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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-3-2433 <br />COUNTYWIDE SIGNAL SYNCHRONIZATION BASELINE PROJECT <br />ARTICLE 1. COMPLETE AGREEMENT <br />A. This Agreement, including any attachments incorporated herein and made applicable by <br />reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of this <br />Agreement between the AUTHORITY and the PARTICIPATING AGENCY and supersedes all prior <br />representations, understandings, and communications. The invalidity in whole or in part of any term or <br />condition of this Agreement shall not affect the validity of other term(s) or conditions(s) of this Agreement. <br />The above referenced Recitals are true and correct and are incorporated by reference herein. <br />B. The AUTHORITY's failure to insist on any instance(s) of the PARTICIPATING AGENCY's <br />performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or <br />relinquishment of the AUTHORITY's right to such performance or to future performance of such term(s) <br />or condition(s), and the PARTICIPATING AGENCY's obligation in respect thereto shall continue in full <br />force and effect. Changes to any portion of this Agreement shall not be binding upon the AUTHORITY <br />except when specifically confirmed in writing by an authorized representative of the AUTHORITY by way <br />of a written amendment to this Agreement and issued in accordance with the provisions of this <br />Agreement. <br />C. The PARTICIPATING AGENCY's failure to insist on any instance(s) of the AUTHORITY's <br />performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or <br />relinquishment of the PARTICIPATING AGENCY's right to such performance or to future performance of <br />such term(s) or condition(s), and the AUTHORITY's obligation in respect thereto shall continue in full <br />force and effect. Changes to any portion of this Agreement shall not be binding upon the PARTICIPATING <br />AGENCY except when specifically confirmed in writing by an authorized representative of the <br />PARTICIPATING AGENCY by way of a written amendment to this Agreement and issued in accordance <br />with the provisions of this Agreement. <br />Page 3 of 10 <br />