Search

cumulative and the exercise of one right or remedy shall not impair the right of the Corporation to
any or all other remedies.

SECTION 2. Dispute Resolution. The Members and the Corporation shall make reasonable
efforts to settle all disputes arising out of, or in connection with, this Agreement. Before exercising
any remedy provided by Jaw, a Member or Members and the Corporation shall engage in
nonbinding dispute resolution or in a manner agreed upon by the Member or Members and the
Corporation. The Members agree that each Member may specifically enforce this provision,
Article XVI, Section 2, Dispute Resolution. In the event that dispute resolution is not initiated or
does not result in a resolution within 60 days after a written request for dispute resolution, any
disputing Member or the Corporation may pursue any remedies provided by law.

SECTION 3. Notices. Any notice given pursuant to this Agreement shall be in writing and shall
be dated and signed by the Member giving such notice. Notices to the Corporation shall be
delivered to the Corporation's principal place of business, as identified in Attachment E. Notice
to each Member under this Agreement is sufficient if mailed to the Member and separately to the
Member’s Director to their respective addresses on file with the Corporation. All written notices
sent in the prescribed manner will be deemed given to a Member or the Corporation on whichever
date occurs first: (1) the date of personal delivery; (2) the third business day following deposit in
the U.S. mail, when sent by “first class,” postage prepaid, or faster delivery method; or (3) the date
of transmission, when sent electronically, including by email or facsimile.

SECTION 4. Severability, Should any portion, term, condition, or provision of this Agreement
be determined by a court of competent jurisdiction to be illegal or in conflict with any law of the
State of New Hampshire, or be otherwise rendered unenforceable or ineffectual, each and all of
the remaining portions, terms, conditions, and provisions of this Agreement shall not be affected
thereby and shall remain in full force and effect to the maximum extent permitted by law.

SECTION 5. Section Headings. The section headings herein are for convenience only and are
not to be construed as modifying or governing the language in the section to which they refer of
this Agreement.

SECTION 6. Governing Law. This Agreement is made and to be performed in the State of New
Hampshire, and as such New Hampshire substantive and procedural law shall apply.

SECTION 7. Execution by Counterparts. This Agreement may be executed in any number of
counterparts, and upon execution by the Corporation and Member, each executed counterpart shall
have the same force and effect as an original instrument and as if all Members had signed the same
instrument. Any signature page of this Agreement may be detached from any counterpart of this
Agreement without impairing the legal effect of any signatures thereon and may be attached to
another counterpart of this Agreement identical in form hereto but having attached to it one or

more signature pages.

REFERENCE TO Joint Powers Agreement

Reference in this Joint Powers Agreement shall include all amendments thereto or changes thereof
unless specifically excepted.

-12-

Attachment A: Definitions

“Annual Retail Electricity Load” means the annual amount of metered electricity delivered
to retail consumers and supplied through the Member CPA during the most recent 12 whole
months, or if less than 12 whole months of load have been supplied, an annual amount
extrapolated from the most recent whole months.

“Articles of Agreement” means the Articles of Agreement of Community Power Coalition
of New Hampshire, a New Hampshire Nonprofit Corporation to be formed pursuant to NH
RSA 292:2 as initially set forth in Attachment B.

“By-Laws” means the by-laws of the Corporation as initially set forth in Attachment C.

“Corporation” means Community Power Coalition of New Hampshire and may be referred
to as CPCNH.

“Electric Aggregation Plans and Programs” means such services municipalities and
Counties undertake pursuant to NH RSA 53-E,

“Member Directors” means Directors appointed by a Member of this Agreement.

“Project Matter” means a matter for decision by the Members subscribed to a Project or
Study Project involving a question or matter pertinent to considering, entering, studying,
planning, financing, developing, acquiring, constructing, reconstructing, improving,
enlarging, bettering, operating or maintaining the Project or Study Project as to which there
shall be one or more Project Contracts.

“Project Votes” means the number of votes a Member shall be entitled to cast with respect
to a Project Matter. Each Member shall be entitled to cast that number of votes, with
respect to a Project Matter, computed as follows: That number of votes (rounded to the
next higher whole number) equal to 1000 multiplied by the result of dividing (i) the amount
of the Member’s financial commitment in the Project or Study Project to which the Project
Matter relates, by (ii) the aggregate amount of all Members’ then existing financial
commitments in such Project or Study Project. In the event that such a calculation is being
made with respect to a Project (other than a Study Project) prior to the date of
commencement or commercial operation of the Project, as applicable, such calculation
shall be made as of the anticipated date of commencement or commercial operation of such
Project.

“Study Project” means one or more proposed Projects as to which the Corporation
undertakes to make studies or to acquire options or permits and to incur other preliminary
costs prior to the undertaking of the solicitation, construction or acquisition of such
proposed Project or Project.

-1]3-

Attachment B: Articles of Agreement

The State of New. Hampshire
Recording Fee: $25.00 RSA 292:2

ARTICLES OF AGREEMENT
OF

COMMUNITY POWER COALITION OF NEW HAMPSHIRE
A NEW HAMPSHIRE NONPROFIT CORPORATION

THE UNDERSIGNED, being persons of lawful age, associate under the
provisions of the New Hampshire Revised Statues Annotated, Chapter 292 by the
following articles:

FIRST: The name of the corporation shall be “Community Power Coalition of
New Hampshire” (abbreviated “CPCNH”).

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
Ageregations (“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. This voluntary corporation is formed to carry out the objectives and purposes
of the Community Power Coalition of New Hampshire Joint Powers Agreement executed on or
before its effective date of ___, 2021 pursuant to RSA 53-A (the “JPA”).

THIRD: The provisions for establishing membership and participation in the
corporation are as follows:

Pursuant to NH RSA 53-E members of CPCNH may include counties, cities,
towns, unincorporated places, and village districts within the state and any grouping
of such entities operating pursuant to NH RSA 53-E:3, Il(b). Any of the foregoing may
become a Member upon complying with the requirements established by the CPCNH

Board of Directors.
Each Member shall have one vote at all Member meetings.

-14- Page tof5

Attachment B: Articles of Agreement

The initial board of directors shall be the incorporators. The board of directors
shall establish a code of by-laws not inconsistent with these Articles of Agreement or
the provisions NH RSA 292 as amended, for the governance of the corporation.

These Articles of Agreement may be amended by a vote of the two-thirds of the
Members at a Member meeting.

FOURTH: The provisions for disposition of the corporate assets in the event of
dissolution of the corporation including the prioritization of rights of shareholders and
members to corporate assets are:

In the event of dissolution, all net proceeds from the liquidation of the
assets and property of CPCNH and any remaining assets shall be conveyed to
its Members that remain at the time of dissolution as is determined by the Board in
accordance with law. No Director, Officer, committee member, employee, or
individual connected with CPCNH shall be entitled to share in the liquidation or
distribution of any of the assets of CPCNH upon its dissolution.

FIFTH: The New Hampshire principal address at which the business of this
corporation is to be carried on is:

Principal Mailing address is:

Business Email is info@cpcnh.org.

¥_ Please check if you would prefer to receive the courtesy Nonprofit Report
Reminder by email.

SIXTH: The amount of capital stock, if any, or the number of shares or
membership certificates, if any, and provisions for retirement, reacquisition and
redemption of those shares or certificates are: There is no capital stock, shares, or
membership certificates.

SEVENTH: The powers of the Corporation shall include the following:

7.1. Receive contributions and donations of property, funds, services, and other
forms of assistance from any source;

7.2 Employ agents and employees;

7.3 Lease real or personal property as lessee and as lessor;

-15- Page 2 of 5

Attachment B: Articles of Agreement

7.4 Acquire, contract, manage, maintain, sell, or otherwise dispose of real and
personal property and operate any buildings, infrastructure, works, or improvements;

7.5 Receive, collect, invest, and disburse moneys;

7.6 Make and enter into contracts;

7.7 Sue and be sued in its own name;

7.8 Establish, operate, maintain and/or fund energy-related programs;

7.9 Make and enter into service agreements relating to the provision of services
necessary to plan, implement, operate, and administer CPCNH’s affairs;

7.10 Apply for, accept, and receive all licenses, permits, grants, loans, or other
aids from any federal, state, or local public agency;

7.11 Submit documentation and notices, register, and comply with orders,
tariffs, and agreements for the establishment and implementation of community power
aggregations and other energy related programs;

7.12 Acquire, purchase, finance, offer, arrange, construct, maintain, utilize
and/or operate one or more Projects as that term is defined in the JPA;

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;

7.15 Form subsidiary or independent entities to carry out energy supply, energy
conservation and other energy-related programs that may be conducted by CPCNH;

7.16 Intervene in germane regulatory proceedings on behalf of itself and its
Members;

7.17 Engage in germane legislative activity, but shall not under any circumstance
directly or indirectly participate or intervene in any political campaigns on behalf of or
in opposition to any candidate for public office;

7.18 Assign, delegate, or contract with a Member or third party to perform any
of the duties of the Board, including, but not limited to, acting as administrator of the
Corporation;

7.19 Carry out other duties as required to accomplish other responsibilities as set
forth in the JPA;

7.20 Exercise all other powers necessary, proper, and lawful to carry out the
Articles of Agreement; and

-16- Page 3 of 5

Attachment B: Articles of Agreement

7.21 Defend, hold harmless, and indemnify, to the fullest extent permitted by
law, each Member from any liability, claims, suits, or other actions.

EIGHTH: Provision eliminating or limiting the personal liability of a director, an
officer or both, to the corporation or its shareholders for monetary damages for breach
of fiduciary duty as a director, an officer or both is as follows:

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.

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.

NINTH: Signatures and post office address of each of the representatives of the
governmental entities associated together to form the corporation:

Signature and Name Post Office Address
1.
Signature Street
Name (please print) City/Town/State/ Zip
2.
Signature Street
Name (please print) City /Town/State/ Zip

-17- Page 4 of 5

Attachment B: Articles of Agreement

3.
Signature Street
Name (please print) City/Town/State/Zip
4.
Signature Street
Name (please print) City/Town/State/ Zip
5.
Signature Street
Name (please print) City /Town/State/ Zip

Note: At least five signatures are required.

DISCLAIMER: All documents filed with the Corporation Division become public records and
will be available for public inspection in either tangible or electronic form.

Page 5 of S
-18-

CITY OF NASHUA REPRESENTATIVE: REPRESENTATIVE:
Captain Robert Page Mr. Eric Peerson — Vice President — Sr. PM

Any notice required or permitted under this contract, if sent by United States mail, shall be deemed to be
given to and received by the addressee thereof on the third business day after being deposited in the mail.
The City of Nashua or Independent Contractor may change the address or representative by giving written
notice to the other party.

IN WITNESS WHEREOF, the parties hereto have caused this contract to be signed and intend to be legally
bound thereby.

City of Nashua, NH (signature) (signature)

James Donchess, Mayor
(Printed Name and Title) {Printed Name and Title)

Date Date

AG3of3

Attachment C: By-Laws

BY-LAWS
of the

COMMUNITY POWER COALITION
OF NEW HAMPSHIRE

ARTICLE I
NAME

The name of the corporation shall be the Community Power Coalition of New
Hampshire (“CPCNH”).

ARTICLE II
PURPOSE AND POWERS

Section 2.1 Purpose

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 Aggregations; 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 community power aggregations in advancing such policies
and actions for the common good.

Section 2.2 Community Power Coalition of New Hampshire Joint Powers
Agreement

This voluntary corporation is formed to carry out the objectives and purposes of
the Community Power Coalition of New Hampshire Joint Powers Agreement effective
on. CC, 2021 (the “JPA”).

Section 2.3 Powers

CPCNH is authorized, in its own name, to do all acts permitted under NH RSA
53-A, as amended from time to time, such other provisions of New Hampshire law not
inconsistent with NH RSA 53-A, as well as any act necessary, consistent with New
Hampshire law, to fulfill the purposes set forth in Section 2.1 above, including but not
limited to, each of the following:

Page 1 of 14
19.

Attachment C: By-Laws

2.3.1 Receive contributions and donations of property, funds, services, and other
forms of assistance from any source;

2.3.2 Employ agents and employees;
2.3.3 Lease real or personal property as lessee and as lessor;

2.3.4 Acquire, contract, manage, maintain, sell, or otherwise dispose of real and
personal property and operate any buildings, infrastructure, works, or improvements;

2.3.5 Receive, collect, invest, and disburse moneys;

2.3.6 Make and enter into contracts;

2.3.7 Sue and be sued in its own name;

2.3.8 Establish, operate, maintain and/or fund energy-related programs;

2.3.9 Make and enter into service agreements relating to the provision of services
necessary to plan, implement, operate, and administer CPCNH’s affairs;

2.3.10 Apply for, accept, and receive all licenses, permits, grants, loans, or other
aids from any federal, state, or local public agency;

2.3.11 Submit documentation and notices, register, and comply with orders,
tariffs, and agreements for the establishment and implementation of community power
aggregations and other energy related programs;

2.3.12 Acquire, purchase, finance, offer, arrange, construct, maintain, utilize
and/or operate one or more Projects as that term is defined in the JPA;

2.3.13 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;

2.3.14 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;

2.3.15 Form subsidiary or independent entities to carry out energy supply,
energy conservation and other energy-related programs that may be conducted by

CPCNH;

2.3.16 Intervene in germane regulatory proceedings on behalf of itself and its
Members;

2.3.17 Engage in germane legislative activity, but shall not under any
circumstance directly or indirectly participate or intervene in any political campaigns
on behalf of or in opposition to any candidate for public office;

Page 2 of 14
-20-