2332 PBA 20/21-19 Pioneer Records Mgmt - piggyback w/Clay Co Clerk of Court\,XNFO
)SPJ3
FINANCE DEPARTMENT
Monday, May 03, 2021
PURCHASING DEPARTM5NT
TRANSMITTAL MEMORANDUM
TO: City Clerk/Mayor
RE: PBA 20/21-19 Pioneer RecoVds Management, LLC- Transportation and
Services/Records Inventory and Packing
The item(s) noted below is/are attached and forwarded to your office for the following action(s):
❑ Development Order
F-1 Final Plat (original mylars)
F] Letter of Credit
F-1 Maintenance Bond
F-1 Ordinance
F-1 Performance Bond
F Resolution
F
Once completed, please:
Z Return originals to Purchasing- Department
F-1 Return copies
E-1
Z Mayor's signature
❑ Recording
�d
,[:]--R7en ering
Safe keeping (Vault)
epttty-c-ity fvitager
0 Payment Bond
0 City Manager Signature
Z City Clerk Attest/Signature
F City Attorney/Signature
Special Instructions: Piggyback Contract with Clay Clerk of Court County I for Transportation
y
and Services/Records Inventory and Packing.
MO -4-404, 0r0t&A,&z CAL) I
From Date
TADeptfornisTity Clerk Transmittal Memo - 2009.doc
DocuSign Envelope ID: 7B681D28-7AI4-4F20-9F49-6701FDICCEOE
Pioneer Records Management, LLC Piqgyback Contract (PBA 20/21-19)
(Transport And Services/ Records Inventory And Packing)
The City of Sanford ("City") enters this "Piggyback" Contract with Pioneer Records
Management, LLC, a Florida limited liability company (hereinafter referred to as the
"Vendor"), whose principal address is 501 Central Park Drive, Sanford, Florida 32771, ,
and whose mailing address is 3025 Windward Plaza, Suite 200, Alpharetta, Georgia
30005-7451, under the terms and conditions hereinafter provided. The City and the
Vendor agree as follows:
(1). The Purchasing Policy for the City of Sanford allows for "piggybacking"
contracts. Pursuant to this procedure, the City is allowed to piggyback an existing
government contract, and there is no need to obtain formal or informal quotations,
proposals or bids. The parties agree that the Vendor has entered a term contract with
the Clay County Clerk of Circuit Court, a Florida constitutional officer, said contract
being identified as "Pioneer Records Management, LLC - Transport And Services
Agreement" relating to the procurement of on-site customer records inventory and
packing and white glove transportation services for the storage of records as well as
related goods and services, as such contract may have been amended, in order for
the Vendor to provide goods and services relating to the City's need for on-site
customer records inventory and packing and white glove transportation services for
the storage of records and related goods and services (said original contract being
referred to as the "original government contract" which is based upon procurement
activity conditions).
(2). The original government contract documents are incorporated herein by
reference and attached as Exhibit "A" to this Contract. All of the terms and conditions
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set out in the original government contract are fully binding on the parties and said
terms and conditions are incorporated herein; provided, however, that the City will
negotiate and enter work orders/purchase orders with the Vendor in accordance with
City policies and procedures for particular goods and services.
(3). Notwithstanding the requirement that the original government contract
is fully binding on the parties, the parties have agreed to modify certain technical
provisions of the original government contract as applied to this Contract between
the Vendor and the City, as follows:
(a). Time Period ("Term") of this Contract: (state N/A if this is not applicable).
N/A.
(b). Insurance Requirements of this Contract: (state N/A if this is not
applicable). Same insurance requirements with the City being the beneficiary of the
coverages required.
(c). Notwithstanding anything in the original government contract to the
contrary, the City's terms and conditions relating to the issuance of purchase orders
or work orders, or referenced in such documents, shall prevail over any inconsistent
provisions of the original government contract.
(d). Address change for the City: Notwithstanding the address and contact
information for the government entity as set out in the original government contract, the
Vendor agrees that he/she/it shall send notices, invoices and shall conduct all business
with the City to the attention of City Manager, at: City of Sanford, City Hall, 300 North Park
Avenue; Sanford, Florida 32771. The City Manager's designated representative for this
Contract is Marisol Ordohez, Purchasing Manager, Finance -Purchasing Division, City
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Hall, 300 North Park Avenue; Sanford, Florida 32771, telephone number (407) 688-5028
and whose e-mail address is Marisol.ordonez@sanfordfl.gov.
(e). Notwithstanding anything in the original government contract to the
contrary, the venue of any dispute will be in Seminole County, Florida. Litigation between
the parties arising out of this Contract shall be in Seminole County, Florida in the Court
of appropriate jurisdiction. The law of Florida shall control any dispute between the parties
arising out of or related to this Contract, the performance thereof or any products or
services delivered pursuant to such Contract.
(f). Notwithstanding any other provision in the original government contract to
the contrary, there shall be no arbitration with respect to any dispute between the parties
arising out of this Contract. Dispute resolution shall be through voluntary and non-binding
mediation, negotiation or litigation in the court of appropriate jurisdiction in Seminole
County, Florida, with the parties bearing the costs of their own legal fees with respect to
any dispute resolution, including litigation.
(g). Notwithstanding any other provision in the original government contract to
the contrary, the Vendor shall provide the City with most favored nation pricing.
(h). All the services to be provided or performed shall be in conformance with
commonly accepted industry and professional codes and standards, standards of the
City, and the laws of any Federal, State or local regulatory agency.
(i). Public Records Requirements.
(1). IF THE CONTRACTOR/VENDOR HAS
QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO THE CONTRACTOR'S
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DocuSign Envelope ID: 7B681D28-7AI4-4F20-9F49-6701FDICCEOE
�Uyg g III*] O&IM lileg laii �iiiiiii 11,
RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT (407) 688-50121
SANFORD, CITY HALL, 300 NORTH PARK AVENUE,
SANFORD, FLORIDA 32771)
TRACI. HOUC HI N@SAN FORDFL.GOV.
(11). In order to comply with Section 119.070 1, Florida Statutes,
public records laws, the Vendor must:
(A). Keep and maintain public records that ordinarily and
necessarily would be required by the City in order to perform the
service.
(13). Provide the public with access to public records on the
same terms and conditions that the City would provide the records
and at a cost that does not exceed the cost provided in Chapter
119, Florida Statutes, or as otherwise provided by law.
(C). Ensure that public records that are exempt or
confidential and exempt from public records disclosure
requirements are not disclosed except as authorized by law.
(D).Meet all requirements for retaining public records and
transfer, at no cost, to the City all public records in possession of
the Vendor upon termination of this Contract and destroy any
DocuSign Envelope ID: 7B68ID28-7A14-4F20-9F49-6701FD1CCEOE
duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements. All records stored
electronically must be provided to the City in a format that is
compatible with the information technology systems of the City.
(111). If the Vendor does not comply with a public records
request, the City shall enforce the provisions of this Contract in
accordance with the terms and conditions of this Contract.
(IV). Failure by the Vendor to grant such public access and
comply with public records requests shall be grounds for immediate
unilateral cancellation of this Agreement by the City. The Vendor shall
promptly provide the City with a copy of any request to inspect or copy
public records in possession of the Vendor and shall promptly provide
the City with a copy of the Vendor's response to each such request.
0). All other provisions in the original government contract are fully binding on
the parties and will represent the agreement between the City and the Vendor.
Entered on the last date of a signatory hereto as set forth below.
SIGNATURE BLOCKS FOLLOW:
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D=Sign Envelope ID: 8AF89A6o4FD44F95-8F50-2FI87BEFABD2
Attest:
DOCUSWMd b1f.
VP Sales - Pioneer
Records Management
Attest:
dil 0-Alk"DL RM
Traci Houchin, City Clerk, MMC, ECRM
Pioneer Records Management, LLC, a
Florida limited liability company.
By: r—Dmuftmd by:
s"%r
Spe'ff8FNfM)Yr, 'Director of Proposal
Dept
By: Fus
lgn*d br.
Aa
Marcus "9t%V9P,2VP Sales Operations
By:rD"uftned
vavj� WI
Davi U-Wi hW?,4t—FO--
Date: 4/20/2021
�V "rv/j=' /V
I U// 1/1//
61 Page
DocuSign Envelope ID: 7B681D28-7A14AF20-9F49-6701FD1CCEOE
Exhibit "A"
[Attach original government contract documents]
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DocuSign Envelope ID: 7B681D28-7A14-4F20-9F49-6701FD1CCEOE
PIONEER RECORDS MANAGEMENT LLC
TRANSPORT AND SERVICES AGREEMENT
This Services Agreement (together with Exhibits referred to as the "Agreement") is entered into by and between Pioneer
Records Management, LLC, 501 Central Park Drive, Sanford, FL 32771 ("Pioneer RM"), and Clay County Clerk of Circuit Court,
having its principal place of business at 825 N. Orange Avenue Green Cove Springs, FL 32043 ("Customer"). In this Agreement
"Party" or "Parties" shall mean, individually, Pioneer RM and Customer as the context requires. This Agreement shall be
entered into between the Parties on this 27th day of April, 2020 ("Effective Date").
1. Services Available.
Pioneer RM and its affiliates will provide any of the Services which have been agreed to by the parties and
selected by Customer in the Scope of Work attached to this Agreement as Exhibit "A." Only the services specified in the Scope of
Work attached as Exhibit "A" to this Agreement shall be provided by Pioneer RM.
2. Term. The initial term of this Agreement shall be one year ("Initial Term"), commencing on the Effective Date. This
Agreement shall renew for additional one-year terms unless canceled as provided herein. In the event of a change in the fee
schedule, Pioneer RM will provide Customer with notice of the applicable fees, rates or other charges f'or the next one-year period.
Such fees shall apply during such period unless customer provides Pioneer RM with notice of non -renewal of the Services, no later
than ninety (90) days prior to the expiration of the current term. In the event that Pioneer RM continues to hold physical articles
after the expiration or termination of this Agreement, the terms of this Agreement shall continue to apply until all of Customer's
physical articles have been removed from Pioneer RM's facility, except that Pioneer RM may adjust rates upon thirty (30) days
written notice to Customer.
3. Pricing and Pavment
3.1. FeesMates. In consideration of Pioneer RM providing the Services described in the attached Scope of Work,
Customer shall pay the fees, rates and other charges set forth in the schedule of payment attached to this Agreement as Exhibit "B."
3.2. Payment Terms. Unless otherwise specifically stated in the schedule of payment attached to
this Agreement as Exhibit "B," all payments due under this Agreement shall be made in U.S. dollars. All amounts that
become due under this Agreement shall be paid within thirty (30) days after the invoice for such charges is sent by Pioneer RM.
With respect to amounts invoiced by Pioneer RM but not paid by Customer within such thirty (30) -day period, except for those
amounts that are being disputed in good faith by Customer, Customer shall pay interest at a rate equal to the lesser of the highest
rate legally permitted in the jurisdiction in which the customer is located or one percent (11/6) per month, calculated from the date
payment was due until the date the payment is made.
4. Pronrietary Rights
4.1. Proprietary Rights. The Agreement does not convey to Customer any ownership rights in the Services or
products provided by Pioneer RM in connection with the perfonnance of its Services herein. This Agreement constitutes only a
right to use or access the software and services in accordance with the terms of this Agreement.
4.2. Customer Data. This Agreement does not convey to Pioneer RM any ownership rights in the Consumer's data,
regardless of the format or medium in which such data is stored, and/or managed by Pioneer RM.
5. Representations and Warranties.
5.1. Pioneer RM Standard of Care. Pioneer RM represents and warrants that the Services will be performed in
accordance with industry accepted best practices.
5.2. Remedies. In the event of any error or default in the performance of Services, Pioneer RM shall promptly re-
perform the applicable services at no charge so that they operate and comply substantially in conformity with the applicable
documentation or requirement, so long as the error is brought to the attention of Pioneer within thirty (30) days of the performance
of the Service.
5.3. No Consequential Damages. Pioneer RM shall not be liable to Customer for special, indirect, incidental,
consequential, or punitive damages of the other or for any form of damages (even if advised of the possibility thereof) other than
direct damages arising out of or in connection with this Agreement or the subject matter hereof. Pioneer RM shall not be liable for
any loss, damage or destruction unless such loss, damage or destruction was proximately caused by Pioneer RM's gross negligence,
and, in the event Pioneer RM is so liable, in no event shall Pioneer RM or its licensors be liable for damages of any kind in excess
DocuSign Envelope ID: 7B68lD28-7A14-4F20-9F49-6701FD1CCEOE
of the amount paid by Customer in respect of the fees paid by Customer for the particular Service giving rise to the claim during
six (6) months of Services immediately preceding the first event giving rise to the claim.
5.4. Insurance. Physical articles and data are not insured by Pioneer RM against loss or damage, however caused.
Customer may insure materials through third party insurers for any amount, including amounts in excess of the limitation of
liability.
6. Termination.
6.1. Termination. Neither Party may tenninate this Agreement prior to completion and acceptance of the
deliverables listed in Exhibit A, Scope of Work unless the following occurs: a) upon ninety (90) days' notice to the other Party
performing services under this Agreement in the event that the other Party shall have breached any of its of its material obligations
hereunder and shall not have cured such default prior to the expiration of the sixty (60) -day cure period.
6.2. Effect of Termination. Upon the expiration or the termination of this Agreement for any reason:
6.2.1. Pioneer RM shall immediately cease providing any and all Services to Customer and Customer's
right to use and/or access the Services shall immediately terminate. Customer shall promptly return or destroy all
documentation (including, without limitation, system and user guides). Customer shall provide Pioneer RM with a
certificate signed by a duly authorized officer of Customer that certifies Customer's compliance with the requirements
of this Section 7.2.1.
6.2.2. Pioneer RM shall permit Customer to retrieve Customer's data only after payment by Customer of
(i) Pioneer RM's fees for retrieving or permanently withdrawing hard -copy records or for decommissioning Services
calculated on a time and materials basis at Pioneer RM's consulting rates for such Services as then in effect and (ii) any
fees and other accrued and unpaid amounts due to Pioneer RM under this Agreement. After payment of all such fees and
other amounts, Customer's data shall be returned to Customer in its original format, unless the data has been stored in
electronic format, in which case Customer and Pioneer RM shall agree as to the form in which such electronic data is
returned to Customer.
6.2.3. Customer's liability for any charges, payments or expenses due to Pioneer RM that accrued prior to
the termination date shall not be extinguished by expiration or termination of this Agreement or any Addendum issued
hereunder, and such amounts (if not otherwise due on an earlier date) shall be immediately due and payable on the date
of termination or expiration.
6.2.4. In the event that, oil a termination or expiration date, Pioneer RM continues to store Customer's data,
Customer shall continue to pay applicable charges therefore, subject to reasonable adjustment to current list prices for
Services.
6.3. Destruction of Customer's Data. Without limitation of Pioneer RM's rights under this Section 6, in the event
Customer fails to pay any fees as and when due pursuant to the applicable Addendum and Section, and such failure continues for
a period of six (6) months. Pioneer RM, at its option, following written notice to Customer to which Customer has not responded
within thirty (30) days, destroy all or any portion of the Customer's data, following which Pioneer shall have no further liability to
the Customer in respect of such data.
6.4. Survival. Sections 6, 7 and 10 shall survive any termination or expiration of this Agreement.
7. Ownership Warrantv. Customer warrants that it is the owner or legal custodian of the physical articles and/or data and
has full authority to store the physical articles and /or data and direct their disposition in accordance with the terms of this
Agreement. Customer shall reimburse Pioneer RM for any expenses reasonably incurred by Pioneer RM (including reasonable
attorney's fees) by reason of Pioneer RM's complying with the instructions of Customer in the event of a dispute concerning the
ownership, custody or disposition of physical articles and/or data stored by Customer with Pioneer RM.
8. Authorization; Customer Instructions. Physical articles and/or data may be delivered pursuant to direction of
Customer's agent(s) identified pursuant to Pioneer RM's standards. Authority granted to any persons on standard authorization
forms shall constitute Customer representation that the identified persons have full authority to order any service for, or disposal
or removal of, Customer's Physical articles and/or data. Such orders may be given in person, by telephone or writing (fax, email
or hard -copy).
W
DocuSign Envelope ID: 7B681D28-7A14-4F20-9F49-6701FD1CCEQE
Dispute Resolution.
9.1. Jurisdiction, Venure and Applicable Law. If a dispute arises out of or relates to this Agreement, and cannot
be resolved through good faith negotiations by the Parties, the Parties agree to submit the dispute to a sole mediator selected
by the Parties or, if the Parties are unable to agree on a sole mediator, the parties agree to submit the dispute to mediation
under the Rules of the Supreme Court of the State of Florida. If not thus resolved, both Parties consent to the exclusive
jurisdiction of, and venue in, the State of Florida and the State Courts within Clay County, Florida, U.S.A. for any disputes
arising out of this Agreement. This Agreement shall be governed by the laws and regulations of the State of Florida, without
giving effect to conflicts of law principles.
9.2. Waiver of Jury Trial. The Parties further agree, to the extent permitted by law, to waive all rights to a trial by
jury of any action relating to any dispute or interpretation of this Agreement. The Parties specifically acknowledge that this waive
is made knowingly and voluntarily after an adequate opportunity to negotiate its terms.
9.3. Attor►reys' Fees. In the event of any dispute between the Parties in connection or arising out of this
Agreement, or to enforce any right or obligation of either party under this Agreement, or for a declaratory judgment, or for
the construction or interpretation of this Agreement or any right or obligation under or impacted by this Agreement, the Party
which substantially prevails in any such proceeding shall be entitled to recover from the other Party all of such prevailing
party's fees and costs therein, including, without limitation, attorneys' fees, court costs, and costs of expert witnesses and of
investigation, incurred at or in connection with any level of the proceeding, including all appeals thereof.
10. General Terms.
10.1. Counterparts. This Agreement may be signed in counterparts, each of which will be deemed to be an original
and all of which when taken together will constitute the same agreement. Any copy of this Agreement made by reliable means is
considered an original.
10.2. Severability. If any term of this Agreement is found be competent judicial authority to be unenforceable in any
respect, the validity of the remainder of this Agreement will be unaffected provided that such unenforceability does not materially
affect the Parties' rights under this Agreement.
10.3. Entire Agreement. The terms and provisions contained in this Agreement, together with any Addendum,
Exhibits or Schedule executed by the Parties, constitute the entire understanding of the Parties with respect to the transactions and
matters contemplated hereby and supersede all previous communications, representations, agreements and understanding relating
to the Services. No representations, inducements, promises or agreements, whether oral or otherwise, between the Parties not
contained in this Agreement or in an Addendum or Exhibits or Schedules to this Agreement shall be of any force or effect.
IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement as of the date first set forth above.
Sig in p Bence of: CUSTOMER:
By; '
PrL qame: \� i � `i f
Name: I �rz,,, -S •
Signed in the presenef9iL_
Print Name:yi Cto r Lee
Title: CLA _ Or— (A -)M -T
Date: 4/ Z 7 z 02 b
PIONEER RECORDS M 1VAME LLC:
By:
Name: Kevin Koon-Koon
Title: CEO
Date: 5/4/2020
DocuSign Envelope ID: 7B681D28-7AI4-4F20-9F49-6701FD1CCEOE
Exhibit "A" — Scope of Work
On -Site Customer Records Inventory and Packing. Pioneer RM will provide onsite civil case file inventory, box
packing, and white glove transportation services to PRM Sanford for storage of records. Such services and storage shall
be offered for the rates and charges set forth in the schedule of payment attached as Exhibit "B."
Court Records Management and Storage. Pioneer RM will perform records management and storage for Court Records
in accordance with specifications mutually agreed by the parties. Pioneer RM will also provide inventory report to
customer once complete. Such Court Records management and storage shall be offered for the rates and charges set
forth in the schedule of payment attached as Exhibit "B."
Scheduling. Pioneer RM will commence inventory services on Monday May 11 °i resulting in transportation on boxes on
May 14"' 2020*,
*Scheduling assumes COVID-19 essential worker restrictions are lifted and Pioneer Records Management corporate
travel restrictions are lifted.
DocuSign Envelope ID: 7B681D28-7A14-4F20-9F49-6701FDICCEOE
Exhibit "B" — Schedule of Pavment
As a one-time incentive, Pioneer will offer the customer storage costs waived for the first 6 months.
Pioneer will bill on actuals. Estimate applies to all items included on this schedule of payment.
PIONEER RECORDS MANAGEMENTLLC
TRANSPORT AND SERVICES AGREEMENT
This Services Agreement (together with Exhibits referred to as the "Agreement") is entered into by and between Pioneer
Records Management, LLC, 501 Central Park Drive, Sanford, Ff., 32771 ("Pioneer RM"), and Clay County Clerk of Circuit Court,
having its principal place of business at 825 N. Orange Avenue Green Cove Springs, FL 32043 ("Customer"). In this Agreement
"Party" or "Parties" shall mean, individually, Pioneer RM and Customer as the context requires. This Agreement shall be
entered into between the Parties on this 27th day of April, 2020 ("Effective Date").
1. Services Available.
Pioneer RM and its affiliates will provide any of the Services which have been agreed to by the parties and
selected by Customer in the Scope of Work attached to this Agreement as Exhibit "A." Only the services specified in the Scope of
Work attached as Exhibit "A" to this Agreement shall be provided by Pioneer RM.
2. Term. The initial term of this Agreement shall be one year ("Initial Term"), commencing on the Effective Date. This
Agreement shall renew for additional one-year terms unless canceled as provided herein. In the event of a change in the fee
schedule, Pioneer RM will provide Customer with notice of the applicable fees, rates or other charges for the next one-year period.
Such fees shall apply during such period unless customer provides Pioneer RM with notice of non -renewal of the Services, no later
than ninety (90) days prior to the expiration of the current term. In the event that Pioneer RM continues to hold physical articles
after the expiration or termination of this Agreement, the terms of this Agreement shall continue to apply until all of Customer's
physical articles have been removed from Pioneer RM's facility, except that Pioneer RM may adjust rates upon thirty (30) days
written notice to Customer.
3. Pricine and Pavment.
3.1. Fee.VRates. In consideration of Pioneer RM providing the Services described in the attached Scope of Work,
Customer shall pay the fees, rates and other charges set forth in the schedule of payment attached to this Agreement as Exhibit "B."
3.2. Payment Terms. Unless otherwise specifically stated in the schedule of payment attached to
this Agreement as Exhibit "B," all payments due under this Agreement shall be made in U.S. dollars. All amounts that
become due under this Agreement shall be paid within thirty (30) days after the invoice for such charges is sent by Pioneer RM.
With respect to amounts invoiced by Pioneer RM but not paid by Customer within such thirty (30) -day period, except for those
amounts that are being disputed in good faith by Customer, Customer shall pay interest at a rate equal to the lesser of the highest
rate legally permitted in the jurisdiction in which the customer is located or one percent (1%) per month, calculated from the date
payment was due until the date the payment is made.
4. Pronrietary Riehts.
4.1. Proprietary Rights. The Agreement does not convey to Customer any ownership rights in the Services or
products provided by Pioneer RM in connection with the performance of its Services herein. This Agreement constitutes only a
right to use or access the software and services in accordance with the terms of this Agreement.
4.2. Customer Data. This Agreement does not convey to Pioneer RM any ownership rights in the Consumer's data,
regardless of the format or medium in which such data is stored, and/or managed by Pioneer RM.
5. Representations and Warranties.
5.1. Pioneer RM Standard of Care. Pioneer RM represents and warrants that the Services will be performed in
accordance with industry accepted best practices.
5.2. Remedies. In the event of any error or default in the performance of Services, Pioneer RM shall promptly re-
perform the applicable services at no charge so that they operate and comply substantially in conformity with the applicable
documentation or requirement, so long as the error is brought to the attention of Pioneer within thirty (30) days of the performance
of the Service.
5.3. No Consequential Damages. Pioneer RM shall not be liable to Customer for special, indirect, incidental,
consequential, or punitive damages of the other or for any form of damages (even if advised of the possibility thereof) other than
direct damages arising out of or in connection with this Agreement or the subject matter hereof. Pioneer RM shall not be liable for
any loss, damage or destruction unless such loss, damage or destruction was proximately caused by Pioneer RM's gross negligence,
and, in the event Pioneer RM is so liable, in no event shall Pioneer RM or its licensors be liable for damages of any kind in excess
of the amount paid by Customer in respect of the fees paid by Custorner for the particular Service giving rise to the claim during
six (6) months of Services immediately preceding the first event giving rise to the claim.
5.4. Insurance. Physical articles and data are not insured by Pioneer RM against loss or damage, however caused.
Customer may insure materials through third party insurers for any amount, including amounts in excess of the limitation of
liability.
6. Termination.
6.1. Termination. Neither Party may terminate this Agreement prior to completion and acceptance of the
deliverables listed in Exhibit A. Scope of Work unless the following occurs: a) upon ninety (90) days' notice to the other Party
performing services under this Agreement in the event that the other Party shall have breached any of its of its material obligations
hereunder and shall not have cured such default prior to the expiration of the sixty (60) -day cure period.
6.2. Effect of Termination. Upon the expiration or the ternination of this Agreement for any reason:
6.2.1. Pioneer RM shall immediately cease providing any and all Services to Customer and Customer's
right to use and/or access the Services shall immediately terminate. Customer shall promptly return or destroy all
documentation (including, without limitation, system and user guides). Customer shall provide Pioneer RM with a
certificate signed by a duly authorized officer of Customer that certifies Customer's compliance with the requirements
of this Section 7.2.1.
6.2.2. Pioneer RM shall permit Customer to retrieve Customer's data only after payment by Customer of
(i) Pioneer RM's fees for retrieving or permanently withdrawing hard -copy records or for decommissioning Services
calculated on a time and materials basis at Pioneer RM's consulting rates for such Services as then in effect and (ii) any
fees and other accrued and unpaid amounts due to Pioneer RM under this Agreement. After payment of all such fees and
other amounts, Customer's data shall be returned to Customer in its original format, unless the data has been stored in
electronic format, in which case Customer and Pioneer RM shall agree as to the form in which such electronic data is
returned to Customer.
6.2.3. Customer's liability for any charges, payments or expenses due to Pioneer RM that accrued prior to
the termination date shall not be extinguished by expiration or termination of this Agreement or any Addendum issued
hereunder, and such amounts (if not otherwise due on an earlier date) shall be immediately due and payable on the date
of termination or expiration.
6.2.4. In the event that, on a termination or expiration date, Pioneer RM continues to store Customer's data,
Customer shall continue to pay applicable charges therefore, subject to reasonable adjustment to current list prices for
Services.
6.3. Destruction of Customer's Data. Without limitation of Pioneer RM's rights under this Section 6, in the event
Customer fails to pay any fees as and when due pursuant to the applicable Addendum and Section, and such failure continues for
a period of six (6) months. Pioneer RM, at its option, following written notice to Customer to which Customer has not responded
within thirty (30) days, destroy all or any portion of the Customer's data, following which Pioneer shall have no further liability to
the Customer in respect of such data.
6.4. Survival. Sections 6, 7 and 10 shall survive any termination or expiration of this Agreement.
7. Ownership Warrantv. Customer warrants that it is the owner or legal custodian of the physical articles and/or data and
has full authority to store the physical articles and /or data and direct their disposition in accordance with the terms of this
Agreement. Customer shall reimburse Pioneer RM for any expenses reasonably incurred by Pioneer RM (including reasonable
attorney's frees) by reason of Pioneer RM's complying with the instructions of Customer in the event of a dispute concerning the
ownership, custody or disposition of physical articles and/or data stored by Customer with Pioneer RM.
8. Authorization; Customer Instructions. Physical articles and/or data may be delivered pursuant to direction of
Customer's agent(s) identified pursuant to Pioneer RM's standards. Authority granted to any persons on standard authorization
forms shall constitute Customer representation that the identified persons have full authority to order any service for, or disposal
or removal of, Customer's Physical articles and/or data. Such orders may be given in person, by telephone or writing (fax, email
or hard -copy).
0
Dispute Resolution.
9.1. Jurisdiction, Venue and Applicable Law. If a dispute arises out of or relates to this Agreement, and cannot
be resolved through good faith negotiations by the Parties, the Parties agree to submit the dispute to a sole mediator selected
by the Parties or, if the Parties are unable to agree on a sole mediator, the parties agree to submit the dispute to mediation
under the Rules of the Supreme Court of the State of Florida. If not thus resolved, both Parties consent to the exclusive
jurisdiction of, and venue in, the State of Florida and the State Courts within Clay County, Florida, U.S.A. for any disputes
arising out of this Agreement. This Agreement shall be governed by the laws and regulations of the State of Florida, without
giving effect to conflicts of law principles.
9.2. Waiver of Jury Trial. The Parties further agree, to the extent permitted by law, to waive all rights to a trial by
jury of any action relating to any dispute or interpretation of this Agreement. The Parties specifically acknowledge that this waive
is made knowingly and voluntarily after an adequate opportunity to negotiate its terms.
9.3. Attorneys' Fees. In the event of any dispute between the Parties in connection or arising out of this
Agreement, or to enforce any right or obligation of either party under this Agreement, or for a declaratory judgment, or for
the construction or interpretation of this Agreement or any right or obligation under or impacted by this Agreement, the Party
which substantially prevails in any such proceeding shall be entitled to recover from the other Party all of such prevailing
party's fees and costs therein, including, without limitation, attorneys' fees, court costs, and costs of expert witnesses and of
investigation, incurred at or in connection with any level of the proceeding, including all appeals thereof.
10. General Terms.
10.1. Counterparts. This Agreement may be signed in counterparts, each of which will be deemed to be an original
and all of which when taken together will constitute the same agreement. Any copy of this Agreement made by reliable means is
considered an original.
10.2. Severability. If any term of this Agreement is found be competent judicial authority to be unenforceable in any
respect, the validity of the remainder of this Agreement will be unaffected provided that such unenforceability does not materially
affect the Parties' rights under this Agreement.
10.3. Entire Agreement. The terms and provisions contained in this Agreement, together with any Addendum,
Exhibits or Schedule executed by the Parties, constitute the entire understanding of the Parties with respect to the transactions and
matters contemplated hereby and supersede all previous communications, representations, agreements and understanding relating
to the Services. No representations, inducements, promises or agreements, whether oral or otherwise, between the Parties not
contained in this Agreement or in an Addendum or Exhibits or Schedules to this Agreement shall be of any force or effect.
IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement as of the date first set forth above.
Sig I in p senee of: CUSTOMER:
By; o.,
Pr ame: °� '� t Y� � f 's, Ci�
Name:
Docu8igned by:
Signed in the presene of:
Print Name: victor Lee
Title: ccat L T WJ(tTJ� 11
Date: 4.L2 7 2 07
PIONEER RECORDS JNA ME LLC:
By:
Name: Kevin Koon-Koon
Title: CEO
Date: 514!2020
Exhibit "A" — Scope of Work
On -Site Customer Records Inventory and Packing. Pioneer RM will provide onsite civil case file inventory, box
packing, and white glove transportation services to PRM Sanford for storage of records. Such services and storage shall
be offered for the rates and charges set forth in the schedule of payment attached as Exhibit *'B."
Court Records Management and Storage. Pioneer RM will perform records management and storage for Court Records
in accordance with specifications mutually agreed by the parties. Pioneer RM will also provide inventory report to
customer once complete. Such Court Records management and storage shall be offered for the rates and charges set
forth in the schedule of payment attached as Exhibit "B."
Scheduling. Pioneer RM will commence inventory services on Monday May 111 resulting in transportation on boxes on
May 141h 2020*.
*Scheduling assumes COVID-19 essential worker restrictions are lifted and Pioneer Records Management corporate
travel restrictions are lifted.
Exhibit "I3" — Schedule of Payment
As a one-time incentive, Pioneer will offer the customer storage costs waived for the first 6 months.
Pioneer will bill on actuals. Estimate applies to all items included on this schedule of payment.