Financial- Melvin Mark (Files 1-2)

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~ ~ Manager hereby accepts such engagement and agrees to perform all supervisory, management, and operational services and functions, including, without being limited to, those specifically set forth herein, reasonably necessary or incidental to the construction of the Project. Commissioning of the Project is not included in Manager's Services and will be bid as a separate contract for services. Manager shall use its best efforts and devote such time as is necessary to perform properl_y the duties of Manager described in this Agreement. Manager is acting hereunder as an independent contractor, and this Agreement shall not be deemed to create any employer-employee relationship, either express or implied, between Owner and Manager or any fiduciary relationship, except as expressly provided in this Agreement. 1.2 Term This term of this Agreement (the "Term") shall commence on June 1, 1998, and shall continue in effectuntil March 31, 2000, unless sooner terminated as provided in Section 13 (the "Tenn"). 13 Termination 13.1 This Agreement may be terminated by Owner in the event of a material default by Manager in its obligations under this Agreement, including those prov'ided in the Addendum to Contract, FT'A Contract Requirements, attached hereto and incorporated herein as Eachibit A to the extent required by law to be applied Manager (the "FTA Requirements"), and the failure of Manager to cure the default within 20 days of written notice from Owner identifying the claimed default, or if the default cannot b~ cured in 20 days, then commencing to cure the default within 20 days of such notice and therea.fter pmmptly curing the default. 1.3.2 Owner may terminate this Agreement immediately, without any notice or opportunity to cure, in any of the following events: Manager (a) files any form of voluntary bankruptcy petition, (b) is the subject of any involuntary bankruptcy petition, (c) makes a general assignment for the benefit of creditors, or (d) in any way takes advantage of any law relating to the protection of Manager as an insolvent entity. 1.3.3 This Agreement shall terminate automatically on the Completion Date (as defined in pazagraph 2.3). 1.3.4 Either Owner or Manager may terminate this Agreement for any reason on 60 days prior written notice given to the other pariy of the termination date (the "Termination Date"), in which event Owner shall continue to make payments under this Agreement through the Termination Date and Manager shall assist Owner through the Termination Date with winding down the Project or transitianal services. 2. Defuutions The terms defined in this Section shall, for all purposes of this Agreement, have t~'~e meanings herein specified, unless the context otherwise requires: 2 oias~vo.o~