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COOPERATIVE AGREEMENT NO. C-7-2031 <br />1 WHEREAS, AUTHORITY is the sponsor and the primary funding agency for PROJECT; and <br />2 WHEREAS, PROJECT is located within and adjacent to the STATE right-of-way in the CITY and <br />3 County of Orange; and <br />4 WHEREAS, AUTHORITY has contracted with T.Y. Lin International as the Final Design <br />5 Consultant for this PROJECT, to assist with the design and construction phases of PROJECT; and <br />6 WHEREAS, AUTHORITY will reimburse CITY for actual costs for CITY SERVICES, and in <br />7 accordance with the attached SCHEDULE A, "REIMBURSEMENT SCHEDULE FOR COMBINED CITY <br />8 SERVICES." <br />9 WHEREAS, CITY's City Council approved this Agreement on August 15, 2017; <br />10 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as follows: <br />11 ARTICLE 1. COMPLETE AGREEMENT <br />12 A. This Agreement, including any attachments incorporated herein and made applicable by <br />13 reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of this <br />14 Agreement between AUTHORITY and CITY and it supersedes all prior representations, understandings, <br />15 and communications. The invalidity in whole or in part of any term or condition of this Agreement shall <br />16 not affect the validity of other term(s) or conditions(s) of this Agreement. The above referenced Recitals <br />17 are true and correct and incorporated by reference herein. <br />18 B. AUTHORITY's failure to insist on any instance(s) of CITY's performance of any term(s) or <br />19 condition(s) of this Agreement shall not be construed as a waiver or relinquishment of AUTHORITY's <br />20 right to such performance or to future performance of such term(s) or condition(s), and CITY's obligation <br />21 in respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall <br />22 not be binding upon AUTHORITY except when specifically confirmed in writing by an authorized <br />23 representative of AUTHORITY by way of a written amendment to this Agreement and issued in <br />24 accordance with the provisions of this Agreement. <br />25 C. CITY's failure to insist on any instance(s) of AUTHORITY's performance of any term(s) or <br />26 condition(s) of this Agreement shall not be construed as a waiver or relinquishment of CITY's right to such <br />Page 2of11 <br />LAC amm%CLERI CALIWORDPROUAGREE�AG72031,docx <br />