HomeMy WebLinkAboutO-1999-2308
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ORDINANCE NO. 99-2308
AN ORDINANCE APPROVING AND AUTHORIZING A MEMBER SERVICES AGREEMENT
BETWEEN THE CITY OF LA PORTE AND CHANNEL INDUSTRIES MUTUAL AID, AND
APPROVING AMENDMENTS TO THE BYLAWS OF CHANNEL INDUSTRIES MUTUAL
AID; MAKING VARIOUS FINDINGS AND PROVISIONS RELATING TO THE
SUBJECT; FINDING COMPLIANCE WITH THE OPEN MEETINGS LAW; PROVIDING
AN EFFECTIVE DATE HEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LA PORTE:
section 1. The City Council hereby approves and authorizes
the contract, agreement, or other undertaking described in the
title of this ordinance, in substantially the form as shown in the
document which is attached hereto and incorporated herein by this
reference. The City Manager is hereby authorized to execute such
document and all related documents on behalf of the City of La
Porte. The City Secretary is hereby authorized to attest to all
such signatures and to affix the seal of the City to all such
documents.
section 2.
The City Council officially finds, determines,
recites, and declares that a sufficient written notice of the date,
hour, place and subject of this meeting of the City Council was
posted at a place convenient to the public at the City Hall of the
ci ty for the time required by law preceding this meeting, as
required by the Open Meetings Law, Chapter 551, Texas Government
Code; and that this meeting has been open to the public as required
by law at all times during which this ordinance and the subject
matter thereof has been discussed, considered and formally acted
upon.
The City Council further ratifies, approves and confirms
such written notice and the contents and posting thereof.
section 3. This Ordinance shall be effective from and after
its passage and approval, and it is so ordered.
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ORDINANCE NO. 99~2308
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PASSED AND APPROVED, this 19th day of January, 1999.
ATTEST:
\.
1JJ* Gqil!d&Jj
City Secretary
Knox W. Askins
City Attorney
CITY OF LA PORTE
By:
CIMA MEMBER SE.ES AGREEMENT
Approved At CIMA General Membership Meeting - 4/23/97
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COpy
CIMA MEMBER SERVICES AGREEMENT
THIS SERVICES AGREEMENT ("Services Agreementll) is made as of the 23rd
day of April, 1997, by and between the undersigned M~mber ("Member" or
IICIMA Member") and Channel Industries Mutual Aid Organization ("CIMAn or
"CIMA Corporation), a Texas non-profit corporation.
RECITALS
A. CIMA is an organization whose primary purpose is the joining
together of fire-fighting, rescue, hazmat, and emergency medical manpower and
facilities among Houston Ship Channel industries for mutual assistance in case
of emergency situations - either natural or man-made, including but not limited to
acts of war or terrorism.
B. The Members of CIMA include companies that produce, transport,
own, use, refine and/or store chemical, oil, and/or petroleum products in or near
the Houston Ship Channel. The Members of CIMA also include municipalities
and governmental entities.
C. The Member is a Member of CIMA and as a Member of the CIMA
Corporation is entitled and obligated to ~nter into this Agreement.
D. The Mernber desires to contract with CIMA to provide standby
availability of, and the actual provision of, assistance with respect to emergency
fire protection and other" public safety matters on the terms and conditions set
forth herein.
AGREEMENTS
In consideration of the premises and mutual covenants set forth in this
Agreement, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
As used in this Agreement, the following terms shall have the following
meanings:
"Articles of Incorporation" and "Bylaws" shall mean the Articles of
Incorporation and the Bylaws of the CIMA Corporation that are in effect and will
be arnended from time to time.
CIMA MEMBER SE.ES AGREEMENT e
Approved At CIMA General Membership Meeting - 4/23/97
The term "CIMA" or "CIMA Corporation" as used herein means Channel
Industries Mutual Aid Organization, its successors, assigns, agents, employees,
officers, and directors. These terms do not include the individual members of
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CIMA which are referred to variously as: "Member, II "Member of CIMA," and
"CIMA Member."
..DEFEND" MEANS TO: (1) PROVIDE LEGAL COUNSEL AND
DEFENSE TO THE CIMA CORPORATION AND THE CIMA
MEMBER(S}. OR AT THE CIMA CORPORATION.S AND THE CIMA
MEMBER(S). OPTION. TO REIMBURSE THE CIMA CORPORATION
AND THE CIMA MEMBER(S} FOR ALL REASONABLE ATTORNEYS
FEES GENERATED BY COUNSEL SELECTED BY THE CIMA
CORPORATION AND THE CIMA MEMBER(Sl: AND (2) TO PAY ALL
OTHER COSTS OF DEFENSE INCLUDING ALL APPEAL AND
SUPERSEDEAS BONDS.
The term "Member" or "CIMA Member' as used herein shall include any
affiliate of a CIMA Member that is owned by, which owns, or is under common
ownership with that CIMA Member. Any affiliate which shall at anytime cease to
own, be owned by, or be under common ownership with the CIMA Member shall
cease at such time to be an affiliate of that Member.
"Non-member' shall mean any company which is not a Member of the
CIMA Corporation or a party to this Services Agreement.
ARTICLE II
2.1 Term. The term of this Agreement shall begin on the effective date
hereof and end on December 31, 1997, and, thereafter, the term shall be
renewed automatically, without notice, for successive one-year terms beginning
on each January 1 and ending on each December 31, unless earlier terminated
pursue. nt to Sections 2.2 and 2.4
2.2 Termination Uoon Termination of Membershio. This Agreement shall
terminate, without notice, automatically and concurrently upon the effective date
the Member ceases to be a Member of CIMA as provided in CIMA's Articles of
Incorporation and Bylaws.
2.3 Failure to Satisfy Financial Reauirements. At the time of the execution
of this Services Agreement and at anytime thereafter upon demand by CIMA
Corporation, each CIMA Member shall furnish written evidence of its compliance
with the financial requirements described in Section 5.6 of this Services
Agreement in a format acceptable to CIMA. Failure to provide satisfactory
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CIMA MEMBER SERIES AGREEMENT e
Approved At CIMA General Membership Meeting - 4/23/97
written proof shall give CIMA Corporation the absolute right to cancel CIMA
Member's membership in CIMA Corporation and CIMA Members rights and
responsibilities under this Services Agreement.
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2.4 Termination Uoon Dissolution of CIMA. This Agreement shall
terminate without notice, automatically and concurrently upon dissolution of
CIMA.
ARTICLE III
SERVICES
3.1 General. CIMA's object is the joining together of fire-fighting, rescue,
hazmat, and emergency medical manpower and facilities among Houston Ship
Channel industries for mutual assistance in case of emergency situations -
either natural or man-made, including but not limited to acts or war or terrorism.
Each Member of CIMA is responsible for maintaining resources in the form of
emergency personnel and equipment sufficient to control fire and emergencies of
the type and magnitude reasonable to anticipate occurring at the Member's
facility. . '
3.2 Desionated Emeroencies - Notification. In the event of an actual or
potential fire or emergency situation, if a CIMA Member desires additional
emergency personnel and equipment, then the Member shall promptly notify
CIMA of the actual or p,otential fire or emergency situation using the CIMA
General Operating Procedures and CIMA Dispatch Procedures. The notification
shall include the location, nature and size of the actual or potential fire or
emergency situation, if known, and the type of assistance needed. The initial
notification may be oral. CIMA Corporation shall retain documentation
concerning the request for assistance.
3.3 Desianated Emeraencies - Resoonse. Upon receipt of the notice,
CIM).. (or one or more of its officers) should notify appropriate officials and CIMA
Member(s) according to prearranged plans. All aid reporting to the affected plant
or location will park as directed by the plant guards or officials and will act
directly under the supervision of the officials of that plant or location. In all cases
where response is made, the assistance must wait at the entrance of such plant
or location until it receives instructions to enter.
3.4 Designated Emeraencies - Particioation Voluntarv. There is no
obligation on any CIMA Member to contribute equipment or manpower to any.
particular emergency. Participation in any particular emergency is wholly
voluntary based on the needs and availability of a CIMA Member to respond.
Thus, there is no liability on a CIMA Member for failing to respond to an
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CIMA MEMBER SEaES AGREEMENT e
Approved At CIMA General Membership Meeting - 4/23/97
emergency situation at another CIMA Members facility under this Services
Agreement.
3.5 Designated Emeroencies - Activity Direction. Any CIMA Member
requesting aid must designate a representative to meet such aid as is
dispatched, provide a parking location, and/or directions to the emergency
scene. To receive aid, CIMA Members' emergency plans or supplement to such
emergency plans, must contain the provisions specified in the CIMA Operating
Procedures. Officials of the CIMA Member receiving assistance will be
responsible for directing fire fighting or emergency activities. Officials of the
CIMA Member receiving assistance may request the CIMA Specialist Group to
provide consultation, advice, or otherwise assist as needed.
ARTICLE IV
REIMBURSEMENT
4.1 MEMBER REIMBURSEMENT. Each Member receiving
assistance from other CIMA Members, shall replace material used, and repair or
replace any equipment damaged or lost, in the control of a fire or emergency
situation within the receiving Members facilities or on property under the control
of the Member receiving assistance (such as leased warehouse space), in kind
or in cash at current prices; provided that, the material and/or equipment was
furnished by other CIMA Members in response to a properly placed request
under Section 3.2. REIMBURSEMENT OF DAMAGED OR LOST
EQUIPMENT IS REQUIRED WITHOUT REGARD TO THE CAUSE OR
CAUSES THEREOF (INCLUDING DAMAGE OR LOSS CAUSED BY
PRE-EXISTING CONDITIONS) OR THE NEGLIGENCE OF ANY
PARTY OR PARTIES. INCLUDING THE OWNER OR OPERATOR.
WHETHER SUCH NEGLIGENCE BE SOLE. JOINT OR
CONCURRENT. ACTIVE OR PASSIVE.
4.2 Reimbursement Definition. Damage to and loss of equipment refers
to damage and loss as a result of the emergency situation rather than from the
wear and tear expected in the normal operation of the equipment. The owner of
damaged or lost equipment is entitled to replacement of the equipment if repair
of the equipment is not feasible for economic or other reasons. The cost of
replacement in that circumstance will be the current cost, in the Greater Houston
Metropolitan Area, of new equipment with specifications similar to that of the
equipment-to be replaced. The current cost of new, similar equipment is to be
determined as of the date of the damage or loss that necessitates the
replacement of the equipment.
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CIMA MEMBER SER4IES AGREEMENT e
Approved At CIMA General Membership Meeting - 4/23/97
4.3 REIMBURSEMENT BY MUNICIPALITIES.
GOVERNMENTAL ENTITIES. AND FIRE DEPARTMENTS - From time
to time, municipalities, governmental entities, and fire departments (municipal or
otherwise), who are CIMA Members, in the event of an ,actual or potential fire or '
emergency situation at a Non-CIMA Member's facility or involving a Non-CIMA
Members property (such as a tanker truck fire on a public street), will request
additional emergency personnel and equipment from CIMA to respond to the fire
or emergency situation. In the event the Non-CIMA Member refuses to execute
the CIMA NON-MEMBER EMERGENCY INCIDENT ASSISTANCE AND
REIMBURSEMENT AND INDEMNIFICATION AGREEMENT, the municipality,
governmental entity, or fire department (municipal or otherwise) is responsible
for replacing material used, and repairing or replacing any equipment damaged
or lost, in the control of the fire or emergency situation within the receiving Non-
CIMA Members facilities or involving a Non-CIMA Member's property (such as a
tanker truck fire on a public street), i.n kind or in cash at current prices.
REIMBURSEMENT OF DAMAGED OR LOST EQUIPMENT IS
REQUIRED WITHOUT REGARD TO THE CAUSE OR CAUSES
THEREOF (INCLUDING DAMAGE OR LOSS CAUSED BY PRE-
EXISTING CONDITIONS) OR THE NEGLIGENCE OF ANY PARTY OR
PARTIES INCLUDING THE, OWNER OR OPERATOR. WHETHER
SUCH NEGLIGENCE BE SOLE. JOINT OR CONCURRENT. ACTIVE
OR PASSIVE. . REIMBURSEMENT IS DEFINED IN SECTION 4.2.
REIMBURSEMENT BY THE MUNICIPALITY. GOVERNMENTAL
ENTITY. OR FIRE DEPARTMENT IS NOT CONTINGENT UPON
REIMBURSEMENT BY THE NON-CIMA MEMBER TO THE
MUNICIPALITY. GOVERNMENTAL ENTITY. OR FIRE
DEPARTMENT.
4.4 SURVIVABILITY. ALL PROVISIONS CONCERNING
REIM'9URSEMENT OBLIGATIONS UNDER THIS AGREEMENT
SHALL SURVIVE THE TERMINATION DATE.
4.5 GROSS NEGLIGENCE. WILLFUL MISCONDUCT. THE
REIMBURSEMENT PROVISIONS OF SECTIONS 4.1 AND 4.3 ARE
INAPPLICABLE TO THE EXTENT THAT MATERIAL OR EQUIPMENT
IS DAMAGED OR LOST BY REASON OF GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT.
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CIMA MEMBER SERaS AGREEMENT e
Approved At CIMA General Membership Meeting - 4/23/97
ARTICLE V
INDEMNIFICATION
5.1 MEMBER INDEMNIFICATION. EACH MEMBER
RECEIVING ASSISTANCE FROM OTHER CIMA MEMBERS. SHALL
INDEMNIFY. DEFEND AND HOLD HARMLESS (A) CIMA: AND 00
EACH AND EVERY CIMA MEMBER AND THE AGENTS.
DIRECTORS. OFFICERS AND EMPLOYEES THEREOF PROVIDING
ASSISTANCE (BOTH (A) AND (8) HEREINAFTER ..INDEMNIFIED
PARTIES..), FROM AND AGAINST ANY AND ALL DEMANDS.
CAUSES OF ACTION. DAMAGES, INJURIES, FINES (INCLUDING
PENALTIES OR OTHER CHARGES OR COSTS IMPOSED BY ANY
FEDERAL. STATE OR LOCAL AUTHORITYl. LIABILITY. ATTORNEY
FEES. LITIGATION COSTS AND EXPENSES. AND LOSSES OF ANY
KIND OR CHARACTER FOR SICKNESS OR INJURY TO OR DEATH
OF ANY PERSON (INCLUDING ANY EMPLOYEE). AND FOR LOSS
OR DAMAGE TO ANY PROPERTY OWNED OR OPERATED BY CIMA
CORPORATION. A CIMA MEMBER. OR ANY OTHER PERSON OR
ENTITY (INCLUDING ANY EQUIPMENT AND ANY NATURAL
RESOURCES) RESULTING DIRECTLY OR INDIRECTLY FROM THE
RECEIVING MEMBER.S USE OF EQUIPMENT OR EMPLOYEES OR
FROM THE RESPONSE ACTIONS UNDERTAKEN BY OTHER CIMA
MEMBERS.
THIS INDEMNIFICATION IS APPLICABLE TO ALL EVENTS
OCCURRING: (1) ON THE ACTUAL PROPERTY OF THE MEMBER
RECEIVING ASSISTANCE OR (2) ON PROPERTY UNDER THE
CON"\ ROL OF THE MEMBER RECEIVING ASSISTANCE (SUCH AS
LEASED WAREHOUSE SPACE). DEMANDS. CAUSES OF ACTION.
DAMAGES. INJURIES. FINES. LIABILITY. LOSSES OF ANY KIND
OR CHARACTER FOR SICKNESS OR DEATH OF ANY PERSON
{INCLUDING ANY EMPLOYEE). AND FOR LOSS OR DAMAGE TO
ANY PROPERTY OCCURRING OFF OF THE ACTUAL PROPERTY OF
THE MEMBER RECEIVING ASSISTANCE OR OFF OF PROPERTY
UNDER THE CONTROL OF THE MEMBER RECEIVING
ASSISTANCE.. WILL BE GOVERNED BY COMMON LAW.
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CIMA MEMBER SERVAs AGREEMENT e
Approved At CIMA Gen~1 Membership Meeting - 4/23/97
5.2 GROSS NEGLIGENCE. WILLFUL MISCONDUCT.
CRIMINAL LAW. EACH MEMBER AGREES THAT THE
INDEMNITIES PROVIDED FOR IN THIS SERVICES AGREEMENT
SHALL BE EFFECTIVE REGARDLESS OF THE NEGLIGENT ACTS
OR OMISSIONS OF THE INDEMNIFIED PARTIES WHETHER SUCH
NEGLIGENCE BE SOLE. JOINT OR CONCURRENT. ACTIVE OR
PASSIVE AND REGARDLESS OF WHETHER LIABILITY WITHOUT
FAULT IS IMPOSED ON THE INDEMNIFIED PARTIES. EXCEPT TO
THE EXTENT THAT LIABILITY ARISES BY REASON OF THE
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE
INDEMNIFIED PARTIES. IN ADDITION. NO MEMBER SHALL BE
LIABLE TO ANY INDEMNIFIED PARTY FOR ANY CLAIMS OR
PENALTIES ARISING OUT OF OR RESULTING FROM THE
INTENTIONAL VIOLATION OF ANY CRIMINAL LAW.
5.3 Insurance. Each Member also covenants and agrees that the
indemnity and hold harmless provisions are not limited, restricted, or in any way
affected by the amount of insurance carried by the indemnifying Member.
5.4 Non-member Indemnification. Prior to the provision of services or
release of equipment and material, CIMAor any CIMA Member(s) shall obtain or
attempt to obtain indemnification similar to the indemnification provisions of this
Article from any Non-member in connection with the receipt of services.
5.5 SURVIVABILITY. ALL INDEMNITIES MADE BY THE
MEMBER UNDER THIS AGREEMENT SHALL SURVIVE THE
TERMINATION DATE.
5.6 Financial Reauirements for Members. Each Member, excluding a
municipality or government agency or entity, hereby warrants that it is capable of
meeting the financial obligations associated with the indemnification referenced
in this section by having in place and keeping in place at all times during the
Members participation in CIMA one of the following:
(a) Liability insurance coverage (in any combination of primary
or umbrella or excess liability policy) with a third-party insurer in an amount not
less than $10,000,000 (ten million dollars/U.S.) per occurrence; or
'(b) Net worth in an amount not less than $20,000,000 (twenty
million dollars/U.S.).
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CIMA MEMBER SEAES AGREEMENT e
Approved At CIMA General Membership Meeting - 4/23/97
5.7 Financial Reauirement Notification. If any of the financial
requirements described in Section 5.6 are canceled or changed in any way so as
not to satisfy the financial requirements of Section 5.6, then notice will be given
in writing by the CIMA Member to the CIMA Corporation or its agents within thirty
days in advance of the cancellation or change. .
ARTICLE VI
COMPLIANCE WITH LAWS AND REGULATIONS
The CIMA Corporation shall comply with all laws, regulations, decrees,
codes, ordinances, resolutions and other acts of any governmental authority,
including without limitation, all federal, state or local laws and regulations
particularly as they affect the safety and welfare of CIMA Member employees.
ARTICLE VII
MISCELLANEOUS
7.1 Reoresentatives of the Member. The Representatives(s) of the
Member, appointed from time to time, shall represent the Member in its
communications and transactions with the CIMA Corporation and other Members
under this Services Agreement. The CIMA Corporation and its Members shall
be entitled to rely upon the power and authority of the Representative(s) to
represent and bind the Member in all matters pertaining to this Services
Agreement.
7.2 Amendments. This Services Agreement may not be amended,
modified, supplemented or otherwise altered except pursuant to an approval of a
majority of the Members of the CIMA Corporation. The Member agrees that any
such approval of the Members of the CIMA Corporation .shall amend this
Agree'"1ent to the extent specified in such approval and be binding on the
Member.
7.3 Governina Law. This Services Agreement shall be governed by, and
construed in accordance with, the laws of the State of Texas.
7.4 Attornevs Fees. In the event that any legal action is instituted
between the parties pertaining to the interpretation or enforcement of the terms
of this Services Agreement, the prevailing party shall be entitled to recover a
reasonable' allowance for attorneys fees and court expenses, to be fixed and
determined by the court in which such action is filed.
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CIMA MEMBER SEaES AGREEMENT e
Approved At CIMA General Membership Meeting - 4/23/97
7.5 Notices. Except for initial oral notices relating to requests for
assistance in connection with an emergency, any notice provided for by this
Agreement and any other notice, demand or communication which any Member
may wish to send to another shall be in writing and either delivered to su~h
Member in person, sent via a nationally recognized express mail service, sent
via facsimile transmission with receipt confirmed, or sent by first-class U.S. mail,
postage prepaid, return receipt requested, and addressed to the Member at such
Member's address as set forth in the records of the Corporation, or to such other
address as any Member shall specify by written notice.
7.6 Procedures Uoon Receiot of Notice. Upon receipt of any notice,
statement or other instrument received under any agreement to which the CIMA
Corporation or its Members are parties or pursuant to any claim against the
CIMA Corporation or its Members, CIMA Corporation shall immediately relate the
contents of such notice, statement or other instrnment to each CIMA Member in
the same manner in which notices are given under Section 7.5. If the instrument
is one which shall have a material adverse effect upon the CIMA Corporation or
its assets, the CIMA Corporation shall notify each Member by the quickest
communication device reasonably available.
7.7 Severability. If any provision of this Services Agreement or portion
thereof should be declared invalid for any reason, the invalid provisions or
portion thereof shall be deemed omitted' and the remaining terms shall
nevertheless be carried into effect.
7.8 Waiver. The waiver of a breach of any term or condition of this
Services Agreement shall not be deemed to constitute the waiver of any other
breach of the same or any other term or condition.
7.9 Enforcement bv Creditors. No provision of this Services Agreement
shall be for the benefit of or enforceable by any creditors of a CIMA Member or
any creditors of the CIMA Corporation.
7.10 Number and Gender. Whenever required by the context, the
singular number shall include the plural, and the masculine or neutral gender
shall include all genders.
7.11 Entire Aareement. This Services Agreement contains the entire
understanding between the parties and supersedes any prior written or oral
agreements between them respecting the subject matter contained herein.
7.12Assianment: Bindino Effect. A CIMA Member may not assign its
rights and obligations under this Services Agreement. Subject to and without
affecting the prohibitions herein with respect to assignment, this Services
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CIMA MEMBER SE.ES AGREEMENT e
Approved At CIMA General Membership Meeting - 4/23/97
Agreement shall be binding on the parties and their respective successors and
assigns.
7.13 Counteroarts. This Services Agreement may be executed in any
number of counterparts, each of which when so executed shall be deemed to be .
an original, and such counterparts together shall constitute and be one and the
same instrument.
7.14 Non-members. Nothing in this Services Agreement shall entitle any
person or entity not a party to this Services Agreement to institute any claims,
causes of action, remedy, or right of any kind arising out of the operations
conducted pursuant to this Services Agreement.
7.15 Indemnification Provisions Inaoolicable to Governmental or Municioal
Entities. All of the provisions of Article V, Indemnification, are inapplicable to
governmental or municipal Members of CIMA.
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CHANNEL INDUSTRIES MUTUAL AID
P.O. Box 866 . Deer Park, Texas 77536-0866
Bus. (281) 476-5040 . Fax (281) 476-0280
CHAIRMAN
John McHazlett
Occidental Chemical Corporation
P.O. Box 500
Deer Park, Texas 77536
(281) 476-2928
VICE CHAIRMAN
Rick Deel
Lubrizol Corporation
P.O. Box 158
Deer Park, Texas 77536
(281) 884-5362
SECOND VICE CHAIRMAN
Ellis Pellerin
Lyondell Citgo Refining, LP.
P.O. Box 2451
Houston, Texas 77252-2451
(713) 321-4354
DATE: March 4, 1999
T(): Joe Sease
City of LaPorte
FR()M: Cynthia Gonzale&
CIMA Business Office
SUBJECT: CIMA Agreement Acknowledgement
Please find attached a set of your signed Channel Industries Mutual Aid Organization
Acknowledgement of Bylaws and Members Services Agreement for your records.
If you have any questions, please do not hesitate to call me at 281-476-5040.
:cg
Attachment
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Reimbursement as set out in Article IV of this contract by the City of La
Porte is contingent upon approval by the City of La Porte City Council for
any claims for reimbursement requested by CIMA Members.
M ;/ j,~t~
,/lIMA Representative
Date: ;2./1?/9?
,
G<~ T. ~
City of La Porte Representative
Date: l ' 7..0 -q 't
CIMA MEMBER SEAES AGREEMENT e
Approved At CIMA General Membership Meeting - 4/23/97
CHANNEL INDUSTRIES MUTUAL AID ORGANIZATION
MEMBER SERVICES AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Services
Agreement as of the date first above written.
Channel Industries Mutual Aid Organiz~tion (UCIMA"):
By /)t-t /. ~~~
Title / C /, 4 / /' It- .,,'"
Date "JI?/? q
.
Name of"the CIMA Member:
Organization
By [signature]
Name [printed]
Title
Date
-.h+J:: la..hde.
ex \,~
_Rc b -e. '(" -\- -r. Id ex reI'" C,-
~. rY'\Clr\t1. ~ e Y'"
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11
Bylaw Amendments of iannellndustrfes Mutual Aid _
Approved At CIMA Gen_ Membership Meeting - 4/23/97 -
CHANNEL INDUSTRIES MUTUAL AID ORGANIZATION
ACKNOWLEDGMENT OF BYLAWS
I, ~ T'I~errer:lL [Pri~ted Name], acting on beh~'f of Ylj 0+ Ln. DcY" +e
[Organization], as L 1"4--ffi C\..n lllj P I" [Title], have read the Bylaws of Channel
Industries Mutual Aid Organization ("CIMA"), and hereby agree to abide by those Bylaws
that are in effect and will be amended. from time to time.
Signed this the lct#-- day of ~
, 199'1-.
Organization
By [signature]
Name [printed]
Title
~L~
Rc b 'ex 4: -C-~ e. (" ....e. (" CL
CI'+~~r\c.r~er
l
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April 23, 1997
BYLAWS
OF
CHANNEL INDUSTRIES MUTUAL AID
ARTICLE I
NAME AND PURPOSE
1.1 Name. The name of the corporation is Channel Industries Mutual Aid
(sometimes referred to herein as "CIMA").
1.2 Puroose. The purposes for which the corporation is organized are as
stated in the Articles and as further described herein:
CIMA is an organization whose primary purpose is the joining together of
fire-fighting, rescue, hazmat, and emergency medical manpower and facilities among
Houston Ship Channel industries for mutual assistance in case of emergency situations
- either natural or man-made, including but not limited to acts of war or terrorism.
Each company participating in this plan must reserve manpower, material,
and equipment for its own protection before releases can be made in an emergency.
This matter is entirely the judgment of the management of each member. No member,
therefore, is obligated by their manpower and equipment listings.
ARTICLE II
MEMBERS
2.1 (a)
(b)
One Class. There shall be one class of members.
Members Shall Direct Corooration. The direction and management
of the affairs of the corporation and the control and disposition of its assets shall be
vested in the members.
2.2 General Membershio Reauirements. A prospective member must have
adequate resources to deal with ordinary emergencies Y'hich may arise. These will
include but not be limited .to:
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(a) Adequate water supply
(b) Emergency response organization
(c) Written emergency plan
(d) Adequate communications, equipment and procedure
(e) Any special protective equipment or chemicals
2.3 Conditions of Membershio. It is a basic premise of the organization that it
can fulfill its purpose only if the following minimum and basic conditions of membership
are met by the separate members:
(a) Each member agrees to maintain resources in the form of
emergency personnel and equipment sufficient to control fires or emergencies of the
type and magnitude reasonable to anticipate occurring at the member's facility. For
prospectiye members, t~e prospective member must have resources in the form of
emergency personnel and equipment sufficient to control fire or emergencies of the
type and magnitude which have occurred in' facilities similar to that of the prospective
member in the preceding 5 years.
Minimum standards for specific types of facilities are determined as
follows:
(i) Storage facilities with tankage of flammable or combustible
materials must be capable of providing 25% of the resources to manage the
".
extinguisr 1lent of the single largest atmospheric or low pressure storage tank. NFPA
11, Standard for Low Expansion Foam and Combined Agent Systems, latest edition,
will be' utilized for resource determination.
(ii) Process facilities must be capable of providing resources
adequate to manage the extinguishment of a single source process fire or event that is
characteristic of that unit.
Resources must include water supply equipment, water or agent
delivery methods, systems or a combination thereof and an emergency response team.
4123/97
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Water supply equipment is defined as fire pump installations and
private fire service mains capable of achieving the required delivery rates.
Water or agent delivery methods or systems include:
Portable hose lines and or monitors,
Mobile fire pumping equipment or apparatus
Fire water spray or sprinkler systems
Foam chambers or spray systems
Dry Chemicals, halon, C02 or other agent suppression systems
f (iii) Emergency Response personnel must be adequately trained
to a level in compliance with all appropriate OSHA rules and regulations. Personnel
must also be properly trained on the CIMA incident command system and other CIMA
standard operating procedures to enable proper coordination between the facility and
respondil'Jg CIMA personnel.
-!f (b) Each member must design and maintain a written emergency
action plan that complies with all current OSHA rules and regulations. This emergency
plan shall include procedures for activating personnel and equipment within their
facilities.
Included in this emergency plan, or as a supplement to this
emergency plan, each member agrees to provide call procedures and instructions to
properly respond to requests for assistance, and procedures and instructions to
properly n :ceive aid from CIMA members.
*(c) Each member agrees to appoint a representative and one alternate
representative. At least one representative or designate of each company is expected
to attend all general and respective zone meetings of the organization. Failure to
attend three successive general and/or three successive zone meetings shall be
grounds for being placed on probationary status. Also, senior managers (or their
management representatives) are encouraged to attend CIMA meetings periodically.
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.:Jf.
(d) A prospective member must be capable of contributing resources
in the form of equipment and personnel to the organization so that CIMA's goal as a
mutual aid cooperative can be sustained.
The ability of a member company to contribute resources should be
in proportion to its potential to request CIMA assistance.
The minimum response capability is considered a four person
emergency response crew consisting of three members and a leader with personal
protective equipment as per the CIMA standard operating procedures. Company-
approved transportation must be provided. Response crews must be available on a 24
hour per day, 7 day per week basis and may be call-out personnel.
>(
(e)
Each member agrees to abide by the Standard Operating
Procedures of CIMA, as adopted by the members and modified from time to time.
Moreover, each member agrees to participate in the annual general membership drill or
training session and their respective zone drill to the minimum extent of having one of
their representatives present.
(1) Each member agrees to appoint responsible company officials to
be present, as needed, at all key road blocks during an emergency to assist the law
enforcement officers on duty. These officials should have proper authorization and
identification documents identifying them to the law enforcement officers. Also. some
"
type of co' nmunications with the plant will be provided at all times. The official must be
familiar with, and have knowledge of, authorized personnel that require admittance to
the plant. This includes company employees and officials, fire-fighting and rescue
personnel, CIMA, and other outside groups called for assistance.
'*- (g)
Each member agrees to cooperate totally with authorized
inspections by the CIMA Inspection Officers.
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(h) REIMBURSEMENT /INDEMNIFICATION
(i) INTENT - The object of CIMA is the joining together of fire-
fighting, res~ue, hazmat, and emergency medical manpower and facilities among
Houston Ship Channel industries for mutual assistance in case of emergency situations
- either natural or man-made, including but not limited to acts of war or terrorism. THE
INTENT OF CIMA IS THAT THE MEMBER RECEIVING ASSISTANCE
FROM OTHER CIMA MEMBERS. SHALL: (1) replace material used, and repair
equipment damaged or lost, in the control of a fire or emergency situation within the
receiving Member's facilities or on property under the control of the Member receiving
assistance (such as leased warehouse space), in kind or in cash at current prices;
provided that, the material and/or equipment was furnished by other CIMA Members in
response to a properly placed request under Section 3.2 of the CIMA Member Services
Agreement; and (2) INDEMNIFY. DEFEND. AND HOLD HARMLESS CIMA
CORPORATION AS WELL AS EACH AND EVERY CIMA MEMBER AND
THE AGENTS. DIRECTORS. OFFICERS AND EMPLOYEES THEREOF
PROVIDING ASSISTAN'CE, FROM AND AGAINST ANY AND ALL
DEMANDS. CAUSES OF ACTION. DAMAGES. INJURIES. FINES
(INCLUDING PENALTIES OR OTHER CHARGES OR COSTS IMPOSED BY
ANY FEDERAL. STATE OR LOCAL AUTHORITY). LIABILITY. ATTORNEY
FEES. L"TIGATION COSTS AND EXPENSES. AND LOSSES OF ANY KIND
OR CHARACTER FOR SICKNESS OR IN.JURY TO OR DEATH OF ANY
PERSON (INCLUDING ANY EMPLOYEE). AND FOR ANY LOSS OR
DAMAGE TO ANY PROPERTY OWNED OR OPERATED BY CIMA
CORPORATION. A CIMA MEMBER. OR ANY OTHER PERSON OR ENTITY
IINCLUDING ANY EQUIPMENT AND ANY NATURAL RESOURCESl
RESULTING DIRECTLY OR INDIRECT'L Y FROM THE RECEIVING
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MEMBER'S USE OF EQUIPMENT OR EMPLOYEES OR FROM THE
RESPONSE ACTIONS UNDERTAKEN BY OTHER CIMA MEMBERS.
(ii) REIMBURSEMENT - Each Member receiving assistance"
from other CIMA Members, shall replace material used, and repair or replace any
equipment damaged or lost, in the control of a fire or emergency situation within the
receiving Member's facilities or on property under the control of the Member receiving
assistance (such as leased warehouse space), in kind or in cash at current prices;
provided that, the material and/or equipment was furnished by other CIMA Members in
response to a properly placed request under Section 3.2 of the CIMA Member Services
Agreement. REIMBURSEMENT OF DAMAGED OR LOST EQUIPMENT IS
REQUIRED WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF
{INCLU~ING DAMAGE OR LOSS CAUSED BY PRE-EXISTING
CONDITIONS) OR THE NEGLIGENCE OF ANY PARTY OR PARTIES..
INCLUDING THE OWNER OR OPERATOR. WHETHER SUCH
NEGLIGENCE BE SOLE. JOINT OR CONCURRENT. ACTIVE OR PASSIVE.
THIS REIMBURSEMENT PROVISION IS INAPPLICABLE TO THE EXTENT
THAT MATERIAL OR EQUIPMENT IS DAMAGED OR LOST BY REASON
OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
Damage to and loss of equipment refers to damage and loss as a
result of tl e emergency situation rather than from the wear and tear expected in the
normal operation of the equipment. The owner of damaged or lost equipment is entitled
to replacement of the equipment if repair of the equipment is not feasible for economic
or other reasons. The cost of replacement in that circumstance will be the current cost,
in the Greater Houston Metropolitan Area, of new equipment with specifications similar
to that of the equipment to be replaced. The current cost of new, similar equipment is
to be determined as of the date of the damage or loss that necessitates the
replacement of the equipment.
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ALL REIMBURSEMENT OBLIGATIONS MADE BY THE
MEMBER UNDER THE CIMA MEMBER SERVICES AGREEMENT SHALL
SURVIVE THE TERMINATION DATE.
*" (iii) REIMBURSEMENT BY MUNICIPALITIES,
GOVERNMENTAL ENTITIES, AND FIRE DEPARTMENTS - From time to time,'
municipalities, governmental entities, and fire departments (municipal or otherwise),
who are CIMA Members, in the event of an actual or potential fire or emergency
situation at a Non-CIMA Members facility or involving a Non-CIMA Member's property
(such as a tanker truck fire on a public street), will request additional emergency
personnel and equipment from CIMA to respond to the fire or emergency situation. In
the event the Non-CIMA Member refuses to execute the CIMA NON-MEMBER
EMERGENCY INCIDENT ASSISTANCE AND REIMBURSEMENT AND
INDEMNIFICATION AGREEMENT, the municipality, governmental entity, or fire
department (municipal or otherwise) is responsible for replacing material used, and
repairing or replacing any equipment damaged or lost, in the control of the fire or
emergency situation within the receiving Non-CIMA Member's facilities or involving a
Non-CIMA Member's property (such as a tanker truck fire on a public street), in kind or
in cash at current prices. REIMBURSEMENT OF DAMAGED OR LOST
EQUIPMENT IS REQUIRED WITHOUT REGARD TO THE CAUSE OR
CAUSES THEREOF (INCLUDING DAMAGE OR LOSS CAUSED BY PRE-
EXISTING CONDITIONS) OR THE NEGLIGENCE OF ANY PARTY OR
PARTIES INCLUDING THE OWNER OR OPERATOR. WHETHER SUCH
NEGLIGENCE BE SOLE. JOINT OR CONCURRENT. ACTIVE OR PASSIVE.
REIMBURSEMENT BY THE MUNICIPALITY. GOVERNMENTAL ENTITY.
OR FIRE DEPARTMENT IS NOT CONTINGENT UPON REIMBURSEMENT
BY THE NON-CIMA MEMBER TO THE MUNICIPALITY. GOVERNMENTAL
ENTITY. OR FIRE DEPARTMENT. THIS REIMBURSEMENT PROVISION
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IS INAPPLICABLE TO THE EXTENT THAT MATERIAL OR EQUIPMENT IS
DAMAGED OR LOST BY REASON OF GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.
Damage to and loss of equipment refers to damage and loss as a
result of the emergency situation rather than from the wear and tear expected in the
normal operation of the equipment. The owner of damaged or lost equipment is entitled
to replacement of the equipment if repair of the equipment is not feasible for economic
or other reasons. The cost of replacement in that circumstance will be the current cost,
in the Greater Houston Metropolitan Area, of new equipment with specifications similar
to that of the equipment to be replaced. The current cost of new, similar equipment is
to be determined as of the date of the damage or loss that necessitates the
replacerT)ent of the equipment.
ALL REIMBURSEMENT OBLIGATIONS MADE BY THE
MUNICIPALITY. GOVERNMENTAL ENTITY. OR FIRE DEPARTMENT
UNDER THE CIMA MEMBER SERVICES AGREEMENT SHALL SURVIVE
THE TERMINATION DATE.
(iv) INDEMNIFICATION. EACH MEMBER RECEIVING
ASSISTANCE FROM OTHER CIMA MEMBERS. SHALL INDEMNIFY.
DEFEND AND HOLD HARMLESS (A) CIMA CORPORATION: AND on
..
EACH A ND EVERY CIMA MEMBER AND THE AGENTS, DIRECTORS.
OFFICERS. AND EMPLOYEES THEREOF PROVIDING ASSISTANCE.
FROM AND AGAINST ANY AND ALL DEMANDS. CAUSES OF ACTION.
DAMAGES. INJURIES. FINES (INCLUDING PENALTIES OR OTHER
CHARGES OR COSTS IMPOSED BY ANY FEDERAL. STATE OR LOCAL
AUTHORITY). LIABILITY. ATTORNEY FEES. LITIGATION COSTS AND
EXPENSES. AND LOSSES OF ANY KIND OR CHARACTER FOR
SICKNESS OR INJURY TO OR DEATH OF ANY PERSON (INCLUDING
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ANY EMPLOYEE). AND FOR LOSS OR DAMAGE TO ANY PROPERTY
OWNED OR OPERATED BY CIMA CORPORATION. A CIMA MEMBER. OR
ANY OTHER PERSON OR ENTITY (INCLUDING ANY EQUIPMENT AND"
ANY NATURAL RESOURCES) RESULTING DIRECTLY OR INDIRECTLY
FROM THE RECEIVING MEMBERwS USE OF EQUIPMENT OR
EMPLOYEES OR FROM THE RESPONSE ACTIONS UNDERTAKEN BY
OTHER CIMA MEMBERS.
THIS INDEMNIFICATION IS APPLICABLE TO ALL
EVENTS OCCURRING: (1) ON THE ACTUAL PROPERTY OF THE
MEMBER RECEIVING ASSISTANCE OR (2) ON PROPERTY UNDER THE
CONTROL OF THE MEMBER RECEIVING ASSISTANCE (SUCH AS
LEASE~ WAREHOUSE SPACE). DEMANDS. CAUSES OF ACTION.
DAMAGES. INJURIES. FINES. LIABILITY. LOSSES OF ANY KIND OR
CHARACTER FOR SICKNESS OR DEATH OF ANY PERSON (INCLUDING
ANY EMPLOYEE). AND FOR LOSS OR DAMAGE TO ANY PROPERTY
OCCURRING OFF OF THE ACTUAL PROPERTY OF THE MEMBER
RECEIVING ASSISTANCE OR OFF OF PROPERTY UNDER THE CONTROL
OF THE MEMBER RECEIVING ASSISTANCE. WILL BE GOVERNED BY
COMMON LAW.
EACH CIMA MEMBER AGREES THAT THE
INDEMNITIES PROVIDED FOR IN THESE BY-LAWS AND IN THE
SERVICES AGREEMENT SHALL BE EFFECTIVE REGARDLESS OF THE
NEGLIGENT ACTS OR OMISSIONS OF CIMA CORPORATION OR ANY
CIMA MEMBER WHETHER SUCH NEGLIGENCE BE SOLE. JOINT OR
CONCURRENT. ACTIVE OR PASSIVE. AND REGARDLESS OF WHETHER
LIABILITY WITHOUT FAULT IS IMPOSED ON CIMA CORPORATION OR
ANY CIMA MEMBER. EXCEPT TO THE EXTENT THAT LIABILITY ARISES
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BY REASON OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN
ADDITION. NO MEMBER SHALL BE LIABLE TO CIMA CORPORATION OR
ANY CIMA MEMBER FOR ANY CLAIMS OR PENALTIES ARISING OUT .OF
OR RESULTING FROM THE INTENTIONAL VIOLATION OF ANY
CRIMINAL LAW.
Each CIMA Member also convenants and agrees that the
indemnity and hold harmless provisions are not limited, restricted, or in any way
affected by the amount of insurance carried by the indemnifying Member.
ALL INDEMNITIES MADE BY THE MEMBER UNDER THE
CIMA MEMBER SERVICES AGREEMENT SHALL SURVIVE THE
TERMINATION DATE.
. f (i) Each member agrees to establish effective radio communication on
the CIMA Radio System. Effective radio communications are defined as follows:
(i) Each facility or organization must have a CIMA radio
monitored 24 hour per day, 7 days per week basis by plant or organization personnel.
(ii) Every emergency response vehicle or crew leader
responding to a CIMA assistance call must have a mobile or portable radio.
(iii) All CIMA radio equipment must meet CIMA Radio System
specifications established by the Communications Officer.
Accepted new CIMA members are required to pay a one-time
CIMA Radio System installation fee ($1,947.00).
~ Q) Each member agrees to pay annual membership dues. The
amount of dues may be changed by a majority vote of members present at a general
meeting. Annual membership dues shall be paid in full by the February general
membership meeting. Any member not paid in full, by the following April general
membership meeting shall be automatically dropped as a member from the CIMA
organization. Invoices for dues will be distributed with the minutes of the December
4fl3/97
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general membership meeting. Governmental agencies, except municipal fire
departments, are considered standing agencies and therefore- exempt from the annual
dues.
1" (k)
Each member agrees to utilize the CIMA Incident Command
System ("ICS") for incidents where a Special Call, Standby or Alarm List Activation has
been issued. Members are encouraged to utilize the CIMA ICS, as much as possible,
for control of non-CIMA incidents in the member's facility/area of jurisdiction.
'* (I)
Each member agrees to pre-plan annually the response of
resources to the facility utilizing the CIMA Alarm List. .
(m) An existing member who has not had an emergency in the previous
two years, nor requested CIMA assistance in the previous five years, may request a
special e?Cemption from these Section 2.3 Conditions of Membership, paragraph (d). In
addition, a member who cannot provide the required level of response, but can provide
another vital service to CIMA must propose to the Chairman that it provide such service
in lieu of providing the required level of response capability. The Chairman shall
determine the necessity and validity of the service to CIMA and proceed to request an
approval by the respective Zone Members and the Steering Committee. Special
exempt facilities will be evaluated as follows:
(i) Every 5 years the facility will be assessed to determine
compliam e with exemption standards.
(ii) Should an exempt member request CIMA assistance, such
member's qualifications for exemption will be reassessed.
The Chairman will direct evaluation efforts and present a report to
the Steering Committee and the respective Zone Members.
)f\ (n) MEMBERS WHICH ARE- LOCAL LAW ENFORCEMENT
AGENCIES. FIR~ DEPARTMENTS (MUNICIPAL OR OTHERWISE), AND
OTHER EMERGENCY RESPONSE AGENCIES MUST ONLY COMPLY
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WITH SUBSECTIONS b
THIS SECTION. FIRE DEPARTMENTS. MUNICIPAL OR OTHERWISE..
SHALL COMPLY ALSO WITH SUBSECTIONS (a)(iii). (d) AND (I).
~ (0) A prospective member must: (1) submit a signed statement
acknowledging that it has read the Bylaws and agrees to abide by them; and (2)
execute the Member Services Agreement and return both documents to C/MA prior to
approval as a new member.
Existing members shall have six months to: (1) provide the signed
statement executing the Bylaws; and (2) execute the Member Services Agreement.
Both documents shall be returned to CIMA within six months as of the date this
condition of membership is adopted.
S~ction 2.4. Votina Procedures. Voting on issues at CIMA meetings will be by
show of hands of the designated representative or alternate from each member. A
simple majority of those voting members present shall decide the issue. Secret ballots
may be used at the discretion of the officers, or whenever requested from the floor and
approved by a majority vote. When ballot voting is conducted, the Secretary shall
distribute a single ballot to each member establishment, and ensure a "one member -
one vote" system.
Matters of organization, procedures, or policy must appear on the prepublished
meeting a lenda to be voted on at the meeting.
Section 2.5 Admission of Members. The following steps are required for
admission to CIMA:
(a) Written Aoolication. The prospective organization must submit to
the Chairman a written application for membership.
(b) Pre-Insoection Consent. A pre-inspection consent form will be sent
to the prospective member for completion and will be reviewed by the chief inspection
officer.
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(c) Zone Insoection. Upon review and approval, the pre-inspection
form will be forwarded to the appropriate zone inspection committee for scheduling of
an on-site inspection.
(d) Zone Review. Upon completion of an on-site inspection and
approval by the zone inspection committee, the prospective member will be invited to
attend the next scheduled zone meeting to present a short review of their operations. A
majority endorsement vote by the zone members will be required for forwarding of the
inspection report.
(e) General Membershio Review. The. zone inspection committee
members will forward the endorsed inspection report to the chief inspection officer.
After completion of all required items, the chief inspection officer will forward the
applicatio,n to the Chairman for presentation at the next general membership meeting
for admission by a majority vote.
(f) Reaoolication Procedure. In the event of disapproval of the zone
inspection committee or lack of endorsement by the zone membership, or the rejection
of the prospective member by the general membership, the Chairman will, give written
notice to the prospective member and outline any corrective steps which may be
necessary to comply with membership requirements. The prospective member may
reapply after fulfilling any recommendation or after one (1) year.
See tion 2.6. Removal and Resianation of Members.
(a) Probation. Member establishments may be placed on probationary
status by action of the CIMA membership for failure to comply with the "conditions of
membership". Placing a member on probationary status shall include the following
steps:
(i) A recommendation of probationary status by the officers or
by a majority vote of members present at any general membership meeting.
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(ii) A written notice ,of the consideration of probationary status,
from the Chairman to the senior manager of the member, outlining the reasons.
(iii) Include the consideration of probationary status for that
member in the pre-published agenda for a general membership meeting.
(iv) After consideration of the reasons, approval by a majority of
voting members present at the general membership meeting is required to place a
member on probation.
(b) Removal. A continuing probationary status for more than one year
is grounds for being dismissed from CIMA. Such dismissal action shall follow the same
procedures outlined for probationary status.
(c) Reinstatement. Probationary status shall be canceled and
reinstater:nent approved at a general membership meeting using the same steps for
placing a member on probationary status.
(d) Riahts While On Probation. When under probationary status, a
member loses voting rights and administrative services normally included at no charge
such as attending CIMA sponsored training, complimentary manuals and forms, and
other similar items.
(e) Resianation. A member may resign at any time by delivery of
notice to the Chairman or Secretary.
Se :tion 2.7 Meetinas.
(a) Reaular Meetinas. Meetings of the membership shall be held
bi-monthly. Meetings will be held at designated locations, and all members will be
expected to participate as a host. A meeting notice and agenda will be sent to all
members prior to the meeting.
(b) Special Meetino. Special meetings of the members shall be held
whenever called by the Chairman or upon the request of any ten (10) members. It shall
be the duty of the Secretary to give sufficient notice (not less than 10 days) of the date,
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time and place of each special meeting to each member. A special meeting requested
by the members must be held within 20 days of the notice of the request being made to
the Chairman.
ARTICLE 1/1
NOTICES
3.1 Form of Notice. Whenever under the provisions of these bylaws, notice is
required to be given to any member, officer or committee member, and no provision is
made as to how such notice shall be given, it shall not be construed to mean personal
notice, but any such notice may be given in writing, by United States mail postage
prepaid, addressed to such officer or committee member at such address as appears
on the books of the corporation. Any notice required or permitted to be given by
, .
facsimile or electronic mail shall be deemed given when the same is deposited in the
United States mail as aforesaid.
3.2 Waiver. Whenever any notice is required to be given to any member,
officer or committee member under the provisions of these bylaws, a waiver thereof in
writing signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be equivalent to the giving of such notice.
ARTICLE IV
GENERAL OFFICERS
4.1 Election and Term.
(a) The officers of this corporation shall be a Chairman, First Vice-
ChairmanlTreasurer, Second Vice-Chairman/Secretary, Chief Inspection Officer, Drill
Officer, Communications Officer, two Zone Representatives for each zone, and such
other officers as may be determined from time to time by the members. The Chairman,
First Vice-ChairmanlTreasurer, and Second Vice-Chai~an/Secretary shall be elected
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by the members, as described herein, and the other officers shall be appointed by the
Chairman, as described herein.
(b) Tenure. Each officer shall serve for his or her term of office and'
until his or her successor shall have been duly elected and qualified unless such officer
is sooner removed in the manner specified in subparagraph (d) of this section 4.1 or
until such officer resigns. The positions and terms are as follows:
Chairman 1 year
First Vice-Chairmanrrreasurer 1 year
Second Vice-Chairman/Secretary 1 year
Terms commence on January 1 of each year. The determination of which officer shall
serve in which office for the terms as set forth hereinabove shall be determined by the
membership at each general election. Each successor to an officer whose term has
expired (or will expire) shall be elected in the manner specified in section 4.1 of these
bylaws, and each such successor shall hold' office for a term commencing upon
January 1 after the date of his or her election and ending upon January 1 one year
thereafter, except that, in the case of an appointment by the Chairman (or succession
of the First Vice-Chairman to Chairman) to fill a vacancy, the term of the successor
shall be for the unexpired term of the former occupant or until the date such officer
resigns or is removed, whichever is shorter.
In the event the First Vice-Chairman has already succeeded to the office
of Chairman as the result of an interim vacancy in the office of Chairman, the First Vice-
Chairman so serving shall be eligible to another term of office which shall constitute a
full, one-year term.
(c) Vacancies. A vacancy shall be declared in any office upon the
death, resignation, or removal of the occupant or upon the disability of the occupant
rendering him or her permanently incapacitated.
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(d) Election. The officers shall be elected by the members by written
ballot the results of which shall be announced at the October meeting of the members.
Each officer shall be elected by the affirmative vote of a majority of the members voting
by written ballots. In June each year the Chairman will appoint a nominating committee
composed of the four outgoing zone representatives. The nominating committee will
select nominees for each of the three offices. All prospects selected for these elections
must be contacted by the nominating committee for their consent and the consent of
their management. The nominating committee will report at the August general
membership meeting. Additional nominations will be taken from the floor at the general
membership meeting. Subsequently, the Secretary shall prepare and distribute, with
the meeting minutes, a ballot presenting the names and member establishments of all
nominee~ for the three elected officers. Members shall complete their ballot and submit
them to the Secretary by October 1. The ballots shall be tallied by the Secretary, and
the new officers will be announced at the October meeting. Newly elected officers will
automatically assume their responsibilities on January 1, following their election without
an installation ceremony. Official announcement of the newly elected officers will be
made by letters from the outgoing Chairman to all members of the organization. Any
officer whose term of office shall have expired or will expire may be elected to succeed
himself or herself, and such officer may vote for himself or herself in such election if
serving a: the respective member's CIMA representative. In the event that the number
of officers is increased by amendment to these bylaws, any office to be filled by reason
of said increase shall be filled by the Chairman.
(e) As described above, the Chairman, First Vice-ChairmanlTreasurer,
and Second Vice-Chairman/Secretary shall be elected by the members for the terms
described above. The other officers shall be appointed by the Chairman and shall
serve terms of office of one year, except for the Zone Representatives who shall serve
2-year, staggered terms. Any officer whose term of office shall have expired may be
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elected to succeed himself or herself. Any two or more offices may be held at the same
time by the same person, except that the offices of Chairman and Second Vice
Chairman/Secretary may not be held at the same time by the same person.
(f) Any officer may resign at any time by giving written notice to the
Chairman or Secretary of the corporation. Unless otherwise specified in the notice, the
resignation shall take effect upon receipt, and the acceptance of the resignation shall
not be necessary to make it effective.
(g) Any officer (whether elected by the members or appointed by the
Chairman) may be removed at any time by the members, with or without cause;
provided that, removal without cause shall not prejudice the contract rights, if any, of
such officer. Any officer appointed by the Chairman may be removed at any time by
the Chain:nan with or without cause; provided that, removal without cause shall not
prejudice the contract rights, if any, of such officer.
4.2 Attendance at Meetinos. The Chairman, and in his or her absence the
First Vice-Chairman and in the absence of the Chairman and the First Vice-Chairman,
the Second Vice-Chairman, shall call meetings of the members to order, and shall act
as chair of such meetings, and the Secretary shall act as secretary of all such meetings,
but in the absence of the secretary the chair may appoint any person present to act as
Secretary of the meeting.
4.3 Duties. The principal duties of the several officers are as follows:
(a) Chairman. The Chairman shall preside at all meetings of the
members. The Chairman shall be the chief executive officer of the corporation, and
subject to the control of the members, shall have general charge and supervision of the
administration of the activities and affairs of the corporation. The Chairman (or the First
Vice-Chairman, in his or her absence, and in the absence of the Chairman and the First
Vice-Chairman, the Second Vice-Cha!rman) will serve as spokesman for the group,
handle all corr~spondence, call meetings, appoint specialists, Zone Representatives,
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and appointed officers, and arrange practice drills. Assistance may be solicited from
other officers and/or committees when needed. The Chairman will coordinate CIMA
activities with other agencies or organizations and will see that current information is'
maintained on other industrial mutual aid organizations in the Texas-Louisiana area.
The Chairman will see that manpower and material lists furnished by members are
updated annually. The Chairman shall sign and execute all legal documents and
instruments in the name of the corporation when authorized so to do by the members.
The Chairman shall have the power to appoint and remove subordinate employees.
(b) First Vice-ChairmanlTreasurer. The First Vice-Chairman will assist
the Chairman in the performance of his duties and serve as Chairman in his absence.
He will update the CIMA map and coordinate the activities of the Zone Representatives.
The First Vice chairman shall also serve as Treasurer. The Treasurer shall receive all
monies from all services and shall be the custodian thereof. The Treasurer shall
maintain records of receipts and disbursements of all fiscal ass~ts of CIMA and shall
make a report during the business session of each general meeting. The Chairman
shall direct an outside auditor to complete and submit to the Steering Committee an
annual financial report during the month of December. All disbursements must be
made by check and no disbursements shall be made unless authorized by one of the
following:
.,
(i) Annual budget, as presented by the officers and adopted by
the members at the Annual Meeting;
(ii) Majority vote of the mernbership present at any general
meeting; or
(iii) Two-thirds (213) majority vote of the Steering Committee.
All checks must be signed by the First Vice-ChairmanlTreasurer
and the Chairman. In the absence of either the Chairman or the First Vice-
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ChairmanlTreasurer, the Second Vice-Chairman/Secretary may sign as the second
signatory.
The First Vice-ChairmanlTreasurer shall be bonded at the expense
ofCIMA.'
(c) Second Vice-Chairman/Secretary. The Second Vice-Chairman will
provide overall coordination of the CIMA Radio System procedures and operations
assisted by the Communication Officer, arid handle issuance of CIMA Identification to
specialists and roadblock passes to members. The Second Vice-Chairman shall also
serve as Secretary. The Secretary shall have charge of the records and
correspondence of the corporation under the direction of the Chairman, and shall be the
custodian of the seal of the corporation, if any. The Secretary shall give notice of and
attend all. meetings of the members. (For these purposes, Zone meetings are not
considered meetings of the members, but rather only meetings of a portion of the
members.) The Secretary shall take and keep true minutes of all meetings of the
members of which, ex officio, without vote, the Secretary shall be the secretary. The
Secretary shall discharge such other duties as shall be prescribed from time to time by
the Chairman or the members. (These duties, as well as accounting, bookkeeping and
secretarial services, may be contracted externally at CIMA's expense under the
direction of the appropriate officer.) The Chairman may also appoint an assistant
secretary' 0 perform the duties of the Secretary. In addition, the Secretary shall publish
minutes of general and steering committee meetings, over the Chairman's signature,
and perform similar duties at the direction of the Chairman, including public relations
and news releases. Minutes of meetings, inspection reports and other CIMA
communications will be mailed to the senior manager of each member, the CIMA
Representative from that member, CIMA officers, specialists and members of the
Steering Committee.
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(d) Chief Insoection Officer. The Chief Inspection Officer shall
coordinate inspection activities as outlined in the Inspection Procedures. The Chief
Inspection Officer shall also recommend individuals to the Chairman for appointments
to the zone inspection committees.
(e) Drill Officer. The Drill Officer shall plan and implement the CIMA
annual drill.
(f) Communication Officer. The Communication Officer shall provide
for the maintenance of the CIMA radio system. This may be done either by the
Communication Officer or by contract services approved by the Communication Officer.
The Communication Officer shall maintain current licenses as prescribed by FCC
regulation and provide same to members for their radio sites. The Communication
Officer sh,all work with new CIMA members to provide specifications for radio
equipment, assign call letters and numerical identifiers, and issue radio test schedules.
The Communication Officer shall maintain the automatic numeric identification ("ANI")
system and report problems on the radio system to the Chairman or Second Vice-
Chairman.
(g) Zone Reoresentatives. There will be two representatives for each
zone. They will be nominated by the zone members and appointed by the Chairman on
alternate years for a two year term. The outgoing representative will serve on the
nominatin. I committee for that year. The representatives will coordinate and report
minutes of meetings to zone members, officers, zone representatives and specialists.
His duties will include serving on the Steering Committee, as Chairman of Zone
Meetings, coordinate training, communications and drills within the zone.
4.4 Vacancies. Whenever a vacancy shall occur in any general office of the
corporation (other than Chairman, in which case, the First Vice-Chairman would
automatically succeed or First Vice-Chairman, in which case, the Second Vice-
Chairman would automatically succeed), such vacancy shall be filled by the Chairman
4nJ197
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by the appointment of a new officer who shall take office on the date of his or her
appointment and shall hold such office for the unexpired term of the former occupant
thereof or, if shorter, until the date such officer resigns or is removed.
ARTICLE V
STANDING AND SPECIAL COMMITTEES
5.1 Standino Committees.
(a) The members may designate one or more standing committees (in
addition to the Steering Committee) as are necessary and which are not in conflict with
other pro~isions of thes~ bylaws, and the duties of any such standing committees shall
be prescribed by the members upon their designation. Each such standing committee
shall consist of two or more persons, who may, but need not be, limited to the members
(or their representatives) of the corporation. Appointments of persons to such standing
committees shall be for term's prescribed by the members upon such persons'
appointments.
(b) Steerina Committee. A Steering Committee shall provide
recommendations to the membership concerning ways to strengthen and otherwise
improve ar d maintain the capabilities of CIMA. In addition, the Steering Committee
may upon two-thirds (213) majority vote authorize the expenditure of funds. The
immediate past chairman of CIMA shall chair the Steering Committee. Meetings of the
Steering Committee shall be held a minimum of four times per year. The Steering
Committee shall be composed of the following:
.' Immediate Past Chairman
. Chairman
. First Vice-ChairmanfTreasurer
. Second Vice-Chairman/Secretary
. Zone Representatives
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. Chief Inspection Officer
. United States Coast Guard
. Harris County Fire Marshal's Office
. Harris County Sheriffs Department
. Port of Houston
The CIMA Specialists and a representative of each municipal member are ex-officio
members of the Steering Committee. They shall be invited to the meetings and
participate in all aspects except that they may not vote.
5.2 Soecial Committees. The Chairman or the Chairman of the Steering
Committee may designate one or more special committees as are necessary and which
are not in conflict with other provisions of these bylaws, and the duties of any such
special committees shall be prescribed by the members upon their designation. Each
such special committee shall consist of two or more persons, who may, but need not
, .
be, limited to members (or their representatives) of the corporation. A special
committee shall limit its activities to the accomplishment of the tasks for which it is
designated and shall have no power to act except as specifically conferred by action of
the Chairman or the Chairman of the Steering Committee. Upon the completion of the
task for which designated, such special committee shall stand dissolved.
5.3 Quorum and Voting. A majority of the members of a committee shall
constitute a quorum for the transaction of business at any meeting of such committee
and the act of a majority of the committee members present at a meeting at which a
quorum is present shall be the act of the committee.
5.4 Meetinas and Notices. Meetings of a committee may be called by the
Chairman or the chair of the committee. Each committee shall meet as often as is
necessary to perform its duties.. Notice may be given at any time and in any manner
reasonably designed to inform the members of the time and place of the meeting. Each
committee shall keep minutes of its proceedings.
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5.5 Resionations and Removals. Any member of a committee may resign at
any time by giving notice to the chairman of the committee or the Recording Secretary
of the corporation. Unless otherwise specified in the notice, such resignation shall take
effect upon receipt thereof, and the acceptance of such resignation shall not be
necessary to make it effective. The members may remove at any time with or without
cause any member of any committee who was originally appointed thereto by the
members as provided in these bylaws.
5.6 Vacancies. A vacancy on a committee shall be filled for the unexpired
portion of the term of the former occupant in the same manner in which an original
appointment to such committee is made.
ARTICLE VI
AMENDMENTS
6.1 Amendments. These bylaws may be amended by the members at any
regular or special meeting of the members at which a quorum is present by the
affirmative vote of a majority of the voting members present at such meeting; provided,
that notice of the proposed amendment shall have been given to each member in
writing at least ten days and not more than 50 days prior to such meeting.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
7.1 Indemnification. The corporation shall indemnify the directors (including
those members who are deemed to act in the place of directors), officers, employees,
and agents (including, but not limited to, CIMA Specialists and other member personnel
assigned by CIMA) of the corporation to the fullest extent required or permitted by
Article 2.22A of the Texas Non-Profit Corporation Act, or corresponding provisions
hereafter in effect, unless there are restrictions to the contrary in the Articles of
Incorporation. The corporation shall have the power to purchase and maintain at its
cost and expense insurance on behalf of such persons to the fullest extent permitted by
4/23/97
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Article 2.22A of the Texas Non-Profit Corporation Act, or corresponding provisions
hereafter in effect; provided, however, that the portion of any insurance premium cost
which may be allocable to the insurance coverage for items not eligible for
indemnification shall be treated as compensation to the officers, directors, employees
and agents of the corporation so covered. Such obligation to so indemnify and to so
make all necessary determinations may be specifically enforced by resort to any court
of competent jurisdiction. Further, the corporation shall payor reimburse the
reasonable expenses of such persons covered hereby in advance of the final
disposition of any proceeding to the fullest extent permitted by Article 2.22A of the
Texas Non-Profit Corporation Act, or corresponding provisions hereafter in effect, and
subject to the conditions thereof.
ARTICLE VIII
GENERAL PROVISIONS
8.1 Fiscal Year. The fiscal year of the corporation shall begin on the 1 st day
of January and end on December 31 st of each year.
8.2 Books and Records. The corporation shall keep correct and complete
books and records of account and shall also keep minutes of the proceedings of the
meetings of the members, the Steering Committee, and committees, standing or
special.
".
.8.2 Seal. The members may adopt a corporate seal to be in such form and to
be used in such manner as the members shall direct.
8.4 Permanent Incaoacitv. Any member, officer or other agent who shall be
incapable of participating in the management and affairs of the corporation for a
continuous period of six months shall be deemed to be "permanently incapacitated"
within the meaning of that term as used in these bylaws.
8.5 Dissolution.
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(a) The CIMA organization shall not be dissolved, except by
three-fourths (%) vote of the membership at a regular or special meeting. A notice of
the meeting for: that purpose shall be given at least forty-five (45) and not more than fifty
(50) calendar days before said vote shall be taken.
(b) Upon dissolution of CIMA, all monies, property, and equipment,
shall be disposed of in accordance with the Articles of Incorporation.
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CERTIFICATE
I, the undersigned, Secretary of Channel Industries Mutual Aid, a Texas
non-profit corporation, do hereby certify that the foregoing bylaws were duly adopted"as
the bylaws of the corporation on April 23, 1997.
Brad Byczynski, Secretary
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12/16/96
12/16/96
4/23/97
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BY-LAWS REVISION LOG
Section 2.3 (e)
Section 2.3 0>
Section 1.2
Section 2.3(a)
Section 2.3(h)(i)-(iv)
Section 2.3(n)
SectioF12.3(0)
Section 2.3(p)
i
Conditions of Membership -
(DriIlITraining)
Conditions of Membership -
(Member Removal/Dues)
28
CIMA NON-MEMBE~ERGENCY ASSISTANCE AGREEME.
Approved At CIMA G_al Membership Meeting - 4/23/97
CIMA NON-MEMBER
EMERGENCY INCIDENT ASSISTANCE AND
REIMBURSEMENT AND INDEMNIFICATION AGREEMENT
THIS EMERGENCY INCIDENT ASSISTANCE AND REIMBURSEMENT AND
INDEMNIFICATION AGREEMENT ("Agreement") is made as of the _ day of
, 199_, by and between Channel Industries Mutual Aid
Organization ("CIMAft or "CIMA Corporation"), a Texas non-profit corpo~ation,
and (hereinafter "COMPANY").
RECITALS
WHEREAS, COMPANY is currently involved in response activities
associated with in ; and
WHEREAS, CIMA has equipment and/or personnel that are available to
help COMPANY respond to the emergency situation; the term "CIMA" or "CIMA
Corporation" as used in this Agreement means Channel Industries Mutual Aid
Organization, its successors, assigns, agents, employees, officers, directors and
all CIMA Members, including their agents, employees, officers and directors; and
. WHEREAS, COMPANY desires to contract with CIMA for the actual
provision of assistance with respect to emergency fire protection and other public
safety matters on the terms and conditions set forth herein; and
WHEREAS, COMPANY agrees that the local fire department or other
appropriate governmental entity is responsible for directing fire fighting or
emergency activities at the COMPANY receiving assistance.
AGREEMENTS
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, CIMA and COMPANY hereby agree as follows:
ARTICLE I
REIMBURSEMENT - MATERIAL & EQUIPMENT
1.1 REIMBURSEMENT. COMPANY receiving assistance from CIMA
Corporation or CIMA Members, shall replace material used, and repair or replace
any equipment damaged or lost, in the control of a fire or emergency situation
within the receiving COMPANY'S facilities, in kind or in cash at current prices.
REIMBURSEMENT OF DAMAGED OR LOST EQUIPMENT IS
REQUIRED WITHOUT REGARD TO THE CAUSE OR CAUSES
. 1
CIMA NON-MEMBE~ERGENCY ASSISTANCE AGREEME~
Approved At CIMA G-.al Membership Meeting - 4/23/97 .
THEREOF (INCLUDING DAMAGE OR LOSS CAUSED BY PRE-
EXISTING CONDITIONS) OR THE NEGLIGENCE OF ANY PARTY OR
PARTIES INCLUDING THE OWNER OR OPERATOR. WHETHER
SUCH NEGLIGENCE BE SOLE. JOINT OR CONCURRENT. ACTIVE ,
OR PASSIVE. THIS REIMBURSEMENT OBLIGATION IS
INAPPLICABLE TO THE EXTENT THAT MATERIAL OR EQUIPMENT
IS DAMAGED 'OR LOST BY REASON OF GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT.
1.2 Reimbursement Definition. Damage to and loss of equipment refers
to damage and loss as a result of the emergency situation rather than from the
wear and tear expected in the normal operation of the equipment. The owner of
damaged or lost equipment is entitled to replacement of the equipment if repair
of the equipment is not feasible for economic or other reasons. The cost of
replacement in that circumstance will be the current cost, in the Greater Houston
Metropolitan Area, of new equipment with specifications similar to that of the
equipment to be replaced. The current cost of new, similar equipment is to be
determined as of the date of the damage or loss that necessitates the
replac~ment of the equipment.
1.3 SURVIVABILITY. ALL PROVISIONS CONCERNING
REIMBURSEMENT OBLIGATIONS UNDER THIS AGREEMENT
SHALL SURVIVE THE TERMINATION DATE.
ARTICLE II
INDEMNIFICATION
2.1 INDEMNIFICATION. COMPANY RECEIVING ASSISTANCE
FROM CIMA CORPORATION OR CIMA MEMBERS. SHALL
..
INDErrNIFY. DEFEND AND HOLD HARMLESS (A) CIMA: AND (Bl
EACH AND EVERY CIMA MEMBER AND THE AGENTS.
DIRECTORS. OFFICERS AND EMPLOYEES THEREOF PROVIDING
ASSISTANCE (BOTH (A) AND (ID HEREINAFTER "INDEMNIFIED
PARTIES..). FROM AND AGAINST ANY AND ALL DEMANDS.
CAUSES OF ACTION. DAMAGES. INJURIES, FINES (INCLUDING
PENALTIES OR OTHER CHARGES OR COSTS IMPOSED BY ANY
FEDERAL.. STATE OR LOCAL AUTHORITYl. LIABILITY. ATTORNEY
FEES. LITIGATION COSTS AND EXPENSES. AND LOSSES OF ANY
KIND OR CHARACTER FOR SICKNESS OR INJURY TO OR DEATH
2
CIMA NON-MEM8E~ERGENCY ASSISTANCE AGREEME.
Approved At CIMA G_ral Membership Meeting - 4/23/97
OF ANY PERSON (INCLUDING ANY EMPLOYEE). AND FOR LOSS
OR DAMAGE TO ANY PROPERTY OWNED OR OPERATED BY CIMA
CORPORATION. A CIMA MEMBER. OR ANY OTHER PERSON OR
ENTITY (INCLUDING ANY EQUIPMENT AND ANY NATURAL
RESOURCES) RESULTING DIRECTLY OR INDIRECTLY FROM THE
RECEIVING COMPANrS USE OF EQUIPMENT OR EMPLOYEES OR
FROM THE RESPONSE ACTIONS UNDERTAKEN BY CIMA
CORPORATION OR CIMA MEMBERS.
THIS INDEMNIFICATION IS APPLICABLE TO ALL EVENTS
OCCURRING: (1) ON THE ACTUAL PROPERTY OF COMPANY
RECEIVING ASSISTANCE OR (2) ON PROPERTY UNDER THE
CONTROL OF THE COMPANY RECEIVING ASSISTANCE (SUCH AS
LEASED WAREHOUSE SPACE). DEMANDS. CAUSES OF ACTION.
DAMAGES. INJURIES. FINES. LIABILITY. LOSSES OF ANY KIND
OR CHARACTER FOR SICKNESS OR DEATH OF ANY PERSON
{INCLUDING ANY EMPLOYEE). AND FOR LOSS OR DAMAGE TO
ANY PROPERTY OCCURRING OFF OF THE ACTUAL PROPERTY OF
COMPANY RECEIVING ASSISTANCE OR OFF THE PROPERTY
UNDER THE CONTROL OF THE COMPANY RECEIVING
ASSISTANCE. WILL BE GOVERNED BY COMMON LAW.
2.2 GROSS NEGLIGENCE. WILLFUL MISCONDUCT.
CRIMINAL LAW. COMPANY AGREES THAT THE INDEMNITIES
PROVIDED FOR IN THIS AGREEMENT SHALL BE EFFECTIVE
REGARDLESS OF THE NEGLIGENT ACTS OR OMISSIONS OF THE
INDEMNIFIED PARTIES WHETHER SUCH NEGLIGENCE BE SOLE.
JOINT OR CONCURRENT. ACTIVE OR PASSIVE. AND
REGA ,~DLESS OF WHETHER LIABILITY WITHOUT FAULT IS
IMPOSED ON THE INDEMNIFIED PARTIES. EXCEPT TO THE
EXTENT THAT LIABILITY ARISES BY REASON OF THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED
PARTIES. IN ADDITION. THE COMPANY SHALL NOT BE LIABLE
TO ANY INDEMNIFIED PARTY FOR ANY CLAIMS OR PENALTIES
ARISING OUT OF OR RESULTING FROM THE INTENTIONAL
VIOLATION OF ANY CRIMINAL LAW.
,3
CIMA NON-MEMBER -=RGENCY ASSISTANCE AGREEMENa
Approved At CIMA Ge_1 Membership Meeting - 4/23/97 ..,
2.3 Insurance. COMPANY also covenants and agrees that the indemnity
and hold harmless provisions are not limited, restricted, or in any way affected by
the amount of insurance carried by COMPANY.
2.4 SURVIVABILITY. ALL INDEMNITIES MADE BY COMPANY'
UNDER THIS AGREEMENT SHALL SURVIVE THE TERMINATION
DATE.
2.5 DEFINITIONS. "DEFEND" MEANS TO: (1) PROVIDE
LEGAL COUNSEL AND DEFENSE TO THE CIMA CORPORATION.
OR AT THE CIMA CORPORATION'S OPTION. TO REIMBURSE CIMA
CORPORATION FOR ALL REASONABLE ATTORNEYS FEES
GENERATED BY COUNSEL SELECTED BY CIMA CORPORATION:
AND (2) TO PAY ALL OTHER COSTS OF DEFENSE INCLUDING ALL
APPEAL AND SUPERSEDEAS BONDS.
ARTICLE III
MISCELLANEOUS
3.1 Desianated Emeroencies - Particioation Voluntarv. There is no
obligation on any CIMA Member to contribute equipment or manpower to any
particular emergency. Participation in any particular emergency is wholly
voluntary based on the n~eds and availability of a CIMA Member to respond.
Thus, there is no liability on CIMA Corporation or any CIMA Member for failing to
respond to an emergency situation under this Agreement.
3.2 Governino Law. This Agreement shall be governed by, and construed
in accordance with, the Jaws of the State of Texas.
3.3 Attornevs Fees. In the event that any legal action is instituted
betweel . the parties pertaining to the interpretation or enforcement of the terms
of this Agreement, the prevailing party shall be entitled to recover a reasonable
allowance for attorneys fees and court expenses, to be fixed and determined by
the court in which such action is filed.
3.4 Notices. All notices, demands or communications relating to this
Agreement that CIMA Corporation or any CIMA Member may wish to send to
COMPANY shall be in writing.
3.5 Severability. If any provision of this Agreement or portion thereof
should be declared invalid for any reason, the invalid provisions or portion
4
CIMA NON-MEMSEAMERGENCY ASSISTANCE AGREEM'4t
Approved At CIMA ~eral Membership Meeting - 4/23/97
thereof shall be deemed omitted and the remaining terms shall nevertheless be
carried into effect
3.6 Waiver. The waiver of a breach of any term or condition of this
Agreement. shall not be deemed to constitute the waiver of any other breach of
the same or any other term or condition.
3.7 Number and Gender. Whenever required by the context, the singular
number shall include the plural, and the masculine or neutral gender shall
include all genders.
3.8 Entire Agreement. This Agreement contains the entire understanding
between the parties and supersedes any prior written or oral agreements
between them respecting the subject ,matter contained herein.
3.9 Assionment: Bindina Effect. COMPANY may not assign its rights and
obligations under this Agreement. Subject tel' and without affecting the
prohibitions herein with respect to assignment, this Agreement shall be binding
on the parties and their respective successors and assigns.
'3.10 Non-members. Nothing in this Agreement shall entitle any person or
entity not a party to this Agreement to institute any claims, causes of action,
remedy, or right of any kind arising out of the operations conducted pursuant to
this Agreement. ' '
3.11 Term. Unless earfier terminated by COMPANY or CIMA Corporation,
this Agreement shall remain in force for so long as COMPANY is engaged in
response activities relating to the Incident. NOTWITHSTANDING SECTION
3.11 OF THIS ARTICLE. THE REIMBURSEMENT PROVISIONS AND
INDEMNITIES CONTAINED IN THIS AGREEMENT SHALL REMAIN
IN EFFECT BEYOND THE TERMINATION OF RESPONSE
ACTIVITIES UNDER THIS AGREEMENT.
.5
CIMA NON-MEMBER .RGENCY ASSISTANCE AGREEMENTA
Approved At CIMA Ge Membership Meeting - 4/23/97 ,.,
IN WITNESS WHEREOF, COMPANY and CIMA Corporation executed
this Agreement by their duly authorized representatives on the date indicated
below. .
Dated:
Channel Industries Mutual Aid Organization ("CIMA")
By [signature]
Name [printed]
Title
[Note: Any individual CIMA Member, or CIMA Specialist, or CIMA officer
may sign above on behalf of CIMA].
Dated: \ -~o..q~
[COMPANY]
By [signature] G<cJ~ T ~
Name [printed]. _'"Rt')be.,T T. \-\.~('(c:.V"o-
Company
,Title
WITNESSED BY:
[Municipality, Governmental Agency or Entity]
By [signature]
Name [printed]
Title
Agency
Dated
6