|
purchasing services, engineering services, electricity, steam, gas, fuel, general
<br />maintenance, HVAC maintenance, telephone, staffing personnel including guards, ushers
<br />and ticket-takers, extermination, elevators, stage equipment, fire control panel and other
<br />safety equipment, snow removal and other services which are deemed by Manager to be
<br />either necessary or useful in operating the Facility.
<br />Taxes: Any and all governmental assessments, franchise fees, excises, license and
<br />permit fees, levies, charges, and taxes, of every kind and nature whatsoever, which at any
<br />time during the Term may be assessed, levied, or imposed on, or become due and payable
<br />out of or in respect of, (i) activities conducted on behalf of the Owner at the Facility,
<br />including without limitation the sale of concessions, the sale of tickets, and the
<br />performance of events (such as any applicable sales and admissions taxes, use taxes,
<br />excise taxes, occupancy taxes, employment taxes, and withholding taxes), or (ii) any
<br />payments received from any holders of a leasehold interest or license in or to the Facility,
<br />from any guests, or from any others using or occupying all or any part of the Facility.
<br />Term: "Term" shall have the meaning ascribed to such term in Section 4.1 of
<br />this Agreement.
<br />Tournament Revenue: All revenue negotiated as part of a tournament or facility
<br />rental agreement, accounted for through a self-operated tournament, or other vendor
<br />contracts associated with the tournament.
<br />ARTICLE 2 SCOPE OF SERVICES
<br />2.1 Engagement.
<br />(a) Owner hereby engages Manager during the Term to act as the sole and
<br />exclusive manager and operator of the Facility, subject to and as more fully described
<br />in this Agreement, and, in connection therewith, to perform the services described herein
<br />and in Exhibits A and B attached hereto.
<br />(b) Manager hereby accepts such engagement, and shall perform the services
<br />described herein, subject to the limitations expressly set forth in this Agreement.
<br />2.2 Limitations on Manager's Duties. Manager's obligations under this
<br />Agreement are contingent upon and subject to the Owner making available, in a timely
<br />fashion, the funds budgeted for or reasonably required by Manager to carry out such
<br />obligations during the Term. Manager shall not be considered to be in breach or default of
<br />this Agreement and shall have no liability to the Owner or any other party if Manager does
<br />not perform any of its obligations hereunder due to failure by the Owner to timely provide
<br />such funds.
<br />ARTICLE 3 C OMPENSATION
<br />Docusign Envelope ID: 177AA06A-30B4-42FF-A85A-78B5A7C51DBE
|