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Docusign Envelope ID : 177AA06A-30B442FF-A85A-78B5A7C51DBE
<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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