Agenda — Pioneer Community Energy Board of Directors, November 16, 2023 (part 1 of 3)

Board of Directors
Chair: Alice Dowdin Calvillo
Vice Chair: John Hidahl
City of Auburn
Alice Dowdin Calvillo
Rachel Radell-Harris, Alternate
City of Colfax
Sean Lomen
Kim Douglass, Alternate
County of El Dorado
John Hidahl
Lori Parlin, Alternate
City of Grass Valley
Tom Ivy
Jan Arbuckle, Alternate
City of Lincoln
Holly Andreatta
Dan Karleskint, Alternate
Town of Loomis
Amanda Cortez
Danny Cartwright, Alternate
Nevada City
Gary Petersen
vacant, Alternate
County of Placer
Jim Holmes
Suzanne Jones
Bonnie Gore, Alternate
City of Placerville
David Yarbrough
John Clerici, Alternate
City of Rocklin
Greg Janda
David Bass, Alternate
Pioneer Community Energy
Board of Directors
November 16, 2023
3:00 PM Call to Order
Pioneer Community Energy Board Room
2510 Warren Drive, Suite B, Rocklin, CA 95677
This regular meeting will convene in person at the address printed above, be accessible on the Zoom platform at the following link:
https://us06web.zoom.us/j/89967227073;
and live streamed for viewing on the Pioneer website:
https://pioneercommunityenergy.org/about-us/meetings-and-agendas/.

Members of the public may participate in person or by remote audio/visual access. Those who participated remotely and 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 (699) 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.

I. GENERAL ADMINISTRATIVE FUNCTION – PART 1
A. CALL TO ORDER

1. Roll Call
B. AGENDA REVIEW
C. PRESENTATIONS BY THE PUBLIC ON MATTERS NOT ON THE AGENDA WITHIN THE

JURISDICTION OF THE BOARD
Persons may address the Board on items not 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 October 19, 2023 regular meeting. (ECKERT) b) FINANCE & ADMINISTRATION
Adopt Resolution approving an updated New Member Reserve Policy. (KOEHN) c) FINANCE & ADMINISTRATION
Approve the New Member Reserve amount of $5,300,000 for the Cities of Grass Valley and Nevada City. (KOEHN)
d) MARKETING & COMMUNICATIONS
Adopt a resolution approving and authorizing the Executive Director to execute a renewal agreement with Granicus for GovDelivery email services effective November 25, 2023, for an amount not to exceed $130,000. (STASSI-VANACORE)
III. REGULAR AGENDA
2) MARKETING & COMMUNICATIONS
Adopt a Resolution Approving and Authorizing the Executive Director to Execute a Second Amendment to the Agreement with Calpine Energy Solutions, LLC for Data Management and Warehousing, Call Center Support, and Billing Services Increasing the Contract Authority and Extending the Termination Date to December 31, 2026 (ACTION – STASSI-VANACORE) Recommendation: Adopt resolution approving and authorizing the Executive Director to execute a Second Amendment to the Agreement with Calpine Energy Solutions, LLC for data management and warehousing, call center support, and billing services increasing the contract authority and extending the termination date to December 31, 2026.
3) PROCUREMENT
Adopt a Resolution Approving and Authorizing a local Feed-in-Tariff Program in an Amount not to Exceed Twenty Million Dollars (ACTION – KANG)
Recommendation: Adopt a resolution approving and authorizing a local feed-in-tariff program in an amount not to exceed twenty million dollars.
4) ADMINISTRATION
Authorize staff to notice member agencies and proceed with adopting the Second Amended and Restated Joint Powers Agreement for Pioneer Community Energy with any changes requested by the Governing Board (ACTION – ECKERT) Recommendation: Authorize staff to notice member agencies and proceed with adopting the Second Amended and Restated Joint Powers Agreement for Pioneer Community Energy with any changes requested by the Governing Board.
5) MARKETING & COMMUNICATIONS
Nevada City and Grass Valley Expansion Update (DISCUSSION – STASSI-VANACORE) Recommendation: Receive an update on the public outreach and marketing activities for expansion into Nevada City and Grass Valley by Pioneer Community Energy (“Pioneer”) beginning January 1, 2024. 6) FINANCE & ADMINISTRATION
Receive Quarterly Financial Reports Through September 30, 2023 (DISCUSSION – KOEHN) Recommendation: Receive Quarterly Financial Reports through September 30, 2023.

IV. GENERAL ADMINISTRATIVE FUNCTION – PART 2
A. BOARD MEMBER COMMUNICATIONS
B. EXECUTIVE DIRECTOR COMMUNICATIONS
C. ITEMS FOR INFORMATION

1. Glossary of Terms
D. ADJOURNMENT
Upcoming Meeting of the Board:

December 14, 2023 at 3:00 PM
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 November 16, 2023 regular meeting of the Pioneer Community Energy Governing Board was posted and available for public review on November 9, 2023 at the offices of Pioneer Community Energy, 2510 Warren Drive, Suite B, Rocklin, CA 95677; and, was available for viewing 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].

ITEM #1a
DRAFT

PIONEER COMMUNITY ENERGY

GOVERNING BOARD

REGULAR MEETING MINUTES
October 19, 2023
Entry No. 1
Heard General Administration Functions, Part I.

Call to Order
Pioneer Community Energy Governing Board met in open session at 3:00 PM on 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 Placer County Board of Supervisors – Roseville District Office, 2200 Douglas Blvd., Bldg. A, Suite 260, Roseville, California 95661; and 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

Present: City of Colfax (Lomen), County of El Dorado (Hidahl), City of Grass Valley (Ivy), City of Lincoln (Andreatta), Nevada City (Petersen), County of Placer (Jones), City of Placerville (Yarbrough), and City of Rocklin (Janda).

Absent: City of Auburn (Dowdin Calvillo), Town of Loomis (Cortez), and County of Placer (Holmes).

Director Lomen arrived following the Consent Agenda.

Director Jones informed staff that she would excuse herself at 4:00 PM due to a scheduling conflict.

Vice Chair Hidahl presided over the meeting.

Agenda Review
Reviewed and made no revision to the meeting agenda for October 19, 2023.

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 September 28, 2023 special meeting as amended.

Received Fiscal Year 2023-24 Draft Financial Reports through August 2023.

MOTION: Andreatta. SECOND: Janda. Vote: 7:0:4.

Ayes: Andreatta, Hidahl, Ivy, Janda, Jones, Petersen, Yarbrough.

Noes: None.

Absent: Cortez, Dowdin Calvillo, Holmes, Lomen.

DRAFT October 19, 2023 – page 2
Entry No. 3
Partnership with Participate.Energy
Received presentation and provided direction to staff about introducing Participate.Energy to Pioneer Community Energy’s customers with the goal of offering microgrid solutions.

Executive Director Eckert informed the Board that this program would help Pioneer in retention, value, and resource adequacy potential.

Direction:

The Board requested that a couple of scenarios be presented; requested more analysis to be done and confirmed no cost to Pioneer for analysis; requested more information about the collective microgrid system.

Entry No. 4
Adopt Resolution Approving Amendments to the Energy Risk Management Policy Received presentation and discussed updates made to the Energy Risk Management Policy as: (1) minor changes to improve clarity – no policy shift; (2) expansion jurisdictions added; (3) clarity regarding lower rates and competitiveness; (4) clarified the Technical Procurement Advisor non-voting Risk Oversight Committee member is selected by the Executive Director; and (5) clarified sections to align regarding Energy Procurement Review Committee approval of contracts greater than 5 years.

Staff recommended the Board to adopt resolution approving the Energy Risk Management Policy that replaces existing policy approved by the Risk Oversight Committee; and informed the Board that next steps include required biennial review by the Board and annual review by staff; and that revisions would be brought to the Board sooner if warranted.

Adopted Resolution 2023-29 approving amendments to Pioneer Community Energy’s Energy Risk Management Policy.

MOTION: Andreatta. SECOND: Yarbrough. Vote: 7:0:4.

Ayes: Andreatta, Hidahl, Ivy, Janda, Lomen, Petersen, Yarbrough.

Noes: None.

Absent: Cortez, Dowdin Calvillo, Holmes, Jones.

Entry No. 5
End of Legislative Session Update
Received an update on the end of session legislative activities including the following bills that Pioneer Community Energy (Pioneer) had a position on: AB 538 (Holden), AB 557 (Hart), AB 625 (Aguiar-Curry), AB 643 (Berman), AB 704 (Patterson), AB 998 (Connolly), AB 1373 (Garcia), SB 83 (Weiner), SB 410 (Becker), SB 488 (Alvarado-Gil), SB 529 (Gonzalez), and SB 537 (Becker).

Entry No. 6
Authorize the Preparation of the Second Amended and Restated Joint Exercise of Powers Agreement for Pioneer Community Energy
Received presentation on preparation of a Second Amended and Restated Joint Exercise of Powers Agreement (JPA) by making non-substantive administrative updates to the document and eliminating the requirement that each Member Agency adopt resolutions approving new members to the JPA as described.

Discussed and provided direction for General Counsel to return with the amended language including provision for certain amendments to be approved by two-thirds majority vote by the Board; and provision DRAFT October 19, 2023 – page 3
for certain amendments including additional new members and amending central powers to be approved by each member agency prior to the Board vote.

General Counsel will return with the amended language including the two options discussed for Board approval to move forward with notification, member agency vote, and the Board’s final adoption.

Entry No. 7
Update on Expansion into Unincorporated Nevada County
Received an update of Pioneer Community Energy’s expansion efforts into Unincorporated Nevada County.

Entry No. 8
Heard General Administration Functions, Part II.

Board Member Communications
Director Andreatta informed staff that the December 14, 2023 meeting conflicts with the scheduled meeting for the Placer County Air Pollution Control District Board of which she, and other Pioneer Board Members are members of that Board.

Executive Director Communications
Executive Director Eckert extended Board Chair Dowdin Calvillo’s apology as she was unable to attend today’s meeting due to illness; and, reminded the Board of the upcoming event celebrating Pioneer’s 5-Year Anniversary on November 1, 2023 from 5:00-7:00 PM at the Blue Goose in Loomis.

Informational Items
Received the Glossary of Terms.

Adjournment
The meeting adjourned at 5:02 PM.

Page 1 of 1 ends

Staff Report – Item 1b
To: The Governing Board
From: Brad Koehn, Director of Finance and Administration Item 1b: Adopt Resolution Approving an Updated New Member Reserve Policy Date: 11/16/2023

RECOMMENDATION
Adopt Resolution Approving an updated New Member Reserve Policy.

BACKGROUND
At the March 18, 2021, Board meeting, the New Member Reserve Policy (Policy) was approved. The Policy purpose is to ensure that the net revenues accumulated by the ratepayers of the existing members of Pioneer could not be used to subsidize rates or other activities for new member agencies joining Pioneer until the new members achieved a targeted net revenues contribution level.

The Policy referenced the Cash Reserve Policy that was approved at that time, but the Cash Reserve Policy has since been updated. The Policy defines the new member target reserve as the difference between the minimum reserve target with expansion and prior to expansion.

ANALYSIS & DISCUSSION
The updated Financial Reserve Policy now identifies the minimum reserve cash liquidity target as 160 days instead of the prior target of 120 days. Updating the New Member Reserve Policy to calculate the target using 160 days will further ensure the Policy’s limitations on the use of the Reserves continue to be protected.

The policy provides limitations on the use of the Reserves by new members including:
• Subsidizing customer rates that are not based on the cost of service; • Subsidizing economic development rates;
• Paying, in whole or in part, for the costs of financing or constructing local energy projects.

The terms of the policy would sunset the earlier of three (3) years from the time the new member(s) begins receiving electricity from Pioneer or when the new member(s) has contributed an amount of net reserves equal to their Targeted Net Reserves.

FISCAL IMPACT
There is no fiscal impact with this report.

ATTACHMENTS

1. Updated New Member Reserve Policy Red-lined for updates

2. Resolution Approving Updated New Member Reserve Policy Plf)NEER

COMMUNITY ENERGY
FRP5
Category: Finance
Page | 1 : March 18, 2021

NEW MEMBER RESERVE POLICY
I. PURPOSE
The New Member Reservice Policy (Policy) is established for the purpose of ensuring that all net revenues established by the existing members of Pioneer Community Energy (“Pioneer”) as of the date the new member begins receiving electricity from Pioneer, are for the exclusive benefit of Pioneer ratepayers within the jurisdiction of the existing members and not used to subsidize the rates or programs of new members.

II. SUPPLEMENT TO EXISTING RESERVES POLICY
Pioneer currently has a Cash Reserves Policy (Existing Reserves Policy) with the purpose of managing risk associated with economic uncertainties including rate instability, volatile energy prices and other unexpected expenditures. This New Member Reserve Policy should be considered a supplement to the Existing Reserves Policy.

III. DEFINITIONS
“Baseline Reserve” is defined to mean the dollar amount of Reserves accumulated by Pioneer ratepayers and identified by the Governing Board on the date a new member begins receiving electricity from Pioneer. If two or more members begin receiving electricity from Pioneer at the same time, this Policy will apply to the new members collectively.
“New Member” is defined to mean any public agency that becomes a member of Pioneer Community Energy after December 31, 2021. “Pioneer Founding Members” include the Cities of Auburn, Colfax, Lincoln, Rocklin, the Town of Loomis and Unincorporated Placer County.

Plf, NEER

COMMUNITY ENERGY
FRP5
Category: Finance
Page | 2 : March 18, 2021
“Minimum Reserve Target” is defined to equal 120160 days of cash on hand based on the following fiscal year’s forecasted operating budget expenditures.
“Target Net Reserves” is defined as the difference between the Minimum Reserve Target based on the following fiscal year’stwelve months of forecastedbudgeted operating expenditures to serve the new member(s) and the minimum reserve target before expansion.  Example:
o The minimum reserve target based on the following
twelve months of forecasted operating expenses
without expansion is $27 million.
o The minimum reserve target adjusted for incremental
operating expenses due to serving new member(s) is
$45 million.
o The target net reserves would be the difference of $45 million less $27 million or $18 million.

IV. LIMITATIONS ON USE OF BASELINE RESERVE
The Baseline Reserve may be used for any lawful purposes of Pioneer as determined by the Governing Board except the following expenditures:
a) Subsidizing customer rates in the jurisdiction of a new member or members that are not based on the cost of
service.
b) Subsidizing economic development rates for commercial or industrial customers in the jurisdiction of a new member or members.
c) Paying, in whole or in part, for the costs of financing or constructing local energy projects located in the jurisdiction of a new member or members.

Plf, NEER

COMMUNITY ENERGY
FRP5
Category: Finance
Page | 3 : March 18, 2021
V. SUNSET OF POLICY TO NEW MEMBERS
The terms of this policy shall cease to apply on the earlier of three years from the date the new member(s) begins receiving electricity from Pioneer or when the new member(s) contributes an amount of net reserves to Pioneer that are equal to or exceed “Target Net Reserves.”
Plf, NEER

COMMUNITY ENERGY

Page 1 of 1 ends

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 November 16, 2023, 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, on March 18, 2021 the Governing Board approved a New Member Reserve Policy (Policy); and
WHEREAS, the Policy references the Reserve Policy that existed at that time and the Reserve Policy has since been updated; and
WHEREAS, the current approved Financial Reserve Policy sets a 160 day cash liquidity as the reserve target; and
WHEREAS, the New Member Reserve Policy should incorporate the updated Reserve Policy cash liquidity reserve target
BE IT RESOLVED, the Governing Board of Pioneer Community Energy, hereby finds, declares, and resolves as follows:

1. The Updated New Member Reserves Policy is approved.

2. This Resolution shall take effect immediately.

Exhibit: FP5 – New Member Reserve Policy
In the matter of: A RESOLUTION APPROVING AN

UPDATED NEW MEMBER RESERVES POLICY
FRP5
Category: Finance
Page | 1 presented: November 16, 2023

NEW MEMBER RESERVE POLICY
I. PURPOSE
The New Member Reserve Policy (Policy) is established for the purpose of ensuring that all net revenues established by the existing members of Pioneer Community Energy (“Pioneer”) as of the date the new member begins receiving electricity from Pioneer, are for the exclusive benefit of Pioneer ratepayers within the jurisdiction of the existing members and not used to subsidize the rates or programs of new members.

Plt, NEER

COMMUNITY ENERGY
FRP5
Category: Finance
Page | 2 presented: November 16, 2023
“Minimum Reserve Target” is defined to equal 160 days of cash on hand based on the following fiscal year’s forecasted operating expenditures.
“Target Net Reserves” is defined as the difference between the Minimum Reserve Target based on the following fiscal year’s of forecasted operating expenditures to serve the new member(s) and the minimum reserve target before expansion.
• Example:
o The minimum reserve target based on the following
twelve months of forecasted operating expenses
without expansion is $27 million.
o The minimum reserve target adjusted for incremental
operating expenses due to serving new member(s) is
$45 million.
o The target net reserves would be the difference of $45 million less $27 million or $18 million.

Plt, NEER

COMMUNITY ENERGY
FRP5
Category: Finance
Page | 3 presented: November 16, 2023
V. SUNSET OF POLICY TO NEW MEMBERS
The terms of this policy shall cease to apply on the earlier of three years from the date the new member(s) begins receiving electricity from Pioneer or when the new member(s) contributes an amount of net reserves to Pioneer that are equal to or exceed “Target Net Reserves.”
Plt, NEER

COMMUNITY ENERGY

Page 1 of 1 ends

Staff Report – Item 1c
To: The Governing Board
From: Brad Koehn, Director of Finance and Administration Item 1c: Approve the New Member Reserve Amount
Date: 11/16/2023

ACTION REQUESTED
Approve the New Member Reserve Amount of $5,300,000 for the Cities of Grass Valley and Nevada City.

BACKGROUND
At the March 18, 2021, Board meeting, the Board established the New Member Reserve Policy and then revised the Policy on November 16, 2023 (prior to consideration of this item), to be aligned with Pioneers updated minimum reserve target of 160 days of liquidity. The purpose of the Policy is to ensure that all net revenues established by the existing members of Pioneer Community Energy (Pioneer) as of the date the new member begins receiving electricity from Pioneer, are for the exclusive benefit of Pioneer ratepayers within the jurisdictions of the existing members and not used to subsidize the rates of new members.

The Policy is a supplement to Pioneer’s Financial Policies and is intended to restrict subsidized rates for the new members until the new members have contributed to a Targeted Net Reserve amount or the expiration of three years, whichever is earlier.

The Minimum Reserve Target is defined as 160 days of cash on hand (cash liquidity) and is calculated based on an estimated full fiscal year of operating expenses. The Minimum Reserve Target is calculated twice, first to include the full 12-month cost of the expansion territory and second without any of the operating costs associated with the expansion. The New Member Targeted Reserve is the difference between the two calculations and is used to identify the contribution to Reserves over time that is expected from the rate payers in the New Members service territory.

ANALYSIS & DISCUSSION
A projected estimate of Fiscal Year 2024-25 Power and Operating Expenses using the most updated pro forma and power costs was used to calculate the Minimum Reserve Target with and without the expansion costs.

Minimum Reserve Target including the expansion territory $100,200,000 Minimum Reserve Target without the expansion territory $ 94,900,000 New Member Target Reserve Contribution $ 5,300,000

STRATEGIC PLAN
Strategic Priority 5: Financial Stability & Strategic Growth

FISCAL IMPACT
Identifying the New Member Targeted Reserve amount does not create the need for a budget appropriation, but rather reinforces the Boards direction to increase contributions to reserves.

ATTACHMENTS
None.

Plf)NEER

COMMUNITY ENERGY

Page 1 of 2 ends

Staff Report – Item 1d
To: The Governing Board
From: Gina Stassi-Vanacore, Director of Public Affairs, Marketing and Programs Item 1d: Adopt a Resolution Approving and Authorizing the Executive Director to Execute a Renewal Agreement with Granicus for GovDelivery Email Services Effective November 25, 2023, for an Amount Not to Exceed $130,000.

Date: 11/16/2023

RECOMMENDATION
Adopt a resolution approving and authorizing the Executive Director to execute a renewal agreement with Granicus for GovDelivery email services effective November 25, 2023, for an amount not to exceed $130,000.

BACKGROUND
At the December 17, 2020, Governing Board meeting, the Board authorized Pioneer Community Energy (“Pioneer”) to enter into a three-year agreement with Granicus, which specializes in email list management and communications specifically for government agencies (“GovDelivery”). Pioneer has effectively used the GovDelivery email service for to convey marketing, regulatory and other important communication with customers like required regulatory notices, Flex Alerts, customer and contractor notices, enrollment notices, and other project and program information, saving significant costs that would otherwise be used for direct mail.

ANALYSIS & DISCUSSION
Email communication has become standard for communicating with broad audiences and is more cost-effective than direct mail. Pioneer, along with several other CCAs, uses electronic communications for a variety of purposes, including for required regulatory notices. The California Public Utilities Commission (“CPUC”) has approved the use of electronic communications for many of these notices as many utility customers have opted for electronic invoicing or automatic bill pay.

The GovDelivery system presents Pioneer with several advantages, including a cost-effective alternative to direct mail, greater ability and efficiency in reaching customers and other intended audiences, and cost savings.

GovDelivery also: permits communications from .gov domains; provides tremendous flexibility for mailing list management and newsletter/information subscriptions by topic; and is granted a bypass by standard spam filters.

GovDelivery analytics track open rates, click through rates, undeliverable email tracking, and report generation, as well as list import/export features and marketing campaign management. Analytics for the past three years demonstrate that by using GovDelivery, Pioneer has experienced a higher-than-average open rate for electronic communications, and using GovDelivery has increased engagement around key priorities. As Pioneer continues to grow and communication efforts evolve, we anticipate expanding the use of the GovDelivery platform for newsletters and increased outreach to commercial customers.

The term of this agreement is one year. The agreement may be renewed for up to two successive one-year terms upon mutual written agreement of the parties. Pioneer retains the right to terminate the contract at any time.

Plf)NEER

COMMUNITY ENERGY
Agenda Item: 1d Agenda Date: 11/16/2023

Page 2 of 2 ends

STRATEGIC PLAN
This report supports the Quality in Service and Local Engagement priorities as outlined in the 2021-2024 Strategic Plan adopted by the Governing Board on September 16, 2021.

FISCAL IMPACT
The fiscal impact of this recommendation is $38,282.60 during FY 2023-24, $40,962.39 in FY 2024-25, and $43,829.75 in FY 2025-26. We anticipate a significant offset of this fee through postage savings.

ATTACHMENTS

1. Resolution Approving and Authorizing the Executive Director to Execute a Renewal Agreement with Granicus
Before the Governing Board of
Pioneer Community Energy
Resolution No.: ____________
The following Resolution was duly passed by the Governing Board of Pioneer Community Energy (Pioneer) at a regular meeting held November 16, 2023, 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 (“Pioneer”) and Granicus, LLC ("Granicus") entered a Consultant Services Agreement for communication and e-mail services on December 17, 2020 with compensation not to exceed $113,964 with a termination date of November 24, 2023.

WHEREAS, Pioneer and Granicus desire to renew an agreement for continued communication and e-mail services for 12 months effective November 24, 2023, with the option of two successive annual renewals for a total not-to-exceed amount of $130,000 as shown in Exhibit "A." BE IT RESOLVED, the Governing Board of Pioneer Community Energy, State of California, hereby finds, declares, and resolves as follows:

1. The above recitals are true and correct.

2. The Governing Board hereby approves and authorizes the Executive Director to Execute an Agreement with Granicus for electronic communications services, in substantially the form attached, for accounting services from November 25, 2023, through November 24, 2024, for an amount not-to-exceed $130,000 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: Granicus Master Subscription Agreement
IN THE MATTER OF: A RESOLUTION APPROVING AND

AUTHORIZING THE EXECUTIVE DIRECTOR TO

EXECUTE A RENEWAL AGREEMENT WITH GRANICUS

FOR GOVDELIVERY EMAIL SERVICES EFFECTIVE
NOVEMBER 25, 2023, FOR AN AMOUNT NOT TO
EXCEED $130,000.

Version October 2022
Master Subscription Agreement
This Master Subscription Agreement (“Agreement”) is effective as of November 25, 2023 (“Effective Date”) between Pioneer Community Energy, a California joint powers authority (“Client”) and Granicus, LLC, a Minnesota Limited Liability Company (“Granicus”).

1. Definitions. For the purpose of this Agreement, the following terms have the corresponding definitions:
“Content” means any material or data: (i) displayed or published on Client’s website; (ii) provided by Client to Granicus to perform the Services; or (iii) uploaded into Products. “Products” means the online or cloud subscription services, on premise software, and embedded software licensed to Client, and hardware components purchased by Client under this Agreement; “IP Rights” means all current and future worldwide statutory or other proprietary rights, whether registered or unregistered, including but not limited to, moral rights, copyright, trademarks, rights in designs, patents, rights in computer software data base rights, rights in know how, mask work, trade secrets, inventions, domain or company names and any application for the foregoing, including registration rights.
“Order” means a binding proposal, written order, or purchasing document setting forth the Products made available to Client pursuant to this Agreement;
“Services” means the consulting, integration, installation, and/or implementation services to be performed by Granicus as described in the SOW;
“SOW” means a statement of work agreed to by the partiesthat references this Agreement and describes the Services and Deliverables provided as part of a Services engagement pursuant to the Services provisions set forth in this Agreement; and

2. Intellectual Property Ownership and Use Rights.
a) Intellectual Property Ownership. Granicus and its licensors own all IP Rights in the Products.

Client and its authorized users have no right, title or interest in the Products other than the license rights expressly granted herein. All rights not expressly granted in the Products are reserved by Granicus or its licensors.
b) License to Products. Granicus hereby grants Client a non-exclusive, non-transferable license to access and use the Products identified in the Order during the Term set forth therein. In addition to the terms of this Agreement and the Order, product-specific license terms applicable to certain of the Products can be found at www.Granicus.com/legal/licensing and are hereby incorporated into this Agreement by reference. Granicus reserves all right, title and interest in and to all Granicus Products, including all rights not expressly granted to Client under this Agreement.

c) Third Party Contractors. Client may permit its third-party contractors to access and use the Products solely on behalf of and for the benefit of Client, so long as: (i) such contractor agrees to comply G

GRANICUS
2 of 12
with this Agreement as if it were Client; (ii) Client remains responsible for each contractor's compliance with this Agreement and any breach thereof; and (iii) all volume or transaction-based use of the Products includes use by contractors. All rights granted to any contractor terminate immediately upon conclusion of the Services rendered to Client that give rise to such right. Upon termination of such rights, contractor will immediately cease all use of the Products and uninstall and destroy all confidential or proprietary Granicus information in its possession. Client will certify compliance with this section in writing upon Granicus’ request.
d) Data Sources. Client may only upload data related to individuals that originates with or is owned by Client. Client shall not upload data purchased from third parties without Granicus’ prior written consent and list cleansing Services provided by Granicus for an additional fee. Granicus will not sell, use, or disclose any personal information provided by Client for any purpose other than performing Services subject to this Agreement.
e) Content. Client can only use Products to share Content that is created by or owned by Client and/or Content for affiliated organizations, provided that use by Client for affiliated organizations is in support only, and not as a primary communication vehicle for such organizations that do not have their own license to the Products. Granicus is not responsible for any Content used, uploaded or migrated by Client or any third party.
f) Advertising. Client shall not use Products to promote products or services available for sale through Client or any third party without Granicus’ prior written consent. g) Restrictions. Client shall not:
(i) Use or permit any end user to use the Products to store or display adult content, promote illegal or immoral activities, send or store infringing, obscene, threatening or unlawful or tortious material or disrupt others use of the Products, network services or network equipment, including unsolicited advertising or chain letters, propagation of computer worms and viruses, or use of the Products to make unauthorized entry into any other device accessible via the network or Products;
(ii) Use the Products as a door or signpost to another server; (iii) Disassemble, decompile, reverse engineer or make derivative works of the Products; (iv) Rent, lease, lend, or host the Products to or for any third party, or disclose the Products to any third party except as otherwise permitted in this Agreement or an Order or SOW; (v) Use the Products in violation of any applicable law, rule, or regulation, including violation of laws regarding the processing, use, or disclosure of personal information, or violation of any United States export control or regulation, United States embargo, or denied or sanctioned parties prohibitions; or
(vi) Modify, adapt, or use the Products to develop any software application intended for resale which uses or competes with the Products in whole or in part.

Click here to enter text.
3 of 12

3. Term; Termination.
a) Agreement Term. This Agreement begins on the Effective Date and remains in effect for the period set out in the Order (“Initial Term”). Thereafter, this Agreement will continue in effect until all Orders or SOWs have expired or been terminated.
b) Order Term. Each Order will be effective on the date set out therein and will remain in effect during the Initial Term (“Term”) identified in such Order. Following the Initial Term and unless otherwise terminated as provided for in this Agreement, this Agreement may be renewed for up to two (2), successive one (1) year terms (each, a “Renewal Term”) upon mutual written agreement of the parties. c) SOW Term. Each SOW will begin on the effective date of the SOW and will remain in effect until the Services are completed, this Agreement is terminated, or the termination date set out in the SOW (the “Termination Date”), whichever is later. If no specific Termination Date is designated in the SOW, Client may terminate the SOW upon thirty (30) days written notice to Granicus. d) Termination for Default. Either party may terminate this Agreement or any Order or SOW by written notice if the other party commits a material breach of this Agreement or the applicable Order or SOW and fails to cure such breach within thirty (30) days after receipt of such notice, or an additional period of time as agreed to by the parties.
e) Effect of Termination. Upon expiration or termination of an Order or SOW for any reason: (i) Client’s right to access and use the Products will immediately cease (except for perpetual licenses granted under an Order, which will continue to be governed by this Agreement for the duration of the license); (ii) Client will promptly remit any fees due to Granicus under all Orders and SOWs; (iii) Granicus will promptly cease performance of any Services; and (iv) the parties will return or destroy any Confidential Information of the other party in its possession, and certify upon request to the other party of compliance with the foregoing. Client will have thirty (30) days from the expiration date of a subscription to extract or download any Content stored in the Products. Granicus has no obligation to retain any Content after such thirty (30)-day period nor is Granicus responsible for extracting the data on Client’s behalf absent separate written agreement and the payment of additional fees.
f) Survival. Sections 4 (Fees, Payment), 9 (Confidentiality), 10 (Indemnification), 11 (Limitation of Liability), 13 (Governing Law) and any other clause that by its nature is intended to survive will survive termination of this Agreement indefinitely or to the extent set out therein.

4. Fees; Payment.

a) Fees. Client will pay all fees, costs and other amounts as specified in each Order or SOW.

Annual fees are due upfront at the beginning of each annual term. Services fees and one-time fees are due according to the billing frequency specified in each Order or SOW. Granicus may suspend Client’s access to any Products if there is a lapse in payment not remedied promptly upon notice to Client. A lapse in the Term of each Order or SOW will require the payment of a setup fee to reinstate the subscription. All fees are exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is Client’s responsibility 4 of 12
to provide applicable exemption certificate(s). The amount of the contract shall not exceed One Hundred Thirty Thousand Dollars ($130,000).
b) Payment. Client will remit payment of the fees due within thirty (30) days of receipt of an accurate invoice from Granicus or its authorized reseller, or if Client is subject to different payment terms imposed by applicable regulation, such required payment duration. Any disputed amounts will be identified in writing to Granicus within the payment period or be deemed accurate and payable. With respect to any amount due to Granicus which is not paid within thirty (30) days of an undisputed invoice, Granicus may apply interest at the rate of one and half percent (1.5%) per month, or such lesser amount required by law, assessed from the due date through the date of payment. Client acknowledges and agrees that orders placed by Client for Products and Services will be non-cancellable and the fees paid are non-refundable unless otherwise expressly stated in the Agreement.

c) Purchase Orders. Upon request, Granicus will reference a purchase order number on its invoices if Client provides the corresponding purchase order information to Granicus prior to generating the invoice. Client agrees that a failure to provide Granicus with purchase order information will not relieve Client of its obligations to provide payment in accordance with this section. d) Price Changes. Subject to any price schedule or pre-negotiated fees to which this Agreement or an Order may be subject, Granicus will provide notice of any price changes at least ninety (90) days prior to the end of the current Term, which will become effective as of the next Renewal Term. Renewals at the same volume amount will not increase more than ten percent (10%) over the prior year’s fees.

Purchases of additional Products will be at Granicus’ then-current price and licenses, subject to volume or transaction metrics, and will be reviewed annually prior to commencement of the Renewal Term, with fees adjusted to cover increases in Client’s use.
e) Cooperative Purchasing. To the extent permitted by law the terms of this Agreement may be extended for use by other municipalities, school districts and governmental agencies. Orders and SOWs entered into by such third parties are independent agreements between the third party and Granicus and do not affect this Agreement or any Order or SOW between Granicus and Client.

5. Client Responsibilities.
a) Content. Client will be solely responsible for the Content submitted to the Products and will comply with all laws, rules and regulations relating to the use, disclosure and transmission of such Content, including providing such to Granicus. Client represents and warrants it has the legal right to provide the Content to Granicus and that such use or disclosure does not violate the intellectual property, privacy or other legal rights of any third party. Client grants Granicus a limited, non-exclusive right during the Term to access and use the Content to provide the Products and Services. Content does not include user feedback related to the Products or Services, which Granicus is free to use without any further permission or consideration to Client. In addition, Content does not include data generated by use of the Products, including system data and data derived from Content in an aggregated and anonymized form, which may be used by Granicus for any and all business purposes including diagnostics and system and product improvements.
b) Data Backup and Protection. Client will maintain a back-up of any data or data files provided to Granicus. For certain Products, Granicus offers functionality that requires subscribers to enable password Click here to enter text.
5 of 12
protection of subscriber profiles and associated data. Client assumes all responsibility for implementing and enforcing this security functionality in its sole discretion. c) Passwords. Sign-on credentials used to access the Products are non-transferable. Client is responsible for keeping all passwords secure and for all use of the Products through Client’s sign in credentials.
d) Cooperation. Client will provide any assistance reasonably required by Granicus to perform the Services, including timely review of plans and schedules for the Services and reasonable access to Client’s offices for Services performed onsite.

e) Third-Party Technology. Client will be responsible for securing all licenses for third party technology necessary for Granicus to perform the Services (including the right for Granicus to use such technology) and will be responsible for the performance of any third-party providing goods or services to Client related to the Services, including such third party’s cooperation with Granicus.

6. Support. Basic support and maintenance services provided to Client for Products (“Support”) is included in the fees paid for the Granicus Product subscription or maintenance during the Term and will be provided in accordance with the Service Level Agreement set forth at www.granicus.com/legal/licensing. Granicus may update its Support obligations under this Agreement, so long as the level of Support agreed to by the parties is not materially diminished due to such modification.

7. Representations; Warranties; Disclaimers.
a) Representations. Each Party represents that it has validly entered into this Agreement and has the legal power to do so.

b) Warranties:
(i) Each party warrants that it has the rights necessary to grant to the other party the licenses granted in this Agreement.
(ii) Granicus warrants that it will perform its obligations in a professional and workmanlike manner in accordance with industry standards.
(iii) Client’s sole and exclusive remedy and Granicus ’ sole obligation for breach of the warranties in this Section are as follows: (i) for a breach of the warranty in Section 7.b.(i), the indemnity in Section 10 of this Agreement; and (ii) for a breach of the warranty in Section 7.b.(ii) reperformance of the non-conforming Services, provided that Client notifies Granicus of a non-conformity in this Section during the thirty (30) day period following Granicus’ completion of the applicable Services. c) Disclaimers. EXCEPT AS EXPRESSLY STATED IN THIS THIS SECTION, THE PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND GRANICUS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. GRANICUS DOES NOT WARRANT THAT 6 of 12
PRODUCTS OR SERVICES WILL MEET CLIENT’S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE.

8. Services.
a) Granicus will perform Services in accordance with this Agreement and the SOW. Granicus is not obligated to provide any Services unless set out in the SOW. Unless otherwise set out in the SOW or as agreed to by the parties the Services will be performed remotely. Any estimates provided in the SOW, including expected hours to complete the Services and any timeline provided by Granicus, are based on known functional requirements and technical environments as of the effective date of the SOW. Changes or delays in the work schedule originating with Client are subject to the project change procedure and may result in an increase in fees.
b) Granicus grants Client a non-exclusive, non-transferable, royalty-free, perpetual license to use the Deliverables on behalf of and for the benefit of Client independently and with the Products. Granicus retains all right, title and interest to the Deliverables except for those rights expressly granted to Client and reserves all rights not otherwise expressly granted herein. Deliverables and Services are deemed accepted upon delivery unless otherwise set forth in a SOW. “Deliverable(s)” means any computer software, written documentation, reports or materials developed by Granicus specifically for Client pursuant to a SOW;
c) Any modifications to the Services must be in writing and signed by authorized representatives of each party. Granicus personnel performing Services at Client’s offices will comply with Client’s policies and procedures in effect at such location.
d) If agreed to by the Parties in the SOW, Client will also pay for all reasonable travel-related and out-of-pocket expenses incurred by Granicus in the performance of the Services in accordance with Client’s travel and expense policy which will be provided to Granicus in writing (or Granicus’ policy if none is provided by Client) and which will be billed monthly and due thirty (30) days following date of invoice.

9. Confidentiality. During performance of the Services, each party may receive Confidential Information of the other party.
a) “Confidential Information” means all confidential and/or trade secret information of either party (“Disclosing Party”), including but not limited to: (i) Granicus’ Products; (ii) non-public information if it is clearly and conspicuously marked as “confidential” or with a similar designation at the time of disclosure; (iii) non-public information of the Disclosing Party if it is identified as confidential and/or proprietary before, during, or promptly after presentation or communication; and (iv) any information that should be reasonably understood to be confidential or proprietary given the nature of the information and the context in which disclosed, in each case that is disclosed to the other party (“Receiving Party”) or to which the Receiving Party gains access in connection with performance of the Services. b) Subject to freedom of information, government transparency, or similar applicable law, each Receiving Party will receive and hold any Confidential Information in strict confidence and will: (i) protect and safeguard the Confidential Information against unauthorized use, publication or disclosure; (ii) not reveal, report, publish, disclose, transfer, copy or otherwise use any Confidential Information except as specifically authorized by the Disclosing Party; (iii) not use any Confidential Information for any purpose other than in performance of this Agreement; (iv) restrict access to Confidential Information to those of Click here to enter text.
7 of 12
its advisors, officers, directors, employees, agents, consultants, contractors and lobbyists who have a need to know, who have been advised of the confidential nature thereof, and who are under express written obligations of confidentiality or under obligations of confidentiality imposed by law or rule; and (v) exercise at least the same standard of care and security to protect the confidentiality of the Confidential Information received by it as it protects its own confidential information, but no less than a reasonable degree of care.
c) If a Receiving Party is requested or required in a judicial, administrative, or governmental proceeding to disclose any Confidential Information, it will notify the Disclosing Party as promptly as practicable so that the Disclosing Party may seek an appropriate protective order or waiver for that instance, unless such notification is prohibited by law or judicial order. d) The foregoing obligations do not apply to information that: (i) is already public or becomes available to the public through no breach of this section; (ii) was in the Receiving Party’s lawful possession before receipt from the Disclosing Party; (iii) is lawfully received independently from a third party who is not bound by a confidentiality obligation; or (iv) is independently developed by or on behalf of the Receiving Party without use of any Confidential Information. e) Upon written request of the Disclosing Party, the Receiving Party agrees to promptly return or destroy all Confidential Information in its possession, and certify its destruction in writing, provided that the Receiving Party may retain a copy of the returned or destroyed items for archival purposes in accordance with its records retention policies and subject to this section. f) Disclosing Party may be irreparably damaged if the obligations under this section are not enforced and as such may not have an adequate remedy in the event of a breach by Receiving Party of its obligations hereunder. The parties agree, therefore, that Disclosing Party is entitled to seek, in addition to other available remedies, an injunction restraining any actual, threatened or further breaches of the Receiving Party’s obligations under this section or any other appropriate equitable order or decree.

10. Indemnification.
a) Granicus will defend, indemnify and hold Client harmless from and against all losses, liabilities, damages and expenses including reasonable attorney fees (collectively, “Losses”) arising from any claim or suit by an unaffiliated third party that the Products or Deliverables, as delivered to Client and when used in accordance with this Agreement and the applicable Order or SOW, infringes a valid U.S. copyright or U.S. patent issued as of the date of the applicable Order or SOW (a “Claim”). b) To the extent permitted by applicable law, Granicus will have control of the defense and reserves the right to settle any Claim. Client must notify Granicus promptly of any Claim and provide reasonable cooperation to Granicus, upon Granicus’ request and at Granicus’ cost, to defend such Claim. Granicus will not agree to any settlement which requires acknowledgment of fault or an incurred liability on the part of an indemnified party not otherwise covered by this indemnification without indemnified party’s prior consent. Client may elect to participate in the defense of any claim with counsel of its choosing at its own expense.
c) If the Products or Deliverables are subject to a claim of infringement or misappropriation, or if Granicus reasonably believes the Products or Deliverables may be subject to such a Claim, Granicus 8 of 12
reserves the right, in its sole discretion, to: (i) replace the affected Products or Deliverable with non-infringing functional equivalents; (ii) modify the affected Products or Deliverable to render it non-infringing; or (iii) terminate this Agreement or the applicable Order or SOW with respect to the affected Granicus Product or Deliverable and refund to Client any prepaid fees for the then-remaining portion of the Order or SOW Term.
d) Granicus will have no obligation to indemnify, defend, or hold Client harmless from any Claim to the extent it is based upon: (i) a modification to the Granicus Product or Deliverable by anyone other than Granicus; (ii) a modification made by Granicus pursuant to Client’s required instructions or specifications or in reliance on materials or information provided by Client; (iii) combination with the Products or Deliverable with non-Granicus software or data; or (iv) Client’s (or any authorized user of Client) use of any Products or Deliverables other than in accordance with this Agreement. e) This section sets forth Client’s sole and exclusive remedy, and Granicus’ entire liability, for any Claim that the Products, Deliverables or any other materials provided by Granicus violate or infringe upon the rights of any third party.

11. Limitation of Liability.
a) EXCEPT FOR LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR ANY: (I) SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES; OR (II) LOSS OR DAMAGE TO DATA, LOST PROFITS, SALES,

BUSINESS, GOODWILL OR ANTICIPATED SAVINGS, WHETHER AN ACTION IS IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b) IN NO EVENT, EXCEPT FOR CLIENT’S OBLIGATIONS TO PAY AMOUNTS DUE UNDER THE ORDER OR SOW, OR GRANICUS’ INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 10 (INDEMNIFICATION), WILL EITHER PARTY’S MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS ARISING IN CONNECTION WITH

THIS AGREEMENT (IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE) EXCEED THE AMOUNT OF FEES PAID BY CLIENT TO GRANICUS IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM. HOWEVER, IF CLIENT HAS PAID NO FEES UNDER THE TERMS OF AN ORDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE

OF THE INCIDENT GIVING RISE TO THE CLAIM, THE AGGREGATE LIABILITY OF GRANICUS TO CUSTOMER FOR SUCH CLAIM SHALL NOT EXCEED FIVE THOUSDAND DOLLARS ($5,000).

12. General.
a) Force Majeure. With the exception of payment obligations, any delay in the performance by either party of its obligations hereunder will be excused when such delay in performance is due to any cause or event of any nature whatsoever beyond the reasonable control of such Party, including, without limitation, any act of God; any fire, flood, or weather condition; any computer virus, worm, denial of service attack; any earthquake; any act of a public enemy, war, insurrection, riot, explosion or strike; provided, that written notice thereof must be given by such Party to the other Party within twenty (20) days after occurrence of such cause or event.
b) Independent Contractor. Each party is an independent contractor and employees of each party are not considered to be employees of the other party. No agency, partnership, joint venture or other Click here to enter text.
9 of 12
joint relationship is created by this Agreement. The parties shall not make any commitments binding on the other or make any representation that they are acting for, or on behalf of, the other. Each party assumes full responsibility for the actions of its personnel while performing the Services and such party will be solely responsible for the supervision, daily direction, control of its personnel, and for the payment of all of their compensation and any taxes related thereto. c) Publicity. Neither party will use the name of the other party in publicity releases or similar activity without the consent of the other party, except Granicus may include Client’s name and logo in client lists and similar communications.
d) Waiver. No waiver of any breach of any provision of this Agreement or the SOW by either party or the failure of either party to insist on the exact performance of any provision of this Agreement or the SOW will constitute a waiver of any prior, concurrent or subsequent breach of performance of the same or any other provisions hereof, and no waiver will be effective unless made in writing. e) Notices. Other than routine administrative communications, which may be exchanged by the Parties via email or other means, all notices, consents, and approvals hereunder will be in writing and will be deemed to have been given upon: (i) personal delivery; (ii) the day of receipt, as shown in the applicable carrier’s systems, if sent via FedEx, UPS, DHL, or other nationally recognized express carrier; (iii) the third business day after sending by U.S. Postal Service, First Class, postage prepaid, return receipt requested; or (iv) sending by email, with confirmed receipt from the receiving party. Either Party may provide the other with notice of a change in mailing or email address in which case the mailing or email address, as applicable, for that Party will be deemed to have been amended. The mailing and email addresses of the Parties are as follows:

Granicus Pioneer Community Energy
Contracts ATTN: Eric Acedo
408 St. Peter Street, Suite
600
Saint Paul, MN 55102
Address: 2510 Warren Dr.

Suite B
Rocklin, CA 95677
(651) 757-4154 Phone: (916) 758-8943
[email protected] Email: [email protected] f) Severability. If any provision of this Agreement, Order, or SOW, or portion thereof, is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision will be severed and the remaining provisions of the Agreement, Order or SOW will remain in full force and effect. g) Assignment. Neither Party may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party (such consent not to be unreasonably withheld); provided that either Party may assign this Agreement with reasonable notice to the other party to an affiliate or to a successor in interest resulting from acquisition of all, or substantially all, of the assigning party’s business by means of merger, stock or asset purchase, or otherwise. Any assignment or attempted assignment in violation of this Agreement will be null and void. h) Amendment. This Agreement may not be amended or modified except by a written instrument signed by authorized representatives of both Parties.
10 of 12
i) Applicable Law. Each party will, at all times, exercise its rights and perform its obligations under this Agreement in compliance with all applicable law, rules, and regulations. j) Headings. The various section headings of this Agreement are inserted only for convenience of reference and are not intended, nor will they be construed to modify, define, limit, or expand the intent of the Parties.
k) No Third-Party Beneficiaries. This Agreement is binding upon and insures solely to the benefit of the Parties hereto and their respective permitted successors and assigns; there are no third-party beneficiaries to this Agreement.

13. Governing Law. If Client is a public entity (a state or any agency or authority thereof, or county, city or town, public educational institution or other entity that serves a public purpose), this Agreement will be governed by and construed in accordance with the laws of the state in which the public entity is located, with venue being a court of competent jurisdiction within such state. If Client is the Federal government of the United States or any branch or agency thereof, this Agreement will be governed by the laws of the United States with venue being any Federal district court of competent jurisdiction. If Client is a private or commercial entity, this Agreement will be governed by the laws of the state of New York, without reference to the state’s conflict of law principles, with exclusive jurisdiction of the state and federal courts located in the borough of Manhattan, New York, New York. If Client is located in Canada, this Agreement will be governed by the laws of the Province of Ontario with suit brought only in the General Division of the Ontario Court of Justice. No applicable principals of conflicts of laws, imputed terms of the Uniform Commercial Code, or the United Nations Convention on contracts for the international sale of goods will apply to this Agreement.

14. Entire Agreement. This Agreement and Orders and SOWs governed by this Agreement constitutes the entire agreement between Granicus and Client, and supersedes all prior agreements, requests for proposals or pricing and the corresponding responses, understandings, representations or correspondence relevant to the subject matter hereof. Perpetual licenses granted to Client under prior agreements remain in full force and effect. Inconsistencies between documents will be resolved in the following order: (I) this Agreement; (ii) Orders and SOWs; (iii) all other purchase documents executed by the parties (except for any pre-printed or standard terms contained on purchase orders which shall have no force or effect); (iv) Granicus’ response to Client’s RFI, RFP, RFQ; and (v) Client’s RFI, RFP, RFQ. If Client issues a purchase order, Granicus hereby rejects any additional or conflicting terms appearing on the purchase order or any other ordering materials submitted by Client. Client has not been induced to enter into this Agreement or the SOW by any representations or promises not specifically stated herein.

Click here to enter text.
11 of 12
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly-authorized representatives on the Effective Date set forth below.

Granicus, LLC Pioneer Community Energy
By: By:
(Authorized Signature) (Authorized Signature)
Name: Name:
(Print or Type Name of Signatory) (Print or Type Name of Signatory) Title: Title:

Date: Date:

THIS IS NOT AN INVOICE Order Form
Prepared for
Pioneer Community Energy
Order #: Q-294999
Prepared: 31 Jul 2023

Page 1 of 7 ends

ORDER DETAILS
Prepared By: Antonio Magadan
Phone:

Email: [email protected]
Order #: Q-294999
Prepared On: 31 Jul 2023
Expires On: 24 Nov 2023
Currency: USD
Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.)
Period of Performance: 11/25/2023 - 11/24/2024
The subscription includes the following domain(s) and subdomain(s):
•http://pioneercommunityenergy.ca.gov/

ORDER TERMS
Current Subscription
End Date:

Initial Order Term End
Date:
24 Nov 2023
24 Nov 2026

EXHIBIT A

SCOPE OF WORK (SOW)
G G"RANICUS
Order Form
Pioneer Community Energy
Order #: Q-294999
Prepared: 31 Jul 2023

Page 2 of 7 ends

PRICING SUMMARY
The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal.

Renewing Subscription Fees
Solution Billing
Frequency Quantity/Unit Annual Fee
Communications Cloud Annual 1 Each $30,626.08
Communications Cloud Advanced
Package Annual 1 Each $7,656.52
SUBTOTAL: $38,282.60
G G"RANICUS
Order Form
Pioneer Community Energy
Order #: Q-294999
Prepared: 31 Jul 2023

Page 3 of 7 ends

FUTURE YEAR PRICING
Period of Performance
Solution(s)
25 Nov 2024 - 24 Nov 2025 25 Nov 2025 - 24 Nov 2026
Communications Cloud $32,769.91 $35,063.80
Communications Cloud Advanced Package $8,192.48 $8,765.95 SUBTOTAL: $40,962.39 $43,829.75
G G"RANICUS
Order Form
Pioneer Community Energy
Order #: Q-294999
Prepared: 31 Jul 2023

Page 4 of 7 ends

PRODUCT DESCRIPTIONS
Solution Description
Communications Cloud The Cloud is a Software-as-a-Service (SaaS) solution that enables government organizations to connect with more people. By leveraging the Cloud, the client will be able to utilize a number of different outreach mediums, including email, SMS/text messages, RSS feeds, and social media integration to connect with its target audiences. The Cloud includes:
• Up to 999,999 Potential Users
• Unlimited email sends with industry-leading delivery and management of all bounces
• Support to upload and migrate existing email lists
• Access to participate in the GovDelivery Network
• Ability to send mass notifications to multiple devices • 24/7 system monitoring, email and phone support during business hours, auto-response to inbound messages from end users, and emergency support
• Text-to-subscribe functionality
• Up to 2 Web-hosted training sessions annually
• Up to 50 administrators
• Up to 1 GovDelivery account(s)
• Access to a complete archive of all data created by the client for 18 months (rolling)
• Up to 3 hours of message template and integration development • Up to 100 subscription topics
• Up to 100,000 SMS/text messages per year from a shared short code within the United States*
*International numbers are not supported. SMS/text messages not used in the period of performance will not carry over to the following year.

G G"RANICUS
Order Form
Pioneer Community Energy
Order #: Q-294999
Prepared: 31 Jul 2023

Page 5 of 7 ends

Solution Description
Communications Cloud
Advanced Package
The Advanced Cloud Module gives government communicators better insight into the needs of citizens and improves their ability to enhance online transactions, promote behavior change through public awareness, and improve citizen engagement. The Advanced Cloud Module adds streamlined marketing capabilities that incorporate greater degrees of audience segmentation, personalization, message testing, and mobile engagement. The Advanced Cloud Module includes:
• Dynamic segmentation around bulletins, engagement, and question (e.g. zip code)
• Canned campaigns for re-engagement and new subscriber onboarding
• Testing: Simple (A/B, 10/10/80)
A subscription for the Advanced Cloud Module is dependent on an active license for the GovDelivery Communications Cloud.

GRANICUS ADVANCED NETWORK AND SUBSCRIBER INFORMATION
• Granicus Communications Suite Subscriber Information. o Data provided by the Client and contact information gathered through the Client's own web properties or activities will remain the property of the Client ('Direct Subscriber'), including any and all personally identifiable information (PII). Granicus will not release the data without the express written permission of the Client, unless required by law. o Granicus shall: (i) not disclose the Client's data except to any third parties as necessary to operate the Granicus Products and Services (provided that the Client hereby grants to Granicus a perpetual, non-cancelable, worldwide, non-exclusive license to utilize any data, on an anonymous or aggregate basis only, that arises from the use of the Granicus Products by the Client, whether disclosed on, subsequent to, or prior to the Effective Date, to improve the functionality of the Granicus Products and any other legitimate business purpose, including the right to sublicense such data to third parties, subject to all legal restrictions regarding the use and disclosure of such information).
• Data obtained through the Granicus Advanced Network.
o Granicus offers a SaaS product, known as the Communications Cloud, that offers Direct Subscribers recommendations to subscribe to other Granicus Client's digital communication (the 'Advanced Network'). When a Direct Subscriber signs up through one of the recommendations of the Advanced Network, that subscriber is a 'Network Subscriber' to the agency it subscribed to through the Advanced Network.
o Network Subscribers are available for use while the Client is under an active subscription with Granicus. Network Subscribers will not transfer to the Client upon termination of any Granicus Order, SOW, or Exhibit. The Client shall not use or transfer any of the Network Subscribers after termination of its Order, SOW, or Exhibit placed under this agreement. All information related to Network Subscribers must be destroyed by the Client within 15 calendar days of the Order, SOW, or Exhibit placed under this agreement terminating.

G G"RANICUS
Order Form
Pioneer Community Energy
Order #: Q-294999
Prepared: 31 Jul 2023

Page 6 of 7 ends

o Opt-In. During the last 10 calendar days of the Client's subscription, the Client may send an opt-in email to Network Subscribers that shall include an explanation of the Client's relationship with Granicus terminating and that the Network Subscribers may visit the Client's website to subscribe to further updates from the Client in the future. Any Network Subscriber that does not opt-in will not be transferred with the subscriber list provided to the Client upon termination.

UPDATES TO SHARED SHORT CODES FOR SMS/TEXT MESSAGING (US CLIENTS ONLY):
• Granicus will be migrating all clients with SMS/Text Messaging Solutions using a shared short code option to a unique standard toll-free number within the United States (International numbers not supported). Short Codes are recommended for Text-to-Subscribe functionalities, if enabled where available, for an additional fee.
• Client must have explicit opt-in for all destinations sent to and adhere to all CTIA guidelines for the duration of its use.

G G"RANICUS
Order Form
Pioneer Community Energy
Order #: Q-294999
Prepared: 31 Jul 2023

Page 7 of 7 ends

TERMS & CONDITIONS
• If submitting a Purchase Order, please include the following language: The pricing, terms and conditions of quote Q-294999 dated 31 Jul 2023 are incorporated into this Purchase Order by reference and shall take precedence over any terms and conditions included in this Purchase Order. • This quote is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is the responsibility of Pioneer Community Energy to provide applicable exemption certificate(s). • Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate the subscription.
• Client will be invoiced for use of any product or service measured or capped by volume or amount of usage that exceeds the permitted amount set forth in this Quote at the same cost or rate set forth herein. • Updates to Shared Short Codes for SMS/Text Messaging:

Granicus will be migrating all clients with SMS/Text Messaging Solutions using a shared short code option to a unique standard toll-free number within the United States (International numbers not supported). Short Codes are recommended for Text-to-Subscribe functionalities, if enabled where available, for an additional fee.

Client must have explicit opt-in for all destinations sent to and adhere to all CTIA guidelines for the duration of its use.

G G"RANICUS

Page 1 of 2 ends

Staff Report – Item 2
To: The Governing Board
From: Gina Stassi-Vanacore, Director of Public Affairs, Marketing & Programs Item 2: Adopt a Resolution Approving and Authorizing the Executive Director to Execute a Second Amendment to the Agreement with Calpine Energy Solutions, LLC for Data Management and Warehousing, Call Center Support, and Billing Services Increasing the Contract Authority and Extending the Termination Date to December 31, 2026 Date: 11/16/2023

ACTION REQUESTED
Adopt resolution approving and authorizing the Executive Director to execute a Second Amendment to the Agreement with Calpine Energy Solutions, LLC for data management and warehousing, call center support, and billing services increasing the contract authority and extending the termination date to December 31, 2026.

BACKGROUND
Calpine Energy Solutions, LLC (“Calpine”) has been providing data management, billing services, and call center support to Pioneer since 2017. The current contract began on July 1, 2020, and is effective through December 31, 2023, with a service fee of $1.03 per meter per month. The current contract introduced greater access to data tools like Calpine’s data warehouse that allows Pioneer staff to self-serve certain data requests and reports. Services include support of mission-critical customer billing and data management functions, data exchange with PG&E, customer call center support, and settlement processing for Pioneer’s estimated 158,412 meters.

Calpine has a long and proven track record of success in providing data management and billing support to California’s Community Choice Aggregators (“CCAs”) dating back to 2010 and currently provides data management services for a majority of CCAs except for Ava Community Energy, Valley Community Energy, and MCE. In recent years, the Sacramento Municipal Utility District (“SMUD”) and GridX have entered the CCA data management market.

ANALYSIS & DISCUSSION
Due to the importance of comprehensive data management, accuracy in billing, and call center support, it is critical that Pioneer secure a partner with depth of experience and CCA expertise.

Pioneer has had a largely positive partnership with Calpine to date. Since the inception of Calpine’s billing service for Pioneer through September 2023, nearly 7.4 million Pioneer invoices have been billed by Calpine through PG&E with 99.99998% accuracy (six errors per million invoices) and greater than 99.2% of accounts invoiced in three days or less. In addition, Calpine has consistently met its call center Service Level Agreement (“SLA”) commitments for call answer times and abandonment rates. CCAs working with the other data management service providers have reported more difficulties in the way of operational and/or billing issues.

In considering contract renewal, staff considered a switch in service providers. However, staff recognized that switching from one provider to another would require a complex information technology (“IT”) conversion of software systems, historical Pioneer customer data, training of personnel on new systems/processes, and hiring of new call center personnel. Such a conversion would require extensive planning and incremental costs and involve significant risks to the timeliness and accuracy of customer transactions during and immediately after the transition.

Plf)NEER

COMMUNITY ENERGY
Agenda Item: 2 Agenda Date: 11/16/2023

Page 2 of 2 ends

As part of the contract renewal process, Pioneer met with Calpine to address and incorporate specific performance standards, as well as to discuss customer care needs.

Working with Pioneer, Calpine has agreed to the following terms for a three-year contract effective January 1, 2024, and extending through December 31, 2026 where Pioneer pays the lessor of two Levelized Cost Per Meter pricing options throughout the term of the contract.

Term Fixed
Cost
Meter Count Per Meter Per
Month
Estimated Annual
Totals
Current
Agreement
$0 158,412 $1.03 $1,957,972
3-Year $0 168,412* $1.05 $2,121,991
3-Year $25,000 >170,000 $0.90 $2,136,000
* Assumes a 10,000-meter addition due to Grass Valley and Nevada City expansion The new contract reflects input from staff to meet information and customer needs with greater efficiency, reporting, and information access. The scope includes electronic data exchange services; monthly billing administration and settlements; Qualified Reporting Entity (QRE) services; customer information system; customer call center; rate schedule maintenance; reporting; quality meter data and data tools.

Key differences or additions between the existing contract and the amended contract are:
• An expanded timeline to access PG&E bills from Customer Relationship Management software • Stronger standards to prevent error and delay in reporting, including for Net Energy Metering customer cash-outs
• A 250-hour bank of ad hoc hours to be used at Pioneer’s discretion to implement projects that are not part of the contract to handle new development efforts/programs • An option to turn off IVR during business hours, which is proven to result in lower opt-out rates • A web-based UI that allows Pioneer to access data from the Data Warehouse • A Recurve Flex Market for when Pioneer is ready, giving Pioneer staff the ability to perform customer-specific targeting for programs Additionally, the amended contract includes a community benefits program that allows for a three percent (3%) reinvestment into the communities Pioneer serves for each year of the contract. The program is administered independently by Calpine.

Calpine also offered a five-year contract length option, but Pioneer leadership and staff expect better pricing when contract renewal negotiations could occur in a few years due to Pioneer possibly being a larger agency with more bargaining power while Calpine’s technology, internal processes, and Pioneer-specific needs continue to evolve.

The attached amended contract is for the continuation of services provided by Calpine. The amount of the contract is directly related to the number of meters and the technical support needed to meet Pioneer’s needs.

STRATEGIC PLAN
This recommendation supports the Operational Excellence, Quality in Service and Financial Stability priorities.

FISCAL IMPACT
The recommendation results in a fiscal impact of $2,121,991 per year from January 1, 2024 through December 31, 2026. This amount may change based on the addition of new territories.

ATTACHMENTS

1. Resolution Approving and Authorizing the Executive Director to Execute the Second Amendment to the Agreement between Pioneer Community Energy and Calpine Energy Solutions, LLC

2. Redlined Copy of Calpine Renewal Agreement
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 November 16, 2023, 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 (“Pioneer”) and Calpine Energy Solutions, LLC (“Calpine”) entered into a Service Agreement for data management, billing services, and call center support to Pioneer on December 4, 2017.

WHEREAS, Pioneer and Calpine amended the Original Agreement to add additional services and compensation on January 1, 2021.

WHEREAS, the scope of work in the Agreement includes electronic data exchange services; monthly billing administration and settlements; Qualified Reporting Entity (QRE) services; customer information system; customer call center; rate schedule maintenance; reporting; quality meter data and data tools.

WHEREAS, Compensation for this Agreement is directly related to the number of meters and the technical support needed to meet Pioneer’s needs.

In The Matter Of: Resolution Approving and
Authorizing The Executive Director To Execute A
Second Amendment To The Agreement With
Calpine Energy Solutions, LLC For Data
Management And Warehousing, Call Center
Support, And Billing Services Customer Call Center
Support Increasing The Contract Authority And
Extending The Termination Date To December 31,
2026.
2 Resolution 2023-xx
November 16, 2023
WHEREAS, Since the inception of Calpine’s billing service for Pioneer and through September 2023, nearly 7.4 million Pioneer invoices have been billed by Calpine through PG&E with

99.9998% accuracy and greater than 99.2% of accounts invoiced in three days or less.

WHEREAS, Pioneer and Calpine desire to further amend the Agreement to update the scope of work, amend the compensation amount to $2,121,991 and extend the termination date to December 31, 2026, as shown in Exhibit A.

WHEREAS, the proposed second amendment to the Agreement reflects input from staff to meet information and customer needs with greater efficiency, reporting and information access.

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 Second Amendment to the Consultant Services Agreement with Calpine Energy Solutions, LLC, as attached hereto as Exhibit “A,” and authorizes the Executive Director to execute the Second 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: Second Amendment to the Agreement between Pioneer Community Energy and Calpine Energy Solutions, LLC
SECOND AMENDMENT to the

AGREEMENT BETWEEN PIONEER COMMUNITY ENERGY

AND CALPINE ENERGY SOLUTIONS, LLC
Amendment Effective Date: January 1, 2024

CONFIDENTIAL
This Second Amendment is made and entered into by and between Calpine Energy Solutions, LLC ("Contractor") and Pioneer Community Energy, a joint powers authority ("Pioneer"). Pioneer and Contractor hereby agree to amend that certain Agreement between Pioneer Community Energy and Calpine Energy Solutions, LLC, effective upon the Amendment Effective Date.

For good and sufficient consideration, including the mutual covenants set forth in this Amendment, all of the following terms, conditions, covenants, and representations set forth in this Amendment are hereby incorporated by reference as part of the Original Agreement, which together shall hereafter constitute the "Agreement." I. The Original Agreement is hereby amended by deleting Item 4 in its entirety and replacing it with the following:
"4. Term
Subject to compliance with all terms and conditions of this Agreement, the term of this Agreement shall be from Effective Date through December 31, 2026. Thereafter, the term of this Agreement shall automatically renew for successive one (1) year terms unless one party provides written notice to the other party at least one hundred eighty (180) calendar days in advance of the end of the then existing term that it does not wish to renew the term of this Agreement."
II. Item 3.b) of the Original Agreement is hereby amended as follows:
"Unless otherwise indicated in Exhibit B, Contractor shall invoice Pioneer monthly for all payments related to service performed during the previous month, or two months in the case of the first and second months' invoices.

Payments shall be due within thirty (30) calendar days after the date of invoice. All payments must be made in U.S. dollars.

For any month in which Contractor has failed to meet the performance standards specified in Exhibit A, Sections I l.4(f), I I .4(g), I l.5(k), and 11. 7 ( a) 1, 7, 10, 15, i 7 and 19 Pioneer shall have the right to reduce payment of any invoice by $5,000 as liquidated damages as provided in this section. Prior to exercising this right, Pioneer shall provide written notice to Contractor that identifies the performance standard(s) that Pioneer believes have not been met and states Pioneer's intent to invoke this subsection if the failure to achieve such performance standard(s) are not remedied within thirty (30) calendar days. The Parties shall then confer to establish a plan to remedy such failure, which plan may provide a different deadline for remedying of the failure at the mutual agreement of the Parties. In the event that Contractor is unable to achieve such remedy by the deadline established by the Parties or in the absence of such mutually agreed to deadline, 30 calendar days after Pioneer's notification, Pioneer may exercise its rights under this subsection to reduce payment of each subsequent invoice by $5,000 until the failure is remedied. The foregoing liquidated damages payment shall be limited to $5,000 per month, total, regardless of how many performance standards are not met. Pioneer and Contractor agree that Contractor's failure to comply with these standards may cause Pioneer to incur substantial economic damages and losses of types and in amounts which are impossible to compute and ascertain with certainty as a basis for recovery by Pioneer of actual damages, including increased opt-out rates, reputational harm and general customer dissatisfaction, and these liquidated damages represent a fair, reasonable and appropriate estimate thereof. Such liquidated damages are intended to represent estimated actual damages and are not intended as a penalty and Contractor agrees to pay such liquidated damages in the form of a reduction in invoice payment if it fails to meet the performance standards without limiting Pioneer's right to terminate this Agreement for default as provided by Section 5(b) of this Agreement. Excluded from the determination of any liquidated damages herein shall be any CAISO charges assessed and paid for by Pioneer due to late submission of actual SQMD resulting from Contractor's failure to submit such data to the CAISO in the amount of $1,000.00 per occurrence. This subsection does not limit the remedies otherwise available to the Parties under this Agreement, including but not limited to the right to terminate this Agreement as otherwise provided herein." Ill. The Second Amendment is hereby amended by deleting Exhibit A and Exhibit B in their entirety and replacing them with the Exhibit A and Exhibit B attached hereto.

IV. All capitalized terms used, but not defined, in this Amendment shall have the meanings set forth in the Agreement. As modified by this Amendment, the Agreement shall remain in full force and effect.

V. This Amendment may be executed in counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. The Parties agree that, if a copy of this Amendment is executed by a Party and transmitted to the other Party by facsimile, the copy received shall be deemed for all legal purposes to be an original executed by the transmitting Party.

IN WITNESS WHEREOF, the authorized representatives of the Parties have executed this Second Amendment as of the Amendment Effective Date.

For CONTRACTOR:

CALPINE ENERGY SOLUTIONS, LLC
By:--------------
Title: ______________ _
For PIONEER:

PIONEER COMMUNITY ENERGY, A JOINT

POWERS AUTHORITY
By:---------------
Title: _______________ _
Approved as to Form:

E-SIGNED by lnder Khalsa
By: on 2Jg~:,J1-08 17:47:38 PST
Title: General Counsel
Exhibit A:

Scope of Services
I. Definitions.

1. "Ad Hoc Request" or "Ad Hoc" refers to services, including: new services, additional services or significant modifications to current services, requested by Pioneer that fall outside the scope of what Calpine is contractually obligated to provide under the terms of this Agreement. In the event of Pioneer requesting Ad Hoc services, Pioneer shall specify in reasonable detail the nature, business reason and scope of the request and Calpine will use commercially reasonable efforts to deliver Ad Hoc items to Pioneer in a timely manner. Any Ad Hoc Request may be subject to the fee schedule set forth in Exhibit B, Section 3.

2. "Agreement Holidays" refers to Pioneer Holidays, PG&E Holidays and Calpine Holidays.

3. "Billing Window" refers to the period starting on the meter read date and ending 10 calendar days later.

Submission of bill data must occur during this period for the CCA charges to appear on the consolidated PG&E bill.

4. "Billing Determinants" are used in the Rate Schedule to calculate the charge or credit due. Billing Determinants can define a time period, as in the case of Time-Of-Use rates that have various significance periods such as on-peak, off-peak, mid-peak, etc., or can be defined as factors that are to be considered when calculating the final customer charge such as discount services or additional charges that deviate from the Rate Schedule's standard structure, among others.

5. "Billing Error" refers to the incorrect billing of an account due to an error by Calpine. This does not include errors caused by incorrect or incomplete data provided by PG&E.

6. "Budget Billing" refers to averaging annual energy costs over the previous 12 months to determine a monthly payment amount and is re-balanced every three months, adjusting the bill up or down based on the previous four months' usage.

7. "Business Day" means all calendar days other than those days on which the Federal Reserve member banks in New York City are authorized or required by law to be closed, and shall be between the hours of 8:00 a.m. and 5:00 p.m. Pacific Prevailing Time for the relevant Party's principal place of business where the relevant Party, in each instance unless otherwise specified, shall be the Party from whom the Notice, payment or delivery is being sent and by whom the Notice or payment or delivery is to be received.

8. "Calpine Holidays" refers to those days in a calendar year that Contractor observes as holidays, which includes the following twelve (12) days: New Year's Day, Martin Luther King Jr. Day, President's Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Day After Thanksgiving, Christmas Eve, Christmas Day, and New Year's Eve. Any changes to this schedule must be approved in advance by Pioneer.

9. "Closed Account" refers to a particular Pioneer customer account that has been removed from Pioneer service, through voluntary opt-out, move-out action, or involuntary opt out such as Pioneer initiated push back accounts to PG&E verified by their absence on the PG&E provided customer list, or 4013.

10. "CARI::" refers to the California Alternate Rates for Energy program administered by PG&E which provides discounts on energy bills for income qualified households designated by PG&E.

11. "Customer Data Acquisition" refers to acquisition of customer electricity usage data from PG&E.

12. "Community Choice Aggregation/Aggregator" or ("CCA") refers to local government entities or joint powers agencies whose governing boards have elected to acquire and provide electric power and energy services to utility end-use customers located within their service area(s), as set forth in California Public Utilities Code Section 366.2 and other California Public Utilities Commission (CPUC) directives.

13. "CCA Service" means the sale of retail electric power by a Community Choice Aggregator, to utility end-use customers located within its service area(s), as set forth in California Public Utilities Code Section 366.2 and other California Public Utilities Commission (CPUC) directives.

14. "CCA Service Customer" means a PG&E customer taking CCA Service from Pioneer.

15. "CCA Service Request" or ("CCASR") means a request in a form approved by PG&E to change a CCA customer's or utility customer's choice of services, which could include returning a CCA customer to bundled utility service or direct access service.

16. "Custom Rate Design" refers to a completely new rate or modification to an existing rate that alters one or more Billing Determinants within a Rate Schedule buildout by changing the definition of the Billing Determinant itself and/or adding and/or removing one or more Billing Determinants to an existing buildout not associated with a change initiated by the IOU.

17. "Customer Information System" or ("CIS") refers to the systems used by Calpine to store Pioneer customer-specific information, including account enrollment status, rate tariff, payment history, collection status, correspondence and other information that is necessary for Calpine to effectively administer Data Manager Services.

18. "Customer Relationship Manager" or ("CRM") refers to an online software platform populated by a database and designed to manage and analyze customer interactions and data through the customer lifecycle with the goal of improving business relationships with customers, assisting in customer retention and driving customer participation.

19. "Direct Access Customer" refers to a PG&E customer purchasing retail power from an Electric Service Provider.

20. "Electronic Data Interchange" or ("EDI") refers to the transfer of data between PG&E and Calpine related to CCA Service Customers of. The EDI transaction sets used for Data Manager Services are as follows:
a) 248 - Daily Billing Files
b) 810 - CCA invoice information that appears on customer's PG&E bill c) 814 - CCA enrollments, changes, opt outs and disconnects d) 820 - Remittance advice identifying the detail needed to perform cash application to accounts receivable by customer
e) 824 -Application Advice for Invoices, used to reject invoice transactions f) 867 - Electric meter usage data by customer account
g) 997 - Functional Acknowledgement

21. "FERA" refers to the Family Electric Rate Assistance Program which is a statewide program in which families whose household income slightly exceeds the CARE allowance can qualify to receive FERA discounts on their electricity bill.

22. "First-Contact or First Call Resolution" refers to addressing a customer's need the first time they contact or call for assistance, thereby eliminating the need for the customer to follow up with a second call.

23. "Interactive Voice Response" or ("IVR") refers to the call center voice-recorded system that enables customers, through keypad input, to select options related to their account or access a live call center agent.

24. "Local Distribution Company" or "Utility Distribution Company" ("LDC" or "UDC") refers to the relevant electric utility (such as Pacific Gas and Electric Company).

25. "Mass Enrollment" refers to the phase-in of a group of new customers (who have not opted out prior to receiving CCASR) onto CCA Service over one billing cycle beginning with each customer's regularly scheduled meter read date, as further defined in PG&E's Electric Schedule E-CCA.

26. "Medical Baseline" refers to the Medical Baseline Allowance program administered by PG&E which provides a higher baseline quantity on energy bills for eligible customers designated by PG&E.

27. "Meter Data Management Agent" or ("MOMA") Services include: reading customers' meters, validating the meter reads, editing the meter reads if necessary and transferring the meter reading data to a server pursuant to Pioneer and PG&E standards.

28. "Net Energy Metering" refers to one of the various Net Energy Metering programs administered by PG&E as described in its Electric Schedules, for which Pioneer may provide bill credits for qualifying self-generation to participating CCA Service customers.

29. "North American Industry Classification System" or ("NAICS") refers to the standard used by Federal statistical agencies in classifying business establishments for the purpose of collecting, analyzing, and publishing statistical data.

30. "Non-Enrollment Period" refers to any other period that is not a Statutory Enrollment Period.

31. "On Bill Repayment" refers to a financing option in which a utility or private lender supplies capital to a customer to fund energy efficiency, renewable energy, or other projects and is repaid through regular payments on an existing utility bill.

32. "PG&E Holidays" refers to those days in a calendar year that PG&E observes as holidays.

33. "Qualified Reporting Entity" or ("ORE") refers to an entity authorized by WREGIS to submit meter data associated with renewable energy on behalf of the generator owner using the WREGIS application.

34. "Rate Schedule" refers to the rate buildout, or formula, that includes all the necessary Billing Determinants, and the values applied to each, used to calculate charges or credits per unit of electricity consumed (kWh) or per unit of demand (kW).

35. "Rate Template" refers to a predefined format used to communicate Rate Schedule(s) from Pioneer to Calpine. A Rate Template is considered valid once Calpine has reviewed the information it contains to ensure it meets the expected formatting requirements and the Rate Schedule(s) it contains align with published Pioneer tariffs.

36. "Self Service" refers to data that Pioneer can obtain and access through the Data Tools, upon its implementation, or to processes or actions which Pioneer can perform without the assistance of Calpine staff. Should Pioneer request data from Calpine that is available via Self Service or request Calpine perform a process or action that Pioneer can perform via Self Service, this shall be considered an Ad Hoc Request and is subject to the fees listed in Exhibit B, Section 4.

37. "Service Agreement" refers to the agreement between customers and PG&E documenting the customer's billing arrangement, including rate plan, used to calculate PG&E charges.

38. "Settlement Quality Meter Data" or ("SQMD") refers to meter data gathered, edited, validated, and stored in a settlement-ready format, for settlement and auditing purposes.

39. "Pioneer-Designated Third Party" refers to any third party that acts in the place or stead of Pioneer under the terms of the Agreement. For the avoidance of doubt, any such Pioneer-Designated Third Party shall abide by and be bound by the terms of the Agreement, in the same way as Pioneer.

40. "Pioneer Data" refers to all data and information provided, collected, or produced on Pioneer's behalf in connection with the services provided under this Agreement; including, but not limited to, confidential personally identifiable information or utility customer data protected under state privacy laws, billing data, usage data, Settlement Quality Meter Data, enrollment information, contact history, and any other confidential or proprietary information that relates to current, prospective, or former Pioneer customers.

41. "Pioneer Holrdays" refers to those days in a calendar year that Pioneer observes as holidays.

II.

42. "Pioneer Service Area" refers to all cities, towns, counties, and unincorporated areas that have selected electric generation service from Pioneer.

43. "Statutory Enrollment Period" refers to the three-month period prior to a Mass Enrollment, the month in which the Mass Enrollment occurs, and the two months following Mass Enrollment. The Statutory Enrollment Period takes place over a six-month period.

44. "Structural Rate Change" refers to a rate change that alters one or more Billing Determinants within a Rate Schedule buildout by changing the definition of the Billing Determinant itself and/or adding and/or removing one or more Billing Determinants to an existing buildout.

45. "Value Only Rate Change" refers to a rate change that alters only the values applied to each of the Billing Determinants in a given Rate Schedule buildout, keeping the existing buildout intact.

46. "Western Region Energy Generation Information System" or ("WREGIS") refers to the independent, renewable energy tracking system for the region covered by the Western Electricity Coordinating Council (WECC).

Assumptions
Both parties acknowledge and agree that Contractor's provision of Services to be provided below in Section Ill is expressly subject to the following assumptions; in the event that these assumptions are materially invalid then time of performance and/or compensation shall be equitably increased:

1. Contractor is required to work with other contractors and Utilities while performing services for Pioneer and assumes that representatives from these entities will be available and respond in good faith and in a reasonable timeframe to requests for information and integration.

2. Contractor is limited in its ability to perform the services described below by the availability and timeliness of data from the IOU(s).

3. Pioneer customers are billed using a Utility-consolidated, Bill-ready method.

Ill. In consideration of the payments set forth in Exhibit 8 1 Contractor shall provide the following services:

1. Electronic Data Exchange Services:
a) Process CCA Service Requests (CCASRs) from/to PG&E which specify the changes to a customer's choice of services such as enrollment in CCA programs, customer initiated returns to bundled utility service or customer initiated returns to direct access service (814 Electronic Data Interchange Files).
b) Obtain all customer usage data from PG&E's Metered Data Management Agent (MOMA) server to allow for timely billing (according to PG&E requirements) of each customer (867 Electronic Data Interchange Files).
c) Maintain and communicate the amount to be billed by PG&E for services provided by Pioneer (810 Electronic Data Interchange Files).
cl) Receive and maintain all data related to payment transactions toward CCA charges from PG&E after payment is received by PG&E from customers (820 Electronic Data Interchange Files) and other non-EDI sources such as those provided for Arrearage Management Plan payments and PG&E Rule 17 .1 compensation. e) Process CCASRs with PG&E when customer status changes.

2. Qualified Reporting Entity (QRE) Services:
a) Consistent with terms and conditions included in the QRE Services Agreement(s) between Pioneer and Contractor, serve as QRE for up to thirty (30) locally situated, small-scale renewable generators or other distributed energy resources supplying electric energy to Pioneer through a feed-in tariff (FIT) or other mechanism. In the event the number of such resources exceeds that allowed herein, both Parties agree to jointly discuss and determine a mutually agreeable solution to address the excess number of resources. b) Submit a monthly generation extract file to Western Renewable Energy Generation Information System (WREGIS) on Pioneer's behalf, which will conform to the characteristics and data requirements set forth in the WREGIS Interface Control Document for Qualified Reporting Entities.
c) Contractor shall receive applicable electric meter data from PG&E for Pioneer distributed energy resource projects, consistent with PG&E's applicable meter servicing agreement, and shall provide such d?ta to Pioneer for purposes of performance tracking and invoice creation.

3. Customer Information System:
a) Maintain an accurate database of all eligible accounts who are located in the Pioneer service area and identify each account's enrollment status (opt out, program enrollment), rate tariff election(s), payment history, collection status, on-site generating capacity, if applicable, and any correspondence with customeras well as other information that may become necessary to effectively administer Pioneer as mutually agreed to by parties from time to time.
b) Allow Pioneer to have functional access to the online database to add customer interactions and other account notes.
c) Allow Pioneer to view customer email or written letter correspondence within CRM this includes correspondence from and to the customer. Allow Pioneer to view customer email correspondence with customers within CRM for emails that are received and responded to within CRM. Additionally, allow Pioneer to view activity records in CRM indicating when various written correspondence or mailers have been sent to the customer. d) Maintain historical usage data on all customers for a time period equal to the lesser of either (a) the start of customer service to present or (b) five years. Maintain viewing access, available to appropriate Pioneer staff, to view PG&E bills for Pioneer customers, including supporting the intuitive parsing and labeling of PG&E provided files. Maintain accessible archive of billing records for all Pioneer customers from the start of Pioneer Service or a period of no less than five years.
e) Maintain and communicate as needed record of customers who have been offered service with Pioneer but have elected to opt out, either before or after starting service with Pioneer.

Maintain and communicate as needed records of Net Energy Metering credits and generation data for customers to be posted on bill and settled as per Pioneer's Net Energy Metering policy.
g) When requested by Pioneer, place program charges on the relevant customer account, referenced by its unique identifier.
h) Identify customers participating in various Pioneer programs in the CRM database. 0 Include various program payment information in all relevant reports.

J) Perform quarterly Pioneer program reviews to assess appropriate customer charge level. k) Maintain all customer data according to Pioneer's customer privacy policy and the requirements of relevant California Public Utilities Commission Decisions including D.12- 08-045, including a daily backup process.
~ Maintain a Data Management Provider Security Breach Policy. m) Develop and maintain an account-level report accessible through the customer information system (CRM) showing all credits and debits for an account. The report should include all charges, payments, and credits to an account, including credits from bill assistance programs that currently exist as well as programs that are created in the future. Both parties agree to meet to discuss and determine final requirements for this report and acknowledge that such a report could require new IT development and therefore is subject to a separate timeline schedule to be mutually agreed to.

4. Customer Call Center:
a) Provide professional Interactive Voice Response (IVR) recordings for CCA customer call center.

In the event third party services are required to translate prompts or scripts into languages specified by Pioneer, any charges incurred by Contractor as a result of these will be passed by Contractor onto Pioneer in accordance with Exhibit B, Section 3.
b) Provide option for IVR self-service and track how many customers start and complete self-service options without live-agent assistance. c) Staff a call center between the hours of 8 AM and 5 PM PPT Monday through Friday, excluding Agreement Holidays.
d) Provide 24 hours a day, 7 days a week, IVR opt-out availability, and also, at Pioneer's discretion, allow the IVR to be turned off for opt-out requests during business hours provided Contractor is given at least a 40 Business Day advance notice to appropriately staff the Contact Center to support the redirection of those customers to a live person for a conversation about the customer benefits that Pioneer customers receive. Contractor performance requirements related to customer calls and listed in Sections f and g below shall be waived for the first 30 business days following such a change to IVR functionality. e) Provide sufficient number of Contractor staff available to manage escalated calls between the hours of 8 AM and 5 PM PPT Monday through Friday, excluding Agreement Holidays Contractor will adhere to the following performance standards during Non-Enrollment Periods:
i. Ensure that a minimum of 80% of all calls will be answered within 45 seconds and provide a monthly report to Pioneer that substantiates this requirement has been met.
i. Provide a monthly report to Pioneer that details the call wait time for calls not answered within 45 seconds.
ii. Achieve a no greater than 5% abandon rate for all calls and provide a monthly report to Pioneer that substantiates this requirement has been met. iv. 100% of voicemail messages answered within one (1) Business Day and provide a monthly report to Pioneer that substantiates this requirement has been met. v. 100% of emails receive an immediate automated acknowledgement and provide a monthly report to Pioneer that substantiates this requirement has been met. vi. 95% of emails receive a customized response within one (1) Business Day and provide a monthly report to Pioneer that substantiates this requirement has been met.
vi. 100% of emails receive a customized response within three (3) Business Days and provide monthly report to Pioneer that substantiates this requirement has been met.
g) Contractor will adhere to the following performance standards during Statutory Enrollment Periods:

Ensure that a minimum of 75% of all calls will be answered within 60 seconds. ii. 100% of voicemail messages answered within one (1) Business Day and provide a monthly report to Pioneer that substantiates this requirement has been met. iii. 100% of emails receive an immediate automated acknowledgement and provide a monthly report to Pioneer that substantiates this requirement has been met. iv. 95% of emails receive a customized response within one (1) Business Day and provide a monthly report to Pioneer that substantiates this requirement has been met.
v. 100% of emails receive a customized response within three (3) Business Days and provide a monthly report to Pioneer that substantiates this requirement has been met.
vi. Achieve a no greater than 10% abandon rate for all calls. h) Provide sufficient call center staffing to meet the requirements set forth herein.

O Provide callers with the estimated hold time, if applicable. Provide an automated 'call back' option for callers who will be put on hold for an estimated five minutes or longer.

J) Record all inbound calls and make recordings available to Pioneer staff upon request.

Maintain an archive of such recorded calls for a minimum period of 24 months. k) Track call center contact quality with criteria including:
i. Use of appropriate greetings and other call center scripts ii. Courtesy and professionalism
iii. Capturing key customer data
iv. Providing customers with correct and relevant information v. First-contact resolution
vi. Accuracy in data entry and call coding
vii. Grammar and spelling in written communications
0 Evaluate customer satisfaction through voluntary customersurveys that ask general questions about call quality, call resolution, and how satisfied the customer was with the service received.
m) Respond to customer emails.
n) Receive calls from Pioneer customers referred to Contractor by PG&E and receive calls from Pioneer customers choosing to contact Contractor directly without referral from PG&E.
o) Provide the call center number on PG&E invoice allowing Pioneer customers to contact the call center. Collect and/or confirm current email, mailing address and phone number of customers and add to or update database during inbound call. p) Collect permission (via voice recording, email request, or electronic form submittal) from customers to send electronic correspondence instead of printed mail. q) Respond to telephone inquiries from Pioneer customers using a script developed and updated quarterly by Pioneer. For questions not addressed within the script, refer inquiries either back to PG&E or to Pioneer.
r) Respond to customer inquiries received through telephone calls, email, fax and/or web-portal within the times and guidelines in Exhibit A, Section IV. s) Upon request, coordinate with PG&E and other PG&E territory CCAs to participate in call center reviews up to twice per calendar year.
~ Use commercially reasonable efforts to make Spanish speaking call center staff available to customers during Regular Business Hours.
u) Provide translation services for inbound calls for the following languages: Spanish, Russian, Cantonese, Mandarin, Tagalog, and Vietnamese.
v) Create and maintain online forms for the Pioneer website so that customers may perform program related tasks including, but not limited to, opt-up, opt-down, opt-in or opt-out from the Pioneer website. These program changes will be integrated into the Customer Relationship Management system on a daily or more frequent basis. w) Monthly Operational Call: Calpine will host a monthly call to discuss operational issues requested by Pioneer, including: contact center performance, opportunities to improve contact center service and progress on projects. Parties will communicate items at least one (1) Business Day in advance.
x) Periodically, and no less often than annually, allow Pioneer the ability to meet with Contractor call center staff, either in-person or virtually, to review and align on program benefits and messaging. Pioneer understands that such a meeting may not include all call center staff providing service to Pioneer customers and may be limited at the Contractor's discretion.

Assist with annual settlement process for Net Energy Metering (NEM) customers by identifying eligible customers, providing accrued charges and credits, and providing a report that includes the fields necessary for issuance of payments to customers.

Ensure accuracy of the annual NEM cash out report by performing audits as necessary to identify billing issues that could delay payment to certain customers (i.e. delayed billing or delayed usage).
i. For any delayed NEM cash out payment unable to be processed due to billing issues at the annual NEM cash out cycle, Contractor will make commercially reasonable efforts to reconcile and process payment at least twice annually for that NEM activity, provided Pioneer has given Contractor clear, timely guidance for all cash-out payment scenarios mutually identified. This process will go into effect on January 1, 2025 and shall continue thereafter Prior to this effective date, Contractor will use commercially reasonable efforts to do one additional NEM cash out in the 2024 calendar year.
g) Provide customer mailing list to Pioneer designated printer for new move-in customer notices and opt out confirmation letters routinely within 7 days of enrollment or opt out. h) Provide customer mailing list to Pioneer designated printer for customers with overdue payments and return customers to PG&E bundled service in accordance with Pioneer's late payment and collections policies.

O Pioneer will provide Contractor at least one week advance notice for any mass communication by Pioneer disseminated to more than 50% of Pioneer's customers. If at least one week advance notice is given, the service level applicable to periods other than Statutory Enrollment Periods shall apply for one week from the date of such mass communication in support of Pioneer. If less than one week advance notice is given, the service level applicable to Statutory Enrollment Periods shall apply for one week from the date of such mass communication in support of Pioneer. Notwithstanding the forgoing, the service level applicable to Statutory Enrollment Periods shall apply for mass communications disseminated during Statutory Enrollment Periods regardless of notice.

J) Send certain Pioneer program charges as a separate line item to PG&E for placement on monthly bill during term of repayment.
'Ii.

1. 2.

3. k) Contractor will adhere to the following performance standards for this service:

1. 99% of Pioneer charges sent to PG&E free of Contractor error and within PG&E Billing Window, on a rolling 12 month basis (current month and preceding 11 months).

6. Rate Schedule Maintenance
a) Maintain a table of Rate Schedules, offered by Pioneer to its customers, within Contractor's billing system.
i. Complete Value Only Rate Changes within 10 Business Days once Contractor has confirmed it is in receipt of a valid Rate Template.
ii. Complete Structural Rate Changes within 40 Business Days once Contractor has confirmed it is in receipt of a valid Rate Template.
iii. A Rate Template will be considered valid if it meets the expected formattinq requirements as set forth by Contractor and acknowledged by Pioneer, and the Rate Schedules it contains align with published Pioneer tariffs. Upon receipt of a Rate Template, Contractor will review it per these guidelines and after Pioneer has corrected any errors, if present, Contractor will communicate to Pioneer that a valid Rate Template has been received and work will commence as per the timelines indicated above.
iv. Should Pioneer submit updates after Contractor has begun work on a valid Rate Template, Pioneer understands this may be considered a new Rate Change. b) Calpine will support unlimited CCA and/or IOU initiated Value Only rate changes, and unlimited IOU initiated Structural Rate Changes per calendar year of this Exhibit A. c) Additional Custom Rate Designs and Implementation requested by Pioneer will be completed at a mutually agreed upon fixed fee per the Rate Change Pricing table included in Exhibit B, Section 1, or at the hourly rate listed in Exhibit B, Section 3, whichever is determined by the parties to be appropriate.

7. Reporting:

Report
Aging
a) Standard Reporting. All reports listed in the below table will be delivered at the frequency and method described. Pioneer and Contractor will establish due dates for all reports based on delivery frequency and method. Reports are considered late if delivered more than 7 Business Days after the mutually agreed to date, except when data required to deliver the report, such as utility data, is delayed by circumstances beyond contractors' commercially reasonable ability to control.

Freguenc~ Delive[Y Method ~
Weekly, Monthly SFTP Automated
Cash Receipts Weekly, Monthly SFTP Automated
Call Center Stats Monthly Email Manual

4. 5.

6. 7.

8. 9.

10. 11.

12. 13.

14. 15.

16. 17.

18. 19.

20. 21.

Days To Invoice Weekly, Monthly SFTP Automated
Invoice Summary Reports Weekly, Monthly SFTP Automated
Monthly Transaction Summary Monthly SFTP Manual
Sent to Collections Monthly SFTP Automated
Snapshot Weekly, Monthly SFTP Automated
Snapshot with Addresses Weekly, Monthly SFTP Automated
Unbilled Usage Weekly, Monthly SFTP Automated
Unbilled 810s Weekly Email Manual
Sheltering Shift Daily SFTP Automated
Customer Opt Stats Monthly SFTP Manual
Overall Customer Participation Rate Monthly SFTP Manual Overdue Usage Weekly SFTP Automated
NEM Term Cash-Out Monthly SFTP Manual
NEM Annual Cash-Out Annually SFTP Manual
Delayed NEM Cash-Out Quarterly SFTP Manual
Late Payment Notice (Overdue Monthly SFTP Manual
Payments)
Non-Defaulted Accounts Monthly Email Manual
Disconnections Weekly SFTP Automated
b) In addition to the reports listed in Section 7.a., Pioneer may request additional Ad-Hoc reports beyond what is provided per standard reporting which are subject to Ad-Hoc fees.

Parties will coordinate to ensure the business requirements for development of such reports are reasonably finalized to minimize revisions. c) All manual or non-automated reports listed in Section 7.a. or any ad hoc manual or non-automated report will be quality checked by Contractor before providing the report to Pioneer. Should Pioneer identify potential errors found in the reports, Pioneer will communicate those errors to Contractor, and upon notification, Contractor agrees to take commercially reasonable action to research and investigate the errors, determine the validity of the error against Contractor source data, and correct such errors, if needed. d) Host operational calls every two weeks between Pioneer staff and Contractor staff based on availability to review and discuss reports and their operational implications.

8. Settlement Quality Meter Data:
a) Contractor shall provide Pioneer or Pioneer's designated Scheduling Coordinator (SC) with Settlement Quality Meter Data (SQMD) as required from SC's by the California Independent System Operator (CAISO).
b) Upon Pioneer's request, Contractor shall submit the SQMD directly to the CAISO on behalf of Pioneer or Pioneer's designated SC.
c) At Pioneer's request, Contractor will use, when available, AMI usage data as provided by PG&E through its Share My Data platform in its SQMD aggregation methodology.

AMI usage data provided by PG&E through their Share My Data (SMD) platform a. Prior to loading this data into the data warehouse, Contractor will make commercially reasonable efforts to process the raw SMD data and associate usage data with customer accounts in Contractor's CIS
b. Contractor will query PG&E systems for updated usage data and make reasonable efforts to update the data warehouse on a daily basis. i. Customer account information and characteristics from the customer list provided by PG&E and supplemented by the following data from CRM and CIS:
a. Pioneer customer participation history
b. Product elections
c. Opt-out activity
d. Pioneer rate schedule
e. NEM legacy indicator to identify customer's NEM program end date and migration to NBT rate.
f. Pioneer program participation identifiers captured within Program Histories in CRM
g. Contractor will make commercially reasonable efforts to provide additional characteristics that PG&E may add to the 4013 report, or as requested by Pioneer. The timing of such additions is subject to Contractor's broader timeline and schedule for development releases.
ii. Billing data from Contractor's CIS
iv. SQMD submission data.
c) Provide access to data warehouse to Pioneer using:

SQL queries to pull specific data sets from Contractor data warehouse into Pioneer data environment on an ad-hoc basis.
n. A web-based User Interface (UI) that allows Pioneer access to a pre-determined sub-set of available data from Section B above, and the ability for the user to filter and download such data. Contractor will make the UI available by the end of Q2 of 2024.
ii. An Application Programming Interface (API) that allows Pioneer to perform periodic and repeatable API calls to the data warehouse to import and ingest available data in Section B above into Pioneer's own data environment. Both parties agree to meet and mutually determine a date by which Contractor will make API functionality available to Pioneer.
cl) Contractor may, from time to time and at its sole discretion, update the functionality available in the data warehouse which may include, among others, adding or maintaining data visualizations, self-service reporting tools, self-service analytical tools, and Application Program Interface (API) points.
e) Contractor may, at its sole discretion, engage with Pioneer and other Contractor clients to elicit their input on required functionality, data elements, and system design as it pertains to the development, maintenance, and evolution of its data environment.

In the absence of the data warehouse or adequate data within the data warehouse for Pioneer to Self Service, Contractor shall assist Pioneer in completing Ad-Hoc requests that Pioneer would otherwise Self-Service, including, but not limited to, compiling customer and usage reports. Each such request should be accompanied by mutually agreed upon requirements and proper notice.
g) Contractor will provide technical support to access the data warehouse and documentation describing the data. Pioneer will provide staff with technical database expertise to engage with Contractor in the implementation and use of the data warehouse.

10. Value-Added Services
a) Recurve Analytics Platform
Contractor has partnered with Recurve Analytics to offer Pioneer access to Resource Planning tool on the Recurve Platform ("Recurve Platform"), which Contractor shall customize based on available data from PG&E to enable Pioneer to perform targeting analyses provided at no cost to Pioneer.
i. Additionally, Contractor offers Pioneer access to Recurve's FLEXmarket, a marketplace that enables the procurement of demand flexibility services, by administrating third party implementers and aggregators of energy efficiency and demand flexibility projects.
ii. Access to the platform and those services shall be provided in a mutually agreed upon timeline and subject to the fees listed in Section 7 of the Exhibit B. Additional details on the Recurve Analytics services are included in Appendix A, which is a sample of the contract to be executed.
b) Support for California Energy Commission MIDAS Rate Uploads Subject to the mutual execution of the Memorandum of Understanding contained in Appendix C of this Agreement, Contractor will provide support for the uploading of rates to the CEC MIDAS platform on behalf of Pioneer. For the avoidance of doubt, Appendix C should be viewed as a separate and discrete work scope, and the terms of Appendix C shall govern and prevail with respect to that work scope.

Exhibit B:

In consideration of the services provided by Contractor described in Exhibit A and subject to the terms of the Agreement, Pioneer shall pay Contractor based on the following fee schedule and terms:

Contractor's cost for the services listed in Exhibit A is the LESSER of $1.05 per active meter per active account per month ("Cost for the Services"), OR a fixed fee of $25,000 plus $0.90 per active meter per active account per month.

Levelized per meter per month fee shall be calculated as follows: (Monthly Fixed Fee + (per meter per month fee x number of meters served))/ Total Number of Meters Served. Travel and all start-up costs are included in this price.

Accounts closed during a month are considered an active account only in the month closed and are removed in subsequent months calculations.

Contractor's payment in effect for the services listed in Exhibit A shall escalate annually beginning on January 1, 2025 by the Consumer Price Index West Region using August 2023 data as the baseline.

1. Rate Change Pricing
Contractor will not charge Pioneer for any non-structural rate changes or for IOU initiated structural rate changes.

Should Pioneer wish to create a Custom Rate Design, Contractor will utilize th~ pricing and process described in Section 4 "Additional Deliverable Pricing" of this Exhibit B. For the avoidance of doubt, the bank of "ad-hoc hours" described in Section 4.b can be utilized for Custom Rate Design.

2. Call Center Service Options Pricing
a. Should Pioneer choose to in-source the call center, Contractor will reduce our per-meter/month fee as follows:

Full ln-Sourcinq: $0.15 Partial Transition/Hybrid: $0.015 per Aqent Assumes all agents are Pioneer staff and quality Should Pioneer hire its own call center agents, control, oversight, training, and IVR are managed there is a $0.015 per meter/month reduction per by Pioneer. agent Contractor is able to reduce to a maximum of $0.10.
b. For the avoidance of doubt, the maximum possible fee reduction is $0.15 per meter per month, which includes Pioneer taking over full responsibility for all staffing, training, QNQC, and supervision as well as all technology needed to operate the call center.

3. Script Translation Services
Charges incurred by Calpine from engaging with vendors to translate scripts or other documents from English into other language(s) will be passed by Calpine to Pioneer at cost.

4. Additional Deliverable Pricing
a. The Fees defined in Exhibit B include only those service and items expressly set forth in Exhibit A of this Agreement. Unless otherwise agreed to by Pioneer and the Contractor, the cost of additional deliverables provided by Contractor to Pioneer, including Ad Hoc requests, shall be passed through directly to Pioneer without mark-up using a labor rate of $175.00 per hour, ("Labor Rate"). b. To support Pioneer in a dynamic market, Contractor will provide an annual 250-hour bank of ad-hoc hours to be used at Pioneer's discretion. After the bank of hours are depleted, additional ad-hoc hours will be billed at the rate described in 4.a above.

5. Community Benefits Grant Program
Each year of the contract, Contractor shall rebate three percent (3%) of its annual service fees to 501 (c)3 organizations serving the Pioneer service territory for the purpose of promoting economic development, workforce development, local project development, grid resiliency, residential tenant interests and other areas that support the mission of Pioneer and its communities.

Contractor shall administer available annual program funds in accordance with the policies and procedures specified in Appendix A of this Agreement. These policies and procedures are subject to change over the course of this contract and the revised version of this document will be shared with Pioneer as applicable.

6. Fees for Access to the Recurve Analytics Platform shall be as follows:
a. Access to Resource Planner is included in the monthly meter fee listed in this Exhibit B. b. Should Pioneer choose to utilize the Demand Flexibility Marketplace to procure demand flexibility (energy efficiency and/or demand response resources), Pioneer and Contractor will execute Appendix B and Contractor will bill Pioneer in accordance of the terms of Appendix B by written invoice below. Each invoice shall be included as part of the monthly Contractor invoice and paid to Contractor who will then disburse payment to Recurve. Parties will work together with Recurve to define details of use of the Platform, including data access and handling.

7. Additional Data Storage Fee
Pioneer may elect to expand the included active data retention term for customer data contained in the CRM and data warehouse to 36 months at a cost of $0.005 per meter increase to the per meter per month service fee listed above.

However, should Contractor update its active data retention policy to include 36 or more months of data, Pioneer will no longer be required to pay the Additional Data Storage Fee.

APPENDIX A: COMMUNITY BENEFITS
CCA Partner Community Benefits Program
Program Policies and Procedures

INTRODUCTION AND DESCRIPTION
Calpine Energy Solutions (Calpine) places a high value on providing a range of benefits to its CCA partners through its standard suite of services, and increasingly, through a Community Benefits Program (CBP) that is included in certain CCA contracts. The Community Benefits Program is funded through a percentage of annual client revenues based on actual billings for Calpine services and provides Calpine-funded support for disadvantaged communities, energy equity and diversity, community-based needs, energy and environmental education, and similar programs within a CCA client's service territory. The following provides CBP policy and process guidelines which will be shared with our CCA partners at the outset of the Program. Although funding decisions will remain at the discretion of the Calpine team, we anticipate working in partnership with our CCA partners to help promote the program, identify and evaluate potential beneficiaries, and report on performance and impact.

CALPINE SOLUTIONS' COMMUNITY BENEFIT PROGRAM GOALS
Calpine Solutions' goals for the CBP range from qualitative to quantitative and include:

1. Demonstration of visible, value-added support for CCA partners beyond our standard services;

2. Support of well-respected community organizations that share mission alignment with Calpine Solutions and our CCA partner;

3. Increase Calpine's positive brand awareness and visibility in our partner CCA communities;

4. If co-branding, support the CCA's positive brand awareness in their service territory;

5. Maintain strong relationships and goodwill with our CCA clients; and,

6. Support client and customer retention; mitigate customer opt-outs

FUNDING FOR IMPACT
The annual value of a CCA's CBP program is tied to the CCA's annual billed revenue, up to 3% of total annual revenues, as specified in the CCA's contract. The amount of money available to donate to the community will be based on actual, not estimated or expected, dollars paid to Calpine by the CCA for contracted services.

There is no floor or ceiling on the amount of each individual beneficiary's donation within the annual totals discussed above but there will be a maximum of 10 organizations receiving funding for each contract year.

All donations must comply with local, state and federal rules and regulations, including, but not limited to the IRS and the California Department of Revenue. No behested donations are allowed within this program.

QUALIFYING COMMUNITY-BASED ORGANIZATIONS (CBOs)
Qualified organizations will be 501 (c) 3 not-for-profit organizations working within a CCA client's service territory that are local or regionally based and engaged in a variety of community-based endeavors. Examples include service to disadvantaged communities, energy equity and inclusion, local clean energy programs, energy education, environmental advocacy, and other program areas that are mission aligned with Calpine and our CCA partner.

Qualifying organizations will be vetted to ensure legal status, a positive reputation within the community, demonstrated history of success, and no misalignment with Calpine policies, services or government affairs positions.

Please note that donations to local governments, 501 (c)4, 501 (c)6 trade organizations, or other entities such as Political Action Committees are not permitted under this program.

APPLICANT EVALUATION CRITERIA
• 501(c)3 non-profit
• Local, regional focus1
• Organizational and project alignment with Calpine and CCA's goals and objectives • Organization's reputation , reach and visibility in the CCA's service territory • Ability to measure/quantify funding impact and benefits • Extent to which funding may benefit Calpine and CCA's market visibility and/or future business development efforts
• Extent to which funding may help mitigate customer opt-outs and/or support other opt actions

CCA PARTNER ROLE
Although Calpine will retain sole d1scret1on over funding dec1s1ons, Calpine ant1c1pates that our CCA staff partners will play an active, advisory role in the CBP process. This will include activities such as: initial meetings to establish joint objectives, annual solicitation and funding timelines, identification of priority funding categories (e.g. , energy justice/advocacy, energy education, etc.), assistance with local application posting/CBO applicant recruitment, application review, joint press releases, and annual reporting to the CCA Board and in annual reports, if applicable.

PROGRAM PROCESS & TIMING
As a general rule, community benefit funds will be dispersed annually, at the end of each CCA contract year, based on actual revenues received in that contract year. The CCA and Calpine teams will meet regularly to discuss target beneficiaries and timing according to specific contract provisions and in keeping with any legal requirements.

MEASUREMENT & REPORTING
Approximately 6 months prior to the annual funding cycle, participating clients will receive a report from Calpine regarding available/anticipated funds for their Community Benefit Program, per the terms of their contract. At the end of each funding cycle, Calpine requests that the CCA provide a report to their Board of Directors and include a review of the Community Benefits Program in their Annual Reports and/or Community Impact Reports. Calpine will also provide periodic CBP reports to its internal leadership and management and may add additional performance measures over time.

OUTREACH AND COMMUNICATION GUIDELINES
Calpine is happy to consider co-branding the Community Benefits Program with its CCA partner. However, Calpine shall retain, in its sole and absolute discretion, permissions regarding the use of its company logo and content regarding CBP in local press engagement.

All communication regarding the CBP grants must regard the funds being awarded by and from Calpine.

Annual Timing and Key Activities
Discussion and Planning Period (Calpine & CCA): 3 months prior to application release • Initial program meeting with CCA staff
o Clarify guidelines, process, joint objectives and timeline Program Promotion Period (Calpine & CCA): 2 months prior to application release • Prepare for CBO outreach and application period.
• Develop co-branded forms and draft/approve website language and joint press release, if applicable; • Continue to track CBP revenue accrual to define likely funding level for the year Application Release (Calpine & CCA):
• CBP application opens - allowing for 45-day period to deadline • CBP applications will be submitted to Calpine Team ([email protected]) Application Collection:
• Calpine to update CCA partner weekly with updates to application count. • Webinar: If CCA partner wishes to have a webinar for all potential applicants, including a FAQ and overview of the program, Calpine will work with staff to coordinate the webinar hosted by the CCA and co-presented by Calpine and the CCA.

Initial Application Evaluation (Calpine)
• Calpine will do the first round of Application Evaluation to determine the applicants that will move into the Evaluation Committee evaluation stage, and who is disqualified from moving forward in the process.

Application Evaluation (Calpine & CCA)
• The Community Benefits Confidentiality Agreement, included below, must be signed by each CCA staff member involved in the appltation evaluation process prior to seeing the applications. • The Evaluation Committee will consist of the following ratio o Two CCA staff members
o Three Calpine team members
• Unless otherwise agreed, funding decisions are made annually; an award in one year does not guarantee or imply funding in any subsequent year.

Final Selection, Fund Disbursement, and Applicant Communication (Calpine) • Upon completion of the Application Evaluation Committee meeting, Calpine will finalize the names of selected applicants as well as determine the amount to be awarded to each organization. o Determination of applicant qualification, suitability, whether an applicant's application is complete, and the grant of donations, if any, and the amount thereof shall be made by Calpine in its sole and absolute discretion.
• Calpine will notify all applicants whether they have been selected to receive funding or not and solicit any necessary documentation to disperse funds.
• Calpine will share selected organizations logos for use in approved social media posts and press releases. • CCA Press Release surrounding selected organizations and brief summary of project/program/initiative funded.

CONFIDENTIALITY AND

NON-DISCLOSURE AGREEMENT
This Confidentiality and Non-Disclosure Agreement ("Agreement") is entered into as of November 8, 2023, by and between (the "Receiving Party") and Calpine Energy Solutions, LLC, a California limited liability company with its principal executive offices at 401 West A Street, Suite 500, San Diego, California 9210 l (the "Disclosing Party"), referred to collectively as "Parties" and individually as "Party."

RECITALS
A. Whereas, Disclosing Party and Receiving Party entered into an agreement on wherein Disclosing Party would furnish data management services to Receiving Party ("Original Agreement")
B. Whereas, the Parties amended and restated the Agreement on (Month) (day), 2023 ("Amendment"). The Addendum added the requirement of the Disclosing Party to provide community reinvestment benefits by administering a Community Benefits Grant Program.

The Addendum is incorporated herein by reference.

C. Whereas, the Disclosing Party is administering a Community Benefits Grant Program pursuant to the Original Agreement (the "Grant Program") and has requested that Receiving Patty assist in evaluations to select a community-based, non-profit organization ( each, a "CBO") to receive Disclosing Party's grant ("Grant"); D. Whereas, one or more of Receiving Party's employees will participate in deliberations to select Candidates under the Grant Program;
E. Whereas, Disclosing Party wishes to disclose candidate applications to Receiving Party for the purpose of facilitating Receiving Party's participation in the deliberations to evaluate and select Candidates while protecting the integrity of the selection process including the elimination of any conflict of interest (the "Purpose"); and F. Whereas, Disclosing Party is willing to provide such information for the Purpose 111 accordance with the terms hereof;
NOW, THEREFORE, the Parties do hereby mutually agree as follows:

1. Definitions.
a. "Confidential Information" shall mean, for purposes of this Agreement, (i) any and all information contained in the applications submitted by Candidates under the Grant Program; (ii) any other confidential or proprietary written, recorded, electronic or oral information or data pertaining to any Candidate provided (whether such confidentiality or proprietary status is indicated orally or in writing, whether or not the specific words "confidential" or "proprietary" are used) to Receiving Party by Disclosing Party in the course of the selection of Candidates under the Grant Program and (ii) any information about the Grant Program, or the selection of Candidates, thereunder, including the status thereof, as well as events and items related thereto, including, without limitation, any discussions between the Parties regarding the Grant Program and selection of candidates, any copies, drafts, revisions, analyses, summaries, memoranda, reports, and other materials prepared with respect to the Grant program and selection of candidates.

Notwithstanding anything in the foregoing to the contrary, this provision is not

2. intended to impair Receiving Party's access to or use of reports prepared by Disclosing Patiy in the ordinary course of business under the Original Agreement. b. "Person" shail be broadly interpreted to include, without limitation, any corporation, company, partnership, other entity or individual.

Confidentiality and Non-Use. In consideration of the Disclosing Party providing Confidential Information, prior to the selection of the awardee( s) of the Grant, the Parties agree that the Receiving Party shall hold confidential and not disclose to any Person, without the prior written consent of the Disclosing Party, all Confidential Information and any information about the Grant Program, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the Receiving Party; provided, however, that the Receiving Party may discuss Confidential Information with employees of the Disclosing Party who are actively and directly participating in the evaluation of Candidates under the Grant Program or who otherwise need to know the Confidential Information for the Purpose and provided further that Receiving Party may otherwise disclose Confidential Information to its governing Board with information that Disclosing Party is required to provide to Receiving Party pursuant to Section 14 of the Agreement;
In addition to the foregoing, the Receiving Party shall use the Confidential Information only for the Purpose and will not use the Confidential Information for any purpose other than in connection with the Grant Program; provided that Receiving Party may use the Confidential Information to report to its Board the process used, the Candidates who applied, and the results of the Grant Program.

3. Exceptions to the Confidentiality and Non-Use Obligations. The obligations imposed by Section 2 hereof shall not apply, or shall cease to apply, to any Confidential Information if or when, but only to the extent that, such Confidential lnfonnation:
a. was known to the Receiving Party prior to the receipt of the Confidential Info1mation as evidenced by the written records thereof; or b. was, or becomes through no breach of the Receiving Party's obligations hereunder, known to the public; or
c. becomes known to the Receiving Party from sources other than the Disclosing Party under circumstances not involving any breach of any confidentiality obligation; or
d. is independently developed by the Receiving Party, without the use of any Confidential Information of the Disclosing Party.

It shall not be a breach of the confidentiality obligations hereof for a Receiving Party to disclose Confidential Information where, but only to the extent that, such disclosure is required by law or applicable legal process, provided in such case the Receiving Party shall (i) give the earliest notice possible to the Disclosing Party that such disclosure is or may be required and (ii) reasonably cooperate in protecting such confidential or proprietary nature of the Confidential Information which must so be disclosed.

Notwithstanding the foregoing, if Receiving Party is requested or required to disclose any Confidential Infonnation in connection with request made pursuant to the California Public

4. 5.

6. Records Act ("CPRA") where such request or requirement is not caused by any voluntary action or proposed action by Receiving Party. In this case, Receiving Party will, unless prohibited by law, notify Disclosing Party promptly in writing of the existence, terms and circumstances surrounding such a request or requirement so that Disclosing Party may, in its sole discretion, seek a protective order, injunction, restraining order, or other appropriate remedy and/or waive compliance with the terms of this Agreement. If in the absence of a protective order or other remedy or the receipt of a waiver from Disclosing Party, Receiving Party are, nonetheless legally required to disclose any Confidential Information, Receiving Party may make such disclosure without liability under this Agreement.

Receiving Party will give Disclosing Party notice of the information to be disclosed as far in advance of its disclosure as practicable and Receiving Party will use its commercially reasonable efforts to assist Disclosing Party, at Disclosing Party's request and expense, in obtaining an appropriate protective order or other reliable assurance that confidential treatment will be accorded to all such disclosed Confidential Information. In the event that Disclosing Party seeks a protective order, injunction, restraining order, or any other remedy to protect its Confidential Information, Disclosing Party shall indemnify and defend Receiving Party, including attorneys' fees.

Conflict of Interest. By signing this Agreement, Receiving Party agrees to have any participating employees sign an acknowledgment representing to Disclosing Party that the employee is not aware of any relationship, interest, or situation involving Receiving Party employee's family, close personal acquaintances, or a family member's employer that might financially benefit from a Candidate's selection in the Grant Program. Receiving Party agrees (i) that a Receiving Party employee will promptly inform Disclosing Party in the event of any material change in the veracity of the foregoing statement and (ii) that, if the representation set forth in this Section 4 ceases to be accurate in any way and Receiving Party employee fails to inform Disclosing Party of any material change therein, the employee of the Receiving Party will be immediately dismissed from participation in the Grant Program and the applicable Candidate(s) will be disqualified from the Grant Program.

Termination; Duration of Obligations. Unless sooner terminated by the Disclosing Party, this Agreement and the obligations hereunder shall, with regard to any given annual cycle, tenninate at the time that Grant Program awardees are named for that cycle.

Return or Destruction of Confidential Information. Upon receipt of a written notice from the Disclosing Party, the Receiving Party shall have thirty (30) days from receipt of such written notice to return to the Disclosing Party, delete, or destroy (at the Receiving Party's discretion) all items containing or constituting Confidential Information, together with all copies, extracts, or summaries thereof, provided, however, that any Confidential Information need not be returned, deleted, or destroyed if:
a. found in electronic format as part of the Receiving Party's off-site or on-site data storage/archival/retention process;
b. the Receiving Party is required to retain such information pursuant to a bona fide records retention policy or law or regulation, in which case Receiving Party may retain one ( 1) copy of such information; or
c. solely for the purpose of defending or prosecuting civil or criminal investigations or litigation arising from the Grant Program or this Agreement.

7. 8.

9. 10.

11. 12.

Cyber Security. Should Receiving Party become aware or reasonably believe a breach (including without limitation by any phishing or cybersecurity incident) has occurred, Receiving Party shall notify the Disclosing Party within 3 Business Days of discovery and reasonably cooperate with the Disclosing Party to regain possession of the Confidential Information and prevent further unauthorized use or disclosure.

Entire Agreement. This Agreement represents the entire understanding and agreement of the Parties and supersedes all prior communications, agreements and understandings between the Parties relating to the Grant Program only, as more fully described herein.

Waivers; Amendments; Assignment; Counterparts. This Agreement may not be modified, amended or waived except by a written instrument duly executed by both Parties. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or patiial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

This Agreement may not be assigned by either Party without the prior written consent of the other and shall be binding on, and inure to the benefit of, the respective successors of the Parties thereto. This Agreement may be signed in two or more counterpart originals, each of which shall constitute an original document.

Governing Law; Disputes. This Agreement is made subject to and shall be construed under the laws of the State of California, without giving effect to its principles or rules regarding conflicts of laws, and that the state and federal courts situated in the State of California shall have exclusive jurisdiction to resolve any disputes with respect to this Agreement or the Confidential Info1mation with each Party irrevocably consenting to the jurisdiction thereof for any actions, suits or proceedings arising out of or relating to this Agreement or the Confidential Information, and each Party, to the extent permitted by law, irrevocably waives its rights to jury trials with respect thereto. In the event of any litigation hereunder, the prevailing Party shall be entitled to costs and reasonable attorney's fees.

Remedies. Without prejudice to the rights and remedies otherwise available to the Disclosing Party, the Disclosing Party shall be entitled to equitable relief by way of injunction or otherwise if the Receiving Party breaches or threatens to breach any of the provisions of this Agreement and the Receiving Pmiy shall not plead in defense thereto that there would be an adequate remedy at law.

Non-Publicity. All media releases, public announcements and other disclosures by either Party relating to this Agreement or the subject matter hereof or to the Grant Program, including promotional or marketing material, but excluding announcements intended solely for internal distribution or to meet legal or regulatory requirements, shall be coordinated with and approved by the Disclosing Party. In addition, the Receiving Party shall refrain from removing, overprinting or defacing any notices of copyright, trademark, logo, or other proprietary identifications or notices of confidentiality, from any originals or copies of the Disclosing Party's Confidential Information.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed by their respective, fully authorized representatives as of the date first written above.

Pioneer Community Energy
By:---------
Name: Don Eckert
Title: Executive Director
Dated: ___ _
Calpine Energy Solutions, LLC
By: ________ _
Name: Drake Welch
Title: Senior Vice President, CCA Business Unit
Dated: ____ _
APPENDIX B: RECURVE FLEXMARKET
DEFINITIONS:
"Active Measurement Period" for load shifting projects shall be defined as the measurement period stated in the FLEXmarket Implementation Plans (IP). If a project is enrolled during the Active Measurement Period, that project's Active Measurement Period starts on the enrollment date and ends on the corresponding end date of the given year. "Advice Letter" -A document submitted to the California Public Utilities Commission requesting a review of Load Serving Entity's ("LSE") request to propose a new program, product, or service. "Aggregator'' - Participant in the FLEXmarket Program providing technology and services to end customers (taking service from the Load Serving Entity ("LSE") with project submittals to the FLEXmarket Program for payment of incentives by LSEs under the Program.
"Agreement" - Master Services Agreement between LSE and Calpine Energy Solutions, LLC, executed on DATE inclusive of Amendment No. 1 to the Agreement thereto executed on EFFECTIVE CONTRACT DATE "Amendment" - This Amendment No. 2 to the Master Services Agreement Between LSE and Calpine Energy Solutions, LLC
"Anchor Measure" - Refers to the primary energy efficiency measure submitted in a Project. The Anchor Measure sets the EUL which will be the basis of the total grid value delivered by a Project. "California Public Utilities Commission" (CPUC) - Regulatory agency that regulates public and private utilities, Community Choice Aggregators, and Regional Energy Networks in the state of California. The CPUC sets the rules and regulations for energy efficiency programs and is the entity to whom the FLEXmarket Program will need to provide Claimed Savings.
"Effective Useful Life" (EUL) - Estimated lifespan of a demand flexibility measure used in the calculation of FLEXmarket incentives as defined by the LSE and RECURVE.
"Flexibility Purchase Agreement" (FPA) -Agreement between RE CURVE and Aggregator that defines the methods and protocols that allow the Aggregator to get paid by LSEs for increasing demand flexibility (such as energy efficiency, demand response, and electrification) ("Demand Flexibility") in existing buildings across a portfolio of customers submitted to the FLEXmarket Program.
"Implementation Plan" (IP) - Plan submitted to the CPUC outlining the steps required to successfully launch the LSE program described herein. The IP details the program design, processes, and workflows required to operate. "Load Serving Entity (LSE)" - Secures energy and transmission service (and related Interconnected Operations Services) to serve the electrical demand and energy requirements of its end-use customers. In this case, the specific Load Serving Entities (LSEs) referred to are Community Choice Aggregators (CCAs). "Measurement and Verification Plan" (M&V Plan) - Plan which outlines the rules and process in which energy savings will be calculated and claimed within this program. This plan is governed by the requirements of the CPUC population-level components of the NMEC Rulebook v.2. All NMEC approaches are based on pre- and post-intervention energy usage data observed at the meter for each project and each aggregator's portfolio. "Measured Program Value" for energy efficiency and load shifting projects shall be defined as the total system benefits as calculated by Recurve and verified by LSE in accordance with the FLEXmarket Implementation Plans (IP).
"Normalized Metered Energy Consumption" (NMEC) - Meter-based approach to quantifying energy savings. "Participating Customer" - LSE customer who is the recipient and end user of prescribed demand flexibility measure(s) delivered by a participating Aggregator.
"Parties" - LSE and Calpine Energy Solutions, LLC ("CALPINE ENERGY SOLUTIONS"), collectively; LSE and Calpine Energy Solutions, LLC may also be referred to individually as a "Party." "Project(s)" - refers to a program submission containing a pre-set list of customer, cost, and measure information to be/that has been installed by an Aggregator to achieve energy savings for a single customer within the FLEXmarket Program. Projects shall follow the eligibility and enrollment process defined in the IP. "Total Incentive Payment" - Total payments made to all Aggregators from an LSE participating in the FLEXmarket Program.

RECITALS:

WHEREAS, the Parties entered into the Agreement for the purpose of CALPINE ENERGY SOLUTIONS' provision of customer account support, billing operations, data management, and other services set forth therein to LSE-; WHEREAS, LSE, a Community Choice Aggregation Load Serving Entity ("LSE"), desires to work with CALPINE ENERGY SOLUTIONS and Recurve Analytics, a partner/subcontractor to CALPINE ENERGY SOLUTIONS ("RECURVE"), to administer its FLEXmarket Program (the "Program") with third party project implementers (each, an "Aggregator" and collectively the "Aggregators") who have developed portfolios of Projects, and specifically to provide the services described in Exhibit A hereto under the terms and conditions of the Agreement (except as provided in this Amendment); and
WHEREAS, RECURVE seeks to provide, and warrants that it is qualified and competent to render, the services described in Exhibit A below.

NOW, THEREFORE, for and in consideration of the agreements made herein, and the payments to be made by LSE hereunder, the Parties agree to the following:

1. SCOPE OF SERVICES:

CALPINE ENERGY SOLUTIONS and RECURVE agree to provide all of the services described in Exhibit A, which is attached hereto and by this reference made a part hereof. As used hereinafter, "FLEXmarket Services" shall mean all of the services described in Exhibit A and any other work performed by CALPINE ENERGY SOLUTIONS and RECURVE pursuant to this Amendment.

2. LSE OBLIGATIONS:

During the term of this Amendment, and in addition to LSE's other obligations under this Amendment, LSE agrees to:

2.1 Promptly upon request from CALPINE ENERGY SOLUTIONS, provide CALPINE ENERGY SOLUTIONS and RECURVE all pertinent data and records necessary for CALPINE ENERGY SOLUTIONS and RECURVE's delivery of the FLEXmarket Services within reasonable expectations.

2.2 Regularly and on a timely basis, provide data for CALPINE ENERGY SOLUTIONS' and RECURVE's use in calculating LSE's payments to Aggregators under applicable Flexibility Purchase Agreements (FPAs) and LSE-specific terms and conditions, which will be furnished and/or developed as part of the Program Plans.

2.3 Pay undisputed and verified invoiced amounts to Aggregators within 30 days of receiving invoices and supporting documentation from CALPINE ENERGY SOLUTIONS and RECURVE.

3. FEES AND PAYMENT; INVOICING:

LSE shall compensate CALPINE ENERGY SOLUTIONS for the FLEXmarket Services in accordance with the Pricing Schedule set forth in Exhibit A and by this reference incorporated herein. CALPINE ENERGY SOLUTIONS is responsible for billing LSE in a timely and accurate manner. CALPINE ENERGY SOLUTIONS shall email all invoices to LSE on a monthly basis as specified in Exhibit A for any FLEXmarket Services rendered or expenses incurred hereunder. The final invoice must be submitted within 30 days of completion of the FLEX market Services or termination of this Amendment. LSE will process payment for undisputed invoiced amounts within 30 days of receipt of such invoice.

This Amendment shall commence only after LSE notifies Calpine in written of its decision to establish a FLEXmarket within their service territory. At that point, RECURVE may enroll new Projects under the Program until the date set forth by LSE. This Amendment shall terminate when CALPINE ENERGY SOLUTIONS and RECURVE have completed the FLEXmarket Services on the last Project enrolled (the "Term").

5. TERMINATION:

1. If either Party (the "Defaulting Party") fails to comply with the terms of this Amendment or violates any ordinance, regulation or other law which applies to its performance herein, and does not cure such failure or violation within ten (10) business days after receiving written notice thereof from the other Party, the other Party may terminate this Amendment by giving five (5) business days' written notice to the Defaulting Party. For the avoidance of doubt, this paragraph 5.1 shall apply to any failure by LSE to pay an Aggregator in accordance with this Amendment or the FPA.

2. Either Party hereto may terminate this Amendment for any reason by giving sixty (60) calendar days' written notice to the other Party. Notice of termination shall be by written notice to the other Party and shall be sent by email to the email address listed in Section 19 Invoices; Notices.

3. In the event that the CPUC (i) directs LSE to discontinue the FLEXmarket Services or (ii) removes all or substantially all of the approved funding for this contract (in each case, a "Regulatory Action"), then LSE may terminate the FLEXmarket Services upon not less than thirty (30) days prior written notice to CALPINE ENERGY SOLUTIONS and RECURVE. LSE will use commercially reasonable efforts to ensure all portions of the FLEXmarket Services and funding thereof are approved by the CPUC and shall immediately notify RECURVE in writing if LSE receives notice of a Regulatory Action.

4. In the event of termination not the fault of RECURVE, CALPINE ENERGY SOLUTIONS and RECURVE shall be paid for all FLEXmarket Services performed to the date of termination in accordance with the terms of this Amendment. Notwithstanding anything contained in this Section 5 in no event shall LSE be liable for lost or anticipated profits or overhead on uncompleted portions of the FLEXmarket Services. RECURVE shall not enter into any agreement, commitments or subcontracts that would incur significant cancellation or termination costs without prior written approval of LSE, and such written approval shall be a condition precedent to the payment of any cancellation or termination charges by LSE under this Section 5. Also, as a condition precedent to the payment of any cancellation or termination charges by LSE under this Section 5, RECURVE shall have delivered to LSE any and all reports, drawings, documents and deliverables prepared for LSE before the effective date of such cancellation or termination.

5. This Amendment shall be subject to changes, modifications, or termination by order or directive of the CPUC. The CPUC may from time to time an order or directive relating to or affecting any aspect of this Amendment, in which case LSE shall have the right to change, modify or terminate this Amendment in any manner to be consistent with such CPUC order or directive. LSE may also terminate this Amendment if funding for this Amendment is reduced or eliminated by a third-party funding source.

6. Upon LSE's termination of this Amendment for any reason, RECURVE shall bring the FLEXmarket Services to an orderly conclusion as directed by LSE.

6. INVOICES: NOTICES:

All invoices and notices pursuant to of the FLEXmarket Services shall be submitted in accordance with Exhibit A below and the Agreement.

7. ACKNOWLEDGEMENT OF EXHIBITS:

In the event of a conflict between the terms of this Amendment and the terms in any of the following Exhibits, the terms in this Amendment will govern.

EXHIBIT A.

Check
Applicable
Exhibits I •~•~• of Wo,k Pricing

CALPINE

INITIALS LSE'S

INITIALS

8. BILLING. ENERGY USE. AND PROGRAM TRACKING DATA:

1. CALPINE ENERGY SOLUTIONS and RECURVE shall comply with and timely cooperate with all CPUC directives, activities, and requests regarding the Program and Project evaluation, measurement, and verification ("EM&V"). For the avoidance of doubt, it is the responsibility of CALPINE ENERGY SOLUTIONS and RECURVE to be aware of all CPUC requirements applicable to the FLEXmarket Services.

2. CALPINE ENERGY SOLUTIONS and RECURVE shall make available to LSE upon demand, detailed descriptions of the Program, data tracking systems, baseline conditions, and participant data, including financial assistance amounts.

3. CALPINE ENERGY SOLUTIONS and RECURVE shall make available to LSE any revisions to RECURVE's program theory and logic model ("PTLM") and results from its quality assurance procedures, and comply with all LSE EM&V requirements, including reporting of progress and evaluation metrics.

4. CALPINE ENERGY SOLUTIONS and RECURVE are required to attest that the information and data provided to LSE and aggregators is accurate. In the event of an error or errors in the data, CALPINE ENERGY SOLUTIONS and RECURVE understand and acknowledge a duty to correct upon discovery of that error, or in the time periods specified in Exhibit A, sections 2.b.iii, 3d, 4.a.i, and 4.b.i as attached hereto.

9. COORDINATION WITH OTHER PROGRAM PARTICIPANTS:

CALPINE ENERGY SOLUTIONS and RECURVE shall coordinate with other Program participants, including investor-owned utilities and local government agencies authorized by the CPUC to implement CPUC-directed energy efficient programs, administering energy efficiency and/or demand response programs in the same geographic area as LSE to avoid using CPUC Energy Efficiency funds more than once for a project. The CPUC may develop further rules related to coordination between Program participants in the same geographic area as other CPUC programs, and any participant is required to comply with such rules.

10. NO BREACH OF AGREEMENT:

This Amendment shall be governed by the terms and conditions of the Agreement. Capitalized terms that (a) are used but not defined in this Amendment and (b) are defined in the Agreement have the meanings ascribed to them in the Agreement. In the event of a conflict between the terms of the Agreement and the terms of this Amendment, the terms of the Agreement will govern, except that the Parties agree (y) that any breach of, or default under, this Amendment shall not necessarily be construed as a breach of the Agreement, and (z) that the Agreement shall not be terminated based purely on breach or default of this Amendment, unless breach is established separately pursuant to the terms of the Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as set forth below.

Pioneer Community Energy
By:---------
Name: Don Eckert
Title: Executive Director
Dated: ___ _
Calpine Energy Solutions, LLC
By:---------
Name: Drake Welch
Title: Senior Vice President. CCA Business Unit
Dated: ___ _
Exhibit A: Services related to the FLEXmarket Programs
Scope of Work

1. CALPINE ENERGY SOLUTIONS and RECURVE shall jointly manage the Demand FLEXmarket Energy Efficiency Program and Peak FLEXmarket Program, jointly referred to as the FLEXmarket Programs or "Programs" below.

2. CALPINE ENERGY SOLUTIONS and RECURVE shall provide third-party Program management by:
a. Contracting with Aggregators who will develop projects or portfolios of projects pursuant to the terms of the FPA and LSE-specific Terms and Conditions. b. Being responsible for managing operational Program functions, including but not limited to:
i. Recruiting and qualifying Aggregators, including by ensuring the requirements set forth in the FPA and Program Plans are met, and Aggregators (and any applicable subcontractors thereto) will deliver projects under the requirements of the Programs. LSE shall have the option to participate in early meetings with aggregator(s) who have indicated interest, are participating, or planning to participate in LSE's FLEXmarket program. ii. Provide input, as determined and directed by LSE, to the Program Implementation Plans for FLEXmarket Programs for the LSE to include in the appropriate LSE-authored Implementation Plan ("IP") to the CPUC as applicable.
iii. Collecting and storing all project and programmatic data, including but not limited to project costs, predicted Energy Savings ("Energy Savings") defined as the annual/first year reduction in kWh or therms (if applicable over the baseline year, or in the case of events as described in the Peak FLEXmarket Program plans day-ahead signaled demand reduction, credited to a specific intervention or set of interventions at a Participating Customer's facility), measure lists, and enrollment dates. Updates to this programmatic data are to be made and shared with LSE on a monthly basis. Contractor has a duty to inform LSE about any known instances of data being improperly collected or stored, and any data shared that is later known to be incorrect, within five (5) business days of confirmation. Contractor has a duty to correct and resubmit this information to LSE within ten (10) business days. LSE recognizes that the IOU regularly corrects usage data and such corrections from the IOU will not constitute prior data being deemed incorrect.

1. Aggregator-provided documentation for each project shall include the following:
a. List of measures installed;
b. Total Participating Customer cost of installing or implementing the measure(s);
c. Customer rebate or cost share, if any
d. Anticipated Energy Savings for the Project (J:IS they are defined and calculated in the Rulebook);
e. The Anchor Measure;
f. An EUL of the measure(s) installed
g. Documents establishing the Scope of Work and Final Invoice for each project
h. Data Authorization Documentation for each customer/project, as necessary
iv. Implementing the scope described herein for the Programs, including Aggregators and Participating Customer eligibility rules, access to incentive budgets, as defined by the Implementation Plan, Measurement & Verification ("M&V") plan, and Operation & Maintenance ("O&M") plan;
v. Developing program plans that include details on projects and measures to be collected from aggregators and provided to LSE in a form approved by the LSE vi. Recommending quality assurance ("QA") requirements for LSE to implement; vii. Accepting enrollment of eligible Participating Customers in the Programs, aggregating a portfolio of projects for each participating Aggregator and one portfolio (a combination of all Aggregator portfolios) for each Program, calculating Program energy savings for each Aggregator, and collecting all necessary data for FLEXmarket infrastructure as defined by the Implementation Plan;
viii. Implementing a process to approve predicted grid value of first year Normalized Meter Energy Consumption (NMEC) savings provided by projects, which approval process shall be described in the applicable section of LSE's IP;
ix. Implementing coordination protocols that are reviewed by LSE for Aggregators when multiple Aggregators are serving the same or simtlar Participating Customers groups or are otherwise in competition, if necessary;
x. Adhering to LSE branding and marketing requirements, as provided by LSE, when utilizing LSE's image and likeness for materials created for direct customer engagement , and consistently seeking and incorporating LSE feedback and guidance pertaining to customer relationship management in alignment with the program delivery. c. Managing the allocation of incentive budgets among the Aggregators in accordance with the IP by ensuring that Participating Customer impacts and delivered benefits are fully optimized within budget availability, and by ensuring that sufficient incentive funds are available for all Aggregators enrolled through FPAs. Contractor will create a FLEXmarket dashboard that tracks budget metrics such as budget reservations associated with projects, budget payable to Aggregators, budget paid to Aggregators to date, and remaining available budget, updated monthly, within two months of program launch.
d. Sharing the following programmatic data including but not limited to project costs, predicted Energy Savings ("Energy Savings" defined as the annual/first-year reduction in kWh or therms (if applicable) over the baseline year, credited to a specific intervention or set of interventions at a Participating Customer's facility), measure lists, and enrollment dates. e. Generate and validate Aggregator payment invoices and provide to LSEs on a quarterly basis. f. Providing LSE with standard Program savings reports (quarterly and annually) in a form acceptable to LSE and adhering to regulatory reporting requirements, to support LSE's preparation of Savings Claims to the CPUC.

3. When applicable and specific to ratepayer-funded Programs, CALPINE ENERGY SOLUTIONS and RECURVE shall report Normalized Metered Energy Consumption (NMEC) savings to LSE-by:
a. Adhering to the CPUC "Rulebook for Programs and Projects Based on Normalized Metered Energy Consumption, Version 2.0, Release Date: January 7, 2020" ("Rulebook") in the management of LSE'S population-level NMEC Program. RECURVE shall be responsible for tracking the publication of any updates or new versions of the Rulebook and shall utilize, and ensure that all Aggregators utilize, the updated or new versions once released.
i. As defined in the Rulebook, "Claimable Savings" (or "Claimed Savings", or "Savings Claims") means "the savings reported by Program Administrators to the Commission prior to formal evaluation, measurement, and verification (EM&V)." ii. "Payable savings" as defined in the Rulebook, are "the savings determined via the method and calculation software described in a program's M&V Plan which constitute the basis of payments between the Program Administrator and lmplementer(s). Payable savings determinations may differ from claimable savings in that payable savings may account differently for net-to-gross determinations, non-routine events and outliers, and/or other similar considerations."
b. With respect to "Claimable Savings," within one year plus 60 days after completion of each project, verified data shall be provided, completed NMEC savings assessments, and supporting materials, including auditable meter-level records of calculations, for the purposes of supporting Savings Claims filings with the CPUC and/or any other governing authorities as may be required. Savings Claim methodology will be specified in the IP filed by the LSE with the CPUC prior to program launch or in other official documentation.
c. With respect to payable energy savings CALPINE ENERGY SOLUTIONS and RECURVE shall:
i. Incorporate payable energy savings per the IP;
ii. Report verifiable payable energy savings for the purpose of invoicing and paying DFPs; iii. Create reproducible methodology for assigning payments to Aggregators where deviations from standard methodology may be allowed in a specific M&V plan attached to the FPA and produce such methodology to LSE.
d. Contractor shall inform LSE about any known instances of NMEC savings data being improperly collected or stored, and any data shared that is later known to be incorrect, within five (5) business days of confirmation. Contractor has a duty to correct this information and resubmit to LSE within ten (10) business days. LSE recognizes that the IOU regularly updates usage data and such updates to the data will not constitute the prior usage data being incorrect.

4. CALPINE ENERGY SOLUTIONS and RECURVE shall provide Program administrative support by:
a. Annually providing LSE with cost effectiveness forecasts and budget requests that rely on and incorporate the primary measure load shape from CPUC's Database of Energy Efficiency Resources or approved work papers for the forecasted potential to support LSE's annual Advice Letter after one year of program operation where applicable; b. Contractor shall inform LSE about any known instances of forecast data being improperly collected or stored, and any data shared that is later known to be incorrect, within five (5) business days of confirmation. Contractor has a duty to correct this information and resubmit to LSE within ten (10) business days. LSE recognizes that the IOU regularly updates usage data and such updates to the data will not constitute the prior data being incorrect. c. Providing LSE with standard Program M&V Reports, generated within one month of the close of each program year, which will demonstrate verifiable consistency with the Program's M&V Plan; d. Contractor shall inform LSE about any known instances of M&V data being improperly collected or stored, and any data shared that is later known to be incorrect, within five (5) business days of confirmation. Contractor has a duty to correct this information and resubmit to LSE within ten (10) business days. LSE recognizes that the IOU regularly updates usage data and such updates to the data will not constitute the prior usage data being incorrect e. Providing a Fleet Manager tool allowing the LSE to assess Demand Flexibility impacts associated with projects submitted to the Program. Contractor will create a FLEXmarket dashboard that tracks project enrollment, Participating Customers, and flexibility impacts within two months of program launch
f. Support LSE's communication of day-ahead signaled prices for Demand Flexibility on event days ("event days" to be defined in Program Plan) when applicable; g. Supporting LSE or CPUC-led EM&V studies or program evaluations by collecting and submitting project, Participating Customer, and program-level data; i. Specifically, by providing good faith support and coordination with other Program Administrators that offer or intend to offer population-level NMEC programs within LSE's service area or adjacent service areas;
h. Providing LSE and/or the CPUC with access to auditable records for regulatory Savings Claims or evaluations where applicable;
i. Providing Quality Assurance by providing the following documents and information to LSE:
i. Baseline annual consumption amounts for each project, if defined in IP; ii. Anticipated Energy Savings and/or Flexibility Impacts; iii. Technology measures or other energy efficiency improvements and/or flexibility strategies identified for installation, dependent on aggregator communication.

5. Program Scope Assumptions and Understandings:
a. CALPINE ENERGY SOLUTIONS is not a party to the FPAs with Aggregators. b. LSE is not a party to the FPAs with the Aggregators. c. RECURVE is authorized to modify the form of FPA used with specific Aggregators, including modification to any FPA exhibit, with approval from LSE. d. RECURVE is authorized to modify the form of LSE Program Terms and Conditions and LSE NOA only upon LSE's prior written consent to any such modification. e. LSE is authorized to review each Measurement and Verification Plan (M&V Plan), Quality Assurance Plan (QA Plan) and Operation and Maintenance Plan (O&M Plan). Modification of any M&V Plan that includes payment terms shall require LSE's prior written consent. f. Unless otherwise agreed to in writing by both Parties, LSE shall be responsible for issuing payments to Aggregators for undisputed invoiced amounts. g. All necessary Aggregator and Participating Customer data to be collected shall be outlined in the IP.
h. Parties acknowledge that CALPINE ENERGY SOLUTIONS and RECURVE are not responsible for submitting LSE's IP to the California Energy Data and Reporting System, however, are responsible for delivering the underlying data to the LSE, in accordance with all current and future CPUC reporting requirements.
i. Energy savings and population-level NMEC rules are defined by the Rulebook. j. Updated or new versions of the Rulebook shall apply to this Amendment and be used by LSE, CALPINE ENERGY SOLUTIONS, and RECURVE once released.

For FLEXmarket Services provided under this Amendment, LSE shall pay CALPINE ENERGY SOLUTIONS in accordance with the amount(s) and schedule as specified below:

FLEXmarket Program Administration
Peak FLEXmarket Program Administration

1. Invoices for the above Line Items:

Pricing Schedule
25% of Measured Program Value
25% of Measured Program Value +
Event Fee (detailed herein)
a. Invoices: CALPINE ENERGY SOLUTIONS shall bill LSE by written invoice ("Invoice") for 25% of the Measured Program Value of all load shifting projects and energy efficiency projects that were in the Active Measurement Period during the previous quarter. Active projects will be defined by project completion, further defined in the FLEXmarket IP, and evidenced by receipt of the final invoice, as provided by the Aggregator to the Customer.
b. Measured Program Value of each installed project ("Program Value") creating an "enrollment summary" that will be delivered to CALPINE ENERGY SOLUTIONS for communication to LSE on a quarterly basis. Program value mirrors the calculation of "net benefits" as defined by the CPUC. c. LSE shall pay undisputed quarterly Invoice amounts equaling 25% of the Measured Program Value for all energy efficiency projects in the Active Measurement Period in the previous quarter. d. LSE shall pay undisputed annual Invoice amounts equaling 25% of the Measured Program Value for all load shifting projects in the Active Measurement Period. e. Peak FLEXmarket Event Fee: If LSE chooses to implement Peak FLEXmarket, in addition to the payments outlined above, CALPINE ENERGY SOLUTIONS shall bill LSE to perform M&V services for demand response events based on the pricing structure below. CALPINE ENERGY SOLUTIONS will bill LSE to perform M&V services for each event (as defined in the M&V plan) called (as directed by LSE) per the following pricing structure:
i. Under 1 Peak MW - $2,000 per event
ii. 1-5 Peak MW- $5,000 per event
iii. Above 5 Peak MW - $10,000 per event
Peak MW is the peak demand reduction delivered during an event and is defined in the Peak FLEXmarket M& V plan which is part of the FLEXmarket Program Implementation Plan.

2. Fee Assumptions and Understandings:
a. The Anticipated Energy Savings for the Project, the Anchor Measure load shape, and EUL are the "Key Inputs" required to calculate the monetary benefits of an energy efficiency project using the CPUC's Avoided Cost Calculator.
b. These key inputs determine the monetary value of the energy efficiency project, which when divided by the Total Resource Costs, as defined by the CPUC, arc the main determinants of program Cost Effectiveness, as defined by the CPUC.
c. The values of the Avoided Cost Calculator are in the public domain and have been incorporated into a pricing tool developed by RECURVE that will be used to determine the value of the project and thus determine the payment due to CALPINE ENERGY SOLUTIONS. d. Additional details on required project documentation may be included in the IPs as confirmed in writing by LSE, RECURVE and CALPINE ENERGY SOLUTIONS.

APPENDIX C: MEMORANDUM OF UNDERSTANDING FOR CEC MIDAS PLATFORM

RATE UPLOAD
Memorandum of Understanding
This Memorandum of Understanding (otherwise referred to as 'MOU') is entered into effect on July 31, 2023 by Calpine Energy Solutions, LLC, ("Solutions") and between Pioneer Community Energy, each a "Party" and collectively, the "Parties", to represent a collective agreement and understanding of the Calpine MIDAS Rate Upload Platform (otherwise referred to as "Standard Upload Solution"), as presented on June 291\ 2023. It is subject to that certain Agreement (the "Agreement") by and between the parties titled AGREEMENT BETWEEN PIONEER COMMUNITY ENERGY AND CALPINE ENERGY SOLUTIONS, LLC" as amended January 1, 2024, and shall be governed by the terms of the Agreement, except where this MOU differs therefrom.

Purpose
This Agreement is entered into for the following reasons:

1. To acknowledge the understanding and collective agreement on the requirements of Load Management Standards (LMS) set by the California Energy Commission (CEC) to implement a Market Informed Demand Automation Server (MIDAS).

2. To acknowledge the understanding and collective agreement on the requirements of the compliance deadlines associated with MIDAS of August 1st, 2023, October .1st, 2023 and April 1st, 2024 (as detailed below under LMS Compliance Deadlines).

3. To acknowledge the understanding and collective agreement on the requirements of participation of a CCA to upload their time varying rates within the MIDAS platform.

4. To acknowledge the understanding and collective agreement on the Standard Upload Solution as presented by Calpine Energy Solutions.

5. To acknowledge the understanding and collective agreement on the Rate Identification Number (RIN) Solution as presented by Calpine Energy Solutions Standard Upload Solution
• Standard Upload Solution:
o Details & Cost
■ Leverages existing rate infrastructure to upload current active rates in the billing system
■ Meets current compliance standards
■ Is flexible enough to accommodate new CCA rates and rate structures for the future
■ Is included as part of our standard service platform for our CCA partners within the currently expected scope
o Rate Ingestion
■ CCAs provide rate updates as usual, using the established rate template
■ Rate sheets are initially validated
■ Rates are moved into the billing system test environment and validated again
■ Rates are moved into the billing system production environment and undergo post-production testing
o Data Transformation
■ Rates are converted into streaming format as required by MIDAS o Upload to MIDAS
■ Calpine has unique upload email addresses for each participating CCA that have been authorized by the CEC to upload rates on behalf of each CCA
■ Streaming rate data is reformatted in JSON and pushed to MIDAS using the published API. The fields are validated to ensure that they are consistent with MIDAS requirements.
o Rate Identification Number (RIN)
■ Rate - Incremental Numerical Digits only
• Allows for large number of rate variations (10,000)
• Flexibility to incorporate future rate modifiers/additions • Ability to be used across all CCAs
• Billing system can ingest/store for future invoice
requirement
• MIDAS Upload Timeframe
o The MIDAS upload process will take 3 Business Days to complete once rates are updated in our billing system.
• LMS Compliance Deadlines:
o 8/1/2023 - Upload all applicable time-dependent generation rates (aka "Base Rates")
o 10/1/2023 - Upload all rates including price modifiers o 4/1/2024 - Present CEC-defined Rate Identification Number on customer invoice
Assumptions and Terms:

It is assumed that the ongoing level of effort expended by Solutions will be in the ordinary course of business. Any special projects or pilots requiring additional time and labor are expressly excluded. Similarly, if there are any material changes to assumptions, those are expressly excluded. Solutions has allocated sixteen (16) hours per rate change and twenty (20) hours per month for maintenance. Any additional hours will be passed through to Pioneer Community Energy at a rate of $150/hour and shall be due and payable on thirty (30) days from the date of invoice.

This MOU and the services provided hereunder may be terminated by Solutions or Pioneer Community Energy at its own convenience, for any reason or no reason, by giving the other Party ninety (90) days prior written notice in a manner consistent with the notice provisions of the Agreement (if any).

TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL DAMAGES

ARISING FROM THIS MOU WILL BE, TO THE EXTENT PERMITTED BY LAW,

EXPRESSLY LIMITED TO DIRECT DAMAGES ONLY, WITH A LIMIT OF TEN THOUSAND UNTED STATES DOLLARS ($10,000.00) AND LIABILITY SHALL BE

LIMITED TO DIRECT, ACTUAL DAMAGES ONLY, SUCH DIRECT, ACTUAL

DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. NEITHER PARTY

SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL,

CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THiS AGREEMENT, iNCLUDiNG LOST PROFiTS OR BUSiNESS

INTERRUPTION DAMAGES, WHETHER BASED ON STATUTE, CONTRACT, TORT,

UNDER ANY INDEMNITY OR OTHERWISE, WITHOUT REGARD TO CAUSE OR

THE NEGLIGENCE OF ANY PARTY, WHETHER SOLE, JOINT, ACTIVE OR PASSIVE,

AND EACH PARTY HEREBY RELEASES THE OTHER PARTY FROM ANY SUCH

LIABILITY, EVEN IF DURING THE TERM HEREOF IT ADVISES THE OTHER OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT ANY DAMAGES

REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES

ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO

DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS

INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. THE PROVISIONS

OF THIS LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

Signature and Date
The Parties below acknowledge and collectively agree on the Standard Upload Solution, as presented by Calpine Energy Solutions.

Pioneer Community Energy Calpine Energy Solutions, LLC
By: ______ _ By: ______ _
Name: Don Eckert Name: Drake Welch
Title: Executive Director Title: Senior Vice President, CCA Business Unit Dated: __ _ Dated: __ _

CONFIDENTIAL
SECOND AMENDMENT to the

AGREEMENT BETWEEN PIONEER COMMUNITY ENERGY

AND CALPINE ENERGY SOLUTIONS, LLC
Amendment Effective Date: January 1, 2024
This Second Amendment is made and entered into by and between Calpine Energy Solutions, LLC (“Contractor”) and Pioneer Community Energy, a joint powers authority (“Pioneer”). Pioneer and Contractor hereby agree to amend that certain Agreement between Pioneer Community Energy and Calpine Energy Solutions, LLC, effective upon the Amendment Effective Date.

For good and sufficient consideration, including the mutual covenants set forth in this Amendment, all of the following terms, conditions, covenants, and representations set forth in this Amendment are hereby incorporated by reference as part of the Original Agreement, which together shall hereafter constitute the “Agreement.” I. The Original Agreement is hereby amended by deleting Item 4 in its entirety and replacing it with the following:
“4. Term
Subject to compliance with all terms and conditions of this Agreement, the term of this Agreement shall be from Effective Date through December 31, 2026. Thereafter, the term of this Agreement shall automatically renew for successive one (1) year terms unless one party provides written notice to the other party at least one hundred eighty (180) calendar days in advance of the end of the then existing term that it does not wish to renew the term of this Agreement.”
II. Item 3.b) of the Original Agreement is hereby amended as follows:
“Unless otherwise indicated in Exhibit B, Contractor shall invoice Pioneer monthly for all payments related to service performed during the previous month, or two months in the case of the first and second months' invoices.

Payments shall be due within thirty (30) calendar days after the date of invoice. All payments must be made in U.S.dollars.

For any month in which Contractor has failed to meet the performance standards specified in Exhibit A, Sections II.4(f), II.4(g), II.5(k), and II.7(a) 1, 7, 10, 15, 17 and 19 Pioneer shall have the right to reduce payment of any invoice by $5,000 as liquidated damages as provided in this section. Prior to exercising this right, Pioneer shall provide written notice to Contractor that identifies the performance standard(s) that Pioneer believes have not been met and states Pioneer’s intent to invoke this subsection if the failure to achieve such performance standard(s) are not remedied within thirty (30) calendar days. The Parties shall then confer to establish a plan to remedy such failure, which plan may provide a different deadline for remedying of the failure at the mutual agreement of the Parties. In the event that Contractor is unable to achieve such remedy by the deadline established by the Parties or in the absence of such mutually agreed to deadline, 30 calendar days after Pioneer’s notification, Pioneer may exercise its rights under this subsection to reduce payment of each subsequent invoice by $5,000 until the failure is remedied. The foregoing liquidated damages payment shall be limited to $5,000 per month, total, regardless of how many performance standards are not met. Pioneer and Contractor agree that Contractor's failure to comply with these standards may cause Pioneer to incur substantial economic damages and losses of types and in amounts which are impossible to compute and ascertain with certainty as a basis for recovery by Pioneer of actual damages, including increased opt-out rates, reputational harm and general customer dissatisfaction, and these liquidated damages represent a fair, reasonable and appropriate estimate thereof. Such liquidated damages are intended to represent estimated actual damages and are not intended as a penalty and Contractor agrees to pay such liquidated damages in the form of a reduction in invoice payment if it fails to meet the performance standards without limiting Pioneer's right to terminate this Agreement for default as provided by Section 5(b) of this Agreement. Excluded from the determination of any liquidated damages herein shall be any CAISO charges assessed and paid for by Pioneer due to late submission of actual SQMD resulting from Contractor's failure to submit such data to the CAISO in the amount of $1,000.00 per occurrence. This subsection does not limit the remedies otherwise available to the Parties under this Agreement, including but not limited to the right to terminate this Agreement as otherwise provided herein.” III. The Second Amendment is hereby amended by deleting Exhibit A and Exhibit B in their entirety and replacing them with the Exhibit A and Exhibit B attached hereto.

IN WITNESS WHEREOF, the authorized representatives of the Parties have executed this Second Amendment as of the Amendment Effective Date.

For CONTRACTOR: For PIONEER:

CALPINE ENERGY SOLUTIONS, LLC PIONEER COMMUNITY ENERGY, A JOINT

POWERS AUTHORITY
By: _____________________________________ By: ______________________________________ Title: _____________________________________ Title: _____________________________________ Exhibit A:

Scope of Services
I. Definitions.

1. “Ad Hoc Request” or “Ad Hoc” refers to services, including: new services, additional services or significant modifications to current services, requested by Pioneer that fall outside the scope of what Calpine is contractually obligated to provide under the terms of this Agreement. In the event of Pioneer requesting Ad Hoc services, Pioneer shall specify in reasonable detail the nature, business reason and scope of the request and Calpine will use commercially reasonable efforts to deliver Ad Hoc items to Pioneer in a timely manner. Any Ad Hoc Request may be subject to the fee schedule set forth in Exhibit B, Section 3.

2. “Agreement Holidays” refers to Pioneer Holidays, PG&E Holidays and Calpine Holidays.

3. “Billing Window” refers to the period starting on the meter read date and ending 10 calendar days later.

Submission of bill data must occur during this period for the CCA charges to appear on the consolidated PG&E bill.

4. “Billing Determinants” are used in the Rate Schedule to calculate the charge or credit due. Billing Determinants can define a time period, as in the case of Time-Of-Use rates that have various significance periods such as on-peak, off-peak, mid-peak, etc., or can be defined as factors that are to be considered when calculating the final customer charge such as discount services or additional charges that deviate from the Rate Schedule’s standard structure, among others.

5. “Billing Error” refers to the incorrect billing of an account due to an error by Calpine. This does not include errors caused by incorrect or incomplete data provided by PG&E.

6. “Budget Billing” refers to averaging annual energy costs over the previous 12 months to determine a monthly payment amount and is re-balanced every three months, adjusting the bill up or down based on the previous four months’ usage.

7. “Business Day” means all calendar days other than those days on which the Federal Reserve member banks in New York City are authorized or required by law to be closed, and shall be between the hours of 8:00 a.m. and 5:00 p.m. Pacific Prevailing Time for the relevant Party’s principal place of business where the relevant Party, in each instance unless otherwise specified, shall be the Party from whom the Notice, payment or delivery is being sent and by whom the Notice or payment or delivery is to be received.

8. “Calpine Holidays” refers to those days in a calendar year that Contractor observes as holidays, which includes the following twelve (12) days: New Year’s Day, Martin Luther King Jr. Day, President’s Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Day After Thanksgiving, Christmas Eve, Christmas Day, and New Year’s Eve. Any changes to this schedule must be approved in advance by Pioneer.

9. “Closed Account” refers to a particular Pioneer customer account that has been removed from Pioneer service, through voluntary opt-out, move-out action, or involuntary opt out such as Pioneer initiated push back accounts to PG&E verified by their absence on the PG&E provided customer list, or 4013.

10. “CARE” refers to the California Alternate Rates for Energy program administered by PG&E which provides discounts on energy bills for income qualified households designated by PG&E.

11. “Customer Data Acquisition” refers to acquisition of customer electricity usage data from PG&E.

12. “Community Choice Aggregation/Aggregator” or (“CCA”) refers to local government entities or joint powers agencies whose governing boards have elected to acquire and provide electric power and energy services to utility end-use customers located within their service area(s), as set forth in California Public Utilities Code Section 366.2 and other California Public Utilities Commission (CPUC) directives.

13. “CCA Service” means the sale of retail electric power by a Community Choice Aggregator, to utility end-use customers located within its service area(s), as set forth in California Public Utilities Code Section 366.2 and other California Public Utilities Commission (CPUC) directives.

14. “CCA Service Customer” means a PG&E customer taking CCA Service from Pioneer.

15. “CCA Service Request” or (“CCASR”) means a request in a form approved by PG&E to change a CCA customer’s or utility customer’s choice of services, which could include returning a CCA customer to bundled utility service or direct access service.

16. “Custom Rate Design” refers to a completely new rate or modification to an existing rate that alters one or more Billing Determinants within a Rate Schedule buildout by changing the definition of the Billing Determinant itself and/or adding and/or removing one or more Billing Determinants to an existing buildout not associated with a change initiated by the IOU.

17. “Customer Information System” or (“CIS”) refers to the systems used by Calpine to store Pioneer customer-specific information, including account enrollment status, rate tariff, payment history, collection status, correspondence and other information that is necessary for Calpine to effectively administer Data Manager Services.

18. “Customer Relationship Manager” or (“CRM”) refers to an online software platform populated by a database and designed to manage and analyze customer interactions and data through the customer lifecycle with the goal of improving business relationships with customers, assisting in customer retention and driving customer participation.

19. “Direct Access Customer” refers to a PG&E customer purchasing retail power from an Electric Service Provider.

20. “Electronic Data Interchange” or (“EDI”) refers to the transfer of data between PG&E and Calpine related to CCA Service Customers of. The EDI transaction sets used for Data Manager Services are as follows:
a) 248 – Daily Billing Files
b) 810 – CCA invoice information that appears on customer’s PG&E bill c) 814 – CCA enrollments, changes, opt outs and disconnects d) 820 – Remittance advice identifying the detail needed to perform cash application to accounts receivable by customer
e) 824 – Application Advice for Invoices, used to reject invoice transactions f) 867 – Electric meter usage data by customer account
g) 997 - Functional Acknowledgement

21. “FERA” refers to the Family Electric Rate Assistance Program which is a statewide program in which families whose household income slightly exceeds the CARE allowance can qualify to receive FERA discounts on their electricity bill.

22. “First-Contact or First Call Resolution” refers to addressing a customer’s need the first time they contact or call for assistance, thereby eliminating the need for the customer to follow up with a second call.

23. “Interactive Voice Response” or (“IVR”) refers to the call center voice-recorded system that enables customers, through keypad input, to select options related to their account or access a live call center agent.

24. “Local Distribution Company” or “Utility Distribution Company” (“LDC” or “UDC”) refers to the relevant electric utility (such as Pacific Gas and Electric Company).

25. “Mass Enrollment” refers to the phase-in of a group of new customers (who have not opted out prior to receiving CCASR) onto CCA Service over one billing cycle beginning with each customer’s regularly scheduled meter read date, as further defined in PG&E’s Electric Schedule E-CCA.

26. “Medical Baseline” refers to the Medical Baseline Allowance program administered by PG&E which provides a higher baseline quantity on energy bills for eligible customers designated by PG&E.

27. “Meter Data Management Agent” or (“MDMA”) Services include: reading customers’ meters, validating the meter reads, editing the meter reads if necessary and transferring the meter reading data to a server pursuant to Pioneer and PG&E standards.

28. “Net Energy Metering” refers to one of the various Net Energy Metering programs administered by PG&E as described in its Electric Schedules, for which Pioneer may provide bill credits for qualifying self-generation to participating CCA Service customers.

29. “North American Industry Classification System” or (“NAICS”) refers to the standard used by Federal statistical agencies in classifying business establishments for the purpose of collecting, analyzing, and publishing statistical data.

30. “Non-Enrollment Period” refers to any other period that is not a Statutory Enrollment Period.

31. “On Bill Repayment” refers to a financing option in which a utility or private lender supplies capital to a customer to fund energy efficiency, renewable energy, or other projects and is repaid through regular payments on an existing utility bill.

32. “PG&E Holidays” refers to those days in a calendar year that PG&E observes as holidays.

33. “Qualified Reporting Entity” or (“QRE”) refers to an entity authorized by WREGIS to submit meter data associated with renewable energy on behalf of the generator owner using the WREGIS application.

34. “Rate Schedule” refers to the rate buildout, or formula, that includes all the necessary Billing Determinants, and the values applied to each, used to calculate charges or credits per unit of electricity consumed (kWh) or per unit of demand (kW).

35. “Rate Template” refers to a predefined format used to communicate Rate Schedule(s) from Pioneer to Calpine. A Rate Template is considered valid once Calpine has reviewed the information it contains to ensure it meets the expected formatting requirements and the Rate Schedule(s) it contains align with published Pioneer tariffs.

36. “Self Service” refers to data that Pioneer can obtain and access through the Data Tools, upon its implementation, or to processes or actions which Pioneer can perform without the assistance of Calpine staff. Should Pioneer request data from Calpine that is available via Self Service or request Calpine perform a process or action that Pioneer can perform via Self Service, this shall be considered an Ad Hoc Request and is subject to the fees listed in Exhibit B, Section 4.

37. “Service Agreement” refers to the agreement between customers and PG&E documenting the customer’s billing arrangement, including rate plan, used to calculate PG&E charges.

38. “Settlement Quality Meter Data” or (“SQMD”) refers to meter data gathered, edited, validated, and stored in a settlement-ready format, for settlement and auditing purposes.

39. “Pioneer-Designated Third Party” refers to any third party that acts in the place or stead of Pioneer under the terms of the Agreement. For the avoidance of doubt, any such Pioneer-Designated Third Party shall abide by and be bound by the terms of the Agreement, in the same way as Pioneer.

40. “Pioneer Data” refers to all data and information provided, collected, or produced on Pioneer's behalf in connection with the services provided under this Agreement; including, but not limited to, confidential personally identifiable information or utility customer data protected under state privacy laws, billing data, usage data, Settlement Quality Meter Data, enrollment information, contact history, and any other confidential or proprietary information that relates to current, prospective, or former Pioneer customers.

41. “Pioneer Holidays” refers to those days in a calendar year that Pioneer observes as holidays.

42. “Pioneer Service Area” refers to all cities, towns, counties, and unincorporated areas that have selected electric generation service from Pioneer.

43. “Statutory Enrollment Period” refers to the three-month period prior to a Mass Enrollment, the month in which the Mass Enrollment occurs, and the two months following Mass Enrollment. The Statutory Enrollment Period takes place over a six-month period.

44. “Structural Rate Change” refers to a rate change that alters one or more Billing Determinants within a Rate Schedule buildout by changing the definition of the Billing Determinant itself and/or adding and/or removing one or more Billing Determinants to an existing buildout.

45. “Value Only Rate Change” refers to a rate change that alters only the values applied to each of the Billing Determinants in a given Rate Schedule buildout, keeping the existing buildout intact.

46. “Western Region Energy Generation Information System” or (“WREGIS”) refers to the independent, renewable energy tracking system for the region covered by the Western Electricity Coordinating Council (WECC).

II. Assumptions
Both parties acknowledge and agree that Contractor’s provision of Services to be provided below in Section III is expressly subject to the following assumptions; in the event that these assumptions are materially invalid then time of performance and/or compensation shall be equitably increased:

2. Contractor is limited in its ability to perform the services described below by the availability and timeliness of data from the IOU(s).

3. Pioneer customers are billed using a Utility-consolidated, Bill-ready method.

III. In consideration of the payments set forth in Exhibit B, Contractor shall provide the following services:

1. Electronic Data Exchange Services:
a) Process CCA Service Requests (CCASRs) from/to PG&E which specify the changes to a customer’s choice of services such as enrollment in CCA programs, customer initiated returns to bundled utility service or customer initiated returns to direct access service (814 Electronic Data Interchange Files).
b) Obtain all customer usage data from PG&E’s Metered Data Management Agent (MDMA) server to allow for timely billing (according to PG&E requirements) of each customer (867 Electronic Data Interchange Files).
c) Maintain and communicate the amount to be billed by PG&E for services provided by Pioneer (810 Electronic Data Interchange Files).
d) Receive and maintain all data related to payment transactions toward CCA charges from PG&E after payment is received by PG&E from customers (820 Electronic Data InterchangeFiles) and other non-EDI sources such as those provided for Arrearage Management Plan payments and PG&E Rule 17.1 compensation. e) Process CCASRs with PG&E when customer status changes.

2. Qualified Reporting Entity (QRE) Services:
a) Consistent with terms and conditions included in the QRE Services Agreement(s) between Pioneer and Contractor, serve as QRE for up to thirty (30) locally situated, small-scale renewable generators or other distributed energy resources supplying electric energy to Pioneer through a feed-in tariff (FIT) or other mechanism. In the event the number of such resources exceeds that allowed herein, both Parties agree to jointly discuss and determine a mutually agreeable solution to address the excess number of resources. b) Submit a monthly generation extract file to Western Renewable Energy Generation Information System (WREGIS) on Pioneer’s behalf, which will conform to the characteristics and data requirements set forth in the WREGIS Interface Control Document for Qualified Reporting Entities.
c) Contractor shall receive applicable electric meter data from PG&E for Pioneer distributed energy resource projects, consistent with PG&E’s applicable meter servicing agreement, and shall provide such data to Pioneer for purposes of performance tracking and invoice creation.

3. Customer Information System:
a) Maintain an accurate database of all eligible accounts who are located in the Pioneer service area and identify each account’s enrollment status (opt out, program enrollment), rate tariff election(s), payment history, collection status, on-site generating capacity, if applicable, and any correspondence with customeras well as other information that may become necessary to effectively administer Pioneer as mutually agreed to by parties from time to time.
b) Allow Pioneer to have functional access to the online database to add customer interactions and other account notes.
c) Allow Pioneer to view customer email or written letter correspondence within CRM this includes correspondence from and to the customer. Allow Pioneer to view customer email correspondence with customers within CRM for emails that are received and responded to within CRM. Additionally, allow Pioneer to view activity records in CRM indicating when various written correspondence or mailers have been sent to the customer. d) Maintain historical usage data on all customers for a time period equal to the lesser of either (a) the start of customer service to present or (b) five years. Maintain viewing access, available to appropriate Pioneer staff, to view PG&E bills for Pioneer customers, including supporting the intuitive parsing and labeling of PG&E provided files. Maintain accessible archive of billing records for all Pioneer customers from the start of Pioneer Service or a period of no less than five years.
e) Maintain and communicate as needed record of customers who have been offered service with Pioneer but have elected to opt out, either before or after starting service with Pioneer.
f) Maintain and communicate as needed records of Net Energy Metering credits and generation data for customers to be posted on bill and settled as per Pioneer’s Net Energy Metering policy.
g) When requested by Pioneer, place program charges on the relevant customer account, referenced by its unique identifier.
h) Identify customers participating in various Pioneer programs in the CRM database. i) Include various program payment information in all relevant reports. j) Perform quarterly Pioneer program reviews to assess appropriate customer charge level. k) Maintain all customer data according to Pioneer’s customer privacy policy and the requirements of relevant California Public Utilities Commission Decisions including D.12- 08-045, including a daily backup process.
l) Maintain a Data Management Provider Security Breach Policy. m) Develop and maintain an account-level report accessible through the customer information system (CRM) showing all credits and debits for an account. The report should include all charges, payments, and credits to an account, including credits from bill assistance programs that currently exist as well as programs that are created in the future. Both parties agree to meet to discuss and determine final requirements for this report and acknowledge that such a report could require new IT development and therefore is subject to a separate timeline schedule to be mutually agreed to.

4. Customer Call Center:
a) Provide professional Interactive Voice Response (IVR) recordings for CCA customer call center.
i. In the event third party services are required to translate prompts or scripts into languages specified by Pioneer, any charges incurred by Contractor as a result of these will be passed by Contractor onto Pioneer in accordance with Exhibit B, Section 3.
b) Provide option for IVR self-service and track how many customers start and complete self-service options without live-agent assistance. c) Staff a call center between the hours of 8 AM and 5 PM PPT Monday through Friday, excluding Agreement Holidays.
d) Provide 24 hours a day, 7 days a week, IVR opt-out availability, and also, at Pioneer’s discretion, allow the IVR to be turned off for opt-out requests during business hours provided Contractor is given at least a 40 Business Day advance notice to appropriately staff the Contact Center to support the redirection of those customers to a live person for a conversation about the customer benefits that Pioneer customers receive. Contractor performance requirements related to customer calls and listed in Sections f and g below shall be waived for the first 30 business days following such a change to IVR functionality. e) Provide sufficient number of Contractor staff available to manage escalated calls between the hours of 8 AM and 5 PM PPT Monday through Friday, excluding Agreement Holidays f) Contractor will adhere to the following performance standards during Non-Enrollment Periods:
i. Ensure that a minimum of 80% of all calls will be answered within 45 seconds and provide a monthly report to Pioneer that substantiates this requirement has been met.
ii. Provide a monthly report to Pioneer that details the call wait time for calls not answered within 45 seconds.
iii. Achieve a no greater than 5% abandon rate for all calls and provide a monthly report to Pioneer that substantiates this requirement has been met. iv. 100% of voicemail messages answered within one (1) Business Day and provide a monthly report to Pioneer that substantiates this requirement has been met. v. 100% of emails receive an immediate automated acknowledgement and provide a monthly report to Pioneer that substantiates this requirement has been met. vi. 95% of emails receive a customized response within one (1) Business Day and provide a monthly report to Pioneer that substantiates this requirement has been met.
vii. 100% of emails receive a customized response within three (3) Business Days and provide monthly report to Pioneer that substantiates this requirement has been met.
g) Contractor will adhere to the following performance standards during Statutory Enrollment Periods:
i. Ensure that a minimum of 75% of all calls will be answered within 60 seconds. ii. 100% of voicemail messages answered within one (1) Business Day and provide a monthly report to Pioneer that substantiates this requirement has been met. iii. 100% of emails receive an immediate automated acknowledgement and provide a monthly report to Pioneer that substantiates this requirement has been met. iv. 95% of emails receive a customized response within one (1) Business Day and provide a monthly report to Pioneer that substantiates this requirement has been met.
v. 100% of emails receive a customized response within three (3) Business Days and provide a monthly report to Pioneer that substantiates this requirement has been met.
vi. Achieve a no greater than 10% abandon rate for all calls. h) Provide sufficient call center staffing to meet the requirements set forth herein. i) Provide callers with the estimated hold time, if applicable. Provide an automated ‘call back’ option for callers who will be put on hold for an estimated five minutes or longer. j) Record all inbound calls and make recordings available to Pioneer staff upon request.

Maintain an archive of such recorded calls for a minimum period of 24 months. k) Track call center contact quality with criteria including:
i. Use of appropriate greetings and other call center scripts ii. Courtesy and professionalism
iii. Capturing key customer data
iv. Providing customers with correct and relevant information v. First-contact resolution
vi. Accuracy in data entry and call coding
vii. Grammar and spelling in written communications
l) Evaluate customer satisfaction through voluntary customersurveys that ask general questions about call quality, call resolution, and how satisfied the customer was with the service received.
m) Respond to customer emails.
n) Receive calls from Pioneer customers referred to Contractor by PG&E and receive calls from Pioneer customers choosing to contact Contractor directly without referral from PG&E.
o) Provide the call center number on PG&E invoice allowing Pioneer customers to contact the call center. Collect and/or confirm current email, mailing address and phone number of customers and add to or update database during inbound call. p) Collect permission (via voice recording, email request, or electronic form submittal) from customers to send electronic correspondence instead of printed mail. q) Respond to telephone inquiries from Pioneer customers using a script developed and updated quarterly by Pioneer. For questions not addressed within the script, refer inquiries either back to PG&E or to Pioneer.
r) Respond to customer inquiries received through telephone calls, email, fax and/or web-portal within the times and guidelines in Exhibit A, Section IV. s) Upon request, coordinate with PG&E and other PG&E territory CCAs to participate in call center reviews up to twice per calendar year.
t) Use commercially reasonable efforts to make Spanish speaking call center staff available to customers during Regular Business Hours.
u) Provide translation services for inbound calls for the following languages: Spanish, Russian, Cantonese, Mandarin, Tagalog, and Vietnamese.
v) Create and maintain online forms for the Pioneer website so that customers may perform program related tasks including, but not limited to, opt-up, opt-down, opt-in or opt-out from the Pioneer website. These program changes will be integrated into the Customer Relationship Management system on a daily or more frequent basis. w) Monthly Operational Call: Calpine will host a monthly call to discuss operational issues requested by Pioneer, including: contact center performance, opportunities to improve contact center service and progress on projects. Parties will communicate items at least one (1) Business Day in advance.
x) Periodically, and no less often than annually, allow Pioneer the ability to meet with Contractor call center staff, either in-person or virtually, to review and align on program benefits and messaging. Pioneer understands that such a meeting may not include all call center staff providing service to Pioneer customers and may be limited at the Contractor’s discretion.

5. Billing Administration:
a) Apply PG&E account usage for all Pioneer customers against applicable Rate Schedules to allow for customer billing.
b) Review application of Pioneer Rate Schedules to PG&E accounts to ensure that the proper rates are applied to the accounts.
c) Timely submit billing information for each customer to PG&E to meet PG&E’s billing window.
d) Use commercially reasonable efforts to remedy billing errors for any customer in a timely manner, no more than two billing cycles. Contractor is not liable for underbilled amounts tied to billing errors or billing errors that originate outside of Contractor systems or processes. Pioneer customer service will be notified via the Unbilled 810s report when a rebill or delayed bill processing is not remedied in two billing cycles. e) Monitor and Process Missing Usage (MU) from the Utility. Contractor will follow up with the Utility to determine the reason for the MU and will use commercially reasonable efforts to obtain the MU.
f) Assist with annual settlement process for Net Energy Metering (NEM) customers by identifying eligible customers, providing accrued charges and credits, and providing a report that includes the fields necessary for issuance of payments to customers. i. Ensure accuracy of the annual NEM cash out report by performing audits as necessary to identify billing issues that could delay payment to certain customers (i.e. delayed billing or delayed usage).
ii. For any delayed NEM cash out payment unable to be processed due to billing issues at the annual NEM cash out cycle, Contractor will make commercially reasonable efforts to reconcile and process payment at least twice annually for that NEM activity, provided Pioneer has given Contractor clear, timely guidance for all cash-out payment scenarios mutually identified. This process will go into effect on January 1, 2025 and shall continue thereafter Prior to this effective date, Contractor will use commercially reasonable efforts to do one additional NEM cash out in the 2024 calendar year.
g) Provide customer mailing list to Pioneer designated printer for new move-in customer notices and opt out confirmation letters routinely within 7 days of enrollment or opt out. h) Provide customer mailing list to Pioneer designated printer for customers with overdue payments and return customers to PG&E bundled service in accordance with Pioneer’s late payment and collections policies.
i) Pioneer will provide Contractor at least one week advance notice for any mass communication by Pioneer disseminated to more than 50% of Pioneer’s customers. If at least one week advance notice is given, the service level applicable to periods other than Statutory Enrollment Periods shall apply for one week from the date of such mass communication in support of Pioneer. If less than one week advance notice is given, the service level applicable to Statutory Enrollment Periods shall apply for one week from the date of such mass communication in support of Pioneer. Notwithstanding the forgoing, the service level applicable to Statutory Enrollment Periods shall apply for mass communications disseminated during Statutory Enrollment Periods regardless of notice. j) Send certain Pioneer program charges as a separate line item to PG&E for placement on monthly bill during term of repayment.
k) Contractor will adhere to the following performance standards for this service:

1. 99% of Pioneer charges sent to PG&E free of Contractor error and within PG&E Billing Window, on a rolling 12 month basis (current month and preceding 11 months).

6. Rate Schedule Maintenance
a) Maintain a table of Rate Schedules, offered by Pioneer to its customers, within Contractor’s billing system.
i. Complete Value Only Rate Changes within 10 Business Days once Contractor has confirmed it is in receipt of a valid Rate Template.
ii. Complete Structural Rate Changes within 40 Business Days once Contractor has confirmed it is in receipt of a valid Rate Template.
iii. A Rate Template will be considered valid if it meets the expected formatting requirements as set forth by Contractor and acknowledged by Pioneer, and the Rate Schedules it contains align with published Pioneer tariffs. Upon receipt of a Rate Template, Contractor will review it per these guidelines and after Pioneer has corrected any errors, if present, Contractor will communicate to Pioneer that a valid Rate Template has been received and work will commence as per the timelines indicated above.
iv. Should Pioneer submit updates after Contractor has begun work on a valid Rate Template, Pioneer understands this may be considered a new Rate Change. b) Calpine will support unlimited CCA and/or IOU initiated Value Only rate changes, and unlimited IOU initiated Structural Rate Changes per calendar year of this Exhibit A. c) Additional Custom Rate Designs and Implementation requested by Pioneer will be completed at a mutually agreed upon fixed fee per the Rate Change Pricing table included in Exhibit B, Section 1, or at the hourly rate listed in Exhibit B, Section 3, whichever is determined by the parties to be appropriate.

7. Reporting:
a) Standard Reporting. All reports listed in the below table will be delivered at the frequency and method described. Pioneer and Contractor will establish due dates for all reports based on delivery frequency and method. Reports are considered late if delivered more than 7 Business Days after the mutually agreed to date, except when data required to deliver the report, such as utility data, is delayed by circumstances beyond contractors’ commercially reasonable ability to control.
# Report Frequency Delivery Method Type

1. Aging Weekly, Monthly SFTP Automated

2. Cash Receipts Weekly, Monthly SFTP Automated

3. Call Center Stats Monthly Email Manual

4. Days To Invoice Weekly, Monthly SFTP Automated

5. Invoice Summary Reports Weekly, Monthly SFTP Automated

6. Monthly Transaction Summary Monthly SFTP Manual

7. Sent to Collections Monthly SFTP Automated

8. Snapshot Weekly, Monthly SFTP Automated

9. Snapshot with Addresses Weekly, Monthly SFTP Automated

10. Unbilled Usage Weekly, Monthly SFTP Automated

11. Unbilled 810s Weekly Email Manual

12. Sheltering Shift Daily SFTP Automated

13. Customer Opt Stats Monthly SFTP Manual

14. Overall Customer Participation Rate Monthly SFTP Manual

15. Overdue Usage Weekly SFTP Automated

16. NEM Term Cash-Out Monthly SFTP Manual

17. NEM Annual Cash-Out Annually SFTP Manual

18. Delayed NEM Cash-Out Quarterly SFTP Manual

19. Late Payment Notice (Overdue
Payments)
Monthly SFTP Manual

20. Non-Defaulted Accounts Monthly Email Manual

21. Disconnections Weekly SFTP Automated
b) In addition to the reports listed in Section 7.a., Pioneer may request additional Ad-Hoc reports beyond what is provided per standard reporting which are subject to Ad-Hoc fees.

8. Settlement Quality Meter Data:
a) Contractor shall provide Pioneer or Pioneer’s designated Scheduling Coordinator (SC) with Settlement Quality Meter Data (SQMD) as required from SC’s by the California Independent System Operator (CAISO).
b) Upon Pioneer’s request, Contractor shall submit the SQMD directly to the CAISO on behalf of Pioneer or Pioneer’s designated SC.
c) At Pioneer’s request, Contractor will use, when available, AMI usage data as provided by PG&E through its Share My Data platform in its SQMD aggregation methodology.

9. Data Tools
a) Establish a data warehouse environment comprised of data related to the services provided by Contractor under this Agreement.
b) Data made available in the data warehouse shall include:
i. AMI usage data provided by PG&E through their Share My Data (SMD) platform a. Prior to loading this data into the data warehouse, Contractor will make commercially reasonable efforts to process the raw SMD data and associate usage data with customer accounts in Contractor’s CIS
b. Contractor will query PG&E systems for updated usage data and make reasonable efforts to update the data warehouse on a daily basis. ii. Customer account information and characteristics from the customer list provided by PG&E and supplemented by the following data from CRM and CIS:
a. Pioneer customer participation history
b. Product elections
c. Opt-out activity
d. Pioneer rate schedule
e. NEM legacy indicator to identify customer’s NEM program end date and migration to NBT rate.
f. Pioneer program participation identifiers captured within Program Histories in CRM
g. Contractor will make commercially reasonable efforts to provide additional characteristics that PG&E may add to the 4013 report, or as requested by Pioneer. The timing of such additions is subject to Contractor’s broader timeline and schedule for development releases.
iii. Billing data from Contractor’s CIS
iv. SQMD submission data.
c) Provide access to data warehouse to Pioneer using:
i. SQL queries to pull specific data sets from Contractor data warehouse into Pioneer data environment on an ad-hoc basis.
ii. A web-based User Interface (UI) that allows Pioneer access to a pre-determined sub-set of available data from Section B above, and the ability for the user to filter and download such data. Contractor will make the UI available by the end of Q2 of 2024.
iii. An Application Programming Interface (API) that allows Pioneer to perform periodic and repeatable API calls to the data warehouse to import and ingest available data in Section B above into Pioneer’s own data environment. Both parties agree to meet and mutually determine a date by which Contractor will make API functionality available to Pioneer.
d) Contractor may, from time to time and at its sole discretion, update the functionality available in the data warehouse which may include, among others, adding or maintaining data visualizations, self-service reporting tools, self-service analytical tools, and Application Program Interface (API) points.
e) Contractor may, at its sole discretion, engage with Pioneer and other Contractor clients to elicit their input on required functionality, data elements, and system design as it pertains to the development, maintenance, and evolution of its data environment. f) In the absence of the data warehouse or adequate data within the data warehouse for Pioneer to Self Service, Contractor shall assist Pioneer in completing Ad-Hoc requests that Pioneer would otherwise Self-Service, including, but not limited to, compiling customer and usage reports. Each such request should be accompanied by mutually agreed upon requirements and proper notice.
g) Contractor will provide technical support to access the data warehouse and documentation describing the data. Pioneer will provide staff with technical database expertise to engage with Contractor in the implementation and use of the data warehouse.

10. Value-Added Services
a) Recurve Analytics Platform
i. Contractor has partnered with Recurve Analytics to offer Pioneer access to Resource Planning tool on the Recurve Platform (“Recurve Platform”), which Contractor shall customize based on available data from PG&E to enable Pioneer to perform targeting analyses provided at no cost to Pioneer.
ii. Additionally, Contractor offers Pioneer access to Recurve’s FLEXmarket, a marketplace that enables the procurement of demand flexibility services, by administrating third party implementers and aggregators of energy efficiency and demand flexibility projects.
iii. Access to the platform and those services shall be provided in a mutually agreed upon timeline and subject to the fees listed in Section 7 of the Exhibit B. Additional details on the Recurve Analytics services are included in Appendix A, which is a sample of the contract to be executed.
b) Support for California Energy Commission MIDAS Rate Uploads i. Subject to the mutual execution of the Memorandum of Understanding contained in Appendix C of this Agreement, Contractor will provide support for the uploading of rates to the CEC MIDAS platform on behalf of Pioneer. For the avoidance of doubt, Appendix C should be viewed as a separate and discrete work scope, and the terms of Appendix C shall govern and prevail with respect to that work scope.

Exhibit B:

Fees
In consideration of the services provided by Contractor described in Exhibit A and subject to the terms of the Agreement, Pioneer shall pay Contractor based on the following fee schedule and terms:

Contractor’s cost for the services listed in Exhibit A is the LESSER of $1.05 per active meter per active account per month (“Cost for the Services”), OR a fixed fee of $25,000 plus $0.90 per active meter per active account per month.

Accounts closed during a month are considered an active account only in the month closed and are removed in subsequent months calculations.

Contractor’s payment in effect for the services listed in Exhibit A shall escalate annually beginning on January 1, 2025 by the Consumer Price Index West Region using August 2023 data as the baseline.

1. Rate Change Pricing
Contractor will not charge Pioneer for any non-structural rate changes or for IOU initiated structural rate changes.

Should Pioneer wish to create a Custom Rate Design, Contractor will utilize the pricing and process described in Section 4 “Additional Deliverable Pricing” of this Exhibit B. For the avoidance of doubt, the bank of “ad-hoc hours” described in Section 4.b can be utilized for Custom Rate Design.

2. Call Center Service Options Pricing
a. Should Pioneer choose to in-source the call center, Contractor will reduce our per-meter/month fee as follows:

Full In-Sourcing: $0.15 Partial Transition/Hybrid: $0.015 per Agent Assumes all agents are Pioneer staff and quality
control, oversight, training, and IVR are managed
by Pioneer.

Should Pioneer hire its own call center agents,
there is a $0.015 per meter/month reduction per
agent Contractor is able to reduce to a maximum of
$0.10.
b. For the avoidance of doubt, the maximum possible fee reduction is $0.15 per meter per month, which includes Pioneer taking over full responsibility for all staffing, training, QA/QC, and supervision as well as all technology needed to operate the call center.

4. Additional Deliverable Pricing
a. The Fees defined in Exhibit B include only those service and items expressly set forth in Exhibit A of this Agreement. Unless otherwise agreed to by Pioneer and the Contractor, the cost of additional deliverables provided by Contractor to Pioneer, including Ad Hoc requests, shall be passed through directly to Pioneer without mark-up using a labor rate of $175.00 per hour, (“Labor Rate”). b. To support Pioneer in a dynamic market, Contractor will provide an annual 250-hour bank of ad-hoc hours to be used at Pioneer’s discretion. After the bank of hours are depleted, additional ad-hoc hours will be billed at the rate described in 4.a above.

5. Community Benefits Grant Program
Each year of the contract, Contractor shall rebate three percent (3%) of its annual service fees to 501(c)3 organizations serving the Pioneer service territory for the purpose of promoting economic development, workforce development, local project development, grid resiliency, residential tenant interests and other areas that support the mission of Pioneer and its communities.

6. Fees for Access to the Recurve Analytics Platform shall be as follows:

a. Access to Resource Planner is included in the monthly meter fee listed in this Exhibit B. b. Should Pioneer choose to utilize the Demand Flexibility Marketplace to procure demand flexibility (energy efficiency and/or demand response resources), Pioneer and Contractor will execute Appendix B and Contractor will bill Pioneer in accordance of the terms of Appendix B by written invoice below. Each invoice shall be included as part of the monthly Contractor invoice and paid to Contractor who will then disburse payment to Recurve. Parties will work together with Recurve to define details of use of the Platform, including data access and handling.

However, should Contractor update its active data retention policy to include 36 or more months of data, Pioneer will no longer be required to pay the Additional Data Storage Fee.

APPENDIX A: COMMUNITY BENEFITS
CCA Partner Community Benefits Program
Program Policies and Procedures

INTRODUCTION AND DESCRIPTION
Calpine Energy Solutions (Calpine) places a high value on providing a range of benefits to its CCA partners through its standard suite of services, and increasingly, through a Community Benefits Program (CBP) that is included in certain CCA contracts. The Community Benefits Program is funded through a percentage of annual client revenues based on actual billings for Calpine services and provides Calpine-funded support for disadvantaged communities, energy equity and diversity, community-based needs, energy and environmental education, and similar programs within a CCA client’s service territory. The following provides CBP policy and process guidelines which will be shared with our CCA partners at the outset of the Program. Although funding decisions will remain at the discretion of the Calpine team, we anticipate working in partnership with our CCA partners to help promote the program, identify and evaluate potential beneficiaries, and report on performance and impact.

CALPINE SOLUTIONS’ COMMUNITY BENEFIT PROGRAM GOALS
Calpine Solutions’ goals for the CBP range from qualitative to quantitative and include:

1. Demonstration of visible, value-added support for CCA partners beyond our standard services;

2. Support of well-respected community organizations that share mission alignment with Calpine Solutions and our CCA partner;

3. Increase Calpine’s positive brand awareness and visibility in our partner CCA communities;

4. If co-branding, support the CCA’s positive brand awareness in their service territory;

5. Maintain strong relationships and goodwill with our CCA clients; and,

6. Support client and customer retention; mitigate customer opt-outs

FUNDING FOR IMPACT
The annual value of a CCA’s CBP program is tied to the CCA’s annual billed revenue, up to 3% of total annual revenues, as specified in the CCA’s contract. The amount of money available to donate to the community will be based on actual, not estimated or expected, dollars paid to Calpine by the CCA for contracted services.

There is no floor or ceiling on the amount of each individual beneficiary’s donation within the annual totals discussed above but there will be a maximum of 10 organizations receiving funding for each contract year.

QUALIFYING COMMUNITY-BASED ORGANIZATIONS (CBOs)
Qualified organizations will be 501(c) 3 not-for-profit organizations working within a CCA client’s service territory that are local or regionally based and engaged in a variety of community-based endeavors. Examples include service to disadvantaged communities, energy equity and inclusion, local clean energy programs, energy education, environmental advocacy, and other program areas that are mission aligned with Calpine and our CCA partner.

Please note that donations to local governments, 501(c)4, 501 (c)6 trade organizations, or other entities such as Political Action Committees are not permitted under this program.

APPLICANT EVALUATION CRITERIA
• 501(c)3 non-profit
• Local, regional focus1
• Organizational and project alignment with Calpine and CCA’s goals and objectives • Organization’s reputation, reach and visibility in the CCA’s service territory • Ability to measure/quantify funding impact and benefits • Extent to which funding may benefit Calpine and CCA’s market visibility and/or future business development efforts
• Extent to which funding may help mitigate customer opt-outs and/or support other opt actions

CCA PARTNER ROLE
Although Calpine will retain sole discretion over funding decisions, Calpine anticipates that our CCA staff partners will play an active, advisory role in the CBP process. This will include activities such as: initial meetings to establish joint objectives, annual solicitation and funding timelines, identification of priority funding categories (e.g., energy justice/advocacy, energy education, etc.), assistance with local application posting/CBO applicant recruitment, application review, joint press releases, and annual reporting to the CCA Board and in annual reports, if applicable.

All communication regarding the CBP grants must regard the funds being awarded by and from Calpine.

Annual Timing and Key Activities
Discussion and Planning Period (Calpine & CCA): 3 months prior to application release • Initial program meeting with CCA staff
o Clarify guidelines, process, joint objectives and timeline Program Promotion Period (Calpine & CCA): 2 months prior to application release • Prepare for CBO outreach and application period.
• Develop co-branded forms and draft/approve website language and joint press release, if applicable; • Continue to track CBP revenue accrual to define likely funding level for the year Application Release (Calpine & CCA):
• CBP application opens – allowing for 45-day period to deadline • CBP applications will be submitted to Calpine Team ([email protected]) Application Collection:
• Calpine to update CCA partner weekly with updates to application count. • Webinar: If CCA partner wishes to have a webinar for all potential applicants, including a FAQ and overview of the program, Calpine will work with staff to coordinate the webinar hosted by the CCA and co-presented by Calpine and the CCA.

Application Evaluation (Calpine & CCA)
• The Community Benefits Confidentiality Agreement, included below, must be signed by each CCA staff member involved in the application evaluation process prior to seeing the applications. • The Evaluation Committee will consist of the following ratio o Two CCA staff members
o Three Calpine team members
• Unless otherwise agreed, funding decisions are made annually; an award in one year does not guarantee or imply funding in any subsequent year.

Final Selection, Fund Disbursement, and Applicant Communication (Calpine) • Upon completion of the Application Evaluation Committee meeting, Calpine will finalize the names of selected applicants as well as determine the amount to be awarded to each organization. o Determination of applicant qualification, suitability, whether an applicant’s application is complete, and the grant of donations, if any, and the amount thereof shall be made by Calpine in its sole and absolute discretion.
• Calpine will notify all applicants whether they have been selected to receive funding or not and solicit any necessary documentation to disperse funds.
• Calpine will share selected organizations logos for use in approved social media posts and press releases. • CCA Press Release surrounding selected organizations and brief summary of project/program/initiative funded.

CONFIDENTIALITY AND

NON-DISCLOSURE AGREEMENT
This Confidentiality and Non-Disclosure Agreement (“Agreement”) is entered into as of November 9, 2023, by and between (the “Receiving Party”) and Calpine Energy Solutions, LLC, a California limited liability company with its principal executive offices at 401 West A Street, Suite 500, San Diego, California 92101 (the “Disclosing Party"), referred to collectively as "Parties" and individually as "Party."

RECITALS
A. Whereas, Disclosing Party and Receiving Party entered into an agreement on , wherein Disclosing Party would furnish data management services to Receiving Party (“Original Agreement”)
B. Whereas, the Parties amended and restated the Agreement on (Month) (day), 2023 (“Amendment”). The Addendum added the requirement of the Disclosing Party to provide community reinvestment benefits by administering a Community Benefits Grant Program.

The Addendum is incorporated herein by reference.

C. Whereas, the Disclosing Party is administering a Community Benefits Grant Program pursuant to the Original Agreement (the “Grant Program”) and has requested that Receiving Party assist in evaluations to select a community-based, non-profit organization (each, a “CBO”) to receive Disclosing Party’s grant (“Grant”); D. Whereas, one or more of Receiving Party’s employees will participate in deliberations to select Candidates under the Grant Program;
E. Whereas, Disclosing Party wishes to disclose candidate applications to Receiving Party for the purpose of facilitating Receiving Party’s participation in the deliberations to evaluate and select Candidates while protecting the integrity of the selection process including the elimination of any conflict of interest (the “Purpose”); and F. Whereas, Disclosing Party is willing to provide such information for the Purpose in accordance with the terms hereof;
NOW, THEREFORE, the Parties do hereby mutually agree as follows:

Notwithstanding anything in the foregoing to the contrary, this provision is not intended to impair Receiving Party’s access to or use of reports prepared by Disclosing Party in the ordinary course of business under the Original Agreement. b. “Person” shall be broadly interpreted to include, without limitation, any corporation, company, partnership, other entity or individual.

2. Confidentiality and Non-Use. In consideration of the Disclosing Party providing Confidential Information, prior to the selection of the awardee(s) of the Grant, the Parties agree that the Receiving Party shall hold confidential and not disclose to any Person, without the prior written consent of the Disclosing Party, all Confidential Information and any information about the Grant Program, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the Receiving Party; provided, however, that the Receiving Party may discuss Confidential Information with employees of the Disclosing Party who are actively and directly participating in the evaluation of Candidates under the Grant Program or who otherwise need to know the Confidential Information for the Purpose and provided further that Receiving Party may otherwise disclose Confidential Information to its governing Board with information that Disclosing Party is required to provide to Receiving Party pursuant to Section 14 of the Agreement;
In addition to the foregoing, the Receiving Party shall use the Confidential Information only for the Purpose and will not use the Confidential Information for any purpose other than in connection with the Grant Program; provided that Receiving Party may use the Confidential Information to report to its Board the process used, the Candidates who applied, and the results of the Grant Program.

3. Exceptions to the Confidentiality and Non-Use Obligations. The obligations imposed by Section 2 hereof shall not apply, or shall cease to apply, to any Confidential Information if or when, but only to the extent that, such Confidential Information:
a. was known to the Receiving Party prior to the receipt of the Confidential Information as evidenced by the written records thereof; or b. was, or becomes through no breach of the Receiving Party's obligations hereunder, known to the public; or
c. becomes known to the Receiving Party from sources other than the Disclosing Party under circumstances not involving any breach of any confidentiality obligation; or
d. is independently developed by the Receiving Party, without the use of any Confidential Information of the Disclosing Party.

Notwithstanding the foregoing, if Receiving Party is requested or required to disclose any Confidential Information in connection with request made pursuant to the California Public Records Act (“CPRA”) where such request or requirement is not caused by any voluntary action or proposed action by Receiving Party. In this case, Receiving Party will, unless prohibited by law, notify Disclosing Party promptly in writing of the existence, terms and circumstances surrounding such a request or requirement so that Disclosing Party may, in its sole discretion, seek a protective order, injunction, restraining order, or other appropriate remedy and/or waive compliance with the terms of this Agreement. If in the absence of a protective order or other remedy or the receipt of a waiver from Disclosing Party, Receiving Party are, nonetheless legally required to disclose any Confidential Information, Receiving Party may make such disclosure without liability under this Agreement.

Receiving Party will give Disclosing Party notice of the information to be disclosed as far in advance of its disclosure as practicable and Receiving Party will use its commercially reasonable efforts to assist Disclosing Party, at Disclosing Party’s request and expense, in obtaining an appropriate protective order or other reliable assurance that confidential treatment will be accorded to all such disclosed Confidential Information. In the event that Disclosing Party seeks a protective order, injunction, restraining order, or any other remedy to protect its Confidential Information, Disclosing Party shall indemnify and defend Receiving Party, including attorneys’ fees.

4. Conflict of Interest. By signing this Agreement, Receiving Party agrees to have any participating employees sign an acknowledgment representing to Disclosing Party that the employee is not aware of any relationship, interest, or situation involving Receiving Party employee’s family, close personal acquaintances, or a family member’s employer that might financially benefit from a Candidate’s selection in the Grant Program. Receiving Party agrees (i) that a Receiving Party employee will promptly inform Disclosing Party in the event of any material change in the veracity of the foregoing statement and (ii) that, if the representation set forth in this Section 4 ceases to be accurate in any way and Receiving Party employee fails to inform Disclosing Party of any material change therein, the employee of the Receiving Party will be immediately dismissed from participation in the Grant Program and the applicable Candidate(s) will be disqualified from the Grant Program.

5. Termination; Duration of Obligations. Unless sooner terminated by the Disclosing Party, this Agreement and the obligations hereunder shall, with regard to any given annual cycle, terminate at the time that Grant Program awardees are named for that cycle.

6. Return or Destruction of Confidential Information. Upon receipt of a written notice from the Disclosing Party, the Receiving Party shall have thirty (30) days from receipt of such written notice to return to the Disclosing Party, delete, or destroy (at the Receiving Party’s discretion) all items containing or constituting Confidential Information, together with all copies, extracts, or summaries thereof, provided, however, that any Confidential Information need not be returned, deleted, or destroyed if:
a. found in electronic format as part of the Receiving Party’s off-site or on-site data storage/archival/retention process;
b. the Receiving Party is required to retain such information pursuant to a bona fide records retention policy or law or regulation, in which case Receiving Party may retain one (1) copy of such information; or
c. solely for the purpose of defending or prosecuting civil or criminal investigations or litigation arising from the Grant Program or this Agreement.

7. Cyber Security. Should Receiving Party become aware or reasonably believe a breach (including without limitation by any phishing or cybersecurity incident) has occurred, Receiving Party shall notify the Disclosing Party within 3 Business Days of discovery and reasonably cooperate with the Disclosing Party to regain possession of the Confidential Information and prevent further unauthorized use or disclosure.

8. Entire Agreement. This Agreement represents the entire understanding and agreement of the Parties and supersedes all prior communications, agreements and understandings between the Parties relating to the Grant Program only, as more fully described herein.

9. Waivers; Amendments; Assignment; Counterparts. This Agreement may not be modified, amended or waived except by a written instrument duly executed by both Parties. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

10. Governing Law; Disputes. This Agreement is made subject to and shall be construed under the laws of the State of California, without giving effect to its principles or rules regarding conflicts of laws, and that the state and federal courts situated in the State of California shall have exclusive jurisdiction to resolve any disputes with respect to this Agreement or the Confidential Information with each Party irrevocably consenting to the jurisdiction thereof for any actions, suits or proceedings arising out of or relating to this Agreement or the Confidential Information, and each Party, to the extent permitted by law, irrevocably waives its rights to jury trials with respect thereto. In the event of any litigation hereunder, the prevailing Party shall be entitled to costs and reasonable attorney’s fees.

11. Remedies. Without prejudice to the rights and remedies otherwise available to the Disclosing Party, the Disclosing Party shall be entitled to equitable relief by way of injunction or otherwise if the Receiving Party breaches or threatens to breach any of the provisions of this Agreement and the Receiving Party shall not plead in defense thereto that there would be an adequate remedy at law.

12. Non-Publicity. All media releases, public announcements and other disclosures by either Party relating to this Agreement or the subject matter hereof or to the Grant Program, including promotional or marketing material, but excluding announcements intended solely for internal distribution or to meet legal or regulatory requirements, shall be coordinated with and approved by the Disclosing Party. In addition, the Receiving Party shall refrain from removing, overprinting or defacing any notices of copyright, trademark, logo, or other proprietary identifications or notices of confidentiality, from any originals or copies of the Disclosing Party’s Confidential Information.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed by their respective, fully authorized representatives as of the date first written above.

Calpine Energy Solutions, LLC
By: By:

Name: Sean Fallmer
Title:

Authorized Signatory and
President
APPENDIX B: RECURVE FLEXMARKET
DEFINITIONS:
“Active Measurement Period” for load shifting projects shall be defined as the measurement period stated in the FLEXmarket Implementation Plans (IP). If a project is enrolled during the Active Measurement Period, that project’s Active Measurement Period starts on the enrollment date and ends on the corresponding end date of the given year. “Advice Letter” - A document submitted to the California Public Utilities Commission requesting a review of Load Serving Entity’s (“LSE”) request to propose a new program, product, or service. “Aggregator” - Participant in the FLEXmarket Program providing technology and services to end customers (taking service from the Load Serving Entity (“LSE”) with project submittals to the FLEXmarket Program for payment of incentives by LSEs under the Program.
“Agreement” – Master Services Agreement between LSE and Calpine Energy Solutions, LLC, executed on DATE inclusive of Amendment No. 1 to the Agreement thereto executed on EFFECTIVE CONTRACT DATE “Amendment” – This Amendment No. 2 to the Master Services Agreement Between LSE and Calpine Energy Solutions, LLC
“Anchor Measure” - Refers to the primary energy efficiency measure submitted in a Project. The Anchor Measure sets the EUL which will be the basis of the total grid value delivered by a Project. “California Public Utilities Commission” (CPUC) - Regulatory agency that regulates public and private utilities, Community Choice Aggregators, and Regional Energy Networks in the state of California. The CPUC sets the rules and regulations for energy efficiency programs and is the entity to whom the FLEXmarket Program will need to provide Claimed Savings.
“Effective Useful Life” (EUL) - Estimated lifespan of a demand flexibility measure used in the calculation of FLEXmarket incentives as defined by the LSE and RECURVE.
“Flexibility Purchase Agreement” (FPA) – Agreement between RECURVE and Aggregator that defines the methods and protocols that allow the Aggregator to get paid by LSEs for increasing demand flexibility (such as energy efficiency, demand response, and electrification) (“Demand Flexibility”) in existing buildings across a portfolio of customers submitted to the FLEXmarket Program.
“Implementation Plan” (IP) - Plan submitted to the CPUC outlining the steps required to successfully launch the LSE program described herein. The IP details the program design, processes, and workflows required to operate. “Load Serving Entity (LSE)” - Secures energy and transmission service (and related Interconnected Operations Services) to serve the electrical demand and energy requirements of its end-use customers. In this case, the specific Load Serving Entities (LSEs) referred to are Community Choice Aggregators (CCAs). “Measurement and Verification Plan” (M&V Plan) - Plan which outlines the rules and process in which energy savings will be calculated and claimed within this program. This plan is governed by the requirements of the CPUC population-level components of the NMEC Rulebook v.2. All NMEC approaches are based on pre- and post-intervention energy usage data observed at the meter for each project and each aggregator's portfolio. “Measured Program Value” for energy efficiency and load shifting projects shall be defined as the total system benefits as calculated by Recurve and verified by LSE in accordance with the FLEXmarket Implementation Plans (IP).
“Normalized Metered Energy Consumption” (NMEC) - Meter-based approach to quantifying energy savings. “Participating Customer” - LSE customer who is the recipient and end user of prescribed demand flexibility measure(s) delivered by a participating Aggregator.
“Parties” – LSE and Calpine Energy Solutions, LLC (“CALPINE ENERGY SOLUTIONS”), collectively; LSE and Calpine Energy Solutions, LLC may also be referred to individually as a “Party.” “Project(s)” - refers to a program submission containing a pre-set list of customer, cost, and measure information to be/that has been installed by an Aggregator to achieve energy savings for a single customer within the FLEXmarket Program. Projects shall follow the eligibility and enrollment process defined in the IP. “Total Incentive Payment” - Total payments made to all Aggregators from an LSE participating in the FLEXmarket Program.

RECITALS:

WHEREAS, the Parties entered into the Agreement for the purpose of CALPINE ENERGY SOLUTIONS’ provision of customer account support, billing operations, data management, and other services set forth therein to LSE ; WHEREAS, LSE, a Community Choice Aggregation Load Serving Entity (“LSE”), desires to work with CALPINE ENERGY SOLUTIONS and Recurve Analytics, a partner/subcontractor to CALPINE ENERGY SOLUTIONS (“RECURVE”), to administer its FLEXmarket Program (the “Program”) with third party project implementers (each, an “Aggregator” and collectively the “Aggregators”) who have developed portfolios of Projects, and specifically to provide the services described in Exhibit A hereto under the terms and conditions of the Agreement (except as provided in this Amendment); and
WHEREAS, RECURVE seeks to provide, and warrants that it is qualified and competent to render, the services described in Exhibit A below.

NOW, THEREFORE, for and in consideration of the agreements made herein, and the payments to be made by LSE hereunder, the Parties agree to the following:

1. SCOPE OF SERVICES:

CALPINE ENERGY SOLUTIONS and RECURVE agree to provide all of the services described in Exhibit A, which is attached hereto and by this reference made a part hereof. As used hereinafter, “FLEXmarket Services” shall mean all of the services described in Exhibit A and any other work performed by CALPINE ENERGY SOLUTIONS and RECURVE pursuant to this Amendment.

2. LSE OBLIGATIONS:

During the term of this Amendment, and in addition to LSE’s other obligations under this Amendment, LSE agrees to:

2.1 Promptly upon request from CALPINE ENERGY SOLUTIONS, provide CALPINE ENERGY SOLUTIONS and RECURVE all pertinent data and records necessary for CALPINE ENERGY SOLUTIONS and RECURVE’s delivery of the FLEXmarket Services within reasonable expectations.

2.2 Regularly and on a timely basis, provide data for CALPINE ENERGY SOLUTIONS’ and RECURVE’s use in calculating LSE’s payments to Aggregators under applicable Flexibility Purchase Agreements (FPAs) and LSE-specific terms and conditions, which will be furnished and/or developed as part of the Program Plans.

2.3 Pay undisputed and verified invoiced amounts to Aggregators within 30 days of receiving invoices and supporting documentation from CALPINE ENERGY SOLUTIONS and RECURVE.

3. FEES AND PAYMENT; INVOICING:

LSE shall compensate CALPINE ENERGY SOLUTIONS for the FLEXmarket Services in accordance with the Pricing Schedule set forth in Exhibit A and by this reference incorporated herein. CALPINE ENERGY SOLUTIONS is responsible for billing LSE in a timely and accurate manner. CALPINE ENERGY SOLUTIONS shall email all invoices to LSE on a monthly basis as specified in Exhibit A for any FLEXmarket Services rendered or expenses incurred hereunder. The final invoice must be submitted within 30 days of completion of the FLEXmarket Services or termination of this Amendment. LSE will process payment for undisputed invoiced amounts within 30 days of receipt of such invoice.

4. TERM:

5. TERMINATION:

1. If either Party (the “Defaulting Party”) fails to comply with the terms of this Amendment or violates any ordinance, regulation or other law which applies to its performance herein, and does not cure such failure or violation within ten (10) business days after receiving written notice thereof from the other Party, the other Party may terminate this Amendment by giving five (5) business days’ written notice to the Defaulting Party. For the avoidance of doubt, this paragraph 5.1 shall apply to any failure by LSE to pay an Aggregator in accordance with this Amendment or the FPA.

2. Either Party hereto may terminate this Amendment for any reason by giving sixty (60) calendar days’ written notice to the other Party. Notice of termination shall be by written notice to the other Party and shall be sent by email to the email address listed in Section 19 Invoices; Notices.

6. Upon LSE’s termination of this Amendment for any reason, RECURVE shall bring the FLEXmarket Services to an orderly conclusion as directed by LSE.

6. INVOICES; NOTICES:

All invoices and notices pursuant to of the FLEXmarket Services shall be submitted in accordance with Exhibit A below and the Agreement.

7. ACKNOWLEDGEMENT OF EXHIBITS:

In the event of a conflict between the terms of this Amendment and the terms in any of the following Exhibits, the terms in this Amendment will govern.
☒
Check
Applicable
Exhibits

CALPINE
INITIALS LSE’S

INITIALS
EXHIBIT A.
☒ Scope of Work
Pricing

8. BILLING, ENERGY USE, AND PROGRAM TRACKING DATA:

1. CALPINE ENERGY SOLUTIONS and RECURVE shall comply with and timely cooperate with all CPUC directives, activities, and requests regarding the Program and Project evaluation, measurement, and verification (“EM&V”). For the avoidance of doubt, it is the responsibility of CALPINE ENERGY SOLUTIONS and RECURVE to be aware of all CPUC requirements applicable to the FLEXmarket Services.

3. CALPINE ENERGY SOLUTIONS and RECURVE shall make available to LSE any revisions to RECURVE's program theory and logic model (“PTLM”) and results from its quality assurance procedures, and comply with all LSE EM&V requirements, including reporting of progress and evaluation metrics.

9. COORDINATION WITH OTHER PROGRAM PARTICIPANTS:

10. NO BREACH OF AGREEMENT:

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as set forth below.

Pioneer Calpine Energy Solutions, LLC
By: _______________________
Don Eckert
CEO, Pioneer Community Energy
Dated: __________
By: _______________________
Name: Sean Falmer
Title: President
Dated:

Exhibit A: Services related to the FLEXmarket Programs
Scope of Work

2. CALPINE ENERGY SOLUTIONS and RECURVE shall provide third-party Program management by:
a. Contracting with Aggregators who will develop projects or portfolios of projects pursuant to the terms of the FPA and LSE-specific Terms and Conditions. b. Being responsible for managing operational Program functions, including but not limited to:
i. Recruiting and qualifying Aggregators, including by ensuring the requirements set forth in the FPA and Program Plans are met, and Aggregators (and any applicable subcontractors thereto) will deliver projects under the requirements of the Programs. LSE shall have the option to participate in early meetings with aggregator(s) who have indicated interest, are participating, or planning to participate in LSE’s FLEXmarket program. ii. Provide input, as determined and directed by LSE, to the Program Implementation Plans for FLEXmarket Programs for the LSE to include in the appropriate LSE-authored Implementation Plan (“IP”) to the CPUC as applicable.
iii. Collecting and storing all project and programmatic data, including but not limited to project costs, predicted Energy Savings (“Energy Savings”) defined as the annual/first year reduction in kWh or therms (if applicable over the baseline year, or in the case of events as described in the Peak FLEXmarket Program plans day-ahead signaled demand reduction, credited to a specific intervention or set of interventions at a Participating Customer’s facility), measure lists, and enrollment dates. Updates to this programmatic data are to be made and shared with LSE on a monthly basis. Contractor has a duty to inform LSE about any known instances of data being improperly collected or stored, and any data shared that is later known to be incorrect, within five (5) business days of confirmation. Contractor has a duty to correct and resubmit this information to LSE within ten (10) business days. LSE recognizes that the IOU regularly corrects usage data and such corrections from the IOU will not constitute prior data being deemed incorrect.

1. Aggregator-provided documentation for each project shall include the following:
a. List of measures installed;
b. Total Participating Customer cost of installing or implementing the measure(s);
c. Customer rebate or cost share, if any
d. Anticipated Energy Savings for the Project (as they are defined and calculated in the Rulebook);
e. The Anchor Measure;
f. An EUL of the measure(s) installed
g. Documents establishing the Scope of Work and Final Invoice for each project
h. Data Authorization Documentation for each customer/project, as necessary
iv. Implementing the scope described herein for the Programs, including Aggregators and Participating Customer eligibility rules, access to incentive budgets, as defined by the Implementation Plan, Measurement & Verification (“M&V”) plan, and Operation & Maintenance (“O&M”) plan;
v. Developing program plans that include details on projects and measures to be collected from aggregators and provided to LSE in a form approved by the LSE vi. Recommending quality assurance (“QA”) requirements for LSE to implement; vii. Accepting enrollment of eligible Participating Customers in the Programs, aggregating a portfolio of projects for each participating Aggregator and one portfolio (a combination of ---
all Aggregator portfolios) for each Program, calculating Program energy savings for each Aggregator, and collecting all necessary data for FLEXmarket infrastructure as defined by the Implementation Plan;
viii. Implementing a process to approve predicted grid value of first year Normalized Meter Energy Consumption (NMEC) savings provided by projects, which approval process shall be described in the applicable section of LSE’s IP;
ix. Implementing coordination protocols that are reviewed by LSE for Aggregators when multiple Aggregators are serving the same or similar Participating Customers groups or are otherwise in competition, if necessary;
x. Adhering to LSE branding and marketing requirements, as provided by LSE, when utilizing LSE’s image and likeness for materials created for direct customer engagement , and consistently seeking and incorporating LSE feedback and guidance pertaining to customer relationship management in alignment with the program delivery. c. Managing the allocation of incentive budgets among the Aggregators in accordance with the IP by ensuring that Participating Customer impacts and delivered benefits are fully optimized within budget availability, and by ensuring that sufficient incentive funds are available for all Aggregators enrolled through FPAs. Contractor will create a FLEXmarket dashboard that tracks budget metrics such as budget reservations associated with projects, budget payable to Aggregators, budget paid to Aggregators to date, and remaining available budget, updated monthly, within two months of program launch.
d. Sharing the following programmatic data including but not limited to project costs, predicted Energy Savings (“Energy Savings” defined as the annual/first-year reduction in kWh or therms (if applicable) over the baseline year, credited to a specific intervention or set of interventions at a Participating Customer’s facility), measure lists, and enrollment dates. e. Generate and validate Aggregator payment invoices and provide to LSEs on a quarterly basis. f. Providing LSE with standard Program savings reports (quarterly and annually) in a form acceptable to LSE and adhering to regulatory reporting requirements, to support LSE’s preparation of Savings Claims to the CPUC.

3. When applicable and specific to ratepayer-funded Programs, CALPINE ENERGY SOLUTIONS and RECURVE shall report Normalized Metered Energy Consumption (NMEC) savings to LSE by:
a. Adhering to the CPUC “Rulebook for Programs and Projects Based on Normalized Metered Energy Consumption, Version 2.0, Release Date: January 7, 2020” (“Rulebook”) in the management of LSE’S population-level NMEC Program. RECURVE shall be responsible for tracking the publication of any updates or new versions of the Rulebook and shall utilize, and ensure that all Aggregators utilize, the updated or new versions once released.
i. As defined in the Rulebook, "Claimable Savings” (or “Claimed Savings”, or “Savings Claims”) means “the savings reported by Program Administrators to the Commission prior to formal evaluation, measurement, and verification (EM&V)." ii. “Payable savings” as defined in the Rulebook, are “the savings determined via the method and calculation software described in a program’s M&V Plan which constitute the basis of payments between the Program Administrator and Implementer(s). Payable savings determinations may differ from claimable savings in that payable savings may account differently for net-to-gross determinations, non-routine events and outliers, and/or other similar considerations."
b. With respect to “Claimable Savings,” within one year plus 60 days after completion of each project, verified data shall be provided, completed NMEC savings assessments, and supporting materials, including auditable meter-level records of calculations, for the purposes of supporting Savings Claims filings with the CPUC and/or any other governing authorities as may be required. Savings Claim methodology will be specified in the IP filed by the LSE with the CPUC prior to program launch or in other official documentation.
c. With respect to payable energy savings CALPINE ENERGY SOLUTIONS and RECURVE shall:
i. Incorporate payable energy savings per the IP;
ii. Report verifiable payable energy savings for the purpose of invoicing and paying DFPs; -
iii. Create reproducible methodology for assigning payments to Aggregators where deviations from standard methodology may be allowed in a specific M&V plan attached to the FPA and produce such methodology to LSE.
d. Contractor shall inform LSE about any known instances of NMEC savings data being improperly collected or stored, and any data shared that is later known to be incorrect, within five (5) business days of confirmation. Contractor has a duty to correct this information and resubmit to LSE within ten (10) business days. LSE recognizes that the IOU regularly updates usage data and such updates to the data will not constitute the prior usage data being incorrect.

4. CALPINE ENERGY SOLUTIONS and RECURVE shall provide Program administrative support by:
a. Annually providing LSE with cost effectiveness forecasts and budget requests that rely on and incorporate the primary measure load shape from CPUC’s Database of Energy Efficiency Resources or approved work papers for the forecasted potential to support LSE’s annual Advice Letter after one year of program operation where applicable; b. Contractor shall inform LSE about any known instances of forecast data being improperly collected or stored, and any data shared that is later known to be incorrect, within five (5) business days of confirmation. Contractor has a duty to correct this information and resubmit to LSE within ten (10) business days. LSE recognizes that the IOU regularly updates usage data and such updates to the data will not constitute the prior data being incorrect. c. Providing LSE with standard Program M&V Reports, generated within one month of the close of each program year, which will demonstrate verifiable consistency with the Program’s M&V Plan; d. Contractor shall inform LSE about any known instances of M&V data being improperly collected or stored, and any data shared that is later known to be incorrect, within five (5) business days of confirmation. Contractor has a duty to correct this information and resubmit to LSE within ten (10) business days. LSE recognizes that the IOU regularly updates usage data and such updates to the data will not constitute the prior usage data being incorrect e. Providing a Fleet Manager tool allowing the LSE to assess Demand Flexibility impacts associated with projects submitted to the Program. Contractor will create a FLEXmarket dashboard that tracks project enrollment, Participating Customers, and flexibility impacts within two months of program launch ;
f. Support LSE’s communication of day-ahead signaled prices for Demand Flexibility on event days (“event days” to be defined in Program Plan) when applicable; g. Supporting LSE or CPUC-led EM&V studies or program evaluations by collecting and submitting project, Participating Customer, and program-level data; i. Specifically, by providing good faith support and coordination with other Program Administrators that offer or intend to offer population-level NMEC programs within LSE’s service area or adjacent service areas;
h. Providing LSE and/or the CPUC with access to auditable records for regulatory Savings Claims or evaluations where applicable;
i. Providing Quality Assurance by providing the following documents and information to LSE:
i. Baseline annual consumption amounts for each project, if defined in IP; ii. Anticipated Energy Savings and/or Flexibility Impacts; iii. Technology measures or other energy efficiency improvements and/or flexibility strategies identified for installation, dependent on aggregator communication.

5. Program Scope Assumptions and Understandings:
a. CALPINE ENERGY SOLUTIONS is not a party to the FPAs with Aggregators. b. LSE is not a party to the FPAs with the Aggregators. c. RECURVE is authorized to modify the form of FPA used with specific Aggregators, including modification to any FPA exhibit, with approval from LSE. d. RECURVE is authorized to modify the form of LSE Program Terms and Conditions and LSE NDA only upon LSE’s prior written consent to any such modification. e. LSE is authorized to review each Measurement and Verification Plan (M&V Plan), Quality Assurance Plan (QA Plan) and Operation and Maintenance Plan (O&M Plan). Modification of any M&V Plan that includes payment terms shall require LSE’s prior written consent. f. Unless otherwise agreed to in writing by both Parties, LSE shall be responsible for issuing payments to Aggregators for undisputed invoiced amounts. g. All necessary Aggregator and Participating Customer data to be collected shall be outlined in the IP.
h. Parties acknowledge that CALPINE ENERGY SOLUTIONS and RECURVE are not responsible for submitting LSE’s IP to the California Energy Data and Reporting System, however are responsible for delivering the underlying data to the LSE, in accordance with all current and future CPUC reporting requirements.
i. Energy savings and population-level NMEC rules are defined by the Rulebook. j. Updated or new versions of the Rulebook shall apply to this Amendment and be used by LSE, CALPINE ENERGY SOLUTIONS, and RECURVE once released.

Pricing
For FLEXmarket Services provided under this Amendment, LSE shall pay CALPINE ENERGY SOLUTIONS in accordance with the amount(s) and schedule as specified below:

Pricing Schedule
Line Item Price
FLEXmarket Program Administration 25% of Measured Program Value

Peak FLEXmarket Program Administration 25% of Measured Program Value + Event Fee (detailed herein)

1. Invoices for the above Line Items:
a. Invoices: CALPINE ENERGY SOLUTIONS shall bill LSE by written invoice (“Invoice”) for 25% of the Measured Program Value of all load shifting projects and energy efficiency projects that were in the Active Measurement Period during the previous quarter. Active projects will be defined by project completion, further defined in the FLEXmarket IP, and evidenced by receipt of the final invoice, as provided by the Aggregator to the Customer.
b. Measured Program Value of each installed project (“Program Value”) creating an “enrollment summary” that will be delivered to CALPINE ENERGY SOLUTIONS for communication to LSE on a quarterly basis. Program value mirrors the calculation of “net benefits” as defined by the CPUC. c. LSE shall pay undisputed quarterly Invoice amounts equaling 25% of the Measured Program Value for all energy efficiency projects in the Active Measurement Period in the previous quarter. d. LSE shall pay undisputed annual Invoice amounts equaling 25% of the Measured Program Value for all load shifting projects in the Active Measurement Period. e. Peak FLEXmarket Event Fee: If LSE chooses to implement Peak FLEXmarket, in addition to the payments outlined above, CALPINE ENERGY SOLUTIONS shall bill LSE to perform M&V services for demand response events based on the pricing structure below. CALPINE ENERGY SOLUTIONS will bill LSE to perform M&V services for each event (as defined in the M&V plan) called (as directed by LSE) per the following pricing structure:
i. Under 1 Peak MW - $2,000 per event
ii. 1-5 Peak MW - $5,000 per event
iii. Above 5 Peak MW - $10,000 per event
Peak MW is the peak demand reduction delivered during an event, and is defined in the Peak FLEXmarket M&V plan which is part of the FLEXmarket Program Implementation Plan.

2. Fee Assumptions and Understandings:
a. The Anticipated Energy Savings for the Project, the Anchor Measure load shape, and EUL are the “Key Inputs” required to calculate the monetary benefits of an energy efficiency project using the CPUC’s Avoided Cost Calculator.
b. These key inputs determine the monetary value of the energy efficiency project, which when divided by the Total Resource Costs, as defined by the CPUC, are the main determinants of program Cost Effectiveness, as defined by the CPUC.
c. The values of the Avoided Cost Calculator are in the public domain and have been incorporated into a pricing tool developed by RECURVE that will be used to determine the value of the project and thus determine the payment due to CALPINE ENERGY SOLUTIONS. d. Additional details on required project documentation may be included in the IPs as confirmed in writing by LSE, RECURVE and CALPINE ENERGY SOLUTIONS.

Appendix C: Memorandum of Understanding for CEC MIDAS Platform Rate Upload Memorandum of Understanding
This Memorandum of Understanding (otherwise referred to as ‘MOU’) is entered into effect on July 31, 2023 by Calpine Energy Solutions, LLC, (“Solutions”) and between Pioneer Community Energy, each a “Party” and collectively, the “Parties”, to represent a collective agreement and understanding of the Calpine MIDAS Rate Upload Platform (otherwise referred to as “Standard Upload Solution”), as presented on June 29th, 2023. It is subject to that certain Agreement (the “Agreement”) by and between the parties titled AGREEMENT BETWEEN PIONEER COMMUNITY ENERGY AND CALPINE ENERGY SOLUTIONS, LLC” as amended January 1, 2024, and shall be governed by the terms of the Agreement, except where this MOU differs therefrom.

Purpose
This Agreement is entered into for the following reasons:

2. To acknowledge the understanding and collective agreement on the requirements of the compliance deadlines associated with MIDAS of August 1st, 2023, October 1st, 2023 and April 1st, 2024 (as detailed below under LMS Compliance Deadlines).

3. To acknowledge the understanding and collective agreement on the requirements of participation of a CCA to upload their time varying rates within the MIDAS platform.

4. To acknowledge the understanding and collective agreement on the Standard Upload Solution as presented by Calpine Energy Solutions.

5. To acknowledge the understanding and collective agreement on the Rate Identification Number (RIN) Solution as presented by Calpine Energy Solutions Standard Upload Solution
• Standard Upload Solution:
o Details & Cost
 Leverages existing rate infrastructure to upload current active rates in the billing system
 Meets current compliance standards
 Is flexible enough to accommodate new CCA rates and rate structures for the future
 Is included as part of our standard service platform for our CCA partners within the currently expected scope
o Rate Ingestion
 CCAs provide rate updates as usual, using the established rate template
 Rate sheets are initially validated
 Rates are moved into the billing system test environment and validated again
 Rates are moved into the billing system production environment and undergo post-production testing
o Data Transformation
 Rates are converted into streaming format as required by MIDAS o Upload to MIDAS
 Calpine has unique upload email addresses for each participating CCA that have been authorized by the CEC to upload rates on behalf of each CCA
 Streaming rate data is reformatted in JSON and pushed to MIDAS using the published API. The fields are validated to ensure that they are consistent with MIDAS requirements.
o Rate Identification Number (RIN)
 Rate – Incremental Numerical Digits only
• Allows for large number of rate variations (10,000)
• Flexibility to incorporate future rate modifiers/additions • Ability to be used across all CCAs
• Billing system can ingest/store for future invoice
requirement
• MIDAS Upload Timeframe
o The MIDAS upload process will take 3 Business Days to complete once rates are updated in our billing system.
• LMS Compliance Deadlines:
o 8/1/2023 – Upload all applicable time-dependent generation rates (aka “Base Rates”)
o 10/1/2023 – Upload all rates including price modifiers o 4/1/2024 – Present CEC-defined Rate Identification Number on customer invoice
Assumptions and Terms:

TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL DAMAGES

ARISING FROM THIS MOU WILL BE, TO THE EXTENT PERMITTED BY LAW,

EXPRESSLY LIMITED TO DIRECT DAMAGES ONLY, WITH A LIMIT OF TEN THOUSAND UNTED STATES DOLLARS ($10,000.00) AND LIABILITY SHALL BE

LIMITED TO DIRECT, ACTUAL DAMAGES ONLY, SUCH DIRECT, ACTUAL

DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. NEITHER PARTY

SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL,

CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR

RELATED TO THIS AGREEMENT, INCLUDING LOST PROFITS OR BUSINESS

INTERRUPTION DAMAGES, WHETHER BASED ON STATUTE, CONTRACT, TORT,

UNDER ANY INDEMNITY OR OTHERWISE, WITHOUT REGARD TO CAUSE OR

THE NEGLIGENCE OF ANY PARTY, WHETHER SOLE, JOINT, ACTIVE OR PASSIVE,

AND EACH PARTY HEREBY RELEASES THE OTHER PARTY FROM ANY SUCH

LIABILITY, EVEN IF DURING THE TERM HEREOF IT ADVISES THE OTHER OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT ANY DAMAGES

REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES

ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO

DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS

INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. THE PROVISIONS

OF THIS LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

Signature and Date
The Parties below acknowledge and collectively agree on the Standard Upload Solution, as presented by Calpine Energy Solutions.

Date:

Page 1 of 6 ends

Pioneer Community Energy Board of DirectorsNovember 16, 2023

Pioneer Community Energy Board of Directors
November 16, 2023