Agenda - Council - 04/23/2024 - Laserfiche WebLink

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Manager and hold it harmless with respect to and from any loss, cost, damage, or expense, including attorney fees, as a result thereof. ARTICLE EIGHT BANK ACCOUNT AND DISBURSEMENT OF FUNDS -WORKING CAPITAL SECTION 8.1 - AGENCY ACCOUNT: All Working Capital furnished by Owner and amounts received by Manager in the operation of the Facility, including without limitation all Gross Sales, shall be deposited in the Agency Account. The Agency Account shall be maintained in Owner's name, in a bank selected by Manager and approved by Owner. Such monies shall not be commingled with the funds of Manager or Owner. Manager shall have sole signing authority with respect to the Agency Account and all funds deposited in the Agency Account. SECTION 8.2 — DISBURSEMENT OF FUNDS: Manager shall pay all Capital Expenditures and all Operating Expenses, specifically including the fees payable to Manager pursuant to Articles Twelve and Fourteen of this Agreement, and all amounts due Manager pursuant to Articles Ten and Eighteen of this Agreement, from the Agency Account. Subject to the cash flow requirements of the Facility, Manager shall pay Ownership Costs and make Capital Expenditures from the Agency Account if and as specifically requested by Owner. SECTION 8.3 - WORKING CAPITAL: Upon the execution of this Agreement, Owner and Manager shall agree on the initial "Working Capital" required for the Facility, and Owner shall deposit such amount in the Agency Account as initial Working Capital. Thereafter, Owner shall furnish Manager, from time to time, if and as required and requested in writing by Manager, funds in an amount to constitute sufficient Working Capital for the operation of the Facility. At the time the Annual Operating Budget is approved, Owner and Manager shall agree on the amount of Working Capital to be maintained by Owner during each Fiscal Year. Working Capital shall be replenished from Facility cash flow from time to time. If at any time such cash flow is insufficient to fund the required Working Capital amount, Owner shall, upon written request by Manager, promptly deposit the deficiency amount in the Agency Account. SECTION 8.4 - WITHDRAWALS FROM BANK ACCOUNTS: Checks or other documents of withdrawal for the Agency Account shall be signed by one (1) or more authorized representatives of the Manager. SECTION 8.5 — DISTRIBUTION OF FUNDS TO OWNER: As directed by Owner, and only to the extent that there are sufficient funds in the Agency Account to cover all other expenses and obligations described in this Agreement, including without limitation all Operating Expenses, Working Capital, Capital Expenditures, Management Fees, Incentive Fees and Termination Fees, Manager shall from time to time distribute excess funds to Owner. ARTICLE NINE BOOKS AND RECORDS Manager shall keep full and adequate books of account and other records reflecting the results of operation of the Facility on an accrual basis, all in accordance with the Uniform Account System. The books of account and all other records relating to or reflecting the operation of the Facility shall be available to Owner and its representative's at all reasonable times for examination, audit, inspection, and transcription. Manager shall provide to Owner an unaudited operating statement reflecting revenues and expenses for each month during which Manager manages the Facility, and an unaudited balance sheet. Such statements shall be provided no 5