Professional Management Agreement
Article I Preliminary Recitals
A. This Professional Management Agreement (hereinafter referred to as “Agreement”) is entered into as of the last date set forth below and made effective pursuant to Section 11 herein below by and Village Racquet Club Association , a nonprofit mutual benefit corporation (“Association”) and Prime Association Services, Inc. (“Agent”) with a principal location of 27290 Madison Ave, Suite 300, Temecula, CA 92590. Association and Agent may be referred to individually as a “Party” and collectively as “the Parties.”
B.
DEFINITIONS
1. "Association" shall mean Village Racquet Club Association, a California nonprofit mutual benefit corporation comprised of one hundred and forty (140) mixed use units/lots.
2. "Base Fee" shall mean the monthly fee as identified in Section 8 herein and covers Agent's basic contractual Services as defined in Article II herein, and usual and customary office expenses, exclusive of all extraordinary services which may occur by Board direction as identified in Section 9 and Exhibit A of this Agreement.
3. "Board" or "Board of Directors" shall mean the Board of Directors of the Association, elected or appointed as applicable pursuant to the Governing Documents.
4 . “CC&Rs” shall mean the Declaration of Covenants, Conditions and Restrictions and Reserva tion of Easements of the Association and any amendments thereto.
5. "Common Area" shall mean all the real property and improvements . These areas are more fully defined by the CC&Rs for the Association.
6. "Governing Documents" shall mean the CC&Rs and other documents, including but not limited to the By-Laws and operating rules of the association, which govern the operation of the Association.
7. "Assessments". As used in this Agreement, the term "Assessments" shall mean those rates established and approved by the Board of Directors, which the Association ’s members are bound to pay as their share of the common expenses, as more fully described in the CC&Rs.
8 . “Property” shall mean the common interest development governed by the Association and located in Palm Springs, CA.
C.
MISCELLANEOUS
In consideration of the mutual covenants herein, the Association as described in Section A and B above enters into this Agreement with the Agent to manage the Property for the compensation provided in Section 8 herein and for the term as set forth in Section 11 herein. These Recitals, the entirety of this Agreement and Exhibit “A” attached hereto s hall all be deemed a part of the Agreement and are fully incorporated herein by this reference. This written Agreement supersedes any and all prior representations, understandings and communications, and may be modified only by written agreement of the Parties. Any oral agreements or modifications are expressly invalid. This written Agreement is to remain confidential between the Association and Agent except as required by contract and law. This Agreement will be construed in accordance with, and governed by, the laws of the State of California. If any term, provision, covenant or condition of this Agreement, including the Scope of Services set forth in Article II below, should be found by a Court of competent jurisdiction to be invalid, all other provisions shall continue in full force and effect, and shall in no way be affected, impaired or invalidated.
Professional Management Agreement Village Racquet Club Association and Prime Association Services, Inc. Page 1 of 14
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