AG 2015 06 15 - Laserfiche WebLink

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E. "Facility" shall be as defined in the first recital paragraph of this Agreement. F. "Gross Revenue" shall mean all revenue generated in connection with the Services, as calculated in accordance with generally accepted accounting principles, consistently applied (including, without limitation, (a) revenues from the sale of the Services to employees of the Facility, and (b) amounts actually received by SMGFB from Subcontracted Services (i.e. not the listed price of food before discounts are applied)); provided, however, that Gross Revenue shall not include revenue generated in connection with the Fair (as defined in Section 3A below). G. "Incentive Fee" shall be as defined in Section 6B hereof. H. "Net Operating Income" shall mean Gross Revenue less Operating Expenses. I. "Operating Expenses" shall mean all expenses directly or indirectly incurred by SMGFB in connection with the Services (including, without limitation (a) retail sales taxes and other taxes imposed upon receipts collected from a purchaser or consumer of the Services, (b) fees and charges on credit card transactions, (c) billed tips, service charges, and gratuities, (d) employee compensation, employee benefits, employee uniforms, and related costs, (e) the costs of food, alcoholic beverages, and non - alcoholic beverages, (f) costs related to set -up and clean -up, (g) amounts expended to procure and maintain permits and licenses and to pay charges, taxes, excises and fees, and professional fees relating thereto, and (h) the Base Fee; provided, however, that Operating Expenses shall not include expenses generated in connection with the Fair (as defined in Section 3A below). . "Positive Net Operating Income" shall be as defined in Section 6(C) hereof. K. "Services" shall be as defined in Section 3 hereof. L. "Subcontracted Services" shall mean services provided at the Facility by third parties which are under contract with SMGFB pertaining to any part of the Services as provided in this Agreement. M. "Term" shall mean the term of this Agreement as defined in Section 2, including the renewal term, if any, hereof. 2. TERM The term of this Agreement (the "Term ") shall commence on July 1, 2015, and shall continue in effect, unless earlier terminated as set forth in Sections 15 or 17 below, until June 30, 2020. SMG may extend the Term hereof on the same terms and conditions for additional five -year periods (each a "Renewal Term ") commencing immediately after the Term or any Renewal Term, as applicable, by giving not less than one hundred fifty (150) days prior written notice of such extension to SMG; provided, however, that the parties shall mutually agree on the amount, terms and conditions of remuneration for SMG's Services hereunder which may or may not be addressed herein regarding any Renewal Term. Notwithstanding anything to the contrary herein, in the event of a termination or expiration of the Management Agreement, this Agreement shall be terminable by the County or SMG upon written notice by the County or SMG to SMGFB stating that this Agreement shall terminate on the date of termination or expiration of the Management Agreement. 4 Attachment number 1 F -3 Page 74