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a) Notwithstanding the foregoing, the EBDA agrees to reimburse the City for other <br />expenscs, such as insurance premiums for the Airport building and EBDA Board of <br />Directors coverage, advertisements, special printing costs, supplies, tax flings, <br />postage, etc. <br />ba EBDA agrees that lease revenue from the Ellensburg Business Incubator Building <br />will be used for building financial capacity, including but not limited to the capital <br />replacement fund required by Section 7 of the parties' lease agreement for the <br />Ellensburg Business Incubator Building, and advancing economic development in the <br />City. EBDA will report to the City annually by February 28 on how such funds were <br />utilized in the pmceding calendar year. <br />SECTION 3: OTHER PROVISIONS <br />3.1. Conflicb of Interest. No officer, employee or agent of the City or the EBDA who <br />exercises any functions or responsibilities in connection with planning or carrying out <br />of this Agreement shall have any personal financial interest, direct or indirect, in this <br />Agreement. The EBDA and the City will take appropriate steps to assure compliance <br />with this provision.. <br />32. Independent Authority. The EBDA is a separate public development authority <br />established under the laws of the State of Washington. Nothing in this Agreement is <br />intended, or shall be deemed, to constitute a partnership or joint venture between the <br />EBDA and the City. The EBDA shall act independently under the guidance and <br />direction of its Board of Directors, pursuant to its Charter and Bylaws. <br />3.3. Hold Harmless. The Parties to this Agreement shall defend, indemnify and save one <br />another harmless from any and all claims arising out of the performance of this <br />Agreement, except to the extent that the harm complained of arises from the sole <br />negligence of one of the Parties. <br />3.4. Severability. In the event any provisions of this Agreement shall be determined to be <br />unenforceable or otherwise invalid for any reason, such provisions shall be enforced <br />and valid to the extent permitted bylaw, All provisions of this Agreement are severable <br />and the unenforceability or invalidity of a single provision herein shall not atyect the <br />remaining provisions. <br />3.5. Filing of Agreement. This Agreement shall be Fled with the l ittitas County Auditor's <br />Office or, alternatively, listed by subject on each or either Party's web site or other <br />electronically retrievable public source pursuant to RCW 39.34.040. <br />3.6. Photocopies. A fully executed copy of this Agreement shall be treated the same as an <br />original of this Agreement for all purposes. <br />Interlocal Agreement bstween City of Ellensburg and EBDA for Professional Services <br />Page 3 of 4 <br />