RECALL TOTAL INFORMATION MANAGEMENT, INC. 1B -2016

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avoid theft, vandalism or other damage or loss to the containers. In no event shall Recall be responsible or liable to Customer for any theft of Customer Materials from the containers which are on Customer's premises. Customer shall reimburse 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 containers. If the keys are lost or not returned with the containers, Customer shall pay Recall's then - current replacement fee for each key that is lost or not returned. 1.4. Term of SDS Services. The Initial Term for SDS Services ("Initial SDS Term") is two (2) years commencing on March 15, 2016 and expiring on March 14, 2018. Thereafter the SDS Services may be extended for three (3) additional one-year terms (each a "SDS Renewal Term") on the same terms and conditions by a writing executed by Customer's City Manager and City Attorney . Notwithstanding 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 shall be responsible for making payment to Recall for all bin retrieval fees and account closing fees, as set forth in Schedule 1 (the "Permanent Removal Fees"), Except as set forth in this Section 1.5, should Customer terminate or cancel this Amendment No. 1; 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, Customer shall also pay to Recall fifty percent (50%) of the monthly minimum volume (the "Payout Fee') due for the remainder of the then -current Term. 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. Notwithstanding the forgoing, or anything else to the contrary herein, nothing contained herein shall in any way waive or disclaim Recall's right to pursue any and all other remedies, both at law and in equity, available to it for Customer's termination or cancellation of this Agreement. 1.6. Minimum Volume Within 2 months of the Effective Date, Customer will maintain a monthly minimum of 50% of the volume of Services described in Schedule 1 attached hereto ("Minimum Volume Percentage"). In 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 equal to the Minimum Volume Revenue Fee multiplied by the service frequency, multiplied by the Minimum Volume Percentage. For example, if the per bin fee is $30.00, the number of bins to be placed with 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 federal, state, local, use and other taxes relating to this Agreement. 1.7. Fees. The initial fees for SDS Services are set forth in the Schedule 1 attached hereto. 4. Customer represents and warrants that the Customer Materials do not contain (a) Protected Health Information (as defined by the Health Insurance Portability and Accountability Act of 1996 and implementing regulations) and (b) Nonpublic Information (as defined by the Gramm Leach Bliley 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. Da City of Santa Ana Reca I Total Information M nagement Inc. Name: (Print) Dt) t Clododt 7.05 Name: (Print) Title: m&notcCe Title: Signature:j Signature: a.. ATTEST J.4 M ria D. Huizar Clerk of Council APPROVED AS TO FORM J61in Ii. Funk Assistant City Attorney 2of2 Recall Secure Destruction Services, Inc. Name: (Print) c d (i L Cij� Title: (� Signature: '-