AG 2006 09 25 Regular - Laserfiche WebLink

Home Browse Search

FOOl) d- B~Vil2.a~ {.J~i:F-ml.-V1 C. No consents or approvals are necessary under any agreement to which SMGFB may be a party or may be bouI1d thereby in connection with the execution and delivery of this Agreement by SMGFB. 6. COMPENSATION Subject to all of the terms and conditions contained herein, and in consideration of the Services provided by SMGFB hereunder and SMG's grant to SMGFB of the right to provide the Services hereunder, the parties hereto shall be compensated, without setoff, as follows: A. SMG shall pay to SMGFB a base fee of five percent (5%) of the Gross Revenues (the "Base Fee"). Payment of the Base Fee shall be made from Gross Revenues on the twentieth (20th) day of each month in arrears for the most recently completed month during the Term and any Renewal Term. B. In addition to the Base Fee and only in the event that for any Fiscal Year during the Tenn and any Renewal Term in which the Net Operating Income is zero or positive, SMG shall pay to SMGFB an incentive fee equal to five percent (5%) of Gross Revenue for any such Fiscal Year during the Tenn and any Renewal Term ofthis Agreement (the "Incentive Fee"), Payment under this Section 6B shall be made annually and in accordance with the terms set forth in Section 7 below. C. For purposes of this Agreement, the term "Positive Net Operating Income" shall mean Net Op~ratinglncome less .any Incentive Fee payable under Section 6(B) above. Positive Net Operating Income for each Fiscal Year during the Term and any Renewal Term shall be distributed to the Facility and SMGFB as follows: (i) the first Fifty Thousand Dollars ($50,000) of Positive Net Operating Income shall be for the account ofthe Facility, (ii) the next Fifty Thousand Dollars ($50,000) of Positive 1'{etOperating Income shall be for the account ofSMGFB; and (iii) any Positive Net Operating Income in excess of $100,000 shall be for the account of the Facility, Payments under this Section 6C shall be made annually and in accordance with the terms set forth in Section 7 below. , 7. REPORTING, ACCOUNTING, AND PAYMENT OBLIGATIONS A. SMGFB'shall keep complete and accurate records of all receipts in connection with the Services and shall keep complete and accurate books of account with respect thereof. The County and SMG shall have aCcess, during business hours, to all books and records of SMGFB relating to its Gross Revenue and Operating Expenses. SMGFB will follow its established bookkeeping procedures and will make every effort to endeavor to comply with any County requests relating to the maintenance of records. . The County and SMG .shall have. the right, at any time and from time to time, to cause nationally recognized independent auditors selected by the County or SMG to audit all of the books ofSM<G'FB relating to the Services. If any such audit demonstrates that the amount due to the Facility as s~t forth in the Annual Statement (defined below in Section 7C) is materially understated or the amount due to SMGFB is materially overstated, SMGFB shall pay to Facility the cost of such audit and shall promptly pay to the Facility that proper amount of the understatement or the overstatement, as the case may be. 4 COPYlight 1999 by SMG Food and Bevemge, LLC. AU rights reserved. F-g B 424244v.2