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1 <br />2 <br />3 <br />4 <br />5 <br />6 <br />7 <br />8 <br />9 <br />10 <br />11 <br />12 <br />13 <br />14 <br />15 <br />16 <br />17 <br />18 <br />19 <br />20 <br />21 <br />22 <br />23 <br />24 <br />25 <br />26 <br />COOPERATIVE AGREEMENT NO. C-0-2039 <br />WARNER AVENUE — RTSSP <br />WHEREAS, the PARTICIPATING AGENCIES have elected to designate the AUTHORITY <br />and the AUTHORITY agrees to act as the implementing agency to carry out PROJECT; and <br />WHEREAS, the PROJECT will include approximately forty-two (42) traffic signalized <br />intersections; and <br />WHEREAS, the PROJECT will include Intelligent Transportation System (ITS) elements <br />identified in the APPLICATION including certain hardware and software upgrades to intersection and <br />central control systems including Advanced Transportation Controller units (ATC), telematics and <br />interconnect systems, Advanced Transportation Management Systems (ATMS), Roadside Units <br />(RSU), and other associated systems (hereinafter collectively referred to as "ITS ELEMENTS"), will <br />be constructed and/or installed and implemented as part of the PROJECT; and <br />WHEREAS, the AUTHORITY agrees to work with PARTICIPATING AGENCIES to coordinate <br />the inclusion of other ITS elements (hereinafter, "OTHER ELEMENTS") that should be installed at the <br />same time as the construction of the PROJECT and are not part of this Agreement; and <br />WHEREAS, all costs associated with the inclusion of these OTHER ELEMENTS, if any, are <br />the sole responsibility of the Party owning each and any of those OTHER ELEMENTS during the <br />project; and <br />WHEREAS, AUTHORITY and each respective Party acknowledge and understand that in- <br />house resources (staff) from Party will provide various services for PROJECT; and <br />WHEREAS, AUTHORITY and each respective Party acknowledge and understand that <br />PROJECT costs for various types of additional work required by each respective Party, by its staff, or <br />by policy, may not have been included in the original application and therefore costs to contractors or <br />consultants to comply with staff requirements are not included in the PROJECT allocation; and <br />WHEREAS, AUTHORITY and Parties agree that these costs will be paid by PROJECT; and <br />WHEREAS, Parties and each respective Party acknowledge and understand that the costs for <br />the additional work may be reversed by AUTHORITY's Audit; and <br />Page 2 of 14 <br />L:\Camm\CLERICAL\WORD\PROC\AGR EEWG02039 <br />25B-22 <br />