GCBH ASO LLC OPERATING AGREEMENT 4th FINAL REDLINE 091818

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ASO OPERATING AGREEMENT Page 22 of 33 12.2 Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Washington. 12.3 Amendments. This Agreement may not be amended except by the written agreement of all the County Authorities holding a County Authority's interest in the ASO. 12.4 Conflict of Interest and Appearance of Fairness. GCBH, LLC is subject to Washington State law regarding conflicts of interest and the appearance of fairness. In the event of a claim of conflict of interest or violation of the appearance of fairness doctrine, the Executive Committee will consult with GCBH, LLC legal counsel and may vote that the Representative’s Delegate attend meetings and vote until the claim against the Representative is resolved. The Executive Committee may also vote to exclude a Representative against whom a claim of conflict of interest or violation of appearance of fairness is made from Executive Committee votes or until the claim against the Representative is resolved. Additionally, the Executive Committee may by majority vote exclude a Member County Representative from a portion of any executive session where a matter of potential legal conflict between GCBH, LLC and the Member County of the Representative is to be discussed. 12.5 Construction. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa. 12.6 Headings. The headings in this Agreement are inserted for convenience only and shall not affect the interpretations of this Agreement. 12.7 Waivers. The failure to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation. 12.8 Rights and Remedies Cumulative. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy shall not preclude or waive the right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise. 12.9 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law. 12.10 Successors and Assigns. Each of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective legal representatives, successors and assigns. 12.11 Creditors/Third Parties. None of the provisions of this Agreement shall be for