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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
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<br />no later than sixty (60) days after withdrawal of Deposits.
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<br />1.3 No Consequential Damages. Neither Party shall be liable to the other for any special, indirect,
<br />incidental, consequential, punitive, or exemplary damages (including loss of profits, revenue, or
<br />goodwill) for any claim, whether based on warranty, contract, tort (including negligence), strict
<br />liability, or otherwise, even if the Party has been advised of the possibility of such damages
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<br />ARTICLE II. INDEMNIFICATION
<br />2.0 Indemnification. Consultant shall indemnify, defend with counsel acceptable to City, and hold
<br />harmless City and its officers, elected officials, employees, agents and volunteers (“City Indemnities”)
<br />from and against any and all liability, loss, damage, claims, expenses, and costs (including without
<br />limitation, attorney’s fees and costs and fees of litigation) (collectively, “Liability”) of every nature
<br />arising out of or in connection with Consultant’s performance of the services called for or its failure to
<br />comply with any of its obligations contained in this Agreement, except such Liability caused by the sole
<br />negligence or willful misconduct of City, subject to the provisions as set forth below.
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<br />2.1 Consultant’s Indemnification Obligations for Claims Related to Loss, Damage, or
<br />Destruction of Deposits. For Liability that accrues from loss of, damage to, or destruction of
<br />City’s Deposits, Consultant shall indemnify, defend, and hold harmless City Indemnities, subject
<br />to the liability limitations as set forth in Section 1.2 of ARTICLE I., above.
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<br />2.2 Consultant’s Indemnification Obligations for Claims Related to Breach of its Provision of
<br />Services. For Liability that results from Consultant’s breach in the provision of Services under
<br />this Agreement (and not for Claims or Liabilities that accrue from loss of, damage to, or
<br />destruction of City’s Deposits for which Section 2.1 of this ARTICLE II. would apply), Consultant
<br />shall indemnify, defend, and hold harmless City Indemnitees, subject to a maximum liability
<br />limitation of one million dollars ( $1,000,000.), in the aggregate, such limitation to be applied
<br />cumulatively to the sum of any liability to Customer Indemnitees and to Customer under this
<br />Agreement.
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<br />2.3 California Civil Code Section 2782. Notwithstanding the forgoing, to the extent this
<br />Agreement is a “construction contract” as defined by California Civil Code Section 2782, as
<br />may be amended from time to time, such duties of Consultant to indemnify shall not apply
<br />when to do so would be prohibited by California Civil Code Section 2782.
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<br />2.4 Duty to Defend and Indemnify. The Consultant’s obligation to defend and indemnify in
<br />accordance with the instructions as set forth in this Section 2.0 or Article II., shall not be excused
<br />because of the Consultant’s inability to evaluate Liability or because the Consultant evaluates
<br />Liability and determines that the Consultant is not liable to the claimant. The Consultant must
<br />respond within 30 days to the tender of any claim for defense and indemnity by the City. If the
<br />Consultant fails to accept or reject a tender of defen se and indemnity within 30 days, in addition
<br />to any other remedy authorized by law, so much of the money due the Consultant under and by
<br />virtue of this Agreement as shall reasonably be considered necessary by the City, may be
<br />retained by the City until disposition has been made of the claim or suit for damages, or until the
<br />Consultant accepts or rejects the tender of defense, whichever occurs first.
<br />DocuSign Envelope ID: 12317C0C-9CFE-40DF-8B44-5EC0D23CDEBA
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