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ASO OPERATING AGREEMENT Page 6 of 33 <br /> <br /> <br /> <br />together to provide mental health and behavioral health services to the citizens of each of the <br />County Authorities in an efficient and stream-lined manner. <br /> <br />The Interlocal Corporation Act, specifically RCW 39.34.030, provides, in part, that <br />any two or more public agencies may enter into agreements with one another for joint <br />cooperative action. RCW 39.34.030(3)(b) specifically provides: 1) the County Authorities <br />may form a limited liability company under which each County Authority is a public agency, <br />as provided for in Section 1.9, and 2) the ASO's funds are subject to audit, as provided for in <br />Section 9.4 of this Agreement. The County Authorities have exercised the authority granted <br />to them under the ASO Act, the LLC Act and the Interlocal Cooperation Act to form this <br />ASO as an LLC to achieve maximum efficiency in the delivery of mental health and <br />behavioral health services and so that their rights and liabilities as to each other and third <br />parties are firmly established and clearly understood. <br /> <br />This Agreement serves as such a joint operating agreement among the County <br />Authorities to operate as an administrative services organization ("ASO"), as provided for in <br />RCW 71.24.100 and 71.24.110 with: <br />(a) Each County Authority bearing a share of the cost of behavioral <br />health services; <br /> <br />(b) The Treasurer of Benton County serving as the custodian of funds <br />made available for the purposes of such behavioral health services and <br />that the treasurer may make payments from such funds, upon audit <br />by the appropriate auditing officer of Benton County and shall, using <br />ASO funds in its possession, pay be responsible to HCA for as manyall <br />debts, obligations, and liabilities owed to HCA by the ASO upon <br />termination of any contract between the ASO and HCA, or as a result <br />of remedial action, that ASO funds can satisfy. The ASO and County <br />Authorities, other than Benton County, agree to hold Benton County , its <br />officers and employees, harmless and to defend and indemnify them for <br />claims, liabilities, demands, lawsuits and actions, including claims for <br />reasonable attorneys’ fees, incurred as a result of any alleged negligent <br />acts by them in performing the services described above, andfrom ASO <br />funds in its possession; <br /> <br />(c) The Auditor of Benton County serving as the auditing officer of the <br />ASO's funds and accounts; and <br /> <br />(d)(c) The joint supervision and operation of services and facilities by the <br />Executive Committee. <br /> <br />The foregoing notwithstanding, the Executive Committee, as defined in Section <br />1.12 of this Agreement and described in Section 5.1 of this Agreement, may by majority <br />vote change the Treasurer and Auditor designation to another Treasurer and Auditor in <br />the same county as any one of the County Authorities. <br />3.2. Business and Purpose. The business and the purpose of the ASO shall be: