Agent will manage, operate and maintain the Common Elements and facilities of the Property as Agent of the Association under the direction of the Board and in accordance with instructions issued by said Board from time to time. Specifically, but not by way of limitation, the Agent’s duties will consist of the following:
Agent will attend, all regularly scheduled Board meetings as well as one annual meeting of the Association. Agent will assist or chair any or all meetings listed above as requested by the Board. Agent will assist in preparing agendas for meetings when requested. When directed, Agent will send formal notification of such meeting at the expense of Association, such expense not to exceed postage and copying cost. Agent will provide a management report generally informing the Board of management acts and decisions since the prior meeting. All papers, packets, and reports relating to such meeting will be delivered to the Board not less than 48 hours in advance of said meeting. Agent will not be required to record the minutes of the meetings.
Agent will assist the Board in the administration of provisions of the Association Instruments and the policies, and Rules promulgated by the Board. Agent will also assist the Board in drafting Rules and Regulations which may from time to time be needed.
Rule Enforcement/Service Request
Agent will report to the Board and upon Board directive give notice to the violator of any written complaint Agent receives pertaining to violations of the Association Instruments.
At the Board’s direction and under its control, Agent will assist in the selection of all Association insurance policies, at the Association’s expense, for the various coverage enumerated in the Association Instruments. The Agent assumes no liability for the adequacy or types of coverage. Agent will promptly investigate and make full written report as to all accidents or claims for damage relating to the management, operation and maintenance of the Association, including any damage or destruction to the Association and the estimated cost of repair and will cooperate in having made any and all repairs required by any insurance company in connection therewith. Agent will not be responsible for insurance claims or other matters which are outside the scope of Association’s coverage as defined by Association’s master or other polices of insurance as defined by its Underwriter.
Agent will provide a 24-hour, 7-day a week telephone answering service and reliable response chain for communication with Owners for emergency service within Association’s general responsibilities. Association members will be periodically advised that non-emergency calls should be directed during normal business hours. All non-emergency calls or other communications will be responded to within two (2) business days.
Agent will maintain a complete roster of Owners and permitted tenants, if any, and other data necessary to properly administer the Association’s affairs. Such roster will at all times be available to the Board. Agent will keep the corporate record book of the Association which will include all original minutes, contracts, and financial reports in chronological order. The entire original corporate record book will be returned to the Board upon its written request or upon termination of this contract.
Agent will keep the Board advised by general correspondence, if appropriate, of any business matters or obligations of the Association, including governmental matters, independent contractors, Owners and other individuals or entities with which the Association or its representatives have or should have a business relationship. Agent will also keep accurate and permanent records of all substantive correspondence. All original records will be returned to the Board upon its written request.
Agent will maintain, at Association’s expense, the Common and Limited Elements of the Association according to standards established by the Association instruments and the Board.
Agent will have its property Agent on the premises of Association not less than once per month.
Control Over Independent Contractors/Personnel
Agent will hire and discharge such independent contractors or as may be necessary to operate and maintain the Association Property. Employees who are dedicated to one Association will be employees of the Agent and classified as “Dedicated On-Site Personnel”. Dedicated On-Site Personnel will be compensated in accordance with the approved Association operating budget for that category and such compensation will be reviewed on an annual basis.
The Agent will serve as liaison between the Association and the Association’s designated attorney regarding legal matters. Notwithstanding the general categorization of the Agent as independent contractor, for purposes of any type of communication with the Association’s legal counsel, the Agent will be deemed the functional equivalent of an employee and the attorney-client privilege between the Association and its legal counsel extends to the Managing Agent.
Association/Architectural Control Committee Liaison
Agent will act as liaison for coordination, communication and correspondence with Owners for Architectural Approvals as set forth in the Association Instruments. Agent will collect appropriate information from Owners and timely submit to the Architectural Control Committee (“ACC’’) for review and decision. Upon the ACC’s determination, Agent will notify the Owners in writing of the ACC’s decision. The Agent will keep a file of all Owners and ACC actions with respect to Owners’ requests.
Agent, will at the Association’s expense, and in accordance with standards established by the Board cause the Common Elements of the Association to be maintained and repaired. Specifically, but not by way of limitation, the Agent’s duties will consist of the following:
Replacement or refurbishing any single item the expense for which will not exceed the sum of Two Thousand Dollars ($2,000.00) unless specifically authorized by the Board, excepting, however, that emergency repairs involving manifest danger to persons or property, or immediately necessary for the preservation and safety of the property, or for the safety of persons, or required to avoid suspension of any necessary service to the properties, may be made by the Agent, irrespective of the above cost limitation. Notwithstanding this authority as to emergency repairs, it is understood that the Agent will, if at all possible, confer immediately with the President of the Board regarding emergency expenditures, or if unavailable, any two Board Members.
Agent will prepare specifications for bids on contracts relating to general property maintenance and large capital improvements. Agent will fully cooperate with consultants that may be retained by the Board to draft specifications for specialized projects.
When requested by the Board, Agent will solicit bids for Board authorized contracts. The Board will select the contractor. Agent and Board will execute the contract, which will be in the name of and on behalf of the Association. Agent will provide at Association’s expense, a copy of each contract to each member of the Board immediately upon its execution.
Agent will place orders and obtain such equipment, tools, appliances, materials and supplies which are necessary to maintain the Association. All orders will be in the name of the Association.
When taking bids or issuing purchase orders, Agent will act at all times under the direction of the Board and will be under a duty to secure for and credit to the Association any discount, commissions or rebates obtainable as a result of such contract or purchase.
Primary contact with independent contractors or personnel will be through the Agent. Board will immediately notify Agent of any contact it has had with independent contractors or personnel. After selection, Agent will generally oversee the activities of the contractor, review the quality of the contractor’s workmanship, and enforce the contractual obligation and/or warranties contained therein. The Board will notify Agent in writing of any observations, complaints, suggestions etc. relating to the quality of the performance of any independent contractor or personnel.
Agent will provide periodic inspection on the cleanliness of the grounds to determine whether such are receiving adequate care.
This Agreement does not contemplate nor is the Agent responsible for or required to perform the upkeep and repair of any of the homes. Agent may perform certain building maintenance as described by the Association’s dedicatory instruments and obligations under this Agreement.
Agent will advise the Board in an attempt to operate and maintain the Association according to generally accepted industry standards and, will, if it deems necessary, make recommendations to the Board for capital improvements and other improvements that would benefit the Association.
Agent will develop and, with Board approval, administer the financial affairs of the Association and Property as described below.
At least thirty (30) days before the beginning of each new fiscal year, Agent will prepare a proposed budget setting forth an itemized statement of the anticipated receipts and disbursements for the new fiscal year based on the then current schedule of monthly revenues and expenses, taking into account the general condition of the properties. Each such budget, will be submitted to Board in a final draft at a Board meeting for its approval. The approved budget will serve as a supporting document for the assessments proposed for the new fiscal year. Agent will operate within said budget and will provide reports of any variance to the Board upon the completion of each monthly financial report. Agent may approve and process for payment invoices without approval from the Board for expenditures up to $2,000.00, as well as any payments for contracted and expected expenditures. If necessary, because of an emergency or lack of sufficient time to obtain such prior consent, Agent my pay any overrun, provided it is brought promptly to the attention of the Board.
Agent will establish and maintain operating and reserve accounts with an institution insured by the Federal Deposit Insurance Corporation and in a nature to indicate the custodial manner thereof, an account as Agent (the “Accounts”) for funds relating to the Property with Agent as the signatory. All monies deposited from time to time in the Account will be deemed to be trust funds and will remain the property of Association. Funds will be withdrawn and disbursed by Agent for the account of Association only as expressly permitted by this Agreement for the purposes of performing the obligations of Agent hereunder. No monies collected by Agent on Owner’s behalf shall be commingled with funds of Agent. Agent will reconcile these accounts monthly and report the results of such reconciliation to the Association.
Agent will check all bills and invoices received for services, materials and supplies ordered in connection with maintaining and operating the Association and Property, pay or cause to be paid from Association’s funds collected all such bills as and when it shall become due and payable.
Agent will maintain records, books and accounts, which records will be subject to examination by Association members or their authorized agents with prior notice and during normal office hours. The original of all records is deemed to be the property of the Association.
Agent will render to the Board, on or before the twentieth (20th) day of each month, a monthly statement of cash receipts and disbursements prepared in accordance with Generally Accepted Accounting Principles (GAAP), a General Ledger Report, Balance Sheet and Income Statement, a monthly budget comparison, a listing of all past due accounts, and a listing of all checks issued in the prior month, except that the final year end statement will not be submitted until all closing information is received, but not later than 60 days following year end.
Invoices will be mailed or delivered as required to the Owners showing past due balance, if any, current monthly fee and other charges and the total due. All payments not received by a specific date each month, as stipulated in the Bylaws of the Association, may be assessed an additional charge based on written Board directive, Association governing documents, or filed operational Resolution.
Routine costs of monthly billings and supplies may be billed to Association at the rates as described in the attached Fee Schedule as Exhibit A.
The Board will institute such action as may be required for the collection of delinquent monthly assessments. The Association will be responsible for legal and court costs. The Agent is not responsible nor authorized to initiate collections of delinquent accounts. In accordance with Association policy, the Agent will forward a monthly report of delinquencies to, and will fully cooperate with Association’s attorney to collect any delinquencies on behalf of the Association. Any and each action with regards to collection efforts will be billed to the Association as described in the attached Fee Schedule as Exhibit A, and then charged to the respective delinquent owner account for payment; to include but not be limited to facilitation of a payment plan, fee waiver, reminder statement, or demand letter.
Federal Filings Required
Agent will prepare for execution and filing by Association all forms, reports, and returns required by law in connection with unemployment insurance, disability benefits, Workmen’s Compensation Insurance, Social Security benefits and other similar taxes now in effect or hereinafter imposed, and also requirements relating to the employment of personnel. The Agent will not be responsible for the preparation of annual tax returns however, they will engage a qualified independent accountant to prepare such returns in the event they have received no prior direction from the Association to do so.
Owner Financial Questions
Agent’s responsibility to Owners to answer questions pertaining to the financial affairs of the Association will be limited to the account of the individual Owners. All other Owner inquiries will be referred to the Board or its accountant for response. Agent may provide copies of the current approved operating budget, general Balance Sheet, and Income and Expense Statement to an Owner upon request for any previously closed monthly report.
Annual Independent Review
The Agent will cooperate with an independent Certified Public Accountant in the performance of an audit or review which has been authorized by the Board.