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Any tender of defense by an indemnitee arising from any liability, loss, damage, cost or <br />expense incurred that Falls within the scope of matters subject to defense, indemnification and <br />being held harmless by this Agreement, shall be promptly accepted by the ASO. Any <br />indemnification required to be made by the ASC shall be made promptly following the fixing of <br />the liability, loss, damage, cost or expense incurred or suffered by a final judgment of any court, <br />settlement, contract or otherwise. <br />5.7 Right to Rely on the Executive Committee. Any person dealing with the ASO <br />may rely (without duty of further inquiry) upon a certificate signed by the Chairperson or <br />Secretary of the Executive Committee as to the identity and authority of the Executive <br />Committee to act on behalf of the ASO. <br />ARTICLE 6 -- RIGHTS AND OBLIGATIONS OF COUNTY AUTHORITIES <br />6.1 Obligattons 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. <br />5.2 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 c o n s t i t u t e intentional misconduct, fraud, or for any transaction for which the County <br />Authority has personally received a benefit in money, property or services to which the <br />County Authority was not legally entitled. [f either the LLC Act or the ASO Act is <br />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 HCA, including, <br />but not limited to, the requirements of County Authorities under chapter 71.24 RC W and any <br />requirements of this Agreement or of any agreement between the ASO and HCA regarding <br />use of funds, reserves and fund balances. <br />The ASO shall defend, indemnify and hold harmless the County Authorities and any <br />FIRST AMENDED ASO OPERATING AGREEMENT <br />Page 14 of 33 <br />