HomeMy WebLinkAboutCalifornia Statewide Transit Mutual Assistance Compact (TransMAC) - Transit Mutual Assistance Compact Agreement - 06.21.24DocuSign Envelope ID: 5803CF66-A756-4D75-9AE2-F4D870607E20
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CALIFORNIA STATEWIDE
TRANSIT MUTUAL
ASSISTANCE COMPACT
(TransMAC)
MAY 2013
DocuSign Envelope ID: 5803CF66-A756-4D75-9AE2-F4D870607E20
California Statewide Transit Mutual Assistance Compact (TransMAC)
TABLE OF CONTENTS
PREAMBLE...........................................................................................................................................1
ARTICLE I: PREAMBLE...................................................................................................................1
ARTICLE II: DEFINITIONS...............................................................................................................2
ARTICLE III: ADMINISTRATION.....................................................................................................
3
ARTICLE IV: PROCEDURES..........................................................................................................4
ARTICLE V: MEMBER RESPONSIBILITIES.................................................................................4
ARTICLE VI: REQUESTS FOR ASSISTANCE.............................................................................. 5
ARTICLE VII: COST REIMBURSEMENT.......................................................................................6
ARTICLE VIII: RESPONSE COORDINATION...............................................................................8
ARTICLE IX: ARBITRATION.........................................................................................................10
ARTICLE X: REQUESTING MEMBER'S DUTY TO INDEMNIFY ..............................................
10
ARTICLE XI: SIGNATORY INDEMNIFICATION..........................................................................10
ARTICLE XII: WORKERS' COMPENSATION CLAIMS..............................................................
11
ARTICLE XIII: NOTICE..................................................................................................................
11
ARTICLE XIV: INSURANCE..........................................................................................................11
ARTICLE XV: SENSITIVE SECURITY INFORMATION.............................................................11
ARTICLE XVI: EFFECTIVE DATE................................................................................................11
ARTICLE XVII: WITHDRAWAL.....................................................................................................11
ARTICLE XVIII: MODIFICATION...................................................................................................12
ARTICLE XIX: SEVERABILITY.....................................................................................................12
ARTICLE XX: PRIOR AGREEMENTS.........................................................................................12
ARTICLE XXI: PROHIBITION ON THIRD PARTIES...................................................................12
ARTICLE XXII: TORT CLAIMS......................................................................................................12
ARTICLE XXIII: INTRASTATE AND INTERSTATE MUTUAL ASSISTANCE PROGRAMS...12
EXECUTION OF THE AGREEMENT...............................................................................................13
May 2013
DocuSign Envelope ID: 5803CF66-A756-4D75-9AE2-F4D870607E20
California Statewide
Transit Mutual Assistance Compact (TransMAC)
CALIFORNIA STATEWIDE
TRANSIT MUTUAL ASSISTANCE COMPACT (TransMAC)
PREAMBLE
This Transit Mutual Assistance Compact (TransMAC) and its Members have established a
formal process whereby they may receive and provide Mutual Assistance to each other in the
form of personnel, services, and equipment as deemed to be necessary or advisable in an
emergency. The Mutual Assistance Agreement contained herein, sets forth the terms and
conditions under which the undersigned Members agree to provide or receive Mutual
Assistance. However, if a Requesting Member and one or more Providing Members are parties
to another mutual assistance agreement at the time the Mutual Assistance is requested, such
other mutual agreement shall govern the Mutual Assistance among those Members insofar as
the previous agreements are not inconsistent with this Agreement.
In consideration of the foregoing, the TransMAC Member hereby agrees as follows:
A. When providing Mutual Assistance to, or receiving Mutual Assistance from, another
Member, the Member will adhere to these written principles to govern Mutual Assistance
arrangements that are in effect as of the date of a specific request for Mutual Assistance,
unless otherwise agreed to in writing by each Member.
B. With respect to each Period of Assistance, Requesting Members agree that they will
provide appropriate reimbursement to the Providing Member regarding all costs and
expenses incurred by the Providing Member in furnishing Mutual Assistance as identified
under the articles of this Agreement, unless otherwise agreed to in writing by each
Member. Entities must maintain auditable records in a manner consistent with generally
accepted practices and in a manner consistent with the Member's adopted practices and
methods of record keeping and retention.
C. During each Period of Assistance, the conduct of the Requesting Member and the
Providing Member shall be subject to the liability and indemnification provisions set forth
herein.
D. A Member may withdraw from this Agreement at any time. In such an event, the
Member should provide written notice to the Chairperson of the TransMAC Steering
Committee.
E. The TransMAC Steering Committee Chairperson shall maintain a current list of
Members, which shall be distributed to all Members no less than twice annually;
however, a Member may at any time request a copy of the signed Agreement of another
Member prior to providing or receiving Mutual Assistance.
ARTICLE I.
PURPOSE
Recognizing that emergencies and other events may overwhelm the resources and capabilities
of transit agencies, and that transit agencies may require assistance in the form of personnel,
services, and equipment to continue to deliver critical services, the TransMAC Members hereby
establish an intrastate program for Mutual Assistance. Through the TransMAC, Members
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DocuSign Envelope ID: 5803CF66-A756-4D75-9AE2-F4D870607E20
California Statewide
Transit Mutual Assistance Compact (TransMAC)
coordinate response activities and share resources when deemed to be necessary or advisable
in an emergency. This Agreement sets forth the policies and standards for the administration of
the TransMAC.
This Agreement shall be in accordance with the California Emergency Services Act, the
California Disaster and Civil Defense Master Mutual Aid Agreement, the State Emergency Plan,
and other existing state and local emergency operations plans, and shall be by and among
Member transportation providers in the State of California.
ARTICLE II.
DEFINITIONS
A. Associate Member — Any non -transit providers, approved by the TransMAC Steering
Committee, which play a supporting role for the TransMAC program. For example, the
U.S. Department of Transportation (U.S. DOT), Federal Transit Administration (FTA),
California Department of Transportation (CalTrans), California Emergency Management
Agency (CaIEMA), local emergency management organizations, and/or others who are
not signatories to the TransMAC, but manifest the intent to offer support or coordination.
B. Authorized Official — An employee or officer of a Member who is empowered and
legally authorized to: (1) request assistance; (2) offer assistance; (3) refuse to offer
assistance; (4) cancel a request or release assistance; or (5) withdraw assistance under
this Agreement.
C. Emergency — A natural or human caused event or circumstance causing, or imminently
threatening to cause, impact to the operations of a Member, loss of life, injury to person
or property, human suffering or financial loss, and includes, but is not limited to, fire,
flood, severe weather, earthquake, civil disturbance, riot, explosion, drought, volcanic
activity, spills or releases of oil or hazardous material, utility interruption, transportation
emergencies, disease, blight, infestation, intentional acts, sabotage, declaration of war,
or other conditions which are, or are likely to exceed, the resources of a Member and
requires Mutual Assistance.
D. Founding Members — The original agencies that coordinated and drafted this
Agreement, which include: Los Angeles County Metropolitan Transportation Authority,
Orange County Transportation Authority, Foothill Transit, SunLine Transit, Omnitrans,
Long Beach Transit, California Emergency Management Agency, and the Orange
County Sheriff -Coroner Department - Emergency Management Division.
E. Incident Command System (ICS) — A management system designed to enable
effective and efficient domestic incident management by integrating a combination of
facilities, equipment, personnel, procedures, and communications operating within a
common organizational structure.
F. Independent Contractor — Independent entity that agrees to furnish certain number or
quantity of goods, materials, equipment, personnel, and/or services, at a mutually
agreed upon price and within a specified timeframe to Members.
G. Member — Any public or private transit provider who participates in the transit mutual
assistance program by executing the TransMAC Agreement.
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California Statewide Transit Mutual Assistance Compact (TransMAC)
H. Mutual Assistance — Any assistance provided under this Agreement. Mutual assistance
is to be provided to a Requesting Member with the expectation of cost reimbursement as
negotiated with the Providing Member.
I. Mutual Assistance Agreement — A written agreement between and among Members
that provides a mechanism to quickly obtain Mutual Assistance in the form of personnel,
services, and equipment. The primary objective is to facilitate rapid, short-term
deployment of emergency support prior to, during, and/or after an emergency.
J. National Incident Management System (NIMS) — A national, standardized approach to
incident management and response that sets uniform processes and procedures for
emergency response operations.
K. Period of Assistance — A specified period of time when a Providing Member assists a
Requesting Member. The period shall commence when personnel and/or equipment
expenses are initially incurred by the Providing Member in response to the official
request of the Requesting Member and shall end upon agreement of the parties.
L. Providing Member — A Member that responds to a Requesting Member by agreeing to
provide personnel, services, equipment, etc. under the terms and conditions of this
Agreement.
M. Requesting Member — A Member who requests Mutual Assistance under this
Agreement.
N. Sensitive Security Information — Any document marked Sensitive Security Information
(SSI), including but not limited to any map, report, notes, papers, plans, opinion, or e-
mail, which relates to the system vulnerabilities of a Member or Associate Member, shall
be handled consistent with proper protocols for Sensitive Security Information under 49
CFR Parts 15 and 1520.
O. Standardized Emergency Management System (SEMS) — A standardized approach
to command and jurisdictional management and response set forth by State of California
Code of Regulations for multi -agency or multi jurisdictional response to an emergency.
ARTICLE III.
ADMINISTRATION
The administration of the TransMAC will be through the TransMAC Steering Committee and ad
hoc project committees as designated by the Steering Committee.
The Steering Committee will be established by representatives from the Members to the
TransMAC Agreement and will be originally comprised of the Founding Members that
established this Agreement. Membership in the Steering Committee will be by nomination of
the current Steering Committee membership from among the Members and Associate Members
to this Agreement. The Steering Committee shall be comprised of no more than sixteen (16)
Members and no more than eight (8) Associate Members. Steering Committee Members will
have full voting rights. Associate Members will serve as advisors and will not have voting rights.
A Chair and Vice -Chair will be elected by majority vote for a period of two (2) years and will act
as administrators for the TransMAC during that time.
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At a minimum, the Steering Committee will meet twice each year and issue a list of current
Members and Associate Members. The Steering Committee will also address administrative
issues such as database and document management, communications, funding, organization,
and annual membership events.
In the event membership to this Agreement grows beyond the original region, comprised of the
Counties of Los Angeles, Orange, San Bernardino, and Riverside, to include Members
throughout the State of California, then the Steering Committee will explore options for
establishing Regional Steering Committees and a State Steering Committee.
ARTICLE IV.
PROCEDURES
An Operational_ Guide, detailing the processes for implementing this Agreement will be
developed and adopted by majority vote of the Steering Committee. The Operational Guide will
be reviewed and updated at least annually to reflect new material, processes, and to remove
obsolete materials and processes. The document and revisions and updates will be reviewed
and approved by the Steering Committee prior to publication and dissemination to the Members.
A. In coordination with local and state emergency management organizations, the
TransMAC Steering Committee shall develop operational and planning processes for the
implementation of the TransMAC that shall be consistent with the California Emergency
Services Act, SEMS, the State Emergency Plan, and the NIMS, reviewed annually and
updated as needed by the Steering Committee.
B. Requests for Mutual Assistance under this Agreement shall be directed to appropriate
Authorized Official(s) from the list of Members.
C. Any private sector Member to this Agreement shall be requested and tasked by a public
sector Member before furnishing Mutual Assistance. Private sector Members may not be
eligible to receive Mutual Assistance from public sector Members.
D. Consistent with SEMS, when more than one County is impacted by a disaster, requests
for mutual assistance under this Agreement may be channeled through the Regional
Emergency Operations Centers and/or the State Operations Center to ensure maximum
effectiveness in allocating resources to the highest priority needs.
ARTICLE V.
MEMBER RESPONSIBILITIES
A. Consistent with the NIMS, SEMS, and this Agreement, each Member shall develop a
plan providing for the effective mobilization of its resources and personnel, both public
and private, to cope with emergencies.
B. Each Member agrees to furnish personnel, services, and/or equipment to each and
every other Member to this Agreement to prevent and/or respond to any type of
emergency in accordance with duly adopted plans, whether heretofore or hereafter
adopted, detailing the method and manner by which such personnel, services, and
equipment are to be made available and furnished; provided, however, that no Member
shall be required to unreasonably deplete its own personnel, services, and/or equipment
in furnishing such Mutual Assistance.
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California Statewide Transit Mutual Assistance Compact (TransMAC)
C. It is expressly understood that any Mutual Assistance extended under this Agreement
and the operational plans adopted pursuant thereto, is furnished in accordance with the
California Emergency Services Act and other applicable provisions of law.
D. Members shall identify an Authorized Official and alternates; provide contact information
including 24-hour access; and maintain resource information made available by the
Member for Mutual Assistance purposes, as allowed by the Member's policies. Such
information shall be updated annually or as changes occur (whichever is sooner) and
shall be provided to the TransMAC Steering Committee.
E. Personnel of the Providing Member shall at all times during the Period of Assistance
continue to be personnel of the Providing Member and shall not be deemed personnel of
the Requesting Member for any purpose. Wages, hours, and other terms and conditions
of employment of the Providing Member shall remain applicable to its personnel during
the Period of Assistance.
F. The Providing Member shall make available a sufficient number of Supervisors during its
provision of Mutual Assistance consistent with the Providing Member's policies for
personnel. All instructions for work to be done by Providing Member's personnel shall
be given by Requesting Member to Providing Member supervisor(s); or when Providing
Member personnel are to work in separate areas, to such of Providing Member's
supervisors as may be designated for the purpose by Providing Member's
policies/management.
G. Unless otherwise agreed, the Requesting Member shall be responsible for supplying
and/or coordinating support functions such as travel, lodging, meals, materials, etc. from
the time Mutual Assistance arrives to the time of release when it is reasonably able to do
so. The Providing Member shall normally be responsible for arranging travel, lodging
and meals en route to the Requesting Member and for the return trip home.
H. The Providing Member's safety and security rules, procedures, policies, guidelines,
regulations, and laws shall apply to all work done by its personnel unless as mutually
agreed otherwise. Any conflict, disagreement, questions and/or concerns arising about
any safety and security rules and/or procedures should be brought to the Authorized
Officials for prompt resolution between the Requesting Member and Providing Member.
i. All time sheets and work records pertaining to the Providing Member's personnel
furnishing Mutual Assistance shall be kept by the Providing Member.
ARTICLE VI.
REQUESTS FOR ASSISTANCE
In general, Mutual Assistance will be in the form of resources, such as personnel, services
equipment, and/or supplies. Mutual Assistance shall be given only when Providing Member, in
its sole and absolute discretion, determines that its own needs can be met while rendering
Mutual Assistance. The execution of this Agreement shall not create any duty to furnish Mutual
Assistance on the part of any Member hereto.
A. Member Request — In the event of an emergency, a Member's Authorized Official may
request Mutual Assistance from another Member. Requests for Mutual Assistance may
be made orally or in writing. When made orally, the request for Mutual Assistance shall
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DocuSign Envelope ID: 5803CF66-A756-4D75-9AE2-F4D870607E20
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Transit Mutual Assistance Compact (TransMAC)
also be prepared in writing and submitted to the Member as soon as possible, but in no
event longer than forty-eight (48) hours after the oral request was made. Requests for
Mutual Assistance shall be directed to the Authorized Official of the other Member.
B. Response to a Request for Assistance — After a Member receives a request for
Mutual Assistance, the Authorized Official evaluates whether or not to respond, whether
resources are available to respond, and/or if other circumstances will hinder response.
Following the evaluation, the Authorized Official shall inform, as soon as possible, the
Requesting Member of its decision.
C. Discretion of Providing Member's Authorized Official — Execution of this Agreement
does not create any duty to furnish Mutual Assistance. When a Member receives a
request for Mutual Assistance, the Authorized Official shall have sole and absolute
discretion as to whether or not to furnish Mutual Assistance, or the availability of
resources to be furnished in such response. A potential Providing Member shall not be
held liable for refusing to provide Mutual Assistance. An Authorized Official's decisions
on the availability of resources and the furnishing of Mutual Assistance shall be final.
D. Specifying Type and Quantity of Mutual Assistance Resources — The Requesting
Member shall indicate to the Providing Member the number and specific types of
resources desired, but the extent to which the Providing Member makes available such
resources shall be at the Providing Member's sole discretion. Every effort will be made,
to the extent reasonably possible, to accommodate the Providing Member's personnel
with assigned work in their job classification.
E. Period of Assistance — The Period of Assistance shall commence when personnel,
services and/or equipment expenses are initially incurred by the Providing Member in
response to the official request of the Requesting Member. This may include any request
for the Providing Member to prepare its personnel, services, and/or equipment for
transport and/or to prepare them for the Mutual Assistance assignment, and/or while
awaiting further instructions before departing. The Period of Assistance shall terminate
when such personnel and/or equipment have returned to the Providing Member, and
may include any mandated U.S. Department of Transportation rest time resulting from
the Mutual Assistance provided and reasonable time required to prepare the equipment
for return to normal activities (e.g., cleaning, repair of vehicles, restocking parts).
The Requesting Member and Providing Member should reach a mutual understanding
and agreement in advance as to the anticipated length, in general, of the Period of
Assistance. For extended Periods of Assistance, there should be agreement on the
process for replacing or providing extra rest for the Providing Member's personnel. It is
understood and agreed that if, in the Providing Member's judgment, such action
becomes necessary; the decision to terminate the assistance and recall personnel and
equipment lies solely with the Providing Member. The Requesting Member will take the
necessary action to return such personnel and equipment promptly (See Right to
Withdraw Resources).
ARTICLE VII.
COST REIMBURSEMENT
Except as herein otherwise provided, the Requesting Member shall reimburse the Providing
Member for each of the following categories of costs and expenses incurred by the Providing
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DocuSign Envelope ID: 5803CF66-A756-4D75-9AE2-F4D870607E20
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Transit Mutual Assistance Compact (TransMAC)
Member as a result of furnishing Mutual Assistance during the specified Period of Assistance,
as set forth below, or by written mutual agreement reached at the time the request for
assistance is agreed to by the Providing Member. Members will use their respective
documented financial, accounting, and procurement policies in managing costs and
coordinating reimbursement and payment.
A. Personnel — Providing Member's fully burdened personnel costs (i.e., equal to the
personnel's applicable salary or hourly wage plus fringe benefits and overhead, and
consistent with Providing Member's collective bargaining agreements or other prescribed
conditions). All personnel costs incurred for work performed during the specified Period
of Assistance will be included. The Requesting Member shall be responsible for all direct
and indirect labor costs.
B. Equipment — Use of equipment, including construction equipment, revenue and/or non -
revenue vehicles, or any other equipment, shall be at Providing Member's current
equipment rates and subject to the following conditions:
The Requesting Member shall reimburse the Providing Member for the use of
equipment during the specified Period of Assistance, including, but not limited to, any
rental rates, fuel, lubrication, maintenance, transportation, and loading/unloading of
equipment furnished for Mutual Assistance. Alternatively, Requesting Member may,
at its own expense, provide fuel, lubrication and maintenance for furnished
equipment until such time as the equipment is returned to the Providing Member.
2. Providing Member's costs related to the transportation, handling and
loading/unloading of equipment shall be chargeable to the Requesting Member.
3. In the event equipment is damaged while being dispatched to the Requesting
Member, or while in the custody and use of the Requesting Member, the Requesting
Member shall reimburse the Providing Member for the reasonable cost of repairing
said damaged equipment. If the equipment cannot be repaired, then the Requesting
Member shall reimburse the Providing Member for the cost of replacing said
equipment with equipment that is of at least equal capability as determined by the
Providing Member. If the Providing Member must lease equipment while the
equipment furnished to the Requesting Member is being repaired or replaced; then
the Requesting Member shall reimburse the Providing Member for such lease costs.
G Materials and Supplies — Requesting Member shall reimburse the Providing Member in
kind or at actual replacement cost, plus handling charges, for use of expendable or non-
returnable supplies. Other supplies and reusable items that are returned to the Providing
Member in a clean, damage -free condition shall not be charged to the Requesting
Member and no rental fee will be charged; otherwise, they shall be treated as
expendable supplies. Supplies that are returned to the Providing Member with damage
must be treated as expendable supplies for purposes of cost reimbursement.
D. Payment Period — Providing Member shall provide an itemized invoice to the
Requesting Member for all expenses incurred by the Providing Member while furnishing
Mutual Assistance. The Providing Member shall send the itemized invoice not later than
ninety (90) days following the end of the Period of Assistance. The Providing Member
may request additional periods of time within which to submit the itemized invoice, and
Requesting Member shall not unreasonably withhold consent to such requests. The
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DocuSign Envelope ID: 5803CF66-A756-4D75-9AE2-F4D870607E20
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Transit Mutual Assistance Compact (TransMAC)
Requesting Member agrees to reimburse the Providing Member within sixty (60) days
from receipt of an invoice for Mutual Assistance furnished under this Agreement. The
Requesting Member may request additional periods of time within which to pay the
itemized invoice, and Providing Member shall not unreasonably withhold consent to such
requests, provided, however, that all payments shall occur no later than one (1) year
after the date a final itemized invoice was submitted to the Requesting Member.
E. Records — Each Providing Member and Requesting Member and their duly authorized
representatives shall have access to books, documents, notes, reports, papers and
records, which are directly pertinent to this Agreement and the Period of Assistance for
the purposes of reviewing the accuracy of an invoice or making a financial, maintenance
or regulatory audit. Such records shall be maintained in a manner consistent with the
Member's records retention policy for at least three (3) years after the close of the Period
of Assistance or longer where required by law and as needed for federal reimbursement
practices.
1. The Providing Member shall furnish documentation of expenses to the Requesting
Member when it submits its invoice. Such documented costs and expenses shall
include, but not be limited to the following:
a. Employees' wages and salaries for time during the Period of Assistance spent in
Requesting Member's service, and time during travel to and from such service
area, plus the Providing Member's standard payable additives to cover all
personnel benefits and allowances for vacation, sick leave and holiday pay,
social and retirement benefits, all payroll taxes, workers' compensation,
employer's liability insurance, and other contingencies and benefits imposed by
applicable law or regulation.
b. Personnel travel and support functions such as lodging, meals, materials, etc.
c. Replacement costs of expendable materials and supplies furnished.
d. Repair or replacement costs of equipment damaged or lost.
e. Charges for the use of vehicles and other equipment furnished.
f. Administrative and general costs, which are properly allocated to Mutual
Assistance, to the extent such costs are not chargeable pursuant to the foregoing
subsections.
ARTICLE VIII.
RESPONSE COORDINATION
When providing assistance under this Agreement, the Requesting Member and Providing
Member shall be organized by and shall function under the NIMS and SEMS protocols and
procedures.
A. Resources — Providing Member retains the right to identify the resources that are
available for Mutual Assistance.
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B. Control — While personnel furnished through Mutual Assistance shall remain under the
employment and supervision of the Providing Member, the Providing Member's
personnel come under the direction and control of the Requesting Member when
providing Mutual Assistance, consistent with the NIMS and the ICS to address the needs
of the Requesting Member and/or as deemed appropriate by the Incident Commander.
The Requesting Member's Authorized Official shall coordinate Mutual Assistance
activities with the designated supervisor(s) of the Providing Member(s). The Providing
Member's designated supervisor(s) must keep accurate records, consistent with Federal
Emergency Management Agency (FEMA) standards, of work performed by personnel
during the specified Period of Assistance.
C. Lodging and Meals — As set forth in Article V Section I of this Agreement or unless
otherwise agreed to in writing by the Requesting and Providing Members, the
Requesting Member remains responsible for reimbursing the Providing Member for all
reasonable and necessary costs associated with providing lodging and meals, if such
resources are not provided.
D. Communications — The Requesting Member shall provide the Providing Member's
personnel with communications equipment such as radio equipment as available, or
radio frequency information to program existing radios, in order to facilitate
communications with local responders and/or the Requesting Member's command and
control structure.
E. Status — Unless otherwise provided by law, the Providing Member's officers and
personnel retain the same privileges, immunities, rights, duties and benefits as provided
in their respective home jurisdictions.
F. Licenses and Permits — To the extent permitted by law, Providing Member personnel
who hold licenses, certificates, or permits evidencing professional, mechanical, or other
skills shall be allowed to carry out activities and tasks relevant and related to their
respective credentials while providing Mutual Assistance during the specified Period of
Assistance.
G. Right to Withdraw Resources — The Providing Member's Authorized Official retains the
right to withdraw some or all of its resources at any time for any reason in the Providing
Member's sole and absolute discretion. Notice of intention to withdraw resources must
be communicated by the Providing Member to the Requesting Member's Authorized
Official as soon as possible under the circumstances. Actual release of the Providing
Member's furnished resources shall be made as soon as it is safe and practicable as
determined by the Requesting Member's Authorized Official. All resources shall be
returned to the Providing Member as soon as is practicable and reasonable under the
circumstances.
H. Right to Cancel a Request for Mutual Assistance or Release Resources — The
Requesting Member's Authorized Official retains the right to cancel a request for Mutual
Assistance at any time for any reason prior to the deployment of Mutual Assistance
resources by a Providing Member. The Requesting Member also retains the right to
release the Providing Member's furnished resources at any time, including when they
are en route, for any reason so long as it is safe and practicable to do so. In accordance
with Article VII of this Agreement, all policies related to cost reimbursement still apply to
the Period of Assistance even if that Period of Assistance is terminated early. Notice of
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intention to release resources must be communicated by the Requesting Member to the
Providing Members Authorized Official as soon as possible under the circumstances.
ARTICLE IX.
ARBITRATION
If any controversy or claim arises out of, or relates to, this Agreement, including, but not limited
to an alleged breach of the Agreement, the disputing Members shall first attempt to resolve the
dispute by negotiation, followed by mediation or arbitration in accordance with the Rules of the
American Arbitration Association. Each Member reserves the right at any time after mediation or
arbitration to pursue its rights and remedies in a court of law.
ARTICLE X.
REQUESTING MEMBER'S DUTY TO INDEMNIFY
The Requesting Member shall indemnify, hold harmless, and defend the Providing Member
from and against any and all liability for loss, damage, cost, or expense which the Providing
Member may incur by reason of bodily injury, including death, to any person or persons, or by
reason of damage to or destruction of any property, including the loss of use thereof, which
result from furnishing Mutual Assistance and whether or not due in whole or in part to any act,
omission, or negligence of the Providing Member, except to the extent that such death or injury
to person, or damage to property, is caused by the willful or wanton misconduct and/or gross
negligence of the Providing Member, its employees, officers, contractors, or agents. Where
payments are made by the Providing Member under a workers' compensation or disability
benefits law or any similar law for bodily injury or death resulting from furnishing or Mutual
Assistance, the Requesting Member shall reimburse the Providing Member for such payments,
except to the extent that such bodily injury or death is caused by the willful or wanton
misconduct and/or gross negligence of the Providing Member, its employees, officers,
contractors, or agents.
In the event any claim or demand is made, or suit or action is filed against the Providing
Member alleging liability for which the Requesting Member shall indemnify and hold harmless
the Providing Member under the above paragraph, the Providing Member shall promptly notify
the Requesting Member thereof; and the Requesting Member, at its sole cost and expense,
shall settle, compromise, or defend the same in such manner as it deems necessary or prudent.
The Requesting Member shall consult the Providing Member on all such litigation and will not
compromise any issue or claim without the concurrence of the Providing Member, which will not
be unreasonably withheld. The Providing Member shall cooperate with the Requesting
Members reasonable efforts to investigate, defend, and settle the claim or lawsuit.
ARTICLE XI.
SIGNATORY INDEMNIFICATION
In the event of a liability, claim, demand, action or proceeding, of whatever kind or nature arising
out of the rendering of Mutual Assistance through this Agreement, the parties involved in
rendering or receiving Mutual Assistance agree to indemnify and hold harmless all Members
whose only involvement is the execution and approval of this Agreement, in the transaction or
occurrence which is the subject of such claim, action, demand or other proceeding. Such
indemnification shall include indemnity for all claims, demands, liability, damages and costs,
including reasonable attorneys' fees and other costs of defense, for injury, property damage and
workers' compensation.
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ARTICLE XII.
WORKERS' COMPENSATION CLAIMS
The Providing Member and Requesting Member are responsible for providing workers'
compensation benefits and administering workers' compensation for their respective personnel.
ARTICLE XIII.
NOTICE
Each Member hereto shall give to the others prompt and timely written notice, within fifteen (15)
business days of any claim made or any suit instituted coming to its knowledge, which in any
way, directly or indirectly, contingently or otherwise, affects or might affect them, and each
Member shall have the right to participate in the defense of the same, as it considers necessary
to protect its own interests.
ARTICLE XIV.
INSURANCE
Members shall maintain an insurance policy or maintain a self-insurance program that covers
activities that it may undertake by virtue of membership in the TransMAC. Proof of General
Liability and Workers' Compensation coverage must be provided to any Requesting or Providing
Member or the Steering Committee upon request.
ARTICLE XV.
SENSITIVE SECURITY INFORMATION
To the extent allowed by law, any Member or Associate Member shall maintain in the strictest
confidence and shall take all reasonable steps necessary to prevent the disclosure of any
confidential or Sensitive Security Information provided to it by another Member pursuant to this
Agreement. If any Member, Associate Member, or third party requests or demands, by
subpoena or otherwise, that a Member or Associate Member disclose any confidential or
Sensitive Security Information provided to it under this Agreement, the Member or Associate
Member shall immediately notify the owner of the confidential or Sensitive Security Information
and shall take all reasonable steps necessary to prevent the disclosure of any confidential or
Sensitive Security Information by asserting all applicable rights and privileges with respect to
such information and shall cooperate fully in any judicial or administrative proceeding relating
thereto.
ARTICLE XVI.
EFFECTIVE DATE
This Agreement shall take effect for a new Member immediately upon its execution by said
Member.
ARTICLE XVII.
WITHDRAWAL
Any Member may terminate its participation in this Agreement by written notice to the Chair of
the TransMAC Steering Committee. Withdrawal takes effect sixty (60) days after the appropriate
officials receive notice. Withdrawal from this Agreement shall in no way affect a Requesting
May 2013 Page 11 of 13
DocuSign Envelope ID: 5803CF66-A756-4D75-9AE2-F4D870607E20
California Statewide Transit Mutual Assistance Compact (TransMAC)
Member's duty to reimburse a Providing Member for costs incurred during a Period of
Assistance, which duty shall survive such withdrawal.
ARTICLE XVIII.
MODIFICATION
No provision of this Agreement may be modified, altered or rescinded by individual Members to
the Agreement. Modifications to this Agreement require a simple majority vote of Members. The
TransMAC Steering Committee will notify all parties of modifications to this Agreement in writing
and those modifications shall be effective upon sixty (60) days written notice to the Members.
ARTICLE XIX.
SEVERABILITY
If any term or provision of this Agreement is declared by a court of competent jurisdiction to be
illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be
affected, and the rights and obligations of the parties shall be construed and enforced as if the
Agreement did not contain the particular term or provision held to be invalid.
ARTICLE XX.
PRIOR AGREEMENTS
To the extent that prior mutual assistance agreements among Members are inconsistent with
this Agreement, such agreements are hereby superseded.
ARTICLE XXI.
PROHIBITION ON THIRD PARTIES AND ASSIGNMENT OF RIGHTS/DUTIES
This Agreement is for the sole benefit of the Members and no other person or entity has rights
under this Agreement as a third party beneficiary. Assignment of benefits or delegation of duties
created by this Agreement to third parties that are not Members is prohibited and without effect.
ARTICLE XXII.
TORT CLAIMS
This Agreement in no way abrogates or waives any immunity or defense available under
Federal laws and/or the laws of the State of California.
ARTICLE XXIII.
INTRASTATE AND INTERSTATE MUTUAL ASSISTANCE PROGRAMS
To the extent practicable, Members retain the right to participate in mutual assistance activities
conducted under the State of California Civil Defense and Master Mutual Aid Agreement, the
TransMAC, and the interstate Emergency Management Assistance Compact (EMAC) and
similar programs.
May 2013 Page 12 of 13
DocuSign Envelope ID: 5803CF66-A756-4D75-9AE2-F4D870607E20
IN WITNESS WHEREOF, the Parties have executed this TransMAC Agreement at
Fresno, California, the day and year first below written.
CITY OF FRESNO,
A California municipal corporation
DocuSigned by:
By:
Georgeanne A. White
City Manager
ovcuSigned by:
By:
Gregory A. Barfield
Director, Department of Transportation
APPROVED AS TO FORM'.
ANDREW JANZ
City Attorney
By'DacuSignod by: /1i1
t.lA.lAA�2,V' Nl„ WIA,q,y'�-G�'1L18/2024
JenniferWMMvn Date
Deputy City Attorney
ATTEST:
TODD STERMER, CMC
City Clerk
DocuSigned by:
By: $,,,r,d 6/21/2024
Date
Addresses:
CITY: City of Fresno
Attention: Daniel Colbert
Training Officer
2223 G Street
Fresno, CA 93706
Phone: (559) 621-1430