THIS AGREEMENT, made and entered into this 1st
day of January, 2004 by and between Bridlewood
Homeowners Association, Inc., a Florida non-profit
corporation (hereinafter sometimes referred to as the
"Association"), and Scannavino, Inc., d/b/a/ Management
and Associates (hereinafter sometimes referred to as
"Manager").
WHEREAS, the Association is the Association of a
project known as Bridlewood Homeowners Association, Inc.,
(hereinafter sometimes referred to as the
"Association"), and by the Declaration of Covenants,
Conditions and Restrictions establishing the Association and its
own Bylaws (hereinafter sometimes referred to as the
"Bylaws", is vested with certain powers and charged
with certain duties relative to the operation of the Association;
and
WHEREAS, the Association wishes to engage Manager as
its exclusive agent for purposes of managing the Association; and
WHEREAS, Manager is willing to accept such employment,
subject to the terms and conditions hereof.
NOW THEREFORE, in consideration of the mutual covenants
and agreements set forth herein, the parties hereto hereby
covenant and agree as follows:
DEFINITIONS: Definitions used herein shall
have the meanings set forth in the
Declaration of Covenants, Conditions and
Restrictions of Bridlewood Homeowners
Association, Inc., (hereinafter sometimes
referred to as the "Declaration"),
unless the context requires otherwise.
EMPLOYMENT: The Association does hereby
employ Manager as the
Exclusive Manager of the Association and Manager
hereby accepts such employment.
TERM: The term of the Agreement shall
begin on January 1, 2004
and continue for a period of twelve (12)
months.
Management Agreement – Bridlewood Homeowners
Association, Inc.
DUTIES AND AUTHORITY: Manager shall assume
all of the duties of
the Association as are authorized and designated
by its Board of Directors, (hereinafter sometimes
referred to as the "Board"), except
those powers as are specifically required to be
exercised by the Board of Directors, including
but not limited to the following:
CONFER: Confer freely and fully
with the Board of Directors of the
Association and individual unit owners as
necessary.
ASSESSMENTS: Manager shall collect
all Assessments, as prescribed by the
Association through its Board of
Directors, set up a checking, savings, or
other account or accounts with any
federally insured institution or
institutions as directed by the Treasurer
and Board, in the Association’s name
only.
DELINQUENT ACCOUNTS: Manager shall
mail notices of any delinquency
to the delinquent unit owner. Manager
shall use every effort to collect
delinquent accounts, including the
sending of notices and letters, the
making of telephone calls, and/or the
filing of liens and/or processing liens
through the Association’s attorney
if applicable, but not limited thereto.
As a standard practice, Manager shall
furnish Association with an itemized list
of all delinquent accounts, together with
a brief summary of what collection
attempts have been made, if any, with
respect to the delinquent accounts.
DISBURSEMENT AUTHORIZATION:
Manager shall make all
disbursements from Assessments collected
for normal recurring expenses as provided
in the annual budget of the Association
(hereinafter sometimes referred to as the
"Budget"), which shall be
approved in advance annually by the
Board. All non- budget expenditures shall
be made only with the prior approval of
the Board, except in cases of emergency
requiring prompt action to avoid further
loss. Notwithstanding this authority as
to emergency repairs, it is understood
that Manager will, if at all possible,
confer immediately with the Board
regarding such emergency expenditures.
FINANCIAL STATEMENTS: Manager
shall prepare a monthly financial
statement prepared on a modified cash
basis; all receipts are reported on an
accrual basis and disbursements are
reported on a modified cash basis. The
financial shows Assessments and other
cash receipts, the grouping by category
of all disbursements, net cash gain or
loss, cash on hand, and balances of
reserve accounts, if any, such to be on a
format according to and in agreement with
General Accounting Practices.
ANNUAL BUDGET: Manager, in a
timely fashion, shall prepare and submit
to the Board for approval the Budget, to be used for
determination of Assessments for the ensuing year.
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Management Agreement - Bridlewood Homeowners Association,
Inc.
MAINTENANCE: Manager, to the extent
required by the Declaration,
shall assume control of the Access Ways and
Common Parcels and be responsible for supervising
their upkeep and maintenance. Manager shall
direct, supervise, and order to be
done those
things requested by the Board which are necessary
to preserve and protect the Development in
accordance with the Declaration.
CONTRACTED SERVICES:
A. Manager is authorized to hire, discharge and supervise
employees and/or independent contractors required for the
operation and maintenance of the Development and to make all
payments for the same from the maintenance fund of the
Association, except as such authority may be subject to
review by the Board as specified herein.
B. If Association requires the services of a part time or
full time maintenance employee, all such personnel shall be
the Agent’s employees and not be employees of the
Association. All fees, taxes, FICA, Workers’
Compensation, Insurance, 5% of total payroll, administration
fees and other payable expenses on account of the
Agent’s employees shall be operating expenses of the
Association. The Association shall have on deposit with the
Agent, monies equivalent to the total budgeted payroll
expense for a period of one (1) month.
INSPECTIONS: Manager shall make regular
inspections of the common
grounds and make recommendations concerning the
common grounds.
MEETINGS OF THE ASSOCIATION: At the
direction of the Board,
Manager shall organize the meetings of the Association,
including the preparation, posting and delivery of notice of the
meetings, and the preparation of proxy forms and certificates.
Manager shall prepare the agenda for the meetings, and shall be
invited to all regular meetings of the Board and the Association.
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Management Agreement – Bridlewood Homeowners
Association, Inc.
ASSOCIATION RECORDS: Manager shall keep
all records of the affairs
of the Association, including, but not limited to
minutes of meetings, correspondence,
modifications of the Bylaws, Regulations, etc.
Manager shall also have the right, at its
discretion, to request that counsel for the
Association retain certain original records for
safekeeping.
FIDELITY BOND: Manager shall maintain a
fidelity bond on each of
Manager’s employees who handle the
Association’s funds in a reasonable amount,
in favor of Manager for the use and benefit of
the Association, or in direct favor of the
Association if such coverage is available.
LAWS: Manager shall take such action as
may be necessary to comply with all
Laws, statutes, ordinances, rules and regulations
of all applicable governmental agencies.
INSURANCE: Manager, subject to the
Board’s prior and continuing approval,
shall cause to be placed or kept in force all
insurance required in the Declaration to be kept
or placed by the Association; to act as agent for
the Association, each Unit Owner, and/or each
owner of any other insured interest; to adjust
all claims arising under insurance policies
purchased by the Association; to bring suit
thereon in the name of the Association and/or
other insured; and deliver releases upon payment
of claims. Manager shall cooperate with the Board
in investigating and reporting all accidents or
claims for damage relating to the ownership,
operation and maintenance of the common elements
of the property, including any damage or
destruction to them. Manager’s fee for
coordinating insurance and major repairs
exceeding $5,000.00 is 5% of total repair and
will be included in the actual claim.
NOTIFICATION OF EXCESS LIABILITY: In any
legal action in which the
Association may be exposed to liability in excess
of insurance coverage protecting it and the unit
owners, Manager shall give notice of the exposure
immediately to the Board and all unit owners who
may be exposed to the liability.
EXPERTS: Manager, subject to the
Board’s approval, shall retain and employ
Attorneys, certified public accounts, and such
other experts and professionals whose service may
be reasonably required by Manager in order to
perform its duties and exercise its powers
hereunder in an efficient manner. It is
specifically understood and agreed that such
experts shall be retained, employed and utilized
solely and exclusively for the benefit of the
Association, subject to the approval of the
Board, and in no event shall the services of such
experts be utilized for the sole and exclusive
benefit of Manager.
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Management Agreement – Bridlewood
Homeowners Association, Inc.
CONFLICTS: Should any of the above
conferred powers and duties conflict
With the Declaration of Covenants, Conditions and
Restrictions, or any other law, then and in that event, the
particular power or duty shall be reserved to the Board or
members of the Association and the remaining portions of this
Agreement shall be deemed and held to be valid.
ASSESSMENTS: It is specifically understood
that Manager does not undertake
to pay any expenses of the Association from its
own funds and shall only be required to perform
its services and make disbursements hereunder to
the extent that, and so long as payment received
from Assessments or other revenue, if any, of
Association shall be sufficient to pay the costs
and expenses of such services and the amount of
such disbursements. If it shall appear to Manager
that the Assessments or other revenue, if any, of
Association are insufficient to pay the same and
to adequately fund reserves, Manager shall so
notify the Association in detail of the fact and
request the Association to increase Assessments
or obtain other revenue.
MANAGER’S COMPENSATION: It is
specifically understood and agreed that
Manager shall perform all of the services
required of it hereunder, at no cost or expense
whatever to itself, but solely at the cost and
expense herein provided. As compensation fee, or
profit for its services hereunder, Manager shall
receive a net fee, free of all charges and
expense, of $4.65 per door/per month. Successive
twelve (12) month terms are subject to cost of
living expense not to exceed 5%. It is
specifically understood and agreed that this fee
does not include the costs set forth in Exhibit A
attached hereto, for which the Manager shall be
reimbursed above and beyond the fees specified
above.
TERMINATION OF AGREEMENT: This Agreement
shall be terminated
and except as to liabilities or claims which
shall have accrued or arisen prior to such
termination, all obligations hereunder shall
cease upon the happening of any of the following
events:
BANKRUPTCY, INSOLVENCY: If a
petition in bankruptcy is filed by or
against either the Association or Manager, or
if either shall make an assignment for the
benefit of creditors, either party may terminate
this Agreement by ten (10) days notice to the
other party.
7.2 TERMINATION BY NOTICE: Either party
may terminate this contract at the end of the
first twelve (12) month term, or at any time
after the first twelve (12) month term, by giving
a sixty (60) day written notice to eliminate.
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Management Agreement – Bridlewood
Homeowners Association, Inc.
7.3 NOTICE: All notice referred to and
required herein must either be
acknowledged in writing by the receiving party
(if verbal) or be given by registered or
certified mail (if written). Such notices shall
be deemed given for purposes of this Agreement
when acknowledged (if verbal) or when postmarked
(if written), and written notices shall be deemed
validly given for purposes of this Agreement when
addressed as follows:
The Association: Bridlewood Homeowners
Association, Inc.
Manager: 1050A East Lake Woodlands Parkway
Oldsmar, FL 34677
MISCELLANEOUS:
EFFECTIVE DATE: This Agreement
shall not become effective and binding
until it has been executed by all parties
hereto, and shall be dated for purposes
hereof as of the date of execution by the
Association.
ENTIRE AGREEMENT: This Agreement
supersedes and replaces any
previous written or oral agreements
between the parties pertaining to the
Association and any and all such
agreements are hereby declared to be null
and void and of no further force and
effect.
CONTROLLING LAW: This Agreement
shall be construed under the laws of
the State of Florida, regardless of where
it may have been executed or delivered.
CONSTRUCTION: This Agreement shall
not be construed more
strongly against any party, regardless of
who was more responsible for its
preparation.
AMENDMENTS: This Agreement shall
not be amended or modified, except by
an amendment in writing, executed by all
parties hereto in the same form as this
Agreement.
ATTORNEY’S FEES: In the event
that it becomes necessary for any party
hereto to engage the services of an
attorney to enforce this Agreement, such
party shall be entitled to recover from
the other, in the event such party shall
be successful in the purpose for which
such attorney was engaged, all costs
incident to such enforcement, including a
reasonable attorney’s fee and
appellate attorney’s fee, if any.
SEVERABILITY: All rights, powers
and remedies provided herein may be
Exercised only to the extent that the exercise thereof does
not violate any applicable law and are intended to be limited to
the extent necessary so that they will not render this Agreement
invalid, illegal, or unenforceable under any applicable law. If
any term of this Agreement shall be held to be invalid, illegal
or unenforceable, the validity of the other terms of this
Agreement shall in no way be affected thereby.
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Management Agreement – Bridlewood Homeowners
Association, Inc.
8.8 INDEMNIFICATION: The Association shall indemnify
and hold the Agent harmless of and from all expenses, court
costs, attorney’s fees, penalties or damages of any
kind whatsoever, incurred in connection with the management of
the property; in connection with any liability arising out of
injuries sustained by any person in or about the property; in
connection with any violation of any federal, state or municipal
law, regulation or ordinance or any claim for taxes or other
charges which may be made against the Agent by reason of the
management of the property, except when due to gross negligence
or malfeasance of Agent. The Association will carry, at its
expense, all necessary liability and Worker’s Compensation
insurance adequate to equally protect the interest of the
Association and the Agent.
PARAGRAPH HEADINGS: The paragraph headings
contained in this
Agreement are for reference purposes only and
shall not in any way affect the meaning, content
or interpretation hereof.
SUCCESSORS AND ASSIGNS: This Agreement
shall be binding upon and
inure to the benefit of the heirs, the personal
representatives, successors and assigns of the
Association, and the heirs, personal
representatives, successors and assigns of the
Management Agent.
TIME OF ESSENCE: Time is of the essence of
this Agreement.
PARTIES: Wherever used herein, the terms
Manager or the Association shall
include masculine, feminine, neuter, singular and/or plural as
the context admits or required.
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Management Agreement – Bridlewood Homeowners
Association, Inc.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed, the day and year first above written.
Signed, sealed and delivered Bridlewood Homeowners
NOTE: It is understood that the above costs may vary
from time to time based on the actual costs borne by the
Management Company related solely to those items for the
exclusive need of the Association (s) managed.