General Terms & Conditions

Last edited: 2/1/2024

1. Availability of Management Company.

Management Company will maintain reasonable office hours for the Association and its members. Except as otherwise provided herein for emergency services, the Management Company shall not be expected to provide services on federal holidays. The office may have limited hours between Christmas and New Year.

The Association understands that Management Company is engaged in similar management duties under contract with other Associations; and therefore, it is not intended that the Management Company or its designated representatives devote a full-time employee to the management or operation of the Association.

2. Qualification of Management Company

Association acknowledges that Management Company is not authorized to practice as a certified public accountant and is not a certified public accounting firm. Any services of a certified public accountant required by the Association shall be provided by an independent certified public accountant engaged by the Association. All fees, charges, costs, and expenses attendant to that engagement shall be the responsibility of the Association, up to and including charges, pursuant to Schedule A, for the Management Company’s additional time and services required by the audit and/or certified public accountant.

Association understands that Management Company is not a law firm and does not provide legal opinion. Advice, guidance and recommendations provided by Management Company and its employee shall not be considered a legal opinion.

3. Attorney-client privilege.

Management Company is an agent of the Association. Management Company is hereby engaged as a consultant related to all legal matters by the attorney for the Association, and shall provide such services related to the legal matters as may be reasonably required by the Association and its legal counsel, including, without limitation, the facilitation of communication and legal advice between the Association and its counsel, consultation with the Association and its legal counsel related to the legal matters, and the management of documentation related to the legal matters. It is understood and agreed that the express intent of the Association is to allow for the attorney-client privilege to be extended to the Management Company so as to maintain the confidentiality of all communication between the Management Company, the Association, and the Association’s attorney. The parties recognize that the services to be provided by the Management Company are an integral part of and necessary to the development of legal theories and strategies related to the legal matters.

4. Management Company Insurance

Regardless of any provisions of indemnification set forth in this Agreement, Management Company shall at all times and at Management Company’s sole expense, maintain its own insurance for:

(a) Comprehensive general liability coverage, including but not limited to bodily injury, blanket contractual, and property damage, in an amount not less than one million dollars $1,000,000 per occurrence.

(b) Errors and omissions or professional liability coverage as applicable

(c) Fidelity coverage for all employees who handle or are responsible for handling Association funds in an amount not less than fifty thousand dollars $50,000;

(d) Workers’ compensation coverage in the statutory amount covering Management Company’s employees.

5. Notices.

Any notice(s) required to be given by this Agreement shall be in writing, and unless otherwise agreed upon notice(s) shall be addressed as provided for below, and mailed by registered or certified mail, return receipt requested, and may be deposited in a United States Post Office or a depository regularly maintained by the post office. Such notice(s) may also be delivered by hand or by any other reasonable method permitted by law. For purposes of this Agreement, notice(s) shall be deemed to have been given or delivered upon personal delivery thereof or three (3) business days after having been deposited postage prepaid in the United States mail as provided herein.

Managing Management Company: Association:

Ascent Community Partners, LLC. Board liaison (designated by board) or President

9440 Wolf Pack Terrace Mailing address of President at the time of notice

Colorado Springs, CO 80920

Any party may in writing at any time designate any other address in substitution of the foregoing address to which such notice or communication shall be given.

6. Hold Harmless/Indemnification

6.1 Indemnification by Association. Management Company shall not be liable for any error in judgment, for any mistake of fact or law, or for anything Management Company may do or refrain from doing hereinafter, except in the case of Management Company’s willful misconduct, gross neglect, failure to comply with recognized standards of care for professional community managers, fraud or negligent handling of financial matters. Association acknowledges that Management Company has no proprietary interest in the managed property and is acting on behalf of Association solely in an agency capacity. Accordingly, Association covenants and agrees to defend, hold harmless and if necessary, indemnify Management Company from any and all liability, costs, expense, including attorneys’ fees, judgments, claims, liens, demands and litigation in connection with, arising out of or by reason of the management of the Community except in the case of the Management Company’s willful misconduct, gross neglect, failure to comply with recognized standards of care for professional community managers, fraud or negligent handling of financial matters. Association shall pay all expenses incurred by Management Company, including, but not limited to, reasonable attorney’s fees and Management Company’s reasonable costs and time incurred or expended which are agreed to be in excess of its obligations arising hereunder, and any liability, fines, penalties or the like, in connection with any claim, proceeding, or suit in connection with the Community arising out of or by reason of the management of the subject property that result from the intentional acts, gross neglect or negligence of Association, except in the case of and to the extent of the Management Company’s willful misconduct, gross neglect, failure to comply with recognized standards of care for professional community managers, fraud or negligent handling of financial matters.

6.2 Indemnification by Management Company. Management Company covenants and agrees to defend, hold harmless and if necessary, indemnify Association from any and all liability, costs, expense, including attorneys’ fees, judgments, claims, liens, demands and litigation of any kind whatsoever, in connection with, arising out of or by reason of the management of the Community by Management Company that result from the intentional acts, gross neglect or failure to comply with recognized standards of care for professional community managers, except in the case of the Association’s gross neglect, willful misconduct, negligence or fraud. Management Company shall pay all expenses incurred by Association, including, but not limited to, reasonable attorneys’ fees and Association’s reasonable costs and time incurred or expended which are agreed to be in excess of its obligations arising hereunder, if any, and any liability, fines, penalties or the like, in connection with any claim, proceeding, or suit in connection with the Community arising out of or by reason of the management of the subject property that result from Management Company’s willful misconduct, gross neglect, failure to comply with recognized standards of care for professional community managers, fraud or negligent handling of financial matters., except in the case of and to the extent of the Association’s gross neglect, willful misconduct, negligence or fraud.

The provisions of paragraph 6 shall survive the termination of this Agreement, and shall continue in full force and effect subsequent to the termination of this Agreement.

7. Security

Ascent Community Partners shall not in any way be considered as an insurer or guarantor of security within the property. Ascent Community Partners shall not be held liable for any loss or damage by reason of failure to provide adequate security or ineffectiveness of security measures undertaken. The Board of Directors, on behalf of the Association, all owners and occupants of any dwelling, tenants, guests and invitees of any owner, as applicable, acknowledge that Ascent Community Partners does not represent or warrant that any fire protection, burglar alarm systems, access control devices, or other security systems (if any are present) will prevent loss by fire, smoke, burglary, theft, hold-up or otherwise, nor that fire protection, burglar alarm systems, access control systems, patrol services, surveillance equipment, monitoring devices or other security systems will in all cases provide the detection or protection for which the system is designed or intended.

The Board of Directors, on behalf of the Association, each owner and occupant of any dwelling and each tenant, guest and invitee of an owner, as applicable, acknowledges and understands that Ascent Community Partners is not an insurer, and that each owner and occupant of any unit and each tenant, guest and invitee of any owner assumes all risks for loss or damage to persons, to units and to the contents of units and further acknowledges that Management Company has made no warranties, expressed or implied, including any warranty of merchantability or fitness for any particular purpose, relative to any fire protection, burglar alarm systems, access control systems, patrol services, surveillance equipment, monitoring devices or other security systems recommended or installed or any security measures undertaken within the property.

8. Severability

If any provision of this Agreement shall be determined to be invalid and unenforceable to any extent, the remainder of this Agreement other than that which is determined invalid or unenforceable, shall not be affected thereby, and the remaining provisions hereof shall remain in full force and effect.

9. Applicable Law

This Agreement shall be governed by the laws of the State of Colorado.

10. Assignment

Ascent Community Partners shall not assign its interest under this Agreement except pursuant to the sale of all or a substantial part of its management business. All references in this Agreement to the Parties shall be deemed to include, as applicable, a reference to their respective successors and permitted assigns. The provisions of this Agreement shall be binding on and shall inure to the benefit of the successors and permitted assigns of the Parties.

11. Entire Agreement

This Agreement constitutes the full understanding of the parties and no prior or contemporaneous oral or written representations made by either party shall be binding. This Agreement may be modified only in writing signed by the President of Management Company and by the President of the Association’s Board.

12. Force Majeure

A Party shall not be considered in breach of or in default under this Agreement on account of, and shall not be liable to the other Party for, any delay or failure to perform its obligations hereunder by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, pandemic, stay at home order, or similar event beyond that Party’s reasonable control (each a “Force Majeure Event”); provided, however, if a Force Majeure Event occurs, the affected Party shall, as soon as practicable:

notify the other Party of the Force Majeure Event and its impact on performance under this Agreement; and
use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations hereunder.

13. Agent's Relationship to other entities

The following entities may perform or deliver goods or services (other than management services) to the Association and with which Agent is affiliated. If in the future Agent becomes affiliated with any entity not identified below, Agent agrees to disclose such relationship to the Board prior to the delivery of goods or services. If Agent is related to or has a financial or business relationship with a Board member, Agent agrees to disclose such relationship. Notwithstanding the foregoing, the Association acknowledges that the following activities do not constitute a violation of this Section:

(a) Agent or its affiliates may earn a profit as a result of operating purchasing plans and programs, the purpose of which is to provide price and quality benefits to the Association and/or its residents; and

(b) Agent or its affiliates may receive fees from vendors in exchange for Agent’s dissemination of marketing information about such vendors to Agent’s managed associations (including the Association) and their residents.

Purchase of any product and/or service which is part of any program or marketing plan operated by Agent or its affiliates is voluntary and is not in any manner required by the provisions of this Agreement.

List of entities: Alliance Association Bank, CondoCerts, Page per Page, Appfolio, Axela Technologies, Super Clean Cans.