2025-462-E-DEAPR-Recreation Factory Partners-portsplex Management Agreement

Browse Search

4.4 Suspension. Owner may suspend any portion of this Agreement at any time and from time to time for Owner’s convenience and without penalty to Owner upon three (3) days’ notice to Manager. Upon any suspension by Owner, Manager shall discontinue the activities related to the suspended portion and shall not resume such activities until notified to proceed by Owner. No suspension shall exceed fifteen (15) consecutive calendar days. ARTICLE 5 OWNERSHIP; MANAGEMENT; AND USE OF THE FACILITY 5.1 Ownership of Facility, Data, Equipment, and Materials. The Owner will at all times retain ownership of the Facility, including but not limited to real estate, technical equipment, furniture, displays, fixtures and similar property, including improvements made during the Term, at the Facility. Any data, equipment or materials furnished by Owner to Manager or acquired by Manager as an Operating Expense shall remain the property of Owner and shall be returned to Owner when no longer needed by Manager to perform under this Agreement or upon the termination of this Agreement. Notwithstanding the above, Owner shall not have the right to use any third-party software licensed by Manager for general use by Manager at the Facility and other facilities managed by Manager, the licensing fee for which is proportionately allocated and charged to the Facility as an Operating Expense; such software may be retained by Manager upon expiration or termination hereof. 5.2 Approval of Owner. To the extent that the approval of the Owner is required under the terms of this Agreement, such approval must be in writing, except for those amendments and approvals hereto that specifically require consideration by the Orange County Commissioners, which consideration shall occur at a business meeting of the Orange County Commissioners. 5.3 Standards of Measurement of Manager’s Performance. The Owner is entering into this Agreement in part based upon Manager’s stated expertise and experience in managing and promoting other facilities similar in nature to the Facility and the expectation that Manager will utilize all of its good faith commercially reasonable efforts to manage the Facility in a first-class, high-quality, fiscally responsible manner and in the Owner’s best interest. The parties intend and expect that Manager will use its good faith commercially reasonable efforts to accomplish the following performance goals in its management of the Facility: (a) As an enterprise fund, Manager shall generate sufficient Operating Revenue to cover Operating Costs; (b) Net Operating Revenue shall provide debt service coverage of 1.25X as part of the budget formulation and audited results; (c) Improving the quality of operations and programming at the Facility; (d) Operating the Facility in a manner that promotes the Guiding Principles Docusign Envelope ID: 177AA06A-30B4-42FF-A85A-78B5A7C51DBE