Exhibit 10.5


 


VALUATION SERVICES AGREEMENT


 


This VALUATION SERVICES AGREEMENT (“Agreement”)
is effective as of August 10, 2010, by and among Altus Group U.S. Inc. (“Altus”),
and Clarion Property Trust Inc. (the “Company”).


 


WHEREAS the Company is a non-listed real estate investment
trust incorporated in the state of Maryland and advised by CPT Advisors, LLC, a
wholly owned subsidiary of ING Clarion Partners, LLC (“Clarion”).


 


WHEREAS pursuant to the Company’s Prospectus, until such
time as the Company has received and accepted subscriptions for the minimum
offering of at least $50,000,000 and released the proceeds from such
subscriptions from the escrow account maintained for the benefit of the
Company, the Company shall not commence operations.


 


WHEREAS the Company desires to hire Altus to perform certain
independent valuation advisory functions should the Company commence
operations.


 


NOW, THEREFORE, Altus and the Company hereby agree as
follows:


 


1.             Services. Altus shall
perform the services outlined in Schedule A in accordance with the Company’s
Valuation Guidelines set forth in Schedule B.


 


2.             Payment
for Services.  As
compensation for the services rendered by Altus pursuant to this Agreement, the
Company shall pay Altus in the amounts and in accordance with the terms and
conditions set forth in Schedule C. Such amount shall be paid quarterly, in
arrears, within 30 business days of the end of the previous calendar quarter.


 


3.             Representations
and Warranties.


 


(a)           Representations and
Warranties of the Company.  The
Company represents and warrants to Altus that:


 


(i)            It is duly organized and
validly existing in good standing under the laws of Maryland, and has been duly
authorized by proper corporate action to enter into this Agreement and to
perform its obligations hereunder, evidence of which action shall be properly
maintained and made part of its records.


 


(ii)           The execution, delivery and
performance of this Agreement will not violate any provision of applicable law
or any agreement or instrument to which it is bound.


 

















 


(iii)          It has obtained and will
maintain any and all necessary approvals, orders, consents, authorizations,
certificates, licenses, permits, or validations of, or exemptions or other
actions by, or recordings or registrations with any federal, state and local
governmental or regulatory or supervisory authority, or any self-regulatory
organization (each, a “Governmental Entity”) having jurisdiction over it
that is or will be necessary in connection with the execution and delivery of
this Agreement, or its performance of or compliance with the terms and
conditions of this Agreement.


 


(iv)          The Company or its agents
will supply Altus with the property-specific information necessary to enable
Altus to perform their duties pursuant to this Agreement.  This information may include, but may not be
limited to: rent rolls, annual budgets, leases or lease abstracts, access to
the property and the property managers if necessary, engineering reports,
environmental reports, updates regarding tenant activities if necessary,
capital improvement budgets and plans, acquisition or disposition activity, etc.


 


(v)           The Company or its agents
will alert Altus of any material event that it is reasonably aware which could
impact the appraised value of one or more of the Company’s property assets.


 


(b)           Representations and
Warranties of Altus.  Altus
represents and warrants to the Company that:


 


(i)            It is duly organized and
validly existing in good standing under the laws of the jurisdiction in which
it was organized, and has been duly authorized by proper corporate action to
enter into this Agreement and to perform its obligations hereunder, evidence of
which action shall be properly maintained and made part of its records.


 


(ii)           The execution, delivery and
performance of this Agreement will not violate any provision of applicable law
or any agreement or instrument to which it is bound.


 


(iii)          It has obtained and will
maintain any and all necessary approvals, orders, consents, authorizations,
certificates, licenses, permits, or validations of, or exemptions or other
actions by, or recordings or registrations with any Governmental Entity having
jurisdiction over it that is or will be necessary in connection with the
execution and delivery of this Agreement, or its performance of or compliance
with the terms and conditions of this Agreement.


 


4.             Indemnification
by the Independent Valuation Advisor.  Altus shall indemnify, defend and hold
harmless the Company and its directors, officers, 


 

















 


employees, stockholders,
agents, affiliates, controlling persons, successors, and assigns, from and
against any and all losses, claims, liabilities, costs, and expenses, including
reasonable attorney fees (collectively, “Losses”), arising from or
relating in any way to: (i) the lack of good faith, willful misconduct, or
negligence of Altus or its employees and agents in carrying out its duties and
responsibilities under this Agreement; (ii) any material breach of this
Agreement by Altus; (iii) any violation of applicable law by Altus in
connection with the performance of duties under this Agreement; and (iv) any
breach of any representation or warranty made under this Agreement.


 


5.             Indemnification
by the Company.  The Company
shall indemnify, defend and hold harmless Altus and its directors, officers,
employees, stockholders, agents, affiliates, controlling persons, successors,
and assigns, from and against any and all Losses arising from or relating in
any way to: (i) the lack of good faith, willful misconduct, or negligence
of the Company or its employees and agents in carrying out its duties and
responsibilities under this Agreement; (ii) any material breach of this
Agreement by the Company; (iii) any violation of applicable law by the
Company in connection with the performance of its duties hereunder; and (iv) any
breach of any representation or warranty made under this Agreement.


 


6.             Insurance.  Altus shall obtain and maintain
the following insurance, at its own expense, in amounts not less than those
specified below:


 


(a)           Commercial general liability
on an occurrence form for bodily injury and property damage with a combined
single limit of $1,000,000 per occurrence and $2,000,000 from the aggregate of
all occurrences within each policy year, including, but not limited to
premises-operation, products-completed operations and contractual liability
(including coverage for the indemnity clause provided under this Agreement).


 


(b)           Business automobile
liability covering owned, hired and non-owned vehicles with a combined single
limit of $1,000,000 per occurrence.


 


(c)           Employer’s liability
insurance in an amount not less than $1,000,000.


 


(d)           Excess liability (umbrella)
insurance on the above with limits of $5,000,000.


 


(e)           Workers’ compensation
insurance in accordance with the laws of the state with jurisdiction.


 


(f)            Professional liability
insurance covering the activities of Altus written on a “claims made” basis
with limits of at least $5,000,000. 
Coverage shall be maintained in effect during the period of this
Agreement and for not less than two (2) years after termination of this
Agreement.


 


7.             The insurance contained in
items (a), (b) and (d) above shall, without liability on the part of
the Company and Clarion for premiums, include the Company and 


 

















 


Clarion as additional
insureds.  Such insurance shall be placed
with reputable insurance companies licensed or authorized to do business in the
state in which the property is located with a minimum Best’s rating of A-:
X.  In addition, each policy shall
contain provisions giving each of the additional insureds thirty (30) days’
prior written notice of cancellation of or material change in coverage.  Certificates of insurance evidencing the
existence and amount of each insurance policy required hereunder shall be
delivered to the Company and Clarion prior to the commencement of any work.


 


8.             Term of
Agreement.  This
Agreement will become effective as of the date whereby the Company commences
operations and shall continue for a period of one (1) year, with two (2) successive
one-year renewal terms.  The renewal
terms will automatically commence unless this Agreement is terminated by either
party with 90 days notice prior to the end of each respective term.  Notwithstanding the foregoing, this Agreement
will be terminated immediately upon a material breach of this Agreement by any
party within 30 days after notice from the other; provided the breaching party
has the opportunity to cure such breach, if curable, within such 30 day period.


 


9.             Confidentiality.  The Company and Altus agree to keep confidential
all proprietary data, software, process, information, and or documentation of
the other party related to this Agreement and the performance of their
obligations hereunder, except as may be necessary to perform under this
Agreement or as otherwise may be agreed to from time to time by the other
party.


 


10.          Notices.  All notices and other communications
hereunder shall be in writing and shall be delivered either by overnight
delivery by a recognized national carrier (for example, UPS or Federal Express)
or by facsimile transmission with a confirmation mailed by overnight delivery
to the other party at the following address or such other address as each party
may give notice to the other:


 


	
   

  	
   

  	
  If
  to Altus:

  
	
  If
  to the Company:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Clarion
  Property Trust, Inc.

  	
   

  	
  Altus
  Group U.S.

  
	
  230
  Park Avenue, 12th Floor

  	
   

  	
  400
  Campus Drive

  
	
  New
  York, NY 10169

  	
   

  	
  PO
  Box 988

  
	
  fax: (212) 883 - 2977

  	
   

  	
  Florham
  Park, NJ 07932

  
	
  Attn: Amy Boyle

  	
   

  	
  fax: (201) 652-9045

  
	
  Title: Chief Financial Officer

  	
   

  	
  Attn: Sung Lee

  
	
   

  	
   

  	
  Title: Director, Research, Valuation &
  Advisory

  



 

















 


11.          Amendment, Assignment, and Other
Matters.


 


(a)           Amendments.  This Agreement may not be amended except by a
writing signed by both parties.


 


(b)           Assignments.  This Agreement shall not be assigned by any
party without the written consent of the other party; provided however, that
any party may assign this Agreement to an entity which controls, is controlled
by, or is under common control with such party by providing notice of such
assignment to the other party.


 


(c)           Counterparts.  This Agreement may be executed in several
counterparts, each of which shall be an original, but all of which together
will constitute one and the same instrument. 
Any electronic signature shall be deemed an original for the purposes of
this Agreement.


 


(d)           Headings.  The headings in this Agreement are for
reference only and will not affect the interpretation or construction of this
Agreement.


 


(e)           Choice of Law.  This Agreement will be governed by and
construed in accordance with the laws of New York, without giving effect to the
principles of conflicts of law thereof.


 


(f)            Entire Agreement.  This Agreement embodies the entire agreement
and understanding between the parties and supersedes all prior agreements and
understandings relating to the subject matter hereof, provided that the parties
may embody in one or more separate documents their agreement, if any, with
respect to delegated duties.


 


(g)           Survivability.  The parties’ obligation under Sections 4, 5
and 8 will survive termination of this Agreement.


 


(h)           No Joint Venture.  The parties to this Agreement are independent
contractors and nothing in this Agreement shall be construed to create a
partnership, joint venture, agency relationship or other joint enterprise
between them.


 


(i)            Severability.  Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law.  In the event that
any provision of this Agreement is held under applicable law to be invalid,
illegal, or unenforceable in any respect, such provision will be ineffective
only to the extent of such invalidity, and the validity, legality and
enforceability of the remaining provisions of this Agreement will not be
affected or impaired in any way.


 

















 


IN WITNESS WHEREOF, the undersigned have
executed this Agreement as of the date set forth above.


 


 


	
  Clarion
  Property Trust Inc.

  	
   

  	
  Altus
  Group U.S. Inc.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /S/
  AMY BOYLE

  	
   

  	
  By:

  	
  /S/
  ROBERT K RUGGLES III

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Amy
  Boyle

  	
   

  	
  Name:

  	
  Robert
  K. Ruggles III

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  CFO

  	
   

  	
  Title:

  	
  President
  RVA