Agenda — Pioneer Community Energy Board of Directors, February 27, 2025 (part 1 of 2)

Board of Directors
Chair: Alice Dowdin Calvillo
Vice Chair: Greg Janda
City of Auburn
Alice Dowdin Calvillo
Sandra Amara, Alternate
City of Colfax
Sean Lomen
Kim Douglass, Alternate
County of El Dorado
Lori Parlin
Brian Veerkamp, Alternate
City of Grass Valley
Tom Ivy
Jan Arbuckle, Alternate
City of Lincoln
Richard Pearl
John Reedy, Alternate
Town of Loomis
David Ring
Danny Cartwright, Alternate
Nevada City
Gary Petersen
Lou Ceci, Alternate
County of Placer
Anthony DeMattei
Suzanne Jones
Bonnie Gore, Alternate
City of Placerville
Ryan Carter
David Yarbrough, Alternate
City of Rocklin
Greg Janda
David Bass, Alternate
Pioneer Community Energy
Board of Directors
February 27, 2025

REGULAR MEETING
3:00 PM
Pioneer Community Energy Board Room
2510 Warren Drive, Suite B, Rocklin, CA 95677
This regular meeting will convene in person at the address printed above, be accessible on the Zoom platform at the following link:
https://us06web.zoom.us/j/89020017279;
and live streamed for viewing on the Pioneer website:
https://pioneercommunityenergy.org/about-us/meetings-and-agendas/.

Members of the public may participate in person or by remote audio/visual access.

Those who participated remotely and wish to comment should be prepared to use the Zoom platform via computer or telephone. Public comment will be opened for each agenda item in sequence.

How to Participate Using Zoom
You can join the meeting using the following link:
https://us06web.zoom.us/j/89020017279.

When you join the meeting, you will be muted by default. To inform the Clerk that you would like to make a public comment, you will use the “Raise Hand” feature.

Public Comment via Computer or Smartphone
If you would like to make a comment, you will use the “Raise Your Hand” feature.

Please note that you should only raise your hand during the item to which you will comment. Instructions for using the “Raise Hand” feature when using a computer or mobile device can be found at the link:
https://support.zoom.us/hc/en-us/articles/205566129-Raising-your-hand-in-a-webinar Public Comment via telephone (Audio Only Option)

1. Dial 1 (699) 900-6833

2. When asked for the meeting ID, enter 890 2001 7279#

3. When asked for your participant ID, press # to continue.

You will be muted by default. To inform the Clerk that you would like to make a comment, during each agenda item, dial *9 to “Raise your hand.” When it is your turn to speak, the Clerk will identify you by the last three digits of your phone number; at that time, dial *6 to unmute yourself and state your name and comment for the record. Please note that you should only raise your hand during the item to which you will comment.

Plf)NEER

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

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

JURISDICTION OF THE BOARD
Persons may address the Board on items not 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.

II. CONSENT AGENDA
1) APPROVAL OF THE CONSENT AGENDA
All items on the Consent Agenda have been recommended for approval by the Chief Executive Officer.

All Consent items will be approved by a single vote. Anyone may ask to address Consent items prior to the Board acting, and the item may be moved for discussion. a) ADMINISTRATION
Approve the minutes of the special and regular meetings of January 16, 2025. (ECKERT) b) FINANCE & ADMINISTRATION
Adopt Resolution to Modify the Procurement Policy. (KOEHN) c) FINANCE & ADMINISTRATION
Receive Fiscal Year 2024-25 Draft Quarterly Financial Reports through December 2024. (KOEHN) d) FINANCE & ADMINISTRATION
Adopt Resolution to authorize an increase of staffing positions by one to a total of 22 full-time staffing positions. (KOEHN)
e) ADMINISTRATION
Affirm existing committee members to the Audit & Finance Committee, the Energy Procurement Review Committee, and the Expansion Committee through January 2026. (ECKERT) 2) ADMINISTRATION
Appoint Members to the Energy Procurement Review Committee, Audit & Finance Committee, and the Expansion Committee through January 2026 (ACTION-ECKERT) Recommendation: Appoint members to Pioneer Community Energy’s Audit & Finance Committee, Energy Procurement Review Committee, and Expansion Committee through January 2026.

III. REGULAR AGENDA
3) MARKETING
Adopt Resolution Authorizing the Chief Executive Officer to Execute an Agreement with ProPose LLC dba Sagent for Marketing and Communications Services for an Amount Not to Exceed $300,000 for a One-Year Period (ACTION- STASSI-VANACORE) Recommendation: Adopt Resolution authorizing the Chief Executive Officer to execute an agreement with ProPose LLC dba Sagent for marketing and communication services for an amount not to exceed $300,000 for a one-year period.
4) ADMINISTRATION
Adopt Resolution Approving Amendment No. 6 to the Amended and Restated Joint Powers Agreement for Pioneer Community Energy to Incorporate Administrative Changes and Prior Amendments into a Single Document (ACTION-ECKERT)
Recommendation: Adopt Resolution approving Amendment No. 6 to the Amended and Restated Joint Powers Agreement for Pioneer Community Energy to incorporate administrative changes and prior amendments into a single document.
5) ADMINISTRATION
Adopt Resolution Approving Amendment No. 7 to the Amended and Restated Joint Exercise of Powers Agreement for Pioneer Community Energy Expanding Pioneer Community Energy’s Joint Powers Authority Membership (ACTION-ECKERT)
Recommendation: Adopt Resolution Approving Amendment No. 7 to the Amended and Restated Joint Exercise of Powers Agreement for Pioneer Community Energy Expanding Pioneer Community Energy’s Joint Powers Authority Membership.
6) ADMINISTRATION
Adopt Resolution Approving Addendum No. 3 to the Implementation Plan and Statement of Intent (ACTION-ECKERT)
Recommendation: Adopt Resolution approving Addendum No. 3 to the Pioneer Community Energy’s Community Choice Aggregation Implementation Plan and Statement of Intent to address Pioneer’s proposed expansion into the Cities of Chico, Live Oak, Orland, Oroville, Sonora, Yuba City, and Willows, the Town of Paradise and unincorporated Counties of Butte, Glenn, Nevada, Sutter, and Tuolumne, and authorizing the Chief Executive Officer to submit Addendum No. 3 to the California Public Utilities Commission.
7) PROGRAMS
Adopt Resolution Authorizing Chief Executive Officer to Expand the GridGen Program to include Residential Customers with Solar, Residential Customers enrolled in the California Alternative Rates for Energy Programs, and Commercial and Industrial Customers (ACTION-STASSI-VANACORE) Recommendation: Adopt Resolution authorizing Chief Executive Officer to expand the GridGen Program to include Residential Customers with Solar, Residential Customers enrolled in the California Alternative Rates for Energy Programs, and Commercial and Industrial Customers.

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

1. Glossary of Terms
D. ADJOURNMENT
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 February 27, 2025 meeting of the Pioneer Community Energy Governing Board was posted and available for public review on February 24, 2025 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
January 16, 2025

SPECIAL MEETING
Entry No. 1
Heard General Administrative Functions – Part I
Call to Order
Pioneer Community Energy Governing Board met in regular session at 2:46 PM on January 16, 2025. 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; 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 (Parlin), City of Grass Valley (Ivy), City of Lincoln (Pearl), Town of Loomis (Ring), Nevada City (Petersen), County of Placer (DeMattei), City of Placerville (Carter), City of Rocklin (Janda).

Absent: County of Placer (Jones).

Closed Session
Adjourned to Closed Session at 2:48 PM with expected time of 3:00 PM to convene the Regular Meeting. 1) Conference with Legal Counsel - Existing Litigation (Government Code §54956.9(d)(1)) The Governing Board finds, based on advice from legal counsel, that discussion in open session will prejudice the position of the local agency in the litigation.

Name of Case: Kolpitcke v. Pioneer Community Energy
Names of Parties: Plaintiff Kirstin Kolpitcke; Defendant Pioneer Community Energy Case No. S-CV-0054062 (Placer County Superior Court)
Public Report of Closed Session
No reportable action was taken in the matter of Conference with Legal Counsel - Existing Litigation (Government Code §54956.9(d)(1)).

ITEM 1a
DRAFT

PIONEER COMMUNITY ENERGY

GOVERNING BOARD

MINUTES
January 16, 2025

REGULAR MEETING & PUBLIC HEARING
Entry No. 1
Heard General Administrative Functions – Part I
Call to Order
Pioneer Community Energy Governing Board met in regular session at 3:03 PM on January 16, 2025. 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; 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

Absent: County of Placer (Jones).

Chair Dowdin Calvillo presided over the meeting.

Public Report of Closed Session
No reportable action was taken in the matter of Conference with Legal Counsel - Existing Litigation (Government Code §54956.9(d)(1)).

Selection of Chair of the Pioneer Community Energy Governing Board for 2025 Director Ivy nominated Director Dowdin Calvillo to serve as Board Chair for one year.

Director Dowdin Calvillo accepted the nomination.

Director Janda nominated Director Ivy to serve as Board Chair for 2025.

Director Ivy declined the nomination.

MOTION by Director Ivy to elect Director Dowdin Calvillo to serve as Chair of the Pioneer Community Energy Governing Board for one year, effective immediately.

ROLL CALL: Carter, DeMattei, Dowdin Calvillo, Ivy, Janda, Lomen, Parlin, Pearl, Petersen, Ring.

No/Abstain: None.

Absent: Jones.

Vote: 10:0:1
Selection of Vice Chair of the Pioneer Community Energy Governing Board for 2025 Director Ivy nominated Director Janda to serve as Board Vice Chair.

Director Janda accepted the nomination.

There no other nominations.

ITEM 1a
DRAFT – January 16, 2025 – page 2
MOTION by Director Ivy to elect Director Janda to serve as Vice Chair of the Pioneer Community Energy Governing Board for 2025, effective immediately.

ROLL CALL: Carter, DeMattei, Dowdin Calvillo, Ivy, Janda, Lomen, Parlin, Pearl, Petersen, Ring.

No/Abstain: None.

Absent: Jones.

Vote: 10:0:1
Agenda Review
Reviewed and made no revision to the meeting agenda for January 16, 2025.

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

Entry No. 2
Prior to consideration of the Consent Agenda, Board Chair Dowdin Calvillo read aloud the Statutory Disclaimer per Government Code 54953 (c)(3):

Before we move on to taking action on the consent calendar, we need to orally report a summary of the proposed action on our Chief Executive Officer’s compensation under the Brown Act. Before the Board, this afternoon, under agenda Item II(1)(d), is a recommendation to approve the fifth amendment to the CEO’s
Employment Agreement. This amendment would increase the CEO’s salary by 6% effective on January 1, 2025, as a result of the CEO’s 2024 performance review. The Amendment makes no other changes to his Agreement.

Acted on the Consent Agenda as follows:

Approved the minutes of the December 19, 2024 meeting.

Received Fiscal Year 2024-25 Draft Financial Reports through November 2024.

Adopted Resolution 2025-1 approving the 2025 Governing Board Meeting Schedule through January 2026.

Adopted Resolution 2025-2 approving Amendment No. 5 to the Employment Agreement for Chief Executive Officer, Donald Eckert.

MOTION: Petersen/Janda. Vote: 10:0:1
ROLL CALL: Carter, DeMattei, Dowdin Calvillo, Ivy, Janda, Lomen, Parlin, Pearl, Petersen, Ring.

No/Abstain: None.

Absent: Jones.

Entry No. 3
Financial Audit Report from Pisenti & Brinker, LLP
Received the Year-End Financial Statements and the Independent Auditor’s Report for the Fiscal Year 2023-

24. Found that the audit had been completed with an unmodified opinion and reported that the financial statements are materially accurate with no significant deficiencies or material weakness in internal control noted.

DRAFT – January 16, 2025 – page 3
Chief Executive Officer Eckert acknowledged and expressed his appreciation of Brad Koehn, Director of Finance & Administration, and team.

MOTION: Lomen/Ring. Vote: 10:0:1.

ROLL CALL: Carter, DeMattei, Dowdin Calvillo, Ivy, Janda, Lomen, Parlin, Pearl, Petersen, Ring.

No/Abstain: None.

Absent: Jones.

Entry No. 4
Public Hearing and Consideration of Adopting a Resolution Authorizing a Rate Adjustment in 2025
1) Received staff report and presentation; and, 2) Opened the public hearing. There were no written or verbal comments from members of the public. Closed the public hearing.

In December 2024, the Board took action to set rates for 2025 that achieved a 5% minimum discount to PG&E’s generation rate based on the assumptions that if final rates released by PG&E resulted in a significant difference to financial projections, staff would bring the item back to the Board in January.

Adopted Resolution 2025-3 approving implementation of Pioneer Community Energy’s rates to achieve a minimum 4% discount for 2025 effective March 1, 2025; and rescinding the December 19, 2024 action taken with adoption of Resolution 2024-25 setting a 5% discount.

MOTION: Petersen/Ring. Vote: 8:2:1.

ROLL CALL: Carter, DeMattei, Dowdin Calvillo, Ivy, Janda, Pearl, Petersen, Ring.

No/Abstain: Lomen, Parlin.

Absent: Jones.

Director DeMattei excused himself from the meeting at 4:05 PM due to a scheduling conflict.

Entry No. 5
Low Carbon Fuel Standard Program
Received a presentation on the Low Carbon Fuel Standard Program and its potential benefits to Pioneer Community Energy’s Member Agencies.

Found that the program works by allowing credit generator entities to sell the credits that their low- or zero-emission equipment generates to a deficit generator, such as oil and gas companies that generate deficits due to the emissions of their operations.

The Board directed staff to 1) continue working with FuSE to help support with brokering credits earned by Member Agencies which voluntarily participate in the program; 2) provide a list of specific information required by each jurisdiction; and, 3) to bring the item back to have each Member Agency confirm their participation.

Entry No. 6
Western Placer Waste Management Authority Biomass Project Received an update on Western Placer Waste Management Authority Biomass Project.

As the Pioneer Board of Directors has placed a high priority on developing biomass projects in its service territory to help decrease wildfire risk, provide reliable baseload electricity, and to create local jobs; DRAFT – January 16, 2025 – page 4
accordingly, it is in line with Pioneer’s Vision Statement of being a community partner in reliable energy solutions and having a positive local impact, powering today and empowering tomorrow.

Biomass energy is also an important part of Pioneer’s portfolio because of its baseload nature that provides energy on a 24/7 basis without interruptions from lack of sunshine or wind. Pioneer continues to work with Western Placer Waste Management Authority and other regional entities on Biomass projects.

Entry No. 7
Heard General Administrative Function – Part II
Board Member Communications
Committee Chair Janda reported that the Audit & Finance Committee met on January 9, 2025.

The Committee approved the meeting minutes of May 9, 2024; and, received a presentation of the Financial Audit from the independent auditor, Pisenti & Brinker; and, found that the audit had been completed with an unmodified opinion based on the independent audit, that the financial statements are materially accurate with no significant deficiencies or material weakness in internal control noted.

The Committee also considered and agreed with recommendation of proposed Procurement Policy Modifications that will be brought to the Board for consideration later; and received a report on the 2025 Rates with impact on Pioneer’s contribution margin and discussed options; then, recommended the Minimum 4% Discount Option to the Governing Board.

Board Chair Dowdin Calvillo informed the Board regarding the revised 2025 Governing Board Meeting Schedule approved earlier on the Consent Agenda which included the date of February 27, 2025 for next month’s meeting.

Chief Executive Officer Communications
CEO Eckert announced that in the coming months, a Board Workshop and a tour of the CAISO facility in Folsom will be scheduled; and expressed enthusiasm for a good start in 2025 with Pioneer’s Programs, Rates, and Procurement.

Items for Information
Received the Glossary of Terms.

Adjournment
The meeting adjourned at 4:35 PM.

Page 1 of 3 ends

Staff Report – Item 1b
To: The Governing Board
From: Brad Koehn, Director of Finance and Administration Item 1b: Adopt Resolution to Modify the Procurement Policy Date: 2/27/2025

RECOMMENDATION
Adopt Resolution to Modify the Procurement Policy.

AUDIT & FINANCE Committee
The Audit & Finance Committee met on January 9, 2025, and provided input and recommended approval of the modified Procurement Policy.

BACKGROUND
The Procurement Policy was first adopted in January 2021 to facilitate efficient business operations and establish procurement methods and signing authority.

ANALYSIS & DISCUSSION
Per a recent review of the Procurement Policy, and after review with the Audit and Finance Committee, it was determined that further clarifications and an update to the signing authority were warranted to continue facilitating efficient business operations. A review of the member agencies’ Procurement Policies was also completed with some policy components from the City of Lincoln’s policy proposed in the recommendations.

Modification highlights include:
• Update the references to the Executive Director to the Chief Executive Officer, which is the updated title.
• Procurement methods are unchanged but clarified with a paragraph definition rather than a requirement phrase inserted in the Procurement Method table. Although the paragraph definitions are completely new and provide clarification, an additional idea incorporated from the City of Lincoln is an automatic inflation adjustment to the maximum purchase amount that may use the Simplified Acquisition Procedure is proposed.

Current Procurement Method Table:

Procurement Method Dollar Amount per
Fiscal Year Additional Requirements
Formal Bidding Procedure >$100,000 Request for Price (RFP)/Request for Offer (RFO)
Solicit 3 written quotes; may
be in electronic format $10,000 - $100,000
Quotes must include provider's name,
address, phone number, professional
license number, if applicable.

No solicitation necessary <$10,000 Seek the lower price for the highest quality Purchase Order can be used <$5,000 Contracts for goods or low-risk off-site services only
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COMMUNITY ENERGY
Agenda Item: 1b Agenda Date: 2/27/2025

Page 2 of 3 ends

Proposed Procurement Table with Procurement Method clarification:

Below are the added Procurement Method sections that expand the brief phrases in the Current Procurement Method Table for the Simplified Acquisition Procedure, Open Market Procedure, and the Formal Bidding Procedure:

SIMPLIFIED ACQUISITION PROCEDURE
Micro-purchases may be completed without soliciting competitive price or rate quotations. Purchase cards or Pioneer authorized credit cards may be used for micro-purchases. The Fiscal Year 2024-25 micro-purchases threshold is $10,000.00 and may be adjusted for inflation every two years. Should an inflation adjustment occur, the micro-purchase shall be automatically adjusted without consideration of amendment to this Policy.

OPEN MARKET PROCEDURE
Open market purchases may be completed using the informal solicitation process which includes acquiring oral, internet, or written competitive price or rate quotations. A minimum of three quotes is preferred, however, in some situations, it may not be possible to obtain three quotes. The vendor offering the best value shall be selected. If the lowest price quote is not selected, documentation shall be filed for the basis for selection of the vendor. The Chief Executive Officer or designee may waive the requirement for bid solicitation, if waiving the requirement is in the best interest of Pioneer. The reason for the waiver of any purchasing requirement must be documented and retained by Pioneer.

FORMAL BIDDING PROCEDURE
Formal bidding procedures are unchanged except for the update to the title of Chief Executive Officer and by lowering the over $100,000 Formal Bidding requirement to now requiring Formal Bidding for anything over $50,000.

Signing Authority is also recommended to provide staff flexibility for day-to-day business needs while maintaining key Board oversight for larger transactions.

The current signing authority is:

Signing Authority Dollar Amount
Executive Director, or his/her
designee $0 - $50,000
Board of Directors > $50,000
Procurement Method Dollar Amount per Fiscal Year
Formal Bidding Procedure >$50,001
Open Market Procedure $10,000 - $50,000
Simplified Acquisition Procedure Micro-purchases under $10,000 Agenda Item: 1b Agenda Date: 2/27/2025

Page 3 of 3 ends

The recommended Signing Authority change is below:

Signing Authority
Dollar Amount
per Contract and Fiscal Year
Chief Operating Officer & Director-level $10,000 and less Chief Executive Officer $100,000 and less
Board of Directors Over $100,000
Other modifications aside from minor language clarifications include:
• Increasing the threshold from $5,000 to $25,000 for General Counsel’s review for approval as to form;
• Banking & Treasury signing authority expanded to include the Director of Finance and Administration;
• Clarification that agreements with amendments are subject to a 5-year term; • Added language in various sections that incorporate clarifying and maintaining consistency with State Statutes as recommended by Pioneer’s General Counsel.

STRATEGIC PLAN
Modifying the Procurement Policy to provide clarity and to facilitate efficient business operations is consistent with the Strategic Goals to “Achieve Operational Optimization” and to “Be Fiscally Strong and Resilient.”

FISCAL IMPACT
Modifying the Procurement Policy has no additional fiscal impact.

ATTACHMENTS

1. Resolution to Approve to Modify the Procurement Policy

2. Red-lined Procurement Policy
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 February 27, 2025 by the following vote on roll call:

Ayes:

Noes:

Absent:

Signed and approved by me after its passage.
______________________________
Chair of the Governing Board
Attest:
_______________________
Secretary
WHEREAS, the Board has adopted a Strategic Goal to Achieve Operational Optimization; and WHEREAS, the Board has adopted an additional Strategic Goal to Be Fiscally Strong and Resilient; and
WHEREAS, a modified Procurement Policy is consistent with two Pioneer Strategic Goals and would facilitate efficient business operations and preserve Board oversight; and WHEREAS, the authorized Procurement Methods benefit from additional clarity to enhance adherence to the Policy; and
WHEREAS, increasing signing authority for the Chief Executive Officer and providing limited signing authority for Directors and the Chief Operating Officer facilitates efficient business operations; and
WHEREAS, decreasing the threshold from $100,000 to $50,000 for application of the Formal Bidding Procedure potentially strengthens competitive value for Pioneer; and WHEREAS, every new dollar of spend in Pioneer’s service territory creates additional economic activity and household income within Pioneer’s service territory; and In the matter of: RESOLUTION APPROVING A

MODIFIED PROCUREMENT POLICY
Resolution 2025-__
February 27, 2025
2 WHEREAS, providing a Local Preference Bonus is consistent with one of Pioneer’s Strategic Objectives for local economic development; and
WHEREAS, the Audit & Finance Committee reviewed and provided input for the modified Procurement Policy; and
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 modified Procurement Policy as presented in Attachment A is approved.

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

Exhibit A: Procurement Policy

Page I 2 387926.2 Proposed: February 2025

Category: Finance

PROCUREMENT POLICY
I. PURPOSE
It is the intent of Pioneer Community Energy ("Pioneer") to establish administrative procurement practices that
facilitate efficient business operations and provide fair compensation and local workforce opportunities whenever possible within a framework of high quality, competitive service offerings.

II. TYPES OF CONTRACTS

1. General Contractual Services (Contracts for Goods and Non-Professional Services). As used in this policy,
"General Contractual Services" means:
a. All supplies, articles, equipment, or personal
property furnished to or used by an organization
unit of Pioneer; and
b. Most types of services, excluding professional services, such as
defined below, under which the contractor provides
services which are required by Pioneer but not
furnished by Pioneer’s own employees.
c. General Contractual Services does not include
contracts for Professional Services, Power
Procurement Contracts, or Public Works Contracts,
as defined below.

2. Contracts for Professional Services.
a. As used in this policy, “Professional Services” means the services of attorneys, architects, engineers,
consultants, auditors, or other individuals or
organizations possessing a high degree of
professional, unique specialized technical skill,
expertise, or training, not always adaptable to
competitive bidding.

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COMMUNITY ENERGY
Page I 3 387926.2 Proposed: February 2025
b.Professional Services are not considered General
Contractual Services for the purpose of these
procurement procedures.

3. Power Procurement Contracts.
a. As used in this policy, “Power Procurement
Contracts” means contracts for energy or energy-related products.

4. Public Works Contracts.
a. As used in this policy, “Public Works Contracts” means contracts for a “public project” as defined under the
California Public Contract Code, which includes but is
not limited to projects for the erection, improvement,
or repair of Pioneer facilities, except as otherwise
exempted.
b.Contracts for projects governed by the California
Public Contract Code must be solicited in
accordance with the applicable State code and
requirements.

Page I 4 387926.2 Proposed: February 2025
i. The contract compensation has been budgeted for
in the current Pioneer budget.
ii. That adequate funds have been appropriated
by the Board.
iii. That such funds are unexpended and
unencumbered sufficient to pay the expense of
the contract; and
iv. That any agreement for General Contractual
Services or Professional Services for an amount
of $25,000 or more in one calendar or fiscal
year has been approved as to form and content
by the General Counsel or his/her designee.
e.Pioneer shall report on all new contracts, regardless of scope or contract value, at each Board meeting.

Unless subject to exemptions from disclosure such as
the attorney client privilege or some other legal
protection, as a public agency, Pioneer shall release
all public records, including contracts, as required by the Public Records Act and Pioneer’s Policy on Access
to Public Records. Legal counsel may be consulted for
questions on exemptions.

Page I 5 387926.2 Proposed: February 2025
f. Agreements with existing vendors may be amended
to allow for the continuation of services for no more
than a total term of five (5) years. Such
amendments are subject to the applicable signing
authority identified in Table 2 based on the total
dollar amount of the agreement, including any
proposed increase in the not-to-exceed amount.
g. The Chief Executive Officer may suspend the
requirements of Section III for any agreement.

However, all agreements for which the required
procurement procedures have been suspended must
be approved by the Chair of the Governing Board.

6. Promotional Items and Bulk Purchases
a. The purpose of office supplies, promotional items,
and similarly low risk goods bought in bulk online or
otherwise are subject to the relevant procurement
methods identified in Section III, but do not require
a contract or other agreement.

III. PROCUREMENT METHOD

1. Table 1 indicates the appropriate procurement method for the purchase of General Contractual Services and
Professional Services of certain dollar amounts.

2. Nothing is this section prohibits the use of a more stringent procurement method than the one indicated by Table 1.

At his or her discretion, the Chief Executive Officer may direct that an agreement for General Contractual Services is awarded through the Formal Bidding Procedures
described herein.

Page I 6 387926.2 Proposed: February 2025
Table 1: Procurement Methods for General
Contractual Services and Professional Services
Dollar Amount per Fiscal
Year Procurement Method
Micro-purchases under
$10,000 Simplified Acquisition Procedure
$10,000 up to $50,000 Open Market Procedure
$50,001 up to $100,000 Formal Bidding Procedure
Over $100,000 Formal Bidding Procedure

3. Simplified Acquisition Procedure (Micro-Purchases)
a.The following rules apply to micro-purchases for General Contractual Services and Professional Services as
indicated in Table 1 above.
b.Micro-purchases may be completed without soliciting
competitive price or rate quotations.
c. The Fiscal Year 2024-25 micro-purchases threshold is under $10,000.00.
d.The micro-purchases threshold may be adjusted for inflation every two years. Should an inflation adjustment occur, the micro-purchase threshold shall be automatically adjusted without of the need to amend this Policy.
i. Inflation adjustments shall be documented in
writing.
ii. Inflation adjustments shall be based on the
amount of the previous 24-month change in the
Consumer Price Index for all Urban Consumers,
San Francisco-Oakland-Hayward.
e.Purchase cards or Pioneer authorized credit cards may be used for micro-purchases.

4. Open Market Procedure
a.The following rules apply to contracts for General
Contractual Services and Professional Services that are subject to the Open Market Procedure as indicated in Table 1 above.
b.Open market purchases may be completed using the
Page I 7 387926.2 Proposed: February 2025
informal solicitation process which includes acquiring oral, internet, or written competitive price or rate quotations. c. A minimum of three quotes is preferred, however, in some situations, it may not be possible to obtain three quotes. d.The vendor offering the best value shall be selected. e. If the lowest price quote is not selected, documentation shall be filed on the basis for selection of the vendor.
f. The Chief Executive Officer or designee may waive the requirement for bid solicitation, if waiving the requirement is in the best interest of Pioneer. The reason for the waiver of any purchasing requirement must be documented and
retained by Pioneer.
g.If the micro-purchases threshold is adjusted for inflation as provided in Section III(3)(d) above, the lower
threshold for contracts subject to the Open Market
Procedure shall concurrently be automatically adjusted
to the same adjusted amount, without the need to
amend this Policy.

5.Formal Bidding Procedures—See Section V Formal Bidding Procedures below.

IV. AWARDING AUTHORITY

1. Table 2 indicates the appropriate officer with
authority to award an agreement for General
Contractual Services or Professional Services
depending on the dollar amounts.

Table 2: Awarding Authority for General
Contractual Services and Professional Services
Awarding Authority
Dollar Amount per Contract and
Fiscal Year
Chief Operating
Officer/Director $10,000 and less
Chief Executive Officer $100,000 and less
Board of Directors Over $100,000

2. Change orders, alterations, or addenda to contracts
approved by the Governing Board that change or amend
the contract in an amount greater than ten percent (10%) of the Board-approved amount or $100,000, whichever is
Page I 8 387926.2 Proposed: February 2025
less, require approval from the Governing Board.

3. Change orders, alterations, or addenda to a Board-approved contract for a public works project which exceeds the
limits prescribed in Public Contract Code Section 20162 require approval from the Governing Board.

V. FORMAL BIDDING PROCEDURES
Except as otherwise specifically directed in writing by the Chief Executive Officer, agreements for the purchase of General Contractual Services or Professional Services for a total amount that exceeds $50,000 per fiscal year shall be procured as follows in this section. The procedures governed by this section do not apply to Public Works Contracts. Public Works Contracts shall be carried out through a formal solicitation in compliance with the Public Contract Code.

1. Formal Bid Invitations. Invitations to participate in the Request for Proposal/Request for Qualifications process shall include a general description of the supplies or services sought by Pioneer, and shall specify the time, place and date for opening bids.

2. Evaluation. Bids and proposals received through
competitive solicitation shall be subject to a set of criteria and a scoring system, reviewed and evaluated by relevant Pioneer staff and an evaluation committee, or at the
discretion of the Board members of a designated Board
subcommittee.

3. Award of Contract. Pioneer shall award the contract to purchase goods or services to the lowest responsible bidder, as defined below, unless such as award is prohibited by California law.

4. Lowest Responsible Bidder. "Lowest responsible bidder" as used in this policy shall mean that bidder who best
responds in price, quality, service, fitness, or capacity to the requirements of Pioneer. Price alone shall not be the determining factor but shall be considered along with
other factors, including but not limited to the following:
a. Local Preference: Pioneer desires to support
businesses that are considered "local." Businesses
with an office(s) located within 10 miles of
Pioneer's service territory shall receive a bonus equal Page I 9 387926.2 Proposed: February 2025
to 5% or 5 points out of a 100-point scoring system
in competitive solicitations.
b. Pioneer is committed to the highest standard of
responsible behavior and integrity in all its business
relationships. Pioneer will consider a company's
business practices, environmental track record, and
commitment to fair employment practices and
compensation in its procurement decisions.

Page I 10 387926.2 Proposed: February 2025

5. Supplier Diversity Program Compliance
a. As may be appropriate and consistent with applicable laws, regulations, and CPUC Orders and Decisions,
Pioneer will engage with the diverse business
community in its service area and statewide, to
inform businesses of the benefits of certification as a diverse business, as well as upcoming Requests for
Proposals and other solicitations. While Pioneer
cannot give any preference in the selection process to
any business on the basis of race, sex, color,
ethnicity, or national origin, Pioneer will strive to
ensure that diverse businesses are aware of
upcoming contract opportunities.

VI. SOLE SOURCE PROCUREMENT

1.The following rules apply to contracts for General Contractual Services and Professional Services.

2.Under some circumstances, Pioneer competitive solicitation requirements may be dispensed when the goods or
services are only available from one source either because the brand or trade name article, goods, or product or
proprietary service is the only one which will properly meet the needs of Pioneer, or the item or service is unique and available only from a sole source.

3.Sole source purchasing, whereby the procurement methods identified in Table 1 are not required, is authorized when the goods or services contemplated are only able to be
performed by a sole provider, such as the holder of an
exclusive patent or franchise, for the purchase of unique or innovative goods or services including but not limited to computer software and technology, or for purchases of
goods or services when there is a demonstrated need for compatibility with an existing item or service used by
Pioneer.

4. A sole source may be designated when it is apparent that a needed product or service is uniquely available from the source, or for all practical purposes, it is justifiably in the best interest of Pioneer.

Page I 11 387926.2 Proposed: February 2025

5.The following factors are not sufficient to justify sole source procurement:
a.Personal preference for product or vendor
b.Cost
c.Vendor performance
d.Local service (this may be considered an award
factor in competitive bidding)
e.Features that exceed the minimum requirements
for the goods or service
VII.EMERGENCY PROCUREMENT

1.In the event of an emergency, the Chief Executive
Officer may suspend the normal purchasing and
procurement requirements for goods and services related to abatement of the impacts or effects of the emergency.

2.An emergency is deemed to exist in the following
circumstances:
a.There is an unexpected occurrence requiring
immediate action to prevent or mitigate the loss of
impairment of life, health, property, or essential
public services, including the provision of energy or
power to Pioneer customers; or
b.There is immediate need to prepare for national or
local defense; or
c.There is a breakdown in infrastructure or an essential service which requires the immediate purchase of
supplies or contractual services to protect the public
health, or safety or property; or
d.A local, State, or Federal emergency or disaster has
been declared.

3. Emergency purchases of $5,000 or more are
subject to ratification by the Pioneer Governing Board at the next regularly scheduled Board meeting.

VIII. COOPERATIVE PURCHASING

1. The procurement methods identified in Table 1 are
not required when the contract for goods or services
is provided by another government agency.
387926.2

2. The procurement methods identified in Table 1 shall
not be required for purchases made from other
public agencies competitive solicitations, or by use
of Joint Powers Agreements, Cooperative
Purchasing programs, Pooling Agreements, and
other recognized types of agreements used by
public agencies to combine agency requirements for
purchase, if procurement is not in conflict with
California law.

IX. PROCUREMENT OF POWER
Pioneer must secure sufficient power resources and
energy attributes to serve its customers, comply with
State law and meet Pioneer's and its member
agencies' goals. The Chief
Executive Officer is authorized to enter Power
Procurement Contracts in accordance with the
approved Energy Risk Management Policy and Board
Resolutions.

X. MISCELLANEOUS

1. The following signing authorities shall apply, after review and approval as to form of the named
agreements by the General Counsel, or his/her
designee, except where in conflict with the Joint
Powers Agreement, State or federal law:
a.Non-Disclosure Agreements - Director level and
above,
b.Banking and Treasury Administration – Director of
Finance and Administration or Chief Executive Officer
c.Release of Liability and Indemnification - COO and
above.

Plf)NEER

COMMUNITY ENERGY
Category: Finance

PROCUREMENT POLICY
I. PURPOSE
It is the intent of Pioneer Community Energy ("Pioneer") to establish administrative procurement practices that facilitate efficient business operations and provide fair compensation and local workforce opportunities whenever possible within a framework of high quality, competitive service offerings.

I I. TYPES OF CONTRACTS
387926.2

1. General Contractual Services (Contracts for Goods and Non-Professional Services}. As used in this policy, "General Contractual Services" means:
a. Any and all supplies , articles, equipment, or personal property furnished to or used by an organization unit of Pioneer; and
b. Most types of services, excluding professional services as defined below, under which the contractor provides
services which are required by Pioneer, but not furnished by Pioneer~~s own employees.
c. General Contractual Services does not include contracts for Professional Services, Power Procurement Contracts, or Public Works Contracts, as defined below.

2. Contracts for Professional Services. As used in this policy, "Professional Services" means:
a. As used in this policy, !.!."Professional Services!.!." means t+he services of attorneys, architects, engineers,
consultants, auditors , or other individuals or organizations possessing a high degree of professional, unique
specialized technical skill,-Bf expertise, or training, not always adaptable to competitive bidding.
!2,_Professional Services are not considered General
Contractual Services for the purpose of these procurement procedures.

3. Power Procurement Contracts0
a. As used in this policy , "Power Procurement Contracts" 387926.2
means Contracts contracts for energy or energy:_-related products.

4. Public Works Contracts0
a. As used in this policy, "Public Works Contracts" means contracts for a "public project" as defined under the California Public Contract Code, which includes but is not limited to projects for the erection, improvement. or repair of Pioneer facilities. except as otherwise exempted.
a-:-!L_Contracts for projects governed by the California Public Contract Code must be solicited in accordance
with the applicable State code and requirements . ...::r:l=lese projects

Page 11 ends

FRP2
Category: Finance
include, but are not limited to, oonstruotion, improvement, or repairs to Pioneer facilities.

5. All Contracts
a. When procuring goods and services utilizing grant funds, Pioneer shall comply with all grant requirements.
b. No Pioneer employee shall split purchases or other
contracts into more than one purchase or contract in
order to avoid the procurement requirements in this
policy. Splitting purchases does not allow for a
competitive marketplace, increases administrative
workflow, and may create ethical or legal issues.
c. No Pioneer employee shall accept, directly or indirectly, any gift, rebate, money or anything else of value from any person or entity if such gift, rebate, money or anything of value is intended to reward or be an inducement for
conducting business, placing orders with, or otherwise
using the employee's position to secure an agreement with Pioneer.
d. Prior to signing any agreement for General Contractual Services or Professional Services, the individual that is authorized to signi-Af} shall ensure all of the following:
i. The contract compensation has been budgeted for in
the current Pioneer budget;
ii. That adequate funds have been appropriated by the
Board;
iii. That such funds are unexpended and unencumbered
sufficient to pay the expense of the contract; and
iv. That any agreement for General Contractual Services or Professional Services for an amount of $~5,000 or
more in one calendar or fiscal year has been
approved as to form and content by the General
Counsel or his/her designee.
e . Pioneer shall report on all new contracts, regardless of scope or contract value, at each Board meeting. Unless
subject to exemptions from disclosure such as the attorney Proposed: Februa ry 2025
client privilege or some other legal protection, as a public agency, Pioneer shall release all
Proposed: February 2025
FRP2
Category: Finance
public records, including contracts, as required by the Public Records Act and Pioneer's Policy on Access to
Public Records . Legal counsel may be consulted for
questions on exemptions.
f. Agreements with existing vendors may be amended
and/or m<tended to allow for the continuation of services for no more than a total term of five ( 5) years. Such
amendments/extensions 3re subject to the applicable
signing authority identified in Tables 2 based on the total dollar amount of the agreement, including any proposed
increase in the not-to-exceed amount.
@-,-The Chief Executive Dire o tor Officer may suspend the requirements of
&_8-.§_ection Ill for any agreement. However, all agreements for which the required procurement procedures have
been suspended must be approved by the Chair of the
Govern ing Board.

6. Promotional Items and Bulk Purchases
a. The purpose of office supplies, promotional items, and similarly low risk goods bought in bulk online or otherwise are subject to the relevant procurement methods identified in Section 111, but do not require a Consulting Servioes Agreementcontract or other agreement.

Ill. PROCUREMENT METHOD

1. Table 1 indicates the appropriate procurement method for the purchase of General Contractual Services and Professional Services of certain dollar amounts.

2. Nothing is this section prohibits the use of a more stringent procurement method than the one indicated by Table 1. At his or her discretion, the Chief Executive Direotor Officer may direct that an agreement for General Contractual Services is awarded through the Formal Bidding Procedures described herein.

Proposed: February 2025
,.,... . 1-.1 .,. - Dollar Amount per
Procurement Method Fiscal Year Additional Reouirements
Request for Price (RFP)/Request
Formal Biddina Procedure >$100.000 for Offer (RFO)
Quotes must include provider's
name, address, phone number,
Solicit 3 written quotes; professional license number, if mav be in electronic format ctl0.000 - 100 000 applicable.

Seek the lower price for the
No solicitation necessarv <$10 000 hiqhest qualitv
Contracts for goods or low-risk
Purchase Order can be used <$5 000 off-site services onlv Proposed: February 2025
FRP2
Category: Finance
Table 1: Procurement Methods for General Contractual Services and Professionats_ervic_e_s
-- --· - .

Dollar Amount per Fiscal Year Procurement Method
Micro-purchases under
$10,000 Simplified Acquisition Procedure
$10,000 up to $50,000 Open Market Procedure
$50,001 up to $100,000 Formal Bidding Procedure
Over $100,000 Formal Bidding Procedure

3. Simplified Acquisition Procedure (Micro-Purchases)
a. The following rules apply to micro-purchases for General Contractual Services and Professional Services as indicated in Table 1 above.
b. Micro-purchases may be completed without soliciting competitive price or rate quotations.
c. The Fiscal Year 2024-25 micro-purchases threshold is under $10,000.00.
d. [he micro-purchases threshold may be adjusted for inflation every two yearsbi annually. Should an inflation adjustment occur. the micro-purchase threshold shall be automatically adjusted without of =th~e~n=e=e=d~t=o~a=m~e~n=d~t~h=is~P~o=l=ic;..:v..,..I'-------------------------- Commented [1]: If the micro-purchases threshold is i. Inflation adjustments shall be documented in writing. adjusted for inflation, then at least the purchases for . - which the Open Market Procedure apply should also be ii. Inflation adjustments shall be based on the amount of adjusted - at leastthe lower threshold - so thatthere is the previous 24e-month change in the Consumer Price not overlap.

Index for all Urban Consumers. San Francisco- I have suggested a provision below that accounts for Oakland-Havward • 1,., , .I this, but it is for discussion. e. Purcha.\:: s:!.! e!!cS.!a.§rdfilotrtP!.si~oC! nl!'.: es!. e!:lr :!:a~u~th~o:!:lrd!iz~e:§d~cr§:e!:lldlit_c_a_r_d_s_m_a_y_b_e_u_se_d_ fo_r ___ _J commented [2l= This is juSI a suggesti0n. You could - use the SF region, for example, or base in on the 12- micro-purchases. month change. However, it will be easier to implement if we have a index to use.

Proposed : February 2025

4. Open Market Procedure
a. The following rules apply to contracts for General Contractual Services and Professional Services that are subject to the Open Market Procedure as indicated in Table 1 above.
b. Open market purchases may be completed using the informal solicitation process which includes acquiring oral. internet, or written competitive price or rate quotations.
c. A minimum of three quotes is preferred, however, in some situations, it may not be possible to obtain three quotes. d. The vendor offering the best value shall be selected. e. If the lowest price quote is not selected, documentation shall be filed for the basis for selection of the vendor.
f. The Chief Executive Officer or designee may waive the requirement for bid solicitation, if waiving the requirement is in the best interest of Pioneer. The reason for the waiver of any purchasing requirement must be documented and retained by Pioneer.
g. If the micro-purchases threshold is adjusted for inflation as provided in Section III(3)(d) above, the lower threshold for contracts subject to the Open Market Procedure shall
concurrently be automatically adjusted to the same adjusted amount without the need to amend this Polic .

5. Formal Bidding Procedures-See Section V Formal Bidding Procedures below.

IV. SIGNING AWARDING AUTHORITY

1. Table 2 indicates the appropriate signing officer with authority to award .fel:-.an agreement for General
Contractual Services or Professional Services ef
ee-t=t-a-i-Rdependinq on the dollar !amounts"-.-----------~ Dollar Amount
> 50 000
Executive Director, or
0 - 50 000
Table 2: Awarding Authority for General Contractual Services and Prote.ssionaLSfilvice_s
Proposed: Febr uary 2025
Commented [3]: This provision suggests adjustment
of this lower threshold as indicated above; for
discussion .

Commented [4]: Table 2 is deleted and replaced with
the new table 2 below
Dollar Amount per Contract and Fiscal
5-igfttng-~Jng_Authority Year
Director/Chief Operating
illfic.e.r: $10,000 and less
Chief Executive Officer $100,000 and less
Board of Directors Over $100,000

2. Change orders, alterations, or addenda to contracts approved by the Governing Board that change or amend the contract in an am ount greater than ten percent (10%) of the Board-approved am ou nt or $1 00,000, whichever is less, require approval from the Governing Board.

3. Change orders, alterations, or addenda to a Board-approved contract for a public works project which exceeds the limits prescribed in Public Contract Code Section 0162 re uire approval from the Governing Board.

Proposed : Februa ry 2025
Commented [5]: 21042 referred to a section of the
PCC that applies to the Orange County Water District.

We have changed this to the section that applies to
cities because Pioneer's JPA imposes the limitations of the City of Colfax on the manner in which Pioneer
exercises its power. This threshold is only $5,000.

FRP2
Category: Finance
V. FORMAL BIDDING PROCEDURES
Except as otherwise specifically directed in writing by the Chief Executive DireotorOfficer, agreements for the purchase of General Contractual Services or Professional Services for a total amount that exceeds $100,000 per fisoal year shall be prooured as follm¥s$50,000 per fiscal year shall be procured as follows in this section.

PThe procedures governed by this section do not apply to Public Works Contracts. Public Works Contracts for publio ¥.'Orks shall be procured through a formal solicitation in compliance with the Public Contract Code.

2. Evaluation. Bids and proposals received through a competitive solicitation shall be subject to a set of criteria and a scoring system, reviewed and evaluated by relevant Pioneer staff and an evaluation comm ittee seleoted by the relevant staff, Executive Director, COO or General Counsel, or at the discretion of the Board , members of a designated Board subcommittee.

3. Award of Contract. Pioneer shall award the contract to purchase goods or services to the lowest responsible bidder, as defined below, unless such as award would be prohibited by California law.
&.-4_. _ Lowest Responsible Bidder. "Lowest responsible bidder" as used in this policy shall mean that bidder who best responds in price, quality, service, fitness, or capacity to the particular req uirements of Pioneer. Price alone shall not be the
determining factor but shall be considered along with other factors, including but not limited to the following:
a. !Local Preference: Pioneer desires to support business that are considered "local." Businesses with an office(s)
located within lor near10 miles f Pioneer's service territor shall receive a bonus equal to 5% or 5 points out of a 100- Proposed : Febru a ry 2025
Commented [6]: This is changed from "near" Pioneer's
service territory to avoid ambiguity around what
constitutes offices that fall under this local preference category. 10 miles is only an example, however, and
this may be changed as desired according to Pioneer's
preference. Please note that this area should align with the findings on disadvantaged businesses noted
above.
point scoring system in competitive solicitations.LI ______ _.,,,.----- commented [7]: Please note that rules providing b p • • ·tt d t th h • h t t d d f preference to local firms are generally constitutionally · ioneeriscommi e O e ig es san ar O valid,butrequireadequatefindingsbythelegislative responsible behavior and integrity in all of its business body that the regulation is rationally related to a relationships. Pioneer will consider a company's business legitimategovernmentinterest-typicallythatlocal firms are disadvantaged because doing business
practices, environmental track record, and commitment to locally is more expensive than doing business outside f of the area. Therefore, if Pioneer has not done so air employment practices and compensation in its previously, it should consider providing findings in the procurement decisions. resolution adopting this policy that detail such prior disadvantage within this service area.

Proposed: February 2025
(See: Associated General Contractors of California,
Inc. v. City and County of San Francisco (9th Cir. 1987) 813 F.2d 922; Associated General Contractors of
California, Inc. v. Coalition for Economic Equity (9th
Cir. 1991) 950 F.2d 1401.)
FRP2
Category: Finance
&.- Award of Contract. Pioneer shall award the contract to purchase goods or services to the lowest responsible bidder, unless such as m•,<ard would be prohibited by
California lavi.
4-_5_. _ Supplier Diversity Program Compliance
a . As may be appropriate and consistent with applicable laws. regulations, and CPUC Orders and Decisions, Pioneer will engage with the diverse business community in its service area and statewide, to inform businesses of the benefits of certification as a diverse business, as well as upcoming Requests for Proposals and other solicitations. While
Pioneer cannot give any preference in the selection process to any business on the basis of race, sex, color, ethnicity , or national origin, Pioneer will strive to ensure that diverse businesses are aware of upcoming contract opportunities.

VI. SOLE SOURCE PROCUREMENT

1. [he following rules apply to contracts for General Contractual Services =a~n=d~P~r~o~fe~s=s=i=o~n=a~I S=e~rv~ic=e=s=.I,._____________________________ Commented [8]: Because this section makes reference to Table 1 and its contents appear to refer to 4-:-_2_. _ Under some circumstances, Pioneer competitive solicitation General Contractual services and Professional requirements may be dispensed with when the goods or services Services contracts only, I have added this provision here. are only available from one source either because the brand or trade name article, goods, or product or proprietary service is the only one which w ill properly meet the needs of Pioneer. or the item or service is unique and available only from a sole source.
2-,._3_. _ Sole source purchasing, whereby the procurement methods identified in Table 1 are not required, is authorized when the goods or services contemplated are only able to be performed by a sole provider, such as the holder of an exclusive patent or franchise, for the purchase of unique or innovative goods or services including but not limited to computer software and technology, or for purchases of goods or services when there is a demonstrated need for compatibility with an existing item or service used by Pioneer.
3-4_. __ A sole source may be designated when it is apparent that a needed product or service is uniquely available from the source, Proposed: February 2025
The reason that it may be good to add this limitation is that there are special rules that apply for sole-sourcing renewable energy and energy efficiency projects. (Gov.

Code§§ 4217.10-4217.1 8.)
or for all practical purposes, it is justifiably in the best interest of Pioneer.

Proposed: February 2025
FRP2
Category: Finance

4.-_5_. _The following factors are not sufficient to justify a sole source procurement!.'.
a. Personal preference for product or vendor
b. Cost
c. Vendor performance
d. Local service (this may be considered an award factor in competitive bidding)
e. Features that exceed the minimum requirements for the goods or service
VII. EMERGENCY PROCUREMENT

1. In the event of an emergency, the Chief Executive Director Officer may suspend the normal purchasing and procurement requirements for goods and services related to abatement of the impacts or effects of the emergency.

2. An emergency is deemed to exist in the following circumstances:
a. There is an unexpected occurrence requiring immediate action to prevent or mitigate the loss of impairment of life, health, property, or essential public services, including the provision of energy or power to Pioneer customers; or
b. There is immediate need to prepare for national or local defense; or
c. There is a breakdown in infrastructure or an essential service which requires the immediate purchase of supplies or contractual services to protect the public health, or safety or property; or
d. A local, State, or Federal emergency or disaster has been declared.

3. Emergency purchases of $5,000 or more are subject to ratification by the Pioneer Governing Board at the next regularly scheduled Board meeting.

VIII. COOPERATIVE PURCHASING

1. The procurement methods identified in Table 1 shall not be required when the contract for goods or services will be provided by another government agency.

Proposed: February 2025
FRP2
Category: Finance
387926.2

2. The procurement methods identified in Table 1 shall not be required for purchases made from other public
agencies competitive solicitations, or by use of Joint
Powers Agreements, Cooperative Purchasing programs,
Pooling Agreements, and other recognized types of
agreements used by public agencies to combine agency
requirements for purchase.7 provided that procurement is not in conflict with California law.

IX. PROCUREMENT OF POWER
Pioneer must secure sufficient power resources and energy attributes to serve its customers, comply with State law and meet Pioneer's and its member agencies' goals. The Chief Executive Direotor Officer is authorized to enter into Power Procurement Contractsagreements in accordance with the
approved Energy Risk Management Policy and Board
Resolutions.

X. MISCELLANEOUS

1. The following signing authorities shall apply, after review and approval as to form of the named agreements by the
General Counsel, or his/her designee, except where in
conflict with the Joint Powers Agreement, State or federal law:
a. Non-Disclosure Agreements - Director level and above, b. Banking and Treasury Administration - Director of Finance and Administration or Chief Executive DireotorOfficer
c . Release of Liability and Indemnification - COO and above.

Page 1 of 3 ends

Staff Report – Item 1c
To: The Governing Board
From: Brad Koehn, Director of Finance and Administration Item 1c: Receive Fiscal Year 2024-25 Draft Quarterly Financial Reports Through December 2024
Date: 2/27/2025

RECOMMENDATION
Receive Fiscal Year 2024-25 Draft Quarterly Financial Reports through December 2024.

BACKGROUND
The 2024-25 Operating Budget provides support for Pioneer Community Energy (“Pioneer”) operations and maintains current generation rates that were effective July 1, 2024, including a generation rate reduction effective March 1, 2025. The table below is a high-level summary of the Adopted Budget and the Amended Budget.

The “Amended Budget” column above reflects the following adjustments since the Board first adopted the budget effective July 1, 2025:
• July 18, 2024 Board Meeting - budgetary amendment to (1) reduced the generation rate retroactive to July 1, 2024 and to (2) partially offset the resulting revenue reduction with a reduction in the allocation to the Program Division from 2% to 1% of revenue. • The ‘rollover’ of unspent Fiscal Year 2023-24 program funds as authorized by Resolution 2023-23; • The December 2024 Board-authorized budgetary increase to allow for recruitment of the Legislative and Regulatory Manager;
• Any Chief Executive Officer-approved budgetary transfers between line items or Divisions that did not increase the total adopted budget.
$ in Thousands
FY 2024-25
Adopted Budget
July 1, 2025
FY 2024-25
Amended Budget
(Last Amended
December 19,
2024)
Variance
Total Operating Revenues 255,050 242,815 (12,235)
Total Non-Operating Revenues 2,871 2,871 0
Power Supply 208,976 208,976 0
Operating Margin $48,945 $36,710 ($12,235)
Total Operating Expenses 19,712 18,580 (1,132)
Debt Service 4,600 4,600 0
Total Expenses 233,288 232,156 (1,132)
Contribution to/(from) Net Position $24,633 $13,530 ($11,103) Plf)NEER

COMMUNITY ENERGY
Agenda Item: 1c Agenda Date: 2/27/2025

Page 2 of 3 ends

ANALYSIS & DISCUSSION
The 2024-25 Mid-Year Budget is balanced and presents Pioneer in stable and strengthening financial condition. The Amended Budget’s projected contribution to Net Position of $13.53 million is directly improving Pioneer’s days of liquidity.

Operating Revenues
The Year-To-Date (YTD) actual expenses through December 2024 show that overall revenues are almost 2% above budget expectations. At the January Board meeting, the Board approved a generation rate decrease effective March 1, 2025. The impact of the rate reduction and the current revenue overage are projected to largely offset each other with the current year-end final revenue expected to align closely with budgetary targets.

Energy (Power) Supply Expenses
The YTD actuals through December 2024 show that Power Expenses are currently below budget expectations which can be largely attributed to the avoidance of an extreme weather event. Based on the extreme weather event of September 2022, when unanticipated energy costs and collateral calls caused a drawdown of 65 days of liquidity in an 8-day period, an extreme weather event contingency has been included in the budget. That $10 million contingency is the significant driver of the current energy budget cost savings, though an extreme weather event still poses a risk throughout the remainder of the fiscal year. An extreme weather event is one example of how the energy market can be volatile and have large swings in costs.

Operating Expenses
Overall, non-energy operating expenses (compensation, consultant services, and operating expenses) are not evenly expended over the course of the year with some expenses, for example, occurring all at once or more sporadically over the course of the year. Through December 2024, expenses are at about 30% of the annual budget. There will likely be end of the year budget savings, but no budget adjustments are being requested.

There are some expected budget overages in certain divisional categories. However, these expenses can be met with budget transfers from other accounts with no overall increase in the Operating Expense budget and no need to request additional budget appropriations.

Non-Operating Revenues
Pioneer has benefited from the current higher interest rate environment (compared to a few years ago) and the delay in decreasing interest rates that had been anticipated at the time of the adoption of the current budget. A secondary driver has been the increase in the reserve balance which has resulted in more dollars being invested. Interest earnings have already reached the year-end budget expectations. Additional interest earnings generated from a balance of fiscal year will flow to Pioneer’s bottom line by increasing reserves.

Non-Operating Expenses (Debt Service)
The non-operating debt service expenses include the debt service on the term loan, the additional discretionary $2.1 million payment to the term loan, the cost of Letters of Credit that Pioneer is required to post with some energy suppliers (such as CAISO), and the anticipated increase in the Financial Security Requirement (FSR), which is determined by the CPUC. The CPUC process for the FSR increase may not be completed in this fiscal year and may have to be reprogrammed in Fiscal Year 2025-26. Otherwise, non-operating expenses are meeting expectations.

The Budget included an extra principal payment to the term loan of $2.1 million. The loan had been acquired to pay in full the Placer County Treasury, which had provided Pioneer with start-up funds. The extra payment was paid in January 2025 and will save approximately $300 thousand in interest expense and trim 30 months off the remaining term of the loan. If an additional principal payment is authorized in the next fiscal year, the term loan can be paid in full in the next fiscal year.

Agenda Item: 1c Agenda Date: 2/27/2025

Page 3 of 3 ends

Reserves
The Board approved an updated Reserve Policy October 2021, which established a minimum reserve target of 160 days of cash liquidity to be reached within three to five years. The Board considered several components when establishing the Reserve target including annual operating expense, power supply expenses, power market cost fluctuations, and debt service. Beyond those considerations, another important benefit of Pioneer advancing to the reserve target was the A- credit rating received in January 2024 from S&P. The credit rating has increased energy suppliers’ confidence in Pioneer as a business partner and has allowed Pioneer to avoid posting cash collateral with energy suppliers.

The current expectation is that the contribution to Net Position will end the year at $13.53 million with an expected year-end Net Position of almost $150 million. The Net Position is an indicator that provides the likely direction for building or drawing down cash reserves, but Net Position and Reserves are not identical. The cash position can be greater or less than the Net Position due to the impact that non-cash assets and liabilities have on Net Position. Pioneer ended Fiscal Year 2023-24 at almost $98 million, or 155 days of liquidity, and by December 2024 has grown to $153.5 million or 243 days of liquidity. June 2025 is currently projected to reach $164 million or 264 days of liquidity. At the November 2024 Board meeting, the Board discussed increasing the Reserves Days of Liquidity target to 270 days, but deferred the decision and determined that it was more timely to consider the Reserve increase along with the Fiscal Year 2025-26 Budget deliberations.

FISCAL IMPACT
There are no recommended adjustments to the Fiscal Year 2024-25 Budget and any needed adjustments can be accommodated without an increase in Budget appropriations.

ATTACHMENTS

1. Fiscal Year 2024-25 Draft Quarterly Financial Reports through December 2024 1 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 December 31, 2024, and the related statement of revenues, expenses, and changes in net position for the six months 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.

Maher Accountancy
San Rafael, CA
February 7, 2025
1101 Fifth Avenue, Suite 200 San Rafael, CA 94901 415 459 1249 mahercpa.com MAHER

ACCOUNTANCY
CCA Program
ASSETS
Current assets
Cash and cash equivalents 49,822,140 $
Investments 103,666,766
Accounts receivable, net of allowance 23,525,281
Accrued revenue 10,392,370
Other receivables 1,848,001
Interest receivable 846,674
Prepaid expenses 1,965,045
Deposits 986,799
Total current assets 193,053,076
Noncurrent assets
Capital assets, net of depreciation and amortization 1,193,478 Deposits 219,987
Total noncurrent assets 1,413,465
Total assets 194,466,541

LIABILITIES
Current liabilities
Accrued cost of electricity 19,140,613
Accounts payable 592,429
Other accrued liabilities 551,613
Lease liability 121,012
Note payable 779,292
Interest payable 13,593
Deposits 1,470,000
Total current liabilities 22,668,552
Noncurrent liabilities
Lease liability 831,916
Note payable 3,318,850
Supplier security deposits 282,000
Total noncurrent liabilities 4,432,766
Total liabilities 27,101,318

NET POSITION
Net investment in capital assets 240,550
Unrestricted net position 167,124,673
Total net position 167,365,223 $

PIONEER COMMUNITY ENERGY

STATEMENT OF NET POSITION
As of December 31, 2024

CCA PROGRAM
See accountants' compilation report. 2
CCA Program

OPERATING REVENUES
Electricity sales, net $ 132,707,578
Other income 5,417
Total operating revenues 132,712,995

OPERATING EXPENSES
Cost of electricity 97,677,838
Contract services 2,794,861
Staff compensation 1,874,373
Other operating expenses 1,016,010
Depreciation and amortization 93,626
Total operating expenses 103,456,708
Operating income (loss) 29,256,287

NONOPERATING REVENUES (EXPENSES)
Investment income 2,993,978
Interest and financing expense (102,761)
Nonoperating revenues (expenses), net 2,891,217

NET POSITION
Change in net position 32,147,504
Net position at beginning of period 135,217,719
Net position at end of period $ 167,365,223
Six Months Ended December 31, 2024

AND CHANGES IN NET POSITION

STATEMENT OF REVENUES, EXPENSES

CCA PROGRAM

PIONEER COMMUNITY ENERGY
See accountants' compilation report. 3
Participation Rates – December 2024
Participation Rate October 2024 November 2024 December 2024 December 2023 AUBURN INC 85.34% 85.51% 85.48% 85.53%
COLFAX INC 88.33% 87.46% 87.99% 88.17%
GRASS VALLEY INC 95.23% 96.45% 96.90% N/A
LINCOLN INC 82.49% 82.56% 82.65% 82.87%
LOOMIS INC 86.86% 86.98% 87.08% 88.08%
NEVADA CITY INC 96.47% 96.47% 98.04% N/A
PLACERVILLE INC 85.42% 85.37% 85.38% 86.51%
ROCKLIN INC 90.19% 90.18% 90.21% 90.84%
UNINC EL DORADO CO 79.66% 79.72% 79.69% 80.69%
UNINC PLACER CO 84.64% 84.65% 84.71% 85.07%
Grand Total 84.13% 84.22% 84.27% 84.20%
4 Plf)NEER

COMMUNITY ENERGY
Total Pioneer Customers(# of Accounts)
175,000
171,224 171,374 171,649
170,000
165,000
160,000 157,847
155,000
150,000
December 2023 October 2024 November 2024 December 2024
5 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 six months ended December 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.

Maher Accountancy
San Rafael, CA
February 7, 2025
1101 Fifth Avenue, Suite 200 San Rafael, CA 94901 415 459 1249 mahercpa.com MAHER

ACCOUNTANCY
2024/25 YTD
Amended
Budget
2024/25 YTD
Actual
2024/25 YTD
Variance
(Under) Over
2024/25
YTD
Actual/
Budget %
2024/25
Amended Budget
2024/25
Amended
Budget
Remaining

ENERGY REVENUES
Energy Sales $ 133,859,000 $ 134,487,624 $ 628,624 100% $ 235,801,000 $ 101,313,376 Green100 Sales 111,000 36,025 (74,975) 32% 200,000 163,975 Congestion Revenue Rights and Battery Optimization 6,119,047 8,083,316 1,964,269 132% 10,000,000 1,916,684 Less Uncollectible Accounts (1,808,000) (1,816,069) (8,069) 100% (3,186,000) (1,369,931) Total Operating Revenues 138,281,047 140,790,896 2,509,848 242,815,000 102,024,104

ENERGY EXPENSES
Power Supply 116,552,490 105,761,157 (10,791,332) 91% 208,976,000 103,214,843 OPERATING MARGIN 21,728,558 35,029,739 13,301,181 33,839,000 (1,190,739)

OPERATING EXPENSES
Administration
Compensation 363,550 299,466 (64,084) 82% 816,385 516,920 Contract services 159,163 71,197 (87,965) 45% 318,325 247,128 Operating expenses 706,880 376,887 (329,993) 53% 941,796 564,909 Total Administration expenses 1,229,592 747,549 (482,043) 61% 2,076,506 1,328,957 Finance
Compensation 557,668 468,712 (88,956) 84% 1,151,050 682,338 Contract services 314,925 167,072 (147,853) 53% 591,000 423,928 Operating expenses 198,850 130,647 (68,203) 66% 357,700 227,053 Total Finance expenses 1,071,443 766,431 (305,012) 72% 2,099,750 1,333,319 Power Procurement
Compensation 587,010 324,211 (262,799) 55% 1,027,592 703,381 Contract services 2,314,210 789,557 (1,524,653) 34% 3,143,538 2,353,981 Operating expenses 85,036 95,699 10,663 113% 291,500 195,801 Total Power Procurement expenses 2,986,256 1,209,467 (1,776,789) 41% 4,462,630 3,253,163 Customer Care
Compensation 199,501 198,900 (601) 100% 399,002 200,102 Contract services 1,360,000 1,442,589 82,589 106% 2,720,000 1,277,411 Operating expenses 107,375 117,175 9,800 109% 214,750 97,575 Total Customer Care expenses 1,666,876 1,758,664 91,788 106% 3,333,752 1,575,088 Marketing & Communications
Compensation 370,973 280,242 (90,731) 76% 741,946 461,704 Contract services 233,250 1,362 (231,888) 1% 420,000 418,638 Operating expenses 423,175 47,091 (376,084) 11% 846,350 799,259 Total Marketing expenses 1,027,398 328,695 (698,703) 32% 2,008,296 1,679,601 Legislative & Regulatory
Compensation 237,549 193,687 (43,862) 82% 553,670 359,983 Contract services 188,904 116,322 (72,582) 62% 377,807 261,485 Operating expenses 4,150 2,625 (1,525) 63% 8,300 5,675
Total Legislative expenses 430,603 312,634 (117,969) 73% 939,777 627,143 Programs
Compensation 146,673 99,955 (46,718) 68% 293,345 193,390 Contract services 395,335 - (395,335) 0% 1,456,341 1,456,341 Operating expenses 954,903 353,247 (601,656) 37% 1,909,805 1,556,558 Total Programs expenses 1,496,910 453,201 (1,043,709) 30% 3,659,491 3,206,290 Total Operating Expenses 9,909,077 5,576,641 (4,332,436) 56% 18,580,202 13,003,561

NON-OPERATING REVENUES (EXPENSES)
Investment gains (losses) 1,435,500 2,993,978 1,558,478 2,871,000 (122,978) Term Loan Debt Service (475,000) (460,505) 14,495 97% (950,000) (489,495) Additional Term Loan Principal - - - (2,100,000) (2,100,000) Line/Letter of Credit Fees (375,000) (205,959) 169,041 55% (750,000) (544,041) Financial Security Requirement - - - (800,000) (800,000) Nonoperating revenues (expenses), net 585,500 2,332,931 1,747,431 (1,729,000) (4,061,931) Total Expenses and Non-Operating Activity 125,876,067 109,004,867 (16,871,200) 229,285,202 120,280,335 Contribution to/(from) Reserves $ 12,404,980 $ 31,786,029 $ 19,381,048 $ 13,529,798 $ (18,256,231)

BUDGETARY COMPARISON SCHEDULE
Six Months Ended December 31, 2024

PIONEER COMMUNITY ENERGY

CCA PROGRAM

Page 1 of 2 ends

Staff Report – Item 1d
To: The Governing Board
From: Brad Koehn, Director of Finance and Administration Item 1d: Adopt Resolution to Authorize an Increase of Staffing Positions by One to a Total of 22 Full Time Staffing Positions
Date: 2/27/2025

RECOMMENDATION
Adopt a resolution to authorize an increase of staffing positions by one to a total of 22 full-time staffing positions.

BACKGROUND
Pioneer currently has 21 authorized staffing positions for Fiscal Year 2024-25 with 18 filled positions, a 19th employee, the Project Development Manager, to start on March 3rd, and two additional pending employment offers. This added 22nd position would be for a Senior Financial Analyst in the Finance Division.

ANALYSIS & DISCUSSION
Since 2021, Pioneer has experienced significant growth due to territory expansion, with CCA operating costs growing from $73 million to $230 million in the current fiscal year. Revenue has similarly increased from $79 million in 2021 to nearly $246 million to date. The expected October 2027 territory expansion is expected to at least double the current revenue and operating expense activity.

With the addition of a Senior Financial Analyst, increased capacity would strengthen Pioneer’s ability to meet several critical needs essential to continued optimal operational efficiency and effectiveness:

Accounts Payable/Receivable Support: Pioneer’s continued growth projections have a direct impact on the financial transactions that need to be processed, analyzed and reported. This includes increased activity for both energy/RA/REC settlements and also non-energy vendors.

Enhanced Risk Management Oversight: Pioneer also has a need to strengthen its internal risk management capacity to ensure critical monitoring of existing and potential energy suppliers’ financial strength to identify any change in the risk that those suppliers might present to Pioneer. This would be for both suppliers with credit ratings that are being monitored for any downgrades, but also for any analysis needed for unrated energy suppliers.

Non-Energy Contract Management: Pioneer’s non-energy contract tracking also needs to be strengthened with more time needed to align actual expenses to the contract authority and monitor for approaching contract expiration dates.

Program Administration & Processing: As Pioneer customer programs accelerate their impact for customers, there is an increase in the financial transactions and the support required of finance staff for program tracking.

The chart on the following page compares Pioneer’s staffing to other CCAs and demonstrates that Pioneer staffing would remain lean with the addition of the Senior Financial Analyst position.

Plf)NEER

COMMUNITY ENERGY
Agenda Item: 1d Agenda Date: 2/27/2025
383532.1 Page 2 of 2

STRATEGIC PLAN
Pioneer’s strategic goals include to “Achieve Operational Optimization” and “Be Fiscally Strong and Resilient”; strengthening Pioneer’s finance team with an additional position supports both of these strategic goals.

FISCAL IMPACT
Authorizing a 22nd position to add a Senior Financial Analyst the estimated cost (salary and benefits) of $42 thousand for Fiscal Year 2024-25, and a full year estimated cost in Fiscal Year 2025-26 of $184,000. No Fiscal Year 2024-25 budget adjustment is needed, since existing savings from staff vacancies are adequate to fund this additional position.

ATTACHMENTS

1. Resolution to Authorize an Increase of Staffing Positions by One to a total of 22 Full Time Staffing Positions

2. Approved Salary Schedule
*Data gathered
December 2024 3CE Pioneer
(Current)
Pioneer
(Proposed) VCE AVA SVCE PCE MCE SCP RCEA
FTEs 56 21 22 9 98 62 61 103 41 37
TWh 5.1 1.8 1.8 0.7 6.6 3.9 3.4 5.6 2.2 0.6
Ratio 11.0 11.7 12.3 13.8 15.0 15.8 18.0 18.3 19.0 58.7 70 60
so
40 30
20 10
0 L
# of Full-Time Employees per TWh of Load
389978.1 Page 1 of 2
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 February 27, 2025, by the following roll call:

Ayes:

Noes:

Absent:

Signed and approved by me after its passage.
______________________________
Chair of the Governing Board
Attest:
_______________________
Secretary
WHEREAS, the Fiscal Year 2024-25 Amended Budget authorized funding for full-time staffing of 21 positions; and
WHEREAS, the 2025-27 Strategic Plan identified Achieve Operational Optimization and Being Fiscally Strong and Resilient as two strategic goals; and WHEREAS, the Pioneer’s operating expenses have grown significantly from $73 million in 2021 to $230 million with an expected doubling again with the upcoming territorial expansion which directly impacts the financial transactions that must be processed, analyzed, and reported; and WHEREAS, monitoring existing and potential credit and non-credit rated energy suppliers to monitor risks and potential impacts to Pioneer is critical; and WHEREAS, monitoring the actual activity and upcoming expiration of non-energy contracts needs strengthening; and
WHEREAS, as Pioneer programs are accelerating their impact for customers, there is an increase in financial transactions and the Finance Division’s support of those programs; and In the matter of: ADOPT RESOLUTION TO

AUTHORIZE AN INCREASE OF FULL TIME
STAFFING POSITIONS BY ONE TO A TOTAL 22

FULL TIME STAFFING POSITIONS
389978.1 Page 2 of 2
WHEREAS, Salary schedule for the Senior Financial Analyst has previously been approved by the Board; and
WHEREAS, there is sufficient funding for the Senior Financial Analyst position because of vacant positions during the 2024-25 Fiscal Year.

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

1. The above recitals are true and correct.

2. The Position Listing/Control as presented in Exhibit A is approved.

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

Exhibit A: Position Listing/Control
Resolution 2025-___
February 27, 2025

EXHIBIT A

POSITION LISTING/CONTROL
The position highlighted below is the requested
new position -- all other positions are funded in the Fiscal Year 2024-25 Budget and any Vacant positions are authorized to be filled.

POSITION TITLE
Board Clerk/Executive Assistant
Chief Executive Officer
Chief Operating Officer
Communications Coordinator
Community Outreach Manager
Customer Care Coordinator
Customer Care Manager
Director of Finance & Administration
Director of Communications
Financial & Administrative Analyst 1/11
Information Technology Analyst
Internal Operations Coordinator
Legislative and Regulatory Analyst I
Legislative and Regulatory Manager
Power Supply Contracts Manager
Power Resources Manager
Program Manager
Project Development Manager
Senior Financial Analyst
Senior Manager, Quantitative Analysis & Modeling
Total Authorized Full-Time Positions
Intern (Part-Time)
Total Authorized Part-Time Positions
# Of Positions
1 1
1 2
1 1
1 1
1 1
1 1
1 1
1 1
1 1
2 1
22 1
1 Attachment 2
SALARY SCHEDULE (Board Approved July 2024)
FISCAL YEAR 2024-25
_ ~ Class/Positian Title Minimum Maximum
Administrative Assistant ! $54,741 ! $81,838 -----------------------------------•--•-••-------------------------------r------------------•----------T----••••••••-•-••-••--------- Account Representative I ! $83,277 ! $124,500 -------------------- ----------•-••-••-----------------------------••••• • -r••••-- - - - - --- - - ------------• •T••--••••••--------------••••• Account Representative II ! $91,605 ! $136,949 --------------------------------------•••••----------------------------•"'T'"••••••-----------------------T••--•••••••--------------•-•• Board Clerk/Executive Assistant ! $79,900 ! $119,450 -----------------------------------•••••--------------------------------,------------------------------T----•------------------•----- Chief Executive Officer ! $253,673 ! $379,239 ------------------------------------•-•••••-•-••------------------------,----------------------------•T••--••----------------------- Chief Operating Officer ! $217,916 ! $325,785 ------------------------------•--------------------------------•--•--•-•-y-----------------------------•T•---------------------------- Commercial Coordinator ! $94,492 : $141,263 -------------------------------------------------------------------------r-----------------------------t----------------------------- Community Outreach Manager : $128,166 : $191 ,606 ------------------------------------------------------------------------+-----------------------------t----------------------------- Communications Coordinator : $76,832 : $114,863 ------------------------------------------------------------------------+-----------------------------t----------------------------- Customer Care Coordinator : $94,492 : $141,263 ------------------------------------------------------------------------+-----------------------------+----------------------------- f_l:!?..!~-~~~-~§l!.:~--~§1-~~~~!..-------------------------------------+--------~-!-~?..!.~-~Q ________ i--------~)_?_~l.!?_Q _______ _ Director of Finance and Administration : $175,034 : $261 ,663 ------------------------------------------------------------------------+-----------------------------+----------------------------- Director of Communications • : $175,034 : $261 ,663 -------------------------------------------------------------------------L-----------------------------t----------------------------- Financial and Administrative Analyst I i $76,832 : $114,863 ------------------------------------------------------------------------..L-----------------------------t----------------------------- ~!!_1_~!!~i~~-~-(:!~-~~-~!!_1_i~!~~-~Y-~-~!!~~?_tJ! ___________________ l_ ________ ~-~i!.?_!§ ________ _l ________ ~)_?_~l~1-~-------- l nformation Technology Administrator i $122,890 ! $183,721 -----------------------------•-••••-------------------------------------..J..-----------------------------L----------------------------- lnformation Technology Analyst ! $76,832 ! $114,863 -----------------------•••••••••----------------------------------------...1..---•••-----------------------L-------------•••------•------ lnternal Operations Coordinator ! $108,666 i $162,453 •--------•----•--•-•--•--••••••--•--•-••-•••-•••••-------------•--•••---..J..---------•-••••••-•-••-------L-----••••----------••-•-••-•- Key Accounts Manager i $115,800 i $173,120 -------------------------------------------------------------------------'------------------------------~----------------------------- Legislative and Regulatory Analyst I i $97,146 ! $145,235 Legislative and Regulatory Analyst II ! $106,861 f $159,758 ------------------------------------------------------------------------.... -----------------------------~----------------------------- Legislative and Regulatory Manager ! $128,165 i $191,606 ------------------------------------------------------------------------..... -----------------------------~----------------------------- Management Analyst ! $97,146 ! $145,235 ________________________________________________________________________ ...,. _____________________________ . ____________________________ _ Manager, Quantitative Analysis and Modeling ! $122,890 i $183,721 -------------------------------------------------------------------------+------------------------------+----------------------------- Power Resources Manager i $122,890 i $183,721 -------------------------------------------------------------------------+----------- ---------- -------♦----------------------------- Power Resources Analyst I i $96,579 i $144,385 -------------------------------------------------------------- -------◄------- ----------------------+----------------------- ----- Power Supply Contract Manager i $122,890 ! $183,721 ------- ----- -- -------- ----------------------------------------------◄-------------------------------+------ --------------------- Program Manager ! $108,666 i $162,453 ------------------------------------------------------------------------~-----------------------------~----------------------------- Program Specialist I i $98,786 i $147,686 ------------------------------------------------------------------------~-----------------------------~----------------------------- Project Development Manager ! $122,890 ! $183,721 ------------------------------------------------------------------------..,...-----------------------------~----------------------------- Residential Coordinator i $94,492 ! $141 ,263 - -----•----------------------------•-••-•••••••-------•••••-----------•-""t"'•••- ------•--------••••••----T--•••-- ----------•-•••••----- Senior Commercial Coordinator ! $108,666 i $162,453
Senior Financial Analyst ! $107,378 ! $160,524 --------------------------------•-• •••••••- - - ----------------------•••••-r••••••• •••••--•----- -----••••T-•-•••••••• • • •--------------- Senior Manager, Quantitative Analysis and ! $135,179 ! $202,093 Senior Residential Coordinator T $108,666 T $162 453

Page 1 of 1 ends

Staff Report – Item 1e
To: The Governing Board
From: Donald Eckert Jr., Chief Executive Officer
Item 1e: Affirm Existing Committee Members through January 2026 Date: 2/27/2025

RECOMMENDATION
Affirm existing committee members of the Audit & Finance Committee, the Energy Procurement Review Committee and the Expansion Committee through January 2026.

BACKGROUND
At the February 22, 2022, Governing Board meeting, the Board adopted Amendment No. 6 to the Pioneer Community Energy (“Pioneer”) bylaws establishing procedures related to ad hoc and standing committees.

Section 5.2 of the bylaws regarding membership to committees: The membership of any such committee shall be approved by the Governing Body by majority vote. Except as otherwise provided by the Governing Body, existing committee members shall be affirmed by the Governing Body each year at its February meeting, or as soon thereafter as is reasonably practicable, unless they provide advance notice to the Chairperson of the Authority that they desire to step down from the committee they are otherwise removed or replaced by the Governing Body; or the committee is dissolved. The Governing Body may remove a committee member from a committee, with or without cause, by a majority vote. The Governing Body shall fill any vacancy in accordance with the provisions of these Bylaws.

ANALYSIS & DISCUSSION
As of the date of submitting this report, the Chairperson nor staff have received notification to step down from an existing committee member from their current assignment(s). The following table shows the current membership for Pioneer’s committees:

STRATEGIC PLAN
The recommendation supports the Achieve Operational Optimization Priority.

FISCAL IMPACT
There is no fiscal impact from the recommendation.

ATTACHMENTS
There are no attachments to this report.

Audit & Finance Energy Procurment Review Expansion
Director Janda - Chair Director Janda - Chair Director Dowdin Calvillo - Chair Director Peteren Director Dowdin Calvillo
Director Ring Director Petersen
Plf)NEER

COMMUNITY ENERGY

Page 1 of 2 ends

Staff Report – Item 2
To: The Governing Board
From: Donald Eckert Jr., Chief Executive Officer
Item 2: Appoint Members to the Energy Procurement Review Committee, Audit & Finance Committee, and the Expansion Committee through January 2026.

Date: 2/27/2025

RECOMMENDATION
Appoint members to Pioneer Community Energy’s (“Pioneer”) Audit & Finance Committee, Energy Procurement Review Committee, and Expansion Committee through January 2026.

BACKGROUND
Section 6E of Pioneer’s Joint Exercise of Powers Agreement provides the authority to establish committees and states “The Board may establish any advisory commissions, board, and committees as the Board deems appropriate to assist the Board in carrying out its functions and implementing the CCA Program, other energy programs, and the provisions of this Agreement which shall comply with the requirements of the Brown Act. The Board may establish rules, regulations, policies, bylaws, or procedures to govern any such commission, boards, or committees.”
The Governing Board has experienced turnover resulting in vacancies on Pioneer’s committees. Each of these committees are important to Pioneer’s success as it provides an opportunity to discuss issues and potential solutions with regards to budgets, rates, audits, long-term power purchase agreements (PPAs), and expansion and fine tune those discussions before reaching the Governing Board.

ANALYSIS & DISCUSSION
Energy Procurement Review Committee (“EPRC”)
The Chief Executive Officer is authorized to execute energy contracts greater than five (5) years in length (from contract execution date) subject to the review and approval by the EPRC. Long-term PPAs are periodically necessary to fulfill mandatory requirements (e.g., Renewable Portfolio Standards), and for portfolio optimization. The role of the EPRC is to review pending long-term PPAs or other significant energy procurement issues. The committee meets as needed but typically three to five times per year. The committee is not subject to the Brown Act. The table below shows the composition of the committee, the current roster, and the member agency represented. There is one vacancy.

Audit & Finance Committee
The purpose of the Audit & Finance Committee is to oversee the accounting and financial reporting process, the annual audit of Pioneer’s financial statements by the independent auditor, budgeting, rate-setting, monitor internal controls, review administrative policies, and oversee investment strategies. The Committee will meet a minimum of twice per year for the opening and closing of the financial audit but typically three to five times per year. The committee reports to the Governing Board and is subject to the Committee Composition Current Roster Member Agency Represented Up to 4 Board Members Director Janda - Chair Rocklin
General Counsel Director Petersen - Vice Chair Nevada City Legal Counsel Specialized in PPAs Director Dowdin Calvillo Auburn Chief Executive Officer
Chief Operating Officer
Plf)NEER

COMMUNITY ENERGY
Agenda Item: 2 Agenda Date: 2/27/2025

Page 2 of 2 ends

Brown Act. The table below shows the composition of the committee, the current roster, and the member agency represented. There is one vacancy.

Expansion Committee
The purpose of the Expansion Committee is to discuss strategies and provide guidance to staff regarding opportunities for expansion of Pioneer’s service territory. The committee is not subject to the Brown Act and typically meets two to three times per year. The table below shows the composition of the committee, the current roster, and the member agency represented. There are two vacancies.

Governance Committee
The Board adopted the formation of the Governance Committee at the December 19, 2024, Governing Board meeting. The Governance Committee is not included in this recommendation as the policy creating the committee defines membership to the Governance Committee.

STRATEGIC PLAN
The recommendation supports the Achieve Operational Optimization Priority.

FISCAL IMPACT
There is no fiscal impact from the recommendation.

ATTACHMENTS
There are no attachments to this report.

Committee Composition Current Roster Member Agency Represented Up to 4 Board Members Director Janda - Chair Rocklin
General Counsel Director Petersen Nevada City
Independent Auditor Director Ring Loomis
Chief Executive Officer
Director of Finance & Administration
Committee Composition Current Roster Member Agency Represented Up to 3 Board Members Director Dowdin Calvillo - Chair Auburn General Counsel
Chief Executive Officer
Director of Communications

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Staff Report – Item 3
To: The Governing Board
From: Gina Stassi-Vanacore, Director of Communications
Item 3: Adopt a Resolution Authorizing the Chief Executive Officer to Execute an Agreement with ProPose LLC dba Sagent for Marketing and Communications Services for an Amount Not-to-Exceed $300,000 for a One-Year Period
Date: 2/27/2025

RECOMMENDATION
Adopt a resolution authorizing the Chief Executive Officer to execute an agreement with ProPose LLC dba Sagent for marketing and communication services for an amount not-to-exceed $300,000 for a one-year period.

BACKGROUND
On June 30, 2024, Pioneer Community Energy (“Pioneer”) completed its contract with its marketing consultant and elected not to renew the contract in order to better utilize in-house talent and further evaluate broader communication needs. In subsequent months, staff continued efforts to raise awareness of Pioneer and the benefits it provides customers. Additionally, significant attention was paid to strategically increasing outreach, advancing expansion, and launching programs while also building a stronger in-house communications infrastructure.

In December 2024, Pioneer issued a Request for Proposals for Strategic Communications Services to supplement in-house capabilities and fulfill unmet needs, recognizing that additional resources were needed to ensure the success of communications and outreach efforts. A total of five responses were received and evaluated, and interviews were conducted with the top three respondents.

In January 2025, Pioneer completed the evaluation process and selected ProProse LLC dba Sagent (“Sagent”) as the preferred vendor of choice.

ANALYSIS & DISCUSSION
The Board strategic planning sessions conducted in Spring 2024 emphasized ongoing rate competitiveness, community reinvestment, and ensuring an exceptional customer experience. These strategic objectives collectively serve as the “north star” for all communications including message development, outreach activities, and program development and implementation.

While Pioneer continues to coordinate all efforts to ensure strategic alignment, paid media enhancements are needed to elevate messaging, ensure ongoing brand awareness, and increase program participation. Paid media was anticipated in the FY 2024-25 budget, but we currently do not have a vendor to support these efforts. The contract with Sagent allows staff to fulfill currently unmet communications needs as we prepare for the expansion of Pioneer’s service area. This term of this contract is for one year, with the possibility of two one-year extensions.

The Scope of Work for the Sagent contract includes:

1. Supporting in-house efforts to maintain and increase public awareness about Pioneer and its specific role in supplying electricity generation to the communities it serves in current and potential expansion service territories.

Plf)NEER

COMMUNITY ENERGY
Agenda Item: 3 Agenda Date: 2/27/2025

Page 2 of 2 ends

2. Paid media procurement and management. Sagent will negotiate and oversee the implementation of all media purchasing on behalf of Pioneer based on a media plan approved by Pioneer staff, with the goal of establishing a strong and accurate flow of communication to all stakeholder groups. This includes providing tracking and analytics and adjusting plans to meet pre-determined measures of success.

3. Maintaining and improving customer participation in Pioneer, particularly in areas where it is below 85%.

4. Increasing awareness of and engagement in Pioneer programs and projects.

5. Creating graphic design and content for paid media elements including direct mailers, digital and print advertisements, postcards or flyers, social media ads, E-blast/newsletter content or graphics, bus shelter or bench designs, printable packets, brand advancement, videography and photography.

6. Assisting with Pioneer’s website, as needed.

7. Conducting research to test message credibility to ensure message effectiveness.

8. Supporting Pioneer’s social media accounts, with an emphasis on NextDoor and other group pages.

Sagent will work with staff to coordinate content and ensure the look, feel and content of organic and paid social media accounts are consistent with brand standards.

9. General support, account management and reporting which will include scheduled phone meetings and monthly reporting.

STRATEGIC PLAN
The Sagent contract supports the strategic priority to “Provide an Exceptional Customer Experience” by helping customers better understand, access, and take advantage of the benefits Pioneer offers.

FISCAL IMPACT
The financial impact of approving the Sagent contract agreement for the remainder of FY 2024-25 and FY 2025- 26 budget allocation for the Communications division is $300,000.

ATTACHMENTS

1. Resolution authorizing the Chief Executive Officer to execute an agreement with ProPose LLC dba Sagent for marketing and communication services for an amount not to exceed $300,000 for a one-year period.

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 February 27, 2025, by the following vote on roll call:

Ayes:

Noes:

Absent:

Signed and approved by me after its passage.
______________________________
Chair of the Governing Board
Attest:
_______________________
Secretary
WHEREAS, the Governing Board of Pioneer Community Energy (“Pioneer”) adopted the 2025- 2027 Strategic Plan that includes the Strategic Goal to “Provide an Exceptional Customer Experience” which includes helping customers better understand, access, and take advantage of the benefits Pioneer offers; and
WHEREAS, Pioneer and ProProse LLC dba Sagent (“Sagent”) desire to execute an agreement with the goal of increasing public awareness about Pioneer, maintaining and improving customer participation throughout Pioneer’s entire service area, and preparing for expansion of Pioneer’s service area; and
WHEREAS, the communications and outreach plans developed by Pioneer staff to guide communications efforts exceeds in-house capabilities and requires outside expertise; and WHEREAS, Sagent has demonstrated past success on several similar types of marketing efforts that can help advance Pioneer’s unmet communication needs; and WHEREAS, the expertise of Sagent can assist in elevating Pioneer messaging, ensuring ongoing brand awareness, and increasing program participation.

WHEREAS, the Pioneer’s current Fiscal Year 2024-25 budget includes sufficient resources to accommodate the proposed agreement with Sagent and no budgetary adjustment is required.

In the matter of: ADOPT A RESOLUTION

AUTHORIZING THE CHIEF EXECUTIVE OFFICER TO

EXECUTE AN AGREEMENT WITH PROPROSE LLC

DBA SAGENT FOR AN AMOUNT NOT-TO-EXCEED
$300,000 FOR A ONE-YEAR PERIOD.

Resolution No. ___
February 27, 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 Chief Executive Officer is authorized to execute an agreement with ProPose LLC dba Sagent for marketing and communication services, in substantially the form attached, beginning on March 1, 2025, for an amount not-to-exceed $300,000 with any minor clerical or clarifying changes proposed by the Chief Executive Officer and approved by General Counsel.

3. This resolution shall take effect immediately.

Exhibit A: Consultant Services Agreement with ProProse LLC dba Sagent.

Administering Agency: Pioneer Community Energy
Contract No.

Contract Description:

CONSULTANT SERVICES AGREEMENT
THIS AGREEMENT is made at Rocklin, California, as of March 1, 2025, by and between Pioneer Community Energy, ("Pioneer"), and ProProse LLC dba Sagent ("Consultant"), who agree as follows:

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

2. Payment. Pioneer shall pay Consultant for services rendered pursuant to this Agreement at the time and in the amount set forth in Exhibit B. The payment specified in Exhibit B shall be the only payment made to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all billings for said services to Pioneer in the manner specified therein, or, if no manner be specified, then according to the usual and customary procedures which Consultant uses for billing clients similar to Pioneer. The amount of the contract shall not exceed three hundred thousand dollars ($300,000.00).

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

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

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

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

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

8. Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary for the satisfactory performance of Consultant's obligations pursuant to this Agreement. Neither party shall be considered in default of this Agreement to the extent performance is prevented or delayed by any cause, present or future, which is beyond the reasonable control of the party.
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9. Hold Harmless and Indemnification Agreement. At all times during the performance of this agreement, the parties agree to protect, defend, and indemnify each other in accordance with the provisions contained in Exhibit D.

10. Insurance. Consultant shall file with Pioneer concurrently herewith a Certificate of Insurance, in companies acceptable to Pioneer, with a Best's Rating of no less than A-:VII, for the coverage shown in Exhibit D. All costs of complying with these insurance requirementsshall be included in Consultant’s fee(s). These costs shall not be 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. An exception is that for media placement and handling of media vendor relationships, Consultant is designated as Pioneer’s “Agency of Record.”

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

13. Personnel.

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

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

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

15. Termination.

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

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

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

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

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

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

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

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

22. Entirety of Agreement. This Agreement contains the entire agreement of Pioneer and Consultant with respect to the subject matter hereof, and no other agreement, statement, or promise made by - 3 -
any party, or to any employee, officer or agent of any party, which is not contained in this Agreement, shall be binding or valid.

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

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

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

PIONEER COMMUNITY ENERGY: CONSULTANT:

Pioneer Community Energy ProProse LLC dba Sagent
Attn: Eric Acedo Attn: Anne Staines
2510 Warren Drive Suite B 2215 21st Street
Rocklin, CA 95677
[email protected]
Sacramento, CA 95818
Phone: (916) 758-8943 Phone: 916-359-8316
Any notice so delivered personally shall be deemed to be received on the date of delivery, and any notice mailed shall be deemed to be received five (5) days after the date on which it was mailed. - 4 -
Executed as of the day first above stated:

PIONEER COMMUNITY ENERGY
By:

Printed Name/Title:

Approved as to Form – General Counsel:

By:

Printed Name/Title:
[NAME OF CONSULTANT]
By: ProProse LLC dba Sagent
Name:

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

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

EXHIBIT A

SCOPE OF SERVICES
• Supporting in-house efforts to maintain and increase public awareness about Pioneer and its specific role in supplying electricity generation to the communities it serves in current and potential expansion service territories.
• Paid media procurement and management. Sagent will negotiate and oversee the implementation of all media purchasing on behalf of Pioneer based on a media plan approved by Pioneer staff, with the goal of establishing a strong and accurate flow of communication to all stakeholder groups. This includes providing tracking and analytics and adjusting plans to meet pre-determined measures of success.
• Maintaining and improving customer participation in Pioneer, particularly in areas where it is below 85%. • Increasing awareness of and engagement in Pioneer programs and projects. • Creating graphic design and content for paid media elements including direct mailers, digital and print advertisements, postcards or flyers, social media ads, E-blast/newsletter content or graphics, bus shelter or bench designs, printable packets, brand advancement, videography and photography. • Assisting with Pioneer’s website user experience, as needed.. • Guide research to test message credibility to ensure message effectiveness. • Supporting Pioneer’s social media accounts, with an emphasis on NextDoor and other group pages. Sagent will work with staff to coordinate content and ensure the look, feel and content of organic and paid social media accounts are consistent with brand standards. • General support, account management and reporting which will include scheduled phone meetings and monthly reporting.

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to Consultant Services Agreement

EXHIBIT B

PAYMENT FOR SERVICES RENDERED
Maximum Limit & Fee Schedule
The total amount forservicesrendered not to exceed $300,000.

And, if applicable
The maximum hourly rate shall not exceed $ per hour.

Invoices
Invoicesshall include a list of work performed by billable hour including date, hours and services provided.

Work performed by Consultant will be subject to final acceptance by Pioneer.

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

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

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to Consultant Services Agreement

EXHIBIT C

FACILITIES, EQUIPMENT, AND OTHER

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

NOT APPLICABLE

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to Consultant Services Agreement
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EXHIBIT D

HOLD HARMLESS AGREEMENT

AND INSURANCE REQUIREMENTS

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

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

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

As used above, the term CONSULTANT means Consultant or its officers, agents, employees, and volunteers.

2. INSURANCE:

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

3. WORKER'S COMPENSATION AND EMPLOYERS LIABILITY INSURANCE:

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

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

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

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

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

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

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

4. GENERAL LIABILITY INSURANCE:

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

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

C. If CONSULTANT carries a Comprehensive General Liability policy, the limits of liability shall not be less than a Combined Single Limit for bodily injury, property damage, and Personal Injury Liability of:
→One million dollars ($1,000,000) each occurrence
→Two million dollars ($2,000,000) aggregate
D. If CONSULTANT carries a Commercial General Liability (Occurrence) policy:
(1) The limits of liability shall not be less than:
→One million dollars ($1,000,000) each occurrence (combined single limit for bodily injury and property damage)
→One million dollars ($1,000,000) for Products-Completed Operations →Two million dollars ($2,000,000) General Aggregate
(2) If the policy does not have an endorsement providing that the General Aggregate Limit applies separately, or if defense costs are included in the aggregate limits, then the required aggregate limits shall be two million dollars ($2,000,000).

E. Special Claims Made Policy Form Provisions:

CONSULTANT shall not provide a Commercial General Liability (Claims Made) policy without the express prior written consent of PIONEER, which consent, if given, shall be subject to the following conditions:
(1) The limits of liability shall not be less than:
→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 CONSULTANT shall contain language providing coverage up to one (1) year following the completion of the contract in order to provide insurance coverage for the hold harmless provisions herein if the policy is a claims-made policy.

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

5. ENDORSEMENTS:

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

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

6. AUTOMOBILE LIABILITY INSURANCE:

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

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

7. PROFESSIONAL LIABILITY INSURANCE:

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

8. PRIVACY AND CYBERSECURITY LIABILITY INSURANCE:

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

9. ADDITIONAL REQUIREMENTS:

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

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

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

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

Material Breach - Failure of the CONSULTANT to maintain the insurance required by this agreement, or to comply with any of the requirements of this section, shall constitute a material breach of the entire agreement.
390156.1 Page 1 of 2
Staff Report – Item 4
To: The Governing Board
From: Donald Eckert Jr., Chief Executive Officer
David Ruderman, General Counsel
Item 4: Adopt Resolution Approving Amendment No. 6 to the Amended and Restated Joint Exercise of Powers Agreement for Pioneer Community Energy to Incorporate Administrative Changes and Prior Amendments into a Single Document Date: 2/27/2025

RECOMMENDATION
Adopt Resolution Approving Amendment No. 6 to the Amended and Restated Joint Exercise of Powers Agreement (“JPA”) of Pioneer Community Energy (“Pioneer”) to Incorporate Administrative Changes and Prior Amendments into a Single Document.

BACKGROUND
At the November 21, 2024, the Governing Board meeting, the Board discussed the Board’s role in governance with respect to amendments to the JPA. The Board then directed staff to bring back to the Board the administrative changes to the JPA proposed earlier in the year as the Second Amended and Restated JPA and Revised Second Amended and Restated JPA, but never formally adopted.

At the December 19, 2024, the Governing Board meeting, the administrative changes to the JPA were presented to the Board. The Board approved the changes and directed staff to issue the required 30-day notice to Pioneer’s Members with the intent to amend the JPA as required in Section 19 of the JPA.

The 30-day notice was issued in early January, and staff has received no inquiries or concerns from existing Members.

ANALYSIS & DISCUSSION
In 2015, Placer County and the City of Colfax entered a JPA to establish the Sierra Valley Energy Authority to operate a Property Assessed Clean Energy (PACE) program. In 2017, the JPA was amended and restated to create a community choice aggregation program, add the cities of Auburn, Lincoln, Rocklin, and the Town of Loomis as member agencies, and later that year was renamed Pioneer Community Energy. Since then, that Amended and Restated JPA has been amended five times to make text changes and add new members.

The following are the proposed administrative changes to the JPA:
• Name. Change name of agency to Pioneer Community Energy throughout (this was legally effectuated by a resolution adopted in 2017 but references to Sierra Valley Energy Authority remained in the Amended and Restated JPA); likewise changed references to “the Authority” to “Pioneer” for ease of reading.
• Prior Amendments. Updated the title page with a listing of the prior amendments with effective dates.
• Exhibit A for List of Members. Remove references to specific member agencies in Sections 2 and 5 and of the JPA, moving the list of the members to a new Exhibit A for easier reference and updating.

Plf)NEER

COMMUNITY ENERGY
Agenda Item: X Agenda Date: 12/19/2024
390156.1 Page 2 of 2
• Special Voting Requirements. Revised Section 8 to correct erroneous cross-references but did not change the requirement that amendments of the JPA require a 2/3 vote of the Governing Board.
• Amendments. Revise Section 19, Amendments, to provide clarity on the procedure for approval of such amendments.
• Satisfied/completed obligations. Revise sections that have now been completed to indicate they are satisfied (for example, Section 9E, which describes the provision of start-up funding by Placer County). • Clean-up. Fix incorrect cross references, revise confusing references and typos. • Change Title of Executive Director to Chief Executive Officer. Per the Employment Agreement recently entered with the Executive Director changing his title to Chief Executive Officer, this change will ratify the change in title for the Executive Director.

Approval of this Amendment No. 6 to the JPA requires an affirmative vote of two-thirds of the Governing Board. If approved, staff will file the necessary paperwork with the Secretary of State and State Controller as well as providing notice to Pioneer’s Members of the amendment’s approval.

STRATEGIC PLAN
The report supports the Operational Optimization goal.

FISCAL IMPACT
There is no fiscal impact from the recommendation.

ATTACHMENTS

1. Resolution Approving Amendment No. 6 to the Amended and Restated Joint Exercise of Powers Agreement for Pioneer Community Energy to Incorporate Administrative Changes and Prior Amendments into a Single Document (including Exhibit A)

2. Redlined showing changes made between Amendment No. 6 and the original JPA (as amended by Amendments 1-5)
4 2/27/2025
388885.2 1
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 February 27, 2025 by the following vote on roll call:

Ayes:

Noes:

Absent:

Signed and approved by me after its passage.
______________________________
Chair of the Governing Board
Attest:
_______________________
Secretary
WHEREAS, the Sierra Valley Energy Authority was established on September 9, 2015; and WHEREAS, the Amended and Restated Joint Exercise of Power Agreement for the Sierra Valley Energy Authority (the "Amended and Restated JPA") became effective on February 22, 2017; and
WHEREAS, pursuant to California Public Utilities Code Sections 331.1 and 366.2, the Amended and Restated JPA allowed for the establishment of a Community Choice Aggregation (the "CCA") within the jurisdictions of the Voting Members; and WHEREAS, on July 17, 2017, the Governing Board of the Sierra Valley Energy Authority took action to rename and brand Sierra Valley Energy Authority as Pioneer Community Energy ("Pioneer"); and
WHEREAS, between 2020 and 2022, the Pioneer Governing Board approved Amendments No. 1 through 5 to the Amended and Restated JPA; and
In the matter of: A RESOLUTION APPROVING
AMENDMENT NO. 6 TO THE AMENDED AND

RESTATED JOINT EXERCISE OF POWERS

AGREEMENT FOR PIONEER COMMUNITY ENERGY

TO INCORPORATE ADMINISTRATIVE CHANGES AND

PRIOR AMENDMENTS INTO A SINGLE DOCUMENT
388885.2 2
WHEREAS, pursuant to section 8 of the Amended and Restated JPA, an amendment to the Amended and Restated JPA requires an affirmative vote of at least two-thirds of the Pioneer Board Members; and
WHEREAS, as required by section 19 of the Amended and Restated JPA, Pioneer provided written notice to each Member more than 30 days before the date the Pioneer Board intended to vote on this amendment (Amendment No. 6) to the Amended and Restated JPA; and WHEREAS, the changes approved by Amendments No. 1 through 5 were not previously incorporated into a single document, and therefore, the Pioneer Board seeks to incorporate all amendments, including Amendment No. 6, into a single document for ease of reference; and WHEREAS, to these ends, the Pioneer Board desires to approve the attached Amendment No. 6 to the Amended and Restated JPA, which includes all prior changes approved by Amendments No. 1 through 5, to incorporate conforming changes to the Amended and Restated JPA.

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

1. The above recitals are true and correct.

2. The Governing Board hereby approves Amendment No. 6 to the Amended and Restated JPA, as attached to this Resolution as Exhibit A.

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

Exhibit A: Amendment No. 6 to the Amended and Restated JPA, including changes imposed by all prior amendments.

Resolution 2025-___
February 27, 2025
383338.2
Pioneer Community Energy
Joint Exercise of Powers Agreement
Effective September 9, 2015
As amended and restated effective February 22, 2017
As amended by Amendment No. 1 dated December 27, 2020
As further amended by Amendment No. 2 dated January 21, 2021 As further amended by Amendment No. 3 dated April 15, 2021 As further amended by Amendment No. 4 dated January 20, 2022 As further amended by Amendment No. 5 dated November 17, 2022 As further amended by Amendment No. 6 dated February 27, 2025 Among the Following Parties:

City of Auburn
City of Colfax
County of El Dorado
City of Grass Valley
City of Lincoln
Town of Loomis
City of Nevada City
County of Placer
City of Placerville
City of Rocklin
1 AMENDED AND RESTATED JOINT EXERCISE OF

POWERS AGREEMENT FOR PIONEER COMMUNITY
ENERGY
THIS Amended and Restated Joint Exercise of Powers Agreement (hereafter "Agreement") amends and restates the Joint Exercise of Powers Agreement for the SIERRA VALLEY ENERGY AUTHORITY, originally entered as of September 9, 2015, (the "Original Agreement") which was by and between the COUNTY OF PLACER, and the CITY OF COLFAX, both public entities of the State of California. By this amendment and restatement it becomes a Joint Exercise of Powers Agreement for PIONEER COMMUNITY ENERGY (hereafter "Pioneer") by and among Voting Members (including New Voting Members) and the Associate Members listed in Exhibit A to this Agreement, all public entities of the State of California who become signatories to this Agreement, and relates to the joint exercise of powers among all of the signatories hereto either as Voting Members or Associate Members (hereafter collectively referred to as the "Members").

RECITALS:
383338.2
A. Whereas, each of the Members has a vested interest in the economic well-being of its respective jurisdiction and the region as a whole as well as energy efficiency and clean energy growth and development; B. Whereas, the Members desire to enter into this Agreement to provide for local control of energy resources, the adoption of programs to foster economic development, energy efficiency, and resource conservation, and to further define and describe the scope of powers to be exercised by Pioneer; C. Whereas, the Members share various powers under California law, including but not limited to the power to aggregate electric load, to purchase and supply electricity for themselves and customers within their jurisdictions, and the power to enter into voluntary contractual assessments with property owners to provide financing for the installation of public and private improvements authorized within their jurisdictions;
D. Whereas, the purposes for entering into this restated Agreement include, but are not limited to:
1)
2)
Providing electric power and other forms of energy to customers at a competitive cost;
Promoting long-term electric rate stability and energy security and reliability for residents through local control of electric generation resources and the overall power supply portfolio.
2 3) Carrying out programs to reduce energy consumption; 4) Stimulating and sustaining the local economy by developing local jobs in renewable energy; and
5) Reducing greenhouse gas emissions related to the use of electric power and other forms of energy in Placer County and neighboring reg10ns;
E. Whereas, it is the intent of this Agreement to promote the development and use of a wide range of energy sources and energy efficiency programs, including but not limited to hydroelectric, biomass, landfill gas, conversion of waste-to-energy, solar, and wind energy production;
F. Whereas, Pacific Gas and Electric and Liberty Energy are the investor owned providers of retail electric service throughout the Voting Member jurisdictions and a Community Choice Aggregator is authorized to aggregate electrical load served by such investor owned providers within its members' jurisdiction. Each of the Voting Members must adopt an ordinance electing to implement through Pioneer a common Community Choice Aggregation pursuant to California Public Utilities Code Sections 3 31.1 (b) and 366.2(12)(A).

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

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

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

Section 2. Purpose of Agreement
The purpose of this Agreement is to establish an independent public agency in order to exercise powers common to the Members and other powers granted to Pioneer under the Act, to study, promote, develop, conduct, operate, and manage energy, energy efficiency 383338.2 3
and conservation, and other energy-related programs, to exercise all other powers necessary and incidental to accomplishing these purposes, and to provide a Community Choice Aggregation (hereinafter "CCA") Program, pursuant to California Public Utilities Code Sections 331.1 and 366.2, and as further described in Section 10.

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

Section 3. Effective Date and Term
This Agreement shall be effective as an amendment and restatement of the Original Agreement, and Pioneer shall continue to exist as a separate public agency under the terms of this Agreement upon execution by the County of Placer and the City of Colfax. This Agreement shall be in full force and effect until terminated in the manner herein provided, subject to the rights of the Members to withdraw from Pioneer.

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

Pioneer is authorized, in its own name, to exercise all powers and do all acts necessmy and proper to carry out the provisions of this Agreement and fulfill its purposes, including, but not limited to, each of the following powers, subject to the voting requirements set forth in Section SC and Section 8:
383338.2
A.

B.
to make and enter into contracts;
to employ agents and employees, including but not limited to an Chief Executive Officer;
4 383338.2
C.

N.
to acquire, contract, manage, maintain, and operate any buildings, infrastructure, works, or improvements;
to acquire property by eminent domain, or otherwise, except as limited under Section 6508 of the Act, and to hold or dispose of any property; to lease any property;
to sue and be sued in its own name;
to incur debts, liabilities, obligations and to issue bonds, and to make and enter into agreements and other documents of any nature whatsoever as may be necessary or convenient in the exercise of the powers provided under the Marks- Roos Local Bond Pooling Act of 1985, as amended, and other provisions of California law that authorize public agencies to issue bonds and incur indebtedness, including but not limited to loans from private lending sources pursuant to its temporary borrowing powers such as Government Code Sections 53850 et. seq.;
to form subsidiary or independent corporations or entities, if necessary to carry out energy supply and energy conservation programs and to take advantage of legislative or regulatory changes;
to deposit its money pursuant to Section 6505.5 of the Act and to invest its money which is not required for the immediate use of Pioneer, as Pioneer determines is advisable in the same manner and upon the same conditions as local agencies, pursuant to Section 53635 of the California Government Code;
to apply for, accept, and receive all licenses, permits, grants, loans or other aids from any federal, state, or local public agency;
to submit documentation and notices, register, and comply with orders, tariffs and agreements for the establishment and implementation of the CCA Program and other energy programs;
to adopt rules, regulations, policies, bylaws and procedures governing the operation of Pioneer ("Operating Rules and Regulations"); to establish and operate a CCA program, and make and enter into service agreements relating to the provision of services necessary to plan, implement, operate and administer the CCA Program, including the acquisition of electric power supply and the provision of retail and regulatory support services;
to establish and operate one or more PACE programs pursuant to Chapter 29, and to enter into one or more agreements, including without limitation, participation agreements, implementation agreements and joint powers 5 0.

Section 5.

A.
383338.2
agreements and amendments thereto to fulfill such programs both within and outside the jurisdictional boundaries of Pioneer;
to establish a non-voting "Associate Member" status that provides membership in Pioneer to jurisdictions that are outside jurisdictional boundaries of Pioneer's Voting Members, but within whose boundaries a PACE, CCA, or other energy program is established and implemented by Pioneer on behalf of the Associate Member. Said jurisdictions shall adopt one or more agreements (a "PACE Agreement", "CCA Agreement", or other energy program agreement, as applicable) on terms and conditions established by Pioneer. The rights of Associate Members shall be limited solely to those terms and conditions expressly set forth in the PACE Agreement, CCA Agreement or other energy program agreement for the purposes of implementing the PACE Program, CCA Program or other energy program, respectively, within the jurisdictional boundaries of the Associate Member. Except as expressly provided for by the PACE Agreement, CCA Agreement or other energy program agreement, Associate Members shall not have any rights otherwise granted to Pioneer Members by this Agreement, including but not limited to the right to vote, the right to amend this Agreement and the right to sit on committees or boards established under this Agreement;
to execute agreements for the purpose of authorizing Pioneer to implement, manage and administer area-wide and regional programs in the interest of providing energy supply, development of energy generation, energy efficiency, resource conservation, local public welfare and other economically related energy programs. The costs incurred by Pioneer in implementing a program, including indirect costs, shall be costs of Pioneer and shall not be assessed to the Members, unless approved by the Governing Body of the Member.

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

The Boards of Supervisors, City Councils and Town Councils of the Voting Members listed in Exhibit A shall respectively appoint such member(s) set out above and not less than one alternate member per Board Member. The term of office of each Board Member and respective alternate may be terminated at any time by the appointing Board of Supervisors, City Council or Town Council. The designated alternate shall have authority to attend, participate, and vote at any meeting of the Board whenever the regular 6 B.

Section 6.

A.
383338.2
member, for whom they are designated to act as an alternate, is absent from the meeting.

Quorum. The majority of the members of the Board shall constitute a quorum. No action may be taken by the Board unless a quorum is present, except that less than a quorum may adjourn a meeting from time to time.

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

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

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

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

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

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

Chief Executive Officer and Other Staff
Chief Executive Officer. The Board shall appoint a Chief Executive Officer for Pioneer, who shall be responsible for the day-to-clay operation and management of Pioneer. The Chief Executive Officer may exercise all 7 B.

Section 7.
powers of Pioneer, except the powers specifically set forth in Section 4, or those powers that by law must be exercised by the Board. The Chief Executive Officer shall hire and supervise any Pioneer employees or consultants.

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

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

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

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

Treasurer and Auditor-Controller
The Governing Board shall appoint a Treasurer for Pioneer. The Treasurer shall be the depository of Pioneer and shall have all of the duties and responsibilities specified in Section 6505.5 of the Act. The duties and obligations of the Treasurer are further specified in Section 9. The Governing Body shall appoint an Auditor-Controller for Pioneer in compliance with the Act. The Auditor-Controller of Pioneer shall make or contract with a cetiified public accountant to cause an annual audit in compliance with Section 6506 of the 383338.2 8
Act. Pioneer of the Board to appoint a Treasurer and Auditor/Controller shall include Pioneer to combine both offices to be held by one officer or employee pursuant to section 6505.6 of the Act.

Section 8.

Section 9.

C.
383338.2
Special Voting Requirements and Voting Shares
Involuntary Termination or Amendment. Action of the Board on matters set forth in Section 15A (involuntary termination of a Member), or Section 19 (amendment of this Agreement) shall require the affirmative vote of at least two-thirds of the Board Members; provided, however, that for votes to involuntarily terminate a Member under Section 15A, the Board Member(s) for the Member subject to involuntary termination may not vote, and the number of Board Members constituting two-thirds of all Board Members shall be recalculated as if the Voting Member subject to possible termination were not a Voting Member.

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

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

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

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

Expenditures. All expenditures shall be made in accordance with the approved budget and upon the approval of any officer so authorized by the Board in accordance with its Operating Rules and Regulations. The Treasurer shall draw checks or warrants or make payments by other means 9 for claims or disbursements not within an applicable budget only upon the prior approval of the Board.

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

E. Funding of Initial Costs. The County of Placer funded certain activities necessary to implement the CCA Program. These costs have been repaid in full.

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

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

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

C. Each New Voting Member that wishes to participate in the PACE Program shall adopt a resolution authorizing it to become a Voting Member under this Agreement. Execution by such New Voting Member of this Agreement shall constitute consent to Pioneer undertaking contractual assessment proceedings under Chapter 29 for all of the properties in such New Voting Member's incorporated area and to the contractual assessment financing of certain improvements ( as enumerated from time to time in Chapter 29, "Improvements") by Pioneer, upon the request by and voluntary agreement of owners of such properties, in compliance with the laws, rules and regulations applicable to Pioneer's PACE Program, and to the assumption of jurisdiction thereover by Pioneer for the purposes thereof. Execution by such New Voting Member of this Agreement shall also serve to authorize Pioneer to take each step required for it to provide contractual assessment financing 383338.2 10
383338.2
for the Improvements, including the levying, collecting and enforcement of contractual assessments to finance the Improvements and the issuance and enforcement of bonds and other financing instruments to represent and be secured by such contractual assessments. The New Voting Members shall not be required to adopt a PACE Agreement and shall not be subject to the rights and obligations set forth therein, but shall instead, upon becoming Voting Members hereunder, be subject to the rights and obligations expressly set forth herein.

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

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

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

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

Pioneer Documents. The Members acknowledge and agree that the affairs of Pioneer will be implemented through various documents duly adopted by the Board through Board resolution. The Members agree to abide by and comply with the terms and conditions of all such documents that may be adopted by 11 the Board, subject to the Members' right to withdraw from Pioneer as described in Section 14.

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

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

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

Section 14. Withdrawal
A.

B.
383338.2
Right to Withdraw by Voting Member. A Voting Member may withdraw its participation in the CCA Program, effective as of the beginning of Pioneer's fiscal year, by giving no less than 12 months advance written notice of its election to do so, which notice shall be given to Pioneer and each Voting Member. Withdrawal of a Voting Member shall require an affirmative vote of its governing board.

Right to Withdraw By Voting Member After Amendment. Notwithstanding Section 14A, a Voting Member may withdraw its membership in Pioneer following an amendment to this Agreement adopted by the Board which the 12 Board Member appointed as the representative of a Voting Member voted against provided such notice is given in writing within thirty (30) days following the date of the vote. Withdrawal of a Member shall require an affirmative vote of its governing board and shall not be subject to the twelve month advance notice provided in Section 14A. In the event of such withdrawal, the Member shall be subject to the provisions of Section 15B.

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

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

Section 15. Termination
A. Involuntary Termination of a Member. Participation of a Member in the CCA program may be terminated for material non-compliance with provisions of this Agreement or any other agreement relating to the Member's participation in the CCA Program upon a vote of Board Members as provided in Section SA. Prior to any vote to terminate participation with respect to a Member, written notice of the proposed termination and the reason(s) for such termination shall be delivered to the Member whose termination is proposed at least 30 days prior to the regular Board meeting at which such matter shall first be discussed as an agenda item. The written notice of proposed termination shall specify the particular provisions of this Agreement or other agreement that the Member has allegedly violated. The Member subject to possible termination shall have the opportunity at the next regular Board meeting to respond to any reasons and allegations that may be cited as a basis for termination prior to a vote regarding termination. A Member that has had its participation in the CCA Program terminated may be subject to certain continuing liabilities, as described in Section 15B.

B. Continuing Liability; Refund. Upon a withdrawal or involuntary termination of a Member, the Member shall remain responsible for any claims, demands, damages, or liabilities arising from the Member's membership or participation in the CCA Program through the date of its withdrawal or involuntary termination, it being agreed that the Member shall not be responsible for any liabilities arising after the date of the Member's withdrawal or involuntary termination. Claims, demands, damages, or liabilities for which a withdrawing or terminated Member may remain liable include, but are not limited to, losses from the resale of power contracted for by Pioneer to serve the Member's load. With respect to such liability, upon 383338.2 13
383338.2
notice by an Member that it wishes to withdraw from the program, Pioneer shall notify the Member of the minimum waiting period under which the Member would have no costs for withdrawal if the Member agrees to stay in the CCA Program for such period. The waiting period will be set to the minimum duration such that there are no costs transferred to remaining ratepayers. If the Member elects to withdraw before the end of the minimum waiting period, the charge for exiting shall be set at a dollar amount that would offset actual costs to the remaining ratepayers, and may not include punitive charges that exceed actual costs. In addition, such Member also shall be responsible for any costs or obligations associated with the Member's participation in any program in accordance with the provisions of any agreements relating to such program provided such costs or obligations were incurred prior to the withdrawal of the Member. Pioneer may withhold funds otherwise owing to the Member or may require the Member to deposit sufficient funds with Pioneer, as reasonably determined by Pioneer and approved by a vote of the Board, to cover the Member's liability for the costs described above. Any amount of the Member's funds held on deposit with Pioneer above amounts not required to pay any liabilities or obligations shall be returned to the Member. The liability of any Member under this section 15B is subject and subordinate to the provisions of Section 12, and nothing in this section 15B shall reduce, impair, or eliminate any immunity from liability provided by Section 12.

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

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

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

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

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

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

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

Section 18. Disposition of Assets; Property and Money
Upon termination of this Agreement under Section 15, all costs, expenses, and charges legally incurred by Pioneer shall be paid and discharged; and Pioneer shall sell such property as may be necessary and shall distribute to the federal or State government such property and funds as are lawfully required; the balance of such property and any surplus money on hand shall be distributed or returned in proportion to contributions made by the affected Members except to the extent otherwise agreed upon by the affected Members. 383338.2 15
Section 19. Amendments
This Agreement may only be amended by a written amendment approved by a vote of Board Members as provided in Section 8. Pioneer shall provide written notice to all Members of amendments to this Agreement at least 30 days prior to the date upon which the proposed amendment is being considered by the Board. If the proposed amendment is adopted by the Board, Pioneer shall provide prompt written notice to all Members of the effective date of such amendment along with a copy of the amendment.

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

Section 21. Entire Agreement
This Agreement contains the entire agreement between the Members and supersedes all prior understanding between them with respect to the subject matter of this Agreement.

There are no promises, terms, conditions or obligations, oral or written, between or among the Members relating to the subject matter of this Agreement that are not fully expressed in this Agreement. This Agreement may not be modified, changed, supplemented or terminated, nor may any obligation under this Agreement be waived, except as provided in Section 19.

Section 22. Counterparts and Effective Date
This Agreement may be executed in counterparts and be as valid and binding as if each Member signed the same copy. A faxed copy of the executed signature page shall be sufficient to cause the terms of this Agreement to become fully operative. The effective date of the Agreement shall be the date the second member has executed the Agreement. 383338.2
WITNESS THE AGREEMENT HEREOF the date set opposite our respective entities:
[Signatures on following page J
16 AMENDMENT NO. 5 TO THE AMENDED AND RESTATED JOINT EXERCISE

OF POWERS AGREEMENT FOR PIONEER COMMUNITY ENERGY
THIS AMENDMENT (hereafter "Amendment") amends the Amended and Restated Joint Exercise of Powers Agreement (hereafter "Amended and Restated JPA") with the effective date of February 22, 2017 which was by and between the COUNTY OF PLACER, the CITY OF AUBURN, the CITY OF COLFAX, the CITY OF LJNCOLN, the TOWN OF LOOMIS, and the CITY OF ROCKLIN, and as executed pursuant to Amendment No. 1 to the Amended and Restated JPA by the COUNTY OF EL DORADO and the CITY OF PLACERVILLE all public entities of the State of California. By this Amendment the City of Nevada City and the City of Grass Valley (collectively, the "New Voting Members") become signatories to the Amended and Restated JPA.

WHEREAS, on September 9, 2015 the COUNTY OF PLACER and the CITY OF COLFAX entered into the original Joint Exercise of Powers Agreement for the purpose of establishing the Sierra Valley Energy Authority as a joint powers authority under the Joint Exercise of Powers Act, Government Code Section 6500, et seq.; and WHEREAS, the Amended and Restated JPA became effective on February 22, 2017 and authorized the Cities of Auburn, Lincoln, Rocklin, and the Town of Loomis to become Voting Members of the Joint Exercise of Powers Agreement and established a Community Choice Aggregation Program within the jurisdictions of the Voting Members; and WHEREAS, Resolution No. 2017-3 of the Sierra Valley Energy Authority approved a name change from Sierra Valley Energy Authority to Pioneer Community Energy, as it is known today; and
WHEREAS, Amendment No. I to the Amended and Restated JP A, which was approved by the Governing Board on December 27, 2020 and became effective March 9, 2021, authorized the County of El Dorado and the City of Placerville to become Voting Members; and WHEREAS, the Voting Members wish to amend the Amended and Restated JP A a fifth time to add the City of Nevada City and the City of Grass Valley as Voting Members.

NOW, THEREFORE, IT IS MUTUALLY AGREED THAT THE FOLLOWING CHANGES

AND ADDITIONS ARE HEREBY MADE IN THE AMENDED AND RESTATED JOINT POWERS AGREEMENT:

I. Section 5.A shall be replaced by the following:

Section 5. Governance and Internal Organization
A. Governing Board. The governing body of the Authority shall consist ofup to a eleven (11) person Board, consisting of two (2) members of the Placer County Board of Supervisors, and one (1) member each appointed by the El Dorado County Board of Supervisors, the Cities of Auburn, Colfax, Grass Valley, Rocklin, Lincoln, Nevada City, Placerville and the Town of Loomis that becomes a signatory to this Agreement ("Board Member").

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

2. Effective Date. This Amendment shall take effect and become operative after the Cities of Grass Valley and Nevada City each approve and sign the Amendment and after the CPUC certifies the Implementation Plan field by Pioneer to include the Cities of Grass Valley and Nevada City.

3. Counterparts. This Amendment may be executed in counterparts and be as valid and binding as if each Member signed the same copy. A faxed or scanned copy of the executed signature page shall be sufficient to cause the terms of this Amendment to become fully operative. The effective date of this Amendment shall be the date it is approved by the Pioneer Board.

4. Except as specifically amended above, all other provisions of the Amended and Restated JPA shall remain in full force and effect.

IN WITNESS WHEREOF, the Voting Members have executed this Amendment No. 5 to the Amended and Restated Joint Powers Agreement for Pioneer Community Energy.

COUNTY OF EL DORADO, a political
EXECUTED ON subdivision
iO/ 2( 1
1())2_ And approved as to form _____ __ _

SIGNATURES CONTINUED ON NEXT PAGE

EXECUTED ON
By C ._.,,
COUNTY OF PLACER. a political
subdivision
And approved as to form ______ _

SIGNATURES CONTINUED ON NEXT PAGE
CITY OF AUBURN, a Municipal Corporation

EXECUTED ON
ATTEST:

By-;..... 1 - -+-- ---l-----'k----+---- • .._ - £)mo7;~JY• d Amy L ind,irCI

SIGNATURES CONTINUED ON NEXT PAGE

EXECUTED ON
;: I
By ( h - -
City Manager, Wes Heathcock
CITY OF COLFAX, a Municipal Corporation
And approved as to form ~
ATTEST:
" / ' v.-"' // / , •• l< , Ut L::L,C- / .,
·- ✓

SIGNATURES CONTINUED ON NEXT PAGE

EXECUTED ON
CITY OF GRASS VALLEY, a Municipal
Corporation
And approved as to form .JY-l-LAA,, /2-i-v.:>c'i'r'L---

SIGNATURES CONTINUED ON NEXT PAGE

EXECUTED ON
CITY OF LINCOLN, a Municipal Corporation
And approved as to f~f$,.,· d,,,.4,'<,SQ,.~~~
By
~ ATTEST:
1ty Council ~ -~

SIGNATURES CONTINUED ON NEXT PAGE
TOWN OF LOOMIS, a Municipal Corporation And
EXECUTED ON:

October 11, 2022 ap/ ed as to fonn / ,.-, _
0:iK!??;u
Town Manager
ATTEST: I
( I( I 'i' f
Deputy Town Clerk

EXECUTED ON
CITY OF NEV ADA C.n~~ a Munici~pal
Corporation \ \ /(
And approved as to for~ "'t-:::::_: - '-------•
•
~'

SIGNATURES CONTINUED ON NEXT PAGE

EXECUTED ON
CITY OF PLACERVlLLE, a Municipal
Corporation
~\ GM ~~ And approved as to form __ ·_\ ___ _
ATTEST:
( - -· \ \1 \ . \ ( I ' I I ' -

SIGNATURES CONTINUED ON NEXT PAGE
CITY OF ROCKLIN, a Municipal~Corporation

EXECUTED ON
And approved as to for
BJ:3).e Mayor, City ~ Council
I p urburn, City Clerk

SIGNATURES CONTINUE ON NEXT PAGE
Exhibit A
Voting Members and Associate Members
Section A.1 Voting Members
City of Auburn
City of Colfax
City of Grass Valley
City of Lincoln
City of Nevada City
City of Placerville
City of Rocklin
County of El Dorado
County of Placer
Town of Loomis
Section A.2 Associate Members
City of Folsom
383338.2
County of Sacramento
Town of Truckee
383338.1
Pioneer Community Energy
Joint Exercise of Powers Agreement
Effective September 9, 2015
As amended and restated effective February 22, 2017
As amended by Amendment No. 1 dated December 27, 2020
As further amended by Amendment No. 2 dated January 21, 2021 As further amended by Amendment No. 3 dated April 15, 2021 As further amended by Amendment No. 4 dated January 20, 2022 As further amended by Amendment No. 5 dated November 17, 2022 Among the Following Parties:

POWERS AGREEMENT FOR THE SIERRA
VALLEYPlONEER COMMUNITY ENERGY AUTHORITY
THIS Amended and Restated Joint Exercise of Powers Agreement (hereafter "Agreement") amends and restates the Joint Exercise of Powers Agreement for the SIERRA VALLEY ENERGY AUTHORITY, (hereafter "Authority") originally entered as of September 9, 2015, (the "Original Agreement") which was by and between the COUNTY OF PLACER, and the CITY OF COLFAX, both public entities of the State of California.

By this amendment and restatement it becomes a Joint Exercise of Powers Agreement for PIONEER COMMUNITY ENERGY (hereafter ''Pioneer'') by and among Voting Members (including New Voting Members) and the Associate Members listed in Exhibit A to this Agreement, all public entities of the State of California between the COUNTY OF PLACER, the CITY OF COLFAX and the cities of Rocklin, Lincoln and Auburn m1d the tovm of Loomis within the County of Placer who become signatories to this Agreement-ft-he "Nev•' Voting Members", and together with the County of Placer and the City of Colfax, the "Voting Members"), as 1.vell as those local agencies that become signatories to this Agreement as Associate Members, and relates to the joint exercise of powers among all of the signatories hereto either as Voting Members or Associate Members (hereafter collectively referred to as the "Members").

RECITALS:

D.
383338.1
Whereas, each of the Members has a vested interest in the economic well-being of its respective jurisdiction and the region as a whole as well as energy efficiency and clean energy growth and development; Whereas, the Members desire to enter into this Agreement to provide for local control of energy resources, the adoption of programs to foster economic development, energy efficiency, and resource conservation, and to further define and describe the scope of powers to be exercised by the Authority Pioneer;
Whereas, the Members share various powers under California law, including but not limited to the power to aggregate electric load, to purchase and supply electricity for themselves and customers within their jurisdictions, and the power to enter into voluntary contractual assessments with property owners to provide financing for the installation of public and private improvements authorized within their jurisdictions;
Whereas, the purposes for entering into this restated Agreement include, but are not limited to:
2 1) Providing electric power and other forms of energy to customers at a competitive cost;
2) Promoting long-term electric rate stability and energy security and reliability for residents through local control of electric generation resources and the overall power supply portfolio.
3) Carrying out programs to reduce energy consumption;
4) Stimulating and sustaining the local economy by developing local jobs in renewable energy; and
5) Reducing greenhouse gas emissions related to the use of electric power and other forms of energy in Placer County and neighboring regions;
E. Whereas, it is the intent of this Agreement to promote the development and use of a wide range of energy sources and energy efficiency programs, including but not limited to hydroelectric, biomass, landfill gas, conversion of waste-to-energy, solar, and wind energy production;
F. Whereas, Pacific Gas and Electric and Liberty Energy are the investor owned providers of retail electric service throughout the Voting Member jurisdictions and a Community Choice Aggregator is authorized to aggregate electrical load served by such investor owned providers within its members' jurisdiction. Each of the Voting Members must adopt an ordinance electing to implement through the Authority Pioneer a common Community Choice Aggregation pursuant to California Public Utilities Code Sections 331.1 (b) and 366.2(12)(A).

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

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

The Members are each empowered by the laws of the State of California to exercise, in their respective jurisdictions, the powers set forth herein, including but not limited to the power to aggregate electric load, to purchase and supply electricity for themselves and customers 383338.1 3
within their jurisdictions, and the power to enter into voluntary contractual assessments with properties owners for authorized improvements within their jurisdictions.

Section 2. Purpose of Agreement
The purpose of this Agreement is to establish an independent public agency in order to exercise powers common to the Members and other powers granted to the Authority Pioneer under the Act, to study, promote, develop, conduct, operate, and manage energy, energy efficiency and conservation, and other energy-related programs, to exercise all other powers necessary and incidental to accomplishing these purposes, and to provide a Community Choice Aggregation (hereinafter "CCA") Program, pursuant to California Public Utilities Code Sections 331 .1 and 366.2, and as further described in Section 10.

Without limiting the generality of the foregoing, the Members also intend for this Agreement to be used as a mechanism by which Voting Members and non-voting Associate Members may authorize the Authority Pioneer to provide Property Assessed Clean Energy ("PACE") Programs pursuant to Chapter 29 of the Improvement Bond Act of 1911, Division 7 of the California Streets and Highways Code ("Chapter 29"). +he Authority Pioneer may provide PACE Programs pursuant to Chapter 29 within the boundaries of each Voting Member as set forth in Section 10( C) herein, and within the boundaries of each non-voting Associate Member as set forth in Sections 16 herein. The Members intend that other agreements with Associate Members shall define the terms and conditions associated with the implementation of the CCA Program, the PACE Program, and any other energy programs approved by the A..._1thorityPioneer within the territorial jurisdiction of such Associate Members. As of the Effective Date of this Agreement the Associate Members include the County of Nevada, County of Sacramento, City of Grass Valley, City of Fobom, City of Nevada City and Town of Truckee.

Section 3. Effective Date and Term
This Agreement shall be effective as an amendment and restatement of the Original Agreement, and the AuthorityPioneer shall continue to exist as a separate public agency under the terms of this Agreement upon execution by the County of Placer and the City of Colfax. This Agreement shall be in full force and effect until terminated in the manner herein provided, subject to the rights of the Members to withdraw from the Authority Pioneer.

Section 4. Powers
The AuthorityPioneer shall have all powers common to the Members, and such additional powers accorded to it by law, including the power to develop and implement comprehensive energy and resource development and conservation programs, as described herein. Unless state or federal law provides otherwise, any facilities, buildings or structures located, constructed, or caused to be constructed by the Authority Pioneer within the territory of the Authority Pioneer shall comply with the General Plan, zoning and building laws of the local jurisdiction within which the facilities, buildings or structures are constructed and comply with the California Environmental Quality Act (CEQA). As required by Government Code 383338.1 4
Section 6509, the power of the Authority Pioneer is subject to the restrictions upon the manner of exercising power possessed by the City of Colfax.

The Authority Pioneer is authorized, in its own name, to exercise all powers and do all acts necessary and proper to carry out the provisions of this Agreement and fulfill its purposes, including, but not limited to, each of the following powers, subject to the voting requirements set forth in Section 5C and Section 8:
383338.1
A.

K.
to make and enter into contracts;
to employ agents and employees, including but not limited to an Chief Executive DirectorOfiicer;
to acquire, contract, manage, maintain, and operate any buildings, infrastructure, works, or improvements;
to acquire property by eminent domain, or otherwise, except as limited under Section 6508 of the Act, and to hold or dispose of any property; to lease any property;
to sue and be sued in its own name;
to incur debts, liabilities, obligations and to issue bonds, and to make and enter into agreements and other documents of any nature whatsoever as may be necessary or convenient in the exercise of the powers provided under the Marks- Roos Local Bond Pooling Act of 1985, as amended, and other provisions of California law that authorize public agencies to issue bonds and incur indebtedness, including but not limited to loans from private lending sources pursuant to its temporary borrowing powers such as Government Code Sections 53850 et. seq.;
to form subsidiary or independent corporations or entities, if necessary to carry out energy supply and energy conservation programs and to take advantage of legislative or regulatory changes;
to deposit its money pursuant to Section 6505.5 of the Act and to invest its money which is not required for the immediate use of the 1:\uthorityPioneer, as the AuthorityPioneer determines is advisable in the same manner and upon the same conditions as local agencies, pursuant to Section 53635 of the California Government Code;
to apply for, accept, and receive all licenses, permits, grants, loans or other aids from any federal, state, or local public agency;
to submit documentation and notices, register, and comply with orders, tariffs and agreements for the establishment and implementation of the CCA Program and other energy programs;
5 383338.1
L. to adopt rules, regulations, policies, bylaws and procedures governing the operation of the Authority Pioneer ("Operating Rules and Regulations"); M. to establish and operate a CCA program, and make and enter into service agreements relating to the provision of services necessary to plan, N.

0. P.
implement, operate and administer the CCA Program, including the acquisition of electric power supply and the provision of retail and regulatory support services;
to establish and operate one or more PACE programs pursuant to Chapter 29, and to enter into one or more agreements, including without limitation, participation agreements, implementation agreements and joint powers agreements and amendments thereto to fulfill such programs both within and outside the jurisdictional boundaries of the Authority Pioneer; to establish a non-voting "Associate Member" status that provides membership in the Authority Pioneer to jurisdictions that are outside jurisdictional boundaries of the Authority'sPioneer's Voting Members, but within whose boundaries a PACE, CCA, or other energy program is established and implemented by the Au~horityPioneer on behalf of the Associate Member. Said jurisdictions shall adopt one or more agreements ( a "PACE Agreement", "CCA Agreement", or other energy program agreement, as applicable) on terms and conditions established by the AuthorityPioneer. The rights of Associate Members shall be limited solely to those terms and conditions expressly set forth in the PACE Agreement, CCA Agreement or other energy program agreement for the purposes of implementing the PACE Program, CCA Program or other energy program, respectively, within the jurisdictional boundaries of the Associate Member.

Except as expressly provided for by the PACE Agreement, CCA Agreement or other energy program agreement, Associate Members shall not have any rights otherwise granted to Authority Pioneer Members by this Agreement, including but not limited to the right to vote, the right to amend this Agreement and the right to sit on committees or boards established under this Agreement;
to execute agreements for the purpose of authorizing the Au~horityPioneer to implement, manage and administer area-wide and regional programs in the interest of providing energy supply, development of energy generation, energy efficiency, resource conservation, local public welfare and other economically related energy programs. The costs incurred by the Au~horityPioneer in implementing a program, including indirect costs, shall be costs of the Authority Pioneer and shall not be assessed to the Members, unless approved by the Governing Body of the Member.
6 Section 5.

F.
383338.1
Governance and Internal Organization
Governing Board. The governing body of the Authority Pioneer shall consist of up to a eleven ( 11) person Bom·d. com,isting of two (2) members of the Placer County Board of Supervisors, and one (1) member each for all other Voting Members, appointed respectively by the El Dorado County Board of Supervisors. the Citie:, of Auburn, Colfax, Grass Valley. Rocklin. Lincoln.

Nevada City. Placerville and the Town ofLoomiseach Voting Member that is or becomes a signatory to this Agreement ("Board Member"). The total number of Board Members shall equal the total number of Voting Members listed in Exhibit A plus one (I).

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

Powers and Function of Board. The Board will exercise governance, policy guidance and oversight over the business and activities of -!:He AuthorityPioneer, consistent with this Agreement and applicable law.

ActionUnless otherwise specified in Section 8. action by -!:He AuthorityPioneer Board will be taken by majority vote of the Board Members present.

Section 6.

C.
383338.1
place of each regular meeting shall be fixed by resolution or ordinance of the Board. Regular meetings may be adjourned to another meeting time. Special meetings of the Board may be called in accordance with the provisions of California Government Code Section 54956. Directors may participate in meetings telephonically, with full voting rights, only to the extent permitted by law.

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

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

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

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

Services Providers. The Chief Executive Director Officer may appoint one or more services providers to serve as the Authority'sPioneer's agent(s) for planning, implementing, operating and administering the PACE Program, the CCA Program, and any other program approved by the Board, in accordance with the provisions of a written agreement between the Authority Pioneer and the appointed administrative services provider or providers ( a "Services Agreement"). The appointed services provider may be one of the Voting Members. A Services Agreement shall set forth the terms and conditions by which the appointed administrative services provider shall perform or cause to be performed all tasks necessary for planning, implementing, operating and administering the PACE Program, the CCA Program and other approved programs. The Services Agreement shall set forth the term of the Agreement and the circumstances under which the Services Agreement may be 8 D.

Section 7.
terminated by the Authority.Pioneer. This section shall not in any way be construed to limit the discretion of the Authority Pioneer to hire its own employees to administer the PACE Program, the CCA Program or any other program.

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

Treasurer and Auditor-Controller
The Governing Board shall appoint a Treasurer for the Authority .Pioneer. The Treasurer shall be the depository of the Authority Pioneer and shall have all of the duties and responsibilities specified in Section 6505.5 of the Act. The duties and obligations of the Treasurer are further specified in Section 9. The Governing Body shall appoint an Auditor-Controller for the AuthorityPioneer in compliance with the Act. The Auditor-Controller of the Authority Pioneer shall make or contract with a certified public accountant to cause an annual audit in compliance with Section 6506 of the Act. The authority Pioneer of the Board to appoint a Treasurer and Auditor/Controller shall include the authori~yPioneer to combine both offices to be held by one officer or employee pursuant to section 6505.6 of the Act.

Section 8.

C.
383338.1
Special Voting Requirements and Voting Shares
Involuntary Termination or Amendment. Action of the Board on tlte-matters set forth in Section +4A 15A (involuntary termination of a Member), or Section ~12...(amendment of this Agreement) shall require the affirmative vote of at least two-thirds of the Board Members; provided, however, that for votes to involuntarily terminate a Member under Section +4A 15A, the Board Member(s) for the Member subject to involuntary termination may not vote, and the number of Board Members constituting two-thirds of all Board Members shall be recalculated as if the Voting Member subject to possible termination were not a Voting Member.

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

Contributions by Members. The imposition on any Member of any obligation to make contributions or pledge assets as a condition of continued 9 Section 9.

F.
383338.1
participation in the PACE Program, the CCA Program, or other energy programs shall require a vote of at least two-thirds of all Board Members and the approval of the governing boards of the Members and Associate Members who are being asked to make such contribution or pledge.

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

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

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

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

Funding of Initial Costs. The County of Placer has-funded certain activities necessary to implement the CCA Program. If the CCA These costs have been repaid in full Program becomes operationaL the:.e initial costs paid by the County of Placer shall be included in the cus'.:omer charges for electric sep;ices as provided by Section l 4 to the extent permitted by law. and the County of Placer shall be reimbursed from the payment of such charges by customers of the Authority. Prior to such reimbursement. the County of Placer shall provide such documentation of costs paid as the Board may request. In the event that the CCA Program does not become operational. the County of Placer shall not be entitled to any reimbursement of the initial costs i'.: has paid from the Authority or any Member.

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

Section 10. Implementation Action and AuthoritvPioneer Documents 383338.1
A. Each Member shall adopt an ordinance or resolution in accordance with Public Utilities Code Section 366.2(c)(12) for the purpose of specifying that the Member intends to implement a CCA Program by and through its participation in the Authority Pioneer.

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

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

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

Implementation Plan and Statement oflntent. The AuthorityPioneer shall cause to be prepared an Implementation Plan and Statement of Intent 11 ...
meeting the requirements of California Public Utilities Code Section 366.2 and any applicable California Public Utilities Commission regulations. The Implementation Plan and Statement of Intent shall specify the service territory of the CCA to be within the boundaries of the Member jurisdictions that have taken the actions specified in A and B above. The Implementation Plan and Statement of Intent shall not be filed with the California Public Utilities Commission until it is approved by the Board in the manner provided mby Section 5.

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

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

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

Annual audits of the Authority'sPioneer's accounts and records shall be made by an independent CPA firm, and reports shall be filed in the manner provided in Section 6505 of the California Government Code.

Section 12. Debts, Liabilities and Obligations
383338.1 12
The AuthorityPioneer is a public agency separate from the Members. Pursuant to Sections 6508.1 of the Act, the debts, liabilities or obligations of the Authority Pioneer shall not be debts, liabilities or obligations of the individual Members unless the governing board of a Member agrees in writing to assume any of the debts, liabilities or obligations oft-he Authority.Pioneer. A Member who has not agreed to assume an Authori~ya Pioneer debt, liability or obligation shall not be responsible in any way for such debt, liability or obligation even if a majority of the Members agree to assume the debt, liability or obligation of the Authority.Pioneer. Should any debt, liability or obligation oft-he Authority Pioneer not be waived or allowed payable through assets of the Authority Pioneer, none of the County or City members shall be liable, except as provided by Government Code sections 895 through 895.8.

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

Section 14. Withdrawal
A.

C.
383338.1
Right to Withdraw by Voting Member. A Voting Member may withdraw its participation in the CCA Program, effective as of the beginning oft-he Authority'sPioneer's fiscal year, by giving no less than 12 months advance written notice of its election to do so, which notice shall be given to the Authority Pioneer and each Voting Member. Withdrawal of a Voting Member shall require an affirmative vote of its governing board.

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

Continuing Liability; Further Assurances. A Voting Member that withdraws its participation in the CCA Program may be subject to certain continuing liabilities, as described in Section 15B. The withdrawing Voting Member and the Authority Pioneer shall execute and deliver all further instruments and documents, and take any further action that may be reasonably 13 necessary, as determined by the Board, to effectuate the orderly withdrawal of such Voting Member from participation in the CCA Program.

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

Section 15. Termination
A. Involuntary Termination of a Member. Participation of a Member in the CCA program may be terminated for material non-compliance with provisions of this Agreement or any other agreement relating to the Member's participation in the CCA Program upon a vote of Board Members as provided in Section 8A. Prior to any vote to terminate participation with respect to a Member, written notice of the proposed termination and the reason(s) for such termination shall be delivered to the Member whose termination is proposed at least 30 days prior to the regular Board meeting at which such matter shall first be discussed as an agenda item. The written notice of proposed termination shall specify the particular provisions of this Agreement or other agreement that the Member has allegedly violated. The Member subject to possible termination shall have the opportunity at the next regular Board meeting to respond to any reasons and allegations that may be cited as a basis for termination prior to a vote regarding termination. A Member that has had its participation in the CCA Program terminated may be subject to certain continuing liabilities, as described in Section 15B.

B. Continuing Liability; Refund. Upon a withdrawal or involuntary termination of a Member, the Member shall remain responsible for any claims, demands, damages, or liabilities arising from the Member's membership or participation in the CCA Program through the date of its withdrawal or involuntary termination, it being agreed that the Member shall not be responsible for any liabilities arising after the date of the Member's withdrawal or involuntary termination. Claims, demands, damages, or liabilities for which a withdrawing or terminated Member may remain liable include, but are not limited to, losses from the resale of power contracted for by the Authority Pioneer to serve the Member's load. With respect to such liability, upon notice by an Member that it wishes to withdraw from the program, the /\uthorityPioneer shall notify the Member of the minimum waiting period under which the Member would have no costs for withdrawal if the Member agrees to stay in the CCA Program for such period. The waiting period will be set to the minimum duration such that there are no costs transferred to remaining ratepayers. If the Member elects to withdraw before the end of the minimum waiting period, the charge for exiting shall be set at a dollar amount that would offset actual costs to the remaining ratepayers, and may not include punitive charges that exceed actual costs. In addition, such Member also shall be responsible for any costs or obligations associated with the Member's participation in any program in accordance 383338.1 14
with the provisions of any agreements relating to such program provided such costs or obligations were incurred prior to the withdrawal of the Member. The AuthorityPioneer may withhold funds otherwise owing to the Member or may require the Member to deposit sufficient funds with the AuthorityPioneer, as reasonably determined by the /\uthorityPioneer and approved by a vote of the Board, to cover the Member's liability for the costs described above. Any amount of the Member's funds held on deposit with the Authority Pioneer above amounts not required to pay any liabilities or obligations shall be returned to the Member. The liability of any Member under this section 15B is subject and subordinate to the provisions of Section 12, and nothing in this section 15B shall reduce, impair, or eliminate any immunity from liability provided by Section 12.

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

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

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

Section 16. Associate Members
A. With the approval of the Board, any qualified public agency ( as defined by Section 6500 of the JPA law) may become a non-voting Associate Member 383338.1 15
of this Agreement for purposes of participating in the CCA Program. A public agency requesting such membership may apply by presenting to the Authority Pioneer a resolution of the public agency approving of this form of participation.

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

Section 18. Disposition of Assets; Property and Money
Upon termination of this Agreement under Section +4Ll_, all costs, expenses, and charges legally incurred by the AuthorityPioneer shall be paid and discharged; and the Authority Pioneer shall sell such property as may be necessary and shall distribute to the federal or State government such property and funds as are lawfully required; the balance of such property and any surplus money on hand shall be distributed or returned in proportion to contributions made by the affected Members except to the extent otherwise agreed upon by the affected Members.

Section 19. Amendments
This Agreement may H:etonly be amended except by a written amendment approved by a vote of Board members Members as provided in Section 8. The Authority Pioneer shall provide written notice to all Members of amendments to this Agreement. including the effective date of such amendment:., at least 30 days prior to the date upon which the -Bea-F€l votes on such amendments. Anyproposed amendment required to add a new Voting Member shall only be executed by the Voting Members. Anyis being considered bv the Board. lf the proposed amendment required is adopted by the Board, Pioneer shall provide prompt written notice to addall Members of the effective date of such amendment along with a ne1,1t· Associate Member shall only be executed by the new Associate Member and the Authoritycopv of the amendment.
383338.1 16
Section 20. Severability
Should any part, term or provision of this Agreement be decided by a court of competent jurisdiction to be illegal or in conflict with any law of the State of California, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining portions of provisions shall not be affected thereby.

Section 21. Entire Agreement
This Agreement contains the entire agreement between the Members and supersedes all prior understanding between them with respect to the subject matter of this Agreement.

WITNESS THE AGREEMENT HEREOF the date set opposite our respective entities:
383338.1 17
Exhibit A
Voting Members and Associate Members
Section A.1 Voting Members
City of Auburn
City of Colfax
Citv of Grass Valley
City of Lincoln
City of Nevada Citv
City of Placerville
Citv of Rocklin
County of El Dorado
Countv of Placer
Town of Loomis
Section A.2 Associate Members
City of Folsom
383338.l
County of Sacramento
Town of Truckee
18 390159.1 Page 1 of 2
Staff Report – Item 5
To: The Governing Board
From: Donald Eckert Jr., Chief Executive Officer
Item 5: Adopt Resolution Approving Amendment No. 7 to the Amended and Restated Joint Exercise of Powers Agreement for Pioneer Community Energy Expanding Pioneer Community Energy’s Joint Powers Authority Membership
Date: 2/27/2025

RECOMMENDATION
Adopt Resolution Approving Amendment No. 7 to the Amended and Restated Joint Exercise of Powers Agreement (“JPA”) for Pioneer Community Energy (“Pioneer”) Expanding Pioneer’s Joint Powers Authority Membership.

EXPANSION COMMITTEE RECOMMENDATION
At the September 10, 2024, Expansion Committee meeting, the Committee received a presentation from Pacific Energy Advisors (“PEA”), an independent third-party consultant, who conducted the Impact Assessment Study (“IAS”). The study shows positive results with a recommended launch date of October 2027.

At the December 11, 2024, Expansion Committee meeting, the Committee received updates from staff on the availability of power supply resources to serve the expansion and confirmation the potential new members agreed to the recommended launch date. The Expansion Committee recommended to the Board to move forward with expansion.

BACKGROUND
Over the Spring and Summer of 2024, Pioneer staff discussed membership with several communities. All potential new members were like-minded with Pioneer’s Board of Directors and aligned with Pioneer’s Mission.

The thirteen potential new members includes the Cities of Chico, Live Oak, Orland, Oroville, Sonora, Willows, and Yuba City, the Town of Paradise, and Unincorporated Counties of Butte, Glenn, Nevada, Sutter, and Tuolumne
At the September 19, 2024, Governing Board meeting, the Board received a presentation from PEA on the results of the IAS. The IAS showed under current rates, the optimal time to launch expansion is October 2027 to avoid any ratepayer subsidization or applying different rates to the new members. What the IAS cannot answer is the availability of power supply resources to serve the expansion. Subsequently, staff issued a Request for Offer (“RFO”) to test the market.

At the December 19, 2024, Governing Board meeting, the Board received confirmation from staff there are sufficient resources to serve the expansion based on the results of the RFO, The Board directed staff to begin the administrative process of expansion and issue a 30-day notice to existing members of intent to amend the JPA to allow for new voting members.

ANALYSIS & DISCUSSION
There are several administrative steps to follow in order to expand Pioneer’s service territory.

California Public Utilities Commission (“CPUC”) - In compliance with Public Utilities Code (“PUC”) section 366(c)(3), an Addendum to Pioneer’s Implementation Plan and Statement of Intent must be approved by the Plf)NEER

COMMUNITY ENERGY
Agenda Item: X Agenda Date: 2/27/2025
390159.1 Page 2 of 2
Pioneer Board and filed with the CPUC. The purpose of the Addendum to the Implementation Plan and Statement of Intent is to demonstrate to the CPUC that Pioneer is committed to be in compliance with all energy procurement requirements to serve the expansion and show the financial impact to Pioneer. The Board will consider approving the Addendum to the Implementation Plan and Statement of Intent at the February 27, 2025, Board meeting. Once approved, staff will submit the Addendum to the Implementation Plan and Statement of Intent accompanied by appropriate ordinances from the potential new members and the CPUC has ninety (90) days to either certify the plan or reject it.

Pioneer JPA – Pioneer’s JPA outlines the steps including:
• Section 10A and 10B – References the requirement for the potential new member to adopt a resolution and ordinance to specify their intention to implement a Community Choice Aggregation Program and become a Member of Pioneer. As of the date of this report, all potential new members will have complied.
• Section 19 – Requires Pioneer to issue a 30-day notice to all Members of the intent to amend the JPA.

The notice was sent in early January 2025 and no questions or concerns have been raised regarding this amendment.
• Section 8 – Requires a two-thirds vote of the Pioneer Board to adopt the amendment.

When does the New Member Join the Pioneer Board?
In prior expansions, once the CPUC approves the Addendum to the Implementation Plan and Statement of Intent, the New Member is eligible to join the Board. Due to the lead time between expected approval from the CPUC and launch date of service, staff will discuss with Pioneer’s Governance Committee as an initial step to develop a recommendation to the Board on best timing for the new members to join the Board.

As a reminder, the reason for early filing with the CPUC is to secure the power procurement resources well ahead of launch date as it is still a challenging power supply market with supply beginning to catch up to demand.

California Environmental Quality Act (“CEQA”) Requirements There are no CEQA implications associated with the recommended action.

STRATEGIC PLAN
The recommendation supports the goal to Be Fiscally Strong and Resilient.

FISCAL IMPACT
The IAS shows a positive fiscal impact from expansion contingent on a launch date of October 2027.

ATTACHMENTS

1. Resolution Approving Amendment No. 7 to the Amended and Restated Joint Exercise of Powers Agreement (“JPA”) for Pioneer Community Energy (“Pioneer”) Expanding Pioneer’s Membership. 5 390162.1
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 February 27, 2025, by the following vote on roll call:

Ayes:

Noes:

Absent:

Signed and approved by me after its passage.
______________________________
Chair of the Governing Board
Attest:
_______________________
Secretary
WHEREAS, the Sierra Valley Energy Authority was established on September 9, 2015, between the County of Placer and the City of Colfax; and WHEREAS, the Sierra Valley Energy Authority was originally created for the purpose of providing a financing conduit and program expansion platform for the mPOWER Program; and WHEREAS, counties and cities have the power under California law to aggregate electric load, to purchase and supply electricity for themselves and customers within their jurisdictions, by providing a Community Choice Aggregation Program, pursuant to Public Utilities Code Sections 331.1 and 366.2; and
WHEREAS, the Amended and Restated Joint Exercise of Powers Agreement for the Sierra Valley Energy Authority (the “Amended and Restated JPA”) became effective on February 22, 2017; and
WHEREAS, the Amended and Restated JPA allowed for the establishment of a Community Choice Aggregation Program within the jurisdiction of the Voting Members and authorized the Cities of Auburn, Lincoln, Rocklin, and the Town of Loomis to become Voting Members; and WHEREAS, on July 17, 2017, the Governing Board of the Sierra Valley Energy Authority took action to rename and brand Sierra Valley Energy Authority as Pioneer Community Energy (“Pioneer”); and
In the matter of: RESOLUTION APPROVING
AMENDMENT NO. 7 TO THE AMENDED AND

RESTATED JOINT EXERCISE OF POWERS

AGREEMENT FOR PIONEER COMMUNITY

ENERGY EXPANDING PIONEER COMMUNITY
ENERGY’S JOINT POWERS AUTHORITY

MEMBERSHIP
2 390162.1
WHEREAS, the current members of Pioneer include the Cities of Auburn, Colfax, Grass Valley, Lincoln, Nevada City, Placerville, and Rocklin, the Town of Loomis, and unincorporated Placer and El Dorado Counties; and
WHEREAS, prior to providing service pursuant to an expansion, Public Utilities Code Section 366.2 requires that Pioneer prepare and adopt a Revised Implementation Plan to be filed with the California Public Utilities Commission; and
WHEREAS, the Cities of Chico, Live Oak, Orland, Oroville, Sonora, Willows, and Yuba City, the Town of Paradise, and Unincorporated Counties of Butte, Glenn, Nevada, Sutter, and Tuolumne expressed a desire to join Pioneer for the purpose of participating in Pioneer’s Community Choice Aggregation Program (“CCA Program”) and
WHEREAS, the Cities of Chico, Live Oak, Orland, Oroville, Sonora, Willows, and Yuba City, the Town of Paradise, and Unincorporated Counties of Butte, Glenn, Nevada, Sutter, and Tuolumne took appropriate steps toward offering CCA service within their respective communities, adopting requisite resolutions and ordinances at duly noticed meetings of the agencies’ governing bodies; and
WHEREAS, an impact assessment study was performed to analyze the feasibility of expanding Pioneer’s CCA Program service territory to include these prospective members, the results of which showed such an expansion to be beneficial to both existing Pioneer ratepayers, and potential ratepayers in the Cities of Chico, Live Oak, Orland, Oroville, Sonora, Willows, and Yuba City, the Town of Paradise, and Unincorporated Counties of Butte, Glenn, Nevada, Sutter, and Tuolumne; and
WHEREAS, the City Councils of the Cities of Chico, Live Oak, Orland, Oroville, Sonora, Willows, and Yuba City, the Town Council of the Town of Paradise, and the Board of Supervisors of Unincorporated Counties of Butte, Glenn, Nevada, Sutter, and Tuolumne, have adopted respective resolutions approved the Amended and Restated JPA; and WHEREAS, pursuant to section 8 of the Amended and Restated JPA, an amendment requires an affirmative vote of at least two-thirds of the Pioneer Board Members; and WHEREAS, Pioneer provided written notice to each Member 30 days prior to the date the Pioneer Board intended to vote on an amendment to the Amended and Restated JPA as required by section 19 of the Amended and Restated JPA; and WHEREAS, to these ends, the Pioneer Board desires to approved Amendment No. 7 to the Amended and Restated JPA to provide for the Cities of Chico, Live Oak, Orland, Oroville, Sonora, Willows, and Yuba City, the Town of Paradise, and Unincorporated Counties of Butte, Glenn, Nevada, Sutter, and Tuolumne to become Voting Members under the Amended and Restated JPA for Pioneer Community Energy conditioned on an effective upon receipt of certification of Addendum No. 3 to the Implementation Plan and Statement of Intent from the California Public Utilities Commission; and
WHEREAS, representatives of the New Members will assume their seat as a Voting Member of the Pioneer Community Energy Board of Directors in compliance with Pioneer’s JPA, Bylaws, and other applicable policies and rules.

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.
3 390162.1

2. This Amendment No. 7 to the Amended and Restated Joint Exercise of Powers Agreement for Pioneer Community Energy provides for admission of the Cities of Chico, Live Oak, Orland, Oroville, Sonora, Willows, and Yuba City, the Town of Paradise, and Unincorporated Counties of Butte, Glenn, Nevada, Sutter, and Tuolumne as Voting Members.

3. The Pioneer Community Energy Board of Directors hereby approves Amendment No. 7 to the Amended and Restated Joint Exercise of Powers Agreement for Pioneer Community Energy under the Joint Exercise of Powers Law, which amends Exhibit A to the Amended and Restated Joint Exercise of Powers Agreement in the form attached hereto as Exhibit A.

4. Pioneer Staff is hereby authorized to file Amendment No. 7 to the Amended and Restated Joint Powers Agreement for Pioneer Community Energy with the Secretary of State, LAFCos with jurisdiction over Pioneer’s service territory, and to take all other necessary steps to implement Amendment No. 7.

5. This Resolution shall take effect immediately upon certification of Addendum No. 3 to the Implementation Plan and Statement of Intent.

Exhibit A: Exhibit A of the Amended and Restated JPA listing of Voting Members and Associate Members
390170.1
AMENDMENT NO. 7 TO THE AMENDED AND RESTATED JOINT EXERCISE OF

POWERS AGREEMENT FOR PIONEER COMMUNITY ENERGY
Exhibit A to the Agreement listing Voting and Associate Members of Pioneer Community Energy is hereby amended to reflect the current membership as follows:

Exhibit A
Voting Members and Associate Members
Section A.1 Voting Members
City of Auburn
City of Chico
City of Colfax
City of Grass Valley
City of Lincoln
City of Live Oak
City of Nevada City
City of Orland
City of Oroville
City of Placerville
City of Rocklin
City of Sonora
City of Willows
City of Yuba City
County of Butte
County of El Dorado
County of Glenn
County of Nevada
390170.1
County of Placer
County of Sutter
County of Tuolumne
Town of Loomis
Town of Paradise
Section A.2 Associate Members
City of Folsom
County of Sacramento
Town of Truckee
390048.1 Page 1 of 2
Staff Report – Item 6
To: The Governing Board
From: Donald Eckert Jr., Chief Executive Officer
Item 6: Adopt Resolution Approving Addendum No. 3 to the Implementation Plan and Statement of Intent
Date: 2/27/2025

RECOMMENDATION
Adopt Resolution approving Addendum No. 3 to the Pioneer Community Energy’s (“Pioneer”) Community Choice Aggregation Implementation Plan and Statement of Intent to address Pioneer’s proposed expansion into the Cities of Chico, Live Oak, Orland, Oroville, Sonora, Yuba City, and Willows, the Town of Paradise and unincorporated Counties of Butte, Glenn, Nevada, Sutter, and Tuolumne, and authorizing the Chief Executive Officer to submit Addendum No. 3 to the California Public Utilities Commission (“CPUC”).

BACKGROUND
At the December 17, 2020, Governing Board meeting, the Board approved Addendum No. 1 to Pioneer’s Implementation Plan and Statement of Intent. Pioneer submitted Addendum No. 1 to the CPUC which subsequently approved allowing the City of Placerville and unincorporated El Dorado County to join Pioneer.

At the November 17, 2022, Governing Board meeting, the Board approved Addendum No. 2 to Pioneer’s Implementation Plan and Statement of Intent, which as submitted to the CPUC and subsequently approved to allow the Cities of Grass Valley and Nevada City to join Pioneer.

CPUC Resolution E-4907 requires a Community Choice Aggregator (“CCA”) to file an Implementation Plan and Statement of Intent when launching and an Addendum to the Implementation Plan and Statement of Intent when applying for expansion.

ANALYSIS & DISCUSSION
Addendum No. 3 reflects the anticipated changes and consequences associated with the addition of the new members including:
• Phase-In of service (if required);
• Customer energy requirements;
• Peak demand;
• Renewable energy purchases; and
• Financial impacts.

The format and general content of the Addendum to the Implementation Plan and Statement of Intent has been successfully utilized by Pioneer and other CCA’s during similar expansion efforts and addresses all requirements identified in Public Utilities Code section 366.2(c)(4) including:
• Universal access;
• Reliability;
• Equitable treatment of classes of customers; and
• Any requirements established by state law or the CPUC.

Pioneer’s Implementation Plan and Statement of Intent and all Addendums have been compiled by Pacific Energy Advisors which is an independent consultant and well respected in the CCA industry.

Plf)NEER

COMMUNITY ENERGY
Agenda Item: X Agenda Date: 2/27/2025
390048.1 Page 2 of 2
The CPUC has ninety (90) days to complete its review and certify the Addendum No. 3 to the Implementation Plan and Statement of Intent.

STRATEGIC PLAN
The recommendation supports the goal to Be Fiscally Strong and Resilient.

FISCAL IMPACT
Addendum No. 3 to the Implementation Plan and Statement of Intent results in a positive financial impact with a projected launch of October 2027.

ATTACHMENTS

1. Resolution Adopting Addendum No. 3 to the Community Choice Aggregation Implementation Plan and Statement of Intent and Authorizing the Chief Executive Officer to Submit Addendum No. 3 to the California Public Utilities Commission.
6 390049.1
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 February 27, 2025, by the following vote on roll call:

Ayes:

Noes:

Absent:

Signed and approved by me after its passage.
______________________________
Chair of the Governing Board
Attest:
_______________________
Secretary
WHEREAS, Pioneer Community Energy (“Pioneer”) is a California Joint Powers Authority established for the purpose of studying, promoting, developing, conducting, operating, and managing energy and energy-related climate change programs including but not limited to implementing a community choice aggregation program under Public Utilities Code Section 366.2; and
WHEREAS, the Governing Board approved Addendum No. 1 to the Community Choice Aggregation Implementation Plan and Statement of Intent to allow the City of Placerville and unincorporated El Dorado County to join Pioneer; and
WHEREAS, the Governing Board approved Addendum No. 2 to the Community Choice Aggregation Implementation Plan and Statement of Intent to allow the Cities of Grass Valley and Nevada City to join Pioneer; and
WHEREAS, the current members of Pioneer include the Cities of Auburn, Colfax, Grass Valley, Lincoln, Nevada City, Placerville, and Rocklin, the Town of Loomis, and unincorporated Placer and El Dorado Counties; and
WHEREAS, before providing service pursuant to an expansion, Public Utilities Code Section 366.2 requires Pioneer prepare and adopt a Revised Implementation Plan to be filed with the California Public Utilities Commission; and
In the matter of: RESOLUTION APPROVING
PIONEER COMMUNITY ENERGY’S ADDENDUM
NO. 3 TO THE COMMUNITY CHOICE

AGGREGATION IMPLEMENTATION PLAN AND

STATEMENT OF INTENT AND AUTHORIZING THE

CHIEF EXECUTIVE OFFICER TO SUBMIT
ADDENDUM NO. 3 TO THE CALIFORNIA PUBLIC

UTILITIES COMMISSION
Resolution 2025-__
February 27, 2025
2 390049.1
WHEREAS, the Governing Board has approved Amendment No. 7 to the Amended and Restated Joint Powers Agreement for Pioneer providing for the Cities of Chico, Live Oak, Orland, Oroville, Sonora, Yuba City, and Willows, the Town of Paradise, and unincorporated Counties of Butte, Glenn, Nevada, Sutter, and Tuolumne to become members of Pioneer; and WHERAS, the Governing Board desires to provide services to the Cities of Chico, Live Oak, Orland, Oroville, Sonora, Yuba City, and Willows, the Town of Paradise, and unincorporated Counties of Butte, Glenn, Nevada, Sutter, and Tuolumne beginning in October 2027.

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 Pioneer Community Energy’s Addendum No. 3 to the Community Choice Aggregation Implementation Plan and Statement of Intent and authorizes the Chief Executive Officer to submit Addendum No. 3 to the California Public Utilities Commission for certification.

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

Exhibit A: Pioneer Community Energy’s Addendum No. 3 to the Community Choice Aggregation Implementation Plan and Statement of Intent addressing expansion to the cities of Chico, Live Oak, Orland, Oroville, Sonora, Yuba City, and Willows, the town of Paradise, and unincorporated counties of Butte, Glenn, Nevada, Sutter, and Tuolumne

PIONEER COMMUNITY ENERGY
ADDENDUM NO. 3 TO THE COMMUNITY

CHOICE AGGREGATION

IMPLEMENTATION PLAN AND

STATEMENT OF INTENT

ADDRESSING PIONEER EXPANSION TO CITI

THE COUNTIES OF BUTTE, GLENN, NEVADA,

SUTTER, AND TUOLUMNE, THE CITIES OF

CHICO, LIVE OAK, ORLAND, OROVILLE,

SONORA, WILLOWS, AND YUBA CITY, AND

THE TOWN OF PARADISE
March xx, 2025
For copies of this document contact Pioneer Community Energy in Rocklin, California or visit www.Pioneercommunityenergy.ca.gov
Pl~, NEEA

COMMUNITY ENERGY
i March 2025 – Addendum No. 3
Table of Contents
CHAPTER 1 – Introduction..................................................................................................................................... 2 CHAPTER 2 – Changes to Address Pioneer Expansion to the New Member Communities ........................ 4 Aggregation Process............................................................................................................................................. 6 Program Enrollment............................................................................................................................................. 6 Sales Forecast......................................................................................................................................................... 7 Financial Plan ...................................................................................................................................................... 10 Expansion Addendum Appendices ................................................................................................................. 11 2 March 2025 – Addendum No. 3
CHAPTER 1 – INTRODUCTION
The purpose of this document is to make certain revisions to the Pioneer Community Energy Implementation Plan and Statement of Intent to address the expansion of Pioneer Community Energy (“Pioneer”) to the counties of Butte, Glenn, Nevada, Sutter, and Tuolumne, the cities of Chico, Live Oak, Orland, Oroville, Sonora, Willows, and Yuba City, and the Town of Paradise (“New Member Communities”). Pioneer, formerly Sierra Valley Energy Authority, is a public agency that was formed on September 9, 2015 for purposes of implementing a community choice aggregation (“CCA”) program serving its member communities. At that time, Pioneer’s membership was comprised of six municipalities, including the cities of Auburn, Colfax, Lincoln, and Rocklin, the Town of Loomis and Placer County (together the “Members” or “Member Agencies”). In anticipation of CCA program implementation and in compliance with state law, Pioneer submitted the Pioneer Community Energy Implementation Plan and Statement of Intent (“Implementation Plan”) to the California Public Utilities Commission (“CPUC” or “Commission”) on July 31, 2017. The Implementation Plan was subsequently certified by the Commission on October 31, 2017. Pioneer subsequently launched the Pioneer Community Energy CCA program (“Pioneer” or “Program”) on February 1, 2018 and has been successfully serving customers since that time.

Pioneer’s Board approved the membership requests of El Dorado County and the City of Placerville on December 17, 2020 via Resolution No. 2020-25. Pioneer’s Board also approved the related Addendum No. 1 to Pioneer’s Community Choice Aggregation Implementation Plan and Statement of Intent (“Addendum No. 1”), addressing service delivery within El Dorado County and the City of Placerville. Addendum No. 1 was submitted to the Commission on December 23, 2020; Addendum No. 1 was certified by the Commission thereafter on March 8, 2021.

Afterthe successful service expansion into El Dorado County and the City of Placerville, Pioneer’s Board approved the membership request of the cities of Grass Valley and Nevada City on November 17, 2022, via Resolution No. 2022-22. Pioneer’s Board also approved the related Addendum No. 2 to Pioneer’s Community Choice Aggregation Implementation Plan and Statement of Intent (“Addendum No. 2”), addressing service delivery within the cities of Grass Valley and Nevada City. Addendum No. 2 was submitted to the Commission on December 16, 2022; Addendum No. 2 was certified by the Commission thereafter on February 27, 2023.

More recently, Pioneer’s Board approved the membership request of the counties of Butte, Glenn, Nevada, Sutter, and Tuolumne, the cities of Chico, Live Oak, Orland, Oroville, , Sonora, Willows, and Yuba City, and the Town of Paradise on February 27, 2025 via Resolution No. 2025-xx (attached hereto as Appendix A). These additions to the membership of Pioneer require certain changes that are addressed within this Addendum No. 3 to Pioneer’s Community Choice Aggregation Implementation Plan and Statement of Intent (“Addendum No. 3”).

The Pioneer program currently provides electric generation service to approximately 165,000 customers, including a cross section of residential and commercial accounts located within communities of the participating Members. During its operating history, other California 3 March 2025 – Addendum No. 3
municipalities have monitored Pioneer’s progress and operational success, evaluating the potential opportunity for membership, which would enable customer choice with respect to electric generation service. Pioneer’s Board has been willing to consider organizational growth through selective membership addition(s) to the extent that such growth is expected to benefit Pioneer’s existing customer base as well as prospective customers of any new member community(ies). When membership inquiries have been received, Pioneer’s leadership has considered several key criteria before advancing activities focused on organizational expansion, including the filing of related revisions/addenda to this Implementation Plan. In particular, any prospective member community must have likeminded and compatible leadership relative to Pioneer’s existing Member Agencies, the quantitative assessment of any prospective member must demonstrate expected financial benefits to Pioneer’s existing customer base (based on prevailing market prices for requisite energy products at the time of each analysis), and the operational goals of any prospective member must align with Pioneer’s foundational principles (including the retention of local control related to energy matters, the ability to offer stable and competitive electric generation rates, and the prospective pursuit of energy-related investments within participating communities). As Pioneer receives new membership requests, Pioneer will evaluate and present, at duly noticed public meetings, the results of such membership expansion assessments to ensure that affected constituents are well informed regarding the potential benefits and consequences of expanding Pioneer’s organization and offering CCA service to additional customers. This process was recently observed during the membership assessments of the New Member Communities. In each case, Pioneer staff completed multiple presentations to the prospective member communities and similarly discussed prospective expansion at duly noticed public meetings of its Governing Board. To the extent that membership evaluations demonstrate favorable results, as defined by Pioneer’s Governing Board, and a prospective member community is added to Pioneer’s organization, this Implementation Plan will be revised through a related addendum, which shall highlight key impacts and consequences that are expected to result from the addition of such new community/communities.

In response to public interest and Pioneer’s successful operational track record, the New Member Communities have requested membership in Pioneer Community Energy, and each municipality subsequently adopted the requisite CCA ordinance, enabling the provision of CCA service within each community. Such ordinances, as respectively adopted by the New Member Communities, are attached hereto as Appendices C through O. As previously noted, Pioneer’s Governing Board approved such membership requests at a duly noticed public meeting on February 27, 2025 through the adoption of Resolution No. 2025-xx.

This Addendum No. 3 describes Pioneer’s expansion plans related to the inclusion of the New Member Communities amongst the Member Agencies. Pioneer intends to enroll eligible customers within the New Member Communities in its CCA Program during or after the month of October 2027, subject to a forthcoming decision by Pioneer’s Governing Board and consistent with related requirements reflected in Commission Resolution E-4907, which specifies relevant timing considerations for Implementation Plan filing and subsequent CCA service commencement. According to the Commission, the Energy Division is required to receive and -
4 March 2025 – Addendum No. 3
review a revised Pioneer Implementation Plan reflecting pertinent changes and consequences associated with the addition of new Member Agencies. With this in mind, Pioneer has reviewed its Implementation Plan, which was filed with the Commission on July 31, 2017, as well as previously filed and certified Addendums, and has identified certain information that requires updating to reflect the expected impacts associated with organizational expansion to the New Member Communities. It is also appropriate to update other information at this time, incorporating the most recent available historical electric energy use within Pioneer’s existing service territory, market-based information, and other recent operational results. This Addendum No. 3 reflects such changes. This document format, including references to Pioneer’s Implementation Plan (filed with the Commission on July 31, 2017 and certified by the Commission in October 31, 2017), addresses all requirements identified in Public Utilities Code Section 366.2(c)(4), including universal access, reliability, equitable treatment of all customer classes and any requirements established by state law or by the CPUC concerning aggregated service, while streamlining public review of pertinent changes related to Pioneer’s anticipated expansion. The original Implementation Plan and Addendums are attached hereto as Appendices P through R.

CHAPTER 2 – CHANGES TO ADDRESS PIONEER EXPANSION TO THE NEW MEMBER

COMMUNITIES
As previously noted, this Addendum No. 3 addresses the anticipated impacts of Pioneer’s planned expansion to the New Member Communities, as well as other forecast modifications reflecting recent historical electric energy use within Pioneer’s existing service territory. As a result of these member additions, certain assumptions regarding Pioneer’s future operations have changed, including customer energy requirements, peak demand, expected renewable energy purchases, revenues, expenses, and various other items. The following section highlights pertinent changes related to this planned expansion. To the extent that certain details related to membership expansion are not specifically discussed within this Addendum No. 3, Pioneer represents that such information shall remain unchanged relative to its previously certified Implementation Plan
With regard to the defined terms Members and Member Agencies, the following Communities are now signatories to the Pioneer Joint Powers Agreement and represent Pioneer’s current membership:
-
5 March 2025 – Addendum No. 3
Member Agencies
City of Auburn City of Orland
County of Butte City of Oroville
City of Chico Town of Paradise
City of Colfax County of Placer
County of El Dorado City of Placerville
County of Glenn City of Rocklin
City of Grass Valley City of Sonora
City of Lincoln County of Sutter
City of Live Oak County of Tuolumne
Town of Loomis City of Willows
County of Nevada City of Yuba City
City of Nevada City
Throughout this document, use of the terms Members and Member Agencies refer to the aforementioned Communities. To the extent that the discussion herein addresses the process of aggregation and Pioneer organization, each of these communities is now a Pioneer Member and the electric customers of such jurisdictions have been or will be offered CCA service consistent with the phase-in schedule described below.
6 March 2025 – Addendum No. 3
Aggregation Process
The following verbiage shall replace the first paragraph in the second sub-section, “Process of Aggregation”, of Chapter 2:

Pioneer successfully launched its CCA Program on February 1, 2018, after meeting applicable statutory requirements and in consideration of planning elements described in its Implementation Plan. At this point in time, Pioneer plans to expand agency membership to include the New Member Communities, which have requested to be Pioneer members. Such requests were subsequently approved by Pioneer’s Governing Board at a duly noticed public meeting on February 27, 2025. Before a new customer is enrolled in the CCA Program, such customer will receive two written notices in the mail from Pioneer that will provide information needed to understand the CCA Program’s terms and conditions of service and explain how customers can opt-out of the CCA Program, if desired. All customers that do not follow the opt-out process specified in the customer notices will be automatically enrolled, and service will begin at their next regularly scheduled meter read date, no later than thirty days following the date of automatic enrollment, subject to the CCA Program enrollment plan described in Chapter 5. Initial enrollment notices will be provided to subsequent customers consistent with statutory requirements and based on schedule(s) determined by Pioneer. These notices will be sent to customers twice within 60 days of automatic enrollment.

Program Enrollment
Program phase-in was discussed in Chapter 5 of Pioneer’s Implementation Plan. Chapter 5 is replaced in its entirety with the following verbiage:

Pioneer will continue to phase-in customers of its CCA Program as communicated in this Implementation Plan. To date, four phases have been successfully implemented with a fifth phase expected to commence in October 2027, including service commencement to customers located within the New Member Communities, as reflected in the following table. 7 March 2025 – Addendum No. 3
Pioneer Phase
No.

Status & Description of Phase Implementation
Date
Phase 1:
78,000 Accounts
Complete: Residential, commercial, agricultural, and
street lighting accounts within the Cities of Auburn,
Colfax, Lincoln, Rocklin, the Town of Loomis, and the
Unincorporated areas of Placer County
February 2018
Phase 2:
14,000 Accounts
Complete: Additional net energy metered accounts
enrolled bimonthly in accordance with annual NEM
true-up periods, within Pioneer’s original Member
Agencies
July 2018 -
July 2019
Phase 3:
68,000 Accounts
Complete: Residential, commercial, agricultural, and
street lighting accounts within El Dorado County and
the City of Placerville
January 2022-
November 2022
Phase 4:
10,000 Accounts
Complete: Residential, commercial, agricultural, and
street lighting accounts within the cites of Grass
Valley and Nevada City
January 2024
Phase 5:
223,000 Accounts
Pending Implementation Plan Certification:

Residential, commercial, agricultural, and street
lighting accounts within the New Member
Communities
October 2027-
September 2028
*Net Energy Metered (NEM) accounts within the New Member Communities will be enrolled over the course of a 12- month period that is expected to commence during the month of October 2027. Such NEM enrollments will be sequenced to promote alignment with each prospective NEM customer’s typical annual true-up date, minimizing the potential for unexpected bills/charges at the time of transition to Pioneer service. Enrollment of all other customers (non-NEM accounts) is expected during the month of October 2027.

Following completion of Phase 5 customer enrollments, Pioneer expects to serve a customer base approximating 388,000 accounts. Pioneer’s Governing Board may evaluate other phase-in options based on future market conditions, statutory requirements, and regulatory considerations as well as other factors potentially affecting the integration of additional customer accounts. To the extent that additional customers require enrollment after the completion of Phase 5, Pioneer will evaluate subsequent phase-in options after such remaining customers have been identified.

Sales Forecast
With regard to Pioneer’s sales forecast, which is addressed in Chapter 6, Load Forecast & Resource Plan, Pioneer assumes that total annual retail sales will increase to approximately 3,890 GWh following the completion of Phase 5 expansion. The following tables reflect the impacts of planned expansion related to Pioneer’s new Member Agencies, which include the recent additions of the New Member Communities and replace all previous load forecast and resource planning tables within Chapter 6.
8 March 2025 – Addendum No. 3
Chapter 6, Resource Plan Overview
Chapter 6, Customer Forecast

Chapter 6, Sales Forecast

2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 Pioneer Demand (GWh)
Retail Demand -927 -1,089 -1,135 -1,097 -1,636 -1,599 -1,736 -1,755 -1,806 -2,326 -3,958 -4,044 -4,127 Distributed Generation 0 0 0 0 0 0 0 0 5 9 20 24 24
Energy Efficiency 0 0 0 0 0 0 0 0 9 12 20 20 20
Losses and UFE -56 -65 -68 -66 -98 -96 -104 -105 -108 -138 -235 -240 -245 Total Demand -982 -1,154 -1,203 -1,163 -1,734 -1,695 -1,840 -1,860 -1,900 -2,444 -4,153 -4,239 -4,327 Pioneer Supply (GWh)
Renewable Resources
Generation 0 0 0 0 0 0 0 0 0 0 0 0 0
Power Purchase Contracts 269 338 375 392 628 657 760 816 882 1,197 2,139 2,292 2,449 Total Renewable Resources 269 338 375 392 628 657 760 816 882 1,197 2,139 2,292 2,449 Conventional Resources
Generation 0 0 0 0 0 0 0 0 0 0 0 0 0
Power Purchase Contracts 714 817 829 771 1,106 1,038 1,080 1,044 1,018 1,247 2,014 1,948 1,878 Total Conventional Resources 714 817 829 771 1,106 1,038 1,080 1,044 1,018 1,247 2,014 1,948 1,878 Total Supply 982 1,154 1,203 1,163 1,734 1,695 1,840 1,860 1,900 2,444 4,153 4,239 4,327 Energy Open Position (GWh) 0 0 0 0 0 0 0 0 0 0 0 0 0
Pioneer Community Energy
Proposed Resource Plan
(GWH)
2018 to 2030
2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 Pioneer Customers
Residential 74,845 80,349 81,237 81,643 136,301 135,433 143,830 146,807 149,846 333,207 340,104 347,144 354,330 Commercial & Industrial 9,662 9,931 9,833 9,882 16,445 16,264 18,504 18,887 19,278 40,905 41,752 42,616 43,499 Street Lighting & Traffic 1,141 1,124 1,141 1,147 1,763 1,760 1,866 1,905 1,944 4,854 4,955 5,057 5,162 Ag & Pumping 443 460 489 491 586 590 597 609 622 5,006 5,110 5,216 5,324 Total 86,091 91,864 92,700 93,164 155,095 154,047 164,797 168,208 171,690 383,973 391,921 400,034 408,314 Pioneer Community Energy
Retail Service Accounts (End of Year)
2018 to 2030
2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 Pioneer Energy Requirements (GWh)
Retail Demand 927 1,089 1,135 1,097 1,636 1,599 1,736 1,755 1,806 2,326 3,958 4,044 4,127 Distributed Generation 0 0 0 0 0 0 0 0 -5 -9 -20 -24 -24 Energy Efficiency 0 0 0 0 0 0 0 0 -9 -12 -20 -20 -20
Losses and UFE 56 65 68 66 98 96 104 105 108 138 235 240 245 Total Load Requirement 982 1,154 1,203 1,163 1,734 1,695 1,840 1,860 1,900 2,444 4,153 4,239 4,327 Pioneer Community Energy
Energy Requirements
(GWH)
2018 to 2030
9 March 2025 – Addendum No. 3
Chapter 6, Capacity Requirements
Pioneer replaces the “Capacity Requirements” sub-section of Chapter 6 as follows:

The CPUC’s resource adequacy standards applicable to the CCA Program require a demonstration one year in advance that Pioneer has secured physical capacity for 90 percent of its projected peak loads for each of the five summer months, May through September, plus a minimum 17 percent reserve margin. On a month-ahead basis, Pioneer must demonstrate 100 percent of the peak load plus a minimum 17 percent reserve margin.

Pioneer is also required to demonstrate that a specified portion of its capacity meets certain operational flexibility requirements under the CPUC and CAISO’s flexible resource adequacy framework.

Pioneer’s plan ensures that sufficient reserves will be procured to meet its peak load at all times. Pioneer’s projected annual capacity requirements are shown in the following table:

Pioneer will coordinate with PG&E and appropriate state agencies to manage the transition of responsibility for resource adequacy from PG&E to Pioneer prior to CCA Program enrollment of new Members. Pioneer will make year-ahead and month-ahead resource adequacy showings for each month that Pioneer plans to serve load, and load migration issues would be addressed through the CPUC’s approved procedures. Pioneer will work with the California Energy Commission and CPUC prior to commencing service to customers to ensure it meets its system resource adequacy obligations through its agreement(s) with its chosen electric supplier(s).
2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 Demand (MW)
Total Retail Demand 260 249 260 301 505 456 430 439 448 457 982 1,002 1,023 Losses and UFE 2 15 16 18 30 27 26 26 27 27 59 60 61
Total Net Peak Demand 276 264 276 319 536 484 456 465 475 485 1,041 1,062 1,084 Reserve Requirement (%) 15% 15% 15% 15% 15% 16% 17% 17% 17% 17% 17% 17% 17% Capacity Reserve Requirement 41 40 41 48 80 77 78 79 81 82 177 181 184 Capacity Requirement Including Reserve 317 304 317 367 616 561 534 545 556 567 1,218 1,243 1,269 Pioneer Community Energy
Capacity Requirements
(MW)
2018 to 2030
10 March 2025 – Addendum No. 3
Chapter 6, Renewables Portfolio Standards Energy Requirements *Retail sales, net of distributed generation and energy efficiency impacts.

Financial Plan
With regard to Pioneer’s financial plan, which is addressed in Chapter 7, Financial Plan, Pioneer has updated its expected operating results, which now include projected impacts related to service expansion within the New Member Communities. The following table reflects updated operating projections in consideration of this planned expansion.

Chapter 7, CCA Program Operating Results
2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 Total Retail Sales (MWh)* 926,829 1,089,009 1,135,234 1,097,030 1,635,748 1,598,958 1,735,655 1,754,780 1,792,070 2,305,690 3,918,396 3,999,507 4,082,297 RPS Procurement Quantity Requirement (%) 29% 31% 33% 36% 38% 41% 44% 47% 49% 52% 55% 57% 60% 2,449,378
Pioneer Community Energy
Gross RPS Procurement Quantity Requirement
(MWh)
RPS Requirements
(MWH)
2018 to 2030
268,780 337,593 374,627 391,640 628,127 657,172 760,217 815,973 881,698 1,196,653 2,139,444 2,291,717 CATEGORY 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 I. REVENUES FROM OPERATIONS ($)
ELECTRIC SALES REVENUE 24,734 72,205 78,705 84,349 123,241 197,318 235,366 246,181 250,119 254,290 400,959 560,767 581,482 LESS UNCOLLECTIBLE ACCOUNTS 123 359 779 2,494 1,359 1,993 1,279 3,186 3,252 3,322 5,298 7,402 7,676 TOTAL REVENUES 24,611 71,846 77,926 81,855 121,883 199,311 234,086 242,995 246,867 250,968 395,662 553,365 573,806 II. COST OF OPERATIONS ($)
(A) ADMINISTRATIVE AND GENERAL (A&G) 3,048 4,367 4,976 5,604 7,217 8,231 11,510 18,523 20,689 22,812 22,271 31,055 31,824 (B) COST OF ENERGY 15,449 63,195 63,933 73,862 100,746 154,793 158,801 211,541 230,930 223,438 355,470 505,132 526,299 (C) DEBT SERVICE 3,583 715 4,317 300 921 574 3,514 4,600 2,400 750 750 750 750 TOTAL COST OF OPERATION 22,081 68,278 73,226 79,766 108,884 163,598 173,825 234,664 254,019 247,000 378,492 536,937 558,873 CCA PROGRAM SURPLUS/(DEFICIT) 2,531 3,568 4,700 2,089 12,999 35,713 60,261 8,331 (7,152) 3,968 17,170 16,428 14,933 Pioneer Community Energy
Summary of CCA Program Phase-in
(January 2018 through June 2030)
11 March 2025 – Addendum No. 3
Expansion Addendum Appendices
Appendix A: Pioneer Community Energy Resolution No. 2025-xx Appendix B: Pioneer Joint Powers Agreement
Appendix C: County of Butte CCA Ordinance
Appendix D: City of Chico CCA Ordinance
Appendix E: County of Glenn CCA Ordinance
Appendix F: City of Live Oak CCA Ordinance
Appendix G: County of Nevada CCA Ordinance
Appendix H: City of Orland CCA Ordinance
Appendix I: City of Oroville CCA Ordinance
Appendix J: Town of Paradise CCA Ordinance
Appendix K: City of Sonora CCA Ordinance
Appendix L: County of Sutter CCA Ordinance
Appendix M: County of Tuolumne CCA Ordinance
Appendix N: City of Willows CCA Ordinance
Appendix O: City of Yuba City CCA Ordinance
Appendix P: Pioneer Community Energy Implementation Plan and Statement of Intent (July 31, 2017)
Appendix Q: Pioneer Community Energy Implementation Plan and Statement of Intent Addendum 1 (December 17, 2020)
Appendix R: Pioneer Community Energy Implementation Plan and Statement of Intent Addendum 2 (December 16, 2022)
-
389723.1 Page 1 of 2
Staff Report – Item 7
To: The Governing Board
From: Paige Garcia, Programs Manager
Item 7: Adopt Resolution Authorizing Chief Executive Officer to Expand the GridGen Program to include Residential Customers with Solar, Residential Customers Enrolled in the California Alternative Rates for Energy Programs, and Commercial and Industrial Customers
Date: 2/27/2025

RECOMMENDATION
Adopt Resolution authorizing Chief Executive Officer to expand the GridGen program to include Residential Customers with solar, Residential Customers enrolled in the California Alternative Rates for Energy Programs, and Commercial and Industrial Customers.

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, 2024, 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 include El Dorado County, Grass Valley and Nevada City launched on October 24, 2024.

At the October 24, 2024, Governing Board Meeting, the Board received a presentation about the economics of the GridGen program and, on November 21, 2024, approved allocating revenue from the program to Pioneer’s General Fund. As part of the discussion, the plans to expand the program in the future were also reviewed.

ANALYSIS & DISCUSSION
The GridGen program is a solar-plus-storage program offered exclusively to 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 an additional $18 Plf)NEER

COMMUNITY ENERGY
Agenda Item: 8 Agenda Date: 2/27/2025
389723.1 Page 2 of 2
million in anticipated revenue. These revenue numbers are based on an average system size per 1,000 participants in the program.

The GridGen program began as a solar-plus-storage only and the first phase was restricted only to residential accounts without a solar system. The second phase of the program will expand to Tesla Channel partners, which will allow Pioneer to enroll solar customers that need a battery plus commercial and industrial customers.

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.

ATTACHMENTS

1. Resolution authorizing Chief Executive Officer to expand the GridGen program to include Residential Customers with solar, Residential Customers enrolled in the California Alternative Rates for Energy Programs, and Commercial and Industrial Customers.
7 389725.1
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 February 27, 2025, by the following vote on roll call:

Ayes:

Noes:

Absent:

Signed and approved by me after its passage.
______________________________
Chair of the Governing Board
Attest:
_______________________
Secretary
WHEREAS, the Governing Board desires to offer Programs that support affordability and reliability without impacting Pioneer Community Energy’s rate competitiveness; and WHEREAS, the Governing Board at the February 15, 2024, Board meeting, approved the associated GridGen Program with Participate Energy, LLC., offering a solar-plus-storage solution; and
WHEREAS, the initial launch of the program was restricted to Pioneer Community Energy’s residential customers without solar; and
WHEREAS, the GridGen Program has achieved a successful launch with applications exceeding expectations and installations ahead of schedule; and
WHEREAS, the Governing Board desires to expand the GridGen Program to residential customers that currently have a solar system but not a battery, residential customers currently enrolled in the California Alternate Rates for Energy (“CARE”) program, and to include commercial and industrial customers.

In the matter of: APPROVE RESOLUTION

AUTHORIZING CHIEF EXECUTIVE OFFICER TO

EXPAND THE GRIDGEN PROGRAM TO INCLUDE

RESIDENTIAL CUSTOMERS WITH SOLAR,

RESIDENTIAL CUSTOMERS ENROLLED IN THE

CALIFORNIA ALTERNATE RATES FOR ENERGY

PROGRAMS, AND COMMERCIAL AND

INDUSTRIAL CUSTOMERS
Resolution 2025-__
February 27, 2025
2 389725.1
BE IT RESOLVED, the Governing Board of Pioneer Community Energy, State of California, hereby finds, declares, and resolves as follows:

1. The above recitals are true and correct.

2. The Governing Board hereby authorizes the Chief Executive Officer to expand the GridGen program Pioneer offers to its customers to include (a) residential customers with existing solar systems that only require battery storage, (b) CARE customers, and (c) solar-plus-storage for commercial and industrial customers.

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

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Staff Report – Item IV-B
To: The Governing Board
From: Donald Eckert Jr., Chief Executive Officer
Item IV-B: CEO Report
Date: 2/27/2025

PERSONNEL
The Project Development Manager position has been filled and the expected start date is March 3rd.

Offers have been extended and accepted for the Manager of Legislative and Regulatory Affairs and Powers Contracts Manager. Both expected start dates occur in March. With the exception of the Senior Financial Analyst position that is being requested in February, by the end of March, there are no open positions.

CHIEF EXECUTIVE OFFICER AGREEMENTS EXECUTED (NON-POWER SUPPLY) The following agreements have been carried out by the Chief Executive Officer, consistent with the authority delegated by the Board:
 Mailing Systems Inc (MSI) Consultant Services Agreement Amendment No. 1, adding customer pre-and post-enrollment notices for a total amount not to exceed $50,000  Seats and Stations (SAS), furniture for small office near boardroom, $ 5,667 PIONEER GENERATION RATES EFFECTIVE MARCH 1, 2025
As directed by the Board, staff has submitted rate tables to Calpine and Pacific Gas & Electric for a March 1st effective date. As a reminder, the minimum discount is 4% compared to PG&E’s generation rate with the Cities of Grass Valley, Nevada City, Placerville and Unincorporated El Dorado County experiencing a greater than 20% discount due to their favorable Power Charge Indifference Adjustment rate. Overall, our system average discount is 10%. Please see Attachment 5a – 5d for the rate tables by customer class.

STRATEGIC PLAN QUARTERLY PROGRESS REPORT
The Fiscal Year 2025-2027 Strategic Plan was adopted in September 2024. Please see Attachment 6 for the quarterly progress report.

SPONSORSHIP ACTIVITY YEAR-TO-DATE
The table on the next page is activity throughout the first six months of the fiscal year of sponsorship activity:

Plf)NEER

COMMUNITY ENERGY
Agenda Item: IV-B Agenda Date: 2/27/2025

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Pioneer Community Energy Board of DirectorsFebruary 27, 2025

Pioneer Community Energy Board of Directors
February 27, 2025