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"Operating Expanses" - (a) any and all expenses and expenditures of whatever
<br />land or nature incurred by SMG in promoting, operating, maintaining and managing the Facility,
<br />provided that the same have been budgeted, are otherwise contemplated by this Agreement (e.g.
<br />an increase aver budgeted Operating Expenses due to an increase in event activity) or such ex-
<br />panse is otherwiso approved in writing by the County, including, btR not limited to: employee
<br />compensation and related expenses (e.g, base salaries, bonuses, severance and car allowances),
<br />employee benefita and related costa (e.g., relocation and other related expenses pursuant to
<br />SMG's relocation policy (a copy of which is included in the Facility Policy Manual), parking and
<br />other fringe benefits), supplies, material and parts coats, costs of any imams and independent
<br />contractors, advertising, marketing and public relations costs and commissions, janitorial and
<br />cleaning expanses, data proce9aing Cosffi, dues, subscriptions and membership coats, the coats of
<br />procuring, administering and maintaining the insurance referred to in Section 8 below (including,
<br />without limitation, the amount of any premium or deductible under any such policy), amounts
<br />expended to procure and mainffiin permits and licenses, charges, taxes, excises, penalties (except
<br />where incurred due to SMG's or its employees', agents', licensees', concessionaires', promot-
<br />ers', performers' or contractors' negligent or intentional acts or omissions) and fees, professional
<br />fees, printing and stationary coats, Event Expenses, postage and freight costs, equipment rental
<br />costs, computer equipment leases and line charges, repairs and maintenance coats (e.g., elevators
<br />and I3VAC), security expenses, utility and telephone charges, travel and entertainment expenses
<br />in accordance with SMG's policies (a copy of which is included in the Facility Policy Manual),
<br />the cost of employee uniforms, safety and medical expenses, exterminator and waste disposal
<br />coats, costs relating to the maintenance of sigrage ittventory and systems, the coat of annual in-
<br />dependent audits of the Facility, the coat of compliance with laws and regulations, costs incurred
<br />under agreements, commitments, licenses and contracts executed by SMG ae provided in Section
<br />2.3(c) hereof, and the fixed management fees payable to SMG pursuant to Suction 4.1 below, all
<br />as determined in accordance with generally accepted accounting principles and recognized on a
<br />full accrual basis; provided that Opemting Expenses shall not include expenses or expenditures
<br />in connection with Capital Improvements and Capital Equipmem purchases or the incentive fee
<br />payable pursuant to Section 42 below and a~ expenses relating to SMG personnel based in
<br />SMG's corporate headquarters in Plu'ladalphia, Pennsylvania or ire regional field locations (in-
<br />cludittg rho costs of travel by each corporate or regional personnel in connection with SMG's
<br />management ofthe Facility).
<br />(b) Solely for purposes of calculating Net Operating Loea/Profit and SMG's in-
<br />centive foe hereunder, Operating Expenses shall exclude all interest, income tax, depreciation
<br />and amortization expenses.
<br />"Operating Revenues" -any and all revenues of every kind or nature derived
<br />from owning, operating, managing or promoting the Facility, including, but not liaritad to: li-
<br />cense, lasso and wncas8ion fees and rentals, revenues from merchandise sales, advertising and
<br />sponsorship sales and renewals, avant sponsorship revenues, equipment rentals, utility revenues,
<br />box office revenues, ticket surcharges (if any), ticket service fees, parking revenues, food service
<br />and concession revenues (however, if such revenues era collected in rho first instance by and re-
<br />tained by the concessionaire, only the amount of such revenues paid by the concessionaire to the
<br />Facility shell ba urcluded as Operating Revenues), commissions or other revenues from decora-
<br />tion and set-up, security and other aubcontractora (however, if such revenues era collected in fhe
<br />mieed oebenue eg~eooimtvl6nl nddeomieed oaMrtue e~raemmt vane),ed.doo
<br />3
<br />01995.200
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