I.    PARTIES:  This Agreement is made                      2005 by and between Anytown Homeowner’s Association,Inc., a Colorado nonprofit corporation, (Herein referred to as the "Association"), and Community Managemee,(herein referred to as the "Agent"). In consideration of the terms, and conditions set forth in this document, the parties agree as follows:

 II.         CONTRACT:  The Association  contracts with the Agent and the Agent hereby accepts the terms and conditions provided, as exclusive managing agent for Anytown Homeowner's Association.

 III.       ASSOCIATION FUNCTION:  The Agent fully understands that the function of the Association is the operation and management of the Project, including the general common elements, and the limited common elements. This management does not include management or care of individual units. The agent agrees to confer with the Association's Board of Directors ("Board") in the performance of its duties as set forth in this document.

 IV.       EMPLOYEES:  The Agent shall contract for all personnel necessary for the efficient discharge of the duties of the Agent. Any such personnel shall be employees of the Agent. Compensation for the services of such personnel shall be considered an operating expense of the Agent

 V.        SERVICES AND DUTIES: Agent shall render services and perform duties as follows:

  A.        Agent shall investigate, solicit contracts for, and oversee the supervision of the personnel or contractors, necessary in order to properly maintain and operate the Project.  Such personnel may be independent contractors, or employees of the Agent. The Agent shall also be considered as an independent contractor. Compensation for the service of such personnel shall be considered an operating expense of the Association.

B.         Agent shall maintain businesslike relations with Owners and Guests, whose service requests shall be received, considered and recorded in systematic fashion in order to show the action taken with respect to each.  Complaints of a serious nature shall be reported to the Board with appropriate recommendations. In addition, the Agent shall have the authority and the responsibility to monitor and enforce compliance with valid Declarations. 

C.        The Agent shall investigate and make written reports as to all accidents and claims for damage relating to the management, operation and maintenance of the Association, including the estimated cost of repair, and shall make all reports required by any insurance company in connection therewith. Agent shall assist in settling insurance and other claims. 

D.        The Agent shall receive all income due the Association which shall include, annual assessments, special assessments, fines, interest, attorney fees, and others. The Agent will attend court in the name of the board for the collection of these amounts, or any other things that pertain to the association  for an extra charge of  $75.00 per hour. Any addition work for the complex will be billed at $75.00 an hour. Additional walk throughs, or anything not spelled out in this contract. 

E.         From the funds collected and deposited in the Association's bank accounts, the Agent shall cause to be disbursed regularly and when due, all charges payable by the Association as operating expenses authorized to be incurred under the terms of this Agreement, including the Agent's fee, and independent contractors costs.            

F.         Agent shall maintain a comprehensive system of office records, books and accounts in a manner satisfactory to the Board, which records shall be subject to examination and copying by authorized agents of the Association at all reasonable hours. The records, including all correspondence and data relating to the Association shall be suitable to accurately show the supervision, management, care and operation of the Association. As a standard practice, the Agent shall render to the Association, by no later than the tenth of each succeeding month, a statement of receipts and disbursements as of the end of every month.  Annually, at such times as the Board shall request, said records, books, and accounts shall be reviewed by a public accountant whose report will be submitted to the Board. The cost of such review shall be  paid by the Association. Upon termination, the parties shall account to each other with respect to matters outstanding as of the date of  termination. 

G.        The Agent shall prepare an annual budget reflecting anticipated receipts and disbursements for the new fiscal year based upon the then current or proposed schedule of monthly assessments. The budget shall be submitted each year to the Board at the time set forth in the Board's written budget request. Upon Board approval, the budget shall serve as a supporting document for the schedule of monthly assessments proposed for the new fiscal year. It shall also constitute a major control under which the Agent shall operate. 

H.        It shall be the duty of the Agent at all times during the term of this Agreement to operate and maintain the Association in a prudent manner, consistent with the overall plan of the Associations recorded documents and rules and regulations adopted by the Board.  

I.           Property Inspections:  The Agent's property manager will visit the  property at least twice each month during normal business hours,  Monday through Friday.  

J.           The Agent shall familiarize itself with the Governing Documents, including the rules and regulations of the Association.   

K.        The agent shall render services and duties as outlined in Addendum A, which is attached hereto and incorporated by reference herein. 

L.         The Association shall indemnify, defend, and save the Agent harmless from all suits or other claims including, but not limited to, those alleging negligence of Agent or its employees in connection with the Property or the management thereof and from liability for damage to property and injuries to or death of any employee or other  person.  The Association shall  pay all expenses incurred by Agent including, but not limited to, all attorney's fees, costs, and expenses incurred to represent Agent in regard to any claim, proceeding, or suit involving alleged negligence of Agent or its employees in connection with or arising out of the management of the Property. This indemnification shall not apply to any suits or other claims alleging gross negligence, willful misfeasance or malfeasance in the performance of his duties. The foregoing rights of indemnification shall be in addition to and not exclusive of all other rights to which the Agent may be entitled. 

VI.       INDEPENDENT CONTRACTOR RELATIONSHIP:  The Agent shall perform all of its duties as an independent contractor retained by the Association, and all obligations or expenses incurred thereunder shall be for the account of, behalf of, and at the expense of the Association, except that the Association shall not be obligated to pay the   general  overhead expenses of  the Agent's office. Any payments to be made by the Agent hereunder shall  be made out of such  sums as  are available in the accounts of the Association, or as may be provided by the Association.  

VII.      MONIES:  The Agent shall establish and maintain an account or accounts in a financial institution or institutions whose deposits are insured and which accounts are in the name of the Association. The Association’s operating account shall be held in a financial institution chosen by the Agent. The Agent shall have the authority to draw on such account for all monthly payments and any other payments up to $1,000, for any amounts owed by the Association. The Agent must obtain written approval by 2 Board members for payment of amounts exceeding $1,000. E Mail and fax signatures are acceptable as written approval. 

VIII.     COMPENSATION: 

A.     Compensation which the Agent shall be entitled to for all services performed under this agreement shall be $                         dollars per  unit per month,  payable at the first of each month.  

B.     Additional compensation to Agent shall be for actual postage costs, and for copies, at 10 cents per page, and for such other fee or fees as may be agreed to, by the parties, from time to time, to compensate Agent for Agent's services which are not usual or normal. 

C.     The Agent's property manager will attend a maximum of  twelve (12) Board meetings per year to include scheduled board meetings and one (1) general membership meeting. Board meeting attendance will be limited to two (2) hours per meeting. No time limit will apply to general membership meetings.  Additional meetings and time will be charged at a rate of $100.00 per hour, if such additional time is authorized by the Board. The manager will attend board meetings Monday through Friday. The manager will not attend weekend meetings. 

D.     Charges for PUD statements and Statements of  Account  shall be made in  accordance with  the Declaration of Covenants, Conditions and Restrictions of the Association's documents recorded in the office of the Clerk and Recorder of El Paso County, Colorado. 

IX.       BENEFIT:  This Agreement shall inure to the benefit of and be binding upon the parties here-to and their respective legal representatives, successors and assigns. 

X.         ENTIRE AGREEMENT:  This Agreement shall be valid for one year from the signing date, shall renew automatically if there are no changes by either party, and shall constitute the entire agreement between the contracting parties. No variance or modification thereof shall be valid and enforceable, except by supplemental agreement in writing, executed and approved in the same manner as is this Agreement. This Agreement may be canceled by either party without penalty upon 30 day written notice delivered through regular U.S. mail.  

XI.       INVALID PROVISION:  Should any provision of this Agreement be declared invalid by any court or competent jurisdiction, the remaining provisions hereof shall remain in full force and  effect. 

XII.      EXECUTION:  The two parties have executed this agreement on the day and year written above.

             

ASSOCIATION:                                            AGENT:

Anytown Homeowner’s Association, Inc.          Community Management, Inc.

 By:_______________________________     By:________________________________

                                                                        Jean Hunt 

President of the Board of Directors                   President of Community Manager.