R2024-356 Resolution Authorizing a Contract with USIC Locating Services, LLC for Facility Locating and Marking Services

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City of Decatur, IL(IL) Contract#: 10000682 Customer shall have no right to withhold, setoff, or otherwise reduce the amounts due to USIC for Locate Services under Section 4. 5. Term, Termination, Changes and Exclusive Nature of Contract 5.1 This Contract shall be effective as of December 1, 2024 ("Effective Date") and continue for a period of one (1) year), with automatic renewal for consecutive periods of one (1) year on each expiration date, unless sooner terminated pursuant to Section 5.3. 5.2 Customer shall use USIC as its exclusive provider of Locate Services within the service area as identified in Exhibit A. 5.3 Either party to this Contract may terminate this Contract for convenience upon sixty(60)days'prior written notice to the other. Upon such termination, Customer shall only be liable for payment for any tickets transmitted to USIC through the effective date of termination. If Customer fails to provide the required sixty (60) day notice under this provision, Customer will pay USIC an amount equal to 60 days average billing as calculated based on the twelve-month period immediately preceding the termination [or such shorter period if the Contract has been in effect for less than twelve(12) months], which the parties agree is a reasonable estimate of the damages to be incurred by USIC as a result of Customer's termination without notice. This provision is not intended to and shall not eliminate or reduce any other remedies to which USIC may be entitled, all of which are reserved. 5.4 Without prejudice to any other right or remedy USIC may have under this Contract, at law and/or in equity, USIC may terminate this Contract effective immediately upon providing written notice of such termination to Customer, in the event of the occurrence of any of the following: 5.4.1 insolvency of Customer; 5.4.2 filing of a voluntary petition in bankruptcy by Customer; 5.4.3 filing of an involuntary petition in bankruptcy against Customer; 5.4.4 appointment of a receiver or trustee for Customer; 5.4.5 execution by Customer of an assignment or any general assignment (other than an assignment undertaken in connection with a financing)for the benefit of creditors; 5.4.6 commencement of any legal proceeding against Customer that, in USIC's opinion, may interfere with USIC's ability to perform in accordance with the Contract; 5.4.7 Customer consolidates with, or merges with or into, or transfers all or substantially all of its assets to, another entity and/or sells, assigns or otherwise transfers the Contract; in each case without USIC's advance written consent; or 5.4.8. Failure by Customer to timely cure any breach for which Customer has received a Notice of Breach under Section 4. 6. Investigations of Damage to Customer's Facilities 6.1 Should Customer become aware of any Damage to Customer's Facilities that occurs after USIC has been asked to perform a Locate for Customer, the Customer shall as promptly as possible, and not later than twelve (24) hours ,from becoming aware of the damage, notify USIC. If Damage to Customer's Facilities occurs on a weekend or appliable federal, state statute, and/or One Call Center holiday, notice shall be provided to USIC on the next business day. This notification must be made by calling USIC at 1-800- 778-9140 or sending an email to USICDispatch(c_usicllc.com and should include the street address of the damage location, damage date and size/type of facility. Both parties to this Contract reserve the right and shall be entitled to investigate any reports of Damage to Customer's Facilities. Any such phone or email notification by Customer, Excavator, Third-Party Administrator, or any other party shall commence USIC's damage investigation process. Upon USIC's request, Customer will provide list of contacts by division for claims of Damage to Company's Facilities. 6.2 USIC will investigate all incidents of Damage to Customer's Facilities for which it has been notified and provide, a written report of its findings to Customer via the Customer portal. Such report will contain USIC's determination as to whether the Damage to Customer's Facilities constitutes a Locator At Fault Damage or a Locator Not At Fault Damage. Customer shall have thirty (30) days after notification of Version 4.1 Revised 11/15/22 7