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2.2 I�,itial Particinants. Until December 31, 2016, all other Initial Participants:nay become a Party by executing this Agreement and delivering an executed copy of this Agreement and a copy of the adopted ordinance required by Public Utilities Code Section 366.2(c)(12) to the Authority. Additional conditions, described in Section 3.1, may apply (i) to either an incorporated municipality or county desiring to became a Party that is not an Initial Participant and (ii} to Initial Participants that have not executed and delivered this Agreement within the time period described above. 2.3 Formation. There is formed as of the Effective Date a public agency named the East Bay Community Energy Authority. Pursuant to Sections 6506 and 6507 of the Act, the Authority is a public agency separate from the Parties. The debts, liabilities or obligations of the Authority shall not be debts, liabilities or obligations of the individual Parties unless the governing board of a Party agrees in writing to assume any of the debts, liabilities or obligations of the Authority. A Party vvho has not agreed to assume an Authority debt, liability or obligation shall not be responsible in any way for such debt, liability or obligation even if a majority of the Parties agree to assume the debt, liability or obligation of the Authority. Notwithstanding Section 8.4 of this Agreement, this Section 2.3 may not be amended unless such amendment is approved by the governing boards of all Pasties. 2.4 �rL$e. The purpose of this Agreement is to establish an independent public agency in order to exercise powers common to each Party and any other powers granted to the Authority under state law to participate as a group in the CCA Program pursuant to Public Utilities Code Section 366.2(c}(12); to study, promote, develop, conduct, operate, and manage energy and energy-related climate change programs; and, to exercise all other powers necessary and incidental to accomplishing this purpose. 2.5 Powers. The Authority shall have all powers common to the Parties and such additional powers accorded to it bylaw. The Authority is authorized, in its own name, to exercise all powers and do all acts necessary and proper to carry out the provisions of this Agreement and fulfill its purposes, including, but not limited to, each of the following: 2.5.1 to make and enter into contracts, including those relating #o the purchase or sale of electrical energy or attributes thereof; 2.5.2 to employ agents and employees, including but not limited to a Chief Executive Officer and General Counsel; 2.5.3 to acquire, contract, manage, maintain, and operate any buildings, works orimprovements, including electric generating facilities; 2.5.4 to acquire property by eminent domain, or otherwise, except as limited under Section 6508 of the Act, -and to hold or dispose of any property; 2.5.5 to lease any property; 2.S.b to sue and be sued in its own name; December 1, 2016 -6_