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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 />6.2 Limitation of Counfv 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 Autliority, 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, 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. If 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 RCW 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 />of their respective representatives, officials, County Authorities, managers, employees or
<br />agents thereof, against any liability, loss, damage, cost or expense incured 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 torts. No County Authority
<br />shall have any personal liability with respect to the satisfaction of any required
<br />indernnification of the above mentioned persons.
<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 />indernnification required to be rnade by the ASO shall be made promptly following the fixing
<br />of the liabiligr, 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
<br />claiming indemnification under this Section 6.2 for legal expenses and other costs incurred as
<br />a result of a legal action brought against such person if: (i) the legal action relates to the
<br />performance of duties or services by the person on behalf of the ASO; (ii) the legal action is
<br />initiated by a pafty other than a County Authority; and (iii) such person undertakes to repay
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