2005 S Purchasing & Recreation Factory Partners

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APPROVED 12/05/05 in Section 12.1) hereunder, shall be entitled to draw such amounts from the account described in Section 5.6. In the event of a Renewal Term, the parties shall mutually agree upon the amount, terms and conditions of RFP's remuneration under this Section 4 for its performance hereunder. 4.2 Fees Belong to County. All revenues generated by, payable in connection with or in any way related to the Facility shall be the sole property and revenue of the County. RFP's sole remuneration for its performance under this Agreement shall be the Management Fee. RFP shall have no claim to any revenues generated by, payable in connection with or in any way related to the Facility except through the Management Fee. 5. Funding; Budgets; Bank Accounts. 5.1 Operating Funds. Except as otherwise set forth herein and subject to Section 5.2, following the approval of the annual operating budget for a Fiscal Year (including, without limitation, any annual operating budget applicable to the first Fiscal Year during the term hereof), the County shall make available to RFP all funds necessary to pay all approved expenses pursuant to the approved, budgeted Operating Expenses incurred or accrued in such Fiscal Year, to the extent Operating Revenues do not equal or exceed Operating Expenses. To the extent that Operating Revenues during a calendar quarter period are insufficient, or are reasonably expected to be insufficient, to cover Operating Expenses ("Cash Flow Shortfall") for such period, the County shall deposit funds into the operating account as follows. Thirty (30) days prior to the beginning of each calendar quarter during the Management Term and any Renewal Term, RFP will submit to the County an invoice for the projected Cash Flow Shortfall for such quarter and the County will transfer such funds to the operating account within five (5) days after the start of such calendar quarter. Such funds shall be used to pay Operating Expenses. Should it thereafter be determined that Operating Revenues for the quarter in question were in fact sufficient to cover Operating Expenses for such quarter and that the deposit by the County was not in fact needed, then such deposit shall, at the County's option, be either refunded to the County within ten (10) days of its written request therefor, or shall be deposited into aninterest-bearing account to be used only to cover any future Cash Flow Shortfalls. Any cash infusions by the County pursuant to a Cash Flow Shortfall shall not constitute Operating Revenues. 5.2 Non-Funding. (a) The County shall have no obligation to provide funds for the payment of Operating Expenses incurred or committed for after the date RFP receives written notice (an "Appropriation Deficiency Notice") of the fact that insufficient funds or no funds have been appropriated, or are anticipated to be insufficient or unavailable in the future, for the Facility. (b) If the Appropriation Deficiency Notice is of insufficient funds, the County shall pay all Operating Expenses incurred or committed for after such date that are within the aggregate level of appropriated funds specified in the Appropriations Deficiency Notice. The 13