respective representatives. The provisions of this Agreement will have <br />priority over all conflicting provisions of the following exhibits. <br />Exhibit C Facility Rental Agreement <br />Exhibit D Fees and scheduled operating hours <br />Exhibit E Description of course improvements and renovations <br />1.2 . Definitions. With the exception of proper nouns, capitalized terms not <br />otherwise defined herein shall have.thefollowing meanings. <br />1.2.1 "Agreement" means this document, entitled Contract for the <br />Operation of Laurelwood Golf Course and ending with the signatures <br />of all parties. <br />1.2.2 "Contract" means the written statement of the parties' mutual and <br />respective agreements, promises, undertaking and rights as set forth <br />in this Agreement and all incorporated exhibits. <br />1.2.3 "Services" means all of the products, properties and services to be <br />provided by Contractor under this Contract, as described in Exhibit C. <br />1.3 Contractor's Representations and Warranties. Contractor makes the <br />following representations and warranties to City: <br />1.3.1 Contractor and Contractor's personnel are and will at all times <br />hereunder be fully qualified by all necessary education, training, <br />experience, licensure and certification to perform the Services. <br />1.3.2 As of the date of execution hereof, there are no claims or suits or <br />proceedings, or threats thereof, seeking to enjoin the execution of the <br />Contract by Contractor or the effect of which could prevent Contractor <br />from performing or having the authority to perform the Services. <br />1.3.3 Neither the execution of the Contract nor the performance of the <br />Services will constitute a breach or violation of any other contract, <br />agreement, or law by which Contractor is bound or to which Contractor <br />or any of its personnel who will perform the Services are subject. <br />1.3.4 Contractor acknowledges the high degree of importance City places <br />on the behavior, appearance and service performed by Contractor <br />and Its personnel in the Facility. Contractor's personnel shall at all <br />times be neat, clean, and courteous. Contractor shall not permit its <br />employees or agents to conduct themselves in a loud, noisy, <br />boisterous, offensive or objectionable manner. Upon objection from <br />City concerning conduct, demeanor or appearance of any of <br />Contractor's employees or agents, Contractor shall forthwith take all <br />steps necessary to remove the cause of the objection. Upon the <br />employees or agents failure to immediately and property correct his or <br />her conduct, Contractor shall promptly cause his or her job <br />assignment at the Facility to be terminated. <br />