Exhibit 10.8
AMENDED MANAGEMENT AGREEMENT
THIS AMENDED MANAGEMENT AGREEMENT, dated as of February 21, 1995,
by and among PUBLIC STORAGE MANAGEMENT, INC., a California corporation
("PSMI") and STORAGE EQUITIES, INC., a California corporation ("SEI" or
"Owner"):
RECITALS:
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A. Owner owns, and intends to purchase additional Properties (as
defined in Section 11 hereof);
B. PSMI is currently performing services, and has special
expertise, in regard to other similar facilities owned by other owners;
C. Owner desires to engage PSMI to render certain services in
regard to the Properties and PSMI desires to accept said engagement, all in
accordance with the terms and conditions of this Agreement as hereinafter
set forth; and
D. Owner desires and intends to retain final authority over and
operational control of the Properties during the term of this Agreement,
including final decisions as to personnel, third party vendors, repairs and
maintenance, purchase of inventory and supplies, eviction procedures, rent
collections, and operating procedures and budgets for the Properties.
NOW, THEREFORE, in consideration for the mutual covenants herein
contained, the parties hereto hereby adopt the following complete amendment
and restatement of the Management Agreement:
1. ENGAGEMENT
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A. Owner hereby engages PSMI as an independent contractor and
PSMI hereby accepts such engagement and as described herein, upon the
terms and conditions hereinafter set forth.
B. Owner acknowledges that PSMI is in the business of rendering
services in connection with facilities currently owned or to be acquired by
others. It is hereby expressly agreed that PSMI and its affiliates may
continue to engage in such activities (whether or not such other facilities
may be in direct or indirect competition with Owner) and may in the future
engage in other businesses which may compete directly or indirectly with
activities of Owner.
C. In the performance of its duties under this Agreement, PSMI
shall occupy the position of an independent contractor with respect to
Owner. 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 PSMI an agent or employee of Owner.
2. Duties and Authority of PSMI
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A. General Duties and Authority. Subject to the restrictions and
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limitations provided herein, PSMI shall coordinate all aspects of the
operation of the Properties. Unless otherwise expressly provided in this
Agreement to the contrary all such operations shall be performed on behalf
of, for the account of, and under the supervision of Owner. Notwithstanding
the foregoing or anything else in this Agreement, Owner shall have the sole
and exclusive authority to fully and completely manage the Properties and
supervise and direct the business and affairs associated or related to the
daily operation thereof.
B. Renting of the Properties. PSMI shall advise in respect of,
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and coordinate general policies and procedures for, the marketing activities
of Owner's employees for the Properties, including providing Owner with the
recommended terms and conditions of occupancy and forms of rental agreement
in each state in which the Properties are located, monitoring related legal
requirements and implementing necessary changes to such terms and conditions
and forms of rental agreement. Owner's
employees shall enter into rental agreements on behalf, in the name and for
the account of Owner with tenants and collect rent from tenants of the
Properties in accordance with such rental agreements. PSMI shall advise in
respect of, and coordinate general policies and procedures for, yellow page
and media advertising.
C. Repair, Maintenance and Improvements. PSMI shall assist,
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advise and coordinate the acquisition of furniture, fixtures and supplies
for the Properties, and the purchase, lease or other acquisition of the same
on behalf, in the name and for the account of Owner. PSMI shall advise
Owner's employees in respect of all decisions concerning the maintenance,
repair and landscaping of the Properties; all costs incurred in connection
therewith shall be on behalf, in the name and for the account of Owner.
D. Personnel. PSMI shall assist, advise and coordinate, through
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Owner's employees, the selection of all vendors, suppliers, contractors,
subcontractors and employees with respect to the Properties and shall assist
and advise Owner in establishing policies for the hire, discharge and
supervision of all labor and employees required for the operation (including
billing and collections) and maintenance of the Properties, including
attorneys, accountants, consultants and clerical employees; all such acts
shall be on behalf of and on the account of Owner. Any employees so hired
shall be employees of Owner, and shall be carried on the payroll of either
Owner or a corporation organized to employ such personnel and shall not be
deemed to be employees of PSMI, provided that Owner shall not bear the
salaries or fringe benefits of the executive officers, directors and
controlling persons of PSMI. Employees of Owner may render services on a
full-time or part-time basis. Employees of Owner may include, but will not
be limited to, on-site resident managers, maintenance personnel and other
individuals located, rendering services, or performing activities on the
Properties in connection with their operation. The cost of employing such
persons shall not exceed prevailing rates for comparable persons performing
the same or similar services with respect to real estate similar to the
Properties. It is understood and acknowledged that some or all of such
persons may be simultaneously employed by Owner and by or for the account of
the owners of other facilities for whom PSMI is performing services, some of
whom may (i) be affiliates of PSMI and (ii) compete with Owner. These
persons shall be employed by Owner on a part-time basis and Owner shall pay
only for the time allocable to services to Owner on an equitable basis and
PSMI shall report such allocation to Owner.
PSMI shall be responsible for the disbursement of funds in payment
of all expenses incurred in connection with the operation of the Properties
and Owner shall not be required to employ personnel in such disbursement.
PSMI shall not be separately reimbursed for the cost of furnishing such
service and shall not be reimbursed for the time of its executive officers
devoted to Owner's affairs or for the other overhead expenses of PSMI.
E. Agreements. PSMI shall assist, advise and coordinate the
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negotiation and execution by Owner's employees of such agreements deemed
necessary or advisable for the furnishing of utilities, services,
concessions and supplies, for the maintenance, repair and operation of the
Properties and such other agreements which are intended for the benefit of
the Properties and which are incidental to the matters covered by this
Agreement.
F. Regulations and Permits. PSMI shall assist and advise in
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regard to, and coordinate, the compliance with applicable statutes,
ordinances, laws, rules, regulations and orders of any governmental or
regulatory body, having jurisdiction over the Properties, in each of the
jurisdictions in which the Properties are located, respecting the use of the
Properties and the maintenance or operation thereof. PSMI shall assist,
advise and coordinate with Owner in applying for and attempting to obtain
and maintain, on behalf, in the name and for the account of Owner, all
licenses and permits required or advisable in connection with the management
and operation of the Properties. PSMI shall maintain, at PSMI's offices, a
legal staff, at the expense of Owner (and other owners of facilities), to
respond to inquiries by Owner's employees regarding the foregoing.
G. Records, Reports and Accounting. PSMI shall maintain the
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operation of a system of record keeping, bookkeeping and accounting with
respect to all receipts and disbursements in connection with the management
and operation of the Properties. The books, records and accounts shall be
maintained at PSMI's office, shall be organized in a manner which will
permit the performance of an audit thereon, and shall be available and open
to examination and audit by Owner or its representatives at all reasonable
times.
PSMI shall cause to be prepared and delivered to Owner, at Owner's
expense and by Owner's employees financial statements as follows:
1. On or before thirty (30) days after the end of each
calendar month, a statement of operations showing the results of operation
of each of the Properties (including expenses paid by Owner) for the next
preceding month and for Owner's fiscal year to date having annexed thereto a
computation of the fee under this Agreement for such month.
2. On or before one hundred twenty (120) days after the
close of the fiscal year, a statement of operations showing the results of
the operations of the Properties during said fiscal year, having annexed
thereto a computation of the fee for such fiscal year.
H. Deposits and Disbursements. PSMI shall cause the
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establishment of bank accounts in the name of Owner and Owner's employees
shall deposit in such bank accounts all receipts and monies arising from the
operation of the Properties or otherwise received for and on behalf of
Owner. Interest income from such funds of Owner shall not be deemed income
from the Properties for purposes of computing the fee payable hereunder.
PSMI shall not commingle any of the above-described revenues with any other
funds. PSMI shall disburse Owner's funds from said accounts on behalf of
Owner in such amounts and at such times as disbursement of such revenues for
payment of expenses is required in accordance with this Agreement. Funds of
Owner in excess of those required for the operation and maintenance of the
Properties in accordance with this Agreement during the term hereof shall be
distributed to Owner monthly concurrently with the report required by
Section 2(g) hereof.
I. Collection. PSMI shall advise on general procedures in
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regard to billing and collection by Owner's employees of all accounts
receivable with respect to the Properties and shall coordinate policies and
procedures to minimize the amount of bad debts.
J. Legal Actions. PSMI shall coordinate in the name of Owner
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any and all legal actions or proceedings deemed necessary or advisable to
collect charges, rent or other income due to Owner with respect to the
Properties or to oust or dispossess tenants or other persons unlawfully in
possession under any lease, license, concession agreement or otherwise, and
to collect damages for breach thereof or default thereunder by such tenant,
licensee, concessionaire or occupant. The costs of all such legal actions or
proceedings shall be borne by Owner. PSMI shall maintain, at PSMI's offices,
a legal staff, at the expense of Owner (and other owners of facilities) to
assist, advise and coordinate such activities.
K. Insurance. PSMI shall use its best efforts to assure that
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there is obtained and kept in force, at the expense of Owner, fire,
comprehensive liability and other insurance policies in amounts generally
carried with respect to similar facilities, to the extent reasonably
available on economic terms. To reduce the cost of such insurance, PSMI
shall coordinate the purchase of such insurance with other owners for whom
PSMI is rendering similar services. In an effort to reduce the potential
liability of Owner to tenants for losses to their goods PSMI shall also use
its best efforts to assure that there is kept in force a program to insure
tenants in the Properties against losses to their goods from theft or
destruction. Such program is currently provided by an affiliate of PSMI,
which receives the premiums and bears the risks associated with such
insurance.
L. Taxes. PSMI shall disburse all taxes, personal and real, and
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assessments properly levied on the Properties in the name and for the
account of Owner. PSMI shall implement and maintain a procedure for review
by Owner's employees of all amounts assessed on the Properties.
M. Operations Systems. PSMI shall develop and maintain systems
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for space inventory, accounting and handling delinquent accounts, including
a computerized network linking the
Properties with PSMI's headquarter offices and integrating data on the
Properties with Owner's accounting system.
N. Acquisition Services. PSMI shall provide consulting
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services in connection with Owner's acquisition of Properties, including
consultation on, and coordination of, the preparation of field reports by
Owner's employees.
O. Restrictions. Notwithstanding anything to the contrary set
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forth in this Section 2, PSMI shall not be required to do, or cause to be
done, anything for the account of Owner (i) which may make PSMI liable to
third parties, (ii) which may not be commenced, undertaken or completed
because of insufficient funds of Owner, or (iii) which may not be commenced,
undertaken or completed because of acts of God, strikes, governmental
regulations or laws, acts of war or other types of events beyond PSMI's
control whether similar or dissimilar to the foregoing.
P. Limitations on PSMI's Authority. Notwithstanding anything
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to the contrary set forth in this Section 2, PSMI shall not, without
obtaining the prior written consent of Owner: (i) rent storage space in
Properties by written lease or agreement; (ii) alter the buildings or other
structures of the Properties in any material manner; (iii) make any
agreements which exceed one year and are not terminable on thirty (30) days'
notice at the will of Owner, without penalty, payment or surcharge; or (iv)
sell, mortgage or otherwise dispose of any Properties. PSMI operates in the
state of California in the same offices as, and currently utilizing common
control personnel as, Owner. Nothing herein shall be construed to require
PSMI to maintain personnel in the state where facilities are located.
Q. Shared Expenses. Certain economies may be achieved with
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respect to certain expenses to be incurred on behalf of Owner hereunder if
materials, supplies, insurance or services are purchased by PSMI in quantity
for use not only in connection with the Properties but in connection with
other properties as to which PSMI renders services. PSMI shall have the
right to purchase such materials, supplies, insurance or services in its own
name and charge Owner an equitable share of the cost; provided, however,
that such cost to Owner shall not be greater than would otherwise be
incurred at competitive prices and terms available in the area where the
Properties are located and provided further, PSMI shall give Owner access to
records so Owner may review any such expenses incurred.
3. Annual Budget and Limitation on Certain Expenditures.
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On or before December 1st of each calendar year, PSMI shall
prepare at Owner's expense, and submit to Owner, a proposed operating budget
containing: (i) a proposed schedule of rents of the Properties for the
ensuing year, (ii) an estimate of proposed expenditures and revenues for the
ensuing year for the Properties showing all items for which expenditures
shall be made, and (iii) such other facts and information respecting the
ownership and operation of the Properties as may be reasonably required by
Owner. Each operating budget shall cover the period from January 1 to
December 31. Each operating budget shall, in each case, be approved in
writing by Owner before it shall become effective. No expenditures not
shown on any budget approved by Owner shall be made by PSMI during any such
budget period, except with the prior written consent of Owner or as
otherwise permitted by this Section 3.
Notwithstanding the foregoing, PSMI may, without Owner's prior
consent, make expenditures not shown on a budget approved by Owner as
follows: (i) in an aggregate annual amount of up to 130% of the total
annual amount provided for in the then approved budget for utility charges,
trash removal by an independent contractor, real property taxes or other
governmental charges such as water and sewer charges; (ii) in an aggregate
annual amount of up to 113% of the total annual amount provided for in the
then approved budget for expenditures not of the type mentioned in clause
(i) above; and (iii) any expenditure, irrespective of amount, which PSMI
reasonably believes is necessary to preserve the physical well-being of a
Property and which must be made before Owner's consent could reasonably be
obtained. However, any single expenditure which is permitted by clauses (i)
or (ii) may not exceed $1,000 without Owner's prior written consent.
Owner shall promptly review each proposed operating budget, and
each proposed revision thereto, and shall promptly notify PSMI of any items
not acceptable to Owner.
4. DUTIES OF OWNER
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Owner hereby agrees to cooperate with PSMI in the performance of
its duties under this Agreement and to that end, upon the request of PSMI,
to provide reasonable temporary office space for PSMI employees on the
premises of the Properties if ever required, and to give PSMI access to all
files, books and records of Owner relevant to the Properties.
5. COMPENSATION OF PSMI
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Owner shall pay to PSMI as the full amount due for the services
herein provided a fee equal to six percent (6%) of the "Gross Revenue." The
term "Gross Revenue" shall mean all amounts actually received by Owner (net
of security deposits returned to tenants) arising from the operation of the
Properties, including without limitation, rental payments of lessees of
space in the Properties, vending machine or concessionaire revenues, if any,
paid by the tenant of the Properties in addition to basic rent, parking
fees, if any, and all money whether or not otherwise described herein paid
for the use of the Properties. Gross Revenue shall be determined on a cash
basis. The fee for each month shall be paid promptly after receipt of the
report required by Section 2(g) hereof.
The term "Gross Revenue" shall not include amounts received in
connection with the Properties which do not arise from their operations,
including but not limited to, insurance recoveries, condemnation awards and
property damage payments.
It is understood and agreed that such compensation will not be
reduced by the cost to Owner of those employees and independent contractors
engaged by Owner, including but not limited to the categories of personnel
specifically referred to in Section 2(d). Except as provided in this
Section 5, it is
further understood and agreed that PSMI shall not be entitled to additional
compensation of any kind in connection with the performance by it of its
duties under this Agreement.
6. USE OF SERVICE MARKS
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A. PSMI represents and warrants that it has the right to grant
a non-exclusive license in the United States to Owner under the following
Public Storage, Inc. registered service marks: "PUBLIC STORAGE" and "PS:
PUBLIC STORAGE RENTAL SPACES" (the "Service Marks").
B. PSMI hereby grants to Owner, during the term hereof, a non-
exclusive license to use the Service Marks and related designs in
conjunction with the rental and operation of Properties which are managed by
PSMI pursuant to this Agreement, and for no other purpose.
C. Owner agrees to bring to PSMI's attention any notice of
infringement or a conflict with asserted rights of others with respect to
the Service Marks. PSMI shall take, or cause to be taken, such action
which, in its reasonable judgment, is necessary to protect such Service
Marks.
D. PSMI agrees to indemnify and hold harmless Owner and its
officers and directors against any damages, liabilities or expenses
(including attorneys' fees) resulting from an action or claim against Owner
for infringement of the Service Marks.
E. Owner acknowledges that the Service Marks and related designs
shall remain and be at all times the property of Public Storage, Inc. and
its affiliates, and that, except for the use thereof in conjunction with the
rental and operation of Properties under this Agreement, during the term
hereof, Owner shall have no right therein. Upon termination of this
Agreement at any time for any reason, except as provided in Section 7(d)
hereof, all such use by and for the benefit of Owner of the Service Marks
and related designs 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 Owner. Owner acknowledges that PSMI will
use and shall be unrestricted in its use or license, of the Service Marks
and related designs in
rendering services on behalf of other owners of self storage facilities both
during and after the expiration or termination of the term of this
Agreement.
7. Term and Termination
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A. Properties Owned in Fee. With respect to Properties currently
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owned entirely in fee by Owner and subsequently acquired entirely in fee by
Owner (including those in which Owner currently has an interest and those
which are later acquired in fee by Owner), this Agreement shall expire on
February 21, 2002, provided that on October of each year commencing February
21, 1996, it shall be automatically extended for one year unless terminated
in accordance with the provisions of this Section 7(a). At any time, either
Owner or PSMI, may give written notice to the other pursuant to Section 14
hereof that this Agreement shall not be extended and, upon receipt of such
notice, this Agreement shall expire on the first anniversary of its
scheduled expiration date with respect to such Properties. (E.g., if such
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notice is given between February 21, 1996 and February 21, 1997, the
scheduled expiration date shall be February 21, 2004, and if such notice is
given between February 21, 2005 and February 21, 2006, the scheduled
expiration date shall be February 21, 2013.)
B. Other Properties. With respect only to Properties other than
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those specified in Section 7(a) hereof, including Properties in which Owner
currently owns or subsequently acquires an interest but that are not owned
entirely in fee by Owner, Owner may terminate this Agreement without cause
upon sixty (60) days' notice to PSMI, pursuant to Section 14 hereof and PSMI
may terminate this Agreement without cause upon seven (7) years' notice to
Owner given pursuant to Section 14 hereof. PSMI agrees that it will not
cease to render services under this Agreement or any other similar agreement
or arrangement with Owner or others, with respect to any Properties in which
Owner currently owns or subsequently acquires an interest but that are not
owned entirely in fee by Owner, except upon seven (7) years' notice to both
Owner and any other entity holding an interest therein or as provided in
Section 7(c) hereof, notwithstanding any provision in any other similar
agreement to the contrary.
C. Termination for Cause. At any time, either (i) Owner may
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terminate PSMI's services under this Agreement or (ii) PSMI may terminate
this Agreement with respect to its obligations, upon the failure of the
other to perform or observe any material covenant or agreement set forth in
this Agreement, where such failure continues for more than 60 days after
receipt of written notice of such failure, provided that if such failure
cannot reasonably be remedied within such 60-day period, such other party
shall proceed diligently to remedy such failure during such 60-day period
and thereafter does in fact remedy such failure within 120 days of receipt
of such notice. Any such termination under this Section 7(c) shall apply to
the services and obligations of PSMI with respect to all Properties subject
to this Agreement, whether owned entirely in fee by Owner or otherwise.
D. Service Marks. If Owner terminates the services of PSMI under
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this Agreement pursuant to Section 7(c) hereof, Owner shall be entitled to
continue to use the Service Marks in accordance with Section 6(b) hereof,
notwithstanding language in Section 6(b) and (e) hereof to the contrary,
until a date seven years after such termination.
E. Return of Materials. Upon termination of this Agreement with
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respect to it, PSMI shall promptly return to Owner all monies, books,
records and other materials held by it for or on behalf of Owner.
F. Severability. The term and termination provisions of this
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Section 7 are severable, such that expiration of the term of this Agreement
or termination by a party shall only terminate this Agreement to the extent
of the Properties specified in that provision, and this Agreement shall
continue in full force and effect with respect to other Properties according
to its terms.
8. Indemnification
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Owner hereby agrees to indemnify and hold PSMI and all officers,
directors and employees of PSMI harmless from any and all costs, expenses,
attorneys' fees, suits, liabilities, judgments, damages and claims when
engaged in services under this Agreement, arising from any cause, except for
the
willful misconduct, negligence or negligent omissions on the part of
PSMI or any such other person. PSMI and all officers, directors and
employees of PSMI also shall not be liable for any error of judgment or for
any mistake of fact or law, or for anything which they may do or refrain
from doing hereinafter, except in cases of willful misconduct or negligence.
PSMI hereby agrees to indemnify and hold Owner harmless from any and all
costs, expenses, attorneys' fees, suits, liabilities, judgments, damages and
claims in connection with the Properties arising from the willful misconduct
or negligence of PSMI and all officers, directors and employees of PSMI and,
in addition, any amendments to this Agreement which would have the
unintended effect of changing the economic relationship of the parties
hereto, unless expressly stated otherwise herein.
9. Assignment
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Neither this Agreement nor any right hereunder shall be assignable
by Owner, and any attempt to do so shall be void. PSMI shall have the right
to assign this Agreement to an affiliate or a wholly or majority owned
subsidiary; provided, however, any such assignee must assume all obligations
of PSMI hereunder, Owner's rights hereunder will be enforceable against any
such assignee and PSMI shall not be released from its liabilities hereunder
unless Owner shall expressly agree thereto in writing.
10. Additional Parties as Owner
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The term "Owner" as used herein shall include, and this Agreement
shall cover, all joint ventures of which SEI is a joint venturer and all
partnerships of which SEI is a general partner ("Entity" or collectively
"Entities") to the extent such Entities are the direct owners of mini-
warehouse facilities, and all references to employees of Owner in this
Agreement shall be deemed to refer to employees of the direct legal owner of
the relevant mini-warehouse facility, be it SEI or an Entity. SEI is
executing this Agreement below on behalf of itself and each of the Entities.
11. Additional Properties
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The term "Properties" as used herein shall include, and this
Agreement shall cover, from the date of acquisition, all mini-warehouses
which are wholly owned by Owner and all mini-warehouses owned by
partnerships or joint ventures in which Owner is a general partner or joint
venturer.
12. Headings
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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.
13. Governing Law
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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 internal laws of the state of California.
14. Notices
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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 other in writing.
15. Severability
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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.
16. Successors
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This Agreement shall be binding upon and inure to the benefit of
the respective parties hereto and their permitted assigns and successors in
interest.
17. Attorneys' Fees
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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).
18. Counterparts
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This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
PUBLIC STORAGE MANAGEMENT, INC.
By: /S/ RONALD L. HAVNER, JR.
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Ronald L. Havner, Jr.,
Vice President
600 North Brand Boulevard
Glendale, California 91203
STORAGE EQUITIES, INC.
By: /S/ HARVEY LENKIN
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Harvey Lenkin, President
600 North Brand Boulevard
Glendale, California 91203
The undersigned hereby guarantees performance of the obligations
of Public Storage Management, Inc. as set forth in the foregoing Amended
Management Agreement. The undersigned further agrees that the foregoing
Amended Management Agreement shall in no way abrogate or impair the
Agreement Relating to Trademark dated as of November 18, 1980 between Public
Storage, Inc, and Public Storage Management, Inc., and that Storage
Equities, Inc. may continue to use the undersigned's service marks and all
related logos, slogans and designs as provided in the Amended Management
Agreement.
PUBLIC STORAGE, INC.
By: /S/ RONALD L. HAVNER, JR.
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Ronald L. Havner, Jr.
Vice President
The undersigned hereby consents to the foregoing Amended Management
Agreement.
PUBLIC STORAGE COMMERCIAL PROPERTIES
GROUP, INC.
By: /S/ RONALD L. HAVNER, JR.
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Ronald L. Havner, Jr.
Vice President