Florida HOA boards contract with vendors for most operational surface area: landscaping, property management, pool maintenance, roof and common-area repair, security, pest control, towing, accounting. Each contract has a term, a renewal clause, a pricing schedule, and (usually) a termination notice window. Most boards sign the contract, file it, and forget it until the vendor invoices for a scope change three years later.

The forget-it pattern is exactly what generates breach-of-fiduciary claims. F.S. 720.303(1) imposes ongoing duty-of-care obligations; F.S. 617.0832 creates personal liability for director conflicts not properly cured; the declaration sets bid thresholds that annual renewals can silently exceed. Annual vendor-contract review is the operational discipline that keeps all three in order.

This post is the CAM + board playbook for the annual review. Chains the governance + fiduciary posts already in this library.

Beat 1: contract inventory

Before any review runs, the CAM + treasurer need a complete contract inventory. One row per contract. Minimum columns:

• Vendor name + legal entity
• Service category (landscaping, management, pool, etc)
• Contract term (start, end, auto-renewal)
• Annual dollar value (fixed + variable)
• Termination notice window (30/60/90 days)
• Counter-party signatory
• Board member(s) with any disclosed or potential conflict

If no inventory exists, build it first. That task alone surfaces 2-3 contracts the board didn't know were auto-renewing or that the original signatory has since left the board.

Beat 2: declaration bid-threshold check

Every FL HOA declaration contains a dollar threshold above which contracts require member approval OR competitive bidding OR both. Common patterns:

• "Contracts in excess of $10,000 require three competitive bids"
• "Multi-year contracts require member approval"
• "Contracts with related parties require full board disclosure plus member notice"

Pull the declaration + identify every threshold. Cross-check the inventory: any contract above a threshold that was NOT bid? Any multi-year contract that was NOT member-approved? Those are the live exposures. Adding a post-hoc ratification meeting does not cure the original procedural defect, but it can close the exposure going forward.

Beat 3: renewal window audit

Most vendor contracts auto-renew unless the association gives notice within a specific window (commonly 30-90 days before the term end). A renewal-window audit asks: for every contract expiring in the next 90 days, which are we renewing + which are we re-bidding + which are we terminating?

The most common failure: a contract auto-renewed into year 3 with a CPI escalator the board never reviewed. The board finds out when the invoice jumps 6%. Dispute with the vendor fails because the auto-renewal was procedurally valid. Annual review catches this before the escalator activates.

Beat 4: conflict-of-interest inventory

Per F.S. 617.0832 director conflict cure procedure, any director with a financial interest in a vendor contract must disclose + recuse. Annual review is the right cadence to refresh the conflict inventory for the full board.

For each director, ask:

• Do you hold an ownership interest in any active vendor?
• Does your spouse, parent, or child hold such an interest?
• Has any active vendor hired you, your family, or your firm as a consultant in the last 12 months?
• Do you have a material social or business relationship with any active vendor's principal?

Yes-answers get documented in the board record + referenced on any future vote involving that vendor. This is also the right time to re-train new directors on the 617.0832 cure procedure; see new board onboarding playbook for the broader onboarding workflow.

Beat 5: CAM contract special-case

If the association's community association manager operates under a CAM contract that is itself up for renewal, the conflict exposure is higher. The CAM is the person preparing the review that would potentially flag their own contract.

Best practice: the board + independent treasurer review the CAM contract without the CAM present. Pricing benchmarks against comparable-sized communities. Performance review against specific deliverables in the prior term. Any negotiation happens without the CAM drafting their own continuation paper.

Under F.S. 468.4334 CAM licensing requirements, the CAM's license + insurance + bonding must also be re-verified annually. The CAM contract renewal is the natural forcing function for that verification.

Beat 6: fiduciary-posture review per contract

For each contract continuing into the next term, the board documents:

• Is this vendor priced competitively? (Market-rate check)
• Are performance issues from the prior term resolved?
• Does the scope of work match current community needs?
• Has a conflict check been completed?

These four become the board's duty-of-care record. If a vendor contract generates a later owner complaint ("the board paid above market for unrelated reasons"), the annual review documentation is the board's evidence. A clean record makes the board fiduciary duties at F.S. 720.303(1) argument direct.

Beat 7: approval + documentation

Contract decisions from the annual review get documented via:

• Board resolution at a noticed meeting (per open-meeting + quorum rules)
• Minutes capturing the motion + vote tally + any disclosed conflicts + any dissent
• Signed contract with the renewed / new / modified terms
• Copy to the association's records per the usual records-retention schedule

A contract approval outside a noticed meeting is voidable even if it would have been approved at a proper meeting. The cost of a noticed meeting is low; the cost of litigating a void contract is high.

Beat 8: fee-shift + termination discipline

For contracts that underperformed OR that have become priced above market, the annual review is the right moment to invoke termination. The contract's termination clause controls the procedure; usually it requires a notice in writing at a specific window, and sometimes allows the vendor to cure.

If the contract contains a fee-shift clause on termination-for- cause, document the cause specifically. "Unsatisfactory performance" is not a cause; "failed to complete deliverables X, Y, Z within specified dates" is. See F.S. 720.305(1) prevailing-party fee mechanics for how the fee-shift posture plays out in any ensuing dispute.

Five annual-review failure modes

Observed patterns in breach-of-fiduciary claims + vendor disputes:

1. Contract auto-renewed past declaration threshold without bid. Association locked into 3-year contract above the $10k threshold that should have been competitively bid.
2. CAM contract self-renewed without independent review. CAM drafts continuation paper + board rubber-stamps at a meeting the CAM attends.
3. Director conflict not disclosed on vendor vote. Director's brother-in-law owns the landscaping company; director votes to renew; contract voidable, business-judgment protection forfeited.
4. Multi-year contract without member approval when declaration requires it. Board signed a 5-year pool contract; declaration requires member approval for terms > 1 year; owners discover via records request.
5. No termination discipline when performance degrades. Contract expires naturally after 5 years of underperformance; board has no fee-shift record because they never documented specific cause.

Bottom line

Vendor contract annual review is where three fiduciary-duty surfaces (720.303(1) care, 617.0832 conflicts, declaration bid thresholds) intersect with real operational practice. A board + CAM that run the review on a checklist annually catch auto-renewal drift, conflict exposure, and performance issues before they compound into litigation-scale problems. A board + CAM that sign contracts + file them accumulate all three exposures silently.

One annual meeting beat. Two hours of preparation. Saves years of downstream breach-of-fiduciary exposure.

This post is an operational walkthrough, not legal advice. For any specific vendor dispute or contract challenge, consult a licensed Florida attorney familiar with HOA contract enforcement + fiduciary-duty standards.