**Exhibit 10.1**

 

 

**PROPERTYMANAGEMENT WITHOUT ACCOUNTING SERVICES**

 

**BETWEEN**

 

**AMERIVESTPROPERTIES INC**

 

**AND**

 

**TRAMMELLCROW SERVICES, INC.**

 

**DATE: AUGUST 30,2005**

 

 
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**TABLE OFCONTENTS**

 
| **ARTICLE 1  APPOINTMENT AND AUTHORITY OF MANAGER** |
|----------------------------------------------------------|
| Section 1.1                                         | Appointment |
| Section 1.2                                         | Commencement Date |
|                                                     |   |
| **ARTICLE 2  MANAGER’S AGREEMENTS**            |
| Section 2.1                                         | General Responsibility |
| Section 2.2                                         | Independent Contractor |
|                                                     |   |
| **ARTICLE 3  SERVICES OF MANAGER**                  |
| Section 3.1                                         | For Owner’s Account |
| Section 3.2                                         | Standards |
| Section 3.3                                         | Computer Software |
| Section 3.5                                         | Budgets |
| Section 3.7                                         | Employees |
| Section 3.8                                         | Collection of Rents and  Other Income |
| Section 3.9                                         | Maintenance, Repairs,  Alterations |
| Section 3.10                                        | Capital Expenditures |
| Section 3.11                                        | Service Contracts |
| Section 3.12                                        | Compliance With Laws |
| Section 3.13                                        | Notification of Litigation |
| Section 3.14                                        | Management Office |
|                                                     |   |
| **ARTICLE 4  INSURANCE AND INDEMNIFICATION**        |
| Section 4.1                                         | Manager’s Insurance |
| Section 4.2                                         | Owner’s Insurance |
| Section 4.3                                         | Hold Harmless and Indemnity |
|                                                     |   |
| **ARTICLE 6 MANAGER’S COMPENSATION**           |
| Section 6.1                                         | Management Fee |
| Section 6.2                                         | Gross Revenues. |
| Section 6.3                                         | Compensation of Manager  for Other Services. |
| Section 6.4                                         | [*Disposition of Premises* |
|                                                     |   |
| **ARTICLE 7 TERM AND TERMINATION**                  |
| Section 7.1                                         | Term |
| Section 7.2                                         | Termination By Sale |
| Section 7.3                                         | Termination By Default |
| Section 7.4                                         | Manager’s Obligations  After Termination |
| Section 7.5                                         | Final Accounting. |
|                                                     |   |
| **ARTICLE 8 NOTICES AND ASSIGNMENTS**               |
| Section 8.1                                         | Notice |
| Section 8.2                                         | Permitted Assignment |
|                                                     |   |
| **ARTICLE 9 MISCELLANEOUS**                         |
| Section 9.1                                         | Delegation of  Responsibility for Operational Activities |
| Section 9.2                                         | Signs |

 

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| Section 9.3  | Pronouns                       |
|-------------------|--------------------------------|
| Section 9.4  | Amendments                     |
| Section 9.5  | Headings                       |
| Section 9.6  | Representations                |
| Section 9.7  | Complete Agreement             |
| Section 9.8  | Governing Law                  |
| Section 9.9  | Attorney’s Fees           |
| Section 9.10 | Waiver of Jury Trial           |
| Section 9.11 | Force Majeure                  |
| Section 9.12 | OFAC                           |
| Section 9.13 | Additional Premises            |
|              |                           |
| **EXHIBITS**      |                           |
| Exhibit A    | DESCRIPTION OF REAL  PROPERTY  |
| Exhibit B    | EMPLOYEE  COSTS                |
| Exhibit C    | MANAGEMENT OFFICE COSTS        |
| Exhibit D    | SOFTWARE REQUIREMENTS          |
| Exhibit E    | MANAGEMENT FEE SCHEDULE        |
| Exhibit F    | CONSTRUCTION MANAGEMENT  FEE   |
| Exhibit G    | SCOPE OF WORK                  |
| Rider             | COLORADO  STATE LAW PROVISIONS |

 

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**LIST OFDEFINED TERMS**

 
| Agreement                   |   |
|-----------------------------|--------|
| Approved Capital Budget     |   |
| Approved Operating Budget   |   |
| Budget                      |   |
| Budgets                     |   |
| Capital Budget              |   |
| Claims                      |   |
| Commencement Date           |   |
| Construction Management Fee |   |
| Gross Revenues              |   |
| Hazardous Activity          |   |
| Hazardous Materials         |   |
| Intragroup Merger           |   |
| Management Fee              |   |
| Management Office Costs     |   |
| Manager                     |   |
| OFAC                        |   |
| Operating Budget            |   |
| Operational Activities      |   |
| Owner                       |   |
| Premises                    |   |
| Renewal Term                |   |
| Software Requirements       |   |
| TCC                         |   |
| Term                        |   |

 

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**PROPERTYMANAGEMENT AGREEMENT**

 

This Property Management Agreement (this “**Agreement**”) is made as of August 25,2005, by and between AmeriVest Properties Inc, a (hereinafter referred to as “**Owner**”) and **TRAMMELL CROW SERVICES, INC.**, a Delaware corporation(hereinafter referred to as “**Manager**”).

 

**RECITALS****:**

 

*Owner is the parent company ofvarious corporate entities that own the certain real properties being morefully described on Exhibit A attached hereto, together with allimprovements now or hereafter appertaining thereto or located thereon, and allof Owner’s personal property now or hereafter located thereon or as may fromtime to time be otherwise provided, in accordance with this Agreement, for theuse, operation and enjoyment of Owner or Manager, all of which is hereinaftercollectively referred to as the “**Premises**”.  For purposes of this Agreement, the term “Premises”may include all of the real properties covered by this Agreement, or may referto only one or more of the real properties, as the context may require.  Owner desires to engage Manager as itsexclusive property manager for the Premises to manage and operate the Premises,and Manager desires to accept such engagement.*

 

**WITNESSETH****:**

 

In consideration of the covenants herein contained,the parties hereto agree as follows:

 

**ARTICLE 1APPOINTMENT AND AUTHORITY OF MANAGER**

 

In consideration of the mutual promises made byOwner and Manager in this Agreement and other valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, Owner and Manageragree as follows:

 

**Section 1.1****                                  ****Appointment**.  Ownerhereby appoints Manager as the exclusive managing agent for the Premises.  Owner hereby authorizes Manager to exercisesuch powers with respect to the Premises as may be appropriate for theperformance of Manager’s obligations under the terms of this Agreement andManager accepts such appointment under the terms and conditions hereinafter setforth.  Manager shall have no right orauthority, expressed or implied, to commit or otherwise obligate Owner in anymanner whatsoever except to the extent provided herein.

 

**Section 1.2****                                  ****Commencement Date**.  Manager’sduties and responsibilities under this Agreement shall begin on October 1,2005 (the “**Commencement Date**”),and shall continue until the expiration or earlier termination of thisAgreement as provided under Article 6.

 

**ARTICLE 2MANAGER’S AGREEMENTS**

 

**Section 2.1****                                  ****General Responsibility**.  Manager,on behalf of Owner, shall implement, or cause to be implemented, the decisionsof Owner with respect to the Premises and shall supervise

 

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anddirect the management and operation of the Premises on behalf of Owner asprovided in this Agreement  (the “**Operational Activities**”).  Manager agrees to use commercially reasonableefforts in its conduct of the Operational Activities and to comply with suchinstructions and policies as may be reasonably requested by Owner.

 

**Section 2.2****                                  ****Independent Contractor**.  Managercovenants and agrees to perform the Operational Activities and Owner authorizesManager to perform the Operational Activities on behalf of Owner.  Manager, in the performance of its dutiesunder this Agreement, is an independent contractor and it is expresslyunderstood and agreed that payments hereunder shall be payments by Owner toManager as an independent contractor and not as an agent, employee, partner orjoint venturer of Owner.  Nothing in thisAgreement shall be construed as requiring Manager to bear any portion of anylosses or gains arising out of or connected with the ownership or operation ofthe Premises.

 

**ARTICLE 3SERVICES OF MANAGER**

 

**Section 3.1****                                  ****For Owner’s Account**.  Theservices of Manager in performing its duties and providing services pursuant tothis Agreement shall be for the account of Owner.  Owner agrees to be responsible for all costs,expenses, and disbursements incurred by Manager under the terms of thisAgreement in conducting the Operational Activities, such as, but not limitedto: contracts for cleaning and janitorial service, landscaping, maintenanceservices, supplies and equipment, employee costs, and other costs directlyrelated to the management and operations of the Premises. Manager will notincur any expenses or make any expenditure except as expressly permitted in orby this Agreement.  Under nocircumstances shall Manager be required to advance funds from its own accountsfor the operation, maintenance, repair or management of the Premises.  Owner shall be responsible for fullcompliance with all applicable federal, state and municipal laws, ordinances,regulations and orders relating to the use, operation, repair and maintenanceof the Premises and with the rules, regulations and orders of the local Boardof Fire Underwriters or other similar body, if any.

 

**Section 3.2****                                  ****Standards**.  Subjectto budgetary limitations, Manager shall manage, operate, and maintain thePremises in a manner normally associated with the management and operation of aproject of similar quality which shall include maintaining the Premises in aclean, safe, operable, and attractive condition comparable to similar projectsin the area, unless otherwise directed by Owner.

 

**Section 3.3****                                  ****Computer Software**.  AtOwner’s cost, Manager shall utilize the software system(s) (and if required torun the software, the specialized hardware, connectivity, service and supportrequirements necessary for such software), as more particularly set forth on Exhibit Dattached hereto  (the “**Software Requirements**”).  Owner agrees to provide and pay for allannual licensing agreement fees and training for Manager’s employees (includingtravel costs) related to Manager’s adoption of the Software Requirements.

 

**Section 3.4****                                  ****Budgets**.  Managershall for each calendar year prepare and submit to Owner a proposed operatingbudget (the “**Operating Budget**”)and a proposed capital improvements budget (the “**Capital Budget**”, and each of the Capital Budget andOperating Budget, a

 

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“**Budget**,” and collectively the “**Budgets**”) for, respectively, the (i) managementand operation of the Premises and (ii) the replacement, repair, andmaintenance of equipment or improvements of a capital nature on or about the Premises.  Each proposed Budget for the succeedingcalendar year shall be presented to Owner no later than October 1 of thepreceding calendar year, or, as to the initial Budgets, no later thanforty-five (45) days after the Commencement Date.

 

(a)                                  If the proposed Budgets are acceptable toOwner, Owner shall so notify Manager within thirty (30) days after Owner’sreceipt of the Budgets.  Should Ownerfail to notify Manager within such thirty (30) day period then the proposedOperating Budget (but not the Capital Budget) will be deemed accepted byOwner.  The proposed Operating Budgetwhen approved or deemed approved, shall then become the approved OperatingBudget (the “**Approved Operating Budget**”)for purposes of this Agreement.

 

(b)                                 The Approved Operating Budget shallconstitute an authorization for Manager to expend such funds as are appropriateto manage and operate the Premises.  Anysuch authorization to expend money shall be limited to the allocationsspecifically set forth in the Approved Operating Budget, except as set forthbelow.

 

(1)                                  Any contemplated expenditure that will resultin a cumulative excess of: (A) five percent (5%) of the year-to-date (YTD)budgeted expenses, or, (B) ten percent (10%) in any one of the majoroperating categories comprising the Budget, and (C) exceeding fivethousand dollars ($5,000), shall require the prior written approval ofOwner.  Manager shall notify Owner inwriting of the variance and Owner shall approve or disapprove the expenditurein writing within five (5) days of receipt of Manager’s notification.  Should Owner fail to notify Manager withinsuch five (5) day period, then the variance shall be deemed approved byOwner.

 

(c)                                  The Capital Budget, when approved, shall thenbecome the approved capital budget (“**ApprovedCapital Budget**”) and shall constitute an authorization forManager to expend such funds as are appropriate to implement the items calledfor in such budget for the Premises.  Anysuch authorization to expend money shall be limited to the allocations specificallyset forth in the Approved Capital Budget.

 

**Section 3.5****                                  ****Employees**.  Managershall have in its employ at all times a sufficient number of capable employeesto properly, safely, and economically carry-out the OperationalActivities.  All matters pertaining tothe employment, supervision, compensation, promotion, and discharge of suchemployees are the sole responsibility of Manager.

 

(a)                                  **Insurance**. Manager shall fully comply with all applicable laws and regulationspertaining to worker’s compensation insurance, social security insurance,unemployment insurance, hours of labor, wages, working conditions (to theextent the same are reasonably under Manager’s control), and otheremployer-employee related subjects. Manager represents that it is and will continue to be an EqualOpportunity Employer.

 

(b)                                 **Employees of Manager**.  Allpersons employed at the expense of Owner in connection with the OperationalActivities shall be employees of Manager, consultants or independentcontractors retained by Manager.

 

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(c)                                  **Manager’s Employee CostsReimbursed**.  After initial payment by Manager, Owner shallreimburse Manager for all employee salaries, benefits (including, withoutlimitation, workers compensation insurance costs) and bonuses for those fullyor partially dedicated employees of Manager, all of which shall be part of theApproved Operating Budget, and for which initial estimates are set forth on Exhibit Bof this Agreement.  Benefits chargesshall be fixed at 34% of the base salary and bonus of each employee.  The levels of employee compensation andbenefits (and the maximum levels of any bonuses) shall not exceed the amountsfor the individual, corresponding employee positions set forth in the ApprovedOperating Budget.  Such employeecompensation, including benefits, may be increased annually to reflect actualcost of living increases and individual merit raises, all as may be approved byOwner in the Operating Budget.  Salaries,bonuses and benefits shall be reimbursed every two weeks or as otherwise paidby Manager.

 

Inaddition to the costs set forth on Exhibit B, Owner will reimburseManager for a percentage of any employment severance payments incurred byManager for terminating an employee of Manager as a result of Owner’stermination of this Agreement or Owner’s request that the number of Manager’spersonnel allocated to the Premises be reduced, with Owner’s percentage beingdetermined by comparing (1) the time such individual devoted to theOperational Activities and (2) the terminated employee’s tenure withManager.  Owner will not be responsiblefor reimbursing Manager for any severance payments (i) if this Agreementor the applicable employee was terminated or removed for cause or (ii) madeto the terminated employee in excess of the standard payments due pursuant tothe then current severance program of Manager, or (iii) said terminationoccurs after the first 12 months of the Agreement.

 

**Section 3.6**            **Collection of Rents and Other Income**.

 

Managershall use commercially reasonable efforts to collect all rents and othercharges which may become due from any tenant or from others for servicesprovided in connection with the use of the Premises.  Manager shall identify and collect any incomedue Owner for miscellaneous services provided to tenants or to the generalpublic.  All sums so collected shall bedeposited in the Operating Account. Manager may, with the prior consent of Owner and at the expense ofOwner, employ counsel and/or a collection agency to assist in the collection orenforcement of any right or remedy against any tenant who is in default in theperformance of its obligation under its lease. Expenses actually incurred by Manager in bringing any collection orenforcement actions will be paid from the Operating Account or from Owner’sfunds if the Operating Account contains insufficient funds.  Manager shall not write-off any income itemsgreater than two dollars without the prior approval of Owner.

 

**Section 3.7****                                  ****Maintenance, Repairs,Alterations**.  Manager shall, at Owner’s sole cost andexpense, initiate and supervise all ordinary and extraordinary repairs,decorations and alterations on or about the Premises, including (i) repairsor alterations which Owner is required to make pursuant to the terms of tenantleases and (ii) the administration of a preventative maintenance programfor all mechanical, electrical and plumbing systems and equipment for whichtenants are not solely responsible.

 

(a)                                  **Operations and Maintenance**. Manager shall undertake and supervise all operational activities of thePremises for which tenants are not solely responsible such as, but

 

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notlimited to: janitorial and cleaning work, window washing, metal and marblemaintenance; security of the Premises; landscaping; operation of HVAC andelectrical equipment; a preventative maintenance program; and any othermaintenance or repair activity to ensure operation of a quality project forOwner and the tenants.

 

(b)                                 **Emergency Repair andApproved Repair Cost**:  With respect to any expense not itemized inthe Approved Operating Budget, no single expenditure for any repair shallexceed five thousand dollars ($5,000.00) without the prior written approval ofOwner, with the exception of emergencies relating to life support systems,building safety or other emergencies threatening damage to persons or to thePremises.  Manager may make suchemergency repairs as are necessary or advisable, at Owner’s expense, and shalltake all commercially reasonable efforts to immediately notify Owner of anemergency event, the nature of the remedy implemented by Manager, and to theextent such information is available, the cost of implementing suchremedy.  Actual expenses for materialsand labor for such purposes will be paid for from the Operating Account or byOwner.

 

(c)                                  **Hazardous Materials;Violations of Law; Governmental Notices**:  If Owner has previouslyobtained any inspection reports regarding any Hazardous Materials (ashereinafter defined), violations of any laws or ordinances or any governmentalnotices regarding or otherwise relating to the Premises, all such reports shallbe furnished to Manager within five (5) days before the CommencementDate.  Owner hereby warrants that, otherthan the information contained in such reports, Owner has no other knowledge ofhazards in or upon the Premises.  Owneracknowledges that Manager is not an environmental expert or consultant in thefield of Hazardous Materials.  Therefore,with respect to any significant environmental conditions or issues pertainingto Hazardous Materials at the Premises, Owner agrees and acknowledges thatManager and its agents, officers, directors, partners, shareholders andemployees are not and shall not be deemed “operators” of such facility or anytenant operations therein or thereon or “generators” or “transporters” (or haveany comparable legal status) for purposes of current or pending federal, stateor local laws pertaining to Hazardous Materials.  Accordingly, notwithstanding any provisionhereof to the contrary, with respect to any Hazardous Materials that may bepresent below, on, under, in, about or otherwise affecting the Premises,Manager shall not be responsible for detecting, handling, removing, remediatingor otherwise determining how to deal with such Hazardous Materials, and Managershall not in any way be responsible for the storage, transportation, disposal,abatement, cleanup or removal of, or other dealings with, Hazardous Materials(each a “**Hazardous Activity**”),except for those Hazardous Materials, if any, used by Manager in the ordinarycourse of conducting the Operational Activities.

 

(1)                                  **Other Pre-ExistingConditions and Defects**.  In addition to the foregoing, Manager shallnot be responsible for detecting or dealing with any pre-existing conditions ofthe Premises that may adversely affect the operations, maintenance or use ofsuch facility or the health or safety of persons or property.  Furthermore, Manager shall not be responsiblefor detecting or dealing with structural or latent defects or other defects inthe design or construction of the Premises. Owner shall indemnify, defend and hold Manager harmless from and againstall Claims (defined below) asserted against or incurred by Manager to theextent such Claims result from or arise out of any condition or circumstancearising initially prior to the date of this Agreement (regardless of whether

 

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such condition or circumstance continues) or thatotherwise is not a matter for which Manager has specifically agreed toindemnify Owner pursuant to Section 4.3. The foregoing obligation to indemnify, defend and hold harmless Managershall apply regardless of the extent to which the corresponding costs, expensesand liabilities otherwise are covered and paid by the insurance required to becarried by Owner or Manager under this Agreement and shall survive theexpiration of the Term or termination of this Agreement.

 

(2)                                  **Hazardous Activities**. Manager and Owner acknowledge that, from time to time, there may beHazardous Materials that Manager is requested by Owner to clean up, dispose of,remove or otherwise handle or deal with in some fashion, including materials orsubstances that are not suspected to be Hazardous Materials but in fact areHazardous Materials.  If so requested byOwner, Manager may elect to engage in a Hazardous Activity or refuse to do soin its sole discretion.  Furthermore, ifManager elects to engage in any Hazardous Activity, it may at any time ceasethe performance of such Hazardous Activity. Neither the refusal to engage in a Hazardous Activity nor thetermination of a Hazardous Activity previously commenced shall be deemed in anyway to be a default or breach under this Agreement or otherwise subject Managerto penalty or liability.

 

(3)                                  **Hazardous Materials Defined**.  Asused herein, “**Hazardous Materials**”shall mean any hazardous material or substance which is or becomes defined as a“hazardous waste,” “hazardous substance,” “hazardous material,” pollutant, orcontaminant under any federal, state or local statute, regulation, rule orordinance or amendments thereto including, without limitation, thecomprehensive Environmental Response, Compensation and Liability Act (42 U.S.C.§ 9601) as amended, and/or the Resource Conservation and Recovery Act (42U.S.C. § 6901).

 

**Section 3.8****                                  ****Capital Expenditures**.  TheApproved Capital Budget constitutes the authorization for Manager to proceedwith obtaining bids for capital improvements covered by the Approved CapitalBudget.  With respect to bidscontemplating expenditures in excess of five thousand dollars ($5,000.00)Manager shall obtain the prior written approval of Owner prior to the awardingof any such contract.  With respect tothe purchase and installation of major items of new or replacement equipmentand/or materials, when the cost exceeds ten thousand dollars ($10,000.00) forany one item not included in the Approved Capital Budget, Manager shallrecommend to Owner the purchase of such items when Manager believes the same tobe necessary or desirable and shall obtain Owner’s approval prior to purchasingsuch items.  Owner may pay for capitalexpenses from its own resources or may authorize payment by Manager out of theOperating Account.

 

**Section 3.9****                                  ****Service Contracts**.  Managershall arrange on behalf of Owner for the cleaning, maintenance and servicesneeded by the Premises, but shall not enter into any contract or obligation inconnection with the management, operation, and maintenance of the Premises thatis not included in the Approved Operating Budget without the prior writtenauthorization of Owner (except as otherwise provided in this Agreement).  As a condition to obtaining authorization,Manager shall supply Owner with a copy of the proposed contract and shall stateto Owner the relationship, if any, between Manager and the party proposed tosupply such goods

 

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and/orservices.  If any bid is from a relatedparty, such bid must be accompanied by one (1) independent bid for thesame work.  Each such service contractentered into by Manager shall not extend for more than one year, and shallinclude a provision of cancellation thereof upon not more than thirty (30) dayswritten notice and without payment of any cancellation fee, unless otherwiseapproved in writing by Owner, and shall require that all contractors provideevidence of sufficient insurance.  Allservice contracts are entered into by Manager, as Owner’s agent (for thislimited purpose, only), for the account and in the name of Owner and the fundsnecessary to pay for the services so obtained shall be paid from the OperatingAccount with funds advanced by Owner.

 

**Section 3.10****                           ****Compliance With Laws**. (Subject to the provisions of Section 3.7(c), Manager shall, atOwner’s expense, use commercially reasonable efforts to cause the operation ofthe Premises to comply with any and all laws, ordinances, rules andregulations affecting the Premises. Manager shall immediately notify Owner of any known violation of anyfederal, state or municipal or other governmental law, ordinance, rule orregulation due to the structure or condition of the Premises or the use madethereof by any tenant, occupant or employee. If the expense of remedying any such violation is less than five hundreddollars ($500.00), Manager may, (but shall have no obligation to) remedy suchviolation and the expenses thereof shall be paid from the OperatingAccount.  If the expense of remedyingsuch violation exceeds such amount, Manager shall not take any action withrespect to such violation except to notify Owner and await Owner’s writteninstructions, unless relating to an emergency, building safety or otheremergency potentially threatening damage to persons or the Premises.  Manager shall not, in performance of itsservices hereunder, knowingly violate, and shall comply in all materialrespects with the terms of, any ground lease, space lease, mortgage, deed oftrust or other security instrument binding on or affecting any of the Premises,provided that true and complete copies of such documents have been delivered toManager or Owner has otherwise disclosed such terms to Manager in writing.  If a conflict arises between the terms of anysuch document and the terms of this Agreement, Manager shall not take anyaction except to notify Owner and await Owner’s written instructions.  Manager shall not be required to make anypayment or incur any liability in order to comply with any such terms orconditions of any such instruments.

 

**Section 3.11****                           ****Notification of Litigation**.  IfManager is notified of any claim, demand, suit or other legal proceeding madeor instituted against Owner on account of any matter connected with thePremises, Manager shall give Owner all information in its possession pertainingto such matter, and shall assist and cooperate with Owner, at Owner’s expense,in all reasonable respects in the defense of any such suit or other legalproceeding.  Owner shall reimburseManager for all reasonable expenses incurred by Manager on Owner’s behalf.

 

**Section 3.12****                           ****Management Office**.  Atall times during the Term (and any Renewal Term), Owner shall provide toManager, at Owner’s sole cost and expense, (a) an on-site offices,together with necessary furniture, fixtures and equipment, (including printers,copiers, phones and fax machines) at the Premises for Manager’s sole use thatis suitable for the conduct of Manager’s duties hereunder, and (b) sufficientcomputer systems for the conduct of Manager’s duties hereunder.  In addition, Owner shall, at Owners’ solecost and expense, provide technical support services and such connections asare necessary to allow Manager to access Manager’s central corporateserver.  The initial cost of the on-sitefurniture, fixtures, equipment and services to be provided to Manager pursuantin the this section (“**ManagementOffice Costs**”) is set forth

 

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inExhibit C attached hereto. If the on-site office and services are used by Manager to service otherproperties of Owner (or an affiliate of Owner), the Management Office Costswill be allocated among the Premises and such other properties in a mannerreasonably satisfactory to Owner and Manager. Upon reasonable advance notice to Manager, Owner may relocate theon-site office from time to time to space of comparable or greater utility.

 

**ARTICLE 4INSURANCE AND INDEMNIFICATION**

 

**Section 4.1****                                  ****Manager’s Insurance**. Manager shall, at Owner’s expense, secure and maintain with one or moreinsurance companies reasonably satisfactory to Owner, the following insurance:

 

(a)                                  Commercial general liability in an amount notless than $1,000,000 combined single limit, per occurrence/ $2,000,000 annualaggregate including coverage for:

 

(1)                                  premises-operations;

 

(2)                                  products/completed operations;

 

(3)                                  blanket contractual liability;

 

(4)                                  broad form property damage;

 

(5)                                  independent contractors; and

 

(6)                                  personal injury.

 

(7)                                  E&O Coverage $1,000,000 single occurrence$2,000,000 annual

 

(8)                                  Joint Loss Payee – Dishonesty Bond

 

(b)                                 Worker’s compensation and employer’sliability insurance covering all employees of Manager in accordance with statelaw.

 

(c)                                  Employers’ liability in an amount of not lessthan $1,000,000.

 

(d)                                 Employee Fidelity Bond of not less than$2,000,000.

 

(e)                                  Manager shall provide non-owned or hiredautomobile liability insurance with bodily injury limits of not less than OneMillion Dollars ($1,000,000) per person and Two Million Dollars ($2,000,000)per accident and property damage limits of not less than One Million($1,000,000) combined single limit.

 

Upon Owner’s request, Manager shall furnishsatisfactory evidence of the foregoing insurance to Owner.  Manager shall also require all contractorsand subcontractors performing work on, in, or about the Premises to maintainthe coverages outlined in this Section 4.1,  Any contractors or sub contractor having lesscoverage will not be hired without prior approval of the property owner.

 

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**Section 4.2****                                  ****Owner’s Insurance**. Owner, at its own expense, will maintain and keep in force insurancecomplying with the minimum requirements described below:

 

(a)                                  Commercial property insurance covering thefull replacement cost of the building, fixtures, equipment and improvements andbetterments located at the Premises. Such insurance shall cover the perils insured under the special causesof loss form or other “all risk” form and include flood, earthquake andterrorism perils.

 

(b)                                 Loss of rental income, business interruptionand extra expense coverage or similar insurance protecting Owner for any lostincome due to damage to the Premises.

 

(c)                                  Boiler and machinery insurance covering thebuilding, fixtures and equipment located at the Premises for mechanical failureof any property or explosion of pipes or steam boilers.  Such insurance shall include loss of usecoverage/business interruption due to these failures.

 

(d)                                 Commercial general liability and umbrellacoverage with a combined limit of not less than $10,000,000 for each occurrence.

 

Manager shall be named as an additional insured withrespect to Owner’s commercial general liability and umbrella policies, and suchinsurance shall apply as primary insurance with respect to any other insuranceavailable to Owner or Manager.  Suchinsurance shall insure against losses for damage to the Premises or injury topersons which arise out of the management, operation, occupancy, leasing, ormaintenance of the Premises or any activity on the Premises.

 

Each of Owner and Manager agrees (for themselves andon behalf of their insurers) to waive all rights of recovery and subrogationrights against the other, its agents, servants or employees for any loss ordamage which is required to be covered under an insurance policy required to bemaintained under this Agreement. Notification of the existence of this waiver shall be disclosed to eachparty’s insurers, and each of Manager and Owner shall cause such insurers toissue the appropriate endorsement(s) to such policies in order to comply withthis paragraph.  This provision shallalso apply with respect to any insurance policies presently maintained andsubstituted hereafter.  Within fivebusiness days following the Commencement Date, each of Owner and Manager willprovide a certificate of insurance to the other party evidencing allrequirements set forth in this Section 4.2.

 

**Section 4.3****                                  ****Hold Harmless and Indemnity**. Owner agrees to defend, indemnify and hold Manager and its agentsharmless from any liabilities, claims, demands or legal proceedings (includingthe costs, expenses and reasonable attorneys’ fees incurred in defending suchmatters, collectively, “**Claims**”)arising from the leasing, management and operation of the Premises, except tothe extent such liabilities, claims, demands or legal proceedings are causedby, relate to or arise from (a) the grossly negligent acts or willfulmisconduct of Manager or Manager’s agents, employees, or representatives; or (b) actsor omissions of Manager or Manager’s agents, employees or representatives whichare outside the scope of services to be rendered by Manager pursuant to thisAgreement, for which Manager agrees to indemnify and hold Owner harmless.

 

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Managershall provide such indemnification except for actions or events which should becovered under Owner’s insurance specified in Section 4.2 above.

 

In addition, Owner shall indemnify and hold Managerharmless for failure to pay any charges against the Premises to the extent thatnecessary funds for such payment are not made available to Manager by Ownerupon request therefor by Manager.

 

This indemnity provision shall survive thetermination or expiration of this Agreement. If any proceeding is filed for which indemnity is required hereunder,Owner agrees, upon request therefor, to defend Manager in such proceeding atits sole cost, utilizing counsel satisfactory to Manager.  Manager and Owner shall be liable under this Section 4.3only to the extent of the respective obligations specifically imposed upon themhereunder.  In the event of an occurrencethat triggers both Manager’s and Owner’s indemnification obligations hereunder,each party’s liability (including liability for defense costs) shall be equalto the percentage determined to be due to the unindemnified fault of such partyas agreed upon by the parties, as fixed by settlement agreement, as set forthin a final judgment of a court of competent jurisdiction, or as determined byan arbitrator or arbitration panel in an arbitration proceeding, as applicable.

 

**ARTICLE 5MANAGER’S COMPENSATION**

 

**Section 5.1****                                  ****Management Fee**. Owner shall pay Manager a monthly management fee as identified in Exhibit Ehereto (the “**Management Fee**”).  If the Commencement Date is not on the firstday of a calendar month, or if the Term expires (or if this Agreement isterminated) on any day other than the last day of a calendar month, then theManagement Fee for such partial month(s) shall be determined by calculating theManagement Fee for the entire month (as though this Agreement were in effectfor the entirety of such month) and multiplying it by a fraction, the numeratorof which is the number of days during such month that this Agreement waseffective, and the denominator of which is the number of days in such month.Manager shall exclude any revenue due to utility bill backs of certain tenants.

 

**Section 5.2****                                  ****Gross Revenues**.

 

(a)                                  For the purposes of computing the ManagementFee, “**Gross Revenues**” shallmean the total collections received from the Premises, including, but notlimited to, all rents paid by tenants, including percentage or overage rents,escalations; operating expense pass-through components; utility income; incomefrom the operation of concessions; parking revenues; payments for leasecancellations; proceeds from rental interruption or abatement insurance;security deposits applied to the payment of rent after a tenant defaults orapplied to a tenant’s lease for any rent, and any other income derived from theutilization or operation of the Premises.

 

(b)                                 Gross Revenues shall exclude:

 

(1)                                  Withdrawals from the Security Deposits onaccount of damage resulting from tenant misuse of or damage to the Premises.

 

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(2)                                  Receipts from the sale of assets, settlementof fire losses or liability claims, condemnation proceeds or items of a similarnature.

 

(3)                                  Rebates, discounts or other credits receivedby Manager in connection with purchases of goods, service contracts or otherarrangements entered into pursuant to this Agreement for the account of Owner,which items shall accrue solely to the benefit of Owner.

 

**Section 5.3****                                  ****Compensation of Manager forOther Services**.

 

(a)                                  **Construction Management** - Manager shall receive a constructionsupervision fee calculated in accordance with Exhibit F hereto (the“**Construction Management Fee**”).  Owner acknowledges that Manager’s role withrespect to any construction conducted at the Premises is managerial in natureand that Manager shall not provide any physical construction services exceptpursuant to a separate, written agreement. The Construction Management Fee shall be due payable as contractors arepaid for construction activities.

 

(b)                                 **Additional Services** - Manager shall be compensated forAdditional Services as follows:

 

(1)                                  Owner acknowledges that due diligence workrelating to sale or refinancing of the Premises, including generating,reviewing or analyzing accounting or other financial reports, generating orreviewing estoppels and delivery and collection thereof from tenants, compilingcopying and transmitting information to prospective purchasers or lenders andsettlement sheet preparation and review are outside the scope of thisAgreement.  Owner and Manager shallnegotiate a fee for these services as required.

 

(2)                                  Mobile maintenance engineering for part timeprojects will be billed at $42.00 per hour inclusive of all cost (travel,radios, uniforms, after hour service) as approved in the annual budget.

 

**ARTICLE 6TERM AND TERMINATION**

 

**Section 6.1****                                  ****Term**.  ThisAgreement shall commence on the Commencement Date and shall continue for aperiod of twelve (12) months (the “**Term**”)and, unless written notice to the contrary is given by either party hereto notless than 60 days prior to the end of the Term (or any Renewal Term), thisAgreement shall automatically be renewed for additional, successive twelve (12)month periods (each a “**Renewal Term**)”on its then-existing terms and conditions.

 

**Section 6.2**                                   **Early termination**   IfOwner terminates this Agreement within the first 6 months, Owner shall pay toManager an amount equal to the difference of the Management Fees collected andthose Management Fees earned if the Agreement was through the first six months.

 

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**Section 6.3****                                  ****Termination By Sale**.  IfOwner sells, transfers, or conveys title to all or substantially all of thePremises to a bona-fide, non-related party, either party may terminate thisAgreement upon sixty (60) days’ prior written notice to the other party.  Owner hereby represents and warrants that, asof the date of this Agreement, Owner has no intention to sell, transfer, orotherwise convey the Premises within the next six (6) months following theCommencement Date.  Owner has listed andintends to sell AmeriVest Plaza at Inverness and Panorama Falls as soon aspossible.

 

**Section 6.4****                                  ****Termination By Default**. Notwithstanding anything to the contrary set forth herein, in the eventOwner or Manager shall default with respect to any material covenant, term orprovision of this Agreement, and the same shall not be cured or correctedwithin sixtey (60) days following the receipt of written notice from thenon-defaulting party specifying the nature of such default, then thenon-defaulting party may terminate this Agreement upon ten (10) days’written notice to the defaulting party.

 

**Section 6.5****                                  ****Manager’s Obligations AfterTermination**.  Upon the termination of this AgreementManager shall:

 

(a)                                  **Deliver Records And Keys**: Deliver to Owner, or such other person or persons designated by Owner,copies of all books and records pertaining to the Premises and all funds in thepossession of Manager belonging to Owner or received by Manager pursuant to theterms of this Agreement (but excluding all fees and expenses paid to Managerpursuant to this Agreement), and all keys or combinations to locks then inManager’s possession.

 

(b)                                 **Termination of Obligations;Rights to Compensation**:  Upon any termination pursuant to this Article 6,the respective obligations of the parties hereto shall cease as of the datespecified in the notice of termination (except for those obligations which, bytheir terms, survive the expiration or termination of this Agreement);provided, however, that Manager shall be entitled to receive any and allcompensation which may be due Manager hereunder at the time of suchtermination.  Such compensation shallinclude any fees set forth in Article 5 (whether Management Fees orotherwise) and all expenses reimbursable to Manager pursuant to the terms ofthis Agreement, each prorated as of the date of termination.

 

**Section 6.6****                                  ****Final Accounting.**

 

(a)                                  Manager shall, within thirty (30) days of thedate of expiration or termination of this Agreement, deliver to Owner, at Owner’sexpense, the following:

 

(1)                                  All executed leases, receipts for deposits,insurance policies, unpaid bills, correspondence and other documents, books andrecords, which are the property of Owner in the possession of Manager.

 

IfOwner does not object in writing (specifying with reasonable detail the basesfor such objections) delivered to Manager within thirty (30) days followingOwner’s receipt of the foregoing, Owner shall be deemed to have approved all ofthe foregoing and Manager shall be deemed to have fully performed all of itsobligations under this Agreement and shall be fully released by Owner from anyand all liability or obligation to Owner under this Agreement.  Any financial reporting requested by Ownerafter the expiration or termination of this Agreement

 

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(otherthan the final accounting) shall be prepared by Manager at an hourly rate equalto the fully-loaded costs of personnel performing such services.

 

**ARTICLE 7NOTICES AND ASSIGNMENTS**

 

**Section 7.1****                                  ****Notice**.  Allnotices, demands, consents, and reports provided for in this Agreement shall bein writing and shall be given to Owner or Manager at the addresses set forthbelow or at such other address as they individually may specify hereafter inwriting:

 
| Owner:   |   | AmeriVest Properties Inc.           |
|----------|--------|-------------------------------------|
|     |   | 1780 S. Bellaire St. Suite 100 |
|     |   | Denver, CO 80222                    |
|     |   | Attn: Don Hamilton                  |
|     |   | E-Mail: donh@amvproperties.com      |
|     |   |                                |
| Manager: |   | Trammell Crow Services, Inc.   |
|     |   | 8390 East Crescent Parkway Ste 300  |
|     |   | Greenwood Village, CO 80111         |
|     |   | Attn: Bruce Backstrom               |
|     |   | E-Mail: bbackstrom@trammellcrow.com |
|     |   |                                |
| copy to: |   | Trammell Crow Services, Inc.   |
|     |   | 2001 Ross Avenue, Suite 3400   |
|     |   | Dallas, Texas 75201                 |
|     |   | Attn: General Counsel               |

 

Anysuch notice or other communication shall be deemed received immediately upondelivery in person or three (3) days after being deposited in the UnitedStates mail, registered or certified mail, return receipt requested, postageprepaid, addressed to the foregoing address(es).  All notices may be delivered by electronicmail, and such notices shall be deemed received immediately upon effectivetransmittal.

 

**Section 7.2****                                  ****Permitted Assignment**. Notwithstanding any other provision of this Agreement, Manager shall bepermitted to assign all of its right, title and interest in and to thisAgreement to any other entity that is directly or indirectly wholly-owned byTrammell Crow Company, a Delaware corporation (“**TCC**”).  Suchpermitted assignment shall include any assignment that may be deemed to occurby operation of law in connection with any merger or consolidation of TCCentity with and/or into any other entity directly or indirectly wholly-owned byTCC (an “**Intragroup Merger**”).  Any such Intragroup Merger shall not bedeemed a breach of, cause a default under or trigger any right of terminationunder, any other provision of this Agreement.

 

**ARTICLE 8MISCELLANEOUS**

 

**Section 8.1****                                  ****Delegation of Responsibilityfor Operational Activities**.  Owner agrees and acknowledges that Managermay delegate all or any part of its obligations under this Agreement

 

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toa regional affiliate of Manager. Notwithstanding the foregoing, Manager shall continue to be liable underthis Agreement for the performance of the Operational Activities.

 

**Section 8.2****                                  ****Conflicts of Interest**. Owner and Manager acknowledge that Manager or an affiliate may beinvolved in representing other persons in real estate transactions involvingOwner or its affiliates or involved in the ownership or management of certainfacilities.  In the event of a conflictbetween Manager’s representation of Owner under this Agreement with respect tosuch transaction and the obligations of Manager or its affiliate to anotherperson with respect to such transaction, at Owner’s request, Manager shallestablish appropriate internal procedures to prevent any communication orcollusion between those employees of Manager or Manager’s affiliates whorepresent parties in such transactions in which such a conflict of interest mayexist, or Owner may require that Manager withdraw from its representation ofOwner with respect to such transaction. Further, Owner acknowledges that Manager or Manager’s affiliates owninterests in persons with whom Owner or Manager may transact business pursuantto this Agreement (such as SiteStuff, Inc., a web-based procurementplatform, workplace IQ, an application service provider that licenses the WPIQreal estate database management software, TCC General Agency, Inc., aninsurance agency through whom Manager purchases insurance, and Raven InsuranceCompany, Ltd., a foreign insurance company providing reinsurance).  Owner has made such inquiries as it maydesire and has satisfied itself with respect thereto, and Owner waives anyclaims arising or that may arise from such conflicts of interest.

 

**Section 8.3****                                  ****Non-Solicitation**. Owner acknowledges that Manager’s employees in a supervisory positionwith respect to the Operational Activities (collectively, the “**Key Manager Personnel**”) are essentialto Manager’s core business of providing management services and are familiarwith Manager’s operating procedures and other information proprietary toManager.  Therefore, without Manager’sprior written consent, Owner agrees that neither Owner nor any affiliate ofOwner shall directly or indirectly (including, without limitation, assistingany third party service provider to) solicit for employment, solicit to hire,employ, hire, make any agreement with, or permit the employment of, any personwho is or has been a member of the Key Manager Personnel within the earlier oftwelve (12) months after such employee terminates employment with Manager ortwelve (12) months after the expiration or earlier termination of thisAgreement.  Owner also acknowledges thata breach of the obligations set forth in this Section would irreparablyharm Manager’s business and leave Manager without an adequate remedy at law,and that Manager would be entitled to seek injunctive relief to enforce theterms of this Section.  This provisionshall survive the expiration or earlier termination of this Agreement.

 

**Section 8.4****                                  ****Signs**. Manager may place and remove, or cause to be placed and removed, suchsigns upon the Premises which Manager deems appropriate including, withoutlimitation, a sign announcing that the Premises is under Manager’s management.

 

**Section 8.5****                                  ****Pronouns**.  Thepronouns used in this Agreement that refer to Manager shall be understood andconstrued to apply whether Manager be an individual, partnership, limitedliability company, corporation or an individual or individuals doing businessunder a firm or trade name.

 

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**Section 8.6****                                  ****Amendments**. Except as otherwise herein provided, any and all amendments, additionsor deletions to this Agreement shall be ineffective unless memorialized in aninstrument signed by both Owner and Manager.

 

**Section 8.7****                                  ****Headings**.  Allheadings used herein are inserted only for convenience and ease of referenceand are not to be considered in the construction or interpretation of anyprovision of this Agreement.

 

**Section 8.8****                                  ****Representations**. Manager represents and warrants that it has authority to enter into thisAgreement and perform all obligations of Manager hereunder.  Owner represents and warrants it has lawfulpossession of the Premises and it has authority to enter into this Agreement.

 

**Section 8.9****                                  ****Complete Agreement**.  ThisAgreement constitutes the entire agreement between the parties with respect tothe subject matter herein stated and supersedes and takes the place of any andall previous management agreements pertaining to the Premises entered intobetween the parties hereto.

 

**Section 8.10****                           ****Governing Law**.  ThisAgreement shall be governed by and construed in

 

**Section 8.11****                           ****Attorney’s Fees**. Should any dispute occur between Owner and Manager with respect to thisAgreement which results in litigation, the losing party shall pay theprevailing party its attorneys’ fees and costs in connection therewith.

 

**Section 8.12****                           ****Waiver of Jury Trial**.  Eachparty hereto, knowingly and voluntarily, and for their mutual benefit, waivesany right to trial by jury in the event of litigation regarding the performanceor enforcement of, or in any way related to, this Agreement.  Notwithstanding any provision of thisAgreement to the contrary, neither party hereto shall be liable for any lost orprospective profits or any other indirect, consequential, special, incidental,punitive or other exemplary losses or damages, whether in tort, contract orotherwise, regardless of the foreseeability or the cause thereof.

 

**Section 8.13****                           ****Force Majeure**. Whenever a period of time is herein prescribed for action to be taken byeither party hereto, such party shall not be liable or responsible for, andthere shall be excluded from the computation of any such period of time, anydelays due to strikes, riots, acts of God, shortages of labor or materials,war, terrorist acts or activities, governmental laws, regulations, orrestrictions, or any other causes of any kind whatsoever which are beyond thecontrol of such party.

 

**Section 8.14****                           ****OFAC**. Owner and Manager each represent and warrant to the other (forthemselves, only) that each is currently in compliance with, and shall at alltimes during the term of this Agreement (including any extension thereof)remain in compliance with, the regulations of the Office of Foreign AssetControl (“**OFAC**”)of theDepartment of the Treasury (including those named on OFAC’s SpeciallyDesignated and Blocked Persons List) and any statute, executive order(including the September 24, 2001, Executive Order Blocking Property andProhibiting Transactions with Persons Who Commit, Threaten to Commit, orSupport Terrorism), or other governmental action relating thereto.

 

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**Section 8.15****                           ****Additional Premises**. Owner and Manager may from time to time, following the execution of thisAgreement, amend the exhibits to this Agreement to add additional Premises thatwill be managed by Manager in accordance with the terms of this Agreement.  Any such amendment shall set forth anyadjustments to the payments due Manager hereunder, including, withoutlimitation, changes to the Management Fee, as may be determined by the mutualagreement of Owner and Manager.

 

[THE REMAINDER OF THIS PAGE IS INTENTIONALLYLEFT BLANK]

 

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IN WITNESS WHEREOF, the parties hereto have executedthis Agreement on the date first above written.

 
| **MANAGER**:                           | **OWNER**:               |
|----------------------------------------|--------------------------|
| ** **                             | ** **               |
| **TRAMMELL CROW SERVICES, INC.**,      | AmeriVest Properties Inc | ** ** |
| a Delaware corporation            | ** **               |
| ** **                             | ** **               |
| ** **                             | ** **               |
| By:                                    | /s/ BRUCE BACKSTROM      | ** ** | By: |  /s/ CHARLES K. KNIGHT | ** ** |
| Print Name: Bruce Backstrom, Senior VP | Print Name:              | Charles K. Knight  | ** ** |
|                                   | Its:                     | CEO | ** ** |
|                                        |                          |  |  |  |  |  |  |  |

 

[SIGNATURE PAGE FOR LIMITED SCOPE PROPERTYMANAGEMENT AGGEEMENT]

 

[THE REMAINDER OF THIS PAGE IS INTENTIONALLYLEFT BLANK]

 

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# **EXHIBIT A**

#  

# **DESCRIPTION OF REAL PROPERTY**

#  

1.               Centerra – 1873 South Bellaire St.  Denver, CO 80222

 

2.               Sheridan – 1777, 1780, and 1805 SouthBellaire St.  Denver, CO 80222

 

3.               Panorama – 9085 East Mineral Circle,Centennial, CO 80113

 

4.               Kellogg – 26 West Dry Creek Circle,  Littleton, CO 80120

 

5.               AmeriVest Plaza – 383 and 385 Inverness DriveParkway,  Englewood, CO 80112

 

A-1

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# **EXHIBIT BEMPLOYEE COSTS**

#  

**Management:**

 
| **Property**     | ** ** | **Employee**           | ** ** | **Base Salary** | ** ** | **Bonus** | ** ** |
|------------------|------------|------------------------|------------|-----------------|------------|-----------|------------|
|             |       |                   |       |            |       |      |       |
| Centerra         |       | Judy Duran,  Senior PM |       | $               | ***        |      | $          | *** |   |
|             |       |                   |       |            |       |      |       |
| Sheridan         |       | Sarah  Simmons, PM     |       | $               | ***        |      | $          | *** |   |
|             |       |                   |       |            |       |      |       |
| Panorama         |       | Sarah  Simmons, PM     |       | $               | ***        |      | $          | *** |   |
|             |       |                   |       |            |       |      |       |
| Kellogg          |       | TBD                    |       | $               | ***        |      | $          | *** |  * |
|             |       |                   |       |            |       |      |       |
| AmeriVest  Plaza |       | TBD                    |       | $               | ***        |      | $          | *** |  * |
|             |       |                   |       |            |       |      |       |
| All  Properties  |       | Pam Jones,  TSC        |       | $               | ***        |      | $          | *** |   |

 

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*We will be looking for a new manager in the $*** - $*** range and a ***% or ***%bonus availability based on the final base salary.  The Summary above anticipates a $*** base and***% bonus availability.

 

**Maintenance**

 
| Centerra         |   | Chris  Hollerback |   | $      | ***    |   | $      | *** |   |
|------------------|--------|-------------------|--------|--------|--------|--------|--------|-----|--------|
|             |   |              |   |   |   |   |   |
| Sheridan         |   | Julio  Figueroa   |   | $      | ***    |   | $      | *** |   |
|             |   |              |   |   |   |   |   |
| Panorama         |   | Steven  Thompson  |   | $      | ***    |   | $      | *** |   |
|             |   |              |   |   |   |   |   |
| AmeriVest  Plaza |   | Steven  Thompson  |   | $      | ***    |   | $      | *** |   |
|             |   |              |   |   |   |   |   |
| Kellogg          |   | Todd  Montgomery  |   | $      | ***    |   | $      | *** |   |

 

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Note:  Annual pay raises for the above employeeswill be handled per the annual budget. Benefits are as per outlined in Section 3.5c.

 

# *****Theconfidential portion of this Agreement has been omitted and filed separatelywith the Securities and Exchange Commission.**

 

B-1

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# **EXHIBIT C**

#  

# **MANAGEMENT OFFICE COSTS**

 

# AmeriVest will cover allcosts associated with the management offices per the annual budgets.

 

C-1

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# **EXHIBIT D**

#  

# **SOFTWARE REQUIREMENTS**

 

# AmeriVest will cover allcosts associated with the software requirements per the annual budgets.

 

D-1

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**EXHIBIT E**

#  

**MANAGEMENTFEE**

 

Ownershall pay Manager a monthly management fee as identified in an amount equal tothe greater of (a) one point eight percent (1.8%) of the monthly GrossRevenues (as defined in Section 5.2) for the preceding month for any monthduring the term hereof or (b) the following monthly minimums per property:

 

**Centerra** – Three thousand six hundred and 00/100 Dollars ($3,600)

 

**Sheridan** – Two thousand six hundred and 00/100 Dollars ($2,600.)

 

**Kellogg** – Two thousand four hundred and 00/100 Dollars ($2,400)

 

**Amerivest Plaza** – Two thousand seven hundred and 00/100Dollars ($2,700)

 

**Panorama Falls** – One thousand two hundred and 00/100Dollars ($1,200)

 

Manageragrees that additional income due to utility reimbursement for TouchstoneImaging in Suites 105 & 106 at Kellogg will not be included in themanagement fee calculation.

 

E-1

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# **EXHIBIT F**

#  

# **CONSTRUCTION MANAGEMENT FEE**

#  

*The Construction Management Fee shall equal thefollowing percentages of all construction costs, including architectural andengineering consulting fees, permits and reproduction costs, incurred inconjunction with any construction, including, but not limited to, capitalrepairs and improvements, major building reconstruction, and tenantimprovements and repairs associated with the project:*

 
| **Cost of Construction:**  | ** ** | **Construction Management Fee:** | ** ** |
|----------------------------|------------|----------------------------------|------------|
| $0 through  $10,000        |       | 0                                | %          |   |
| $10,001  through $100,000  |       | 5                                | %          |   |
| $100,001  through $400,000 |       | 4                                | %          |   |
| *Over  $400,000*           | * *   | *3*                              | *%*        | * * |

 

*If a tenant is performing its tenant improvement workand paying a construction management fee approved by Owner, then Manager shallonly be responsible for monitoring the work as Owner’s representative and, insuch instance, will receive a construction management fee equal to the lesserof two and one half percent (2.5%) of the amount of the total costs of theproject or $5,000.00*

 

F-1

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**EXHIBIT G**

**SCOPE OFWORK**

 

The following outlines the scope of work thatTrammell Services Inc. will provide to Owner for the management of Property:

 

A.                                   Property Maintenance

1.                                       Regular physical inspections of the property,with focus on areas of risk, liability and vendor performance.  Written inspection reports to be sent to theManager and Owner on a monthly basis.

2.                                       Contract Services

a)                                      prepare specifications

b)                                     solicit multiple bids

c)                                      negotiate with vendors and prepare contracts

d)                                     supervision of contractors

3.                                       Contract and administration of emergencyrepairs

4.                                       Tenant service calls/24 hour 7 day on-callservice

a)                                      answer calls

b)                                     prepare work order

c)                                      direct and supervise maintenance staffincluding maintenance technician and day porter, including but not limited to,regulating after-hours weekend access.

5.                                       Tenant Relations – Tenant Handbook – Visitwith Tenants

6.                                       Supervise and Change Life Safety Plan asRequired

7.                                       Review and Discuss Code Issues withGovernment Agencies

8.                                       Consult with ownership on Energy Managementissues

9.                                       Assist Ownership with Risk Management Plan

10.                                 Receive and approve invoices for paymentusing Owner’s chart of accounts. Such invoices shall be sent to the Manager’s office for payment.

11.                                 Assist with customer service initiativesestablished by Owner including special training sessions.  Travel and other costs associated with thisinitiative will be paid by Owner.

12.                                 Facilitate sale including, but not limitedto, conducting property tours, providing due diligence material to prospectivebuyers.

 

G-1

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**THIS FORM HASNOT BEEN APPROVED OR PROMULGATED BY THECOLORADO REAL ESTATE COMMISSION BUT HAS BEEN PREPARED BY THELAW FIRM OF BROWNSTEIN HYATT & FARBER, P.C.**

 

**COLORADO RIDER TO PROPERTY MANAGEMENT AGREEMENT**

 

This rider (“**Rider**”)is incorporated into and made a part of that certain **Limited Scope Property Management** Agreement dated as of **August, 25**, 2005 (the “**Agreement**”) by and between TrammellCrow Services Inc., as Property Manager (“**PropertyManager**”), and Amerivest, Inc., as owner (“**Owner**”) and Broker (as such term ishereinafter defined).

 

1.                                       Governing Law. Owner and Property Manager agree that in the event of a conflict betweenthe terms of this Rider and the terms of the Agreement, the terms of this Ridershall control as to all matters governed by Colorado law and all propertieslocated in the State of Colorado.

 

2.                                       Designated Broker. Owner acknowledges and agrees that the below-listed individual(s) (each,a “**Broker**”, and,collectively, the “**Brokers**”)shall serve as the limited agent(s) of Owner to perform any and all listing,marketing, advertising, rental and leasing services, if any, required by Owneras set forth in the Agreement and this Rider (collectively, the “**Broker Services**”).  If more than one Broker is listed below, thenreferences in this Rider and in the Agreement to “Broker” shall include allpersons listed below, including substitute or additional individuals.  Owner acknowledges and agrees that any agencyrelationship created by the Agreement and this Rider exists only with Brokerand does not extend to Property Manager or to any other brokers employed orengaged by Manager who are not so designated in a properly executed amendmentor addendum to the Agreement.

 

**Bruce Backstrom**

 

3.                                       Choice of Relationship. Different brokerage relationships are available under Colorado law.  Owner acknowledges and agrees that Brokermay, from time to time, deal with both Owner and a tenant or potential tenant(a “**Tenant**”) of theproperty which is the subject of the Agreement (the “**Premises**”).  In such event, Owner and Broker acknowledgeand agree that Broker shall act and represent Owner solely in the capacity setforth next to the box checked below.

 

**•**                  **Landlord’s Agent**.  Ifthis box is checked, Broker shall represent Owner as landlord’s agent and shalltreat Tenant as a Customer (as defined below). If this box is checked, Broker’s duties and obligations to Owner shallbe as set forth on Exhibit A to this Rider.  A “**Customer**”is a party to a transaction with whom Broker has no brokeragerelationship.  Broker shall disclose to suchCustomer Broker’s relationship with Owner.

 

**•****                 ****Landlord’s Agent UnlessBrokerage Relationship with Both**.  If this box is checked, Brokershall represent Owner as landlord’s agent, Broker’s duties and obligations toOwner shall be as set forth on Exhibit A and Broker shall treatTenant as a Customer, unless Broker currently has or enters into anagency or Transaction Broker relationship

 

G-2

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with Tenant, in which case Broker shall act as aTransaction Broker and Broker’s duties and obligations to Owner shall be as setforth on Exhibit B to this Rider.

 

•                  **Transaction Broker**.  Ifthis box is checked, Broker shall (if also permitted by Tenant) act as aTransaction Broker.  If this box ischecked, Broker’s duties and obligations to Owner shall be as set forth on Exhibit Bto this Rider.  When acting as aTransaction Broker, Broker assists the parties throughout a contemplated realestate transaction with communication, interposition, advisement, negotiation,contract terms and the closing of the transaction without being an agent oradvocate for the interests of either party to the transaction.** **

 

4.                                       Broker Not Property Manager. Notwithstanding anything in the Agreement or this Rider to the contrary,in no event shall Broker be liable to Owner or responsible for any services,obligations or duties imposed by the Agreement or this Rider except for theBroker Services; provided, however, that Broker shall be bound by anyconfidentiality and non-disclosure provisions of the Agreement except asotherwise required by Colorado law.

 

5.                                       Owner’s Acknowledgement.  Byits signature below, Owner acknowledges that Property Manager and Broker haveinformed Owner that (a) the designation of agency relationship set forthin Section 3 of this Rider has legal consequences and has advised Owner toconsult Owner’s legal counsel regarding such consequences, and (b) pursuantto C.R.S. §§ 12-61-804 and 12-61-807, Owner, in its capacity as landlordof the Premises, shall not be vicariously liable for the acts of Broker thatare not ratified, approved or directed by Owner.

 

6.                                       Operating Accounts.  Ifthe Agreement provides that security deposits for the Premises shall beforwarded directly to Owner or are to be kept in an account in Owner’s name oran account which is the sole and exclusive property of Owner (*e.g.*, not a trust account or PropertyManager’s account) (an “**Owner SecurityDeposit Account**”), then the following provisions shall apply:

 

a.                                       Owner shall be a signatory on any Owner SecurityDeposit Account and Owner shall be solely liable for the return of any securitydeposit to the applicable Tenant at the Premises.

 

b.                                      Owner hereby authorizes Manager to discloseOwner’s name and mailing address to any Tenant upon such Tenant’s inquiry.

 

c.                                       Pursuant to Colorado law, the deposit ofsecurity deposits into an Owner Security Deposit Account or the forwarding ofsuch Security Deposits directly to Owner must be disclosed to all Tenants.  In the event that such disclosure is not madein the applicable Tenant lease(s), Owner acknowledges that Property Managershall, prior to depositing any security deposit into an Owner Security DepositAccount or forwarding any security deposit directly to Owner, notify theapplicable Tenant(s) of such action in writing.

 

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[Signatures on next page]

 

G-4

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| **[OWNER]**                      |
|----------------------------------|
|                             |
| **AMERIVEST PROPERTIES INC.**    |
|                             |
| By:                              | /s/ Charles K. Knight |   |
| Name:                            | Charles K. Knight |   |
| Title:                           | CEO |   |
|                             |
| **[PROPERTY MANAGER]**           |
|                             |
| Trammell Crow Services Inc.,     |
| A Delaware company               |
|                             |
|                             |
| By:                              |   | /s/ BRUCE BACKSTROM |   |
| Name: **Bruce Backstrom**        |
| Title: **Senior Vice President** |
|                             |
|                             |
| By:                              |   | /s/ BRUCE BACKSTROM |   |
| Name: **Bruce Backstrom**        |
| Designated Broker                |
|                                  |  |  |  |  |  |  |

 

 

[Signature Page to Colorado Rider toProperty Management/Leasingor Property Management (only) Agreement]

 

G-5

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**EXHIBIT A TO RIDER**

 

**Landlord’sAgent**

 

The following duties and obligations of Broker are (i) solelyin connection with the Premises, and (ii) in addition to the BrokerServices set forth in the Agreement and the Rider.

 

1.                                       To perform the terms of the written agreementmade with Owner;

 

2.                                       To exercise reasonable skill and care ofOwner;

 

3.                                       To promote the interests of Owner with theutmost good faith, loyalty, and fidelity, including, but not limited to:

 

(a)          Seeking a price and terms which are acceptable to Owner; except thatBroker shall not be obligated to seek additional offers to purchase thePremises, or any portion thereof, while the Premises is subject to a contractfor sale or to seek additional offers to lease the Premises while the Premisesis subject to a lease or letter of intent to purchase or lease;

 

(b)         Presenting all offers to and from Owner in a timely manner regardlessof whether the Premises is subject to a contract for sale or a lease or letterof intent to purchase or lease;

 

(c)          Disclosing to Owner adverse material facts actually known by Broker;

 

(d)         Counseling Owner as to any material benefits or risks of a transactionwhich are actually known by Broker;

 

(e)          Advising Owner to obtain expert advice as to material matters aboutwhich Broker knows but the specifics of which are beyond the expertise of suchBroker;

 

(f)            Accounting in a timely manner for all moneyand property received in connection with Broker Services; and

 

(g)         Informing Owner that Owner shall not be vicariously liable for the actsof such Owner’s agent that are not approved, directed, or ratified by Owner.

 

4.                                       To comply with all requirements of and any rules promulgatedpursuant to C.R.S. §12-61-804;

 

5.                                       To comply with any applicable federal, state,or local laws, rules, regulations, or ordinances including fair housing andcivil rights statues or regulations;

 

6.                                       Broker owes no duty or obligation to a buyeror a Tenant; except that Broker shall, subject to the limitations of C.R.S. § 38-35.5-101, concerningpsychologically impacted property, disclose to any prospective buyer or Tenantall adverse material facts actually known by Broker;

 

7.                                       Broker owes no duty to conduct an independentinspection of the Premises, or any portion thereof, for the benefit of a buyeror Tenant and owes no duty to independently verify the accuracy or completenessof any statement made by Owner or any independent inspector;

 

8.                                       Broker may show alternative properties notowned by Owner to prospective buyers or Tenants and may list competingproperties for sale or lease and not be deemed to have breached any duty orobligation to Owner;

 

9.                                       Broker may cooperate with other brokers butmay not engage or create any subagents; and

 

10.                                 The following information shall not bedisclosed by Broker without the informed consent of Owner:

 

(a)          That Owner is willing to accept less than the asking price or leaserate for the Premises or any portion thereof.

 

(b)         What the motivating factors are for the party selling or leasing thePremises or any portion thereof;

 

(c)          That Owner will agree to financing terms other than those offered;

 

(d)         Any material information about Owner unless disclosure is required bylaw or failure to disclosure such information would constitute fraud ordishonest dealing; or

 

(e)          Any facts or suspicions regarding circumstances which maypsychologically impact or stigmatize any real property pursuant to C.R.S. § 38-35.5-101.   *SEEC.R.S. § 12-61-804*

 

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**EXHIBIT B TO RIDER**

 

**TransactionBroker**

 

The following duties and obligations of Broker are (i) solelyin connection with the Premises, and (ii) in addition to the BrokerServices set forth in the Agreement and the Rider.

 

1.                                       To perform the terms of any written or oralagreement made with any party to the transaction;

 

2.                                       To exercise reasonable skill and care asBroker, including, but not limited to:

 

(a)          Presenting all offers and counteroffers in a timely manner regardlessof whether the Premises or any portion thereof is subject to a contract forsale or lease or letter of intent;

 

(b)         Advising the parties regarding the transaction and suggesting that suchparties obtain expert advice as to material matters about which Broker knowsbut the specifics of which are beyond the expertise of Broker;

 

(c)          Accounting in a timely manner for all money and property received inconnection with Broker Services;

 

(d)         Keeping the parties fully informed regarding the transaction;

 

(e)          Assisting the parties in complying with the terms and conditions of anycontract including closing the transaction;

 

(f)            Disclosing to all prospective buyers orTenants any adverse material facts actually known by Broker including but notlimited to adverse material facts pertaining to the title, the physicalcondition of the Premises, any defects in the Premises, and any environmentalhazards affecting the property required by law to be disclosed;

 

(g)         Disclosing to Owner all adverse material facts actually known by Brokerincluding but not limited to adverse material facts pertaining to the buyer’sor Tenant’s financial ability to perform the terms of the transaction; and

 

(h)         Informing the parties that as seller and buyer or as landlord andtenant they shall not be vicariously liable for any acts of Broker;

 

3.                                       To comply with all requirements of and any rules promulgatedpursuant to C.R.S. §12-61-807;

 

4.                                       To comply with any applicable federal, state,or local laws, rules, regulations, or ordinances including fair housing andcivil rights statutes or regulations;

 

5.                                       Broker has no duty to conduct an independentinspection of the Premises or any portion thereof for the benefit of the buyeror Tenant and has no duty to independently verify the accuracy or completenessof statements made by Owner or independent inspectors;

 

6.                                       Broker has no duty to conduct an independentinvestigation of the buyer’s or Tenant’s financial condition or to verify theaccuracy or completeness of any statement made by the buyer or Tenant;

 

7.                                       Broker may do the following without breachingany obligation or responsibility:

 

(a)                                  Show alternative properties not owned byOwner to a prospective buyer or Tenant;

 

(b)                                 List competing properties for sale or lease;

 

(c)                                  Show properties in which the buyer or Tenantis interested to other prospective buyers or Tenants; and

 

(d)                                 Serve as a single agent or transaction-brokerfor the same or for different parties in other real estate transactions;

 

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8.                                       There shall be no imputation of knowledge orinformation between any party and Broker or among persons within an entityengaged as a Transaction Broker;

 

9.                                       Broker may cooperate with other brokers butshall not engage or create any subagents; and

 

10.                                 The following information shall not be disclosedby Broker without the informed consent of all parties:

 

(a)          That a buyer or Tenant is willing to pay more than the purchase priceor lease rate offered for the Premises or any portion thereof;

 

(b)         That Owner is willing to accept less than the asking price or leaserate for the Premises or any portion thereof;

 

(c)          What the motivating factors are for any party buying, selling, orleasing the Premises or any portion thereof;

 

(d)         That a seller, buyer, landlord, or tenant will agree to financing termsother than those offered;

 

(e)          Any facts or suspicions regarding circumstances which maypsychologically impact or stigmatize any real property pursuant to section 38-35.5-101,C.R.S.; or

 

(f)            Any material information about the otherparty unless disclosure is required by law or failure to disclose suchinformation would constitute fraud or dishonest dealing;

 

11.                                 Broker, when acting as a Transaction Broker,shall not disclose any material information about a party without the priorconsent of the applicable party unless: (a) the disclosure pertains toadverse material facts about a party’s financial ability to perform the termsof the transaction, or (b) the disclosure pertains to Tenant’s intent tooccupy the Premises as a principal residence.

 

*SEE C.R.S. § 12-61-807*

 

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