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bility of the audited annual financial statements described in Section 6.1 hereof for a Fiscal Year, SMG shall recalculate the incentive fee payable for that Fiscal Year; in the event that the amount of the incentive fee which was paid based on SMG's invoice differs from such recalculated amount, SMG shall promptly remit to the County any excess amount which was paid, or the County shall within forty -five (45) days pay (or SMG shall be entitled to deduct from any ac- count specified in Section 5.6 after the lapse of forty -five (45) days without objection by the County) the shortfall, as the case may be. (c) Revenues and Fees. All revenues generated by, payable in connection with or in any way related to the Facility shall be the sole property and revenue of the County. SMG's sole remuneration for its performance under this Agreement shall be the Fixed Fee and, if applicable, the Quantitative Incentive Fee and /or the Qualitative Incentive Fee. SMG shall have no claim to any revenues generated by, payable in connection with or in any way related to the Facility except through said fees. 5. Funding; Budgets; Bank Accounts. 5.1 Operating Funds Except as otherwise set forth herein and subject to Section 5.2, following the ap- proval 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 County shall make available to SMG all funds necessary to pay all approved expenses pursuant to the ap- proved, budgeted Operating Expenses incurred or accrued in such Fiscal Year, to the extent Op- erating Revenues do not equal or exceed Operating Expenses. To the extent that Operating Rev- enues during a calendar quarter period are insufficient, or are reasonably expected to be insuffi- cient, to cover Operating Expenses plus, with respect to the first quarter of a Fiscal Year, the amount of the projected incentive fee payable pursuant to Section 4.3(b) for the prior Fiscal Year ( "Cash Flow Shortfall ") for such period, the County shall deposit funds into the operating ac- count as follows. Thirty (30) days prior to the beginning of each calendar quarter during the Management Term and any Renewal Term, SMG will submit to the County an invoice for the projected Cash Flow Shortfall for such quarter and the County will transfer such funds to the op- erating account within five (5) days after the start of such calendar quarter. Such funds shall be used to pay Operating Expenses. Should it thereafter be determined that Operating Revenues for the quarter in question were in fact sufficient to cover Operating Expenses for such quarter and that the deposit by the County was not in fact needed, then such deposit shall, at the County's option, be either refunded to the County within ten (10) days of its written request therefor, or shall be deposited into an interest - bearing account to be used only to cover any future Cash Flow Shortfalls. Any cash infusions by the County pursuant to a Cash Flow Shortfall shall not consti- tute Operating Revenues. pdfconvert. 9450.1. cabarms_agreement_2015. doc 13 F -1 Attachment number 1 Page 93