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2. Engagement of SMG; Scope of Services. 2.1 Engagement (a) General Scope The County hereby engages SMG to promote, operate and manage the Facility during the Management Term and the Renewal Term, if any, upon the terms and conditions hereinafter set forth, and SMG hereby accepts such engagement. (b) Manager of the Facility Subject to the terms of this Agreement, SMG shall be the sole and exclusive manager to manage, operate and promote the Facility during the Management Term and the Renewal Term, if any. In such capacity, SMG shall have exclusive authority over the day -to -day operation of the Facility and all activities therein; provided that SMG shall follow all policies and guidelines of the County hereafter established or modified by the County that the County notifies SMG in writing are applicable to the Facility (including without limitation any methodology pertaining to the allocation of any costs and expenses by the County to the Facility as permitted herein); provided further that to the extent that such policies or guidelines hereafter established or modified by the County adversely affect revenues or ex- penses at the Facility, then and in that event, the Benchmark and /or the incentive fee formula set forth in Section 4.2 below shall be appropriately adjusted so that it reflects the additional costs or reduced revenues resulting from such established or modified policies or guidelines. (c) Approval of the County To the extent that the approval of the County is required under the terms of this Agreement, the written approval of the Contract Administrator shall constitute the approval of the County, except to the extent the approval of another party is expressly required by the terms of this Agreement. (d) Standards for Measurement of SMG's Performance The County is enter- ing into this Agreement in part based upon SMG's stated expertise and experience in managing and promoting other facilities similar in nature to the Facility and that SMG will utilize all of its good -faith commercially reasonable efforts to manage the Facility in a first - class, high- quality, fiscally responsible manner and in the County's best interest. It is the intention of the parties he- reto that SMG will use its good faith commercially reasonable efforts to accomplish the follow- ing performance goals in its management of the Facility: (i) Decreasing the yearly subsidy required by the County to the ex- penses of the Facility from the County's General Fund; (ii) Increasing the number of event days in which the Facility is used; and (iii) Improving the quality of events occurring at the Facility. (e) It is the express intent of the parties hereto that this Agreement be con- strued to the fullest extent possible in accordance with I.R.S. Revenue Procedure 97 -13, relating to management contracts for facilities financed with tax - exempt bonds or Certificates of Partici- pdfconvert. 9450 .1.cabarrus_agreement_2015.doc Attachment number 1 F -1 Page 85