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Ordinance No. 15,344 ORDINANCE NO. 15,344 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING A MUTUAL AID AGREEMENT WITH MEMBERS OF THE CHANNEL INDUSTRIES MUTUAL AID ORGANIZATION (CIMA) FOR EMERGENCY SERVICES; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,TEXAS: Section l: That the City Council of the City of Baytown, Texas, hereby authorizes the City Manager to execute a Mutual Aid Agreement with members of the Channel Industries Mutual Aid Organization (CIMA) for emergency services. A copy of said agreement is attached hereto, marked Exhibit "A" and incorporated herein for all intents and purposes. Section 2: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ, and PASSED by the affirmative vote of the City Council of the City of Baytown, this the 121h day of January, 2023. NDON CAPETILLO, M yor ATTEST: ANGELA ACK City-Clerk ;? f APPROVED S O F SCOTT LE OND, City Attorney RAKaren AndmonloRDIMANCL-S12023\-1023.01.121MutualAidAgreement-CIMA.dncx EXHIBIT "A" CIMA MEMBER SERVICES AGREEMENT THIS CIMA MEMBER SERVICES AGREEMENT ("Services Agreement' or "Agreement") is made as of the_day of January, 2023, by and between the Members of the Channel Industries Mutual Aid Organization, including, but not limited to, the undersigned Member and Channel Industries Mutual Aid Organization, a Texas non- profit corporation. RECITALS A. CIMA is an organization whose primary purpose is to respond to fire alarms and extinguish fires in the Greater Houston Metropolitan Area through the mutual efforts of its Members, as provided in its Bylaws. CIMA is founded on the belief that the pooling of available resources of its Members, which shall include various Houston Ship Channel industries and governmental entities that have the resources required to participate in these activities, will provide a more efficient and effective response for firefighting, rescue, hazmat, and emergency medical manpower and facilities in emergency situations either natural or man-made, including but not limited to acts of war or terrorism. No Member shall receive any compensation from CIMA for its participation in this plan but may receive reimbursement for its expenses incurred in responding to emergency situations as described herein. 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. B. The undersigned Member is a Member of CIMA and as a Member of the CIMA Corporation is entitled and obligated to enter into this Agreement. C. The undersigned Member 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. "CIMA" or "CIMA Corporation" shall mean Channel Industries Mutual Aid Organization, a Texas non-profit corporation, its successors, assigns, agents, Revised November 2021 -1 - 013636.000002 125-5287373.2 employees, officers, and directors. These terms do not include the individual members of CIMA which are referred to variously as: "Member', "Member of CIMA" and "CIMA Member." "DEFEND" SHALL MEAN 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(S); AND (2) TO PAY ALL OTHER COSTS OF DEFENSE INCLUDING ALL APPEAL AND SUPERSEDEAS BONDS. "Member" or "CIMA Member" shall mean any member of CIMA and its successors, predecessors and affiliates that are owned by, which owns, or is under common ownership with such member. Any affiliate which shall at any time 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" or "Non-CIMA 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, 2023, 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 pursuant to Sections 2.2 and 2.4. 2.2 Termination of Membership. This Agreement shall terminate as to any Member, 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. Financial, including reimbursement, and indemnity obligations existing at the time of termination shall survive termination. 2.3 Failure to Satisfy Financial Requirements. At the time of the execution of this Services Agreement and at any time 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 written proof shall give CIMA Corporation the absolute right to cancel CIMA Member's membership in CIMA Corporation and CIMA Member's rights and responsibilities under this Services Agreement. Revised November 2021 -2- 013636.000002 125-5287373.2 2.4 Termination Upon Dissolution of CIMA. This Agreement shall terminate without notice, automatically and concurrently upon dissolution of CIMA. 2.5 Enforcement and Authority. Members must have executed this Services Agreement to enforce or obtain the benefit of the rights and obligations of this Services Agreement. Each Member executing this Services Agreement represents that the individual executing this Services Agreement on behalf of the Member is an officer of the Member or highest-ranking facility management and has full authority to execute this Services Agreement on behalf of the Member. Upon execution of this Services Agreement by any Member, CIMA shall deliver a copy of such executed Services Agreement to each Member of CIMA. ARTICLE ]I] SERVICES 3.1 Objective CIMA's object is the joining together of fire-fighting, rescue, hazmat, and emergency medical manpower and facilities among Houston Ship Channel industries and government entities for mutual assistance in case of emergency situations —either natural or man-made, including but not limited to acts of war or terrorism. Each Member of CIMA is responsible for maintaining resources in the form of properly trained emergency personnel and adequate equipment sufficient to control fire and emergencies of the type and magnitude reasonable to anticipate occurring at the Member's facility. The determination of the adequacy of each Member's emergency resources shall be at that Member's sole discretion; however, a CIMA Member's membership may be cancelled if CIMA Corporation determines, in its reasonable discretion, that the Member is not maintaining emergency resources as provided under this Section 3.1. 3.2 Designated Emergencies—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 potential 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 Designated Emergencies —Response. Upon receipt of the notice, CIMA (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 Revised November 2021 -3- 013636.000002 125-5287373.2 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 Emengencies —Participation Voluntary. 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 (i) failing to respond to an emergency situation at another CIMA Member's facility under this Services Agreement; (ii) the amount or manner of any response by a CIMA Member to an emergency situation; or (iii) for withdrawing a response after commencement of a response. 3.5 Designated Emerqencies —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 hereunder shall replace material used, and repair or replace any equipment damaged or lost in the control of a fire or emergency situation when such damage or loss occurs within the receiving Member's facilities, on property under the control of the Member receiving assistance (such as leased warehouse space), or during transit to such locations, 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. NO REIMBURSEMENT WILL BE REQUIRED FOR LABOR, FUEL, INSURANCE OR OTHER GENERAL EXPENSES NOT INCURRED IN CONNECTION WITH, OR NOT ARISING ONLY OUT OF, THE EMERGENCY SITUATION. Revised November 2021 -4- 013636.000002 125-5287373.2 4.2 Reimbursement Definition. "Reimbursement" means and includes the concepts set forth in this Section 4.2. 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. 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 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 REMIBURSEMENT AND INDEMNIFICATION AGREEMENT, the municipality, governmental entity, or fire department (municipal or otherwise) is responsible, to the extent allowed by law, 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, involving a Non-CIMA Member's property (such as a tanker truck fire on a public street), or during transit to such locations, 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 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 REIMBURSEMENT 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 OF THE PARTY SEEKING REIMBURSEMENT. ARTICLE V INDEMNIFICATION Revised November 2021 -5- 013636.000002 125-5287373.2 5.1 MEMBER INDEMNIFICATION. TO THE EXTENT ALLOWED BY LAW, EACH MEMBER RECEIVING ASSISTANCE (BUT NOT SUCH MEMBER'S PREDECESSORS, SUCCESSORS OR AFFILIATES), FROM OTHER CIMA MEMBERS, SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS (A) CIMA; AND (B) EACH AND EVERY CIMA MEMBER AND THE AGENTS, DIRECTORS, OFFICERS AND EMPLOYEES THEREOF PROVIDING ASSISTANCE (BOTH (A) AND (B) 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 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 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 REQUEST FOR, USE OF, OR RELIANCE UPON EQUIPMENT OR EMPLOYEES OF OTHER CIMA MEMBERS 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 LEASED WAREHOUSE SPACE); OR (3) INDEMNIFICATION DOES NOT APPLY DURING TRANSIT TO SUCH LOCATIONS. DEMANDS, CAUSES OF ACTION, DAMAGES, INJURIES, FINES, LIABILITY, LOSSES OF ANY KIND OR CHARACTER FOR SICKNESS OR DEATH OF ANY PERSON (INCLUDING ANY EMPOYEE), AND FOR LOSS OR DAMAGE TO ANY PROPERTY OCCURRING OFF OF THE ACTUAL PROPERTY OF THE MEMBER RECEIVNG ASSISTANCE OR OFF OF PROPERTY UNDER THE CONTROL OF THE MEMBER RECEIVING ASSISTANCE OR NOT DURING TRANSIT TO SUCH LOCATIONS, WILL BE GOVERNED BY COMMON LAW. OTHER THAN THE INDEMNIFICATION OBLIGATIONS ARISING UNDER SECTION 5.1 (1) AND (2), EACH RESPONDING MEMBER SHALL ASSUME THE RISK OF PARTICIPATING IN EMERGENCY RESPONSE ACTIVITIES, BUT SHALL DO SO WITHOUT WAIVER OF ANY RIGHTS OR CLAIMS AGAINST NON-MEMBERS OF CIMA. 5.2 GROSS NEGLIGENCE, WILLFUL MISCONDUCT, CRIMINAL LAW. Revised November 2021 -6- 013636.000002 125-5287373.2 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 EXENT 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 releases of equipment and material, CIMA or 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. Members may request a copy of such executed indemnification agreement from CIMA at any time and may decline to provide assistance without evidence of such executed indemnification agreement. 5.5 SURVIVABILITY. ALL INDEMNITIES MADE BY THE MEMBER UNDER THIS AGREEMENT SHALL SURVIVE THE TERMINATION DATE. 5.6 Financial Requirements 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 Member's 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 that $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.). c) To the extent financial responsibility requirements of this Section 5.6 are met by liability insurance, the Member shall provide and maintain a current certificate of insurance in standard form evidencing comprehensive general liability, worker's compensation (statutory limits only), employers liability, auto liability and excess coverages by insurance companies licensed to do business in the State of Texas or reinsurers such as Lloyd's of London with Best's ratings of at least "A-," The certificate shall evidence a waiver of subrogation in favor of the Members Revised November 2021 -7- 013636.000002 125-5287373.2 and, when allowed, the naming of CIMA and its Members as additional insureds. d) To the extent financial requirements of this Section 5.6 are met by net worth, the Member shall provide CIMA, upon request, annual audited financial statements sufficient to demonstrate the required net worth. 5.7 Financial Requirement 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 three days after the cancellation or change. 5.8 Liability for Indemnification/Reimbursement. Liabilities arising under this Article V shall be solely that of the responsible CIMA Member and not of CIMA or other CIMA Members. 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 Representatives 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 a written 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 Agreement to the extent specified in such approval and be binding on the Member. 7.3 Governing Law. This Services Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas. 7.4 Attorney's Fees. Revised November 2021 -S- 013636.000002 125-5287373.2 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. 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 such 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 CIMA Corporation, or to such other address as any Member shall specify by written notice. 7.6 Procedures Upon Receipt 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 instrument 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. There shall be no waiver of any right or remedy under this Services Agreement except by a signed writing by the Member waiving such rights or remedy. 7.9 Enforcement by 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 Agreement. 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. No parties to this Services Agreement and Revised November 2021 -9- 013636.000002 125-5287373.2 no Members have relied on an understanding or representation that is not otherwise expressly contained in this Services Agreement. 7.12 Assignment: Binding 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 Agreement shall be binding on the parties and their respective successors and assigns. 7.13 Counterparts. 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. For the avoidance of doubt, Members that have separately executed this Services Agreement are entitled to enforce and benefit from the rights and obligations contained within this Agreement as between other Members and the CIMA Corporation. 7.14 Non-Members. Subject to Section 7.13, 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 Regarding Governmental or Municipal Entities. To the fullest extent provided by law, all of the provisions of Article V, Indemnification, shall be applicable to governmental and municipal Members of CIMA. 7.16 Conflict With Bylaws. To the extent there is any conflict between the terms of this Services Agreement and the Articles of Incorporation or Bylaws, this Agreement shall control. Revised November 2021 -10- 013636.000002 125-5287373.2 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 Organization ("CIMA"): By Title Date FOR THIS SERVICES AGREEMENT TO BE VALID AND ENFORCEABLE BY THE UNDERSIGNED MEMBER AGAINST CIMA AND THE OTHER MEMBERS, THIS SERVICES AGREEMENT MUST BE EXECUTED BY AN OFFICER OR HIGHEST- RANKING FACILITY MANAGEMENT. UPON EXECUTION OF THIS SERVICES AGREEMENT BY ANY MEMBER, CIMA SHALL DELIVER A COPY OF SUCH EXECUTED SERVICES AGREEMENT TO EACH MEMBER OF CIMA. Name of the CIMA Member: Organization By [signature] Name [printed] Title Date Revised November 2021 -11 - 013636.000002 125-5287373.2 LIMA MEMBER SERVICES AGREEMENT THIS LIMA MEMBER SERVICES AGREEMENT ("Services Agreement" or "Agreement") is made as of the 31�,i day of August 2004, by and between the Members of the Channel Industries Mutual Aid Organization, including, but not limited to, the undersigned Member and Channel Industries Mutual Aid Organization, a Texas non- profit corporation. RECITALS A. CIMA is an organization whose primary purpose is to respond to fire alarms and extinguish fires in the Greater Houston Metropolitan Area through the mutual efforts of its Members, as provided in its Bylaws. CIMA is founded on the belief that the pooling of available resources of its Members, which shall include various Houston Ship Channel industries and governmental entities that have the resources required to participate in these activities, will provide a more efficient. and effective response for firefighting, rescue, hazmat, and emergency medical manpower and facilities in emergency situations either natural or man-made, including but not limited to acts of war or terrorism. No Member shall receive any compensation from LIMA for its participation in this plan but may receive reimbursement for its expenses incurred in responding to emergency situations as described herein. 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. B. The undersigned Member is a Member of CIMA and as a Member of the CIMA Corporation is entitled and obligated to enter into this Agreement. C. The undersigned Member 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. "CIMA" or "CIMA Corporation" shall mean Channel Industries Mutual Aid Organization, a Texas non-profit corporation, its successors, assigns, agents, Revised November 2021 1 - 013636.000002 125-5287373.2 employees, officers, and directors. These terms do not include the individual members of CIMA which are referred to variously as: "Member', "Member of CIMA" and "CIMA Member." "DEFEND" SHALL MEAN 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(S); AND (2) TO PAY ALL OTHER COSTS OF DEFENSE INCLUDING ALL APPEAL AND SUPERSEDEAS BONDS. "Member' or "CIMA Member' shall mean any member of CIMA and its successors, predecessors and affiliates that are owned by, which owns, or is under common ownership with such member. Any affiliate which shall at any time 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" or "Non-CIMA Member" shall mean any company which is not a Member of the CIMA Corporation or a party to this Services Agreement. ARTICLE 11 2.1 Term. The term of this Agreement shall begin on the effective date hereof and end on December 31, 2023, 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 pursuant to Sections 2.2 and 2.4. 2.2 Termination of Membership. This Agreement shall terminate as to any Member, 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. Financial, including reimbursement, and indemnity obligations existing at the time of termination shall survive termination. 2.3 Failure to Satisfy Financial Requirements. At the time of the execution of this Services Agreement and at any time 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 written proof shall give CIMA Corporation the absolute right to cancel CIMA Member's membership in CIMA Corporation and CIMA Member's rights and responsibilities under this Services Agreement. Revised November 2021 -2- 0I3636.000002 125-52873712 2.4 Termination Upon Dissolution of CIMA. This Agreement shall terminate without notice, automatically and concurrently upon dissolution of CIMA. 2.5 Enforcement and Authority. Members must have executed this Services Agreement to enforce or obtain the benefit of the rights and obligations of this Services Agreement. Each Member executing this Services Agreement represents that the individual executing this Services Agreement on behalf of the Member is an officer of the Member or highest-ranking facility management and has full authority to execute this Services Agreement on behalf of the Member. Upon execution of this Services Agreement by any Member, CIMA shall deliver a copy of such executed Services Agreement to each Member of CIMA. ARTICLE III SERVICES 3.1 Obiective CIMA's object is the joining together of fire-fighting, rescue, hazmat, and emergency medical manpower and facilities among Houston Ship Channel industries and government entities for mutual assistance in case of emergency situations —either natural or man-made, including but not limited to acts of war or terrorism. Each Member of CIMA is responsible for maintaining resources in the form of properly trained emergency personnel and adequate equipment sufficient to control fire and emergencies of the type and magnitude reasonable to anticipate occurring at the Member's facility. The determination of the adequacy of each Member's emergency resources shall be at that Member's sole discretion; however, a CIMA Member's membership may be cancelled if CIMA Corporation determines, in its reasonable discretion, that the Member is not maintaining emergency resources as provided under this Section 3.1. 3.2 Designated Emerqencies— 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 potential 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 Designated Emergencies — Response. Upon receipt of the notice, CIMA (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 Revised November 2021 -3- 013636.000002 125-5287373.2 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 Emergencies— Participation Voluntary. 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(i) failing to respond to an emergency situation at another CIMA Member's facility under this Services Agreement; (ii) the amount or manner of any response by a CIMA Member to an emergency situation; or (iii) for withdrawing a response after commencement of a response. 3.5 Designated Emergencies —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 hereunder shall replace material used, and repair or replace any equipment damaged or lost in the control of a fire or emergency situation when such damage or loss occurs within the receiving Member's facilities, on property under the control of the Member receiving assistance (such as leased warehouse space), or during transit to such locations, 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. NO REIMBURSEMENT WILL BE REQUIRED FOR LABOR, FUEL, INSURANCE OR OTHER GENERAL EXPENSES NOT INCURRED IN CONNECTION WITH, OR NOT ARISING ONLY OUT OF, THE EMERGENCY SITUATION. Revised November 2021 -4- 013636.000002 125-5287373.2 4.2 Reimbursement Definition. "Reimbursement" means and includes the concepts set forth in this Section 4.2. 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. 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 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 REMIBURSEMENT AND INDEMNIFICATION AGREEMENT, the municipality, governmental entity, or fire department (municipal or otherwise) is responsible, to the extent allowed by law, 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, involving a Non-CIMA Member's property (such as a tanker truck fire on a public street), or during transit to such locations, 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 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 REIMBURSEMENT 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 OF THE PARTY SEEKING REIMBURSEMENT. ARTICLE V INDEMNIFICATION Revised November 2021 -5- 013636.000002 125-5287373.2 5.1 MEMBER INDEMNIFICATION. TO THE EXTENT ALLOWED BY LAW, EACH MEMBER RECEIVING ASSISTANCE (BUT NOT SUCH MEMBER'S PREDECESSORS, SUCCESSORS OR AFFILIATES), FROM OTHER CIMA MEMBERS, SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS (A) CIMA; AND (B) EACH AND EVERY CIMA MEMBER AND THE AGENTS, DIRECTORS, OFFICERS AND EMPLOYEES THEREOF PROVIDING ASSISTANCE (BOTH (A) AND (B) 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 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 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 REQUEST FOR, USE OF, OR RELIANCE UPON EQUIPMENT OR EMPLOYEES OF OTHER CIMA MEMBERS 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 LEASED WAREHOUSE SPACE); OR (3) INDEMNIFICATION DOES NOT APPLY DURING TRANSIT TO SUCH LOCATIONS. DEMANDS, CAUSES OF ACTION, DAMAGES, INJURIES, FINES, LIABILITY, LOSSES OF ANY KIND OR CHARACTER FOR SICKNESS OR DEATH OF ANY PERSON (INCLUDING ANY EMPOYEE), AND FOR LOSS OR DAMAGE TO ANY PROPERTY OCCURRING OFF OF THE ACTUAL PROPERTY OF THE MEMBER RECEIVNG ASSISTANCE OR OFF OF PROPERTY UNDER THE CONTROL OF THE MEMBER RECEIVING ASSISTANCE OR NOT DURING TRANSIT TO SUCH LOCATIONS, WILL BE GOVERNED BY COMMON LAW. OTHER THAN THE INDEMNIFICATION OBLIGATIONS ARISING UNDER SECTION 5.1 (1) AND (2), EACH RESPONDING MEMBER SHALL ASSUME THE RISK OF PARTICIPATING IN EMERGENCY RESPONSE ACTIVITIES, BUT SHALL DO SO WITHOUT WAIVER OF ANY RIGHTS OR CLAIMS AGAINST NON-MEMBERS OF CIMA. 5.2 GROSS NEGLIGENCE, WILLFUL MISCONDUCT, CRIMINAL LAW. Revised November 2021 -6- 013636.000002 125-5287373.2 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 EXENT 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 releases of equipment and material, CIMA or 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. Members may request a copy of such executed indemnification agreement from CIMA at any time and may decline to provide assistance without evidence of such executed indemnification agreement. 5.5 SURVIVABILITY. ALL INDEMNITIES MADE BY THE MEMBER UNDER THIS AGREEMENT SHALL SURVIVE THE TERMINATION DATE. 5.6 Financial Requirements 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 Member's 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 that $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.). c) To the extent financial responsibility requirements of this Section 5.6 are met by liability insurance, the Member shall provide and maintain a current certificate of insurance in standard form evidencing comprehensive general liability, worker's compensation (statutory limits only), employers liability, auto liability and excess coverages by insurance companies licensed to do business in the State of Texas or reinsurers such as Lloyd's of London with Best's ratings of at least "A-." The certificate shall evidence a waiver of subrogation in favor of the Members Revised November 2021 -7- 013636.000002 125-5287373.2 and, when allowed, the naming of CIMA and its Members as additional insureds. d) To the extent financial requirements of this Section 5.6 are met by net worth, the Member shall provide CIMA, upon request, annual audited financial statements sufficient to demonstrate the required net worth. 5.7 Financial Requirement 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 three days after the cancellation or change. 5.8 Liability for Indemnification/Reimbursement. Liabilities arising under this Article V shall be solely that of the responsible CIMA Member and not of CIMA or other CIMA Members. 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 Representatives 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 a written 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 Agreement to the extent specified in such approval and be binding on the Member. 7.3 Governing Law. This Services Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas. 7.4 Attorney's Fees. Revised November 2021 -8- 013636.000002 125-5287373.2 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. 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 such 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 CIMA Corporation, or to such other address as any Member shall specify by written notice. 7.6 Procedures Upon Receipt 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 instrument 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. There shall be no waiver of any right or remedy under this Services Agreement except by a signed writing by the Member waiving such rights or remedy. 7.9 Enforcement by 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 Agreement. 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. No parties to this Services Agreement and Revised November 2021 -9- 013636.000002 125-5287373.2 no Members have relied on an understanding or representation that is not otherwise expressly contained in this Services Agreement. 7.12 Assignment; Binding 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 Agreement shall be binding on the parties and their respective successors and assigns. 7.13 Counterparts. 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. For the avoidance of doubt, Members that have separately executed this Services Agreement are entitled to enforce and benefit from the rights and obligations contained within this Agreement as between other Members and the CIMA Corporation. 7.14 Non-Members. Subject to Section 7.13, 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 Regarding Governmental or Municipal Entities. To the fullest extent provided by law, all of the provisions of Article V, Indemnification, shall be applicable to governmental and municipal Members of CIMA. 7.16 Conflict With Bylaws. To the extent there is any conflict between the terms of this Services Agreement and the Articles of Incorporation or Bylaws, this Agreement shall control. Revised November 2021 -10- 013636.000002 125-5287373.2 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 Organization ("CIMA"): By Title Date FOR THIS SERVICES AGREEMENT TO BE VALID AND ENFORCEABLE BY THE UNDERSIGNED MEMBER AGAINST CIMA AND THE OTHER MEMBERS, THIS SERVICES AGREEMENT MUST BE EXECUTED BY AN OFFICER OR HIGHEST- RANKING FACILITY MANAGEMENT. UPON EXECUTION OF THIS SERVICES AGREEMENT BY ANY MEMBER, CIMA SHALL DELIVER A COPY OF SUCH EXECUTED SERVICES AGREEMENT TO EACH MEMBER OF CIMA. Name of the CIMA Member: Organization 1 By [signature] Name [printed] Title l_A_h! pr- Date OZ3 Cq"al Revised November 2021 -11 - 013636.000002 125-5287373.2