ORANGE COUNTY TRANSPORTATION AUTHORITY (OCTA) (C-9-0825)

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MEMORANDUM OF UNDERSTANDING C-9-0825 1 WHEREAS, the PROJECT is fourteen (14) miles in length and will include approximately forty- 2 seven (47) traffic signals located from the City of Seal Beach to the City of Santa Ana, as illustrated in 3 the PROJECT Scope of Work which is attached herein as Exhibit A; and 4 WHEREAS, the PROJECT will also include hardware and software upgrades to traffic 5 controllers, traffic telecommunications and inter-tie systems, central traffic master controllers and 6 associated systems (hereinafter collectively referred to as "Traffic Control Elements"), and these Traffic 7 Control Elements will be constructed and/or installed and implemented as part of the PROJECT as 8 identified in the PROJECT Scope of Work; and 9 WHEREAS, AUTHORITY agrees to work with AGENCIES to coordinate the inclusion of other 10 Traffic Control Elements to be installed during the construction of the PROJECT that are not included in 11 the PROJECT Scope of Work, and that the owning AGENCY will have responsibility for coordinating 12 and funding the installation of those Traffic Control Elements during the course of the PROJECT; and 13 WHEREAS, AUTHORITY and AGENCIES desire to enter into this MOU to demonstrate their 14 commitment to improving transportation opportunities for Orange County and to develop and implement 15 the Westminster Avenue/17th Street TSS Project; 16 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and AGENCIES to 17 enter into the following Memorandum of Understanding with respect to the matters as follows: 18 ARTICLE 1. COMPLETE AGREEMENT: 19 This MOU, including all exhibits and documents incorporated herein and made applicable by 20 reference, constitutes the complete and exclusive statement of the terms and conditions of the MOU 21 between AUTHORITY and AGENCIES concerning the PROJECT and supersedes all prior 22 representations, understandings and communications between the parties. The above-referenced 23 recitals are true and correct and are incorporated by reference herein. The invalidity in whole or part of 24 any term or condition of this MOU shall not affect the validity of other term(s) or condition(s). 25 ARTICLE 2. RESPONSIBILITIES OF AUTHORITY: 26 AUTHORITY agrees to the following responsibilities for PROJECT: Page 2 of 10