Attachment F — List of Project Contracts
The following is the List of Project Contracts entered into by Community Power New
Hampshire:
1. [Project Contact No. 1: Reserved]
2. [Project Contact No. 2: Reserved]
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Attachment G — Notices to Corporation
All notices to the Corporation shall be provided to its current corporate address, as follows:
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RSA 53-A — AGREEMENTS BETWEEN GOVERNMENT UNITS
¢ 53-A:1 Purpose. — It is the purpose of this chapter
to permit municipalities and counties to make the
most efficient use of their powers by enabling them to
cooperate with other municipalities and counties on a
basis of mutual advantage and thereby to provide
services and facilities in a manner and pursuant to
forms of governmental organization that will accord
best with geographic, economic, population and other
factors influencing the needs and development of
local communities.
53-A:3 Joint Exercise of Powers. Any power
or powers, privileges or authority exercised or
capable of exercise by a public agency of this
state may be exercised jointly with any other
public agency of this state. ...
Law details requirements for JPAs.
RSA 53-A:3, V. Every agreement made hereunder
shall, prior to and as a condition precedent to
its entry into force, be submitted to the
attorney general who shall determine whether
GORDON J MACDONALD
the agreement is in proper form and compatible
with the laws of this state.
ATTORNEY GENERAL
DEPARTMENT OF JUSTICE
33 CAPITOI, STREET
CONCORD. NEW HAMPSHIRE 01901-6397
JANE £E. YOUNG
ATTORNEY CFNFRAI DRPUTY ATTORNEY GENKRAT
January 4, 2021
Shaun Mulholland, City Manager
Civ of Lebanon
51 North Park Street
Lebanon, STI 03766
Re: Joint Powers Agreement for Community Power Coalition
Dear Manager Mulholland:
Please be ads ised that pursuant to RSA 53-A:3, V, this Office hereby approves the
enclosed Joint Powers Agr pertaining to the proposed agr submitted to this Office
on December 29. 2020 for the creation of a Community Power Coalition for developing and
implementing electric aggregation plans between the City of Lebanon. Town of Hanover, City of
Nashua, and Cheshire County.
Sincerely.
ites
Wa doe f
Nicholas A. Chong Yea
Assistant Attomev General
10
CPCNH Joint Power Agreement (JPA) — Outline of Key Sections
Recitals that lay predicates or reasons for entering
into the JPA. pp. 1-2
Outline of Documents included p.2
« Att. B: Articles of Agreement of CPCNH pp. 14-18
° Att. C: Corporation By-Laws pp. 19-32
Purpose of JPA & Art. IV - Membership p.3
Art. V - Cost Sharing Principles -- Cost sharing only
by Agreement — designed to mostly be covered by
margin on revenue for services. pp. 4-5
Art. VI-VIIl - Meetings, Board, Employees & Agents
— mostly dealt with in By-Laws. p. 6
Art. IX - Committees of Board detailed. pp. 8
Art. X - How Projects may be developed —
voluntary opt-in, w/ project specific contracts &
voting based on project share. pp. 8-9
Art. XI - Bond & Notes — for projects: must be
approved by project participant governing &
legislative bodies per law, non-recourse to
members unless expressly agreed to. p. 10
° Art. XII - Limitation of Liability: “No debt, liability,
or obligation of the Corporation shall be a debt,
liability, or obligation of any Member unless
otherwise specified and agreed to by individual
Members under a Cost Sharing Agreement or Project
Contract under this Agreement.” p. 10
Art. XII - Accounts & Reports: “. . . The books and
records of the Corporation shall be open to inspection
at all reasonable times to each Member and its
representatives. ...” p. 10
Art. XIV - Term — Effective after 2 communities
sign on and after AG approves. p.11
Art. XV - Indemnification and Insurance in By-
Laws p.11
Art. XVI - Amendments -- 2/3 of Members
voting at an Annual Meeting except veto by two
or more Members totaling 50% or more of the
population of all Members based upon the
most recent population census. Except
amending this article & XII, XIV and XV require
governing body OK of every member.
12
CPCNH JPA — Articles of Agreement (p. 14)
Incorporated as a NH nonprofit corporation per Secretary of State format
SECOND: The purpose of CPCNH is:
* to promote the common good and general welfare by supporting the economic vitality and
prosperity of local communities by enabling municipalities and counties to support and
jointly exercise authorities granted to them pursuant to NH RSA 33-B, NH RSA 53-E, NH
RSA 53-F, and NH RSA 374-D (including by reference NH RSA 33), all in accordance with
NH RSA 53-A;
* to assist member municipalities and counties in complying with the provisions of NH RSA 53-E
in developing and implementing Electric Aggregation Plans and Programs known as
Community Power Agegregations (“CPAs”);
* to provide supportive services and technical assistance to community power aggregations
serving member towns, cities, counties, unincorporated places, and village districts;
¢ and to support and promote public education and civic engagement by the residents and
businesses of member communities in developing and implementing energy and climate
policies and actions and the role of CPAs in advancing such policies and actions for the
common good.
13
CPCNH JPA — Articles of Agreement (pp. 15-17)
POWERS: (similar to other joint power agencies & governmental instrumentalities)
7.13 Incur debts, liabilities, and obligations, provided that all debts, liabilities
and obligations shall be non-recourse to any and all of the Members unless expressly
agreed to by such Members through a Member's Cost Sharing Agreement or Project
Contract as those terms are defined in the JPA;
7.14 Issue revenue bonds, and incur other forms of indebtedness including but
not limited to loans from private lending sources, pursuant to NH RSA 33-B, RSA 53-E,
RSA 53-F, and RSA 374-D, provided that any such bond or debt issuance is approved
by participating Members’ governing and legislative bodies as required by statute; . . .
7.21 Defend, hold harmless, and indemnify, to the fullest extent permitted by
law, each Member from any liability, claims, suits, or other actions.
14
CPCNH JPA — Articles of Agreement (p. 17)
Limitation of Personal Liability
EIGHTH:. . . There shall be no personal liability of a director, an officer, or
both, to the corporation for monetary damages for breach of fiduciary duty as a
director, an officer, or both, except with respect to:
1. Any breach of the director's or officer's duty of loyalty to the
corporation. [fiduciary & good faith governance duties]
2. Acts or omissions which are not in good faith or which involve
intentional misconduct or a knowing violation of law.
3. Any transaction from which the director, officer, or both, derived
an improper personal benefit.
15
CPCNH JPA — Initial By-Laws (pp. 19-29)
Art. 2 - Purpose & Powers repeat
Art. 3 - Membership:
3.5 Manner of Becoming a Member
pp. 19-21
p. 22
3.6 Designation of Member Representatives; Voting
- ONE VOTE PER MEMBER AS REQUIRED BY LAW
3.7-8 Withdrawal/Termination of Membership
Art. 4 - Membership Meetings pp. 22-23
4.6 All CPNH meetings to comply with RSA 91-A
Art. 5 - Board of Directors pp. 23-26
5.3 Composition: 5-21 w/1 Director per Member
until more than 21 members then:
- Annual elections of 11-21 Directors by Membership
- Staggered 3-year terms; no term limits
5.15 Board positions voluntary; compensation by
Member not precluded (e.g. could be an employee)
5.16 Director may not serve as CEO — 6 mo. stay-out
Art. 6 — Committees — Limitations p. 27
Art. 7 — Officers pp. 27-28
Elected annually by Board, 1 yr. term, 3 yr. term limit
- Chair, Immediate Past Chair, V. Chair, Sec. & Treas.
7.8 — Removal by 2/3 of Board if in interest of CPNH
Art. 8 — Chief Executive Officer p. 29
- Working title to be determined
- Serves at pleasure of Board
- Prior to hiring CEO Board may retain consultants,
interim staff, and/or an acting manager
Art. 9— Amendments to By-Laws p. 29
- Require 2/3 vote of Members @ membership mtg.
- Minimum 14 days advance notice.
- Amendments to this Article IX; Art. Xl — Dissolution,
Liquidation, and Distribution; and Art. XIll -
Indemnification & Insurance require approval of all
Member governing bodies.
16
CPCNH JPA — Initial By-Laws (pp. 30-32)
Art. 10 - Financial Report & Audits p. 30
- Annual independent financial report by CPA
required — provide to each Director & Member
Art. 11 — Dissolution & Liquidation p. 30
- Require unanimous consent of all Members
- Responsible winding-up required
- All remaining proceeds & assets to Members
Art. 12 — Conflict of Interest pp. 30-31
12.1 Duty to Disclose & Voting Requirements
12.2 Compliance with pecuniary benefit transactions
Statutes in NH law.
Art. 13 — Indemnification & Insurance p.31
- Broad Indemnification; exceptions consistent with
Articles of Agreement (e.g., breach of duty, bad faith,
intentional misconduct, improper personal benefit
13.2 Insurance required
¢ By-Laws crafted for compliance with NH law
regarding charitable trusts if deemed a
charitable entity by NH Attorney General.
Rather than charity status under IRS Code
§ 501(c)3, CPCNH is structured to qualify for
tax exemption under § 501(c)4 as a “social
welfare” organization that is created to carry
out governmental and utility type functions as
an affiliate of governmental entities that is
controlled exclusively by them and and is
accountable to them.
CPCNH expected to seek a private ruling letter
from IRS that it is exempt from taxation per IRS
Code §115 as a governmental instrumentality.
As such the By-Laws are drafted to require full
compliance with RSA 91-A. -
R-21-134
RESOLUTION
RELATIVE TO THE SUPPLEMENTAL APPROPRIATION OF $30,000 OF
UNANTICIPATED REVENUE INTO DEPARTMENT #160 “PUBLIC WORKS
ADMINISTRATION & ENGINEERING”
In the Year Two Thousand and Twenty-One
RESOLVED by the Board of Aldermen of the Citv of Nashua to appropriate $30,000 of
FY2021 unanticipated revenue from Department #160 “Public Works Administration &
Engineering”, Account #45999 “Miscellaneous Revenue” into Department #160 “Public Works
Administration & Engineering, Account #53107 “Architect and Engineering Services”.
