HOA Management Agreement

1. Parties and recitals

This Management Agreement (the “Agreement”) is made as of [DATE] between [ASSOCIATION NAME], a [STATE] nonprofit corporation (the “Association”), and [MANAGEMENT COMPANY NAME], a [STATE] [ENTITY TYPE] (the “Manager”).

The Association is governed by a volunteer board of directors (the “Board”) and desires professional management services for the community known as [COMMUNITY NAME], consisting of [NUMBER] [homes/units] in [CITY, STATE]. The Manager represents that it is qualified, licensed where required, and insured to provide those services.

2. Term and renewal

The initial term is [ONE (1) YEAR] beginning [START DATE]. This Agreement renews only by written amendment signed by both parties — it does not renew automatically. No renewal term may increase the management fee by more than [PERCENT]% without Board approval recorded in the minutes.

Drafting note for the board: automatic multi-year renewal with unlimited fee escalation is the single most common trap in manager-drafted agreements. Strike it wherever it appears.

3. Manager's duties

The Manager shall, at the direction of the Board:

• Collect assessments, maintain the Association's operating and reserve accounts in the Association's name at a federally insured institution, and never commingle Association funds with the Manager's or any other client's funds
• Deliver a monthly financial packet by the [15th] of the following month: balance sheet, income statement vs. budget, delinquency report, bank statements and reconciliations, and paid-invoice register
• Prepare a draft annual budget for Board review at least [90] days before the fiscal year end, and support the annual audit or review
• Inspect the common areas at least [FREQUENCY] and process work orders through completion
• Solicit at least three competitive bids for any project expected to exceed $[THRESHOLD] and present them to the Board with a written comparison; the Board selects the vendor
• Attend up to [NUMBER] Board meetings and the annual meeting each year, and support notice, agenda, and minutes preparation
• Maintain the Association's official records and deliver them per Section 6
• Issue covenant-violation notices in the form and sequence the Board adopts; the Manager does not set enforcement policy
• Operate a 24/7 emergency line with the escalation procedure attached as Exhibit B

4. Authority reserved to the Board

The Board makes the decisions, chooses the contractors, and negotiates the vendor contracts; the Manager executes the Board's directives. Without a written Board resolution, the Manager shall not:

• Enter any contract binding the Association, other than routine services under $[THRESHOLD]
• Initiate or settle litigation, or engage counsel
• Spend outside the adopted budget except for a genuine emergency, capped at $[EMERGENCY CAP], with notice to the Board within 24 hours
• Set, waive, or compromise any assessment, fine, or fee
• Retain any subcontractor affiliated with the Manager

5. Compensation — all fees disclosed

The Association shall pay the Manager $[AMOUNT] per month. Exhibit A lists every other fee the Manager may charge the Association or any owner (resale documents, mailings, extra meetings, project-management percentage). Any fee not listed in Exhibit A is waived.

The Manager shall not accept any commission, referral fee, discount, rebate, or other thing of value from any vendor, contractor, or insurer in connection with the Association. Any such benefit received shall be disclosed in writing and credited to the Association. Undisclosed vendor compensation is a material breach.

6. Records and data ownership

All books, records, funds, owner data, correspondence, and electronic files relating to the Association are the Association's property. The Manager shall maintain them per [STATE] statute (see the state notes attached to this template), make them available to the Board within [5] business days of request, and deliver complete records — including accounting software exports in a usable format — within [14] days after termination, without charge and regardless of any dispute.

7. Insurance and indemnification

Throughout the term the Manager shall carry, with insurers rated A- or better:

• Commercial general liability: at least $1,000,000 per occurrence / $2,000,000 aggregate, naming the Association as additional insured
• Professional liability (errors and omissions): at least $1,000,000 per claim
• Fidelity/crime coverage covering the Manager's personnel handling Association funds: at least the greater of $[AMOUNT] or three months' assessments plus reserves
• Workers' compensation as required by law

The Manager shall deliver certificates of insurance before the start date and at each renewal, and shall give the Association [30] days' written notice of cancellation or material reduction. Each party indemnifies the other against losses arising from its own negligence or willful misconduct; the Manager's indemnity is not limited by its fee.

8. Standard of care and compliance

The Manager shall perform with the care, skill, and diligence of a professional community association manager, in compliance with the Association's governing documents and with [STATE STATUTE — SEE STATE NOTES]. The Manager shall promptly notify the Board in writing of any observed condition it reasonably believes violates law, the governing documents, or this Agreement.

9. Termination

For cause: if the Manager materially breaches and fails to cure within [30] days of written notice describing the breach, the Association may terminate immediately upon a second written notice. Misappropriation of funds, loss of required license, or undisclosed vendor compensation permit immediate termination without a cure period.

Without cause: either party may terminate on [60] days' written notice. No termination fee applies beyond fees earned through the effective date.

On any termination, the Manager shall cooperate in an orderly transition: records delivery per Section 6, transfer of funds within [7] days, surrender of keys, credentials, and access codes, and a final accounting within [30] days.

10. General provisions and signatures

This Agreement is the entire agreement and may be amended only in a writing signed by both parties. It is governed by the laws of [STATE]; venue lies in [COUNTY], [STATE]. The Manager is an independent contractor. Neither party may assign without the other's written consent. If any provision is unenforceable, the remainder stands.

ASSOCIATION: [ASSOCIATION NAME] By: ____________________ Date: ________ [NAME], President, Board of Directors

MANAGER: [MANAGEMENT COMPANY NAME] By: ____________________ Date: ________ [NAME], [TITLE]