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• <br />C <br />(iii) The Authority is willing to make capital contributions <br />as specified herein on the basis that Houston as <br />managing owner agrees to use its best efforts to assure <br />proper construction, operation and maintenance of the <br />Project and its structures, equipment and facilities and <br />proper conduct of all employees, agents or contractors, <br />to pay debts when due and conform to any federal, state <br />or local regulations. <br />(iv) The parties agree that the Authority shall be privy to <br />any negotiations with other participants in the Project <br />and all contracts with any such participant will be <br />submitted to the Authority for review prior to <br />execution. The Authority will receive notice and right <br />to attend all meetings between all partic~3pants during <br />the term of the contract. <br />(v) Relationship of Parties <br />The relationship of the parties is of a fiduciary <br />character. Houston is trustee with respect to the <br />_ Authority with respect to the operation of the Project <br />~''"~`~'~~ and care of all joint property specified herein. Each <br />party shall act in the highest good faith to~aarQ`~the• <br />other in conducting the operation of the Project as well <br />as their respective duties under this Contract. Each <br />- party is under obligation, on demand of the other, to <br />• render trne_ and , foil information anid ~ ~rformance of al i <br />- `matters affecting the Project and its operations under <br />the terms of this Contract. <br />(vi) Duties of Managing Owner <br />(a) Houston shall keep and maintain an accurate ..: <br />- Y_ -aooonnting system based on accepted accounting 5tan~rds <br />•- .~ that provides documentation of the costs of cvtistrnc~ing <br />- and operating the Project and separate the costs <br />incurred as the Authority"s allocated share. Such <br />records shall be maintained for a,minimum period of five <br />(5) years and as otherwise required by law. -Ail such <br />documents and records shall be available to the <br />Authority for inspection, copying or audit at reasonable <br />times, places and upon reasonable notice. <br />(b) Houston shall provide an adequate program to insure <br />that the Project is maintained in a state of repair in a <br />cost effective manner. <br />(e) Houston shall employ and supervise employees, <br />agents, consultants or contractors connected with the <br />Project in a cost effective manner by employing only <br />those as reasonably necessary for proper operation and <br />maintenance of the Project. <br />11 <br />