Page 33 - Ocean Bay Club Management Proposal

IV. MANAGER’S COMPENSATION:

A. The Association agrees to pay Manager Compensation on a monthly basis a Fee of
____________________________________ (________), for services identified in Article III, Sections A, B and C
including Accounting/Financial Services, Administrative Services and Property Supervision Services. The Manager
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Fee is due and payable on or before the tenth (10 ) day of each month and shall be invoiced to Association funds. In
addition, Association agrees to pay reasonable costs and expenses incurred by Manager in the performance of its
duties as otherwise specified in this Agreement, including Management Internal Operations Billing Rates itemized
in Exhibit A. Any other charges not herein specified will be paid upon mutual written agreement of the Parties.

B. FOR SET-UP/ORIGINATION- a fee of ___________ to be paid at time of execution of the Agreement.

V. UNITS/DWELLINGS: This Agreement does not contemplate nor is the Manager responsible or required to
perform the maintenance and repair of any individual Unit when Association Documents assign that responsibility to
a Member or Unit Owner. However, Manager may, in its absolute discretion, perform maintenance and repair services
for a Unit Owner as may be required or requested and charge Unit Owner a reasonable charge therefore.

VI. INSURANCE & INDEMNITY: The Association shall carry public General Liability insurance, including
property damage and personal injury, in the amount of not less than One Million ($1,000,000) Dollars per
occurrence and Two Million ($2,000,000) Dollars in the aggregate. Association shall also carry Directors and Officers
insurance with limits of no less than One Million ($1,000,000) Dollars per occurrence and Two Million ($2,000,000)
Dollars in the aggregate. Association agrees that it will not make any claim against or seek to recover from Manager
for any loss or damage to the Property or Association coverable by such insurance. Association agrees that at all
times during the continuance of this Agreement all property damage and personal injury insurance carried by
Association on the Property shall, without cost to Manager, extend to insure and indemnify Manager, as well as
Association, by endorsement of such insurance coverage to specifically name Manager as an additional insured as
its interest may appear. Such coverage shall be deemed to be primary coverage and non-contributory.

The Association shall indemnify, defend, and hold harmless Manager, its agents and employees from and against all
claims, damages, losses and expenses, including but not limited to, attorney’s fees arising out of or resulting from the
performance arising out of or related to Manager’s management of the Association or property when not a result of
gross negligence or intentional misconduct sufficient for an award of punitive damages by Manager, its agents or
employees. If any such suit or claim is made, unless Manager is judged of gross negligence or intentional misconduct,
then the Association shall pay all expenses incurred by Manager as a result of such suit or claim including, but not
limited to, all attorney’s fees, litigation expenses, court costs, settlements, fines, judgements and other expenses not
included in this list. The Indemnification provisions shall survive the termination of this Agreement.

VII. DEFAULT:

A. By the ASSOCIATION: If the Association or its Members interferes with the Manager in the performance
of its duties and the exercise of its powers hereunder, or fails to perform any of the duties under the terms of this
Agreement, or fails to pay the Manager compensation or fees as specified under this Agreement and Exhibit for a
continuous period of thirty (30) days after written notice from the Manager, Manager may bring an action against
the Association for damages and/or specific performance and/or such other rights and remedies as it may have. All
such rights of the Manager upon default are in addition to any other remedy specified in this Agreement or in law or
in equity and shall be cumulative. The exercise of one or more remedies shall not be deemed to exclude or constitute
a waiver of any other additional remedy. In the event the Association breaches this Agreement, the Manager shall be
entitled to be reimbursed for reasonable attorney's fees and costs incurred by it in enforcing its rights under this
Agreement.

5 Association _____ Manager _____