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5.5 Protection of ROOT and Regional Service Providers. In consideration of and as an inducement
<br /> for the work of the ROOT and the Regional Service Providers, the Agencies agree that:
<br /> 5.5.1 The ROOT or Regional Service Providers staff may rely upon any written report(including
<br /> net settlement reports prepared by an ORCA Vendor), notice, request, direction, consent,
<br /> order, resolution, certificate, statement, instrument, or other paper or document submitted
<br /> to the ROOT by an Agency, the ORCA Director, the ORCA Vendors, the Joint Board or
<br /> its designee, or any bank holding the ORCA Accounts or any Agency account(s),
<br /> provided the ROOT has a reasonable belief that the document is: (1) genuine; (2) within
<br /> the submitting entity's authority under this Agreement, the ORCA Vendor's contract or
<br /> other applicable agreement; and (3)signed or presented by the authorized representative
<br /> of the submitting entity. Any action taken, suffered or omitted by ROOT based on such
<br /> reliance shall be deemed to have been done in good faith for purposes of Section 5.6
<br /> below. For purposes of this section an "authorized representative" of an Agency is the
<br /> person identified by the Agency Business Manager as the person authorized by the
<br /> Agency to communicate with the ROOT. For purposes of this section, a "written" report,
<br /> notice, request, direction, consent, order, resolution, certificate, statement, instrument, or
<br /> other document may be delivered to the ROOT online or by email.
<br /> 5.5.2 The ROOT or any Regional Service Provider may consult with counsel engaged by its
<br /> Agency(whether in-house or external) and independent certified public accountants from
<br /> time to time, and reliance on the written advice of such counsel or accountants with
<br /> respect to any action taken, suffered or omitted by the ROOT shall be deemed to be in
<br /> good faith and subject to the provisions of Subsection 5.5.1 above.
<br /> 5.5.3 The ROOT or any Regional Service Provider staff shall be under no obligation to perform
<br /> any functions or activities not provided for under this Agreement unless (a) the Joint
<br /> Board has authorized such function or activity; and (b)the Agencies provide to the ROOT
<br /> and Regional Service Providers such security or indemnity as is reasonably satisfactory
<br /> to it against the costs, expenses and liabilities which might be incurred by it in the
<br /> performance of such function or activity.
<br /> 5.6 Indemnification.
<br /> 5.6.1 The Agencies, except the Agency appointed as the ROOT Agency, hereby agree to
<br /> defend, indemnify and hold harmless the ROOT Agency and its officers, directors and employees
<br /> for and against any lawsuits, claims, actions, loss, liability or expense arising out of or in
<br /> connection with the ROOT's acts or omissions in the performance of its duties under this
<br /> Agreement, except to the extent such lawsuits, claims, actions, loss, liability or expense arises
<br /> from the ROOT's gross negligence, bad faith, or willful misconduct and except to the extent that
<br /> such lawsuits, claims, actions, loss, liability or expense is covered by a policy of insurance
<br /> purchased by the ROOT Agency or authorized by the Joint Board pursuant to Section 4.4.14 of
<br /> this Agreement. Each indemnitor Agency shall be responsible only for the share of the lawsuits,
<br /> claims, actions, loss, liability or expense in proportion to that Agency's cost sharing percentage in
<br /> effect pursuant to Section 8.5 of this Agreement on the relevant date of loss.
<br /> Notwithstanding any other provision of this Section 5.6.1, the ROOT Agency shall also be
<br /> responsible for a share of the lawsuits, claims, actions, loss, liability or expense in proportion to
<br /> the ROOT Agency's cost sharing percentage in effect pursuant to Section 8.5 of this Agreement
<br /> on the relevant date of loss. The ROOT Agency's share shall be deducted from the total cost of
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