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8 <br /> E. Reserved Right of Termination. The City reserves the right to terminate this <br /> Agreement at any time by sending written notice of termination to Premier Golf <br /> Centers, LLC ("Notice"). The Notice shall specify a termination date at least 30 <br /> days after the date the Notice is issued. The Notice shall be effective upon the <br /> earlier of either actual receipt by Premier Golf Centers, LLC (whether by fax, <br /> mail, delivery or other method reasonably calculated to be received by Premier <br /> Golf Centers, LLC in a reasonably prompt manner) or three calendar days after <br /> issuance of the Notice. Upon the Notice Date Premier Golf Centers, LLC shall <br /> immediately commence to end the Work in a reasonable and orderly manner. <br /> Unless terminated for Premier Golf Centers, LLC's material breach Premier Golf <br /> Centers, LLC shall be paid or reimbursed for: (a) all hours worked and Eligible <br /> Expenses incurred up to the Notice Date, less all payments previously made; and <br /> (b) those hours worked and Eligible Expenses incurred after the Notice Date, but <br /> prior to the Termination Date, that were reasonably necessary to terminate the <br /> Work in an orderly manner. The Notice shall be sent by the United States Mail to <br /> Premier Golf Centers, LLC's address provided herein, postage prepaid, certified <br /> or registered mail, return receipt requested, or by delivery. In addition the Notice <br /> may also be sent by any other method reasonably believed to provide Premier <br /> Golf Centers, LLC actual notice in a timely manner, such as fax. The City does <br /> not by this section waive, release, or forego any legal remedy for any violation, <br /> breach, or non-performance of any of the provisions in this Agreement. At its <br /> sole option, City may deduct from the final payment due Premier Golf Centers, <br /> LLC (a) any damages, expenses or costs arising out of any such violations, <br /> breaches, or non-performance and (b) any other backcharges or credits. The City <br /> shall not pay Premier Golf Centers, LLC for any expenses incurred or work done <br /> following the effective date of termination unless authorized in writing by the <br /> City before the expenses are incurred or the work is done. <br /> F. Event of Default. Either party may terminate this Agreement upon the occurrence <br /> of an Event of Default by the other party in accordance with the provisions of <br /> Section 8. <br /> G. No Waiver. By terminating this Agreement in accordance with this Section 8 and <br /> Section 9, neither party shall be deemed to have waived any action it might have, <br /> in law or equity,by reason of a breach of or default under this Agreement. <br /> H. Premier Golf Centers, LLC agrees to assume full responsibility for payment and <br /> other obligations entered into by Premier Golf Centers, LLC without written <br /> approval by the City of Everett with third parties while performing work or <br /> services in connection with the terms of this Agreement; and further, Premier Golf <br /> Centers, LLC agrees to hold the City harmless, defend and indemnify the City <br /> from all claims and all other assessments including third party vendors and <br /> suppliers as a result thereof. <br /> Premier Golf Centers, LLC shall leave the Facility in the same or better condition <br /> as received, normal wear and tear accepted. The parties shall jointly conduct a <br /> final inspection and, if after notice from the City of any deficiencies and failure to <br /> timely correct, the City may at the expense of the Premier Golf Centers, LLC, <br /> J <br /> correct any deficiencies. <br /> 7 <br />