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.' MANAGEMENT AGREEMENT This Management Agreement (this "Agreement") is made as ofthe _ day of December, 2005, by and between the City of Portsmouth, Virginia, a political subdivision of the Commonwealth of Virginia (the "Owner"), and Integrated Management Group, LLC ("Manager"), a Virginia limited liability company, Owner and Manager are together referred to as the "Parties". RECITALS WHEREAS, the Owner owns an outdoor amphitheater facility in the City of Portsmouth known as the Harbor Center Performing Arts Center (collectively, the "Facility"); WHEREAS, the Owner desires to engage Manager to manage and operate the Facility commencing on January 2, 2006, (the "Effective Date"), and Manager desires to accept such engagement, pursuant to the terms and conditions contained herein, WHEREAS, all references to "the Facility" in this Agreement shall be deemed to include, and Manager's duties hereunder shall cover (except as provided otherwise in this Agreement), the entire Facility complex, as depicted on Exhibit C attached hereto, NOW THEREFORE, for and in consideration of the foregoing, the mutual covenants and promises hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows: . ARTICLE 1 SCOPE OF SERVICES Section 1,1. Engagement. (a) Owner hereby engages Manager during the Term (as defined in Section 3.1) to act as the sole and exclusive manager, promoter and operator of the Facility, subject to and as more fully described in this Agreement, and, in connection therewith, to perform the services described in Exhibit A attached hereto. (b) Manager hereby accepts such engagement, and shall perform the services described herein, subject to the limitations expressly set forth in this Agreement. Section 1,2 Contingency. Manager shall not be considered to be in breach or default of this Agreement, and shall have no liability to the Owner or any other party, in the event Manager does not perform any of its obligations hereunder due to failure by the Owner to timely perform its duties hereunder. The Owner understands and acknowledges that the operation of a facility of the type and nature of the Facility is an inherently unpredictable and risky business and as such, Manager makes no specific representation or guaranty as to the success or performance of any event or the performance of .