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avoid that, vand'atlem:or other damage or foss to the containers. In no event shall Recall be responsible or liable to Customer for any itheft of Customer Materials from the contalners which are on Customers promises. Customer shall ref nburse Recall the cost to repair or replace any of Recall's containers that are lost„ stolen, or damaged. After delivery of the containers to Customer Customer shall be responsible for safekeeping the keys to Recall's.eotitainers. If the :keys are lost or not returned with the containers, Customer shaft pay Rec'all's then - current replacement tee for each key that is lost or returned. 1.4. Term of SOS Services The Initial Term for SOS Services (' Initial SOS Term") is two (2) years commencing on March 15 2016 and expiring on 'March 1.4, 2018. Thereafter the SOS Serwoes may 'be extended for three (3) additional one -year terms (each a "SIDS Renewal Term ") on the same terms and conditions by -a writing executed by Customer's City Manager and City Attorney . N'otwithstand'ing the foregoing should a writing not be executed between the parties at the end of the third additional one year term, the Agreement term will continue on a month to month basis until terminated in writing by either party with thirty (30) days written notice, 1.5. Customer shaft be responsible for making payment to Recall for at[ bin retrieval fees and amount closing fees, as set forth to .Schedule 1 {the "Permanent RenaovAl iFees"), Except as set forth in this Section 1.5, should Customer terminate or cancel this amendment No. l for any reason other than those specifically provided for in Section 12 of the agreement then prior to the expiration of the then-current Term, In addition to Customer's obligation to make .payment of any Permanent (Removal Fees, Customar shall also pay to Recall fifty ;percent (50 %) of the monthly minimum volume (the "Payout Fee) due for the remainder of the then- current Tenn. The Payout :Fee shall be due and payable to Recall within thirty (30,) days from the date Customer provides Recall with notice of its Intent to terminate or cancel the Agreement. iNatvvithstanding the forgoing, or anything else to the contrary herein, nothing contained herein shall in any way waive or dfsdalm Recall's might to pursue any and all other remedies, troth at law and in equity, available to it for Customers termination or cancellation of this Agreement, 1 6. Mlntmyrm Volume. Within 2 months of the Effective Gets, Customer will maintain a monthly minimum or 50% of the volume of Services described in Schedule 1 attached heriato ('Minimum Volume Percentage "). Jr, the event that Customer shall, at any time, maintain less than the Minimum Volume Percentage, together with any other service fee ( Minimum'Volume Revenue Fee') each month, Customer will be liable for and shall pay to Recall an amount actual to the Minimum Volume Revenue Fee mult'ryr;lled by the service frequency multiplied by the Minimum Volume Percentage. For example, if tripper inn fee is $30,00, the number of bins to be piaeed.wlth Customer described in Schedule 1 is 50 the service frequency is to be every 4 weeks, the service fee is $20, and the Minimum Volume Percentage is 80 %. then the total Minimum Volume 'Revenue Fees payable by Customer would be $1,216 per month even if the number of bins on site is 35. The Minimum Volume Revenue .Fee shall exclude all applicable federns state, local, use and othertaxes relating to this Agreement.. 1:7. Fes. The initial fees for SIDS Services are set forth in the Schedule t attached hereto. 4, Customer represents and warrants that the Customer Materials do not contain (a) (Protected Health Information (as defined by the Health insurance Portatrt4Ry and Accountability Act of 1096 and Implementing regulations) and (b) Nonpublic Information (as defined by the Gramm teach Briley Act and implementing regulations). 5. All .other terms and conditions of the Agreement shall remain in full force and effect IN WITNESS WHEREOF, Recall and Customer have executed this Amendment as of the date first noted above. City of Santa Ana Name: (Print) Title, Signature; ATTEST Maria D. Hutzar Clerk of Council APPROVED AS T4 FORM Fxrnk AniMurti'ita• hffr+.r +rev Recall Total Information Management, Inc, Name: (Print) Title; Signature: Recall Secure' Destruction Services, inc., Names (Print) Tale: Signature; 2 of 25C -4