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AG 13-018RETURN TO: �� -� EXT: ,� ,.� �� CITY �F FEDERAL WAY LAW DEPARTMENT ROUTING FORM OR[GINATING DEPT/DIV: PUBLIC WORKS / ORIGINAI'ING STAFF PERSON: l�SL�GUAJ�I f#���� EXT: 7� V 3. DATE REQ. BY: /�{S�P � - TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT �. GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL 0 OTHER PROJECT NAME: (/N� C.-1i� � CALL ��D/� �DV Dl(71 NAME OF CONTRACTOR: Ti�S V�Y► �wrJ� W Lc.T� � ADDRESS: �. � • C�OX �'I � L � �� E-MaIL: � � SIGNATURE NAME: �c3�n �L.v [ .v.'S - � � �.- C..1 � TELEPHONE: TITLE: EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES O COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE # BL EXP. 12/31/ UBI # . EXP. / I_ TERM: COMMENCEMENT DATE:_, f l4/1i L� ZD%3 COMPLETION DATE: DN �'L�/✓�j' J� _� ' /� �,r.� ,� L.�1.�.r,� ° TOTAL COMPENSATION: $ f--t'L'�'('� X��-Y ,�Z%� I'�t-� �^ (INCLUDE EXPENSES AND SALES TAX, [F ANY) (IF CALCULATED ON HOURLY�tL O�R CHAR E- ATTACH�HEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY �PURCHASING: PLEASE CHARGE TO: yb) ^� I l�0 `�p _4 J"� �-I Z^�, �� X � 10. DOCUMENT / COPITRACT REVIEW ❑ PROJECT MANAGER }3(' DIVISION MANAGER fZ/�p�y.� DEPUTY DIRECTOR �Q DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) � LAW DEPT 11. COUNCIL APPROVAL �IF APPLICABLE� INITIAL / DATE REVIEWED / / � � r ,-.. • �� COMMTTTEE APPROVAL DATE: 12. CONTRACT �IGNATURE ROUTING �/, �� I� ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: � ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ LA.W DEPT ❑ SIGNATORY (MAYOR UR DIRECTOR �CITY CLERK � AsstGrrE� AG # (j�SIGNED COPY RETURNED ❑ RETURN ONE ORIGINAL «�, INITIAL / DATE SIGNED ���, L�-- �^ AG# -O F- DATE SENT: I'" � 1�'� 3 _ l/ INITIAL / DATE APPROVED COUNCIL APPROVAL DATE: H DATE REC'D: / V� ✓ /c�� �ECT %� Tf{� �� QF �I�K� �i�i� /�U/� %%CieO/� � l�II�L�G- FoQ �( f,�'��/icE /s" /.,�l,00d/s���2 June 28, 2017 From: Theresa Thurlow, SWM Manage To: Memo to File Subj: AG 13 -018 UULC 811 Call before you dig agreement Attachment: June 8, 2017 Memo to Legal requesting clarification In consultation with Mark Orthmann, City Attorney, it was decided that AG 13 — 018 does not require an amendment. While the Subscription Agreement that was renewed and executed January 16, 2013 had the incorrect Master Agreement referenced, the correct agreement - Amended and Restated Master Agreement for the Northwest One -Call Subsurface Warning System dated January 5 2012 - has been in effect since January 2013 when the Subscription Agreement was signed by all parties. Furthermore, under the terms of the agreement, the Master Agreement can be amended and restated by the UULC Committee at any time and will be adopted by all parties pursuant to Section 7 of the Master Agreement. This memo is to document the steps taken to replace the Master Agreement of 2004 reference in the subscription agreement of 2013 with the correct Master Agreement of 2012. June 8, 2017 From: Theresa Thurlow, SWM Manager To: Mark Orthman, City Attorney Via: Edward Walsh, Public Works Deputy Director Subj: AG 13 -018 UULC 811 Call before you dig agreement Mark, We are mandated by law to enter into 811 Call Before You Dig service agreement. This agreement was amended in 2013. Our 2013 signed agreement has the 2006 Master Agreement in the file. The 2006 Master Agreement has an expiration date of July 31, 2017. The 2012 Master Agreement is the one that is supposed to be in the file. It was updated in 2012 and has an expiration of July 2025. I called to get an amendment started this spring and Don Evans, our POC for UULC, told me it's not necessary. This is when I found out we have the wrong MSA in the file. Only the Subscription Agreement is a signed document. The Master Agreement has no signatures. As the Subscription Agreement is filed behind the 2006 MSA, I cannot tell if it was to be an attachment or not. When I found that we had the wrong one on file, I again asked what the process was for an amendment. Don Evans said that he has the correct Master Agreement with the 2013 Subscription Agreement so they don't need an amendment. I asked Clerk about three options: 1. Disregard 811's direction and do an amendment 2. Put a memo to file about the error and attach the correct Master Agreement. 3. Route for our internal signatures only, agreeing to the correct 2012 Master Agreement. 1 was told to consult Law Department. I have attached the 2013 MSA to this memo for your review. The 2013 has two significant differences, the change in expiration and the cost per locate. As far as I can tell, we've been paying the revised fee for the last 3 years, and UULC says we've been paying it since it went into effect in 2012. Please advise on how I should proceed. Thanks you AMENDED AND RESTATED MASTER AGREEMENT for The NORTHWEST ONE -CALL SUBSURFACE WARNING SYSTEM (a/k/a Utilities Underground Location Center and /or WA 811) Original Date of Master Agreement: April 1, 1986 Amended and Restated: April 1, 1993 Amended: January 1, 2002 April 15, 2004 Amended and Restated: October 1, 2005 Amended and Restated: January 5, 2012 12282- 0001/L EGAL 21764280.1 CONTENTS Section 1. Definitions 1 1.1 Specified Definitions 1 1.2 Cross - References to Additional Definitions. 5 Section 2. Performance of the Service 5 2.1 General 5 2.2 Authority of the Committee 5 2.3 Contracts 6 2.4 Committee Policies, Etc. 6 2.5 Equal Opportunity Compliance 7 Section 3. The Committee 7 3.1 Composition 7 3.2 Voting for Committee Members 7 3.3 Regular Elections of Committee Members 8 3.4 Special Elections of Committee Members 9 3.5 Term of Committee Members 10 3.6 Committee Meetings 11 3.7 Manner of Acting by the Committee 12 3.8 Duties of Committee Members 13 3.9 Removal of Committee Members 13 Section 4. Payment and Allocation of Common Costs 14 4.1 Establishment of Charges 14 4.2 Charges Based on Common Costs 14 4.3 MASTER AGREEMENT 12282- 0001/LEGAL21764280.1 Common Costs in Excess of Revenues 14 PAGE 4.4 Bank Accounts 15 4.5 Books and Records of Common Costs 15 4.6 Other Committee Records 15 Section 5. The Parties 16 5.1 Additional Parties 16 5.2 Termination of Participation 16 5.2.1 Voluntary Withdrawal 16 5.2.2 Other Termination 16 5.3 Utility Group Assignment 17 5.4 Annual Meeting 17 Section 6. Dispute Resolution and Committee Review 18 6.1 Procedure for Dispute Resolution 18 6.2 Exception 19 Section 7. Administrative Procedures 19 7.1 Application 19 7.2 Procedures 19 Section 8. Relationship of the Parties 20 8.1 No Partnership 20 8.2 The Contractor 20 8.3 No Third Party Beneficiaries 21 8.4 No Dedication of Facilities 21 8.5 Several Obligations 21 8.6 Tax Exempt Status 22 MASTER AGREEMENT 11 12282- 0001/LEGAL21764280.1 Section 9. Miscellaneous 22 9.1 Excused Performance 22 PAGE 9.2 Communications 22 9.2.1 Directed to a Party 22 9.2.2 Directed to the Committee 23 9.3 Entire Agreement 23 9.4 Amendment 23 9.5 Implementation 23 9.6 Nonwaiver 23 9.7 Severability 23 9.8 Headings 23 9.9 Governing Law 24 9.10 Forum Selection 24 9.11 Successors and Assigns 24 9.12 Disposition of Assets at the End of the Term 24 9.13 Effective Date 24 MASTER AGREEMENT 12282- 0001/LEGAL21764280.1 PAGE 111 Amended and Restated Master Agreement for The Northwest One -Call Subsurface Warning System This Agreement, dated as of January, 5 2012, amends and restates in its entirety the Master Agreement for the Northwest One -Call Subsurface Warning System, dated as of August 1, 1986. The Parties on the date of this Agreement are identified in the list that is set forth (or obtained in the manner specified) in the attached Exhibit A. Recitals A. Each Party owns, operates or conducts activities affecting subsurface utility facilities (including, but not necessarily limited to, any electric, gas, telephone, water, sewer, cable television or communications distribution system). B. Each Party desires to protect its subsurface utility facilities from damage, interruption or interference by anyone who intends to excavate, drill, blast or perform other work that might disturb the surface or subsurface of the earth. C. In order to help protect their respective subsurface utility facilities, the Parties have established a one -call location service by which anyone who intends to dig, excavate, drill, blast or perform other work that might disturb the surface or subsurface of the earth where subsurface utility facilities are located may call a single telephone number to notify the Parties that may be affected by the proposed work and seek such Parties' assistance in locating their respective subsurface utility facilities. D. The Parties desire to develop formal procedures for the creation of a committee to administer this Agreement and the contract between the committee and a third -party contractor who shall perform the one -call location service for the benefit of the Parties. Agreement The Parties therefore agree as follows: Section 1. Definitions 1.1 Specified Definitions Whenever used in this Agreement with initial letters capitalized, the following terms shall have the following specified meanings, unless the context clearly requires a different meaning: MASTER AGREEMENT PAGE 1 12282-0001/LEGAL 21764280.1 1.1.1 "Annual Meeting" means an annual meeting of the Parties pursuant to Section 5.4. 1.1.2 "Committee" means the committee described in Section 3 and "Committee Chair" shall mean the member of the Committee selected by a vote of the Committee to serve as the "Operating Committee Chair." 1.1.3 "Common Costs" means those costs reasonably incurred by the Parties or any one or more of them in connection with the Service, but only if and to the extent that such costs are included in a budget or otherwise authorized or approved by the Committee as "Common Costs" under this Agreement. Common Costs may include, but are not necessarily limited to, the following: (a) payroll and related personnel costs to perform the Service (including: salaries; wages; costs of fringe benefits such as retirement benefits, employee insurance and allowances for sick leave, holidays and vacations; social security, unemployment and other employer taxes; and premiums for workers' compensation and employer's liability insurance); (b) costs of office space, facilities, equipment, materials, services and other items used, consumed or incorporated in the performance of the Service; (c) costs of consultants, contractors and suppliers furnishing goods, services and other items for performance of the Service (including, but not limited to, compensation payable to the Contractor); (d) attorneys', accountants', and other professional fees incurred in connection with performance of the Service (including, but not limited to, the costs of any audit of the Common Costs performed pursuant to Section 4.5); (e) sales, use, property and other taxes which are imposed by any governmental authority in connection with performance of the Service (other than any taxes imposed upon or measured by the income, revenues or receipts of any Party); (f) costs of permits, licenses and other governmental authorizations required to perform the Service; and (g) costs (including, but not limited to, attorneys' fees) incurred to defend, compromise, settle and satisfy claims of third parties against the Parties or any one or more of them arising out of the performance of the Service, if and to the extent not covered by insurance or the indemnity in Section 8.5(c). 1.1.4 "Contractor" means the Person engaged from time to time by the Committee pursuant to Section 2.2(a) to perform the Service. The Contractor MASTER AGREEMENT PAGE 2 12282- 0001/LEGAL21764280.1 on the date of this Agreement is One Call Concepts. 1.1.5 "Executive Administrator" means the Person engaged as an independent contractor from time to time by the Committee pursuant to Section 2.2(a) to serve as an "Executive Administrator" (or like title established by the Committee) of the cost - sharing organization established by this Agreement and to perform such leadership, business and administrative services as are specified by the Committee. 1.1.6 "Fiscal Period" means the fiscal period adopted from time to time by the Committee for budgeting, financial statement, accounting and other financial purposes with regard to the Service. On the date of this Agreement, the Fiscal Period is the twelve -month period commencing on August 1 of one year and ending on July 31 of the next year. 1.1.7 "Montana Representative" means the Person engaged as an independent contractor from time to time by the Committee pursuant to Section 2.2(a) to perform such roving customer service related services with respect to the Service in the State of Montana as are specified by the Committee. 1.1.8 "One -Call Office" means an office from which the Service is performed. On the date of this Agreement, the One -Call Office is located at 415 SE Ankeny Street, Portland, Oregon 97214 -1471. The Committee may at any time establish one or more additional One -Call Offices or change the location of any OneCall Office. 1.1.9 "Person" means any corporation, partnership, trust, governmental authority, individual or any other person or entity. 1.1.10 "Service" means a one -call location service by which a Person who intends to dig, excavate, drill, blast or perform other work that might disturb the surface or subsurface of the earth where the subsurface utility facilities of one or more of the Parties may be located may call a single telephone number to notify the Parties that may be affected by the proposed work and seek such Parties' assistance in locating their respective subsurface utility facilities (e.g. by marking the surface above where the subsurface facilities are located). The Service includes, but is not necessarily limited to, the following: (a) the Contractor's receipt of a telephone call from a Person intending to dig, excavate, drill, blast or perform other work that might disturb the surface of the earth; (b) the Contractor's determining the location of the intended work (e.g., as being within or near the Service Area of any Party or Parties); and (c) the Contractor's notifying such Party or Parties of the location of PAGE 3 MASTER AGREEMENT 12282- 0001/LEGAL21764280.1 the intended work; all so that the Person intending to perform such work may seek the Parties' assistance in locating its subsurface utility facilities (e.g., by marking the surface above where the subsurface facilities are located). 1.1.11 "Service Area" means the geographical area to which the Service applies. The Service Area of a Party includes all areas in which such Party's subsurface utility facilities are located, as identified by such Party to the Contractor (e.g., in regularly updated maps showing the boundaries of the area in which a Party's subsurface utility facilities are located). 1.1.12 "Subscription Agreement" means the document, in such form and content as may be prescribed from time to time by the Committee, by which a Person becomes a "Party" under this Agreement. The form of Subscription Agreement prescribed by the Committee on the date of this Agreement is attached as Exhibit B. 1.1.13 "Term" means the period commencing with the date of this Agreement and ending upon the first of the following to occur: (a) July 31, 2025; (b) the date upon which the last of the Parties withdraws as a Party pursuant to Section 5.2.1; or (c) the effective date of any termination of this Agreement by the Committee pursuant to Sections 2.2(g) and 3.7.2(c). 1.1.14 "Uncontrollable Forces" means any cause or condition beyond the control of any Party delaying or failing to perform its obligations under this Agreement, which cause or condition such Party is unable to overcome or have prevented by the exercise of reasonable diligence. Uncontrollable Forces may include, but are not necessarily limited to, acts of God, acts of the elements, fires, winds, floods, explosions, strikes, sabotage, insurrections, riots, acts of the public enemy, failures of equipment, inabilities to obtain or ship materials or equipment, acts of civil or military authority (including court orders, injunctions and orders of government authorities prohibiting performance as required by this Agreement or permitting such performance only subject to unreasonable conditions), and failures of governmental authorities to timely act (including any failures to issue permits, licenses or other required governmental authorizations). 1.1.15 "Utility Group" means a group of Parties recognized by the Committee as having unique, common and similar interests for purposes of nominating and electing one representative to serve on the Committee. The MASTER AGREEMENT PAGE 4 12282- 0001/LEGAL21764280.1 Committee may from time to time make changes in the number, nature or classification of Utility Groups by action taken in accordance with Section 7. The Utility Groups on the date of this Agreement are set forth in the attached Exhibit C. 1.2 Cross - References to Additional Definitions. Whenever used in this Agreement with initial letters capitalized, the following terms shall have their respective meanings specified elsewhere in this Agreement: Term First Party Party Participating Party Reference Section 8.5(c) Introduction Section 6 Section 2. Performance of the Service 2.1 General The Parties shall provide for the performance of the Service by the Contractor for the benefit of all Parties in their respective Service Areas throughout the Term. The Service shall be provided by the Contractor for the benefit of the Parties under the trade name "Washington 811" or such other trade name(s) as may be adopted from time to time by the Committee for all or a given portion of the Service Area. 2.2 Authority of the Committee The Committee shall have the power and authority to do the following on behalf of the Parties: (a) enter into, perform and administer one or more contracts with (i) the Contractor for the Contractor's performance of the Service, (ii) the Executive Administrator for the performance of the leadership, business and administrative services specified by the Committee, and (ii) the Montana Representative for the performance of the customer service related services specified by the Committee with respect to the Service in the State of Montana; provided that no such contract shall be for a period in excess of five (5) years; (b) incur Common Costs; (c) adopt and amend policies, procedures, guidelines, rules and requirements for the implementation of the Service and this Agreement; (d) render interpretations, constructions and clarifications of this Agreement; (e) establish procedures for the determination, billing, payment and collection of charges for use of the Service, any surcharge under Section 4.3 and any other amounts payable under this Agreement; MASTER AGREEMENT PAGE 5 12282- 0001/L EGAL 21764280.1 (f) establish, and delegate any authority of the Committee to, any subcommittee of the Committee; (g) (h) terminate the Term; remove a Committee member pursuant to Section 3.9.2; and (i) take such other action (including, but not limited to, the execution, acknowledgment and delivery of documents) as the Committee may deem necessary or appropriate to provide for the Service, perform its obligations under this Agreement and otherwise implement the Service and this Agreement. 2.3 Contracts Any contract with the Contractor or other Person entered into by the Committee for the Parties shall be executed in the name of "One -Call Operating Committee" or a substantially similar name and shall be signed by at least two (2) Committee members authorized by the Committee to sign the applicable contract. 2.4 Committee Policies, Etc. Any policies, procedures, guidelines, rules, requirements, or amendments adopted by the Committee pursuant to Section 2.2(c), any interpretations, constructions, or clarifications of this Agreement rendered by the Committee pursuant to Section 2.2(d) and any procedures established by the Committee pursuant to Section 2.2(e) shall be consistent with the provisions of this Agreement and applicable law and shall be binding upon each Party. Further, each Party shall: (a) furnish, operate and maintain telephone, teleprinter, facsimile, computer (together with associated devices for transmitting and receiving email, internet and other electronic communications) and other equipment required to interface such Party with the Service; (b) cooperate and coordinate with, and furnish information to, the Committee and the Contractor as required for the implementation of the Service and this Agreement; (c) promptly and courteously respond to any request, received by such Party through the Service, for location of such Party's subsurface utility facilities; and (d) pay before delinquency all charges and other amounts payable by it for use of the Service when the validity of such charges or amounts have not been appealed pursuant to Section 6 or, if so appealed, when such charges or amounts have been finally determined payable by the Committee. MASTER AGREEMENT PAGE 6 12282- 0001/LEGAL21764280.1 2.5 Equal Opportunity Compliance Each Party shall comply with Executive Order No. 11246, the Rehabilitation Act of 1973 and the Vietnam Era Veterans' Readjustment Assistance Act of 1972 and all of the orders, rules and regulations promulgated thereunder (including, but not limited to, 41 C.F.R. Section 60 -1, 41 C.F.R. Section 60 -250 and 41 C.F.R. Section 60 -741), all as the same may have been or may be amended. The "equal opportunity clause" of 41 C.F.R. Section 60 -1.4, the "Affirmative Action Obligations for Disabled Veterans and Veterans of the Vietnam Era" clause of 41 C.F.R. Section 60 -250.4 and the "Affirmative Action for Handicapped Workers" clause of 41 C.F.R. Section 60 -741.4 are incorporated herein by this reference. Each Party certifies that segregated facilities (within the meaning of 41 C.F.R. Section 60 -1.8) are not and will not be maintained or provided for its employees and that it will not permit its employees to work at any location under its control where segregated facilities are maintained. Each Party shall obtain a similar certification from other parties as required by 41 C.F.R. Section 60 -1.8. This section shall apply only if and to the extent required by applicable law. Section 3. The Committee 3.1 Composition 3.1.1 The Committee shall be composed of as many members as there are Utility Groups. 3.1.2 A Committee member shall designate an alternate by giving written notice of such designation to the other Committee members and may, once designated, replace the alternate by giving written notice of the replacement to the other Committee members. Each alternate designated, either initially or as a replacement, must be approved by a vote of the Committee. The alternate designated by a Committee member and approved by the Committee may vote and otherwise act in the place of such Committee member in the Committee member's absence. The role of the alternate is to attend meetings and events regularly and work in coordination with her or his Committee member to ensure that the alternate is current on the matters then before the Committee and can act efficiently and expeditiously in the Committee member's absence. Each such alternate may, with the prior approval of the Committee Chair, participate in discussions at Committee meetings and serve on subcommittees of the Committee. 3.1.3 The names, addresses and telephone numbers of the Committee members on the date of this Agreement are listed in the attached Exhibit D. 3.2 Voting for Committee Members MASTER AGREEMENT PAGE 7 12282- 0001/LEGAL21764280.1 The Parties included in each Utility Group shall be entitled to elect one Committee member to represent the Utility Group on the Committee. In any such election (i.e., pursuant to Section 3.3 or 3.4 below), each Party shall be entitled to cast one vote for each dollar paid by such Party pursuant to Section 4 for such Party's use of the Service during the prior Fiscal Year, excluding: (a) any interest, late payment charges, costs or other amounts paid by such Party on account of any failure to pay any other amount when due; and (b) any amount paid after the due date for nominations specified pursuant to Section 3.3.2 or 3.4.2, as the case may be. 3.3 Regular Elections of Committee Members 3.3.1 Prior to each Annual Meeting, the Committee shall conduct a regular election pursuant to this Section 3.3 to elect successors for those Committee members whose terms expire at that Annual Meeting. 3.3.2 At least sixty (60) days prior to any Annual Meeting when the term of any Committee member expires, the Committee shall send to the Parties included in each Utility Group represented by a Committee member to be elected a written solicitation of nominations for the Committee member to represent such Utility Group for the following term. Such solicitation shall specify the date determined by the Committee as the due date by which nominations must be received by the Committee. Any Party may nominate a candidate for election as the Utility Group's Committee member by giving the Committee written notice of the nomination prior to the due date specified in the Committee's solicitation of nominations or by any other means approved by the Committee. 3.3.3 At least thirty (30) days prior to any Annual Meeting when the term of any Committee member expires, the Committee shall send to the Parties included in each Utility Group represented by a Committee member to be elected: (a) a written ballot including all of the candidates nominated for such Committee member's position pursuant to Section 3.3.2; (b) a copy of any resume, statement or other materials furnished by the nominating Party or the candidate regarding the qualifications of the candidate, provided that the Committee may exclude any materials that it deems to be inappropriate, unreasonable or too expensive to copy and send; (c) a statement of the number of votes that each Party in the Utility Group is entitled to cast in the election; and (d) a statement of the date determined by the Committee as the due MASTER AGREEMENT PAGE 8 12282- 0001/LEGAL21764280.1 date by which completed ballots must be received by the Committee. 3.3.4 The candidate receiving a majority of the votes cast by Parties in the Utility Group shall be elected as the Committee member for such Utility Group effective as of the Annual Meeting for which the election is held. If no candidate receives a majority of the votes cast, then the Committee shall conduct a special election for the applicable Committee member position, but only those two (2) candidates receiving the most votes in the regular election under this Section 3.3 shall be candidates in the special election. 3.4 Special Elections of Committee Members 3.4.1 The Committee shall conduct a special election upon the occurrence of any of the following events: (a) in a regular election under Section 3.3 or a special election under this Section 3.4, no candidate receives a majority of the votes cast by the Parties in the applicable Utility Group; (b) a Utility Group does not have a representative on the Committee; (c) a Committee member's term terminates pursuant to Section 3.5.4(a) or (b); (d) a written request for removal of a Committee member is submitted to the Committee by the required number of votes of the Parties in the Committee member's Utility Group pursuant to Section 3.9.1; or (e) _the Committee votes for removal of a Committee member for cause pursuant to Section 3.9.2. 3.4.2 Promptly after the occurrence of any event described in Section 3.4.1(b), (c), (d) or (e), the Committee shall send to the Parties included in the Utility Group represented by the Committee member in question a written solicitation of nominations for the Committee member to represent such Utility Group for the balance of such Committee member's remaining term. Such solicitation shall specify the date determined by the Committee as the due date by which nominations must be received by the Committee. Any Party may nominate a candidate for election as the Utility Group's Committee member by giving the Committee written notice of the nomination prior to the due date specified in the Committee's solicitation of nominations or by any other means approved by the Committee. 3.4.3 At least thirty (30) days prior to the due date specified pursuant to (d) below, the Committee shall send to the Parties included in the MASTER AGREEMENT PAGE 9 12282-0001/LEGAL 21764280.1 applicable Utility Group: (a) a written ballot including all of the candidates nominated for the Committee member position pursuant to Section 3.4.2 or, in the case of a special election under Section 3.4.1(a), the two (2) candidates receiving the most votes in the prior regular or special election, as applicable; MASTER AGREEMENT PAGE 10 12282- 0001/L E G AL 21764280.1 (b) a copy of any resume, statement or other materials furnished by the nominating Party or the candidate regarding the qualifications of the candidate, provided that the Committee may exclude any materials that it deems to be inappropriate, unreasonable or too expensive to copy and send; (c) a statement of the number of votes that each Party in the Utility Group is entitled to cast in the election; and (d) a statement of the date determined by the Committee as the due date by which completed ballots must be received by the Committee. 3.4.4 The candidate receiving a majority of the votes cast by Parties in the Utility Group shall be elected as the Committee member for such Utility Group effective as of the date when the Committee notifies the applicable Utility Group of the results of the election. If no candidate receives a majority of the votes cast, then the Committee shall conduct another special election for the applicable Committee member position, but only those two (2) candidates receiving the most votes in the prior special election under this Section 3.4 shall be candidates in the special election. 3.5 Term of Committee Members 3.5.1 The term of any Committee member elected pursuant to Section 3.3 or 3.4 shall commence on the effective date of his or her election. 3.5.2 Subject to extension as provided for in Section 3.5.3 and to earlier termination pursuant to Section 3.5.4: (a) the term of each Committee member listed in the attached Exhibit D shall expire on the date of the Annual Meeting in the year specified in the attached Exhibit D; (b) the term of each Committee member elected pursuant to Section 3.3 that commences as of any given Annual Meeting shall expire at the third Annual Meeting after the commencement of his or her term; and (c) the term of each Committee member elected pursuant to Section 3.4 (excluding any special election under Section 3.4.1(a) arising out of a regular election) shall expire upon the expiration of the remaining balance of the term of any such Committee member's predecessor. 3.5.3 In the event a special election is conducted pursuant to Section 3.3.4 to elect a successor for a Committee member whose term would otherwise expire under Section 3.5.2, the term of such Committee member shall be extended pending completion of the special election and shall expire on the commencement date of the term of his or her successor. MASTER AGREEMENT PAGE 11 12282- 0001/L EGAL 21764280.1 3.5.4 The term of any Committee member shall terminate prior to the expiration of his or her term pursuant to Section 3.5.2 upon the occurrence of any of the following events: (a) the death of the Committee member; (b) the Committee member resigns by giving the Committee written notice of such resignation; (c) a successor is elected pursuant to Section 3.4.1(d) following a written request submitted by the required number of votes of the Parties in the Committee member's Utility Group; or (d) a successor is elected pursuant to Section 3.4.1(e) following a vote of the Committee to remove the Committee member for cause. 3.6 Committee Meetings 3.6.1 The Committee shall have regular meetings as determined by the Committee, but not less than once in each calendar quarter. The Committee shall give all Parties reasonable advance written notice of the time and place of its regular meetings (e.g., by publication of the schedule for regular meetings in a newsletter, on a website accessible to all Parties or in other materials distributed to all Parties). 3.6.2 The Committee shall have special meetings as determined by the Committee. Further, any two (2) or more Committee members may call a special meeting of the Committee by giving all other Committee members notice thereof at least five (5) business days in advance of the meeting. The Committee shall use reasonable efforts to give all Parties reasonable advance notice of any special meetings of the Committee whenever practicable in the circumstances, taking into account the time permitted, costs of the notice, the agenda of the meeting and other pertinent factors. 3.6.3 The Committee shall, at the direction of the Committee Chair, schedule and hold an annual training meeting either separate from or in conjunction with one of the regular meetings of the Committee. The Committee shall give all Parties reasonable advance written notice of the time and place of its training meetings (e.g., by publication of the schedule for training meetings in a newsletter, on a website accessible to all Parties or in other materials distributed to all Parties). The training meetings may include, without limitation, required annual training and continuing education training for Committee members and their designated alternates. 3.6.4 All meetings of the Committee shall be held at the One -Call Office or at such other place as may be determined by the Committee. Presence at a meeting by the Committee member or such member's designated alternate shall constitute a waiver by that Committee member of notice of the meeting and any objection to the MASTER AGREEMENT PAGE 12 12282- 0001/LEGAL21764280.1 place of the meeting. 3.6.5 Minutes shall be kept of each Committee meeting and provided to all Committee members. Each Party shall have access to the minutes of any Committee meeting and the right to examine and copy the same at its own expense during normal business hours at the One -Call Office upon reasonable advance notice to the Committee. 3.6.6 Any Party may attend and observe any Committee meeting. 3.7 Manner of Acting by the Committee 3.7.1 The Committee may act by adoption pursuant to vote taken at a meeting of the Committee in accordance with Section 3.7.2 or by written instrument signed by all of the Committee members. 3.7.2 On each matter put to a vote of the Committee, each Committee member shall be entitled to cast one (1) vote. Any matter put to a vote of the Committee shall be deemed adopted by the Committee upon receiving the affirmative vote of a majority of the total number of Committee members present, except as otherwise specified in this Agreement and except that all of the following shall require the affirmative vote of at least two- thirds of the total number of Committee members for adoption: (a) any change in the Fiscal Period; (b) any change in the location of the One -Call Office; (c) termination of the Term pursuant to Section 2.2(g); (d) any change in the number, nature or classification of Utility Groups under Section 1.1.15; (e) any change in the charges for use of the Service pursuant to Section 4.1; (f) the authorization or approval of any costs as Common Costs (including, but not limited to, the approval of any budget of the estimated Common Costs to be incurred to provide the Service during any Fiscal Period); (g) the imposition of any surcharge pursuant to Section 4.3(b); (h) the termination of any Party's participation in the Service pursuant to Section 5.2.2; (i) the selection of the Contractor, Executive Administrator and the MASTER AGREEMENT PAGE 13 12282- 0001/LEGAL21764280.1 Montana Representative, the terms of any contract between the Contractor, Executive Administrator, Montana Representative or any other Person and the Committee and any extension or amendment of any such contract; (j) the authorization of any Person, or the delegation of any authority (e.g., by appointment of an agent or otherwise), to enter into any contract on behalf of the Parties with regard to implementation of the Service or this Agreement; (k) the establishment, and delegation of any authority of the Committee to, any subcommittee of the Committee; (1) the adoption or amendment of any policy, procedure, guideline, rule or requirement pursuant to Section 2.2(c); (m) the rendering of any interpretation, construction or clarification of this Agreement pursuant to Section 2.2(d); (n) the establishment of procedures for the determination, billing, payment and collection of charges for use of the Service, any surcharge under Section 4.3 and other amounts payable under this Agreement pursuant to Section 2.2(e); (o) the establishment of any sinking funds or reserves (other than reasonable reserves for working capital in the ordinary course of performing the Service) for contingencies and other purposes in connection with performance of the Service; (p) the adoption of any new or different tradename(s) for the Service for all or any given portion of the Service Area under Section 2.1; (q) the removal of a Committee member by the Committee pursuant to Section 3.9.2; and (r) any amendment of this Agreement pursuant to Section 9.4. 3.8 Duties of Committee Members Each Committee member shall have an on -going duty and responsibility during the term of such Committee member's service to (a) actively participate in the work of the Committee (including, without limitation, as part of any subcommittee to which the Committee member is assigned), (b) act at all times in the best interests of the Committee and the Parties in the Committee member's Utility Group, and (c) show due care and attention to the work of the Committee. Without limiting the generality of the foregoing, each Committee member will comply with all training, participation and other requirements set forth in any applicable policy or procedure adopted by the MASTER AGREEMENT PAGE 14 12282- 0001/L EGAL 21764280.1 Committee relating to participation by Committee members on the Committee. 3.9 Removal of Committee Members 3.9.1 The Parties entitled to cast twenty -five percent (25 %) or more of the votes entitled to be cast by all of the Parties included in a Utility Group may sign and deliver to the Committee a written request for a special election to remove their existing Committee member and elect a successor. Following receipt of such request, the Committee will conduct a special election pursuant to Section 3.4.1(d). 3.9.2 The Committee may remove a Committee member for cause, including, without limitation, based on any determination by the Committee that the Committee member has failed to perform his or her duties as described in Section 3.8 and/or has failed to comply with the requirements set forth in any applicable policy or procedure adopted by the Committee relating to participation by Committee members. Following a vote of the Committee for removal of a Committee member hereunder, the Committee will conduct a special election pursuant to Section 3.4.1(e). 3.9.3 The rights set forth in this Section 3.9 are not exclusive and are not intended to, and shall not, limit any other process, procedure or action to remove a Committee member that is permitted by contract or applicable law. Section 4. Payment and Allocation of Common Costs 4.1 Establishment of Charges The Committee shall establish charges for use of the Service. Such charges shall be fair, reasonable and nondiscriminatory. The Committee may establish different charges for different classes of users; provided that there is a reasonable basis for distinguishing different classes of users and for establishing different charges for different classes. Such charges are presently assessed only against the Parties; however, the Committee may, in its discretion, assess charges for use of the Service by others. Subject to the procedures outlined in Section 7, the Committee may at any time change the charges effective for the Service provided during any Fiscal Period. 4.2 Charges Based on Common Costs All revenues received from charges for use of the Service shall be applied toward payment of the Common Costs. At least ninety (90) days prior to the commencement of each Fiscal Period, the Committee shall approve a budget of the estimated Common Costs to be incurred to provide the Service during such Fiscal Period. For each Fiscal Period, the Committee shall endeavor to establish charges designed to produce revenues sufficient to pay all of the Common Costs for such Fiscal Period. MASTER AGREEMENT PAGE 15 12282- 0001/LEGAL21764280.1 4.3 Common Costs in Excess of Revenues If, at the close of any Fiscal Period, the Common Costs exceed the revenues received from charges for the Parties' use of the Service, the Committee may: (a) pay the excess during the next or succeeding Fiscal Periods (e.g., through charges for use of the Service in such later Fiscal Periods); (b) impose and collect from each Party a one -time surcharge equal to the total excess amount multiplied by a fraction, the numerator of which is the total charges properly payable by such Party for use of the Service during the relevant Fiscal Period and the denominator of which is the total charges properly payable by all Parties for use of the Service during the same Fiscal Period; or (c) pay the excess out of any outstanding reserves or excess revenues from prior Fiscal Periods. Any surcharge under (b) above shall not constitute or be deemed to constitute a change in the charges under Section 4.1 and shall not be subject to the procedures set forth in Section 7. Each Party shall pay such surcharge within sixty (60) days after the date of the invoice therefor or such larger period of time as may be specified by the Committee. 4.4 Bank Accounts All revenues received on account of the Service shall be deposited in such bank account or accounts at such bank or banks as shall be selected from time to time by the Committee. All drafts, checks, bills and cash which may from time to time be received on account of the Service shall be deposited immediately in such account or accounts in the same form in which they are received. 4.5 Books and Records of Common Costs The Committee shall provide for a complete and accurate set of books and records of the Common Costs. Such books and records shall be kept in accordance with generally accepted accounting practices applied in a consistent manner, correctly reflecting all transactions involving Common Costs. Unless otherwise directed by the Committee, such books and records shall be maintained on the cash basis. Such books and records shall be kept at the One -Call Office or such other location as may be specified by the Committee. Each Party shall have access to such books and records and the right to examine, copy and audit the same at its own expense during normal business hours upon reasonable advance notice to the Committee. The Committee shall cause such books and records to be audited not less frequently than annually by an independent certified public accountant selected by the Committee. The MASTER AGREEMENT PAGE 16 12282- 0001/L EGAL 21764280.1 Committee shall provide each Party with certified financial statements for each Fiscal Period (including, but not necessarily limited to, a balance sheet and a statement of results for the Fiscal Period) promptly after the end of such Fiscal Period. 4.6 Other Committee Records All other records of the Committee relating to this Agreement (including, but not limited to, copies of all written contracts with the Contractor or any other Person entered into by the Committee) shall be kept at the One -Call Office or such other location as may be specified by the Committee. Each Party shall have access to such records and the right to examine, copy and audit the same at its own expense during normal business hours upon reasonable advance notice to the Committee. Section 5. The Parties 5.1 Additional Parties Any Person that owns or operates subsurface utility facilities (including, but not necessarily limited to, any electric, gas, telephone, water, cable television or communications distribution system) within the Service Area may become a Party upon execution of a Subscription Agreement and acceptance of such Subscription Agreement by the Committee. The Committee shall not unreasonably withhold or delay its acceptance of any Subscription Agreement tendered for acceptance. 5.2 Termination of Participation 5.2.1 Voluntary Withdrawal Any Party may withdraw as a Party: (a) effective upon the expiration of not less than one hundred twenty (120) days after such Party gives the Committee written notice of such withdrawal; (b) effective as of the effective date of any increase in the charges payable by such Party for use of the Service made by the Committee pursuant to Section 4.1 (e.g., excluding any increase or surcharge pursuant to Section 4.3), provided that such Party gives the Committee written notice of the withdrawal at least forty -five (45) days prior to the effective date of the increase; or (c) effective as of the effective date of any amendment of this Agreement made by the Committee pursuant to Section 9.4, provided that such Party gives the Committee written notice of such withdrawal prior to the expiration of thirty (30) days after the effective date of the amendment. MASTER AGREEMENT PAGE 17 12282- 0001/LEGAL21764280.1 No withdrawal pursuant to this section shall relieve or release any Party from any of its obligations with respect to charges accrued, Common Costs incurred or any other liability accrued or incurred prior to the effective date of such withdrawal. 5.2.2 Other Termination In the event of any material breach of or default under this Agreement (including, without limitation, any refusal or failure to pay when due any charges for use of the Service, any surcharge under Section 4.3 or any other amount payable under this Agreement) by any Party, the Committee may terminate such Party's participation in the Service and rights under this Agreement as follows: (a) A Notice of Termination shall be sent to the Party by first -class mail, postage prepaid, and shall include (i) a statement outlining the reason(s) for such termination, (ii) the effective date of such termination, (iii) the action the Party must take to cure the stated breach or default, and (iv) notice of the Party's right to have the Committee review the Notice of Termination pursuant to Section 6. (b) The actual termination of a Party's participation in the Service shall take place, if at all, not less than thirty (30) days after the Notice of Termination is placed in the mail addressed to such Party and only if the breach or default is not cured prior to the expiration of such thirty (30) day period. (c) The Committee shall not be required to give the Party any warning or notice of the ordered termination other than the Notice of Termination. (d) If the Party disputes any termination under this Section 5.2.2, the Party may submit the dispute for review and resolution under Section 6 by giving the Committee written notice thereof prior to the time and date termination is scheduled to occur, as specified in the Notice of Termination. If the Party timely disputes the termination, actual termination will be stayed pending completion of the procedures under Section 6. Termination pursuant to this section shall not relieve or release any Party from any of its obligations with respect to charges accrued, Common Costs incurred or any other liability accrued or incurred prior to the effective date of such termination. 5.3 Utility Group Assignment Each Party shall select and be assigned to one (1) Utility Group at the time of submittal and acceptance of its Subscription Agreement. Exhibit A lists (or specifies the means for obtaining a list of) the Parties on the date of this Agreement by Utility Group. Parties eligible to participate in multiple Utility Groups may be assigned to MASTER AGREEMENT PAGE 18 12282- 0001/L EGAL 21764280.1 only one (1) Utility Group at any time. Such Parties may change their Utility Group assignment by giving written notice to the Committee; provided that such change shall be effective as of the next Annual Meeting falling at least forty -five (45) days after the Committee's receipt of the Party's written notice. 5.4 Annual Meeting An annual meeting of the Parties shall be held on the third Friday in September of each year at 9:00 a.m. at the One -Call Office (or on such other date and at such other time or place as the Committee may direct) for the purpose of electing Committee members and transacting such other business as may properly come before the meeting. If the Committee directs a date, time or place for the annual meeting that is different from that set forth above, the Committee shall give all Parties at least ninety (90) days' advance notice of the date, time and place for the annual meeting (e.g., by publication of the date, time and place for the annual meeting in a newsletter, on a website accessible to all Parties or in other materials distributed to all Parties). Section 6. Dispute Resolution and Committee Review 6.1 Procedure for Dispute Resolution Except as otherwise provided in Section 6.2, any controversy or dispute between the Parties, or any one or more of them, or between a Party and the Contractor arising under this Agreement and any request for Committee review of an issue or dispute that is specifically authorized under any provision of this Agreement or document adopted pursuant to this Agreement shall be heard and resolved by the Committee as follows: (a) A Party seeking Committee review shall send a written Notice of Request for Committee Review to the Committee and to each Party involved in the issue, controversy or dispute (a "Participating Party "). Unless a shorter period of time is specified elsewhere in this Agreement or in any document adopted pursuant to this Agreement, such notice must be received by the Committee within ninety (90) days after the occurrence of the event(s) giving rise to the issue, controversy or dispute in question. (b) The Notice of Request for Committee Review shall set forth in reasonable detail (i) the reason(s) for the request, (ii) the identity of each Participating Party, and (iii) any demand for a formal hearing before the Committee. (c) Within fifteen (15) days after the Notice of Request for Committee Review is sent, each Participating Party (including the Party who initiated the review process) shall set forth in writing a statement of its position and submit MASTER AGREEMENT PAGE 19 12282- 00011LEGAL21764280.1 such statement to the Committee and to each of the other Participating Parties, if any. (d) Within fifteen (15) days after receipt of a Participating Party's statement of position, any other Participating Party may submit to the Committee and to each other Participating Party a written response to that statement. (e) If demanded by the requesting Party in its Notice of Request for Committee Review, demanded by any other Participating Party in its position statement, or on the Committee's own initiative, a hearing will be held within thirty (30) days after the end of the fifteen (15) day response period set forth in section (d) above. In that event, the Committee shall send a Notice of Hearing to each Participating Party at least fifteen (15) days prior to the date of the scheduled hearing. (f) At the hearing before the Committee, if any, each Participating Party shall be entitled to (i) present all relevant evidence, (ii) question any witness called by the Committee or any other Participating Party, (iii) give an oral statement of its position, and (iv) require the attendance of the Contractor or any other Party having relevant evidence. (g) Within fifteen (15) days after the end of the thirty (30) day period specified in section (e) above (whether or not a hearing is actually held), the Committee shall issue to each of the Participating Parties a written decision setting forth in reasonable detail its reasons and bases for the determination. The written decision of the Committee shall be final and binding on the Parties. The failure of any Party to comply with the Committee's written decision may result in the action specified by the Committee (e.g., termination, suspension, etc.), if any, being taken on the date specified without further notice to the noncomplying Party. Under no circumstances shall a Party be entitled to seek Committee review of any issue, controversy or dispute more than once without the Committee's prior written consent. 6.2 Exception Section 6.1 shall not apply to any dispute or controversy arising under Section 8.5. Section 7. Administrative Procedures 7.1 Application The procedures outlined in Section 7.2 shall apply only to proposals by the Committee to adopt: MASTER AGREEMENT PAGE 20 12282- 0001/LEGAL21764280.1 (a) changes in the charges for use of the Service or any rate schedule related thereto pursuant to Section 4.1; (b) changes in the number, nature or classification of Utility Groups; (c) amendments to this Agreement pursuant to Section 9.4; and (d) such other proposals as the Committee may determine to make subject to the procedures outlined in Section 7.2. 7.2 Procedures Committee proposals to which this section applies shall not be finally adopted by the Committee except as follows: (a) The Committee shall send a written Notice of Proposal to each Party, which shall (i) describe the proposal in reasonable detail, (ii) notify the Party of its right to submit written comments on the proposal for a period of at least thirty (30) days from the date of the Notice of Proposal, (iii) notify the Party of its right to request a hearing on the proposal before the Committee, and (iv) notify the Party that the proposal will be adopted and take effect, if at all, ninety (90) days from the date of the Notice of Proposal. (b) Each Party shall have the right to submit written comments on the Committee proposal within thirty (30) days after the date of the Notice of Proposal. (c) If requested by a Party in its written comments submitted pursuant to section (b) or on the Committee's own initiative, a hearing on the proposal will be held not earlier than forty (40) and not later than sixty (60) days after the date of the Notice of Proposal. In that event, the Committee shall send each Party a written Notice of Hearing not later than fifteen (15) days prior to the date scheduled for such hearing. (d) At the hearing on the proposal before the Committee, if any, each Party shall be entitled to submit all relevant evidence and make an oral statement of its position on the proposal. (e) The Committee may take final action on a proposal at any time after the end of the thirty (30) day comment period or, if a hearing is held, after the close of the hearing. The Committee shall notify each Party of any final action within one hundred twenty (120) days after the date of the Notice of Proposal. Action taken on a proposal by the Committee pursuant to section (e) above shall be final and binding on the Parties and, unless otherwise specified by the Committee, MASTER AGREEMENT PAGE 21 12282- 0001/L EGAL 21764280.1 shall take effect ninety (90) days after the date of the Notice of Proposal. Any action taken by the Committee pursuant to and in accordance with this Section 7 shall not be subject to review under Section 6. Section 8. Relationship of the Parties 8.1 No Partnership This Agreement shall not be interpreted or construed to create or evidence any partnership among the Parties or any one or more of them or to impose any partnership obligation or liability upon any Party. Except as specifically provided in Section 2.2, this Agreement does not authorize any Party to: act as an agent or other representative of any other Party, enter into any contract in the name or on behalf of any other Party, or incur any obligation or liability of any other Party. 8.2 The Contractor The Contractor shall be and act as an independent contractor in the performance of the Service, not an agent or other representative of any Party. 8.3 No Third Party Beneficiaries There are no third -party beneficiaries under this Agreement (other than the Committee members and alternates) or of the Service. This Agreement shall not be interpreted or construed to confer any right or remedy upon any Person (other than the Parties and the Committee members and alternates) or to relieve or release any Person (including, but not limited to, the Contractor) from any obligation or liability to any Party. Without limiting the generality of the foregoing, the Service is for the sole benefit of the Parties and not for the benefit of any other Person. 8.4 No Dedication of Facilities This Agreement shall not be interpreted or construed to constitute or evidence any dedication of facilities owned or operated by any Party (or any portion thereof) to the public or to any other Party. 8.5 Several Obligations The obligations and liabilities of each Party under this Agreement are several, not joint. No Party shall, by virtue of this Agreement, be responsible for the obligations, liabilities, acts or omissions of any other Party. Without limiting the generality of the foregoing: (a) No Party shall be responsible for the charges and other amounts payable with respect to the Service provided to any other Party (except to the extent that the failure to pay such amounts is taken into account in an increase MASTER AGREEMENT PAGE 22 12282- 0001/LEGAL21764280.1 in the charges established by the Committee under Section 4.1 or the excess Common Costs allocated under Section 4.3). (b) Each Party shall be solely responsible for its response to any request, received by such Party through the Service, for location of such Party's subsurface utility facilities. (c) To the fullest extent permitted by applicable law, each Party ( "First Party ") shall defend, indemnify and hold harmless each other Party and each Committee member and alternate from any and all claims, losses, harm, liabilities, damages, costs and expenses (including, but not limited to, reasonable attorneys' fees) arising out of any actual or alleged negligence, act or, in the case of an actual or alleged duty to act, failure to act by the First Party in connection with the Service (including, but not limited to, the First Party's response or failure to respond to a request, received by the First Party through the Service, for the location of the First Party's subsurface utility facilities). However, the foregoing shall not require the First Party to defend, indemnify or hold harmless any Person from any claim, loss, harm, liability, damage, cost or expense to the extent caused by any actual negligence, act or, in the case of a duty to act, failure to act by such Person. Without limiting the generality of the foregoing, the obligations of the First Party under this section shall apply to any claim of an employee or former employee of the First Party against any other Party. In connection with any action to enforce the provisions of this section, the First Party expressly waives any defense, immunity or limitation (e.g., on the type or amount of damages, compensation, benefits or liability payable by the First Party) that might otherwise be afforded under any industrial insurance, workers' compensation, disability benefit or similar statute, regulation, rule or order of any governmental authority having jurisdiction (including, but not limited to, the Washington Industrial Insurance Act, Title 51 of the Revised Code of Washington). Although the foregoing waiver may apply to a claim of an employee or former employee of the First Party against any other Party, it shall not be interpreted or construed to apply to any claim of any employee or former employee against his or her own employer or former employer. 8.6 Tax Exempt Status The Parties intend that any organization created or evidenced by this Agreement shall constitute an organization exempt from federal income taxes pursuant to Section 501 of the Internal Revenue Code of 1954, as amended, or any other statute, regulation, rule or order of similar import. The Committee is authorized to take any and all action (including, but not limited to, the preparation, filing and prosecution of an application of recognition of exemption under Section 501 of the Internal Revenue Code of 1954, as amended, or any other statute, regulation, rule or MASTER AGREEMENT PAGE 23 12282- 0001/LEGAL21764280.1 order of similar import) which it deems appropriate or advisable to carry out or implement such intent. Section 9. Miscellaneous 9.1 Excused Performance No Party shall be considered to be in default in the performance of any of its obligations under this Agreement (other than any obligations to pay money) on account of any delay or failure to perform caused by Uncontrollable Forces. Any Party delaying or failing to perform any of its obligations under this Agreement on account of any Uncontrollable Forces shall use its best efforts to promptly cure such delay or failure. If any delay or failure to perform caused by Uncontrollable Forces affects any requirement of this Agreement, such requirement shall be equitably adjusted to reflect such delay or failure. 9.2 Communications 9.2.1 Directed to a Party Any notice, request, designation, direction, statement or other communication directed to a Party under this Agreement shall be in writing and shall be delivered in person or mailed, properly addressed and stamped with the required postage, to such address as the intended recipient shall specify in its Subscription Agreement. Any Party may change its address for communications under this section by giving the Committee notice of such change in accordance with Section 9.2.2. 9.2.2 Directed to the Committee Any notice, request, designation, direction, statement or other communication directed to the Committee under this Agreement shall be in writing and shall be delivered in person or mailed, properly addressed and stamped with the required postage, to the attention of the "Operating Committee Chair" at the One -Call Office. The Committee may change its address for communications under this section by giving the Parties notice of such change in accordance with Section 9.2.1. 9.3 Entire Agreement This Agreement sets forth the entire agreement among the Parties and supersedes any and all prior agreements with regard to the Service. 9.4 Amendment This Agreement may be amended from time to time, in whole or in part, by the Committee in accordance with the procedures set forth in Section 7. MASTER AGREEMENT PAGE 24 12282- 0001/LEGAL21764280.1 9.5 Implementation Each Party shall take such reasonable action (including, but not limited to, the execution, acknowledgment and delivery of documents) as may be requested by the Committee for the implementation or continuing performance of this Agreement. 9.6 Nonwaiver The failure of any Party to insist upon or enforce strict performance of any provision of this Agreement or to exercise any right or remedy under this Agreement shall not be construed as a waiver or relinquishment to any extent of its right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same shall be and remain in full force and effect. 9.7 Severability The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. 9.8 Headings The headings of sections, subsections and sections of this Agreement are for convenience of reference only and are not intended to restrict, affect or be of any weight in the interpretation or construction of the provisions of such sections, subsections or sections. 9.9 Governing Law This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Washington. 9.10 Forum Selection No Party shall commence or prosecute any claim, proceeding, suit or legal action to enforce this Agreement, to recover damages for breach of or default under this Agreement or otherwise arising under or by virtue of this Agreement, other than in the courts of the State of Washington or the District Court of the United States, Western District, State of Washington. Each Party hereby irrevocably consents to the jurisdiction of the courts of the State of Washington with venue laid in King County and of the District Court of the United States, Western Division, State of Washington. 9.11 Successors and Assigns This Agreement shall be fully binding upon, inure to the benefit of and be enforceable by each Party and its successors and assigns. No assignment of any right MASTER AGREEMENT PAGE 25 12282- 0001/LEGAL21764280.1 or interest in this Agreement (whether by contract, operation of law or otherwise) shall release or relieve any Party of any of its obligations or liabilities under this Agreement. 9.12 Disposition of Assets at the End of the Term Any and all funds or other assets in the control of the Committee at the end of the Term shall be applied: (a) first, to the payment of Common Costs; (b) second, to the establishment of such reserves, the purchase of such insurance and the making of such other provisions as the Committee may specify for the protection against obligations, liabilities or contingencies that may arise under or by virtue of this Agreement; and (c) finally, as the Committee may direct, provided that the Committee shall not direct any such application that may jeopardize the tax exempt status of the organization of the Parties under this Agreement pursuant to Section 501 of the Internal Revenue Code of 1954, as amended, or any other statute, regulation, rule or order of similar import. 9.13 Effective Date This Amended and Restated Master Agreement for the Northwest One -Call Subsurface Warning System shall be effective as of January 5, 2012. LIST OF EXHIBITS Exhibit Reference A List of Parties Introduction, Section 5.3 B Form of Subscription Agreement Section 1.1.12 C List of Utility Groups Sections 1.1.15, 3.5.2(b) Sections 3.1.1, 3.1.3, D List of Committee Members 3.5.2(a) MASTER AGREEMENT PAGE 26 12282- 0001/LEGAL21764280.1 Exhibit A PARTIES A list of the Parties as of the date of this Agreement, identified by Utility Group, may be obtained from the Committee by written request of any Party. MASTER AGREEMENT 12282- 0001/LEGAL21764280.1 PAGE 27 Exhibit B SUBSCRIPTION AGREEMENT TO MASTER AGREEMENT FOR THE NORTHWEST ONE CALL SUBSURFACE WARNING SYSTEM The undersigned hereby subscribes and agrees to the Amended and Restated Master Agreement for The Northwest One Call Subsurface Warning System, dated as of 2011. All terms defined in the Master Agreement shall have the same meaning when used in this Subscription Agreement. By execution of this Subscription Agreement, the undersigned agrees to become a "Party" under and to be bound by the provisions of the Master Agreement. The undersigned owns or operates the following type(s) of subsurface utility facilities: Electric Water Gas Cable Television Telephone Communications Streets and Roadways Transmission Pipelines Other The undersigned elects membership in the (choose from Exhibit C) Utility Group pending further notice to the Committee. The undersigned elects to be charged for its use of the Service under the prevailing rate: Currently = $1.29 ($1.57 for MT mbrs) per notice, billed monthly Unless specified otherwise above, the undersigned agrees to be charged for its use of the Service under the Rate Schedule No. 1 pending further notice to the Committee. The undersigned elects to receive locate request notifications by the following means pending further notice to the Committee. Automated Printer /Computer Facsimile (FAX) MASTER AGREEMENT PAGE 28 12282- 0001/L E GAL 21764280.1 Voice (Phone) Email (Computer) This subscription agreement shall apply to the undersigned's subsurface utility facilities located in the areas identified on the map attached as Appendix A hereto. Any notice, request, designation, direction, statement or other communication under the Agreement may be delivered or mailed to the undersigned at the following address: Attn: The undersigned acknowledges it's receipt and examination of a copy of the Master Agreement and related documentation and has fully satisfied itself as to the nature and extent of it's rights and obligations there under. Dated: STATE OF COUNTY OF By: Title: On this day of , 20 ____, before me, the undersigned, a Notary Public in and for the State of , duly commissioned and sworn, personally appeared , to me known to be the of the corporation that executed within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned and on oath stated that was duly elected, qualified and acting as said officer of the corporation, that was authorized to execute said and acting as said officer of the corporation, that was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. MASTER AGREEMENT PAGE 29 12282- 0001/L E G AL 21764280.1 GIVEN UNDER my hand and official seal hereto affixed the day and year in this certificate above written. MASTER AGREEMENT 12282- 0001/L EGAL21764280.1 NOTARY PUBLIC in and for the State of residing at My Appointment Expires: PAGE 30 Exhibit B SUBSCRIPTION AGREEMENT TO MASTER AGREEMENT FOR THE NORTHWEST ONE CALL SUBSURFACE WARNING SYSTEM (dba Utilities Underground Location Center "UULC ") The undersigned hereby subscribes and agrees to the Amended and Restated Master Agreement for The Northwest One Call Subsurface Warning System, dated as of October 2005. All terms defined in the Master Agreement shall have the same meaning when used in this Subscription Agreement. 1. By execution of this Subscription Agreement, the undersigned agrees to become a "Party"under and to be bound by the provisions of the Master Agreement 2. The undersigned owns or operates the following type(s) of subsurface utility facilities: Electric Water Gas Cable Television Telephone Communications Streets and Roadways Transmission Pipelines Other STDEM WPTEL The undersigned elects membership in the (choose from Exhibit C) wATER. sEwe Utility Group pending further notice to the Committee. 3. The undersigned elects to be charged for it's use of the Service under the prevailing rate: Currently = $1.20 per notice, billed monthly Unless specified otherwise above, the undersigned agrees to be charged for it's use of the Service under the Rate Schedule No. 1 pending further notice to the Committee. 4. The undersigned elects to receive locate request notifications by the following means pending furth er notice to the Committee. 'Automated Automated Printer /Computer 0:I114 Facsimile (FAX) Voice (phone) CAtL13EFotEYot1'p1G CrryofFFOEgAL Ay.CoM 2 5. This subscription agreement shall apply to the undersigned's subsurface utility facilities located in the areas identified on the map attached as Appendix A hereto. 6. Any notice, request, designation, direction, statement or other communication under the Agreement may be delivered or mailed to the undersigned at the following address: X3325 8i' AVE Sound PE.o I41. w* , W A 9$ob3 Attn: L�IILUAM APPLEMA 7. The undersigned acknowledges it's receipt and examination of a copy of the Master Agreement and related documentation and has fully satisfied itself as to the nature and extent of it's rights and obligations thereunder. Dated: / /Z /ZQ13 STATE OF COUNTY OF On this day of d/ , 20 IS J , before me, the undersigned, a Notary Public in and for the State of �' LS " �!. tai g duly commissioned and swom, personalty ap eared �M • ► , to me known to be the Div dw 4f . POt*it of Ci'tli a V4 , the corporation that executed within and foregoing instrument, and acknowledged said instrumenito be the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned and on oath stated that he was duly elected, qualified and acting as said officer of the corporation, that he, was authorized to execute said and acting as said officer of the corporation, that he, was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. By: - Title: [i rem /41 Or lOWi 4�v� written. GIVEN UNDER my hand and official seal hereto affixed the day and year in this certificate above • %' :Iv 3' fort. S •teof L+ 't 14 � �. .11!:. Ira I 4-21-i My Appointment Expires: residing at 3 Exhibit C UTILITY GROUPS Utility Group 1. Counties /State DOT 2. Cities 3. Cable TV 4. Electric 5. Natural Gas 6. Corridor (e.g., Irrigation, Pipelines and Longline Telephone) 7. Water & Sewer Districts 8. Telephone 9. State of Montana MASTER AGREEMENT PAGE 31 12282- 0001/L E GAL 21764280.1 Exhibit D LIST OF COMMITTEE MEMBERS Counties/State DOT Jon Cornelius - Chairman WSDOT 3700 Ninth Ave S Seattle, WA 98134 Tel -206- 442 -2110 cornejeCa7wsdot.wa.gov Term expires: Sept 2018 Electric Cheryl Paras - Vice Chair Puget Sound Energy 6905 S. 228th Street Kent, WA 98032 Tel -(253) 395 -6863 Cheayl.paras @pse.cotll Term expires: Sept 2016 Natural Gas Charlie Gadzik Puget Sound Energy ofc -425- 456 -2727 charlie.ga, com Term expires: Sept 2018 Telephone Mike Austin Century Link tel- 206- 380 -5961 yj�i i'�1j, ,5 i @century ink. om Term expires: Sept 2016 Corridor Jim Fraley BP Pipe Line Company 2201 Lind Ave SW - #270 Renton, WA 98055 tel- 425 - 235 -7736 fraleyjh@bp.com Term expires: Sept 2018 Cities/Towns Dave Christensen 1055 S. Grady Way Renton, WA 98057 -3232 tel- 425 - 430 -7272 dchristensen®rentonwa.gov Term expires: Sept 2017 MASTER AGREEMENT 12282- 0001/L EGAL 21764280.1 Water /Sewer Gary Hajek 360- 794 -3664 & 425 - 328 -4787 engh6743 @gmail.com Term expires: Sept 2016 Cable TV Cable TV Thomas Perry Comcast Cable 410 Valley Ave NW Puyallup, WA 98371 253 - 864 -4346 Thomas Perry@cable.comcast com Term expires: Sept 2017 Montana Dale Schultz - Treasurer Northwestern Energy 9 W. Granite Butte, MT 59701 406 - 497 -3106 Dale.Schultz@ ontana811.org Term expires: Sept 2017 Support Team — Vendors One Call Concepts, Inc. Greg Snyder — Gen. Mgr. 305 NE — 102nd Avenue #300 Portland, OR 97220 877 -668- 4001 erecsgvder(7a occinc.com Montana Field Representative Clint Kalfell PO Box 366 Park City, MT 59063 406 -442 -3070 Clint.KalfellCMontana811.org Management Executive Administrator Don Evans PO Box 4796 S. Colby, WA 98384 -0796 877668 -4001, ext 3307 drevans3 @washington811.coin PAGE 32 This schedule has been adopted by the One-Ca11 Operating Committee (UULC) pursuant to the Master Agreement for the Northwest One-Call Subsurface VJarning System. A. Definitions: 1. Unless otherwise indicated, all terms defined in the Master Agreement will have the same meaning when used in this Schedule. 2. "Dig Site" means the geographic location identified in a Locate Request as being the sit of proposed excavation work. 3. "Interest Rate" for any Fiscal Period means the prime rate quoted frorn time to time by Bank of America that is in effect on the first day of such Fiscal Period plus 2% of the maximum rate permitted by applicable usury law, whichever is less. 4. "Located Request" (a.k.a., ticket) means a request received by the UULC for location of underground facilities. 5. "Subscriber" means a Person who receives Service under this Schedule. 6. "Subscriber's Service Area" means the geographical area in which a subscriber's underground facilities are located. 7. "User Charges" means the Basic Charges, Fax Charges, and Voice Notification Charges. 8. "UULC" means the Committee or its designee. 9. "Year" means a Fiscal Period adopted by the Committee pursuant to the Master Agreement. B. Availability: Any Party or other user of the Service may apply for Service under this Schedule. C. Rates: The charge is $1.20 ($1.46 for Montana members), effective Jan l, 2007, per Locate Request transmitted by the UULC to a location designated by the Subscriber, subject to any credits issued under Section E below. The charge will apply to each transmission if the Locate Request is transmitted by the UULC to more than one location designated by the Subscriber. D. Billing: 1. The UULC will bill the Subscriber for the applicable User Charges on a monthly basis. E. ttemized Credits: 1. Subject to paragraph E.3 below, any Subscriber receiving Service under this Schedule may receive credits for the User Charges associated with Locate Requests identifying Dig Sites outside the Subscriber's Service Area ("Itemized Credits"). 1 2. The Subscriber shall: a} fiil out, sign and deliver to the UULC a Credit Request Form (attachecf) identifying all Locate Requests for which a credit is claimed; and b) attach credit form to invoice, tender payment--less credit amount, to the remittance address shown on your invoice The Subscriber sha11 not be entitled to an Itemized Credit for any Locate Request if the Subscriber does not identify such Locate Requests in a complete Credit Request Form delivered to the ULJLC prior to the due date of the applicable invoice. 3. The Itemized Credits will be applied against the total amount due on the invoice for the applicable month and shown on a statement mailed you periodically. 4. Each Credit Request Form submitted by a Subscriber is subject to audit by or for the UULC for a period of one Year after its receipt by the WLG If any audit by or for the UULC discloses that the Subscriber has claimed any Itemized Credits to which the Subscriber is not entitled, the Subscriber shall immediately pay to the UULC the unpaid balance of the Notification Charges that are payable, plus interest at the Interest Rate from the date originally due until the date paid. If the deficiency for any months exceeds 10% of the User Charges properly payable on the invoice for any month, then the Subscriber shall immediately pay or reimburse all costs incurred by the iJULC to conduct the audit. 5. The Subscriber shall have the right to have the Committee review the results of any audit. A request for such a review must be submitted to the Committee within 60 days after the Subscriber is notified of the results of the audit. The Subscriber" request and subsequent Committee review will be governed in all respects by Section 7 of the Master Agreement. a) The credits under this Section E will be available only with respect to Service after August 1, 2004. D. Additional Terms and Conditions: l. A Subscriber must complete and deliver such forms and other documentation as may be required by the Committee or the tNLC to apply for Service under this Schedule. 2. Any Subscriber receiving more than 50 Locate Requests per month may be required to provide the UULC compatible teleprinter, facsimile and other equipment for automated receipt of Locate Request transmitted by the UiJLC. 3. The ULJLC will screen all Locate Requests in accordance with its standard screening practices and procedures. The Subscriber will be responsible for final screening of alt Locate Requests transmitted to the Subscriber by the tJiJLC (e.g., to determine whether or not a particular Locate Request identifies a Dig Site in the Subscriber's Service Area). 4. The Subscriber will furnish to the UULC and be responsible for all maps and other information showing the boundaries of the Subscriber's Service Area. The LJLILC will be entitled to rely upon such information. 5. This Schedule, the charges set forth in this Schedule and any Service provided under this Schedule are subject to the Master Agreement and all applicable policies, procedures, guidelines, rules, requirements and orders previously or hereafter adopted by the Committee. Without limiting the generality of the foregoing, Service under this Schedule may be suspended or terminated in accordance with the Master Agreement and the above referenced policies, procedures, guidelines, rules, requirements and orders. 6. The Committee may at any time amend this Schedule by action of the Committee taken in accordanee with the Master Agreement. � I, (name of requesting individual) Adjustments be made to Account # Utilities Underground Location Center Out of Area ItemiDed Credits Adjustment Form on behalf of (name of subscriber) For Month: , request that the following 30_ I ce�tify that the below requested adjustments are appropriate and permissible under Section 3 of the Policies and Procedures for the Billing Invoice Ad}ustments for the iJtJLC, and that, exce� for the adjustments noted, the below referenced invoice is accurate. Signed, Out of Area Locate Request #: Total tickets out of area x$1.20 = Totai credit amount (Signature Required see above) for Montana members ($1.46) 3 � Section 1 �� AMENDED AND RESTATED COLLECTION POLICIES AND PROCEDURES FOR THE UULC (NORTHWEST ONE-CALL SUBSURFACE WARNING SYSTED� Title Purpose Definitions Table of Contents 3 Late Payment Charge 4 Collection Agency 5 Legal Action 6 7 Suspension of Service Amendment or Repeal Paee 1 1 2 2 2 3 6 4 AMENDED AND RESTATED COLLECTION POLICIES AND PROCEDURES FOR THE UULC (NORTHWEST ONE-CALL SUBSURFACE WARNING SYSTEA� Section 1 - Purpose 1.1 These policies and procedures are adopted by the One-Cal1 Operating Committee ("Committee") pursuant to the Master Agreement for the Northwest One-Call Subsurface Warning System ("Master Agreement"). 1.2 The rights and remedies set forth in these policies and procedures are cumulative and will not be interpreted or construed as limiting any other right or remedy to which the Committee, the WLC or any Party may be entitled under the Master Agreement ar applicable law. Section 2 - Defnitions 2.1 Unless the context or the express language clearly suggests otherwise, all capitalized terms used herein will have the same meaning ascribed to them by the Master Agreement. 2.2 "UULC" means the Committee or its designee. 2.3 "Interest Rate" for any Fiscal Period will mean the prime rate quoted from time to time by Bank of America that is in effect on the first day of such Fiscal Period plus two percent (2%) or the maximum rate permitted by applicable usury law, whichever is less. Section 3- Late Pavment Charqe 3.1 The WLC may impose and collect a monthly late payment charge from any Party failing to pay any invoiced amount within six 60 days after the date of invoice or such later date as may be determined by the Committee. 3.2 The amount of such late payment charge will be the total of all amounts then due multiplied by a percentage equal to the then-cunent Interest Rate. 3.3 Any delinquent amounts disputed by the Party and subject to a pending review before the Committee shall not be included in the calculation of the late payment charge under Section 3.2, except as directed by the Committee in the Committee's written decision after completion of the Committee's review. Section 4 - Collection Aaencv 4.1 The UULC may refer any Party's account to a licensed collection agency for the collection of all delinquent charges, plus collection costs, at any time after the Party has failed to pay any invoiced amount within sixty (60) days after the date of the invoice or such later date as may be determined by the Committee. 5 4.2 Anv delinauent amounts disputed bv the Party and subiect to a pendina review before the Committee shall not be referred to a collection aQency under Section 4.1, except as directed bv the Committee in the Committee's written decision after comqletion of the Committee's review. Section 5 - Lepal Action 5.1 Notwithstanding the Committee's resort to or implementation of any other right, remedy or procedure relative to a Party's delinquent account, the Committee may authorize the UULC to commence legal proceedings to collect all delinquent charges at any time after the Party has failed to pay an invoiced amount within sixty (60) days after the date of the invoice or such later date as may be determined by the Committee. Section 6- Suspension of Service 6.1 Whenever a Party has failed to qav anv invoiced amount within sixtv (60) days after the date of the invoice. the U ULC may issue a Notice of Suspension to such Partv. 6.2 The Notice of Suspension will be sent to the Partv bv first-class mail and witl include: (a) the reason(s) for the suspension of the Service; (b) the time and date such suspension will occur; (c) the action to be taken by the Party to cure the default; and (d) notice of the Party's right to request Committee review of the Notice of Suspension under 8ection 7 of the Master Agreement. 6.3 The actual suspension of the Service to any Party will take place, if at all, not less than ten (10) business days after the Notice of Suspension is placed in the mail addressed to such Party. 6.4 The UULC will not be required to give the Party any warning or notice of the ordered suspension of the Service other than the Notice of Suspension. 6.5 The Party will have the right to have the Committee review the Notice of Suspension. A request for such review must be submitted to the Committee prior to the time and date suspension of the Service is scheduled to occur, as specified in the Notice of Suspension. If the Party timely exercises its right to Committee review, actual suspension of the Service will be stayed pending completion of the review process and thereafter will be implemented or revoked in accordance with the Committee's written decision. The Party's request and subsequent Committee review will be governed in all respects by Section 7 of the Master Agreement. � � 6.6 In the event the Service to any Party is suspended, such Party may reinstate the Service by paying all amounts showing on the Party's account, including interest, late payment charges, or other properly assessed charges that are then due and owing, and/or ta�ing such other action as directed by the Committee. 6.7 Notwithstanding such suspension of the Service, the Committee, the WLC, and any Party to the Master Agreement will have the right to take any and all such other action against the Party to which the Committee, the WLC, or the Party may be entitied under the Master Agreement, these policies and procedures, or applicable law. Section '7 - Amendment or Repeal 7.1 These policies and procedures may be amended or repealed at any time by action of the Committee taken in accordance with the Master Agreement. ADOPTED July 12, 1991 AMENDED January 17, 1992; April 1, 1993, June 24, 2002. October 1. 2005 7 Database Requ irements The UULC uses a software application developed by One Call Concepts,lnc., called PRISM. The UULCs operators use the PRISM system to collect the work site data from the caller, display a map of the work site on the computer screen, and notify the utilities in the area of the work site by sending a"tickeY' to each member. The PRISM works in conjunction with MSL (Mapping Soffinrare Library). The MSL contains a detailed man of each county in the UULC's territory. These county maps are based on TIGE R (Topological Integrated Geographic Encoding and Referencing) files, which are computerized maps developed by the US Bureau of Census. PRISM determines notification based upon these computerized maps. Each member must provide the UULC w ith a map or maps displaying a"polygon" of that member's senrice area. This polygon is digitiied into PRISM and the member will receive a ticket for each excavation within its polygon. When completed, the map, along with the "Member Information" form shouid be sent to: UULC, DON EVANS, PO BOX 4796, S. GOLBY, WA 98384-0796 THEREAFTER, SEND ALL MAP UPDATES TO: Oregon Utility Notification Center Attn: Database Administrator 305 NE — 102"d Avenue # 300 Portland, OR 97220 After the polygon has been digitized into PRISM, the UULC will send that member a PRISM map displaying the polygon as it appears on the computer screen. A member may edit its polygon at anytime by redrawing it on the PRISM maps and retuming the map to UULC. The UULC wiU make the correction and return a revised PR ISM map to the member. The UULC cannot return the original source maps. Some points to consider when preparing the source map: 1) The map should feature the same details as the PRISM map: identifiable highways, streets, railroad tracks and rivers. It is helpful if the map also features latitude and longitude. USGS quad maps, for example, are some of the most accurate. Standard city and county road maps are also acceptable 2) The area in which the member requires notif ication should be clearly enclosed using straight lines. Circles and curved lines cannot be digitized, and should be drawn instead as a series of small straight lines. A polygon boundary should not be drawn directly over the top of a street, but rather on one side or the other, to indicate whether the street is inside or outside the service area. 3) The map should not show the width of the roads in any great detail, because PRISM maps show all roads as single lines. The process of digitizing requires that the UULC's database administrator be able to locate 4 intersections that appear on both the source map and the PRISM map. This allows the PRISM map to "align" itself to the same scale as the source map. If, for example, the intersection on the so urce map is'/." wide, PRISM wil! have difficulty finding proper alignm ent. 8 AlVIENDED AND RESTATED 1VIAST'ER �GREEMENT for The NORTHWE�T ONE-CALL �UBSiJRFACE �VARNING SYSTEM Original Date of 1Vlaster A;g.reement: Aprii 1, 1986 Amended and Rest�ted: Aprit 1,1993 Amendea: Janu�ry l, 2002 Aprit 15, 2004 Amended and Restated: October 1, 2005 [/RevisedMasterAgreement.) ?!31 i09 1124:40 AM CONTENTS Section1........... Definitions ...................................................................................... l 1.1.......... Specified Defin�tions ........................................................:............. l . � � � =��F �: � 1.2.......... ��C�ros�-�efe�e�ces to Ac�c��itiona��3e�i�it�dns . .........:....:.................. 5 Sect�ior� �........... Performance of t�e���ervice ......:. .................................................. 5 2.1.......... �General ...........................�_.':............................................................. 5 2.2.......... Authority of the Committee ........................................................... 5 2.3.......... Contracts .:..: ......... ...... ..... ....... ......... ......................................... 6 2.4.......... Committee�.I�olicies; �tc.�.. ....�.... . � � � ....:.. ......:................................ 6 2.5.......... Equal Opportunity Compliance ..................................................... 7 Section 3........... The Comn�ittee ............................................................................... 7 3.1.......... Co�nposition ................................................................................... 7 �.2...•--.... Voting for Co�mittee 1Vlembers .................................................... 7 3.3 .......... Regular EIectians of Cornmittee Members .................................... 8 ,� � F � �_ ., � � . 3.4..........'Specia�'Elec`ti�i�s of Committee`T�%ieri�bers ...:: ......... . ' . " . 9 ........ ......... 3.5.......... Term a��b�rn��f�e� 1Vlembers .............. � ' `� .....:: �l�U �� 3.6.......... Corn�i�tee �e�e�ings .......................................................... . . .... il � � ��.�� �_� � � � t _ 3.7.......... l�anner of �cting' by the Comrnittee ........................................... I 1 � � � � �, -. _. =a ��- � ..�;- � _ w. _ Section 4........... Payrrierit"ancl �llocation of Common Costs.:. .......: . .... `... .........13 4. l.......... Estabiishment of Charges ...........:.................................................13 4.2.......... Charges Based on Comman Costs ...............................................13 4.3.......... Common Costs in Excess of Revenues ........................................13 4.4.......... Bank Accounts ..................:..........................................................14 4.5.......... Boaks and Recards of Common eosts ........................................14 MAS.TER AGREEMENT PAGE i [/RevisecL�tasterAgreementJ 4.6.......... Other Committee Records ............................................................ 14 Section5...........'The Parties ....................................................................................15 5.1.......... Additional Part�ies .........................................................................15 5.2.......... Termir�ation of Partic�pation ..................................:.....................15 5.2.1.......... Vol�tary Withdrawal ................................................15 5.2.2 ..........Other Termination .................... . ........ ...15 5.3.......... Utility Group Assignment ...............:..............,.............................16 5.4.......... Annual Meeting ............................................................................16 Section 6....,...... Dispute Resolution and Committee Review ... .............................17 6.1.......... Procedure for Dispute Resolution ................................................17 6.2.......... Except�on ..... .... .... ............................. .......................................18 Section 7........... Acimir�strative �'rocedures .......................................................:...18 7.1.......... Appl�c�tion ...................................................................................18 7.2.......... Proce�ures .................................................................................... �l $ Section 8........... Relationsh�p of the Parties ........................:..................................19 ----�° ' .... I�3t� P�ership:...... --------- .......-�9- � ...... .......................... .:.-.: .........................:.._ _.�..,_ 8.2.......... The Contractor .............................................................................19 8.3.......... No Third Par�y Beneficiaries ....................................................... 20 8.4.......... No Dedication of Facilities ...............................................:.......... 20 8.5.......... Several Obligations ......:............................................................... 2Q 8.6.......... Tax Exempt Status ....................................................................... 21 Section 9........... Miscellaneous ............................................................................... 21 9.l .......... Excused Performance ................................................................... 2I 9.2.......... Communications ...:...................................................................... 22 9.2.1.......... Directed to a Party ...................................................... 22 MASTER AGREEME'vT FAGE ii [/RevisedMaster_Agreement] 9.2.2..........Directed to the Committee .......... ......... ....:.............. 22 9.3 .........: Entire Agreernent ........:....................:............. ..:................ ......... 22 9.4. ....... Amendment ...:.:... ......... ...:..... ......... ......... ......... �2 i9:5......... �mp'lementation ...... ......... ......... ......... .......:.......::: . .....:.. ......... 22 � 9:6.......... Nonwaiver ...: .......:: .....::.. .......:.�......::. ...::.... ......:.. ................... 22 s . , , 9.7:......... Severability ............ .....:.. .......:. ......... ......... ............................. 23 , 9.8::........ He�dings ........................... ......... ......... .......:. .......... .......: ......... 23 9.9.......... Governing Law ..:.............:.....:.... ......... ......... ....:.............. .,........ 23 9.IU..::.... Fonzm Selection ..:.. ..............` . .... ......... ......... ......... ......... ......... 23 9:11.:.:.:..`Successors and Assigiis .... ..:..:... ... ` ...... ......... ........... ....... ......... 23 9.12...:.... �isposition of Assets at tihe End of the Termr :.:........:.. ...... 23 . ' , � b " . � . �..� °9:i�........ Effective Date...:..... � _ ..24' ......... ......... ......... ............. ..... ......... ....... t, i , . . ' . ' .� . � � . . � . .. . � . r �� i + = : � p ' � � � . . ' � 3. . . � ....,. ..-.. . _. . .... . . ..... . .. .,.. . . .-.. .. . . ,_ SE' � . . .... ., � j .,,. i 5 . MASTER AGREEMENT PAGF, iii j/Rev isecL�iasterA gree mznt j Amended and Restatec� 1Vlaster Agreement •for T�he � � � Nort�hwest � One-Cal1 Subsurface `�Varning.Sys�em � Tl�is Agreement, clated as of October 2� 2U05, amends and restates �n its entirety the :1Vlaster Agreernent �or the Northwest One-Ca11 Subsurface Warning System, dated as of August l� 19$6. The Farties on the date of this Agreement are ide�tified in the iis# that is set forth (or obtained in the manner specified) in the attached Exhabit A. Recitals A. Each Party owns, operates or eon�uets activities affecting subsurface utility facilities {incl�ding; �but not necessar`ily 'limited to, any electric, gas, telephone, water, sewer, cable television or co�munications distribution system). B. 'Each i'�rty desires to protect its subsurface utility `facilities from damage, intern�ption or interference by anyone who intends to excavate, c'irill, blast or �erf'orm other work tl�at might disturb the sur�aee or subsurface of the earth. C. In orde� to 'he�ip `protect 'tlieir :respective su°bsurf'ace utility'facilities, the Parties have established a orie-cail loca'tion service by w�iich ar�yone who intends to dig, e�.cavate, drill, blast ;or „perform other work that might disturb the surface ar subsurface Qf the eart� where ,subsu�face utility facilities are located ma� call a single � telephone .number to nofify the �Parties that ma� be affected by the proposed work and __ ��e1c..s�ch Paa�iec'-.a�.sictance:ib in�a�ina th�ir.re�ta�c�ive .szil�s��r�ac�_.utilitv-`facilitie.�... . __. :. . I?. The 'Part'ies desire to develo� formai procedures for the creation of a commit#ee to .administer zhis Agr�erment and the contract between, the committee and a third-party contractor vvho shall ;perform the one-call location service for xhe benefit of the Parties. AAgreement The Parties the�refore agree as follows: Section 1. De�nitions 1.1 Spec"tfied Befinitions Whenev�r used in this Agreement with initial letters capitalized, the following terms shali have the fallowing specified meanings, unless the context clearly requires a clifferent rneaning: � IviASTER AGREEMEtiT PAGE i (/Revised:vlasterAgreementj � . _ _ _ . _ _ _ _ _ _ _ _ __ �.1.1 "Annual Meeting" means an annual meeting of the Parties _ _ _ pursuant to Section 5:4. � _ _ _ _ 1.1.2 "Committee" means the cornmittee described in Section 3. 1.1.3 '"�ori�nc�n Costs`� 4rneans "t�o`se °c�s`ts reasonably incurreci by the Parties or a�y or�e or more of them in connectior� with the Service, but only if and to the e�c'tent t`hat s�c� costs` "are inclu�ec� 'in' a�`udget ;or ot�ierwi�e authorized or a�iproved 'by the' 'Coininittee as `"�oii'�mon `Costs" uncler` ° tYiis Agreeiilent. Goii�ri�on + , � ., � k�: � , ,. � , e °�Costs ma� �nciut�e, liut'a�e �r�o't necessar�Ty'lirr�ited 't`o, the fol�owing: �� , ��� s . � _ . _. (a) payroll and related personnel costs to per�ar�'���lie '�ei�iee (including: salaries; wages; costs of fringe benefits such as retirement bene�ts, er�ployee insurance and a`llowances for sick leave, holidays and vacations; ,social sec�.�rity, unemployment and other employer taxes; - and premiums .for workers' compensation and employer's liability insurance), (b) costs o� office space, faci'lities; equi�ment, :materials; services and other .items used, consurned or incQrporated in the performance of the Service,; °�` `(c}' costs' o� consu�tants; contractt�rs' aric� su�pli�rs `furn`ishing `goods, serv�ces and o�er items , for ,performance of„ the Service (including, but not :. �a� , • . � .._ ��. �;� � � �.. . � -° - �, . _ ._ a limited to; co;rr�pensation payable �to tlie Cax�tractor); . � (i�) ` att'orrieys', aceountaiits°, ` arid otlier' `�rofessional fees incurred � in connec'tion with pe�formance di the Service (inc'Iuding, 'but not limited ta, `the cv"sts of any audit of �he Cornmon Costs perfarmed pursuant to Sectiori 4:S); (e) sales, use, property and other t�xes whieh are imposed by any ,governniental autho'rity in connectidn with perforr'nance cif the Service (other ' t�tan` any taxes tinposet� upon or iiieasurec� �iy �he income,'re`ver�u�s ar receipts � � �o'€ a�3� :P��; , . , � (f} costs of per�i�its, licenses and other �governmental a�thor�zations required to perfarm the Service; arid , (g) costs (including, biit'n�� lii�ited``�o,''a�tor�ieys' `f�es�� incurred to defenc�, comprornise, settle � and �atisfy clairns of third parties against. the� Parties or any one or more of them arising out� of th�e performanee af the Service, i€ and to the extent not covered by ,insurance �r the inde�nnnity in Section 8.5(c}. i,1,4f� "�ontractor" means the �ersan engaged.frvm time,.to time by tlie Committee pursuant to Section 2.2(a) to perform �e Service, The Can�actor on the date of this Agreement is One Cail Concepts. � 9 Mt1STEF AGREEMENT PAG£ 2 [/Kevised�tasterAgreement) 1.1.5 "Executive Adrninistrator" means the Person engaged as an independent cor�t�actor fro� time to time by the Committee pursuant to Section 2.2(a) to serve as an "Executive Administrator" (or like titie established by the Committee) of the cost-sharing organi�ation established by this Agreement and to perform such leadership, busir�ess and admi��aistrative services as are specified by the Committee. 1.1.6 ".Fisca� Period", rneans the fiscal period ado�ted from time to �tixne by the Gommittee for jbudgeting, f nancial statement, accounting and other financial purpo�es with re.gard to the Service. 4n the date of this Agreement, the Fiscal Period is the tweive-month period commenoing on August 1 of one ,year and er�ding on �July � I of the ne��t,yeer. � � � : 1.1.7 "Montana Re�rese�tative" means the Person engaged as an independent contractor fro� time to time by the Committee pursuant to Section 2.2(a) to perform such roving customer service related services with respect to the Service in =the State of Montana as are specified by the Committee. 1.1.8 "One-Call Offce" means an office from which the Service is performed. �n the date of this Agreement, the One-Call Office is located at 305 NE — lU2nd Avenue #300, Rortla�c�, 0regon 97220. The Com�ittee �rr�ay at any time �establish one or more add�tional One-Cal1 Offices or change the 'location of any Dne- °C�a11 Office. 1,.1.9 "Person" mea�s �any corporation, partnership, trust, ±gov�e�tal authority, indiv�dt�al or any other persan or �i�tity. 1.110 "Service" .means a one-call location service by which a #Person who intends to dig, e�cavate, drill, �blast c�r per`form other wor�C that might ._?dfist�b�tY�e-�urf�a.ce-or-s���e�o��e-earth �here��e-s�tbst�ce t�tilit��acil3fi�es of ar�e or r�ore of the Parties may �ae �located rna}� ;call a single telephone r�umber to jnotif,y xhe Parties that �a� be a�f�cte� by the prvposed �vvar� ana seek suc� Par�ties' assistance :in :locating 3tl�eir trespective -subsurf�ce utility facilities (e.g. by �marlting the �ur�ace above where fifl�e s�zbsurface facilities are �o�ated). The Service =inc�udes, b�t :is nat necessari�y lirnited ta, �e :follovwing: � � � � (a� �t�e �Contractor's rece�pt .of ,a telephone �caZl � fram :a Person intending to dig, e�cavate, drill, btast or perform other work that might disturb the surface of the earth; (b} the Contractor's determining the location of the intended work (e.g., as being within or near the Service �rea of any ParEy or Parties); and (c} the Contractor's notifying such Party or Parties of the Zocation of the intended work; MASTER AGREEME?vT PAGE 3 j/Rev isedNlasterA greement] _ ._ _ _ _ _ _ __ _ _ _ .__ all so that the Person intending to perform such work may seek the Parties' assistance in laeating its subsurface uriiiry facilities° (e.g:; by marking-the surface `above where the subsurface facilities are locatedj. 1.Y.11 `"Service Are�" means the geographical area to whic� the Service applies. T�ie �ervic� Areak of a P�rty inc�udes all areas in whic� such Party's sulisur`face iiti�ity'�'aci�it�es ar`e loca'ted, �s`idenfified'by s�ch Party'ta t�e Contractor �, _ . � _ � .� . •§s : -� . � a d , 6�8 -� , .� - a '�e:g., in regdiarly updated maps showing the°bnurrdaries of the area in wliich a Party's � � . . e , , . : . � �. � . . s�t�sur��Ee�i��i�lity f�ei�ities are �oca�e�). � ' � �' � � � . e � _ �: 1.1.12 "Subscription Agreemen't" rne�ris °�he clocuiner�t, in '-such form and content as may be prescr'ibed from time to time by the Committee, by which a�'erso� bec�mes a`"Party" under � t�iis 'Agreemen`f. The form of Subscription �greement, prescribed'by the' Committ�e on �the date of tl�is Agreernent is attached as � E"xhibit B. ; ; : , , , , f , 1.1.13 "Term" means the period cQmmencing with the date of this ?�greer�ent arid endirig upon the first of the=foIiowing`tosoccur: ` � ��.) . . �ta��ly 31 � �017;'� - � � � . � � ; . � ; ,; . , -� � :,� , r (b) the date upon which the last of fhe Parties withdraws as a�Party pursuant to Section 5.2.1; or �; , , � $ � f � � , (c) the . effective date mof any .term�x�.at�c�� �o� this Agreem��t= �by fi�ie Committee pursuant to Sections 2.2(g) and 3.7.2(c). £: • �1.�.14 "Uncant�ell�die Forces" �means a�y eause or,.<cc>nc�t�on .�beyc��d xhe cczn�rol.c�f any Part�.cielaying _c�r, fa�ing: ta: p�r%r�n .its Qblig�tions: under .this ,Agreexr�ent, �which cause ar �condition such #.Party, is u�able ta ;�vercQrr�e or -have ;preven�eed b�, �the 8�x�ci�e; :of �reasa�able ailigence. � Unco�troliable ,Forces may ��incrl�cl`e� �but are not =ne�essarzi� �l�mi�ed :to, �acts of G�d, a.cts =crf �he��;elemer�ts, f�es, ;wi�ds, �l�ods, =e��io��ons, str��, r�bc�tagey �nsurrecrit�ns, ,riots� maets o�; t�e ,,ptiblic enemy, faiiures af equip�ent, inabilities to c�b��iii or sl�ip m�t�ais ox equi�r�ae�t; ;a�ts af eivil or military authority (including court orders, inj�nctions and orders of �=$gav�rnmerit4 �ut�arit��s `��t�hibit�ng perfornzance a� requirei�"= by t�iis Agreement or ��mit�#$�t��i`g�r�c�rmma�oe ori� �ubj�ct;to°uivre�aso�at�le=cr�d�tions};iarid`��ilures of governmental �authorities to timely act (includ'mg a�iy failures � to'�issue' � permits, licenses or other requireci governmental autharizations). �- z� � � �; . � � '� £; l:i.°15 �►ITtiiiiy Group'► ;rneans a�ou�� of Farties recogni�ed by the Committee as having unique, common and s�rnilar interests for purposes af naminating arrc�` electirig cine `representative'` to" serve ori `the Coinmittee. The Committee may fro�n ti�ne to time make changes in `` tihe niairi�'ei, �`'iYature or 1NAS"CER AGREEMENT PAGE 4 [/Revisedi�3asterAgreement] classification of Utility Groups by action taken in accordance with Section 7. The Utility Groups on the date of this Agreement are set forth in the attached Exhibit �`. 1.2 Cross-References to Additional Definitions. Whenever used in this Agreement with initial letters capitalized, the following terms shall have their respective meanings specified elsewhere in this Agreement: Term First 1'arty Party Participating Party Reference Section 8.�(c} �troduction Section 6 Section 2. Performance of the Service ��2.1 � � � �eneral � � The Parties shaii provide for the performance of the Service by the Contractor for the benefit of all Parties in the�r respective Service Areas thraughout the Term. �.2 Authority of the Committee 'I�e Co�ittee sl�all have �� powe� �d authority to do the following on behalf of tl�e P�ties: (a) enter into, perform �.nd �administer one or more contracts wi�h (i) the Gontractor for the Contractor's performanee of the Service, (ii) the Exec�tive Adrninist�tor �or �he performance of the leadership, business and .administrative �erviees speei�ed by .the_;Cornmittee, .a�d �(�i}t�e �Vlontana �.Zepresentative for t�te performar�ce of the custorr�er service related services specif ed by the Corximittee with respect to the Service in the State of Niontana; provided that no such contract shall be for a perioct in excess of five (5} years; �(b} inc�r Common Costs; (c) adopt and amend policies, procedures, guidelines, rules and :requirements for the implementatian of the `Service ar�d this Agreement; (d) render interpretations, constructions and clarifications of this Agreement; (e) establish pracedures for the determination, bitling, payment and collection af charges for use of the Service, any surcharge under Section 4.3 and any other amounts payable under this Agreement; MASTER AGREEMENT PAGE 5 [/RevisedMasterAgreementJ _ _ _ _ _ _ (� establish, and delegate any authority of the Committee to, any subcommittee of the Committee; (g) terminate ti�e Term; and (h) take such other action (including, but not limited to, the execution, acknowledgment and deli�ery of docurnents) as the Committee may deem neeessary or appropriate to provide for the Service, perform its obligations under this Agreement ancl otherwise implement the Service and this Agreement. 2.3 Contracts Any contract with the Contractor or other Person entered in�o by the Committee for the Parties shall be executed in the name of '"One-Call Operating Committee" or a substantially similar name and shall be signed by at least two (2) Committee •members authorized by the Committee to sign the applic�ble contract. 2.4 Committee Policies, Etc. Any policies, proceciures, guide��e�, , r�ules, , rec�uirements, or amendments adopted by the Committee pursuant to Section 2.2(c), any interpretations, cc�r�s#r�ct�m�s, �ar cla�`if�cations af �th�� Agre�ment �r�enc�eree� �by t�e �Co�ittee' pursuant to �ectior� 2.2(c�) and any procedures established by the Committee :�u�t to Section 2.2(ej shall be cansistent with the provisions of this Agreement and �.ppl�icab�� iaw and sh�T� �e binding �upon eac�i �'axty`: pFurther, each Party shall: �� � � ; r. . ;: � _ {a� � �furn��h, :opexate �c� �ma�ntain tele�iY�one; ateleprinter, f�.csimile, . ._._. w :. . ;�ar�puter :�(tc�get�er .�ith . as�s�ci�tect . d�vices �or: transmitting .:and: _�eceiving e-r��i�, interriet �d c�ther ��eetronic scommunieatio�s) �d otl�er; equipment .�requir� to ii�terface sueh dParty with 3the Service; �e. � _. , � � � � 3 � �� � (bj cooperate anct coordinate with, and furnish information to, the Committee and the Contractor as requir�ed for the simplementation of the Service and tl�is Agreement; _ (c} �promp�ly � ancl :eourteau�l�� r�spond to� ;a�y �r.equest, received by such Party through the Service, for Iocation af such Party's subsurface utility . � fac��it�es; ;aricl � � � � � � � {d) pay before delinguency all chaxges and other amounts payable by �it �or use'of the 'Service when the validity of s�zch charges or arnounts have not _• 7��en appealed °pursnar�t to Sectian €� or, iF so ap��i�d; whe� sueh charges or amounts have been ��ia'lly deterrnined payable by the Cornmittee: : MASTEP. AGREEME?v'T PAGE 6 [/Revised,blasterAgreement) 2.5 Equal O.p,portunity Compliance Each Party shall corriply with Executive Order No. 11246, the Rehabilitation Ac� of 1973 and the Vietnam Era Veterans' Readjustment Assistance Act of 1972 and all of the orders, rules and regulations ;promulgated thereunder (including, but not limited to, 41 C.F.R. Section 60-1, 41 C.F.R. Section 60-250 and 41 C.F.R. �ection 60-741), �.11 as the , sa�e ;nc�ay have been or :may �be amended. The "equal .oppartunit� clause" of 41 C:F.R. Section 60-1.4, the "Affirmati�e t�ctior� Obligations for Liisabled Vetera�s anc� �eterans of the Vietnam Era" clause of 41 C.F'.R. Section 60-ZSQ.4 and �he "�.ffirrnative Aetion for Handicapped Workers" �lause of 4l ,C:�.R. Section 60-741.� ar� �incorpor�ted herein . by ;this reference. Each Parxy certifies that segregated facilit�es (within the meaning of 41 C.F.R. Section 64-i.8) are mat and wi�i not be arr�aintained or provided far its employees and that it will not permit .its empla�ees =to wc�rk at any location under its control where segregated facilities are maintai�ed. Each Party shall .obtain a similar certifieation from other parties as required by 41 C.F.R. Section 60-1.$. This section shall apply only if and to the extent required by applicable law. Section 3. The Comm�ttee 3.1 Composition 3.1.1 The Cornmittee shall be composed of .as many members as there are LJt�lity Groups. 3.1.2 A Co�mittee member may designate and, once designated, replace an alternate by giving written notice of such designation.or replacement to the other Comanittee rriembers. The alternate designated by a Committee member may vote and o�erwise act in the ;place of sucn Committee member. 3.1.3 �'he names, addresses and telephone .n.umbers of the Committee members on the date of this Agreement are listed in the attached Exhibit D. 3.2 Voting for Committee Membe�-s The Parties included in each Utility Grou� s�all be entitled to elect one Committee member to represent the Utility Group on the Committee. In any such e�ection (i.e., pursuant to Section 3.3 or 3.4 belaw), each Party shall be entitled to cast one vote for each dollar paid by such Party pursuant to Section 4 for such Party's use of the Service during the prior Fiscal Year, excluding: (a) any interest, late payment charges, costs or other amounts paid by such Party on account of any failure to pay any other amount when due; and (b} any amount paid after the due date for nominations specified pursuant to Section 3.3.2 or 3.4.2, as the case may be. MASTER AGREEME'vT PAGE 7 [/Rec isedMastertlgreementj i_ _ _ __ _ _ _ 3.3 Regular Elections of Committee Members 3.3.1 ' Prior to each Annual Meeting; the Committee shall conduct a `reg�lar e`lection pursuant to this Section 3.3 ta eiect successors for thase Commi�tee mem`�ers wi�ose terma`;expire at that Annual Meeting. ' '3.�:� °'At .le�s� sixty (64J `days; prior to ar�y A�inua'1 Meeting v��en��he �erm" vo� any��Commit�ee �mei�iber "expires; the �Comi�iitt�e �hall sencl �ta �ie'�ar�ies `incl�ded iri` each'Utility� Groi�p "represented by a°Committee rnemUer tci'lie electecl' a �vrifiten �o�ici`tafiion Qof' norri��;tio�is for the� Commiltee kmeinber to represent suc�'I�tility e fi, ; �Group��fo`r the�€ti��aw�rig'�erm: `Such sc►licitation's�all specify the d�.fe de�erm'rMeel by �e$ Cti�imitte��'`as �tlie 'd'"ue da��� b� whicli nori�ina'ti�iis °inust '1ie receiv�i� �by° �e `��ainmitte�. Any �'a�ty' ��y •naniin�te a�candidate for �Yec'tinn as tlie LT'tiiity `Group's Co�mittee ine'ber tiy giving' t�� f��mmittee written notice {�f the r�ominat'ian prior #o fihe' due date s`peeified in the �Cammittee's`' soiicit�tion' of nominations or by any ather �ineans approvec� b�` the Comrnittee. �. , 3.3.3 ' At least thirty (30) days prior to any Annual Meeting when the term of any Committee mernber ex�ires, the C��rnittee sliall send ta �he' Pat�ties included in each Utility Graup represented by a Committee member to be elected: � -���F�rs�'.°�� � ` �, (a a writte�n ballot ine�uding aIl of the ca�didates, r�om�inated for � such �ornini�iee'me`mber``s�positidn pii�suarit to Section 3.3.2;' (b) a copy of any resume, statement ar other materials furnished by " ' t�i� �ciniina.�i�g � Pa�,y� a'r, fhe' cani�ictate r`egar�ing 'the qt�li`fications of the c�ndiciat�, proviclecl`�that the Committee may exclude any` mate�ials `tliat' it �'deems't4`'�ie inap�ropr"ia"te, unreasonali�e or tc�o expensive'to copy anct serid;t ' ._ a � r � _ � v e . _ _;,� _. . �, , o f.. _. . �.� �_. _ �r.,__ .� , � (c) a statement of the number of votes that each Party in the Utility � � Group i�'entitled to cas'#'in`the e�ection; and `�' ° � ��. �:.-�:� , . ' _ . _ � . (d} a statement of the date deterrnined by the Committee as the due date by which completed bal`Yots iriust tie receivec� b��t�ie Committee. ' � �3.3:� " The `caric�idate receiving a ma;�oriYy of ��e votes cast' by Parties � the �Utility �i�up,`�lia�l bc e�ected as tfie"CoinjtriEittee. rrieiriber for °suc'h LTt�It�y �(s�`roup e�fecti�ve"as o�'tl�.e Ari�ival °1�'Ieet`ing'for which `the'ei�'c"tion'is held: �f no canfii�ate �,»�P. _ , .,r,: : . � , � . r. : , � ,_� recelv�s a m��ority of'the votes` cast; '�tnen �he Comrnittee sha'll coriduct a spec�al eiection for tl�e applicable Cornmittee rriember position, `�ut onIy t�dse tw�s (2) candidates receiying the most votes in the regular election under this Section 3.3 shall � be candFdates;rn fhe special election. ' ,� .'"�a�e �.3<�'. . ;r�`s,��s�83 . ?� {�' 3a' _., t�fi?.� . . .. . P ».� m� , :I[}'f".> ' ..,. � i t_ � . , � :i'i . � „ + F ° p�s '-. t . i � t i �w t � .. . . . .. , . _ i. . . . _ . .. � N(riSTER AGREEMENT PAGE 8 [/RevisedMasterAgreement] 3.4 Special Elections of Committee Members 3.4.1 The Comrnittee shall conduct a special election upon the occurrence of any of the followin� events: (a) in a regular e�lection under Section 3.3 or a special election under �this '5ection 3.4, �no c�ndidate receives a majority of the votes cast by the Parties in "the applicable Utiiity C'iroup; (b) a`�7tiiity' Group does not have a representative on �he Comr�ittee; (c) a Committee member's term terminates pursuant to Section 3.5.4(a) or (bj; or :(d} Parties entitled to cast twenty=f ve percent (25%) or more of the votes entitled to be cast 'by ail of the Parties included in a Utility Group sign �and deliver to the 'Cornmittee a written request for a special election to rerriove •• their existing Coinmittee member and elect a successor. 3.4.2 Promptly after the occurrence of any event described in Section �.4.1(b) or (cj, the Committee shall send to the Parties included in the Utility Group representec� by the Comr�ittee member in quesfion a vvritten solicitation of nominatior�s for Yhe Committee member to represent such Utility'Group for the balance of such Com�ittee member's rema�ning term. Such solicitation shall specify the date determinec� b� t�ie Committee as the due date by which nominations must be received by the Committee. Any Party �may nominate a candidate for election as the Utility Gro�p's Committee member by giving the Committee written notice of the nomination prior jto �he due date specified in �the Committee's solicitation of nominations or by ar�y other�mear�s apprmved b��t�e Gommittee. _ 3.4.3 At �east thirty (30) days prior to the due date specified pursuant to (d) below, the Committee' shall send to the Parties �included in the applic�.b�le i�t�lity ���roup: � � � (a) a written ballot including all of the candidates nominated for the Committee member position pursuant to Section 3.4.2 or, in the case of a special electian unde� Section 3.4.1(a), the two (2} candidates receiving the most votes in the prior regular or special election, as applicable; (b) a copy of any resume, statement or other materials furnished :by the nominating Party or the candidate regarding the qualifications af the candidate, provided that the Committee may exclude any materials that it deems to be inappropriate, unreasonable or too expensive to copy and send; {c} a statement of the number of votes that each Pariy in the Utility Group is entitled to cast in the election; and MASTER AGREEME?dT PAGE 9 [/R2visedMasterAgreement] _ _. . _ _ . _ _ .. _ (d) a statement of the date determined by the Committee as the due date by which completed ballots must be received by the Committee. 3.4.4 The candidate receiving a majority of the vofes cast by Parties ir� the Utility Grou�a shall be elected as the Commiitee member for such Utility Group effective as of the date wl�en the Committee notif es the ap�licable Utility Group of the results of the election. If no carididate receives a majority of the ,yotes cast, then the Committee shali conduct another special election for the applicable Committee me�r�ber ;po�it�or�, abut or�ty those two (2); candidates receiv.ing the r�9st votes in the prior special election under this Section 3.4 shall be candidates in the special election. � � 3.5 �� Term af Com�ittee Membe�rs � ,. �:�:1 '�'he ,terrn of any Committee member elected pursuant to Section 3.:3 .or 3.4 shall commence on the effective d�te of his or �:er election. , 3.5.2 Subject to textension as ,pxovided for in Section 3.5.3 and to � e � � earlier termination ptzrsuar�t to Secfion 3.5.4: ✓ �a) , the te�m o� ;each Committee member listed in the atta.ched .�xhabat D.shall: e�cpire aciri the date ,of the Annual� 1Vleeting in the year specif ed ., � , :, : . „ in ;the .attacl�ad �iaibit l�• � � � � , . � � ,: . , -�- � v. � .. e �. . ,�:_� .,�.. . , . � ��. .. . . � := .� , .. ` ` " � `(b� 't�e `' t�rin " of ' each ''Commiit�e' ` inerriber ` � e'le�te�` ` `pursuarit to e - � , _ ., , , . . �. . � E ,. "'Sectiori'�.3 that co'tiimences as of any `given Annual Meetit�g' sha�1 expire at the ` third �n�ta�'�Vleeting'�`i�erthe commencement o�'tiis`or her�terrn;x�anci ,:,,, . t. _ e . � . � �c�) � t�e ��r�n °�of °e�°c� 'Committee ,rnernber e�ec�ed �pursua�t to Section 3.4 (excluding any .special e�ectian uncler. Section 3.4. I(a) arising out of a regular election) shall expire upon the expiratian of the rernaining balance of . the term �o`f any,rysuch'Committee member's predecessor. 3.5.3 In the eve�t a special election is �eo�ductec� ' pt�'rs�aiit to Section 33.4 to elect a successor for a Committee member whose term would 'at�iervv�se'expi�re i%ic�e� Section 3:�:�, t�e term cif such `Coriimittee �embe� shall be extenelecl penc�ing ` ct�mpletiori of' tlie special �lect`ion fan�t sha'll'`expire on the cQmmei�cemerit��1ga'te'Q� t�ie'te'rrii of his or "her?successor. `' °` ' t . :5} �, .T `,4_ . . .� � e . > - . . . �.5.4 Tl�e term of any Gomrnittee member sl�all terminate prior to the=exp'iration`of'his or''her tetm pursuant to Section 3.5.2 updn the occurrence of any of �e follovving ��events�: � � � � � � , . � � ' ' ���' Ch� �ea'��of the Cornm�ttee° i�em'bei�;. , . , . � . ; , . ,. � ` ° `3 � ` ` ' ` -�the a�arr��ittee m�mber resi s ti tvzn the �oinmittee written �`} � � g� "�; �notice af such resigrYation; c�� � � 3 r � � � ' ` Mr1STER AGREEMENT PAGE lU (lRevisedMasterAgreement) ,(cj a successor is elected Section 3.4.1(e). 3.6 Com.mitxee 1Vleetings pursuant to a request uncler 3.6.1 The Cornmittee shall have regular meetings as determined by the Committee, but not less than once in each calendar quarter. The Committee shall give all Parties reasonable advance written notice of the time and place of its regular meetings (e.g., by publication of the schedule for regular meetings in a new�letter or ofner materia;l� dis�buted to all �'arties). 3.6.2 The Co�mittee shall have special meetings as determined by the Committe3e. :Furthe�, �any two (2} or mvre Committee mer�bers may call a special meeting of the Committee by giving all other Committee members notice thereof at least five (5} business days in advance of the meeting. The Committee shall use reasonable efforts to give all Part�es : reasonable advance notice bf any special meetings of tlie �Com2nittee whenever practicable in the circtimstances, taking into �.ccount the fime per�itted, costs of the notice, the agenda of the meeting and other pertinent factors. , ,. . �.6.� All m�etir�gs of the Committee sha11 be held at t�e One-Call Office or 'at such ather place as may be determinec� by the Committee. Presence at a meeting by the Committee member or such member's designated alternate shall constitute a waiver °by that Committee member of notice of the meeting and any objection to the �place of the meeting. 3.6.4 �t%Iinutes sha�l be kept of each Committee mee#ing and provided to aI1 'Committee membe�s. Each Party shall have access 'to the minutes of any Committee meeting a.�d the right to examine and co,py the same at its own ex}�e�se during normal 3business hours at the One-Call Office upon: reasonable advance notice .to the Committee. 3.6.5 An� Party may attend and observe any Committee meeting. 3.7 Manner of Act•ing by the Committee 3.7.1 The Committee may act by adoption pursuant to vote taken at a meeting of the Committee in accordanee with Section 3.7.2 or by written instrument signed by ali of the Committee members. 3.'T.2 On each matter put to a vote of the Committee, each Committee member shali be entitled to cast one (I) vote. Any matter put to a vote of the Comrnittee shall be deemed adopted by the Committee upon receiving the affirmative vote of a rnajority of the totai number of Committee members, except as otherwise specified in this Agreement and except that all of the following shall iNASTER _1GRFEME'�T PAGE 1 I [/Rev isedivtasterA greement] require the affrmative vote of at least two-thirds of the total number of Committee members for adoption. _ _ __ (a) any change in the Fiscal Period; (b) any change in f'he location of the'One=Cal1 Office; �� `� � � . , , e° f �tertx%i�a��mn of�tk�c `ierm °` ursi�rit to "Se��imn 2.2 ' ;, � t � . �_ . ig�; � (d} any change in the nur�ber; �. i�ature ?�r a���sif cation Qf Utility Groups under Section 1.1.15; � (�) �ar�� ch�nge in ati�e °ck��rg�s for. use of the Service p�rsua.�t 'to Sectior� 4:1; . _ m . , (f�. . .th�. .authvxiz.�t�an .or �a,ppz�c�val of any costs .as Cor�mon..�osts (including, but nat 1Ymited to, the approval of any budget of the estimated Comr�aan Costs to b,e i�curred to:�r.avide the. Service dur��g any Fiscal Period}; (g) the imposition of any surcharge pursuant to Section 4.3(b); � � the termma,tion of . an P� 's artici ation � Tin the Servi � � .� �) . .. , � Yt �Y, P . _ , �� � . >, �. . , . ,_ .�_ � �,�rsuanf �to �ec��on �,2.2, � � � (i) tlie selection af t�e `Contractor,' �xecutive Pidmin`isfrator aric� `the 1Vlontana Repre�entative, the terms of any ° coritr�.ct between the' Contractor, Executive .Administ�tor, Montana Representative or any other- Person and the Committee arid any e�ctensior� ar amendment of any such cantract; , �_ � � : , _ . .. . . . �_� , � . � ,.. ��� � the� �utYlori�;�loti �'of� a��'��Persot�;��`or�� th� �elegat�i��'of �iy ' ' autHority (e.g., �by appointrrie�t 'of an agent ' or� dothe�rwise), �Co enter 'into �ny contract on behalf of the Parties with regard to ir�plemeritation oi the 'Service � or �his Agreement, � ,. � � � � . � ,,. �. (k) the establ�shme�t, an� ,clelegation of any. authority of the _ Committee to, ariy subcomrriittee af the `Commiftee; ` �' (I) �' tlie ac�o�tio� or a�nendment of' any palicy, �rocedure, g�ideline, rule Qr requ�er�ier�t pursua�t �to �S�ction �, 2�c�; , � ,(m) the rendering af any interpretation, co�struetion or clarification of this Agreement pursuant to �ection 2.2(d); , �� , . . � , � , ' ' (n`}" ' 'the establ�s�iinen� of pr��edcii-e's f�r �lie �etermiriatian, biltir�g, ` paymeni arid c�tlec`ticin of �lia���`s'' �c�r'iise of the Service, an�"�ui-charge �tier Sectton 4':� anc� . oth�� arr�a`nts �`�i�ya'�te under tY�is Agr�e�n�nt' pursu�' ta Section 2.2(e); MASTER AGREEMENT pAGE 12 (/Rzvised;'vtasterAgreement] (o) the establishment of any sinking funds or reserves (other than reasonabie reserves for working capital in the ardinary course of:performing the Service) for contingencies and other purposes in connection with performance of the Service; �d (p) any amendment of this Agreement ;pursuant to Section 9.4. 'Section 4. Payment ani� A�location of Common Costs 4.1 Establis`hment of Charges The Committee s�all establish charges for use of the Service. Such charges s2�a11 be fair, reasona�le and nondiscriminatory. The Committee may establish different charges for dif�erent ciasses of usersa provided that there is a reasonafi�e basis for ciistinguishing different c�asses of users and for establishing different chazges for different ciasses. Such charges are presently assessed only against the Parties; however, the Committee may, in its discretion, assess charges for use of the `Service by others. Subject to the proced�re� outlined in Sectian 7, the Committee may at any time change the charges effective for the Service provided `during any Fiscal Period. 4.2 �Ghar�es Basec� on Comman �osts All revenues � received �rom charges for use of the `Service sha11 be applied toward payment of the 'Coixunon 'Costs. Af least ninety (9U) days prior to the commencement of eac� Fisc�l Per�od, the Committee snall approve a budget of the estimated Common 'Costs �to be iricurred to provide the Service during such Fiscal `Period. �'or each FiscaZ �eriod, �the Committee shall endeavor to establish charges designed to produce revenues s�f cient to pay all of the Comr�on Costs for such Fiscal Period. �1.3 Comm�oe Costs in Excess of Re�enaes If, �t �t�e close tof �n� �isc�l Feriod, t�e Car�mon Costs exceed the revenues received from charges fo� �e �'a�i�s' �use of the 5ervice, the Committee may: (a) pay the e�cess during tYae inex� ar �ucceeding Fiscal Periods (e.g., through charges far use of the Service in such later Fiscal Periods); (b} aimpose and' ca'llect from each Party a o�ae-tirne s�.irc�arge equal to kthe total excess arnount tnultiplied by a fraetion, the nurnerator af which is �the tatal charges properly payable by s�ck� Party for use of the Service during the relevant �iscal Pe�iod and the clenominator af which is the total charges prope�ly payable by �a21 Parties for use of tl�e Service during the same Fiscal Period; or MASTER AGREEiNEtiT PAGE 13 [/RevisedMasterAgreement] (c) pay the excess out of any outstanding reserves or excess revenues from prior Fiscal Periods. _ _ ___ _ . Any surcharge under (b) above shall not constitute or be deemed to constitute a change in the charges under Section 4.1 and shall not be subject to the procedures set forth in Section 7: Each'Party shail pay such surcliarge within sixty (6U) days after the date of the invoice therefor oz such lar,ger �,eriod of ktime ras may be specified bys the �:_��� r{; Committee. 4.4 Banl� �eca�nt� , 3 - r All Nreven�es received on acc�unt of the Service s�all bef deposited, =in such 6ank account or accot�ts at such hank or banks as shall be se�ected from time to time by tfie Committee. All drafts, checks; bills and cash�which may from time to time be received on account of the Service sk�ali be deposited� immediately in such account or accounts in the sarne form in whi'ch they are recezved. `� `4:S ' $ooks and `Recorc�s af Comman �osts , ` , The Committee shall provide for a complete and accurate set of books and recorcis of th� Common Costs. ySuc�i �oo�ks `anc� recorc�'s° shall"�tie kept in accordance with ,ge�erally accepteci accounting pr�ctiees a;�plied: an a consistent mann�r,. correctly ref�ectin� alI trarisactions involving Cornrnc�n Costs. Unless otherwise clirected b}� the Co�rimittee, such books aiad recor'ds � shall be �n�air�taine�i an the cash basis. Such , . . , , . . � �. , , �_ � �_. � t � � �� = F , � t oks and records shall be kept at the One=Ca1� Of,fice, or such flther location as may be bo specifed b�% t�ie Committee:"Each Pa�ty sha.�� have acce�s to, such,tiooks and records and the right to exainuie, copy and audit the same at its own expe�se during norinal business "hours upon reasonable advance notice �to the Committee. The Committee shall cause such books and records to be audited not less frequently than annually by an independent certified ,publ�c q accountant sele�ted ;b� the .Committee. The Committee shali provide each Party with certified financiai statements for each Fiscal ;�'eriod (mcl�tding, but,not.�ecessari�y.liznited to, a halancefsheet and a statement of results for-the Fi�ca.lr �'�eriod} prompt�,y af�er �he_ e�d c�f ��ch �isc�l Period. s : ; 4s6 �. , � �k�}ther,C�r�n�t�e���te�r�s � �: � . . � .. � � s ,r.'_.. `"f.J'' . . 't € .,i . All other records of the Committee relating to this Agreernent (including, but ,nQt ��it�c� io, copi�s -c�f ail writt�n �on�ra;c�s� wti�� tl�e �o�tra��#or or .:any other Person �entered into by ; �tk�e. �Cor�ittee}. ,shall ��� �k�pt = at �the =t�t�-Gali i0f�ce ar :sueh other location as rr�ay'be speeified by the �o�imittee. Each Par�:�:shali have access to such :records and the ri�ht to examine, :capy a�td a�iiit the same= �t its o�vn exp�nse during normai busir�ess.�o�i�s upon reasaz�able advance.notiee ta the Committee. MASTEF r1GREEME'v'P PAGE 14 (/RevisedMasterA ereem�ntJ Section 5. The Parties �.1 Additional Parties Any Person that owns or o,perates subsurface utility facilities (including, but not necessaril.y �limited to, any electric, -gas, telephone, water, cable television or commur�ications distrihution systemj within the Service Area may become a Party upon execution of a`'Subsoription t�greement and `acceptance o� such Subscription Agreement by t�e Comrnittee. The Committee shail not unrea�oriabiy withhold or delay `its acceptance of any Subscr�ption Agre�menf fendered for acceptance. 5:2 Termination of Particirvpa"tion 5.2.1 �oluntar.y VVithdrawal Any'Part}� �rr�ay �vithdr�w as a Party: {a) effective upon the e��irat�on of not less than one hundred twenty (1 �0} days after such 'Party gives the Committee writter� �notice of such withdraz�vai; (b) effec�ive a� of the effective date of any� inc�ease in the charges ;,payable'b.y sucl�'Par�.y for use of t�e'�er�ice made by the Comr�ittee pws�t to • �ection 4.1 (e.�g., �exc�uciing a.ny ,increas� or sureharge pursu�rtt �to Section 4.3), provided �at suc� Party ;g�ves the Cornmittee written notice of �he withdrawal at least forty-five {45) days prior to the effective date of the increase, .or {c) �effective as of the effec#ive date of any amer�dment of this �:greement m�ide by t�e 'C�arnmittee pursuant to Section 9.4, ,provided that such ?Party °gives the Co�mittee �ritten notice o� sueh withcirawal prior to the e�pirat�on of thirty (30) ciays afte� t�e effective clate o€the amendment. ` No vvit�idrawal pursu�t ta this section �hall :re�ieve or .release �any Party from any of its :abtiga�ions with .re�p�ct to charges accrued, �arnrnon C�sts incurred or any other �liability aecrued or ir�curred prior :tt� the effective clate of such withdrawal. 5.2.2 Other Termination In the event of any material breach of ar default under this Agreement :(including, without limitation, any refusai or failure �to pay when due any charges for use of the Service, �an� surcha�ge ur�der Section 4.3 ar any other amount payable und�r this Agreement) by any Party, the Cammit�ee may terminate such Party's participation iM the Service and rights under this Agreement as fol�ows: {a) �4 Notice of Termination sha11 be sent to the Party by first-class mail, postage prepaid, and shall include (i) a statement outlining the reason(s) Mr1STER AGREEMEtiT PAGE 15 (/Revised:�lasterAgrzement) for such termination, (ii) the effective date of such termination, (iii) the action the Party must take to cure the stated breach or default, and (iv) notice of the Party's right to have the Committee review the Notice of Termination pursuant to Section:6. (b) The actual termination of :a Party's participation in the Service shall take place, if at all, not less than thirty (30} days after the Notice of Termination is placed in the mail addre�sed to such Parry �and only if the breach or default is not cured prior to the expiration of such thirly (30) day period. (c) warning or Termination. The Committee shall not �e requi�ed to give the , Party any notice of the ardered termination � other than the �� Notice of (d) If the Party disputes any termination under this Section 5.2.2, the Party may submit the dispute for review and resolution under Section 6 by giuing tl�e Committee written notice thereof prior to the time and date termination is scheduled to occur, as specified in the Natice of Termination. If the Party timely disputes the termination, actual termination will be stayed pending completion of the procedures under Section 6. T�rr��nation piars�ant �o tl�is se�tion sh�il r�ot rel�ev� or �re�e�s� �y Party �cam any of iits abl�gatians ,vvith �respect .to charges accrued, �Com�non :Costs ineurrecl ar �ny other ;1iat�ilit� acc�ed or i�curred• prior �to the effeetive date of such =termin�tion. 5.3 Utility Group Assignment f Each Parly �shall select and be assigned ta one { 1) Utitity , Group at :the time of �ubmittal �nd acceptanee of its Stabscriptican Agreement. Exhihit A lists {ar- specifies the means for obtaini�g a l�st o� �he Part�es on the dat� qf this Agr�ement :by Utility Group. Parties eligible to participate in multiple Utility Groups may be assigned to an�y cane ( I j Ut�Iity Group at any time. S�ch Farties may change their Utility :�Group assignme�t by:giving written �otice;to the Cammittee; provided that such change shall be effective �as of the next A�n�al Meeting fali�g at leas� �forty=fiue;(45} days after the Committee's receipt of the Party's written notice: 5.4 Annual Meeting An annual' meeting vf t�e Parties shall be heid on the =third �Friday ir� .��ptember of each y�ax at 9:Ut} a:rn. at the One-Gall ()�fice (or or� such other date and at such ather time or :place as the CQmmittee rnay direct} for the purpo�e of eiecting Committee members and transaeting such oth�r business as may properly came before the meeting. MASTER AGREEME�vTT (lRzv i sedMasterAgreement] PAGE 16 Section 6. b.l Dispute Resalution and Committee Review Procedure for Dispute Resolution Exce.pt as otherwise provided in Section 6.2, any controversy or dispute between the Pa�ties, or any one or more of them, or between a Party and the Contractor arising under th'is Agreement and any request for Committee review of an issue or dispute that is specificali� authorized under an� provision of this Agreement or document adopted pursuant to this Agreement shall `be `heard ancl resolveii by the Committee as follows: (a) 1yi Party seeking Committee review s�all send a written �iotice of Request for Cbmmittee Review to the Committee and ta each Party involved in the issue, controversy or dispute (a "Participating Part�"). Unless a shorter ;period of time is specified elsewhere in this Agreement or in any document adopted pursuant to this Agreement, such notice must be received by the Committee within ninety (90) days after the occurrence of the euent(s) giving :rise to the issue, controversy ar dispute in question. � (b) The l�ot�ce of 'Request for Comrnittee Review shall set forth .in �reasonable detail ;(�) the reason(s) for the request, (ii) the identity of each ��rticipating Party� and .(i�i) an� �de�na.�d fcar .a farmal �heaxing be�or� the °Comrnitte�e. • (c) V�ithin :fifteen (1 �) days after the Notice of Regue�t for �Go�ittee �e�iew is ;sent, each Partic3pat�ng Party (iricluding the �'arty who �initiated t�e review .process) shall set forth in writing a statement of its position �and submit such statement to the Committee and to each of the other P�icipating'Fa.�t�es, if any_ , (dj Within ffteen (15) days after reeeipt of a Participating Party's �staternent tof position, �any other 'P'articipating Party rnay submit �to the Committee and to each other Participating Party a written response to that statement. (e) I� demanded "by the requesting Party in i�s Notice of Request for Committee Review, demanded by an� other Parficipating Party in its .position statement, or on the Committee's own initiative, a hearing will be held within thirty (30) clays after the end of the fifteen (15} day response period set forth in sectian (d) above. In that event, the Committee shall send a Notice of Hearing to each Participating Party at least fifteen (15) days prior to the date of the scheduled hearing. (�) At the hearing before the Committee, if any, each Participating Party shall be entit�ed to (i} present aI1 relevant evidence, (ii) question any MASTER AGREEMENT PAGE 17 [/Rev isedMasterA greement] __ _ _ _ _ _ _ witness called by the Committee or any other 'Participating`Party, (iii) give an ot�al statement of its position, and (iv) require the attendance af the Contractor or any other Party having relevant evidence. (g) Withzn fifteen, (15) days after the erid of the thirt� (30) day period specified in section.(e} above (whether or not a hearing is ac�ual�y held�, the o, Coin�ittee shall issue to each of the Paxticipating zParties a writt�n �,ecis�on . setfing forth in rea'sonab�e detail, its reasons and bases .for th�e determination. The written decision of the Committee shall be final and binding on `t�e `Farties. '�he failure of an� Party to cor�ply wvith the Commi�tee's vvrit�en �ie�ision ,ma� result in the action specif ed by the Committee ,(e.g., termina'tion, sus�pensiony etc.�, .if any, being ,taken ori the date s.pecified.without further notice to the noncomplying Party. Under no circumstances sha11 a Farty be entitled to seek Committee� review of any issue, controversy or dispute more than once without the Committee's prior written.consent. � �� 6.2 � � �' ` Exeeption � � � � , � Section 6.1 shail not apply to any dispute or controversy arising under Sec�'ion��.5. �� � � � _ � `Sec�ion '�. " ' �.d�inistrative Proced�res _. _.__ ___: 7.1 _ __._ _ .Applica�ion ..__. . _ _. = d;�T�e pro�edures outlir�ed an :Se�tion 7.2 shall app'ly orily �to propo�als by th� �Co�ittee to adc�pt; : ' {a) changes :in t�e charges for use of the Service or an,y :rate schedule related thereto pursuant to Section 4. l; (b) cl�anges ir��the .nurnber, nature or cl�ssification of Utility Groups; ; . � � , . ' (c) arnendments to this Agreement pursuant to Sectian.9.4� and (c��; : suc� , other proposals as the C�mmitte�, may determine to make subject to the procedures outlineci in Section 7 2: r , � ,_ �. , , ,� � �� , , . . � � �. F _ . ��.., 7:� � , �'.��Sc'ec�iires , , _ � _ , � . � � _ �,° Cornmittee praposa:�s to which this sectian applies `sha�ll' not �be f ria�iy adopted by the Comrnittee except as follows: . , , . {a) The Committee shall send a written Notice of Proposal to each Party,� whieh shali (i) describe the proposal in reasonati�e detai�, (ii} notify the Party af its right ta suhmit written' 'comments Eon t�e prop`�i�l far a'period of at least thirty {30) c�ays from the date of the Notice of Praposal, (iii} natify the MASTER AGREEMENT PAGE t& {/RevisedMasterAgreementJ Party of its right to request a hearing on the proposal before the Committee, and (iv) notify the Party that the proposal will be adopted and take effect, if at all, ninety (90) da�s from the date �f the Notice of Proposal. (b) Each Party shall have the rig'ht to submit written comments on the Committee propos�l within thirty (30) days after the date of the Notice of P•roposaL (c) If req�ested �y a Party in its written comments submitted pursuant to section (b) or on the Committee's own initiative, a hearing on the propc�sal will be held not earlier thar� forty (40) and not later -than si�ty ,(60) days after the date af the Notice of Proposal. In that event, the Committee shall send each Party a wr�tte� Notice of Hearing ;not �ater than fifteen (15) days prior to the date schedu�ed for such hearing. (d} At the hearing on the proposal before the Committee, if any, each Pariy shall be entitled to submit all relevant evidence and make an oral statement of its position on the proposal. (e) The Gvrnmittee may t�ke �final action on a proposal at any time a�t�r t�e end of the tl�irty �(�0) ,day co�ment period or, if a hearing is held, after the close of the hearing. '�'t�e Co�mittee shall notify each Party of any, iinal action within o�e hundred twenty (120) days after the ctate af the Notice of iP�oposal. Action taken on a proposal by the Committee pursuant to section (e} above shall be fnal and bindi�g on the P�rties and, unless otherwise specified by the Committee, shall take effect r�inety (94) days after the date of the Notiee of Propo�al. Any action taken by the Committee pursuant to and in accordance with this Section 7 shall not be subject to review unde� �ection b. Section 8. Relationshi.p of the Parties �8.1 No P�rtnership This Agreement shall not be interpreted or construed to create or evidence any partnership among the Parties or any one or more of them or to impose any partnership obligation or liability upon any Party. Except as specifically provided in Section 2.2, this Agreement does not authorize any Party to: acf as an agent or ofher representative of any other Party, enter into any contract in the name or on behaif of any other Party, or incur any obtigation or liability of any other Party. 8.2 The Contractor The Contractor shall be and act as an independent contractor in the performance of the Serviee, not an agent or other representative of any Party. MASTER:IGREEhtEtiT PAGE 19 [/RevisedMaster.AgreementJ 8.3 Na Third Party Beneficiaries There are no third-party benef ciaries iznder this Agreement (other than the Committee rnernbers and alternates) or of the Service. Th�s Agreement shali not be 'inter�preted or construect to confer any right or remedy upon any `Person (othe�r than the Parties and the Committee merr�bers and alternates) or to relieve or release any Person (including, but not limited to, the Contractor) from any obligation oT tia�i`ility to any P� Withaut l�mting �he ��enerality. af the foregoing, the Service, is for �the sole b�enefit of the Parkies ,and not for the henefit of a�y other �ersan. ' ` $.4 ' 'No Dedication o�"I'acilities ` � s . �: � . �,, � � - e ; T �� .. ' '�'hts `�greenienty�°shall not be interpreteci a'r constriiect to con�ti�tzte °or� evidence any dedication of facilities owned or operated by any Party (or ai�y portion t�ereo� to the public or to any other Party. � � � . ; �, ..,_.. _, . ., _ _�_e,.. _ , � �.� __ --e ._.. �� � � �.5�� � � � �'Sev�'rataf�►bligat�ons ' � � � . �� � � } The obligations and liabilities of each Party under this Agreement are several, �t�'t �`oir�t. °I�o ' P'arty °'shall; ' b.y v'3rtue of this Agreeianent, tbe respdnsible for the =okiligatii�ris, �liabi�ifiies; a�°ts -�r omissions `of any o�er Parry. Witho�t `limiting the � '�e���a�it��o��he �oregoi��": � � � , . r � . . . . �?� �� '� � . �a' _. � �� , �tf,;ti,. (a} No Pa�ty �hall be responsible for the charges and<other famounts payable with respect to the Service provided to any other Party (except to the : ex'teii� t��'t °the'° �'ailure 'to pa:y �such ar�ounts i5 taken into aecbtzn� �iin an� inei�a�e in � �e charge's �st�briis�ed by #he 'Committee' under Section 4:l or •th�`�excess lCominon Cosfis'�Ylocated under Section 4.3). ° ��. _ � �__ , __ - � ��.__ _, _ e -- � �: .�f_� _� _. .�e . � �.. :._ (b) Each Party shall be solely respo�sible for �its response �to ,any request, received by such Party through the Service, for location of sueh Party's subsurface utility facilities. (c) To the fu�llest extent permitt�d����`�app�rctt"b1e law, eaeh Party ("First Party")- sl�all defen�i, indemnify and hold harmless each other Party and ' each �o '�iin�i�ee` memtier£and al�ernate from ai�y �nnd �all 'claims; losses, harm, .� � a„ . : �.., s li�bilitie`s," darn�ges; =costs and` expenses (inciudii�g, `bt�t n�t ��limited�`;�o, reasana��� a�to``rrieys' 'fe�s� &ansmg out of any actual o� alieged n�ghg�`rice,; i�ct t' or, in the °case�°d�' �n actuai or'a1'legeci duty to'act, , failure��o ac�''by� `the I��-st ` Party in` cciiiriectiaii with �the Service (iricluding, "�iut ridt limited to, the FYi�st ParEy's response or failure'fci respond to a request, received by�the`�irst�PaErty thro�ugh the Se�rvice, for the loeation of the Firs�� Party'�� subsurface utility facilities). However, the foregoing shali not require the First Party to defend, . �, � i�c�em�i� or lac>id� �h��s ,an�; �ersvn from �y �cla�m, ; lcass;,, -har�,; liabiiity, damage, cast or, expense to the extent caused, by any ,actual neplige�tc�, a�t:or, MASTER AGREEMEiv'T PAGE 20 (/Rev isedMasterAgreement J in the case of a duty to act, failure to act by such Person. Without limiting the generality of the foregoing, the obligations of the First Party under this section :shail apply to any claim of an employee or former employee of the First Party again�t any other Part�. In connection with any action to enforce �the ;provisions of tl�s sec�ion, the �F�rst P�.rty expressly �aaives any defense, imrr�unity or limitation (e.g., on rtl�e type or amount :of damages, cor�pensation, benefits or liabi�ity pa3�able ;b� t�ie �'irst �Party) that might otherwise be afforded undex any industrial ins�ra:�c�e, �vor�Cers' compensation, disability benef t or sir�ilar statute, regul�tion, �ule car =order :of an� �governrnental author:iiy having jurisdiction (including, but not �inaitec� to, the Washington Industrial Insurance Ac�, Title 51 of the Revised Code of VVashington). Although the foregoing waiver may apply to a ckaim of a� e�np�oyee or former employe� of the First Party against any other Party, it shall not be interpreted ar canstrued to apply to any claim of any employee or former ernployee against his or her own employer or former employer: `8.6 Tax Exempt Status The Parties inte�d t�at an� :organization created or evidenced �by this Agreement sha.�l consti�.iate a� organization exempt from federal income taxes p�r�uan� to Section 501 of �the �Internal Revenue �Code of '1954, as amended, or any other statute, regulation, rule or order af similar im,port. The Committee is authorized �to ta�e any and aii action °(incl�ding, but not limited to, the preparation, �filing and prosecution of a.n app�ication of recognition o� e�emption under ' Section �01 of the �temal Revenue Code of 1954, a.� amended, or any other ;statute, regulation, rule or order af similar import) which it deems appropriate or advisable to carry out or i�ple�ent such �i�te�t. Section 9. Mi�cellaneous 9.1 �xcused Perfor,mance No P�rty shall be considered to be in default in the performance, of ari� of its obligations under this Agreernent ,(other than any obligations to pay money� on account of any delay or failure to perform caused by Uncontrollable Forces. Any Party delaying or failing to perform any of its obligations under this Agreement on account of any Uncontrollable Forces s'hall use its best efforts to promptly cure such delay or �ailure. :If any �dela� �or �'ail�e �to �;perform caused b� Uncontrollable Forces affects any requirernent of this Agreement, such requirement shall be equitabl�! adjusted ta reflect �uch delay or failure. Mr1Si'ER AGREEMENT PAGE 2l (/RevisedMasterAgreement) 9.2 Communications 9.2:1 Directec� to a P�rty A�y notice, �request, designation, direction, statement or other carr�rnunication ° dir�cfietl to .a Part� .urtder this Agreement= sh�11 be in vvriti�g and shall be c�elivered in ,�aers�n aor° rna�ied, pro.per�� addres�ed and sta�ped with the requ�red pos't���, to suc� :ac�d�es�.�s �he�:inten�e�l r�cipient �h�ll spceify:� in its S�zbsc�ip�ion A�ree�ent. Any P� may c�ange �rts�address �e�r ;cor�unicatians under this sectio� by ,giving the :Committee no�t�ce of si�ch°chan�e in accarcl�nnce vvi�h Section 9.�>2. .�,. ... me �. _ . . _... a�� ,�ne .� . __._ . e _ �.2.2 Dir��ted ta.th��C�pmm�ttee � ,.Any notice; rec�uesi,' designation, direction, statement or other communication directed to the�' �Committee under this Agreement���shall be in writing �nd �shall be delivered in person or mailed, properiy addressed and stamped with the required postage, to the attention of the "Operating Committ�e Chair",at the One-Cakl Offce. The Committee may change its address for cammunications under this section by �g�ving tl�e i'axties ��atice of such change in accordance=with Section g:2.1. :. � � � . � �� � � - . � _ �.3 : �:En���e A�gxee��x� . � � . , � . � , , � . _ .. , �, f � This A�,greernent' sets ' farth' the� ' entireme �.agreement among the Pa.rties a�d supers�des any and all, �irior agreements wi�h regard to the Serv'ice. � r .9.4� ` � � Ai��`ridmeni �„_ . _ . x;_ This Agreement may be amended from time to time, in w2�ole or in part, by the Committee in accordance with the procedures set farth in Section 7. _ 9.5 Implementation Each Party shall take such reasonable action (including, but not limited to, the execu#�ori; 'acl�iovvl�g'rt�e�it arid Ade�ive 'ry' of docurnerits} as may be ��eques`ted by the Comrrf it�ee �'or tlie imp�enientation or contir�uing performance af this Agreement. 1, _. . �._ _.. _ _ � .� _ _ � _� � . - ._�_ 9:6 �: � ��$Nc#n�ive� , � . _ t. � , �F ._ '�� �ailure,�of: a�y Ranty tQ ansist .upon' �r �enforce� :strict perfarn�ai�ce �Qf anY ,pr"ovision-c�f tl�.is A�r�ement nr {tc� e�cer��se �any right: ar remed}� urtcl�r �this A�eem�nt shall not be construed as a waiver or reiinquishment to any exter�t of �its � r:ight �ta ass�rt or rely upon any such provision, right or remedy in that or any other instance; rather, the same shall be and remain in full force and effect. MASTER AGREEMENT PAGE 32 [/RevisedMasterAgreement) 9.7 Sever�bility The invalidity or unenforceability of any proyision of this Agreement shall not affect the other;provisior�s hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable ;provisions were omitted. ��:8 '�iead�ngs The headings of sections, subsections and sections of this 1�greement are for conve�ience of reference only �nd are not intendec� to restrict, affect or be of any weight in the :�ntei-pretation or :cor�siruction of the provisions of such sections, subsections or section�. �9.9 ���Goverriing Law � � � This Agreement shall be interpretecl, construecl and enforced in all respects in accordance with the laws of the State of Washington. 9.10 Forum Selection No Par•ty shall commence or prosecute any claim, proceeding, suit or legal action to enforc�e this Agree�nent, to recaver damages for breach of or default under this Agreement or otherwise arisi�g under or by virtue of this Agreement, other than in the courts of the State of Washington or the District Court of the LTnited States, VVestern District, 5tate of Was�iington. Each Party hereby irrevocably consents to the jurisdiction of the courts of tk�e State of VVashington with venue laid in King County and of the District Court of the I�nited States, Western Division, State of Washington. 9.11 Suceessors anc� �ssigns This Agreement shall .be fully binding upon, inure to the benefit of and be enforceable �y each Farry and its successors and assigns. No assignment of any right or interest in this Agreernent {whether by contract, operation of law or otherwise) shall release or reiieve any Party of any of its obligations or liabilities under this Agreement. 9.12 Disposition of Assets at the End of the Term Any and all funds or othe� assets in the control of the Committee at the end of the Term shall be applied: (a) f rst, to the payment of Common Costs; (b) second, to the establishment of such reserves, the purchase of such insurance and the making of such other provisions as the Committee may MASTER ACREFINENT PAGE 23 [/Rev ised:�fasterAgreement j i _ _ _ _ _ specify for the .protection against obligations, lia6ilities or contingencies that may arise under or by virtue of this Agreement; and `°(c� finally, �s the Committee may direct, provided that the Committee shall nat di�ect any such application that may jeopardize the ta�c exempt status of the organization of the Parties under this Agreement �pursuant �to �ec�tion ��OI of the Intert�al Reven�e Coc1e �of 1954,� as�amended, or� any other statut�, �egu�ation, rule or oreler of siacnilar �import. � � , � � ° �.� ��_ _ . �t�_ � . � _ _ � � � , � ; � 9.�� �Effec�iye Dat� � This Amended and Resta.ted Master Agreement for the Northwest Or�e=Call Subsurface Warning System shall be ef%ctive as of October,l, 2405. ; . .. 3` _ � _ � � ��k�; . ' � � � � � � �`� -� .: �. ._., pf.� . . � �, . � ,. . .._ �. � a. . ;. . ._y s.,t .-�, , �:.- '�fa ? t ; . , fi�e ��z . .# E. . s�; < . . . � i�. .�., �p, . , s . . .. ' .. r�. . .. . .. . .,.. : . . . . . . . . � .. .. : �f,. . . 3:. . � MASTER AGREEME;�tT PAGE 24 (lReviseditQssterAgreemznt.) LIST OF E�HIBITS Exhibit A List of Parties �B Form of Subsc�iption Agreement C List of i�tility Groups D List of Committee 1Vle�nbers MASTER AG2EEME'vT (lRevisedMasterAgreementJ Reference Introduction, Section 5.3 Section 1.1.12 Sections 'l.l.IS, 3.5.2{b) Sections 3.1.1, �.1.3, 3.�.2(a) PAGE 25 Exhibit A PARTIES A iist of the Parties as of the date of this Agreement, identif ed by Utility Group, may be obtai�ed from tl�e Committee by written request of any Party. IviASTER AGREEMENT ' PAGE 26 (/Rzv isedMasterA greement] Exhibit B SUBSCRIPTION AGREEMENT TO MASTER AGREEMENT FOR THE NORTHWEST ONE CALL SUBSURFACE WARNING SYSTEM (dba Utilities Underground Location Center "WLC") The undersigned hereby subscribes and agrees to the Amended and Restated Master Agreement for The Northwest One Cail Subsurface Warning System, dated as of October 2005. All terms defined in the Master Agreement shall have the same meaning when used in this Subscription Agreement. 1. By execution of this Subscription Agreement, the undersigned agrees to become a"Party" under and to be bound by the provisions of the Master Agreement 2. The undersigned owns or operates the following type(s) of subsurface utility facilities: Electric Water Gas Cable Television Telephone Communications Streets and Roadways Transmission Pipelines �Other ST�QM WAT�I� The undersigned elects membership in the (choose from Exhibit C) w%�(� `cS��Q Utility Group pending further notice to the Committee. 3. The undersigned elects to be charged for it's use of the Service under the prevailing rate: Currently =$1.20 per notice, billed monthly Unless specified otherwise above, the undersigned agrees to be charged for it's use of the Service under the Rate Schedule No. 1 pending further notice to the Committee. 4. The undersigned elects to receive locate request notifications by the following means pending �urther notice to the Committee. �AutomatedPrinter/Computer ��/Ylxrt(.� Cq�„L�EFo�YotJ'D1l��CrryvEF�EOE�y.GOM Facsimile (FAX) Voice (phone) f�a This subscription agreement shall apply to the undersigned's subsurface utility facilities located in the areas identified on the map attached as Appendix A hereto. Any notice, request, designation, direction, statement or other communication under the Agreement may be delivered or mailed to the undersigned at the following address: � SOVM Eo�2A� wAy .+�A 9gob3 �— Attn: ILWA�nh QPPt�r�nl 7. The undersigned acknowledges iY s receipt and examination of a copy of the Master Agreement and related documentation and has fully satisfied itself as to the nature and extent of iYs rights and obligations thereunder. Dated: I Z�� t 3 � sy: �� ���; Title: ('e c� G W S-�.�✓�'� STATE OF �"! � COUNTY OF I tIi On this day of � �'u , 20 �, before me, the undersigned, a Notary Public in and for the State of �S , duly commissioned and sworn, personally ap eared , to me known to be the j�1t�G�'dy b{= QG� , p�� �L of , the corporation that executed within and foregoing instrument, and acknowledged said instrumen to be the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned and on oath stated that �� was duly elected, qualified and acting as said officer of the corporation, that �Q� was authorized to execute said and acting as said officer of the corporation, that ��L was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN iJNDER my hand and official seal hereto affixed the day and year in this certificate above written. ,., ,: � . � � �r .� ,,,'' � � �� .$;:s t�-�,� , �: \ ,ta,� e�� �y,� � A}� j- "y�, '. ,�-- `� � #— ; L' cr� . iT'+ � N : �"" "'"�' : „� < : '. �'�Jfl�i.�'~' .� �' i � �'� ' : , ,�'� a, ." �C� ��� -. • �-: ...'ti � .• , � � 'YJ"� ' , . . , • ;;;��� � i yt - ` "�� , � . � N ` P �, '� fo t St te of residing at My Appointment Expires: � E�ibit C: Utilitv Groups Electric WaterlSewer Cities & Towns Natural Gas Corridors (oil/hazardous liquid pipelines, irrigation, long distance telephone) Counties & Dept. of Transportation Local telephone Cable Television 4 Exhibit D:Op. Cmte —FY07-08 Elech�ic Cheryl Paras, Treasurer Puget Sound Energy 3130 S. 38th St. Tacoma, WA 98409 {253)476-6315 cparas@puget.com Term expires: Sept 2010 Counties/State DOT 7on Comelius WSDOT 3700 Ninth Ave S Seattle, WA 98134 206-442-2110 corneje@wsdot.wa.gov Term eapires: Sept 2009 Natural Gas Sam Hicks Cascade Natural Gas 222 Fairview Ave. Seattle, WA 98109 206-381-6725 shicks@cngacom Term expires: Sept 2008 Telephone Shannon Ridge c/of: LTiTLC PO Box 4796 South Colby, WA 98384 253-217-6487 sridge@qwest.com Terxn expires: Sept 2010 Corridor Jim Fraley BP Pipe Line Company 2201 Lind Ave SW - Ste. 270 Renton, WA 98055 425-235-7736 fraleyjh@bp.com Term expires: Sept 2009 Cities/fowns Bruce Gould 7301 142nd Ave E. – Apt B Sumner, WA 98390 253-261-1081 blgould@comcast.net Term expires: Sept 2008 Water/Sewer Gary Hajek, Chairman Cross Valley Water District 8802 180th Street SE Snohomish, WA 98296-4804 425-485-8461 ext. 102 gary@crossvalleywater.net Term expires: Sept 2007 Cable TV Jim Nies Comcast-Cable 4020 Aubum Way N. Auburn, WA 98002 253-864-4382 Jim Nies@cable.comcast.com Term expires: Sept 2009 Montana Randy Sullivan Northwestern Energy PO Box 490 Bozeman, MT 59771-0490 406-582-4686 Randy.Sullivan@northwestern.�m Term expires: Sept 2008 Support Team - Vendors One Call Concepts, Inc. Frank Planton – Gen. Mgr. 305 NE – 102nd Avenue #300 Portland, OR 97220 877-668-4001 fplanton@teleport.org Montana Field Repiesentative Kurt Baltrusch, P.E. 23 Missouri Bend Great Falls, MT 59404 406-868-0735 baltrusch@3riversdbs.net Management Executive Administrator—WLC Operating Committee Don Evans PO Box 4796 S. Colby, WA 98384-0796 877-668-4001, ext 3307, fax 360-871-8192 evans_dr@msn.com 5 District Code Member Utilitv Information Form Compaay Information- general information Company Name � L'� O� ��Qi�l. I�U Ay Phone Number�2$3 8�$ Z�00 Repair Phone Number Locate Phone Numberb 253 835 2'!00 Office Hours $ AM TC S OM After Hours Emergency Phone Numbers-for emergency requests before and after offtce hours After hours contact` �,53 83'S ,Z?0� Phone Alternate Contact $q�1�. Phone Types of facilities operated (circle all that apply) phone catv fiber power gas water sewer Na4't62 Counties served �' ITy OF �bp&,fLA�- 11�A�i — K,ItiJ4 �Ni`i _ Bilting information-this is where monthly invoices will be sent Billing Contact �.�j�,WWAw► APPc�TO�i Phone 2$3 a� 2750 Contact Titles(MFAll� W�i'f:Q. MAI11A6it�. Email W!l�t.� 1!M /gPPLE+TUP1 Q C.[t+� �F F�f�A�-�• �M Billing Address �3 32 S $ ZS' Ad F S o�fi'I-� �iE�-2AL v�A� WA- 98ob3 Alternate Billing Contact _�1 /g_ Phone rT Address e Customer service number- for questions regarding customer accounts, service problems, etc. b For questions regarding concerning markings/locates, number that can be given to the pubiic ` After hours emergency phone numbers, will not be given to public Authorized By ` Date 1,6 10 District Code Receiving Station Information- information about how locates are received by your company Receiving Unit (circle one) Printer Fax Voice Phone �►V'��l— Baud Rate Parity ContactName�/�vl. G'C1�1�.�1� Phone % .�j i�3s `Z7S � Address ��`� �5 � �1i� � . F��L �� � C.1/�� qAdf03 E�(°A �-�- 6E�ofL� You �� l� (� Cl'r`(o F F�flE�2At,W A�l. Gc��'1 Alternate Contact Phone Daytime Emergency Verification° Phone �7�3 g.�� Z�� District Mapping Information- Person responsibie for submitting/maintaining map of your "notifcation area," the area in which your company wants to be notified of excavation Contact Information �iAU1� .(�.(,�%� Phone Zy� P3r' 275��f Title ��Z ��jC�}/J'1G11�(�i Email �A(�,1'�:IL� ��%DF�'�%��•W� ^-�� Address (no PO boxes) �'�j�j�� �� A1�� S F=�'.D��L v�///aMM , lnl� �l8dfo3 Alternate Contact Phone Title � ( � Email Address (no PO Boxes) d Phone number to confirm receipt of emergency locate requests during business hours, not given to public Authorized By Date J' 11 Company Name �� D� �,l�(, L`� Contact Names: Send Invoices Name J(� i}1��i ���� Phone �.� g�� �� Address �`�j�tj �� �1%�� s- City, State, Zip ���L L1/� i.d/%� -I g� Phone- Voice/� �,� g�tj `Z.%0� Email � Locate Questions Name "'�'"'(� `�,�. fl'��fN� Phone �'i 8� Address ' ���� g� /�'1/� S City, State, Zip �'�(��(� j,il�% LI(/� ���n3 Phone- Voice/Fa�c � 'rJ� ��'� 2?� Email Responsible for all administrative decisions Name �; d(,.r., �'�M �j,�z�TUill Phone �� 8�� 2?'�� Address �83 S � A'11� c�- City, State, Zip ���:Q/�- V�l� w,e 98'd63 Phone-Voic� 2v3 835 2`?0� Emait��u.ji�,/4P�WV�.�O�������–��4 Please place a check next to product your company provides via underground facilities Electricity Fuel Natural Gas Oil Steam Potable Water Irrigation/Reclaimed Water Sewer Telephone via Copper Telephone via Fiber Cable Television Other (please describe) ����1N(.f� �F $TOitl�lu+'A'P�i�. Check all that apply: Distribution Transmission Both Form filled out by _ Print Name Signature (To maintain Date Signed �Z�2f)�/ 2— I2 One Call Mernbers Hours of Operation „ Company Name: (�,Tti OF �O�P.gt- VV/� T District Code: (to lxi assianed bv ocC� Flease indicate your company's no�rrnrnal hor�rs of aperatian (when your affice is stafFed) in the spaces provided below. Sunday open —� Monday Open A�tM Tuesd�y Open g ANi W�cinesdap Upen , � AM Thnrsda, Open g , �L�l,,��.,-- F�aay o� �am Clos� '—'—" G'losc .'r� aT_ Close ,;,'`,) * m Close Close Jr o� c�a� 5Pm —� Sate�rday O�en Clase --�"—" Please list the halidays (namc and date) that your company observes in the space below. Haliday N�tne Date �92� �,6� �,�.+� ---,- I � 11 t3 �a�� C.�t�z I�� — t i�-►1 t3 �° -e�v�nr�s fl�+ -- 21 ��1i3 Ntorx�e�� �D,� — 5 I Z� �,� ��„�� p,A,y �. � ►� l �3 Ll�vr�- ��a,,y _ q( Zl � 3 1��.�-�;r�s ,D�j -- ►o �i� � �3 Haliday Name Date `���i�1� — 10� 28��3 � lo�ta� r3 �STrnr�s' D�6 -- iZ� 2�`'� i� 13