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APPROVED 12/05/05
<br />"Operating Expenses" -any and all expenses and expenditures of whatever kind
<br />or nature incurred by RFP 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 over budgeted Operating Expenses due to an increase in event activity) or such
<br />expense is otherwise approved in writing by the County, including, but not limited to: employee
<br />compensation and related expenses (e.g., base salaries, bonuses, severance and car allowances),
<br />employee benefits, parking and other fringe benefits, supplies, material and parts costs, costs of
<br />any interns and independent contractors, advertising, marketing and public relations costs and
<br />commissions, janitorial and cleaning expenses, data processing costs, dues, subscriptions and
<br />membership costs related to operating the Facility, the costs of procuring, administering and
<br />maintaining the insurance referred to in Section 8 below (including, without limitation, the
<br />amount of any premium or deductible under any such policy), amounts expended to procure and
<br />maintain permits and licenses, charges, taxes, excises, penalties (except where incurred due to
<br />RFP'S or its employees', agents', licensees', concessionaires', promoters', performers' or
<br />contractors` negligent or intentional acts or omissions) and fees, professional fees, printing and
<br />stationery costs, Event Expenses, postage and freight costs, equipment rental costs, computer
<br />equipment leases and line charges, repairs and maintenance costs, security expenses, utility and
<br />telephone charges, travel and entertainment expenses in accordance with RFP's policies (a copy
<br />of which is included in the Facility Policy Manual), the cost of employee uniforms, if any, safety
<br />and medical expenses, exterminator and waste disposal costs, costs relating to the maintenance
<br />of signage inventory and systems, the cost of annual independent audits of the Facility, the cost
<br />of compliance with laws and regulations, costs incurred under agreements, commitments,
<br />licenses and contracts executed by RFP as provided in Section 2.3(c) hereof, and the fixed
<br />management fees payable to RFP pursuant to Section 4.1 below, all as determined in accordance
<br />with generally accepted accounting principles and recognized on a modified accrual basis;
<br />provided that Operating Expenses shall not include expenses or expenditures in connection with
<br />Capital Improvements and Capital Equipment purchases and any expenses relating to RFP
<br />personnel based in RFP's corporate headquarters or its regional field locations (including the
<br />costs of travel by such corporate or regional personnel in connection with RFP's management of
<br />the Facility).
<br />"Operating Revenues" -any and all revenues of every kind or nature derived from
<br />owning, operating, managing or promoting the Facility, including, but not limited to: license,
<br />lease and concession fees and rentals, revenues from memberships and facility user fees,
<br />revenues from merchandise sales, advertising and sponsorship sales and renewals, event
<br />sponsorship revenues, equipment rentals, utility revenues, box office revenues, ticket surcharges
<br />(if any), ticket service fees, parking revenues, food service and concession revenues (however, if
<br />such revenues are collected in the first instance by and retained by the concessionaire, only the
<br />amount of such revenues paid by the concessionaire to the Facility shall be included as Operating
<br />Revenues), commissions or other revenues from decoration and set-up, security and other
<br />subcontractors (however, if such revenues are collected in the first instance by and retained by
<br />such subcontractors, only the amount of such revenues paid by such contractors to the Facility
<br />shall be included as Operating Revenues), miscellaneous operating revenues, revenues generated
<br />from separate agreements with RFP Affiliates pertaining to the Facility, and interest revenues,
<br />all as determined in accordance with generally accepted accounting principles and recognized on
<br />a full accruaUcash basis. The parties acknowledge that revenues from the sale of tickets for
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