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tive Incentive Fees shall not exceed seventy -five percent (75 %) of the fixed fee payable to SMG for such Fiscal Year pursuant to Section 4.1; and (ii) Qualitative Incentive Fee SMG may earn an annual qualitative Incentive Fee ( "Qualitative Incentive Fee ") with respect to each Fiscal Year during the Management Term up to an amount equal to twenty -five percent (25 %) of the fixed fee payable to SMG for such Fiscal Year pursuant to Section 4.1. The amount of the Qualita- tive Incentive Fee shall be based upon an evaluation of SMG's performance by the Coun- ty with respect to the following qualitative criteria: (a) Professional Management SMG shall demonstrate professional management of staff by above average ratings on mutually approved service deli- very surveys (a copy of which is attached hereto as Exhibit 4.2(a)(ii)(a) and a re- view by the County. (up to 40 points) (b) Maintenance and Operation SMG shall demonstrate quality main- tenance and operation of the Facility based upon a review by the County on a quarterly basis of the condition of the Facility and the equipment therein. (up to 20 points) (c) Customer Service SMG shall demonstrate quality service to clients of the Project by above average ratings on mutually approved service deli- very surveys (a copy of which is attached hereto as Exhibit 4.2(a)(ii)(c) (up to 40 points) The amount of the points assigned for such Fiscal Year will be used to calculate the Qualitative Incentive Fee payable to SMG for such year as described below. The Qualitative Incentive Fee for any Fiscal Year shall be an amount equal to the product of (A) 25% of the fixed fee payable under Section 4.1 for such Fiscal Year, and (B) a ratio whose denominator is 100 points and whose numerator equals the number of points earned by SMG for such year in the County's dis- cretion as provided above. The parties will meet periodically, as the County determines to be reasonably necessary, during the course of each Fiscal Year to provide performance updates and to discuss performance issues. (b) Payment The incentive fees determined pursuant to Section 4.2(a) above shall be payable to SMG within forty -five (45) days after the County's receipt of an invoice from SMG accompanied by an annual statement certified by one of its officers setting forth the Oper- ating Revenues and Operating Expenses for the previous Fiscal Year and showing the calculation of the incentive fee payable with respect to such Fiscal Year. Provided that the County approves or does not object in writing to SMG's invoice within forty -five (45) days of its receipt of the same, SMG will thereafter be entitled to deduct the amount of such fee from the account de- scribed in Section 5.6 below, provided that to the extent that SMG projects that such a deduction would leave insufficient funds in such account to cover Operating Expenses for the remainder of the then - current fiscal quarter, SMG shall be entitled not to deduct all or a portion of such fee from such account, and, upon notice thereof from SMG, the County shall promptly pay SMG the amount of the fee that has not been deducted from such account. Promptly following the availa- pdfconvert. 9450.1. cabarms_agreement_2015. doc 12 Attachment number 1 F -1 Page 92