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

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the proposed annual operating budget and the proposed cash flow funding budget for the succeeding Fiscal Year proposed by Manager and with such changes, if any, as are made by the Owner. In the event that Manager agrees to such changes, which agreement shall not be unreasonably withheld, conditioned or delayed, such budgets may be approved by the Orange County Commissioners 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. 8.5 Budget Modifications Initiated by Manager. Manager may submit to the Owner at any time during the Owner’s annual budget amendment calendar, but in no event later than May 31st of any Fiscal Year, a supplemental or revised annual operating budget or cash flow budget for such Fiscal Year. Upon the approval of the Owner, the Approved Budgets shall be deemed amended to incorporate such supplemental or revised budget. The Approved Budgets may only be amended as set forth in this Article 8 except that Manager shall have the right to propose amendments to the Approved Budgets for approval by the Owner as may be necessary or appropriate as the result of the scheduling by Manager of additional programs and activities at the Facility (and the incurrence of additional Operating Expenses and Operating Revenue arising from the scheduling of additional programs and activities at the Facility) as long as prior to the scheduling of such activities, Manager had a reasonable good faith belief that the projected Operating Revenues are sufficient to pay for additional Operating Expenses. 8.6 Budget Modifications Initiated by the Owner. In the event that it appears reasonably likely, in any Fiscal Year during the term hereof, that the actual Net Operating Loss/Profit for such Fiscal Year will be larger or smaller as the case may be than projected in the annual operating budget for such Fiscal Year, the Owner may request from Manager a plan for reduction of Operating Expenses to a level consistent with the budgeted Net Operating Loss/Profit amount. Manager shall forthwith comply with any such expense reduction requested by the Owner, whether such reduction was included in Manager’s proposed plan for reduction or not, and the Approved Budgets for such Fiscal Year shall be modified accordingly, provided that if the Owner's requested reductions, in Manager's reasonable good faith judgment, could materially interfere, impede, or impair the ability of Manager to manage and operate the Facility, Manager shall have the right to terminate this Agreement pursuant to Section 4.2 (with the effect set forth in Section 4.3); and, provided further, Manager 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 Owner, provided that the Owner has been first given reasonable prior written notice by Manager that such requested reduction is likely to result in interference, impediment, or impairment of the Manager’s ability to manage or operate the Facility and termination by Manager pursuant to this Section 8.6 is likely to result from such Owner’s requested reduction. 8.7 Operating Receipts and Disbursements. Manager shall establish and maintain, in one or more depositories designated by the Owner, one or more Operating Accounts for the promotion, operation and management of the Facility, in the name of the Owner, with Manager having signature authority in such employees of Manager as Manager shall reasonably determine provided such employees are properly bonded as specified herein. All revenues collected by Manager from the operation of or in any way related to the Facility shall be deposited into such accounts and Operating Expenses shall be paid by Docusign Envelope ID: 177AA06A-30B4-42FF-A85A-78B5A7C51DBE