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HomeMy WebLinkAbout1999-12-14 - AGENDA REPORTS - TRAF MODEL USER AGMT (2)CITY OF SANTA CLARITA AGENDA REPORT UNFINISHED BUSINESS DATE: December 14, 1999 City Manager Appro-, Item to be presented SUBJECT: TRAFFIC MODEL USER AGREEMENTS DEPARTMENT: Transportation & Engineering Services RECOMMENDED ACTION City Council approve the two alternative forms of user agreements for leasing the Joint City/County Traffic Model; and authorize the City Manager or designee to execute the user agreements when necessary, subject to City Attorney approval. BACKGROUND This item was originally presented to the City Council on October 26, 1999. At that meeting, several individuals addressed the City Council and questioned the appropriateness of the cost to lease the model, especially for small size developments. This agenda report clarifies the issues raised at that meeting by the residents and the City Councilmembers. Development of the Traffic Model In June 1992, the City Council and the Board of Supervisors entered into an agreement to develop a valleywide consolidated traffic model. The purpose of the model is to assist staff in both agencies in developing short- and long-term traffic circulation and land use studies. Due to unavailability of expertise in traffic modeling in the City, the County of Los Angeles has been the sole agency responsible for model maintenance until recently. The City has now retained traffic engineering staff with specific expertise in traffic modeling, and all future traffic modeling needs in the City can be performed in-house. Public Document Aspects of the Traffic Model All input/output information contained in the Joint City/County Traffic Model is open to the public for review. City and County staff has assembled a three ring binder with all data contained in the model. Such information includes, but is not limited to, traffic analysis zones, land use data in each zone, the adopted circulation network, traffic speeds, highway capacities, trip generation tables, current/base year traffic volumes, long range traffic forecasts, etc. A paper copy or a computer disc copy of any or all information can be provided to individuals at a nominal cost. n�3Va' gryg�pg D !.....?.. � ! ! ��.".�✓� Sl 6..=a t`�'?t.xx; b � f^s ¢�ro�d M �k�4ef �1 !E l5 4. / .v., TRAFFIC MODEL USER AGREEMENTS December 14, 1999 — Page 2 Costs to Develop and Maintain the Traffic Model The City and County originally spent $125,000.00 in developing this model. Since 1992, on several occasions the City has retained the services of a private consultant to update, modify, and improve the use of the traffic model. The County of Los Angeles has also spent a significant amount of staff time updating and improving the model over the past several years. It is estimated that the two agencies have spent $400,000.00 to $500,000.00 of hard and soft dollars on model development during the past seven years. Currently, an equivalent of one half-time staff at the County, and one half-time staff at the City are allocated to maintain and periodically update the traffic model. Other miscellaneous costs associated with the model include conducting annual roadway and intersection traffic counts to calibrate the model for accuracy. It is estimated that the two agencies spend a minimum $100,000.00 annually on staff time and associated expenses to maintain and update the traffic model. Proprietary Software to Use the City/County Traffic Model In order to use the Joint City/County Traffic Model, proprietary software called TRANPLAN is required. The TRANPLAN software is available from The Urban Analysis Group in Hayward, California at a cost of about $11,000.00. The City has purchased one licensed copy of the TRANPLAN for its use. Traffic Modeling Expertise At the previous Council meeting, a resident commented that the traffic model should be available at the public counter. Unlike using such software as WORD (word processing) or EXCEL (spreadsheets), considerable expertise in traffic modeling is necessary to use the TRANPLAN and the City's Traffic Model. The mere access to the TRANPLAN software and the Traffic Model will not necessarily enable a user to use the Traffic Model effectively. Normally a minimum of two to three years Transportation Planning and Traffic Modeling experience would be required to use the model. The City is fortunate now to have one member of the traffic engineering staff with more than 10 years of traffic modeling experience for all its modeling needs. This individual was involved in the original model development seven years ago, and also prepared the traffic modeling for the recent Circulation Plan Amendment, before joining the City. When is the Traffic Model NOT Used? The traffic model is generally not used when relatively small developments are studied. When a small commercial site or a small subdivision with a few lots is considered, the traditional traffic engineering methods will be used by staff or the developer's consultant to evaluate the merits of the proposal. In general, the traffic model is not used for small or moderate size projects if the developer's project is consistent with the City's General Plan in terms of land use, circulation patterns, and other assumptions used in the traffic model. TRAFFIC MODEL USER AGREEMENTS December 14, 1999 — Page 3 When is the Traffic Model USED? The most common use of the traffic model is when a developer is seeking a General Plan Amendment with either increased density from what is assumed in the traffic model, or with a circulation plan different than what is adopted in the General Plan. Examples of such cases are the Tesoro del Valle and the Newhall Ranch projects. The traffic model is also used for major developments when the assessments of traffic mitigations are too extensive or too complex to be determined by traditional manual methods. Examples of such cases are the North Valencia Annexation I and II projects where the traffic model was used to test the development scenarios and identify a number of roadway and intersection improvements throughout the valley to support the project. Finally, the traffic model is used to test the vitality of a circulation link and the impacts to surrounding network should a link be downgraded, upgraded, or even eliminated. Previous or current examples of such cases include the removal of State Route 126, alternative alignments for Golden Valley Road and Santa Clarita Parkway, the potential closure and/or removal of Calgrove/Valley connection, etc. Purpose of User Agreements The City and County recognize the need to cooperate on decisions involving traffic circulation and land use in the Santa Clarita Valley. Staff also recognizes that the traffic model requires periodic maintenance and updating, amounting to nearly $100,000.00 in direct cost and/or staff time every year. Additionally, the City and County need to ensure the traffic model is used appropriately if and when used by third party sources. Hence, City and County staff' have coordinated efforts to prepare appropriate traffic model user agreements to address the above issues. The County of Los Angeles has also provided the attached letter dated October 26, 1999, supporting the user agreements (Exhibit 1). The following user agreements will enable the City and County to recoup a small portion of the ongoing maintenance cost of the traffic model. The agreements will also ensure the appropriate use of the model by third parties. Two versions of the agreement are prepared. The full agreements are attached as Exhibits "2" and "3." A summary of each agreement is referenced below: Version 1: Traffic Model User Agreement for Limited Usage: This agreement is intended to be used by a single user when the user wishes to use the model for testing of land use or circulation alternatives for a number of its developments or projects. In order to lease the model, the user must have an ownership interest of 25 percent or more, whether through a corporation, partnership, trust, joint venture, sole ownership, or any other form of ownership. Should the user release the traffic model to any third party, the user shall be strictly responsible to ensure the traffic model is utilized solely for projects owned by the user. TRAFFIC MODEL USER AGREEMENTS December 14, 1999 — Page 4 Term and Cost: The term of this agreement shall be a maximum of three years. The cost will be based on a $5,000.00 per year model user fee. The total one-time fee of $15,000.00 will be distributed to the City and County on a 50/50 ratio. Version 2: Traffic Model User Agreement for Blanket Usage: This agreement enables the user to utilize the traffic model for multiple projects and/or clients. This agreement would authorize a user to temporarily release the traffic model to other persons or entities for testing of specific developments or projects, as long as the user is a principal contractor or service provider involved in the development or project, and only for such time. The user is not authorized to sell, license, assign, lend, convey, or otherwise transfer or supply the traffic model to any person or entity for any purpose whatsoever, whether or not for profit. Term and Cost: The term of this agreement shall be a maximum of three years. The cost will be based on a $10,000.00 per year model user fee. The total one-time fee of $30,000.00 will be distributed to the City and County on a 50/50 ratio. The City Attorney and County Counsel have reviewed and approved the two user agreements as to form. No User Agreement Required: There will not be a need for a user agreement when small developments or minor adjustments to the adopted circulation plan are proposed by a developer. City staff will perform all such modeling efforts. The developer will be charged according to the actual hours of staff time spent on the effort. City staff is in the process of establishing such fees as part of the City's Fee Schedule. Depending on the complexity of a model run requested, a developer might only need to pay as low as $500.00 to $1,000.00 to conduct the necessary traffic model run(s). Such fees will be comparable to the plan check fees established and charged to developers for review of their improvement plans. ALTERNATIVE ACTIONS Other actions as determined by the City Council. FISCAL IMPACT None at this time. Should a user lease the Joint City/County Traffic Model, the proceeds will be distributed to the City and County of Los Angeles at a 50/50 ratio. ATTACHMENTS Exhibit 1: Letter of Support from Los Angeles County dated October 26, 1999 Exhibit 2: User Agreement for Traffic Modeling Data (Limited Usage) Exhibit 3: User Agreement for Traffic Modeling Data (Blanket Usage) BJ:lkl .d1\+Tode1.doo HARRY. W. STONE, Director October 26, 1999 COUNTY OF LOS ANGELES DEPARTMENT OF PUBLIC WORKS 900 SOUTH FREMONT AVENUE ALHAMBRA, CALIFORNIA 91803-1331 Telephone: (626) 458-5100 Mr. Tony Nisich, City Engineer City of Santa Clarita 23920 Valencia Boulevard, Suite 300 Santa Clarita, CA 91355 Dear Mr. Nisich: SANTA CLARITA VALLEY TRAFFIC MODEL (SCVTM) TRAFFIC MODEL LEASE AGREEMENTS ADDRESS ALL CORRESPONDENCE TO: P.O. BOX 1460 ALHAMBRA, CALIFORNIA 91802-1460 IN REPLY PLEASE REFER TO FILE: P-3 01-T •• 9a;+^� Transpo ,alien u EFvneering Services C',tV of jul?t8 lad,ta We understand the issue of making the SCVTM available to developers and traffic consultants will be considered tonight at a meeting of the Santa Clarita City Council. We believe such lease agreements would generally place the model in the hands of competent traffic engineering firms. Feedback from these firms will provide an additional source of information to further enhance the SCVTM. Lessees of the model will have the opportunity to evaluate multiple scenarios for their projects and narrow the alternatives to those presenting the best traffic solutions before submitting their analyses to your City and the County. For projects submitted using modelling, your City and the County would then review the input and output to ensure the modelling was done correctly. While we favor providing lease agreements, we want to insure that both your City's and the County's interests and investments in the model are protected. We believe the draft lease agreements provide that protection and make the model available at a fair costa Exhibit 11111 Mr. Tony Nisich October 26, 1999 Page 2 If you have any questions, please contact Mr. Barry S. Witler at (626) 458-4351. Very truly yours, HARRY W. STONE Director of Public Works CARL L. BLUM Deputy Director BSW:nr 406 EXHIBIT "2" USER AGREEMENT FOR TRAFFIC MODELING DATA (LIMITED USAGE) This Agreement, made and entered into this day of , 1999 by and between the County of Los Angeles, a subdivision of the State of California, and the City of Santa Clarita, a Municipal Corporation within the County of Los Angeles, hereinafter referred to as "OWNERS"; and hereinafter referred to as "USER"; WITNESSETH: WHEREAS, OWNERS have developed computerized traffic modeling data and associated maps, hereinafter referred to as "DATA", (which term shall include all copies, thereof, whether in whole or in part, reproduced in any form or by any manner whatsoever), for the Santa Clarita Valley, hereinafter referred to as "STUDY AREA"; and WHEREAS, USER desires the DATA for STUDY AREA to test development forecasts and roadway alignments and agrees to the stipulations set forth in this Agreement. NOW, THEREFORE, in consideration of the premises and the mutual benefits which will result to the parties herein in carrying out the terms of this Agreement, it is agreed as follows: ARTICLE I INTEREST OF USER The DATA to be supplied pursuant to Article II shall be for the sole use of USER for the term prescribed herein. USER covenants for itself and its principals and agents not to sell, assign, lend, license, convey, transfer or supply DATA for use by or benefit to any person or entity not a party to this agreement, whether or not for consideration, except to the limited extent allowed under Article VIII. The terms "transfer" and "supply" shall include, without limitation, any transmission of DATA to unauthorized parties, whether or not such transmission is intentional or unintentional, voluntary or involuntary, or is the result of theft. ARTICLE II DATA TO BE SUPPLIED BY OWNER OWNERS covenant to supply the DATA to USER. The DATA shall consist of a computerized Highway Network including related Traffic Analysis Zones, Land Use, Socioeconomic, Trip Generation, and Internal -External Trip DATA for the authorized Interim Year and Buildout Models, as well as all associated execution files for the AM and PM peak traffic conditions and the Average Daily Traffic condition. DATA shall be contained on 3.5 -inch computer diskettes as well as related hard copy maps. ARTICLE III USE RESTRAINTS USER covenants not to use or allow the use of DATA in any legal or administrative actions or proceedings of any nature involving OWNERS. Furthermore, nothing herein shall stop, prevent, delay, or otherwise restrict OWNERS in any manner or degree in the exercise of their jurisdictional authority, or in any matters involving the scope of such authority. ARTICLE IV USER RESPONSIBILITIES USER is solely responsible for obtaining the necessary software programs to execute and view DATA supplied by OWNERS. The software programs which currently are applied to DATA are "TRANPLAN" and "NIS". TRANPLAN and NIS may be licensed from: R. James W. Fennessy, President The Urban Analysis Group 1558 B Street, Suite 200 Hayward, CA 94541 (510) 583-7330 OWNERS make no warranty as to the availability or suitability of "TRANPLAN", or "NIS" software. ARTICLE V OWNERS' RESPONSIBILITIES The responsibilities of the OWNERS shall include the following: A. Provide the USER with DATA for the STUDY AREA. B. Upon written request, supply updated DATA to USER every six months or upon approval of updates by OWNERS, if available and necessary, during the term of this Agreement. C. Respond to USER's reasonable inquiries regarding DATA during the term of this Agreement. ARTICLE VI FEE FOR USE OF DATA OWNERS agree to supply the aforementioned DATA along with all related services as stipulated in Article V for a one-time fee of Fifteen Thousand Dollars ($15,000) ("Fee"), except as such Fee may be modified by the mutual agreement of OWNERS and USER. This Fee, once collected, shall be split 50-50 between OWNERS. ARTICLE VII PAYMENT USER agrees to p6y OWNERS one hundred percent (100%) of the Fee of Fifteen Thousand Dollars ($15,000) immediately upon receipt of the DATA from OWNERS. ARTICLE VIII OWNERSHIP OF DATA DATA supplied to USER under this agreement is the sole property of OWNERS and cannot be used for the testing of developments or projects other than those for which USER has an ownership interest of twenty-five percent (25%) or more, whether through a corporation, partnership, trust, joint venture, sole ownership or any other form of ownership. Should USER release DATA to any third party, USER shall be strictly responsible to ensure the DATA is utilized solely for projects owned by USER. For each development or project subject to DATA model analysis, USER shall provide to OWNERS in writing all the ownership interests for the intended development. USER shall maintain adequate records regarding existence of the required ownership interest such as, but not limited to, documents of incorporation and by-laws, individual shares and company share totals, partnership agreements, trust documents, financial records relating to the development and any other business records that contain pertinent ownership information. USER shall make such records available for inspection and copying by OWNERS upon demand. OWNERS reserve the right to independently verify ownership information. The peak hour capability in the DATA is derived by using special software which augments the basic TRANPLAN software used for most of the model processing. These programs, which are listed in Exhibit A of this agreement, are proprietary to Austin -Foust Associates, Inc. and are provided to the lessee with the understanding that they are used solely for running DATA and not for any other purposes. ARTICLE IX TERM The term of this Agreement shall be for a period of three (3) years beginning on and ending on , at which time USER shall immediately return DATA to OWNERS. ARTICLE X TERMINATION WITHOUT CAUSE It is hereby understood that the term of this Agreement cannot be prematurely terminated by USER. However, OWNERS reserve the right to terminate this Agreement upon Thirty (30) days notice without cause. In the event that this Agreement is terminated by OWNERS without cause, within thirty (30) days of written notification of termination, USER shall return all DATA to OWNERS. The Fee shall be prorated (over the term of the Agreement) based on the time that USER had possession of the DATA. The remainder of the Fee shall be returned to USER by OWNERS within 45 days of the notice of termination. ARTICLE XI TERMINATION FOR DEFAULT In the event USER breaches any of the provisions contained herein, OWNERS shall have the right to terminate this agreement upon ten (10) days written notice. If the agreement is terminated pursuant to this Article, USER shall immediately return DATA to OWNERS and shall not be entitled to a refund of any portion of the Fee. ARTICLE XII REMEDY FOR UNAUTHORIZED MODEL USE It is USER'S responsibility to safeguard DATA. USER shall be strictly liable to OWNERS for any unauthorized use of the original DATA received from OWNERS,. whether or not such unauthorized use is the result of a voluntary or involuntary transmission of DATA by USER, or is the result of theft. In addition to any other remedy provided herein or by law, OWNERS are entitled to any monetary or other consideration received by USER for unauthorized use of DATA, or $15,000 for each unauthorized transfer of DATA by USER, whichever is greater, without limitation. ARTICLE XIII COMPLIANCE WITH LAWS USER agrees to comply with all applicable Federal, State and Local laws, rules, regulations or ordinances. This includes compliance with prevailing wage rates and their payment in accordance with California Labor Code, Section 1775. USER agrees to indemnify and hold OWNERS harmless from any loss, damage or liability resulting from a violation on the part of USER of such laws, rules, regulations or ordinances. ARTICLE XIV GOVERNING LAWS This Agreement shall be construed in accordance with and governed by the laws of the State of California. ARTICLE XV INDEPENDENT CONTRACTOR This Agreement is by and between OWNERS and USER and is not intended, and shall not be construed, to create the relationship of agent, servant, employee, partnership, joint venture, or association, as between OWNERS and USER. ARTICLE XVI FORCE MAJEURE Performance of each and all USER's and OWNERS' covenants herein shall be subject to such delays as may occur without USER's or OWNERS' fault from acts of God, strikes, riots, or from other similar causes beyond USER's or OWNERS' control. ARTICLE XVII NOTICES Official notices or correspondence related to this Agreement shall be in writing and either mailed by registered or certified mail or personally delivered to the following addresses: COUNTY Barry S. Witler Planning Division Department of Public Works County of Los Angeles 900 South Fremont Alhambra, CA 91803-.1460 Phone (626) 458-4351 CITY Anthony J. Nisich Director Transportation & Engineering Services Dept. City of Santa Clarita 23920 Valencia Boulevard Suite 300 Santa Clarita, CA 91355 (USER NAME) IN WITNESS WHEREOF, OWNERS have caused this Agreement for the use of their computerized modeling DATA and associated maps for the Santa Clarita Valley to be subscribed pursuant to authority delegated by the Board of Supervisors of the County of Los Angeles under Section 2.18.015 of the County Code and the City of Santa Clarita City Council, and USER has hereunto subscribed its name by and through its officers thereunto duly authorized, as of the day, month, and year herein above first written. COUNTY OF LOS ANGELES M Director of Public Works APPROVED AS TO FORM: LLOYD W.PELLMAN County Counsel By CITY OF SANTA CLARITA By City Manager By City Clerk APPROVED AS TO FORM: City of Santa Clarita - City Attorney By USER By SCVCTM Proprietary Programs Supplied by Austin -Foust Associates, Inc Land use, Trip Generation, and Trip Table Utility programs: Tripgen5.exe Cordon5.exe G rvdata.exe Tablis.exe Fratfac.exe Fradata.exe Tpactp.exe Tptpac.exe Network Assignment Utility programs: Turncnvt.exe Timeadj.exe Icucap.exe Addload.exe counolNoode@.doc EXHIBIT "3" USER AGREEMENT FOR TRAFFIC MODELING DATA (BLANKET USAGE) This Agreement, made and entered into this day of , 1999 by and between the County of Los Angeles, a subdivision of the State of California, and the City of Santa Clarita, a Municipal Corporation within the County of Los Angeles, hereinafter referred to as "OWNERS"; and hereinafter referred to as "USER"; WITNESSETH: WHEREAS, OWNERS have developed computerized traffic modeling data and associated maps, hereinafter referred to as "DATA," (which term shall include all copies thereof, whether in whole or in part, reproduced in any form or by any manner whatsoever), for the Santa Clarita Valley, hereinafter referred to as "STUDY AREA' and WHEREAS, USER desires the DATA for STUDY AREA to test numerous development forecasts and roadway alignments and agrees to the stipulations set forth in this Agreement. NOW, THEREFORE, inconsideration of the premises and the mutual benefits which will result to the parties herein in carrying out the terms of this Agreement, it is agreed as follows: ARTICLE I INTEREST OF USER The DATA to be supplied pursuant to Article II shall be for the sole use of USER for the term prescribed herein. USER covenants for itself and its principals and agents not to sell, assign, lend, license, convey, transfer or supply DATA for use by or benefit to any person or entity not a party to this agreement, whether or not for consideration, except to the limited extent allowed under Article VIII. The terms "transfer" and "supply" shall include, without limitation, any transmission of DATA to unauthorized parties, whether or not such transmission is intentional or unintentional, voluntary or involuntary, or is the result of theft. ARTICLE II DATA TO BE SUPPLIED BY OWNERS OWNERS covenant to supply the DATA to USER. The DATA shall consist of a computerized Highway Network including related Traffic Analysis Zones, Land Use, Socioeconomic, Trip Generation, and Internal -External Trip DATA for the authorized Interim Year and Buildout Models, as well as all associated execution files for the AM and PM peak traffic conditions and the Average Daily Traffic condition. DATA shall be contained on 3.5 -inch computer diskettes as well as related hard copy maps. ARTICLE III USE RESTRAINTS USER covenants not to use or allow the use of DATA in any legal or administrative actions or proceedings of any nature involving OWNERS. Furthermore, nothing herein shall stop, prevent, delay, or otherwise restrict OWNERS in any manner or degree in the exercise of their jurisdictional authority, or in any matters involving the scope of such authority. ARTICLE IV USER RESPONSIBILITIES USER is solely responsible for obtaining the necessary software programs to execute and view DATA supplied by OWNERS. The software programs which currently are applied to DATA are "TRANPLAN" and "NIS". TRANPLAN and NIS may be licensed from: R. James W. Fennessy, President The Urban Analysis Group 1558 B Street, Suite 200 Hayward, CA 94541 (510)583-7330 OWNERS make no warranty as to the availability or suitability of "TRANPLAN", "NIS" software. ARTICLE V OWNERS' RESPONSIBILITIES The responsibilities of the OWNERS shall include the following: A. Provide the USER with DATA for the STUDY AREA. B. Upon written request, supply updated DATA to USER every six months or upon approval of updates by OWNERS, if available and necessary, during the term of this Agreement. C. Respond to USER's reasonable inquiries regarding DATA during the term of this Agreement. ARTICLE VI FEE FOR USE OF DATA OWNERS agree to supply the aforementioned DATA along with all related services as stipulated in Article V for a one-time fee of Thirty Thousand Dollars ($30,000) ("Fee"), except as such Fee may be modified by the mutual agreement of OWNERS and USER. This Fee, once collected, shall be split 50-50 between the OWNERS. ARTICLE VII PAYMENT USER agrees to pay OWNERS one hundred percent (100%) of the Fee of Thirty Thousand Dollars ($30,000) immediately upon receipt of the DATA from OWNERS. ARTICLE VIII OWNERSHIP OF DATA DATA supplied to USER under this agreement is the sole property of OWNERS and USER is not authorized to sell, license, assign, lend, convey, or otherwise transfer or supply DATA to any person or entity for any purpose whatsoever, whether or not for profit. However, USER is authorized to temporarily release DATA to other persons or entities for specific developments or projects as long as USER is a principal contractor or service provider involved in the development or project, and only for such time. In interpreting this paragraph, it is the intent of the parties that USER shall not become a merchandiser of the DATA, and thereby deprive OWNERS of potential profit or compete with them in the marketplace for use of the DATA. USER shall take all commercially reasonable precautions to prevent the unauthorized use of DATA temporarily released to other persons or entered herein, including, without limitation, the use of contractual agreements, bonds and/or letters of credit. The peak hour capability in the DATA is derived by using special software which augments the basic TRANPLAN software used for most of the model processing. These programs, which are listed in Exhibit A of this agreement, are proprietary to Austin -Foust Associates, Inc. and are provided to the lessee with the understanding that they are used solely for running DATA and not for any other purposes. ARTICLE IX TERM The term of this Agreement shall be for a period of three (3) years beginning on and ending on , at which time USER shall immediately return DATA to OWNERS. ARTICLE X TERMINATION WITHOUT CAUSE It is hereby understood that the term of this Agreement cannot be prematurely terminated by USER. However, OWNERS reserve the right to terminate this Agreement upon thirty (30) days' notice without cause. In the event that this Agreement is terminated by OWNERS without cause, within thirty (30) days of written notification of termination, USER shall return all DATA to OWNERS. The Fee shall be prorated (over the term of the Agreement) based on the time that USER had possession of the DATA. The remainder of the Fee shall be returned to USER by OWNERS within 45 days of the notice of termination. ARTICLE XI TERMINATION FOR DEFAULT In the event USER breaches any of the provisions contained herein, OWNERS shall have the right to terminate this agreement upon ten (10) days written notice. If the agreement is terminated pursuant to this Article, USER shall immediately return DATA to OWNERS and shall not be entitled to a refund of any portion of the Fee. ARTICLE XII REMEDY FOR UNAUTHORIZED MODEL USE It is the USER's responsibility to safeguard DATA with the exception of the temporary release of DATA to other persons or entities as provided in Article VI ll. USER shall be strictly liable for any unauthorized use of the original DATA received from OWNERS, whether or not such unauthorized use is the result of a voluntary or involuntary transmission of DATA by USER, or is the result of theft. In addition to any other remedy provided herein or by law, OWNERS are entitled to any monetary or other consideration received by USER for unauthorized use of DATA, or $30,000 for each unauthorized transfer of DATA by USER, whichever is greater, without limitation. ARTICLE XIII COMPLIANCE WITH LAWS USER agrees to comply with all applicable Federal, State and Local laws, rules, regulations or ordinances. This includes compliance with prevailing wage rates and their payment in accordance with California Labor Code, Section 1775. USER agrees to indemnify and hold OWNERS harmless from any loss, damage or liability resulting from a violation on the part of USER.of such laws, rules, regulations or ordinances. ARTICLE XIV GOVERNING LAWS This Agreement shall be construed in accordance with and governed by the laws of the State of California. ARTICLE XV INDEPENDENT CONTRACTOR This Agreement is by and between OWNERS and USER and is not intended, and shall not be construed, to create the relationship of agent, servant, employee, partnership, joint venture, or association, as between OWNERS and USER. ARTICLE XVI FORCE MAJEURE Performance of each and all USER's and OWNERS' covenants herein shall be subject to such delays as may occur without USER's or OWNERS' fault from acts of God, strikes, riots, or from other similar causes beyond USER's or OWNERS' control. ARTICLE XVII NOTICES Official notices or correspondence related to this Agreement shall be in writing and either mailed by registered or certified mail or personally delivered to the following addresses: COUNTY Barry S. Witler Planning Division Department of Public Works County of Los Angeles 900 South Fremont Alhambra, CA 91803-1460 Phone (626) 458-4351 (USER NAME) CITY Anthony J. Nisich Director Transportation & Engineering Services Dept. City of Santa Clarita 23920 Valencia Boulevard Suite 300 Santa Clarita, CA 91355 IN WITNESS WHEREOF, OWNERS have caused this Agreement for the use of their computerized modeling DATA and associated maps for the Santa. Clarita Valley to be subscribed pursuant to authority delegated by the Board of Supervisors of the County of Los Angeles under Section 2.18.015 of the County code and the City of Santa Clarita City Council, and USER has hereunto subscribed its name by and through its officers thereunto duly authorized, as of the day, month, and year herein above first written. COUNTY OF LOS ANGELES L39 Director of Public Works APPROVED AS TO FORM: LLOYD W.PELLMAN County Counsel M CITY OF SANTA CLARITA By City Manager By City Clerk APPROVED AS TO FORM: City of Santa Clarita - City Attorney By USER By EXHIBIT "A" SCVCTM Proprietary Programs Supplied by Austin -Foust Associates, Inc. Land use. Trip Generation. and Trip Table Utility programs: Tripgen5.exe Cordon5.exe G rvdata.exe Tablis.exe Fratfac.exe Fradata.exe Tpactp.exe Tptpac.exe Network Assignment Utility programs: Turncnvt.exe Timeadj.exe Icucap.exe Addload.exe �una\meaeu.aee