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~; engagement and agrees to perform all supervisory, management, and oper.ational seri~ices and <br />functions, includin~, «-ithout bein~ limited to, those specificallv set forth lierein, reasonablr <br />necess ~ or incidental to tlie~~'~~i`} ~ `~ ~' ` ``` - <br />~ ~~~~~E of the Project. ~e-~c~~' shall use its best effons and <br />,~ a ~ . . <br />devote such time as is necessary to perform properly the duties of described in this <br />Agreement. `'~` Jis actina hereunder as an independent contractor, and this A~reement <br />shall not be deemed to create any employer-employee relationship, either express or implied, <br />between Owner and `~~~e~ or any fiduciary relationship, except as expressly provided in this <br />Agreement. ~'` ~' ^ ~~ 3 ~ r <br />1.2 Term <br />This Agreement shall be effective as of the date hereof, and shall continue in <br />effect until terminated as provided in Section 1.3 (the "Term"). <br />1.3 Termination <br />1.3.1 This Agreement may be terminated by Owner in the e~~ent of a <br />F.1~n,. a c c. r. . <br />material default bv~~e~ep~ in its obligations under this A~reement, including those provided <br />in the Addendum to Contract, FTA Contract Requirements, attached hereto and incorporated <br />~~'a Z`~"• r « <br />herein as E~ibit A to the extent required by law to be applied ~'e~~r (the FTA <br />~1+~cK.d 2 r <br />Requirements"), and the failure of to cure tlie default within 20 davs of ~i~ritten notice <br />~from Owner identifyina the claimed default, or if the default cannot be cured in 20 davs, then <br />commencing to cure the default within 20 days of such notice and thereafter promptl~~ curinQ the <br />default. <br />1.3.2 Owner may terminate this Agreement immediately, ~~~ithout an~~ <br />notice or opportunity to cure, in any of the following events: ~"~Gc r(a) files an~~ fornl of <br />voluntary bankruptcv petition, (b) is the subject of any involuntary bankruptc~~ petition, <br />(c) makes a general assi~nment for the benefit of creditors, or (d) in any wa~~ tal:es advantaae of <br />any law relating to the protection of,~3~'~~er as an insolvent entity. <br />M~,..~q~~ <br />1.3.3 This Agreement shall terminate automatically on the Completion <br />Date (as defined in paraaraph ?.3). <br />fJIA+~ 1,f f <br />1.3.4 Either Owner or ~o~ mav terminate this Agreement for <br />anv reason on 20 davs prior ~vritten notice given to the other party of the termination date <br />{the "Termination Date") in ~~~hich event O~rner shall pa~~ a termination fee to Be~~ !~+~~~~e~ <br />(the "Termination Fee"), based on services provided to the T'ermination Date determined <br />as follows: - <br />1.3.4.1 [f the Termination Date is rior to the co <br />the scliematic drawinas of the redesianed Pro'ect, t nation Fee shall be <br />25 % of the Basic Fee; less that o the Basic Fee alread~~ aid to Develc <br />~ as of the Ter ' ate• <br />~?~a;-~;; ~! ~~ <br />