MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT, dated as of the 1st day of October, 1985, is entered
into by and between Colonial Storage Management 85, Inc., a Texas corporation
("CSM") and Balcor/Colonial Storage Income Fund - 85, an Illinois limited
partnership (the "Partnership").
WHEREAS, the Partnership intends to acquire and operate certain existing
mini-warehouse facilities identified in Schedule I attached hereto and
incorporated herein by this reference (each such mini-warehouse facility being
referred to as a "Property" and, collectively, as the "Properties"); and
WHEREAS, it is the intention of the Partnership that the Properties be rented
on a rental unit by rental unit basis to corporations, partnerships,
individuals or other entities for use primarily as storage facilities for
personal and business use; and
WHEREAS, the Partnership desires to employ CSM to manage the Properties and CSM
desires to accept said employment, all in accordance with the terms and
conditions of this Agreement as hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants, promises,
representations and warranties contained herein, the adequacy and accuracy of
which is hereby acknowledged, the parties hereto hereby agree as follows:
SECTION I
EMPLOYMENT
1.1. Employment and Term. The Partnership hereby employs CSM and CSM hereby
accepts such employment as manager of the Properties for a period of twenty
(20) years from the date hereof (or until such Properties are sold) upon the
terms and conditions hereinafter set forth.
1.2. Other Business. The Partnership acknowledges and expressly agrees that CSM
and its affiliates intend to engage in the business of managing mini-warehouse
and other facilities both for their own account and for others (whether or not
such other facilities may be in direct or indirect competition with the
Partnership). It is further expressly agreed that CSM and its affiliates may in
the future engage in other businesses which may compete directly or indirectly
with the activities of the Partnership.
1.3. Independent Contractor. In the performance of its duties under this
Agreement CSM shall occupy the position of an independent contractor with
respect to the Partnership. Nothing contained herein shall be construed as
making the parties hereto partners or joint venturers nor, except as expressly
otherwise provided for herein, construed as making CSM an agent or employee of
the Partnership.
SECTION II
DUTIES AND AUTHORITY OF CSM
2.1. General Duties and Authority. Subject only to the restrictions,
limitations and covenants provided in Paragraphs 2.2, 2.3 and 2.4 of this
Section II and the right of the Partnership to terminate this Agreement as
provided in Section VI hereof, CSM shall have the sole and exclusive authority
to fully and completely supervise the Properties and supervise and direct the
business and affairs associated with or related to the daily operations thereof
and, to that end, to cause or direct the Partnership to execute such documents
or instruments and hire or discharge such employees as, in the reasonable
judgment of CSM, may be deemed necessary or advisable. Such duties and
authorities shall include, but not be limited to, the following:
(a) Renting of the Properties. CSM shall establish policies and procedures
for directing the marketing activities of Partnership employees. CSM shall
have the sole discretion, which discretion shall be exercised in good
faith and consistent with reasonable business practices in the locality
where each property is situated, to establish the terms and conditions of
occupancy by the lessees of rental units in Properties. CSM is hereby
authorized to direct and control Partnership employees in entering into
rental agreements on behalf of, in the name of and for the account of the
Partnership with such lessees and in collecting rent from such lessees.
CSM shall cause the Partnership to advertise in such media and to the
extent it deems necessary and appropriate.
(b) Repair, Maintenance and Improvements. CSM shall make and execute, or
supervise and have control over the making and executing of, all decisions
concerning the acquisition of furniture, fixtures and supplies for the
Properties, and the purchase, lease or other acquisition of the same on
behalf of, in the name of and for the account of the Partnership. CSM
shall make and execute, or supervise and have control over the making and
executing of, all decisions concerning the maintenance, repair and
landscaping of the Properties; provided, however, that nothing contained
herein shall preclude the Partnership from requiring maintenance and/or
repairs in addition to those recommended by CSM. All costs incurred in
connection therewith shall be on behalf of, in the name of and for the
account of the Partnership. With the prior written approval of the
Partnership, CSM or Partnership employees acting pursuant to CSM's
direction shall, on behalf of, in the name of and for the account of the
Partnership, negotiate and contract for, and supervise the installation
of, all capital improvements relating to the Properties.
(c) Personnel. CSM or Partnership employees acting pursuant to CSM's
direction shall select all vendors, suppliers, contractors, subcontractors
and employees with respect to the Properties and shall hire, discharge and
supervise all labor and employees required for the operation (including
xxxxxxxx and collections) and maintenance of the Properties, including
attorneys, accountants, consultants and clerical employees. All such acts
shall be on behalf of, in the name of and for the account of the
Partnership and any employee so hired shall be carried on the payroll of
the Partnership and shall not be deemed to be an employee of CSM.
Employees of the Partnership may include, but shall not be limited to,
regional managers, resident managers, assistant managers, relief managers
and administrative and clerical personnel. Where appropriate, CSM may
cause the Partnership to hire employees of CSM (other than CSM's executive
officers and directors) on a reasonable hourly rate basis (not to exceed
the rate otherwise payable to such employees by CSM) to perform the
necessary management, administrative and clerical services. In such event,
salaries of such personnel payable by CSM may be reduced correspondingly.
All personnel employed by the Partnership in connection with the foregoing
shall be supervised by CSM.
CSM and its employees shall be responsible for the disbursement of
Partnership funds in payment of all expenses incurred in connection with
the operation of the Properties. CSM shall be separately reimbursed for
the direct cost of furnishing such services, but shall not be reimbursed
for the time of its executive officers and directors devoted to
Partnership affairs.
(d) Agreements. CSM and Partnership employees acting pursuant to CSM's
direction shall negotiate and execute on behalf of, in the name of and for
the account of the Partnership such agreements as CSM deems necessary or
advisable for the furnishing of utilities, services, concessions and
supplies and for the maintenance, repair and operation of the Properties
and such other agreements as may benefit the Properties or be incidental
to the matters for which CSM is responsible hereunder.
(e) Other Decisions. CSM shall have control over the daily operation of
the Properties.
(f) Regulations and Permits. CSM shall use its best efforts to cause all
things to be done on behalf of, in the name of and for the account of the
Partnership on the Properties necessary to comply with any statute,
ordinance, law, rule, regulation or order of any governmental or
regulatory body having jurisdiction over the Properties with respect to
the use of the Properties or the construction, maintenance, or operation
thereof, and with all orders and requirements of the local Board of Fire
Underwriters or any other body which may hereafter exercise similar
functions. CSM shall cause the Partnership to apply for and attempt to
obtain and maintain on behalf of, in the name of and for the account of
the Partnership all licenses and permits required or advisable (in CSM's
sole judgment) in connection with the management and operation of the
Properties.
(g) Accounting. CSM shall establish, supervise, direct and maintain the
operation of an accounting system and shall cause to be prepared and
delivered to the Partnership, at the Partnership's expense, financial
statements as follows:
(i) On or before thirty (30) days after the close of each calendar
month, a statement of operations showing the results of operation of
each of the Properties for such month and of the fiscal year to date
having annexed thereto a computation of the Property Management Fee,
as such fee is defined in Section IV of this Agreement, for such
month and for the fiscal year to date.
(ii) On or before sixty (60) days after the close of the fiscal year,
a balance sheet and related statement of operations showing the
result of the operations of the Properties during the fiscal year,
both audited and reported on by an independent certified public
accounting firm approved by and retained on behalf of, in the name of
and for the account of the Partnership by CSM and having annexed
thereto a computation of the Property Management Fee for such fiscal
year. Fees for the independent certified public accounting firm shall
be borne by the Partnership.
(h) Deposits and Disbursements. CSM shall cause the establishment of bank
accounts insured by the Federal-Deposit Insurance Corporation in the name
of the Partnership and shall deposit therein all receipts and monies
arising from the operation of the Properties or otherwise received for and
on behalf of the Partnership. CSM shall disburse Partnership funds from
said accounts on behalf of, in the name of and for the account of the
Partnership in such amounts and at such time as disbursement of such
revenues for payment of payroll and other obligations of the Partnership
is required. CSM shall establish and be responsible for administering a
policy for specifying the identity of signatories to the Partnership's
bank accounts and establishing the number of signatures required for
checks of various amounts. Expenses for deposits and disbursements shall
be borne by the Partnership.
(i) Collections. CSM shall supervise and direct personnel in the
collection and billing of all accounts payable and due to the Partnership
with respect to the Properties and shall be responsible for establishing
policies and procedures to minimize the amount of bad debts. Expenses of
collections shall be borne by the Partnership.
(j) Legal Actions. CSM shall cause to be instituted on behalf of, in the
name of and for the account of the Partnership any and all legal actions
or proceedings CSM deems necessary or advisable to collect charges, rents
or other income due to the Partnership with respect to the Properties or
to oust or dispossess lessees or other persons unlawfully in possession
under any lease or otherwise, and to collect damages for breach thereof,
or default thereunder by such lessee or other occupant. The cost of all
such legal actions or proceedings shall be borne by the Partnership.
(k) Insurance. CSM shall use its best efforts to assure that there is
obtained and kept in force fire, comprehensive, liability and other
insurance policies in amounts and from carriers approved by the
Partnership and in amounts generally carried with respect to similar
facilities. CSM shall also obtain and maintain in force on behalf of the
Partnership such additional insurance with respect to the Properties as
the Partnership shall from time to time instruct. All insurance expenses
shall be borne by the Partnership.
(l) Taxes. CSM shall disburse from Partnership funds when due or in
installments (where allowed) all taxes, personal and real, and assessments
properly levied on the Partnership with respect to the Properties on
behalf of, in the name of and for the account of the Partnership. CSM
shall use its best efforts to assure that the Partnership maintains and
implements a procedure for review by Partnership employees of all amounts
assessed on the Properties. All expenses for the disbursement of taxes
shall be borne by the Partnership.
(m) Budget and Reports. CSM shall submit to the Partnership on or before
December 31 of each calendar year during the term hereof an annual budget
containing an estimate of the projected income (including rent increases
and when same, if any, are scheduled) and necessary expenditures during
the forthcoming calendar year in connection with the management and
operation of the Properties by CSM on behalf of the Partnership. CSM shall
also provide to the Partnership such periodic reports concerning the
management and operation of the Properties by CSM as the Partnership may
reasonably request.
2.2. Restrictions. Notwithstanding anything to the contrary set forth in this
Section II, CSM shall not be required to do, or cause to be done, anything for
the account of the Partnership (i) which may make CSM liable to third parties,
(ii) which may not be commenced, undertaken or pleaded because of insufficient
funds available on the accounts of the Partnership established pursuant to this
Section II after reasonable request from CSM to the Partnership, (iii) which
may, under applicable law, constitute an impermissible delegation of duties and
responsibilities, including but not limited to the purchase or construction of
capital improvements, the sale or disposition of all or substantially all of
the Partnership's assets, and any action which may result in a change in the
Partnership's primary business, (iv) which cannot be done because of acts of
God, strikes, governmental regulations or laws, acts of war or other types of
events beyond CSM's control, whether similar or dissimilar to the foregoing, or
(v) which would violate the terms of the Agreement and Certificate of Limited
Partnership, any other agreement known to CSM by which the Partnership may be
bound, or that certain Registration Statement No. 95752 on Form S-11, as
amended from time to time, filed with the Securities and Exchange Commissions
and declared effective on June 11, 1985 (the "Registration Statement").
2.3. Limitations on CSM's Authority. Notwithstanding anything to the contrary
set forth in this Section II, CSM shall not, without obtaining the prior
written consent of the Partnership, (i) alter the buildings or other structures
on the Properties in any material manner, (ii) make any arrangements for a term
exceeding one (1) year which are not terminable on thirty (30) days notice at
the will of the Partnership, without penalty, payment or surcharge, or (iii)
incur any unbudgeted expenditure of Partnership funds in excess of Five
Thousand Dollars ($5,000) on any Property without the prior approval of the
Partnership.
2.4. Covenants. Notwithstanding anything to the contrary set forth in this
Section II, CSM hereby covenants to use its best efforts to assure that the
Partnership does not derive any revenues or income from or for (i) the sale of
locks and keys to lessees of rental units in the Properties; (ii) lease
application or credit check fees collected from prospective lessees of rental
units in the Properties; (iii) vending machine or concessionaire operations on
the Properties; (iv) maintenance charges assessed against lessees of rental
units in the Properties in addition to the basic rent paid by such lessees
(other than amounts received as payments for damages caused by a lessee, which
amounts shall be treated as additional rents); or (v) the provision of parking
facilities on the Properties, other than the rental of a parking space subject
to a month-to-month lease. CSM further covenants that it will operate the
Properties in a manner similar to that in which affiliates of CSM have
typically operated other mini-warehouse facilities and that the services to be
provided to lessees of rental units in the Properties will not exceed those
customarily rendered in connection with the rental of mini-warehouse
facilities.
SECTION III
DUTIES OF THE PARTNERSHIP
The Partnership hereby agrees to cooperate with CSM in the performance of its
duties under this Agreement and, to that end, upon the request of CSM, to
provide reasonable temporary office space for CSM's employees on the premises
of the Properties, to give CSM access to all files, books and records of the
Partnership relevant to the Properties and to execute all documents or
instruments and hire and discharge such employees as CSM in its good faith
judgment deems reasonably necessary or advisable to enable it to fulfill its
duties under this Agreement. Such employees shall include, but not be limited
to, regional managers, resident managers, assistant managers, relief managers
and administrative and clerical personnel. It is understood and acknowledged
that some or all of such employees may be employed part-time by the Partnership
and part-time by CSM or its affiliates and/or by owners of other mini-warehouse
or other facilities managed by CSM, some of which may compete with the
Properties.
SECTION IV
COMPENSATION TO CSM
4.1. Property Management Fee. The Partnership shall pay CSM, as the full amount
due for the services herein provided which are actually rendered by CSM
pursuant to this Agreement, a Property Management Fee equal to six percent (6%)
of the "Gross Revenue" derived from or connected with the Properties so long as
the Partnership owns the Properties, but not exceeding that customary for
similar property management and leasing services in the relevant geographical
area. In the event the Partnership consents to a net lease for a term of ten
(10) or more years on any Property, the compensation otherwise payable to CSM
shall be reduced to one percent (1%) of the "Gross Revenue" derived from or
connected with such Property, except for a one time initial leasing fee of
three percent (3%) of the "Gross Revenue" on such lease payable over the first
five (5) full years of the original term of the lease. The term "Gross Revenue"
shall mean all receipts (excluding security deposits, unless and until the
Partnership recognizes such security deposits as income, and amounts received
as payments for damages by lessees) of the Partnership (whether or not received
by CSM on behalf of, in the name of or for the account of the Partnership)
arising from the operation of the Properties in the ordinary course of business
including, but not limited to, rental payments of lessees of rental units of
the Properties and all other funds, whether or not otherwise described herein,
paid for the use of the Properties. Gross Revenue shall be determined on a cash
basis. The Management Fee for each month shall be paid on or before 30 days
after the close of such month and shall be calculated on the basis of Gross
Revenue for such month.
4.2. Subordination. Fifty percent (50%) of the Property Management Fee
otherwise payable to CSM pursuant to Paragraph 4.1 shall be subordinated to the
prior receipt by Limited Partners of the Partnership of a "Special
Distribution" of eight percent (8%) during the first twelve (12) month period
after termination of the public offering of limited partnership interests in
Balcor/Colonial Storage Income Fund - 85 pursuant to the Registration
Statement, nine percent (9%) during the second twelve (12) month period and ten
percent (10%) during each twelve (12) month period thereafter. If and to the
extent required to accomplish the subordination of its Property Management Fee
as required by this Paragraph 4.2, CSM hereby agrees that it shall annually
refund to the Partnership any payments theretofore received by CSM which are
required to be subordinated by the terms hereof. If the receipt of any portion
of CSM's Property Management Fee has been subordinated to the Limited Partners
"Special Distributions", such amount shall be deferred and paid to CSM, without
interest, from and only to the extent of the "Net Cash Proceeds" of the
Partnership remaining after distributions of such "Net Cash Proceeds" to the
Limited Partners in an amount equal to their "Original Capital" plus any
deficiency in their "Special Distributions" and a twelve percent (12%)
"Cumulative Distribution." The terms "Special Distribution," "Net Cash
Proceeds," "Original Capital" and "Cumulative Distribution" shall have the same
meaning in this Paragraph 4.2 as defined in the Registration Statement, as from
time to time supplemented or amended.
4.3. Employees Compensated by Partnership. It is understood and agreed that the
Property Management Fee payable to CSM will be in addition to, and shall not be
reduced by, the cost to the Partnership of employing or engaging those
employees and independent contractors engaged by or for the Partnership,
including, but not limited to, the categories of personnel specifically
referred to in Paragraph 2.1(c).
SECTION V
USE OF TRADEMARKS, SERVICE MARKS
AND RELATED ITEMS
It is understood and agreed that the name, trademark and service xxxx,
"Colonial Self Storage" and related trademarks, service marks, slogans,
caricatures, designs and other trade or service items shall be utilized for the
non-exclusive benefit of the Partnership in the rental and operation of the
Properties, and in comparable operations elsewhere. It is further understood
and agreed that this name and all such trademarks, service marks, slogans,
caricatures, designs and other trade or service items shall remain and be at
all times the property of CSM or its affiliates, and that, except during the
term hereof, the Partnership shall have no right whatsoever therein. Upon
termination of this Agreement, at any time or for any reason, all such use by
and for the benefit of the Partnership of any such name, trademark, service
xxxx, slogan, caricature, design or other trade or service item in connection
with the Properties shall, in any event, be terminated and any signs bearing
any of the foregoing shall be removed from view and no longer used by the
Partnership. It is understood and agreed that CSM will use and shall be
unrestricted in its use of such name, trademark, service xxxx, slogan,
caricature, design or other trade or service item in the management and
operation of mini-warehouse and other facilities both during and after the
expiration of the term or the termination of this Agreement. CSM represents and
warrants that CSM has the right to the non-exclusive use of the name, trademark
and service xxxx "Colonial Self Storage" and hereby agrees to indemnify and
defend the Partnership and its general partners from any and all costs,
expenses, attorneys' fees, suits, liabilities, judgments, damages and claims
arising in connection with any claim that the use of the name, trademark and
service xxxx "Colonial Self Storage" infringes the name, trademark or service
xxxx of any other person.
SECTION VI
TERMINATION
Upon sixty (60) days written notice to CSM pursuant to Section XI hereof, the
Partnership may terminate this Agreement with or without cause. Upon two
hundred seventy (270) days written notice to the Partnership pursuant to
Section XI hereof, CSM may terminate this Agreement with or without cause. This
Agreement shall automatically terminate in the event Colonial Storage 85, Inc.,
an affiliate of CSM, shall voluntarily withdraw as a general or limited partner
of the Partnership.
SECTION VII
INDEMNIFICATION
The Partnership hereby agrees to indemnify and hold CSM and its executive
officers, directors, employees and affiliates harmless from any and all costs,
expenses, attorneys' fees, suits, liabilities, judgments, damages and claims
arising from the Partnership's breach of this Agreement or in connection with
the management of the Properties (including the loss of the use thereof
following any damage, injury or destruction) arising from any cause except for
the willful misconduct, negligence or negligent omissions on the part of CSM or
its executive officers, directors, employees or affiliates. CSM and its
executive officers, directors, employees and affiliates also shall not be
liable for any error of judgment or for any mistake of fact or law, or for
anything which it may do or refrain from doing hereinafter, except in cases of
willful misconduct or negligence. CSM and its affiliates hereby agree to
indemnify and hold the Partnership and its general partners harmless from any
and all costs, expenses, attorneys' fees, suits, liabilities, judgments,
damages and claims arising from CSM's breach of this Agreement or in connection
with the management of the Properties arising from the willful misconduct or
negligence of CSM or its executive officers, directors, employees or
affiliates.
SECTION VIII
ASSIGNMENTS
Neither this Agreement nor any right hereunder shall be assignable by the
Partnership and any attempt to do so shall be void ab initio. CSM shall have
the right to assign this Agreement to an affiliate, provided, however, that any
such assignee must assume all obligations of CSM hereunder. The Partnership's
rights hereunder will be enforceable against any such assignee and CSM shall
not be released from its liabilities hereunder unless the Partnership shall
expressly agree thereto in writing.
SECTION IX
HEADINGS
The headings contained herein are for convenience of reference only and are not
intended to define, limit or describe the scope or intent of any provision of
this Agreement.
SECTION X
GOVERNING LAW
The validity of this Agreement, the construction of its terms and the
interpretation of the rights and duties of the parties shall be governed by the
laws of the State of Texas. This Agreement shall be deemed performable and
venue for any action brought hereunder shall be in Tarrant County, Texas.
SECTION XI
NOTICES
Any notice required or permitted herein to be given shall be given in writing
and shall be personally delivered or mailed, first class postage prepaid, to
the respective addresses of the parties set forth below their signatures on the
signature page hereof, or to such other address as any party may give to the
others in writing.
SECTION XII
SEVERABILITY
Should any term or provision hereof be deemed invalid, void or unenforceable
either in its entirety or in a particular application, the remainder of this
Agreement shall nonetheless remain in full force and effect and, if the
subject, term or provision is deemed to be invalid, void or unenforceable only
with respect to a particular application, such term or provision shall remain
in full force and effect with respect to all other applications. The parties
recognize that broad discretionary authority has been granted by the
Partnership to CSM in the management and direction of the Partnership's
business and financial affairs and it is their intent that such authority be
fully exercised by CSM within the limitations imposed by applicable law. If,
however, any court of competent jurisdiction should render a final judgment
that the authority granted to CSM herein exceeds the bounds of permissible
delegation under applicable law, the parties agree that this Agreement shall be
deemed amended, modified and reformed to the extent necessary to reduce the
scope of authority delegated by the Partnership to CSM as to limit such
authority to that permissible under applicable law as evidenced by the written
legal opinion of counsel to CSM. The parties agree that no determination that
the discretion and authority granted to CSM hereunder exceeds permissible
bounds shall result in this Agreement being declared or adjudged invalid, void
or unenforceable in its entirety; rather, the parties request that any court
examining such issue employ great latitude in reforming this Agreement so as to
make the same, as reformed, valid and enforceable.
SECTION XIII
AFFILIATES
"Affiliate", with respect to CSM shall mean (i) any person directly or
indirectly owning, controlling, or holding with power to vote, 10% or more of
the outstanding voting securities or interests of CSM; (ii) any person, 10% or
more of whose outstanding voting securities or interests are directly or
indirectly owned, controlled, or held with power to vote, by CSM; (iii) any
person directly or indirectly controlling, controlled by or under common
control with CSM; (iv) any officer, director or partner directly or indirectly
controlling, controlled by or under common control with CSM; (iv) any officer,
director or partner of CSM; and (v) any company for which CSM acts as an
officer, director or partner.
SECTION XIV
SUCCESSORS
This Agreement shall be binding upon and inure to the benefit of the respective
parties hereto and their permitted assigns and successors in interest.
SECTION XV
ATTORNEYS' FEES
If it shall become necessary for either party hereto to engage attorneys to
institute legal action for the purpose of enforcing its rights hereunder or for
the purpose of defending legal action brought by the other party hereto, the
party or parties prevailing in such litigation shall be entitled to receive all
costs, expenses and fees (including reasonable attorneys' fees) incurred by it
in such litigation (including appeals).
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
COLONIAL STORAGE MANAGEMENT 85, INC.
By: /s/Xxxxx X. Xxxxxx
----------------------
Xxxxx X. Xxxxxx,
Its President
0000 Xxxx Xxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxxx, Xxxxx 00000
BALCOR/COLONIAL STORAGE
INCOME FUND - 85
By: Balcor Storage
Partners - 85
By: Balcor Storage
Partners, Inc.
By: /s/Xxxxxxx X. Xxxxxxxxx
--------------------------
--------------------------
Its
----------------------
0000 Xxxx Xxxx
Xxxxxx, Xxxxxxxx 00000
AND By: Colonial Storage 85, Inc.
By: /s/Xxxxx X. Xxxxxx
---------------------------
Xxxxx X. Xxxxxx, Its
President
SCHEDULE I
The Initial Facilities
1. 0000 Xxxx Xxxxxxx 00
Xxxxxx, Xxxxx
2. 0000 X. Xxxxxxx Xxxx.
Xxxxxxxxx, Xxxxx
3. 0000 Xxxxx Xxxx Xxxxx
Xxxxxxxxx, Xxxxx
4. 0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxxx
5. 0000 Xxxxx Xxxxxxxx
Xxxxxxxx Xxxx, Xxxxxxxx
6. 0000 Xxxx Xxxx
Xxxxxx, Xxxxxxx
7. 0000 X. Xxxxxx
Xxxxxxxx, Xxxxx
8. 0000 Xxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxx
9. 0000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxx
10. 0000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx Xxxxxxxx
11. 000 Xxxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxx
12. 000 Xxxxxx Xxxxxxx
Xxxxxxx, Xxxxx
13. 0000 Xxxxx Xxxx Xxxxx
Xxxxxx, Xxxxxxx
14. 0000 Xxxxxxx 00 Xxxxx
Xxxxxxxx, Xxxxxxxxxxx
15. 0000 X. Xxxxxxxx Xxx.
Xxxxxxxxxxx, Xxxxxxxx
16. 0000 Xxx Xxxxx X.X.
Xxxxxxxxxxx, Xxx Xxxxxx
17. 0000 Xxxxx Xxxxxxxx Xxxx
Xxxxx Xxxxxxxx, Xxxxxxx
18. 0000 Xxxxxxxxx Xxxx
Xxxxxx, Xxxxx Xxxxxxxx
19. 0000 Xxxx Xxxxx Xxxx
Xxxxxxx, Xxxxx Xxxxxxxx
20. 0000 X. Xxxxx Xxxxxx
Xxxxxxx, Xxxxx
21. 0000 X. Xxxxxxxx
Xxxxxxxxxx, Xxxxx
22. 0000 Xxxxxxx 00 Xxxxx
Xxxxxxxx, Xxxxxxxxxxx
23. 0000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx
24. 0000 X. Xxxxxxxxx Xxxx 000
Xxxxx, Xxxxx
25. 0000 Xxxxxxx Xxxx Xxxxx
Xxxxxxxxxx, Xxxxx
26. 0000 X. Xxxxxxx Xxxx.
Xxxxxxxxx, Xxxxx
27. 0000 Xxx Xxxx Xxxxxx
Xxxxx, Xxxxxxx
28. 0000 Xxxx Xxxxxxxxx
Xxxx Xxxxx, Xxxxx
29. 0000 Xxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxx
30. 0000 Xxxxxxxxxx Xxxx., XX
Xxxx Xxxxx, Xxxxx
31. 0000 Xxxxxx Xxxxx, XX
Xxxxxxxxxxx, Xxx Xxxxxx
32. 0000 Xxxxxx Xxxxxxx
Xxxxxxx, Xxxxxxx
33. 0000 X. Xxxx Xxx
Xxxxxxxxx, Xxxxx
34. 0000 Xxxxxx Xxxx Xxxx.
Xxxxxx Xxxx, Xxxxx Xxxxxxxx
35. 0000 Xxxx Xxxxxxx Xxxx.
Xxxxxxxxx, Xxxxx
36. 0000 Xxxxxxxxx Xxxx 000
Xxxxxxxx, Xxxxx
37. 0000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx
38. 0000 Xxxxxxx Xxxx Xxxxx Xxxxx
Xxxxxxx, Xxxxx
39. 0000 Xxxxx Xxxx
Xxxxx Xx, Xxx Xxxxxx
40. 00 Xxxxx Xxxxxx
Xxxxxx-Xxxxxx, Xxxxxxx
41. 0000 Xxxxx Xxxxx Xxxx.
Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx
42. 0000 Xxxxxxxxxxxxx Xx.
Xxx Xxxxxx, Xxxxx
43. 0000 Xxxxxxxx Xxxxx
Xxx Xxxxxx, Xxxxx
44. 0000 Xxxxxxx Xx.
Xxxxxxxx, Xxxxxxx
45. 0000 Xxxx Xxxx Xxx.
Xx Xxxx, Xxxxx
46. 0000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxx
47. 0000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxx
48. 0000 X. Xxxxx Xxxxxx
Xxxxxxx, Xxxxx
49. 0000 Xxxxxxxx
Xxxxxxx, Xxxxx Xxxxxxxx
50. 0000 Xxxx Xxxxxxxx Xxx.
Xxxxxxxxxx, Xxxxx Xxxxxxxx
The Additional Facilities
51. 0000 X. Xxxxxx Xxxxxx
Xxx Xxxxxx, Xxx Xxxxxx
52. 000 X. Xxx Xxxxx Xxxx
Xxxxx Xx, Xxx Xxxxxx
53. 0000 X-00 Xxxx
Xxxxxxxx, Xxxxx
54. 0000 Xxxxxxx Xxxxx
Xx Xxxx, Xxxxx
55. 0000 Xxxxxxx 00
Xxxxxxxx, Xxxxx
56. 0000 Xxxx 0xx Xxxxxx
Xxxxxx, Xxx Xxxxxx
57. 000 X.X. 0xx Xxxxxx
Xxxxx Xxxxxxx, Xxxxx
58. 0000 Xxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxx
59. 000 X. Xxxxxx
Xxxxxxxx, Xxxxx
60. 0000 Xxxxxxx 000 Xxxxx
Xxxx Xxxxx, Xxxxxxxx
61. 0000 Xxxxxx Xxxxxxxx
Xxxxxxx Xxxx, Xxxxxxxx
62. 0000 Xxxxxxxx Xxx
Xxxxxxxxx, Xxxxxxx
63. 000 X. Xxxxx Xxxxxx
Xxxxxxx, Xxxxx
64. 0000 Xxxxxx Xxxxx
Xxxxxxxx, Xxxxx
65. 0000 Xxxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx
66. 0000 Xxxxxxx Xxxx.
Xxxx Xxxxx, Xxxxxxxx
67. 0000 Xxxxxxxxxx Xxxxx Xxxxx
Xxxxxxx, Xxxxxxx
68. 0000 Xxxxxxx Xxxx
Xxxxxxxxx, Xxxxx
69. 0000 Xxxxxx Xxxx
Xxxxxxxx, Xxxxxxx
FIRST AMENDMENT TO
MANAGEMENT AGREEMENT
THIS FIRST AMENDMENT TO MANAGEMENT AGREEMENT, dated as of the 30th day of
April, 1986, is entered into by and between Colonial Storage Management 85,
Inc., a Texas corporation ("CSM") and Balcor/Colonial Storage Income Fund - 85,
an Illinois limited partnership (the "Partnership").
W I T N E S S E T H:
WHEREAS, CSM and the Partnership have previously entered into a certain
Management Agreement dated as of the 1st day of October, 1985, a copy of which
is attached hereto as Exhibit A and incorporated herein by reference, pursuant
to which the Partnership retained CSM to manage the Properties (as defined
therein); and
WHEREAS, the Partnership intends to acquire and operate three (3) additional
existing mini-warehouse facilities, identified in Schedule I-A attached hereto
and incorporated herein by reference (each such mini-warehouse facility being
referred to as an "Additional Property" and, collectively, as the "Additional
Properties"; and
WHEREAS, it is the intention of the Partnership that the Additional Properties
be rented on a rental unit by rental unit basis to corporations, partnerships,
individuals or other entities for use primarily as storage facilities for
personal and business use; and
WHEREAS, the Partnership desires to employ CSM to manage the Additional
Properties and CSM desires to accept said employment, all in accordance with
the terms and conditions of the Management Agreement attached hereto;
NOW, THEREFORE, in consideration of the mutual covenants, promises,
representations and warranties contained herein, the adequacy of which is
hereby acknowledged, the parties hereto hereby agree as follows:
1. Employment and Term. The Partnership hereby employs CSM and CSM hereby
accepts such employment as manager of the Additional Properties for a period of
twenty (20) years from October 1, 1985 (or until such Additional Properties are
sold) upon the terms and conditions set forth in the Management Agreement.
2. Definitions. From and after the date hereof, "Property" shall be deemed to
include an Additional Property and "Properties" shall be deemed to include the
Additional Properties for all purposes, as if originally set forth in Schedule
I to the Management Agreement.
3. Subordination. With respect to the Properties, including the Additional
Properties, the first sentence of 4.2 of the Management Agreement shall read as
follows:
"Fifty percent (50%) of the Property Management Fee otherwise payable to
CSM pursuant to Paragraph 4.1 shall be subordinated to the prior receipt
by Limited Partners of the Partnership of a "Special Distribution" of
eight percent (8%) during the first twelve (12) month period after April
1, 1986, nine percent (9%) during the second twelve (12) month period, and
ten percent (10%) during each twelve (12) month period thereafter
4. Integration. Except as specifically set forth herein, the terms and
conditions of the Management Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to
Management Agreement as of the date first above written.
COLONIAL STORAGE MANAGEMENT 85, INC.
By:/s/Xxxxx X. Xxxxxx
---------------------------
Xxxxx X. Xxxxxx, President
Suite 200
0000 Xxxx Xxxxxxx Xxxxxxx
Xxxxxxxxx, Xxxxx 00000
BALCOR/COLONIAL STORAGE INCOME
FUND - 85
By: Balcor Storage Partners -
85
By: Balcor Storage Partners, Inc.
By: /s/Xxxxxxx X. Xxxxxxxxx
---------------------------
Xxxxxxx X. Xxxxxxxxx,
Its First Vice President
------------------------
0000 Xxxx Xxxx
Xxxxxx, Xxxxxxxx 00000
AND By: Colonial Storage 85, Inc.
/s/Xxxxx X. Xxxxxx
------------------------
Xxxxx X. Xxxxxx,
President
SCHEDULE I-A
70 000 Xxxxx Xxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx
71 0000 Xxxxx Xxxxx Xxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx
72 0000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx
