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limited to special legal consultation, construction and design consultation, and construction supervision related to Major Capital Improvements ("Special Services"). Upon Owner's written request for the performance of a Special Services project, Manager shall prepare a scope of work and budget and submit to Owner for review and approval. Manager acknowledges that the Owner's Purchasing Guidelines must be adhered to, which may include a requirement for a Request for Proposal and/or multiple bids be procured for the proposed service. Manager shall not commence any Special Services project without Owner's prior approval. 3.5 Responsibilities of Manager. Without in any way limiting Manager's right and obligation to manage and operate the Facility in accordance with and subject to the Annual Plan, Manager shall, in its own name or in the name of Owner, perform the following services, or cause the same to be performed for the Facility: (a) Manage all activities of the Facility that are included in the Annual Plan as approved by Owner. Manager will operate the Facility to high quality standards that meet or exceed industry practices for similar facilities in the San Francisco -Oakland -San Jose Bay Area in accordance with Exhibit "E", as provided for in the approved Annual Plan, and subject to and consistent with other provisions of this Agreement as contained herein. All references to "Operator" in Exhibit "E" shall be deemed to be references to "Manager." In the event of any conflict between the terms and provisions of Exhibit "E" and this Agreement, the terms of this Agreement shall control. For clarity and the avoidance of doubt, the parties hereby acknowledge and agree that while the Manager is responsible for supplying the labor and expertise for the performance of Manager's obligations under Exhibit "E," all such obligations including the provision of necessary labor are an Expense of the Facility, and Manager's ability to perform these obligations is subject to and dependent upon necessary funding from Owner, in accordance with the approved Annual Plan. (b) enter into contracts for the furnishing of utilities, maintenance, and other services to the Facility, in Owner's name; (c) use commercially reasonable efforts to comply and perform the scope of services set forth in the "Requirements of Service, Operational and Maintenance Guidelines" for the Facility attached hereto and incorporated herein by reference as Exhibit "E". These include the specific tasks and service obligations that the Owner deems appropriate and necessary for the efficient maintenance and operation of the Facility as set forth in the approved Annual Plan; (d) incur such expenses on behalf of Owner as shall be necessary for the operation and maintenance of the Facility to the standards set by this Agreement and the Annual Plans, including without limitation incurring lease expenses for Furnishings and Equipment, costs for Operating Inventory, and prorated expenses for insurance premiums in accordance with insurance coverage required hereunder; Management Agreement Between June 1, 2020 City of San Leandro and American Golf Corporation Page 8 of 28