HomeMy WebLinkAboutUtilities Protection Center Inc.
Augusta Richmond GA
DOCUMENT NAME: lYl-i ~; -r I € S \>CLc-p;:cr, G I'll Q,,,,,J-rE~. J:rVC.
DocuMENT TYPE: A'Cj R f-E)r) S OJ T
YEAR: 1 q9 'is .
BOX NUMBER: 4:>
FILE NUMBER:) ~ D I le
NUMBER OFPAGES: ~
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MEMBERSHIP
AGREEMENT
FOR
UTILITIES PROTECTION CENT~R, INC.
AGREEMENT
I. Preamble
Since 1974, certain Georgia utilities have jointly operated a
program known as the Utilities Protection Center for, the purpose of
providing a mechanism whereby construction contractors and other
persons can determine the location of underground utility
facilities prior to engaging in blasting or excavating operations.
By providing such information, the Utilities Protection Center is
intended to prevent damage to underground utility facilities
resul i:ing from such operations, and thereby to prevent inj uries to
persons and property and interruptions of utility service.
The utilities Protection Center is structured as a nonprofit
membership corporation known as Utili ties Protection Center, Inc.,
the members of which are the participating utilities. Pursuant to
an act of the Georgia General Assembly codified as a.C.G.A. ~
25-9-1 et seq., all persons operating or maintaining underground
gas, electric, telephone or telegraph facilities within service
areas of the utili ties which jointly operate the Utili ties
Protection center must participate in the Center. Participation by
Georgia utilities having other types of underground facilities such
as wab:r, sewer, and cable television is also encouraged. This
Agreement sets forth the rights and obligations as between
Utilities Protection Center, Inc. and each utility member.
II. Tenns and Conditions.
, This Agreement is made and entered into as of Re-r .2.'0 ,
19~, by and between Utilities Protection Center, Inc., a Georgia
nonpro:Ei t membership corporation having its, principal offices at
3400 Summit Ridge Parkway, Duluth, Georgia 30136 (hereinafter
"UPC")., and Auqusta: Georgia , a poli tical subdivision of
~he. Stilte of Georgia, ha~ing it? l?rincipal
offJ.ces at 530 Greene St. (hereinafter "UtJ.lJ.ty") .
In consideration of the premises and of the mutual covenants and
agreemEmts hereinafter set forth, UPC and utility agree as follows:
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A. Definitions
"Costs" means actual direct costs, expenses , 'liabilities and
other financial obligations, and does not include any allowance for
depreGiation or other indirect cost.
"J'1anagement Agreement" means the written contract for the
provision of services which may be entered into between Management
Company and UPC.
"Hanagement Company" means that entity which contracts with UPC
throu9h a Management Agreement to provide Services.
IINember" means each entity, including Utility, which enters
into a Membership Agreement with UPC.
IIHembership Agreement II means the written contract entered into
between UPC and each Member which sets forth the rights and
obligations of UPC and each Member -with respect to the Utilities
Protection Center in a form substantially identical to this
Agreement. This Agreement is a Membership Agreement.
IIServices" means all labor, supervision, materials, services,
equipm.ent, supplies and transportation furnished by or through UPC
for thE~ operation of the utili ties Protection Center.
"UPC Procedural Manual" means that document which describes the
Services and the payment and other obligations of Members, as such
document may be changed, modified or amended from time to time as
provid(~d therein. A copy of such document is attached to this
AgreemEmt for pUrposes of reference only and not for purposes of
. making such document a part of this Agreement_
"Ut:ilities Protection Center" means that program organized
among and between utilities having underground utility facilities
in the State of Georgia, by means of which program information
regardi.ng the location of such facilities is furnished upon request
to memb.ers of the public. The program includes UPC, Management
Company, and all Members.
B. Provision of Services
.'
UPC shall provide Services in accordance with the UPC
Procedural Manual. Services may be provided directly by UPC, or
indirec'tly through a Management Agreement, at the option of UPC.
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C. Reimbursement for Cost of Services
utility shall reimburse UPC for Utility r s share of all Costs
incurred by UPC in the course of providing Services. Utility's
share of such Costs shall be determined, billed and paid in
accordance with the UPC Procedural Manual.
D. Cooperation
U.tility shall at all times comply with the provisions of the
UPC Procedural Manual, and shall use its best efforts to cooperate
wi th UPC, the Management Company, and other Members to assure the
safe, efficient operation of the utilities Protection Center ;,. 'UPC
shall comply with the UPC Procedural Manual, and shall ensure
throuqh other Membership Agreements and the Management Agreement
that other Members and Management Company comply with theUPC
Procedural Manual and use their best efforts to cooperate with
Utilit:y and with each other to assure the safe, efficient operation
of the Utilities Protection Center. '
E. Audit and Accounting
UPC shall ensure that for a period of three (3) years after the
payment of any bill rendered to utility for its share of Costs,
Utility, its auditor(s) or other authorized representative(s) shall
be afforded access at reasonable times to accounting records of UPC
and Management Company relative to such bill.
F. Indemnification
Except to the extent prohibited by law, Utility shall indemnify
and ho1Ld harmless upe, other Members, and Management company, and
the ofl:icers t directors and employees of each, from all losses,
expens,=s, liabilities, demands, claims, arid judgements, including
all court costs and reasonable attorneys fees, arising out of
injury (including death) t-o any person or damage to any property to
the ext:ent resulting from the act or omission of utility; provided,
however, that such indemnification shall not apply to any loss,
expens(~, liability, demand, claim or judgment incurred by
Management Company to the extent covered by any insurance policy
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spec:~fied in the Management Agreement, or incurred by any Member to
the extent covered by any insurance policy specified in such
Member I s Membership Agreement. UPC shall ensure that reciprocal
indemnification is provided for the benefit of Utility by
Manasrement Company through the Management Agreement and by all
other Members through their respective Membership Agreements.
Utility covenants not' to sue UPC, its officers, directors or
employees, under any circumstances or upon any grounds with respect
to the Services, any part thereof, or any injury, damage or loss,
whether physical or economic, to persons or property,resulting
therefrom; provided, ~owe~er, ~othing h~r~in shall be construed fl~
as a waiver of soverelgn lmmunlty by Utlllty._ ~
G. TE!rm and Termination
This Agreement shall become effective on the day and year first
above written and shall continue in effect until the end of such
calendar year, and from year to year thereafter unless terminated
in accordance with this Section II. G. Either party may terminate
this A,greement upon thirty (30) days written notice to the other.
Termination by either party shall not relieve either party of any
obligation or liability incurred prior to such termination,
regardless of whether the Same be known or unknown prior to such
termination. The provisions of Subsections" E, F, and L of Section
II of this Agreement shall survive any termination of this
Agreement.
H . No~tices
All notices provided for in this Agreement shall be sent to the
following addresses:
If to upe:
3400 Summit Ridge Parkway
Duluth, Georgia 30136
If to Utility:
I.
Auqusta":'Richmond County C'ommission
c/o N.Max Hicks
Augusta utilities Department
~/bU peach Urchard Road
Augusta, GA- 30906
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of thig Aqrccmcnt, Utility ~l1fill mfiint-aiR L7''"'
nl6tlra-l es and in the amounts normally maintained. by 1i'c/
entities engaged inutil~ty s . ~d.L";'vl., b\J.t i'" -"lTU:
eV-OHt---I:Lot lQSS th-"lM thp rolloFin~:
Iu6U1:0,1.ce
I. Risk Management Program
utili ty, acting by and through the Augusta-Richmond County ;;1$0 ,
Commission, is under a risk management program for public liability~
risk with respect to this Agreement, and certifies that
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(i) the risk management program sh~ll b~ primary wit~out.fi ht
of confribu~ion from any insurance carr1ed by UPC,~and (11) the
risk management program shall guarantee payment to ~PC[for any
and all claims, and any and all costs and expens~s 1nc~r~ed ~y
UPC in connection with this Agreement and for Wh1Ch Ut111ty 1S
liable.
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(including broad form
contractual liability)
Employers
per
$1,000,000 combined
single limit bodily
jury and property
damage
Risk Property $1,000,
occurrence
Ma f'\a.~1}\.t
(o~yo
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MSD
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Utilit ereby waives any right of subrogation it may ha against, p SD
~ anagement Company or any Member. Utility shall like. e iT'
r ire its insurers' to waive such subrogation rights, and sha ~.
. ';;;h 9vidonco of cuch Fai u~r I1pnT1 rPlJ1]Pst~
J. Applicable Law
This Agreement and the rights of the part~es hereunder shall be
governed by and construed and enforced in accordance wi ththe laws
of the: state of Georgia.
K. No Waiver
The failure by either party to insist on performance of any
term, condition or instruction, or to exercise any right or
privilege included in this Agreement, or its waiver of any breach,
shall not thereafter waive any such term, condition, instruction,
right or privilege. No waiver shall be valid unless confirmed in
writing by the party granting such waiver.
L. Third Party Beneficiaries
The provisions of this Agreement are for the benefit of the
parties hereto, and the other Members and Management company to the
extent provided herein, and not for any other person. The
obligations of UPC and Utility hereunder may be enforced by any
Member or Management Company to the extent of their interest in the
matter as if each of them were a party to this Agreement. UPC will
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assure that Utility may enforce the Management Agreement against
Manag'ement Company and UPC as if Utility were a party to that
agreement. Utility and UPC agree to consult (to the extent
practicable) with each other, other Members, and Management Company
prior to .instituting any lawsuit arising out of the Utilities
Protection Center against any Member, UPC, or Management Company,
and to cooperate in the conduct of any such lawsuit in order to
resolve amicably all disputes, minimize the impact of any dispute
on thE~ Utili ties Protection Center, and avoid unnecessary,
harassing or duplicative litigation.
M. Changes, Modifications and Amendments
No changes, modifications or amendments of any of the terms and
condit:ions hereof shall be valid unless agreed to by the parties in
writing and signed by.their authorized representatives. Changes,
modifi.cations or amendments to the UPC Procedural Manual may be
made as provided therein.
N. Compliance with Laws
The parties shall each comply with all federal, state, and
local laws and regulations.
o. Validity of Provisions
In -the event any section or any part or portion of any section
of this Agreement shall be held to be invalid, void or otherwise
unenforceable, such holding shall not affect the remaining part or
portions of that section, or any other section hereof, provided
that such remaining parts, portions, or sections can thereafter be
applicable and effective without material prejudice to either
party.
P. Counterparts
This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which shall
consti tute but one and the same agreement.
Q. Assi.gnment.
This Agreement may be assigned in whole or in part by Utility
only wit:h the prior written consent of UPC.
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R. Headings
'rhe headings and subheadings of the various sections of this
Agre(:!ment are inserted for convenience only and shall not be
considered in interpreting or construing the provisions hereof.
S. Entire Agreement
1~his Agreement embodies the entire agreement between UPC and
Utility. The parties shall not be bound by or be liable for any
statement, representation, promise, inducement, or understanding of
any kind or nature no.t set forth herein.
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Witness
IN WITNESS WHEREOF, the parties heret.o have caused this
Agreement to be executed by their duly authorized representatives
as of the date and y~ar first 'above written.
U:flitie; P~o'l1ction Center, Inc.
By: Bl~Lr u. <--
Title: President & Chairman of Bd.
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By:
T'
Thl. doeuIntnl approved II
~, 1II'6cle~ and Iorm.
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