Orange County NC Website
Browse       Search
a <br />(b) Manager of the Facility. Subject to the terms of this agreement, RFP shall <br />be the sole and exclusive manager to manage, operate and promote the Facility during the <br />Management Term and the Renewal Term, if any. In such capacity, RFP shall have exclusive <br />authority over the day -to -day operation of the Facility and all activities therein; provided that <br />RFP shall follow all policies and guidelines of the County hereafter established or modified by <br />the County that the County notifies RFP in writing are applicable to the Facility (including <br />without limitation any methodology pertaining to the allocation of any costs and expenses by the <br />County to the Facility as permitted herein); provided further that to the extent that such policies <br />or guidelines hereafter established or modified by the County adversely affect revenues or <br />expenses at the Facility, then and in that event, the Benchmark shall be appropriately adjusted so <br />that it reflects the reduced revenues resulting from such established or modified policies or <br />guidelines. <br />(c) Approval of the County. To the extent that the approval of the County is <br />required under the terms of this Agreement, the written approval of the Contract Administrator <br />shall constitute the approval of the County,. except to the extent the approval of another party is <br />expressly required by the terms of this Agreement. <br />(d) Standards for Measurement of RFP's Performance. The County is entering <br />into this Agreement in part based upon RFP's stated expertise and experience in managing and <br />promoting other facilities similar in nature to the Facility and that RFP will utilize all of its good - <br />faith commercially reasonable efforts to manage the Facility in a first -class, high- quality, fiscally <br />responsible manner and in the County's best interest. It is the intention of the parties hereto that <br />RFP will use its good faith commercially reasonable efforts to accomplish the following <br />performance goals in its management of the Facility: <br />(i) Decreasing the yearly subsidy required by the County to the <br />expenses of the Facility from the County's General Fund; and <br />(ii) Improving the quality of operations and programming at the <br />Facility. <br />(e) It is the express intent of the parties hereto that this Agreement be <br />construed to the fullest extent possible in accordance with I.R.S. Revenue Procedures and <br />Rulings, including Revenue Procedure 97 -13, relating to management contracts for facilities <br />financed with tax- exempt installment purchase financing and Certificates of Participation, and, <br />for purposes of determining the parties' compliance with such Revenue Ruling, all provisions <br />hereof shall be interpreted or applied in such a manner as to provide the greatest compliance with <br />the same. RFP acknowledges and agrees that it shall not be entitled to and does not intend to <br />claim any compensation whatsoever or howsoever measured or denominated hereunder which <br />does not comply with such Revenue Procedures and which could jeopardize tax - exempt status of <br />the interest paid as part of the County's financing of the purchase, up -fit, expansion or otherwise <br />of the Facility. Under no circumstances shall RFP enter into any agreement for use of the Facility <br />where such use exceeds thirty (30) days over such agreement's entire term (including renewal <br />terms), without the prior written consent of the County. <br />2 <br />