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HomeMy WebLinkAboutNorthwest One Call Subsurface Warning Systerm Exhibit B 040693 AGY _a w„ Cep't� Exhibit B SUBSCRIPTION AGREEMENT TO MASTER AGREEMENT FOR THE NORTHWEST ONE CALL SUBSURFACE WARNING SYSTEM The undersigned herebysubscribes and agrees to the g Amended and Restated Master Agreement for The Northwest One Call Subsurface Warning System, dated as of April 1, 1993 , as the same may have been or may be amended by (the "Master Agreement") . 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 The undersigned elects membership in the Counties /DOT Utility Group pending further notice to the Committee. 3 . The undersigned elects to be charged for its use of the Service under the following Rate Schedule: Rate Schedule No. 1 Rate Schedule No. 3 X Rate Schedule No. 2 Rate Schedule No. 4 Unless specified otherwise above, the undersigned agrees to be charged for its use of the Service under Rate Schedule No. 1 pending further notice to the Committee. 4 . The undersigned elects to receive locate request notifications by the following means pending further notice to the Committee: Automated Printer/Computer X Facsimile Voice EXHIBIT B PAGE 1 [1 228 2-0001/BA923380.048] 3/8/93 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: Jefferson County Public Works Department PO Box 1220 Port Townsend WA 98368 Attention: K. Robert Henderson 7. The undersigned acknowledges its 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 its rights and obligations thereunder. Dated: , 19 E(17' "Idaret\CA T - . Chair an STATE OF WASHINGTON ) ss. COUNTY OF ,,,, ..1 ',�1 ) I+ V.- On this 5 day of , 1993, before me, the undersigned, a Notary Public in and for the State of Washi.gto , du commissioned and sworn, personally appeared ,'A di- , _fr .` �-�-�� , to me known to .e the the corporation that executed th'1within and fo `-going / 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 k12_, was duly elected, qu lified and acting as said officer of the corporation, that ho was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN UNDER my hand and official seal hereto affixed the day and year in this certificate above written. NV: 6j NOTAR• PUBLIC in and for th S e of Washington, residing at My Appointment Expires: 3© 3/ 3c �� 3 EXHIBIT B PAGE 2 [12282-0001/BA923380.0481 3/8/93 l __ NORTHWEST ONE-CALL SUBSURFACE WARNING SYSTEM Rate Schedule No. 2 (City and County Public Works Departments With Limited Facilities) This Schedule has been adopted by the One-Call Operating Committee pursuant to the Master Agreement for the Northwest One-Call Subsurface Warning System. A. Definitions 1. Unless otherwise indicated, all terms defined in the Master Agreement will have the same meanings when use in this Schedule. 2 . "Dig Site" means the geographic location identified in a Locate Request as being the site of proposed excavation work. 3. "Locate Request" means a request received by the UULC for location of underground facilities. 4. "Subscriber" means a Person who receives Service under this Schedule. 5. "Subscriber' s Service Area" means the geographical area in which a Subscriber' s underground facilities are located. 6. "UULC" means the Committee or its designee. 7. "Year" means a Fiscal Period adopted by the Committee pursuant to the Master Agreement. B. Availability Any city or county public works department may apply for Service under this Schedule if: (a) it has only storm sewer, street light and traffic signal facilities; and (b) it has UULC compatible teleprinter, facsimile and other equipment for automated receipt of Locate Requests transmitted by the UULC. C. Annual Charge The Annual Charge is the greater of the following per Year, pro-rated for any period less than a full Year: [12282-0001/BA920630.076] -1- 3/8/93 (a) $0. 026 times the population residing in the jurisdictional boundaries of the Subscriber at the beginning of the applicable Year; or (b) $260. 00. D. Billing The UULC will bill the Subscriber for the Annual Charge at the commencement of the Year for which such charge is payable. E. Additional Terms and Conditions 1. A Subscriber must complete and deliver such forms and other documentation as may be required by the Committee or the UULC to apply for Service under this Schedule. 2. Upon request of the UULC, the Subscriber will certify to the UULC the population residing in the jurisdictional boundaries of the Subscriber. 3. The UULC will screen all Locate Requests in accordance with its standard screening practices and procedures. The Subscriber will be responsible for final screening of all Locate Requests transmitted to the Subscriber by the UULC (e.g. , to determine whether or not a particular Locate Request identifies a Dig Site in the Subscriber' s Service Area) . The Annual Charge will not be subject to reduction, credit, offset or other adjustment for Locate Requests identifying Dig Sites outside 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 UULC 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 amend this Schedule by action of the Committee taken in accordance with the Master Agreement. Originally Adopted: March 6, 1992 Amended: April 1, 1993 [12282-0001/BA920630.076] -2- 3/8/93 1 , l3 UTILITIES UNDERGROUND LOCATION CENTER di 12951 Bel-Red Rd., Bellevue,WA 98005, (206)454-6888 March 19, 1993 Re : Amended and Restated Master Agreement; Amended and Restated Collection Policies and Procedures Dear UULC Subscriber : Enclosed for your records are final versions of the following documents : (a) Amended and Restated Master Agreement ( including amended Rate Schedule Nos . 1 through 4 attached as exhibits thereto) ; and (b) Amended and Restated Collection Policies and Procedures . These documents will be effective as of April 1 , 1993 . As you may know, the enclosed documents are the result of a comprehensive review of the rates , policies and procedures , and Master Agreement of the One-Call System conducted by the Committee over the course of many months . In September 1992 , after numerous discussions with a number of Parties and input from a special Task Force and a nationally-recognized consultant, the Committee distributed to the membership proposed versions of these documents and asked for written comments . Many Parties accepted the Committee ' s invitation , generally expressing support for the proposed changes with some useful suggestions . On February 17 , 1993 , the Committee held an open meeting at the Bellevue Conference Center to receive additional comments on the proposed changes and to discuss the changes with any Party desiring to attend . This meeting was very productive and gave the Committee yet another opportunity to hear your concerns and suggestions on improving the One-Call System. Subsequent to the meeting , the Committee carefully reviewed and considered the comments submitted by the parties . Call before you dig 1-800-424-5555 (ID, MT, ND, OR, WA WY) 410' ;' March 19, 1993 TO: UULC Subscribers Page 2 Although not every suggested change was adopted , significant changes were made and , hopefully, will strengthen the One-Call System in the years to come. The Commitee would like to thank all of you for your input and efforts throughout the review process . One of the primary objectives of the Committee in revising the Master Agreement was to encourage and promote closer participation by each Party in the governance of the One-Call System. Your continued comments and input will be very important to the new, expanded Committee that is currently scheduled to be seated in late May 1993 . If you have any questions or would like to discuss any of the foregoing, please contact Tom Odegaard , Manager of the UULC, at (206) 454-6888 or me at (206) 224-2079 . Thank you again for your support and cooperation. Sincerely, 26-4242, Joseph V. Jainga, Chairman Operating Committee Utilities Underground Location Center JVJ:mmr AMENDED AND RESTATED MASTER AGREEMENT for The NORTHWEST ONE-CALL SUBSURFACE WARNING SYSTEM Original Date of Master Agreement: April 1, 1986 Amended and Restated as of April 1, 1993 11 2282-0001/BA923380.0481 3/19/93 . CONTENTS Section 1. Definitions 2 1. 1 Specified Definitions 2 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 8 3 . 3 Regular Elections of Committee Members 8 3 . 4 Special Elections of Committee Members 9 3 . 5 Term of Committee Members 11 3 . 6 Committee Meetings 12 3 . 7 Manner of Acting by the Committee 12 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 Common Costs in Excess of Revenues 15 4 . 4 Bank Accounts 15 4 . 5 Books and Records of Common Costs 15 4 . 6 Other Committee Records 16 MASTER AGREEMENT PAGE' [1 2282-0001/BA923380.0481 3/19/93 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 17 5 . 3 Utility Group Assignment 18 5 . 4 Annual Meeting 18 Section 6 . Dispute Resolution and Committee Review 18 6. 1 Procedure for Dispute Resolution 18 6 . 2 Exception 20 Section 7 . Administrative Procedures 20 7 . 1 Application 20 7 . 2 Procedures 20 Section 8 . Relationship of the Parties 21 8 . 1 No Partnership 21 8 . 2 The Contractor 21 8 . 3 No Third Party Beneficiaries 22 8 . 4 No Dedication of Facilities 22 8 . 5 Several Obligations 22 8 . 6 Tax Exempt Status 23 Section 9 . Miscellaneous 23 9 . 1 Excused Performance 23 9 . 2 Communications 24 9 . 2 . 1 Directed to a Party 24 9 . 2 . 2 Directed to the Committee 24 9 . 3 Entire Agreement 24 MASTER AGREEMENT PAGE ii [12282-0001/BA923380.048] 3/19/93 9 . 4 Amendment 24 9 . 5 Implementation 24 9 . 6 Nonwaiver 25 9 . 7 Severability 25 9 . 8 Headings 25 9 . 9 Governing Law 25 9 . 10 Forum Selection 25 9 . 11 Successors and Assigns 25 9 . 12 Disposition of Assets at the End of the Term 26 9 . 13 Effective Date 26 MASTER AGREEMENT PAGE iii 11 2282-0001/BA923380.0481 3/19/93 Amended and Restated Master Agreement for The Northwest One-Call Subsurface Warning System This Agreement, dated as of April 1, 1993 , 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 listed 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: MASTER AGREEMENT PAGE 1 )12282-0001/BA923380.048) 3/19/93 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: 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 . 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) ; MASTER AGREEMENT PAGE 2 112282-0001/BA923380.0481 3/19/93 (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 on the date of this Agreement is Asplundh Tree Expert Company. 1. 1.5 "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. 6 "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 12951 Bellevue Redmond Road, Bellevue, Washington 98005 . The Committee may at any time establish one or more additional One-Call Offices or change the location of any One-Call Office. 1. 1. 7 "Person" means any corporation, partnership, trust, governmental authority, individual or any other person or entity. 1. 1.8 "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; MASTER AGREEMENT PAGE 3 11 2282-0001/BA923380.0481 3/19/93 (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 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. 9 "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. 10 "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. 11 "Term" means the period commencing with the date of this Agreement and ending upon the first of the following to occur: (a) July 31, 2004 ; (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. 12 "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 MASTER AGREEMENT PAGE 4 112282-0001/BA923380.0481 3/19/93 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. 13 "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 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 Reference First Party Section 8 . 5 (c) Party Introduction Participating Party 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. 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 the Contractor for the Contractor ' s performance of the Service, provided that no such contract shall be for a period of Service in excess of three (3) years; (b) incur Common Costs; (c) adopt and amend policies, procedures, guidelines, rules and requirements for the implementation of the Service and this Agreement; MASTER AGREEMENT PAGE 5 [12282-0001/BA923380.0481 3/19/93 • (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; (f) establish, and delegate any authority of the Committee to, any subcommittee of the Committee; (g) terminate the Term; and (h) 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 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 MASTER AGREEMENT PAGE 6 112282-0001/BA923380.0481 3/19/93 • 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. 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, except that, until the first regular election of Committee members pursuant to section 3 . 3 , the Committee shall be composed of the Committee members listed in the attached Exhibit D. 3. 1.2 A Committee member may designate and, once designated, replace an alternate by giving written notice of such designation or replacement to the other Committee members. The alternate designated by a Committee member may vote and otherwise act in the place of such Committee member. 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. MASTER AGREEMENT PAGE 7 (12282-0001/BA923380.0481 3/19/93 3 .2 Voting for Committee Members 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. Prior to the first Annual Meeting, the Committee shall conduct a regular election pursuant to this section 3 . 3 to elect Committee members for those Utility Members that do not have a Committee Member on the date of this Agreement. 3 . 3 .2 At least sixty (60) days prior to the first Annual Meeting and 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 the first Annual Meeting and 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: MASTER AGREEMENT PAGE 8 [12282-0001/BA923380.048) 3/19/93 (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 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) ; or (d) 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 sign and deliver to the Committee a written request for a special election to remove their existing Committee member and elect a successor. MASTER AGREEMENT PAGE 9 [12282-0001/BA923380.0481 3/19/93 3 . 4 .2 Promptly after the occurrence of any event described in section 3 . 4 . 1 (b) or (c) , 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 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; (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. MASTER AGREEMENT PAGE 10 [1 2282-0001/BA923380.0481 3/19/93 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 prior to the 1994 Annual Meeting shall expire on the date of the Annual Meeting in the year specified in the attached Exhibit C; (c) the term of each Committee member elected pursuant to section 3 . 3 that commences as of or after the 1994 Annual Meeting shall expire at the third Annual Meeting after the commencement of his or her term; and (d) 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. 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; or (c) a successor is elected pursuant to a request under section 3 . 4 . 1 (e) . MASTER AGREEMENT PAGE 11 11 228 2-0001/BA923380.0481 3/19/93 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 or 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 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 place of the meeting. 3 . 6. 4 Minutes shall he 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. 6.5 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 paragraph 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, except as otherwise specified in this Agreement and except that all of the following shall require the affirmative vote MASTER AGREEMENT PAGE 12 112282-0001/BA923380.0481 3/19/93 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. 13 ; (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 subsection 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, the terms of any contract between the Contractor 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) ; MASTER AGREEMENT PAGE 13 112282-0001/BA923380.0481 3/19/93 (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; and (p) any amendment of this Agreement pursuant to section 9 . 4 . 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. The charges in effect on the date of this Agreement are set forth in the rate schedules attached as Exhibit E. 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. Attached as Exhibit F is the budget of estimated Common Costs to be incurred to provide the Service during the Fiscal Period commencing on August 1, 1992 , as approved by the Committee. For each Fiscal Period, the Committee shall endeavor to establish charges designed to produce revenues sufficient to pay all of the Common Costs for such Fiscal Period. MASTER AGREEMENT PAGE 14 I1 2282-0001/BA923380.0481 3/19/93 • 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 MASTER AGREEMENT PAGE 15 [12282-0001/SA923380.0481 3/19/93 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 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 MASTER AGREEMENT PAGE 16 f 1 228 2-0001/BA923380.0481 3/19/93 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. 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 MASTER AGREEMENT PAGE 17 112282-0001/BA923380.048) 3/19/93 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 the Parties on the date of this Agreement by Utility Group. Parties eligible to participate in multiple Utility Groups may be assigned to 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. 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 MASTER AGREEMENT PAGE 18 [1 2282-0001/8A923380.048) 3/19/93 • 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 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 MASTER AGREEMENT PAGE 19 11 228 2-0001/BA923380.0481 3/19/93 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: (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. MASTER AGREEMENT PAGE 20 1 1 228 2-0001/BA923380.048] 3/19/93 (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, 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. MASTER AGREEMENT PAGE 21 11 228 2-0001/SA923380.0481 3/19/93 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 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 MASTER AGREEMENT PAGE 22 11 2282-0001/BA923380.0481 3/19/93 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 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 MASTER AGREEMENT PAGE 23 11 2282-0001/BA923380.0481 3/19/93 • obligations under this Agreement on account of any g 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 . 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. MASTER AGREEMENT PAGE 24 11 2282-0001/BA923380.0481 3/19/93 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 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. MASTER AGREEMENT PAGE 25 112282-0001/BA923380.048I 3/19/93 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 April 1, 1993 . MASTER AGREEMENT PAGE 26 11 2282-0001/SA923380.0481 3/19/93 List of Exhibits Exhibit Reference A List of Parties Introduction, Section 5 . 3 B Form of Subscription Agreement Section 1. 1. 10 C List of Utility Groups Sections 1. 1. 13 , 3 . 5. 2 (b) D List of Committee Members Sections 3 . 1. 1, 3 . 1. 3 , 3 . 5 . 2 (a) E Rate Schedules Section 4 . 1 F Budget of Common Costs for Section 4 . 2 Fiscal Period August 1 , 1992 through July 31, 1993 LIST OF EXHIBITS PAGE 1 [1 228 2-0001/BA923380.0481 3/19/93 Exhibit C UTILITY GROUPS Initial Term Expires Utility Group Annual Meeting For 1. Counties/State DOT 1994 2 . Cities 1996 3 . Cable TV 1994 4 . Electric 1995 5. Natural Gas 1995 6. Corridor (e.g. , Irrigation, 1994 Pipelines and Longline Telephone) 7 . Water & Sewer Districts 1995 8 . Telephone 1996 9 . State of Montana 1996 EXHIBIT C PAGE 1 El 2282-0001/BA923380.048E 3/8/93 - f uulc 3/19/93 Exhibit A PARTIES 1. COUNTIES AND DOT Asotin County DPW Benton County DPW Clallam County DPW Franklin County DPW Jefferson County DPW King Conty DPW Kitsap County DPW Lewis County DPW Okanogan County DPW Thurston County DPW Whatccm County DPW Washington State D.O.T. J + Exhibit A PARTIES 2. CITIES/TOWNS City of: Algona Anacortes Arlington Astoria Auburn Blaine Bremerton (water) Burlington Bonney Lake Bainbridge Island Bothell Bellevue Bellingham Bremerton (electric) Centralia Chehalis Des Moines Edmonds Enumclaw Everett Everson Ephrata Ferndale Fife Fircrest Grandview Gig Harbor Issaquah Kennewick Kent Kirkland Lacey Lynnwood Lynden Lewiston Lake Forest Park Medina Mercer Island Morton Marysville Mountlake Terrace Moses Lake Napavine Normandy Park Nooksack Page 2 2.Cities/Towns Exhibit A Othello Olympia Oak Harbor Poulsbo Port Angeles Prosser Port Townsend Puyallup Port Orchard Pasco Pacific Renton Redmond Richland Royal City Seattle (water) Seattle (engineering) Sumas Sunnyside Shelton Sumner Snoqualmie Snohomish Sequim Seaside Stanwood Tukwila Toppenish Tumwater Warrenton Yelm Town of: Coupeville Friday Harbor La Conner Milton Pe Ell Quincy Steilacoom Exhibit A PARTIES 3. CABLE TV COMPANIES Columbia Basin Cable Lake TV Cable Northland Cable TV Olympic Cablevision Sammons Communications Wash Southwest Wash. Cable TV Sun Country Cable ** TCI Cablevision Telepro Communications United Artists Cable Viacom Cablevision ** Includes offices in all states served by UULC. Exhibit A PARTIES 4. ELECTRIC Benton County PUD #1 Benton REA Big Bend Electric Clallam County PUD #1 Columbia REA Elmhurst Mutual Light/Power Franklin County PUD #1 Grant County POD Idaho County Light & Power Co-op Lakeview Light & Power Lewis County PUD Lincoln Electric Co-op Mason County PUD #1 Mason County PUD #3 Metro Transit Ohop Mutual Light Co. Okanogan County Electric Orcas Power & Light Pacific Power & Light Co. Parkland Light & Water Peninsula Light Co. Puget Sound Power & Light Seattle City Light Snohomish PUD Tacoma City Light Exhibit A PARTIES 5. NATURAL GAS Cascade Natural Gas Northwest Natural Gas Seattle Steam Co. Washington Natural Gas Washington Water Power Exhibit A PARTIES 6. CORRIDOR UTILITIES Air Products Corp. Arco Western Pipeline * AT&T Communications Bellingham Frozen Foods Buckeye Pipe Line Co. Chevron Pipeline Co. Columbia Irrigation District Electric Lightwave Franklin Co. Irrig. Dist. #1 Kennewick Irrig. District Lewiston Orchards Irrig. Dist. * MCI Telecommunications NAS Whidbey Island Northwest Pipeline Corp. Olympic Pipeline Co. Pacific Gas Transmission Roza Irrigation District * Sprint Communications Sunnyside Valley Irrig. Dist. Transmountain Pipeline * Includes offices in all states served by UULC. Exhibit A PARTIES 7. WATER / SEWER DISTRICTS Alderton McMillin Water Alderwood Water District Annapolis Water District Asotin County PUD #1 Bell Bay Jackson Water Bellingham Frozen Foods Birch Bay Water & Sewer Dist. Boistfort Valley Water Bryn Mawr/Lakeridge Water/Sewer Burton Water Co. Camano Co-op Water/Sewer Camano Water Association Cape George Water System Cape Horn Water Supply Cedar River Water & Sewer Central Orchards Sewer District Chealco Community Water Cross Valley Water Curran Mutual Water Eagleridge Homeowners Assoc. Eastgate Sewer District Erland Point Water Co. Federal Way Water & Sewer Dist. Firgrove Mutual, Inc. Fruitland Mutual Water Glacier Water District #14 Harbor Waster Co. Highland Water District Homeacres Water District Indian Springs Water Co. Island Utility L.P. Kala Point Utility Co. King County Water Dist. # 19 King County Water Dist. # 20 King County Water Dist. # 45 King County Water Dist. # 49 King County Water Dist. # 54 King County Water Dist. # 83 King County Water Dist. # 85 King County Water Dist. # 90 King County Water Dist. #105 King County Water Dist. #107 King County Water Dist. #111 King County Water Dist. #117 King County Water Dist. #119 King County Water Dist. #125 Kitsap County PUD #1 Lakewood Water District Lake Stevens Sewer District Ludlow Water Co. Lummi Island Scenic Estates Page 2 7.Water & Sewer Districts Exhibit A Manchester Water District Metro Engineering Services Midway Sewer District Mukilteo Water District Mt. View Edgewood Water NE Lake Washington W/S NE Samrnamish Sewer/Water North Perry Water District Olympic View Water & Sewer Pierce County Utilities Rainier View Water Rainier Vista Sewer District Rose Hill Water/Sewer Rochester Water Association Sammamish Plateau W/S Sandy Point Improvement Scatchet Head Water District Seven Lakes Water Association SE Tacoma Mutual Shore Acres Water Co. Shoreline Wastewater District Shoreline Water District Shorewood Water District Silverdale Water District #16 Silver Lake Water District Sierra Vista Association Skagit County Water Dist. #1 Skagit County Sewer Dist. #2 Skyway Water & Sewer District Soos Creek Water & Sewer South Bainbridge Water South Hill Sewer District Southsound Utility Co. Spanaway Water Co., Inc. Summit Water Supply Sunnyslope Water District SW Suburban Sewer District Tapps Island Association Tacoma City Water Dept. Tacoma Sewer Dept. Union Hill Water Val Vue Sewer Whatcom County Water Dist. # 2 Whatcom County Water Dist. #10 Whatcom County Water Dist. #12 Woodinville Water District Exhibit A PARTIES 8. TELEPHONE Asotin Telephone Co. Boeing Continental Tel. of NW * General Tel. of NW Hood Canal Tel. Co. Inland Telephone Co. McDaniel Telephone Co. Peninsula Telecom * PTI Communications Tenino Telephone Co. Toledo Telephone Co. * United Telephone of NW * US WEST Communications US WEST - Hanford Federal Svcs. Weyerhaeuser Whidbey Island Telephone Yelm Telephone Co. * Includes offices in all states served by UULC. 1 Exhibit A PARTIES 9. STATE OF MONTANA Beartooth Electric Co-op Blackfoot Telephone Co-op Big Sky Community TV, Inc. Cable Montana Cenex Products Pipeline City of: Billings Bozeman East Helena Glendive Great Falls Helena Malta Missoula Red Lodge Shelby Colorado Interstate Gas Co. Conoco Pipe Line Company Cut Bank Gas Company Exxon Pipeline Co. Exxon Refinery Fergus Electric Co-op Great Falls Gas Co. Heights Water District Hill County Electric K.N. Energy, Inc. Maria's River Electric Co-op Lockwood Water Users Assoc. Mid-Rivers Telephone Co-op Missoula Electric Mission Valley Power Montana-Dakota Utilities Montana Power Company Montana Refining Co. Mountain Water Co. Mountainview CATV Page 2 9. State of Montana Exhibit A Nemont Telephone Co-op Northern Border Pipeline Co. Park Electric Co-op Petrolane Gas Service Premier Communications Range Telephone Co-op Ravalli County Electric Co-op Shelby Gas Association Shell Pipeline Company Southern Montana Telephone Sunburst Gas Texaco Pipeline, Inc. Tongue River Electric Town of: Columbus Kevin Saco West Glendive DPW Westby Three Rivers Telephone Co-op Triangle Telephone Co-op Valley Electric Co-op Vigilante Electric Williston Basin Interstate Pipeline EXHIBIT D • LIST OF COPMMIT1'EE MEMBERS Committee Members: Term Expires Annual Mtg. For: Joe Jainga 1996 Washington Natural Gas 815 Mercer Street Seattle, WA 98111 Tel: (206) 224-2079 FAX (206) 521-5279 Dave Scholl 1994 US WEST Communications 1200 3rd Ave. 10th Flr. Seattle, WA 98101 Tel. (206) 346-9952 FAX (206) 345-6285 Roger Brown 1995 Puget Sound Power & Light Co. P.O. Box 97034 OBC-06N Bellevue, WA 98009-9734 Tel. (206) 462-3002 FAX (206) 462-3347 Jerry Dahl 1995 King County Dept. of Public Works 900 King Co. Adm. Bldg.- Room 214 Seattle, WA 98104 Tel. (206) 296-6575 FAX (206) 296-0565 Exhibit E RATE SCHEDULES EXHIBIT E PAGE 1 [12282-0001/BA923380.048) 3/8/93 i e NORTHWEST ONE-CALL SUBSURFACE WARNING SYSTEM Rate Schedule No. 1 (General Application) This Schedule has been adopted by the One-Call Operating Committee pursuant to the Master Agreement for the Northwest One-Call Subsurface Warning System. A. Definitions 1. Unless otherwise indicated, all terms defined in the Master Agreement will have the same meanings when use in this Schedule. 2 . "Dig Site" means the geographic location identified in a Locate Request as being the site of proposed excavation work. 3. "Interest Rate" for any Fiscal Period means the prime rate quoted from time to time by Seafirst National Bank that is in effect on the first day of such Fiscal Period plus 2% or the maximum rate permitted by applicable usury law, whichever is less. 4. "Locate Request" 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, Voice Notification Charges, and Montana Customer Service 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. [12282-0001/BA920630.069] -1- 3/8/93 C. Rates 1. Basic Charges The Basic Charge is $1. 58 per Locate Request transmitted by the UULC to a location designated by the Subscriber, subject to any credits issued under Section E below. The Basic Charge will apply to each transmission if the Locate Request is transmitted by the UULC to more than one location designated by the Subscriber. 2. Fax Charges The Fax Charge is $0. 32 per Locate Request transmitted to the Subscriber by facsimile machine, subject to any credits issued under Section E below. The Fax Charge is in addition to the Basic Charge and will apply to each transmission if the Locate Request is transmitted by the UULC to more than one location designated by the Subscriber. 3. Voice Notification Charges The Voice Notification Charge is $0.71 per Locate Request transmitted by voice rather than by automated means, subject to any credits issued under Section E below. The Voice Notification Charge is in addition to the Basic Charge and will apply to each transmission if the Locate Request is transmitted by the UULC to more than one location designated by the Subscriber. 4. Montana Customer Service Charges The Montana Customer Service Charge is $0. 16 per Locate Request transmitted to a Subscriber receiving Service in the State of Montana. The Montana Customer Service Charge is in addition to the Basic Charge and will apply to each transmission if the Locate Request is transmitted by the UULC to more than one location designated by the Subscriber. 5. Annual Minimum Charge The Annual Minimum Charge is $260. 00 per Year, pro-rated for any period less than a full Year. The Annual Minimum Charge will be applied against the User Charges payable for the first Locate Requests transmitted by the UULC to the Subscriber during the Year for which such Annual Minimum Charge is payable. D. Billing 1. The UULC will bill the Subscriber for the applicable User Charges on a monthly basis. [12282-0001/BA920630.069] -2- 3/8/93 • 2. The UULC will bill the Subscriber for the Annual Minimum Charge at the commencement of the Year for which such charge is payable. E. Credits 1. Standard Credit Subject to paragraph E. 3 below, any Subscriber receiving Service under this Schedule that does not elect the Itemized Credits under Section E. 2 will automatically receive a Standard Credit in an amount equal to ten percent (10%) of the User Charges included in the Subscriber's monthly invoice. The Standard Credit will be calculated each month as part of the normal billing process and will be applied against the total amount due on the invoice for the applicable month. 2. Itemized Credits (a) Subject to paragraph E. 3 below, any Subscriber receiving Service under this Schedule may elect to receive credits for the User Charges associated with Locate Requests identifying Dig Sites outside the Subscriber' s Service Area ("Itemized Credits") . (b) A Subscriber may at any time elect the Itemized Credits under this Section E. 2 by giving the UULC written notice of such election. The Subscriber will then receive Itemized Credits beginning with the first monthly invoice sent to the Subscriber more than 30 days after the Subscriber' s written notice of election is received by the UULC. (c) A Subscriber may revoke its election under paragraph (b) above by giving the UULC written notice of such revocation. Such revocation will be effective as of the first day of the Fiscal Period next commencing after the Subscriber' s written notice of revocation is received by the UULC. (d) Any Subscriber that has elected to receive Itemized Credits shall, on or before the date payment is due on the monthly invoice for which any Itemized Credits are requested: (i) fill out, sign and deliver to the UULC a Credit Request Form (attached) identifying all Locate Requests for which a credit is claimed; and (ii) tender payment for the balance of the invoice. The Subscriber shall not be entitled to an Itemized Credit for any Locate Request if the Subscriber does not identify such [12282-0001/BA920630.069] -3- 3/8/93 1 . Locate Request in a completed Credit Request Form delivered to the UULC prior to the due date of the applicable invoice. (e) The Itemized Credits will be applied against the total amount due on the invoice for the applicable month. (f) 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 UULC. 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 Basic Charges, Fax Charges and/or Voice 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 month 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 UULC to conduct the audit. (g) The Subscriber shall have the right to have the Committee review the results of any audit. A request for such review must be submitted to the Committee within 60 days after the Subscriber is notified of the results of the audit. The Subscriber' s request and subsequent Committee review will be governed in all respects by Section 7 of the Master Agreement. 3. The credits under this Section E will be available only with respect to Service after July 31, 1993 . F. Additional Terms and Conditions 1. A Subscriber must complete and deliver such forms and other documentation as may be required by the Committee or the UULC to apply for Service under this Schedule. 2 . Any Subscriber receiving more than 50 Locate Requests per month may be required to provide UULC compatible teleprinter, facsimile and other equipment for automated receipt of Locate Requests transmitted by the UULC. 3. The UULC will screen all Locate Requests in accordance with its standard screening practices and procedures. The Subscriber will be responsible for final screening of all Locate Requests transmitted to the Subscriber by the UULC (e.g. , to determine whether or not a particular Locate Request identifies a Dig Site in the Subscriber' s Service Area) . The Annual Minimum Charge will not be subject to reduction, credit, offset or other adjustment for Locate Requests identifying Dig Sites outside the Subscriber' s Service Area. 4. The Subscriber will furnish to the UULC and be responsible for all maps and other information showing the [12282-0001/BA920630.069] -4- 3/8/93 boundaries of the Subscriber's Service Area. The UULC 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 accordance with the Master Agreement. Originally Adopted: March 6, 1992 Amended: April 1, 1993 [12282-0001/BA920630.069] -5- 3/8/93 Credit Request Form Date: I, , on behalf of (name of requesting individual) , request the following (name of subscriber) credits relating to charges under Invoice No. with regard to the Dig Sites which are highlighted or otherwise identified on the attached invoice, statement or other documentation or which are specified below: Locate Credit Number Dig Site Amount 1 2 3 4 5 Subtotal From Attached Sheet Total Itemized Credit I certify that the above-requested credits are appropriate and permissible under Section E. 2 of Rate Schedule No. 1 for the Northwest One-Call Subsurface Warning System. SIGNED: (name of subscriber) By Its [12282-0001/BA920630.0691 3/8/93 • NORTHWEST ONE-CALL SUBSURFACE WARNING SYSTEM Rate Schedule No. 3 (State Departments of Transportation With Limited Facilities) This Schedule has been adopted by the One-Call Operating Committee pursuant to the Master Agreement for the Northwest One-Call Subsurface Warning System. A. Definitions 1. Unless otherwise indicated, all terms defined in the Master Agreement will have the same meanings when use in this Schedule. 2. "Dig Site" means the geographic location identified in a Locate Request as being the site of proposed excavation work. 3. "Locate Request" means a request received by the UULC for location of underground facilities. 4. "Subscriber" means a Person who receives Service under this Schedule. 5. "Subscriber' s Service Area" means the geographical area in which a Subscriber ' s underground facilities are located. 6. "UULC" means the Committee or its designee. 7. "Year" means a Fiscal Period adopted by the Committee pursuant to the Master Agreement. B. Availability Any state department of transportation may apply for Service under this Schedule if: (a) it has only street light, traffic signal and limited communications facilities; and (b) it has UULC compatible teleprinter, facsimile, and other equipment for automated receipt of Locate Requests transmitted by the UULC. C. Annual Charge The Annual Charge is $260. 00 per Year, pro-rated for any period less than a full Year, for each location designated by the Subscriber to receive Locate Requests. [12282-0001/BA920630.077] -1- 3/8/93 D. Billing The UULC will bill the Subscriber for the Annual Charge at the commencement of the Year for which such charge is payable. E. Additional Terms and Conditions 1. A Subscriber must complete and deliver such forms and other documentation as may be required by the Committee or the UULC to apply for Service under this Schedule. 2. The UULC will screen all Locate Requests in accordance with its standard screening practices and procedures. The Subscriber will be responsible for final screening of all Locate Requests transmitted to the Subscriber by the UULC (e.g. , to determine whether or not a particular Locate Request identifies a Dig Site in the Subscriber' s Service Area) . The Annual Charge will not be subject to reduction, credit, offset or other adjustment for Locate Requests identifying Dig Sites outside the Subscriber' s Service Area. 3. 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 UULC will be entitled to rely upon such information. 4. 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. 5. The Committee may amend this Schedule by action of the Committee taken in accordance with the Master Agreement. Originally Adopted: March 6, 1992 Amended: April 1, 1993 [12282-0001/BA920630.077) -2- 3/8/93 NORTHWEST ONE-CALL SUBSURFACE WARNING SYSTEM Rate Schedule No. 4 (Water and Sewer Systems) This Schedule has been adopted by the One-Call Operating Committee pursuant to the Master Agreement for the Northwest One-Call Subsurface Warning System. A. Definitions 1. Unless otherwise indicated, all terms defined in the Master Agreement will have the same meanings when use in this Schedule. 2. "Dig Site" means the geographic location identified in a Locate Request as being the site of proposed excavation work. 3 . "Locate Request" means a request received by the UULC for location of underground facilities. 4. "Subscriber" means a Person who receives Service under this Schedule. 5. "Subscriber' s Service Area" means the geographical area in which a Subscriber' s underground facilities are located. 6. "UULC" means the Committee or its designee. 7. "Year" means a Fiscal Year adopted by the Committee pursuant to the Master Agreement. B. Availability Any water or sewer system (including, without limitation, any city or county public works department having only water, sewer, storm sewer, street light and traffic signal facilities) may apply for Service under this Schedule. C. Rates 1. Monthly Charge The Monthly Charge is a monthly charge equal to $0. 038 times the number of accounts billed by the Subscriber to its customers at the beginning of the applicable Year. For purposes of the foregoing, any customer receiving both water and sewer service from the Subscriber may be treated as a single account. For purposes of this Schedule, customers receiving both sewer and water service from the Subscriber will count as one account. [12282-0001/BA920630.078] -1- 3/8/93 2. Annual Minimum Charge The Annual Minimum Charge is $260. 00 per Year, pro-rated for any period less than a full Year. The Annual Minimum Charge will be applied against the Monthly Charges first payable during the Year for which such Annual Minimum Charge is payable. D. Billing 1. The UULC will bill the Subscriber for the Monthly Charge on a monthly basis. 2. The UULC will bill the Subscriber for the Annual Minimum Charge at the commencement of the Year for which such charge is payable. E. Additional Terms and Conditions 1. A Subscriber must complete and deliver such forms and other documentation as may be required by the Committee or the UULC to apply for Service under this Schedule. 2. Upon request of the UULC, the Subscriber will certify to the UULC the number of accounts (e.g. , meters) billed by the Subscriber at the beginning of the applicable Year. 3. Any Subscriber receiving more than 50 Locate Requests per month may be required to provide UULC compatible teleprinter, facsimile, and other equipment for automated receipt of Locate Requests transmitted by the UULC. 4. The UULC will screen all Locate Requests in accordance with its standard screening practices and procedures. The Subscriber will be responsible for final screening of all Locate Requests transmitted to the Subscriber by the UULC (e.g. , to determine whether or not a particular Locate Request identifies a Dig Site in the Subscriber' s Service Area) . The Monthly Charge and the Annual Minimum Charge will not be subject to reduction, credit, offset or other adjustment for Locate Requests identifying Dig Sites outside the Subscriber's Service Area. 5. 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 UULC will be entitled to rely upon such information. 6. 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 [12282-0001/BA920630.078] -2- 3/8/93 Master Agreement and the above-referenced policies, procedures, guidelines, rules, requirements and orders. 7. The Committee may amend this Schedule by action of the Committee taken in accordance with the Master Agreement. Originally Adopted: March 6, 1992 Amended: March 23 , 1992 ; April 1, 1993 [12282-0001/BA920630.078] -3- 3/8/93 • NORTHWEST ONE-CALL SUBSURFACE WARNING SYSTE ( APPLICATION FORM Rate Schedule No. 4 (water and Sever Systems) Naze: Number of Customer Accounts: The undersigned hereby applies for Service under Rate Schedule No. 4 and hereby certifies that the Number of Customers specified above is the number of accounts (e .g. , meters) billed by the undersigned to its customers as of , 199 • Name: By: Title: Date Signed: 199 Address: ACCEPTANCE The foregoing applicant is hereby accepted. Service under Rate Schedule No. 4 will commence as of 199 . Utilities Underground Location Center By • (CCC4:4-:4:Cil.3A J1;9,91_ AMENDED AND RESTATED COLLECTION POLICIES AND PROCEDURES FOR THE NORTHWEST ONE-CALL SUBSURFACE WARNING SYSTEM Table of Contents Section Title Page 1 Purpose 1 2 Definitions 1 3 Late Payment Charge 2 4 Collection Agency 2 5 Legal Action 2 6 Suspension of Service 3 7 Amendment or Repeal 6 [BA911840.0501 3/8/93 AMENDED AND RESTATED COLLECTION POLICIES AND PROCEDURES FOR THE NORTHWEST ONE-CALL SUBSURFACE WARNING SYSTEM Section 1 - Purpose 1.1 These policies and procedures are adopted by the One-Call 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 UULC or any Party may be entitled under the Master Agreement or applicable law. Section 2 - Definitions 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 Seafirst National Bank 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 Payment Charge 3. 1 The UULC may impose and collect a monthly late payment charge from any Party failing to pay any invoiced amount within thirty (30) 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-current 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. AMENDED AND RESTATED POLICIES AND PROCEDURES PAGE 1 [1 228 2-0001/BA911840.0501 3/8/93 10:18 pm Section 4 - Collection Agency 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. 4.2 Any delinquent amounts disputed by the Party and subject to a pending review before the Committee shall not be referred to a collection agency under Section 4 . 1, except as directed by the Committee in the Committee' s written decision after completion of the Committee's review. Section 5 - Legal 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 pay any invoiced amount within sixty (60) days after the date of the invoice, the UULC may issue a Notice of Suspension to such Party. 6.2 The Notice of Suspension will be sent to the Party by first-class mail and will 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 Section 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 AMENDED AND RESTATED POLICIES AND PROCEDURES PAGE 2 [12282-0001/BA911840.050] 3/8/93 10:18 pm 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 taking such other action as directed by the Committee. 6.7 Notwithstanding such suspension of the Service, the Committee, the UULC, 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 UULC, or the Party may be entitled 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 AMENDED AND RESTATED POLICIES AND PROCEDURES PAGE 3 [12282-0001/BA911840.050] 3/8/93 10:18 pm Exhibit F BUDGET EXHIBIT F PAGE 1 [12282-0001/BA923380.0481 3/8/93 I Enclosure # 4 THE NORTHWEST ONE CALL SUBSURFACE WARNING SYSTEM COMMON COST BUDGET SUMMARY Fiscal Year August 1 , 1992 - July 31 , 1993 Center Operating Costs $ 1 , 497 , 475 Billing Costs 17 , 350 Accounting Costs 8, 500 Legal/Ins . & Bonding Costs 67 , 514 Loan Expenses 149 , 640 Advertising 15 , 000 Meeting Expenses 7 , 000 Printing and Mailing 10, 000 Miscellaneous 200 Total : $ 1 , 772 , 675 PROPRIETARY INFORMATION: This proposal contains information developed b� Utilities Underground Location Center and may not be disclosed without prior written consent . Budget ' 92- ' 93 Page 2 BUDGET ITEM: Center Operating Costs Asplundh Contract $ 1, 395 , 196 Grid Update 37 , 300 FAXNet 34, 900 Dictaphone 8, 000 MT System Rep. _ 22 , 075 Total : $ 1, 497 , 471 System Enhancements : Grid Update 37 , 300 Faxnet 34 , 900 Dictaphone 8, 000 80, 200 • Budget ' 92- ' 93 Page 3 BUDGET ITEM: Billing Services In house billing Service $ 5 , 000 Credit Handling Costs 10, 750 Bank Collections 1, 200 Supplies 400 Total : $17 , 350 A Budget ' 92- ' 93 Page 4 BUDGET ITEM: Accounting Costs Annual Audit $ 8, 000 US Tax Return 500 Total : $ 8, 500 • Budget ' 92- ' 93 Page 5 BUDGET ITEM: Legal/Insurance and Bond Costs Attorney Fees $ 66 , 945 Bonding 569 Director ' s Insurance - - $ 67 , 514 Budget ' 92- ' 93 Page 6 BUDGET ITEM: Bad Debt Expense : Bad Debt Loan $126 , 957 Sponsor Loan 22 , 683 Total : $149, 640 Budget ' 92- ' 93 Page 7 BUDGET ITEM: Advertising Directory Advertising $ 3 , 500 Trade Shows - - General Advertising 11 , 500 Total : $ 15 , 000 6.r Budget ' 92- ' 93 Page 8 BUDGET ITEM: Meeting Expenses Seminars $ 5, 000 Meetings 2 , 000 Memberships - - Total : $ 7 , 000 Budget ' 92 - ' 93 Page 9 BUDGET ITEM: Printing and Mailing Printing $ 7 , 500 (Focus Magazine/Newsletter) Mailing 2 , 500 Total : $10, 000 Budget ' 92 - ' 93 Page 10 BUDGET ITEM: Miscellaneous $ 200 f Budget ' 92 - ' 93 Page 11 1992 - 1993 BUDGET NOTES 1 . Asplundh Contract reflects a 6. 7% reduction from FY 91-92 2 . Center operating costs reflect a reduction of 3 . 3% from FY 91-92 3 . During FY 92-93 the UULC will install our own billing program vs . using a third party to prepare invoices and reports . 4. Attorney fees are a direct result of two issues : A. Non-payment of invoices and the attempts to collect such unpaid balances . B. Expenses due to the reorganization of the UULC. 5 . Meeting expenses include training seminars for the Operating Committee and membership meetings . 6 . Bad Debt Loan : Due to non-payment of invoices , the Operating Committee was forced to seek a $ 350, 000 line of credit from Asplundh to cover expenses . It is presumed that as the bad debt issue is resolved , this loan will be paid off over a period of 3 years. Allocation of FY91-92 Charges by Utility Group 13% MONTANA 11% WATER/SEWER DPW/DOT 2% 7% CATV POWER 17% - 8% CORRIDOR GAS 13% 17% TELEPHONE CITIES 12%