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SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF THE <br /> PERFORMANCE OR FAILURE TO PERFORM UNDER ANY SERVICES ORDER. FURTHER, RWC <br /> WILL HAVE NO LIABILITY FOR ANY CLAIM AGAINST CUSTOMER BY A THIRD PARTY IN <br /> CONNECTION WITH OR FOR RESPONDING TO EMERGENCY 911 OR OTHER EMERGENCY <br /> REFERRAL CALLS. RWC will HAVE NO RESPONSIBILITY FOR THE SERVICE QUALITY OR <br /> SERVICE OUTAGES (I) CAUSED BY OR CONTRIBUTED TO, DIRECTLY OR INDIRECTLY, BY <br /> ANY ACT OR OMISSION OF CUSTOMER AND/OR ITS AFFILIATES, AGENTS OR <br /> REPRESENTATIVES; (II) DUE TO POWER FAILURES (III) DUE TO INTERNET OUTAGES; (III) <br /> CAUSED BY THE FAILURE OR MALFUNCTION OF NON-RWC EQUIPMENT OR SYSTEMS; OR <br /> (IV) DUE TO CIRCUMSTANCES OR CAUSES BEYOND THE CONTROL OF RWC OR ITS AGENTS. <br /> NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE GTC OR SERVICES ORDERS, <br /> RWC'S TOTAL CUMULATIVE LIABILITY TO CUSTOMER HEREUNDER WILL BE LIMITED TO THE <br /> ACTUAL FEES PAID BY CUSTOMER TO RWC DURING THE PRECEDING TWELVE (12) MONTHS. <br /> 8. Compliance with Law. <br /> All services rendered hereunder by RWC will be provided in accordance with all ordinances, <br /> resolutions, statutes, rules and regulations of CUSTOMER, and any federal, state or local <br /> governmental agency having jurisdiction in effect at the time the service is rendered. <br /> 9. Relationship of Parties. <br /> It is understood that the relationship of RWC to CUSTOMER is that of an independent contractor and <br /> all persons working for or under the direction of RWC are its agents or employees and not agents or <br /> employees of CUSTOMER. <br /> 10. Nonassiqnment. <br /> The GTC and Services Orders are not assignable either in whole or in part. <br /> 11. Amendments. <br /> The GTC and Services Orders may be amended or modified only by written agreement signed by both <br /> Parties. <br /> 12. Validitv. <br /> The invalidity, in whole or in part, of any provisions of the GTC or Services Orders will not void or affect <br /> the validity of any other provisions of the GTC or Services Orders. <br /> 13 Governinq Law/Litiqation. <br /> The GTC and Services Orders will be governed by the laws of the State of California and any suit or <br /> action initiated by either Party will be brought in the County of San Mateo, California. In the event of <br /> litigation between the Parties hereto to enforce any provision of the GTC and Services Orders, the <br /> S:\Clients\External\Los Altos Hills\Los Altos Hills IT Agreement FY2 012-13 ,docx 3 <br /> 081911 <br />