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<br />Exhibit B – Flow-Down Provisions <br />Cooperative Agreement No. C-4-2053 <br />24. Independent Contractor <br />Sub-Recipient and its Consultant(s) shall be independent contractors in the performance of this <br />MOU, and not officers, employees, or agents of SCAG. <br />25. Assignment <br />Neither Party shall assign any rights or interests in this MOU, or any part thereof, without the <br />written consent of each Party to this MOU, which consent may be granted, withheld or conditioned <br />in the consenting Party’s sole and absolute discretion. Any assignment without such written <br />consent shall be void and unenforceable. The covenants and agreement of this MOU shall inure to <br />the benefit of and shall be binding upon each of the Parties and their respective successors and <br />assignees. <br />26. Release of Information <br />Sub-Recipient shall not release any information or Work Products to a third party or otherwise <br />publish or utilize any information or Work Products obtained or produced by it as a result of or in <br />connection with the performance of services under this MOU without the prior written <br />authorization of SCAG, except as provided under this MOU or as required by law (including, <br />without limitation, pursuant to the California Public Records Act). <br />All public-facing communications materials relating to this MOU or its subject matter shall <br />acknowledge SCAG. Communications materials include, but are not limited to, site signage, <br />printed information materials, print and online publications, websites, advertisements, video, <br />public service announcements, social media postings, events, media advisories, news releases, and <br />all other related materials. <br />To ensure consistency of public information about SCAG programs and funded work products, <br />Sub-Recipient is required to notify and coordinate with SCAG’s Manager of Media & Public <br />Affairs or a specified designee on any media inquiries or plans for proactively providing <br />information to media outlets. <br />All communication materials must be provided to SCAG prior to completion so that inclusion of <br />this element can be confirmed. SCAG will reply within three business days; if no reply is received, <br />the Sub-Recipient can proceed without comments. <br />SCAG Communication Contact: <br />Alisha James <br />james@scag.ca.gov <br />(213) 236-1884 <br />16 | Page