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MANAGEMENT AGREEMENT PRIVATE
This agreement is in the process of
being revised for Rampart Properties. The following
information is no longer relevant to the association between
Willow Greens and PBM or Rampart Properties.
THIS MANAGEMENT AGREEMENT (the
"Agreement") is made and entered into this 19th day of October,
2005 by and between THE WILLOW GREENS
HOMEOWNERS ASSOCIATION INC, a Florida corporation not for profit
(the "Association"), and Rampart Properties, a Florida corporation, (Rampart).
W I T N E S S E T H :
WHEREAS, the Association is a not for
profit corporation organized for the administration and
operation of
THE WILLOW GREENS HOMEOWNERS ASSOCIATION INC. (the
"Association"); and WHEREAS, the Association desires to employ a
managing agent for said Association; and NOW THEREFORE, in
consideration of the premises, and of the mutual covenants and
other considerations hereinafter set forth, the parties hereto
agree as follows:
1.
Definitions. The term used in this Management Agreement
shall have the meaning as set forth in the Declaration and
Chapter 720 of the Florida Statutes
unless the context otherwise requires.
2. Employment. The Association hereby employs Rampart and
Rampart hereby accepts said employment on the terms and conditions
provided for in this Management Agreement.
3. Exclusiveness. The management provided for herein
shall be exclusively performed by Rampart under the direct control
and supervision of the Association.
4. Term. The term of this Agreement shall extend from
November 1, 2005 until October 31, 2008 and thereafter shall
continue in full force and effect from
year to year with an increase in rate of 4% unless
terminated:
(a) By notice in writing given by either
party to the other not less than two
(2) months prior to the expiration of the term
of this agreement and
any renewal thereof, or
(b) In accordance with the provisions of
Paragraph 13.
5. Powers and Duties of Rampart.
(a) Rampart will designate a Property Manager for the
Association. The Property Manager shall be at the cost of Rampart
and be directly responsible to the Association's Board of
Directors for administration of Managerial services. In the
event Rampart wishes to substitute a Property Manager, the
Association agrees to accept the appointment for a probationary
period of sixty (60) days. Upon completion of the probationary
period, the Board shall advise Rampart as to whether or not the
Association wishes to have another manager assigned to the
Association and Rampart shall comply with the request within a
period not to exceed sixty (60) days.
(b) Rampart shall have a fiduciary responsibility to
the Association through its Board of Directors, and shall
have the powers of the Association under the direction of the
Association's Board of Directors in performance of the duties
provided for in this Agreement in accordance with the
Association's approved yearly budget. Rampart shall further have
the powers of the Association to monitor and enforce the rules
and regulations of the Association and such other rules and
regulations as the Board of Directors shall, from time to time,
properly adopt.
6. Services, Duties and Obligations
of Rampart. Rampart shall provide the following
services which shall include, but not be limited to:
(a) Cause the Common Elements,
including the Limited Common Elements, to
be maintained, repaired and replaced, as set forth
in the Declaration, including
interior and exterior cleaning and repairs and
alterations to plumbing, electrical
work, carpentry, painting, decorating and such other
incidental alterations or
changes therein as may be proper. Ordinary repairs,
replacements or alterations
involving an expenditure of more than $500.00 for
any one item shall be made
only with the prior written approval of the
Association. EMERGENCY
REPAIRS immediately necessary for the preservation
or safety of the Association
Property or for the safety of Unit Owners, tenants
or other persons, or required to
avoid suspension of any necessary service in or
about the Association Property,
may be made by Rampart without the prior approval of the
Association;
(b) Cause all acts and things
to be done in or about the Association as is necessary
to comply with any and all orders or requirements
affecting the premises, placed
thereon by any governmental authority having
jurisdiction thereof, subject to the
limitation with respect to the amount of expenditure
involved which requires
Association approval, as set forth in Subparagraph
(b) above, and subject also to
specific instructions from the Association not to
comply with such orders or
requirements because the Association intends to
contest same;
(c) Solicit, analyze recommend
and negotiate contracts for execution by the
Association for the services of contractors for
garbage and trash removal, vermin
extermination and other services; the purchase of
all tools, equipment and
supplies which shall be necessary to properly
maintain and operate the
Association; and make all such contracts and
purchases in the Association's name
after receipt of the Association's approval to do
so;
(d) Shall cause to be effected
and maintained to the extent obtainable with
insurance carriers selected by the Association, in
such amounts as required under
the Declaration and Chapter 720 and as the Association
shall designate in writing
recommend modifications or additional coverage,
prepare claims when required
and follow‑up payment, and act as the Association
representative in negotiating
settlement pursuant to Association instructions and to
submit to the Association
such insurance, including, but not limited to fire,
liability, workmen's
compensation and other such insurance required by the
Declaration and as the
Association may deem necessary or advisable;
(e) Make a careful inspection and
review of all bills received for services, work and
supplies ordered in connection with maintaining and
operating the Association, pay
all such bills, including but not limited to water
charges, sewer charges and
assessments assessed with respect to the Common
Elements, if any, as and when
the same shall become due and payable by making the
required disbursements for
the Association, to take advantage of all discounts on
behalf of the Association.
Rampart is hereby granted authority to make any
disbursements or expenditures
provided in the approved budget at Rampart's own
discretion.
(f) Bill Unit Owners for Common
Expenses and use its best efforts to collect same.
In this regard, the Association hereby authorizes
Rampart to make demand for all
regular and special assessments and charges which
may be due the Association
or Rampart, and to assist the Association by way of
making, recording, satisfying
and foreclosing the Association's lien therefore,
or by way of other legal process
or otherwise, as may be required for the
collection of such assessments. All
such collection procedures shall be approved by
the Association and all legal
action shall be initiated by the Association
through the Association's attorney, at
the expense of the Association;
(g) Shall reply to and, where
reasonable, attend to the complaints of the Unit
Owners or their tenants;
(h) Shall prepare and file the
necessary forms for unemployment insurance,
Social Security taxes, withholding taxes and all other
forms, reports and returns
required by any federal, state or municipal authority;
(i) Deposit all funds collected
from the Unit Owners or otherwise accruing to the
Association in a special bank account or accounts of
the Association as selected by
Rampart, (in which Rampart may be an authorized signatory) in
a bank or savings and
loan association in Pinellas County, Florida, with
suitable designation indicating
their source, separate from other funds of Rampart. In
the event interest is earned on
any account, such interest shall accrue to the benefit
of the Association;
(j) Maintain in accordance with
the Association Documents, Chapter 720 and
generally accepted accounting principles the books of
account, check books,
copies of minutes and other records of the
Association at Rampart's office;
(k) In conjunction with the
Association Documents, Chapter 720 and the
accountant for the Association, if any, shall prepare
an annual financial report of
the operations of the Association for the year then
ended. A copy of each annual
report shall be sent by Rampart to each Unit Owner;
(l) Prepare and submit at least
90 days prior to the fiscal year end to the
Association a recommended operating budget setting
forth the anticipated income
and expenses of the Association for the ensuing year;
notify the Unit Owners of
annual and all other Assessments for Common Expenses
determined by the Board
as more particularly set forth in the Bylaws.
(m) Cause a representative of its organization to
attend meetings of the Unit
Owners and of the Board. Meetings of the Board of
Directors shall be held Monday
through Thursday between the hours of 9 A.M. and 8
P.M.. Meetings shall be for a
period of not more than two (2) hours. Should the
manager and or secretary be
required to attend meetings outside of the
aforementioned times, a charge of
EIGHTY FIVE DOLLARS ($85.00) per hour and THIRTY FIVE
DOLLARS
($35.00) per hour respectively will be payable to Rampart.
The number of meetings
shall be limited to twelve per annum.
(n) Prepare and send out all
notices of Board meetings and members' meetings and
such other letters and reports as the Board may
request;
(o) Maintain records sufficient
to describe its services hereunder and such financial
books and records, in accordance with prevailing
accounting standards sufficient to
identify the source of all funds collected by it as
Manager and the disbursement
thereof. Such records shall be kept at the office of
Rampart and shall be available for
inspection by the Unit Owners at reasonable times.
These records shall be kept in
accordance with Fs 720 and the rules promulgated
thereunder. The Manager shall
perform a continual internal audit of its financial
records relative to its services as
Manager for the purpose of verifying same, but no
independent or external audit
shall be required of Rampart. The Association shall have
the right to an annual
external independent audit provided the cost thereof
and the employment of such
auditor be by the Association directly and not through
Rampart, such independent
audit shall be at the office of Rampart;
(p) Rampart shall provide the Board
5 days prior to the regularly scheduled Board
meeting (provided said meeting is held on the third
week of the month) with a set
of statements showing by month and year to date:
(i) dollar
amount of each disbursement;
(ii) the names of
the members of the Association who are delinquent in
payment of their required
contribution to common expenses and the
amount of each delinquency;
(iii) dollar
amount of common expenses collected;
(iv) dollar amount
of each disbursement as compared with budgeted
expenses by budget categories;
(v) the names and
amount of all other delinquent accounts;
(vi) Association
income;
(vii) particulars
of accounts, deposits, securities and any other
instruments respecting
investment income;
(viii) all
accounting and financial reporting which is required under the
terms of this agreement to be
provided by Rampart shall be in
accordance with generally
accepted accounting principles and
practices.
(q) Recommend to the Association
retainment or employment of attorneys,
accountants and such other experts and professionals
whose services Rampart may
reasonably require to effectively perform its duties
hereunder; and
(r) Rampart shall maintain, manage
and monitor the Common Elements operated by
the Association for the use of its members; enforce
rules and regulations as may be
established by the Association, from time to time,
concerning the use thereof; and
generally to do all things necessary and appropriate
for the beneficial use of such
facilities, subject to the direction of the
Association.
(s) Rampart shall coordinate and
administer Association approvals for sale, rent, or
lease of units as provided in Association Bylaws and
Board Actions, and use all
reasonable efforts to collect fees & fines.
(t) Rampart shall designate, subject
to the Board of Directors approval, certain bonded
employees who will be authorized to disburse funds of
the Association. All
payment by check shall require two signatures.
(u) Rampart shall monitor all
contractual work for proper compliance and
performance, receive and analyze bills for same,
recommending payment for those
deemed proper.
(v) Rampart shall maintain a complete
inventory of Association property, including
supplies, tools & equipment, verify their presence and
condition annually, with
files indicating such details. The specific services,
obligations and responsibilities
to provide maintenance and/or management to the Unit
Owners, the amount of
money to be paid, the time schedule as to how often
the services will be performed,
and the minimum number of personnel to be employed to
provide maintenance of
management services is as set forth on Exhibit A
attached hereto and made a part
hereof.
7. Reimbursed Expenses. The Association authorizes Rampart to
perform any act or do
anything necessary or desirable in order to carry out its
duties hereunder, and
everything done by Rampart hereunder shall be done as agent of
the Association and
all obligations or expenses incurred thereunder, Rampart shall
not be obliged to make
any advance to or for the account of the Association, nor
to pay any amount except
out of funds held or provided as aforesaid, nor shall Rampart
be obligated to incur any
liability or obligation unless the Association shall
furnish Rampart with the necessary
funds for the discharge thereof. If Rampart shall voluntarily
advance, for the
Association's account, any amount for the payment of any
proper obligation or
necessary expense connected with the maintenance or
Operation of the Association
or otherwise, Rampart may reimburse itself out of the first
collections from the Unit
Owners. Rampart shall confer fully with the Association in the
performance of its
duties hereunder.
8. Indemnification and Insurance
(A) The Association shall indemnify,
defend, and save Rampart harmless from all loss,
liabilities, penalties, suits or other claims in
connection with the Association
or the management thereof, including but not limited to
employment discrimination
claims, claims arising due to Rampart’s compliance with
directives from the
Association or its members, or claims of injury to any
person or property in, about,
or in connection with the Association premises, from
any cause whatsoever,
unless caused by the gross negligence of Rampart. Such
indemnity shall be provided
immediately upon prompt notice from Rampart to the
Association that Rampart has been
sued, or such claims have been made, without regard to
extent of expenses or
duration of litigation. The Association shall pay all
expenses reasonably incurred
by Rampart including, but not limited to, all damages,
penalties, attorneys’ fees, costs,
and expenses incurred to represent Rampart in regard to any
claim, proceeding,
or suit in connection with or arising out of the
management of the Association
unless caused by the gross negligence of Rampart. The
indemnity provided hereunder
shall also cover all acts performed by Rampart pursuant to
the instruction of the
Association or any of its duly authorized officers or
directors.
(B) The Association agrees to name Rampart
as an additional named insured under its
general liability, fidelity bonding, and errors and
omissions policies, with limits
acceptable to Rampart in its reasonable judgment, and
confirms that Rampart and its
employees hired pursuant to the terms of this Agreement
will be covered fully
under such policies. Within thirty (30) days of the
date on which the Association
and Rampart execute this Agreement, the Association will
deliver to Rampart a copy
of the policies referred to herein or a certificate
evidencing the coverage provided
pursuant to this Agreement. These coverages shall
survive the termination of this
Agreement.
9. Compensation. As compensation for its
services hereunder, the Association shall pay
to PROFESSIONAL BAYWAY MANAGEMENT the sum of One Thousand
Six
Hundred and Ninety ($1,690.00) per month. Such compensation
shall be payable
monthly, in advance, during the first two years of the
agreement. On the third year of
the agreement the fee will be subject to a 3% increase.
10. Office Facilities. Rampart will provide
its own office facilities, office maintenance and
office staff thereof at its own expense.
11. Normal Work Week/Holidays. The normal
work week shall be Monday through
Friday, 40 hours per week excluding holidays. At least
one Property Manager shall
be available (on call) for emergencies, including nights,
weekends and holidays. For
the purposes of this agreement Rampart shall in its own
discretion determine what
constitutes an emergency.
12. Liaison Officer. The Board shall
designate a single individual who shall be
authorized to deal with Rampart on any matter relating to the
management of the
Association. Rampart is directed not to accept directions
or instructions with regard to
the management of the Association from anyone else. In
the absence of any other
designation by the Board, the President of the
Association shall have this authority.
13. Termination.
(A) This Agreement may be
terminated with or without cause by either party at any
time during its initial term or any extension
thereof by written notice of at least
two (2) month duration, provided that with
respect to the Association giving
notice to Rampart the Board shall take the steps set
out in the order below.
(B) The Board shall submit to Rampart
in writing stated reasons why it considers that
Rampart is not fulfilling its contractual obligations
whereupon Rampart shall within a
reasonable time, not to exceed Thirty (30) days
take steps to rectify and/or
remove the cause for such stated dissatisfaction.
(C) In the event that Rampart fails to
take reasonable steps to rectify and/or remove the
stated cause for dissatisfaction, and the Board
continues to be dissatisfied with
Rampart, the Board shall call a meeting of the Board
for the purpose of considering
the termination of this agreement. In the event
the Board votes to terminate the
agreement it may to so upon providing 30 days
written notice to Rampart.
(D) Upon termination of this
Agreement:
(a) Rampart shall as
soon as possible thereafter render a final account to the
Association;
(b) Rampart shall
surrender to the Association all contracts, records, files and
other documents or information
which may be pertinent to the
continuing operation of the
Property. The Association shall provide
access to Rampart at all reasonable
times and upon reasonable notice to all
such contracts, records, files and other documents or
information
subsequent to termination of this Agreement; and
(c) The
Association shall assume the obligation of any and all contracts
which Rampart has properly made for
the purpose of arranging services to
be provided pursuant to this
Agreement.
14. Notices. Unless otherwise stated
herein, all notices which the parties hereto may
desire or be required to give hereunder shall be
deemed to have been properly
given and shall be effective when, and if, sent by
United States regular mail,
postage prepaid, addressed to the Associations'
Secretary at, 1050 Starkey Rd.
Largo, FL 33711 and to Rampart at 5901 Sun Boulevard,
Suite 203, St. Petersburg,
Florida 33715, or to such other address as either of
the parties may designate in
writing.
15. Benefit. This Management Agreement
and every provision hereof shall bind,
apply to and run in favor of the Association and Rampart
and respective successors in
interest, and may not be changed, waived or terminated
orally.
16. Severability. If any Paragraph, Subparagraph, sentence,
clause, phrase or word of
this Management Agreement shall be or is, for any
reason, held or declared to
be inoperative or void, such holding will not affect
the remaining portions of this
Management Agreement and it shall be construed to
have been the intent of the
parties hereto to have agreed without such
inoperative or invalid part therein and
the remainder of this Agreement, after the exclusion
of such parts, shall be deemed
and held to be as valid as if such excluded parts had
never been included therein.
All representations and warranties of the parties
contained herein shall survive the
termination of this Agreement. All provisions of this
Agreement that require the
Association to have insured or to defend, reimburse,
or indemnify Rampart shall
survive any termination, and if Rampart is or becomes
involved in any proceeding or
litigation by reason of having been the Association’s
manager, such provisions
shall apply as if this Agreement were still in effect.
17. Attorney's Fees. In connection with any
litigation including appellate proceedings,
arising out of this agreement, the prevailing party shall
be entitled to recover
reasonable attorney's fees and costs.
18. In the event the manager is required to
participate in any legal proceedings resulting
from the manager’s position as managing agent for the
association, including but
not limited to document production, testimony or
depositions, the manager shall be
entitled to charge its current hourly rate for said
services. This provision shall
survive the termination of the agreement.
IN WITNESS WHEREOF, the parties hereto
have executed this Agreement this 19th
day of October 2005.
Signed, sealed and delivered
the presence of:
THE WILLOW GREENS HOMEOWNERS ASSOCIATION
INC., a Florida Corporation not for profit
_____________________________
By:____________________________
Its President
_____________________________
By:____________________________
As to the
Association
Director
(CORPORATE SEAL)
PROFESSIONAL BAYWAY
MANAGEMENT
COMPANY INC., a Florida corporation
_____________________________
By:____________________________
_____________________________
As to
Rampart (CORPORATE
SEAL)
EXHIBIT “A”
The number of units constructed in THE
WILLOW GREENS HOMEOWNERS ASSOCIATION INC., are One Hundred and
Thirty (130). As set forth in Paragraph 9
of the Management Agreement, Rampart shall be entitled to collect as
compensation –Thirteen Dollars ($13) per unit, per month.
1. "On‑Site Supervisory Services".
Subparagraphs (b) and (r) of Paragraph 6 of the
Management Agreement shall be designated as "On‑Site
Supervisory Services"
and shall be allocated twenty percent (20%) of the
compensation. These services
to be performed shall be provided on a five (5) day
per week basis. At no time
shall there be less than one (1) person employed by
the manager for the purpose,
among others, of providing the services specified
therein. There shall be no
resident manager living at the Association.
2. "Administrative Services".
Subparagraphs (a), (c), (d), (e), (g), (h), (k), (l), (m),
(n), (o), (q), (r), (s), (t), (u), (v) and (w) of
Paragraph 6 of the Management
Agreement shall be designated as "Administrative
Services" and shall be allocated
forty percent (40%) of the compensation. The services
to be performed shall be
provided on an as‑needed
basis. At no time shall there be less than one (1) person
employed by Rampart for the
purpose, among others, of providing the services specified
therein.
3. "Accounting Services".
Subparagraphs (f), (g), (i), (j), (k), (l), (m), (p) and (q) of
the Management Agreement shall be designated as
"Accounting Services" and
shall be allocated forty percent (40%) of the
compensation). Certain of the services
as designated in the above paragraphs contain areas of
responsibility which will be
performed on either a weekly, monthly, quarterly or
annual basis, or more
frequently as needed in accordance with generally
accepted accounting principles,
or as may be required by any federal, state or
municipal authority.
4. "Additional Costs". The manager
shall invoice the Association monthly for
additional charges for postage, stationary, long
distance telephone calls,
photocopies and facsimile transmissions utilized or
consumed by the manager in
the performance of its' duties as specified in this
agreement and as specified on
Exhibit B.
EXHIBIT "B"
Rampart shall charge the Association, in
addition to the fees prescribed in paragraph 9 for the
following:
Postage
at cost
Envelopes
$.09 ea. #10's
$.09 ea. returns
$.12 ea. 6 x 9
Mailing
Labels
$.50 per page
Photo copies 1 to 49
copies $.18 ea.
50 to
99 copies $.14 ea.
100 or
more $.10 ea.
Fax
$1.00 per page
Telephone Long Distance
Only at cost
Notary
$2.50 per occurrence
Payroll taxes and
fees
Actual Site payroll + 30%
Special
Assessments
$4.00 first payment, $1.25 for each additional payment.
1099
preparation
$10.00 per Company
NSF
Fee
$25.00 per check
Delinquency Notices
N/C
Lien
Prep
$25.00
Sale
Processing
$25.00/app
Lease
Approvals
$25.00/app
Court appearances, mediation, arbitration,
record production and depositions
$95.00 per hour
A fee shall be charged for the
administration of catastrophe recovery renovation projects
pertaining to the repairs of the
building’s structural properties (those
repairs or projects not budgeted for), which Rampart is expected to
age manage.
.
Invoiced
amount
2.5% of contractor’s
Insurance Claim
administration
5% of claims in excess of $5,000.00 be revised annually.
*All items in bold are expenses to be paid by those requesting
the service, not the association.
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