TERMS of SERVICE

These Terms of Service along with the Order Form and Schedule of Fees comprise the entire agreement (the “Agreement”) between the Customer and FinancialsPlus, LLC (the "Fin+”). The Customer and Fin+ are referred to in the Agreement individually as “Party” or collectively as the “Parties”. 

All terms used herein, without definition, shall have the meanings specified for such terms in the Order Form, Governing Documents or, if not defined therein, the meanings specified for such terms in the laws of the State in which the Customer is located.

APPOINTMENT

In consideration of and subject to the terms, covenants and conditions set forth herein, the Customer hereby engages and appoints Fin+ as its exclusive financial managing agent, and Fin+ hereby accepts such engagement and appointment.

TERM OF THE AGREEMENT

Initial Term. This Agreement shall commence on the Effective Date specified in the Order Form, and it shall continue for three (3) years thereafter (the “Initial Term”).

Automatic Extension. Unless either Party provides written notice of termination, this Agreement will automatically be renewed on a yearly basis until such time as either Party terminates the Agreement.

Termination. After the Initial Term, this Agreement may be terminated at any time, with or without cause, upon sixty (60) days’ written notice by either Party to the other. The 60-day period will begin on the first day of the following month that notice was received.

Notice. All notices pursuant to the provisions of this Agreement shall be in writing and must be mailed to the Customer c/o the then current President of the Board at his/her place of residence, or at the official business address of the Customer, as the case may be, and to Fin+ at 1428 U Street, NW Suite #2, Washington, DC 20009, Attention: President, or such other address as may be made known as acceptable address by Fin+. Notice shall be effective upon receipt or on the date of refusal of acceptance.

COMPENSATION

Fiscal Management Fee. The Customer shall pay Fin+ a fiscal management fee set forth in the Order Form for each month of the Initial Term of this Agreement. The Management Fee shall be due and payable in advance on the first (1st) day of every month.

Annual Increases.  Following the Initial Term, the fiscal management fee shall increase annually at the rate of five percent (5%).

Non-Routine Services. Services which are not specifically contemplated under this Agreement are considered to be non-routine. Fin+ has the authority to charge the Customer a fee for non-routine services.

SERVICES PROVIDED

Fin+ shall furnish the Customer with the following financial management services:

Collect Assessments. In accordance with the Governing Documents and applicable law, Fin+ shall use its commercially reasonable efforts to collect all general and special assessments, monetary fines for violations, user fees and other sums, as they become due and payable from all Owners.

Owner Payment Options. Fin+ will offer Owners direct debit (aka “ACH” or “EFT”), e-check, lockbox check payment methods and credit card payment options. Fin+ will also offer coupon books to those Owners who choose to pay by check. Fin+ may pass onto Owners the charges imposed by financial institutions or processers at the actual cost or prevailing rates set forth in the Schedule of Fees, whichever is higher.

Delinquency Processing.  In accordance with the Governing Documents and any policy and procedures established by the Board for the collection of assessments and delinquent assessments from Owners, Fin+ will request, demand, collect, receive and receipt for any and all charges, assessments or rents which may become due to the Customer. Costs of delinquent account processing including attorneys’ fees, Fin+’s administrative fees, postage and returned check costs shall be an expense of the Customer, notwithstanding the Customer's right to recover some or all of those expenses pursuant to the Governing Documents and/or applicable law.

Pay Customer Bills. Fin+ shall pay the Customer’s bills as directed by the Customer, set forth in the approved Operating Budget, or as authorized to be incurred under the terms of this Agreement.  Fin+ may pay bills of the Customer by check, auto-debit, auto-draft, credit card, or such other method as is customarily used by Fin+ in its accounting processes, provided, however, that the Customer does not incur any additional cost or expense due to the payment method utilized. Any payment made by Fin+ on behalf of the Customer shall be made from the Customer’s funds.

Bank Account Administration. Fin+ shall establish and maintain an operating account and a separate interest-bearing operating reserves account at a federally insured financial institution specified by Fin+. All of the Customer’s bank accounts shall be in the sole name of the Customer and not commingled with Fin+’s funds or funds of any other party including other clients of Fin+. All accounts shall bear the Customer’s tax identification number. Fin+ shall not be liable for any loss caused by the bankruptcy or failure of the bank or institutions in which the Customer’s funds are deposited.

Bank Reconciliation. Fin+ shall reconcile all bank accounts monthly and provide the Customer with a copy of the reconciled bank statement for each account with each monthly financial package.

Financial Reports. Fin+ shall maintain a record of all of the Customer’s income and expenses, utilizing the cash method of accounting and shall remit financial accounting reports within thirty (30) days of the close of the month to allow for accurate reconciliation of finances.

Audit Assistance.  Fin+ agrees to provide the Customer’s auditor with reasonable access to review the books, records, and accounting personnel used by Fin+, providing such access electronically. Fin+ shall post any adjusting journal entries provided by the auditor into the books of the Customer.  Fin+ may charge reasonable administrative fees for these services, billed at the prevailing rates set forth in the Schedule of Fees.

Tax Return Preparation and Filing. Fin+ shall procure the services of qualified accounting professionals for the preparation of the Customer’s income tax filings as required by Federal, State, and local authorities, unless instructed otherwise by the Board. Fin+ is authorized to sign and file tax returns and other required filings on behalf of the Customer. Fin+ shall issue IRS Form 1099 to vendors and contractors, on behalf of the Customer, as required by IRS regulations. Fin+ may charge reasonable administrative fees for these services, billed at the prevailing rates set forth in the Schedule of Fees.

Federal Corporate Transparency Act.  Fin+ will assist the Customer with the preparation and filing of a Beneficial Owner Information Report (“BOI Report”) with the U.S. Treasury Department’s Financial Crimes Enforcement Network under the Corporate Transparency Act. The Board agrees to provide the information required for completion of the BOI Report, including the following information for each board member: a) the individual’s full legal name, b) their birthdate, c) their residential address, d) a unique identifying number from a non-expired driver’s license, identification document, or U.S. passport and, e) an image of that identification document. Fin+ will not be held responsible for any civil penalties or fines associated with failure to properly and timely file the BOI Report. Fin+ may charge reasonable administrative fees for this service, billed at the prevailing rates set forth in the Schedule of Fees.

Communication.  Fin+ shall advise the Board of, or initiate itself, general correspondence dealing with routine and necessary business matters between the Customer and governmental officials, independent contractors, Owners and other entities with which the Customer or its representatives have a business relationship.

Resale Documents. Upon receipt of written request, Fin+ shall provide a complete resale package in compliance with all applicable laws and shall promptly provide, upon request, other information required by lenders, appraisers, title companies and real estate agents. The Customer shall provide a point of contact for new buyers and real estate agents for questions related to resales. Fin+ may charge reasonable and customary fees for these services which do not exceed the maximum allowed by law. Associated fees shall be charged to the Owner and/or to the buyer in the transaction, not to the Customer.

CUSTOMER’S OBLIGATIONS

Customer shall:

Cooperate with Fin+. The Customer shall cooperate with Fin+ in carrying out the purposes of this Agreement.

Maintain Insurance. The Customer shall obtain and maintain adequate fidelity bond, casualty and liability insurance and Director’s and Officer’s insurance in such amounts required by the Governing Documents, applicable law, and as determined by the Board. The Customer shall name Fin+ as an additional named insured on a primary non-contributory basis on the Customer’s insurance policies.

Supply Documents. Provide all documentation and records required by Fin+ to perform this Agreement including Governing Documents, service contracts, banking information, bank statements, plats & plans, warranty and system information and all known facts that materially affect the value and operations of the Property; Provide, in a timely manner or as requested by Fin+, reserve study reports (or updates).

Board Liaison. The Board shall designate a single individual, (hereinafter referred to as the “Board Liaison”), who shall be authorized to deal with Fin+ on behalf of the Board with respect to any matter relating to the management of the Property. Communicate with Fin+ regularly and professionally with attention to deadlines for key decision making.

Communications:  Provide or confirm contact information for Board of Directors to provide to external parties, such as realtors or prospective owners; Provide or confirm contact information for Board of Directors to provide to residents inquiring about maintenance or governance issues.

SERVICES NOT PROVIDED

This Agreement does not contemplate nor is Fin+ responsible or required to perform any services not specifically enumerated herein, including but not limited to:

• Site Visits/Inspections

• Maintenance and Repair.

• Capital Improvements.

• Jurisdictional Services.

• Service Providers Oversight.

• Full-Service Management.

• Meeting Attendance.

• Insurance Administration.

• After-Hour Emergency Services.

TERMS AND CONDITIONS

Entire Agreement.  This Agreement contains the final and entire agreement between the Parties hereto, and neither they nor their agents shall be bound by any terms, conditions, statements, warranties, or representations, oral or written, not herein contained.

Relationship of Parties.  The relationship between the Parties is that of independent contractors. The details of the method and manner for performance of the services by Fin+ shall be under its own control, Customer being interested only in the results thereof.  Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

Non-Solicitation. Customer agrees it will not directly or indirectly, solicit for hire, hire, retain, or contract with any past or present employee, subcontractor, partner, officer, of Fin+ or any of Fin+’s Affiliates, in any capacity whatsoever prior to or for a period of one year following termination of this Agreement.

Indemnification. The Customer hereby agrees to defend, indemnify and hold harmless Fin+, and Fin+’s employees, officers, directors, agents, servants, shareholders, subsidiaries and affiliates (collectively the “Agent Parties”) from and against any and all loss, expense, damage, injury, or liability that is threatened, alleged, incurred, or imposed on any of them as a result of any claims, suits, actions proceedings (each, a “Claim”) related to: (1) Fin+ or Agent Parties’ performance of its obligations or responsibility under this Agreement; (2) actions taken by Fin+ or Agent Parties pursuant to the express or implied direction of the Board; or (3) the operation, maintenance, physical condition, or ownership of, or any alleged acts, omissions or incidents occurring in or related to the Property managed by Fin+ under this Agreement; or (4) any fraudulent or negligent act or omission, or any act or omission taken in bad faith including misapplication of funds, malfeasance, or willful, reckless or criminal misconduct, in each case, by the Customer. Fin+ reserves the right, but shall not be required, to engage legal counsel of Fin+’s choosing to represent Fin+ in any such Claim. In the event Fin+ elects not to engage such legal counsel, then the Customer shall, at the Customer’s sole cost and expense, defend Fin+ in accordance with the terms of this Agreement with counsel reasonably approved by Fin+. Notwithstanding anything to the contrary herein, the Customer’s obligation to indemnify, defend and hold harmless Fin+ under this Section shall not apply to any Claims arising out of Fin+’s, Agent Parties’ gross negligence. The indemnification provisions outlined herein shall in no way be construed to relieve any insurance company from any obligations to either Party pursuant to policies insuring the Customer and/or Fin+. The indemnification protections contained in this Agreement are personal obligations, not conditioned upon the existence of any type of insurance and shall survive any expiration or earlier termination of this Agreement.

Arbitration. Fin+ and the Customer agree that any and all disputes, controversies or claims arising from or in connection with this Agreement shall be resolved through mediation and, if not settled within thirty days of attempted mediation, through binding arbitration in the State of Delaware by a panel of three (3) arbitrators in accordance with the rules of the American Arbitration the Customer for expedited arbitration. Fin+ and the Customer shall each appoint one arbitrator, and the two arbitrators so appointed shall appoint the third arbitrator. Fin+ and the Customer each shall appoint its arbitrator within five (5) business days of submission of the dispute to arbitration, and shall schedule discovery, the presentation of evidence, any hearing and decision such that a final decision shall be rendered within thirty (30) days of submission of the dispute to arbitration. The prevailing party in the arbitration shall be entitled to recover its reasonable legal fees and costs expended in such action or proceeding. If the matter is resolved by mediation, the costs will be shared equally between Fin+ and the Customer.  If the matter is settled by arbitration, the arbitrator’s award will be final and binding, and judgment thereon may be entered in any court of competent jurisdiction.  Any Party breaching this provision forfeits the benefit of the Attorneys’ Fees provision set forth below in any related litigation.

Limit of Liability. Fin+’s liability with respect to its performance or nonperformance of its obligations under this Agreement shall be limited to the amount of fees Fin+ has received under this Agreement during the preceding 12 months. If the Customer is awarded a money judgment against Fin+, then recourse for satisfaction of such judgment shall be limited to execution against Fin+’s assets. No partner, member, shareholder, director or officer of Fin+ (collectively, "Officer") or any other person or entity shall be available to satisfy or subject to such judgment, nor shall any Officer or other person or entity have personal liability for satisfaction of any claim or judgment against Fin+ or any Officer.

Modification. This Agreement may not be modified or amended in any manner other than a written instrument signed by both Parties hereto.

Schedule of Fees.  Fin+ hereby reserves the right to change the prevailing rates set forth in the Schedule of Fees at any time but no more than once annually. Fin+ shall provide the Customer with no less than thirty (30) days prior written notice of any change in the rates listed in the Schedule of Fees.

Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

Disclaimer of Warranties.  Fin+ shall use its commercially reasonable efforts to perform the services requested of it by the Customer in accordance with this Agreement, but, other than any express warranties set forth in this Agreement, Fin+ makes no warranties of any kind, express or implied, with respect to the services to be provided hereunder.

Drafting.  This Agreement is the product of negotiations between the Parties and has been jointly authored by both Parties. Each Party has relied on their own counsel, or had an opportunity to consult with counsel, and has not relied on the counsel of the other Party. To the extent that either Party chooses not to consult with legal counsel, such right is waived.

Electronic Signatures. In accordance with the Uniform Electronic Transactions Act (UETA) and the Electronic Signatures in Global and National Commerce Act, or E-Sign (the Act), and other applicable local or state legislation regarding Electronic Signatures and Transactions, the Parties do hereby expressly authorize and agree to the use of electronic signatures as an additional method of signing and/or initialing this Agreement, which such electronic signatures shall be as binding and enforceable as original signatures.

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute a single agreement. In addition, any party may reproduce this Agreement, and any such reproduction shall be admissible in evidence, with the same effect as the original itself, in any judicial or other administrative proceeding, regardless of whether the original is in existence.

Electronic Security.  Fin+ does not guarantee that its security measures, or the security measures of any third party or third-party integration, will be error-free or that others will never be able to defeat such security measures. Without limiting any other section of this agreement, Customer agree not to hold Fin+ accountable or liable for any such hacked or breached network communications or the loss or damage to any data, systems, hardware, information (including personal information) or any other property.

Severability.  If any part or provision of this Agreement shall be held unlawful, unenforceable or invalid, such invalidity shall not affect other parts or provisions of this Agreement which can be given effect without the invalid provision, and to this end the provisions of this Agreement are declared severable.

Authorization.  Each Party has full power, authority, and right to perform its obligations under this Agreement. Entering into this Agreement will not violate the charter or bylaws of either Party or any material contract to which that Party is also a party.