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Exhibit B—Flow-Down Provisions <br /> Cooperative Agreement No. C-3-3087 <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 I Page <br />