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Home My WebLink AboutReso 1983-11283 EXHIBIT 2 ASSOCIATE PARTY AGREEMENT THIS AGREEMENT made as of the 21st day of June , 19~, and among SOUTHERN CALIFORNIA GAS COMPANY, THE PACIFIC TELEPHONE AND TELEGRAPH COMPANY, GENERAL TELEPHONE COMPANY OF CALIFORNIA, SOUTHERN CALIFORNIA EDISON (hereinafter referred to as "Principal The City of Chu1a Vista, a Parties") and Muni ci pa 1 Corporation (hereinafter referred to as "Associate Party") . WITNESSETH: WHEREAS, the Principal Parties have heretofore entered into an Agreement dated as of July 1, 1976 (hereinafter referred to as the "Principal Party Agreement") , a copy of which is attached hereto and made a part hereof, and WHEREAS, Associate Party desires to become a participating Associate Party under the Principal Party Agreement, NOW, THEREFORE, the parties agree as follows: 1. Associate Party accepts and agrees to be bound by the terms and conditions of the Principal Party Agreement. ~'//,;J.F..3 2. The Principal Parties agree that Associate Party shall be accepted as"a participating Associate Party under the Principal Party Agreement. 3. The monthly fees to be paid by Associate Party for participating under the Principal Party Agreement as a participating Associate Party shall be determined in accordance with Principal Party Agreement and Exhibit 1 attached hereto. The provisions of the foregoing paragraph are not intended to, nor do they modify any additional obligation of Associate Party arising under the provisions of Article 4 of the Principal Party Agreement. 4. For the protection of the Principal Parties, Associate Party shall secure and maintain in force during the term of this Associate Party Agreement, comprehensive liability insurance, including contractual liability insurance, with minimum limits of $500,000 each occurrence for injury or death of any person or persons resulting from the same occurrence, and property damage coverage in the amount of $500,000 each occurrence. Such insurance shall be in such form and with such companies as may be acceptable to the Principal Parties. A certificate or certificates evidencing such insurance shall be filed with the Contractor under the Principal Party Agreement within fifteen (15) days of the date hereof. Such certificate or certificates shall provide - 2 - 12-(1~3 evidence that the policies of such insurance have been endorsed so as to provide twenty (20) days notice of the cancellation or change thereof to Contractor at the Con- tractor's address. Any written notice directed to Associate Party shall be addressed as follows: City Engineer Post Office Box 1087 Chula Vista, CA 92012 5. An Associate Party member \Jho does not operate underground facilities within the intent of this Agreement and/or does not desire to receive messages from the call center is exempt from the requirements of para- graphs 1, 2, 3 and 4 above. In consideration of waiver of the foregoing requirements and in recognition of the services provided by the call center to excavators, under- ground operators and to the general public to reduce damages and prevent interruption of necessary services the Associate Party member agrees to pay either $ 43.50 per month or the minimum monthly membership fee, whichever lS the greater, in accordance with the terms of this Agreement. 6. This Agreement shall become effective on the day and year above first written and shall continue in effect for a period of one (1) year and from month to month thereafter; provided, however, that this Agreement may be terminated at any time after one (1) year by the - 3 - i<-fl~83 Associate Party member upon thirty (30) days' prior written notice to each Principal Party or at any time after one (1) year by all Principal Parties upon thirty (30) days' prior written notice to the Associate Party. Any Principal Party may terminate its participation in this Agreement at any time after one (1) year upon ninety (90) days' prior written notice to the other Principal Parties and the Associate Party without affecting the remainder of this Agreement. 7. Notices provided for in this agreement to be given by participating Associate Parties to Contractor and the Principal Parties may be given by delivering such notice to the one call center addressed to Contractor and Principal Parties by their individual names. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year above first written. PRINCIPAL PARTIES THE PACIFIC TELEPHONE A1'JD TELEGRAPH COMPANY By A~ar~, ~ Ti tIe Mayor of the Ci ty of Chul a Vista GENERAL TELEPHONE COMPANY OF CALIFORNIA SOUTHERN CALIFORNIA EDISON COMPANY SOUTHERN CALIFORNIA GAS COMPANY SAN DIEGO GAS N~D ELECTRIC COMPANY By Title: A~~ tt. ~ Chair~n, Board of Governors Underground Service Alert Authorized representative for the Principal Parties .~ - (I {}83 MEMBERS AT &T Anaheim Eleclflc Antelope Valley CATV ARCO A.G.C.- L.A AG C - S.D Atlantic RIchfIeld CALNEV PIpe Line Camarillo Chevron, US.A COMMUNICOM, CATV CONOCO Corona Desert Water Agey Dow ChemIcal. U5A Eastern M.W.D. Edgington 0.1 Co. Elsinore Valley M.W,D Falcon Cable Flelcher Oll Co Four Corners Pipe Line Gatron I ndustnes. I nc General Telephone Getty 011 Co GOlden Eagle Refining Group W Cable Gull Oil Co Helix Water Disl Inllne Ranch Waler Dls! LaKe Elsinore La Mesa Las Vlrgenes M wa Lomlla Gasoline Co Long Beach Gas Depl Los Angeles County Los Angeles Q,WP Marle)( 011 Mesa Cons. Waler Dlst Metropolitan Water DISt. Mobil all Co Orange County Pacdlc CA TV P G & E PaclllC Telephone Poway Powenne Orl Co Aedlands Rincon Del Diablo W 0 RI....erslde SOG&E Sdn Diego Pipe Line SeE. Fuel Ops Shell Od Co SC E Orange County So Cal Gas Co So Pacllic Pipe Line S W Gil'j Corp Sun EAP & Prod Co T!?;O:dco PCP L TrH)lJ'>dnd Q,lks TlmAs'Mlrror CATV Triple A GraptHc5 Union Od C:) V~llley CA TV \lt~ntura ~- f 1:}-83 lUJ rrn @J @ << ~ <<@ lUJ rrn @J ~ (@) <<\VI fi ~ (@) !A\ II<~ << ~ of Southern California Mark L. Hoyal President 714-956-5230 320 North Wilshire. Anaheim, California 92801 . Call Toll Free 1-800-422-4133 January 12, 1983 Mr. Kenneth Goldcamp, Senior Civil Engineer City of Chula Vista 276 4th Ave. Chula Vista, CA 92012 Dear Mr. Goldcamp: This letter and the enclosed material is in response to our telephone conversation of Tuesday, January 11, 1983. I have enclosed a copy of USA's standard agreement as well as other information outlining USA's service. USA, as are most one-call centers, is a nonprofit association of companies and agencies involved in the operation and maintenance of underground facilities. One-call systems have been operating throughout the United States since 1964 and are increasingly recognized as an important part of an underground damage prevention program. The success of one-call in other states brought about the creation of USA/SC in September, 1976. The association was begun with six members and served the Orange County area. In November, 1979, coverage was expanded to all nine Southern California counties. Member- ship has grown to 77 members with an aggregate of over 150,000 miles of underground facilities. Most operators report the majority of underground facility damages are by excavators who have not given notification of their proposed work. Notification to individual operators can be a time consuming task and consequently many excavators do not take the time to determine which facilities may be affected by their work. The one-call system provides a single, central location for the excavator to notify all members who may have facilities in the work area. The excavator does not even need to know which utilities or pipeline facilities are in the work area. The result of such a simplified approach is that excavators use the system and operators are provided an opportunity to mark their facilities or other- wise advise the excavator of locations. Statistics Mr. Kenneth Goldcamp January 12, 1983 Page 2 compiled by the National Transportation Safety Board ano the American Public Works Association attribute a 30% to 60% "dig in" damage reduction directly to one-call operation. The cost to operate the one-call system is borne by the members- there is no charge for an excavator to call. There are presently five Principal Party Members-Pacific Telephone, General Telephone, Southern California Gas Company, Southern California Edison-Orange County Division and San Diego Gas and Electric Company. All others are Associate Party Members. The cost to Associate Members is $25.00 plus $O.lO/trench mile/month for all main line facilities. Communication costs between the center and the member are additional. Where voice contact is the method of notification there is a telephone installation charge of $10.00. A monthly charge of $1.25 is charged for each call up to 30 during a calendar month. If the call volume exceeds 30 calls per month, $1.50 is charged for each call over 30 and up to 60 calls. If the call volume exceeds 60 calls per month, $1.75 is charged for each call over 60. The rates for small companies are being reviewed b~T the Board. If the call volume exceeds 30 calls per month we suggest to the member that a printing receiver be installed at the member's expense. Teletype receivers will be bille~ at $115.00 per month. As we discussed, a single membership for City of Chula Vista would provide coverage for all city underground. In addition, the number of receiver locations for excavation notices is purely at the option of the member. Messages can be transmi tted by USA to a sing}(~, central receiver or on a departmental/regional basis. The present members of USA look forward to implementing expansj.on plans and to providing an effective service to excavators, operators, and the public in Southern California. To do so will require the cooperation and membership of the majority of operators. We are confident that City of Chula Vista will join with USA in this vital public service to reduce damages and prevent service interruptions. [ will be more than happy to provide you and your group with any informuLion or Clssistance you may require to effect your merrhershi[l in USA. h'e have a short film strip that explains whai: USl\. is anI! how it works. I will contact you in the near future. Very truly yours, (j]" dij-. Eon OliLsky J'v~anager Enclosures RO/lmi 1<- \l(}-83 ,~' . / Proposed Rate Schedule The present rate schedule for Associate members - $.lO/mile for underground facilities or $.35/M population for cities or other public agencies with a $25.00 minimum - has remained unchanged since USA was established in 1976. In the last few years rising costs of labor, rent and other operating expenses that have been experienced by each member have also affected the cost of operating the one-call system. The proposed new rate schedule increases from $.lO/mile/mo. to $.15/mile/mo. for most members, and for agencies, increases from $.35/M population to $.50/M population, all with a $25.00/mo. minimum. At the new rate, Associate member costs per mile of underground facility will still be approximately 1/4 that of Principal members. The proposed schedule also establishes a new annual rate for small (less than 20 miles of facilities or less than 25M population) operators or agencies, in recognition of the many underground opera- tors who will be joining the system as a result of recently enacted State legislation. It Associate Party Rate Schedule Water, sewer, storm drain, cable T.V. operators: 5 miles or less - $35.00/Year 5 - 20 miles - $60.00/Year All ot.hers wit.h 1('s5 than 20 miles and all operators with more than 20 Juiles - S.lS/mile/mo. with a $25.00/mo. minimum. Agencies with less than 10M population - $35.00/Year. 10-25M population - $60.00/Year. Agencies over 2':)1'''1 population - $.50/M/mo. with a $25.00/mo. ml.nl.mUfl\. 12/13/82 ~- 11 'J-83 . AGREEMENT - ONE CALL CENTER THIS AGREEMENT, made and entered into this 1st day of July , 1976, by and among SOUTHERN CALIFORNIA GAS COMPANY, a California corporation; THE PACIFIC TELEPHONE AND TELEGRAPH COM- PANY, a California corporation; and GENERAL TELEPHONE COMPANY OF CALIFORNIA, a California corporation; and Hood Corporation (here- inafter referred to as "Contractor"). WITNESSETH: WHEREAS, Southern California Gas Company, The Pacific Telephone and Telegraph Company and General Telephone Company of California (hereinafter referred to as "Principal Parties") are public utilities doing business in the State of California, and WHEREAS, it is the purpose of the Principal Parties to enter into an Agreement with Contractor, whereby those persons, firms, corporations and other entities intending to excavate, drill, blast or otherwise disturb the subsurface of the earth (hereinafter referred to as "proposed work") within Orange County initially, and in additional areas of the State of California as may be added pursuant to this Agreement, may notify the Principal Parties of their intention to do so by calling a single telephone number as hereinafter provided, thus encouraging such entities to notify the Principal Parties in advance of the proposed work and permitting the ;(-I/J2P' 3 Principal Parties to take whatever action they may deem appropriate, and WHEREAS, it is anticipated that other parties engaged ~n the rendering of services to the public, and also having sub- surface facilities in and/or outside of the County of Orange, (such parties being hereinafter referred to as "Associate Parties") may desire to participate in said Agreement by entering into separate agreements with the Principal Parties, such separate agreements to be consistent with the terms and conditions of this Agreement, and WHEREAS, Contractor and the Principal Parties desire to set forth herein the procedures to be followed in accomplishing their stated purpose under this Agreement, their respective respon- sibilities in connection therewith, and the terms and conditions under which Associate Parties may participate in this Agreement; NOW THEREFORE, in consideration of the mutual cove- nants and agreements hereinafter set forth, Contractor and the Principal Parties agree as follows: ARTICLE 1 --Establishment and Operation of One Call Center 1.01 Commencing on or about sixty days after the date of this Agreement, there shall be established at a location to be designated by Contractor and approved by the Principal Parties -2- ~- \1 d-83 a "One call center", at which Contractor will cause to be placed in use such telephone, telephone answering, recording, teletype and other equipment as provided in 82.01 and the Operating Pro- cedures to effectuate the purposes of this Agreement. 1.02 Operating Procedures shall be promulgated by the Principal Parties 1n consultation with the Contractor and may thereufter be changed by the Board of Governors (as defined in 82.02 and in the Operating Procedures) unless a provision of the Operating Procedures specifies otherwise. If there is any conflict between this Agreement and the Operating Procedures, this Agree- ment shall control; but the Operating Procedures shall govern in the absence of a conflict with this Agreement. 1.03 The area initially designated for application of this Agreement is Orange County. The Board of Governors may, according to the Operating Procedures, change the designated area. If a caller informs Contractor of his intent to commence the proposed work in an area not covered by this Agreement, the caller will be requested by Contractor to contact each affected party in the area of the proposed work. The caller shall be advised that it is his responsibility to ascertain the identity of each party who may be affected by caller's proposed work in areas not covered by this Agreement. -3- 1<-U ~83 1.04 E~ch Principal Party and each participating Associate Party shall maintain equipment to receive messages dispatched by Contractor from the one call center as stated in the Operating Procedures. 1.05 Each Principal Party and each participating Associate Party shall be individually responsible for taking such action, if any, as it may deem necessary to protect its respective underground facilities and to prevent interruption of its respective utility service to the public. 1.06 The recordings made pursuant to the Operating Procedures shall be preserved by Contractor for a period of at least six (6) years. A transcript or copy, as may be desiunated, of such recording or teletype message shall be made available by Contractor to and at the expense of any Principal Party or parti- cipating Associate Party requesting the same. ARTICLE 2 -- Governance and Payment 2.01 The Contractor shall present to the Principal Parties a detailed description of the communication services and equipment the Contractor deems necessary to operate the one call center in accordance with this Agreement. The Principal Parties may either approve the Contractor's proposed service arrangement or may alter or modify the service arrangement proposed, and the -4- ~ -K-/fa83 Contractor shall thereafter establish at the one call center the service arrangement as finally approved by the Principal Parties. 2.02 Each Principal Party and each participating Associate Party shall be a member of an association known as the "Underground Service Alert." Said association shall be governed by a Board of Governors to be elected annually at a meeting of all member parties. The Board of Governors shall annually elect a chairman who shall function as a day to day liaison between said association and the Contractor. The association shall maintain a bank checking account in the name of "Underground Service Alert." The Chairman of the Board of Governors, and such other official of the associ- ation as the member parties may designate, shall be authorized to draw checks on said account. Each Principal Party member shall pay to the Under- ground Service Alert association a one-time fee equivalent to one dollar per mile of main facilities as described in Exhibit No. 1 upon signing this Agreement. Exhibit No. 1 is hereby incorporated by reference. Said monies shall be deposited in the bank checking account described above and shall be utilized to establish an operating account. Said fee shall be in addition to the monthly charges as established in Exhibit No.1, Rate Schedule. Upon -5- +<... \ \ &-8) termination of this Agreement by anyone Principal Party member or all the Principal Party members, the terminating Principal Party member or members shall be entitled to receive a prorata share of any unencumbered funds remaining In said account In proportion to the amount first paid except that no member shall be entitled to receive an amount in excess of the amount first paid. Contractor shall bill each Principal Party member and each Associate Party member monthly in an amount established by the Rate Schedule in Exhibit No.1. Each member party shall then promptly forward to Contractor its check made payable to "Underground Service Alert" and i_n the amount of its monthly bill. Each month, the Chairman of the Board of Governors or other authorized official shall draw one check on said associ- ation bank account made payable to Contractor in an amount equal to the total monies due Contractor for that month from all member parties- Contractor's monthly cost to operate the one call center to be recovered by its charges shall not exceed a maximum amount to be established from time to time by the Board of Governors. Contractor's charge shall includ~ 10% of all expenses incurred as -6- 1<- \\ ~83 the Contractor's profit. 2.03 The Rate Schedule agreed upon ~n Exhibit No.1 shall be reviewed on a yearly basis or more often as agreed by the Board of Governors. At that time, if it appears based upon the history of the reasonable cost of operation of the one call center that the rates should either be raised or lowered, said monthly rate shall be modified as stated in the Operating Procedures and the new rate billed by the Contractor. 2 04 Each Principal Party and each Associate Party shall submit to Contractor, on or before March 1 of each year, a statement as to the miles of underground facilities, as described in Exhibit No.1, operated by each as of December 31 of the prevlous year and within the area served by the one call center. 2.05 Each Principal Party member and each Associate Party member shall submit to the Contractor a listing of those areas wherein each party desires to be notified of excavating or other activity. Said listing shall be in suitable form as stated in the Operating Procedures. Additionally, it is the responsibil- ity of each Party to notify the Contractor of additional areas into which the member Party has extended or plans to extend its underground facilities. Contractor shall not be liable for failure to notify any party of proposed work in such extended area unless -7- ':K- \1 &-8) and until Contractor tas received written notification of any such extension of member's facilities into areas where the member previ- ously had no interest. ARTICLE 3 -- Associate Parties 3.01 Other parties engaged in the rendering of services to the public and having subsurface facilities in the area covered by this Agreement may, at the option of the Principal Parties become and remain participating Associate Parties to this Agreement by (1) executing an "Associate Party Agreement" ~n form and substance as attached to this Contract as Exhibit No.2, (2) accepting and agreeing to be bound by the terms and conditions of this Agreement, and (3) paying the fees provided by the Associate Party Agreement as they become due. An Associate Party Agreement shall terminate upon the termination of this Agreement, and may be terminated by a participating Associate Party in accordance with the terms and conditions of the Associate Party Agreement. ARTICLE -- Insurance and Indemnification 4.01 Contractor shall indemnify, hold harmless, provide a defense and pay any judgment rendered against any of the Principal Parties and participating Associate Parties, their officers, agents, employees or servants, and hold them harmless from any and all damages, expenses or costs including attorneys' -8- ~- \l ~83 fees, and any and all claims, demands or suits on account of injury or death of any person, damage to real or personal property or any other injury or damage howsoever arising in any manner out of the performance or nonperformance of any work or obligation undertaken by or imposed upon Contractor pursuant to this Agree- ment. Contractor shall also indemnify, hold harmless, provide a defense and pay any judgement rendered against the Principal or participatina Associate Parties, their officers, agents, employees or servants, and hold them harmless from any and all damages, expenses or costs, including attorneys' fees, and any and all claims, demands or suits on account of injury or death of any person, damage to real or personal property or any other injury or damage howsoever arising out of the participation or me~ber- ship by said Principal Parties and Associate Parties of this Agreement. Excluded from this section are ONLY t~ose injuries to or deaths of persons and damage, destruction or loss, to or of property arising from the SOLE negligence or willful misconduct of any of the Principal Parties or participating Associate Parties, their officers, agents, employees or servants. Contractor shall carry insurance as stated in paragraph 4.02 in the amount of $1,000,000.00 for each occurrence for injury or death of any person or persons resulting from the same occurrence, and property damage -9- +:- \\d-83 coverage in the amount of $1,000,000.00 for each occurrence, with each Principal Party added as a named insured. A certificate or certificates evidencing such insurance shall be filed by Contractor with the Principal Parties within fifteen (15) days of the date hereof. Such certificate or certificates shall provide evidence that the policies of such insurance have been endorsed so as to provide twenty (20) days notice of the cancellation or change thereof to each Principal Party. The premiums for said insurance shall be the financial responsibility of the Principal Parties and participating Associate Parties and upon payment by Contractor shall be included as operating costs of the one call center. 4.02 Contractor shall carry insurance which will cover the One Call Center operations with the following coverages (all forms refer to Insurance Services Office Forms as in effect on January 15, 1976 or their successors which provide substantially identical coverage): Comprehensive General Liability - Coverage Part L 639a with exclusions "q" deleted Personal Injury - deleting exclusion "c" - L 9288 Blanket Contractual - L 9484 Independent Contractors - indorsed on L 6395a Completed Operations - indorsed on L 6395a -10- ':R- \l 9- 8.-5 Broad Form Property Damage with Completed Operations - L 9486 Fire Legal Liability - L 9132 Comprehensive Automobile Liability - AL 9582 Owned, non-owned and hired automobiles - indorsed on AL 9582 Host liquor liability as provided in Contractor's lnsurance policy as in its January 15, 1976 renewal (attached as Exhibit No.3) . If a substantial change is made in the type or amount of insurance available, the Principal Parties in consultation with the Con- tractor shall determine what insurance shall be considered an operating expense to cover the One Call Center, and Contractor shall obtain at least that amount and coverage of insurance. 4.03 Contractor shall be liable to any Principal Party nor to any participating Associate Party for any loss, cost, damage or expense in excess of the lnsurance limits provided for in Section 4.01 of this Agreement incurred by any Principal Party or any Associate Party to its own facilities or employees as a result of any action or failure to act except sole negligence or wilful misconduct by Contractor (or its employees, agents or contractors) In carrying out any provisions of Article 1 of this Agreement. 4.04 Principal Party, or the participating Associate -] 1- +2- \\~3 Party, whose facilities were involved shall indemnify, hold harmless, provide a defense and pay any judgment rendered against Contractor, its officers, agents, employees or servants and hold them harmless from any and all damages, expenses or costs, including attorneys' fees, and any and all claims, demands or suits on account of injury or death of any person, damage to property or any other injury or damage whatsoever which shall exceed the insurance require- ments of Section 4.01, and which ar~se out of any action or failure to act, excepting SOLE negligence or willful misconduct by Contractor (or its employees, agents or contractors,) ~n carryino out any of the provisions of Article 1 of this Agreement. 4.05 It is further understood and agreed that said Principal Party whose facilities were involved shall also indemnify, hold harmless, provide a defense and pay any judgment rendered against the other Principal Parties and participating Associate Parties, their officers, agents, employees or servants and hold them harmless from any and all damages, expenses or costs, including attorneys' fees, and any and all claims, demands or suit on account of injury or death of any person, damage to property or any other -12- {:?- \\ <>-83 injury or damage whatsoever that the Principal Parties and participating Associate Parties mi~ht incur solely by reason of their participating or being a member in this Agreement. 4.06 It is further understood and agreed that the said participating Associate Party whose facilities were in- volved shall also indemnify, hold harmless, provide a defense and pay any judgment rendered aaainst the Principal Parties and the other participating Associate Parties, their officers, agents, employees or servants and hold them harmless from any and all damages, expenses or costs, including attorneys' fees, and any and all claims, demands or suits on account of injury or deatl1 of any person, damage to property or any other injury or damage whatsoever that the other participating Associate Parties and Principal Parties might lncur solely by reason of their participation or membership in this Agreement. 4.07 It is further understood and agreed that any expense or liability arising out of or In connection with the stablishment, operation or maintenance of the one call center incurred by any of the Principal Parties and not otherwise provided for herein shall be shared by the Principal Parties 1n accordance with the Rate Schedule set forth in Exhibit No.1. 4.08 Notwithstanding any other provision of Article -13- :K- \\ 'd-B3 IV except for those relating to willful misconduct or sole negligence, Contractor shall be liable to provide such defense and indemnification of the Principal or Associate Parties only as becomes actually available under the Lnsurance procured pursuant to this Article In respect to each occurrence giving rise to a claim for loss, cost, damage or expense. However, this paragraph shall not apply if Contractor fails to obtain or maintain in force the insurance required under this Article and if the loss would have been covered had such insurance been in force. ARTICLE 5 -- Construction, Amendment, Termination, Withdrawal and Non-Discrimination 5.01 This Agreement shall be deemed to be a California contract and shall be construed in accordance with and governed by the laws of the State of California. 5.02 In the event that any provision of this Agreement or t.he application of any such provision to any party or circumstance shall be held to be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to parties or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby. 5.03 Any waiver at any time by any party hereto of its rights with respect to any other party, or with respect to any -14- ~-\\~&5 other matter arising in connection with this Agreement, shall not be considered a waiver with respect to any subsequent default or matter. 5.04 Any amendment to this Agreement, shall be In writing, signed by the Contractor and the Principal Parties; provided, however, that no such amendment shall be binding upon any participating Associate Party unless accepted in writing by said participating Associate Party. Written notification of any amendment of this Agreement sl1all be given each participating Associate Party by mailing a copy thereof to such participating Associate Party. Each participating Associate Party desiring to be bound by any such amendment shall, within sixty (60) days after the mailing of such notification, deliver to Contractor and to the Principal Parties its written consent thereto. In the event that any participating Associate Party does not deliver such written consent to Contractor and the Principal Parties within the sixty (60) day period, such participating Associate Party shall be deemed to have terminated its Associate Party Agreement as of the end of such period. 5.05 This Agreement shall become effective on the day and year above first written and shall continue in effect for a period of one (1) year and from month to month thereafter; -15- t<- \\ ~8.3 provided, however, that this Agreement may be terminated at any time after one (1) year by Contractor upon ninety (90) days prior written notice to each Principal Party or by all the Principal Parties at any time after one (1) year, for any reason whatsoever upon ninety (90) days prior written notice to Contractor. Any Principal Party may terminate its participation in this Agreement at any time after one (1) year upon ninety (90) days prior written notice to the other Principal Parties and the Contractor without affecting the remainder of this Agreement. Any such written notice shall be addressed to the following, as required: Manager of Distribution Southern California Gas Company P.O. BOX 3249 Terminal Annex Los Angeles, California 90051 Division Manager Construction and Engineering The Pacific Telephone and Telegraph Company 1695 W. Crescent Ave., Room 400 Anaheim, California 92801 Engineering and Construction Manager Outside Plant General Telephone Company of California 100 Wilshire Blvd. Santa Monica, California 90406 Contractor: Hood Corporation 8201 Sorenson Avenue P.O. BOX 4368 Whittier, California 90607 Copies of such notice shall simultaneously be mailed to each partic- -16- t<- \ \ &-8 3 ipating Associate Party. 5.06 Any termination of this Agreement and any termination of participation hereunder, as provided in Section 5.05, and any termination of any Associate Party Agreement, shall not discharge any party to any such Agreement of any obligation it owes to any other party or person by reason of any transaction, loss, cost, damage, expense or liability which shall occur or arise (or the circumstances, events or basis of which shall occur or arise) prior to such termination, whether the same be known or unknown at the time of such termination. 5.07 This Agreement incorporates Executive Orders 11246, as amended, 11625, 11701 and 11758, to the extent applicable, and the Contractor agrees not to discriminate in employment op- portunities on the basis of race, color, religion, sex or national origin; to take appropriate, affirmative action and to file the required federal reports; and to comply with the laws relating to the employment of veterans and the handicapped. The Contractor further agrees to use his best effort to utilize minority business enterprises to the fullest extent practicable and consistent with the efficient performance of this contract. Such an enterprise means a business 5~/o owned by minority group members (Negroes, American Spanish-speaking, Orientals, Indians, Eskimos, and Aleuts) --17- ~-\l'd&.3 The Contractor may rely on written representations by subcontractors as to their minority status in lieu of an independent investigation. Contractor agrees to execute the appended certificate and to comply with all provisions required by applicable Executive Orders (as may be amended or promu19ated from time to time), copies of which are attached as Exhibit 4 and hereby incorporated as part of the terms of this Agreement., This Agreement shall be executed in quadruplicate, each copy of which shall be a duplicate original of this Agreement. HOOD CORPORATION ... ./'l/1 /', /--' /J By ,__,>/!... .(.(/( c. -X-fJ-:(.{....,(2-/,LefL-- Title 0{~ ~:-~d:"l'l-T- SOUTHERN CALIFORNIA GAS COMPANY () \, /\ ' Q/ By '-<':~(J I\.) o.-tJL/O I or (~) . '1 ' / "----' r Tlt e ~.-:::..c_c -<.'/ /~. L _;::,.-e:., -..-c.. ~:- THE PACIFIC TELEPHONE AND TELEGI~PH /~ COMPANY By Title Vice President GENERAL TELEPHONE COMPANY OF CALIFORNIA By _.~:;;.:' -~,.' /~. / ~4- ,.r:-.". (..I~---" ,: ..~-- ~~:".,;:_.:. .,,:" Title v: ~c rl"J~~.~::'" - I .... ~!:~ "--::'~ :~. :,::,5 -18- <<- (\ ~83 AMENDMENT A ADDENDUM TO AGREEMENT - ONE CALL CENTER The undersigned Principal Parties to the Agreement One Call Center, dated July 1, 1976, (hereinafter referred to as the "Principal Party Agreement") and Hood Corporation, Contractor for performance of services pursuant thereto agree that the Principal Party Agreement shall be amended under Article 3 - Associate Parties to add the fOllowing as Section 3.02: 3.02 In the event that a public agency havinq subsurface facilities in the area covered by this Agreement wishes to participate in the One Call Center system, the Principal Parties may execute with such public agency an .Associate Party Agreement-Public Agency. in form and substance as the attached document which is so entitled and is Exhibit s. Monthly fees to be paid by participating public agencies ahall be as set forth in the Associate Party Agreement-Public Agency and the Rate Schedule attached thereto as Exhibit B. ACCEP'1'BD BY: HOOD CORPORATION By ~ O(~. ().-/L4.A- Title President Date May 1. 1979 ~I~. ~ COMPA/lY Title Vlee Pneeldent Date July 19, 1979 f?--- (( ~ B 3 THE PACIFIC TELEPHONE AND TELEr.~~oHP~3_~ BY;P;;?~ 'Ii tle DEPARTMENT MANAGER Date ~ .A t~7Q 'Itt,~.fY. GENERAL TELEPHO~;,COMPJWY OP _-_-WRle." By ~ ClfF #I€-YL . ~ - Tit~e En~. and Canst. Director Date July 10, 1~79 f\Mr:NN~t:NT "n" TO one CJ\r.r. Cf:NTER PRINCIPAL r~RTY ^GR~r.M~NT The unders Il)n('(l Pr i ne i p.,' P., r t i f"~ t.O t'h(' Al)rt"("ment - One Call Center, rlat.erl ~luly 1, 1'17(" (thr "Principi'll part.y Agreement.) and Hood Corpor., t i on, Cont r.lctor (or per formance of aervicea thereto, in consirl('r~tion of the mutual terms and condition. contained herein, agree that the Principal Party Agreement ahall be amenderl under hrticle 3 - Associate Parties to add the follow~ng as Section 3.03: 3.03 The Chairmftn of the noard of Governors of Underground S~rvice hlert - Southern California (the "Chairman'" shall he authorizp.d, upon rect"ipt of evidence of adequate insurance to meet the require- ments of Section 4 of the Associate Party Agreement, to execute on hehalf of the Principal Parties an "Associate Party Agreement" in form and substance as attached to this Contract as Exhibit No.2. The Chairman shall not be author- ized to delete, modify or otherwise alter any term or provision nf the hssociate Party Agreement. The Chairman shall send written notice to each principal Pftrty within thirty (30) di'lYs after the execution of an AS80ciate rarty ^~recmcnt. ACCEPTED BY I HOOD CORPORATION :~~ Date t?}zlb? ~ /9~ , t'hCIFIC TELEPHONE AND TELEGRAPH COMPANY - .-- " ) /~- - -~.- ~ /- Dy." .' ~ ,;, -r',c'u '1:i ~.le' , GENERAL MANA R Date APR 14 1980 BY~" GF.NF.RAT, Tf:l,EPHONE COM..F.ANY OF .J\f'mRICA elP,,'e,-II,,' I'I~ / (_/ Dy . J~ (L (' b., (A. ' SOUTHERN CALIFORNIA GAS COMrANY .' Title Viee PreBidf"nt Date March 31, 1980 1<- (( }-83 Ti t l~ Acting OP E & C Director O t 'i/ .~ . r" a ~ _, AMENDf'1!'::lT "c" TO ONE CALL Cr:NTl~R PRINCIPAL PARTY AGREEMENT This Amendment is mClcle by Clnd umon'J Sou thern ea 1 i fornia Edison Company, paci fic Telephone imd Telegraph Company, Genera 1 Telephone Company of California, Southern California Gas Company and Hood Corporation. WHEREAS, Pacific Telephone and Telc<]raph Compony, General Telephone Company of Califor.n;" <lrHl Southern Californio Gas Company are the Principal Part_ LOS as defined in that cectuin Agreement - One Call Center, dated July 1, 1976, (respectively, the "principal Parties" and the "Principal Party A'Jreement") and Hood Corporation is the Contractor. for the performClncc of services thereto; and, WHEREAS, Southern California Edison Company desires to become a Principal Party to the Principal Party Agreement, and the Principal Parties and Hood Corporation are agreeuble to the same, NOW THEREFORE, incorporuling the above recitals and 1n consideration of the mutual terms, covenants und concl i Lions contained herein, the parties hcrelo <I<Jree ilS follows: 1. The princif'ill P,-lcly ^(jcccrncnt, <lS dlllClld('c1, sh"ll h(~ further amended to include the Southern Cill i [on1 iu Ed ison Compiln y ("Edison") as a. Principal Party. =?- \ \;}. 83 - 2 - 2. Edison agrees to undertake, perform and comply with each and every requirement, term and covenant of the Principal Party Agreement, as amended, to the extent such requirements, terms and covenants are incumbent upon it as a principal Party. 3. Edison agrees to pay a one-time charge of ONE DOLLAR AND FIFTY CENTS ($1.50) per conduit or pipeline mile of facilities in accordance with Section 2.02 of the Principal Party Agreement as modified by Item 6-E of the minutes of the meeting of November 1, 1979 of Underground Service Alert. The parties hereto agree said charge shall be the sum of FOUR THOUSAND SIX HUNDRED SEVENTY FOUR DOLLARS ($4,674). Said amount lS calculated on the basis of 3,116 cable miles: being the number of miles of cable as described in the Principal Party Agreement operated by Edison within the County of Orange as of the effective date of this Amendment. In the event that Edison expands the service area to be included in the Underground Service Alert-One Call Center notification system, Edison shall pay a similar one-time charge at ~hat time based on the number of miles of cable operated in the newly covered area. 4. Any written notice to be delivered to Edison shall be addressed as follows: Munager of Distribution operution~, Southern Californin Edison Comp<:1ny 2244 Walnut Grove Avenue P.O. Box 800 - Room 392, G. o. Rosemcad, California 91770 ~.- \\ a-B3 - 3 - 5. This Amendment shall be effective January 1, 1981. IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the day and year written below. ACCEPTED BY: HOOD CORPORATION SOUTHERN CALIFORNIA EDISON COf-1P ANY BY~'~ g~, Title: By: z:.. L~-..l...-~ Title: J/'Ce- /i-est'deVlf Date: AltJ-u, ~ I, ./~ Date: /I-i)-y!,{l SOUTHERN CALIFORNIA GAS COMPANY PACIFIC TELEPHONE AND TELEGRAP GENERAL MANAG DEe - 8 1980 By: ~... ~ By: Title: nCl1'Rl!tDD! Tit le: Oat e : 7:frv1. ~ ~ I 'i 3d Date: GENERAL TELEPHONE COMPANY OF CALI FORNI A Title: ;1t/( X,C~ &~Ld' I~^~/'~-f/c By: ! M/:'c:..-" "7. ^- Date: /2 -/- )>'() =K- \\ ~83 AMENDMENT IIDII TO ONE CALL CENTER PRINCIPAL PARTY AGREEMENT This Amendment is made by and among San Diego Gas and Electric Company, Southern California Edison Company, Pacific Telephone and Telegraph Company, General Telephone Company of California, Southern California Gas Company and Hood Corportion. WHEREAS, Southern California Edison Company, Pacific Telephone and Telegraph Company, General Telephone Company of California and Southern California Gas Company are the Principal Parties as defined in that certain Agreement - One Call Center, dated July 1, 1976, as amended, (respectively, the IIprincipal partiesll and the IIPrincipal Party Agreementll) and Hood Corporation is the Contractor for the performance of services thereto; and, WHEREAS, San Diego Gas and Electric Company desires to become a Principal Party to the Principal Party Agreement, and the Principal Parties and Hood Corporation are agreeable to the same, NOW THEREFORE, incorporating the above recitals and in consideration of the mutual terms, covenants and conditions contained herein, the parties hereto agree as follows: 1. The Principal Party Agreement, as amended, shall be further amended to include the San Diego Gas and Electric Company (IISDG&E") as a Principal Party. ~- \\&83 - 2 - 2. SDG&E agrees to undertake, perform and comply with each and every requirement, term and covenant of the Principal Party Agreement to the extent such requirements, terms and covenants are incumbent upon it as a Principal Party. 3. SDG&E agrees to pay a one-time charge of ONE DOLLAR AND FIFTY CENTS ($1.50) per conduit or pipeline mile of facilities in accordance with Section 2.02 of the Principal Party Agreement as modified by Item 6-E of the minutes of the meeting of November 1, 1979 of Underground Service Alert. The parties hereto agree said charge shall be the sum of FOURTEEN THOUSAND FIVE HUNDRED EIGHTY SEVRN DOLLARS ($14,587). Said amount is calculated on the basis of 9,725 cable and pipeline miles, being the total number of miles of cable and pipeline as described in the Principal Party Agreement operated by SDG&E as of the effective date of this Amendment. 4. Any written notice to be delivered to SDG&E shall be addressed as follows: MANAGER OF CONSTRUCTION MANAGEMENT SAN DIEGO GAS & ELECTRIC COMPANY 101 Ash Street P. O. Box 1831 San Diego, California 92112 5. This Amendment shall be effective July 1, 1982. ~- \\d-83 - 3 - IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the day and year written below. ACCEPTED BY: HOOD CORPORATION By: Title: /~ ~- ~ -;A/1--- '"-; / ([ Date: SOUTHERN CALIFORNIA GAS COMPANY By: ~~ '. .0: ..L d~- f?~,r ~:4'7-- / Title: Date: SAN DIEGO GAS AND ELECTRIC COMPANY R~~ V~v~s~on Manager Ti tIe: Customer Service Administra tion By: Date: May 21, 1982 :t<- \' ~8.3 SOUTHERN CALIFORNIA EDISON COMPANY By: Title: Date: PACIFIC TELEPHONE AND TELEGRAPH COMPANY By: ~o: 1 .. ( . "Z~t-# / Ti tIe: ni vi c::;i on Stilff Milnilgpr Da te : 7/28/82 GENERAL TELEPHONE COMPANY OF CALIFORNIA BY:;~ (~<'~" Ti tIe: OP Eng/Const Director Da te: ? / 7- j L UNDERGROUND SERVICE ALERT OF SOUTHERN CALIFORNIA USA-SC OPEP~TING PROCEDURES Article Contents l. 2. 3. 4. 5. 6. 7. 8. 9. Purpose ............ Objectives . . . . . . Participating Members . USA-SC Contractual Agreements . Rate structure Center Management . . . . . . . . Communications . . . . . . . . . . . . Center Operations . Public Relations and Publicity Exhibit 1 . Exhibit 2 . ........ -i- 1<- \t ~~3 Page No. 1 1 1 2 3 3 6 7 13 14 15 1. PURPOSE 1.01 The primary purpose of the Underground Service Alert Center of Southern California, hereinafter referred to as USA/Se, is to provide a centralized, one number call system to expedite the location of underground installations (including water, gas, electric, tele- phone, etc.) prior to the start of any excavation work. For purposes of these operating procedures, the following definitions will apply: 1) Excavation Work: Any work that may affect the subsurface of the earth. 2) Excavator/Excavators: Any person or entity performing excavation work. 1.02 The Center's major functions are: 1) To receive teports from the public, contractors, utilities and all other excavators who have been encouraged to call the USA/BC Center two working days in advance of planned digging acti- vity. The calls received for this purpose are called "Underground Location Requests". 2) To transmit this information to all participating members who may have underground facilities at the location of the digging activity or are otherwise concerned with this digging activity. (The owner is then responsible for notifying the caller). 3) Promote use of and membership in FSA/SC. 2. OBJECTIVES 2.01 The USA/SC Center is designed to encourage acceptance and active participation by all underground operators, government agencies and excavators. The Center's objec- tives are to: 1) Promote public safety. 2) Eliminate costly damage to underground facilities. 3) Reduce lost production time, due to damages. 4) Promote compliance with O.S.lLA., Section 1926.65l. 5) Help protect our underground environment. 6) Promote membership in USA/See 7) Promote use of USA/SC. 3. PARTICIPATING MEMBERS 3.01 Participating members are those organizations and repre- sentatives thereof which are signators to the Principal ~- \\ ~ B_5 -1- Party Agreement , Associate Party Agreement, or Associate Party Agreement - Public Agency. 3.02 Signators to the Principal Party Agreement or to the Associate Party Agreement are eligible for membership to the USA/SC Committee. Signators to the Associate Agreement - Public Agency are not members of the USA/SC Committee. 3.03 Sustaining members are those corporations, firms, individuals or public agencies which, by virtue of their business, professional or public activities share the concern and objectives of the Association in establishing and operating a plan of activities designed to protect underground facilities as described in Articles I and 2. 1) Sustaining membership is recognized by a suitable certificate issued by the Board of Governors upon payment of annual membership fee. Such annual payment shall be determined from time to time by the Board of Governors but shall be not less than $50.00 per year. 2) Sustaining members: do not receive notifi- cation of proposed work; are not signators to the Principal Party Agreement or the Associate Party Agreement; are not members of the Underground Service Alert Association; are not entitled to vote at any meeting of said Association. 4. USA/SC CONTRACTUAL AGREEMENTS 4.01 All participating members of USA/SC shall be governed by the articles of the Principal Party Agreement. 4.02 The participating members shall be divided into three categories: 1) Privately owned utility companies with over 2,000 trench miles of underground facilities in Southern California. These members shall be known as Principal Parties and shall be signatories to th~ Principal Party Agreement. 2) Other companies, governmental agencies, and all other participating members shall be known as Associate Parties and will sign Associate Party Agreements as stated in the Principal Party Agreement, except as provided in (3) below. 3) Governmental agencies who elect to sign an Associate Party Agreement - Public Agency are not members of the Association. These public -2.- ~- ".~ agencies participate in the one-call system and receive all the benefits thereof but do not participate in the management of the Association. 5. RATE STRUCTURE 5.01 For purposes of cost apportioning, the participating members will be divided into the same categories as jn Section 4.02. 5.02 Each participating memberwill.be assessed a monthly fee in accordance with the applicable rates contained in Exhibit 1. 5.03 Each Principal Party will be assessed a monthly fee equal to a percentage of the remaining operating costs. This percentage will be determined by the percent of each Principal Party's underground mileage to the total Principal Party mileage. (see Exhibit 1). 5.04 If any Principal Party's monthly fee falls below an amount equal to $25.00 plus 10C;: per mile of underground facilities, it will be necessary to adjust this rate structure. Any such adjustment will be accomplished according to the terms and conditions of Article 6, of these Operating Procedures. 5.05 The fees collected through this rate structure will cover the operating costs of the Center excluding any individual company's communications costs associated with the methods, of notification as outlined in subsequent sections. 5.06 The Principal Parties, Associate Parties and Associate Parties - Public Agency will submit in writing, updated trench mileage of population figures to the Board of Governors by March 1st of each year based on their mileage as of December 31st of the prior :rear or the latest available population figures. This will allow the revision of billing amounts for each new Contract Year, which runs from July 1 to the following June 30. 6. CENTER HANAGEMENT 6.01 The Underground Service Alert of Southern California Committee is the managing body responsible for over- seeing the operations and maintenance of the USA/SC Center. The Committee consists of one representative of each participating Principal and Associate Party. The Committee will meet only as required, but at least once a year, on or before August 1st to elect the Board of Governors and conduct any other business that may come before it. K- Il &63 -3- 6.02 A quorum of the USA/SC Committee shall consist of those members present. Any vote will be won by a simple majority of votes cast. 6.03 The USA/SC Committee 'iilill oversee the operations of the USA/SC Center through a Board of Governors. This Board of Governors will be made up of the following members. 1) One representative from each of the Principal Party organizations. Each one of these repre- sentatives has one vote. 2) Four representatives ~rom the total body of Associate Party members. Each representative here named has one vote. 6.04 The Board of Governors will elect a chairman and a vice-chairman to coordinate the total USA/SC program. The chairman will be responsible for: 1) Conducting regularly scheduled meetings of the Board of Governors and the USA/SC Committee. 2) Approval and distribution of the minutes of these meetings. 3) Acting as liaiSbn between all USA/SC members and the Contractor. 4) Providing functional guidance and direction to the President in carrying out his duties. 5) Instituting all actions as directed by the Board of Governors, that are not covered in this section. 6.05 The Vice-Chairman will assume the duties of the Chairman in his absence. 6.06 Each representative on the Board of Governors may, on such occasions as may be necessary, send an "Alternate" to a meeting of the Board. The choice of "Alternate" will be left up to each representative. A letter of designation, signed by the official Board representative \vill accompany the "Alternate" to any meeting attended. This letter will be presented to and kept by the Chairman, at the time of the meeting. 6.07 Associate Party representative on the Board of Governors will be elected at the annual meeting of the Association. Associate members shall elect, based on one vote per trench mile or one vote per 1000 population, four of their number to represent all Associate members on the Board of Governors. - 4 - R- " &-8 's 6.08 6.09 6.10 6.11 6.12 6.13 6.14 -K- l\ ~B3. The Vice Chairman of the Board shall conduct th~ election of Associate Party representatives and shall decide any conflict that may arise in the interpretation of these election procedures. If an Associate Party representative on the Board of Governors must be replaced for any reason, the Board will appoint a replacement to hold office until the next annual meeting. The Board of Governors will meet as often as necessary to conduct the business of the Association but at least once every two months. The time. and place of each meeting will be scheduled well enough in advance to provide proper and adequate notice to each Association member. The Board members present at any meeting will constitute a quorum. Any vote taken will be won by a simple majori ty of those votes cast. ]',11 h.ssociation members may attend Board meetings and may request to participate in discussion of any matter brought before the Board. Voting on all matters is limited to Board members. The Board of Governors has the power to review all the operations and accomplishments of the USA/SC Center. The Board will, if necessary, make recommendations to the Contractor, involving revision, deletion or addition of any part of the Center's operations, ~cept those stated in Section 6.12. Any changes, additions or deletions made pursuant to this Section will be voted on according to the terms fo Section 6.09. The Board will keep, and distribute to al1 members, minutes of all it's meetings and any ot.her actions it takes. The Board af Governors will handle all discrepancies arising out of interpretations of these operating procedures. The Board's decision will be final. The Board of Governors cannot amend those portions of these Operating Procedures and Exhibits that deal with Rate Structure, or this entire Article 6. These portions can only be changed by the full committee in accordance with Section 6.02. The USA/SC Committee will maintain a bank checking account in the name of "Underground Service Alert". The chairman and such other officials of the Board of Governors, as the member parties may designate, shall be authorized to dra',v checks on said account. This account will be used solely for paying the Contrac- tor his monthly operating costs and paying any advertising costs incurred independent of the Contractor and other bona fide operating costs. The chairman of the Board of Governors is responsible to balance the account each month after receipt of the bank statement from Contractor. He ',viII report on th~ status of the USA account in each monthly meeting. -5- A financial status report shall be included in the minutes of the meeting. 6.15 The Center shall be at a location agreeable to both the Contractor and the Board of Governors. 7. COMMUNICATIONS 7.01 The Contractor will provide sufficient equipment and personnel to maintain efficient operation of the Center. Increases in costs incurred will be justified by the Contractor to the Board of Governors. 7.02 For liability purposes, all incoming calls (handled by IN-~.;rATS lines) are recorded on tape. In addi tion, all telephone notifications to the members are also recorded. Said recordings are made in accordance with tariffs on file with the California Public Utilities Commission and local, state and federal law. 7.03 Each member is individually responsible for maintaining communications equipment on their premises to handle the receipt of local request information. 1) Those eligible for telephone service, will maintain a telephone number at which a representative may be reached at any time during normal business hours. 2) Those using telecommunications equipment will maintain a "Eeceive Only" station on an individual or shared basis. Terminals shared by more than one member must be listed at the Center, by all the names of those members sharing it. Such arrangements for sharing terminals must be individually negotiated with the help of the chairperson. Information sent to shared terminals must be transmitted to all parties as soon as practicable. 7.04 Only members receiving less than 30 notifications per month are entitled to use a voice telephone system. Hembers receiving a heavier volume of notifications are expected to receive their US]\ communicat.ioI's by use of a Teleprinter. The Contractor will coordinate all requests for additional teleprinters. All receiving stations shall be responsible for maintaining their teleprinters in good working condition. 7.05 In addition to the monthly rates set forth in the Exhibit 1 Rate Schedule, each member will be billed in accordance with the following schedule of the message receiving equipment utilized: 1) Teletype receiver stations provided through the Center (each station): a) Installation Charge - actual charge by :t<- \\ if-8~ -6- the Telephone Company. b) Monthly Charge - $115.00. 2) Teletype Receiver Stations provided by member: Installation Charge and Monthly Receiver billing charge will be determined and billed on an individual basis for members who provide or furnish teletype receiving equipment maintained by the Center. 3) Telephone Notification (Per Telephone Humber) a) Installation Charge: $10.00 b) Monthly Charge: $1.25 for each call up to 30 during a calendar month. $1.50 for each call over 3Q and up to 60 during a calendar month. $1.75 for each call over GO during a calendar month. c) The foregoing applicable per call charges will be applied each time the member location is contacted by the center personnel for the purpose of transmitting an excavation notifi- cation message, whether or not such notification is completed. d) The applicable rate as stated in (L) above will be doubled for each call during which the center employee initiating the call is put on "hold" for the convenience of the member. 8. CENTER OPERATIONS 8.01 The Center's business hours are from 7A!1 to 5PH f"1on8ay through Friday excluding holidays. 8.02 The Center's holidays are New Year~s Day, Washington's Birthday, Hemorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. 8.03 The Contractor shall provide the personnel necessary to carry out the business of the Association and shall employ a President, Manager, and Office Clerks. The work schedule of the Manager and Clerks will be arranged to provide adequate personnel during business hours. 1) President The President is employed by the Contractor -K- \\ ~'S -7- with the concurrance of the Board of Governors and receives functional guidance and direction from the Chairman of the Board. The salary and reimbursable expenses, position responsibilities and job performance of the President are subject to Board approval. The President is responsible for carrying out the businesE of the Association and for fulfilling the objectives and purposes as described in Articles 1 and 2: Promotes membership in the system by utility and agency operators of underground facilities and others; promotes use of the system by all excavators; attends meetings of outside groups and/or makes presentations to interested parties; develops and implements advertising and promotional activities; recommends changes and improvements to the operating procedures of the system; directs activities of the manager; performs other duties in the furtherance of the business of the Association as directed by the Chairman. 2) Manager The Manager reports to the President and exercises full responsibility for the day-to- day operations of the Call Center: Hires, trains and supervises office clerks; coordinates work assignment to maintain proper telephone coverage; develops and implements quality assurance programs, reviews findings with Clerks, compiles quality indices for the group and for individuals; reviews and analyzes on a sampling basis the .dork performed to assure accuracy and performance in accord with established procedures; develops written procedures for the tasks performed by Clerks; receives and handles unusual or complex calls; prepares monthly bills, receives and deposits payments, and maintains such records as may be required; assists the President as requested and performs such other duties as may be assigned from time to time; may perform duties of office clerk. The Manager will also serve as secretary of the Board of Governors. 8.04 The Contractor is responsible for billing of the Participating members in accordance with Article 5 and the following: 8.0401 The Contractor determines, prepares and mails a bill for each participatinq merrilier in accordance with the approved rate structure - Exhibit 1. For purposes of ~- \\ a-&!3 -8- accounting, books are kept of each month's billing, by member name. Said books shall be kept in accordance with generally accepted accounting principles. 8.0402 The Contractor compiles a monthly summary of operating costs in detail, current month's billing by member name, and last month's bilJing showing credits for amount paid. These reports are submitted to the Chairman of the Board of Governors by 15th of the month following the month under report. 8.0403 Upon receipt of the monthly bill from the Contractor, each member will make payment, by check, made out to ~Underground Service Alert". This check is sent to the Contractor at the USA/SC Center. 8.0404 The Contractor credits each member's account when its payments are received and deposits the money in the USA Bank Account. Deposit slips and monthly bank statements are reviewed by the Chairperson of the Board of Governors. 8.0405 The Contractor is responsible for maintaining records of all expenses associated with the USA/SC Center operations. These records are subject to audit by the Board of Governors. 8.0501 8.05 Location Request: 8.0502 8.0503 8.0504 ~-'\\~3 All requests are handled on Dl-'VV\TS lines and are recorded. Each request has a number assigned to it. This numher is given to each caller for future reference. All callers not giving two working days notice are reminded of this requirement. They are told that the affected members may not be able to provide location information prior to the start of the job, but the request will be handled as promptly as possible. After all the necessary information to complete the location request has been given, Center personnel tells the callers which members will be notified. They also tell the caller that Non-Members must be contacted separately by the caller. -9- 8.06 Locations Each participating member is responsible for completing a listing of those Thomas Brothers Map Book Page and Grids in which they want notification of digging activity. The forms for this listings are supplied by the Center. Each member is responsible for notifying the Center of any changes, as they occur, in their areas of coverage. 8.07 Transmissions of Location Request information: All Location Request information is dispatched by the Contractor to each affected member as possible after receipt thereof. The Contracto~ shall use reasonable judgement in determining the sequential order in which said location request information is to be transmitted by teleprinter or telephone. 8.0701 The receiving stations are responsible for prompt handling of all locations requests received. Each participant who is notified must advised the caller if they do or do not have underground plant at the work location. 8.0702 If their records do indicate below ground plant at the work location, the participating company will promptly notify the caller and advise them of the conflict. In accordance with each Company's Policy, the affected members will then provide information about, or locate and identify the location of its facilities by staking or marking on the surface. 8.0703 Each receiving station is responsible for immediately notifying the Center of any garbled teletyped message and/or any mechanical failures, of which it is or should be aware. The Center will then determine if the problem is operator caused or is a case of equipment trouble. 8.0704 When receiving equipment trouble or failure is indicated, the receiving station will be responsible for reporting it to the appropriate location repair nun~er, as indicated on its teleprinter. 8.0705 When computer failure occurs the Center will report location request information to affected members via telephone until the failure is repaired. Calls made under this provision will be made from the Touch- A- Matic phone, so they will be recorded. 8.08 The clerks are to ~andle any follow-up calls for ~ - ( \ ~8). -10- additional information or failure of anyone or more companies to respond to a location request. 8.09 Calls received to report Emergency work that must be done immediately, are handled as normal location request and transmitted as soon as possible. 8.10 Callers reporting damage to the underground facilities of any Hember or Non-Ilember are requested to call the affected Utility or Agency directly. The Contractor is to supply the telephone number of the Utili ty or Agenc~' involved, if known. In addition, if the caller indicates the proposed work will involve the above ground facili ties of any Hember or Non-l-lember. the Contractor will inform the affected Utility or Agency directly. 8.11 All calls received in the Center after scheduled operating hours are answered by a recording device attached to the IN-WATS lines. A pre-recorded message advises the caller of the Center's scheduled operating hours and direct them to call back. The message also refers all emergency calls to the affected organization. 8.12 Records, Reports, Logs: 8.1201 The Contractor is responsible for the following reports: 1) Daily log of calls received including time received and ticket number. 2) Daily log of calls giving less than 48 hours notice, including ticket number, caller's company and length of notice in hours. 3) Dai 1'1 log of messages transmitted, including ticket number involved. 4) Monthly summaries of Reports 1, 2, and 3. 5) Monthly report of damages incurred by each participating company, showing Date, Time, Location of damage and name of excavating company involved. Information needed to formulate this report is to be supplied by the participating companies on a monthly basis on forms supplied by the Center. 8.13 The Contractor will be responsible for maintaining a file of all records and tapes of recorded conversations for a period of six (6) years. At the end of six (6) years the Contractor will destroy the above records unless otherwise requested in writing by any Principal or Associate Party. Upon such a request, the Contractor will supply a copy of the information required to the originators of such a request, at their expense, to be maintained by them. ;<- \\ 9-&.s -11- 8.14 Location Requests are communicated by excavators to USA by vJATS telephone lines. All transmissions on USl\ liJATS lines are recorded. Notification of Location Requests are transmitted to members by Teleprinter or Telephone, depending on the needs of each member. Telephone Location Request transmittals from USA to members are recorded. Copies of Teleprinter messages are produced by the computer at the time of transmission. Tape recordings and computer copies are retained by USA for the use and benefit of Company/Agency members, the contract operator of USA (Hood Corp), and users of the One-raIl System. Tapes are handled, recorded on, played, stored, and rerecorded from, by USA employees only, or such qualified operators as may be designated by the Chairman to maintain reliability and integrity of the tapes. Tapes will not be released to any member or other for any purpose. 8. 1401 8.1402 On re'1uest from a Hember Company/l,gency, USA will provide one copy of any teletype Location Request, in addition, tape record- ings of incoming and/or outgoing telephone transmittals will be made available for listening and, if required copies of such recorded messages will be furnished. On letter request, USA will provide to a qualified Non~Member one copy of the teletype Location Request which resulted from an original call. USA will determined, if possible, the reason for the copy request and if damages to a Member's facilities occurred during the work. USA will provide one copy of tape recorded messages from the caller to USA to a r~ember or t."embers onl:' after receipt of payment of e~timated rerecording costs. USA will notify by letter each menber to 'Alhom the original I,ocation Request was transmitted, whether by teletype or telephone, stating the reason for the copy request, name of requestor, whether or not damage occurred, and any other information that will be of assistance to the member. One copy of the teletype Location Request wi 11 be provided and the r1ember (s) ,vi 11 be advised if the caller requested tape recordings of the transmittals. 8.15 Other provisions of these operating procedures notwithstanding the Center shall use its best efforts to receive and transmit excavation notices in the event of electrical power failure which precludes the recording and normal transmission of message. t<- 11~83 -12- 9. PUBLIC RELATIONS AND PUBLICITY 9.01 The Center will maintain a log of all presentations made involving the promotion of the USA/SC program. Arrange- ments may be made through the President for such presentations to any interested groups. 9.02 Advertisement and promotional materials will designate "underground Service Alert" and should include the Center's toll free number and logo. 9.03 To prevent duplication of effort and to maintain continuity of promotional items, all participating companies are asked to submit to the Board of Governors at least one copy of any promotional materials used, which were not processed through the Board of Governors. This will include intra- company promotions 9.04 A complete file of all promotional material will be kept by the Hanager. 9.05 Participating Members are encouraged to list in telephone directories the Call Center toll-free number under their company or agency name for locating/marking information. Such listings are billed to USA by the Telephone Company at the rate of .75/mo. for each directory listing in the White Pages. Each Member sh~ll, at least annually, advise the Hanager of the total number of directories in which such listings appear. Hembers are billed by USA for these charges along with their monthly membership and communication charges. -13- ~- H }83 Exhibit 1 UNDERGROUND SERVICE 1'.LERT PATE SCHEDULE A. This schedule sets forth thE rates charged Associate Party members and Principal Party members of the Underground Service Alert one-call system. Communication receiving costs are additional and are stated in Section 7, Paragraph 7.12 of the Operating Procedures. B. The monthly charge to each 7\ssociate P.arty member who receives notification from the one-call center of proposed excavating or other underground work is in accord with the following schedule: 1. For underground facilities operated by the member within the area served by the one-call center a charge of $25.00 plus $.10 per trench mile for all main line facilities (excepting service lines or similar lateral extensions) . 2. Cities and counties which operate, or cause to he operated, underground facilities (except nntural gas or electric transmission or distribution systems), a charge of $.35 per 1,000 population, or the rate set forth in B.l. above, whichever rate produces the lower cost, with a minimum of $25.00. 3. Cities and counties which qualify for the rate established in B.2. above, and which operate electric and/or gas distribution systems, and additional charge of $.05 per 1,000 population for each such electric or gas s:'stem. C. Each Principal Party member will pay a monthly sum in proportion to the trench miles of underground facilities as defined in B.l. above, operated by all the Principal Party members within the area served by the c:all center so that the total sum of the Associate Parties' contributions and the Principal parties' contributions equal the monthly cost of operating the call center except the sum paid monthly by each Principal Party shall be not less than $25.00 plus $.10 per trench mile of underground facilities as defined. D. Members who elect not to receive notification from the call center of proposed work pay a monthly fee as agreed upon by the member and the Principal Parties but in no event will the charge be less than $25.00. {<. - ">>-- 83 -14- LuAilOJJ ~l:H.te:sT E'-LTR.'1 . T lCJLf.T : .:1. DATE: ~. LDt:.ATlOtJ: 7. ~. q. ID. IL LouIJT'I: l:l. PA6f:: 13. G~,f): /5. NATUR.E OJ:" WD~K: I~. DATE. Bf'u I tot : 17. T IHE. BE.6uJ: 3. TIME.: Exhibit 2 4. TA~Ekl 81{: s. C~ANJlE.L: /4.. 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