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RESOLUTION 50-20 RESOLUTION APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE WAZE SUBLICENSING AGREEMENT BETWEEN VTA AND THE TOWN OF LOS ALTOS HILLS WHEREAS, Google, Inc., ("Google"), Delaware limited liability company, operates a community -driven GPS navigation software application commonly known as "Waze"; and WHEREAS, Waze collects information from cities in relation to traffic incidents and road closure data; and WHEREAS, Santa Clara Valley Transportation Authority ("VTA") in its capacity as the county's designated congestion management agency, entered into an agreement on October 2, 2019 with Google whereby Google licensed use of the Waze Connected Citizens Program Data Upload Tools, Waze Traffic Data API, and Waze Data; and WHEREAS, the VTA-Waze agreement allows for sublicensing by VTA to certain sublicensees, subject to restrictions, authorized in writing by Google, and sublicensees to the main license would have access to the Main Licensee's traffic and road closure information, and vice versa WHEREAS, VTA and the Town of Los Altos Hills ("Town") desire to enter into this Sublicense Agreement, a copy of which is attached hereto and incorporated herein as Attachment 2, to set forth their understanding and respective responsibilities; and WHEREAS, the Sublicense Agreement would provide a number of traffic management benefits to the Town, including permit the Town to directly access Waze traffic information, provide road closure information, and update traffic map under VTA's master agreement with Waze, at no cost to the Town. NOW, THEREFORE, BE IT RESOLVED by the City Council of the Town of Los Altos Hills that: 1. The City Council finds that the execution of the Sublicense Agreement attached as Attachment 2 provides public benefits to the Town and serves the public interest, convenience and safety of the Los Altos Hills community. 2. The Town of Los Altos Hills hereby approves the Sublicense Agreement in Attachment 2 and the City Manager is hereby authorized on behalf of the Town to execute the Agreement between VTA and the Town of Los Altos Hills. The above and foregoing Resolution was passed and adopted by the City Council of the Town of Los Altos Hills at a regular meeting held on 20th of August 2020 by the following vote: AYES: Wu, Tankha, Corrigan, Spreen, Tyson NOES: None Resolution 50-20 Page 1