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pation, and, for purposes of determining the parties' compliance with such Revenue Ruling, all
<br />provisions hereof shall be interpreted or applied in such as manner as to provide the greatest
<br />compliance with the same. SMG acknowledges and agrees that it shall not be entitled to and
<br />does not intend to claim any compensation whatsoever or howsoever measured or denominated
<br />hereunder which does not comply with such Revenue Ruling or which could jeopardize such
<br />bonds' tax - exempt status. Under no circumstances shall SMG enter into any agreement for use
<br />of the Facility where such use exceeds thirty (30) days over such agreement's entire term (includ-
<br />ing renewal terms), without the prior written consent of the County.
<br />2.2 Scope of Services -- Generally
<br />SMG shall perform and furnish such management services and systems as are ap-
<br />propriate or necessary to operate, manage and promote the Facility in a manner consistent with
<br />SMG's and the County's policies and procedures, and the operations of other similar first -class
<br />facilities.
<br />2.3 Specific Services
<br />Without limiting the generality of the foregoing, and subject to the provisions he-
<br />reof, SMG shall provide, and shall have the authority to provide without (except as otherwise
<br />expressly provided herein) any prior approval by the County, all of the following management
<br />services for the Facility in consideration for the management fees specified in Section 4 hereof:
<br />(a) employ (subject to Section 7.2), supervise and direct all necessary or de-
<br />sirable employees and personnel consistent with the provisions of this Agreement;
<br />(b) administer relationships with all subcontractors, concessionaires and all
<br />other contracting parties to the Pre - Existing Agreements, assume responsibility for any and all
<br />negotiations, renewals and extensions (to the extent SMG deems any of the foregoing to be ne-
<br />cessary or desirable) relating to such Pre - Existing Agreements, and enforce the Pre - Existing
<br />Agreements;
<br />(c) negotiate, execute in its own name, deliver and administer any and all li-
<br />censes, occupancy agreements, rental agreements, booking commitments, advertising agree-
<br />ments, concession agreements, supplier agreements, service contracts (including, without limita-
<br />tion, contracts for cleaning, decorating and set -up, snow removal, general maintenance and main-
<br />tenance and inspection of HVAC systems, elevators, stage equipment, fire control panel and oth-
<br />er safety equipment, staffing and personnel needs, including guards and ushers, and other servic-
<br />es which are necessary or appropriate) and all other contracts and agreements in connection with
<br />the management, promotion and operation of the Facility, provided that if any such license,
<br />agreement, commitment or contract other than those involving the license, lease or rental of the
<br />Facility in the ordinary course has a term that extends beyond the remaining Management Term
<br />or Renewal Term, as the case may be, such license, agreement, commitment or contract shall be
<br />approved and executed by the County (which approval shall not be unreasonably withheld); pro-
<br />vided, however, that in the event that SMG desires to propose additional services by SMG or any
<br />Affiliate of SMG, SMG shall present all such proposals to the County for its approval.
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