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HomeMy WebLinkAboutRes-2018-153 Interlocal GCBHO.. BOARD OF COUNTY COMMISSIONERS COUNTY OF KITTITAS STATE OF WASHINGTON RESOLUTION NO.: 2018-/ _5 9- TO AUTHORIZE BOARD SIGNATURE AND APPROVAL OF AN INTERLOCAL AGREEMENT WITH ALL COUNTIES FOR THE DELIVERY OF MENTAL HEALTH AND SUD TREATMENT WHEREAS: Kittitas County is a full member of the Greater Columbia Behavioral Health Organization (GCBHO) in accordance with RCW 71.24; and WHEREAS: Washington Healthcare Authority (HCA) directs that BHO's will cease operations on December 31, 2018 for Mid-Adopters which GCBHO is one;and WHEREAS: October 2nd at 10:00 a.m. in the Commissioners Auditorium, Room 109, Kittitas County Courthouse, Ellensburg, Washington; and WHEREAS: The GCBHO Board of directors desire to form a Limited Liability Corporation (LLC) for the delivery of Mental Health and Substance Use Disorder Services; and WHEREAS: Kittitas County has obligations to provide for treatment and assessment for any citizen that requests such services; and WHEREAS: The GCBHO has been the agency administrating contracts for all such services until December 31, 2018; and WHEREAS: In order to meet the requirements of the HCA for Managed Care Organizations to take over service contracts starting January 1, 2019 and for Kittitas County to deliver Crisis services, NOW, THEREFORE BE IT RESOLVED: That the Kittitas County Board of Commissioners hereby enter into a Joint County Authority Operating Agreement LLC forming an Agency Service Organization (ASO) called Greater Columbia Agency Service Organization (GCASO) by and among the following Counties: Asotin County, Benton County, Columbia County, Franklin County, Garfield County, Kittitas County, Walla Walla County, Whitman County, and Yakima County l),,J'l j ( ADOPTED this _(/_day of F COUNTY COMMISSIONERS Y, WASHING TON JOINT COUNTY AUTHORITY ASO INTERLOCAL OPERATING AGREEMENT OF GREATER COLUMBIA BEHAVIORAL HEALTH, LLC, a Washington Administrative Services Organization and limited liability company ASO OPERA TING AGREEMENT Dated and Effective as of June 22, 2018 Page 1 of 33 JOINT COUNTY AUTHORITY ASO INTERLOCAL OPERATING AGREEMENT OF GREATER COLUMBIA BEHAVIORAL HEALTH, LLC THIS JOINT COUNTY AUTHORITY ASO OPERATING AGREEMENT (this "Agreement") is made and entered into effective as of January I, 2019, by and among the following County Authorities: Asotin County, Benton County, Columbia County, Frankl in County, Garfield County, Kittitas County, Walla Walla County, Whitman County and Yakima County (collectively "County Authorities"). RECITALS A. The County Authorities, as defined below and as provided for in RCW 71.24.025(15), are entering into this Agreement under the authority of the Interlocal Corporation Act, specifically RCW 39.34.030, to jointly provide a community health program and regional system of care, with the collective goal of consolidating administration, reducing administrative layering and reducing administrative costs, consistent with the State of Washington's legislative policy as set forth in RCW 71.24.015. B. This Agreement is a joint operating agreement entered into by a group of County Authorities responding to a request for a detailed plan and contract with the State of Washington to operate an Administrative Services Organization (ASO), as provided for in RCW 71.24.100. C. This Agreement provides a means for each County Authority to share in the cost of mental and behavioral health services and further provides the means for both payment of services and audit of funds, as provided for in RCW 71.24.100. In addition, this Agreement provides for the joint supervision and operation of services and facilities, as provided for in RCW 7 I .24.110. D. This Agreement also serves as an Operating Agreement as provided for in the LLC Act, as defined below, as well as an Interlocal Agree m en t, as authorized by RCW 39.34.030. E. RCW 39.34.030 expressly authorizes local government, such as the County Authorities, to form limited liability companies to carry out their joint activities. F. In adopting this Agreement, in addition to adopting the Articles of the Agreement, the County Authorities hereby also adopt, and agree to, the Recitals and the facts set forth herein. ASO OPERATING AGREEMENT Page 2 of 33 ARTICLE 1--DEFINITIONS The following terms used in this Agreement shall have the following meanmgs (unless otherwise expressly provided herein): I.I "ASO Act" means Laws of 2014, chapter 225 and those portions of chapter 71.24 RCW in effect on and after April 1,2016. 1.2 "Administrative Service Organization" (ASO) means Greater Columbia Behavioral Health, LLC, governed by this joint operating agreement of the nine County Authorities. The ASO is a "company" as that term is used in the LLC Act. 1.3 "Capital Account" means the capital account determined and maintained for each County Authority pursuant to Section 8.3. 1.4 "Capital Contribution" means any contribution to the capital of the BHO m cash or property by a County Authority whenever made. 1.5 "Certificate of Formation" means the certificate of formation pursuant to which the ASO was formed as an LLC, as originally filed with the office of the Secretary of State on June 22, 2018, and as amended from time to time. 1.6 "Code" means the Internal Revenue Code of 1986, as amended, or corresponding provisions of subsequent superseding federal revenue laws. 1.7 "County Authority" or "County Authorities" shall have the same meaning as used in RCW 71.24.025, in effect as of April 1, 2016, as amended, and shall include only Asotin, Benton, Columbia, Frank I in , Garf i e I d, Kittitas, W a 11 a W a 11 a, W h it m an and Yakima Counties. Each County Authority that signs a counterpart of this Agreement shall be a "member" of the LLC formed hereby as that term is defined in RCW 25.15.006(10) and as that term is used in RCW 25.15.116, as amended. Each County Authority of the ASO must be a public agency as provided for in RCW 39.34.030(3)(b). 1.8 "County Authority's Interest" means all of a County Authority's share in the ASO's assets pursuant to this Agreement and the LLC Act and includes a County Authority's rights to participate in the management and affairs of the ASO, including the right to vote on, consent to or otherwise participate in any decision of the County Authorities. 1.9 "HCA" means the Washington State Health Care Authority, created pursuant to RCW 41.05.021. 1.10 "LLC" means Limited Liability Company. 1.11 "LLC Act" means the Washington Limited Liability Act, chapter 25.15 RCW as amended. ASO OPERA TING AGREEMENT Page 3 of 33 1.12 "Majority Interest" means, at any time, more than fifty percent (50%) of the total Units held by the County Authorities. 1.13 'Executive Committee" means the governing body of the ASO as further specified in Article 5 of the Agreement. On behalf of the County Authorities, the Executive Committee shall govern the ASO. The Executive Committee shall be comprised of individual representatives from the following County Authorities with each County Authority having the number ofrepresentatives noted: COUNTY REPRESENTATIVES Asotin One Benton One Columbia One Franklin One Garfield One Kittitas One Walla Walla One Whitman One Yakima One 1.14 ''Percentage Interest" means with respect to any County Authority, the percentage determined based upon the ratio that the number of Units held by such County Authority bears to the total number of Units. 1.15 ''Regulations" includes proposed, temporary and final Treasury regulations promulgated under the Code and the corresponding sections of any regulations subsequently issued that amend or supersede such regulations. 1.16 ''Reserves" means, with respect to any fiscal period, funds set aside or amounts allocated during such period to reserves which shall be maintained in amounts deemed sufficient by the Executive Committee for working capital and to pay obligations, expenses and other costs or expenses incident to the ownership or operation of the services provided by the ASO and the ASO's business. 1.17 ''Tribal Authority" means the federally recognized Indian tribes and the major Indian organizations recognized by the Secretary of the Washington Department of Social and Health Services ("DSHS") that fall within the boundaries of the County Authorities insofar as those tribal organizations do not have a financial relationship with the ASO that would present a conflict of interest. 1.18 'Tribal Member" means a Tribal Authority that executes an agreement to become a Tribal Member as set forth in Article 4 of this Agreement. 1.19 'Units" means the Units issued to any County Authority under this Agreement as reflected in attached Exhibit A, as amended from time to time, subject to the provisions ASO OPERATING AGREEMENT Page 4 of 33 of Article 10 and Section 12.3 of this Agreement. ARTICLE 2 --FORMATION OF ASO AS AN LLC 2.1 Formation. The ASO as an LLC was formed on June 22, 2018, when the LLC Certificate of Formation was executed and filed with the office of the State of Washington Secretary of State in accordance with and pursuant to the LLC Act. The County Authorities shall promptly execute all amendments to the Certificate of Formation and all other documents needed to enable the County Authorities or Executive Committee, or their respective agents, to accomplish all filing, recording, and other acts necessary and appropriate to comply with all requirements for the formation and operation of the ASO as an LLC under the LLC Act. 2.2 Name. The name of the ASO is Greater Columbia Behavioral Health, LLC . 2.3 Pr inc ipa l e !ace of Bus in ess . The principal place of business of the ASO shall be 101 N. Edison Street, Kennewick, WA 99336. The ASO may locate its places of business at any other place or places as the Executive Committee may from time to time deem advisable. 2.4 Regi ter ed Office and Regi le red Agent The ASO's initial registered agent and the address of its initial registered office in the State of Washington are as follows: Name James F. Bell Address 410 N. Neel St., Suite A, Kennewick, WA 99336 The registered office and registered agent may be changed by the County Authorities from time to time by filing an amendment to the Certificate of Formation. 2.5 Term. The term of the ASO shall be perpetual unless the ASO is dissolved in accordance with either Article 11 of this Agreement or the LLC Act. ARTICLE 3-AUTHORITY, BUSINESS AND PURPOSE OF ASO 3 .1 Authority . As provided for in RCW 71.24.015, it is the policy of the State of Washington to encourage the development ofregional mental health services and the availability of treatment components. To this end, RCW 71.24.015 provides for counties to enter into joint operating agreements with one another to form regional systems of care, integrating planning, administration and service delivery duties under chapters 71.05 and 71.24 RCW in order to consolidate administration and reduce administrative layering and costs. This Agreement is a joint operating agreement among the County Authorities to initially operate as an ASO. Pursuant to Laws of 2 0 1 4, chapter 2 2 5 ("ASO Act"), the ASO, and through the ASO, the County Authorities jointly, will undertake the responsibilities of an administrative services organization. The purpose of the County Authorities, in entering into this Agreement, is to undertake to contract for the ad ministration of the provision of behavioral health services and behavioral health crisis within the boundaries of the County Authorities and to take such other and further actions as are required and/or authorized by the ASO Act. The mutual goal of the County Authorities, in entering into this Agreement, is to work ASOOPERATINGAGREEMENT Page 5 of33 together to provide mental health and behavioral health services to the citizens of each of the County Authorities in an efficient and stream-lined manner. The Interlocal Corporation Act, specifically RCW 39.34.030, provides, in part, that any two or more public agencies may enter into agreements with one another for joint cooperative action. RCW 39.34.030(3)(b) specifically provides: 1) the County Authorities may form a limited liability company under which each County Authority is a public agency, as provided for in Section 1.9, and 2) the ASO's funds are subject to audit, as provided for in Section 9.4 of this Agreement. The County Authorities have exercised the authority granted to them under the ASO Act, the LLC Act and the Interlocal Cooperation Act to form this ASO as an LLC to achieve maximum efficiency in the delivery of mental health and behavioral health services and so that their rights and liabilities as to each other and third parties are firmly established and clearly understood. This Agreement serves as such a joint operating agreement among the County Authorities to operate as an administrative services organization ("ASO"), as provided for in RCW 71.24.100 and 71.24.110 with: (a) Each County Authority bearing a share of the cost of behavioral health services; (b) The Treasurer of Benton County serving as the custodian of funds made available for the purposes of such behavioral health services and that the treasurer may make payments from such funds, and shall, using ASO funds in its possession, pay HCA for as many debts, obligations, and liabilities owed to HCA by the ASO upon termination of any contract between the ASO and HCA, or as a result of remedial action, that ASO funds can satisfy. The ASO and County Authorities, other than Benton County, agree to hold Benton County, its officers and employees, harmless and to defend and indemnify them for claims, liabilities, demands, lawsuits and actions, including claims for reasonable attorneys' fees, incurred as a result of any alleged negligent acts by them in performing the services described above, and; ( c) The joint supervision and operation of services and facilities by the Executive Committee. The foregoing notwithstanding, the Executive Committee, as defined in Section 1.12 of this Agreement and described in Section 5 .1 of this Agreement, may by majority vote change the Treasurer designation to another Treasurer in the same county as any one of the County Authorities. 3.2. Bu ine and Purpose. The business and the purpose of the ASO shall be: 3.2.1 To be recognized and operate as an administrative services organization to provide behavioral health crisis services and other behavioral health services ASO OPERA TING AGREEMENT Page 6 of 33 as provided for in RCW 71.24; 3.2.2 To carry out any lawful, services, business or activity that may be conducted by a ASO or LLC as determined by the County Authorities acting through the Executive Committee; and 3.2.3 To exercise all other powers necessary to or reasonably connected with the ASO's business and services it provides that may be legally exercised by limited liability companies under the LLC Act. ARTICLE 4 -NAMES, ADDRESSES AND STATUS OF COUNTY AUTHORITIES The names and addresses of the County Authorities are set forth in the attached Exhibit A, as amended from time to time. Each of the nine Counties identified in Section 1. 7 of this Agreement, once each executes this Agreement, shall be a County Authority of the ASO. A Tribal Authority may become a Tribal Member by executing an agreement in form approved by the Executive Committee. A Tribal Member may appoint one (1) non-voting, ex officio representative to the Executive Committee. Tribal members will not have Unit ownership or a percentage interest. ARTICLE 5 --MANAGEMENT 5.1 Management. The ASO is a manager-managed LLC under RCW 2 5 . 1 5 . 1 5 4. The services, business and affairs of the ASO shall be managed by the County Authorities acting through the County Authorities Executive Committee ("Executive Committee"). The Executive Committee in tum shall work with and delegate to the GCBH, LLC Administrator the administration, services, business and affairs of the ASO, as provided for in Section 5.3.5 of this Agreement. Each County Authority shall select, and provide written notice of the appointment of their representative, and their representative's delegate, together with their name and contact information, by J January 1, 2019, and by January 31st of each year thereafter; provided, that a County Authority may provide notice of changes or additions to its appointment of its representative(s) prior to an Executive Committee meeting. Each representative serving on the Executive Committee shall devote to the ASO and apply to the accomplishment of the ASO's purposes so much of his or her time and attention as is reasonably necessary to manage the services and business of the ASO. Each Executive Committee representative shall serve at the pleasure of the County Authority that appointed him or her and may be removed or replaced at any time by such County Authority upon written notice to the other County Authorities and the GCBH Administrator. The County Authorities recognize that from time to time Executive Committee representatives may not be able to attend Executive Committee meetings. Each County Authority, in addition to appointing Executive Committee representatives may also appoint a delegate that may attend Executive Committee meetings on behalf of the County Authority and in lieu of the Executive Committee representative, provided the other County Authorities and the GCBH ASO OPERA TING AGREEMENT Page 7 of33 Administrator are given written notice of the appointment of the delegate together with the delegate's name and contact information, in advance of the meeting. For those County Authorities that have County Administrators, the written notice must come from the County Administrator or his or her designee, and for those County Authorities that do not have a County Administrator, such notice shall come from the Chairperson of the Board of County Commissioners, or from the Secretary or Clerk of the Board of County Commissioners. Each County Authority shall provide to the other County Authorities and the GCBH Administrator written notice of the following, together with contact information, including email addresses: I) Executive Committee representatives and delegate; 2) Advisory Board representatives; and 3) a notice agent designated to receive notice on behalf of the County Authority as provided for in Section 12.1 of this Agreement. Except as otherwise expressly provided in this Agreement, the Executive Committee shall have full, complete and exclusive authority, power and discretion to manage and control the services provided by the ASO and the services, business, affairs and property of the ASO, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the ASO's services and business. Only representatives of the County Authorities, or their approved delegates as provided for in the preceding paragraph, shall have any voting rights on the Executive Committee. Delegates shall have the same authority when the Representative is absent, except that only Representatives shall vote on amendment to the Operating Agreement, the approval of biennial budgets for expenditures and supplements, the Funding Allocation Policy or the involuntary cancellation of a Member County. If, however, the Delegate is a County Commissioner, then, as such, would have full voting rights as if they were a Representative. 5.2 Deci ion-Making. The ASO shall make decisions, take actions and incur obligations as determined by the County Authorities acting through the Executive Committee. The Executive Committee shall take action, expend sums and enter into obligations, as provided for and in the manner set forth in Article 7. 5.3 Power and Authority. Without limiting the scope and generality of the Executive Committee's actions, the Executive Committee shall have the power and authority, on behalf of the County Authorities, to undertake the following: 5.3.1 Pursuant to RCW 39.34.080, enter into contracts with the HCA pursuant to the provisions of chapter 71.24 RCW; 5.3.2 Enter into contracts with individuals, public and private organizations, and individual counties, including with other County Authorities to this Agreement, to carry out the purposes of the contract with HCA and other obligations of the ASO as defined m chapter 71.24 RCW, subject to available funds and to the purpose and goals of the ASO; 5.3.3 Accept and expend funds from the State of Washington, the Federal ASO OPERA TING AGREEMENT Page 8 of 33 government, the other County Authorities, and from other public and private sources, including gifts, for activities and purposes related to chapter 71.24 RCW; 5.3.4 Prepare and submit to HCA appropriate plans, both in length and duration, for mental health services and behavioral health services in accordance with the provisions of chapter 71.24 RCW and the ASO Act; 5.3.5. Employ or contract for staff and consultants to carry out the responsibilities of this Agreement and the statutory requirements for an administrative services organization. In doing so, the Executive Committee shall hire, give authority to, evaluate, give direction to and terminate the ASO's administrator and employees ( collectively "GCBH Administrator") who shall administer the ASO's operations, services and administration, including all hiring, development, approval and implementation of all policies and procedures, service delivery plans and operating plans. The GCBH, LLC Administrator, and all of its employees and administrators, shall be employees of the ASO and not of individual County Authorities. The GCBH, LLC Administrator, under the direction of the Executive Committee, shall have the power and authority to: (i) Prepare, review, modify and present to the Executive Committee for approval the ASO's annual budget; (ii) Execute contracts for the provision of services and operation of the ASO, including leases for rental ofreal and personal property; (iii) Take necessary and appropriate steps on behalf of the Executive Committee to ensure the ASO's compliance with all statutory and funding requirements; and (iv) Take other actions as directed by the Executive Committee or the County Authorities by their respective resolution or consent. 5.3.6 Spend the capital and revenues of the ASO in the furtherance of the business of the ASO and the services it provides; 5.3.7 Acquire, improve, manage, lease, operate, sell, transfer, exchange, encumber, pledge and dispose of any real or personal property of the ASO; 5 .3 .8 Purchase such liability, casualty, property and other insurance as the Executive Committee, in its sole discretion, deems advisable to protect the ASO's assets against loss or claims of any nature as required, and in such amounts as are contractually required; but, the general liability and malpractice insurance coverage shall be not less than $5 million dollars in the aggregate; provided, however, the ASO shall not be liable to the County Authorities, if such coverage should prove inadequate. The ASO shall name each member county as an additional insured and this coverage shall be the primary coverage in order to shield the governmental interests ASO OPERA TING AGREEMENT Page 9 of33 of the County Authorities. The ASO shall assure the coverage applies to claims after termination of the Agreement that relate to services provided under this Operating Agreement and any other agreements of the ASO in accordance with the applicable laws of the County Authorities. The ASO shall be solely responsible for any deductible amounts required under such policies; however, said costs are normal business expenses to be paid out of available ASO funds without any offset to the funds provided to the County Authority(ies). Evidence of such insurance shall be promptly provided to the County Authority(ies) upon its written request. The ASO shall not permit such policy(ies) to lapse without first providing the County Authority(ies) at least thirty (30) calendar days written notice of its intention to allow the policy(ies) to lapse; 5.3.9 Enter into management agreements, service agreements, provider agreements, consultants and professional agreement, maintenance or other service agreements, short-term or long-term rental agreements, together with any other agreements; 5.3. I 0As provided for in RCW 71.24.350, as amended, provide for and establish a separately funded mental health om buds' office that is: (i) Independent of the ASO; and (ii) That maximizes the use ofconsumer advocates. 5 .3 .11 Establish risk reserve funds as prudent and as required by its contracts. The GCBH, LLC Administrator shall provide notice to the County Authorities of any need for Capital Contributions to the ASO. Upon unanimous vote of the Executive Committee, each County Authority shall make Capital Contributions to the ASO as requested by the GCBH Administrator and directed by the Executive Committee; provided, that such Capital Contributions shall be in proportion to the County Authority's share of Units. In addition, the GCBH Administrator shall establish additional risk reserves. 5.3.12 Execute instruments and documents, including without limitation, negotiable instruments, documents providing for the acquisition or disposition of the ASO's property, assignments, bills of sale, leases, management agreements, agreements and any other instruments, agreements or documents necessary, in the opinion of the Executive Committee, to the business, and the services, of the ASO; 5 .3 .13 Employ accountants, legal counsel, independent contractors, managing agents, service providers, management companies or other experts to perform services for the ASO and to compensate them from ASO funds; 5.3.14 Enter into any and all other agreements for any purpose, in such form as the Executive Committee may approve; 5.3.15 Undertake any and all actions and activities authorized by chapter 71.24 RCW, now or as hereafter amended or otherwise authorized by the laws of the State ofWashington; and 5.3.16 To do and perform all other acts as may be necessary or appropriate to ASO OPERA TING AGREEMENT Page 10 of33 the conduct of the ASO's business and services provided . Unless authorized to do so by this Agreement, or by the Executive Committee, no County Authority, individual representative or delegate of the Executive Committee, the Advisory Board, any individual representative of the Advisory Board, employee or other agent of the ASO shall have any power or authority to bind the ASO in any way, to pledge its credit or to render it liable for any purpose. 5 .4 Executive Committee Officers. The officers of the Executive Committee shall be a Chair, Vice Chair, a Secretary and a Treasurer. The Executive Committee may in addition provide for other officers as it deems necessary for the performance of the business of GCBH, LLC. All officers of the Executive Committee shall be a County Commissioner and may not be a delegate, unless such delegate is also a County Commissioner. 5.4.1 Election and Term of Officers. Executive Committee Officers shall be elected by the Executive Committee, from its representatives, at the annual meeting in January and shall serve a term of two years, unless removal or resignation occurs earlier, or until replaced by subsequent election. Each officer's term shall commence upon that officer's election. 5.4.2 Removal r Res ignation . Any officer may be removed without cause by a two-thirds vote of the Executive Committee at any regular or special meeting at which a quorum is present. An officer may resign at any time by giving written notice to the Executive Committee or to the Chair. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Upon resignation, removal or otherwise occurring vacancy of an officer, the Executive Committee shall hold an election at the next regular meeting to fill the position for the remainder of the term. 5.4.3 Chair. The Chair, in general, shall supervise the business and affairs of GCBH, LLC. The Chair shall chair the Executive Committee, and shall have such other powers and duties as may be prescribed by the Executive Committee or this Operating Agreement. 5.4.4 Vice Chair. In the absence of the Chair or in the event of his/her inability or refusal to perform the duties of the Chair, at the direction of the Executive Committee, a Vice Chair shall perform all the duties of the Chair, and when so acting shall have all the powers of the Chair. 5.4.5 Secretary. The Secretary shall assure that minutes of actions are taken at all meetings of the Executive Committee, the notices given thereof, the names of those present at the meetings and the proceedings thereof, shall be sent to each Representative. The minutes of all meetings of the Executive Committee shall be sent as soon as possible after each meeting. The Secretary shall assure that meeting notices are given in accordance with the Operating Agreement and the Washington State Open Public Meeting Act. ASO OPERA TING AGREEMENT Page 11 of 33 The Secretary shall assure that the official GCBH, LLC documents and records, including the book of minutes of Executive Committee meetings and a list of all Representatives and Delegates, are kept at the Regional Office of GCBH, LLC and are available to the public as required by the Washington State Public Records Act. The Secretary shall assure distribution to the Representatives copies of the same, and shall have such other powers and duties as may be prescribed by the Executive Committee or this Operating Agreement. 5.4.6 Treasurer. The Treasurer shall assure that adequate and correct financial records of GCBH, LLC, including accounts of its assets, liabilities, receipts and disbursements, are kept and maintained and reported as directed by the Executive Committee. The Treasurer shall assure that financial adopted policies and procedures shall be followed and shall have such other powers and duties as may be prescribed by the Executive Committee or this Operating Agreement. 5.5 Advisory Board. In addition to the Executive Committee the ASO shall have m place an advisory board of the ASO ("Advisory Board") as required under RCW 74.24.300(8). 5.5.1 Membership of the Advisory Board shall consist of four (4) members from each of the three established provider networks and one (I) position for the Yakama Nation for a total of thirteen (13) members as follows: 1. Western ( 4): Yakima and Kittitas Counties. 2. Central (4): Benton and Franklin Counties. 3. Eastern (4): Walla Walla, Columbia, Garfield, Asotin and Whitman Counties. 4. Yakama Nation (1) 5.5.2 Appointments to the GCBH Advisory Board shall be made as follows: 1. Prospective members complete an application form and then will be interviewed by members of the Advisory Board. 2. The Advisory Board will recommend the perspective member to the GCBH, LLC Executive Committee for appointment 3. The Executive Committee will review the application and recommendation, and, if approved, the Chairperson will appoint the prospective new member. 5.5.3 The Advisory Board shall review and provide comments on plans and policies developed pursuant to chapter 71.24 RCW, provide local oversight regarding the activities of the ASO, and work with the ASO to address and resolve significant concerns regarding service delivery and outcomes. 5.5.4 The Chair of the Advisory Board, or designee, shall be an ex-officio, non-voting member of the Executive Committee. ASO OPERATING AGREEMENT Page 12 of 33 5.5.5 The GCBH, LLC Administrator shall review and monitor Advisory Board Membership to insure that the membership meets criteria of representing various populations and interest groups as required by statute and regulations. In the event the Advisory Board is not in accordance with applicable statute and regulations, the Executive Committee shall determine the Advisory Board changes so as to meet the representation requirements of the applicable statutes and regulations. 5.6 o mp nsalion. The ASO will not pay the County Authorities or the representatives of the Executive Committee or representatives of the Advisory Board any fees or other compensation for its services provided except as set forth in this Agreement. 5.6 imitation on Liabi lit y; l nd emifrfication. Neither the Executive Committee nor the Advisory Board, or their respective representatives, officials, County Authorities, managers, employees or agents, shall be liable, responsible or accountable in damages or otherwise to the ASO or the County Authorities for any act or omission performed in good faith pursuant to the authority granted by this Agreement or in accordance with its provisions, and in a manner reasonably believed to be within the scope of the authority granted and in the best interest of the ASO; provided that such act or omission did not constitute fraud, intentional misconduct, or gross negligence. The ASO shall defend, indemnify and hold harmless the Executive Committee and the Advisory Board and any of their respective representatives, officials, County Authorities, managers, employees or agents thereof, against any liability, loss, damage, cost or expense, including reasonable attorney's fees, which arise out of the ASO's actions, inactions or obligations under this Agreement. No County Authority or representative of the Executive Committee or the Advisory Board shall have any personal liability with respect to the satisfaction of any required indemnification. 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 Exe'c utive ·Comm it t ee . 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 Obli gatio ns of ounty Autho rities . Each County Authority shall carry out its ASO OPERATING AGREEMENT Page 13 of 33 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 imitation of County uthorit ies' iabi lity . 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 of their respective representatives, officials, County Authorities, managers, employees or agents thereof, against any liability, loss, damage, cost or expense incurred by them on behalf of the ASO or in furtherance of the ASO's interests without relieving any such person of liability for fraud, misconduct, bad faith or intentional torts. No County Authority shall have any personal liability with respect to the satisfaction of any required indemnification of the above mentioned persons. 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. In addition, the ASO shall reimburse a person claiming indemnification under this Section 6.2 for legal expenses and other costs incurred as a result of a legal action brought against such person if: (i) the legal action relates to the performance of duties or services by the person on behalf of the ASO; (ii) the legal action is initiated by a party other than a County Authority; and (iii) such person undertakes to repay ASO OPERA TING AGREEMENT Page 14 of 33 the advanced funds to the ASO if it is determined that such person 1s not entitled to indemnification pursuant to the terms of this Agreement. 6.3 Inspection of Record . Each County Authority shall have the right to inspect and copy at such County Authority's expense, the records required to be maintained by the ASO pursuant to Section 9. 7. 6.4 o Priority a11d R eturn f Capital. Except as expressly provided in Article 8 or 9, no County Authority shall have priority over any other County Authority, either as to the return of Capital Contributions or as to distributions. Any return of Capital Contributions or distributions shall be made on a pro rata basis, based on each County Authority's respective Percentage lnterest. 6.5 Withdrawal of Co un ty-Autho rity . A County Authority may voluntarily resign or otherwise withdraw as a County Authority;provided: (i) the withdrawing County Authority provides the other County Authorities and the GCBH Administrator with ninety (90) day written notice of its intent to withdraw; and (ii) the withdrawing County Authority shall not be entitled to payment or return of Capital Contributions or other monies paid to the ASO or held by the ASO whether prior to the date of the notice or between the date of notice and the date of withdrawal. ARTICLE 7 --MEETINGS OF EXECUTIVE COMMITTEE 7 .1 M ee'lfogs . All meetings of the Executive Committee will be held in full compliance with the Washington Open Public Meetings Act, chapter 42.30 RCW. The Executive Committee shall establish a regular business meeting time in compliance with RCW 42.30.070. Special meetings of the Executive Committee, as authorized by RCW 42.30.080, may be called by (i) the presiding officer of the Executive Committee; or by (ii) a majority of the representatives of the Executive Committee. 7.2 Place efMeeti ng s . The party or body calling the meeting as provided for in Section 7 .1 may designate any place within a County Authority County as the meeting site. If no designation is made, the place of meeting shall be the principal office of the ASO specified in Section 2.3 of this Agreement. 7.3 Notiee of Meeting /Age nd a . Written notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than three (3) nor more than thirty (30) days before the date of the meeting, either personally, by mail or by email, by or at the direction of the Executive Committee or the Executive Committee representatives calling the meeting, to each representative of the Executive Committee entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered three (3) calendar days after being deposited in the United ASO OPERA TING AGREEMENT Page 15 of 33 States Mail, addressed to the party as specified herein with postage thereon prepaid. An agenda of every meeting of the Executive Committee shall be posted on the ASO's web site at least twenty-four (24) hours in advance of the meeting. The notice and agenda provisions set forth in this Section are in addition to the notice and agenda provisions set forth in the Open Public Meetings Act, chapter 42.30 RCW. 7.4 Record Date . For the purpose of determining the Executive Committee representatives entitled to notice of or to vote at any meeting of the Executive Committee or any adjournment thereof, the date on which notice of the meeting is mailed or the date on which the resolution declaring such distribution is adopted, as the case may be, shall be the record date for such determination. When a determination of representatives entitled to vote at any meeting of the Executive Committee has been made as provided in this Section, such determination shall apply to any adjournment thereof. 7.5 Quorum. A quorum of the Executive Committee shall consist of a simple majority of Executive Committee representatives. In the absence of a quorum at any such meeting, the meeting may be adjourned as allowed by and pursuant to RCW 42.30.090. The Executive Committee representatives present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal during such meeting of that number of Executive Committee representatives whose absence would cause less than a quorum. Any meeting may be continued as allowed by and pursuant to RCW 42.30.100. 7.6 Manner of Aeling. If a quorum is present at a meeting of the Executive Committee, the affirmative vote of representatives from the Executive Committee holding more than fifty percent (50%) of the Units represented at the meeting shall be the act of the Executive Committee and of the County Authorities, unless the vote of a greater or lesser percentage is required by this Agreement or the LLC Act. Each individual representative of the Executive Committee is entitled to cast one vote per one Unit held by the respective County Authority he or she represents. 7.7 Rules of Procedure for Meetings. All meetings of the Executive Committee shall be conducted in accordance with Robert's Rules of Order, except where such rules are in conflict with the law and this Operating Agreement, whereupon the later two in the order listed shall govern over Robert's Rules of Order. 7.8 No Prox.ies . At all meetings of the Executive Committee a representative may only vote in person in a session of the meeting open to the public; no proxies or secret voting shall be permitted. Notwithstanding the foregoing, as provided for in Section 5.1 of this Agreement, a delegate appointed by a County Authority may vote in the case of absence of that County Authority's Executive Committee representative. 7.9 No AGlion by , o u ilty Authorities W itho u t a Meeting,. No action required or permitted to be taken at a meeting of the Executive Committee may be taken without a meeting. 7.10 Waiver of Notice_. When any notice 1s required to be given to a County ASO OPERATING AGREEMENT Page 16of33 Authority, a waiver thereof in writing signed by the County Authority entitled to such notice, whether before, at, or after the time stated therein, shall be equivalent to the giving of such notice. 7.11 Failure to Observe Formalitie~. Pursuant to RCW 25.15.061, notwithstanding anything herein to the contrary, this Agreement does not expressly require the County Authorities to hold any meetings and the failure to observe any formalities requiring the calling or conduct of any meeting shall not be considered a factor tending to establish personal liability of the County Authorities; provided that this provision shall not be construed to permit actions in violation of RCW Chapter 42.30. ARTICLE 8--CONTRIBUTIONS TO THE ASO AND CAPITAL ACCOUNTS 8.1 ounty Autho.rWes' ln.itial Capital · outribut ion . Each County Authority's initial Capital Contribution shall consist of its respective pro rata share of the assets of Greater Columbia Behavioral Health, LLC. All Capital Contributions, if any, shall be made prorata, based on each County Authority's respective Percentage Interest, all of which will be transferred to the ASO. 8.2 AddilionaJ Capital ontributions. Each County Authority shall be required to make such additional Capital Contributions as shall be determined by a unanimous vote of the full Executive Committee as necessary to meet the expenses of the ASO. All such Capital Contributions, if any, shall be made prorata, based on each County Authority's respective Percentage Interest. The Executive Committee shall give written notice to each County Authority of the amount of any required additional Capital Contribution, and each County Authority shall pay to the ASO such additional Capital Contribution no later than sixty (60) days following the date such notice is given, subject to each County Authority's appropriation process and procedures. Nothing contained in this Section 8.2 is or shall be deemed to be for the benefit of any person other than the County Authorities and the ASO, and no such person shall under any circumstances have any right to compel any actions or payments by the County Authorities. 8.3 Capita l Accounts. 8.3.1 Establishment and Maintenance. A separate Capital Account will be maintained for each County Authority throughout the term of the ASO. Each County Authority's Capital Account will be increased by (1) the amount of money contributed by such County Authority to the ASO; and (2) the fair market value of property contributed by such County Authority to the ASO (net of liabilities secured by such contributed property that the ASO is considered to assume). 8.3.2 .omp lian ce with Regulations. The manner in which Capital Accounts are to be maintained pursuant to this Section 8.3 is intended to comply with the ASO OPERA TING AGREEMENT Page 17 of 33 requirements of Code Section 704 (b) and the Regulations promulgated thereunder. If in the opinion of the ASO's legal counsel or auditors the manner in which Capital Accounts are to be maintained pursuant to the preceding provisions of this Section 8.3 should be modified in order to comply with Code Section 704 (b) and the Regulations thereunder, then notwithstanding anything to the contrary contained in the preceding provisions of this Section 8.3, the method in which Capital Accounts are maintained shall be so modified; provided, however, that any change in the manner of maintaining Capital Accounts shall not materially alter the economic agreement between or among the County Authorities. ARTICLE 9 --ACCOUNTING, BOOKS, AND RECORDS 9.1 Accounting Methods. The ASO's books and records shall be kept, and its financial statements prepared, under such permissible methods of accounting, consistently applied, as the Executive Committee determines is in the best interest of the ASO and its County Authorities and in full compliance with record-keeping and accounting methods required by Washington law and/or the Washington State Auditor and in compliance with the requirements of any state or federal program providing funding or other support for the ASO's programs and services. 9.2 Budget. The GCBH, LLC Administrator shall prepare, and the Executive Committee shall consider and adopt, an annual budget reflecting proposed revenues and expenditures for the next fiscal year no later than December 1, of each preceding fiscal year. 9.3 Disbursements. Funds received by contract from the HCA shall be disbursed according to the budget as approved. Vouchering and reimbursement procedures shall be developed in accordance with relevant regulations and approved equitable allocation formulas. 9.4 Funds and Audit. Funds provided to the ASO from all sources shall be maintained as a separate fund in the Benton County Treasury or other County Treasury as designated by the ASO's Executive Committee. Such funds shall be designated as the Operating Fund of the ASO per RCW 39.34.030(4)(b) in the Benton County Treasury or other County Treasury as determined by the Executive Committee. These monies shall be subject to the same audit and fiscal controls as other funds held by the designated County Treasury. Interest from the investment of ASO funds, as directed by the ASO, shall accrue to the benefit of the ASO, however, the Benton County Treasury shall retain investment income from all funds, including ASO's, invested as surplus funds as part of Benton County's residuary treasury cash balance pursuant to RCW 36.29.020 . 9.5 Interest on and Retum of Capital Contributi • ns. No County Authority shall be entitled to interest on its Capital Contribution or to return of its Capital Contribution, except as otherwise specifically provided for herein. 9.6 Accounlinu: Period. The ASO's fiscal year shall be July 1 through June 31. 9.7 Record , Audits and Reports: Public Records Requests and HIPAA. At the ASO OPERA TING AGREEMENT Page 18 of 33 expense of the ASO, the GCBH, LLC Administrator shall maintain records and accounts of all operations and expenditures of the ASO. All records shall be maintained and be available to the public pursuant to the Washington Public Records Act, chapter 42.56 RCW, chapter 70.02 RCW, the Health Insurance Portability and Accountability Act ("HIPAA"), PL 104-191, as amended and retained pursuant to retention requirements as set forth in RCW Title 40, WAC 434 and schedules established by the Washington Secretary of State, all as may be amended from time to time. At the minimum the ASO shall keep at its principal place of business the following records: (a) A current list and past list, setting forth the full name and contact information for each County Authority and each County Authority representative serving on the Executive Committee; (b) A current list and past list, setting forth the full name and contact information for each representative sitting on the Advisory Board ; (c) A copy of the Certificate of Formation and all amendments thereto; (d) Copies of this Agreement and all amendments hereto ; (e) Minutes of the County Authority meeting and any written consents obtained from County Authorities for actions taken by County Authorities without a meeting; (f) Copies of the ASO's financial statements for the seven (7) most recent years; and (g) Its Public Records Policy and Procedures and the name or job title and contact information of its Public Records Officer . All records related to the ASO shall be available for inspection and photocopying under the provisions of the Washington Public Records Act, chapter 42 .56 RCW ("PRA"), subject to any exemptions or limitations on disclosure. At the expense of the ASO, the ASO shall adopt a public records policy in compliance with the PRA to respond to public records requests received by the ASO. Each County Authority shall respond to public records requests received by that County Authority. If a County Authority receives a request for a ASO record that the County Authority has used, but does not possess, the County Authority shall : a) provide a copy of the request to the ASO and identify the specific record sought; and b) notify the requester that the public records request has been forwarded to the ASO a for the specific record. Upon receipt of a forwarded request, the ASO, in good faith, shall promptly provide the requested document to the forwarding County Authority or respond to the forwarded request as a public records request from the requester for the specific record sought. Conversely, if the ASO receives a request for a County Authority-related record that the ASO OPERA TING AGREEMENT Page 19 of 33 ASO has used, but does not possess, the ASO shall: a) forward a copy of the request to the County Authority and, if applicable, to the other County Authorities, and identify the specific record sought; and b) notify the requestor that the public records request has been forwarded to the County Authority and, if applicable, to the other County Authorities, for the specific record. Upon receipt of a forwarded request, such County Authority and the ASO, in good faith, shall promptly respond to the forwarded request as a public records request from the requestor for the specific record sought. ARTICLE 10 --TRANSFERABILITY IO. I Gene1:a l. Except as otherwise expressly provided in this Agreement, a County Authority shall not have the right to: (a) Sell, assign, transfer, exchange or otherwise transfer for consideration, (collectively, "sell" or "sale"); or (b) Pledge, encumber or otherwise use all or part of its County Authority's Units or interests in the ASO as security for a loan or other obligation. ARTICLE 11--DISSOLUTION AND TERMINATION 11.1 Dissolution. The ASO shall be dissolved upon the unanimous vote of the County Authorities of the ASO held at the time of the vote. 11.2 W ind ing Up. Liq u idat ion and Di trib ution of Assets . Upon dissolution, the Executive Committee shall immediately proceed to wind up the affairs of the ASO. The Executive Committee shall sell or otherwise liquidate all of the ASO's assets as promptly as practicable ( except to the extent the Executive Committee may determine to distribute any assets to the County Authorities in kind) and shall apply the proceeds of such sale and the remaining ASO assets in the following order of priority: 11.2.1 Payment of creditors, to the extent otherwise permitted by law, m satisfaction of liabilities of the ASO; 11.2.2 To establish any reserves that the Executive Committee deems reasonably necessary for contingent or unforeseen obligations of the ASO and, at the expiration of such period as the Executive Committee shall deem advisable, the balance then remaining in the manner provided in Section 11.2.3 below; 11.2.3 By the end of the fiscal year in which the liquidation occurs ( or, if later, within ninety (90) days after the date of such liquidation), to the County Authorities in proportion to the positive balances of their respective Capital Accounts, as determined after taking into account all Capital Account adjustments for the taxable year during which the ASO OPERA TING AGREEMENT Page 20 of 33 liquidation occurs (other than those made pursuant to this Section 11.2.3). 11.3 Termination. The Executive Committee shall comply with any applicable requirements of applicable law pertaining to the winding up of affairs of the ASO and the final distribution of its assets. Upon completion of the winding up , liquidation and distribution of the assets, the ASO shall be deemed terminated. 11.4 Certificate of Cancellation. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefore and all of the remaining property and assets have been distributed to the County Authorities, the Executive Committee shall file a certificate of cancellation. Upon filing the certificate of cancellation, the existence of the ASO shall cease, except as otherwise provided in the LLC Act. 11.5 Return of Co nt r ibution Nonrecourse to Other Co unl y A ut horiti es . Except as provided by law or as expressly provided in this Agreement, upon dissolution each County Authority shall look solely to the assets of the ASO for the return of its Capital Contributions, if any. Return of Capital Contributions shall be made on a pro rata basis reflecting the County Authorities' Percentage Interests. If the property remaining after the payment or discharge of liabilities of the ASO is insufficient to return the contributions to the County Authorities, no County Authority shall have recourse against any other County Authority, the ASO or GCBH Administrator. ARTICLE 12 --MISCELLANEOUS PROVISIONS 12.1 otices. Any notice, demand, or communication required or permitted under this Agreement shall be deemed to have been duly given if delivered personally to the party to whom directed or, if mailed by registered or certified mail, postage and charges prepaid, addressed: (a) if to a County Authority, to the County Authority's address specified in the attached Exhibit A; (b) if to the ASO, to the address specified in Section 2.3 of this Agreement; and (c) if to the GCBH, LLC Administrator to the address specified in Section 2.3. Except as otherwise provided herein, any such notice shall be deemed to be given when personally delivered or, if mailed, three (3) business days after the date of mailing. A County Authority, the ASO or the GCBH, LLC Administrator may change its address for the purposes of notices hereunder by giving written notice to the others specifying such changed address in the manner specified in this Section 12.1 of this Agreement. Notwithstanding the foregoing with respect to ordinary communications between the County Authorities, the Executive Committee representatives and the GCBH, LLC Administrators communication via email is permitted. 12.2 Goveming _Law. This Agreement shall be construed and enforced m 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. ASO OPERA TING AGREEMENT Page 21 of 33 12.4 Conflict o Jnterest 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 urnul ati e . 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 Severa bili ty . Ifany 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, prov1s1ons 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 the benefit of or enforceable by any of the creditors of the ASO or any third parties. 12.12 oui1terparts . This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. ASO OPERATING AGREEMENT Page 22 of 33 12.13 Inves tme nt R e prese ntation s. The Units have not been registered under the Securities Act of 1933, the Securities Act of Washington or any other state securities laws (collectively, the "Securities Acts"). Each County Authority hereby confirms the Units have been acquired for such County Authority's own account, for investment and not with a view to the resale or distribution thereof and may not be offered or sold to anyone unless there is an effective registration or other qualification relating thereto under all applicable Securities Acts. 12.14 In adopting this Agreement, in addition to adopting the Articles, the County Authorities hereby also adopt, and agree to, the Recitals and the facts set forth herein. [THE REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY. SIGNATURES FOLLOW.] ASO OPERATING AGREEMENT Page 23 of 33 The member counties to this Agreement do hereby agree by their signature to approve this Agreement which replaces all prior agreements concerning Greater Columbia Behavioral Health, LLC. This agreement is signed on this ___ day of _____ 2018. ASO OPERATING AGREEMENT ASOTIN COUNTY, WASHINGTON Chairman Member Member Constituting the Board of County Commissioners of Asotin County, Washington. Attest: Clerk of the Board Approved as to form: Prosecuting Attorney Page 24 of 33 The member counties to this Agreement do hereby agree by their signature to approve this Agreement which replaces all prior agreements concerning Greater Columbia Behavioral Health, LLC. This agreement is signed on this ___ day of ____ ~ 2018. ASO OPERATING AGREEMENT BENTON COUNTY, WASHINGTON Chairman Member Member Constituting the Board of County Commissioners of Benton County, Washington. Attest: Clerk of the Board Approved as to form: Deputy Prosecuting Attorney Page 25 of33 The member counties to this Agreement do hereby agree by their signature to approve this Agreement which replaces all prior agreements concerning Greater Columbia Behavioral Health, LLC. This agreement is signed on this ___ day of ____ _, 2018 . ASO OPERATING AGREEMENT COLUMBIA COUNTY, WASHINGTON Chairman Member Member Constituting the Board of County Commissioners of Columbia County, Washington. Attest: Clerk of the Board Approved as to form: Prosecuting Attorney Page 26 of 33 The member counties to this Agreement do hereby agree by their signature to approve this Agreement which replaces all prior agreements concerning Greater Columbia Behavioral Health, LLC. This agreement is signed on this ___ day of ____ __, 2018. ASO OPERATING AGREEMENT FRANKLIN COUNTY, WASHINGTON Chairman Member Member Constituting the Board of County Commissioners of Franklin County, Washington. Attest: Clerk of the Board Approved as to form: Deputy Prosecuting Attorney Page 27 of 33 The member counties to this Agreement do hereby agree by their signature to approve this Agreement which replaces all prior agreements concerning Greater Columbia Behavioral Health, LLC. This agreement is signed on this ___ day of ____ _, 2018. ASO OPERATING AGREEMENT GARFIELD COUNTY, WASHING TON Chairman Member Member Constituting the Board of County Commissioners of Garfield County, Washington. Attest: Clerk of the Board Approved as to form: Deputy Prosecuting Attorney Page 28 of33 The member counties to this Agreement do hereby agree by their signature to approve this Agreement which replaces all prior agreements concerning Greater Columbia Behavioral Health, LLC. . ,d This agreement is signed on this c9Jt vtlay or llf.:fobct:2018 . ASO OPERA TING AGREEMENT KITTITAS COUNTY, WASHINGTON c:i!:£) - Member Constituting the Board of County Commissioners of Kittitas County, Washington. Approved as to form: Deputy Prosecuting Attorney Page 29 of 33 The member counties to this Agreement do hereby agree by their signature to approve this Agreement which replaces all prior agreements concerning Greater Columbia Behavioral Health, LLC. This agreement is signed on this ___ day of ____ _, 2018 . ASO OPERA TING AGREEMENT WALLA WALLA COUNTY, WASHINGTON Chairman Member Member Constituting the Board of County Commissioners of Walla Walla County, Washington. Attest: Clerk of the Board Approved as to form: Deputy Prosecuting Attorney Page 30 of33 The member counties to this Agreement do hereby agree by their signature to approve this Agreement which replaces all prior agreements concerning Greater Columbia Behavioral Health, LLC. This agreement is signed on this ___ day of ____ _...,, 2018. ASO OPERA TING AGREEMENT WHITMAN COUNTY, WASHING TON Chairman Member Member Constituting the Board of County Commissioners of Whitman County, Washington. Attest: Clerk of the Board Approved as to form: Deputy Prosecuting Attorney Page 31 of 33 The member counties to this Agreement do hereby agree by their signature to approve this Agreement which replaces all prior agreements concerning Greater Columbia Behavioral Health, LLC. This agreement is signed on this ___ day of ____ ~ 2018. ASO OPERA TING AGREEMENT YAKIMA COUNTY, WASHINGTON Chairman Member Member Constituting the Board of County Commissioners of Yakima County, Washington. Attest: Clerk of the Board Approved as to form : Deputy Prosecuting Attorney Page 32 of 33 EXHIBIT A COUNTY AUTHORITY INFORMATION Asotin County P.O. Box 250 Asotin, WA 99402 Benton County 620 Market St. Prosser, WA 99350 Columbia County 341 E. Main St. Dayton , WA 99328 Franklin County 1016 N. 4th Ave. Pasco, WA 99301 Garfield County P.O. Box278 Pomeroy, WA 9934 7 Kittitas County 205 W. 5th St., Suite 108 Ellensburg, WA 98620 Walla Walla County P.O. Box 1506 Walla Walla, WA 99362 Whitman County 404 N. Main Street Colfax, WA 99111 Yakima County 128 N. 2nd St., Rm 232 Yakima, WA 98901 ASO OPERA TING AGREEMENT as of July 1, 2018 UNITS INTEREST One 11.11% One 11.11% One 11.11% One 11.11% One 11.11% One 11.11% One 11.11% One 11.11% One 11.11% Page 33 of33