Pioneer Community Energy Board of Directors
June 20, 2024

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
June 20, 2024

SPECIAL MEETING
CLOSED SESSION – 2:30 PM
REGULAR SESSION – 3:00 PM
Pioneer Community Energy Board Room
2510 Warren Drive, Suite B, Rocklin, CA 95677
Remote Location:
2200 Douglas Blvd., Bldg. A, Suite 260, Roseville, CA 95661 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.

Plf)NEER

COMMUNITY ENERGY
I. CALL TO ORDER
A. ROLL CALL
B. ADJOURN TO CLOSED SESSION
II. CLOSED SESSION
1) Conference with Labor Negotiators - GC §54957.6
Agency Negotiator: Board Chair
Unrepresented Employee: Executive Director
2) Conference with Labor Negotiators - GC §54957.6
Unrepresented Employee: All Employees
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 May 16, 2024, regular meeting. (ECKERT) b) FINANCE & ADMINISTRATION
Receive Fiscal Year 2023-24 Draft Financial Reports through April 2024. (KOEHN) c) FINANCE & ADMINISTRATION
Adopt Resolution approving and authorizing the Chief Executive Officer to execute a renewal agreement with Maher Accountancy for accounting services from July 1, 2024 through June 30, 2025 for an amount not to exceed $206,714. (KOEHN)
d) ADMINISTRATION
Adopt a resolution approving Amendment No. 4 to the Employment Agreement for Executive Director/Chief Executive Officer between Pioneer Community Energy (“Pioneer”) and Mr. Don Eckert. (ECKERT)
e) FINANCE & ADMINISTRATION
Adopt Resolution establishing a Board Member (Directors) Reimbursement Policy. (KOEHN) f) ADMINISTRATION
Approve Pioneer Community Energy’s 2024-2027 Strategic Plan. Subsequently, staff will develop a marketable strategic plan document over the summer to be adopted at the September Board meeting. (ECKERT)
V. PRESENTATIONS
2) Presentation from Dr. Ahmad Faruqui
Receive presentation from our guest speaker, Dr. Ahmad Faruqui, on a variety of topics impacting California’s electricity markets.

VI. REGULAR AGENDA
3) FINANCE & ADMINISTRATION
Fiscal Year 2024-25 Budget (ACTION-KOEHN)
Adopt Resolution approving the Recommended Fiscal Year 2024-25 Budget; approving the job descriptions for the Information Technology Analyst, Information Technology Administrator, and Project Development Manager; approving the title change of the Director of Public Affairs, Marketing and Programs to Director of Communications; and approving the June 2024 Salary Schedule. 4) ADMINISTRATION
Revised Second Amended and Restated JPA Update (ACTION- ECKERT) Adopt Resolution of the Governing Board of Pioneer Community Energy approving the Revised Second Amended and Restated Joint Powers Agreement for Pioneer Community Energy with any changes requested by the Governing Body.

VII. 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:

July 18, 2024 at 3:00 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 June 20, 2024 regular meeting of the Pioneer Community Energy Governing Board was posted and available for public review on June 14, 2024 at the offices of Pioneer Community Energy, 2510 Warren Drive, Suite B, Rocklin, CA 95677; at remote location 2200 Douglas Blvd., Bldg. A, Suite 260, Roseville, CA 95661; 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].

DRAFT

PIONEER COMMUNITY ENERGY

GOVERNING BOARD

SPECIAL MEETING MINUTES
May 16, 2024
Entry No. 1
Heard General Administration Functions, Part I.

Call to Order
Pioneer Community Energy Governing Board met in open session at 2:45 PM on May 16, 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), 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: City of Colfax (Lomen).

Chair Dowdin Calvillo presided over the meeting.

Closed Session
Adjourned to Closed Session at 2:46 PM with expected time of 3:00 PM to reconvene Regular Session.

Conference with Labor Negotiators pursuant to Government Code §54957.6 Agency Negotiator: Board Chair
Unrepresented: Chief Executive Officer
Reconvened in Regular Session at 3:13 PM.

Public Report of Closed Session
In the matter of Conference with Labor Negotiators pursuant to Government Code §54957.6, no reportable action was taken.

Agenda Review
Reviewed and revised the meeting agenda for May 16, 2024, removing Item 5, Second Amended and Restated JPA Update, from this meeting agenda to a future date.

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

Entry No. 2
Acted on the Consent Agenda as follows:

Approved the Consent Agenda less item 1d, Adopt resolution approving the first amendment increasing the contract with Greenlite Lighting Corp USA, by $750,000.00 not-to-exceed dollar amount of $1,012,400.00 for LED Lighting Program Services, which was pulled for separate consideration.

ITEM 1a
DRAFT – May 16, 2024 – page 2
a) Approved the minutes of the April 25, 2024, special meeting. b) Received Fiscal Yar 2023-24 Draft Financial Reports through March 2024. c) Adopted Resolution 2024-14 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. e) Adopted Resolution 2024-16 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.

MOTION: Holmes/Jones. Vote: 10:0:1.

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

No/Abstain: None.

Absent: Lomen.

Entry No. 3
Considered Consent Agenda Item 1d, Adopt resolution approving the first amendment increasing the contract with Greenlite Lighting Corp USA, by $750,000.00 not-to-exceed dollar amount of $1,012,400.00 for LED Lighting Program Services, which had been pulled for separate consideration.

Program Manager Garcia informed the Board that Pioneer has been working with Greenlite since January 2024 and has quickly depleted the original allocation for this program which provides a rebate program for LED lightbulb products which are currently stocked in 14 stores throughout the Pioneer territory. Pioneer is requesting additional funding to extend the program through the end of the calendar year and would include adding Dollar Tree stores, seven of which are in the Pioneer territory including Lincoln and Rocklin, reaching customers in the southern Placer County area.

Chief Executive Officer Eckert suggested that the Board move forward with approving an additional $350,000 for a not-to-exceed program cost of $612,000.

To ensure cost savings to the customer, staff will provide clarification that the Greenlite program provides a multi-pack of LED lightbulbs for $1.25; and confirm that the current Dollar Tree cost is $1.25 per lightbulb.

Adopted Resolution 2024-15 as amended, approving the first amendment increasing the contract with Greenlite Lighting Corp USA, by $350,000.00 not-to-exceed dollar amount of $612,400.00 for LED Lighting Program Services.

MOTION: Holmes/Jones. Vote: 10:0:1.

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

No/Abstain: None.

Absent: Lomen.

DRAFT – May 16, 2024 – page 3
Entry No. 4
Uplight Program
Adopted Resolution 2024-17 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.

MOTION: Hidahl/Holmes. Vote: 9:1:1.

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

No/Abstain: Karleskint.

Absent: Lomen.

Entry No. 5
Goals and Metrics 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.

Received and discussed presentation from facilitator, Kim Tucker.

Agreed to option 2, Fiscally Strong and Resilient, in naming the Financial priority.

Next steps will include staff review and discussion then presentation to the Board of Directors on June 20, 2024, with a formal adoption at the September 19, 2024 Board of Directors meeting. 4:39 PM - Chair Dowdin Calvillo called a short recess.
4:46 PM – Chair Dowdin Calvillo reconvened the meeting.

Entry No. 6
Proposed Fiscal Year 2024-25 Budget
Received a presentation on the Proposed Fiscal Year 2024-25 Budget and provided direction as appropriate.

The Recommended Budget will be brought to the Board for approval at the June 20, 2024 Board Meeting.

Received and discussed presentation from Finance & Administration Director Koehn.

Next steps will be to incorporate feedback from the Board of Directors, Audit & Finance Committee, and the Employee Health & Welfare ad hoc Committee; then, to present the recommended budget to the Board of Directors at the June 20, 2024 meeting.
5:00 PM - Director Hidahl dismissed himself from the meeting.

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

Board Member Communications
Committee Chair Dowdin Calvillo reported that the Expansion ad hoc Committee met on April 29, 2024. All Committee Members were present. The Committee selected her as Committee Chair and selected David Yarbrough as Committee Vice Chair; received and discussed a presentation on Expansion Opportunities with no objections to the prospective agencies; and, by consensus, the Committee recommended moving forward in the process toward submitting an Implementation Plan Amendment in December 2024 with an expected launch in 2027 instead of starting over in 2025. The next meeting of the Committee will be in late August or early September to review the Impact Assessment Studies, then to the Board of Directors in September.

DRAFT – May 16, 2024 – page 4
Committee Chair Janda reported that the Energy Procurement Review ad hoc Committee met on May 1, 2024. All Committee Members, Pioneer staff and support including Commercial Counsel and General Counsel were present. The Committee selected him as Committee Chair and selected Gary Petersen as Committee Vice Chair; reviewed, discussed, asked questions, and approved the Chief Executive Officer’s execution of any power purchase agreements (PPAs) forthcoming from the BioMAT program to help produce more biomass energy; and a PPA with Shell Energy North America that will help Pioneer meet its midterm reliability resource adequacy requirements.

Committee Chair Janda also reported that the Audit & Finance Committee met on May 9, 2024. All Committee Members were present. The Committee approved the meeting minutes of January 3, 2024; received and discussed a presentation from consultant MGT on Cybersecurity Maturity Assessment Results finding that Pioneer Community Energy’s cybersecurity maturity is determined as broadly satisfactory; received and provided recommendation of the Fiscal Year 2024-2025 proposed budget to the Board of Directors; and received an update on the CAPP 1 Compliance Audit which was for a federal program implemented during COVID for customer account arrearage.

Director Ring informed the Board that Item 5, Second Amended and Restated JPA Update, pulled from this meeting agenda will be discussed by the Loomis Town Council on June 11, 2024.

Director Holmes announced that the Mountain Counties Water Resources Association had its inaugural legislative meeting at the state capitol with a reception sponsored by Pioneer Community Energy.

Chief Executive Officer Communications
Chief Executive Officer (CEO) Eckert introduced Nick Yurashku, who recently joined Pioneer as the Manager of Quantitative Analysis & Modeling.

CEO Eckert also informed the Board that 8,989 customers will be receiving Net Energy Metering annual cash out checks totaling $1.2 million. Pioneer pays a premium half-cent over the PG&E rate; however, there have been some complaints about the cash out amounts being less than the previous year. The lower amount is due to the wholesale generation prices being higher in 2022 then coming down in 2023. CEO Eckert commended Customer Care Coordinator Nicole Sena for fielding these customer calls with no reported opt-outs.

CEO Eckert announced that just prior to this meeting, he had received word from the County Administrator of Sutter County regarding their readiness to join Pioneer and requested we proceed with the Impact Assessment Study.

Informational Items
Received the Glossary of Terms.

Adjournment
The meeting adjourned at 5:25 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 April 2024 Date : 6/20/2024

RECOMMENDATION
Receive Fiscal Year 2023-24 Draft Financial Reports through April 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 April 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 nine months of the fiscal year is $46.2 million.

ATTACHMENTS

1. Financial Reports through April 30, 2024

MAHER
,\ • ' I t J 1 ,'\ f

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 April 30, 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
June 6, 2024
1101 Fifth Avenue , Suite 200 Sa n Roloei , CA 94901 415 459 1249 mahercpo.com 1 PIONEER COMMUNITY ENERGY

CCAFUND

STATEMENT OF NET POSITION
As of April 30, 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
$ 13,564,123
84,004,342
18,405,129
8,611,110
1,338,537
222,875
8,954,869
2,463,781
137,564,766
187,928
1,353,562
1,541,490
139,106,256
12,786,022
558,080
676,817
14,755
693,756
759,576
81,566
15,570,572
3,839,266
1,497,385
5,336,651
20,907,223
(37,461)
118,236,494
$ 118,199,033
2 PIONEER COMMUNITY ENERGY

CCAFUND

STATEMENT OF REVENUES, EXPENSES

AND CHANGES IN NET POSITION
Ten Months Ended April 30, 2024

OPERATING 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
Nonoperating revenues (expenses), net

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

CCAFund
$ 178,181,445
15,000
178,196,445
124,591,878
5,653,598
2,876,291
925,046
134,046,813
44,149,632
2,833,340
(769,346)
2,063,994
46,213,626
71,985,407
$ 118,199,033
3 Plf)NEER

COMMUNITY ENERGY
Participation Rates - April 2024
AUBURN INC 85.52% 85.54% 85.68%
COLFAX INC 88.70% 88.36% 88.43%
GRASS VALLEY INC ~ 96.90% 95.79%
LINCOLN INC 82.88% 82.82% 82.87%
LOOMIS INC 87.82% 87.65% 87.77%
NEVADA CITY INC ~ 96.26% 96.26%
PLACERVILLE INC 86.19% 85.98% 85.80%
ROCKLIN INC 90.69% 90.61% 90.48%
UNINC EL DORADO CO 80.46% 80.44% 80.12%
UNINC PLACER CO 84.92% 84.89% 84.92%
Grand Total 84.04% 84.67% 84.51%
4 MAHER
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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 April 30, 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 report is intended for the information of the Board of Directors of Pioneer Community Energy.

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

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

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

H~A~
San Rafael, CA
June 6, 2024
1101 Fifth Avenue, Suite 200 San Rafael , CA 94901 415 459 1249 mahercpa .com 5

PIONEER COMMUNITY ENERGY

CCAFUND

BUDGETARY COMPARISON SCHEDULE
Ten Months Ended April 30, 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 $ 187,725,130 $ 180,591,469 $ (7,133,661) 96% $ 225,938,000 $ 45,346,531 Green 100 Sales 25,268 28,342 3,074 112% 30,000 1,658
Congestion Revenue Rights 4,211,370 7,702,462 3,491,092 183% 5,000,000 (2,702,462) Less Uncollectible Accounts (2,534,630) (2,438,367) 96,263 96% (3,050,568) (612,201) Total Operating Revenues 189,427,137 185,883,905 (3,543,232) 227,917,432 42,033,527

ENERGY EXPENSES
Power Supply 151,208,000 132,294,339 (18,913,661) 87% 183,919,000 51,624,661 OPERATING MARGIN 38,219,137 53,589,566 15,370,429 43,998,432 (9,591,134)

OPERA TING EXPENSES
Administration
Compensation 661,137 522,526 (138,610) 79% 780,507 257,981 Contract services 301,938 83,862 (218,076) 28% 341,325 257,463 Operating expenses 719,751 545,256 (174,495) 76% 781,126 235,870 'J'otal Administration expenses 1,682,825 1,151,644 (531,181) 68% 1,902,958 751,314 Finance
Compensation 691,555 686,274 (5,281) 99% 829,866 143,592 Contract services 500,348 313,943 (186,405) 63% 571,618 257,675 Operating expenses 226,586 171,334 (55,252) 76% 256,103 84,769 Total Finance expenses 1,418,489 1,171,551 (246,939) 83% 1,657,587 486,036 Power Procurement
Compensation 702,698 502,141 (200,557) 71% 829,237 327,096 Contract services 1,705,487 1,613,565 (91,922) 95% 2,120,341 506,776 Operating expenses 35,833 16,432 (19,402) 46% 43,000 26,568 Total Power Procurement expenses 2,444,018 2,132,137 (311,880) 87% 2,992,578 860,441 Customer Care
Compensation 604,647 412,472 (192,175) 68% 725,576 313,104 Contract services 2,434,475 2,229,633 (204,842) 92% 2,921,370 691,737 Operating expenses 15,208 13,152 (2,057) 86% 18,250 5,098 Total Customer Care expenses 3,054,330 2,655,257 (399,073) 87% 3,665,196 1,009,939 Marketing & Communications
Compensation 225,888 202,325 (23,563) 90% 283,922 81,597 Contract services 921,967 993,687 71,720 108% 1,106,360 112,673 Operating expenses 336,195 294,379 (41,816) 88% 361,600 67,221 Total Marketing expenses 1,484,050 1,490,391 6,341 100% 1,751,882 261,491 Legislative & Regulatory
Compensation 481,443 394,923 (86,521) 82% 577,732 182,809 Contract services 202,758 104,213 (98,546) 51% 217,275 113,062 Operating expenses 5,250 7,607 2,357 145% 6,300 (1,307) Total Legislative expenses 689,452 506,742 (182,710) 73% 801,307 294,565 Programs
Compensation 175,236 144,474 (30,762) 82% 210,283 65,809 Contract services 241,279 219,976 (21,303) 91% 324,400 104,424 Operating expenses 1,250,152 563 (1,249,589) 0% 1,465,317 1,464,754 Total Programs expenses 1,666,667 365,012 (1,301,654) 22% 2,000,000 1,634,988 Total Operating Expenses 12,439,830 9,472,734 (2,967,096) 76% 14,771,508 5,298,774

NON-OPERA TING REVENUES (EXPENSES)
Investment gains (losses) 1,729,167 2,833,340 1,104,173 2,500,000 (333,340) Term Loan Debt Service (791,667) (760,275) 31,392 96% (950,000) (189,725) Additional Term Loan Principal (2,100,000) (2,100,000) (2,100,000) Line/Letter of Credit Fees (550,000) (515,473) 34,527 94% (650,000) (134,527) Financial Security Requirement (360,000) 360,000 0% (360,000) (360,000) Nonoperating revenues (expenses), net (2,072,500) (527,408) 1,545,093 (1,560,000) (1,032,592) Total Expenses (Energy, Operating, Non-Operating) 165,720,330 142,294,481 (23.425,849) 200,250,508 57,956,027 Contribution to/(from) Reserves $ 23,706,808 $ 43,589,425 $ 19,882,617 $ 27,666,924 $ (15,922,50 I) Plf)NEER

COMMUNITY ENERGY
Staff Report - Item le
To: The Governing Board
From: Brad Koehn, Director of Finance and Administration Item le: Adopt a Resolution Approving and Authorizing the Chief Executive Officer to Execute Renewal Agreement with Maher Accountancy for Accounting Services Date: 6/20/2024

RECOMMENDATION
Adopt a resolution approving and authorizing the Chief Executive Officer to execute a renewal agreement with Maher Accountancy for accounting services from July 1, 2024 through June 30, 2025 for an amount not to exceed $206,714.

BACKGROUND
Accurate financial reporting and strong internal controls are of high importance to both the Governing Board and Staff. On March 18, 2021, the Board authorized the Executive Director to execute an agreement with Maher Accountancy for Pioneer's accounting and financial reporting needs from April 2021 to June 2022. On May 19, 2022 and May 18, 2023, the Board authorized Pioneer's agreement with Maher Accountancy to be renewed for terms spanning both Fiscal Year 2022-23 and Fiscal Year 2023-24, respectively.

Maher Accountancy maintains strong internal controls, has less fiscal impact than hiring in-house staff, and provides institutional knowledge based on years of experience with other Community Choice Aggregators (CCAs).

ANALYSIS & DISCUSSION
Maher Accountancy shall provide accounting services and financial operational assistance to Pioneer for a fixed monthly fee .

Standard Services include:

1. Maintenance of the General Ledger including reconciling customer data management reports of customer activity and accounts receivable and reconciliation of the agency's financial institution for cash activity and balances.

2. Assist staff with the development of the operating budget.

3. Manage accounts payable by providing a cloud-based accounts payable document management system that enhances internal controls.

4. Manage compliance with fiscal provisions of vendor contracts including the verifying of time periods, rates, and financial limits before payment is released.

5. Monitor expenditures budget compliance and make timely suggestions and budget amendments when necessary.

6. Financial reporting including periodic and year-to-date accrual basis financial statements.

7. Present financial information to the Governing Board, as needed.

8. Assist in treasury function.

9. File various compliance reports for state and local agencies such as user taxes, energy surcharges and state controller reports (financial transaction and government compensation reports).

10. File annual information returns such as 1099's/1096's.

Agenda Item: le Agenda Date: 6/20/2024
Maher Accountancy shall also:
• assist with coordination of an independent auditor for the annual audit and prepare annual financial statements, including notes and the Management Discussion & Analysis. • coordinate with the County of Placer for inclusion of mPOWER financials in the annual audit process. • maintain online contract and budget tracking tools to improve staff's ability to track spending and manage service contracts more efficiently.

Pioneer retains the right to terminate the contract at any time.

STRATEGIC PLAN
Strategic Priority 5: Financial Stability & Strategic Growth

FISCAL IMPACT
The fiscal impact of this recommendation is $206,714 over a 12-month period beginning July 1, 2024.

ATTACHMENTS

1. Resolution Approving and Authorizing the Chief Executive Officer to Execute a Renewal Agreement with Maher Accountancy for Accounting Services.

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 MAHER ACCOUNTANCY

FOR ACCOUNTING SERVICES
Resolution No.: -----
The following Resolution was duly passed by the Governing Board of Pioneer Community Energy at a regular meeting held June 20, 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 Authorize the Chief Executive Officer to Execute an Agreement with Maher Accountancy for Accounting Services; and WHEREAS, competitive solicitation requirement is hereby dispensed and a sole source procurement with Maher Accountancy is justifiably in the best interest of Pioneer for the following reasons:
• Maher Accountancy has been in business for over 35 years providing audit, tax and accounting services.
• Maher Accountancy has experience auditing local governments and providing accounting and consulting services to various types of utilities. • Maher Accountancy has been providing services to CCA companies since 2010, including the first successfully formed CCA, Marin Clean Energy. Maher Accountancy continues to be engaged with Marin Clean Energy. • Maher Accountancy has a developed team of CPAs, Data Analyst, and Accountants with CCA experience.
• Maher Accountancy provides services to 6 CCAs that are very similar to Pioneer's service offering and worked with each one prior and during each CCA's phase 1 launches.
• In addition to those 6 CCA's, other CCAs throughout the State receive various Maher Accountancy consulting services.

Resolution No.

• Maher Accountancy has extensive experience working with Pioneer's service providers; Calpine Energy Solutions and ZGlobal which provide critical data services for revenues and cost of energy.

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 Maher Accountancy for Accounting services, in substantially the form attached, for accounting services from July 1, 2024, through June 30, 2025, for an amount not-to-exceed $206,714 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: Professional Services Agreement with Maher Accountancy. 2 Administering Agency: Pioneer Community Energy
Contract No.

Contract Description: Accounting Services

CONSULTANT SERVICES AGREEMENT
THIS AGREEMENT is made at Rocklin, California, as of June 20, 2024, by and between Pioneer Community Energy, ("Pioneer"), and Maher Accountancy ("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 Six Thousand Seven Hundred Fourteen Dollars ($206,714.00).

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 perfonn 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, pennits, 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 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 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 ofno 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 term of this Agreement, desires the removal of any person or persons assigned by Consultant to perfo1m 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 perfonn the work under this agreement with those individuals identified. Reassignment or substitution of individuals or subcontractors named in the Project Team by Consultant without the prior written consent of Pioneer shall be grounds for cancellation of the agreement by Pioneer, and payment shall be made pursuant to Section 15 (Termination) of this Agreement only for that work performed by Project Team members.

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

15. Termination.

A. Pioneer shall have the right to terminate this Agreement at any time by giving notice in writing of such termination to Consultant. In the event Pioneer shall give notice of termination, Consultant shall immediately cease rendering service upon receipt of such written notice, pursuant to this Agreement. In the event Pioneer shall terminate this Agreement:
1) Consultant shall deliver copies of all writings prepared by it pursuant to this Agreement. The term "writings" shall be construed to mean and include: handwriting, typewriting, printing, Photostatting, photographing, and every other means of recording - 2 -
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 oftennination 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. The tenn of this Agreement shall commence on July 1, 2024, and shall terminate on June 30, 2025, unless terminated earlier as set forth herein.

17. Non-Discrimination. Consultant shall not discriminate in its employment practices because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, or sexual orientation in contravention of the California Fair Employment and Housing Act, Government Code section 12900 et~-

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 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.

22. Entirety of Agreement. This Agreement contains the entire agreement of Pioneer and Consultant with respect to the subject matter hereof, and no other agreement, statement, or promise made by - 3 -
any party, or to any employee, officer or 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 patiies, 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 pa1iies as follows:

PIONEER COMMUNITY ENERGY:

Pioneer Community Energy
Attn: Eric Acedo
2510 Warren Drive Suite 8
Rocklin, CA 95677
[email protected]
Phone: 916-758-8943
CONSULT ANT:

Maher Accountancy
Attn: Michael Maher
1101 Fifth Ave, Suite 200
San Rafael, CA 9490 I
[email protected]
Phone: (415) 526-3020
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:

Name: Don Eckert
Title: Chief Executive Officer
Approved as to Form -General Counsel:

By:

Name: Patrick Enright
Title: General Counsel

MAHER ACCOUNTANCY
By:

E-SIGNED by Michael Maher
on 2024-06-13 07:39:27 PDT
Name: Michael Maher
Title: Vice President
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 -

EXHIBIT A

SCOPE OF SERVICES
A. Monthly Financial Operational Assistance:
1 . Maintain accounting system, accounts payable system and processes.

2. Maintain the general ledger with proper support and documentation, including:
a. Posting accrued revenue, cash receipts, accounts payable, cash disbursements, payroll, accrued expenses, aggregate customer billings, etc. b. Prepare or maintain the following monthly analysis regarding general ledger account balances:

1. Reconciliation to statements from Pioneer's financial institution for cash activity and balances;

11. Reconciliation of customer data manager reports of customer activity and accounts receivable aging to general ledger;
iii. Computation of estimated user fees earned but not billed as of the end of the reporting period;
iv. Schedule of depreciation of capital assets;
v. Aged schedule of accounts payable;
vi. Schedules of details regarding all remaining balance sheet accounts.

3. Manage accounts payable: Maher utilizes a cloud-based accounts payable document management system to provide for documentation of management review, proper segregation of duties, and access to source data. Maher ensures that required authorization is documented and that account coding is correct. Pioneer's staff then authorizes the release of payment, providing an additional safeguard.

4. Assist with compliance of fiscal provisions of non-energy vendor contracts for services.

Before remitting vendor invoices for management approval, Maher verifies that each vendor invoice is compliant with contract provisions regarding time periods, rates, and financial limits.

5. Provide periodic and year-to-date financial statements in compliance with GAAP (without disclosures). The financial statements will be considered a compilation engagement in accordance with the Statements on Standards for Accounting and Review Services promulgated by the AICP A.

6. Provide monthly financial statements with comparison to budget. a. Provide timely budget amendments and insight suggestions.

7. Filing annual information returns, such as fonn 1099/1096's.

8. Prepare and file various compliance reports for state and local agencies such as user taxes, energy surcharges and state controller reports including financial transaction and government compensation in California.

9. Assist in treasury function and assist staff with development of the operating budget.

10. The responsibility of the accounting and reporting for all mPOWER activity rests with Pioneer Community Energy's treasurer and the County of Placer Treasurer Tax-Collector's Office. Maher Accountancy will incorporate data prepared by the treasurer in the annual financial statements.

B. Financial Statement Audit Support

1. Draft financial statements, notes, and MD&A letter

2. Prepare audit workpapers

3. Coordinate with Pioneer and auditor
C. Provide access to unified web portal for professional services contract management and review

1. Maintain listing of open and recently closed contracts, documents, and basic metadata as available from accounting system or Bill.com.

to Consultant Services Agreement

2. Track Actual spend against commitments and report on available balances.

3. Maher will maintain the data, but ongoing accuracy will require cooperation from vendor relationship managers

4. Pioneer will timely provide Maher with contracts and contract amendments

5. Pioneer will review Maher's input of the contract data into the p01ial

to Consultant Services Agreement

EXHIBITB

PAYMENT FOR SERVICES RENDERED
Maximum Limit & Fee Schedule
The total amount for services rendered as described in Exhibit "A" shall not exceed $206,714.

Maher Fee Summary
Task
Monthly Financial
Operations Support
Fixed Monthly Fee I Annual Maximum
$15,050 $180,600
1 Annual Financial Statement I NI A
I Audit Repo1t 1
Contrac~Budget Porta-I £ $ 800
Not-to-Exceed Total NIA - - -
-,
Reimbursable Expenses
Notes
Payable upon audit I
comp~t~ I
-~-
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. Pioneer user fees and Payment issuance costs charged by cloud-based accounts payable services will be borne by Pioneer.

Invoices
Consultant shall submit monthly invoices, as applicable, to Pioneer. Invoices shall include an itemized list of work pe1formed and/or services provided. Work pe1formed by Consultant will be subject to final acceptance by Pioneer.

Submit all invoices to:

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

FACILITIES, EQUIPMENT, AND OTHER

MATERIALS, AND OBLIGATIONS OF PIONEER
(Specify all equipment and facilities to be provided or made available by Pioneer, and any other Pioneer obligations.)

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 hatmless from any and all losses, claims, liens, demands, and causes of action of evety 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 evety character occmTing or in any way incident to, in connection with or arising directly or indirectly out of, the contract or agreement. CONSULT ANT agrees to investigate, handle, respond to, provide defense for, and defend any such claims, demand, or suit at the sole expense of the CONSULT ANT.

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 perfo1mance 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 injuty by accident, one million dollars ($1,000,000) policy limit for bodily injuty by disease, and one million dollars ($1,000,000) each employee for bodily injuty by disease.

If there is an exposure of injuty 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 policy shall be endorsed to state that the workers' compensation carrier waives its right of subrogation against Pioneer, its officers, directors, officials, Page I of Exhibit D
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 CONSULT ANT.

CONSULTANT shall require all SUBCONTRACTORS to maintain adequate Workers' Compensation insurance. Ce1tificates 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 CONSULTANT, providing insurance for bodily injury liability and property damage liability for the limits of liability indicated below and including coverage for:
(1) Contractual liability insuring the obligations assumed by CONSULTANT in this Agreement.

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

C. If CONSULT ANT caiTies 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 of liability shall not be less than:

to Consultant Services Agreement
One million dollars ($1,000,000) each occurrence (combined single limit for bodily injmy 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 primaiy 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 $1,000,000 US per occurrence.

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 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 - 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, cetiified copies of all required insurance policies, including endorsements required by these specifications, at any time.

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

to Consultant Services Agreement

Staff Report – Item 1d
To: The Governing Board
From: Patrick Enright, General Counsel
Item 1d: Adopt Resolution Approving Amendment No. 4 to the Employment Agreement for Executive Director/Chief Executive Officer
Date: 6/20/2024

RECOMMENDATION
Adopt a resolution approving Amendment No. 4 to the Employment Agreement for Executive Director/Chief Executive Officer between Pioneer Community Energy (“Pioneer”) and Mr. Don Eckert.

BACKGROUND
Pioneer executed an Employment Agreement with Mr. Eckert on May 28, 2020, the is effective from July 13, 2020 to July 13, 2024. The Employment Agreement provides for three (3) year extensions after the initial Term.

The Agreement was amended by Amendment No. 1 on November 18, 2021, Amendment No. 2 on January 19, 2023 and Amendment No. 3 on March 21, 2024.

This Amendment No. 4 will extend the term of the Agreement until July 13, 2027, and amend the medical, dental and vision insurance available to Employee by providing a “me too” clause providing the Employee with the same insurance as all other Pioneer employees family coverage. As with Mr. Eckert’s recent performance review,, the Board finds that Pioneer has made valuable advances during the last four (4) years as Mr. Eckert has successfully navigated Pioneer to a value-driven organization that provides savings and excellent service to Pioneer’s customers while expanding in deliverables that enhance brand image and strengthen Pioneer’s commitment to the community, including but not limited to  Recommended rate options for 2023 resulting in ratepayer savings of $46 million compared to Pacific Gas & Electric’s (“PG&E”) generation rate.
 Shepherded Pioneer to receive an A- credit rating from Standard & Poor’s with a stable long-term outlook. The operating budget supports significant ratepayer savings, $2 million for program development, and continued build-up of reserves towards Pioneer’s policy target.  Secured procurement of powers supply and resource adequacy in a volatile market for the expansion into the City of Grass Valley and Nevada City. The result of the urgent procurement of powers supply allowed the new territory to receive the same generation rate as the current customers and, subsequently, a discount from PG&E. Public outreach and education over nine months resulted in an initial 99 percent participation rate.  Achieved 100 percent compliance with Resource Adequacy (capacity) procurement during a challenging market while many other Community Choice Aggregators fell short of their obligations.
 Negotiated contract for asset optimization for solar+ storage power purchase agreements that could result in several million dollars in revenue by timing energy storage with market signals.  Introduced a Feed-In Tariff to incentivize local biomass and small-hydro projects while continuing to push AB 843 through the California Public Utility Commission (“CPUC”), which supports local biomass projects by granting Pioneer access to Public Purpose Funding.

Agenda Item: 1d Agenda Date: 6/20/2024

 Collaborated with Member Agencies in the development and launch of a new program to promote their compliance with SB 1383 through the negotiated purchase of attributes.  Diversified the Pioneer workforce while retaining valuable employees.

ANALYSIS & DISCUSSION
Amendment No. 4 to the Employment Agreement for Executive Director/Chief Executive Officer proposes the following changes:

1. Extend the term of the Employment Agreement until July 13, 2027.

2. Changes Mr. Eckert’s medical insurance to be the same as offered to all other employees of Pioneer.

STRATEGIC PLAN
The report supports the Strategic Priority: Employer of Choice

FISCAL IMPACT
No fiscal impact.

ATTACHMENTS

1. Resolution Approving Amendment No. 4 to the Employment Agreement for Executive Director.

2. Employment Agreement
Before the Governing Board of
Pioneer Community Energy
Resolution No.: ____________
The following Resolution was duly passed by the Governing Board of Pioneer Community Energy at a regular meeting held June 20, 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, on July 13, 2020, Pioneer Community Energy and Donald Eckert entered into an Employment Agreement for Executive Director; and
WHEREAS, the Agreement was amended by Amendment No. 1 on November 18, 2021, and Amendment No. 2 on January 19, 2023 and Amendment No. 3 on March 21, 2024; and WHEREAS, the parties desire to amend the Employment Agreement to extend the term of the Agreement by three years and to provide that Mr. Eckert shall have the same health care benefits as all other Pioneer employees.

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 Amendment No. 4 to the Employment Agreement for the Executive Director, as attached to this Resolution as Exhibit A.

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

Exhibit A: Amendment No. 4 to Employment Agreement for Executive Director In the matter of:

A RESOLUTION APPROVING AMENDMENT
NO. 4 TO THE EMPLOYMENT AGREEMENT

FOR EXECUTIVE DIRECTOR
AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT FOR

DONALD ECKERT
The Employment Agreement, dated May 28, 2020, between Pioneer Community Energy (Pioneer) and Donald Eckert, an individual (Employee), is amended by this Amendment 4, dated June 20, 2024.

A. Whereas, Pioneer and Employee entered into an Employment Agreement (Agreement), as identified above, providing for the employment of Employee as Executive Director of Pioneer, commencing on July 13, 2020. The Agreement was amended by Amendment No. 1 on November 18, 2021, Amendment No. 2 on January 19, 2023 and Amendment No. 3 on March 21, 2024.

B. Whereas, the Term of the Employment Agreement expires on July 13, 2024 and the parties desire to extend the term until July 13, 2027 and amend paragraph 6 concerning the Medical Insurance Plan provided to Employee.

C. Whereas Employee has made valuable advances to Pioneer over the last four years and has successfully navigated Pioneer to a value-driven organization that provides savings and excellent service to Pioneer’s customers while expanding in deliverables that enhance brand image and strengthen Pioneer’s commitment to the community, including but not limited to:
• Recommended rate options for 2023 resulting in ratepayer savings of $46 million compared to Pacific Gas & Electric’s (“PG&E”) generation rate. • Shepherded Pioneer to receive an A- credit rating from Standard & Poor’s with a stable long-term outlook. The operating budget supports significant ratepayer savings, $2 million for program development, and continued build-up of reserves towards Pioneer’s policy target.
• Secured procurement of powers supply and resource adequacy in a volatile market for the expansion into the City of Grass Valley and Nevada City. The result of the urgent procurement of powers supply allowed the new territory to receive the same generation rate as the current customers and, subsequently, a discount from PG&E. Public outreach and education over nine months resulted in an initial 99 percent participation rate.
• Achieved 100 percent compliance with Resource Adequacy (capacity) procurement during a challenging market while many other Community Choice Aggregators fell short of their obligations.
• Negotiated contract for asset optimization for solar+ storage power purchase agreements that could result in several million dollars in revenue by timing energy storage with market signals.
-2-
• Introduced a Feed-In Tariff to incentivize local biomass and small-hydro projects while continuing to push AB 843 through the California Public Utility Commission (“CPUC”), which supports local biomass projects by granting Pioneer access to Public Purpose Funding.
• Collaborated with Member Agencies in the development and launch of a new program to promote their compliance with SB 1383 through the negotiated purchase of attributes.
• Diversified the Pioneer workforce while retaining valuable employees.

THEREFORE, the Parties desire to amend the Employment Agreement as follows:

1. Section 2, titled “TERM,” is amended to read as follows:
“TERM
(a) The term of this Agreement shall be extended for three (3) years to July 13, 2027 (“Term”) unless terminated by either party in accordance with the provisions set forth in Paragraph 3, or unless terminated for cause, or in the event of death, or permanent disability of Employee.
(b) This Agreement may be renewed for additional three (3) years per term upon written agreement of the parties.. Negotiation of contract renewal is to be commenced 180 days prior to the end of the Term. Notice of non-renewal of this Agreement shall be provided to either party one hundred eighty (180) days prior to end of the Term. (c) Employee agrees to remain in the exclusive employ of Pioneer during the Term of this Agreement.

2. Section 5, titled “SUPPLEMENTAL BENEFITS,” is amended to read as follows:
“MEDICAL INSURANCE PLAN”.

Medical, Dental and Vision Plans. Pioneer will provide and Employee may participate in Pioneer’s medical program (medical, dental and vision insurance) in the amount equal and on the same basis to which it is provided to other Pioneer employees family coverage.

Eligibility and benefits will be determined by the applicable laws, regulations and plan documents. In the event of a conflict between this Agreement and the applicable laws, regulations and plan documents, the latter shall prevail. Pioneer reserved the right to change or discontinue its programs at any time, to the maximum extent permitted by law.

Except as expressly amended by this Amendment, all other provisions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment No. 3. -3-
Pioneer Community Energy
______________________________ Chair, Board of Directors Employee
___________________________ Don Eckert
DATE: ________________________ DATE: _____________________ ATTEST:
____________________________
Board Clerk
APPROVED AS TO FORM:
____________________________
Patrick Enright
General Counsel

EMPLOYMENT AGREEMENT
THIS AGREEMENT is between Pioneer Community Energy ("Pioneer") and Donald Eckert ("Employee") and is dated this 28th day of May 2020.

A. Pioneer desires to employ Employee as its Executive Director.

B. Employee desires to serve as the Executive Director of Pioneer Community Energy beginning July 13, 2020.

C. The Pioneer Community Energy Governing Board (hereinafter "Board") as appointing power, and Employee desire to agree in writing to the terms and conditions of Employee's employment as the Executive Director.

AGREEMENT

1. DUTIES.
(a) Pioneer hereby agrees to employ Employee as Chief Executive Officer (“CEO”) of Pioneer to perform the functions and duties as specified in the attached Executive Director Job Description (Attachment A), Pioneer policies, ordinances and resolutions, and to perform other legally permissible and proper duties and functions as the Board may from time to time assign. The change in title to CEO is consistent with the title of Chief Executive Officer of other Community Choice Aggregators.
(b) Employee shall perform Employee's duties to the best of Employee's ability in accordance with the highest professional and ethical standards of the profession and shall comply with all general rules and regulations established by Pioneer.
(c) Employee shall not engage in any activity which is or may become a conflict of interest, prohibited contract, or which may create an incompatibility of office as defined under California law and agrees that Employee will not take any position, paid or otherwise, which may, in any degree conflict or appear to conflict with the duties inherent in the position of Pioneer Executive Director. Prior to performing any services under this Agreement and annually thereafter, the employee must complete disclosure forms required by law.

2. TERM.
(a) The term of this Agreement shall be extended for three (3) years to July 13, 2027 (“Term”) unless terminated by either party in accordance with the provisions set forth in Paragraph 3, or unless terminated for cause, or in the event of death, or permanent disability of Employee.
(b) This Agreement may be renewed for additional terms of three (3) years per term upon written agreement of the parties. Negotiation of contract renewal is to commence 180 days prior to end of prior Term. Notice of non-renewal of this Agreement shall be provided to either party one hundred eighty (180) days prior to end of the Term.
(c) Employee agrees to remain in the exclusive employ of Pioneer during the Term of this Agreement.

3. RESIGNATION AND TERMINATION.
(a) Employee may resign at any time and agrees to give Pioneer thirty (30) days advance written notice of the effective date of Employee's resignation.
(b) Pioneer may terminate Employee with or without cause upon thirty,(30) days written notice. If termination is without cause, paragraph 4 applies. (c) The parties recognize and affirm that: 1) Employee is an "at-will", exempt management employee whose employment may be terminated by Pioneer without cause; and 2) there is no express or implied promise made to Employee for any form of continued employment.
(d) At the discretion of the Board, the decision to terminate may be made in closed session in accordance with the Ralph M. Brown Act. (e) The Employee may choose to resign Employee's office instead of being terminated. In such an event, paragraph 4 remains applicable.

4. SEVERANCE PAY.

Except in the case of non-renewal of this Agreement, as described in 2.(b) or resignation as described in 3(a) above, if Employee is terminated by the Board without cause while still willing and able to perform the duties of Executive Director, Pioneer agrees to pay Employee a cash payment equal to six (6) months base salary (including any 30 day notice period provided) and no other cash compensation or benefits, defined as the Employees current salary. Employee may at his election continue to receive benefits provided by Pioneer consistent with State or Federal law but the full costs of any such benefits shall be exclusively at the cost of the Employee.

Pioneer will as required deduct appropriate employee costs for applicable Pioneer, State or Federal withholding for payroll taxes and other deductions and charges required by law. Such payment will release Pioneer from any further obligations under this Agreement and any other provisions of law. Any unpaid, previously accrued leave, including but not limited to vacation, management leave, sick leave, floating holidays, or any other accruable leave that may in effect at the time of severance, will be dispersed in the same manner as then provided to management employees, and as they may be amended from time to time. This provision shall not apply to termination for cause.

In exchange for severance pay, Employee agrees that at the time of payment of the severance Employee will execute a release of all claims related to Employee's employment with Pioneer. If Employee is terminated for good cause consisting of acts of moral turpitude Pioneer, or if Employee is convicted of a crime involving abuse of office or position, as defined under Government Code Section 53243.4, Pioneer shall have no obligation to continue the employment of Employee or to pay the severance set forth in this paragraph.

5. SALARY.

Pioneer agrees to pay Employee a salary of $334,500 annually. This amount includes a one percent COLA increase as approved for all employees effective July 1, 2023, and a five percent merit increase effective January 1, 2024.

Annual salary adjustments will be based on Employee’s performance evaluations and achievement of goals and objective agreed upon with the Pioneer Board. Salary is payable in accordance with Pioneer’s standard payroll schedule (biweekly) The applicable law and Pioneer policies, ordinances and resolutions relevant to managers and division directors, will control on all elements of payment and accrual of compensation, and as they may be amended from time to time.

6. SUPPLEMENTAL BENEFITS.

Vacation. Employee will initially be eligible for 80 hours (two weeks) of paid vacation leave per year. The accrual of vacation will increase according to the schedule below.
o 0-2 years = 10 days,
o 3-4 years = 12 days,
o 5-9 years = 15 days,
o 10-19 years = 20 days,
o 20 years or more = 25 days.
o Maximum accrual 480 hours
Accrued amounts of vacation time in excess of 480 will be cashed out at the end of each fiscal year.

Management Leave. Employee will receive 80 hours of management leave per year which shall be added to Employee's leave balances at the beginning of each fiscal year. Employee may take Management Leave as paid time-off, or Employee may cash-out any unused balances of management leave at any time during the year in lieu of taking management leave time off. Cash-out amount shall be the number of hours requested to be cashed-out multiplied by the hourly rate at the time of the cash-out request. Employee shall make cash-out requests in writing and shall submit the request with payroll timekeeping. Any time which is cashed-out will not be available for time off. At the end of each fiscal year, any unused management leave will be cashed out. If Employee terminates under any circumstance, Pioneer shall calculate the pro-rated amount earned by Employee as of the date of termination and Employee shall reimburse Pioneer for any unearned leave taken as time off or cashed out. The pro-rated amount shall be calculated by dividing the number of full-time hours elapsed to-date for the fiscal year, divided by 2080 multiplied by 80 hours. Any management hours used in excess of the pro-rated amount shall be then multiplied by the hourly rate at the time of termination to determine the amount Employee shall reimburse Pioneer.

Sick Leave. Employee will accrue sick leave at the rate of per hour or 12 days per year. Employee's unused sick balances leave will continue to accrue until Employee terminates employment with Pioneer. Unused balances at termination will be paid out based on the following formula.
((Sick Leave Balance Hours - 192 hours) * 0.5) * Hourly Rate= Pay Out Bereavement Leave. Three days of paid leave upon the death of an immediate family member.

Medical Insurance Plan. Pioneer will provide and Employee may participate in Pioneer’s medical program (medical, dental and vision insurance) in the amount equal and on the same basis to which it is provided to other Pioneer employees family coverage. Eligibility and benefits will be determined by the applicable laws, regulations and plan documents. In the event of a conflict between this Agreement and the applicable laws, regulations and plan documents, the latter shall prevail. Pioneer reserved the right to change or discontinue its programs at any time, to the maximum extent permitted by law.

Retirement Plan. Pioneer provides a qualified 401a deferred compensation plan and a 457b deferred compensation plan. In 2023, the annual contribution by Pioneer will be $22,500. The annual contribution will escalate consistent with increases allowed by IRS Code. Contributions shall be made on each pay-day.

Employee may at his option election make contributions to a 457b plan up to the IRS limit. Employee’s retirement benefit will be the maximum annual amount allowed by the IRS Code for a 457b plan (not including any catch-up provision amounts), contributed by Pioneer into a 401a plan.

All actions taken by Pioneer relating to benefits for management employees in general shall be considered actions granting the same benefits to or imposing the same restrictions on Employee.

Automobile Allowance. Employee will be provided an annual automobile allowance of $6,600 per year. Automobile allowance will be payable as special pay on each biweekly pay in the amount of $253.85. Auto allowance is provided in lieu of mileage.

Tool and Training Employee shall be provided appropriate basic office tools, cell phone, computer, and travel and training costs, including membership in professional associations and attendance at industry conferences, consistent with the Pioneer's budget process.

Relocation Expense. Employee shall be provided up to $5,000.00 for reimbursement of relocation costs subject to verification of actual costs, including temporary housing for the period from July 13, 2020 to January 9, 2021 (180 days).

7. PERFORMANCE EVALUATION.

The Board shall evaluate Employee's performance at least annually, and in any event thirty (30) to sixty (60) clays prior to employment anniversary date. Progress on the salary range set out in Paragraph 5 shall require action at a regular meeting and is expressly conditioned upon the Employee receiving a positive performance evaluation.

Employee may be eligible to be considered for a performance incentive each fiscal year. The performance incentive (if any) will be awarded based on objective or subjective criteria established by Pioneer's Governing Board. Employee's target performance incentive (if any) will be based on goals and objectives established during Employee's annual evaluation and the amount of performance incentive awarded will be determined annually at each subsequent annual evaluation. Any performance incentive for a fiscal year will be paid within six months after the close of that fiscal year, but only if Employee is still employed by Pioneer at the time of payment. The determinations of Pioneer's Governing Board with respect to Employee's performance incentive, if any, will be final and binding.

8. OTHER TERMS AND CONDITIONS OF EMPLOYMENT.

The Board, by resolution or ordinance, shall fix any other terms and conditions of employment as it may determine from time to time relating to the performance of Employee, provided that such terms and conditions are not inconsistent with provisions of this Agreement or other law.

Conditions precedent to employment are satisfactory completion of a background check, including credit check and health exam.

9. NOTICES.

Any notices required by this Agreement shall be in writing and either given in person or by First Class Mail with the postage prepaid and addressed as follows:

TO: Pioneer Community Energy Governing Board
c/o Chairperson
2510 Warren Drive, Suite B
Rocklin, CA 95677
TO EMPLOYEE: Donald Eckert
2510 Warren Drive, Suite B
Rocklin, CA 95677
10 ASSIGNMENT.

This Agreement is not assignable by either Pioneer or Employee. Any assignment by either party shall be void.
11 COOPERATION.

Employee and Pioneer agree that at the time of severance they will cooperate fully in executing any and all further documents and taking any and all additional action necessary to carry out the intent of this Agreement.

12. SEVERABILITY.

In the event that any provision of this Agreement is finally held or determined to be Illegal or void by a court having jurisdiction over the parties, the remainder of the Agreement shall remain in full force and effect unless the parts found to be void are either wholly inseparable from or cause a failure of consideration regarding the remaining portion of the Agreement.

13. CONSULTATION WITH COUNSEL
Employee acknowledges he has had the opportunity to consult with his own legal counsel as to this Agreement prior to execution thereof.

14. COUNTERPARTS.

This Agreement may be executed simultaneously in counterparts and each of which shall be deemed an original, but all of which together shall constitute one and the same Instrument.

PICt)NEER

COMMUNITY ENERGY
Staff Report - Item le
To: The Governing Board
From: Brad Koehn, Director of Finance and Administration Item le: Adopt Resolution to Establish a Board Member (Directors) Reimbursement Policy Date: 6/20/2024

RECOMMENDATION
Adopt Resolution to Establish a Board Member (Directors) Reimbursement Policy.

BACKGROUND
From time-to-time Board Members may participate in conferences, training or other business related to Pioneer Community Energy. Government Codes Section 53232.2(b) states: 'If a local agency reimburses members of a legislative body for actual and necessary expenses incurred in the performance of official duties, then the governing body shall adopt a written policy, in a public meeting, specifying the types of occurrences that qualify a member of the legislative body to receive to receive reimbursement of expenses relating to travel, meals, lodging, and other actual and necessary expenses.'
Pioneer has an existing policy that addresses employee attendance at conferences or training, but a separate policy is needed to accommodate Board Member's participation and reimbursement eligibility for attendance at conferences or training or other Pioneer related business.

ANALYSIS & DISCUSSION
The establishment of this Board Member Reimbursement Policy wil l be consistent with the Government Code and will provide clarity on Pioneer business activity expenses that may be reimbursed to Board Members. This may include participation in conferences, training or other activities related to representing Pioneer's business interests.

Qualifying expenses include transportation, program/registration fees, lodging, meals expenses while attending to Pioneer business, including but not limited to conferences, training programs, meetings, seminars and classes.

STRATEGIC PLAN
Establishment of a Board Member Reimbursement Policy is consistent with the Strategic Priority of Exceptional Customer Service - Empower stakeholders to be Pioneer ambassadors.

FISCAL IMPACT
The recommended budget has included funding for Board Member reimbursements.

ATTACHMENTS

1. Resolution to Establish a Board Member (Directors) Reimbursement Policy

Before the Governing Board of
Pioneer Community Energy
In the matter of:

RESOLUTION TO ESTABLISH A BOARD MEMBER
(DIRECTORS) REIMBURSEMENT POLICY
Resolution No.: -----
The following Resolution was duly passed by the Governing Board of Pioneer Community Energy at a regular meeting held June 20, 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, Government Code Section 53232.2(b) directs that a written reimbursement policy for Board Members be adopted at a public meeting; and
WHEREAS, the Policy will identify the types of occurrences that qualify a Board Member to receive reimbursement for actual and necessary expenses related to travel, meals, lodging, and other actual and necessary expenses; and
WHEREAS, the Board of Pioneer Community Energy desires to adopt a Policy that authorized Board Member reimbursements;
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 Board Member (Directors) Reimbursement Policy as presented in Exhibit A is approved.

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

Exhibit A: Board Member (Directors) Reimbursement Policy Plt,NEER

COMMUNITY ENEAGV

BOARD MEMBER (DIRECTORS) REIMBURSEMENT POLICY
I. PURPOSE
The purpose of this policy is to establish a reimbursement program for Board Member (Directors) travel expenditures pursuant to Government Code Section 53232.2(b).

II. SCOPE
This policy applies to all Board Members of Pioneer Community Energy ("Pioneer"). For Pioneer employees (staff), the Pioneer Training and Continuing Education Administration Policy will apply.

Ill. GENERAL POLICIES
It is the policy of Pioneer to reimburse Pioneer Directors for transportation, program/registration fees, lodging, and meals expenses while attending to Pioneer business, including but not limited to, conferences, training programs, meetings, seminars, and classes.

It is the policy of Pioneer to exercise prudence with respect to hotel/motel accommodations. It is also the preference of Pioneer for Directors to stay at the main hotel/motel location of a conference, seminar, or class to gain maximum participation and advantage of interaction with others whenever possible.

In cases where Pioneer business is combined with personal business, the costs must be separated. Directors will be reimbursed only for costs related to the Pioneer business portion of the trip.

Travel to and attendance at meetings, seminars, training programs, and conferences should not place a financial burden on the attendee to advance travel, meals, and lodging costs. Requests for advancements or prepayment shall be made using the Travel and Expense Form and is preferred (where prepayments can be refunded if the event is cancelled, or the attendee fails to attend).

All expense documents related to the trip must be kept and submitted to support any request for reimbursement.

Page I 1 presented: June 20, 2024
Pl()NEER

COMMUNITY ENEAGV
Expenses incurred for alcoholic beverages, premiums for personal property insurance, or any discretionary items intended for the personal benefit or pleasure of the Director such as, but not limited to entertainment, laundry services and the like shall not be subject to reimbursement.

Online training or self-directed training is encouraged whenever available and feasible .

Directors must obtain the pre-approval from the Pioneer CEO for travel and attendance at out-of-state seminars, conferences, meetings, and classes.

It is preferred that a Travel and Expense form be filled out and paid ahead of time, however if it is not, a claim for reimbursement of travel expenses must be filed within ten days after the event by completing and filing the Travel and Expense Form along with the appropriate supporting documents.

IV. RULES & GUIDELINES FOR REIMBURSEMENT OF SPECIFIC

EXPENSES

TRANSPORTATION
General Guidelines
• The most reasonable and economical means of transportation will be used, taking into consideration distance, time, and total costs for Pioneer, unless unusual circumstances require other alternatives. • Insurance premiums on a personal vehicle are not reimbursed. • No reimbursements will be made for the repair of a private vehicle. • Directors shall use government and group rates offered by a provider of transportation when available.

Travel by Private Vehicle - Specific Rules and Guidelines (see also General Guidelines above)
• The driver must carry liability insurance.
• The driver must possess a valid driver's license.
• No reimbursement will be made on the insurance premium for the vehicle used.

Page I 2 presented: June 20, 2024

PIC)NEER

COMMUNITY ENERGY
• No reimbursement will be made for the repair of a private vehicle for any repairs during the trip.
• Rate of reimbursement: Mileage reimbursement will be at a rate e,qual to the rate prescribed by the IRS.
• Mileage computation: Mileage will be the distance from the Director's residence to the destination, and return. Mileage may also include travel to and from a common carrier terminal.

Commercial Auto Rental - Specific Rules and Guidelines (see also General Guidelines above)
• The type and size of the automobile rented shall be the least expensive appropriate to the use required by the Director. • Effort should be made to obtain the lowest rate whenever possible. • Rate of reimbursement: Based on following the general guidelines and the specific guidelines, the actual and necessary costs of the rental when substantiated by an invoice will be reimbursed.

Air Travel - Specific Rules and Guidelines (see also General Guidelines above) • Use a carrier that has the lowest airline rates available. • Reimbursement will be based on travel by economy class. • No additional charges or higher airline rates may be incurred for reimbursement by Pioneer for the purpose of obtaining frequent flyer miles or any other promotional discounts for future use. • Rate of reimbursement: Based on following the general guidelines and the specific guidelines above, reimbursement for the cost of air travel will be made when accompanied by an E-ticket or itinerary.

Use of Taxis/ Ride Services - Specific Rules and Guidelines (see also General Guidelines above)
• Whenever possible, all attempts must be made to utilize hotel/motel shuttle services to and from an airport or train/bus station. • Rate of reimbursement: The actual cost of the taxi ride plus gratuity will be reimbursed. Any claim for reimbursement must be accompanied by a ticket/receipt.

LODGING
General Guidelines
• It is the policy of Pioneer to exercise prudence in selecting lodging accommodations.

Page I 3 presented: June 20, 2024

PIC)NEER

COMMUNITY ENEAGV
• Lodging reimbursement for the day before the event starts and the night of the closing event is dependent on travel distances and the start and ending time of the event.
• The claim for reimbursement must be accompanied by receipts and/or other supporting documents as applicable.

MEAL EXPENSES
General Guidelines
The maximum daily meal allowance including taxes and tips, will be as established by the United States General Services Administration. Meal expenses shall not exceed the daily meal limit amounts set, regardless of the number of receipts or amounts submitted. Meals that are included in the conference registration fees will not be an allowable expense.

REGISTRATION FEES
It is the preference of Pioneer that registration fees are pre-paid using a Pioneer credit card. If that is not possible, the Director may also pay the registration fee with his/her own credit/debit card and then claim reimbursement after the event.

Reporting Requirements
A brief report on the class training or seminar attended by him/her must be presented by the Director at the next meeting of the Board of Directors.

Page I 4 presented: June 20, 2024

Staff Report – Item 1f
To: The Governing Board
From: Donald Eckert, Chief Executive Officer
Item 1f: Approve the 2024-2027 Strategic Plan
Date: 6/20/2024

RECOMMENDATION
Approve Pioneer Community Energy’s (“Pioneer”) 2024-2027 Strategic Plan. Subsequently, staff will develop a marketable strategic plan document over the summer to be adopted at the September Board meeting.

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.

At the May 16, 2024, Board meeting, the Board discussed and provided direction on the Goals and Key Performance Indicators for measuring progress to those goals.

ANALYSIS & DISCUSSION
With the 2024-2027 Strategic Plan, Pioneer enters a third phase in its growth:
 Pioneer 1.0 (2018-2020) focused on launching the agency.  Pioneer 2.0 (2021-2024) focused on establishing the business.

Pioneer 3.0 is focused on building the accomplishments of the past six years and upgrading into becoming a partner to our members and customers on energy issues. When comparing the current plan to the new plan being proposed, there was not an overhaul in the mission, vision, or goals but an update to reflect the direction Pioneer is heading. Therefore, the mission (what we do) and the vision (where we want to be) are not changed.

For reference, the following is the mission and vision:
 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 of energy options.  Vision Statement: A community partner in reliable energy solutions and positive local impact, powering today and empowering tomorrow.

The strategic goals along with objectives and measures to gauge success are covered on the following pages:

Plf)NEER

COMMUNITY ENERGY
Agenda Item: 1f Agenda Date: 6/20/2024

STRATEGIC GOAL: COMMUNITY PARTNER
OBJECTIVE: Community Engagement
Task Measure Outcome
Community engagement with our
founding members including El Dorado
County customers
Maintain 85% participation rate for
Placer and El Dorado County
customers
The launches into Placer and El
Dorado Counties were difficult. Focus
on building relationships with those
that are participating
Apply lessons learned in
communications to new members
joining after 2022
Target 95% participation rate for
members joining after 2022
Leverage the success of a positive
launches into a long-term relationship
with our new members
OBJECTIVE: Community Advisory Committee Representation
Task Measure Outcome
Active recruitment to diversify the
committee
75% of members agencies
represented on the Committee
Programs ideas that represents as
much of our territory as possible
OBJECTIVE: Support Local Energy Procurement
Task Measure Outcome
Utilize BioMAT program and Local Feed-In Tariff to incentive investment in regional energy projects
Engage in three Power Purchase
Agreements with locally sourced
renewable energy projects in the next
three years
Incentivize investment in biomass and
other local renewable energy projects
that mitigates wildfire risk, provides
reliable energy, and creates regional
jobs
OBJECTIVE: Advocate for our Members on Energy Issues
Task Measure Outcome
Advocate for our members through the
legislature and the CPUC
(1) Fund lobbyist to represent our
issues at the legislative area, with an
emphasis on support for biomass; (2)
Utilize our trade association (CalCCA)
Support for biomass, wildfire
mitigation, decrease in power
shutoffs, and other issues important
to our region receives attention.

OBJECTIVE: Build Regional Partnerships
Task Measure Outcome
Representation with our member
agencies Chambers of Commerce
100% participation in member
agencies Chambers of Commerce
Enhanced relationships with our
communities
Strategic partnerships with regional
organizations
Engage with Rural Counties
Representatives of California, League
of Cities, and similar organizations
Aligns Pioneer with the organizations
our member agencies are invested in
Engage with Economic Development
organizations in our territory
Be part of the team that incentivizes
the location of a business from outside
our service territory
Utilize Green100 and competitive and
stable rates to create jobs
Agenda Item: 1f Agenda Date: 6/20/2024

STRATEGIC GOAL: GREAT PLACE TO WORK
OBJECTIVE: Position Pioneer as an employer of choice
Task Measure Outcome
Conduct triennial compensation study
Review Pioneer's compensation
including benefits compared to other
Community Choice Aggregators and
similar regional agencies
All positions within Pioneer are
targeted to be at the 75th percentile
of the mean
Form an Ad Hoc Committee of Board
Members to review salary ranges,
COLA adjustments and evaluate
benefits enhancements
Compare salary ranges and COLA
adjustments based on the current
market
Maintains relevance of our health and
welfare packet
OBJECTIVE: Pioneer's Culture Aligns with Employees Expectations Task Measure Outcome
Conduct an annual survey of all
employees
Achieve an 80% of neutral to satisfied
score from employees
A gauge to determine if the culture or
management's objectives are aligning
with the employees
OBJECTIVE: Pioneer supports a culture of employee engagement Task Measure Outcome
Volunteer in the Community Achieve an agency wide minimum of 100 Volunteer Time-Off hours per year
Supports involvement in the
communities we serve
Employee appreciation events
throughout the year
Host employee appreciation events
that support at least 75% of all
employees participating
Develops a common recognition
framework in our agency
OBJECTIVE: High Performing Workforce
Task Measure Outcome
Fund in the budget resources for
employees to further their
professional development
All employees engage in 10 hours per
year in industry-related education
event
Establishes knowledge management
processes that align with official
policies and best practices to ensure
effective workforce planning
Employees continually learn and
become of aware of issues and skills
outside their set of responsibilities
Pioneer hosts at least one education
event available to all employees
related to our industry
Continuous improvement in employee
development and diversificaiton of
skills
Agenda Item: 1f Agenda Date: 6/20/2024

STRATEGIC GOAL: FISCALLY STRONG & RESILIENT
OBJECTIVE: Maintain Investment Grade Credit Rating
Task Measure Outcome
Adopt budgets that maintains
Pioneer's A- Credit Rating
(1) Exceed minimum of 160 expense
coverage days; (2) Exceed Global
S&P's Fixed Coverage Ratio; (3)
Exceed Global S&P's Debt Ratio
Pioneer's credit rating is a mark of
pride but also very important in
negotiations for power supply. These
measures will not only maintain but
build the case for an upgrade to an A
rating in the future.

OBJECTIVE: Financial Integrity and Transparency
Task Measure Outcome
Adopt budgets that maintain Pioneer's
A- Credit Rating
(1) Exceed minimum of 160 expense
coverage days; (2) Exceed Global
S&P's Fixed Coverage Ratio; (3)
Exceed Global S&P's Debt Ratio
Pioneer receives financial audits that
are free of material weaknesses and
significant deficiencies
Annually review financial policies
Staff reports to the Audit & Finance
Committee annually on results of
review of financial policies
As our business continually changes,
ensures our policies are current
OBJECTIVE: Expansion of Pioneer's Service Territory
Task Measure Outcome
Research potential new members to
ensure there is agreement with
Pioneer's goals and objectives
Confirm potential new members
prioritize ratepayer savings, biomass,
and local economic development
Ensure expansion is not introducing
conflict to the Board
Conduct an Impact Assessment Study Projected revenues from new territory must cover projected costs to serve
Avoid current ratepayers subsidizing
expansion
OBJECTIVE: Community Reinvestment
Task Measure Outcome
Fund sponsorships in the budget
Strategic approach to sponsorships
that improves Pioneer's brand and has
meaningful impact to the community
Sponsorships that support Pioneer as
a community partner
Local investment through energy and
non-energy procurement
(1) Preference to suppliers located in
our service territory through the RFP
process; (2) Diversify procurement
through local partnerships when
feasible
Invest in the communities we serve
OBJECTIVE: Balanced Approach to Rate-Setting
Task Measure Outcome
Annual review of Pioneer's rates with
the Board
When feasible, rate-setting should
provide value to the ratepayer
through a discount to PG&E and
equally improve reserves of Pioneer
Pioneer's rates support the long-term
health of the agency while providing
value to our ratepayers
Agenda Item: 1f Agenda Date: 6/20/2024

STRATEGIC GOAL: EXCEPTIONAL CUSTOMER EXPERIENCE
OBJECTIVE: Stable & Competitive Rates
Task Measure Outcome
Rate setting that covers cost of
service and is competitive to PG&E's
generation rate
Pioneer's rates that are lower than
PG&E's generation rate
Adheres to our mission to create
ratepayer value through savings on
our customers utility bills
Rate setting with a long-term view so
rates are adjusted as few times as
possible
Rates should be adjusted a maximum
of once per year
Supports our ratepayers, especially
business customers, with stability in
their rates
OBJECTIVE: Launch Energy Efficiency Programs
Task Measure Outcome
Develop, fund, market, and launch
programs
Programs should (1) Improve our
customers' lives; (2) Will not impact
rates; (3) Enhance the partnership
with our customers; (4) Support grid
reliability
Programs is a channel to build value
with our customers beyond rate
savings
OBJECTIVE: Responsiveness to Customer's Needs
Task Measure Outcome
Hold Calpine and Customer Care staff
accountable to answering customer
inquiries
80% of all calls answered within 45
seconds Improved customer experience
Coordinate on messaging and provide
talking points to the Calpine call
center in response to various issues
Customer receives same information
from Pioneer staff and the Calpine call
center
Customer receives consistency in
messaging
OBJECTIVE: Utilize Technology to Improve the Customer Experience Task Measure Outcome
Conduct data-driven update of the
website
Focus on website updates to the
areas where customers are visiting
the most
Hot topics are addressed
Expand Chatbot capabilities to provide
analytics on customer inquiries
Chatbot menu expands based on data
to answer our customers questions
online
Customers can avoid phone calls to
get most of their questions answered
Customer field days
Conduct in-person field days to
various organizations in the
community at least once per month
Relationships are built in-person
rather than online
Research additional technology tools
Collaborate with other Community
Choice Aggregators to explore
technology tools
Continue to improve efficiency with our
customers
OBJECTIVE: Stakeholders Become Our Ambassadors
Task Measure Outcome
Communicate with our stakeholders
about Pioneer's achievements
Provide talking points after Board
meetings to our Board Members to
report out to their Councils Pioneer's
milestone achievements
Customers hear from their elected
officials about Pioneer which is
powerful
In-person reports to our Member
Agencies
Annually visit our member agencies at
their Council meetings to report on
Pioneer
Utilize our member agencies as a
channel for messaging
Agenda Item: 1f Agenda Date: 6/20/2024

STRATEGIC GOAL: OPERATIONAL OPTIMIZATION

The last update to the strategic plan is Pioneer’s Core Values. Below are proposed updated core values:
 Integrity – We execute our responsibilities with courtesy, efficiency, dedication, responsiveness, and accountability.
 Respect – We value the diverse talents, rights, and perspectives of our colleagues and customers.  Teamwork – We recognize that “Together Everyone Achieves More” and promote collaboration with employees, customers, and business partners.
 Humor – We have fun and promote a positive work environment.  Continuous Improvement – We seek opportunities to enhance customer satisfaction, operational efficiency, and personal growth.

STRATEGIC PLAN
The report supports the development of the 2024-2027 Strategic Plan.

FISCAL IMPACT
There is no fiscal impact with this report.

ATTACHMENTS

1. 2021-2024 Strategic Plan
OBJECTIVE: Optimize Power Supply
Task Measure Outcome
Procure power supply that is least-cost and best-fit
Follow best practices through the RFP
process and building relationships
with suppliers to receive competitive
pricing
Great management of power supply
ensures competitive rates
OBJECTIVE: Compliance
Task Measure Outcome
Compliance with the CPUC, CAISO,
CEC and all other local/state agencies
No penalties, fines, or other notices of
violations from a regulatory agency
Supports Pioneer's reputation as a
good "grid citizen"
OBJECTIVE: Opportunities
Task Measure Outcome
Search for revenue producing/cost
reduction opprotunites
Revenue producing opportunities such
as software optimization of storage
assets
Mitigates rate increases by diversifying revenues sources OBJECTIVE: Protection of Customer Data Task Measure Outcome
Conduct annual IT audits, review
policies, and conduct cybersecurity
training of employees
No data breaches Customers have confidence their
personal data is safe
OBJECTIVE: Risk Management Best Practices
Task Measure Outcome
Compliance with energy risk
management policy and credit
guidelines
Minimal exceptions to the policy as
reported quarterly to the Risk
Oversight Committee
Pioneer is fiscally prudent with its
operations and does not search out
unwarranted risk
Annual review of insurance, employee
handbook, and assessment of
operational risk beyond power supply
Pioneer is current on risks beyond
power supply Pioneer is well prepared for all risks

Staff Report – Item 1f
To: The Governing Board
From: Donald Eckert, Chief Executive Officer
Item 1f: Approve the 2024-2027 Strategic Plan
Date: 6/20/2024

RECOMMENDATION
Approve Pioneer Community Energy’s (“Pioneer”) 2024-2027 Strategic Plan. Subsequently, staff will develop a marketable strategic plan document over the summer to be adopted at the September Board meeting.

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.

At the May 16, 2024, Board meeting, the Board discussed and provided direction on the Goals and Key Performance Indicators for measuring progress to those goals.

ANALYSIS & DISCUSSION
With the 2024-2027 Strategic Plan, Pioneer enters a third phase in its growth:
 Pioneer 1.0 (2018-2020) focused on launching the agency.  Pioneer 2.0 (2021-2024) focused on establishing the business.

Pioneer 3.0 is focused on building the accomplishments of the past six years and upgrading into becoming a partner to our members and customers on energy issues. When comparing the current plan to the new plan being proposed, there was not an overhaul in the mission, vision, or goals but an update to reflect the direction Pioneer is heading. Therefore, the mission (what we do) and the vision (where we want to be) are not changed.

For reference, the following is the mission and vision:
 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 of energy options.  Vision Statement: A community partner in reliable energy solutions and positive local impact, powering today and empowering tomorrow.

The strategic goals along with objectives and measures to gauge success are covered on the following pages:

Plf)NEER

COMMUNITY ENERGY
Agenda Item: 1f Agenda Date: 6/20/2024

STRATEGIC GOAL: COMMUNITY PARTNER
OBJECTIVE: Community Engagement
Task Measure Outcome
Community engagement with our
founding members including El Dorado
County customers
Maintain 85% participation rate for
Placer and El Dorado County
customers
The launches into Placer and El
Dorado Counties were difficult. Focus
on building relationships with those
that are participating
Apply lessons learned in
communications to new members
joining after 2022
Target 95% participation rate for
members joining after 2022
Leverage the success of a positive
launches into a long-term relationship
with our new members
OBJECTIVE: Community Advisory Committee Representation
Task Measure Outcome
Active recruitment to diversify the
committee
75% of members agencies
represented on the Committee
Programs ideas that represents as
much of our territory as possible
OBJECTIVE: Support Local Energy Procurement
Task Measure Outcome
Utilize BioMAT program and Local Feed-In Tariff to incentive investment in regional energy projects
Engage in three Power Purchase
Agreements with locally sourced
renewable energy projects in the next
three years
Incentivize investment in biomass and
other local renewable energy projects
that mitigates wildfire risk, provides
reliable energy, and creates regional
jobs
OBJECTIVE: Advocate for our Members on Energy Issues
Task Measure Outcome
Advocate for our members through the
legislature and the CPUC
(1) Fund lobbyist to represent our
issues at the legislative area, with an
emphasis on support for biomass; (2)
Utilize our trade association (CalCCA)
Support for biomass, wildfire
mitigation, decrease in power
shutoffs, and other issues important
to our region receives attention.

OBJECTIVE: Build Regional Partnerships
Task Measure Outcome
Representation with our member
agencies Chambers of Commerce
100% participation in member
agencies Chambers of Commerce
Enhanced relationships with our
communities
Strategic partnerships with regional
organizations
Engage with Rural Counties
Representatives of California, League
of Cities, and similar organizations
Aligns Pioneer with the organizations
our member agencies are invested in
Engage with Economic Development
organizations in our territory
Be part of the team that incentivizes
the location of a business from outside
our service territory
Utilize Green100 and competitive and
stable rates to create jobs
Agenda Item: 1f Agenda Date: 6/20/2024

STRATEGIC GOAL: GREAT PLACE TO WORK
OBJECTIVE: Position Pioneer as an employer of choice
Task Measure Outcome
Conduct triennial compensation study
Review Pioneer's compensation
including benefits compared to other
Community Choice Aggregators and
similar regional agencies
All positions within Pioneer are
targeted to be at the 75th percentile
of the mean
Form an Ad Hoc Committee of Board
Members to review salary ranges,
COLA adjustments and evaluate
benefits enhancements
Compare salary ranges and COLA
adjustments based on the current
market
Maintains relevance of our health and
welfare packet
OBJECTIVE: Pioneer's Culture Aligns with Employees Expectations Task Measure Outcome
Conduct an annual survey of all
employees
Achieve an 80% of neutral to satisfied
score from employees
A gauge to determine if the culture or
management's objectives are aligning
with the employees
OBJECTIVE: Pioneer supports a culture of employee engagement Task Measure Outcome
Volunteer in the Community Achieve an agency wide minimum of 100 Volunteer Time-Off hours per year
Supports involvement in the
communities we serve
Employee appreciation events
throughout the year
Host employee appreciation events
that support at least 75% of all
employees participating
Develops a common recognition
framework in our agency
OBJECTIVE: High Performing Workforce
Task Measure Outcome
Fund in the budget resources for
employees to further their
professional development
All employees engage in 10 hours per
year in industry-related education
event
Establishes knowledge management
processes that align with official
policies and best practices to ensure
effective workforce planning
Employees continually learn and
become of aware of issues and skills
outside their set of responsibilities
Pioneer hosts at least one education
event available to all employees
related to our industry
Continuous improvement in employee
development and diversificaiton of
skills
Agenda Item: 1f Agenda Date: 6/20/2024

STRATEGIC GOAL: FISCALLY STRONG & RESILIENT
OBJECTIVE: Maintain Investment Grade Credit Rating
Task Measure Outcome
Adopt budgets that maintains
Pioneer's A- Credit Rating
(1) Exceed minimum of 160 expense
coverage days; (2) Exceed Global
S&P's Fixed Coverage Ratio; (3)
Exceed Global S&P's Debt Ratio
Pioneer's credit rating is a mark of
pride but also very important in
negotiations for power supply. These
measures will not only maintain but
build the case for an upgrade to an A
rating in the future.

OBJECTIVE: Financial Integrity and Transparency
Task Measure Outcome
Adopt budgets that maintain Pioneer's
A- Credit Rating
(1) Exceed minimum of 160 expense
coverage days; (2) Exceed Global
S&P's Fixed Coverage Ratio; (3)
Exceed Global S&P's Debt Ratio
Pioneer receives financial audits that
are free of material weaknesses and
significant deficiencies
Annually review financial policies
Staff reports to the Audit & Finance
Committee annually on results of
review of financial policies
As our business continually changes,
ensures our policies are current
OBJECTIVE: Expansion of Pioneer's Service Territory
Task Measure Outcome
Research potential new members to
ensure there is agreement with
Pioneer's goals and objectives
Confirm potential new members
prioritize ratepayer savings, biomass,
and local economic development
Ensure expansion is not introducing
conflict to the Board
Conduct an Impact Assessment Study Projected revenues from new territory must cover projected costs to serve
Avoid current ratepayers subsidizing
expansion
OBJECTIVE: Community Reinvestment
Task Measure Outcome
Fund sponsorships in the budget
Strategic approach to sponsorships
that improves Pioneer's brand and has
meaningful impact to the community
Sponsorships that support Pioneer as
a community partner
Local investment through energy and
non-energy procurement
(1) Preference to suppliers located in
our service territory through the RFP
process; (2) Diversify procurement
through local partnerships when
feasible
Invest in the communities we serve
OBJECTIVE: Balanced Approach to Rate-Setting
Task Measure Outcome
Annual review of Pioneer's rates with
the Board
When feasible, rate-setting should
provide value to the ratepayer
through a discount to PG&E and
equally improve reserves of Pioneer
Pioneer's rates support the long-term
health of the agency while providing
value to our ratepayers
Agenda Item: 1f Agenda Date: 6/20/2024

STRATEGIC GOAL: EXCEPTIONAL CUSTOMER EXPERIENCE
OBJECTIVE: Stable & Competitive Rates
Task Measure Outcome
Rate setting that covers cost of
service and is competitive to PG&E's
generation rate
Pioneer's rates that are lower than
PG&E's generation rate
Adheres to our mission to create
ratepayer value through savings on
our customers utility bills
Rate setting with a long-term view so
rates are adjusted as few times as
possible
Rates should be adjusted a maximum
of once per year
Supports our ratepayers, especially
business customers, with stability in
their rates
OBJECTIVE: Launch Energy Efficiency Programs
Task Measure Outcome
Develop, fund, market, and launch
programs
Programs should (1) Improve our
customers' lives; (2) Will not impact
rates; (3) Enhance the partnership
with our customers; (4) Support grid
reliability
Programs is a channel to build value
with our customers beyond rate
savings
OBJECTIVE: Responsiveness to Customer's Needs
Task Measure Outcome
Hold Calpine and Customer Care staff
accountable to answering customer
inquiries
80% of all calls answered within 45
seconds Improved customer experience
Coordinate on messaging and provide
talking points to the Calpine call
center in response to various issues
Customer receives same information
from Pioneer staff and the Calpine call
center
Customer receives consistency in
messaging
OBJECTIVE: Utilize Technology to Improve the Customer Experience Task Measure Outcome
Conduct data-driven update of the
website
Focus on website updates to the
areas where customers are visiting
the most
Hot topics are addressed
Expand Chatbot capabilities to provide
analytics on customer inquiries
Chatbot menu expands based on data
to answer our customers questions
online
Customers can avoid phone calls to
get most of their questions answered
Customer field days
Conduct in-person field days to
various organizations in the
community at least once per month
Relationships are built in-person
rather than online
Research additional technology tools
Collaborate with other Community
Choice Aggregators to explore
technology tools
Continue to improve efficiency with our
customers
OBJECTIVE: Stakeholders Become Our Ambassadors
Task Measure Outcome
Communicate with our stakeholders
about Pioneer's achievements
Provide talking points after Board
meetings to our Board Members to
report out to their Councils Pioneer's
milestone achievements
Customers hear from their elected
officials about Pioneer which is
powerful
In-person reports to our Member
Agencies
Annually visit our member agencies at
their Council meetings to report on
Pioneer
Utilize our member agencies as a
channel for messaging
Agenda Item: 1f Agenda Date: 6/20/2024

STRATEGIC GOAL: OPERATIONAL OPTIMIZATION

The last update to the strategic plan is Pioneer’s Core Values. Below are proposed updated core values:
 Integrity – We execute our responsibilities with courtesy, efficiency, dedication, responsiveness, and accountability.
 Respect – We value the diverse talents, rights, and perspectives of our colleagues and customers.  Teamwork – We recognize that “Together Everyone Achieves More” and promote collaboration with employees, customers, and business partners.
 Humor – We have fun and promote a positive work environment.  Continuous Improvement – We seek opportunities to enhance customer satisfaction, operational efficiency, and personal growth.

STRATEGIC PLAN
The report supports the development of the 2024-2027 Strategic Plan.

FISCAL IMPACT
There is no fiscal impact with this report.

ATTACHMENTS

1. 2021-2024 Strategic Plan
OBJECTIVE: Optimize Power Supply
Task Measure Outcome
Procure power supply that is least-cost and best-fit
Follow best practices through the RFP
process and building relationships
with suppliers to receive competitive
pricing
Great management of power supply
ensures competitive rates
OBJECTIVE: Compliance
Task Measure Outcome
Compliance with the CPUC, CAISO,
CEC and all other local/state agencies
No penalties, fines, or other notices of
violations from a regulatory agency
Supports Pioneer's reputation as a
good "grid citizen"
OBJECTIVE: Opportunities
Task Measure Outcome
Search for revenue producing/cost
reduction opprotunites
Revenue producing opportunities such
as software optimization of storage
assets
Mitigates rate increases by diversifying revenues sources OBJECTIVE: Protection of Customer Data Task Measure Outcome
Conduct annual IT audits, review
policies, and conduct cybersecurity
training of employees
No data breaches Customers have confidence their
personal data is safe
OBJECTIVE: Risk Management Best Practices
Task Measure Outcome
Compliance with energy risk
management policy and credit
guidelines
Minimal exceptions to the policy as
reported quarterly to the Risk
Oversight Committee
Pioneer is fiscally prudent with its
operations and does not search out
unwarranted risk
Annual review of insurance, employee
handbook, and assessment of
operational risk beyond power supply
Pioneer is current on risks beyond
power supply Pioneer is well prepared for all risks
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

Staff Report – Item 2
To: The Governing Board
From: Donald Eckert, Chief Executive Officer
Item 2: Receive a Presentation from Dr. Ahmad Faruqui
Date: 6/20/2024

RECOMMENDATION
Receive a presentation from our guest speaker, Dr. Ahmad Faruqui, on a variety of topics impacting California’s electricity markets.

BACKGROUND
Pioneer staff were introduced to Dr. Faruqui at a municipal rates symposium hosted by Sacramento Municipal Utility District in early May. The topic for discussion was the Income Graduated Fixed Charge but the scope of the presentation expanded into issues with California’s electricity market and the problems with Pacific Gas & Electric. His candor was both informational and entertaining.

ANALYSIS & DISCUSSION
Ahmad has 45 years of consulting, teaching and research experience in rate design, load flexibility, energy efficiency, demand response, distributed energy resources, demand forecasting, decarbonization, and electrification. He has worked for over 150 clients on five continents and testified or appeared one hundred times before regulatory bodies, governments, and legislative councils on six continents.

He has authored or coauthored more than one hundred papers in peer-reviewed and trade journals and co-edited books on industrial structural change, customer choice, and electricity pricing. His work has been cited in Bloomberg, Business Week, The Economist, and Forbes, and in Los Angeles Times, Mercury News, San Francisco Chronicle, New York Times, San Diego Union-Tribune, Sacramento Bee, and the Washington Post. He has appeared on NPR and Fox Business News.

Dr. Faruqui has taught economics at San Jose State, UC Davis and the University of Karachi and delivered guest lectures at Carnegie Mellon, Harvard, Idaho, MIT, New York, Northwestern, Rutgers, San Francisco, Stanford, and UC Berkeley. He holds an MA in Agriculture Economics and a PhD in Economics from UC Davis, and a BA and an MA in Economics from the University of Karachi, Pakistan.

STRATEGIC PLAN
The report supports the Strategic Priority of Local Engagement.

FISCAL IMPACT
There is no fiscal impact with the report.

ATTACHMENTS
There is no attachment to the report.

Plf)NEER

COMMUNITY ENERGY

Staff Report – Item 3
To: The Governing Board
From: Brad Koehn, Director of Finance and Administration Item 3: Approve Resolution Adopting the Recommended Fiscal Year 2024-25 Budget; Approving the Job Descriptions for the Information Technology Analyst, Information Technology Administrator, and Project Development Manager; Approving the Title Change of the Director of Public Affairs, Marketing and Programs to Director of Communications; and Approving the June 2024 Salary Schedule Date: 6/20/2024

RECOMMENDATION
Staff recommends the Board approve the resolution adopting the Recommended Fiscal Year 2024-25 Budget; approving the job descriptions for the Information Technology Analyst, Information Technology Administrator, and Project Development Manager; approving the title change of the Director of Public Affairs, Marketing and Programs to Director of Communications; and approving the June 2024 Salary Schedule.

AUDIT & FINANCE COMMITTEE REVIEW
The Audit & Finance Committee members received a presentation of the Proposed FY 2024-25 Budget from staff on May 9, 2024. The members provided feedback on the presentation which, along with Board feedback received at the May 16, 2024, Board meeting, have been incorporated in the recommended budget.

EMPLOYEE BENEFIT AND WELFARE AD HOC COMMITTEE REVIEW
The Employee Benefit and Welfare Ad Hoc Committee met on May 8, 2024, and June 6, 2024, and reviewed and provided directions regarding the employee benefit package. The Committee recommendations will be discussed with the Board in closed session and may come to the Board for final consideration at the July meeting.

BACKGROUND
The Board met on May 16, 2024, and received a presentation on the Proposed Fiscal Year 2024-25 Budget. The Board provided input and direction that were incorporated in the Recommended Budget. The FY 2024-25 Budget is effective July 1, 2024.

Modifications in the Recommended Budget
The recommended Budget has been modified from the proposed budget in several areas, those include:
 Energy Sales increased by $1 million.
 Power Supply was increased by $1.74 million to recognize the higher energy costs reflected in the energy market related to Pioneer’s open positions.
 The Administration Operating Expenses were increased by $200 thousand to allow the ability for Pioneer to join California Community Power (“CC Power”). CC Power is a Joint Powers Agency comprised of California Community Choice Aggregators and allows its members to combine their buying power to procure new, cost-effective clean energy and reliability resources.

Plf)NEEA

COMMUNITY ENERGY
Agenda Item: 3 Agenda Date: 6/20/2024

 The Finance Compensation budget was increased by $174 thousand to fund an Information Technology Analyst (“IT Analyst”) position (salary and benefits). This would increase Pioneer’s authorized staffing positions to 20. The IT Analyst would support the ever-increasing IT demands of the organization and allow Pioneer to maintain and improve its cyber security.

ANALYSIS & DISCUSSION
The Recommended FY 2024-25 Budget is balanced and presents Pioneer Community Energy (“Pioneer”) in stable financial condition. The Recommended Budget projects total revenues of $257.91 million and total expenses at $233.29 million resulting in a projected contribution to reserves of $24.6 million. The table below summarizes the proposed budget at a high-level:

FY 2023-24 FY 2024-25 Variance
$ in Millions Midyear
Budget
Recommended
Budget $ %
Revenues $230.42 $257.92 $27.50 11.9%
Power Supply $183.92 $208.98 $25.06 13.6%
Contribution Margin $46.50 $48.94 $2.44 5.2%
Operating Expenses $14.77 $19.71 $4.94 33.4%
Operating Margin $31.73 $29.23 ($2.50) (7.9%)
Non-Operating Net Expenses $4.06 $4.60 $0.54 13.3%
Contribution To Net Position $27.67 $24.63 ($3.04) (11.0%) Significant drivers impacting both revenues and expenses include:

1. The Proposed Budget includes Program division funding of 2% of Energy and Green 100 revenue for a $4.88 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.

2. 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.

3. 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.

4. Addition of positions (20 Full-Time Positions): (1) Project Development Manager – that would focus on biomass projects, and (2) an Information Technology Analyst – that would support Pioneer’s ever-increasing IT demands.

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

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

Revenues
Pioneer receives most of its revenues through rates ($245 million) with a forecasted $10 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 $2.87 million interest gains generated from Pioneer’s increased cash position and higher interest rates is still notable.

Agenda Item: 3 Agenda Date: 6/20/2024

Pioneer does not receive any subsidies from our member agencies. The chart below illustrates Pioneer’s cash inflow:

Operating 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: $257.9 million
Agenda Item: 3 Agenda Date: 6/20/2024

Notable Operating Expense Adjustments
Power Supply Costs
Power supply costs increased by over $25 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 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.

Power Supply
90%
Other Operating
Expenses
8%
Debt Service
2%
Expenses: $233.3 million
Agenda Item: 3 Agenda Date: 6/20/2024

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 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 two full-time positions to a total of 20 full-time positions and one part-time position.

The added positions have an estimated salary and benefit cost of $405 thousand. 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 responsibilities of the new Information Technology Analyst would be to support the ever-increasing IT demands and allow resources for maintaining and increasing cyber-security efforts. A job description approval is also requested for an Information Technology Administrator to provide a future career path but is not proposed to be funded or filled in the upcoming Fiscal Year. Although not a budgetary change, the Budget resolution proposes a title change for the Director of Public Affairs, Marketing and Programs to Director of Communications which better aligns with the positions responsibilities. There is no proposed change to the job description or salary range. The proposed job descriptions and salary ranges are attached to the Budget resolution.

The following organizational charts illustrate the changes in the Recommended 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: 3 Agenda Date: 6/20/2024

Power
Resources
Manager
Project
Development
Manager
Scheduling
Coordinator
CRR Broker
Power
Procurement
Consulting
CalCCA
(Advocacy
Services)
Battery
Optimization
Service
Information
Technology
Services
IT Auditor
Custodial
Services
, 20 Full-time Positions
, 2Added Positions
r 1 Part-time Position
, Key Consultant Services
Customer Care
Coordinator (2)
Marketing
Services
Customer Call
Center
Agenda Item: 3 Agenda Date: 6/20/2024

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 brought 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.
0 10
20 30
40 50
60 70
# of Full-Time Employees per TWh of Load
*Data gathered
May 2024
Pioneer
(Current) 3CE
Pioneer
(Proposed) AVA VCE PCE SVCE MCE SCP RCEA
FTEs 18 52 20 83 9 49 62 103 41 37
TWh 1.79 5.11 1.79 6.55 0.65 3.39 3.93 5.62 2.16 0.63
Ratio 10.1 10.2 11.0 12.7 13.8 14.4 15.8 18.3 19.0 58.7 ••
Agenda Item: 3 Agenda Date: 6/20/2024

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 $750 thousand 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 $800 thousand to meet this requirement.

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:
400
350
300
250
200
150 I 100
so
0 MCE
CCA Reserves Comparison
{Days of Liquidity}
Pioneer AVA SVCE
(Projected
FY25)

SCP PCE
Agenda Item: 3 Agenda Date: 6/20/2024

mPOWER
mPOWER was closed to new applications on August 31, 2021. Placer County administers the mPOWER program on behalf of Pioneer, and County staff worked with Pioneer to appropriately program a Fiscal Year 24-25 Budget for mPOWER. Ongoing assessment revenue, bond servicing costs and administration costs will continue until the last Bond is paid in full. The mPOWER budget is included in the Recommended Budget.

FISCAL IMPACT
The Recommended FY 2024-25 Budget includes total revenues of $257.92 million and total expenses of $233.29 million resulting in a projected contribution to net position of $24.6 million.

ATTACHMENTS

1. Resolution Adopting Fiscal Year 2024-25 Budget
Before the Governing Board of
Pioneer Community Energy
Resolution No.: ____________
The following Resolution was duly passed by the Governing Board of Pioneer Community Energy at a regular meeting held June 20, 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, the Chief Executive Officer has submitted the Fiscal Year 2024-25 Budget to the Board for consideration and comment; and
WHEREAS, the 2021-2024 Strategic Plan and the 2024-2027 Strategic Plan in development informed the Budget development; and
WHEREAS, the Budget has been considered and comments were received from the Audit and Finance Committee on May 9, 2024; and
WHEREAS, the Budget has been considered and comments received from the Board at the May 16, 2024 and June 20, 2024 Board meetings; and
WHEREAS, future power purchase costs, energy sales are uncertain; and weather-driven impacts, economic conditions, changes in wholesale energy market prices, changes in customer usage patterns are difficult to forecast and will impact actual revenues and expense; and
WHEREAS, the Board considers the Budget a ‘living’ document and will be informed by, actual usage, the closing of Energy Open Positions, and a mid-year Budget review; and In the matter of: Adopting the Fiscal Year 2024-25 Budget, Approving the Job Descriptions for the Information Technology
Analyst, Information Technology Administrator, and
Project Development Manager, and title change to
Director of Communications for the Director of
Public Affairs, Marketing and Programs and the
Salary Schedule.

Resolution No. ___

2 WHEREAS, the Board is authorizing an increase of two positions for a total of 20 authorized positions, and Job Descriptions are needed for the Information Technology Analyst, Information Technology Administrator, and the Project Development Manager; and WHEREAS, the Director of Communications is a more accurate descriptive of the Director of Public Affairs, Marketing and Programs position and no job description changes are necessary; and
WHEREAS, the Board has previously designated the Program Fund to be a Special Fund for internal tracking purposes that dedicates funding to roll from year to year for program purposes.

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 Board hereby approves and adopts the Pioneer Community Energy Fiscal Year 2024-25 Budget as presented in Attachment A.

3. The Chief Executive Officer is authorized to move budget authority between divisions and accounts, but not to increase or exceed the Board authorized total Budget.

4. The Board approves the Job Descriptions for the Information Technology Analyst, Information Technology Administrator, and the Project Development Manager as presented in Attachment B; salary schedule as presented in Attachment C; and authorizes the Chief Executive Officer to modify as needed.

5. Approve the title change from Director of Public Affairs, Marketing and Programs to Director of Communications.

6. The Chief Executive Officer is authorized to have flexibility to hire positions not originally anticipated in the Budget as long as the authorized positions of 20 is not exceeded and salary and benefit actuals do not exceed the salary and benefit Budget.

7. The Program Fund shall be allocated 2% of budgeted Energy Sales dedicated to Program purposes including administration and if unspent will ‘roll’ to future Fiscal Years.

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

Exhibits:

A. Fiscal Year 2024-25 Budget
B. Job Descriptions for the Information Technology Analyst, Information Technology Administrator, and Project Development Manager
C. Salary Schedule with new positions
Fiscal Year 2024-25
Operating Budget

TABLE OF CONTENTS
11 2
2 Great Place to Work
Competitive compensation and
benefits
Annual employee survey
Employee engagement
Culture of high-performing
workforce
Operational Optimization
Emphasis on small-hydro and biomass
projects in our region
No information technology breaches
Enterprise risk management
Find revenues/controlling cost
opportunities
Compliance with all regulatory and
legislative requirements
Fiscally Strong and Resilient
Pursue expansion with like-minded
communities resulting in a stronger JPA
Adopt budgets that support credit rating
Adopt rates that create ratepayer value
and support Pioneer’s long-term health
Financial audits with no significant
deficiencies or material weaknesses
Prioritize community reinvestment that is
strategic and responsible
Pioneer Community Energy was created to serve the needs of our region. As a steward of Placer and El Dorado Counties, and the cities of Grass Valley and Nevada City resources, Pioneer strives to excel in each of its strategic priorities. These strategic priorities are actionable and demonstrated throughout our work and organizational goals and objectives.

STRATEGIC PRIORITIES
Community Partner
Strengthen market share and brand
awareness through engagement
Engage CAC to advance our priorities
Prioritize local procurement &
supporting community reinvestment
Develop strategic partnerships with
regional agencies & local businesses
Be an advocate for our customers in
legislative and regulatory issues
3 Community
Partner
Exceptional
Customer
Experience
Fiscally
Strong and
Resilient
Operational
Optimization
Great
Place to
Work
Exceptional Customer Service
Stable and competitive rates
Respond to customers in a timely,
accurate, and professional manner
Invest in resources to improve the
customer experience
Implement programs
Empower stakeholders to be our
ambassadors
3 CHIEF EXECUTIVE OFFICER MESSAGE
I am pleased to present Pioneer Community Energy’s (“Pioneer”) Fiscal Year (“FY”) 2024-25 Recommended Budget. The FY 2024-25 Recommended Budget supports the Agency’s 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.” The foundation of the FY 2024-25Recommended Budget is Pioneer’s strategic plan.

The balanced budget features Pioneer’s seventh full year of operations, which includes providing reliable energy, maintaining competitive rates compared to Pacific Gas & Electric’s (“PG&E”) generation rates and funding initiatives that are important to our customers.

The FY 2024-25 Recommended Budget includes $257.9 million in revenues offset by $233.3 million in expenses. The budget was developed based on 164,000 customer accounts, 1.7 billion kilowatt hours of energy sales, and twenty full-time employees.

Major highlights of the budget include:
• Rate stability and competitiveness. The budget assumes no changes to Pioneer’s rates that are at a minimum 10% discount compared to PG&E’s generation rate. Through 2023, Pioneer has produced $85 million in utility bill savings for our customers.
• A full fiscal year of service to Nevada City and the City of Grass Valley. • Contribution to reserves of $24.6 million to mitigate rate increases during times of high volatility in electricity prices. The reserves also support our A- investment grade credit rating. • Accelerated payment of our debt service with a target of being debt free by 2026. • Enhancement of public outreach and awareness to strengthen our connection to the community. • Investment in biomass projects that create local jobs, mitigate wildfire risk and provides a stable and local source of energy.
• $4.9 million in energy efficiency programs funding to improve our customers' lives. • Support for further expansion of Pioneer in the Sierra-Nevada region. • Continued funding for cybersecurity to protect our customers' data. 44 Sincerely,
Donald Eckert
Chief Executive Officer
Pioneer Community
Energy
While Pioneer is currently in stable financial condition, there are risks and uncertainty that can impact the Agency including:
• Power Supply – Power supply is the largest and most volatile expense of Pioneer. Although Pioneer is governed by an energy risk management policy and is well hedged for the fiscal year, changes in energy needs and market prices can erode cash reserves quickly • Regulatory – Uncertainty in regulatory decisions by the California Public Utilities Commission could adversely affect the cost the customers have to pay to take service from Pioneer • Economy – We believe our service territory has an extremely resilient and well diversified economy, but a downturn would impact our projections
I am confident that Pioneer is well positioned as we transition to a new phase of becoming a partner to the communities we serve. Continued success will only be achieved through collaboration, creativity, and commitment.
55 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. 6 PIONEER BOARD MEMBERS

DAVID RING
Loomis Town Council

LOU CECI
Alternate, Nevada City
6 2024 GOVERNING BOARD - COMMITTEES
77 8
8 FISCAL YEAR 2024-25 BUDGET SUMMARY
9 REVENUES
10 REVENUES HIGHLIGHTS
Rate Stability
The Fiscal Year 2024-25 budget assumes no changes to
rates.

Twelve Months of Expansion
The Recommended Budget incorporates a full year of
revenue increases due to the expansion to Grass Valley and Nevada City beginning January 2024.

Energy Sales, CRRs, & Battery Optimization
Pioneer receives most of its revenues through rates with a small contribution from the Congestion Revenue Rights
program through the California Independent System
Operator (“CAISO”). A new battery optimization effort will add additional net revenue.
1111

EXPENSES
12 EXPENSES HIGHLIGHTS
Power Supply Costs
Power supply costs increased by $25 million from FY 2023-24 due to resource adequacy and renewable energy markets.

CRRs and Battery Optimization
Increased Congestion Revenue Rights expenses and launch of battery optimization services will support generation of revenue.

Increased Funding of Programs
The overall program division is allocated $4.9 million in funding, or 2% of revenues, to expand program efforts that focus on Pioneer’s residential customers.

Staffing
The budget adds two full-time positions to a total 20 full time positions, adding a Project Development Manager to focus on biomass implementation, and an IT Analyst to support Pioneer's growing technology and cybersecurity needs.
13 KEY RESPONSIBILITIES
Key responsibilities of the ADMINISTRATION Division include: efficient day-to-day operations throughout the organization, ensuring Board direction and policies are followed, including the 2024-2027 Strategic Plan, appointing and supervising all Pioneer personnel, accurately recording and preserving Pioneer’s legislative history and safeguarding vital, and permanent records.

PERSONNEL
There are 2 positions assigned to the ADMINISTRATION Division:
• Chief Executive Officer • Board Clerk/Executive Assistant

CONSULTANT SERVICES
The Administration division funds janitorial services, general legal services, and some additional Board room Audio/Visual Communications.

OPERATING EXPENSES
The Administration division funds office rent, alarm system, utilities, insurance costs for liability, workers compensation and property, Board member expenses.

Memberships, trainings, conferences, employee appreciation, organization culture development, and business-related travel are also budgeted for Administration personnel. The budget also includes funding for joining the California Community Power JPA that would combine the buying power with other CCA’s for clean energy and reliability resources.

ADMINISTRATION DIVISION
14 FY 2023-24 ACCOMPLISHMENTS
• Recommended rate options for 2023 resulting in ratepayer savings of $46 million compared to PG&E • Shepherded Pioneer to receive an A-credit rating from Standard & Poor’s with a stable long-term outlook
• Secure procurement of power supply and resource adequacy in a volatile market that allowed the expansion territories to receive the same generation rate as current customers • Achieved 100% compliance with Resource Adequacy procurement while other providers fell short • Negotiated contract for asset optimization for solar + storage power purchase agreements that could result in several million dollars in revenue by timing energy storage with market signals. • Introduced a Feed-In Tariff to incentivize local biomass and small-hydro projects

ADMINISTRATION DIVISION
15 KEY RESPONSIBILITIES
Key responsibilities of the FINANCE Division include:

Budget development and administration, accounts receivable/payable, financial reporting, procurement, human resources, benefit management, office management, information technology, facility management, contract administration, counterparty and operational risk management, payroll oversight, and front desk reception.

PERSONNEL
There are 5 full time positions (1 new) and a part time intern position assigned to the FINANCE Division:
• Director of Finance & Administration
• Finance & Administrative Analyst I
• Information Technology Analyst
• Internal Operations Coordinator
• Senior Financial Analyst
• Intern-Part time

CONSULTANT SERVICES
The Finance division funds various essential service contracts that encompass areas such as accounting, financial reporting and auditing, financial advisor, payroll services, human resources, recruitment services, information technology support and informational technology security audits.

OPERATING EXPENSES
The Finance division provides all personnel with the necessary technology and software to carry out the daily functions of the organization, including telephone and internet services, print/copy machines, laptops and peripherals, and Board meeting broadcasting software. New hire background check fees, recruitment job postings, and benefit administration fees are also facilitated and funded by the Finance Division. Triennial compensation study and new software to analyze non-rated counterparties are included in FY 24-25.

Memberships, CCCFA administrative costs (prepay bond administration), trainings, conferences, and business-related travel are also budgeted for Finance personnel.

FINANCE DIVISION
16 FY 2023-24 ACCOMPLISHMENTS
• Pioneer received an A- credit rating from Standard & Poor’s with a stable long-term outlook • Received a ‘clean’ audit of Pioneer’s FY 22-23 Financial Statements. • Increased $10 million capacity to a total $30 million Line of Credit used to provide Letter of Credit collateral to energy suppliers.
• Replaced $10 million existing cash collateral held by energy suppliers with Letters of Credit and thereby increasing Pioneer’s cash position and reserve days of liquidity calculation. • Exceeded the Reserve Policy timeline for achieving the minimum reserve target of 160 days. • Additional principal payment of $2.1 million paid to the Term Loan, saving an estimated $680 thousand in interest and reduced the term by 3 years.
• IT Cybersecurity Audit was completed and was rated as Broadly Satisfactory.

FINANCE DIVISION
17 KEY RESPONSIBILITIES
Key responsibilities of the DEBT MANAGEMENT Division include:

Provides budget for existing and potential debt obligations including the Term Loan, Line of Credit/Letter of Credit costs, and the CPUC required Financial Security Requirement funds deposited with PG&E.

PERSONNEL
There are no additional positions assigned to this DEBT MANAGEMENT Division, but is managed by the FINANCE Division.

DEBT SERVICE
Pioneer has an existing Term Loan with Umpqua Bank. The proceeds of that loan were used during Fiscal Year 20-21 to pay in full the start-up funding provided by Placer County. The annual debt service is almost $925,000, the 15-year term was to be paid in full May 2036 with an interest rate of 3.85%. Early principal payments were made in both 2023 and 2024 which changed the pay in full date to November 2029.

OTHER DEBT AND RELATED EXPENSES
The Budget programs an additional principal payment of $2,100,000 (annual maximum without a prepayment penalty per the loan agreement) to the Term Loan with Umpqua Bank, which with this extra payment and the prior year’s extra payments will result in the term loan being fully paid by April 2027 and is projected to save over $300,000 in interest costs.

A Line of Credit and Letter(s) or Credit cost of $750,000. By providing a Letter of Credit collateral to energy suppliers, Pioneer avoids using cash as collateral, generates interest earnings on the cash held by Pioneer and may also generate more bids to Pioneer’s energy solicitations from power suppliers.

Pioneer is required by the CPUC to provide a Financial Security Requirement (FSR) with PG&E as a provider of last resort. The CPUC has been in the process of modifying the FSR calculation and although not finalized, it is expected that the FSR will be required to be increased by $800,000.

DEBT MANAGEMENT DIVISION
1 1
8 19

KEY RESPONSIBILITIES
Key responsibilities of the POWER PROCUREMENT Division include:

Overall management of Pioneer’s energy supply portfolio: Power supply planning, energy load and resource management, energy procurement (system power, renewable energy, carbon-free energy), issue RFPs for energy procurement, valuation of offers, and follow up contract negotiations for all power types and for long-term RPS PPAs and CPUC reliability requirements, integrated resource planning, development of biomass projects, development of structured products including grid resiliency, etc.

PERSONNEL
There are 5 positions assigned to the POWER PROCUREMENT Division:
• Chief Operating Officer (50%)
• Power Resources Manager
• Power Supply Contracts Manager
• Manager, Quantitative Analysis and
Modeling
• Project Development Manager
(Proposed)

CONSULTANT SERVICES
The Power Procurement division funds various essential service contracts that encompass areas such as deal capture, position and risk reporting, expansion impact assessments and implementation plans, regulatory filings related to energy procurement, scheduling coordinator services, congestion revenue rights optimization, broker fees, and commercial legal support related to contract negotiations.

OPERATING EXPENSES
The Power Procurement division has budgeted funds for memberships, trainings, conferences, energy market analytical tools/data services, and business-related travel.

POWER PROCUREMENT DIVISION
20 FY 2023-24 ACCOMPLISHMENTS
• Disciplined approach and effective negotiation skills in energy procurement amounting to approximately $500 million in positive mark-to-market value to pass on to ratepayers (as of December 2023)
o The energy research group Find Energy recently announced that Pioneer Community Energy won its coveted award for the Lowest Residential Electricity Generation Rate in California for 2020. Based on historical data compiled by Find Energy, Pioneer’s average residential rate was more than 10% lower than the national average.
• Full compliance with all procurement requirements for renewable energy and resource adequacy including year-ahead and mid-term reliability (to date) • Developed pipeline of biomass projects with over 3 developers in various stages of development • Issued RFP and selected biomass developer for a project near/in Grass Valley that would qualify under the BioMAT program for additional savings for Pioneer
• Developed Local feed-in-tariff for biomass and small hydro projects fostering development of local projects focusing on the product parameters, pricing, and PPA • Review and selection of optimization software for Yellow Pine II solar plus storage contract • Together with Pioneer team, successful attainment of investment grade credit rating

POWER PROCUREMENT DIVISION
21 KEY RESPONSIBILITIES
Key responsibilities of the Customer Care Division include:

Serving, in most cases, as the first point of contact for Pioneer with our customers; addressing and resolving issues related to billing, energy usage, energy options, and benefits of Pioneer. Customer support through on-site Field Days. Relationship-building and problem-solving with customers. Educating customers on a variety of topics like solar, electric vehicles, batteries, Pioneer programs, etc.

PERSONNEL
There are 6 positions assigned to the Customer Care Division:
• Director of Public Affairs, Marketing & Programs
(Director of Communications) - Shared
• Community Outreach Manager
• Communications Coordinator (2)

CONSULTANT SERVICES
The Customer Care Division funds PG&E’s service fee costs for billing, data, reporting, and other related items. This division also funds the Calpine contract for call center operations, billing, and database management services; processing and reporting on all customer service and billing related items.

OPERATING EXPENSES
The Customer Care division provides the tools for staff to work directly with our customers, including contact management software; costs associated with compliance, including the printing and mailing of required regulatory mailings; mileage; customer education efforts like webinars and on-site Field Days; and fees for various meetings.

Memberships, trainings, conferences, and business-related travel are also budgeted for division personnel.

CUSTOMER CARE DIVISION
• Customer Care Coordinator (2)
22 FY 2023-24 ACCOMPLISHMENTS
• Identification and resolution of billing process and information discrepancies • Successful outreach and response to customers in expansion territories in advance of and after service launch
• Formalizing message alignment processes to ensure all call center representatives and internal staff have talking points that accurately reflect Pioneer’s position on a variety of issues • Proactive outreach to customers on billing related issues to mitigate criticism and/or dispel incorrect information
• Renewal of contract with Calpine for call center operations and data management

CUSTOMER CARE DIVISION
23 KEY RESPONSIBILITIES
Key responsibilities of the Communications Division include:

Plan, execute and manage all communications campaigns, including message development, paid and earned media, social media, printing and mailing of required regulatory notifications, expansion support, website refinements and management, all aspects of external communications and outreach activities.

PERSONNEL
There are two positions assigned to the Communications Division:
• Community Outreach Manager

CONSULTANT SERVICES
The Communications Division funds the communications and marketing consultant services. This includes strategic support, collateral development, graphics support, website and social media content development and management, and paid media campaigns supporting expansion and general awareness.

OPERATING EXPENSES
The Communication Division funds a multitude of activities related to marketing, public relations, public affairs, stakeholder education, and outreach, including development, printing and mailing of required regulatory notifications and marketing materials; dues and memberships that support strategic partnerships and visibility opportunities; graphics development; paid advertising and campaign management; sponsorships; securing SIC lists for targeted marketing; image-building promotional materials; event participation, and miscellaneous outreach.

Memberships, trainings, conferences, and business-related travel are also budgeted for division personnel.

COMMUNICATIONS DIVISION
• Director of Public Affairs, Marketing & Programs
(Director of Communications) - Shared
24 FY 2023-24 ACCOMPLISHMENTS
• Development of formalized and comprehensive communications plan • Robust and successful stakeholder education and marketing campaigns related to expansion into Grass Valley and Nevada City
• Successful launch and execution of paid media campaigns supporting expansion and identity-building general awareness campaign
• Development of sponsorship policy and strategic sponsorships that elevate awareness of Pioneer • Active membership and participation in local Chambers of Commerce that support member agencies, including active participation in Government Relations Committees • Aggressive outreach efforts, resulting in participation in more than 100 community events/meetings

COMMUNICATIONS DIVISION
25 KEY RESPONSIBILITIES
Key responsibilities of the REGULATORY AND LEGISLATIVE AFFAIRS Division include:

Tracking legislation and regulations through multiple amendments and prepare drafts of legislative and regulatory updates on policy issues and programs; performing research projects on legislative and regulatory policy issue areas - preparing and presenting findings and recommendations of Pioneer position; representing Pioneer in regulatory proceedings through preparation of data requests, written responses, position papers, analytical models, testimony, and exhibits; reviewing and drafting comments and briefs, providing high level technical and/or analytic input on regulatory and legislative matters; overseeing the preparation of data requests, testimony, and hearing exhibits and participate in administrative hearings; tracking, reviewing, analyzing and summarizing filings prepared by utilities and other entities that could impact Pioneer and its customers; coordinating and working closely with technical experts and external regulatory counsel to develop effective and persuasive communications before the CPUC, CA Energy Commission, CA Legislature and any other legal or regulatory body as may be needed.

PERSONNEL
There are 2 positions assigned to the REGULATORY AND LEGISLATIVE AFFAIRS Division:
• Chief Operating Officer (50%) • Legislative & Regulatory Analyst I

CONSULTANT SERVICES
The Regulatory and Legislative Affairs division funds various essential service contracts that encompass areas such as legal support for key filings and detailed analyses on regulatory proceedings and legislative bills, legal support specifically for challenging PG&E’s ERRA and GRC filings that directly impact Pioneer’s bottom line, and legislative consulting for key lobbying efforts.

OPERATING EXPENSES
The Regulatory and Legislative Affairs division has budgeted funds for memberships, trainings, conferences, and business-related travel.

REGULATORY & LEGISLATIVE DIVISION
26 FY 2023-24 ACCOMPLISHMENTS
• Worked extensively with the CPUC in implementing AB 843 to provide access to BioMAT to CCAs and successfully implemented the program at Pioneer!
• Assembled a tour and presentation for legislators at SPI biomass facility to help educate legislators on the benefits of biomass energy
o Successfully recruited 9 legislators to attend
• Identified and implemented a solution for Pioneer member agencies to comply with SB 1383 requirements
o Included working with biomass facility to negotiate and draft contract terms and conditions that were most favorable to Pioneer’s members
o Included numerous workshops and presentations with City Councils and Board of Supervisors in presenting the concept and answering questions
• Developed Local feed-in-tariff for biomass and small hydro projects fostering development of local projects focusing on development of the tariff and application process • Worked extensively with CalCCA in regulatory proceedings that impact CCAs, leading in particular, efforts involving wildfire mitigation, PSPS/fast-trip, and microgrid/remote grid issues, among others • Developed Pioneer’s Legislative Policy and Platform and worked extensively with CalCCA to ensure the support/opposition of bills in compliance with thereof • Hired an experienced lobbying firm to incorporate funding for biomass projects using alternative strategies

REGULATORY & LEGISLATIVE DIVISION
27 KEY RESPONSIBILITIES
Key responsibilities of the Programs Division include:

Develop and finalize residential programs, research program options, plan for and oversee program implementation. Additionally, the Programs Division evaluates proposals and opportunities in other areas of interest and for commercial customers and provides support for demand response and load management programs that advance regulatory compliance.

PERSONNEL
There are 2 positions assigned to the Program Division:
• Programs Manager

CONSULTANT SERVICES
The Program Division funds all efforts related to program development for residential customers, including developing the scope of work with program partners, contract review, marketing and outreach, quantifying specific measurements of success, identifying needed program modifications and reporting of any technical information to the executive team and Board of Directors.

OPERATING EXPENSES
The Program Division identifies the tools necessary to fulfill the program requirements and ensure that all staff have the of the resources needed for successful program implementation and evaluation.

Specific operating expenses include memberships that allow for idea sharing, program engagement and tracking; professional development. Attendance at conferences and business-related travel for division personnel.

PROGRAMS DIVISION
• Dir. of Public Affairs, Marketing & Programs (Dir. of Communications) - Shared 28 FY 2023-24 ACCOMPLISHMENTS
• Development and approval of overall Programs Plan that is consistent with Pioneer’s overall Strategic Plan, direction set by the Community Advisory Committee, and 2023-24 budget. • Hosting and facilitation of nine Community Advisory Committee to set program priorities, evaluate program options, and outline program implementation.
• Evaluation of residential programs that advance strategic priorities of rate-saving, community partners and added value.
• Detailed planning for and launch of Discount LED program, online marketplace and HVAC rebate programs; planning for launch of additional demand response and solar + battery programs.

PROGRAMS DIVISION
29 ORGANIZATION CHART
30 POSITION LISTING
31 FOCUS ON FINANCIAL HEALTH
Building Financial Health
For Pioneer to provide its customers with competitive and stable rates and to provide value to the communities in its territory, Pioneer needs to achieve and maintain financial health. The most critical target for Pioneer to achieve is the appropriate level of cash reserves.

What Are Reserves?
An organization’s financial reserves are a discrete subset of its liquid net assets. They are a distinct pool of assets that an organization can access either to mitigate the impact of unbudgeted, undesirable financial events or pursue opportunities of strategic importance that may arise in the future.

Key Financial Policies
Effective and appropriate financial policies provide a clear path to reaching long-term sustainability. The policies offer critical guidance to the Board in rate-setting decisions to achieve the cash reserve target over the next few years:

1. Frequency of Financial Projections Policy - A financial projection is a tool used to determine Pioneer’s current financial standing and over a forecast period. A financial projection incorporating revenues and expenses should be updated every year as part of the budget process. The projection should also include the analysis of key financial targets of cash reserves, debt coverage ratio and rate competitiveness. The rate competitiveness component should also be updated when Pacific Gas & Electric (“PG&E”) issues a rate change.

2. Cash Reserves Policy - The best measurement of the financial health of the utility is its ability to achieve and maintain the appropriate cash reserve. Cash reserves are the most important tool Pioneer has to provide stable and competitive rates. It is extremely important the Board set rates to sufficiently fund operations and build cash reserves. The policy recommends a minimum cash reserve target of 160 days of cash on hand. The minimum cash reserve target is anticipated to be achieved during FY 2024-25 which is within the policy's recommended timeline.

3. Debt Coverage Ratio Policy - Debt coverage ratio is a measurement of debt affordability. Pioneer has a 15-year term loan with Umpqua Bank. Rate setting must account for Pioneer’s annual debt service. The Board of Directors commits to maintaining proper debt coverage ratios in order to sufficiently fund debt with cash flow from operations.

4. Meeting a Rate Threshold Policy - Like a traditional utility, Pioneer has a defined service territory, however, unlike a traditional utility, Pioneer does not have a captive customer base. Rate competitiveness is as equally important as meeting financial targets. Rate setting must strive for balance between ratepayer savings compared to PG&E and the financial health of the utility. The policy stresses the importance of setting rates that achieve balance. However, if maintaining a rate differential to PG&E causes Pioneer’s cash balance to fall below 90 days of cash on hand, it will trigger a reevaluation of rates until target cash balances are restored.

5. Annual Inflationary Increases- The purpose of this policy is to give the Board an option to consider annual inflationary increases to allow Pioneer to keep up with changes in operation costs. The annual inflationary adjustment would correlate to the consumers price index. When evaluating an inflationary adjustment, rate competitiveness to PG&E will be considered.
32 PROJECTED RESERVES
33 Pioneer’s minimum Reserve target is 160 days of liquidity. This minimum target was reached during Fiscal Year 23-24 and is projected to remain above the minimum reserve threshold during Fiscal Year 24-25. A comparison of other credit rated Community Choice Aggregators ("CCA") calculated days of liquidity show a range of near 200 to 375 days of liquidity. This comparison demonstrates that there is room for Pioneer to continue to strengthen its financial position when compared to its peers.

Standard & Poor’s refers to certain critical financial ratios when evaluating Credit Rating determinations. Some of those ratios are the Fixed Charge Coverage, Debt Ratio, and Days of Liquidity; the Fiscal Year 24-25 Recommended Budget meets those critical ratios.

FIVE YEAR FORECAST
Over the five-year projection, power supply cost volatility is demonstrated.

Power supply costs jump over $31 million in FY 25-26, but then start to decrease in FY 26-27 with further decreases in FY 27-28 and FY 28-29. The Power Supply costs in FY 28-29 are only 4.5% ($9.3 million) more than FY 24-25. The decreases demonstrate the market projection that Resource Adequacy (RA) costs will stabilize and then decrease during the five-year period.

The forecast also assumes that additional principal payments will continue towards the term loan, which results in the term loan being paid in full during FY 25-26. This earlier paid-in-full date contrasts to the original projected paid-in-full date of 2036.

The Reserve policy states that the Board may consider yearly inflationary adjustments to the rates. A 6% rate adjustment was assumed in Fiscal Years 25-26, but no other rate adjustment was assumed in any other fiscal year.

The rate adjustment kept the forecast balanced and considered the ratios that are significant in S&P’s credit rating analysis. Actual energy costs, rates and competitiveness to PG&E will be the considerations when the Board considers any future rate adjustments and assumptions in the five-year forecast won’t direct any Board actions on rates. 34 FIVE YEAR FORECAST
35 36

CUSTOMER STATISTICS
37 38
mPOWER PROGRAM
39 AGENCY OVERVIEW
In 2018, Pioneer first began providing electricity services to Auburn, Colfax, Lincoln, Rocklin, Loomis and most of unincorporated Placer County. In 2022, we started providing the same stable and reliable electric service to most of unincorporated El Dorado County and the City of Placerville. In 2024, Pioneer began serving customers in Grass Valley and Nevada City.

Our Governing Board consists of eleven locally elected representatives from the El Dorado County and Placer County Board of Supervisors and the City Councils of Auburn, Colfax, Grass Valley, Lincoln, Nevada City, Placerville, Rocklin and the Town of Loomis.

Our primary objective is powering our community with competitive rates, not earning shareholder profits. Like most CCAs, Pioneer is nimble in our efforts to source and search for power in a manner that traditional Investor-Owned-Utilities (IOUs) are not.

Pioneer Community Energy is a local not-for-profit provider of electricity, powering communities with competitive rates, reliable service and a choice in energy options.

Pioneer was established in 2017, joining the other California Community Choice Aggregators (CCAs) in providing energy to more than 11 million customers across the state. 40 AGENCY OVERVIEW
Our customers don’t notice any difference in service – but the power is leveraged to maximize benefits to you and the community.

With Pioneer, residents and businesses can choose from the following energy options:

Pioneer Standard
• Automatic enrollment – no need to do anything
• Savings of at least 10% compared to PG&E’s generation rates* Pioneer Green100
• Optional service upgrade at any time
• 100% renewable energy
Net Energy Metering
*Savings based on current rates for Pioneer Residential Customers Community Choice Aggregators act just like traditional power companies, they pool power loads among participants to create buying power for this essential resource – energy. In the case of Pioneer, the combined energy needs of the businesses and residents in our service areas are used to purchase reliable power at competitive rates. 41 • Automatic enrollment
• Net surplus generation paid at ½ cent more than PG&E Net Surplus Compensation Rate

COMMUNITY BENEFITS
42 Competitive Rates
Pioneer Community Energy is committed to
competitive and stable electricity generation rates.

Powered by the Community
We are powered by the communities we serve - not
corporate shareholders.
@ Flexible Options
With the addition of the GreenlOO rate, Pioneer is the
only provider of electricity in our area that otters 100% renewable energy to those who want it.
www.pioneercommunityenergy.org
Pioneer Community Energy
Job Description

Employee’s Name:

Job Title: Information Technology Administrator
Department: Finance
Reports To: Director of Finance and Administration
FLSA Status: Exempt
Prepared By:

Prepared Date: June 2024
Summary: Under general direction of the Director of Finance and Administration, directs, plans, organizes and supervises all phases of the information technology and communication systems of assigned area. Exercises direct supervision over professional, technical and clerical staff.

Essential Duties and Responsibilities include the following. Other duties may be assigned.

The following duties are typical for this classification. Incumbents may not perform all of the listed duties and/or may be required to perform additional or different duties from those set forth below to address business needs and changing business practices.  Provide efficiency and utilization of the information technology and information management systems to departments and assist in development and coordination of various applications.  Develop and provide leadership for the development of a comprehensive, long range strategic plan for information technology.
 Develop, implement, supervise and manage the activities of information management systems.  Manage and supervise the activities of personnel involved in information and communication systems
 Provide department users with long-range solutions to complex systems and technical problems.  Develop and implement a disaster recovery plan.
 Develop and monitor budget and expenditures.
 Work closely with staff throughout the organization to assure cost effective delivery of information services and establish standard operating procedures.
 Identify, coordinate and provide information technology training to staff, as appropriate.  Prepare programs to provide employee development and opportunity for growth in the information technology area.
 Supervise, train and evaluate assigned staff.
 Prepare staff reports, memoranda and correspondence.
 Represent the department to outside agencies and organizations; participate in outside community and professional groups and committees; provide technical assistance as necessary.  Build and maintain positive working relationships with coworkers, other employees and the public using principles of good customer service.
 Perform related duties as required.
 Other assigned tasks that may be assigned include, but not be limited to other internal service activities or accounting functions
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Supervisory Responsibilities: Directly supervises employees in the Information Technology function.

Carries out supervisory responsibilities in accordance with the organization's policies and applicable laws.

Responsibilities include interviewing, hiring, and training employees; planning, assigning, and directing work; appraising performance; rewarding and disciplining employees; addressing complaints and resolving problems.

Measures of Performance: The Information Technology Administrator shall be considered to be performing in an acceptable manner when the following have been accomplished:

1. Interpersonal Skills – Solution-oriented; Maintains confidentiality; Listens to others without interrupting; Keeps emotions under control; Remains open to others' ideas and tries new things.

2. Verbal Communication – Speaks clearly and persuasively; Listens and gets clarification; Uses appropriate grammar and choice of words in oral speech; Organizes ideas clearly in oral speech; Responds well to questions; Demonstrates group presentation skills; Participates in meetings.

3. Written Communication – Writes clearly and informatively; Edits work for spelling and grammar; Varies writing style to meet needs; Presents numerical data effectively; Able to read and interpret written information.

4. Quality – Demonstrates accuracy and thoroughness; Looks for ways to improve and promote quality; Applies feedback to improve performance; Monitors own work to ensure quality.

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

6. Teamwork – Balances team and individual responsibilities; Exhibits objectivity and openness to others' views; Contributes to building a positive team spirit; Puts success of team above own interests; Offers support for others’ ideas and proposals; Is open with other team members about his/her concerns; Expresses disagreement constructively.

7. Professionalism – Approaches others in a tactful manner; Reacts well under pressure; Treats others with respect and consideration regardless of their status or position; Accepts responsibility for own actions; Follows through on commitments.

8. Analytical Thinking – Collects and researches data; Notices discrepancies and inconsistencies in available information; Approaches a complex task or problem by breaking it down into its component parts and considering each part in detail.

9. Problem Solving – Identifies and resolves problems in a timely manner; Gathers and analyzes information skillfully; Develops alternative solutions; Works well in group problem solving situations; Uses reason even when dealing with emotional topics.

10. Dependability – Follows instructions, responds to management direction; Takes responsibility for own actions; Keeps commitments; Commits to long hours of work when necessary to reach goals.

Completes tasks on time or notifies appropriate person with an alternate plan.

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Qualifications: To perform this job successfully, an individual must be able to perform each essential duty satisfactorily. The requirements listed below are representative of the knowledge, skill, and/or ability required. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.

Education and/or Experience: Any combination of education and experience that would likely provide the required knowledge and abilities is qualifying. A typical way to obtain the knowledge and abilities would be a Bachelor’s degree from an accredited college or university with major course work in computer science, data processing, management information systems or a related field. A Master’s degree is preferred. Five years of increasingly responsible experience in a governmental or private sector operation including responsibility for complex and sophisticated information technology services and/or data processing experience including two years of management responsibility in a fully functioning computer facility involving operations, systems analysis and programming duties.

Language Skills: Ability to read and interpret documents. Ability to write routine reports, and correspondence. Ability to speak effectively before community groups, governing boards or employees of member and potential member organization.

Reasoning Ability: Ability to solve practical problems and deal with a variety of concrete variables in situations where only limited standardization exists. Ability to interpret a variety of instructions furnished in written, oral, diagram, or schedule form.

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

Other Knowledge, Skills and Abilities:
 Principles and practices of technology infrastructure planning, development and project management.
 Current trends in information technology software, business systems, hardware, networking, applications, wireless solutions and communications, and security policies and procedures.  Mobile data information management.
 Principles and practices of business methods and procedures.  Identification and analysis of systems, computer networks, software, hardware and recommend cost effective solutions to problems.
 Long-term strategic planning in a rapidly changing technical environment.  Computers, modems, and telecommunications integration.  Principles and practices of supervision, training and performance evaluation.  Principles and practices of leadership, motivation, team building and conflict resolution.  On a continuous basis, analyze budget and technical reports; interpret and evaluate staff reports; know laws, regulations and codes; observe performance and evaluation staff; problem solve department related issues; remember various rules, policies and procedures; explain and interpret policy.
 Establish and document standards and policies for hardware, software and telecommunications systems.

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 Identify and analyze Pioneer's telecommunications needs and requirements; identify objectives and problems; develop recommendations which are responsive to the needs of Pioneer and to budgetary constraints and implement solutions.
 Anticipate, identify and analyze information and technology needed to support Pioneer's goals and objectives; identify, evaluate and recommend alternatives to meet these needs; develop and implement short term and long-term plans for selected solutions; evaluate implemented solutions for effectiveness, and modify where necessary.
 Remain informed and able to apply developments in information technology.  Maintain accurate records and prepare required reports.  Evaluate and develop improvements in operations, procedures, policies or methods.  Develop and maintain effective working relationships with all levels of staff, the public and other business and governmental agencies.
 Communicate clearly and concisely, both orally and in writing.  Establish and maintain effective working relationships with those contacted in the course of work.

Physical and Emotional Demands: The physical demands described here are representative of those that must be met by an employee to successfully perform the essential functions of this job. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions. The inability to cope with a stressful work environment does not constitute a protected disability.

Work Environment: The work environment characteristics described here are representative of those an employee encounters while performing the essential functions of this job. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.

The noise level in the work environment is usually quiet.

Acknowledgements: I have reviewed and understand the above job description and believe it to be accurate and complete. I also understand that the company retains the right to change this job description at any time. I also understand that this job description is not a contract for work.

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

I certify that I am fully capable (with or without a reasonable accommodation) of performing all of the essential functions documented herein, and I do not have a physical or mental disability that would jeopardize the health and or safety of my co-workers.
 I do not require an accommodation in order to perform the essential functions of this job as indicated in this job description.
 I require an accommodation in order to perform the essential function of this job as indicated on this job description. The accommodation I require is:
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I understand, and fully agree, that this job description does not constitute a written or implied contract for employment and that my employment relationship with the company is “at will,” for an unspecified duration, and may be terminated at any time by me or the company as specified by Section 2922 of the California Labor Code.

I understand that I am an exempt employee and therefore, may be required to work in excess of 40 hours per week without overtime compensation.
________________________________________ _____________________ Employee’s Signature Date
________________________________________ _____________________ Supervisor’s Signature Date
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Pioneer Community Energy
Job Description

Employee’s Name:

Job Title: Information Technology Analyst
Department: Finance
Reports To: Director of Finance and Administration
FLSA Status: Non-exempt
Prepared By:

Prepared Date: June 2024
Summary: Under general supervision, performs a variety of duties in support of information technology operations including researching, configuring, installing, operating, monitoring, repairing, and maintaining hardware and software for computer workstations, mobile computers, mobile phones, telephone systems, and other related equipment and programs; sets-up, configures, and provides support for desktop computer equipment including hardware, software, and peripheral equipment; responds to requests for assistance from system users and resolves operational problems; and provides technical assistance in support of information systems.

Essential Duties and Responsibilities include the following. Other duties may be assigned.  Maintains and updates integrated systems; designs and implements enhancements and revised functions; develops various integrated solutions for database functions; documents system changes.
 Installs, configures, upgrades, troubleshoots, and repairs personal computers, laptops, mobile computers, computer components, software, and peripheral devices; maintains, installs, and upgrades file servers and other network hardware.
 Provides information system user support; responds to questions and inquiries on various hardware and software issues; investigates user problems; identifies source of problem; determines possible solutions and implements and tests solutions.  Tests, diagnoses, and repairs computer systems and peripheral equipment including printers, modems, and network devices; troubleshoots equipment to ensure functional operation.  Evaluates new hardware, software and related equipment to identify modifications and enhancements for assigned systems.
 Assures functionality, compatibility and stability of assigned systems; monitors resources, updates and upgrades the software and operating system, and resolves downtime and connectivity issues.  Maintains and updates Department internet site; creates web pages and develops basic intranet and internet upgrades and solutions; analyzes website use and recommends solutions.  Performs a variety of duties in the installation, configuration, and troubleshooting of hardware and software applications and equipment.
 Assists in the maintenance of telephone systems; completes moves, adds, and changes; diagnoses phone system issues and resolves.
 Tests and troubleshoots local area networks (LAN) as necessary.  Assists in developing training or conducts training in computer systems and software as needed.  Maintains a variety of records and prepares special reports; creates and updates written procedures and related documentation.

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 Stays abreast of advances in technology and keeps current on relevant technology changes.  Performs related duties as required.
 Other assigned tasks that may be assigned include, but not be limited to other internal service activities or accounting functions.
 Analyze and maintain information systems and peripherals.  Troubleshoot hardware and software problems.
 Analyze data and develop logical solutions to complex computer application problems.  Instruct and train staff in information system operations.  Research technical materials and provide and document solutions to problems.  Organize and prioritize work schedule and handle multiple priorities.  Operate office equipment including computers and supporting word processing, spreadsheet, and database applications.
 Adapt to changing technologies and learn functionality of new equipment and systems.  Understand and follow oral and written instructions.
 Work independently in the absence of supervision, and as part of a team.  Communicate clearly and concisely, both orally and in writing.  Establish and maintain effective working relationships with those contacted in the course of work.

Supervisory Responsibilities: This job has no supervisory duties.

Measures of Performance: The Information Technology Analyst shall be considered to be performing in an acceptable manner when the following have been accomplished:

1. Interpersonal Skills – Solution-oriented; Maintains confidentiality; Listens to others without interrupting; Keeps emotions under control; Remains open to others' ideas and tries new things.

2. Verbal Communication – Speaks clearly and persuasively; Listens and gets clarification; Uses appropriate grammar and choice of words in oral speech; Organizes ideas clearly in oral speech; Responds well to questions; Demonstrates group presentation skills; Participates in meetings.

3. Written Communication – Writes clearly and informatively; Edits work for spelling and grammar; Varies writing style to meet needs; Presents numerical data effectively; Able to read and interpret written information.

4. Quality – Demonstrates accuracy and thoroughness; Looks for ways to improve and promote quality; Applies feedback to improve performance; Monitors own work to ensure quality.

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

6. Teamwork – Balances team and individual responsibilities; Exhibits objectivity and openness to others' views; Contributes to building a positive team spirit; Puts success of team above own interests; Offers support for others’ ideas and proposals; Is open with other team members about his/her concerns; Expresses disagreement constructively.

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7. Professionalism – Approaches others in a tactful manner; Reacts well under pressure; Treats others with respect and consideration regardless of their status or position; Accepts responsibility for own actions; Follows through on commitments.

8. Analytical Thinking – Collects and researches data; Notices discrepancies and inconsistencies in available information; Approaches a complex task or problem by breaking it down into its component parts and considering each part in detail.

9. Problem Solving – Identifies and resolves problems in a timely manner; Gathers and analyzes information skillfully; Develops alternative solutions; Works well in group problem solving situations; Uses reason even when dealing with emotional topics.

10. Dependability – Follows instructions, responds to management direction; Takes responsibility for own actions; Keeps commitments; Commits to long hours of work when necessary to reach goals.

Completes tasks on time or notifies appropriate person with an alternate plan.

Qualifications: To perform this job successfully, an individual must be able to perform each essential duty satisfactorily. The requirements listed below are representative of the knowledge, skill, and/or ability required. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.

Education and/or Experience: Associate’s degree in Computer Science or a related discipline from an accredited college or university. Four (4) years computer systems experience including PC/server hardware and software installation, troubleshooting and support. Experience with Windows, Active Directory, Microsoft Office 365, SharePoint, Mobile Device Management, and Endpoint Protection, and Helpdesk experience. An applicable Systems Administrator certification may be substituted for the educational requirement. Computer system experience and relevant educational degrees may be substituted on a year for year basis. Information systems technical certifications preferred.

Language Skills: Ability to read and interpret documents. Ability to write routine reports, and correspondence. Ability to speak effectively before community groups, governing boards or employees of member and potential member organization.

Reasoning Ability: Ability to solve practical problems and deal with a variety of concrete variables in situations where only limited standardization exists. Ability to interpret a variety of instructions furnished in written, oral, diagram, or schedule form.

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

Other Knowledge, Skills and Abilities:
 Operational characteristics of information technology systems, hardware, and software.  Principles and practices of computer science and information systems.  Computer operating systems.
 Local area network applications.
 Principles, practices, methods, and techniques used in the installation, troubleshooting, and Plf)NEEA

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maintenance of systems and applications.
 Characteristics and limitations of computer systems and related equipment.  Methods and techniques of training and instruction.
 Data processing documentation principles and practices.  Principles and concepts regarding development and maintenance of system documentation.  Office procedures, methods, and equipment including computers and applicable software applications such as word processing, spreadsheets, and databases.  Principles and procedures of record keeping.

Work Environment: The work environment characteristics described here are representative of those an employee encounters while performing the essential functions of this job. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.

The noise level in the work environment is usually quiet.

Acknowledgements: I have reviewed and understand the above job description and believe it to be accurate and complete. I also understand that the company retains the right to change this job description at any time. I also understand that this job description is not a contract for work.

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

I certify that I am fully capable (with or without a reasonable accommodation) of performing all of the essential functions documented herein, and I do not have a physical or mental disability that would jeopardize the health and or safety of my co-workers.
 I do not require an accommodation in order to perform the essential functions of this job as indicated in this job description.
 I require an accommodation in order to perform the essential function of this job as indicated on this job description. The accommodation I require is:
__________________________________________________________________ I understand, and fully agree, that this job description does not constitute a written or implied contract for employment and that my employment relationship with the company is “at will,” for an unspecified duration, and may be terminated at any time by me or the company as specified by Section 2922 of the California Labor Code.
________________________________________ _____________________ Employee’s Signature Date
________________________________________ _____________________ Supervisor’s Signature Date
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Pioneer Community Energy
Job Description

Employee’s Name:

Job Title: Project Development Manager
Department: Power
Reports To: Chief Operating Officer
FLSA Status: Exempt
Prepared By:

Prepared Date: June 2024
Summary: Under general direction of the Chief Operating Officer, participates in professional duties related to project development through working with developers, feedstock providers, financing agencies, public agencies, and other organizations related primarily to the development of biomass facilities; to provide administrative support to the Chief Operating Officer (COO). Assumes a high level of responsibility for difficult, complex and varied duties, work with a high degree of independence, and represent Pioneer Community Energy to a variety of stakeholders and outside entities. Employees at this level are required to be fully trained in all procedures related to assigned areas of responsibility. May provide technical and functional supervision to assigned staff.

Essential Duties and Responsibilities include the following. Other duties may be assigned.  Development of primarily biomass power generation facilities within California.  Manage and support all aspects of biomass project development from initial site selection to through to operations.
 Manage contractors, vendors, and consultants to maintain project timeline and value optimization.  Ensure projects fit into Pioneer’s valuation and investment criteria, and other project metrics.  Ability to communicate and sync cross-functionally, including with developers, procurement team, legislative/regulatory, and legal team members regularly to minimize project risks.  Identify, propose, and implement creative or alternative project development approaches that reduce exposure to permitting risks, optimize development schedules or drive additional project value.  Manage and facilitate development services agreements with local or regional development partners.  Work with developers on exploring project funds and financing alternatives during financial feasibility analysis, evaluation, and during the project debt and tax equity financing processes.  Travel to site locations to meet with landowners and evaluate sites.  Engage community, local, state, and federal institutions for project support.  Where necessary, help secure permits and ensure environmental compliance throughout the development, construction, and operation of projects.
 Help coordinate and provide input to project interconnection requests, load-flow and congestion studies, and other necessary aspects of securing project transmission.  Maintain liaison with regional resource planning or supply agencies; serve on Pioneer committees as required; evaluate proposals in terms of resource costs, availability and consistency with long-term financial projections and resource needs.
 Work with Pioneer legislative/regulatory staff in utilizing BioMAT and FIT programs for biomass projects.

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 Build and maintain positive working relationships with co-workers, Board of Directors, other Pioneer employees and the public using principles of good customer service.  Highly energetic and results-driven with a teamwork attitude.  Perform related duties as assigned.
 Regular, predictable attendance is required.
 Ability to get along and work effectively with others.

Supervisory Responsibilities: May provide technical and functional supervision to assigned staff.

Measures of Performance: The Project Development Manager shall be considered to be performing in an acceptable manner when the following have been accomplished:

1. Interpersonal Skills – Solution-oriented; Maintains confidentiality; Listens to others without interrupting; Keeps emotions under control; Remains open to others' ideas and tries new things.

2. Verbal Communication – Speaks clearly and persuasively; Listens and gets clarification; Uses appropriate grammar and choice of words in oral speech; Organizes ideas clearly in oral speech; Responds well to questions; Demonstrates group presentation skills; Participates in meetings.

3. Written Communication – Writes clearly and informatively; Edits work for spelling and grammar; Varies writing style to meet needs; Presents numerical data effectively; Able to read and interpret written information.

4. Quality – Demonstrates accuracy and thoroughness; Looks for ways to improve and promote quality; Applies feedback to improve performance; Monitors own work to ensure quality.

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

6. Teamwork – Balances team and individual responsibilities; Exhibits objectivity and openness to others' views; Contributes to building a positive team spirit; Puts success of team above own interests; Offers support for others’ ideas and proposals; Is open with other team members about his/her concerns; Expresses disagreement constructively.

7. Professionalism – Approaches others in a tactful manner; Reacts well under pressure; Treats others with respect and consideration regardless of their status or position; Accepts responsibility for own actions; Follows through on commitments.

8. Analytical Thinking – Collects and researches data; Notices discrepancies and inconsistencies in available information; Approaches a complex task or problem by breaking it down into its component parts and considering each part in detail.

9. Problem Solving – Identifies and resolves problems in a timely manner; Gathers and analyzes information skillfully; Develops alternative solutions; Works well in group problem solving situations; Uses reason even when dealing with emotional topics.

10. Dependability – Follows instructions, responds to management direction; Takes responsibility for own Plf)NEEA

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actions; Keeps commitments; Commits to long hours of work when necessary to reach goals.

Completes tasks on time or notifies appropriate person with an alternate plan.

Qualifications: To perform this job successfully, an individual must be able to perform each essential duty satisfactorily. The requirements listed below are representative of the knowledge, skill, and/or ability required. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.

Education and Experience: Bachelor’s degree from an accredited college or university with major course work in a technical or business discipline such as Engineering, Finance, or Economics. Five years of experience in a position with similar duties. Preferred knowledge and/or experience in any or all parts of the biomass value chain from site selection and feedstock sourcing to engineering, procurement, construction and maintenance (EPCM) of biomass facilities.

Language Skills: Ability to read and interpret documents. Ability to write routine reports, and correspondence. Ability to speak effectively before community groups, governing boards or employees of member and potential member organizations.

Reasoning Ability: Ability to solve practical problems and deal with a variety of concrete variables in situations where only limited standardization exists. Ability to interpret a variety of instructions furnished in written, oral, diagram, or schedule form.

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

Internet and email, copy and fax machines, and telephone.

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

Other Knowledge, Skills and Abilities:
 Experience with and understanding of project development.  Biomass project development experience is preferred, and experience developing in WECC a plus.  California energy industry and electric power markets including CAISO, CPUC, CEC and CARB.  Power purchase agreement structures, general terms and conditions and basic requirements.  Strong general and technical communication skills, with an ability to effectively articulate complex financial and mathematical concepts.
 Methods for managing complex processes, along with the judgment to balance risk/benefit tradeoffs.  Principles of problem solving, written, verbal communication, and analytical skills.  Pertinent local, State, and Federal ordinances, rules, and regulations.  Think with a commercial mindset, strong prioritization, communication, and organizational skills are required. Ability to quickly step into new tasks and adapt to new circumstances in a dynamic environment.  Independently perform analyses of projects in order to quickly ask the right questions to determine project feasibility.
 On a continuous basis, know and understand all aspects of the job; intermittently analyze work papers, reports and special projects; identify and interpret technical and numerical information; observe and problem solve operational and technical policy and procedures.

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 Multi-task and manage multiple stakeholders.
 Work independently and in a team environment.
 Demonstrate a high degree of attention to detail.
 Establish and maintain effective working relationships with those contacted in the course of work.  Communicate clearly and concisely, both orally and in writing.

Physical and Emotional Demands: The physical demands described here are representative of those that must be met by an employee to successfully perform the essential functions of this job. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions. The inability to cope with a stressful work environment does not constitute a protected disability.

Work Environment: The work environment characteristics described here are representative of those an employee encounters while performing the essential functions of this job. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.

The noise level in the work environment is usually quiet.

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Acknowledgements: I have reviewed and understand the above job description and believe it to be accurate and complete. I also understand that the company retains the right to change this job description at any time. I also understand that this job description is not a contract for work.

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

I certify that I am fully capable (with or without a reasonable accommodation) of performing all of the essential functions documented herein, and I do not have a physical or mental disability that would jeopardize the health and or safety of my co-workers.
☐ I do not require an accommodation in order to perform the essential functions of this job as indicated in this job description.
☐ I require an accommodation in order to perform the essential function of this job as indicated on this job description. The accommodation I require is:
__________________________________________________________________ I understand, and fully agree, that this job description does not constitute a written or implied contract for employment and that my employment relationship with the company is “at will,” for an unspecified duration, and may be terminated at any time by me or the company as specified by Section 2922 of the California Labor Code.

I understand that I am an exempt employee and therefore, may be required to work in excess of 40 hours per week without overtime compensation.
________________________________________ _____________________ Employee’s Signature Date
________________________________________ _____________________ Supervisor’s Signature Date
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Class/Position Title Minimum Maximum
Administrative Assistant $51,642 $77,206
Account Representative I $78,563 $117,453
Account Representative II $86,420 $129,197
Board Clerk/Executive Assistant $75,377 $112,689
Chief Executive Officer $239,314 $357,773
Chief Operating Officer $205,581 $307,344
Commercial Coordinator $89,143 $133,267
Community Outreach Manager $120,911 $180,760
Customer Care Coordinator $89,143 $133,267
Customer Care Manager $109,245 $163,321
Director of Finance and Administration $165,126 $246,852 Director of Public Affairs, Marketing and Programs (Proposed Director of Communications) $165,126 $246,852 Financial and Administrative Analyst I $72,483 $108,361 Financial and Administrative Analyst II $79,731 $119,197 Information Technology Administrator * $115,934 $173,322 Information Technology Analyst * $72,483 $108,361
Internal Operations Coordinator $102,515 $153,258
Key Accounts Manager $109,245 $163,321
Legislative and Regulatory Analyst I $91,647 $137,014
Legislative and Regulatory Analyst II $100,812 $150,715 Legislative and Regulatory Manager $120,910 $180,760
Management Analyst $91,647 $137,014
Manager, Quantitative Analysis and Modeling $115,934 $173,322 Power Resources Manager $115,934 $173,322
Power Resources Analyst I $91,112 $136,212
Power Supply Contract Manager $115,934 $173,322
Program Manager $102,515 $153,258
Program Specialist I $93,194 $139,326
Project Development Manager * $115,934 $173,322
Residential Coordinator $89,143 $133,267
Senior Commercial Coordinator $102,515 $153,258
Senior Financial Analyst $101,300 $151,438
Senior Manager, Quantitative Analysis and Modeling $127,527 $190,654 Senior Residential Coordinator $102,515 $153,258
* New Positions
Attachment C

SALARY SCHEDULE
JUNE 2024 -Includes Proposed New Positions

Staff Report – Item 4
To: The Governing Board
From: Patrick Enright, General Counsel
Don Eckert, Executive Director
Item 4: Adopt Resolution of the Governing Board of Pioneer Community Energy Approving the Revised Second Amended and Restated Joint Powers Agreement for Pioneer Community Energy
Date: 6/20/2024

RECOMMENDATION
Adopt a Resolution of the Governing Board of Pioneer Community Energy Approving the Revised Second Amended and Restated Joint Powers Agreement (hereinafter “Revised JPA”) for Pioneer Community Energy with any changes requested by the Governing Body.

BACKGROUND
In 2015, the Placer County and the City of Colfax entered into a Joint Powers Agreement (JPA) for the purpose of establishing the Sierra Valley Energy Authority to operate a PACE program. In 2017, the JPA was amended and restated to rename the agency Pioneer Community Energy, create a community choice aggregation program and add the cities of Auburn, Lincoln, Rocklin, and the Town of Loomis as member agencies. Since then, that First Amended and Restated JPA has been amended five times to make minor text changes and add new members.

On November 16, 2023, the Governing Board considered the Second Amended and Restated JPA and authorized staff to give thirty (30) days-notice to each member agency and proceed with the formal amendment process. Since the thirty (30) days has been provide and the Revised JPA is a continuation of the process to amend the JPA per comments from Board Agencies, there is no requirement to provide an additional thirty (30) days prior to the Governing Board approving the Revised JPA.

At the January 18, 2024 meeting, the Board of Directors approved the Second Amended and Restated Joint Powers Agreement (hereinafter “Second JPA”). Any amendment to the JPA requires a vote of all Board Members. Pioneer forwarded the Revised JPA to each of the Members. All of the Board Members have adopted Resolutions to approve the Revised JPA except for the Town of Loomis (“Loomis”) and the City of Rocklin (“Rocklin”).

The proposed Second JPA made the following revisions and changes to the JPA:  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.

Agenda Item: 4 Agenda Date: 6/20/2024

 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 9E, which describes the provision of start-up funding by Placer County).  Clean-up. Fix incorrect cross references, revise confusing references and typos.

The bulk of the changes proposed were clarifying or clerical in nature. The primary substantive proposed change to the Second JPA was to Section 19. Currently, notice of a proposed amendment 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.

The Second JPA approved by the Board of Directors on January 18, 2024, simplified the amendment process that do not directly impact the member agencies or change the nature of Pioneer or its powers. The Second JPA provided a simplified process for amendments except for amendments to Section 4 (Powers) and amendments to add a new party to the JPA. For all amendments, except for section 14 and to add a new member, the Second JPA may be amended by a 2/3 vote of the Board of Directors. There is no longer a requirement for each member agency to approve by resolution the amendments to the JPA. For those amendments to section 4 and to add a new member, there was still the requirement for a separate resolution of each member agency to amend the JPA.

All other amendments could be approved by the Board with a two-thirds vote, with notice provided to the member agencies 30 days prior and after the action. Individual member agency approval by resolution would not be required. This is intended to allow amendments that are more internal in nature (affecting board membership, basic governance, etc.) to proceed with solely a Board vote. That said, member agencies would be given thirty (30) days written notice and an opportunity to object to any proposed amendment.

Status of Approval of Second Amended and Restated Joint Powers Agreement All Members Agencies approved the Second JPA except for Loomis and Rocklin. Loomis and Rocklin have different concerns, but the concerns revolved around the amendment to section 19 of the Second JPA that eliminated the requirement for most amendments to the JPA to be approved by resolution of each of the Member Agencies.

To address these concerns, Loomis proposed three options that greatly expand the amendments that need approval by resolution of all of the Board Agencies or do increase the time for Member Agencies to have to consider any amendments before the Pioneer Board of Directors approve any amendments, Staff after meeting with Loomis representatives is recommending that prior to the Board approving any amendment that each Member Agencies receive at forty-five (45) days written note, which is an increase from thirty (30) days. Loomis had request sixty (60) days, but is agreeable to forty-five (45) days. This also addresses Loomis’ concern that their Council only meets once a month and give the Town Council an opportunity to comment before any proposed amendment. Please attached a copy of the options that Loomis proposed for modifying the Second JPA.

Agenda Item: 4 Agenda Date: 6/20/2024

Rocklin is requesting that Section 19 be amended to include section 14.A and B concerning the withdrawal of members from the JPA. Therefore, any amendment to section 14.A and B will require a resolution of approval from each of the Member Agencies.

ANALYSIS & DISCUSSION
Staff had discussions with representatives from Loomis and Rocklin and proposes the following modifications to the Second Amended and Restated Joint Powers Agreement as originally adopted by the Board of Directors in January.  Amendments. Revise Section 19, Amendments, to specify that besides amendments to Section 4, Powers, and the addition of new member agencies, that a unanimous vote of all of the members agencies is required to amend section 14.A and B of the JPA addressing withdrawals from the JPA. Any changes to Sections 4, 14.A and B and adding a new member will require approval by separate resolutions of each of the member agencies and to make other changes to streamline the amendment process.  Expand Notice Requirement. Revise section 19 to require at least 45 days’ notice to all Members of any proposed amendments to the JPA. This is an increase from thirty (30) days’ notice, and reflect that the Town of Loomis has only one regular meeting per month to consider any proposed amendments.  Change Title of Executive Director to Chief Executive Officer. Per the Employment Agreement recently entered into with Executive Director changing his title to Chief Executive Officer this change will ratify the change in title for the Executive Director.

There are no other changes from the 2nd JPA adopted by the Board of Directors on January 18, 2024. if the Board of Directors approve the Revised JPA, the Revised JPA 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.

STRATEGIC PLAN
The report supports the Strategic Priority: Operational Excellence.

FISCAL IMPACT
The Revised Second Amended and Restated JPA will not have any direct fiscal impact beyond the time of staff and General Counsel to process the amendment.

ATTACHMENTS

1. Resolution Approving Revised Second Amended and Restated JPA

2. Second Amended and Restated JPA approved by the Board on January 19, 2024

3. Redline version between the Second Amended and Restated JPA and the Revised Second Amended and Restated JPA.

4. Options of Town of Loomis

Staff Report – Item 4
To: The Governing Board
From: Patrick Enright, General Counsel
Don Eckert, Executive Director
Item 4: Adopt Resolution of the Governing Board of Pioneer Community Energy Approving the Revised Second Amended and Restated Joint Powers Agreement for Pioneer Community Energy
Date: 6/20/2024

RECOMMENDATION
Adopt a Resolution of the Governing Board of Pioneer Community Energy Approving the Revised Second Amended and Restated Joint Powers Agreement (hereinafter “Revised JPA”) for Pioneer Community Energy with any changes requested by the Governing Body.

BACKGROUND
In 2015, the Placer County and the City of Colfax entered into a Joint Powers Agreement (JPA) for the purpose of establishing the Sierra Valley Energy Authority to operate a PACE program. In 2017, the JPA was amended and restated to rename the agency Pioneer Community Energy, create a community choice aggregation program and add the cities of Auburn, Lincoln, Rocklin, and the Town of Loomis as member agencies. Since then, that First Amended and Restated JPA has been amended five times to make minor text changes and add new members.

On November 16, 2023, the Governing Board considered the Second Amended and Restated JPA and authorized staff to give thirty (30) days-notice to each member agency and proceed with the formal amendment process. Since the thirty (30) days has been provide and the Revised JPA is a continuation of the process to amend the JPA per comments from Board Agencies, there is no requirement to provide an additional thirty (30) days prior to the Governing Board approving the Revised JPA.

At the January 18, 2024 meeting, the Board of Directors approved the Second Amended and Restated Joint Powers Agreement (hereinafter “Second JPA”). Any amendment to the JPA requires a vote of all Board Members. Pioneer forwarded the Revised JPA to each of the Members. All of the Board Members have adopted Resolutions to approve the Revised JPA except for the Town of Loomis (“Loomis”) and the City of Rocklin (“Rocklin”).

The proposed Second JPA made the following revisions and changes to the JPA:  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.

Agenda Item: 4 Agenda Date: 6/20/2024

 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 9E, which describes the provision of start-up funding by Placer County).  Clean-up. Fix incorrect cross references, revise confusing references and typos.

The bulk of the changes proposed were clarifying or clerical in nature. The primary substantive proposed change to the Second JPA was to Section 19. Currently, notice of a proposed amendment 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.

The Second JPA approved by the Board of Directors on January 18, 2024, simplified the amendment process that do not directly impact the member agencies or change the nature of Pioneer or its powers. The Second JPA provided a simplified process for amendments except for amendments to Section 4 (Powers) and amendments to add a new party to the JPA. For all amendments, except for section 14 and to add a new member, the Second JPA may be amended by a 2/3 vote of the Board of Directors. There is no longer a requirement for each member agency to approve by resolution the amendments to the JPA. For those amendments to section 4 and to add a new member, there was still the requirement for a separate resolution of each member agency to amend the JPA.

All other amendments could be approved by the Board with a two-thirds vote, with notice provided to the member agencies 30 days prior and after the action. Individual member agency approval by resolution would not be required. This is intended to allow amendments that are more internal in nature (affecting board membership, basic governance, etc.) to proceed with solely a Board vote. That said, member agencies would be given thirty (30) days written notice and an opportunity to object to any proposed amendment.

Status of Approval of Second Amended and Restated Joint Powers Agreement All Members Agencies approved the Second JPA except for Loomis and Rocklin. Loomis and Rocklin have different concerns, but the concerns revolved around the amendment to section 19 of the Second JPA that eliminated the requirement for most amendments to the JPA to be approved by resolution of each of the Member Agencies.

To address these concerns, Loomis proposed three options that greatly expand the amendments that need approval by resolution of all of the Board Agencies or do increase the time for Member Agencies to have to consider any amendments before the Pioneer Board of Directors approve any amendments, Staff after meeting with Loomis representatives is recommending that prior to the Board approving any amendment that each Member Agencies receive at forty-five (45) days written note, which is an increase from thirty (30) days. Loomis had request sixty (60) days, but is agreeable to forty-five (45) days. This also addresses Loomis’ concern that their Council only meets once a month and give the Town Council an opportunity to comment before any proposed amendment. Please attached a copy of the options that Loomis proposed for modifying the Second JPA.

Agenda Item: 4 Agenda Date: 6/20/2024

Rocklin is requesting that Section 19 be amended to include section 14.A and B concerning the withdrawal of members from the JPA. Therefore, any amendment to section 14.A and B will require a resolution of approval from each of the Member Agencies.

ANALYSIS & DISCUSSION
Staff had discussions with representatives from Loomis and Rocklin and proposes the following modifications to the Second Amended and Restated Joint Powers Agreement as originally adopted by the Board of Directors in January.  Amendments. Revise Section 19, Amendments, to specify that besides amendments to Section 4, Powers, and the addition of new member agencies, that a unanimous vote of all of the members agencies is required to amend section 14.A and B of the JPA addressing withdrawals from the JPA. Any changes to Sections 4, 14.A and B and adding a new member will require approval by separate resolutions of each of the member agencies and to make other changes to streamline the amendment process.  Expand Notice Requirement. Revise section 19 to require at least 45 days’ notice to all Members of any proposed amendments to the JPA. This is an increase from thirty (30) days’ notice, and reflect that the Town of Loomis has only one regular meeting per month to consider any proposed amendments.  Change Title of Executive Director to Chief Executive Officer. Per the Employment Agreement recently entered into with Executive Director changing his title to Chief Executive Officer this change will ratify the change in title for the Executive Director.

There are no other changes from the 2nd JPA adopted by the Board of Directors on January 18, 2024. if the Board of Directors approve the Revised JPA, the Revised JPA 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.

STRATEGIC PLAN
The report supports the Strategic Priority: Operational Excellence.

FISCAL IMPACT
The Revised Second Amended and Restated JPA will not have any direct fiscal impact beyond the time of staff and General Counsel to process the amendment.

ATTACHMENTS

1. Resolution Approving Revised Second Amended and Restated JPA

2. Second Amended and Restated JPA approved by the Board on January 19, 2024

3. Redline version between the Second Amended and Restated JPA and the Revised Second Amended and Restated JPA.

4. Options of Town of Loomis

Before the Governing Board of
Pioneer Community Energy
Resolution No.: ____________
The following Resolution was duly passed by the Pioneer Community Energy Board at a regular meeting held June 20, 2024, by the following vote on roll call:

Ayes:

Noes:

Absent:

Signed and approved by me after its passage.

_________________________
Chair
Attest:
_______________________
Secretary
WHEREAS, the Sierra Valley Energy Authority was established on September 9, 2015, between the County of Placer and the City of Colfax; and WHEREAS, the Sierra Valley Energy Authority was originally created for the purpose of providing a financing conduit and program expansion platform for the mPOWER Program; and WHEREAS, counties and cities have the power under California law to aggregate electric load, to purchase and supply electricity for themselves and customers within their jurisdictions, by providing a Community Choice Aggregation Program, pursuant to California Public Utilities Code Sections 331.1 and 366.2; and
WHEREAS, the Amended and Restated Joint Exercise of Power Agreement for the Sierra Valley Energy Authority (the “Amended and Restated JPA”) became effective on February 22, 2017; and
WHEREAS, the Amended and Restated JPA allowed for the establishment of a Community Choice Aggregation Program (the “CCA”) within the jurisdictions of the Voting Members and authorized the Cities of Auburn, Lincoln, Rocklin, and the Town of Loomis to become Voting Members; and
In the matter of: A RESOLUTION APPROVING THE REVISED

SECOND AMENDED AND RESTATED JOINT

EXERCISE OF POWERS AGREEMENT

WHEREAS, on July 17, 2017 the Governing Board of the Sierra Valley Energy Authority took action to rename and brand Sierra Valley Energy Authority as Pioneer Community Energy (“Pioneer”); and
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 WHEREAS, Amendment No. 2 to the Amended and Restated JPA, which was approved by the Governing Board on January 21, 2021 and became effective January 27, 2021, eliminated the provision allowing for a weighted vote based on calculated voting shares and related references to a weighted vote; and
WHEREAS, Amendment No. 3 to the Amended and Restated JPA, which was approved by the Governing Board on April 15, 2021 and became effective April 22, 2021, removed the requirement that the Placer County Treasurer and Placer County Auditor-Controller serve as the Treasurer and Auditor-Controller for Pioneer and allowed the Governing Board to appoint the Treasurer and the Auditor-Controller for Pioneer, including the authority to combine the offices to be held by one officer or employee;
WHEREAS, Amendment No. 4 to the Amended and Restated JPA, which was approved on January 20, 2022 and became effective January 25, 2022, provided that for purposes of Government Code Section 6509, the powers of Pioneer shall be exercised subject to the restrictions upon the manner of exercising such powers as are imposed on the City of Colfax, rather than the County of Placer;
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 WHEREAS, pursuant to Section 19 of the Amended and Restated JPA, the governing body of each Voting Member must individually approve amendments to the Amended and Restated JPA and thereafter the Governing Board of Pioneer ratifies the amendment; WHEREAS, individual approval of amendments by each Voting Member results in logistical complications and delays, which can be remedied by eliminating this requirement for certain amendments and allowing the Governing Board of Pioneer to approve such amendments to the JPA with a two thirds vote after providing notice to Voting Members; and WHEREAS, the Governing Board approved the Second Amended and Restated Joint Exercise of Powers Agreement on January 18, 2024; and
WHEREAS, the Voting Members desires to amend the Second Amended and Restated Joint Exercise of Powers Agreement to incorporated changes to section 19; and WHEREAS, to these ends, the Pioneer Board desires to approve the execution of the Revised Second Amended and Restated Joint Exercise of Powers Agreement to incorporate the changes made by the previous amendments to the Amended and Restated JPA, clarify language, correct clerical errors, and streamline adoption of amendments to the JPA that do not directly impact the member agencies or change the nature of Pioneer or its powers conditioned on approval of the Revised Second Amended and Restated Joint Exercise of Powers Agreement by each Voting Member; and
Resolution 2024-__
June 20, 2024

WHEREAS, Section 19 of the Amended and Restated JPA also requires Pioneer to provide written notice to each Voting Member 30 days prior to the date the Governing Board intends to vote on an amendment; and
WHEREAS, Pioneer provided written notice to each Voting Member 30 days prior to the date the Pioneer Board intended to vote on the Revised Second Amended and Restated JPA as required by section 19 of the Amended and Restated JPA.

BE IT RESOLVED, the Board of Pioneer Community Energy, State of California, hereby finds, declares, and resolves as follows:

1. The above recitals are true and correct.

2. This Revised Second Amended and Restated Joint Exercise of Powers Agreement for Pioneer Community Energy incorporates changes made by previous amendments to the Amended and Restate JPA, clarifies language, corrects clerical errors, and streamlines the procedure for adoption of amendments to the JPA that do not directly impact the member agencies or change the nature of Pioneer or its powers.

3. The Board hereby approves the Revised Second Amended and Restated Joint Powers Agreement for Pioneer Community Energy under the Joint Powers Law, in the form attached hereto as Exhibit A.

4. Upon adoption of the Revised Second Amended and Restated Joint Powers Agreement by each Voting Member, the Chair is hereby authorized and directed to execute the Revised Second Amended and Restated Joint Powers Agreement for Pioneer Community Energy in the name and on behalf of the Board and Pioneer Staff is authorized to file the Revised Second Amended and Restated Joint Powers Agreement for Pioneer Community Energy with the Secretary of State, LAFCos with jurisdiction over Pioneer’s service territory, and to take all other necessary steps to implement the Revised Second Amended and Restated Joint Powers Agreement.

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

Exhibit A: The Revised Second Amended and Restated Joint Powers Agreement for Pioneer Community Energy
Resolution 2024-__
June 20, 2024

REVISED

SECOND AMENDED AND RESTATED JOINT EXERCISE OF POWERS

AGREEMENT FOR PIONEER COMMUNITY ENERGY
This Revised Second Amended and Restated Joint Exercise of Powers Agreement (hereafter “Agreement” or “Revised JPA”) 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:

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 Pioneer; 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) 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 Pioneer 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
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, on January 18, 2024, the Governing Board approved the Second Amended and Restated Joint Powers Agreement to clean-up and streamline the approval process for future amendments to the Agreement; and N. Whereas, the Second Amended and Restated Joint Powers Agreement did not receive a unanimous vote of all of the governing bodies of the Voting Members; O. Whereas, the Board of Directors wish to amend the proposed Second Amended and Restated Joint Powers Agreement approved by the Board of Directors on January 18, 2024 to incorporated the requested amendments of the Voting Members.

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, 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.

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 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 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 Pioneer within the territorial jurisdiction of such Associate Members.

Section 3. Effective Date and Term
This Agreement shall be effective as a revised 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 Revised Second Amended and Restated Agreement by all Voting 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 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:

A. to make and enter into contracts;
B. to employ agents and employees, including but not limited to an Chief Executive Officer;
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;
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 Pioneer, as Pioneer 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 Pioneer (“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 Pioneer;
O. 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 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.

Section 5. Governance and Internal Organization
A. 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.

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 Pioneer.

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 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.

Section 6. Chief Executive Officer and Other Staff
A. Chief Executive Officer. The Board shall appoint a Chief Executive Officer for Pioneer, who shall be responsible for the day-to-clay operation and management of Pioneer. The Chief Executive Officer 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 Chief Executive Officer shall hire and supervise any Pioneer employees or consultants.

B. Chief Executive Officer Reports to the Board. The Chief Executive Officer 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 Chief Executive Officer’s reports.

C. Services Providers. The Chief Executive Officer 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.

D. 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.

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 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 A. 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.

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. 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.

D. 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, Pioneer shall have such fiscal year from July 1 to and including the following June 30.

B. 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.

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 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 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.

E. Funding of Initial 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.

F. 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 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 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 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.

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. 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.

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.

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 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.

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 Pioneer 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
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 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 Sections 4, 14.A. and B 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 forty-five (45) 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.

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 that the last Voting Member h executed this Agreement.

WITNESS THE AGREEMENT HEREOF the date set opposite our respective entities:

IN WITNESS WHEREOF, the parties have executed this Revised Second Amended and Restated Joint Powers Agreement.

EXECUTED ON
By _____________________________
Chairman, Board of Supervisors
COUNTY OF EL DORADO, a political
subdivision
And approved as to form _________________
ATTEST:
______________________________________

SIGNATURES CONTINUED ON NEXT PAGE

EXECUTED ON
By _____________________________
Chairman, Board of Supervisors
COUNTY OF PLACER, a political
subdivision
And approved as to form _________________
ATTEST:
______________________________________

SIGNATURES CONTINUED ON NEXT PAGE

EXECUTED ON
By _____________________________
Mayor, City Council
CITY OF AUBURN, a Municipal Corporation
And approved as to form _________________
ATTEST:
______________________________________

SIGNATURES CONTINUED ON NEXT PAGE
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EXECUTED ON
By _____________________________
Mayor, City Council
CITY OF COLFAX, a Municipal Corporation
And approved as to form _________________
ATTEST:
______________________________________

SIGNATURES CONTINUED ON NEXT PAGE
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EXECUTED ON
By _____________________________
Mayor, City Council
CITY OF GRASS VALLEY, a Municipal
Corporation
And approved as to form _________________
ATTEST:
______________________________________

SIGNATURES CONTINUED ON NEXT PAGE
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EXECUTED ON
By _____________________________
Mayor, City Council
CITY OF LINCOLN, a Municipal Corporation
And approved as to form _________________
ATTEST:
______________________________________

SIGNATURES CONTINUED ON NEXT PAGE
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EXECUTED ON
By _____________________________
Mayor, City Council
CITY OF NEVADA CITY, a Municipal
Corporation
And approved as to form _________________
ATTEST:
______________________________________

SIGNATURES CONTINUED ON NEXT PAGE
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EXECUTED ON
By _____________________________
Mayor, City Council
CITY OF PLACERVILLE, a Municipal
Corporation
And approved as to form _________________
ATTEST:
______________________________________

SIGNATURES CONTINUED ON NEXT PAGE
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EXECUTED ON
By _____________________________
Mayor, City Council
CITY OF ROCKLIN, a Municipal Corporation
And approved as to form _________________
ATTEST:
______________________________________

SIGNATURES CONTINUED ON NEXT PAGE
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EXECUTED ON
By _____________________________
Mayor, Town Council
TOWN OF LOOMIS, a Municipal Corporation
And approved as to form _________________
ATTEST:
______________________________________

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Exhibit A
Voting Members and Associate Members
Section A.1 Voting Members
City of Auburn
City of Colfax
City of Grass Valley
City of Lincoln
City of Nevada City
City of Placerville
City of Rocklin
County of El Dorado
County of Placer
Town of Loomis
Section A.2 Associate Members
City of Folsom
County of Sacramento
Town of Truckee

REVISED

SECOND AMENDED AND RESTATED JOINT EXERCISE OF POWERS

AGREEMENT FOR PIONEER COMMUNITY ENERGY
This Revised Second Amended and Restated Joint Exercise of Powers Agreement (hereafter “Agreement” or “Revised JPA”) 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:

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 Pioneer; 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) 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 Pioneer 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
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, on January 18, 2024, the Governing Board approved the Second Amended and Restated Joint Powers Agreement to clean-up and streamline the approval process for future amendments to the Agreement; and N. Whereas, the Second Amended and Restated Joint Powers Agreement did not receive a unanimous vote of all of the governing bodies of the Voting Members; O. Whereas, the Board of Directors wish to amend the proposed Second Amended and Restated Joint Powers Agreement approved by the Board of Directors on January 18, 2024 to incorporated the requested amendments of the Voting Members.

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, 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.

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 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 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 Pioneer within the territorial jurisdiction of such Associate Members.

Section 3. Effective Date and Term
This Agreement shall be effective as a revised 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 Revised Second Amended and Restated Agreement by all Voting 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 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:

A. to make and enter into contracts;
B. to employ agents and employees, including but not limited to an Chief Executive Officer;
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;
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 Pioneer, as Pioneer 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 Pioneer (“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 Pioneer;
O. 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 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.

Section 5. Governance and Internal Organization
A. 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.

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 Pioneer.

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 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.

Section 6. Chief Executive Officer and Other Staff
A. Chief Executive Officer. The Board shall appoint a Chief Executive Officer for Pioneer, who shall be responsible for the day-to-clay operation and management of Pioneer. The Chief Executive Officer 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 Chief Executive Officer shall hire and supervise any Pioneer employees or consultants.

B. Chief Executive Officer Reports to the Board. The Chief Executive Officer 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 Chief Executive Officer’s reports.

C. Services Providers. The Chief Executive Officer 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.

D. 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.

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 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 A. 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.

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. 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.

D. 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, Pioneer shall have such fiscal year from July 1 to and including the following June 30.

B. 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.

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 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 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.

E. Funding of Initial 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.

F. 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 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 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 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.

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. 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.

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.

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 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.

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 Pioneer 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
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 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 Sections 4, 14.A. and B 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 forty-five (45) 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.

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 that the last Voting Member h executed this Agreement.

WITNESS THE AGREEMENT HEREOF the date set opposite our respective entities:

IN WITNESS WHEREOF, the parties have executed this Revised Second Amended and Restated Joint Powers Agreement.

EXECUTED ON
By _____________________________
Chairman, Board of Supervisors
COUNTY OF EL DORADO, a political
subdivision
And approved as to form _________________
ATTEST:
______________________________________

SIGNATURES CONTINUED ON NEXT PAGE

EXECUTED ON
By _____________________________
Chairman, Board of Supervisors
COUNTY OF PLACER, a political
subdivision
And approved as to form _________________
ATTEST:
______________________________________

SIGNATURES CONTINUED ON NEXT PAGE

EXECUTED ON
By _____________________________
Mayor, City Council
CITY OF AUBURN, a Municipal Corporation
And approved as to form _________________
ATTEST:
______________________________________

SIGNATURES CONTINUED ON NEXT PAGE
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EXECUTED ON
By _____________________________
Mayor, City Council
CITY OF COLFAX, a Municipal Corporation
And approved as to form _________________
ATTEST:
______________________________________

SIGNATURES CONTINUED ON NEXT PAGE
Error! Unknown document property name.

EXECUTED ON
By _____________________________
Mayor, City Council
CITY OF GRASS VALLEY, a Municipal
Corporation
And approved as to form _________________
ATTEST:
______________________________________

SIGNATURES CONTINUED ON NEXT PAGE
Error! Unknown document property name.

EXECUTED ON
By _____________________________
Mayor, City Council
CITY OF LINCOLN, a Municipal Corporation
And approved as to form _________________
ATTEST:
______________________________________

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EXECUTED ON
By _____________________________
Mayor, City Council
CITY OF NEVADA CITY, a Municipal
Corporation
And approved as to form _________________
ATTEST:
______________________________________

SIGNATURES CONTINUED ON NEXT PAGE
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EXECUTED ON
By _____________________________
Mayor, City Council
CITY OF PLACERVILLE, a Municipal
Corporation
And approved as to form _________________
ATTEST:
______________________________________

SIGNATURES CONTINUED ON NEXT PAGE
Error! Unknown document property name.

EXECUTED ON
By _____________________________
Mayor, City Council
CITY OF ROCKLIN, a Municipal Corporation
And approved as to form _________________
ATTEST:
______________________________________

SIGNATURES CONTINUED ON NEXT PAGE
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EXECUTED ON
By _____________________________
Mayor, Town Council
TOWN OF LOOMIS, a Municipal Corporation
And approved as to form _________________
ATTEST:
______________________________________

SIGNATURES CONTINUED ON NEXT PAGE
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Exhibit A
Voting Members and Associate Members
Section A.1 Voting Members
City of Auburn
City of Colfax
City of Grass Valley
City of Lincoln
City of Nevada City
City of Placerville
City of Rocklin
County of El Dorado
County of Placer
Town of Loomis
Section A.2 Associate Members
City of Folsom
County of Sacramento
Town of Truckee
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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:

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 Pioneer; 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) 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; -2-
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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 Pioneer 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
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:
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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.

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 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 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 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 -4-
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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:

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;
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;
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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 Pioneer, as Pioneer 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 Pioneer (“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 Pioneer;
O. 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 -6-
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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.

Section 5. Governance and Internal Organization
A. 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.

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 Pioneer.

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 -7-
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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 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.

Section 6. Executive Director and Other Staff
A. 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.

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 Pioneer during the preceding fiscal 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 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.
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D. 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.

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 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 A. 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.

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. 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.

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

B. 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.

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 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 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.

E. Funding of Initial 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.

F. 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 -10-
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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 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 -11-
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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. -12-
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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. 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.

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.
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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 -14-
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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.

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 Pioneer 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
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 -15-
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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.

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:
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Exhibit A
Voting Members and Associate Members
Section A.1 Voting Members
City of Auburn
City of Colfax
City of Grass Valley
City of Lincoln
City of Nevada City
City of Placerville
City of Rocklin
County of El Dorado
County of Placer
Town of Loomis
Section A.2 Associate Members
City of Folsom
County of Sacramento
Town of Truckee

REVISED

SECOND AMENDED AND RESTATED JOINT EXERCISE OF POWERS

AGREEMENT FOR PIONEER COMMUNITY ENERGY
This Revised Second Amended and Restated Joint Exercise of Powers Agreement (hereafter “Agreement” or “Revised JPA”) 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:

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 Pioneer; 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) 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 Pioneer 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
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, on January 18, 2024, the Governing Board approved the Second Amended and Restated Joint Powers Agreement to clean-up and streamline the approval process for future amendments to the Agreement; and L.N. Whereas, the Second Amended and Restated Joint Powers Agreement did not receive a unanimous vote of all of the governing bodies of the Voting Members; M.O. Whereas, the Board of Directors Voting Members wish to amend the proposed Second Amended and Restated Joint Powers Agreement approved by the Board of Directors on January 18, 2024 to incorporated the requested amendments of the Voting Members. 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, 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.

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 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 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 Pioneer within the territorial jurisdiction of such Associate Members.

Section 3. Effective Date and Term
This Agreement shall be effective as a revised 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 Revised Second Amended and Restated Agreement by all Votingthe 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 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:

A. to make and enter into contracts;
B. to employ agents and employees, including but not limited to an Chief Executive OfficerExecutive 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;
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 Pioneer, as Pioneer 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 Pioneer (“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 Pioneer;
O. 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 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.

Section 5. Governance and Internal Organization
A. 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.

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 Pioneer.

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 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.

Section 6. Chief Executive OfficerExecutive Director and Other Staff A. Chief Executive OfficerExecutive Director. The Board shall appoint a Chief Executive Officern Executive Director for Pioneer, who shall be responsible for the day-to-clay operation and management of Pioneer. The Chief Executive OfficerExecutive 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 Chief Executive OfficerExecutive Director shall hire and supervise any Pioneer employees or consultants.

B. Chief Executive OfficerExecutive Director Reports to the Board. The Chief Executive OfficerExecutive 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 Chief Executive OfficerExecutive Director’s reports.

C. Services Providers. The Chief Executive Officer 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.

D. 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.

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, Commented [ 1]: Let me know if you want to amend this?
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 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 A. 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.

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. 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.

D. 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, Pioneer shall have such fiscal year from July 1 to and including the following June 30.

B. 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.

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 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 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.

E. Funding of Initial 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.

F. 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 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 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 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.

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. 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.

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.

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 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.

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 Pioneer 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
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 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 Sections 4, 14.A. and B 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 forty-five (45)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.

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 that the the second last Voting Mmember has executed thise Agreement.

WITNESS THE AGREEMENT HEREOF the date set opposite our respective entities:

IN WITNESS WHEREOF, the parties have executed this Revised Second Amended and Restated Joint Powers Agreement.

EXECUTED ON
By _____________________________
Chairman, Board of Supervisors
COUNTY OF EL DORADO, a political
subdivision
And approved as to form _________________
ATTEST:
______________________________________

SIGNATURES CONTINUED ON NEXT PAGE

EXECUTED ON
By _____________________________
Chairman, Board of Supervisors
COUNTY OF PLACER, a political
subdivision
And approved as to form _________________
ATTEST:
______________________________________

SIGNATURES CONTINUED ON NEXT PAGE

EXECUTED ON
By _____________________________
Mayor, City Council
CITY OF AUBURN, a Municipal Corporation
And approved as to form _________________
ATTEST:
______________________________________

SIGNATURES CONTINUED ON NEXT PAGE
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EXECUTED ON
By _____________________________
Mayor, City Council
CITY OF COLFAX, a Municipal Corporation
And approved as to form _________________
ATTEST:
______________________________________

SIGNATURES CONTINUED ON NEXT PAGE
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EXECUTED ON
By _____________________________
Mayor, City Council
CITY OF GRASS VALLEY, a Municipal
Corporation
And approved as to form _________________
ATTEST:
______________________________________

SIGNATURES CONTINUED ON NEXT PAGE
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EXECUTED ON
By _____________________________
Mayor, City Council
CITY OF LINCOLN, a Municipal Corporation
And approved as to form _________________
ATTEST:
______________________________________

SIGNATURES CONTINUED ON NEXT PAGE
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EXECUTED ON
By _____________________________
Mayor, City Council
CITY OF NEVADA CITY, a Municipal
Corporation
And approved as to form _________________
ATTEST:
______________________________________

SIGNATURES CONTINUED ON NEXT PAGE
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EXECUTED ON
By _____________________________
Mayor, City Council
CITY OF PLACERVILLE, a Municipal
Corporation
And approved as to form _________________
ATTEST:
______________________________________

SIGNATURES CONTINUED ON NEXT PAGE
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EXECUTED ON
By _____________________________
Mayor, City Council
CITY OF ROCKLIN, a Municipal Corporation
And approved as to form _________________
ATTEST:
______________________________________

SIGNATURES CONTINUED ON NEXT PAGE
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EXECUTED ON
By _____________________________
Mayor, Town Council
TOWN OF LOOMIS, a Municipal Corporation
And approved as to form _________________
ATTEST:
______________________________________

SIGNATURES CONTINUED ON NEXT PAGE
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Exhibit A
Voting Members and Associate Members
Section A.1 Voting Members
City of Auburn
City of Colfax
City of Grass Valley
City of Lincoln
City of Nevada City
City of Placerville
City of Rocklin
County of El Dorado
County of Placer
Town of Loomis
Section A.2 Associate Members
City of Folsom
County of Sacramento
Town of Truckee
Three Options for modifying the proposed JPA amendment. None of these are exclusive.

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