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The Processor's Fee shall be payable solely from the AMV. If the AMV is less than the <br />Processor's Fee for any month, no payment shall be due for that month from the Processor to <br />SWDD; nor shall SWDD owe any additional Processor's Fee (in addition to the fee deducted from <br />the AMV) to the Processor for that month. However, Processor will be entitled to apply any <br />negative balance to offset future payments with the understanding that any negative balance will <br />be reset at month thirty (30). SWDD shall not be responsible for any negative balance upon <br />termination of this Agreement. <br />Section 7. Single Stream Program Recyclables Revenues. Section 5.3(c)(ii) of the <br />Agreement is hereby amended as follows: <br />The Processor's Fee, - _ . • .; ! eighty-eight dollars ($88.00) as <br />adjusted by Section 5.5, shall be deducted from the AMV calculated for the month for which <br />payment is being made. <br />Section 8. Recycling Awareness and Education. Article VII is deleted in its entirety. <br />Section 9. Notices. Section 9.1 of the Agreement shall be amended as follows: <br />If to Processor: <br />Tropical Exchange Corp. <br />2625 Electronics Way <br />West Palm Beach, FL 33407 <br />Attention: Brian Katz <br />with a copy to: <br />McDonald Hopkins LLC <br />505 S. Flagler Drive, Suite 300 <br />West Palm Beach, FL 33401 <br />Attention: John T. Metzger, Esq. <br />Section 10. Representations. As ofJuly 1, 2015, SWDD represents, certifies, covenants, <br />warrants, and affirms that: (i) the Agreement is in full force and effect, that all amounts due <br />thereunder have been paid and are current; (ii) to its knowledge, neither party to the Agreement is <br />in default thereunder, and no event exists which with the passage of time or giving of notice, or <br />both, would constitute a default under the Agreement, and no notice of default under the <br />Agreement has been given which has not been cured; (iii) the Agreement has not been terminated <br />and that it is the only agreement of this type between the SWDD and ReCommunity; (iv) to its <br />knowledge, there are no outstanding defenses, counterclaims or offsets against ReCommunity <br />under the Agreement; (v) neither party to the Agreement has transferred or assigned any rights or <br />obligations under the Agreement nor entered into any license, use occupancy or concession <br />agreements with respect thereto; (vi) after October 1, 2015, ReCornmunity shall have no further <br />responsibilities under the Agreement and shall have no liabilities for acts or omissions occurring <br />Underlining denotes addition to existing text, <br />Page 3 of 5 <br />