Search

ARTICLE II
FORMATION OF CORPORATION

SECTION 1. Creation of Corporation. The Corporation will be formed by the filing of the
Articles of Agreement of the Corporation in the form set forth in Attachment B with the New

Hampshire Secretary of State.

SECTION 2. Purpose. The purpose of this Agreement is for Members to make the most efficient
use of their powers on a basis of mutual advantage through a corporation separate from, and for
which, the Members are not liable for the debts, liabilities, or obligations of the Corporation, except
to the extent they may have contracted with the Corporation to be liable thereafter. The Members
will form the Corporation to regulate and manage the affairs of the Corporation not inconsistent
with the laws of New Hampshire or the Articles of Agreement, in order to study, promote, develop,
conduct, operate, and manage energy-related programs, and to exercise all other powers necessary
and incidental to accomplishing this purpose. Without limiting the generality of the foregoing, the
Members intend for the Corporation to jointly exercise certain powers, privileges, and authorities
granted to municipalities and counties pursuant to NH RSA 33-B, NH RSA 53-E, NH RSA 53-F,
and NH RSA 374-D (and by reference NH RSA 33), all in accordance with NH RSA 53-A; to
assist Members in exercising their authorities under, and complying with, the provisions of NH
RSA 53-E in developing and implementing Electric Aggregation Plans and Programs, known as
CPAs; to provide supportive services and technical assistance to CPAs serving member
municipalities and counties; 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. The Corporation will be a non-stock, non-profit voluntary corporation.

ARTICLE Ill
POWERS

Powers under this Agreement shall be the same as provided for the Corporation as reflected in the
Articles of Agreement of the Community Power Coalition of New Hampshire, with the initial
text as set forth in Attachment B.

ARTICLE IV
MEMBERSHIP

SECTION 1. Members to Agreement. Each Member certifies that it intends to, and does,
contract with every other Member and, in addition, with such other Members as may later be
added. Each Member also certifies that the withdrawal or termination of any Member from this
Agreement does not affect this Agreement, each Member’s obligations under the Agreement, and
each remaining Member’s intent to contract with the other Members then remaining. Members
acknowledge that membership in the Agreement may change by the addition and/or withdrawal or
termination of Members. Prior to the initial Members Annual Meeting, each eligible entity upon
delivery of a certified authorization of participation in, and an executed, Agreement shall become
a Member as provided for in Sections 2 and 3 below.

SECTION 2. Membership Eligibility, Membership in the Agreement will be pursuant to the
same terms for Membership in the Corporation as reflected in the By-Laws.

-3.

SECTION 3. Additional Members. Any eligible entity may become a Member of the
Agreement pursuant to the same terms for Membership in the Corporation as reflected in the By-

Laws.

SECTION 4. Voluntary Withdrawal of Member. Voluntary withdrawal of a Member from the
Agreement shall be pursuant to the same terms for voluntary withdrawal of membership in the

Corporation as reflected in the By-Laws.

SECTION 5. Involuntary Termination of Member. Involuntary Termination of Member from
the Agreement shall be pursuant to the same terms for involuntary termination of membership in

the Corporation as reflected in the By-Laws.

SECTION 6. Continuing Obligations. Any withdrawn or terminated Member shall continue to
be liable for its obligations under any Project Contract and Cost Sharing Agreement(s) for the
remaining term of any such Contract or Agreement, and for any claims, demands, damages or
liabilities arising from the Member’s participation in the Corporation through the date of its
withdrawal or involuntary termination. The Member’s equity or deficit position while a participant
in any Project Contract will continue to be reflected in the records and reports of the Corporation.
The Corporation may withhold funds otherwise owing to the Member or may require the Member
to deposit sufficient funds with the Corporation, as reasonably determined by the Board, to cover
the Member’s liability for the costs described herein. Any amount of the Member’s funds held on
deposit with the Corporation above that required to pay any liability or obligation shall be returned
to the Member.

ARTICLE V
COST SHARING PRINCIPLES

SECTION 1. Fiscal Year. The fiscal year shail be the calendar year, subject to the Board’s
discretion to amend the Fiscal Year. Before changing the Fiscal Year, the Board shall confer with
the Treasurer and may confer with the auditor.

SECTION 2. Budget. The budget will be established pursuant to the terms reflected in the By-
Laws.

SECTION 3. Cost Sharing Agreements. An agreement shall be entered into between the
Corporation and each respective Member, uniform in all material respects, except with regard to
the scope of Member services and Project Contracts that each Member selects to participate in and
pay for, to ensure that the costs, expenses, debts, and liabilities (“costs”) directly or indirectly
incurred by the Corporation on such Member’s behalf are recovered through said Member’s CPA
revenues, or from revenues from grants or other third-party sources. Such costs shal! be classified
as:

(a) CPA Member Services Costs: costs incurred to provide the Complete Service Bundle, or such
services that CPCNH offers, shall be recovered directly from Member(s) for the period they
contract to receive such service(s). The Complete Service Bundle will include those services
CPAs will require to undertake and provide Electric Aggregation Plans and Programs, such as:
power supply procurement and management, data and billing, and customer service;

(b) General and Administrative Costs: costs described in Article V, Section 4 are incurred for
the common objectives of all Members of the Corporation, and are not incurred specifically in

-4.

connection with a particular Project, Project Agreement, or Member Service and shall be
allocated to, and recovered from, each Member on a pro rata basis in accordance with the
following formula: Member CPA’s Annual Retail Electricity Load divided by all Member
CPAs’ Annual Retai! Electricity Load; and

(© Direct Project Costs: costs incurred for a particular Project for designated Member(s) or costs
incurred pursuant to a Project Contract shall be recovered directly from the Member(s) that
participate in a particular Project or pursuant to the Project Contract that governs Member cost
responsibility for the Project.

SECTION 4. General and Administrative Costs. General and Administrative Costs include
those that have been incurred for the general operation and administration of the Corporation, and
other expenses of a general character, including but not limited to costs relating to: administrative
offices that serve the Corporation; Corporation-wide financial management, business services,
budget and planning, and personne! management; operations of the Corporation’s central
management information systems; general management of the Corporation, such as strategic
direction and member affairs, Board functions, accounting, procurement, and legal services;
operation and maintenance expense; depreciation and use allowances; and interest costs.

General and Administrative Costs do not include costs that relate solely to, or are incurred by, the
Corporation for CPA Member Services or as a result of any specific Project or Project Contract.
The intent of the Members is to ensure that all costs incurred by the Corporation that are directly
related to CPA Member Services will only be paid by the Members receiving such services or for
any specific Project will be paid only by the Project Participants of that specific Project. As such,
when an activity or cost generally included within the Genera! and Administrative Cost category
benefits CPA Member Services, a specific Project or Project Contract, or is performed or budgeted
for a specific Project or Project Contract, an appropriate adjustment shall be made to assure that
the proper portion of the cost of such activity is categorized and allocated as CPA Member Services
costs to a Member receiving such service, or as a Direct Project Cost to the Project Participants,
subject to cost allocation under the applicable Project Contract. The Members intend that all costs
of the Corporation that are not directly assigned for recovery to CPA Member Services, a specific
Project or Project Contract will be recovered as General and Administrative Costs.

SECTION 5. Member Advances, Contributions and Repayment. Upon the request or

approval of the Board, any Member may make payments, advances, or contributions to the
Corporation for any and all purposes set forth herein, and may contribute personnel, equipment or
property, in lieu of other contributions or advances, to assist in the accomplishment of one or more
of such purposes. All such payments, advances or contributions, whether in cash or in kind, shall
be made to, and may be disbursed or used by, the Corporation. Except as otherwise specified in
contracts with Members by the Board, the approved advances will be treated as indebtedness of
the Corporation and shall be payable and repaid as such.

SECTION 6. Refunds. No Member that withdraws or is terminated shall be entitled to a refund
of any payments made in connection with General and Administrative Costs.

SECTION 7. Funding of Initial Costs. Any Members that have funded activities necessary to
implement the Corporation may request that the Board consider reimbursing said Members for

said costs over a reasonable time period and shall provide such documentation of costs paid as the
Board may request.

ARTICLE VI
MEMBERSHIP MEETINGS

SECTION 1. Annual Meeting of the Members. Membership meetings in the Corporation as
reflected in the By-Laws shall substitute for, and fully satisfy, all membership meeting

requirements under this Agreement.

SECTION 2. Expenses. Each Member shall bear its own expenses, including the expenses of its
designated representative (s), for attendance at all regular and special meetings.

ARTICLE VII
BOARD OF DIRECTORS

SECTION 1. Powers and Duties. The business and affairs under the Agreement shall be
managed by a Board of Directors of the Corporation, which shall have and may exercise all the
powers of the Corporation, except as otherwise provided by law, by the Articles of Agreement, by
the Corporation By-Laws, or by this Agreement. Al! matters pertaining to the Board of Directors
shail be as specified in the Articles of Agreement and the Corporation By-Laws.

SECTION 2, Compensation. There shall be no compensation of participating Members under
the Agreement as provided in the Corporation By-Laws.

ARTICLE VIII
EMPLOYEES AND AGENTS

SECTION 1. Chief Executive Officer. The Board of Directors shall appoint a Chief Executive
Officer, or such other position as determined by the Board, in accordance with the terms of the
Articles of Agreement and the Corporation By-Laws.

SECTION 2, Employees and Other Agents. The Board of Directors may appoint, from time to
time, such employees and other agents as it shall deem necessary, in accordance with the terms of
the Articles of Agreement, the Corporation By-Laws, and this Agreement.

ARTICLE IX
COMMITTEES

SECTION 1, Establishment. The Board of Directors may, by resolution adopted at any meeting,
create any standing committee. The Board of Directors or Executive Committee may establish
any special or ad hoc committee. A majority of members of any committee shall constitute a
quorum. Unless the Board otherwise designates, committees shall conduct their affairs in the same
manner as provided in this Agreement and the By-Laws for the Board to the extent applicable.

SECTION 2. Appointment. Except as otherwise provided in this Agreement, the Chair shall
appoint the members and chairs of each committee, subject to approval or modification by the
Board, or, in the case of a special or ad hoc committee, by the Executive Committee. Appointments
to standing committees shall be for one-year terms, with each term beginning at the conclusion of
the Annual Meeting, or as close to thereof as practicable, and ending at the conclusion of the

following year’s Annual Meeting.
SECTION 3. Committee Meetings. Meetings of committees may be called at any time by the

-6-

respective chairperson of each committee, or by the Chair, provided that notice is given to all
members of the committee in person, by telephone, or by electronic mail at least 24 hours in
advance of the meeting. All committee meetings shall comply with New Hampshire’s Right-to-
Know Law, NH RSA 91-A, and as it may be amended. Reports of committee meetings shall be
presented to the Board at its next regular meeting, and each committee shall furnish copies thereof
to the Secretary to be maintained with the records of the Corporation. Any committee member
may participate ina meeting of the committee by means of a conference telephone, video or similar
communications equipment allowing all persons participating in the meeting, including the public,
to hear each other at the same time, to the extent allowed by NH RSA 91-A, and participation by
such means shall constitute presence in person at a meeting. Unless the Board shall otherwise
provide, the standing committees shall have the power to establish their own rules of procedure
and to determine the time and place of their meetings.

SECTION 3. Executive Committee. At such time as membership in the Corporation exceeds
11 (eleven) Members, there shall be an Executive Committee consisting of the Chair, the Vice
Chair, the Treasurer, the Secretary, and the Immediate Past-Chair. If the Immediate Past-Chair is
no longer a Director of the Board or declines to serve on the committee, another Director may be
appointed to serve on the committee. The Chair, Vice Chair, Treasurer, and Secretary shall serve
on the committee during their terms in office. Other members shall be appointed for one-year
terms and may serve consecutive terms. The Executive Committee shal! have authority to exercise
all powers of the Board between meetings of the Board but shall exercise such authority only when
action is required before the next scheduled Board meeting. All actions taken by the committee
shall be reported to the Board at the next meeting of the Board. Further, the committee shall have
no authority to take any of the following actions:

(a) Elect or remove any Director or officer, including the filling of a vacancy.

(b) Terminate, hire, or take any other action with respect to the employment status of the
Chief Executive Officer.

(c) Adopt or materially amend the Corporation’s budget.
(ad) Amend or terminate the Agreement.

(e) Repeal or adopt any amendment to the Corporation’s Articles of Agreement or By-
Laws; or

(f) Approve any merger, reorganization, liquidation, dissolution, or disposition of substantially
all the Corporation’s assets.

SECTION 4. Finance Committee. There shall be a Finance Committee consisting of at least
two Directors or alternates, one of whom shall be the Treasurer, who shall serve as chairperson of
such Committee. The committee shall advise the Treasurer and the Board as to the investments,

budget, and general fiscal policy of the Corporation.

SECTION 5. Audit Committee. There shall be an Audit Committee consisting of no fewer than
two and no more than six Directors or alternates. The committee shall oversee the quality and
integrity of the Corporation’s accounting, auditing and reporting practices, shall cause an
independent financial report of the accounts and records of the Corporation to be made by a
certified public accountant or public accountants each fiscal year, which shall be provided to
Directors and to Members at the Annual Meeting. The Corporation shall consider the budget
amount necessary for such financial reports as determined by the Audit Committee. The specific

-7-

powers and responsibilities of the Audit Committee shall be specified in an Audit Committee
Charter, which shall be adopted from time to time by the Members at the Annual Meeting.

SECTION 6. Regulatory and Legislative Affairs Committee, There shall be a Regulatory and
Legislative Affairs Committee consisting of no fewer than two Directors along with a number of
Members determined at the Annual Meeting. The committee shall be responsible for monitoring
and advising the Corporation and Members in regard to regulatory and legislative engagement and
shall have specific powers and responsibilities as specified in a Regulatory and Legislative Affairs
Committee Charter, which shall be adopted from time to time at the Annual Meeting. This
committee shall also appoint representatives of the Corporation to serve on statutory commissions,
study commissions, and other boards and commissions created by the state legislature.

SECTION 7. Risk Management Committee. There shall be a Risk Management Committee
consisting of the Chair, the Treasurer, and such other Directors and members as the Board
determines. The committee shall develop and recommend to the Board within one year of the
Effective Date of this Agreement, and at least biennially thereafter, an Enterprise Risk
Management Policy, and shall perform such tasks as, reviewing major risk exposures and
monitoring the steps taken to control said exposures. The Risk Management Committee shall
commission an independent agent to conduct and deliver to the Board and to the Members at the
Annual Meeting an evaluation of the operational performance of the Corporation relative to the
Enterprise Risk Management Policy and as otherwise requested by the Board. The Corporation
shall budget an amount necessary for the evaluation as determined by the Risk Management
Committee, which shall cause to be hired a firm or individual that has no other direct or indirect
business relationship with the Corporation, The evaluation shall be conducted at least once every
two years, starting within three years of the initial provision of electricity supply to a Member and
no individual or firm may be hired to conduct more than two consecutive evaluations. The Risk
Management Committee shall act upon a majority vote of the Member Directors of the Committee.

SECTION 8. Governance Committee. There shall be a Governance Committee consisting of
no fewer than three and no more than six Directors or alternates. The committee shall assist the
Members in recruitment of Board Directors; determine eligibility of nominees for consideration of
Directorship; monitor the effective functioning of the Board and committees; conduct regular
Board orientations and evaluations; periodically review and recommend amendments to this
Agreement; and advise the Board and Members, through the Annual Meeting, on governance
issues. The Governance Committee shall be comprised of at least one Director each from a city, a

town, and a county.

SECTION 9. Other Committees, Other committees may be established and abolished as
necessary by the Board and given such authority as the Board determines appropriate, subject to
the provisions of this article, and except that the authority of the Board itself shall not be delegated
to any committee other than the Executive Committee. In the case of such committees established
by the Board, it shall not be necessary for a committee member to also be a Member or a Director.

SECTION 10. Project Committees, The power to oversee implementation of Projects is
delegated to Project Committees as set forth in this Agreement.

ARTICLE X
PROJECTS

SECTION 1. Projects. The Board may establish Projects and Study Projects (collectively, for
-8-

3. PERIOD OF PERFORMANCE. Independent Contractor shall perform and complete all work by 16 weeks
after Notice to Proceed which date shall only be altered by mutually approved written agreement to extend
the period of performance or by termination in accordance with the terms of the contract. Professional
Engineer shall begin performance upon receipt of an Executed Contract and a valid Purchase Order issued
from the City of Nashua.

4. COMPENSATION. Independent Contractor agrees to perform the work for a total cost not to exceed

Dollars ($ 189,854)

The Contract Sum shall include all items and services necessary for the proper execution and completion
of the Work.

Unless Independent Contractor has received a written exemption from the City of Nashua, Independent
Contractor shall submit an itemized Application for Payment for operations completed in accordance with
the values stated in the Agreement. Such applications shall be supported by such data substantiating the
Independent Contractor’s right to payment as the City of Nashua may reasonably require. Independent
Contractor shall submit monthly requests for payment for services performed under this agreement
directly to:

> Electronically via email to VendorAPInvoices@NashuaNH.gov

OR

> Paper Copies via US Mail to:

City of Nashua, City Hall
Accounts Payable

229 Main Street

Nashua, NH 03060

Please donot submit invoices both electronically and paper copy.

In addition, and to facilitate the proper and timely payment of applications, the City of Nashua requires
that all submitted invoices contain a valid PURCHASE ORDER NUMBER.

Applications for Payment shall be submitted no later than fifteen (15) days after the end of each month.
The City of Nashua will pay for work satisfactorily completed and accurately invoiced by Independent
Contractor within thirty (30) days from the time of approval by the City of Nashua.

5. EFFECTIVE DATE OF CONTRACT. This contract shall not become effective upon the date of execution
by the City of Nashua.

6. NOTICES. All notices, requests, or approvals required or permitted to be given under this contract
shall be in writing, shall be sent by hand delivery, overnight carrier, or by United States mail, postage
prepaid, and registered or certified, and shall be addressed to:

AG 2 of 3

purposes of this Article X only both are referred to as “Projects”) within the purpose and power of
the Corporation and to adopt general policy guidelines for their implementation. ‘‘Project
Contracts” means contracts between and among the Corporation and its Members for the Projects.
Nothing contained in a Project Contract shall obligate non-participating Members in any respect
with the Project.

SECTION 2. Right to Participate in Projects, The Board shall provide at least thirty (30) days
prior written notice to all Members, unless such notice is otherwise waived, before any Project
may be considered for adoption by a vote of the Board. Once a Project is approved by the Board,
all Members shall have the right, but not the obligation, to participate in a pro rata share in the
Project in relative proportion to the electric load of each Member. If a Project is not fully
subscribed, the unsubscribed portion may be divided among the participating Members in the
Project that seek a greater participation share in the same proportion as the original allocation until
a project is fully subscribed. Each Member’s participation share allocation for the Project shall be
based on the financial commitments made by the participating Members or as otherwise may be
agreed by the participating Members in a particular Project. Once the Project is fully subscribed
or the time to participate has closed, (i) the Treasurer will calculate the number of Project Votes
each Member has in the Project, and (ii) the Chief Executive Officer, at the direction of the
participating Project Members, will lead the negotiation of the agreements with the Project’s
vendors, developers and/or consultants and assist with coordinating the Project Contracts amongst
the participating Members and the Corporation. All expenses, rights, and obligations to any
specific Project as among the participating Project Members will be as provided through Project
Contract that will be separate and distinct from this Agreement. A Project that is fully subscribed
or for which the initia] time to participate has closed may remain open to new Members to join
subject to, and under the terms of, the Project Contract.

SECTION 3. General Project Voting Guidelines. The following guidelines apply to afl Projects
established by the Corporation:

(a) The Members that participate in a Project will all collectively agree, in Project Contract(s)
separate from this Agreement, to what extent they will assume any obligations, debts and
liability incurred in connection with the formation and/or implementation of such Projects.
Nothing in this Agreement requires joint and several liability or imposes any liability on
any Member with respect to any Project or Project Contract. The impact of a defaulting
Member to any Project Contract shall be solely limited by, and governed according to, the
terms for default covered in the Project Contract for the applicable Project.

(b) Once a Project is fully subscribed or the time to participate has closed, as set forth in
Section 2 herein above, all Project Matters regarding the Project shall be decided by 80%
of the Project Votes cast thereon; provided that if one party controls more than 80% of the
vote, then another party shall be required to vote in the affirmative for any action to be
taken to prevent one party from controlling the outcome of the vote. Each Director shall be
entitled to cast all or any portion of the number of such Director’s Project Votes.

SECTION 4. Transfer of Participating Member Project Contract Interests. Subject to the
terms of any financing for a Project, a Project Contract may provide for a Member’s transfer of an
interest in a Project to other Members participating in the Project Contract and, if such transfer is
not fully subscribed by such participating Members, to other Members. Project Contracts shall
not permit the transfer of a participating Member’s participation interest in a Project Contract to

-9-

any entity that does not qualify for membership in the Corporation or that would adversely affect
the tax status of the Corporation.

SECTION 5. Project Committees. There will be a Project Committee for each Project consisting
of one Director or alternate from each participating Member, which shal! adopt procedures for the
committee to follow as deemed appropriate for the Project.

ARTICLE XI
BONDS AND NOTES

The Corporation shall have the power to facilitate for Projects or directly issue, sell, and deliver
bonds in accordance with the provisions of NH RSA 33-B, RSA 53-E, RSA 53-F, and RSA 374-
D, for the purpose of acquiring, financing, performing or constructing one or more Projects and to
issue notes for the purpose of financing one or more Study Projects and for the purpose of
providing temporary financing of costs of development, construction or acquisition of one or more
Projects. The terms and conditions of the issuance of any such bonds or notes shal! be set forth in
such resolution, indenture, or other instrument, as required by law and as approved by the Board,
provided that any such bond or note issuance is approved by participating Members’ goveming
and legislative bodies as required by statute and all such debts, liabilities and obligations shall be
non-recourse to any and all of the Members except as expressly agreed to by such Members
through a Member’s Cost Sharing Agreement or Project Contract or by the terms of legislative
body approvals required by statute.

ARTICLE XII
LIMITATION ON LIABILITY OF MEMBERS

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.

ARTICLE XIII
ACCOUNTS AND REPORTS

SECTION 1. Establishment and Administration of Funds. The Corporation is responsible for
the strict accountability of all funds and reports of all receipts and disbursements, The Board is
authorized to select such depositories as it shall deem proper for the funds of the Corporation and
will comply with every provision of law relating to the establishment and administration of funds,
provided that all funds of the Corporation shall be held in separate accounts in the name of the
Corporation. The Corporation shall establish and maintain such funds and accounts as may be
required by good accounting practice or by any provision of any resolution, indenture or other
instrument of the Corporation securing its bonds or notes, except insofar as such powers, duties
and responsibilities are assigned to a trustee appointed pursuant to such resolution, indenture or
other instrument. The books and records of the Corporation shal] be open to inspection at all
reasonable times to each Member and its representatives. All the books, records, accounts and
files referred to in this Article XIII shall be open to the inspection of holders of bonds or notes of
the Corporation to the extent and in the manner provided in the resolution, indenture or other
instrument providing for the issuance of such bonds or notes.

-10-

SECTION 2. Checks, Notes and Contracts. The Board shall determine who shall be authorized
on behalf of the Corporation to sign bills, notes, receipts, acceptances, endorsements, checks,
releases, contracts and documents.

ARTICLE XIV
TERM; TERMINATION; LIQUIDATION; DISTRIBUTION

This Agreement shall become effective (the “Effective Date”) when at least two Members execute
this Agreement. This Agreement shall continue in full force and effect until terminated by
dissolution and liquidation of the Corporation, and distribution of any net proceeds, as provided
for in Article XI of the By-Laws.

ARTICLE XV
INDEMNIFICATION AND INSURANCE

Indemnification and insurance shall be as provided for in Article XIII of the By-Laws.

ARTICLE XVI
AMENDMENTS, SUCCESSORS AND ASSIGNS

SECTION 1. Successors and Assigns. This Agreement shall be binding upon and shall inure to
the benefit of the successors and assigns of the Members. No Member shall assign its interest in
this Agreement to an entity that is not a Member or that is not eligible to become, and demonstrates
an intent to become, a Member. No Member may assign any right or obligation hereunder without
the consent of all other Members, provided that such consent shall not be unreasonably withheld.
The immediately preceding sentence shall not affect, in any respect, any right of the assignment
under any Project Contract between any Member and the Corporation.

SECTION 2. Amendments. Subject to any requirements of law or indenture authorizing the
issuance of Bonds, this Agreement may be amended at any time and from time to time by an
written amendment approved by at least 2/3 (two-thirds) of the votes cast at an Annual Meeting at
which a quorum is present, provided that no amendment shall be adopted upon the dissenting vote
of two or more Members totaling 50% (fifty percent) or more of the population of all Members as
based upon the most recent population census. This Article XVI Section 2 and Articles XII, XIV
and XV may not be amended unless such amendment is approved by the governing body of each

Member.

ARTICLE XVII
GENERAL PROVISIONS

SECTION 1. Breach of Agreement. If a Member defaults in any undertaking contained in this
Agreement, such default shall not excuse such Member from fulfilling its obligations under this
Agreement, Cost Sharing Agreement, or Project Contract(s) and each Member shall continue to be
liable for the performance of all conditions herein and therein contained. Each Member hereby
declares that this Agreement is entered into for the benefit of the Corporation created hereby and
each Member hereby grants to the Corporation the right to enforce by whatever lawful means the
Corporation deems appropriate all of the obligations of each of the Members hereunder. Each and
all of the remedies given to the Corporation hereunder or by any law now or hereafter enacted are

-[]-