Amendment No. 1 to the Great Rivers Behavioral Health Organization Interlocal Agreement BEFORE THE BOARD OF COUNTY COMMISSIONERS
OF LEWIS COUNTY, WASHINGTON
IN RE
A RESOLUTION TO APPROVE AMENDMENT ) RESOLUTION 19- O(:,0
NO 1 TO THE GREAT RIVERS BEHAVIORAL )
HEALTH ORGANIZATION INTERLOCAL )
AGREEMENT AND TO APPROVE ITS LIMITED )
LIABILITY COMPANY OPERATING AGREEMENT )
WHEREAS, in 2015 Lewis, Cowlitz, Grays Harbor, Pacific, and Wahkiakum counties formed the
Great Rivers Behavioral Health Organization (GRBHO) via an interlocal agreement to plan,
coordinate and administer behavioral health and crisis services in the five counties, and
WHEREAS, the interlocal agreement contemplated that GRBHO would eventually transition to
the corporate form of a Limited Liability Company (LLC), and
WHEREAS, transitioning to an LLC will further GRBHO's ability to administer and provide
behavioral health and crisis services as the law and practice of such services evolve, and
WHEREAS, representatives of the five counties and GRBHO staff have developed an LLC
operating agreement that ensures meaningful public participation in GRBHO's governance and
activities within the five counties, and
WHEREAS all five counties must individually adopt Amendment No 1 to the GRBHO interlocal
agreement and the LLC operating agreement for them to take effect, and
WHEREAS, the BOCC has reviewed the attached Amendment No 1 to the GRBHO interlocal
agreement and LLC operating agreement and finds that they are in the public interest,
NOW, THEREFORE, BE IT RESOLVED that Amendment No 1 to the GRBHO interlocal
agreement and the LCC operating agreement are hereby approved and shall be executed by the
members of the BOCC Lewis County's designated representatives to the GRBHO governance
structure remain unchanged
DONE IN OPEN SESSION this 25th day of February, 2019
APPROVED AS TO FORM BOARD OF COUNTY COMMISSIONERS
Jonathan Meyer, Prosecuting Attorney ' " OUNTY, WASHINGTON
By Eric Eisenberg Chief Civil Hobert C Jackson, Chair
Deputy Prosecuting Attorney
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ATTEST. ••••• Gary Sta ser Vice Char
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Rieva Lester, Clerk of tjid a t N(:E i o• Edna J Fund, C f r missioner
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AMENDMENT NO 1
TO
GREAT RIVERS BEHAVIORAL HEALTH ORGANIZATION
INTERLOCAL AGREEMENT
THIS AGREEMENT, made and entered into this 2 day of kb(L,a l , 2019,
by and between Cowlitz, Grays Harbor, Wahkiakum, Pacific and Lewis counties, hereinafter
collectively referred to as the `Parties',
WITNESSETH.
WHEREAS, Cowlitz, Grays Harbor, Wahkiakum, Pacific and Lewis counties previously
entered into the Great Rivers Behavioral Health Organization Interlocal Agreement dated
September 28, 2015, (hereinafter referred to as the "Interlocal Agreement") for the purpose of
establishing a Behavioral Health Organization to carry out the responsibilities of a Behavioral
Health Organization as defined in RCW 71 24 045 within the Regional Service Area composed
of Cowlitz, Grays Harbor, Wahkiakum, Pacific, and Lewis Counties, and
WHEREAS, Section 13 of the Interlocal Agreement provides for amendments to said
Agreement, and
WHEREAS, the parties wish to amend the Interlocal Agreement to organize Great Rivers
Regional Support Network as a Limited Liability Company as originally contemplated by the
parties m Section 3 a. of the Interlocal Agreement,
Now, therefore, in consideration of the mutual promises and covenants contained herein,
the Parties agree as follows
Section 1 Section 3 a. of the Interlocal Agreement is hereby amended to read as
follows.
"Name. The name of the Behavioral Health Organization shall be "Great Rivers
Behavioral Health Organization, LLC" (hereinafter referred to as `Great Rivers')
Great Rivers shall be a separate legal entity with its own employees Great Rivers
shall be organized as a Limited Liability Company and shall be organized as set forth
in the "Operating Agreement of Great Rivers Behavioral Health Organization, LLC"
(hereinafter referred to as the `Operating Agreement'), which is attached hereto as
"Exhibit A", and by this reference said Operating Agreement is hereby adopted by the
Parties"
Section 2. Except as specifically modified by this Amendment No 1, or the terms of
the Operating Agreement incorporated herein, all of the remaining terms and
conditions of the Interlocal Agreement shall remain in full force and effect
1-Amendment No 1 to Great Rivers Behavioral Health Organization
Interlocal Agreement
Section 3. This Amendment No 1 shall be in full force and effect when signed by all
of the parties
Section 4. This Amendment No 1 may be signed in counterpart or duplicate copies,
and any signed counterpart or duplicate copy shall be equivalent to a signed original
for all purposes
IN WITNESS WHEREOF, the Parties have executed this Agreement by authorized
officials thereof on the dates indicated
Board of County Commissioners Board of County Commissioners of
of Cowlitz County, Washington Grays Harbor County, Washington
Joe Gardner, Chair Wes Cormier, Chair
Dennis P. Weber, Vice Chair Randy Ross, Commissioner
Arne Mortensen, Commissioner Vickie L Raines, Commissioner
ATTEST ATTEST
Clerk of the Board Clerk of the Board
2-Amendment No 1 to Great Rivers Behavioral Health Organization
Interlocal Agreement
Board of County Commissioners Board of County Commissioners
of Pacific County,Washington of Wahkiakum County
Frank Wolfe, Chair Dan Cothren, Chair
Lisa Olsen, Vice-Chair Mike Backman, Vice-Chair
Michael Runyon, Commissioner Eugene Strong, Commissioner
ATTEST ATTEST
Clerk of the Board Clerk of the Board
Board of County Commissioners
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Robert C Jackson, Chair
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3-Amendment No 1 to Great Rivers Behavioral Health Organization
Interlocal Agreement
OPERATING AGREEMENT OF
GREAT RIVERS BEHAVIORAL
HEALTH ORGANIZATION,LLC
THIS AGREEMENT is entered into this 5tday of f4,6 , 2019,
by and among COWLITZ, GRAYS HARBOR, LEWIS,PACIFIC, an
WAHKIAKUM Counties (herein, the"Members"),
WITNESSETH•
WHEREAS,the Members desire to form a Limited Liability Company under the
laws of the State of Washington, and
WHEREAS,the Members have entered into this Operating Agreement for the
mutual covenants exchanged and the consideration herein listed,
IT IS THEREFORE AGREED.
ARTICLE 1 —DEFINITIONS
The following terms used in this Agreement shall have the following meanings
(unless otherwise expressly provided herein)
1 1 "Administrative Service Organization (ASO)" means an organization
that performs administrative services, including but not limited to providing third party
administrative functions to other behavioral health providers or MCOs, holding and
managing SAHMSA grants, and holding and managing funds related to the provided
services
1.2 "BHO Act" means Laws of 2014, chapter 225 and those portions of
chapter 71 24 RCW in effect on and after April 1, 2016.
1 3 `BHO" means Great Rivers Behavioral Health Organization, LLC,
governed by the mterlocal agreement of the five County Authorities The BHO
is a"company" as that term is used in the LLC Act
1 4 "Capital Contribution"means any contribution to the capital of the BHO
in cash or property by a County Authority whenever made
1.5 "Certificate of Formation" means the certificate of formation pursuant
to which the BHO was formed as an LLC, as originally filed with the office of the
Secretary of State on reb S'( , 2019, and as amended from time to time.
GREAT RIVERS LLC Operating Agreement—1
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 Cowlitz, Grays Harbor,Lewis, Pacific, and Wahkiakum 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 BHO 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 BHO's assets pursuant to this Agreement,the Interlocal Agreement and the LLC
Act and includes a County Authority's rights to participate in the management and affairs
of the BHO, including the right to vote on, consent to or otherwise participate in any
decision of the County Authorities
1 9 "Interlocal Agreement" means the Great Rivers Behavioral Organization
Interlocal Agreement dated September 28, 2015, executed by the County Authorities
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 "Governing Board" means the governing body of the BHO as
further specified in Article 5 of this Agreement. On behalf of the Members, the
Governing Board shall manage the business and affairs of the LLC The Governing
Board shall be comprised of individual representatives from the following County
Authorities with each County Authority having the number of representatives noted
County Representatives
Cowlitz One
Grays Harbor One
Lewis One
Pacific One
Wahkiakurn One
1 13 "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
GREAT RIVERS LLC Operating Agreement—2
1 14 "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 Governing Board 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 BHO and the LLC
1 15 "Tribal Authority" means the federally recognized Indian Tribes and the
major Indian organizations recognized by the Secretary of the State of 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 BHO that would present a conflict of interest
1 16 "Tribal Member" means a Tribal Authority that executes an agreement
to become a Tribal Member as set forth in Article 4 of this Agreement
ARTICLE 2—FORMATION OF BHO AS AN LLC
2 1 Formation The BHO as an LLC was formed on Ta6 gr
2019,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
Governing Board, 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 BHO as an LLC under the LLC Act. These activities constitute the
seamless conversion of GRBHO from its interlocal form into an LLC pursuant to RCW
25 15 436 et seq
2.2 Name The name of the BHO is Great Rivers Behavioral Health
Organization, LLC
2 3 Principal Place of Business The principal place of business of the BHO
shall be 57 W Main Street, Suite 260, Chehalis, WA 98532 The BHO may locate its
place of business at any other place or places as the Governing Board may from time to
time deem advisable
2 4 Registered Office and Registered Agent. The BHO's initial registered
agent and the address of its initial office in the State of Washington are as follows
Name Address
Marc Bollinger 57 W Main Street, Suite 260
Chehalis, WA 98532
GREAT RIVERS LLC Operating Agreement—3
The registered office and registered agent may be changed by the Governing Board
from time to time by filing an amendment to the Certificate of Formation
2 5 Term The term of the BHO shall be perpetual unless the BHO is
dissolved in accordance with either Article 11 of this Agreement or the LLC Act
ARTICLE 3—AUTHORITY, BUSINESS AND PURPOSE OF BHO
3 1 Authority As provided for in RCW 71 24 015, it is the policy of the
State of Washington to encourage the development of regional behavioral 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
The Interlocal Cooperation 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
may form a limited liability company under chapter 25 15 RCW when membership is
limited to public agencies and when the LLC's funds are subject to audit in the
manner provided by law for the auditing of public funds The County Authorities are
exercising the authority granted to them under the BHO Act,the LLC Act and the
Interlocal Cooperation Act to form this BHO as an LLC to achieve maximum efficiency
in the delivery of behavioral health services and related services so that their nghts and
liabilities as to each other and third parties are firmly established and clearly understood.
3 2 Purposes The purposes of the LLC shall be
3 2 1 To be recognized and operate as a behavioral health organization
to provide behavioral health services as provided for in RCW 71 24 016,
as may be amended from time to time,
3 2.2 To be recognized and operate as a licensed Behavioral Health Provider
(BHA) if the Members acting through the Governing Board determine such
activities are in the best interests of the residents of the Regional Service Area,
PROVIDED, in making that determination the Governing Board shall follow the
process set forth in Section 7 5 of this Agreement, and, PROVIDED, FURTHER,
behavioral health provider services shall be delivered through a separate LLC
formed pursuant to subsection 3 2 9 of this Agreement The separate LLC shall
be managed by a three-person operating board composed of medical doctors with
experience in behavioral health or doctorate level behavioral health professionals,
GREAT RIVERS LLC Operating Agreement—4
who are not employees of counties or contracted behavioral health providers All
behavioral health services being delivered by Great Rivers BHO on the effective
date of this Agreement shall be transferred to the separate LLC within(6) months,
3 2 3 To submit a request to contract with the Health Care Authority to operate
a behavioral health administrative services organization and to perform the
functions and exercise the powers of a behavioral health administrative services
organization, as provided in Chapter 71 24 RCW, as now exists or may hereafter
be amended,
3.2.4 To perform the functions of an Administrative Service Organization,
3 2 5 To participate in the regional ACH and coordinate closely with ACH
Partners on regional health improvement strategies,
3 2 6 To provide technical assistance and administrative services to counties
in the Great Rivers Regional Service Area in support of their participation
in the interlocal leadership structure authorized by RCW 71 24 880,
3 2 7 To enter into contracts and collaborative agreements with Managed Care
Organizations (MCOs)to provide behavioral health services to residents of
the Regional Service Area,
3 2 8 To exercise all other powers necessary to or reasonably connected with
the BHO's business,
3 2 9 For the purpose of establishing separation between administrative services
and direct behavioral health services,the Governing Board may form an
additional LLC to perform the functions described in subsection 3 2.2
ARTICLE 4-NAMES,ADDRESSES AND STATUS OF
MEMBERS
The names and addresses of the Members are set forth in the attached
Exhibit A, as amended from time to time Each of the Counties identified in Section
1 7 of this Agreement, upon execution of this Agreement, shall be a member of the LLC
A Tribal Authority may become a Member by executing an agreement in the form
approved by the Governing Board pursuant to the provisions of section 9 of the Interlocal
Agreement and Article 8 of the Great Rivers BHO By Laws, as may be amended from
time to time by the Governing Board
GREAT RIVERS LLC Operating Agreement—5
ARTICLE 5—MANAGEMENT
5 1 Management. The services, business and affairs of the LLC shall be
managed by the Governing Board in accord with the provisions of RCW 25 15 154 The
Governing Board pursuant to the provisions of RCW 25.15 157 shall delegate to the
Great Rivers BHO Chief Executive Officer the administration, services, business and
affairs of the BHO and the LLC, as provided for in Section 5 3 5 of this Agreement
Each Member is entitled to one vote on the Governing Board and there shall be no
weighted voting The Board of County Commissioners for each County Authority shall
appoint a Governing Board Member from its respective county. Appointments to the
Governing Board shall be for two (2)year terms The County Authorities shall also
appoint one alternate member for each Governing Board position The County
Authorities shall provide written notice of the appointment of their representative and
their representative's alternates,together with their name and contact information, by
April 1, 2019, and by January 1 SI of each year thereafter; provided, that a Member may
provide notice of changes or additions to its appointment of its representative prior to a
Governing Board meeting Each representative serving on the Governing Board shall
devote to the BHO and apply to the accomplishment of the BHO and LLC's purposes so
much of his or her time and attention as is reasonably necessary to manage the services
and business of the BHO and LLC Each Governing Board Member 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 Authonty upon written notice to the other County
Authorities and the Great Rivers BHO Chief Executive Officer Written notice must
come from the Secretary or Clerk of the Board of County Commissioners
5 1 1 Each County Authority shall provide to the other County Authorities and
the Great Rivers CEO written notice of the following,together with contact
information, including email addresses 1) Governing Board representatives and
alternates, 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
5 1 2 Except as otherwise expressly provided in this Agreement,the Governing
Board shall have full, complete and exclusive authority, power and discretion to
manage and control the services provided by the BHO and the LLC and the
services,business, affairs and property of the BHO and the LLC, 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 BHO and LLC's
services and business Only representatives of the County Authorities, or their
approved alternates as provided for in subsection 5 1, shall have any voting rights
on the Governing Board
GREAT RIVERS LLC Operating Agreement—6
5 2 Decision-Making The BHO and the LLC shall make decisions, take
actions and incur obligations as determined by the County Authorities acting through the
Governing Board The Governing Board 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
Governing Board's actions, the Governing Board shall have the power and authority to
undertake the following
5 3 1 Taking any necessary or proper steps to exercise the powers of the Board
5 3 2 Pursuant to RCW 39 34 080, enter into contracts with the DSHS or the
HCA in accord with the provisions of chapter 71 24 RCW, as amended,
5 3 3 Enter into contracts with individuals, public and private
organizations, and individual counties, including other Counties to this
Agreement,to carry out the purposes of the contract(s)with DSHS, the HCA and
other obligations of the BHO as defined in chapter 71 24 RCW, as amended,
subject to available funds and to the purpose, and goals of the BHO,
5 3 4 Enter into contracts with individuals, public and private organizations and
companies (including Managed Care Organizations and individual Counties
including other Counties to this Agreement), to carry out the purposes of the LLC
as set forth in Subsection 3 2 of this Agreement
5 3 5 Accept and expend funds from the State of Washington,the
Federal Government, the other Counties, and from other public and private
sources, including gifts, for activities related to the purposes of the LLC as
enumerated in Section 3 2 of this Agreement.;
5 3 6 Prepare and submit to DSHS, or the HCA,appropriate plans, both in length
and duration, for behavioral health services in accordance with the provisions of
chapter 71 24 RCW, as amended, and the BHO Act,
5 3 7 Employ or contract for staff and consultants to carry out the
responsibilities of this Agreement and the statutory requirements for a behavioral
health organization In doing so,the Governing Board shall hire, give authority
to, evaluate, give direction to and terminate the BHO's CEO and employees who
shall administer the BHO's operations, services and administration, including all
GREAT RIVERS LLC Operating Agreement—7
hiring, development, approval and implementation of all policies and procedures,
service delivery plans and operating plans The Great Rivers CEO, and all Great
Rivers employees and admimstrators, shall be employees of the LLC and not of
individual County Members
The Great Rivers CEO, under the direction and subject to the
supervision of the Governing Board, shall have the power and authority to
(i) Prepare, review, modify and present to the Governing
Board for approval the BHO's annual budget,
(i1) Execute contracts for the provision of services and
operation of the BHO and the LLC, including leases for
rental of real and personal property,
(iii) Take necessary and appropriate steps on behalf of the
Governing Board to ensure the BHO's compliance
with all statutory and funding requirements,
(iv) Exercise supervision over all personnel in the organization
except for positions that the Governing Board may by
Resolution designate as reporting directly to the Governing
Board, and
(v) Take other actions as directed by the Governing Board
5 3 8 Spend the capital and revenues of the BHO in the furtherance of
the business of the BHO and the LLC and the services it provides,
5 3 9 Acquire, improve, manage, lease, operate, sell,transfer, exchange,
encumber, pledge and dispose of any real or personal property of the BHO and
the LLC,
5 3 10 Purchase such liability, casualty, property and other insurance as the
Governing Board, in its sole discretion,deems advisable to protect the BHO's
assets against loss or claims of any nature,provided,however, the Governing
Board shall not be liable to the BHO,or to the Members, for failure to purchase
any insurance if such coverage should prove inadequate,
GREAT RIVERS LLC Operating Agreement—8
5 3 11 Enter into management agreements, service agreements,provider
agreements,professional services agreements, maintenance or other service
agreements, short-term or long-term rental agreements,together with any other
agreements,
5 3 12 As provided for in RCW 71 24 350, as amended,provide for and
establish a separately funded behavioral health ombuds' office that is
(i) Independent of the BHO, and
(ii) That maximizes the use of consumer advocates
5 3 13 Establish nsk reserve funds as prudent and as required by its contracts
5 3 14 Execute instruments and documents, including without limitation,
negotiable instruments, documents providing for the acquisition or disposition
of the BHO and LLC's property, assignments,bills of sale, leases, management
agreements, agreements and any other instruments, agreements or documents
necessary, in the opinion of the Governing Board,to conduct the business, and the
services, of the BHO and the LLC,
5 3 15 Employ accountants, legal counsel, independent contractors, managing
agents, service providers, management companies or other experts to perform
services for the BHO and LLC and to compensate them from BHO and LLC
funds,
5 3 16 Enter into any and all other agreements for any purpose related to
the enumerated purposes of the LLC, in such form as the Governing Board may
approve,
5 3 17 Undertake any and all actions and activities authorized by chapter 71 24
RCW, now or as hereafter amended, or otherwise authonzed by the laws of the
State of Washington, and
5 3 18 To do and perform all other acts as may be necessary or appropriate to the
conduct of the BHO and LLC's business and services provided
Unless authonzed to do so by this Agreement, or by the Governing Board or by
the Bylaws duly adopted by the Governing Board, no Member, individual
representative or delegate of the Governing Board,the Advisory Board, any
individual representative of the Advisory Board, employee or other agent of the
BHO shall have any power or authonty to bind the BHO in any way,to pledge its
GREAT RIVERS LLC Operating Agreement—9
credit or to render it liable for any purpose However, an individual member or
individual representative or delegate of the Governing Board may make internal
or external inquiry concerning any subject or topic properly within the Governing
Board's consideration for purposes of informing that consideration
5 4 Advisory Board The Governing Board shall establish an Advisory
Board, which shall meet the requirements of the applicable DSHS or HCA contract(s)
and provide for the inclusion of 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, law enforcement and/or corrections representation, and will
include members from each County The Advisory Board will meet once a month if
there is business to be conducted and may rotate the location of these meetings if
approved by the Governing Board Each County authority shall seek local input in
selecting its representatives to the Advisory Board The mechamsm for seeking local
input shall be left to the discretion of each County Members of the Advisory Board shall
be residents of the appointing Counties Members of the Advisory Board shall serve at
the pleasure of the appointing authority Appointments to the Advisory Board shall be
for three (3)year terms The Advisory Board shall elect a chair and a vice-chair The
Advisory Board may propose its own by-laws,which may be approved or modified by
the Governing Board The Advisory Board's composition and duties shall be as
described in WAC 388-865-0222, as may be amended from time to time, the DSHS or
HCA contract(s), or other applicable State agency contract, and in the GRBHO By-laws
as adopted by the Governing Board The parties shall allow for the inclusion of local
Tribal authorities on the GRBHO Advisory Board pursuant to RCW 71 24 300, as
amended
5 5 By Laws and Policies. All existing By Laws and Policies of Great Rivers
BHO existing at the time of the execution of this Agreement are hereby adopted and
ratified as the By Laws and Policies of the LLC
5.6 Compensation The BHO will not pay the Members or the
representatives of the Governing Board or representatives of the Advisory Board
any fees or other compensation for its services provided except as set forth in this
Agreement or in the Bylaws duly adopted by the Governing Board
5 7 Limitation on Liability; Indemnification Neither the Governing Board
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 BHO 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 authonty granted and in the best interest of the BHO, provided that such act
GREAT RIVERS LLC Operating Agreement—10
or omission did not constitute fraud, intentional misconduct,or gross negligence The
BHO shall defend, indemnify and hold harmless the Governing Board 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 incurred by them on behalf of the BHO or in furtherance of the BHO's interests
without relieving any such person of liability for fraud, misconduct,bad faith or gross
negligence No County Authority or representative of the Governing Board or the
Advisory Board 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 mdemnitee 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 BHO Any indemnification required to be made by the BHO 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 BHO shall reimburse a person claiming indemnification under this Section 5 7 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 BHO, (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
BHO if it is determined that such person is not entitled to indemnification pursuant to the
terms of this Agreement
5 8 Right to Rely on the Governing Board Any person dealing with the
BHO may rely (without duty of further inquiry)upon a certificate signed by the
Chairperson or Secretary of the Governing Board as to the identity and authority of
the Governing Board to act on behalf of the BHO
ARTICLE 6—RIGHTS AND OBLIGATIONS OF MEMBERS
6 1 Obligations of Members. Each Member shall carry out its obligations
under this Agreement including appointments of representatives to the Governing Board
and to the Advisory Board In addition, each Member shall (i) designate staff and
resources to plan for local behavioral health needs, (ii)monitor local contracts and,upon
request,participate in monitoring BHO contracts, (iii) develop local crisis response
systems, and(iv)provide local resource coordination.
6.2 Limitation of Member's Liability No Member or Member's representative,
official,manager, employee or agent shall be personally liable,merely as a Member, for
any debts, losses or liabilities of the BHO beyond the Member's respective Capital
Contributions and any obligation of the Member,hereunder,to make Capital
GREAT RIVERS LLC Operating Agreement—11
Contnbutions, except as otherwise specifically provided by law No Member shall have
liability to the BHO or its Members for monetary damages for conduct merely as a
Member, except for acts or omissions that involve intentional misconduct, fraud, gross
negligence, or for any transaction for which the Member has personally received a benefit
in money, property or services to which the Member was not legally entitled If either the
LLC Act or the BHO Act is hereafter amended to authorize BHO action further
eliminating or limiting the personal liability of County Authonties,then the liability of a
Member shall be eliminated or limited to the full extent permitted by the LLC Act or
the BHO Act, as so amended Any repeal or modification of this Section by the LLC Act
or the BHO Act shall not adversely affect any right or protection of a Member of the
BHO existing at the time of such repeal or modification for or with respect to an act or
omission of such Member occurring prior to such repeal or modification
6.2.1 The BHO shall defend, indemnify and hold harmless the Members and
any of their respective representatives,officials, managers, employees or agents
thereof, against any liability, loss, damage, cost or expense incurred by them on
behalf of the BHO or in furtherance of the BHO's interests without relieving any
such person of liability for fraud,misconduct, bad faith or gross negligence No
Member shall have any personal liability with respect to the satisfaction of any
required indemnification of the above-mentioned persons
6.2.2 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 BHO. Any indemnification required to be made by the
BHO 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 BHO 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
BHO, (11) the legal action is initiated by a party other than a Member; and (iii)
such person undertakes to repay the advanced funds to the BHO if it is determined
that such person is not entitled to indemnification pursuant to the terms of this
Agreement
6.2 3 Cooperation and Judgment Sharing of Signatories The Parties shall
cooperate in the defense of any claims or lawsuits as Signatones to this
Agreement Whenever any Party receives a claim or lawsuit that could arise from
GRBHO operations, it shall promptly give written notice thereof to the Governing
Board and each other Party, and will cooperate reasonably with the other Parties
GREAT RIVERS LLC Operating Agreement—12
In the event the undersigned Parties are subject to judgment on claims incurred
jointly and/or severally under this Agreement and arising from the operations of
GRBHO, each Signatory shall proportionally share potential liabilities arising out
of this Agreement A Party's proportionate share is determined by dividing that
Party's number of Behavioral Health Medicaid Eligible covered lives by the total
number of Behavioral Health Medicaid Eligible covered lives in the Regional
Service Area at the time judgment is entered Nothing contained herein is
intended to be,nor shall be deemed to be, an admission of any liability to anyone
or an admission of the existence of facts upon which liability could be based other
than as the Parties being Signatories to this Agreement
If any Party withdraws from this Agreement pursuant to Paragraph 6 of the
GRBHO Interlocal Agreement,that Party shall continue to be obligated for their
proportionate share of liability, costs and other obligations arising from any
claims, damages,costs,judgments, settlements, and other liabilities as Signatories
under this Agreement or from operations of GRBHO that occurred prior to the
effective date of their withdrawal
6 2 4 Hold Harmless Each Party to this Agreement agrees to indemnify and
hold harmless all other Parties to this Agreement, their officers, agents, and
employees from any claim or action, including but not limited to, actions for
misappropriation of funds, and provision of services,judgment, or lien for injury
to persons or property damage caused by, resulting from or arising out of the sole
negligence of the indemnifying Party, its officers, agents or employees This
subparagraph shall survive the termination of the GRBHO Interlocal Agreement
6 3 Inspection of Records Each Member shall have the right to inspect and
copy at such Member's expense, the records required to be maintained by the BHO
pursuant to Section 9 7
6.4 Withdrawal of Members A Member may voluntarily resign or otherwise
withdraw as a Member,provided
(i) the withdrawing Member provides the other Members and the
Great Rivers CEO with written notice of withdrawal at least
three hundred sixty-five (365) days prior to the expiration of the
BHO's current fiscal year; and
(ii) the withdrawing Member shall be entitled to a distribution of funds
and assets only as authorized by the terms of the Interlocal
Agreement
GREAT RIVERS LLC Operating Agreement—13
ARTICLE 7—MEETINGS OF GOVERNING BOARD
7 1 Meetings All meetings of the Governing Board will be held in full
compliance with the Washington Open Public Meetings Act, chapter 42 30 RCW The
Governing Board shall establish a regular business meeting time in compliance with
RCW 42 30 070 Special meetings of the Governing Board, as authonzed by RCW
42.30.080, may be called by(i)the presiding officer of the Governing Board, or by
(ii) a majonty of the representatives of the Governing Board
7 2 Place of Meetings Place of meetings of the Governing Board shall be
as set forth in the By Laws
7 3 Notice of Meetings Notice of meetings shall be given in accord with the
terms of the By Laws
7 4 Record Date For the purpose of determining the Governing Board
representatives entitled to notice of or to vote at any meeting of the Governing Board
or any adjournment thereof,the date on which notice of the meeting is mailed shall
be the record date for such determination When a determination of representatives
entitled to vote at any meeting of the Governing Board has been made as provided in
this Section, such determination shall apply to any adjournment thereof
7 5 Quorum and Voting. A quorum of the Governing Board shall consist of
3 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 Any meeting may be continued as allowed
by and pursuant to RCW 42 30 100 The affirmative vote of a majonty of the Governing
Board Members present shall be sufficient to adopt any proposition put before the Board,
PROVIDED, HOWEVER,the approval of a contract to provide direct behavioral health
services requires the affirmative vote of three Governing Board Members, one of whom
must be the Governing Board member representing the county where the services will be
principally delivered A vote on the approval of such a contract will not be m order
unless the contract request is based upon a business plan developed by the CEO, or
his/her designee, which business plan must include a discussion of how the proposed
contract will fill a gap in needed behavioral health services The Board may also
solicit input from the Advisory Board and county health and human services departments
in considering the approval of such contracts
GREAT RIVERS LLC Operating Agreement—14
7 6 Waiver of Notice When any notice is required to be given to a Member,
a waiver thereof in writing signed by the Member entitled to such notice, whether before,
or after the time stated therein, shall be equivalent to the giving of such notice
ARTICLE 8
CONTRIBUTIONS TO THE BHO ASSETS,
LIABILITIES,AND CAPITAL ACCOUNTS
8 1 Members' Initial Interest in Capital and/or Asset Contributions Each
Member's initial Capital and/or Asset Contributions interest shall consist of its interest in
the funds and assets of Great Rivers BHO as reflected by each member's proportional
share of the covered lives defined as Behavioral Health Medicaid Eligible individuals
living in each member's region,as of the effective date of this Operating Agreement
The proportional share of covered lives will change during the course of this agreement
and can be used to determine a member's share at future agreed upon dates to establish a
member's share of some or all assets
8 2 Assets and Liabilities. Great Rivers BHO, LLC expressly assumes all
operating assets, liabilities, contract rights and obligations, and employees of Great
Rivers BHO as of the effective date of this Operating Agreement
8 3 Additional Capital Contributions Members shall be required to make
additional capital contributions only as required by Section 6.2 3 of this Agreement
8 4 Capital Accounts
8 4 1 Establishment and Maintenance For purposes of this Agreement, the
term "funds"shall include cash, investments and interest deposited with the
designated County Treasurer or other designated financial institution and shall
include the balances in reserve accounts including DSHS/DBHR/HCA
associated Reserves, Capital Reserves and Grant or Other Business Reserves
The term"asset" shall mean real property,tangible personal property, and
intangible personal property, including contract rights or controlling interests.
8.4.2 Compliance with Regulations The manner in which Capital
Accounts are to be maintained pursuant to this Section 8 3 is intended to comply
with the requirements of IRS Code Section 704 (b) and the Regulations
promulgated thereunder If in the opinion of the BHO's legal counsel or auditors
the manner in which Capital Accounts are to be maintained pursuant to the
preceding provisions of this Section 8 4 should be modified in order to comply
GREAT RIVERS LLC Operating Agreement—15
with IRS Code Section 704 (b) and the Regulations thereunder,then
notwithstanding anything to the contrary contained in the preceding provisions of
this Section 8.4,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 Authonties
ARTICLE 9—ACCOUNTING,BOOKS,AND RECORDS
9.1 Accounting Methods The BHO's books and records shall be kept, and
its financial statements prepared,under such permissible methods of accounting,
consistently applied, as the Governing Board determines in the best interest of the
BHO and its Members 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 BHO's programs and services
9 2 Budget. The Great Rivers CEO shall prepare, and the Governing Board
shall consider and adopt, an annual budget reflecting proposed revenues and expenditures
for the next fiscal year no later than July 1, of each preceding fiscal year Amendments
to this budget will be prepared as needed subject to Governing Board approval
9 3 Disbursements Funds received from all sources shall be disbursed
according to the budget as approved Vouchenng 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 BHO from all sources shall be
maintained as a separate fund by the Lewis County Treasurer or designated financial
institution Such funds shall be designated as the Operating Fund of the BHO in accord
with RCW 39 34 030(4)(b) in the Lewis County Treasurer's Office as determined by the
Governing Board These monies shall be subject to the same audit and fiscal controls as
other funds held by the Lewis County Treasurer or as directed by State Auditor, or State
DSHS/HCA contract requirements Interest on investments of the BHO's funds shall
accrue to the benefit of the BHO and LLC
9 5 Interest on and Return of Capital Contributions No Member shall be
entitled to interest on its Capital Contnbution or to return of its Capital Contribution,
except as otherwise specifically provided for herein
GREAT RIVERS LLC Operating Agreement—16
9 6 Accounting Penod. The BHO's fiscal year shall be July 1 through
June 30
9 7 Records, Audits and Reports, Public Records Request and HIPAA. At
the expense of the BHO and LLC,the Great Rivers CEO shall maintain records and
accounts of all operations and expenditures of the BHO and LLC 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, and 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 BHO and LLC 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 Member and each Member 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 attachments thereto,
(d) Copies of this Agreement and all amendments hereto,
(e) Minutes of all regular and special meetings of the Governing Board,
(f) Copies of the BHO'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
ARTICLE 10—TRANSFERABILITY
10 1 General Except as otherwise expressly provided in this Agreement, a
Member shall not have the right to
(a) Sell, assign,transfer, exchange or otherwise transfer for
consideration, (collectively, "sell"or"sale") its nghts or obligations under
this Agreement, or
GREAT RIVERS LLC Operating Agreement—17
(b) Pledge, encumber or otherwise use all or part of its Member's Interest in
the BHO as security for a loan or other obligation
ARTICLE 11 —DISSOLUTION AND TERMINATION
11 1 Dissolution The BHO shall be dissolved upon the unanimous vote of the
Members of the BHO held at the time of the vote
11 2 Winding Up, Liquidation and Distribution of Assets Upon dissolution,
the Governing Board shall immediately proceed to wind up the affairs of the BHO
The Executive Committee shall sell or otherwise liquidate all of the BHO's assets as
promptly as practicable (except to the extent the Governing Board may determine to
distribute any assets to the Members in kind) and shall apply the proceeds of
such sale and the remaining BHO 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 BHO,
11 2 2 To establish any reserves that the Governing Board deems
reasonably necessary for contingent or unforeseen obligations of the BHO
and, at the expiration of such period as the Governing Board 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 Members
proportionate to their respective covered lives defined as Behavioral Health
Medicaid Eligible Individuals
11 3 Termination. The Governing Board shall comply with any applicable
requirements of applicable law pertaining to the winding up of affairs of the BHO and the
final distribution of its assets. Upon completion of the winding up, liquidation and
distribution of the assets,the LLC 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 thereof and all of
the remaining property and assets have been distributed to the Members,the Governing
Board shall file a certificate of cancellation Upon filing the certificate of cancellation,
the existence of the LLC shall cease, except as otherwise provided in the LLC Act
GREAT RIVERS LLC Operating Agreement—18
11 5 Return of Contnbution Nonrecourse to Members Except as provided by
law or as expressly provided in this Agreement,upon dissolution each Member shall look
solely to the assets of the BHO for the return of its Capital Contributions, if any If the
property remaining after the payment or discharge of liabilities of the BHO is insufficient
to return the contributions to the Members,no Member shall have recourse against any
other Members, the BHO or Great Rivers CEO
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 Member,to the Members address specified in the
attached Exhibit A, (b) if to the BHO,to the address specified in Section 2 3 of this
Agreement, and(c) if to the Great Rivers CEO 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
Member, the BHO or the Great Rivers CEO may change its address for the purposes
of notices hereunder by giving notice to the others specifying such changed address in the
manner specified in this Section 12 1 With respect to ordinary communications
between the Members, the Governing Board representatives and the Great Rivers CEO,
communication via email is permitted
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 Members Except as explicitly amended by this Agreement,
all other terms and conditions of the Interlocal Agreement shall remain in full force and
effect
12.4 Headings The headings in this Agreement are inserted for convenience
only and shall not affect the interpretations of this Agreement
12.5 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
GREAT RIVERS LLC Operating Agreement—19
12.6 Rights and Remedies Cumulative. The rights and remedies provided by
this Agreement are cumulative and the use of any one nght or remedy shall not preclude
or waive the right to use any or all other remedies Said nghts and remedies are given in
addition to any other rights and parties may have by law, statute, ordinance or otherwise
12 7 Severability If any 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 8 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
hereto and,to the extent permitted by this Agreement,their respective legal
representatives, successors and assigns
12 9 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 BHO or any third
parties
12 10 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 11 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 Member hereby confirms the
Units have been acquired for such Member'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
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SIGNATURES FOLLOW]
GREAT RIVERS LLC Operating Agreement—20
Board of County Commissioners Board of County Commissioners of
of Cowlitz County,Washington Grays Harbor County,Washington
Joe Gardner, Chair Wes Cormier, Chair
Dennis P Weber, Vice Chair Randy Ross, Commissioner
Arne Mortensen, Commissioner Vickie L Raines, Commissioner
ATTEST ATTEST
Clerk of the Board Clerk of the Board
B 1 . d of County Commissioners
of L: is County,Washi on
/` /
if.>i All \—
Ro sell C Jackson, Chair
9-6--, 4,
Gary Sta per,Vice-`Chair
A�'Y P
4 di
...ill_..t.4 -, 41 _. . .1 Edna J Fund, Co;issioner
ATTEST e o4vti�4` -1,1,1
•C erk of the Board •,
•••A 4-
GREAT RIVERS LLC Operating Agreement—21
Board of County Commissioners Board of County Commissioners
of Pacific County,Washington of Wahkiakum County
Frank Wolfe, Chair Dan Cothren, Chair
Lisa Olsen, Vice-Chair Mike Backman, Vice-Chair
Michael Runyon, Commissioner Eugene Strong, Commissioner
ATTEST ATTEST
Clerk of the Board Clerk of the Board
GREAT RIVERS LLC Operating Agreement—22
BOCC AGENDA ITEM SUMMARY
Resolution: BOCC Meeting Date Feb 25, 2019
Suggested Wording for Agenda Item Agenda Type Consent
Approve Amendment No 1 to the Great Rivers Behavioral Health Organization (GRBHO) mterlocal agreement
and approve its limited liability company operating agreement
Contact Clerk of the Board Phone 3607401419
Department Board of County Commissioners
Action Needed Approve Resolution
Description
Approve Amendment No 1 to the Great Rivers Behavioral Health Organization (GRBHO) interlocal agreement
and approve its limited liability company operating agreement