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APPROVED 12105/05
<br />events at the Facility are not Operating Revenues, but are instead revenues of the promoter
<br />and/or performer of each such event. To the extent that RFP collects such ticket sale revenue on
<br />behalf of such promoter and/or performer, such ticket sale revenue shall be the source of funds
<br />from which RFP collects the rental charges and other event reimbursements due by such
<br />promoter and/or performer for use of the Facility, which such charges and reimbursements are
<br />Operating Revenues hereunder.
<br />"C,lperating Revenue Benchmark" -shall be established annually in association
<br />with the approved budget, beginning with the first full Fiscal Year of the Management Term,
<br />subject to adjustment for material changes in the manner in which RFP operates food and
<br />beverage services at the Facility or provides other programs and services, if such changes are
<br />agreed upon by the parties hereto.
<br />"Person" -any individual, general partnership, limited partnership, limited
<br />liability partnership, partnership, corporation, joint venture, trust, business trust, limited liability
<br />company, cooperative, or association, and the successors and assigns of any of the foregoing and,
<br />unless the context otherwise requires, the singular shall include the plural, and the masculine
<br />gender shall include the feminine and the neuter, and vice versa.
<br />"Pre-existing Agreement" -each contract, license, agreement, option, lease and
<br />commitment existing as of the date of this Agreement that grants any Person any right (i) to
<br />license, use, occupy or rent all or any portion of the Facility, or {ii) to provide services to be used
<br />in the management, operation, use, possession, occupation, maintenance, promotion or marketing
<br />of all or any portion of the Facility.
<br />"Renewal Term" -the additional period for which this Agreement may be
<br />renewed at the option of the County in accordance with Section 3.2 hereof beyond the
<br />Management Term.
<br />"RFP" - as defined in the first paragraph of this Agreement.
<br />"Senior Center" - as described and/or referred to in Sections 2.3(q), 2.3(t), 2.6,
<br />13.1 and 13.7 hereof.
<br />2. Engagement of RFP; Scope of Services.
<br />2.1 Engagement.
<br />(a) General Scope. The County hereby engages RFP to promote, operate and
<br />manage the Facility during the Management Term and the Renewal Term, if any, upon the terms
<br />and conditions hereinafter set forth, and RFP hereby accepts such engagement.
<br />(b} Manager of the Facility. Subject to the terms of this agreement, RFP shall
<br />be the sale 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
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