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DIRECT ACCESS AGGREGATION AGREEMENT -EXHIBIT B STANDARD CONTRACT PROVISIONS A. Time of Essence. Time is of the essence in this Agreement. B. Waiver. The waiver by either party of a breach by the other of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach either of the same or a different provision of this Agreement. C. Controlling Law. This Agreement and all matters relating to it shall be governed by the laws of the State of California. D. Binding on Successors Etc This Agreement shall be binding upon the successors, assigns, or transferees of ABAG or Public Agency as the case may be. This provision shall not be construed as an authorization to assign, transfer, hypothecate, or pledge this Agreement other than as provided above. E. Records/Audit. ABAG shall keep complete and accurate books and records of all financial aspects of its relationship with Public Agency in accordance with generally-accepted accounting principles. ABAG shall permit authorized representatives of Public Agency and/or any of Public Agency's governmental grantors to inspect, copy, and audit all data and records of ABAG relating to its performance of services under this Agreement. ABAG shall maintain all such data and records intact for a period of three (3) years after the date that services are completed hereunder or this Agreement is otherwise terminated. F. Prohibited Interest. ABAG's officers, employees or agents shall neither solicit nor accept gratuities, favors or anything of monetary value from contractors, potential contractors, or parties to subcontracts. G. Insurance Requirements. (1) ABAG shall, at its own expense, obtain and maintain in effect at all times during the life of this Agreement the following insurance: (a) Workers' compensation insurance as required by law. (b) Comprehensive general liability insurance coverage of One Million Dollars ($1,000,000) in the aggregate for products and/or completed operations and One Million Dollars ($1,000,000) per occurrence for automobiles. (c) Professional liability insurance with minimum liability limits of Two Million Dollars ($2,000,000) in the aggregate. (2) All ABAG's insurance policies shall contain an endorsement providing that written notice shall be given to Public Agency at least thirty (30) days prior to termination, cancellation, or reduction of coverage in the policy or policies, and all policies shall be carried by an insurance company or companies acceptable to Public Agency. (3) In addition, each policy or policies of insurance described in subparagraph (2) above will contain an endorsement providing for inclusion of Public Agency and its directors, officers, agents, and employees as additional insureds with respect to the work or operations in connection with this Agreement and providing that such insurance is primary insurance and that no insurance of Public Agency will be called upon to contribute to a loss. 10 Wind Up Agreement -Attachment AAttachment A