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

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The Operating Account shall be funded with amounts generated by operation of the Facility (as described in Article 7 above), or otherwise made available by the Owner subject to annual appropriations. To ensure sufficient funds are available in the Operating Account, Owner will deposit in the Operating Account, on or before the Effective Date, the budgeted or otherwise approved expenses for the month beginning on the Effective Date. The Owner shall thereafter, on or before the first day of each succeeding month, deposit (or allow to remain) in the Operating Account the budgeted or otherwise approved expenses for each such month. Manager shall have no liability to the Owner or any third party if Manager is unable to perform its obligations hereunder, or under any third-party contract entered into pursuant to the terms hereof, due to the fact that sufficient funds are not made available to Manager to pay such expenses in a timely manner. 8.2 Advancement of Funds. Under no circumstances shall Manager be required to pay for or advance any of its own funds to pay for any Operating Expenses. In the event that, notwithstanding the foregoing, Manager agrees to advance its own funds to pay Operating Expenses, Owner shall promptly reimburse Manager for the full amount of such reasonably advanced funds. Owner will also fund an amount to be included in the budget, that will be accounted for as Owner’s asset, to be used as operating funds and working capital. The “working capital” will be the baseline account balance for the Operating Account and Owner will contribute funds as needed to maintain that minimum of amount in the Operating Account. 8.3 Operating Funds. (a) Except as otherwise set forth herein, 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 Owner shall make available to Manager 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. On or before January 31st of the Fiscal Year Owner and Manager shall conduct a mid-year review to examine Operating Revenues and Operating Expenses in order to determine whether and to what extent operation of the Facility will result in an operating deficit. (b) The Manager shall operate the Facility within the approved Operating Budget and subject to the Facility financial policy established by the Owner as described in Exhibit C. (c) If Owner appropriates funds at (or reduces appropriated funds to) a level that, in Manager's reasonable, good faith judgment, renders the management of the Facility or any part of the Facility unsafe for use for its intended purpose, Manager shall provide its concerns and preferred solution in writing to Owner within seven (7) days and (i) Manager and Owner shall, as soon as practicable and in no event later than the date that Manager has identified as the last date beyond which Manager has determined that it is unsafe to operate the Facility or any part of the Facility (the date of which shall have been included in Manager's notice referenced immediately above), agree on the manner in which the Facility shall be operated or on the increased amount of funding necessary to render the operation of the Facility safe or (ii) Manager may terminate this Agreement pursuant to Section 4.2. In the event of a termination under this subsection and if Manager’s concerns are addressed within the twelve (12) month period provided for in Section 4.2, then Manager shall have Docusign Envelope ID: 177AA06A-30B4-42FF-A85A-78B5A7C51DBE