Loading...
Res 1094 - Subsc Agrmt COUNCIL BILL NO. 1351 RESOLUTION NO. 1094 A RESOLUTION ENTERING INTO A SUBSCRIPTION AGREEMENT WITH ONE CALL CONCEPTS, INC. TO PROVIDE NOTIFICATION OF PROPOSED EXCAVATIONS TO THE CITY OF WOODBURN AND AUTHORIZING THE MAYOR TO SIGN SUCH AGREEMENT. WHEREAS, One Call Concepts, Inc. provides a Utilities Notification System to all excavators allowing one call to notify utilities of the need to mark locations of underground facilities, and WHEREAS, the City desires to become a subscriber in order to receive notification of proposed excavations within the City, NOW, THEREFORE, THE CITY OF WOODBURN RESOLVES AS FOLLOWS: Section 1. That the City of Woodburn enter into a subscription agreement, which is attached as Exhibit "A" and by this reference incorporated herein, with One Call Concepts, Inc. to provide utility notification services. Section 2. That the Mayor is authorized to sign said agreement on behalf of the City, Approved as to form~~ ~ City Attorney 11- (4-'7 { Date APPROVED: Passed by the Council November 25, 1991 Submitted to the Mayor November 26, 1991 Approved by the Mayor December 3, 1991 Filed in the Office of the Recorder December 3, 1991 ATTEST: ~~~~-\ Mary Tenn t, ~ Recorder City of Woodburn, Oregon Page 1 - COUNCIL BILL NO. 1351 RESOLUTION NO. 1094 ONE CAll UTILITIES NOTIFICATION SYSTEM SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT, dated is made and entered into by and between One Cal1 Concepts, Inc. (hereinafter referred to as "Contractor"), a cor- poration having its principal offices at 14504 Greenview Dr., Suite 300, Laurel, Maryland 20708 and the City of Woodburn located at 270 Montl>ornery St Woodburn. OlOel>on 97071 (hereinafter referred to as "Subscriber") This Agreement sets forth the entire agreement between the Subscriber and the Contractor and supersedes any and all prior agreements of understandings with regard to the Subscriber's use of the Utilities Notification System (hereinafter referred to as "System") RECITALS: A. Subscriber owns, operates or conduct activi- ties affecting subsurface utility facilities (including, but not limited to, electric, gas, telephone, water, cable- television or communications distribution system). B. Subscriber desires to protect its subsurface utility facilities from damage, interruption or interference by anyone who intends to excavate, drill, blast or perform other work that might disturb the surface or subsurface of the earth. C. Contractor has entered into an agreement with other utilities (hereinafter referred to as "Service Agreement") establishing a mechanism (Utilities Notification System) whereby those persons intending to perform proposed excavation within the service area may notify Contractor which will in turn notify the appropriate utility or utili- ties in lieu of contacting each respective utility indivi- dually. D. In order to help protect its subsurface uti- lity facilities, Subscriber desires to utilize the like ser- vices provided by Contractor as part of the System. E. Subscriber wishes to enter into an agreement with Contractor whereby Subscriber may utilize the like ser- vices provided by Contractor as part of the System. F. Subscriber wishes to enter into an agreement with Contractor whereby Subscriber may utilize the System without having Member status with respect thereto. Page 1 - SUBSCRIPTION AGREEMENT EXffl/?)rr A-, p"'J e .....m ,.,,--,. .,.<_..~- -..._~,_.~ ..._-_. ,_._.,-----~-.__._-,~'".--,~~......._.~- AGREEMENT: The Subscriber and Contractor therefore Agree as follows: Section 1. General 1.1 Purpose. Subscriber and Contractor are entering into this Agreement for the purpose of establishing the terms under which the Contractor will provide System service to the Subscriber. 1.2 Service. The Contractor shall provide the same service to Subscriber as Members now receive from the System. Section 2. Term 2.1 Term. This Agreement shall become effective upon the date of execution by the Contractor and shall con- tinue in ful1 force and effect so long as Contractor is obligated to Members. 2.2 Termination. This Agreement can be ter- minated by either the Subscriber or Contractor after the giving of not less than ninety (90) days' notice. section 3. Operations 3.1 General. The Contractor will provide service to the Subscriber in accordance with the Operation Guidelines for The Utilities Notification Center of the Utilities Notification System (Appendix A to Service Agreement) . 3.1.1 The Subscriber acknowledges receipt of a copy of the aforementioned Operational Guidelines. 3.1.2 The Subscriber agrees that this Agreement is subject to any and all changes, modifications, or amendments made to the Operational Guidelines that may be incorporated into the Operational Guidelines at some future date. 3.2 Duties. The respective duties of the Subscriber and Contractor are set forth in Section 2 of the Operation Guidelines and are hereby incorporated and made part of this Agreement. Page 2 - SUBSCRIPTION AGREEMENT Ex H-/6/T A I [>>-!]l 2.. ~- -~.",.-.,_. ~~~ "'T--' ~_._-,- ....._.~m._'_.______.__".~.,,_".____.___. Section 4. Subscription Costs 4.1 General. The responsiblity of the Subscriber for the Contractor's reasonable fees, costs and expenses are set forth in Section 4 of the Operation Guidelines and are hereby incorporated herein and made part of this Agreement. Section 5. Liability 5.1 Liability - Contractor. Contractor hereby agrees to indemnify and save harmless Subscriber andd all of its respective officers, agents, servants and employees from and against any and all liability or expense on account of damage to property (including property of said Subscriber and injuries, including the death to any person, including any employees of Contractor and subcontractor and any other person performing any part of the work) which may arise from any act or omission of Contractor, its subcontractors, agents, servants or employees; and Contractor further agrees to defend at its own expense any actions or proceedings brought against said Subscriber or its officers, agents, servants and employees, or any of them on account thereof and to pay all expenses to satisfy all judgements which may be rendered against them or any of them in connection therewithin, except that the Contractor shall not be liable under this clause only if said liability of Contractor shall arise by reason of sole negligence of said Subscriber or any of its respective officers, agents, servants or employees. 5.2 Liability - Subscriber. Subscriber, its respective officers, agents, servants and employees, shall be held harmless by Contractor for any loss or damage to building, furniture, tools, equipment, property and materials of Contractor or his subcontractors, their ser- vants or employees it being understood that Contractor may protect against such loss or damage by carrying insurance policy purchased shall contain a waiver of any right of subrogation against the Subscriber, its respective officers, agents, servants and employees. 5.3 Limit of Liability. The contractor shall only be liable to Subscriber to the extent and/or level of insurance coverage. Coverage shall be not less than $10 million in errors and omissions, with various other levels of insurance. Certificate of insurance is attached. Section 6. Miscellaneous 6.1 Communications. Any notice, request, designation, direction, statement or other communication Page 3 - SUBSCRIPTION AGREEMENT Ei'HIICIT A-I p..tf 3 under this Agreement shall be in writing and shal1 be deli- vered in person, sent via teletype, or mailed properly addressed and stamped with the required postage to such person(s) as specified below. 6.1.1 The name, title or position, and telephone number of the contact person(s) for the Subscriber executing this document is(are): Randall Rohman P. W. PrOQram ManaQP-r (503) 982-5245 6.2 Severability. The invalidity or unenforce- ability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforce- able provisions were omitted. 6.3 Headinqs. The headings of sections, subsec- tions and paragraphs of this Agreement are for convenience of reference only and are not intended nor should they be construed to restrict, affect or be of any weight in the interpretation or construction of the provisions of such section, subsections or paragraphs. 6.4 Governinq Law. This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the state of Oregon. IN WITNESS WHEREOF, the following parties have caused this instrument to be executed in such original copies as may be required. ONE CALL CONCEPTS, INC. By Date SUBSCRIBER Name of Organization City of WOOdburn~ By 1-/!.J-cIL W ~_ Ti tIe Mayor Date Page 4 - SUBSCRIPTION AGREEMENT I=xI-IJ8IT fJ./ fA!' if ,.--. "-.r..'.......... .......