TC Palm Q&A Column, April 23, 2017

Editor’s note:  Attorneys at Goede, Adamczyk, DeBoest & Cross, PLLC, respond to questions about Florida community association law.  The firm represents community associations throughout Florida and focuses on condominium and homeowner association law, real estate law, litigation, estate planning and business law.

Q: We are not happy with our current landscape vendor.  We already have bids from various landscape maintenance contractors and want to terminate the current vendor. Any tips?

ZM, Vero Beach.

A: The understanding of contract basics and changing vendors is largely misunderstood.  I routinely encounter situations where clients believe all contracts can be terminated with 30 days written notice. This is not the case.  A contract can be terminated as provided in the specific contract.

Thus, the first recommendation is to have the contract reviewed by a Florida licensed attorney.   In most communities, the landscape budget is a larger component of the budget, and therefore it is critical to get this right.  I have seen contracts requiring 60 days’ notice of termination with or without cause.  I have seen contracts requiring cure opportunities before a termination is effective.  I have seen contracts that distinguish between “major” breaches and “minor” breaches, each of which requiring a different response.  I have seen contracts that require both a cure period, and mediation, and then additional steps before either party can terminate the agreement.  The point is that if the Board simply terminates the agreement without following the proper procedure under the specific contract, the Board will place the Association in breach of the contract and the Association may be responsible for damages to the landscape vendor you are trying to replace.

Second, the size of your community will determine the mobilization time necessary to switch contractors.  If the size of your community requires multiple teams to handle the landscaping, the vendor will need time to hire and train the appropriate staff.  Thus, don’t rush to terminate the current vendor until you are sure the proposed vendors are mobilized and ready to go.

The third comment is not a recommendation, but a comment on a frequently asked related question.  Florida law does not permit the Board to meet in private (sometimes called executive session) to discuss or interview landscape vendors.  If a quorum of the Board is together and interviewing or discussing potential replacements, that Board meeting must be open to the membership and properly noticed.  If you are meeting with the lawyer to discuss the lawful termination and avoidance of litigation, that discussion could arguably be discussed in private with counsel, but a quorum of the Board may not review bids or discuss the potential candidates in private.

Q: My doorbell is ringing multiple times a day with candidates going door to door and campaigning for votes in our upcoming condominium election.  This is very disruptive.  Can they do this?

SB, Port St. Lucie

A:  Generally, yes, candidates in a condominium election can lawfully campaign.  I can understand how this can be frustrating, and I have heard multiple complaints where these candidates lie and mislead owners about the nature of the election and slandering other candidates.   Largely, you are charged with knowing the contents and ramifications of your vote, so one recommendation is to carefully read the candidate biographies and make an informed vote because these elections can quickly become emotionally charged and contentious.  Second, you could request the Association sponsor a number of “candidate forums” in hopes of limiting the number of door to door solicitations.

Steven J. Adamczyk Esq., is a shareholder of the law firm Goede, Adamczyk, DeBoest & Cross, PLLC.  Ask questions about your issues for future columns, send your inquiry to: question@gadclaw.com. The information provided herein is for informational purposes only and should not be construed as legal advice.  The publication of this article does not create an attorney-client relationship between the reader and Goede, Adamczyk, DeBoest & Cross, or any of our attorneys.  Readers should not act or refrain from acting based upon the information contained in this article without first contacting an attorney, if you have questions about any of the issues raised herein.  The hiring of an attorney is a decision that should not be based solely on advertisements or this column.