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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 cli- ents of the Project by above average ratings on mutually approved service deliv- ery surveys (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 descn'bed 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) Pa en 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 Expanses for the previous Fiscal Year and showing the calculation of the incentive fee payable with respect to such Fiscal Yeaz. 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 Ure extent that SMG projects that such a deduction would leave insufficient funds in such account to cover Operating Expenses for the remainder of the Nren-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 avail- ability of>Ire audited annual financial statements descn'bed in Section 6.1 hereof for a Fiscal Year, SMG shall recalculate the incentive fee payable for that Fiscel Year, in the event that the amount of the incentive ~ which was paid based on SMG's invoice differs from such recalcu- latedamount, SMG shall promptly remit to the County any excess amount which was paid, or the County shall within forty-five (45) days pay (or SMG shall be entitled to deduct from any account specified in Section 5.6 after the lapse of forty-five (45) days without objection by the County) the shortfall, as the case maybe. (c) Revenues and Fees. All revenues generated by, payable in connection with or in any way related to the Facility shall be the sole properly and revenue of the County. SMG's sole remuneration for its performance under this Agreement shall be the Fixed Fee and, if applicable, the Quantitative Incentive Fee and/or the Qualitative Incentive Fee. SMG shall Lave no claim to any revenues generated by, payable in connection with or in any way related to the Facility except through said fees. 5. Funding, Budgets; Bank Accounts. 5.1 Qpemting Funds. ~°vie°d wbartue a~°wronevrwl t°d.daaeviecd abemu agrtement vfmal ~ed.d°c 12 01995-20C ~- 3