ORANGE COUNTY TRANSPORTATION AUTHORITY (OCTA) (3)

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