Carole Briggs, an attorney with the firm of Alderman, Devorsetz & Hora PLLC, has guided condominium and cooperative boards in the District of Columbia through the often complex and high-stakes process of reviewing and executing vendor contracts and service agreements. These contracts, whether for landscaping, property management, maintenance, repairs, security services, or capital projects, carry lasting consequences for the financial health, legal exposure, and operational stability of community associations. Despite this, many boards enter into such agreements with minimal review or rely too heavily on standard form templates that do not adequately protect the association’s interests. For any board seeking to reduce risk and ensure service continuity, a deeper understanding of these agreements is essential.
Carole Briggs stresses that one of the first aspects a board must understand before signing any contract is the duration and renewal structure of the agreement. Too often, boards sign multi-year agreements without recognizing that auto-renewal provisions may extend the contract unless written notice of termination is given far in advance —sometimes 60 or 90 days before the anniversary date, and sometimes requiring formal (e.g., Certified Mail) transmission of the notice. These clauses can lock associations into unsatisfactory arrangements or trigger penalties for early termination. Carole Briggs encourages boards to negotiate reasonable contract lengths and ensure that renewal terms are transparent and easily managed, especially as management companies change, board members are volunteers, and board composition often changes year to year.
Understanding the contract’s effective date, expiration date, and any provisions related to notice periods is a critical component of responsible contract administration. Briggs, an attorney with over 30 years representing community associations, often advises clients to include a requirement for annual performance evaluations or board review to ensure continued alignment with the association’s expectations. By building in opportunities for review, boards can avoid sleepwalking into long-term commitments that no longer serve the community's needs. Moreover, some governing documents contain property manager termination requirements (e.g., requiring the option for the association to terminate the agreement with at most 60 days’ notice, with or without cause).
Briggs highlights that the ability to terminate a service agreement—whether for cause or convenience—is one of the most powerful tools a board has to protect the community. Contracts that lack clear termination language can expose associations to breach of contract claims, fees for early cancellation, or prolonged legal battles. Boards must ensure that they retain the right to terminate with cause for poor performance, failure to comply with applicable laws, or breach of contractual obligations. Equally important is negotiating a termination-for-convenience clause that allows the board to end the relationship without requiring extensive justification or triggering punitive fees.
Carole Briggs cautions that termination rights must be paired with reasonable notice requirements and detailed definitions of what constitutes a breach. Vague or overly subjective standards can make it difficult to exit a poorly performing relationship. Equally risky are contracts that only allow termination with cause after a lengthy cure period, during which the vendor may continue to provide inadequate service. Attorney Carole Briggs regularly works with boards to revise such provisions to ensure that community associations retain meaningful leverage in managing vendor relationships.
Ms. Briggs frequently encounters contracts that include one-sided hold harmless or indemnification provisions, which, if left unaddressed, can result in the association assuming liability for the vendor’s negligence, gross negligence or misconduct. An indemnification clause should protect the association from third-party claims arising from the vendor’s acts or omissions during the performance of its duties. Unfortunately, some contracts contain indemnification terms that are written in the vendor’s favor, obligating the association to reimburse the vendor even when the vendor is at fault.
Briggs emphasizes that boards must insist on mutual or vendor-favoring indemnity clauses only when properly limited in scope and balanced with corresponding insurance requirements. The goal is to ensure that the party in the best position to control risk—the vendor—bears the financial responsibility for it. In addition to the language of the clause itself, boards must understand how the indemnity or hold harmless obligation interacts with broader issues such as waiver of subrogation, limitation of liability, and third-party contractor oversight. Attorney Briggs works closely with association clients to negotiate indemnity language that is legally defensible, financially sound, and consistent with public policy.
Carole Briggs views insurance as a non-negotiable element of any vendor contract. Vendors performing work on community property should carry specific insurance coverages with defined minimum limits, including general liability, workers’ compensation, and—when applicable—professional liability, automobile, and umbrella coverage. Moreover, the association should be named as an additional insured on these policies for the duration of the contract, with the vendor agreeing to provide certificates of insurance and timely updates in case of cancellation or material change. Contractors are generally very willing to add the association as an additional insured, as doing so costs them nothing and can easily be done by their insurance broker or agent in minutes.
Carole Briggs warns that many small vendors carry inadequate insurance or policies with significant exclusions. It is not enough for a board to simply ask whether insurance exists; the actual terms must be reviewed. Contracts should also specify who is responsible for reporting claims, managing losses, and coordinating with insurers in the event of an incident. Boards that fail to include these protections can find themselves financially responsible for injuries, property damage, or lawsuits arising from the vendor’s work.
Briggs recommends incorporating a right-to-audit clause allowing the board or its legal counsel to review proof of insurance at any time, especially before project commencement or contract renewal. She has seen associations face unnecessary litigation expenses due to vendors who claimed to be insured but failed to maintain active policies.
Briggs advises that beyond the legal language, a contract must contain clear operational expectations that define what success looks like. Vague promises of “best efforts” or “professional services” can be difficult to enforce and lead to disputes over scope. Instead, contracts should outline specific deliverables, timelines, staffing expectations, and reporting requirements. For recurring services—such as cleaning, landscaping, or maintenance, the frequency and quality standards should be defined in measurable terms.
Attorney Briggs emphasizes that these operational terms give boards the tools they need to evaluate performance and document failures. In the absence of such language, boards may struggle to prove that a vendor is underperforming or in breach of contract. She encourages associations to develop templates or checklists for vendor evaluation, to include confirming licensure, reputation research, sufficient insurance and appropriate bonding, paired with contract terms that allow for review meetings, corrective action plans, or withheld payments when appropriate.
Additionally, Carole Briggs suggests including escalation procedures for resolving service disputes. When issues arise, boards need a structured process to elevate concerns, request remediation, and—if necessary—terminate the contract without litigation. Proactive communication mechanisms can prevent small problems from becoming contractual or legal disputes.
Carole Briggs reminds boards that signing authority must be clearly understood and exercised responsibly. In many associations, only the association president or a designated officer has the legal authority to bind the association, and often a minimum of two (2) officers must sign certain contracts. Contracts signed by individuals without such authority may be unenforceable or subject the signer to personal liability. Boards must confirm who is authorized to execute contracts and maintain a system for board votes, resolution documentation, and contract archiving.
Briggs recommends that every vendor contract be reviewed by legal counsel before execution, particularly those involving significant financial commitments, long terms, or specialized services. Even when a contract appears standard, hidden clauses may shift risk, impose unintended obligations, or create ambiguity that only becomes apparent during a dispute. Legal review is an investment in risk management and governance, not merely an administrative step.
Attorney Carole Briggs has spent decades helping community associations build relationships with vendors that are both productive and legally sound. A well-drafted contract is more than a formality—it is the foundation for accountability, quality service, and risk mitigation. By paying close attention to contract terms, boards can avoid common legal pitfalls and ensure that their vendors are true partners in community success.
Carole Briggs continues to advocate for education, legal support, and proactive governance in all aspects of association operations. Her experience shows that when boards take vendor contracts seriously, they gain not just legal protection but also operational clarity and greater owner and resident satisfaction.
