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Regional Early Action Planning (REAP), <br />Grant Suballocation Agreement, <br />City of Redwood City <br />Page 7 <br /> <br />substitution or addition of subconsultants. <br />20. Nothing contained in this Agreement or otherwise, shall create any contractual relationship <br />between ABAG and any subconsultants, and no subcontract shall relieve Recipient of his/her <br />responsibilities and obligations hereunder. Recipient agrees to be as fully responsible to ABAG for the <br />acts and omissions of its subconsultants and of persons either directly or indirectly employed by any of <br />them as it is for the acts and omissions of persons directly employed by Recipient. Recipient 's <br />obligation to pay its subconsultants is an independent obligation from ABAG's obligation to make <br />payments to Recipient. <br />21. Applicable provisions of this Agreement shall be included in any subcontract or subconsultant <br />agreement entered into under of this Agreement. If the Recipient already has a subconsultant in place <br />performing applicable work, then Recipient is responsible for communicating to its subconsultant of all <br />applicable provisions of this Agreement. <br />22. This Agreement constitutes the complete agreement between the parties and supersedes any <br />prior written or oral communications. Any changes to this agreement may only be amended by mutual <br />agreement of ABAG and Recipient at any time during the term of the Agreement. All such changes <br />shall be incorporated in written amendments, which shall specify the changes in work performed and <br />any adjustments in compensation and schedule. All amendments shall be executed by the authorized <br />Executive or a designated representative of ABAG and Recipient and specifically identified as <br />amendments to the Agreement. The ABAG Project Manager is not a designated representative, for <br />purposes of executing an amendment. <br />23. If any term or condition of this Agreement is found to be illegal or unenforceable, such term or <br />condition shall be deemed stricken and the remaining terms and conditions shall remain valid and in <br />full force and effect. <br />24. This Agreement is not for the benefit of any person or entity other than the parties. <br /> <br /> <br />(Signatures are on the following page) <br /> <br />DocuSign Envelope ID: 8A67B327-8D8D-41F3-A9AA-0E6612310575