PROPERTY MANAGEMENT AGREEMENT

(New York Jurisdiction)

[// GUIDANCE: This template is intentionally comprehensive. Delete bracketed guidance and modify placeholders before execution.]

TABLE OF CONTENTS

I. Document Header – Title, Parties & Recitals
II. Definitions
III. Operative Provisions
    A. Appointment & Term
    B. Scope of Services
    C. Compensation & Fees
    D. Trust/Escrow Accounts
    E. Records & Inspection Rights
IV. Representations & WarrantIES
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

PROPERTY MANAGEMENT AGREEMENT (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

1. [OWNER ENTITY NAME], a [STATE & ENTITY TYPE] (“Owner”), having a principal address at [OWNER ADDRESS]; and
2. [MANAGER ENTITY NAME], a [STATE & ENTITY TYPE] (“Manager”), having a principal address at [MANAGER ADDRESS].

Recitals

A. Owner is the fee owner (or lawful lessee/sub-lessor, as applicable) of the real property and improvements commonly known as [PROPERTY NAME/ADDRESS] (the “Property”).
B. Manager is duly licensed as a real estate broker in the State of New York pursuant to Article 12-A of the New York Real Property Law, N.Y. Real Prop. Law §§ 440–443.
C. Owner desires to appoint Manager, and Manager desires to accept such appointment, to provide the Services (as defined below) upon the terms and conditions herein.

NOW, THEREFORE, in consideration of the mutual covenants and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

II. DEFINITIONS

The following terms have the meanings set forth below and are applicable throughout this Agreement. Defined terms appear in bold when first used.

“Affiliate” – With respect to any Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with such Person.

“Applicable Law” – All federal, state, county, municipal and other local statutes, laws, ordinances, rules, regulations, codes and orders, including without limitation Article 12-A of the New York Real Property Law and the regulations of the New York Department of State (e.g., 19 N.Y.C.R.R. § 175.1).

“Approved Budget” – The annual operating and capital budget for the Property approved by Owner under Section III.B.5.

“Claims” – Any and all third-party claims, causes of action, liabilities, damages, judgments, penalties, fines, costs and expenses (including reasonable attorney fees and court costs).

“Gross Receipts” – All rents and other revenues actually received by Manager on behalf of Owner in connection with the Property, excluding tenant security deposits unless and until applied.

“Management Fees” – The fees payable to Manager under Section III.C.1.

“Parties” – Collectively, Owner and Manager; each, a “Party.”

“Person” – Any natural person, corporation, limited liability company, partnership, trust, association, governmental authority or other entity.

“Services” – The property management services described in Section III.B.

[// GUIDANCE: Add additional definitions as needed for specialized assets (e.g., parking revenue, ancillary services).]

III. OPERATIVE PROVISIONS

A. Appointment & Term

1. Appointment. Owner hereby appoints Manager as the exclusive agent to manage, operate, control, lease, and maintain the Property, and Manager accepts such appointment, subject to the terms of this Agreement.
2. Term. The term shall commence on the Effective Date and continue for [INITIAL TERM] (the “Initial Term”) unless earlier terminated pursuant to Article VI. The Agreement shall automatically renew for successive [RENEWAL TERM LENGTH] periods (each, a “Renewal Term”) unless either Party gives written notice of non-renewal not less than [NON-RENEWAL NOTICE DAYS] days before the end of the then-current term.

B. Scope of Services

Manager shall perform, or cause to be performed, the following Services in a diligent, commercially reasonable and professional manner consistent with industry standards and Applicable Law:

1. Rent Collection. Bill, collect, and account for all rents and other income; issue late notices; and institute collection proceedings if directed by Owner.
2. Leasing. Market and lease units, negotiate renewals, screen prospective tenants, and execute leases in Owner’s name using forms approved by Owner.
3. Maintenance & Repairs. Arrange for routine, emergency, and capital repairs; hire vendors; and supervise work in accordance with the Approved Budget.
4. Personnel. Hire, supervise, and discharge on-site personnel as independent contractors or employees of Manager, not of Owner.
5. Budgeting. Prepare and submit to Owner, not later than [BUDGET SUBMISSION DATE], an annual operating and capital budget for Owner’s approval.
6. Financial Reporting. Provide Owner with monthly operating statements, variance reports, rent roll, aged receivables, and bank reconciliations within [X] days after each month-end, and with annual statements within [Y] days after fiscal year-end.
7. Compliance. Ensure the Property’s operation complies with all Applicable Laws, including mandatory disclosures (e.g., lead-based paint, bed bug history, window guard, smoke/CO detectors, and sprinkler system notices).
8. Emergencies. Take such actions as Manager deems necessary, without prior approval, in the event of imminent threat to life, safety, or material property damage, subject to the emergency spending cap in § III.B.9.
9. Spending Authorities.
   a. Routine Expenditures: Up to [$ ROUTINE SPENDING LIMIT] per item without prior approval.
   b. Emergency Expenditures: Up to [$ EMERGENCY SPENDING LIMIT] per occurrence.
   c. Expenditures above the foregoing limits require Owner’s prior written consent, except where legally required.

[// GUIDANCE: Insert any specialized services (e.g., affordable-housing compliance, union labor administration) here.]

C. Compensation & Fees

1. Management Fee. Owner shall pay Manager a management fee equal to [PERCENTAGE]% of Gross Receipts, payable monthly in arrears.
2. Leasing Fee. [YES/NO] If “YES,” Manager shall receive a leasing commission of [LEASING FEE % OR $] for each new lease and [RENEWAL FEE] for each renewal.
3. Additional Fees. Manager may charge the following:
   a. Construction Administration Fee: [PERCENTAGE]% of the cost of approved capital projects;
   b. Administrative Fee for legal eviction coordination: [$ AMOUNT] per occurrence.
4. Direct Reimbursement. Owner shall reimburse Manager for all reasonable, out-of-pocket expenses incurred in connection with the Services and approved in the budget.

D. Trust / Escrow Accounts

1. Establishment. Pursuant to 19 N.Y.C.R.R. § 175.1, Manager shall establish and maintain, in a financial institution located in New York State and acceptable to Owner, one or more separate, interest-bearing trust accounts (collectively, the “Trust Accounts”) titled “[OWNER ENTITY NAME] – Trust Account”.
2. Deposits. All Gross Receipts, security deposits, and other funds belonging to Owner or tenants shall be deposited into the Trust Accounts within [X] banking days of receipt.
3. Prohibition on Commingling. Manager shall not commingle Owner funds with Manager’s own funds or the funds of any other client.
4. Signatories. The Trust Accounts shall require dual signatures of (i) one authorized representative of Manager and (ii) [OPTION: Owner representative / Manager only].
5. Disbursements. Manager shall disburse Trust Account funds solely for Property expenses, Management Fees, and transfers to Owner, all as reflected in the Approved Budget or otherwise approved by Owner.

E. Records & Inspection Rights

Manager shall maintain complete books and records for at least [MINIMUM RETENTION YEARS] years and make them available to Owner, or Owner’s auditors, upon [X] business days’ prior written notice.

IV. REPRESENTATIONS & WARRANTIES

1. Mutual Authority. Each Party represents and warrants that:
   a. It is duly organized, validly existing and in good standing under the laws of its state of formation;
   b. It has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder;
   c. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action.

2. Manager Representations. Manager further represents and warrants that:
   a. Licensing. Manager (and any individual broker of record) holds a current, unexpired New York real estate broker’s license in good standing under N.Y. Real Prop. Law art. 12-A;
   b. Insurance. Manager shall maintain at all times the insurance required under § VII.C;
   c. No Conflict. Performance of the Services will not breach any agreement to which Manager is a party.

3. Owner Representations. Owner further represents and warrants that:
   a. Title/Control. Owner has legal title to, or a valid controlling interest in, the Property;
   b. Adequate Funding. Owner shall provide sufficient funds to operate the Property in accordance with the Approved Budget;
   c. Compliance. The Property complies, or will comply upon completion of any planned work, with Applicable Law (other than matters disclosed to Manager in writing).

4. Survival. The representations and warranties in this Article IV shall survive the termination of this Agreement for a period of [SURVIVAL PERIOD] years.

V. COVENANTS & RESTRICTIONS

1. Compliance with Law. Each Party shall comply with Applicable Law.
2. Notices of Violation. Manager shall promptly notify Owner in writing of any governmental notice alleging violation of law or requiring repairs/governmental action.
3. Insurance Cooperation. Owner shall cooperate with reasonable loss-control recommendations issued by Manager or insurers.
4. Non-Solicitation. During the term and for [X] months thereafter, Owner shall not solicit for employment any employee of Manager assigned to the Property.
5. Assignment. Neither Party may assign its rights or delegate its duties without the prior written consent of the other Party, except that Owner may assign to a lender for financing purposes or to a successor in interest to the Property.

VI. DEFAULT & REMEDIES

1. Events of Default. The following shall constitute an “Event of Default”:
   a. Payment Default. Failure by Owner to pay any amount due within [10] days after written notice.
   b. Performance Default. Failure by either Party to perform any material obligation, which failure continues for [30] days after written notice (or, if not reasonably curable within 30 days, failure to commence and diligently pursue cure).
   c. Insolvency. A Party’s insolvency, bankruptcy, or assignment for the benefit of creditors.

2. Remedies. Upon an Event of Default, the non-defaulting Party may:
   a. Terminate this Agreement upon [IMMEDIATE / SPECIFIED] notice;
   b. Seek injunctive relief or specific performance;
   c. Offset amounts due;
   d. Exercise any other remedies available at law or equity.

3. Attorney Fees. The prevailing Party in any dispute arising under this Agreement shall be entitled to recover reasonable attorneys’ fees and costs.

VII. RISK ALLOCATION

A. Indemnification

1. Manager Indemnity to Owner. Manager shall indemnify, defend, and hold harmless Owner and its Affiliates, and their respective officers, directors, members, partners, shareholders, employees, and agents (collectively, “Owner Indemnitees”), from and against all Claims arising out of or relating to (i) Manager’s breach of this Agreement, (ii) gross negligence or willful misconduct of Manager or its agents, or (iii) violation of Applicable Law by Manager, except to the extent caused by the negligence or willful misconduct of an Owner Indemnitee.

[// GUIDANCE: If reciprocal indemnity desired, add a parallel Owner-to-Manager clause here.]

B. Limitation of Liability

Notwithstanding any provision herein to the contrary, the aggregate liability of Manager to Owner for all Claims (exclusive of those arising from Manager’s fraud, gross negligence, or willful misconduct) shall not exceed the total Management Fees actually received by Manager during the [12] months immediately preceding the event giving rise to such liability.

C. Insurance

Each Party shall, at its own expense, procure and maintain the following insurance coverages, naming the other as an additional insured where commercially available:
1. Commercial General Liability: [$__] per occurrence;
2. Property (All Risk) covering full replacement cost of the Property (Owner only);
3. Workers’ Compensation and Employer’s Liability as required by New York law;
4. Professional/Errors & Omissions (Manager): [$__] per claim.

D. Force Majeure

Neither Party shall be liable for failure to perform its obligations (other than payment obligations) due to causes beyond its reasonable control, including acts of God, war, terrorism, epidemics, governmental orders, or labor disputes, provided the affected Party gives prompt notice and resumes performance as soon as practicable.

VIII. DISPUTE RESOLUTION

1. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict-of-laws principles.
2. Forum Selection. Subject to the arbitration election below, the Parties hereby submit to the exclusive jurisdiction of the state courts located in [COUNTY], New York for any action arising out of this Agreement.
3. Optional Arbitration. [SELECT ONE: (a) ARBITRATION ELECTED / (b) ARBITRATION NOT ELECTED]
   a. If elected, any dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The seat of arbitration shall be [CITY, NY]; the arbitral tribunal shall consist of one (1) neutral arbitrator; and judgment upon any award may be entered in any court of competent jurisdiction.
4. Jury Trial Waiver. [INCLUDE / STRIKE] EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT.
5. Injunctive Relief. Notwithstanding the foregoing, either Party may seek temporary, preliminary, or permanent injunctive relief in a state court of competent jurisdiction without posting bond (unless required by court).

IX. GENERAL PROVISIONS

1. Amendment; Waiver. No amendment or waiver shall be effective unless in writing and signed by both Parties. A waiver on one occasion shall not constitute a waiver on another.
2. Entire Agreement. This Agreement constitutes the entire understanding between the Parties with respect to the subject matter and supersedes all prior agreements.
3. Severability. If any provision is held invalid or unenforceable, such provision shall be reformed to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
4. Notices. All notices shall be in writing and deemed given when delivered (i) personally, (ii) by nationally recognized overnight courier, or (iii) by certified U.S. mail, return receipt requested, to the addresses set forth in the header (or such other addresses as designated by notice). Email alone is insufficient for notice under this Section.
5. Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts (including via electronic signature compliant with the Electronic Signatures in Global and National Commerce Act (“E-SIGN”)), each of which shall be deemed an original, and all of which together shall constitute one instrument.
6. Relationship of Parties. Manager is an independent contractor. Nothing herein shall be construed to create a partnership, joint venture, or employment relationship between the Parties.
7. Successors & Assigns. This Agreement shall bind and inure to the benefit of the Parties and their respective permitted successors and assigns.
8. Further Assurances. Each Party shall execute and deliver such further documents and take such further actions as may be reasonably requested to effectuate the purposes of this Agreement.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Property Management Agreement as of the Effective Date.

[OPTIONAL NOTARIZATION BLOCK—NY ACKNOWLEDGMENT]
State of New York, County of ___ ) ss.:
On the ___ day of _, 20_, before me, the undersigned, personally appeared ______, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the entity upon behalf of which the individual(s) acted, executed the instrument.

Notary Public

[// GUIDANCE:
1. Confirm all placeholders.
2. Tailor insurance limits, spending caps, and fee percentages to the transaction.
3. Review local rent‐regulation or affordable‐housing overlays (e.g., NYC Rent Stabilization Code) if applicable to Property.
4. Insert any lender-required clauses if the Property is subject to mortgage financing.
5. For mixed-use or commercial properties, add environmental compliance covenants (e.g., asbestos, mold).]