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<br /> inspection of all systems, elevators, equipment, fire control panel and other safety equipment,
<br /> staffing and personnel needs, and other services which are necessary or appropriate) and all
<br /> other contracts and agreements in connection with the management, promotion and
<br /> operation of the Facility, provided that if any such license, agreement, commitment, or
<br /> contract other than those involving the license, lease, or rental of the Facility in the ordinary
<br /> course has a term that extends beyond the remaining Term, such license, agreement,
<br /> commitment or contract shall be approved and executed by Owner (which approval shall not
<br /> be unreasonably withheld) provided however, that if Manager desires to propose additional
<br /> services by Manager, Manager shall present all such proposals to the Owner for its approval.
<br /> 9. To the extent Operating Revenues or funds supplied by Owner are made
<br /> available therefor, Manager shall maintain the Facility, provided that Owner shall be
<br /> responsible for undertaking all Capital Improvements and Capital Equipment purchases as
<br /> provided herein.
<br /> 10. To the extent Operating Revenues or funds supplied by the Owner are made
<br /> available therefor, rent, lease, or purchase all equipment and maintenance supplies
<br /> necessary or appropriate for the operating and maintenance of the Facility, provided that the
<br /> Owner shall be responsible for undertaking all Capital Improvements and Capital Equipment
<br /> purchases as provided herein and Regulatory Approvals related thereto.
<br /> 11. Establish and adjust membership fees and user fees consistent with the
<br /> Facility Policy Manual, prices, rates, and rate schedules for the aforesaid licenses,
<br /> agreements, and contracts and any other commitments relating to the Facility to be
<br /> negotiated by Manager in the course of its management, operation, and promotion of the
<br /> Facility. In determining such fees, prices, and rate schedules, Manager shall evaluate
<br /> comparable charges for similar goods and services at similar and competing facilities and
<br /> shall consult with the Owner about any adjustments to the fees, prices, and rate schedules at
<br /> the Facility to be made by Manager. Manager shall ensure membership and user fees for
<br /> Owner's employees remain discounted at similar rates and percentages as have been
<br /> historically maintained at the Facility. Such discounts shall be reflected and further described
<br /> in the Facility Policy Manual.
<br /> 12. To the extent that Operating Revenues or funds supplied by the Owner are
<br /> made available therefor, pay, when due, all Operating Expenses from accounts established
<br /> as provided herein.
<br /> 13. After consultation with the Owner, institute or defend, at reasonable expense
<br /> of the Owner, with counsel agreed to by both parties, such legal actions or proceedings as
<br /> Manager may deem necessary or appropriate in connection with the operation of the Facility,
<br /> including, without limitation, to collect charges, rents, or other revenues due or to cancel,
<br /> terminate, or sue for damages under, any license, use, advertisement, or concession
<br /> agreement for the breach thereof or default thereunder by any licensee, user, advertiser, or
<br /> concessionaire at the Facility. Owner must agree to any such legal actions or proceedings in
<br /> writing.
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