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Attachment 1 <br />Page 3 of 14 <br /> <br />Approved [insert date] <br />2.2 Formation. There is formed as of the Effective Date a public agency named the Peninsula <br />Clean Energy Authority. Pursuant to Sections 6506 and 6507 of the Act, the Authority is a public <br />agency separate from the Parties. Pursuant to Sections 6508.1 of the Act, the debts, liabilities or <br />obligations of the Authority shall not be debts, liabilities or obligations of the individual Parties <br />unless the governing board of a Party agrees in writing to assume any of the debts, liabilities or <br />obligations of the Authority. A Party who has not agreed to assume an Authority debt, liability or <br />obligation shall not be responsible in any way for such debt, liability or obligation even if a <br />majority of the Parties agree to assume the debt, liability or obligation of the Authority. <br />Notwithstanding Section 7.4 of this Agreement, this Section 2.2 may not be amended unless such <br />amendment is approved by the governing board of each Party. <br /> <br />2.3 Purpose. The purpose of this Agreement is to establish an independent public agency in <br />order to exercise powers common to each Party to study, promote, develop, conduct, operate, and <br />manage energy, energy efficiency and conservation, and other energy-related programs, and to <br />exercise all other powers necessary and incidental to accomplishing this purpose. Without limiting <br />the generality of the foregoing, the Parties intend for this Agreement to be used as a contractual <br />mechanism by which the Parties are authorized to participate in the CCA Program, as further <br />described in Section 4.1. The Parties intend that other agreements shall define the terms and <br />conditions associated with the implementation of the CCA Program and any other energy programs <br />approved by the Authority. <br /> <br />2.4 Powers. The Authority shall have all powers common to the Parties and such additional <br />powers accorded to it by law. The Authority is authorized, in its own name, to exercise all powers <br />and do all acts necessary and proper to carry out the provisions of this Agreement and fulfill its <br />purposes, including, but not limited to, each of the following powers, subject to the voting <br />requirements set forth in Section 3.7 through 3.7.5: <br /> <br />2.4.1 to make and enter into contracts; <br /> <br />2.4.2 to employ agents and employees, including but not limited to a Chief Executive <br />Officer; <br /> <br />2.4.3 to acquire, contract, manage, maintain, and operate any buildings, infrastructure, <br />works, or improvements; <br /> <br />2.4.4 to acquire property by eminent domain, or otherwise, except as limited under <br />Section 6508 of the Act, and to hold or dispose of any property; however, the Authority <br />shall not exercise the power of eminent domain within the jurisdiction of a Party over its <br />objection without first meeting and conferring in good faith. <br /> <br />2.4.5 to lease any property; <br /> <br />2.4.6 to sue and be sued in its own name; <br /> <br />2.4.7 to incur debts, liabilities, and obligations, including but not limited to loans from <br />private lending sources pursuant to its temporary borrowing powers such as Government <br />Code Sections 53850 et seq. and authority under the Act; <br /> <br />7.A - Page 10