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WHEREAS, it is the desire of the Members to use a public entity established pursuant to the Joint Exercise of Powers Act to undertake the financing and/or refinancing of projects of any nature, including, but not limited to, workforce housing projects and other capital or working capital projects,purchase or acquisition of property,improvements, leases, contracts,receivables, commodities, bonds, other revenue streams or assets of any kind, liability or other insurance, or retirement programs, or facilitating Members use of existing or new financial instruments and mechanisms;and WHEREAS,by this Agreement,each Member desires to create and establish the"CSCDA Community Improvement Authority" for the purposes set forth herein and to exercise the powers provided herein; NOW, THEREFORE, the Members, for and in consideration of the mutual promises and agreements herein contained, do agree as follows: Section 1. Purpose. This Agreement is made pursuant to the provisions of the Joint Exercise of Powers Act. The purpose of this Agreement is to establish a public entity for the joint exercise of powers common to the Members and for the exercise of additional powers given to a joint powers entity under the Joint Powers Act or any other applicable law, including, but not limited to,the issuance of Bonds for any purpose or activity permitted under the Joint Exercise of Powers Act or any other law. Such purpose will be accomplished and said power exercised in the manner hereinafter set forth. Section 2. Term. This Agreement shall become effective in accordance with Section 17 as of the date hereof and shall continue in full force and effect until such time as it is terminated in writing by all the Members; provided, however, that this Agreement shall not terminate or be terminated until all Bonds issued or caused to be issued by the Authority (defined below) shall no longer be outstanding under the terms of the indenture, trust agreement, resolution or other instrument pursuant to which such Bonds are issued. Section 3. Authority. A. CREATION AND POWERS OF AUTHORITY. Pursuant to the Joint Exercise of Powers Act,there is hereby created a public entity to be known as the"CSCDA Community Improvement Authority" (the"Authority"), and said Authority shall be a public entity separate and apart from the Members. Its Bonds and other debts, liabilities and obligations do not constitute debts, liabilities or obligations of any Members,and Bonds issued by the Authority shall be non-recourse to Authority except only as and to the extent moneys or other assets are pledged by the Authority to the Bonds by the indenture, trust agreement, resolution or other instrument pursuant to which such Bonds are issued. 2 4130-8559-5173.3