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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 Exec utive 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. ARTICLE 6 --RIGHTS AND OBLIGATIONS OF COUNTY AUTHORITIES 6.1 Obi igati ons of Co unty Authoritie . Each County Authority shall carry out its obligations under this Agreement including appointments of representatives to the Executive Committee and to the Advisory Board. In addition, each County Authority shall, as necessary: (i) designate staff and resources to plan for local behavioral health needs; (ii) monitor local contracts and, upon request, participate in monitoring ASO contracts; (iii) develop local crisis response systems; and (iv) provide local resource coordination. 6.2 Limitation of County Aut hori tie ' L iabili ty . No County Authority or County Authority's representative, official, manager, employee or agent shall be personally liable, merely as a County Authority, for any debts, losses or liabilities of the ASO beyond the County Authority's respective Capital Contributions, if any, and any obligation of the County Authority hereunder to make Capital Contributions, except as otherwise specifically provided by law. No County Authority shall have liability to the ASO or other County Authorities for monetary damages for conduct merely as a County Authority, except for acts or omissions that constitute intentional misconduct, fraud, or for any transaction for which the County Authority has personally received a benefit in money, property or services to which the County Authority was not legally entitled. If either the LLC Act or the ASO Act is hereafter amended to authorize ASO action further eliminating or limiting the personal liability of County Authorities, then the liability of a County Authority shall be eliminated or limited to the full extent permitted by the LLC Act and the ASO Act, as so amended. Any repeal or modification of this Section of the LLC Act or the ASO Act shall not adversely affect any right or protection of a County Authority of the ASO existing at the time of such repeal or modification for or with respect to an act or omission or such County Authority occurring prior to such repeal or modification. The foregoing notwithstanding, nothing herein shall limit the debts, obligations, and liabilities of County Authorities to HCA, including, but not limited to, the requirements of County Authorities under chapter 71.24 RCW and any requirements of this Agreement or of any agreement between the ASO and HCA regarding use of funds, reserves and fund balances. The ASO shall defend, indemnify and hold harmless the County Authorities and any FIRST AMENDED ASO OPERA TING AGREEMENT Page 14 of 33