If any legal proceeding is necessary to enforce or interpret the provisions of this Agreement, the prevailing Party shall be entitled to its reasonable attorney's fees and legal costs, in addition to any other relief to which such Party may be entitled. The Parties agree that this Agreement shall be effective as of the date set forth in Section 11. Because the Association is incorporated, it is understood and so assured by the signer that the person signing on behalf of Association is a duly elected officer thereof and has corporate authority to execute this Agreement.
ARTICLE II
Scope of Services
APPOINTMENT AND ACCEPTANCE
The Association hereby exclusively engages the Agent and appoints the Agent to manage the Association under the sole direction of the Board of Directors upon the terms and conditions hereinafter set forth. The relationship between the Association and Agent is one of Principal and Agent.
The Agent will deliver services reasonably necessary to provide Association with management services (the “Services”) on behalf of the Association's Board of Directors, and strictly within the scope of this Agreement.
1. AGENT'S SERVICES AND RESPONSIBILITIES
1.1 Agency. The Association hereby appoints the Agent and the Agent hereby accepts appointment, on the terms and conditions hereinafter provided, as the Agent for the Association.
1.2 Responsibilities. The Association retains the primary responsibility for enforcement of provisions of the Association's Governing Documents and contractual agreements and assumes liability for any and all acts and occurrences which relate to the actions of the Association and its actions concerning the real property covered by this contract. 1.3 Implementation. Agent will undertake reasonable efforts to implement the lawful decisions of the Board of Directors and in accordance with the Agreement, subject to the compensation schedule set forth herein. Agent will not be obligated to implement any decision which:
a) is contrary to the terms of this Agreement, applicable laws or Governing Documents,
b) would involve transactions or services outside the Agent's expertise, knowledge or licenses,
c) would involve transactions or services which are not set forth in this Agreement as a part of the Services.
1.4 Duties. It will be the responsibility of Agent, during the term of this Agreement, to perform the Services as set forth in this Agreement, consistent with the plans and directives of the Association's Board of Directors, and to perform such other Services as are reasonably necessary to discharge Agent's responsibilities under this Agreement.
2. FINANCIAL MANAGEMENT
2.1 Assessments. The Agent will provide for the collection and deposit of all of Association’s Assessments, and establish, a t Agent’s sole discretion, a separate checking account or accounts, with any federally insured institution(s), as is customary with other associations managed by Agent for the deposit and protection of Association’s operating funds. 2.2 Association Operating Funds. Agent will establish and maintain Association funds, in a bank of Agent's choice whose deposits are federally insured and in a manner to indicate the custodial nature thereof, a separate bank account as Agent of Association for the deposit of monies of Association, with authority to draw thereon for any payments to be made by the Agent to discharge any liabilities or obligations incurred pursuant to this Agreement and for the payment
Professional Management Agreement Village Racquet Club Association and Prime Association Services, Inc. Page 2 of 14
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