Exhibit 10.1


 


 


PROPERTY
MANAGEMENT WITHOUT ACCOUNTING SERVICES


 


BETWEEN


 


AMERIVEST
PROPERTIES INC


 


AND


 


TRAMMELL
CROW SERVICES, INC.


 


DATE: AUGUST 30,
2005


 


 


	
  

  



 





















 


TABLE OF
CONTENTS


 


	
  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 OF
DEFINED 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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PROPERTY
MANAGEMENT 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 of
various corporate entities that own the certain real properties being more
fully described on Exhibit A attached hereto, together with all
improvements now or hereafter appertaining thereto or located thereon, and all
of Owner’s personal property now or hereafter located thereon or as may from
time to time be otherwise provided, in accordance with this Agreement, for the
use, operation and enjoyment of Owner or Manager, all of which is hereinafter
collectively 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 refer
to only one or more of the real properties, as the context may require.  Owner desires to engage Manager as its
exclusive 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 1

APPOINTMENT AND AUTHORITY OF MANAGER


 


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


 


Section 1.1                                   Appointment.  Owner
hereby appoints Manager as the exclusive managing agent for the Premises.  Owner hereby authorizes Manager to exercise
such powers with respect to the Premises as may be appropriate for the
performance of Manager’s obligations under the terms of this Agreement and
Manager accepts such appointment under the terms and conditions hereinafter set
forth.  Manager shall have no right or
authority, expressed or implied, to commit or otherwise obligate Owner in any
manner whatsoever except to the extent provided herein.


 


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


 


ARTICLE 2

MANAGER’S AGREEMENTS


 


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


 


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and
direct the management and operation of the Premises on behalf of Owner as
provided in this Agreement  (the “Operational Activities”).  Manager agrees to use commercially reasonable
efforts in its conduct of the Operational Activities and to comply with such
instructions and policies as may be reasonably requested by Owner.


 


Section 2.2                                   Independent Contractor.  Manager
covenants and agrees to perform the Operational Activities and Owner authorizes
Manager to perform the Operational Activities on behalf of Owner.  Manager, in the performance of its duties
under this Agreement, is an independent contractor and it is expressly
understood and agreed that payments hereunder shall be payments by Owner to
Manager as an independent contractor and not as an agent, employee, partner or
joint venturer of Owner.  Nothing in this
Agreement shall be construed as requiring Manager to bear any portion of any
losses or gains arising out of or connected with the ownership or operation of
the Premises.


 


ARTICLE 3

SERVICES OF MANAGER


 


Section 3.1                                   For Owner’s Account.  The
services of Manager in performing its duties and providing services pursuant to
this 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 this
Agreement in conducting the Operational Activities, such as, but not limited
to: contracts for cleaning and janitorial service, landscaping, maintenance
services, supplies and equipment, employee costs, and other costs directly
related to the management and operations of the Premises. Manager will not
incur any expenses or make any expenditure except as expressly permitted in or
by this Agreement.  Under no
circumstances shall Manager be required to advance funds from its own accounts
for the operation, maintenance, repair or management of the Premises.  Owner shall be responsible for full
compliance with all applicable federal, state and municipal laws, ordinances,
regulations and orders relating to the use, operation, repair and maintenance
of the Premises and with the rules, regulations and orders of the local Board
of Fire Underwriters or other similar body, if any.


 


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


 


Section 3.3                                   Computer Software.  At
Owner’s cost, Manager shall utilize the software system(s) (and if required to
run the software, the specialized hardware, connectivity, service and support
requirements necessary for such software), as more particularly set forth on Exhibit D
attached hereto  (the “Software Requirements”).  Owner agrees to provide and pay for all
annual licensing agreement fees and training for Manager’s employees (including
travel costs) related to Manager’s adoption of the Software Requirements.


 


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


 


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


 


(a)                                  If the proposed Budgets are acceptable to
Owner, Owner shall so notify Manager within thirty (30) days after Owner’s
receipt of the Budgets.  Should Owner
fail to notify Manager within such thirty (30) day period then the proposed
Operating Budget (but not the Capital Budget) will be deemed accepted by
Owner.  The proposed Operating Budget
when approved or deemed approved, shall then become the approved Operating
Budget (the “Approved Operating Budget”)
for purposes of this Agreement.


 


(b)                                 The Approved Operating Budget shall
constitute an authorization for Manager to expend such funds as are appropriate
to manage and operate the Premises.  Any
such authorization to expend money shall be limited to the allocations
specifically set forth in the Approved Operating Budget, except as set forth
below.


 


(1)                                  Any contemplated expenditure that will result
in 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 major
operating categories comprising the Budget, and (C) exceeding five
thousand dollars ($5,000), shall require the prior written approval of
Owner.  Manager shall notify Owner in
writing of the variance and Owner shall approve or disapprove the expenditure
in writing within five (5) days of receipt of Manager’s notification.  Should Owner fail to notify Manager within
such five (5) day period, then the variance shall be deemed approved by
Owner.


 


(c)                                  The Capital Budget, when approved, shall then
become the approved capital budget (“Approved
Capital Budget”) and shall constitute an authorization for
Manager to expend such funds as are appropriate to implement the items called
for in such budget for the Premises.  Any
such authorization to expend money shall be limited to the allocations specifically
set forth in the Approved Capital Budget.


 


Section 3.5                                   Employees.  Manager
shall have in its employ at all times a sufficient number of capable employees
to properly, safely, and economically carry-out the Operational
Activities.  All matters pertaining to
the employment, supervision, compensation, promotion, and discharge of such
employees are the sole responsibility of Manager.


 


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


 


(b)                                 Employees of Manager.  All
persons employed at the expense of Owner in connection with the Operational
Activities shall be employees of Manager, consultants or independent
contractors retained by Manager.


 


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(c)                                  Manager’s Employee Costs
Reimbursed.  After initial payment by Manager, Owner shall
reimburse Manager for all employee salaries, benefits (including, without
limitation, workers compensation insurance costs) and bonuses for those fully
or partially dedicated employees of Manager, all of which shall be part of the
Approved Operating Budget, and for which initial estimates are set forth on Exhibit B
of this Agreement.  Benefits charges
shall be fixed at 34% of the base salary and bonus of each employee.  The levels of employee compensation and
benefits (and the maximum levels of any bonuses) shall not exceed the amounts
for the individual, corresponding employee positions set forth in the Approved
Operating Budget.  Such employee
compensation, including benefits, may be increased annually to reflect actual
cost of living increases and individual merit raises, all as may be approved by
Owner in the Operating Budget.  Salaries,
bonuses and benefits shall be reimbursed every two weeks or as otherwise paid
by Manager.


 


In
addition to the costs set forth on Exhibit B, Owner will reimburse
Manager for a percentage of any employment severance payments incurred by
Manager for terminating an employee of Manager as a result of Owner’s
termination of this Agreement or Owner’s request that the number of Manager’s
personnel allocated to the Premises be reduced, with Owner’s percentage being
determined by comparing (1) the time such individual devoted to the
Operational Activities and (2) the terminated employee’s tenure with
Manager.  Owner will not be responsible
for reimbursing Manager for any severance payments (i) if this Agreement
or the applicable employee was terminated or removed for cause or (ii) made
to the terminated employee in excess of the standard payments due pursuant to
the then current severance program of Manager, or (iii) said termination
occurs after the first 12 months of the Agreement.


 


Section 3.6            Collection of Rents and Other Income.


 


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


 


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


 


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


 


4





















 


not
limited to: janitorial and cleaning work, window washing, metal and marble
maintenance; security of the Premises; landscaping; operation of HVAC and
electrical equipment; a preventative maintenance program; and any other
maintenance or repair activity to ensure operation of a quality project for
Owner and the tenants.


 


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


 


(c)                                  Hazardous Materials;
Violations of Law; Governmental Notices:  If Owner has previously
obtained any inspection reports regarding any Hazardous Materials (as
hereinafter defined), violations of any laws or ordinances or any governmental
notices regarding or otherwise relating to the Premises, all such reports shall
be furnished to Manager within five (5) days before the Commencement
Date.  Owner hereby warrants that, other
than the information contained in such reports, Owner has no other knowledge of
hazards in or upon the Premises.  Owner
acknowledges that Manager is not an environmental expert or consultant in the
field of Hazardous Materials.  Therefore,
with respect to any significant environmental conditions or issues pertaining
to Hazardous Materials at the Premises, Owner agrees and acknowledges that
Manager and its agents, officers, directors, partners, shareholders and
employees are not and shall not be deemed “operators” of such facility or any
tenant operations therein or thereon or “generators” or “transporters” (or have
any comparable legal status) for purposes of current or pending federal, state
or local laws pertaining to Hazardous Materials.  Accordingly, notwithstanding any provision
hereof to the contrary, with respect to any Hazardous Materials that may be
present below, on, under, in, about or otherwise affecting the Premises,
Manager shall not be responsible for detecting, handling, removing, remediating
or otherwise determining how to deal with such Hazardous Materials, and Manager
shall 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 ordinary
course of conducting the Operational Activities.


 


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


 


5





















 


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


 


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


 


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


 


Section 3.8                                   Capital Expenditures.  The
Approved Capital Budget constitutes the authorization for Manager to proceed
with obtaining bids for capital improvements covered by the Approved Capital
Budget.  With respect to bids
contemplating expenditures in excess of five thousand dollars ($5,000.00)
Manager shall obtain the prior written approval of Owner prior to the awarding
of any such contract.  With respect to
the purchase and installation of major items of new or replacement equipment
and/or materials, when the cost exceeds ten thousand dollars ($10,000.00) for
any one item not included in the Approved Capital Budget, Manager shall
recommend to Owner the purchase of such items when Manager believes the same to
be necessary or desirable and shall obtain Owner’s approval prior to purchasing
such items.  Owner may pay for capital
expenses from its own resources or may authorize payment by Manager out of the
Operating Account.


 


Section 3.9                                   Service Contracts.  Manager
shall arrange on behalf of Owner for the cleaning, maintenance and services
needed by the Premises, but shall not enter into any contract or obligation in
connection with the management, operation, and maintenance of the Premises that
is not included in the Approved Operating Budget without the prior written
authorization 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 state
to Owner the relationship, if any, between Manager and the party proposed to
supply such goods


 


6





















 


and/or
services.  If any bid is from a related
party, such bid must be accompanied by one (1) independent bid for the
same work.  Each such service contract
entered into by Manager shall not extend for more than one year, and shall
include a provision of cancellation thereof upon not more than thirty (30) days
written notice and without payment of any cancellation fee, unless otherwise
approved in writing by Owner, and shall require that all contractors provide
evidence of sufficient insurance.  All
service contracts are entered into by Manager, as Owner’s agent (for this
limited purpose, only), for the account and in the name of Owner and the funds
necessary to pay for the services so obtained shall be paid from the Operating
Account with funds advanced by Owner.


 


Section 3.10                            Compliance With Laws. 
(Subject to the provisions of Section 3.7(c), Manager shall, at
Owner’s expense, use commercially reasonable efforts to cause the operation of
the Premises to comply with any and all laws, ordinances, rules and
regulations affecting the Premises. 
Manager shall immediately notify Owner of any known violation of any
federal, state or municipal or other governmental law, ordinance, rule or
regulation due to the structure or condition of the Premises or the use made
thereof by any tenant, occupant or employee. 
If the expense of remedying any such violation is less than five hundred
dollars ($500.00), Manager may, (but shall have no obligation to) remedy such
violation and the expenses thereof shall be paid from the Operating
Account.  If the expense of remedying
such violation exceeds such amount, Manager shall not take any action with
respect to such violation except to notify Owner and await Owner’s written
instructions, unless relating to an emergency, building safety or other
emergency potentially threatening damage to persons or the Premises.  Manager shall not, in performance of its
services hereunder, knowingly violate, and shall comply in all material
respects with the terms of, any ground lease, space lease, mortgage, deed of
trust or other security instrument binding on or affecting any of the Premises,
provided that true and complete copies of such documents have been delivered to
Manager or Owner has otherwise disclosed such terms to Manager in writing.  If a conflict arises between the terms of any
such document and the terms of this Agreement, Manager shall not take any
action except to notify Owner and await Owner’s written instructions.  Manager shall not be required to make any
payment or incur any liability in order to comply with any such terms or
conditions of any such instruments.


 


Section 3.11                            Notification of Litigation.  If
Manager is notified of any claim, demand, suit or other legal proceeding made
or instituted against Owner on account of any matter connected with the
Premises, Manager shall give Owner all information in its possession pertaining
to 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 legal
proceeding.  Owner shall reimburse
Manager for all reasonable expenses incurred by Manager on Owner’s behalf.


 


Section 3.12                            Management Office.  At
all times during the Term (and any Renewal Term), Owner shall provide to
Manager, 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 that
is suitable for the conduct of Manager’s duties hereunder, and (b) sufficient
computer systems for the conduct of Manager’s duties hereunder.  In addition, Owner shall, at Owners’ sole
cost and expense, provide technical support services and such connections as
are necessary to allow Manager to access Manager’s central corporate
server.  The initial cost of the on-site
furniture, fixtures, equipment and services to be provided to Manager pursuant
in the this section (“Management
Office Costs”) is set forth


 


7





















 


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


 


ARTICLE 4

INSURANCE AND INDEMNIFICATION


 


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


 


(a)                                  Commercial general liability in an amount not
less than $1,000,000 combined single limit, per occurrence/ $2,000,000 annual
aggregate 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’s
liability insurance covering all employees of Manager in accordance with state
law.


 


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


 


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


 


(e)                                  Manager shall provide non-owned or hired
automobile liability insurance with bodily injury limits of not less than One
Million 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 furnish
satisfactory evidence of the foregoing insurance to Owner.  Manager shall also require all contractors
and subcontractors performing work on, in, or about the Premises to maintain
the coverages outlined in this Section 4.1,  Any contractors or sub contractor having less
coverage 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 insurance
complying with the minimum requirements described below:


 


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


 


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


 


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


 


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


 


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


 


Each of Owner and Manager agrees (for themselves and
on behalf of their insurers) to waive all rights of recovery and subrogation
rights against the other, its agents, servants or employees for any loss or
damage which is required to be covered under an insurance policy required to be
maintained under this Agreement. 
Notification of the existence of this waiver shall be disclosed to each
party’s insurers, and each of Manager and Owner shall cause such insurers to
issue the appropriate endorsement(s) to such policies in order to comply with
this paragraph.  This provision shall
also apply with respect to any insurance policies presently maintained and
substituted hereafter.  Within five
business days following the Commencement Date, each of Owner and Manager will
provide a certificate of insurance to the other party evidencing all
requirements set forth in this Section 4.2.


 


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


 


9





















 


Manager
shall provide such indemnification except for actions or events which should be
covered under Owner’s insurance specified in Section 4.2 above.


 


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


 


This indemnity provision shall survive the
termination 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 at
its sole cost, utilizing counsel satisfactory to Manager.  Manager and Owner shall be liable under this Section 4.3
only to the extent of the respective obligations specifically imposed upon them
hereunder.  In the event of an occurrence
that triggers both Manager’s and Owner’s indemnification obligations hereunder,
each party’s liability (including liability for defense costs) shall be equal
to the percentage determined to be due to the unindemnified fault of such party
as agreed upon by the parties, as fixed by settlement agreement, as set forth
in a final judgment of a court of competent jurisdiction, or as determined by
an arbitrator or arbitration panel in an arbitration proceeding, as applicable.


 


ARTICLE 5

MANAGER’S COMPENSATION


 


Section 5.1                                   Management Fee. 
Owner shall pay Manager a monthly management fee as identified in Exhibit E
hereto (the “Management Fee”).  If the Commencement Date is not on the first
day of a calendar month, or if the Term expires (or if this Agreement is
terminated) on any day other than the last day of a calendar month, then the
Management Fee for such partial month(s) shall be determined by calculating the
Management Fee for the entire month (as though this Agreement were in effect
for the entirety of such month) and multiplying it by a fraction, the numerator
of which is the number of days during such month that this Agreement was
effective, 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 Management
Fee, “Gross Revenues” shall
mean the total collections received from the Premises, including, but not
limited to, all rents paid by tenants, including percentage or overage rents,
escalations; operating expense pass-through components; utility income; income
from the operation of concessions; parking revenues; payments for lease
cancellations; proceeds from rental interruption or abatement insurance;
security deposits applied to the payment of rent after a tenant defaults or
applied to a tenant’s lease for any rent, and any other income derived from the
utilization or operation of the Premises.


 


(b)                                 Gross Revenues shall exclude:


 


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


 


10





















 


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


 


(3)                                  Rebates, discounts or other credits received
by Manager in connection with purchases of goods, service contracts or other
arrangements 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 for
Other Services.


 


(a)                                  Construction Management - Manager shall receive a construction
supervision fee calculated in accordance with Exhibit F hereto (the
“Construction Management Fee”).  Owner acknowledges that Manager’s role with
respect to any construction conducted at the Premises is managerial in nature
and that Manager shall not provide any physical construction services except
pursuant to a separate, written agreement. 
The Construction Management Fee shall be due payable as contractors are
paid for construction activities.


 


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


 


(1)                                  Owner acknowledges that due diligence work
relating to sale or refinancing of the Premises, including generating,
reviewing or analyzing accounting or other financial reports, generating or
reviewing estoppels and delivery and collection thereof from tenants, compiling
copying and transmitting information to prospective purchasers or lenders and
settlement sheet preparation and review are outside the scope of this
Agreement.  Owner and Manager shall
negotiate a fee for these services as required.


 


(2)                                  Mobile maintenance engineering for part time
projects 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 6

TERM AND TERMINATION


 


Section 6.1                                   Term.  This
Agreement shall commence on the Commencement Date and shall continue for a
period of twelve (12) months (the “Term”)
and, unless written notice to the contrary is given by either party hereto not
less than 60 days prior to the end of the Term (or any Renewal Term), this
Agreement 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   If
Owner terminates this Agreement within the first 6 months, Owner shall pay to
Manager an amount equal to the difference of the Management Fees collected and
those Management Fees earned if the Agreement was through the first six months.


 


11





















 


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


 


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


 


Section 6.5                                   Manager’s Obligations After
Termination.  Upon the termination of this Agreement
Manager 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 the
possession of Manager belonging to Owner or received by Manager pursuant to the
terms of this Agreement (but excluding all fees and expenses paid to Manager
pursuant to this Agreement), and all keys or combinations to locks then in
Manager’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 date
specified in the notice of termination (except for those obligations which, by
their terms, survive the expiration or termination of this Agreement);
provided, however, that Manager shall be entitled to receive any and all
compensation which may be due Manager hereunder at the time of such
termination.  Such compensation shall
include any fees set forth in Article 5 (whether Management Fees or
otherwise) and all expenses reimbursable to Manager pursuant to the terms of
this Agreement, each prorated as of the date of termination.


 


Section 6.6                                   Final Accounting.


 


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


 


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


 


If
Owner does not object in writing (specifying with reasonable detail the bases
for such objections) delivered to Manager within thirty (30) days following
Owner’s receipt of the foregoing, Owner shall be deemed to have approved all of
the foregoing and Manager shall be deemed to have fully performed all of its
obligations under this Agreement and shall be fully released by Owner from any
and all liability or obligation to Owner under this Agreement.  Any financial reporting requested by Owner
after the expiration or termination of this Agreement


 


12





















 


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


 


ARTICLE 7

NOTICES AND ASSIGNMENTS


 


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


 


	
  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

  



 


Any
such notice or other communication shall be deemed received immediately upon
delivery in person or three (3) days after being deposited in the United
States mail, registered or certified mail, return receipt requested, postage
prepaid, addressed to the foregoing address(es).  All notices may be delivered by electronic
mail, and such notices shall be deemed received immediately upon effective
transmittal.


 


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


 


ARTICLE 8

MISCELLANEOUS


 


Section 8.1                                   Delegation of Responsibility
for Operational Activities.  Owner agrees and acknowledges that Manager
may delegate all or any part of its obligations under this Agreement


 


13





















 


to
a regional affiliate of Manager. 
Notwithstanding the foregoing, Manager shall continue to be liable under
this Agreement for the performance of the Operational Activities.


 


Section 8.2                                   Conflicts of Interest. 
Owner and Manager acknowledge that Manager or an affiliate may be
involved in representing other persons in real estate transactions involving
Owner or its affiliates or involved in the ownership or management of certain
facilities.  In the event of a conflict
between Manager’s representation of Owner under this Agreement with respect to
such transaction and the obligations of Manager or its affiliate to another
person with respect to such transaction, at Owner’s request, Manager shall
establish appropriate internal procedures to prevent any communication or
collusion between those employees of Manager or Manager’s affiliates who
represent parties in such transactions in which such a conflict of interest may
exist, or Owner may require that Manager withdraw from its representation of
Owner with respect to such transaction. 
Further, Owner acknowledges that Manager or Manager’s affiliates own
interests in persons with whom Owner or Manager may transact business pursuant
to this Agreement (such as SiteStuff, Inc., a web-based procurement
platform, workplace IQ, an application service provider that licenses the WPIQ
real estate database management software, TCC General Agency, Inc., an
insurance agency through whom Manager purchases insurance, and Raven Insurance
Company, Ltd., a foreign insurance company providing reinsurance).  Owner has made such inquiries as it may
desire and has satisfied itself with respect thereto, and Owner waives any
claims arising or that may arise from such conflicts of interest.


 


Section 8.3                                   Non-Solicitation. 
Owner acknowledges that Manager’s employees in a supervisory position
with respect to the Operational Activities (collectively, the “Key Manager Personnel”) are essential
to Manager’s core business of providing management services and are familiar
with Manager’s operating procedures and other information proprietary to
Manager.  Therefore, without Manager’s
prior written consent, Owner agrees that neither Owner nor any affiliate of
Owner shall directly or indirectly (including, without limitation, assisting
any third party service provider to) solicit for employment, solicit to hire,
employ, hire, make any agreement with, or permit the employment of, any person
who is or has been a member of the Key Manager Personnel within the earlier of
twelve (12) months after such employee terminates employment with Manager or
twelve (12) months after the expiration or earlier termination of this
Agreement.  Owner also acknowledges that
a breach of the obligations set forth in this Section would irreparably
harm Manager’s business and leave Manager without an adequate remedy at law,
and that Manager would be entitled to seek injunctive relief to enforce the
terms of this Section.  This provision
shall 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, such
signs upon the Premises which Manager deems appropriate including, without
limitation, a sign announcing that the Premises is under Manager’s management.


 


Section 8.5                                   Pronouns.  The
pronouns used in this Agreement that refer to Manager shall be understood and
construed to apply whether Manager be an individual, partnership, limited
liability company, corporation or an individual or individuals doing business
under a firm or trade name.


 


14





















 


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


 


Section 8.7                                   Headings.  All
headings used herein are inserted only for convenience and ease of reference
and are not to be considered in the construction or interpretation of any
provision of this Agreement.


 


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


 


Section 8.9                                   Complete Agreement.  This
Agreement constitutes the entire agreement between the parties with respect to
the subject matter herein stated and supersedes and takes the place of any and
all previous management agreements pertaining to the Premises entered into
between the parties hereto.


 


Section 8.10                            Governing Law.  This
Agreement shall be governed by and construed in


 


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


 


Section 8.12                            Waiver of Jury Trial.  Each
party hereto, knowingly and voluntarily, and for their mutual benefit, waives
any right to trial by jury in the event of litigation regarding the performance
or enforcement of, or in any way related to, this Agreement.  Notwithstanding any provision of this
Agreement to the contrary, neither party hereto shall be liable for any lost or
prospective profits or any other indirect, consequential, special, incidental,
punitive or other exemplary losses or damages, whether in tort, contract or
otherwise, 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 by
either party hereto, such party shall not be liable or responsible for, and
there shall be excluded from the computation of any such period of time, any
delays due to strikes, riots, acts of God, shortages of labor or materials,
war, terrorist acts or activities, governmental laws, regulations, or
restrictions, or any other causes of any kind whatsoever which are beyond the
control of such party.


 


Section 8.14                            OFAC. 
Owner and Manager each represent and warrant to the other (for
themselves, only) that each is currently in compliance with, and shall at all
times during the term of this Agreement (including any extension thereof)
remain in compliance with, the regulations of the Office of Foreign Asset
Control (“OFAC”)of the
Department of the Treasury (including those named on OFAC’s Specially
Designated and Blocked Persons List) and any statute, executive order
(including the September 24, 2001, Executive Order Blocking Property and
Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or
Support Terrorism), or other governmental action relating thereto.


 


15





















 


Section 8.15                            Additional Premises. 
Owner and Manager may from time to time, following the execution of this
Agreement, amend the exhibits to this Agreement to add additional Premises that
will be managed by Manager in accordance with the terms of this Agreement.  Any such amendment shall set forth any
adjustments to the payments due Manager hereunder, including, without
limitation, changes to the Management Fee, as may be determined by the mutual
agreement of Owner and Manager.


 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY
LEFT BLANK]


 


16





















 


IN WITNESS WHEREOF, the parties hereto have executed
this 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 PROPERTY
MANAGEMENT AGGEEMENT]


 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY
LEFT BLANK]


 


17





















 


EXHIBIT A


 


DESCRIPTION OF REAL PROPERTY


 


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


 


2.               Sheridan – 1777, 1780, and 1805 South
Bellaire 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 Drive
Parkway,  Englewood, CO 80112


 


A-1





















 


EXHIBIT B

EMPLOYEE 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

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  



 










*
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

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  



 










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


 


***The
confidential portion of this Agreement has been omitted and filed separately
with the Securities and Exchange Commission.


 


B-1





















 


EXHIBIT C


 


MANAGEMENT OFFICE COSTS


 


AmeriVest will cover all
costs associated with the management offices per the annual budgets.


 


C-1





















 


EXHIBIT D


 


SOFTWARE REQUIREMENTS


 


AmeriVest will cover all
costs associated with the software requirements per the annual budgets.


 


D-1





















 


EXHIBIT E


 


MANAGEMENT
FEE


 


Owner
shall pay Manager a monthly management fee as identified in an amount equal to
the greater of (a) one point eight percent (1.8%) of the monthly Gross
Revenues (as defined in Section 5.2) for the preceding month for any month
during 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 00/100
Dollars ($2,700)


 


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


 


Manager
agrees that additional income due to utility reimbursement for Touchstone
Imaging in Suites 105 & 106 at Kellogg will not be included in the
management fee calculation.


 


E-1





















 


EXHIBIT F


 


CONSTRUCTION MANAGEMENT FEE


 


The Construction Management Fee shall equal the
following percentages of all construction costs, including architectural and
engineering consulting fees, permits and reproduction costs, incurred in
conjunction with any construction, including, but not limited to, capital
repairs and improvements, major building reconstruction, and tenant
improvements 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 work
and paying a construction management fee approved by Owner, then Manager shall
only be responsible for monitoring the work as Owner’s representative and, in
such instance, will receive a construction management fee equal to the lesser
of two and one half percent (2.5%) of the amount of the total costs of the
project or $5,000.00


 


F-1





















 


EXHIBIT G


SCOPE OF
WORK


 


The following outlines the scope of work that
Trammell 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 the
Manager 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 emergency
repairs


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


a)                                      answer calls


b)                                     prepare work order


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


5.                                       Tenant Relations – Tenant Handbook – Visit
with Tenants


6.                                       Supervise and Change Life Safety Plan as
Required


7.                                       Review and Discuss Code Issues with
Government Agencies


8.                                       Consult with ownership on Energy Management
issues


9.                                       Assist Ownership with Risk Management Plan


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


11.                                 Assist with customer service initiatives
established by Owner including special training sessions.  Travel and other costs associated with this
initiative will be paid by Owner.


12.                                 Facilitate sale including, but not limited
to, conducting property tours, providing due diligence material to prospective
buyers.


 


G-1





















 


THIS FORM HAS
NOT BEEN APPROVED OR PROMULGATED BY THE

COLORADO REAL ESTATE COMMISSION BUT HAS BEEN PREPARED BY THE

LAW 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 Trammell
Crow Services Inc., as Property Manager (“Property
Manager”), and Amerivest, Inc., as owner (“Owner”) and Broker (as such term is
hereinafter defined).


 


1.                                       Governing Law. 
Owner and Property Manager agree that in the event of a conflict between
the terms of this Rider and the terms of the Agreement, the terms of this Rider
shall control as to all matters governed by Colorado law and all properties
located 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 Owner
as set forth in the Agreement and this Rider (collectively, the “Broker Services”).  If more than one Broker is listed below, then
references in this Rider and in the Agreement to “Broker” shall include all
persons listed below, including substitute or additional individuals.  Owner acknowledges and agrees that any agency
relationship created by the Agreement and this Rider exists only with Broker
and does not extend to Property Manager or to any other brokers employed or
engaged by Manager who are not so designated in a properly executed amendment
or addendum to the Agreement.


 


Bruce Backstrom


 


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


 


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


 


•                  Landlord’s Agent Unless
Brokerage Relationship with Both.  If this box is checked, Broker
shall represent Owner as landlord’s agent, Broker’s duties and obligations to
Owner shall be as set forth on Exhibit A and Broker shall treat
Tenant as a Customer, unless Broker currently has or enters into an
agency or Transaction Broker relationship


 


G-2





















 


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


 


•                  Transaction Broker.  If
this box is checked, Broker shall (if also permitted by Tenant) act as a
Transaction Broker.  If this box is
checked, Broker’s duties and obligations to Owner shall be as set forth on Exhibit B
to this Rider.  When acting as a
Transaction Broker, Broker assists the parties throughout a contemplated real
estate transaction with communication, interposition, advisement, negotiation,
contract terms and the closing of the transaction without being an agent or
advocate 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 the
Broker Services; provided, however, that Broker shall be bound by any
confidentiality and non-disclosure provisions of the Agreement except as
otherwise required by Colorado law.


 


5.                                       Owner’s Acknowledgement.  By
its signature below, Owner acknowledges that Property Manager and Broker have
informed Owner that (a) the designation of agency relationship set forth
in Section 3 of this Rider has legal consequences and has advised Owner to
consult Owner’s legal counsel regarding such consequences, and (b) pursuant
to C.R.S. §§ 12-61-804 and 12-61-807, Owner, in its capacity as landlord
of the Premises, shall not be vicariously liable for the acts of Broker that
are not ratified, approved or directed by Owner.


 


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


 


a.                                       Owner shall be a signatory on any Owner Security
Deposit Account and Owner shall be solely liable for the return of any security
deposit to the applicable Tenant at the Premises.


 


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


 


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


 


G-3





















 


[Signatures on next page]


 


G-4





















 


 


	
  [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 to
Property Management/Leasing

or Property Management (only) Agreement]


 


G-5





















 


EXHIBIT A TO RIDER


 


Landlord’s
Agent


 


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


 


1.                                       To perform the terms of the written agreement
made with Owner;


 


2.                                       To exercise reasonable skill and care of
Owner;


 


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


 


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


 


(b)         Presenting all offers to and from Owner in a timely manner regardless
of whether the Premises is subject to a contract for sale or a lease or letter
of 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 transaction
which are actually known by Broker;


 


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


 


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


 


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


 


4.                                       To comply with all requirements of and any rules promulgated
pursuant 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 and
civil rights statues or regulations;


 


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


 


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


 


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


 


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


 


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


 


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


 


(b)         What the motivating factors are for the party selling or leasing the
Premises 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 by
law or failure to disclosure such information would constitute fraud or
dishonest dealing; or


 


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


 





















 


EXHIBIT B TO RIDER


 


Transaction
Broker


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(f)            Disclosing to all prospective buyers or
Tenants any adverse material facts actually known by Broker including but not
limited to adverse material facts pertaining to the title, the physical
condition of the Premises, any defects in the Premises, and any environmental
hazards affecting the property required by law to be disclosed;


 


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


 


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


 


3.                                       To comply with all requirements of and any rules promulgated
pursuant 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 and
civil rights statutes or regulations;


 


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


 


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


 


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


 


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


 


(b)                                 List competing properties for sale or lease;


 


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


 


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


 





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(f)            Any material information about the other
party unless disclosure is required by law or failure to disclose such
information 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 prior
consent of the applicable party unless: (a) the disclosure pertains to
adverse material facts about a party’s financial ability to perform the terms
of the transaction, or (b) the disclosure pertains to Tenant’s intent to
occupy the Premises as a principal residence.


 


SEE C.R.S. § 12-61-807