Agenda — Pioneer Community Energy Board of Directors, October 15, 2026 (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
Daniela Fernandéz, 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
October 15, 2026

REGULAR MEETING
3:00 PM
Pioneer Community Energy Board Room
2540 Warren Drive, Suite C, Rocklin, CA 95677
This regular meeting will convene in person at the address printed above, be accessible on the Zoom platform at the following link:
https://us06web.zoom.us/j/89020017279;
and live streamed for viewing on the Pioneer website:
https://pioneercommunityenergy.org/about-us/meetings-and-agendas/.

Members of the public may participate in person or by remote audio/visual access. Those who participated remotely and wish to comment should be prepared to use the Zoom platform via computer or telephone. Public comment will be opened for each agenda item in sequence.

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

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

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

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

1. Dial 1 (699) 900-6833

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

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

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

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. Public comments on matters listed on the agenda shall be heard at the time the matter is called.

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 September 17, 2026 regular meeting. (Eckert) b) FINANCE & ADMINISTRATION
Receive Fiscal Year 2026-27 Draft Monthly Financial Reports Through July 2026. (Koehn) c) MARKETING
Adopt a Resolution Authorizing the Chief Executive Officer to Execute Amendment No. 2 to the Agreement with ProProse LLC DBA Sagent to Increase the Dollar Amount by $1,700,000 for a Total Not-to-Exceed Amount of $2,300,000 for Marketing Services. (Stassi-Vanacore) d) FINANCE & ADMINISTRATION
Adopt a Resolution Approving Updates to Three Information Technology Policies. (Koehn) e) PROGRAMS
Adopt a Resolution Approving Amendment No. 3 to the Contract with Greenlite Lighting Corp. USA to Increase the Not-to-Exceed Dollar Amount by $400,000 for a Total of $1,512,400 for LED Discount Lighting Program Services. (Kang)
f) ADMINISTRATION
Adopt Resolution Updating the Board Member (Directors) Reimbursement Policy. (Koehn) g) ADMINISTRATION
Adopt a Resolution Approving Amendment No. 8 to Pioneer Community Energy’s Bylaws for Administrative Changes to Sections 2.1–2.4, 3.1, 4.2, 4.8, 4.9 and 5.1. (Eckert) h) ADMINISTRATION
Removal of Associate Members and Approval of a 30-Day Notice of a Proposed Amendment to the Joint Exercise of Powers Agreement. (Eckert)
2) REGULAR AGENDA
2) ADMINISTRATION
Adopt a Resolution Approving the Board Code of Conduct Policy, the Legislative and Regulatory Committee Policy, and the Community Advocacy Committee Policy, and Amending Three Additional Policies Regarding the Executive and Audit and Finance Committees, and Expansion. (Action – Eckert)
Recommendation: Adopt a Resolution approving the Board Code of Conduct Policy, the Establishment of the Legislative & Regulatory Committee and the Establishment of the Community Advocacy Committee and Amendments to the Governance Committee Policy, the Audit & Finance Committee Policy and the Expansion Committee Policy.
3) POWER PROCUREMENT
Response to Liberty Utilities Request for Proposal Related to Power Supply Requirements. (Discussion – Kang)
Recommendation: Receive an update of Pioneer Community Energy’s response to Liberty Utility’s Request for Proposal related to Power Supply Requirements and an Overview of Strategic Steps to include Liberty Utility’s Customers into Pioneer Community Energy’s Joint Exercise of Powers Agreement.

IV. GENERAL ADMINISTRATIVE FUNCTION – PART 2
A. BOARD MEMBER COMMUNICATIONS

1. Energy Procurement Review Ad Hoc Committee Report of October 2, 2026 (Committee Vice Chair Dowdin Calvillo)

2. Governance Committee Report of October 6, 2026 (Committee Chair Dowdin Calvillo)

3. Board Member Communications
B. CHIEF EXECUTIVE OFFICER COMMUNICATIONS
Legislative and Regulatory Report
Communications Report
Programs Report
Quarterly Strategic Plan Objectives Update
Quarterly Sponsorship Activity Update
C. ITEMS FOR INFORMATION

1. Glossary of Terms
CI. ADJOURNMENT
Upcoming Meeting of the Board:

November 12, 2026 – Special and Regular Meeting
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 October 15, 2026 regular meeting of the Pioneer Community Energy Governing Board was posted and available for public review on October 9, 2026 at the offices of Pioneer Community Energy, 2540 Warren Drive, Suite C, Rocklin, CA 95677; and, was on the Pioneer website at:
https://pioneercommunityenergy.org/about-us/meetings-and-agendas/.

All public materials related to an item on this agenda submitted to the Governing Board after distribution of the agenda packet are also made available for public inspection on Pioneer’s website at:
https://pioneercommunityenergy.org/about-us/meetings-and-agendas/. Any document provided at the meeting by staff or by the public will be provided by the Board Clerk upon request by phone at (916) 251-8573, or by email at: [email protected].

DRAFT

PIONEER COMMUNITY ENERGY

GOVERNING BOARD
REGULAR MEETING and PUBLIC HEARING
September 17, 2026

MINUTES
Entry No. 1
Heard General Administrative Functions – Part I
Call to Order
Pioneer Community Energy Governing Board met in open session at 3:05 PM on September 17, 2026. The Members convened in person and the meeting was accessible to the public at Pioneer Community Energy, 2540 Warren Drive, Suite C, 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/.

Chair Dowdin Calvillo called the regular meeting to order. A quorum was present.

Roll Call

Present: City of Auburn (Dowdin Calvillo), City of Colfax (Lomen), County of El Dorado (Parlin), City of Grass Valley (Ivy), City of Lincoln (Pearl), Nevada City (Petersen), City of Placerville (Carter).

Absent: Town of Loomis (Ring), County of Placer (DeMattei), County of Placer (Jones), City of Rocklin (Janda).

Director Jones arrived following approval of the Consent Agenda, during the celebratory toast.

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

Agenda Review
The Board approved the agenda without revision.

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

Approved the minutes of the July 23, 2026 regular meeting.

Received the status of the unaudited Fiscal Year 2025–26 financial statements.

Adopted Resolution 2026-26 approving the form of and authorizing the Chief Executive Officer to execute a Memorandum of Understanding and authorizing participation in the Special District Risk Management Authority’s Health Benefits Program.

Adopted Resolution 2026-27 approving an attestation regarding the veracity of information reflected in Pioneer Community Energy’s 2025 Power Source Disclosure Report for Pioneer Standard (Base Service) and Pioneer Green100.

DRAFT - ITEM 1a
DRAFT – September 17, 2026 – page 2
Adopted Resolution 2026-28 approving updates to one Human Resources Policy and three Information Technology Policies.

MOTION: Pearl / Carter. Vote: 7:0:0:4
AYES: Carter, Dowdin Calvillo, Ivy, Lomen, Parlin, Pearl, Petersen.

No: None.

Abstain: None.

Absent: DeMattei, Janda, Jones, Ring.

Entry No. 3
Celebratory Toast
The Board and staff participated in a celebratory toast recognizing Pioneer Community Energy’s new facility and boardroom. Chief Executive Officer Don Eckert and Chair Dowdin Calvillo acknowledged the efforts of staff and the Board’s support for the move.

Entry No. 4
PCIA Update
Received an overview of the Power Charge Indifference Adjustment (PCIA), anticipated changes to PCIA rates in 2027, and Pioneer’s regulatory and advocacy efforts.

Chief Executive Officer Don Eckert introduced the item. Brian Dickman of NewGen Strategies presented an overview of the PCIA’s purpose, calculation, customer vintage assignments, and market factors affecting rates. He discussed preliminary 2027 projections and noted that PG&E’s October forecast update would provide greater certainty regarding customer impacts.

Manager of Legislative and Regulatory Affairs Jonathan (“Jon”) Hart provided an update on PCIA proceedings, pending appeals, treatment of banked renewable energy credits, and reform efforts pursued through CalCCA and directly with the California Public Utilities Commission.

Directors asked questions regarding the duration of PCIA obligations, contract and utility-owned resource costs, transparency, and potential reforms. Chief Executive Officer Eckert discussed Pioneer’s power supply hedging, prepayment savings, and reserves as tools to address potential rate impacts.

No public comment was offered. No formal action was taken Entry No. 5
Expansion Marketing Slogan and Paid Advertising for October 2027 Service Launch Provided direction on the expansion marketing slogan and paid advertising approach for the October 2027 service launch.

Chief Executive Officer Don Eckert introduced the item. Director of Community Relations Gina Stassi-Vanacore introduced Pioneer’s marketing partners. The marketing team presented outreach strategies, community-specific messaging, multilingual communications, website landing pages, paid media options, and rapid response measures to address misinformation and customer opt-outs.

The team presented three proposed creative directions: “Pioneer Is Here,” “Love Your Energy,” and “Powered by Us.” Directors discussed local accountability, customer service, affordability, automatic DRAFT – September 17, 2026 – page 3
enrollment, and the importance of tailoring messages and imagery to individual communities, including rural and non-English-speaking populations.

A majority of Directors expressed support for the “Powered by Us” direction. Director Parlin expressed concerns about that slogan and suggested messaging emphasizing that Pioneer is here for customers.

Directors also discussed testing messaging through sampling or focus groups, and staff agreed to return with an approach for obtaining community feedback.

The Board provided general direction to proceed with the higher marketing budget option of approximately $1.7 million, which staff confirmed was included in the current budget. Staff indicated that a proposed contract would return to the Board at the next meeting. Direction was provided without a formal motion or vote.

Entry No. 6
Expansion Outreach and Planning for October 2027 Service Launch into 16 New Communities The Board continued this item to the next meeting without objection due to time constraints. No presentation was received or formal action taken on the item.

Entry No. 7
Adopt Resolutions Authorizing Execution of Microgrid Incentive Program Grant Agreements with Pacific Gas & Electric Company for Georgetown and Foresthill Microgrid Projects No communications were received from Members of the Board or Chief Executive Officer.

Adopted Resolutions authorizing execution of Microgrid Incentive Program (MIP) Grant Agreements with Pacific Gas & Electric Company for the Georgetown and Foresthill microgrid projects.

Chief Executive Officer Don Eckert introduced the item. Kristoffer Antigua presented an update on MIP funding awarded to the Foresthill and Georgetown projects, proposed biomass generation and battery storage facilities, and anticipated benefits for critical facilities and customers during power outages.

The presentation outlined the Georgetown funding shortfall, potential interconnection costs, and the need to identify additional funding as necessary. Staff reviewed the interconnection and microgrid islanding studies, subsequent project development, and a potential operating start in 2031, subject to successful completion of the required steps.

Directors asked questions regarding the ten-year grant and power purchase agreement terms and expressed support for improved resiliency in the affected communities. Staff clarified that the term does not necessarily limit the projects’ operating life. No public comment was offered.

Adopted Resolution 2026-29 Approving and Authorizing the Chief Executive Officer to Execute a Microgrid Incentive Program Grant Agreement with Pacific Gas & Electric Company for the Georgetown Microgrid Project.

Adopted Resolution 2026-30 Approving and Authorizing the Chief Executive Officer to Execute a Microgrid Incentive Program Grant Agreement with Pacific Gas & Electric Company for the Foresthill Microgrid Project.

MOTION: Parlin / Pearl. Vote: 8:0:0:3
AYES: Carter, Dowdin Calvillo, Ivy, Jones, Lomen, Parlin, Pearl, Petersen.

No: None.

DRAFT – September 17, 2026 – page 4
Abstain: None.

Absent: DeMattei, Janda, Ring.

Entry No. 8
Heard General Administrative Function – Part II
Board Member Communications
Audit & Finance Committee
Committee Chair Petersen reported on the July 13, 2026 meeting, including approval of prior minutes and discussion of an economic development incentive and a commercial and industrial strategic energy management program. He also reported on his meeting with the independent auditors and indicated that the completed audit would be reviewed and brought to the Board.

Governance Committee
Chair Dowdin Calvillo reported on the August 6, 2026 meeting, including approval of prior minutes and direction to staff regarding administrative considerations for the expanded Governing Board in 2027.

She also reported on a nondisclosure agreement with Liberty Utilities concerning power supply issues for South Lake Tahoe, anticipated impact assessment work, and a potential implementation plan filing by year-end. The Committee planned to meet again in late September or early October.

No additional Board Member communications were offered.

Chief Executive Officer Communications
Chief Executive Officer Don Eckert introduced Manager of Legislative and Regulatory Affairs Jonathan (“Jon”) Hart and Customer Care Coordinator Haagen Woodford and acknowledged their contributions to Pioneer.

Items for Information
Received the Glossary of Terms.

Adjournment
The meeting adjourned at 5:03 PM.

Page 1 of 1 ends

Staff Report – Item 1b
To: The Governing Board
From: Linda Praseudsuk, Sr. Financial Analyst
Item 1b: Receive Fiscal Year 2026-27 Draft Monthly Financial Reports Through July 2026 Date: 10/15/2026

RECOMMENDATION
Receive Fiscal Year 2026-27 Draft Monthly Financial Reports through July 2026.

BACKGROUND
The Year-To-Date (YTD) financial reports are produced by Maher Accountancy for Board member and management review. Although these reports are unaudited, they provide the most up-to-date financial data for Pioneer Community Energy. The mPOWER program accepted its last application in August 2021, and mPOWER activity is now limited to administering the outstanding mPOWER Bonds. The audited year-end reports will include financials for the mPOWER program. For July 2026, the financial reporting package includes the following reports for the CCA Fund only:
• Statement of Net Position (Balance Sheet) – Accounting of Assets, Liabilities and Net Position as of the reporting period end date for the CCA program. • Statement of Revenues, Expenses, and Changes in Net Position (P&L) – Accounting of all revenues, expenses, and changes in net position on a YTD basis through the reporting period end date for the CCA program.
• Budgetary Comparison Schedule (Budget to Actuals) – Comparison of budget to actuals on a YTD basis through the reporting period end date for the CCA program.

STRATEGIC PLAN
Strategic Priority: Be Fiscally Strong and Resilient

FISCAL IMPACT
The YTD change in net position through one month of the fiscal year is $(538) thousand.

ATTACHMENTS

1. Financial Reports through July 31, 2026
1 ACCOUNTANTS’ COMPILATION REPORT
Management
Pioneer Community Energy
Management is responsible for the accompanying financial statements of the CCA Program of Pioneer Community Energy (a California Joint Powers Authority) which comprise the statement of net position as of July 31, 2026, and the related statement of revenues, expenses, and changes in net position for the month 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 compiled financial statements. Pioneer Community Energy’s annual audited financial statements include the note disclosures and statement of cash flows omitted from these compiled 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
September 25, 2026
1101 Fifth Avenue, Suite 200 San Rafael, CA 94901 415 459 1249 mahercpa.com CCA Program
ASSETS
Current assets
Cash and cash equivalents 51,713,906$
Investments 134,087,101
Accounts receivable, net of allowance 21,030,793
Accrued revenue 10,188,102
Other receivables 1,643,614
Interest receivable 242,000
Prepaid expenses 3,771,772
Deposits 840,886
Total current assets 223,518,174
Noncurrent assets
Capital assets, net of depreciation and amortization 2,998,532 Total noncurrent assets 2,998,532
Total assets 226,516,706

LIABILITIES
Current liabilities
Accrued cost of electricity 24,146,186
Accounts payable 541,370
Other accrued liabilities 871,221
Lease liability 228,852
Supplier security deposits 282,000
Total current liabilities 26,069,629
Noncurrent liabilities
Lease liability 1,932,315
Supplier security deposits 360,000
Total noncurrent liabilities 2,292,315
Total liabilities 28,361,944

NET POSITION
Net investment in capital assets 837,365
Unrestricted net position 197,317,397
Total net position $ 198,154,762

PIONEER COMMUNITY ENERGY

STATEMENT OF NET POSITION
As of July 31, 2026

CCA PROGRAM
See accountants' compilation report. 2
CCA Program

OPERATING REVENUES
Electricity sales, net 20,004,784$
Total operating revenues 20,004,784

OPERATING EXPENSES
Cost of electricity 19,645,190
Contract services 610,830
Staff compensation 488,974
Other operating expenses 115,664
Depreciation and amortization 33,404
Total operating expenses 20,894,062
Operating income (loss) (889,278)

NONOPERATING REVENUES (EXPENSES)
Investment income 406,402
Interest and financing expense (55,754)
Nonoperating revenues (expenses), net 350,648
CHANGE IN NET POSITION (538,630)
Net position at beginning of period 198,693,392
Net position at end of period 198,154,762$
One Month Ended July 31, 2026

AND CHANGES IN NET POSITION

STATEMENT OF REVENUES, EXPENSES

CCA PROGRAM

PIONEER COMMUNITY ENERGY
See accountants' compilation report. 3
Participation Rates – July 2026
While the number of participating accounts increased over the past year, the number of eligible accounts increased slightly more, resulting in a modest decrease in the overall participation rate.

Participation
Rate July 2026 July 2025
AUBURN INC 85.72% 85.67%
COLFAX INC 88.08% 88.18%
GRASS VALLEY INC 96.07% 96.64%
LINCOLN INC 83.11% 82.82%
LOOMIS INC 87.19% 87.20%
NEVADA CITY INC 97.65% 98.09%
PLACERVILLE INC 85.49% 85.83%
ROCKLIN INC 89.85% 90.30%
UNINC EL DORADO CO 79.77% 79.84%
UNINC PLACER CO 84.69% 84.76%
Grand Total 84.27% 84.38%
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 month ended July 31, 2026, 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 compiled financial statements.

Pioneer Community Energy’s annual audited financial statements include the note disclosures omitted from these compiled 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
September 25, 2026
1101 Fifth Avenue, Suite 200 San Rafael, CA 94901 415 459 1249 mahercpa.com 2026/27 YTD
Budget
2026/27 YTD
Actual
2026/27 YTD
Variance
(Under) Over
2026/27
YTD
Actual/
Budget % 2026/27 Budget

ENERGY REVENUES
Energy Sales $ 22,644,985 $ 20,271,514 $ (2,373,471) 90% $ 187,273,257 Green100 Sales 12,692 7,029 (5,663) 55% 152,299
Congestion Revenue Rights and Battery Optimization 581,818 398,404 (183,414) 68% 8,700,000 Less Uncollectible Accounts (305,879) (273,760) 32,119 89% (2,530,245) Total Operating Revenues 22,933,617 20,403,187 (2,530,430) 193,595,311

ENERGY EXPENSES
Power Supply 20,091,671 20,043,594 (48,077) 100% 180,250,929 GROSS MARGIN 2,841,946 359,593 (2,482,353) 13,344,382

OPERATING EXPENSES
Administration
Compensation 73,778 64,721 (9,057) 88% 885,341
Contract services 138,475 12,531 (125,944) 9% 400,700
Operating expenses 210,667 136,003 (74,664) 65% 1,195,550 Total Administration expenses 422,920 213,255 (209,665) 50% 2,481,591 Human Resources
Compensation 33,050 - (33,050) 0% 396,600
Contract services 38,833 - (38,833) 0% 316,000
Operating expenses 43,733 3,063 (40,670) 7% 63,800
Total Human Resources expenses 115,617 3,063 (112,554) 3% 776,400 Finance
Compensation 107,351 103,236 (4,115) 96% 1,288,214
Contract services 46,750 30,098 (16,652) 64% 555,000
Operating expenses 35,908 17,467 (18,441) 49% 330,400
Total Finance expenses 190,010 150,801 (39,209) 79% 2,173,614 Power Procurement
Compensation 142,046 110,679 (31,367) 78% 1,704,556
Contract services 169,378 125,801 (43,577) 74% 2,832,537 Operating expenses 353,592 8,662 (344,930) 2% 433,100
Total Power Procurement expenses 665,016 245,142 (419,874) 37% 4,970,193 Customer Care
Compensation 77,471 54,614 (22,857) 70% 929,653
Contract services 295,833 249,849 (45,984) 84% 3,550,000 Operating expenses 2,167 5,042 2,875 233% 91,500
Total Customer Care expenses 375,471 309,505 (65,966) 82% 4,571,153 Marketing & Communications
Compensation 176,689 57,613 (119,076) 33% 2,120,269
Contract services 54,167 4,313 (49,854) 8% 750,000
Operating expenses 97,792 50,284 (47,508) 51% 1,638,500 Total Marketing & Communications expenses 328,647 112,210 (216,437) 34% 4,508,769 Legislative & Regulatory
Compensation 87,037 71,888 (15,149) 83% 1,044,440
Contract services 43,405 19,443 (23,962) 45% 417,864
Operating expenses 2,708 42 (2,666) 2% 36,500
Total Legislative and Regulatory expenses 133,150 91,373 (41,777) 69% 1,498,804 Programs
Compensation 33,949 23,160 (10,789) 68% 407,383
Contract services 11,481 - (11,481) 0% 262,570
Operating expenses 178,542 103,347 (75,195) 58% 1,179,000 Total Programs expenses 223,971 126,507 (97,464) 56% 1,848,953 Total Operating Expenses 2,454,802 1,251,856 (1,202,946) 51% 22,829,477 OPERATING INCOME (LOSS) 387,143 (892,263) (1,279,406) (9,485,095)

NON-OPERATING REVENUES (EXPENDITURES)
Investment gains (losses) 462,500 406,402 (56,098) 88% 5,550,000 Line/Letter of Credit Fees - (47,409) (47,409) 0% (1,100,000) Nonoperating revenues (expenditures), net 462,500 358,993 (103,507) 4,450,000 Contribution to/(from) Reserves 849,643$ (533,270)$ (1,382,913)$ (5,035,095)$

BUDGETARY COMPARISON SCHEDULE
One Month Ended July 31, 2026

PIONEER COMMUNITY ENERGY

CCA PROGRAM

Page 1 of 3 ends

Staff Report – Item 1c
To: The Governing Board
From: Gina Stassi-Vanacore, Director of Communications
Item 1c: Adopt a Resolution Authorizing the Chief Executive Officer to Execute Amendment No. 2 to the Agreement with ProProse LLC DBA Sagent to Increase the Dollar Amount by $1,700,000 for a Total Not-to-Exceed Amount of $2,300,000 for Marketing Services Date: 10/15/2026

RECOMMENDATION
Adopt a Resolution Authorizing the Chief Executive Officer to Execute Amendment No. 2 to the Agreement with ProProse LLC DBA Sagent to Increase the Dollar Amount by $1,700,000 for a Total Not-to-Exceed Amount of $2,300,000 for Marketing Services

BACKGROUND
At the February 25, 2025, Pioneer Community Energy (“Pioneer”) Board of Directors meeting, the Board approved a one-year contract for marketing services with ProProse LLC dba Sagent (“Sagent”) to assist with paid media planning, ongoing website optimization, and creative services support for Pioneer’s general awareness and program promotion.

On February 26, 2026, the contract was extended to provide ongoing support for the 2026 program season.

On September 17, 2026, the Board received a presentation from Sagent, Pioneer’s marketing and advertising vendor. The presentation included details on the demographic breakdown of individual expansion communities, how communications and marketing efforts will address each community's unique attributes, three proposed ad concepts for discussion, and budget recommendations.

After the presentation, the Board provided feedback on the initial advertising concepts and generally approved moving forward with paid marketing efforts. Staff indicated that once the Board approves an agreement for expansion-related work, Sagent will further refine the campaign and reserve space for a robust expansion ad campaign.

ANALYSIS & DISCUSSION
Sagent has been a valued partner in marketing efforts. As Pioneer prepares for its planned expansion, marketing support and services currently provided by Sagent will take on increased importance. While Pioneer continues to develop in-house talent and strengthen in-house communications capabilities, it still needs additional marketing support and paid media expertise to ensure the success of its overall communications efforts.

During the past several months, the Sagent team and Pioneer staff collaboratively developed a comprehensive marketing plan that reflects a deep understanding of each community’s diverse audiences. The proposed plan includes strategies that reinforce Pioneer’s core messaging while tailoring images and nuanced message subsets to the demographics, unique characteristics, and sensitivities of each expansion community. We will use a combination of communications media based on what is most effective for each community.

Amendment No. 2 to the current Sagent agreement advances expansion goals by meeting unmet communications needs. Additionally, working with Sagent is a cost-effective approach, as Sagent is a full-service marketing firm and has better media buying power than Pioneer. As such, Sagent can get better ad pricing.

The scope of work outlined below reflects continuity with existing and planned outreach, public relations, and public affairs activities. It also allows the flexibility to respond quickly to shifting conditions and emerging opportunities. The focus will be on introducing and building familiarity with Pioneer and the benefits it offers; educating future customers about auto-enrollment, billing, NEM enrollment, and Agenda Item: 1c Agenda Date: 10/15/2026

Page 2 of 3 ends

frequently asked questions; responding to and mitigating misinformation; and ensuring consistent, high-quality communications across all channels and throughout Pioneer’s expansion areas.

The Scope of Work for the Sagent contract includes:
• Strategy & Planning: Sagent will manage all activities included within this scope and serve as the primary coordinator across Pioneer’s communications, creative, and media efforts. This includes regular coordination meetings, action-item documentation, review cycles, timeline management, budget tracking, and collaboration with Pioneer staff and partner organizations. • Paid Media Planning and Management: Plan, procure, implement, and optimize paid media in support of Pioneer’s expansion efforts, focusing on brand awareness, customer education, and customer enrollment goals. Media strategies will be developed in coordination with Pioneer staff and may include digital advertising, paid search, social media advertising, native or sponsored content, print, out-of-home, radio, direct mail, rapid response measures, or other appropriate channels.

Media performance will be monitored using appropriate tracking and analytics tools, with ongoing optimization and reporting provided to Pioneer staff. Media plans and allocations may be adjusted with staff approval to respond to performance, timing, or changing priorities. • Creative Services: Sagent will provide comprehensive creative development and production services to support Pioneer’s communications, paid media, and owned channels. Creative work under this task will reinforce Pioneer’s brand positioning, ensure consistency across programs, and implement approved campaign frameworks throughout the contract year.

Creative deliverables may include, but are not limited to:
o Digital and print advertisements
o Paid social creative
o Collateral materials such as direct mail pieces, postcards, and flyers o Out-of-home designs (e.g., billboards, wild board banners, bus shelters, benches) o Video and motion assets
o Educational and informational materials
o E-blast and newsletter graphics
o Website graphics and visual modules
• Website: The website remains a primary channel for customer education and ongoing communications. With 16 expansion communities, the current site needs targeted refinements. One page per new county that includes all cities/towns within it will be developed, and pages will display details on upcoming events with Pioneer participation, general information about the October 2027 service launch, information about local elected officials who will serve on Pioneer’s Board of Directors (elevating “local voice”), a Frequently Asked Questions section, and a link to a more comprehensive Resources Guide.

Website support will include developing and optimizing customer landing pages, content updates, user experience recommendations, mobile optimization, performance improvements, refreshed web assets, visual elements such as sliders or carousel images, and quality assurance.

Sagent will work closely with Pioneer staff to prioritize website updates as needed and ensure all changes align with Pioneer’s brand standards and communications priorities. • Multi-Lingual Support: Transcreation, which blends translation and creative copywriting, so marketing campaigns and slogans resonate naturally and appropriately with a cultural audience.

Spanish and Punjabi, as appropriate, across specific channels. • Rapid Response: Responding to inaccurate information or social comments and proactive crisis planning are imperative to the communications process. Pioneer will maintain primary responsibility for social media monitoring and comment moderation, but Sagent will support with reactive paid media when necessary.
• Custom Photography & Visual Asset Development: As part of this task, Sagent will coordinate and support photography and visual asset development to strengthen Pioneer’s asset library and Agenda Item: 1c Agenda Date: 10/15/2026

Page 3 of 3 ends

ensure representation of the communities Pioneer serves. Photography may include landscapes, community environments, and lifestyle imagery featuring real people and places. These assets may be used across paid media, website content, printed materials, and future campaigns, including preparation for anticipated service area expansion.
• Brand Consistency & Stewardship: Sagent will work closely with Pioneer staff to ensure all creative materials align with Pioneer’s brand standards, tone, and visual identity. This includes oversight of messaging, design, and execution across campaigns, programs, and platforms. • Reporting & Analytics: Sagent will provide regular reporting on paid media performance, creative outputs, website metrics, and other agreed-upon indicators of communications effectiveness. Pioneer will finalize the reporting format and frequency in coordination with Sagent.

All marketing efforts will be implemented in close coordination with Pioneer staff and supported by public relations, public affairs, and outreach activities.

STRATEGIC PLAN
Amendment No. 2 to the Sagent contract supports the strategic priorities to “Be a Strong Community Partner” and “Provide an Exceptional Customer Experience.”

FISCAL IMPACT
The financial impact of approving Amendment No. 2 to the Agreement with Sagent was anticipated in the FY 2026-27 budget, so no budget adjustment is required.

ATTACHMENTS

1. Resolution Authorizing the Chief Executive Officer to Execute Amendment No. 2 to the Agreement with ProProse LLC DBA Sagent to Increase the Dollar Amount by $1,700,000 for a Total Not-to-Exceed Amount of $2,300,000 for Marketing Services

2. Amendment No. 1 to Consultant Services Agreement with ProProse LLC dba Sagent

3. Original Consultant Services Agreement with ProProse LLC dba Sagent Before the Governing Board of
Pioneer Community Energy
Resolution No.: ____________
The following Resolution was duly passed by the Governing Board of Pioneer Community Energy at a regular meeting held October 15, 2026, by the following vote on roll call:

Ayes:

Noes:

Absent:

Signed and approved by me after its passage.
______________________________
Chair of the Governing Board
Attest:
_______________________
Secretary
WHEREAS, the Governing Board of Pioneer Community Energy (“Pioneer”) adopted the 2025- 2027 Strategic Plan that includes the Strategic Goal to “Provide an Exceptional Customer Experience” which includes helping customers, future customers and the public better understand the benefits offered by Pioneer; and
WHEREAS, in June 2025, the California Public Utilities Commission (“CPUC”) approved expansion of Pioneer service into 13 new territories with an October 2027 launch date; and WHEREAS, in March 2026, the CPUC approved expansion of Pioneer service into an additional three territories, also with an October 2027 launch date; and WHEREAS, Pioneer Community Energy and ProProse LLC dba Sagent (“Sagent”) entered into a Consultant Services Agreement for marketing and communications services on March 1, 2025 for an amount not to exceed $300,000 (“Original Agreement”); and WHEREAS, On February 26, 2026, the Pioneer Governing Board authorized the Chief Executive Officer to execute Amendment No. 1 to the Original Agreement with Sagent to increase the not-to-exceed amount to $600,000 (“Amendment 1”); and In the matter of: ADOPT A RESOLUTION AUTHORIZING

THE CHIEF EXECUTIVE OFFICER TO EXECUTE
AMENDMENT NO. 2 TO THE AGREEMENT WITH

PROPROSE LLC DBA SAGENT TO INCREASE THE
DOLLAR AMOUNT BY $1,700,000 FOR A TOTAL NOT-TO-EXCEED AMOUNT OF $2,300,000 FOR MARKETING

SERVICES
WHEREAS, the communications, outreach, and marketing plans developed by Pioneer staff to support expansion efforts leading up the launch of service in 16 new territories exceeds in-house capabilities and requires outside expertise; and
WHEREAS, Sagent has demonstrated past success and has become a valuable partner that can help advance Pioneer’s unmet marketing needs; and
WHEREAS, the expertise of Sagent’s creative and media management team can assist in reaching into Pioneer’s expansion communities, support Pioneer messaging, enhance brand awareness, and help ensure a strong participation rate; and WHEREAS, based on staff needs and Sagent expertise, Pioneer desires to increase the not-to-exceed amount to $2,300,000 and to update the Scope of Work with the goal of increasing public awareness about Pioneer in expansion communities, support strong customer participation in Pioneer’s expansion territories at the time of service launch, and make information readily available for existing and expansion customers; and
WHEREAS, the Pioneer’s current Fiscal Year 2026-27 budget includes sufficient resources to accommodate the proposed agreement with Sagent and no budgetary adjustment is required.

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

1. The above recitals are true and correct.

2. The Governing Board hereby authorizes the Chief Executive Officer to execute Amendment No. 2 to the Consultant Services Agreement with ProProse LLC dba Sagent, as attached hereto as Exhibit A, on behalf of Pioneer Community Energy with any minor clerical or clarifying changes proposed by the Chief Executive Officer and approved by General Counsel.

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

EXHIBIT A: Amendment No. 2 to the Consultant Services Agreement with ProProse LLC dba Sagent
1 Administering Agency: Pioneer Community Energy
Contract Description: Marketing and Communications Services

CONSULTANT SERVICES AGREEMENT
AMENDMENT NO. 2
THIS AGREEMENT, originally executed March 1, 2025, by and between the Pioneer Community Energy (“Pioneer”), and ProProse LLC dba Sagent (“Consultant”), and amended on February 26, 2026 is hereby further amended on October 15, 2026 as described below:

A. Section 2 of the Agreement is hereby amended to increase the not-to-exceed amount of the contract by an additional $1,700,000 for a total not-to-exceed of $2,300,000.

B. Exhibit A – Scope of Services is hereby deleted in its entirety and replaced with the attached Exhibit A, which is incorporated herein by this reference.

C. Exhibit B – Payment for Services Rendered is hereby deleted in its entirety and replaced with the attached Exhibit B, which is incorporated herein by this reference.

D. Unless expressly amended in this Amendment, all provisions, conditions, covenants, and terms of the Agreement shall remain in full force and effect.

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

PROPROSE LLC DBA SAGENT
By:_____________________________ Date: ______________
Name:

Title:
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EXHIBIT A

SCOPE OF SERVICES
The Scope of Work for the Sagent contract includes:

Strategy & Planning: Sagent will manage all activities included within this scope and serve as the primary coordinator across Pioneer’s communications, creative, and media efforts.

This includes regular coordination meetings, documentation of action items, review cycles, timeline management, budget tracking, and collaboration with Pioneer staff and partner organizations.

Paid Media Planning and Management: Plan, procure, implement, and optimize paid media in support of Pioneer’s expansion efforts and focusing on brand awareness, customer education, and customer enrollment goals. Media strategies will be developed in coordination with Pioneer staff and may include digital advertising, paid search, social media advertising, native or sponsored content, print, out-of-home, radio, direct mail, rapid response measures, or other appropriate channels.

Creative Services: Sagent will provide comprehensive creative development and production services to support Pioneer’s communications, paid media, and owned channels. Creative work under this task will reinforce Pioneer’s brand positioning, ensure consistency across programs, and implement approved campaign frameworks throughout the contract year.

Creative deliverables may include, but are not limited to:
• Digital and print advertisements
• Paid social creative
• Collateral materials such as direct mail pieces, postcards, and flyers • Out-of-home designs (e.g., billboards, wild board banners, bus shelters, benches) • Video and motion assets
• Educational and informational materials
• E-blast and newsletter graphics
• Website graphics and visual modules
Website: The website remains a primary channel for customer education and ongoing communications. With 16 expansion communities, targeted refinements to the current site are necessary. One page per new county that includes all cities/towns within it will be developed, and pages will display details on upcoming events with Pioneer participation, general information about the October 2027 service launch, information about local elected officials who will serve on Pioneer’s Board of Directors (elevating “local voice”), a Frequently Asked Questions section, and a link to a more comprehensive Resources Guide.
$"%

Website support will include: the development and optimization of customer landing pages; content updates; user experience recommendations; mobile optimization; performance improvements; refreshed web assets; and visual elements such as sliders or carousel images and quality assurance.

Messaging related to Pioneer expansion may be reviewed and refined to improve clarity and reduce customer support burden.

Sagent will work closely with Pioneer staff to prioritize website updates as needed and ensure all changes align with Pioneer’s brand standards and communications priorities.

Multi-Lingual Support: Transcreation, which blends translation and creative copywriting so marketing campaigns and slogans resonate naturally and appropriately with a cultural audience. Spanish and Punjabi, as appropriate, across all channels.

Rapid Response: Responding to inaccurate information or social comment; and proactive crisis planning. Pioneer will maintain primary responsibility for social media monitoring and comment moderation, but Sagent will support with reactive paid media when necessary.

Custom Photography & Visual Asset Development: As part of this task, Sagent will coordinate and support photography and visual asset development to strengthen Pioneer’s asset library and ensure representation of the communities Pioneer serves. Photography may include landscapes, community environments, and lifestyle imagery featuring real people and places. These assets may be used across paid media, website content, printed materials, and future campaigns, including preparation for anticipated service area expansion.

Brand Consistency & Stewardship: Sagent will work closely with Pioneer staff to ensure all creative materials align with Pioneer’s brand standards, tone, and visual identity. This includes oversight of messaging, design, and execution across campaigns, programs, and platforms.

Reporting & Analytics: Sagent will provide regular reporting on paid media performance, creative outputs, website metrics, and other agreed-upon indicators of communications effectiveness. Reporting format and frequency will be finalized in coordination with Pioneer staff.

Additional Services Requested in Advance: Sagent may provide additional services as requested and approved in advance by Pioneer and upon mutual agreement of both parties.
$"%

EXHIBIT B

PAYMENT FOR SERVICES RENDERED
Maximum Limit & Fee Schedule
The total amount for services rendered shall not exceed $2,300,000.

A general estimate of how dollars will be allocated for a 12-month period is outlined as follows:

Deliverable Value ($)
Strategy & Planning 75,000
Paid Media 1,255,000
Creative Services 200,000
Website 20,000
Reporting & Analytics 22,000
Budget Contingency – research,
crisis response
128,000
TOTAL $1,700,000
And, if applicable
The maximum hourly rate shall not exceed $250 per hour.

SERVICE RATE SHEET
Sagent Labor:

Name Title Billing
Rate
Michelle Peake UX Designer $250.00
Rachel Manke Strategic Advisor $250.00
Josh Whitney Project Manager $150.00
Trinh Vo Community Outreach
Specialist
$100.00
Michelle Breese Media Director $225.00
Christa Wilkinson Media Planner $125.00
Sharon Castillo Media Buyer $100.00
Cindy Reyes Art Director $175.00
Kristin Kennedy Graphic Designer $140.00
Brantley Payne Creative Director $225.00
Jaclyn Lowe Senior Account Leader $170.00
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Invoices
Invoices shall include a list of work performed by billable hour including date, hours and services provided. Work performed by Consultant will be subject to final acceptance by Pioneer.

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

Submit all invoices to:

[email protected]
Attn: Eric Acedo
Pioneer Community Energy
2510 Warren Drive, Suite B
Rocklin, CA 95677
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1 Administering Agency: Pioneer Community Energy
Contract Description: Marketing and Communications Services

CONSULTANT SERVICES AGREEMENT
AMENDMENT NO. 1
THIS AGREEMENT, originally executed March 1, 2025, by and between the Pioneer Community Energy (“Pioneer”), and ProProse LLC dba Sagent (“Consultant”), is hereby amended on February 26, 2026 as described below:

A. Section 2 of the Agreement is hereby amended to increase the not-to-exceed amount of the contract by an additional $300,000 for a total not-to-exceed of $600,000.

B. Exhibit A – Scope of Services is hereby deleted in its entirety and replaced with the attached Exhibit A – Scope of Services, which is incorporated herein by this reference.

C. Exhibit B – Payment for Services Rendered is hereby deleted in its entirety and replaced with attached Exhibit B – Payment for Services Rendered, which is incorporated herein by this reference.

D. Unless expressly amended in this Amendment, all provisions, conditions, covenants, and terms of the Agreement shall remain in full force and effect.

PROPROSE LLC DBA SAGENT
By:_____________________________ Date: ______________
Name:

Title:

EXHIBIT A

SCOPE OF SERVICES
Strategy & Planning: Sagent will manage all activities included within this scope and serve as the primary coordinator across Pioneer’s communications, creative, and media efforts.

This includes regular coordination meetings, documentation of action items, review cycles, timeline management, budget tracking, and collaboration with Pioneer staff and partner organizations. Sagent will also provide ongoing strategic counsel to support Pioneer’s communications needs as conditions evolve throughout the contract year.

Paid Media: Sagent will plan, procure, implement, and optimize paid media in support of Pioneer’s brand awareness, customer communications, and program engagement goals.

Media strategies will be developed in coordination with Pioneer staff and may include digital advertising, paid search, social media advertising, native or sponsored content, print, out-of-home, radio, direct mail, or other appropriate channels.

Creative deliverables may include, but are not limited to:
• Digital and print advertisements
• Paid social creative
• Direct mail pieces, postcards, and flyers
• Out-of-home designs (e.g., bus shelters, benches)
• Video and motion assets
• Educational and informational materials
• E-blast and newsletter graphics
• Website graphics and visual modules
Photography & Visual Asset Development
As part of this task, Sagent will coordinate and support photography and visual asset development to
strengthen Pioneer’s asset library and ensure representation of the communities Pioneer serves. Photography may include landscapes, community environments, and lifestyle imagery featuring real people and places. These assets may be used across paid media, website content, printed materials, and future campaigns, including preparation for anticipated service area expansion.

Brand Consistency & Stewardship
Sagent will work closely with Pioneer staff to ensure all creative materials align with Pioneer’s brand standards, tone, and visual identity. This includes oversight of messaging, design, and execution across campaigns, programs, and platforms.

Website: The website remains a primary channel for customer education, program engagement, and ongoing communications, and will require targeted refinements throughout the contract year. Website support will include content updates, user experience recommendations, mobile optimization, performance improvements, and quality assurance.

Messaging related to Pioneer programs, billing, rates, and customer participation may be reviewed and refined to improve clarity and reduce customer support burden.

The scope includes periodic creative and content refreshes to ensure website features remain current and effective. This may include updates to program pages, refreshed web assets, and visual elements such as sliders or carousel images supporting programs including PowerShift Rewards, GridGen, AC Tune-Up, and other offerings.

Sagent will work closely with Pioneer staff to prioritize website updates throughout the contract year and
ensure all changes align with Pioneer’s brand standards and communications priorities.

Additional Services Requested in Advance: Sagent may provide additional services as requested and approved in advance by Pioneer and upon mutual agreement of both parties.

EXHIBIT B

PAYMENT FOR SERVICES RENDERED
Maximum Limit & Fee Schedule
The total amount for services rendered shall not exceed $600,000. A general estimate of how dollars will be allocated for a 12-month period is outlined as follows:

Deliverable Value
Strategy & Planning $37,000
Paid Media $150,000
Creative Services $55,000
Website $20,000
Reporting & Analytics $8,000
Budget Contingency $30,000
TOTAL $300,000
And, if applicable
The maximum hourly rate shall not exceed $250 per hour.

SERVICE RATE SHEET
Sagent Labor:

Service Title Employee Rate Fee Type
Strategic Advisor Anne Staines 250.00 Donated
Strategic Advisor Rachel Manke 250.00 Billable
Dir. of Client Srvs./ UX
Designer
Michelle Peake 250.00 Billable
Media Director Michelle Breese 225.00 Billable
Art Director Cindy Reyes 175.00 Billable
Account Planner Finnisha Eastman 150.00 Billable
Project Manager Josh Whitney 150.00 Billable
Graphic Designer Kristin Kennedy 140.00 Billable
Media Planner Christa Wilkinson 150.00 Billable
Account Coordinator/ Comm.

Outreach Spec.

Trinh Vo 100.00 Billable
Media Buyer Sharon Castillo 125.00 Billable

Invoices
Invoices shall include a list of work performed by billable hour including date, hours and services provided. Work performed by Consultant will be subject to final acceptance by Pioneer.

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

Page 1 of 2 ends

Staff Report – Item 1d
To: The Governing Board
From: Eric Ponce, Information Technology Analyst
Item 1d: Adopt a Resolution Approving Updates to Three Information Technology Policies Date: 10/15/2026

RECOMMENDATION
Adopt a resolution approving updates to three Information Technology (IT) policies.

BACKGROUND
Pioneer Community Energy (“Pioneer”) maintains Board-approved policies governing the appropriate use, management, and protection of its information systems and technology resources. Periodic review of these policies helps ensure they remain current and aligned with Pioneer’s operations, technology environment, and applicable cybersecurity practices.

In December 2025, Pioneer engaged Intelligent Technical Solutions to conduct an independent assessment of the organization’s cybersecurity maturity using the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF) 2.0. The assessment identified opportunities for Pioneer to strengthen its cybersecurity program, including establishing a regular review and update cycle for existing IT policies and procedures.

ANALYSIS & DISCUSSION
In response to the cybersecurity assessment and to establish an annual policy review cycle, staff reviewed Pioneer’s existing Board-approved IT policies that had not been reviewed in the past year. The review was conducted to bring these policies back into alignment with Pioneer’s intended annual review cadence and focused on updating outdated terminology, clarifying existing requirements, eliminating redundant or obsolete language, and ensuring continued consistency with Pioneer’s current operations and cybersecurity practices.

The proposed updates also incorporate language from the most recently Board-approved policies in the fourth quarter of 2025, which authorize the Chief Executive Officer to make minor modifications, clarifications, or administrative updates, provided such changes do not alter a policy’s intent, scope, or underlying principles.

This provision allows minor administrative updates as needed between annual reviews while reserving substantive policy changes for Board consideration.

As part of this annual review, the following three policies were reviewed and updated:

IT5 – Clean Desk Policy
The purpose of this policy establishes the minimum requirements for maintaining a clean desk and secure workspace to protect sensitive information related to employees, Pioneer intellectual property, customers, vendors, and other confidential business information.

IT6 – Anti-Malware Policy
The purpose of this policy is to establish the minimum requirements for protecting Pioneer Information Systems from computer viruses, worms, Trojan horses, spyware, ransomware, and other types of malicious software (“malware”).

IT7 – Remote Access Policy
Agenda Item: 1d Agenda Date: 10/15/2026

Page 2 of 2 ends

The purpose of this policy is to establish the requirements for securely accessing Pioneer Information Systems from remote locations while protecting Pioneer information and technology resources.

STRATEGIC PLAN
This review and update of existing Board-approved policies supports the Strategic Goal of Achieving Operational Optimization.

FISCAL IMPACT
The review and update of existing Board-approved policies does not have a fiscal impact.

ATTACHMENTS
1) Resolution Approving Updates to three Information Technology policies:
a. IT5 – Clean Desk Policy
b. IT6 – Anti-Malware Policy
c. IT7 – Remote Access Policy
2) IT5 – Clean Desk Policy (2026.1 – Redlined)
3) IT6 – Anti-Malware Policy (2026.1 – Redlined)
4) IT7 – Remote Access Policy (2026.1 – Redlined)
Before the Governing Board of
Pioneer Community Energy
Resolution No.: ____________
The following Resolution was duly passed by the Governing Board of Pioneer Community Energy at a regular meeting held October 15, 2026, 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”) maintains Board-approved policies governing the appropriate use, management, and protection of its information systems and technology resources; and
WHEREAS, in December 2025, Pioneer engaged Intelligent Technical Solutions to conduct an independent assessment of the organization’s cybersecurity maturity using the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF) 2.0; and WHEREAS, the assessment identified opportunities for Pioneer to strengthen its cybersecurity program, including establishing a regular review and update cycle for existing IT policies and procedures; and
WHEREAS, in response to the cybersecurity assessment and as part of establishing an annual policy review cycle, staff reviewed Pioneer’s existing Board-approved IT policies that had not been reviewed within the previous year; and
In the matter of: RESOLUTION APPROVING

UPDATES TO THREE INFORMATION TECHNOLOGY

POLICIES
Resolution No. ___

Page 2 ends

2 459933.1
WHEREAS, the review focused on updating outdated terminology, clarifying existing requirements, eliminating redundant or obsolete language, and ensuring continued consistency with Pioneer’s current operations and cybersecurity practices; and WHEREAS, Pioneer desires to approve the three updated policies as part of its ongoing commitment to operational optimization and cybersecurity resilience.

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 adopts the three updated Information Technology policies attached hereto as Exhibits A through C, as part of Pioneer’s annual policy review cycle.

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

Exhibit A: IT5 – Clean Desk Policy (2026.1)
Exhibit B: IT6 – Anti-Malware Policy (2026.1)
Exhibit C: IT7 – Remote Access Policy (2026.1)
IT5
Category: Information Technology
Page | 1 Proposed: October 15, 2026

CLEAN DESK POLICY
I. PURPOSE
The purpose of this policy is to establish the minimum
requirements for maintaining a clean desk and secure workspace to protect sensitive information relating to employees, Pioneer Community Energy (“Pioneer”) intellectual property, customers, vendors, and other confidential business information.

II. DEFINITIONS
Sensitive/Confidential Information – Any non-public
information that Pioneer is required or reasonably expected to protect from unauthorized access, use, disclosure, or loss, including employee, customer, vendor, financial, proprietary, legal, security, and other internal business information.

III. SCOPE
This policy applies to all Pioneer staff and affiliates.

IV. POLICY
To help protect Pioneer information, staff are responsible for maintaining a clean and secure workspace.
• Staff must ensure that all sensitive/confidential information, whether in hardcopy or electronic format, is removed from desks and appropriately secured, such as in a locked drawer or cabinet, when not in use, when a work area is unattended for an extended period of time, and at the end of each workday. • File cabinets containing sensitive/confidential information must be kept closed and locked when not in use or when unattended. • Keys used for access to sensitive/confidential information must not be left at an unattended desk.
• Passwords must not be left on sticky notes posted on or under a computer or otherwise written in an unsecured or accessible location.

IT5
Category: Information Technology
Page | 2 Proposed: October 15, 2026
• Printouts containing sensitive/confidential information must be immediately removed from the printer.
• Printers and printer trays must be cleared promptly to ensure sensitive documents are not left unattended.
• Sensitive/confidential documents must be shredded or otherwise securely disposed of when no longer needed, in accordance with Pioneer records retention requirements.
• Whiteboards containing sensitive/confidential information must be erased when no longer needed.
• Removeable storage devices, such as USB drives, must be treated as sensitive information and be secured in a locked drawer when not in use. These devices must be issued by Pioneer IT staff. Refer to Workstation Security Policy for more information.

V. ENFORCEMENT
Any staff member found to have violated this policy may be subject to disciplinary action, up to and including termination.

VI. DISTRIBUTION
This policy is to be distributed to all Pioneer staff.

VII. 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.

IT5
Category: Information Technology
Page | 3 Proposed: October 15, 2026
VIII. HISTORY
Version Date Description Approved By
2021.1 10/21/2021 Initial policy release Board of Directors 2026.1 10/15/2026 Annual Policy Review +
Administrative Updates
Board of Directors
IT6
Category: Information Technology
Page | 1 Proposed: October 15, 2026

ANTI-MALWARE POLICY
I. PURPOSE
The purpose of this policy is to establish the minimum requirements for protecting Pioneer Community Energy (“Pioneer”) Information Systems from computer viruses, worms, Trojan horses, spyware, ransomware, and other types of malicious software (“malware”).

II. SCOPE
This policy applies to all Pioneer staff and authorized users of Pioneer Information Systems.

III. DEFINITIONS
Information Systems - An integrated set of components for collecting, storing, processing, and transmitting data and providing information, knowledge, and digital products.

IV. POLICY
Pioneer IT staff, in coordination with Pioneer’s contracted managed services provider (MSP), shall ensure:
• Procedures and tools exist to prevent, detect, respond to, and report malware.
• IT staff are trained in the administration and management of Pioneer anti-malware solutions.
• End users are aware of the security requirements applicable to their workstations and devices.
• Anti-virus software is installed on all applicable Information Systems, including servers and workstations.
• Installed endpoint protection software is capable of detecting, removing, and protecting against all known forms of malware. • Endpoint protection software and malware signature files are properly maintained and kept current with updates.
• Real-time scanning of files from external sources is performed as files are downloaded, opened, or executed.

IT6
Category: Information Technology
Page | 2 Proposed: October 15, 2026
• Endpoint protection mechanisms remain active and cannot be disabled or altered by unauthorized users.

All Pioneer workstations, whether connected to the Pioneer network or operating as standalone devices, shall use Pioneer’s approved anti-malware software and configurations.

Unauthorized users shall not disable, bypass, or otherwise interfere with anti-malware software.

Unauthorized users shall not modify anti-malware settings or automatic update schedules in a manner that reduces the effectiveness of malware protection.

Each file server connected to the Pioneer network shall utilize approved anti-malware software configured to detect and remove malware affecting file shares.

Malware that cannot be automatically quarantined or removed by anti-malware software shall be treated as a security incident and reported promptly to IT support.

Anti-malware signature updates shall be properly maintained to ensure protection against current threats.

Malware-related events, including software updates, signature updates, malware detections, ransomware events, and security incidents, shall be logged and retained for a minimum of 100 days to support incident response and investigations.

V. ENFORCEMENT
Any staff member found to have violated this policy may be subject to disciplinary action, up to and including termination.

VI. DISTRIBUTION
This policy is to be distributed to all Pioneer staff who use Information Systems.

IT6
Category: Information Technology
Page | 3 Proposed: October 15, 2026
VII. 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.

VIII. HISTORY
Version Date Description Approved By
2021.1 12/16/2021 Initial policy release Board of Directors 2026.1 10/15/2026 Annual Policy Review +
Administrative Updates
Board of Directors
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II. SCOPE
This policy applies to all Pioneer staff who remotely access Pioneer Information Systems or other Pioneer technology resources using Pioneer-issued or authorized devices.

III. DEFINITIONS
Information Systems - An integrated set of components for collecting, storing, processing, and transmitting data and providing information, knowledge, and digital products.

IV. POLICY
Pioneer staff shall contact IT Support for approved methods to remotely connect to Pioneer's Information Systems. Staff shall review the Information Systems Acceptable Use Policy for the acceptable use requirements of Pioneer’s Information Systems.

It is the responsibility of staff with remote access privileges to Pioneer’s Information Systems to ensure that their remote access connection is conducted with the same level of care and security as when working on-site.

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When accessing Pioneer’s Information Resources from a remote location, staff shall ensure:
• Pioneer's policies and procedures are followed.
• Friends, family members, or other unauthorized individuals do not have access to Pioneer Information Systems or
information.
• Staff do not connect to other networks (excluding an in-house personal network, a secure WIFI network, or a Pioneer-issued mobile phone hotspot) at the same time they are connected to Pioneer’s systems.
• Only Pioneer-issued email accounts and Pioneer-issued mobile devices are used for Pioneer business
communications, including email, text messages, and phone calls.
• Computers and mobile devices used to access Pioneer
Information Systems utilize up-to-date anti-malware
protection and an active firewall, where applicable. Please refer to the Anti-Malware Policy for more information.

Staff who wish to implement non-standard or alternative remote access solutions to Pioneer Information Systems must obtain prior written approval from the Director of Finance & Administration and/or the Chief Executive Officer.

V. ENFORCEMENT
Any staff member found to have violated this policy may be subject to disciplinary action, up to and including termination.

VI. DISTRIBUTION
This policy is to be distributed to all Pioneer staff.

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VIII. HISTORY
Version Date Description Approved By
2022.1 01/20/2022 Initial policy release Board of Directors 2026.1 10/15/2026 Annual Policy Review +
Administrative Updates
Board of Directors
IT5
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CLEAN DESK POLICY
I. PURPOSE
The purpose of this policy is to establish the minimum
requirements for maintaining a c“clean desk and secure
workspace” to protect – where sensitive information about relating to employees, Pioneer intellectual property, customers, vendors, and other confidential business information. and vendors is secure in locked areas and out of sight.

II.III.SCOPE
This policy applies to all Pioneer employees staff and affiliates.

III.IV. POLICY
To help protect Pioneer information, staff are responsible for maintaining a clean and secure workspace.
• Employees are required to Staff shouldmust ensure that all sensitive//confidential information, in whether in hardcopy or electronic format, is secured whenever a work area is
unattended for an extended period and at the end of each workday. in their work area at the end of the day and when they are expected to be gone for an extended period.
• Any rSensitive/confidential estricted or sensitive information should must be removed from the desks and secured in a
locked in a drawer or cabinet when the desk is unoccupied for an extended period and at the end of the workday.not in use. • File cabinets containing sensitive/confidentialrestricted or IT5
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sensitive information should must be kept closed and locked when not in use or when unattended.
• Keys used for access to sensitive/confidentialrestricted or sensitive information should must not be left at an unattended desk.
• Passwords may shouldmust not be left on sticky notes posted on or under a computer or otherwise written in an unsecured or accessible location., nor may they be left written down in an accessible location.
• Printouts containing sensitive/confidentialrestricted or sensitive information shouldmust be immediately removed from the
printer.
• Printers and printer trays shouldmust be cleared promptly to ensure sensitive documents are not left unattended.
•
• Upon disposal, restricted or sensitive documents should be shreddedSensitive/confidential documents shouldmust be
shredded or otherwise securely disposed of when no longer needed, in accordance with Pioneer records retention
requirements.
• Whiteboards containing sensitive/confidentialrestricted and/or sensitive information shouldmust be erased when no longer needed..
• RemoveableMass storage devices, such as USB drives, should shouldmust be treated as sensitive information and be secured in a locked drawer when not in use. These devices must be issued by Pioneer IT staff. Refer to Workstation Security Policy for more information.
• All printers should be cleared of papers as soon as they are printed; this helps ensure sensitive documents are not left in printer trays for the wrong person to pick up.

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IV.V. ENFORCEMENT
Any staff member found to have violated this policy may be subject to disciplinary action, up to and including termination.

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

VIII. HISTORY
Version Date Description Approved By
2021.1 10/21/2021 Initial policy release Board of Directors 2026.1 10/15/2026 Annual Policy Review +
Administrative Updates
IT6
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AntiANTI-Malware MALWARE POLICYPOLICY
I. PURPOSE
The purpose of this policy is to set establish the minimum standards requirements for protecting Pioneer Community Energy (“Pioneer”) Information Systems from’s requirements for dealing with computer viruses, worms, Trojan hHorses, spyware, rRansomware, and other types of malicious software (“malware”).

II. SCOPE
This policy applies to all Pioneer employees staff and authorized users ofthat use Pioneer Information Systems.

III. DEFINITIONS
“Information Systems -” shall mean Aan integrated set of components for collecting, storing, and processing, and transmitting data and for providing information, knowledge, and digital products.

IV. POLICY
Pioneer information technology (IT) staffIT staff, in coordination with Pioneer’s contracted managed services provider (MSP), shall ensure ensures:
• Procedures and tools exist toexist to guard prevent,against, detect, respond to, and report malwareicious software.
• IT personnel staff are trained and proficient in the use of the security solutions used to protect against malicious softwarein the administration and management of Pioneer anti-malware solutions. • End users are aware of the security policies enforced on requirements applicable to their workstations and devices. • Anti-virus software is installed on allat applicable Information Systems, including servers and workstations.appropriate locations within organizational Information Systems including all systems commonly affected by malicious software (particularly staff owned devices for Executive Director approved work and servers).

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• Installed endpoint protection programs software isare capable of detecting, removing, and protecting against all known types forms of malwareicious software.
• Endpoint protection mechanisms software and malware signature files are properly maintained and kept current with updates. • Real- time scanning of files from external sources isare performed as files are downloaded, opened, or executed.
• Endpoint protection mechanisms are actively runningremain active and cannot be disabled or altered by unauthorized users.

All Pioneer workstations, whether connected to the Pioneer’s network , or operating as standalone devices, shallmust use Pioneer’s’s approved virus anti-malware protection software and configurations.

Unauthorized users shall not disable, bypass, or otherwise interfere with anti-malware software. The protection software must not be disabled or bypassed.

Unauthorized users shall not modify anti-malware settings or automatic update schedules in a manner that reduces the effectiveness of malware protection. The settings for the malware protection software must not be altered in a manner that will reduce the effectiveness of the software.

The automatic update frequency of the malware protection software must not be altered to reduce the frequency of updates.

Each file server attached connected to Pioneer’s the Pioneer network must shall utilize the Company’s approved approved anti-malware protection software configuredand setup to detect and clean remove malware that may infect affecting file shares.

Every Mmalware that cannot beis not automatically quarantined or removed cleaned by anti-malware the virus protection software constitutes shall be treated as a security incident and is reported promptly to the IT supportstaff.

Anti-malware signature updates shall be properly maintained to ensure protection against current threats.

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Malware-related events, including actions (e.g. anti-malware software updates, signaturedefinition updates, malware detectionsinfections, rRansomware eventsattacks, and security incidents,etc.) shall be logged andwith logs retained for a minimum of 100 days to allow proper investigations into malware related incidentssupport incident response and investigations.

V. ENFORCEMENT
Any sStaff member found to have violated this policy may be subject to disciplinary action, up to and including termination.

VI. DISTRIBUTION
This policy is to be distributed to all Pioneer staff who use Information Systems.

VIII. HISTORY
Version Date Description Approved By
2021.1 12/16/2021 Initial policy release Board of Directors 2026.1 10/15/2026 Annual Policy Review +
Administrative Updates
IT7
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REMOTE ACCESS POLICY
I. PURPOSE
The purpose of this policy is to establish the requirements for securely accessing Pioneer Community Energy (“Pioneer”) Information Systems from remote locations while protecting Pioneer information and technology resources.This policy applies to all Pioneer Staff with a computer used to connect to the Pioneer’s network from a remote location. This policy applies to remote access connections used to conduct official Pioneer business, including reading or sending e-mail and viewing intranet web resources. Remote access implementations that are covered by this policy include, but are not limited to, high speed Internet connectivity, Virtual Private Network (VPN), Secure Shell (SSH), Microsoft Azure and other cloud-based systems, and other forms of electronic connectivity to Information Systems.

II. SCOPE
This policy applies to all Staff Pioneer staff that who remotely access Pioneer’s Information Systems or other Pioneer technology resources using Pioneer-issued or authorized devices from a remote location..

III. DEFINITIONS
“Information Systems -” Ashall mean an integrated set of components for collecting, storing, and processing, and transmitting data and for providing information, knowledge, and digital products.

IV. POLICY
Pioneer sStaff shall contact the IT Department support for approved methods to remotely connect to Pioneer's Information Systems. Staff shall review Pioneer's the Information Systems Securing Information SystemsAcceptable Use Policy for the acceptable use requirements of Pioneer’s Information Systems. for details on protecting information when accessing the corporate network via remote access methods. Staff shall review the IT7
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Information Systems Acceptable Use Policy for the acceptable use of the Company's Information Systems.

It is the responsibility of sStaff with remote access privileges to Pioneer’s Information Systems to ensure that their remote access connection is conducted with the same level of care and security as when working on-site. given the same consideration as the user's on-site connection.

Remote access shall be permitted only through Pioneer-approved authentication and security controls. Staff shall comply with all authentication requirements where required. Staff shall not disclose their usernames, passwords, authentication codes, or other login credentials to any unauthorized person.Secure remote access is strictly controlled. Control will be enforced via one-time password authentication or public/private keys with strong passphrases. For information on creating a strong
password/phrase see the Password Policy. At no time should any Pioneer Staff member disclose their login or e-mail password to anyone.

When accessing Pioneer’s Information Resources from a remote location, sStaff shall ensure:
 Pioneer's policies and procedures are followed.
 Friends, family members, or other unauthorized individuals and relatives do not have access to Pioneer’s Information Ssystems or informationand assets.
 Staff do not connect to other networks (excluding the Internet, an in-house personal network, or a secure WIFI network, or a Pioneer-issued mobile phone hotspot) at the same time they are connected to Pioneer’s systems.
 Only Pioneer-issued email accounts and Pioneer-issued mobile devices are used for Pioneer business
communications, including email, text messages, and phone calls.Only Pioneer e-mail accounts are used for business related communications.

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 CAll computers and , mobile devices used to access Pioneer Information Systems, etc. use utilize up-to-date anti-malware protection software and an activated active firewall, where applicable (if available). Please refer to the Anti-Malware Policy for more information.

V. ENFORCEMENT
Any sStaff member found to have violated this policy may be subject to disciplinary action, up to and including termination.

VI. DISTRIBUTION
This policy is to be distributed to all Pioneer staff.

VIII. HISTORY
Version Date Description Approved By
2022.1 01/20/2022 Initial policy release Board of Directors 2026.1 10/15/2026 Annual Policy Review +
Administrative Updates

Page 1 of 2 ends

Staff Report – Item 1e
To: The Governing Board
From: Elliott Sherman, Program Manager
Item 1e: Adopt a Resolution Authorizing the CEO to Execute Amendment No. 3 to the Contract with Greenlite Lighting Corp. USA to Increase the Not-to-Exceed Dollar Amount by $400,000 for a Total of $1,512,400 for LED Discount Lighting Program Services Date: 10/15/2026

RECOMMENDATION
Resolution Authorizing the CEO to Execute Amendment No. 3 to the Contract with Greenlite Lighting Corp. USA to increase the not-to-exceed dollar amount by $400,000 for a total of $1,512,400 for LED Discount Lighting Program Services

BACKGROUND
Pioneer Community Energy’s LED Discount Lighting Program (Program) works with local hardware stores to stock discounted LED lightbulbs and other energy-saving products. Retailers order products through Greenlite and sell them at a discounted price. Pioneer Community Energy pays Greenlite directly to cover the discount, so items are discounted at the register without coupons or rebate submissions.

The Program launched in January 2024, and currently has 32 local stores participating. Store feedback has been overwhelmingly positive. Program partners appreciate the foot traffic the program creates by promoting this type of program and have supported other Pioneer programs as part of our partnership. Pioneer's Board approved funding for the Program in the following sequence:

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

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

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

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

At the June 19, 2025, Governing Board Meeting, the Board approved Greenlite LED Discount Program Agreement Amendment No. 2 to add an additional $500,000 to the budget, increasing the agreement amount to $1,112,400.

ANALYSIS & DISCUSSION
The LED Discount Program has demonstrated strong demand from the communities for energy-efficient upgrades and effective use of Pioneer’s Program funds. Additional funding is needed to continue the program’s Agenda Item: 1e Agenda Date: 10/15/2026

Page 2 of 2 ends

success, meet ongoing customer demand, and sustain the benefits of energy efficiency and lower energy costs for Pioneer customers.

Dollar Tree stores were recently added to the list of participating retailers, allowing the program to expand into previously untapped territories. With some of these larger stores enrolled, additional products and budget is needed to continue this popular program through 2026 and the first half of 2027.

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

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

FISCAL IMPACT
The fiscal impact of this recommendation is $400,000.00 through June 30, 2027 beginning October 15, 2026.

Sufficient funds are included in the approved FY2026-27 budget, and no additional budget is required.

ATTACHMENTS

1. Resolution Authorizing the CEO to Execute Amendment No. 3 to the Contract with Greenlite Lighting Corp.

USA to increase the not-to-exceed dollar amount by $400,000 for a total of $1,512,400 for LED Discount Lighting Program Services

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

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

4. Greenlite Lighting Corp USA Consultant Services Agreement 401004.1
Before the Governing Board of
Pioneer Community Energy
Resolution No.: ____________
The following Resolution was duly passed by the Governing Board of Pioneer Community Energy at a regular meeting held October 15, 2026, by the following vote on roll call:

Ayes:

Noes:

Absent:

Signed and approved by me after its passage.
______________________________
Chair of the Governing Board
Attest:
_______________________
Secretary
WHEREAS, Pioneer Community Energy and Greenlite Lighting Corp. USA entered a Consultant Services Agreement for communications and marketing services on October 20, 2023 (“Original Agreement”), wherein Greenlite Lighting Corp. USA agreed to execute a retailer LED discount program for Pioneer, with compensation not to exceed $262,400; WHEREAS, the LED Discount Program proved popular with retail partners and customers, and as additional locations were added more inventory was needed; WHEREAS, the Pioneer Community Energy Governing Board approved the first amendment of the Greenlite contract to increase the agreement budget by $350,000 for a total of $612,400; and In the matter of:

Resolution AUTHORZINING THE CEO TO EXECUTE
AMENDMENT NO. 3 TO THE CONTRACT WITH
GREENLITE LIGHTING CORP. USA TO INCREASE THE
NOT-TO-EXCEED DOLLAR AMOUNT BY $400,000 FOR
A TOTAL OF $1,512,400 FOR LED DISCOUNT
LIGHTING PROGRAM SERVICES.

Resolution 2026-XX
October 15, 2026
2 401004.1
a second amendment, approved on June 19, 2025, to increase the contract budget by $500,000 to a total not-to-exceed amount to $1,112,400.

WHEREAS, there is continued strong interest in the program and Pioneer desires the program to continue to be available throughout the service territory; WHEREAS, this third amendment allows the program to continue to support customers’ energy efficiency needs and support local businesses; and
WHEREAS, Pioneer and Greenlite Lighting Corp. USA desire to further amend the Original Agreement to increase the contract by $400,000 to a total not-to-exceed amount to $1,512,400 as shown in Exhibit “A.”
BE IT RESOLVED, the Governing Board of Pioneer Community Energy, State of California, hereby finds, declares, and resolves as follows:

1. The above recitals are true and correct.

2. The Governing Board hereby approves Amendment No. 3 to the Consultant Services Agreement with Greenlite Lighting Corp. USA, as attached hereto as Exhibit “A,” and authorizes the Chief Executive Officer to execute the Amendment No. 3 on behalf of Pioneer Community Energy with any minor clerical or clarifying changes proposed by the Chief Executive Officer and approved by General Counsel.

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

EXHIBIT A: Third Amendment to Program Services Agreement with Greenlite Lighting Corp USA Administering Agency: Pioneer Community Energy
Contract Description: LED Discount Program Services

CONSULTANT SERVICES AGREEMENT
AMENDMENT NO. 3
THIS AGREEMENT, originally executed October 20, 2023, by and between the Pioneer Community Energy (“Pioneer”), and Greenlite Lighting Corp. USA (“Consultant”), is hereby amended as described below:
• Section 2 – Payment is amended to say:

The amount of the contract shall not exceed One million, five hundred twelve thousand, four hundred dollars ($1,512,400.00).
• Exhibit B – Payment for Services Rendered is amended to say:

Maximum Limit & Fee Schedule
The total amount for services rendered not to exceed $1,512,400.00.

Greenlite Fee Summary
Item Description Amount
Product rebate with admin
time included
$1,512,400.00
Unless expressly amended in this Amendment, all provisions, conditions, covenants, and terms of the Consultant Services Agreement shall remain in full force and effect.

Executed as of the last date indicated below:

Title:

Administering Agency: Pioneer Community Energy
Contract Descrip.on: LED Discount Program Services

CONSULTANT SERVICES AGREEMENT
AMENDMENT NO. 2
THIS AGREEMENT, originally executed October 20, 2023, by and between the Pioneer Community Energy ("Pioneer"), and Greenlite Ligh.ng Corp. USA ("Consultant")! is hereby amended as described below:
o Sec?on 2 — Payment is amended to say:

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

Maximum Limit & Fee Schedule
Unless expressly amended in this Amendment, all provisions, condi.ons, covenants, and terms of the Consultant Services Agreement shall remain in full force and effect.

Executed as of the last date indicated below:

PIONEER COMMUNITY ENERGY
June 20, 2025
By: Date.

Name: Donald Eckert
Title: Chief Execu.ve Officer
June 20, 2025 By:

Date:

Name: David Ruderman
Title: General Counsel
GREENLITE LIGHTING CORP. USA
By: Date:

Name:

Title:

Administering Agency: Pioneer Community Energy
Contract Descrip7on: LED Discount Program Services

CONSULTANT SERVICES AGREEMENT
AMENDMENT NO. 1
THIS AGREEMENT, originally executed October 20, 2023, by and between the Pioneer Community Energy (“Pioneer”), and Greenlite Ligh7ng Corp. USA (“Consultant”), is hereby amended as described below:

Sec7on 2 – Payment is amended to say:

The amount of the contract shall not exceed six hundred and twelve thousand four hundred dollars ($612,400.00).

Exhibit B – Payment for Services Rendered is amended to say:

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

Greenlite Fee Summary
Item Descrip7on Amount
Product rebate with admin 7me
included
$612,400.00
Executed as of the last date indicated below:

PIONEER COMMUNITY ENERGY
By:_____________________________ Date: ______________
Name: Donald Eckert
Title: Chief Execu7ve Officer
By:_____________________________ Date: ______________
Name: Patrick Enright
Title: General Counsel

GREENLITE

LIGHTING
CORP. USA
- 1 -
Administering Agency: Pioneer Community Energy
Contract No. _____________
Contract Description: LED Rebate Program Services

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

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

2. Payment. Pioneer shall pay Consultant for services rendered pursuant to this Agreement at the time and in the amount set forth in Exhibit B. The payment specified in Exhibit B shall be the only payment made to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all billings for said services to Pioneer in the manner specified therein, or, if no manner be specified, then according to the usual and customary procedures which Consultant uses for billing clients similar to Pioneer. The amount of the contract shall not exceed two hundred and sixty-two thousand four hundred Dollars ($262,400).

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

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

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

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

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

8. Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary for the satisfactory performance of Consultant's obligations pursuant to this Agreement. Neither party shall be considered in default of this Agreement to the extent performance is prevented or delayed by any cause, present or future, which is beyond the reasonable control of the party.
- 2 -

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

10. Insurance. Consultant shall file with Pioneer concurrently herewith a Certificate of Insurance, in companies acceptable to Pioneer, with a Best's Rating of no less than A-:VII, for the coverage shown in Exhibit D. All costs of complying with these insurance requirements shall be included in Consultant’s fee(s). These costs shall not be considered a “reimbursable” expense under any circumstances.

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

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

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

13. Personnel.

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

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

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

15. Termination.

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

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

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

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

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

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

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

21. Conflict of Interest. Consultant certifies that no official or employee of Pioneer, nor any business entity in which an official of Pioneer has an interest, has been employed or retained to solicit or aid in the procuring of this agreement. In addition, Consultant agrees that no such person will be employed in the performance of this agreement without immediately notifying Pioneer. - 4 -

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

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

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

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

PIONEER COMMUNITY ENERGY: CONSULTANT:

Pioneer Community Energy Greenlite Lighting Corp USA
Attn: Eric Acedo Attn: Nina Gupta
2510 Warren Drive Suite B 17192 Murphy Avenue #19189
Rocklin, CA 95677 Irvine, CA 92623
[email protected] [email protected] Phone: (916) 758-8943 Phone: (877) 255-0004
Any notice so delivered personally shall be deemed to be received on the date of delivery, and any notice mailed shall be deemed to be received five (5) days after the date on which it was mailed.

Executed as of the day first above stated:

PIONEER COMMUNITY ENERGY
By: _____________________________
Printed Name/Title: Donald Eckert, Executive Director
Approved as to Form – General Counsel:

By: _____________________________
Printed Name/Title:

Greenlite Lighting Corp. USA
By: _____________________________
Name: Nina Gupta
Title: President & CEO
*If Consultant is a corporation, this agreement must be signed by a corporate officer, either the President or Vice President, unless an authenticated corporate resolution is attached delegating authority to a single officer or other officers to bind the corporation.

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

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

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

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

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

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

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

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

EXHIBIT B

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

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

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

EXHIBIT C

FACILITIES, EQUIPMENT, AND OTHER

MATERIALS, AND OBLIGATIONS OF PIONEER

NOT APPLICABLE

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EXHIBIT D

HOLD HARMLESS AGREEMENT

AND INSURANCE REQUIREMENTS

1. HOLD HARMLESS AND INDEMNIFICATION AGREEMENT
The CONSULTANT hereby agrees to protect, defend, indemnify, and hold PIONEER free and harmless from any and all losses, claims, liens, demands, and causes of action of every kind and character including, but not limited to, the amounts of judgments, penalties, interest, court costs, legal fees, and all other expenses incurred by PIONEER arising in favor of any party, including claims, liens, debts, personal injuries, death, or damages to property (including employees or property of PIONEER) and without limitation by enumeration, all other claims or demands of every character occurring or in any way incident to, in connection with or arising directly or indirectly out of, the contract or agreement. CONSULTANT agrees to investigate, handle, respond to, provide defense for, and defend any such claims, demand, or suit at the sole expense of the CONSULTANT.

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

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

2. INSURANCE:

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

3. WORKER'S COMPENSATION AND EMPLOYERS LIABILITY INSURANCE:

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

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

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

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

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

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

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

4. GENERAL LIABILITY INSURANCE:

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

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

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

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

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

Special Claims Made Policy Form Provisions:

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

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(1) The limits of liability shall not be less than:

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

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

5. ENDORSEMENTS:

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

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

6. AUTOMOBILE LIABILITY INSURANCE:

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

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

7. PROFESSIONAL LIABILITY INSURANCE:

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

8. PRIVACY AND CYBERSECURITY LIABILITY INSURANCE:

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

9. ADDITIONAL REQUIREMENTS:

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

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

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

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

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

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Staff Report – Item 1f
To: The Governing Board
From: Brad Koehn, Director of Finance and Administration Item 1f: Adopt Resolution Updating the Board Member (Directors) Reimbursement Policy Date: 10/15/2026

RECOMMENDATION
Adopt Resolution Updating the Board Member (Directors) Reimbursement Policy.

GOVERNANCE COMMITTEE RECOMMENDATION
The Governance Committee met on October 6, 2026 and received and discussed the Board Member (Directors) Reimbursement Policy. The Committee recommends that the Board approve the modification of the Policy to include Board member mileage reimbursement for travel to Board and Committee meetings.

BACKGROUND
The existing Board Member Reimbursement Policy was approved June 2024 and it provides an expense reimbursement process for Board Members participation in conferences, training or other business related to Pioneer Community Energy. The Policy is silent on Board Member reimbursement for mileage to attend Board and Committee meetings.

The Governance Committee at the October 6, 2026 meeting also discussed that staff would prepare a process to make it simple for Board members to submit mileage reimbursement requests for Board and Committee meetings.

ANALYSIS & DISCUSSION
Pioneer’s Joint Powers Agreement provides that Board members serve without compensation, though the Board may adopt a policy related to the reimbursement of Board member expenses by resolution. The proposed amendment to the Board Member (Director) Reimbursement Policy will allow Pioneer to reimburse Board members for all necessary travel without the need to amend the Joint Powers Agreement to provide for a stipend. Including a Board member mileage reimbursement authorization for attendance at Board meetings and Committee meetings provides an equitable way to reimburse the costs that Board members incur when traveling for Pioneer business whether it is a short route or over a long distance, which will be impactful for the expansion territory Board members.

The proposed updated policy leaves unchanged that mileage is reimbursed at the IRS rate from their home to the meeting location, but also provides that no meal allowance is provided for days a Board member travels for a Board or Committee meeting, unlike the meal allowance for conferences.

STRATEGIC PLAN
The Board Member Reimbursement Policy update is consistent with the Strategic Priority to Achieve Operational Optimization.

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

ATTACHMENTS
Agenda Item: 1f Agenda Date: 10/15/2026

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1. Resolution to Adopt an Updated Board Member (Directors) Reimbursement Policy

2. Board Member Reimbursement Policy with redlined changes.

Before the Governing Board of
Pioneer Community Energy
Resolution No.: ____________
The following Resolution was duly passed by the Governing Board of Pioneer Community Energy at a regular meeting held October 15, 2026, by the following vote on roll call:

Ayes:

Noes:

Absent:

Signed and approved by me after its passage.
______________________________
Chair of the Governing Board
Attest:
_______________________
Secretary
WHEREAS, Government Code Section 53232.2(b) directs that a written reimbursement policy for Board Members be adopted at a public meeting; and
WHEREAS, the Policy first adopted in June 2024 identified the types of occurrences under which a Board Member may receive reimbursement for actual and necessary expenses related to travel, meals, lodging, and other actual and necessary expenses; and WHEREAS, the Policy was silent on mileage reimbursement for Board member attendance at Board and Committee meetings; and
WHEREAS, the Governance Committee met on October 6, 2026, and recommended that the Board approve an updated Policy that authorizes Board member mileage reimbursement for attendance at Board and Committee meetings.

In the matter of: RESOLUTION TO UPDATE THE

BOARD MEMBER (DIRECTORS) REIMBURSEMENT
POLICY
Resolution No. ___

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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 updated Board Member (Directors) Reimbursement Policy to include Board member mileage reimbursement for attending Board and Committee as presented in Exhibit A is approved.

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

EXHIBIT A: Board Member (Directors) Reimbursement Policy

EXHIBIT A
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459606.1

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

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

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

Directors shall be reimbursed for the actual and necessary transportation expenses incurred to travel to and from regular and special meetings of the Board of Directors and its committees, calculated in accordance with the Transportation section of this policy. Pre-approval from the Pioneer CEO is not required for travel to regular and special meetings of the Board of Directors and its committees held within the State of California.

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

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

EXHIBIT A
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459606.1
Travel to and attendance at meetings, seminars, training programs, and conferences should not place a financial burden on the attendee to advance travel, meals, and lodging costs. Requests for advancements or prepayment shall be made using the Travel and Expense Form and is preferred (where prepayments can be refunded if the event is cancelled, or the attendee fails to attend).

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

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

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

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

It is preferred that a Travel and Expense form be filled out and paid ahead of time, however if it is not, a claim for reimbursement of travel expenses must be filed within ten days after the event by completing and filing the Travel and Expense Form along with the appropriate supporting documents. Claims for reimbursement of travel to regular and special meetings of the Board of Directors and its committees may be combined on a single Travel and Expense Form and must be filed within ten days after the end of the calendar month in which the meetings occurred.

EXHIBIT A
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459606.1
IV. RULES & GUIDELINES FOR REIMBURSEMENT OF SPECIFIC

EXPENSES

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

Travel by Private Vehicle - Specific Rules and Guidelines (see also General Guidelines above)
• The driver must carry liability insurance.
• The driver must possess a valid driver’s license.
• No reimbursement will be made on the insurance premium for the vehicle used.
• No reimbursement will be made for the repair of a private vehicle for any repairs during the trip.
• Rate of reimbursement: Mileage reimbursement will be at a rate equal to the rate prescribed by the IRS.
• Mileage computation: Mileage will be the distance from the Director’s residence to the destination, and return. Mileage may also include travel to and from a common carrier terminal.

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

Air Travel - Specific Rules and Guidelines (see also General Guidelines above) • Use a carrier that has the lowest airline rates available. • Reimbursement will be based on travel by economy class.

EXHIBIT A
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459606.1
• No additional charges or higher airline rates may be incurred for reimbursement by Pioneer for the purpose of obtaining frequent flyer miles or any other promotional discounts for future use. • Rate of reimbursement: Based on following the general guidelines and the specific guidelines above, reimbursement for the cost of air travel will be made when accompanied by an E-ticket or itinerary.

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

LODGING
General Guidelines
• It is the policy of Pioneer to exercise prudence in selecting lodging accommodations.
• Lodging reimbursement for the day before the event starts and the night of the closing event is dependent on travel distances and the start and ending time of the event.
• The claim for reimbursement must be accompanied by receipts and/or other supporting documents as applicable.

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

Meals will not be reimbursed solely in connection with travel for attendance at regular or special meetings of the Board of Directors or its committees.

EXHIBIT A
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459606.1

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

Reporting Requirements
A brief report on the class training or seminar attended by him/her must be presented by the Director at the next meeting of the Board of Directors. This reporting requirement does not apply to attendance at regular or special meetings of the Board of Directors or its committees.

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459606.1

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

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459606.1
Travel to and attendance at meetings, seminars, training programs, and conferences should not place a financial burden on the attendee to advance travel, meals, and lodging costs. Requests for advancements or prepayment shall be made using the Travel and Expense Form and is preferred (where prepayments can be refunded if the event is cancelled, or the attendee fails to attend).

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

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

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

IV. RULES & GUIDELINES FOR REIMBURSEMENT OF SPECIFIC

EXPENSES

TRANSPORTATION
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459606.1
General Guidelines
 The most reasonable and economical means of transportation will be used, taking into consideration distance, time, and total costs for Pioneer, unless unusual circumstances require other alternatives.  Insurance premiums on a personal vehicle are not reimbursed.  No reimbursements will be made for the repair of a private vehicle.  Directors shall use government and group rates offered by a provider of transportation when available.

Travel by Private Vehicle - Specific Rules and Guidelines (see also General Guidelines above)
 The driver must carry liability insurance.
 The driver must possess a valid driver’s license.
 No reimbursement will be made on the insurance premium for the vehicle used.
 No reimbursement will be made for the repair of a private vehicle for any repairs during the trip.
 Rate of reimbursement: Mileage reimbursement will be at a rate equal to the rate prescribed by the IRS.
 Mileage computation: Mileage will be the distance from the Director’s residence to the destination, and return. Mileage may also include travel to and from a common carrier terminal.

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

Air Travel - Specific Rules and Guidelines (see also General Guidelines above)  Use a carrier that has the lowest airline rates available.  Reimbursement will be based on travel by economy class.  No additional charges or higher airline rates may be incurred for reimbursement by Pioneer for the purpose of obtaining frequent flyer miles or any other promotional discounts for future use.

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459606.1
 Rate of reimbursement: Based on following the general guidelines and the specific guidelines above, reimbursement for the cost of air travel will be made when accompanied by an E-ticket or itinerary.

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

LODGING
General Guidelines
 It is the policy of Pioneer to exercise prudence in selecting lodging accommodations.
 Lodging reimbursement for the day before the event starts and the night of the closing event is dependent on travel distances and the start and ending time of the event.
 The claim for reimbursement must be accompanied by receipts and/or other supporting documents as applicable.

Meals will not be reimbursed solely in connection with travel for attendance at regular or special meetings of the Board of Directors or its committees.

REGISTRATION FEES
It is the preference of Pioneer that registration fees are pre-paid using a Pioneer credit card. If that is not possible, the Director may also pay Page | 5 presented: June 20, 2024
459606.1
the registration fee with his/her own credit/debit card and then claim reimbursement after the event.

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Staff Report – Item 1g
To: The Governing Board
From: Donald Eckert Jr., Chief Executive Officer
David Ruderman, General Counsel
Item 2: Adopt a Resolution Approving Amendment No. 8 to Pioneer Community Energy’s Bylaws for Administrative Changes to Sections 2.1–2.4, 3.1, 4.2, 4.8, 4.9 and 5.1 Date: 10/15/2026

RECOMMENDATION
Adopt a Resolution Approving Amendment No. 8 to Pioneer Community Energy’s (“Pioneer”) Bylaws for Administrative Changes to Sections 2.1–2.4, 3.1, 4.8, 4.9 and 5.1.

GOVERNANCE COMMITTEE RECOMMENDATION
At the October 6, 2026, Governance Committee meeting, the Committee discussed and provided direction on various key documents and policies related to governance in preparation for the expansion of Board Members to the Governing Board in 2027.

The recommendation of amendments to the Bylaws is supported by the Governance Committee.

BACKGROUND
With the approval of the two Implementation Plans by the California Public Utilities Commission in 2025, the Governing Board will increase from eleven Board Members to twenty-seven beginning in July 2027.

The Board has directed staff to research and present recommendations for proposed changes to the governance structure of Pioneer to support the continuation of conducting agency business in an efficient manner. Those recommendations can and will include amendments to Pioneer’s formation documents such as the Joint Exercise of Powers Agreement and the Bylaws.

ANALYSIS & DISCUSSION
Amendments to the Bylaws
The following are the proposed administrative changes to the Bylaws:
• Article II - Officers. Provided thresholds for applicants to Chair and Vice Chair such as requiring 50% attendance in the 12 months of meetings (Sections 2.2 and 2.3). • Article IV - Meetings. Revised Section 4.9 to establish General Counsel as Parliamentarian.
• Article V – Committees. Established the following Standing Committees of the Board; (a) Executive Committee; (b) Legislative and Regulatory Committee; (c) Audit and Finance Committee.

In addition, establish the Community Advocacy Committee (Section 5.1). • Clean Up. Changing the title of the Executive Director to Chief Executive Officer and making other corrections to reflect Pioneer’s status (Sections 2.1, 2.4, 3.1, 4.2, and 4.8).

Agenda Item: 1g Agenda Date: 10/15/2026

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STRATEGIC PLAN
The report supports the Operational Optimization goal.

FISCAL IMPACT
There is no fiscal impact from the recommendation.

ATTACHMENTS

1. Resolution Approving Amendment No. 8 to Pioneer Community Energy’s Bylaws for Administrative Changes

2. Pioneer Community Energy’s Bylaws – Redline
Before the Governing Board of
Pioneer Community Energy
Resolution No.: ____________
The following Resolution was duly passed by the Governing Board of Pioneer Community Energy at a regular meeting held October 15, 2026, 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’s (“Pioneer”) Governing Board (“Board”) will be increasing in membership from eleven members to twenty-seven members beginning in July 2027 due to expansion of service territory; and
WHEREAS, the Board has directed staff to research and present recommendations for proposed changes to the governance structure of Pioneer to support the continuation of conducting agency business in an efficient manner with a large Board; and WHEREAS, the Board desires to amend the Bylaws to include requirements for applicants to Board Chair and Vice Chair (Sections 2.2 and 2.3); and
WHEREAS, the Board desires to establish General Counsel as Parliamentarian as a procedural advisor for the Board to ensure meetings are run fair, orderly and legal according to Robert’s Rules of Order (Section 4.9); and
In the matter of: ADOPT A RESOLUTION
APPROVING AMENDMENT NO. 8 TO PIONEER
COMMUNITY ENERGY’S BYLAWS FOR
ADMINISTRATIVE CHANGES TO SECTIONS 2.1–2.4,

3.1, 4.2, 4.8, 4.9 AND 5.1
Resolution No. ___

Page 2 ends

2 459933.1
WHEREAS, the Board desires to establish clarity with committees by establishing the following Standing Committee: (a) Executive Committee; (b) Legislative and Regulatory Committee; and (c) Audit and Finance Committee (Section 5.1); and
WHEREAS, the Board desires to establish a Community Advocacy Committee (Section 5.1); and
WHEREAS, the Board desires to apply clean up to the Bylaws by changing the title of the Executive Director to Chief Executive Officer and other administrative updates to reflect Pioneer’s status (Sections 2.1, 2.4, 3.1, 4.2, and 4.8).

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 adopts Amendment No. 8 to the Bylaws of Pioneer Community Energy that is attached to this Resolution as Exhibit A and incorporated by this reference.

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

Exhibit A: Pioneer Community Energy’s Bylaws

BY-LAWS
OF

PIONEER COMMUNITY ENERGY
Adopted July 26, 2016
Amendment No. 1 – March 18, 2021
Amendment No. 2 – April 15, 2021
Amendment No. 3 – April 15, 2021
Amendment No. 4 – July 15, 2021
Amendment No. 5 – November 18, 2021
Amendment No. 6 – February 17, 2022
Amendment No. 7 – April 21, 2022
1 ARTICLE I – THE AUTHORITY
Section 1.1. Name. The official name of the Authority shall be “Pioneer Community Energy.” The Authority was created pursuant to the Joint Exercise of Powers Agreement for the Establishment of the Sierra Valley Energy Authority, effective September 9, 2015 (the “Agreement”), between the County of Placer (“County of Placer”) and the City of Colfax (the “City) and Article 1 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the Government Code of the State of California (the “Joint Powers Law”). The Joint Exercise of Powers Agreement was later amended to be the Amended and Restated Joint Exercise of Powers Agreement for the Sierra Valley Energy Authority effective February 22, 2017. The Authority was then renamed Pioneer Community Energy by Resolution 2017-3 on July 7, 2017, of the Governing Body and by subsequent resolution of each of the Members of the Authority.

Section 1.2. Office. The business office of the Authority shall be the business office of Pioneer Community Energy, or at such other place as may be designated by the Governing Body. (Amendment No. 5: Resolution 2021-43) Section 1.3. Compensation. Governing Body members shall serve without compensation by the Authority, except that they shall be entitled to reimbursement of expenses incurred in connection with duties performed in the course of service to the Authority.

Section 1.4. Conflicts of Interest. The Authority shall adopt a Conflict of Interest Code.

ARTICLE II – OFFICERS
Section 2.1. Officers. The Officers of the Authority shall be the Chairperson, Vice Chairperson, Chief Executive Officer, Secretary, Auditor-Controller and Treasurer.

Section 2.2(a). Chairperson. The Chairperson of the Authority shall be appointed by the Governing Body as set forth in the Agreement. The Chairperson shall preside at all meetings of the Authority and shall submit such information and recommendations to the Governing Body as he or she may consider proper concerning the business, policies, and affairs of the Authority.

Section 2.2(b). Eligibility. The following minimum eligibility requirements must be met for a Board Member to be elected as Chair.
i. The potential candidate must be a Primary (i.e., not an alternate) Director. ii. The potential candidate must have attended at least 50% of Pioneer’s Regular Board Meetings in the prior 12 months.

Section 2.2(c). Extension of Term of Office. If, for any reason, the election of a new Chair is not made, the then current Chair shall continue to serve in this office until an election is held at a Regular Meeting of the Board.

Section 2.3(a). Vice Chairperson. The Vice Chairperson shall be appointed by the Governing Body as set forth in the Agreement. The Vice Chairperson shall perform the duties of the Chairperson in the absence or incapacity of the Chairperson. In case of the resignation or death of the Chairperson, the Vice Chairperson shall perform such duties as are imposed on the Chairperson, until such time as a new Chairperson is selected or appointed. 2 Section 2.3(b). Eligibility. The following minimum eligibility requirements must be met for a Board Member to be elected as Vice Chair.
i. The potential candidate must be a Primary (i.e., not an alternate) Director. ii. The potential candidate must have attended at least 50% of Pioneer’s Regular Board Meetings in the prior 12 months.

Section 2.3(c). Extension of Term of Office. If, for any reason, the election of a new Vice Chair is not made, the then current Vice Chair shall continue to serve in this office until an election is held at a Regular Meeting of the Board.

Section 2.4. Chief Executive Officer. The Chief Executive Officer is appointed by the Governing Body. The Chief Executive Officer of the Authority shall be responsible for execution and supervision of the affairs of the Authority. Except as otherwise authorized by resolution of the Governing Body, the Chief Executive Officer or the Chief Executive Officer’s designee shall sign all contracts, deeds and other instruments executed by the Authority.

Section 2.5. Secretary. The Secretary shall be the Board Clerk. The Secretary shall keep the records of the Authority, shall act as Secretary at the meetings of the Authority and record all votes, and shall keep a record of the proceedings of the Authority in a journal of proceedings to be kept for such a purpose, and shall perform all incidents to the office. (Amendment No. 2: Resolution 2021-14)
Section 2.6(a). Treasurer. The Governing Body shall appoint a Treasurer to serve as the Treasurer of the Authority in compliance with the Act. Subject to the applicable provisions of any trust agreement, indenture or resolution providing for a trustee or other fiscal agent, the Treasurer is designated as the depository of the Authority to have custody of all the money of the Authority, form whatever source, and, as such, shall have the powers, duties and responsibilities specified in Section 6505.5 of the Act.
(Amendment No. 5: Resolution 2021-43)
Section 2.6(b). Auditor-Controller. The Governing Bod y shall appoint an Auditor-Controller in compliance with the Act who shall perform the functions of the auditor of the Authority, as such functions are set forth in Section 6505.5 of the California Government Code. (Amendment No. 5: Resolution 2021-43)
As Auditor of the Authority, the Auditor shall draw warrants to pay demands against the Authority when the demands have been approved by the Governing Body and shall assure that there is strict accountability of all funds and reporting of all receipts and disbursements of the Authority.

The Governing Body may combine both the positions of Treasurer and Auditor-Controller to be held by one officer or employee pursuant to Section 6505.6 of the Act. (Amendment No. 3: Resolution 2021-17; Amendment No. 5: Resolution 2021-43) Section 2.7. Confirmation of Officers. Confirmation of officers shall be the first order of business at the first meeting of the Governing Body, regular or special, held in each calendar year.
3 Section 2.8. General Counsel. The Governing Body shall select such attorney or firm of attorneys as it shall determine to act as the General Counsel to the Authority. (Amendment No. 1: Resolution 2021-12)
Section 2.9. Authority to Bind Agency. No member, officer, agent, or employee of the Authority, without prior specific or general authority by a vote of the Governing Body, shall have any power or authority to bind the Authority by any contract, to pledge its credit, or to render it liable for any purpose in any amount.

Section 2.10. Chair and Vice Chair Vacancy. At any meeting where the Chair and Vice Chair are not present, the previous Chair of that body will serve as Interim Chair. If that person is not present, the longest serving member of that body will serve as Interim Chair. If it is a new committee, members will draw lots to determine who will serve as Interim Chair. (Amendment No. 4: Resolution 2021-30)

ARTICLE III - EMPLOYEES AND AGENTS
Section 3.1. Appointment of Employees and Agents. The Governing Body and/or Authority may from time to time employ temporary professional and technical personnel on such terms and at such rates of compensation as the Governing Body may determine, for the performance of Agency business and affairs, provided that adequate sources of funds are identified for the payment of such temporary professional and technical services.

ARTICLE IV – MEETINGS
Section 4.1. Regular Meetings. Regular meetings shall be held as set forth in the Agreement, any resolution of the Governing Body and California law, including, but not limited to, the Joint Powers Law. Regular meetings will be noticed and held in accordance with the Ralph M. Brown Act.

Section 4.2. Special Meetings. A special meeting may be called at any time by the Chairperson or the Chief Executive Officer by delivering written notice to each member. Such written notice may be dispensed with as to any Governing Body member who at or prior to the time the meeting convenes files with the Secretary of the Authority a written waiver of notice. Such waiver may be given by telegram or telecopy, or electronic transmission. Such written notice may also be dispensed with as to any member who is actually present at the meeting. Special meetings will be held in accordance with the Ralph M. Brown Act.

Section 4.3. Closed Sessions. Nothing contained in these bylaws shall be construed to prevent the Governing Body from holding closed sessions during a regular or special meeting concerning any matter permitted by law to be considered in a closed session.

Section 4.4. Public Hearings. All public hearings held by the Governing Body shall be held during regular or special meetings of the Governing Body.

Section 4.5. Adjourning Meetings and Continuing Public Hearings to Other Times or Places. The Governing Body may adjourn any meeting to a time and place specified in the order of adjournment. Less than a quorum may so adjourn from time to time. If all Governing Body members are absent from any regular meeting or adjourned regular meeting the Secretary or Acting Secretary of the Authority may declare the meeting adjourned to a stated time and place and shall cause a written notice of the adjournment to be given in the same manner as provided 4 for special meetings unless such notice is waived as provided for special meetings. A copy of the order or notice of adjournment shall be conspicuously posted on or near the door of the place where the meeting was held within 24 hours after the time of the adjournment. When a regular or adjourned regular meeting is adjourned as provided in this section, the resulting adjourned regular meeting is a regular meeting for all purposes. When an order of adjournment of any meeting fails to state the hour at which the adjourned meeting is to be held, it shall be held at the hour specified for regular meetings.

Any public hearing being held, or any hearing noticed or ordered to be held at any meeting may by order or notice of continuance be continued or recontinued to any subsequent meeting in the same manner and to the same extent set forth herein for the adjournment of the meetings; provided, that if the hearing is continued to a time less than 24 hours after the time specified in the order or notice of hearing a copy of the order or notice of continuance shall be posted immediately following the meeting at which the order or declaration of continuance was adopted or made.

Section 4.6. Ralph M. Brown Act. The Ralph M. Brown Act applies to all meetings of the Governing Body.

Section 4.7. Quorum. A majority of the members of the Governing Body shall constitute a quorum for the purpose of conducting its business and exercising its powers and for all other official purposes, except that less than a quorum may adjourn from time to time until a quorum is obtained. Any action or decision of the Authority shall be on motion duly approved by a majority of a quorum of the Governing Body at a lawfully held meeting.

Section 4.8. Order of Business. The Chairperson or Chief Executive Officer shall prepare or approve the agenda of all meetings. Business will be conducted according to the agenda, except when determined by the Governing Body as permitted by law.

Section 4.9. Parliamentary Procedure. The presiding officer at the meeting shall determine the rules of conduct. The presiding officer may be guided by the rules of parliamentary procedure set forth in Robert's Rules of Order, but failure to follow Robert’s Rules of Order shall not affect the validity of any action or motion duly taken or adopted by the Governing Body at any lawfully held meeting. General Counsel shall serve as Parliamentarian.

Section 4.10. Minutes. The Secretary shall cause to be kept minutes of the meetings of the Board and shall, as soon as practicable after each meeting, cause a copy of the minutes to be forwarded to each member of the Governing Body. (Amendment No. 5: Resolution 2021-43) ARTICLE V – COMMITTEES
Section 5.1. Establishment of Committees. The Governing Body may establish standing or ad hoc committees as it deems appropriate to assist the Governing Body in carrying out its functions and implementing the CCA program, related energy programs, and the provisions of the JPA Agreement.

In addition to any standing or ad hoc committees the Governing Body establishes from time to time, the following Standing Committees are established; (a) Executive Committee; (b) Legislative and Regulatory Committee; and (c) Audit and Finance Committee. The purpose, 5 duties, membership, meeting schedule, and any other regulations for the Standing Committees shall be approved by the Governing Board.

A Community Advocacy Committee (“CAC”) shall be established to advise the Chief Executive Officer on community outreach and engagement. The CAC is not a Standing Committee. The purpose, duties, and membership shall be approved by the Governing Board.

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

Section 5.3 Alternate Board Members. As specified in Section 5.A of the Agreement, an alternate may attend, participate, and vote at any meeting of any committee whenever the regular Governing Body member, for who they are designated to act as an alternate, is absent from the meeting. (Amendment No. 7: Resolution 2022-8)
Section 5.4. Officers. Unless otherwise determined by the Governing Body, each committee shall on an annual basis choose its officers, comprised of a Chairperson and Vice-Chairperson.

Section 5.5. Committee Meetings. If required by the provisions of the Ralph M. Brown, written notice of the time and place of each committee meeting, and the business to be transacted, shall be given in accordance therewith. Except as otherwise provided by the Governing Body, a majority of the members of each committee shall constitute a quorum for the transaction of business. (Amendment No. 6: Resolution 2022-6)
ARTICLE VI – AMENDMENTS
Section 6. Amendments to By-Laws. These by-laws may be amended by the Governing Body at any regular or special meeting by majority vote, provided that a description of the proposed amendment to any particular section is included in the notice of such meeting. (Amendment No. 6: Resolution 2022-6)
6 7
END

AMENDMENTS
Amendment Amendment No. 1
Date March 18, 2021
Resolution Resolution 2021-12
Detail NOW THEREFORE, IT IS MUTUALLY AGREED THAT THE
FOLLOWING CHANGE IS HEREBY MADE IN THE BY-LAWS:

1. Section 2.8 shall be removed and replaced with the following:

2.8 General Counsel. The Governing Body shall select such attorney or firm of attorneys as it shall determine to act as the General Counsel to the Authority.

Amendment Amendment No. 2
Date April 15, 2021
Resolution Resolution 2021-14
Detail NOW THEREFORE, IT IS MUTUALLY AGREED THAT THE FOLLOWING CHANGE IS HEREBY MADE IN THE BY-LAWS:

1. Section 2.5 shall be removed and replaced with the following:

2.5 Secretary. The Secretary shall be the Board Clerk. The Secretary shall keep the records of the Authority, shall act as Secretary at the meetings of the Authority and record all votes, and shall keep a record of the proceedings of the Authority in a journal of proceedings to be kept for such purpose, and shall perform all incidents to the office. 8 Amendment Amendment No. 3
Date April 15, 2021
Resolution Resolution 2021-17
Detail NOW THEREFORE, IT IS MUTUALLY AGREED THAT THE FOLLOWING CHANGE IS HEREBY MADE IN THE BY-LAWS:

1. Section 2.6 and Section 2.7 shall be removed and replaced with the following:

2.6 Treasurer. The Governing Body shall appoint a Treasurer to serve as the Treasurer of the Authority in compliance with the Act. Subject to the applicable provisions of any trust agreement, indenture or resolution providing for a trustee or other fiscal agent, the Treasurer is designated as the depository of the Authority to have custody of all the money of the Authority, from whatever source, and, as such, shall have the powers, duties and responsibilities specified in section 6505.5 of the Act.

Auditor-Controller. The Governing Body shall appoint an Auditor-Controller in compliance with the Act who shall perform the functions of the auditor of the Authority, as such functions are set forth in Section 6505.5 of the California Government Code.

As auditor of the Authority, the Auditor shall draw warrants to pay demands against the Authority when the demands have been approved by the Governing Body and shall assure that there is strict accountability of all funds and reporting of all receipts and disbursements of the Authority.

The Governing Body may combine both the positions of Treasurer and Auditor/Controller to be held by one officer or employee pursuant to Section 6505.6 of the Act.

Amendment Amendment No. 4
Date July 15, 2021
Resolution Resolution 2021-30
Detail NOW THEREFORE, THE FOLLOWING AMENDMENT IS HEREBY MADE TO THE BY-LAWS:

1. A new Section 2.10 shall be added as follows:

2.10 Chair and Vice Chair Vacancy. At any meeting where the Chair and Vice Chair are not present, the previous Chair of that body will serve as Interim Chair. If that person is not present, the longest serving member of that body will serve as Interim Chair. If it is a new committee, members will draw lots to determine who will serve as Interim Chair. 9 Date Amendment No. 5
Amendment November 18, 2021
Resolution Resolution 2021-43
Detail NOW THEREFORE, THE FOLLOWING AMENDMENTS ARE HEREBY MADE TO THE BY-LAWS:

1. Article I – Business Office Location of the Authority. Section 1.2 is revised to read as follows:

Section 1.2. Office. The business office of the Authority shall be the business office of Pioneer Community Energy, or at such other place as may be designated by the Governing Body.

2. Article II – Renumerate Sections 2.6 and 2.7. Sections 2.6 and 2.7 are renumbered as follows:

Section 2.6. Treasurer. Shall be renumbered as Section 2.6(a).

Section 2.7. Auditor-Controller. Shall be renumbered as Section 2.6(b).

3. Article II – Consistency of Title: Auditor-Controller. Subsection (b) of Section 2.6 is revised to read as follows:

Section 2.6(b). Auditor-Controller. The Governing Body shall appoint an Auditor-Controller in compliance with the Act who shall perform the functions of the auditor of the Authority, as such functions are set forth in Section 6505.5 of the California Government Code.

As Auditor of the Authority, the Auditor shall draw warrants to pay demands against the Authority when the demands have been approved by the Governing Body and shall assure that there is strict accountability of all funds and reporting of all receipts and disbursements of the Authority.

The Governing Body may combine both the positions of Treasurer and Auditor-Controller to be held by one officer or employee pursuant to Section 6505.6 of the Act.

4. Article IV – Meetings. Section 4.10 is revised to read as follows:

Section 4.10. Minutes. The Secretary shall cause to be kept minutes of the meetings of the Board and shall, as practicable, after each meeting cause a copy of the minutes to be forwarded to each member of the Governing Body.
10 Date Amendment No. 6
Amendment February 17, 2022
Resolution Resolution 2022-6
Detail NOW, THEREFORE, THE FOLLOWING AMENDMENTS ARE HEREBY MADE TO THE BY-LAWS:

1. Article V - Amendments and Section 5 - Amendments to By-Laws shall be renumbered as Article VI and Section 6.

2. A new Article V shall be added as follows:

ARTICLE V – COMMITTEES
Section 5.1. Establishment of Committees. The Governing Body may establish standing or ad hoc committees as it deems appropriate to assist the Governing Body in carrying out its functions and implementing the CCA program, related energy programs, and the provisions of the JPA Agreement.

Section 5.3 Alternate Board Members. As specified in Section 5.A of the Agreement, an alternate may attend, participate, and vote at any meeting of any committee whenever the regular Governing Body member, for who they are designated to act as an alternate, is absent from the meeting. The Governing Body may appoint designated alternates of the Governing Body to serve on standing committees.

Section 5.4. Officers. Unless otherwise determined by the Governing Body, each committee shall on an annual basis choose its officers, comprised of a Chairperson and Vice-Chairperson.

Section 5.5. Committee Meetings. If required by the provisions of the Ralph M. Brown, written notice of the time and place of each committee meeting, and the business to be transacted, shall be given in accordance therewith. Except as otherwise provided by the Governing Body, a majority of the members of each committee shall constitute a quorum for the transaction of business.
11 Amendment Amendment No. 7
Date April 21, 2022
Resolution Resolution 2022-8
Detail NOW, THEREFORE, THE FOLLOWING AMENDMENT IS
HEREBY MADE TO THE BYLAWS:

3. Section 5.3 of Article V shall be amended as follows (deletions shown in strike-through):
“Section 5.3 Alternate Board Members. As specified in Section 5.A of the Agreement, an alternate may attend, participate, and vote at any meeting of any committee whenever the regular Governing Body member, for who they are designated to act as an alternate, is absent from the meeting. The Governing Body may appoint designated alternates of the Governing Body to serve on standing committees.”

BY-LAWS
OF

Section 1.4. Conflicts of Interest. The Authority shall adopt a Conflict of Interest Code.

ARTICLE II – OFFICERS
Section 2.1. Officers. The Officers of the Authority shall be the Chairperson, Vice Chairperson, Chief Executive Officer, Secretary, Auditor-Controller and Treasurer.

Section 2.5. Secretary. The Secretary shall be the Board Clerk. The Secretary shall keep the records of the Authority, shall act as Secretary at the meetings of the Authority and record all votes, and shall keep a record of the proceedings of the Authority in a journal of proceedings to be kept for such a purpose, and shall perform all incidents to the office. (Amendment No. 2: Resolution 2021-14)
Section 2.6(a). Treasurer. The Governing Body shall appoint a Treasurer to serve as the Treasurer of the Authority in compliance with the Act. Subject to the applicable provisions of any trust agreement, indenture or resolution providing for a trustee or other fiscal agent, the Treasurer is designated as the depository of the Authority to have custody of all the money of the Authority, form whatever source, and, as such, shall have the powers, duties and responsibilities specified in Section 6505.5 of the Act.
(Amendment No. 5: Resolution 2021-43)
Section 2.6(b). Auditor-Controller. The Governing Body shall appoint an Auditor-Controller in compliance with the Act who shall perform the functions of the auditor of the Authority, as such functions are set forth in Section 6505.5 of the California Government Code. (Amendment No. 5:

Resolution 2021-43)
As Auditor of the Authority, the Auditor shall draw warrants to pay demands against the Authority when the demands have been approved by the Governing Body and shall assure that there is strict accountability of all funds and reporting of all receipts and disbursements of the Authority.

Section 4.4. Public Hearings. All public hearings held by the Governing Body shall be held during regular or special meetings of the Governing Body.

Section 4.5. Adjourning Meetings and Continuing Public Hearings to Other Times or Places. The Governing Body may adjourn any meeting to a time and place specified in the order of adjournment. Less than a quorum may so adjourn from time to time. If all Governing Body members are absent from any regular meeting or adjourned regular meeting the Secretary or Acting Secretary of the Authority may declare the meeting adjourned to a stated time and place 4 and shall cause a written notice of the adjournment to be given in the same manner as provided for special meetings unless such notice is waived as provided for special meetings. A copy of the order or notice of adjournment shall be conspicuously posted on or near the door of the place where the meeting was held within 24 hours after the time of the adjournment. When a regular or adjourned regular meeting is adjourned as provided in this section, the resulting adjourned regular meeting is a regular meeting for all purposes. When an order of adjournment of any meeting fails to state the hour at which the adjourned meeting is to be held, it shall be held at the hour specified for regular meetings.

Section 4.6. Ralph M. Brown Act. The Ralph M. Brown Act applies to all meetings of the Governing Body.

AMENDMENTS
Amendment Amendment No. 1
Date March 18, 2021
7 Resolution Resolution 2021-12
Detail NOW THEREFORE, IT IS MUTUALLY AGREED THAT THE
FOLLOWING CHANGE IS HEREBY MADE IN THE BY-LAWS:

1. Section 2.8 shall be removed and replaced with the following:

2.8 General Counsel. The Governing Body shall select such attorney or firm of attorneys as it shall determine to act as the General Counsel to the Authority.

Amendment Amendment No. 2
Date April 15, 2021
Resolution Resolution 2021-14
Detail NOW THEREFORE, IT IS MUTUALLY AGREED THAT THE FOLLOWING CHANGE IS HEREBY MADE IN THE BY-LAWS:

1. Section 2.5 shall be removed and replaced with the following:

Amendment Amendment No. 3
Date April 15, 2021
Resolution Resolution 2021-17
8 Detail NOW THEREFORE, IT IS MUTUALLY AGREED THAT THE FOLLOWING CHANGE IS HEREBY MADE IN THE BY-LAWS:

1. Section 2.6 and Section 2.7 shall be removed and replaced with the following:

The Governing Body may combine both the positions of Treasurer and Auditor/Controller to be held by one officer or employee pursuant to Section 6505.6 of the Act.

Amendment Amendment No. 4
Date July 15, 2021
Resolution Resolution 2021-30
Detail NOW THEREFORE, THE FOLLOWING AMENDMENT IS HEREBY MADE TO THE BY-LAWS:

1. A new Section 2.10 shall be added as follows:

Date Amendment No. 5
Amendment November 18, 2021
Resolution Resolution 2021-43
9 Detail NOW THEREFORE, THE FOLLOWING AMENDMENTS ARE HEREBY MADE TO THE BY-LAWS: