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HomeMy WebLinkAbout049-R-23 Authorizing the City Manager to Sign an Intergovernmental Agreement for Participation in the Mutual Aid Box Alarm System (MABAS Master Agreement)uthorizing the City Mana ger to Sign an Inter nmental Ag ticipa m System (MAB eement) ~1~ Page 1 of 22 Doc ID: 0ec92f5e896b1e2235c0e414977f75aa09d09e3a Page 2 of 22 Doc ID: 0ec92f5e896b1e2235c0e414977f75aa09d09e3a Page 3 of 22 Doc ID: 0ec92f5e896b1e2235c0e414977f75aa09d09e3a September 11 Page 4 of 22 Alexandra B. Ruggie, Interim Corporation Counsel Doc ID: 0ec92f5e896b1e2235c0e414977f75aa09d09e3a Page 5 of 22 Doc ID: 0ec92f5e896b1e2235c0e414977f75aa09d09e3a UTUAL AID BOX ALAR SYSTE AGREE E T As Approved by the MABAS Executive Board: October 19,2022 Page 6 of 22 Doc ID: 0ec92f5e896b1e2235c0e414977f75aa09d09e3a ExecBd10192022 Table of Contents SECTION ONE -PURPOSE .......................................................... ............................... ..4 sEcTIoN TWO —RULEs OF coNsTRUcTIoN AND DEFINITIONS.................. ....... ..5 sEcTIoN THREE —AUTHORITY AND ACTION To EFFECT MUTUALAID ........... .. ..7 sEcTIoN FOUR —JURISDICTION ovER PERSONNEL AND EQUIPMENT ........... .. ..8 sEcTIoN FIVE —COMPENSATION FOR AID ......................................... .................... ..9 SECTION SIX -INsURANcE ......................................................... ............................. ..1o SECTION sEvEN -LIABILITY........................................................ ........................... ..11 sEcTIoN EIGHT -CHAPTERS ....................................................... ........................... ..11 sEcTIoN NINE —COUNCIL OF cHAI=TERPRESIDENTS ............................ ........... ..12 SECTION TEN -DIvIsIoNs ....................;............................................. ..................... ..12 SECTION ELEVEN -TERM ........................................................... ............................. ..13 sEcTIoN TWELVE -MISCELLANEOUS.............................................. ..................... ..13 sEcTIoN THIRTEEN -AMENDMENT................................................. ....................... ..14 sEcTIoN FOURTEEN —REvocATIoN OF PRIOR AGREEMENTS .....................15 SECTION FIFTEEN -APPROVAL ..15 Page 7 of 22 Doc ID: 0ec92f5e896b1e2235c0e414977f75aa09d09e3a EXecBd10192022 This Agreement by and among the units of federal,state and local government,and other non—governmenta|emergency response organizations,subscribed hereto,hereafter referred to as “Units”,or “Parties”is made and entered into the date set forth next to the signatures of those authorized to execute this Agreement on behalf of the respective Parties,each Party having approved this Agreement and adopted same pursuant to their state’s constitutional and statutory authority and in a manner provided by law. In order to provide efficient and effective management of this Agreement,groups of the Parties may be established as “Chapters”on a state—by-state basis and Chapters may include Parties from adjoining states. WHEREAS,the Mutual Aid Box Alarm System (MABAS)was formally organized beginning in 1968 in the northwest and western suburbs of Chicago,Illinois to coordinate and automate fire department mutual aid based roughly on the Chicago Fire Departments box alarm system,whereby predetermined resources of personnel and fire equipment were assigned to respond to a specific incident or area; and WHEREAS,MABAS has grown into a mu|ti—state organization through prearranged mutual aid and dispatch agreements that coordinate responses to emergencies and disasters including fires,emergency medical calls,hazardous material incidents,water related rescues, and technical rescues,and MABAS is designed to facilitate all levels of mutual aid from day-to- day automatic aid responses to major incidents and disasters requiring significant deployment of resources;and WHEREAS,since the last revision of the master MABAS intergovernmental agreement circa 1988, MABAS has grown exponentially to its current composition of almost 1,200 Illinois Units and 2,200 total Units in Illinois and several nearby States with Units ranging from all- volunteer fire departments to major cities like Chicago, Milwaukee, and St.Louis;and WHEREAS,the Constitution of the State of Illinois,1970,Article VII,Section 10. authorizes units of local government to contract or othenlvise associate among themselves ,with the State,with other States and their units of local government,and with the United States to obtain and share services and to exercise,combine,or transfer any power or function in any manner not prohibited by law or ordinance;and to further contract or othen/vise associate with individuals,associations,and corporations in any manner not prohibited by law or ordinance;and to further contract or othen/vise associate with individuals,associations,and corporations in any manner not prohibited by law;and Page 8 of 22 Doc ID: 0ec92f5e896b1e2235c0e414977f75aa09d09e3a ExecBd10192022 WHEREAS,the Illinois “|ntergovernmentaI Cooperation Act”, 5 ILCS 220/1 et seq., provides that any power or powers, privileges or authority exercised,or which may be exercised by a unit of local government may be exercised and enjoyed jointly with any other unit of local government including units of local government from another state;and WHEREAS,Section 5 of the Illinois “|ntergovernmenta|Cooperation Act”, 5 ILCS 220/5, provides that any one or more public agencies may contract with any one or more public agencies to perform any governmental service,activity or undertaking which any of the public agencies entering into the contract is authorized by law to perform,provided that such contract shall be authorized by the governing body of each party to the contract; and WHEREAS,the Indiana Code at Section 36-1-7 (IC 36-1-7)authorizes an Indiana political subdivision to enter into a mutual aid agreement with political subdivisions of states other than Indiana,providedthe agreement contains the necessary terms and conditions set outin IC 36-7- 3, is approvedby the Indiana Attorney General as required under IC 36-1-7-4,is recorde d with the county recorder and filed with the Indiana State Board of Accounts as required under IC 36- 1-7-6;and WHEREAS,for the purposes of Chapter 3 of Indiana Emergency Management and Disaster law,the term “political subdivision”means city, town,township, county,school corporation,library district,local housing authority, public transportation corporation,local building authority,local hospital or corporation,local airport authority or other separate local governmental entity that may sue and be sued. (See IC 10-14-3-6,IC 36-1-2-13,IC 36-1-2-10,IC 36-1-2-11, IC 36-1-2-18);and WHEREAS,the Indiana Code at Section 10-14-6.5 (IC 10-14-6.5) authorizes the State of Indiana and local units of government to enter into agreements to provide interstate mutual aid for emergency responses that do not rise to the level requiring a state or local declaration of a state of emergency or disaster;and WHEREAS,Chapter 28E of the State Code of Iowa provides that any powers,privileges or authority exercised or capable of exercise by a public agency of the State of Iowa may be exercised and enjoyed jointly with any public agency of any other state or of the United States to the extent that laws of such other state or of the United States permit such joint exercise or enjoyment (See 28E.3); and WHEREAS,the State Code of Iowa,in Chapter 28E, authorizes any one or more public agencies to contract with any one or more other public agencies to perform any governmental service, activity,or undertaking which any of the public agencies entering into the contract is Page 9 of 22 Doc ID: 0ec92f5e896b1e2235c0e414977f75aa09d09e3a ExecBd10192022 authorized by law to perform,provided that such contract shall be authorized by the governing body of each party to the contract (See 28E.12);and WHEREAS, for the purposes of Chapter 28E of the State Code of Iowa,the term “public agency”means any political subdivision of the State of Iowa; any agency of |owa’s government or of the United States;and any political subdivision of another state (See 28E.2);and WHEREAS,the Constitution of the State of Michigan, 1963,Article VII,Section 28, authorizes units of local government to contract as provided by law;and WHEREAS,the Urban Cooperation Act of 1967,1967 PA 7, MCL 124.501,et seq., provides that any political subdivision of Michigan or of another state may enter into interlocal agreements forjoint exercise of power,privilege,or authority that agencies share in common and might each exercise separately;and WHEREAS,Minnesota Statute 471.59 authorizes two or more governmental units,by agreement entered into through action of their governing bodies,to jointly or cooperatively exercise any power common to the contracting parties or any similar powers,including those which are the same except for the territorial limits within which they may be exercised;and WHEREAS,the term “governmental unit”in Minnesota Statute 471.59 includes every city, county, town,school district, and other political subdivision of this or another state;another state; the University of Minnesota;licensed nonprofit hospitals;and any agency of the state of Minnesota or the United States.The term also includes any instrumentality of a governmental unit if that unit has independent policy-making and appropriating authority;and WHEREAS,Article VI,Section 16 of the Constitution of Missouri and Sections 70.210, 70.320,and 70.220.1,of the Revised Statutes of Missouri,providethat any municipality or political subdivision of the state of Missouri may contract and cooperate with other municipalities or political subdivisions thereof,or with other states or their municipalities or political subdivisions, or with the United States,to provide a common service as provided by law so long as the subject and purpose of such are within the scope of the powers of such municipality or political subdivision;and WHEREAS,for the purposes of Sections 70.210,70.320,and 70.220.1 of the Revised Statutes of Missouri,“municipality”means municipal corporations,political corporations,and other public corporations and agencies authorized to exercise governmental functions;and “political subdivision”means counties,townships,cities, towns,villages,school,county library, city library,city-county library,road,drainage,sewer,levee and fire districts,soil and water conservation districts,watershed subdistricts,county hospitals, and any board of control of an art museum,and any other public subdivision or public corporation having the power to tax;and 3 Page 10 of 22 Doc ID: 0ec92f5e896b1e2235c0e414977f75aa09d09e3a It is recognized and acknowledged that leveraging collective resources from other Units to provide effective,efficient response to Emergencies, Disasters,or Serious Threats to Public Safety is desired. Further,it is acknowledged that the closest, available Unit(s) that can render aid may be outside of a requesting Unit’s or Chapter’s jurisdiction. Accordingly,it is the express intent of the WHEREAS,Title LV,Section 5502.291 of the Ohio Revised Code authorizes the governor to enter into mutual aid arrangements for reciprocal emergency management aid and assistance with other states and to coordinate mutual aid plans between political subdivisions,between the State of Ohio and other states,or between the State of Ohio and the United States;and WHEREAS, Sections 66.0301 and 66.0303,Wisconsin Statutes,authorize municipalities to contract with municipalities of another state for the receipt or furnishing of services or the joint exercise of any power or duty required or authorized by statute to the extent that laws of the other state or of the United States permit the joint exercise; and,jointly exercise powers delegated to them and,thereby,to make certain agreements concerning boundary lines between themselves; and WHEREAS, for the purposes of Subchapter III of Chapter 66 of the Wisconsin Statutes, the term “municipality”includes political subdivisions,which refers to any city, village,town,or county in this state or any city, village,town,county,district,authority, agency,commission,or other similar governmental entity in another state;(See Wis. Stat.66.0303(1),66.0304(1)(f)); and WHEREAS,similar provisions providing for intergovernmental cooperation exist in the other states in which any Party to this Agreement resides,and which provide legal authority for each respective Party to enter into the Agreement;and WHEREAS,the Parties have determined that it is in their best interests to enter into this Agreement to secure to each the benefits of mutual aid in fire protection, suppression, provision of rescue and emergency medical assistance,hazardous materials control,technical rescue, training and any other emergency support for the protection of life and property in the event of an Emergency,Disaster,or other Serious Threat to Public Health and Safety,and to engage in Training and other preparedness activities in furtherance of the foregoing mutual aid activities; and NOW, THEREFORE,in consideration of the mutual covenants and understandings set forth in this Agreement,and pursuant to the authority bestowed upon the Parties set forth above,it is agreed by, among and between the Parties as follows: SECTION ONE -PURPOSE ExecBd10192022 Page 11 of 22 Doc ID: 0ec92f5e896b1e2235c0e414977f75aa09d09e3a ExecBd10192022 Parties that this agreement be in a standardized form which can be adopted by Units in different States,notwithstanding this Agreement may not specifically cite the applicable current legal authority for a particular State and its member Units tojoin MABAS,the lack of such citation herein shall not be construed in any manner as an impediment to or prohibition of Units within other States from joining MABAS,it being the express intent of the Parties that each Unit desiring to join MABAS may become additional Parties hereto by adopting this IntergovernmentalAgreement without modification;In this fashion by way of this Agreement,the Parties will have created a mutual aid agreement that incorporates emergency response disciplines from federal,state and local governmental units,as well as non-governmental organizations and corporations that provide emergency response functions and services that support the mission of MABAS and its member Units; SECTION TWO —RULES OF CONSTRUCTION AND DEFINITIONS 1 The language in this Agreement shall be interpreted in accordance with the following rules of construction:(a)The word "may"is permissive and the word "shall"is mandatory;and (b) except where the context reveals the contrary:The singular includes the plural and the plural includes the singular,and the masculine gender includes the feminine and neuter. 2.When the following words in bold font with the first letter in the upper case are used in this Agreement,such words shall have the meanings ascribed to them in this Subsection: A.“Agreement”means this Master Mutual Aid Box Alarm System Agreement. B.“Aiding Unit”means any Unit furnishing equipment,Emergency Responders,or Emergency Services to a Requesting Unit under this Agreement. C."Automatic Mutual Aid”or “Auto-Aid"means the provision of mutual aid through a prearranged plan between Units whereby assistance is provided at the time of dispatch without a specific request from an Incident Commander. D.“Box Alarm”means a prearranged plan for an Emergency or Disaster that uses a defined process for implementation,dispatch and response. E.“Chapter”means a group of Divisions,established on a state-by-state basis,and whose members may include Units from other States. F.“Chapter Governing Board”means the governing body of a Chapter which is composed of a representative of each member Division or Region within a Chapter as provided by the Chapter’s Bylaws. 5 Page 12 of 22 Doc ID: 0ec92f5e896b1e2235c0e414977f75aa09d09e3a ExecBd10192022 “Chapter President”means a person elected as the President of each state Chapter; “Chief Officer”means the Fire Chief or agency head of a Unit,or a designee of the Unit’s Fire Chief or agency head. “Council of Chapter Presidents”means the council or board whose members shall be the elected President of each State's Chapter, as set forth in this Agreement. “Disaster”means an occurrence or threat of widespread or severe damage, injury, or loss of life or property resulting from a natural or human-made cause, including fire,severe weather event, environmental contamination,utilityfailure, radiological incident,structural collapse, explosion, transportation accident, hazardous materials incident, epidemic, pandemic,or similar calamity. “Division”means geographically associated Units which have been grouped for operational efficiency and representation within a State and may include Units from adjoining States. “Emergency”means any occurrence or condition which results in a situation where assistance is requested to supplement local efforts and capabilities to save lives, protect property and protect the public health and safety, or to lessen or avert the threat of a catastrophe or Disaster or other Serious Threat to Public Health and Safety. “Emergency Responder”includes any person who is an employee or agent of an Unit.An Emergency Responder includes,without limitation,the following: firefighters (including full time, part time, volunteer,paid-on -call, paid on premises,and contracted personnel, as well as hazardous materials,specialized rescue,extrication, water rescue,and other specialized personnel),emergency medical services personnel,support personnel and authorized members of non-governmental response Units. “Emergency Services”means provision of personnel and equipment for fire protection, suppression,provision of rescue and emergency medical services, hazardous materials response,technical rescue and recovery,and any other emergency support for the protection of life and property in the event of an Emergency,Disaster,or other Serious Threat to Public Health and Safety, and includes joint Training for the provision of any such services by the Units. ‘‘Incident Commander”is the individual responsible for all incident activities, including the development of strategies and tactics and the ordering and the release of resources in the provision of Emergency Services,has overall authority and 6 Page 13 of 22 Doc ID: 0ec92f5e896b1e2235c0e414977f75aa09d09e3a ExecBd10192022 responsibility for conducting incident operations,and is responsible for the on-scene management of all incident operations. ‘‘Incident Command System"means a standardized management system such as the National Incident Management System (NIMS),designed to enable effective and efficient incident management by integrating a combination of facilities,equipment, personnel,procedures,and communications operating within a common organizational structure. “MABAS”means the Mutual Aid Box Alarm System described in the Agreement,and is an intergovernmental agency formed pursuant to the authority of the Illinois Intergovernmental Cooperation Act and similar intergovernmental cooperation authority of other states in which Units reside. “Mutual Aid"is assistance from an Aiding Unit to a Requesting Unitas the result of an Emergency or other event and may precede the request for a Box Alarm and includes Automatic Mutual Aid. “Requesting Unit”means any Unit requesting assistance of another Unitunder this Agreement. “Serious Threats to Public Health and Safety"means threats,incidents or planned events of sufficient magnitude that the adequate public safety response requires mutual aid or other assistance. “Training”means the instruction and/or assessment of Emergency Services during non-emergency drills and instruction whether in the field or classroom. “Unit”(also “Member Unit”)means components of federal,state or local government, or other non-governmental emergency response organizations who have become Parties to this Agreement. SECTION THREE —AUTHORITY AND ACTION TO EFFECT MUTUALAID The Parties hereby authorize and direct their respective Chief Officer,or designee, to take reasonably necessary and proper action to render and request Mutual Aid to and from the other Parties to the Agreement,and to participate in Training activities,all in furtherance of effective and efficient provision of Mutual Aid pursuant to this Agreement. In accordance with a Party’s policies and withinthe authority provided to its Chief Officer,upon an Aiding Unit's receipt of a request from a Requesting Unit for Emergency Services,the Chief 7 Page 14 of 22 Doc ID: 0ec92f5e896b1e2235c0e414977f75aa09d09e3a ExecBd10192022 Officer,or the Chief Officer’s designee such as the ranking officer on duty,may commit the requested Mutual Aid in the form of equipment, Emergency Responders, and Emergency Services to the assistance of the Requesting Unit.All aid rendered shall be to the extent of available personnel and equipment taking into consideration the resources required for adequate protection of the territorial limits of the Aiding Unit.The decision of the Chief Officer,or designee, of the Aiding Unit as to the personnel and equipment available to render aid,if any,shall be final. SECTION FOUR —JURISDICTION OVER PERSONNEL AND EQUIPMENT Emergency Responders dispatched to aid a Requesting Unit pursuant to this Agreement shall,at all times, remain employees or agents of the Aiding Unit,and are entitled to receive any benefits and compensation to which they may otherwise be entitled under the laws,regulations, or ordinances of the United States of America,their respective States,and their respective political subdivisions.This includes,but is not limited to,benefits for pension,relief,disability, death, and workers’compensation.If an Emergency Responder is injured or killedwhile rendering assistance under this Agreement,benefits shall be afforded in the same manner and on the same terms as if the injury or death were sustained while the Emergency Responder was rendering assistance for or within the Aiding Unit’s own jurisdiction. Emergency Responders of the Aiding Unit will come under the operational control of the Requesting Unit’s Incident Commander,or other appropriate authority,untilreleased. The Aiding Unit shall,at all times, have the right to withdraw any and all aid upon the order of its Chief Officer, or designee.The Aiding Unitshall notify the Incident Commander of the extent of any withdrawal, and coordinate the withdrawal to minimize jeopardizing the safety of the operation or other Emergency Responders. If for any reason an Aiding Unitdetermines that itcannot respond to a Requesting Unit, the Aiding Unitshall promptly notify the Requesting Unit of the Aiding Unit’s inability to respond; however, failure to promptly notify the Requesting Party of such inability to respond shall not be deemed to be noncompliance with the terms of this Section and no liabilitymay be assigned.No liability of any kind shall be attributed to or assumed by a Party,for failure or refusal to render aid,or for withdrawal of aid. Page 15 of 22 Doc ID: 0ec92f5e896b1e2235c0e414977f75aa09d09e3a SECTION FIVE —COMPENSATIONFOR AID Nothing herein shall operate to bar any recovery of funds from any third party,state or federal agency under any existing statutes,or other authority.Each Aiding Unit is responsible for the compensation of its Emergency Responders providing Mutual Aid and for any additional costs incurred to ensure its jurisdiction has adequate resources during the rendering of Mutual Aid. Day-to-day Mutual Aid should remain free of charge and the administrative requirements of reimbursement make it infeasible to charge for day-to-day Mutual Aid.However,the following exceptions may be applied: 1.Third Party Reimbursement -Expenses for Emergency Services recoverable from third parties shall be proportionally distributed to all participating Units by the Unit recovering such payment from a third party.The Unit responsible for seeking payment from a third party shall provide timely notice to Aiding Units of a date by which submission of a request for reimbursement must be received.Reimbursement shall be based on the accurate and timely submission of allowable costs and documentation attributable to the incident by each Aiding Unit.These costs include manpower,use of equipment and materials provided, and damage or loss of equipment.The Unit recovering payment from a third party shall notify Aiding Units that such payment has been made and will reimburse the other Units.If the third-party payment is less than the full amount of all Units’cost submittals,the funds shall be proportionally distributed based on each Unit’s submitted costs compared to the total of all costs submitted.Intrastate Emergency Management Agency Tasking Expenses recoverable related to a response to an emergency or disaster at the request of a state’s emergency management agency or authority. Reimbursement shall be based on the accurate and timely submission of allowable costs and documentation attributable to the response by each Aiding Unit.These costs include manpower,use of equipment and materials provided,and damage or loss of equipment. The Unit recovering payment from a state shall notify Aiding Units that such payment has been made and will reimburse the other Units.If the payment is less than the full amount of all Units’cost submittals, the funds shall be proportionally distributed based on each Unit’s submitted costs compared to the total of all costs submitted. Interstate Emergency Management Assistance Compact (“EMAC”) Response Expenses recoverable related to a response to an emergency or disaster at the request of a state's emergency management agency or authority to another state.Reimbursement shall be ExecBd10192022 Page 16 of 22 Doc ID: 0ec92f5e896b1e2235c0e414977f75aa09d09e3a ExecBd10192022 based on the accurate and timely submission of allowable costs and documentation attributable to the response by each Aiding Unit. These costs include manpower, use of equipment and materials provided,and damage or loss of equipment.Ifthese payments are not made directly to the participating Units,the Unit recovering payment from a state shall notify Aiding Units that such payment has been made and will reimburse the other Units.If the payment is less than the full amount of all Units’ cost submittals, the funds shall be proportionally distributed based on each Unit’s submitted costs compared to the total of all costs submitted. 3.Emergency Medical Services Billing —Member Units providing Mutual Aid under this Agreement may bill patients for emergency medical services in accordance with applicable federal,state, and local ambulance billing regulations. SECTION SIX -INSURANCE Each Party shall procure and maintain,at its sole and exclusive expense,insurance coverage, including comprehensive liability,personal injury,property damage, workers’compensation, auto, and,if applicable,watercraft, aircraft,drones or,emergency medical service professional liability, with minimum policy limits of: Auto liability:$1,000,000 combined single limit General Liability:$1,000,000 per occurrence Emergency Medical Service Professional Liability:$1,000,000 per occurrence Workers’Compensation:Statutory limits The obligations of this Section may be satisfied by a Party’s membership in a self-insurance pool, a self-insurance plan, or arrangement with an insurance provider approved by the state of jurisdiction. To the extent permitted by governing law of the state in which a Party resides,each Party agrees to waive subrogation rights it may acquire, and to require any insurer to waive subrogation rights they may acquire,by virtue of the payment of claims,suits,or other loss arising out of this Agreement, and shall, as to any insurer,obtain any endorsement necessary to effectuate such waiver of subrogation. 10 Page 17 of 22 Doc ID: 0ec92f5e896b1e2235c0e414977f75aa09d09e3a ExecBd10192022 SECTION SEVEN -LIABILITY Each Party will be solely responsible for the acts of its own governing body,officers,employees, agents,and subcontractors,expressly including,but not limited to, all of its Emergency Responders, the costs associated with those acts,and the defense of those acts.No Party shall be responsible to another Party for any liability or costs arising from the act of an employee or agent of another Party.Each Party hereto shall hold other Parties hereto harmless for any liabilit y or costs arising from the act of an employee or agent of another Party. The Provisions of this Section shall survive the termination of this Agreement by any Party. Any Party responding under this Agreement to another state shall be considered agents of the Requesting Unit in the other state for tort liability and immunity purposes related to third-party claims to the extent permissible under the laws of both states.Nothing in this Section shall be deemed a waiver by any Party of its right to dispute any claim or assert statutory and common law immunities as to third parties. SECTION EIGHT -CHAPTERS For operational efficiency and representation of Units and Divisions,Chapters are hereby created on a state-by-state basis.Chapters shall elect a President to the Council of Chapter Presidents. When a Division forms within a state that does not have a Chapter, that Division will be affiliated with another state Chapter.When three Divisions within a state become organized,a Chapter for that state shall automatically be created,and Divisions within that state shall be transitioned to the new Chapter,unless prohibited by state statute(s). Chapters shall have their own governing Board selected by the Units,Divisions,or Regions,and shall determine the number and role of Chapter officers.Chapters shall develop bylaws that provide for their governance and operations within the framework of this Agreement and the direction of the Council of Chapter Presidents.Chapters shall maintain authority to establish Divisions or Regions,to the assignment of Units to Divisions or Regions,and to establish emergency response procedures,protocols,resources,and training requirements.Chapters and their Divisions may fix and assess dues,secure appropriate insurance,own and maintain facilities,vehicles,apparatus and equipment,employ and provide benefits for personnel,operate specialized response teams,participate in EMAC activities,enter into agreements with other 11 Page 18 of 22 Doc ID: 0ec92f5e896b1e2235c0e414977f75aa09d09e3a governmental and non-governmental entities,and administer the affairs of their Chapter,to facilitate the purposes of MABAS. SECTION NINE —COUNCIL OF CHAPTER PRESIDENTS A Council of Chapter Presidents is hereby created that consists of the elected President of each state Chapter.The Council of Chapter Presidents shall facilitate coordination among state Chapters,adopt bylaws for the operation of the Council of Presidents,ensure compliance with this Agreement, recommend common operating procedures and practices,recommend changes to this Agreement, and promote unity to facilitate the purposes of MABAS.MABAS and the Council of Chapter Presidents shall be hosted by the founding Chapter of MABAS,Illinois,and shall be based therein. As the Council is hosted in Illinois,all issues and questions concerning the construction, validity,enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with,the laws of the State of Illinois. SECTION TEN -DIVISIONS For operational efficiency and representation of Member Units, Divisions are hereby authorized on a Chapter-by-Chapter basis in accordance with procedures established by their Chapter. When a Division forms withina state that does not have a Chapter,that Division will be affiliated with another state Chapter in accordance with procedures established by that other state’s Chapter. Divisions shall have their own governing Board,shall determine the number and role of Divisio nofficers,and shall develop bylaws that govern their operations within the framework of this Agreement and direction of the Chapter and Council of Chapter Presidents. Divisions shall maintain authority to establish emergency response procedures, protocols, resources,and training requirements within the framework ofthis Agreement and the direction of the Chapter and Council of Chapter Presidents.Divisions may fix and assess dues, secure appropriate insurance, own and maintain facilities,vehicles,apparatus and equipment, employ and provide benefits for personnel, operate specialized response teams,enter into agreements with other governmental and non-governmental entities,and administer the affairs of their Division,to facilitate the purposes of MABAS. 12 ExecBd10192022 Page 19 of 22 Doc ID: 0ec92f5e896b1e2235c0e414977f75aa09d09e3a SECTION ELEVEN -TERM This Agreement shall be in effect for a term of one year from the date of signature hereof and shall automatically renew for successive one-year terms unless terminated in accordance with this Section.Any Party may terminate their participation within this Agreement,at any time,for any reason,or for no reason at all,upon ninety (90)days written notice to the applicable state Chapter.A Unit that terminates this Agreement must return any asset that is owned by,or provided from,a Chapter or its Divisions prior to the termination of the Agreement,unless agreed to otherwise in writing by the Chapter or Division.Costs associated with the recovery or replacement of said asset if it is not voluntarily returned after written notice has been given shall be borne by the departing Unit,including reasonable legal fees. SECTION TWELVE -MISCELLANEOUS A.Entire A reement.This Agreement sets forth the entire agreement between the Parties.The language of this Agreement shall be construed as a whole according to its fair meaning and not construed strictly for or against any Party.By signing this agreement,each of the Parties affirm that they have taken all actions and secured all local approvals necessary to authorize and sign this Agreement. B.Bindin Effect.This Agreement shall be binding upon and inure to the benefit of any successor entity which may assume the obligations of any Party hereto. C.Severabilit of Provisions.If a Court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable,then that provision shall be deemed severed from this Agreement.The remainder of this Agreement shall remain in fullforce. D.Ca tions.The captions,headings,and titles in this Agreement are intended for the convenience of the reader and not intended to have any substantive meaning and are not to be interpreted as part of this Agreement. E.Terminology.All terms and words used in this Agreement,regardless of the numbers or gender in which they are used, are deemed to include any other number and any other gender as the context may require. 13 ExecBd10192022 Page 20 of 22 Doc ID: 0ec92f5e896b1e2235c0e414977f75aa09d09e3a ExecBd10192022 Recitals. The Recitals shall be considered an integral part of this Agreement. .No Third—Part Beneficiaries.Except as expressly provided herein,this Agreement does not create, by implication or othenivise,any direct or indirect obligation, duty,promise, benefit, right of indemnification (i.e.,contractual, legal,equitable,or by implication),right of subrogation as to any Party’s rights in this Agreement, or any other right of any kind in favor of any individual or legal entity. .Counter art Si natures.This Agreement may be signed in multiple counterparts.The counterparts taken together shall constitute one (1)agreement. Permits and Licenses.Each Party shall be responsible for obtaining and maintaining, throughout the term of this Agreement,licenses, permits, certificates,and governmental authorizations for its employees and/or agents necessary to perform their obligations under this Agreement. No Implied Waiver. Absent a written waiver,no fact, failure,or delay by a Party to pursue or enforce any rights or remedies under this Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Agreement.No waiver of any term, condition, or provision of this Agreement,whether by conduct or othen/vise,in one or more instances shall be deemed or construed as a continuing waiver of any term, condition, or provision of this Agreement.No waiver by either Party shall subsequently affect its right to require strict performance of this Agreement. .Notices. Notices given under this Agreement shall be in writing and shall be delivered by one or more of the following processes:personally delivered, sent by express delivery service, certified mail,or first-class U.S.mail postage prepaid to the head of the governing body of the participating agency. SECTION THIRTEEN -AMENDMENT An amendment may be proposed by any Party, Division or Chapter, and be presented to the Council of Chapter Presidents for review,comment,and modification. The Council of Chapter Presidents shall,after consideration,recommend final amendatory language to all Parties for adoption and execution.The Agreement may be amended only upon written agreement and approval of the governing bodies of two-thirds (2/3)of the Parties.All Amendments to this Agreement shall comply with the applicable laws of the respective states. 14 Page 21 of 22 Doc ID: 0ec92f5e896b1e2235c0e414977f75aa09d09e3a