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<br />Docusign Envelope ID: 6DA6840A-CBC0-4053-80F1-F219D97CE273 <br />MOU No. :M-017-25 <br />SCAG Project/OWP No. :305.4927.03 <br />g. Loss Leader. If this MOU involves the furnishing of equipment, materials, or supplies then the <br />following statement is incorporated: It is unlawful for any person engaged in business within this <br />state to sell or use any article or product as a “loss leader” as defined in Section 17030 of the <br />Business and Professions Code. (PCC § 10344(e).) <br />22. Public Works and Construction <br />The Grant Funds shall not be used for public works projects. Services constituting public works are <br />described in California Labor Code Sections 1720-1861, as may be amended or recodified by <br />legislative action from time-to-time. The use of Grant Funds for a public works project shall be a <br />breach of this MOU. <br />23. Conflict of Interest <br />The Parties shall comply with all applicable Federal and State conflict of interest laws, regulations, <br />and policies. <br />In Process24. Independent Contractor <br />Recipients shall be independent contractors in the performance of this MOU, and not officers, <br />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 written <br />consent of each Party to this MOU, which consent may be granted, withheld, or conditioned in the <br />consenting Party’s sole and absolute discretion. Any assignment without such written consent shall be <br />void and unenforceable. The covenants and agreement of this MOU shall inure to the benefit of and <br />shall be binding upon each of the Parties and their respective successors and assignees. <br />26. Release of Information <br />a. Subject to any provisions of law, including but not limited to the California Public Records Act, <br />any Work Product or materials deemed confidential by either Party shall be held confidential by <br />the receiving Party who shall safeguard such confidential materials from unauthorized disclosure, <br />using the same standard of care to avoid disclosure as the receiving Party treats its confidential <br />information, but in no case less than reasonable care. Nothing furnished to either Party which is <br />otherwise known or is generally known, or has become known, to the related industry shall be <br />deemed confidential. <br />b. Recipients shall not release any information or Work Products to a third party or otherwise publish <br />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 />Page 18