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5.2 Non - Funding (a) The County shall have no obligation to provide funds for the payment of Operating Expenses incurred or committed for after the date SMG receives written notice (an "Appropriation Deficiency Notice ") of the fact that insufficient funds or no funds have been ap- propriated, or are anticipated to be insufficient or unavailable in the future, for the Facility. (b) If the Appropriation Deficiency Notice is of insufficient funds, the County shall pay all Operating Expenses incurred or committed for after such date that are within the aggregate level of appropriated funds specified in the Appropriations Deficiency Notice. The County shall pay all Operating Expenses incurred or irrevocably committed for prior to the date SMG receives the Appropriation Deficiency Notice. Any failure by the County to provide funds (beyond the aggregate level of appropriated funds) for the payment of Operating Expenses in- curred or committed for after SMG receives an Appropriations Deficiency Notice shall not be a breach of or default under this Agreement by the County. Any failure by SMG to perform its obligations under this Agreement after SMG's receipt of a Appropriation Deficiency Notice shall not be a breach of or default under this Agreement if such breach or default directly results from such appropriation deficiency, provided that the County has been first given reasonable prior written notice by SMG that such specific breach or default by SMG was likely to result from such appropriation deficiency. (c) If the County appropriates funds at (or reduces appropriated funds to) a level that, in SMG's reasonable, good faith judgment, renders the management of the Facility by SMG unsafe as a public assembly facility, SMG may provide its concerns in writing to the Coun- ty and (i) SMG and the County shall, as soon as practicable and in no event later than the next event that SMG has identified as being unsafe to hold (the date of which shall have been in- cluded in SMG's notice referenced immediately above), agree on the manner in which the Facili- ty shall be operated or on the increased amount of funding necessary to render the operation of the Facility safe or (ii) SMG may terminate this Agreement pursuant to Section 12.2 (with the effect set forth in Section 12.3). In the event of a termination under this Subsection 5.2(c) and if SMG's concerns are addressed within the twelve (12) month period following such termination, then SMG shall have the right to resume management of the Facility by giving written to 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. 5.3 Annual Budget; Cash Flow Budget (a) As part of the annual plan described in Section 6.2 herein, on or before one hundred twenty (120) days prior to the end of each Fiscal Year, SMG will prepare a pro- posed annual operating budget for the next Fiscal Year to meet the scope of services and obj ec- tives under this Agreement. Such budget shall contain appropriate line items for revenues and expenses and the projected net operating deficit or surplus. (b) SMG shall prepare and submit to the Contract Administrator on or before one hundred twenty (120) days prior to the end of each Fiscal Year a proposed annual cash now budget for the succeeding Fiscal Year. pdfconvert. 9450.1. cabarms_agreement_2015. doc 14 Attachment number 1 F -1 Page 94