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HomeMy WebLinkAbout03-07-2022 City Council Meeting AgendaCity Council Meeting March 7, 2022 - 7:00 P M City Hall Council Chambers and Virtual A GE NDA Watch the meeting L I V E ! Watch the meeting video Meeting videos are not available until 72 hours after the meeting has concluded. I .C AL L T O O RD E R I I .P UB L I C PART I C IPAT IO N 1.Public Participation T he Auburn City Council Meeting scheduled for Monday, March 7, 2022 at 7:00 p.m. will be held in person and virtually. Virtual P articipation L ink: To attend the meeting virtually please click one of the below links, enter the meeting I D into the Z oom app, or call into the meeting at the phone number listed below. The link to the Virtual Meeting is: Z oom: https://us06web.zoom.us/j/89794732571 T he public can also view the meeting on YouTube: https://www.youtube.com/user/watchauburn/live/?nomobile=1 To join the meeting by phone, please use the below call-in information: 253 215 8782 877 853 5257 (Toll F ree) Webinar I D: 897 9473 2571 A .P ledge of Allegiance B .Roll Call I I I .ANNO UNC E M E NT S, P RO C L AM AT IO NS, AND P RE S E NTAT I O NS A .P roclamation - National Women's History Month Mayor Backus to proclaim March 2022 as "National Women's History Month" in the city of Auburn Page 1 of 138 B .P roclamation - Problem Gambling Awareness Month Mayor Backus to proclaim March 2022 as "Problem Gambling Awareness Month" in the city of Auburn C.P roclamation - Tamil Heritage Day Mayor Backus to proclaim March 9, 2022 as "Tamil Heritage Day" in the city of Auburn D.P roclamation - Solidarity for Ukraine Mayor Backus to proclaim Solidarity with the Country of Ukraine E .K ing County I and Q Facility Update I V.AP P O I NT M E NT S A .B oards and Commissions A ppointments City Council to confirm the following appointments to the Business I mprovement A rea Committee of Ratepayers for a three-year term to expire December 31, 2024: B rittiany K arlson K aty Selden (RE C O M M E ND E D AC T I O N: M ove to approve the appointments to the Business Improvement Area Committee of Ratepayers for a three year term to expire on December 31, 2024.) V.AG E ND A M O D I F IC AT I O NS V I .C IT IZE N I NP UT, P UB L I C HE ARI NG S AND C O RRE S P O ND E NC E A .Audience Participation This is the place on the agenda where the public is invited to speak to the City Council on any issue. 1.T he public can participate in-person or submit written comments in advance. Participants can submit written comments via mail, fax or email. A ll written comments must be received prior to 5:00 p.m. on the day of the scheduled meeting and must be 350 words or less. Please mail comments to: City of A uburn Attn: Shawn Campbell, City Clerk 25 W Main S t Auburn, WA 98001 Please fax comments to: Attn: Shawn Campbell, City Clerk F ax number: 253-804-3116 Email comments to: publiccomment@auburnwa.gov Page 2 of 138 B .Correspondence - (T here is no correspondence for Council review.) V I I .C O UNC I L AD HO C C O M M IT T E E RE P O RT S Council Ad Hoc Committee Chairs may report on the status of their ad hoc Council Committees' progress on assigned tasks and may give their recommendation to the City Council, if any. 1.F inance Ad Hoc Committee (Chair B aggett) 2.Preservation F unding (Chair J eyaraj) V I I I .C O NS E NT AG E ND A All matters listed on the Consent Agenda are considered by the City Council to be routine and will be enacted by one motion in the form listed. A .Minutes of the February 22, 2022 Council Meeting B .Claims Vouchers (Thomas) Claims voucher list dated March 7, 2022 which includes voucher numbers 466990 through 467161, in the amount of $1,843,939.70 and six wire transfers in the amount of $758,066.25. C.P ayroll Vouchers (T homas) P ayroll check numbers 539332 through 539337 in the amount of $543,664.41, electronic deposit transmissions in the amount of $2,198,320.64 for a grand total of $2,741,985.05 for the period covering F ebruary 17, 2022 to March 02, 2022 D.S etting date for Public Hearing for New Cingular W ireless P C S, L L C F ranchise Agreement City Council to set date for Public Hearing for Franchise A greement No. F R N21-0006 for New Cingular W ireless P C S , L L C W ireless Telecommunications Franchise (RE C O M M E ND E D AC T I O N: M ove to approve the Consent Agenda.) I X.UNF INIS HE D B US I NE S S X .RE S O L UT IO NS A .Resolution No. 5651 A Resolution authorizing the Mayor to sign an interlocal agreement admitting the City as a member of the Washington Multi-City B usiness L icense and Tax P ortal A gency (RE C O M M E ND E D AC T I O N: M ove to adopt Resolution No. 5651.) B .Resolution No. 5653 A Resolution authorizing the Mayor to sign an agreement with American Traffic S olutions, I nc., D B A Verra Mobility, for automated traffic safety camera equipment and services in school zones (RE C O M M E ND E D AC T I O N: M ove to adopt Resolution No. 5653.) Page 3 of 138 C.Resolution No. 5652 A Resolution authorizing the Mayor to execute an agreement between the City of A uburn and the A ssociation of Washington Cities for Grant F unding and to expend the funds for Youth S ummer E xperience and E nrichment Programs (RE C O M M E ND E D AC T I O N: M ove to adopt Resolution No. 5652.) X I .M AY O R AND C O UNC I L M E M B E R RE P O RT S At this time the Mayor and City Council may report on significant items associated with their appointed positions on federal, state, regional and local organizations. A .From the Council B .From the M ayor X I I .NE W B US I NE S S X I I I .AD J O URNM E NT Agendas and minutes are available to the public at the City Clerk's Office, on the City website (http://www.auburnwa.gov), and via e-mail. Complete agenda packets are available for review at the City Clerk's Office. Page 4 of 138 AGENDA BILL APPROVAL FORM Agenda Subject: Minutes of the February 22, 2022 Council Meeting Date: March 2, 2022 Department: Administration Attachments: 02-22-2022 Minutes Budget Impact: Current Budget: $0 Proposed Revision: $0 Revised Budget: $0 Administrativ e Recommendation: Background for Motion: Background Summary: Rev iewed by Council Committees: Councilmember:Staff: Meeting Date:March 7, 2022 Item Number:CA.A Page 5 of 138 City Council Meeting February 22, 2022 - 7:00 P M City Hall Council Chambers and Virtual MINUT E S Watch the meeting L I V E ! Watch the meeting video Meeting videos are not available until 72 hours after the meeting has concluded. I .C AL L T O O RD E R I I .P UB L I C PART I C IPAT IO N 1.Public Participation The City Council Meeting was held in person and virtually. A .P ledge of Allegiance Mayor Nancy Backus called the meeting to order at 7:00 p.m. in the Council Chambers of A uburn City Hall, 25 West Main S treet and led those in attendance in the Pledge of Allegiance. B .Roll Call Councilmembers virtually present: Deputy Mayor J ames J eyaraj, L arry B rown, K ate Baldwin, Bob B aggett, Robyn Mulenga, and Yolanda Trout- Manuel. Councilmember Stearns was excused. Mayor Nancy Backus, City Attorney Kendra Comeau, Chief of P olice Mark Caillier, Director of I nnovation and Technology David Travis, I nnovation and Technical Support S pecialist Danika Olson and Deputy City Clerk Teresa Mattingly were in Chambers. The following department directors and staff members attended the meeting virtually: Director of Public Works I ngrid Gaub, Director of Community Development J eff Tate, Director of Parks, Arts, and Recreation Daryl F aber, Director of Finance J amie Thomas, Director of A dministration Dana Hinman, and Outreach P rogram A dministrator Kent Hay. I I I .ANNO UNC E M E NT S, P RO C L AM AT IO NS, AND P RE S E NTAT I O NS A .Homelessness Update Director Hinman and Director Tate provided Council with an update on the City of Auburn's response to homelessness from 2011-2021 and reviewed Page 1 of 5Page 6 of 138 the 2020 Human Services F unding by P riority Area, 2020-2021 Awarded C D B G-C V Funding and the demographics for unsheltered A uburn residents served in 2021 by race/ethnicity. Outreach Coordinator Hay reviewed the Auburn Homeless Person Demographics for 2021 and discussed challenges to get people into housing and or treatment. Council discussed ways to hold homeless individuals accountable, numbers of people who are being helped, the amount of help available, how giving homeless individuals money is adding to the homeless problem, services that are provided once individuals are placed into housing, homelessness in the downtown area, job training programs, funding for the eviction protection program and the hotel purchased by K ing County. I V.AP P O I NT M E NT S A .B oards and Commissions A ppointments City Council to approve the following appointments to B oards and Commissions for three year terms expiring December 31, 2024: Arts Commission Christopher Olds Auburn M unicipal Airport Advisory Board J ustin Heater J ay Miner Councilmember B rown moved and Councilmember Trout-Manuel seconded to approve the B oard and Commission members to a three year term to expire on December 31, 2024. MO T I O N C A R R I E D UNA NI MO US LY. 6-0 V.AG E ND A M O D I F IC AT I O NS There were no modifications to the agenda. V I .C IT IZE N I NP UT, P UB L I C HE ARI NG S AND C O RRE S P O ND E NC E A .P ublic Hearings - (No public hearing is scheduled for this evening.) B .Audience Participation This is the place on the agenda where the public is invited to speak to the City Council on any issue. 1.T he public can participate in-person or submit written comments in advance. Page 2 of 5Page 7 of 138 Hiram Silva Mr. Silva expressed his concern with homelessness and the impact it has on local businesses. B arbara S chwend-Setzer Ms. S chwend-Setzer expressed her concerns regarding noise and safety related to homelessness near the Ames A partments. Garrett Haynes Mr. Haynes expressed his concerns regarding the level of homelessness in Auburn. Mikky Taylor Tallman Mr. Tallman discussed working to help those in the community before concerns become problems. Michael Christenson Mr. Christenson expressed his concerns that homelessness is having on him as a property owner and his Buds & Blooms tenants. B rian Brewster Mr. Brewster expressed his frustration and concerns over the litter problem in Auburn. Cheryl Rakes Ms. Rakes expressed her concerns for the safety of businesses in A uburn due to homelessness. C.Correspondence There was no correspondence for Council to review. V I I .C O UNC I L AD HO C C O M M IT T E E RE P O RT S Council Ad Hoc Committee Chairs may report on the status of their ad hoc Council Committees' progress on assigned tasks and may give their recommendation to the City Council, if any. 1.F inance Ad Hoc Committee (Chair B aggett) Councilmember B aggett, Chair of the Finance ad hoc committee, reported he and Councilmember Baldwin have reviewed the claims and payroll vouchers described on the agenda this evening and recommended their approval. V I I I .C O NS E NT AG E ND A All matters listed on the Consent Agenda are considered by the City Council to be routine and will be enacted by one motion in the form listed. A .Minutes of the February 7, 2022 Regular City Council Meeting Page 3 of 5Page 8 of 138 B .Minutes of the J anuary 24, 2022 and February 14, 2022 S tudy S essions C.Claims Vouchers (Thomas) Claims Voucher list dated F ebruary 22, 2022 which included voucher numbers 466830 through 466989, in the amount of $6,441,077.44, and three wire transfers in the amount of $462,867.02 D.P ayroll Vouchers (T homas) P ayroll check numbers 539324 through 539330 in the amount of $ 75,297.42, electronic deposit transmissions in the amount of $2,403,922.43 also a special payroll for Commissioned P olice Retention B onuses with electronic deposit transmissions in the amount of $527,476.48, for a grand total of $3,006,696.33 for the period covering February 03, 2022 to F ebruary 16, 2022 Deputy Mayor J eyaraj moved and Councilmember B aggett seconded to approve the consent agenda. MO T I O N C A R R I E D UNA NI MO US LY. 6-0 I X.UNF INIS HE D B US I NE S S There was no unfinished business. X .O RD INANC E S A .Ordinance No. 6849 (T homas) A n Ordinance establishing the L ocal S ales and Use Tax Rate for L ocal Revitalization Financing for 2022 Councilmember B aggett moved and Deputy Mayor J eyaraj seconded to adopt Ordinance No. 6849. MO T I O N C A R R I E D UNA NI MO US LY. 6-0 X I .M AY O R AND C O UNC I L M E M B E R RE P O RT S At this time the Mayor and City Council may report on significant items associated with their appointed positions on federal, state, regional and local organizations. A .From the Council Deputy Mayor J eyaraj reported he attended the S ound Cities A ssociation P ublic Relations Committee Councilmember B aggett reported he attended the King County Regional Transit Committee Meeting Page 4 of 5Page 9 of 138 B .From the M ayor Mayor Backus reported attending the Regional P olicy Committee meeting and she participated on the hiring committee for a S HA P E manager. X I I .NE W B US I NE S S There was no new business. A .E xcutive Session Mayor Backus called for E xecutive S ession at 8:35 for 20 minutes per R C W 42.30.110(1)(I ). City Attorney Comeau and Police Chief Caillier were required to attend. Mayor Backus extended the session for an additional 10 minutes. The meeting reconvened at 9:08 p.m. X I I I .AD J O URNM E NT There being no further business to come before the Council, the meeting was adjourned at 9:08 p.m. A P P R O V E D this 7th day of March, 2022. _______________________________ ___________________________ J A ME S J E YA R A J , D E P UT Y MAYO R S hawn Campbell, City Clerk Agendas and minutes are available to the public at the City Clerk's Office, on the City website (http://www.auburnwa.gov), and via e-mail. Complete agenda packets are available for review at the City Clerk's Office. Page 5 of 5Page 10 of 138 AGENDA BILL APPROVAL FORM Agenda Subject: Claims Vouchers (Thomas) Date: March 2, 2022 Department: Finance Attachments: No Attachments Av ailable Budget Impact: Current Budget: $0 Proposed Revision: $0 Revised Budget: $0 Administrativ e Recommendation: Approve Claims Vouchers Background for Motion: Background Summary: Claims voucher list dated March 7, 2022 which includes voucher numbers 466990 through 467161, in the amount of $1,843,939.70 and six wire transfers in the amount of $758,066.25. Rev iewed by Council Committees: Councilmember:Baggett Staff:Thomas Meeting Date:March 7, 2022 Item Number:CA.B Page 11 of 138 AGENDA BILL APPROVAL FORM Agenda Subject: Payroll Vouchers (Thomas) Date: March 2, 2022 Department: Finance Attachments: No Attachments Av ailable Budget Impact: Current Budget: $0 Proposed Revision: $0 Revised Budget: $0 Administrativ e Recommendation: Approve Payroll Vouchers Background for Motion: Payroll check numbers 539332 through 539337 in the amount of $543,664.41, electronic deposit transmissions in the amount of $2,198,320.64 for a grand total of $2,741,985.05 for the period covering February 17, 2022 to March 02, 2022 Background Summary: Rev iewed by Council Committees: Councilmember:Baggett Staff:Thomas Meeting Date:March 7, 2022 Item Number:CA.C Page 12 of 138 AGENDA BILL APPROVAL FORM Agenda Subject: Setting date for Public Hearing for New Cingular Wireless PCS, LLC Franchise Agreement Date: February 28, 2022 Department: Public Works Attachments: No Attachments Av ailable Budget Impact: Current Budget: $0 Proposed Revision: $0 Revised Budget: $0 Administrativ e Recommendation: City Council to set the date of the Public Hearing for Franchise Agreement No. FRN21-0006 for New Cingular Wireless PCS, LLC Wireless Telecommunications Franchise for March 21, 2022, at 7:00 pm. Background for Motion: Background Summary: Section 20.04.040 of the Auburn City Code requires the City to hold a public hearing before granting or denying a franchise agreement. Staff requests that the City Council set the date of the public hearing for Franchise Agreement No. FRN21-0006 for New Cingular Wireless PCS, LLC Wireless Telecommunications Franchise for March 21, 2022 at 7:00 pm. Section 20.02.040 of the Auburn City Code requires a franchise for any telecommunications carrier or operator to use public ways of the City and to provide telecommunications services to any person or areas inside or outside of the City. New Cingular Wireless PCS, LLC. has applied for a new franchise agreement to continue to operate their existing wireless telecommunications site located in the public way of Auburn Way North, north of 26th Street NE as their current franchise agreement is set to expire in the near future. New Cingular Wireless PCS, LLC currently provides wireless voice, data and communications services, including commercial radio and mobile data services from the existing facility. The proposed agreement is consistent with the City’s standard franchise agreement language. Rev iewed by Council Committees: Councilmember:Stearns Staff:Gaub Meeting Date:March 7, 2022 Item Number:CA.D Page 13 of 138 Page 14 of 138 AGENDA BILL APPROVAL FORM Agenda Subject: Resolution No. 5651 Date: February 28, 2022 Department: Finance Attachments: Res olution No. 5651 Exhibit A Exhibit B Exhibit C Budget Impact: Administrativ e Recommendation: City Council to adopt Resolution No. 5651 Background for Motion: Resolution No. 5651 allows the City to join the Multi-City Business License and Tax Portal Agency as Principal Agency which grants the City and its businesses access to a customized online portal for online business and occupation tax filing and payments. Background Summary: Resolution No. 5651 authorizes the City’s partnership with the Multi-City Business License and Tax Portal Agency. The Multi-City Business License and Tax Portal Agency is an interagency consortium that provides a consolidated, front-end customer portal (FileLocal) for filing and remitting business and occupation taxes, business licensing renewals, and other city-specific taxes. The agency provides an efficient and consolidated online tax reporting platform for businesses. It also provides a great benefit for cities through its comprehensive data collection and payment processing portal, which helps automate a large volume of data collected in a short period of time. In May 2021 the City Council adopted a City Business and Occupation Tax Code. The City of Auburn will greatly benefit from being able to participate in the Multi-City Business License and Tax Portal Agency and utilize the custom platform, FileLocal, for business and occupation tax filing. The Multi-City Business License and Tax Portal Agency’s executive board, consisting of 11 Puget Sound cities, passed the City of Auburn’s admission on December 16, 2021. Being a Principal Agency will allow the city to have a vote and influence over prioritizing improvements, enhancements, and system fixes. Rev iewed by Council Committees: Councilmember:Baggett Staff:Thomas Meeting Date:March 7, 2022 Item Number:RES.A Page 15 of 138 Page 16 of 138 ----------------------------- Resolution No. 5651 March 3, 2022 Page 1 of 3 RESOLUTION NO. 5651 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR TO SIGN AN INTERLOCAL AGREEMENT ADMITTING THE CITY AS A MEMBER OF THE WASHINGTON MULTI-CITY BUSINESS LICENSE AND TAX PORTAL AGENCY WHEREAS, the City established its business and occupation (B&O) tax and corresponding administrative provisions in Ordinance No. 6814; WHEREAS, in a 2014 interlocal agreement, Seattle, Bellevue, Everett and Tacoma created the Washington Multi-City Business License and Tax Portal Agency (the Agency) to assist cities and B&O taxpayers by establishing a uniform municipal B&O tax reporting and payment system (known as “FileLocal”). The FileLocal system is an efficient and simplified way for taxpayers to report and pay municipal B&O taxes. Under the interlocal agreement, participating cities share the cost of operating the FileLocal system in accordance with their respective shares of total system tax filings. The 2014 interlocal agreement is attached as Exhibit A to this Resolution; WHEREAS, section 8 of the interlocal agreement allows the Agency to admit additional city members through agreement addendums signed by appropriate city officials. Since 2014, Renton, Des Moines, Lake Forest Park and Kent have also joined the Agency; WHEREAS, in December 2021, the Agency adopted Resolution FL2021- 04 approving the City’s Agency admission, conditioned upon the City executing Page 17 of 138 ----------------------------- Resolution No. 5651 March 3, 2022 Page 2 of 3 an interlocal agreement addendum. The Agency’s approval resolution of approval and the required agreement addendum are respectively attached to this Resolution as Exhibits B and C; WHEREAS, the City desires to join the Agency so that its B&O taxpayers may use the Agency’s FileLocal system to report and pay City B&O taxes required by Ordinance No. 6814. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, HEREBY RESOLVES as follows: Section 1. The Mayor is authorized to sign the addendum to the Washington Multi-City Business License and Tax Portal Agency Interlocal Agreement attached as Exhibit C to this Resolution, so that the City can be added as a member of the Washington Multi-City Business License and Tax Portal Agency. Section 2. The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directions of this legislation, to include signing additional documents necessary to effectuate the City’s admission as an Agency member. Page 18 of 138 ----------------------------- Resolution No. 5651 March 3, 2022 Page 3 of 3 Section 3. That this Resolution shall take effect and be in full force upon passage and signatures. Dated and Signed this _____ day of _________, 2022. CITY OF AUBURN NANCY BACKUS MAYOR ATTEST: APPROVED AS TO FORM: ____________________________ ____________________________ Shawn Campbell, MMC, City Clerk Kendra Comeau, City Attorney Page 19 of 138 Page 20 of 138 Page 21 of 138 Page 22 of 138 Page 23 of 138 Page 24 of 138 Page 25 of 138 Page 26 of 138 Page 27 of 138 Page 28 of 138 Page 29 of 138 Page 30 of 138 Page 31 of 138 Page 32 of 138 Page 33 of 138 Page 34 of 138 Page 35 of 138 Page 36 of 138 Page 37 of 138 Page 38 of 138 Page 39 of 138 Page 40 of 138 Page 41 of 138 Page 42 of 138 Page 43 of 138 Page 44 of 138 Page 45 of 138 Page 46 of 138 Page 47 of 138 Page 48 of 138 Page 49 of 138 Page 50 of 138 Page 51 of 138 Page 52 of 138 Page 53 of 138 Page 54 of 138 Page 55 of 138 Page 56 of 138 Page 57 of 138 Page 58 of 138 Page 59 of 138 Page 60 of 138 Page 61 of 138 Page 62 of 138 Page 63 of 138 Page 64 of 138 Page 65 of 138 Page 66 of 138 Page 67 of 138 Page 68 of 138 Page 69 of 138 Page 70 of 138 Page 71 of 138 Page 72 of 138 Page 73 of 138 Page 74 of 138 Page 75 of 138 Page 76 of 138 Page 77 of 138 Page 78 of 138 Page 79 of 138 Page 80 of 138 Page 81 of 138 Resolution No. FL2021-04 Page 1 of 2 RESOLUTION NO. FL2021-04 1 2 A Resolution of the Washington Multi-City 3 Business License and Tax Portal Agency 4 Executive Board Approving the Addition of the 5 City of Auburn as a Principal City. 6 7 Whereas, the Washington Multi-City Business License and Tax Portal Agency 8 (“Agency”) was originally established under the Interlocal Agreement By and Between the 9 Cities of Bellevue, Everett, Seattle, and Tacoma, dated March 1, 2014 (“Interlocal 10 Agreement”); and 11 12 Whereas, Section 8.c. and 8.d. of the Interlocal Agreement authorize the 13 Executive Board of the Agency to approve, by super-majority vote, the admission of new 14 cities as either Principals and Subscribers; and 15 16 Whereas, the City of Auburn has indicated its interest and desire to become a 17 Principal of the Agency, and its willingness to execute the Interlocal Agreement, upon 18 approval of its legislative body, and to fulfill any and all financial terms and conditions 19 included therein as the Executive Board may deem appropriate and consistent with the 20 Agency’s Bylaws and Portal Operations Policy; 21 22 Now Therefore, BE IT RESOLVED by the Executive Board of the Washington 23 Multi-City Business License and Tax Portal Agency: 24 25 SECTION 1. The Executive Board hereby approves admission of the City of 26 Auburn, Washington, as a Principal of the Agency, pursuant to Section 8 of the ILA. 27 28 SECTION 2. The addition of the City of Auburn as a Principal City is conditioned 29 upon the consent of the Auburn City Council to the terms of the ILA. The Mayor of the 30 Page 82 of 138 Page 83 of 138 FL2022-04 Attachment A FIFTH ADDENDUM TO PAGE 31 OF THE WASHINGTON MULTI-CITY BUSINESS LICENSE AND TAX PORTAL AGENCY INTERLOCAL AGREEMENT DATED MARCH 1, 2014 TO ADD CITY OF AUBURN AS A PRINCIPAL. Pursuant to FileLocal Resolution 2021-04 and Section 8 of the foregoing, this Agreement has been executed by the City of Auburn to become a Principal city on the date set forth below: City of Auburn ________________________________ City Manager [or title] ________________________________ Date Page 84 of 138 AGENDA BILL APPROVAL FORM Agenda Subject: Resolution No. 5653 Date: March 1, 2022 Department: Public Works Attachments: Res olution No. 5653 Exhibit 1 Budget Impact: Current Budget: $0 Proposed Revision: $0 Revised Budget: $0 Administrativ e Recommendation: City Council adopt Resolution No. 5653. Background for Motion: The goal of the program is to encourage motorists to comply with the reduced speed limit within school zones to improve safety. American Traffic Solutions, DBA Verra Mobility, was identified as the preferred vendor for this service. Subsequent negotiations with Verra Mobility resulted in a proposed contract for automated traffic safety camera equipment and services. Background Summary: Council discussed the proposed photo enforcement program for school zone safety cameras at Council Study Sessions on October 26, 2020, February 14, 2022, and February 28, 2022. A copy of the agreement was provided to Council at the February 28, 2022 Study Session for discussion. Resolution No. 5653 authorizes the Mayor to sign an agreement with American Traffic Solutions, Inc., DBA Verra Mobility, for automated traffic safety camera equipment and services in school zones. Rev iewed by Council Committees: Councilmember:Stearns Staff:Gaub Meeting Date:March 7, 2022 Item Number:RES.B Page 85 of 138 ----------------------------- Resolution No. 5653 March 1, 2022 Page 1 of 2 RESOLUTION NO. 5653 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR TO SIGN AN AGREEMENT WITH AMERICAN TRAFFIC SOLUTIONS, INC. FOR AUTOMATED TRAFFIC SAFETY CAMERA EQUIPMENT AND SERVICES WHEREAS, City traffic safety and enforcement goals include encouraging motorists to comply with traffic laws compliance and reducing the number of traffic infractions in school zones to improve safety; WHEREAS, in accordance with these goals, the City desires to establish and implement an automated traffic safety camera program in accordance with RCW 46.63.170 and ACC 10.42; WHEREAS, on January 26, 2021, the City issued a request for proposals (RFP) to qualified vendors who could provide the City with the equipment and services needed to establish and automated traffic safety camera program ; WHEREAS, American Traffic Solutions, Inc., d/b/a Verra Mobility (“Verra”) responded to the City’s RFP with a proposal most advantageous to the City. Subsequent negotiations with Verra resulted in a proposed contract for automated traffic safety camera equipment and services. The proposed contract is attached as Exhibit 1 to this Resolution; WHEREAS, the City wishes to enter the proposed contract with Verra for the development and operation of an automated traffic safety camera program. Page 86 of 138 ----------------------------- Resolution No. 5653 March 1, 2022 Page 2 of 2 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, HEREBY RESOLVES as follows: Section 1. On behalf of the City, the Mayor is authorized to sign the contract with American Traffic Solutions, Inc., d/b/a Verra Mobility, attached as Exhibit 1 to this Resolution. Section 2. The Mayor is authorized to implement such administrative procedures as may be necessary to carry out the directions of this legislation. Section 3. This Resolution shall take effect and be in full force upon passage and signatures. Dated and Signed this _____ day of _________, 20 22. CITY OF AUBURN NANCY BACKUS MAYOR ATTEST: APPROVED AS TO FORM: ____________________________ ____________________________ Shawn Campbell, MMC, City Clerk Kendra Comeau, City Attorney Page 87 of 138 PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement includes the attached Exhibits (“Agreement”) and is made by and between American Traffic Solutions, Inc., doing business as Verra Mobility, (“Verra Mobility”) and the City of Auburn, Washington (“City”). WITNESSETH: WHEREAS, Traffic enforcement is an integral part of traffic safety; WHEREAS, the City traffic safety and enforcement goals are to encourage compliance with traffic laws and reduce the number of infractions in school zones to improve safety; WHEREAS, City desires to implement a photo enforcement program to enforce traffic violations within school zones (the “Program”) in accordance with RCW §46.163.170 and Auburn City Code Chapter. 10.42; WHEREAS, the City identified the need to supplement the traffic enforcement efforts with a photo enforcement program, which must have a cost equal to or less than the program revenues, and aligns with the City’s equity goals; WHEREAS, Verra Mobility has the exclusive possession and ownership of the AxsisTM System, including certain knowledge, equipment, licenses, and the processes for processing Violations; WHEREAS, the City desires to use the Camera Systems together with the Axsis System to monitor and enforce traffic Violations and to issue Citations for traffic Violations as part of its Program; WHEREAS, the City issued a Request for Proposals dated on or about January 26, 2021 to which Verra Mobility responded and under which the City awarded this Agreement. NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby admitted and acknowledged, the parties agree as follows: By signing below, the parties agree to the terms and conditions of this Agreement. Each individual signing below represents that such individual has the requisite authority to execute this Agreement on behalf of the entity which such individual represents and that all the necessary formalities have been met. Exhibit 1 Page 88 of 138 ____________________________________________________________________________________ Page 2 of 21 I. DEFINITIONS As used in this Agreement, the following words and terms shall, unless the context otherwise requires, have the respective meanings provided below: “Approach”: One (1) direction of travel on a road or a traffic intersection including up to four (4) contiguous lanes and, if applicable controlled by up to two (2) signal phases, on which a Camera System may be installed or deployed upon the mutual agreement of the parties. “Axsis” or “Axsis System”: The proprietary back-end system that processes Events and Violations, including the printing and mailing of Citations, the generation of evidence packages, and that provides system generated reports of Violation counts. “Business Hours”: Eight (8) hours per day, Monday through Friday, excluding weekends and holidays. “Business Rules”: The Business Rules Questionnaire to be completed by City and delivered to Verra Mobility setting forth the business rules for the implementation and operation of the Program. “Camera System” or “Camera”: A photo-enforcement monitoring device consisting of one (1) rear camera, strobe (if applicable), and traffic monitoring device (including the wiring associated with each) capable of accurately detecting a Violation on an Approach with one (1) to four (4) contiguous lanes, depending on the Camera System configuration, which records such data with one (1) or more images of such vehicle. “Camera System”, where the context requires, also includes any enclosure or cabinet, wiring, and related appurtenances in which the equipment is stationed. “Camera System” refers to the Fixed Speed Safety Camera System-. “Change Order Notice”: Written notice from City requesting changes to the work required to be performed or the addition of products or services to those required pursuant to the terms of this Agreement, setting forth in reasonable detail the proposed changes. “Change Order Proposal”: A written statement from Verra Mobility describing the cost of the changes to the work or addition of products or services requested by City in a Change Order Notice. “Citation”: A citation, notice of violation, notice of infraction, notice of liability or equivalent instrument issued by a competent state, county or municipal law enforcement agent or agency or by a court of competent jurisdiction relating to a Violation documented or evidenced in Axsis. “Event”: A potential Violation captured by the Camera System. “Fees”: The amount payable by City to Verra Mobility for equipment, services, and maintenance as set forth in EXHIBIT A. “Fixed Speed Safety Camera System”: A Camera System that uses radar, or other vehicle detection technology, to capture the speed of a motor vehicle and generates recorded images of a Violation, and is installed on a mutually agreed upon Approach. “Laws”: all federal, state, or local, laws, ordinances, regulations, and orders. “Notice to Proceed”: Written confirmation from City that Verra Mobility may proceed with the installation or deployment of a given Camera System, a form of which is attached as EXHIBIT C. Page 89 of 138 ____________________________________________________________________________________ Page 3 of 21 “Owner”: The owner(s) of a motor vehicle as shown by the motor vehicle registration records of the motor vehicle department or the analogous agency of another state or country, including a lessee of a motor vehicle under a lease of six months or longer. “Paid Citation”: A situation where the Person cited has paid any portion of the penalty, fine, funds, fees or costs associated with the particular Citation. “Person” or “Persons”: Any individual, partnership, joint venture, corporation, limited liability company, trust, unincorporated association, governmental authority or political subdivision thereof or any other form of entity. “Photo Enforcement Infrastructure”: foundation, conduit, and other below-grade infrastructure associated with installing Camera Systems. “Program Revenue”: Any penalty, fine, funds, fees or costs paid by a violator for any reason related to any Violation. “Project Time Line”: The initial schedule and timelines required to begin the implementation of City’s project, as mutually agreed upon by the parties. The initial project timeline will be prepared assuming the active cooperation and engagement of the Program stakeholders set forth in Section 2.1.2 of EXHIBIT B. “System”: A Camera System and the related Infrastructure. “Violation”: A failure to obey an applicable traffic law or regulation, including, without limitation, operating a motor vehicle in excess of the posted speed limit, as determined in City’s sole discretion. II. GENERAL TERMS AND CONDITIONS 1. Verra Mobility AGREES TO PROVIDE: The scope of work identified in EXHIBIT B, Section 1. 2. CUSTOMER AGREES TO PROVIDE: The scope of work identified in EXHIBIT B, Section 2. 3. TERM: This Agreement shall commence upon the Effective Date and shall continue for a term of five (5) years beginning on the first day of the month following the first-issued Citation and may be renewed for up to two (2) two (2) year renewal terms upon the written agreement of the parties. 4. FEES AND PAYMENT: 4.1 City shall pay for all equipment, services and maintenance based on the fee schedule indicated in EXHIBIT A, Service Fee Schedule 1. 4.2 Invoices shall be in standard Verra Mobility format and provided electronically. 4.3 City shall pay all Fees due Verra Mobility based upon invoices from the preceding month within thirty (30) days of submission. Page 90 of 138 ____________________________________________________________________________________ Page 4 of 21 4.4 Verra Mobility’s Fees will be fixed for the first term (5 years) of this Agreement and thereafter unit prices will be increased annually by the Consumer Price Index (CPI) according to the average change during the prior twelve (12) months in the CPI for All Urban Consumers (CPI-U) for U.S. City average, as published by the Bureau of Labor Statistics, U.S. Department of Labor for the Services category listed under Commodity and Service Group. 4.5 Flexible Payment Plan: (i) Generally. During the term of this Agreement, City may make monthly payments to Verra Mobility under a Flexible Payment Plan (FPP). Under the FPP, the City is entitled to retain twenty-five (25%) of the collected monthly Program Revenue prior to paying Verra Mobility its monthly Fees and City may defer payments due and owing to Verra Mobility during the term of the Agreement if the Remaining Program Revenue (i.e., the remaining 75% of the monthly Program Revenue collected by City) is insufficient to cover the Fees due Verra Mobility for the month. After every 12 monthly invoices, reconciliation of the FPP will occur and the accrued balance due to Verra Mobility will be set to $0 after the reconciliation is complete. Any Program Revenue amounts City collects after the term of this Agreement expires shall not be considered in this section 4.5. City agrees and understands that the FPP shall be applied in the aggregate across all installed Camera Systems and will not be applied on a per Camera System basis or on a per month basis. (ii) FPP Accounting and reconciliation. For each reconciliation of the FPP, Verra Mobility will provide a separate reconciliation invoice that indicates the outstanding reconciliation amount due from the City. The outstanding reconciliation amount will be calculated by subtracting 75% of the total program revenues collected by the City during the billing period of the last 12-monthly invoices from the total fee due from the same period. If the outstanding reconciliation amount is equal or less than $0.00, no reconciliation payment will be due and the reconciliation will be complete. If the outstanding reconciliation amount is greater than $0.00, the City shall pay Verra Mobility the outstanding reconciliation amount and the reconciliation will be complete. a) Monthly Program Revenue equals or exceeds monthly invoice amount. If the amount of program revenue City collects from all Camera Systems combined during the same month less 25% (to account for City’s operating expenses) equals or exceeds the amount of the Verra Mobility invoice for the same month, City shall pay Verra Mobility the total amount due on the invoice. Upon full payment of such invoice, City shall be entitled to retain all additional Program Revenue collected. b) Remaining Program Revenue is less than monthly invoice amount. If the total amount of revenue collected from all Camera Systems combined during the same month less 25% (to account for City’s operating expenses) is less than the amount of the Verra Mobility invoice for the same month, City shall pay Verra Mobility its collected Remaining Program Revenue for that month and City may defer payment of the remaining invoice balance until the next FPP reconciliation. c) Required FPP accounting information. If opting to use a FPP, City shall provide Verra Mobility with a record of Program Revenue including payments it receives directly or from the Courts and from Verra Mobility to accurately determine the amount of its Program Revenue collected. (iii) Reconciliation of Program Revenue and invoice balances owed. Annually throughout the term of this Agreement, City invoice amounts due to Verra Mobility will be reconciled with the Remaining Program Revenue City has collected for the year. If City’s collected Remaining Program Revenue exceeds its amounts due pursuant to Exhibit A, City shall be entitled to retain this excess amount Page 91 of 138 ____________________________________________________________________________________ Page 5 of 21 in accordance with applicable law. Annual reconciliations under this paragraph shall be conducted independent of one another and resulting balances in one annual reconciliation shall not be used to compute and shall not otherwise affect any other annual reconciliation or its resulting balance. The first annual reconciliation shall be 12 months from the date of the first-issued Citation. 4.6 Flexible Payment Plan – Limitations. Paragraph 4.5 shall not apply if: (1) City elects not to issue a legally enforceable citation to a customer as determined by the City; (2) City elects not to pursue collections on more than ten percent (10%) of unpaid Violations when contractually obligated to do so; (3) City waives and/or fails to timely process more than ten percent (10%) of valid Violations forwarded to the Police for acceptance according to the Business Rules defined by the City prior to the start of the program; (4) City does not provide Verra Mobility with access to an accurate accounting of all payments received other than received directly by Verra Mobility; or (5) City directs Verra Mobility to not deploy and operate each Camera System each day as authorized by RCW § 46.163.170 and ACC Chapter 10.42. 5. COMMUNICATION OF INFORMATION: Verra Mobility will comply with reasonable requests from City for information obtained by Verra Mobility through operation of the Camera Systems or the Axsis System. Verra Mobility reserves the right to assess a fee for such services if such information is requested by a third-party or if City could retrieve the information from the Axsis System without the assistance of Verra Mobility. Verra Mobility will not be under any obligation to provide information directly to non-City requesting parties. For any non-City requests for information Verra Mobility shall work collaboratively with City to provide requested information in a timely manner. If Verra Mobility agrees to provide information to a third party, City shall review and approve Verra Mobility directly disclosing such information. Nothing in this paragraph shall be construed contrary to the terms and provisions of any public records laws, insofar as they may be applicable. 6. CONFIDENTIALITY: No information given by Verra Mobility to City will be of a confidential nature, unless specifically designated in writing as proprietary or confidential by Verra Mobility (“Verra Mobility Confidential Information”). If, however, Verra Mobility does designate certain information as proprietary or confidential, City shall treat the received information as confidential to the extent it is legally able to do so. If a protective order or other confidential treatment is not obtained or if Verra Mobility waives its rights under this paragraph, City agrees to furnish only so much of the Verra Mobility Confidential Information as it is legally required to furnish. Nothing in this paragraph shall be construed contrary to the terms and provisions of any public records laws, insofar as they may be applicable. 7. OWNERSHIP OF SYSTEM: Under all circumstances, Verra Mobility shall retain ownership of all Camera Systems and the Axsis System, and provided for use by the City under the terms and conditions of this Agreement. In order to carry out the purposes of this Agreement, for the term of this Agreement, Verra Mobility grants City a non-exclusive, non-transferable license to use the Axsis System. On and as of the date o f termination of this Agreement, Verra Mobility shall remove all installed photo enforcement infrastructure and substantially restore sites to pre-installation condition. Verra Mobility shall retain the ownership rights to all metadata, business intelligence, or other analytics obtained, gathered, or mined by Verra Mobility from the data captured by the Camera Systems and the Axsis System. Furthermore, Verra Mobility has a right to use non-personalized and aggregated Program data for its internal business purposes, analytics, statistical analysis, and to perform analyses which would further City’s Program. Page 92 of 138 ____________________________________________________________________________________ Page 6 of 21 8. INDEMNIFICATION AND LIABILITY: 8.1 Verra Mobility shall defend, indemnify and hold the City, its officers, officials, employees and volunteers harmless from any and all third-party claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of the Consultant in performance of this Agreement, except for injuries and damages caused by the acts, errors, or omissions of the City. However, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, and volunteers, the Consultant's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Consultant’s negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant’s waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 8.2 Indemnification Procedures. In the event of any Claim in respect of which any party hereto seeks indemnification from the other, the party seeking indemnification (the "Indemnified Party") shall give the party from whom indemnification is sought (the "Indemnifying Party") written notice of such Claim promptly after the Indemnified Party first becomes aware thereof; provided, however, that failure to give such notice shall not preclude indemnification with respect to such Claim except to the extent of any additional or increased Losses or other actual prejudice directly caused by such failure. The Indemnifying Party and the Indemnified Party shall cooperate in the defense or settlement of any Claim and no party shall have the right to enter into any settlement agreement that materially affects the other party's material rights or material interests without such party's prior written consent, which consent shall not be unreasonably withheld or delayed. 9. INSURANCE: Verra Mobility shall maintain the following minimum scope and limits of insurance: 9.1 Commercial General Liability Insurance: of $5,000,000 per occurrence, $5,000,000 general aggregate. 9.2 Technology Errors & Omissions (E&O): $1,000,000 per claim and $1,000,000 policy aggregate limit. 9.3 Network Security (Cyber) and Privacy Insurance: $2,000.000 per claim $2,000,000 policy aggregate for network security and privacy coverage, $100,000 per claim for regulatory action (fines and penalties), and $100,000 per claim for event management services. 9.4 Workers’ Compensation as required by applicable state law. 9.5 Business Automobile Liability Insurance for all owned, non-owned and hired automobiles and other vehicles used by Verra Mobility with a minimum $1,000,000 per occurrence combined single limit bodily injury and property damage. 9.6 City shall be named as additional insured on the Commercial General Liability policies using ISO Form G20 26 07/04 or coverage at least as broad provided by Verra Mobility under this Agreement. 9.7 Certificates of Insurance showing Verra Mobility is carrying the above-described insurance, and amendatory endorsements, evidencing the additional insured status required above, shall be furnished to City within thirty (30) calendar days after the Effective Date of this Agreement. Page 93 of 138 ____________________________________________________________________________________ Page 7 of 21 9.8 Notwithstanding anything to the contrary in this Agreement, neither party shall be liable to the other, by reason of any representation or express or implied warranty, condition or other term or any duty at common or civil law, for any indirect, incidental, special, or consequential damages, or lost profits, lost fines, or lost data however caused and on any theory of liability, arising out of or relating to this Agreement. 10. LIMITED WARRANTY: Except as expressly provided in this Agreement and Verra Mobility’s response to City’s invitation to bid, Verra Mobility makes no warranties of any kind, express or implied, including, but not limited to, the warranties of merchantability and fitness for particular purpose, with respect to the Camera Systems, the Axsis system, or any related equipment or software, or with respect to the results of the program. The City acknowledges that at times such systems and related equipment and software may malfunction or otherwise not operate as anticipated. Verra mobility shall diligently endeavor to correct any such malfunction as required in Subsection 1.1.9 of Exhibit B of this Agreement. 11. STATE LAW TO APPLY: This Agreement shall be construed under and in accordance with the laws of the State of Washington. 12. DISPUTE RESOLUTION: 12.1 Mediation. All disputes arising out of or in connection with the Agreement that the parties are unable to resolve through mutual good faith negotiations shall be attempted to be settled through professionally-assisted mediation, with a mediator acceptable to both parties. The mediation will be treated as a settlement discussion and therefore will be confidential, except to the extent that RCW 42.56 may apply. The mediator may not testify for either party in any later proceeding relating to the dispute. No recording or transcript shall be made of the mediation proceedings. Each party will bear its own costs in the mediation. The fees and expenses of the mediator will be shared equally by the parties. 12.2 Arbitration. Failing resolution through negotiation or mediation, dispute shall be submitted to binding arbitration in accordance with the Arbitration Rules for Professional Accounting and Related Services Disputes of the American Arbitration Association (“AAA Rules”), as the parties agree. The place of arbitration will be mutually agreed upon within fourteen (14) days of a decision to seek arbitration. 12.3 In an agreed arbitration, the arbitrator’s decision shall follow the plain and natural meaning of the relevant documents and shall be final and binding. The arbitrator will have no power to award punitive damages except as specifically allowed by Washington law. 12.4 Except as RCW 42.56 may apply, all aspects of the arbitration will be confidential. Neither the parties nor the arbitrator may disclose the existence, content or results of the arbitration, except as may be necessary to comply with legal or regulatory requirements. 12.5 Each party will promptly pay its share of all arbitration fees and costs, provided that such fees and costs shall be recoverable by the prevailing party as determined by the arbitrator. If a party fails to pay such share promptly upon demand, the arbitrator shall, upon written request by the other party, enter a final and binding decision against the nonpaying party for the full amount of such share, together with an award of attorneys’ fees and costs incurred by the other party in obtaining such decision, which decision may be entered in any court of competent jurisdiction. Except for the failure of a party to pay arbitration fees and costs that requires resort to the arbitrator to order such payment, the parties will bear their own attorneys’ fees in any matter or dispute under this Agreement. Page 94 of 138 ____________________________________________________________________________________ Page 8 of 21 12.6 Failing an agreement to arbitration, the parties may seek resolution of any remaining dispute by filing an action in a court of competent jurisdiction. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Washington. Venue for any action under this Agreement shall be in King County, Washington. 13. CHANGE ORDERS: City may request the addition of any products or services that Verra Mobility provides or other changes to the scope of work to be performed under this Agreement by providing a Change Order Notice to Verra Mobility. Upon Verra Mobility’s receipt of the Change Order Notice, Verra Mobility shall deliver to City a Change Order Proposal. Following City’s receipt of the Change Order Proposal, the parties shall negotiate in good faith regarding a plan and schedule for implementation of the proposed changes; the time, manner and amount of payment or price and any other matters relating to the proposed changes. Any Change Order Proposal mutually agreed to by the parties in writing shall be incorporated as an addendum to this Agreement. 14. TERMINATION: 14.1 Verra Mobility’s services may be terminated: (i) By mutual written consent of the parties; or (ii) For material breach of this Agreement by either party, where the other party fails in any material way to perform its obligations under this Agreement. a) Where City is in breach of this Agreement for non-payment of Fees to Verra Mobility, Verra Mobility may exercise any or all of the following remedies: (1) provide City written notice and thirty (30) days to cure before suspending performance and turning off the Camera Systems; (2) terminate this Agreement for cause where City’s account remains delinquent ninety (90) days after written notice; and (3) in addition to the foregoing, seek any other available remedies at law or equity. b) Termination under this Subsection 14.1(ii) for any reason other than non-payment of Fees by City is subject to the condition that the terminating party notifies the other party of its intent to terminate, stating with reasonable specificity the grounds therefore, and the other party fails to cure the default within forty-five (45) days after receiving written notice. (iii) In the event of termination by Verra Mobility under Subsection 14.1(ii) for breach by City (including non-payment of Fees), City shall pay Verra Mobility an early termination fee based on a price of $105,000 per Fixed Speed Safety Camera System, amortized over sixty (60) months on a straight-line basis. The amortization schedule for said costs shall be reduced proportionally for each month each Camera System is installed. (iv) City recognizes the substantial upfront costs Verra Mobility will incur to procure, provide and install Camera Systems. City therefore agrees that any Camera Systems that City authorizes through a Notice to Proceed shall remain installed and operational for the duration of the term, unless otherwise mutually agreed. Verra Mobility will bill a restocking or standby fee for any upfront costs associated with the Camera System(s), vehicle(s), or other equipment in the event City terminates or suspends a Notice to Proceed. 14.2 Upon termination of this Agreement, including because it has reached the end of its term, the parties recognize that City will have to process Events captured prior to the end of the term of the Agreement”. Accordingly, the parties shall take the following actions and shall have the following Page 95 of 138 ____________________________________________________________________________________ Page 9 of 21 obligations, which survive termination during the wind-down period as provided in Subsections 14.2(ii), 1.2(iii) and Section 178 of this Agreement: (i) City shall cease using the Camera System to capture Events. (ii) Unless it is unlawful to do so, Verra Mobility will, for a period of ninety (90) days, continue to process all Events captured before termination and provide all services associated with processing in accordance with this Agreement and shall be entitled to a monthly flat fee of $10,000 per month during the ninety (90) day period. After such ninety (90) day period, Verra Mobility will terminate all use of the Axsis System for City’s Program and upon such termination the City shall no longer have access to the Axsis System, including violationinfo.com website, and related lockbox shall no longer be capable of accepting payments, and all violation data shall be provided to the City pursuant to section 17 of this Agreement. (iii) City shall return or allow Verra Mobility to recover all provided equipment within a reasonable time not to exceed ninety (90) days. 14.3 In the event of termination by Verra Mobility for non-payment of Fees by City, Verra Mobility shall cease processing Events as of the date of termination. 15. LIMITED AGENCY: City hereby grants Verra Mobility the authority to act on its behalf as a limited agent of City, and shall cause the applicable law enforcement agency to grant Verra Mobility the authority to act as a limited agent of the law enforcement agency, for the purposes of (i) facilitating establishment and maintaining bank accounts and delivering payment/transfer instructions, if applicable; (ii) access to DMV records; and (iii) generating and administratively processing recorded images of Events as described in this Agreement and the Business Rules. Verra Mobility and its employees, contractors, agents and servants will in no event be considered to be employees, agents (other than in the limited capacity described herein), or servants of City. This Agreement does not and shall not be interpreted as creating a general agency relationship between Verra Mobility and City. 16. USE OF SUBCONTRACTORS: From time to time, Verra Mobility may subcontract certain services provided under this Agreement without notice to or consent of City. 17. DATA RETENTION: Subject to litigation holds, court orders, changes in Law, or other legal requirements applicable to Verra Mobility, Verra Mobility shall maintain the categories of data set forth under the heading “Type of Record” for the periods of time set forth under the heading “Minimum Verra Mobility Retention Period” on EXHIBIT E during the term of this Agreement. Within one hundred-twenty (120) days of the later of the termination of this Agreement or the termination of any wind-down period, Verra Mobility shall at its option either (i) place the Violation Images, Non-Violation Images, Individually Identifiable Violation Records, and Individually Identifiable Non-Violation Records (each as described on EXHIBIT E), not previously disposed of in accordance with the data retention schedule at a secured location with SFTP access or (ii) provide City with a hard-drive containing the Violation Images, Non-Violation Images, Individually Identifiable Violation Records, and Individually Identifiable Non-Violation Records, where City shall have ninety (90) days to retrieve and validate the information. After ninety (90) days, Verra Mobility shall delete all data from the SFTP location (if applicable) and shall have no further data retention obligations to City with respect to such data. Page 96 of 138 ____________________________________________________________________________________ Page 10 of 21 18. ASSIGNMENT: Neither party may assign all or any portion of this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. However, for business financing purposes or other corporate reorganizational purposes, Verra Mobility may sell, assign, transfer or convey any interest in this Agreement in whole or in part without the written consent of City. 19. FORCE MAJEURE: Neither party will be liable to the other or be deemed to be in breach of this Agreement for any failure or delay in rendering performance arising out of causes beyond its reasonable control and without its fault or negligence. Such causes may include but are not limited to, acts of God or the public enemy, terrorism, significant fires, floods, earthquakes, hurricanes, epidemics, quarantine restrictions, strikes, freight embargoes, unusually severe weather, or governmental authorities approval delays which are not caused by any act or omission by the parties. The party whose performance is affected agrees to notify the other promptly of the existence and nature of any delay. For the avoidance of doubt, road construction within the control of the City is not an event of Force Majeure on behalf of the City. The term of the Agreement shall be extended by a period equal to that during which either party’s performance is suspended under this section. 20. TAXES: Verra Mobility’s work under this Agreement and performance of this Agreement may subject Verra Mobility to Customer imposed taxes as provided in Customer’s City Code and/or ordinances. Should a dispute over Customer imposed taxes arise during the term of this Agreement, the parties shall negotiate in good faith to equitably resolve it pursuant to paragraph 13 of this agreement. During the term of this Agreement, Customer will impose no additional taxes except as permitted by its taxing authority provided by law. 21. NOTICES: Any notices or demand which, under the terms of this Agreement or under any statute, that must or may be given or made by Verra Mobility or City shall be in writing and shall be given or made by personal service, first class mail, Federal Express, or by certified mail to the parties at the following addresses: City of Auburn American Traffic Solutions, Inc. 25 West Main Street 1150 North Alma School Road Auburn, WA 98001 Mesa, Arizona 85201 Attn: Public Works-Engineering Attn: Legal Department 22. LEGAL CONSTRUCTION: In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had not been contained herein. This Agreement shall be enforced to the maximum extent possible so as to give effect to the intent of the parties and shall be reformed without further action by the parties to the extent necessary to make such provision valid and enforceable herein. 23. AMENDMENTS TO THE AGREEMENT: Any changes, modifications or amendments to this Agreement shall be in writing and signed by both parties. 24. INTEGRATION: Page 97 of 138 ____________________________________________________________________________________ Page 11 of 21 This Agreement constitutes the sole and only agreement of the parties and supersedes any prior or contemporaneous understanding, written or oral, between the parties respecting its subject matter. 25. SURVIVAL: The following provisions of the General Terms and Conditions shall survive the termination of this Agreement: Sections 5, 6, 7, 8, 9, 11, 12, 13, 14, 15, 17, 19, 20, 22 and this Section 25. 26. ADDITIONAL SERVICES: During the term of this Agreement, from time-to-time Verra Mobility may propose certain new technologies for City to consider and, if so desired, City may procure from Verra Mobility the new technologies through an amendment to this Agreement upon terms to be mutually agreed upon by the parties. 27. PILOTS: From time to time, at the mutual agreement of the parties, Verra Mobility may pilot existing Verra Mobility products and services or products and services that are under development by Verra Mobility or its current or future subcontractors and vendors (each a “Vendor”). During any pilot pursuant to this Section 27, registered owner information shall not be used and no Events will be issued as Citations and no mailing of warnings or Citations will occur. City expressly acknowledges that Verra Mobility is under no obligation to retain for any period of time any data produced by any pilot systems. Verra Mobility may request City or its employees to provide feedback on the use, quality, viability, features, functionality, or desirability of pilot systems (“City Feedback”). All data, drawings, plans, specifications, blueprints, studies, reports, memoranda, computation sheets, computer files and media or other documents prepared or generated by Verra Mobility or a Vendor or a pilot systems in connection with any pilot shall remain the property of Verra Mobility (the “Pilot Data”). To the extent that such Pilot Data is provided to City, Verra Mobility grants to City a limited, personal, non- sublicensable, nonexclusive license to use the Pilot Data, solely for evaluation and statistical purposes, or to fulfill City’s legal requirements under RCW 42.56. Actual program performance may vary from pilot performance. City acknowledges and agrees that the terms of this Agreement, except for Sections 6, 7, 10, 11, 12, 13, 16, 19, 21, 22 and this Section 27, shall not apply to any such pilot. 28. EXECUTION: This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, shall be deemed to constitute one and the same Agreement. The exchange of copies of this Agreement and of signature pages by facsimile or “.pdf” transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile or “.pdf” shall be deemed to be their original signatures for any purpose whatsoever. AMERICAN TRAFFIC SOLUTIONS, INC. CITY OF AUBURN By: By: Name: Title: Date Name: Title: Date ATTEST: By: Name: Title: Date This Agreement is effective on the date of execution by the last signatory above (“Effective Date”). Page 98 of 138 ____________________________________________________________________________________ Page 12 of 21 EXHIBIT A SERVICE FEE SCHEDULE 1.0 Description of Pricing Fees are based on per Camera System per month and are as follows: Product Description Fees Fixed Speed Safety Camera System – the Parties shall mutually agree on the number of Cameras Systems installed. Monthly fee is required to be paid for each month that schools are open, exempting periods such as summer break and unforeseen events. The fee will be prorated during times when the camera is not operational. $3,999 Fixed Fee per Camera System per Month Relocation - Verra Mobility will relocate up to ten (10) percent of the total installed Camera Systems once per year at no cost to the City. At no cost to the City, the City may require Verra Mobility to permanently remove or temporarily relocate a Camera System at enforcement locations where the Camera System is in conflict with existing or new public facilities. Verra Mobility will remove or relocate the conflicting Camera System within 60 calendar days from notice by the City. Verra Mobility will work with the contractor(s) responsible for the work on the existing or new public facilities to ensure relocation is incorporated into the design and the contractor(s) know and have agreed to pay for the relocation. Prior to approving a location for installation of a Camera System the City shall inform Verra Mobility of any foreseeable public facility work that may cause a conflict with the Camera System to allow for the parties to determine if an alternative location should be found for installation of the Camera System. To the extent that City elects to have Verra Mobility relocate a Camera System more often than as referenced above, the parties must agree on the relocation costs City shall reimburse Verra Mobility prior to the relocation taking place, and if said reimbursement costs are not agreed to, then the Camera System shall remain in place during the duration of the Agreement. Subsequent Notices Mailing Fee – For any additional notices sent by first class mail required by the City or required by law in excess of the standard set of notices as described in Subsection 1.2.3 of EXHIBIT B, Verra Mobility will charge the City a Subsequent Notices Mailing Fee. $2.00 per page per notice Page 99 of 138 ____________________________________________________________________________________ Page 13 of 21 EXHIBIT B SCOPE OF WORK 1. VERRA MOBILITY SCOPE OF WORK 1.1 VERRA MOBILITY IMPLEMENTATION 1.1.1 Verra Mobility agrees to provide Camera System(s), use of the Axsis System and related services to City as outlined in this Agreement, excluding those items identified in Section 2 titled “City Scope of Work”. Verra Mobility and City understand and agree that new or previously unforeseen requirements may, from time to time, be identified and that the parties shall negotiate in good faith to assign the proper party the responsibility and cost for such items. In general, if work is to be performed by City, unless otherwise specified, City shall not charge Verra Mobility for the cost. 1.1.2 City and Verra Mobility will complete the Project Time Line within thirty (30) days of Agreement execution date, unless mutually agreed to otherwise by the parties. Verra Mobility agrees to make every effort to adhere to the Project Time Line. 1.1.3 Prior to installing or deploying a Camera System, Verra Mobility may conduct a statistical analysis of each Approach being considered for a Camera System or Camera Systems (“Site Selection Analysis”) to assist City in determining which Approaches will be the most beneficial to City in pursuit of its traffic safety and enforcement goals. Considerations may include collision history, community safety, police department staff review and engineering and construction feasibility assessment. Camera System deployment and installations will be based on mutual agreement by City and Verra Mobility. Verra Mobility makes no representations or warranties that any Violation rate estimates will be predictive of actual future traffic Violation rates. 1.1.4 Verra Mobility will install or deploy Camera System(s) at a number of Approaches to be mutually agreed upon between Verra Mobility and City after completion of Site Selection Analysis and as reflected in a written Notice to Proceed. In addition to any initial installation or deployment of Camera Systems the parties may mutually agree to add additional Camera System(s) or Approaches, which shall also be reflected in a written Notice to Proceed as set forth in EXHIBIT C. 1.1.5 Verra Mobility will operate each Camera System on a 24-hour basis, barring downtime for maintenance, normal servicing activities, or other unforeseen instances, unless enforcement times are restricted by law, such as in school zones. 1.1.6 Verra Mobility’s Communications Department will assist City with public information content and outreach campaign strategies. 1.1.7 Verra Mobility agrees to provide a secure website (www.violationinfo.com) accessible to Owners/violators who have received notices of violation by means of a Notice # and PIN, which will allow Violation image and video viewing. Verra Mobility shall include a link to the payment website(s) and may offer the opportunity to download an affidavit of non-liability online. Verra Mobility will operate this secure website on a 24-hour basis, barring downtime for maintenance, normal servicing activities, or other unforeseen instances. 1.1.8 Verra Mobility will provide technician site visits to each Camera System, as needed, to perform maintenance checks consisting of camera enclosure lens cleaning; camera, strobe and Page 100 of 138 ____________________________________________________________________________________ Page 14 of 21 controller enclosure cleaning; inspection of exposed wires; and, general system inspections and maintenance. 1.1.9 Verra Mobility shall take commercially reasonable best efforts to repair a non-functional System within seventy-two (72) hours (excluding weekends and holidays) of determination of a malfunction. 1.1.10 If City is using Verra Mobility facilitated lockbox or epayment services, City shall provide Verra Mobility and the applicable payment processor with the items set forth in Section 2.1.5 below. 1.1.11 If applicable, Verra Mobility is authorized to charge, collect and retain a service/convenience fee of up to the greater of $5.00 or to 5% of the total payment, for each payment processed through the web, call center, IVR, or other electronic means. Such fee is paid by the payor and retained by Verra Mobility. 1.2 VERRA MOBILITY OPERATIONS 1.2.1 Verra Mobility shall implement and operate the Program in accordance with the provisions of this Agreement and the City’s Business Rules. 1.2.2 During the 30-day warning period, Verra Mobility shall provide City with a one-time warning period up to thirty (30) days in length following the installation and activation of the first installed Camera System. City shall not be charged a fee for the warning period; however for any warning period exceeding thirty (30) days City shall be responsible for the normal monthly Fee. 1.2.3 Verra Mobility shall provide City with access to the Axsis System, including image processing, first notice printing and mailing per Violation and insufficient information letter for a transfer of liability affidavit. In the case of a transfer of liability by the Owner, the Axsis System shall be setup to mail a Citation to the driver identified in the affidavit of non-liability or identified by a rental car company. All mailings of notices are by first class mail. 1.2.4 Subsequent notices, other than those specified in Subsection 1.2.3 may be delivered by first class or other mail means for additional compensation to Verra Mobility as agreed upon by the parties. 1.2.5 Verra Mobility shall apply an electronic signature, name, or badge number to the Citation as authorized in the City’s Business Rules. 1.2.6 Verra Mobility may make non-substantive formatting or incidental changes to the Citation form without approval by City. 1.2.7 Verra Mobility shall seek records from vehicle registration databases reasonably accessible to Verra Mobility through its limited agent relationship with City and use such records to assist City in processing Citations. Verra Mobility may mail Citations to the address of the Owner obtained through the DMV, obtained through the National Change of Address (NCOA) database provided by the United States Postal Service, or obtained through other means including but not limited to skip tracing. Verra Mobility reserves the right to pass-through to City any cost increases imposed on Verra Mobility by DMV data sources. Page 101 of 138 ____________________________________________________________________________________ Page 15 of 21 1.2.8 The Axsis System shall provide City with the ability to run and print standard system reports. Verra Mobility provides a suite of standard program reporting at no charge to clients with active Programs. Upon notice to City, Verra Mobility reserves the right to modify the suite of standard program reporting available to City, so long as such change applies generally to customers with similar programs. Customized reporting services are available upon written request. The fee for such services shall be mutually agreed upon. 1.2.9 During the twelve (12) month period following the installation or deployment of the first Camera System, upon Verra Mobility’s receipt of a written request from City at least fourteen (14) calendar days in advance of a court proceeding, and if required by the court or prosecutor, Verra Mobility shall provide City with or train a local expert witness to testify in court on matters relating to the accuracy, technical operations, and effectiveness of the Camera System or the Axsis System until judicial notice is taken. City shall use its best efforts to obtain judicial notice as soon as possible. If a Verra Mobility expert witness is required more than two (2) times during the twelve (12) month period, City shall reimburse Verra Mobility for any reasonable time and travel costs incurred for the additional dates. 1.2.10 In those instances where damage to a System (or sensors where applicable) is caused by (i) negligence on the part of Verra Mobility or its authorized agent(s), Verra Mobility shall bear the cost of repair or (ii) negligence or recklessness on the part of a driver or severe weather or other Force Majeure events, Verra Mobility shall bear the cost of repair. For all other causes of damage, including road construction, City negligence, etc. City shall reimburse Verra Mobility for the cost of repair. 1.2.11 Verra Mobility shall provide a help-line to assist City with resolving any problems encountered regarding its Camera System and/or the Axsis System. The help-line shall function during Business Hours. 2. CUSTOMER SCOPE OF WORK 2.1 GENERAL IMPLEMENTATION REQUIREMENTS 2.1.1 Within seven (7) business days of the Effective Date of this Agreement, Verra Mobility shall provide City with the name, title and contact information of a Project Manager to coordinate Verra Mobility responsibilities under this Agreement and City shall have the right to request a change in the Project Manager upon written notice to Verra Mobility and if such request for a change is made in good faith Verra Mobility shall have thirty (30) days to provide the City with the name and contact information of a new Project Manager. City shall have the opportunity to review and approve or reject any Verra Mobility staff that will be the primary liaison(s) between Verra Mobility and the City. 2.1.2 Within seven (7) business days of the Effective Date of this Agreement, City shall provide Verra Mobility with the name, title, mailing address, email address and phone number of all City stakeholders, including: o A project manager with authority to coordinate City responsibilities under this Agreement; o Court manager responsible for oversight of all Court-related program requirements; o The police contact; o The court contact; o The prosecuting Attorney; o The City Attorney; Page 102 of 138 ____________________________________________________________________________________ Page 16 of 21 o The finance contact (who receives the invoices and will be in charge of reconciliation); o The IT person for the police; o The IT person for the courts; o The public works and/or engineering contact responsible for issuing any/all permits for construction; and 2.1.3 City and Verra Mobility shall complete the Project Time Line within thirty (30) calendar days of the Effective Date of this Agreement, unless mutually agreed to otherwise by the parties. City shall make every effort to adhere to the Project Time Line. 2.1.4 As requested from time to time by City, Verra Mobility will provide City with a mock-up of the Citation and other notices within fifteen (15) days. City shall review the Citation and other notices to ensure conformity with the Laws applicable to City. Verra Mobility shall not implement changes to the Citation or other notices without City’s prior review and sign-off. 2.1.5 City shall designate a City account for deposit / settlement of funds paid by payors. Within seven (7) business days of receipt by City, City shall provide Verra Mobility completed banking forms, which may include among others a participation agreement and submerchant agreement with the payment processor as well as a bank verification letter prepared by the City’s settlement account’s bank, and a Form W-9, Request for Taxpayer Identification Number and Certification. 2.1.6 City shall direct the law enforcement agency to execute the Verra Mobility DMV Services Subscriber Authorization (substantially in the form attached as EXHIBIT D) to provide verification to the National Law Enforcement Telecommunications System (NLETS), State Department of Motor Vehicles, or appropriate authority indicating that Verra Mobility is acting on behalf of the City for the purposes of accessing vehicle ownership data pursuant to the list of permissible uses delineated in the Drivers Privacy Protection Act 18 U.S.C. 2721, Section (b)(1) and as may otherwise be provided or required by any provision of applicable state law. In addition to the Verra Mobility DMV Services Subscriber Authorization, City shall execute agreements or applications as requested by Verra Mobility with departments of motor vehicle to provide Verra Mobility with access to motor vehicle data 2.1.7 City shall prepare, execute, update, and maintain the Business Rules for implementation and operation of the Program. City’s failure to timely prepare the Business Rules may impact the Project Time Line. Verra Mobility shall not be liable for City’s failure to update and maintain the Business Rules. 2.1.8 City is responsible for notifying Verra Mobility of any local legislative and/or ordinance changes in writing within forty-eight (48) hours of the first read of the proposed legislation. Verra Mobility will not be responsible for complying with any change in applicable local law, until such time as Verra Mobility has been notified by City in writing of the change in Law. 2.1.9 City is responsible for all final jurisdictional issues, including but not limited to as they pertain to issuance of Citations, adjudication of Violations, and intergovernmental authorities. 2.1.10 Once a Notice to Proceed is granted to Verra Mobility in writing, City shall not issue a stop work order to suspend activity on the implementation process, unless City reimburses Verra Mobility for costs incurred up to the date the stop work order is issued. 2.1.11 City will comply with all applicable Laws relating to its conduct with respect to the Program, and City shall not use the Camera Systems or Axsis for any purpose not permitted by Law. Page 103 of 138 ____________________________________________________________________________________ Page 17 of 21 2.1.12 Once a Camera System is installed and certified by Verra Mobility as operational, it shall be immediately put into service. The first 30 days of service will be the warning period, during which Verra Mobility will issue warnings at no cost to the City. 2.1.13 City shall process each Event in accordance with state law and/or municipality ordinances within five (5) business days of its appearance in the law enforcement review queue, using Axsis to determine which Events constitute Violations that will be issued as Citations. In the event that City fails to process Events within this timeframe, Verra Mobility shall not be liable for failure of the Axsis System to allow City to issue a notice or Citation within statutory timeframes. 2.1.14 In the event that remote access to the Axsis System is blocked by City network security infrastructure, City’s Department of Information Technology shall coordinate with Verra Mobility to facilitate appropriate communications while maintaining required security measures. Verra Mobility shall inform the City of any changes that may lead to such issue ahead of time, and coordinate with the City to prevent any access problems. 2.2 STREETS AND TRAFFIC DEPARTMENT OPERATIONS 2.2.1 All Camera Systems are intended to remain installed for the term of the Agreement. Any relocations shall be handled pursuant to the requirements in section 1.0 of Exhibit A. 2.2.2 If a construction or improvement project requires an installed or deployed Camera System to be deactivated or requires a Camera System, including imbedded sensors, to be moved or removed, City shall provide notice of such work to Verra Mobility and the fees shall be prorated for the time period the camera(s) are disabled. 2.2.3 Prior to the installation of any System, City shall provide Verra Mobility information regarding known road construction or improvement projects scheduled during the term of this Agreement for any Approach designated for System installation. In addition, within thirty (30) days of becoming aware of anticipated construction that may result in the deactivation or removal of a System or otherwise impact an Approach during the term of this Agreement, City shall notify Verra Mobility of any such construction. In the event of emergency projects, the City shall notify Verra Mobility of such events. 2.2.4 City will design, fabricate, install and maintain camera warning signs required by Law for purposes of operating the Program. If City cannot provide such signage Verra Mobility will do so and City shall reimburse Verra Mobility for the costs of signs and installation of the signs. City shall at all times be responsible for the maintenance of the installed warning signs. 2.2.5 City understands that proper operation of the System may require access and connection to the school zone flashing beacons. City, therefore, shall provide access or assist Verra Mobility with obtaining access to the school zone flashing beacon according to approved design. When school zone flashing beacons are not under the jurisdiction of City, the City shall assist Verra Mobility with obtaining any necessary agreements with the owner or maintaining agency of the school zone flashing beacon and infrastructure in order to provide the required access to said school zone flashing beacon and infrastructure. 2.2.6 Verra Mobility installation and removal plans shall be approved by a licensed professional engineer and such deliverables shall conform to Auburn City Code requirements and the City of Auburn Engineering Design and Construction Standards. Page 104 of 138 ____________________________________________________________________________________ Page 18 of 21 2.2.7 City shall allow Verra Mobility to build needed infrastructure into existing City-owned road easement. 2.3 COURTS OPERATIONS 2.3.1 City is responsible for contracting or otherwise engaging the King County Court for the adjudication of Citations in accordance with all applicable Laws, 2.3.2 City shall be responsible for ensuring the King County Court provides a judge or hearing officer and court facilities to schedule and hear disputed Citations. 2.3.3 City, or the King County Court at the direction of City, shall handle inbound and outbound phone calls and correspondence from defendants who have questions about disputes and other issues relating to Citation adjudication. City or the King County Court may refer citizens with questions regarding the Camera System technology and processes to websites and/or toll free telephone numbers provided by Verra Mobility for that purpose. 2.2.1 Verra Mobility shall provide City and appropriate King County Court staff with access to its online Axsis adjudication processing module which will enable the adjudication function to review cases, related images, and other related information required to adjudicate disputed Citations. If instead of using the online adjudication processing module in Axsis City desires to integrate Verra Mobility data into its adjudication system, subject to feasibility, Verra Mobility shall provide a court interface. City is responsible for the cost of development of any such court interface, including any costs charged by a third-party vendor. City, or the King County Court at the direction of the City, is responsible for entering all final dispositions of Citations including all payments of Citations into the Axsis System, either directly through the online adjudication processing module or through the court interface. Page 105 of 138 ____________________________________________________________________________________ Page 19 of 21 EXHIBIT C FORM OF NOTICE TO PROCEED Reference is made to the Professional Services Agreement by and between American Traffic Solutions, Inc., doing business as Verra Mobility (“Verra Mobility”) and ______________ (“City”), dated as of [date] (the “Agreement”). Capitalized terms used in this Notice to Proceed shall have the meaning given to such term in the Agreement. City hereby designates this implementation of Systems at the Approaches listed below. Verra Mobility shall make its best efforts to install a System within thirty (30) days of permits being granted and power delivered for each agreed-upon Approach, providing that City has received permission for all implementations in writing from any third-party sources. Below is a list of School Zones provided by City, which have been analyzed based on traffic volumes, road geometry, existing infrastructure, and equitable distribution of this service based on City direction, and are believed to be locations at which a System would increase public safety. Execution of this Notice to Proceed by City shall serve as authorization for the installation of Systems for all Approaches designated as follows: Approach (Direction and Roadway) Type of Enforcement Camera System Solution City understands that implementation and installation of any Approach is subject to Site Selection Analysis and engineering results. City recognizes the substantial upfront costs Verra Mobility will incur to construct and install the Systems for the above listed Approaches. City agrees that the Systems authorized by this Notice to Proceed for the above- listed Approaches shall remain installed and operational for the duration of the current term of the Agreement, unless the need for relocation is identified, which is within the scope of this Agreement. IN WITNESS WHEREOF, City has executed this Notice to Proceed as of the date written below. [CUSTOMER] By: Name: Title: Date ACKNOWLEDGED AND AGREED TO BY: AMERICAN TRAFFIC SOLUTIONS, INC. By: Name: Title: Date Page 106 of 138 ____________________________________________________________________________________ Page 20 of 21 EXHIBIT D DMV SERVICES SUBSCRIBER AUTHORIZATION Agency ORI: _____________ [DATE] Nlets 1918 W. Whispering Wind Dr. Phoenix, AZ 85085 Attn: Frank L. Minice, Executive Director/CEO Re: Authorization for American Traffic Solutions, Inc. to Perform MVD/DMV Inquiry Dear Mr. Minice: The Auburn Police Department authorizes the City of Auburn, Washington to use the Auburn Police Department ORI _____________ for the limited purpose of obtaining vehicle registration through Nlets. This letter acknowledges that a contract to perform automated enforcement between the City of Auburn and American Traffic Solutions, Inc., doing business as Verra Mobility (“Verra Mobility”), is in force. As a requirement of and in performance of that contract between the City of Auburn and Verra Mobility, it will be necessary for Verra Mobility to access Nlets for motor vehicle data on our agencies behalf. Please accept this letter as authorization from the Auburn Police Department for Verra Mobility to run motor vehicle inquiries for this purpose. This authorization will automatically expire upon the termination of the contract between the City of Auburn and Verra Mobility; and, such authorization is limited to violations detected by the automated enforcement camera systems. By completing the information below and signing this letter, I am stating that I am a member of and have the authority to extend this authorization on behalf of the Auburn Police Department. SUBSCRIBER INFORMATION Subscriber Agency/Name Agency ORI Name/Title of Authorized Representative Mailing Address Telephone Fax Email Signature of Authorized Representative Date Signed Page 107 of 138 ____________________________________________________________________________________ Page 21 of 21 EXHIBIT E RETENTION SCHEDULE [This schedule to be completed by City in conformity with applicable state and local law] Type of Record Minimum Verra Mobility Retention Period Violation Images* (including video clips and related metadata) 90 days from payment or final adjudication Non-Violation Images (including video clips and related metadata)** 90 days from Event capture date Individually Identifiable Violation Records* 90 days from payment or final adjudication Individually Identifiable Non-Violation Records** 90 days from Event capture date Audio recording from contact center 90 days from call Written correspondence with citizens regarding Violations 1 year from date of correspondence Maintenance Records 90 days from payment or final adjudication of an applicable Violation Other Program Records 1 year from termination of the Agreement * Violation Image: an image of a Violation issued as a Citation. Individually Identifiable Violation Records: a record containing individually identifiable information pertaining to a Violation issued as a Citation. ** Non-Violation Image: an image of an Event not issued as a Citation. Individually Identifiable Non-Violation Records: a record containing individually identifiable information pertaining to an Event not issued as a Citation. *** Retention period is not applicable upon termination of the Agreement and the data is provided to City pursuant to Section 15 of the Agreement. This records retention schedule does not apply to any Event data captured by the Camera System, but not uploaded into Axsis. For the avoidance of doubt, this records retention schedule does not apply to any records related to any Pilot Data. Page 108 of 138 AGENDA BILL APPROVAL FORM Agenda Subject: Resolution No. 5652 Date: March 2, 2022 Department: Parks/Art and Recreation Attachments: Res olution # 5652 Contract Budget Impact: Current Budget: $0 Proposed Revision: $230,644 Revised Budget: $230,644 Administrativ e Recommendation: City Council approve Resolution #5652 Background for Motion: The City of Auburn has previously received these funds in 2021 for a similar program. In 2022, the Parks, Arts and Recreation department will use the funds awarded this year to provide new recreation services to Auburn residents. The programs include a mobile recreation program where staff will bring games and activities to different parks in the city. Anyone will be welcome to come and play. The Auburn Outside program will take children on outdoor adventures. The scholarship program will cover program fees for families who are unable to pay for these programs and the normal summer camp programs offered in Auburn. Background Summary: The Association of Washington Cities (AWC), as administrator of an OSPI grant program, awarded the City of Auburn $230,644.00 in grant funds. The City of Auburn Parks and Recreation Department applied for the funding in order to provide three youth summer programs: the Rec & Roll Mobile Recreation program, the Auburn Outside program, and a scholarship program to allow underserved and low-income families to enjoy Parks’ usual slate of summer recreation and arts programs. Accepting these grant funds will allow the Parks, Arts and Recreation department to provide more opportunities for the residents of Auburn. These grant funds target families and children who have been impacted by the pandemic and/or have experienced systemic barriers to participation in the past. Rev iewed by Council Committees: Councilmember:Jeyaraj Staff:Faber Meeting Date:March 7, 2022 Item Number:RES.C Page 109 of 138 Page 110 of 138 -------------------------------- Resolution No. 5652 February 14, 2022 Page 1 of 2 Rev. 2020 RESOLUTION NO. 5652 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF AUBURN AND THE ASSOCIATION OF WASHINGTON CITIES FOR GRANT FUNDING AND TO EXPEND THE FUNDS FOR YOUTH SUMMER EXPERIENCE AND ENRICHMENT PROGRAMS. WHEREAS, the Association of Washington Cities (AWC), as administrator of an OSPI grant program, awarded the City of Auburn $230,644.00 in grant funds; and WHEREAS, the City of Auburn Parks and Recreation Department applied for the funding in order to provide three youth summer programs: the Rec & Roll Mobile Recreation program, the Auburn Outside program, and a scholarship program to allow underserved and low-income families to enjoy Parks’ usual slate of summer recreation and arts programs; and WHEREAS, to appropriate the funds, AWC requires that Auburn execute a subcontractor grant agreement. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, RESOLVES as follows: Section 1. The Mayor is authorized to execute an Agreement between the City of Auburn and the Association of Washington Cities for $230,644.00 in grant funding, which agreement will be in substantial conformity with the agreement attached hereto, and to expend the funds. Section 2. The Mayor is authorized to implement those administrative procedures necessary to carry out the directives of this Resolution. Section 3. This Resolution will take effect and be in full force on passage and signatures. Page 111 of 138 -------------------------------- Resolution No. 5652 February 14, 2022 Page 2 of 2 Rev. 2020 Dated and Signed: CITY OF AUBURN ____________________________ NANCY BACKUS, MAYOR ATTEST: ______________________________ Shawn Campbell, MMC, City Clerk APPROVED AS TO FORM: ______________________________ Kendra Comeau, City Attorney Page 112 of 138 SEEK Funding Opportunity Subcontractor Funding Agreement Association of Washington Cities Service Subcontract (“Subcontract”) with Auburn Parks, Arts & Recreation through Summer Experiences & Enrichment for Kids Fund (SEEK Fund) A program of the Washington Office of Superintendent of Public Instruction (OSPI) For Jurisdiction Name Auburn Parks, Arts & Recreation Program Description 1. Rec n' Roll Mobile Recreation Program 2. Auburn Outside 3. Youth Summer Day Camp Scholarship Program Start date: April 15, 2022 End date: November 15, 2022 DocuSign Envelope ID: EAB88AFB-4494-4BDF-8FB8-1C6B69F0A360 Page 113 of 138 FACE SHEET 1 Subcontract Number: 22-03 Association of Washington Cities (AWC) Summer Experiences & Enrichment for Kids (SEEK) Fund The Association of Washington Cities (AWC) is working in collaboration with and generally under the direction from OSPI to provide evidence-based, outdoor, summer enrichment programs to youth in K-12 (ages 4-21). Funds for this subcontract are intended to prevent, prepare for, or respond to the COVID-19 pandemic, including its impact on the social, emotional, mental health, and academic needs of students. 1. Subcontractor 2. Subcontractor Doing Business As (optional) 3. Subcontractor Representative 4. AWC Representative Jacob Ewing Legislative Policy Analyst (360) 753-4137 jacobe@awcnet.org 1076 Franklin Street SE Olympia, WA 98501 5. Subcontract Amount 6. Start Date 7. End Date 8. Tax ID # $230644 April 15, 2022 November 15, 2022 9. Subcontract Purpose Carry out summer activities under the OSPI SEEK program as described in Attachment A. AWC and the Subcontractor, as defined above, acknowledge and accept the terms of this Subcontract and attachments and have executed this Subcontract on the date below to start as of the date and year referenced above. The rights and obligations of both parties to this Subcontract are governed by this Subcontract and the following other documents incorporated by reference: Subcontractor General Terms and Conditions including Attachment “A” – SEEK Application/Scope of Work; Attachment “B” – Project Costs Worksheet; Attachment “C” – Subcontractor Data Collection; Attachment (D) – Subcontractor Agent(s); Attachment E - Proclamation 21-14 COVID-19 Vaccination Certification. FOR SUBCONTRACTOR FOR Association of Washington Cities Date Date Last revision 11/23/2021 DocuSign Envelope ID: EAB88AFB-4494-4BDF-8FB8-1C6B69F0A360 Page 114 of 138 SEEK Funding Opportunity Subcontractor Funding Agreement 1. SUBCONTRACT MANAGEMENT The Representative for each of the parties shall be responsible for and shall be the Subcontract contact person for all communications and billings regarding the performance of this Subcontract. The Representative for AWC and their contact information are identified on the Face Sheet of this Subcontract. The Representative for the Subcontractor and their contact information are identified on the Face Sheet of this Subcontract. 2. PAYMENT AWC shall pay an amount not to exceed $230644 for the performance of all things necessary for or incidental to the performance of work as set forth in the SEEK Application and described in Attachment A. Subcontractor's compensation for services rendered shall be based on the completion of duties as outlined in the SEEK application, in Attachment A, in accordance with the following sections. 3. BILLING PROCEDURES AND PAYMENT AWC will reimburse Subcontractor upon acceptance of services provided and receipt of properly completed invoices, which shall be submitted to the Representative for AWC not more often than monthly. Subcontractor will use the invoice form provided by AWC to request reimbursement. The invoices shall describe and document, to AWC's satisfaction, a description of the work performed, the progress of the project, and fees. The invoice shall include the Subcontract Number 22-03. A receipt must accompany any single expenses in the amount of $50.00 or more in order to receive reimbursement. If errors are found in the submitted invoice or supporting documents, AWC will notify the Subcontractor to make corrections in a timely manner, resubmit the invoice and/or supporting documentation as requested, and notify AWC. Payment shall be considered timely if made by AWC within thirty (30) calendar days after receipt of properly completed invoices. Payment shall be sent to the address designated by the Subcontractor. AWC may, in its sole discretion, terminate the Subcontract or withhold payments claimed by the Subcontractor for services rendered if the Subcontractor fails to satisfactorily comply with any term or condition of this Subcontract. No payments in advance or in anticipation of services or supplies to be provided under this Subcontract shall be made by AWC. Duplication of Billed Costs The Subcontractor shall not bill AWC for services performed under this Subcontract, and AWC shall not pay the Subcontractor, if the Subcontractor is entitled to payment or has been or will be paid by any other source, including grants, for that service. This does not include fees charged for summer recreation programs. Disallowed Costs The Subcontractor is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its subcontractors. DocuSign Envelope ID: EAB88AFB-4494-4BDF-8FB8-1C6B69F0A360 Page 115 of 138 SEEK Funding Opportunity Subcontractor Funding Agreement Final Reimbursement and Reporting Deadline When the project is completed the Subcontractor must submit a final invoice, final report, and supporting documents needed to close out the project no later than October 1, 2022. AWC shall withhold 10 percent (10%) from each payment until acceptance by AWC of the final reporting from the Subcontractor has been submitted and verified. 4. SUBCONTRACTOR DATA COLLECTION/REPORTING REQUIREMENTS Subcontractor will submit reports, in a form and format to be provided by AWC (See Attachment C). Data must be provided to AWC along with final billing. 5. AGENT(S) Agent(s) in this contract refers to any third-party entity and its employees that the Subcontractor has subcontracted with to provide services funded through this agreement. The Subcontractor is responsible for ensuring that any agent complies with the provision herein. Any of the Subcontractor’s agent(s) that will provide director supervision of youth through programs funded by this contract must be listed in Attachment D – Subcontractor Agent(s) and must provide proof of insurance per Section 6 of this document. 6. INSURANCE a. Workers’ Compensation Coverage. The Subcontractor shall at all times comply with all applicable workers’ compensation, occupational disease, and occupational health and safety laws, statutes, and regulations to the fullest extent applicable. This requirement includes the purchase of industrial insurance coverage for the Subcontractor’s employees, as may now hereafter be required of an “employer” as defined in Title 51 RCW. Such workers’ compensation and occupational disease requirements shall include coverage for all employees of the Subcontractor, and for all employees of any subcontract retained by the Subcontractor, suffering bodily injury (including death) by accident or disease, which arises out of or in connection with the performance of this Subcontract. Satisfaction of these requirements shall include, but shall not be limited to: i. Full participation in any required governmental occupational injury and/or disease insurance program, to the extent participation in such a program is mandatory in any jurisdiction; ii. Purchase workers’ compensation and occupational disease insurance benefits to employees in full compliance with all applicable laws, statutes, and regulations, but only to the extent such coverage is not provided under mandatory governmental program in “a” above, and/or; iii. Maintenance of a legally permitted and governmentally approved program of self-insurance for workers’ compensation and occupational disease. Except to the extent prohibited by law, the program of the Subcontractor’s compliance with workers’ compensation and occupational disease laws, statutes, and regulations in 1), 2), and 3) above shall provide for a full waiver of rights of subrogation against AWC, its directors, officers, and employees. DocuSign Envelope ID: EAB88AFB-4494-4BDF-8FB8-1C6B69F0A360 Page 116 of 138 SEEK Funding Opportunity Subcontractor Funding Agreement If the Subcontractor, or any agent retained by the Subcontractor, fails to effect and maintain a program of compliance with applicable workers’ compensation and occupational disease laws, statutes, and regulations and AWC incurs fines or is required by law to provide benefits to such employees, to obtain coverage for such employees, the Contractor will indemnify AWC for such fines, payment of benefits to Subcontractor or Subcontractor employees or their heirs or legal representatives, and/or the cost of effecting coverage on behalf of such employees. Any amount owed AWC by the Subcontractor pursuant to the indemnity may be deducted from any payments owed by AWC to the Subcontractor for the performance of this Subcontract. b. Automobile Insurance. In the event that services delivered pursuant to this Subcontract involve the use of vehicles, owned or operated by the Subcontractor, automobile liability insurance shall be required. The minimum limit for automobile liability is: $1,000,000 per accident, using a Combined Single Limit for bodily injury and property damage. c. Business Automobile Insurance. In the event that services performed under this Subcontract involve the use of vehicles or the transportation of clients, automobile liability insurance shall be required. If Subcontractor-owned personal vehicles are used, a Business Automobile policy covering a minimum Code 2 “owned autos only” must be secured. If the Subcontractor’s employees’ vehicles are used, the Subcontractor must also include under the Business Automobile policy Code 9, coverage for “non-owned autos.” The minimum limits for automobile liability is: $1,000,000 per accident, using a Combined Single Limit for bodily injury and property damage. d. Public Liability Insurance (General Liability). The Subcontractor shall at all times during the term of this Subcontract, at its cost and expense, carry and maintain general public liability insurance, including contractual liability, against claims for bodily injury, personal injury, death, or property damage occurring or arising out of services provided under this Subcontract. This insurance shall cover such claims as may be caused by any act, omission, or negligence of the Subcontractor or its officers, agents, representatives, assigns or servants. The limits of liability insurance, which may be increased from time to time as deemed necessary by AWC, with the approval of the Subcontractor (which shall not be unreasonably withheld), shall not be less than as follows: Each Occurrence $1,000,000 Products-Completed Operations Limit $2,000,000 Personal and Advertising Injury Limit $1,000,000 Fire Damage Limit (any one fire) $ 50,000 e. Local Governments that Participate in a Self-Insurance Program. Alternatively, Subcontractors may maintain a program of self-insurance or participate in aproperty/liability pool with adequate limits to comply with the Subcontract insurance requirements or as is customary to the contractor or subcontractor’s business, operations/industry, and the performance of its respective obligations under this Subcontract. DocuSign Envelope ID: EAB88AFB-4494-4BDF-8FB8-1C6B69F0A360 Page 117 of 138 SEEK Funding Opportunity Subcontractor Funding Agreement f. Additional Insured. The Office of Superintendent of Public Instruction, and the Association of Washington Cities, shall be specifically named as an additional insured on all policies, including Public Liability and Business Automobile, except for liability insurance on privately-owned vehicles, and all policies shall be primary to any other valid and collectible insurance. AWC and OSPI may waive the requirement to be specially named as an additional insured on policies, including Public Liability and Business Automobile, provided that the Subcontractor provides: (1) a description of its self-insurance program, and (2) a certificate and/or letter of coverage that outlines coverage limits and deductibles. All self-insured risk management programs or self-insured/liability pools must comply with RCW 48.62, the requirements of the Office of Risk Management and Local Government Self Insurance Program, the Washington State Auditor’s reporting requirements and all related federal and state regulations. Subcontractors participating in a joint risk pool shall maintain sufficient documentation to support the aggregate claim liability information reported on the balance sheet. The AWC and OPSI, its agents, and employees need not be named as additional insured under a self -insured property/liability pool, if the pool is prohibited from naming third parties as additional insured. g. Proof of Insurance. Certificates and or evidence satisfactory to the AWC confirming the existence, terms and conditions of all insurance required above shall be delivered to AWC within five (5) days of the Subcontractor’s receipt of Authorization to Proceed. h. General Insurance Requirements. Subcontractor shall, at all times during the term of the Subcontract and at its cost and expense, buy and maintain insurance of the types and amounts listed above. Failure to buy and maintain the required insurance may result in the termination of the Subcontract at AWC’s option. By requiring insurance herein, AWC does not represent that coverage and limits will be adequate to protect Subcontractor and such coverage and limits shall not limit Subcontractor’s liability under the indemnities and reimbursements granted to AWC in this Subcontract. Subcontractor shall include all agents of the Subcontractor as insureds under all required insurance policies, or shall furnish proof of insurance and endorsements for each agent. Agent(s) must comply fully with all insurance requirements stated herein. Failure of agent(s) to comply with insurance requirements does not limit Subcontractor’s liability or responsibility. 7. ORDER OF PRECEDENCE In the event of an inconsistency in this Contract, the inconsistency shall be resolved by giving precedence in the following order:  Applicable federal and state of Washington statutes and regulations  Subcontract and Subcontractor General Terms and Conditions  Attachment A – SEEK Application & Scope of Work  Attachment B – Budget and Project Costs Worksheet  Attachment C – Subcontractor Reporting Requirements  Attachment D – Subcontractor Agent(s)  Attachment E - Proclamation 21-14 COVID-19 Vaccination Certification DocuSign Envelope ID: EAB88AFB-4494-4BDF-8FB8-1C6B69F0A360 Page 118 of 138 SEEK Funding Opportunity Subcontractor Funding Agreement SUBCONTRACTOR GENERAL TERMS AND CONDITIONS 1. Access to Data. In compliance with Chapter 39.26 RCW, the Subcontractor shall provide access to data generated under this Subcontract to AWC, and to the extent necessary to comply with RCW 39.26, the Joint Legislative Audit and Review Committee, and the State Auditor at no additional cost. This includes access to all information that supports the findings, conclusions, and recommendations of the Subcontractor’s reports, including computer models and methodology for those models. 2. Alterations and Amendments. This Subcontract may be amended only by mutual agreement of the parties in writing. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. 3. Americans with Disabilities Act (ADA) of 1990, Public Law 101-336, also referred to as the “ADA” 28 CFR Part 35. In relation to this Subcontract, the Subcontractor must comply with the ADA, which provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications. 4. Assignment. Neither this Subcontract, nor any claim arising under this Subcontract, shall be transferred or assigned by the Subcontractor without prior written consent of AWC. 5. Assurances. AWC and the Subcontractor agree that all activity pursuant to this Subcontract will be in accordance with all applicable current federal, state and local laws, rules and regulations. 6. Attorney’s Fees. In the event of litigation or other action brought to enforce contract terms, each party agrees to bear its own attorney’s fees and costs. 7. Budget Revisions. Any monetary amount budgeted by the terms of this Subcontract for various activities and line item objects of expenditure, as outlined in Attachment B – Budget and Project Costs Worksheet, may be revised without prior written approval of AWC, so long as the revision is no more than ten percent (10%) of the original line item amount and the increase in an amount is offset by a decrease in one or more other amounts equal to or greater than the increase. All other budget revisions exceeding ten percent (10%) shall only be made with the prior written approval of AWC. Subcontractor will use the funding change request form provided by AWC to request these budget revisions. 8. Certification Regarding Debarment, Suspension, and Ineligibility. The Subcontractor certifies that neither it nor its principals are debarred, suspended, proposed for debarment, or voluntarily excluded from participation in transactions by any federal department or agency. The Subcontractor further certifies that they will ensure that potential subcontractors or any of their principals are not debarred, suspended, proposed for debarment, or voluntarily excluded from participation in covered transactions by any federal department or agency. “Covered transactions” include procurement contracts for goods that are expected to equal or exceed twenty-five thousand dollars ($25,000). Subcontractor may do so by obtaining a certification statement from the potential subcontractor or subrecipient or by checking online at the System for Award Management (SAM), Excluded Parties List. The Subcontractor shall immediately notify the AWC if, during the term of this subcontract, Subcontractor becomes debarred. AWC may immediately terminate this Subcontract by providing Subcontractor written notice if Subcontractor becomes debarred during the term of this Subcontract. DocuSign Envelope ID: EAB88AFB-4494-4BDF-8FB8-1C6B69F0A360 Page 119 of 138 SEEK Funding Opportunity Subcontractor Funding Agreement The Subcontractor also certifies that neither it nor its principals are debarred, suspended, or proposed for debarment from participation in transactions by any state department or agency. The Subcontractor further certifies that they will ensure that potential subcontractors or any of their principals are not debarred, suspended, or proposed for debarment from participation in covered transactions by any state department or agency. 9. Certification Regarding Lobbying. The Subcontractor certifies that Federal-appropriated funds will not be used to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress or an employee of a member of Congress in obtaining any Federal contract, grant or any other award covered by 31 USC 1352. Subcontractor shall require its agents to certify compliance with this provision. 10. Certification Regarding Wage Violations. The Subcontractor certifies that within three (3) years prior to the date of execution of this Subcontract, Subcontractor has not been determined by a final and binding citation and notice of assessment issued by the Washington Department of Labor and Industries or through a civil judgment entered by a court of limited or general jurisdiction to have willfully violated, as defined in RCW 49.48.082, any provision of RCW chapters 49.46, 49.48, or 49.52. The Subcontractor further certifies that it will remain in compliance with these requirements during the term of this Subcontract. Subcontractor will immediately notify AWC of any finding of a willful violation entered by the Washington Department of Labor and Industries or through a civil judgment entered by a court of limited or general jurisdiction entered during the term of this Subcontract. 11. Change in Status. In the event of substantive change in the legal status, organizational structure, or fiscal reporting responsibility of the Subcontractor, Subcontractor agrees to notify AWC of the change. Subcontractor shall provide notice as soon as practicable, but no later than thirty (30) days after such a change takes effect. 12. Confidentiality. The Subcontractor acknowledges that all of the data, material and information which originates from this Subcontract, and any student assessment data, material and information which will come into its possession in connection with performance under this Subcontract, consists of confidential data owned by AWC or confidential personally identifiable data subject to the federal Family Educational Rights and Privacy Act (FERPA) (20 U.S.C. § 1232g; 34 CFR Part 99) or other privacy laws, and that the data must be secured and protected from unauthorized disclosure by the Subcontractor. The Subcontractor is wholly responsible for compliance with FERPA requirements. The Subcontractor, therefore, agrees to hold all such material and information in strictest confidence, not to make use thereof other than for the performance of this Subcontract, to release it only to authorized employees and agents requiring such information and not release or disclose it to any other party. The Subcontractor agrees to release such information or material only to employees and agents who have signed a written agreement expressly prohibiting disclosure or usages not specifically authorized by this Subcontract. The parties acknowledge the release of records may be subject to the Public Records Act, RCW 42.56, and further acknowledge that Washington law and court order may compel disclosure of certain records; this provision does not apply to records compelled by law or court order. 13. Copyright Provisions. Unless otherwise provided, all Materials produced under this Contract shall be considered "works for hire" as defined by the U.S. Copyright Act and copyright shall be owned by the DocuSign Envelope ID: EAB88AFB-4494-4BDF-8FB8-1C6B69F0A360 Page 120 of 138 SEEK Funding Opportunity Subcontractor Funding Agreement Superintendent of Public Instruction (Superintendent). The Superintendent shall be considered the author of such Materials. If Materials are not considered “works for hire”, Subcontractor hereby irrevocably assigns all right, title, and interest in Materials, including all intellectual property rights, to the Superintendent effective from the moment of creation of such Materials. Materials means all items in any format and includes, but is not limited to, data, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions. Copyright ownership includes the right to patent, register and the ability to transfer these rights. Subcontractor understands that, except where otherwise agreed to in writing or approved by the Superintendent or designee, all original works of authorship produced under this Contract shall carry a Creative Commons Attribution License, version 4.0 or later. All Materials the Subcontractor has adapted from others’ existing openly licensed resources must be licensed with the least restrictive open license possible that is not in conflict with existing licenses. For Materials that are delivered under the Contract, but that incorporate pre-existing materials not produced under the Contract, Subcontractor will license the materials to allow others to translate, reproduce, distribute, prepare derivative works, publicly perform, and publicly display. If the Subcontractor would like to limit these pre-existing portions of the work to non-commercial use, the Creative Commons Attribution-NonCommercial-ShareAlike license, version 4.0 or later, is acceptable for these specific sections. The Subcontractor warrants and represents that Subcontractor has all rights and permissions, including intellectual property rights, moral rights and rights of publicity, necessary to apply such a license. The Subcontractor shall exert all reasonable effort to advise the Superintendent, at the time of delivery of data furnished under this Contract, of all known or potential invasions of privacy contained therein and of any portion of such document which was not produced in the performance of this Contract. The Superintendent shall receive prompt written notice of each notice or claim of infringement received by the Subcontractor with respect to any data delivered under this Contract. The Superintendent shall have the right to modify or remove any restrictive markings placed upon the data by the Subcontractor. 14. Covenant Against Contingent Fees. The Subcontractor warrants that no person or selling agent has been employed or retained to solicit or secure this Subcontract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or bona fide established agent maintained by the Subcontractor for the purpose of securing business. AWC shall have the right, in the event of breach of this clause by the Subcontractor, to annul this Subcontract without liability or, in its discretion, to deduct from the contract price or consideration or recover by other means the full amount of such commission, percentage, brokerage or contingent fees. 15. Disputes. In the event that a dispute arises under this Subcontract, the parties will use their best efforts to amicably resolve any dispute, including use of alternative dispute resolution options. DocuSign Envelope ID: EAB88AFB-4494-4BDF-8FB8-1C6B69F0A360 Page 121 of 138 SEEK Funding Opportunity Subcontractor Funding Agreement 16. Duplicate Payment. AWC shall not pay the Subcontractor, if the Subcontractor has charged or will charge the State of Washington or any other party under any other contract or agreement, for the same services or expenses. 17. Entire Agreement. This Subcontract contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Subcontract shall be deemed to exist or to bind any of the parties hereto. 18. Ethical Conduct. Neither the Subcontractor nor any employee or agent of the Subcontractor shall participate in the performance of any duty or service in whole or part under this Subcontract in violation of, or in a manner that violates any provision of the Ethics in Public Service law at Chapter 42.52 RCW, RCW 42.17A.550, RCW 42.17A.555, and 41.06.250 prohibiting the use of public resources for political purposes. 19. Governing Law and Venue. This Subcontract shall be construed and interpreted in accordance with the laws of the State of Washington and the venue of any action brought hereunder shall be in Superior Court for Thurston County. 20. Indemnification. To the fullest extent permitted by law, Subcontractor shall indemnify, defend and hold harmless AWC and all officials, agents, and employees of AWC, from and against all claims for injuries or death arising out of or resulting from the performance of this Subcontract. “Claim” as used in this Subcontract, means any financial loss, claim, suit, action, damage, or expense, including but not limited to attorney’s fees, attributable for bodily injury, sickness, disease, or death, or injury to or destruction of tangible property including loss of use resulting therefrom. Additionally, ‘”claims” shall include but not be limited to, assertions that the use or transfer of any software, book, document, report, film, tape or sound reproduction or material of any kind, delivered hereunder, constitutes an infringement of any copyright, patent, trademark, trade name, or otherwise results in an unfair trade practice or in unlawful restraint of competition. Subcontractor’s obligation to indemnify, defend and hold harmless includes any claim by Subcontractor’s agents, employees, representatives, or any subcontractor or its employees. Subcontractor expressly agrees to indemnify, defend, and hold harmless AWC for any and all claims, costs, charges, penalties, demands, losses, liabilities, damages, judgments, or fines out of or incident to Subcontractor’s or its subcontractor’s performance or failure to perform the Subcontract. Subcontractor’s obligation to indemnify, defend, or hold harmless AWC shall not be eliminated or reduced by any actual or alleged concurrent negligence by AWC, or their agents, employees, or officials. Subcontractor waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless AWC, and their agents, employees, or officials. 21. Independent Capacity of the Subcontractor. The parties intend that an independent Subcontractor relationship will be created by this Subcontract. The Subcontractor and his/her employees or agents performing under this Subcontract are not employees or agents of AWC. The Subcontractor will not hold itself out as nor claim to be an officer or employee of AWC, the Superintendent o r of the state of Washington by reason hereof, nor will the Subcontractor make any claim or right, privilege, or benefit which would accrue to such employee under law. Conduct and control of the work will be solely with the Subcontractor. DocuSign Envelope ID: EAB88AFB-4494-4BDF-8FB8-1C6B69F0A360 Page 122 of 138 SEEK Funding Opportunity Subcontractor Funding Agreement 22. Licensing and Accreditation Standards. The Subcontractor shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements/standards, necessary to the performance of this Subcontract. 23. Limitation of Authority. Only AWC or AWC’s delegate by writing (delegation to be made prior to action) shall have the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this Subcontract. Furthermore, any alteration, amendment, modification, or waiver or any clause or condition of this Subcontract is not effective or binding unless made in writing and signed by AWC. 24. Non-Discrimination. The Subcontractor shall comply with all the federal and state non-discrimination laws, regulations and policies, which are otherwise applicable to AWC. Accordingly, no person shall, on the ground of sex, race, creed, religion, color, national origin, marital status, families with children, age, veteran or military status, sexual orientation, gender expression, gender identity, disability, or the use of a trained dog guide or service animal, be unlawfully excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any activity performed by the Subcontractor and its agents under this Subcontract. The Subcontractor shall notify AWC immediately of any allegations, claims, disputes, or challenges made against it under non- discrimination laws, regulations, or policies, or under the Americans with Disabilities Act. In the event of the Subcontractor’s noncompliance or refusal to comply with this nondiscrimination provision, this Subcontract may be rescinded, cancelled or terminated in whole or part, and the Subcontractor may be declared ineligible for further contracts with AWC. 25. Overpayments. Subcontractor shall refund to AWC the full amount of any overpayment under this Subcontract within thirty (30) calendar days of written notice. If Subcontractor fails to make a prompt refund, AWC may charge Subcontractor one percent (1%) per month on the amount due until paid in full. 26. Public Disclosure. Subcontractor acknowledges that AWC is subject to the Washington State Public Records Act, Chapter 42.56 RCW, and AWC acknowledges that the Subcontractor is subject to the Washington State Public Records Act, Chapter 42.56 RCW, and that this Subcontract shall be a public record as defined in RCW 42.56. Any specific information that is claimed by either party to be confidential or proprietary must be clearly identified as such by that party. To the extent consistent with chapter 42.56 RCW, each party shall attempt reasonably to maintain the confidentiality of all such information marked confidential or proprietary. If a request is made to view such information, the party receiving the public records request will notify the other party of the request and the date that such records will be released to the requester unless the other party obtains a court order enjoining that disclosure. If such party fails to obtain the court order enjoining disclosure, the party receiving the records request will release the requested information on the date specified. 27. Publicity. The Subcontractor agrees to submit to AWC all advertising and publicity matters relating to this Subcontract which in the AWC’s judgment, AWC or the Superintendent’s name can be implied or is specifically mentioned. The Subcontractor agrees not to publish or use such advertising and publicity matters without the prior written consent of AWC. DocuSign Envelope ID: EAB88AFB-4494-4BDF-8FB8-1C6B69F0A360 Page 123 of 138 SEEK Funding Opportunity Subcontractor Funding Agreement 28. Registration with Department of Revenue. The Subcontractor shall complete registration with the Department of Revenue and be responsible for payment of all taxes due on payments made under this Subcontract. 29. Records Maintenance. The Subcontractor shall maintain all books, records, documents, data and other evidence relating to this Subcontract and performance of the services described herein, including but not limited to accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Subcontract. Subcontractor shall retain such records for a period of six years following the date of final payment. At no additional cost, these records, including materials generated under the Subcontract, shall be subject at all reasonable times to inspection, review or audit by the AWC or the Superintendent, personnel duly authorized by AWC or the Superintendent, the Office of the State Auditor, and federal and state officials so authorized by law, regulation or agreement. If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. 30. Right of Inspection. The Subcontractor shall provide right of access to its facilities utilized under this Subcontract to AWC or any of its officers responsible for executing the terms of this Subcontract at all reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance under this Subcontract on behalf of AWC. All inspections and evaluations shall be performed in such a manner that will not unduly interfere with the Subcontractor’s business or work hereunder. 31. Severability. The provisions of this Subcontract are intended to be severable. If any term or provision is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the Contract. 32. Subcontracting. Neither the Subcontractor nor any agent of the Subcontractor shall enter into subcontracts for any of the work contemplated under this Subcontract without obtaining prior written approval of AWC. Subcontractor is responsible to ensure that all terms, conditions, assurances and certifications set forth in this Subcontract are included in any and all Subcontracts. In no event shall the existence of the subcontract operate to release or reduce liability of the Subcontractor to the AWC for any breach in the performance of the Subcontractor’s duties. This clause does not include contracts of employment between the Subcontractor and personnel assigned to work under this Subcontract. If, at any time during the progress of the work, AWC determines in its sole judgm ent that any agent of the Subcontractor is incompetent, AWC shall notify the Subcontractor, and the Subcontractor shall take immediate steps to terminate the agent's involvement in the work. The rejection or approval by AWC of any agent or the termination of an agent shall not relieve the Subcontractor of any of its responsibilities under the Subcontract, nor be the basis for additional charges to AWC. 33. Taxes. All payments accrued on account of payroll taxes, unemployment contributions, any other taxes, insurance or other expenses for the Subcontractor or its staff shall be the sole responsibility of the Subcontractor. DocuSign Envelope ID: EAB88AFB-4494-4BDF-8FB8-1C6B69F0A360 Page 124 of 138 SEEK Funding Opportunity Subcontractor Funding Agreement 34. Technology Security Requirements. The security requirements in this document reflect the applicable requirements of Standard 141.10 (https://ocio.wa.gov/policies) of the Office of the Chief Information Officer for the state of Washington, which by this reference are incorporated into this agreement. The Subcontractor acknowledges it is required to comply with WaTech Office of Chief Information Officer (OCIO) IT Security Policy 141 and OCIO IT Security Standard 141.10, Securing Information Technology Assets. OCIO IT Security Standard 141.10, Securing Information Technology Assets, applies to all Superintendent assets stored as part of a service, application, data, system, portal, module, components or plug-in product(s) that are secured as defined by the WaTech OCIO's IT Security Policy 141 and OCIO IT Security Standard 141.10, Securing Information Technology Assets. As part of OCIO IT Security Standard 141.10, a design review checklist and/or other action may be required. These activities will be managed and coordinated between AWC and the Subcontractor. Any related costs to performing these activities shall be at the expense of the Subcontractor. Any such activities and resulting checklist and/or other products must be shared with AWC. 35. Termination for Convenience. Except as otherwise provided in this Subcontract, the Superintendent or Superintendent’s Designee may, by ten (10) days written notice, beginning on the second day after the mailing, terminate this Subcontract in whole or in part. The notice shall specify the date of termination and shall be conclusively deemed to have been delivered to and received by the Subcontractor as of midnight the second day of mailing in the absence of proof of actual deliv ery to and receipt by the Subcontractor. If this Subcontract is so terminated, AWC shall be liable only for payment required under the terms of the Subcontract for services rendered or goods delivered prior to the effective date of termination. 36. Termination for Default. In the event AWC determines the Subcontractor has failed to comply with the conditions of this Subcontract in a timely manner, AWC has the right to suspend or terminate this Subcontract. AWC shall notify the Subcontractor in writing of the need to take corrective action. If corrective action is not taken within thirty (30) days, the Subcontract may be terminated. AWC reserves the right to suspend all or part of the Subcontract, withhold further payments, or prohibit the Subcontractor from incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by the Subcontractor or a decision by AWC to terminate the Contract. In the event of termination, the Subcontractor shall be liable for damages as authorized by law including, but not limited to, any cost difference between the original Subcontract and the replacement or cover Subcontract and all administrative costs directly related to the replacement Subcontract, e.g., cost of the competitive bidding, mailing, advertising and staff time. The termination shall be deemed to be a "Termination for Convenience" if it is determined that the Subcontractor: (1) was not in default; or (2) failure to perform was outside of his or her control, fault or negligence. The rights and remedies of the AWC provided in this Subcontract are not exclusive and are in addition to any other rights and remedies provided by law. 37. Termination Due to Funding Limitations or Contract Renegotiation, Suspension. In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Subcontract and prior to normal completion of this Subcontract, with the notice specified below and without liability for damages: a. At AWC’s discretion, AWC may give written notice of intent to renegotiate the Subcontract under the revised funding conditions. DocuSign Envelope ID: EAB88AFB-4494-4BDF-8FB8-1C6B69F0A360 Page 125 of 138 SEEK Funding Opportunity Subcontractor Funding Agreement b. At AWC’s discretion, AWC may give written notice to Subcontractor to suspend performance when AWC determines there is reasonable likelihood that the funding insufficiency may be resolved in a timeframe that would allow Subcontractor’s performance to be resumed. (1) During the period of suspension of performance, each party will inform the other of any conditions that may reasonably affect the potential for resumption of performance. (2) When AWC determines that the funding insufficiency is resolved, it will give the Subcontractor written notice to resume performance, and Subcontractor shall resume performance. (3) Upon the receipt of notice under b. (2), if Subcontractor is unable to resume performance of this Subcontract or if the Subcontractor’s proposed resumption date is not acceptable to AWC and an acceptable date cannot be negotiated, AWC may terminate the Subcontract by giving written notice to the Subcontractor. The parties agree that the Subcontract will be terminated retroactive to the date of the notice of suspension. AWC shall be liable only for payment in accordance with the terms of this Subcontract for services rendered prior to the retroactive date of termination. c. AWC may immediately terminate this Subcontract by providing written notice to the Subcontractor. The termination shall be effective on the date specified in the termination notice. AWC shall be liable only for payment in accordance with the terms of this Subcontract for services rendered prior to the effective date of termination. No penalty shall accrue to AWC in the event the termination option in this section is exercised. d. For purposes of this section, “written notice” may include email. 38. Termination Procedure. Upon termination of this Subcontract the AWC, in addition to other rights provided in this Subcontract, may require the Subcontractor to deliver to AWC any property specifically produced or acquired for the performance of such part of this Contract as has been terminated. The provisions of the “Treatment of Assets” clause shall apply in such property transfer. The AWC shall pay to the Subcontractor the agreed upon price, if separately stated, for completed work and services accepted by AWC and the amount agreed upon by the Subcontractor and AWC for (a) completed work and services for which no separate price is stated, (b) partially completed work and services, (c) other property or services which are accepted by AWC, and (d) the protection and preservation of the property, unless the termination is for default, in which case AWC shall determine the extent of the liability. Failure to agree with such determination shall be a dispute within the meaning of the “Disputes” clause for this Subcontract. The AWC may withhold from any amounts due to the Subcontractor such sum as AWC determines to be necessary to protect AWC against potential loss or liability. The rights and remedies of AWC provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law under this Subcontract. DocuSign Envelope ID: EAB88AFB-4494-4BDF-8FB8-1C6B69F0A360 Page 126 of 138 SEEK Funding Opportunity Subcontractor Funding Agreement After receipt of a notice of termination, and except as otherwise directed by the Superintendent, the Subcontractor shall: a. Stop work under this Subcontract on the date and to the extent specified, in the notice; b. Place no further orders or subcontracts for materials, services or facilities except as may be necessary for completion of such portion of the work under the Subcontract that is not terminated; c. Assign to AWC, in the manner, at the times, and to the extent directed by the AWC, all rights, title, and interest of the Subcontractor under the orders and subcontracts in which case AWC has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; d. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of AWC to the extent the AWC may require, which approval or ratification shall be final for all the purposes of this clause; e. Transfer title to AWC and deliver, in the manner, at the times and to the extent as directed by AWC, any property which, if the Subcontract had been completed, would have been required to be furnished to AWC; f. Complete performance of such part of the work not terminated by AWC; and g. Take such action as may be necessary, or as AWC may direct, for the protection and preservation of the property related to this Subcontract which, in is in the possession of the Subcontractor and in which AWC has or may acquire an interest. 39. Treatment of Assets. Except as otherwise provided for in the Subcontract, the ownership and title to all real property and all personal property exceeding a value of $5,000 purchased by the Subcontractor in the course of performing this Subcontract with moneys paid by the Superintendent shall vest in the Superintendent, except for supplies consumed in performing this Subcontract. The Subcontractor shall (1) maintain a current inventory of all the real and personal property; (2) label all the property “State of Washington, Superintendent of Public Instruction”; and, (3) surrender property and title to the Superintendent without charge prior to settlement upon completion, termination or cancellation of this Contract. If any property is lost, destroyed, or damaged, the Subcontractor shall notify the Superintendent and take all reasonable steps to protect the property from further damage. All reference to the Subcontractor under this clause shall include Subcontractor’s employees and agents. 40. Waiver. A failure by either part to exercise its rights under this Subcontract shall not preclude that party from subsequent exercise of such rights and shall not constitute a waiver of any other rights under this agreement. Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach. Any waiver shall not be construed to be a modification of the terms of DocuSign Envelope ID: EAB88AFB-4494-4BDF-8FB8-1C6B69F0A360 Page 127 of 138 SEEK Funding Opportunity Subcontractor Funding Agreement this Subcontract unless stated to be such in writing and signed by personnel authorized to bind each of the parties. DocuSign Envelope ID: EAB88AFB-4494-4BDF-8FB8-1C6B69F0A360 Page 128 of 138 16 Attachment A SEEK Application & Scope of Work Insert detailed project description as included in the Funding Opportunity application & Attach SEEK Funding Application Rec n' Roll Mobile Recreation Program Auburn Parks, Arts and Recreation will be creating a mobile recreation program that will bring recreation to its various neighborhoods. The program will be called Rec n’ Roll. The department will be securing a large van/truck for the program (not included in the grant application) that will pull up to neighborhood parks, apartment complexes, and other popular areas to roll out recreation including sports, STEAM, and other fun activities. This program will connect with children in various neighborhoods around Auburn. By bringing activities to the community, we are eliminating transportation as a barrier to participation. This program will also be free which eliminates another barrier. Children will be engaging with others from their specific neighborhood which will help them build bonds within the community they live. Rec n’ Roll will have various components such as sports, STEAM activities and group games that will help children have positive social interactions and engage with each other outside of the school setting. Art and craft projects will be structured so children will finish an art piece that they can take home with them. STEAM activities will focus on hands on learning through science experiments suchs as rockets, egg-drops, robotics and other science and engineering activities. Physical activities will include yard and lawn games, disc golf, parkour, kicking, passing and dribbling, and other games. Physical activities promote healthy bodies and healthy minds. Youth who participate in the Rec n’ Roll will get a positive and memorable experience that is long-lasting and fun. Rec n’ Roll will visit a different park, apartment complex, or neighborhood each day. The program will be advertised well in advance through the schools, direct mail campaigns, flyers, social media and other outlets. Advertisements will be produced in several languages to help reduce barriers for non-English speaking families. The parks, apartments, and neighborhood areas targeted are areas with high diversity, are lower-income, and in areas with limited resources. Bringing recreation to these areas eliminates several barriers to participation. Rec and Roll removes transportation and cost as a factor. The program will be designed to be inclusive for children with physical or mental disabilities. This program does not currently exist in Auburn and would not be possible without these grant funds as it is not budgeted now or in plans for future budgets. The city is matching the grant investment by purchasing a vehicle dedicated for this program. That will also allow for the city to budget to keep this type of program running in the future. Rec n’ Roll will take place Monday-Friday. Each day will be at a different location (high population and locations that are in conjunction with the free summer lunch program may be visited more that once over the summer). The program will be open for four (4) hours each day. The program will be all outdoors and will be able to run in all weather conditions by use of covered shelter areas or pop-up tents. The program will be eight (8) weeks starting after school ends in June 2022 and wrapping up prior to Labor Day weekend. This gives about 160 hours of outdoor programming for youth.Rec n’ Roll will be a FREE program. There will be no cost to show up at any of the locations the program will be visiting. There will be a limit of 40 children at any time to allow for adequate staff supervision. As children come and go, additional children can be added into the activities. The Rec n’ Roll program will partner with other local organizations but at no time will these organizations be directly supervising youth in the program. Some of these partnerships include: the Auburn School District Summer Lunch Program offers free meals to youth in our programs. On some occasions contracted vendors and instructors will be used, but at no time will they be responsible for DocuSign Envelope ID: EAB88AFB-4494-4BDF-8FB8-1C6B69F0A360 Page 129 of 138 17 the supervision of youth participants. Contracted vendors include performers and instructors for specific activities such as parkour, disc golf and STEAM activities. Auburn Outside The requested funding will allow for expanded outdoor adventure programming for underserved youth ages 4-18 in our Auburn Outside program. Programming under Auburn Outside will be based on the age of the population served- programs consist of: comprehensive biking skills camps and outdoor adventures for teens. Bike programs (Auburn MTB) will take place at the Cedar Lanes Bike Park and will offer Learn-to-Ride camps for 4-6 year old youth, basic bike skills camps for ages 6-10 and Mountain Bike Skills camps for ages 6-14. Mountain Bike Skills camps will utilize the pump track and the skills park to teach introductory mountain bike skills. All bike programs will include social emotional learning curriculum to teach and practice important skills including: goal setting, conflict resolution, confidence, grit and problem solving. Mountain Bike Skills camps will run in 3-hour intervals (2 sessions per day) for week-long sessions for a total of 9 weeks.Outdoor Adventures for teens strives to connect youth ages 12-18 with nature through exciting, physical programming. 8 camps will be offered including 3- week- long Outdoor Adventures camps, 2- Bike & Camp 3-day excursions, and 3-week-long Mountain Bike Camps for teens utilizing local trails.Outdoor Adventure camps will introduce teens to new outdoor opportunities like white water rafting, hiking, outdoor rock climbing, stand-up paddle boarding, kayaking, spelunking and more. Hands on skills and safety will be taught to all youth so they learn about the activities as well as enjoy the process of participating. The activities available to youth in the Outdoor Adventure camps are typically completely new to our participants. Getting teens outside in exciting, adventure based nature programming empowers them to push themselves to try new things, connect with nature and their peers, build confidence in their abilities and encourages them to challenge themselves. Participating in these activities with their peers fosters a strong connection as they bond and overcome challenges together. These skills are important ones that our youth participants take with them- translating what they’ve learned in nature, to their schools and families.Bike & Camp excursions consist of three days of camping and mountain biking culminating with a rafting trip on the way home. Youth will learn how to set up a camp, prepare food outdoors, experience mountain trails, practice bike skills and connect with their peers. Getting youth into nature for a prolonged experience fosters strong relationship building and reliance on their peers. We find that the three day trips boost self-esteem and leadership skills significantly for the participants.Week-long Bike camps take youth to the trails to practice mountain bike skills and ride together. Each day takes them to a different trail system giving youth the opportunity to experience all that our public lands have to offer. Mountain Biking for teens presents a challenging sport that comes with great rewards- we find that it’s a sport that most teens have little to no experience with but fall in love with quickly as they experience the thrill of conquering a challenging climb and feel the rush of the wind as they get into a flow. Mountain Biking allows youth to bond with each other over their challenges and successes and while it is an individual sport we find teens build a strong sense of team camaraderie as they encourage and push one another to take on more challenge.All Teen Outdoor programs include Social Emotional Learning curriculum that is both formally discussed and also practiced through hands-on skill building. Staff and volunteers promote the importance of practicing skills like goal setting, tenacity, supporting their peers, conflict resolution, positive communication and problem solving.Auburn Outdoors is an active program that offers local youth the opportunity to engage in new outdoor activities that promote physical activity, social emotional learning, healthy lifestyle and positive social engagement. Outdoor Adventures uses outdoor adventure activities like hiking, rock climbing, rafting, mountain biking, kayaking, etc., as a catalyst to empower youth to make positive choices, build confidence and self- esteem, develop camaraderie with their peers, and engage with nature in a physically active way. All DocuSign Envelope ID: EAB88AFB-4494-4BDF-8FB8-1C6B69F0A360 Page 130 of 138 18 programs consist of three primary goals: 1. Get Moving Outside: Increase physical activity through adventure programming in natural surroundings. 2. Learn, Think, Do: Improve Social Emotional skills through simulated practice (discussion, activities) and through real life experiences (problem solving, conflict resolution, confidence building). 3. Be safe and have a blast!Combining physical activity with nature allows for important benefits for youth. Youth participating in Auburn Outdoors programming will have the opportunity to constantly be interacting with their peers, thus practicing important social skills that they may be missing out on in the summertime. By developing a team that all participants are a part of youth will practice overcoming challenges together and cheer each other on as they meet their goals. Perhaps most importantly youth in Auburn Outdoors programs will gain a positive and memorable experience that is long-lasting and fun! Shared experience with other youth in the program, combined with getting outside into nature, and moving their bodies each day will have great impacts on the mental health of all youth participants. Shared experience provides youth with an important sense of belonging. Physical activities promote healthy bodies and healthy minds and offering programming exclusively outdoors allows participants a chance to engage with nature that may be lacking in their typical day-to-day life. Summer camp programming has long been out of reach for most of our low- income families. Despite offering a fee waiver program, the cost to attend camp has still been too high for many youth. By offering a robust, full fee scholarship program and by reserving a percentage of all camps for scholarship recipients we’ll be able to ensure that underserved youth have a chance to take advantage of the exciting experiences that summer camps offer. Additionally, Auburn Outdoors summer programs will be in centralized locations to help alleviate the barrier of transportation and accessibility to program sites.Significant barriers to underserved youth engaging in outdoor programming are cost, transportation and knowledge of the outdoors. These barriers will be eliminated in the Auburn Outside program. First and foremost- full scholarships will be available for underserved youth in order to completely eliminate the financial barrier that is most commonly cited as prohibiting underserved youth participation. Programs will meet at central locations to reduce the barrier of transportation. Parks vans will then be used to transport participants to activity locations. Lastly, knowledge and understanding of outdoor activities will not be a barrier as all programs will be facilitated by trained staff that will be teaching all participants the skills needed to safely participate in all activities.Outdoor adventure activities are cost prohibitive to our targeted population. In the past these programs have been entirely fee based and gear has been provided by the participants or rented from outdoor program vendors. The funds that would be provided through this grant will enable the Auburn Outside program to build an inventory of gear and equipment that would be available for underserved youth to use as needed. Having equipment available that doesn’t need to be rented will allow programming to continue at no cost to underserved youth, thus creating a sustainable program long into the future that focuses on getting youth physically active outdoors.The Auburn Outdoors program will partner with other local organizations but at no time will these organizations be directly supervising youth in the program. Some of these partnerships include: Auburn School District Summer Lunch Program offers free meals to youth in our programs. The Auburn Police Department Bike Patrol offers assistance with bike skills and bike safety talks. They also provide skills mentorship and volunteer ride leaders. On some occasions contracted vendors and guides will be used but at no time will they be responsible for the supervision of youth participants.Auburn Outside programs are available at no cost to participants through a full scholarship program that will be made possible by SEEK funding. 25% of all Teen Outdoor programs will be reserved for participants receiving scholarships. 50% of all spots available in Auburn MTB programs will be reserved for participants receiving scholarships.Youth Bike camps (Auburn MTB) will run for week-long sessions for three hours per day/15 hours for the week. Camps and clinics will differ week to week and can be continued through the duration of the summer for a potential total of 240 hours/participant of bike camps.Teen Bike Camps will be all day programs, 5 days per week for a total of 40 hours. Bike camps can be repeated with three sessions available for a DocuSign Envelope ID: EAB88AFB-4494-4BDF-8FB8-1C6B69F0A360 Page 131 of 138 19 total of 120 hours/participant.Teen Bike & Camp excursions are overnight camping trips with daytime activities over the course of three days for a total of 40 hours. Two sessions are available for a total of 80 hours/participant.Outdoor Adventure Camps will be all day programs, 5 days per week for a total of 40 hours. Outdoor Adventure Camps can be repeated with 3 sessions available for a total of 120 hours/participant. Youth Summer Day Camp Scholarship Program City of Auburn Parks, Art & Recreation offers a variety of summer camp programs including Sports, Tweens, and specialty mix and match camps for youth ages 6-12. Summer camp will be offered June – August, Monday – Friday 8am-5pm for 9 weeks. These are the descriptions of camps we offer: Sports- Each week of summer a different sport camp is offered including, basketball, soccer, flag football, lacrosse, volleyball, cheerleading, baseball, and an occasional multisport week. Sport camps promote active, healthy, and social skills. Since most sports aren’t offered in the summer, camps are the best way for kids to stay active. Summer sport programs also allow youth to be consistent. Consistently working on the mechanics of sports will increase your skill level and confidence. Each day kids are challenged to learn something new from their peers and coaches. Participants are challenged through skills and drills scheduled throughout the day. Depending on the sport, youth can spend anywhere between 50-90% of their day outside. For example, if they’re attending basketball camp, they spend up to 5 hours a day/ 20 hours a week/ 180 hours of summer outdoors. If they attend, soccer, lacrosse, or flag football they spend up to 7 hours a day/ 35 hours a week/ 315 hours a summer outdoors.Tweens: Tweens camp is offered to youth entering fifth and sixth grade. Each week will offer a new theme with activities to match in the morning and the afternoon is followed up with a special event or field trip. While this camps focus isn’t outdoor, we stress the importance of connecting kids socially. Transitioning from elementary to middle school can be intimidating, but summer camp helps to make the transition easier. During camp, “tweens― learn how to socially interact with one another through, problem solving, developing friendships, and team building. Social interactions develop soft skills that they will carry with them for the rest of their lives such as, listening skills, problem solving, and teamwork. Youth Mix & Match: Mix and match camps are designed to give kids a variety of specialty camps throughout the summer. Some examples of camps offered are, farming, LEGO, rock climbing, STEAM, painting, and many more. During the farming camp, kids are outside 100% of the day. Kids explore the daily activities of farm life in the early 20th century. Activities include caring for farm animals, working in the garden, crafts, archery, baking in a wood stove, playing historic games and more. While in LEGO camp, kids can build engineer designed projects with Legos. In rock climbing camp, we will give kids the opportunity to harness up and learn the fundamentals of rock climbing, learn basic climbing techniques, and set goals to reach new heights. STEAM camp will be a week of hands-on experiments and projects that gives the opportunity to build, create, explore and problem solve in the world of science and inventions. During art camp a professional artist guides children during each session to create a finished piece of artwork to take home at the end of the day. Youth mix and match camps promote social connections, encourage physical activity and support to families who struggle with childcare needs. Each camp promotes social connections by bringing kids together that share similar interest. Kids from all backgrounds come together and they can learn from one another. During camp we will nurture friendships; kids get to meet other kids with similar interest. Counselors facilitate introductions between the kids and mediate conversations and arguments whenever there’s a problem. Summer camp promotes independence. While at camp, kids get to experience time away from their parents. Helping kids develop a sense of self identity. Mom and dad aren’t there so they learn to listen to their inner voice to make decisions. Kids become more self-reliant as they discover their strengths and weakness. We schedule a variety of activities and trips throughout the summer for kids to DocuSign Envelope ID: EAB88AFB-4494-4BDF-8FB8-1C6B69F0A360 Page 132 of 138 20 participate in to develop lifelong skills. Activities such as, dodgeball. Dodgeball teaches teamwork, decision making, and resilience. Often in camp, we schedule teambuilding activities. These activities allow kids to work together to achieve a common goal. While engaged in the activities they will gain exposure to other people’s perspective. They will also learn to accomplish a goal with others and realize you must learn to work with differences. Our summer camp program will remove institutional and systematic barriers by providing scholarships to the underserved and low-income families in the community. The goal of our program is to promote an inclusive space for all youth no matter their background or economic status. These funds will allow The City of Auburn to bridge the gap between the underserved youth and everyone else. Since our programs are fee based, we will use these funds to provide scholarships for underserved populations to ensure cost is not a barrier. We will reserve 25% of our summer camp spots to families who are not able to afford our programs. In previous years we have not been able to serve youth who identify as underserved because of the lack of scholarships funds. By receiving these funds, these funds will change that narrative. We will be able to provide these families with opportunities that they otherwise will not be able to afford.The summer camp program will partner with other local organizations but at no time will these organizations be directly supervising youth in the program. Some of these partnerships include: the Auburn School District Summer Lunch Program offers free meals to youth in our programs. On some occasions contracted vendors and instructors will be used, but at no time will they be responsible for the supervision of youth participants. DocuSign Envelope ID: EAB88AFB-4494-4BDF-8FB8-1C6B69F0A360 Page 133 of 138 21 Attachment B Budget & Project Costs Worksheet Budget (as presented in the SEEK application Project Costs Worksheet) Project: Rec n' Roll Mobile Recreation Program Project Costs Summer 2022 Staff $17000 Equipment & supplies (i.e. sports equipment, art supplies, or water and snacks) (must be directly related to program being offered) $13900 Scholarships or subsidies $ Transportation $500 Facilities $ Professional Services (please be specific on type of service) $8000 Fees (such as entrance fees for field trips) $ **Meals $ Other (please specify) $2000 TOTAL $41400 Project: Auburn Outside Project Costs Summer 2022 Staff $47187 Equipment & supplies (i.e. sports equipment, art supplies, or water and snacks) (must be directly related to program being offered) $28012 Scholarships or subsidies $35225 Transportation $1920 Facilities $ Professional Services (please be specific on type of service) $ Fees (such as entrance fees for field trips) $14900 **Meals $ Other (please specify) $ TOTAL $127244 DocuSign Envelope ID: EAB88AFB-4494-4BDF-8FB8-1C6B69F0A360 Page 134 of 138 22 Project: Youth Summer Day Camp Scholarship Program Project Costs Summer 2022 Staff $12000 Equipment & supplies (i.e. sports equipment, art supplies, or water and snacks) (must be directly related to program being offered) $ Scholarships or subsidies $50000 Transportation $ Facilities $ Professional Services (please be specific on type of service) $ Fees (such as entrance fees for field trips) $ **Meals $ Other (please specify) $ TOTAL $ DocuSign Envelope ID: EAB88AFB-4494-4BDF-8FB8-1C6B69F0A360 Page 135 of 138 23 Attachment C Subcontractor Reporting Requirements Reports must contain the following information:  Describe the K-12-aged (4 to 21) youth who participated through this program including disaggregated data about student age range, gender, race/ethnicity, FRPL status, and other student information.  Describe the type of program funded and the geographic area served.  Explain how the program targeted youth populations were recruited to participate.  Explain how these funds were used to create more access to underserved and/or economically disadvantaged youth.  What disproportionately impacted communities did the summer recreation program serve?  Discuss program successes and challenges. DocuSign Envelope ID: EAB88AFB-4494-4BDF-8FB8-1C6B69F0A360 Page 136 of 138 24 Attachment D Subcontractor Agent(s) List any Subcontractor Agent(s) that will provide director supervision of youth in a program funded through SEEK. Name of Agent Address DocuSign Envelope ID: EAB88AFB-4494-4BDF-8FB8-1C6B69F0A360 Page 137 of 138 25 Attachment E Proclamation 21-14 COVID-19 Vaccination Certification To reduce the spread of COVID-19, Washington state Governor Jay Inslee, pursuant to emergency powers authorized in RCW 43.06.220, issued Proclamation 21-14 – COVID-19 Vaccination Requirement (dated August 9, 2021), as amended by Proclamation 21-14.1 – COVID-19 Vaccination Requirement (dated August 20, 2021) and as amended by Proclamation 21-14.2 – COVID-19 Vaccination Requirement (dated September 27, 2021), and as may be amended thereafter. The Proclamation requires contractors who have goods, services, or public works contracts with a Washington state agency to ensure that their personnel (including subcontractors and agents) who perform contract activities on-site comply with the COVID-19 vaccination requirements, unless exempted as prescribed by the Proclamation. AWC is under contract with OSPI and as such is required to meet these requirements and ensure that any subcontractors also comply. By entering into this agreement, the Subcontractor agrees to comply as follows: 1. Has reviewed and understands Subcontractor’s obligations as set forth in Proclamation 21-14 – COVID-19 Vaccination Requirement (dated August 9, 2021), as amended by Proclamation 21- 14.1 – COVID-19 Vaccination Requirement (dated August 20, 2021), and as amended by Proclamation 21-14.2 – COVID-19 Vaccination Requirement (dated September 27, 2021); 2. Has developed a COVID-19 Vaccination Verification Plan for Subcontractor’s personnel (including agents) that complies with the above-referenced Proclamation; 3. Has obtained a copy or visually observed proof of full vaccination against COVID-19 for Subcontractor personnel (including agents) who are subject to the vaccination requirement in the above-referenced Proclamation; 4. Complies with the requirements for granting disability and religious accommodations for Subcontractor personnel (including agents) who are subject to the vaccination requirement in the above-referenced Proclamation; 5. Has operational procedures in place to ensure that any contract activities that occur in person and on-site at OSPI premises (other than only for a short period of time during a given day and where any moments of close proximity to others on-site will be fleeting – e.g., a few minutes for deliveries) that are performed by Subcontractor personnel (including agents) will be performed by personnel who are fully vaccinated or properly exempted as required by the above- referenced Proclamation; 6. Has operational procedures in place to enable Subcontractor personnel (including agents) who perform contract activities on-site and at OSPI premises to provide compliance documentation that such personnel are in compliance with the above referenced Proclamation; 7. Will provide to OSPI or AWC, upon request, Subcontractor’s COVID-19 Vaccination Verification Plan and related records, except as prohibited by law, and will cooperate with any investigation or inquiry pertaining to the same. DocuSign Envelope ID: EAB88AFB-4494-4BDF-8FB8-1C6B69F0A360 Page 138 of 138