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

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cannot appropriate funds for its operation due to changes in Owner’s statutory authority or severe emergency financial conditions; provided, however, that this Agreement does not in any manner negate any payment obligations of Manager set forth in this Agreement. 8.11 Inspections and Funds for Emergency Repairs. Manager shall perform routine inspections of the Facility to document damage or repair issues and shall address such damage or repair issues within a reasonable time and as provided herein. Manager shall act to conduct Emergency Repairs, with the consent of the Owner, which consent is hereby given, in situations which Manager determines to be an emergency with respect to the life, safety, health, welfare, and protection of the general public, including spending and committing funds held in the Operating Account(s) of the Facility, even if such expenses are not budgeted, provided that use of such funds is directly related to addressing the immediate emergency condition only; provided however, Manager shall have no obligation under any circumstance to spend or commit funds other than funds then available in such accounts for any such purpose. Immediately following such action, Manager shall inform the Owner of the situation and the action(s) taken, and the Owner shall pay into such account(s) the amount of funds, if any, reasonably spent or committed by Manager pursuant to this section in excess of budgeted amounts. 8.12 Records and Audits. (a) Manager shall keep full and accurate accounting records relating to its activities at the Facility in accordance with generally accepted accounting principles in the U.S. Manager shall maintain a system of bookkeeping adequate for its operations hereunder and sufficient to allow the Owner to determine Manager’s compliance with this Agreement and the Facility's complete financial status and performance at any time. Manager shall adjust its accounting procedures upon request by the Owner to conform with any applicable requirements of state or federal law or with the Owner’s reasonable direction. Manager shall give the Owner's authorized representatives access to Managers financial and accounting books and records at any reasonable time. Manager shall keep and preserve for the greater of three (3) years or the time period required by the 2021 General Records Schedule: Local Government Agencies, as that schedule is maintained and may be amended from time to time by the North Carolina Department of Cultural Resources, following each Fiscal Year all sales slips, rental agreements, purchase orders, sales books, credit card invoices, records related to social payment apps or other electronic transactions, digital currency transactions, duplicate deposit slips, electronic or digital banking and account information, and other evidence of Operating Revenues and Operating Expenses for such period. In addition, on or before sixty (60) days following the end of each Fiscal Year for which Manager is managing the Facility hereunder, Manager shall furnish to the Owner a balance sheet, a statement of profit or loss, and a statement of cash flows for the Facility for the preceding Fiscal Year, prepared in accordance with generally accepted accounting principles in the U.S. to be audited by any independent auditor chosen by Owner. The audit shall contain an opinion expressed by the independent auditor of the accuracy of financial records kept by Manager and of amounts due to the Owner. The audit shall also provide a certification by the Manager of the Operating Revenues and Operating Expenses as defined in this Agreement for such Fiscal Year. The costs of such audit shall be deemed Operating Expenses. (b) The Owner shall have the right at any time, and from time to time, to cause an independent auditor of Owner’s choosing to audit all of the books and records of Docusign Envelope ID: 177AA06A-30B4-42FF-A85A-78B5A7C51DBE