Agmt22 City of East Palo Alto - Laserfiche WebLink

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REV: 10-17-2022 RL WILL HAVE NO LIABILITY FOR ANY CLAIM AGAINST CUSTOMER BY A THIRD PARTY IN CONNECTION WITH OR FOR RESPONDING TO EMERGENCY 911 OR OTHER EMERGENCY REFERRAL CALLS. RWC will HAVE NO RESPONSIBILITY FOR THE SERVICE QUALITY OR SERVICE OUTAGES (I) CAUSED BY OR CONTRIBUTED TO, DIRECTLY OR INDIRECTLY, BY ANY ACT OR OMISSION OF CUSTOMER AND/OR ITS AFFILIATES, AGENTS OR REPRESENTATIVES; (II) DUE TO POWER FAILURES (III) DUE TO INTERNET OUTAGES; (III) CAUSED BY THE FAILURE OR MALFUNCTION OF NON-RWC EQUIPMENT OR SYSTEMS; OR (IV) DUE TO CIRCUMSTANCES OR CAUSES BEYOND THE CONTROL OF RWC OR ITS AGENTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE GTC OR SERVICES ORDERS, RWC’S TOTAL CUMULATIVE LIABILITY TO CUSTOMER HEREUNDER WILL BE LIMITED TO THE ACTUAL FEES PAID BY CUSTOMER TO RWC DURING THE PRECEDING TWELVE (12) MONTHS. 8. Compliance with Law. All services rendered hereunder by RWC will be provided in accordance with all ordinances, resolutions, statutes, rules and regulations of CUSTOMER, and any federal, state or local governmental agency having jurisdiction in effect at the time the service is rendered. 9. Relationship of Parties. It is understood that the relationship of RWC to CUSTOMER is that of an independent contractor and all persons working for or under the direction of RWC are its agents or employees and not agents or employees of CUSTOMER. 10. Nonassignment. The GTC and Services Orders are not assignable either in whole or in part. 11. Amendments. The GTC and Services Orders may be amended or modified only by written agreement signed by both Parties. 12. Validity. The invalidity, in whole or in part, of any provisions of the GTC or Services Orders will not void or affect the validity of any other provisions of the GTC or Services Orders. 13. Governing Law/Litigation. The GTC and Services Orders will be governed by the laws of the State of California and any suit or action initiated by either Party will be brought in the County of San Mateo, California. In the event of litigation between the Parties hereto to enforce any provision of the GTC and Services Orders, the unsuccessful Party will pay the reasonable expenses of litigation of the successful Party. 14. Mediation. Should any dispute arise out of the GTC or Services Orders, the Parties will meet in mediation and attempt to reach a resolution with the assistance of a mutually acceptable mediator. Neither Party will be permitted to file legal action without first meeting in mediation and making a good faith attempt to ATTY/AGR.2022.372/City of East Palo Alto (IT Services) (Page 3 of 7)