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

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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 the 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 in writing to the Owner within seven (7) days and (i) Manager and the 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 the right to resume management of the Facility by giving written notice within thirty (30) days of the date such concerns are addressed, provided that this right to resume management shall expire if not exercised in writing within such thirty (30) day period. 8.4 Annual Budget; Cash Flow Budget. As part of the annual plan described herein, on or before one hundred twenty (120) days prior to the end of each Fiscal Year, the Manager will prepare a proposed annual operating budget for the next Fiscal Year to meet the scope of services and objectives under this Agreement. Such budget shall contain appropriate line items for revenues and expenses. The Manager shall prepare and submit to the Owner on or before one hundred twenty (120) days prior to the end of each Fiscal Year a proposed annual cash flow budget for the succeeding Fiscal Year. The annual budgets referred to above shall be reviewed and are subject to approval by the Owner. On or before the date of the Orange County Commissioners' last regularly scheduled meeting prior to the end of each Fiscal Year, the Owner shall notify the Manager of any changes to Docusign Envelope ID: 177AA06A-30B4-42FF-A85A-78B5A7C51DBE