Homeowners Association Draft

HOMEOWNERS ASSOCIATION DRAFT

This Homeowners Association Agreement ("Agreement") is made and entered into as of Date: by and between Association Name: with principal address at ("Association"), and Contractor Name: with principal address at ("Contractor").

RECITALS

WHEREAS, the Association is charged with the operation, maintenance, and enforcement of rules for the residential community known as the Development and requires certain services and improvements to be performed for the benefit of its members; and

WHEREAS, the Contractor represents that it has the experience, personnel, equipment, and capability to perform the services described in this Agreement in a professional and workmanlike manner; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

SCOPE OF WORK

The Contractor shall provide the services, labor, materials, supervision, permits and other items necessary to perform the work described below in accordance with the terms of this Agreement.

PAYMENT TERMS

Compensation for the Scope of Work shall be as follows. All fees are exclusive of applicable taxes unless otherwise stated.

Late payments shall bear interest at the lesser of (a) or (b) the maximum rate permitted by law. In addition, the Association may recover collection costs, including reasonable attorneys' fees, incurred in collecting past due amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least prior to the effective termination date. Termination for cause may be effected upon material breach that remains uncured for a period of following written notice specifying the breach.

ASSESSMENTS, DUES AND BILLING

The parties acknowledge that the Association may levy assessments or dues to its members to fund services provided under this Agreement. The Contractor's compensation shall be payable from Association funds as set forth in the Payment Terms. Any special assessments required to fund extraordinary work shall be approved in accordance with the Association's governing documents and applicable law.

MAINTENANCE, COMMON AREAS AND ARCHITECTURAL REVIEW

The Contractor shall perform maintenance described in the Scope of Work for common areas and elements controlled by the Association. The Contractor's duties do not modify or supersede any architectural review or approval processes established in the Association's governing documents.

INSURANCE, INDEMNITY AND RISK ALLOCATION

The Contractor shall maintain insurance coverage customary for the services performed, including commercial general liability and workers' compensation in amounts reasonably acceptable to the Association. The Contractor shall indemnify, defend and hold harmless the Association, its officers, directors and members from and against claims arising out of Contractor's negligence or willful misconduct, except to the extent caused by the Association's own negligence.

CONFIDENTIALITY

Each party shall treat as confidential all non-public information provided by the other party in connection with this Agreement and shall not disclose such information to third parties except (a) with prior written consent, (b) to its officers, employees, attorneys or accountants who have a need to know, or (c) as required by law. Confidential information shall not include information that is lawfully known to the receiving party prior to disclosure, becomes generally available to the public through no wrongful act of the receiving party, or is rightfully received from a third party without breach of any obligation of confidentiality.

DISPUTE RESOLUTION

The parties shall attempt in good faith to resolve any dispute arising under or relating to this Agreement by negotiation between senior representatives. If the dispute is not resolved within thirty (30) days, the parties agree to submit the dispute to non-binding mediation before pursuing litigation. Either party may seek injunctive relief where necessary to protect rights pending the outcome of mediation or other dispute processes.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits, attachments and the Scope of Work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below or to such other address as a party may designate by written notice.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation. Neither party may assign this Agreement without the prior written consent of the other except that the Association may assign to a successor association.

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