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i <br />COOPERATIVE AGREEMENT NO. C-2-1992 <br />1 WHEREAS, the PARTICIPATING AGENCIES in their approved APPLICATION have elected <br />2 to designate the AUTHORITY and the AUTHORITY agrees to act as the implementing agency to carry <br />3 out the signal coordination PROJECT; and <br />4 WHEREAS, the PROJECT will include approximately forty-nine (49) traffic signals as <br />5 identified in the APPLICATION and illustrated in the PROJECT Scope of Work, which is attached <br />6 and referred to herein as Attachment A; and <br />7 WHEREAS, the PROJECT will include elements identified in the APPLICATION including <br />8 certain hardware and software upgrades to traffic controllers, traffic telecommunications and intertie <br />9 systems, central traffic master controllers and associated systems (hereinafter collectively referred <br />10 to as 'TRAFFIC CONTROL ELEMENTS"), will be constructed and or installed and implemented as <br />11 part of the PROJECT as identified in Attachment A; and <br />12 WHEREAS, the AUTHORITY agrees to work with PARTICIPATING AGENCIES to <br />13 coordinate the inclusion of other traffic control elements that must be installed at the same time as <br />14 the construction of the PROJECT that are NOT included in Attachment A and will be the <br />15 responsibility of the AGENCY owning each and any of those traffic control elements during the <br />16 course of the project; and <br />17 WHEREAS, the AUTHORITY agrees to implement the PROJECT based on Attachment A. <br />18 WHEREAS, the PARTICIPATING AGENCIES agree to a combined cash and in -kind match of <br />19 two hundred, forty-five thousand dollars ($245,000.00), equivalent to twenty percent (20%) of the <br />20 PROJECT cost (see Attachment B); and <br />21 WHEREAS, the AUTHORITY and the PARTICIPATING AGENCIES desire to enter into this <br />22 Agreement to implement the PROJECT in support of Project P as part of M2; and <br />23 WHEREAS, this Cooperative Agreement defines the specific terms, conditions and funding <br />24 responsibilities between the AUTHORITY and the PARTICIPATING AGENCIES for the implementation <br />25 of the PROJECT. <br />26 WHEREAS, the Orange County Transportation Authority Board of Directors approved funding <br />Page 2 of 15 <br />