AG 13-018 - UTILITIES UNDERGROUND LOCATION CENTER "UULC"RETURN TO: �� -� EXT: ,� ,.� ��
CITY �F FEDERAL WAY LAW DEPARTMENT ROUTING FORM
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❑ 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
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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
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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
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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
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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.
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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
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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
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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
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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;
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(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.
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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
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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
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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
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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.
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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
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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.
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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
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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
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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:
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(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,
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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
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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
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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