Agenda — Pioneer Community Energy Board of Directors, June 19, 2025 (part 1 of 3)

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
June 19, 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 May 15, 2025 regular meeting minutes. (ECKERT) b) FINANCE & ADMINISTRATION
Receive Fiscal Year 2024-25 Draft Monthly Financial Reports through April 2025. (KOEHN) c) PROGRAMS
Adopt Resolution approving and authorizing the Chief Executive Officer to execute Amendment No. 2 with Greenlite Lighting Corp. USA, authorizing and additional $500,000 for LED Discount Lighting Program Services resulting in a not-to-exceed amount of $1,112,400. (STASSI-VANACORE) d) PROCUREMENT
Adopt Resolution approving and authorizing the Chief Executive Officer to execute a five-year Agreement with Hall Energy Law PC for Commercial Legal Support in an amount not to exceed $600,000. (KANG)
e) PROCUREMENT
Adopt Resolution approving and authorizing the Chief Executive Officer to execute a two-year Agreement with Pacific Energy Advisors, Inc., for Technical Support in an amount not to exceed $1,040,572. (KANG)
f) PROCUREMENT
Adopt Resolution approving and authorizing the Chief Executive Officer to execute an Amendment authorizing an additional $224,875 to an Agreement with cQuant.IO Incl, for Portfolio Optimization and Slice-of-Day Compliance Requirements support in an amount not to exceed $454,875. (KANG)
g) FINANCE & ADMINISTRATION
Adopt Resolution to authorize the Chief Executive Officer to execute an agreement with Maher Accountancy for Accounting Services for a contract amount of $207,200 for a term of one year. (KOEHN)
h) FINANCE & ADMINISTRATION
Adopt Resolution to authorize the Chief Executive Officer to execute an Amendment to the Agreement with Colantuono Highsmith Whatley, PC for an increase of $200,000 for a total contract amount not to exceed $350,000. (KOEHN)
i) FINANCE & ADMINISTRATION
Adopt Resolution approving the job descriptions for the Customer Care Specialist and Community Outreach Specialist. (KOEHN)
III. REGULAR AGENDA
2) PRESENTATION
California Independent System Operator – Summer Readiness (DISCUSSION-ECKERT) Recommendation: Receive a presentation from the California Independent System Operator (“CAISO”) on Summer Readiness.
3) FINANCE & ADMINISTRATION
Approve Resolution Adopting the Recommended Fiscal Year 2025-26 Budget (ACTION-KOEHN) Recommendation: Approve Resolution adopting the recommended Fiscal Year 2025-26 Budget. 4) FINANCE & ADMINISTRATION
Cash Reserves Policy (ACTION-KOEHN)
Recommendation: Adopt Resolution to increase the days of liquidity target and update the Cash Reserves Policy.
5) MARKETING & COMMUNICATIONS
Printing Services Agreement (ACTION- STASSI-VANACORE)
Recommendation: Adopt Resolution authorizing the Chief Executive Officer to execute an agreement with Sierra Office Systems and Products, Inc dba API-Marketing for Printing and Mail Services for an amount not to exceed $500,000 for a one-year term with an option to extend up to two additional one-year terms. 6) PROCUREMENT
Overview of the Microgrid Incentive Program (DISCUSSION-KANG) Recommendation: Receive an overview of Pacific Gas & Electric’s Microgrid Incentive Program and an update on Pioneer Community Energy’s participation in that program. 7) PROCUREMENT
Update on Power Markets and Energy Procurement (DISCUSSION-KANG) Recommendation: Receive an update on power markets and energy procurement.

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
Upcoming Meeting of the Board
July 17, 2025
Accommodations
Pioneer Community Energy is committed to ensuring that persons with disabilities are provided with the resources to participate fully in its public meetings. If you are hearing impaired, we have listening devices available. If you require additional disability-related modifications or accommodations, including auxiliary aids or services, please contact the Clerk of the Board. If requested, the agenda shall be provided in appropriate alternative formats for persons with disabilities. All requests must be in writing and must be received by the Clerk five business days prior to the scheduled meeting for which you are requesting accommodation. Requests received after such time will be accommodated only if time permits.

Affidavit of Posting
I, Teresa Willock, Board Secretary, declare under penalty of perjury that the foregoing agenda for the June 19, 2025 meeting of the Pioneer Community Energy Governing Board was posted and available for public review on June 13, 2025 at the offices of Pioneer Community Energy, 2510 Warren Drive, Suite B, Rocklin, CA 95677; and, was 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
May 15, 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 3:00 PM on May 15, 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; at remote location Nevada City – City Hall, Wetherall Conference Room, 317 Broad Street, Nevada City, California 95959; the meeting was accessible for viewer participation on the Zoom platform at the following link:
https://us06web.zoom.us/j/89020017279; and, was live streamed for viewing on the Pioneer website:
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), Town of Loomis (Ring), Nevada City (Petersen), County of Placer (DeMattei), City of Placerville (Carter), City of Rocklin (Janda).

Absent: City of Lincoln (Pearl), County of Placer (Jones).

Chair Dowdin Calvillo presided over the meeting.

Agenda Review
Reviewed and made no revision to the meeting agenda.

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

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

Approved the amended minutes of the April 17, 2025 regular meeting.

Received Fiscal Year 2024-25 Draft Monthly Financial Reports through March 2025.

Adopted Resolution 2025-16 Delegating Authority to the Governance Committee to discuss and provide Recommendations to the Board regarding Employee Compensation and Benefits; and, Authorized those Discussions to be Conducted in Closed Session Under the Brown Act.

Adopted Resolution 2025-17 Establishing July 1, 2027, for the Cities of Chico, Live Oak, Orland, Oroville, Sonora, Willows, and Yuba City; the Town of Paradise; and the Counties of Butte, Glenn, Nevada, Sutter, and Tuolumne, as the effective date for Representatives of the New Members to assume office as voting members of the Pioneer Community Energy Governing Board.

MOTION: Janda/DeMattei. Vote: 9:0:2.

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

No/Abstain: Jones, Pearl.

ITEM 1a
DRAFT – May 15, 2025 – page 2
Entry No. 3
Presentation on California Community Choice Association Received presentation by Beth Vaughn, Chief Executive Officer of California Community Choice Association, on its mission, past victories, and future challenges facing the industry.

Director Pearl joined the meeting during this presentation.

Entry No. 4
Public Hearing on the Status of Vacancies and Recruitment and Retention Efforts at Pioneer Community Energy under Assembly Bill 2561; and Approve Resolution Adopting Procedures for Holding Public Hearings and Retention Efforts in Compliance with Assembly Bill 2561 (Government Code § 3502.3)
Received staff report and presentation; conducted the public hearing with no written or verbal comments received from members of the public.

Adopted Resolution 2025-18 adopting procedures for holding Public Hearings and reporting on Pioneer Community Energy workforce vacancies, and recruitment and retention efforts in compliance with Assembly Bill 2561 (Government Code § 3502.3).

MOTION: Janda/DeMattei. Vote: 10:0:1.

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

No/Abstain: None.

Absent: Jones.

Entry No. 5
Presentation on the Calpine Energy Solutions Community Give Back Program Received presentation by Matt Messina, Director of Client Services at Calpine Community Energy, on the Calpine Energy Solutions Community Give Back Program.

Director DeMattei excused himself from the meeting due to scheduling conflicts.

Entry No. 6
Update on Program Efforts
Received update on program efforts including reigniting programs from last year and the introduction of new programs as we approach the cooling season.

Entry No. 7
Proposed Fiscal Year 2025-26 Budget
Received presentation on the Proposed Fiscal Year 2025-26 Budget and provided direction as appropriate.

The Recommended Budget will be brought to the Board for approval at the June 19, 2025, Board meeting.

Finance & Administration Director Koehn provided an amended Draft Proposed Fiscal Year 2025-26 Budget Summary; and sited updates which occurred since the May 12, 2025 Audit & Finance Committee presentation. (1) Power Supply Cost Reduction of $1.5 million related to Feed-in Tariff; (2) Debt Service Cost Reduction of $800 thousand related to the California Public Utilities Commission (CPUC) Financial Security Requirement to be paid in the current Fiscal Year 2025; and (3) the Fiscal Year 2025-2026 Budget is balanced with small contribution to Reserves.

Discussion and comments included areas regarding Pioneer’s credit rating, increased staffing in regard to the current number of consultants, timing for increased staffing to work in advance of expansion, the Power Charge Indifference Adjustment (PCIA) that PG&E charges when customers join a CCA and if a CCA could DRAFT – May 15, 2025 – page 3
charge the reverse for customers that opt out of the CCA, increased operating expenses due to expansion, and facility space to accommodate the expanding Board and additional staff.

Next steps include incorporating feedback from the Board of Directors into the Recommended Budget.

Chair Dowdin Calvillo congratulated Pioneer and expressed appreciation for a balanced budget.

Entry No. 8
Heard General Administrative Function – Part II
Board Member Communications
Audit & Finance Committee
Committee Chair Ring reported that On May 12, 2025, Richard Pearl, Gary Petersen, and I attended a meeting of the Audit & Finance Committee.

The Committee (1) approved the meeting minutes of January 9, 2025, and April 7, 2025. (2) Received and discussed a presentation of the proposed Fiscal Year 2025-26 Budget; and, provided feedback toward the recommended budget. (3) Received and discussed a presentation on proposed facility options in preparation for expansion of the Governing Board and additional staff; and, provided direction to staff.

Energy Procurement Review ad hoc Committee
Committee Chair Petersen reported that on May 9, 2025, Ryan Carter, Alice Dowdin Calvillo, Sean Lomen, and he attended a meeting of the Energy Procurement Review ad hoc Committee. Pioneer staff, support including Commercial Counsel and General Counsel, were also in attendance.

The Committee (1) Received and discussed a presentation on the changes in market conditions. (2) Reviewed, discussed, asked questions, and accepted with no objections the updated Power Purchase Agreements for the Chief Executive Officer to execute with: Origis (Chalan Project), Origis (Huaso Project), RWE (Janus Project), Matrix (Gaskell-West Project), and Ormat (Griffith Project). (3) Reviewed, discussed, asked questions, and accepted with no objections two Power Purchase Agreements for the Chief Executive Officer to execute with: Terra-Gen (Enterprise Project) and Shell Energy.

Board Chair Dowdin Calvillo reported that she had attended Cap-to-Cap to participate on the Wildfire and Forest Health Team along with Director Parlin; met with Representatives Kevin Kiley and Doug LaMalfa, and with Senator Adam Schiff; met with the House Transportation and Infrastructure Committee and the House Government Affairs Committee in regard to the Federal Emergency Management Agency (FEMA). There was great reception and representation overall.

Director Ring also reported that he had attended Cap-to-Cap to participate on the Air Quality Team and found an increased presence for biomass and interest in a white paper regarding air quality following the Mosquito Fire; also reported that biomass is pushing toward agriculture for farmer “buy in” and more interest in developing biomass.

Chief Executive Officer Communications
Chief Executive Officer Eckert reported that Assembly Bill 706 – Forest Organic Residue, Energy, and Safety Transformation (FOREST) and Wildfire Prevention Fund Act continues to gain momentum. This effort has been a collaboration between Pioneer and many biomass allies such as California Biomass Association of CalForest. The bill has passed through the Assembly Natural Resources Committee and the Assembly Utilities and Energy Committee with the next step of presentation to the Assembly Appropriations Committee.

CEO Eckert announced upcoming presentations to the Board with CAISO presenting their summer readiness program in June and with Dr. Faruqui returning to speak on the state of the electric utility industry in California in July.

DRAFT – May 15, 2025 – page 4
Items for Information
Received the Glossary of Terms.

Adjournment
The meeting adjourned at 4:58 PM.

Page 1 of 1 ends

Staff Report – Item 1b
To: The Governing Board
From: Eric Acedo, Sr. Financial Analyst
Item 1b: Receive Fiscal Year 2024-25 Draft Monthly Financial Reports Through April 2025 Date: 6/19/2025

RECOMMENDATION
Receive Fiscal Year 2024-25 Draft Monthly Financial Reports through April 2025.

BACKGROUND
The Year-To-Date (YTD) financial reports are produced by Maher Accountancy for Board member and management review. Although these reports are unaudited, they provide the most up-to-date financial data for Pioneer Community Energy. The mPOWER program accepted its last application August 2021 and mPOWER activity is now limited to administering the outstanding mPOWER Bonds. Financials for the mPOWER program will be included in the audited year-end reports. For April 2025, the financial reporting package includes the following reports for the CCA Fund only:
• Statement of Net Position (Balance Sheet) – Accounting of Assets, Liabilities and Net Position as of the reporting period end date for the CCA program. • Statement of Revenues, Expenses, and Changes in Net Position (P&L) – Accounting of all revenues, expenses, and changes in net position on a YTD basis through the reporting period end date for the CCA program.
• Budgetary Comparison Schedule (Budget to Actuals) – Comparison of budget to actuals on a YTD basis through the reporting period end date for the CCA program.

STRATEGIC PLAN
Strategic Priority: Be Fiscally Strong and Resilient

FISCAL IMPACT
The YTD change in net position through ten months of the fiscal year is $41.7 million.

ATTACHMENTS

1. Financial Reports through April 30, 2025
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COMMUNITY ENERGY
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 April 30, 2025, and the related statement of revenues, expenses, and changes in net position for the ten 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
June 10, 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 43,749,471$
Investments 118,219,719
Accounts receivable, net of allowance 17,738,830
Accrued revenue 8,048,952
Other receivables 394,889
Interest receivable 270,000
Prepaid expenses 6,087,047
Deposits 131,890
Total current assets 194,640,798
Noncurrent assets
Capital assets, net of depreciation and amortization 1,130,580 Deposits 220,359
Total noncurrent assets 1,350,939
Total assets 195,991,737

LIABILITIES
Current liabilities
Accrued cost of electricity 13,696,898
Accounts payable 513,218
Other accrued liabilities 427,969
Lease liability 123,961
Note payable 869,638
Interest payable 5,534
Deposits 1,470,000
Total current liabilities 17,107,218
Noncurrent liabilities
Lease liability 789,949
Note payable 855,266
Supplier security deposits 282,000
Total noncurrent liabilities 1,927,215
Total liabilities 19,034,433

NET POSITION
Net investment in capital assets 216,670
Unrestricted net position 176,740,634
Total net position 176,957,304$

PIONEER COMMUNITY ENERGY

STATEMENT OF NET POSITION
As of April 30, 2025

CCA PROGRAM
See accountants' compilation report. 2
CCA Program

OPERATING REVENUES
Electricity sales, net 197,327,353$
Other income 13,056
Total operating revenues 197,340,409

OPERATING EXPENSES
Cost of electricity 150,718,905
Contract services 5,140,094
Staff compensation 3,355,029
Other operating expenses 1,479,877
Depreciation and amortization 156,524
Total operating expenses 160,850,429
Operating income (loss) 36,489,980

NONOPERATING REVENUES (EXPENSES)
Investment income 5,390,634
Interest and financing expense (141,029)
Nonoperating revenues (expenses), net 5,249,605

NET POSITION
Change in net position 41,739,585
Net position at beginning of period 135,217,719
Net position at end of period 176,957,304$
Ten Months Ended April 30, 2025

AND CHANGES IN NET POSITION

STATEMENT OF REVENUES, EXPENSES

CCA PROGRAM

PIONEER COMMUNITY ENERGY
See accountants' compilation report. 3
Participation Rates – April 2025
Participation Rate February 2025 March 2025 April 2025 April 2024 AUBURN INC 85.62% 85.35% 85.52% 85.68%
COLFAX INC 87.69% 87.67% 87.86% 88.43%
GRASS VALLEY INC 96.76% 96.42% 96.52% 95.79%
LINCOLN INC 82.60% 82.60% 82.65% 82.87%
LOOMIS INC 86.97% 86.91% 87.03% 87.77%
NEVADA CITY INC 97.87% 97.70% 97.87% 96.26%
PLACERVILLE INC 85.37% 85.27% 85.61% 85.80%
ROCKLIN INC 90.26% 90.05% 90.26% 90.48%
UNINC EL DORADO CO 79.68% 79.51% 79.68% 80.12%
UNINC PLACER CO 84.69% 84.66% 84.67% 84.92%
Grand Total 84.26% 84.13% 84.25% 84.51%
168,189
172,572
173,534
173,961
165,000
166,000
167,000
168,000
169,000
170,000
171,000
172,000
173,000
174,000
175,000
April 2024 February 2025 March 2025 April 2025
Total Pioneer Customers (# of Accounts)
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COMMUNITY ENERGY
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 ten months ended April 30, 2025, 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
June 10, 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 $ 200,197,000 $ 199,969,000 $ (228,000) 100% $ 235,801,000 $ 35,832,000 Green100 Sales 169,000 58,726 (110,274) 35% 200,000 141,274 Congestion Revenue Rights and Battery Optimization 8,476,190 9,797,353 1,321,163 116% 10,000,000 202,647 Less Uncollectible Accounts (2,704,000) (2,700,373) 3,627 100% (3,186,000) (485,627) Total Operating Revenues 206,138,190 207,124,707 986,516 242,815,000 35,690,293

ENERGY EXPENSES
Power Supply 174,462,174 160,516,258 (13,945,915) 92% 208,976,000 48,459,742 OPERATING MARGIN 31,676,017 46,608,448 14,932,432 33,839,000 (12,769,449)

OPERATING EXPENSES
Administration
Compensation 665,440 568,946 (96,494) 85% 816,385 247,439 Contract services 265,271 147,073 (118,198) 55% 318,325 171,252 Operating expenses 900,055 640,903 (259,152) 71% 941,796 300,893 Total Administration expenses 1,830,766 1,356,923 (473,843) 74% 2,076,506 719,583 Finance
Compensation 923,256 791,792 (131,464) 86% 1,101,050 309,258 Contract services 498,975 292,285 (206,690) 59% 591,000 298,715 Operating expenses 310,750 215,294 (95,456) 69% 357,700 142,406 Total Finance expenses 1,732,981 1,299,370 (433,611) 75% 2,049,750 750,380 Power Procurement
Compensation 880,731 588,220 (292,511) 67% 1,027,592 439,372 Contract services 2,820,288 1,738,227 (1,082,060) 62% 3,143,538 1,405,311 Operating expenses 222,679 177,088 (45,591) 80% 291,500 114,412 Total Power Procurement expenses 3,923,698 2,503,535 (1,420,163) 64% 4,462,630 1,959,095 Customer Care
Compensation 362,502 381,747 19,245 105% 449,002 67,255 Contract services 2,266,667 2,415,831 149,164 107% 2,720,000 304,169 Operating expenses 178,958 137,418 (41,540) 77% 214,750 77,332 Total Customer Care expenses 2,808,127 2,934,996 126,869 105% 3,383,752 448,756 Marketing & Communications
Compensation 618,288 476,521 (141,767) 77% 741,946 265,425 Contract services 357,750 51,811 (305,939) 14% 420,000 368,189 Operating expenses 705,292 110,220 (595,072) 16% 846,350 736,130 Total Marketing expenses 1,681,330 638,552 (1,042,778) 38% 2,008,296 1,369,744 Legislative & Regulatory
Compensation 448,296 363,883 (84,413) 81% 553,670 189,787 Contract services 320,474 196,726 (123,748) 61% 377,807 181,081 Operating expenses 6,917 8,684 1,767 126% 8,300 (384)
Total Legislative expenses 775,686 569,293 (206,394) 73% 939,777 370,484 Programs
Compensation 244,454 168,589 (75,865) 69% 293,345 124,756 Contract services 1,102,673 - (1,102,673) 0% 1,456,341 1,456,341 Operating expenses 1,591,504 423,029 (1,168,476) 27% 1,909,805 1,486,776 Total Programs expenses 2,938,631 591,617 (2,347,014) 20% 3,659,491 3,067,874 Total Operating Expenses 15,691,219 9,894,285 (5,796,933) 63% 18,580,202 8,685,917

NON-OPERATING REVENUES (EXPENSES)
Investment gains (losses) 2,153,250 5,390,634 3,237,384 2,871,000 (2,519,634) Miscellaneous income - 13,056 13,056 - (13,056)
Term Loan Debt Service (791,667) (759,967) 31,699 96% (950,000) (190,033) Additional Term Loan Principal (2,100,000) (2,100,000) - (2,100,000) - Line/Letter of Credit Fees (750,000) (243,459) 506,541 32% (750,000) (506,541) Financial Security Requirement (800,000) - 800,000 0% (800,000) (800,000) Nonoperating revenues (expenses), net (2,288,417) 2,300,263 4,588,680 (1,729,000) (4,029,263) Total Expenses and Non-Operating Activity 192,441,809 168,110,281 (24,331,528) 229,285,202 61,174,922 Contribution to/(from) Reserves 13,696,381$ 39,014,426$ 25,318,045$ 13,529,798$ (25,484,629)$

BUDGETARY COMPARISON SCHEDULE
Ten Months Ended April 30, 2025

PIONEER COMMUNITY ENERGY

CCA PROGRAM

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Staff Report – Item 1c
To: The Governing Board
From: Paige Garcia, Program Manager
Item 1c: Adopt Resolution Approving and Authorizing the Chief Executive Officer to Execute Amendment No. 2 with Greenlite Lighting Corp. USA, Authorizing an Additional $500,000 for LED Discount Lighting Program Services Resulting in a Not-To-Exceed Amount of $1,112,400
Date: 6/19/2025

RECOMMENDATION
Adopt a Resolution approving and authorizing the Chief Executive Officer to execute Amendment No. 2 with Greenlite Lighting Corp. USA, authorizing an additional $500,000 for LED Discount Lighting Program Services resulting in a not-to-exceed amount of $1,112,400.

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

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

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

At the May 16, 2024, Governing Board Meeting, the Board approved the Greenlite LED discount program agreement amendment No. 1 to add an additional $350,000 to the budget, increasing the agreement amount to $612,400.

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

The Greenlite LED discount program launched in January 2024, and currently has 26 local stores participating.

Input from the stores has been overwhelmingly positive. Program partners appreciate the foot traffic the program creates through promoting this type of program and have been supportive of supporting other Pioneer programs as part of our partnership.

Dollar Tree stores were recently added to the list of participating retailers, allowing the program to extend its reach into some of our previously untapped territories. With some of these larger stores enrolled, additional products and budget is needed to continue this popular program through 2025.

The LED rebate program supports the Board’s goal to focus on residential energy efficiency programs. The program also supports our customers, supports local businesses, and creates visibility in retail locations throughout Pioneer’s territory.

Plf)NEER

COMMUNITY ENERGY
Agenda Item: 1c Agenda Date: 6/19/2025

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STRATEGIC PLAN
The recommendation supports Pioneer’s strategic priorities to be a community partner.

FISCAL IMPACT
The fiscal impact of this recommendation is $500,000.00 over a 9-month period beginning May 19, 2025.

ATTACHMENTS

1. Adopt Resolution Approving and Authorizing the Chief Executive Officer to Execute Amendment No. 2 with Greenlite Lighting Corp. USA, Authorizing an Additional $500,000 for LED Discount Lighting Program Services Resulting in a Not-To-Exceed Amount of $1,112,400.

2. Greenlite Lighting Corp USA Consultant Services Agreement Amendment No. 1

3. Greenlite Lighting Corp USA Consultant Services Agreement 401004.1
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 June 19, 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 and Greenlite Lighting Corp. USA entered a Consultant Services Agreement for communications and marketing services on October 20, 2023 (“Original Agreement”), wherein Greenlite Lighting Corp. USA agreed to execute a retailer LED discount program for Pioneer, with compensation not to exceed $262,400; WHEREAS, the Discount LED Program proved popular with retail partners and customers, and as additional locations were added more inventory was needed; WHEREAS, the Pioneer Community Energy Governing Board approved the first amendment of the Greenlite contract to increase the agreement budget by $350,000 for a total of $612,400; WHEREAS, there is continued strong interest in the program and Pioneer desires the program to continue to be available throughout the service territory.

WHEREAS, this second amendment allows the program to continue to support customers’ energy efficiency needs and support local businesses.

In the matter of: ADOPT RESOLUTION APPROVING AND

AUTHORIZING THE CHIEF EXECUTIVE OFFICER TO
EXECUTE AMENDMENT NO. 2 WITH GREENLITE
LIGHTING CORP. USA, AUTHORIZING AN ADDITIONAL
$500,000 FOR LED DISCOUNT LIGHTING PROGRAM

SERVICES RESULTING IN A NOT-TO-EXCEED AMOUNT
OF $1,112,400.
2 401004.1
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 approves Amendment No. 2 to the Consultant Services Agreement with Greenlite Lighting Corp. USA, as attached hereto as Exhibit “A,” and authorizes the Chief Executive Officer to execute the Amendment No. 2 on behalf of Pioneer Community Energy with any minor clerical or clarifying changes proposed by the Chief Executive Officer and approved by General Counsel.

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

Exhibit A: Second Amendment to Program Services Agreement with Greenlite Lighting Corp USA Resolution 2025-___
June 19, 2025
Administering Agency: Pioneer Community Energy
Contract Description: LED Discount Program Services

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

The amount of the contract shall not exceed One million, one hundred twelve thousand, four hundred dollars ($1,112,400.00).
• Exhibit B – Payment for Services Rendered is amended to say:

Maximum Limit & Fee Schedule
The total amount for services rendered not to exceed $1,112,400.00.

Greenlite Fee Summary
Item Description Amount
Product rebate with admin
time included
$1,112,400.00
Unless expressly amended in this Amendment, all provisions, conditions, covenants, and terms of the Consultant Services Agreement shall remain in full force and effect.

Executed as of the last date indicated below:

PIONEER COMMUNITY ENERGY
By:_____________________________ Date: ______________
Name: Donald Eckert
Title: Chief Executive Officer
By:_____________________________ Date: ______________
Name: David Ruderman
Title: General Counsel
GREENLITE LIGHTING CORP. USA
By:_____________________________ Date: ______________
Name:

Title:

DocuSign Envelope ID: 329D5AD6-7317-4ADD-BE93-9E92C1 BEDD20 Administering Agency: Pioneer Community Energy
Contract Description: LED Discount Program Services

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

The amount of the contract shall not exceed six hundred and twelve thousand four hundred dollars ($612,400.00).
• Exhibit B - Payment for Services Rendered is amended to say:

Maximum Limit & Fee Schedule
The total amount for services rendered not to exceed $612,400.00.

Greenlite Fee Summary
Item Description Amount
Product rebate with admin $612,400.00
time included
Executed as of the last date indicated below:

PIONEER COMMUNITY ENERGY
E-SIGNED by Donald Eckert
By: on 2024-05-2111:51:18 PDT
Name: Donald Eckert
Title: Chief Executive Officer
E-SIGNED by Patrick Enright
By: on 2024-05-21 12:07:27 PDT
Name: Patrick Enright
Title: General Counsel
Date: May 21, 2024
Date: May 21, 2024
DocuSign Envelope ID: 329D5AD6-7317-4ADD-BE93-9E92C1BEDD20 GREENLITE LIGHTING CORP. USA '6 DocuSigned by:

By: ~~4~~4 Date: 5/21/2024
Name: Nina Gupta
Title: President and CEO
Administering Agency:

Contract No.

Contract Description:

Pioneer Community Energy
LED Rebate Program Services

CONSULTANT SERVICES AGREEMENT
THIS AGREEMENT is made at Rocklin, California, as of October 16, 2023, by and between Pioneer Community Energy, ("Pioneer"), and Greenlite Lighting Corp USA ("Consultant"), who agree as follows:

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, Consultant agrees to protect, defend, and indemnify Pioneer in accordance with the provisions contained in Exhibit D.

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

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

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

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

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

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

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

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

19. Ownership oflnformation. All professional and technical information developed under this Agreement and all work sheets, reports, and related data shall become the property of Pioneer, and Consultant agrees to deliver reproducible copies of such documents to Pioneer on completion of the services hereunder. Pioneer agrees to indemnify and hold Consultant harmless from any claim arising out ofreuse 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 oflnterest. Consultant certifies that no official or employee of Pioneer, nor any business entity in which an official of Pioneer has an interest, has been employed or retained to solicit or aid in the procuring of this agreement. In addition, Consultant agrees that no such person will be employed in the performance of this agreement without immediately notifying Pioneer.

22. Entirety of Agreement. This Agreement contains the entire agreement of Pioneer and Consultant with respect to the subject matter hereof, and no other agreement, statement, or promise made by - 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, Tennination.

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

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

PIONEER COMMUNITY ENERGY:

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

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

PIONEER COMMUNITY ENERGY
By:

E-SIGNED by Donald Eckert
on 2023-10-20 09:59:33 PDT
Printed Name/Title: Donald Eckert, Executive Director
Approved as to Form - General Counsel:

By:

Printed Name/Title:

E-SIGNED by lnder Khalsa
on 2023-10-20 10:40:31 PDT
lnder Khalsa
Greenlite Lighting Corp. USA
By:

E-SIGNED by Nina Gupta
on 2023-10-20 09:57:30 PDT
Name: Nina Gupta
Title: President & CEO
General Counsel
*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
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A. Introduction

EXHIBIT A

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

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

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

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

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

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

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

EXHIBITB

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

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

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

Submit all invoices to:

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

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EXHIBITC

FACILITIES, EQUIPMENT, AND OTHER

MATERIALS, AND OBLIGATIONS OF PIONEER

NOT APPLICABLE
to Consultant Services Agreement

EXHIBITD

HOLD HARMLESS AGREEMENT

AND INSURANCE REQUIREMENTS

1. HOLD HARMLESS AND INDEMNIFICATION AGREEMENT
The CONSULTANT hereby agrees to protect, defend, indemnify, and hold PIONEER free and 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, the contract or agreement. CONSULT ANT agrees to investigate, handle, respond to, provide defense for, and defend any such claims, demand, or suit at the sole expense of the CONSULTANT.

CONSULT ANT also agrees to bear all other costs and expenses related thereto, even if the claim or claims alleged are groundless, false, or fraudulent. This provision is not intended to create any cause of action in favor of any third party against CONSUL TANT 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 CONSULT ANT'S performance pursuant to this contract or agreement.

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

2. INSURANCE:

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

3. WORKER'S COMPENSATION AND EMPLOYERS LIABILITY INSURANCE:

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

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

If there is an exposure of injury to 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, Page I of Exhibit D
to Consultant Services Agreement
employees, agents or volunteers, which might arise by reason of payment under such policy in connection with performance under this agreement by the CONSUL TANT.

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

4. GENERAL LIABILITY INSURANCE:

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

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

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

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

E. Special Claims Made Policy Form Provisions:

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

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to Consultant Services Agreement
One million dollars ($1,000,000) each occurrence ( combined single limit for bodily injury and property damage)
One million dollars ($1,000,000) aggregate for Products Completed Operations Two million dollars ($2,000,000) General Aggregate
(2) The insurance coverage provided by CONSUL TANT 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.

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.

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to Consultant Services Agreement

9. ADDITIONAL REQUIREMENTS:

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

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

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

Verification of Coverage - CONSULT ANT shall furnish Pioneer with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by Pioneer 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.

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Staff Report – Item 1d
To: The Governing Board
From: Kristoffer Antigua, Power Supply Contracts Manager Item 1d: Adopt Resolution Approving and Authorizing the Chief Executive Officer to Execute a Five-Year Agreement with Hall Energy Law PC for Commercial Legal Support in an Amount Not to Exceed $600,000
Date: 6/19/2025

RECOMMENDATION
Adopt Resolution approving and authorizing the Chief Executive Officer to execute a five-year Agreement with Hall Energy Law PC for Commercial Legal Support in an amount not to exceed $600,000.

BACKGROUND
Pioneer Community Energy (Pioneer) performs ongoing energy procurement as part of its operations in the areas of system power, renewable energy, resource adequacy, and carbon-free energy. An experienced commercial attorney in those areas is key to Pioneer attaining attractive contract terms and conditions in the form of master agreements, confirmations, and long-term power purchase agreements (PPAs). Hall Energy Law PC’s Principal, Steve Hall has over 20 years of experience in power contracts and Pioneer has been using Hall Energy Law for commercial legal support since 2019.

ANALYSIS & DISCUSSION
Hall Energy Law PC prepares and reviews power contracts, and assists with negotiations on those contracts for Pioneer. They also prepare and provide feedback on letters of credit, parental guarantees, and other forms of collateral that may be required in purchasing power. Hall Energy Law PC is an essential part of Pioneer’s energy procurement team, and is also one of the members of the Ad Hoc Energy Procurement Review Committee that provides review of all long-term power purchase agreements before execution.

STRATEGIC PLAN
The recommendation supports the Operational Optimization goal.

FISCAL IMPACT
The recommendation results in an incremental fiscal impact of up to $600,000 from July 1, 2025, through June 30, 2030. The Fiscal Year 2025-26 costs have been included in the recommended budget.

ATTACHMENTS

1. Resolution Approving and Authorizing the Chief Executive Officer to Execute a Five-Year Agreement with Hall Energy Law PC for Commercial Legal Support in an Amount Not to Exceed $600,000.

Plf)NEER

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

AND AUTHORIZING THE CHIEF EXECUTIVE

OFFICER TO EXECUTE A FIVE-YEAR

AGREEMENT WITH HALL ENERGY LAW PC

FOR COMMERCIAL LEGAL SUPPORT IN AN
AMOUNT NOT TO EXCEED $600,000.

Resolution No.: ____ _
The following Resolution was duly passed by the Governing Board of Pioneer Community Energy at a regular meeting held June 19, 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, over 90% of Pioneer's operating budget is related to power supply of which a portion of Pioneer's power supply portfolio includes long-term (greater than ten years) power purchase agreements; and
WHEREAS, the notional value of long-term power purchase agreements can be in hundreds of millions of dollars and having an experienced attorney that specializes in negotiating these agreements is critical to Pioneer's success; and
WHEREAS, continuing Pioneer's relationship with Hall Energy Law PC (Hall Energy Law) is justifiable in the best interest of Pioneer for the following reasons:
• Hall Energy Law's Principal, Steve Hall has over 20 years of experience in power contracts and is intimate with Pioneer's contracts having provided commercial legal support to Pioneer since 2019.
• Hall Energy Law prepares and provides feedback on power purchase agreements, trade confirmations, letters of credit, parental guarantees, and other types of contracts that may be required in purchasing power.
• Hall Energy Law is an essential part of Pioneer's energy procurement team and is also one of the members of the Ad Hoc Energy Procurement Review Committee that provides review of all long-term power purchase agreements before execution.

Resolution 2025-_
June 19, 2025
BE IT RESOLVED, the Governing Board of Pioneer Community Energy, State of California, hereby finds, declares, and resolves as follows:

1. The above recitals are true and correct.

2. The Governing Board hereby approves and authorizes the Chief Executive Officer to execute a five-year agreement with Hall Energy Law for commercial legal support, in substantially the form attached, from July 1, 2025, through June 30, 2030, for an amount not to exceed $600,000 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 upon its adoption.

Exhibit A: Consultant Services Agreement with Hall Energy Law PC.

Administering Agency: Pioneer Community Energy
Contract No.

Contract Description: Legal Services

CONSULTANT SERVICES AGREEMENT
THIS AGREEMENT is made at Rocklin, California, as of July I, 2025 (the "Effective Date"), by and between Pioneer Community Energy, ("Pioneer"), and Hall Energy Law PC ("Consultant"), who agree as follows:

2. 3.

4. Services. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide the services described in Exhibit A. Consultant shall provide said services at the time, place, and in the manner specified in Exhibit A. Pioneer shall have the right to request, in writing, changes in the scope of services. Any such changes mutually agreed upon by the parties, and any corresponding increase or decrease in compensation, shall be incorporated by written amendment to this Agreement. Consultant shall not be reimbursed for any expenses incurred for work performed outside the scope of services in Exhibit A unless prior written approval is given by Pioneer through a fully executed written amendment.

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. Pioneer shall not withhold applicable taxes or other payroll deductions from payments made to Consultant except as otherwise required by law. Consultant shall be solely responsible for calculating, withholding, and paying all taxes. Notwithstanding any other terms of this Agreement, no payments shall be made to Consultant until Pioneer is satisfied that the services are satisfactory. The amount of the contract shall not exceed Six Hundred Thousand Dollars ($600,000.00).

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.

Consultant's Representations. Consultant represents that it is fully qualified to perform the services described in Exhibit A by virtue of its experience and the training, education and expertise of its principals and employees. Consultant further represents that it is willing to accept responsibility for performing such services in accordance with the terms and conditions in this Agreement. Consultant shall perform in accordance with generally accepted professional practices and standards as well as the requirements of applicable federal, state and local laws, it being understood that acceptance of Consultant's work by Pioneer shall not operate as a waiver or release.

Consultant shall indemnify and hold harmless Pioneer, its officers, agents, employees and volunteers from and against any and all claims or expenses caused or occasioned directly or indirectly by Consultant's failure to so perform.
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5. Exhibits. All exhibits referred to herein will be attached hereto and by this reference incorporated herein. In the event of any material discrepancy between the provisions of this Agreement and its exhibits, the provisions of this Agreement shall prevail.

6. 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.

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 requirements shall be included in Consultant's fee(s). These costs shall not be a "reimbursable" expense under any circumstances.

11. Relationship of Parties.

12. A. Consultant is, and shall at all times remain as to Pioneer, a wholly independent contractor.

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.

B. 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 incur any debt, obligation, or liability on behalf of Pioneer or to otherwise bind Pioneer to any obligation whatsoever.

Consultant, its officers, employees and agents shall not represent to any person or party that it or they are acting as agents of Pioneer or that it or they have the power to bind or commit Pioneer.

C. Neither Pioneer nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not represent that it is, or that any of its agents or employees are, in any manner employees of Pioneer.

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. Except as otherwise provided herein, Consultant shall not subcontract any services to be performed without amending this Agreement. Consultant shall be responsible to Pioneer for all services to be performed under this Agreement.
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13. Personnel.

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 termination of the Agreement by Pioneer, and payment shall be made pursuant to Section 17 (Termination) of this Agreement only for that work performed by Project Team members.

C. Pioneer shall pay Consultant for work performed by its subconsultants, if any, only as set forth in Exhibit B. Consultant shall be liable and accountable for any and all payments, compensation, and federal and state taxes to all subconsultants performing services under this Agreement. Pioneer shall not be liable for any payment, compensation, or federal and state taxes for any subconsultants.

14. Notification of Organizational Changes. Consultant shall notify Pioneer, in writing, of any change in name, ownership or control of Consultant's finn or of any subconsultant. Change of ownership or control of Consultant's firm may require an amendment to this Agreement.

15. 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. Consultant shall keep itself fully informed of and in compliance with all local, state, and federal laws, rules, and regulations in any manner affecting the performance of this Agreement, including all Cal/OSHA requirements, the conflict-of-interest provisions of California Government Code section 1090, and the Political Reform Act (Government Code§ 81000 et seq.).

16. Prevailing Wages. Consultant is aware of the requirements of California Labor Code section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects including, but not limited to, the design and preconstruction phases of a covered public works project. This Agreement is subject to the Prevailing Wage Laws for all work performed under this Agreement for which the payment of prevailing wages is required under state law. In particular, Consultant acknowledges that prevailing wage determinations are available for work performed under this Agreement. Consultant shall defend, indemnify, and hold Pioneer, its elected officials, officers, employees, and agents free and harmless from any claim or liability arising out of any failure or alleged failure of Consultant to comply with the Prevailing Wage Laws.

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17. 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, digital original and copies, 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. Pioneer shall have the benefit of such work as may have been completed up to the time of such termination. The foregoing is cumulative and does not affect any right or remedy, which Pioneer may have in law or equity. 4) Notwithstanding the foregoing, should Consultant fail to perform any of its obligations hereunder within the time and in the manner provided or otherwise violate any of the terms of this Agreement, Consultant shall be compensated as above, provided there shall be deducted from such amount the amount of damage if any, sustained by Pioneer by virtue of Consultant's breach of this Agreement.

B. Consultant may terminate its services under this Agreement upon thirty (30) working days' advance written notice to Pioneer. In the event of such termination, Consultant shall deliver copies of all writings to Pioneer and shall be entitled to compensation as set forth above.

Pioneer shall have the benefit of such work as may have been completed up to the time of such termination

18. Contract Term. This Agreement shall remain in place until June 30, 2030, or until terminated pursuant to Section 17 of this Agreement.

19. Non-Discrimination. Consultant shall not discriminate against any employee or applicant for employment because of race, sex (including pregnancy, childbirth, or related medical condition), creed, national origin, color, disability as defined by law, disabled veteran status, Vietnam veteran status, religion, age ( 40 and above), medical condition ( cancer-related), marital status, ancestry, sexual orientation, or any other unlawful basis. Employment actions to which this provision applies shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; or in terms, conditions or privileges of employment, and selection for training.

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20. 21.

22. 23.

24. 25.

Consultant agrees to post in conspicuous places, available to employees and applicants for employment, the provisions of this nondiscrimination clause.

Records. Consultant shall maintain, at all times, complete detailed records with regard to work performed under this Agreement in a form acceptable to Pioneer for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement, 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. In addition, pursuant to Government Code Section 8546. 7, if the amount of public funds expended under this Agreement exceeds ten thousand dollars, all such documents and this Agreement shall be subject to the examination and audit of the State Auditor, at the request of Pioneer or as part of any audit of Pioneer, for a period of three (3) years after final payment under this Agreement.

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. No such written products shall be the subject of a copyright application by Consultant.

Waiver. No provision, covenant, or condition of this Agreement shall be deemed to have been waived by Pioneer or Consultant unless in writing signed by one authorized to bind the party asserted to have consented to the 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.

Conflict of Interest. Consultant represents that it has no known relationships with third parties, Pioneer Board members, or employees of Pioneer which would ( 1) present a conflict of interest with the rendering of services under this Agreement under California Government Code section I 090, the Political Reform Act (Government Code section 81000 et seq.), or other applicable law, (2) prevent Consultant from perfonning the terms of this Agreement, or (3) present a significant opportunity for the disclosure of confidential information. 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.

Campaign Contributions. This Agreement is subject to Government Code section 84308, as amended by Senate Bill 1439 (2022), Senate Bill 1181 (2024), and Senate Bill 1243 (2024).

Consultant shall disclose any contribution to an elected or appointed Pioneer official's campaign or committee in an amount of more than five hundred dollars ($500) made within 12 months preceding the Commencement Date, by Consultant, its, her, or his agent, or another party affiliated with Consultant. Consultant shall provide a signed copy of the attached Campaign Contribution Disclosure Form, Exhibit E, to Pioneer prior to, or concurrent with, Consultant's execution of this Agreement and no later than the Commencement Date.

Entirety of Agreement. This Agreement contains the entire agreement of Pioneer and Consultant with respect to the subject matter hereof, and no other agreement, statement, or promise made by any party, or to any employee, officer or agent of any party, which is not contained in this Agreement, shall be binding or valid.
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26. 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 19, Termination.

27. Governing Law & Venue. 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.

28. Attorneys' Fees. If legal action shall be necessary to enforce any term, covenant or condition contained in this Agreement, each party shall pay its own costs, including any accountants' and attorneys' fees expended in the action.

29. 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:

30. 31.

PIONEER COMMUNITY ENERGY:

Pioneer Community Energy
Attn: Sam Kang
2510 Warren Drive Suite B
Rocklin, CA 95677
[email protected]
Phone: (916) 758-8939
CONSULT ANT:

Phone: ______ _
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.

Multiple Phase Proiects. Pursuant to Government Code section 1097.6, Consultant's duties and services under this Agreement shall not include preparing or assisting Pioneer with any portion of the Pioneer's preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with Pioneer. Pioneer shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Consultant's participation in the planning, discussions, or drawing of project plans or specifications, if any, shall be limited to conceptual, preliminary, or initial plans or specifications.

Remedies Non-Exclusive. Each right, power and remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise shall be cumulative and shall be in addition to every other right, power, or remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise. The exercise, the commencement of the exercise, or the forbearance from the exercise by any party of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by such party of any or all of such other rights, powers or remedies.
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32. Confidentiality. All data, documents, discussion, or other information developed or received by Consultant for performance of this Agreement are deemed confidential and Consultant shall not disclose it without prior written consent by Pioneer. Pioneer shall grant such consent if disclosure is legally required. All Pioneer data shall be returned to Pioneer upon the termination or expiration of this Agreement.

33. Successors & Third-Party Beneficiaries. This Agreement shall be binding on the successors and assigns of the parties. Except as expressly stated herein, there is no intended third-party beneficiary of any right or obligation assumed by the parties.

34. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, then such term or provision shall be amended to, and solely to the extent necessary to, cure such invalidity or unenforceability, and shall be enforceable in its amended form. In such event, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

35. No Presumption Against Drafter. Each party had an opportunity to consult with an attorney in reviewing and drafting this agreement. Any uncertainty or ambiguity shall not be construed for or against any party based on attribution of drafting.

36. Counterparts; Electronic Signatures. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument. The parties acknowledge and agree that this Agreement may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. Without limitation, "electronic signature" shall include faxed or emailed versions of an original signature, electronically scanned and transmitted versions ( e.g., via pdf) of an original signature, or a digital signature.

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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:

HALL ENERGY LAW PC
By:

Name:

Title: Principal
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
E. Campaign Contribution Disclosure Form
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EXHIBIT A

SCOPE OF SERVICES
Consultant shall provide legal services in connection with Pioneer's energy procurement, including support with Pioneer's negotiations with energy suppliers and markets for (i) EEi Master Agreements to enable transactions with counterparties, (ii) transactions for energy, renewable energy, carbon free energy and resource adequacy products using confirmations under the EEI Master Agreement and WSPP Agreements, (iii) long-term power purchase agreements, and (b) ancillary documentation required by energy suppliers and marketers ( e.g., ND As, letters of credit, legal opinions).

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EXHIBIT B

PAYMENT FOR SERVICES RENDERED
Maximum Limit & Fee Schedule
The total amount for services rendered not to exceed $600,000.

The maximum hourly rate shall not exceed $595 per hour.

Invoices
Invoices shall 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.

Submit all invoices to:

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

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NOT APPLICABLE

1. EXHIBIT D

HOLD HARMLESS AGREEMENT

AND INSURANCE REQUIREMENTS

HOLD HARMLESS AND INDEMNIFICATION AGREEMENT
A. To the fullest extent pennitted by law, 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, reasonable attorneys' fees for counsel of Pioneer's choice, expert fees, and all other expenses incurred by PIONEER arising in favor of any party, including claims, liens, debts, personal injuries, death, or damages to any real or personal property (including employees or property of PIONEER) and without limitation by enumeration, all other claims or demands of every character occurring or in any way incident to, in connection with or arising directly or indirectly out of, the Agreement, CONSULTANT's performance under this Agreement, or CONSULTANT'S failure to comply with any provision in this 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.

CONSULT ANT also agrees to bear all other costs and expenses related thereto, even if the claim or claims alleged are groundless, false, or fraudulent. This provision is not intended to create any cause of action in favor of any third party against CONSULT ANT 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 CONSULT ANT' s performance pursuant to this Agreement.

PIONEER's right to indemnity under this Agreement shall arise immediately upon the occurrence of the event giving rise to the indemnified liability. PIONEER shall be entitled to a defense under this Agreement immediately upon the institution of a claim or action that is covered by this indemnity, even though liability for said claim or action has not yet been determined at the time the duty to defend the PIONEER hereunder has arisen. CONSULTANT shall not be entitled to any refund of attorneys' fees, defense costs or expenses in the event that it is adjudicated to have been non-negligent.

CONSULT ANT shall not be required to indemnify PIONEER for such loss or damage as is caused by the active negligence, sole negligence, or willful misconduct of PIONEER.

B. As used in this section, the tenn PIONEER means
Pioneer or its officers, agents, employees, and volunteers. The term CONSULT ANT means Consultant, its officers, employees, servants, agents, or subconsultants, or anyone directly or indirectly employed by either Consultant or its subconsultants, in the performance of this Agreement.

C. The obligations of CONSULT ANT set forth herein
are not limited by the provisions of any workers' compensation or similar statute.

CONSULT ANT expressly waives its statutory immunity under such statutes or laws as to PIONEER.

D. PIONEER does not waive any indemnity rights by
accepting any insurance policy or certificate required pursuant to this Agreement.

CONSUL TANT's indemnification obligations apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense.

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E. PIONEER may request a deposit for defense costs
from CONSULT ANT with respect to a claim. If PIONEER requests a defense deposit, CONSULT ANT shall provide it within 15 days of the request.

F. CONSULT ANT agrees to obtain executed
indemnity agreements with provisions identical to those set forth here from each and every subconsultant or any other person or entity involved in the perfonnance of this Agreement on CONSUL TANT's behalf.

2. INSURANCE:

3. CONSULTANT shall file with PIONEER concurrently herewith a Certificate of Insurance, in companies acceptable to PIONEER, with a Best's Rating of no less than A-:VII showing, and complete, certified copies of all required insurance policies, including endorsements affecting the coverage for all policies required by this Agreement. CONSULT ANT shall require all of its subcontractors, subconsultants, and other agents to do the same. Approval of the insurance by PIONEER shall not relieve or decrease any liability of CONSULT ANT.

WORKER'S COMPENSATION AND EMPLOYERS LIABILITY INSURANCE:

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

If there is an exposure of injury to CONSUL TANT' 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 CONSULT ANT, providing insurance for bodily injury liability

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and property damage liability for the limits of liability indicated below and including coverage for:
(1) Contractual liability insuring the obligations assumed by CONSULT ANT in this Agreement.

B. Commercial General Liability Insurance shall be no less broad than ISO form CG 00 01.

Coverage must be on a standard Occurrence form. One of the following forms is required:
(1) Comprehensive General Liability; or
(2) Commercial General Liability (Occurrence).

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:
➔ Two million dollars ($2,000,000) each occurrence
➔ Four million dollars ($4,000,000) aggregate
D. If CONSULTANT carries a Commercial General Liability (Occurrence) policy:
(1) The limits ofliability shall not be less than:
➔ Two million dollars ($2,000,000) each occurrence ( combined single limit for bodily injury and property damage)
➔ Two million dollars ($2,000,000) for Products-Completed Operations Four million dollars ($4,000,000) 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:

Coverage must be on a standard Occurrence form. Claims-Made, modified, limited or restricted Occurrence forms are not acceptable. If any of the required policies provide coverage on a claims-made basis the Retroactive Date must be shown and must be before the Effective Date of the Agreement or the beginning of work. Claims-Made Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, CONSULT ANT m_ust purchase "extended reporting" coverage for a minimum of five ( 5) years after completion of contract work 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. In no cases shall the types of polices be different.

5. ENDORSEMENTS:

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Each policy required herein, other than Professional Errors and Omissions and Worker's Compensation, shall be endorsed with the following specific language:

6. AUTOMOBILE LIABILITY INSURANCE:

Automobile Liability insurance covering bodily injury and property damage in an amount no less than two million dollars ($2,000,000) combined single limit for each occurrence.

Covered vehicles shall include owned, non-owned, and hired automobiles/trucks usmg ISO Business Auto Coverage form CA 00 01 ( or equivalent).

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 per occurrence and $2,000,000 aggregate.

The deductible or self-insured retention may not exceed $50,000. If the insurance is on a Claims-Made basis, the retroactive date shall be no later than the Effective Date of the Agreement or commencement of the work. Coverage shall be continued for two years after the completion of the work by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the work under this Agreement. In the event CONSULTANT's policy is a "claims made" policy only covering those claims made during the policy period, then CONSULTANT agrees to maintain the professional liability insurance required hereunder and with respect to this project in effect for at least three (3) years after acceptance of the work.

8. PRIVACY AND CYBERSECURITY LIABILITY INSURANCE:

9. 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.

ADDITIONAL REQUIREMENTS:

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369617.3
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.

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.

Material Breach - Failure of the CONSULT ANT to maintain the insurance required by this agreement, or to comply with any of the requirements of this section, shall constitute a material breach of the entire Agreement. In the event any policy is canceled prior to the completion of the Agreement and CONSULT ANT does not furnish a new certificate of insurance prior to cancellation, PIONEER has the right, but not the duty, to obtain the required insurance and deduct the premium(s) from any amounts due CONSULTANT under this Agreement.

Subrogation - CONSULTANT hereby waives all rights of subrogation against PIONEER.

CONSULT ANT shall additionally waive such rights either by endorsement to each policy or provide proof of such waiver in the policy itself.

Report of Claims - CONSULTANT shall report to PIONEER, in addition to CONSULTANT's insurer, any and all insurance claims submitted to CONSULTANT's insurer in connection with the services under this Agreement.

Premium Payments and Deductibles - CONSULT ANT must disclose all deductibles and self-insured retention amounts to PIONEER. PIONEER may require Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within retention amounts. Ultimately, PIONEER must approve all such amounts prior to execution of this Agreement.

PIONEER has no obligation to pay any premiums, assessments, or deductibles under any policy required in this Agreement. CONSULTANT shall be responsible for all premiums and deductibles in all of CONSULTANT's insurance policies. The amount of deductibles for insurance coverage required herein are subject to PIONEER's approval.

Duty to Defend and Indemnify - CONSULTANT's duties to defend and indemnify PIONEER under this Agreement shall not be limited by the foregoing insurance requirements and shall survive the expiration or termination of this Agreement.

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EXHIBIT E

CAMPAIGN CONTRIBUTION DISCLOSURE FORM
Local governments are subject to the campaign disclosure provisions detailed in Government Code Section 84308.

Please carefully read the following information to
determine if the provisions apply to you. If you
determine that the provisions are applicable, the
Campaign Disclosure Form must be completed and
returned to Pioneer with your application.

No Pioneer Board member or other Pioneer official shall accept, solicit, or direct a campaign contribution of more than $500 from any party1 financial interested participant,2 or agent3 for 12 months after the Pioneer approves a
contract. This prohibition commences when an application is filed, or a proceeding is otherwise initiated.

A party to a Pioneer proceeding shall disclose on the
record of the proceeding any campaign contribution of more than $500 by a party or agent to any Pioneer member or other Pioneer official during the preceding 12 months. No party to or participant in a Pioneer proceeding, shall make a
contribution of more than $500 to a Pioneer Board member or other Pioneer official during a proceeding and for 12 months after the Pioneer approves a contract. No agent to a party or participant shall make a contribution in any amount to a Pioneer board member or other Pioneer official during the preceding 12 months following the date a final decision is rendered by Pioneer.

A Pioneer Board member or other Pioneer official
who received a campaign contribution of more than $500
within the preceding 12 months from any party, or agent, to a proceeding shall disclose that fact on the record of the proceeding, and shall abstain from participating in the proceeding. However, if he or she receives a contribution that otherwise would require disqualification, and returns the contribution within 30 days of making the decision, or
knowing about the contribution and the relevant proceeding, whichever comes last, , he or she may participate in the proceeding.
"Party" is defined as any person who files an
application for, or is the subject of, a proceeding.
2 "Participant" is defined as any person who actively
supports or opposes a particular decision in a proceeding. 3 "Agent" is defined as a person who represents a party in connection with a proceeding. If an individual acting as an agent also is acting as an employee or member of a
law, architectural, engineering, or consulting firm, or a similar entity or corporation, both the individual and the entity or corporation are agents. When a closed
corporation is a party to a proceeding, the majority
shareholder is subject to these provisions.

To determine whether you or your agent made a campaign
contribution of more than $500 to a Pioneer Board member or other Pioneer official within the preceding 12 months, you must aggregate all such contributions.

Names of current Pioneer Board members and other Pioneer officials are available on Pioneer's website. If you have questions about Government Code Section 84308, FPPC regulations, or the Campaign Disclosure Form, please contact the Pioneer Clerk.

CAMPAIGN CONTRIBUTION DISCLOSURE FORM
(a) __________________ Document:
□ License
□ Lease
□ Permit
□ Franchise
□ Other Contract
□ Other Entitlement
Name and address of any party, participant, or agent, who has contributed more than $500 to any Pioneer Board
Member or other Pioneer official within the preceding 1 2 months:

1. 2.

3. (b) Date and amount of contribution:

Date _________ Amount $ ___ _
Date _________ Amount $ ___ _
(c) Name of Pioneer Board member or other Pioneer official to whom contribution was made:

1. 2.

3. (d) □ Check here If no contributions have been made to any Board member or other Pioneer official in the preceding 12 months.
(e) I certify that the above information is provided to the best of my knowledge.

Printed Name
Signature ______________ _
Date _________ Phone _____ _

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Staff Report – Item 1e
To: The Governing Board
From: Kristoffer Antigua, Power Supply Contracts Manager Item 1e: Adopt Resolution Approving and Authorizing the Chief Executive Officer to Execute a Two-Year Agreement with Pacific Energy Advisors, Inc., for Technical Support in an Amount Not to Exceed $1,040,572
Date: 6/19/2025

RECOMMENDATION
Adopt Resolution approving and authorizing the Chief Executive Officer to execute a two-year Agreement with Pacific Energy Advisors, Inc., for Technical Support in an amount not to exceed $1,040,572.

BACKGROUND
During its ordinary course of business, over 90% of Pioneer Community Energy’s (Pioneer) costs are attributable to procuring energy for its customers. With the limited staff available, Pioneer receives support from its technical consultant to help meet its regulatory requirements and Pioneer Board mandates. Due to the importance of energy procurement and compliance-related reporting requirements, it is critical that Pioneer hire an experienced and independent technical consultant that assists in pro forma and rate analyses, load forecasting, compliance reporting, middle-office, and general position and risk monitoring and reporting (technical support). Pacific Energy Advisors, Inc., (PEA) has a long, and proven track record of providing technical assistance, having launched the first Community Choice Aggregator (CCA) in 2010 and successfully assisting over a dozen CCAs today.

ANALYSIS & DISCUSSION
PEA has been providing technical support to Pioneer since early 2018. The services provided will remain the same and contain the following key items:

1. Technical Support & Regulatory Reporting Services
Working with Pioneer leadership and its designated Scheduling Coordinator, PEA will assist in managing Pioneer’s power resources portfolio in accordance with Pioneer’s adopted policies and applicable regulatory requirements. PEA will support Pioneer in the areas of resource planning, portfolio management, rate setting, electric procurement, and regulatory reporting activities related to electric power supply. The following tasks are included within this service area:
(a) Maintain Annual and Long-Term Sales Forecast:

1. Prepare and maintain Pioneer customer and electric sales forecasts including forecast of 1) monthly enrolled accounts, megawatt hours (“MWh”) and megawatts (“MW”) by load profile group; and 2) monthly coincident peak MW and hourly MW for the Pioneer system.

2. Update long-term sales forecasts biannually and as frequently as necessary; monitor accuracy of load forecast monthly; consider adjustment if the variance exceeds the threshold of 5% forecast error.
(b) Electric Supply Management:

1. Maintain load and resource balance model to identify incremental electric procurement needs in consideration of quantified open positions, Pioneer resource and risk Plf)NEER

COMMUNITY ENERGY
Agenda Item: 1e Agenda Date: 6/19/2025

Page 2 of 4 ends

management policies, and applicable regulatory requirements; coordinate with management to develop procurement strategies to address electric resource needs.

2. Monitor net open positions and provide monthly reporting of net open positions mark-to-market valuation, credit exposure, and value-at-risk pursuant to Pioneer risk management policies.

3. Support procurement and/or sales of energy, capacity and renewable products including preparing requisite solicitation documents, participating in supplier/developer communications, providing analytical support during proposal/bid evaluation, supporting contract negotiations, and other related, as-needed activities.

4. Annually, prepare and update internal resource plans, including ten-year load and resource projections.

5. Assist staff with the review and validation of periodic invoices received from Pioneer’s Scheduling Coordinator and electric suppliers to ensure charges are consistent with contract terms; bring any identified discrepancies to management’s attention; and support attempts to resolve issues with counterparties.

6. Monitor energy market activities, including pricing trends and forward curves related to market energy, renewable energy and capacity.

7. Prepare forecast of power supply expenses for the annual budget.

8. Maintain/manage relationships with qualified suppliers of requisite energy products:
participate in periodic calls, email exchanges and other communications with and/or on behalf of Pioneer.

9. Maintain deal tracking and energy risk management system for Pioneer’s energy and capacity contracts.
(c) Regulatory Compliance:

1. Assist with management of renewable energy portfolio per state/program standards; prepare Renewable Portfolio Standards (“RPS”) compliance filings and serve as Pioneer’s liaison with pertinent regulatory agencies for matters related to RPS compliance.

2. Assist with management of Pioneer’s Western Renewable Energy Generation Information System (“WREGIS”) account and various subaccounts, including report preparation, certificate transfer review and retirement (to facilitate mandatory and regulatory compliance), as-needed generator registration (example: Feed-In Tariff projects under contract with Pioneer) and other account management activities. Provide support during third-party audit processes, if applicable (i.e. for a voluntary 100% renewable energy product, should Pioneer choose to pursue Green-e Energy certification for such a product option), including data gathering and analysis, reporting and liaison activities with Pioneer’s selected auditor and Green-e Energy staff.

3. Manage Resource Adequacy compliance activities per state/program standards; prepare year-ahead and month-ahead peak demand forecasts and resource adequacy compliance demonstration filings; coordinate with Pioneer’s Scheduling Coordinator and regulatory agencies to address and resolve possible discrepancies that may arise during compliance review.

4. Provide data analysis and assist in preparing reports related to the California’s Power Source Disclosure Program, including technical elements of Power Content Label development and review; such support may also entail regulatory liaison activities required to successfully complete applicable reports.

5. Prepare compliance filings pursuant to the California Energy Commission’s biennial Integrated Energy Policy Report, Quarterly Fuels and Energy Report, and the U.S. Energy Information Agency monthly EIA-826 and annual EIA-861 reports.

6. PEA will prepare the required compliance documentation under this task and coordinate with Pioneer’s regulatory personnel or contractors, who will be responsible for formal submission of filings to the appropriate regulatory body.

Agenda Item: 1e Agenda Date: 6/19/2025

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(d) Financial Modeling and Rate Setting:

1. Aid Pioneer in maintaining its financial models and support Pioneer staff in preparing annual budgets and conducting related scenario analyses.

2. As necessary, coordinate with Pioneer and its financial advisors regarding matters that may impact Pioneer’s financial standing, debt levels, electric rates, annual budget, resource planning and other key concerns.

3. Assist with the development of proposed Pioneer rate schedules and PG&E rates benchmarking.

2. Regulatory Support & Other Services - this task includes as-needed regulatory and other consulting services not included in Task 1. These services are generally expected to fall within the following support areas:
(a) Regulatory Support:

1. Provide technical expertise, analysis and advice in relation to pertinent regulatory proceedings. Such services shall entail periodic reviews and editorial support during comment/brief drafting as well as coordination with Pioneer staff/advisors on such matters.

2. Provide support for other regulatory compliance filings and reports such as those that may relate to storage mandates or mandated resource plans.

3. Update Implementation Plan as necessary to address any changes to Pioneer membership or service territory.
(b) Expert Witness Services: Includes preparing testimony and related expert witness services; representation in hearings and workshops; and lead/primary drafting responsibilities regarding comments and briefs.
(c) CCA Expansion Analyses: Includes historical data evaluation and pro forma operating projections for new communities that may be added to Pioneer’s membership. CCA Expansion Analyses will also include assistance with the preparation of requisite CCA Implementation Plan & Statement of Intent Amendments/Addenda, as required by the State of California. PEA will coordinate with Pioneer’s management team prior to the completion of any CCA Expansion Analyses to develop a mutually agreeable schedule for completion and budget.
(d) Other Implementation Support/Staff Augmentation, not included in Task 1, as requested.

Agenda Item: 1e Agenda Date: 6/19/2025

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The attached contract is for the continuation of services provided by PEA and is directly related to the amount of time spent on technical support related to Pioneer’s needs.

FISCAL IMPACT
The recommendation results in a fiscal impact of up to $1,040,572 from September 1, 2025, through August 31, 2027. The monthly fixed payments over the two-year period are as follows: $33,427 from 9/1/25 to 12/31/25, $34,430 from 1/1/26 to 12/31/26, and $35,463 from 1/1/27 to 8/31/27 (totaling $830,572). Moreover, an additional $105,000 per year (totaling $210,000) budget for expansion analyses and filings. The Fiscal Year 2025-26 costs have been included in the recommended budget.

ATTACHMENTS
• Resolution Approving and Authorizing the Chief Executive Officer to Execute a Two-Year Agreement with Pacific Energy Advisors, Inc., for Technical Support in an Amount Not to Exceed $1,040,572.

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

AND AUTHORIZING THE CHIEF EXECUTIVE

OFFICER TO EXECUTE A TWO-YEAR

AGREEMENT WITH PACIFIC ENERGY
ADVISORS, INC., FOR TECHNICAL SUPPORT
IN AN AMOUNT NOT TO EXCEED $1,040,572
Resolution No.: -----
The following Resolution was duly passed by the Governing Board of Pioneer Community Energy at a regular meeting held June 19, 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's operating budget is comprised of 90% in power supply related expenses; and WHEREAS, electricity is one of the most volatile commodities in the world that requires a strong technical consultant to provide advice; and
WHEREAS, it is critical that Pioneer commission an experienced and independent technical consultant that assists in pro forma and rate analysis, load forecasting, compliance reporting, middle-office, general position and risk monitoring, and reporting; and WHEREAS, Pacific Energy Advisors, Inc., has been Pioneer's technical consultant since launching in 2018; and
WHEREAS, a competitive solicitation requirement is hereby dispensed and a sole source procurement with Pacific Energy Advisors, Inc., (PEA) is justifiably in the best interest of Pioneer for the following reasons:
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Resolution 2025-xx
June 19, 2025
• PEA and its founding principals have a long, and proven track record of providing consultancy work in proforma and rate analyses, load forecasting, energy procurement, compliance reporting, and general position and risk monitoring and reporting (technical assistance) since 2006.
• PEA provides technical assistance to over a dozen CCAs today, having launched the first Community Choice Aggregator (CCA) in 2010.
• PEA has been successfully providing excellent technical assistance to Pioneer since 2018 and is the only vendor that can provide this level and type of service. • PEA has provided dozens of feasibility studies, impact assessments, and implementation plans for CCAs that have expanded throughout all investor-owned utilities' service territories, including Pioneer's expansions.

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

2. The Governing Board hereby approves and authorizes the Chief Executive Officer to execute a two-year agreement with PEA for technical support, in substantially the form attached, from September 1, 2025, through August 31, 2027, in an amount not to exceed $1,040,572 with any minor clerical or clarifying changes proposed by the Chief Executive Officer and approved by General Counsel.

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

Exhibit A: Consultant Services Agreement with PEA
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Administering Agency: Pioneer Community Energy
Contract No.

Contract Description:

CONSULTANT SERVICES AGREEMENT
THIS AGREEMENT is made at Rocklin, California, as of ______ , 2025 (the "Effective Date"), by and between Pioneer Community Energy, (""Pioneer""), and Pacific Energy Advisors, Inc. ("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. Pioneer shall have the right to request, in writing, changes in the scope of services. Any such changes mutually agreed upon by the parties, and any corresponding increase or decrease in compensation, shall be incorporated by written amendment to this Agreement. Consultant shall not be reimbursed for any expenses incurred for work performed outside the scope of services in Exhibit A unless prior written approval is given by Pioneer through a fully executed written amendment.

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. Pioneer shall not withhold applicable taxes or other payroll deductions from payments made to Consultant except as otherwise required by law. Consultant shall be solely responsible for calculating, withholding, and paying all taxes. Notwithstanding any other terms of this Agreement, no payments shall be made to Consultant until Pioneer is satisfied that the services are satisfactory. The amount of the contract shall not exceed One Million Forty Thousand Five Hundred Seventy-two Dollars ($1,040,572).

4. Consultant's Representations. Consultant represents that it is fully qualified to perform the services described in Exhibit A by virtue of its experience and the training, education and expertise of its principals and employees. Consultant further represents that it is willing to accept responsibility for performing such services in accordance with the terms and conditions in this Agreement. Consultant shall perform in accordance with generally accepted professional practices and standards as well as the requirements of applicable federal, state and local laws, it being understood that acceptance of Consultant's work by Pioneer shall not operate as a waiver or release.

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5. 6.

7. 8.

9. 10.

11. Exhibits. All exhibits referred to herein will be attached hereto and by this reference incorporated herein. In the event of any material discrepancy between the provisions of this Agreement and its exhibits, the provisions of this Agreement shall prevail.

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. '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.

Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary for the satisfactory performaqce 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.

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

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 requirements shall be included in Consultant's fee(s). These costs shall not be a "reimbursable" expense under any circumstances.

Relationship of Parties.

A. Consultant is, and shall at all times remain as to Pioneer, a wholly independent contractor.

Consultant, its officers, employees and agents shall not represent to any person or party that it or they are acting as agents of Pioneer or that it or they have the power to bind or commit Pioneer.

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. Except as otherwise provided herein, Consultant shall not subcontract any services to be performed without amending this Agreement. Consultant shall be responsible to Pioneer for all services to be performed under this Agreement.

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13. Personnel.

C. Pioneer shall pay Consultant for work performed by its subconsultants, if any, only as set forth in Exhibit B. Consultant shall be liable and accountable for any and all payments, compensation, and federal and state taxes to all subconsultants perfonning services under this Agreement. Pioneer shall not be liable for any payment, compensation, or federal and state taxes for any subconsultants.

14. Notification of Organizational Changes. Consultant shall notify Pioneer, in writing, of any change in name, ownership or control of Consultant's firm or of any subconsultant. Change of ownership or control of Consultant's firm may require an amendment to this Agreement.

15. 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. Consultant shall keep itself fully informed of and in compliance with all local, state, and federal laws, rules, and regulations in any manner affecting the perfonnance of this Agreement, including all Cal/OSHA requirements, the conflict-of-interest provisions of California Government Code section 1090, and the Political Reform Act (Government Code§ 81000 et seq.).

17. Termination.

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19. 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, digital original and copies, 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. Pioneer shall have the benefit of such work as may have been completed up to the time of such termination. The foregoing is cumulative and does not affect any right or remedy, which Pioneer may have in law or equity. 4) Notwithstanding the foregoing, should Consultant fail to perform any of its obligations hereunder within the time and in the manner provided or otherwise violate any of the terms of this Agreement, Consultant shall be compensated as above, provided there shall be deducted from such amount the amount of damage if any, sustained by Pioneer by virtue of Consultant's breach of this Agreement.

Pioneer shall have the benefit of such work as may have been completed up to the time of such termination
Contract Term. This Agreement shall remain in place until the Scope of Services described in Exhibit A is completed, or until terminated pursuant to Section 17 of this Agreement.

Non-Discrimination. Consultant shall not discriminate against any employee or applicant for employment because of race, sex (including pregnancy, childbirth, or related medical condition), creed, national origin, color, disability as defined by law, disabled veteran status, Vietnam veteran status, religion, age ( 40 and above), medical condition ( cancer-related), marital status, ancestry, sexual orientation, or any other unlawful basis. Employment actions to which this provision applies shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; or in terms, conditions or privileges of employment, and selection for training.

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20. Records. Consultant shall maintain, at all times, complete detailed records with regard to work performed under this Agreement in a form acceptable to Pioneer for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement, 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. In addition, pursuant to Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds ten thousand dollars, all such documents and this Agreement shall be subject to the examination and audit of the State Auditor, at the request of Pioneer or as part of any audit of Pioneer, for a period of three (3) years after final payment under this Agreement.

21. 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. No such written products shall be the subject of a copyright application by Consultant. Notwithstanding the foregoing, Pioneer and Consultant recognize that certain spreadsheets and programs to be used by Consultant in connection with services provided under the Agreement are proprietary to Consultant, and such spreadsheets and programs shall not be subject to the provisions of this Section 21.

22. Waiver. No provision, covenant, or condition of this Agreement shall be deemed to have been waived by Pioneer or Consultant unless in writing signed by one authorized to bind the party asserted to have consented to the 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.

23. Conflict oflnterest. Consultant represents that it has no known relationships with third parties, Pioneer Board members, or employees of Pioneer which would (1) present a conflict of interest with the rendering of services under this Agreement under California Government Code section l 090, the Political Reform Act (Government Code section 81000 et seq.), or other applicable law, (2) prevent Consultant from performing the terms of this Agreement, or (3) present a significant opportunity for the disclosure of confidential information. 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.

24. Campaign Contributions. This Agreement is subject to Government Code section 84308, as amended by Senate Bill 1439 (2022), Senate Bill 1181 (2024), and Senate Bill 1243 (2024).

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

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PIONEER COMMUNITY ENERGY:

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

Pacific Energy Advisors, lnc
Attn: John Dalessi
1839 Iron Point Road, Suite 120
Folsom, CA 95630
[email protected]
Phone: 916-936-3301
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.

30. Multiple Phase Proiects. Pursuant to Government Code section 1097.6, Consultant's duties and services under this Agreement shall not include preparing or assisting Pioneer with any portion of the Pioneer's preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with Pioneer. Pioneer shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Consultant's participation in the planning, discussions, or drawing of project plans or specifications, if any, shall be limited to conceptual, preliminary, or initial plans or specifications.

Consultant shall cooperate with the Pioneer to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by Consultant, if any, pursuant to this Agreement.
31 . Remedies Non-Exclusive. Each right, power and remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise shall be cumulative and shall be in addition to every other right, power, or remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise. The exercise, the commencement of the exercise, or the forbearance from the exercise by any party of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by such party of any or all of such other rights, powers or remedies.

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32. 33.

34. 35.

36. Confidentiality. All data, documents, discussion, or other information developed or received by Consultant for performance of this Agreement are deemed confidential and Consultant shall not disclose it without prior written consent by Pioneer. Pioneer shall grant such consent if disclosure is legally required. All Pioneer data shall be returned to Pioneer upon the termination or expiration of this Agreement.

Successors & Third-Party Beneficiaries. This Agreement shall be binding on the successors and assigns of the parties. Except as expressly stated herein, there is no intended third-party beneficiary of any right or obligation assumed by the parties.

Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, then such term or provision shall be amended to, and solely to the extent necessary to, cure such invalidity or unenforceability, and shall be enforceable in its amended form. In such event, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

No Presumption Against Drafter. Each party had an opportunity to consult with an attorney in reviewing and drafting this agreement. Any uncertainty or ambiguity shall not be construed for or against any party based on attribution of drafting.

Counterparts; Electronic Signatures. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument. The parties acknowledge and agree that this Agreement may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. Without limitation, "electronic signature" shall include faxed or emailed versions of an original signature, electronically scanned and transmitted versions (e.g., via pdf) of an original signature, or a digital signature. - 9 - Approved foruse: l /1 /2025
369617.2
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:

PACIFIC ENERGY ADVISORS, INC
By:

Name: John Dalessi
Title: President/CEO
By:*
Name: Christian Kirby Dusel
Title: Vice President/CFO
*If Consultant is a corporation, this agreement must be signed by two corporate officers: (I) the chairperson, president, or any vice president; and (2) the secretary, any assistant secretary, the chief financial officer, or any assistant treasurer. (Civ. Code§ 313.), 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
E. Campaign Contribution Disclosure Form
- 5 -
369617.3

EXHIBIT A

SCOPE OF SERVICES
Task 1. Technical Support & Regulatory Reporting Services Working with Pioneer leadership and its designated Scheduling Coordinator, PEA will assist in managing Pioneer's power resources portfolio in accordance with Pioneer's adopted policies and applicable regulatory requirements. PEA will support Pioneer in the areas of resource planning, portfolio management, rate setting, electric procurement, and regulatory reporting activities related to electric power supply. The following tasks are included within this service area:
(a) Maintain Annual and Long-Term Sales Forecast:

1. Prepare and maintain Pioneer customer and electric sales forecasts including forecast of: 1) monthly emolled accounts, megawatt hours ("MWh") and megawatts ("MW")by load profile group; and 2) monthly coincident peak MW and hourly MW for the Pioneer system.

2. Update long term sales forecasts biannually and more frequently as necessary; monitor accuracy of load forecast on monthly basis; consider adjustment if variance exceeds threshold of 5% forecast error. (b) Electric Supply Management:

1. Maintain load and resource balance model to identify incremental electric procurement needs in consideration of quantified open positions, Pioneer resource and risk management policies, and applicable regulatory requirements; coordinate with management to develop procurement strategies to address electric resource needs.

2. Monitor net open positions and provide monthly reporting of net open positions mark-to-market valuation, credit exposure, and value-at-risk pursuant to Pioneer risk management policies.

4. Annually, prepare and update internal resource plans, including ten-year load and resource projections.

5. Assist staff with the review and validation of periodic invoices received from Pioneer's Scheduling Coordinator and electric suppliers to ensure charges are consistent with contract terms; bring any identified discrepancies to management's attention; and support attempts to resolve issues with counterparties.

6. Monitor energy market activities, including pricing trends and forward curves

Page 1 ends

to Consultant Services Agreement
369617.3
relatedto market energy, renewable energy and capacity.

7. Prepare forecast of power supply expenses for annual budget.

8. Maintain/manage relationships with qualified suppliers of reqms1te energy products: participate in periodic calls, email exchanges and other communications with and/or on behalf of Pioneer.

9. Maintain deal tracking and energy risk management system for Pioneer's energy and capacity contracts.
(c) Regulatory Compliance:

1. Assist with management of renewable energy portfolio per state/program standards; prepare RenewablePortfolio Standards ("RPS") compliance filings and serve as Pioneer's liaison with pertinent regulatory agencies for matters related to RPS compliance.

2. Assist with management of Pioneer's Western Renewable Energy Generation Information System ("WREGIS") account and various subaccounts, including report preparation, certificate transfer review and retirement (to facilitate mandatory and regulatory compliance), as-needed generator registration (example:

Feed-In Tariff projects undercontract with Pioneer) and other account management activities. Provide support during third-party audit processes, if applicable (i.e. for a voluntary 100% renewable energy product, should Pioneer choose to pursue Green-e Energy certification for such a product option), including data gathering and analysis, reporting and liaison activities with Pioneer's selected auditor and Green-e Energy staff.

3. Manage Resource Adequacy compliance activities per state/program standards; prepare year-ahead and month-ahead peak demand forecasts and resource adequacy compliance demonstration filings; coordinate with Pioneer's Scheduling Coordinator and regulatory agencies to address and resolve possible discrepancies that may arise during compliance review.

4. Provide data analysis and assist in preparing reports related to the California's Power Source Disclosure Program, including technical elements of Power Content Label development and review; such support may also entail regulatory liaison activities required to successfully complete applicable reports.

5. Prepare compliance filings pursuant to the California Energy Commission's biennial Integrated Energy Policy Report, Quarterly Fuels and Energy Report, and the U.S. Energy Information Agency monthly EIA-826 and annual EIA-861 reports.

6. PEA will prepare required compliance documentation under this task and coordinate with Pioneer's regulatory personnel or contractors, who will be responsible for formal submission of filings to the appropriate regulatory body. (d) Financial Modeling and Rate Setting:

1. Provide assistance to Pioneer in maintaining its financial models and support Pioneer staff in preparing annual budgets and conducting related scenario analyses.

2. As necessary, coordinate with Pioneer and its financial advisors with regard to matters that may impact Pioneer's financial standing, debt levels, electric

Page 2 ends

to Consultant Services Agreement
369617.3
rates, annual budget, resource planning and other key concerns.

3. Assist with the development of proposed Pioneer rate schedules and PG&E rates benchmarking.

Task 2. Regulatory Support & Other Services
This task includes as-needed regulatory and other consulting services not otherwise included in Task 1. These services are generally expected to fall within the following support areas:
(a) Regulatory Support:

2. Provide supp01i for other regulatory compliance filings and reports such as those that may relate to storage mandates or mandated resource plans.

3. Update Implementation Plan as necessary to address any changes to Pioneer membership or service territory.
(b) Expert Witness Services: Includes preparing testimony and related expe1i witness services; representation in hearings and workshops; and lead/primary drafting responsibilities with regard to comments and briefs.
(c) CCA Expansion Analyses: Includes historical data evaluation and pro forma operating projections for new communities that may be added to Pioneer's membership. CCA Expansion Analyses will also include assistance with the preparation of requisite CCA Implementation Plan & Statement of Intent Amendments/ Addenda, as required by the State of California. PEA will coordinate with Pioneer's management team prior to the completion of any CCA Expansion Analyses to develop a mutually agreeable schedule for completion and budget.
(d) Other Implementation Support/Staff Augmentation, not included in Task I, as requested.

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369617.3

EXHIBIT B

PAYMENT FOR SERVICES RENDERED
Maximum Limit & Fee Schedule
The total amount for services rendered not to exceed $1,040,572.

Billing Rates and Fee Schedule
Task 1. Technical Support & Regulatory Reporting Services For the period commencing September 1, 2025 through and including August 31, 2027, PEA will bill Pioneer a flat monthly fee for all services detailed in Task 1 as reflected in the following table:

Month of Seivice Month of Seivice
Delivery Task 1 Rat Fee Delivery Task 1 Rat Fee
Sep-25 $ 33,427 Sep-26 $ 34,430
Oct-25 $ 33,427 Oct-26 $ 34,430
Nov-25 $ 33,427 Nov-26 $ 34,430
Dec-25 $ 33,427 Dec-26 $ 34,430
J:m-26 $ 34,430 Jan-27..-$ 35,463
Feb-26 $ 34,430 Feb-27 $ 35,463
Mar-26 $ 34,430 Mar-27 $ 35,463
Apr-26 $ 34,430 Apr-27 $ 35,463
May-26 $ 34,430 May-27 $ 35,463
J.m-26 $ 34,430 .l.ln-27 $ 35,463
.l.ll-26 $ 34,430 .l.ll-27 $ 35,463
faJ.Jg-26 $ 34,430 faJ.Jg-27 $ 35,463
Task 2. Regulatory Support & Other Services
All services performed by PEA on behalf of Pioneer under Task 2 shall be billed according to thefollowing PEA Rate Schedule:

PEA Rate Schedule
Staff
Senior Executive
Staff
Managing Director
Director
Associate Director
Page l of Exhibit B
to Consultant Services Agreement
369617.3
Hourly
Rate*
$400
$380
$360
$340
Invoices
Managing $320
Consultant
Senior Consultant $300
Consultant $280
Analyst $260
*PEA's hourly rates will be increased by 3%
on January 1st of each year.

Invoicing shall occur monthly. Invoices shall 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.

Submit all invoices to:

Page l of Exhibit B
Pioneer Community Energy
Attn: Eric Acedo
[email protected]
2510 Warren Drive, Suite B
Rocklin, CA 95677
to Consultant Services Agreement
3696 17.3

EXHIBITC

FACILITIES, EQUIPMENT, AND OTHER

MATERIALS, AND OBLIGATIONS OF PIONEER
(Specify all equipment and facilities to be provided or made available by Pioneer, and any other Pioneer obligations.)
Page l of Exhibit C
to Consultant Services Agreement
369617.3

NOT APPLICABLE

EXHIBITD

HOLD HARMLESS AGREEMENT

AND INSURANCE REQUIREMENTS

1. HOLD HARMLESS AND INDEMNIFICATION AGREEMENT
A. To the fullest extent permitted by law, 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, reasonable attorneys' fees for counsel of Pioneer's choice, expert fees, and all other expenses incurred by PIONEER arising in favor of any party, including claims, liens, debts, personal injuries, death, or damages to any real or personal property (including employees or property of PIONEER) and without limitation by enumeration, all other claims or demands of every character occurring or in any way incident to, in connection with or arising directly or indirectly out of, the Agreement, CONSULTANT's performance under this Agreement, or CONSULTANT'S failure to comply with any provision in this Agreement.

CONSUL TANT agrees to investigate, handle, respond to, provide defense for, and defend any such claims, demand, or suit at the sole expense of the CONSULTANT.

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

PIONEER's right to indemnity under this Agreement shall arise immediately upon the occurrence of the event giving rise to the indemnified liability. PIONEER shall be entitled to a defense under this Agreement immediately upon the institution of a claim or action that is covered by this indemnity, even though liability for said claim or action has not yet been determined at the time the duty to defend the PIONEER hereunder has arisen. CONSULT ANT shall not be entitled to any refund of attorneys' fees, defense costs or expenses in the event that it is adjudicated to have been non-negligent.

CONSULT ANT shall not be required to indemnify PIONEER for such loss or damage as is caused by the active negligence, sole negligence, or willful misconduct of PIONEER.

B. As used in this section, the term PIONEER means
Pioneer or its officers, agents, employees, and volunteers. The term CONSUL TANT means Consultant, its officers, employees, servants, agents, or subconsultants, or anyone directly or indirectly employed by either Consultant or its subconsultants, in the performance of this Agreement.

C. The obligations of CONSULT ANT set forth herein
are not limited by the provisions of any workers' compensation or similar statute.

CONSULT ANT expressly waives its statutory immunity under such statutes or laws as to PIONEER.

D. PIONEER does not waive any indemnity rights by
accepting any insurance policy or certificate required pursuant to this Agreement.

CONSULTANT's indemnification obligations apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense.

Page I of Exhibit D
to Consultant Services Agreement · 3696 I 7.3
E. PIONEER may request a deposit for defense costs
from CONSULT ANT with respect to a claim. If PIONEER requests a defense deposit, CONSULTANT shall provide it within 15 days of the request.

2. INSURANCE:

CONSULTANT shall file with PIONEER concurrently herewith a Certificate of Insurance, in companies acceptable to PIONEER, with a Best's Rating of no less than A-:VII showing, and complete, certified copies of all required insurance policies, including endorsements affecting the coverage for all policies required by this Agreement. CONSULT ANT shall require all of its subcontractors, subconsultants, and other agents to do the same. Approval of the insurance by PIONEER shall not relieve or decrease any liability of CONSULT ANT.

3. WORKER'S COMPENSATION AND EMPLOYERS LIABILITY INSURANCE:

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

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

4. GENERAL LIABILITY INSURANCE:

A. Comprehensive General Liability or Commercial General Liability insurance covering all operations by or on behalf of CONSULT ANT, providing insurance for bodily injury liability

Page 2 ends

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369617.3

Page 1 of 4 ends

Staff Report – Item 1f
To: The Governing Board
From: Nick Yurashku, Manager of Quantitative Analysis and Modeling Item 1f: Adopt Resolution Approving and Authorizing the Chief Executive Officer to Execute an Amendment Authorizing an Additional $224,875 to an Agreement with cQuant.IO Inc., for Portfolio Optimization and Slice-of-Day Compliance Requirements Support in an Amount Not to Exceed $454,875
Date: 6/19/2025

RECOMMENDATION
Adopt Resolution approving and authorizing the Chief Executive Officer to execute an Amendment authorizing an additional $224,875 to an Agreement with cQuant.IO Inc., for Portfolio Optimization and Slice-of-Day Compliance Requirements Support in an amount not to exceed $454,875.

BACKGROUND The California Public Utilities Commission (CPUC) has issued several critical decisions aimed at enhancing grid reliability and preventing rolling blackouts. Specifically, Decision 21-06-035 (Mid-term Reliability or MTR) and Decision 23-02-040 (Updating and Adding to D.21-06-035 MTR) mandated that all load-serving entities procure additional energy capacity. These decisions highlight the urgent need for advanced technology to manage and optimize energy portfolios effectively.

The CPUC has also developed reforms to its processes, including a “slice-of-day” resource adequacy program designed to ensure that load-serving entities procure sufficient resources to meet peak demand and charge system batteries after solar energy declines at the end of the day. Specifically, the CPUC’s 24-hour slice-of-day framework requires each load-serving entity to demonstrate enough capacity to satisfy its specific gross load profile — including a planning reserve margin — in all 24 hours on the ISO’s “worst day” of each month. “Worst day” is defined as the day of the month that contains the hour with the highest peak load forecast. The SOD compliance requirement begins in 2025.

ANALYSIS & DISCUSSION
In its compliance efforts with the CPUC directives, Pioneer is committed to adopting cutting-edge solutions that assist in portfolio optimization and slice-of-day compliance. These capabilities are essential for selecting resources that best fit Pioneer’s portfolio, pricing the resource appropriately, balancing supply and demand, optimizing resource dispatch, and ensuring the reliability of the energy grid. The unique demands of our energy landscape require sophisticated tools that can handle the complexities of modern energy markets and regulatory requirements.

Pioneer’s decision to continue to partner with cQuant is driven by the need for a solution that not only meets but exceeds these requirements. cQuant’s suite of products offers unparalleled capabilities in simulating spot and basis prices, optimizing plant dispatch, and forecasting load. Its advanced battery storage optimization and renewable energy valuation tools are particularly valuable in aligning with the CPUC’s mandates and supporting Pioneer’s strategic goals. Most importantly, it is also the only vendor that currently offers the ability to analyze portfolios on an SOD basis – exemplified below in Table 1. cQuant’s SOD model is designed to accurately account for resource adequacy obligations and calculate qualifying capacity from intermittent generation and battery storage resources and contracts according to the official slice of day framework outlined by the CPUC.

Plf)NEER

COMMUNITY ENERGY
Agenda Item: 1f Agenda Date: 6/19/2025

Page 2 of 4 ends

Table 1: Example of Pioneer’s SOD Chart Requirement and Portfolio Resources Monthly Report cQuant offers unique and market-leading technology that stands out and has been used by Pioneer in several key areas:

1. User-Friendly Interface: The cQuant suite of products is highly user-friendly, enabling easier data uploads, downloads, and manipulation. Its entirely web-based interface allows access from anywhere with internet connectivity. After a comprehensive hands-on workshop, our staff unanimously agreed that cQuant’s interface was the best available, significantly enhancing our operational efficiency.

2. Modular Design: The modular design of cQuant allows for the efficient running of individual models, which can be linked together to form an analytical chain, significantly increasing the efficiency of commonly run processes.

3. Robust Error Handling: cQuant has an intuitive error handling system that clearly identifies where issues lie when incorrect data is inputted. This feature is critical for reducing downtime and ensuring accuracy, as other systems often fail to provide sufficient guidance for resolving input errors. cQuant has been answering all questions and addressing bugs within 24 hours.

The following are the details of the services used:
• Spot Price Simulation: Simulate hourly and sub-hourly spot prices over a user-defined time horizon by parameterizing a stochastic simulation against historical data along with a liquid traded forward price curve.

Table 2: Distributions of Spot Prices, Renewable PPAs and Load • Basis Simulation: Simulate hourly and sub-hourly basis price spreads over a user-defined time horizon by parameterizing a stochastic simulation against spot price simulation outputs.

Aggregation level
By Asset
Slice of Day Resou rce Adequacy
Granularity
Daily
Variable Distributions
-- --
Obligation
PioneerRA_ Obligation
/
..-c '--'.

Variable Types
spot renewable load
Year-Month
2025-06
~ .. "' ~~ --:---;
Year
2025
l
- 0
- ~~::.:;
COCOPP_2_CTG4
_Allocatlon_Single_cyde I COLUSA._2._Pl.lXJ
EDWARD_2.__ES2BT.3
ELOOR0_7_UNIT_ l
ELDOR0_7_UNrT_2
GIUI.OY_l_UNIT
HINSON_6_L8ECHI
MSCG_NOB_l _f _IMSOlO
PGCC_l_PORPI 9
l'GCC_ l _PORP35
PGEB_2.__PORP80
PGF1_2_PDRP68
PGF1__2_PORP87
PGF1_2_PORP97
PGKN_2.__PDRJ>41
■ AlO_Load
■ Al_LOad
A6_Load
AG_Load
- 0
1111
■ DLAP _PGAE-APND
■ E19P_ Load
El9S_ Load
El_Load
■ E20f>_ Load
■ E20S_Load
E20T_Load
E7_Load
LS_Load
TCl_Load
Agenda Item: 1f Agenda Date: 6/19/2025

Page 3 of 4 ends

• Plant Dispatch Optimization: Optimize plant dispatch of traditional resources such as natural gas, biomass (a resource Pioneer is advocating for in California), biogas, and geothermal. • Advanced Battery Storage Optimization: Value and optimize storage technology dispatch to simulated power and ancillary services prices while maintaining operational constraints. This is particularly valuable when used with simulated solar dispatch to value solar plus storage contracts.

The California Public Utilities Commission (CPUC) has mandated that all load-serving entities procure additional energy capacity to aid grid reliability and prevent rolling blackouts, making this feature indispensable.
• Load Forecasting: Forecast hourly or sub-hourly loads over a user-defined time horizon using a stochastic simulation model based on historical data.

Table 3: Retail Load by Rate Class
• ReAssure Renewable Energy Valuation: Compute the fair market value, forecast future energy production, and assess the risk for renewable energy contracts and production facilities.

Table 4: cQuant PPA and ABSO Model Showing Extrinsic Value of Storage + Battery Asset • Net Position at Risk Composite: Generate cash flow at risk (CFaR) and gross margin at risk (GMaR) reports for a portfolio of generation assets and financial positions, or for individual assets. Compute analytical value at risk (VaR) for a portfolio of financial contracts. • Retail Pricing: Add forecasted retail revenue to net position metrics and asset valuation reporting.

To ensure comprehensive coverage across our operations, Pioneer staff will retain three user licenses.

Granularity
Monthly
Peak Period
ATC
ANPR Confidence Interval Plot
Granularity
Monthly
Subportfolio
Paired
Time Series Comparison
Attribute
MWH_RETAIL
Stats
Mean PS P95
Attribute
Total
Peak Period
ATC
Variable
Volume
Aggregation Level
Agg_RateClass
Dates
2025-01
Variable
NetCashFlow
Stats
Mean PS P95
- ShellSola r BatteryRFP-Apr14,2025 -\12 - She llSolarBattery RFP- Apr l4,2025 -V2 - Deterministic 2030-12
Subportfolio
A1 A6 E1 E19S E7
Aggregation Level
Agg_Paired
Dates
- lntrinsicValue
liil S09.23M
11111 Tota! Expected Value
liil S13.94M
,,,. - 0
- 0
Agenda Item: 1f Agenda Date: 6/19/2025

Page 4 of 4 ends

STRATEGIC PLAN
The recommendation supports the Operational Optimization goal.

FISCAL IMPACT
This contract would have a fiscal impact of up to $224,875 from July 22, 2025, to July 21, 2026. The Fiscal Year 2025-26 costs have been included in the recommended budget.

ATTACHMENTS

1. Resolution Approving and Authorizing the Chief Executive Officer to Execute an Amendment Authorizing an Additional $224,875 to an Agreement with cQuant.IO Inc., for Portfolio Optimization and Slice-of-Day Compliance Requirements Support in an Amount Not to Exceed $454,875.

2. cQuant.IO Inc. Consultant Services Agreement Amendment No. 1

3. cQuant.IO Inc. Consultant Services Agreement
Before the Governing Board of
Pioneer Community Energy
Resolution No.: ____________
The following Resolution was duly passed by the Governing Board of Pioneer Community Energy at a regular meeting held June 19, 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) has placed Portfolio Optimization and Slice-of-Day Compliance Requirements Support as a high priority; WHEREAS, cQuant.IO’s Inc. (cQuant) software provides Pioneer with Slice-of-Day (SOD) and optimization algorithms are unique, and needed for the following reasons:
• Spot Price Simulation: Simulate hourly and sub-hourly spot prices over a user-defined time horizon by parameterizing a stochastic simulation against historical data along with a liquid traded forward price curve.
• Basis Simulation: Simulate hourly and sub-hourly basis price spreads over a user-defined time horizon by parameterizing a stochastic simulation against spot price simulation outputs.
• Plant Dispatch Optimization: Optimize plant dispatch of traditional resources such as natural gas, biomass (a resource Pioneer is advocating for in California), biogas, and geothermal.

In the matter of:

Resolution APPROVING AND AUTHORIZING THE CHIEF

EXECUTIVE OFFICER TO EXECUTE AN AMENDMENT
AUTHORIZING AN ADDITIONAL $224,875 TO AN
AGREEMENT WITH CQUANT.IO INC., FOR PORTFOLIO

OPTIMIZATION AND SLICE-OF-DAY COMPLIANCE

REQUIREMENTS SUPPORT IN AN AMOUNT NOT TO
EXCEED $454,875.
2 • Advanced Battery Storage Optimization: Value and optimize storage technology dispatch to simulated power and ancillary services prices while maintaining operational constraints. This is particularly valuable when used with simulated solar dispatch to value solar plus storage contracts. The California Public Utilities Commission (CPUC) has mandated that all load-serving entities procure additional energy capacity to aid grid reliability and prevent rolling blackouts, making this feature indispensable. • Weather and Load Forecasting: Forecast hourly or sub-hourly loads over a user-defined time horizon using a stochastic simulation model based on historical data. • ReAssure Renewable Energy Valuation: Compute the fair market value, forecast future energy production, and assess the risk for renewable energy contracts and production facilities.
• Net Position at Risk Composite: Generate cash flow at risk (CFaR) and gross margin at risk (GMaR) reports for a portfolio of generation assets and financial positions, or for individual assets. Compute analytical value at risk (VaR) for a portfolio of financial contracts.
• Retail Pricing: Add forecasted retail revenue to net position metrics and asset valuation reporting.
• Slice of Day (SOD): cQuant’s Slice-of-Day (SOD) model is designed to accurately account for resource adequacy (RA) obligations and calculate qualifying capacity from intermittent generation and battery storage resources and contracts according to the CPUC's official slice-of-day framework. This model ensures that RA benefits for renewable generators and storage assets are computed accurately, reflecting actual compliance requirements. Users can explore their current RA net position for each hourly slice, run scenarios for portfolio modifications, and quantify associated RA benefits, ensuring compliance and optimal resource planning.

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

1. The above recitals are true and correct.

2. The Governing Board hereby approves and authorizes the Chief Executive Officer to execute an Amendment Authorizing an Additional $224,875 to an Agreement with cQuant.IO Inc. for Portfolio Optimization and Slice-of-Day Compliance Requirements Support in an Amount Not to Exceed $454,875, in substantially the form attached, for one year (automatic 1 year renewal thereafter) from the date of “go-live” with any minor clerical or clarifying changes proposed by the Chief Executive Officer and approved by General Counsel.

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

Exhibit A: Amendment No. 2 to the Consultant Agreement with cQuant.IO Inc., for Portfolio Optimization and Slice-of-Day Compliance Support
Resolution 2025-__
June 19, 2025
Administering Agency: Pioneer Community Energy
Contract Description: Portfolio Optimization, Slice-of-Day Compliance Requirements, and Analytic Support

CONSULTANT SERVICES AGREEMENT
AMENDMENT NO. 2
THIS AGREEMENT, originally executed July 22, 2024, by and between the Pioneer Community Energy (“Pioneer”), and cQuant.IO Inc. (“Consultant”), is hereby amended as described below:
• Section 2 – Payment is amended to say:

The amount of the contract shall not exceed Four Hundred Fifty-Four Thousand Eight Hundred Seventy-Five Dollars ($454,875.00).
• Exhibit B – Payment for Services Rendered is hereby deleted in its entirety and replaced with the following:

Maximum Limit & Fee Schedule
The total amount for services rendered as described in Exhibit “A” shall not exceed $454,875.00.

Year 1 Summary
July 19, 2024 - July 18, 2025
Licensed Products Quantity Price
Super User 3 $0.00
Reporting User 3 $0.00
Data Storage (1 TB) 1 $0.00
Analytic Platform and Cloud Infrastructure 1 $50,000.00 Core Risk Factor Simulation 1 $50,000.00
Forward Curve Simulation 1 $12,500.00
Retail Valuation 1 $5,000.00
Renewable Valuation 1 $10,000.00
Slice of Day 1 $12,500.00
Advanced Net Position At Risk 1 $12,500.00
Python / R Notebooks 1 $5,000.00
Implementation Services 1 $40,000.00
Professional Services & Consulting 1 $12,500.00
Fundamental Forward Curve 1 $20,000.00
Advanced Battery Storage Optimization 1 $0.00
Total Cost for Year 1: $230,000.00
Year 2 Summary
July 19, 2025 - July 18, 2026
Licensed Products Description Quantity Price
Super User
A full-access user within the cQuant Analytics Platform that can create, view, modify, and delete model runs and all associated inputs/outputs. Modify/delete permissions can be further provisioned on a per-super-user basis separately within each collaboration workspace.
2 $0.00
Report User
A "read only" user within the cQuant Analytics Platform that can view inputs, parameters, outputs, and reports
associated with model runs but cannot create, modify, or delete any analysis.
2 $0.00
cQuant Base Bundle
Includes cQuant's Analytic Platform and Cloud
Infrastructure, Core Risk Factor Simulation, Custom
Formulas, Advanced Net Position at Risk Model,
Component GMaR, Contract Valuation Model, Congestion
Price Estimation Model, One Report User, One Super
User, Data Storage (1TB), and 2 tickets to attend cQuant University Annual User Group Meeting.
1 $118,125.00
Forward Curve
Simulation
Simulates forward contract prices prior to contract expiry, accounting for seasonal dynamics and cross-location/cross-commodity correlations.1 $13,125.00 Retail Valuation
Calculates the revenue from retail demand relative to
simulated hourly demand and a variety of common retail
rate structures including time of use rates, demand
charges, index rates, fixed and variable energy charges, and others.
1 $5,250.00
ReAssure PPA
Values intermittent renewable generation assets and
associated power purchase agreements (PPAs) relative to simulated generation, market prices, and the covariant
relationship between the two. A broad range of common
contractual structures can be accommodated out of the box including hub settlement, $0 minimums (or other price
floors), revenue share agreements, economic
curtailment/non-settlement, proxy generation/revenue
swaps, volume-firming agreements, basis buy-back
provisions, and many more.
1 $10,500.00
Slice of Day
Computes net qualifying capacity (NQC) under the CPUC
slice of day resource adequacy (RA) framework for
generation and battery storage assets/contracts and
aggregates these alongside capacity from attribute-only contracts to compare with the portfolio-level obligation. 1 $13,125.00
R Notebooks
Provides users a fully-featured integrated development
environment (IDE) with a direct data connection to all
model inputs and outputs to be used for ad hoc analysis in Python, R, Julia, and other common scripting languages. 1 $5,250.00
Fundamental Forward
Curve
Generates a 20-year hourly fundamental price forecast for market hubs across the ISO/RTO markets within the
continental US. Allows users to tune assumptions around forecasted fundamental drivers (supply stack evolution, load growth, gas price, battery adoption, etc.) and view the resulting changes to the hourly price forecast.
1 $28,000.00
Advanced Battery
Storage Optimization
Economically optimizes battery storage assets and
contracts at the hourly or sub-hourly level relative to energy and ancillary services prices, subject to contractual,
operational, and market-specific constraints.
1 $31,500.00
Pindrop
cQuant PinDrop enables rapid valuation of renewable
projects by allowing users to pinpoint locations on a map, input project parameters, and receive detailed financial analyses within seconds. Unit price includes 2 users.
1 $0.00
Total Cost for Year 2: $224,875.00
Submit all invoices to: Pioneer Community Energy
Attn: Sam Kang and Eric Acedo
[email protected]
[email protected]
2510 Warren Drive, Suite B
Rocklin, CA 95677
Unless expressly amended in this Amendment, all provisions, conditions, covenants, and terms of the Consultant Services Agreement shall remain in full force and effect.

Executed as of the last date indicated below:

By:_____________________________ Date: ______________
Name:

Title:

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

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

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

Advanced Battery Storage Optimization
Economically optimizes battery storage assets and contracts at the hourly or sub-hourly level relative to energy and ancillary services prices, subject to contractual, operational, and market-specific constraints.
• Exhibit 8 - "Payment for Services Rendered" is amended for the first year of the contract to increase the not-to-exceed amount of the contract to Two Hundred Thirty Thousand Dollars ($230,000) and include the following additions to the licensed products table through July 18, 2025 only:

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

PIONEER COMMUNITY ENERGY
E-SIGNED by Donald Eckert
By: on 20.24-10-28 11 :39:23 PDT
Name: Donald Eckert
Title: Chief Executive Officer
E-SIGNED by David Ruderman
By: on 2024-10-28 13:54:34 PDT
Name: David Ruderman
Title: General Counsel
cQuant.1O Inc.

By: __________ _
Name:

Title:

Date: October 28, 2024
Date: October 28, 2024
Date:

Execute-cf as o,f tl'\e last date indica1ed below:

PIONEER COMMUNITY E.NERGY
EMSIGNEU by Uon:ald Eckert
Sy: on 2024&10z2S. 11 :39~.23 POT
Name: Donald Eckert
Title: Chief Executive Officer
EMSIGNEO by David Ruderman
Sy: on-202~10-2813:54:34 PDT
Name: David Ruderman
Tine: General Counsel
cQuanUO Inc,
David U!l!JJC/a By: ___________ _
Name:

Title:

Document Ref: RDAW2-UFZUU-RUTGQ-3MK5M
Oate: October 28, 2024
Date: October 28, 2024
Date: 10-29-2024

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

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

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

5. 6.

7. 8.

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

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.

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.

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.

Hold Harmless and Indemnification Agreement. At all times during the perfonnance of this agreement, Consultant agrees to protect, defend, and indemnify Pioneer in accordance with the provisions contained in Article 9 of Exhibit A.
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10. Insurance. Consultant shall file with Pioneer concurrently herewith a Certificate of Insurance, in companies acceptable to Pioneer, with a Best's Rating ofno less than A-:VII, for the coverage shown in Exhibit D. All costs of complying with these insurance requirements shall be included in Consultant's fee(s). These costs shall not be considered a "reimbursable" expense under any circumstances.

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

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

13. Personnel.

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

15. Termination.

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

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

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

17. I 8.

19. 20.

21. 22.

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

Records. Consultant shall maintain, at all times, complete detailed records with regard to work perfonned 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.

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

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.

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

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.

26. 27.

PIONEER COMMUNITY ENERGY:

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

Attn: David Leevan, CEO
Address: 357 South Mccaslin Blvd., Suite 200
Louisville, CO 80027
Email: [email protected]
Phone: 303-916-1031
Any notice so delivered personally shall be deemed to be received on the date of delivery, and any notice mailed shall be deemed to be received five (5) days after the date on which it was mailed.

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

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

PIONEER COMMUNITY ENERGY
By: D0t< cd<.erf 07-19-2024
Printed Name/Title: Don Eckert, Chief Executive Officer Approved as to Form - Special Counsel:

By: 07-19-2024
Printed Name/Title: Patrick Enright, Special Counsel

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

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

EXHIBIT A

SCOPE OF SERVICES
Terms and Conditions
These Standard Terms and Conditions ("Terms and Conditions") apply to, and are incorporated by reference into, an order form ("Order Form") that has been signed by cQuant.10, Inc. ("cQuant") and the cQuant customer identified in the Order Form ("Customer"). The signed Order Form, together with these Terms and Conditions, state the terms of a binding contract (this "Service Contract") under which cQuant shall provide, and Customer shall purchase and pay for, the services described in the Order Form (the "Services").

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

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

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

ARTICLE 3: Hosted Analytics Services

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

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

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

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

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

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

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

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

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

ARTICLE 4. Intellectual Property

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

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

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

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

ARTICLE 5. Professional Services

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

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

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

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

ARTICLE 6. Customer Data

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

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

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

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

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

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

ARTICLE 7. Payment

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

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

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

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

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

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

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

ARTICLE 8. cQuant's Warranties and Disclaimers

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

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

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

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

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

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

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

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

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

ARTICLE 9. Indemnification

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

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

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

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

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

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

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

ARTICLE 10. Limitations on Damages

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE 11. Confidentiality

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

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

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

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

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

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

ARTICLE 12. Termination

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

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

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

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

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

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

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ARTICLE 13. Contract Formation; Changes; Precedence

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

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

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

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

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

ARTICLE 14. General

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

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

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

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

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

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

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

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

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

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

14. 9 Effectiveness. This Service Contract will be effective from and after the Effective Date and will continue in effect as stated in Section 12.1.

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

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

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

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

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

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

Support
Severity Levels - Definitions
Severity Level
1 2
3

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

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

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

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

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

Will be scheduled into a following major
software release.

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

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

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EXHIBITB

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

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

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

FACILITIES, EQUIPMENT, AND OTHER

MATERIALS, AND OBLIGATIONS OF PIONEER

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1.. INSURANCE:

EXHIBITD

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

2.. WORKER'S COMPENSATION AND EMPLOYERS LIABILITY INSURANCE:

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

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

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

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

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

3.. GENERAL LIABILITY INSURANCE:

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

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

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

E. Special Claims Made Policy Form Provisions:

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

Conformity of Coverages - If more than one policy is used to meet the required coverages, such as a separate umbrella policy, such policies shall be consistent with all other applicable policies used to meet these minimum requirements. For example, all policies shall be Occurrence Liability policies or all shall be Claims Made Liability policies, if approved by Pioneer as noted above. In no cases shall the types of polices be different.
4/. PROFESSIONAL LIABILITY (OR ERRORS AND OMISSIONS) LIABILITY INSURANCE: Consultant shall maintain professional liability (or errors and omissions liability)k insurance that covers the Services to be performed in connection with this Agreement, with minimum limits of $1,000,000 per claim/aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement. If a "claim made"

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

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

6. AUTOMOBILE LIABILITY INSURANCE:

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

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

7. ADDITIONAL REQUIREMENTS:

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

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

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

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

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

Viewed:

Signed:

Recipient Verification:

Email verified
Don Eckert
Timestamp
19 Jul 2024 16 50:43 UTC
19 Jul 2024 18:18:28 UTC
19 Jul 2024 18:20:09 UTC
19 Jul 2024 18:18:28 UTC
Email: [email protected]
Sent:

Viewed:

Signed:

Recipient Verification:

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

Viewed:

Signed:

Recipient Verification:

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

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Staff Report – Item 1g
To: The Governing Board
From: Brad Koehn, Director of Finance and Administration Item 1g: Adopt Resolution to Authorize the Chief Executive Officer to Execute an Agreement with Maher Accountancy for Accounting Services for a Contract Amount of $207,200 for a Term of One Year
Date: 6/19/2025

RECOMMENDATION
Adopt resolution to authorize the Chief Executive Officer to execute an agreement with Maher Accountancy for Accounting Services for a contract amount of $207,200 for a term of one year.

BACKGROUND
Accurate financial reporting and strong internal controls are of high importance to both the Governing Board and Staff. On March 18, 2021, the Board authorized the Executive Director to execute an agreement with Maher Accountancy for Pioneer’s accounting and financial reporting needs from April 2021 to June 2022. The Board has since consistently approved the use of Maher Accountancy for accounting services for each subsequent fiscal year.

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

ANALYSIS & DISCUSSION
This item seeks to reaffirm and continue that approval for the upcoming Fiscal Year 2025-26 period, ensuring continuity and compliance with our financial practices.

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

Standard Services include:

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

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

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

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

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

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

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

8. Assist in treasury function.

Plf)NEER

COMMUNITY ENERGY
Agenda Item: 1g Agenda Date: 6/19/2025

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

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

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

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

STRATEGIC PLAN
This item supports the Strategic Goal to “Be Fiscally Strong and Resilient.”

FISCAL IMPACT
The fiscal impact of this recommendation is $207,200 over a 12-month period beginning July 1, 2025.

ATTACHMENTS

1. Resolution to Authorize the Chief Executive Officer to Execute an Agreement with Maher Accountancy for Accounting Services for a Contract Amount of $207,200 for a Term of One Year.

Before the Governing Board of
Pioneer Community Energy
Resolution No.: ____________
The following Resolution was duly passed by the Governing Board of Pioneer Community Energy at a regular meeting held June 19, 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, accurate financial reporting and strong internal controls are of high importance to both the Governing Board and staff; and
WHEREAS, Maher Accountancy maintains strong internal controls, has less fiscal impact than hiring in-house staff, and provides institutional knowledge based on years of experience with other Community Choice Aggregators (“CCAs”); and
WHEREAS, competitive solicitation requirement is hereby dispensed and a sole source procurement with Maher Accountancy is justifiably in the best interest of Pioneer for the following reasons:
• Maher Accountancy has been in business for over 35 years providing audit, tax and accounting services.
• Maher Accountancy has experience auditing local governments and providing accounting and consulting services to various types of utilities. • Maher Accountancy has been providing services to CCA companies since 2010, including the first successfully formed CCA, Marin Clean Energy. Maher Accountancy continues to be engaged with Marin Clean Energy. • Maher Accountancy has a developed team of CPAs, Data Analyst, and Accountants with CCA experience.

In the matter of:

RESOLUTION TO AUTHORIZE THE CHIEF

EXECUTIVE OFFICER TO EXECUTE AN

AGREEMENT WITH MAHER ACCOUNTANCY FOR

ACCOUNTING SERVICES FOR A CONTRACT
AMOUNT OF $207,200 FOR A TERM OF ONE YEAR
Resolution No. ___
June 19, 2025
2 • Maher Accountancy provides services to 6 CCAs that are very similar to Pioneer’s service offering and worked with each one prior and during each CCA’s phase 1 launches.
• In addition to those 6 CCA’s, other CCAs throughout the State receive various Maher Accountancy consulting services.
• Maher Accountancy has extensive experience working with Pioneer’s service providers; Calpine Energy Solutions and ZGlobal which provide critical data services for revenues and cost of energy.

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

1. The above recitals are true and correct.

2. The Governing Board hereby authorizes the Chief Executive Officer to execute an Agreement with Maher Accountancy for accounting services, in substantially the form attached, for a term of one-year effective July 1, 2025, for a contract amount of $207,200, with any minor clerical or clarifying changes proposed by the Chief Executive Officer and approved by General Counsel.

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

Exhibit A: Professional Services Agreement with Maher Accountancy. - 1 -
Approved for use: 1/1/2025
369617.2
Administering Agency: Pioneer Community Energy
Contract No. _____________
Contract Description: Accounting Services

CONSULTANT SERVICES AGREEMENT
THIS AGREEMENT is made at Rocklin, California, as of July 1, 2025 (the “Effective Date”), by and between Pioneer Community Energy, (““Pioneer”“), and Maher Accountancy (“Consultant”), who agree as follows:

2. Payment. Pioneer shall pay Consultant for services rendered pursuant to this Agreement at the time and in the amount set forth in Exhibit B. The 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. Pioneer shall not withhold applicable taxes or other payroll deductions from payments made to Consultant except as otherwise required by law. Consultant shall be solely responsible for calculating, withholding, and paying all taxes. Notwithstanding any other terms of this Agreement, no payments shall be made to Consultant until Pioneer is satisfied that the services are satisfactory. The amount of the contract shall not exceed Two Hundred Seven Thousand Two Hundred Dollars ($207,200).

4. Consultant’s Representations. Consultant represents that it is fully qualified to perform the services described in Exhibit A by virtue of its experience and the training, education and expertise of its principals and employees. Consultant further represents that it is willing to accept responsibility for performing such services in accordance with the terms and conditions in this Agreement. Consultant shall perform in accordance with generally accepted professional practices and standards as well as the requirements of applicable federal, state and local laws, it being understood that acceptance of Consultant’s work by Pioneer shall not operate as a waiver or release.

Consultant shall indemnify and hold harmless Pioneer, its officers, agents, employees and volunteers from and against any and all claims or expenses caused or occasioned directly or indirectly by Consultant’s failure to so perform.
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6. 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.Fin

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.

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 requirements shall be included in Consultant’s fee(s). These costs shall not be a “reimbursable” expense under any circumstances.

11. Relationship of Parties.

A. Consultant is, and shall at all times remain as to Pioneer, a wholly independent contractor.

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.

Consultant, its officers, employees and agents shall not represent to any person or party that it or they are acting as agents of Pioneer or that it or they have the power to bind or commit Pioneer.

C. Neither Pioneer nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement. Consultant shall not represent that it is, or that any of its agents or employees are, in any manner employees of Pioneer.

13. Personnel.

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 termination of the Agreement by Pioneer, and payment shall be made pursuant to Section 17 (Termination) of this Agreement only for that work performed by Project Team members.

14. Notification of Organizational Changes. Consultant shall notify Pioneer, in writing, of any change in name, ownership or control of Consultant’s firm or of any subconsultant. Change of ownership or control of Consultant’s firm may require an amendment to this Agreement.

15. 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. Consultant shall keep itself fully informed of and in compliance with all local, state, and federal laws, rules, and regulations in any manner affecting the performance of this Agreement, including all Cal/OSHA requirements, the conflict-of-interest provisions of California Government Code section 1090, and the Political Reform Act (Government Code § 81000 et seq.).

16. Prevailing Wages. Consultant is aware of the requirements of California Labor Code section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects including, but not limited to, the design and preconstruction phases of a covered public works project. This Agreement is subject to the Prevailing Wage Laws for all work performed under this Agreement for which the payment of prevailing wages is required under state law. In particular, Consultant acknowledges that prevailing wage determinations are available for work performed under this Agreement. Consultant shall defend, indemnify, and hold Pioneer, its elected officials, officers, employees, and agents free and harmless from any claim or liability arising out of any failure or alleged failure of Consultant to comply with the Prevailing Wage Laws.

17. Termination.
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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, digital original and copies, 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. Pioneer shall have the benefit of such work as may have been completed up to the time of such termination. The foregoing is cumulative and does not affect any right or remedy, which Pioneer may have in law or equity. 4) Notwithstanding the foregoing, should Consultant fail to perform any of its obligations hereunder within the time and in the manner provided or otherwise violate any of the terms of this Agreement, Consultant shall be compensated as above, provided there shall be deducted from such amount the amount of damage if any, sustained by Pioneer by virtue of Consultant’s breach of this Agreement.

B. Consultant may terminate its services under this Agreement upon thirty (30) working days’ advance written notice to Pioneer. In the event of such termination, Consultant shall deliver copies of all writings to Pioneer and shall be entitled to compensation as set forth above.

Pioneer shall have the benefit of such work as may have been completed up to the time of such termination

18. Contract Term. The term of this Agreement shall commence on July 1, 2025, and shall terminate on June 30, 2026, unless terminated earlier as set forth herein.

19. Non-Discrimination. Consultant shall not discriminate against any employee or applicant for employment because of race, sex (including pregnancy, childbirth, or related medical condition), creed, national origin, color, disability as defined by law, disabled veteran status, Vietnam veteran status, religion, age (40 and above), medical condition (cancer-related), marital status, ancestry, sexual orientation, or any other unlawful basis. Employment actions to which this provision applies shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; or in terms, conditions or privileges of employment, and selection for training.

Consultant agrees to post in conspicuous places, available to employees and applicants for employment, the provisions of this nondiscrimination clause. - 5 -
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369617.2

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. In addition, pursuant to Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds ten thousand dollars, all such documents and this Agreement shall be subject to the examination and audit of the State Auditor, at the request of Pioneer or as part of any audit of Pioneer, for a period of three (3) years after final payment under this Agreement.

23. Conflict of Interest. Consultant represents that it has no known relationships with third parties, Pioneer Board members, or employees of Pioneer which would (1) present a conflict of interest with the rendering of services under this Agreement under California Government Code section 1090, the Political Reform Act (Government Code section 81000 et seq.), or other applicable law, (2) prevent Consultant from performing the terms of this Agreement, or (3) present a significant opportunity for the disclosure of confidential information. 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.

24. Campaign Contributions. This Agreement is subject to Government Code section 84308, as amended by Senate Bill 1439 (2022), Senate Bill 1181 (2024), and Senate Bill 1243 (2024).

Consultant shall disclose any contribution to an elected or appointed Pioneer official’s campaign or committee in an amount of more than five hundred dollars ($500) made within 12 months preceding the Commencement Date, by Consultant, its, her, or his agent, or another party affiliated with Consultant. Consultant shall provide a signed copy of the attached Campaign Contribution Disclosure Form, Exhibit E, to Pioneer prior to, or concurrent with, Consultant's execution of this Agreement and no later than the Commencement Date.

28. Attorneys’ Fees. If legal action shall be necessary to enforce any term, covenant or condition contained in this Agreement, each party shall pay its own costs, including any accountants’ and attorneys’ fees expended in the action.

PIONEER COMMUNITY ENERGY: CONSULTANT:

Pioneer Community Energy Maher Accountancy
Attn: Eric Acedo Attn: Michael Maher
2510 Warren Drive Suite B 1101 Fifth Ave, Suite 200
Rocklin, CA 95677 San Rafael, CA 94901
[email protected] [email protected]
Phone: (916) 758-8943 Phone: (415) 526-3020
Any notice so delivered personally shall be deemed to be received on the date of delivery, and any notice mailed shall be deemed to be received five (5) days after the date on which it was mailed.

30. Multiple Phase Projects. Pursuant to Government Code section 1097.6, Consultant’s duties and services under this Agreement shall not include preparing or assisting Pioneer with any portion of the Pioneer’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with Pioneer. Pioneer shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Consultant’s participation in the planning, discussions, or drawing of project plans or specifications, if any, shall be limited to conceptual, preliminary, or initial plans or specifications.

31. Remedies Non-Exclusive. Each right, power and remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise shall be cumulative and shall be in addition to every other right, power, or remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise. The exercise, the commencement of the exercise, or the forbearance from the exercise by any party of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by such party of any or all of such other rights, powers or remedies.

32. Confidentiality. All data, documents, discussion, or other information developed or received by Consultant for performance of this Agreement are deemed confidential and Consultant shall not - 7 -
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369617.2
disclose it without prior written consent by Pioneer. Pioneer shall grant such consent if disclosure is legally required. All Pioneer data shall be returned to Pioneer upon the termination or expiration of this Agreement.

36. Counterparts; Electronic Signatures. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument. The parties acknowledge and agree that this Agreement may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. Without limitation, “electronic signature” shall include faxed or emailed versions of an original signature, electronically scanned and transmitted versions (e.g., via pdf) of an original signature, or a digital signature. - 5 -
369617.3
Executed as of the day first above stated:

PIONEER COMMUNITY ENERGY
By: _____________________________

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

By: _____________________________

Name: David Ruderman
Title: General Counsel

MAHER ACCOUNTANCY
By: _____________________________

Name: Michael Maher

Title: Vice President
*If Consultant is a corporation, this agreement must be signed by two corporate officers: (1) the chairperson, president, or any vice president; and (2) the secretary, any assistant secretary, the chief financial officer, or any assistant treasurer. (Civ. Code § 313.), unless an authenticated corporate resolution is attached delegating authority to a single officer or other officers to bind the corporation.

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Pioneer Community Energy Board of DirectorsJune 19, 2025

Pioneer Community Energy Board of Directors
June 19, 2025