year. This termination provision may be invoked with or without cause. Following such notice of termination, both parties agree that this Agreement shall remain in full force and effect for the entire sixty (60) days thereafter or longer if termination is not made on last day of the month. Monthly contractual price is not prorated; therefore, any termination not ending on the last day of the month will be charged the monthly contractual fee for the entire month in which termination is effective. 5.2 Dispute Resolution. This paragraph concerns the resolution of any claim, cause of action, action, dispute or controversy between the Association and Agent (Collectively, “Claim”), including but not limited to any Claim alleged in or subject to a lawsuit between the Association and Agent, which arises out of or is related to: (a) this Agreement; (b) any document, instrument, agreement or procedure related to or delivered in connection with this Agreement, whether previously, concurrently or hereafter (collectively, together with any renewals, extensions, modifications, substitutions or replacements, the “Subject Documents”); (c) any negotiations, correspondence or communications relating to any of the Subject Documents, whether or not incorporated into the Subject Documents; (d) the administration or management of the Subject Documents; (e) any alleged agreements, promises, representations or transactions in connection with the Subject Documents; (f) any violation of the Subject Documents; or (g) any claims for damages resulting from any business conducted between the Association and Agent, and related to the Subject Documents, including claims for injury to persons, property or business interests, or breach of legal duty. At the request of the Association or Agent, any such Claim will be settled by judicial reference conducted pursuant to this Agreement in accordance with the laws of the state of California. C.C.P. Section 1283.05 shall apply to permit discovery in such proceedings. The Association and Agent shall select a single neutral referee, who shall be a retired state or federal court judge with at least five years of judicial experience in civil matters. In the event that the Association and Agent cannot agree upon a referee, the referee shall be appointed by the court. The referee shall determine all issues relating to the applicability, interpretation, legality and enforceability of this Agreement. In the event that multiple claims are asserted, some of which are found not subject to the dispute resolution paragraph, the Association and Agent agree to stay the proceedings of the claims not subject to this paragraph until all other claims are resolved in accordance with this paragraph.
In the event that punitive damages are permitted under applicable California law, the amount thereof shall not exceed a sum equal to three times the amount of actual damages as determined by the referee.
The fees and expenses of the judicial reference shall be borne equally by the Association and Agent, unless the referee otherwise provides in the statement of decision.
The dispute resolution paragraph does not limit the right of the Association or Agent to: (a) exercise self-help remedies such as setoff; or (b) obtain or oppose provisional or ancillary remedies from a court of competent jurisdiction before, during or after the pendency of the judicial reference. The pursuit of, or opposition to, any such remedy does not waive the right of the Association or Agent to judicial reference pursuant to this Agreement. 5.3 Attorney Fees and Costs. 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. 5.4 Condemnation. Notwithstanding the termination provisions of Section 5 hereinabove, upon a taking of the entire or a substantial portion of the Property through lawful condemnation proceedings by any governmental party, either Party may terminate this Agreement by serving thirty (30) days prior written notice by certified mail to the other Party.
6. RECORDS RETENTION
6.1 Association Records. The Association's current records shall be kept at the Agent's office. Such records shall be available for inspection and copying during Agent's normal business hours in accordance with California state laws and Association document provisions . Agent’s norma l business office hours shall be Monday through Friday, except federal
Professional Management Agreement Village Racquet Club Association and Prime Association Services, Inc. Page 6 of 14
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