|
Consulting Services Agreement between City of San Leandro and
<br />VRC Companies, LLC for Records Storage
<br />03/14/2022
<br />Exhibit C – Page 1 of 1
<br />
<br />EXHIBIT C
<br />ARTICLE I. LIABILITY
<br />1.0 Liability Limitations.
<br />
<br />1.1 Consultant’s Liability Limitations; Services. If Consultant becomes liable to City for negligence in
<br />its performance under this Agreement, Consultant's maximum liability to City with respect to such
<br />breach in providing services (not related to the loss, damage, or destruction of City’s property as
<br />Deposits for which the provisions of Section 1.2 below would apply) shall be equal to the greater of
<br />(i) one million dollars ( $1,000,000.) in the aggregate, or (ii) those Fees paid by the City for such
<br />Services in the twelve (12) months immediately preceding the claim, such limitation to be applied
<br />cumulatively to the sum of any liability to Customer Indemnitees and to Customer under this
<br />Agreement. Notwithstanding the forgoing, Customer agrees to encrypt all data in electronic format
<br />that it transfers to Consultant and agrees that is shall be solely liable for all consequences and
<br />liability of its failure to encrypt. If Deposits are placed in the custody of a third-party carrier for
<br />transportation at the request of the City, such carrier shall be solely responsible for any claim
<br />resulting from breach of Confidentiality while such Deposits are in the custody of such carrier.
<br />
<br />1.2 Consultant’s Liability Limitations; Property. Consultant shall implement and maintain such
<br />reasonable safeguards as a similarly situated commercial Consultant in the records management
<br />industry would to protect City’s property in its possession (“Deposits”). Consultant shall not be
<br />liable for any loss, damage, or destruction of City’s property as Deposits stored, however caused,
<br />unless such loss, damage, or destruction results from Consultant’s negligence. If Consultant
<br />becomes liable to City for such negligence, Consultant's liability to City (i) with respect to hard-copy
<br />records, including film, shall be limited to two dollars ($2.00) per each carton, linear foot (or other
<br />applicable unit of Storage under the Agreement) of City’s stored Deposits that are lost, damaged, or
<br />destroyed, beyond which value per unit Consultant shall not be liable, (ii) with respect to Deposits in
<br />the form of tape or compact disc including but not limited to, reel, audio, video, or cartridges or
<br />cassettes, or other non-paper media stored, shall be limited to the cost of replacing the actual
<br />physical media that is lost, damaged, or destroyed, beyond which value per unit Consultant shall
<br />not be liable, and (iii) with respect to Deposits stored electronically, shall be limited to ten dollars
<br />($10.00) per each Gigabyte of stored electronic data that is lost, damaged, or destroyed, beyond
<br />which value per unit Consultant shall not be liable. In no event shall Consultant, nor anyone else
<br />involved in creating, delivering, or maintaining the Services on behalf of Consultant, be liable for any
<br />damages associated with the value of any data or information that may be or may have been stored
<br />or contained on any media item, paper record, or other Deposits stored by Consultant beyond the
<br />liability limits as set forth herein. City acknowledges and agrees that its Deposits are not insured by
<br />Consultant against loss, damage, or destruction however caused, and further agrees that it is City's
<br />responsibility to obtain its own insurance for any loss, damage, or destruction beyond the scope of
<br />Consultant's agreed limited liability hereunder if, in City's judgment, there exists a potential for loss
<br />or damage in excess of such limitation. City understands and acknowledges that normal
<br />deterioration and aging of all record media occurs with time. If Deposits ar e placed in the custody
<br />of a third-party carrier for transportation at the request of the City, such carrier shall be solely
<br />responsible for any claim resulting from the loss or destruction of, or damage to, such Deposits
<br />while in the custody of such carrier. City covenants and agrees not to commence any action against
<br />Consultant for loss, damage or destruction of the Deposits covered hereunder unless commenced
<br />within sixty (60) days of the date that City learns of loss, damage, or destruction, and in any event
<br />DocuSign Envelope ID: 12317C0C-9CFE-40DF-8B44-5EC0D23CDEBA
|