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limiting the generality of the foregoing, SunGard Public
<br /> SunGard Public Sector acknowledges that Sector warrants and represents that it possesses a
<br /> the Customer is a public agency that is subject valid certificate of qualification to transact business in
<br /> to the Brown Act(Gov. Code Section 54950 et the State of California issued by the California
<br /> seq.) and that this Agreement or portions Secretary of State pursuant to Section 2105 of the
<br /> thereof may be subject to public disclosure California Corporations Code.
<br /> without notice to SunGard Public Sector.
<br /> Further, SunGard Public Sector acknowledges 10. Prevailina Waqe SunGard Public Sector is
<br /> that the Customer is subject to documents aware of the requirements of California Labor Code
<br /> requests pursuant to the California Public Section 1720, et seq., and 1770 et seq., as well as
<br /> Records Act and Freedom of Information Act California Code of Regulations, Title 8, Section 1600
<br /> ("Acts"). Customer shall notify SunGard Public et seq. ("Prevailing Wage Laws"), which require the
<br /> Sector within five (5) business days of payment of prevailing wage rates and the performance
<br /> receiving a request under the Acts for any of other requirements on "public works" and
<br /> records which would constitute Confidential "maintenance" projects. If the services provided
<br /> Information and to the extent allowed by law, hereunder are being performed as part of an
<br /> Customer shall apply exceptions to discl�su�e applicable "public works" or"maintenance" project, as
<br /> of the Confidential Information that are defined by the Prevailing Wage Laws, and if the total
<br /> applicable under the Acts. If a suit is filed by�a compensation is $1,000 or more, SunGard Public
<br /> member of the public with respect to any such Sector agrees to fully comply with such Prevailing
<br /> request, Customer will cooperate in any action Wage Laws. City shall provide SunGard Public Sector
<br /> to intervene filed by SunGard Public Sector. with a copy of the prevailing rates of per diem wages
<br /> Notwithstanding any provision in this in effect at the commencement of this Agreement. If
<br /> Agreement to the contrary, SunGard Public th� services provided hereunder are being performed
<br /> Sector will indemnify and hold harmless as part of an applicable "public works" or
<br /> Customer for any and all costs and attorneys' "maintenance" project as defined by the Prevailing
<br /> fees awarded to a prevailing plaintiff arising Wage Laws, SunGard Public Sector shall make
<br /> out of or related to a suit which result from available to interested parties upon request, copies of
<br /> Customer's actions, taken at SunGard Public the prevailing rates of per diem wages for each craft,
<br /> Sector's request, in compliance with this classification or type of worker needed to execute the
<br /> provision in protectiny the Confidential Services, and shall post copies at SunGard Public
<br /> Information from public desclosure. Sector's principal place of business and at the project
<br /> site. Contractor shall defend, indemnify and hold the
<br /> 8. Notices. All notices and other Customer, its elected officials, officers, employees and
<br /> communications required or permitted under agents free and harmless pursuant to the
<br /> this Agreement must be in writing and will be indemnification provisions of this Agreement and in
<br /> deemed given when: Delivered personally; accordance with the language of this section, from any
<br /> sent by United States registered or certified claim or liability arising out of any failure or alleged
<br /> mail, return receipt requested; transmitted by failure to comply with the Prevailing Wage Laws.
<br /> facsimile confirmed by United States first
<br /> class mail; or sent by overnight courier. 11. Force Maieure. Neither party will be liable to the
<br /> Notices must be sent to a party at its address other for any failure or delay in performance under this
<br /> shown on the first page of this Agreement, oX Agreement due to circumstances beyond its
<br /> to such other place as the party may reasonable control, including Acts of God, acts of war,
<br /> subsequently designate for its receipt of accident, labor disruption, acts, omissions and
<br /> notices. defaults of third parties and official, governmental and
<br /> judicial action not the fault of the party failing or
<br /> 9. Business License and Approvals. delaying in performance.
<br /> SunGard Public Sector represents and
<br /> warrants that SunGard Public Sector has all 12. Assiqnment. Neither party may assign any of
<br /> business licenses, certificates, permits, and its rights or obligations under this Agreement, and any
<br /> approvals of whatsoever nature that are attempt at such assignment will be void without the
<br /> legally required for SunGard Public Sector to' prior written consent of the other party. For purposes
<br /> perform its obligations under the Agreement, of this Agreement, "assignment"will include use of the
<br /> and shall, at its sole cost and expense, keep Software for benefit of any third party to a merger,
<br /> in effect or obtain at all times during the term acquisition and/or other consolidation by, with or of
<br /> of this Agreement all such business licenses, Customer, including any new or surviving entity that
<br /> certificates, permits, and approvals. Without results from such merger, acquisition and/or other
<br /> Page 5 of 10
<br /> REV:OS-02-16 RL
<br /> ATfY/AGR/2016.089/CITY OF REDWOOD CITY,CA SPS MAINTENANCE 071015
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