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9.6 Executive Director. The Board of Directors may appoint an Executive Director, <br /> and establish such other positions as it may deem advisable. The Board of Directors may also <br /> provide that administrative, technical or professional services be performed by contract. <br /> 9.7 Budget, Finance. The Organization may accept or contract for grants; receive <br /> gifts and bequests; and, receive revenues from its operations and activities. The Board of <br /> Directors shall approve an annual budget forecasting the revenues and expenditures for the fiscal <br /> year in which that budget will be in effect. The Board of Directors may amend the budget. All <br /> books and records shall be open to inspection by any Party and the Washington State Auditor. <br /> 10. FINANCIAL OBLIGATIONS. <br /> No financial obligations to governments that are signatories to this Agreement are <br /> implied. No signatory to this Agreement shall be liable for costs or expenditures not authorized <br /> by its own legislative body. <br /> 11. INDEMNIFICATION. <br /> 11.1 In no event shall the Parties, through participation in this Agreement, be liable to <br /> the Organization for any act for failure to act under the provisions of this Agreement. In <br /> addition, the parties assume their own liability as to third parties for acts performed under this <br /> Agreement and each party shall save harmless the other parties, their officers, employees and <br /> agents from any and all costs, claims, judgments, and/or awards of damages for injuries to <br /> persons and/or damage to tangible property arising out of or in any way resulting from the <br /> parties' participation in this Agreement. The parties shall have no duties except those that are <br /> expressly set forth herein and in the bylaws. <br /> 11.2 The Parties shall in no event be required to save harmless, defend or indemnify <br /> the Organization for any act or failure to act under the provisions of this Agreement, except as <br /> otherwise provided by separate agreement. The Organization shall indemnify and hold harmless <br /> each and every party to this Agreement, including but not limited to each Parties' officers, <br /> directors, employees, agents, and representatives, from any and all claims, including reasonable <br /> attorney's fees, which arise out of the Organization's actions in furtherance of this Agreement. <br /> Nothing in this Section 11 precludes the Organization from contracting for indemnification; <br /> provided, a failure to provide indemnification by such a contractor does not excuse the <br /> Organization's obligation under this Section. <br /> 12. GENERAL. <br /> 12.1 Sovereign Immunity. Nothing in this Agreement should be interpreted as a <br /> waiver of sovereign immunity by any party. <br /> 12.2 Retained Authority. There is no ceding of any jurisdictional and/or regulatory <br /> authority of any participating government. Actions taken by any participating government are <br /> done on a voluntary basis only. <br /> -7- <br /> 50630776.1 <br />