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8 <br />APPROVED 12/05/05 <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 finther that to the extent that such policies <br />or guidelines hereafter established or modified by the County affect revenues or expenses at the <br />Facility, then and in that event, the Operating Revenue Benchmark shall be appropriately <br />adjusted so that it reflects the 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 fmancing 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 />2.2 Scope of Services -- Generall y. <br />RFP shall perform and furnish such management .services and systems as are <br />appropriate or necessary to operate, manage and promote the Facility in a manner consistent with <br />G