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COOPERATIVE AGREEMENT NO, C-0.2037 <br />EDINGERAVENUE — RTSSP <br />1 WHEREAS, the PARTICIPATING AGENCIES have elected to designate the AUTHORITY and <br />2 the AUTHORITY agrees to act as the implementing agency to carry out PROJECT; and <br />3 WHEREAS, the PROJECT will Include approximately forty-one (41) traffic signalized <br />4 Intersections; and <br />5 WHEREAS, the PROJECT will Include Intelligent Transportation System (ITS) elements <br />6 Identified in the APPLICATION Including certain hardware and software upgrades to intersection and <br />7 central control systems Including Advanced Transportation Controller units (ATC), telematics and <br />8 interconnect systems, Advanced Transportation Management Systems (AIMS), Roadside Units <br />9 (RSU), and other associated systems (hereinafter collectively referred to as 'ITS ELEMENTS"), will <br />10 be constructed and/or Installed and implemented as part of the PROJECT; and <br />11 WHEREAS, the AUTHORITY agrees to work with PARTICIPATING AGENCIES to coordinate <br />12 the inclusion of other ITS elements (hereinafter, "OTHER ELEMENTS') that should be installed at the <br />13 same time as the construction of the PROJECT and are not part of this Agreement; and <br />14 WHEREAS, all costs associated with the inclusion of these OTHER ELEMENTS, if any, are <br />15 the sole responsibility of the Party owning each and any of those OTHER ELEMENTS during the <br />16 project; and <br />17 WHEREAS, AUTHORITY and each respective Party acknowledge and understand that in- <br />18 house resources (staff) from Party will provide various services for PROJECT; and <br />19 WHEREAS, AUTHORITY and each respective Party acknowledge and understand that <br />20 PROJECT costs for various types of additional work required by each respective Party, by its staff, or <br />21 by policy, may not have been included in the original application and therefore costs to contractors or <br />22 consultants to comply with staff requirements are not Included in the PROJECT allocation; and <br />23 WHEREAS, AUTHORITY and Parties agree that these costs will be paid by PROJECT; and <br />24 WHEREAS, Parties and each respective Party acknowledge and understand that the costs for <br />25 the additional work may be reversed by AUTHORITY's Audit; and <br />26 / <br />Page 2 of 15 <br />L:lCammICLERICAL1WORbtPROC1AGREE1AG02037 <br />