Agenda, regular meeting — Pioneer Community Energy Board of Directors, November 20, 2025 (part 1 of 2)

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

Pioneer Community Energy
Board of Directors
November 20, 2025

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

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

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

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

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

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

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

1. Dial 1 (699) 900-6833

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

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

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

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

1. Roll Call
B. 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 the agenda and within the jurisdiction of the Board.

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, so the Board is prohibited from discussing issues not on the agenda brought to them at this time.

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

All Consent items will be approved by a single vote. Anyone may ask to address Consent items prior to the Board acting, and the item may be moved for discussion. a) ADMINISTRATION
Approve the minutes of the October 16, 2025 regular meeting. (ECKERT) b) FINANCE & ADMINISTRATION
Adopt Resolution Approving Five Information Technology Policies and Procedures. (KOEHN) c) FINANCE & ADMINISTRATION
Adopt Resolution Approving a Modified Sponsorship Program. (KOEHN) III. REGULAR AGENDA
2) LEGISLATIVE & REGULATORY
End of Legislative Session Update (Discussion – Kang)
Recommendation: Receive an update on the end-of-session legislative activities—including AB 706 (Aguiar-Curry), AB 66 (Tangipa), SB 88 (Caballero), AB 1227 (Ellis & Gallagher), and AB 825 (Petrie-Norris)—and on regulatory successes and cost savings achieved through partnerships with CalCCA, Keyes & Fox, and NewGen Strategies.
3) MARKETING & COMMUNICATIONS
Presentation on Recipients of Calpine Energy Solutions Community Benefits Program (Discussion – Stassi-Vanacore)
Recommendation: Receive a presentation recognizing the 2025 Calpine Energy Solutions Community Benefits Program recipients — Feeding the Foothills ($25,000), Silver Wishes ($10,000), and KVMR Public Radio ($25,000) — and acknowledge their community impact projects. 4) LEGISLATIVE & REGULATORY
Update on Microgrid Inventive Program (MIP) Applications (Discussion – Kang) Recommendation: Receive an update on Pioneer’s Microgrid Incentive Program (MIP) applications for the Georgetown, Foresthill, Grass Valley, and Nevada City projects, including technical consultations with PG&E and anticipated application submittal timeline.
5) FINANCE & ADMINISTRATION
Adopt Resolution Approving and Authorizing the Chief Executive Officer to Execute Any and All Documents and Agreements to Modify Line of Credit and Letter of Credit Agreements with Columbia Bank (Action – Koehn)
Recommendation: Adopt a resolution approving and authorizing the Chief Executive Officer to execute any and all documents and agreements necessary to modify Pioneer’s Line of Credit and Letter of Credit agreements with Columbia Bank, increasing the aggregate amount from $30 million to $50 million and allocating $20 million for Letters of Credit and $30 million for working capital. 6) FINANCE & ADMINISTRATION
Receive Draft Fiscal Year 2025-26 Quarterly Financial Reports through September 30, 2025 (Discussion - Koehn)
Recommendation: Receive draft Fiscal Year 2025-26 quarterly financial reports through September 30, 2025, including year-to-date budget-to-actual results, operating margin, and reserve position.

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:

December 18, 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, Denise Silva, Board Secretary, declare under penalty of perjury that the foregoing agenda for the November 20, 2025 regular meeting of the Pioneer Community Energy Governing Board was posted and available for public review on November 14, 2025 at the offices of Pioneer Community Energy, 2510 Warren Drive, Suite B, Rocklin, CA 95677; at remote location Nevada City – City Hall, Wetherall Conference Room, 317 Broad Street, Nevada City, CA 95959; 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].

PIONEER COMMUNITY ENERGY

GOVERNING BOARD

REGULAR MEETING
October 16, 2025

MINUTES
Entry No. 1
Heard General Administrative Functions – Part I
Call to Order
Pioneer Community Energy Governing Board met in open session at 3:00 PM on October 16, 2025. The Members convened in person and the meeting was accessible to the public at Pioneer Community Energy, 2510 Warren Drive, Suite B, Rocklin, California 95677; and, 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/.

Director Petersen participated remotely from Nevada City – City Hall, Wetherall Conference Room, 317 Broad Street, Nevada City, CA 95959.

Roll Call

Present: City of Auburn (Dowdin Calvillo), County of El Dorado (Parlin), City of Grass Valley (Ivy), City of Lincoln (Pearl), Town of Loomis (Ring), Nevada City (Petersen), County of Placer (Jones), City of Placerville (Carter), City of Rocklin (Bass).

Absent: City of Colfax (Lomen), County of Placer (DeMattei), City of Lincoln (Janda).

Chair Dowdin Calvillo presided over the meeting.

No public comment was offered on items not on the agenda.

Public Report of Closed Session
1) Conference with Labor Negotiators (GC §54957.6)
Agency Negotiators: Don Eckert, Chief Executive Officer; Brad Koehn, Director of Finance & Administration.

Unrepresented Employee: All Employees
2) Conference with Legal Counsel – Existing Litigation (GC §54956.9(d)(1)) The Governing Board finds, based on advice from legal counsel, that discussion in open session will prejudice the position of the local agency in the litigation.

Name of Case: Kolpitcke v. Pioneer Community Energy.

Names of Parties: Plaintiff Kirstin Kolpitcke; Defendant Pioneer Community Energy.

Case No. S-CV-0054062 (Placer County Superior Court).

No reportable action was taken in the matters of (1) Conference with Labor Negotiators (Government Code §54957.6); or, (2) Conference with Legal Counsel - Existing Litigation (Government Code §54956.9(d)(1)).

Agenda Review
Reviewed and made no revision to the meeting agenda for October 16, 2025.

Entry No. 2
DRAFT - ITEM 1a
DRAFT – November 20, 2025 – page 2
Acted on the Consent Agenda as follows:

Approved the minutes of the September 18, 2025 special and regular meetings.

Received Fiscal Year 2025–26 Draft Monthly Financial Reports through July and August 2025.

Adopted Resolution 2025-38 approving a 3% Cost-of-Living Increase and Salary Schedule Adjustments, approving an increase in employer 401(k) contributions from 4% to 5%, and adopting an adjusted Salary Schedule reflective of triennial compensation study recommendations.

Adopted Resolution 2025-39 approving four Information Technology Policies and Procedures.

MOTION: Pearl/Ring. Vote: 8:0:3
ROLL CALL: Bass, Carter, Dowdin Calvillo, Ivy, Parlin, Pearl, Petersen, Ring.

No/Abstain: None.

Absent: Janda, Lomen, DeMattei.

Entry No. 3
Overview of Assembly Bill 825 - the Regional Electricity Market Bill Received an overview of Assembly Bill 825 – the Regional Electricity Market Bill. Overview of Assembly Bill 825 - the Regional Electricity Market Bill.

Legislative and Regulatory Manager Lee Ewing presented an informational update on AB 825, also known as the Regional Electricity Market Bill, which authorizes the creation of a West-wide regional electricity market intended to reduce wholesale electricity prices and enhance grid reliability. Mr. Ewing summarized the structure and intent of AB 825, potential affordability, reliability, and emissions benefits associated with an expanded western market, and Pioneer’s participation in supporting the bill’s passage through its trade organization, CalCCA. He also reviewed the implementation timeline, noting that CAISO may join an independent regional market organization by 2028, pending CPUC and FERC approval.

Directors discussed potential impacts on grid reliability, market oversight, and tariff implications for cross-border energy imports.

No formal action was taken.

Entry No. 4
Update on Expansion and Approval of a 30-Day Notice to Amend the Joint Exercise of Powers Agreement
Received an update on expansion efforts and authorized issuance of a 30-day notice to amend the Joint Exercise of Powers Agreement.

Director of Community Relations Gina Stassi-Vanacore and Alden Walden of Pacific Energy Advisors presented results of the Impact Assessment Study for new jurisdictions. The report followed the September 2025 approval of studies for Unincorporated Madera County, City of Chowchilla, City of Madera, and County of Colusa. Ms. Stassi-Vanacore reported that the City of Madera chose to defer participation to conduct an RFP for CCA services, and that the City of Williams, located in Colusa County, requested inclusion. Findings indicated approximately 45,000 eligible accounts representing a 12% increase in projected sales with no adverse rate impacts to existing customers.

DRAFT – November 20, 2025 – page 3
The Expansion Ad Hoc Committee recommended moving forward with expansion to include Madera County, City of Chowchilla, County of Colusa, City of Colusa, and City of Williams, contingent upon completion of fiscal analyses for Williams and Colusa County with positive outcomes.

Adopted Resolution authorizing staff to issue a 30-day notice for a Board vote on Amendment No. 8 to the Joint Exercise of Powers Agreement for membership expansion.

MOTION: Dowdin Calvillo/Pearl. Vote: 8:0:3
ROLL CALL: Bass, Carter, Dowdin Calvillo, Ivy, Parlin, Pearl, Petersen, Ring.

No/Abstain: None.

Absent: Janda, Lomen, DeMattei.

Entry No. 5
Receive Draft Fiscal Year 2024-25 Year-End Financial Reports Brad Koehn, Director of Finance & Administration, introduced the item and invited Senior Financial Analyst Eric Acedo to present the draft Fiscal Year 2024–25 year-end financial reports through June 30, 2025.

Mr. Acedo provided an overview of year-end financial performance, highlighting major revenue and expenditure variances, overall budget position, and preparation for Fiscal Year 2025–26 reporting.

No formal action was taken.

Entry No. 6
Adopt Resolution Approving Artificial Intelligence Acceptable Use Policy Adopted Resolution 2025-40 approving the Artificial Intelligence Acceptable Use Policy.

Chief Executive Officer Don Eckert, introduced the item and invited Information Technology Analyst Eric Ponce to present the proposed policy establishing guidelines for ethical, transparent, and secure use of artificial intelligence tools within Pioneer operations.

Board members expressed support for the framework’s clarity and alignment with organizational integrity standards.

MOTION: Ring/Carter. Vote: 8:0:3
ROLL CALL: Bass, Carter, Dowdin Calvillo, Ivy, Parlin, Pearl, Petersen, Ring.

No/Abstain: None.

Absent: Janda, Lomen, DeMattei.

Entry No. 7
Adopt Resolution Authorizing the Chief Executive Officer to Execute a Lease Agreement with 2540 Warren LLC and to Approve Tenant Improvement Costs up to $625,969 (Contingency of 10% over preliminary cost estimate
Adopted Resolution 2025-41 authorizing the Chief Executive Officer to execute a lease agreement with 2540 Warren LLC and approve tenant improvement costs up to $625,969, with a 10% contingency over the preliminary cost estimate.

Director of Finance & Administration Brad Koehn provided an overview of the lease terms and the plan to accommodate anticipated organizational growth.

Directors commended staff for prudent cost management and proactive planning.

DRAFT – November 20, 2025 – page 4
MOTION: Pearl/Ring. Vote: 8:0:3
ROLL CALL: Bass, Carter, Dowdin Calvillo, Ivy, Parlin, Pearl, Petersen, Ring.

No/Abstain: None.

Absent: Janda, Lomen, DeMattei.

Entry No. 8
Heard General Administrative Function – Part II
Board Member Communications
Committee Chair Dowdin Calvillo reported on the October meeting of the Expansion Ad Hoc Committee, reaffirming the one-member/one-vote governance structure for the 2027 expansion and noting that governance structure will be reviewed prior to any further expansions beyond 2027.

Director Ring reported on scheduling for the Audit & Finance Committee and coordination with the independent auditor
Chief Executive Officer Communications
Chief Executive Officer Don Eckert provided updates including introduction of Pioneer’s newest team member, Braden Hendersonr, recognition of Pioneer achieving a 4-star rating for Google reviews and acknowledging the Communications Team for their work and reminded the Board of the upcoming Geysers Tour. He invited Taylor Smith to present an overview of “How to Read Your Bill” video to help ratepayers with solar understand their bill and previewed further efforts to educate ratepayers.

Items for Information
Received the Glossary of Terms.

Adjournment
The meeting adjourned at 4:27 PM.

Page 1 of 2 ends

Staff Report – Item 1b
To: The Governing Board
From: Eric Ponce, Information Technology Analyst
Item 1b: Adopt a Resolution Approving Five Information Technology Policies and Procedures Date: 11/20/2025

RECOMMENDATION
Adopt a resolution approving five Information Technology (IT) Policies and Procedures.

BACKGROUND
Pioneer Community Energy (Pioneer) increasingly depends on information systems to support day-to-day operations and strategic objectives. These systems enhance Pioneer’s ability to collect and analyze data, communicate effectively with external parties, and deliver responsive customer service. As these tools become more integral to staff workflows and external engagement, it is critical that staff follow established IT protocols to ensure the security and integrity of Pioneer’s digital infrastructure and information resources.

ANALYSIS & DISCUSSION
In March of 2024, Pioneer hired MGT Impact Solutions, LLC to perform an independent assessment of the organization’s cybersecurity maturity, focusing on the IT and security environment for the 2023 calendar year.

The assessment was conducted using the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF, V2.0).

The purpose of the assessment was to help IT staff understand Pioneer’s current cybersecurity maturity level and identify opportunities for improvement. The findings indicated that Pioneer would benefit from updates to existing IT policies and procedures, as well as the development of new ones, to strengthen overall cybersecurity posture and align more closely with best practices outlined in the NIST CSF.

Following the assessment, the results and recommendations were shared with Pioneer’s managed IT service provider, Capital Network Solutions, Inc. (CNS). Pioneer and CNS collaborated to update existing policies and develop a comprehensive set of new IT policies and procedures, fifteen in total, aimed at improving cybersecurity controls, operational consistency, and compliance with industry standards.

The fifteen IT policies and procedures were divided into three batches. The first batch of five policies was presented to the Board for review and approval during the October 2025 Board of Directors meeting. This report presents the second batch of five policies. The final batch of five is scheduled to be brought to the Board for review and approval during the December 2025 Board of Directors meeting.

The following five IT Policies and Procedures were prepared:

Patch Management Policy
The purpose of this policy is to define the process and responsibilities for regularly reviewing, testing, and deploying patches to address security vulnerabilities and maintain system integrity.

IT Physical Security Policy
The purpose of this policy is to ensure that Pioneer’s Information Resources are protected through physical security measures that prevent tampering, damage, theft, or unauthorized physical access.

Agenda Item: 1b Agenda Date: 11/20/2025

Page 2 of 2 ends

Access Change Policy
The purpose of this policy is to ensure that access to organizational resources and data is properly adjusted or revoked when an employee’s job role changes or upon termination from Pioneer.

Access Control Policy
The purpose of this policy is to minimize unauthorized access to Pioneer’s resources and to protect the confidentiality, integrity, and availability of its systems.

IT Inventory Management Policy
The purpose of this policy is to define the requirements for identifying, tracking, and managing all information system assets within the organization.

STRATEGIC PLAN
This development of IT Policies and Procedures supports the Strategic Goal of Achieving Operational Optimization.

FISCAL IMPACT
The approval and implementation of these IT policies and procedures does not have a fiscal impact.

ATTACHMENTS
1) Resolution Establishing Information Technology Policies and Procedures:
423463.1
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 November 20, 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”) increasingly relies on Information Technology (IT) systems to support daily operations and strategic initiatives, including customer service, data management, and external communications.

WHEREAS, in March 2024, Pioneer hired MGT Impact Solutions, LLC to conduct an independent cybersecurity assessment using the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF, V2.0) to evaluate Pioneer’s IT and cybersecurity maturity for the calendar year 2023.

WHEREAS, the assessment findings recommended strengthening Pioneer’s cybersecurity posture through updates to existing IT policies and development of new policies and procedures aligned with industry best practices.

WHEREAS, Pioneer and its managed IT service provider, Capital Network Solutions, Inc. (“CNS”), collaborated to update and develop a comprehensive set of IT Policies and Procedures In the matter of: A RESOLUTION APPROVING FIVE

INFORMATION TECHNOLOGY POLICIES AND

PROCEDURES
Resolution No. ___

Page 2 ends

2 423463.1
designed to improve cybersecurity controls, operational consistency, and compliance with the NIST CSF.

WHEREAS, Pioneer desires to adopt these five IT Policies and Procedures as part of its ongoing commitment to operational optimization, cybersecurity resilience, and best practices.

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

1. The above recitals are true and correct.

2. The Governing Board hereby approves the adoption of the five Information Technology Policies and Procedures developed in collaboration with CNS in response to the 2024 cybersecurity assessment.

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

Exhibit A: IT12 - Patch Management Policy
Exhibit B: IT13 - IT Physical Security Policy
Exhibit C: IT14 - Access Change Policy
Exhibit D: IT15 - Access Control Policy
Exhibit E: IT16 - IT Inventory Management Policy
IT12
Category: Information Technology
Page | 1 Proposed: November 20, 2025

PATCH MANAGEMENT POLICY
I. PURPOSE
The purpose of this policy is to define the scope, frequency, and management of reviewing and deploying endpoint updates.

II. BACKGROUND
This policy establishes the requirements and responsibilities for timely identification, evaluation, testing, and deployment of patches to mitigate security vulnerabilities and maintain system integrity. It ensures alignment with organizational risk management objectives and supports compliance with applicable regulatory and
cybersecurity frameworks.

III. SCOPE
This policy applies to all Pioneer workstations and devices running a Windows operating system.

IV. POLICY
All Pioneer managed Windows-based endpoints shall be enrolled in the organization’s patch management system. The patch
management system shall perform automated patch management for the endpoints, ensuring all managed computers are kept up to date with all critical and security updates released by Microsoft.

MAINTENANCE WINDOWS
IT support shall determine the following maintenance windows as a part of the patch management process.
• Detection – Specify when Windows PCs will connect to the patch management server to report on their patch compliance level and request new updates
• Pre-Download – Specifies when a patch shall be downloaded onto a workstation once the patch is both needed by the endpoint, and approved for installation
IT12
Category: Information Technology
Page | 2 Proposed: November 20, 2025
• Installation – Specify when Windows and approved 3rd party patches shall be installed on Pioneer-managed endpoints • Reboot – If necessary, workstations may need to reboot to finalize the patch management process during an approved maintenance window

UPDATE TYPES
During the Installation Window, the following patch types will be installed:
• Windows Critical Updates (High Priority)
• Windows Definition Updates (High Priority)
• Windows Feature Packs (Low Priority)
• Windows Security Updates (High Priority)
• Windows Update Rollups (Medium Priority)
• Windows Upgrades (High Priority)
• 3rd Party Application Patches (Low Priority)

MONITORING & ALERTING
Patch compliance status will be monitored after a patch application cycle. Patches are considered missing if they are not successfully installed during the designated installation window. Alerts will be generated on patches not successfully installed during the last patch installation window and remediate on either an individual or group basis. Alerts are generated based on a patch priority designation & date the patch remains unapplied relative to the initial patch approval date.

Patch Type Notification Generation
High Priority 8 Days
Medium Priority 16 Days
Low Priority 32 Days
Patching - Reboot Window Immediately
IT12
Category: Information Technology
Page | 3 Proposed: November 20, 2025

REMEDIATION
When an alert is received for missing patches, a reinstallation of the patch will be attempted without interruption to the employee. If the issue persists, the organization’s IT Department Lead will be notified to assist in coordination of efforts to resolve the compliance issue.

V. DISTRIBUTION
This policy is to be distributed to all Pioneer staff who use Information Resources.

VI. POLICY REVISIONS
The Chief Executive Officer is authorized to make minor modifications, clarifications, or administrative updates to this policy, provided that such changes do not alter the policy’s intent, scope, or underlying principles.

VII. HISTORY
Version Date Description Approved By
2025.1 11/20/2025 Initial policy release

IT13
Category: Information Technology
Page | 1 Proposed: November 20, 2025

IT PHYSICAL SECURITY POLICY
I. PURPOSE
The purpose of this policy is to ensure that Pioneer’s Information Resources are protected by physical security measures that prevent physical tampering, damage, theft, or unauthorized physical access.

II. BACKGROUND
Physical security is an essential part of an overall security plan. It forms the basis for all other security efforts, including data security.

It is important that Pioneer Staff understand the organization’s physical security requirements and procedures in order to protect the organization’s assets.

III. SCOPE
This policy applies to all Pioneer Staff that have access to the organization’s Information Resources.

IV. POLICY
Overview
Physical security refers to the protection of equipment (and all other information and software contained therein) from theft, vandalism, natural disaster, manmade catastrophes, and accidental damage (e.g. electrical surges, extreme temperatures, spilled liquids). It requires suitable emergency preparedness, reliable power supplies, adequate climate control, and appropriate protection from intruders. Physical protection against natural disasters, malicious attacks, or accidents shall be designed and applied.

Physical and environmental security controls protect the facility housing system resources, and the system resources themselves.

Pioneer’s physical and environmental security program prevents interruptions in computer services, physical damage, unauthorized IT13
Category: Information Technology
Page | 2 Proposed: November 20, 2025
disclosure of information, loss of control over system integrity, and theft.

Physical security perimeters (electronic surveillance, physical authentication mechanisms, reception desks) shall be implemented to safeguard sensitive data, information systems, and information processing facilities.

Physical controls and mechanisms shall be designed to address legislative requirements. The results shall be shared with Pioneer management and cloud computing tenants.

Physical access controls restrict the entry and exit of personnel (and often equipment and media) from an area, such as an office building, suite, data center, or room containing servers and data. • Equipment shall be protected to reduce the risks from environmental threats and hazards, and opportunities for unauthorized access.
• Equipment shall be protected from power failures and other disruptions caused by failures in supporting utilities. • Power and telecommunications cabling carrying data or supporting information services shall be protected from interception, interference, or damage. Procedures should monitor, control, and protect communications at external boundaries and at key internal boundaries of Information Systems.
• Equipment shall be correctly maintained to ensure its continued availability and integrity.
• On device security shall be applied to off-site assets taking into account the different risks of working outside the organization’s premises.
• All instances of equipment containing storage media shall be verified to ensure that any sensitive data and licensed software has been removed or securely overwritten prior to disposal or re-use.

IT13
Category: Information Technology
Page | 3 Proposed: November 20, 2025
• Equipment shall be disposed of in a secure manner (see Asset Disposal Policy)
• Users shall ensure that unattended equipment has
appropriate protection.
• When leaving their work area, it is recommended that users ensure that their monitors be cleared (clear screen) or computers locked to protect against unauthorized access to information or information systems.
• Physical access controls address not only the area containing system hardware, but also locations of wiring used to connect elements of the system, supporting services (such as electric power), backup media, and any other elements required for the system's operation.
• It is important to review the effectiveness of physical access controls in each area, both during normal business hours and at other times -- particularly when an area may be
unoccupied.
• It is recommended that each individual that is granted access rights to a facility should receive emergency procedures training for the facility and must sign the appropriate access and non-disclosure agreements.

Building fires are a particularly important security threat because of the potential for complete destruction of both hardware and data as well as the risk to human life.

Systems and the people who operate them need to have a
reasonably well-controlled operating environment. Failures of electric power, heating and air-conditioning systems, water, sewage, and other utilities will usually cause a service interruption and may damage hardware. Pioneer Staff must ensure that these utilities, including their many elements, function properly.

Staff must be made aware that a building may be subjected to a load greater than it can support. Commonly, this is a result of an IT13
Category: Information Technology
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earthquake, explosion that displaces or cuts structural members, or a fire that weakens structural members.

IT equipment may be marked with some form of identification that clearly indicates it is the property of the Company.

The Director of Finance and Administration, in collaboration with IT support, shall ensure:
• Policies and procedures safeguard the facility and the equipment therein from unauthorized physical access,
tampering, and theft.
• Policies and procedures include controls such as locked doors, signs warning of restricted areas, surveillance cameras, alarms, property controls (property asset tag, engravings), and personnel controls (Electronic Building FOB).
• Policies and procedures identify special circumstances when repairs or modifications to physical security components are required such as when special staff members with special access are terminated.
• Workstation physical safeguards restrict access only to authorized users.
• Procedures specify physical safeguards for workstations and other devices that access, receive, transmit, process, or store sensitive information.
• Procedures identify devices (e.g. workstations, desktops, laptops, tablets, smartphones, etc.) that can access systems containing sensitive information.
• Physical safeguards are effective at protecting workstations and other devices that access, receive, transmit, process, or store sensitive information.
• Procedures identify when additional physical safeguards are needed to protect workstations and other devices that access, receive, transmit, process, or store sensitive information. • Access points such as delivery, loading, and other points where unauthorized persons could enter the premises are IT13
Category: Information Technology
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controlled, and, if possible, isolated from information processing facilities to avoid unauthorized access.

Physical Security Assessments Overview
To maintain the integrity of Pioneer’s secure locations Physical Security Assessments must be performed based upon the following schedule:
• On a bi-annual basis
• Any time there is a change to the physical security of Pioneer’s assets
• Whenever an employee is hired/terminated
It is the responsibility of Pioneer’s Director of Finance and Administration to oversee the performance of these security assessments on a timely and consistent basis. Physical Security Assessments performed by Pioneer contain the following tasks:
• Review of suite and facility security
• Review of physical security systems
• Review of electronic security systems
• Review of IT Physical Security Policy
• Review of Personnel and Personnel Access
• Development of recommendations for security improvements All information gathered during the Physical Security Assessment shall be documented.

Physical Security Assessment Procedure
The following is a brief outline of the typical assessment process:
• Prior to beginning the Physical Security Assessment, copies of the previous physical security assessment, and current
Physical Security Policy are to be gathered and reviewed • Conduct detailed inspections of certain areas of the suite and facility
IT13
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• Coordinate with building/facility team to review employee access rights (Electronic Building FOBs) to the building • Review employee access within the suites alarm/security system
• Record all findings and recommendations for security
improvements with the Director of Finance and
Administration.

Any recommendations made during the final phase of the Physical Security Assessment are to be reviewed and addressed by the Director of Finance and Administration.

V. DISTRIBUTION
This policy is to be distributed to all Pioneer Staff.

VII. HISTORY
Version Date Description Approved By
2025.1 11/20/2025 Initial policy release

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ACCESS CHANGE POLICY
I. PURPOSE
The purpose of this policy is to ensure that Pioneer is making the necessary changes in access to organization resources and data when an employee’s job role changes or when an employee is terminated, either voluntarily or involuntarily, from Pioneer.

II. BACKGROUND
Computer accounts are the means used to grant access to Pioneer Information Resources. These accounts establish accountability, an essential component to any information security program, by linking system activity to specific users. Specific circumstances may require guests (non-Pioneer Staff) to have access to the organization’s Information Resources.

III. SCOPE
This policy applies to all Pioneer Staff that have access to the organization’s Information Resources.

IV. POLICY
Position Change
Should a position change occur, IT support will be notified to track and implement all permission changes. Depending on the type of change (promotion/demotion) the necessary access will be either granted or revoked from the Pioneer employee.

If the position change results in a reduction in access, IT support, in collaboration with the Director of Finance and Administration, will review the changes made to ensure that all necessary access has been revoked.

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Voluntary Termination
On the final day of employment with the organization, IT support will be notified to document and carry out the removal of all access to Pioneer assets, systems, and data. At the end of the day, the following steps will be taken.
• Revoke access (or remove accounts) to all applications, services, data that the individual has.
• Change the passwords of ALL shared accounts of which the user had access.
• Audit all services to ensure that all accounts for the user were removed or had their access revoked.
• Obtain any keys or other building security entry codes to ensure the former employee no longer has access.
• Pioneer will work with all customers and vendors of which the former employee had access to ensure all rights are revoked in a timely manner.

Involuntary Termination
While the termination is being presented to the former employee, IT support shall document the removal of all access to Pioneer assets, systems, and data and shall perform the removal immediately.

The following steps shall be taken during the access removal. • Revoke access (or remove accounts) to all applications, services, data that the individual has.
• Change the passwords of ALL shared accounts of which the user had access
• The organization will be made aware of the termination to ensure that no employees provide data or access to the
former employee.
• Audit all services to ensure that all accounts for the user were removed or had their access revoked.
• Obtain any keys or other building security entry codes to ensure the former employee no longer has access.

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• Pioneer will work with all customers and vendors of which the terminated employee had access to ensure all rights are revoked in a timely manner.

Once completed, IT support, in collaboration with the Director of Finance and Administration, will review the steps taken to ensure that all access has been revoked.

The Director of Finance and Administration, with assistance from IT Support, will ensure appropriate access to the former employee’s account data for auditing or business continuity purposes. Email forwarding to a monitored mailbox will be configured as needed.

V. DISTRIBUTION
This policy is to be distributed to all Pioneer staff who use Information Resources.

VII. HISTORY
Version Date Description Approved By
2025.1 11/20/2025 Initial policy release

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ACCESS CONTROL POLICY
I. PURPOSE
The purpose of this policy is to minimize potential exposure to Pioneer resulting from unauthorized use of resources and to preserve and protect the confidentiality, integrity, and availability of its systems.

III. SCOPE
This policy applies to all Pioneer Staff and approved guests that have access to the organization’s Information Resources.

IV. POLICY
Organization User Access
Access to Pioneer internal networks shall be done by authorized Pioneer staff only. It is each authorized staff member’s responsibility to prevent their UserID and password from being used to gain unauthorized access to Pioneer systems by:
• Following the organization’s Password Policy
• Logging out or locking any workstation that is left
unattended. Through our endpoint security configuration, Pioneer workstations will auto-lock after 15 minutes of inactivity.
• Leaving nothing on the display that may contain access information such as login names and passwords. Employees IT15
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should remember to lock their workstations any time they step away.

Pioneer subscribes to the principle of least privilege, which specifies that users are not granted more permissions/access than they need to complete their job duties effectively. Should an employee’s job role change, it is the responsibility of IT support to update the permissions of the employee to reflect the change in job role.

Access to operating systems is controlled by a secure login process.

All access to operating systems is via a unique login id that will be audited and can be traced back to each individual user. IT support must have individual administrator accounts that will be logged and audited and are only used when necessary to complete a job duty.

IT support will use a standard user account to perform job duties when an elevated Administrator account is not required.

Access within software applications must be restricted by using the security features built into the individual product or through a single sign-on (SSO) solution. The owner of the software application is responsible for granting access to information within the system.

The access must:
• Following the organization’s Password Policy
• Be separated into clearly defined roles
• Give the appropriate level of access required for the role of the user
• Be unable to be overridden by the user
• Be free from alteration rights inherited from the operating system that could allow unauthorized high levels of access • Be logged and auditable
Should changes to an employee’s access rights be necessary, the changes in permission must be approved by The Director of Finance and Administration, in collaboration with IT support. All changes should be documented.

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Access to Pioneer data shall be restricted to devices that are compliant with the organization’s cloud platform compliant device policies. For a device to be compliant with Pioneer’s policies, the devices must:
• Workstations
o Be joined to the organization’s cloud management
platform
o Be encrypted via BitLocker
o Have EDR installed and maintained
• Mobile Devices
o Be registered with the organization’s cloud platform
o Have the approved device management application
installed
o Access Data only via company portal apps
o Passcode or Biometric login required
o The software version must be kept up to date
It is imperative that all employees, contractors, and third-party vendors accessing our organizational data do so only from a compliant device. Any device not compliant with the compliant device policy will be denied access to Pioneer systems and resources. Exceptions to this policy may be granted under specific circumstances and must be requested through IT support.

Wireless Network Access
This section provides guidance to Pioneer IT support who deploy and manage wireless networks as well as to Staff who use wireless networks. Procedures shall be implemented to identify and document system connectivity, including any software used for wireless communication, and any communications media. The use of non-Pioneer wireless networks for accessing enterprise applications is not recommended. When working remotely or offsite, Pioneer-issued mobile hotspots are the preferred method of wireless connectivity.

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By using personally owned devices within the organization’s network for business purposes, Staff members are subject to organization policies restricting their use. Any personally owned devices, such as smartphones, wearable computing devices, wireless devices, or other electronic transmitters determined to have contributed to a security incident may be subject to seizure and retention by the Director of Finance and Administration.

To reduce risks related to wireless networks:
• Only Pioneer-approved Wireless networks shall be connected to Pioneer’s internal network (LAN). Guest Wireless networks shall not be connected to Pioneer’s internal network.
• Users inside the organization’s firewall may not connect to Pioneer’s network if they are using a wireless connection to connect to an external network.
• Wireless access points or devices with wireless capability are not allowed unless approved by IT support.

Guest Access
Access to Pioneer Information Resources by a guest shall be coordinated through a sponsor. The sponsor will typically have some relationship with the guest. The sponsor will take responsibility for the actions of the guest while they are utilizing Pioneer Information Resources.

The following categories of guests are eligible to be sponsored:
• New Staff waiting for their permanent logon credentials. • Staff attending orientation or educational events.
• Commercial vendors or suppliers invited to demonstrate their equipment.
• Media such as television, radio, newspapers, and magazines. • Conference and meeting presenters attending an event
sponsored by a Pioneer Department. Participants are eligible for sponsorship only if they are actively participating in the event and not just a member of the audience.

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Guest access to Information Resources shall be permitted only after approval from the appropriate sponsor. Guests are allowed to access the internet; however no internal access shall be permitted without the Director of Finance and Administration and IT support approval.

IT support shall implement a wireless network to support wireless access for guests. Procedures shall be established to ensure the guest wireless network cannot connect to the organization’s in-house network or access Pioneer data.

All guest accounts created must have an associated request and approval that is appropriate for the organization system or service.

All accounts must be uniquely identifiable using the assigned username.

All default passwords for accounts must be constructed in accordance with the organization’s Password Policy. All accounts should have a password expiration that complies with the guest sponsor time period and Password Policy.

IT support or other designated staff:
• Are responsible for granting, modifying, and removing guest accounts when they reach the end of their sponsor period. • Should have a documented process to modify a user account to accommodate situations such as name changes and
permission changes.
• Should have a documented process for periodically reviewing existing accounts for validity and ensure that guest accounts are removed in a timely manner.
• Are subject to independent audit review.
• Must provide a list of accounts for the systems they
administer when requested by the CEO or Director of Finance and Administration.

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• Must cooperate with the CEO or Director of Finance and Administration when investigating security incidents.

V. DISTRIBUTION
This policy is to be distributed to all Pioneer staff who use Information Resources.

VII. HISTORY
Version Date Description Approved By
2025.1 11/20/2025 Initial policy release

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IT INVENTORY MANAGEMENT POLICY
I. PURPOSE
The Purpose of this policy is to define the requirements for the identification, tracking, and management of all information system assets within the organization.

II. BACKGROUND
Proper inventory management ensures visibility into hardware, software, and virtual assets, enabling effective risk management, operational support, and compliance with cybersecurity
frameworks.

III. SCOPE
This policy applies to all Pioneer Staff that have access to the organization’s Information Resources.

IV. POLICY
Asset Inventory
Hardware, software, and cloud-based assets should be inventoried and tracked from acquisition through decommissioning. The inventory should include:
• Asset Type (Laptop, VM, Router, etc.)
• Unique Identifier (S/N, Hostname, Asset Tag, etc.)
• Assigned user
• Physical or logical location
• Status (In use, in storage, decommissioned)
• Network configuration details
Inventory Maintenance
The central asset inventory must be updated whenever assets maintained and managed by the organization are added, changed or removed. Quarterly reviews should be conducted to verify accuracy and completeness. Automated discovery tools and manual auditing may both be used to maintain the inventory.

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Unauthorized Equipment
Unauthorized equipment, sometimes known as Shadow IT, is strictly prohibited by Pioneer. Shadow IT consists of both hardware and software that is unapproved for organizational use. Shadow IT poses a risk to the organization by bypassing the security controls put into place by Pioneer.

Any unauthorized assets discovered will be assessed by IT support for removal, containment, or formal onboarding into the inventory.

Decommissioning and Disposal
Decommissioned assets must be securely wiped and physically destroyed in accordance with the organization’s Asset Disposal Policy. All disposal actions must be logged and retained for auditing purposes.

V. DISTRIBUTION
This policy is to be distributed to all Pioneer staff who use Information Resources.

VII. HISTORY
Version Date Description Approved By
2025.1 11/20/2025 Initial policy release

Page 1 of 2 ends

Staff Report – Item 1c
To: The Governing Board
From: Brad Koehn, Director of Finance and Administration Item 1c: Adopt Resolution Approving a Modified Sponsorship Program Date: 11/20/2025

RECOMMENDATION
Adopt Resolution Approving the Modified Special Event Sponsorship Policy.

BACKGROUND
At the July 2023 Pioneer Community Energy (“Pioneer”) Board meeting, the Board adopted a Special Event Sponsorship policy that established criteria and parameters for consideration of a Special Event Sponsorships that align with Pioneer’s strategic priorities. Sponsorships were intended to create engagement with member agencies and heighten awareness of Pioneer among customers and other stakeholders.

The 2022-2024 Strategic Plan included “Local Engagement” as a strategic priority. At the time the policy was adopted, the intent was to have at least one sponsorship in each member territory. Sponsorships were capped at $5,000 without approval from the Chief Executive Officer.

As Pioneer launched its special event sponsorship program, staff simultaneously increased outreach and in-person participation at events. Expansion efforts also drew attention to Pioneer, creating new ways to engage and support Pioneer’s strategic priorities. Consequently, as awareness of Pioneer grew, opportunities for local engagement also increased. By the end of 2024, staff had met and exceeded goals outlined in the 2022-2024 Strategic. During that same time, Pioneer also established a presence in statewide organizations like Rural County Representatives of California and the League of California Cities, elevating Pioneer’s profile on a larger scale.

ANALYSIS & DISCUSSION
The 2025-2027 Strategic Plan evolved “Local Engagement” to “Be A Community Partner,” with the goal of not only participating in local events but also finding and creating opportunities to have a positive impact and affirm Pioneer’s commitment to the communities it serves.

The existing Special Event Sponsorship program is just one component of Pioneer’s overall strategic communications plan, which also includes funding for paid advertisements in various mediums, website optimization, direct mail and email communications, community outreach, public relations and public affairs activities, and required regulatory communications. Investment in other communications mediums has increased since the Special Event Sponsorship Policy was adopted, but parameters for sponsorship have not.

While we often have a sponsorship presence at events, staff have found that Pioneer’s sponsorship sometimes pales in comparison to other similarly positioned organizations, including the investor-owned utility and utilities for neighboring communities that don’t even serve Pioneer customers.

Consistent with the previously approved policy, the modified sponsorship program ensures:
• Sponsorships will be evaluated on a case-by-case basis and must meet certain required criteria for eligibility, with an emphasis on alignment with advancing Pioneer’s mission, values and strategic priorities.
• Certain characteristics, already identified by the Pioneer Board, would prohibit sponsorship by Pioneer.

Agenda Item: 1c Agenda Date: 11/20/2025

Page 2 of 2 ends

• If a sponsorship satisfies the eligibility criteria, additional considerations will take place prior to final approval. These considerations include defining how well the request supports strategic coordination with other sponsorship opportunities to ensure balanced representation with current, future, and potential Pioneer communities
Specific modifications to the policy include:
• Expanding the policy to include educational opportunities that aid understanding of energy-related issues, particularly related to generation.
• Expanding the policy to include community impact projects that educate customers about how energy efficiency translates to ratepayer savings.
• Increasing the level of funding for select instances that represent strong or unique opportunities for significant exposure and strong market position from $5,000 to $15,000. Engaging at a higher level will better support Pioneer’s strategic objectives and help increase Pioneer’s brand awareness.

STRATEGIC PLAN
The Sponsorship program supports the “Be A Community Partner” priority of the 2025-2027 Strategic Plan.

FISCAL IMPACT
The Fiscal Year 2025-26 budget allocated funds for Special Event Sponsorships and no budget augmentation is requested.

ATTACHMENTS

1. Resolution Approve the Modified Sponsorship Policy.

2. Red-lined Special Event Sponsorship Policy.

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SPECIAL EVENT SPONSORSHIP POLICY
I. PURPOSE
The Special Event Sponsorship Policy (“Policy”) is established for the purpose of providing a framework and guidelines to ensure that all event sponsorship activities undertaken by Pioneer Community Energy (“Pioneer”) (1) align with and advance Pioneer’s mission, values and strategic priorities, and strengthen Pioneer’s reputation (2) reflect cost-effective use of ratepayer funds that prioritize communication to Pioneer’s existing, future and potential customers, and (3) adhere to Pioneer’s approved operating budget and all local, state and federal laws and regulations.

II. DEFINITIONS
Pioneer employs a variety of community engagement tactics to communicate with customers on a regular basis. These collective efforts share similar goals of elevating organizational and brand awareness, increasing community engagement among Pioneer’s existing, future and potential customers, and otherwise advancing Pioneer’s mission, values and strategic priorities.

This policy focuses on the guidelines surrounding “Special Event Sponsorships,” which are distinctly separate from other tactics such as “Paid Advertising” and standard “Community Outreach/Customer Care Activities” as defined below:
“Special Event Sponsorship” refers to a paid arrangement with an external organization that typically involves becoming an official partner promoter of a specific event or activity in exchange for guaranteed exposure in materials and advertising leading up to the event and at the event itself. The event or activity can span one day, multiple consecutive days, or reflect a series of events over an extended period of time. Special Event sponsorships are in addition FP12
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to paid advertising and community outreach/customer care activities/efforts.

Sponsorship benefits vary by event or activity but typically involve at least one or more of the following:
 Prominent display of logo on event websites and materials  Banner space at event venue
 Organizational mentions and/or spotlights during event  Opportunity to connect with and/or present to attendees during event
 Benefit from public association with external organization  Inclusion in pre- and post-event promotion, including earned media, paid advertising, and other forms of promotion
 Booth opportunity and/or tickets to attend event
Events typically considered for sponsorship include but are not limited to:
 Community Events
 Local Sporting Events/Tournaments
 Conferences/Conventions/Symposiums
 Digitally Hosted Events and Webinars
 Educational opportunities that aid understanding of energy-related issues, particularly related to generation  Community impact projects that educate customers about how energy efficiency translates to ratepayer savings
“Paid Advertising” refers to the one-time or recurring purchasing of space in a particular medium to communicate specific messaging to the public.

Paid advertising commonly includes, but is not limited to, placement in the following mediums:
 Radio and television
 Newspaper, magazine, brochures and pamphlets
 Websites, social media platforms and digital ads
 Banner space at stadiums or event venues
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 Billboards, digital marquees
“Community Outreach/Customer Care Activities” refer to the day-to-day efforts of Pioneer staff to engage with customers on a regular basis. Such efforts include, but are not limited to:
 On-site visibility via attendance at fairs and festivals  Participation in and registration for local Chamber events  On-site visits and presentations to stakeholder groups such as neighborhood associations, mobile home parks, senior centers, and other companies/organizations who regularly interact with Pioneer customers
 Hosting of and participation in webinars and town halls III. POLICY
A. ELIGIBILITY
Event Sponsorship opportunities must meet the following criteria to be considered:
i. Required Criteria
o alignment with and advancement of Pioneer’s
mission, values and strategic priorities including but
not limited to:
 Promoting local engagement of customers
 Improving participation rate
 Building upon strategic growth opportunities
 Elevating organizational awareness
o cost-effective use of ratepayer funds that prioritize communication to Pioneer’s existing and potential
customers
o adherence to Pioneer’s approved operating budget
o strategic coordination with other sponsorship
opportunities to ensure balanced representation with
current, future, and potential Pioneer communities
o compliance with all local, state and federal laws and regulations
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o possession by external organization of any legal
permits and insurance required to host event,
including additional liability coverage provided for
Pioneer if alcohol is made available at event
o avoidance of any prohibited characteristics as
described below
ii. Prohibited Characteristics
o The following are not eligible for sponsorship:
 For-profit entities
 Partisan or political events or organizations
 Religious organizations
 Individuals
 Specific groups or teams that are part of a
larger community organization, such as a
musical group or sports team
 Events or organizations that discriminate based
on race, color, ancestry, national origin,
religion, creed, age, disability, sex, gender,
sexual orientation, gender identity, gender
expression, medical condition, genetic
information, marital status, military or veteran
status
 Events or organizations known to be engaged
in activity that is unlawful or otherwise does
not align with Pioneer’s mission and values
o Sponsorships must not be used as a donation or
grant to a charitable or non-profit organization
B. EVALUATION PROCESS
All special event sponsorship requests will be reviewed on a case-by-case basis first by the Director of Communications, who shall make a recommendation toby the Chief Executive
OfficerDirector or designee as follows:

1. Requests will be screened for mandatory compliance
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prior to further consideration; requests that do not
meet the eligibility criteria will not move forward

2. If a request meets the eligibility criteria, additional considerations shall take place prior to approval
which include but are not limited to:
a. Availability of sponsorship budget
b. Timeliness of request in advance of event
c. Anticipated community attendance
d. Benefits included in sponsorship
e. Cost of sponsorship
f. Staff time required for both administration and
participation
g. How well the request supports strategic
coordination with other sponsorship
opportunities to ensure balanced
representation with current, future, and
potential Pioneer communities
h. Reputational impact
i. Alignment/timing with other strategic events
and priorities

3. The Chief Executive OfficerDirector or designee will respond to the requesting party with the final
determination once all considerations have been
completed.

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iii. Each sponsorship must be one that the Board and Staff could easily explain or defend as prudent use of public funds, since all transactions are a matter of public record. iv. As written policies cannot be established to cover every eventuality of sponsorships, all Pioneer Board and Staff must use their best judgment when expending ratepayer
funds.
v. In those instances where a reasonable person might
question an expenditure of public funds, please consult with the Department of Finance and Administration.

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 November 20, 2025, by the following vote on roll call:

Ayes:

Noes:

Absent:

Signed and approved by me after its passage.
______________________________
Chair of the Governing Board
Attest:
_______________________
Secretary
WHEREAS, the Board of Pioneer Community Energy desires to modify the Special Event Sponsorship Policy; and
WHEREAS, the Policy will be renamed to a Sponsorship Policy; and WHEREAS, the Policy provides a framework and guidelines to ensure that Sponsorships align with and advance Pioneer’s mission, values and strategic priorities, and strengthen Pioneer’s reputation; and
WHEREAS, the Policy reflects cost-effective use of ratepayer funds that prioritize communication to Pioneer’s existing, future and potential customers; and WHEREAS, the Policy identifies criteria for evaluating Sponsorship submittals; and WHEREAS, the Fiscal Year 2025-26 Budget includes funds for sponsorships.

In the matter of: RESOLUTION MODIFYING THE

SPECIAL EVENT SPONSORSHIP POLICY
Resolution No. ___

Page 2 ends

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

1. The above recitals are true and correct.

2. The Sponsorship Policy as presented in Exhibit A is approved.

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

Exhibit A: Sponsorship Policy

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SPONSORSHIP POLICY
I. PURPOSE
The Sponsorship Policy (“Policy”) is established for the purpose of providing a framework and guidelines to ensure that all sponsorship activities undertaken by Pioneer Community Energy (“Pioneer”) (1) align with and advance Pioneer’s mission, values and strategic priorities, and strengthen Pioneer’s reputation (2) reflect cost-effective use of ratepayer funds that prioritize communication to Pioneer’s existing, future and potential customers, and (3) adhere to Pioneer’s approved operating budget and all local, state and federal laws and regulations.

This policy focuses on the guidelines surrounding “Sponsorships,” which are distinctly separate from other tactics such as “Paid Advertising” and standard “Community Outreach/Customer Care Activities” as defined below:
“Sponsorship” refers to a paid arrangement with an external organization that typically involves becoming an official partner of a specific event or activity in exchange for guaranteed exposure in materials and advertising leading up to the event and at the event itself. The event or activity can span one day, multiple consecutive days, or reflect a series of events over an extended period of time.

Special Event sponsorships are in addition to paid advertising and community outreach/customer care activities/efforts.

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423479.1
Sponsorship benefits vary by event or activity but typically involve at least one or more of the following:
• Prominent display of logo on event websites and materials • Banner space at event venue
• Organizational mentions and/or spotlights during event • Opportunity to connect with and/or present to attendees during event
• Benefit from public association with external organization • Inclusion in pre- and post-event promotion, including earned media, paid advertising, and other forms of promotion
• Booth opportunity and/or tickets to attend event
Events typically considered for sponsorship include but are not limited to:
• Community Events
• Local Sporting Events
• Conferences/Conventions/Symposiums
• Digitally Hosted Events and Webinars
• Educational opportunities that aid understanding of energy-related issues, particularly related to generation • Community impact projects that educate customers about how energy efficiency translates to ratepayer savings
“Paid Advertising” refers to the one-time or recurring purchasing of space in a particular medium to communicate specific messaging to the public.

Paid advertising commonly includes, but is not limited to, placement in the following mediums:
• Radio and television
• Newspaper, magazine, brochures and pamphlets
• Websites, social media platforms and digital ads
• Banner space at stadiums or event venues
• Billboards, digital marquees
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423479.1
“Community Outreach/Customer Care Activities” refer to the day-to-day efforts of Pioneer staff to engage with customers on a regular basis. Such efforts include, but are not limited to:
• On-site visibility via attendance at fairs and festivals • Participation in and registration for local Chamber events • On-site visits and presentations to stakeholder groups such as neighborhood associations, mobile home parks, senior centers, and other companies/organizations who regularly interact with Pioneer customers
• Hosting of and participation in webinars and town halls III. POLICY
A. ELIGIBILITY
Sponsorship opportunities must meet the following criteria to be considered:
i. Required Criteria
o alignment with and advancement of Pioneer’s
mission, values and strategic priorities including but
not limited to:
 Promoting local engagement of customers
 Improving participation rate
 Building upon strategic growth opportunities
 Elevating organizational awareness
o cost-effective use of ratepayer funds that prioritize communication to Pioneer’s existing and potential
customers
o adherence to Pioneer’s approved operating budget
o strategic coordination with other sponsorship
opportunities to ensure balanced representation with
current, future, and potential Pioneer communities
o compliance with all local, state and federal laws and regulations
o possession by external organization of any legal
permits and insurance required to host event,
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423479.1
including additional liability coverage provided for
Pioneer if alcohol is made available at event
o avoidance of any prohibited characteristics as
described below
ii. Prohibited Characteristics
o The following are not eligible for sponsorship:
 For-profit entities
 Partisan or political events or organizations
 Religious organizations
 Individuals
 Specific groups or teams that are part of a
larger community organization, such as a
musical group or sports team
 Events or organizations that discriminate based
on race, color, ancestry, national origin,
religion, creed, age, disability, sex, gender,
sexual orientation, gender identity, gender
expression, medical condition, genetic
information, marital status, military or veteran
status
 Events or organizations known to be engaged
in activity that is unlawful or otherwise does
not align with Pioneer’s mission and values
o Sponsorships must not be used as a donation or
grant to a charitable or non-profit organization
B. EVALUATION PROCESS
All special event sponsorship requests will be reviewed on a case-by-case basis first by the Director of Communications, who shall make a recommendation to the Chief Executive Officer or designee as follows:

1. Requests will be screened for mandatory compliance
with the eligibility criteria as defined in this policy prior to further consideration; requests that do not
meet the eligibility criteria will not move forward
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423479.1

3. The Chief Executive Officer or designee will respond to the requesting party with the final determination
once all considerations have been completed.

C. RESPONSIBLE USE OF RATEPAYER FUNDS
i. Event sponsorships will not exceed $15,000 per event or activity and must be located in Pioneer’s existing, future, or potential expansion service territory per fiscal year. ii. As sponsorships represent use of ratepayer funds,
Pioneer’s Board and Staff must be continually reminded
that such expenditures represent the agency’s interest and reputation for prudent activities.
iii. Each sponsorship must be one that the Board and Staff could easily explain or defend as prudent use of public funds, since all transactions are a matter of public record. iv. As written policies cannot be established to cover every eventuality of sponsorships, all Pioneer Board and Staff FP12
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423479.1
must use their best judgment when expending ratepayer
funds.
v. In those instances where a reasonable person might
question an expenditure of public funds, please consult with the Department of Finance and Administration.

Page 1 of 6 ends

Staff Report – Item 2
To: The Governing Board
From: Chau Pham, Legislative and Regulatory Policy Analyst Item 2: End of Legislative Session and Regulatory Successes Update Date: 11/20/2025

RECOMMENDATION
Receive an update on the end-of-session legislative activities, including the following bills that Pioneer Community Energy (Pioneer) took a position on: Assembly Bill (AB) 706 (Aguiar-Curry), AB 66 (Tangipa), Senate Bill (SB) 88 (Caballero), AB 1227 (Ellis and Gallagher), and AB 825 (Petrie-Norris).

Receive an update on the regulatory successes and their associated cost savings secured by Pioneer, in collaboration with partners including Joint Community Choice Aggregators (CCAs) Group, California Community Choice Association (CalCCA), Keyes & Fox (KF), and NewGen Strategies and Solutions (NewGen).7

BACKGROUND
Being a community partner is a cornerstone of Pioneer’s Strategic Plan, and pushing for issues in the legislature that are important to our communities is a priority. Our service territory is disproportionately impacted by wildfires, and we want to mitigate that risk while providing grid stability. To that end, Pioneer has sponsored and is working closely with Assemblymember Aguiar-Curry’s office on AB 706 to receive funds to help develop bioenergy projects that would reduce forest waste, which acts as wildfire fuel, and provide many other benefits.

In 2025, the first year of a two-year legislative session, numerous bills were introduced that had the potential to impact the energy market, and Pioneer has taken positions on bills to address those that are most impactful to us. Throughout the legislative session, Pioneer worked with our contract lobbyists, Niemela Pappas and Associates (NPA), CalCCA, and other local partners to advocate for our bill positions.

The California State Legislature adjourned on September 13, 2025, and the Governor had a deadline of October 13, 2025, to sign or veto any bills.

On the regulatory front, Pioneer partnered with other CCAs, CalCCA, KF, and NewGen to oversee several proceedings that directly impact our operations, including procurement orders, biomass, and PG&E cost recovery processes. Through our partnership, Pioneer can advocate for policy positions and achieve demonstrable results, including cost savings, for our member agencies and customers.

ANALYSIS & DISCUSSION
Legislative Updates
Pioneer developed the 2025 Pioneer Legislative Policy and Platform based on the legislative policy and objectives approved by the Board in April of 2025. All relevant bills were analyzed, summarized, and generally ranked as Support, Watch, or Oppose by staff.

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

Agenda Item: 2 Agenda Date: 11/20/2025

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

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

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

Summary Results Table of Priority Active Bills
Bill Author Pioneer
Position Status
AB 706 Aguiar-Curry Support Held in Senate Policy Committee AB 66 Tangipa Support Held in Senate Policy Committee
SB 88 Caballero Support Vetoed by Governor
AB 1227 Ellis and
Gallagher Support Held in Senate Appropriations Committee AB 825 Petrie-Norris Support Signed by Governor
Highest Priority Active Bills in Further Detail
AB 706, Aguiar-Curry (D) - Forest Organic Residue, Energy, and Safety Transformation (FOREST) and Wildfire Prevention Fund Act
Impact to Pioneer: Yes
This is a Pioneer-sponsored bill that would establish the FOREST and Wildfire Prevention Fund to promote biomass utilization that contributes to California’s wildfire fuel reduction targets. This fund would be continuously appropriated to the fire fuel reduction procurement program, also established by this bill. The fund and program would promote adequate biomass development and procurement to ensure that forest waste generated from fuel reduction efforts can be processed into clean, firm energy, instead of being left to decay or managed through prescribed and open pile burning.

Priority: High
Position: Support. Pioneer’s service territory in the Sierra Nevada region contains an abundance of forest biomass waste, which, without proper management, turns into fuel for forest fires. Creating a fund to support the development and procurement of biomass energy would create a market for biomass waste, resulting in reduced wildfire risk through fuel reduction and an increased supply of renewable baseload energy.

Status: Held in Senate policy committee.

Agenda Item: 2 Agenda Date: 11/20/2025

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AB 66, Tangipa (R) - California Environmental Quality Act (CEQA): exemption: egress route projects: fire safety
Impact to Pioneer: Yes
This bill would provide a temporary CEQA exemption, until January 1, 2032, for projects that create or improve emergency egress routes in residential areas and communities that currently lack a secondary route.

Priority: High
Position: Support. Pioneer’s service territory and surrounding communities include high wildfire risk areas, which are especially at risk when there are not adequate emergency egress routes. This bill would expedite the development process of secondary egress routes to ensure our communities can safely and efficiently evacuate in the event of wildfires.

Status: Held in Senate policy committee
SB 88, Caballero (D) - The Biomass Utilization for Carbon Reduction Act Impact to Pioneer: Yes
This bill would require the California Air Resources Board, on or before January 1, 2028, to publish on its website an assessment of the life-cycle emissions from alternative uses of forest and agricultural biomass residues.

Priority: High
Position: Support. Pioneer’s service territory in the Sierra Nevada region contains an abundance of forest biomass waste, which, without proper management, turns into fuel for forest fires. The assessment required by this bill would highlight the value of avoided emissions associated with biomass waste utilization processes and provide more data-based evidence for the benefits of bioenergy.

Status: Vetoed by Governor
AB 1227, Ellis and Gallagher (R) - Wildfire safety: fuels reduction projects Impact to Pioneer: Yes
This bill would affirm the Governor’s State of Emergency Proclamation, issued on March 1, 2025, ordering state agencies to fast-track critical wildfire prevention projects by requiring specified state agencies to report on these expedited projects. The bill would also create a temporary CEQA exemption, until January 1, 2028, for critical fuels reduction projects conducted in communities located in high fire hazard severity zones.

Priority: High
Position: Support. Pioneer’s service territory and surrounding communities include high wildfire risk areas.

This bill would expedite critical wildfire prevention and fuel reduction projects in high-risk communities, promoting wildfire safety.

Status: Held in Senate appropriations committee.

Agenda Item: 2 Agenda Date: 11/20/2025

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AB 825, Petrie-Norris (D) - Independent System Operator: independent regional organization Impact to Pioneer: Yes
The contents of this bill were originally presented in SB 540 (Becker), but were moved over to AB 825 (Petrie-Norris) after several amendments and negotiations. This bill would provide the California Independent System Operator (CAISO) with the authority to implement the “Pathways Initiative,” which would enable CAISO to tap into a wider market of electricity sources throughout the broader Western region. Many studies have shown that establishing a regional energy market stands to provide Californians with significant cost savings, enhanced grid reliability, and reduced air pollution.

Priority: High
Position: Support. All California ratepayers, including Pioneer’s customers, are facing an energy affordability crisis, as both the demand and price of electricity continue to increase. Enabling the Pathways Initiative could provide substantial relief to our electricity grid and utility bills by allowing CAISO to draw upon a wider network of resources when the grid is stressed, and by enabling California’s export of excess renewables, such as solar, to other states, rather than curtailing them.

Status: Signed by Governor
Bills Deemed No Longer Relevant
AB 442, Hadwick (R) - California Environmental Quality Act: exemption: prescribed fire, thinning, and fuel reduction projects
This bill would expand the harvest area of a working forest management plan.

Status/Position: Pioneer removed AB 442 (Hadwick) from its “High: Support” category on the 2025 Legislative Policy and Platform due to it being gutted and amended. In its original form, AB 442 would have provided a CEQA exemption for prescribed fire, thinning, or fuel reduction projects undertaken within communities with a single ingress and evacuation route. In its amended form, the bill would expand the harvest area of a working forest management plan. Due to the substantial change in the bill topic and content, Pioneer deemed AB 442 no longer relevant.

SB 540, Becker (D) - Independent System Operator: independent regional organization Please refer to AB 825 above for a description of the contents of this bill.

Status/Position: Pioneer removed SB 540 (Becker) from its “High: Support” category on the 2025 Legislative Policy and Platform due to it being gutted. The contents of SB 540 were moved to a new bill vehicle, AB 825 (Petrie-Norris), which Pioneer supported.

Administrative Bills
SB 827, Gonzalez (D) - Local agency officials: training Impact to Pioneer: Yes
This bill expands the category of agency officials subject to ethics training (AB 1234) requirements to include "department heads, and similar administrative officers." The bill also requires that elected officials and administrative officers receive two hours of fiscal and financial training every two years. Current officials must receive this training by January 1, 2028 (unless their term ends before January 9, 2028), and new officials Agenda Item: 2 Agenda Date: 11/20/2025

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subject to these requirements must comply within the first six months of starting their positions. Lastly, the bill requires that agencies offer these trainings once per year, maintain records documenting compliance, and post clear instructions and contact information for requesting those records on the agency's website.

Status: Signed by Governor
SB 707, Durazo (D) - Open meetings: meeting and teleconference requirements.

Impact to Pioneer: Yes
SB 707 makes considerable changes to the Brown Act, some of which apply equally to all Brown Act legislative bodies, and some of which apply only to larger cities, counties, and special districts. Changes applicable to Pioneer include updating existing teleconferencing rules and adding new teleconferencing options, expanding certain meeting requirements, and mandating that copies of the Brown Act be provided to all members of the agency’s legislative bodies. In addition, SB 707 provides additional flexibility for members of multijurisdictional legislative bodies to appear remotely up to two meetings per year when they would need to travel over 20 miles to attend in person. Changes not applicable to Pioneer include new remote public comment, translation, and outreach requirements. For more information, please reference attachment 1 where Cal Cities has provided an explainer.

Status: Signed by Governor
Regulatory Successes
In addition to Pioneer’s efforts on legislation, Pioneer also works closely with the same partners in advancing and protecting our mission, vision, and values. The following are some key successes Pioneer achieved in 2025:

Bioenergy Market Adjusting Tariff (BioMAT) Implementation • Received two BioMAT program participation requests (PPRs) from local developers • Worked with Joint CCAs to advocate against sunsetting of BioMAT program Integrated Resource Planning (IRP): Effective response to proposed expedited procurement order • Conducted direct intervention in response to an industry request by American Clean Power California (ACP-CA) to mandate rushed and ill-conceived resource procurement • Successfully helped forestall ACP-CA's effort
CalCCA Regulatory Wins: Totaling an estimated $1.9 billion in cost savings for unbundled ratepayers Power Charge Indifference Adjustment (PCIA): Mitigated IOU proposal to increase PCIA • Blocked IOU request to modify market price benchmark (MPB) methodology to incorporate 5-year historical average, successfully advocated for 3-year average • Impact of keeping IOU proposal to modify RPS MPB methodology to incorporate 5-year average of transactions would have resulted in increases to the 2025 PCIA Aliso Canyon: No new procurement ordered
• 2000 MW of procurement was rejected due to CalCCA advocacy • Procurement costs would have been allocated to all LSEs and ratepayers Resource Adequacy (RA): Refinement of planning reserve margin (PRM) and counting rules for co-located resources • Advocated for rejection of PRM increase, resulting in 500 MW reduction in summer RA requirement Agenda Item: 2 Agenda Date: 11/20/2025

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• Corrected 2026 PRM error which reduced the requirement by 1.5% • Counted an additional 800 MW per month of co-located resources for summer value at the benchmark

STRATEGIC PLAN
The report supports the “Be A Community Partner”.

FISCAL IMPACT
There is no fiscal impact with the report.

ATTACHMENTS

1. Cal Cities Summary of SB 707.

SB 707 dramatically overhauled the
Brown Act. Here are some of its
notable provisions and major impacts
Oct 15, 2025
Cal Cities is also preparing a series of educational webinars about specific provisions in the bill and how to comply
By Johnnie Pina, legislative advocate (governance)
(https://www.calcities.org/people/johnnie-pi%C3%B1a)
On Oct. 3, Gov. Gavin Newsom signed SB 707 (Durazo)
(https://ctweb.capitoltrack.com/public/search.aspx?id=ad485199-37cd-42cd-8217- d19b4d257119&session=25&s=SB%20707&t=bill) , a dramatic overhaul (https://www.calcities.org/home/post/2025/09/17/sweeping-brown-act-changes-advance-to-gov-gavin-newsom-s-desk) of local government meeting requirements, into law.

Although the bill incorporates language from Cal Cities’ sponsored legislation and is aimed at improving transparency and public engagement, it also creates significant operational, fiscal, and legal challenges for cities. Among other provisions, SB 707 adds new remote public comment, translation, and outreach requirements, creates new exemptions from certain teleconferencing rules, and extends several sunsetting Brown Act laws.

Many of the bill’s mandates apply unevenly across cities and will generate substantial new costs for audiovisual equipment, translation services, and staff time — all without reimbursement. Notably, the state itself remains exempt from many of the same requirements it is imposing on local governments. 11/14/25, 9:03 AM SB 707 dramatically overhauled the Brown Act. Here are some of its notable provisions and major impacts | Cal Cities https://www.calcities.org/home/post/2025/10/15/sb-707-dramatically-overhauled-the-brown-act.-here-are-some-of-its-notable-provisions-and-major-im… 1/10 Below is a summary of the bill.

Note: SB 707 is nuanced and highly fact-specific. Moreover, many of the obligations imposed by the law will likely be difficult to implement. Ultimately, agencies should not assume that their current Brown Act protocols will satisfy all of SB 707’s requirements.

This article does not constitute legal advice. For specific analysis, guidance on compliance, and impacts on your specific agency, please consult with your city attorney.
“Eligible legislative bodies” defined
While SB 707 generally applies to all cities, certain portions only apply to newly coined “eligible legislative bodies,” which include the following:

A city council of a city with a population of 30,000 or more.

A city council of a city located in a county with a population of 600,000 or more.

Beginning July 1, 2026, eligible legislative bodies will need to meet additional requirements under the Brown Act, as described below.

Information on general Brown Act changes begins on the section titled “Alternative teleconferencing rules.”
Remote public comments
An eligible legislative body must provide the public with a way to attend meetings and comment via a “two-way telephonic” or “two-way audiovisual platform.” The bill describes a two-way telephonic service as a one “that does not require internet access and allows participants to dial a telephone number to listen and verbally participate.” A two-way audiovisual platform is defined as an “online 11/14/25, 9:03 AM SB 707 dramatically overhauled the Brown Act. Here are some of its notable provisions and major impacts | Cal Cities https://www.calcities.org/home/post/2025/10/15/sb-707-dramatically-overhauled-the-brown-act.-here-are-some-of-its-notable-provisions-and-major-im… 2/10 platform that provides participants with the ability to participate in a meeting via both an interactive video conference and a two-way telephonic service.” Internet service interruptions
An eligible legislative body must adopt, at a noticed public meeting in open session (not on consent), a policy on disruptions to telephonic or internet service.

The policy must include the following:

If a disruption prevents public participation through two-way telephonic or audiovisual platforms, the body shall recess open session for at least one hour and attempt in “good faith” to restore service.

The body may meet in closed session during the recess.

Open session may not reconvene until at least one hour has passed or service is restored, whichever comes first.

If service is not restored, the body may resume only after adopting, by roll call vote, a finding that good faith efforts were made and that continuing the meeting outweighs the public’s interest in remote access.

Reasonable translation assistance
An eligible legislative body shall “reasonably assist” members of the public who wish to translate a public meeting into any language or wish to receive an interpretation provided by another member of the public, so long as it does not disrupt the meeting.

An eligible legislative body shall publicize how to request assistance. Assistance may include any of the following, as determined by the eligible legislative body:

Arranging space for one or more interpreters at the meeting location.

Allowing extra time during the meeting for interpretation to occur.

Ensuring participants may utilize their personal equipment or reasonably access facilities for participants to access commercially available interpretation services.
11/14/25, 9:03 AM SB 707 dramatically overhauled the Brown Act. Here are some of its notable provisions and major impacts | Cal Cities https://www.calcities.org/home/post/2025/10/15/sb-707-dramatically-overhauled-the-brown-act.-here-are-some-of-its-notable-provisions-and-major-im… 3/10 This section does not actually require an eligible legislative body to provide interpretation services itself. Nor is the eligible legislative body responsible for the content or accuracy of any interpretation facilitated, assisted with, or provided.

The bill does not define what “reasonable” means.

City-provided agenda translations
The agenda for each meeting of an eligible legislative body shall be translated into all “applicable languages.” Each translation shall include instructions in the applicable language describing how to join the meeting by the telephonic or internet-based service option, including any requirements for registering public comment.

The accessible internet webpage shall be translated into all applicable languages. Each translation shall be accessible through a prominent direct link posted on the primary website home page of the eligible legislative body.

A translation made using a digital translation service shall satisfy the requirements. The bill expressly states that the agenda translation requirement does not apply to the entire agenda packet.
“Applicable languages” defined
For purposes of this bill, “applicable languages” means languages, according to data from the U.S. Census Bureau’s most recent American Community Survey, spoken jointly by 20% or more of the city’s population, provided that 20% or more of the population that speaks that language speaks English less than “very well.” For cities, the applicable population shall be determined pursuant to data from the U.S. Census Bureau’s most recent American Community Survey.

For an eligible legislative body, the applicable population shall be the population of the city.
11/14/25, 9:03 AM SB 707 dramatically overhauled the Brown Act. Here are some of its notable provisions and major impacts | Cal Cities https://www.calcities.org/home/post/2025/10/15/sb-707-dramatically-overhauled-the-brown-act.-here-are-some-of-its-notable-provisions-and-major-im… 4/10 If more than three languages meet the criteria, “applicable languages” shall mean the three languages that are spoken by the largest percentage of the population.

An eligible legislative body may determine the applicable languages based upon a source other than the most recent American Community Survey if it makes a finding, based upon substantial evidence, that the other source provides equally or more reliable data for the territory over which the eligible legislative body exercises jurisdiction.

Local outreach
An eligible legislative body must take the following steps to encourage public participation in meetings:

Provide a system to electronically accept and fulfill agenda requests (via email or an agenda management platform), with a prominent link on the body’s home page.

Maintain a dedicated, accessible webpage for public meetings that includes or links to:

A general explanation of the meeting process.

Instructions for submitting oral (in-person or remote) or written public comment.

A calendar, with the date, time, and location of each meeting.

Posted agendas.

A link to this webpage from the body’s home page.

Make reasonable efforts to invite groups that do not traditionally participate in meetings.

No legal action may be brought against the body for failing to provide information to a specific group.

Physical public posting location
An eligible legislative body shall make available a physical location that is freely accessible to the public in reasonable proximity to the physical location where 11/14/25, 9:03 AM SB 707 dramatically overhauled the Brown Act. Here are some of its notable provisions and major impacts | Cal Cities https://www.calcities.org/home/post/2025/10/15/sb-707-dramatically-overhauled-the-brown-act.-here-are-some-of-its-notable-provisions-and-major-im… 5/10 council agendas and translations are posted. Members of the public must be allowed to post additional translations of the council agenda in that location.

An eligible legislative body is not responsible for the content or accuracy of any translation provided pursuant to this subdivision.

The bill also states that no action shall be commenced or maintained against an eligible legislative body arising from the content, accuracy, posting, or removal of any translation provided by the eligible legislative body or posted by any person pursuant to this subdivision.

The following section is on general amendments to the Brown Act that are applicable to all cities, not only “eligible legislative bodies.” Alternative teleconferencing rules
SB 707 extends the existing AB 2449 alternative teleconferencing provisions until Jan. 1, 2030. AB 2449 authorizes limited remote participation from undisclosed locations due to “just cause” and “emergency circumstances.” As related to AB 2449, it also:

Allows members with certain military service obligations that result in them being unable to attend in person to use this provision.

Removes the requirement for the legislative body to approve each instance a member wants to participate remotely for “emergency circumstances,” and applies the same rules for participating remotely for “just cause” to “emergency circumstances.”
Requires that the minutes for the meeting identify the specific provision that each member relied upon to participate remotely. This subdivision shall not be construed to require the member to disclose any medical diagnosis, disability, or any personal medical information that is otherwise exempt under existing law.

Additionally, the bill confirms that members of legislative bodies with physical or mental disabilities may participate remotely per the Americans with Disabilities 11/14/25, 9:03 AM SB 707 dramatically overhauled the Brown Act. Here are some of its notable provisions and major impacts | Cal Cities https://www.calcities.org/home/post/2025/10/15/sb-707-dramatically-overhauled-the-brown-act.-here-are-some-of-its-notable-provisions-and-major-im… 6/10 Act and count towards any applicable in-person quorum requirements.

Subsidiary (advisory) bodies
Alternative teleconferencing is authorized for an “eligible subsidiary body,” defined as one that:

Serves exclusively in an advisory role.

Cannot take final action on legislation, regulations, contracts, licenses, permits, entitlements, grants, or fund allocations.

Does not have primary subject matter jurisdiction over elections, budgets, police oversight, privacy, restricting access to library materials, taxes, or related spending proposals.

These bodies may include elected officials, non-elected officials, or both.

An eligible subsidiary body may request to present recommendations to its legislative body, which must hold a discussion at a regular meeting within 60 days (or the next regular meeting). This discussion cannot be on consent, but may be combined with the legislative body’s subsequent findings for the next 12 months.

A legislative body may not act on recommendations until the meeting following the discussion.

To use teleconferencing pursuant to this section, the legislative body that established the eligible subsidiary body must make specific findings by majority vote. The legislative body that created the eligible subsidiary body may prohibit the eligible subsidiary body from using teleconferencing pursuant to this section at any time.

Multijurisdictional bodies teleconferencing
Alternative teleconferencing for an eligible multijurisdictional body is authorized if a member participates remotely only when their location is more than 20 miles 11/14/25, 9:03 AM SB 707 dramatically overhauled the Brown Act. Here are some of its notable provisions and major impacts | Cal Cities https://www.calcities.org/home/post/2025/10/15/sb-707-dramatically-overhauled-the-brown-act.-here-are-some-of-its-notable-provisions-and-major-im… 7/10 each way from the meeting location and the member receives no compensation other than reimbursement for actual and necessary expenses.

Neighborhood councils teleconferencing
An eligible neighborhood council may conduct a teleconference meeting if it complies with specific requirements.

Emergency teleconferencing
Teleconferencing flexibility is expanded during state-declared emergencies to include local emergencies.

Social media usage
Existing law allows members to engage in separate conversations or communications outside of a meeting using social media for specified purposes, provided, among other things, that a majority of the members do not use the platform to discuss business of a specific nature that is within the subject matter jurisdiction of the legislative body. This bill makes this exception indefinite.

Zoom bombing
Existing law authorizes the presiding member of the legislative body conducting a meeting or their designee to remove an individual for disrupting the meeting. This bill specifies that these rules are also applicable to any teleconferenced meeting.

Open meeting compensation discussions
Existing law requires legislative bodies to provide oral summaries of compensation recommendations for certain employees before taking final action; this bill adds department heads to that requirement.
11/14/25, 9:03 AM SB 707 dramatically overhauled the Brown Act. Here are some of its notable provisions and major impacts | Cal Cities https://www.calcities.org/home/post/2025/10/15/sb-707-dramatically-overhauled-the-brown-act.-here-are-some-of-its-notable-provisions-and-major-im… 8/10 Agendizing items previously considered by committee
Existing law specifies that an agenda is not required to provide an opportunity for members of the public to address the legislative body on any item that has already been considered by a committee composed of members of the legislative body.

This bill specifies that, with limited exception, such an opportunity must be provided when the item has been substantially changed since the committee heard the item; a quorum of the committee members did not originally participate; or the committee has primary subject matter jurisdiction on elections, budgets, police oversight, privacy, removing from, or restricting access to, materials available in public libraries, taxes, or related spending proposals.

Copy of the Brown Act
An agency must provide a copy of the Brown Act to any person elected or appointed to serve as a member of a legislative body of the local agency.

This explainer is for informational purposes only. It does not constitute legal advice. Please contact your city attorney for guidance specific to your jurisdiction.
1400 K Street, Suite 400
Sacramento, CA 95814
P: (916) 658-8200
F: (916) 658-8240
11/14/25, 9:03 AM SB 707 dramatically overhauled the Brown Act. Here are some of its notable provisions and major impacts | Cal Cities https://www.calcities.org/home/post/2025/10/15/sb-707-dramatically-overhauled-the-brown-act.-here-are-some-of-its-notable-provisions-and-major-im… 9/10 11/14/25, 9:03 AM SB 707 dramatically overhauled the Brown Act. Here are some of its notable provisions and major impacts | Cal Cities https://www.calcities.org/home/post/2025/10/15/sb-707-dramatically-overhauled-the-brown-act.-here-are-some-of-its-notable-provisions-and-major-i… 10/10

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Staff Report – Item 3
To: The Governing Board
From: Gina Stassi-Vanacore, Director of Communications
Item 3: Presentation on the Recipients of the Calpine Energy Solutions Community Benefits Program
Date: 11/20/2025

RECOMMENDATION
Receive a presentation on the recipients of Calpine Energy Solutions Community Benefits Program.

BACKGROUND
At its May 15, 2025, Pioneer Community Energy (Pioneer) Board of Directors meeting, Calpine Community Energy (Calpine) - Pioneer’s vendor for data management, billing, and customer call center support - shared details about its community benefits grant program. This program allows for three percent (3%) of its total contract amount with Pioneer to be reinvested annually into the communities Pioneer serves.

The program is administered independently by Calpine; however, Pioneer provided input into the funding categories and promoted the grant opportunity through various channels.

ANALYSIS & DISCUSSION
A total of $63,357 in available funding was allocated, with three to five awards ranging from $10,000 to $25,000 available to IRS-designated 501(c) (3) non-profit organizations within Pioneer’s service territory.

Pioneer collaborated closely with Calpine to promote grant availability and the application process by disseminating information through a press release, e-blast, social media, webinar, and webpage.

A total of 15 applications were received. Grant recipients were selected based on a comprehensive evaluation of each organization and the nominated project. The assessment framework centered on key areas, including the advancement of research and planning for wildfire mitigation, providing support for economically disadvantaged groups or individuals, and workforce development. 2025 Community Benefits Grant recipients:
• Feeding the Foothills, which provides emergency food response and distribution to those in need throughout El Dorado, Nevada, and Placer counties. ($25,000) • Silver Wishes, which supports seniors living in Placer County through granting wishes, including helping seniors overcome a variety of challenges. ($10,000)
• KVMR Public Radio, works to raise awareness and mobilize the community to prevent and prepare for wildfires through increased planning, strategic partnerships, and ongoing public engagement.  ($25,000)
Recipients have been notified, and all funds will be released to recipients during November 2025.

STRATEGIC PLAN
This effort aligns with Pioneer’s “Be a Community Partner” strategic priority.

FISCAL IMPACT
There is no fiscal impact with this report.

ATTACHMENTS
There are no attachments to this report.

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Staff Report – Item 4
To: The Governing Board
From: Kristoffer Antigua, Power Supply Contracts Manager Item 4: Update to Microgrid Incentive Program Applications Date: 11/20/2025

RECOMMENDATION
Receive an update from Pioneer Community Energy (Pioneer) staff regarding applications for the Microgrid Incentive Program (MIP).

BACKGROUND
One of the cornerstones of Pioneer’s Strategic Plan is to be a community partner. Some of the communities that Pioneer serves suffer from frequent Enhanced Powerline Safety Settings (EPSS) events, putting critical facilities in danger of not having any power. To address this, Pioneer identified microgrids as a means to alleviate EPSS events, providing power even when these events occur. The difficulty with microgrids is that they are expensive to fund, and Pioneer also found a means to help address that issue through identifying funds available through the MIP.

Senate Bill 1339 directed the California Public Utilities Commission (CPUC) to develop policies related to California’s development of microgrids. In April 2023, the CPUC approved plans for a $200 million MIP designed to support the development of clean community microgrids in disadvantaged and vulnerable communities (DVCs). Of the $200 million budget, $87.2 million is for PG&E and its service territory.

PG&E launched its MIP in early 2023. In its first tranche, PG&E received 47 inquiries from tribal governments, local governments, and community-based organizations (CBOs). 22 of the 47 project inquiries advanced to the application submission stage. Applicants received an application development grant of up to $25,000 to cover the cost of submitting a completed application. Nine of the 22 submitted applications were awarded funding up to $43 million. In its second tranche, PG&E is awarding up to 7 projects or $30 million.

At the June 19, 2025, Board Meeting, Pioneer presented an overview of MIP, the MIP Handbook, project scoring, and Pioneer’s plan to submit applications for potential microgrids at four locations within its service territory – Georgetown, Foresthill, and two in Grass Valley. Pioneer informed the Board it had submitted initial consultation requests for the four potential microgrids and scheduled an initial consultation with PG&E for June 25th. This Staff Report provides an update on those MIP applications.

ANALYSIS & DISCUSSION
At the June 25th PG&E initial consultation meeting, PG&E notified Pioneer that the proposed microgrid projects satisfied the MIP eligibility requirements (e.g., located in an area vulnerable to outages, located in a DVC, or powering a critical community facility that primarily serves a DVC, and technical eligibility). Therefore, Pioneer could proceed to the technical consultation stage. The technical consultation stage requires a technical engineering partner to assist an applicant in the technical aspects of the MIP application and to communicate with PG&E on technical matters. Pioneer issued an RFP to find a technical engineering partner or partners for the projects and eventually chose Arup for the Grass Valley projects and PAE Engineers for the Foresthill and Georgetown projects.

Agenda Item: 4 Agenda Date: 11/20/2025

Page 2 of 4 ends

Starting in early October, Pioneer and its technical engineering partners began working on proposed microgrid boundaries that maximize the benefits scoring (e.g., customer and community benefits, resiliency benefits, and environmental benefits) and minimize the negative scoring based on the cost to develop the microgrid.

The proposed microgrid boundaries are: (1) the Grass Valley project that includes the Nevada Irrigation District Building, Margaret G. Scotten Elementary School, and Lyman Gilmore Middle School; (2) the Nevada City project that includes the Rood Center, Nevada County Corrections Building, and Nevada County Madelyn Helling Library; (3) the Foresthill project that includes the Foresthill High School, Placer County Water Agency – Foresthill Office, and Post Office; and (4) the Georgetown project that includes the Georgetown Elementary School and District Office, Fire Station, and Library. The Nevada City project replaced what would have been a second microgrid location in Grass Valley. The proposed microgrid boundaries, subject to change based on the load data information received from PG&E, are below.

Georgetown Proposed Microgrid
Foresthill Proposed Microgrid
Agenda Item: 4 Agenda Date: 11/20/2025

Page 3 of 4 ends

Grass Valley Proposed Microgrid
Nevada City Proposed Microgrid
On October 21st
, Pioneer had its first of up to three technical consultation meetings with PG&E. Pioneer presented the 4 proposed microgrid boundaries which were received favorably by PG&E. The next steps are to receive load data from PG&E to determine the required generation capacity and to modify the boundaries as needed, and to complete and submit the MIP application.

The deadline to apply is December 17, 2025. In this tranche, PG&E received 56 inquiries. It is unknown how many will apply. Pioneer will apply for all four microgrid projects and will know in February or March of 2026 whether any of its projects are awarded funding.

STRATEGIC PLAN
The recommendation supports the “Be a Community Partner” goal.

FISCAL IMPACT
There is no fiscal impact with the report.

Agenda Item: 4 Agenda Date: 11/20/2025

Page 4 of 4 ends

ATTACHMENTS
There are no attachments to the report.

Page 1 of 3 ends

Staff Report – Item 5
To: The Governing Board
From: Brad Koehn, Director of Finance and Administration Item 5: Adopt Resolution Approving and Authorizing the Chief Executive Officer to Execute Any and All Documents and Agreements to Modify Line of Credit and Letter of Credit Agreements with Columbia Bank
Date: 11/20/2025

RECOMMENDATION
Adopt resolution approving and authorizing the Chief Executive Officer to execute any and all documents and agreements to modify Line of Credit and Letter of Credit agreements with Columbia Bank.

BACKGROUND
Pioneer Community Energy (“Pioneer”) routinely solicits energy bids in accordance with its Energy Risk Management Policy. Potential energy suppliers may require collateral from Pioneer when executing a power agreement, even though such requests have largely been mitigated by Pioneer’s A- credit rating issued by S&P.

In addition, CAISO also requires Pioneer to maintain a sufficient collateral position to accommodate the volatility of the energy market during its daily settlement of power demand and supply costs. When collateral is required by these entities, Pioneer can use a Letter of Credit to satisfy collateral needs instead of posting cash. Using a Letter of Credit for collateral postings allows Pioneer to preserve cash liquidity, which not only strengthens Pioneer’s balance sheet, but is also viewed favorably by the national rating organizations, such as S&P.

Pioneer currently maintains a $30 million Line of Credit with Columbia Bank (formerly Umpqua Bank), which serves the sole purpose of supporting the issuance of Letters of Credit to requiring energy suppliers. The Board first approved a $20 million Line of Credit in May 2022, and subsequently approved an increase to $30 million in January 2024.

ANALYSIS & DISCUSSION
The Line of Credit has been a valuable financial tool for Pioneer to maintain and improve its cash position by preserving cash. The proposed modified Line of Credit is different than prior Lines of Credit in two ways:
(1) First, the Line of Credit amount would be increased to $50 million, and (2) Second, the $50 million would be divided into two ‘buckets’ for two separate purposes:
a. One ‘bucket’ ($20 million) would be solely used for securing the issuances of Letters of Credit b. The second ‘bucket’ ($30 million) would only be available as working capital.

Staff anticipates that the $20 million set aside for securing Letters of Credit will be sufficient for the necessary CAISO collateral, even with the upcoming expansion to the 13 new communities that will more than double Pioneer’s electric load in Fall 2027. However, the energy market prices at the time of expansion launch is a large unknown variable in that calculation.

The $30 million available for working capital allows Pioneer to preserve cash to help manage the impact of drawdowns of Pioneer’s reserves. A scenario where working capital would be advantageous include avoiding a reserves drawdown that may trigger a S&P credit rating downgrade or cause Pioneer’s reserves to fall below a minimum threshold.

Agenda Item: 5 Agenda Date: 11/20/2025

Page 2 of 3 ends

Use of a Line of Credit for working capital purposes also allows cash that would otherwise be spent on energy and operating expenses to instead be accruing interest earnings.

Fee Structure
The fee structure is below and is unchanged from the prior agreements:

Line of Credit
• Annual standby fee of 0.75%
• Prime + 0.5% (or 4% whichever is higher) would be
applicable if Pioneer defaults on a Letter of Credit
and the Line of Credit is used to support the Letter of Credit and/or an advance for working capital is
acquired.

Letter(s) of Credit • 2.0% per annum
Covenants
There are some covenant modifications from the existing agreement to the pending agreement that Pioneer must fulfill. A summary of key covenants can be found below:

Good Faith Estimates
Under Government Code Section 5852.1, Columbia Bank has provided Pioneer with the following required good faith estimates for Line of Credit and Letter of Credit agreements:
• A True Interest Cost: Variable rate of interest equal to the higher of (a) Prime Rate plus 0.5% per annum, and (b) 4% per annum when the line is drawn on and so long as an event of default has not occurred.
• Finance Charge: $625,000 annually, which consists of an annual loan fee of 0.75% and Letter of Credit Fee of 2% per annum on the required credit amount but does not include one-time legal costs associated with the new Loan Agreement currently estimated at $30,000. • Amount of Proceeds to be Received by Pioneer: $-0- unless disbursements are required. • Total Payment Amount: $-0- unless the line is drawn on, and if the line is drawn, the interest rates and the letter of credit fees set forth above will apply.

FISCAL IMPACT
Pioneer will pay a Line of Credit fee and, if/when Letter(s) of Credit are issued, a fee based on the amount issued per the Letter(s) of Credit. If Pioneer receives an advance from the Working Capital allotment, the Covenant Existing Agreement Pending Agreement
CPA Audit Financial Statements 270 days after FY end Same Annual Budget 30 days after approval Same
Qtrly unaudited Financial Statements 60 days after Qtr end Same Debt Ratio No less than 1.20 Same
Days out of Debt Requirement N/A Must have a zero balance for 30 days in the previous 12 months annually
Deposit Relationship $15 million balance $30 million average balance Investment Account Zero Up to $15 million balance credited towards Deposit Relationship
Days Cash on Hand (Liquidity) 90 days 120 days
Agenda Item: 5 Agenda Date: 11/20/2025

Page 3 of 3 ends

interest expense would be Prime + 0.5% or 4%, whichever is higher. The Budget included appropriations sufficient to fund such line of credit/letter(s) of credit costs for Fiscal Year 2025-26 in the amount of $462,500.

Although this financial tool has a cost, that resulting preserved cash is able to generate interest earnings that can be viewed as offsetting at least a portion of those Line of Credit and Letter of Credit fees.

ATTACHMENTS

1. Resolution Approving and Authorizing the Chief Executive Officer to Execute Any and All Documents and Agreements to Modify Line of Credit and Letter of Credit Agreements with Columbia Bank 423468.1
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 November 20, 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”) obtains energy provided by energy suppliers for its customers; and
WHEREAS, Pioneer routinely executes energy contracts, and an energy supplier may require collateral either in the form of cash or a Letter of Credit to agree to an energy contract with Pioneer; and
WHEREAS, past indicative pricing for suppliers that require collateral have demonstrated cost of energy savings even after accounting for the cost of collateral; and WHEREAS, on January 18, 2024, the Governing Board authorized Pioneer to execute an expansion of the then existing line of credit (the “Line of Credit”) with Columbia Bank (formerly known as Umpqua Bank) (the “Lender”) for up to $30 million to allow Pioneer to offer collateral via Letter of Credit to potential power suppliers as a tool in negotiating favorable pricing and attract more creditworthy suppliers, and Pioneer and the Lender executed the Amended and Restated Credit Agreement dated March 25, 2024 (the “Prior Agreement”); and WHEREAS, the use of a Line of Credit for collateral posting preserves Pioneer’s cash for liquidity purposes and for achieving the minimum Board-approved Reserves target; and In the matter of: RESOLUTION APPROVING AND

AUTHORIZING THE CHIEF EXECUTIVE OFFICER TO

EXECUTE ANY AND ALL DOCUMENTS AND

AGREEMENTS TO MODIFY LINE OF CREDIT AND

LETTER OF CREDIT AGREEMENTS WITH COLUMBIA
BANK
2 423468.1
WHEREAS, Pioneer has requested an additional increase of the limit of the Line of Credit and the Prior Agreement by an additional $20 million (for a total of up to $50 million), of which $20 million will be used for Letters of Credit and $30 million of which Pioneer may use for working capital or other legal purposes, [which may be viewed favorably by a national rating agency for rating purposes thereby potentially reducing future borrowing costs; and WHEREAS, the Lender is offering the same cost structure and substantially the same terms for the expanded facility as was approved by the Board in January 2024 as set forth in the Amended and Restatement Credit Agreement No. 1 to be executed between Pioneer and the Lender (the “New Agreement”); and
WHEREAS, Senate Bill 450 (Chapter 625 of the 2017-2018 Session of the California Legislature) (“SB 450”) requires that the Board of Directors (the “Board”) obtain from an underwriter, municipal advisor or private lender and disclose, prior to authorization of the issuance of bonds, including debt instruments such as the New Agreement, with a term of greater than 13 months, good faith estimates of the following information in a meeting open to the public: (a) the true interest cost of the loan payments made pursuant to the New Agreement (the “Loan Payments”), (b) the sum of all fees and charges paid to third parties with respect to the New Agreement, (c) the amount of proceeds of the Loan Agreement expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the Loan Agreement, and (d) the sum total of all Loan Payments with respect to the New Agreement calculated to the final Loan Payment Date under the New Agreement plus the fees and charges paid to third parties not paid with the proceeds of the New Agreement; and
WHEREAS, In accordance with SB 450, good faith estimates of the following have been obtained from Columbia Bank and are set forth on Exhibit A attached hereto: (a) the true interest cost of the Loan Payments, (b) the sum of all fees and charges paid to third parties with respect to the New Agreement, (c) the amount of proceeds of the New Agreement expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the New Agreement, and (d) the sum total of all Loan Payments calculated to the final Loan Payment Date under the New Agreement plus the fees and charges paid to third parties not paid with the proceeds of the New Agreement.

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 or his designee to execute the New Agreement for a maximum amount of $50 million, with $20 million to provide for the issuance Letter(s) of Credit and $30 million to be used by Pioneer for working capital and other legal purposes, from the Lender, provided that the term does not extend beyond 5 years, interest costs does not exceed the higher of (a) Prime Rate plus 0.5% per annum, and (b) 4.00% per annum, and the annual Line of Credit fee does not exceed 0.75%, and the Letter(s) of Credit Fee does not exceed 2% per annum on the required credit amount.

3. The Governing Board hereby authorizes the Chief Executive Officer or his designee to execute all documents deemed necessary to consummate the New Agreement and Letter(s) of Credit with the Lender.
3 423468.1

4. The Governing Board hereby authorizes and directs the Chief Executive Officer or his designee and other officers and agents of Pioneer, and each of them individually, for and in the name of and on behalf of Pioneer, to do any and all things and to execute and deliver any and all documents that they may deem necessary to assist Pioneer in increasing the Line of Credit, but not limited to, any certificates, instructions, notices or other documents required by the New Agreement and otherwise to carry out, give effect to, and comply with the terms and intent of this resolution. All actions heretofore taken by such officers and agents that are in conformity with the purposes and intent of this resolution are hereby ratified, confirmed and approved in all respects.

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

Exhibit A: Good Faith Estimate
Exhibit B: Line of Credit Agreement
4 423468.1
Exhibit A

GOOD FAITH ESTIMATES
The following information was obtained from the Pioneer Community Energy’s (Pioneer) lender (Columbia Bank) and is provided in compliance with Senate Bill 450 (Chapter 625 of the 2017- 2018 Session of the California Legislature) with respect to the Loan Agreement:

1. True Interest Cost of the Loan Agreement. A good faith estimate of the true interest cost of the loan payments made pursuant to the Loan Agreement (the “Loan Payments”), which means the rate necessary to discount the amounts allocable as principal and interest components and payable on the respective Loan Payment Dates, as described under the Loan Agreement is a variable rate of interest equal to the higher of (a) Prime Rate plus [0.50]% per annum, and (b) [four] percent [4.00]% per annum when the line is drawn on and so long as an event of default has not occurred.

2. Finance Charge of the Loan Agreement. A good faith current estimate of Pioneer’s finance charge of the Loan Agreement, which means the sum of all fees and charges paid to third parties is estimated at $625,000 annually (which consists of an annual loan fee of 0.75% and Letter of Credit Fee of 2% per annum on the required credit amount but does not include one time legal costs associated with the new Loan Agreement currently estimated at $30,000).

3. Amount of Proceeds to be Received by Pioneer. A good faith estimate of the amount of proceeds expected to be received by Pioneer for sale of the Loan Agreement less the finance charge of the Loan Agreement described in paragraph 2 above, will be $-0- unless disbursements are required.

4. Total Payment Amount. A good faith estimate of the total payment amount, which means the sum total of all Loan Payments Pioneer will make to pay its obligations on the Loan Agreement plus the finance charge of the Loan Agreement described in paragraph 2 above not paid with the proceeds of the Loan Agreement, calculated to the final Loan Payment Date under the Loan Agreement, is estimated at $-0- unless the line is drawn on, and if the line is drawn, the interest rates and the letter of credit fees set forth above will apply.

The foregoing estimates constitute good faith estimates only. The actual principal amount of the Loan Agreement the true interest cost thereof, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of the Loan Agreement being different than the date executed for purposes of such estimates, (b) the actual principal amount of the amounts being borrowed thereunder, (c) other market conditions, or (d) alterations in Pioneer’s financing plan, or a combination of such factors. The actual date of the Loan Agreement and the actual principal amount of loans thereunder will be determined by Pioneer based on the timing of the need for proceeds of the Loan Agreement and other factors. 4901-0138-2255.5
Exhibit B
AMENDED AND RESTATED CREDIT AGREEMENT NO. 1
Dated __________, 2025
by and between

PIONEER COMMUNITY ENERGY,
as Borrower
and

COLUMBIA BANK,
as Lender
4901-0138-2255.5

TABLE OF CONTENTS
Page
(i)
SECTION 1. DEFINITIONS AND INTERPRETATION. ...........................................................1 Section 1.1 Definitions.................................................................................................1 Section 1.2 Other Interpretive Provisions ....................................................................9 Section 1.3 Accounting Principles .............................................................................10 SECTION 2. THE REVOLVING LINE OF CREDIT................................................................10 Section 2.1 Revolving Credit .....................................................................................10 Section 2.2 Advances .................................................................................................11 Section 2.3 Promissory Note ......................................................................................11 Section 2.4 Repayment...............................................................................................11 Section 2.5 Extension of the Revolving Credit Termination Date.............................11 SECTION 3. INTEREST, LATE FEES, PREPAYMENTS AND APPLICATIONS. ...............11 Section 3.1 Interest Payments.....................................................................................11 Section 3.2 Computation of Interest; Minimum and Maximum Interest Rates .........12 Section 3.3 Reserved ..................................................................................................12 Section 3.4 Place and Application of Payments and Collections...............................12 Section 3.5 Notations..................................................................................................12 SECTION 4. LETTERS OF CREDIT.........................................................................................12 Section 4.1 Letter of Credit Commitment ..................................................................12 Section 4.2 Issuance of Letters of Credit....................................................................14 Section 4.3 Drawings and Reimbursements of Letters of Credit ...............................14 Section 4.4 Unexpired Letters of Credit.....................................................................14 Section 4.5 Obligations Absolute ...............................................................................15 Section 4.6 Role of Lender as Letter of Credit Issuer ................................................16 Section 4.7 Applicability of ISP, Limitation of Liability...........................................16 Section 4.8 Letter of Credit Fees................................................................................17 SECTION 5. FEES. .................................................................................................................17 SECTION 6. CONDITIONS PRECEDENT TO AMENDED AND RESTATED CREDIT AGREEMENT.......................................................................................................18 Section 6.1 Conditions to Closing..............................................................................18 SECTION 7. COLLATERAL. ....................................................................................................19 Section 7.1 Pledge and Security .................................................................................19 Section 7.2 Receipt and Deposit of Revenues............................................................19 Section 7.3 Maintenance of Accounts for Revenues; Use and Withdrawal of Revenues..................................................................................................19 Section 7.4 Payments Due Hereunder........................................................................20 SECTION 8. REPRESENTATIONS AND WARRANTIES......................................................20 Section 8.1 Organization and Qualification; Authority; Consents.............................20 Section 8.2 Legal Effect .............................................................................................21 4901-0138-2255.5
Table of Contents (continued)
Page
(ii)
Section 8.3 Subsidiaries..............................................................................................21 Section 8.4 Use of Proceeds.......................................................................................21 Section 8.5 Financial Reports.....................................................................................21 Section 8.6 Full Disclosure.........................................................................................21 Section 8.7 Litigation .................................................................................................21 Section 8.8 Good Title................................................................................................22 Section 8.9 Members..................................................................................................22 Section 8.10 Compliance with Laws............................................................................22 Section 8.11 Environmental Matters............................................................................22 Section 8.12 Other Agreements....................................................................................22 Section 8.13 No Default ...............................................................................................22 Section 8.14 Sovereign Immunity ................................................................................22 Section 8.15 Anti-Terrorism and Anti-Corruption Laws.............................................22 Section 8.16 Incorporation of Representations and Warranties...................................23 Section 8.17 No Proposed Legal Changes ...................................................................23 Section 8.18 Regulation U............................................................................................23 Section 8.19 Usury .......................................................................................................23 Section 8.20 Insurance..................................................................................................23 Section 8.21 ERISA......................................................................................................23 SECTION 9. CONDITIONS PRECEDENT TO ADVANCES..................................................23 Section 9.1 All Advances...........................................................................................23 SECTION 10. COVENANTS. ......................................................................................................24 Section 10.1 Maintenance of Business.........................................................................24 Section 10.2 Reports.....................................................................................................24 Section 10.3 Debt Ratio................................................................................................25 Section 10.4 Deposit Relationship ...............................................................................25 Section 10.5 Cash on Hand to Revolving Credit Commitment....................................25 Section 10.6 Eminent Domain Proceeds......................................................................25 Section 10.7 Further Assurances..................................................................................26 Section 10.8 Protection of Security and Rights of Lender...........................................26 Section 10.9 Inspection ................................................................................................26 Section 10.10 Liens........................................................................................................26 Section 10.11 Investments, Acquisitions, Loans, Advances and Guaranties.................27 Section 10.12 Compliance with Laws............................................................................27 Section 10.13 Contracts With Members.........................................................................27 Section 10.14 Notices of Claims and Litigation.............................................................27 Section 10.15 Other Agreements....................................................................................27 Section 10.16 Performance.............................................................................................28 Section 10.17 Compliance Certificates ..........................................................................28 Section 10.18 Fiscal Year...............................................................................................28 Section 10.19 No Priority for Additional Obligations; Parity Debt and Subordinate Debt .........................................................................................................28 Section 10.20 Against Sale or Disposition of Property..................................................28 Section 10.21 Operation of the System, Rate Covenant ................................................29 4901-0138-2255.5
Table of Contents (continued)
Page
(iii)
Section 10.22 Against Competitive Facilities................................................................30 Section 10.23 Maintenance and Operation of the System..............................................30 Section 10.24 Payment of Claims ..................................................................................30 Section 10.25 Insurance..................................................................................................30 Section 10.26 Covenant to Obtain Take-Out Financing ................................................30 SECTION 11. EVENTS OF DEFAULT AND REMEDIES. .......................................................30 Section 11.1 Events of Default.....................................................................................30 Section 11.2 Remedies on Default ...............................................................................32 SECTION 12. MISCELLANEOUS. .............................................................................................33 Section 12.1 Holidays...................................................................................................33 Section 12.2 No Waiver, Cumulative Remedies..........................................................33 Section 12.3 Amendments, Etc ....................................................................................33 Section 12.4 Costs and Expenses .................................................................................33 Section 12.5 Indemnity.................................................................................................34 Section 12.6 Right of Set Off .......................................................................................34 Section 12.7 Survival of Representations.....................................................................34 Section 12.8 Notices.....................................................................................................34 Section 12.9 Headings..................................................................................................35 Section 12.10 Severability of Provisions........................................................................35 Section 12.11 Counterparts ............................................................................................35 Section 12.12 Assignments, Binding Nature, Governing Law, Etc ...............................35 Section 12.13 Submission to Jurisdiction; Venue ..........................................................35 Section 12.14 Judicial Reference ...................................................................................36 Section 12.15 Time is of the Essence.............................................................................36 Section 12.16 Consent to Loan Participation .................................................................36 Section 12.17 No Recourse Against Constituent Members of Borrower.......................37 Section 12.18 Arm’s Length Transaction.......................................................................37 Section 12.19 Assignment to Federal Reserve Bank......................................................37 4901-0138-2255.5
AMENDED AND RESTATED CREDIT AGREEMENT NO. 1
This AMENDED AND RESTATED CREDIT AGREEMENT NO. 1 (as hereinafter amended and supplemented, this “Agreement”) is entered into on __________, 2025, between COLUMBIA BANK (formerly known as Umpqua Bank) [an Oregon state charted bank], as lender (including its successors and assigns, the “Lender”), and PIONEER COMMUNITY ENERGY (including its permitted successors and assigns, the “Borrower”), a joint exercise of powers agency formed and existing under the provisions of the Joint Exercise of Powers Act of the State of California, Government Code Section 6500 et. seq. (the “Act”).

W I T N E S S E T H:

WHEREAS, pursuant to an Amended and Restated Joint Exercise of Powers Agreement for the Sierra Valley Energy Authority, which became effective February 22, 2017 (as may be amended and restated hereafter, the “JPA Agreement”) by and among the County of Placer (the “County”), the County of El Dorado, the Cities of Colfax, Rocklin, Lincoln, Auburn and Placerville, and the Town of Loomis, the Borrower was established as a Joint Exercise of Powers authority in order to exercise powers common to the Members and other powers granted to the Authority under the Act, to study, promote, develop, conduct, operate, and manage energy, energy efficiency and conservation, and other energy-related programs, and to provide a Community Choice Aggregation Program, pursuant to California Public Utilities Code Sections 331.1 and 366.2; and
WHEREAS, pursuant to Resolution No. 2017-3, adopted by the governing body of the Borrower on July 17, 2017, the name of the Borrower was changed from Sierra Valley Energy Authority to “Pioneer Community Energy;” and
WHEREAS, the Lender and the Borrower previously executed an Amended and Restated Credit Agreement, dated March 25, 2024 (the “Prior Agreement”), and a promissory note related thereto, pursuant to which the Lender agreed to provide advances to the Borrower in an amount not-to-exceed $30,000,000.00 (the “Prior Commitment”) to provide a source of funds for the purpose of allowing the Borrower to provide collateral postings as required for future energy supply contracts or any other collateral posting approved by the Lender, subject to the terms and conditions set forth in the Prior Agreement; and
WHEREAS, the Lender and the Borrower have agreed to amend and restate the Prior Agreement to, among other reasons, (i) increase the Prior Commitment amount to $50,000,000, of which up to $20,000,000 of which may be used for Letters of Credit (as defined herein) and of which up to $30,000,000 may be used for working capital and any other legal purposes of the Borrower, and (ii) make certain other changes to the Prior Agreement; and NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:

SECTION 1. DEFINITIONS AND INTERPRETATION.

Section 1.1 Definitions. All terms defined in this Section 1.1 have the meanings herein specified for all purposes of this Agreement.
4901-0138-2255.5
2 “Act” has the meaning set forth in the preamble hereof. “Advances” means, collectively, all LOC Advances and all Working Capital Advances, and, individually, shall refer to either an LOC Advance or a Working Capital Advance as the context so requires.
“Agreement” means this Amended and Restated Credit Agreement No. 1, as the same may be amended, modified or restated from time to time in accordance with the terms hereof.
“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower from time to time concerning or relating to bribery or corruption.
“Anti-Terrorism Laws” means any of the Laws relating to terrorism or money laundering, including Executive Order No. 13224, the PATRIOT Act, the Laws comprising or implementing the Bank Secrecy Act, and the Laws administered by OFAC. “Applicable Rate” means the higher of (a) a variable rate of interest equal to the Prime Rate plus 0.50% per annum, and (b) four percent (4.00%) per annum, subject to increase as provided in Section 10.4.
“Authorized Representative” means those persons shown on the list of officers provided by Borrower pursuant to Section 9.1(c), or on any update of any such list provided by Borrower to Lender, or any further or different officer of Borrower so named by any Authorized Representative of Borrower in a written notice to Lender. “Available Cash” means money categorized as Cash and Cash Equivalents and including unrestricted investments in the statement of net position in the Borrower’s audited financial statements and unaudited quarterly financial statements. “Bank Secrecy Act” means the Bank Secrecy Act of 1970 as codified in 31 U.S.C. 5311-5314e, as now and hereafter in effect, or any successor statute. “Borrower” is defined in the introductory paragraph.
“Business Day” means a day (other than a Saturday or Sunday) on which banks are not authorized or required to be closed in Sacramento, California. “Capital Lease” means at any date any lease of Property which in accordance with GAAP is required to be capitalized on the balance sheet of the lessee. “Capitalized Lease Obligation” means the amount of liability as shown on the balance sheet of any Person in respect of a Capital Lease as determined at any date in accordance with GAAP.
“Cash and Cash Equivalents” has the meaning set forth in the Borrower’s financial statements.
4901-0138-2255.5
3 “Cash Collateral” means Available Cash used as collateral to secure obligations due and owing to the Lender.
“Days Cash On Hand” means, as of any date of determination, the quotient, in number of days, obtained by dividing Available Cash as shown on the Borrower’s financial statements on such date of determination by the product of (A), the sum of Total Operating Expenses (including Interest Expense and Debt Service) and (B) 1/365. “Debt” of any Person means, at any date, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts (including power purchases) payable arising in the ordinary course of business, (d) all obligations of such Person as lessee under capital leases, (e) all debt of others secured by a lien on any asset of such Person, whether or not such debt is assumed by such Person, (f) all guarantees by such Person of debt of other Persons, and (g) all obligations of such Person to reimburse or repay any bank or other Person in respect of amounts paid or advanced under a letter of credit, credit agreement, liquidity facility or other instrument; provided, however, that, with respect to the Borrower, all amounts due and owing under the “mPower Program” shall not be considered “Debt” of the Borrower.
“Debt Ratio” means the ratio derived as follows: Total Operating Revenues – (Total Operating Expenses – Debt Service) / Debt Service. The Debt Ratio shall be determined from Borrower’s audited financial statements.
“Debt Service” means the principal and interest made by Borrower to Lender under this Agreement and with respect to any Parity Debt (if any) during the Fiscal Year for which the Debt Ratio is being calculated.
“Debtor Relief Laws” means the United States Bankruptcy Code and all other liquidation, conservatorship, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.
“Default” means any event or condition the occurrence of which would, with the passage of time or the giving of notice, or both, constitute an Event of Default. “Default Rate” means the Applicable Rate plus three percent (3.0%). “Dollars and $” mean lawful money of the United States. “Environmental Laws” means any and all federal, state and local statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions relating to the environment or to emissions, discharges or releases of pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or hazardous substances or wastes into the environment including, without limitation, ambient air, surface water, ground 4901-0138-2255.5
4 water or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or hazardous substances or wastes or the clean-up or other remediation thereof.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute thereto.
“Event of Default” is defined in Section 11.1.
“Fiscal Quarter” means any of the quarterly accounting periods of Borrower, specifically ending March 31, June 30, September 30, and December 31 of each year. “Fiscal Year End” means June 30.
“GAAP” means generally accepted accounting principles as established and interpreted by the Governmental Accounting Standards Board (GASB) and as applied by Borrower.
“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank, or other entity exercising executive, legislative, judicial taxing, regulatory or administrative powers or functions of or pertaining to government.
“Honor Date” is defined in Section 4.3.
“Indemnified Liabilities” is defined in Section 12.5.
“Indemnified Person” is defined in Section 12.5.
“Independent Consultant” means any engineering, rate study, consulting or similar individual or firm appointed and paid by the Borrower, and which (a) is in fact independent and not under domination of the Borrower; (b) does not have any substantial interest, direct or indirect, with the Borrower other than the work being performed; and (c) is not connected with the Borrower as an officer or employee of the Borrower, but who may be regularly retained by the Borrower.
“Interest Expense” means, for any period, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, (b) all interest paid or payable with respect to discontinued operations and (c) the portion of rent expense under capitalized leases that is treated as interest in accordance with GAAP, in each case, of or by the Borrower for such period.
“ISP” is defined in Section 4.5.
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5 “JPA Members” means the Counties of Placer, El Dorado, Butte, Glenn, Nevada, Sutter, and Tuolumne, the Cities of Colfax, Rocklin, Lincoln, Auburn, Placerville, Grass Valley, Nevada City, Chico, Live Oak, Orland, Oroville, Sonora, Willows, Yuba City, and the Towns of Loomis and Paradise, and any other cities or counties that become a member of the Borrower during the term of this Agreement.
“Joint Powers Agreement” or “JPA Agreement” means the Joint Exercise of Powers Agreement of Borrower effective September 9, 2015, and as further amended from time to time.
“Lender” is defined in the introductory paragraph.
“Lien” means any mortgage, lien, security interest, pledge, charge or encumbrance of any kind in respect of any Property, including the interests of a vendor or lessor under any conditional sale, Capital Lease or other title retention arrangement. “Loan Documents” means this Agreement, the Notes, the Term Loan Agreement and all other documents, certificates, instruments and agreements relating to the foregoing or otherwise executed by Borrower in connection with the Revolving Credit or the Term Loan.
“LOC Advance” is defined in Section 2.1(a).
“LOC Availability” means the difference between $20,000,000 and the sum of all outstanding LOC Advances at the close of business each day. “LOC Revolving Credit Commitment” means $20,000,000.
“Material Adverse Effect” means an event or occurrence which adversely affects in a material manner (a) the System or the other assets, liabilities, condition (financial or otherwise), business, facilities or operations of the Borrower, (b) the ability of the Borrower to carry out its business in the manner conducted as of the date of this Agreement or to meet or perform its obligations under this Agreement on a timely basis, or (c) the validity or enforceability of this Agreement.
“Net Revenues” means, for any period and as of any date of determination, the Revenues less Power Supply Costs for such period as of such date. “Note” means, collectively, the Note issued hereunder to evidence LOC Advances made to issue Letters of Credit or Working Capital Advances, and the Term Note, as applicable.
“Note Payments” means the payments of interest and principal to be paid by the Borrower on the Note on each Payment Date, as set forth herein. “Obligations” means and includes all loans, advances, debts, liabilities and obligations of Borrower to Lender, of every kind and description (whether or not evidenced by any note or instrument and whether or not for the payment of money), direct 4901-0138-2255.5
6 or indirect, absolute or contingent, due or to become due, now existing or hereafter owed by Borrower to Lender, whether in connection with the Loan Documents or otherwise, including without limitation all interest, fees, charges, expenses, attorneys’ fees and accountants’ fees chargeable to Borrower or payable by Borrower thereunder. “OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control, and any successor thereto.
“OFAC Lists” means, collectively, the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to Executive Order No. 13224 and/or any other list of terrorists or other restricted Persons maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable executive orders. “Operating and Maintenance Costs” means and shall be determined in accordance with the accrual basis of accounting in accordance with GAAP and shall mean the reasonable and necessary costs paid or incurred by Borrower for maintaining and operating the System in excess of Priority Administration Costs, including costs of salaries and wages of employees, overhead, insurance, taxes (if any) and insurance premiums, and including all other reasonable and necessary costs of Borrower such as fees and expenses of an independent certified public accountant, and including Borrower’s share of the foregoing types of costs of any electric properties co-owned with others, excluding in all cases depreciation, replacement and obsolescence charges or reserves therefore and amortization of intangibles and extraordinary items computed in accordance with GAAP or other bookkeeping entries of a similar nature.
“Parity Debt” means all Debt of the Borrower payable from and secured by a pledge of and lien upon any of the Net Revenues incurred on a parity with the payment of principal and interest payments on Advances and other amounts due to the Lender hereunder, which currently consists of the Term Loan Agreement. “Payment Date” means with respect to interest due hereunder, other than the Revolving Credit Termination Date or a Reimbursement Date, the first day of each February and August commencing August 1, 2026, and means with respect to principal due hereunder, the Revolving Credit Termination Date or a Reimbursement Date but subject to the requirements set forth in Section 10.3(b) hereof. “PCIA Costs” means any and all exit fees charged by utilities in the State on entities that choose to depart from bundled service of the utility and choose another provider of electricity generation service possible through direct access and community choice. For example, PG&E sets the PCIA annually to be billed by the Borrower to customers and the fees go directly to PG&E.
“Person” means an individual, partnership, corporation, company, limited liability company, association, trust, unincorporated organization or any other entity or organization, including a government or agency or political subdivision thereof. 4901-0138-2255.5
7 “Power Supply Costs” means (a) cost of energy and capacity arising from bilateral contracts with energy suppliers as well as wholesale sales and generation credits, load, and other charges arising from Borrower’s participation in the CAISO’s centralized market, including all costs related to procurement, scheduling, transmission and receipt of power supply, (b) PCIA Costs, and (c) Priority Administration Costs. “Prime Rate” means the fluctuating rate per annum announced from time to time by the Lender as its “prime rate”. The Prime Rate is a rate set by the Lender based on various factors including the Lender’s costs and desired return, general economic conditions and other factors and is used as a reference point for pricing some loans, which may be priced at, below or above the Prime Rate.
“Principal Amount” means the then outstanding principal amount of the Note. “Prior Agreement” has the meaning set forth in the recitals hereto. “Prior Commitment” has the meaning set forth in the recitals hereto. “Priority Administration Costs” means salaries and wages of employees, overhead, insurance, taxes (if any) and insurance premiums, and including all other reasonable and necessary costs of Borrower such as fees and expenses of an independent certified public accountant, and including Borrower’s share of the foregoing types of costs of any electric properties co-owned with others, excluding in all cases depreciation, replacement and obsolescence charges or reserves therefore and amortization of intangibles and extraordinary items computed in accordance with GAAP or other bookkeeping entries of a similar nature; provided, that Priority Administration Costs in each Fiscal Year shall not exceed 12% of Revenues in such Fiscal Year.
“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.
“Reimbursement Date” is defined in Section 4.3.
“Related Parties” means, with respect to any Person, such Person’s affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s affiliates. “Resolution” means[, collectively, the resolution of the Borrower adopted on January 18, 2024 authorizing the transaction contemplated by the Prior Agreement and] Resolution 2025-__ adopted on ________, 2025 approving this Amended and Restated Credit Agreement to the Prior Agreement.
“Revenues” means the revenues of Borrower, as determined in accordance with GAAP; but excluding (i) any unrealized gain or loss resulting from changes in the value of investment securities, (ii) any gains on the sale or other disposition of fixed or capital assets not in the ordinary course of business and (iii) earnings resulting from any reappraisal, revaluation or write-up of fixed or capital assets.
4901-0138-2255.5
8 “Revolving Credit” means, collectively, the LOC Revolving Credit and the Working Capital Revolving Credit, as more particularly described in Section 2.1. “Revolving Credit Commitment” means, collectively, the LOC Revolving Credit Commitment and the Working Capital Credit Commitment, and, for the avoidance of doubt, such aggregate amount equals $50,000,000.
“Revolving Credit Termination Date” means, initially, March 24, 2029, subject to annual extensions as set forth in Section 2.5 hereof; provided, however, that if the terms of this Agreement expire before such dates as a result of early termination by the Lender or by the Borrower pursuant to the terms hereof, such termination date shall be the “Revolving Credit Termination Date.”
“Subordinate Debt” means all Debt of the Borrower payable from and secured by a pledge of and lien upon any of the Net Revenues incurred on a subordinate basis to the payment of principal and interest due hereunder.
“SWIFT” is defined in Section 4.6.
“System” means all facilities, works, properties, structures and contractual rights to distribution, metering and billing services, electric power, scheduling and coordination, transmission capacity, and fuel supply of Borrower for the generation, transmission and distribution of electric power used to carry out any lawful purpose of Borrower. “Term Loan” means the loan evidenced by the Term Note.
“Term Loan Agreement” means the Loan Agreement dated as of May 3, 2021 (as amended and supplemented) between the Borrower and the Lender, as amended and supplemented.
“Term Note” means that certain Term Note dated as of May 3, 2021, made by Borrower and payable to the order of Lender issued pursuant to the Term Loan Agreement, as amended and supplemented.
“Total Operating Revenues” means the Total Operating Revenues value as referenced in Borrower’s Statement of Revenues, Expenses and Changes in Net Position financial statement for the twelve (12) month fiscal year for which the Debt Ratio is being calculated; provided however, that for purposes of calculating the Debt Ratio as required by Section 10.3(a) of this Agreement, the Lender shall include the “investment income” as reflected in the Borrower’s Statement of Revenues, Expenses and Changes in Net Position financial statement.
“Total Operating Expenses” means the Total Operating Expenses value as referenced in Borrower’s Statement of Revenues, Expenses and Changes in Net Position financial statement for the twelve (12) month fiscal year for which the Debt Ratio is being calculated.
4901-0138-2255.5
9 “Treasurer” means the Treasurer of the Borrower.
“UCC” means the Uniform Commercial Code as enacted in the State of California. “UCP” is defined in Section 4.5.
“Unreimbursed Amount” is defined in Section 2.3.
“Winding-Up” means, in relation to a Person, a voluntary or involuntary case or other proceeding or petition seeking dissolution, liquidation, reorganization, administration, assignment for the benefit of creditors or other relief under any federal, state or foreign bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a custodian, trustee, receiver, liquidator or other similar official over that Person or any substantial part of that Person’s Properties. “Working Capital Advance” is defined in Section 2.1(b). “Working Capital Availability” means the difference between $30,000,000 and the sum of all outstanding Working Capital Advances at the close of business each day. “Working Capital Revolving Credit Commitment” means $30,000,000.

Section 1.2 Other Interpretive Provisions.
(a) Defined Terms. Unless otherwise specified herein or therein, all terms defined in this Agreement will have the same defined meanings when used in any certificate or other document made or delivered pursuant hereto. The meaning of defined terms is equally applicable to the singular and plural forms of the defined terms. (b) References. The words “hereof”, “herein”, “hereunder” and words of similar import when used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement; and subsection, section, schedule and exhibit references are to this Agreement unless otherwise specified.
(c) Certain Common Terms. The term “documents” includes any and all instruments, documents, agreements, certificates, indentures, notices and other writings, however evidenced. The term “including” is not limiting and means “including without limitation.” (d) Performance; Time. Whenever any performance obligation hereunder is stated to be due or required to be satisfied on a day other than a Business Day, such performance may be made or satisfied on the next succeeding Business Day. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including.” If any provision of this Agreement refers to any action taken or to be taken by any Person, or which such Person is prohibited from taking, such provision will be interpreted to encompass any and all means, direct or indirect, of taking, or not taking, such action. 4901-0138-2255.5
10 (e) Contracts. Unless otherwise expressly provided herein, references to agreements and other contractual instruments, including this Agreement and the other Loan Documents, will be deemed to include all subsequent amendments thereto, restatements thereof and other modifications and supplements thereto which are in effect from time to time, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document.
(f) Laws. References to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting the statute or regulation. (g) Dollars and $. All references to “dollars” or “$” refer to United States dollars.

Section 1.3 Accounting Principles.
(a) Unless the context otherwise clearly requires, all accounting terms not expressly defined herein will be construed, and all financial computations required under this Agreement will be made, in accordance with GAAP, consistently applied. (b) References herein to “fiscal year”, “fiscal quarter” and “fiscal month” refer to such fiscal periods of Borrower.
(c) If any change in GAAP results in a change in the calculation of the financial covenants or interpretation of related provisions of this Agreement or any other Loan Document, then Borrower and Lender agree to amend such provisions of this Agreement so as to equitably reflect such changes in GAAP with the desired result that the criteria for evaluating Borrower’s financial condition will be the same after such change in GAAP as if such change had not been made.

SECTION 2. THE REVOLVING LINES OF CREDIT.

Section 2.1 (a) Revolving Credit for Letters of Credit. Subject to the terms and conditions of this Agreement, Lender agrees to make a revolving credit facility (the “LOC Revolving Credit”) available to Borrower for the purpose of supporting the issuance of Letters of Credit in one or more advances in an aggregate amount not to exceed $20,000,000 (each a “LOC Advance”) in accordance with Section 4, provided that the conditions precedent to each LOC Advance specified in Section 9 are satisfied. Subject to the LOC Revolving Credit Commitment and the other terms and conditions of this Agreement, Borrower may periodically request LOC Advances; provided, however, that Lender shall have no obligation to make LOC Advances on or after the Revolving Credit Termination Date.
(b) Revolving Credit for Working Capital. Subject to the terms and conditions of this Agreement, Lender agrees to make a revolving credit facility (the “Working Capital Revolving Credit”) available to Borrower for the purpose of using such proceeds for working capital of Borrower or for any other legal purpose in one or more advances in an aggregate amount not to exceed $30,000,000 (each a “Working Capital Advance”), provided that the conditions precedent to each Working Capital Advance specified in Section 9 are satisfied. Subject to the Working 4901-0138-2255.5
11 Capital Revolving Credit Commitment and the other terms and conditions of this Agreement, Borrower may periodically request Working Capital Advances; provided, however, that Lender shall have no obligation to make Working Capital Advances on or after the Revolving Credit Termination Date.

Section 2.2 Advances. Advances under this Agreement may be requested in writing by Borrower or any Authorized Representative appointed by Borrower. Borrower agrees that Lender may rely upon any written notice given by any person Lender in good faith believes is an Authorized Representative without the necessity of independent investigation.

Section 2.3 Promissory Note. The Revolving Credit will be evidenced by a Revolving Credit Note (the “Note”) dated as of the date hereof, made, executed and delivered by Borrower and payable to the order of Lender in the original principal amount of $50,000,000 in the form attached hereto as Exhibit B. Each LOC Advance for a Letter of Credit in the full stated principal amount thereof will used for purposes of determining availability under the LOC Revolving Credit Commitment, and each Working Capital Advance will be used for purposes of determining availability under the Working Capital Revolving Credit Commitment. Furthermore, the Note shall also evidence Borrower’s obligation to repay the lesser of the stated principal amount thereof or the unreimbursed amount (the “Unreimbursed Amount”) of any drawing actually paid by Lender to a beneficiary under a Letter of Credit, in accordance with Section 4.3.

Section 2.4 Repayment. All outstanding Advances shall be repaid as provided in Section 4 herein, with respect to LOC Advances and as otherwise provided herein and in the Note.

Section 2.5 Extension of the Revolving Credit Termination Date. On the date hereof, the Revolving Credit Termination Date shall be March 24, 2029. The Revolving Credit Termination Date shall automatically extend for successive one (1) year periods unless the Lender shall provide written notice of non-extension to the Borrower no later than one hundred twenty (120) days prior to then current Revolving Credit Termination Date[; provided, however that such date shall not automatically extend beyond March 24, 2031]. Lender and Borrower may mutually agree to extend the Revolving Credit Termination Date beyond March 24, 2031 upon terms and fees to be determined at a later date, with the understanding that each shall use their best efforts to use existing documentation to simplify the process and lower costs and related fees.

SECTION 3. INTEREST, LATE FEES, PREPAYMENTS AND APPLICATIONS.

Section 3.1 Interest Payments.
(a) Advances. The outstanding principal balance of Advances will bear interest prior to maturity (whether by lapse of time, acceleration or otherwise) at the Applicable Rate, until paid in full. After the occurrence of an Event of Default, including after maturity (whether by lapse of time, acceleration or otherwise), the outstanding principal balance of Advances will bear interest at the Default Rate, until paid in full. The determination of the Applicable Rate by Lender shall be conclusive and binding on Borrower in the absence of demonstrable error. (b) Interest Payment Dates. Borrower shall pay regular payments of all accrued but unpaid interest on Advances as of each Payment Date. Interest on Advances will be payable 4901-0138-2255.5
12 semiannually in arrears on each Payment Date. Borrower shall make all payments at the address specified in Section 3.4.
(c) Late Fees. If Borrower fails to make any payment of principal or interest under any Note or any other sum payable hereunder or under any other Loan Document within five (5) calendar days after its due date, Lender will be entitled at its option to impose a late charge in an amount equal to six percent (6.00%) of the amount of such past due payment, which charge, if imposed by Lender, shall be due and payable by Borrower immediately upon receipt of written notice thereof.

Section 3.2 Computation of Interest; Minimum and Maximum Interest Rates. All interest on the Advances will be calculated on the basis of a year of 360 days for the actual number of days elapsed. In no event shall the applicable interest rate exceed the maximum rate allowed by law (including Government Code Section 53854).

Section 3.3 Reserved.

Section 3.4 Place and Application of Payments and Collections. All payments of principal, interest, fees and all other Obligations payable hereunder will be made to Lender at the following address no later than 2:00 p.m. (Pacific Standard Time) on the date any such payment is due and payable:

Columbia Bank
2998 Douglas Boulevard, Suite 100
Roseville, CA 95661
So long as any Event of Default has occurred and is continuing, Borrower agrees that Lender, in its sole and absolute discretion, may apply any payments or collections received by Lender from Borrower to any of the Obligations in any manner or order as Lender desires.

Lender’s receipt and application of payments or collections shall not constitute a waiver or cure of any Default.

Section 3.5 Notations. All LOC Advances and Working Capital Advances made and evidenced by the Note and the rates of interest applicable thereto will be recorded by Lender on its books and records or, at its option in any instance, endorsed on a schedule to such Note, and the unpaid principal balance and interest rates so recorded or endorsed by Lender will be prima facie evidence in any court or other proceeding brought to enforce such Note of the principal amount remaining unpaid, the status of the applicable Advances evidenced by such Note and the applicable interest rates; provided, however, that the failure of Lender to record any of the foregoing will not limit or otherwise affect the obligation of Borrower to repay the principal amount of such Note together with accrued interest thereon. Prior to any negotiation of any Note, Lender will record on a schedule thereto the status of all amounts evidenced by such Note and the rates of interest applicable thereto.

SECTION 4. LETTERS OF CREDIT.

Section 4.1 Letter of Credit Commitment.
4901-0138-2255.5
13 (a) Subject to the terms and conditions of this Agreement, Lender agrees upon the request of Borrower (1) to issue Letters of Credit, for the purpose of allowing the Borrower to provide collateral postings as required for future energy supply contracts or any other collateral posting approved by the Lender, in Dollars for the account of Borrower, and (2) to honor drawings under the Letters of Credit; provided that after giving effect to any LOC Advance, the aggregate principal amount of all LOC Advances shall not exceed the LOC Revolving Credit Commitment.

Each request by Borrower for the issuance of a Letter of Credit shall be deemed to be a representation by Borrower that the LOC Advance so requested complies with the conditions set forth in the proviso to the preceding sentence and the other terms and conditions of this Agreement. (b) Lender shall have no obligation to issue any Letter of Credit if:
(i) The initial expiry date of the requested Letter of Credit is more than one year after the date of issuance;
(ii) The initial expiry date of the requested Letter of Credit would occur more than one year after the Revolving Credit Termination Date; (iii) The expiry date of the requested Letter of Credit, after giving effect to any auto-renewal feature, would occur more than seven (7) years after the date of issuance; provided, however, that this condition shall not apply if (1) the Letter of Credit is secured by Cash Collateral, or (2) Lender’s Chief Executive Officer or Chief Credit Officer approves a waiver of this condition in writing; (iv) The requested Letter of Credit requires Lender to provide a notice of non-renewal, if any, earlier than sixty (60) days before the expiration of the Letter of Credit;
(v) The requested Letter of Credit contains terms and conditions required by the beneficiary that are deemed unacceptable to Lender; (vi) Any order, judgment or decree of any Governmental Authority or arbitrator shall by it terms purport to enjoin Lender from issuing such Letter of Credit, or any law applicable to Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over Lender shall prohibit, or request that Lender refrain from, the issuance of letters of credit generally, or such Letter of Credit in particular or shall impose upon Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which Lender is not otherwise compensated hereunder) not in effect on the date of this Agreement, or shall impose upon Lender any unreimbursed loss, cost or expense which was not applicable as of the date of this Agreement and which Lender in good faith deems material to it; (vii) The issuance of such Letter of Credit would violate one or more policies of Lender generally applicable to the issuance of letters of credit; (viii) The Letter of Credit is to be denominated in a currency other than Dollars;
4901-0138-2255.5
14 (ix) The Letter of Credit provides for automatic reinstatement or renewal of the stated amount after any drawing thereunder; or
(x) The issuance of the Letter of Credit would cause the aggregate outstanding amount of LOC Advances to exceed the LOC Revolving Credit Commitment at the time of issuance.

Section 4.2 Issuance of Letters of Credit.
(a) Each Letter of Credit shall be in the form of Exhibit A hereto (with such changes as needed by the Lender) and issued upon the request of Borrower delivered to Lender in the form of Lender’s standard Letter of Credit Application completed to the satisfaction of Lender and signed by an Authorized Representative of Borrower. Such Letter of Credit Application may be sent via electronic image or other electronic format, by US mail, overnight courier, or by any other means acceptable to Lender and must be received by Lender not later than ten (10) Business Days (or such later date as Lender may agree in its sole discretion) before the proposed issuance date. Such Letter of Credit Application shall specify in form and detail satisfactory to Lender: (i) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (ii) the amount thereof; (iii) the expiry date thereof; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by such beneficiary in the case of any drawing thereunder; (vi) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (vii) the purpose and nature of the requested Letter of Credit, which shall be to pay for power purchases or to provide collateral security for power purchases; and (viii) such other matters as Lender may reasonably require. Additionally, Borrower shall furnish to Lender such other documents and information pertaining to such requested Letter of Credit issuance as Lender may request. (b) Subject to the terms and conditions hereof, Lender shall, on the requested date, issue a Letter of Credit for the account of Borrower in such form as may be approved from time to time by Lender and in accordance with Lender’s usual and customary business practices. (c) Promptly after its delivery of any Letter of Credit to the beneficiary thereof, Lender will also deliver to Borrower a true and complete copy of such Letter of Credit.

Section 4.3 Drawings and Reimbursements of Letters of Credit. Upon the presentment of any notice of drawing under any Letter of Credit by the beneficiary thereof which Lender determines to be in compliance with the conditions for payment thereunder, Lender will notify Borrower of the intended date of honor of such drawing. Not later than 5:00 p.m. (Pacific Standard Time) on the date (the “Reimbursement Date”) that is three (3) Business Days after any payment by Lender under a Letter of Credit (each such date, an “Honor Date”), Borrower shall reimburse Lender by making payment to Lender in an amount equal to the amount of such payment.

Borrower’s failure to so reimburse Lender on or before the Reimbursement Date shall constitute an Event of Default under this Agreement.

Section 4.4 Unexpired Letters of Credit. Borrower agrees that, if (i) any Letter of Credit has been issued and remains unexpired on the Revolving Credit Termination Date, or (ii) the Revolving Credit Commitment terminates for any reason before the surrender of any outstanding 4901-0138-2255.5
15 Letter of Credit, then Borrower shall, within three (3) days after written notice from Lender, provide Cash Collateral to Lender with a value of not less than 110% of the aggregate principal amount of all outstanding LOC Advances, to be held by Lender as security until all Obligations with respect to outstanding Letters of Credit shall have been fully and finally discharged, or Borrower may void or cancel any outstanding Letter of Credit, provided that any Disbursements that are outstanding thereunder shall have been paid by Borrower to Lender.

Section 4.5 Obligations Absolute.
(a) The obligation of Borrower to reimburse Lender for any drawing under a Letter of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:
(i) any lack of validity or enforceability of such Letter of Credit, this Agreement or any other Loan Document;
(ii) the existence of any claim, counterclaim, setoff, defense or other right that Borrower may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; (iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;
(iv) any waiver by Lender of any requirement that exists for Lender’s protection and not the protection of Borrower or any waiver by Lender that does not in fact materially prejudice Borrower;
(v) any honor of a demand for payment presented electronically, even if such Letter of Credit requires that demand be in the form of a draft; (vi) any payment made by Lender in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC, the International Standby Practices (“ISP”) or the Uniform Customs and Practice for Documentary Credits (“UCP”), as applicable; (vii) any payment by Lender under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by Lender under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or 4901-0138-2255.5
16 any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or
(viii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or discharge of, any party to the Loan Documents. (b) Borrower shall promptly examine a copy of each Letter of Credit that is delivered to it, and, in the event of any claim of noncompliance with Borrower’s instructions or other irregularity, Borrower shall immediately notify Lender of such claim in writing. Borrower shall be conclusively deemed to have waived any such claim it would have against Lender and its correspondents unless such notice is given.

Section 4.6 Role of Lender as Letter of Credit Issuer. Borrower agrees that, in paying any drawing under a Letter of Credit, Lender or its correspondent shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering such document. None of Lender, any of its Related Parties nor any correspondent, participant or assignee of Lender shall be liable to Borrower for (i) any action taken or omitted in connection herewith at the request of Borrower; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit. Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither Lender, nor any correspondent, participant or assignee of Lender shall be liable or responsible for any of the matters described in Section 4.2; provided, however, that anything in such clauses to the contrary notwithstanding, Borrower may have a claim against the Lender to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by Borrower which Borrower proves were caused by Lender’s willful misconduct or gross negligence or Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) complying with the terms and conditions of such Letter of Credit. In furtherance and not in limitation of the foregoing, Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunications (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

Section 4.7 Applicability of ISP, Limitation of Liability. Unless otherwise expressly agreed by Lender and Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each Letter of Credit. Notwithstanding the foregoing, Lender shall not be responsible to Borrower for, and Lender’s rights and remedies against Borrower shall not be impaired by, any 4901-0138-2255.5
17 action or inaction of Lender required or permitted under any law, order or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the law of any jurisdiction where Lender or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade – International Finance Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.

Section 4.8 Letter of Credit Fees. Borrower shall pay to Lender fees upon the issuance, amendment, or any other activity with respect to any Letter of Credit (including the transfer or cancellation of any Letter of Credit), including an issuance fee based on the face amount thereof over the applicable expiration period, a documentation fee, and any reasonable and customary out-of-pocket costs and expenses incurred by Lender in connection with such activity. All such fees and expenses will be due and payable in full upon request by Lender. Borrower acknowledges and agrees that the fees will be determined by Lender at the time of issuance or other activity with respect to each Letter of Credit based on the then-current fee schedule of Lender and its correspondent banks, which are subject to change from time to time.

SECTION 5. FEES.

Section 5.1 The Borrower shall pay to the Lender or on its behalf fees for this Agreement as follows:
(a) Annual Line of Credit Renewal Fee. (i) For the period from December __, 2025 to March 24, 2026, the Borrower agrees to pay to Lender a fee of $[________] (calculated as 0.75% of the Revolving Credit Commitment for the period from December ___, 2025 to March 24, 2026, [and that the Borrower has previously paid $[____] to the Bank]), and (ii) thereafter after March 24, 2026, the amount of $375,000 (the “Annual Line of Credit Renewal Fee”) a fee of $375,000 (calculated as 0.75% of the Revolving Credit Commitment), and such Annual Line of Credit Renewal Fee shall be due annually on each anniversary date of this Agreement for each year the Revolving Credit is outstanding and renewed pursuant to Section 2.5 hereof. (b) Legal Fees. In connection with the execution of this Agreement, legal fees of counsel to the Lender, Nixon Peabody LLP, in an amount not to exceed $30,000 pursuant to an invoice provided by such counsel.
(c) Letter of Credit Fee. Borrower agrees to pay Lender a fee due annually on each _________ during the term of this Agreement, or on the Revolving Credit Termination Date, in the amount [2.0]% of the aggregate LOC Advances issued since the preceding _________.
(d) Other Fees; Accrued Interest. Borrower shall be subject to and agrees to pay any and all other reasonable out-of-pocket fees and expenses incurred by Lender associated with the underwriting, documentation and administration of this Agreement, including UCC fees, if any, and all accrued but unpaid interest on outstanding Advances, as set forth on the invoice delivered to Borrower pursuant to this Agreement. 4901-0138-2255.5
18 SECTION 6. CONDITIONS PRECEDENT TO THIS AMENDED AND RESTATED CREDIT AGREEMENT.

Section 6.1 Conditions to Closing. The obligation of the Lender to establish this revolving credit facility shall be subject to the satisfaction of the conditions precedent that:
(a) Lender shall have received properly completed and executed originals of the following in form and substance satisfactory to Lender:
(i) this Agreement and the Note;
(ii) a favorable written legal opinion from Borrower’s general counsel as to the formation, existence and good standing of Borrower; the power and authority of Borrower to enter into this Agreement and perform its Obligations hereunder; matters relating to the Resolution and litigation; and the due execution, validity and enforceability of this Agreement and the Note;
(iii) the Resolution adopted by the Board of Directors of Borrower with respect to this Agreement, certified by an Authorized
Representative;
(iv) an incumbency certificate containing the name, title and genuine signatures of each of Borrower’s Authorized Representatives; (v) payment by Borrower of the fees required to be paid by Borrower pursuant to the terms of this Agreement;
(vi) copies (executed and certified, as may be appropriate) of the organizational documents of Borrower and all legal documents or proceedings (including minutes of board meetings) taken in connection with the execution and delivery of this Agreement to the extent Lender or its counsel may reasonably request;
(vii) customer verification information for officers of Borrower and signers of the Loan Documents as Lender may require; and (viii) evidence of liability insurance in form and substance satisfactory to Lender; and
(ix) any other documents that the Lender or its counsel may require. (b) Any legal matters incident to the execution and delivery of this Agreement and the other Loan Documents and to the transactions contemplated hereby and thereby shall be reasonably satisfactory to Lender and its counsel.
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19 SECTION 7. COLLATERAL.

Section 7.1 Pledge and Security. The Net Revenues and Available Cash are hereby pledged by the Borrower to the payment of principal and interest on Advances and other amounts owed to the Lender hereunder, on a parity basis with any Parity Debt that may be issued in the future in compliance with the terms of this Agreement. The pledge of Net Revenues and Available Cash is valid and binding in accordance with the terms of the Act, the JPA Agreement and the Resolution, and the Net Revenues and Available Cash shall be immediately subject to the pledge, and the pledge shall constitute a lien and security interest which shall immediately attach to the Net Revenues and Available Cash and be effective, binding, and enforceable against the Borrower, its successors, creditors, and all others asserting the rights therein, to the extent set forth in this Agreement, and in accordance with the Act, the JPA Agreement and the Resolution, irrespective of whether those parties have notice of the pledge and without the need for any physical delivery, recordation, filing, or further act. The pledge of Net Revenues and Available Cash herein made shall be irrevocable until the principal of and interest on Advances hereunder and all fees payable hereunder shall have been paid in full and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated, in each case, without any pending draw, and all Disbursements shall have been reimbursed; provided, that out of the Revenues and Net Revenues and Available Cash the Borrower shall make the payments in the priority and in the amounts set forth in Section 7.2 and Section 7.3 hereunder.

Section 7.2 Receipt and Deposit of Revenues. The Borrower covenants and agrees that all Revenues, when and as received, will be received and held by the Borrower in trust hereunder and will be deposited by the Borrower with the Treasurer in the Revenue Fund and will be accounted for through and held in trust in the Revenue Fund; provided, that the Borrower may withdraw such amounts in the Revenue Fund (which may be comprised of one or more accounts) as may be necessary to make refunds for amounts paid in advance for services provided by the System, which such service was not thereafter made available or provided, and to pay Power Supply Costs and other costs and expenses as set forth in Section 7.3. All Net Revenues shall nevertheless be disbursed, allocated and applied solely to the uses and purposes hereinafter set forth, and shall be accounted for separately and apart from all other money, funds, accounts or other resources of the Borrower.

Section 7.3 Maintenance of Accounts for Revenues; Use and Withdrawal of Revenues.

For each calendar month, all Revenues in the Revenue Fund shall be set aside by the Treasurer, as follows and in the following order of priority:
(a) Power Supply Costs. The Power Supply Costs (including Priority Administration Costs) shall be paid or set-aside out of the Revenues (including amounts reasonably required to be set aside in contingency reserves for Power Supply Costs, the payment of which is not then immediately required).
(b) Debt Service Payments. The Note Payments, and of all other payments with respect to Parity Debt, shall be paid in accordance with the terms hereof and of such Parity Debt, without preference or priority, and in the event of any insufficiency of such moneys, ratably without any discrimination or preference.
4901-0138-2255.5
20 (c) Operation and Maintenance Costs. The Operation and Maintenance Costs of the System (including amounts reasonably required to be set aside in contingency reserves for Operation and Maintenance Costs of the System, the payment of which is not then immediately required) from the Revenue Fund as they become due and payable. (d) Subordinate Debt. Amounts due with respect to Subordinate Debt shall be paid in accordance with the terms thereof, without preference or priority, and in the event of any insufficiency of such moneys, ratably without any discrimination or preference. (e) General Expenditures. All Net Revenues remaining after paying all of the sums required to be paid hereunder by the Treasurer may be withdrawn by the Treasurer for expenditure for any lawful purpose of the Borrower.

Section 7.4 Payments Due Hereunder. The obligation of the Borrower to make the payment of principal and interest on Advances and other amounts owed to the Lender hereunder is absolute and unconditional, and until such time as all amounts shall have been fully paid and the Note is no longer Outstanding, the Borrower shall not, under any circumstances, discontinue, abate or suspend any amounts required to be made by it hereunder when due, whether or not the System or any part thereof is operating or operable or has been completed, or whether or not the System is condemned, damaged, destroyed or seized or its use is suspended, interfered with, reduced or curtailed or terminated in whole or in part, and such payments shall not be subject to reduction whether by offset, counterclaim, defense, recoupment, abatement, suspension, deferment or otherwise and shall not be conditional upon the performance or nonperformance by any party of any agreement or covenant contained herein for any cause whatsoever. Lender acknowledges that the Obligations of Borrower hereunder are solely obligations of Borrower and are not debts, liabilities or obligations of any JPA Members and no taxing power is pledged therefor. Borrower has no taxing powers.

SECTION 8. REPRESENTATIONS AND WARRANTIES.

The Borrower represents and warrants to the Lender that, as of the date of this Agreement, as of the date of each Advance, and at all times any Obligations remain outstanding to the Lender:

Section 8.1 Organization and Qualification; Authority; Consents. The Borrower (a) is a public agency formed under the provisions of the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) that is qualified to be a community choice aggregator pursuant to California Public Utilities Code Section 366.2 and (b) has full and adequate power to own its Property and conduct its business as now conducted, and is duly licensed or qualified in each jurisdiction in which the nature of the business conducted by it or the nature of the Property owned or leased by it requires such licensing or qualifying unless the failure to be so licensed or qualified would not have a Material Adverse Effect on its business, operations or assets.

Borrower has the agency power to enter into this Agreement and the other Loan Documents to which it is a party, to request the Advances and incur the Obligations provided for herein, to execute the Notes in evidence thereof, to pledge and encumber assets as security therefor, and to perform each and all of the promises herein and therein. This Agreement and the other Loan Documents to which Borrower is a party do not, nor does the performance or observance by Borrower of any of the matters or things herein or therein provided for, contravene any provision 4901-0138-2255.5
21 of law or the Joint Powers Agreement or any covenant, indenture or agreement of or affecting Borrower or any of its Properties, including any power purchase agreements. The execution, delivery, performance and observance by Borrower of this Agreement and the other Loan Documents do not and, at the time of delivery hereof, will not require any consent or approval of any other Person, other than such consents and approvals that have been given or obtained.

Section 8.2 Legal Effect. This Agreement and the other Loan Documents to which Borrower is a party constitute legal, valid and binding agreements of the Borrower, enforceable in accordance with their respective terms, subject to laws relating to bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and the application of equitable remedies if equitable remedies are sought.

Section 8.3 Subsidiaries. The Borrower has no subsidiaries (as that term is commonly understood).

Section 8.4 Use of Proceeds. The Borrower shall use the proceeds of the Advances as provided herein and solely for purposes consistent with the purpose of Borrower as set forth in the Joint Powers Agreement, including for purposes consistent with the community choice aggregation program established by Borrower pursuant to California Public Utilities Code Section 366.2.

Section 8.5 Financial Reports. The statements of financial condition of Borrower, when delivered to Lender, fairly present the financial condition of Borrower and the results of its operations and cash flows for the periods then ended in conformity with GAAP applied on a consistent basis, subject (in the case of unaudited statements) to year-end audit adjustments.

Borrower has no Contingent Liabilities which are material to it other than, with respect to any financial statements delivered to Lender, as indicated on said financial statements.

Section 8.6 Full Disclosure. The Loan Documents and all certificates, financial statements, documents and other written information furnished to the Lender by or on behalf of the Borrower in connection with the transactions contemplated hereby were, as of their respective dates, complete and correct in all material respects to the extent necessary to give the Lender true and accurate knowledge of the subject matter thereof and did not contain any untrue statement of a material fact.

Section 8.7 Litigation. There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, arbitrator or governmental or other board, body or official pending or, to the best knowledge of the Borrower, threatened against or affecting the Borrower questioning the validity of the JPA Agreement, the execution, delivery and performance by the Borrower of the Loan Documents or any proceeding taken or to be taken by the Borrower or the Board of Directors of the Borrower in connection therewith, or seeking to prohibit, restrain or enjoin the execution, delivery and performance by the Borrower of the Loan Documents, or which could reasonably be expected to result in any Material Adverse Effect, or wherein an unfavorable decision, ruling or finding would in any way materially adversely affect the transactions contemplated by the Loan Documents (any such action or proceeding being herein referred to as “Material Litigation”).
4901-0138-2255.5
22 Section 8.8 Good Title. The Borrower has good and defensible title to its Properties as reflected on the most recent balance sheet of Borrower furnished to Lender, subject to Liens as otherwise limited by applicable law.

Section 8.9 Members. The Borrower is not a party to any contract or agreement with any of its members on terms and conditions which are less favorable to Borrower than would be usual and customary in similar contracts or agreements between Persons not affiliated with each other.

Section 8.10 Compliance with Laws. The Borrower is in compliance with its investment policy and all laws applicable to the Borrower, non-compliance with which could reasonably be expected to have a Material Adverse Effect. In addition, no benefit plan maintained by the Borrower for its employees is subject to the provisions of ERISA, and the Borrower is in compliance with all Laws in respect of each such benefit plan.

Section 8.11 Environmental Matters. In the ordinary course of its business, the Borrower conducts an ongoing review of Environmental Laws on the business, operations and the condition of its property, in the course of which it identifies and evaluates associated liabilities and costs (including, but not limited to, any capital or operating expenditures required for clean-up or closure of properties currently or previously owned or operated, any capital or operating expenditures required to achieve or maintain compliance with environmental protection standards imposed by law or as a condition of any license, permit or contract, any related constraints on operating activities, including any periodic or permanent shutdown of any facility or reduction in the level of or change in the nature of operations conducted thereat and any actual or potential liabilities to third parties, including employees, and any related costs and expenses). On the basis of such review, the Borrower does not believe that Environmental Laws are likely to have a Material Adverse Effect.

Section 8.12 Other Agreements. Borrower is not in default under the terms of any agreement affecting Borrower or any of its Properties, which default if uncured would have a Material Adverse Effect on the financial condition, Properties, business or operations of Borrower.

Section 8.13 No Default. No Default or Event of Default has occurred or is continuing.

Section 8.14 Sovereign Immunity. The Borrower is not entitled to claim immunity on the grounds of sovereignty or other similar grounds (including, without limitation, governmental immunity) with respect to itself or its revenues (irrespective of their use or intended use) from (i) any action, suit or other proceeding arising under or relating to this Agreement or any other Loan Document, (ii) relief by way of injunction, order for specific performance or writ of mandamus or for recovery of property or (iii) execution or enforcement of any judgment to which it or its revenues might otherwise be made subject in any action, suit or proceeding relating to this Agreement or any other Loan Document, and no such immunity (whether or not claimed) may be attributed to the Borrower or its revenues.

Section 8.15 Anti-Terrorism and Anti-Corruption Laws.
4901-0138-2255.5
23 (a) Borrower is not in violation of any law relating to terrorism or money laundering, including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 and the Patriot Act.
(b) The Borrower and its respective officers and directors and to the knowledge of the Borrower, its employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any of its directors or officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. The transaction contemplated by this Agreement does not violate Anti-Corruption Laws or applicable Sanctions.

Section 8.16 Incorporation of Representations and Warranties. The representations and warranties of the Borrower set forth in the Loan Documents (other than this Agreement) are true and accurate in all material respects on the date of this Agreement, as fully as though made on the date of this Agreement. The Borrower makes, as of the date of this Agreement, each of such representations and warranties to, and for the benefit of, the Lender, as if the same were set forth at length in this Section 8.15 together with all applicable definitions thereto. No amendment, modification or termination of any such representations, warranties or definitions contained in the Loan Documents (other than this Agreement) will be effective to amend, modify or terminate the representations, warranties and definitions incorporated in this Section 8.15 by this reference, without the prior written consent of the Lender.

Section 8.17 No Proposed Legal Changes. There is no amendment or, to the knowledge of the Borrower, proposed amendment to the Constitution of the State, any State law or the JPA Agreement or any administrative interpretation of the Constitution of the State, any State law, or the JPA Agreement, or any judicial decision interpreting any of the foregoing, the effect of which could reasonably be expected to have a Material Adverse Effect.

Section 8.18 Regulation U. The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System).

Section 8.19 Usury. The terms of the Loan Documents regarding the calculation and payment of interest and fees do not violate any applicable usury laws.

Section 8.20 Insurance. As of the date of this Agreement, the Borrower maintains such insurance, including self-insurance, required by this Agreement.

Section 8.21 ERISA. The Borrower does not maintain or contribute to, and has not maintained or contributed to, any Employee Plan that is subject to Title IV of ERISA.

SECTION 9. CONDITIONS PRECEDENT TO ADVANCES.

Section 9.1 All Advances. The obligation of Lender to make any Advance is subject to the satisfaction of the following conditions precedent:
4901-0138-2255.5
24 (a) each of the representations and warranties set forth in Section 8 hereof and in the other Loan Documents shall be true and correct as of said time, except that the representations and warranties made under Section 8.5 shall be deemed to refer to the most recent financial statements furnished to Lender pursuant to Section 10.2; (b) Borrower shall be in full compliance with all of the material terms and conditions of this Agreement and all other Loan Documents, and no Default or Event of Default shall have occurred or be continuing;
(c) a completed and signed Request for Advance in the form of Exhibit C with supporting documentation; and
(d) with respect to LOC Advances, the request is made in accordance with Section 4.

SECTION 10. COVENANTS.

Borrower covenants and agrees as follows:

Section 10.1 Maintenance of Business. Borrower shall preserve and maintain its existence. Borrower shall preserve and keep in force and effect all licenses, permits and franchises necessary to the proper conduct of its business and shall conduct its business affairs in a reasonable and prudent manner. Borrower shall maintain executive and management personnel with substantially the same qualifications and experience as the present executive and management personnel, and shall provide Lender with written notice of any change in executive and management personnel.

Section 10.2 Reports. Borrower shall maintain a standard system of accounting in accordance with GAAP and shall furnish to Lender and its duly authorized representatives such information respecting the business and financial condition of Borrower as Lender may reasonably request; and without any request, Borrower shall furnish to Lender:
(a) commencing with the Borrower’s fiscal year ending June 30, 2025 and annually thereafter, as soon as available, and in any event no later than two hundred seventy (270) days after each Fiscal Year End, a CPA-audited balance sheet of Borrower as of Fiscal Year End and CPA-audited statements of income, retained earnings and cash flows of Borrower for the period then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year, accompanied by an unqualified opinion thereon of Borrower’s independent public accountants, to the effect that the financial statements have been prepared in accordance with GAAP and present fairly in accordance with GAAP the financial condition of Borrower as of the close of such fiscal year and the results of its operations and cash flows for the fiscal year then ended and that an examination of such accounts in connection with such financial statements has been made in accordance with generally accepted auditing standards and, accordingly, such examination included such tests of the accounting records and such other review procedures as were considered necessary under the circumstances; 4901-0138-2255.5
25 (b) annually/biennially, Borrower’s board-approved operating budget and updated projections for the next fiscal year, within thirty (30) days after such budget is adopted or amended;
(c) quarterly, within sixty (60) days of the end of each Fiscal Quarter, unaudited quarterly financial statements of the Borrower including a balance sheet and income statements; (d) promptly after knowledge thereof shall have come to the attention of any responsible officer of Borrower, written notice of any litigation threatened in writing or any pending litigation or governmental proceeding or labor controversy against Borrower which, if adversely determined, would materially adversely affect the financial condition, Properties, business or operations of Borrower or result in the occurrence of any Default or Event of Default hereunder; and
(e) promptly upon request, all such other information as Lender may reasonably request.

Section 10.3 Debt Ratio; Days Out of Debt Requirement. (a) As of the end of each Fiscal Year, commencing June 30, 2025, the Borrower shall maintain an annual Debt Ratio of no less than 1.20. (b) The Note shall have a zero balance, with no Advances outstanding for a minimum of thirty (30) consecutive days during the twelve months prior to the effective date of calculation.

The effective date of calculation will be set to March 24 of each year commencing with March 24, 2026 for the initial calculation.

Section 10.4 Deposit Relationship. The Borrower shall maintain a twelve-month average balance in the Revenue Fund held at the Lender that shall exceed thirty million dollars ($30,000,000) calculated as of each Fiscal Quarter, $15,000,000 of which shall be held in an account at the Lender and the remainder of which may be held in an investment account with Columbia Trust, provided that Borrower shall provide Lender with informational access to such account to confirm that at least $15,000,000 is held at Columbia Trust]. If this covenant is not satisfied, as determined by Lender, it shall constitute an Event of Default, and the Applicable Rate on any Note will immediately increase by an additional 2.00 percentage point margin. This margin shall continue to apply to each succeeding interest rate change that may apply thereafter so long as this covenant is not satisfied.

Section 10.5 Days Cash on Hand to Revolving Credit Commitment. The Borrower shall maintain Days Cash On Hand not less than 120 days, tested at the end of each Fiscal Quarter, commencing with the first Fiscal Quarter after the closing date of this Agreement. The Borrower will provide to the Lender evidence of Days Cash On Hand in the form of a certificate documenting the calculation based on the quarterly compilation prepared by a third party.

Section 10.6 Eminent Domain Proceeds. If all or any part of the System shall be taken by eminent domain proceedings, the Net Proceeds thereof shall be applied as follows:
(a) If (1) the Borrower prepares a report showing (i) the estimated loss of annual Net Revenues, if any, suffered or to be suffered by the Borrower by reason of such eminent domain proceedings, (ii) a general description of the additions, betterments, extensions or improvements to the System proposed to be acquired by the Borrower from any Net Proceeds, and (iii) an estimate 4901-0138-2255.5
26 of the additional annual Net Revenues to be derived from such additions, betterments, extensions or improvements, and (2) on the basis of such certificate, the Borrower determines that the estimated additional annual Net Revenues will sufficiently offset the estimated loss of annual Net Revenues resulting from such eminent domain proceedings so that the ability of the Borrower to meet its obligations hereunder will not be substantially impaired (which determination shall be final and conclusive); then the Borrower shall promptly proceed with the acquisition of such additions, betterments, extensions or improvements substantially in accordance with such report and such Net Proceeds shall be applied for the payment of the costs of such acquisition, and any balance of such Net Proceeds not required by the Borrower for such purpose shall be applied to prepay any principal and interest due under this Agreement, and any Parity Debt, on a pro rata basis in the manner provided herein and in the instruments authorizing such Parity Debt. (b) If the foregoing conditions are not met, then such Net Proceeds shall be applied to the prepayment of principal and interest due hereunder and to repay the Term Loan Agreement.

Section 10.7 Further Assurances. The Borrower shall adopt, deliver, execute and make any and all further assurances, instruments and resolutions as may be reasonably necessary or proper to carry out the intention or to facilitate the performance hereof and for the better assuring and confirming unto the Lender of the rights and benefits provided to it herein.

Section 10.8 Protection of Security and Rights of Lender. The Borrower shall preserve and protect the security and the rights of the Lender to the payments of principal and interest due hereunder and will warrant and defend such rights against all claims and demands of all persons.

Section 10.9 Inspection. Borrower shall permit Lender and its duly authorized representatives and agents, at such times and intervals as Lender may designate, but in any event no more than six (6) times during any twelve (12) month period if no Default or Event of Default has occurred and is continuing: (i) to visit and inspect any of the Properties, books and financial records of Borrower and to examine and make copies of the books of accounts and other financial records of Borrower, and (ii) to discuss the affairs, finances and accounts of Borrower with, and to be advised as to the same by, the executive officers of Borrower and other officers, employees and independent public accountants of Borrower (and by this provision Borrower authorizes such accountants to discuss with Lender or its agents and representatives the finances and affairs of Borrower). Without limiting the generality of the foregoing, Borrower shall promptly provide all information and access requested by Lender as Lender determines is necessary or required in connection with the preparation of its own financial statements.

Section 10.10 Liens. The Borrower hereby covenants that there is no pledge of or lien on Net Revenues and Available Cash senior to the pledge and lien securing the principal and interest due hereunder and amounts due and owing under the Term Loan Agreement. The Borrower shall not make any further pledge of or place any lien on the Net Revenues and Available Cash, provided that the Borrower may at any time, or from time to time, pledge or encumber the Net Revenues and Available Cash in connection with Subordinate Debt and in connection with the issuance or execution of Parity Debt provided it is in compliance with Section 10.19. 4901-0138-2255.5
27 Section 10.11 Investments, Acquisitions, Loans, Advances and Guaranties. Borrower shall not directly or indirectly, make, retain or have outstanding any investments (whether through purchase of stock or obligations or otherwise) in, or loans or advances (other than for travel advances and other similar cash advances made to employees in the ordinary course of business) to, any other Person, or acquire all or any substantial part of the assets or business of any other Person or division thereof, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person, or otherwise agree to provide funds for payment of the obligations of another, or supply funds thereto or invest therein or otherwise assure a creditor of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, other than as may be required by CPUC changes to financial security requirements, or subordinate any claim or demand it may have to the claim or demand of any other Person.

Section 10.12 Compliance with Laws. The Borrower shall pay and discharge all taxes, assessments and other governmental charges, if any, which may hereafter be lawfully imposed upon the System or any part thereof or upon the Revenues when the same shall become due. The Borrower shall duly observe and conform with all valid regulations and requirements of any governmental authority relative to the operation of the System or any part thereof, but the Borrower shall not be required to comply with any regulations or requirements so long as the validity or application thereof shall be contested in good faith.

Section 10.13 Contracts With Members. Borrower shall not enter into any contract, agreement or business arrangement with any of its members on terms and conditions which are less favorable to Borrower than would be usual and customary in similar contracts, agreements or business arrangements between Persons not affiliated with each other.

Section 10.14 Notices of Claims and Litigation. Borrower shall promptly inform Lender in writing of (a) all material adverse changes in Borrower’s financial condition and/or (b) all existing or written threats of litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower which could materially affect the financial condition of Borrower.

Section 10.15 Other Agreements. The Borrower shall perform and comply with each covenant set forth in the Loan Documents and any other agreements, instruments or documents evidencing Parity Debt or Subordinate Debt. By the terms of this Agreement, the Lender is hereby made a third-party beneficiary of the covenants set forth in each of the Loan Documents (other than this Agreement), and each such covenant, together with the related definitions of terms contained therein, is incorporated by reference in this Section 10.15 with the same effect as if it were set forth herein in its entirety. The Borrower shall not amend, supplement or otherwise modify (or permit any of the foregoing), or request or agree to any consent or waiver under, or effect or permit the cancellation, acceleration or termination of, or release or permit the release of any collateral held under any of the Loan Documents in any manner without the prior written consent of the Lender, and the Borrower shall take, or cause to be taken, all such actions as may be reasonably requested by the Lender to strictly enforce the obligations of the other parties to any of the Loan Documents, as well as each of the covenants set forth therein. The Borrower shall give prior written notice to the Lender of any action referred to in this Section 10.15. 4901-0138-2255.5
28 Section 10.16 Performance. The Borrower shall punctually pay all principal and interest due hereunder in strict conformity with the terms hereof, and will faithfully observe and perform all the agreements, conditions, covenants and terms contained herein required to be observed and performed by it, and will not terminate this Agreement for any cause whatsoever, including, without limiting the generality of the foregoing, any acts or circumstances that may constitute failure of consideration, destruction of or damage to any part of the System, condemnation of any part of the System by any governmental entity, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State of California or any political subdivision of either or any failure of the Lender to observe or perform any agreement, condition, covenant or term required to be observed and performed by it contained herein, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement.

Section 10.17 Compliance Certificates. The Borrower shall provide to the Lender quarterly, together with the Borrower-prepared financial statements dated as of the end of each Fiscal Quarter, and due within sixty (60) days after the end of each quarter, a certificate in the form of Exhibit D executed by the Borrower’s Treasurer, chief financial officer, or other officer or person acceptable to the Lender, certifying that it is in compliance with Sections 10.3 and 10.5 hereof and, as of the date of the certificate, no Event of Default has occurred during the period covered by such statements or, if any such Event of Default has occurred during such period, setting forth a description of such Event of Default and specifying the action, if any, taken by Borrower to remedy the same.

Section 10.18 Fiscal Year. The Borrower shall not change its fiscal year without the prior written consent of the Lender.

Section 10.19 No Priority for Additional Obligations; Parity Debt and Subordinate Debt. (a) The Borrower may not issue or incur any Debt which has any priority in payment of principal or interest from the Net Revenues and Available Cash compared to the payment of principal and interest due hereunder without the prior written consent of the Lender. (b) The Borrower shall not issue any Parity Debt except if the Debt Ratio projected for the Fiscal Year in which the Parity Debt is being incurred and each Fiscal Year thereafter is 1.20 or greater; provided, for purposes of this Section 10.19(b), the Borrower may calculate the Debt Ratio for the Fiscal Year in which the Parity Debt is being incurred and each Fiscal Year thereafter taking into account projected increases in Total Operating Revenues, as evidenced by a fiscal study, rate study, or other third-party analysis, study or report prepared by an Independent Consultant in connection with the incurrence of the Parity Debt. (c) For clarity, nothing in this Agreement will prevent the Borrower from issuing or incurring Subordinate Debt or entering into long-term contracts, leases and other obligations that are not secured by Net Revenues and Available Cash, it being understood and agreed that such long-term obligations are required for Borrower to operate the System.

Section 10.20 Against Sale or Disposition of Property. If and to the extent Borrower obtains physical assets that are part of the System in the future, Borrower shall not sell, lease, encumber or otherwise dispose of the System or any part thereof in excess of one-half of one 4901-0138-2255.5
29 percent of the book value of the System in any Fiscal Year, unless the Treasurer certifies that such sale, lease, encumbrance or disposition will not materially adversely affect the operation of the System or the Net Revenues; provided however, any real or personal property which has become nonoperative or which is not needed for the efficient and proper operation of the System, or any material or equipment which has become worn out, may be sold or exchanged at not less than the fair market value thereof and the proceeds (if any) of such sale or exchange shall be deposited in the Revenue Fund.

Section 10.21 Operation of the System, Rate Covenant. (a) The Borrower shall continue to operate the System and shall have in effect at all times, except as otherwise provided by law, rules and regulations requiring all users of the System provided by the Borrower that is provided or made available to pay the rates, fees and charges applicable to the System provided or made available to such users, and providing for the billing thereof and for a due date and a delinquency date for each bill. In each case where such bill remains unpaid in whole or in part after such bill becomes delinquent, the Borrower, in accordance with law, may refuse to provide or make available the services provided by the System to such premises until all delinquent rates, fees and charges and penalties have been paid in full.
(b) Except in connection with the receipt of federal or State funding, or as required by law or as a condition to the acquisition or operation of the System, the Borrower shall not permit any part of the System, or any facility thereof, to be used, or taken advantage of, free of charge by any person, firm or corporation, or by any public agency (including the United States of America, the State and any public corporation, political subdivision, city, county, district or agency of any thereof), excepting only that the Borrower may without charge use the services and facilities of the System.
(c) The Borrower shall, at all times while the Revolving Credit is outstanding, take the necessary and appropriate actions to fix, prescribe and collect rates, fees and charges in connection with the System so as to yield Revenues at least sufficient, after making reasonable allowances for contingencies and errors in the estimates and available reserves, to pay the following amounts in the order below set forth:
(1) Power Supply Costs (including Priority Administration Costs); (2) The principal and interest payments due hereunder and all payments (including payments of interest and under reimbursement agreements) with respect to related Parity Debt issued or incurred after the date hereof as they become due and payable;
(3) All Operation and Maintenance Costs of the System;
(4) All other payments required to meet any other obligations of the Borrower which are charges, liens, encumbrances upon, or which are otherwise payable from the Revenues during such Fiscal Year; and
(5) Maintain compliance with Sections 10.3 and 10.5.
4901-0138-2255.5
30 Section 10.22 Against Competitive Facilities. The Borrower shall not, to the extent permitted by law, acquire, maintain or operate and will not, to the extent permitted by law and its current contractual rights and obligations and within the reasonable scope of its powers, permit any other public or private agency, corporation, district or political subdivision or any person whomsoever to acquire, maintain or operate as part of or an affiliate of the Borrower any utility system competitive with the System.

Section 10.23 Maintenance and Operation of the System. The Borrower shall pay all Power Supply Costs and Operation and Maintenance Costs of the System as they become due and payable.

Section 10.24 Payment of Claims. The Borrower shall pay and discharge any and all lawful claims for labor, materials or supplies which, if unpaid, might become a lien on the Net Revenues and Available Cash or any part thereof or on any funds in the control of the Borrower prior or superior to the lien of the payment of principal and interest hereunder or which might impair the security of such payments of principal and interest.

Section 10.25 Insurance. The Borrower shall maintain, or cause to be maintained, at all times, insurance on and with respect to its properties with responsible and reputable insurance companies; provided, however, that the Borrower may maintain self-insurance general liability on its properties not covered by the public entity property insurance program policy, for worker’s compensation and vehicle liability and such other self-insurance as it deems prudent. Such insurance must include casualty, liability and workers’ compensation and be in amounts and with deductibles and exclusions customary and reasonable for governmental entities of similar size and with similar operations as the Borrower. The Borrower shall, upon request of the Lender, furnish evidence of such insurance to the Lender. The Borrower shall also procure and maintain at all times adequate fidelity insurance or bonds on all officers and employees handling or responsible for any Revenues or funds of the System, such insurance or bond to be in an aggregate amount at least equal to the maximum amount of such Revenues or funds at any one time in the custody of all such officers and employees or in the amount of one million dollars ($1,000,000), whichever is less. The insurance described above may be provided as part of any comprehensive fidelity and other insurance and not separately for the System. The Borrower shall pay or cause to be paid when due the premiums for all insurance policies required hereby.

Section 10.26 Covenant to Obtain Take-Out Financing. If amounts owed hereunder are not repaid on or before the Revolving Credit Termination Date, the Borrower hereby covenants and agrees to use its best efforts to complete a financing in order to repay the Lender hereunder.

SECTION 11. EVENTS OF DEFAULT AND REMEDIES.

Section 11.1 Events of Default. Any one or more of the following will constitute an “Event of Default” hereunder:
(a) Any default in the payment any amount due and owing hereunder when due at the time specified herein;
(b) Failure by the Borrower to observe and perform any covenant, condition or agreement on its part to be observed or performed hereunder, other than as referred to in the 4901-0138-2255.5
31 preceding clause (a) of this Section, and other than the covenant of the Borrower to provide the Lender with a copy of its annual budget and any interim updates or modifications to such budget as required by Section 10.2 hereof, for a period of 30 days after written notice specifying such failure and requesting that it be remedied has been given to the Borrower by the Lender. However, if in the reasonable opinion of the Borrower the failure stated in the notice can be corrected, but not within such 30-day period, the Lender shall not unreasonably withhold their consent to an extension of such time (for a period not to exceed 60 days) if corrective action is instituted by the Borrower within such 30-day period and diligently pursued until the default is corrected; (c) The filing by the Borrower of a voluntary petition in bankruptcy, or failure by the Borrower promptly to lift any execution, garnishment or attachment, or adjudication of the Borrower as a bankrupt, or assignment by the Borrower for the benefit of creditors, or the entry by the Borrower into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of a petition applicable to the Borrower in any proceedings instituted under the provisions of the Federal Bankruptcy Code, as amended, or under any similar federal or State act now existing or which may hereafter be enacted;
(d) Any statement, representation or warranty of a material nature made by the Borrower in or pursuant to this Agreement or its execution, delivery or performance shall have been false, incorrect, misleading or breached in any material respect on the date when made; (e) Any default occurs under any other agreement for borrowing money, lease financing of property or otherwise receiving credit under which the Borrower is an obligor, if such default (i) arises under any other agreement for borrowing money, lease financing of property or provision of credit provided by the Lender or any affiliate of the Lender, or (ii) arises under any obligation under which there is outstanding, owing or committed an aggregated amount in excess of $50,000;
(f) Any court of competent jurisdiction shall find or rule that this Agreement is not valid or binding against the Borrower;
(g) A custodian, receiver, trustee, examiner, liquidator or similar official is appointed for the Borrower or any substantial part of its Property, and such proceeding continues undischarged, undismissed and unstayed for a period of thirty (30) days; (h) A debt moratorium, debt restructuring, debt adjustment or comparable restriction is imposed on the repayment when due and payable of the principal of or interest on any Debt of the Borrower by the Borrower or any Governmental Authority with appropriate jurisdiction;
(i) Any material provision of this Agreement, the JPA Agreement or any other Loan Document at any time for any reason ceases to be valid and binding on the Borrower as a result of any legislative or administrative action by a Governmental Authority with competent jurisdiction or is declared in a final non-appealable judgment by any court with competent jurisdiction to be null and void, invalid or unenforceable, or the validity or enforceability thereof is publicly contested by the Borrower, or the Borrower publicly contests the validity or enforceability of any obligation to pay System Debt, or any Authorized Representative publicly 4901-0138-2255.5
32 repudiates or otherwise denies in writing that it has any further liability or obligation under or with respect to any provision of this Agreement, the JPA Agreement, any other Loan Document or any operative document related to System Debt;
(j) Dissolution or termination of the existence of the Borrower; (k) The Borrower (i) defaults on the payment of the principal of or interest on any System Debt beyond the period of grace, if any, provided in the instrument or agreement under which such System Debt was created or incurred or (ii) defaults in the observance or performance of any agreement or condition relating to any System Debt, including, without limitation, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event occurs or condition exists, the effect of which default, event of default or similar event or condition is to permit (determined without regard to whether any notice is required) any such System Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such System Debt; (l) Any final, nonappealable judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes, in an aggregate amount not less than $250,000 are entered or filed against the Borrower or against any of its Property and remain unpaid, unvacated, unbonded and unstayed for a period of sixty (60) days; or (m) The passage of any Law has occurred which could reasonably be expected to have a Material Adverse Effect.

Section 11.2 Remedies on Default. Upon the occurrence of any Event of Default Lender or any permitted holder of the Notes may, by notice to Borrower, take any of the following actions:
(a) terminate any obligation to extend any further credit hereunder (including but not limited to Advances) on the date (which may be the date thereof) stated in such notice; (b) declare all Advances and all indebtedness under the Notes then outstanding (including all outstanding principal and all accrued but unpaid interest), and all other Obligations of Borrower to Lender, to be immediately due and payable without further demand, presentment, protest or notice of any kind; and
(c) exercise and enforce any and all rights and remedies contained in any other Loan Document or otherwise available to Lender at law or in equity.

This provision, however, is subject to the condition that, except with respect to an Event of Default under Section 11.1(c) above, if at any time after such Principal Amount of the unpaid Note Payments and the accrued interest thereon shall have been so declared due and payable and before the acceleration date or the date of any judgment or decree for the payment of the money due shall have been obtained or entered, the Borrower shall deposit with the Lender a sum sufficient to pay such unpaid Principal Amount of the Note Payments due prior to such date and the accrued interest thereon, with any interest due on such overdue installments, and the reasonable expenses of the Lender, and any and all other defaults known to the Lender (other than in the payment of such Principal Amount of the unpaid Note Payments and the accrued interest thereon due and payable solely by reason of such declaration) shall have been made good 4901-0138-2255.5
33 or cured to the satisfaction of the Lender or provision deemed by the Lender to be adequate shall have been made therefor, then and in every such case the Lender may rescind and annul such declaration and its consequences; but no such rescission and annulment shall extend to or shall affect any subsequent default or shall impair or exhaust any right or power consequent thereon.

SECTION 12. MISCELLANEOUS.

Section 12.1 Holidays. If any payment hereunder becomes due and payable on a day which is not a Business Day, the due date of such payment will be extended to the next succeeding Business Day on which date such payment will be due and payable. In the case of any principal falling due on a day which is not a Business Day, interest on such principal amount will continue to accrue during such extension at the Applicable Rate, which accrued amount will be due and payable on the next scheduled date for the payment of interest.

Section 12.2 No Waiver, Cumulative Remedies. No delay or failure on the part of Lender or the holder of any Note in the exercise of any power or right will operate as a waiver thereof or as an acquiescence in any Default, nor will any single or partial exercise of any power or right preclude any other or further exercise thereof, or the exercise of any other power or right. All rights and remedies of Lender and the holder of any Note are cumulative to, and not exclusive of, any rights or remedies which any of them would otherwise have. Borrower agrees that in the event of any breach or threatened breach by Borrower of any covenant, obligation or other provision contained in this Agreement, Lender shall be entitled (in addition to any other remedy that may be available to Lender) to: (i) a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other provision; and (ii) an injunction restraining such breach or threatened breach. Borrower further agrees that neither Lender nor any other person or entity shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 12, and Borrower irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

Section 12.3 Amendments, Etc. No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document nor consent to any departure by Borrower therefrom, will in any event be effective unless the same is in writing and signed by Lender. No notice to or demand on Borrower in any case will entitle Borrower to any other or further notice or demand in similar or other circumstances.

Section 12.4 Costs and Expenses.
(a) Borrower shall pay all reasonable out-of-pocket expenses incurred by Lender in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including, without limitation, the fees specified in Section 5.1. (b) Borrower agrees to pay on demand all reasonable costs and expenses (including attorneys’ fees and expert witness fees), if any, incurred by Lender or any other holder of the Obligations in connection with any Event of Default or the enforcement of this Agreement, 4901-0138-2255.5
34 any other Loan Document or any other instrument or document to be delivered hereunder, including without limitation any action, suit or proceeding brought against Lender by any Person which arises out of the transactions contemplated hereby or out of any action or inaction by Lender hereunder or thereunder.

Section 12.5 Indemnity. The Borrower shall and hereby agrees to indemnify and save the Lender, its officers, directors, agents, employees, successors or assigns harmless from and against all claims, losses and damages, including legal fees and expenses, arising out of (i) the use, maintenance, condition or management of, or from any work or thing done on, the System by the Borrower, (ii) any breach or default on the part of the Borrower in the performance of any of the Borrower’s obligations under the Agreement, (iii) any act of negligence of the Borrower or of any of its contractors, servants, employees or licensees with respect to the System, or (iv) any act of negligence of any assignee or sublessee of the Borrower, or of any agents, contractors, servants, employees or licensees of the assignee or sublessee of the Borrower with respect to the System.

The Borrower further covenants and agrees to indemnify and save the Lender harmless against any claim, loss, expense, advance, and liabilities which they may incur arising out of or in the exercise and performance of their powers and duties hereunder, including the costs and expenses (including attorneys fees and disbursements) of defending against any claim of liability or enforcing any remedies, and which are not due to its negligence or willful misconduct. The Borrower further covenants and agrees to advance to the Lender the amounts requested as the costs and expenses of such defense. Any and all special obligations of the Borrower under this Section shall be and remain valid and binding special obligations of the Borrower notwithstanding the payment in full of the payment of principal and interest due hereunder and the termination of this Agreement.

Section 12.6 Right of Set Off. Without limiting any provision of this Agreement, to the extent permitted by applicable law, Lender reserves a right of setoff in all of Borrower’s accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future.

However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. While any Event of Default has occurred and is continuing, Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums due and owing from Borrower against any and all such accounts.

Section 12.7 Survival of Representations. All representations and warranties made herein or in certificates given pursuant hereto will survive the execution and delivery of this Agreement and the other Loan Documents, and will continue in full force and effect with respect to the date as of which they were made as long as any credit is in use or available hereunder.

Section 12.8 Notices. Except as otherwise specified herein, all notices hereunder will be in writing (by hand, commercial overnight courier, or e-mail) and will be given to the relevant party at its address or e-mail address set forth below, or such other address as such party may hereafter specify by written notice to the other. Any notice of default under this Agreement will be given by hand or overnight courier in addition to e-mail. Notices hereunder will be addressed:
4901-0138-2255.5
35 If to the Borrower: Pioneer Community Energy
2510 Warren Drive, Suite B
Rocklin, CA 95667
Attention: Executive Director
Telephone: 916-758-8938
If to the Lender: Columbia Bank
2998 Douglas Boulevard, Suite 145
Roseville, CA 95661
Attention: Anastasia Efstathiu
Telephone: 916-774-3923
Each such notice, request or other communication will be effective (i) if given by e-mail, upon transmission, or (ii) if given by any other means, when delivered at the addresses specified in this Section 12.8; provided that any notice given pursuant to Section 2.2 hereof will be effective only upon receipt.

For notice purposes, Borrower agrees to keep Lender informed at all times of Borrower’s current address.

Section 12.9 Headings. Section headings used in this Agreement are for convenience of reference only and are not a part of this Agreement for any other purpose.

Section 12.10 Severability of Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 12.11 Counterparts. This Agreement may be executed in any number of counterparts, and by different parties hereto on separate counterparts, and all such counterparts taken together will be deemed to constitute one and the same instrument.

Section 12.12 Assignments, Binding Nature, Governing Law, Etc. This Agreement will be binding upon Borrower and its permitted successors and assigns, and will inure to the benefit of Lender and the benefit of its permitted successors and assigns, including any permitted subsequent holder of a Note. This Agreement and the rights and duties of the parties hereto will be construed and determined in accordance with the internal laws of the State of California without regard to principles of conflicts of laws. This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof and any prior agreements, whether written or oral, with respect thereto are superseded hereby. Borrower may not assign its rights hereunder without the written consent of Lender. Lender may assign its rights hereunder without the consent of Borrower, but only if after any such assignment Lender acts as the lead agent or administrative agent with respect to this Agreement.

Section 12.13 Submission to Jurisdiction; Venue. Borrower hereby submits to the nonexclusive jurisdiction of the United States District Court for the Eastern District of California and of any California State court sitting in the County of Sacramento for purposes of all legal proceedings arising out of or relating to this Agreement, the other Loan Documents or the 4901-0138-2255.5
36 transactions contemplated hereby or thereby. Borrower irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court has been brought in an inconvenient forum.

Section 12.14 Judicial Reference. (a) TO THE MAXIMUM EXTENT PERMITTED BY

LAW, EACH OF THE PARTIES IRREVOCABLY WAIVES ANY AND ALL RIGHT TO

TRIAL BY JURY IN ANY LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF

THE PARTIES FURTHER AGREES THAT, IN THE EVENT OF LITIGATION, IT WILL NOT

PERSONALLY OR THROUGH ITS AGENTS OR ATTORNEYS SEEK TO REPUDIATE THE VALIDITY OF THIS SECTION 12.14, AND IT ACKNOWLEDGES THAT IT FREELY AND

VOLUNTARILY ENTERED INTO THIS AGREEMENT TO WAIVE TRIAL BY JURY IN ORDER TO INDUCE THE BANK TO FINANCE THE PROJECT.
(b) To the extent that the foregoing waiver of a jury trial is unenforceable under applicable State of California law, the parties agree to refer, for a complete and final adjudication, any and all issues of fact or law involved in any litigation or proceeding (including all discovery and law and motion matters, pretrial motions, trial matter and post-trial motions up to and including final judgment), brought to resolve any dispute (whether based on contract, tort or otherwise) between a party or the parties and the Bank arising out of, in connection with or otherwise related or incidental to this Agreement to a judicial referee who shall be appointed under a general reference pursuant to California Code of Civil Procedure Section 638, which referee’s decision will stand as the decision of the court. Such judgment will be entered on the referee’s statement of judgment in the same manner as if the action had been tried by the court. The parties shall select a single neutral referee, who shall be a retired state or federal judge with at least five years of judicial experience in civil matters; provided that the event the parties and the Bank cannot agree upon a referee, the referee will be appointed by the court. The fees and expense of any referee that is appointed in such action or proceeding shall be shared equally among the parties, but the prevailing party shall have the right to recover the portion paid by it from the non-prevailing party at the conclusion of the case.

Section 12.15 Time is of the Essence. Time is of the essence in the performance and enforcement of this Agreement and the other Loan Documents.

Section 12.16 Consent to Loan Participation. Borrower agrees and consents to Lender’s sale or transfer, whether now or later, of one or more participation interests in the Revolving Credit or the Term Loan to one or more purchasers, whether related or unrelated to Lender, provided that at all times Lender manages the Revolving Credit and the Term Loan such that Borrower may communicate exclusively with Lender. Lender may provide, without any limitation whatsoever, to any one or more purchasers or potential purchasers, any information or knowledge Lender may have about Borrower or about any other matter relating to this Agreement, and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters. Borrower additionally waives any and all notices of sale of participation interests, as well as all notices of any repurchase of such participation interests. Borrower also agrees that the purchasers of any such participation interests will be considered as the absolute owners of such interest in the Notes and will have all the rights granted under the participation agreement or agreements governing the same of such participation interests. Borrower further waives all rights of offset or counterclaim 4901-0138-2255.5
37 that it may have now or later against Lender or against any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce Borrower’s obligations under this Agreement irrespective of the failure or insolvency of any holder of any interest in the Notes. Borrower further agrees that the purchaser of any such participation interests may enforce the interests irrespective of any personal claims or defenses that Borrower may have against Lender.

Section 12.17 No Recourse Against Constituent Members of Borrower. The Borrower is organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) pursuant to the Joint Powers Agreement and is a public entity separate from its constituent members. Borrower shall be solely responsible for all debts, obligations and liabilities accruing and arising out of this Agreement and the Notes. Lender shall not make any claims, take any actions or assert any remedies against any of Borrower’s constituent members in connection with any payment default by Borrower under this Agreement or any other Loan Document.

Section 12.18 Arm’s Length Transaction. The transaction described in this Agreement is an arm’s length, commercial transaction between the Borrower and the Lender in which: (i) the Lender is acting solely as a principal (i.e., as a lender) and for its own interest; (ii) the Lender is not acting as a municipal advisor or financial advisor to the Borrower; (iii) the Lender has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to the Borrower with respect to this transaction and the discussions, undertakings and procedures leading thereto (irrespective of whether the Lender or any of its affiliates has provided other services or is currently providing other services to the Borrower on other matters); (iv) the only obligations the Lender has to the Borrower with respect to this transaction are set forth in this Agreement,; and (v) the Lender is not recommending that the Borrower take an action with respect to the transaction described in this Agreement and the other Loan Documents, and before taking any action with respect to the this transaction, the Borrower should discuss the information contained herein with the Borrower’s own legal, accounting, tax, financial and other advisors, as the Borrower deems appropriate.

Section 12.19 Assignment to Federal Reserve Bank. The Lender may assign and pledge all or any portion of the obligations owing to it hereunder to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank, provided that any payment in respect of such assigned obligations made by the Borrower to the Lender in accordance with the terms of this Agreement will satisfy the Borrower’s obligations hereunder in respect of such assigned obligation to the extent of such payment. No such assignment will release the Lender from its obligations hereunder. [Signatures appear on following page.]
4901-0138-2255.5
IN WITNESS WHEREOF, the Lender and the Borrower have caused this Agreement to be executed in their respective names by their duly authorized officers, all as of the date first above written.

COLUMBIA BANK,
an Oregon state chartered bank
By:

Authorized Representative

PIONEER COMMUNITY ENERGY
By:

Don Eckert
Chief Executive Officer
4901-0138-2255.5

EXHIBIT A

FORM OF IRREVOCABLE STANDBY LETTER OF CREDIT

IRREVOCABLE STANDBY LETTER OF CREDIT PROVIDED BY PIONEER Issuing Bank: _________________

Date and Place of Issue: _________________

Letter of Credit No.: [_______]
Stated Amount: US [$ _______] ([in words] United States Dollars) Expiration Date: __________ __, 202_
Beneficiary’s Name and Address: [NAME and ADDRESS]
(“Beneficiary”)
Applicant’s Name and Address: [NAME and ADDRESS]
(“Applicant”)
To Beneficiary:

We hereby issue this irrevocable standby letter of credit no. [___________] (“Letter of Credit”) in your favor for the account of Applicant [for [____] (“Account Party”)] for payment at sight of up to the aggregate amount stated above (“Stated Amount”). Drawing(s) made in accordance with the terms and conditions of this Letter of Credit will be duly honored. This Letter of Credit is effective as of [date].

Funds under this Letter of Credit, in an amount not to exceed the Stated Amount, will be made available to you upon presentation of a statement (“Beneficiary Statement”) purportedly signed by an authorized officer of Beneficiary stating:

1. “This Letter of Credit No. [_____] will expire in twenty (20) or fewer Business Days, Beneficiary has not received an extension of said Letter of Credit or other acceptable replacement collateral as required under the [ ], dated as of [date] between [Applicant]/[Account Party] and Beneficiary, as the same may have been amended. Wherefore, Beneficiary hereby demands payment of $[amount].” Or

2. “An Event of Default (as defined in the [ ], dated as of [date] between [Applicant]/[Account Party] and Beneficiary, as the same may have been amended (the “Master Agreement”)) has occurred and is continuing with respect to [Applicant]/[Account Party] under the Master Agreement, and [Applicant’s]/[Account Party’s] payment to Beneficiary of $[amount] is due and owing.

Wherefore, Beneficiary hereby demands payment of the above referenced amount under Letter of Credit No. [____].”
Or

3. “An Early Termination Date (as defined in the [ ] dated as of [date] between [Applicant]/[Account Party] and Beneficiary, as the same may have been amended (the “Master Agreement”) has occurred and the [Applicant]/[Account Party] has failed to make all payments due and owing to Beneficiary in accordance with the terms of the Master Agreement, and [Applicant’s]/[Account Party’s] payment to Beneficiary of $[amount] is due and owing. Wherefore, Beneficiary hereby demands payment of the above referenced amount under Letter of Credit No. [____].” 4901-0138-2255.5
Terms and Conditions

1. Payment under this Letter of Credit will be effected per your instructions against a Beneficiary Statement presented at _______________________________________ (“Place for Presentation”). The Beneficiary Statement may be presented by (a) U.S. mail, (b) overnight courier or (c) as a PDF attachment to an email to [bank email address]. Transmittal by email shall be deemed delivered when received.

2. The original of this Letter of Credit (and all amendments, if any) is not required to be presented in connection with any presentment of a Beneficiary Statement by Beneficiary hereunder in order to receive payment.

3. Partial and/or multiple drawings are permitted. Such partial drawings shall reduce the amount thereafter available for drawing under this Letter of Credit.

4. This Letter of Credit will terminate at 5:00 p.m., San Francisco time, on the earlier of (i) the Expiration Date, (ii) the date of surrender by you of this Letter of Credit for cancellation, and (iii) the date of our honoring of drawing(s) under this Letter of Credit that, in the aggregate, equal the Stated Amount.

5. It is a condition of this Letter of Credit that the Expiration Date shall be deemed automatically extended without an amendment for a one-year period beginning on the present Expiration Date hereof and upon each anniversary for such date, unless at least ninety (90) days prior to any such Expiration Date, we have sent to you written notice by overnight courier service that we elect not to extend this Letter of Credit, in which case it will expire on such Expiration Date. No presentation made under this Letter of Credit after such Expiration Date will be honored.

6. All Issuing Bank charges are for the account of Applicant.

7. This Letter of Credit shall not be amended except with the written concurrence of Beneficiary, Applicant, and Issuing Bank.

8. Any communications to us with respect to this Letter of Credit shall be addressed to the Place for Presentation and refer to “Letter of Credit No. [_______]”.

9. Unless otherwise expressly stated herein, this Letter of Credit is governed by the International Standby Practices 1998 (ISP98) (International Chamber of Commerce Publication No. 590). As to matters not governed by the ISP98, this Letter of Credit is governed by the laws of the State of California.

10. [Rule 3.14] is amended such that if the Letter of Credit expires while the Place for Presentation is closed due to events described in said [Rule], then the Expiration Date of the Letter of Credit shall be automatically extended without amendment to a date thirty (30) calendar days after the Place for Presentation reopens for business.

11. All notices to Beneficiary shall be in writing and are required to be sent by certified letter, overnight courier, or delivered in person to: [Beneficiary’s address]. Only notices to Beneficiary meeting the requirements of this paragraph shall be considered valid. Any notice to Beneficiary which is not in accordance with this paragraph shall be void and of no force or effect.

Very truly yours,
4901-0138-2255.5
EXHIBIT B – FORM OF NOTE

EXHIBIT B

FORM OF NOTE
FOR VALUE RECEIVED, PIONEER COMMUNITY ENERGY, a public agency formed under the provisions of the Joint Exercise of Powers Act of the State of California, Government Code Section 6500 et seq. (“Borrower”), promises to pay to the order of COLUMBIA BANK (“Lender”) the principal sum of up to FIFTY MILLION and No/100 DOLLARS ($_________), pursuant to the terms of that certain Amended and Restated Credit Agreement No. 1 (the “Amended and Restated Credit Agreement”) dated as of __________, 2025, between Borrower and Lender, together with interest thereon as provided herein and therein. All payments under this Amended and Restated Revolving Credit Promissory Note (this “Note”) shall be made to Lender at its address specified in the Amended and Restated Credit Agreement, or at such other place as the holder of this Note may from time to time designate in writing, in accordance with the terms of this Note and the Amended and Restated Credit Agreement.

Capitalized terms used but not defined in this Note shall have the definitions provided in the Amended and Restated Credit Agreement.

The purpose of this Note is to replace the Promissory Note dated March 25, 2024 (the “Prior Note”), executed by the Borrower to evidence amounts borrowed under the Prior Agreement. This Note is the Note referenced in the Amended and Restated Credit Agreement, and the terms hereof are incorporated by reference into the Agreement. For the avoidance of doubt, this Note replaces in its entirety the Prior Note, and such Prior Note is no longer in force and effect, and any amounts outstanding under such Prior Note shall be outstanding hereunder.

Payment Terms. Borrower agrees to pay monthly payments of interest only on the unpaid principal balance of this Note as of each Payment Date beginning on [_____ 15, 2025], with all subsequent payments due and payable on each Payment Date thereafter as provided in Section 3 of the Amended and Restated Credit Agreement. Interest will accrue prior to maturity (whether by lapse of time, acceleration or otherwise) at the Applicable Rate and after maturity (whether by lapse of time, acceleration or otherwise), whether before or after judgment, at the Default Rate, until paid in full.

Working Capital. This Note, in part, is executed in connection with working capital and other legal purposes being borrowed by the Borrower pursuant to and in compliance with the terms of the Amended and Restated Credit Agreement; provided, however, that the total amount that may be allocated under this Note towards working capital shall not exceed $30,000,000 as described further in the Amended and Restated Credit Agreement.

Letters of Credit. This Note, in part, is executed in connection with Letter of Credits issued by the Lender to the applicable beneficiary specified therein (each a “Beneficiary”) pursuant to and in compliance with the terms of the Amended and Restated Credit Agreement; provided, however, that the total amount that may be allocated under this Note towards Letters of Credit shall not exceed $20,000,000 as described further in the Amended and Restated Credit Agreement.
4901-0138-2255.5
EXHIBIT B – FORM OF NOTE
Draw or Demand Under the Letters of Credit. Borrower directs and authorizes Lender to immediately advance funds under the applicable Letter of Credit to repay in full any demand or draw request from the applicable Beneficiary under the Letter of Credit (the “Disbursement”).

Payment Terms Under the Letters of Credit. Borrower agrees to pay any Disbursement immediately upon demand from Lender and in no event less than three (3) Business Days from the date of the Disbursement (the “Demand Date”). From the date of the Disbursement to the Demand Date, Borrower shall pay interest only on the unpaid principal balance of the applicable Letter of Credit of Credit (whether by lapse of time, acceleration or otherwise) at the Applicable Rate, and after the Demand Date (whether by lapse of time, acceleration or otherwise), whether before or after judgment, at the Default Rate, until paid in full.

Credit Agreement and Cash Collateral. If (i) any Letter of Credit has been issued and remains unexpired on the Revolving Credit Termination Date, or (ii) the LOC Revolving Credit Commitment terminates for any reason before the surrender of any outstanding Letter of Credit, then Borrower shall, within three (3) days after written notice from Lender, provide Cash Collateral to Lender with a value of not less than 110% of the aggregate principal amount of all outstanding Advances, to be held by Lender as security until all Obligations with respect to outstanding Letters of Credit shall have been fully and finally discharged, or Borrower may void or cancel any outstanding Letter of Credit, provided that any Disbursements that are outstanding thereunder shall have been paid by Borrower to Lender.

Maturity Date. The outstanding principal balance of this Note and all accrued but unpaid interest thereon shall be due and payable in full on the Revolving Credit Termination Date.

Default and Acceleration. Upon the occurrence of any Event of Default described in Section 11.1 of the Amended and Restated Credit Agreement, Lender or any permitted holder of this Note may exercise any or all of the rights and remedies set forth therein, including the exercise of Lender’s option to accelerate this Note and declare all Advances and all indebtedness under this Note then outstanding to be immediately due and payable, with or without notice to Borrower, as applicable.

Miscellaneous. This Note and the holder hereof are entitled to all of the rights benefits provided for in the Amended and Restated Credit Agreement. All of the terms, covenants and conditions contained in the Amended and Restated Credit Agreement are hereby made part of this Note to the same extent and with the same force as if they were fully set forth herein. In the event of a conflict or inconsistency between the terms of this Note and the Amended and Restated Credit Agreement, the terms and provisions of the Amended and Restated Credit Agreement shall control.

This Note may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Borrower or Lender, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought.

This Note will be construed in accordance with, and governed by, the internal laws of the State of California.
4901-0138-2255.5
EXHIBIT B – FORM OF NOTE
Borrower promises to pay all costs and expenses (including reasonable attorneys’ fees and expert witnesses’ fees) suffered or incurred by Lender or subsequent holder of this Note in the collection of this Note or the enforcement Lender’s rights and remedies under the Amended and Restated Credit Agreement.

Borrower hereby waives presentment for payment and demand. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forego enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive any applicable statute of limitations, presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) the obligations evidenced by this Note or release any party or guarantor or collateral, or impair, fail to realize upon or perfect Lender’s security interest in the collateral, if any; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify the terms of this Note without the consent of or notice to anyone other than the party with whom the modification is made.

Prior to signing this Note, Borrower read and understood all the provisions of this Note and the Amended and Restated Credit Agreement, including the variable interest rate provisions in the Amended and Restated Credit Agreement. Borrower agrees to the terms of this Note and the Amended and Restated Credit Agreement. Borrower acknowledges receipt of complete copies of this Note and the Amended and Restated Credit Agreement. 4901-0138-2255.5

CREDIT AGREEMENT
EXHIBIT B – FORM OF NOTE

PIONEER COMMUNITY ENERGY
By:

Name:

Title:
4901
-0138-2255.5

CREDIT AGREEMENT
EXHIBIT B – FORM OF NOTE
4901-0138-2255.5

CREDIT AGREEMENT
EXHIBIT B – FORM OF NOTE

NOTATIONS
Amount being borrowed for Working Capital (shall not exceed $30,000,000):

Amount being borrowed for Letters of Credit (shall not exceed $20,000,000):
4901-0138-2255.5

CREDIT AGREEMENT

EXHIBIT C - REQUEST FOR ADVANCE

EXHIBIT C

FORM OF REQUEST FOR ADVANCE
LOAN NO. _____________
Borrower: Pioneer Community Energy hereby requests an Advance under the Revolving Credit in accordance with the terms of the Amended and Restated Credit Agreement No. 1 dated __________, 2025, between Borrower and Lender, address: _______________________
Request Date:
[IF APPLICABLE] [Amount of Letter of Credit: $
Beneficiary:

Letter of Credit Expiration Date:]
Interest Rate: the higher of (a) a variable rate of interest equal to the Prime Rate plus [0.50]% per annum, and (b) [four] percent ([4.00]%) per annum.

PURPOSE OF ADVANCE
The Borrower is hereby requesting that this [LOC][Working Capital] Advance is being made in connection [with a request for -a Letter of Credit to be issued for the purpose of][working capital or other legal purposes of the Borrower] [mark one]:
[[ ] a collateral posting as required for future energy supply contracts; or [ ] a collateral posting [to be described by the Borrower]. Attached are copies documentation outlining the request of the beneficiary requesting the Letter of Credit in support of this request.]

BORROWER CERTIFICATION
Borrower hereby certifies that:
(I) After making the requested [LOC] [Working Capital]Advance, the sum of all outstanding [LOC][Working Capital] Advances will not exceed the [LOC][Working capital] Revolving Credit Commitment then in effect; 4901-0138-2255.5

CREDIT AGREEMENT

EXHIBIT C - REQUEST FOR ADVANCE
(II) As of the Request Date, the representations and warranties contained in the Amended and Restated Credit Agreement are true and correct in all material respects on and as of such Request Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (III) As of the Request Date, no Event of Default has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby. (IV) This Advance will be used for purposes permitted under the terms of the Amended and Restated Credit Agreement and no portion of this Advance will be used to fund operating losses.
(V) The person signing this Request for Advance is an Authorized Representative.

PIONEER COMMUNITY ENERGY
By:

Name:

Its:

APPROVED:

COLUMBIA BANK,
an Oregon state chartered bank
By:

Authorized Representative
4901-0138-2255.5

CREDIT AGREEMENT

EXHIBIT D - COMPLIANCE CERTIFICATE

EXHIBIT D

FORM OF COMPLIANCE CERTIFICATE
This Compliance Certificate is executed and delivered by Pioneer Community Energy (“Borrower”) pursuant to the terms of that certain Amended and Restated Credit Agreement No. 1 dated __________, 2025, as the same may be amended from time to time (the “Amended and Restated Credit Agreement”). All capitalized terms used in this Compliance Certificate and not otherwise defined herein shall have the same meaning given to them in the Amended and Restated Credit Agreement.

This Compliance Certificate is delivered with respect to the period commencing on, _____ and ending on , _____.

Borrower hereby certifies, represents and warrants to Lender as follows:

As of the date of this Compliance Certificate, no Event of Default has occurred during such period. Borrower has fulfilled its obligations under the Amended and Restated Credit Agreement and the other Loan Documents and all representations made therein continue to be true and correct in all material respects.

Borrower is in material compliance with the following covenants for such period: [TBD

IF NEEDED TO BE UPDATED PER TERM SHEET AS NOTED IN COVENANT QUESTIONS]
Covenant Required Actual Compliance (Y/N)
Debt Ratio
Cash on Hand to Revolving
Credit Commitment
Other:
[Or, if any such Event of Default has occurred during such period, set forth a description of such Event of Default and specifying the action, if any, taken by Borrower to remedy the same.]

PIONEER COMMUNITY ENERGY
By:

Name:

Its:

Page 1 of 2 ends

Staff Report – Item 6
To: The Governing Board
From: Brad Koehn, Director of Finance and Administration Item 6: Receive Draft Fiscal Year 2025-26 Quarterly Financial Reports Through September 30, 2025
Date: 11/20/2025

RECOMMENDATION
Receive draft Fiscal Year 2025-26 quarterly financial reports through September 30, 2025.

BACKGROUND
The Year-To-Date (YTD) financial reports are produced by Maher Accountancy for Board members and management review. Although these reports are unaudited, they provide the most up-to-date financial data for Pioneer Community Energy. The Placer County Treasurer’s Office is recording all activity for the mPOWER program in the county's financial system, which will be included in the audited year-end financial statements.

For September 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.

ANALYSIS & DISCUSSION
The table below shows the year-to-date budget-to-actuals summary through the first quarter of FY 2025-26, ending September 2025.

FY 2025-26 FY 2025-26 Variance
$ in Thousands YTD Budget YTD Actuals (Under)/Over
Energy Revenue $80,049 $75,419 $(4,629)
Power Supply $80,935 $72,818 $(8,117)
Operating Margin $(886) $2,602 $3,488
Operating Expense $5,212 $3,467 $(1,744)
Debt Service & Non-Op Rev $798 $1,487 $689
Contribution To/(From) Net Position $(5,300) $621 $(5,921) Energy Revenues
Revenue was below expectations by 5.6%, or $4.5 million, primarily due to milder weather than anticipated, which resulted in a lower customer load.

Power Supply
Power Supply costs ended the quarter under budget projections by 10%, or $8.1 million. The lower costs are Agenda Item: 6 Agenda Date: 11/20/2025

Page 2 of 2 ends

largely driven by two factors:

1. Favorable market changes in non-energy costs and other CAISO-related charges resulted in a decrease in non-energy CAISO costs; these costs are expected to continue fluctuating through the remainder of the fiscal year. These non-energy CAISO costs are preliminary and won’t be finalized for the quarter ending September 2025 until the middle of December.

2. Power supply contingency budget savings were also a contributing factor, though the energy market remains volatile, and large swings in costs can occur at any time.

Operating Expenses
Controllable expenses across all departments are $1.7 million, or 33.5%, less than YTD budget projections.

Significant costs related to tenant improvements for Pioneer’s newly leased office space are anticipated in the upcoming months, which is expected to move actuals closer to budget projections by the end of the fiscal year.

Operating expenses are also not evenly distributed throughout the fiscal year, and it is expected that this difference will moderate over the course of the year. Internal budget transfers will be made as needed to correct any budgetary imbalances for future reports.

Debt Service and Investment Gains
Debt service is in line with budget expectations.

Investment Gains are exceeding expectations with interest rates still maintaining a relatively high rate compared to the anticipated Federal Reserve Bank declines in interest rates, resulting in investment gains of $736 thousand above budget expectations.

Reserves and Net Position
The first quarter ended with a net position of $183.9 million, a $189 thousand increase since the beginning of the fiscal year. While this is a positive, Pioneer’s reserve policy is based on cash liquidity and does not include non-liquid assets, such as collateral deposits held by others, accounts receivable, and accounts payable, which are significant components in calculating the net position. Pioneer’s days of liquidity as of September 30th is measured to be 250 days, indicating that Pioneer is continuing to move towards the reserve target of 270 days per Pioneer’s Reserve Policy adopted in June 2025. However, the pro forma does anticipate that future months will experience a decline in days of liquidity. A robust reserve position enables Pioneer to navigate the volatility of the energy markets more effectively, maintain its continued competitiveness against Investor-Owned Utilities, and build a case for future credit rating improvement.

STRATEGIC PLAN
Strategic Priority: Be Fiscally Strong and Resilient

FISCAL IMPACT
The YTD change in net position through three months of the fiscal year is $832 thousand.

ATTACHMENTS

1. Draft Quarterly Financial Reports through September 30, 2025 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 September 30, 2025, and the related statement of revenues, expenses, and changes in net position for the three 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
November 5, 2025
1101 Fifth Avenue, Suite 200 San Rafael, CA 94901 415 459 1249 mahercpa.com CCA Program
ASSETS
Current assets
Cash and cash equivalents 37,062,720$
Investments 131,009,918
Accounts receivable, net of allowance 28,849,013
Accrued revenue 13,070,537
Other receivables 2,119,462
Interest receivable 811,213
Prepaid expenses 1,664,438
Deposits 241,030
Total current assets 214,828,331
Noncurrent assets
Capital assets, net of depreciation and amortization 1,051,958 Deposits 794,329
Total noncurrent assets 1,846,287
Total assets 216,674,618

LIABILITIES
Current liabilities
Accrued cost of electricity 28,363,189
Accounts payable 650,809
Other accrued liabilities 613,864
Lease liability 127,743
Note payable 885,463
Interest payable 4,391
Deposits 282,000
Total current liabilities 30,927,459
Noncurrent liabilities
Lease liability 735,296
Note payable 480,916
Supplier security deposits 600,000
Total noncurrent liabilities 1,816,212
Total liabilities 32,743,671

NET POSITION
Net investment in capital assets 188,919
Unrestricted net position 183,742,028
Total net position 183,930,947$

PIONEER COMMUNITY ENERGY

STATEMENT OF NET POSITION
As of September 30, 2025

CCA PROGRAM
See accountants' compilation report. 2
CCA Program

OPERATING REVENUES
Electricity sales, net 74,089,418$
Total operating revenues 74,089,418

OPERATING EXPENSES
Cost of electricity 71,487,837
Contract services 1,640,412
Staff compensation 1,218,371
Other operating expenses 614,860
Depreciation and amortization 47,174
Total operating expenses 75,008,654
Operating income (loss) (919,236)

NONOPERATING REVENUES (EXPENSES)
Investment income 1,773,468
Interest and financing expense (22,673)
Nonoperating revenues (expenses), net 1,750,795
CHANGE IN NET POSITION 831,559
Net position at beginning of period 183,099,388
Net position at end of period 183,930,947$
Three Months Ended September 30, 2025

AND CHANGES IN NET POSITION

STATEMENT OF REVENUES, EXPENSES

CCA PROGRAM

PIONEER COMMUNITY ENERGY
See accountants' compilation report. 3
Participation Rates – September 2025
Participation Rate September
2025
September
2024
AUBURN INC 85.43% 85.12%
COLFAX INC 88.01% 87.85%
GRASS VALLEY INC 96.47% 97.12%
LINCOLN INC 82.87% 82.22%
LOOMIS INC 87.01% 86.92%
NEVADA CITY INC 98.05% 98.30%
PLACERVILLE INC 85.82% 85.24%
ROCKLIN INC 90.32% 90.26%
UNINC EL DORADO CO 79.84% 79.61%
UNINC PLACER CO 84.80% 84.41%
Grand Total 84.38% 84.12%
1 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 three months ended September 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
November 5, 2025
1101 Fifth Avenue, Suite 200 San Rafael, CA 94901 415 459 1249 mahercpa.com 2025/26 YTD
Budget
2025/26 YTD
Actual
2025/26 YTD
Variance
(Under) Over
2025/26
YTD
Actual/
Budget % 2025/26 Budget
2025/26 Budget
Remaining

ENERGY REVENUES
Energy Sales $ 79,538,898 $ 75,083,287 $ (4,455,612) 94% $ 234,389,000 $ 159,305,713 Green100 Sales 54,250 20,022 (34,228) 37% 217,000 196,978 Congestion Revenue Rights and Battery Optimization 1,529,995 1,329,992 (200,003) 87% 10,000,000 8,670,008 Less Uncollectible Accounts (1,074,508) (1,013,894) 60,614 94% (3,167,181) (2,153,287) Total Operating Revenues 80,048,636 75,419,407 (4,629,229) 241,438,819 166,019,412

ENERGY EXPENSES
Power Supply 80,934,572 72,817,830 (8,116,742) 90% 221,145,000 148,327,170 OPERATING MARGIN (885,936) 2,601,577 3,487,513 20,293,819 17,692,242

OPERATING EXPENSES
Administration
Compensation 250,550 196,598 (53,952) 78% 1,002,200 805,602 Contract services 79,100 38,259 (40,841) 48% 492,800 454,541 Operating expenses 245,338 197,898 (47,440) 81% 971,750 773,852 Total Administration expenses 574,988 432,754 (142,233) 75% 2,466,750 2,033,996 Finance
Compensation 297,686 253,282 (44,404) 85% 1,190,745 937,463 Contract services 142,200 70,772 (71,428) 50% 641,550 570,778 Operating expenses 59,669 72,131 12,462 121% 357,675 285,544 Total Finance expenses 499,555 396,185 (103,370) 79% 2,189,970 1,793,785 Power Procurement
Compensation 312,398 236,334 (76,064) 76% 1,249,593 1,013,259 Contract services 759,494 354,538 (404,957) 47% 3,349,187 2,994,649 Operating expenses 367,875 57,800 (310,075) 16% 447,500 389,700 Total Power Procurement expenses 1,439,768 648,672 (791,096) 45% 5,046,280 4,397,608 Customer Care
Compensation 201,668 154,394 (47,274) 77% 806,672 652,278 Contract services 717,500 739,414 21,914 103% 2,870,000 2,130,586 Operating expenses 82,138 86,475 4,338 105% 129,050 42,575 Total Customer Care expenses 1,001,306 980,283 (21,022) 98% 3,805,722 2,825,439 Marketing & Communications
Compensation 238,150 157,462 (80,688) 66% 952,599 795,137 Contract services 125,000 25,500 (99,500) 20% 500,000 474,500 Operating expenses 245,600 119,805 (125,795) 49% 1,002,400 882,595 Total Marketing & Communications expenses 608,750 302,767 (305,983) 50% 2,454,999 2,152,232 Legislative & Regulatory
Compensation 235,525 165,488 (70,037) 70% 942,100 776,612 Contract services 84,452 89,158 4,706 106% 337,807 248,649 Operating expenses 6,650 2,711 (3,939) 41% 30,600 27,889 Total Legislative and Regulatory expenses 326,627 257,357 (69,270) 79% 1,310,507 1,053,150 Programs
Compensation 115,392 54,814 (60,578) 48% 461,568 406,754 Contract services 315,000 - (315,000) 0% 1,460,000 1,460,000 Operating expenses 330,502 394,637 64,135 119% 2,707,208 2,312,571 Total Programs expenses 760,894 449,451 (311,443) 59% 4,628,776 4,179,325 Total Operating Expenses 5,211,886 3,467,469 (1,744,418) 67% 21,903,004 18,435,536 OPERATING INCOME (LOSS) (6,097,822) (865,891) 5,231,931 (1,609,185) (743,294)

NON-OPERATING REVENUES (EXPENDITURES)
Investment gains (losses) 1,037,502 1,773,469 735,967 171% 4,150,000 2,376,531 Term Loan Debt Service (240,000) (230,326) 9,674 96% (950,000) (719,674) Additional Term Loan Principal - - - 0% (700,000) (700,000) Line/Letter of Credit Fees - (56,250) (56,250) 0% (750,000) (693,750) Nonoperating revenues (expenditures), net 797,502 1,486,892 689,390 1,750,000 263,108 Contribution to/(from) Reserves (5,300,320)$ 621,001$ 5,921,321$ 140,815$ (480,186)$

BUDGETARY COMPARISON SCHEDULE
Three Months Ended September 30, 2025

PIONEER COMMUNITY ENERGY

CCA PROGRAM

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Pioneer Community Energy Board of DirectorsNovember 20, 2025

Pioneer Community Energy Board of Directors
November 20, 2025