HomeMy WebLinkAboutFINAL SIGNED AMENDED OPERATING AGREEMENT 021120FIRST AMENDED JOINT COUNTY AUTHORITY ASG INTERLOCAL
❑AERATING AGREEMENT OF
GREATER COLUMBIA BEHAVIORAL HEALTH, LLC,
a Washington Behavioral Health Administrative Services
Organization and limited liability company
Dated and
Effective as of
January I, 2020
FIRST AMENDED ASO OPERATING AGREEMENT
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FIRST AMENDED JOINT COUNTY AUTHORITY ASO INTERLOCAL
OPERATING AGREEMENT OF
GREATER COLUMBIA BEHAVIORAL HEALTH, LLC
THIS FIRST AMENDED JOINT COUNTY AUTHORITY ASO OPERATING
AGREEMENT (this "Agreement") amends and replaces the JOINT COUNTY
AUTHORITY ASO INTERLOCAL OPERATING AGREEMENT OF GREATER
COLUMBIA BEHAVIORAL HEALTH dated June 22, 2018 and effective January 1,
2019 and is made and entered into effective as of January 1, 2020, by and among the
following County Authorities: Asotin County, Benton County, Columbia County,
Franklin 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, are entering into this Agreement under the authority of the Interlocal
Cooperation Act, specifically RCW 39.34.030, to jointly provide a community
behavioral 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 a Behavioral Health 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
administration of 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 71.24.110.
D. This Agreement also serves as an Operating Agreement as provided for in the
LLC Act, as defined below, as well as an Interlocal Agreement, as
authorized by RCW 39.34.030,
E. RCW 39.34.030 expressly authorizes local government, such as the County
Authorities, to form limited tiability 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.
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ARTICLE ll-- DEFINITIONS
The following terms used in this Agreement shall have the following meanings
(unless otherwise expressly provided herein):
1.1 "ASD Act" means Laws of 2019, chapter 325.
1.2 "Administrative Service Organization" (ASD) 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 ASO in
cash or property by a County Authority whenever made.
1.5 "Certificate of Formation" means the certificate of formation pursuant to
which the ASD 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
correspondi jig provisions of subsequent supersedi jig federal revenue laws.
1.7 "County Authority" or "County Authorities" shall have the same meaning as
used in RCW 71.24.025, as amended, and shall include only Asotin, Benton, Columbia,
Franklin, Garfield, Kittitas, Walla Walla, Whitman 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 arnended. 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 ofthe 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.
1.12 "Majority Interest" means, at any time, more than fifty percent (50%) of
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the total Units held by the County Authorities.
1.13 "Executive Committee" means the governing body of the ASO as further
specified in Article S 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 of representatives 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, t h e
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
of Article 10 and Section 12.3 of this Agreement.
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ARTICLE 2 -- FORMATION OF ASO AS AN LLC
2.1 Formation. The ASO as an LLC was formed on lune 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 Principal Place of Business. The principal place of business of the ASD 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 Re istered Office and Re istered Agent. The ASO's initial registered agent and
the address of its initial registered office in the State of Washington are as follows:
Name Address
James F. Bell 410 N. Neel St., Suite A, Kennewick, WA 99335
The registered office and registered agent may be changed by the County Authorities from time
to time by Fling 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 1 1 of this Agreement or the LLC Act.
ARTICLE 3 -AUTHORITY, BUSINESS AND PURPOSE OF ASO
3.1 Authority. As provided for in RCW 71.2.4.015, it is the intent of the State of
Washington to encourage the development of a community based behavioral health service delivery
system focused on maintaining individuals with behavioral health issues in the community. This
Agreement is a joint operating agreement among the County Authorities to initially operate as
an ASO. Pursuant to Laws of 2 019, chapter 3 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 administration of the provision of designated behavioral
health services and behavioral health crisis services within the boundaries of the
County Authorities and to take such other and further actions as are required and/or
authorized by the ASD Act. The mutual goal of the County Authorities, in entering into this
Agreement, is to work together to provide designated behavioral health services and
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behavioral health crisis services to the citizens of each of the County Authorities in an efficient
and streamlined manner.
The Interlocal Cooperation Act, specifically RCW 39.34.034, 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)(6) 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 designated behavioral
health services and behavioral health crisis 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 under RCW 71.24,
including, RCW 71.24. 100, which states that the ASO shall appoint a single fiscal agent for the
regional service area.
3.2. Business 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 manage behavioral health crisis services and other designated behavioral
health services 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.
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ARTICLE 5 --MANAGEMENT
5.1 Management. The ASO is a manager -managed LLC under RCW
25.15.154. 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 turn 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 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
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: 1) Executive Committee representatives and delegate; 2) Any 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
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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 Decision -Makin. 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 39.34.480, 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 in
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
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 71.2.4 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 have the authority to
hire, evaluate, give direction to and terminate the ASO's administrator and employees
(collectively "GCBH Administrator"). While maintaining all overall authority and
responsibility, the Executive Committee may delegate authority to the GCBH Administrator to
administer the ASO's day-to-day 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.,
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(ii) Execute contracts for the provision of services and operation of
the ASO, including leases for rental of real 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.
5.3.5 Spend the capital and revenues of the ASO in the furtherance of the
business ofthe 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 ofthe 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
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;
5.3.10As provided for in RC 71.2.350, as amended, provide for and establish
a separately funded behavioral health ombuds' office that is:
(i) Independent ofthe ASO and of the Managed Care Organizations for the
ASO service area: and
(ii) That maximizes the use of consumer advocates.
5.3.1 1 Establish risk reserve funds as prudent and as required by its contracts.
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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; 1) ovided, 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, ofthe 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 frorn ASO funds;
5.3. l4 Enter into any and all other agreements for any purpose, in such form as
the Executive Committee may approve;
5.3.1 S 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 of Washington; and
5.3-16 To do and perform all other acts as may be necessary or appropriate to
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 or Resi nation. Any officer may be removed without cause by a
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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 genera[, shall supervise the business and affairs of
GCBF1, 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.
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 relegates,
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 shat[ 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 rept 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
in place an advisory board of the ASO ("Advisory Board") as required under RCW
71.24.300(8).
5.5.1 Membership of the Advisory Board shall consist of twelve (12) members
from the ASO service region and one (1) position for the Yakama Nation for a total of thirteen
(13) members.
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5.5.1.1 The Advisory Board membership shall be broadly
representative of the geographic and demographic mix of service
population within the region.
5.5.1.2 The Advisory Board shall have at least fifty-one percent
(51%) of the membership be persons with Lived experience,
parents or legal guardians of persons with lived experience and or
self -identified as a person in recovery From a behavioral health
disorder.
5.5.1.3 The Advisory Board should seek to have membership that
also includes law enforcement representation, county
representation and, in any case, no more than four elected
officials.
5.5.I.4 The Advisory Board membership shall not include any
employees, managers or other decision makers of subcontracted
agencies who have the authority to make policy or fiscal decisions
on behalf of the subcontractor.
5.5.1.5 No member shall be appointed to the Advisory Board if
such appointment would violate the appearance of fairness
doctrine or who would appear to have a potential or real conflict
of interest.
5.5.1.6 The Advisory Board shall strive to maintain a broad
representation of membership from among all member counties
and from across the entire ASO service region with an emphasis
placed on having members from as many various ASO county
regions as possible and practicable.
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 7.1.24 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. Additionally, the Advisory Board wilt solicit and use
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the input of Consumers with behavioral health issues to improve behavioral health service
delivery in the region.
5.5.4 Advisory Board members shall serve three (3) year renewable terms and
until their successors are appointed and qualified, except that newly appointed members may
serve longer terms so that an equal number of vacancies occur each year_
Each year, those members whose term expire may seek to renew their term.
Such a request shall be made to the Chairperson, who, with approval of a majority of members,
shall recommend renewal of the member's term to the GCBH, LLC Executive Committee. The
Executive Committee will discuss the renewal request and recommendation, and if approved,
the Executive Committee Chairperson will renew the member for an additional three (3) year
term.
5.5.5 The Chair of the Advisory Board, or designee, shall be an ex -officio,
non-voting member of the Executive Committee.
5.5.6 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 Compensation. 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 Limitation on Liability: Indemnification. 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, off] cials, County
Authorities, managers, employees or agents thereof, against any liability, loss, damage, cast 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.
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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 ASC 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 Executive 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 Obligattons of County Authorities. 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.
5.2 Limitation of County Authorities' Liability. 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 c o n s t i t u t e 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. [f 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 RC W 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 OPERATING AGREEMENT
Page 14 of 33
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 shalt be €nade 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
the advanced funds to the ASO if it is determined that such person is not entitled to
indemnification pursuant to the ternis of this Agreement.
6.3 Inspection of Records. 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 No Priority and Return of 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 Interest.
5.5 Withdrawal of CouW Authority. 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 ofwithdrawaI.
ARTICLE 7 -- MEETINGS OF EXECUTIVE COMMITTEE
7. IMe etin s. All meetings of the Executive Committee will be held in full
FIRST AMENDED ASD OPERATING AGREEMENT
Page 15 of 33
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 ofthe ExeCLItive Committee; or by (ii) a majority ofthe
representatives ofthe Executive Committee.
7.2 Place of Meetings. The party or body calling the meeting as provided for in
Section 7.I may designate anyplace 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 ofthis Agreement.
7.3 Notice ofMeetings/Agendas. 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
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 RC W.
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 Actin. 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.
FIRST AMENDED ASO OPERATING AGREEMENT
Page 16 of 33
7.7 Rules of Procedure for Mectinszs. 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 Proxies. 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 Action by Count Authorities Without 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 is required to be given to a County
Authority, a waiver thereof in writing sinned: 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 Formalities. 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 ofRCW Chapter 42.30.
ARTICLES CONTRIBUTIONS TO THE ASO AND CAPITAL ACCOUNTS
8.1 Countv Authorities` Initial Capital Contributions. 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 Additional Capital Contributions. 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
FIRST AMENDED ASG OPERATING AGREEMENT
Page 17 of 33
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 Capital 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 Compliance with Regulations. The manner in which Capita[ Accounts
are to be maintained pursuant to this Section 8.3 is intended to comply with the
requirements of Code Section 744 (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 detennines is in the best interest of the ASD 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. Pursuant to RCW 71.24.100, GCBH, LLC shall appoint a
single fiscal agent to serve the fiscal and financial needs of the ASO. Funds provided to the ASO
FIRST AMENDED ASO OPERATING AGREEMENT
Page 18 of 33
from all sources shall be maintained and managed by the appointed single fiscal agent. GCBH,
LLC, is appointed to serve as its own single fiscal agent.
9.5 Interest_ on and Return of Capital Contributions. 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 Accounting Period. The ASO's fiscal year shall be July 1 through ,Pune 31.
9.7 Records. Audits and Reports: Public Records Requests and HIPAA. At the
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 frill 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 gelated 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.
FIRST AMENDED ASC] OPERATING AGREEMENT
Page 19 of 33
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 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
14.1 General. 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 l 1-- 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 Winding Up, Liquidation and Distribution 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 ally
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, in
satisfaction of liabilities of the ASO;
FIRST AMENDED ASO OPERATING AGREEMENT
Page 20 of 33
11.2.2 To establish any reserves that the Executive Committee deems
reasonably necessary for contingent or unforeseen obligations of the ASC 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
liquidation occurs (other than those made pursuant to this Section 1 1.2.3).
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 Contribution Nonrecourse to Other County Authorities. 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 ASD 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 Notices. 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 GCBI-1, 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.
FIRST AMENDED ASO OPERATING AGREEMENT
Page 21 of 33
Notwithstanding the foregoing with respect to ordinary communications between the County
Authorities, the Executive Committee representatives and the GCBH, LLC Administrators
communication via emai 1 is pennitted.
12.2 Governing Law. This Agreement shall be construed and enforced in
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.
12.4 Conflict of Interest 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
claire 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 Cumulative. 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 SeyerabiIity. 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 #idlest extent permitted by law.
12.10 Successors and Assigns. Each of the covenants, terms, provisions and
agreements herein contained shall be binding upon and inure to the benefit of the parties
FIRST AMENDED ASO OPERATING AGREEMENT
Page 22 of 33
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 Counterparts. 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.
12.13 Investment Representations. 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.I4 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.]
FIRST AMENDED ASG 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. 01
This agreement is signed on this _day of 2019.
ASOTTN COUNTY, WASHINGTON
�f i
Yrf9f Shinn, Chairman
Jim 3 ords, V' e fir
hris Seubert,4mber
Constituting the Board of County
Commissioners of Asotin County,
Washington.
Attest:
Approved as to form:
Benjamin Nichols
Prosecuting Attorney #23006
FIRST AMENDED ASO OPERATING AGREEMENT
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 1�7 day of 2019,
BENTON COUNTY, WASHINGTON
SHON SMALL - ABSENT
Chairman
Constituting the Board of County
Commissioners of Benton County,
Washington.
Attest:
Clerk of the Board
Approved as to form:
X;4�
Deputy Pro ecut ng Attorney
FIRST AMENDED ASO OPERATING AGRFEMP.NT
Page 25 of 33
The member counties to this Agreement do hereby agree by their signature to approve this
Amendment which amends the JOINT COUNTY AUTHORITY ASO INTERLOCAL
OPERATING AGREEMENT concerning Greater Columbia Behavioral Health, LLC.
This agreement is signed on thisi W±day of 2019.
COLUMBIA COUNTY, WASHINGTON
Chairman
— /4 A k
Member
Member
Constituting the Board of County
Commissioners of Columbia. County,
Washington.
Attest.
Clerk of7%e Board
Approved as to form:
Prosecuting Attorney
AMENDMENT TO ASG OPERATING AGREEMENT Page 6 of 12
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 _L7_day of -Iy! , 2019.
FRANKLIN COUNTY, WASHINGTON
Chairman
Approved by Brad Peck
-relapbowcod I v
dber
L'i�4
Member
Constituting the Board of County
Commissioners of Franklin County,
Washington.
Attest:
J��- Tj"Vu�
Clerk of the Board
Approved as to form:
uty P Attorney
2019-384
FIRST AMENDED ASO OPERATING AGREEMENT
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 J�Qt day of T)eL 2019.
GARFIELD COUNTY, WASHINGTON
Chai an
Meinber
Member
Constituting the Board of County
Commissioners of Garfield County,
Washington.
Attest:
Clerk of the Board
Prosecuting Attorney
FIRST AMENDED ASO OPERATING AGREEMENT
Page 28 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 ! I qday of 0A.M
'c.
E
Vri
FIRST AMENDED ASO OPERATING AGREEMENT
Page 29 of 33
K.ITTITAS COUNTY, WASHINGTON
Chairman
ember
Constituting the Board of County
Commissioners of Kittitas County,
Washington.
Approved as to form:
Deputy Prosecuting Attorney
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. r
This agreement is signed on this day of 2019.r
WALLA WALLA COUNTY, WASHINGTON
Constituting the Board of County
Commissioners of Walla Walla County,
Washington.
Attest:
Clerk of the Board
Approved as to form:
X,9-&
Dep6ty Prosecuting Attorney
FIRST AMENDED ASO OPERATING AGREEMENT
Page 30 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, 2019.
WHITMAN COUNTY, WASHINGTON
is afrerilgo
rraffifflifflo
r
IV
Me ber /
xw�'
kyj W9 41 *�
Constituting the Board of County
Commissioners of Whitman County,
Washington.
Attest:
Clerk of the Board ` ��,9�
13'(! C0nn46 U6 S, 4"d'
'UeYVI &F Awl Goaar-1
Approved as to form:
Deputy Prosecuting WOrney
FIRST AMENDED Aso OPERATING AGREEMENT
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. DEL 17 20b
This agreement is signed on this day of , 2019.
YAKIMA COUNTY. WASHINGTON
�r..ratl•
�� EXCU D
tember
s' y�IMA Co"',
: 0 4wAsti�y oyrC..
M ber
a. :moo s
Constituting the Board of County
Commissioners of Yakima County,
Washington.
Attest:
Clerk of the Board
Approved as to fortn:
Deputy Prosecuting Attorney
W� �A-#3S4et
DOCC Agreement
FIRST AMENDED ASO OPERATING AGREEMENT
Page 32 of 33 343 — 2 0 19
Yakima Co«nty "'
178 N. 21111 St., Rm 232
Yakima, WA 98901
F1 RST ANlENDED ASO OPERATING AGREEMENT
Page 33 of 33
EXHIBIT A
COUNTY AUTHORITY INFORMATION
as of July 1, 2018
NAMES AND ADDRESSES OF
UNITS
PERCENTAGE
COUNTY AUTHORITIES
INTEREST
Asotin County
One
P.O. Box 250
Asotin, WA 99402
Benton County
One
Il.11%
520 Market St.
Prosser . WA 99350
Columbia County
One
11.11%
341 E. Main St.
Dayvtou , WA 99328
Franklin County
One
I l , i I
1015 N. 4"' Ave.
Pasco, WA 99301
Garfield County
One
11.11%
P.O. Box 278
Pomeroy, WA 99347
Kittitas County
One
11.1 i%
205 W. 5"' St., Suite 108
Ellensburg, WA 98520
Walla Walla Cputriy
One
11.11%
P.O. Box 1505
Walla Walla, WA 99352
Whitman County
One
11.11%
404 N. Main Street
Colfax, WA 991 I 1
Yakima County
One
11.11%
178 N. 21111 St., Rm 232
Yakima, WA 98901
F1 RST ANlENDED ASO OPERATING AGREEMENT
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