**CONSULTING AGREEMENT**

**BY AND BETWEEN**

**xxxxxxxxxx**

**AND**

**ROAD COMMISSION FOR OAKLAND COUNTY**

This Consulting Agreement (the "Agreement"), made and entered into this
date of \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, 2000, by and between
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ (the
"CONSULTANT"), with offices at
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
and the Road Commission for Oakland County (the "RCOC"), with offices at
31001 Lahser Road, Beverly Hills, MI 48025;

WHEREAS, the RCOC as part of federally funded Intelligent Transportation
System Project IVH 9226(001) (FAST-TRAC) maintains its Traffic
Operations Center ([TOC]{.underline}), located at 1200 N. Telegraph
Road, Bldg. W-49, Pontiac, MI 48341; and

WHEREAS, the TOC collects and analyzes traffic data and manages the
FAST-TRAC traffic system; and

WHEREAS, the CONSULTANT is in the business of providing traffic, news,
weather, sports and other information to television, radio and other
receivers of such information; and

WHEREAS, the CONSULTANT wishes to utilize the TOC facilities and
available data in conjunction with CONSULTANT's traffic information
service; and

WHEREAS, the RCOC will be able to utilize the SERVICES of CONSULTANT to
provide an operator or operators for the RCOC's traffic management
system, (The SERVICES).

NOW THEREFORE, in consideration of the mutual benefits set forth herein,
the parties agree as follows:

**1. SERVICES**

The Scope of SERVICES to be performed by CONSULTANT under this Agreement
shall be as set forth in Exhibit A attached hereto.

**2. CONSULTANT's Obligations**

A.  CONSULTANT shall provide at least one traffic surveillance operator
    ([CONSULTANT's Operator]{.underline}) during the hours of 6:00 a.m.
    -- 9:00 a.m. and 4:00 p.m. -- 6:00 p.m., Monday through Friday,
    excluding holidays. Additional time may be mutually agreed upon by
    the parties.

B.  CONSULTANT's Operator shall enter the RCOC's traffic data into
    collection, distribution and retention systems provided by the RCOC
    as more particularly described in Exhibit A.

C.  CONSULTANT's Operator shall note "alerts" of technical difficulties
    and other indicators of traffic problems reflected on the FAST-TRAC
    Scats/Autoscope network screens and immediately advise appropriate
    TOC personnel.

D.  CONSULTANT's Operator shall receive emergency notifications of
    system breakdowns and other traffic emergencies and immediately
    advise appropriate TOC personnel.

E.  CONSULTANT's Operator will work under the direction of the FAST-TRAC
    Project Manager or his designee, and comply with work area
    procedures of the RCOC.

F.  CONSULTANT's Operator may perform such other duties as may be
    mutually agreed.

G.  CONSULTANT will bear the costs associated with broadcasting Metro
    Networks information out of the TOC, internal connection, any
    dedicated telephone line and providing its personnel with equipment
    and furniture required for said equipment, including an Etak
    workstation.

H.  Subject to space, availability and weather, mechanical and air
    traffic control, CONSULTANT will provide up to one helicopter or
    fixed wing airplane ride per week to the RCOC for traffic assessment
    or like purposes during regularly scheduled helicopter hours as
    agreed to by the parties. Only persons (public employees or
    officials) designated by specific request and authorization of the
    RCOC Managing Director, Deputy Managing Director or FAST-TRAC
    Project Manager shall be afforded rides. Persons riding the
    helicopter will provide CONSULTANT a Waiver of Liability as a
    condition of the ride.

I.  Pertinent information gathered by CONSULTANT regarding Oakland
    County traffic will be shared with the RCOC, provided the RCOC
    agrees not to directly or indirectly release such information in a
    format packaged by CONSULTANT to other information source providers.
    The RCOC agrees to cooperate with CONSULTANT to resolve issues as
    necessary so that release of CONSULTANT's information is not
    detrimental to CONSULTANT's business.

> **3. RCOC Obligation**

A.  The RCOC shall furnish for the CONSULTANT such standards and other
    information as may be needed by the CONSULTANT to provide the
    SERVICES to the RCOC.

B.  The RCOC will provide CONSULTANT's Operator, at no charge to
    CONSULTANT, sufficient workspace at the TOC, including reasonable
    use of telephone and fax. The size of the workspace will be mutually
    agreed to by CONSULTANT and RCOC in accordance with CONSULTANT's
    normal technical specifications and requirements, attached hereto,
    but will need to accommodate no less than one traffic surveillance
    operator, one computer workstation and appropriate broadcast
    equipment.

C.  RCOC will permit CONSULTANT's Operator access to FAST-TRAC generated
    traffic data, Oakland County based cameras, which data is available
    at the TOC, for CONSULTANT's use. The CONSULTANT may utilize and
    broadcast (via television, cable, satellite, internet or other
    media) video images available at the TOC originating in Oakland
    County and from the FAST-TRAC traffic surveillance camera system,
    either directly or via CONSULTANT's clients.

D.  The parties agree that while at the TOC, CONSULTANT's Operator may
    also engage in certain broadcast activities related to CONSULTANT's
    business while performing the SERVICES to the RCOC as set forth
    herein.

> **4. Term:**

This Agreement shall commence when executed by both parties and remain
in effect for an initial period of one (1) year. After the initial term,
this Agreement shall automatically renew for additional one (1) year
terms unless either party notifies the other in writing by certified
mail at least ninety (90) days prior to the expiration of the
then-current term that it does not wish to renew. Should such notice be
furnished, this Agreement shall automatically expire at the end of the
then-current term.

**5. Non-Interference**

A.  CONSULTANT agrees that the operation of the TOC as a public facility
    is at all times the primary function. Under no circumstances shall
    CONSULTANT's employees, including CONSULTANT's Operator, interfere
    with or restrict RCOC operations, and CONSULTANT's employees shall,
    when requested relinquish space, and if necessary in emergency
    conditions, remove themselves from the premises.

B.  CONSULTANT's employees, including CONSULTANT's Operator, shall not
    alter or otherwise access the TOC computer programs, except as
    specifically instructed for data input.

> **6. Termination**

A.  Either party may terminate this Agreement upon thirty (30) days
    prior written notice of a breach of any material term of this
    Agreement by the other party and such other party's failure to cure
    such breach within such thirty (30) day period. At the time of
    notice of breach, the RCOC may, at its sole discretion, require
    CONSULTANT to cease operations at the TOC until the breach is
    corrected.

> **7. Audit -- Valuation**

The CONSULTANT shall follow standard accounting practices and permit
representatives of the RCOC, MDOT and FHWA to audit and inspect its
PROJECT books and records at a mutually agreeable time. Such records are
to be sufficient to substantiate matching funds for the FAST-TRAC
Project and to be kept available for three (3) years from the date of
the completion of SERVICES.

The value of the contribution (SERVICES provided) is estimated to be
approximately \$75,000.

**8. Compliance with Applicable Laws and Regulations**

The CONSULTANT specifically agrees that the performance of SERVICES
herein enumerated by it, or by an approved subcontractor, or anyone
acting in its behalf, will comply with any and all applicable State,
Federal, and Local statutes, ordinances, and regulations, and with RCOC
regulations.

Additionally, the CONSULTANT shall comply with, and shall require any
contractor or subcontractor to comply with the following:

A.  In connection with the performance of this agreement, the CONSULTANT
    (hereinafter in Appendix "A" referred to as the "contractor") agrees
    to comply with the State of Michigan provisions for "Prohibition of
    Discrimination in State Contracts", as set forth in Appendix "A",
    attached hereto and made a part hereof.

B.  During the performance of this Agreement, the CONSULTANT for itself,
    its assignees, and successors in interest (hereinafter in Appendix
    "B" referred to as the "contractor") agrees to comply with the Civil
    Rights Act of 1964, being P.L. 88-352. 78 Stat. 241, as amended,
    being Title 42 USC Sections 1971, 1975a -- 1975d, and 2000a --
    2000h-6, and the Regulations of the United States Department of
    Transportation (49 CFR Part 21) issued pursuant to said Act,
    including Appendix "B" attached hereto and made apart hereof.

C.  The parties hereto further agree that they accept MDOT's
    Disadvantaged Business Enterprises/Minority Business
    Enterprises/Women's Business Enterprises (DBE/MBE/WBE) Program with
    respect to the PROJECT and will abide by the provisions set forth in
    Appendix "C" attached hereto and made a part hereof, being an
    excerpt from Title 42 CFR Part 23, more specifically 23.43(a)(1)
    and (2) thereof.

D.  The CONSULTANT agrees to comply with the assurances -- non
    construction Program (2 pages: Standard Form 4219-1881 prescribed by
    OMB Circular 2-102 as said assurances may be applicable, with the
    "Certification Regarding Lobbying" attached thereto (1 page) and
    with "Addendum B, General Agreement for Federal Aid Projects", dated
    5/18/93 as said provisions may be applicable (5 pages) (Appendix D).

E.  1\) The signature of an authorized officer of the CONSULTANT on this
    Agreement constitutes its certification of "status" under penalty of
    perjury under the laws of the United States in respect to 49 CFR
    Part 29 pursuant to Executive Order 12549.

2\) The certification which is outlined as a part of this Agreement as
Attachment A, is Appendix A of 49 CFR Part 29, and applies to the
CONSULTANT (referred to in Appendix A as "the prospective primary
participant").

3\) The CONSULTANT is responsible for obtaining the same certification
from all subcontractors under this Contract by inserting the following
paragraph in all subcontracts:

> The Subcontractor's signature on this Contract constitutes the
> subcontractor's certification of "status" under penalty of perjury
> under the laws of the United States in respect to 49 CFR Part 29,
> pursuant to Executive Order 12549. The certification which is included
> as a part of this Contract as Attachment B, is Appendix B of 49 CFR,
> Part 29.

**9. Indemnification and Insurance**

A.  The CONSULTANT shall hold harmless, represent, defend and indemnify
    the BOARD OF COUNTY ROAD COMMISSIONERS of Oakland County, its
    officers and employees, the Michigan State Transportation
    Commission, the Michigan Department of Transportation; and the local
    units of government, within which the PROJECT is located; against
    all claims to public or private property and/or for injuries to
    persons, or for any other claims arising out of the negligent
    performance, improper performance or non-performance of the
    contracted work, whether during the progress and/or after the
    completion thereof.

Further, the CONSULTANT shall acquire and maintain statutory workers'
compensation insurance coverage, auto liability, comprehensive general
liability insurance coverage and professional liability insurance
coverage. The limits and deductible applicable to both comprehensive
general liability and professional liability shall be as described in
the attached Exhibit B.

Certificates of insurance for each policy, providing for 30 days notice
to the RCOC of cancellation, termination or material change, shall be
provided to the RCOC.

B.  The CONSULTANT shall indemnify and save RCOC harmless from damages
    arising from actions brought against RCOC based upon a claim that
    any intellectual property as provided by CONSULTANT infringes a
    patent, copyright or trademark, provided that RCOC gives CONSULTANT
    prompt written notice of any alleged infringement and affords
    CONSULTANT the opportunity of sole defense and settlement of any
    such allegation.

C.  RCOC shall indemnify and hold CONSULTANT, its employee and agents
    harmless from claims arising out of the intentional misconduct or
    gross negligence of the RCOC, its employees, arising out of the
    performance, non-performance or improper performance of obligations
    assured pursuant to this Agreement.

D.  Title and risk of loss for broadcast equipment and associated
    personal property, and personal property of CONSULTANTS, its agents
    and employees, shall remain in CONSULTANT and said employee's name.
    CONSULTANT shall be responsible, at its option, of insuring said
    property.

**10. Government Function**

It is declared that the SERVICES performed under this Agreement are a
governmental function. It is the intention of the parties hereto that
this Agreement shall not be construed to waive the RCOC's defense of
government immunity.

**11. Third Parties**

This Agreement is not for the benefit of any third party.

**12. Choice of Law**

In interpretation of this Agreement, the laws of the State of Michigan,
USA, shall apply. Venue shall lie in the County of Oakland, State of
Michigan.

**13. Severability**

The invalidity of any portion of this Agreement shall not affect the
enforceability of the remaining portions of this Agreement, and in the
event that portions of this Agreement shall be declared invalid, this
Agreement shall be construed as if such invalidated portion had not been
inserted.

**14. Notices**

All notices and documents desired or required to be given to either
party hereunder must be in writing and shall be deemed given on the date
received, via certified mail, return receipt requested, to the other
party's respective address set forth below or to such other address as
either party shall designate to the other in writing.

All notices required to be given to the RCOC hereunder shall be sent to:

Road Commission for Oakland County

Traffic Operations Center

1200 North Telegraph Road, Building W-49

Pontiac, MI 48341

Attention: Gary Piotrowicz

and all notices to \_\_\_\_\_\_\_\_\_\_\_ shall be sent to:

*\[Primary address of CONSULTANT\]*

with a copy to

*\[Copy address for CONSULTANT\]*

**15. Changes**

Any material change in scope or character of the SERVICES, cost,
compensation, or term of this Agreement shall be by execution of a
written amendment to this Agreement by the parties hereto.

**16. Counterparts**

This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which shall constitute the same
instrument.

**17. Interpretation**

No provision of this Agreement shall be interpreted against any party
because such party or its legal representative drafted such provision.

**18. Execution**

This Agreement is not valid unless signed by two corporate officers of
CONSULTANT.

Upon execution of this Agreement by the parties hereto, same shall
become binding upon the parties hereto, their successors and assigns,
until such time as all work contemplated hereunder is complete, or until
such time as this Agreement is terminated as set forth herein, or by
mutual consent of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have set their hands and seals by
their duly authorized agents and representatives the day and year first
above written.

\[CONSULTANT\]

By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Its: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Its: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

BOARD OF COUNTY ROAD COMMISSIONERS OF

THE COUNTY OF OAKLAND

By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Its:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

**EXHIBIT A**

**SCOPE OF SERVICES**

**[\[CONSULTANT's\] Operator]{.underline}**

\[CONSULTANT\] shall provide, at its sole cost, an operator or operators
to work under the direction of the RCOC, Monday through Friday excluding
holidays between the hours of 6 -- 9 a.m. and 4 -- 6 p.m. Additional
hours may be agreed upon between the parties. Security checks will be
performed for \[CONSULTANT's\] employees working at the TOC.

The operator will carry out the following duties:

-   Gather and organize available traffic data in Oakland County from
    MDOT, RCOC and \[CONSULTANT's\] sources.

-   Input construction and congestion causing incident data into the
    Transportation Information Management System (TMS).

**[\[CONSULTANT's\] Costs]{.underline}**

-   Costs of broadcasting

-   Internet connection required for CONSULTANT's broadcasting

-   Any dedicated telephone lines required for CONSULTANT's broadcasting
    function

-   Equipment and furniture required for CONSULTANT's broadcasting
    function, including an Etak workstation

-   Al salaries, benefits, including workers' compensation insurance
    related to all \[CONSULTANT's\] personnel, including the operator.

**[\[CONSULTANT Provisions\] and Misc.]{.underline}**

-   \[CONSULTANT\] will share data it gathers pertinent to Oakland
    County traffic management and planning with the RCOC, provided the
    RCOC does not provide the data as formatted by \[CONSULTANT\]
    directly to other information service providers. The RCOC may share
    the information with other agencies.

-   Metro Networks will assist the RCOC in the RCOC's provision of cable
    television traffic information.

-   CONSULTANT will provide up to one helicopter or fixed wing aircraft
    ride per week to the RCOC for traffic assessment or like purposes,
    during such helicopter's normal operating hours as mutually agreed
    by the Parties. Only persons (public employees or officials)
    designated by specific request and authorization of the RCOC
    Managing Director, Deputy Managing Director or FAST-TRAC Project
    Manager shall be afforded rides. Such individuals shall sign
    CONSULTANT's stand form of release as a condition of the ride.

**[RCOC Commitments]{.underline}**

-   RCOC will permit CONSULTANT's Operator access to FAST-TRAC generated
    traffic data, and data from Oakland County based cameras regarding
    Oakland County available at the TOC, said data to be used and
    broadcasted by \[CONSULTANT\] at CONSULTANT's option.

-   The RCOC will make available space at the TOC for CONSULTANT's
    Operator, including the reasonable cost of utilities, at the RCOC's
    discretion.

-   The RCOC will provide hardware costs for the web page or cable
    equipment, at its discretion.