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HenryM3 (Arizona)
Posts: 5
Posted:
We have a contract for sewer service executed on June 2004. The new board has a problem with the following 3 issues:

1. The agreement indicates the sewer vendor can increase the fees yearly up to "ten percent (15%)". Note, the letters say Ten but the numbers say 15%. The vendor has never increased more than 10%. However, now there is a need to do 15%. The Board refuses to allow the minutes from the past that have approved the 15% increased. The HOA position is to only pay 10%. The fact that a previous board on a general meeting approved and acknowledged the 15% is clear. Will the minutes clarify the discrepancy with the contract? Which one is correct?

2. The second issue on this contract is the due date. The contract says payment is due on the 10th and past due by the 25th of each month. The vendor did not bill for the first 3 months as the HOA had limited funds and no reserves. The HOA board at that time requested via a general HOA meeting reflected on the minutes; to change the due date from the 10th to the 1st and past due by the 10th before the first billing. The vendor accommodated this request. All billings have been paid by the 1st but never after the 10th. The new Board paid the bill by the 24th and refused to pay a late fee. The new Board says that they are going by the original contract and they are not considering what the minutes reflect. This board has been informed by former Board members from that time about the changed of due date... Is the HOA liable for the late fee?

3. The CCR&R's have a mandatory 2 years construction clause for any vacant lot owner. This clause was considered when the contract of the sewer vendor was negotiated. The vendor knew that after X number of months, the vacant lots will have to be built or they will be in violation and fees and fines will apply. The Contract with the sewer vendor indicates that lots will be assessed a sewer fee upon a certificate of occupancy is issued. This has not happened with several lots because the lot owners never built within the time frame allowed. The HOA gave these lot owners around 2 years extension to built. Eventually, the Board on a general HOA meeting documented by the minutes; gave the lot owners 6 more months to start paying full HOA fees that would include the sewer fees. This is after 2+ years in violation of the 2 years construction clause. The new Board members feel the HOA should not continue to pay sewer fees on the vacant lots because the contract clearly specifies this will occurred upon securing a certificate of occupancy. Again, the Board is ignoring the minutes on this issue that clearly approved the payment of sewer on these vacant lots... is the Board wrong?

The contract was never modified to reflect these changes because the minutes are clear...

Thank...
HenryM3 (Arizona)
Posts: 5
Posted:
Quote:
Posted By HenryM3 on 04/02/2011 2:57 PM
We have a contract for sewer service executed on June 2004. The new board has a problem with the following 3 issues:

1. The agreement indicates the sewer vendor can increase the fees yearly up to "ten percent (15%)". Note, the letters say Ten but the numbers say 15%. The vendor has never increased more than 10%. However, now there is a need to do 15%. The Board refuses to allow the minutes from the past that have approved the 15% increased. The HOA position is to only pay 10%. The fact that a previous board on a general meeting approved and acknowledged the 15% is clear. Will the minutes clarify the discrepancy with the contract? Which one is correct?

2. The second issue on this contract is the due date. The contract says payment is due on the 10th and past due by the 25th of each month. The vendor did not bill for the first 3 months as the HOA had limited funds and no reserves. The HOA board at that time requested via a general HOA meeting reflected on the minutes; to change the due date from the 10th to the 1st and past due by the 10th before the first billing. The vendor accommodated this request. All billings have been paid by the 1st but never after the 10th. The new Board paid the bill by the 24th and refused to pay a late fee. The new Board says that they are going by the original contract and they are not considering what the minutes reflect. This board has been informed by former Board members from that time about the changed of due date... Is the HOA liable for the late fee?

3. The CCR&R's have a mandatory 2 years construction clause for any vacant lot owner. This clause was considered when the contract of the sewer vendor was negotiated. The vendor knew that after X number of months, the vacant lots will have to be built or they will be in violation and fees and fines will apply. The Contract with the sewer vendor indicates that lots will be assessed a sewer fee upon a certificate of occupancy is issued. This has not happened with several lots because the lot owners never built within the time frame allowed. The HOA gave these lot owners around 2 years extension to built. Eventually, the Board on a general HOA meeting documented by the minutes; gave the lot owners 6 more months to start paying full HOA fees that would include the sewer fees. This is after 2+ years in violation of the 2 years construction clause. The new Board members feel the HOA should not continue to pay sewer fees on the vacant lots because the contract clearly specifies this will occurred upon securing a certificate of occupancy. Again, the Board is ignoring the minutes on this issue that clearly approved the payment of sewer on these vacant lots... is the Board wrong?

The contract was never modified to reflect these changes because the relationship with previous Boards and the fact the minutes are clear...

Thanks...

JanetB2 (Colorado)
Posts: 4,219
Posted:
Hi Henry:

I am not sure if anyone here is well versed in your states contract laws. The only reason I say this is usually we all try to answer everyone's questions as quickly as possible.

I just wanted to let you know that in essence your questions here are items which really need to potentially be addressed with an attorney. You are discussing contracts outside of your CCR’s and HOA State Statutes and which none of us on this website can view ourselves. The vast majority of us are just homeowners who live and volunteer to serve our HOA communities, and advice is based on that knowledge and the various state laws regarding HOA’s.

I just want you to know that nobody has meant to potentially ignore your questions, they are just essentially questions which many of us who participate on this website may not be equipped to answer.

If you have any questions regarding your states HOA statutes and your HOA documents, please let us know and we will attempt to help if at all possible.

RogerB (Colorado)
Posts: 5,067
Posted:
Henry, to modify the contract takes more than approval of the HOA. It also takes approval of the contractor. IMO, best practices dictates that all changes to the contract should be an amendment to the contract in writting signed by both parties after there is an approved vote by the Board which is recorded in the minutes.
HenryM3 (Arizona)
Posts: 5
Posted:
Hi Janet;

I understand this is more about contract law. However, if the HOA on general meeting approved those changes and pays on it, is it right for a new board to say don't pay as the contract was never amended, disregarding the minutes and actions taken by previous board?
HenryM3 (Arizona)
Posts: 5
Posted:
Hi Roger;

It is clear that both parties failed to amend the contract to reflect these changes. However, the contractor has accepted them and the HOA has been making payments according to the decisions previously approved during the general meetings. The question is if the minutes can served as sufficient document for the HOA to act on them? The HOA has been paying as agreed until this new board that is now challenging because the contract was not amended. The new board is not validating the minutes from that time. Should the minutes stand?
JanetB2 (Colorado)
Posts: 4,219
Posted:
Let me give you a potential scenario …

If the HOA does not abide by what the previous board agreed and the company takes the HOA to court regarding these issues … the company attorney during disclosure can request all association documents such as meeting minutes, financial info, telephone records, etc., etc., etc.

If the information was properly voted and agreed to in the minutes, depending on your state laws regarding contracts a court could potentially find that the HOA was violating their agreement. This potentially could be the scenario as they have a contract and the contract has minor errors so it will just depend on what a court determines is correct per agreements. Also, according to your financial information it will show that the HOA has been abiding by the mutual agreement in the past, so the new board will be asked why they are now not abiding when they did abide in the past (previous board set precedence). So … if you were a judge or jury and minutes and financials were allowed to be presented what would your verdict be regarding the situation?

What I am having a hard time understanding is why the new board would want to get into a tussle with a company that per your statement: The vendor did not bill for the first 3 months as the HOA had limited funds and no reserves. It appears that this company in the past has bent over backwards to assist the HOA, so now in the future they potentially will not be so accommodating because maybe the HOA is not as trustworthy in their opinion.

JanetB2 (Colorado)
Posts: 4,219
Posted:
Henry:

BTW … the current board also needs to consider that in the future this contract is going to potentially come up for renewal. Therefore, unless they have another company who can provide the service they will be negotiating with the current company. How accommodating the company will be regarding the new contract will possibly depend on how they are currently treated by the HOA.

Something to consider and think about ...

HenryM3 (Arizona)
Posts: 5
Posted:
Janet,

The current Board said that all functions of the HOA will be handled per CC&R's and/or contracts. It does not make sense the position of this Board. We had a regular meeting yesterday and discussed these items on detail. The Board position remains. It was even indicated that meetings occurred to make decisions and minutes to document those decisions. They are still ignoring these facts. It appears the Board member has a personal agenda against the contractor and is putting the HOA in a potential path for litigation on simple issues.

I thank you very much for your input...

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