AG 2008 05 19 - Laserfiche WebLink

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(a) (Geeral Scone. The County hereby engages SMG to promote, operate and manage the Facility during the Management Term and the Renewal Term, if any, upon the terms and conditions hereinafter sat forth, and SMG hereby accepts such engagement. (b) Mana¢er of the Facititv. Subject to the terms of this Agreement, SMG shall be the sole and exclusive maaagar to manage, operate and promote the Facility during the Management Toren and the Renewal Term, if any. In such capacity, SMG shall have exclusive authority over the day-today operation of the Facility and all activities thezein; provided that SMG shall follow all policies and guidelines of the County hereafter established or modified by the County that the County notifies SMG in writing are applicable to the Facility (including without limitation any methodology pertaining to the allocation of any costs and expenses by the County to the Facility as permitted herein); provided further that to the extent that such policies or guidelines hereafter established or modified by the County adversely affect revenues or ex- panses at the Facility, then and in that event, the Benchmark and/or the incentive fee formula set forth in Section 4.2 below shall be appropriately adjusted so that it reflects Ure additional costs or reduced revenues resulting from such established or modified policies or guidelines. (c) Approval of the County. To the extent that the approval of the County is required under the terms of this Agreemenk the written approval of the Contract Administrator shall constitute the approval ofthe County, except to the extent the approval of another party is expressly required by the forms of this Agreement. (d) ~tandatda for Measurement of SMG's Performance. The County is enter- ing into this Agreement in part based upon SMG's stated expertise and experience in managing and promoting other facilities similar in nature to the Facility and that SMG will utilize all of its good-faith commercially reasonable efforts to manage the Facility in a fuabclass,high-quality, fiscally responsible manner and in the County's best interest. It is the intention of the parties hereto that SMG will use its good faith commercially reasonable efforts to accomplish the fol- lowingperformance goals in its management of the Facility: (i) Decreasing the yearly subsidy required by the County to the ex- penses of the Facility from the County's General Fund; and (ii) hrbreasing the number of overt days in which the Facility is used; (iii) Improving the quality of events occurring at the Facility. (e) It is the express intent of the parties hereto that this Agreement be con- strued to tlro fullest extent poasrble in accordance with I.RS. Revenue Procedure 97-13, relating to management contracts for facilities finanoedwithtax-e~rampt bonds or Certificates of PaRici- pation, and, for purlwsas of determining the parties' oompliance with such Revenue Ruling, all provisions hereof shall be interproted or applied in such as manner as to provide the greatest compliance with the same. 3MG acknowledges and agrees that it shall sot be entitled to and done not intend to claim any compensation whatsoever or howsoever measured or denominated hereunder which does not comply with such Revenue Ruling or which could jeopardize such ~oviwd show ag`mmene vaml reddoomieadaMm~e ageammt vruW ied.doc 5 orveszoc F~