Agenda — Pioneer Community Energy Board of Directors, May 16, 2024 (part 1 of 2)

Board of Directors
Chair: Alice Dowdin Calvillo
Vice Chair: Tom Ivy
City of Auburn
Alice Dowdin Calvillo
Sandra Amara, 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
Dan Karleskint
Holly Andreatta, Alternate
Town of Loomis
David Ring
Danny Cartwright, Alternate
Nevada City
Gary Petersen
Lou Ceci, 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
May 16, 2024

SPECIAL MEETING
CLOSED SESSION – 2:45 PM
REGULAR SESSION – 3:00 PM
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/89020017279;
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/89020017279.

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 890 2001 7279#

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. CALL TO ORDER
A. ROLL CALL
B. ADJOURN TO CLOSED SESSION
II. CLOSED SESSION PURSUANT TO GOVERNMENT CODE SECTION 54957.6 Conference with Labor Negotiators
Agency Negotiator: Board Chair
Unrepresented: Chief Executive Officer
III. REGULAR SESSION
GENERAL ADMINISTRATIVE FUNCTION – PART 1
A. PUBLIC REPORT OF CLOSED SESSION
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.

IV. CONSENT AGENDA
1) APPROVAL OF THE CONSENT AGENDA
All items on the Consent Agenda have been recommended for approval by the Chief Executive Officer. 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 the minutes of the April 25, 2024, regular meeting. (ECKERT) b) FINANCE & ADMINISTRATION
Receive Fiscal Year 2023-24 Draft Financial Reports through March 2024. (KOEHN) c) PROCUREMENT
Adopt Resolution approving the First Amendment with ZGlobal Inc., increasing the contract by $520,000 to a Not-To-Exceed Dollar Amount of $855,000, extending the termination date to June 30, 2027, and adding Portfolio Assessment and Reporting and Resource Adequacy Import Management Services to the current Scheduling Coordinator Services. (KANG) d) PROGRAMS
Adopt Resolution approving the first amendment increasing the contract with Greenlite Lighting Corp USA, by $750,000 not-to-exceed dollar amount of $1,012,400.00 for LED Lighting Program Services.(STASSI-VANACORE)
e) LEGISLATIVE & REGULATORY
Adopt Resolution approving and authorizing the Chief Executive Officer to execute an agreement with Niemela Pappas and Associates for Lobbying Services for an amount not to exceed $120,000 annually. (KANG)
V. REGULAR AGENDA
2) PROGRAMS
Uplight Program (ACTION - STASSI-VANACORE)
Adopt Resolution approving and authorizing the Chief Executive Officer to enter into an agreement with Uplight to execute a residential demand response program for an amount not to exceed $836,118. 3) ADMINISTRATION
Goals and Metrics for the Fiscal Year 2024-2027 Strategic Plan (DISCUSSION- ECKERT) Provide direction on the Priorities for Pioneer as part of the development of Pioneer Community Energy’s Fiscal Year 2024-2027 Strategic Plan.
4) FINANCE & ADMINISTRATION
Proposed Fiscal Year 2024-25 Budget (DISCUSSION-KOEHN)
Receive a presentation on the Proposed Fiscal Year 2024-25 Budget and provide direction as appropriate.

The Recommended Budget will be brought to the Board for approval at the June 20, 2024 Board Meeting. 5) ADMINISTRATION
Second Amended and Restated JPA Update (DISCUSSION- ECKERT) Provide direction to staff with proposed changes to the Second Amended and Restated Joint Powers Agreement for Pioneer Community Energy with any changes requested by the Governing Board.

VI. GENERAL ADMINISTRATIVE FUNCTION – PART 2
A. BOARD MEMBER COMMUNICATIONS
B. CHIEF EXECUTIVE OFFICER COMMUNICATIONS
C. ITEMS FOR INFORMATION

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

June 20, 2024 at 2:45 PM
Accommodations
Pioneer Community Energy is committed to ensuring that persons with disabilities are provided with 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 for 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 May 16, 2024 regular meeting of the Pioneer Community Energy Governing Board was posted and available for public review on May 10, 2024 at the offices of Pioneer Community Energy, 2510 Warren Drive, Suite B, Rocklin, CA 95677; was accessible for viewer participation on the Zoom platform at the following link:
https://us06web.zoom.us/j/89020017279; and, was live streamed 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].

Entry No. 1
DRAFT

PIONEER COMMUNITY ENERGY

GOVERNING BOARD

SPECIAL MEETING MINUTES
April 25, 2024
Heard General Administration Functions, Part I.

Call to Order
Pioneer Community Energy Governing Board met in open session at 2:45 PM on April 25, 2024. 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; was accessible for viewer participation on the Zoom platform at the following link: https://us06web.zoom.us/j/89020017279; and, was live streamed for viewing on the Pioneer website at: https://pioneercommunityenergy.org/about-us/meetings-and-agendas/.

Roll Call

Present: City of Auburn (Dowdin Calvillo), City of Colfax (Lomen), County of El Dorado (Hidahl), City of Grass Valley (Ivy), City of Lincoln (Karleskint), Town of Loomis (Ring), Nevada City (Petersen), County of Placer (Holmes), County of Placer (Jones), City of Placerville (Yarbrough), and City of Rocklin (Janda).

Absent: None.

Presentation
Recognized and commended former Board Member Amanda Cortez (Town of Loomis) for her dedication and outstanding service in directing Pioneer Community Energy.

Closed Session
Adjourned to Closed Session at 2:50 PM with expected time of 3:00 PM to reconvene Regular Session.

CONFERENCE WITH LEGAL COUNSEL - Anticipated Litigation: Significant exposure to litigation pursuant to paragraph (2) of GC §54956.9 (1 case)
Reconvened in Regular Session at 3:00 PM.

Chair Dowdin Calvillo presided over the meeting.

Public Report of Closed Session
In the matter of CONFERENCE WITH LEGAL COUNSEL - Anticipated Litigation: Significant exposure to litigation pursuant to paragraph (2) of GC §54956.9 (1 case), no reportable action was taken.

Agenda Review
Reviewed and made no revision to the meeting agenda for April 25, 2024.

Public Comment
There were no comments from members of the public on items not listed on this agenda.

DRAFT - April 25, 2024 - page 2
Entry No. 2
Acted on the Consent Agenda as follows:
a) Approved the minutes of the March 21, 2024, regular meeting. b) Received Fiscal Yar 2023-24 Draft Financial Reports through February 2024. c) Adopted Resolution 2024-10 establishing an ad hoc committee for Employee Health and Welfare considerations.
d) Adopted Resolution 2024-11 authorizing the Chief Executive Officer to execute an agreement with Colantuono Highsmith Whatley, PC for an amount not to exceed $150,000.

Approved the Consent Agenda as presented.

MOTION: Holmes/Jones. Vote: 11 :0:0.

ROLL CALL: Dowdin Calvillo, Hidahl, Holmes, Ivy, Janda, Jones, Karleskint, Lomen, Petersen, Ring, Yarbrough.

No/Abstain: None.

Absent: None.

Entry No. 3
2024 Pioneer Legislative Policy and Platform
Received and approved the 2024 Pioneer Legislative Policy and Platform that includes the following recommendations: Adopt an oppose unless amended position on AB 1533 (Utilities and Energy Committee), and support positions on AB 2787 (Joe Patterson), AB 2902 (Wood), and SB 537 (Becker).

The Board approved the 2024 Pioneer Legislative Policy and Platform with the following updates:
1) Changed the priority of SB 1062 from "medium" to "high". 2) Removed the phrase "puts undue economic burden on them" from the last sentence of AB 2787 support justification (page 18 of the document).

MOTION: Holmes/Karleskint. Vote: 11: 0: 0.

ROLL CALL: Dowdin Calvillo, Hidahl, Holmes, Ivy, Janda, Jones, Karleskint, Lomen, Petersen, Ring, Yarbrough.

No/Abstain: None.

Absent: None.

Entry No. 4
Update of Solar Billing Plan
Received an update on Solar Billing Plan and related activity to inform customers of final policy implementation.

The Board suggested staff continue to inform customers that Pioneer pays $.005 (1/2 cent) per kWh more than PG&E for any over-production sold back to the grid as the Net Surplus Compensation Rate (NSC); and to provide a link from the Pioneer website to the PG&E website page which shows their current NSC rate.

DRAFT - April 25, 2024 - page 3
Entry No. 5
Board Member Recognition
Adopted Resolution 2024-12 commending Director Cortez and Resolution 2024-13 commending Director Andreatta for their dedication and outstanding service in directing Pioneer Community Energy.

MOTION: Janda/Petersen. Vote: 11:0:0.

ROLL CALL: Dowdin Calvillo, Hidahl, Holmes, Ivy, Janda, Jones, Karleskint, Lomen, Petersen, Ring, Yarbrough.

No/ Abstain: None.

Absent: None.

Entry No. 6
Priorities for the Fiscal Year 2024-2027 Strategic Plan Provided direction on the priorities for Pioneer as part of the development of Pioneer Community Energy's Fiscal Year 2024-2027 Strategic Plan.

Entry No. 7
Heard General Administration Functions, Part II.

Board Member Communications
Chair Dowd in Calvillo provided a summary of Cap-to-Cap activities serving on the Wildfire and Forest Health team in relation to Biomass and forest health resiliency; reported having conversations with other jurisdictions, not yet members of Pioneer, and the importance of Pioneer having a seat at the table for opportunity and discussion.

Director Petersen commented that Tulare had reached out to him and asked if any other Board Members had heard from them as well. It was determined for Chair Dowdin Calvillo would first respond, then Chief Executive Officer Eckert to make further contact with them.

Director Ivy informed the Board of City of Grass Valley has been working with Pioneer on the City's Request for Proposals (RFP) for a Biomass Facility and encouraged the other Member Agencies to consider Pioneer as a resource in navigating through similar processes. Chief Operating Officer Kang confirmed that the RFP should be ready to release next week; that they are developing a good roster of potential responders; and are looking for successful AB 1383 facilities if the Biomass facility doesn't work out.

Chief Executive Officer Communications
Chief Executive Officer Eckert expressed congratulations to Director Petersen for Nevada City being the third Member Agency moving to Greenl00; and expressed appreciation for Board Chair Dowdin Calvillo for her participation in meeting with Sutter County for discussion regarding expanding Pioneer and the value of doing that, and her communications with Plumas, Tulare, Tuolumne, Sutter, and Nevada counties.

Informational Items
Received the Glossary of Terms.

Adjournment
The meeting adjourned at 4: 35 PM.

Plf)NEER

COMMUNITY ENERGY
Staff Report - Item lb
To: The Governing Board
From: Eric Acedo, Sr. Financial Analyst
Item lb: Receive Fiscal Year 2023-24 Draft Financial Reports Through March 2024 Date: 5/16/2024

RECOMMENDATION
Receive Fiscal Year 2023-24 Draft Financial Reports through March 2024.

BACKGROUND
The Year-To-Date (YTD) financial reports are produced by Maher Accountancy for Board member and management review. Although these reports are unaudited, they provide the most up-to-date financial data for Pioneer Community Energy. The mPOWER program accepted its last application August 2021 and mPOWER activity is now limited to the administering the outstanding mPOWER Bonds. Financials for the mPOWER program will be included in the audited year end reports. For March 2024, the financial reporting package includes the following reports for the CCA Fund only:
• Statement of Net Position (Balance Sheet) - Accounting of Assets, Liabilities and Net Position as of the reporting period end date for the CCA program. • Statement of Revenues, Expenses, and Changes in Net Position (P&L) - Accounting of all revenues, expenses, and changes in net position on a YTD basis through the reporting period end date for the CCA program.
• Budgetary Comparison Schedule (Budget to Actuals) - Comparison of budget to actuals on a YTD basis through the reporting period end date for the CCA program.

STRATEGIC PLAN
Strategic Priority 5: Financial Stability & Strategic Growth

FISCAL IMPACT
The YTD change in net position through eight months of the fiscal year is $43.1 million.

ATTACHMENTS

1. Financial Reports through March 31, 2024

Page 1 of 1 ends

MAHER

ACCOUNTANTS' COMPILATION REPORT
Management
Pioneer Community Energy
Management is responsible for the accompanying financial statements of the CCA Program of Pioneer Community Energy (a California Joint Powers Authority) which comprise the statement of net position as of March 31, 2024, and the related statement of revenues, expenses, and changes in net position for the period then ended in accordance with accounting principles generally accepted in the United States of America. We have performed a compilation engagement in accordance with Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. We did not audit or review the accompanying statements nor were we required to perform any procedures to verify the accuracy or completeness of the information provided by management. Accordingly, we do not express an opinion, conclusion, nor provide any assurance on these financial statements.

Management has elected to omit substantially all of the disclosures and the statement of cash flows required by accounting principles generally accepted in the United States of America in these interim financial statements. Pioneer Community Energy's annual audited financial statements include the note disclosures and statement of cash flows omitted from these interim statements. If the omitted disclosures and the statement of cash flows were included in these financial statements, they might influence the user's conclusions about Pioneer Community Energy's financial position, results of operations, and cash flows. Accordingly, these financial statements are not designed for those who are not informed about such matters.

We are not independent with respect to the Pioneer Community Energy because we performed certain accounting services that impaired our independence.

H~A~
San Rafael, CA
May 1, 2024
1101 Fifth Avenue , Suite 200 San Rafael, CA 94901 415 459 1249 mahercpa.com 1 PIONEER COMMUNITY ENERGY

CCAFUND

STATEMENT OF NET POSITION
As of March 31, 2024 •
ASSETS
Current assets
Cash and cash equivalents
Investments
Accounts receivable, net of allowance
Accrued revenue
Other receivables
Interest receivable
Prepaid expenses
Deposits
Total current assets
Noncurrent assets
Capital assets, net of depreciation
Lease asset, net of amortization
Total noncurrent assets
Total assets

LIABILITIES
Current liabilities
Accrued cost of electricity
Accounts payable
Other accrued liabilities
Interest payable
Deposits
Note payable
Lease liability
Total current liabilities
Noncurrent liabilities
. Note payable
Lease liability
Total noncurrent liabilities
Total liabilities

NET POSITION
Net investment ( deficit) in capital assets
Unrestricted net position
Total net position
See accountants' compilation report.

CCAFund
$ 26,322,087
76,386,790
19,437,954
10,983,217
179,218
525,000
41,982
2,290,391
136,166,639
187,928
1,363,230
1,551,158
137,717,797
14,419,222
529,710
752,203
15,450
693,756
757,147
80,961
17,248,449
3,903,125
1,504,419
5,407,544
22,655,993
(34,222)
115,096,026
$ 115,061,804
2 PIONEER COMMUNITY ENERGY

CCAFUND

STATEMENT OF REVENUES, EXPENSES

AND CHANGES IN NET POSITION
Nine Months Ended March 31, 2024

OPERA TING REVENUES
Electricity sales, net
Other income
Total operating revenues

OPERA TING EXPENSES
Cost of electricity
Contract services
Staff compensation
Other operating expenses
Total operating expenses
Operating income (loss)

NONOPERATING REVENUES (EXPENSES)
Interest and investment returns
Interest and financing expense
N onoperating revenues (expenses), net

CHANGE IN NET POSITION
Net position at beginning of period
Net position at end of period
See accountants' compilation report.

CCAFund
$ 164,094,043
15,000
164,109,043
114,177,751
5,182,928
2,613,479
809,898
122,784,056
41,324,987
2,486,866
(735,456)
1,751,410
43,076,397
71,985,407
$ 115,061,804
3 Plf)NEER

COMMUNITY ENERGY
Participation Rates - March 2024
COLFAX INC 88.32% I 88.70% 88.36%

GRASS VALLEY INC
- 96.90%
LINCOLN INC 82.89% 82.88% 82.82%
LOOMIS INC 88.00% 87.82% 87.65%
NEVADA CITY INC ~ 96.26%
PLACERVILLE INC 86.41% 86.19% 85.98%
ROCKLIN INC 90.81% 90.69% 90.61%
UNINC EL DORADO CO 80.62% 80.46% 80.44%
UNINC PLACER CO 85.06% 84.92% 84.89%
Grand Total 84.16% 84.04% 84.67%
4 MAHER

ACCOUNTANTS' COMPILATION REPORT
Board of Directors
Pioneer Community Energy
Management is responsible for the accompanying special purpose budgetary comparison schedule for the CCA Program of Pioneer Community Energy, a California Joint Powers Authority, for the period ended March 31 , 2024, and for determining that the budgetary basis of accounting is an acceptable financial reporting framework. We have performed a compilation engagement in accordance with Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. We did not audit or review the accompanying statement nor were we required to perform any procedures to verify the accuracy or completeness of the information provided by management. Accordingly, we do not express an opinion, a conclusion, nor provide any assurance on this special purpose budgetary comparison statement.

The special purpose statement is prepared in accordance with the budgetary basis of accounting, which is a basis of accounting other than accounting principles generally accepted in the United States of America. This repmi is intended for the information of the Board of Directors of Pioneer Community Energy.

Management has elected to omit substantially all of the note disclosures required by accounting principles generally accepted in the United States of America in these interim financial statements.

Pioneer Community Energy's annual audited financial statements include the note disclosures omitted from these interim statements. If the omitted disclosures were included in these financial statements, they might influence the user's conclusions about Pioneer Community Energy's financial position, results of operations, and cash flows. Accordingly, these financial statements are not designed for those who are not informed about such matters.

We are not independent with respect to Pioneer Community Energy because we performed certain accounting services that impaired our independence.

H~A~
San Rafael, CA
May 1, 2024
1101 Fifth Avenue , Suite 200 San Rafael , CA 94901 415 459 1249 mahercpa.com 5 PIONEER COMMUNITY ENERGY

CCAFUND

BUDGETARY COMPARISON SCHEDULE
Nine Months Ended March 31, 2024
2023/24 2023/24
2023/24 YTD 2023/24 YTD YTD 2023/24 Amended
Amended 2023/24 YTD Variance Actual/ Amended Budget
Budget Actual (Under) Over Budget% Budget Remaining

ENERGY REVENUES
Energy Sales $ 174,344,157 $ 166,315,071 $ (8,029,086) 95% $ 225,938,000 $ 59,622,929 Green I 00 Sales 23,350 24,556 1,206 105% 30,000 5,444
Congestion Revenue Rights 3,891,648 7,522,784 3,631,137 193% 5,000,000 (2,522,784) Less Uncollectible Accounts (2,353,961) (2,245,585) 108,376 95% (3,050,568) (804,983) Total Operating Revenues 175,905,193 171,616,826 (4,288,367) 227,917,432 56,300,606

ENERGY EXPENSES
Power Supply 137,564,000 121,700,536 (15,863,464) 88% 183,919,000 62,218,464 OPERATING MARGIN 38,341,193 49,916,291 11,575,098 43,998;432 (5,917,859)

OPERA TING EXPENSES
Administration
Compensation 601,451 464,643 (136,808) 77% 780,507 315,864 Contract services 282,244 76,562 (205,682) 27% 341,325 264,763 Operating expenses 601,564 487,540 (114,024) 81% 781,126 293,586 Total Administration expenses 1,485,259 1,028,745 (456,514) 69% 1,902,958 874,213 Finance
Compensation 622,400 610,816 (11,583) 98% 829,866 219,050 Contract services 464,714 268,050 (196,663) 58% 571,618 303,568 Operating expenses 211,827 156,739 (55,088) 74% 256,103 99,364 Total Finance expenses 1,298,940 1,035,605 (263,335) 80% 1,657,587 621,982 Power Procurement
Compensation 639,428 441,046 (198,382) 69% 829,237 388,191 Contract services 1,582,936 1,553,936 (29,00 I) 98% 2,120,341 566,405 Operating expenses 32,250 14,316 (17,934) 44% 43,000 28,684 Total Power Procurement expenses 2,254,614 2,009,298 (245,316) 89% 2,992,578 983,280 Customer Care
Compensation 544,182 416,042 (128,140) 76% 725,576 309,534 Contract services 2,191,028 1,994,950 (196,078) 91% 2,921,370 926,420 Operating expenses 13,688 10,472 (3,216) 77% 18,250 7,778 Total Customer Care expenses 2,748,897 2,421,464 (327,433) 88% 3,665,196 1,243,732 Marketing & Communications
Compensation 196,871 176,587 (20,283) 90% 283,922 107,335 Contract services 829,770 898,497 68,727 108% 1,106,360 207,863 Operating expenses 323,493 281,181 ( 42,312) 87% 361,600 80,419 Total Marketing expenses 1,350,134 1,356,265 6,131 100% 1,751,882 395,617 Legislative & Regulatory
Compensation 433,299 365,33& (67,961) 84% 577,732 212,394 Contract services 187,956 90,112 (97,844) 48% 217,275 127,163 Operating expenses 4,725 6,253 1,528 132% 6,300 47
Total Legislative expenses 625,980 461,703 (164,277) 74% 801,307 339,604 Programs
Compensation 157,712 128,965 (28,747) 82% 210,283 81,318 Contract services 199,718 179,920 (19,798) 90% 324,400 144,480 Operating expenses 1,142,570 293 (1,142,276) 0% 1,465,317 1,465,024 Total Programs expenses 1,500,000 309,179 (I, 190,821) 21% 2,000,000 1,690,821 Total Operating Expenses 11,263,824 8,622,258 (2,641,565) 77% 14,771,508 6,149,250

NON-OPERATING REVENUES (EXPENSES)
Investment gains (losses) 1,437,500 2,486,867 1,049,367 2,500,000 13,133 Term Loan Debt Service (712,500) (684,091) 28,410 96% (950,000) (265,909) Additional Term Loan Principal (2,100,000) (2,100,000) (2,100,000) Line/Letter of Credit Fees (412,500) (501,422) (88,922) 122% (650,000) (148,578) Financial Security Requirement (360,000) 360,000 0% (360,000) (360,000) Nonoperating revenues (expenses), net (2,147,500) (783,646) 1,363,854 (1,560,000) (776,354) Total Expenses (Energy, Operating, Non-Operating) 150,975,324 131,106,440 (19,868,884) 200,250,508 69,144,068 Contribution to/(from) Reserves $ 24,929,870 $ 40,510,386 $ 15,580,517 $ 27,666,924 $ (12,843,462) Plf)NEER

COMMUNITY ENERGY
Staff Report - Item le
To: The Governing Board
From : Sam Kang, Chief Operating Officer
Item le:

Date:

Approve and Aut horize the Chief Executive Officer to sign a First Amendment to a Contract for Scheduling Coordinator Support with ZGlobal Inc. in an Amount Not to Exceed $8 55,000
5/16/2024

RECOMMENDATION
Adopt Resolution approving the First Amendment with ZGlobal Inc., increasing the contract by $520,000 to a Not-To-Exceed Dollar Amount of $855,000, extending the termination date to June 30, 2027, and adding Portfolio Assessment and Reporting and Resource Adequacy Import Management Services to the current Scheduling Coordinator Services.

BACKGROUND
Pioneer Community Energy (Pioneer) performs ongoing day-ahead and real-time scheduling in the California Independent System Operator (CAISO) market through its agent, ZGlobal. On behalf of Pioneer, ZGlobal schedules the anticipated energy usage of Pioneer's customers as well as energy supply purchases that are settled in the CAISO market. A scheduling agent must be registered as a schedu ling coordinator (SC) to serve as a scheduling agent. SCs are required to have certain financial and technical qualifications (including a 24- hour trading desk), and must have suitable systems, experience and general familiarity with the CAISO processes and protocols to effectively carry out their assigned responsibilities.

In addition to existing SC services, the first amendment would expand ZGlobal's scope of services to include po rtfolio assessment and reporting, and resource adequacy (RA) import management. As the Yellow Pine II solar plus battery storage project comes online at the end of this month, Pioneer needs a means to track and validate the optimization efforts of NextEra Analytics. Regarding the RA import management services, Pioneer has found that importing RA from out of state is a cost-effective solution to the persistent shortage and extreme prices for RA within California.

ANALYSIS & DISCUSSION
SC Services: ZGlobal currently performs this service for Pioneer and would continue to do so. The SC's primary day-to-day responsibilities include load forecasting, electric power scheduling, outage coordination, facilitation of certain regulato ry compliance obligations and assistance with financial settlement activities in the CAISO market. Here are some further details:
• Fo recasting: entails the determination of expected energy usage based on historical data, weather, cust ome r participat ion trends and other considerations. Accurate forecasting serves to minimi ze market price risks, particularly in the CAISO's rea l-time market. • Scheduling involves daily notification and communication with the CAISO regarding the expected energy usage associated with Pioneer's customer base.
• Settlements - involves shadowing (or recreating) the CAISO market charges to substantiate the accuracy of periodic invoices received from the CAISO. Pioneer provides the CAISO with the m eter data for its customers, which the CAISO then uses to reconcile the amount of electricity

Page 1 of 3 ends

Agenda Item: 1c Agenda Date: 5/16/2024
consumed relative to the amount of electricity scheduled in periodic intervals as well as the application of other market-related charges.

The first amendment would add the following value-added services to help Pioneer optimize its portfolio and reduce RA procurement costs.

Portfolio Assessment and Reporting: ZGlobal shall perform the following tasks on behalf of Pioneer:
• Collate historical and forecast energy production and storage data associated with Pioneer's resource portfolio.
• Based on input from Pioneer, perform analysis designed to determine portfolio and individual resources' performance and effectiveness. Examples include:
• Historical vs. expected energy production,
o Revenue received vs. expected,
o Hedge effectiveness compared to Pioneer's load,
o Resource Adequacy operational performance, and
o Energy storage performance
• Operational minimum and maximum storage tank capacity (MWh) • Charge and discharge (MW)
• Based on input from Pioneer, provide reports reflecting results from portfolio assessment. • Provide access to data and reports to Pioneer.
• ZGlobal and Pioneer shall meet regularly to discuss strategy and results. • (Optional Service) - User logins and data storage on ZGlobal's Oracle Analytics Server (OAS) and hosted Oracle database including:
o Online access to all client dashboards, visualizations and reports provided with Portfolio Assessment services. User will be able to select data for any time-period stored on the hosted database. User will have the ability to export data from the client reports/dashboards in multiple formats including .csv, PowerPoint (.ppt), .pdf and .png. o ZGlobal staff will build and maintain all Pioneer's desired portfolio and asset dashboards.

Pioneer's users will also have the ability to create custom visualizations and reports using all features of OAS.
o Data storage hosted on Oracle's cloud server.

Resource Adequacy Import Management and Compliance: ZGlobal shall perform the following tasks on behalf of Pioneer:
• Act as Pioneer's agent to manage and schedule imports of Resource Adequacy transactions aligned with Resource Adequacy Import Allocations, Carbon-Free Energy and Asset Controlling Supplier (ACS) Energy (Products) up to the lesser of 5 e-tags or 1,200,000 MWh for any calendar year for the Term and perform or provide all requisite information for compliance reporting to the California Air Resources Board ("CARB") associated with Products. This includes:
o Scheduling Coordinator Services for the purpose of importing Products into the California Independent System Operator ("CAISO") balancing area at mutually agreed upon Scheduling Points,
o Providing Settlement Services (CAISO and third party as necessary) related to Products, o E-tagging Products from source to sink whereby Client is the Purchasing Selling Entity (PSE) sink and first deliverer of Product into California,
o Assisting Client with establishing itself as a PSE sink for purposes of tagging Product, o Obtaining data such as energy volumes generated and scheduled, "CARB identifiers, emission factors, allocated generation, specific resources, power purchase agreement/confirm for Products and other information necessary to complete CARB compliance reporting for Products, and
o If necessary, acquiring California Carbon Allowances on behalf of Client to account for any cap-and-trade compliance obligation for Products by means of the CARB auction or other secondary or bilateral markets approved by Client.

Page 2 of 3 ends

Agenda Item: le Agenda Date: 5/16/2024
An experienced SC in these areas is instrumental for Pioneer to successfully continue its operational excellence in scheduling. The further services in portfolio analytics will enhance optimization of Pioneer's portfolio (e.g., solar plus storage and load forecasting), and RA import compliance more than pays for itself based on the expected cost savings of $1.5 million (recently executed Q3 2025 import RA transaction) compared to today's instate RA pricing. Pioneer has been using ZGlobal as its SC agent since 2020.

FISCAL IMPACT
This First Amendment would extend the original contract end date by 2.5 years from December 31, 2024, and add an incremental fiscal impact of up to $520,000 from June 1, 2024, to June 30, 2027 (averages approximately $14,000/month).

ATTACHMENTS

1. Resolution approving the First Amendment with ZGlobal Inc., increasing the contract by $520,000 to a Not-To-Exceed Dollar Amount of $855,000, extending the termination date to June 30, 2027, and adding Portfolio Assessment and Reporting and Resource Adequacy Import Management Services to the current Scheduling Coordinator Services.

Page 3 of 3 ends

Before the Governing Board of
Pioneer Community Energy
In the matter of: Resolution Approving the First
Amendment with ZGlobal Inc., Increasing the Contract
by $520,000 to a Not-To-Exceed Dollar Amount of
$855,000, Extending the termination date to June 30,
2027, and Adding Portfolio Assessment and Reporting
and Resource Adequacy Import Management Services
to the Current Scheduling Coordinator Services.

Resolution No.: -----
The following Resolution was duly passed by the Governing Board of Pioneer Community Energy at a regular meeting held May 16, 2024, by the following vote on roll call:

Ayes:

Noes:

Absent:

Signed and approved by me after its passage.

Chair of the Governing Board
Attest:

Secretary
WHEREAS, Pioneer Community Energy and ZGlobal Inc. (ZGlobal) entered a Consultant Services Agreement for scheduling coordinator (SC) services on December 17, 2019 (Original Agreement), wherein ZGlobal agreed to provide SC services to Pioneer, with compensation not to exceed $335,000.

WHEREAS, Pioneer and ZGlobal desire to amend the Agreement to update the scope of work, amend the compensation by increasing the contract by $520,000 to a total not-to-exceed amount to $855,000, and extend the termination date to June 30, 2027, as shown in Exhibit "A." WHEREAS, The Yellow Pine II solar plus battery storage project comes online at the end of this month, and Pioneer needs a means to track and validate the optimization efforts of NextEra Analytics through portfolio assessment and reporting;
WHEREAS, Pioneer has found that importing resource adequacy (RA) from out of state is a cost-effective solution to the persistent shortage and extreme prices for RA within California and using imported RA will help save Pioneer over $1.5 million.

Resolution 2024-xx
May 16, 2024
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 First Amendment to the Consultant Services Agreement with ZGlobal, as attached hereto as Exhibit "A," and authorizes the Chief Executive Officer to execute the First Amendment on behalf of Pioneer Community Energy.

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

Exhibit A: First Amendment to Consultant Services Agreement with ZGlobal Inc. 2 Draft For Pioneer Community Energy Review

FIRST AMENDMENT TO

THE ENERGY SERVICES AGREEMENT
Pioneer Community Energy
This FIRST AMENDMENT TO THE ENERGY SERVICES AGREEMENT (this "Amendment"), dated as of ___________ (the "Amendment Effective Date"), is entered into by and between Pioneer Community Energy, a California joint powers authority ("Client"), and ZGlobal, Inc., a California S corporation ("ZGlobal").

RECITALS
WHEREAS, Client and ZGlobal entered into that Energy Services Agreement, dated as of December 17, 2019 (the "Agreement");
WHEREAS, the Parties desire to amend the Agreement as set out herein.

AGREEMENT
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE 1

AMENDMENTS

1.1 Definitions. Capitalized tenns used herein and not defined shall have the meanings ascribed thereto in the Agreement, and the rules of interpretation set forth in the Agreement shall apply equally to this Amendment.

1.2 Amendments.
(a) The following sections of Article 1 of the Agreement are hereby deleted in their entirety and replaced as follows:

1.1 Term. The "Primary Term" of this Agreement shall be January 1, 2020 through June 30, 2027 commencing upon the beginning of scheduling activities required by Client and continuing unless terminated as provided in this Agreement. Thereafter, unless either Party provides written notice to the other Party objecting to extension of the term no later than sixty (60) days prior to the end of the then-current term, the term of this Agreement shall continue for consecutive one (1) year terms (each such term an "Additional Term"), unless terminated earlier as provided in this Agreement. (b) The following Services to be provided by ZGlobal on behalf of Client are added to Article 2 of the Agreement as follows:

First Amendment to the Energy Services Agreement
Pioneer Community Energy and ZGlobal, Inc.

April 24, 2024
Services
_X_ Portfolio Assessment and Reporting (Exhibit J)
_X_ Resource Adequacy Import Management (Exhibit K)
Client Initial
Portfolio Assessment and Reporting start date coincides with the beginning of operation of Client's commercial operation of its Yellow Pine facility on or around May 27, 2024.

Invoicing for Service will begin on June 1, 2024.

Resource Adequacy Import Management start date is July 1, 2025. Resource Adequacy Import Management Services are provided only during the years when Client opts to schedule Resource Adequacy Import transactions.
(c)
follows:

The following Notices to Client specified in Article 9 of the Agreement are replaced as Ifto Client: Pioneer Community Energy
Attn: Don Eckert, CEO
2510 Warren Dr., Suite B
Rocklin, CA 95677
[email protected]
With a copy to: Pioneer Community Energy
Attn: Sam Kang, COO
2510 Warren Dr., Suite B
Rocklin, CA 95677
[email protected]
(d) Service Fees specified in Exhibit Hof the Agreement are modified as follows:

Service Fees
First Amendment to the Energy Services Agreement
Pioneer Community Energy and ZG lobal, Inc.

April 24, 2024
2 Period Services Fee Monthly Cost Period Total Cost
Scheduling, Financial Settlement & Load Forecasting $6,088.00 $79,144.00 Portfolio Assessment and Reporti ng $6,000.00 $78,000.00 Portfolio Assessment and Reporting Set-Up (One Time) N/A $2,500.00 June 1, 2024 through June 30, 2025 Oracle Analytics Server User License $200.00 $2,600.00 Data Hosting (Pass Through Cost Estimate)* $200.00 $2,600.00 Total $12,488.00 $164,844.00
Scheduling, Financia l Settlement & Load Forecasting $6,301.08 $75,612.96 Portfolio Assessment and Reporting $6,210.00 $74,520.00 July 1, 2025through June 30, 2026
Resource Adequacy Import Management $1,320.00 $15,840.00 Oracle Analytics Server User License $207.00 $2,484.00
Data Hosting (Pass Through Cost Estimate) * $200.00 $2,400.00 Total $14,238.08 $170,856.96
Scheduling, Financial Settlement & Load Forecasting $6,521.62 $78,259.41 Portfolio Assessment and Reporting $6,427.35 $77,128.20 July 1, 2026through June 30, 2027
Resource Adequacy Import Ma nagement (If Needed) $1,366.20 $16,394.40 Oracle Analytics Server User License $214.25 $2,570.94
Data Hosting (Pass Through Cost Estimate)* $200.00 $2,400.00 Total $14,729.41 $176,752.95
Scheduling, Financia l Settlement & Load Forecasting
Portfolio Assessment and Reporting
July 1, 2027 Onward Resource Adequacy Import Management (If Needed) Previous Year's Cost Multiplied by 1.035 Oracle Analytics Server User License
Data Hosting (Pass Through Cost Estimate)*
• Data Hosting (Pass through cost Estimate) subject to change based on actual hosting fees charged to ZGlobal from Oracle.
• Monthly cost is for 4 Oracle Analytics Server User Licenses. • Annual escalation of 3.5% applied July I of the next year. (e) The following Contacts specified in Exhibit I of the Agreement are replaced as follows:

Additional Contacts:

Day Ahead:

Jamil Labban Tel: (916) 221-4064 or (916) 235-9193
[email protected] or [email protected]
(f) The following Exhibits are added to the Agreement:

First Amendment to the Energy Services Agreement
Pioneer Community Energy and ZGlobal, Inc.

April 24, 2024
3 E-mail:

Exhibit J Portfolio Assessment and Reporting
This Exhibit J details Portfolio Assessment and Reporting Services ("Portfolio Assessment and Reporting Services") to be performed or provided by ZGlobal for Client under this Agreement.

1. Description of Services

1.1 Portfolio Assessment
ZGlobal shall perform the following tasks on behalf of Client. o Collate historical and forecast energy production and storage data associated with Client's resource portfolio.
o Based on input from Client, perform analysis designed to determine portfolio and individual resources' performance and effectiveness.

Examples include:
• Historical vs. expected energy production,
• Revenue received vs. expected,
■ Hedge effectiveness compared to Client's load,
• Resource Adequacy operational performance, and
• Energy storage performance
• Operational minimum and maximum storage tank
capacity (MWh)
• Charge and discharge (MW)

1.2 Portfolio Reporting
ZGlobal shall perform the following tasks on behalf of Client. o Based on input from Client, provide reports reflecting results in Section

1.1 above.
o Provide access to data and reports to Client.
o ZGlobal and Client shall meet regularly to discuss strategy and results. o (Optional Service) - User logins and data storage on ZGlobal's Oracle Analytics Server (OAS) and hosted Oracle database including:
• Online access to all client dashboards, visualizations and reports provided with Portfolio Assessment services. User will be able to select data for any time-period stored on the hosted database.

User will have the ability to export data from the client reports/dashboards in multiple formats including .csv,
PowerPoint (.ppt), .pdf and .png.
• ZGlobal staff will build and maintain all Client's desired portfolio and asset dashboards. Client's users will also have ability to create custom visualizations and reports using all features of OAS.
• Data storage hosted on Oracle's cloud server.
4 First Amendment to the Energy Services Agreement
Pioneer Community Energy and ZGlobal, Inc.

April 24, 2024
Exhibit K Resource Adequacy Import Management
This Exhibit K details Resource Adequacy Import Management Services ("Resource Adequacy Import Management Services") to be performed or provided by ZGlobal for Client under this Agreement.

1. Description of Services
ZGlobal shall perform the following tasks on behalf of Client. o Act as Client's agent to manage and schedule imports of Resource Adequacy transactions aligned with Resource Adequacy Import Allocations, Carbon-Free Energy and Asset Controlling Supplier (ACS) Energy (Products) up to the lesser of 5 e-tags or 1,200,000 MWh for any calendar year for the Term and perform or provide all requisite information for compliance reporting to the California Air Resources Board ("CARB") associated with Products. This includes:
• Scheduling Coordinator Services for the purpose of importing Products into the California Independent System Operator ("CAISO") balancing area at mutually agreed upon Scheduling Points,
• Providing Settlement Services (CAISO and third party as necessary) related to Products,
• E-tagging Products from source to sink whereby Client is the Purchasing Selling Entity (PSE) sink and first deliverer of Product into California,
• Assisting Client with establishing itself as a PSE sink for purposes of tagging Product,
• Obtaining data such as energy volumes generated and scheduled, "CARB identifiers, emission factors, allocated generation, specific resources, power purchase agreement/confirm for Products and other information necessary to complete CARB compliance reporting for Products, and
• If necessary, acquiring California Carbon Allowances on behalf of Client to account for any cap-and-trade compliance obligation for Products by means of the CARB auction or other secondary or bilateral markets approved by Client.

ARTICLE2

MISCELLANEOUS

2.1 Effect of Amendment. Except as amended by this Amendment, the terms and conditions of the Agreement shall remain unmodified and continue in full force and effect.

2.2 Incorporation of Terms. Capitalized terms used but not defined in this Amendment shall have their respective meanings as set forth in the Agreement.

2.3 Capitalized Terms. Capitalized terms used herein but not defined herein shall have their respective meanings as set forth in the Agreement, as amended hereby.

First Amendment to the Energy Services Agreement
Pioneer Community Energy and ZGlobal, Inc.

April 24, 2024
5 First Amendment to the Energy Services Agreement
Pioneer Community Energy and ZGlobal, Inc.

April 24, 2024
[Signatures page follows.]
6 IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their respective duly authorized representatives as of the date first written above.

CLIENT

PIONEER COMMUNITY ENERGY
By: _________ _
Name: ------------
Title: CEO

ZGLOBAL
ZGLOBAL, INC.

By:----------
Name: Ziad Alaywan
Title: CEO and Founder
[Signature Page to the First Amendment to the Energy Services Agreement] First Amendment to the Energy Services Agreement
Pioneer Community Energy and ZGlobal, Inc.

April 24, 2024
Plf)NEER

COMMUNITY ENERGY
Staff Report - Item ld
To: The Governing Board
From: Paige Garcia, Program Manager
Item ld: Adopt Resolution Approving the First Amendment Increasing the Contract with Greenlite Lighting Corp USA, by $750,000 not-to-exceed dollar amount of $1,012,400 for LED Lighting Program Services
Date: 5/16/2024

RECOMMENDATION
Adopt Resolution approving the first amendment increasing the contract with Greenlite Lighting Corp USA, by $750,000 not-to-exceed dollar amount of $1,012,400 .00 for LED lighting program services.

COMMITTEE RECOMMENDATION
The Community Advisory Committee reviewed the program with staff and unanimously recommended Board approval.

BACKGROUND
At the May 25, 2023, Governing Board Meeting, the Board reviewed the Proposed Fiscal Year 2023-24 Operating Budget and provided direction to focus on Programs that serve the residential sector.

At the June 15, 2023, Governing Board Meeting, the Board adopted the Fiscal Year 2023-24 Operating Budget that included $2 million of Programs funding.

At the September 28, 2023, Governing Board Meeting, the Board approved the Greenlite LED discount program with a budget of $262,400.

ANALYSIS & DISCUSSION
Pioneer Community Energy's LED discount program works with local hardware stores to stock discounted LED lightbulbs and other energy-saving products. Retailers order products through Greenlite and then sell the items at a discounted price. Pioneer Community Energy pays Greenlite directly to cover the discount, so the items are discounted at the register without needing any coupons or rebate submissions.

The Greenlite LED discount program has been launched since January of 2024, with 14 local stores participating and over 18,000 items shipped to these participating stores. Input from the stores has been overwhelmingly positive and appreciative of Pioneer Community Energy promoting this type of program.

Green lite has been working to involve southern Placer County stores and to onboard Dollar Tree stores into their programs. Due to the success and eagerness of the participating stores along with the expected expansion into 7 additional stores, the LED discount program is requesting additional funds to continue the program through to the end of the year.

The LED rebate program supports the Board's goal to focus on residential energy efficiency programs. The program also supports our customers and supports local businesses.

STRATEGIC PLAN
The recommendation supports the Local Engagement and Quality in Service priorities.

Page 1 of 2 ends

Agenda Item: 1d Agenda Date: 5/16/2024

FISCAL IMPACT
The fiscal impact of this recommendation is $750,000.00 over a 12-month period beginning May 16, 2024.

ATTACHMENTS

1. Resolution approving the first amendment increasing the contract with Greenlite Lighting Corp. USA, by $750,000 not-to-exceed dollar amount of $1,012,400 for an extension of the LED Lighting Program Services

2. Greenlite Lighting Corp USA Consultant Services Agreement

Page 2 of 2 ends

Before the Governing Board of
Pioneer Community Energy
In the matter of: Resolution Approving the First
Amendment Increasing the Contract with
Greenlite Lighting Corp. USA, by $750,000 Not-to-Exceed Dollar Amount of $1,012,400 for an Extension of the LED lighting Program Services
Resolution No.: -----
The following Resolution was duly passed by the Governing Board of Pioneer Community Energy at a regular meeting held May 16, 2024, by the following vote on roll call:

Ayes:

Noes: None.

Absent: None.

Signed and approved by me after its passage.

Attest:

Secretary
Chair of the Governing Board
WHEREAS, Pioneer Community Energy Greenlite Lighting Corp USA entered a Consultant Services Agreement for communications and marketing services on October 20, 2023 ("Original Agreement"), wherein Greenlite Lighting Corp USA agreed to execute retailer LED discount program for Pioneer, with compensation not to exceed $262,400; WHEREAS, Pioneer desires the program be available throughout the service territory; WHEREAS, This amendment allows expansion of the product through Dollar Tree stores supporting outreach in the service territory;
WHEREAS, Pioneer and Greenlite Lighting Corp USA desire to further amend the Agreement to increase the contract by $750,000 to a total not-to-exceed amount to $1,012,400 as shown in Exhibit "A"
Resolution 2024-XX
May 16, 2024
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 First Amendment to the Consultant Services Agreement with Greenlite Lighting Corp USA, as attached hereto as Exhibit "A," and authorizes the Chief Executive Officer to execute the First Amendment on behalf of Pioneer Community Energy with any minor clerical or clarifying changes proposed by the Chief Executive Officer and approved by General Counsel.

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

Exhibit A: First Amendment to Program Services Agreement with Greenlite Lighting Corp USA 2 Administering Agency: Pioneer Community Energy
Contract Description: LED Discount Program Services

CONSULTANT SERVICES AGREEMENT
AMENDMENT NO. 1
THIS AGREEMENT, originally executed October 20, 2023, by and between the Pioneer Community Energy ("Pioneer"), and Greenlite Lighting Corp. USA ("Consultant"), is hereby amended as described below:
• Section 2 - Payment is amended to say:

The amount of the contract shall not exceed one million twelve thousand and four hundred dollars ($1,012,400.00).
• Exhibit B - Payment for Services Rendered is amended to say:

Maximum Lim if & Fee Schedule
The total amount for services rendered not to exceed $1,012,400.00.

Greenlite Fee Summary
Item Description Amount
Product rebate with admin $1,012,400.00
time included
Executed as of the last date indicated below:

PIONEER COMMUNITY ENERGY
By: __________ _ Date:

Name: Donald Eckert
Title: Chief Executive Officer
By: __________ _ Date:

Name: Patrick Enright
Title: General Counsel
GREENLITE LIGHTING CORP. USA
By: __________ _ Date:

Name:

Title:

Administering Agency: Pioneer Community Energy
Contract No.

Contract Description: LED Rebate Program Services

CONSULTANT SERVICES AGREEMENT
THIS AGREEMENT is made at Rocklin, California, as of September 28, 2023, by and between Pioneer Community Energy, ("Pioneer"), and Greenlite Lighting Corp USA ("Consultant"), who agree as follows:

1. Services. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide the services described in Exhibit A. Consultant shall provide said services at the time, place, and in the manner specified in Exhibit A.

2. Payment. Pioneer shall pay Consultant for services rendered pursuant to this Agreement at the time and in the amount set forth in Exhibit B. The payment specified in Exhibit B shall be the only payment made to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all billings for said services to Pioneer in the manner specified therein, or, if no manner be specified, then according to the usual and customary procedures which Consultant uses for billing clients similar to Pioneer. The amount of the contract shall not exceed two hundred and sixty-two thousand four hundred Dollars ($262,400).

3. Facilities, Equipment and Other Materials, and Obligations of Pioneer. Unless otherwise specified in Exhibit C, Consultant shall, at its sole cost and expense, furnish all facilities, equipment, and other materials which may be required for furnishing services pursuant to this Agreement.

4. Exhibits. All exhibits referred to herein will be attached hereto and by this reference incorporated herein.

5. Time for Performance. Time is of the essence. Failure of Consultant to perform any services within the time limits set forth in Exhibit A shall constitute material breach of this contract.

6. Independent Consultant. At all times during the term of this Agreement, Consultant shall be an independent Consultant and shall not be an employee of Pioneer. Pioneer shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement. Pioneer shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement.

7. Licenses, Permits, Etc. Consultant represents and warrants to Pioneer that it has all licenses, permits, qualifications, and approvals of whatsoever nature, which are legally required for Consultant to practice its profession. Consultant represents and warrants to Pioneer that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, and approvals which are legally required for Consultant to practice its profession at the time the services are performed.

8. Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary for the satisfactory performance of Consultant's obligations pursuant to this Agreement. Neither party shall be considered in default of this - 1 -
Agreement to the extent performance is prevented or delayed by any cause, present or future, which is beyond the reasonable control of the party.

9. Hold Harmless and Indemnification Agreement. At all times during the performance of this agreement, Consultant agrees to protect, defend, and indemnify Pioneer in accordance with the provisions contained in Exhibit D.

10. Insurance. Consultant shall file with Pioneer concurrently herewith a Certificate oflnsurance, in companies acceptable to Pioneer, with a Best's Rating of no less than A-:VII, for the coverage shown in Exhibit D. All costs of complying with these insurance requirements shall be included in Consultant's fee(s). These costs shall not be considered a "reimbursable" expense under any circumstances.

11. Consultant Not Agent. Except as Pioneer may specify in writing Consultant shall have no authority, express or implied, to act on behalf of Pioneer in any capacity whatsoever as an agent.

Consultant shall have no authority, express or implied pursuant to this Agreement to Bind Pioneer to any obligation whatsoever.

12. Assignment Prohibited. Consultant may assign its rights and obligations under this Agreement only upon the prior written approval of Pioneer, said approval to be in the sole discretion of Pioneer.

13. Personnel.

A. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that Pioneer, in its sole discretion, at any time during the tenn of this Agreement, desires the removal of any person or persons assigned by Consultant to perform services pursuant to this Agreement, including those members of the Project Team as explained below, Consultant shall remove any such person immediately upon receiving notice from Pioneer of the desire of Pioneer for removal of such person or persons.

B. Notwithstanding the foregoing, if specific persons are designated as the "Project Team" in Exhibit A, Consultant agrees to perform the work under this agreement with those individuals identified. Reassignment or substitution of individuals or subcontractors named in the Project Team by Consultant without the prior written consent of Pioneer shall be grounds for cancellation of the agreement by Pioneer, and payment shall be made pursuant to Section 15 (Termination) of this Agreement only for that work performed by Project Team members.

14. Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. All products of whatsoever nature which Consultant delivers to Pioneer pursuant to this Agreement shall be prepared in a substantial first class and workmanlike manner and conform to the standards or quality normally observed by a person practicing in Consultant's profession.

15. Termination.

I) Consultant shall deliver copies of all writings prepared by it pursuant to this Agreement. The term "writings" shall be construed to mean and include: handwriting, - 2 -
typewriting, printing, Photostatting, photographing, and every other means of recording upon any tangible thing any form of communication or representation, including letters, words, pictures, sounds, or symbols, or combinations thereof. 2) Pioneer shall have full ownership and control of all such writings delivered by Consultant pursuant to this Agreement.
3) Pioneer shall pay Consultant the reasonable value of services rendered by Consultant to the date of termination pursuant to this Agreement not to exceed the amount documented by Consultant and approved by Pioneer as work accomplished to date; provided, however, that in no event shall any payment hereunder exceed the amount of the agreement specified in Exhibit B. Furthermore, Pioneer shall purchase any Pioneer-labeled products in the Consultant supply chain at wholesale prices and thereby avoid any liability for lost profits which might have been made by Consultant had Consultant completed the services required by this Agreement. In this regard, Consultant shall furnish to Pioneer such financial information as in the judgment of Pioneer is necessary to determine the reasonable value of the services rendered by Consultant. The foregoing is cumulative and does not affect any right or remedy, which Pioneer may have in law or equity.

B. Consultant may terminate its services under this Agreement upon thirty- (30) working days' advance written notice to Pioneer.

16. Contract Term. This agreement shall remain in place until the Scope of Services described in Exhibit A is completed, or until contract is terminated pursuant to Section 15 of this contract.

18. Records. Consultant shall maintain, at all times, complete detailed records with regard to work performed under this agreement in a fonn acceptable to Pioneer, and Pioneer shall have the right to inspect such records at any reasonable time. Notwithstanding any other terms of this agreement, no payments shall be made to Consultant until Pioneer is satisfied that work of such value has been rendered pursuant to this agreement. However, Pioneer shall not unreasonably withhold payment and, if a dispute exists, the withheld payment shall be proportional only to the item in dispute.

19. Ownership of Information. All professional and technical information developed under this Agreement and all work sheets, reports, and related data shall become the property of Pioneer, and Consultant agrees to deliver reproducible copies of such documents to Pioneer on completion of the services hereunder. Pioneer agrees to indemnify and hold Consultant harmless from any claim arising out of reuse of the information for other than this project.

20. Waiver. One or more waivers by one party of any major or minor breach or default of any provision, term, condition, or covenant of this Agreement shall not operate as a waiver of any subsequent breach or default by the other party.

21. Conflict of Interest. Consultant certifies that no official or employee of Pioneer, nor any business entity in which an official of Pioneer has an interest, has been employed or retained to solicit or aid in the procuring of this agreement. In addition, Consultant agrees that no such person will be employed in the performance of this agreement without immediately notifying Pioneer. - 3 -

22. Entirety of Agreement. This Agreement contains the entire agreement of Pioneer and Consultant with respect to the subject matter hereof, and no other agreement, statement, or promise made by any party, or to any employee, officer or agent of any party, which is not contained in this Agreement, shall be binding or valid.
23 . Alteration. No waiver, alteration, modification, or termination of this Agreement shall be valid unless made in writing and signed by all parties, except as expressly provided in Section 15, Termination.

24. Governing Law. This Agreement is executed and intended to be performed in the State of California, and the laws of that State shall govern its interpretation and effect. Any legal proceedings on this agreement shall be brought under the jurisdiction of the Superior Court of County of Placer, State of California, and Consultant hereby expressly waives those provisions in California Code of Civil Procedure §394 that may have allowed it to transfer venue to another jurisdiction.
25 . Notification. Any notice or demand desired or required to be given hereunder shall be in writing and deemed given when personally delivered or deposited in the mail, postage prepaid, and addressed to the parties as follows:

PIONEER COMMUNITY ENERGY:

Pioneer Community Energy
Attn: Eric Acedo
2510 Warren Drive Suite B
Rocklin, CA 95677
[email protected]
Phone: (916) 758-8943
CONSULTANT:

Greenlite Lighting Corp USA
Attn: Nina Gupta
17192 Murphy Avenue #19189
Irvine, CA 92623
[email protected]
Phone: (877) 255-0004
Any notice so delivered personally shall be deemed to be received on the date of delivery, and any notice mailed shall be deemed to be received five (5) days after the date on which it was mailed. - 4 -
Executed as of the day first above stated:

PIONEER COMMUNITY ENERGY
By:

Printed Name/Title: Donald Eckert, Executive Director
Approved as to Form - General Counsel:

By:

Printed Name/Title:

Greenlite Lighting Corp. USA
By:

Name: Nina Gupta
Title: President & CEO
*If Consultant is a corporation, this agreement must be signed by a corporate officer, either the President or Vice President, unless an authenticated corporate resolution is attached delegating authority to a single officer or other officers to bind the corporation.

Exhibits
A. Scope of Services
B. Payment for Services Rendered
C. Facilities, Equipment and Other Obligations of Pioneer D. Hold Harmless Agreement and Insurance Requirements
- 5 -
A. Introduction

EXHIBIT A

SCOPE OF SERVICES
a. This scope of work provides an outline of the essential activities and responsibilities involved in implementing the Greenlite Energy Efficiency Program. b. The program aims to establish a collaborative partnership among Greenlite, Pioneer Community Energy, and participating retailers, with the goal of promoting energy-efficient products in the market. c. The focus is on ensuring a smooth process from the beginning of the agreement to order replenishment.

B. Experience
a. Greenlite has participated in Utility Upstream Residential Programs for 25+ years and was the first manufacturer to launch an Upstream Buydown Program in the state of California.
b. In 2023 Greenlite held contracts with 95+ utilities nationwide delivering Energy Saving products to residential homeowners.
c. Greenlite has tremendous experience in designing goal-conquering ENERGY STAR® programs, navigating real-world challenges, and problem-solving effectively to allow for seamless program execution that is industry-leading.

C. Program Launch Preparation
a. Provide Pioneer with a list of retail partners within Pioneer service territory and Pioneer. b. Provide Pioneer with a list of product options and Pioneer will confirm which products shall be included and rebate for each product.
c. Provide Greenlite energy-saving products such as, but not limited to, LED lightbulbs, nightlights, and power strips.
d. Pioneer will provide branded stickers for Greenlite to add to each product before it is sent to a retail partner.
e. Pioneer will be responsible for all outreach and marketing initiatives to promote the LED discount program.

D. Retailer Outreach
a. Reach out to retailer partners identified in Pioneer Community Energy service territory to patiicipate in program.
i. Outreach initiatives include the joining territories of Nevada City and Grass Valley
b. Create an order form comprised of approved items outlined within the agreement. c. Provide order form to partners for product shipment.

E. Retailer Engagement
a. Interact with retailers to provide them with a clear understanding of the program's terms, benefits, product range, and pricing.
b. Maintain contact with retail partners to ensure products are stocked. c. Receive sales reports from partners noting the sale of products.

F. Reporting
a. Provide Pioneer Community Energy with monthly reports.

Page 1 ends

1. The report will include the number of products sold and the number of transactions at each store.
to Consultant Services Agreement

EXHIBIT B

PAYMENT FOR SERVICES RENDERED
Maximum Limit & Fee Schedule
The total amount for services rendered not to exceed $262,400.

Greenlite Fee Summary
Item Description Amount
Product rebate with admin time $250,000
included
Branded stickers for each product $12,400
with a 60 day lead time
Invoices
Invoices shall be provided once a month and will include a list of work performed by billable hour including date, hours and services provided. Work performed by Consultant will be subject to final acceptance by Pioneer. Payment will be due to the vendor within 30 days ofreceipt of the invoice.

Reimbursable Expenses
Administrative, overhead, secretarial time or overtime, word processing, photocopying, in house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. Travel expenses must be authorized in advance in writing by Pioneer.

Submit all invoices to:

Page 1 ends

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

Page 1 ends

EXHIBIT C

FACILITIES, EQUIPMENT, AND OTHER

MATERIALS, AND OBLIGATIONS OF PIONEER

NOT APPLICABLE
to Consultant Services Agreement

EXHIBITD

HOLD HARMLESS AGREEMENT

AND INSURANCE REQUIREMENTS

CONSUL TANT also agrees to bear all other costs and expenses related thereto, even if the claim or claims alleged are groundless, false, or fraudulent. This provision is not intended to create any cause of action in favor of any third party against CONSULTANT or PIONEER or to enlarge in any way the CONSULTANT'S liability but is intended solely to provide for indemnification of PIONEER from liability for damages or injuries to third persons or property arising from CONSULTANT'S performance pursuant to this contract or agreement.

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

2. INSURANCE:

CONSULTANT shall file with PIONEER concurrently herewith a Certificate of Insurance, m companies acceptable to PIONEER, with a Best's Rating of no less than A-:VII showing.

3. WORKER'S COMPENSATION AND EMPLOYERS LIABILITY INSURANCE:

Worker's Compensation Insurance shall be provided as required by any applicable law or regulation.

Employer's liability insurance shall be provided in amounts not less than one million dollars ($1,000,000) each accident for bodily injury by accident, one million dollars ($1,000,000) policy limit for bodily injury by disease, and one million dollars ($1,000,000) each employee for bodily injury by disease.

If there is an exposure of injury to CONSULT ANT'S employees under the U.S. Longshoremen's and Harbor Worker's Compensation Act, the Jones Act, or under laws, regulations, or statutes applicable to maritime employees, coverage shall be included for such injuries or claims.

Each Worker's Compensation policy shall be endorsed with the following specific language:

Cancellation Notice - "This policy shall not be changed without first giving thirty (30) days prior written notice and ten (10) days prior written notice of cancellation for non-payment of premium to Pioneer Community Energy".

Waiver of Subrogation - The workers' compensation po !icy shall be endorsed to state that the workers' compensation carrier waives its right of subrogation against Pioneer, its officers, directors, officials,

Page 1 ends

to Consultant Services Agreement
employees, agents or volunteers, which might arise by reason of payment under such policy in connection with performance under this agreement by the CONSUL TANT.

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

4. GENERAL LIABILITY INSURANCE:

A. Comprehensive General Liability or Commercial General Liability insurance covering all operations by or on behalf of CONSULT ANT, providing insurance for bodily injury liability and propetiy damage liability for the limits ofliability indicated below and including coverage for:
(1) Contractual liability insuring the obligations assumed by CONSULT ANT in this Agreement.

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

C. If CONSULTANT carries a Comprehensive General Liability policy, the limits of liability shall not be less than a Combined Single Limit for bodily injury, property damage, and Personal Injury Liability of:

One million dollars ($1,000,000) each occurrence
➔ Two million dollars ($2,000,000) aggregate
D. If CONSULTANT carries a Commercial General Liability (Occurrence) policy:
(1) The limits ofliability shall not be less than:

One million dollars ($1,000,000) each occurrence (combined single limit for bodily injury and property damage)
One million dollars ($1,000,000) for Products-Completed Operations Two million dollars ($2,000,000) General Aggregate
(2) If the policy does not have an endorsement providing that the General Aggregate Limit applies separately, or if defense costs are included in the aggregate limits, then the required aggregate limits shall be two million dollars ($2,000,000).

E. Special Claims Made Policy Form Provisions:

CONSULTANT shall not provide a Commercial General Liability (Claims Made) policy without the express prior written consent of PIONEER, which consent, if given, shall be subject to the following conditions:
(1) The limits ofliability shall not be less than:

Page 2 ends

to Consultant Services Agreement
One million dollars ($1,000,000) each occurrence ( combined single limit for bodily injury and property damage)
One million dollars ($1,000,000) aggregate for Products Completed Operations ➔ Two million dollars ($2,000,000) General Aggregate
(2) The insurance coverage provided by CONSULT ANT shall contain language providing coverage up to one (1) year following the completion of the contract in order to provide insurance coverage for the hold harmless provisions herein if the policy is a claims-made policy.

Conformity of Coverages - If more than one policy is used to meet the required coverages, such as a separate umbrella policy, such policies shall be consistent with all other applicable policies used to meet these minimum requirements. For example, all policies shall be Occurrence Liability policies or all shall be Claims Made Liability policies, if approved by Pioneer as noted above. In no cases shall the types of polices be different.

5. ENDORSEMENTS:

Each Comprehensive or Commercial General Liability policy shall be endorsed with the following specific language:

A. "Pioneer Community Energy, its officers, agents, employees, and volunteers are to be covered as insured for all liability arising out of the operations by or on behalf of the named insured in the performance of this Agreement."
B. "The insurance provided by the Consultant, including any excess liability or umbrella form coverage, is primary coverage to Pioneer Community Energy with respect to any insurance or self-insurance programs maintained by Pioneer Community Energy and no insurance held or owned by Pioneer Community Energy shall be called upon to contribute to a loss." C. "This policy shall not be changed without first giving thirty (30) days prior written notice and ten (10) days prior written notice of cancellation for non-payment of premium to Pioneer Community Energy."

6. AUTOMOBILE LIABILITY INSURANCE:

Automobile Liability insurance covering bodily injury and property damage in an amount no less than one million dollars ($1,000,000) combined single limit for each occurrence.

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

7. PROFESSIONAL LIABILITY INSURANCE:

Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000.

8. PRIVACY AND CYBERSECURITY LIABILITY INSURANCE:

Privacy and cybersecurity liability (including costs arising from data destruction, hacking or intentional breaches, crisis management activity related to data breaches, and legal claims for security breach, privacy violations, and notification costs of at least $5,000,000 US per occurrence.

Page 3 ends

to Consultant Services Agreement

9. ADDITIONAL REQUIREMENTS:

Premium Payments - The insurance companies shall have no recourse against PIONEER and funding agencies, its officers and employees or any of them for payment of any premiums or assessments under any policy issued by a mutual insurance company.

Policy Deductibles - The CONSULT ANT shall be responsible for all deductibles in all of the CONSULTANT's insurance policies. The maximum amount of allowable deductible for insurance coverage required herein shall be $25,000.

CONSULTANT's Obligations - CONSULTANT's indemnity and other obligations shall not be limited by the foregoing insurance requirements and shall survive the expiration of this agreement.

Verification of Coverage - CONSULTANT shall furnish Pioneer with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by Pioneer before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the CONSULTANT's obligation to provide them. Pioneer reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Material Breach - Failure of the CONSUL TANT to maintain the insurance required by this agreement, or to comply with any of the requirements of this section, shall constitute a material breach of the entire agreement.

Page 4 ends

to Consultant Services Agreement
PIE~NEER

COMMUNITY ENERGY
Staff Report - Item le
To: The Governing Board
From: Sam Kang, Chief Operating Officer
Item le: Approve and Authorize the Chief Executive Officer to sign an Agreement with Niemela Pappas and Associates for Legislative Support in an Amount Not-to-Exceed $120,000 Date: 5/16/2024

RECOMMENDATION
Adopt Resolution approving and authorizing the Chief Executive Officer to sign an Agreement with Niemela Pappas and Associates (NPA) for Legislative Support in an Amount Not-to-Exceed $120,000.

BACKGROUND
Pioneer Community Energy (Pioneer) actively supports its member agencies through legislative and regulatory channels such as lobbying and participating in regulatory proceedings of importance to Pioneer. A key Pioneer Board initiative is to procure more biomass energy by making it more affordable. To that end, Pioneer was successful in 2021 to cosponsor and lead the passage of AB 843 (on a unanimous, bipartisan basis) which allowed community choice aggregators like Pioneer to participate in the Bioenergy Market Adjusting Tariff to help reduce biomass energy procurement costs. The lobbyist that helped orchestrate and maneuver AB 843 amongst the legislators was NPA.

ANALYSIS & DISCUSSION
Pioneer is recommending sole sourcing NPA for many reasons. In addition to being the lobbyist for AB 843 and having a combined 40 years of experience in the government and advocacy arena, NPA is intimately knowledgeable of community choice aggregators (CCA) having represented the California Community Choice Association (CalCCA) since 2016. As the lobbyist for CalCCA, they represent its collective members that include all of the CCAs in California and are aware of the key issues CCA find important and have established relationships with legislators that advance CCAs objectives.

Additionally, NPA has successfully worked through the budget trailer bill process to achieve the first and longest extension of the solar partial property tax exemption (AB 1475, 2014) as well as the peak load performance standard for demand response, which was adopted in the Diablo Canyon reauthorization bill (AB 846, 2022).

We are planning on replicating that tactic of using the budget trailer bill as a means to attain funding for biomass projects.

According to Pioneer's Board-approved Procurement Policy Section VI.3, "[A] sole source may be designated when it is apparent that a needed product or service is uniquely available from the source, or for all practical purposes, it is justifiably in the best interest of Pioneer." NPA clearly fits in this category as they are able to hit the ground running. The following are the details of the services to be provided:

1. Ongoing Analysis and Appraisal of arena. Analysis and advice on larger "Capitol" dynamics which could affect Pioneer;

2. Identification, Review and Monitoring. We will diligently track and provide analysis of state legislation, regulatory & budget activity, and industry activities affecting Pioneer in California. We place special emphasis on knowing what might happen prior to formal action and in how these efforts provide opportunities, raise concerns, or otherwise intersect with Pioneer's objectives;

Page 1 of 2 ends

Agenda Item: le Agenda Date: 5/16/2024

3. Strategic Development and Implementation. We will chart out multiple paths to success for Pioneer and provide an honest assessment of the strengths and vulnerabilities of each path;

4. Relationship-Building and Maintenance. Ensure every action taken for Pioneer advances the short- and long-term interests of Pioneer with key decision-makers. We also understand the value of positioning as an effective participant in coalition lobbying efforts.

5. Communication and Representation. With permission, we will represent Pioneer as appropriate at hearings, meetings, and in correspondence with legislators and representatives of the Executive Branch to achieve desired outcomes.

6. We will always place Pioneer's interests ahead of our firm's own interests with regard to recommendations and analysis.

These alternative funding sources include the greenhouse gas reduction fund and potential climate bond funding for infrastructure costs. NPA will develop a landscape analysis of the potential to provide state funding to support biomass development with the assistance of key biomass advocacy organizations and the agricultural community and develop a strategy based on this analysis.

Since direct ratepayer funding and state general fund are improbable given ratepayer and fiscal outlook, NPA will specifically review the potential for biomass to be included in any leadership agreement around legislation designed to provide GGRF funding for wildfire management. Additionally, NPA will specifically review the potential for biomass infrastructure to be an eligible bond expense in any climate bond agreement or in subsequent legislation expending climate bond proceeds.

There is a high probability that the above two avenues may be a multi-year effort as these issues are resolved and fine-tuned.

STRATEGIC PLAN
The report supports the Financial Stability and Strategic Growth Priority.

FISCAL IMPACT
This contract would have a fiscal impact of up to $120,000 from July 1, 2024, to June 30, 2025 ($10,000/month payment).

ATTACHMENTS

1. Resolution Approving and Authorizing the Chief Executive Officer to sign an Agreement with Niemela Pappas and Associates for Legislative Support in an Amount Not-to-Exceed $120,000.

Page 2 of 2 ends

Before the Governing Board of
Pioneer Community Energy
In the matter of: A Resolution Approving and
Authorizing the Chief Executive Officer to
Execute an Agreement with Niemela Pappas
and Associates. for Lobbying Services for an
Amount Not to Exceed $120,000 Annually
Resolution No.: -----
The following Resolution was duly passed by the Governing Board of Pioneer Community Energy at a regular meeting held May 16, 2024, 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") has placed the procurement of biomass energy as a high priority;
WHEREAS, Pioneer has been successful in reducing the cost of biomass energy through passing legislation that enabled community choice aggregators (CCAs) to participate in the Bioenergy Market Adjusting Tariff (AB 843);
WHEREAS, Pioneer will be attempting to get funding for biomass energy and projects with the assistance of a highly experienced lobbying firm;
WHEREAS, Pioneer has identified a lobbying firm with direct and deep experience directly related and immediately needed in Niemela Pappas and Associates (NPA) for the following reasons:
• NPA was the lobbyist for AB 843 and has combined 40 years of experience in the government and advocacy arena.
• NPA is intimately knowledgeable of CCAs having represented the California Community Choice Association (CalCCA) since 2016.

Resolution 2024-xx
May 16, 2024
• As the lobbyist for CalCCA, they represent its collective members that include all of the CCAs in California and are aware of the key issues CCA find important and have established relationships with legislators that advance CCAs objectives. • NPA has successfully worked through the budget trailer bill process to achieve the first and longest extension of the solar partial property tax exemption (AB 1475, 2014) as well as the peak load performance standard for demand response, which was adopted in the Diablo Canyon reauthorization bill (AB 846, 2022). Pioneer is planning on replicating that tactic of using the budget trailer bill as a means to attain funding for biomass projects.

WHEREAS, According to Pioneer's Board-approved Procurement Policy Section Vl.3, "[A] sole source may be designated when it is apparent that a needed product or service is uniquely available from the source, or for all practical purposes, it is justifiably in the best interest of Pioneer." NPA clearly fits in this category.

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 Chief Executive Officer to execute an Agreement with NPA for legislative support for an amount not-to-exceed $120,000 annually.

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

Exhibit A: Contract with NPA for Legislative Support
2 Administering Agency: Pioneer Community Energy
Contract No.

Contract Description: General Consulting Services

CONSULTANT SERVICES AGREEMENT
THIS AGREEMENT is made at Rocklin, California, as of April 30, 2024, by and between Pioneer Community Energy, ("Pioneer"), and Niemela Pappas & Associates ("Consultant"), who agree as follows:

2. Payment. Pioneer shall pay Consultant for services rendered pursuant to this Agreement at the time and in the amount set forth in Exhibit B. The payments specified in Exhibit B shall be the only payments made to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all billings for said services to Pioneer in the manner specified therein. As discussed in Exhibit B, the amount of this contract shall not exceed Ten Thousand Dollars ($10,000) per month.

4. Exhibits. All exhibits referred to herein will be attached hereto and by this reference incorporated herein.

5. Time for Performance. Time is of the essence. Failure of Consultant to perform any services within the time limits set forth in Exhibit A shall constitute material breach of this Agreement.

8. Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary for the satisfactory performance of Consultant's obligations pursuant to this Agreement. Neither party shall be considered in default of this Agreement to the extent performance is prevented or delayed by any cause, present or future, which is beyond the reasonable control of the party.
- 1 -

9. Hold Harmless and Indemnification Agreement. At all times during the perfonnance of this agreement, Consultant agrees to protect, defend, and indemnify Pioneer in accordance with the provisions contained in Exhibit D.

11. Consultant Not Agent. Except as Pioneer may specify in writing Consultant shall have no authority, express or implied, to act on behalf of Pioneer in any capacity whatsoever as an agent.

Consultant shall have no authority, express or implied pursuant to this Agreement to Bind Pioneer to any obligation whatsoever.

13. Personnel.

A. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that Pioneer, in its sole discretion, at any time during the term of this Agreement, desires the removal of any person or persons assigned by Consultant to perform services pursuant to this Agreement, including those members of the Project Team as explained below, Consultant shall remove any such person immediately upon receiving notice from Pioneer of the desire of Pioneer for removal of such person or persons.

B. Notwithstanding the foregoing, if specific persons are designated as the "Project Team" in Exhibit A, Consultant agrees to perform the work under this Agreement with those individuals identified. Reassignment or substitution of individuals or subcontractors named in the Project Team by Consultant without the prior written consent of Pioneer shall be grounds for cancellation of the Agreement by Pioneer, and payment shall be made pursuant to Section 15 (Termination) of this Agreement only for that work performed by Project Team members.

15. Termination.

A. Pioneer shall have the right to terminate this Agreement at any time by giving notice in writing of such termination to Consultant. In the event Pioneer shall give notice of termination, Consultant shall immediately cease rendering service upon receipt of such written notice, pursuant to this Agreement. In the event Pioneer shall terminate this Agreement:
1) Consultant shall deliver copies of all writings prepared by it pursuant to this Agreement to Pioneer. The term "writings" shall be construed to mean and includes: handwriting, typewriting, printing, Photostatting, photographing, and every other means of recording upon any tangible thing any form of communication or representation, including letters, words, pictures, sounds, or symbols, or combinations thereof. - 2 -
2) Pioneer shall have full ownership and control of all such writings delivered by Consultant pursuant to this Agreement.
3) Pioneer shall pay Consultant the reasonable value of services rendered by Consultant to the date of termination pursuant to this Agreement not to exceed the amount documented by Consultant and approved by Pioneer as work accomplished to date; provided, however, that in no event shall any payment hereunder exceed the amount of the Agreement specified in Exhibit B, and further provided, however, Pioneer shall not in any manner be liable for lost profits which might have been made by Consultant had Consultant completed the services required by this Agreement. In this regard, Consultant shall furnish to Pioneer such financial information as in the judgment of Pioneer is necessary to determine the reasonable value of the services rendered by Consultant. The foregoing is cumulative and does not affect any right or remedy, which Pioneer may have in law or equity.

B. Consultant may terminate its services under this Agreement upon thirty- (30) working days' advance written notice to Pioneer.

16. Contract Term. This agreement shall remain in place until terminated pursuant to Section 15 of this Agreement.

17. Non-Discrimination. Consultant shall not discriminate in its employment practices because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, gender, age, or sexual orientation, gender identity, gender expression or veteran status in contravention of the California Fair Employment and Housing Act, Government Code section 12900 et ~- Consultant shall not discriminate, harass or retaliate against Pioneer, its appointed officials, officers, employees, agents, servants, volunteers, those Pioneer agents serving as independent contractors in the role of Pioneer officials, consultants, contractors, subcontractors, or subconsultants, on nay basis prohibited by law.

18. Records. Consultant shall maintain, at all times, complete detailed records with regard to work performed under this Agreement in a form acceptable to Pioneer, and Pioneer shall have the right to inspect such records at any reasonable time. Notwithstanding any other terms of this Agreement, no payments shall be made to Consultant until Pioneer is satisfied that work of such value has been rendered pursuant to this agreement. However, Pioneer shall not unreasonably withhold payment and, if a dispute exists, the withheld payment shall be proportional only to the item in dispute.

19. Ownership oflnformation. All professional and technical information developed under this Agreement and all work sheets, reports, and related data shall become the property of Pioneer, and Consultant agrees to deliver reproducible copies of such documents to Pioneer on completion of the services hereunder. Pioneer agrees to indemnify and hold Consultant harmless from any claim arising out of reuse of the information by Pioneer for other than this project.

21. Conflict of Interest. Consultant certifies that no official or employee of Pioneer, nor any business entity in which an official of Pioneer has an interest, has been employed or retained to solicit or aid in the procuring of this Agreement. In addition, Consultant agrees that no such person will be employed in the performance of this Agreement without immediately notifying Pioneer. - 3 -

23. Alteration. No waiver, alteration, modification, or termination of this Agreement shall be valid unless made in writing and signed by all parties, except as expressly provided in Section 15, Termination.

25. Notification. Any notice or demand desired or required to be given hereunder shall be in writing and deemed given when personally delivered or deposited in the mail, postage prepaid, and addressed to the parties as follows:

PIONEER COMMUNITY ENERGY:

Pioneer Community Energy
Attn: Eric Acedo
2510 Warren Drive, Suite B
Rocklin, CA 95677
[email protected]
Phone: 916-758-8943
CONSULTANT:

Niemela Pappas & Associates
Attn: Erin Niemela and Emily Pappas
Address: 915 L St., Suite 1130
Sacramento, CA 75814
Email: [email protected] and
[email protected]
Phone:916-661-5365
Any notice so delivered personally shall be deemed to be received on the date of delivery, and any notice mailed shall be deemed to be received five (5) days after the date on which it was mailed.

26. Corporate Authority. The person executing this Agreement on behalf of Consultant warrants the he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. - 4 -
IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written.

PIONEER COMMUNITY ENERGY
By:

Printed Name/Title: Don Eckert, Executive Director
Approved as to Form - General Counsel:

By:

Printed Name/Title: Patrick Enright, General Counsel

CONSULTANT
By:

Printed Name/Title: Erin Niemela, Partner and Emily Pappas, Partner *If Consultant is a corporation, this agreement must be signed by two corporate officers, one of which must be the secreta,y of the corporation, and the other may be either the President or Vice President, unless an authenticated corporate resolution is attached delegating authority to a single officer or other officers to bind the corporation.

Exhibits
A. Scope of Services
B. Payment for Services Rendered
C. Facilities, Equipment and Other Obligations of Pioneer D. Hold Harmless Agreement and Insurance Requirements
- 5 -
General Consulting Services
Services

EXHIBIT A

SCOPE OF SERVICES

1. Ongoing Analysis and Appraisal of arena. Analysis and advice on larger "Capitol" dynamics which could affect Pioneer;

2. Identification, Review and Monitoring. We will diligently track and provide analysis of state legislation, regulatory & budget activity, and industry activities affecting Pioneer in California.

We place special emphasis on knowing what might happen prior to formal action and in how these efforts provide opportunities, raise concerns or otherwise intersect with Pioneer's objectives;

3. Strategic Development and Implementation. We will chart out multiple paths to success for Pioneer and provide an honest assessment of the strengths and vulnerabilities of each path;

6. We will always place Pioneer's interests ahead of our firm's own interests with regard to recommendations and analysis.

Additionally, there is an active discussion in the legislature about how to supplant ratepayer funds with an alternative funding source to support energy policy goals, including climate goals and infrastructure needs. These alternative funding sources include the greenhouse gas reduction fund and potential climate bond funding for infrastructure costs. NP A will develop a landscape analysis of the potential to provide state funding to support biomass development with the assistance of key biomass advocacy organizations and the agricultural community and develop a strategy based on this analysis.

Since direct ratepayer funding and state general fund are improbable given ratepayer and fiscal outlook, NP A will specifically review the potential for biomass to be included in any leadership agreement around legislation designed to provide GGRF funding for wildfire management. Additionally, NPA will specifically review the potential for biomass infrastructure to be an eligible bond expense in any climate bond agreement or in subsequent legislation expending climate bond proceeds.

There is a high probability that the above two avenues may not come to fruition this year ( or develop a level of specificity that includes biomass specifically). If so, this may be a multi-year effort as these issues are resolved and fine-tuned.

Page 1 ends

to Consultant Services Agreement

EXHIBIT B

PAYMENT FOR SERVICES RENDERED
Payment shall be made to Consultant on a time and materials basis, and the outlined services shall not exceed Ten Thousand Dollars ($10,000) per month.

The Consultant will provide monthly invoices based on actual hours worked at billing rates as of the date of the invoice and expenses incurred at cost.

Current billing rates are as follows:

Submit all invoices to:

Page 1 ends

Pioneer Community Energy
Attn: Sam Kang and Eric Acedo
[email protected]
[email protected]
2510 Warren Drive, Suite B
Rocklin, CA 95677
to Consultant Services Agreement

Page 1 ends

EXHIBIT C

FACILITIES, EQUIPMENT, AND OTHER

MATERIALS, AND OBLIGATIONS OF PIONEER

NOT APPLICABLE
to Consultant Services Agreement

EXHIBITD

HOLD HARMLESS AGREEMENT

AND INSURANCE REQUIREMENTS

1. HOLD HARMLESS AND INDEMNIFICATION AGREEMENT
The CONSULTANT hereby agrees to protect, defend, indemnify, and hold PIONEER free and hannless from any and all losses, claims, liens, demands, and causes of action of every kind and character including, but not limited to, the amounts of judgments, penalties, interest, court costs, legal fees, and all other expenses incurred by PIONEER arising in favor of any party, including claims, liens, debts, personal injuries, death, or damages to property (including employees or property of PIONEER) and without limitation by enumeration, all other claims or demands of every character occurring or in any way incident to, in connection with or arising directly or indirectly out of, the contract or agreement arising from Consultants gross negligence and/or errors. CONSULTANT agrees to investigate, handle, respond to, provide defense for, and defend any such claims, demand, or suit at the sole expense of the CONSULTANT. CONSULTANT also agrees to bear all other costs and expenses related thereto, even if the claim or claims alleged are groundless, false, or fraudulent. This provision is not intended to create any cause of action in favor of any third party against CONSULTANT or PIONEER or to enlarge in any way the CONSULTANT'S liability but is intended solely to provide for indemnification of PIONEER from liability for damages or injuries to third persons or property arising from CONSULTANT'S performance pursuant to this contract or agreement.

As used above, the tenn PIONEER means Pioneer or its officers, agents, employees, and volunteers.

2. INSURANCE:

CONSULTANT shall file with PIONEER concurrently herewith a Certificate of Insurance, in companies acceptable to PIONEER, with a Best's Rating of no less than A-:VII showing.

3. WORKER'S COMPENSATION AND EMPLOYERS LIABILITY INSURANCE:

Worker's Compensation Insurance shall be provided as required by any applicable law or regulation.

If there is an exposure of injury to CONSULTANT'S employees under the U.S. Longshoremen's and Harbor Worker's Compensation Act, the Jones Act, or under laws, regulations, or statutes applicable to maritime employees, coverage shall be included for such injuries or claims.

Each Worker's Compensation policy shall be endorsed with the following specific language:

Page 1 ends

to Consultant Services Agreement
Waiver of Subrogation - The workers' compensation policy shall be endorsed to state that the workers' compensation carrier waives its right of subrogation against Pioneer, its officers, directors, officials, employees, agents or volunteers, which might arise by reason of payment under such policy in connection with performance under this agreement by the CONSULT ANT.

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

4. GENERAL LIABILITY INSURANCE:

A. Comprehensive General Liability or Commercial General Liability insurance covering all operations by or on behalf of CONSULT ANT, providing insurance for bodily injury liability and property damage liability for the limits of liability indicated below and including coverage for:
(I) Contractual liability insuring the obligations assumed by CONSULT ANT in this Agreement.

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

One million dollars ($1,000,000) each occurrence
Two million dollars ($2,000,000) aggregate
D. If CONSULTANT carries a Commercial General Liability (Occurrence) policy:
( 1) The limits of liability shall not be less than:

E. Special Claims Made Policy Form Provisions:

Page 2 ends

to Consultant Services Agreement
One million dollars ($1,000,000) each occurrence (combined single limit for bodily injury and property damage)
One million dollars ($1,000,000) aggregate for Products Completed Operations Two million dollars ($2,000,000) General Aggregate
(2) The insurance coverage provided by CONSULT ANT shall contain language providing coverage up to one (I) year following the completion of the contract in order to provide insurance coverage for the hold harmless provisions herein if the policy is a claims-made policy.

5. PROFESSIONAL LIABILITY (OR ERRORS AND OMISSIONS) LIABILITY INSURANCE: Consultant shall maintain professional liability (or errors and omissions liability)k insurance that covers the Services to be performed in connection with this Agreement, with minimum limits of $1,000,000 per claim/aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement. If a "claim made" policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years.

6. ENDORSEMENTS:

Each Comprehensive or Commercial General Liability policy shall be endorsed with the following specific language:

A. "Pioneer Community Energy, its officers, agents, employees, and volunteers are to be covered as additional insured for all liability arising out of the operations by or on behalf of the named insured in the performance of this Agreement." B. "The insurance provided by the Consultant, including any excess liability or umbrella form coverage, is primary coverage to Pioneer Community Energy with respect to any insurance or self-insurance programs maintained by Pioneer Community Energy and no insurance held or owned by Pioneer Community Energy shall be called upon to contribute to a loss." C. "This policy shall not be changed without first giving thirty (30) days prior written notice and ten (10) days prior written notice of cancellation for non-payment of premium to Pioneer Community Energy.

7. AUTOMOBILE LIABILITY INSURANCE:
8 Automobile Liability insurance covering bodily injury and property damage in an amount no less than one million dollars ($1,000,000) combined single limit for each occurrence.

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

ADDITIONAL REQUIREMENTS:

Page 3 ends

to Consultant Services Agreement
Premium Payments - The insurance companies shall have no recourse against PIONEER and funding agencies, its officers and employees or any of them for payment of any premiums or assessments under any policy issued by a mutual insurance company.

Policy Deductibles - The CONSULTANT shall be responsible for all deductibles in all of the CONSULTANT's insurance policies. The maximum amount of allowable deductible for insurance coverage required herein shall be $25,000.

CONSULTANT's Obligations - CONSULTANT's indemnity and other obligations shall not be limited by the foregoing insurance requirements and shall survive the expiration of this agreement.

Verification of Coverage - CONSUL TANT shall furnish Pioneer with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by Pioneer by the time this Agreement is fully executed. However, failure to obtain the required documents prior to this time shall not waive the CONSULTANT's obligation to provide them. Pioneer reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Material Breach - Failure of the CONSULTANT to maintain the insurance required by this agreement, or to comply with any of the requirements of this section, shall constitute a material breach of the entire agreement.

Page 4 ends

to Consultant Services Agreement
Plf)NEER

COMMUNITY ENERGY
Staff Report - Item 2
To: The Governing Board
From: Paige Garcia, Program Manager
Item 2: Adopt a Resolution approving and authorizing the CEO to enter into an agreement with Uplight to execute a demand response program
Date: 5/16/2024

RECOMMENDATION
Adopt a Resolution approving and authorizing the Chief Executive Officer to enter into an agreement with Uplight to execute a residential demand response program for an amount not to exceed $836,118.

COMMITTEE RECOMMENDATION
On May 1, 2024, the Uplight program was reviewed and discussed by the Community Advisory Committee which agreed with the recommendation.

BACKGROUND
At the May 25, 2023, Governing Board Meeting, the Board reviewed the Proposed Fiscal Year 2023-24 Operating Budget and provided direction to focus on programs that serve the residential sector.

At the June 15, 2023, Governing Board Meeting, the Board adopted the Fiscal Year 2023-24 Operating Budget that included $2 million of Programs funding.

At the March 21, 2024, Governing Board Meeting, the Board adopted a resolution approving Pioneer Community Energy's Load Management Standards Compliance Plan, which included the development of programs that encourage the control of daily and seasonal peak loads to improve system efficiency and support grid reliability.

ANAL VSIS & DISCUSSION
Staff had prior knowledge of Uplight through its work with other CCAs. Uplight has implemented successful energy programs for more than 80 energy providers across the nation, including PG&E, SMUD, and Sonoma Clean Power. Sonoma Clean Power has had a similar program with Uplight since 2022 that has been very successful.

This demand response program will offer customers the option to opt-in for alerts that warn of peak demand events. These events are triggered by the California Independent System Operator (CAISO) alerts that high energy demand is creating stress on the grid, increasing the risk of outages. Through this program, Pioneer can notify customers and request them to reduce their energy usage during these events and receive an incentive for reduced consumption. Customers will receive a notification 24 hours in advance and can choose to either participate by conserving energy during the event or not. What makes this different is that if customers choose not to participate, there is no downside. Specific ways customers can choose to participate in the event include turning down their thermostat, avoiding charging their electric vehicle, and practicing other energy saving behaviors.

Uplight will register customers with CAISO; assist Pioneer in dispatching information to customers; and review the customer's usage at the end of the season. Customers will receive an incentive in the form of a $25 gift card from Pioneer for enrolling in the program, plus an additional incentive based on how much load is reduced . We are launching this as a pilot limited to 5,000 single-family homes. This program is a win-win-win. It supports

Page 1 of 2 ends

Agenda Item: 2 Agenda Date: 5/16/2024
grid reliability during times of high stress; saves customers money, as well as rewards them for compliance; and supports Pioneer's goal of being a community partner.

STRATEGIC PLAN
The recommendation supports the Local Engagement and Quality in Service priorities.

FISCAL IMPACT
The fiscal impact of this recommendation is $836,118 over a 3-year period beginning May 16, 2024.

ATTACHMENTS

1. Resolution Approving and Authorizing the CEO to enter into an agreement with Uplight

Page 2 of 2 ends

Before the Governing Board of
Pioneer Community Energy
In the matter of: A RESOLUTION APPROVING

AND AUTHORIZING THE CHIEF EXECUTIVE

OFFICER TO ENTER INTO AN AGREEMENT

WITH UPUGHT TO EXECUTE A RESIDENTIAL
DEMAND RESPONSE INCENTIVE PROGRAM.

Resolution No.: -----
The following Resolution was duly passed by the Governing Board of Pioneer Community Energy at a regular meeting held May 16, 2024, 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, this Resolution Approving and Authorizing the Executive Director to finalize negotiations and execute an agreement with Uplight for Program Services has been brought before the Governing Board; and
WHEREAS, competitive solicitation requirement is hereby dispensed and a sole source procurement with Uplight is justifiably in the best interest of Pioneer for the following reasons:
• Uplight has contracts with 80 utilities and a proven record of success for similar programs.
• Uplight implemented and supports a successful residential demand response program with another CCA within PG&E territory.
• Uplight has a ready-to-use program plan that aligns with Pioneer's specific program plan and goals.

BE IT RESOLVED, the Governing Board of Pioneer Community Energy, State of California, hereby finds, declares, and resolves as follows:
1 . The above recitals are true and correct.

2. The Governing Board hereby authorizes the Chief Executive Officer to finalize negotiations and execute an agreement with Uplight for Program services, pursuant to the terms described in the staff report and staff presentation associated with this item, for program services beginning on May 16, 2024, subject to approval by General Counsel.

Resolution No.

May 16, 2024

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

Exhibit A: Customer Agreement with Uplight
2 MASTER CUSTOMER AGREEMENT
THIS MASTER CUSTOMER AGREEMENT ("Agreement") is made as of [DATE] (the "Effective Date"), by and between UPLIGHT, INC., a Delaware benefit corporation ("Uptight") and Pioneer Community Energy Authority, a California joint powers authority ("Customer"). In consideration of the mutual promises and undertakings of the parties, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Up light and Customer agree as follows:

1. DEFINITIONS.

1.1 "Affiliate" means with respect to a party, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity, where "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such entity through the ownership of fifty percent (50%) or more of the outstanding voting securities.

1.2 "Confidential Information" means all information disclosed or made available by one • party to the other party in connection with this Agreement that is either identified as confidential or that should reasonably be understood to be confidential based on the nature of the information or the circumstances of its disclosure. Customer's Confidential Information includes Customer Data.

1.3 "Customer Data" means the Customer data supplied by Customer or Users directly to Uplight pursuant to this Agreement.

1.4 "Deliverable" any Customer-specific or Recipient-specific deliverable to be prepared by Uplight for Customer and delivered to Customer or a Recipient pursuant to a Statement of Work.

1.5 "Marks" means all trademarks, service marks, trade dress, trade names, domain names, corporate names, brand names, product names, proprietary logos, proprietary symbols, and all other indicia of origin.

1.6 "Personal Information" means any information relating to an identified or identifiable natural person, where an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

1. 7 "Recipient" means each customer of Customer that is designated to receive Deliverables pursuant to a Statement of Work.

1.8 "Services" means the services to be provided by Up light pursuant to a Statement of Work, including any Software Services.

1.9 "Software" means Uplight's software application or applications and any third-party or other software, and all new versions, updates, revisions, improvements and modifications of the foregoing, that Uplight uses to provide the Software Services.

1.10 "Software Services" means the Services offered by Uplight pursuant to a Statement of Work that utilize and rely upon the Software and the Uplight Platform, including, those Services relying on the Software to prepare Deliverables.

1.11 "Statement of Work" means a written statement of work executed by the parties that describes the specific Services to be performed by Uplight hereunder.

1.12 "Uplight Platform" means Uplight's proprietary data and analytics platform that enables the provision of the Software and the Software Services.

1.13 "Users" means each person authorized to access and use the Software Services.

2. STATEMENTS OF WORK.

2.1 Statements of Work. The specific Services to be performed by Uplight under this Agreement shall be set forth in one or more Statements of Work mutually agreed to by the parties. A Statement of Work shall not be binding unless signed by both parties, and upon such signing, shall be attached to and incorporated into this Agreement. Each Statement of Work shall be incorporated into, and shall be subject to, this Agreement. In the event of a conflict between the terms of this Agreement and any Statement of Work, the terms of this Agreement shall control.

2.2 [Reserved.]

2.3 Change Orders; Conflicts. In the event either party requires a material change to a Statement of Work, such party will provide a written change order to the other for approval, specifying the change required ( each a "Change Order"). Each party agrees that a Change Order may necessitate a change in the delivery schedule and fees due under the applicable Statement of Work. No Change Order will be binding upon either party until it is signed by the authorized representatives of both parties. Each Statement of Work and Change Order will be governed by the terms of this Agreement. In the event of a conflict between the terms and conditions of this Agreement and those of a Statement of Work or Change Order, the terms and conditions of this Agreement will control, unless specifically stated otherwise in the Statement of Work or Change Order with reference to this Agreement.

3. SERVICES.

3.1 Provision of Services. Uplight will provide the Services in accordance with this Agreement and the applicable Statement of Work. Except as otherwise expressly provided in a Statement of Work, all Services shall be deemed to be provided by Uplight at Uplight's facilities. For the purposes of 11 U.S.C § 365(n), the parties acknowledge and agree that this Agreement constitutes a grant oflicense to use intellectual property in software form, to Customer by Uplight.

3.2 Software Support Services; Service Levels. Uplight will provide the support services as specified in the applicable Statement of Work ("Support Services"). Uplight reserves the right to modify the Support Services in its reasonable discretion from time to time, which modifications shall become effective upon notice to Customer, provided, however, that no such modification will reduce the utility of the Support Services without Customer's prior written. consent. Each Statement of Work may include a service level agreement specifying Uplight's service level commitments with respect to the Services ("Service Levels").
2 3.3 Resources. Customer and Users shall be solely responsible for, at their own expense, acquiring, installing and maintaining all connectivity equipment, Internet and network connections, hardware, software and other equipment as may be necessary for its Users to connect to and obtain access to the Software Services.

3.4 Restrictions. Customer is responsible for the activities of all Users accessing the Software Services on Customer's behalf and will limit access to authorized Users. Except as expressly permitted in this Agreement or as otherwise authorized by Uplight in writing, Customer will not, and will not permit any User to: (a) modify, adapt, alter, translate, or create derivative works from the Software; (b) sub license, lease, rent, loan, sell, distribute, make available or otherwise transfer the Software Services to any third party; ( c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; ( d) interfere with the operation of the Software Services, the Software, or the Uplight Platform; (e) remove, alter, or obscure any proprietary notices (including copyright notices) of Uplight or its licensors contained within the documentation or displayed in connection with the Software Service; (f) use the Software Services except as expressly allowed under this Agreement; or (g) attempt to do any of the foregoing.

3.5 User Consent. Unless a Statement of Work specifies that Uplight will obtain User consents for the delivery of Software Services, Customer shall be solely responsible for the obtaining such consents and retaining all necessary records relating to such consents. Customer shall provide records of such consents to Uplight upon request.

3.6 Customer Obligations. The parties shall reasonably cooperate with each other to facilitate Up light's provision of the Services. Customer shall supply to Up light the Customer Data necessary for the Services. The parties shall use best efforts to identify all such Customer Data in the Statement of Work, provided that if other Customer Data is necessary to provide the Services, Customer will cooperate with Uplight in the provision of such Customer Data. In addition, Customer shall provide Uplight with such resources, information and assistance as Uplight may reasonably require in connection with the performance of the Services. Customer acknowledges and agrees that Uplight's ability to successfully perform the Services in a timely manner is contingent upon its receipt of the necessary Customer Data and the information, resources and assistance reasonably requested. Unless otherwise set forth in a Statement of Work, Customer shall be solely responsible for contracting with, and obtaining all necessary consents and approvals from, each Recipient or User to enable Uplight to provide the Services in accordance with the Statement of Work. Uplight shall have no liability for deficiencies in the Services resulting from Customer's failure to comply with the terms of this Section 3.6.

4. FEES AND PAYMENT.

4.1 Price. The agreed upon fees Services will be set forth in the applicable Statement of Work ("Fees"). Customer shall pay Uplight all such agreed upon Fees in accordance with the terms of this Agreement. Uplight represents and warrants that is an independent contractor for purposes of federal, state, and local taxes. Uplight agrees that Customer is not responsible to collect or withhold any such taxes, including income taxes withholding and social security contributions for Uplight. Any and all taxes, assessed, or levied as a result of this Agreement shall be paid or withheld by Uplight. Prices for any Services requested by Customer that are not set forth in the Statement of Work be charged as mutually agreed to by the parties in writing.
3 4.2 Payment. Customer will pay all Fees and expenses within 30 days after Customer's receipt of the applicable invoice for such Services. If Customer disagrees with any Fees set forth in an invoice, it shall notify Uplight of the dispute within 30 days after receipt of such invoice. The parties shall use commercially reasonable efforts to resolve such dispute. Should Customer fail to pay any undisputed invoice that is past due by 30 days or more, Uplight may issue a past due notice to Customer indicating Uplight's intent to revoke or suspend Services,. Uplight shall not suspend any part of the Services where:
(a) Customer is reasonably disputing any amount due to Uplight or (b) any unpaid but undisputed amount due to Uplight is less than ninety (90) business days in arrears. All payments received by Uplight are non-refundable except as otherwise expressly provided in this Agreement. All payments will be made in United States dollars. Uplight shall forward invoices in hardcopy format to [Pioneer Accounts Payable Address]. Any terms and conditions included in a Uplight invoice shall be deemed to be solely for the convenience ofUplight, and no such term or condition shall be binding upon the Customer.

4.3 Costs and Expenses. Customer shall reimburse Uplight for reasonable travel, lodging and meal expenses, and such other costs and expenses as Uplight may incur in connection with the performance of Services, at cost without any mark-up or profit factor added, and subject to Customer's pre-approval in writing and expense reimbursement policies.

5. PROPRIETARY RIGHTS; LICENSE.

5.1 Customer Data. As between the parties, Customer owns all right, title and interest in Customer Data, including all intellectual property rights therein. Any rights not expressly granted to Uplight hereunder are reserved by Customer, its licensors and suppliers. Subject to the terms and conditions of this Agreement, Customer hereby grants to Uplight, during the Term, a limited, non-exclusive, non-transferable, non-sub licensable license to use the Customer Data solely for the limited purpose of performing the Services for Customer under this Agreement. All Customer Data is considered Confidential Information and shall be treated in accordance with Section 8 hereunder. Uplight shall: (a) keep and maintain Customer Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Agreement and applicable law to a void unauthorized access, use, disclosure, or loss (b) use and disclose Customer solely and exclusively for the purposes of providing the Services, such sue and disclosure being in accordance with this Agreement, and applicable law; ( c) allow access to Customer Data only to those employees of Uplight who are directly involved with and responsible for providing the Services; and ( d) not use, sell, rent, transfer, distribute, or otherwise disclose or make available Customer Data for Uplight's own purposes or for the benefit of anyone other than Customer without Customer prior written consent. In the event Customer gives Uplight written notice of a "litigation hold", then as to all data identified in such notice Up light shall, at no additional cost to Customer, isolate and preserve all such data, pending receipt of further direction from Customer. Uplight shall not refer to Customer directly or indirectly in any advertisement, news release, or publication, or use any Customer logo, seal or mark, without prior written approval from Customer.

5.2 Deliverables. Except as otherwise provided herein, all Deliverables created specifically and exclusively for Customer ("Work Product") shall be owned by Customer. Notwithstanding the foregoing, as between the parties, Uplight shall retain ownership of all Uplight Property incorporated into the Deliverables. Subject to the terms of this Agreement, Uplight grants to Customer a non-exclusive, perpetual, non-transferable license, without rights to sublicense, to use any Uplight Property that is incorporated in the Customer Deliverables, solely for Customer's use of such Customer Deliverables in accordance with this Agreement. Customer shall not delete, alter, cover, or distort any copyright, 4 trademark, or other proprietary rights notice placed on any Deliverable and shall ensure that all such notices are reproduced on all copies thereof. All rights in the Uplight Property not expressly granted to Customer in this Agreement are reserved by Uplight.

5.3 Uplight Property. All proprietary technology, tools, inventions, information, works of authorship, designs, data (other than Customer Data), developments, programs, and similar resources utilized, developed, or delivered by or on behalf of Uplight in connection with this Agreement, and all updates or enhancements thereto, and all intellectual property right therein (collectively, "Uplight Property") are the exclusive property of Uplight, its licensors and suppliers. Uplight or its third-party licensors retain ownership of all right, title and interest to the Uplight Property, including the Uplight Platform, the Software, Uplight's databases (and all data therein except for Customer Data), all associated forms, reports and documentation, customizations and enhancements, and all processes, know-how, methodology and the like utilized or created by or on behalf of Uplight in performing under this Agreement.

5.4 Metric Data. Uplight retains ownership of any non-personally identifiable usage data or information regarding the Uplight Platform, the Software, or the Software Services, including any such data resulting from the use or access to the Uplight Platform or Software that provides Uplight with know-how about how Users use the Software Services ("Metric Data"). In no case will Uplight use or disclose any Metric Data in any way that could identify Customer, Users, Recipients, or any third party.

5.5 Trademarks. Each party hereby grants to the other party the right and license to use its Marks during the Term solely in order to perform its obligations as set forth in the Statement of Work; provided that such use shall be in strict accordance with any usage guidelines provided by the owner of the Marks. Neither paiiy's use of the other party's Marks creates any ownership right in the Marks. Each party is the sole and exclusive owner of all right, title and interest in and to their respective Marks, and all uses of the Marks and all goodwill associated with the Marks will inure to the benefit of the owner of the Mark. Neither party shall delete, alter, cover, or distort any proprietary rights notice associated with the other paiiy's Marks and shall ensure that all such notices are reproduced on all copies thereof. Except for the limited license granted to Customer and Uplight in this Section 5.5, all other rights in the Marks are reserved.

6. WARRANTIES AND REPRESENTATIONS

6.1 Software Services Warranties. During the term of each applicable Statement of Work, Uplight wairnnts that the applicable Software Services will perform substantially in accordance with this Agreement, the applicable Statement of Work, and the current documentation provided by Uplight.

Uplight does not warrant that the Software Services will be completely error-free or uninterrupted, provided that Uplight remains obligated to provide the Support Services and to achieve the Service Levels as specified in this Agreement. Provided that Customer notifies Uplight in writing of the breach within 30 days of the delivery of the defective Software Services, specifying the breach in reasonable detail, Uplight will, at its own expense, use commercially reasonable efforts to correct or provide a workaround for the error or defect causing the breach. If, however, Uplight is unable to provide a correction or workaround for any such error or defect within 60 days after receiving notice thereof from Customer, Customer may terminate this Agreement upon notice to Uplight and, as its sole obligation, Uplight shall refund the amounts paid by Customer for the Software Services for the period during which the Software Services failed to conform to this warranty. The warranties set forth in this Section 6.1 do not cover or apply to 5 errors addressed under the Service Levels or any error resulting from use of the Software Services not in accordance with this Agreement.

6.2 Professional Service Warranties. For any Services to be provided that are not Software Services, Uplight warrants that such Services will be performed in a professional manner consistent with industry standards. Uplight shall, re-perform the Services which gave rise to the breach or, at Uplight's option, refund the fees paid by Customer for the Services which gave rise to the breach; provided that Customer shall notify Uplight in writing of the breach within 30 days following performance of the defective Services, specifying the breach in reasonable detail.

6.3 Warranties. Uplight represents and warrants that: (a) it is in the business of providing the Services; (b) the Services are fit for the ordinary purposes for which they will be used; ( c) it acknowledges that Customer is relying on its representation of its experience and expert knowledge, and that any substantial misrepresentation may result in damage to Customer; ( d) it knows the particular purpose for which the Services are required by Customer; ( e) it is the lawful licensee or owner of the Services ( excluding any Customer Data therein) and has all the necessary rights in the Services to grant the use of the Services to Customer; (f) the Services and any other work performed by Uplight hereunder shall not infringe upon any United States or foreign copyright, patent, trade secret, or other proprietary right, or misappropriate any trade secret, of any third-party, and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, title, or interest to any technology or intellectual property right that would conflict with its obligations under this Agreement; (g) it shall disclose any third-party (which shall, for purposes of this Agreement, be deemed a subcontractor) whose intellectual property is incorporated into the Services or who is necessary for the performance of the Services and it shall maintain in-force written agreements with such third-party, if any, for the term of this Agreement; (h) it has the expertise to perform the Services in a competent, workmanlike, and professional manner and in accordance with the highest professional standards; (i) the Services will conform in all material respects to the specifications, functions, descriptions, standards, and criteria set forth in the Statements of Work and the Documentation; G) it is a business duly incorporated, validly existing, and in good standing under the laws of its state of incorporation; (k) it has all requisite corporate power, financial capacity, and authority to execute, deliver, and perform its obligations under this Agreement; (1) it shall comply with all applicable federal, state, local, or other laws and regulations applicable to the performance by it of its obligations under this Agreement and shall obtain all applicable permits and licenses required of it in connection with its obligations under this Agreement; and (m) there is no outstanding litigation, arbitrated matter or other dispute to which it is a party which, if decided unfavorably to it, would reasonably be expected to have a potential or actual material adverse effect on its ability to fulfill its obligations under this Agreement.

6.4 Right to Customer Content. Customer represents and warrants that it has the right to use the Customer Marks and Customer Data as contemplated by this Agreement, and to direct Uplight to use the Customer Marks and Customer Data as part of the Services provided to Customer under this Agreement.

7. INDEMNIFICATION. General Indemnification. Uplight agrees to indemnify, defend, and hold harmless Customer and its elected officials, officers, directors, agents, attorneys and employees ( each, an "Indemnitee") from and against any and all liabilities, damages, losses, expenses, claims, demands, suits, fines, or judgments ( each, a "Claim," and collectively, the "Claims"), including reasonable attorneys' fees, 6 costs, and expenses incidental thereto, which may be suffered by, incurred by, accrued against, charged to, or recoverable from any Indemnitee, by reason of any Claim arising out of or relating to any act, error or omission, negligence, or misconduct of Uplight, its officers, directors, agents, employees, and subcontractors, during the perf01mance of this Agreement, including, without limitation, Claims arising out of or relating to: (a) bodily injury (including death) or damage to tangible personal or real property; (b) any payment required to be paid to subcontractors, if any, of Up light; ( c) any material misrepresentation or breach of warranty of any representation or warranty set forth in this Agreement; ( d) any destruction, or unauthorized access, use, or theft of Customer Data ( collectively, "cyber theft") or, ( e) any material breach of any covenant set forth in this Agreement; provided, however, that the foregoing indemnity shall not apply to the extent that the applicable Claim resulted from the sole negligence or willful misconduct of an Indemnitee.

Proprietary Rights Indemnification. Uplight agrees to indemnify, defend, and hold harmless Indemnitees from and against any and all Claims, including reasonable attorneys' fees, costs, and expenses incidental thereto, which may be suffered by, incurred by, accrued against, charged to, or recoverable from any Indemnitee, by reason of any Claim arising out of or relating to the Services allegedly or actually infringing or misappropriating any United States or foreign patent, copyright, trade secret, trademark, or other proprietary right. In the event that Uplight is enjoined from providing the Services and such injunction is not dissolved within thirty (30) calendar days, or in the event that Customer is adjudged, in any final order of a court of competent jurisdiction from which no appeal is taken, to have infringed upon or misappropriated any patent, copyright, trade secret, trademark, or other proprietary right in the access or use of the Services, then Uplight shall, at its expense: (a) obtain for Customer the right to continue using such Services; (b) replace or modify such Services so that they do not infringe upon or misappropriate such proprietary right and is free to be used by Customer; or, ( c) in the event that Uplight is unable or determines, in its reasonable judgment, that it is commercially unreasonable to do either of the aforementioned, Uplight shall reimburse to Customer any prepaid fees and the full cost associated with any Transition Services.

Indemnification Procedures. Promptly after receipt by Customer of a threat, notice, or filing of any Claim against an Indemnitee, Customer shall give notice thereof to Uplight, provided that failure to give or delay in giving such notice shall not relieve Uplight of any liability it may have to the Indemnitee except to the extent that Uplight demonstrates that the defense of the Claim is prejudiced thereby. Uplight shall have sole control of the defense and of all negotiations for settlement of a Claim and Customer shall not independently defend or respond to a Claim; provided, however, that: (a) Customer may defend or respond to a Claim, at Uplight's expense, if Customer's counsel determines, in its sole discretion, that such defense or response is necessary to preclude a default judgment from being entered against an Indemnitee; and, (b) Customer shall have the right, at its own expense, to monitor Uplight's defense of a Claim. At Uplight's request, Customer shall reasonably cooperate with Uplight in defending against or settling a Claim; provided, however, that Uplight shall reimburse Customer for all reasonable out-of-pocket costs incurred by Customer (including, without limitation, reasonable attorneys' fees and expenses) in providing such cooperation.

Third-Party Beneficiaries. Nothing, express or implied, in this Agreement is intended to benefit, or to create or be construed to create any rights of enforcement in any persons or entities who are neither signatories to this Agreement nor Indemnitees.
7 8. CONFIDENTIALITY .
. 8.1 Obligations. Each party agrees that it will (a) hold the other party's Confidential Information in confidence using the same standard of care as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; (b) not disclose the Confidential Information of the other to any third party without the other's prior written consent, except as expressly permitted under this Agreement; and ( c) limit access to the other's Confidential Information to those of its employees or agents having a need to know who are bound by confidentiality obligations at least as restrictive as those set forth herein. Notwithstanding the foregoing, (i) either party may make disclosures as required or requested by a court of law or any governmental entity or agency, provided that such party provides the other with reasonable prior notice to enable such party to seek confidential treatment of such information. It is understood that the Customer is subject to the California Public Records Act (Gov. Code § 6250 et seq.). If a request under the California Public Records Act is made to view Uplight's Confidential Infonnation, Customer shall notify Up light of the request and the date that such records will be released to the requester unless Uplight obtains a court order enjoining that disclosure. If Uplight fails to obtain a court order enjoining that disclosure, the Customer will release the requested information on the date specified.

8.2 Exclusions. The restrictions on the use and disclosure of Confidential Information shall not apply to any Confidential Information, or portion thereof, which (a) is or becomes publicly known through no act or omission of the receiving party; (b) is lawfully received from a third party without restriction on disclosure; ( c) is already known by the receiving party at the time it is disclosed by the disclosing party, as shown by the receiving party's written records; or (d) is independently developed by the receiving party without reference to the other's Confidential Information, as shown by the receiving party's written records.

8.3 Personal Information. Any Personal Information shall remain Confidential Information subject to the nondisclosure obligations of this Agreement notwithstanding the applicability of any exclusions set forth in Section 8.2. Uplight will not process Customer Data that is Personal Information other than on Customer's documented instructions unless processing is required by applicable laws, in which case Uplight shall to the extent permitted by law inform Customer of that legal requirement before processing such Personal Information. For the avoidance of doubt, the Agreement and any related Statement of Work entered into by Customer shall constitute documented instructions for the purposes of this Section. Each party will comply with all applicable laws, rules, and regulations to which it is subject in the processing of Personal Information.

8.4 Injunctive Relief. Each party acknowledges that a breach or threatened breach of this Section 8 would cause irreparable harm to the non-breaching party, the extent of which would be difficult to ascertain. Accordingly, each party agrees that, in addition to any other remedies to which a party may be legally entitled, the non-breaching party shall have the right to seek immediate injunctive or other equitable relief in the event of a breach of this Section 8 by the other party or any of its employees or agents.

9. INFORMATION SECURITY.

9.1 Safeguards. Uplight will take reasonable and appropriate steps to protect the security, privacy, and confidentiality of the Confidential Information, including any Confidential Information that 8 includes Customer Data ("Safeguards"). Safeguards are reasonable and appropriate when they (a) adequately address all reasonably foreseeable threats to such Confidential Information (b) are appropriate to the quantity, sensitivity, and type of Confidential Information accessed and the way that information will be accessed, (c) are well-suited to the size, scope, resources, and commercial context of the party's business, and ( d) comply with all laws, regulations, and enforceable government rules or directives applicable to Uplight in connection with its access to any Confidential Information. Uplight will establish, implement, and maintain a reasonable program of organizational, operational, administrative, physical, and technical Safeguards appropriate to: (i) prevent any unauthorized access to, or destruction, use, modification, or disclosure of Confidential Information, including but not limited to secure disposal of Confidential Information, and (ii) comply with and meet all applicable laws.

9.2 Assurances. When reasonably requested, Uplight will provide Customer with reasonable assurances in writing that it has implemented all of the Safeguards required in this section 9.2, which will include providing accurate and complete information as the receiving party may reasonably request in written questionnaires. Uplight shall be responsible for establishing, maintaining, and providing a written description to Customer of a data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that is designed to: (a) ensure the security and confidentiality of the Customer Data; (b) protect against any anticipated threats or hazards to the security or integrity of the Customer Data; ( c) protect against unauthorized disclosure, access to, or use of the Customer Data; ( d) ensure the proper disposal of Customer Data; and, ( e) ensure that all employees, agents, and subcontractors of Uplight, if any, comply with all of the foregoing. In no case shall the safeguards of Uplight's data privacy and information security program used to protect Customer Data be less stringent than the safeguards used by Uplight for its own data.

If the Services include handling credit card information, then the Up light shall comply at all times with all applicable Payment Card Industry Data Security Standards (PCI-DSS). Uplight agrees and warrants that it is responsible for the security of "cardholder data" that Uplight possesses, stores, processes or transmits on behalf of the Customer, and for any impact on the security of Customer's cardholder data environment adversely affected by any failure of Company to maintain compliance with provisions of the PCI-DSS applicable to the Services.

9.3 Loss or Unauthorized Access to Data. In the event of any act, error or om1ss10n, negligence, misconduct, or breach that permits any unauthorized access to, or that compromises or is suspected to compromise the security, confidentiality, or integrity of Customer Data or the physical, technical, administrative, or organizational safeguards put in place by Uplight that relate to the protection of the security, confidentiality, or integrity of Customer Data, Uplight shall, as applicable: (a) notify Customer as soon as practicable but no later than twenty-four (24) hours of becoming aware of such occurrence; (b) cooperate with Customer in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise required by Customer; ( c) in the case of Customer Confidential Information, at Customer's sole election, (i) notify the affected individuals who comprise the Customer Confidential Information as soon as practicable but no later than is required to comply with applicable law including, but not limited to, the provisions of California Civil Code Section 1798.82, or, in the absence of any legally required notification period, within five (5) calendar days of the occurrence; or, (ii) reimburse Customer for any costs in notifying the affected individuals; ( d) in the case of Customer Confidential Information, provide third-party credit and identity monitoring services to each of the affected individuals who comprise the Customer Confidential Information for the period required to comply with applicable law, or, in the 9 absence of any legally required monitoring services, for no less than twelve (12) months following the date of notification to such individuals; ( e) perform or take any other actions required to comply with Applicable Laws as a result of the occurrence; (f) without limiting Customer's obligations of indemnification as further described in this Agreement, indemnify, defend, and hold harmless Customer for any and all Claims (as defined herein), including reasonable attorneys' fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from Customer in connection with the occurrence; (g) be responsible for recreating lost Customer Data in the manner and on the schedule set by Customer without charge to Customer; and, (h) provide to Customer a detailed plan within ten (10) calendar days of the occurrence describing the measures Up light will undertake to prevent a future occurrence. This Section shall survive the termination of this Agreement.

9.4 Controls. Uplight will maintain controls appropriate to limit access to Confidential Information to its employees and third parties that (a) have a legitimate need to access that information to provide services pursuant to this Agreement, and (b) have agreed in writing to be bound by an appropriate confidentiality agreement, and to take reasonable and appropriate steps to detect unauthorized access, use or disclosure to unauthorized persons or for unauthorized purposes.

10. TERM; TERMINATION.

10.1 Term of Agreement. The term of this Agreement shall commence on the Effective Date and shall continue for as long as any applicable Statement of Work associated herewith remains in effect or as long as Uplight continues to provide Customer with the Services hereunder, whichever is longer (the "Term"). In the event that this Agreement expires or is terminated, the Term may be resumed upon subsequent agreement to an additional Statement of Work referencing this Agreement. Each Statement of Work will include its own term.

10.2 Termination. Customer may terminate this Agreement and/or any Order Form(s) and/or subscriptions Term at any time and for any or no reason upon thirty (30) days written notice to Uplight.

Either party may terminate a Statement of Work in the event that the other party is in default with respect to any material term or condition of the Statement of Work and such default continues umemedied for a period of 30 days following written notice of such default. Either party may terminate this Agreement or any Statement of Work in the event that the other party: (a) is in default with respect to a material term of this Agreement ( exclusive of any Statements of Work) and such default continues umemedied for a period of 30 days following written notice of such default; (b) shall formally declare bankruptcy, insolvency, reorganization, liquidation, or receivership; or ( c) shall have instigated against it bankruptcy, insolvency, reorganization, liquidation, or receivership proceedings, and shall fail to remove itself from such proceedings within 30 days from the date of institution of such proceedings. The termination or expiration of a single Statement of Work shall not cause the automatic termination of any other Statement of Work.

10.3 Effect of Termination. Upon the expiration or termination of this Agreement or any Statement of Work: (a) each party shall return the other's Confidential Information in its possession or control in a usable format and at no additional cost, provided that such party may retain that portion of Confidential Information relating to any Statement of Work not so terminated or expired, (b) all amounts owed to Uplight under any portion of the terminated Agreement or Statement of Work which accrued before such termination or expiration will be immediately due and payable, ( c) all licenses granted under this Agreement will immediately terminate, except for any licenses relating to Statements of Work not 10 terminated, ( d) Customer must promptly discontinue all access and use of the Services and return or destroy, all copies of the documentation in Customer's possession or control, except to the extent relating to any Statement of Work not terminated, and ( e) Uplight will promptly return, destroy or erase all Customer Data not necessary for continued performance under any remaining Statements of Work, except that Uplight may retain Customer Data in Uplight's archived backup files. Sections 1, 4, 5, 6, 7, 8, 10.3, 14, and 15, along with those provisions which, by their nature, are intended to survive the expiration or tennination of this Agreement will survive the expiration or termination of this Agreement for any reason.

In no event will Customer be liable to Uplight for any early termination fees, charges or penalties.

Uplight will provide to Customer and/or to the vendor selected by Customer ("Successor Vendor") assistance reasonably requested by Customer to effect the orderly transition of the Services, in whole or in paii, to Customer or to Successor Vendor ("Transition Services") following the termination of this Agreement, in whole or in part. All applicable terms and conditions of this Agreement shall apply to the Transition Services. Unless otherwise instructed by Customer, upon expiration or termination of this Agreement and/or any Order Form(s), Uplight will do the following at no additional charge: (a) within ten (10) business days, meet and confer with Customer and discuss the manner and method Uplight will return all Customer Data to Customer, it being agreed that such material shall be provided to Customer in human readable format unless otherwise specifically approved in advance and in writing by Customer; (b) continue to provide the Service to Customer until the effective date of such expiration or termination provided Customer continues to pay for the Service through such date; ( c) wind down the Service in a professional and cost-effective manner, (d) develop a plan for the orderly transition of the terminated Services from Uplight to Customer or Successor Vendor; ( e) if required, transfer the Customer Data to Successor Vendor; (f) use commercially reasonable efforts to assist Customer in acquiring any necessary rights to legally and physically access and use any third-party technologies and documentation then being used by Uplight in connection with the Services; (g) use commercially reasonable efforts to make available to Customer, pursuant to mutually agreeable terms and conditions, any third-party services then being used by Uplight in connection with the Services, and (h) within thirty (30) days, refund to Customer all pre-paid, unused fees. Uplight will deliver to Customer a certification, executed by an authorized representative of Uplight, that no copies of any Customer Data have been retained by Uplight or any Uplight Party. This Section shall survive the termination of this Agreement.

11. INSURANCE.
lLl Insurance Coverages. At all times during the performance of this Agreement, the Uplight shall, at its expense, maintain the following insurance policies:
(a) Workers Compensation Insurance. Uplight shall maintain workers compensation as required under any workers compensation or similar law in the jurisdiction where the Services are performed and employer's liability insurance. Employer's liability limits shall not be less than $1,000,000 each accident for bodily injury by accident or $1,000,000 each employee for bodily injury by disease. (b) General Liability Insurance. Uplight shall maintain commercial general liability with a limit of not less than $1,000,000 each occurrence and $2,000,000 aggregate. The policy shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury and liability assumed under an insured contract (including the tort liability of another assumed in a business contract).
11 (c) Automobile Liability Insurance. Uplight shall maintain automobile liability with a limit of not less than $1,000,000 combined single limit. Such insurance shall cover liability arising out of any auto (including owned, hired, and non-owned autos). ( d) Cyber Liability and Professional Liability Insurance. Up light shall maintain cyber liability coverage and errors and omissions liability coverage appropriate relating to any professional services to be provided under a Statement of Work. Coverage shall apply to economic damages resulting from Uplight's performance or non-performance of the Services defined in this Agreement. Coverage shall be maintained in an amount of at least $15,000,000 per occurrence and aggregate. (e) Excess/Umbrella Liability Insurance. Uplight shall maintain commercial excess or umbrella liability insurance excess of employer's liability, general liability and automobile liability with a limit of not less than $15,000,000 per occurrence.

11.2 Policy Requirements. All coverage required to be maintained by Uplight under this Agreement shall be endorsed to include the Customer as additional insureds ( except for Uplight's Professional Liability, Employer's Liability and Worker's Compensation insurance). Should any of the above described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions, which at minimum shall require that Customer be given no less than thirty (30) calendar days prior written notice of any cancellation thereof or material charge therein.

The liability policies shall be primary without right of contribution from Customer, and Uplight waives all rights of subrogation with respect to said policies Uplight shall provide certificates of insurance evidencing the coverages and endorsements required herein on or before Effective Date and, during the Term, at Customer's request. All of the Uplight's insurers must have a minimum rating by A.M. Best of A VIII.

12. RECORDS; AUDIT. At all times during the Term, and for at least 3 years after termination of this Agreement (the "Audit Period"), Uplight will maintain complete and accurate records of all information relevant to Uplight's performance related to this Agreement. During the Audit Period, Customer will have the right no more frequently than once in any 12-month period, during normal business hours and upon at least 5 business days prior notice, to audit Uplight's records relating to Uplight's performance under the Agreement. The audit will be conducted at Customer's expense, unless the audit reveals that Uplight has materially failed to comply with this Agreement, in which case Uplight shall reimburse Customer for the cost of the audit.

13. PERSONNEL; SUBCONTRACTING.

13.1 Subcontracting. Uplight will not subcontract or otherwise delegate any of its obligations under this Agreement without Customer's express prior written consent on a case-by-case basis. Upon receipt of such consent, before allowing any subcontractor to begin performing services, Uplight will enter into a binding written agreement with such subcontractor that protects Customer's rights and interests to at least the same degree as this Agreement. Uplight will be responsible for the direction and coordination of the services of each subcontractor. Customer will have no obligation to pay any subcontractor directly.

Notwithstanding the foregoing, Customer agrees that following shall not constitute "subcontracting" under this Agreement: (a) use of personnel, including individuals acting through professional service corporations and other entities who are retained on a "staff augmentation" basis as independent contractors; and (b) use of third paiiy service providers that perform back-office, operational or fulfillment 12 support for Uplight ( e.g., print and mail vendors, email or telephonic communication vendors and information technology hosting and infrastructure vendors).

14. LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY

CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES,

INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15. GENERAL.

15.1 Governing Law. The laws of the State of California govern this Agreement and any matters related to this Agreement, including the interpretation, construction, and enforcement of this Agreement, without regard to any conflicts of laws principles that would require the application of the laws of a different jurisdiction.

15.2 Venue. Any party bringing a legal action or proceeding against the other party arising out of or relating to this Agreement, including to interpret or enforce any provision of this Agreement, shall bring the legal action or proceeding only in the state or federal courts in Placer County, California. Each paiiy consents and submits to the exclusive jurisdiction and venue of those courts for the purpose of all legal actions and proceedings arising out of or relating to this Agreement. Each party irrevocably waives ( a) any objection that party may have to the venue of any such proceeding or legal action brought in those courts, and (b) any defense of inconvenient forum for the maintenance of a proceeding or legal action brought in those courts. Each party consents to process being served by any party to this Agreement in any action or legal proceeding by delivery in accordance with the notice provisions in this Agreement.

15.3 Relationship of Parties. The relationship of the parties established under this Agreement is that of independent contractors and neither party is a partner, employee, agent, or joint venture partner of or with the other, and, except as expressly set forth in this Agreement, neither party has the right or authority to assume or create any obligation on behalf of the other party. In recognition of Uplight's status as an independent contractor, Customer shall carry no Workers' Compensation insurance or any health or accident insurance to cover Uplight or Uplight's agents or staff, if any. Customer shall not pay any contributions to Social Security, unemployment insurance, federal or state withholding taxes, any other applicable taxes whether federal, state, or local, nor provide any other contributions or benefits which might be expected in an employer-employee relationship. Neither Uplight nor its staff, if any, shall be eligible for, participate in, or accrue any direct or indirect benefit under any other compensation, benefit, or pension plan of Customer.

15.4 Assignment. Neither party shall assign any of its rights under this Agreement, except with the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the previous sentence, Uplight may assign its rights and obligations under this Agreement to a parent, affiliate, or subsidiary, or to a successor, whether by way of merger, sale of all or substantially all of its assets, or otherwise but must provide notice of such assignment to Customer. Any purported or attempted assignment in violation of this paragraph is void and of no force or effect.

15.5 Notices. Each party providing a notice required to be given or delivered under this Agreement shall provide such notice in writing and deliver such notice using one of the following 13 methods: (a) personal delivery, (b) registered or certified mail, in each case, return receipt requested and postage prepaid, ( c) nationally recognized overnight courier specifying next day delivery and notification of receipt, or ( d) electronic mail. Operational approvals and consents required under this Agreement may be delivered by e-mail. The parties agree that a notice meeting all requirements of this Section is effectively received: (i) upon personal delivery to the party to be notified, (ii) 3 business days after having been sent by registered or certified mail, or (iii) one day after deposit with a nationally recognized overnight courier, or (iv) on the date on which such notice is delivered by e-mail transmission. A party shall deliver notices to the following addresses:

If to Customer:

Attn:

Email: ----- ----
If to Up light:

Uplight, Inc.

Attn: Legal Department
2530 Junction Place, 2nd Floor
Boulder, CO 80301
Email: [email protected]
or to such other address, electronic mail address, or facsimile number as a party may designate by ten days' advance written notice to the other parties

15.6 Severability. If a provision of this Agreement is unenforceable, invalid, or illegal, then the intent of the parties is that (a) the validity, legality, and enforceability of the remaining provisions of the Agreement remain in force and not be affected in any way, and (b) the unenforceable, invalid, or illegal provision remain in force, and be interpreted or reformed to accomplish the objectives of such provision, to the greatest extent possible under applicable law.

15. 7 Delays and Omissions; Waiver. No delay or failure of a party to exercise any rights, powers, or remedies, or to require satisfaction of a condition, will impair any such right, power, remedy, or condition, nor will any delay or omission be construed to be a waiver of any breach, default, or noncompliance under this Agreement. No waiver or failure to enforce any provision of this Agreement on one occasion constitutes a waiver of any other provision or of the same provision on any other occasion.

To be effective, a waiver must be in writing signed by the party granting the waiver, and will be effective only to the extent specifically set forth in such writing.

15.8 Attorneys' Fees. In any action, arbitration, or other proceeding brought in connection with this Agreement, a prevailing party shall be entitled to recover from the other party, and the other party shall pay, the prevailing party's reasonable attorneys' fees, costs, and expenses, in each of the foregoing cases, that are incurred in connection with such action, arbitration, or proceeding. A prevailing party's right to recover reasonable attorneys' fees, costs, and expenses is to be proportional to the amount of claims on which the party actually prevailed in relation to the total amount of claims alleged, pursued, or brought by that party.

15.9 Third Party Beneficiaries. Except with respect to any provision expressly designating a third paiiy as a beneficiary of this Agreement, nothing in this Agreement, express or implied, confers or is intended to confer upon or give to any person or entity, other than the parties, any interests, rights, 14 remedies or other benefits with respect to or in connection with this Agreement. The express designation of a third party beneficiary (if any) is limited to only those rights expressly identified by the designation.

15.10 Successors and Assigns. Except as otherwise expressly provided in this Agreement, this Agreement inures to the benefit of and binds the parties and such parties' permitted successors, assignees, and other legal representatives.

15.11 Counterparts. The parties may execute the Agreement in several counterparts, each of which constitutes an original and all of which, taken together, constitute one agreement. The Parties agree that a facsimile or PDF signature may substitute for and have the same legal effect as the original signature.

15.12 Force Majeure. Other than any default in payment obligations, neither party shall be liable for any breach of the Agreement, or for any delay or failure of performance, resulting from any cause beyond that party's reasonable control, including the weather, civil disturbances, acts of civil or military authorities, acts of war or terrorism, or acts of God. However, the delayed party shall use its best efforts to minimize the delays caused by any such event beyond its reasonable control. Where Uplight fails to use its best efforts to minimize such delays, the delays shall be included in the determination of Service Level achievement. The delayed party must notify the other party promptly upon the occurrence of any such event, or performance by the delayed party will not be considered excused pursuant to this Section, and inform the other party of its plans to resume performance. A force majeure event does not excuse Uplight from providing Services and fulfilling its responsibilities relating to the requirements of backup and recovery of Customer Data. In no event shall any of the following constitute a force majeure event:
(a) failure, inadequate performance, or unavailability of Uplight's subcontractors, if any; or, (b) configuration changes, other changes, Viruses, or other errors or omissions introduced, or permitted to be introduced, by Uplight that result in an outage or inability for Customer to access or use the Services.

15.13 Compliance with Law. Each party shall comply with all laws, rules, and regulations, applicable to that party in connection with this Agreement, including all applicable export and import control laws and regulations. Uplight shall comply with Customer policies and procedures where the same are posted, conveyed, or otherwise made available to Uplight.

15.14 Cumulative Remedies. The rights and remedies under the Agreement are not exclusive, and may be exercised alternatively or cumulatively, with any other rights and remedies available under the Agreement or in law or equity.

15.15 Time is of the Essence. Time is of the essence in every provision of this Agreement in which time for performance is a factor.

15.16 Authority. Each Party represents and warrants that the individual signing below, the individual signing any Statement of Work or Change Order, as well as any approvals hereunder, has and shall have all requisite power and legal authority to bind the Party on whose behalf he/she is signing to that Party's obligations hereunder or under any Statement of Work or Change Order.

15.17 Drafting Party. This Agreement shall be construed without regard to the party that drafted it. Any ambiguity shall not be interpreted against either party and shall, instead, be resolved in accordance with other applicable rules concerning the interpretation of contracts. 15 15.18 No Recourse against Constituent Members of Customer. Customer is organized as a Joint Powers Authority in accordance with the Joint Powers Act of the State of California (Government Code Section 6500 et seq.) pursuant to a Joint Powers Agreement dated _______ , and is a public entity separate from its constituent members. Customer shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. Up light shall have no rights and shall not make any claims, take any actions or assert any remedies against any of Customer's constituent members in connection with this Customer.

15.19 Entire Agreement. This Agreement, together with all attached Exhibits and Statements of Work, each of which is incorporated, collectively constitutes the final agreement between the parties and is the complete and exclusive expression of the parties' agreement to the matters contained in the Agreement. The Agreement supersedes and merges all prior and contemporaneous understandings, agreements, and representations among the parties that may have related in any way to the subject matter of this Agreement.

IN WITNESS WHEREOF, the duly authorized representatives of Uplight and Customer have executed this Agreement as of the Effective Date.

UPLIGHT, INC. [CUSTOMER NAME]
Signature Signature
Name Name
Title Title
16 Plf)NEER

COMMUNITY ENERGY
Staff Report - Item 3
To: The Governing Board
From: Donald Eckert, Chief Executive Officer
Item 3: Goals and Metrics for the Fiscal Year 2024-2027 Strategic Plan Date: 5/16/2024

ACTION REQUESTED
Provide direction on the Priorities for Pioneer as part of the development of Pioneer Community Energy's ("Pioneer") Fiscal Year ("FY") 2024-2027 Strategic Plan.

RECOMMENDATION
There is no recommendation in this report.

BACKGROUND
At the September 16, 2021, Board meeting, the Board adopted the FY 2021 -2024 Strategic Plan.

At the March 21, 2024, Board meeting, staff reviewed progress on goals of each priority in the FY 2021-2024 Strategic Plan and a preview of schedule and expectations for the development of the FY 2024-2027 Strategic Plan.

At the April 29, 2024, Board meeting, the Board discussed and provided direction on the Strategic Priorities and goals supporting those priorities.

ANALYSIS & DISCUSSION
At the April 25th Board meeting, considerable progress was made towards establishing Strategic Priorities and Goals. The next step is to apply metrics to gauge success.

On the following pages are priorities from the April 29th Board meeting and proposed metrics for discussion purposes:

Page 1 of 4 ends

Agenda Item: 3 Agenda Date: 5/16/2024
Strateaic Prioritv· Communitv Partner
Goals: Metrics:

Strengthen market share and brand 85% participation rate for existing member agencies awareness through engagement 95% participation rate for exPansion territories
Engage Community Advisory Committee to Representation of at least 75% of member agencies on the advance our Priorities Communitv Advisory Committee
Prioritize regional procurement supporting Support local power development and investments community reinvestment Prioritize local Procurement when aoorooriate
Develop strategic partnerships with regional Membership in local Chambers of Commerce serving 100% of our agencies and local businesses member agencies
Partnership with statewide entities like Rural County
Representatives of CA, League of Cities, etc.

Increased visibility in Placer Business Alliance via their annual summit and exploration of additional partnership opportunities (fundino research Proiects etc.)
Be an advocate for our customers in Funding of lobbyists to support issues more impactful to Pioneer legislative and regulatory issues such as biomass development and Fast Trip outages Leverage our membership with CalCCA to support ratepayers on threats from the CPUC or Leoislators
Strateaic Prioritv· Great Place to Work
Goals: Metrics:

Competitive Compensation and Benefits Annual review of health and welfare through the budget process Triennial compensation study
Annual Employee Survey Achieve minimum score of 80% from employees of either neutral to satisfied with Pioneer
Employee Engagement Achieve agency wide 100 hours per year of volunteer work in the service territory
Achieve minimum of 75% of employee participation in agency soonsored events oer vear
Culture of High-Performing Workforce Support professional development of the staff with at least one aoency sponsored trainino per year
Strateaic Prioritv · Fiscallv Focused or Fiscallv Strona & Resilient Goals: Metrics:

Pursue expansion with like-minded Consideration of expansions must result in a positive impact communities resultino in a stronoer JPA assessment study Adopt budgets that supports credit rating Exceed minimum 160 days of expense coverage Exceed S&P's Fixed Charge Coverage Ratio
Exceed S&P's Acceotable Debt Ratio
Adopt rates that create ratepayer value and Rate changes that are a balance between providing a discount to suoPorts Pioneer's lono -term health PG&E's oeneration rate and maintain proper cash reserves Financial audits with no significant Fund resources to ensure proper separation of duties and deficiencies or material weaknesses comPliance with aoency policies Prioritize community reinvestment that is Invest in sponsorships that enhance Pioneer's reputation and are strategic and responsible consistent with existing Sponsorship Policy Ensure suoolier diversitv and comPliance with GO156

Page 2 of 4 ends

Agenda Item: 3 Agenda Date: 5/16/2024
Strateaic Prioritv· Exceotional Customer Exgerience
Goals: Metrics:

Stable and comoetitive rates Consistently achieve lower rates than PG&E's aeneration rate Respond to customers in a timely, accurate, Maintain 80% of all calls answered withing 45 seconds and professional manner Provide talking points and coordination of message for all issues, program launches, etc., to ensure consistency of message in all customer resoonse ooerations
Invest in resources to improve the customer Conduct data-driven update of the website based on Chatbot and experience traffic analytics 4
Expand Chatbot capabilities to provide analytics on customer inquiries and website navigation (integrates AI capabilities) Explore additional technology options
Continue Field Davs to enhance accessibilitv for customers Implement Programs Invest in programs that improve our customer's lives Invest in programs that contribute to grid reliability
Invest in oroarams that enhances Pioneer's awareness
Empower stakeholders to be our Provide ongoing training and communication to our Board and ambassadors other stakeholders on what Pioneer is doina for the communitv Strateaic Prioritv· Ooerationa/ Ootimization
Goals: Metrics:

Emphasis on Small-Hydro and Biomass Launch BioMAT Program in 2024 projects in our region Responsible for at least one biomass or small-hydro project in the next three vears
No Information Technology breaches Conduct annual IT audits Annual review of IT policies
Pursue and implement improved cybersecurity tools and
procedures that align with industry best practices
Conduct annual phishing and cybersecurity training with all emolovees
Enterprise Risk Management Compliance with Energy Risk Management Policy and Credit Guidelines
Annual review of various insurance policies, employee handbook and assessment of ooerational risk
Find revenues/controlling cost opportunities Explore software to improve load forecasting to reduce costs Explore opportunities to maximize value of long-term power ourchase aareement or bv-oroduct revenue
Compliance with all Regulatory and Compliance with CPUC regulations Legislative requirements Compliance with CEC regulations
Compliance with CAISO reaulations
Comoliance with all other state aaencies reoortina

Page 3 of 4 ends

Agenda Item: 3 Agenda Date: 5/16/2024
Timeline
The development of the FY 2024-2027 Strategic Plan is on schedule. The table below is a high-level schedule of the process:

Kick-Off the planning process
Staff input on goals and objectives
In-dept discussion with the Board
Presentation of findings to the Board
Review final plan
Adopt FY 2024-2027 Strategic Plan

STRATEGIC PLAN
March March April May
[=====]
[=====]
[=====]
[=====]
The report supports the development of the FY 2024-2027 Strategic Plan.

FISCAL IMPACT
There is no fiscal impact with this report.

ATTACHMENTS

1. FY 2021-2024 Strategic Plan

Page 4 of 4 ends

June September
[=====]
[=====]
Strategic Plan
1 2021–2024

STRATEGIC PLAN
Prepared by JSR Strategies | September 8, 2021
Strategic Plan 2
A Letter to Our Pioneer Community
Planning Promotes Confidence
The 2021–2024 Strategic Plan identifies opportunities with which we stand to make the greatest improvement and those areas where we need to mitigate risk. Although we are in stable financial condition and our core business is sound, Pioneer’s work is not done.

During the coming three years, our adaptive strategies will focus on diversifying our energy supply portfolio using a comprehensive analysis process to develop and update our Integrated Resource Plan. We will seek opportunities to optimize our resources, focus on grid resiliency, and hone partnerships with our various stakeholders.

Decisions come with financial implications; hence the need for reasonable forecasting, scenario modeling, and risk management.

Relationships Matter
Through a focused employee engagement and strategic ownership process, Pioneer team members at every level are positioned to make meaningful contributions toward the initiatives and goals outlined in this document. The intrinsic understanding and alignment around Pioneer’s values and collective goals will help to better promote organizational success.

Externally, our focus will remain on our local communities and assisting them with their energy needs. Time and attention will be spent with regulators, legislators, and other key decision-makers to influence outcomes to help reduce costs and improve the quality of life for our customers. Through education, collaboration, and a willingness to do what is in the best interest of our customers, we will navigate the changing business environment with confidence.

Input from stakeholders gathered at strategic planning workshops held in May 2021 was crucial in developing the inaugural edition of the Strategic Plan. I want to express my sincere appreciation and thanks to the Board of Directors and our Pioneer team for their commitment to — and valuable support of — this important effort.

Embracing the Future
We know change will continue to accelerate, and while change often isn’t easy, it also brings opportunities. At Pioneer, we’re embracing the future with confidence. As a united team, Pioneer employees look forward to proudly serving the energy needs of our owner communities in a reliable, environmentally responsible, and competitively priced manner.

Here’s to the future,
Donald Eckert
Executive Director
Pioneer Community Energy
Being a community-owned, nonprofit utility means putting our customers and community at the heart of everything we do at Pioneer Community Energy. While change is transforming virtually every aspect of our business, Pioneer’s purpose won’t change.

We exist to enhance the quality of life for our customers and community. What will change is our need to deliver value in new ways to meet the evolving expectations of our customers and the communities we serve.

Actions Fuel Success
I’m proud to share significant successes in Fiscal Year 2021.

Some examples include:
• The Governing Board approved the expansion of Pioneer’s service territory to include unincorporated El Dorado
County and the City of Placerville. Representatives from the expansion territory joined the Board in March 2021, and Pioneer will begin service in January 2022.
• Pioneer conducted the inaugural customer survey to
residents and commercial and industrial customers. We
listened to our customers, and in June 2021, Pioneer
launched the Green100 rate that gives customers the option to meet their energy needs from 100% renewable sources. • Through fiscal management, Pioneer maintained its rates and has not changed them since 2019. Since Pioneer’s formation in 2018 through 2020, we have saved our communities $32.5 million on their utility bills compared with PG&E’s rates. • When Pioneer launched, it accumulated debt with Placer County Treasury in providing working capital. The debt to the County Treasury was paid in full in May 2021.
• Pioneer signed a contract with El Dorado Irrigation District (EID) for power generated by its hydroelectric facility over the next 10 years. The contract represents Pioneer’s commitment to investing in local projects focusing on renewable energy sources.

This partnership provides a mutually beneficial arrangement that meets EID’s hydroelectric generation goals while providing Pioneer with cost-effective, clean electricity for ratepayers. • Pioneer and Park Billing Company, Inc., signed a settlement agreement regarding electric generation rates charged to mobile home park (MHP) residents in the Pioneer service area, ensuring that MHP residents receive the benefits of Pioneer’s competitive rates. This issue was addressed by SB 1117, which was passed by the California Legislature and signed by Governor Newsom in September 2020. The new
law protects all MHP residents in the state.

Strategic Plan 3
Pioneer Board Members
Local representation of our region can be seen throughout Pioneer’s Joint Powers Authority and Board of Directors. With their leadership, Pioneer provides the communities we serve a choice in power. 80 80
50 50
45 45
89 89
267
Colfax
SMUD
Liberty Energy
Roseville Electric
Pioneer and PG&E
Auburn
Loomis
Rocklin
Lincoln
Roseville Placerville
Coloma
Tahoe City
Kings Beach
PLACER

UTILITY SERVICE AREAS

EL DORADO

JIM HOLMES
Chair, Placer County
Board of Supervisors

JEFF DUNCAN
Vice Chair, Mayor,
Loomis Town Council

JOHN HIDAHL
El Dorado County
Board of Suoervisors

SUZANNE JONES ALICE DOWDIN CALVILLO
Placer County
Board of Supervisors
Auburn City Council

GREG JANDA
Rocklin City Council

DAN KARLESKINT WES HEATHCOCK MICHAEL SARAGOSA
■
■
■
■
Lincoln City Council Colfax City Manager Placerville City Council Outreach Plan 4
Community Choice Aggregation and the delivery of reliable, independent electricity is a complex and constantly evolving field. To remain focused and effectively meet the needs of the region, Pioneer Community Energy developed the 2021–2024 Strategic Plan as a road map to continue its role as a leader in community-based power and guide the success of our current and future initiatives.

The Strategic Plan was developed through collaborative work with the Board of Directors and research across stakeholder groups. The process included several planning sessions in 2021 that garnered information regarding who Pioneer serves, clarity on our role, and distinguishing factors as a regional partner in Community Choice Aggregation. Our process confirmed organizational direction and established the foundational statements highlighted in this Strategic Plan.

Mission Statement
Pioneer Community Energy is a locally owned provider of electricity — powering the communities we serve with competitive rates, reliable service, and a choice in energy options.

Vision Statement
A community partner in reliable energy solutions and positive local impact, powering today and empowering tomorrow.

Values Statement
Pioneer Community Energy is powered by our values of reliability, excellence, independence and placing our community first. We put these values to work every day for our customers and our team members throughout our region.

Strategic Priorities will guide the goals of this plan and focus on initiatives that reinforce our commitment to local engagement, quality in service, being an employer of choice, upholding operational excellence, and ensuring financial stability and strategic growth.

To optimize outcomes for the strategic goals and objectives in this plan, key performance indicators will be monitored on an ongoing basis, with accountability reports on progress shared by staff. Adjustments to processes implementing the Strategic Plan will be made as needed by the appropriate department, and an end-of-year report will be published by Pioneer Community Energy as part of its Outreach Plan to share impact and community benefit over three years.

Pioneer is pleased to present the 2021–2024 Strategic Plan, as it marks a historic moment for our organization and will foster a period of remarkable growth and collaboration. This would not be possible without the support and shared commitment of our Board of Directors and dedicated staff. Thanks to the support of these stakeholders, Pioneer will be trailblazing renewable energy pathways and maintaining a strong foothold in the region.

Executive Summary
Strategic Plan 5
Since its launch in February 2018, Pioneer Community Energy has provided reliable electricity, competitive rates, and community-focused programs consistent with the needs of our service territory. One of 23 California Community Choice Aggregators, Pioneer is led by local representatives from a nine-member Board of Directors and currently serves over 93,000 meters (1,100,000 MWh) in Placer County. In order to extend the benefits of community choice to our neighboring cities and counties and protect competitive rates, Pioneer will add approximately 68,000 meters (739,000 MWh) once its expansion into Placerville and unincorporated El Dorado County is underway in early 2022.

Our Power. Our Choice.

To date, Pioneer’s programs focus on energy independence through long-term contracts managing megawatt costs and pursuing sustainability initiatives through hydroelectric, biomass, and other renewable energy sources. Offering customers a choice in power from 100% renewable sources, Pioneer’s Green100 Program received a strong response from the community and welcomed over 100 participants who opted-in during the program’s first 30 days in 2021.

Pioneer has become a leader in regional sustainability by pursuing renewable energy sources and negotiating contracts with like-minded partners in electricity generation. Operating in a constantly shifting environmental landscape, this local control of electrical power has helped mitigate the impacts of rolling blackouts and Public Safety Power Shutoff events in the communities we serve.

Providing Superior Value through Energy Independence
Pioneer customers have enjoyed benefits beyond having a choice in energy and independence from PG&E. Since the organization’s launch, residents, businesses, and agricultural customers have saved more than $32.5 million on electricity from 2018 through 2020.

Organizational Overview
& Historic Background
CCA CUSTOMERS OPERATING REVENUE AVERAGE RATE ($/MWh)
Central Coast Community Energy 265,923 $238.3 million $81.44 CleanPowerSF 311,777 $167.8 million $80.47
East Bay Community Energy 546,707 $463.4 million $80.72 MCE Clean Energy 473,826 $416.1 million $77.01
Peninsula Clean Energy 287,987 $278.1 million $77.87
Pioneer Community Energy 87,704 $72.5 million $69.02
San Jose Clean Energy 243,436 $337.0 million $89.71
Sonoma Clean Energy 225,973 $170.8 million $76.16
Silicon Valley Clean Energy 264,215 $292.5 million $75.75 Average 281,358 $246.8 million $79.76
Pioneer Community Energy maintains one of the lowest energy rates among California Community Choice Aggregators, according to financial statements consolidated by Goldman Sachs and audited data reported by CCA Review.

Pioneer Customers Total Savings | Feb. 2018 – Nov. 2020 Residental Customers
Total Savings
Commercial Customers
Total Savings
Agricultural Customers
Total Savings
$18,658,191 $10,924,457
Industrial Customers
Total Savings
$2,544,002
Average Annual Savings – $80,315 Average Annual Savings – $353 Average Annual Savings – $93 Average Annual Savings
Sm. $180; Med. $2,291; Lg. $2,781
$289,681
$32.5 Million
Pioneer Customers Total Savings | Feb. 2018 – Nov. 2020 Residental Customers
Total Savings
Commercial Customers
Total Savings
Agricultural Customers
Total Savings
$18,658,191 $10,924,457
Industrial Customers
Total Savings
$2,544,002
Average Annual Savings – $80,315 Average Annual Savings – $353 Average Annual Savings – $93 Average Annual Savings
Sm. $180; Med. $2,291; Lg. $2,781
$289,681
$32.5 Million
Pioneer Customers Total Savings | Feb. 2018 – Nov. 2020 Residental Customers
Total Savings
Commercial Customers
Total Savings
Agricultural Customers
Total Savings
$18,658,191 $10,924,457
Industrial Customers
Total Savings
$2,544,002
Average Annual Savings – $80,315 Average Annual Savings – $353 Average Annual Savings – $93 Average Annual Savings
Sm. $180; Med. $2,291; Lg. $2,781
$289,681
$32.5 Million
Pioneer was built to provide stable and competitive rates. To date, we have averaged an overall generation rate of 8.15% lower than PG&E. Pioneer has kept generation costs stable since October 2019 and has the lowest generation rate compared with other Community Choice Aggregators in the state.

Strategic Plan 6
In 2021, the Power Charge Indifference Adjustment (PCIA) imposed by PG&E increased, which added to customer costs. Despite these increased fees, Pioneer’s rates remained low and stable. PG&E’s PCIA fee fluctuates annually but will sunset as PG&E’s expensive contracts expire. Although some Pioneer rate classes remain lower than PG&E’s, the latest increase has caused other customer rate classes to be higher than PG&E’s.

The reliability and value of Pioneer’s services position the organization for its expansion into new markets. As Pioneer expands its service area, the increase in volume will shore up energy independence from PG&E and protect rates through growth in reserves.

Local Advocacy for the Region
Pioneer champions legislative and regulatory policies to power the communities we serve. Our commitment to providing stable rates and dependable service aligns with some of the region’s most pressing environmental and public safety needs. Reducing the risk of wildfire, mitigating impacts of Public Safety Power Shutoffs (PSPSs), and expanding access to renewable power sources are some of the complex and ever-changing issues we address through our organization’s current and future-focused initiatives.

Helping Create Wildfire-resistant Communities
Pioneer is progressing toward funding and infrastructure supporting a local biomass program. By co-authoring legislation and providing lead testimony on Assembly Bills AB 843, AB 332, and AB 1519, Pioneer has advocated for initiatives that help power substations during PSPS events, fund bioenergy projects, and pave the way for reducing wildfire fuels in the region’s forests.

Advocacy for funding from the California Energy Commission has garnered well-deserved funds for the region and promoted wildfire resilience through grants and programs supporting bioenergy projects.

CalFire Forest Health Grants
Pioneer secured funding to get
combustible materials out of forests in
Placer and El Dorado counties.

CalFire Wood Products Team
Pioneer is pursuing participation in this
program, which provides opportunities in
biomass resource recovery.

Local Advocacy for the Region
CalRecycle
Pioneer is investigating funding
opportunities through this program
related to organic waste recovery aligned
with California standards.

Western Placer County
Waste Management Authority
Pioneer is moving forward with biomass
agreements with regional partners at
Western Placer County Waste Management
Authority – preliminary site location
identified with conceptual design.

Sierra Pacific Industries (SPI)
Pioneer forged a 10-year partnership
agreement with SPI, ensuring the
purchase of locally produced energy
from renewable sources.

Outreach Plan 7
Powering Community Benefit
Pioneer invests in supporting the communities we serve with recession-proof, pandemic-resilient initiatives. The California energy industry is a $138 billion business, and we believe our region’s dollars should be reinvested in the local community, not distributed among shareholders.

Pioneer’s commitment to its community — not shareholders — can be seen in its customer savings and its work to advance the local economy and create local jobs.
• Pioneer introduced the Arrearage Management Plan (AMP) program to help customers during the pandemic. The AMP program helps qualifying residential customers reconcile unpaid balances on their bills by offering up to $8,000 in debt forgiveness for on-time payments. • In 2020 alone, Pioneer contributed $4.9 million locally:
» $3.5 million to the local economy.
» $1.4 million through the mPOWER program to local residents and businesses.

Community Benefit In Action
• Over $3.5 million contributed to the local/regional economy in 2020. • Arrearage Management Plan – Debt forgiveness program for customers utility debt accrued during the COVID-19 pandemic. • Participating in development of a Percentage Income Payment Plan to help customers maintain control over utility balances and conserve energy.
• Small Business Payment Plans to support regional businesses in taking on the impacts of the pandemic and bolstering their recovery.
• Pioneer’s agreement with El Dorado Irrigation District (EID) will be more than $40 million in economic development actualized over the next ten years and will provide locally sourced hydroelectric energy as one of many renewable options for customers.

Strategic Plan 8
Following a series of planning meetings, the Pioneer Board of Directors provided landmark organizational direction approving Pioneer’s mission, vision, and values statements. Our mission statement helps define us and what we do in service to the residents within our coverage territory and focuses on the work we do every day. Our vision statement identifies our commitment to partnering for the good of our community and describes the future we’re continually working toward.

Foundational Statements
Community First
We are powered by the communities
we serve — not corporate shareholders.

From the local Board of Directors
representing our region to local
customer service representatives who
are a phone call away, we provide energy
for the community, by the community.

Mission Statement Vision Statement
Values Statements
Our organizational values define how we behave in the delivery of our mission and in the achievement of our vision. We believe it is important to stand for something and be accountable to those we serve. The following four values guide the way we prioritize and deliver our work and help shape a dynamic culture where our people thrive.

Pioneer Community Energy is a locally owned
provider of electricity — powering the communities
we serve with competitive rates, reliable service, and
a choice in energy options.

A community partner in reliable energy solutions
and positive local impact, powering today and
empowering tomorrow.

Reliable
We know our customers depend on us, and
we go above and beyond to provide stable
and competitive rates while working to
minimize rotating outages and Public Safety
Power Shutoffs. The communities we serve
can rely on us to be a transparent and ethical
source of power.

Excellence
We instill excellence throughout
our service. This means delivering a
professional customer service experience
and focusing our work on providing
dependable sources of electricity.

Powering what matters most in our
community is our priority.

Independence
Independence distinguishes Pioneer
from investor-owned PG&E. Because we
are community-owned, we advocate for
the region and offer a choice in energy.

Pioneer invests in local businesses, grid
resiliency, and community well-being —
not corporate payouts.

Strategic Plan 9
Pioneer Community Energy was created to serve the needs of our region. As a steward of Placer County and El Dorado County resources, Pioneer strives to excel in each of its strategic priorities. These Strategic Priorities are actionable and are demonstrated throughout our work and organizational goals and objectives.

Strategic Priorities
Local
Engagement
Quality in
Service
Employer
of Choice
Financial
Stability &
Strategic
Growth
Operational
Excellence
Local Engagement
• Listen to our customers.
• Grow our relationships with
residents and businesses.
• Launch a Community Program
Advisory Committee.

Financial Stability &
Strategic Growth
• Pursue expansion
opportunities.
• Achieve an investment-grade credit rating.
• Participate in legislative and
regulatory proceedings that
support our customers.

Operation Excellence
• Continue grid resiliency
efforts to mitigate PSPS.
• Develop one
biomass project.
• Diversify Pioneer’s
energy procurement.

Quality in Service
• Ensure the highest quality
customer service.
• Keep rates stable
and competitive.
• Launch community
requested programs.

Employer of Choice
• Conduct biennial compensation
and benefits study.
• Uphold Pioneer’s company culture.

Outreach Plan 10
Strategic Priority 1: Local Engagement
Pioneer’s distinguishing feature compared with investor-owned utility companies is our ownership structure. Local control is significant to our region, and therefore local engagement is essential to fulfilling our mission. We know Pioneer customers want a choice, and it is incumbent upon us to establish and nurture relationships within our local communities. We don’t take our customers for granted, and we are committed to not only serving our customers but also representing them. We use the following strategies and tactics to achieve this goal.

Objective 1.1: Reinforce community listening channels by increasing engagement with current, returning, and future customers. Achieve a 92% participation rate by Dec. 31, 2023.

Objective 1.2: Residents and businesses are the backbone of our communities.

Pioneer will work to strengthen comprehensive relationships, which includes engaging the top 20 commercial and industrial customers in each county we serve by June 30, 2022.

Objective 1.3: Launch a Community Program Advisory Committee in 2021.

Objective 1.4: Pioneer staff will increase the organization’s presence within the communities we serve by participating in local events.

Objective 1.5: Grow engagement and reach of communications channels and ensure all platforms are providing engagement opportunities for residents and local businesses.
• In 2022, increase social media presence and followers on Facebook by 400%. • Conduct an annual customer survey in winter 2022.
• Increase presence in El Dorado County through targeted social media and digital ad buys.

Strategic Priority 2: Quality In Service
Pioneer’s mission to power the communities we serve with competitive rates, reliable service, and a choice in energy options comes from our commitment to quality service. This means we listen to our customers and respond to meet their needs.

Objective 2.1: Maintain the trust and responsiveness Pioneer customers expect in their service experiences.
• Ensure quick response times to customer service inquiries. • Monitor and evaluate Calpine call center and billing services performance quarterly.

Objective 2.2: Keep Pioneer’s rates competitive through policies and programs that ensure stability and a choice in power.
• Commit to a policy that strengthens Pioneer’s response to rate volatility in the energy market by Dec. 31, 2021.
• Develop a cost-effective, grid-resilient product to increase access for business community members interested in joining Pioneer.

Objective 2.3: Prioritize community programs and develop new service programs by Dec. 31, 2022.
• Begin exploring economic development rates to incentivize businesses to move to the territory, using subsidized rates that benefit the community. • Explore rate programs that incentivize local solar and biomass project development.

Outreach Plan 11
Strategic Priority 3: Employer of Choice
Pioneer team members are foundational to our success. We attract qualified staff and provide necessary training while fostering an environment that promotes workforce loyalty.

Objective 3.1: Conduct a biennial compensation and benefits study to ensure competitive wages and enhance employee retention.

Objective 3.2: Uphold Pioneer’s company culture through internal communication channels and team engagement opportunities.
• Conduct an annual all-staff survey.
• Lead quarterly team-building activities.
• Invest in employee professional development pathways.

Strategic Priority 4: Operational Excellence
Reliability is central to our efforts and a core value of Pioneer. By prioritizing operational excellence, we retain our independence and agility as a provider while supporting our community by offering more options for reliable energy.

Objective 4.1: Continue grid resiliency efforts to mitigate PSPS events in our communities.

Objective 4.2: Position our business portfolio to be capable of diversification through the development of one biomass project.

Objective 4.3: Diversify Pioneer’s energy procurement by issuing requests for proposals to potential partners to procure energy at “least cost, best fit” for the portfolio.

Objective 4.4: Target diversification of Pioneer’s power source portfolio through procurement with regional suppliers.

Objective 4.5: Maintain zero customer data breach incidents through investment in Information Technology (IT) resources.
• Conduct annual IT cybersecurity audits and improve employee cybersecurity awareness through training and consistent messaging.

Strategic Priority 5: Financial Stability & Strategic Growth Pioneer operates in a manner that ensures financial stability and delivers customer value. Service area expansion will allow us to leverage greater collective buying power for our communities, so we will pursue active agency growth to regions that share our values.

Objective 5.1: Pursue expansion opportunities with like-minded communities by initiating conversations with leadership within the jurisdictions.

Objective 5.2: Build policies and procedures that facilitate the growth of our service area.

Objective 5.3: Implement policies that support the achievement of cash reserve targets.

Objective 5.4: Achieve an investment-grade credit rating.

Objective 5.5: Maintain participation in legislative and regulatory proceedings that positively impact the Power Charge Indifference Adjustment (PCIA) rate, advocate for cost-savings legislation and regulations, and work to hold PG&E accountable through legislation including SB 612, OCIA transparency efforts and AB 843.

Outreach Plan 12
Conclusion
Strategic planning is a critical component of effective governance and management for any organization, especially Community Choice Aggregators. The 2021–2024 Strategic Plan outlines key initiatives of Pioneer Community Energy to sustain its success and growth for years to come and will guide fundamental decisions and actions that shape the organization. Thanks to the support and regional leadership of our Board of Directors, we can continue to implement strategies that improve the lives and well-being of people living and working in our region.

Strategic Plan 13
www.pioneercommunityenergy.ca.gov

Page 1 of 9 ends

Staff Report – Item 4
To: The Governing Board
From: Brad Koehn, Director of Finance and Administration Item 4: Proposed Fiscal Year 2024-25 Budget
Date: 5/16/2024

RECOMMENDATION
Receive a presentation on the Proposed Fiscal Year 2024-25 Budget and provide direction as appropriate. The Recommended Budget will be brought to the Board for approval at the June 20, 2024 Board meeting.

AUDIT & FINANCE COMMITTEE REVIEW
The Audit & Finance Committee members received a presentation of the Proposed FY 2024-25 Budget from staff at the May 9, 2024 meeting. The members provided feedback on the presentation which, along with Board feedback received today, will be incorporated in the recommended budget that will be presented to the Board in June.

EMPLOYEE BENEFIT AND WELFARE AD HOC COMMITTEE REVIEW
The Committee met May 8, 2024 and reviewed the potential modifications to the employee benefit package.

The Committee will continue their review at a second meeting in June and any recommendations will be brought to the Board for consideration.

BACKGROUND
The Proposed Budget is a first view of the budget to the Governing Board (“Board”) with staff incorporating feedback and recommendations from this review into the FY 2024-25 Recommended Budget for adoption at the June Board meeting. The FY 2024-25 Budget is effective July 1, 2024.

ANALYSIS & DISCUSSION
The Proposed FY 2024-25 Budget is balanced and presents Pioneer Community Energy (“Pioneer”) in stable financial condition. The Proposed Budget projects total revenues of $257 million and total expenses at $231.2 million resulting in a projected contribution to reserves of $25.8 million. The table below summarizes the proposed budget at a high level:

FY 2023-24 FY 2024-25
$ in Millions Midyear Budget Proposed Budget $ %
Revenues $230.42 $256.92 $26.50 11.5%
Power Supply $183.92 $207.24 $23.32 12.7%
Contribution Margin $46.50 $49.68 $3.18 6.8%
Operating Expenses $14.77 $19.32 $4.55 30.8%
Operating Margin $31.73 $30.36 ($1.36) -4.3%
Non-Operating Net Expenses $4.06 $4.60 $0.54 13.3%
Contribution To Net Position $27.67 $25.76 ($1.90) -6.9% Variance
Agenda Item: 4 Agenda Date: 5/16/2024

Page 2 of 9 ends

Significant drivers impacting both revenues and expenses include:

1. Power Supply costs increased by $23.0 million due to the current markets for Resource Adequacy and Renewable Energy.

2. Revenues reflect the rate change approved in December 2023. The budget assumes no changes to rates.

3. The Proposed Budget includes Program division funding of 2% of Energy and Green 100 revenue for a $4.9 million investment in programs. This additional funding will accelerate the delivery of these new programs and will provide Pioneer customers with value beyond the energy discount Pioneer provides.

4. New Battery Optimization analytic service expense will generate new revenue from a solar/battery project by optimizing the timing of charging and discharging the batteries.

5. Increased Congestion Revenue Rights (“CRR”) expenses related to monetizing the CRRs, similar to the Battery Optimization, are linked to the generation of revenue with costs as a percentage of the revenue.

6. Addition of one position (19 Full Time Positions) – Project Development Manager – that would focus on biomass projects.

7. The Proposed Budget incorporates a full 12 months of revenue and expense increases due to the expansion to Grass Valley and Nevada City.

Revenues
Pioneer receives most of its revenues through rates ($244.0 million) with a forecasted $10.0 million contribution from the CRR program and the new Battery Optimization efforts. CRRs are financial instruments that are issued to Pioneer from CAISO that are intended to offset/manage variability in congestion costs. CRRs are acquired primarily for offsetting integrated forward market congestion costs that occur in the day ahead market and are charged to Pioneer by CAISO. The Battery Optimization effort optimizes battery charge and discharge for the Yellow Pine Solar/Battery project, which is coming online this fiscal year. Interest earnings are Pioneer’s third revenue generator; while only reflective of 1% of revenue, the $2.9 million interest gains generated from Pioneer’s increased cash position and higher interest rates is still notable.

Pioneer does not receive any subsidies from our member agencies. The chart on the following page illustrates Pioneer’s cash inflow:

Agenda Item: 4 Agenda Date: 5/16/2024

Page 3 of 9 ends

Expenses
Pioneer’s power supply costs represent the most significant expenses reflecting 90% of total expenses. All remaining expenses, also referred to as operating expenses, include compensation, consultant services and other operating expenses such as rents, lease, utilities, insurance, CalCCA membership, software and professional development which are a much smaller portion of the budget. The following chart illustrates Pioneer’s cash outflow:

Energy Sales
(Net)
95%
CRR's & Battery
Optimization
4% Interest Earnings
1%
Total Revenue: $256.9 million
Agenda Item: 4 Agenda Date: 5/16/2024

Page 4 of 9 ends

Notable Operating Expense Adjustments
Power Supply Costs
Power supply costs increased by over $23.0 million compared to the prior fiscal year mainly due to the increased price of resource adequacy and renewable energy credits. The full 12-month inclusion of the expansion territories is a small contributing factor, but this expense is also offset by the revenue generated by the expansion territories. Consistent with prior fiscal years, an extreme weather event contingency of $10.0 million is included in the power supply budget.

Battery Optimization and increased Congestion Revenue Rights Expense The Yellow Pine power purchase agreement is a solar/battery project that is scheduled to come online with Pioneer Fall 2024. Pioneer has executed a contract with an analytic service provider that will optimize the battery charge/discharge timing to take advantage of the price differential at different points in the day. Besides the revenue enhancement that is expected from this budgeted $300,000 cost, this service also has the added benefit of supporting grid reliability.

Congestion Revenue Rights (CRR) are financial instruments that are issued to Pioneer from CAISO that are intended to offset/manage variability in congestion costs. CRR’s are acquired primarily for offsetting integrated forward market congestion costs that occur in the day ahead market and are charged to Pioneer by CAISO.

Pioneer has an agreement with a broker that monetizes the CRR’s when it makes economic sense. Typically, there is monthly CRR activity with a once-a-year annual auction that takes place in November. Pioneer has a broker that assists Pioneer with monetizing CRR value, and the broker costs are estimated to increase $400 thousand.

Both of these costs ‘live’ in the Power Division budget and are variable costs that are dependent on the amount of revenue that the services provide. So, if less revenue is generated than expected, the related Power Supply
90%
Other Operating
Expenses
8%
Debt Service
2%
Expenses: $231.2 million
Agenda Item: 4 Agenda Date: 5/16/2024

Page 5 of 9 ends

expenses would also be less. The budget anticipates $10 million in revenue to be generated from both the battery optimization and CRR efforts.

Programs
Proposed in the Budget is an increase in the program funding stream from 1% to 2% of energy revenues. Fiscal year 2023-24 was the initiation of Pioneer’s programs, and the increased funding stream will allow the acceleration of new programs consistent with the strategic plan priority of being a Community Partner by bringing additional value to customers.

Personnel
Fiscal Year 2023-24 authorized 18 full-time positions and one part-time position. The fiscal year 2024-25 Budget proposes an increase of one full-time position to a total of 19 full-time positions and one part-time position.

This staffing increase has a salary and benefit cost of $0.2 million. The responsibilities of the new Project Development Manager position would initially be focused on the development of biomass and local projects, which is a key resource priority in Pioneer’s Strategic Plan.

The organizational charts on the following page illustrate the changes in the Proposed Budget:

Implemented Near-term In Development
(Launched FY 2023-24) Est. Summer 2024 Launch Est. FY 2024-25 Launch ✓ LED Rebate Program
✓ Solar/Battery Online Marketplace
✓ HVAC Tune-up Rebate Program
SmartShift Demand Response
GridGen Solar/Battery Lease Program
At-home Energy Toolkits
Rebate/Incentive Programs for:
• Electric Vehicles/Chargers
• Smart Thermostats
• Weatherization
• Whole House Fans
• Solar Attic Fans
• Pool Pumps
Programs Outlook
Agenda Item: 4 Agenda Date: 5/16/2024

Page 6 of 9 ends

Power
Resources
Mam1ger
Power Supply
Cortracts
Manager
Schewling
Coordinator
CRR Broker
Power
Procl.l"mienl
Comut.ing
Legislative &
Re1J.1hrt.ory
Analyst.I
CalCCA
(Advocacy
Servic~
Legislative/
RelJ.llalory
Legal Counsel
Power
Procl.l"errElll
Legal Counsel
State Lobbyist
lrt.ernal
Operations
Coordinaor
Intern (Parl-tirnf$
Hll"mn
Resol.l"ces
(Recruitrrent)
lrtorrmtion
T echnoloi:r,
Services
IT Auditor
Cort.roller
Senor Financial
Analyst
Financial &
.Adrrinistntive
Analyst.I
Human Resources
fEmployee
Relat,cns)
Financial
Advisor
Custodial
Services
, 19 Full-time Positions
, 1 Added Position
, 1 Pa,rt-t ime Position
Kev Consultant Services
CoITTJIJmy
oweach
Manager
Programs
Manager
Data
ManagerrElll
Services
Public Goods
Consultart.

Custorrer Care
Coordinaor (2)
Marketing
Services
Custorrer Call
Cert.er
Agenda Item: 4 Agenda Date: 5/16/2024

Page 7 of 9 ends

Division Comparisons
The budget comparison between Fiscal Year 2023-24 and Fiscal Year 2024-25 by Division and in aggregate for Compensation, Consultant Services and Operating Expenses has significant swings in both the positive and negative directions. The Notable Operating Expense Adjustments that are discussed above are key drivers of those swings but there are other contributing factors as well.

There has been a shifting of personnel, allocation of personnel time, and certain operating expenses between different Divisions. There has also been some work, such as paid advertising, that has been brough in-house rather than through a consultant contract. Lastly, there are other new or increased costs for various areas such as software, analytic subscriptions, lobbyist services, IT audit, tri-annual AMI audit, HR services, and fiscal analysis costs for expansion.

Financing Highlights
Term Loan
In May 2021, Pioneer entered a 15-year $10.5 million term loan with Umpqua Bank that was used to pay in full Pioneer’s loan obligation with Placer County which provided necessary start-up funding. While the annual debt service is $950 thousand, the terms of the loan allow Pioneer to pay up to $2.1 million annually in extra principal payments without being subject to a prepayment penalty. A $2.1 million extra principal payment was made in each of the past two fiscal years, with a similar payment proposed for FY 24-25 estimated to save $300 thousand in interest and reduce the term by 31 months.

Line of Credit
Pioneer has established with Umpqua Bank a Line of Credit for the purpose of issuing Letters of Credit to energy suppliers when collateral is required. The Letters of Credit allow Pioneer to avoid using cash as collateral thereby improving Pioneer’s liquidity position. The budget has programmed funding of $0.8 million for this purpose.

Financial Security Requirement
The California Public Utility Commission is contemplating a change to the Financial Security Requirement that is posted by CCAs, such as Pioneer. Although this process is not finalized, early estimates anticipate additional funds will be required, the budget includes funding of $0.8 million to meet this requirement.

Agenda Item: 4 Agenda Date: 5/16/2024

Page 8 of 9 ends

Power Prepay
On October 20, 2022, the Board authorized Pioneer to enter into a 30-Year Energy Prepayment Transaction (“Prepay”), which enables tax-exempt entities like Pioneer to bundle certain long-term power agreements into a long-term financial transaction for a discount on the associated power costs. Since additional power agreements under the Prepay will be included in the upcoming year, the estimated savings will increase from $491 thousand in fiscal year 2023-24 to almost $1.2 million in fiscal year 24-25. These savings are reflected as a reduced Power Supply cost.

Reserves
During Fall 2021, the Board approved a revised Reserve Policy that established a minimum target of 160 days of cash liquidity and a timeline to achieve that minimum target in 3 to 5 years. That minimum target was reached during fiscal year 2023-24. Staff estimates, using Fiscal Year 24-25 proposed budget expenses to calculate the days of liquidity on hand, that Fiscal Year 23-24 will end at plus 160 days. The current projection for the end of fiscal year 24-25 (assuming existing rates, power expenses) that Pioneer could reach 229 days of liquidity by June 2025.

The following chart illustrates Pioneer’s expected days of liquidity compared to other credit rated Community Choice Aggregators:
mPOWER
Pioneer’s non-CCA mPOWER program was closed to new applications on August 31, 2021. Staff is working with Placer County to appropriately program a Fiscal Year 24-25 Budget for mPOWER. The mPOWER program is fully funded by assessments on the property owners that received improvements and is legally separate and distinct from the CCA energy operations funded by ratepayers. Ongoing assessment revenue, bond servicing costs and administration costs will continue until the last Bond is paid in full. The mPOWER budget will be included in the Recommended Budget to the Board in June.

STRATEGIC PLAN
The recommendation supports the Financial Stability and Strategic Growth Priority.

FISCAL IMPACT
The Proposed FY 2024-25 Budget includes total revenues of $256.9 million and total expenses of $231.2 million resulting in a projected contribution to Net Position of $25.7 million.

Agenda Item: 4 Agenda Date: 5/16/2024

Page 9 of 9 ends

ATTACHMENTS

1. Draft Proposed Fiscal Year 2024-25 Budget Summary

EXHIBIT A
$ in Thousands Adopted Mid-Year Proposed
nues FY 2023-24 FY 2024-25 $ %
Energy Sales $225,938,000 $247,180,000 $21,242,000 9.4% Green100 Sales $30,000 $211,000 $181,000 603.3%
CRR & Battery Optimization $5,000,000 $10,000,000 $5,000,000 100.0% Less Uncollectable Accounts ($3,050,568) ($3,340,000) ($289,432) 9.5% Total Energy Revenues $227,917,432 $254,051,001 $26,133,569 11.5% Investment gains (losses) $2,500,000 $2,871,000 $371,000 14.8% Total Revenues $230,417,432 $256,922,001 $26,504,569 11.5% Energy Expenses
Power Supply $183,919,000 $207,239,000 $23,320,000 12.7% Operating Margin $46,498,432 $49,683,001 $3,184,569 6.8% ATING EXPENSES Adopted Mid-Year Proposed
FY 2023-24 FY 2024-25
By Division Administration
Compensation $780,507 $691,385 ($89,122) -11.4%
Consultant Services $341,325 $318,325 ($23,000) -6.7%
Operating Expenses $781,126 $741,796 ($39,330) -5.0%
Administration Total $1,902,958 $1,751,506 ($151,452) -8.0% Finance
Compensation $829,866 $927,369 $97,503 11.7%
Consultant Services $571,618 $591,000 $19,382 3.4%
Operating Expenses $256,103 $357,700 $101,597 39.7%
Finance Total $1,657,587 $1,876,069 $218,482 13.2%
Power Procurement
Compensation $829,237 $1,232,592 $403,355 48.6%
Consultant Services $2,120,341 $3,343,538 $1,223,197 57.7% Operating Expenses $43,000 $61,500 $18,500 43.0%
Power Procurement Total $2,992,578 $4,637,630 $1,645,052 55.0% Customer Care
Compensation $725,576 $399,002 ($326,574) -45.0%
Consultant Services $2,921,370 $2,720,000 ($201,370) -6.9% Operating Expenses $18,250 $214,750 $196,500 1076.7%
Customer Care Total $3,665,196 $3,333,752 ($331,444) -9.0% Communications
Compensation $283,922 $741,946 $458,024 161.3%
Consultant Services $1,106,360 $420,000 ($686,360) -62.0% Operating Expenses $361,600 $846,350 $484,750 134.1%
Communications Total $1,751,882 $2,008,296 $256,414 14.6% Legislative & Regulatory
Compensation $577,732 $443,670 ($134,062) -23.2%
Consultant Services $217,275 $377,807 $160,532 73.9%
Operating Expenses $6,300 $8,300 $2,000 31.7%
Legislative & Regulatory Total $801,307 $829,777 $28,470 3.6% Programs
Compensation $210,283 $293,345 $83,062 39.5%
Consultant Services $324,400 $125,000 ($199,400) -61.5% Operating Expenses $1,465,317 $4,462,675 $2,997,358 204.6% Programs Total $2,000,000 $4,881,020 $2,881,020 144.1%
By Expense Type Aggregation of all Divisions
Compensation $4,237,123 $4,729,309 $492,186 11.6%
Consultant Services $7,602,689 $7,895,670 $292,981 3.9% Operating Expenses $2,931,696 $6,693,071 $3,761,375 128.3% Total Operating Expenses $14,771,508 $19,318,050 $4,546,542 30.8% Debt Service
Term Loan Debt Services $950,000 $950,000 $0 0.0%
Addiitonal Term Loan Principal $2,100,000 $2,100,000 $0 0.0% Line/Letter of Credit Fees $650,000 $750,000 $100,000 15.4% Financial Security Requirement $360,000 $800,000 $440,000 122.2% Debt Service Total $4,060,000 $4,600,000 $540,000 13.3% Total Expenses $202,750,508 $231,157,050 $28,406,542 14.0% Contribution to/(from) Net Position $27,666,924 $25,764,951 ($1,901,973) -6.9%

PIONEER COMMUNITY ENERGY (CCA)
Fiscal Year 2024-25 Budget Summary
Variance
Plf)NEER

COMMUNITY ENERGY
Staff Report - Item 5
To: The Governing Board
From: Patrick Enright, General Counsel
Don Eckert, Chief Executive Officer
Item 5:

Date:

Provide Direction to Staff on Proposed Options of Town of Loomis and City of Rocklin to Second Amended and Restated Joint Powers Agreement for Pioneer Community Energy
May 16, 2024

ACTION REQUESTED
Provide direction to staff with proposed changes to the Second Amended and Restated Joint Powers Agreement for Pioneer Community Energy with any changes requested by the Governing Board.

RECOMMENDATION
There is no recommendation with this report.

BACKGROUND
At the January 18, 2024, meeting, the Board of Directors approved the Second Amended and Restated Joint Powers Agreement ("JPA"). An amendment to the JPA requires a vote of all Board Members. Pioneer forwarded the Second Amendment and Restated Joint Power Agreement to each of the Members. In the last 90 days all government bodies of the Board Members have voted to adopt the Second Amendment and Restated Joint Powers Agreement except for the Town of Loomis and the City of Rocklin.

The Town of Loomis has proposed three (3) options for modifying the JPA. The options are:

1. Significantly expand the list of JPA sections that can only be amended by a vote of all members governing board by revising section 19. The Second Amended and Restated Joint Powers Agreement provides that only the Powers of the Authority (section 4), and the addition of a new member agency requires approval by separate resolution of each of the member agencies.

Loomis recommends adding section 5.A (Composition of the Governing Board), 5.C (provides that with some limitations that certain actions of the JPA Board must be approved by a majority of the voting members present), Section 8 (super-majority for certain actions), Section 12 (debts, liability and obligations of the JPA), Section 14.1 process to withdraw from the JPA, Section 14.B allows for withdrawal from JPA if JPA is amended and the representative of the JPA Board voted against the amendment), Section 15.A (involuntary removal from the JPA) and Section 19 provides for the process for amending the JPA.

2. Amend Section 19 to provide 60 days written note to all Members of amendments to the JPA.

The current requirement is 30 days.

3. Create a Technical Advisory Committee.

Rocklin is requesting that Section 19 be amended to include section 14.A and B concerning the withdrawal of members from the JPA.

Page 1 of 2 ends

Agenda Item: 5 Agenda Date: 11/16/2023
The General Counsel and Chief Executive Officer are seeking input and direction from the Board with respect to the options proposed by Loomis and Rocklin. Any change to the Second Amended and Restated Joint Powers Agreement adopted by the Board will require new resolutions from each of the member agencies.

ANALYSIS & DISCUSSION
Below is a summary of the changes that were made in the Second Amended and Restated Joint Powers Agreement by the current Fifth Amended Joint Powers Agreement presently in effect:
• Name. Change name of agency to Pioneer Community Energy throughout (this was legally effectuated by a resolution adopted in 2017 but references to Sierra Valley Energy Authority remained in the First Amended and Restated); likewise changed references to "the Authority" to "Pioneer" for ease of reading.
• Recitals. Update recitals to reflect history of Pioneer and subsequent amendments. • Effective date. Revise effective date to reflect Second Amended and Restated. • Exhibit A for List of Members. Remove references to specific member agencies in Sections 2 and 5 and of the JPA, moving the list of the members to a new Exhibit A for easier reference and updating.
• Special Voting Requirements. Revise Section 8 to separate the discussion of involuntary termination of a member from the discussion of general amendments to the JPA. We moved but did not change the requirement that amendments of the JPA require a 2/3 vote of the Governing Board.
• Amendments. Revise Section 19, Amendments, to specify that only amendments to Section 4, Powers, and the addition of new member agencies requires approval by separate resolutions of each of the member agencies and to make other changes to streamline the amendment process.
• Satisfied/completed obligations. Revise sections that have now been completed to indicate they are satisfied (for example, Section 9.E, which describes the provision of start-up funding by Placer County). • Clean-up. Fix incorrect cross references, revise confusing references and typos.

The primary substantive change to the Second Amended and Restated Joint Powers Agreement was to Section 19 concerning future amendment to the JPA. Currently, notice of proposed amendments must be sent to each member agency 30 days in advance of the Board considering the amendment. A two-thirds majority of the Board is required to approve an amendment. Further, the amendment must be approved by separate resolution of each of the member agencies, and finally, notice must be provided to members after the amendment is final.

Staff seeks input from the Board on the options being proposed by the Town of Loomis and the City of Rocklin.

The Second Amended and Restated Joint Powers Agreement cannot become effective until all Member Agencies approve a resolution approving the Second Amended and Restated Joint Powers Authority.

STRATEGIC PLAN
The report supports the Operational Excellence Priority.

FISCAL IMPACT
There is no fiscal impact with this report.

ATTACHMENTS

1. Second Amended and Restated JPA approved by the Board.

2. Options of Town of Loomis

Page 2 of 2 ends

13065-0001\2852296v7.doc

SECOND AMENDED AND RESTATED JOINT EXERCISE OF POWERS

AGREEMENT FOR THE SIERRA VALLEYPIONEER COMMUNITY ENERGY

AUTHORITY
THISThis Second Amended and Restated Joint Exercise of Powers Agreement (hereafter “Agreement”) amends and restates the Amended and Restated Joint Exercise of Powers Agreement for the SIERRA VALLEY(“Amended and Restated JPA”), with the effective date of February 22, 2017, for PIONEER COMMUNITY ENERGY AUTHORITY, (hereafter “Authority”) originally entered as of September 9, 2015, (the “Original Agreement”) which was by and between the COUNTY OF PLACER, and the CITY OF COLFAX, bothPioneer”), as amended and executed pursuant to Amendments No. 1 through 5, by and among the Voting Members (including the New Voting Members) and the Associate Members listed in Exhibit A to this Agreement, all public entities of the State of California. By this amendment and restatement it becomes a Joint Exercise of Powers Agreement by and between the COUNTY OF PLACER, the CITY OF COLFAX and the cities of Rocklin, Lincoln and Auburn and the town of Loomis within the County of Placer who become signatories to this Agreement (the “New Voting Members”, and together with the County of Placer and the City of Colfax, the “Voting Members”), as well as those local agencies that become signatories to this Agreement as Associate Members, and relates to the joint exercise of powers among all of the signatories hereto either as Voting Members or Associate Members (hereafter collectively referred to as the “Members”).

RECITALS:

A. Whereas, each of the Members has a vested interest in the economic well-being of its respective jurisdiction and the region as a whole as well as energy efficiency and clean energy growth and development;
B. Whereas, the Members desire to enter into this Agreement to provide for local control of energy resources, the adoption of programs to foster economic development, energy efficiency, and resource conservation, and to further define and describe the scope of powers to be exercised by the AuthorityPioneer; C. Whereas, the Members share various powers under California law, including but not limited to the power to aggregate electric load, to purchase and supply electricity for themselves and customers within their jurisdictions, and the power to enter into voluntary contractual assessments with property owners to provide financing for the installation of public and private improvements authorized within their jurisdictions;
D. Whereas, the purposes for entering into this restated Agreement include, but are not limited to:
1) Providing electric power and other forms of energy to customers at a competitive cost;
-2-
13065-0001\2852296v7.doc
2) Promoting long-term electric rate stability and energy security and reliability for residents through local control of electric generation resources and the overall power supply portfolio.
3) Carrying out programs to reduce energy consumption;
4) Stimulating and sustaining the local economy by developing local jobs in renewable energy; and
5) Reducing greenhouse gas emissions related to the use of electric power and other forms of energy in Placer County and neighboring regions; E. Whereas, it is the intent of this Agreement to promote the development and use of a wide range of energy sources and energy efficiency programs, including but not limited to hydroelectric, biomass, landfill gas, conversion of waste-to-energy, solar, and wind energy production;
F. Whereas, Pacific Gas and Electric and Liberty Energy are the investor owned providers of retail electric service throughout the Voting Member jurisdictions and a Community Choice Aggregator is authorized to aggregate electrical load served by such investor owned providers within its members’ jurisdiction. Each of the Voting Members must adopt an ordinance electing to implement through the AuthorityPioneer a common Community Choice Aggregation pursuant to California Public Utilities Code Sections 331.1(b) and 366.2(12)(A).¶ G. Whereas, on September 9, 2015 the County of Placer and the City of Colfax entered into the original Joint Exercise of Powers Agreement for the purpose of establishing the Sierra Valley Energy Authority as a joint powers authority under the Joint Exercise of Powers Act, Government Code Section 6500, et seq.; and ¶ H. Whereas, the Amended and Restated JPA became effective on February 22, 2017 and authorized the Cities of Auburn, Lincoln, Rocklin, and the Town of Loomis to become Voting Members of the Joint Exercise of Powers Agreement and established a Community Aggregation Program within the jurisdictions of the Voting Members; and¶
I. Whereas, Resolution No. 2017-3 of the Sierra Valley Energy Authority approved a name change from Sierra Valley Energy Authority to Pioneer Community Energy, as it is known today; and ¶
J. Whereas, Amendment No. 1 to the Amended and Restated JPA, which was approved by the Governing Board on December 27, 2020 and became effective March 9, 2021, authorized the County of El Dorado and the City of Placerville to become Voting Members; and ¶
K. Whereas, Amendments No. 2 through 4 to the Amended and Restated JPA made certain changes to the Amended and Restated JPA; and¶
-3-
13065-0001\2852296v7.doc
L. Whereas, Amendment No. 5 to the Amended and Restated JPA, which was approved by the Governing Board on October 25, 2022 and became effective February 27, 2023, authorized the City of Nevada City and the City of Grass Valley as Voting Members; and ¶
M. Whereas, the Voting Members wish to amend and restate the Amended and Restated JPA to clean up and streamline the Agreement.

NOW THEREFORE, in consideration of the mutual promises, covenants and conditions herein, the Members hereto agree to establish a joint powers authority as follows:

Section 1. Authority for this Joint Exercise of Powers Agreement This Agreement is made pursuant to Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (commencing with Section 6500) relating to the joint exercise of power common to the counties and public agencies and other powers specified therein (hereinafter the “Act”). Under Sections 6505 and 6507 of the Act, the AuthorityPioneer is a public agency separate from its Members. As provided by Section 6508.1 of the Act, and Section 12 hereof the debts, liabilities or obligations of the AuthorityPioneer shall not be the debts, liabilities or obligations of the individual Members, unless the governing body of a Member agrees in writing to assume any of those debts, liabilities or obligations.

The Members are each empowered by the laws of the State of California to exercise, in their respective jurisdictions, the powers set forth herein, including but not limited to the power to aggregate electric load, to purchase and supply electricity for themselves and customers within their jurisdictions, and the power to enter into voluntary contractual assessments with properties owners for authorized improvements within their jurisdictions.

Section 2. Purpose of Agreement
The purpose of this Agreement is to establish an independent public agency in order to exercise powers common to the Members and other powers granted to the AuthorityPioneer under the Act, to study, promote, develop, conduct, operate, and manage energy, energy efficiency and conservation, and other energy-related programs, to exercise all other powers necessary and incidental to accomplishing these purposes, and to provide a Community Choice Aggregation (hereinafter “CCA”) Program, pursuant to California Public Utilities Code Sections 331.1 and 366.2, and as further described in Section 10.

Without limiting the generality of the foregoing, the Members also intend for this Agreement to be used as a mechanism by which Voting Members and non-voting Associate Members may authorize the AuthorityPioneer to provide Property Assessed Clean Energy (“PACE”) Programs pursuant to Chapter 29 of the Improvement Bond Act of 1911, Division 7 of the California Streets and Highways Code (“Chapter 29”). The AuthorityPioneer may provide PACE Programs pursuant to Chapter 29 within the boundaries of each Voting Member as set forth in Section 10(C) herein, and within the boundaries of each non-voting Associate Member as set forth in Sections 16 herein. The Members intend that other agreements with Associate Members shall define the terms and conditions associated with the implementation of the CCA Program, the PACE Program, and any other energy programs approved by the AuthorityPioneer within the -4-
13065-0001\2852296v7.doc
territorial jurisdiction of such Associate Members. As of the Effective Date of this Agreement, the Associate Members include the County of Nevada, County of Sacramento, City of Grass Valley, City of Folsom, City of Nevada City and Town of Truckee.

Section 3. Effective Date and Term
This Agreement shall be effective as ana second amendment and restatement of the Original Agreement, and the AuthorityPioneer shall continue to exist as a separate public agency under the terms of this Agreement upon executionafter approval and signature of the Second Amended and Restated Agreement by the County of PlacerNew Members and after the City of ColfaxCalifornia Public Utilities Commission certifies the Implementation Plan filed by Pioneer to include the New Members. This Agreement shall be in full force and effect until terminated in the manner herein provided, subject to the rights of the Members to withdraw from the AuthorityPioneer.

Section 4. Powers
The AuthorityPioneer shall have all powers common to the Members, and such additional powers accorded to it by law, including the power to develop and implement comprehensive energy and resource development and conservation programs, as described herein. Unless state or federal law provides otherwise, any facilities, buildings or structures located, constructed, or caused to be constructed by the AuthorityPioneer within the territory of the AuthorityPioneer shall comply with the General Plan, zoning and building laws of the local jurisdiction within which the facilities, buildings or structures are constructed and comply with the California Environmental Quality Act (CEQA). As required by Government Code Section 6509, the power of the AuthorityPioneer is subject to the restrictions upon the manner of exercising power possessed by the City of Colfax.

The AuthorityPioneer is authorized, in its own name, to exercise all powers and do all acts necessary and proper to carry out the provisions of this Agreement and fulfill its purposes, including, but not limited to, each of the following powers, subject to the voting requirements set forth in Section SC5C and Section 8:

A. to make and enter into contracts;
B. to employ agents and employees, including but not limited to an Executive Director;
C. to acquire, contract, manage, maintain, and operate ally buildings, infrastructure, works, or improvements;
D. to acquire property by eminent domain, or otherwise, except as limited under Section 6508 of the Act, and to hold or dispose of any property; E. to lease any property;
F. to sue and be sued in its own name;
-5-
13065-0001\2852296v7.doc
G. to incur debts, liabilities, obligations and to issue bonds, and to make and enter into agreements and other documents of any nature whatsoever as may be necessary or convenient in the exercise of the powers provided under the Marks-Roos Local Bond Pooling Act of 1985, as amended, and other provisions of California law that authorize public agencies to issue bonds and incur indebtedness, including but not limited to loans from private lending sources pursuant to its temporary borrowing powers such as Government Code Sections 53850 et. seq.;
H. to form subsidiary or independent corporations or entities, if necessary to carry out energy supply and energy conservation programs and to take advantage of legislative or regulatory changes;
I. to deposit its money pursuant to Section 6505.5 of the Act and to invest its money which is not required for the immediate use of the AuthorityPioneer, as the AuthorityPioneer determines is advisable in the same manner and upon the same conditions as local agencies, pursuant to Section 53635 of the California Government Code;
J. to apply for, accept, and receive all licenses, permits, grants, loans or other aids from any federal, state, or local public agency;
K. to submit documentation and notices, register, and comply with orders, tariffs and agreements for the establishment and implementation of the CCA Program and other energy programs;
L. to adopt rules, regulations, policies, bylaws and procedures governing the operation of the AuthorityPioneer (“Operating Rules and Regulations”); M. to establish and operate a CCA program, and make and enter into service agreements relating to the provision of services necessary to plan, implement, operate and administer the CCA Program, including the acquisition of electric power supply and the provision of retail and regulatory support services; N. to establish and operate one or more PACE programs pursuant to Chapter 29, and to enter into one or more agreements, including without limitation, participation agreements, implementation agreements and joint powers agreements and amendments thereto to fulfill such programs both within and outside the jurisdictional boundaries of the AuthorityPioneer;
O. O to establish a non-voting “Associate Member” status that provides membership in the AuthorityPioneer to jurisdictions that are outside jurisdictional boundaries of the AuthorityPioneer’s Voting Members, but within whose boundaries a PACE, CCA, or other energy program is established and implemented by the AuthorityPioneer on behalf of the Associate Member. Said jurisdictions shall adopt one or more agreements (a “PACE Agreement”, “CCA Agreement”, or other energy program agreement, as applicable) on terms and conditions established by the AuthorityPioneer. The rights of Associate Members -6-
13065-0001\2852296v7.doc
shall be limited solely to those terms and conditions expressly set forth in the PACE Agreement, CCA Agreement or other energy program agreement for the purposes of implementing the PACE Program, CCA Program or other energy program, respectively, within the jurisdictional boundaries of the Associate Member. Except as expressly provided for by the PACE Agreement, CCA Agreement or other energy program agreement, Associate Members shall not have any rights otherwise granted to AuthorityPioneer Members by this Agreement, including but not limited to the right to vote, the right to amend this Agreement and the right to sit on committees or boards established under this Agreement;
P. to execute agreements for the purpose of authorizing the AuthorityPioneer to implement, manage and administer area-wide and regional programs in the interest of providing energy supply, development of energy generation, energy efficiency, resource conservation, local public welfare and other economically related energy programs. The costs incurred by the AuthorityPioneer in implementing a program, including indirect costs, shall be costs of the AuthorityPioneer and shall not be assessed to the Members, unless approved by the Governing Body of the Member.

Section 5. Governance and Internal Organization
A. Governing Board. The governing body of the AuthorityPioneer shall consist of up to a eleven (11) person Board, consisting of two (2) members of the Placer County Board of Supervisors, and one (1) member each for all other Voting Members, appointed respectively by the El Dorado County Board of Supervisors, the Cities of Auburn, Colfax, Grass Valley, Rocklin, Lincoln, Nevada City, Placerville and the Town of Loomiseach Voting Member that is or becomes a signatory to this Agreement (“Board Member”). The total number of Board Members shall equal the total number of Voting Members listed in Exhibit A plus one (1).

The BoardBoards of Supervisors from Placer County, the Board of Supervisors from El Dorado County, and the City/, City Councils and Town Councils set out aboveof the Voting Members listed in Exhibit A shall respectively appoint such member(s) set out above and not less than one alternate member per Board Member. The term of office of each Board Member and respective alternate may be terminated at any time by the appointing Board of Supervisors or, City/ Council or Town Council. The designated alternate shall have authority to attend, participate, and vote at any meeting of the Board whenever the regular member, for whom they are designated to act as an alternate, is absent from the meeting.

B. Quorum. The majority of the members of the Board shall constitute a quorum.

No action may be taken by the Board unless a quorum is present, except that less than a quorum may adjourn a meeting from time to time.
-7-
13065-0001\2852296v7.doc
C. Powers and Function of Board. The Board will exercise governance, policy guidance and oversight over the business and activities of the AuthorityPioneer, consistent with this Agreement and applicable law. Action by the AuthorityUnless otherwise specified in Section 8, action by Pioneer Board will be taken by majority vote of the Board Members present.

D. Chairperson. The Chairperson and Vice Chairperson of the Board shall be selected by the Board from its members. The term of office of the Chairperson and Vice Chairperson shall each be one calendar year.

E. Secretary. The Board shall appoint a Secretary to the Board who need not be a member of the Board, who shall be responsible for keeping the minutes of all meetings of the Board and all other official records of the AuthorityPioneer.

F. Meetings. All meetings of the Board shall be held subject to the provisions of the Ralph M. Brown Act, Division 2, Chapter 9 of the California Government Code (hereafter, the “Brown Act”). The Board shall hold at least four regular meetings per year, but the Board may provide for the holding of regular meetings at more frequent intervals. The date, hour and place of each regular meeting shall be fixed by resolution or ordinance of the Board. Regular meetings may be adjourned to another meeting time. Special meetings of the Board may be called in accordance with the provisions of California Government Code Section 54956. Directors may participate in meetings telephonically, with full voting rights, only to the extent permitted by law.

G. Bylaws. The Board shall adopt bylaws for the conduct of business that shall not be inconsistent with the provisions of this Agreement, and the laws of the State of California.

H. Board Member Compensation. Board Members shall serve without compensation from the AuthorityPioneer. However, Board Members may be compensated by their respective appointing authorities. The Board, however, may adopt by resolution a policy relating to the reimbursement by the AuthorityPioneer of expenses incurred by Board Members.

Section 6. Executive Director and Other Staff
A. Executive Director. The Board shall appoint an Executive Director for the AuthorityPioneer, who shall be responsible for the day-to-clay operation and management of the AuthorityPioneer. The Executive Director may exercise all powers of the AuthorityPioneer, except the powers specifically set forth in Section 4, or those powers that by law must be exercised by the Board. The Executive Director shall hire and supervise any AuthorityPioneer employees or consultants.

B. Executive Director Reports to the Board. The Executive Director shall prepare, no later than the 20th day of each first month of each fiscal quarter, a report to the Board on the operations of the AuthorityPioneer during the preceding fiscal -8-
13065-0001\2852296v7.doc
quarter. The Bylaws shall specify the information to be included in the Executive Director’s reports.¶
C. Services Providers. The Executive Director may appoint one or more services providers to serve as the AuthorityPioneer’s agent(s) for planning, implementing, operating and administering the PACE Program, the CCA Program, and any other program approved by the Board, in accordance with the provisions of a written agreement between the AuthorityPioneer and the appointed administrative services provider or providers (a “Services Agreement”). The appointed services provider may be one of the Voting Members. A Services Agreement shall set forth the terms and conditions by which the appointed administrative services provider shall perform or cause to be performed all tasks necessary for planning, implementing, operating and administering the PACE Program, the CCA Program and other approved programs. The Services Agreement shall set forth the term of the Agreement and the circumstances under which the Services Agreement may be terminated by the AuthorityPioneer. This section shall not in any way be construed to limit the discretion of the AuthorityPioneer to hire its own employees to administer the PACE Program, the CCA Program or any other program.

D. Independent Monitor. The Board may appoint or contract for the services of an independent monitor to review programs operated by the AuthorityPioneer and to report to the Board.

E. Advisory Commissions, Boards or Committees. The Board may establish any advisory commissions, boards, and committees as the Board deems appropriate to assist the Board in carrying out its functions and implementing the CCA Program, other energy programs and the provisions of this Agreement which shall comply with the requirements of the Brown Act. The Board may establish rules, regulations, policies, bylaws or procedures to govern any such commissions, boards, or committees.

Section 7. Treasurer and Auditor-Controller
The Governing Board shall appoint a Treasurer for the AuthorityPioneer. The Treasurer shall be the depository of the AuthorityPioneer and shall have all of the duties and responsibilities specified in Section 6505.5 of the Act. The duties and obligations of the Treasurer are further specified in Section 9. The Governing Body shall appoint an Auditor-Controller for the AuthorityPioneer in compliance with the Act. The Auditor-Controller of the AuthorityPioneer shall make or contract with a certified public accountant to cause an annual audit in compliance with Section 6506 of the Act. The authorityPioneer of the Board to appoint a Treasurer and Auditor/Controller shall include the authorityPioneer to combine both offices to be held by one officer or employee pursuant to section 6505.6 of the Act. -9-
13065-0001\2852296v7.doc
Section 8. Special Voting Requirements and Voting Shares A. Involuntary Termination or Amendment. Action of the Board on the matters set forth in Section 1415A (involuntary termination of a Member), or Section 18 (amendment of this Agreement) shall require the affirmative vote of at least two-thirds of the Board Members; provided, however, that for votes to involuntarily terminate a Member under Section 14A, the Board Member(s) for the Member subject to involuntary termination may not vote, and the number of Board Members constituting two-thirds of all Board Members shall be recalculated as if the Voting Member subject to possible termination were not a Voting Member.¶
B. Amendment. Action of the Board on matters set forth in Section 19 (amendment of this Agreement) shall require an affirmative vote of at least two-thirds of the Board members.

C. B. Eminent Domain. A decision to exercise the power of eminent domain on behalf of the AuthorityPioneer to acquire any property interest other than an easement, right-of-way, or temporary construction easement shall require a vote of at least two-thirds of all Board Members.

D. C. Contributions by Members. The imposition on any Member of any obligation to make contributions or pledge assets as a condition of continued participation in the PACE Program, the CCA Program, or other energy programs shall require a vote of at least two-thirds of all Board Members and the approval of the governing boards of the Members and Associate Members who are being asked to make such contribution or pledge.

Section 9. Financial Provisions
A. Fiscal Year. For the purposes of this Agreement, the AuthorityPioneer shall have such fiscal year from July 1 to and including the following June 30.

B. Depository. All funds of the AuthorityPioneer shall be held in separate accounts in the name of the AuthorityPioneer and not commingled with funds of any Member or any other person or entity. All funds of the AuthorityPioneer shall be strictly and separately accounted for, and regular reports shall be rendered of all receipts and disbursements, at least quarterly during the fiscal year. The books and records of the AuthorityPioneer shall be open to inspection by the Members at all reasonable times, The Board shall contract with a certified public accountant to make an annual audit of the accounts and records of the AuthorityPioneer, which shall be conducted in accordance with the requirements of Section 6505 of the Act.

C. Expenditures. All expenditures shall be made in accordance with the approved budget and upon the approval of any officer so authorized by the Board in accordance with its Operating Rules and Regulations. The Treasurer shall draw -10-
13065-0001\2852296v7.doc
checks or warrants or make payments by other means for claims or disbursements not within an applicable budget only upon the prior approval of the Board.

D. Budget. The initial budget shall be approved by the Board. The Board may revise the budget from time to time through an AuthorityPioneer Document as may be reasonably necessary to address contingencies and unexpected expenses.

All subsequent budgets of the AuthorityPioneer shall be approved by the Board in accordance with the Operating Rules and Regulations.

E. Funding of Initial Costs. The County of Placer has funded certain activities necessary to implement the CCA Program. If the CCA Program becomes operational, these initial costs paid by the County of Placer shall be included in the customer charges for electric services as provided by Section 14 to the extent permitted by law, and the County of Placer shall be reimbursed from the payment of such charges by customers of the Authority. Prior to such reimbursement, the County of Placer shall provide such documentation of costs paid as the Board may request. In the event that the CCAThese costs were repaid in full when the CCAP Program does not becomebecame operational, the County of Placer shall not be entitled to any reimbursement of the initial costs it has paid from the Authority or any Member.

F. CCA Program Costs. The Members desire that all costs incurred by the AuthorityPioneer that are directly or indirectly attributable to the provision of electric, conservation, efficiency, incentives, financing, or other services provided under the CCA Program, including but limited to the establishment and maintenance of various reserves and performance funds and administrative, accounting, legal, consulting, and other similar costs, shall be recovered through charges to CCA customers receiving such electric services, or from revenues from grants or other third-party sources.

Section 10. Implementation Action and AuthorityPioneer Documents A. Each Member shall adopt an ordinance or resolution in accordance with Public Utilities Code Section 366.2(c)(12) for the purpose of specifying that the Member intends to implement a CCA Program by and through its participation in the AuthorityPioneer.

B. Each Member that wishes to participate in the CCA Program shall adopt a resolution expressing its desire to become a Member to this Agreement, and its intention to have the territory of the Member’s jurisdiction included in the service territory of the CCA.

Execution by such New Voting Member of this Agreement shall also serve to authorize AuthorityPioneer to take each step required for it to provide contractual assessment financing for the Improvements, including the levying, collecting and enforcement of contractual assessments to finance the Improvements and the issuance and enforcement of bonds and other financing instruments to represent and be secured by such contractual assessments. The New Voting Members shall not be required to adopt a PACE Agreement and shall not be subject to the rights and obligations set forth therein, but shall instead, upon becoming Voting Members hereunder, be subject to the rights and obligations expressly set forth herein.

The AuthorityPioneer may additionally provide PACE Programs pursuant to Chapter 29 within the boundaries of non-voting Associate Members, as described further in Section 16 herein.

D. Implementation Plan and Statement of Intent. The AuthorityPioneer shall cause to be prepared an Implementation Plan and Statement of Intent meeting the requirements of California Public Utilities Code Section 366.2 and any applicable California Public Utilities Commission regulations. The Implementation Plan and Statement of Intent shall specify the service territory of the CCA to be within the boundaries of the Member jurisdictions that have taken the actions specified in A and B above. The Implementation Plan and Statement of Intent shall not be filed with the California Public Utilities Commission until it is approved by the Board in the manner provided by Section 5.

If a City or County adopts an ordinance and resolution pursuant to A and B above, expressing its desire to become a Member to this Agreement subsequent to the filing of the then most recently filed Implementation Plan and Statement of Intent, the Board shall direct the preparation and filing of a new or amended Implementation Plan and Statement of Intent to include the territory of the County or City as soon as reasonably practicable. The Board may require the County or City to pay the cost of preparation and submission of the Implementation Plan and Statement of Intent. Upon California Public Utilities Commission certification of the new or amended Implementation Plan and Statement of Intent, the Board shall take an action to approve the membership of the County or City. The County or City shall then be entitled to all rights under this Agreement, including a seat on the Board and voting rights pursuant to Section 5.A and Section 8.

E. Termination of CCA and PACE Program. Nothing contained in this Article or this Agreement shall be construed to limit the discretion of the AuthorityPioneer -12-
13065-0001\2852296v7.doc
to terminate the implementation or operation of the CCA or the PACE Program at any time in accordance with any applicable requirements of state law.

F. AuthorityPioneer Documents. The Members acknowledge and agree that the affairs of the AuthorityPioneer will be implemented through various documents duly adopted by the Board through Board resolution. The Members agree to abide by and comply with the terms and conditions of all such documents that may be adopted by the Board, subject to the Members’ right to withdraw from the AuthorityPioneer as described in Section 14.

Section 11. Records and Reports
The Board shall establish reporting requirements and direct staff to maintain such reports, including, but not limited to, funds and accounts as may be required by good accounting practice or by law. All books and records of the AuthorityPioneer shall be open to inspection at all reasonable times by any Member to this Agreement or its representatives. Annual audits of the AuthorityPioneer’s accounts and records shall be made by an independent CPA firm, and reports shall be filed in the manner provided in Section 6505 of the California Government Code.

Section 12. Debts, Liabilities and Obligations
The AuthorityPioneer is a public agency separate from the Members. Pursuant to Sections 6508.1 of the Act, the debts, liabilities or obligations of the AuthorityPioneer shall not be debts, liabilities or obligations of the individual Members unless the governing board of a Member agrees in writing to assume any of the debts, liabilities or obligations of the AuthorityPioneer. A Member who has not agreed to assume an Authoritya Pioneer debt, liability or obligation shall not be responsible in any way for such debt, liability or obligation even if a majority of the Members agree to assume the debt, liability or obligation of the AuthorityPioneer. Should any debt, liability or obligation of the AuthorityPioneer not be waived or allowed payable through assets of the AuthorityPioneer, none of the County or City members shall be liable, except as provided by Government Code sections 895 through 895.8.

Section 13. Insurance and Indemnity
The AuthorityPioneer shall acquire and maintain such insurance coverage as is necessary to protect the interests of the AuthorityPioneer, the Members, and the public. The insurance shall also contain a written endorsement to such policy or policies, which names each of the [Voting Members] as additional insureds. The AuthorityPioneer shall defend, indemnify, and hold harmless the Members, and each of their respective Board or Council members, officers, agents and employees, from any and all claims, losses, damages, costs, injuries, and liabilities of every kind arising directly or indirectly from the conduct, activities, operations, acts, and omissions of the AuthorityPioneer under this Agreement.

Section 14. Withdrawal
A. Right to Withdraw by Voting Member. A Voting Member may withdraw its participation in the CCA Program, effective as of the beginning of the AuthorityPioneer’s fiscal year, by giving no less than 12 months advance written -13-
13065-0001\2852296v7.doc
notice of its election to do so, which notice shall be given to the AuthorityPioneer and each Voting Member. Withdrawal of a Voting Member shall require an affirmative vote of its governing board.

B. Right to Withdraw By Voting Member After Amendment. Notwithstanding Section 14A, a Voting Member may withdraw its membership in the AuthorityPioneer following an amendment to this Agreement adopted by the Board which the Board Member appointed as the representative of a Voting Member voted against provided such notice is given in writing within thirty (30) days following the date of the vote. Withdrawal of a Member shall require an affirmative vote of its governing board and shall not be subject to the twelve month advance notice provided in Section 14A. In the event of such withdrawal, the Member shall be subject to the provisions of Section 15B.

C. Continuing Liability; Further Assurances. A Voting Member that withdraws its participation in the CCA Program may be subject to certain continuing liabilities, as described in Section 15B. The withdrawing Voting Member and the AuthorityPioneer shall execute and deliver all further instruments and documents, and take any further action that may be reasonably necessary, as determined by the Board, to effectuate the orderly withdrawal of such Voting Member from participation in the CCA Program.

D. Withdrawal of Associate Member. The rights of an Associate Member to withdraw from the AuthorityPioneer shall be governed by the applicable PACE Agreement or CCC Agreement.

Section 15. Termination
A. Involuntary Termination of a Member. Participation of a Member in the CCA program may be terminated for material non-compliance with provisions of this Agreement or any other agreement relating to the Member’s participation in the CCA Program upon a vote of Board Members as provided in Section 8A. Prior to any vote to terminate participation with respect to a Member, written notice of the proposed termination and the reason(s) for such termination shall be delivered to the Member whose termination is proposed at least 30 days prior to the regular Board meeting at which such matter shall first be discussed as an agenda item.

The written notice of proposed termination shall specify the particular provisions of this Agreement or other agreement that the Member has allegedly violated.

B. Continuing Liability; Refund. Upon a withdrawal or involuntary termination of a Member, the Member shall remain responsible for any claims, demands, damages, or liabilities arising from the Member’s membership or participation in -14-
13065-0001\2852296v7.doc
the CCA Program through the date of its withdrawal or involuntary termination, it being agreed that the Member shall not be responsible for any liabilities arising after the date of the Member’s withdrawal or involuntary termination. Claims, demands, damages, or liabilities for which a withdrawing or terminated Member may remain liable include, but are not limited to, losses from the resale of power contracted for by the AuthorityPioneer to serve the Member’s load. With respect to such liability, upon notice by an Member that it wishes to withdraw from the program, the AuthorityPioneer shall notify the Member of the minimum waiting period under which the Member would have no costs for withdrawal if the Member agrees to stay in the CCA Program for such period. The waiting period will be set to the minimum duration such that there are no costs transferred to remaining ratepayers. If the Member elects to withdraw before the end of the minimum waiting period, the charge for exiting shall be set at a dollar amount that would offset actual costs to the remaining ratepayers, and may not include punitive charges that exceed actual costs. In addition, such Member also shall be responsible for any costs or obligations associated with the Member’s participation in any program in accordance with the provisions of any agreements relating to such program provided such costs or obligations were incurred prior to the withdrawal of the Member. The AuthorityPioneer may withhold funds otherwise owing to the Member or may require the Member to deposit sufficient funds with the AuthorityPioneer, as reasonably determined by the AuthorityPioneer and approved by a vote of the Board, to cover the Member’s liability for the costs described above. Any amount of the Member’s funds held on deposit with the AuthorityPioneer above amounts not required to pay any liabilities or obligations shall be returned to the Member. The liability of any Member under this section 15B is subject and subordinate to the provisions of Section 12, and nothing in this section 15B shall reduce, impair, or eliminate any immunity from liability provided by Section 12.

C. Mutual Termination. This Agreement may be terminated by mutual agreement of all the Voting Members; provided, however, the foregoing shall not be construed as limiting the rights of a AssociateVoting Member to withdraw its participation in the CCA Program, as described in Section 14A.

D. Disposition of Property upon Termination of AuthorityPioneer. Upon termination of this Agreement, any surplus money or assets in possession of the AuthorityPioneer for use under this Agreement, after payment of all liabilities, costs, expenses, and charges incurred under this Agreement and under any program documents, shall be returned to the then-existing Voting Members in proportion to the contributions made by each. If no such contributions have been made, then such surplus after payment of all liabilities, costs, expenses, and charges shall be distributed to each Voting Member based on Annual Energy Use Divided by Total Annual Energy, multiplied by 100. “Annual Energy Use” means the annual electricity usage, expressed in kilowatt hours (“kWh”) within the Voting Member’s respective jurisdiction, and “Total Annual Energy” means the sum of all the Members Annual Energy Use. All measures of kilowatt hours shall be set using the electric load forecast upon which the current annual budget was -15-
13065-0001\2852296v7.doc
based. If a Member has more than one Board Member, the distribution will be made pursuant to the above calculation as it relates to the respective jurisdiction.

E. Negotiations with Associate Members. If the Voting Members wish to terminate this Agreement, or if the Voting Members elect to withdraw from the CCA Program following an amendment to this Agreement as provided in Section 14B, but two or more Associate Members wish to continue to participate in the CCA Program, the Voting Members will negotiate in good faith with such Associate Members to allow the Associate Members to become the Voting Members to this Agreement or to effect a transfer of CCA Program operations to another entity.

Section 16. Associate Members
A. With the approval of the Board, any qualified public agency (as defined by Section 6500 of the JPA law) may become a non-voting Associate Member of this Agreement for purposes of participating in the CCA Program. A public agency requesting such membership may apply by presenting to the AuthorityPioneer a resolution of the public agency approving of this form of participation.

B. Any qualified public agency (as defined by Section 6500 of the JPA law) may become a non-voting Associate Member of this Agreement for purposes of participating in the PACE Program upon (i) such qualified public agency (a) adopting a resolution expressing its desire to become a non-voting Associate Member to this Agreement and authorizing the implementation of a PACE Program within the boundaries of its jurisdiction and (b) executing a PACE Agreement and (ii) the Board approving the qualified public agency as a non-voting Associate Member.

C. The date and terms upon which the applying public agency will become a non-voting Associate Member will be determined by the Board and set forth in a CCA Agreement or PACE Agreement, as applicable.

Section 17. Termination of Powers
The AuthorityPioneer shall continue to exercise the powers herein conferred upon it until termination of this Agreement, and thereafter shall continue to exercise only such powers as to enable it to pay and discharge all costs, expenses, and charges legally incurred hereunder, and to dispose of, divide and distribute any property required as a result of the joint exercise of such powers.

Section 18. Disposition of Assets; Property and Money
Upon termination of this Agreement under Section 1415, all costs, expenses, and charges legally incurred by the AuthorityPioneer shall be paid and discharged; and the AuthorityPioneer shall sell such property as may be necessary and shall distribute to the federal or State government such property and funds as are lawfully required; the balance of such property and any surplus -16-
13065-0001\2852296v7.doc
money on hand shall be distributed or returned in proportion to contributions made by the affected Members except to the extent otherwise agreed upon by the affected Members.

Section 19. Amendments
This Agreement may notonly be amended except by a written amendment approved by a vote of Board membersMembers as provided in Section 8. The AuthorityAmendments to Section 4 of this Agreement, and the addition of new Voting Members shall also be separately approved by a duly adopted resolution of the governing board of each Member. Pioneer shall provide written notice to all Members of amendments to this Agreement, including the effective date of such amendments, at least 30 days prior to the date upon which the proposed amendment is being considered by the Board votes on such amendments. Any. If the proposed amendment required to add a new Voting Member shall only be executed by the Voting Members. Any amendment required to add a new Associate Member shall only be executedis adopted by the new Associate Member andBoard, the Authority shall provide prompt written notice to all Members of the effective date of such amendment along with a copy of the amendment.

Section 20. Severability
Should any part, term or provision of this Agreement be decided by a court of competent jurisdiction to be illegal or in conflict with any law of the State of California, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining portions of provisions shall not be affected thereby.

Section 21. Entire Agreement
This Agreement contains the entire agreement between the Members and supersedes all prior understanding between them with respect to the subject matter of this Agreement. There are no promises, terms, conditions or obligations, oral or written, between or among the Members relating to the subject matter of this Agreement that are not fully expressed in this Agreement.

This Agreement may not be modified, changed, supplemented or terminated, nor may any obligation under this Agreement be waived, except as provided in Section 19.

Section 22. Counterparts and Effective Date
This Agreement may be executed in counterparts and be as valid and binding as if each Member signed the same copy. A faxed copy of the executed signature page shall be sufficient to cause the terms of this Agreement to become fully operative. The effective date of the Agreement shall be the date the second member has executed the Agreement, WITNESS THE AGREEMENT HEREOF the date set opposite our respective entities:¶ -17
-
13065-0001\2852296v7.doc
-18-
13065-0001\2852296v7.doc
¶
CITY OF ROCKLIN, a Municipal Corporation¶
¶
EXECUTED ON ¶
By: ¶
Mayor, ¶
¶
Exhibit A¶
Voting Members and Associate Members¶
¶
Section A.1 Voting Members ¶
City Councilof Auburn¶
¶
And approved as to form:¶
¶
City Attorneyof Colfax¶
¶
ATTEST:¶
¶
City Clerkof Grass Valley ¶
¶
-19-
13065-0001\2852296v7.doc
¶
TOWN OF LOOMIS, a Municipal Corporation¶
¶
EXECUTED ON ¶
By: ¶
Mayor, ¶
City of Lincoln¶
City of Nevada City¶
City of Placerville¶
City of Rocklin¶
County of El Dorado¶
County of Placer¶
Town of Loomis¶
¶
And approved as to form:¶
¶
¶
Town Attorney¶
¶
ATTEST:¶
¶
¶
Town Clerk¶
¶
-20-
13065-0001\2852296v7.doc
¶
CITY OF LINCOLN, a Municipal Corporation¶
¶
EXECUTED ON ¶
By: ¶
Peter Gilbert, Mayor¶
¶
And approved as to form:¶
¶
¶
Mona Ebrahirni, ¶
Section A.2 Associate Members¶
City Attorneyof Folsom¶
¶
ATTEST:¶
¶
¶
Gwen Scanlon, City Clerk¶
County of Sacramento¶
Town of Truckee
standard
Deleted cell
#2852296v1<RWGIMAN1> - Amended and Restated JPA
Moved cell
Legend:

Split/Merged cell
Insertion
Document comparison by Workshare 10.0 on Wednesday, November 8, 2023 5:42:10 PM
Padding cell
Document 2 ID
Deletion
Statistics:

Document 1 ID
iManage://RWGDM1/RWGIMAN1/2852296/7
Count
Moved from
Insertions 188
Moved to
Deletions
iManage://RWGDM1/RWGIMAN1/2852296/1
205
Description
Moved from
Style change
2 Moved to
#2852296v7<RWGIMAN1> - 2d Amended and Restated
JPA to reflect Board Direction 101923
2 Format change
Style changes 0
Moved deletion
Format changes
Input:
0 Rendering set
Total changes
Inserted cell
397
Description

SECOND AMENDED AND RESTATED JOINT EXERCISE OF POWERS

AGREEMENT FOR PIONEER COMMUNITY ENERGY
This Second Amended and Restated Joint Exercise of Powers Agreement (hereafter "Agreement") amends and restates the Amended and Restated Joint Exercise of Powers Agreement ("Amended and Restated JPA''), with the effective date of February 22, 2017, for PIONEER COMMUNITY ENERGY, (hereafter "Pioneer"), as amended and executed pursuant to Amendments No. 1 through 5, by and among the Voting Members (including the New Voting Members) and the Associate Members listed in Exhibit A to this Agreement, all public entities of the State of California who become signatories to this Agreement, and relates to the joint exercise of powers among all of the signatories hereto either as Voting Members or Associate Members (hereafter collectively referred to as the "Members").

RECITALS:

G. Whereas, on September 9, 2015 the County of Placer and the City of Colfax entered into the original Joint Exercise of Powers Agreement for the purpose of establishing the Sierra Valley Energy Authority as a joint powers authority under the Joint Exercise of Powers Act, Government Code Section 6500, et seq.; and H. Whereas, the Amended and Restated JP A became effective on February 22, 2017 and authorized the Cities of Auburn, Lincoln, Rocklin, and the Town of Loomis to become Voting Members of the Joint Exercise of Powers Agreement and established a Community Aggregation Program within the jurisdictions of the Voting Members; and
I. Whereas, Resolution No. 2017-3 of the Sierra Valley Energy Authority approved a name change from Sierra Valley Energy Authority to Pioneer Community Energy, as it is known today; and
J. Whereas, Amendment No. 1 to the Amended and Restated JP A, which was approved by the Governing Board on December 27, 2020 and became effective March 9, 2021, authorized the County of El Dorado and the City of Placerville to become Voting Members; and
K. Whereas, Amendments No. 2 through 4 to the Amended and Restated JP A made certain changes to the Amended and Restated JP A; and
L. Whereas, Amendment No. 5 to the Amended and Restated JPA, which was approved by the Governing Board on October 25, 2022 and became effective February 27, 2023, authorized the City of Nevada City and the City of Grass Valley as Voting Members; and
M. Whereas, the Voting Members wish to amend and restate the Amended and Restated JP A to clean up and streamline the Agreement.

NOW THEREFORE, in consideration of the mutual promises, covenants and conditions herein, the Members hereto agree to establish a joint powers authority as follows:
-2-
13065-0001 \2852296v7 .doc
Section 1. Authority for this Joint Exercise of Powers Agreement This Agreement is made pursuant to Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (commencing with Section 6500) relating to the joint exercise of power common to the counties and public agencies and other powers specified therein (hereinafter the "Act"). Under Sections 6505 and 6507 of the Act, Pioneer is a public agency separate from its Members. As provided by Section 6508.1 of the Act, and Section 12 hereof the debts, liabilities or obligations of Pioneer shall not be the debts, liabilities or obligations of the individual Members, unless the governing body of a Member agrees in writing to assume any of those debts, liabilities or obligations.

Section 2. Purpose of Agreement
The purpose of this Agreement is to establish an independent public agency in order to exercise powers common to the Members and other powers granted to Pioneer under the Act, to study, promote, develop, conduct, operate, and manage energy, energy efficiency and conservation, and other energy-related programs, to exercise all other powers necessary and incidental to accomplishing these purposes, and to provide a Community Choice Aggregation (hereinafter "CCA") Program, pursuant to California Public Utilities Code Sections 331.1 and 366.2, and as further described in Section 10.

Without limiting the generality of the foregoing, the Members also intend for this Agreement to be used as a mechanism by which Voting Members and non-voting Associate Members may authorize Pioneer to provide Property Assessed Clean Energy ("PACE") Programs pursuant to Chapter 29 of the Improvement Bond Act of 1911, Division 7 of the California Streets and Highways Code ("Chapter 29"). Pioneer may provide PACE Programs pursuant to Chapter 29 within the boundaries of each Voting Member as set forth in Section 1 0(C) herein, and within the boundaries of each non-voting Associate Member as set forth in Sections 16 herein. The Members intend that other agreements with Associate Members shall define the terms and conditions associated with the implementation of the CCA Program, the PACE Program, and any other energy programs approved by Pioneer within the territorial jurisdiction of such Associate Members.

Section 3. Effective Date and Term
This Agreement shall be effective as a second amendment and restatement of the Original Agreement, and Pioneer shall continue to exist as a separate public agency under the terms of this Agreement after approval and signature of the Second Amended and Restated Agreement by the New Members and after the California Public Utilities Commission certifies the Implementation Plan filed by Pioneer to include the New Members. This Agreement shall be in -3-
13065-0001 \2852296v7.doc
full force and effect until terminated in the manner herein provided, subject to the rights of the Members to withdraw from Pioneer.

Section 4. Powers
Pioneer shall have all powers common to the Members, and such additional powers accorded to it by law, including the power to develop and implement comprehensive energy and resource development and conservation programs, as described herein. Unless state or federal law provides otherwise, any facilities, buildings or structures located, constructed, or caused to be constructed by Pioneer within the territory of Pioneer shall comply with the General Plan, zoning and building laws of the local jurisdiction within which the facilities, buildings or structures are constructed and comply with the California Environmental Quality Act (CEQA). As required by Government Code Section 6509, the power of Pioneer is subject to the restrictions upon the manner of exercising power possessed by the City of Colfax.

Pioneer is authorized, in its own name, to exercise all powers and do all acts necessary and proper to carry out the provisions of this Agreement and fulfill its purposes, including, but not limited to, each of the following powers, subject to the voting requirements set forth in Section 5C and Section 8:

0. to establish a non-voting "Associate Member" status that provides membership in Pioneer to jurisdictions that are outside jurisdictional boundaries of Pioneer's Voting Members, but within whose boundaries a PACE, CCA, or other energy program is established and implemented by Pioneer on behalf of the Associate Member. Said jurisdictions shall adopt one or more agreements (a "PACE Agreement", "CCA Agreement", or other energy program agreement, as applicable) on terms and conditions established by Pioneer. The rights of Associate Members shall be limited solely to those terms and conditions expressly set forth in the PACE Agreement, CCA Agreement or other energy program agreement for the purposes of implementing the PACE Program, CCA Program or other energy program, respectively, within the jurisdictional boundaries of the Associate Member. Except as expressly provided for by the PACE Agreement, CCA Agreement or other energy program agreement, Associate Members shall not have any rights otherwise granted to Pioneer Members by this Agreement, including but not limited to the right to vote, the right to amend this Agreement and the right to sit on committees or boards established under this Agreement; P. to execute agreements for the purpose of authorizing Pioneer to implement, manage and administer area-wide and regional programs in the interest of providing energy supply, development of energy generation, energy efficiency, resource conservation, local public welfare and other economically related energy -5-
13065-000 I \2852296v7 .doc
Section 5.

A.
programs. The costs incurred by Pioneer in implementing a program, including indirect costs, shall be costs of Pioneer and shall not be assessed to the Members, unless approved by the Governing Body of the Member.

Governance and Internal Organization
Governing Board. The governing body of Pioneer shall consist of two (2) members of the Placer County Board of Supervisors, and one ( 1) member each for all other Voting Members, appointed respectively by each Voting Member that is or becomes a signatory to this Agreement ("Board Member"). The total number of Board Members shall equal the total number of Voting Members listed in Exhibit A plus one (1).

The Boards of Supervisors, City Councils and Town Councils of the Voting Members listed in Exhibit A shall respectively appoint such member(s) set out above and not less than one alternate member per Board Member. The term of office of each Board Member and respective alternate may be terminated at any time by the appointing Board of Supervisors, City Council or Town Council. The designated alternate shall have authority to attend, participate, and vote at any meeting of the Board whenever the regular member, for whom they are designated to act as an alternate, is absent from the meeting.

B. Quorum. The majority of the members of the Board shall constitute a quorum.

No action may be taken by the Board unless a quorum is present, except that less than a quorum may adjourn a meeting from time to time.

C. Powers and Function of Board. The Board will exercise governance, policy guidance and oversight over the business and activities of Pioneer, consistent with this Agreement and applicable law. Unless otherwise specified in Section 8, action by Pioneer Board will be taken by majority vote of the Board Members present.

F. Meetings. All meetings of the Board shall be held subject to the provisions of the Ralph M. Brown Act, Division 2, Chapter 9 of the California Government Code (hereafter, the "Brown Act"). The Board shall hold at least four regular meetings per year, but the Board may provide for the holding of regular meetings at more frequent intervals. The date, hour and place of each regular meeting shall be fixed by resolution or ordinance of the Board. Regular meetings may be adjourned to another meeting time. Special meetings of the Board may be called in accordance -6-
13065-0001 \2852296v7 .doc
G.

Section 6.

C.
with the provisions of California Government Code Section 54956. Directors may participate in meetings telephonically, with full voting rights, only to the extent permitted by law.

Bylaws. The Board shall adopt bylaws for the conduct of business that shall not be inconsistent with the provisions of this Agreement, and the laws of the State of California.

Board Member Compensation. Board Members shall serve without compensation from Pioneer. However, Board Members may be compensated by their respective appointing authorities. The Board, however, may adopt by resolution a policy relating to the reimbursement by Pioneer of expenses incurred by Board Members.

Executive Director and Other Staff
Executive Director. The Board shall appoint an Executive Director for Pioneer, who shall be responsible for the day-to-clay operation and management of Pioneer. The Executive Director may exercise all powers of Pioneer, except the powers specifically set forth in Section 4, or those powers that by law must be exercised by the Board. The Executive Director shall hire and supervise any Pioneer employees or consultants.

Executive Director Reports to the Board. The Executive Director shall prepare, no later than the 20th day of each first month of each fiscal quarter, a report to the Board on the operations of Pioneer during the preceding fiscal quarter. The Bylaws shall specify the information to be included in the Executive Director's rep01is.

Services Providers. The Executive Director may appoint one or more services providers to serve as Pioneer's agent(s) for planning, implementing, operating and administering the PACE Program, the CCA Program, and any other program approved by the Board, in accordance with the provisions of a written agreement between Pioneer and the appointed administrative services provider or providers ( a "Services Agreement"). The appointed services provider may be one of the Voting Members. A Services Agreement shall set forth the terms and conditions by which the appointed administrative services provider shall perform or cause to be performed all tasks necessary for planning, implementing, operating and administering the PACE Program, the CCA Program and other approved programs. The Services Agreement shall set forth the term of the Agreement and the circumstances under which the Services Agreement may be terminated by Pioneer. This section shall not in any way be construed to limit the discretion of Pioneer to hire its own employees to administer the PACE Program, the CCA Program or any other program.
-7-
13065-0001 \2852296v7 .doc
D.

Section 7.

Independent Monitor. The Board may appoint or contract for the services of an independent monitor to review programs operated by Pioneer and to report to the Board.

Advisory Commissions, Boards or Committees. The Board may establish any advisory commissions, boards, and committees as the Board deems appropriate to assist the Board in carrying out its functions and implementing the CCA Program, other energy programs and the provisions of this Agreement which shall comply with the requirements of the Brown Act. The Board may establish rules, regulations, policies, bylaws or procedures to govern any such commissions, boards, or committees.

Treasurer and Auditor-Controller
The Governing Board shall appoint a Treasurer for Pioneer. The Treasurer shall be the depository of Pioneer and shall have all of the duties and responsibilities specified in Section 6505.5 of the Act. The duties and obligations of the Treasurer are further specified in Section 9.

The Governing Body shall appoint an Auditor-Controller for Pioneer in compliance with the Act.

The Auditor-Controller of Pioneer shall make or contract with a certified public accountant to cause an annual audit in compliance with Section 6506 of the Act. Pioneer of the Board to appoint a Treasurer and Auditor/Controller shall include Pioneer to combine both offices to be held by one officer or employee pursuant to section 6505.6 of the Act.

Section 8.

Special Voting Requirements and Voting Shares
Involuntary Termination. Action of the Board on matters set forth in Section 15A (involuntary termination of a Member) shall require the affirmative vote of at least two-thirds of the Board Members; provided, however, the Member subject to involuntary termination may not vote, and the number of Board Members constituting two-thirds of all Board Members shall be recalculated as if the Voting Member subject to possible termination were not a Voting Member.

Amendment. Action of the Board on matters set forth in Section 19 (amendment of this Agreement) shall require an affirmative vote of at least two-thirds of the Board members.

Eminent Domain. A decision to exercise the power of eminent domain on behalf of Pioneer to acquire any property interest other than an easement, right-of-way, or temporary construction easement shall require a vote of at least two-thirds of all Board Members.

Contributions by Members. The imposition on any Member of any obligation to make contributions or pledge assets as a condition of continued participation in the PACE Program, the CCA Program, or other energy programs shall require a vote of at least two-thirds of all Board Members and the approval of the governing boards of the Members and Associate Members who are being asked to make such contribution or pledge.
-8-
13065-0001 \2852296v7 .doc
Section 9.

Financial Provisions
Fiscal Year. For the purposes of this Agreement, Pioneer shall have such fiscal year from July 1 to and including the following June 30.

Depository. All funds of Pioneer shall be held in separate accounts in the name of Pioneer and not commingled with funds of any Member or any other person or entity. All funds of Pioneer shall be strictly and separately accounted for, and regular reports shall be rendered of all receipts and disbursements, at least quarterly during the fiscal year. The books and records of Pioneer shall be open to inspection by the Members at all reasonable times, The Board shall contract with a certified public accountant to make an annual audit of the accounts and records of Pioneer, which shall be conducted in accordance with the requirements of Section 6505 of the Act.

Expenditures. All expenditures shall be made in accordance with the approved budget and upon the approval of any officer so authorized by the Board in accordance with its Operating Rules and Regulations. The Treasurer shall draw checks or warrants or make payments by other means for claims or disbursements not within an applicable budget only upon the prior approval of the Board.

Budget. The initial budget shall be approved by the Board. The Board may revise the budget from time to time through an Pioneer Document as may be reasonably necessary to address contingencies and unexpected expenses. All subsequent budgets of Pioneer shall be approved by the Board in accordance with the Operating Rules and Regulations.

Funding oflnitial Costs. The County of Placer funded certain activities necessary to implement the CCA Program. These costs were repaid in full when the CCAP Program became operational.

CCA Program Costs. The Members desire that all costs incurred by Pioneer that are directly or indirectly attributable to the provision of electric, conservation, efficiency, incentives, financing, or other services provided under the CCA Program, including but limited to the establishment and maintenance of various reserves and performance funds and administrative, accounting, legal, consulting, and other similar costs, shall be recovered through charges to CCA customers receiving such electric services, or from revenues from grants or other third-party sources.

Section 10. Implementation Action and Pioneer Documents A. Each Member shall adopt an ordinance or resolution in accordance with Public Utilities Code Section 366.2( c )(12) for the purpose of specifying that the Member intends to implement a CCA Program by and through its participation in Pioneer.

B. Each Member that wishes to participate in the CCA Program shall adopt a resolution expressing its desire to become a Member to this Agreement, and its -9-
13065-000 I \2852296v7 .doc
intention to have the territory of the Member's jurisdiction included in the service territory of the CCA.

C. Each New Voting Member that wishes to participate in the PACE Program shall adopt a resolution authorizing it to become a Voting Member under this Agreement. Execution by such New Voting Member of this Agreement shall constitute consent to Pioneer undertaking contractual assessment proceedings under Chapter 29 for all of the properties in such New Voting Member's incorporated area and to the contractual assessment financing of certain improvements (as enumerated from time to time in Chapter 29, "Improvements") by Pioneer, upon the request by and voluntary agreement of owners of such properties, in compliance with the laws, rules and regulations applicable to Pioneer's PACE Program, and to the assumption of jurisdiction thereover by Pioneer for the purposes thereof. Execution by such New Voting Member of this Agreement shall also serve to authorize Pioneer to take each step required for it to provide contractual assessment financing for the Improvements, including the levying, collecting and enforcement of contractual assessments to finance the Improvements and the issuance and enforcement of bonds and other financing instruments to represent and be secured by such contractual assessments. The New Voting Members shall not be required to adopt a PACE Agreement and shall not be subject to the rights and obligations set forth therein, but shall instead, upon becoming Voting Members hereunder, be subject to the rights and obligations expressly set forth herein.

Pioneer may additionally provide PACE Programs pursuant to Chapter 29 within the boundaries of non-voting Associate Members, as described further in Section 16 herein.

D. Implementation Plan and Statement of Intent. Pioneer shall cause to be prepared an Implementation Plan and Statement of Intent meeting the requirements of California Public Utilities Code Section 366.2 and any applicable California Public Utilities Commission regulations. The Implementation Plan and Statement of Intent shall specify the service territory of the CCA to be within the boundaries of the Member jurisdictions that have taken the actions specified in A and B above. The Implementation Plan and Statement oflntent shall not be filed with the California Public Utilities Commission until it is approved by the Board in the manner provided by Section 5.

If a City or County adopts an ordinance and resolution pursuant to A and B above, expressing its desire to become a Member to this Agreement subsequent to the filing of the then most recently filed Implementation Plan and Statement of Intent, the Board shall direct the preparation and filing of a new or amended Implementation Plan and Statement of Intent to include the territory of the County or City as soon as reasonably practicable. The Board may require the County or City to pay the cost of preparation and submission of the Implementation Plan and Statement of Intent. Upon California Public Utilities Commission certification of the new or amended Implementation Plan and Statement of Intent, the Board shall -10-
13065-000 I \2852296v7 .doc
take an action to approve the membership of the County or City. The County or City shall then be entitled to all rights under this Agreement, including a seat on the Board and voting rights pursuant to Section 5.A and Section 8.

E. Termination of CCA and PACE Program. Nothing contained in this Article or this Agreement shall be construed to limit the discretion of Pioneer to terminate the implementation or operation of the CCA or the PACE Program at any time in accordance with any applicable requirements of state law.

F. Pioneer Documents. The Members acknowledge and agree that the affairs of Pioneer will be implemented through various documents duly adopted by the Board through Board resolution. The Members agree to abide by and comply with the terms and conditions of all such documents that may be adopted by the Board, subject to the Members' right to withdraw from Pioneer as described in Section 14.

Section 11. Records and Reports
The Board shall establish reporting requirements and direct staff to maintain such reports, including, but not limited to, funds and accounts as may be required by good accounting practice or by law. All books and records of Pioneer shall be open to inspection at all reasonable times by any Member to this Agreement or its representatives. Annual audits of Pioneer's accounts and records shall be made by an independent CPA firm, and reports shall be filed in the manner provided in Section 6505 of the California Government Code.

Section 12. Debts, Liabilities and Obligations
Pioneer is a public agency separate from the Members. Pursuant to Sections 6508.1 of the Act, the debts, liabilities or obligations of Pioneer shall not be debts, liabilities or obligations of the individual Members unless the governing board of a Member agrees in writing to assume any of the debts, liabilities or obligations of Pioneer. A Member who has not agreed to assume a Pioneer debt, liability or obligation shall not be responsible in any way for such debt, liability or obligation even if a majority of the Members agree to assume the debt, liability or obligation of Pioneer. Should any debt, liability or obligation of Pioneer not be waived or allowed payable through assets of Pioneer, none of the County or City members shall be liable, except as provided by Government Code sections 895 through 895.8.

Section 13. Insurance and Indemnity
Pioneer shall acquire and maintain such insurance coverage as is necessary to protect the interests of Pioneer, the Members, and the public. The insurance shall also contain a written endorsement to such policy or policies, which names each of the Voting Members as additional insureds. Pioneer shall defend, indemnify, and hold harmless the Members, and each of their respective Board or Council members, officers, agents and employees, from any and all claims, losses, damages, costs, injuries, and liabilities of every kind arising directly or indirectly from the conduct, activities, operations, acts, and omissions of Pioneer under this Agreement. -11-
13065-0001 \2852296v7 .doc
Section 14. Withdrawal
A. Right to Withdraw by Voting Member. A Voting Member may withdraw its participation in the CCA Program, effective as of the beginning of Pioneer's fiscal year, by giving no less than 12 months advance written notice of its election to do so, which notice shall be given to Pioneer and each Voting Member. Withdrawal of a Voting Member shall require an affirmative vote of its governing board.

B. Right to Withdraw By Voting Member After Amendment. Notwithstanding Section 14A, a Voting Member may withdraw its membership in Pioneer following an amendment to this Agreement adopted by the Board which the Board Member appointed as the representative of a Voting Member voted against provided such notice is given in writing within thirty (30) days following the date of the vote. Withdrawal of a Member shall require an affirmative vote of its governing board and shall not be subject to the twelve month advance notice provided in Section 14A. In the event of such withdrawal, the Member shall be subject to the provisions of Section 15B.

C. Continuing Liability; Further Assurances. A Voting Member that withdraws its participation in the CCA Program may be subject to certain continuing liabilities, as described in Section 15B. The withdrawing Voting Member and Pioneer shall execute and deliver all further instruments and documents, and take any further action that may be reasonably necessary, as determined by the Board, to effectuate the orderly withdrawal of such Voting Member from participation in the CCA Program.

D. Withdrawal of Associate Member. The rights of an Associate Member to withdraw from Pioneer shall be governed by the applicable PACE Agreement or CCC Agreement.

Section 15. Tennination
A. Involuntary Termination of a Member. Participation of a Member in the CCA program may be terminated for material non-compliance with provisions of this Agreement or any other agreement relating to the Member's participation in the CCA Program upon a vote of Board Members as provided in Section 8A. Prior to any vote to terminate participation with respect to a Member, written notice of the proposed termination and the reason(s) for such termination shall be delivered to the Member whose termination is proposed at least 30 days prior to the regular Board meeting at which such matter shall first be discussed as an agenda item.

The written notice of proposed termination shall specify the particular provisions of this Agreement or other agreement that the Member has allegedly violated.

The Member subject to possible termination shall have the opportunity at the next regular Board meeting to respond to any reasons and allegations that may be cited as a basis for termination prior to a vote regarding termination. A Member that has had its participation in the CCA Program terminated may be subject to certain continuing liabilities, as described in Section 15B.
-12-
13065-0001 \2852296v7 .doc
B. Continuing Liability; Refund. Upon a withdrawal or involuntary termination of a Member, the Member shall remain responsible for any claims, demands, damages, or liabilities arising from the Member's membership or participation in the CCA Program through the date of its withdrawal or involuntary termination, it being agreed that the Member shall not be responsible for any liabilities arising after the date of the Member's withdrawal or involuntary termination. Claims, demands, damages, or liabilities for which a withdrawing or terminated Member may remain liable include, but are not limited to, losses from the resale of power contracted for by Pioneer to serve the Member's load. With respect to such liability, upon notice by an Member that it wishes to withdraw from the program, Pioneer shall notify the Member of the minimum waiting period under which the Member would have no costs for withdrawal if the Member agrees to stay in the CCA Program for such period. The waiting period will be set to the minimum duration such that there are no costs transferred to remaining ratepayers. If the Member elects to withdraw before the end of the minimum waiting period, the charge for exiting shall be set at a dollar amount that would offset actual costs to the remaining ratepayers, and may not include punitive charges that exceed actual costs. In addition, such Member also shall be responsible for any costs or obligations associated with the Member's participation in any program in accordance with the provisions of any agreements relating to such program provided such costs or obligations were incurred prior to the withdrawal of the Member. Pioneer may withhold funds otherwise owing to the Member or may require the Member to deposit sufficient funds with Pioneer, as reasonably determined by Pioneer and approved by a vote of the Board, to cover the Member's liability for the costs described above. Any amount of the Member's funds held on deposit with Pioneer above amounts not required to pay any liabilities or obligations shall be returned to the Member. The liability of any Member under this section 15B is subject and subordinate to the provisions of Section 12, and nothing in this section 15B shall reduce, impair, or eliminate any immunity from liability provided by Section 12.

C. Mutual Termination. This Agreement may be terminated by mutual agreement of all the Voting Members; provided, however, the foregoing shall not be construed as limiting the rights of a Voting Member to withdraw its participation in the CCA Program, as described in Section 14A.

D. Disposition of Property upon Termination of Pioneer. Upon termination of this Agreement, any surplus money or assets in possession of Pioneer for use under this Agreement, after payment of all liabilities, costs, expenses, and charges incurred under this Agreement and under any program documents, shall be returned to the then-existing Voting Members in proportion to the contributions made by each. If no such contributions have been made, then such surplus after payment of all liabilities, costs, expenses, and charges shall be distributed to each Voting Member based on Annual Energy Use Divided by Total Annual Energy, multiplied by 100. "Annual Energy Use" means the annual electricity usage, expressed in kilowatt hours ("kWh") within the Voting Member's respective jurisdiction, and "Total Annual Energy" means the sum of all the Members -13-
13065-0001 \2852296v7 .doc
Annual Energy Use. All measures of kilowatt hours shall be set using the electric load forecast upon which the current annual budget was based. If a Member has more than one Board Member, the distribution will be made pursuant to the above calculation as it relates to the respective jurisdiction.

Section 16. Associate Members
A. With the approval of the Board, any qualified public agency (as defined by Section 6500 of the JP A law) may become a non-voting Associate Member of this Agreement for purposes of participating in the CCA Program. A public agency requesting such membership may apply by presenting to Pioneer a resolution of the public agency approving of this form of participation.

Section 17. Termination of Powers
Pioneer shall continue to exercise the powers herein conferred upon it until termination of this Agreement, and thereafter shall continue to exercise only such powers as to enable it to pay and discharge all costs, expenses, and charges legally incurred hereunder, and to dispose of, divide and distribute any property required as a result of the joint exercise of such powers, Section 18. Disposition of Assets; Property and Money
Upon termination of this Agreement under Section 15, all costs, expenses, and charges legally incurred by Pioneer shall be paid and discharged; and Pioneer shall sell such property as may be necessary and shall distribute to the federal or State government such property and funds as are lawfully required; the balance of such property and any surplus money on hand shall be -14-
13065-0001 \2852296v7 .doc
distributed or returned in proportion to contributions made by the affected Members except to the extent otherwise agreed upon by the affected Members.

Section 19. Amendments
This Agreement may only be amended by a written amendment approved by a vote of Board Members as provided in Section 8. Amendments to Section 4 of this Agreement, and the addition of new Voting Members shall also be separately approved by a duly adopted resolution of the governing board of each Member. Pioneer shall provide written notice to all Members of amendments to this Agreement at least 30 days prior to the date upon which the proposed amendment is being considered by the Board. If the proposed amendment is adopted by the Board, the Authority shall provide prompt written notice to all Members of the effective date of such amendment along with a copy of the amendment.

This Agreement may not be modified, changed, supplemented or terminated, nor may any obligation under this Agreement be waived, except as provided in Section 19.

1. Option 1: Expand the list of JPA sections that can only be amended by a vote of all member governing boards by revising Section 19 to read:
"19. This Agreement may only be amended by a written amendmentapproved by a vote of Board Members as provided in Section 8. Amendments to Sections 4, 5.A and C, 81 12, 14.A and B, 15.A, or 19 of this Agreement, and the addition of new Voting Members shall also be separately approved by a duly adopted resolution of the governing board of each Member.

Pioneer shall provide written notice to all Members of amendments to this Agreement at least 30 days prior to the date upon which the proposed amendment is being considered by the Board. If the proposed amendment is adopted by the Board, the Authority shall provide prompt written notice to al l Members of the effective date of such amendment along with a copy of the amendment."

2. Option 2: Provide longer notice to members before the JPA Board acts on an amendment by revising Section 19 to read:
"19. This Agreement may only be amended by a written amendment approved by a vote of Board Members as provided in Section 8. Amendments to Section 4 of this Agreement, and the addition of new Voting Members shall also be separately approved by a duly adopted resolution of the governing board of each Member. Pioneer shall provide written notice to all Members of amendments to this Agreement at least .J§O days prior to the date upon which the proposed amendment is being considered by the Board. If the proposed amendment is adopted by the Board, the Authority shall provide prompt written notice to all Members of the effective date of such amendment along with a copy of the amendment."

3. Option 3: Create a Technical Advisory Committee comprised of the chief executives of each voting member to consider JPA amendments before they are presented to the JPA Board for action. •
Notes on sections referenced in Option 1:

Section 5.A: Describes the composition of the Governing Board of the JPA, currently two directors appointed by Placer County and one by each other voting member of the JPA.

Section 5.C: Provides that (with some limitations, see Section 8 of the JPA), actions of the JPA Board must be approved by a majority of the voting members present.

Section 8: Identifies JPA Board actions that require a super-majority vote of the JPA Board.

Section 12: Provides that the debts, liabilities and obligations of the JPA are not the debts, liabilities or obligations of its member entities.

Section 14.A: Provides the process by which a member entity can withdraw from the CCA Program.
250l597.1 9361.001
Section 14.B: Allows a member entity to withdraw from the JPA if the Joint Powers Agreement is amended and the member entity's representative on the JPA Board voted against the amendment.

Section 15.A: Describes the circumstances under which a member entity can be involuntarily removed from the JPA and the process required.

Section 19: Provides the process for amending the Joint Powers Agreement. 2501597.1 9361.001
Plf)NEER

COMMUNITY ENERGY
Staff Report - Item IV-8
To: The Governing Board
From: Donald Eckert, Chief Executive Officer
Item IV-B: CEO Report
Date: 5/16/2024

PERSONNEL
Pioneer is excited to introduce two new members to the team:

1. Pioneer is pleased to welcome Kelly Neuer to our customer care team. Kelly started on Monday, May 6 and brings to Pioneer a wealth of experience, including serving in various roles at Placer County Water Agency. She has a strong understanding of the importance of ensuring quality service, as well as direct experience supporting key programs, reporting, and customer outreach.

2. Nick Yurashku joins us from a HR Tech Company in Roseville where he has developed and applied machine learning algorithms for in-depth quantitative statistical analysis, and also leveraged Python and Monte Carlo simulations to generate approximately $1M in additional revenue streams. Further, he has automated data mining, data manipulation and cleaning from customer data sets, significantly creating great efficiencies and cost savings. Nick has a BS in Economics from UC Davis and is a graduate student studying Applied Data Science at Syracuse University.

We currently have no active recruitment.

CHIEF EXECUTIVE OFFICER AGREEMENTS EXECUTED (NON-POWER SUPPLY) There are no items to report.

NET ENERGY METERING ("NEM'') ANNUAL CASH OUT
Pioneer's annual NEM cash-out process is underway. This year, 8,989 customers will receive checks totaling $1.2 million. Pioneer sent a notice to customers to be on the look-out for the checks, which are sent via a third-party vendor (bill.com), on May 3. The first batch of payments was sent to 3,733 NEM customers and arrived during the week of May 6; the second batch will be processed and sent in mid-May.

JOINT RATE MAILER ("JRM")
Near this time of year, all Community Choice Aggregators ("CCA") collaborate with their respective Investor-Owned Utility ("IOU") to produce an annual publication that compares the CCAs generation rates and power content label, which details the energy portfolio sources compared to the IOU's.

Due to an industry-wide delay in the issuance of Renewable Energy Certificates ("RECs") by the Western Renewable Energy Generation Information System ("WREGIS"), which is experiencing an approximately seven-month delay in issuing RECs for certain renewable transactions caused by an unresolved software issue, this year's JRM cannot be completed by the required deadline. CalCCA, our trade association, and Pacific Gas & Electric ("PG&E") are requesting that regulators postpone the compliance deadline for releasing the JRM.

Staff continue to work with PG&E and monitor CalCCA's requests. We anticipate that the deadline will be extended to a yet undetermined date.

Page 1 of 2 ends

Pioneer Community Energy Board of DirectorsMay 16, 2024

Pioneer Community Energy Board of Directors
May 16, 2024