PROPERTY MANAGEMENT AGREEMENT

(State of Oregon)

[// GUIDANCE:
1. This template is drafted for use by licensed Oregon Property Managers handling residential and/or commercial real property on behalf of a single Owner.
2. All bracketed text—including bracketed section options—must be customized prior to execution.
3. Review Oregon Revised Statutes (“ORS”) Chapter 696, Oregon Real Estate Agency (“OREA”) administrative rules (OAR 863-), and any local municipal ordinances before finalizing.
4. Verify that the Manager’s trust accounting platform and record-keeping procedures satisfy OREA audit standards.
]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Appointment; Scope of Authority
4. Term; Renewal
5. Manager’s Duties
6. Owner’s Duties
7. Compensation; Expenses
8. Trust Account & Handling of Funds
9. Maintenance, Repairs & Capital Improvements
10. Insurance; Risk Management
11. Representations & Warranties
12. Covenants & Restrictions
13. Default; Notice & Remedies
14. Indemnification; Limitation of Liability
15. Force Majeure
16. Dispute Resolution
17. General Provisions
18. Execution Block

1. DOCUMENT HEADER

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

a. [FULL LEGAL NAME OF OWNER], a [STATE & TYPE OF ENTITY / INDIVIDUAL], having its principal address at [ADDRESS] (“Owner”); and

b. [FULL LEGAL NAME OF MANAGER], a [STATE & TYPE OF ENTITY] duly licensed by the Oregon Real Estate Agency as a Property Manager (License No. [NUMBER]) with its principal address at [ADDRESS] (“Manager”).

Recitals
A. Owner is the fee simple owner (or duly authorized representative) of the real property commonly known as “[PROPERTY NAME / ADDRESS]” and more fully described in Exhibit A (the “Property”).
B. Owner desires to engage Manager, and Manager desires to accept such engagement, to manage, operate, control, rent, and lease the Property upon the terms set forth herein.
C. In consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. All capitalized terms not defined in this Section 2 have the meanings assigned elsewhere in the Agreement.

“Affiliate” – Any entity controlling, controlled by, or under common control with a party.
“Applicable Law” – All federal, state, and local statutes, regulations, ordinances, codes, rules, directives, and judicial orders applicable to the Property and this Agreement, including ORS Chapter 696 and OREA regulations.
“Client Trust Account” – The federally insured, interest-bearing bank account established and maintained by Manager in accordance with Section 8.1.
“Gross Collected Rents” – All amounts actually received by Manager from tenants or occupants of the Property, excluding security deposits.
“Management Fee” – The fee payable to Manager pursuant to Section 7.1.
“Services” – The management, leasing, maintenance, and ancillary services described in Section 5.
“Term” – The period specified in Section 4, including any Renewal Term.

3. APPOINTMENT; SCOPE OF AUTHORITY

3.1 Appointment. Owner appoints Manager as the exclusive agent for the operation, leasing, and management of the Property, and Manager accepts such appointment, subject to the limitations and directives contained herein.

3.2 Delegated Authority. Subject to Applicable Law, Manager is authorized to:
a. Advertise vacancies, screen applicants, negotiate, execute, and renew leases in Owner’s name;
b. Collect and account for rents and other income;
c. Serve notices, commence and prosecute eviction or collection actions, and settle or compromise claims, all in Owner’s name;
d. Enter into service, supply, or maintenance contracts not exceeding [$__] per occurrence without Owner’s prior written approval;
e. Purchase supplies and make repairs or emergency expenditures as outlined in Section 9.2; and
f. Perform all acts reasonably necessary to fulfill Manager’s duties under this Agreement.

[// GUIDANCE: Consider inserting a separate Leasing Authority Addendum if the Property is subject to specialized regulatory programs (e.g., LIHTC, Section 8).]

4. TERM; RENEWAL

4.1 Initial Term. The Term commences on the Effective Date and continues for [ONE (1) YEAR] (the “Initial Term”) unless earlier terminated in accordance with Section 13 or 16.

4.2 Renewal. The Agreement shall automatically renew for successive periods of [ONE (1) YEAR] (each, a “Renewal Term”) unless either party provides written notice of non-renewal at least [60] days prior to the expiration of the then-current Term.

5. MANAGER’S DUTIES

5.1 Leasing & Tenant Relations. Manager shall:
a. Use commercially reasonable efforts to lease units at market rents, consistent with Owner’s guidelines;
b. Comply with all fair housing, landlord-tenant, and consumer protection laws;
c. Maintain accessible records of all tenant communications.

5.2 Rent Collection & Accounting. Manager shall:
a. Timely collect all rental and other income;
b. Deposit funds into the Client Trust Account in conformity with Section 8;
c. Provide Owner with monthly statements and supporting documentation within [15] days after month-end.

5.3 Maintenance & Repairs. Manager shall:
a. Maintain the Property in habitable condition as required by OR landlord-tenant law;
b. Conduct periodic inspections (minimum [twice] annually) and provide written reports to Owner;
c. Coordinate repairs and improvements as authorized in Section 9.

5.4 Regulatory Compliance. Manager shall ensure ongoing compliance with:
a. ORS Chapter 696 licensing obligations;
b. OREA trust account and record-keeping requirements;
c. Mandatory disclosures to tenants and governmental agencies (e.g., lead-based paint, carbon monoxide, radon notices).

5.5 Records Retention. Manager shall maintain complete, auditable records for at least [6] years following the later of (i) termination of this Agreement or (ii) final disposition of all funds, in a format acceptable to OREA.

6. OWNER’S DUTIES

6.1 Funding Obligations. Owner shall maintain a minimum reserve of [$__] (the “Operating Reserve”) in the Client Trust Account or as otherwise designated by Manager.

6.2 Information & Cooperation. Owner shall provide all documents, property disclosures, and authorizations reasonably required by Manager to perform the Services.

6.3 Insurance. Owner shall procure and maintain policies described in Section 10 naming Manager and Manager’s Affiliates as additional insureds.

7. COMPENSATION; EXPENSES

7.1 Management Fee. As consideration for the Services, Owner shall pay Manager a Management Fee equal to [___ %] of Gross Collected Rents, payable monthly in arrears.

7.2 Leasing Fee. For each new tenancy procured by Manager, Owner shall pay a leasing commission of [ONE MONTH’S BASE RENT] or [____ % of annual base rent].

7.3 Maintenance Mark-Up. [OPTIONAL] Manager may charge a mark-up of [ %] on third-party maintenance invoices not to exceed [$_____] per invoice.

7.4 Reimbursable Expenses. Owner shall promptly reimburse Manager for all out-of-pocket costs incurred in connection with the Services, including court filing fees, lock-change costs, and advertising charges.

8. TRUST ACCOUNT & HANDLING OF FUNDS

8.1 Client Trust Account. Manager shall establish and maintain one or more Client Trust Accounts in a federally insured financial institution located in Oregon, titled “[MANAGER NAME], Client Trust Account, F/B/O [OWNER NAME].”

8.2 Deposits & Disbursements. All receipts collected on Owner’s behalf shall be deposited into the Client Trust Account within [five (5)] banking days of receipt and disbursed only for:
a. Property operating expenses;
b. Compensation payable to Manager under this Agreement;
c. Distributions to Owner.

8.3 Security Deposits. Manager shall hold tenant security deposits in accordance with OR landlord-tenant law and shall not commingle such deposits with operating funds.

8.4 Accounting & Reconciliation. Manager shall reconcile each Client Trust Account monthly and retain supporting documentation for audit purposes.

9. MAINTENANCE, REPAIRS & CAPITAL IMPROVEMENTS

9.1 Routine Maintenance. Manager shall cause the Property to be maintained in good order and repair, ordinary wear and tear excepted.

9.2 Emergency Expenditures. In the event of an emergency threatening life, safety, or material damage to the Property, Manager may expend sums reasonably necessary, even if such sums exceed any pre-approved limits, and shall notify Owner within [24] hours.

9.3 Capital Improvements. Capital expenditures exceeding [$__] per item require Owner’s prior written consent, except in emergencies described above.

10. INSURANCE; RISK MANAGEMENT

10.1 Owner Policies. Owner shall maintain at least:
a. Commercial general liability insurance with limits not less than [$1,000,000] per occurrence and [$2,000,000] aggregate;
b. Property insurance covering full replacement cost;
c. [If applicable] Flood insurance if the Property is in a designated flood zone.

10.2 Manager Policies. Manager shall maintain professional liability (errors & omissions) insurance with limits not less than [$1,000,000] per claim and workers’ compensation as required by law.

10.3 Certificates of Insurance. Each party shall deliver certificates evidencing required coverages upon execution and renewal.

11. REPRESENTATIONS & WARRANTIES

11.1 Mutual. Each party represents and warrants that:
a. It has full power and authority to enter into and perform this Agreement;
b. Execution of this Agreement does not violate any agreement to which it is a party; and
c. This Agreement constitutes a legal, valid, and binding obligation enforceable against it.

11.2 Manager. Manager further represents and warrants that:
a. It holds and shall maintain an active Oregon Property Manager License in good standing;
b. All personnel performing Services are properly trained and supervised; and
c. Manager is, and during the Term shall remain, in compliance with Applicable Law.

11.3 Survival. The representations and warranties set forth in this Section shall survive expiration or termination of this Agreement for a period of [one (1) year].

12. COVENANTS & RESTRICTIONS

12.1 Compliance Covenant. Each party covenants to comply with Applicable Law throughout the Term.

12.2 Non-Solicitation. Owner agrees not to solicit for employment any on-site personnel employed by Manager during the Term and for [six (6)] months thereafter without Manager’s prior consent.

12.3 Notice Obligations. Each party shall promptly notify the other of (i) any governmental inquiry, notice of violation, or claim relating to the Property, or (ii) any threatened litigation affecting the Property.

13. DEFAULT; NOTICE & REMEDIES

13.1 Events of Default. A party is in default if it:
a. Fails to make a monetary payment within [10] days after written notice;
b. Materially breaches any non-monetary provision and fails to cure within [30] days after written notice;
c. Becomes insolvent, makes an assignment for the benefit of creditors, or files for bankruptcy.

13.2 Remedies. Upon an Event of Default, the non-defaulting party may:
a. Terminate this Agreement by written notice;
b. Offset amounts due against any sums held in the Client Trust Account (Manager only);
c. Seek specific performance, injunctive relief, or any other remedy available at law or in equity.

13.3 Attorneys’ Fees. The prevailing party in any dispute arising out of this Agreement is entitled to recover reasonable attorneys’ fees, costs, and expenses, including on appeal and in bankruptcy proceedings.

14. INDEMNIFICATION; LIMITATION OF LIABILITY

14.1 Manager Indemnification of Owner. Manager shall indemnify, defend, and hold harmless Owner and its Affiliates from and against all claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of (i) Manager’s gross negligence, willful misconduct, or breach of this Agreement, or (ii) violations of Applicable Law by Manager.

14.2 Limitation of Liability. Notwithstanding anything herein to the contrary, Manager’s aggregate liability to Owner under this Agreement shall not exceed the total Management Fees actually paid to Manager during the [12]-month period immediately preceding the event giving rise to the claim.

14.3 Excluded Damages. In no event shall either party be liable to the other for consequential, incidental, special, punitive, or exemplary damages, except to the extent resulting from a party’s gross negligence or willful misconduct.

15. FORCE MAJEURE

Neither party shall be deemed in default for failure or delay in performance caused by fire, flood, earthquake, pandemic, governmental action, supply-chain disruption, or any other cause beyond its reasonable control, provided the affected party gives prompt written notice and resumes performance as soon as practicable.

16. DISPUTE RESOLUTION

16.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict-of-law principles.

16.2 Forum Selection. Subject to Section 16.3, the parties consent to exclusive jurisdiction and venue in the state courts of the County in which the Property is located.

16.3 Arbitration. [SELECT ONE]
a. ☐ The parties agree that any dispute arising under this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.
b. ☐ Arbitration is not selected; disputes shall be resolved in accordance with Section 16.2.

16.4 Jury Trial Waiver. [OPTIONAL] EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION RELATING TO THIS AGREEMENT.

16.5 Injunctive Relief. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief in any court of competent jurisdiction to prevent irreparable harm pending final resolution of the dispute.

17. GENERAL PROVISIONS

17.1 Amendments & Waivers. No amendment or waiver of any provision of this Agreement is binding unless in writing and signed by both parties.

17.2 Assignment. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other, except that Manager may subcontract routine maintenance services in the ordinary course of business.

17.3 Successors & Assigns. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.

17.4 Severability. If any provision is held invalid or unenforceable, the remainder of the Agreement shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to achieve its original intent.

17.5 Entire Agreement. This Agreement, together with Exhibits A–[__], constitutes the entire agreement between the parties and supersedes all prior agreements or understandings relating to the subject matter hereof.

17.6 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures transmitted electronically or by facsimile are binding and effective.

17.7 Notices. All notices must be in writing and delivered (i) personally, (ii) by nationally recognized overnight courier, or (iii) by certified mail, return receipt requested, to the addresses set forth in the Document Header or as later designated. Notice is effective upon receipt or refusal.

18. EXECUTION BLOCK

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

OWNER:
[FULL LEGAL NAME OF OWNER]
By: _____
Name: _____
Title: _____
Date: _______

MANAGER:
[FULL LEGAL NAME OF MANAGER]
By: _____
Name: _____
Title: _____
Date: _______

[Optional Notary Acknowledgment – attach if required for recordation or pursuant to Owner’s lender requirements.]

EXHIBIT A

Legal Description of the Property

(Attach full legal description or assessor’s parcel information.)

EXHIBIT B

Fee Schedule & Authorized Expenditures

1. Management Fee: [___ % of Gross Collected Rents]
2. Leasing Commission: [____]
3. Maintenance Mark-Up: [____]
4. Spending Limits Without Prior Approval: [____]

EXHIBIT C

Initial Operating Budget & Reserve Schedule

(Attach detailed budget.)

[// GUIDANCE: Prior to execution, confirm that the Manager’s insurance certificates list the correct additional insured language and that Owner’s lender (if any) consents to the delegation of management authority.]