THE INSPECTORS OF ELECTION (TIE) & OUTDOOR RESORT PALM SPRINGS
CONTRACTUAL AGREEMENT FOR SERVICES - ELECTION OF DIRECTORS This Contractual Agreement is made between Outdoor Resort Palm Springs “Association” and The Inspectors of Election “TIE.” The effective date of this agreement is as indicated below the “Association’s” acceptance signature. WHEREAS the “Association” wishes to obtain the services of the “TIE” as the “Association’s” Independent Inspectors of Election in connection with the “Association’s” election requirements, in accordance with the provisions of the Civil Codes and Governing Documents, the “Association” agrees to the terms as set forth hereafter for the Annual Meeting set to take place on Monday, March 15, 2021 for the Election of Directors voting event. 1. TERMOF AGREEMENT: The “Association” hereby hires “TIE” and “TIE” accepts such contract work for the term commencing from the acceptance date of the “Association”, unless sooner terminated as hereinafter provided; or extended by mutual agreement in writing; for services for the election and meeting date as specified in EXHIBIT A - Contract Services, EXHIBIT B - Direct Cost Fees and EXHIBIT C - Optional Services as attached hereto and made a part hereof. 2. NOTICES: All notices and other communications provided for or permitted hereunder shall be in writing and shall be made by hand delivery, first-class mail, e-mail, telex, or telecopy, addressed as follows:
For "Association" Edwin Vitrano, General Manager Outdoor Resort Palm Springs 69-411 Ramon Road Cathedral City, CA 92234 Email: evitrano@orps.com
For “TIE” Marc Poland or Kurtis Peterson, CMCA® The Inspectors of Election, LLC 2794 Loker Avenue West, Suite 104 Carlsbad, CA 92010 Tel. 888-211-5332 E-mail: info@theinspectorsofelection.com
All such notices and communications shall be deemed to have been duly given, when hand delivered personally; or within three (3) business days after deposited postage-prepaid in the USPS system; or when answered back in- kind, if transmitted by email or fax. 3. DISPUTE RESOLUTION: In the event that a dispute arises with respect to this Agreement, the parties hereby agree to the use of mediation as the first step in resolving the dispute and arbitration if mediation does not resolve the matter. In the event that mediation fails to resolve the dispute and arbitration ensues, the prevailing party shall be entitled to recover all expenses, including, without limitation, reasonable attorneys' fees, and expenses. 4. COMPLETE AGREEMENT OF THE PARTIES: This is the complete agreement of the parties and it supersedes any agreement that has been made prior to this Agreement. 5. ASSIGNMENT: This Agreement is of a personal nature and may not be assigned. 6. BINDING: This Agreement shall be binding on both of the parties hereto. 7. NUMBER AND GENDER: Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural. The masculine gender shall include the feminine and neuter genders, and the word "person" shall include a corporation, firm, partnership, or other form of association. 8. GOVERNING LAW AND VENUE: The parties hereby expressly acknowledge and agree that this Agreement is entered into in the State of CALIFORNIA and, to the extent permitted by law, this Agreement shall be construed, and enforced in accordance with the laws of the State of CALIFORNIA, with the venue to be San Diego County. 9. SEVERABILITY: If any provision(s) of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 10. SERVICES OF “TIE” : “TIE” agrees to provide to the “Association,” the advice and services contained in EXHIBIT A – Contract Services.
Page 1 of 7 3403 - The Inspectors of Election Agreement for Outdoor Resort Palm Springs Meeting Date: 3/15/2021
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