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APPROVED 12/05/05 <br />County shall pay all Operating Expenses incurred or irrevocably committed for prior to the date <br />RFP receives the Appropriation Deficiency Notice. Any failure by the County to provide funds <br />(beyond the aggregate level of appropriated funds) for the payment of Operating Expenses <br />incurred or committed for .after RFP receives an Appropriation Deficiency Notice shall not be a <br />breach of or default under this Agreement by the County. Any failure by RFP to perform its <br />obligations under this Agreement after RFP's receipt of an Appropriation Deficiency Notice shall <br />not be a breach of or default under this Agreement if such breach or default directly results from <br />such Appropriation Deficiency, provided that the County has been first given reasonable prior <br />written notice by RFP that such specific breach or default by RFP was likely to result from such <br />Appropriation Deficiency. <br />(c) If the County appropriates funds at (or reduces appropriated funds to) a <br />level that, in RFP's reasonable, good faith judgment, renders the management of the Facility or <br />any part of the Facility by RFP unsafe as a public assembly facility, RFP shall provide its <br />concerns in writing to the County and (i) RFP and the County shall, as soon as practicable and in <br />no event later than the date that RFP has identified as the last date beyond which RFP has <br />determined that it is unsafe to operate the Facility or any part of the Facility (the date of which <br />shall have been included in RFP's notice referenced immediately above), agree on the manner in <br />which the Facility shall be operated or on the increased amount of funding necessary to render <br />the operation of the Facility safe or (ii) RFP may terminate this Agreement pursuant to Section <br />12.2 (with the effect set forth in Section 12.3). In the event of a termination under this Subsection <br />5.2(c) and if RFP's concerns are addressed within the twelve (12) month period following such <br />termination, then RFP shall have the right to resume management of the Facility by giving <br />written notice within thirty (30) days of the date such concerns are addressed, provided that this <br />right to resume management shall expire if not exercised in writing within such thirty (30) day <br />period. <br />5.3 Annual Budget; Cash Flow Budget. <br />(a) As part of the annual plan described in Section 6.2 herein, on or before <br />one hundred twenty (120) days prior to the end of each Fiscal Year, RFP will prepare a proposed <br />annual operating budget for the next Fiscal Year to meet the scope of services and objectives <br />under this Agreement. Such budget shall contain appropriate line items for revenues and <br />expenses and the project net operating deficit or surplus. <br />(b) RFP shall prepare and submit to the Contract Administrator on or before <br />one hundred twenty (120) days prior to the end of each Fiscal Year a proposed annual cash flow <br />budget for the succeeding Fiscal Year. <br />(c) The annual budgets referred to in subparagraphs (a) and (b) above shall be <br />reviewed and are subject to approval by the County. On or before the date of the Orange County <br />Commissioners' last regularly-scheduled meeting prior to the end of each Fiscal Year, the <br />County shall notify RFP of any changes to the annual operating budget and the cash flow <br />funding budget for the succeeding Fiscal Year proposed by RFP and with such changes, if any, <br />as are made by the County. In the event that RFP agrees to such changes, which agreement shall <br />not be unreasonably withheld, conditioned or delayed, such budgets shall be the Approved <br />14 <br />