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ASO OPERATING AGREEMENT Page 14 of 33
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<br />ARTICLE 6 -- RIGHTS AND OBLIGATIONS OF COUNTY AUTHORITIES
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<br />6.1 Obligations of County Authorities. Each County Authority shall carry out its
<br />obligations under this Agreement including appointments of representatives to the Executive
<br />Committee and to the Advisory Board. In addition, each County Authority shall, as necessary:
<br />(i) designate staff and resources to plan for local behavioral health needs; (ii) monitor local
<br />contracts and, upon request, participate in monitoring ASO contracts; (iii) develop local
<br />crisis response systems; and (iv) provide local resource coordination.
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<br />6.2 Limitation of County Authorities' Liability. No County Authority or County
<br />Authority's representative, official, manager, employee or agent shall be personally liable,
<br />merely as a County Authority, for any debts, losses or liabilities of the ASO beyond the
<br />County Authority's respective Capital Contributions, if any, and any obligation of the County
<br />Authority hereunder to make Capital Contributions, except as otherwise specifically provided
<br />by law. No County Authority shall have liability to the ASO or other County Authorities for
<br />monetary damages for conduct merely as a County Authority, except for acts or omissions
<br />that constitute intentional misconduct, fraud, gross negligence, or for any transaction for
<br />which the County Authority has personally received a benefit in money, property or services
<br />to which the County Authority was not legally entitled. If either the LLC Act or the ASO
<br />Act is hereafter amended to authorize ASO action further eliminating or limiting the personal
<br />liability of County Authorities, then the liability of a County Authority shall be eliminated or
<br />limited to the full extent permitted by the LLC Act and the ASO Act, as so amended. Any
<br />repeal or modification of this Section of the LLC Act or the ASO Act shall not adversely
<br />affect any right or protection of a County Authority of the ASO existing at the time of such
<br />repeal or modification for or with respect to an act or omission or such County Authority
<br />occurring prior to such repeal or modification. The foregoing notwithstanding, nothing herein
<br />shall limit the debts, obligations, and liabilities of County Authorities to HCADSHS,
<br />including, but not limited to, the requirements of County Authorities under chapter 71.24
<br />RCW and any requirements of this Agreement or of any agreement between the ASO and
<br />HCADSHS regarding use of funds, reserves and fund balances.
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<br />The ASO shall defend, indemnify and hold harmless the County Authorities and any
<br />of their respective representatives, officials, County Authorities, managers, employees or
<br />agents thereof, against any liability, loss, damage, cost or expense incurred by them on
<br />behalf of the ASO or in furtherance of the ASO's interests without relieving any such
<br />person of liability for fraud, misconduct, bad faith or intentional tortsgross negligence. No
<br />County Authority shall have any personal liability with respect to the satisfaction of any
<br />required indemnification of the above mentioned persons.
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<br />Any tender of defense by an indemnitee arising from any liability, loss, damage, cost
<br />or expense incurred that falls within the scope of matters subject to defense, indemnification
<br />and being held harmless by this Agreement, shall be promptly accepted by the ASO. Any
<br />indemnification required to be made by the ASO shall be made promptly following the fixing
<br />of the liability, loss, damage, cost or expense incurred or suffered by a final judgment of any
<br />court, settlement, contract or otherwise. In addition, the ASO shall reimburse a person
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