Private Utilities
AGREEMENT
This Agreement is made and entered into by public and private Water and Wastewater Utilities that have, by executing this Agreement, manifested their intent to participate in an Intrastate Program for Mutual Aid and Assistance.
Statutory Authority –This Agreement is authorized under 63 OS § 695.1 et seq. which provides that Water and Wastewater Utilities may contract with each other to provide services.
ARTICLE I.
PURPOSE
Recognizing that emergencies may require aid or assistance in the form of personnel,
equipment, and supplies from outside the area of impact, the signatory utilities hereby establish
an Intrastate Program for Mutual Aid and Assistance. Through the Mutual Aid and Assistance Program, Members coordinate response activities and share resources during emergencies. This Agreement sets forth the procedures and standards for the administration of the Intrastate Mutual Aid and Assistance Program.
ARTICLE II.
DEFINITIONS
A. Authorized Official – An employee or officer of a Member utility that is authorized to:
- Request assistance;
- Offer assistance;
- Refuse to offer assistance or
- Withdraw assistance under this agreement.
B. Emergency – A natural or human caused event or circumstance causing, or imminently
threatening to cause, loss of life, injury to person or property, human suffering or financial
loss, and includes, but is not limited to, fire, explosion, flood, severe weather, drought,
earthquake, volcanic activity, spills or releases of oil or hazardous material, contamination,
utility or transportation emergencies, disease, blight, infestation, civil disturbance, riot,
intentional acts, sabotage and war that is, or could reasonably be beyond the capability of
the services, personnel, equipment, and facilities of a Mutual Aid and Assistance Program
Member to fully manage and mitigate internally.
C. Members – Any public or private Water or Wastewater Utility that manifests intent to
participate in the Mutual Aid and Assistance Program by executing this Agreement.
- Associate Member – Any non utility participant, approved by the State Steering
Committee, that provides a support role for the WARN program, for example State
Department of Public Health, or associations, who are members of the Regional or State
Steering Committees 1 and do not officially sign the WARN agreement.
- Requesting Member – A Member who requests aid or assistance under the Mutual Aid
and Assistance Program.
- Responding Member – A Member that responds to a request for aid or assistance under
the Mutual Aid and Assistance Program.
- Non-Responding Member - A Member or Associate Member that does not provide aid or
assistance during a Period of Assistance under the Mutual Aid and Assistance Program.
D. Confidential Information - Any document shared with any signatory of this Agreement that is
marked confidential, including but not limited to any map, report, notes, papers, opinion, or
e-mail which relates to the system vulnerabilities of a Member or Associate Member.
E. Period of Assistance – A specified period of time when a Responding Member assists a
Requesting Member. The period commences when personnel, equipment, or supplies
depart from Responding Member’s facility and ends when the resources return to their
facility (portal to portal). All protections identified in the agreement apply during this period.
The specified Period of Assistance may occur during response to or recovery from an
emergency, as previously defined.
F. National Incident Management System (NIMS): A national, standardized approach to
incident management and response that sets uniform processes and procedures for
emergency response operations.
The Mutual Aid and Assistance Program shall be administered through,a Statewide Committee. In addition to representing the interests of the Members, the Statewide Committee includes representatives from the Oklahoma Department of Environmental Quality, Oklahoma Emergency Management, The Oklahoma Rural Water Association, the Oklahoma Municipal League, the Oklahoma Association of Regional Councils and the Oklahoma Water Environment Association. Under the leadership of the Chair, the Statewide Committee members shall plan and coordinate the soonerWARN website.
ARTICLE IV.
PROCEDURES
The Statewide Committee shall develop operational and planning procedures for the soonerWARN project. These procedures shall be reviewed at least annually and updated as needed by the Statewide Steering Committee.
ARTICLE V.
REQUESTS FOR ASSISTANCE
A. Member Responsibility: Members shall identify an Authorized Official and alternates; provide contact information including 24-hour access. and maintain resource information that may be available from the utility for mutual aid and assistance response. Such contact information shall be updated annually or when changes occur on the soonerWARN website.
In the event of an Emergency, a Member’s Authorized Official may request mutual aid and assistance from a participating Member. Requests for assistance can be made orally or in writing. When made orally, the request for personnel, equipment, and supplies shall be prepared in writing as soon as practicable. Requests for assistance shall be directed to the Authorized Official of the participating Member. Specific protocols for requesting aid shall be provided in the required procedures (Article IV).
B. Response to a Request for Assistance – Members of the agreement are not obligated to
respond to a request. After a Member receives a request for assistance, the Authorized
Official evaluates whether or not to respond, whether resources are available to respond, or
if other circumstances would hinder response. Following the evaluation, the Authorized
Representative shall inform, as soon as possible, the Requesting Member whether it will
respond. If the Member is willing and able to provide assistance, the Member shall inform
the Requesting Member about the type of available resources and the approximate arrival
time of such assistance.
C. Discretion of Responding Member’s Authorized Official – Execution of this Agreement does
not create any duty to respond to a request for assistance. When a Member receives a
request for assistance, the Authorized Official shall have sole and absolute discretion as to
whether or not to respond, or the availability of resources to be used in such response. An
Authorized Member’s decisions on the availability of resources shall be final.
ARTICLE VI.
RESPONDING MEMBER PERSONNEL
A. National Incident Management System - When providing assistance under this Agreement,
the Requesting Utility and Responding Utility shall be organized and shall function under the
National Incident Management System.
B. Control - While employees so provided may be under the supervision of the Responding
Member, the Responding Member’s employees come under the direction and control of the
Requesting Member, consistent with the NIMS Incident Command System to address the
needs identified by the Requesting Member. The Requesting Member’s Authorized Official
shall coordinate response activities with the designated supervisor(s) of the Responding
Member(s). The Responding Member’s designated supervisor(s) must keep accurate
records of work performed by personnel during the specified Period of Assistance.
C. Food and Shelter – Whenever practical, Responding Member personnel must be self
sufficient for up to 72 hours. When possible, the Requesting Member shall supply
reasonable food and shelter for Responding Member personnel. If the Requesting Member
is unable to provide food and shelter for Responding personnel, the Responding Member’s
designated supervisor is authorized to secure the resources necessary to meet the needs of
its personnel. Except as provided below, the cost for such resources must not exceed the
State per diem rates for that area. To the extent Food and Shelter costs exceed the State
per diem rates for the area, the Responding Member must demonstrate that the additional
costs were reasonable and necessary under the circumstances. Unless otherwise agreed
to in writing, the Requesting Member remains responsible for reimbursing the Responding
Member for all reasonable and necessary costs associated with providing food and shelter,
if such resources are not provided.
D. Communication – The Requesting Member shall provide Responding Member personnel
with radio equipment as available, or radio frequency information to program existing radio,
in order to facilitate communications with local responders and utility personnel.
E. Status - Unless otherwise provided by law, the Responding Member’s officers and
employees retain the same privileges, immunities, rights, duties and benefits as provided in
their respective jurisdictions.
F. Licenses and Permits – To the extent permitted by law, Responding Member personnel that
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 during the specified Period of Assistance.
G. Right to Withdraw - The Responding Member’s Authorized Official retains the right to
withdraw some or all of its resources at any time for any reason in the Responding
Member’s sole and absolute discretion. Notice of intention to withdraw must be
communicated to the Requesting Member’s Authorized Official as soon as soon as is
practicable under the circumstances.
ARTICLE VII.
COST- REIMBURSEMENT
The Requesting Member shall reimburse the Responding Member for each of the following
categories of costs incurred during the specified Period of Assistance as agreed in whole or in
part by both parties; provided, that any Responding Member may assume in whole or in part
such loss, damage, expense, or other cost, or may loan such equipment or donate such
services to the Requesting Member without charge or cost.
A. Personnel – The Responding Member shall be reimbursed by the Requesting Member for
personnel costs incurred for work performed during the specified Period of Assistance.
Responding Member personnel costs shall be calculated according to the terms provided in
their employment contracts or other conditions of employment. The Responding Member’s
designated supervisor(s) must keep accurate records of work performed by personnel
during the specified Period of Assistance. Requesting Member reimbursement to the
Responding Member could consider all personnel costs, including salaries or hourly wages,
costs for fringe benefits, and indirect costs.
B. Equipment – The Requesting Member shall reimburse the Responding Member for the use
of equipment during the specified Period of Assistance, including, but not limited to,
reasonable rental rates, all fuel, lubrication, maintenance, transportation, and
loading/unloading of loaned equipment. All equipment shall be returned to the Responding
Member in good working order as soon as is practicable and reasonable under the
circumstances. As a minimum, rates for equipment use must be based on the Federal
Emergency Management Agency’s (FEMA) Schedule of Equipment Rates. If a Responding
Member uses rates different from those in the FEMA Schedule of Equipment Rates, the
Responding Member must provide such rates orally or in writing to the Requesting Member
prior to supplying the equipment. Mutual agreement on which rates are used must be
reached in writing prior to dispatch of the equipment. Reimbursement for equipment not
referenced on the FEMA Schedule of Equipment Rates must be developed based on actual
recovery of costs. If Responding Member must lease a piece of equipment while its
equipment is being repaired, Requesting Member shall reimburse Responding Member for
such rental costs.
C. Materials and Supplies – The Requesting Member must reimburse the Responding Member
in kind or at actual replacement cost, plus handling charges, for use of expendable or non-
returnable supplies. The Responding Member must not charge direct fees or rental charges
to the Requesting Member for other supplies and reusable items that are returned to the
Responding Member in a clean, damage-free condition. Reusable supplies that are
returned to the Responding Member with damage must be treated as expendable supplies
for purposes of cost reimbursement.
D. Payment Period – The Responding Member must provide an itemized bill to the Requesting
Member for all expenses incurred by the Responding Member while providing assistance
under this Agreement. The Requesting Member must send the itemized bill not later than
(90) ninety dates following the end of the Period of Assistance. The Responding Member
may request additional periods of time within which to submit the itemized bill, and
Requesting Member shall not unreasonably withhold consent to such request. The
Requesting Member must pay the bill in full on or before the forty-fifth (45th) day following
the billing date. The Requesting Member may request additional periods of time within
which to pay the itemized bill, and Responding Member shall not unreasonably withhold
consent to such request, provided, however, that all payment shall occur not later than one-
year after the date a final itemized bill is submitted to the Requesting Member.
E. Records - Each Responding Member and their duly authorized representatives shall have
access to a Requesting Member’s books, documents, notes, reports, papers and records
which are directly pertinent to this Agreement for the purposes of reviewing the accuracy of
a cost bill or making a financial, maintenance or regulatory audit. Each Requesting Member
and their duly authorized representatives shall have access to a Responding Member’s
books, documents, notes, reports, papers and records which are directly pertinent to this
Agreement for the purposes of reviewing the accuracy of a cost bill or making a financial,
maintenance or regulatory audit. Such records shall be maintained for at least three (3)
years or longer where required by law.
ARTICLE VIII.
DISPUTES
If any controversy or claim arises out of, or relates to, the execution of the Agreement, including,
but not limited to, alleged breach of the Agreement, the disputing Members shall first attempt to
resolve the dispute by negotiation, followed by mediation and finally shall be settled by
arbitration in accordance with the Rules of the American Arbitration Association. Any court of
competent jurisdiction may enter the judgment rendered by the arbitrators as final judgment that
is binding on the parties.
ARTICLE IX.
REQUESTING MEMBER’S DUTY TO INDEMNIFY
The Requesting Member shall assume the defense of, fully indemnify and hold harmless, the
Responding Member, its officers and employees, from all claims, loss, damage, injury and
liability of every kind, nature and description, directly or indirectly arising from Responding
Member’s work during a specified Period of Assistance. The scope of the Requesting
Member’s duty to indemnify includes, but is not limited to, suits arising from, or related to,
negligent or wrongful use of equipment or supplies on loan to the Requesting Member, or faulty
workmanship or other negligent acts, errors or omissions by Requesting Member or the
Responding Member personnel.
The Requesting Member’s duty to indemnify is subject to, and shall be applied consistent with,
the conditions set forth in Article X.
ARTICLE X.
SIGNATORY INDEMNIFICATION
In the event of a liability, claim, demand, action, or proceeding of whatever kind or nature arising
out of a specified Period of Assistance, the Members who receive and provide assistance shall
have a duty to defend, indemnify, save and hold harmless all Non-Responding Members, their
officers, agents and employees from any liability, claim, demand, action, or proceeding of
whatever kind or nature arising out of a Period of Assistance.
ARTICLE XI.
WORKER’S COMPENSATION CLAIMS
The Responding Member is responsible for providing worker’s compensation benefits and
administering worker’s compensation for its employees. The Requesting Member is responsible
for providing worker’s compensation benefits and administering worker’s compensation for its
employees.
ARTICLE XII.
NOTICE
A Member who becomes aware of a claim or suit that in anyway, directly or indirectly,
contingently or otherwise, affects or might affect other Members of this Agreement shall provide
prompt and timely notice to the Members who may be affected by the suit or claim. Each
Member reserves the right to participate in the defense of such claims or suits as necessary to
protect its own interests.
ARTICLE XIII.
INSURANCE
Members of this Agreement shall maintain an insurance policy or maintain a self insurance
program that covers activities that it may undertake by virtue of membership in the Mutual Aid
and Assistance Program.
ARTICLE XIV.
CONFIDENTIAL INFORMATION
To the extent provided 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 Information disclosed under this Agreement. If any
Member, Associate Member, third party or other entity requests or demands, by
subpoena or otherwise, that a Member or Associate Member disclose any Confidential
Information disclosed under this Agreement, the Member or Associate Member shall
immediately notify the owner of the Confidential Information and shall take all
reasonable steps necessary to prevent the disclosure of any Confidential 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 XV.
EFFECTIVE DATE
This Agreement shall be effective after the Water and Wastewater Utility’s authorized
representative executes the Agreement The Statewide Committee Chair shall maintain a
master list of all members of the Mutual Aid Program.
ARTICLE XVI.
WITHDRAWAL
A Member may withdraw from this Agreement by providing written notice of its intent to
withdraw to the the Statewide Chair. Withdrawal takes effect 60 days after the appropriate
officials receive notice. Withdrawal from this Agreement shall in no way affect a Requesting
Member’s duty to reimburse a Responding Member for cost incurred during a Period of
Assistance, which duty shall survive such withdrawal.
ARTICLE XVII.
MODIFICATION
No provision of this Agreement may be modified, altered or rescinded by individual parties to the
Agreement. Modifications to this Agreement may be due to programmatic operational changes
to support the agreement, legislative action, creation of an interstate aid and assistance
agreement, or other developments. Modifications require a simple majority vote of Members
within each region and a unanimous agreement between the regions. The Statewide
Committee Chair must provide written notice to all Members of approved modifications to this
Agreement. Approved modifications take effect 60 days after the date upon which notice is sent
to the Members.
ARTICLE XVIII.
SEVERABILITY
The parties agree that 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 XIX.
PRIOR AGREEMENTS
This Agreement supersedes all prior Agreements between Members to the extent that such
prior Agreements are inconsistent with this Agreement.
ARTICLE XX.
PROHIBITION ON THIRD PARTIES AND ASSIGNMENT OF RIGHTS/DUTIES
This Agreement is for the sole benefit of the Members and no person or entity must have any
rights under this Agreement as a third party beneficiary. Assignments of benefits and
delegations of duties created by this Agreement are prohibited and must be without effect.
ARTICLE XXI.
INTRASTATE AND INTERSTATE MUTUAL AID AND ASSISTANCE PROGRAMS
To the extent practicable, Members of this Agreement shall participate in Mutual Aid and
Assistance activities conducted under the State of Oklahoma Intrastate Mutual Aid Law and the
Interstate Emergency Management Assistance Compact (EMAC).
Now, therefore, in consideration of the covenants and obligations set forth in this Agreement,
the Water and Wastewater Utility listed here manifests its intent to be a Member of the Intrastate
Mutual Aid and Assistance Program for Water and Wastewater Utilities by executing this
Agreement on this day.
