LOCATING SERVICE AGREEMENT
This Service Agreement (“Agreement”) is entered as of the date below by and between the person or entity submitting the locate request form (“Owner”) and Limitless Locating LLC. ("Contractor"). Owner and Contractor hereby agree as follows:
1. General.
This Agreement provides the terms and conditions upon which Owner and its Affiliates shall procure, and Contractor and its Affiliates shall provide, Services in accordance with each Scope of Work negotiated by the parties. "Affiliate(s)" of a party shall mean any person or entity that now or in the future, directly or indirectly controls, is controlled with or by, or is under common control with, a party. Any reference herein to "Contractor" shall mean Contractor or its relevant Affiliates.
2. Definitions.
Capitalized terms shall have the meaning specified in this Agreement, and/or the Exhibits, Schedules, and other documents attached hereto or incorporated herein.
3. Services.
This Agreement is for utility locating services as set forth below. The scope of work is to perform utility locating for Owner of their underground facilities. Owner will also be responsible for making manholes/hand-holes accessible for Contractor and labeling Owner's lines in clear and definite fashion. If as-builts or design drawings are not provided, or are inaccurate, the manhole or hand-holes are not reasonably accessible, or the lines are not clearly labeled, Owner will indemnify and hold harmless Contractor, its affiliates, and each of their officers, directors, employees, and agents against any and all suits, losses, costs, lawsuits, judgments, orders, awards, fines, expenses, liabilities, or claims of any character relating to the above described Services.
4. Term.
Contractor shall commence the Services within a reasonable amount of time after acceptance of this Agreement.
5. Invoices/Payment Terms.
Owner shall pay Contractor for the performance of the Services NET30 upon completion. Interest will accrue on any unpaid balance at 1.5% per month or $25 for all invoices past 5 days. In the event Owner does not tender payment within Net30, Contractor may suspend services and immediately terminate this contract and pursue all legal remedies against Owner for a material breach of contract.
 
6. Permits And Rights-Of-Way.
Unless Owner notifies Contractor otherwise, Owner shall obtain all necessary legal authorizations necessary to occupy public and private rights-of-way in connection with the work, and shall provide a copy of the authorizations to Contractor.
7. Damages.
All damages shall be jointly investigated by Owner and Contractor. Owner must inform Contractor by telephone and in writing of any damage within two (2) hours of discovery. Contractor will not be held liable for any damages resulting from inaccurate locates if such inaccuracy is due to unavailable or inaccurate as-builts, inaccessible facilities, improper labeling by Owner, or the presence of unmarked or unknown utilities. Contractor will take all reasonable precautions during the performance of services. Contractor will not be responsible for any damages relating to lost services or any damages that may be derived from network downtime. In addition, in no event shall Owner be entitled to damages for lost profits, lost opportunity, lost income, or consequential damages of any kind. Owner is required to bring any claims against Contractor, whether administratively or judicially, within one (1) year after the date of the occurrence. Any claim(s) not brought against Contractor within this one (1) year period will be waived by Owner.
8. Indemnification.
To the extent permitted by law, the Owner agrees to save, hold harmless and defend Contractor's respective, employees, and officers against any and all liability claims and costs of whatever kind or nature, for injury to or death of any person or persons, and for loss or damage to any property or property interest or loss of personal or financial interests occurring in connection with or in any way incidental to or arising out of the actions or any activities associated with the terms of this Agreement. In addition, Owner agrees to indemnify Contractor from any liability related to all third party contracts or subscriber contracts entered into by Owner and subscribers and/or third parties. Owner will reimburse Contractor for any costs, attorney fees and all related expenses incurred by Contractor or any of its agents.
9. Notices.
Whenever under the provision of this Agreement it shall be necessary or desirable for a party to serve any notice, request, demand, report or other communication on another party, the same shall be in writing and shall be served (i) personally; (ii) by independent, reputable, overnight commercial carrier; or (iii) by deposit in the United States mail, postage and fee prepaid, registered or certified mail with return receipt requested. Such notice shall be addressed as signed below.
10. Contract Termination.
Should Contractor fail to perform the work or any part thereof in accordance with the terms of this contract, Owner must send a written warning notice to Contractor via certified mail. Contractor will then have a 30-day cure period in which to reasonably improve its performance. If reasonable improvements have not been made within the 30-day period, the Owner must send a 10-day written contract termination notice via certified mail to Contractor.
11. Non-Disclosure.
The Owner understands and stipulates that it will not publish, communicate, disclose or cause to be published, communicated, or disclosed in any manner whatsoever or to any person whatsoever, the terms of this Agreement, with the exception that it may disclose the terms of or existence of the Agreement as necessary to its respective attorneys, or officers of their respective companies or to comply with a court order or otherwise as required by law dealing with public records. In the event the terms of this Agreement are disclosed in violation of this article, Contractor will be entitled to immediate injunctive relief and all other legal remedies at law and equity.
12. Relationship of Parties.
This Agreement shall not create a partnership, joint venture, agency, employer/employee or similar relationship between Owner and Contractor. Contractor shall be an independent contractor.
13. General Applicability of Terms.
This Agreement has been negotiated at arms’ length between sophisticated business persons with ready access to counsel of their choice, and shall therefore be construed as if prepared by both parties. This Agreement may be executed in any number of counterparts, which taken together shall constitute one and the same Agreement. Fax copies of this Agreement and fax signatures thereon shall have the same force, effect, and legal status of originals.
14. Severability.
If any provision of this Agreement is held invalid or unenforceable by any court of final jurisdiction, it is the intent of the parties that all other provisions of this Agreement be construed to remain fully valid, enforceable, and binding on the parties.
15. Governing Law, Jurisdiction, and Choice of Forum.
This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon. Any action brought to enforce any provision of this Agreement shall be brought in a state or federal court in the State of Oregon. Owner hereby expressly consents to the personal jurisdiction of the state and federal courts of Oregon in and waives any objection Owner may now or hereafter have to the laying of venue of any such action brought in such courts arising from or related to this Agreement.
16. Attorney Fees.
In the event of any litigation or other proceedings between the parties concerning this Agreement, the prevailing party shall be entitled to the payment by the non-prevailing party of all of its reasonable attorneys' fees, court costs, and litigation expenses.
17. Entire Agreement.
This Agreement is intended by the parties to be the final expression of their agreement and constitutes the entire and exclusive understanding and agreement between the parties regarding this subject matter. This Agreement supersedes any previous negotiations, letters of intent, offers, counteroffers, agreements, or representations that may have been communicated or executed by the parties.
18. Force Majeure.
Neither Party shall be liable for delays due to strikes or other labor disturbances which are not (a) restricted to the Work Site, or other location where the obligations under this Contract are being performed and (b) attributable to the actions of the Party claiming the force majeure, fire, riots, acts of God, acts of the public enemy, or other similar unforeseeable cause beyond the control and without the fault or negligence of the Party incurring such delay; however, both Parties agree to seek to mitigate the potential impact of any such delay. Any Force Majeure delay shall not be the basis for a request for additional compensation. In the event of any such delay, the required completion date may be extended for a reasonable period not to exceed a reasonable time period.
19. Site Conditions.
Owner represents and warrants that all job sites will be safe, accessible, and prepared for utility locating activities. Contractor may refuse to perform work on any site that it, in its sole discretion, deems unsafe, hazardous, or inaccessible, without penalty or liability. If additional costs are incurred due to unanticipated site conditions, such costs shall be the responsibility of the Owner.
20. Electronic Signature Acceptance.
The parties agree that electronic or digital signatures on this Agreement shall be legally binding and shall have the same legal effect as manual signatures. This Agreement may be executed electronically in counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument.