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Agreement for Professional and Software Services <br />Host Compliance LLC <br />to the City are solely such as are prescribed by this Agreement. <br />6.9 Copyright. No reports, maps or other documents produced in whole or in <br />part under this Agreement shall be the subject of an application for copyright by or on behalf of <br />the Consultant. <br />6.10 Legal Construction. <br />(a) This Agreement is made and entered into in the State of California <br />and shall in all respects be interpreted, enforced and governed under the laws of the State of <br />California. <br />(b) This Agreement shall be construed without regard to the identity of <br />the persons who drafted its various provisions. Each and every provision of this Agreement shall <br />be construed as though each of the parties participated equally in the drafting of same, and any <br />rule of construction that a document is to be construed against the drafting party shall not be <br />applicable to this Agreement. <br />(c) The article and section, captions and headings herein have been <br />inserted for convenience only, and shall not be considered or referred to in resolving questions of <br />interpretation or construction. <br />(d) Whenever in this Agreement the context may so require, the <br />masculine gender shall be deemed to refer to and include the feminine and neuter, and the <br />singular shall refer to and include the plural. <br />6.11 Counterparts. This Agreement may be executed in counterparts and as <br />so executed shall constitute an agreement which shall be binding upon all parties hereto. <br />6.12 Final Payment Acceptance Constitutes Release. The acceptance by the <br />Consultant of the final payment made under this Agreement shall operate as and be a release of <br />the City from all claims and liabilities for compensation to the Consultant for anything done, <br />furnished or relating to the Consultant's work or services. Acceptance of payment shall be any <br />negotiation of the City's check or the failure to make a written extra compensation claim within <br />ten (10) calendar days of the receipt of that check. However, approval or payment by the City <br />shall not constitute, nor be deemed, a release of the responsibility and liability of the Consultant, <br />its employees, sub -consultants and agents for the accuracy and competency of the information <br />provided and/or work performed; nor shall such approval or payment be deemed to be an <br />assumption of such responsibility or liability by the City for any defect or error in the work <br />prepared by the Consultant, its employees, sub -consultants and agents. <br />6.13 Corrections. In addition to the above indemnification obligations, the <br />Consultant shall correct, at its expense, all errors in the work which may be disclosed during the <br />City's review of the Consultant's report or plans. Should the Consultant fail to make such <br />correction in a reasonably timely manner, such correction shall be made by the City, and the cost <br />thereof shall be charged to the Consultant. <br />REV: 10-03-18 PR <br />Page 6 of 13 <br />ATTY/AGR.2018.240/Host Compliance <br />