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services contemplated herein, wholly or in part, for such period as it deems necessary due to <br /> unfavorable conditions or to the failure on the part of the Consultant to perform any provision of <br /> this Agreement. Consultant will be paid for satisfactory services performed prior to the date of <br /> suspension. During the period of suspension, Consultant shall not receive any payment for services <br /> or expenses incurred by Consultant by reason of such suspension. <br /> 19. Merger; Amendment. This Agreement constitutes the complete and exclusive <br /> statement of the agreement between City and Consultant and shall supersede all prior negotiations, <br /> representations, or agreements, either written or oral. This document may be amended only by <br /> written instrument, signed by both the City and Consultant. All provisions of this Agreement are <br /> expressly made conditions. <br /> 20. Interpretation. This Agreement shall be interpreted as though it was a product of a <br /> joint drafting effort and no provisions shall be interpreted against a party on the ground that said <br /> party was solely or primarily responsible for drafting the language to be interpreted. <br /> 21 . Litigation Costs. If either party becomes involved in litigation arising out of this <br /> Agreement or the performance thereof, the court in such litigation shall award reasonable costs <br /> and expenses, including attorneys' fees, to the prevailing party. In awarding attorneys' fees, the <br /> court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do <br /> so, award the full amount of costs, expenses, and attorneys' fees paid or incurred in good faith. <br /> 22. Time of the Essence. Time is of the essence of this Agreement. Upon execution of <br /> this Agreement, Consultant shall immediately commence work to perform the services required <br /> and in accordance with the time requirements set forth in this Agreement. <br /> 23. Written Notification. Any notice, demand, request, consent, approval or <br /> communication that either party desires or is required to give to the other party shall be in writing <br /> and either served personally or sent by prepaid, first class mail. Any such notice, demand, etc. shall <br /> be addressed to the other party at the address set forth below. Either party may change its address <br /> by notifying the other party of the change of address. Notice shall be deemed communicated within <br /> 72 hours from the time of mailing if mailed as provided in this section. <br /> If to City: City Manager <br /> City of Redwood City - City Hall <br /> 1017 Middlefield Road <br /> Redwood City, CA 94063 <br /> Phone: 650-780-7000 <br /> Fax: 650-780-7225 <br /> Email: mail@redwoodcity.org <br /> If to Consultant: Chad Wakefield <br /> Overland Pacific & Cutler, Inc. <br /> 7901 Oakport Street, Suite 4800 <br /> Oakland, CA 94621 <br /> ATTY/AGR/2016.250/RELOCATION ASSISTANCE CONSULTANT AGREEMENT <br /> REV: 09-07-16 VR <br /> Page 8 of 18 <br />