AG 2008 05 19 - Laserfiche WebLink

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D. The term "Management Term" shall be replaced with the terms "Management Term and any Renewal Term" in each place such term arises in Section 4.2. E. Section 6.1(a) of the Original Management Agreement is hereby amended and restated in its entirety to read as follows: 6.1 Records and Audits. (a) SMG shall keep full and accurate accounting records relating to its activities at the Facility in accordance with generally accepted United States accounting principles. SMG shall maintain a system of bookkeeping adequate for its operations hereunder and sufficient to allow the County to determine SMG's compliance with this Agreement and the Facility's complete financial status and performance at any time. SMG shall adjust its accounting procedures upon request by the County to conform with any applicable requirements of state or federal law or with the reasonable recommendations of the County's Finance Director, financial advisors or bond underwriters. SMG shall give the County's authorized representative access to such books and records at any reasonable time. SMG shall keep and preserve for at least three (3) years following each Fiscal Year all sales slips, rental agreements, purchase order, sales books, credit card invoices, bank books or duplicate deposit slip, and other evidence of Operating Revenues and Operating Expenses for such period. In addition, on or before ninety (90) days following each Fiscal Year for which SMG is managing the Facility hereunder, SMG shall furnish to the County a balance sheet, a statement of profit or loss and a statement of cash flows for the Facility for the preceding Fiscal Year, prepared in accordance with generally accepted United States accounting principles. The accounting records maintained by SMG hereunder for the Facility shall be audited annually by the County's independent auditor as part of the County's overall audit process. The County may, from time to time, audit the accounting records maintained by SMG hereunder for the Facility, at any reasonable time. The cost of any such audit shall be deemed an Operating Expense hereunder. 3. Effect of Amendment. Except as amended in paragraph 2 hereof, the Original Management Agreement and all terms and conditions thereof shall remain unaltered and in full force and effect and are hereby ratified and confirmed in all respects, as hereinabove amended. Any reference in the Original Management Agreement or in any instrument, document or consideration executed or delivered pursuant to the Original Management Agreement to "this Agreement", "hereof', "hereto", and "hereunder" and similar references thereto shall be deemed and construed to be a reference to the Original Management Agreement, as amended by this Amendment. 4. Governing Law. This Amendment will be governed by and construed in accordance with the internal laws of the State of North Carolina, without giving effect to otherwise applicable principles of conflicts of law. 5. Counterparts. This Amendment maybe executed in any number of counterparts, each of which will be deemed to be an original and all of which, when taken together, will be deemed to constitute but one and the same agreement. 6. Power and Authority. Each parry hereby represents and warrants to the other that each has full legal right, power and authority to enter into this Amendment and to perform its obligations hereunder. 2 B N 760621 v.6