Agmt12 Town of Portola Valley IT

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i SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF THE PERFORMANCE OR FAILURE TO PERFORM UNDER ANY SERVICES ORDER. FURTHER, RWC 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. Confidentialitv. RWC, in the course of its duties, may have access to financial, accounting, statistical and personal data of private individuals and employees of the Town of Portola Valley. To the extent allowed by law, RWC covenants that all data, documents, discussion, or other information developed and received by RWC or provided for performance of this Agreement are deemed confidential and shall not be disclosed by RWC without written authorization by the Town of Portola Valley. Upon request, all Town of Portola Valley data shall be returned to the Town of Portola Valley upon the termination of this Agreement. RWC's covenant under this Section shall survive the termination of this Agreement. 10. 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. 11. Nonassiqnment. The GTC and Services Orders are not assignable either in whole or in part. 12. Amendments. The GTC and Services Orders may be amended or modified only by written agreement signed by both Parties. 3