EX-10.45






Exhibit 10.45




CONSULTING AGREEMENT 




     AGREEMENT made this 30th day of December, 2008 (the “Agreement”) among Colonial Properties
Trust and Colonial Property Services, Inc. (collectively, “Colonial” or the “Company”) and Weston
M. Andress (the “Consultant”). (Collectively referred to herein as the “Parties.”)



     WHEREAS, Colonial, on behalf of itself and its subsidiaries, desires to engage the services of
the Consultant to provide certain consulting work; and



     WHEREAS, the Consultant desires to perform said services for Colonial.



     NOW, THEREFORE, in consideration of the mutual promises contained in this agreement, the
Parties agree as follows:



     1. Performance of Duties. The duties and obligations described herein shall be for a
period commencing on January 1, 2009 and ending on December 31, 2009.



     2. Consulting Services. Consultant agrees (i) to assist the Company in connection
with the negotiation and/or closing of one or more loan facilities between the Company and The
Federal National Mortgage Association and/or The Federal Home Loan Mortgage Corporation, or a
combination of the two, in an aggregate amount of at least $350 million (the “Loan Facility
Services”), (ii) to perform such assignments as may reasonably be assigned by the chief executive
officer of the Company (the “CEO”) from time to time in writing (the “Other Specified Services”)
and (iii) to provide such advice and assistance with respect to the transition of Consultant’s
former duties and responsibilities as may be reasonably requested by the CEO (the “Transition
Services”, and, together with the Loan Facility Services, and the Other Specified Services, the
“Services”), and the Consultant shall determine the time, methods and manner by which the Services
are rendered by him, provided that such methods are lawful and professional, and the timing and
manner of the Services are consistent with the business needs and objectives of the Company.



     3. Business Hours. Consultant agrees to make himself reasonably available for
performance of the Services and shall devote such amount of time to the Services reasonably
necessary and sufficient to complete them which will not exceed 20 hours in any week. During the
term of this Agreement, Consultant shall be free to undertake or engage in any consulting,
employment or other work, provided it does not interfere with his ability to comply with his
obligations under this Agreement or constitute a violation of



 









 







paragraph 15 of the Severance Agreement and Release between the Company and Consultant dated as of
the date hereof.



     4. Compensation. In exchange for the Loan Facility Services, Colonial shall pay the
Consultant aggregate compensation of $400,000, payable in twelve consecutive monthly payments of
$33,333.33 beginning on January 31, 2009 (the “Loan Facility Services Compensation”). Payment of
the Loan Facility Services Compensation will not be conditioned upon or impacted by the timing of
the closing of the loan facility(ies), by any decision by Colonial to discontinue or abandon such
efforts or by the failure of Colonial to obtain such loans for any reason. In addition, if
Consultant successfully completes the Other Specified Services prior to the termination of this
Agreement, Colonial shall pay the Consultant a lump sum of $100,000, with such amount payable as
soon as administratively possible thereafter.



     5. Consultant. It is agreed that the Consultant is a consultant and not an employee,
partner, joint venturer, or agent of Colonial. The Consultant shall be an independent contractor,
and the Consultant shall have no authority to bind or commit Colonial in any manner whatsoever.
Colonial shall not be responsible for the acts of the Consultant while the Consultant is performing
services under this Agreement. The Consultant is solely responsible for federal and state tax
withholding, social security taxes withholding, workers’ compensation benefits and fringe benefits
for the Consultant. The Consultant is responsible for abiding by all Colonial policies such as:
Equal Employment Opportunity Policy, Harassment Policy, Substance Abuse Policy, Code of
Ethics/Conduct Policy, and Violence Policy. Any material and uncured violation of said policies
will result in immediate termination of this Agreement.



     6. Indemnity. The Company shall indemnify and hold harmless Consultant for all
actions undertaken by him in good faith pursuant to and during the term of this Agreement to the
same extent as provided by the Company to officers and trustees pursuant to the Company’s by-laws;
provided, however, that the Consultant shall assume responsibility for and shall indemnify and hold
Colonial harmless and defend Colonial from all losses, expenses, attorney fees, damages, claims and
judgments arising out of or resulting from non-payment and/or late payment by the Consultant of
federal or state income taxes owed by Consultant with respect to the amounts received by him
pursuant to Paragraph 4 hereof.



     7. Support Services. In addition to the payments provided in Paragraph 4, Colonial
further shall provide the Consultant with the following, at Colonial’s expense, in connection with
the performance of the Services:




(a) Access to Colonial’s email and computer systems, reports and “blackberry”
technology through the term of this Agreement;



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(b) Office space, the services of an administrative assistant and conference room
space made available in Charlotte, N.C., as needed;




(c) Access to copy, fax and print services as needed to complete the Services;




(d) Reimbursement for reasonable travel expenses related to the performance of the
Services for Colonial and in accordance with Colonial’s travel and reimbursement
policy;




(e) A mobile telephone through the term of this Agreement; and




(f) With respect to all other expenses reasonably related to the performance of the
Services, the Consultant shall be entitled to reimbursement only upon the prior
approval of Colonial.



     8. Scope of Services. The parties agree that no services outside the scope of the
Services described herein shall be performed by the Consultant without the prior written agreement
of the Consultant.



     9. Termination. Each party has the right to terminate this Agreement prior to the
expiration of the above-described term, upon 48 hours’ prior written notice to the other party;
provided, however, that, in the event this Agreement is terminated by the Company other than for
“cause”, promptly following such termination, the Company shall pay the balance of the Loan
Facility Services Compensation in a lump sum. For purposes of this Agreement, “cause” shall mean
(a) the Consultant’s failure to substantially and willfully attempt in good faith to perform the
requested services after (i) notice to Consultant of the basis for the determination that he has
substantially and willfully failed to attempt in good faith to perform the requested services and
(ii) a two week opportunity to cure period, (b) Consultant’s gross negligence or willful misconduct
in connection with the performance of his duties under this Agreement, or (c) Consultant’s
conviction of a criminal offense (other than minor traffic violations) in connection with the
performance of his duties hereunder. In any event, this Agreement will terminate on December 31,
2009.



     10. Governing Law. This Agreement shall be construed under and in accordance with the
laws of the State of Alabama.



     11. Effect. This Agreement shall be binding on and inure to the benefit of the
Parties and their respective heirs, executors, administrators, legal representatives, successors,
and assigns.



     12. Validity. In case any one or more of the provisions contained in this Agreement
shall for any reason be held to be invalid, illegal, or unenforceable in any respect, the
invalidity, illegality, or unenforceability shall not affect any other provision,



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and this Agreement shall be construed as if the invalid, illegal, or unenforceable provision
had never been contained in it.



     13. Entire Agreement. This Agreement constitutes the sole and only agreement of the
Parties and supersedes any prior understandings or written or oral agreements between the Parties
respecting its subject matter. Signatures of both Parties below indicate the Parties’ agreement of
the scope of work to be provided and the terms surrounding the work.



[Signatures appear on next page.]




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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first
above written, Colonial acting through its duly authorized officer.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	COLONIAL PROPERTIES TRUST	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Weston M. Andress

	 	 	 	By:
	 	/s/ John P. Rigrish
	 	 
	 

	 	 	 	 	 	 	 	 
	Weston M. Andress

	 	 	 	 	 	John P Rigrish,	 	 
	 

	 	 	 	 	 	Chief Administrative Officer &	 	 
	 

	 	 	 	 	 	Corporate Secretary	 	 






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	COLONIAL PROPERTY SERVICES, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ John P. Rigrish
 

John P. Rigrish
	 	 
	 

	 	Chief Administrative Officer &

Corporate Secretary	 	 







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