Exhibit 10.4


 


PROPERTY MANAGEMENT AGREEMENT


 


THIS
PROPERTY MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of
[     ·     ] [·], 2009, by and among Reit Management &
Research LLC, a Delaware limited liability company (“Managing
Agent”), and Government Properties Income Trust, a Maryland real
estate investment trust (the “Company”), on behalf of itself and those
of its subsidiaries as may from time to time own properties subject to this
Agreement (each, an “Owner” and, “collectively,
“Owners”).


 


W I T N E S S E T H :


 


WHEREAS, Owners are
the owners of various properties that are currently majority leased to
government tenants and may, in the future, acquire additional properties which,
unless otherwise expressly agreed, shall automatically become subject to this
Agreement without amendment hereof, unless otherwise agreed by the Company and
Managing Agent (collectively, the “Managed Premises”);


 


WHEREAS, Managing Agent is a company that provides property
management and administrative services;


 


WHEREAS, Owners wishes to engage Managing Agent to provide
certain property management and administrative services as hereinafter
provided;


 


NOW,
THEREFORE, in consideration of the premises and the
agreements herein contained, Owners and Managing Agent hereby agree as follows:


 


1.             Engagement.  Subject to the terms and conditions
hereinafter set forth, Owners hereby engage Managing Agent to provide the
property management and administrative services with respect to the Managed
Premises contemplated by this Agreement. 
Managing Agent hereby accepts such engagement as managing agent and
agrees to devote such time, attention and effort as may be appropriate to
operate and manage the Managed Premises in a diligent, orderly and efficient
manner.  Managing Agent may, with Owners’
consent, subcontract out some or all of its obligations hereunder to third
party managers.


 


Notwithstanding anything to the contrary set forth in this Agreement,
the services to be provided by Managing Agent hereunder shall exclude all services
(including, without limitation, 


 

















 


any garage management or cafeteria management
services) whose performance by a manager to any Owner could give rise to an
Owner’s receipt of “impermissible tenant service income” as defined in §856(d)(7) of
the Internal Revenue Code of 1986 (as amended or superseded hereafter) or could
in any other way jeopardize an Owner’s federal or state tax qualification as a
real estate investment trust.  Managing
Agent shall not perform any such service and if, in the event Managing Agent
shall inadvertently perform any such service, no compensation therefor shall be
paid or payable hereunder.


 


2.             General Parameters.  Any or all services may be performed or goods
purchased by Managing Agent under arrangements jointly with or for other
properties owned or managed by Managing Agent and the costs shall be reasonably
and fairly apportioned.  Managing Agent
may employ personnel who are assigned to work exclusively at the Managed
Premises or partly at the Managed Premises and other buildings owned and/or
managed by Managing Agent.  Wages,
benefits and other related costs of centralized accounting personnel and
employees employed by Managing Agent and assigned to work exclusively or partly
at the Managed Premises shall be reasonably and fairly apportioned and
reimbursed, pro rata, by Owners in addition to the Fee and Construction
Supervision Fee (each as defined in Section 6).


 


3.             Duties.  Without limitation, Managing Agent agrees to
perform the following specific duties:


 


(a)     To administer the day to day operations of the Managed
Premises.  To seek tenants for the
Managed Premises in accordance with the rental schedule established by the
applicable Owner and to negotiate leases including renewals thereof and to
lease in the applicable Owner’s name space on a lease form approved by such
Owner, only to tenants, at rentals, and for periods of occupancy all as are
approved in each case by the applicable Owner. 
To employ appropriate means in order that the availability of rental
space is made known to potential tenants; provided, however, that
such means shall not include the employment of brokers unless otherwise agreed
by the applicable Owner.  The legal
expenses of negotiating such leases and leasing such space shall be approved
and paid by the applicable Owner.


 


(b)     To administer day to day relations with tenants; to collect
all rents and other income from the Managed Premises and to give receipts
therefor, both on behalf of Owners, and deposit such funds in such banks and
such accounts as are named, from time to time, by Owners, in agency accounts
for and under the name of Owners. Managing Agent shall be empowered to sign
disbursement checks on these accounts.


 


(c)     To monitor the Managed Premises as would be done by a prudent
owner, including by making contracts for and supervising any repairs and/or
alterations to the Managed Premises, including tenant improvements and
decoration of rental space, as may be approved by the applicable Owner.


 


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(d)     For Owners’ account and at its expense, to hire, supervise
and discharge employees or third party contractors, hired with Owners’ consent,
as required to maintain in good order and repair the Managed Premises and their
operating systems.


 


(e)     To obtain, at Owners’ expense, appropriate insurance for the
Managed Premises protecting Owners and Managing Agent while acting on behalf of
Owners against all normally insurable risks relating to the Managed Premises
and complying with the requirements of Owners’ mortgagee, if any, and, upon
approval thereof, to cause the same to be provided and maintained by all
tenants with respect to the Managed Premises to the extent required by the
terms of such tenants’ leases.


 


(f)      To promptly notify the applicable Owner and its insurance
carriers, as required by the applicable policies, of any casualty or injury to
person or property at the Managed Premises, and complete customary reports in
connection therewith.


 


(g)     To procure seasonably all supplies and other materials
necessary for the proper operation of the Managed Premises, at Owners’ expense.


 


(h)     To pay promptly from rental receipts, other income derived
from the Managed Premises, or other monies made available by Owners for such
purpose, all costs incurred in the operation of the Managed Premises which are
expenses of Owners hereunder, including wages or other payments for services
rendered, invoices for supplies or other items furnished in relation to the
Managed Premises, and pay over forthwith the balance of such rental receipts,
income and monies to Owners or as Owners shall from time to time direct.  (In the event that the sum of the expenses to
operate and the compensation due Managing Agent exceed gross receipts in any
month and no excess funds from prior months are available for payment of such
excess, Owners shall pay promptly the amount of the deficiency thereof to
Managing Agent upon receipt of statements therefor.)


 


(i)      To advise Owners promptly of any material developments in the
operation of the Managed Premises that might affect the profitable operation of
the Managed Premises.


 


(j)      To establish, in Owners’ name and with Owners’ approval,
reasonable rules and regulations for tenants of the Managed Premises.


 


(k)     At the direction of the applicable Owner and with counsel
selected by such Owner, to institute or defend, as the case may be, any and all
legal actions or proceedings (in the name of such Owner if necessary) relating
to operation of the Managed Premises.


 


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(l)      To maintain the books and records of Owners reflecting the
management and operation of the Managed Premises, making available for
reasonable inspection and examination by Owners or its representatives, all
books, records and other financial data relating to the Managed Premises.


 


(m)    To prepare and deliver seasonably to tenants of the Managed
Premises such statements of expenses or other information as shall be required
on the landlord’s part to be delivered to such tenants for computation of rent,
additional rent, or any other reason.


 


(n)     To aid, assist and cooperate with Owners in matters relating
to taxes and assessments and insurance loss adjustments, notify the Owners of
any tax increase or special assessments relating to the Managed Premises and,
with Owners’ approval, to enter into contracts for tax abatements services.


 


(o)     To provide such emergency services as may be required for the
efficient management and operation of the Managed Premises on a 24-hour basis.


 


(p)     To enter into contracts for utilities (including, without
limitation, water, fuel, electricity, heating, air conditioning, lighting and
telephone) and for building services (including, without limitation, cleaning
of windows, common areas and tenant space, ash, rubbish and garbage hauling,
snow plowing, landscaping, carpet cleaning and vermin extermination), and for
other services as are appropriate to first class office space or such other
types of properties as may be included in the Managed Premises.


 


(q)     To seek the lowest competitive price commensurate with
desired quality for all items purchased or services contracted by it under this
Agreement.


 


(r)      To provide personnel necessary for the performance of the
foregoing services.


 


(s)     To take such action with respect to the Managed Premises,
generally consistent with the provisions of this Agreement, as would be done by
a prudent owner.


 


(t)      To, from time to time, or at any time requested by the Board
of Trustees of the Company (the “Trustees”), make reports of its performance
of the foregoing services to the Company.


 


4.             Authority.  Owners give to Managing Agent the authority
and powers to perform the foregoing duties on behalf of Owners, subject,
however, to Owners’ approval as specified. Owners further authorize Managing
Agent to incur such reasonable expenses, specifically 


 


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contemplated in Section 2,
on behalf of Owners as are necessary in the performance of those duties.


 


5.             Special Authority of Managing
Agent.  In addition
to, and not in limitation of, the duties and authority of Managing Agent
contained herein, Managing Agent shall perform the following duties, but only
with Owners’ prior approval in each case:


 


(a)     Terminate tenancies and sign and serve in the name of Owners
such notices therefor as may be required for the proper management of the
Managed Premises.


 


(b)     With counsel selected by Owners, and at Owners’ expense,
institute and prosecute actions to evict tenants and recover possession of
rental space, and recover rents and other sums due; and when expedient, settle,
compromise and release such actions or suits or reinstate such tenancies.


 


6.             Compensation.


 


(a)     In consideration of the services to be rendered by Managing
Agent hereunder, Owners agree to pay and Managing Agent agrees to accept as its
sole compensation (i) a management fee (the “Fee”)
equal to three percent (3%) of the gross collected rents actually received by
Owners from the Managed Premises, such gross rents to include all fixed rents,
percentage rents, additional rents, operating expense and tax escalations, and
any other charges paid to Owners in connection with occupancy of the Managed
Premises, but excluding any amounts collected from tenants to reimburse Owners
for the cost of capital improvements or for expenses incurred in curing any
tenant default or in enforcing any remedy against any tenant; and (ii) a
construction supervision fee (the “Construction
Supervision Fee”) in connection with all interior and exterior
construction renovation or repair activities at the Managed Premises,
including, without limitation, all tenant and capital improvements in, on or
about the Managed Premises, undertaken during the term of this Agreement, other
than ordinary maintenance and repair performed by maintenance staff, equal to
five percent (5%) of the cost of such construction which shall include the
costs of all related professional services and the cost of general conditions.


 


(b)     The Fee shall be due and payable monthly, in arrears based on
a reasonable annual estimate or budget with an annual reconciliation within
thirty (30) days after the end of each calendar year.  The Construction Supervision Fee shall be due
and payable periodically, as agreed by Managing Agent and Owners, based on
actual costs incurred to date.


 


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(c)     Notwithstanding anything herein to the contrary, Owners shall
reimburse Managing Agent for reasonable travel expenses incurred when traveling
to and from the Managed Premises while performing its duties in accordance with
this Agreement; provided, however, that reasonable travel
expenses shall not include expenses incurred for travel to and from the Managed
Premises by personnel assigned to work exclusively at the Managed Premises.


 


(d)     Managing Agent shall also receive the amount of any lump sum
reimbursables paid by tenants of the Managed Premises to the extent amounts
paid exceed costs incurred by Owners for work performed with respect thereto.


 


(e)     Except as set forth in Section 2 of this
Agreement, Managing Agent shall be entitled to no other additional compensation
or reimbursement, whether in the form of commission, bonus or the like for its
services under this Agreement.  Except as
otherwise specifically provided herein with respect to payment by Owners of
legal fees, accounting fees, salaries, wages, fees and charges of parties hired
by Managing Agent on behalf of Owners to perform operating and maintenance
functions in the Managed Premises, and the like, if Managing Agent hires third
parties to perform services required to be performed hereunder by Managing
Agent without additional charge to Owners, Managing Agent shall (except to the
extent the same are reasonably attributable to an emergency at the Managed
Premises) be responsible for the charges of such third parties.  Managing Agent shall not, however, hire any
third party without Owners’ prior written consent.


 


7.             Contracts. Managing
Agent shall not, without the prior consent of Owners, enter into any contracts
on behalf of Owners which extend beyond the then current term of this
Agreement.


 


8.             Term of Agreement.  This Agreement shall continue in force and
effect until December 31, 2010, and is renewable annually thereafter by
the Company, on behalf of itself and the Owners, upon such terms and conditions
as may be approved by a majority of the Independent Trustees as defined in the
Company’s Bylaws, as amended as of the date hereof  (the “Independent Trustees”) serving
on the Compensation Committee of the Trustees.


 


Notwithstanding any other
provision of this Agreement to the contrary, this Agreement, or any extension
thereof, may be terminated (a) by either the Company, on behalf of itself
and the Owners, or Managing Agent  upon
sixty (60) days’ written notice to the other party, which termination, if by
the Company, must be approved by a majority vote of the Independent Trustees
serving on the Compensation Committee of the Trustees, or if by Managing Agent,
must be approved by a majority vote of the directors of Managing Agent; and (b) by
Managing Agent upon five (5) business days written notice to the Company
if there is a Change of Control.


 


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For
purposes of this Agreement, a “Change of Control” shall mean (a) the
acquisition by any person or entity, or two or more persons or entities acting
in concert, of beneficial ownership (such term, for purposes of this Section 8,
having the meaning provided such term in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended) of 9.8% or more, or rights, options or
warrants to acquire 9.8% or more, or any combination thereof, of the Company’s
outstanding common shares of beneficial interest or other voting interests of
the Company, including voting proxies for such shares, or the power to direct
the management and policies of the Company, directly or indirectly (excluding,
with respect to the Company, Managing Agent and its affiliates) and persons or
entities that beneficially own 9.8% or more of the Company’s outstanding common
shares of beneficial interest as of immediately prior to the execution and
delivery of this Agreement by the parties hereto; (b) the merger or
consolidation of the Company with or into any other entity (other than the
merger or consolidation of any entity into the Company that does not result in
a Change in Control of the Company under clauses (a), (c), or (d) of this
definition); (c) any one or more sales or conveyances to any person or
entity of all or any material portion of the assets (including capital stock or
other equity interests) or business of the Company and its subsidiaries taken
as a whole; provided  however, that, with respect to the Company,
the acquisition of Transferred Assets as defined in the Business. Management
Agreement (defined in Section 26 hereof) by the Company or any of its
subsidiaries shall not constitute a Change of Control pursuant to this
clause(c); or (d) the cessation, for any reason, of the individuals who at
the beginning of any 36 consecutive month period constituted the Trustees
(together with any new trustees whose election by the Trustees or whose
nomination for election by the shareholders of the Company was approved by a
vote of a majority of the trustees then still in office who were either
trustees at the beginning of any such period or whose election or nomination
for election was previously so approved) to constitute a majority of the
Trustees then in office.


 


Section 9 hereof shall
govern the rights, liabilities and obligations of the parties upon termination
of this Agreement; and, except as provided in Section 9, such
termination shall be without further liability of either party to the other,
other than for breach or violation of this Agreement prior to termination..


 


9.             Termination or Expiration.  Upon termination or expiration of this
Agreement with respect to any of the Managed Premises for any reason
whatsoever, Managing Agent shall as soon as practicable turn over to Owners all
books, papers, funds, records, keys and other items relating to the management
and operation of such Managed Premises, including, without limitation, all
leases in the possession of Managing Agent and shall render to Owners a final
accounting with respect thereto through the date of termination.  Owners shall be obligated to pay all
compensation for services rendered by Managing Agent hereunder prior and up to
the effective time of such termination, including, without limitation, any Fees
and Construction Supervision Fees, and shall pay and reimburse to Managing
Agent all expenses and costs incurred by Managing Agent prior and up to the
effective time of such termination which are otherwise payable or reimbursable
to Managing Agent pursuant to the terms of this Agreement.  The amount of such fees paid as compensation
pursuant to the foregoing sentence shall be subject to adjustment in accordance
with the annual reconciliation contemplated by Section 6(b) and
consistent with past practices in performing such reconciliation.


 


10.           Fidelity Bond.  Owners, at Owners’ expense, may require that
employees of Managing Agent who handle or are responsible for Owners’ money to
be bonded by a fidelity bond in an amount sufficient in Owners’ determination
to cover any loss which may occur in the 


 


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management and operation of
the Managed Premises or that Managing Agent obtain a fiduciary policy of
insurance.


 


11.           Limit on Responsibility;
Indemnification and Insurance.


 


(a)     Managing Agent assumes no responsibility other than to render
the services described herein in good faith and shall not be responsible for
any action of the Trustees in following or declining to follow any advice or
recommendation of Managing Agent.


 


(b)     Owners agree to defend, indemnify and hold harmless Managing
Agent from and against all costs, claims, expenses and liabilities (including
reasonable attorneys’ fees) arising out of Managing Agent’s performance of its
duties in accordance with this Agreement including, without limitation, injury
or damage to persons or property occurring in, on or about the Managed Premises
and violations or alleged violations of any law, ordinance, regulation or order
of any governmental authority regarding the Managed Premises except any injury,
damage or violation resulting from Managing Agent’s default hereunder, or from
Managing Agent’s willful bad faith or gross negligence in the performance of
its duties hereunder.  Without limiting
the foregoing, the Owners shall promptly advance expenses incurred by the
indemnitees referred to in this section for matters referred to in this
section, upon request for such advancement.


 


(c)     Owners agree that required insurance shall include, at Owners’
expense, public liability and workmen’s compensation insurance as required by
law and as mutually agreed by Owners and Managing Agent.


 


12.           Notices.  Any notice, report or other communication
required or permitted to be given hereunder shall be in writing and shall be
deemed to have been duly given when delivered in person, upon confirmation of
receipt when transmitted by facsimile transmission, on the next business day if
transmitted by a nationally recognized overnight courier or on the third
business day following mailing by first class mail, postage prepaid, in each
case as follows (or at such other United States address or facsimile number for
a party as shall be specified by like notice):


 


If
to the Company or the Owners:


 


Government
Properties Income Trust

400 Centre Street

Newton, Massachusetts 02458

Attention:  President 

Facsimile No.:  (617) 219-1441


 


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If
to Managing Agent:


 


Reit
Management & Research LLC

400 Centre Street

Newton, Massachusetts 02458

Attention:  President 

Facsimile No.:  (617) 928-1305


 


13.           Limitation of Liability.


 


(a)     Neither Owners nor Managing Agent shall be personally liable
hereunder, all such liability being limited in the case of Owners to the
interest of Owners in the Managed Premises and in the case of Managing Agent,
to its interest hereunder.


 


(b)     The Declarations of Trust establishing some Owners, a copy of
each, together with all amendments thereto (the “Declarations”),
is duly filed with the Department of Assessments and Taxation of the State of
Maryland, provides that the names of such Owners refers to the trustees under
such Declarations collectively as trustees, but not individually or
personally.  No trustee, officer,
shareholder, employee or agent of such Owners shall be held to any personal
liability, jointly or severally, for any obligation of, or claim against, such
Owners.  All persons or entities dealing
with such Owners, in any way, shall look only to the respective assets of such
Owners for the payment of any sum or the performance of any obligation of such
Owners.


 


(c)     It is the intention of the parties hereto that each Owner be
liable hereunder only with respect to the Managed Premises owned by such Owner
and that each Owner be solely responsible for liabilities incurred with respect
only to its properties and receive all income therefrom.


 


14.           Other Activities of Managing
Agent.  Nothing
herein shall prevent Managing Agent from engaging in other activities or
businesses or from acting as Managing Agent to any other person or entity (including
other real estate investment trusts) even though such person or entity has businesses
similar to those of the Company or the Owners. 
The Company and the Owners acknowledge that Managing Agent manages and
provides property management services to real estate investment trusts and
other persons or entities (including, as of the date of this Agreement, HRPT
Properties Trust, Hospitality Properties Trust, Senior Housing Properties
Trust, Five Star Quality Care, Inc. and TravelCenters of America LLC) and,
except as otherwise expressly agreed in writing, waives any conflict arising
therefrom.  In addition, nothing herein
shall prevent any shareholder or affiliate of Managing Agent from engaging in
any other business or from rendering services of any kind to any other person or
entity (including competitive business activities).  The Company and the Owners acknowledge and
agree that Managing Agent has certain interests that may be divergent from
those of the Company and the Owners.  The
parties agree that these relationships and interests shall not affect the party’s
rights and 


 


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obligations under this
Agreement; provided, however, the Company and the Owners further
acknowledge and agree that whenever any conflicts of interest arise resulting
from the relationships and interests described or referred to in this section
or any such relationship or interest as may arise or be present in the future
by and between the Company or the Owners and Managing Agent or their respective
affiliates or any entity with whom Managing Agent has a relationship or
contract, Managing Agent will act on its own behalf and/or on behalf of any
such entity and not on the Company’s or the Owners’ behalf, and the Company and
the Owners shall make their own decisions and require and obtain the advice and
assistance of independent third parties at their own cost, as they may deem
necessary.


 


15.           Modification of Agreement.  This Agreement may not be modified, altered
or amended in manner except by an amendment in writing, duly executed by the
parties hereto.


 


16.           Independent Contractor.  This Agreement is not one of general agency
by Managing Agent for Owners, but one with Managing Agent engaged as an
independent contractor.  Nothing in this
Agreement is intended to create a joint venture, partnership, tenancy-in-common
or other similar relationship between Owners and Managing Agent for any
purposes whatsoever, and, without limiting the generality of the foregoing,
neither the terms of this Agreement nor the fact that Owners and Managing Agent
have joint interests in any one or more investments, ownership or other
interests in any one or more entities or may have common officers or employees
or a tenancy relationship shall be construed so as to make them such partners
or joint venturers or impose any liability as such on either of them.


 


17.           Governing Law.  This Agreement shall be governed by and in
accordance with the laws of The Commonwealth of Massachusetts.


 


18.           Assignment.  Neither party may assign this Agreement or
its rights hereunder or delegate its duties hereunder without the written
consent of the other party, except in the case of an assignment by Managing
Agent to a corporation, partnership, limited liability company, association,
trust, or other successor entity which may take over the property and carry on
the affairs of Managing Agent.


 


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19.           Successors
and Assigns.  This
Agreement shall be binding upon any successors or permitted assigns of the
parties hereto as provided herein.


 


20.           No Third Party Beneficiary.  No person or entity other than the parties
hereto and their successors and permitted assigns is intended to be a
beneficiary of this Agreement.


 


21.           Severability.         If any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way
impaired, unless the provisions held invalid, illegal or unenforceable shall
substantially impair the benefits of the remaining provisions hereof.


 


22.           Survival.  The provisions of Sections 8 (limited
to the last paragraph of such Section), 9, 11, 12, 13, 17, 20, 22, 23 and 24 of
this Agreement shall survive the termination hereof.


 


23.           Arbitration.


 


(a)     Any disputes, claims or controversies between the parties (i)
arising out of or relating to this Agreement or the provision of services by the
Managing Agent pursuant to this Agreement, or (ii) brought by or on behalf of
any shareholder of the Owners (which, for purposes of this Section 23, shall
mean any shareholder of record or any beneficial owner of shares of the Owners,
or any former shareholder of record or beneficial owner of shares of the
Owners), either on its own behalf, on behalf of the Owners or on behalf of any
series or class of shares of the Owners or shareholders of the Owners against
the Owners or any trustee, officer, manager (including Reit Management &
Research LLC or its successor), agent or employee of the Owners, including
disputes, claims or controversies relating to the meaning, interpretation,
effect, validity, performance or enforcement of this Agreement the Declarations
or the Bylaws of the Owners (all of which are referred to as “Disputes”)
or relating in any way to such a Dispute or Disputes, shall on the demand of
any party to such Dispute be resolved through binding and final arbitration in
accordance with the Commercial Arbitration Rules (the “Rules”) of
the American Arbitration Association (“AAA”) then in effect, except as modified
herein.  For avoidance of doubt, and not
as a limitation, Disputes are intended to include derivative actions against
trustees, officers or managers of the Owners and class actions by Managing
Agent in its capacity as a shareholder against those individuals or entities
and the Owners.


 


(b)     There shall be three arbitrators.  If there are (i) only two parties to the
Dispute (with, for purposes of this Section 23, any and all
Owners involved in the Dispute treated as one party) each party shall select one
arbitrator within 15 days after receipt by respondent of a copy of the demand
for arbitration and (ii) more than two parties to the Dispute, all claimants,
on the one hand, and all respondents, on the other hand, shall each select, by
the vote of a majority of the claimants or the respondents, as the case may be,
one arbitrator.  The two party-nominated
arbitrators shall jointly nominate the third and presiding arbitrator within 15
days of the nomination of the second arbitrator.  If any arbitrator has not been nominated
within the time limit specified herein, then the AAA shall provide a list of
proposed arbitrators in accordance with the Rules and the arbitrator shall
be appointed by the AAA in accordance with a listing, striking and ranking
procedure, with each party having a limited number of strikes, excluding
strikes for cause.    For the avoidance
of doubt, the arbitrators appointed by the parties to such Dispute may be
affiliates or interested persons of such parties but the third arbitrator
elected by the party arbitrators or by the AAA shall be unaffiliated with
either party.


 


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(c)     The place of arbitration shall be Boston, Massachusetts
unless otherwise agreed by the parties.


 


(d)     There shall be only limited documentary discovery of
documents directly related to the issues in dispute, as may be ordered by the
arbitrators.


 


(e)     In rendering an award or decision (the “Award”), the
arbitrators shall be required to follow the laws of The Commonwealth of
Massachusetts.  Any arbitration
proceedings or Award rendered hereunder and the validity, effect and
interpretation of this arbitration agreement shall be governed by the Federal
Arbitration Act, 9 U.S.C. §1 et seq.  The
Award shall be in writing and shall briefly state the findings of fact and
conclusions of law on which it is based.


 


(f)      Except to the extent expressly provided by this Agreement or
as otherwise agreed between the parties, each party involved in a Dispute shall
bear its own costs and expenses (including attorneys’ fees) in the arbitration,
and the arbitrators shall not render an award that would include shifting of
any such costs or expenses (including attorneys’ fees) or, in a derivative case
by the Managing Agent as a shareholder of the Owners, award any portion of the
Owners’ award to the claimant or the claimant’s attorneys. 


 


(g)     The Award shall be final and binding upon the parties thereto
and shall be the sole and exclusive remedy between such parties relating to the
Dispute, including any claims, counterclaims, issues or accounting presented to
the arbitrators.  Judgment upon the Award
may be entered in any court having jurisdiction.  To the fullest extent permitted by law, no
application or appeal to any court of competent jurisdiction may be made in
connection with any question of law arising in the course of arbitration or
with respect to any award made except for actions relating to enforcement of
this agreement to arbitrate or any arbitral award issued hereunder and except for
actions seeking interim or other provisional relief in aid of arbitration
proceedings in any court of competent jurisdiction.


 


(h)     Any monetary award shall be made and payable in U.S. dollars
free of any tax, deduction or offset. 
The party against which the Award assesses a monetary obligation shall
pay that obligation on or before the 30th day following the date of the Award
or such other date as the Award may provide.


 


(i)      This Section 23 is intended to benefit and
be enforceable by the trustees, officers, manager (including Reit Management
& Research LLC or its successor), agents and employees of the Owners and
shall be binding on the shareholders of the Owners and the Owners, as
applicable, and shall be in addition to, and not in substitution for, any other
rights to indemnification or contribution that such individuals or entities may
have by contract or otherwise.


 


24.           Consent to Jurisdiction and Forum.  This Section 24 is subject
to, and shall not in any way limit the application of, Section 23;
in case of any conflict between this Section 24 and Section 23,
Section 23 shall govern. 
The exclusive jurisdiction and venue in any action brought by any party
hereto pursuant to this Agreement shall lie in any federal or state court
located in Boston, Massachusetts.  By
execution and delivery of this Agreement, each party hereto irrevocably submits
to the jurisdiction of such courts for itself and in respect of its property
with respect to such action. The parties irrevocably agree that venue would be
proper in such court, and hereby waive any objection that such court is an
improper or inconvenient forum for the resolution of such action.  The parties further agree and consent to the
service of any 


 


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process required by any such
court by delivery of a copy thereof in accordance with Section 12
and that any such delivery shall constitute valid and lawful service of process
against it, without necessity for service by any other means provided by
statute or rule of court.


 


25.           Entire
Agreement.  This
Agreement constitutes the entire agreement of the parties hereto with respect
to the subject matter hereof and supersedes and cancels any pre-existing
agreements with respect to such subject matter.


 


26.          Other Agreements.  The parties hereto are also parties to a
Business Management Agreement, dated as of the date hereof, as in effect from
time to time (the "Business Management Agreement").  The parties agree that this Agreement does
not include or otherwise address the rights and obligations of the parties
under the Business Management Agreement and that the Business Management
Agreement provides for its own separate rights and obligations of the parties
thereto, including without limitation separate compensation payable by the
Company to Managing Agent thereunder for services to be provided by the
Managing Agent pursuant to the Business Management Agreement.


 


[Signature Page To
Follow]


 


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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as a sealed instrument as of the date above first
written.


 


 


	
   

  	
  MANAGING AGENT:

  
	
   

  	
   

  
	
   

  	
  REIT MANAGEMENT &
  RESEARCH LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  OWNERS:

  
	
   

  	
   

  	
   

  
	
   

  	
  GOVERNMENT PROPERTIES INCOME
  TRUST, on its own behalf and on behalf of its subsidiaries

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: David M. Blackman

  
	
   

  	
   

  	
  Title: Treasurer and Chief
  Financial Officer

  



 


 


[Signature Page to Property Management Agreement]


 


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