**TRAVINFO®**

**DATA DISSEMINATION REGISTRATION AGREEMENT**

This Agreement, dated \_\_\_\_\_\_\_\_\_\_\_\_\_\_, is entered into by
PB Farradyne division of Parsons Brinckerhoff Quade & Douglas, Inc.
("PBF"), and \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ ("Registered Data
Disseminator" or "RDD").

**Background and Purpose**

TravInfo® is the San Francisco Bay Area's Advanced Traveler Information
System (ATIS). PBF is the TravInfo® contractor for the Metropolitan
Transportation Commission ("MTC"), the contracting agency for TravInfo®
on behalf of itself and the other two TravInfo® partners, the California
Department of Transportation (Caltrans) District 4 and the California
Highway Patrol Golden Gate Division (CHP). TravInfo® provides travelers
with easy access to current and accurate information on traffic
conditions and multi-modal travel operation.

The Traveler information Center ("TIC") gathers and integrates
information from a variety of sources, including (1) real-time data on
traffic conditions on the region's freeway system as collected by
sensors operated by Caltrans and MTC; (2) CHP incident reports; and (3)
other available sources of information. ATIS information (referred to in
this Agreement as "Provided Data") is made available to the general
public, media, public agencies, and commercial vendors to the extent
feasible within the available funding. Access to the Provided Data for
Registered Data Disseminators is through telnet connection.

A Registered Data Disseminator is a company or agency that is providing
TravInfo® data to end users, or is conducting product testing in
anticipation of launching a product or service that will do so.

**Terms and Conditions**

1\. Registered Data Disseminator is entitled to redistribute, enhance,
repackage, or otherwise add value to the Provided Data. A detailed
description of Registered Data Disseminator's intended service or
product, market, or business plan is described in Attachment A of this
Agreement. A non-disclosure agreement may be negotiated on a
case-by-case basis, as necessary between the RDD and PBF. PBF may be
required to share some or all of the information provided in Attachment
A with MTC, as part of PBF's monthly progress reports. Additionally,
under the California Public records Act (California Government Code
Sections 6250 *et seq.*), MTC is required to provide non-exempt MTC
records relating to a Registered Data Disseminator, when requested by
any interested party.

2\. PBF, MTC, Caltrans, and CHP reserve the right to publicize
Registered Data Disseminator's involvement in TravInfo® unless otherwise
specifically requested by Registered Data Disseminator in writing.

3\. PBF is committed to maintaining a cooperative working relationship
with the Registered Data Disseminators to maximize the benefits to the
public. It is the intention of PBF that the TIC will compile the
Provided Data from the best available sources and will provide a best
efforts approach to the dissemination of such information.

Registered Data Disseminator will receive notices on TIC operational
status, including system maintenance schedules.

4\. The Registered Data Disseminator must apprise PBF of Registered Data
Disseminator's product or service development and marketing plans,
informing PBF of any intermediate and/or other third party data
disseminators to whom Registered Data Disseminator is providing
TravInfo® data in any manner, and providing PBF with monthly usage
statistics. The specific type of usage information and its reporting
format will be negotiated between PBF and the Registered Data
Disseminator and set out in Attachment B to this Agreement. The monthly
usage statistics will include those of any down-stream data
disseminators. If the Registered Data Disseminator fails to report
accurate usage statistics, as defined in the aforementioned negotiation,
PBF can, at its sole option, terminate this agreement by a 15-day prior
written notice delivered to the Registered Data Disseminator.

5\. The Registered Data Disseminator is cautioned that information
availability and data accuracy are all subject to change. Reasonable
efforts will be made by PBF to advise Registered Data Disseminator in a
timely of both expected and unexpected changes in the operational status
of the TravInfo® system. Registered Data Disseminators are encouraged to
contact the PBF TravInfo® Operations Manager (phone (510) 286-6845) to
report suspected system operational or maintenance problems.

6\. PBF reserves the right, at some future date, to charge for access to
and usage of the TravInfo® data. PBF will provide Registered Data
Disseminator 90 days notice of such intent in order to negotiate any
required revisions to this Agreement.

7\. PBF, MTC, Caltrans, and CHP and their suppliers make, and Registered
Data Disseminator receives, no warranty regarding Provided Data, whether
express or implied, and all warranties of merchantability and fitness of
provided data for any particular purpose are expressly disclaimed. PBF,
MTC, Caltrans, and CHP and their suppliers make no warranty that the
information will be provided in an uninterrupted manner or that the
Provided Data will be free of errors. Provided Data is provided on an
"as is" and "with all faults" basis, with the entire risk as to quality
and performance with Registered Data Disseminator.

In no event shall PBF, MTC, Caltrans, and CHP or their suppliers be
liable for any damages, claim, or loss incurred by Registered Data
Disseminator, (including, without limitation, compensatory, incidental,
indirect, special, consequential, or exemplary damages, lost profits,
lost sales or business, expenditures, investments, or commitments in
connection with any business, or loss of any goodwill) resulting from
loss of Provided Data or inability to use Provided Data irrespective f
whether MTC, PBF, and its suppliers have been informed of, knew of, or
should have known of the likelihood of such damages, claim, or loss.
This limitation applies to all causes of action in the aggregate,
including, without limitation, breach of contract, breach of warranty,
negligence, strict liability, misrepresentation, and other torts.

8\. Registered Data Disseminator agrees to defend, indemnify, and hold
PBF, MTC, Caltrans, and CHP harmless from and against any and all
liability and expense, including reasonable defense costs and legal
fees, caused by any negligent or wrongful act or omission of Registered
Data Disseminator, its agents, officers, and employees, in the use,
possession, or dissemination of ATIS information made available from the
TIC, to the extent that such liability may b imposed upon PBF, MTC, CHP
and/or Caltrans, including, but not limited to personal property damage,
or injury to privacy or reputation. In addition, Registered Data
Disseminator shall indemnify, defend, and hold harmless, against such
liability and expense, the individual members of the PBF, MTC, Caltrans,
and CHP TravInfo® project team.

9\. Any and all disputes that may arise between the parties to this
Agreement regarding its terms or regarding performance under this
Agreement shall be submitted to final and binding arbitration in
accordance with Sections 1280 through 1294.2 of the California Code of
Civil Procedure. The arbitrator's award shall be final and binding on
the parties and judgment may be entered upon it by a court of competent
jurisdiction. Either party may demand arbitration by filing a written
demand with the other party within 60 (sixty) days after occurrence of
the dispute. The costs of the arbitration shall be borne by the losing
party or in such proportion as the arbitrator determines.

10\. This Agreement shall remain in force until June 30, 2002, and may
be earlier terminated by either party with or without cause by 30-day
prior written notice delivered to the other party to this Agreement. The
termination of this Agreement does not release Registered Data
Disseminator from the responsibilities, liabilities, or indemnification,
outlined in this Agreement that might result from Registered Data
Disseminator's actions during the term of this Agreement.

11\. All questions pertaining to the validity and interpretation of this
Agreement shall be determined in accordance with the laws of the State
of California.

The PBF contact for any questions regarding this agreement is Les
Jacobson, phone (206) 382-5290, e-mail <jacobsonl@pbworld.com>. The
contact for the Registered Data Disseminator is
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, phone \_\_\_\_\_\_\_\_\_\_,
e-mail \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_.

For PBF For the Registered Data Disseminator

By\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
By\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Lawrence F. Yermack Name:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Vice President Title:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Parsons Brinckerhoff Quade & Douglas, Inc.
Address:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

3200 Tower Oaks Blvd.
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Suite 200 \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Rockville, Maryland 20852
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Phone: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Fax: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Email: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

# Attachment A

Insert text regarding Registered Data Disseminator's TravInfo®-related
product(s), service(s) and methods for calculating and providing usage
statistics here. Describe the product(s), service(s) and methods for
calculating and providing usage statistics as specifically as possible.

# Attachment B

Insert text describing the specific type of usage information and the
reporting format for monthly usage statistics.