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Attachment C: By-Laws

ARTICLE X
FISCAL YEAR, FINANCIAL REPORTS, AND AUDITS
Section 10.1 Fiscal Year

As provided for under the JPA, the fiscal year shall be the calendar year, subject to
the Board’s discretion to amend the Fiscal Year.

Section 10.2 Financial Reports and Audits

As provided for under the JPA, an independent financial report by a
professional accounting firm of the books and records of CPCNH shall be conducted
each fiscal year, and a copy of such financial report shall be submitted to each Director
and the Members. A copy of such financial report may also be provided to others as
directed by the Chair. The Board shall determine when it is appropriate for audits to be
performed by professional accounting firms.

ARTICLE XI
DISSOLUTION, LIQUIDATION, AND DISTRIBUTION

CPCNH shall not be dissolved until such time as all principal of, and interest on,
bonds and other forms of indebtedness issued by CPCNH are paid in full or adequate
provision for such payment shall have been made in accordance with the instruments
governing such bonds and other forms of indebtedness. Thereafter CPCNH may be
dissolved upon the unanimous vote of all of the Members taken at a meeting of the
Membership called for that purpose; provided, however, that CPCNH shall continue to
exist after termination for the purpose of discharging or disposing of all claims and
obligations, liquidating and distributing all assets and property, and conducting all
other functions necessary to conclude the obligations and affairs of the CPCNH. In the
event of a vote for dissolution, the Board shall liquidate the business and assets and
the property of the Corporation as expeditiously as possible and distribute any net
proceeds and any remaining assets to any remaining Members in such manner as is
determined by the Board in accordance with law. The Board is vested with all
powers of the Corporation for the purpose of concluding and dissolving the business
affairs of the Corporation. No Member representative, 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.

ARTICLE XII
CONFLICT OF INTEREST

Section 12.1 Duty to Disclose and Voting Requirements
Any possible conflict of interest on the part of any Director or Officer of CPCNH,
shall be disclosed in writing to the Board and made a matter of record through an
annual procedure, and also when the interest involves a specific issue or transaction
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Attachment C; By-Laws

before the Board. Where the transaction involving a Director or Officer exceeds five
hundred dollars and no cents ($500.00) but is less than five-thousand dollars and no
cents ($5,000.00) in a fiscal year, a two-thirds (2/3) vote of disinterested Directors
approving the transaction is required. Where the transaction involved exceeds a value
of five thousand dollars and no cents ($5,000.00) in a fiscal year, then a two-thirds
(2/3) vote of disinterested Directors approving the transaction after publication of a
legal notice in a newspaper of general circulation in the community in which the
principal office of CPCNH is located (or if there is no such office, then in a newspaper of
general circulation throughout the state), and after written notice to the Office of the
Attorney General, Director of Charitable Trusts. Neither the interested Director nor any
other Director who had a pecuniary benefit transaction with CPCNH in the same fiscal
year shall be present for or participate either in the discussion or the actual vote
concerning the transaction and the minutes shall reflect the fact as well as the disclosure
of the Director's interest and the vote. Every new member of the Board will be advised
of this policy upon entering the duties of his and her office, and shall sign a statement
acknowledging, understanding and agreement to this policy. CPCNH shall keep a log
of the pecuniary benefit transactions occurring between it and Board Members.

Section 12.2 Other Statutory Requirements

The Board will comply with all applicable requirements of New Hampshire
laws dealing with pecuniary benefit transactions (NH RSA 7:19-a, II and 292:6-a) and
all such laws are incorporated in full into and made a part of this policy statement.
These requirements include, but are not limited to, (1) the absolute prohibition of
any loans to any Director or Officer of CPCNH; and (2) prohibition of any sale or
lease (for a term greater than five (5) years) or conveyance of real estate to or from a
Director or Officer, without the prior approval of the probate court. These
requirements extend to both direct and indirect financial interests.

ARTICLE XIII
INDEMNIFICATION AND INSURANCE

Section 13.1 Indemnification

Each Member (including its governing body), Member representative, Director,
Officer, committee member, employee, assignee, or agent of CPCNH, (and their
respective heirs, executors and administrators), shall be indemnified and held harmless
by CPCNH against any and all claims, demands, losses, costs, penalties, expenses
(including attorneys’ fees), judgments, damages and liabilities reasonably incurred by,
or imposed upon them in connection with any action, suit or proceeding to which they
may be made a party or with which they shall be threatened, by reason of their being,
or having been, a Member, Member representative, Director, Officer, committee
member, employee, assignee, or agent of CPCNH (whether or not they continues to be
a Member, Member representative, Director, Officer, committee member, employee,
assignee, or agent of CPCNH at the time such action, suit or proceeding is brought or

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Attachment C: By-Laws

threatened), arising in whole or in part, directly or indirectly from conduct in which
such Member, Member representative, Director, Officer, committee member,
employee, assignee, or agent has engaged in good faith. However, no such
indemnification shall apply in relation to any matter involving (i) a breach of their duty
of loyalty to CPCNH,; (ii) acts or omission which are not in good faith or which
involved intentional misconduct or a knowing violation of law; or (iii) a transaction
from which the Director, Officer, Member representative, committee member,
employee, assignee, or agent derived an improper personal benefit.

In the event of settlement of any such action, suit or proceeding brought or
threatened, such indemnification shall be limited to matters covered by the settlement
as to which CPCNH is advised by counsel that such Member, Member representative,
Director, Officer, committee member, employee, assignee, or agent is not liable for
misconduct as such, The foregoing right of indemnification shall be in addition to any
rights to which any Member (including its governing body), Member representative,
Director, Officer, committee member, employee, assignee, or agent may otherwise be
entitled,

Section 13.2 Insurance

CPNH shall self-provide or acquire insurance coverage as is necessary to
protect the interests of the CPCNH, the Members, employees, agents, and the public
and to indemnify such persons in instances in which they may be indemnified
pursuant to Section 13.1 in this Article XIII.

These By-Laws were approved by the Board on __, 2021.

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Attachment D: List of Members

The following entities are Parties to the Joint Power Agreement of Community Power Coalition
of New Hampshire:

1. City of Lebanon
2. Town of Hanover
3. City of Nashua
Cheshire County

wn

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Attachment E: Signatories

IN WITNESS WHEREOF, the Parties have executive this Joint Power Agreement for Community
Power Coalition of New Hampshire.

City of Lebanon, NH Cheshire County, NH

By: By:

Name: Name:

Title: Title:

Date: Date:

Town of Hanover, NH Town of ,NH
By: By:

Name: Name:

Title: Title:

Date: Date:

City of Nashua, NH Town of , NH
By: By:

Name: Name:

Title: Title:

Date: Date:

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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

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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.

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General Terms and Conditions

DEFINITIONS Unless otherwise required by the context, "Independent Contractor”, and its
successors, transferees and assignees (together “Independent Contractor”) includes any of the
Independent Contractor's consultants, sub consultants, contractors, and subcontractors

INDEPENDENT CONTRACTOR STATUS The parties agree that Independent Contractor shall have
the status of and shall perform all work under this contract as an Independent Contractor,
maintaining control over all its consultants, sub consultants, contractors, or subcontractors. The
only contractual relationship created by this contract is between the City of Nashua and
Independent Contractor, and nothing in this contract shall create any contractual relationship
between the City of Nashua and Independent Contractor's consultants, sub consultants,
contractors, or subcontractors. The parties also agree that Independent Contractor is not a City of
Nashua employee and that there shall be no:

(1) Withholding of income taxes by the City of Nashua:

(2) Industrial insurance coverage provided by the City of Nashua;

(3) Participation in group insurance plans which may be available to employees of
the City of Nashua;

(4) Participation or contributions by either the Independent Contractor or the City of
Nashua to the public employee’s retirement system;

(5) Accumulation of vacation leave or sick leave provided by the City of Nashua;

(6) Unemployment compensation coverage provided by the City of Nashua.

STANDARD OF CARE Independent Contractor shall be responsible for the professional quality,
technical accuracy, timely completion, and coordination of all work performed under this
contract. Independent Contractor warrants that all work shall be performed with the degree of
professional skill, care, diligence, and sound practices and judgment that are normally exercised
by recognized professional firms with respect to services of a similar nature. It shall be the duty
of Independent Contractor to assure at its own expense that all work is technically sound and in
conformance with all applicable federal, state, and local laws, statutes, regulations, ordinances,
orders, or other requirements. In addition to all other rights which the City of Nashua may have,
Independent Contractor shall, at its own expense and without additional compensation, re-
perform work to correct or revise any deficiencies, omissions, or errors in the work or the product
of the work or which result from Independent Contractor's failure to perform in accordance with
this standard of care. Any approval by the City of Nashua of any products or services furnished
or used by Independent Contractor shall not in any way relieve Independent Contractor of the
responsibility for professional and technical accuracy and adequacy of its work. City of Nashua
review, approval, or acceptance of, or payment for any of Independent Contractor's work under
this contract shall not operate as a waiver of any of the City of Nashua's rights or causes of action
under this contract, and Independent Contractor shall be and remain liable in accordance with the
terms of the contract and applicable law.

Independent Contractor shall furnish competent and skilled personnel to perform the work under
this contract. The City of Nashua reserves the right to approve key personnel assigned by
Independent Contractor to perform work under this contract. Approved key personnel shall not
be taken off of the project by Independent Contractor without the prior written approval of the
City of Nashua, except in the event of termination of employment. Independent Contractor shall,
if requested to do so by the City of Nashua, remove from the job any personnel whom the City of
Nashua determines to be incompetent, dishonest, or uncooperative.

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