Amended and Restated
Master Agreement
for The
Northwest
One-Call Subsurface Warning System

This Agreement, dated as of October 1, 2005, amen= ds 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 Agr= eement are identified in the list that is set forth (or obtained in the manner specified) in the attached Exhibit A.

Recitals

A. &n= bsp; Each Party owns, operates or conducts activities affecting subsurface utility facilities (including, but not necessa= rily limited to, any electric, gas, telephone, water, sewer, cable televi= sion or communications distribution system).

B. &n= bsp; 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 dist= urb the surface or subsurface of the earth.

C. &n= bsp; In order to help protect their respective subsurface utility facilities, the Parties have established a one-call lo= cation 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. &n= bsp; 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 perfo= rm the one-call location service for the benefit of the Parties.

Agreement

The Parties therefore agree as follows:

Section 1. = Definitions

1.1 &= nbsp; 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 Sectio= n 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 exte= nt that such costs are included in a budget or otherwise authorized or approve= d 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 be= nefits such as retirement benefits, employee insurance and allowances for sick lea= ve, holidays and vacations; social security, unemployment and other employer ta= xes; 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 ot= her items for performance of the Service (including, but not limited to, compensation payable to the Contractor);

(d) = attorneys', accountants', and other professional f= ees incurred in connection with performance of the Service (including, b= ut not limited to, the costs of any audit of the Common Costs performed pursua= nt to Section 4.5);

(e) = sales, use, property and other taxes which are imposed by any governmental authority in connection with performance of the Service (other than any taxes imposed upon= or measured by the income, revenues or receipts of any Party);

(f) = costs of permits, licenses and other governmental authorizations required to perf= orm 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 a= nd 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 Sec= tion 2.2(a) to perform the Service. The Contractor on the date of this Agreement is One Call Concepts.

1.1.5= "Executive Administrator" means the Person engaged as an independent contract= or from time to time by the Committee pursuant to Section 2.2(a) to serve= as an "Executive Administrator" (or like title established by the Committee) of the cost-sharing organization established by this Agreement a= nd to perform such leadership, business and administrative services as are spe= cified by the Committee.

1.1.6= "Fiscal Period" means the fiscal period adopted from time to time by the Committee for budgeting, financial sta= tement, 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 n= ext year.

1.1.7= "Montana Representative" means the Person engaged as an independent contrac= tor from time to time by the Committee pursuant to Section 2.2(a) to perfo= rm such roving customer service related services with respect to the Service in the State of Montana as are specified by the Committee.

1.1.8= "One-Call Office" means an office from which the Service is performed. On the date of this Agreement, the One-Call Office is located at 415 SE Ankeny Str= eet, Portland, Oregon 97214-1471. = The Committee may at any time establish one or more additional One-Call Offices= or change the location of any One-Call Office.

1.1.9= "Person" means any corporation, partnership, tr= ust, governmental authority, individual or any other person or entity.

1.1.10 "Service" means a one-call location service by which a Person who intends to dig, excavate, drill, blast or perform other work that might disturb the surface or subsurface of the earth where the subsurface utility facilities of one or more of the Parties may be located may call a single telephone number to notify the Parties that may be affected by the proposed work and seek such Parties' assistance in locating their respective subsurf= ace 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 w= ork that might disturb the surface of the earth;

(b) = the Contractor's determining the location of the intended work (e.g., as being within or near the Service Area of any Party or Parties); and

all so that the Person intending to perform such wor= k may seek the Parties' assistance in locating its subsurface utility facilities (e.g., by marking the surface above where the subsurface facilities are located).

1.1.11 "Service Area" means the geographical area to which the Service applies. The Service Area of a Party include= s 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 fa= cilities are located).

1.1.12 "Subscription Agreement" means the document, in such form and content as may be prescribed from time to time by the Committee, by which a Person becomes a "Party" under this Agreement. The form of Subscription Agreement prescribed by the Committee on the date of this Agreement is attached as Exhibit B.

1.1.13 "Term" means the period commencing with the date of this Agreement and ending upon= the first of the following to occur:

(a) = July 31, 2025;

(b) = the date upon which the last of the Parties withdraws as a Party pursuant to Se= ction 5.2.1; or

(c) = the effective date of any termination of this Agreement by the Committee pursua= nt to Sections 2.2(g) and 3.7.2(c).

1.1.14 "Uncontrollable Forces" means any cause or co= ndition beyond the control of any Party delaying or failing to perform its obligations under this Agreement, which cause or condition such Party is un= able to overcome or have prevented by the exercise of reasonable diligence. Uncontrollable Forces may include, = but are not necessarily limited to, acts o= f 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 ci= vil or military authority (including court orders, injunctions and orders of government authorities prohibiting performance as required by this Agreemen= t or permitting such performance only subject to unreasonable conditions), and failures of governmental authorities to timely act (including any failures = to issue permits, licenses or other required governmental authorizations).

1.1.15 "Utility Group" means a group of Parties recognized by the Committee as hav= ing 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 t= his Agreement are set forth in the attached Exhibit C.

1.2 &nbs= p; Cross-References to Additional Definitions.

Whenever used in this Agreement with initial letters capitalized, the following terms shall have their respective meanings speci= fied elsewhere in this Agreement:

Term	Reference
First Party	Section 8.5(c)
Party	Introductio= n
Participati= ng Party	Section&nbs= p;6

Section 2.&nb= sp; Performance of the Service

2.1 &nbs= p; General

The Parties shall provide for the performance of the <= span style=3D'letter-spacing:-.1pt'>Service by the Contractor for the benefit of= all Parties in their respective Service Areas throughout the Term.

2.2 &nbs= p; Authority of the Committee

The Committee sha= ll have the power and authority to do the following on behalf of the Parties= :

(a) = enter into, perform and administer one or more contracts with (i) the Contra= ctor for the Contractor's performance of the Service, (ii) the Executive Administrator for the performance of the leadership, business and administrative services specified by the Committee, and (ii) the Monta= na Representative for the performance of the customer service related services= specified by the Committee with respect to the Service in the State of Montana; provi= ded that no such contract shall be for a period in excess of five (5) years;

(b) = incur Common Costs;

(c) = adopt and amend policies, procedures, guidelines, rules and requirements for the implementation of the Service and this Agreement;

(d) = render interpretations, constructions and clarifications of this Agreement;

(e) = establish procedures for the determination, bill= ing, payment and collection of charges for use of the Service, any surcha= rge under Section 4.3 and any other amounts payable under this Agreement;<= /p>

(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, per= form its obligations under this Agreement and otherwise implement the Service and this Agreement.

2.3 &= nbsp; Contracts

Any contract with the Contractor or other Person enter= ed 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 Commi= ttee to sign the applicable contract.

2.4 &nbs= p; 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 Commi= ttee 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, telepr= inter, facsimile, computer (together with associated devices for transmitting and receiving e‑mail, internet and other electronic communications) and o= ther equipment required to interface such Party with the Service;

(b) = cooperate and coordinate with, and furnish information to, the Committee and the Contractor as required for the implementation of the Service and this Agreement;

(c) = promptly and courteously respond to any request, received by such Party through the Service, for location of such Party's subsurface utility facilities; and

(d) = pay before delinquency all charges and other amounts payable by it for use of t= he 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 &nbs= p; 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 promulg= ated 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 s= ame 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 segreg= ated 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 an= d to the extent required by applicable law.

Section 3.&nb= sp; The Committee

3.1 &nbs= p; Composition

3.1.1 The Committee shall be composed of as many members as there are Utility Groups.=

3.1.2 A Comm= ittee 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 design= ated by a Committee member may vote and otherwise act in the place of such Commi= ttee member.

3.1.3 The na= mes, addresses and telephone numbers of the Committee members on the date of this Agreement are listed in the attached Exhibit D.

3.2 &nbs= p; Voting for Committee Members

The Parties included in each Utility Group shall be en= titled to elect one Committee member to represent the Utility Group on the Committ= ee. In any such election (i.e., pursuan= t to Section 3.3 or 3.4 below), each Party shall be ent= itled to cast one vote for each dollar paid by such Party pursuant to Sect= ion 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 Sectio= n 3.3.2 or 3.4.2, as the case may be.

3.3 &nbs= p; Regular Elections of Committee Members

3.3.1 Prior to each Annual Meeting, the Committee shall conduct a regular election purs= uant to this Section 3.3 to elect successors for those Committee members wh= ose terms expire at that Annual Meeting.

3.3.2 At least sixty (60) days prior to any Annual Meeting when the term of any Committee member expires, the Committee shall send to the Parties included = in each Utility Group represented by a Committee member to be elected a written solicitation of nominations for the Committee member to represent such Utility Group for the following t= erm. Such solicitation shall speci= fy 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 wri= tten notice of the nomination prior to the due date specified in the Committee's solicitation of nominations or by any other means approved by t= he Committee.

3.3.3 At least thirty (30) days prior to any Annual Meeting when the term of any Committee member expires, the Committee shall send to the Parties included = in each Utility Group represented by a Committee member to be elected:

(a) = a written ballot including all of the candidates nominated for such Committee member's position pursuant to Section 3.3.2;

(b) = a copy of any resume, statement or other materials furnished by the nominating Party or the candidate regarding the qualifications of the candidate, provided that the Committee may exc= lude any materials that it deems to be inappropriate, unreasonable or too expens= ive to copy and send;

(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 Committ= ee member for such Utility Group effective as of the Annual Meeting for which = the election is held. If no candi= date receives a majority of the votes cast, then the Committee shall conduct a special election for the applicable Committee member position, but only tho= se two (2) candidates receiving the most votes in the regular election under t= his Section 3.3 shall be candidates in the special election.

3.4 &nbs= p; 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;

(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 spe= cial election to remove their existing Committee member and elect a successor.

3.4.2 Promptly after the occurrence of any event desc= ribed in Section 3.4.1(b) or (c), the Committee shall send to the Par= ties included in the Utility Group represented by the Committee member in questi= on a written solicitation of nominations fo= r the Committee member to represent such Utility Group for the balance of = such Committee member's remaining term. <= /span>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 prio= r 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 Par= ties 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 regula= r or special election, as applicable;

(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 Committ= ee 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 f= or the applicable Committee member position, but only those two (2) candidates receiving the most votes in the prior special election under this Section&n= bsp;3.4 shall be candidates in the special election.

3.5 &nbs= p; Term of Committee Members

3.5.1 The term of any Committee member elected p= ursuant to Section 3.3 or 3.4 shall commence on the effective date of h= is or her election.

3.5.2 Subject to extension as provided for in Sectio= n 3.5.3 and to earlier termination pursuant to Section 3.5.4:

(a) = the term of each Committee member listed in the attached Exhibit D shall expire on the date of the Annual Meeting in the year specified= in the attached Exhibit D;

(b) = the term of each Committee member elected = pursuant to Section 3.3 that commences as of any given Annual Meeting sh= all expire at the third Annual Meeting after the commencement of his or her ter= m; and

(c) = the term of each Committee member elected pursuant to Section 3.4 (excludi= ng any special election under Section&nbs= p;3.4.1(a) arising out of a regular election) shall expire upon the expiration of the remaining balance of the term of a= ny 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 wh= ose term would otherwise expire under Section 3.5.2, the term of such Committee member shall be extended pending completion of the special electi= on and shall expire on the commencement date of the term of his or her success= or.

3.5.4 The term of any Committee member shall ter= minate 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

3.6 &nbs= p; Committee Meetings

3.6.1 &nbs= p; The Committee shall have regular meetin= gs 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 &nbs= p; The Committee shall have special meetings as determined by the Committee. Furth= er, 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 meetin= gs of the Committee whenever practicable in the circumstances, taking into acc= ount the time permitted, costs of the notice, the agenda of the meeting and other pertinent factors.

3.6.3 &nbs= p; 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 a= ny objection to the place of the meeting.

3.6.4 &nbs= p; Minutes shall be kept of each Committee meeting and provided to all Committee members. Each Party shall have access to the minutes of any Committee meeting and the right to examine and copy the same= at its own expense during normal business hours at the One-Call Office upon reasonable advance notice to the Committee.

3.6.5 &nbs= p; Any Party may attend and observe any Committee meeting.

3.7 &nbs= p; Manner of Acting by the Committee

3.7.1 The Committee may act by adoption pursuant to vote taken at a meeting of the Committee in accordance with Section&= nbsp;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 Commi= ttee, each Committee member shall be entitled to cast one (1) vote. Any matter put to a vote of the Com= mittee shall be deemed adopted by the Committ= ee upon receiving the affirmative vote of a majority of the total numbe= r of Committee members, except as otherwise specified in this Agreement and exce= pt that all of the following shall require the affirmative vote 3D"Text 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;

(d) = any change in the number, nature or classi= fication of Utility Groups under Section 1.1.15;

(e) = any change in the charges for use of the Service pursuant to Section 4.1;

(f) = the authorization or approval of any costs as Common Costs (including, but not limited to, the approval of any budget of = the estimated Common Costs to be incurred to provide the Service during any Fis= cal Period);

(g) = the imposition of any surcharge pursuant to Section 4.3(b);

(h) = the termination of any Party's participation in the Service pursuant to Section= 5.2.2;

(i) = the selection of the Contractor, Executive Administrator and the Montana Representative, the terms of any contr= act between the Contractor, Executive Administrator, Montana Representative or = any other Person and the Committee = and any extension or amendment of any such contract;

(j) = the authorization of any Person, or the delegation of any authority (e.= g., by appointment of an agent or otherwise),= to enter into any contract on behalf of the Parties with regard to implementation of the Service or this Agreement;

(k) = the establishment, and delegation of any a= uthority of the Committee to, any subcommittee of the Committee;

(l) = the adoption or amendment of any policy, p= rocedure, guideline, rule or requirement pursuant to Section 2.2(c);

(m) = the rendering of any interpretation, const= ruction or clarification of this Agreement pursuant to Section 2.2(d);<= /p>

(n) = the establishment of procedures for the de= termination, billing, payment and collection of charges for use of the Service, a= ny surcharge under Section 4.3 and other amounts payable under this Agree= ment pursuant to Section 2.2(e);

(o) = the establishment of any sinking funds or reserves (other than reasonable reser= ves for working capital in the ordinary co= urse 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 &= nbsp; 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 differe= nt charges for different classes of users; prov= ided that there is a reasonable basis for distinguishing different classe= s of users and for establishing different charges for different classes. Such charges are presently assessed= only against the Parties; however, the Committee may, in its discretion, assess charges for use of the Service by others. Subject to the procedures outlined = in Section 7, the Committee may at any time change the charges effective for the Service provided during any Fiscal Period.

4.2 &nbs= p; Charges Based on Common Costs

All revenues rece= ived from charges for use of the Service shall be applied toward payment = of the Common Costs. At least ni= nety (90) days prior to the commencement of each Fiscal Period, the Committee sh= all approve a budget of the estimated Comm= on Costs to be incurred to provide the Service during such Fiscal Perio= d. For each Fiscal Period, the Committ= ee shall endeavor to establish charges designed to produce revenues sufficient to pay all of the Common Costs for such Fiscal Period.

4.3 &nbs= p; Common Costs in Excess of Revenues

If, at the close of any Fiscal Period, the Common Cost= s exceed the revenues received from charges fo= r the Parties' use of the Service, the Committee may:

(a) = pay the excess during the next or succeeding Fiscal Periods (e.g., through char= ges 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 numer= ator of which is the total charges properly payable by such Party for use of the Service during the relevant Fiscal Per= iod 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

Any surcharge under (b) above shall not constitute o= r be deemed to constitute a change in the charges= under Section 4.1 and shall not be subject to the procedures set fort= h in Section 7. Each Party sh= all pay such surcharge within sixty (60) days after the date of the invoice the= refor or such larger period of time as may be specified by the Committee.

4.4 &nbs= p; 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 &nbs= p; Books and Records of Common Costs

The Committee shall provide for a complete and accurat= e set of books and records of the Common Costs. Such books and records shall be kep= t in accordance with generally accepted acc= ounting practices applied in a consistent manner, correctly reflecting all transactions involving Common Costs. Unless otherwise directed by the Committee, such books and records shall be maintained on the cash basis. Such books and records shall be kept at the One-Call Office or such= other location as may be specified by the Committee. Each Party shall have access to such books and records and the right to examine, copy and audit the same at its = own expense during normal business hours upon reasonable advance notice to the Committee. The Committee shall cause such books and records to be audited not less frequently than annuall= y by an independent certified public accountant selected by the Committee. The Committee shall provide each Pa= rty 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 &nbs= p; Other Committee Records

All other records of the Committee relating to this Agreement (including, but not limited to, copies of all written contracts w= ith the Contractor or any other Person ent= ered 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.&nb= sp; The Parties

5.1 &nbs= p; 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 P= arty 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 &nbs= p; Termination of Participation

5.2.1 &n= bsp; Voluntary Withdrawal

Any Party may withdraw as a= Party:

(a) = effective upon the expiration of not less than o= ne hundred twenty (120) days after such Party gives the Committee writt= en notice of such withdrawal;

(b) = effective as of the effective date of any increase in the charges payable by such Par= ty for use of the Service made by the Com= mittee pursuant to Section 4.1 (e.g., excluding any increase or surcha= rge pursuant to Section 4.3), provided that such Party gives the Committee written notice of the withdrawal at least forty-five (45) days prior to the effective date of the increase; or

(c) = effective as of the effective date of any amendment of this Agreement made by the Committee pursuant to Section 9.4, provided that such Party gives the Committee written notice of such withdra= wal 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 obligation= s with respect to charges accrued, Com= mon Costs incurred or any other liability accrued or incurred prior to t= he effective date of such withdrawal.

5.2.2 &n= bsp; Other Termination

In the event of any material breach of or default unde= r 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, posta= ge prepaid, and shall include (i) a statement outlining the reason(s) for such termination, (ii) the effect= ive 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 righ= t to have the Committee review the Notice of Termination pursuant to Section&nbs= p;6.

(b) = The actual termination of a Party's partic= ipation 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 ther= eof prior to the time and date termination is scheduled to occur, as specified = in the Notice of Termination. If the Party timely disputes the termination, ac= tual termination will be stayed pending completion of the procedures under Secti= on 6.

Termination pursuant to this section shall not relie= ve or release any Party from any of its obligation= s with respect to charges accrued, Com= mon Costs incurred or any other liability accrued or incurred prior to t= he effective date of such termination.

5.3 &nbs= p; Utility Group Assignment

Each Party shall select and be assigned to one (1) Uti= lity Group at the time of submittal and acceptance of its Subscription Agreement= . Exhibit A lists (or speci= fies the means for obtaining a list of) the Parties on the date of this Agreemen= t by Utility Group. Parties eligib= le 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 wri= tten notice to the Committee; provided that such change shall be effectiv= e 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 &nbs= p; 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 bef= ore the meeting.

Section 6.&nb= sp; Dispute Resolution and Committee Review

6.1 &nbs= p; 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 u= nder 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 sha= ll be heard and resolved by the Committee as follows:

(a) = A Party seeking Committee review shall send a written Notice of Request for Committee Review to the Committee and to each Party involved in the issue, controversy or dispute (a "Participating Party"). Unless a shorter period of time is specified elsewhere in this Agreement or in any document adopted pursuant to this Agreement, such notice must be received by the Committee within ninety (90) days after the occurrence of the event(s) giving rise to the issue, controversy or dispute in question.

(b) = The Notice of Request for Committee Review shall set forth in reasonable detail= (i) the reason(s) for the request, (ii) the identity of each Participating Par= ty, 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 statem= ent of its position and submit such statement to the Committee and to each of t= he 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 res= ponse to that statement.

(e) = If demanded by the requesting Party in its Notice of Request for Committee Rev= iew, 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 releva= nt evidence, (ii) question any witness called by the Committee or any oth= er Participating Party, (iii) give an oral statement of its position, and= (iv) require the attendance of the Contractor or any other Party having relevant evidenc= e.

(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 issu= e 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 f= ailure of any Party to comply with the Commit= tee's written decision may result in the action specified by the Committee (e.g., termination, suspension, etc.), if any, being taken on the date specified without further notice to the noncomplying Party. Under no circumstances shall a Part= y be entitled to seek Committee review of a= ny issue, controversy or dispute more than once without the Committee's prior written consent.

6.2 &= nbsp; Exception

Section 6.1 = shall not apply to any dispute or controversy arising under Section 8.5.<= /p>

Section 7.&nb= sp; Administrative Procedures

7.1 &nbs= p; Application

The procedures ou= tlined 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;

(d) = such other proposals as the Committee may d= etermine to make subject to the procedures outlined in Section 7.2.

7.2 &nbs= p; Procedures

Committee proposa= ls to which this section applies shall not be finally adopted by the Commi= ttee 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 P= arty of its right to submit written comment= s 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) d= ays from the date of the Notice of Proposal.

(b) = Each Party shall have the right to submit w= ritten comments on the Committee proposal within thirty (30) days after the date of the Notice of Proposal.

(c) = If requested by a Party in its written comments submitted pursuant to section&= nbsp;(b) or on the Committee's own initiative, a hearing on the proposal will be hel= d not earlier than forty (40) and not later th= an 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 pri= or 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 p= roposal 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 Par= ty 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 Commi= ttee, shall take effect ninety (90) days after the date of the Notice of P= roposal. Any action taken by the Commi= ttee pursuant to and in accordance with this Section 7 shall not be subject= to review under Section 6.

Section 8.&nb= sp; Relationship of the Parties

8.1 &nbs= p; No Partnership

This Agreement shall not be interpreted or construed t= o 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. Exc= ept 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, e= nter 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 &nbs= p; The Contractor

The Contractor shall be and act as an independent contractor in the performance of the Service= , not an agent or other representative of any Party.

8.3 = ; No Third Party Beneficiaries

There are no third-party beneficiaries under this Agreement (other than the Committee members = and alternates) or of the Service. This Agreement shall not be interpr= eted or construed to confer any right or re= medy 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.<= /p>

8.4 &= nbsp; No Dedication of Facilities

This Agreement sh= all not be interpreted or construed to = constitute or evidence any dedication of facilities owned or operated by any Party (or any portion thereo= f) to the public or to any other Party.

8.5 &nbs= p; Several Obligations

The obligations a= nd liabilities of each Party under this Agreement are several, not join= t. No Party shall, by virtue of this Agreement, be responsible for the obligations, liabilities, acts or omissio= ns 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 th= at the failure to pay such amounts is taken into account in an increase in the charges established by the Committee u= nder 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 uti= lity 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 (includi= ng, but not limited to, reasonable attorneys' fees) arising out of any actual or alleged negligence, act or, in the case of an actual or alleged duty to act, failure to act by the First Party in connection with the Service (including, but not limited to, the = First Party's response or failure to respond to a request, received by the First Party through the Service, for the location of the First Party's subsurface utility facilities). However, the foregoing shall not require the First Party to defend, indemnify or hold harmless any Person from any cla= im, 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 appl= y to any claim of an employee or former employee of the First Party against any other Party. In connection with any action to e= nforce the provisions of this section, the First Party expressly waives any defens= e, immunity or limitation (e.g., on the type or amount of damages, compensatio= n, benefits or liability payable by the First Party) that might otherwise be afforded under any industrial insurance, workers' compensation, disability benefit or similar statute, regul= ation, rule or order of any governmental authority having jurisdiction (including, but not limited to, the Washington Industrial Insurance Act, Ti= tle 51 of the Revised Code of Washington). Although the foregoing waiver may a= pply to a claim of an employee or former em= ployee of the First Party against any other Party, it shall not be interpre= ted or construed to apply to any claim of = any employee or former employee against his or her own employer or former employer.

8.6 &= nbsp; 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 C= ode of 1954, as amended, or any other statute, regulation, rule or order of sim= ilar 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 Sect= ion 501 of the Internal Revenue Code of 1954, = as amended, or any other statute, regulation, rule or order of similar import) which it deems appropri= ate or advisable to carry out or implement such intent.

Section 9.&nb= sp; Miscellaneous

9.1 &nbs= p; 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 pe= rform any of its obligations under this Agreement on account of any Uncontrollable Forces shall use its best efforts to promptly cure such delay or failure. <= span style=3D'mso-spacerun:yes'> 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 &nbs= p; Communications

9.2.1 &n= bsp; Directed to a Party

Any notice, reque= st, designation, direction, statement or other communication directed to= a Party under this Agreement shall be in writing and shall be delivered in pe= rson or mailed, properly addressed and stamped with the required postage, to such address as the intended recipient shall specify in its Subscription Agreeme= nt. Any Party may change its address for communications under this section by giving the Committee notice of such ch= ange in accordance with Section 9.2.2.

9.2.2 &n= bsp; Directed to the Committee

Any notice, reque= st, designation, direction, statement or other communication directed to= the Committee under this Agreement shall b= e in writing and shall be delivered in person or mailed, properly address= ed and stamped with the required postage, to the attention of the "Operat= ing Committee Chair" at the One-Call Office. The Committee may change its addres= s for communications under this section by giving the Parties notice of such chan= ge in accordance with Section 9.2.1.

9.3 &= nbsp; Entire Agreement

This Agreement se= ts forth the entire agreement among the Parties and supersedes any and all pr= ior agreements with regard to the Service.

9.4 &nbs= p; Amendment

This Agreement ma= y be amended from time to time, in whole or in part, by the Committee in accordance with the procedures set fort= h in Section 7.

9.5 &nbs= p; Implementation

Each Party shall take such reasonable action (includin= g, but not limited to, the execution, acknowled= gment and delivery of documents) as may be requested by the Committee for = the implementation or continuing performance of this Agreement.

9.6 &nbs= p; Nonwaiver

The failure of any Party to insist upon or enforce str= ict 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 &nbs= p; 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 resp= ects as if such invalid or unenforceable provisions were omitted.

9.8 &nbs= p; Headings

The headings of sections, subsections and sections of = this Agreement are for convenience of refere= nce only and are not intended to restrict, affect or be of any weight in= the interpretation or construction of the provisions of such sections, subsecti= ons or sections.

9.9 &nbs= p; 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 conse= nts 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 Divisio= n, State of Washington.

9.11 &nb= sp; Successors and Assigns

This Agreement shall be fully binding upon, inure to t= he 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, o= peration of law or otherwise) shall release or relieve any Party of any of its obligations or liabilities under this Agreement.

9.12 &nb= sp; 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 t= he making of such other provisions as the Committee may specify for the protec= tion 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 a= ny such application that may jeopardize the tax exempt status of the organization of the Parties under this Agree= ment 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 &nb= sp; Effective Date

This Amended and = Restated Master Agreement for the Northwest One-Call Subsurface Warning System shall be effective as of October 1, 2005.

LIST OF EXHIBITS

Exhibit	&n= bsp;	Reference
A	List of Parties	Introduction, Section 5.3
B	Form of Subscription Agreement	Section 1.1.12
C	List of Utility Groups	Sections 1.1.15, 3.5.2(b)
D	List of Committee Members	Sections 3.1.1, 3.1.3, 3.5.2(a)
&n= bsp;
&n= bsp;

Exhibit A
PARTIES

A list of the Parties as of = the date of this Agreement, identified by Utility Group, may be obtained from the Committee by written request of any Party.

Exhibit B

SUBSCRIPTION AGREEMENT
TO
MASTER AGREEMENT
FOR THE
NORTHWEST
ONE CALL SUBSURFACE WARNING SYSTEM

<= /span>

The undersigned he= reby subscribes and agrees to the Amended and Restated Master Agreement for The Northwest One Call Subsurface Warning System, dated as of April 15, 2004. A= ll terms defined in the Master Agreement shall have the same meaning when used= in this Subscription Agreement.

<= /span>

By execution of th= is Subscription Agreement, the undersigned agrees to become a “PartyR= 21; under and to be bound by the provisions of the Master Agreement<= /span>

The undersigned ow= ns or operates the following type(s) of subsurface utility facilities:=

<= /span>

_____Electric &= nbsp; &nbs= p; _____Water

_____Gas &= nbsp; &nbs= p; _____= Cable Television

_____Telephone &= nbsp; _____Communications

_____Streets and Roadways _____Transmissi= on Pipelines

_____Other _________________________________________

<= /span>

The undersigned el= ects membership in the (choose from Exhibit C) ____________________

Utility Group pend= ing further notice to the Committee.

<= /span>

The undersigned el= ects to be charged for it’s use of the Service under the prevailing rate:<= o:p>

<= /span>

Currently =3D $1.1= 5 per notice, billed monthly

<= /span>

Unless specified otherwise above, the undersigned agrees to be charged for it’s use of= the Service under the Rate Schedule No. 1 pending further notice to the Committ= ee.

<= /span>

The undersigned el= ects to receive locate request notifications by the following means pending furt= her notice to the Committee.

<= /span>

_____Automated Printer/Computer

_____Facsimile (FA= X)

_____Voice (Phone)=

_____Email (Comput= er)

<= /span>

This subscription = agreement shall apply to the undersigned’s subsurface utility facilities locate= d in the areas identified on the map attached as Appendix A hereto.

Any notice, reques= t, designation, direction, statement or other communication under the Agreement may be delivered or mailed to the undersigned at the following address:

__________________= ________

Attn: ______________________

<= /span>

The undersigned acknowledges it’s receipt and examination of a copy of the Master Agr= eement and related documentation and has fully satisfied itself as to the nature a= nd extent of it’s rights and obligations there under.<= /p>

<= /span>

Dated: ___________________

<= /span>

= &nb= sp; = &nb= sp; = By: ______________________= ______

= &nb= sp; = &nb= sp; = Title: ____________________________

<= /span>

STATE OF __________= ____________

<= /span>

COUNTY OF ______________________<= /span>

<= /span>

On this ________ day of _____________________, 20 ____, before me, the undersigned, a Notary Public in and for the State of ______________________= ___, duly commissioned and sworn, personally appeared _________________________________, to me known to be the ___________________________of _______________________________, the corporat= ion that executed within and foregoing instrument, and acknowledged said instru= ment to be the free and voluntary act and deed of said corporation for the uses = and purposes therein mentioned and on oath stated that ________ was duly electe= d, qualified and acting as said officer of the corporation, that ________ was authorized to execute said and acting as said officer of the corporation, t= hat _________ was authorized to execute said instrument and that the seal affix= ed, if any, is the corporate seal of said corporation.

<= /span>

GIVEN UNDER my han= d and official seal hereto affixed the day and year in this certificate above wri= tten.

<= /span>

= &nb= sp; = &nb= sp; NOTARY PUBLIC in and for the State of

= &nb= sp; = &nb= sp; __________= ________________________ residing at

= &nb= sp; = &nb= sp; __________= _________________________________

= &nb= sp; = &nb= sp; My Appointment Expires: ______________________

<= /span>

3D"Text Exhibit C

UTILITY GROUPS

	Utility Group
1.	Counties/State DOT
2.	Cities
3.	Cable TV
4.	Electric
5.	Natural Gas
6.	Corridor (e.g., Irrigation, Pipelines and Longline Telephone)
7.	Water & Sewer Districts<= /p>
8.	Telephone
9.	State of Montana

Exhibit D
LIST OF COMMITTEE MEMBERS