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<br /> 2. POSSESSION OF THE FACILITY: City grants to Premier Golf Centers, LLC the
<br /> right to manage and operate the Facility as provided herein for the Term.
<br /> 3. INSPECTION: The City or its agents may inspect and/or repair the Facility at all
<br /> reasonable times, but this right will impose no obligation upon the City to make
<br /> inspections or repairs except as provided for elsewhere herein.
<br /> 4. SERVICES PROVIDED BY Premier Golf Centers, LLC: Subject to the terms of this
<br /> Agreement, Premier Golf Centers, LLC as an independent contractor, shall have the sole
<br /> and exclusive right to manage the Facility, subject to the consultation rights of City
<br /> provided for in the Agreement. Premier Golf Centers, LLC shall manage, operate and
<br /> maintain the Facility on behalf of the City in a generally accepted business-like manner
<br /> consistent with both parties' objective of operating a high-quality golf facility that is
<br /> available to the golfing public and as set forth in the attached scope of work in response
<br /> to the City's RFP. These services shall include the management, operation, and custodial
<br /> maintenance of the Facility. Premier Golf Centers, LLC agrees to operate the golf course
<br /> facility in accordance with the City's Internal Control Manual, which is on file with the
<br /> City's Clerk Office and Parks Departments. The City retains the right, subject to Premier
<br /> Golf Centers, LLC's review, to modify the Internal Control Manual as necessary to adjust
<br /> for changes in administrative policy or operating conditions.
<br /> 5. INSURANCE: Premier Golf Centers, LLC shall, via its obligation to maintain insurance
<br /> coverage as set forth herein, fully protect the City from any and all claims and risks in
<br /> connection with its activity upon or use or occupation of the Facility, as well as any and
<br /> all claims and risks in connection with any activity performed by Premier Golf Centers,
<br /> LLC by virtue of the rights granted pursuant to this Agreement. No cancellation
<br /> provision of any insurance policy shall be construed in derogation of the continuous duty
<br /> of Premier Golf Centers, LLC to furnish the required insurance during the term of this
<br /> Agreement. In case of the breach of any provision of this Section, the City may, at its
<br /> option, provide and maintain at the expense of Premier Golf Centers, LLC, such types of
<br /> insurance in the name of Premier Golf Centers, LLC as the City may deem proper, and
<br /> may deduct the cost of providing and maintaining such insurance from any sums which
<br /> may be found or become due to Premier Golf Centers, LLC under this Agreement, or
<br /> may demand Premier Golf Centers, LLC to promptly reimburse the City for such cost.
<br /> Notwithstanding any provision in this Agreement, the failure of Premier Golf Centers,
<br /> LLC to comply with the above provisions of this Section shall subject this Agreement to
<br /> immediate termination without notice to any party in order to protect the public interest.
<br /> Premier Golf Centers, LLC shall comply with the following conditions and procure and
<br /> keep in force during the term of this Agreement, as a reimbursable Direct Cost, the
<br /> following policies of insurance with companies authorized to do business in the State of
<br /> Washington, which are rated at least "A" or better and with a numerical rating of no less
<br /> than 7, by A.M. Best Company and which are acceptable to the City. Upon written
<br /> request by the City, the insurer or his/her agent will furnish, prior to or during any work
<br /> being performed under this Agreement, a copy of any policy cited below, certified to be a
<br /> true and complete copy of the original. Each of the policies below shall contain a
<br /> provision that the policy shall not be canceled or materially changed without 30 days
<br /> prior written notice to the City of Everett. To the extent that any of the required insurance
<br /> is provided on a claims-made basis, Premier Golf Centers, LLC shall purchase a "tail" to
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