Agmt16 SunGard Public Sector LLC

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Claim. SunGard Public Sector shall have no (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, obligation with respect to any claim arising out OR OTHERWISE, AND WHETHER OR NOT of: (x) any unauthorized use, distribution or SUNGARD PUBLIC SECTOR HAS BEEN ADVISED display of the Platform; (y) any modifications OF THE POSSIBILITY OF SUCH DAMAGE. to the Platform not authorized or made by SunGard Public Sector; or(z)any combination 17. Entire Aqreement.This Agreement contains the of the Platform with any third party hardware, entire understanding of the parties with respect to its software, service or technology if such claim subject matter, and supersedes and extinguishes all would not have arisen but for such prior oral and written communications between the combination. If SunGard Public Sector, in its parties about its subject matter. Any purchase order or sole discretion, believes an IP Claim or an similar document which may be issued by Customer in adverse judgment in connection with an IP connection with this Agreement does not modify this Claim is likely, then SunGard Public Sector Agreement. No modification of this Agreement will be may, at its expense, (a) obtain a license from effective unless it is in writing, is signed by each party, such third party claimant that allows for and expressly provides that it amends this Agreement. continued operation of the Platform, (b) modify the Platform so as to be rion-infringing, or(c) if 18. Miscellaneous. SunGard Public Sector will neither (a) nor (b) is avaifable to SunGard perform the services described in this Agreement as Public Sector at a commercially reasonable an independent contractor and not as an employee of terms, terminate this Agreement upon written Customer. The persons used by SunGard Public notice to Customer. The Parties expressly Sector to provide services under this Agreement shall agree that this Section 15 shall survive the not be considered employees of Customer for any expiration or termination of this Agreement. purposes. Paragraph headings as used herein are for convenience only and will not be deemed to be a part 16. LIMITATIONS OF LIABILITY. of such paragraphs and will not be construed to change the meaning thereof. SunGard Public Sector (a) LIMITED LIABILITY OF SUNGARD will keep fully informed of federal, state and local laws PUBLIC SECTOR. EXCEPT FOR and ordinances and regulations which in any manner SUNGARD'S INDEMNIFICATION affect those employed by SunGard Public Sector, or in OBLIGATIONS SET FORTH IN THIS any way affect the performance of the Services by AGREEMENT, � SUNGARD PUBLIC SunGard Public Sector. SunGard Public Sector uvill at SECTOR'S LiABILITY IN CONNECTION all times observe and comply with these laws, WITH TFIE lMPROVEMENTS OR ANY ordinances, and regulations and will be responsible for OTHER MATTER RELATING TO THIS the compliance of SunGard Public Sector's services AGREEMENT WILL NOT EXCEED THE with all applicable laws, ordinances and regulations. FEES THAT CUSTOMER ACTUALLY PAID Consultant will comply with all applicable local, state TO SUNGARD PUBLIC SECTOR FOR THE and federal laws and regulations prohibiting IMPROVEMENTS FOR THE YEAR THAT discrimination and harassment. The individuals SUCH LIABILITY ARISES. executing this Agreement and the instruments referenced in it on behalf of SunGard Public Sector (b) EXCLUSION OF DAMAGES. each represent and warrant that they have the legal REGARDLESS OF WHETHER ANY Power, right and actual authority to bind SunGard REMEDY SET FORTH HEREIN FAILS OF Public Sector to the terms and conditions of this ITS ESSENTIAL PURPOSE OR Agreement. OTHERWISE, IN NO EVENT WILL SUNGARD PUBLIC SECTOR BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT Page 7 of 10 REV:05-02-16 RL ATTY/AGR/2016.089/CITY OF REDWOOD CITY,CA 5PS MAINTENANCE 071015