GCBH ASO LLC OPERATING AGREEMENT 4th FINAL REDLINE 091818

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ASO OPERATING AGREEMENT Page 13 of 33 5.5.4 The Chair of the Advisory Board, or designee, shall be an ex-officio, non-voting member of the Executive Committee. 5.5.5 The GCBH, LLC Administrator shall review and monitor Advisory Board Membership to insure that the membership meets criteria of representing various populations and interest groups as required by statute and regulations. In the event the Advisory Board is not in accordance with applicable statute and regulations, the Executive Committee shall determine the Advisory Board changes so as to meet the representation requirements of the applicable statutes and regulations. 5.6 Compensation. The ASO will not pay the County Authorities or the representatives of the Executive Committee or representatives of the Advisory Board any fees or other compensation for its services provided except as set forth in this Agreement. 5.6 Limitation on Liability; Indemnification. Neither the Executive Committee nor the Advisory Board, or their respective representatives, officials, County Authorities, managers, employees or agents, shall be liable, responsible or accountable in damages or otherwise to the ASO or the County Authorities for any act or omission performed in good faith pursuant to the authority granted by this Agreement or in accordance with its provisions, and in a manner reasonably believed to be within the scope of the authority granted and in the best interest of the ASO; provided that such act or omission did not constitute fraud, intentional misconduct, or gross negligence. The ASO shall defend, indemnify and hold harmless the Executive Committee and the Advisory Board and any of their respective representatives, officials, County Authorities, managers, employees or agents thereof, against any liability, loss, damage, cost or expense, including reasonable attorney’s fees, which arise out of the ASO’s actions, inactions or obligations under this Agreement. No County Authority or representative of the Executive Committee or the Advisory Board shall have any personal liability with respect to the satisfaction of any required indemnification. Any tender of defense by an indemnitee arising from any liability, loss, damage, cost or expense incurred that falls within the scope of matters subject to defense, indemnification and being held harmless by this Agreement, shall be promptly accepted by the ASO. Any indemnification required to be made by the ASO shall be made promptly following the fixing of the liability, loss, damage, cost or expense incurred or suffered by a final judgment of any court, settlement, contract or otherwise. 5.7 Right to Rely on the Executive Committee. Any person dealing with the ASO may rely (without duty of further inquiry) upon a certificate signed by the Chairperson or Secretary of the Executive Committee as to the identity and authority of the Executive Committee to act on behalf of the ASO.