Common use of Services of Manager Clause in Contracts

Services of Manager. Manager shall, within the limits of the budgets and ------------------- plans approved by Owner as provided in Paragraph 5 hereof, in the exercise of Manager's best judgment employing the customary standards of husbandry in the area, as are applicable to crops grown on the Land, undertake on behalf of Owner, full and complete management, supervision and control of the development and operation of the Land so as to achieve and maintain commercially reasonable economic production therefrom. Manager's specific duties shall include, without limitation, the obligation to: a. Devote such time and attention to the management and operation of the Land as Manager reasonably determines to be necessary and desirable for efficient planting, cultivating, growing and harvesting practices in accordance with the standards set forth above. b. Devote such time and attention as is necessary for the operation, repair and maintenance of the capital improvements located on the Land (the "Improvements"), including but not limited to the well pumps and motors, and irrigation systems and apparatus. c. Prepare and submit to Owner operating budget and development plans in accordance with the requirements of Paragraph 5 hereof. d. Carry out and supervise the execution of such budgets and plans and any supplemental budgets and plans approved by Owner. e. Hire employees and such labor as may be necessary or appropriate to carry out the purposes of this Agreement. The cost thereof, subject to Paragraph 6 of this Agreement, shall be reimbursed to Manager by Owner. In this regard, Manager agrees to use commercially reasonable efforts to have in its employ at all times a sufficient number of capable, competent and adequately trained employees to enable it to properly, adequately, safely and economically manage, operate and maintain the Land. All matters pertaining to the employment of such employees are and shall continue to be the sole concern and responsibility of the Manager, who is in all respects the employer of such employees and who agrees to comply with all applicable laws and regulations having to do with immigration and naturalization matters, workmen's compensation, social security, unemployment insurance, hours of labor, wages, OSHA rules and regulations, working conditions, citizenship status, and like subjects affecting employers as such. The cost thereof, subject to Paragraph 6 of this Agreement, shall be reimbursed to Manager by Owner. Under no circumstances shall any labor or employees hired by Manager be considered or deemed to be employees of Owner. This Agreement is not one of agency, except as herein provided, but one in which the Manager is engaged independently in the business of managing and operating the Land subject to the limits herein provided, and all employment arrangements are therefore solely its concern. f. Purchase and supply such materials and supplies for the account of Owner as may be reasonably necessary or appropriate to carry out the purpose of this Agreement, subject to the Approved Budget and Owner' direction. To the extent they are not reflected in the purchase price paid for any such materials and supplies, all discounts and rebates resulting from any such purchases shall be shown as a reduction in the actual costs of operation and management of the Land. The cost thereof, subject to Paragraph 6 of this Agreement, shall be reimbursed to Manager by Owner. g. Use commercially reasonable efforts to secure qualified persons, contractors, or firms to perform any of the work or services required of Manager, provided however, that all persons, contractors or firms so secured shall be employees of Manager or independent contractors to Manager and not the employees of Owner or independent contractors to Owner. The cost thereof, subject to Paragraph 6 of this Agreement shall be reimbursed to Manager by Owner. h. Except as the authority of Manager may be limited by this Agreement or by the written instructions of Owner which may be given from time to time, represent Owner as independent contract farm manager in all business transactions relating to the farming, operation and maintenance of the Land and administer the business of the Land. i. Pay directly to Owner, at the address set out in Paragraph 18, all monies accruing to Owner from the Land and the operations thereon or with respect thereto. j. Keep full and adequate books of account, tax records and other records relative to labor and payroll activities, in accordance with the requirements of Paragraph 3. k. Notwithstanding the provisions of Paragraph 5 of this Agreement, take such action as may be reasonably necessary in an emergency or in other circumstances that do not permit delay to remedy the same and to protect the assets of Owner from damage or loss, provided that in each instance of action taken pursuant to this subparagraph (k), prompt notice of such action taken shall be given to Owner with respect to such emergency or other circumstances, and the cost of such action shall not exceed $5,000. l. Obtain, at Owner's expense, such insurance as Owner may reasonably request, from time to time. m. Open a bank account (the "Farm Account") as to which the Owner will be the beneficial owner. Manager is authorized to receive funds on behalf of Owner and shall retain such amounts as are reasonably required to pay for all costs eligible for reimbursement pursuant to Paragraph 6 of this Agreement. Any excess amounts shall be promptly remitted to Owner. n. Review and, as appropriate, timely pay from the Farm Account vendor invoices and bills. o. Prepare from time to time such additional reports as Owner may reasonably request. p. Notwithstanding the above, Manager may sub-contract with ▇▇▇▇▇▇▇ Packing or any other related entity to perform the duties contained herein, provided, however, such sub-contracting shall not relieve Manager of its obligations under this Agreement.