ASSOCIATION MANAGEMENT CONTRACT
ASSOCIATION MANAGEMENT CONTRACT
THIS CONTRACT ("Contract") is made and entered into on (Date) by and between (HOA)., a Florida not-for-profit corporation ("Association"), and APEX RESIDENTIAL REALTY, INC. dba EVTECH PROPERTY MANAGEMENT A Florida Corporation.
1. The Association is the entity responsible for the operation of the community known as Miramar Garden Apt. ("Community"), located at, (Address), established by the documents thereof recorded in the Public Records of Palm Beach County, Florida ("Declaration")' which Community consists of # units / lots ("Units/lots").
2. The Association desires to retain Evtech and Evtech desires to be so retained, to manage the Community.
NOW, THEREFORE, for other good and valuable consideration received by each party from the other, the receipt, adequacy and sufficiency of which are hereby acknowledged, and in further consideration of the mutual covenants and agreements hereinafter set forth, the parties hereby agree as follows:
1. EXCLUSIVE MANAGER. The Association hereby retains and appoints EVTECH, and EVTECH hereby accepts such retainer and appointment, on the terms and conditions hereinafter set forth, as exclusive manager of the Association.
2. TERMS AND TERMINATION.
a. This Contract shall commence on (Date) and shall continue for a term ending on the (date), ("initial Term"), subject to termination as provided herein.
b. The Association, with or without cause, at any time, may cancel this Contract with 30 days' written notice to EVTECH.
c. EVTECH, with or without cause, at any time, may cancel this Contract with 30 days'
written notice to the Association.
d. Unless either party provides not less than 30 days' written notice prior to the expiration of the Initial Term or any renewal term of this Contract, as applicable, the Contract shall automatically be extended on a month-to-month basis. During the period when the Contract has been extended on a month-to- month basis, either party shall have the right to terminate the Contract without cause upon 30 days' written notice to the other party.
3. SERVICES AND GENERAL PROVISIONS. During the term hereof, EVTECH shall assist the
Association in performing the following services as requested by the Association, when and if needed, or as otherwise specified herein, to assist the Association, and shall appoint:
• one Community Association Manager ("CAM") to visit the community at least once per week.
• one Account / Assistant Property Manager to effectuate same:
a. To assist the Association in engaging as independent contractors or employees working on behalf of the Association such persons, firms or companies necessary to properly operate the Community and to maintain, repair, replace and improve the common areas of the Community ("Common Areas") or any other portion of the Community which may be maintained, repaired, replaced or improved by the Association from time to time, according to EVTECH's reasonable judgment, the budget of the Association and the directives of the Board of Directors of the Association ("Board of Directors"). The Association understands that all personnel so employed by EVTECH and any persons, firms or companies engaged by the Association as independent contractors shall be employed or engaged as agents for the Association. EVTECH shall also assist the Association in coordinating the work of any independent contractors engaged by the Association with the day-to-day activities of the Association. However, under no circumstances shall EVTECH or an employee of EVTECH be designated to serve as the Association's representative in any contract, but EVTECH shall nonetheless be required to, without limitation, coordinate and administer maintenance, repair, replacement and improvement projects on behalf of the Association.
b. Cause those portions of the Common Areas, or such other portions of the Community that may be operated, maintained, repair or replaced by the Association from time to time, to be maintained, repaired, replaced and improved, including, but not limited to, landscaping, painting, roofing, pressure cleaning, and such other ordinary and extraordinary maintenance, repair and replacement or improvement work together with the purchase of materials, equipment and supplies as may be necessary consistent with the approved budget or as requested by the Association; provided, however, EVTECH shall not obligate the Association for any single item of repair, replacement, refurnishing, refurbishing, materials, equipment or supplies the cost of which exceeds the sum of $1,000.00 without the prior approval of the Association. Notwithstanding anything contained herein to the contrary, EVTECH shall have the right, but not the duty, without first obtaining the approval of the Association, to make emergency repairs and replacements which, according to EVTECH's reasonable belief, are required to eliminate or avoid danger to persons or to property, or as are necessary in EVTECH’s reasonable belief for the preservation and safety of the Association or for the safety of persons or in order to avoid suspension of any necessary service to the Association, provided, however, EVTECH shall make a diligent attempt to contact the President, Vice President and Treasurer of the Board for approval prior to obligating the Association for expenses related to the same.
c. Take such actions as may be reasonably necessary to advise the Association, owners of Units/Lots ("Owners"), and/or occupants of the need to comply with all pertinent laws, statutes, ordinances and rules of appropriate governmental authorities having jurisdiction, and advise the Association, Owners and/or occupants of any violations thereof actually known by EVTECH. Furthermore, EVTECH shall advise Owners and occupants of the need to comply with the Declaration, Articles of Incorporation and By-Laws of the Association and applicable rules and regulations, in connection with the operation of the Community and any violations thereof actually known by EVTECH.
d. Notwithstanding anything contained in this Contract to the contrary, the Association hereby acknowledges that in no event shall EVTECH be liable for the failure of the Owners and occupants to comply with all such laws, statutes, ordinances and rules of governmental authorities and the Declaration, Articles of Incorporation, and By-Laws of the Association and applicable rules and regulations of the Community. Notwithstanding anything contained in this Contract to the contrary, the Association hereby acknowledges that in no event shall EVTECH be liable for the failure of the Association to comply with all such laws, statutes, ordinances and rules of governmental authorities and the Declaration, Articles of Incorporation, and By-Laws of the Association and applicable rules and regulations of the Community, except to the extent caused by the negligence or wrongful act of EVTECH. Notwithstanding anything to the contrary contained herein, EVTECH does not have the authority to provide and shall not be responsible for providing legal advice to the Association regarding the interpretation or application of law.
Subject to the direction of the Association and the Association budget, EVTECH shall solicit, analyze and negotiate contracts on behalf of the Association, as needed or annually, for services reasonably necessary with respect to the operation, maintenance, upkeep, repair, replacement, preservation and improvement of the Common Areas, or any other portion of the Community that may be operated, maintained, repaired, replaced or improved by the Association from time to time. All contracts shall be approved and executed by the Board of Directors of the Association, except as otherwise provided herein. The Association acknowledges that within the scope of this Contract and in carrying out all of its duties and responsibilities hereunder, including but not limited to those set forth in this paragraph, EVTECH is acting solely as an agent for the Association and, accordingly, any expenses or liabilities incurred by EVTECH in accordance with the terms of this Contract, whether in its name or that of the Association, shall be the sole obligation of the Association and not that of EVTECH. Neither EVTECH nor any of its principals or employees or agents shall be personally liable in any fashion for payment under any contract made in compliance with the provisions of this Contract. The parties hereto acknowledge and agree that notwithstanding anything to the contrary contained herein or elsewhere in this Contract, EVTECH shall not perform, nor be expected to perform, the services which would normally be performed by a construction manager and/or an engineer on construction projects undertaken, or to be undertaken, by the Association, but EVTECH shall nonetheless be required to, without limitation, coordinate and administer maintenance, repair, replacement and improvement projects on behalf of the Association.
e. Retain and engage, as needed, at the Association's direction, approval and expense and as agents of the Association, such attorneys, accountants, insurance consultants, tax consultants and other experts and professionals, whose services the Association may reasonably require.
f. Maintain, as needed, appropriate records of all insurance coverage carried by the Association, including, but not limited to, current policy information, certificates of insurance, and procurement of loss runs.
g. Accept applications and references of prospective Unit/Lot purchasers and facilitate transfers and leases of Units/Lots, all as needed; provided, however, that the actual approval or disapproval of the same shall be given and executed by a proper officer of the Association as and if required by the Declaration.
h. Prepare, provide and send, as needed, all letters, reports, violation notices, meeting notices and/or other notices as may be reasonably requested by the Association, and attend up to one (1) Association meetings per month (non-cumulative), whether they be Board, membership or committee meetings, between the hours of 9:00 AM and 9:00 PM Monday through Thursday. Any person furnished by EVTECH to attend a Board, committee or membership meeting, in the event the regular on-site CAM is not available, shall be a licensed community association manager approved by the Board. If, in the opinion of EVTECH, administrative staff is needed at an Association meeting, or if administrative staff is requested by the Association, the parties shall agree upon the additional cost for the staff, if any, in advance of the meeting. Meeting notices shall be sent/posted as required by the Association's governing documents and Chapter 720, or Chapter F.S.718 (whichever applies), as amended from time to time.
Attendance of regular on-site CAM or other licensed community association manager approved by the Board at additional Association meetings (above and beyond 1 per month) between 9:00 AM and 9:00 PM Monday through Thursday shall be $100.00 per meeting. Staff attendance shall be per sub-section (h) above.
Any meetings held outside of the hours set forth in sub-section (h) above, on Friday, Saturdays, Sundays, or on holidays, shall be at an additional expense to the Association of $100.00 per meeting for attendance of the CAM and $40.00 per hour (with a 2-hour minimum) for the time of administrative support staff, if needed.
i. EVTECH shall prepare an agenda, with a complete agenda package, for each Board and Membership meeting, and it shall be sent to each Board Member no less than two (2) days before the date of the meeting. The agenda package shall include all information reasonably requested by the Board in accordance with this Contract. Agendas shall also be available at meetings for lot/unit owners who are in attendance. Perform one routine visual property inspection per week and make weekly written recommendations to the Board of Directors as to lot/unit owner violations, and recommended maintenance, repairs, replacements and improvements, as applicable. For clarification, the visual property inspection is a visual inspection of the entire ASSOCIATION Community property which may be reasonably accessed by EVTECH, and it is not only an inspection of the Common Area of the association.
j. Provide monthly written reports to the Board of Directors of the status of pending and completed operations affecting the Association, including, without limitation, and as applicable, maintenance and repairs, improvement projects, status of lot/unit owner violations, status of collections/foreclosures and status of negotiations with vendors.
i. Approve all bills received by the Association, as needed or monthly, for services, work and supplies ordered in connection with maintaining and operating the Community,
ii. Prepare, annually, a suggested operating budget for the Association setting forth an itemized statement of anticipated receipts and disbursements based upon the then current schedule for assessments and taking into account the general condition of the Association and the Community. Said budget, together with an explanatory statement, shall be submitted to the Association for final approval within ninety (90) days of the end of the Association's fiscal year, the budget shall serve as a supporting document for the schedule of assessments.
k. EVTECH shall have access to the Common Areas as may be necessary to perform its duties hereunder.
l. EVTECH represents and warrants that the person or persons employed by EVTECH to directly provide any community association management services as defined in Chapter 468, Florida Statutes as required under this Contract shall have at all times a Community Association Manager's License from the Florida Department of Business & Professional Regulation, and that EVTECH shall otherwise comply with provisions of Section 468.432, Florida Statutes. In the event EVTECH does not have a valid community association management firm license at any time this Contract is in effect the Association may immediately terminate the Contract by providing written notice to EVTECH. Notwithstanding anything to the contrary in this Contract, such notice of termination may be sent by email, regular mail or certified mail.
m. The assumption of obligations by EVTECH under this Contract is as agent of the Association and does not require EVTECH to pay any of the costs and expenses which are the obligation of the Association, except as specifically provided otherwise in this Contract.
4. DESIGNATION. The Association shall designate in writing a single individual who shall be authorized to deal with EVTECH on any matter relating to this Contract. In the absence of any such designation, the President of the Association shall have this authority. The Association shall not interfere nor permit, allow or cause any of its Officers, Directors or members to interfere with EVTECH in the performance of its duties or in the exercise of any of its powers hereunder.
5. INSURANCE. The insurance requirements set out in the following subparagraphs are independent from all other obligations of the parties to this Contract and apply whether or not required by any other provision of the Contract, and regardless of the enforceability of any other provisions of this Contract. If, at any time, EVTECH allows any of its required insurance policies to lapse, the Association may immediately terminate this Contract upon delivery of written notice to EVTECH.
a. EVTECH hereby agrees to maintain at all times this Contract is in effect and to provide evidence of the following insurance coverages:
b. Commercial General Liability Insurance, including:
(1) a minimum of $1,000,000.00 each occurrence for bodily injury and property damage.
(2) a minimum of $1,000,000.00 general aggregate,
(3) Contractual liability coverage in the amount of $500,000.00 per occurrence,
iii. Workers' Compensation Insurance according to state statutory limits covering all employees or subcontractors of EVTECH, with employers'
iv. Professional Liability Insurance with a minimum of $1,000,000.00.
Prior to the commencement of work under this Contract, EVTECH shall provide a current and original Certificate of Insurance showing the coverages outlined above, and that the Association has been named as additional insured on the liability policies outlined above, except for workers compensation. On the renewal date of any insurance policies required by this Contract, EVTECH will supply the Association with a new, original Certificate of Insurance in compliance with all terms of this contract.
6. COMPENSATION AND COST REIMBURSEMENT.
a. The Association agrees to pay EVTECH the sum(s) of ($1,800.00) per month ("Contract Price"), in advance on the first day of each month for the services of community association management (not including accounting) and which includes all costs of EVTECH employees performing work for the Association under this Contract. THIS DOES NOT INCLUDE ACCOUNTING SERVICES, WHICH ARE CURRENTLY PROVIDED THORUGH A SEPARATE ASSOCIATION VENDOR.
b. Except as is otherwise expressly provided herein, the Association shall pay or reimburse EVTECH for all costs as are more specifically set forth in Schedule I hereto, made a part hereof by this reference which may be incurred by EVTECH in providing services, materials and supplies immediately upon receipt of an invoice therefore, except that EVTECH shall not be entitled to reimbursement for salaries of officers of EVTECH and general office overhead of EVTECH, as said items are actually included within the Contract Price.
c. Without limiting the provisions of Paragraph 6.b, if the Association requests that EVTECH provide project coordination services for special services or projects not contemplated by this Contract, EVTECH may charge as follows:
d. For time expended on special services and projects, the combined cost of which exceeds $15,000.00 per project, such as: major capital improvements that require extra time or supervision by EVTECH that are not enumerated in this contract, at the rate of $85.00 per hour, or for coordination of amendments of governing documents or similar administrative project, at the rate of $50.00 per hour, billed in one-half hour increments with one-half hour minimum.
7. ENGAGEMENT OF EMPLOYEES BY ASSOCIATION. The Association recognizes that EVTECH is engaged in the specialized and competitive property management and maintenance business and EVTECH invests time and money in the hiring, training and development of its employees at all levels, which promotes productivity, efficiency and the employment of a competent and specialized workforce. Accordingly, the Association covenants and agrees that it shall not hire, employ, or otherwise engage any employees, prospective employees EVTECH presents for consideration, or former employees who provided services to the Association, or contract with or in any way engage the services of any firms employing any such employees, prospective employees EVTECH presents for consideration, or former employees of EVTECH while this Contract remains in force and continuing for a period of 12 months following the end of the Contract relationship between the parties hereto. For this purpose, "employees, prospective employees EVTECH presents for consideration, and former employees" are those individuals employed by EVTECH who provided services to the Association or prospective employees who were presented to the Association for consideration, at any time during the 12- month period prior to the end of the Contract relationship between the parties hereto. Should the Association violate this paragraph, it agrees to pay, as liquidated damages, and not a penalty, the sum of 50% of the annual salary/wages of said employee(s) at time of termination or resignation of said employee(s) by or from EVTECH. The provisions set forth in this paragraph shall survive the termination or expiration of this Contract.
8. LIABILITY TO ASSOCIATION.
To the fullest extent permitted by law, EVTECH agrees to indemnify and hold the Association, and its members, officers, directors, committee members and agents, harmless from any claim, cause of action, damage, injury, liability, including, but not limited to attorney's fees and costs at all court levels, arising out of or related to, caused in whole or in part by, any grossly negligent act or omission or intentional wrongful act of EVTECH or its employees or agents. The foregoing indemnity from EVTECH shall be applicable to all losses, damages, expenses or claims for damage or injury to any person or property resulting from the gross negligent, improper, wrongful or intentional act or omission of EVTECH and/or any employee(s) and/or agent(s) of EVTECH. To the fullest extent permitted by law, the ASSOCIATION agrees to indemnify and hold EVTECH, and its officers, directors and employees, harmless from any claim, cause of action, damage, injury, liability, including, but not limited to attorney's fees and costs at all court levels, caused by the gross negligence, recklessness or intentional wrongful act of the directors or officers of the Association. The provisions set forth in this paragraph 7 shall survive the expiration or earlier termination of this Contract.
9. NOTICES. Unless otherwise specifically provided herein, all notices required hereunder shall be in writing and shall be effective when emailed and/or deposited in the United States mail, with proper postage prepaid, certified mail, return receipt requested, and shall be properly addressed:
As to the Association:
Miramar Garden Apartment, Inc.
As to Evtech:
EVTECH PROPERTY MANAGEMENT (“EVTECH”).
1500 Gateway Blvd Suite 220
Boynton Beach Fl 33426
or to such other address or person as either party shall, from time to time, designate for itself, in writing, to the other party, provided that notice of any change of address or contact person shall not be effective until received.
a. Any employee or agent of EVTECH who furnishes service to the Association under this
Contract, whether the community association manager, maintenance staff or other staff or agents of EVTECH, must be promptly replaced by EVTECH upon any reasonable
request of the Board of Directors from time to time. Temporary replacement personnel shall be provided by EVTECH during interim periods, if any. No employee of EVTECH shall provide work or services outside of the scope of this Contract to any unit/lot owner in the Community without prior written approval of the Board of Directors.
b. In any legal action arising from this Contract or connected herewith the prevailing party shall be entitled to recover all costs and reasonable attorneys' fees incurred (whether pre-trial, at mediation, arbitration or trial and in any appeals).
c. In any litigation arising from this Contract, venue shall be solely in Palm Beach County, Florida.
d. No waiver of a breach of any of the covenants contained in this Contract shall be construed to be a waiver of any succeeding breach of the same or any other covenant.
e. No modification, release, discharge or waiver of any provision hereof shall be of any force, effect or value, unless in writing, signed by both parties to this Contract, their respective successors and assigns.
f. If any term or condition of this Contract is, to any extent, invalid or unenforceable, the remainder of this Contract is not to be affected thereby and each term and condition of this Contract is to be valid and enforceable to the fullest extent permitted by law. This Contract will be construed in accordance with the laws of the State of Florida.
g. EVTECH shall be free to contract for similar services to be performed for other entities,
wherever located, while it is under contract with the Association. Under no circumstances shall this Contract provide the basis for the Association, or any of its members, officers, directors, agents or employees, to look to EVTECH as its or their employer, or a partner or principal. Nothing in this Contract shall be deemed to create or be construed as constituting a joint venture or partnership between the Association and EVTECH. The Association, its members, officers, directors, agents or employees who are not direct employees of EVTECH shall not be entitled to, nor shall they make any claim for, any benefits accorded to EVTECH's employees, including, but not limited to, workers' compensation, vacation or sick pay.
h. This Contract constitutes the entire understanding and agreement between the parties hereto and supersedes all prior written or oral agreements with respect to its subject matter. Notwithstanding the foregoing, this Contract shall not act to excuse any amounts due and unpaid under a previous contract between the parties, nor shall this Contract act to extinguish any obligations from a previous contract between the parties, which specifically survive the termination or expiration thereof. This Contract shall be binding upon the parties hereto and their respective successors and assigns.
i. The Association represents and warrants that the execution, delivery and performance of this Contract by the Association will not conflict with, nor result in the breach of, any agreement, whether oral or written, document, indenture or other instrument to which the Association is a party or under which it is bound. The Association further represents and warrants that it has full power and authority to execute and deliver this Contract, and to perform the obligations hereunder, and that it has taken all actions necessary to authorize
the execution, delivery and performance of this Contract. The Association also represents that it is not bound by the terms of any collective bargaining agreement and there has been no action taken by its employees, which would subject the Association to the collective bargaining process under applicable labor laws. The Association is not aware of any labor organizing efforts involving its employees.
j. The Association agrees to provide a safe and healthy work environment for all employees provided by EVTECH.
Association acknowledges and agrees that it and/or Owners may from time to time receive email contact or other communication from EVTECH regarding topics including, but not limited to, discounts obtained by EVTECH for various services which are being made available to Owners, promotions being offered by EVTECH or services being offered by EVTECH and/or its affiliated or related companies or subsidiaries.
EVTECH’s parent company, Apex Residential Realty, Inc. may provide real estate services to the community. EVTECH hereby wishes to ensure that these relationships are disclosed to the Association.
12. SECURITY DISCLAIMER.
EVTECH shall not in any way be considered an insurer or guarantor of security
within the property. Neither shall EVTECH be held liable for any loss or damage by reason of failure to provide adequate security or for ineffectiveness of security measures undertaken. The Board of Directors on behalf of the Association, Owners and occupants, tenants, guests and invitees, as applicable, acknowledge that EVTECH does not represent or warrant that any fire protection, burglar alarm systems, access control systems, patrol services, surveillance equipment, monitoring devices, 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 or services will 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 EVTECH is not an insurer and that each Owner and occupant of any Unit/Lot and each tenant, guest and invitee of any Owner assumes all risks for loss or damage to persons, to Units/Lots and to the contents of Units/Lots and further acknowledges that EVTECH has made no representations or warranties nor has the Association, any Owner, occupant, tenant, guest or invitee relied upon any representations or 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 or services recommended or installed or any security measures undertaken within the property.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the day and year first above written:
President of Association:
Print Name: Date:
EVTECH PROPERTY MANAGEMENT (“EVTECH”).
Print Name: Date:
Additional Optional Administrative & Management Fees
The following office expenses will be charged to and become a cost of the Association and will be reimbursed to EVTECH. These office expenses shall be substantiated with back-up documentation itemizing each charge:
a. All association notices and mailings billed at the actual cost through or such similar mailing
service, as determined by EVTECH.
b. Black & White copies, envelopes and printed pages at $0.20 per page.
c. Postage at actual cost.
d. Courier services at actual cost (no charge for regularly scheduled courier between EVTECH
e. Administrative fees for litigation support services, including, but not limited to, court appearances and
preparation, production of documents, discovery, meetings with counsel, depositions, etc. only in connection
with actions/matters not arising out of or related to the negligence or intentional wrongful act of EVTECH
or not otherwise within the regular business day of the person needed to fulfill the obligation.
For example, there shall be no extra charge for meetings with the Association's attorney during a regular
business day, no matter what the topic of discussion. (billed at $75.00 per hour for staff, $100.00 per hour for
senior staff, and $150.00 per hour for any officers of EVTECH).
f. Certified mail handling fee of actual cost.
g. Any fees and costs to provide a unified communications system/resident alert system.
h. In the event the governing municipality imposes a charge for a business tax receipt, occupational license or similar charge related to EVTECH's performance of services for the Association from
association's on-site management office, the actual charge shall be paid by the Association.
i. The following office expenses may be charged to the Owner or third party:
a. Should the Association select a resident screening company which uses EVTECH to assist in
the screening process and/or the secure storage of screening reports, EVTECH may be
reimbursed by the screening company in an amount as EVTECH and the screening company
may mutually determine.
b. Without limiting the provisions of Paragraph 6.C, if the Association requests that EVTECH provide
project coordination services for special services or projects not contemplated by this Contract, EVTECH may charge as follows:
For time expended on special services and projects, the combined cost of which exceeds $15,000 per project,
• Major capital improvements that require extra time or supervision by EVTECH that
are not enumerated in this contract, at the rate of $85.00 per hour.
• For the coordination of amendments of governing documents or similar administrative project, at the rate of $50.00 per hour, billed in one-half hour increments with one-half hour minimum.
• Construction of HOA Website