Agenda — Pioneer Community Energy Board of Directors, October 24, 2024 (part 1 of 2)

Board of Directors
Chair: Alice Dowdin Calvillo
Vice Chair: Tom Ivy
City of Auburn
Alice Dowdin Calvillo
Sandra Amara, Alternate
City of Colfax
Sean Lomen
Kim Douglass, Alternate
County of El Dorado
John Hidahl
Lori Parlin, Alternate
City of Grass Valley
Tom Ivy
Jan Arbuckle, Alternate
City of Lincoln
Dan Karleskint
Holly Andreatta, Alternate
Town of Loomis
David Ring
Danny Cartwright, Alternate
Nevada City
Gary Petersen
Lou Ceci, Alternate
County of Placer
Jim Holmes
Suzanne Jones
Bonnie Gore, Alternate
City of Placerville
David Yarbrough
John Clerici, Alternate
City of Rocklin
Greg Janda
David Bass, Alternate
Pioneer Community Energy
Board of Directors
October 24, 2024

SPECIAL MEETING
2:30 PM - CLOSED SESSION
3:00 PM - OPEN SESSION
Pioneer Community Energy Board Room
2510 Warren Drive, Suite B, Rocklin, CA 95677
This 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

CLOSED SESSION
1) Conference with Legal Counsel - Anticipated Litigation (GC §54956.9(d)(2)) A point has been reached where, in the opinion of the legislative body of the local agency on the advice of its legal counsel, based on existing facts and circumstances, there is a significant exposure to litigation against the local agency.

Number of Cases: 1

OPEN SESSION
II. GENERAL ADMINISTRATIVE FUNCTION – PART 1
A. ROLL CALL
B. PUBLIC REPORT OF CLOSED SESSION
C. AGENDA REVIEW
D. PRESENTATIONS BY THE PUBLIC ON MATTERS NOT ON THE AGENDA WITHIN THE

JURISDICTION OF THE BOARD
Persons may address the Board on items not on this agenda. Please limit comments to 3 minutes per person. According to State Law (the Brown Act), items must first be noticed on the agenda before any discussion or action. The Board is prohibited from discussing issues not on the agenda brought to them at this time.

III. CONSENT AGENDA
IV. 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 September 19, 2024, regular meeting. (ECKERT) b) FINANCE & ADMINISTRATION
Receive Fiscal Year 2024-25 Draft Financial Reports through August 2024. (KOEHN) c) POWER RESOURCES
(1) Adopt a resolution approving an attestation regarding the veracity of information reflected in Pioneer’s 2023 Power Source Disclosure Report for Pioneer Standard (“Base Service”) and the associated Power Content Label; (2) Adopt a resolution approving an attestation regarding the veracity of information reflected in Pioneer’s 2023 Power Source Disclosure Report for Green100 and the associated Power Content Label; and, (3) Approve the attached Pioneer Power Content Label for distribution Per Public Utilities Code Sections 398.4 and 398.5. (KANG) d) POWER RESOURCES
Adopt Resolution authorizing the Chief Executive Officer to Execute the First Amendment to the Agreement with cQuant.IO Inc. to Increase the Not-to-Exceed Amount by $32,500 to $230,000 and to Expand the Scope of Work to include Additional Services through July 18, 2025. (KANG) IV. REGULAR AGENDA
2) PROGRAMS
Application of Revenues from the GridGen Program (ACTION - STASSI-VANACORE) Recommendation: Provide direction to staff on the application of revenues Pioneer Community Energy receives from the GridGen Program.
3) LEGISLATIVE & REGULATORY
End of Legislative Session and Regulatory Successes Update (DISCUSSION-KANG) Recommendation: (1) Receive an update on the end of session legislative activities including the following bills that Pioneer Community Energy had a position on: SB 867 (Becker), SB 1014 (Dodd), SB 1062 (Dahle), AB 2750 (Gallagher), AB 2787 (Patterson), AB 2902 (Wood); and, (2) Receive an update on the regulatory successes and their associated cost savings secured by Pioneer, in collaboration with partners including Joint Community Choice Aggregators (CCAs) Group, California Community Choice Association (CalCCA), Keyes and Fox, and Newgen. 4) PROGRAMS
Low Carbon Fuel Standard Program (LCFS) (ACTION - STASSI-VANACORE) Recommendation: Provide direction to staff on interest in a Low Carbon Fuel Standard program that could be beneficial to Pioneer Community Energy’s Member Agencies.

V. 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:

November 21, 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 October 24, 2024 meeting of the Pioneer Community Energy Governing Board was posted and available for public review on October 18, 2024 at the offices of Pioneer Community Energy, 2510 Warren Drive, Suite B, Rocklin, CA 95677; was accessible for viewer participation on the Zoom platform at the following link:
https://us06web.zoom.us/j/89020017279; and, was live streamed for viewing on the Pioneer website at:
https://pioneercommunityenergy.org/about-us/meetings-and-agendas/.

All public materials related to an item on this agenda submitted to the Governing Board after distribution of the agenda packet are also made available for public inspection on Pioneer’s website at:
https://pioneercommunityenergy.org/about-us/meetings-and-agendas/. Any document provided at the meeting by staff or by the public will be provided by the Board Clerk upon request by phone at (916) 758-8946, or by email at: [email protected].

DRAFT

PIONEER COMMUNITY ENERGY

GOVERNING BOARD

MINUTES
SEPTEMBER 19, 2024
Entry No. 1
Heard General Administrative Functions – Part I
Call to Order
Pioneer Community Energy Governing Board met in regular session at 3:00 PM on September 19, 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; the meeting was accessible for viewer participation on the Zoom platform at the following link: https://us06web.zoom.us/j/89020017279; and, was live streamed for viewing on the Pioneer website at: https://pioneercommunityenergy.org/about-us/meetings-and-agendas/.

Roll Call

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

Absent: Nevada City (Petersen), County of Placer (Holmes).

Chair Dowdin Calvillo presided over the meeting.

Agenda Review
Reviewed and made no revision to the meeting agenda for September 19, 2024.

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 minutes of the July 18, 2024, regular meeting.

Adopted Resolution 2024-26 approving the policy on the Legislative Body’s Reasonable Accommodation for Remote Participation at Meetings Subject to the Brown Act.

Received an update on Pacific Gas & Electric winter rates.

Approved the Consent Agenda as presented.

MOTION: Hidahl / Karleskint. Vote: 9:0:2
ROLL CALL: Bass, Dowdin Calvillo, Hidahl, Ivy, Jones, Karleskint, Lomen, Ring, Yarbrough.

No/Abstain: None.

Absent: Holmes, Petersen.

ITEM 1a
DRAFT – September 19, 2024 – page 2
Entry No. 3
Update on Expansion
Received report on results of the Impact Assessment Study related to the expansion of Pioneer Community Energy’s service territory.

CEO Eckert introduced this item by requesting the Board of Directors to consider the study results to determine (1) Does it make financial sense to allow new members into the JPA and avoid subsidization from existing rate payers? and, (2) Does Pioneer have the power supply resources needed to meet the requirements?
Alden Walden, consultant with Pacific Energy Advisors, presented the Impact Assessment Study covering prospective new member territories of Butte County, Cities of Chico, Oroville, and Town of Paradise; Nevada County; Sutter County, Cities of Live Oak and Yuba City; Tuolumne County and City of Sonora.

Expansion to customers in all ten prospective communities would represent an approximate 111% increase in Pioneer retail sales. The financials do not support an implementation in December 2024 for a 2026 launch.

Proposed adjusting the timing to support an implementation in March 2025 for a launch in October 2027 which would avoid the highest constraint in summer months and allow for an enrollment phasing schedule.

Proposed Next Steps
 September-October 2024: Staff to share results of the Impact Assessment Study with prospective Members and find if they are agreeable to wait for the later launch date in October 2027.  October-November 2024: Staff to analyze Resource Constraints and create an Enrollment Phasing Schedule.
 December 2024: Staff to bring Enrollment Phasing Schedule to the Expansion ad hoc Committee for Board recommendation; then to the Board of Directors for Approval of New Memberships and JPA Amendment.
 January-February 2025: New Members to adopt Ordinances  March 2025: Implementation Plan Amendment submitted to the CPUC  June 2025: CPUC approval and Pioneer to start purchasing power With no objection, the Board directed staff to take the next steps as presented.

Director Karleskint requested the Board to discuss governance, being like-minded, and one seat – one vote at a future meeting.

Entry No. 4
Fiscal Year 2025-2027 Strategic Plan
Adopted Resolution 2024-27 approving Pioneer Community Energy’s Fiscal Year 2025-2027 Strategic Plan; and directed staff to (1) reference the Plan in staff agenda reports; (2) resume quarterly progress reports in January 2025; and (3) review the Plan as a first step in the budget process.

MOTION: Karleskint/Lomen. Vote: 9:0:2
ROLL CALL: Bass, Dowdin Calvillo, Hidahl, Ivy, Jones, Karleskint, Lomen, Ring, Yarbrough.

No/Abstain: None.

Absent: Holmes, Petersen.

DRAFT – September 19, 2024 – page 3
Entry No. 5
Progress Report on Programs
Received a progress report on program efforts.

Entry No. 6
Draft Fiscal Year 2023-24 Year-End Financial Reports
Received draft Fiscal Year 2023-24 year-end Financial Reports through June 30, 2024.

Discussed and confirmed that energy market volatility and unexpected weather events continue to pose significant risks to Pioneer, however if an extreme weather event occurs the budget has a contingency to mitigate the impact; rates will be reviewed in December 2024; the midyear budget in February 2025 will provide for any critical budget adjustments per market conditions; and the minimum reserves target of 160 Days of Liquidity will be reached in Fiscal Year 2024-25.

Received comments and discussed the timing to increase the liquidity minimum to take the credit rating from “A-“ to “A” but not to do so at the expense of keeping rates competitive.

Entry No. 7
Heard General Administrative Function – Part II
Board Member Communications
Committee Chair Dowdin Calvillo reported that the Expansion ad hoc Committee met on September 10, 2024, to review results from the Impact Assessment Study; and recommended staff to (1) meet with the prospective new members to confirm their continued interest if not launching until 2027; and, (2) continue fact-finding efforts regarding procurement strategies. The Committee will be scheduled to meet prior to the December 19, 2024 Board Meeting in order to consider findings and make a recommendation to the Board.

Committee Vice Chair Hidahl reported that the Audit & Finance Sub-Committee met with the independent auditor on September 16, 2024, regarding the audit kick-off. The Sub-Committee, comprised of less than a quorum of the Committee, included Committee Chair Janda and Committee Vice Chair Hidahl. Due to the nature of the conversation, the meeting remained private without staff or the public in attendance. The Audit & Finance Committee will be scheduled to meet prior to the December 19, 2024 Board Meeting to discuss the (1) Financial Audit and (2) Rates.

Members discussed how other like-minded counties and cities are becoming interested in Pioneer’s commitment to offer competitive rates and high customer service, which comes from the Board Members and staff working together for the customers. Director Hidahl mentioned Calaveras County as they have recently added a biomass facility and are working to make it operational; CEO Eckert added that Amador County has also expressed interest in Pioneer; Board Chair Dowdin Calvillo also mentioned that the City of West Sacramento is considering alternatives to PG&E; and Director Jones mentioned that the Placer County Public Works Department is in process of contracting with a biomass company from Colorado for a biomass facility at Cabin Creek in the Tahoe Basin.

Board Chair Dowdin Calvillo informed the Board that she will be in Washington, D.C. attending the Placer Business Alliance DC Summit on behalf of Pioneer, to participate in a panel discussion regarding water and electricity.

DRAFT – September 19, 2024 – page 4
Chief Executive Officer Communications
Chief Executive Officer Eckert welcomed and introduced new members of the Pioneer Team: Taylor Smith, Communications Coordinator and Eric Ponce, Information Technology Analyst.

Chief Executive Officer Eckert also expressed appreciation for Board Chair Dowdin Calvillo joining Pioneer staff in August to attend Lobby Day at the State Capitol, meeting with our constituents’ representatives, Senator Alvarado-Gil, Senator Dahle, Senator Niello, Assemblymember Gallagher, and Assemblymember Patterson.

Items for Information
Received the Glossary of Terms.

Adjournment
The meeting adjourned at 4:30 PM.

Page 1 of 1 ends

Staff Report – Item 1b
To: The Governing Board
From: Eric Acedo, Sr. Financial Analyst
Item 1b: Receive Fiscal Year 2024-25 Draft Financial Reports Through August 2024 Date: 10/24/2024

RECOMMENDATION
Receive Fiscal Year 2024-25 Draft Financial Reports through July and August 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 July and August 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
The recommendation supports Fiscally Strong and Resilient goal.

FISCAL IMPACT
The YTD change in net position through two months of the fiscal year is $2.2 million.

ATTACHMENTS

1. Financial Reports through July 31, 2024

2. Financial Reports through August 31, 2024
Plf)NEER

COMMUNITY ENERGY
1101 Fifth Avenue, Suite 200 San Rafael, CA 94901 415 459 1249 mahercpa.com

Participation Rates – July 2024
Participation Rate May 2024 June 2024 July 2024
AUBURN INC 85.54% 85.42% 85.40%
COLFAX INC 88.08% 88.44% 88.21%
GRASS VALLEY INC 97.71% 96.84% 97.50%
LINCOLN INC 82.84% 82.77% 82.82%
LOOMIS INC 87.56% 87.27% 87.18%
NEVADA CITY INC 98.39% 97.66% 98.43%
PLACERVILLE INC 85.66% 85.40% 85.46%
ROCKLIN INC 90.69% 90.52% 90.43%
UNINC EL DORADO CO 79.99% 79.75% 79.71%
UNINC PLACER CO 84.81% 84.70% 84.64%
Grand Total 84.56% 84.35% 84.35%
1101 Fifth Avenue, Suite 200 San Rafael, CA 94901 415 459 1249 mahercpa.com

1101 Fifth Avenue, Suite 200 San Rafael, CA 94901 415 459 1249 mahercpa.com MAHER

ACCOUNTANCY

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

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

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

HdviA~
San Rafael, CA
October 16, 2024
1 PIONEER COMMUNITY ENERGY

CCAFUND

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

LIABILITIES
Current liabilities
Accrued cost of electricity
Accounts payable
Other accrued liabilities
Interest payable
Note payable
Lease liability
Total current liabilities
Noncurrent liabilities
Note payable
Lease liability
Supplier security deposits
Total noncurrent liabilities
Total liabilities

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

CCAFund
$ 29,275,883
90,376,850
33,102,632
10,344,949
2,449,180
502,000
3,399,926
733,513
170,184,933
1,235,940
219,333
1,455,273
171,640,206
26,509,608
569,412
490,449
14,422
769,371
118,101
28,741,363
3,580,743
873,349
990,000
5,444,092
34,185,455
244,490
137,210,261
$ 137,454,751
2 PIONEER COMMUNITY ENERGY

CCAFUND

STATEMENT OF REVENUES, EXPENSES

AND CHANGES IN NET POSITION
Two Months Ended August 31, 2024

OPERATING REVENUES
Electricity sales, net
Total operating revenues

OPERATING EXPENSES
Cost of electricity
Contract services
Staff compensation
Other operating expenses
Depreciation and amortization
Total operating expenses
Operating income (loss)

NONOPERATING REVENUES (EXPENSES)
Investment income
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
$ 55,393,375
55,393,375
52,191,407
1,031,263
585,519
267,218
30,968
54,106,375
1,287,000
985,535
(35,503)
950,032
2,237,032
135,217,719
$ 137,454,751
3 Participation Rates – August 2024
Participation Rate June 2024 July 2024 August 2024
AUBURN INC 85.42% 85.40% 85.14%
COLFAX INC 88.44% 88.21% 87.84%
GRASS VALLEY INC 96.84% 97.50% 97.18%
LINCOLN INC 82.77% 82.82% 82.53%
LOOMIS INC 87.27% 87.18% 87.10%
NEVADA CITY INC 97.66% 98.43% 97.96%
PLACERVILLE INC 85.40% 85.46% 85.16%
ROCKLIN INC 90.52% 90.43% 90.25%
UNINC EL DORADO CO 79.75% 79.71% 79.62%
UNINC PLACER CO 84.70% 84.64% 84.54%
Grand Total 84.35% 84.35% 84.19%
Plf)NEER

COMMUNITY ENERGY
4 1101 Fifth Avenue, Suite 200 San Rafael, CA 94901 415 459 1249 mahercpa.com MAHER

ACCOUNTANCY

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 August 31, 2024, and for determining that the budgetary basis of accounting is an acceptable financial reporting framework. We have performed a compilation engagement in accordance with Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. We did not audit or review the accompanying statement nor were we required to perform any procedures to verify the accuracy or completeness of the information provided by management. Accordingly, we do not express an opinion, a conclusion, nor provide any assurance on this special purpose budgetary comparison statement.

The special purpose statement is prepared in accordance with the budgetary basis of accounting, which is a basis of accounting other than accounting principles generally accepted in the United States of America. This 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
October 16, 2024
5 PIONEER COMMUNITY ENERGY

CCAFUND

BUDGETARY COMPARISON SCHEDULE
Two Months Ended August 31, 2024
2024/25 2024/25
2024/25YTD 2024/25YTD YTD 2024/25 Amended
Amended 2024/25YTD Variance Actual/ Amended Budget
Budget Actual (Under) Over Budget% Budget Remaining

ENERGY REVENUES
Energy Sales $ 57,038,331 $ 56,137,603 $ (900,728) 98% $ 237,400,000 $ 181,262,397 Greenl00 Sales 46,233 13,815 (32,418) 30% 201,800 187,985 Congestion Revenue Rights and Battery Optimizatior 1,523,810 1,466,635 (57,175) 96% 10,000,000 8,533,365 Less Uncollectible Accounts {770,7252 {758,0442 12,681 98% p,207,8452 {2,449,80Q Total Operating Revenues 57,837,648 56,860,009 (977,640) 244,393,955 187,533,946

ENERGY EXPENSES
Power Supply 54,598,560 53,658,042 (940,518) 98% 208,976,000 155,317,958 OPERATING MARGIN 3,239,088 3,201,967 {37,1222 35,417,955 32,215,988

OPERATING EXPENSES
Administration
Compensation 115,231 95,240 (19,991) 83% 691,385 596,145 Contract services 53,054 13,025 (40,029) 25% 318,325 305,300 Operating expenses 256,395 119,537 {136,8572 47% 941,796 822,259 Total Administration expenses 424,680 227,803 (196,876) 54% 1,951,506 1,723,703 Finance
Compensation 183,508 137,786 (45,722) 75% 1,101,050 963,264 Contract services 92,025 44,991 (47,034) 49% 591,000 546,009 Operating expenses 46,950 52,282 5,332 111% 357,700 305,418 Total Finance expenses 322,483 235,059 (87,424) 73% 2,049,750 1,814,691 Power Procurement
Compensation 205,432 101,031 (104,401) 49% 1,232,592 1,131,561 Contract services 574,284 337,939 (236,345) 59% 3,343,538 3,005,599 Operating expenses 10,250 29,029 18,779 283% 61,500 32,471 Total Power Procurement expenses 789,966 467,999 (321,967) 59% 4,637,630 4,169,631 Customer Care
Compensation 66,500 62,344 (4,156) 94% 399,002 336,658
Contract services 453,333 478,738 25,405 106% 2,720,000 2,241,262 Operating expenses 35,792 48,104 12,312 134% 214,750 166,646 Total Customer Care expenses 555,625 589,186 33,561 106% 3,333,752 2,744,566 Marketing & Communications
Compensation 123,658 92,657 (31,001) 75% 741,946 649,289 Contract services 108,750 1,362 (107,388) 1% 420,000 418,638 Operating expenses 141,058 32,857 po8,2022 23% 846,350 813,493 Total Marketing expenses 373,466 126,876 (246,590) 34% 2,008,296 1,881,420 Legislative & Regulatory
Compensation 73,945 60,987 (12,958) 82% 443,670 382,683 Contract services 65,785 30,599 (35,186) 47% 377,807 347,208 Operating expenses 1,383 96 p,2872 7% 8,300 8,204
Total Legislative expenses 141,113 91,683 (49,431) 65% 829,777 738,094 Programs
Compensation 48,891 32,405 (16,486) 66% 293,345 260,940 Contract services 20,833 99,875 79,041 479% 125,000 25,125 Operating expenses 320,933 45,325 (275,608) 14% 1,925,595 1,880,270 Total Programs expenses 390,657 177,604 (213,052) 45% 2,343,940 2,166,336 Total Operating Expenses 2,997,990 1,916,211 (1,081,780) 64% 17,154,651 15,238,440

NON-OPERATING REVENUES (EXPENSES)
Investment gains (losses) 985,535 985,535 2,871,000 1,885,465 Miscellaneous income
Term Loan Debt Service (158,333) (141,760) 16,574 90% (950,000) (808,240) Additional Term Loan Principal (2,100,000) (2,100,000)
Line/Letter of Credit Fees (187,500) (12,053) 175,447 6% (750,000) (737,947) Financial Security Requirement (800,000) (800,000)
Nonoperating revenues (expenses), ne1 {345,833) 831,723 1,177,556 p,729,000) {2,560,723) Total Expenses and Non-Operating Activity 57,942,384 54,742,530 (3,199,854) 227,859,651 173,117,122 Contribution to/(from) Reserves $ po4,735) $ 2,117,479 $ 2,222,215 $ 16,534,304 $ 14,416,824

Page 1 of 2 ends

Staff Report 1c
To: The Governing Board
From: Chau Pham, Legislative and Regulatory Policy Analyst Item 1c: Power Source Disclosure and Power Content Label Date: 10/24/2024

RECOMMENDATION
a) Adopt a resolution approving an attestation regarding the veracity of information reflected in Pioneer’s 2023 Power Source Disclosure Report for Pioneer Standard (“Base Service”) and the associated Power Content Label.
b) Adopt a resolution approving an attestation regarding the veracity of information reflected in Pioneer’s 2023 Power Source Disclosure Report for Green100 and the associated Power Content Label. c) Approve the attached Pioneer Power Content Label for distribution Per Public Utilities Code Sections 398.4 and 398.5.

BACKGROUND
California’s Power Source Disclosure Program (PSD), as administered by the California Energy Commission (CEC), requires that retail energy sellers like Pioneer Community Energy distribute a Power Content Label (PCL) to customers each year – the PCL serves as a “nutritional label” for each retail energy seller’s supply portfolio, providing information regarding the composition of such supply and the various generating technologies contributing to the reported resource mix. This process typically occurs during the late Summer/early Fall, following submittal of an annual report(s) to the CEC, which detail energy purchases occurring during the prior calendar year. Pioneer timely submitted its reports addressing 2023 power purchases to the CEC prior to the August 30, 2024 reporting deadline and now must distribute its 2023 PCL to Pioneer customers by January 31, 2025.

ANALYSIS & DISCUSSION
Information presented in the PCL includes the proportionate share of total energy supply attributable to various generating technologies, including both renewable and conventional fuel sources. In the event a retail seller meets a certain percentage of its supply obligation from unspecified resources, the report must identify such purchases as “unspecified sources of power.” Certain of Pioneer’s power supply contracts do not identify specific generating sources, which is a common contracting convention for certain types of energy transactions. These purchases, as well as electric energy provided by the California Independent System Operator (CAISO) for purposes of grid balancing, have been appropriately identified as “unspecified sources of power” in the PCL.

The CEC requires that the Pioneer Board provide an attestation regarding the accuracy of information included in the 2023 PSD Report for Pioneer Standard, the 2023 PSD Report for Pioneer Green100, and the related 2023 Power Content Label for Pioneer Standard and Green100. Pioneer’s consultant, Pacific Energy Advisors, Inc., completed a detailed review of Pioneer’s 2023 energy purchases, prepared and submitted the aforementioned 2023 PSD reports on behalf of Pioneer, and prepared Pioneer’s 2023 PCL, which is included as an attachment to this staff report.

Plf)NEER

COMMUNITY ENERGY
Agenda Item: 1c Agenda Date: 10/24/2024

Page 2 of 2 ends

As required by regulation, Pioneer must distribute the PCL to all customers enrolled with Pioneer. Attached for the Pioneer Board’s consideration is a draft of the 2023 PCL postcard to be distributed to Pioneer’s customers prior to January 31, 2025.

The PCL shows that Pioneer’s renewable energy purchases within the Base Service portfolio (accounting for nearly 40% of Base Service supply) are more than 3% higher than the CA Power Mix and are expected to support Pioneer’s compliance with applicable renewable energy purchase mandates related to California’s RPS Program. The 4% of retail sales covered by retired unbundled Renewable Energy Credits (RECs) relate to renewable energy production from California-sited biomass resources and Colorado-sited wind resources.

After the Board approves the PCL, Pioneer staff will submit the following items to the CEC: 1) this staff report and the attached resolutions; 2) meeting minutes for today’s Board meeting (when approved); and 3) Pioneer’s 2023 Power Content Label (in both Excel and PDF file formats, as required by the California Energy Commission).

STRATEGIC PLAN
The recommendation supports the Operational Optimization Goal.

FISCAL IMPACT
Staff estimates the printing and distribution of Pioneer’s 2024 PCL, per CEC requirement, will cost less than $20,000, which is included in Pioneer’s operating budget. There will be possible cost savings of approximately $5,000 this year compared to last year, due to a pending new method of delivering the PCL via email instead of paper mail to customers who have consented to receiving electronic communications.

ATTACHMENTS

1. Resolution of the Pioneer Community Energy Board approving the attestation of veracity for the 2023 Power Source Disclosure Report for Pioneer Standard for Base Service

2. Resolution of the Pioneer Community Energy Board approving the attestation of veracity for the 2023 Power Source Disclosure Report for Green100

3. 2023 Power Source Disclosure Reports with Attestation Forms for Base Service

4. 2023 Power Source Disclosure Reports with Attestation Forms for Green 100

5. 2023 Power Content Label
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 October 24, 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, Public Utility Code 398.4 and 398.5 establish a Power Source Disclosure (“PSD”) program that requires retail sellers of electricity to annually submit a power source disclosure report to the California Energy Commission; and
WHEREAS, Pioneer has the authority to aggregate electric load to purchase and supply electricity for customers within its jurisdiction; and
WHEREAS, Pioneer is a retail seller of electricity as defined by the PSD Program and is therefore required to submit a PSD report; and
WHEREAS, Pioneer submitted the 2023 Annual Power Source Disclosure Report for Pioneer Standard (“Base Service”) to the Energy Commission in accordance with the timeliness of the regulation,
BE IT RESOLVED, the Governing Board of Pioneer Community Energy, State of California, hereby finds, declares, and resolves as follows:

1. The above recitals are true and correct.

2. Approve an attestation regarding the veracity of information reflected in Pioneer’s 2023 Power Source Disclosure Report for Pioneer Standard (“Base Service”) and the associated Power Content Label, and submission of the report to the California Energy Commission.

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

In the matter of: Approving an attestation regarding
the veracity of information reflected in Pioneer’s 2023 Power Source Disclosure Report for Pioneer
Standard (“Base Service”) and the associated Power
Content Label
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 October 24, 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, Public Utility Code 398.4 and 398.5 establish a Power Source Disclosure (“PSD”) program that requires retail sellers of electricity to annual submit a power source disclosure report to the California Energy Commission; and
WHEREAS, Pioneer has the authority to aggregate electric load to purchase and supply electricity for customers within its jurisdiction; and
WHEREAS, Pioneer is a retail seller of electricity as defined by the PSD Program and is therefore required to file a PSD report; and
WHEREAS, Pioneer submitted the 2023 Annual Power Source Disclosure Report for Green100 to the Energy Commission in accordance with the timeliness of the regulation, BE IT RESOLVED, the Governing Board of Pioneer Community Energy, State of California, hereby finds, declares, and resolves as follows:

1. The above recitals are true and correct.

2. Approve an attestation regarding the veracity of information reflected in Pioneer’s 2023 Power Source Disclosure Report for Green100 and the associated Power Content Label, and submission of the report to the California Energy Commission.

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

In the matter of: Approving an attestation
regarding the veracity of information reflected in
Pioneer’s 2023 Power Source Disclosure Report
for Green100 and the associated Power Content
Label
Version: April 2024

CONTACT INFORMATION
2023 POWER SOURCE DISCLOSURE ANNUAL REPORT
For the Year Ending December 31, 2023

RETAIL SUPPLIER NAME
Pioneer Community Energy

ELECTRICITY PORTFOLIO NAME
Base Service
Retail suppliers are required to use the posted template and are not allowed to make edits to this format. Please complete all requested information.

GENERAL INSTRUCTIONS
NAME Kirby Dusel
TITLE Consultant
MAILING ADDRESS 1839 Iron Point Road, Suite 120
CITY, STATE, ZIP Folsom, CA 95630
PHONE 916-936-3300
EMAIL [email protected]
If you have questions, contact Power Source Disclosure (PSD) staff at [email protected] or (916) 639-0573.

NOTE: Information submitted in this report is not automatically held confidential. If your company wishes the information submitted to be considered confidential an authorized representative must submit an application for confidential designation (CEC-13), which can be found on the California Energy Commissions's website at https://www.energy.ca.gov/about/divisions-and-offices/chief-counsels-office.

WEBSITE URL FOR

PCL POSTING
https://pioneercommunityenergy.org/
Submit the Annual Report and signed Attestation in PDF format with the Excel version of the Annual Report to [email protected]. Remember to complete the Retail Supplier Name, Electricity Portfolio Name, and contact information above, and submit separate reports and attestations for each additional portfolio if multiple were offered in the previous year.

Version: April 2024
1,594,453
1,119,433
475,020
-
-
-
1,119,433
250,578

0.1572

DIRECTLY DELIVERED RENEWABLES
Facility Name Fuel Type
State or
Province WREGIS ID RPS ID N/A EIA ID
Gross MWh
Procured
MWh
Resold
Net MWh
Procured
Adjusted Net MWh
Procured
GHG Emissions
Factor (in MT
CO2e/MWh)
GHG Emissions (in
MT CO2e) N/A
A. G. Wishon Powerhouse - A. G. Wishon Powerhouse Eligible hydro CA W344 60032A 293 82 82 - 82 - Agua Caliente Solar - Block 1 Solar AZ W2427 60894A 57373 342 342 - 342 - Agua Caliente Solar - Block 10 Solar AZ W3621 60894A 57373 288 288 - 288 - Agua Caliente Solar - Block 11 Solar AZ W3829 60894A 57373 288 288 - 288 - Agua Caliente Solar - Block 12 Solar AZ W3953 60894A 57373 128 128 - 128 - Agua Caliente Solar - Block 2 Solar AZ W2576 60894A 57373 342 342 - 342 - Agua Caliente Solar - Block 3 Solar AZ W2668 60894A 57373 342 342 - 342 - Agua Caliente Solar - Block 4 Solar AZ W2782 60894A 57373 244 244 - 244 - Agua Caliente Solar - Block 5 Solar AZ W2838 60894A 57373 344 344 - 344 - Agua Caliente Solar - Block 6 Solar AZ W2844 60894A 57373 344 344 - 344 - Agua Caliente Solar - Block 7 Solar AZ W2925 60894A 57373 344 344 - 344 - Agua Caliente Solar - Block 8 Solar AZ W3240 60894A 57373 288 288 - 288 - Agua Caliente Solar - Block 9 Solar AZ W2812 60894A 57373 288 288 - 288 - Alamo Solar - Alamo Solar Solar CA W4546 61453A 59469 244 244 - 244 - Alta Powerhouse - Alta Powerhouse Eligible hydro CA W335 60033A 214 13 13 - 13 - Antelope West Solar - Antelope West Solar Solar CA W4322 61850A 59443 298 298 - 298 - Aquamarine Westside, LLC (Phase 2) - Aquamarine Westside, LLC Solar CA W12582 64553A 62547 9121 9,121 - 9,121 - Atwell Island - Atwell Island PV Solar Generating Facility Solar CA W3159 60947A 58366 173 173 - 173 - AV Solar Ranch 1, LLC - Antelope Solar Ranch - Block 7 Solar CA W3474 60790A 57378 338 338 - 338 - AV Solar Ranch 1, LLC - AVSR1 - Antelope Solar Ranch - Block 1 & 2 Solar CA W4141 60790A 57378 547 547 - 547 - AV Solar Ranch 1, LLC - AVSR1 - Antelope Solar Ranch - Block 3 Solar CA W2803 60790A 57378 324 324 - 324 - AV Solar Ranch 1, LLC - AVSR1 - Antelope Solar Ranch - Block 4 Solar CA W3274 60790A 57378 365 365 - 365 - AV Solar Ranch 1, LLC - AVSR1 - Antelope Solar Ranch - Block 5 Solar CA W3275 60790A 57378 230 230 - 230 - AV Solar Ranch 1, LLC - AVSR1 - Antelope Solar Ranch - Block 6 Solar CA W3280 60790A 57378 189 189 - 189 - AV Solar Ranch 1, LLC - AVSR1 - Antelope Solar Ranch - Block 8 & 9 Solar CA W3849 60790A 57378 612 612 - 612 - Bakersfield Solar - SKIC 20 Solar CA W4550 61558A 59412 254 254 - 254 - Bayshore Solar A - Big Sky Solar 6 Solar CA W5731 63133A 60481 274 274 - 274 - Bayshore Solar B - Big Sky Solar 7 Solar CA W5737 63134A 60474 260 260 - 260 - Bayshore Solar C - Big Sky Solar 8 Solar CA W5738 63135A 60475 264 264 - 264 - Blackwell Solar - Blackwell Solar, LLC Solar CA W4587 61892A 59524 153 153 - 153 - CA Flats 150 - CA Flats 150 Solar CA W7112 62552A 60034 1707 1,707 - 1,707 - California Valley Solar Ranch - Block1 Solar CA W2847 60603A 57439 282 282 - 282 - California Valley Solar Ranch - Block2 Solar CA W3106 60603A 57439 800 800 - 800 - California Valley Solar Ranch - Block3 Solar CA W3111 60603A 57439 1601 1,601 - 1,601 - California Valley Solar Ranch - Block4 Solar CA W3187 60603A 57439 596 596 - 596 - Camanche - Camanche 1,2,&3 Eligible hydro CA W243 60535A 537 172 172 - 172 - Cantua Solar Station - Cantua Solar Station Solar CA W2580 61823A 57522 183 183 - 183 - CED Corcoran - CED Corcoran Solar CA W3408 60948A 58374 182 182 - 182 - CED White River Solar - CED White River Solar Solar CA W3406 60949A 58373 235 235 - 235 - CID Solar - Corcoran Irrigation District - CID Solar, LLC Solar CA W4227 62285A 59183 218 218 - 218 - Coleman Powerhouse - Coleman Powerhouse Eligible hydro CA W347 60037A 227 177 177 - 177 - Copper Mountain Solar 2 - CMS 2 (1) Solar NV W2818 60990A 58017 411 411 - 411 - Copper Mountain Solar 2 - CMS 2 (2) Solar NV W2943 60990A 58017 365 365 - 365 - Copper Mountain Solar 2 - CMS 2 (3) Solar NV W3201 60990A 58017 365 365 - 365 - Copper Mountain Solar 2 - CMS 2 (4) Solar NV W4555 60990A 58017 368 368 - 368 - Copper Mountain Solar 2 - CMS 2 (5) Solar NV W4589 60990A 58017 432 432 - 432 - Coram Energy LLC (4.5MW) - Coram Energy LLC (4.5MW) Wind CA W4886 63222A 54299 217 217 - 217 - Coram Tehachapi, L.P. - Coram Tehachapi, L.P. Wind CA W4897 63223A 54750 182 182 - 182 - Cow Creek Powerhouse - Cow Creek Powerhouse Eligible hydro CA W348 60038A 229 8 8 - 8 - Crane Valley Powerhouse - Crane Valley Powerhouse Eligible hydro CA W349 60039A 230 17 17 - 17 - Cuyama Solar - Cuyama Solar Solar CA W5611 61891A 60043 421 421 - 421 - De Sabla Powerhouse - De Sabla Powerhouse Eligible hydro CA W351 60041A 232 245 245 - 245 - Deer Creek Powerhouse - Deer Creek Powerhouse Eligible hydro CA W350 60040A 233 52 52 - 52 - DESERT SUNLIGHT 300, LLC - DSL-BLK01 - 04 Solar CA W3793 61068A 57993 1734 1,734 - 1,734 - DESERT SUNLIGHT 300, LLC - DSL-BLK05 & 06 Solar CA W3798 61068A 57993 567 567 - 567 - DESERT SUNLIGHT 300, LLC - DSL-BLK07 & 08 Solar CA W3800 61068A 57993 273 273 - 273 - DESERT SUNLIGHT 300, LLC - DSL-BLK09 Solar CA W3801 61068A 57993 339 339 - 339 - GHG Emissions Intensity (in MT CO2e/MWh)
Net Specified Natural Gas
Net Specified Coal & Other Fossil Fuels
Net Specified Nuclear, Large Hydro, Renewables, and ACS Power GHG Emissions (excludes grandfathered emissions)
Retail Sales (MWh)
Net Specified Procurement (MWh)
Unspecified Power (MWh)
Procurement to be adjusted
2023 POWER SOURCE DISCLOSURE ANNUAL REPORT
SCHEDULE 1: PROCUREMENTS AND RETAIL SALES
For the Year Ending December 31, 2023
Pioneer Community Energy
Base Service
Instructions: Enter information about power procurements underlying this electricity portfolio for which your company is filing the Annual Report.

Insert additional rows as needed. All fields in white should be filled out. Fields in grey auto-populate as needed and should not be filled out. For EIA IDs for unspecified power or specified system mixes from asset-controlling suppliers, enter "Unspecified Power", "BPA", or "Tacoma Power" as applicable. For specified procurements of ACS power, use the ACS Procurement Calculator to calculate the resource breakdown comprising the ACS system mix. Procurements of unspecified power must not be entered as line items below; unspecified power will be calculated automatically in cell N9. Unbundled RECs must not be entered on Schedule 1; these products must be entered on Schedule 2. At the bottom portion of the schedule, provide the other electricity end-uses that are not retail sales including, but not limited to transmission and distribution losses or municipal street lighting. Amounts should be in megawatt-hours.

Version: April 2024
DESERT SUNLIGHT 300, LLC - DSL-BLK10 & 11 Solar CA W3783 61068A 57993 567 567 - 567 - Dutch Flat #2 Powerhouse - Dutch Flat #2 Powerhouse Eligible hydro CA W488 60264A 413 261 261 - 261 - Dutch Flat No. 1 Powerhouse - Dutch Flat No. 1 Powerhouse Eligible hydro CA W352 60042A 237 575 575 - 575 - El Dorado Powerhouse - ElDorado_7_unit1 Eligible hydro CA W905 60601A 238 48973 48,973 - 48,973 - El Dorado Powerhouse - ElDorado_7_unit2 Eligible hydro CA W906 60601A 238 51649 51,649 - 51,649 - Five Points Solar Station - Five Points Solar Station Solar CA W2201 61432A 57498 98 98 - 98 - FPL Energy Montezuma Wind - FPL Energy Montezuma Wind Wind CA W1745 60543A 57201 474 474 - 474 - Gates Solar Station - Gates Solar Station Solar CA W3477 62353A 57892 210 210 - 210 - GENESIS SOLAR, LLC - SGN-1 Solar CA W3790 60605A 57394 1656 1,656 - 1,656 - GENESIS SOLAR, LLC - SGN2 Solar CA W3791 60605A 57394 1607 1,607 - 1,607 - Geysers Power Plant - Calistoga Power Plant Geothermal CA W486 60117A 50066 5952 5,952 0.0351 5,952 209 Geysers Power Plant - Sonoma/Calpine Geyser Geothermal CA W127 60010A 510 64128 64,128 0.0351 64,128 2,251 Giffen Solar Station - Giffen Solar Station Solar CA W2581 61822A 57521 72 72 - 72 - Guernsey Solar Station - Guernsey Solar Station Solar CA W3476 62354A 57891 135 135 - 135 - Hat Creek No. 1 Powerhouse - Hat Creek No. 1 Powerhouse Eligible hydro CA W355 60045A 243 118 118 - 118 - Hat Creek No. 2 Powerhouse - Hat Creek No. 2 Powerhouse Eligible hydro CA W356 60046A 244 36 36 - 36 - Henrietta Solar Plant - Parrey, LLC Solar CA W5056 61841A 58975 1311 1,311 - 1,311 - Huron Solar Station - Huron Solar Station Solar CA W2579 61821A 57523 169 169 - 169 - Ivanpah - Unit 1 Solar CA W3189 62273A 57074 1190 1,190 0.0596 1,190 71 Ivanpah - Unit 3 Solar CA W3190 62275A 57075 883 883 0.0596 883 53 Java Solar - Java Solar Solar CA W13698 63137A P386 135 135 - 135 - Kansas - Kansas Solar CA W4192 61263A 58985 217 217 - 217 - Kent South - Kent South Solar CA W4193 61262A 58991 229 229 - 229 - Lost Hills - Lost Hills Solar, LLC Solar CA W4586 61893A 58711 276 276 - 276 - Mammoth Pacific L. P. (MP1) - Mammoth Pacific L. P. (MP1) Geothermal CA W417 60306A 10480 323 323 0.0702 323 23 Mammoth Pacific L. P. I (PLES) - Mammoth Pacific L. P. I (PLES) Geothermal CA W416 60315A 10479 582 582 0.0702 582 41 Mesquite Solar 1 (10) - Mesquite Solar 1 (10) Solar AZ W3205 60875A 57707 175 175 - 175 - Mesquite Solar 1 (11) - Mesquite Solar 1 (11) Solar AZ W3130 60875A 57707 196 196 - 196 - Mesquite Solar 1 (12) - Mesquite Solar 1 (12) - Mesquite Solar 1 (12) Solar AZ W3183 60875A 57707 197 197 - 197 - Mesquite Solar 1 (1-3) - Mesquite Solar 1 (1-3) Solar AZ W2399 60875A 57707 521 521 - 521 - Mesquite Solar 1 (4) - Mesquite Solar 1 (4) Solar AZ W2755 60875A 57707 196 196 - 196 - Mesquite Solar 1 (5) - Mesquite Solar 1 (5) Solar AZ W2784 60875A 57707 196 196 - 196 - Mesquite Solar 1 (6) - Mesquite Solar 1 (6) Solar AZ W2807 60875A 57707 98 98 - 98 - Mesquite Solar 1 (7) - Mesquite Solar 1 (7) Solar AZ W2841 60875A 57707 196 196 - 196 - Mesquite Solar 1 (8) - Mesquite Solar 1 (8) Solar AZ W2871 60875A 57707 148 148 - 148 - Mesquite Solar 1 (9) - Mesquite Solar 1 (9) Solar AZ W3095 60875A 57707 196 196 - 196 - Michael E. Bowler Memorial Solar Farm - Westlands Solar Farm PV-1 Solar CA W3963 61755A 58616 213 213 - 213 - Midway Solar Farm I - Midway Solar Farm I Solar CA W5367 61295A 60336 690 690 - 690 - Mojave Solar Project - Mojave Solar Project - Alpha Solar CA W4255 60848A 57331 1591 1,591 - 1,591 - Mojave Solar Project - Mojave Solar Project - Beta Solar CA W4450 60848A 57331 1591 1,591 - 1,591 - Montezuma Wind II - Nextera Energy Montezuma II Wind Wind CA W2400 61345A 57701 1022 1,022 - 1,022 - Narrows No. 1 Powerhouse - Narrows No. 1 Powerhouse Eligible hydro CA W363 60052A 262 7167 7,167 - 7,167 - Nevada Irrigation District - Bowman Hydro Project Eligible hydro CA W635 60171A 50546 85 85 - 85 - Newcastle Powerhouse - Newcastle Powerhouse Eligible hydro CA W364 60053A 632 89 89 - 89 - North Sky River - North Sky River - Phase I Wind CA W3206 61385A 58154 2087 2,087 - 2,087 - North Star Solar - North Star Solar, LLC Solar CA W4629 61198A 58713 706 706 - 706 - Northwind - Wind Stream Operations, LLC - Northwind - Wind Stream Operations, LLC Wind CA W505 60420A P327 4571 4,571 - 4,571 - Old River One - Old River One Solar CA W4194 60853A 58986 193 193 - 193 - Orion Solar I - Orion Solar I, LLC Solar CA W3981 61570A 58718 156 156 - 156 - Pardee - Pardee 1 Eligible hydro CA W233 60536A 376 194 194 - 194 - Pardee - Pardee 2 Eligible hydro CA W241 60536A 376 168 168 - 168 - Pardee - Pardee 3 Eligible hydro CA W242 60536A 376 222 222 - 222 - Phoenix Powerhouse - Phoenix Powerhouse Eligible hydro CA W366 60054A 264 34 34 - 34 - Portal Ridge Solar C - Portal Ridge Solar C Solar CA W5211 61684A 60311 95 95 - 95 - Potrero Hills Energy Producers - Potrero Hills Energy Producers, LLC Biomass & biowaste CA W4867 63116A 59952 302 302 0.0021 302 1 RE Astoria 1 - RE Astoria 1 Solar CA W4930 62284A 59976 1476 1,476 - 1,476 - RE Kansas South - RE Kansas South Solar CA W3109 61264A 58148 277 277 - 277 - Rising Tree Wind Farm II LLC - Rising Tree Wind Farm II LLC Wind CA W4445 62426A 59235 269 269 - 269 - Rock Creek - Rock Creek Unit 1 Eligible hydro CA W2643 62269A 275 86 86 - 86 - Rock Creek - Rock Creek Unit 2 Eligible hydro CA W2644 62269A 275 2 2 - 2 - Rock Creek - Rock Creek Unit 2 Eligible hydro CA W2644 62269A 275 127 127 - 127 - Rollins Powerhouse - Rollins Powerhouse Eligible hydro CA W699 60265A 34 408 408 - 408 - San Joaquin No. 1-A Powerhouse - San Joaquin No. 1-A Powerhouse Eligible hydro CA W345 60056A 278 1 1 - 1 - San Joaquin No. 2 Powerhouse - San Joaquin No. 2 Powerhouse Eligible hydro CA W368 60057A 278 1 1 - 1 - Sanborn Solar 1A - Sub Project S3 - Edwards Sanborn S3 Solar CA W12675 64740A 64877 82560 82,560 - 82,560 - SEPV Sierra - SEPV Sierra Solar CA W11506 63160A 64611 745 745 - 745 - Shafter Solar, LLC - Shafter Solar, LLC Solar CA W4680 62325A 59408 92 92 - 92 - Shiloh IV Wind Project, LLC - Shiloh IV Wind Project, LLC Wind CA W2780 61617A 57725 1589 1,589 - 1,589 - Sierra Pacific Burney Facility - Sierra Pacific Industry (Burney) Biomass & biowaste CA W667 60087A 50110 402 402 0.0092 402 4 Sierra Pacific Ind. (Lincoln) - Sierra Pacific Industry (Lincoln) Biomass & biowaste CA W668 60088A 10144 293 293 0.0109 293 3 Sierra Pacific Ind. (Quincy) - Sierra Pacific Industry (Quincy) Biomass & biowaste CA W669 60089A 50112 800 800 0.0479 800 38 Sierra Pacific Sonora - Sierra Pacific Sonora Biomass & biowaste CA W852 60576A 54517 98 98 0.0733 98 7 Solar Alpine LLC - Solar Alpine LLC Solar CA W2872 60755A 57295 735 735 - 735 - South Powerhouse - South Powerhouse Eligible hydro CA W370 60059A 280 92 92 - 92 - Spaulding No. 1 Powerhouse - Spaulding No. 1 Powerhouse Eligible hydro CA W371 60060A 281 140 140 - 140 - Spaulding No. 2 Powerhouse - Spaulding No. 2 Powerhouse Eligible hydro CA W372 60061A 282 61 61 - 61 - Spaulding No. 3 Powerhouse - Spaulding No. 3 Powerhouse Eligible hydro CA W373 60062A 283 95 95 - 95 - Version: April 2024
SPI Anderson 2 - SPI Anderson 2 Biomass & biowaste CA W4674 61146A 59658 637 637 0.0102 637 6 Spring Gap Powerhouse - Spring Gap Powerhouse Eligible hydro CA W374 60063A 284 161 161 - 161 - SPS Alpaugh 50 - SPS Alpaugh 50 Solar CA W2826 60945A 58003 380 380 - 380 - SPS Alpaugh North - SPS Alpaugh North Solar CA W2825 60946A 58002 120 120 - 120 - Stockton Biomass - Stockton Biomass Biomass & biowaste CA W3540 60964A 54238 1697 1,697 0.0289 1,697 49 Stroud Solar Station - Stroud Solar Station Solar CA W2203 61434A 57497 127 127 - 127 - Sunray 2- SEGS II - Sunray 2- SEGS II Solar CA W466 62694A 10437 309 309 - 309 - Sunshine Gas Producers - Sunshine Gas Producers, L.L.C. Biomass & biowaste CA W4144 60815A 58429 586 586 0.0033 586 2 Tecolote Wind - Tecolote Wind LLC Wind NM W12059 64729A 64066 100000 100,000 - 100,000 - Toadtown Powerhouse - Toadtown Powerhouse Eligible hydro CA W375 60064A 714 13 13 - 13 - Topaz Solar Farms LLC - Topaz 10-16 Solar CA W3226 61698A 57695 1709 1,709 - 1,709 - Topaz Solar Farms LLC - Topaz 17 - 20 Solar CA W3227 61698A 57695 931 931 - 931 - Topaz Solar Farms LLC - Topaz 1-9 Solar CA W3193 61698A 57695 2361 2,361 - 2,361 - Topaz Solar Farms LLC - Topaz 21 - 22 Solar CA W3229 61698A 57695 457 457 - 457 - Vaca Dixon Solar Station - Vaca Dixon Solar Station Solar CA W1455 60966A 57041 19 19 - 19 - Vasco Winds - Vasco Winds Wind CA W2401 61344A 57700 1123 1,123 - 1,123 - Victory Garden# 4 (Tehachapi) - Wind Stream Operations, LLC (VG# 4) Wind CA W502 60384A 50532 6810 6,810 - 6,810 - Volta No. 1 Powerhouse - Volta No. 1 Powerhouse Eligible hydro CA W377 60066A 290 9 9 - 9 - Volta No. 2 Powerhouse - Volta No. 2 Powerhouse Eligible hydro CA W378 60067A 180 16 16 - 16 - West Gates Solar Station - West Gates Solar Station Solar CA W3478 62352A 58206 113 113 - 113 - West Point Powerhouse - West Point Powerhouse Eligible hydro CA W379 60068A 291 425 425 - 425 - Western Antelope Blue Sky Ranch A - WABSRA Solar CA W4264 61517A 58626 249 249 - 249 - Westside Solar Station - Westside Solar Station Solar CA W2202 61433A 57499 96 96 - 96 - Willy 9 Chap 1 - Chaparral Solar, LLC Solar CA W14099 64315A 64864 39251 39,251 - 39,251 - Willy 9 Chap 2 - Chaparral Solar, LLC Solar CA W14100 63225A P393 41953 41,953 - 41,953 - Wise No. 1 Powerhouse - Wise No. 1 Powerhouse Eligible hydro CA W380 60069A 292 335 335 - 335 - - #N/A -
- #N/A -

FIRMED-AND-SHAPED IMPORTS
Facility Name Fuel Type
State or
Province WREGIS ID RPS ID
EIA ID of
REC
Source
EIA ID of
Substitute Power
Gross MWh
Procured MWh Resold
Net MWh
Procured
Adjusted Net MWh
Procured
GHG Emissions
Factor (in MT
CO2e/MWh)
GHG Emissions
(in MT CO2e)
Eligible for
Grandfathered
Emissions?
Meikle Wind - Meikle Wind Wind BC W5189 63268A P151 Unspecified Power 20000 20,000 0.4280 20,000 8,560 No Clearwater Paper Corporation - #3 turbine generator Biomass & biowaste ID W128 60533A 56356 Unspecified Power 2157 2,157 0.4280 2,157 923 No Clearwater Paper Corporation - #4 turbine generator Biomass & biowaste ID W129 60533A 50637 Unspecified Power 19268 19,268 0.4280 19,268 8,247 No Harvest Wind - Harvest Wind Wind WA W1306 60857A 57152 Unspecified Power 11204 11,204 0.4280 11,204 4,795 No Kettle Falls Woodwaste Plant - Kettle Falls Woodwaste Plant Biomass & biowaste WA W130 60495A 550 Unspecified Power 63 63 0.4280 63 27 No Kittitas Valley Wind Farm - Sagebrush Power Partners, LLC Wind WA W1876 60939A 56858 Unspecified Power 11326 11,326 0.4280 11,326 4,848 No Klondike III - Klondike Wind Power III LLC Wind OR W237 60602A 56468 Unspecified Power 3163 3,163 0.4280 3,163 1,354 No Monroe Street HED - Monroe Street HED Eligible hydro WA W218 60496A 9095 Unspecified Power 7 7 0.4280 7 3 No Nine Mile HED 2 - Nine Mile HED 2 Eligible hydro WA W283 60497A 3869 Unspecified Power 7 7 0.4280 7 3 No Post Falls HED - Post Falls 4 Eligible hydro ID W796 60498A 835 Unspecified Power 4 4 0.4280 4 2 No Seneca Sustainable Energy - Seneca Sustainable Energy Biomass & biowaste OR W2045 61090A 57457 Unspecified Power 10041 10,041 0.4280 10,041 4,298 No Upper Falls HED - Upper Falls HED Eligible hydro WA W217 60499A 9096 Unspecified Power 4 4 0.4280 4 2 No WestRock CP, LLC - Tacoma Mill Biomass & biowaste WA W1228 60697A 57099 Unspecified Power 6248 6,248 0.4280 6,248 2,674 No WestRock CP, LLC - Tacoma Mill Biomass & biowaste WA W1228 60697A 57099 Unspecified Power 508 508 0.4280 508 217 No Cape Scott Wind - Cape Scott Wind Wind BC W3959 60600A P149 Unspecified Power 20000 20,000 0.4280 20,000 8,560 No

SPECIFIED NON-RENEWABLE PROCUREMENTS
Facility Name Fuel Type
State or
Province N/A N/A N/A EIA ID
Gross MWh
Procured MWh Resold
Net MWh
Procured
Adjusted Net MWh
Procured
GHG Emissions
Factor (in MT
CO2e/MWh)
GHG Emissions
(in MT CO2e) N/A
Balch PH #1 Large hydro CA 217 4,397 3,000 1,397 - 1,397 - Balch PH #2 Large hydro CA 218 11,950 9,000 2,950 - 2,950 - Belden Large hydro CA 219 5,134 3,500 1,634 - 1,634 -
Bucks Creek Large hydro CA 220 1,667 1,000 667 - 667 -
Butt Valley Large hydro CA 221 3,541 2,000 1,541 - 1,541 - Caribou 1 Large hydro CA 222 4,780 3,000 1,780 - 1,780 - Caribou 2 Large hydro CA 223 10,327 9,000 1,327 - 1,327 - Cresta Large hydro CA 231 2,921 1,500 1,421 - 1,421 -
Drum #1 Large hydro CA 235 2,028 1,000 1,028 - 1,028 -
Drum #2 Large hydro CA 236 6,708 5,000 1,708 - 1,708 -
Electra Large hydro CA 239 9,425 8,000 1,425 - 1,425 -
Haas Large hydro CA 240 11,976 8,000 3,976 - 3,976 -
James B Black Large hydro CA 249 11,054 9,000 2,054 - 2,054 - Kerckhoff #2 PH Large hydro CA 682 12,414 9,000 3,414 - 3,414 - Kings River Large hydro CA 254 5,029 3,000 2,029 - 2,029 - Pit 1 Large hydro CA 265 4,657 3,000 1,657 - 1,657 -
Pit 3 Large hydro CA 266 8,119 6,000 2,119 - 2,119 -
Pit 4 Large hydro CA 267 9,436 7,000 2,436 - 2,436 -
Pit 5 Large hydro CA 268 16,357 14,000 2,357 - 2,357 -
Pit 6 Large hydro CA 269 6,086 4,000 2,086 - 2,086 -
Pit 7 Large hydro CA 270 6,783 4,000 2,783 - 2,783 -
Poe Large hydro CA 272 15,485 13,000 2,485 - 2,485 -
Rock Creek Large hydro CA 275 10,935 9,000 1,935 - 1,935 - Salt Springs Large hydro CA 279 4,816 3,000 1,816 - 1,816 - Stanislaus Large hydro CA 285 7,998 6,000 1,998 - 1,998 - Tiger Creek Large hydro CA 287 5,963 4,000 1,963 - 1,963 - NID-Chicago Park Large hydro CA 412 3,274 2,000 1,274 - 1,274 - Version: April 2024
Diablo Canyon Power Plant Unit 1 Nuclear CA 6099 198,702 198,702 - 198,702 - Diablo Canyon Power Plant Unit 2 Nuclear CA 6099 227,777 227,777 - 227,777 - GCPD - Priest Rapids & Wanapum Large hydro WA 3887 10,865 10,865 - 10,865 - - #N/A -

PROCUREMENTS FROM ASSET-CONTROLLING SUPPLIERS
Facility Name Fuel Type N/A N/A N/A N/A EIA ID
Gross MWh
Procured MWh Resold
Net MWh
Procured
Adjusted Net MWh
Procured
GHG Emissions
Factor (in MT
CO2e/MWh)
GHG Emissions
(in MT CO2e) N/A
#N/A -
#N/A -
#N/A -
#N/A -
END USES OTHER THAN RETAIL SALES MWh
Version: April 2024
71,235

RETIRED UNBUNDLED RECS
Facility Name Fuel Type
State or
Province RPS ID Total Retired (in MWh)
SPI Anderson 2 Onsite Load - SPI Anderson 2 Onsite Load Biomass & biowaste CA 61146A 11228 Sierra Pacific Burney Facility - SPI Burney Onsite Load Biomass & biowaste CA 60087A 9195 Sierra Pacific Ind. (Lincoln) - SPI Lincoln Onsite Load Biomass & biowaste CA 60088A 14714 Sierra Pacific Ind. (Quincy) - SPI Quincy Onsite Load Biomass & biowaste CA 60089A 12352 Sierra Pacific Sonora - SPI Sonora Onsite Load Biomass & biowaste CA 60576A 6598 Carousel Wind - Carousel Wind Wind CO 63340A 12000
Blackspring Ridge 1B - Blackspring Ridge 1B Wind Project Wind AB 60988A 2618 Blackspring Ridge 1A - Blackspring Ridge 1A Wind Project Wind AB 60987A 2405 Sierra Pacific Burney Facility - SPI Burney Onsite Load Biomass & biowaste CA 60087A 125 Total Retired Unbundled RECs
2023 POWER SOURCE DISCLOSURE ANNUAL REPORT
SCHEDULE 2: RETIRED UNBUNDLED RECS
For the Year Ending December 31, 2023
Pioneer Community Energy
Base Service
INSTRUCTIONS: Enter information about retired unbundled RECs associated with this electricity portfolio. Insert additional rows as needed. All fields in white should be filled out. Fields in grey auto-populate as needed and should not be filled out.

Version: April 2024
Adjusted Net
Procured (MWh)
Percent of Total
Retail Sales
Renewable Procurements 39.4% 628,829
Biomass & Biowaste 2.7% 43,100
Geothermal 4.5% 70,985
Eligible Hydroelectric 7.0% 112,331
Solar 13.7% 218,376
Wind 11.5% 184,037
Coal 0.0% -
Large Hydroelectric 4.0% 64,125
Natural gas 0.0% -
Nuclear 26.7% 426,479
Other 0.0% -
Unspecified Power 29.8% 475,020
Total 100.0% 1,594,453
1,594,453
346

4.5%
Total Retail Sales (MWh)
GHG Emissions Intensity (converted to lbs CO2e/MWh)
Percentage of Retail Sales Covered by Retired Unbundled RECs
2023 POWER SOURCE DISCLOSURE ANNUAL REPORT
SCHEDULE 3: POWER CONTENT LABEL DATA
For the Year Ending December 31, 2023
Pioneer Community Energy
Base Service
Instructions: No data input is needed on this schedule. Retail suppliers should use these auto-populated calculations to fill out their Power Content Labels.

Version: April 2024
2023 POWER SOURCE DISCLOSURE ANNUAL REPORT

ATTESTATION FORM
For the Year Ending December 31, 2023
Pioneer Community Energy
Base Service
I, Don Eckert, Executive Director declare under penalty of perjury, that the information provided in this report is true and correct and that I, as an authorized agent of Pioneer Community Energy, have authority to submit this report on the retail supplier's behalf. I further declare that all of the electricity claimed as specified purchases as shown in this report was sold once and only once to retail customers.

Name: Don Eckert
Representing (Retail Supplier): Pioneer Community Energy Signature:

Dated: 7/20/2024
Executed at: Rocklin, CA
Version: April 2024
If you have questions, contact Power Source Disclosure (PSD) staff at [email protected] or (916) 639-0573.

WEBSITE URL FOR

CITY, STATE, ZIP Folsom, CA 95630
PHONE 916-936-3300
EMAIL [email protected]
NAME Kirby Dusel
TITLE Consultant
MAILING ADDRESS 1839 Iron Point Road, Suite 120

CONTACT INFORMATION
2023 POWER SOURCE DISCLOSURE ANNUAL REPORT
For the Year Ending December 31, 2023

RETAIL SUPPLIER NAME
Pioneer Community Energy

ELECTRICITY PORTFOLIO NAME
Green100
Retail suppliers are required to use the posted template and are not allowed to make edits to this format. Please complete all requested information.

GENERAL INSTRUCTIONS
Version: April 2024
2,433
2,434
-
1 -
-
2,434
0 0.0000

DIRECTLY DELIVERED RENEWABLES
Facility Name Fuel Type
State or
Province WREGIS ID RPS ID N/A EIA ID
Gross MWh
Procured
MWh
Resold
Net MWh
Procured
Adjusted Net MWh
Procured
GHG Emissions
Factor (in MT
CO2e/MWh)
GHG Emissions (in
MT CO2e) N/A
Coram Energy LLC (4.5MW) - Coram Energy LLC (4.5MW) Wind CA W4886 63222A 54299 608 608 - 608 - El Dorado Powerhouse - ElDorado_7_unit1 Eligible hydro CA W905 60601A 238 609 609 - 609 - Sanborn Solar 1A - Sub Project S3 - Edwards Sanborn S3 Solar CA W12675 64740A 64877 1217 1,217 - 1,217 - - #N/A -
- #N/A -

SPECIFIED NON-RENEWABLE PROCUREMENTS
Facility Name Fuel Type
State or
Province N/A N/A N/A EIA ID
Gross MWh
Procured MWh Resold
Net MWh
Procured
Adjusted Net MWh
Procured
GHG Emissions
Factor (in MT
CO2e/MWh)
GHG Emissions
(in MT CO2e) N/A
- #N/A -
- #N/A -
- #N/A -
- #N/A -
- #N/A -
- #N/A -
- #N/A -
- #N/A -
- #N/A -
- #N/A -
- #N/A -
- #N/A -
- #N/A -
- #N/A -
- #N/A -
- #N/A -
- #N/A -
- #N/A -
- #N/A -
- #N/A -
- #N/A -
- #N/A -
- #N/A -
- #N/A -
- #N/A -
- #N/A -
- #N/A -
- #N/A -
- #N/A -
- #N/A -
- #N/A -
Retail Sales (MWh)
Net Specified Procurement (MWh)
Unspecified Power (MWh)
Procurement to be adjusted
2023 POWER SOURCE DISCLOSURE ANNUAL REPORT
SCHEDULE 1: PROCUREMENTS AND RETAIL SALES
For the Year Ending December 31, 2023
Pioneer Community Energy
Green100
GHG Emissions Intensity (in MT CO2e/MWh)
Net Specified Natural Gas
Net Specified Coal & Other Fossil Fuels
Net Specified Nuclear, Large Hydro, Renewables, and ACS Power GHG Emissions (excludes grandfathered emissions) Instructions: Enter information about power procurements underlying this electricity portfolio for which your company is filing the Annual Report.

Version: April 2024
- #N/A -

RETIRED UNBUNDLED RECS
Facility Name Fuel Type
State or
Province RPS ID Total Retired (in MWh)
Total Retired Unbundled RECs
2023 POWER SOURCE DISCLOSURE ANNUAL REPORT
SCHEDULE 2: RETIRED UNBUNDLED RECS
For the Year Ending December 31, 2023
Pioneer Community Energy
Green100
INSTRUCTIONS: Enter information about retired unbundled RECs associated with this electricity portfolio. Insert additional rows as needed. All fields in white should be filled out. Fields in grey auto-populate as needed and should not be filled out.

Version: April 2024
Adjusted Net
Procured (MWh)
Percent of Total
Retail Sales
Renewable Procurements 100.0% 2,433
Biomass & Biowaste 0.0% -
Geothermal 0.0% -
Eligible Hydroelectric 25.0% 609
Solar 50.0% 1,217
Wind 25.0% 608
Coal 0.0% -
Large Hydroelectric 0.0% -
Natural gas 0.0% -
Nuclear 0.0% -
Other 0.0% -
Unspecified Power 0.0% -
Total 100.0% 2,433
2,433
-

0.0%
Total Retail Sales (MWh)
GHG Emissions Intensity (converted to lbs CO2e/MWh)
Percentage of Retail Sales Covered by Retired Unbundled RECs
2023 POWER SOURCE DISCLOSURE ANNUAL REPORT
SCHEDULE 3: POWER CONTENT LABEL DATA
For the Year Ending December 31, 2023
Pioneer Community Energy
Green100
Instructions: No data input is needed on this schedule. Retail suppliers should use these auto-populated calculations to fill out their Power Content Labels.

Version: April 2024
2023 POWER SOURCE DISCLOSURE ANNUAL REPORT

ATTESTATION FORM
For the Year Ending December 31, 2023
Pioneer Community Energy
Green100
I, Don Eckert, Executive Director declare under penalty of perjury, that the information provided in this report is true and correct and that I, as an authorized agent of Pioneer Community Energy, have authority to submit this report on the retail supplier's behalf. I further declare that all of the electricity claimed as specified purchases as shown in this report was sold once and only once to retail customers.

Name: Don Eckert
Representing (Retail Supplier): Pioneer Community Energy Signature:

Dated: 7/20/2024
Executed at: Rocklin, CA
2023 POWER CONTENT LABEL
Pioneer Community Energy
https://pioneercommunityenergy.org/about-us/key-documents/ Greenhouse Gas Emissions Intensity
(lbs CO2e/MWh) Energy Resources
2023 Pioneer
Community
Energy Base
Service
Power Mix
2023 Pioneer
Community
Energy
Green100
Power Mix
2023 CA
Power Mix
Eligible Renewable1 39.4% 100.0% 36.9%
Biomass & Biowaste 2.7% 0.0% 2.1%
346 0 373 Geothermal 4.5% 0.0% 4.8%
Eligible Hydroelectric 7.0% 25.0% 1.8%
Solar 13.7% 50.0% 17.0%
Wind 11.5% 25.0% 11.2%
Coal 0.0% 0.0% 1.8%
Large Hydroelectric 4.0% 0.0% 11.7%
Natural Gas 0.0% 0.0% 36.6%
Nuclear 26.7% 0.0% 9.3%
Other 0.0% 0.0% 0.1%
Unspecified Power2 29.8% 0.0% 3.7%
TOTAL 100.0% 100.0% 100.0%
Percentage of Retail Sales Covered by Retired Unbundled RECs3: 4% 0% 1 The eligible renewable percentage above does not reflect RPS compliance, which is determined using a different methodology. 2 Unspecified power is electricity that has been purchased through open market transactions and is not traceable to a specific generation source. 3
Renewable energy credits (RECs) are tracking instruments issued for renewable generation. Unbundled renewable energy credits (RECs) represent renewable generation that was not delivered to serve retail sales. Unbundled RECs are not reflected in the power mix or GHG emissions intensities above.

For specific information about this electricity
portfolio, contact:

Pioneer Community Energy
1 (844) 937-7466
For general information about the Power Content
Label, visit:
https://www.energy.ca.gov/programs-and-topics/programs/power-source-disclosure-program 2023 Pioneer
Community Energy
Green100
2023 Pioneer
Community Energy
Base Service
2023 CA Utility Average
0 200
400
600
800
1000
2023 Pioneer
Community Energy
Base Service
2023 Pioneer
Community Energy
Green100
2023 CA Utility Average
■
■
■

Page 1 of 2 ends

Staff Report – Item 1d
To: The Governing Board
From: Nick Yurashku, Manager, Quantitative Analysis and Modeling Item 1d: Adopt Resolution Authorizing the Chief Executive Officer to Execute the First Amendment to the Agreement with cQuant.IO Inc. to Increase the Not-to-Exceed Amount by $32,500 to $230,000 and to Expand the Scope of Work to include Additional Services through July 18, 2025
Date: 10/24/2024

RECOMMENDATION
Adopt Resolution Authorizing the Chief Executive Officer to Execute the First Amendment to the Agreement with cQuant.IO Inc. to Increase the Not-to-Exceed Amount by $32,500 to $230,000 and to Expand the Scope of Work to include Additional Services through July 18, 2025.

BACKGROUND
On July 18, 2024, Pioneer’s Board authorized Pioneer’s CEO to execute an agreement with cQuant.IO Inc. (“cQuant”) for portfolio optimization and slice-of-day compliance requirements support in an amount not-to-exceed $197,500. cQuant’s suite of products offers unparalleled capabilities in simulating spot and basis prices, optimizing plant dispatch, and forecasting weather and load. Its advanced battery storage optimization and renewable energy valuation tools are particularly valuable in aligning with the CPUC’s mandates and supporting Pioneer’s strategic goals.

Pioneer currently cannot use the valuation tools because implementation of cQuant’s software is not expected to be completed until sometime in November. In the meantime, Pioneer’s recent expansion activity expects a doubling of its load size, whereupon a request for offers (RFO) was issued to gauge market participant availability and interest to meet that demand. The RFO yielded 17 unique offers ranging from wind to solar plus battery storage technologies from 7 different counterparties that require valuation and ranking.

ANALYSIS & DISCUSSION
In order to accurately value and compare the different offers and reply to the RFO respondents in a timely manner, Pioneer needs to engage cQuant for analytical support and add a purchase order for $32,500. Many other load-serving entities have issued RFOs in the same time period and are currently competing with Pioneer for the same resources. The analytical support includes up to 40 hours of valuation services that can be used throughout the current contract term, and a full set of fundamental forward curves that are also available for use throughout the current contract term.

Selecting the right project(s) at the most competitive price is one of Pioneer’s core values in keeping its rates low for its customers. Getting full use of cQuant’s valuation tools for assistance in ranking projects and negotiating prices would help enable Pioneer to reach that goal.

STRATEGIC PLAN
This recommendation supports the Operational Optimization Goal.

Plf)NEER

COMMUNITY ENERGY
Agenda Item: 1d Agenda Date: 10/24/2024

Page 2 of 2 ends

FISCAL IMPACT
The amendment would have an incremental fiscal impact of $32,500 from October 28, 2024, to July 21, 2025.

ATTACHMENTS

1. Resolution Authorizing the Chief Executive Officer to Execute the First Amendment to the Agreement with cQuant.IO Inc. to Increase the Not-to-Exceed Amount by $32,500 to $230,000 and to Expand the Scope of Work to include Additional Services through July 18, 2025.

2. Original agreement between Pioneer and cQuant.IO Inc.

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 October 24, 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 18, 2024 Pioneer Community Energy’s (Pioneer) Board authorized Pioneer’s CEO to execute an agreement with cQuant for portfolio optimization and slice-of-day compliance requirements support in an amount not-to-exceed $197,500; and WHEREAS, Pioneer currently cannot use the valuation tools in cQuant’s software because implementation is not expected to be completed until end of November; and WHEREAS, Pioneer’s recent expansion activity expects a doubling of its load size, whereupon a request for offers (RFO) was issued to gauge market participant availability and interest to meet that demand; and
WHEREAS, Pioneer needs to accurately value 17 unique offers (ranging from wind to solar plus battery storage technologies) from 7 different counterparties and compare the different offers and reply to the RFO respondents in a timely manner; and
WHEREAS, Selecting the right project(s) at the most competitive price is one of Pioneer’s core values in keeping its rates low for its customers and getting full use of cQuant’s valuation tools for assistance in ranking projects and negotiating prices would help enable Pioneer to reach that goal;
In the matter of: RESOLUTION AUTHORIZING THE

CHIEF EXECUTIVE OFFICER TO EXECUTE THE

FIRST AMENDMENT TO THE AGREEMENT WITH
CQUANT.IO INC. TO INCREASE THE NOT-TO-EXCEED AMOUNT BY $32,500 TO $230,000 AND TO

EXPAND THE SCOPE OF WORK TO INCLUDE
ADDITIONAL SERVICES THROUGH JULY 18, 2025
2 BE IT RESOLVED, the Governing Board of Pioneer Community Energy, State of California, hereby finds, declares, and resolves as follows:

1. The above recitals are true and correct.

2. The Governing Board hereby approves and authorizes the Chief Executive Officer to execute the first amendment to the agreement with cQuant.io inc. to increase the not-to-exceed amount by $32,500 to $230,000 and to expand the scope of work to include additional services through July 18, 2025

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

Exhibit A: First Amendment to the Agreement with cQuant.IO Inc.

Resolution 2024-xx
October 24, 2024
Administering Agency: Pioneer Community Energy
Contract Description: Portfolio Optimization, Slice-Of-Day Compliance Requirements, and Analytic Support

CONSULTANT SERVICES AGREEMENT
AMENDMENT NO. 1
THIS AGREEMENT, originally executed July 19, 2024, by and between the Pioneer Community Energy (“Pioneer”), and cQuant.IO Inc. (“Consultant”), is hereby amended as described below:
• Section 2 – “Payment” is amended for the first year of the contract to increase the not-to-exceed amount of the contract to Two Hundred Thirty Thousand Dollars ($230,000) through July 18, 2025 only
• Exhibit A – “Scope of Services” is amended for the first year of the contract to include the following additional services through July 18, 2025 only:

Professional Services & Consulting
Customized services that cQuant offers to customers to support their analytical and business objectives. Cost and scope of activities vary by engagement. • 40-hour package
Fundamental Forward Curve
Generates a 20-year hourly fundamental price forecast for market hubs across the ISO/RTO markets within the continental US. Allows users to tune assumptions around forecasted fundamental drivers (supply stack evolution, load growth, gas price, battery adoption, etc.) and view the resulting changes to the hourly price forecast.

Advanced Battery Storage Optimization
Economically optimizes battery storage assets and contracts at the hourly or sub-hourly level relative to energy and ancillary services prices, subject to contractual, operational, and market-specific constraints.
• Exhibit B – “Payment for Services Rendered” is amended for the first year of the contract to increase the not-to-exceed amount of the contract to Two Hundred Thirty Thousand Dollars ($230,000) and include the following additions to the licensed products table through July 18, 2025 only:

Licensed Products Quantity Fee
Professional Services & Consulting 1 $12,500.00
Fundamental Forward Curve 1 $20,000.00
Advanced Battery Storage Optimization 1 $0.00
Executed as of the last date indicated below:

PIONEER COMMUNITY ENERGY
By:_____________________________ Date: ______________
Name: Donald Eckert
Title: Chief Executive Officer
By:_____________________________ Date: ______________
Name: David Ruderman
Title: General Counsel
cQuant.IO Inc.

By:_____________________________ Date: ______________
Name:

Title:

CONSULTANT SERVICES AGREEMENT
THIS AGREEMENT is made at Rocklin, California, as of July 22, 2024, by and between Pioneer Community Energy, ("Pioneer"), and cQuant.IO Inc. ("cQuant") ("Consultant"), who agree as follows:

2. 3.

4. 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.

Payment. Pioneer shall pay Consultant for services rendered pursuant to this Agreement at the time and in the amount set forth in Exhibit B. The payments specified in Exhibit B shall be the only payments made to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all billings for said services to Pioneer in the manner specified therein. As discussed in Exhibit B, the amount of this contract shall not exceed One Hundred Ninety Seven Thousand Five Hundred Dollars ($197,500) per year. The ($197,500) per year consisting of $157,500 base fee and a one-time implementation cost of$40,000.

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.

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

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

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

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

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 Article 9 of Exhibit A.
- 1 -
Document Ref: S59YF-AVQVF-QVWKJ-SCWKM

10. Insurance. Consultant shall file with Pioneer concurrently herewith a Certificate of Insurance, in companies acceptable to Pioneer, with a Best's Rating ofno less than A-:VII, for the coverage shown in Exhibit D. All costs of complying with these insurance requirements shall be included in Consultant's fee(s). These costs shall not be considered a "reimbursable" expense under any circumstances.

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

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

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

13. Personnel.

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

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

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

15. Termination.

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

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

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

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

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

19. Ownership 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 ofreuse of the information by Pioneer 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 oflnterest. 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 any party, or to any employee, officer or agent of any party, which is not contained in this Agreement, shall be binding or valid.
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23. Alteration. No waiver, alteration, modification, or termination of this Agreement shall be valid unless made in writing and signed by all parties, except as expressly provided in Section 15, Termination.

24. Governing Law. This Agreement is executed and intended to be performed in the State of California, and the laws of that State shall govern its interpretation and effect. Any legal proceedings on this agreement shall be brought under the jurisdiction of the Superior Court of County of Placer, State of California, and Consultant hereby expressly waives those provisions in California Code of Civil Procedure §394 that may have allowed it to transfer venue to another jurisdiction.

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

26. 27.

PIONEER COMMUNITY ENERGY:

Pioneer Community Energy
Attn: Eric Acedo
2510 Warren Drive, Suite B
Rocklin, CA 95677
[email protected]
Phone: 916-758-8943
CONSULTANT:
cQuant.1O, Inc.

Attn: David Leevan, CEO
Address: 357 South Mccaslin Blvd., Suite 200
Louisville, CO 80027
Email: [email protected]
Phone: 303-916-1031
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.

Corporate Authority. The person executing this Agreement on behalf of Consultant warrants the he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, the Consultant is fonnally bound to the provisions of this Agreement.

Conflicts. In the event that conflicting terms arise throughout this agreement, Exhibit A shall take precedence and prevail over any other terms.
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IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written.

PIONEER COMMUNITY ENERGY
By: !Jou cd<.ert- 07-19-2024
Printed Name/Title: Don Eckert, Chief Executive Officer Approved as to Form - Special Counsel:

By: Pafrick curi!fltf 07-19-2024
Printed Name/Title: Patrick Enright, Special Counsel

CONSULTANT
By: 07-19-2024
Printed Name/Title: David Leevan, Chief Executive Officer *If Consultant is a corporation, this agreement must be signed by two corporate officers, one of which must be the secreta,y of the corporation, and the other may be either the President or Vice President, unless an authenticated corporate resolution is attached delegating authority to a single officer or other officers to bind the corporation.

Exhibits
A. Scope of Services
B. Payment for Services Rendered
C. Facilities, Equipment and Other Obligations of Pioneer D. Hold Harmless Agreement and Insurance Requirements
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cQuant.10
Terms and Conditions

EXHIBIT A

SCOPE OF SERVICES
Terms and Conditions
These Standard Terms and Conditions ("Terms and Conditions") apply to, and are incorporated by reference into, an order form ("Order Form") that has been signed by cQuant.1O, Inc. ("cQuant") and the cQuant customer identified in the Order Form ("Customer"). The signed Order Form, together with these Terms and Conditions, state the terms of a binding contract (this "Service Contract") under which cQuant shall provide, and Customer shall purchase and pay for, the services described in the Order Form (the "Services").

ARTICLE 1: Introductory Provisions
Services may consist of the following:
a. access to the hosted cQuant Analytics Platform ("Hosted Analytics Services"), which enable Customers to access and use a variety of models, including econometric, statistical, mathematical, problem solving, and logistical models (each a "Model"), that are hosted by or on behalf of cQuant in a proprietary web application; and
b. professional services ("Professional Services"), which are custom software development services or data-related services that have been negotiated by cQuant and Customer and have been specified in an Order Form.

ARTICLE 2: Definitions
The definitions stated in this Article will apply throughout this Service Contract. other definitions are stated elsewhere in this Service Contract.
"Content" means, without limitation, any and all information, data, results, ideas, plans, sketches, texts, files, links, images, photos, video, sound, inventions (whether or not patentable), notes, works of authorship, articles, feedback, or other materials. Models are not included in "Content". "cQuant Technology" means: (a) Intellectual Property contained in or otherwise related to one or more Models, to any Hosted Analytics Services, or to any other information or materials provided by cQuant to Customer; (b) Intellectual Property and proprietary technology owned by cQuant or its suppliers before the Effective Date; and (c) cQuant Work Product. For clarity, cQuant Technology does not include Customer Data.
"cQuant Work Product" means all work product, including Models (but excluding Customer Data incorporated into any Models), and all Intellectual Property embodied therein, that was created or developed by cQuant, alone or in concert with others, in the course of performing Professional Services.

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"Customer Data" means any Content provided for, imported into, or uploaded to the Site by Customer or on Customer's behalf, and any information, data, or other materials generated from the Site based on such Content, in the course of Customer's proper use of Hosted Analytics Services. Nothing herein grants or transfers title or ownership of any of Customer's Data from Customer to cQuant. "Customer Work Product" means all work product, and the Intellectual Property therein, that was created or developed solely by Customer, including such work product that was created or developed by using Hosted Analytics Services.
"Documentation" means all specifications, user manuals, and other technical materials relating to the Services.
"Effective Date" of this Service Contract means the date on which the Order Form has been signed by cQuant and Customer.
"Intellectual Property" means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) patents, patent applications, invention disclosures, and industrial property rights; (c) trade secrets and know-how; (d) trademarks, tradenames, service marks, domain names, and URLs; (e) trade dress, industrial design rights, and other design rights; (f) all other items commonly regarded as intellectual property anywhere in the world; (g) all registrations, applications, renewals, extensions, or reissues of any of the foregoing; and (h) all rights in, to, or under any of the foregoing arising under a license, lease, or other legal instrument. Nothing herein grants or transfer title or ownership to either party's Intellectual Property rights to the party.
"License Term", for a Hosted Analytics Services specified in the Order Form, if any, means the period during which a specified number of Users are permitted and licensed to use that Hosted Analytics Services. The License Term for any Hosted Analytics Services is stated in the Order Form. "Order Form" means the form for the initial subscription for the Service and any subsequent order forms submitted and accepted online or in written form and specifying among other things, the number of Users, the Models licensed, the applicable fees, the billing period, and other changes as agreed to between the parties, each of which becomes incorporated into and a part of these Terms. "Person", whether or not capitalized, means any natural person and any corporation, limited liability company, government or governmental agency, or other legal entity. "Site" means the cQuant website through which Hosted Analytics Services are provided. "Third Party" means any person other than cQuant or Customer. "User" is a person authorized in accordance with this Service Contract to access, use, and execute Hosted Analytics Services.

ARTICLE 3: Hosted Analytics Services

3.1 License Grant. Subject to the terms and conditions of this Agreement, cQuant hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable license (the "License"), which (a) permits Customer and Users to access, use, and execute the Hosted Analytics Services specified in the Order

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Form, and (b) is subject in all respects to the limitations stated in Section 3.2 and all other provisions of this Service Contract.

3.2 Limitations on the License
All rights not expressly granted to Customer are reserved to cQuant. Except as expressly stated to the contrary in this Service Contract, no express or implied license or right of any kind is granted to Customer regarding any Hosted Analytics Services, cQuant Technology, or any part of the foregoing, including the right to obtain possession of any source code, data, or Documentation relating to cQuant Technology. The Parties disclaim the existence or granting of any implied licenses.

The License permits access to and use of the Hosted Analytics Services ordered by Customer (i) only during the License Term, and (ii) only for Customer's internal business purposes. Any other access or use is prohibited. Without limiting the generality of the foregoing, Customer may use, reproduce, distribute, create derivative works of, perform, display, or execute a Model solely in the course of Customer using the Hosted Analytics Services over the Internet, in the manner in which it was intended to be used, and not otherwise.

Customer will not remove any copyright or other proprietary notice applicable to any Model or Hosted Analytics Services. Nothing in this Service Contract restricts Customer's use, distribution, or creation of derivative works with respect to any Customer Data.

3.3 Other Prohibited Acts. Customer shall not: (a) permit or suffer any person to access or use Hosted Analytics Services ordered by Customer, other than the specific Users for whom Customer has paid a fee and has received unique login credentials; (b) rent, lease, loan, or sell access to Hosted Analytics Services to any third party; (c) interfere with, disrupt, alter, translate, or modify any Hosted Analytics Services or any part thereof; (d) reverse engineer or access any Hosted Analytics Services in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions, or graphics of any Hosted Analytics Services; or (iii) copy any of the ideas, features, functions, or graphics embodied in any Hosted Analytics Services; (e) without cQuant's express written permission, introduce software or automated agents or scripts to any Hosted Analytics Services so as (A) to produce multiple accounts, generate automated searches, requests, and queries, or (B) to strip or mine data from any Hosted Analytics Services; (f) perform or publish any performance or benchmark tests or analyses relating to any Hosted Analytics Services or the use thereof; or (g) cover or obscure any page or part of any Hosted Analytics Services via HTML/CSS, scripting, or any other means, if any.

3.4 Usernames and Passwords. cQuant shall furnish to each User (or shall allow each User to specify) a unique username and password to enable such User to access any Hosted Analytics Services specified in the Order Form. Customer will ensure that each username and password will be used only by the specific, named User to whom it was issued, i.e., this is not a software license of the type commonly referred to as a "concurrent use license". Customer is responsible for maintaining the confidentiality of all Users' usernames and passwords, and is solely responsible for all activities that occur under those usernames. Customer agrees (a) not to allow a third party to use Customer's account, usernames or passwords at any time; and (b) to notify cQuant promptly of any actual or suspected (i) unauthorized use of Customer's account, usernames or passwords, or (ii) other breach or suspected breach of this Service Contract. cQuant reserves the right to terminate any username and password, which cQuant reasonably determines may have been used by an unauthorized third party. A User license may not be

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shared or used by more than one User. Customer, upon notification to cQuant, may reassign a particular User's rights with regard to the Hosted Analytics Services specified in the Order Form, if that User no longer requires access to the Hosted Analytics Services specified in the Order Form, e.g., because he or she has been reassigned to a different position within Customer's organization or because his or her employment with Customer has terminated; such reassignment must include all the rights of the User in question.

3.5 Not a Sale. This is not an agreement of purchase or sale; computer software and other cQuant Technology involved in the provision of Hosted Analytics Services is not offered for sale to cQuant customers in the ordinary course of cQuant's business.

ARTICLE 4. Intellectual Property

4.1 cQuant Technology. cQuant Technology, which term includes cQuant Work Product, is the exclusive property of cQuant or its suppliers. Customer shall assign and hereby does assign, convey, and quitclaim unto cQuant all Customer's right, title, and interest in, to, and under cQuant Technology. Customer hereby assigns to cQuant any suggestions, ideas, enhancement requests, feedback, and recommendations, and all other Content provided by Customer, related to any Models, Hosted Analytics Services, or other cQuant Technology, except for Customer Data.

4.2 Customer Work Product. Customer Work Product is the sole and exclusive property of Customer.

4.3 Commingling of Work Product. The incorporation of any Customer Work Product into cQuant Work Product will not affect the ownership of such Customer Work Product or the cQuant Work Product.

4.4 Assistance in Perfecting Rights. Customer will perform all acts that are reasonably necessary or desirable to permit and assist cQuant in obtaining, perfecting, and enforcing cQuant's rights and benefits in, to, and under Intellectual Property embodied in cQuant Technology. If cQuant is unable for any reason to secure the signature of Customer or any of Customer's employees or contractors on any document necessary or desirable in connection with the filing, prosecution, registration, or memorialization of cQuant's rights in any cQuant Technology, Customer hereby irrevocably designates and appoints cQuant and cQuant's duly authorized officers and agents as Customer's agents and attorneys-in-fact to do so in the name, place, and stead of Customer, all with the same legal force and effect as if the document or instrument in question were executed by Customer. The foregoing is deemed a power coupled with an interest and is irrevocable.

ARTICLE 5. Professional Services

5.1 Fees and Expense Reimbursement. cQuant's fees and other charges for Professional Services will be as stated in the applicable Order Form. Unless otherwise stated in an Order Form, Customer will reimburse cQuant for all reasonable out-of-pocket expenses actually incurred by cQuant in performing Professional Services. cQuant will seek Customer approval before incurring reimbursable expenses. cQuant is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing Professional Services.

5.2 Work Orders. Each Order Form for Professional Services will contain, as an attachment, a full description of the Professional Services to be rendered by cQuant thereunder, which attachment is referred to in this Service Contract as a "Work Order". Each Work Order will be deemed an integral part

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of the Order Form to which it is attached. Work Orders will include all material information regarding the Professional Services project, including, but not limited to: a reasonably detailed description of the Professional Services to be rendered; the price or compensation to be paid by Customer for the Professional Services, itemized in reasonable detail; any applicable deadlines, milestones, or special requirements; and any other material terms negotiated by the Parties.

5.3 Independent Contractor. With respect to the provision of Professional Services, cQuant is an independent contractor of Customer. Nothing in this Service Contract or any Order Form creates a partnership, agency, joint venture, employment, or similar relationship. cQuant will not be entitled to any of the benefits that Customer may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing, or retirement benefits. cQuant is not authorized to make any representation, contract, or commitment on behalf of Customer unless specifically requested or authorized in writing to do so by a Customer manager.

ARTICLE 6. Customer Data

6.1 Customer's Data Warranty. Customer represents and warrants that the use of Customer Data by Customer or cQuant will not violate the Intellectual Property, contractual, or other rights of any third party and will not contain any virus, worm or other malicious computer programming code capable of damaging any Hosted Analytics Services or the systems that provide the same ("Customer's Data Warranty").

6.2 Systems Use and Security. cQuant shall provide reasonable logical and physical security for Customer Data, which will include, but will not be limited to: (a) a defined security administration practice and process including account and password administration; and (b) ensuring that only cQuant employees and contractors who need to access Customer Data for cQuant to provide Hosted Analytics Services will have such access. cQuant may modify its security systems and procedures from time to time, in its discretion. Notwithstanding the foregoing provisions of this paragraph, cQuant may delegate and or all its obligations under this Section 6.2 to a reputable professional hosting provider, and cQuant will deemed released from performing any of the obligations so delegated.

6.3 Data Loss. cQuant endeavors to employ best industry practices, including backing up Customer Data, to avoid loss, corruption, or destruction of Customer Data ("Data Loss"). Customer shall archive, keep, and maintain a current copy of all Customer Data, at Customer's sole cost and expense. If a Data Loss occurs because of cQuant's negligence or greater fault, cQuant will engage a professional data recovery expert or firm, at cQuant's expense, in an effort to recover the Customer Data; provided, however, that cQuant will not be required to expend more than $10,000 in such recovery efforts for any single Data Loss or series of related Data Losses. If a Data Loss occurs as the result of any cause other than cQuant's negligence or greater fault, and Customer requests cQuant to perform recovery services with respect to that Data Loss: (a) Customer shall pay cQuant for such recovery services at cQuant's then-current time and materials rates, regardless of whether cQuant's recovery services are successful; and (b) cQuant's recovery services will be without warranty of any kind. Except as expressly stated above in this paragraph, cQuant will incur no liability or obligation as a result of any Data Loss, regardless of whether the Data Loss results from the negligence or greater fault of cQuant.

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6.4 Access to Customer Data On Termination
Except as provided in subsection "(b)", if Customer's access to or subscription for Hosted Analytics Services is terminated, and if Customer requests an electronic copy of its Customer Data in writing within 30 days after such termination, cQuant shall comply with the request. cQuant may delete permanently all Customer Data at any time more than 30 days after Customer's access to or subscription for Hosted Analytics Services is terminated, regardless of the circumstances of termination. cQuant may suspend Customer's access to Customer Data throughout any period during which Customer is delinquent in paying any amount owing to cQuant for Hosted Analytics Services. If Customer remains delinquent for 10 days or more after receiving written notice of the delinquency from cQuant, cQuant in its discretion may delete all Customer Data and will not be required to retain or provide a copy of the Customer Data so deleted.

6.5 cQuant's Collection and Use of Customer Data and Usage Data. cQuant will not disclose Customer Data to any third party except in anonymized and aggregated form and will not knowingly and intentionally use Customer Data for any purpose other than rendering Services to Customer. cQuant collects data regarding the usage of Hosted Analytics Services; the usage data so collected may include, without limitation, data set sizes, Model run-times, and frequency of Model runs. Customer hereby grants cQuant permission to disclose such usage data to third parties in anonymized and aggregated form.

6.6 Customer Logos. Customer hereby grants cQuant a non-exclusive, worldwide, royalty-free, and fully-paid license to display Customer's logos, so long as no representation is made expressly or impliedly that Customer endorses cQuant or its products or services.

ARTICLE 7. Payment

7.1 Charges. Customer shall pay all fees to Customer's account in accordance with the billing terms in effect at the time a fee is due and payable. Unless mutually agreed otherwise, payments must be made in advance. All payment obligations are non-cancelable, and all amounts paid or prepaid are nonrefundable. cQuant may require a valid credit card as a condition to signing up for a Hosted Analytics Services. An individual who is authorized to act as license administrator on behalf of Customer ("License Administrator") may add license rights by executing an additional or supplemental Order Form and paying the applicable fees. cQuant reserves the right to modify its fees and charges and to introduce new charges at any time, upon 30 days' prior notice to Customer, which notice may be provided by email, except that cQuant may not modify the fees applicable to any period for which Customer has prepaid with cQuant's consent.

7.2 Billing
cQuant charges and collects in advance for Hosted Analytics Services. Professional Services will be billed as stated in the applicable Order Form or Work Order.

Any amounts not paid to cQuant when due will bear interest at the lesser of 1.5% per month or the maximum legal rate. Upon thirty (30) days written notice of any outstanding amount and cQuant intention to withhold performance and discontinue service to Customer, cQuant may suspend its

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performance and discontinue all services to Customer, including Services under this Service Contract and other services, until Customer's account is brought current.

Customer shall provide cQuant with complete and accurate billing and contact information. This information includes Customer's legal company name, street address, email address, and the name and telephone number of an authorized billing contact and License Administrator. Customer shall update its billing and contact information within 30 days after any change occurs. Customer's furnishing of false billing or contact information constitutes grounds for cQuant's termination of Services.

7.3 Taxes
cQuant's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for the payment of all such taxes, levies, or duties, excluding only United States taxes based solely on cQuant's income.

No part of cQuant's compensation will be subject to withholding by Customer for the payment of any taxes, including, without limitation, social security, federal, state, local, and payroll. Customer will regularly report all payments made to cQuant to the appropriate federal, state, and local agencies, if and as required by law.
cQuant is solely responsible for filing all tax returns and making all tax payments required in connection with the performance of Services.

ARTICLE 8. cQuant's Warranties and Disclaimers

8.1 cQuant's Limited Warranties, including Uptime Warranty. Subject to the disclaimers, limitations, and restrictions stated in this Service Contract, cQuant provides the following limited warranties: (a) that cQuant will provide Hosted Analytics Services in a manner consistent with general industry standards applicable to technical subscription services similar to the Hosted Analytics Services; and that the Hosted Analytics Services will materially conform to cQuant's then-current Documentation when used under normal circumstances and in accordance with cQuant's recommendations; (b) cQuant will perform Professional Services in a good and workmanlike manner; and (c) that Customer's use of any cQuant Work Product or Hosted Analytics Services in a manner expressly authorized by cQuant in this Service Contract will not infringe the Intellectual Property rights of any third party (the limited warranty stated in subsection "(c)" being the "Non infringement Warranty"). In addition to the warranties stated above in this paragraph, with respect to Hosted Analytics Services, cQuant provides the Uptime Warranty, as defined in cQuant's standard Service Level Agreement, set forth below ..

If Customer notices cQuant of a breach of the warranty in Section 8.1(a) or (b), cQuant will re-perform the nonconforming Service; if the nonconforming Service cannot be brought into compliance with the Limited Warranty to the mutual satisfaction of the parties after reasonable efforts, cQuant at its option may terminate the Agreement in whole or in part and refund fees paid with respect to the terminated portion for the remainder of the Term

8.2 Disclaimers. The limited warranties stated in Section 8.1 (collectively, "cQuant's Limited Warranties") are the sole and exclusive warranties made with respect to any Services and are made to Customer only; no other person may assert a claim for the breach of any of cQuant's Limited Warranties. EXCEPT FOR CQUANT'S LIMITED WARRANTIES, THE SERVICES ARE PROVIDED "AS-IS" AND

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WITHOUT ANY WARRANTY WHATSOEVER. CQUANT DISCLAIMS ALL OTHER WARRANTIES, WHETHER

WRITTEN, ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED

WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: CQUANT DOES NOT WARRANT THAT ANY SERVICE, INCLUDING ANY MODELS, WILL BE ERROR-FREE; AND EXCEPT AS EXPRESSLY

STATED IN THE UPTIME WARRANTY, CQUANT DOES NOT WARRANT THAT ANY HOSTED ANALYTICS SERVICES WILL BE CONTINUOUS OR UNINTERRUPTED. ALL SERVICES MAY BE SUBJECT TO

LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CQUANT IS NOT RESPONSIBLE FOR, AND CQUANT'S LIMITED

WARRANTIES DO NOT COVER, ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.

ARTICLE 9. Indemnification

9.1 cQuant agrees, at its sole cost and expense, to indemnify, defend with counsel reasonably approved by Customer, and protect and hold harmless Customer, its officers, directors, employees, agents, attorneys, designated volunteers, successors and assigns, and those Customer agents serving as independent contractors in the role of Customer staff (collectively "Customer lndemnitees") from and against any and all liabilities, damages, losses, judgments, fines, and expenses, including reasonable attorneys' fees and costs, resulting from or incurred as a result of any action, suit, proceeding, or claim brought or made by a third party (a "Third-Party Claim") arising out of or related to cQuant's breach of this Agreement. Consultant agrees that its indemnity and defense obligations include all costs and expenses, including all attorney fees, expert fees, mediation, arbitration, or court costs in connection with the defense.

9.2 If a Third-Party Claim asserts or involves an allegation that cQuant violated the Noninfringement Warranty and the Software subject to the Third-Party Claim (the "Infringing Materials") is held, or in cQuant's opinion is reasonably likely to be held, by a court of competent jurisdiction to violate, infringe, or misappropriate a third party's Intellectual Property rights, cQuant shall (in addition to providing indemnification under Section 9.2), at its sole option and expense, (a) procure for Customer the right to continue using the Infringing Materials; (b) replace or modify the Infringing Materials so that they become non-infringing (such modification or replacement shall be materially similar to the original); or, (c) if neither (a) nor (b) is practicable in cQuant's sole discretion, terminate the Agreement and refund to Customer the fees paid with respect to the Infringing Materials (less the value that Customer received from the Infringing Materials prior to termination). This Section 9.2 is Customer's exclusive remedy, and cQuant's sole obligation, in the event of a breach of the Noninfringement Warranty.

9.3 cQuant shall have no obligation under Sections 9.1 and 9.2 to the extent that a Third-Party Claim arises out of or relates to: (a) Customer's breach of the Agreement;(b) Customer's breach of any other agreement to which it is subject, including license terms applicable to third-party software;(c) alteration of any Software or other materials provided by cQuant by any person other than cQuant; or (d) the combination of any portion of the Software or other materials provided by cQuant with any services, products, or other materials not provided by cQuant (unless expressly authorized in the Documentation).

9.4 The cQuant's obligations under this Section 9 apply regardless of the existence or amount of insurance the cQuant carries or has made available to Customer.

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9.5 The Parties agree that this Section 9 survives the expiration or earlier termination of the Agreement.

9.6 By Customer. Customer will indemnify, defend, and hold harmless cQuant from and against any Third-Party Claim asserted against cQuant alleging facts that, if true, establish th'at (a) Customer used the Services in an unlawful, improper, or unauthorized manner; or (b) breached the Customer's Data Warranty stated in Section 6.1.

9.7 Procedure. Each indemnifying party's obligations as set forth above, with respect to any particular Claim, are conditioned upon each of the following: (a) the indemnified party shall promptly notify the indemnifying party in writing of the Claim; (b) the indemnifying party shall have sole control of the defense or settlement of the Claim; and (c) the indemnified party shall cooperate with the indemnifying party to facilitate the settlement or defense of the Claim; provided, however, that an indemnified party's failure to notify an indemnifying party of a Claim promptly shall not relieve the indemnifying party of its indemnification obligations except to the extent that such failure caused actual prejudice or damage to the indemnifying party. An indemnifying party's obligations under this Article include, without limitation, the payment of all damages, costs, and attorneys' and experts' fees, whether incurred in satisfaction of a judgment or in settlement; provided, however, that an indemnifying party will not be required to indemnify for any amount paid in settlement unless the settlement disposes of all Claims against the indemnifying party.

ARTICLE 10. Limitations on Damages

10.1 EXCLUSION OF CERTAIN TYPES OF DAMAGES. TO THE EXTENT PERMITTED UNDER APPLICABLE

LAW, IN NO EVENT SHALL CQUANT, OR ITS SUPPLIERS OR LICENSORS, BE LIABLE TO CUSTOMER FOR

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

INCLUDING DAMAGES FOR LOST PROFITS, DATA LOSS, LOSS OF USE, DIMINISHED GOODWILL OR REPUTATION, OR REPLACEMENT. IN NO EVENT WILL CQUANT BE LIABLE FOR THE COST OF PROCURING OR USING SUBSTITUTE PRODUCTS OR SERVICES, I.E., "COVER". TO THE EXTENT

PERMITTED UNDER APPLICABLE LAW, CQUANT WILL NOT BE LIABLE FOR PERSONAL INJURY, BODILY

INJURY, OR PROPERTY DAMAGE RESULTING FROM THE PROVISION, PERFORMANCE, USE, INABILITY TO USE, OR MISUSE OF THE SERVICES. THE LIMITATIONS STATED ABOVE IN THIS PARAGRAPH APPLY

REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF CQUANT HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES.

10.2 CUSTOMER'S ASSUMPTION OF RISK. CUSTOMER ASSUMES ALL RISK OF DAMAGE, EXPENSE, OR LOSS RESULTING FROM ITS USE OF THE SERVICES. WITHOUT LIMITING THE GENERALITY OF THE

FOREGOING, CQUANT WILL NOT BE LIABLE UNDER ANY THEORY FOR DAMAGES, EXPENSES, OR LOSSES INCURRED OR SUSTAINED AS A RESULT OF ITS USE OF OR RELIANCE ON THE SERVICES, E.G., TRADING OR HEDGING LOSSES.

10.3 Certain Person Not Liable. In addition to the limitations stated elsewhere in this Article, in no event shall cQuant's suppliers have any liability arising out of or in connection with any Service.

10.4 LIMITATION AS TO AMOUNT OF DAMAGES. THE MAXIMUM LIABILITY OF CQUANT OR ANY OF ITS

SUPPLIERS OR LICENSORS ARISING OUT OF OR IN CONNECTION WITH ANY SERVICES MAY NOT EXCEED THE FEES PAID BY CUSTOMER TO CQUANT FOR ANY SERVICES DURING THE 12 MONTHS IMMEDIATELY

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PRECEDING THE DATE ON WHICH THE CLAIM AROSE. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT INCREASE THE AFOREMENTIONED LIABILITY LIMIT.

10.5 Basis of the Bargain. The limitations and exclusions stated in this Article will survive and continue in full force and effect despite any failure of consideration or failure of an exclusive remedy. Both parties acknowledge that this Service Contract has been entered into in reliance upon these limitations of liability, which form an essential basis of the bargain between the parties.

ARTICLE 11. Confidentiality

11.1 Definition of Customer Confidential Information. "Customer Confidential Information" means (a) all technical and non-technical information related to the Customer's business or its current, future, and proposed products or services, including trade secrets, financial results, and plans, marketing plans, and customer and vendor data; and (b) any information that Customer has received from others and is obligated by contract or otherwise by law to treat as confidential or proprietary. Notwithstanding the foregoing, "Customer Confidential Information" does not include any information that: (i) is or becomes known to members of the public, through no fault of cQuant; (ii) is provided to cQuant by a third party who, to cQuant's actual knowledge, did not commit a breach of duty or other wrongful act in doing so; (iii) is independently developed by cQuant or is previously known to cQuant; (iv) is required to be disclosed by court order or legal process, but only if cQuant makes commercially reasonable efforts to inform Customer of such order or process in advance of disclosure.

11.2 Nondisclosure and Nonuse of Customer Confidential Information. cQuant shall not use, disseminate, or disclose Customer Confidential Information to any third party without the consent of Customer. cQuant shall use Customer Confidential Information solely to perform Work and otherwise to perform its obligations under this Service Contract. cQuant shall treat all Customer Confidential Information with the same degree of care as cQuant accords cQuant's own confidential information, but in no case shall cQuant use less than reasonable care. cQuant shall disclose Customer Confidential Information only to those of cQuant's employees and contractors who have a need to know such information in performing their employment or contracting responsibilities. Each such employee or contractor will have agreed to be bound by terms and conditions that at least as protective of Customer Confidential Information as the terms and conditions applicable to cQuant under this Article. cQuant shall return all Customer Confidential Information to Customer on demand at such time as it is no longer needed to perform Work; provided, however, that cQuant may retain a copy solely for archival purposes, for use or production pursuant to court order or legal process.

11.3 Confidentiality of cQuant Work Product. All cQuant Work Product is proprietary and confidential to cQuant. Except as expressly stated in the applicable Work Order, Customer shall not disclose cQuant Work Product to any third party or use it for any purpose other than the approved purposes stated in the applicable Work Order.

11.4 Prohibition against Reverse Engineering. Customer shall not reverse engineer any Hosted Analytics Services or cQuant Work Product. If Customer does so: (a) cQuant will own all rights in and to the results of such reverse engineering, including all Intellectual Property embodied therein; (b) all such results will be deemed cQuant Work Product; and (c) Customer will assign and transfer to cQuant, and hereby does assign and transfer to cQuant, all right, title, and interest in and to such results.

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11.5 Cooperation. In the event Customer gives cQuant written notice of a "litigation hold" or a request for records under the California Public Records Act (Gov. Code§ 6250 et seq.), then as to all data identified in such notice, cQuant shall, at no additional cost to Customer, isolate and preserve all such data pending receipt of further direction from Customer.

11.6 Public Records Act. It is understood that Customer is subject to the California Public Records Act (Gov. Code§ 6250 et seq.).

ARTICLE 12. Termination

12.1 Term
Hosted Analytics Services. The terms and conditions of this Service Contract will apply, as to any Hosted Analytics Services, throughout the applicable License Term, unless terminated earlier under another provision of this Service Contract. The License Term and Customer's obligation to pay subscription fees will renew and continue automatically on a year-to-year basis after the expiration of the then-current License Term, unless Customer gives cQuant written notice of its desire not to renew the License Term, at least three business days before the end of the then-current License Term. The fees to be charged during the License Term as so renewed will not change upon renewal; provided, however, that if cQuant notifies Customer of a price increase, not to exceed five percent, at least ten business days before the end of the then-current License Term, the price increase will apply during the License Term as so renewed.

Professional Services. The terms and conditions of this Service Contract will apply, as to any Professional Services, until the final completion and acceptance of such Professional Services or until terminated under the terms of an applicable Order Form or Work Order.

Effect of Termination; Survival. Upon and after termination, cQuant will cease rendering Services under this Service Contract. Except as stated in the preceding sentence, the terms and conditions of this Service Contract will survive termination for so long as necessary to carry out the intent of the parties.

12.2 Termination of Hosted Analytics Services
By Customer. Customer may terminate any Hosted Analytics Service before its scheduled termination date, for convenience, by so notifying cQuant at any time. Termination will become effective three business days after notice, subject to any contrary provision stated in the applicable Order Form, e.g., a minimum License Term. Fees and other amounts prepaid by Customer will not be refunded upon termination under this paragraph, even if they relate to an unexpired portion of the License Term.

By cQuant. cQuant may terminate any Hosted Analytics Service before its scheduled termination date if (a) Customer has breached any provision of this Service Contract and has failed to cure such breach within 10 calendar days after cQuant notifies Customer of the breach; (b) cQuant is required to do so by law; (c) cQuant's provision of the Hosted Analytics Services to Customer is, in cQuant's opinion, no longer commercially viable; or (d) cQuant has elected to discontinue the Hosted Analytics Service.

Procedures upon Termination of Hosted Analytics Services. Upon termination of any Hosted Analytics Service: Customer will no longer have access to the terminated service and shall not attempt to access or use it; the terminated service will be deactivated; and the provisions of Section 6.4 regarding Customer Data will apply.

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ARTICLE 13. Contract Formation; Changes; Precedence

13.1 Acceptance by Customer. Customer will be deemed to have accepted this Service Contract and to have signed the Order Form if Customer receives and accepts any Services. Order Forms may be signed by electronic or digital means or by email correspondence indicating that assent or acceptance was intended.

13.2 Customer Responsible for Acts of Users. Customer is responsible for the acts or omissions of its Users and other employees and contractors occurring in connection with this Service Contract. This Service Contract will apply to all Users; provided, however, that Users' rights derive entirely from Customer's rights; Users have no independent rights to use or access any Services.

13.3 Representation of Authority to Bind Customer. An individual who signs the Order Form on behalf of Customer represents that he or she has the authority to do so.

13.4 Changes, Modifications, Amendments, and Waivers
Unilaterally. Except as otherwise provided in this Service Contract, cQuant may change any of these Terms and Conditions; any such change ("Change") will take effect 30 days after cQuant sends Customer a notice describing the change, by email addressed to Customer's email address as shown on cQuant's records. If and only if a particular Change is intended to apply across-the-board to all of cQuant's customers, it will be posted on the Site, but cQuant's decision not to post a particular Change on the Site will not affect its applicability to Customer. If Customer continues to use the Service to which a particular Change applies, after the effective date of that Change, Customer will be deemed to have accepted that Change.

By Mutual Consent; Precedence of Order Form. Any provision of this Service Contract may be modified by mutual, written consent of the Parties. The Order Form may contain a modification of this Service Contract, and in such case the parties' signatures on the Order Form will constitute their written consent to modify this Service Contract accordingly. In case of any inconsistency between this Service Contract and the Order Form, the Order Form will control and take precedence. No waiver of a breach of any provision of this Service Contract shall constitute a waiver of any other or subsequent breach.

ARTICLE 14. General

14.1 Governing Law and Venue. This Service Contract will be governed by and interpreted under the laws of the State of California, without giving effect to any conflict of laws principles that require the application of the law of a different jurisdiction, except that the laws of the United States will apply to questions of copyright, patents, and other exclusively federal matters. Customer hereby consents to the exclusive personal jurisdiction and venue of the state court in Placer County, California, or if appropriate, the federal courts located in the Eastern District of the State of California. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Service Contract. Customer shall comply at all times with all applicable laws, ordinances, regulations, and statutes, whether foreign or domestic. Without limiting the generality of the foregoing, Customer will not export, reexport, or transfer, directly or indirectly, any United States technical data acquired from cQuant, or any products utilizing such data, in violation of the United States export laws or regulations.

Customer, as a Joint Powers Authority, is a separate public entity from its constituent members and will be solely responsible for all debts, obligations and liabilities accruing and arising out of this Agreement.

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Consultant acknowledges that it will have no rights and agrees not to make any claims, take any actions or assert any remedies against any of Customer's constituent members in connection with this Agreement.

14.2 Local Laws. cQuant and its suppliers make no representation that any Hosted Analytics Services is appropriate or available for use in countries other than the United States. If Customer uses any Hosted Analytics Services from outside the United States, Customer is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Neither party shall distribute or use any Content in a manner that violates United States law.

14.3 Certain Rules of Construction. Headings and titles in these Terms and Conditions are for reference only and will be ignored for purposes of construing and applying the terms hereof. The word "including" will be construed as though it is followed by the words "without limitation". References to this Service Contract will be deemed to include and constitute references to all related Order Forms and Work Orders. References to an article or section of this Service Contract will be construed as references to that article or section and all its parts and subparts.

14.4 Successors and Assigns. cQuant may not subcontract or otherwise delegate cQuant's Professional Services obligations under this Service Contract without Customer's prior written consent. This Service Contract will inure to the benefit of, and will be binding upon, the heirs, successors, and permitted assigns of the parties, respectively.

14.5 Injunctive Relief. Injunctive relief will be available to either Party to prevent or stop a breach by the other Party of its confidentiality or nonsolicitation obligations, if any, or in any other appropriate circumstances.

14.6 Notices. Any required or permitted notice must be in writing, which includes email. Notice will be deemed given when it is actually received and will be presumed received and read within one business day after it is sent. Notice to cQuant must be sent to: [email protected]. Notice to Customer must be sent to Customer's email addresses stated in the applicable Order Form or Work Order. Either party may change its email address for notice purposes by giving written notice of the change to the other party.

14.7 Severability. If any provision of this Service Contract is held invalid or unenforceable, the other provisions of this Service Contract will remain valid and enforceable, and the invalid or unenforceable provision will be deemed modified insofar as it necessary to render it valid, enforceable and conforming as closely as possible to the intent of the parties. The court is hereby given the authority to modify this Service Contract to effectuate the preceding sentence.

14.8 Entire Agreement. These Terms and Conditions and all related Order Forms and Work Orders, which together comprise this Service Contract, constitute the entire agreement between the parties relating to its subject matter and supersede all prior and contemporaneous agreements concerning such subject matter, whether written or oral.

14.9 Effectiveness. This Service Contract will be effective from and after the Effective Date and will continue in effect as stated in Section 12.1.

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SERVICE LEVEL AGREEMENT
Uptime Warranty
cQuant warrants that the Uptime percentage, as defined below, will equal or exceed 99.5% in each month throughout the Term ("Uptime Warranty"). The "Uptime Percentage", during any calendar month, is equal to (x) the number of minutes that Customer is able to access the Service on a continuous basis during that calendar month divided by (y) the total number of available minutes during the same month. For purposes of the foregoing, the Customer will be considered able to access the Service on a continuous basis, and the Uptime calculation will not be affected, during any and all of the following circumstances; (a) planned outages outside of normal business hours where cQuant has provided Customer with a timely Notice of Downtime as described below ; or (b) any interruption in the ability of Customer to access the Service that continues for less than 10 minutes or results from causes beyond cQuant's control, including, but not limited to (i) any failure in Customer's own computer systems, telephone equipment, hardware, software or other equipment, (ii) a Force Majeure event; (iii) any act or omission by Customer or any of its users; and (iv) outage or downtime of the services of cQuant's hosting provider, Amazon Web Service. For purposes of this definition the Service includes the complete operating environment, including the applications, data center and data network, as well as all integrated telecommunications equipment. Service does not include any of the following, if owned or operated by Customer: the data network, any data processing equipment, any telecommunications equipment or services, Internet or broadband service, or any other publicly available data communications facilities utilized by Customer.

Customer shall use, and shall provide to cQuant on demand, all log files, database records, audit logs, and other information reasonably available to enable cQuant to investigate fully all claims for breach of the Uptime Warranty ("Warranty Claims") and to make a reasonably accurate, good faith judgment regarding the Customer's due remedy, if any. At Customer's request cQuant will make available to Customer all information used by cQuant in evaluating Customer's Warranty Claims. cQuant may establish, and may modify from time to time, reasonable procedures for the submission of Warranty Claims.

NOTICE OF DOWNTIME. cQuant will use commercially reasonable efforts to provide Customer at least 48 hours' notice of the date, start time, and completion time of any regularly scheduled data center downtime. cQuant will provide notification of downtime by email to Customer's designated application administrators, and, if requested, to other users within Customer's organization, provided that Customer has maintained a current email address for each such user in accordance with cQuant's instructions.

Remedies
Customer's sole and exclusive remedies for breach of the Uptime Warranty will be as stated below in this section.

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If Customer submits a valid Warranty Claim, cQuant will provide Customer with a refund of a portion of the subscription fees, calculated in accordance with the table below.

Uptime in any Calendar Month Remedy
Less than 99.5% but equal to or greater than 95.0% Refund or credit of 10% of one month's subscription fee
Less than 95.0% but equal to or greater than 90.0% Refund or credit of 15% of one month's subscription fee
Less than 90.0% Refund or credit of 25% of one month's
subscription fee
If Customer submits one or more valid Warranty Claims for incidents occurring in each of three consecutive calendar months, then in lieu of the remedies stated in the above table, Customer may terminate its subscription for the Service on 30 days' written notice, in which event Company will pay Customer a pro-rated refund of the fees paid but not yet earned, within 10 days after Company receives Customer's demand for the same; provided, however, that any refunds previously paid under the above table will be credited in favor of cQuant.

Support
Severity Levels - Definitions
Severity Level
1 2
3

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Definition
System is completely unavailable or is inoperable; i.e. users cannot log into the system or the system performance is degraded such that users are unable to use the system.

System is available, but critical business processes and multiple users are substantially impacted. Some business operations can proceed.

System is available, but business processes and multiple users are moderately impacted. Severity 3 will also cover situations where a suitable workaround has been established for a Severity 1 or Severity 2 incident. Example: A user's model run is not completing or is failing. to Consultant Services Agreement
Document Ref: S59YF-AVQVF-QVWKJ-SCWKM
4 System is available, and a fault is identified that has minor or no business impact. Example: usability issue, cosmetic fault, etc.

Severity Response Times
cQuant will manage incidents to the following severity timing and activity levels:

Severity Level
1 2
3 4
Support Procedures
Response
30 minutes
Two hours
Four hours
Within one business day
Resolution
Three Hours
24 Hours
Five business days. If new code is
required, code fix may be scheduled for
next monthly release.

Will be scheduled into a following major
software release.

Requests must be submitted during cQuant's normal business hours, which are Monday through Friday, 7 AM - 5 PM Mountain Time, excluding bank holidays. cQuant's standard support procedures are as follows:
a. Requests for support may be submitted by any of the following methods:
• Via a dedicated customer support email, provided to customers during their service, or • Via telephone at the number listed on the cQuant website, or • Via mail sent to the address listed on the cQuant website.cQuant will provide support for certain users via E-mail only, as specified in the appropriate Description of Service. b. All requests for support must be submitted by one of the specific named users who is licensed to access the Service.
c. Support requests should include as much detail as possible in order to facilitate the resolution process. Required detail includes such items as user name, issue description and urgency, application page being used, document and vendor numbers, number of users affected, date/time, etc.

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d. Customer's application administrator or other contact must be available to assist with further information gathering or resolution testing.

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EXHIBITB

PAYMENT FOR SERVICES RENDERED
Payment shall be made to Consultant on a Fixed Fee basis, and the outlined services shall not exceed One Hundred Ninety Seven Thousand Five Hundred Dollars ($197,500) per year consisting of $157,500 base fee and a one-time implementation cost of $40,000.

Licensed Products Quantity Fee Discount
Super User 3 $0.00 100% ($20,000.00)
Report[ng User 3 $0.00 100% {$1,000.00)
Data Storage (1 TB) 1 $0.00
Analytic Platform and Cloud 1 $50,000.00 10% ($55,000.00) Infrastructure
Core Risk Factor Simulation 1 $50,000.00 10% {$55,000.00) Forward Curve Simulation 1 $12,500.00 50% ($25,000.00)
Retail Valuation 1 $5,000.00 50% ($10,000.00)
Renewable Valuation 1 $10,000.00 50°/o ($20,000.00)
Slice of Day 1 $12,500.00 50% ($25,000.00)
Advanced Net Posttion At Rtsk 1 $12,500.00 50% {$25,000.00) Python I R Notebooks 1 $5,000.00 50% {$10,000.00)
Implementation Services 1 $40,000.00
Total Amount Due $197,500.00
Submit all invoices to:

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

FACILITIES, EQUIPMENT, AND OTHER

MATERIALS, AND OBLIGATIONS OF PIONEER

NOT APPLICABLE
to Consultant Services Agreement
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EXHIBITD

INSURANCE REQUIREMENTS
I.. INSURANCE:
2 ..

CONSULTANT shall file with PIONEER concurrently herewith a Certificate of Insurance, m companies acceptable to PIONEER, with a Best's Rating ofno less than A-:VII showing.

WORKER'S COMPENSATION AND EMPLOYERS LIABILITY INSURANCE:

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

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

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

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

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

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

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

3.. GENERAL LIABILITY INSURANCE:

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

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

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

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

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

E. Special Claims Made Policy Form Provisions:

CONSULTANT shall not provide a Commercial General Liability (Claims Made) policy without the express prior written consent of PIONEER, which consent, if given, shall be subject to the following conditions:
(1) The limits 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) aggregate for Products Completed Operations Two million dollars ($2,000,000) General Aggregate
(2) The insurance coverage provided by CONS ULT 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.
4/. PROFESSIONAL LIABILITY (OR ERRORS AND OMISSIONS) LIABILITY INSURANCE: Consultant shall maintain professional liability (or errors and omissions liability)k insurance that covers the Services to be performed in connection with this Agreement, with minimum limits of $1,000,000 per claim/aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement. If a "claim made"

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5 ..
policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years.

ENDORSEMENTS:

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

A. "Pioneer Community Energy, its officers, agents, employees, and volunteers are to be covered as additional insured for all liability arising out of the operations by or on behalf of the named insured in the performance of this Agreement." B. "The insurance provided by the Consultant, including any excess liability or umbrella form coverage, is primary coverage to Pioneer Community Energy with respect to any insurance or self-insurance programs maintained by Pioneer Community Energy and no insurance held or owned by Pioneer Community Energy shall be called upon to contribute to a loss." C. "This policy shall not be changed without first giving thirty (30) days prior written notice and ten (I 0) 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. ADDITIONAL REQUIREMENTS:

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

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

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

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

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Signature Certificate
Reference number: S59YF-AVQVF-QVWKJ-SCWKM
Signer
Patrick Enright
Email [email protected]
Sent:

Viewed:

Signed
Recipient Verification:

Email verified
Don Eckert
Timestamp
19 Jul 2024 16:5043 UTC
19 Jul 2024 181828 UTC
19 Jul 2024 1820 09 UTC
19 Jul 2024181828 UTC
Email: [email protected]
Sent:

Viewed:

Signed:

Recipient Verification:

Email verified
David Leevan
Email: [email protected]
Sent:

Viewed:

Signed:

Recipient Verification:

Email verified
Document completed by all parties on:
19 Jul 2024 20:12:49 UTC

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19 Jul 2024 19:13:16 UTC
19 Jul 2024 19:13:39 UTC
19 Jul 2024 19:13:16 UTC
19 Jul 2024 16 5043 UTC
19 Jul 2024 20: 12:07 UTC
19 Jul 2024 20: 12:49 UTC
19 Jul 2024 20:12:07 UTC
II Signed with PandaDoc
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Signature
IP address: 38.99.206.170
Location: Los Angeles, United States
0()1A £cl:.er!-
IP address: 12.183.165.186
Location: Reno, United States
IP address: 73.229.134.121
Location : Boulder, United States

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Staff Report – Item 2
To: The Governing Board
From: Paige Garcia, Programs Manager
Item 2: Application of Revenues from the GridGen Program Date: 10/24/2024

ACTION REQUESTED
Provide direction to staff on the application of revenues Pioneer Community Energy (“Pioneer”) receives from the GridGen Program.

RECOMMENDATION
There is no recommendation with this item.

BACKGROUND
At the February 15, 2024, Governing Board Meeting, the Board approved the GridGen program and the Power Purchase Agreement (PPA) with Participate.Energy.

On August 15, 2024, the GridGen program launched in the first phase of territories, which included Lincoln, Auburn, and El Dorado Hills.

On October 3, 2025, the second phase of territories launched into the GridGen program, which included all of the remaining Placer County zip codes and Placerville. The third and final phase of territories that includes El Dorado County, Grass Valley and Nevada City is planned for launch on October 24, 2024.

ANALYSIS & DISCUSSION
The GridGen program is a solar-plus-storage offering exclusively for Pioneer customers who would like the benefits of having a solar and battery system but may not have the means to purchase one. GridGen does not require a customer credit check and has zero upfront costs. Customers pay for the system over a 25-year period through a line item on their monthly PG&E bill.

The GridGen program represents a three-way partnership between Pioneer, Tesla, and Participate.energy.

Pioneer is partnering with Telsa for the solar-plus-storage systems and Participate.Energy as the financer of the systems. Participate.energy pays Tesla for the costs of the system plus installation and maintains ownership of the system. Pioneer enters a 25-year PPA with Participate.energy to buy the energy created by the systems.

As part of the program, Pioneer anticipates receiving an estimated $21 million over the course of the 25-year term of the PPA. Pioneer will receive $0.40/Wp of solar capacity upfront, estimated at $3 million. Then over the 25-year term of the PPA, Pioneer will receive $0.02/kWh plus $15 per month per battery for another estimated $18 million in revenue. These revenue numbers are based on an average system size per 1,000 participants in the program.

Options for Application of Funds
A. Apply the revenues to the General Fund that mitigates the impact of future rate increases B. Apply the revenues to the Program Fund
C. Apply the revenues as a credit to the customer leasing the system Plf)NEER

COMMUNITY ENERGY
Agenda Item: 2 Agenda Date: 10/24/2024

Page 2 of 2 ends

Next Steps
Upon receiving direction, staff will return to the Board in the November meeting with a Resolution.

STRATEGIC PLAN
The recommendation supports the Community Partner and Fiscally Strong & Resilient Goals.

FISCAL IMPACT
There is no fiscal impact with the recommendation since no action is being taken. However, direction is requested on the application of potentially $21 million of revenue generated over the life of this program.

ATTACHMENTS

1. Program Management Agreement

2. Program Support Services Agreement

PROGRAM MANAGEMENT AGREEMENT
This Program Management Agreement (this "Agreement") dated effective as of May 29, 2024, (the "Effective Date") is by and between Pioneer Community Energy Authority, a California Joint Powers Authority .. ("Program Manager"), and Participate.Energy LLC, a Delaware limited liability company (the "Owner"). The parties hereto are sometimes herein referred to individually as a "Party" and collectively as the "Parties".

RECITALS
A. Program Manager, Owner and Tesla, Inc. ("Installer'~ have entered into certain agreements for the creation of a distributed solar and energy storage program for residential electricity customers in Program Manager's service territory (the "Program"). Under the terms of the Program, Owner will develop, finance, and own residential solar and energy storage systems to be located at private residences within Program Manager's service territory (each a "System" or, collectively, the "Systems'~, Installer will install the Systems under an installation contract between Installer and Owner ( "Installation Contract"), and Program Manager will buy from Owner the energy and certain energy attributes and benefits generated by each System under the terms of a certain power purchase agreement between the Parties of even date herewith (the "Power Purchase Agreement'}
B. Owner does not independently maintain the internal capability to perform the Program Management Services (as defined below) that Owner requires in connection with the installation of the Systems, and Program Manager's capabilities are expected to provide significant benefits to Owner. Therefore, Owner desires to engage Program Manager to manage certain aspects of the System permit management, Installer communication, and origination of potential customers in Program Manager's service territory, all as further set forth herein (the "Program Management Services'l
C. In consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the Patiies agree to the following:

AGREEMENT
In consideration of the above recitals, the premises and mutual covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1. Appointment and Term; Assumption of Development Responsibilities; Standard of Performance. Owner hereby appoints Program Manager to render the Program Management Services as further described in the Schedule of Program Management Services attached hereto as Exhibit A. Program Manager hereby accepts such appointment. The term of this Agreement shall be co-terminus with the term of the Power Purchase Agreement ("Term").

Program Manager shall use such diligence, care and prudence in the performance of its obligations hereunder as are commercially reasonable, and shall devote such time, effort and skills of its personnel as a reasonable service Program Manager m like position would do m like circumstances.

2. Limitations and Restrictions. Notwithstanding any provisions of this Agreement, Program Manager shall not take any action, expend any sum, make any decision, give any consent, approval or authorization, or incur any obligation with respect to any of the following matters unless and until the same has been approved by Owner:
(a) alteration of any System contemplated by the Installation Contract, except for such matters as may be expressly delegated in writing to Program Manager by Owner; (b) any proposed change in the installation of a System, or in the plans and specifications therefor as previously approved by Owner, that increases the cost thereof, or any other change that would affect the design, cost, value or quality of any of a System, except for such matters as may be expressly delegated in writing to Program Manager by Owner.

3. Standard of Conduct.
a) Program Manager shall provide the Program Management Services, perform its other obligations and exercise its rights or powers under this Agreement in a prudent manner, with the degree of skill and judgment normally exercised by Program Managers performing Program Management Services for the permitting of systems of a similar nature, and in accordance with: (i) any applicable laws and regulations; and (ii) any agreement, instrument or other document to which Owner is a party, and that Owner has delivered to Program Manager, that relates to a System or any component thereof ( "Project Documents"), except to the extent Owner provides Program Manager with written instructions not to do so in the event Owner is contesting in good faith the validity or application of any such applicable laws and regulations or such term and condition of a System Document, in any reasonable manner. b) Program Manager may, at any time, if it reasonably considers it to be necessary or appropriate, request written instruction from Owner with respect to any matter contemplated by this Agreement and may defer action thereon pending the receipt of such written instructions.
c) Program Manager shall advise Owner promptly, if it becomes aware of any material inconsistency between any of the following:
(i) Owner's instructions given in accordance with this Agreement from time to time;
(ii) any System Document;
(iii) Required insurance (if any); and
(iv) any applicable laws and regulations or Permit.
d) Any action taken by Program Manager in accordance with the written instructions of Owner, or failure to act pending the receipt of such written instructions, shall be 2 deemed to be within the scope of Program Manager's authority and in accordance with its obligations under this Agreement and, without limitation, shall not constitute gross negligence or willful misconduct as referred in Section 10(6).
e) Owner may provide consulting or advisory services ("Consulting") as an independent contractor from time to time on behalf of Program Manager. Consulting scope of work and fees shall be agreed to by both Parties in writing prior to the commencement of any work performed under the proposed Consulting scope. All Consulting work performed by Owner on Program Manger's behalf is as an authorized agent of Program Manager

4. Accounts and Records.
(a) Program Manager, shall keep such books of account and other records relating to each System as may be required by applicable laws and regulations or as reasonably requested by Owner in writing. All accounts and records relating to a System, including all correspondence, shall be surrendered to Owner upon demand without charge therefor. (b) All books and records prepared or maintained by Program Manager shall be kept and maintained at all times at secure locations accessible to Owner for audit, inspection and copying by Owner or any representative or auditor therefor or supervisory or regulatory authority upon reasonable written request.
( c) During the Term, Program Manager shall keep Owner reasonably informed as to the status of the Program Management Services provided by Program Manager. Program Manager shall notify Owner in writing of any material event related to the Program Management Services provided by Program Manager hereunder.

5. Accrual Schedule. The Program Management Agreement Fee (as defined below) shall be earned in full for a System when a System is placed in service for purposes of Sections 48 and 168 of the Internal Revenue Code, as amended, and shall be paid promptly when a System has reached final completion under the terms of the respective Installation Contract ( collectively, "Final Completion'').

6. Compensation. As consideration for Program Manager's Program Management Services to be performed under this Agreement, Owner will pay Program Manager a fee (the "Program Management Agreement Fee") equal to Forty U.S. Cents ($0.40) multiplied by each Watt/de of solar generating capacity for each System that has reached Final Completion and for which Program Manager has confirmed in a legally binding manner that such System will be covered under the Power Purchase Agreement for the term thereof. All fees earned by Owner for Consulting work shall be subtracted from the Program Management Agreement Fee on a System level basis at the time of payment. The Program Support Services Fee shall become due and payable on a quarterly basis, not later than the thirtieth (30th) day after the end of each calendar quarter during the Term.
3 7. Default and Remedies. If Program Manager defaults in the performance of any of its material covenants or obligations under this Agreement and such default continues unremedied for a period of 30 days after written notice thereof from Owner to Program Manager, Owner shall have the right, at its election, to exercise one or more of the following rights and remedies; provided, however, if the default is of such a nature that it cannot be cured within the 30-day period, and Program Manager has begun to cure each default within the 30-day period, Program Manager shall have an additional 60 days in which to cure said default provided it acts in good faith and with due diligence to cure the same (all of which shall be cumulative);provided,further, however, that a default under any agreement with a contractor, subcontractor, engineer or equipment Program Manager for a System, or a delay due to action or inaction by the utility shall not be deemed a default under the Agreement:
(a) terminate this Agreement; and
(b) enforce the provisions of this Agreement by legal proceedings for the specific performance of any covenant or agreement contained herein or for the enforcement of any other appropriate legal or equitable remedy and recover damages caused by any breach by Program Manager of the provisions of this Agreement, including court costs, reasonable attorneys' fees and other expenses incurred in the enforcement of the obligations of Program Manager hereunder; and ( c) exercise any and all rights and remedies that Owner ( or its Members) may have under applicable laws and regulations; and
( d) in addition to any rights now or hereafter granted under applicable laws and regulations and not by way of limitation of any such rights, upon the occurrence of any event of default hereunder that is not cured within the time period specified in this Section 7, Owner is authorized to set off and to apply any amounts payable to Program Manager hereunder against and on account of the obligations of Program Manager to Owner hereunder.

8. Indemnity and Liability
(a) Limitation of Liability.
(i) Notwithstanding any provision in this Agreement to the contrary, neither Party, nor their respective Affiliates, nor any of their respective officers, directors, employees, agents, contractors, subcontractors, vendors, shareholders, members, partners or representatives, shall be liable hereunder for any consequential or indirect loss or damage, including loss of profit, cost of capital, loss of goodwill or any other special or incidental damages, it being understood that the Parties' indemnification obligations under this Section 8 are not and shall not be deemed to be consequential or indirect loss or damage under this Section 8. (ii) Except as provided in this Section 8, Program Manager shall have no liability hereunder to Owner for damages or other amounts in connection with a breach by Program Manager of this Agreement or a failure by Program Manager to perform the Program Management Services in accordance with the terms and conditions hereof or otherwise as a result of the Program Management Services performed by Program Manager pursuant to this Agreement. 4 (iii) The Parties further agree that the waivers and disclaimers of liability, indemnities, releases from liability, and limitations on liability expressed in this Agreement shall survive termination or expiration of this Agreement, and shall apply at all times, whether in contract, equity, tort or otherwise, even in the event of the fault, negligence, including sole negligence, strict liability, or breach of the Party indemnified, released or whose liabilities are limited, and shall extend to the partners, members, principals, shareholders, directors, officers, employees and agents of each Party and its Affiliates.
(b) Indemnity. To the extent it may lawfully do so, each of Program Manager and Owner hereby indemnify, defend (with counsel of its choosing), and hold harmless the other party and its directors, agents, officers, members, employees and volunteers from and against any and all liability or claim of liability, loss or expense, including defense costs and legal fees and claims for damages of whatsoever character, nature and kind, whether directly or indirectly arising from or connected to: bodily injury, death, personal injury, or property damage caused by negligence, creation or maintenance of a dangerous condition of property, or intentional infliction of harm, including any workers' compensation suits, liability, or expense, arising from or connected with Program Management Services performed by on behalf of the indemnifying party by any person pursuant to this Agreement; nonpayment for labor, materials, appliances, teams, or power, performed on, or furnished or contributed to the Site. Notwithstanding the above, neither Program Manager nor Owner shall be required to defend, indemnify and hold harmless the other for such other party's negligent acts and omissions or willful misconduct. It is the intent of the Parties that where negligence is determined to have been joint or contributory, principles of comparative negligence will be followed, and each Party shall bear the proportionate cost of any loss damage, expense or liability attributable to that Party's negligence.

9. Notices. Any notice, request, demand or other communication which is required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given:
(i) on the date of receipt by the applicable Party if personally delivered; (ii) when transmitted by the applicable Party if transmitted by telecopy, electronic mail, or other digital transmission method, subject to the sender's facsimile machine receiving the correct answerback of the addressee and confirmation of uninterrupted transmission by a transmission report or the recipient confirming by telephone to sender that he has received the facsimile or electronic mail message; and (iii) when received by the applicable Party, if sent for next day delivery to a domestic address by recognized overnight delivery service or, if sent by certified or registered mail, return receipt requested.

Notices shall be given:

If to Owner, to:

Participate.Energy LLC
2093 Philadelphia Pike #3125,
Claymont, DE I 9703.

Attn: Ethan Friedman
Phone: 917-301-2621
Email: [email protected]
5 If to Program Manager, to:

Pioneer Community Energy Authority
2510 Warren Drive, Suite B
Rocklin, CA 95677
Attn: Paige Garcia
Email: [email protected]
I 0. General Provisions.
(a) No Agency Relationship. This Agreement does not create an agency relationship between the Parties and does not establish a joint venture or partnership between the parties. Except as expressly set forth herein, neither party has the authority to bind the other party or represent to any person that the party is an agent of the other party. (b) Agreement. This Agreement consists of the terms and conditions set forth herein, as well as the appendices hereto, which are incorporated by reference herein and made part hereof.

In the event of a conflict, variation or inconsistency between the appendices hereto and the terms and conditions contained in the body of this Agreement, the latter shall control and be given priority.
( c) Relationship of the Parties.
(i) Program Manager has been retained by Owner as an independent contractor to solely perform the Program Management Services on behalf of Owner. (ii) Without limiting the relationship of any Party under any other agreement, nothing contained or implied in this Agreement shall constitute or be deemed to constitute any Party as the partner of any other Party for any purpose whatsoever; or create, or be deemed to create, any partnership between any Party and the any other Party. (iii) No Party shall by virtue of this Agreement have the power or authority to enter into any agreement or undertaking for or to act on behalf of or otherwise to bind the any other Party as to any matter or thing to be done in relation to a System or to the provision of the Program Management Services save as may be expre_ssly authorized in this Agreement or agreed in writing between the Parties from time to time.
( d) Entire Agreement. This Agreement, the Schedules and Exhibits attached hereto contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, undertakings and agreements. Neither Party will be bound by or deemed to have made in connection herewith any representations, warranties, commitments or undertakings, except those contained herein.
( e) Captions; Exhibits. Titles or captions of sections contained in this Agreement are inserted only as a matter of convenience and for reference, and in no way define, limit, extend, describe or otherwise affect the scope or meaning of this Agreement or the intent of any provision 6 hereof. All exhibits and appendices attached hereto shall be considered a part hereof as though fully set forth herein.
(f) Amendment. This Agreement may not be amended or modified in any way unless such amendment or modification is in writing signed by duly authorized representatives of each Party.
(g) No Waivers. It is understood and agreed that any delay, waiver or omission by Owner or Program Manager to exercise any right or power arising from any breach or default by Owner or Program Manager with respect to any of the terms, provisions, or covenants of this Agreement shall not be construed to be a waiver by Owner or Program Manager of any subsequent breach or default of the same or other terms, provisions or covenants on the part of Owner or Program Manager. No waiver of any right or power by any Party under this Agreement shall be deemed effective unless in writing and signed by the waiving Party. (h) Changed Conditions; Invalidity. If there is an occurrence of an event of Force Majeure, there is a material change in market conditions affecting the prices of goods and Program Management Services constituting Development Costs, there is a change in any Project Document or financing document or Owner enters into a new Project Document or financing document affecting performance of the Program Management Services hereunder, or there is a change in any applicable Law, and any such performance or occurrence results in increased or decreased costs to Program Manager, or Owner, as the case may be, shall be entitled to an equitable budget adjustment reflecting the reasonable value of any such increased or decreased costs from such performance or occurrence, and the Parties hereby agree to adjust equitably such other provisions of this Agreement that are directly affected by such performance or occurrence; provided, however, that such adjustments must be consistent with the economic expectations and the intent of the Parties. The invalidity or unenforceability for public policy or other equitable grounds of any provision of this Agreement shall be determined only by a court of competent jurisdiction, and the Parties hereby agree to negotiate an equitable adjustment to the invalid or unenforceable provisions with a view toward affecting the purposes of this Agreement. The validity or enforceability of the remaining provisions or portions or applications hereof shall not be affected thereby.
(i) Representations and Warranties.
(i) Each Party represents and warrants to the other that:
(A) it is duly formed and validly existing under the laws of its jurisdiction of formation;
(B) it has the legal right and full power and authority to execute and deliver, and to exercise its rights and perform its obligations under, this Agreement; (C) all corporate or company action required by it validly and duly to authorize the execution and delivery of, and to exercise its rights and perform its obligations under, this Agreement has been duly taken; and
7 (D) this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms.
(ii) Except as expressly provided in this Agreement or as required by law, no Party makes any warranties or guarantees to the other, either express or implied, with respect to the Facility, the Program Management Services or any other subject matter of this Agreement, and, to the extent permitted by law, each Party disclaims and waives any implied warranties or warranties imposed by law.

U) Counterparts. The Parties may execute this Agreement in two or more counterparts, which shall, in the aggregate, be signed by the Parties and each counterpart shall be deemed an original instrument as against any Party who has signed it. (k) Facsimile or Electronic Delivery. This Agreement may be duly executed and delivered by a Party by execution and facsimile or electronic format (including portable document format (.pdf)) delivery of the signature page ofa counterpart to the other Party, and, if delivery is made by facsimile or other electronic format, the executing Party shall promptly deliver, via overnight delivery, a complete original counterpart that it has executed to the other Party, but this Agreement shall be binding on and enforceable against the executing Party whether or not it delivers such original counterpart.
(I) Dispute Resolution. In the event a dispute arises between the Parties regarding the application or interpretation of this Agreement, the aggrieved Party shall promptly notify the other Party of its intent to invoke this dispute resolution procedure within ten (10) Business Days after such dispute arises. If the Parties shall fail to resolve the dispute within ten (10) Business Days after delivery of such notice, each Party shall, within five (5) Business Days thereafter, nominate a senior officer of its management to meet at the Facility, or at any other mutually agreed location, to resolve the dispute. If the dispute remains unresolved within ten (10) Business Days after such a meeting has commenced, each Party, without further delay, shall have the right to pursue any and all remedies available at law or in equity. The pendency of any dispute under this Agreement shall not of itself relieve any Party of any duty to perform under this Agreement. (m) Non-Recourse. Notwithstanding anything to the contrary provided in this Agreement, it is specifically understood and agreed that there shall be absolutely no personal liability on the part of any of the partners, members, shareholders, or affiliates of the Parties, or any of their respective directors, officers, employees, agents or representatives, (each, a "Protected Person") for the payment of any amounts due or the performance of any other obligation of any Party under this Agreement. Each Party shall look solely to the assets of the other Parties for the satisfaction of each and every right or remedy under or in connection with this Agreement. In furtherance of the foregoing, Owner and Program Manager each agrees that it shall neither seek or obtain, nor be entitled to seek or obtain, any deficiency or other judgment against any Protected Person for any action or inaction under or in connection with this Agreement, and Owner and Program Manager each releases all such Protected Persons from any such claims by Program Manager or Owner, as the case may be.
8 [Signature Page Follows]
9 IN WITNESS WHEREOF, the parties have executed this Program Management Services Agreement as of the date first written above.

PROGRAM MANAGER:

OWNER:

Pioneer Community Energy Authority], a
California Joint Powers Authority .

E-SIGNED by Donald Eckert
By: on 2024-06-06 13:09:58 PDT
Name: Donald Eckert
Title: June 06, 2024
Participate.Energy LLC
a Delaware limited liability company
By: Ethan Fdedman (Jun 5, 202418:05 EDT)
Name: Ethan Friedman
Title: ..cMc..::o'------------
[Signature Page to Program Management Agreement]

EXHIBIT A

PROGRAM MANAGEMENT SERVICES SCHEDULE
Program Management Services generally include all activities necessary or helpful to (a) monitor and support and all permitting activities for any System; (b) prepare materials and conduct communications and outreach to residential electric power customer in its service territory to promote the Program and to encourage the installation of Systems by its customers.
( c) create a streamlined and integrated System permitting process allowing for faster System permitting;
( d) effectively communicate with and guide Installer through the System perm1ttmg process to ensure shorter permitting timelines and to avoid any permitting delays; (e) Effectively coordinate the System permitting process with all other governmental agencies involved;
(f) To the extent legally permissible and reasonable, expedite permitting for any System Pioneer PE Program Management Agreement_
Clean_05282024_Consulting Option
Final Audit Report
Created:

By:

Status:

Transaction ID:
2024-06-04
Stacey Fang ([email protected])
Signed
CBJCHBCAABAA9zp5D7f7-nXT9X1yWuTsljbDl7r8HG2R
2024-06-05
"Pioneer PE Program Management Agreement_Clean_0528202
4_Consulting Option" History
~ Document created by Stacey Fang ([email protected]) 2024-06-04- 8:23:10 PM GMT- IP address: 68.113.20.176
C'-... Document emailed to Ethan Friedman ([email protected]) for signature 2024-06-04 - 8:23:14 PM GMT
~ Email viewed by Ethan Friedman ([email protected]) 2024-06-05-10:05:35 PM GMT- IP address: 70.19.74.146
l&o, Document e-signed by Ethan Friedman ([email protected]) Signature Date: 2024-06-05-10:05:52 PM GMT-Time Source: server- IP address: 70.19.74.146 0 Agreement completed.
2024-06-05 - 10:05:52 PM GMT
fl Adobe Acrobat Sign

PROGRAM SUPPORT AGREEMENT
This Program Support Agreement (this "Agreement") dated effective as of May 28, 2024, (the "Effective Date") is by and between Pioneer Community Energy Authority, a California Joint Powers Authority ("Member"), and Participate.Energy LLC, a Delaware limited liability company (the "Owner"). The parties hereto are sometimes herein referred to individually as a "Party" and collectively as the "Parties".

RECITALS
A. Member, Owner and Tesla, Inc. ("O&M Provider") have entered into certain agreements for the creation of a distributed solar and energy storage program for residential electricity customers in Member's service territory (the "Program"). Under the terms of the Program, Owner will develop, finance, and own residential solar and energy storage systems to be located at private residences within Member's service territory (each a "System" or, collectively, the "Systems"), O&M Provider will operate and maintain the Systems under an O&M Contract between O&M Provider and Owner (the "O&M Contract"), Member will buy from Owner the energy and certain energy attributes and benefits generated by each System under the terms of a certain power purchase agreement between the Parties of even date herewith (the "Power Purchase Agreement"), and sell the electric power generated by a System to the residential customer in Member's service territory, where the System is located (the "Customer").

B. Member and Owner intend that Systems will be added to this Agreement and the Power Purchase Agreement from time to time during the term of the Power Purchase Agreement.

C. Owner does not independently maintain the internal capability to perform the Program Support Services (as defined below) that Owner requires in connection with the operation and maintenance of the Systems, and Member's capabilities are expected to provide significant benefits to Owner. Therefore, Owner desires to engage Member to support certain aspects of the Systems operations and management as further set forth herein (the "Program Support Services").

D. In consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the Parties agree to the following:

I. Appointment and Term; Assumption of Development Responsibilities; Standard of Performance. Owner hereby appoints Member to render the Program Support Services as further described in the Schedule of Program Support Services attached hereto as Exhibit A. Member hereby accepts such appointment. The term of this Agreement shall be co-terminus with the term of the Power Purchase Agreement ("Term"). Member shall use such diligence, care and prudence in the performance of its obligations hereunder as are commercially reasonable, and shall devote such time, effort and skills of its personnel as reasonably possible.

2. Standard of Conduct.
a) Member shall provide the Program Support Services, perform its other obligations and exercise its rights or powers under this Agreement in a prudent manner, and in accordance with: (i) any applicable laws and regulations and permits; and (ii) any agreement, instrument or other document to which Owner is a party, and that Owner has delivered to Member, that relates to the development, construction, Owner or a System or any component thereof ("System Documents"), except to the extent Owner provides Member with written instructions not to do so in the event Owner is contesting in good faith the validity or application of any such applicable laws and regulations or such term and condition of a System Document, in any reasonable manner.
b) Member may, at any time, if it reasonably considers it to be necessary or appropriate, request written instruction from Owner with respect to any matter contemplated by this Agreement and may defer action thereon pending the receipt of such written instructions. c) Member shall advise Owner promptly, if it becomes aware of any material inconsistency between any of the following:
(i) Owner's instructions given in accordance with this Agreement from time to time;
(ii) any System Document;
(iii) required insurance (if any); and
(iv) any applicable laws and regulations or permit.
d) Any action taken by Member in accordance with the written instructions of Owner, or failure to act pending the receipt of such written instructions, shall be deemed to be within the scope of Member's authority and in accordance with its obligations under this Agreement and, without limitation, shall not constitute gross negligence or willful misconduct as referred in Section 7.

3. Accounts and Records.
(a) Member, on behalf of Owner, shall keep such books of account and other records relating to each System as may be required by applicable laws and regulations or reasonably requested by Owner in writing. All accounts and records relating to a System, including all correspondence, shall be surrendered to Owner upon demand without charge therefor. (b) All books and records prepared or maintained by Member shall be kept and maintained at all times at secure locations accessible to Owner for audit, inspection and copying by Owner or any representative or auditor therefor or supervisory or regulatory authority upon reasonable written request.
2 (c) During the Term, Member shall keep Owner informed as to the status of the Program Support Services provided by Member hereunder in a frequency Member and Owner may agree to from time to time. Member shall notify Owner of any material event related to the Program Support Services provided by Member hereunder.

4. Compensation and Payment.
(a) As consideration for Member's Program Support Services to be performed under this Agreement, Owner will pay Member a fee (the "Program Support Services Fee") equal to (i) Two U.S. Cents ($0.02) multiplied by each Kilowatt-hour of solar energy generation for each System that has been placed into operation and for which Member has confirmed in a legally binding manner that such System will be covered under the Power Purchase Agreement for the term thereof, plus (ii) Fifteen Dollars ($15.00) per month for each Tesla Powerwall installed as pa1i of a System that has been placed into operation and for which Member has confirmed in a legally binding manner that such System will be covered under the Power Purchase Agreement for the term thereof.
(b) The Program Support Services Fee shall become due and payable on a quarterly basis, not later than the fifteenth (15th) day after the end of each calendar quarter during the Term (each, a "Fee Calculation Period"), provided, that payment of any Program Support Services Fee due and payable shall be limited to funds available to Owner from Net Operating Cash Flow during such Fee Calculation Period. The term "Net Operating Cash Flow" as used in this Agreement shall mean the cash proceeds received by Owner under the terms of the Power Purchase Agreement during a Fee Calculation Period, reduced by (i) actual or reasonably estimated operating and maintenance expenses for all Systems in operation at any time during such Fee Calculation Period, including, without limitation insurance expenses and reasonably estimated reserves for loses, and actual or reasonably estimated System equipment replacement costs during the Term and reserves therefore, (ii) actual or reasonably estimated income or other taxes payable by Buyer with respect to such cash proceeds (iii) preferred distributions to be made and any cash flow payable, or revenue or profit participation allocated to tax or sponsor equity investors unaffiliated with Owner in accordance with the terms and conditions of the then current charter documents of Owner, and (iv) payment of all obligations, including without limitation payment of principal and interest, under any loan document binding Owner at any time during such Fee Calculation Period, or for which any System operating at any time during such Fee Calculation Period has been placed as collateral.
(c) Together with any Program Support Services Fee payment, Owner shall provide Member a written accounting for the Program Support Fee due in reasonable detail. In addition, if payment for a Fee Calculation Period is reduced to available funds for payment for the respective Fee Calculation Period in accordance with Section 4(b), above, Owner shall provide Member a written accounting in reasonable detail supporting any fee reduction during such Fee Calculation Period.
(d) Any portion of the Program Support Services Fee reduced during one Fee Calculation Period in accordance with Section 4(b), above, shall be added to the Program Support Services Fee becoming due and payable in the following Fee Calculation Period subject, 3 however, to availability funds from Net Operating Cash Flow during such following Fee Calculation Period.
( e) To facilitate payment and verification, Owner shall maintain all books and records necessary for billing and payments, including copies of all invoices under this Agreement, for a period of at least two (2) years or as otherwise required by applicable laws and regulations.

Upon fifteen (15) days' Notice to Owner, Member shall be granted reasonable access to the accounting books and records pe1iaining to all invoices generated pursuant to this Agreement. (t) Payment adjustments shall be made if Owner or Member discovers there have been good faith inaccuracies in invoicing that are not otherwise disputed under Section 4(h), or there is determined to have been a meter inaccuracy sufficient to require a payment adjustment under the Power Purchase Agreement. If the required adjustment is in favor of Owner, Owner's quarterly Program Support Services Fee payment shall be credited in an amount equal to the adjustment. If the required adjustment is in favor of Member, Member shall add the adjustment amount to Owner's next quarterly Program Support Fee payment obligation, subject, however, to the limitations set forth in Section 4(b), above.
(g) If a payment due date under Section 4(b), above, falls on a weekend or legal holiday, such due date shall be the next business day. Payments made more than ten (10) business days after the due date will be considered late and will bear interest on the unpaid balance, except, however, any payment reduction applied during a Fee Calculation Period, if paid during the next available Fee Calculation Period during which funds available to Owner from Net Operating Cash Flow first allow payment of the reduced amount. If the amount due is not paid on or before the due date or if any other payment that is due and owing from one party to another is not paid on or before its applicable due date, a late payment charge shall be applied to the unpaid balance and shall be added to the next billing statement. Such late payment charge shall be calculated based on an annual interest rate equal to 10% (the "Interest Rate'1 of the total amount due. If the due date occurs on a day that is not a business day, the late payment charge shall begin to accrue on the next succeeding business day. The payment of any late payment fee by Owner shall be subject to availability of funds from Net Operating Cash Flow.
(h) A Party may, in good faith, dispute the correctness of any invoice or any adjustment to an invoice, rendered under this Agreement or adjust any invoice for any arithmetic or computational error within twelve (12) months of the date the invoice, or adjustment to an invoice, was rendered. In the event an invoice or portion thereof, or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. Upon resolution of the dispute, any required payment shall be made within two (2) business days of such resolution along with interest accrued at the Interest Rate from and including the original due date to but excluding the date paid. Inadvertent overpayments shall be returned upon request or deducted by the Party receiving such overpayment from subsequent payments, with interest accrued at the Interest Rate from and including the date of such overpayment to but excluding the date repaid or deducted by the Party receiving such 4 overpayment. Any dispute with respect to an invoice is waived if the other Party is not notified in accordance with this Section 4(h) within twelve (12) months after the invoice is rendered or subsequently adjusted, except to the extent any misinformation was from a third party not affiliated with any Party and such third party corrects its information after the twelve-month period. If an invoice is not disputed within twelve (12) months after the close of the month during which performance occurred, the right to payment for such performance is waived.

5. Default and Remedies. If either Party defaults in the performance of any of its material covenants or obligations under this Agreement and such default continues unremedied for a period of (a) ten (10) days, in case of any monetary default, or (b) thirty (30) days in case of non-monetary default, in each after written notice thereof from the non-defaulting Party to the defaulting Party, the non-defaulting Party shall have the right, at its election, to exercise one or more of the following rights and remedies;provided, however, if a non-monetary default is of such a nature that it cannot be cured within said thirty (30) day period, and the defaulting Party has begun to cure each default within the 30-day period, the defaulting Party shall have an additional 60 days in which to cure said default provided it acts in good faith and with due diligence to cure the same (all of which shall be cumulative); provided, fi1rther, however, that a default under any agreement with a contractor, subcontractor, engineer or equipment manager for a System, or a delay due to action or inaction by the utility shall not be deemed a default under the Agreement:
(a) terminate this Agreement; and
(b) enforce the provisions of this Agreement by legal proceedings for the specific performance of any covenant or agreement contained herein or for the enforcement of any other appropriate legal or equitable remedy and recover damages caused by any breach by the defaulting Party of the provisions of this Agreement, including court costs, reasonable attorneys' fees and other expenses incurred in the enforcement of the obligations of the Defaulting Party hereunder; and
(c) exercise any and all rights and remedies that the non-defaulting Party may have under applicable laws and regulations; and
(d) in addition to any rights now or hereafter granted under applicable laws and regulations and not by way of limitation of any such rights, upon the occurrence of any event of default hereunder that is not cured within the time period specified in this Section 5, the non-defaulting Party is authorized to set off and to apply any amounts payable to the defaulting Party hereunder against and on account of the obligations of defaulting Party to the non-defaulting Party hereunder.

6. Indemnity and Liability
(a) Limitation of Liability.
(i) Notwithstanding any provision in this Agreement to the contrary, neither Party, nor their respective Affiliates, nor any of their respective officers, directors, employees, agents, contractors, subcontractors, vendors, shareholders, members, partners or representatives, shall be liable hereunder for any consequential or indirect loss or damage, 5 including loss of profit, cost of capital, loss of goodwill or any other special or incidental damages, it being understood that the Parties' indemnification obligations under this Section 6 are not and shall not be deemed to be consequential or indirect loss or damage under this Section 6. (ii) Except as provided in this Section 6, Member shall have no liability hereunder to Owner for damages or other amounts in connection with a breach by Member of this Agreement or a failure by Member to perform the Program Support Services in accordance with the terms and conditions hereof or otherwise as a result of the Program Support Services performed by Member pursuant to this Agreement.
(iii) The Parties further agree that the waivers and disclaimers of liability, indemnities, releases from liability, and limitations on liability expressed in this Agreement shall survive termination or expiration of this Agreement, and shall apply at all times, whether in contract, equity, tort or otherwise, even in the event of the fault, negligence, including sole negligence, strict liability, or breach of the Party indemnified, released or whose liabilities are limited, and shall extend to the partners, members, principals, shareholders, directors, officers, employees and agents of each Party and its Affiliates.
(b) Indemnity. To the extent it may lawfully do so, each of Member and Owner hereby indemnify, defend (with counsel of its choosing), and hold harmless the other party and its directors, agents, officers, members, employees and volunteers from and against any and all liability or claim of liability, loss or expense, including defense costs and legal fees and claims for damages of whatsoever character, nature and kind, whether directly or indirectly arising from or connected to: bodily injury, death, personal injury, or property damage to the extent caused by negligence, creation or maintenance of a dangerous condition of property, or intentional infliction of harm, including any workers' compensation suits, liability, or expense, arising from or connected with Program Support Services performed by on behalf of the indemnifying party by any person pursuant to this Agreement; nonpayment for labor, materials, appliances, teams, or power, performed on, or furnished or contributed to the Site. Notwithstanding the above, neither Member nor Owner shall be required to defend, indemnify and hold harmless the other for such other party's negligent acts and omissions or willful misconduct. It is the intent of the Parties that where negligence is determined to have been joint or contributory, principles of comparative negligence will be followed, and each Party shall bear the proportionate cost of any loss damage, expense or liability attributable to that Party's negligence.

7. Notices. Any notice, request, demand or other communication which is required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given: (i) on the date of receipt by the applicable Party if personally delivered; (ii) when transmitted by the applicable Party if transmitted by telecopy, electronic mail, or other digital transmission method, subject to the sender's facsimile machine receiving the correct answerback of the addressee and confirmation of uninterrupted transmission by a transmission report or the recipient confirming by telephone to sender that he has received the facsimile or electronic mail message; and (iii) when received by the applicable Party, if sent for next day delivery to a domestic address by recognized overnight delivery service or, if sent by certified or registered mail, return receipt requested.

Notices shall be given:
6 If to Owner, to:

Patticipate.Energy LLC
2093 Philadelphia Pike #3125,
Claymont, DE 19703.

Attn: Ethan Friedman
Phone: 917-301-2621
Email: [email protected]
If to Member, to:

Pioneer Community Energy Authority
2510 Warren Drive, Suite B
Rocklin, CA 95677
Attn: Paige Garcia
Email: pai [email protected]

8. General Provisions.
(a) No Agency Relationship. This Agreement does not create an agency relationship between the Parties and does not establish a joint venture or partnership bet\yeen the parties. Except as expressly set forth herein, neither party has the authority to bind the other party or represent to any person that the party is an agent of the other party. (b) Agreement. This Agreement consists of the terms and conditions set forth herein, as well as the appendices hereto, which are incorporated by reference herein and made part hereof. ln the event of a conflict, variation or inconsistency between the appendices hereto and the terms and conditions contained in the body of this Agreement, the latter shall control and be given priority.
( c) Relationship of the Parties.
(i) Member has been retained by Owner as an independent contractor to solely perform the Program Support Services on behalf of Owner. (ii) Without limiting the relationship of any Party under any other agreement, nothing contained or implied in this Agreement shall constitute or be deemed to constitute any Party as the partner of any other Party for any purpose whatsoever; or create, or be deemed to create, any partnership between any Party and the any other Party. (iii) No Party shall by virtue of this Agreement have the power or authority to enter into any agreement or undertaking for or to act on behalf of or otherwise to bind the any other Party as to any matter or thing to be done in relation to a System or to the provision of the Program Support Services save as may be expressly authorized in this Agreement or agreed in writing between the Parties from time to time.
7 (d) Entire Agreement. This Agreement, the Schedules and Exhibits attached hereto contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, undertakings and agreements. Neither Party will be bound by or deemed to have made in connection herewith any representations, warranties, commitments or undertakings, except those contained herein.
( e) Captions; Exhibits. Titles or captions of sections contained in this Agreement are inserted only as a matter of convenience and for reference, and in no way define, limit, extend, describe or otherwise affect the scope or meaning of this Agreement or the intent of any provision hereof. All exhibits and appendices attached hereto shall be considered a part hereof as though fully set forth herein.
(t) Amendment. This Agreement may not be amended or modified in any way unless such amendment or modification is in writing signed by duly authorized representatives of each Party.
(g) No Waivers. It is understood and agreed that any delay, waiver or omission by Owner or Member to exercise any right or power arising from any breach or default by Owner or Member with respect to any of the terms, provisions, or covenants of this Agreement shall not be construed to be a waiver by Owner or Member of any subsequent breach or default of the same or other terms, provisions or covenants on the part of Owner or Member. No waiver of any right or power by any Party under this Agreement shall be deemed effective unless in writing and signed by the waiving Party.
(h) Changed Conditions; Invalidity. If there is an occurrence of an event of Force Majeure, there is a material change in market conditions affecting the prices of goods and Program Support Services constituting Development Costs, there is a change in any Project Document or financing document or Owner enters into a new Project Document or financing document affecting performance of the Program Support Services hereunder, or there is a change in any applicable Law, and any such performance or occurrence results in increased or decreased costs to Member, or Owner, as the case may be, shall be entitled to an equitable budget adjustment reflecting the reasonable value of any such increased or decreased costs from such performance or occurrence, and the Parties hereby agree to adjust equitably such other provisions of this Agreement that are directly affected by such performance or occurrence; provided, however, that such adjustments must be consistent with the economic expectations and the intent of the Parties and agree to in writing by the Parties. The invalidity or unenforceability for public policy or other equitable grounds of any provision of this Agreement shall be determined only by a court of competent jurisdiction, and the Parties hereby agree to negotiate an equitable adjustment to the invalid or unenforceable provisions with a view toward affecting the purposes of this Agreement. The validity or enforceability of the remaining provisions or portions or applications hereof shall not be affected thereby.
(i) Representations and Warranties.
(i) Each Party represents and warrants to the other that:
8 (A)
jurisdiction of formation;
it 1s duly formed and validly existing under the laws of its (B) it has the legal right and full power and authority to execute and deliver, and to exercise its rights and perform its obligations under, this Agreement; (C) all corporate or company action required by it validly and duly to authorize the execution and delivery of, and to exercise its rights and perform its obligations under, this Agreement has been duly taken; and
(D) this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms.
(ii) Except as expressly provided in this Agreement or as required by law, no Party makes any warranties or guarantees to the other, either express or implied, with respect to the System, Program Support Services or any other subject matter of this Agreement, and, to the extent permitted by law, each Party disclaims and waives any implied warranties or warranties imposed by law.
(j) Counterparts. The Parties may execute this Agreement in two or more counterparts, which shall, in the aggregate, be signed by the Parties and each counterpart shall be deemed an original instrument as against any Party who has signed it. (k) Facsimile or Electronic Delivery. This Agreement may be duly executed and delivered by a Party by execution and facsimile or electronic format (including portable document format (.pdf)) delivery of the signature page of a counterpart to the other Party, and, if delivery is made by facsimile or other electronic format, the executing Party shall promptly deliver, via overnight delivery, a complete original counterpart that it has executed to the other Party, but this Agreement shall be binding on and enforceable against the executing Party whether or not it delivers such original counterpart.
(I) Dispute Resolution. In the event a dispute arises between the Parties regarding the application or interpretation of this Agreement, the aggrieved Party shall promptly notify the other Party of its intent to invoke this dispute resolution procedure within ten (10) business days after such dispute arises. If the Parties shall fail to resolve the dispute within ten ( I 0) business days after delivery of such notice, each Party shall, within five (5) business days thereafter, nominate a senior officer of its management to meet at the facility, or at any other mutually agreed location, to resolve the dispute. If the dispute remains unresolved within ten (I 0) business days after such a meeting has commenced, each Party, without further delay, shall have the right to pursue any and all remedies available at law or in equity. The pendency of any dispute under this Agreement shall not of itself relieve any Party of any duty to perform under this Agreement. (m) Non-Recourse. Notwithstanding anything to the contrary provided in this Agreement, it is specifically understood and agreed that there shall be absolutely no personal liability on the part of any of the partners, members, shareholders, or affiliates of the Parties, or 9 any of their respective directors, officers, employees, agents or representatives, (each, a "Protected Person") for the payment of any amounts due or the performance of any other obligation of any Party under this Agreement. Each Party shall look solely to the assets of the other Parties for the satisfaction of each and every right or remedy under or in connection with this Agreement. In furtherance of the foregoing, Owner and Member each agrees that it shall neither seek or obtain, nor be entitled to seek or obtain, any deficiency or other judgment against any Protected Person for any action or inaction under or in connection with this Agreement, and Owner and Member each releases all such Protected Persons from any such claims by Member or Owner, as the case may be.
(n) Parties 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 seq.
( o) 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 initiated by Owner shall be brought under the jurisdiction of the Superior Court of the County of Placer, State of California; the Parties otherwise reserve any and all other rights under California Code of Civil Procedure section 394 with regard to venue. (p) Entirety of Agreement. This Agreement contains the entire agreement of Member and Owner with respect to the subject matter hereof, and no other agreement, statement, or promise made by any party, or any employee, officer or agent of any party, which is not contained in this Agreement, shall be binding.
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties have executed this Program Support Agreement as of the date first written above.

MEMBER:

OWNER:

Pioneer Community Energy Authority, a
California Joint Powers Authority]
E-SIGNED by Donald Eckert
By: on 2024-06-06 13:10:21 PDT
Name: Donald Eckert
Title: June 06, 2024
Participate.Energy LLC
a Delaware limited liability company
aha11 Itiedtnrm By: Ethan Fciedman (Jun 5,2024 1s,os EDT) Name: Ethan Friedman
Title: MD --"'-='-------------
[Signature Page to Program Support Agreement]

EXHIBIT A

PROGRAM SUPPORT SERVICES SCHEDULE
I. Member shall provide Level I System Support for all Systems included under the Power Purchase Agreement, including without limitation maintaining and coordinating all personnel, activities, and infrastructure reasonably required for such Level I Support Services. "Level 1 Support Services" shall include:
a) Provide first contact and Customer interaction for any System-related communication via email and telephone;
b) Clarify general System functions and features via email or telephone upon receipt of Customer requests;
c) To the extent reasonably possible by telephone or email, verify, analyze and correct System problems reported by Customers;
d) Create incident reports, including initial analysis, for System problems that cannot be corrected by telephone or email;
e) Forward incident reports to O&M Provider promptly upon report of any System problem that cannot be corrected by Member by telephone or email; f) Periodic reporting to Owner and O&M Provider of all significant System-related Customer interactions.

Pioneer PE Program Support Service Agreemen
t Clean 05282024 - - Final Audit Report
Created:

By:

Status:

Transaction ID:
2024-06-04
Stacey Fang ([email protected])
Signed
CBJCHBCAABAAQ2bHPByzXNKUl8gca7adk4T5OnJKvOig
2024-06-05
"Pioneer PE Program Support Service Agreement_Clean_05282 024" History
~ Document created by Stacey Fang ([email protected]) 2024-06-04 - 8:21 :51 PM GMT- IP address: 68.113.20.1 76 C1.,.. Document emailed to Ethan Friedman ([email protected]) for signature 2024-06-04 - 8:22:00 PM GMT
~ Email viewed by Ethan Friedman ([email protected]) 2024-06-05-10:05:11 PM GMT- IP address: 70.19.74.146
ID'o, Document e-signed by Ethan Friedman ([email protected]) Signature Date: 2024-06-05-10:05:27 PM GMT-Time Source: server- IP address: 70.19.74.146 0 Agreement completed.
2024-06-05 - 10:05:27 PM GMT
fJ Adobe Acrobat Sign

Page 1 of 5 ends

Staff Report – Item 3
To: The Governing Board
From: Chau Pham, Legislative and Regulatory Policy Analyst Item 3: End of Legislative Session and Regulatory Successes Update Date: 10/24/2024

RECOMMENDATION
Receive an update on the end of session legislative activities including the following bills that Pioneer Community Energy (Pioneer) had a position on: SB 867 (Becker), SB 1014 (Dodd), SB 1062 (Dahle), AB 2750 (Gallagher), AB 2787 (Patterson), AB 2902 (Wood).

Receive an update on the regulatory successes and their associated cost savings secured by Pioneer, in collaboration with partners including Joint Community Choice Aggregators (CCAs) Group, California Community Choice Association (CalCCA), Keyes and Fox (KF), and Newgen.

BACKGROUND
The California State Legislature adjourned on August 31, 2024. The Governor had a deadline of September 30, 2024, to sign or veto any bills. This was the second year of a two-year session, and numerous bills were introduced that had the potential to impact the energy market, generally, and Pioneer, specifically.

Pioneer partners with other CCAs, CalCCA and their contracted regulatory attorneys (KF) and consultants (NewGen) to oversee several regulatory proceedings that directly impact our operations in the realm of procurement orders, billing operations, PG&E cost recovery processes, and more. Through our partnership, Pioneer is able to advocate for and get demonstrable results for our member agencies and customers.

ANALYSIS & DISCUSSION
Legislative Updates
Pioneer developed the 2024 Pioneer Legislative Policy and Platform based on the legislative policy and objectives presented to the Board in April of 2024. All relevant bills were analyzed, summarized, and generally ranked as Support, Watch, or Oppose by staff.

Support: Pioneer will support in various ways that may include sponsorship, writing letters of support, lobbying other market participants to support, support through California Community Choice Association (CalCCA), requesting Member Agencies to offer their support, etc.

Watch: Pioneer will monitor and continue to watch, offer support, or oppose depending on the direction of the bill.

Oppose: Pioneer will oppose in various ways that may include writing letters of opposition, lobbying other market participants to oppose, oppose through CalCCA, requesting Member Agencies to oppose, etc.

Plf)NEER

COMMUNITY ENERGY
Agenda Item: 3 Agenda Date: 10/24/2024

Page 2 of 5 ends

The following is a summary table and further details on the bills of highest priority for Pioneer that were introduced by the Assembly and Senate this session. They have been designated a position of Support, Oppose and sometime denoting, Unless Amended.

Summary Results Table of Priority Active Bills
Bill Author Pioneer Position Status
SB 867 Allen Support Signed by Governor
SB 1014 Dodd Support Held in Assembly Appropriations
SB 1062 Dahle Support Held in Assembly Appropriations
AB 2750 Gallagher Support Signed by Governor
AB 2787 Patterson Support Vetoed by Governor
AB 2909 Wood Support Signed by Governor
Highest Priority Active Bills Further Detail
SB 867, Allen (D) – Safe Drinking Water, Wildfire Prevention, Drought Preparedness, and Clean Air Bond Act of 2024
Impact to Pioneer: Yes
This bill would enact the Safe Drinking Water, Wildfire Prevention, Drought Preparedness, and Clean Air Bond Act of 2024, which, if approved by the voters, would authorize the issuance of $10,000,000,000 in bonds to finance projects for safe drinking water, drought, flood, and water resilience, wildfire and forest resilience, coastal resilience, extreme heat mitigation, biodiversity and nature-based climate solutions, climate-smart, sustainable, and resilient farms, ranches, and working lands, park creation and outdoor access, and clean air programs.

Priority: High
Position: Support. The state’s rapidly changing climate, coupled with the recent budget deficit, has left essential climate resiliency programs in need of support. This bill would provide this much needed support, by ensuring climate resiliency agencies, both local and statewide, receive sufficient funding to continue providing Californians with access to clean air and safe drinking water. The bond will finance essential climate programs, including biomass development projects, that are crucial to providing reliable clean energy and wildfire mitigation to Pioneer’s service territory.

Status: Signed by Governor. SB 867 will appear on the November 2024 ballot as Prop 4.

SB 1014, Dodd (D) – Wildfire safety: The California Wildfire Mitigation Strategic Planning Act Impact to Pioneer: Yes
This bill would require the Deputy Director of the Department of Forestry and Fire Protection, on or before January 1, 2026, and every 3 years thereafter, to prepare a Wildfire Risk Mitigation Planning Framework. The framework will provide quantitative, geospatial, and comparative evaluations of various wildfire risk mitigation actions to facilitate collaborative and long-term coordination of wildfire mitigation strategies across state agencies and organizations.

Priority: High
Position: Support. In previous years, wildfires have caused billions of dollars in property damage and adverse community health effects. Given the high-risk status of Pioneer’s service territory and the projected changes to Agenda Item: 3 Agenda Date: 10/24/2024

Page 3 of 5 ends

our climate, it is pertinent for the state to build a robust planning framework to protect communities vulnerable to the devastating effects wildfires.

Status: Held in Assembly Appropriations.

SB 1062, Dahle (R) – Conversion of electrical generation facilities using biomass Impact to Pioneer: Yes
This bill would require the Department of Conservation, on or before December 1, 2025, to establish and administer the Biomass Technology Transition Program to support the conversion of biomass generation facilities using traditional combustion technologies to newer advanced bioenergy technology facilities. Furthermore, this bill would require the Department of Conservation, on or before January 1, 2030, to establish a grant program to support the conversion of the generation facilities identified as part of the program eligibility.

Priority: High
Position: Support. Considering Pioneer’s desire to expand the use of biomass, this bill would provide support to existing biomass facilities to upgrade their technologies, further reducing emissions and expanding our supply of clean reliable energy.

Status: Held in Assembly Appropriations.

AB 2750, Gallagher (R) – Electricity: procurement: generation from biomass This bill would extend the procurement deadline of the BioRAM program from December 1, 2023 to July 1, 2025.

Furthermore, this bill would expand the eligibility of biomass facilities that could contract with the BioRAM program to include facilities located in areas that voluntarily opt for federal “severe” or “extreme” nonattainment status but have measured levels of air pollution below “severe”. This bill provision would allow Rio Bravo Rocklin, a biomass facility located in Lincoln, California to be eligible for a contract renewal.

Priority: High
Position: Support. Considering Pioneer’s focus on developing biomass energy in our region, this bill would make possible the ongoing success of Rio Bravo Rocklin biomass, promoting economic development and climate resiliency in our community.

Status: Signed by Governor.

AB 2787, Patterson (R) – Energy: building standards: photovoltaic requirements Impact to Pioneer: Yes
This bill, until January 1, 2028, would require residential construction intended to repair, restore, or replace a residential building damaged or destroyed as a result of a disaster in an area in which a state of emergency has been proclaimed by the Governor to comply only with requirements regarding photovoltaic systems pursuant to the regulations, if any, that were in effect at the time the damaged or destroyed residential building was originally constructed.

Priority: High
Position: Support. Pioneer’s service territory has unfortunately seen more than its fair share of wildfires. This bill could relieve local homeowners whose homes were either damaged or destroyed by wildfires from having to install solar on their homes. This bill would require the home to be repaired or replaced based upon the solar installation requirements at the time the home was built as opposed to when the home is being repaired or replaced.

Status: Vetoed by Governor.

Agenda Item: 3 Agenda Date: 10/24/2024

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AB 2902, Wood (D) – Solid waste: reduction and recycling Impact to Pioneer: Yes
This bill would extend the rural jurisdiction exemption from collection and procurement requirements under SB 1383. It would require CalRecycle to provide different organic waste procurement targets for local jurisdictions based on population and provide waivers and exemptions from collection and procurement requirements for rural, low-population, and high-elevation jurisdictions. It would extend the rural jurisdiction exemption until January 1, 2037 and would require CalRecycle to adopt regulations to establish a process to renew the exemption after that date for periods of up to 5 years.

Priority: High
Position: Support. Pioneer’s surrounding service territory includes rural areas that would be eligible for the rural jurisdiction exemption for organic waste collection and procurement requirements. This bill would help our neighboring communities, who could possibly be served by Pioneer in the future due to expansion efforts, alleviate their compliance requirements around organic waste management.

Status: Signed by Governor.

Regulatory Successes
• AB 843 (BioMAT) program successfully implemented
• Disconnections: $26M impact
This proceeding lays out the process for dealing with disconnections in services, including how load-serving entities (LSEs) receive late payments from customers. Previously in place was the waterfall method, which dictates that late payments from unbundled customers are first paid to their investor-owned utility (IOU), then the rest to their CCA. Due to CalCCA advocacy, the Commission ruled in favor of enacting the proportional allocation payment method, instead of the waterfall method. The proportional allocation method ensures CCAs receive equitable payout from late accounts, instead of being last in line after IOU collections, saving up to $26M in arrearages to be collected.
• Provider of Last Resort: $1M impact
This proceeding deals with the process of ensuring CCAs are properly insured, in case they are no longer able to serve customers, in which case their customers will be shifted to the provider of last resort. Due to CalCCA advocacy, Pioneer was able to avoid changes to the financial security requirement that would have forced CCAs to post up to $1M more than the current requirement.
• Diablo Canyon Extended Operations: $45-190M impact
This proceeding deals with PG&E’s cost recovery for the extended operation of the Diablo Canyon Power Plant.

CalCCA and Keyes and Fox contested PG&E’s forecast of resource adequacy (RA) substitution capacity costs, on the basis that PG&E generally schedules known and/ or foreseeable outages at DCPP during times when the grid is likely to be less constrained. Therefore, the benefits allocation of RA during the summer months should not be included in the forecast costs, which could reduce the overall cost $45-190M. • 2023 ERRA Forecast: $285M overall impact
KF corrected the allocation of the sale of PG&E’s SF headquarters — credit to CCA ratepayers for 2023 ($18M leftover issue from 2022 that will continue to be realized through 2026). PG&E agreed to correct errors in their filing, resulting in a $26M cost reduction. KF caught a filing error, which resulted in a $72M correction. KF insisted on including the ERRA-PFS balance amortization in the Portfolio Allocation Balancing Account reduced vintage 2020 costs, which had a $82M impact. The Commission agreed that negative PCIA rates should be allowed when the forecast indifference amount was a credit. The proposed floor was artificially increasing PCIA rates for Agenda Item: 3 Agenda Date: 10/24/2024

Page 5 of 5 ends

vintages 2009 and 2021-2023. Removing the floor reduces total PCIA revenue collection by $87.3m ($3.7m for departing load).
• 2024 ERRA Forecast: Tens of millions of dollars
PG&E was ordered to defer a change in how they allocate the costs of their procurement group, which CCA customers help fund, until after phase 2 of the ERRA proceeding. The result is an additional year of the current methodology. The impact is a confidential amount, but approximately tens of millions of dollars. KF also corrected the allocation of the sale of PG&E’s SF headquarters — credit to CCA ratepayers for 2023, saving $18M.
• 2025 ERRA Forecast (on-going): Nearly $1B overall impact KF defeated PG&E’s attempt to ignore high RA capacity prices and cap the value of PG&E’s capacity, as the Commission determined the issue was out of scope, which had an impact of just under $1B. KF corrected the allocation of the sale of PG&E’s SF headquarters — credit to CCA ratepayers for 2024 ($8M leftover issue from 2022 that will continue to be realized through 2026). PG&E agreed to reallocate forecasted sold and unsold RA capacity, which had a $69M impact. The 2021, 2022 and 2023 ERRA Compliance cases are still on-going, with controversial issues still unresolved.

STRATEGIC PLAN
The recommendation supports the Community Partner Goal.

FISCAL IMPACT
There is no fiscal impact with the report.

ATTACHMENTS
There are no attachments to the report.

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Staff Report – Item 4
To: The Governing Board
From: Paige Garcia, Program Manager
Item 4: Low Carbon Fuel Standard Program
Date: 10/24/2024

ACTION REQUESTED
Provide direction to staff on interest in a Low Carbon Fuel Standard (“LCFS”) program that could be beneficial to Pioneer Community Energy’s (“Pioneer”) Member Agencies.

RECOMMENDATION
There is no recommendation to the report.

COMMUNITY ADVISORY COMMITTEE RECOMMENDATION
On September 25, 2024, Pioneer Community Energy’s Community Advisory Committee reviewed and approved the Low Carbon Fuel Standard program with FuSE Energy for presentation to the Board.

BACKGROUND
Assembly Bill 32 created the LCFS program, which is managed by the California Air Resources Board (“CARB”).

LCFS operates similarly to the Cap-and-Trade program in that some entities generate credits and some generate deficits based on the carbon intensity of their activities. LCFS is exclusive to transportation fuel emissions.

Entities that produce low or no carbon through transportation fuels generate credits. Entities that produce transportation fuel emissions create a deficit. These credits have a floating value based on the program market dynamics. Entities with credits can sell them to entities that create emissions and realize the monetary value associated with the credits.

ANALYSIS & DISCUSSION
As the State of California enacts aggressive clean energy policies to reach Climate Change goals, clean fleets and other transportation systems have become a priority. Local governments, including Pioneer members, can benefit from monetizing credits from their clean fuel transportation efforts. Electric vehicles, electric vehicle charging infrastructure, electric forklifts, and other clean transportation elements can contribute to LCFS credits.

Pioneer can support its member agencies with these clean transportation efforts by monetizing LCFS credits.

Profits earned from selling LCFS credits could then be used to further clean transportation efforts. For example, profits from LCFS credits can be used to buy a new electric vehicle to replace a gas vehicle or install new chargers.

To sell these credits, agencies must utilize a credit broker, which is where the potential program partner, FuSE, would be engaged. Pioneer was introduced to FuSE through their work with other CCAs. FuSE supports these CCAs efforts to monetize their own credits they produce through their charging stations. FuSE is a software-as-a-service (SaaS) company that designs, manages and executes electricity consumption data products and services for forward-thinking on- and off-road fleet operators. They work with public agencies, larger companies, and other CCAs to buy and sell LCFS credits.

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COMMUNITY ENERGY
Agenda Item: 4 Agenda Date: 10/24/2024

Page 2 of 2 ends

The LCFS credit program would work with FuSE, Pioneer, and the member agency to inventory and track potential sources for credit. FuSE then would sell them on behalf of the member agency. FuSE and Pioneer would receive a portion of the profits from the credits, with most of the profits being returned to the member agency.

Next Steps
Based on feedback from the Board, staff will bring back this item for action at the November Board meeting.

STRATEGIC PLAN
The recommendation supports Community Partner and Operational Optimization Goals.

FISCAL IMPACT
There is no fiscal impact with this item.

ATTACHMENTS
There are no attachments with this item.

Page 1 of 2 ends

Staff Report – Item V-B
To: The Governing Board
From: Donald Eckert Jr., Chief Executive Officer
Item V-B: CEO Report
Date: 10/24/2024

PERSONNEL
I am pleased to report we have closed the recruitment for the Power Contracts Manager as an offer was accepted with an anticipated start date of early December. With the closure of this recruitment, Pioneer Community Energy will have filled nineteen of twenty authorized positions by the end of calendar year.

There is one active recruitment for the Projects Development Manager position. The first round of interviews will commence the week of October 21st.

CHIEF EXECUTIVE OFFICER AGREEMENTS EXECUTED (NON-POWER SUPPLY) The following agreements have been executed by the Chief Executive Officer, consistent with the authority delegated by the Board:
• Downey Brand LLC, Joint Representation at the CPUC regarding PG&E resiliency issues including PSPS and EPS events, Agreement with share of cost between 3 CCAs, in an amount not to exceed $50,000, executed on October 1, 2024, and effective retroactive to the first date services were performed. • Abbott, Stringham, and Lynch, consultant services for the AMI Audit, in an amount not to exceed $12,000, effective October 3, 2024.
• LHi Group INC, Staffing Services Agreement for placement of a Project Development Manager, in an amount not to exceed $45,000, effective October 4, 2024.

PUBLIC SAFETY POWER SHUTOFF (“PSPS”) EVENT
High winds prompted Pacific Gas & Electric to issue a PSPS warning for the weekend of October 18-20. The initial communication includes approximately 5,000 accounts in our service territory. As of the submittal of this report (October 18th), the event has been cancelled for all of our service territory.

EXPANSION UPDATE
Pioneer staff has met with staff from all ten (10) of the New Member Applicants to present the results of the Impact Assessment Study and potential launch date of October 2027. Pioneer staff has presented to approximately half of the Governing Bodies as well. The reception has been consistently positive.

Pioneer staff is also reviewing the results of the Power Supply Request for Proposal to gauge the power supply market’s capacity for expansion and the initial results are promising. We will bring back expansion to the Board at the December meeting.

QUARTERLY SPONSORSHIP REPORT
The following table is sponsorship activity through the first quarter of the fiscal year:

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COMMUNITY ENERGY
Agenda Item: V-B Agenda Date: 10/24/2024

Page 2 of 2 ends

CHIEF EXECUTIVE OFFICER POWER SUPPLY CONTRACTS EXECUTIED The following agreements have been executed by the Chief Executive Officer, consistent with the authority delegated by the Board:

Presentations and Relevant Meetings attended by the Chief Executive Officer

1. Participated in CalCCA Weekly/Monthly Board meetings.

2. Participated in CalCCA Board Annual Retreat

3. Participated in State of the City Event for Auburn

4. Presented to staff of New Member Applicants regarding the Impact Assessment Study

ATTACHMENTS

1. Agenda Planning Document

2. Legislative and Regulatory Report

3. Communications Report

4. Programs Report
Event Date
Member
Community Vendor Special Event Amount
CY 2024 Lincoln Lincoln Potters Baseball Club, Inc. 2024 Season Partnership $2,000 8/8/2024 Statewide
Mountain Counties Water Resources
Association MCWRA/EID Regional Leaders Reception $250
9/18 - 9/20,
2024 Statewide
Rural County Representatives of
California 2024 RCRC Annual Meeting $7,500
9/30/2024 Auburn Auburn Chamber of Commerce 2024 State of the Community $275 Total $10,025
Quarter Ended September 30, 2024
Counterparty Name Execution
Date Type Product Start Date End Date Notional
Value
Pacific Gas & Electric Company 9/18/2024 Buy Pioneer North System 6/1/2025 8/31/2025 $4,295,000 Agenda Planning Document – Pioneer Community Energy Updated 10-18-2024

BOARD OF

DIRECTORS
OCTOBER 24, 2024

REGULAR MEETING
2:30 PM
(Post Agenda: October 18)
NOVEMBER 21, 2024

REGULAR MEETING
3:00 PM
(Post Agenda: November 15)
DECEMBER 19, 2024

REGULAR MEETING
3:00 PM
(Post Agenda: December 13)

IN THE FUTURE
General Function I Closed Session (1 item) (JAN) Selection of Officers Consent 1a Minutes for Approval-SEPT 19, 2024 Minutes for Approval-OCT 24, 2024 Minutes for Approval-NOV 21, 2024 (JAN) RES Adopt 2025 Governing Board Meeting Schedule (Eckert)
1b Receive Draft Financials: JULY-AUG
2024 (Koehn)
Receive Draft Financials: OCT 2024
(Koehn)
(JAN) AMI audit (Koehn)
1c RES Power Content Label
(Kang)
RES GridGen / Pioneer Economic
Review (action- Stassi-Vanacore)
(FEB) Affirm Committee Members
(FEB) Appoint Committee Members
1d RES Amendment to cQuant contract
(Kang)

RES LCFS
(action – Stassi-Vanacore)
(NOV) RES amending Resolution 2021-1 re:
staff executing Long-term PPAs not
exceeding 3 MW in Capacity and 20 Years
in Tenor (Kang)
Regular 2 GridGen / Pioneer Economic Review
(action- Stassi-Vanacore) guest
RES AgFIT program
(action -Stassi-Vanacore)
RES Board Member Recognition (3)
(action-Eckert)
(JAN) RES Marketing Contract
(action - Stassi-Vanacore)
3 Legislative Session Update
(discussion-Kang) guest
Feed-in Tariff (FiT) re: solar+storage
BioMAT (action - Kang)
RES Rates (action-Eckert) (DEC/JAN) Financial Audit Report (Koehn) 4 LCFS
(action – Stassi-Vanacore) guest
RES Revised NEM Policy
(action-Koehn)
Expansion Update and Approve 30-day
Notice for Board Vote re: JPA
Amendment – Membership
(action-Eckert)
RES approving Amendment No. x to the
Amended & Restated JPA - Membership
(action-Eckert)
Receive Quarter 1 Financials
(discussion-Koehn)
RES approving Addendum No. 3 to the
Community Choice Aggregation
Implementation Plan & Statement of
Intent (action-Eckert)
(BOARD REQUEST) Expansion discussion re:
governance, “like-minded”, 1 seat-1 vote
(Eckert)
Community Choice Power membership
(Eckert)
ICE Energy (discussion – Stassi-Vanacore)
EV Energy programs (Stassi-Vanacore)
General Function II Chief Executive Officer’s Report
REG Reports: Leg/Reg; Communications;
Programs; EE intro (Chau).

QTRLY Updates: Sponsorship Activity
Chief Executive Officer’s Report
REG Reports: Leg/Reg; Communications;
Programs;
Chief Executive Officer’s Report
REG Reports: Leg/Reg; Communications;
Programs;
Chief Executive Officer’s Report
-QTRLY Updates requested by the Board
JAN – APR – JULY – OCT
 Strategic Plan Objectives
 Sponsorship Activity
Informational Items
Glossary of Terms
Informational Items
Glossary of Terms
Informational Items
Glossary of Terms
Agenda Planning Document – Pioneer Community Energy Updated 10-18-2024 AUDIT/FINANCE COMMITTEE DECEMBER 5, 2024
3:00 PM
in-person & remote locations
PRIOR TO JANUARY 16, 2025 BOARD
Greg Janda, Chair
John Hidahl, Vice Chair
Gary Petersen
David Ring
o Rates
o Financial Audit
o Financial Audit

ENERGY PROCUREMENT REVIEW
AD HOC COMMITTEE TO BE SCHEDULED – NOVEMBER
zoom only

TBD DECEMBER
Greg Janda, Chair
Gary Petersen, Vice Chair
Alice Dowdin Calvillo
John Hidahl
o Approve PPA with ICE Energy

EXPANSION

AD HOC COMMITTEE
DECEMBER 4, 2024
3:00 PM
zoom only

IN THE FUTURE
Alice Dowdin Calvillo, Chair
David Yarbrough, Vice Chair
Jim Holmes
o Update regarding prospective New Members
o Enrollment Schedule

COMMUNITY ADISORY COMMITTEE

TO THE CHIEF EXECUTIVE OFFICER TO BE SCHEDULED IN THE FUTURE Meets on the 4th Wednesday
(even-numbered months)
DECEMBER 11
=
FEBRUARY 26
APRIL 23
JUNE 25
AUGUST 27
OCTOBER 22

Page 1 of 11 ends

Attachment 2: Legislative and Regulatory Update
Date: 10/24/2024

Legislative Affairs
• Pioneer submitted a letter of support for AB 2787 (Patterson) which would ease the solar requirements for property owners that have lost their homes due to a wildfire. The bill passed through both houses but was vetoed by the Governor due to concerns about undoing climate progress made through the Building Efficiency Standards.
• Pioneer drafted a support letter for AB 2902 (Wood) which would, among other things, require CalRecycle to exclude residents included in department-issued low population or elevation waivers from the population in determining a local jurisdiction’s organic waste procurement target. The bill passed through both houses and was signed by the Governor. It has been chaptered by the Secretary of State into statute.
• Pioneer submitted a letter of support for SB 867 (Allen) which would provide funding for clean air and water infrastructure and programs, through a $10 billion Climate Bond. The bond contains $50 million specifically allocated to the Department of Conversation for an existing pilot program to convert forest biomass into carbon-negative biofuels. The bill has passed through the Assembly and Senate and has been approved by the Governor. The Climate Bond will appear on the November ballot as Prop 4.
• Pioneer submitted a letter of support for AB 2750 (Gallagher) which would extend requirements on IOUs and CCAs to procure energy from biomass generating electric facilities to July 1, 2025. The bill would also expand eligibility for contract renewals to include facilities located in an air district that voluntarily reclassifies to “Severe” or “Extreme” air quality nonattainment status despite having actual measured air quality levels below that, allowing Rio Bravo Rocklin, a biomass facility in Placer Country, to be eligible for a contract renewal. The bill passed through both houses and was signed by the Governor. It has been chaptered by the Secretary of State into statute. • Pioneer submitted a letter of support for SB 1062 (Dahle) which would establish the “Biomass Technology Transition Program” to support the conversion of biomass generation facilities using traditional combustion technologies to newer advanced bioenergy technology facilities. The bill was held in Assembly Appropriations.
• Pioneer submitted a letter of support for SB 1014 (Dodd) which would require the Office of the State Fire Marshal to prepare a Wildfire Risk Mitigation Planning Framework and make the framework available as a planning tool for entities to engage in statewide wildfire risk mitigation planning. The bill was held in Assembly Appropriations.

Regulatory Proceedings
Below is a summary table of the key issues, followed by further detail on activities since our last Board Meeting on a few ongoing priority Pioneer regulatory Proceedings and matters. More updates will follow at future Board meetings as regulatory proceedings and matters evolve.

Proceeding Issue Pioneer Position
R.22-07-005 Order Instituting Rulemaking
(OIR) to advance Demand
Flexibility through electric rates
Limit negative impacts of the
Income Based Graduated Fixed
Charge and educate Pioneer
Board and customers prior to
the rollout.

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COMMUNITY ENERGY
Attachment 2 Agenda Date: 10/24/2024

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R.22-10-010 Order Instituting Rulemaking to
Implement AB 843 (2022) –
The Bioenergy Adjusting Tariff
Program
Expeditiously implement AB
843 to allow CCA access to the
BioMAT program for future
subsidies for biomass
procurement
A.20-02-009; A.21-03-008;
A.21-06-001; A.22-05-029
PG&E 2019 Energy Resource
Recovery Account (ERRA)
Compliance Application; PG&E
2020 ERRA Compliance
Application; 2021 ERRA
Compliance Application; 2022
ERRA Compliance Application;
2023 ERRA Compliance
Application; 2023 ERRA
Forecast Application; 2024
ERRA Forecast Application
Reduce the ERRA impact on the
PCIA; increase data
transparency from the IOUs
R.20-08-020 Rulemaking to develop a
successor to existing Net
Energy Metering (NEM) tariffs
and to review and refine
existing NEM tariffs
Mitigate impacts to Pioneer NBT
customers and inform
customers of upcoming changes
to the program
R.21-03-011 Provider of Last Resort (POLR)
Order Instituting Rulemaking
Limit the impacts of changes to
the Financial Security
Requirement (FSR)
R.17-09-020; R.19-11-009;
R.21-10-002
Resource Adequacy (RA)
Reform & Implementation
Tracks
Refine the current RA Program
construct; reduce volatility of
RA prices; increase RA
procurement availability and
grid reliability
R.18-12-005 Utility De-energization, Public
Safety Power Shutoffs (PSPS),
and Enhanced Powerline Safety
Settings (EPSS)
Reduce impacts of PSPS and
EPSS events; increase
coordination and
communications with IOUs to
ensure public safety during de-energization; limit PSPS and EPSS impacts on CCA load
scheduling
CEC - OIR – 21-OIR-03, 23-
LMS-01
Load Management Standards
(LMS)
Ensure Pioneer Maintains
compliance with CEC mandates
and requirements
AB 843 OIR:
• October 20, 2022- The OIR was opened to examine the implementation of AB 843. • April 28, 2023- Workshop held.
• November 30, 2023- CPUC voted to approve the revised Proposed Decision, which clarified many of the issues raised in the comments of the PD, while retaining the favorable outcome for CCAs. • January 2, 2024- the IOUs submitted their Tier 2 ALs modifying the BioMAT Tariff to incorporate CCAs. • January 29, 2024- 60 days from the Decision- CCAs finalized two provisions with Accion for website work and third-party administrator. In addition, CCAs submitted a revised tariff, a program participation request, power purchase agreement, rate schedule, and balancing statement as part of a Tier II AL to the CPUC. • February 1, 2024- Tier III ALs were submitted by 4 CCAs indicating interest in participating in the BioMAT program (3CE, Pioneer, RCEA, and OCPA).

Attachment 2 Agenda Date: 10/24/2024

Page 3 of 11 ends

• February 23, 2024- CalCCA submitted a 15-day extension until March 14 to meet the requirement for the central BioMAT Accion webpage and standard framework for individual CCA webpages within 90 days of the decision due to an issue raised by Accion in the third-party administrator Statement of Work that the CCAs, IOUs, and Accion are attempting to resolve.
• February 25, 2024- RCRC submitted reply comments in support of the Joint CCAs proposal to consider extending the BioMAT program sunset date.
• March 1, 2024- A group of CCAs (Pioneer, RCEA, 3CE, OCPA, MCE, and VCE) submitted comments in the RPS proceeding asking the CPUC to consider expediting consideration of an extension to the BioMAT program beyond 2025.
• March 5, 2024- There is an agreement with Accion as the Third-Party Administrator. The agreement has been reviewed and signed by Pioneer as well as the other 3 CCAs. • On March 13, 2024- CalCCA submitted a second request for extension of time for an additional 15-day extension.
• March 20, 2024- CPUC granted CalCCA’s first request for a 15-day extension of time. • March 21, 2024- There was a meeting with CPUC staff on implementation of AB 843. Brad Hill will be moving over to Natural Resources Agency.
• March 28, 2024- Assembly Member Aguiar-Curry submitted a letter of support to the CPUC for the extension of the BioMAT program. This letter included the support of other legislators: Senator Alvarado-Gil, Senator Dahle, Senator Talamantes Eggman, and Assembly Member Dahle. • March 28, 2024- CalCCA submitted a third request for extension of time for an additional 31-day extension of time (until April 29) for the central BioMAT Accion webpage and standard framework for individual CCA webpages to be completed within 90 day of the effective date of the decision. Work has been delayed pending final agreement from all parties to revisions to the third-party administrator Statement of Work. • April 4, 2024- There was a prehearing conference to address the preliminary scope of issues in the OIR for IRP where the Joint CCAs are asking for an extension of the BioMAT program. During this conference, Scott Blaising represented the Joint CCAs and asked for 1) the CPUC to expedite the extension of the BioMAT program and 2) broadly review the program.
• May 1, 2024- CPUC approved the joint CCAs Tier 2 Advice Letter which approved the BioMAT standard program documentation which included the tariff, the pro-forma power purchase agreement, program participation request forms, BioMAT program website and portal development contracts, independent third-party contracts, initial balancing account statements, and non-bypassable charge rate scheduled. • Pioneer has completed the implementation of the BioMAT program. The website and all necessary documents for BioMAT are live.
• June 20, 2024- CPUC issued a Draft Resolution to approve participating CCAs’ forecast revenue requirements, which is $0 for 2024-2026 for all participating CCAs, since no BioMAT projects are forecasted to COD before then.
• September 1, 2024- CPUC granted the joint CCAs’ extension request for the BioMAT application for prudent contract management, since there are no BioMAT contracts to report on. The new deadline will be 6 months after the first BioMAT contract is executed or September 1, 2025, whichever date comes first.

Demand Flexibility:
• June 30, 2022- AB 205 passed giving the CPUC the authority to approve a pricing structure that incorporates an Income Based Graduated Fixed Electricity Charge (IGFC). • July 14, 2022- The Commission issued an OIR to begin this proceeding to establish demand flexibility policies and modify electric rates to advance the following objectives: 1) enhance the reliability of California’s electric system; 2) make electric bills more affordable and equitable; 3) reduce the curtailment of renewable energy and greenhouse gas emissions associated with meeting the state’s future system load; 4) enable widespread electrification of buildings and transportation to meet the state’s climate goals; 5) reduce long-term system costs through more efficient pricing of electricity; and 6) to enable participation in demand flexibility by both bundled and unbundled customers.

Attachment 2 Agenda Date: 10/24/2024

Page 4 of 11 ends

• July 31, 2023- Parties submitted Comments on the IGFC Implementation Pathways considering the ALJ Ruling’s questions.
• August 21, 2023- CalCCA submitted Reply Comments to refute parties’ arguments regarding including the PCIA or Competitive Transition Charge (CTC) as fixed costs eligible for inclusion in the IGFC. • October 27, 2023- 22 Democratic lawmakers sent a letter to the CPUC asking for an extension of the timeline for the proceeding and require public participation hearings before implementing an IGFC. • November 3, 2023- Track A (IGFC)- CalCCA filed a reply brief continuing to refute party proposals that the PCIA be included in the IGFC and noting that the parties advocating for inclusion of the PCIA have not addressed the arguments put forth by CalCCA.
• December 15, 2023- Track B (demand flexibility)- The CPUC issued a PD which directs PG&E to expand the Valley Clean Energy Ag-Fit pilot program. CCAs that participate in the expanded pilot may receive $20/kW for each year of customer enrollment in the PGE Ag-Fit pilot as an incentive. The incentive is capped at $1.8 million for PG&E’s territory. The budgets are for all the CCAs wanting to participate to share. PG&E will be administering the pilot so there will be no administrative costs, but several of the CCAs want to have a say in how the pilot is administered and the education and outreach of the pilot. December 18, 2023- Track A (IGFC)- CPUC issued a ruling requesting implementation information from the IOUs on the IGFC. The ruling directs the IOUs to file additional information about the proposed budgets for implementing the first income-graduated fixed charges by January 24, 2024. • January 23, 2024- (Track B) There was a revised PD on the expanded pilots. Pioneer is considering offering the expanded Ag-Fit program to its customers. The pilot will be administered by PG&E so it will involve minimal work on behalf of Pioneer staff, but it will also bolster our Load Management Standards program and keep us competitive with PG&E.
• January 26, 2024- The CPUC approved the expanded pilots revised decision. In D.24-01-032 to Advance Demand Flexibility Through Electric Rates, the CPUC directed PG&E to expand the Valley Clean Energy Ag Real Time Pricing Pilot (VCE AgFIT Pilot). The decision orders PG&E to extend the duration and expand participation of the VCE AgFIT Pilot to agricultural customers throughout PG&E’s service territory. • January 30, 2024- (Track A)- There was a press conference held by a group of 20 Democratic Legislators calling for the repeal of income-graduated fixed charge. AB 1999 would repeal the income-graduated fixed charge approved under AB 205 (2022) and replace it with a $5 fixed charge for CARE customers and a $10 fixed charge for all other residential customers.
• February 13, 2024- Pioneer staff sent PG&E an email indicating interest in possibly participating in the expanded pilot expansion program, particularly the Ag Pilot. • February 13, 2024- at the Senate Utilities, Energy and Communications hearing the IGFC was brought up by CPUC president, Alice Reynolds, who indicated the CPUC was working on an IGFC decision possibly by the end of Q1.
• March 1, 2024- There is an expanded pilot workshop to address dual participation, since some demand flexibility programs are dual enrollment prohibited. Dual Participation is allowed for- Critical Peak Pricing:
(Peak Day Pricing and SmartRate), Electrification Rates: (E-ELEC), TOU Rates (E-TOU, E-TOU-D), Simple NEM and NBT, and ELRP Subgroup A: (A1-A6). Dual Participation is Prohibited- Supply-Side DR Programs (BIP, CBP, ART, DRAM, non-DRAM DR RA Contracts, DSGS Option 2), Flex Market Pilot, DAHRTP, ELRP Subgroup B: B1-B2, and Other Event-Based Load-Modifying Programs (OBMC, SLRP). • March 25, 2024- PG&E submitted their Tier 2 AL for implementation plans for PG&E’s Expanded Ag Pilot. 5 CCAs have expressed an interest in participating in PG&E’s Ag Pilot in 2024 (Ava, SVCE, VCE, 3CE, and Pioneer). PG&E will launch the pilot in June of 2024. Participants will continue to pay their current bill and will receive the shadow bill, which they will not pay. The shadow bill will illustrate a customer’s potential savings under the dynamic pilot rate. There is also a $20 per unbundled kW per year incentive, subject to a $1.8 million cap for all CCA incentives.
• March 27, 2024- The CPUC issued a proposed decision addressing AB 205 (Income Graduated Fixed Charge) requirements for electric utilities. The earliest this proposed decision could be adopted is May 9, 2024. This decision authorizes all IOUs to shift the recovery of a portion of fixed costs from volumetric rates to a separate, fixed amount on bills without changing the total costs that utilities may recover from customers.

As a result, this decision reduces the volumetric price of electricity (in cents per kilowatt hour) for all Attachment 2 Agenda Date: 10/24/2024

Page 5 of 11 ends

residential customers of IOUs. The CPUC did not adopt the IOUs’ proposal and instead the proposal would have Tier 1 (customers enrolled in CARE) pay $5 a month, Tier 2 (customers enrolled in FERA or who live in affordable housing restricted to residents with incomes at or below 80% of Area Median Income) pay $12 a month, and Tier 3 (all other customers) pay $24.15 per month. This new billing structure would apply to all residential rates of the IOUs, except for master-meter rates that are not sub-metered. • May 9, 2024- CPUC approved implementation of the Income Graduated Fixed Charge without any changes to the structure described in the previous bullet.
• June 12, 2024- CalCCA filed reply comments on the Track B Proposal, urging the CPUC to reconsider the process for updating marginal cost values and to clarify a cost recovery structure that ensures CCA customers do not get double-charged for being unbundled.

Net Billing Tariff (NBT):
• December 15, 2022- The CPUC issued a PD that was voted out unanimously. New solar customers that sign up after April 14, 2023, will be placed on NBT. This Proceeding created a successor Program to NEM 2.0 to address some of the identified issues with the existing Program. The objective is to increase equity and eliminate cost shifts onto lower income customers who are subsidizing, to some degree, residential solar owners.
• August 2, 2023- The CPUC issued a Proposed Decision on the remaining issues in the NBT proceeding, including virtual NEM, enhanced consumer protection, and fuel cell participation. • August 8 ,2023- Comments were filed by Joint CCAs: SDCP, PCE, Pioneer, SCP, RCEA, and SJCE. The comments argued that the Proposed Decision, with some adjustments, can improve bill clarity for NEM customers and future NBT customers.
• September 14, 2023- A California appeals court will hear a lawsuit seeking to overturn the CPUC’s rooftop solar decision which would significantly reduce the credits customers receive. • September 16, 2023- There was a letter signed by members of the Legislature on the NEM program for agricultural users.
• October 26, 2023- Joint CCAs have held ex parte meetings with the CPUC, and President Reynolds, who recommended meeting with the Energy Division.
• October 30, 2023- Energy Division released a Proposed Resolution approving the IOUs NBTs, with modifications.
• November 2, 2023- CPUC has delayed their decision implementing Virtual Net Energy Metering (VNEM) and other aspects of NBT until November 16, 2023, at the earliest. • November 16, 2023- CPUC adopted revision 2 of the VNEM Decision. • November 20, 2023- PG&E requested an extension of time to comply with the Residential Net Billing Tariff to August 31, 2024. Pioneer led a coalition of CCAs that submitted a letter to the CPUC in support of the extension request to allow for a more enhanced customer service process. • December 14, 2023- CPUC granted an extension for PG&E until April 15, 2024. • December 20, 2023- An appeals court in San Francisco upholds the CPUC decision on the vote to overhaul rooftop solar rules. Protect Our Communities Foundation, Center for Biological Diversity, and the Environmental Working Group filed the lawsuit. This decision could be taken to the Supreme Court. • Week of April 22, 2024- Pioneer will send a postcard to all customers impacted or potentially impacted by the Solar Billing Plan. Themed as “Top 5 Things to Know About the Sollar Billing Plan,” this mailer clarifies information provided in PG&E’s required mailers and will arrive before customers receive bills that reflect changes due to the Solar Billing Plan. Roughly 175 customers in Pioneer’s service area will be immediately affected. The mailer will go to all 723 customers with interconnection applications pending, as well as those who will see billing changes over the next year (about 1,800).

PG&E ERRA Compliance and ERRA Forecast:
• The ERRA Proceedings act as a review of an IOU’s prior year portfolio management and accounting and seeks to identify errors and discrepancies between PG&E’s revenue requirements vis-à-vis collected Attachment 2 Agenda Date: 10/24/2024

Page 6 of 11 ends

revenues through the IOUs’ General Rate Case (GRC) which ultimately affects CCA rates through the Power Charge Indifference Adjustment (PCIA).
• May 14, 2023- PG&E’s 2023 – 2024 ERRA Forecast and Testimony was released. • June 1, 2023- NewGen sent over the new rate forecast spreadsheet. The forecast looks good with the PCIA remaining negative over many vintages, but this will change before the October Update. • June 16, 2023- Keyes and Fox filed a Protest to PG&E's Forecast Application. • August 10, 2023- CalCCA filed a Protest to PG&E’s ERRA Trigger Application proposing a rate increase in November to correct and account for under-collections.
• September 6, 2023- CalCCA provided Testimony on the 2024 PG&E ERRA Forecast case and touched upon the fixed generation cost issue.
• October 16, 2023- PG&E’s October Update to its 2024 ERRA Forecast came out. Energy prices have softened relative to PG&E’s original forecast (which would, all else equal, cause PCIA rates to increase), but RA and RPS benchmarks have increased significantly since PG&E's filing (dampening the impact of energy prices).

All told, forecast rates increased relative to the original forecast across the board, but forecast rates remain negative for vintages 2021 and later.
• November 1, 2023- Keyes and Fox submitted comments on PG&E’s ERRA Trigger proposal and comments on PG&E’s October update.
• November 16, 2023- The CPUC unanimously approved the Alternate Proposed Decision and indicated that “the decision balances a myriad of competing interests- affordability, feasibility, safety, and reliability.” PG&E requested $15.4 billion for 2023 and the decision reduced that amount by $1.8 billion to $13.5 billion.

This is an 11% increase from the authorized 2022 revenue requirement. For the typical residential customer, their combined monthly electric and natural gas bill will increase by $32.62 or 12.8%, compared to PG&E’s request of $38.73 or 17.9% increase.
• November 30, 2023- The PD for the PG&E ERRA Forecast came out. There were a couple of disputed issues including whether to amortize the 2023 trigger balance over 6 months or 12. CalCCA was asking for 12 and PG&E was asking for 6 months. The CPUC adopted PG&E’s recommendation. The second issue was whether PG&E should apply a first-in-first-out methodology to the use of excess prior year RECs or a last-in-first-out methodology. The CPUC ruled with PG&E on a last-in-first-out methodology. • December 12, 2023- A revision to the proposed decision came out and CalCCA won its argument on first-in-first-out, meaning the CPUC is requiring PG&E to use a first-in-first-out methodology for RECs banked in or after 2019.
• December 29, 2023- PG&E submitted their Annual True-Up to change PG&E’s electric rates on January 1, 2024.
• March 21, 2024- There was a Preliminary Issue Review with Keyes and Fox. 2021 ERRA proceeding is still open but coming to an end, 2022 is still busy and 2023 is just starting up. Some of the big issues to watch include PG&E’s RA Sales and Accounting; DWR reimbursement to PG&E; and Retained, Sold and Unsold RPS. • June 12, 2024- The Assigned Commissioner issued the Scope Ruling in PG&E’s 2023 ERRA Compliance proceeding. The ruling does not adopt CalCCA’s recommendation to expressly clarify that the reasonableness of PG&E’s record year RA activities and sales is within the scope of this proceeding. It excludes the RA scoping issue out of this proceeding altogether, possibly in hopes the issue will be settled in PG&E’s 2022 ERRA Compliance proceeding. The Scope Ruling also lays out the procedural schedule. NewGen and Keyes & Fox will continue to work on discovery and reconvene with CalCCA before Intervenor testimony is due in September.
• June 17, 2024- CalCCA filed a protest to PG&E’s 2025 ERRA Forecast application. In this proceeding, the 2025 levels for the PCIA will be established. Due to forecasted low brown energy prices and high RA prices, the PCIA is expected to decrease, which will result in increased generation rates for PG&E’s bundled customers. PG&E’s 2025 ERRA Forecast application proposes a new ratemaking method to ensure reasonable rates for bundled ratepayers, by freezing the RA market price benchmark (MPB) at its 2024 forecast level, rather than using the 2025 forecast or the 2024 actual RA MPBs. CalCCA responded, urging the Commission against considering these broad policy questions, which fall outside the scope of the ERRA Forecast proceeding. CalCCA also argues that implementing an RA value cap would inappropriately inflate Attachment 2 Agenda Date: 10/24/2024

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PCIA rates, shifting costs to unbundled customers, in violation of the PCIA ratemaking framework that has been established.
• July 25, 2024- The CPUC issued an ALJ ruling in PG&E’s 2022 ERRA Compliance proceeding, re-opening discovery to examine potential RA withholding actions taken by PG&E. • August 1, 2024- Assigned Commissioner issued a Scoping Memo and Ruling in PG&E’s 2025 ERRA Forecast application, supporting CalCCA’s protest that this proceeding is not the correct venue to address the RA MPB issue.
• September 3, 2024- CalCCA filed a direct testimony, prepared by Brian Dickman, in PG&E’s 2025 ERRA Forecast proceeding on behalf of CCAs. The testimony urges the CPUC to reject PG&E’s proposed change to its common cost allocation method and its proposal to create a new category of RPS-eligible resources outside of the previously recognized context of the PCIA calculation. The testimony also calls upon PG&E to make corrections to their calculation of “negative retained system RA” and “amount included as the amortization of the gain on the sale of its San Francisco General Office headquarters”. • October 4, 2024- CalCCA filed an opening brief, prepared by Keyes and Fox, in PG&E’s 2022 ERRA Compliance proceeding regarding the issue of PG&E withholding excess RA. CalCCA urged the Commission to revisit PG&E’s Bundled Procurement Plan in the IRP proceeding to ensure PG&E is making its excess RA available to the market in a timely and comprehensive manner, which is critical due to current RA market shortages. The brief incorporated the new discovery responses received from PG&E, once the ALJ re-opened the discovery window for CalCCA in July 2024.

Resource Adequacy:
• May 25, 2023- The CPUC issued a PD barring non-compliant LSEs from expansion for two calendar years following a system RA deficiency.
• June 14, 2023- CalCCA filed Opening Comments recommending the CPUC fully reject the PD’s restrictions on LSE expansion due to RA deficiencies and modify the RA deficiency penalty. • June 19, 2023- CalCCA filed reply comments on June 19, 2023. • June 27, 2023- a Redlined PD was issued. The revisions included: adopting a one percent minimum threshold for RA deficiencies that would limit CCA expansions; clarifying that if an LSE “cures” its year-ahead RA deficiency in the month-ahead timeframe, the year-ahead deficiency will not be applied to the expansion requirement.
• June 29, 2023- The PD was adopted by the Commission.
• July 26, 2023- CalCCA and CCCE filed two Applications for Rehearing (AfR) of the decision to limit CCA expansion for two years due to uncured RA deficiencies. CalCCA’s PfR cited a lack of CPUC statutory authority to limit CCA expansion, and that it gives itself new unauthorized powers to needlessly discriminate against CCAs to prevent their growth; it also asserted, that without credible evidence, the CPUC determined that addition of new CCA load would be detrimental to grid reliability, and that the decision violates the CPUC’s legal requirement to apply RA enforcement measures in a nondiscriminatory manner, not just to CCAs.
• October 5, 2023- CalCCA filed a Petition for Writ of Review of Resolution E-5258 and D.23-08-052 over the decision with the First Appellate District.
• On September 19, 2023, PG&E and SCE submitted their annual CPE reports. PG&E is short RA for all months - up to 4,400 MW.
• October 12, 2023- The Commission opened the new RA proceeding through its Order Instituting Rulemaking (OIR). The OIR proposes the scope, schedule, and administration of this next RA proceeding. • November 9, 2023- CalCCA submitted comments recommending additional scoping items for the RA proceeding, including additional refinements to the RA program for the local RA CPE, compliance and penalty structure, SOD transactability, and RA import rules.
• December 14, 2023- CPUC denied CalCCA’s request for a rehearing of the decision on RA procurement obligations and the prohibition against CCA expansion for failure to comply. • January 17, 2024- Petition for Writ of Review prohibition of CCA expansion filed. Shell also filed a petition for somewhat different reasons. CPUC is seeking to consolidate since there are two filings. CalCCA did not Attachment 2 Agenda Date: 10/24/2024

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oppose the motion.
• January 19, 2024- Proposals due in the RA proceeding for Track 1, addressing time-sensitive issues that must be resolved for the 2025 RA compliance year. CalCCA has identified 3 major problems that the RA proposals should address: RA market scarcity, the potential exercise of market power, and removing the economic incentives not to comply. CalCCA is seeking to remove the prohibition from CCA expansion in the event of noncompliance and add the ability for the CPUC to waive penalties if CCAs can show reasonable efforts to comply were unsuccessful. The RA proposal approved by CalCCA’s Board included a temporary waiver proposal for system and flexible RA from 2025 to 2027. Partial waivers would waive the penalty points and non-fiscal consequences and a full waiver would also be available that would waive financial penalties as well under certain circumstances. A slice of day waiver would also be available. • February 14, 2024- There was Proposal Workshop to discuss the various proposals. Since not everyone was able to make a presentation, there was a second workshop on February 28 where CalCCA presented its proposal.
• February 23, 2024- There was a SOD proposal workshop. CalCCA is asking for a delay in SOD implementation from 2025 until 2026 because the showing and compliance tools are not working properly. • March 22, 2024- CalCCA submitted comments on the RA Program with regards to considering RA reforms and refinements and establishing forward RA procurement obligations. CalCCA believes the focus should be to adopt proposals that protect customers against excessive RA costs and increase RA capacity availability. • March 22, 2024- The CPUC issued a response to CalCCA’s Writ Petition #2 and denied that a writ should be issued. Comments are due May 16.
• June 6, 2024- CalCCA filed comments on the CPUC’s RA Track 1 Proposed Decision (PD), regarding key issues with SOD implementation. CalCCA emphasized how customer affordability will be put at risk due to the hourly transactability issue, and the CPUC’s refusal to delay SOD implementation or offer system RA waivers. The comments also included a host of other issues including the CPUC’s insistence on using a higher than necessary planning reserve margin (PRM), exclusion of existing resources in cure period extensions, restrictions on the amount of RA imports allowed, and concerns about the resource counting methodology.
• June 14, 2024- CalCCA filed comments on the Assigned Commissioner’s Scoping Memo and Ruling on Track 2, proposing an adjustment of the central procurement entity (CPE) timeline. Currently, the Commission authorizes the CPE to procure local RA until 2 months before LSEs must submit their year-ahead RA showings. This leaves LSEs with limited time to fill their shortages in response to CPE allocation. CalCCA’s proposal urges the Commission to require the CPE provide their LSEs with their local RA allocations at least 1 year prior to their year-ahead RA filings.
• June 20, 2024- The CPUC issued a decision to adopt local capacity requirements for 2025-2027, flexible capacity requirements for 2025, and refinements to the RA program as scoped in Track 1. The Commission maintains that the 2025 RA compliance year will be the first year for the new SOD framework, but remains open to considering hourly transactability after implementation, should any issues arise. • August 23, 2024- CalCCA filed reply comments on the ALJ ruling modifying the Track 2 schedule, expressing concerns about the upcoming loss of load expectation (LOLE) study and how it will be used to set the PRM for SOD implementation, and the proposed changes to the CPE framework and timeline. • August 30, 2024- Energy Division (ED) published the revised version of their RA LOLE study, which the CPUC will use to calibrate the PRM for the 2026 SOD implementation. Based on the LOLE study, ED staff recommended the CPUC adopt a 26.5% PRM during the months of January to May and a 23.5% PRM during the months of June through December, to maintain the target reliability level of 1 day in 10 years (0.1 LOLE). This recommended PRM is much higher than the originally set 17% PRM in the 2025 SOD implementation framework.
• September 9, 2024- CalCCA filed comments on the published RA LOLE study, urging the Commission to conduct further analysis before adopting the recommended PRM of 26.5% PRM during the months of January to May and a 23.5% PRM during the months of June through December. CalCCA cited concerns with potential study methodology flaws and significant impacts to ratepayer affordability associated with the recommended PRM.

Attachment 2 Agenda Date: 10/24/2024

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• September 19, 2024- PG&E released their 2024 Central Procurement Entity Annual Compliance report. The report shows they are short in their centralized procurement of RA for 3 years forward.

Utility Deenergization, PSPS, and EPSS:
• July 12, 2022-Pioneer, along with Joint CCAs, Joint Local Governments, and Rural County Representatives of California (RCRC), filed a motion with the CPUC on July 12, 2022, to consider EPSS issues in the Deenergization or its own Proceeding. The arguments in the motion seek to treat EPSS events with the same regulations and oversight as Public Safety Power Shutoff (PSPS) events. • September 21, 2023- The CPUC approved a PSPS citation program for violations of the established PSPS guidelines.
• August 30-31, 2023- PG&E provided a post PSPS report. A total of 3,928 customers were deenergized. • October 10, 2023- The Joint CCAs, RCRC, and Joint Local Governments had a meeting with the Public Advocates Office to see if there is agreement on the need to further do more with regards to Fast Trips. The Public Advocates Office indicated that the CPUC and Office of Energy Infrastructure Safety are not inclined to act to regulate Fast Trips and that more data is needed. The Public Advocates Office is looking to submit a report in the beginning of 2024.
• January 16, 2024- The data for December’s Fast Trips and YTD data came out. These are the following circuits in Pioneer’s territory with 8 or more outages in 2023:
o Placerville 2106 (EDH)- 19
o Apple Hill 2102 (EDH)- 18
o Shingle Springs 2109 (EDH)- 11
o Mountain Quarries 2101 (EDH)- 11
o El Dorado PH 2101 (EDH)- 11
o Clarksville 2104 (EDH)- 9
o Apple Hill 2104 (EDH)- 9
o Lincoln 1101 (Placer)- 8
o Penryn 1103 (Placer)- 8
o Penryn 1107 (Placer)- 8
o Brunswick 1105 (Nevada)- 17
o Brunswick 1106 (Nevada)- 15
• January 29, 2024- A data request was made by joint CCAs (including Pioneer) using the circuits listed above to PG&E requesting the number of customers served by each circuit, the number of life support customers, the number of medical baseline customers, and the number of critical facilities served by each circuit. • March 8, 2024- Part of the information we were seeking regarding the data request came back. Pioneer staff will be reviewing this information.
• August 23, 2024- PG&E completed our data request made in January, except for information regarding hardening projects on the circuit including their pole numbers, project location and timeline, and type of hardening work to be completed, on the grounds these questions are out of scope and are unduly burdensome. Pioneer staff will be reviewing the rest of the data request provided.

Provider of Last Resort (POLR):
• October 2, 2019- SB 520 passed requiring the establishment of a Provider of Last Resort (POLR). As part of the proceeding to implement SB 520, the CPUC is seeking to establish new policies to plan for and prevent catastrophic failures in the event of an unplanned return en masse of CCA customers to IOU service.

Additionally, the CPUC will review and update existing procedures and policies for Financial Security Requirements (FSR), reentry fees, and LSE deregistration process and compliance requirements. • July 31, 2023- CalCCA's Reply Briefs were submitted and address PG&E’s proposal to modify the FSR to reflect two months of forecast energy costs, other parties’ recommendations on elements of the existing FSR calculation, mandatory contract assignments, financial monitoring, and the duration of POLR service. • March 14, 2024- the CPUC came out with a proposed decision. April 18 is the first opportunity the CPUC could adopt the decision. The proposed decision has a mix of favorable and unfavorable decisions. For example, it rejected PG&E’s proposal to require FSR postings to reflect 2 months of POLR service, it Attachment 2 Agenda Date: 10/24/2024

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maintains the ability to use service bonds, and it keeps confidential the information about LSEs that trigger financial monitoring. However, the proposed decision also approved using PG&E’s Administrative Fee ($4.24) without sufficient evidence of the costs, the CPUC should clarify that November 2024 FSR Calculation would be the earliest possible calculation under the new rules, and the CPUC should clarify the timing of the second tier of reporting requirements so CCAs know when to evaluate their metrics. The biggest issue the proposed decision addressed was updating the FSR requirements. The minimum remains $147,000, but now CCAs must use the IOU’s Administrative and multiply that figure by the number of accounts the CCA has.

The higher of that amount or the $147,000 will be the new FSR. For CCAs that are in PG&E’s territory the administrative fee is $4.24 per customer, while the other IOUs’ administrative fees are significantly less (around $.50 per customer). If the final decision requires CCAs within PG&E’s service territory to use PG&E’s administrative fee, all CCAs within PG&E’s service territory will likely be paying an FSR well over the $147,000 minimum.
• April 23, 2024- CPUC adopted a revised POLR Decision inclusive of several of CalCCA’s requests.

Specifically:
o Reducing RA costs in the FSR by accounting for returning CPE RA allocations, in addition to the CAM and DR RA allocations.
o Nets PCIA in the FSR whether the PCIA is positive or negative. o Affirms current timing for calculating FSRs.
o Provides CCAs with an additional 60 days to file first FSR following IOU tariffs implementing this decision.
o Requires CCAs to file the Tier 1 audited financial report to Energy Division once a year, in January or July, whichever comes earlier relative to the availability of the audited financial statement.
o Allows 90 days for CCAs to submit joint advice letter on new CCA registration process • July 12, 2024- CalCCA, on behalf of Pioneer, filed a Tier 2 AL to formalize the Financial Monitoring and Reporting Guidance document. The CPUC requires financial reporting to be done on a 2-tier system. Tier 1 requires every CCA to submit an annual audited financial report. Tier 2 requires CCAs to submit additional financial reporting, if certain trigger events such as a change in credit rating occur. This document clarifies the process and procedures CCAs must follow to comply with Tier 2 financial reporting conditions. o July 22, 2024- The joint IOUs filed a protest to the joint CCAs’ AL on Financial Monitoring and Reporting Guidance, insisting CCAs’ use “lines of credit” instead of “letters of credit” as the primary financial instrument to demonstrate days of liquidity of hand (DLOH). The IOUs also insisted CCAs report financial triggers 10 days after they occur, instead of the proposed 60 days.
o September 6, 2024- CalCCA met with Energy Division to express that CCAs agree to comply with the joint IOUs’ request to use “lines of credit” to calculate DLOH. On the issue of minimum days required to report financial trigger events, CCAs insist on keeping 60 days, as this is the minimum amount of time required to prepare accurate financial statements due to complex billing and accounting systems.
• July 17, 2024- CalCCA, on behalf of Pioneer, filed a Tier 2 AL to clarify requirements for the new CCA registration process and implementation plan. These requirements include (1) submission of a feasibility study and pro forma financial statement with the Implementation Plan, (2) establishment of annual assumptions to be included in the pro forma financial statement, (3) establishment of milestones for critical implementation action and review progress, and (4) submission of an updated proforma financial statement six months prior to launch. The AL served to provide additional examples for annual assumptions and critical milestones.
o August 6, 2024- PG&E filed a protest to the joint CCAs’ AL on additional implementation plan requirements, citing the proposal would limit the CPUC’s ability to assess whether enhancements to the implementation plan would result in cost shifts to bundled customers. o August 13, 2024- CalCCA filed a reply to PG&E’s protest on the additional implementation plan requirements, citing the additional requirements proposed are correctly slotted under the umbrella of CPUC authority to certify implementation plans and determine a cost-recovery mechanism for CCA customers that prevents cost shifts to bundled customers.

Attachment 2 Agenda Date: 10/24/2024

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• August 6, 2024- An ALJ Ruling was issued to define the scoping issues in Phase 2 of the POLR proceeding, which will be primarily concerned with clarifying requirements for an application for a new entity to become the POLR.
• August 23, 2024- The prehearing conference for Phase 2 was held, in which CalCCA filed a statement agreeing with the current set of questions proposed in the Phase 2 scope. In its statement, CalCCA also urged the CPUC to reject PG&E’s request to scope in issues regarding the liquidity needs of the POLR and analysis of seasonal RA pricing.

CEC Load Management Standards (LMS):
• October 12, 2022- The CEC adopted the Load Management Standards regulation which requires the development of a statewide standard tool for authorized rate data access by third parties that is compatible with each IOU, large POUs, and large CCAs with the idea that electricity customers or their authorized third-party agents can look at rates that the customer is eligible to switch and allow the customer to change the customer’s current rate to rates they are eligible for. • June 8, 2023- CEC staff provided a schedule of the key LMS adoption and compliance dates. • August 1, 2023- Pioneer, through Calpine, uploaded its rates and will continue to work with Calpine on uploading all time dependent rates to meet deadlines.
• January 17, 2024- Workshop on implementation of LMS. Comments on the workshop are due on January

31. • March 21, 2024- Pioneer’s LMS plan presented to the Pioneer’s Board for approval. • March 26, 2024- Pioneer submitted the Board-approved LMS plan. • April 1, 2024- All large CCAs are required to file their plan for compliance with LMS regulations. • April 16, 2024- CEC held a scoping meeting to discuss development of the statewide rate access tool.

Discussions on how the tool will be funded are ongoing. • May 31, 2024- CPUC granted PG&E’s request to delay commencement of enrollment in its dynamic rates pilots from June 1, 2024 to November 1, 2024.
• July 15, 2024- The CEC requires LSEs to jointly develop and submit a Single Statewide Tool (SST) for their review by October 1, 2024. The joint IOUs, led by SDG&E, released a 50-page draft of a proposed model for the SST, and will host weekly workshops to receive input from CCAs and POUs. • September 4, 2024- Pioneer met with CEC staff to receive feedback on our LMS Compliance Plan and discuss the development of our LMS programs.
• October 1, 2024- In compliance with LMS regulation requirements, Pioneer filed the Single Statewide Tool concept design, terms and conditions, and pleading document, jointly with the IOUs, Large CCAs, and POUs.

In addition, Pioneer submitted our individual LMS Load Flexibility Programs List to the CEC.

Attachment 3: Communications and Outreach Updates
Date: 10/24/2024
NOTABLE ACHIEVEMENTS – SEPTEMBER 2024:
• Our paid advertising campaign delivered a total of 4.22M impressions, driving 22,815 clicks and increasing website traffic.
• Staff briefings with prospective new members on the findings of the Impact Assessment Study have been met with very positive response, with early indications that all participating jurisdictions remain interested in joining Pioneer despite a later than anticipated launch date. • Response to Pioneer programs remains strong, with our HVAC Rebate program ending with 930 customers submitting applications during the 2024 pilot program.

SOCIAL MEDIA ENGAGEMENT STEADILY RISING
Engagement in Pioneer’s social media continues to increase, with images of real people and events garnering the most interaction. Local Chambers of Commerce continue to share and interact with Pioneer posts, especially the chambers in Loomis, Colfax, and El Dorado Hills. Top-performing posts during the month of September included our staff volunteer day at the Feeding the Foothills Food Bank and our on-site presence at Placer Plug-In Day.

Plf)NEER

COMMUNITY ENERGY
pioneercommunityener . Followi ng
gy
pioneercommunityenergy 4w
Another staff volunteer day with
@feedingthefoothills! It was so
gratifying to lend a hand in Feeding the
Foothil ls' fight again st food insecurity
this morning. We were honored to be
the first group of volunteers on the
very first day of their new name and
logo - su pporting on day one and
every day after.

A big shoutout goes to the staff and
pioneercommunityener . Following
gy
pioneercommunityenergy 2w
How are you celebrating Ca lifornia
Clea n Air Day? Tea m Pioneer spent the
weekend helping to educate residents
on how electrifying your home can save
the planet at Placer Plug-In Day.

Congratulations to @driveelecevents
on a wonderfu l event and thank you so
much for having us. Thank you to those
of you who stopped by - we loved
seeing everyo ne!
Q O ~

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Pioneer Community Energy Board of DirectorsOctober 24, 2024

Pioneer Community Energy Board of Directors
October 24, 2024