8.3 Reimbursable Administrative Operating Expenses. The Association shall be responsible to reimburse Agent for all postage, copies, meeting expenses and other usual office expenses incurred by Agent on Association's behalf and for other reasonable expenses incurred on behalf of the Association including, but not limited to, those expenses listed in Exhibit A attached hereto as utilized in special projects (special mailings, newsletters, etc.), as may be amended from time to time, and included herein. Said costs will be reimbursed on a monthly basis as incurred, invoiced and billed. 8.3 Deduction of Agent's Compensation. Association will be obligated to pay, and Agent shall receive as compensation for its Services under this Agreement the Base Fee provided for in this section at the times herein set forth. Agent is entitled to deduct such Base Fee when due from the funds then in its possession Agent's compensation includes (without limitation) normal and usual administration expenses of Agent related to actions of the Board of Directors including costs of travel, as authorized by the Board of Directors.
9. SPECIAL OR EXTRAORDINARY SERVICES
9.1 Association shall pay Agent compensation as follows:
Principal and Executives One Hundred Seventy Five and 00/100 Dollars ($175.00) per hour, Community Manager Ninety Five and 00/100 Dollars ($95.00) per hour Accounting Staff Seventy Five and 00/100 Dollar ($75.00), Clerical Personnel/Support Staff Fifty and 00/100 Dollars ($50.00) per hour, or any specific rate as set forth below or agreed to in writing between the Parties, for services performed on behalf of Association outside the Services set forth in this Agreement. 9.2 Association may from time to time request special or extraordinary services. Agent may be required to perform additional services beyond the scope of these Services, for which the above fees, or the current rates that are then applicable, will be charged for the work performed. Examples of such services include, but are not limited to, the following:
a. Codes, Laws, and Regulations. Assistance in adhering to requirements of laws and regulations which may be passed during the term of the Agreement that require Agent ’s extraordinary participation.
b. Ancillary Charges. Agent will be paid per hour, portal to portal, for work performed by Agent on behalf of Association, including but not limited to, appearance at court, at hearings, depositions, claims negotiations and processing of insurance losses or reconstruction, performing committee functions, such as monitoring, reporting and updating of any architectural progress and violations within the Common Areas, development status reports, bank loans, investments, construction defect matters, financial reconstruction, unique matters arising from the Association's acts prior to the original commencement date of this Agreement.
10. ASSOCIATION SET-UP FEE
10.1 Agent shall be paid a one-time, non-refundable fee of one thousand twelve hundred ($1,200) (the “Setup Fee”) at the commencement of this Agreement to offset the costs of setting up the Association's records. The Setup Fee shall not include any bank charges or independent accountant's fee which may also be incurred; provided that any independent accountant necessary during setup may not be engaged without the prior written approval of the Board.
11. TERM OF CONTRACT
This Agreement shall commence upon or upon the month following the first close of escrow in a new development (the “Commencement Date”) and shall continue in full force and effect for twelve months, and thereafter from year to year subject to either Party’s right to terminate as set forth in Section 5 herein above. This Agreement shall automatically renew for a like term at each anniversary of the Commencement Date, subject to the termination provisions contained in Section 5 of this Agreement.
Professional Management Agreement Village Racquet Club Association and Prime Association Services, Inc. Page 9 of 14
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