Loading...
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 11 P a g e DocuSign Envelope ID: 7B681D28-74I4-4F20-9F49-6701FDICCEOE 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 2 1 P a g e DocuSign Envelope ID: 7B68ID28-7A14-4F20-9F49-6701FD1CCEOE 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 3 1 P a g e 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: 5 1 P a g e 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] 7 1 P a g e 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.