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Ely
Ely, Counselor at Law
Category: Legal
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Experience:  Private practice with focus on family, criminal, PI, consumer protection, and business consultation.
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There, My HOA is unhappy with the service provided by

Customer Question

Hi there,
My HOA is unhappy with the service provided by our current property management company so is looking to sign on a new one. The indemnification language in the current contract is as follows:
Only to the fullest extent provided by the Association's insurance and except for claims against the Agent resulting from gross negligence or willful misconduct, Association hereby agrees to indemnify, hold harmless, and defend at its own costs and expense, Agent and its employees, agents, officers and directors, shareholders and representatives from and against any and all loss, liability, cost, expenses, or damage (including attorneys fees) in connection with or arising out of Agent's performance and/or nonperformance of Agent's duties, in connection with and/or arising out of all contractual liabilities, which may be alleged or imposed against Agent. This provision shall survive any termination of this agreement.
The language proposed by the new company is below.
6.6 Save MANAGER Harmless From Liability Suits
The ASSOCIATION shall indemnify, defend, and save MANAGER harmless from all suits or other claims including, but not limited to, those alleging any negligence of MANAGER 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 MANAGER including, but not limited to, all attorneys’ fees, costs, and expenses incurred to represent MANAGER in regard to any claim, proceeding, or suit involving alleged negligence of MANAGER or it employees in connection with or arising out of the management of the Property.
6.7 Pay All Expenses of any Litigation
The ASSOCIATION shall pay all expenses incurred by Manger including, but not limited to, MANAGER’S costs and time, any liability, fines, penalties or the like, settlement amounts, and attorneys’ fees for counsel employed to represent MANAGER or the ASSOCIATION in any proceeding or suit involving any alleged or actual violation by MANAGER or the ASSOCIATION or the Board, or any combination of all of them, of any law or of any regulation of any governmental body including, but not limited to, any law or regulation of any governmental body pertaining to environmental protection, fair housing, fair employment or any law prohibiting or making protection , fair housing, fair employment or any law prohibiting or making discrimination illegal on the basis of race, sex, creed, color, religion, national origin, family status, sexual orientation, or mental or physical handicap. However, the ASSOCIATION shall not be responsible to MANAGER for any such expenses in the event MANAGER is financially adjudged to have personally, and not in a representative capacity, violated any such law. Nothing contained in this Agreement shall obligate MANAGER to employ legal counsel to represent the Board or ASSOCIATION in any such proceeding or suit.
Please help us understand the implications of signing a contract with this new clause.
Thank you.
Dana
Submitted: 1 year ago.
Category: Legal
Expert:  Ely replied 1 year ago.
Hello and welcome to JustAnswer. Please note: (A) This is general information and is not legal advice. No specific course of action is proposed herein, and no attorney-client relationship or privilege is formed by speaking to an expert on this site. By continuing, you confirm that you understand and agree to these terms; and (B) the site allows experts not participate in phone calls and I may or may not be able to participate in this feature.
6.6 Save MANAGER Harmless From Liability Suits
The ASSOCIATION shall indemnify, defend, and save MANAGER harmless from all suits or other claims including, but not limited to, those alleging any negligence of MANAGER 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 MANAGER including, but not limited to, all attorneys’ fees, costs, and expenses incurred to represent MANAGER in regard to any claim, proceeding, or suit involving alleged negligence of MANAGER or it employees in connection with or arising out of the management of the Property.
If the manager is held personally liable in any suit involving managing the property, the HOA is obligated to protect the manager, meaning pay legal fees, and possibly even pay for any loss that the manager suffers.
6.7 Pay All Expenses of any Litigation
The ASSOCIATION shall pay all expenses incurred by Manger including, but not limited to, MANAGER’S costs and time, any liability, fines, penalties or the like, settlement amounts, and attorneys’ fees for counsel employed to represent MANAGER or the ASSOCIATION in any proceeding or suit involving any alleged or actual violation by MANAGER or the ASSOCIATION or the Board, or any combination of all of them, of any law or of any regulation of any governmental body including, but not limited to, any law or regulation of any governmental body pertaining to environmental protection, fair housing, fair employment or any law prohibiting or making protection , fair housing, fair employment or any law prohibiting or making discrimination illegal on the basis of race, sex, creed, color, religion, national origin, family status, sexual orientation, or mental or physical handicap. However, the ASSOCIATION shall not be responsible to MANAGER for any such expenses in the event MANAGER is financially adjudged to have personally, and not in a representative capacity, violated any such law. Nothing contained in this Agreement shall obligate MANAGER to employ legal counsel to represent the Board or ASSOCIATION in any such proceeding or suit.
The HOA agrees to pay legal and attorney fees as well as any legal award against manager in case manager and/or the HOA are named as Defendants in a suit, alleging negligence, some kind of wrongful action (tort), or violation of statutory law including but not limited to discrimination law, fair housing law, etc.
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