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COOPERATIVE AGREEMENT NO. C-1-2447 <br />1 <br />2 <br />3 <br />4 <br />5 <br />6 <br />7 <br />s <br />9 <br />10 <br />11 <br />12 <br />13 <br />14 <br />15 <br />16 <br />17 <br />1s <br />19 <br />20 <br />21 <br />22 <br />23 <br />24 <br />25 <br />26 <br />NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as <br />follows: <br />ARTICLE 1. COMPLETE AGREEMENT <br />A. This Agreement, including any exhibits and documents incorporated herein and made <br />applicable by reference, constitute the complete and exclusive statement of the terms and conditions <br />of this Agreement between AUTHORITY and CITY concerning funding of PROJECT. <br />B. The above-referenced Recitals are true and correct and are incorporated by <br />reference herein. <br />C. AUTHORITY'S failure to insist on any instance(s) of CITY's performance of any <br />term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of <br />AUTHORITY's right to such performance or to future performance of such term(s) or condition(s), <br />and CITY's obligation in respect thereto shall continue in full force and effect. Changes to any <br />portion of this Agreement shall not be binding upon AUTHORITY except when specifically confirmed <br />in writing by an authorized representative of AUTHORITY by way of a written amendment to this <br />Agreement and issued in accordance with the provisions of this Agreement. <br />ARTICLE 2. RESPONSIBILITIES OF AUTHORITY <br />AUTHORITY agrees to the following responsibilities for PROJECT: <br />A. AUTHORITY shall formally request on behalf of the CITY that the Southern California <br />Association of Governments (SCAG) amend the Federal Transportation Improvement Program (FTIP) <br />to provide FTA funding to the project, whereby AUTHORITY's performance under this Agreement is <br />contingent upon SCAG and FTA approval. <br />B. AUTHORITY will perform oversight of the M2 and federal funds in compliance with M2 <br />eligibility guidelines, Comprehensive Transportation Funding Program Guidelines and Federal Transit <br />Administration (FTA) funding requirements. <br />C. AUTHORITY shall remit to CITY within 30 days of receipt of an acceptable invoice, in <br />accordance with ARTICLE 5 REQUEST FOR REIMBURSEMENT and EXHIBIT A "FUNDING <br />Page 3 of 13 <br />L:ICAMMIC LERICAL1wORDP ROCIAGREE\AG12447.DOCX