PROPERTY MANAGEMENT AGREEMENT

This contract, dated the _____ day of _______, 2008, by and between YOUR ASSOCIATION, INC., hereinafter referred to as “the Association," and AMERI-TECH PROPERTY MANAGEMENT, INC., hereinafter referred to as "the Agent," obligates and binds each party in accordance with the  following terms, conditions and understandings:

The Agent is a licensed Community Association Management Company, authorized and permitted to operate in the State of Florida by the Department of Business and Professional Regulation.  The Agent has presented to the Association a proposal for management services.  The Association is an independent legal entity that has been formed and authorized to act on behalf of its members, collectively, as their governing body with respect to administration, fiscal duties, and operations of the Association in accordance with applicable Florida State Statutes and the declarations and covenants of its governing documents.

The Association desires to employ the Agent and the Agent desires to be employed by the Association to exclusively manage the Association property as follows:

1. Term.  This contract commences on the 1st day of _____, 2008, and terminates on the 30th day of _______, 2008.  The Association exclusively employs the Agent at a monthly rate of $____ per month, (__ units/$___ per door) payable in advance, and due on the first day of each month.  A payment will be deemed late and the Association in default of this requirement if any such payment is received after the 15th day of the month in which it is due.

2. Renewal and Cancellation.  This contract shall automatically renew for a one (1) year period unless written notice of cancellation is given at least 30 days prior to the expiration date of the contract.   

a. This contract may be cancelled by either party between anniversary dates without cause, provided 30 days written notice (sent certified mail, return receipt requested) is provided.

3. Agent’s Assurances.  The Agent agrees to be knowledgeable of the Association documents, Articles of Incorporation and bylaws. The Agent further agrees to be knowledgeable of all related issues concerning Community Association Management and Florida State Statutes governing community association law.  Otherwise, the Agent assumes no duties or obligations not expressed or necessarily implied herein.

4. Agent’s Services.  Agent agrees to provide the following services and perform the following duties on behalf of and in the name of the Association for the "per month" amount specified in paragraph 1 above. 

a. Fees and Assessments.  The Agent agrees to collect all monthly/quarterly dues, fees, assessments and other charges due to the Association from its members.  The Association so authorizes the Agent to request, demand and otherwise collect by such action deemed appropriate, with the Board of Directors' approval and as so authorized according to the Association Documents. Late notices shall be sent to delinquent unit owners. Liens and assessments shall be filed against delinquent members in a timely manner, with concurrence by the Board of Directors.

 b. Maintenance.  The Agent, with concurrence by the Board of Directors, may enter into such agreements as are deemed necessary to maintain the common elements and grounds to acceptable standards imposed by the Association and its documents. In cases of emergency, where life or property is in immediate danger and preservation of safety to occupants is of prime importance, the Agent may take immediate corrective action, notifying the Board of Directors of the necessary steps taken as soon as possible thereafter. All major services shall be obtained by competitive price bid, with appropriate review and consideration of price quoted vs. potential quality of service (to be provided). Any "gouging", "kick-backs" or "fraudulent bidding/contract servicing practices" shall be reported by the Agent to the proper authorities immediately.

c. Utilities.  The Agent shall enter into agreements, in the name of the Association, for essential utilities including water, electricity, telephone, extermination and/or any other services deemed necessary or advisable with concurrence by the Board of Directors.

d. Financial Reporting.  The Agent shall monitor and advise the Board of Directors of any and all normal expenditures for utilities and other consumables wherein any line item(s) exceed expected or budgeted rates of consumption. The Agent shall monitor and advise the Board of Directors of necessary renewal of such services as insurance, licenses, and any service contracts, and obtain competitive prices as may be required from time to time for same as so ordered by the Board of Directors.

e. Accounts Payable.  All invoices shall be processed in a manner so as to take advantage of any and all discounts offered, to the extent that Association's funds are available in a timely fashion, unless directed otherwise by the Board of Directors. This shall include, but not limited to all taxes, insurance, services and contract payments authorized by either the Agent or the Board of Directors.

f.  Staff.  With approval by the Board of Directors, the Agent may hire, discharge and supervise personnel deemed necessary to maintain the standards of the Community Property in accordance with the Association Documents. The Association shall reimburse any and all compensation paid by the Agent for employee services rendered by Agent to Association to include a processing fee.

g. Record Keeping.  The Agent shall maintain the official records of the Association as required by Florida Statutes and the Florida Administrative Code. The Association shall maintain the Board of Directors and Membership meeting minutes, correspondence, and such other documents as are produced to or by the Association (providing copies to the Agent where appropriate).  All stored records shall be returned to the Association as soon as practical, after year-end for permanent storage. The Agent shall maintain storage of the Association records at the option of the Association. The Association shall reimburse Agent any costs associated with storage of records.  Should the Association elect to maintain its own records, the Agent will be relieved of any and all responsibility therefore and the Association will assume exclusive responsibility for their security, integrity, availability and maintenance.

h. Rule Enforcement.  The Association Documents shall govern and the Agent shall endeavor to comply with and execute their enforcement, along with any rules and regulations established by the Association. In doing so the Agent may, with the concurrence of the Board of Directors, hire an attorney to assist in seeking their compliance and enforcement.  Both the Agent and the Association have an ongoing obligation of good faith to act in the best interests of the members of the Association and to act in concert and cooperation in furtherance of this joint obligation.

i.  Contracting.  The Agent shall act as a representative of the Association, with concurrence by the Board of Directors, in obtaining repairs and services on behalf of the Association.

j.  Bank Accounts.  The Agent, with Board of Directors' approval, shall open and maintain local bank accounts with banking institutions covered by FDIC and/or FSLIC insurance. These accounts shall be maintained separately and in accordance with accepted accounting practices, in a fiduciary capacity, and shall not be commingled with any other funds so managed by the Agent. The Agent, the Association President and the Association Treasurer shall have signature authority. The Agent may sign checks for all recurring expenses initially authorized by the Board of Directors. All non-recurring or extraordinary expenses of significant size shall have "signed invoice approval authorization" by the Board of Directors of the Association before payment is made and limited to $500.00.

k. Attendance at Meetings.  The Agent shall be represented at all regular and special Board of Director and Membership meetings as part of the Management fee (12 meetings Per Year), unless excused by the Board of Directors. The purpose of attendance is to provide guidance in the proper conduct of these meetings as well as to answer any questions posed to the Agent.  The Agent is not an independent decision maker, but does have an obligation to convey appropriate information and knowledge that lies within the Agent’s particular area of expertise.

l.  Financial Statements.  The Agent shall provide a monthly financial statement including but not limited to, Operating Statement, Budget Analysis, Balance Sheet, General Ledger, Fee Recap, Delinquent Members Report, Disbursement Report and Bank Reconciliation Statement. Also, the Agent shall provide a copy of the actual bank statement for each account. Two sets of financial statements and bank statements shall be available no later than 15 Days after the bank statement closing date.

m. Annual Budget.  The Agent shall prepare the Proposed Annual Budget Draft with the assistance of and the approval by the Board of Directors. The Agent shall provide distribution of announcements for the annual and any other required Membership meetings at no additional charge except cost (example: postage, copies, envelopes, etc.).

n. Solvency.  Pursuant to the terms of this agreement, at no time (even with Board of Directors' direction and/or approval) shall the Agent obligate the Association for payment of funds wherein no funds are available, unless provision for funds has been made in advance.

o. Inspections.  The Agent shall, at no less than weekly intervals, make an inspection of the common elements and grounds to determine if any violations to the Association Documents, Articles of Incorporation and Bylaws, or Rules and Regulations exist, and what services or action may be required (with Board of Directors approval and direction) to bring those violations into compliance with the Association Documents, Articles of Incorporation and bylaws, and Rules and Regulations.  The Agent shall consult with the Association’s designated representative(s) before taking any meaningful action unless a bonafide state of emergency exists which renders such consultation impracticable.  Should any such emergency action be undertaken absent Association consultation and consent, the Agent shall render a full and complete report in writing explaining the necessity therefore.

5. Association’s Obligations.  The Association shall be obligated to the following:

a. Insurance.  The Association, at its own expense, shall provide all necessary liability insurance, fidelity bonds and compensation insurance adequate to protect the interest of the Association and the Agent to the same extent for the purpose of insuring against such losses as would be customary of any condominium, cooperative, homeowners association or business.  The Agent shall provide its own insurance for its own benefit and that of its employees with regard to all business operations and activities off property that are unaffiliated and unconnected with that of the Association. 

b. Agent’s Fees.  The Association shall approve the agreed upon monthly management fee prepayment (see paragraph 1, page 1 above) from the Association's checking account and ensure that the duties and obligations of this Agreement are observed. 

c. Overhead.  The Association shall pay all routine postage, copies, coupon and other overhead costs associated with Association business and activities, whether incurred by itself or the Agent, in the same fashion as any business with operating costs.

d. Cash on Hand.  The Association shall establish and maintain a positive running cash balance sufficient to support the services and maintenance provided for by the approved budget.

6. Prevailing Party Fees and Costs.  In the event of a dispute regarding compliance with any or all of the provisions of this contract, the prevailing party thereof shall be entitled to all incurred costs and attorney fees (including appellate proceedings) reasonably necessary to resolve the dispute.

7. Indemnification/Hold Harmless.  The Association shall indemnify, defend and hold Agent, its officers, directors and employees harmless from all claims, demands, and suits, and their related costs and expenses regardless if Agent is at fault or not, provided Agent is acting in their capacity as property manager. This shall include, but is not limited to, reasonable attorney fees (including associates, paralegals, court reporters, private investigators, videographers, experts, etc.), of whatever nature and description, to the extent based on Association, its Board of Directors, or its members’ individual or collective acts or omissions that result in any claim.  Additionally, Association acts or omissions shall be considered to include, but not be limited to, inactions, misstatements, omissions, negligence, reckless conduct, willful misconduct, violations of law, violation of rules, violation of regulations or violation of codes of ethics with respect to this agreement or any extensions thereto to the extent that such acts or omissions subject the Agent to potential liability or cause the Agent to be involved in any legal claim caused or precipitated by the Association or Agent acting on behalf of the Association which the Agent must defend.  This provision shall survive for a period of five (5) years from date of termination.

8. Assignability.  The Agent may assign this contract with the consent of the Association, which consent shall not be unreasonably withheld.  In the event of such assignment, the Association shall maintain its rights as stipulated herein.  The Association, however, may not assign this contract without the consent of the Agent, which consent shall be conditioned upon a monetary setoff representing the anticipated lost income to the Agent.

9. Office Hours.  Normal office hours of Agent shall be 9:00 AM to 5:00 PM Monday – Friday, except for recognized legal holidays and unanticipated emergencies.  The Agent shall be available to receive emergency phone calls on a 24-hour basis, seven (7) days per week.

10.Annual Corporate Report.  The Agent shall be responsible for filing the Annual Corporate Report with the Florida Department of State in accordance with law with concurrence by the Board of Directors, and the Association shall reimburse or pay the cost of such filings.

11.Petty Cash Fund.  The President or his/her appointee may maintain a petty cash fund for miscellaneous expenditures in small amounts (no greater then $500).  Annotated receipts and ledger entries shall be retained to support expenditures.  As cash, from time to time, is nearly depleted from the account, the totaled receipts shall be submitted to Agent and a check shall be prepared for that amount, made payable to the Petty Cash fund, to replenish the Petty Cash account.

12.Construction/Litigation Management Fee.  The Agent will be entitled to a 3% (three percent) "Construction Project Management Fee" for supervising construction projects resulting from fires, sink holes, acts of terrorism, natural or manmade disasters (such as hurricanes, tornadoes, floods, sabotage, etc.), and any construction, building, property or grounds repair litigation.  Said fee will be based upon the total gross cost of the project billed to the Association.  Any additional duties or responsibilities that fall outside the parameters and requirements of this Agreement shall be separately negotiated between the Association and Agent.  This provision does not apply to typical, routine maintenance and minor repairs, but only to projects requiring the hiring of one or more licensed contractors or subcontractors and a building or construction permit. Said fee applies to project Management of $10,000.00 or more.

13. Nonsolicitation/Noncompetition.  The Association agrees that for a period of two (2) years from the last day of service provided by the Agent, to refrain from soliciting the property managers, real estate agents, loan officers, partners, employees, officers, representatives, directors, stockholders, or any corporations, sole proprietors, partners or partnerships, independent or joint ventures, limited liability companies, business entities, companies, firms or other persons who had access to or knowledge of the Agent's business records or proprietary information.  The Association agrees not to solicit, hire or contract with any of said aforementioned persons or entities without the express written consent of the Agent.  The Agent shall be entitled to seek an injunction against any violation of this provision, in addition to any claim for damages.  The Agent shall also be entitled to be paid, as liquidated damages; a sum of $5,000 for each person described herein that was induced to leave the employment of or relationship with the Agent within the time period that this provision is in effect.  There shall be an irrefutable presumption that the Association is in breach of this provision if any of the described entities or persons performs any property Management function(s) within said time period. This does not include current or independent contractors.

14.Choice of Law/Venue.  The law of Florida shall apply to the interpretation and enforcement of this Agreement, and jurisdiction and venue shall be in the courts of Pinellas County, or in the federal Middle District Court of Florida, Tampa Division.

15.Advice of Counsel.  Both parties to this Agreement have had the opportunity and sufficient time to consult with a lawyer of choice and those whose names and signatures are affixed below have the lawful authority to bind their respective parties and affiliates.

16.Severability.  If any provision or portion of this Agreement is deemed void and unenforceable, the remainder shall remain in effect.

IN WITNESS hereof, the parties execute this Agreement on the date stated above.

FOR THE BOARD OF DIRECTORS OF YOUR ASSOCIATION, INC.

_____________________________________________

_____________________________________________

FOR AMERI -TECH PROPERTY MANAGEMENT, INC

______________________________________________
Michael G Perez, President, or Authorized Agent
Addendum to Contract for Management Services

 Included in Fixed Monthly Management Fee

1) 3 Copies of Financials Monthly
2) Faxes
3) Cell Phone (Agents)
4) Onsite Inspections
5) 12 Meetings Annually
6) Enforcement of Association Documents (Violation Letters)
7) Initial Collection Notification

Additional Charge Break Down

1) Postage                                 As Required per US Postal Service
2) Copies/Envelopes              $00.10 per unit
3) Record Storage 1-Box        $25.00 per year
4) Taking Minutes*                  $50.00 per session
5) Long Distance Calls           Actual

* If the Association cannot provide an individual for taking minutes at a board meeting, Ameri -Tech will provide one at the rate indicated above.