Agenda - 12-05-2005-5l - Laserfiche WebLink

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as (c) The annual budgets referred to in subparagraphs (a) and (b) above shall be reviewed and are subject to approval by the County. On or' before the date ofthe Orange County Commissioners' last regularly-scheduled meeting prior to the end of each Fiscal Year, the County shall notify RFP of any changes to the annual operating budget and the cash flow funding budget for' the succeeding Fiscal Year proposed by RFP and with such changes, if any, as are made by the County. In the event that RFP agrees to such changes, which agreement shall not be unreasonably witlilreld, conditioned or delayed, such budgets shall be the Approved Budgets for the upcoming Fiscal Year and, if the parties cannot agree on Approved Budgets for the upcoming Fiscal Year, then the previous Fiscal Year's Approved Budgets shall be the Approved Budgets for such upcoming Fiscal Year until a new budget is agreed upon by the parties.. 5.4 Budget Modifications Initiated by RFP. RFP may submit to the Contract Administrator at any time prior to the close of a Fiscal Year a supplemental or revised annual operating budget or cash flow budget for such Fiscal Year. Upon the approval of the County of such supplemental or revised budget, the Approved Budgets for such Fiscal Year shall be deemed amended to incorporate such supplemental or revised budget. The Approved Budgets may only be amended as set forth in Section 5.5 below or' in the two preceding sentences except that RFP shall have the right to propose amendments to the Approved Budgets for approval by the County as maybe necessary or appropriate as the result of the scheduling by RFP of additional programs and activities at the Facility (and the incurrence of additional Operating Expenses arising from the scheduling of additional programs and activities at the Facility) as long as prior to the scheduling of such activities, RFP had a reasonable good faith belief that the projected Net Operating Loss for the Fiscal Year as set forth in the Approved Budgets would not be increased as a result of such additional programs and activities. 5.5 Budget Modifications Initiated by the County, In the event that it appears reasonably likely, in any year during the term hereof, that the actual Net Operating Loss/Profit for such Fiscal Year will be larger or smaller as the case maybe than projected in the annual operating budget for such Fiscal Year, the County may request from RFP a plan for reduction of Operating Expenses to a level consistent with the budgeted Net Operating Loss/Profit amount. RFP shall forthwith comply with any such expense reduction requested by the County, whether such reduction was included in RFP's proposed plan for reduction or not, and the approved budgets for such Fiscal Year shall be modified accordingly, provided that if the County's requested reductions, in RFP's reasonable good faith judgment, could materially interfere, impede or impair the ability of RFP to manage and operate Sze Facility, RFP shall have the right to tern~inate this Agreement pursuant to Section 12.2 (with the effect set forth in Section 12.:3); and, provided further, RFP shall not be construed to have breached its obligations under this Agreement if'such alleged breach has been directly caused by the reductions requested by the County, provided that the County has been first given reasonable prior written notice by RFP that such specific breach or default by RFP was likely Yo result from such reduction. 15