Energy. By consensus, the Committee agreed to recommend the Board of Directors approve moving forward with submitting an Implementation Plan Amendment in December 2023 with an expected start date of late 2025. The Committee supports a rate-adder to cover Nevada County’s Cost of Service, but does not endorse impact to current ratepayers to subsidize potential new members.
Committee Chair Hidahl reported that on September 14, 2023, he attended the Energy Procurement Review ad hoc Committee along with Alice Dowdin Calvillo and Amanda Cortez. Pioneer staff and support including Commercial Counsel, General Counsel, and Technical Consultants were also in attendance. The Committee reviewed, discussed, asked questions, and approved the Executive Director’s execution of a long-term capacity contract with Terra-Gen Power Holdings II, LLC that will help Pioneer meet its 2026- 2041 resource adequacy requirements. The Committee also received information on a NextEra Energy analytics product for maximizing opportunities in battery storage.
Executive Director Communications
Executive Director Eckert informed the Board of the following items:
LOOMIS EGGPLANT FESTIVAL
Pioneer is excited to participate in the Loomis Eggplant Festival on October 7th once again. The community event promotes local businesses, organizations, and the citizens of Loomis. The event takes place at the historic Loomis Train Depot and Blue Anchor Park from 10am – 4pm. In addition to sharing information about Pioneer and answering customer questions, Pioneer is partnering with 4ever Yours Rescue, a non-profit dog rescue, to help find animals their forever home. State Senator Roger Nielo is expected to visit the booth.
FIVE-YEAR ANNIVERSARY EVENT
Pioneer Community Energy will host an event celebrating its 5-Year anniversary on Wednesday, November 1, from 5:00-7:00 p.m. at the Blue Goose in Loomis. The early evening reception will include food, beverages, and a scripted program that highlights the success of the past five years and pays tribute to those who made our success possible. “Save the Date” information was distributed in August, and a formal printed invitation will be mailed this week. The guest list includes current and former Board members, elected leaders, business partners, supporters, and expansion prospects.
Executive Director Eckert also informed the Board that the Participate.Energy program will be presented at the October 19, 2023 Board meeting.
Informational Items
Received the Glossary of Terms.
Adjournment
The meeting adjourned at 5:04 PM
Minutes
September 28, 2023
ATTEST:
Minutes approved as presented by a majority vote of
the Governing Board on October 19, 2023.
Teresa Willock, Board Secretary
PIONEER COMMUNITY ENERGY
GOVERNING BOARD
SPECIAL MEETING
September 28, 2023
Minutes
Entry No. 1
Heard General Administration Functions, Part I.
Notice of Cancellation
At the July 20, 2023 meeting, the September 21, 2023 meeting was cancelled and rescheduled to September 28, 2023, by Board consensus. A Cancellation Notice was posted on September 1, 2023.
Call to Order
Pioneer Community Energy Governing Board met in open session at 3:00 PM on July 20, 2023. The Members convened in person and the meeting was accessible to the public at Pioneer Community Energy, 2510 Warren Drive, Suite B, Rocklin, California, 95677; at Nevada City - City Hall, Wetherall Conference Room, 317 Broad Street, Nevada City, California 95959; was accessible for viewer participation on the Zoom platform at the following link: https://us06web.zoom.us/j/89967227073; and, was live streamed for viewing on the Pioneer website at: https://pioneercommunityenergy.org/about-us/meetings-and-agendas/.
Roll Call
Chair Dowdin Calvillo presided over the meeting.
Director Holmes informed staff that he would excuse himself no later than 4:30 PM due to a scheduling conflict.
Agenda Review
Reviewed and made no revision to the meeting agenda for September 28, 2023.
Public Comment
There were no comments from members of the public on items not listed on this agenda.
Director Ivy arrived prior to the Consent Agenda.
Entry No. 2
Acted on the Consent Agenda as follows:
Approved minutes of the July 20, 2023 regular meeting.
P A Agency Primary Member or Alternate Member
x City of Auburn x Chair
Alice Dowdin Calvillo
Rachel Radell-Harris
x County of El Dorado x Vice Chair
John Hidahl
Lori Parlin
x City of Colfax Sean Lomen x Kim Douglass
x City of Grass Valley x Tom Ivy Jan Arbuckle
x City of Lincoln Holly Andreatta Dan Karleskint
x Town of Loomis x Amanda Cortez Danny Cartwright
x Nevada City x Gary Petersen vacant
x County of Placer x Jim Holmes Bonnie Gore
x County of Placer x Suzanne Jones
x City of Placerville David Yarbrough John Clerici
x City of Rocklin x Greg Janda David Bass
Received Fiscal Year 2023-24 Draft Financial Reports through July 2023.
Adopted Resolution 2023-22 approving the Salary Range and Job Description for the Manager, Quantitative Analysis and Modeling position.
Adopted Resolution 2023-23 establishing a Special Program Fund (Budget) for Program purposes. (1) Adopted Resolution 2023-24 approving an attestation regarding the veracity of information reflected in Pioneer’s 2022 Power Source Disclosure Report for Pioneer Standard (“Base Service”) and the associated Power Content Label. (2) Adopted Resolution 2023-25 approving an attestation regarding the veracity of information reflected in Pioneer’s 2022 Power Source Disclosure Report for Green100 and the associated Power Content Label. (3) Approved the Pioneer Power Content Label for distribution per Public Utilities Code Sections 398.4 and 398.5.
MOTION: Holmes/Hidahl. Vote: 9:0:2.
ROLL CALL: Cortez, Douglass, Dowdin Calvillo, Hidahl, Holmes, Ivy, Janda, Jones, Petersen.
No/Abstain: None.
Absent: Andreatta, Yarbrough.
Entry No. 3
Impact Assessment Study Results for the Expansion into Unincorporated Nevada County Received results of the Impact Assessment Study related to the expansion of Pioneer Community Energy service territory into Unincorporated Nevada County.
Executive Director Eckert introduced Sam Kang, Pioneer Community Energy Chief Operating Officer.
Heard a presentation from Pacific Energy Advisors which provided the following conclusions to the study:
1) Projected fiscal impacts are negative due to the currently high prices for renewable energy and resource adequacy.
2) Absent a sharp decrease in market prices, by more than 30%, or Pioneer rate adjustments, expansion would yield negative operating margins.
3) Wholesale power markets are volatile, and it is possible that market conditions could change before 2025 to make expansion fiscally beneficial.
Discussion of this item was held to hear the next item presentation regarding the Board’s direction on moving forward with expansion efforts into unincorporated Nevada County.
Entry No. 4
Adopt Resolution Authorizing the Preparation of an Amendment to the Implementation Plan and Statement of Intent and to the Joint Exercise of Powers Agreement Allowing Expansion into Unincorporated Nevada County
Received presentation from Executive Director Eckert and discussed the Decision Point to:
A. Maintain Course with two conditions to continue:
1) Nevada County agrees to a rate-adder if needed to cover cost of service (incremental power cost) 2) Late 2025 start date to avoid summer procurement
PROS: continued momentum; JPA protected.
CONS: if abruptly ended, hard to start up again.
B. End the Process by voting “No” to the Resolution ending the process and we try again next year.
PROS: clean; ends process; pause deadline for filing Implementation Plan would be the same as waiting until next year.
CONS: qualitative; will need to start the process over again.
Minutes
September 28, 2023
Further discussion regarding the process timeline if moving forward confirmed that the Addendum to Pioneer’s Implementation Plan would be remitted to the California Public Utilities Commission in December 2023 with an expected approval within 90 days (March 2024).
This coincides with the Sales Forecast for purchasing Resource Adequacy release in April 2024. Pioneer will need to decide at that time. After May 2024, it is binding, and Pioneer would be committed to procure at that forecasted rate.
Executive Director Eckert explained that we will have a better picture at the end of 2023 when PG&E releases their rates forecast, consider the market fluctuations, and then the hard offramp would be in spring 2024.
Executive Director Eckert committed to return to the Board in Spring 2024 to see actual costs and the adder rate. This will be the final ‘offramp’ if the Board declines moving forward.
General Counsel reminded the Board that the item before them today is to authorize staff to move forward with preparations to update the Implementation Plan Addendum, but not to file it; also, for General Counsel to work on documents for amending the JPA in each of the member agencies but not approving expansion until the November 16, 2023 Board meeting.
Next steps would include each of the member jurisdictions approving by resolution prior to the Board vote scheduled for November 16, 2023.
Adopted Resolution 23-26 as discussed including later effective date of April 2024 and two conditions: (1) Nevada County agrees to a rate-adder if needed to cover cost of service (incremental power cost); and (2) Late 2025 start date to avoid summer procurement.
Adopted Resolution 23-26 authorizing staff to prepare Addendum No. 3 to Pioneer Community Energy’s Implementation Plan and Statement of Intent and Amendment No. 6 to the Joint Exercise of Powers Agreement to allow the addition of Unincorporated Nevada County as discussed.
MOTION: Holmes/Petersen. Vote: 9:0:2.
ROLL CALL: Cortez, Douglass, Dowdin Calvillo, Hidahl, Holmes, Ivy, Janda, Jones, Petersen.
No/Abstain: None.
Absent: Andreatta, Yarbrough.
Entry No. 5
Adopt a Resolution Approving and Authorizing the Executive Director to Execute an Agreement with NextEra Analytics, Inc. for Battery Optimization Services for an Amount Not to Exceed $300,000 Annually Only if Profitable
Adopted Resolution 23-27 authorizing the Executive Director to sign a three-year contract (automatic 1 year renewal thereafter) for battery optimization services with NextEra Analytics, Inc. (NEA) not to exceed $300,000 per year. Service fees are based on a shared-profit model on a graduated scale starting at zero, but not to exceed $300,000 per year. The three-year term will commence on the date in which the battery resource starts commercial operation in the California Independent System Operator (CAISO) market.
MOTION: Hidahl/Janda. Vote: 9:0:2.
ROLL CALL: Cortez, Douglass, Dowdin Calvillo, Hidahl, Holmes, Ivy, Janda, Jones, Petersen.
No/Abstain: None.
Absent: Andreatta, Yarbrough.
Director Holmes excused himself from the meeting following the vote on this item.
Minutes
September 28, 2023
Entry No. 6
Adopt a Resolution Approving and Authorizing the Executive Director to enter into a contract with Greenlite Lighting Corp. USA to execute LED Lighting Program Staff informed the Board that the contract negotiations are still in progress for the termination clauses; and, that terms already agreed upon include the scope of work, timeline, and the not-to-exceed amount of $262,400; and recommended the Board approve the contract in form; then, if there is a material change, staff will bring the contract back to the Board in October.
The original recommendation to adopt Resolution 23-28 approving and authorizing the Executive Director to enter into a contract with Greenlite Lighting Corp USA to execute an LED lighting program for an amount not to exceed $262,400 was moved and adopted by the Board of Directors.
MOTION: Cortez/Jones. Vote: 8:0:3.
ROLL CALL: Cortez, Douglass, Dowdin Calvillo, Hidahl, Ivy, Janda, Jones, Petersen.
No/Abstain: None.
Absent: Andreatta, Holmes, Yarbrough.
Per General Counsel direction, a second motion was made to authorize the Executive Director to finalize negotiations and execute an agreement with Greenlite Lighting Corp USA for Program services, pursuant to the terms described in the staff report and presentation associated with the item, for program services beginning October 1, 2023, for an amount not-to-exceed $262,400.00, subject to approval by General Counsel, which passed in approval of the updated item.
MOTION: Dowdin Calvillo/Cortez. Vote: 8:0:3.
ROLL CALL: Cortez, Douglass, Dowdin Calvillo, Hidahl, Ivy, Janda, Jones, Petersen.
No/Abstain: None.
Absent: Andreatta, Holmes, Yarbrough.
Requested staff to inform the Board as to which stores in the member jurisdictions will be offering the program.
Entry No. 7
Draft Fiscal Year 2022-23 Year-End Financial Reports
Received draft Fiscal Year 2022-23 year-end Financial Reports through June 30, 2023.
Entry No. 8
Heard General Administration Functions, Part II.
Board Member Communications
Committee Chair Janda reported that the Audit & Finance Committee met on September 6, 2023. The Committee approved minutes from the December 8, 2022 and May 22, 2023 meetings; and received an overview of the Financial Audit Kick-Off from independent auditor, Pisenti & Brinker. The next Committee meeting has been scheduled for December 6, 2023.
Executive Director Eckert reported that the Expansion ad hoc Committee met on September 13, 2023.
The Committee heard presentation and discussed the Impact Assessment Study related to Nevada County joining Pioneer Community Energy. By consensus, the Committee agreed to recommend the Board of Directors approve moving forward with submitting an Implementation Plan Amendment in December 2023 with an expected start date of late 2025. The Committee supports a rate-adder to cover Nevada County’s Cost of Service, but does not endorse impact to current ratepayers to subsidize potential new members.
Committee Chair Hidahl reported that on September 14, 2023, he attended the Energy Procurement Review ad hoc Committee along with Alice Dowdin Calvillo and Amanda Cortez. Pioneer staff and support including Commercial Counsel, General Counsel, and Technical Consultants were also in attendance. The Committee reviewed, discussed, asked questions, and approved the Executive Director’s execution of a long Minutes
September 28, 2023
term capacity contract with Terra-Gen Power Holdings II, LLC that will help Pioneer meet its 2026-2041 resource adequacy requirements. The Committee also received information on a NextEra Energy analytics product for maximizing opportunities in battery storage.
Executive Director Communications
Executive Director Eckert informed the Board of the following items:
LOOMIS EGGPLANT FESTIVAL
Pioneer is excited to participate in the Loomis Eggplant Festival on October 7th once again. The community event promotes local businesses, organizations, and the citizens of Loomis. The event takes place at the historic Loomis Train Depot and Blue Anchor Park from 10am – 4pm. In addition to sharing information about Pioneer and answering customer questions, Pioneer is partnering with 4ever Yours Rescue, a non-profit dog rescue, to help find animals their forever home. State Senator Roger Nielo is expected to visit the booth.
FIVE-YEAR ANNIVERSARY EVENT
Pioneer Community Energy will host an event celebrating its 5-Year anniversary on Wednesday, November 1, from 5:00-7:00 p.m. at the Blue Goose in Loomis. The early evening reception will include food, beverages, and a scripted program that highlights the success of the past five years and pays tribute to those who made our success possible. “Save the Date” information was distributed in August, and a formal printed invitation will be mailed this week. The guest list includes current and former Board members, elected leaders, business partners, supporters, and expansion prospects.
Executive Director Eckert also informed the Board that the Participate.Energy program will be presented at the October 19, 2023 Board meeting.
Informational Items
Received the Glossary of Terms.
Adjournment
The meeting adjourned at 5:04 PM
ATTEST:
Minutes approved as presented by a majority vote of
the Governing Board on October 19, 2023.
Teresa Willock, Board Secretary
Minutes
September 28, 2023
Before the Governing Board of
Pioneer Community Energy
In the matter of: A Resolution Approving and
Authorizing the Executive Director to Execute
an Agreement with Greenlite Lighting Corp
USA for Program Services
Resolution No. : 2023-28
The following Resolution was duly passed by the Governing Board of Pioneer Community Energy at a regular meeting held September 28, 2023, by the following vote on roll call:
Ayes: Cortez, Dowdin Calvillo, Douglass, Hidahl, Ivy, Janda, Jones, Petersen.
Noes: None.
Absent: Andreatta, Holmes, Yarbrough.
Signed and approved by me after its passage. ::jQJ co.'touxt~ Chair of the Governing Board
Attest:
Jubffc/JJJ~
Secretary
WHEREAS, this Resolution Approving and Authorizing the Executive Director to finalize negotiations and execute an Agreement with Greenlite Lighting Corp USA for Program Services has been brought before the Governing Board; and
WHEREAS, competitive solicitation requirement is hereby dispensed and a sole source procurement with Greenlite Lighting Corp USA is justifiably in the best interest of Pioneer for the f9llowing reasons:
• Greenlite has over 25 years of utility program experience. • Greenlite has held contracts with over 95 utilities to launch similar programs. • Greenlite has expertise is partnering with National Retailers to distribute energy-efficiency products under Utility Efficiency Programs • Greenlite has partnerships with Major Hardware,, Drug, Grocery, and Discounters allows us to reach demographics of all socio-economic backgrounds to promote the equitable availability of generous utility rebates. • Greenlite has worked with a neighboring utility to Pioneer to launch a successful, similar program.
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.
Resolution 2023-28
September 28, 2023
2. The Governing Board hereby authorizes the Executive Director to finalize negotiations and execute an Agreement with Greenlite Lighting Corp USA for Program services, pursuant to the terms described in the staff report and staff presentation associated with this item, for program services beginning on October 1, 2023, for an amount not-to-exceed $262,400, subject to approval by General Counsel.
3. This Resolution shall take effect immediately upon its adoption.
Attachment A: Professional Services Agreement with Greenlite Lighting Corp USA. 2 Administering Agency: Pioneer Community Energy
Contract No.
Contract Description: LED Rebate Program Services
CONSULTANT SERVICES AGREEMENT
THIS AGREEMENT is made at Rocklin, California, as of September 28, 2023, by and between Pioneer Community Energy, ("Pioneer"), and Greenlite Lighting Corp USA ("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 two hundred and sixty-two thousand four hundred Dollars ($262,400).
3. Facilities, Equipment and Other Materials, and Obligations of Pioneer. Unless otherwise specified in Exhibit C, Consultant shall, at its sole cost and expense, furnish all facilities, equipment, and other materials which may be required for furnishing services pursuant to this Agreement.
4. Exhibits. All exhibits referred to herein will be attached hereto and by this reference incorporated herein.
5. Time for Performance. Time is of the essence. Failure of Consultant to perform any services within the time limits set forth in Exhibit A shall constitute material breach of this contract.
6. Independent Consultant. At all times during the term of this Agreement, Consultant shall be an independent Consultant and shall not be an employee of Pioneer. Pioneer shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement. Pioneer shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement.
7. Licenses, Permits, Etc. Consultant represents and warrants to Pioneer that it has all licenses, permits, qualifications, and approvals of whatsoever nature, which are legally required for Consultant to practice its profession. Consultant represents and warrants to Pioneer that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, and approvals which are legally required for Consultant to practice its profession at the time the services are performed.
8. Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary for the satisfactory performance of Consultant's obligations pursuant to this Agreement. Neither party shall be considered in default of this - 1 -
Agreement to the extent performance is prevented or delayed by any cause, present or future, which is beyond the reasonable control of the party.
9. Hold Harmless and Indemnification Agreement. At all times during the performance of this agreement, Consultant agrees to protect, defend, and indemnify Pioneer in accordance with the provisions contained in Exhibit D.
1 0. Insurance. Consultant shall file with Pioneer concurrently herewith a Certificate oflnsurance, in companies acceptable to Pioneer, with a Best's Rating of no less than A-:VII, for the coverage shown in Exhibit D. All costs of complying with these insurance requirements shall be included in Consultant's fee(s). These costs shall not be considered a "reimbursable" expense under any circumstances.
11. Consultant Not Agent. Except as Pioneer may specify in writing Consultant shall have no authority, express or implied, to act on behalf of Pioneer in any capacity whatsoever as an agent.
Consultant shall have no authority, express or implied pursuant to this Agreement to Bind Pioneer to any obligation whatsoever.
12. Assignment Prohibited. Consultant may assign its rights and obligations under this Agreement only upon the prior written approval of Pioneer, said approval to be in the sole discretion of Pioneer.
13. Personnel.
A. Consultant shall assign only competent personnel to perfonn services pursuant to this Agreement. In the event that Pioneer, in its sole discretion, at any time during the term of this Agreement, desires the removal of any person or persons assigned by Consultant to perform services pursuant to this Agreement, including those members of the Project Team as explained below, Consultant shall remove any such person immediately upon receiving notice from Pioneer of the desire of Pioneer for removal of such person or persons.
B. Notwithstanding the foregoing, if specific persons are designated as the "Project Team" in Exhibit A, Consultant agrees to perform the work under this agreement with those individuals identified. Reassignment or substitution of individuals or subcontractors named in the Project Team by Consultant without the prior written consent of Pioneer shall be grounds for cancellation of the agreement by Pioneer, and payment shall be made pursuant to Section 15 (Termination) of this Agreement only for that work performed by Project Team members.
14. Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. All products of whatsoever nature which Consultant delivers to Pioneer pursuant to this Agreement shall be prepared in a substantial first class and workmanlike manner and conform to the standards or quality normally observed by a person practicing in Consultant's profession.
15. Termination.
A. Pioneer shall have the right to terminate this Agreement at any time by giving notice in writing of such termination to Consultant. In the event Pioneer shall give notice of termination, Consultant shall immediately cease rendering service upon receipt of such written notice, pursuant to this Agreement. In the event Pioneer shall terminate this Agreement:
1) Consultant shall deliver copies of all writings prepared by it pursuant to this Agreement. The term "writings" shall be construed to mean and include: handwriting, - 2 -
typewriting, printing, Photostatting, photographing, and every other means of recording upon any tangible thing any form of communication or representation, including letters, words, pictures, sounds, or symbols, or combinations thereof. 2) Pioneer shall have full ownership and control of all such writings delivered by Consultant pursuant to this Agreement.
3) Pioneer shall pay Consultant the reasonable value of services rendered by Consultant to the date of termination pursuant to this Agreement not to exceed the amount documented by Consultant and approved by Pioneer as work accomplished to date; provided, however, that in no event shall any payment hereunder exceed the amount of the agreement specified in Exhibit B, and further provided, however, Pioneer shall not in any manner be liable for lost profits which might have been made by Consultant had Consultant completed the services required by this Agreement. In this regard, Consultant shall furnish to Pioneer such financial information as in the judgment of Pioneer is necessary to determine the reasonable value of the services rendered by Consultant. The foregoing is cumulative and does not affect any right or remedy, which Pioneer may have in law or equity.
B. Consultant may terminate its services under this Agreement upon thirty- (30) working days' advance written notice to Pioneer.
16. Contract Term. This agreement shall remain in place until the Scope of Services described in Exhibit A is completed, or until contract is terminated pursuant to Section 15 of this contract.
17. Non-Discrimination. Consultant shall not discriminate in its employment practices because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, or sexual orientation in contravention of the California Fair Employment and Housing Act, Government Code section 12900 et fillli.
18. Records. Consultant shall maintain, at all times, complete detailed records with regard to work performed under this agreement in a form acceptable to Pioneer, and Pioneer shall have the right to inspect such records at any reasonable time. Notwithstanding any other terms of this agreement, no payments shall be made to Consultant until Pioneer is satisfied that work of such value has been rendered pursuant to this agreement. However, Pioneer shall not unreasonably withhold payment and, if a dispute exists, the withheld payment shall be proportional only to the item in dispute.
19. Ownership oflnformation. All professional and technical information developed under this Agreement and all work sheets, reports, and related data shall become the property of Pioneer, and Consultant agrees to deliver reproducible copies of such documents to Pioneer on completion of the services hereunder. Pioneer agrees to indemnify and hold Consultant harmless from any claim arising out of reuse of the information for other than this project.
20. Waiver. One or more waivers by one party of any major or minor breach or default of any provision, term, condition, or covenant of this Agreement shall not operate as a waiver of any subsequent breach or default by the other party.
21. Conflict of Interest. Consultant certifies that no official or employee of Pioneer, nor any business entity in which an official of Pioneer has an interest, has been employed or retained to solicit or aid in the procuring of this agreement. In addition, Consultant agrees that no such person will be employed in the performance of this agreement without immediately notifying Pioneer.
22. Entirety of Agreement. This Agreement contains the entire agreement of Pioneer and Consultant with respect to the subject matter hereof, and no other agreement, statement, or promise made by - 3 -
any party, or to any employee, officer or a12:ent of any party, which is not contained in this Agreement, shall be binding or valid.
23. Alleralion. No waiver, alteration, 111oui1icatio11, or tenni11atio11 of this Agreerneut shall be valid unless made in writing and signed by all parties, except as expressly provided in Section 15, Termination.
24. Governing Law. This Agreement is executed and intended to be performed in the State of California, and the laws of that State shall govern its interpretation and effect. Any legal proceedings on this agreement shall be brought under the jurisdiction of the Superior Court of County of Placer, State of California, and Consultant hereby expressly waives those provisions in California Code of Civil Procedure §394 that may have allowed it to transfer venue to another jurisdiction.
25. Notification. Any notice or demand desired or required to be given hereunder shall be in writing and deemed given when personally delivered or deposited in the mail, postage prepaid, and addressed to the parties as follows:
PIONEER COMMUNITY ENERGY:
Pioneer Community Energy
Attn: Eric Acedo
2510 Warren Drive Suite B
Rocklin, CA 95677
[email protected]
Phone: (916) 758-8943
CONSUL TANT:
Greenlite Lighting Corp USA
Attn: Nina Gupta
17192 Murphy Avenue#l9189
Irvine, CA 92623
[email protected]
Phone: (877) 255-0004
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 Director
Approved as to Form - General Counsel:
By:
Printed Name/Title:
Greenlite Lighting Corp. USA
By:
Name: Nina Gupta
Title: President & CEO
*If Consultant is a corporation, this agreement must be signed by a corporate officer, either the President or Vice President, unless an authenticated c01porate resolution is attached delegating authority to a single officer or other officers to bind the corporation.
Exhibits
A. Scope of Services
B. Payment for Services Rendered
C. Facilities, Equipment and Other Obligations of Pioneer D. Hold Harmless Agreement and Insurance Requirements
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A. Introduction
EXHIBIT A
SCOPE OF SERVICES
a. This scope of work provides an outline of the essential activities and responsibilities involved in implementing the Greenlite Energy Efficiency Program. b. The program aims to establish a collaborative partnership among Greenlite, Pioneer Community Energy, and participating retailers, with the goal of promoting energy-efficient products in the market. c. The focus is on ensuring a smooth process from the beginning of the agreement to order replenishment.
B. Experience
a. Greenlite has participated in Utility Upstream Residential Programs for 25+ years and was the first manufacturer to launch an Upstream Buydown Program in the state of California.
b. In 2023 Greenlite held contracts with 95+ utilities nationwide delivering Energy Saving products to residential homeowners.
c. Greenlite has tremendous experience in designing goal-conquering ENERGY ST AR® programs, navigating real-world challenges, and problem-solving effectively to allow for seamless program execution that is industry-leading.
C. Program Launch Preparation
a. Provide Pioneer with a list of retail partners within Pioneer service territory and Pioneer. b. Provide Pioneer with a list of product options and Pioneer will confirm which products shall be included and rebate for each product.
c. Provide Greenlite energy-saving products such as, but not limited to, LED lightbulbs, nightlights, and power strips.
d. Pioneer will provide branded stickers for Greenlite to add to each product before it is sent to a retail partner.
e. Pioneer will be responsible for all outreach and marketing initiatives to promote the LED discount program.
D. Retailer Outreach
a. Reach out to retailer partners identified in Pioneer Community Energy service territory to participate in program.
i. Outreach initiatives include the joining territories of Nevada City and Grass Valley
b. Create an order form comprised of approved items outlined within the agreement. c. Provide order form to partners for product shipment.
E. Retailer Engagement
a. Interact with retailers to provide them with a clear understanding of the program's terms, benefits, product range, and pricing.
b. Maintain contact with retail partners to ensure products are stocked. c. Receive sales reports from partners noting the sale of products.
F. Reporting
a. Provide Pioneer Community Energy with monthly reports.
Page l of Exhibit A
1. The report will include the number of products sold and the number of transactions at each store.
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EXHIBITB
PAYMENT FOR SERVICES RENDERED
Maximum Limit & Fee Schedule
The total amount for services rendered not to exceed $262,400.
Greenlite Fee Summary
Item Description Amount
Product rebate with admin time $250,000
included
Branded stickers for each product $12,400
with a 60 day lead time
Invoices
Invoices shall be provided once a month and will include a list of work performed by billable hour including date, hours and services provided. Work performed by Consultant will be subject to final acceptance by Pioneer. Payment will be due to the vendor within 30 days ofreceipt of the invoice.
Reimbursable Expenses
Administrative, overhead, secretarial time or overtime, word processing, photocopying, in house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. Travel expenses must be authorized in advance in writing by Pioneer.
Submit all invoices to:
Page I of Exhibit B
Pioneer Community Energy
Attn: Eric Acedo
[email protected]
2510 Warren Drive, Suite B
Rocklin, CA 95677
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EXHIBIT C
FACILITIES, EQUIPMENT, AND OTHER
MATERIALS, AND OBLIGATIONS OF PIONEER
NOT APPLICABLE
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EXHIBITD
HOLD HARMLESS AGREEMENT
AND INSURANCE REQUIREMENTS
1. HOLD HARMLESS AND INDEMNIFICATION AGREEMENT
The CONSULTANT hereby agrees to protect, defend, indemnify, and hold PIONEER free and harmless from any and all losses, claims, liens, demands, and causes of action of every kind and character including, but not limited to, the amounts of judgments, penalties, interest, court costs, legal fees, and all other expenses incurred by PIONEER arising in favor of any 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.
CONSULT ANT also agrees to bear all other costs and expenses related thereto, even if the claim or claims alleged are groundless, false, or fraudulent. This 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 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 means Pioneer or its officers, agents, employees, and volunteers.
2. INSURANCE:
CONSULT ANT shall file with PIONEER concurrently herewith a Certificate of Insurance, m companies acceptable to PIONEER, with a Best's Rating of no less than A-:VII showing.
3. WORKER'S COMPENSATION AND EMPLOYERS LIABILITY INSURANCE:
Worker's Compensation Insurance shall be provided as required by any applicable law or regulation.
Employer's liability insurance shall be provided in amounts not less than one million dollars ($1,000,000) each accident for bodily injury by accident, one million dollars ($1,000,000) policy limit for bodily injury by disease, and one million dollars ($1,000,000) each employee for bodily injury by disease.
If there is an exposure of injury to CONSULTANT'S employees under the U.S. Longshoremen's and Harbor Worker's Compensation Act, the Jones Act, or under laws, regulations, or statutes applicable to maritime employees, coverage shall be included for such injuries or claims.
Each Worker's Compensation policy shall be endorsed with the following specific language:
Cancellation Notice - "This policy shall not be changed without first giving thirty (30) days prior written notice and ten (10) days prior written notice of cancellation for non-payment of premium to Pioneer Community Energy".
Waiver of Subrogation -The workers' compensation policy shall be endorsed to state that the workers' compensation carrier waives its right of subrogation against Pioneer, its officers, directors, officials,
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employees, agents or volunteers, which might arise by reason of payment under such policy in connection with performance under this agreement by the CONSULT ANT.
CONSULT ANT shall require all SUBCONTRACTORS to maintain adequate Workers' Compensation insurance. Certificates of Workers' Compensation shall be filed forthwith with Pioneer upon demand.
4. GENERAL LIABILITY INSURANCE:
A. Comprehensive General Liability or Commercial General Liability insurance covering all operations by or on behalf of CONSULT ANT, providing insurance for bodily injury liability and property damage liability for the limits ofliability indicated below and including coverage for:
(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) Commercial General Liability (Claims Made).
C. If CONSUL TANT carries a Comprehensive General Liability policy, the limits of liability shall not be less than a Combined Single Limit for bodily injury, property damage, and Personal Injury Liability of:
One million dollars ($1,000,000) each occurrence
Two million dollars ($2,000,000) aggregate
D. If CONSULT ANT carries a Commercial General Liability (Occurrence) policy:
(1) The limits ofliability shall not be less than:
One million dollars ($1,000,000) each occurrence (combined single limit for bodily injury and property damage)
One million dollars ($1,000,000) for Products-Completed Operations ➔ Two million dollars ($2,000,000) General Aggregate
(2) If the policy does not have an endorsement providing that the General Aggregate Limit applies separately, or if defense costs are included in the aggregate limits, then the required aggregate limits shall be two million dollars ($2,000,000).
E. Special Claims Made Policy Form Provisions:
CONSULTANT shall not provide a Commercial General Liability (Claims Made) policy without the express prior written consent of PIONEER, which consent, if given, shall be subject to the following conditions:
(1) The limits of liability shall not be less than:
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One million dollars ($1,000,000) each occurrence ( combined single limit for bodily injury and property damage)
One million dollars ($1,000,000) aggregate for Products Completed Operations Two million dollars ($2,000,000) General Aggregate
(2) The insurance coverage provided by CONSULT ANT shall contain language providing coverage up to one (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.
5. ENDORSEMENTS:
Each Comprehensive or Commercial General Liability policy shall be endorsed with the following specific language:
A. "Pioneer Community Energy, its officers, agents, employees, and volunteers are to be covered as insured for all liability arising out of the operations by or on behalf of the named insured in the performance of this Agreement."
B. "The insurance provided by the Consultant, including any excess liability or umbrella form coverage, is primary coverage to Pioneer Community Energy with respect to any insurance or self-insurance programs maintained by Pioneer Community Energy and no insurance held or owned by Pioneer Community Energy shall be called upon to contribute to a loss." C. "This policy shall not be changed without first giving thirty (30) days prior written notice and ten (10) days prior written notice of cancellation for non-payment of premium to Pioneer Community Energy."
6. AUTOMOBILE LIABILITY INSURANCE:
Automobile Liability insurance covering bodily injury and property damage in an amount no less than one million dollars ($1,000,000) combined single limit for each occurrence.
Covered vehicles shall include owned, non-owned, and hired automobiles/trucks.
7. PROFESSIONAL LIABILITY INSURANCE:
Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount ofat least $1,000,000.
8. PRIVACY AND CYBERSECURITY LIABILITY INSURANCE:
Privacy and cybersecurity liability (including costs arising from data destruction, hacking or intentional breaches, crisis management activity related to data breaches, and legal claims for security breach, privacy violations, and notification costs of at least $5,000,000 US per occurrence.
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9 ADDITIONAI. RFOUIRFMFNTS:
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.
CONSUL TANT's Obligations - CONSULTANT's indemnity and other obligations shall not be limited by the foregoing insurance requirements and shall survive the expiration of this agreement.
Verification of Coverage - CONSULT ANT shall furnish Pioneer with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by Pioneer before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the CONSULTANT's obligation to provide them. Pioneer reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
Material Breach - Failure of the CONSUL TANT 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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