Property Management Agreement



  
 Exhibit 10.3

 PROPERTY MANAGEMENT AND LEASING AGREEMENT 
 This PROPERTY MANAGEMENT AND LEASING AGREEMENT (this “Management Agreement”) is made and entered into as of the 12 day of November, 2010, by and among CARTER VALIDUS MISSION CRITICAL REIT, INC.,
a Maryland corporation (“CV REIT”), CARTER/VALIDUS OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“CV OP”), and CARTER VALIDUS REAL ESTATE MANAGEMENT SERVICES, LLC, a Delaware limited liability company (the
“Manager”). 
 WHEREAS, CV OP was organized to acquire, own, operate, lease and manage real estate properties on
behalf of CV REIT; 
 WHEREAS, CV REIT intends to raise money from the sale of its common stock to be used, net of payment of
certain offering costs and expenses, for investment in the acquisition or construction of income-producing real estate and other real estate-related investments (including the making or purchase of mortgage loans), some or all of which are to be
acquired and held by Owner (as hereinafter defined) on behalf of CV REIT; and 
 WHEREAS, Owner intends to retain Manager to
manage and coordinate the leasing of certain of the real estate properties acquired by Owner under the terms and conditions set forth in this Management Agreement. 
 NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound
hereby, do hereby agree, as follows: 
 ARTICLE I 
 DEFINITIONS 
 Except as otherwise specified or as the context may otherwise
require, the following terms have the respective meanings set forth below for all purposes of this Management Agreement, and the definitions of such terms are equally applicable both to the singular and plural forms thereof: 

1.1 “Affiliate” means, with respect to any Person, (i) any Person directly or indirectly owning, controlling or holding, with
the power to vote, 10% or more of the outstanding voting securities of such other Person; (ii) any Person 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other
Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (iv) any executive officer, director, trustee or general partner of such other Person; and (v) any legal entity for which such
Person acts as an executive officer, director, trustee or general partner. 
 1.2 “Gross Revenues” means all amounts
actually collected as rents or other charges for the use and occupancy of the Properties, but shall exclude interest and other investment income of Owner and proceeds received by Owner for a sale, exchange, condemnation, eminent domain taking,
casualty or other disposition of assets of Owner. 
 1.3 “Improvements” means buildings, structures, equipment from
time to time located on the Properties and all parking and common areas located on the Properties. 







  
 1.4 “Intellectual
Property Rights” means all rights, titles and interests, whether foreign or domestic, in and to any and all trade secrets, confidential information rights, patents, invention rights, copyrights, service marks, trademarks, know-how, or similar
intellectual property rights and all applications and rights to apply for such rights, as well as any and all moral rights, rights of privacy, publicity and similar rights and license rights of any type under the laws or regulations of any
governmental, regulatory, or judicial authority, foreign or domestic and all renewals and extensions thereof. 
 1.5
“Lease” means, unless the context otherwise requires, any lease or sublease made by Owner as landlord or by its predecessor. 
 1.6 “Management Fees” has the meaning set forth in Section 5.1 hereof. 
 1.7 “Owner” means CV REIT, CV OP and any joint venture, limited liability company or other Affiliate of CV REIT or CV OP that owns, in whole or in part, on behalf of CV REIT, any Properties.

 1.8 “Person” means an individual, corporation, association, business trust, estate, trust, partnership, limited
liability company or other legal entity. 
 1.9 “Properties” means all real estate properties owned by Owner and all
tracts as yet unspecified but to be acquired by Owner containing income-producing improvements or on which Owner will construct income-producing improvements. 
 1.10 “Proprietary Properties” means all modeling algorithms, tools, computer programs, know-how, methodologies, processes, technologies, ideas, concepts, skills, routines, subroutines, operating
instructions and other materials and aides used in performing the duties set forth in Article 2 that relate to management advice, services and techniques regarding current and potential Properties, and all modifications, enhancements and derivative
works of the foregoing. 
 ARTICLE II 
 APPOINTMENT OF MANAGER; SERVICES TO BE PERFORMED 
 2.1 Appointment of
Manager. Owner hereby engages and retains Manager as the manager and as tenant coordinating agent of the Properties, and Manager hereby accepts such appointment on the terms and conditions hereinafter set forth; it being understood that this
Management Agreement shall cause Manager to be, at law, Owner’s agent upon the terms contained herein. 
 2.2 General
Duties. Manager shall devote its best efforts to performing its duties hereunder to manage, operate, maintain and lease the Properties in a diligent, careful and vigilant manner. The services of Manager are to be of scope and quality not less
than those generally performed by professional property managers of other similar properties in the area. Manager shall make available to Owner the full benefit of the judgment, experience and advice of the members of Manager’s organization and
staff with respect to the policies to be pursued by Owner relating to the operation and leasing of the Properties. 
 2.3
Specific Duties. Manager’s duties include the following: 
 (a) Lease Obligations. Manager shall perform all
duties of the landlord under all Leases insofar as such duties relate to operation, maintenance, and day-to-day management. Manager shall also provide or cause to be provided, at Owner’s expense, all services normally provided to tenants of
like premises, including where applicable and without limitation, gas, electricity or other utilities required to be furnished to tenants under Leases, normal repairs and maintenance, and cleaning, and


  
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janitorial service. Manager shall arrange for and supervise the performance of all installations and improvements in space leased to any tenant that are either expressly required under the terms
of the lease of such space or that are customarily provided to tenants. 
 (b) Maintenance. Manager shall cause the
Properties to be maintained in the same manner as similar properties in the area. Manager’s duties and supervision in this respect shall include, without limitation, cleaning of the interior and the exterior of the Improvements and the public
common areas on the Properties and the making and supervision of repair, alterations, and decoration of the Improvements, subject to and in strict compliance with this Management Agreement and the Leases. Construction activities undertaken by
Manager, if any, will be limited to activities related to the management, operation, maintenance, and leasing of the Property (e.g., repairs, renovations, and leasehold improvements). 

(c) Leasing Functions. Manager shall coordinate the leasing of the Properties and shall negotiate and use its best efforts to
secure executed Leases from qualified tenants, and to execute same on behalf of Owner, if requested, for available space in the Properties, such Leases to be in form and on terms approved by Owner and Manager, and to bring about complete leasing of
the Properties. Manager shall be responsible for the hiring of all leasing agents, as necessary for the leasing of the Properties, and to otherwise oversee and manage the leasing process on behalf of Owner. 

(d) Notice of Violations. Manager shall forward to Owner promptly upon receipt all notices of violation or other notices from any
governmental authority, and board of fire underwriters or any insurance company, and shall make such recommendations regarding compliance with such notice as shall be appropriate. 

(e) Personnel. Any personnel hired by Manager to maintain, operate and lease the Property shall be the employees or independent
contractors of Manager and not of Owner of such Property, CV OP or CV REIT. Manager shall use due care in the selection and supervision of such employees or independent contractors. Manager shall be responsible for the preparation of and shall
timely file all payroll tax reports and timely make payments of all withholding and other payroll taxes with respect to each employee. 
 (f) Utilities and Supplies. Manager shall enter into or renew contracts on behalf of Owner for electricity, gas, steam, landscaping, fuel, oil, maintenance and other services as are customarily
furnished or rendered in connection with the operation of similar rental property in the area. 
 (g) Expenses. Manager
shall analyze all bills received for services, work and supplies in connection with maintaining and operating the Properties, pay all such bills when due, and, if requested by Owner, pay, when due, utility and water charges, sewer rent and
assessments, and any other amount payable in respect to the Properties. All bills shall be paid by Manager within the time required to obtain discounts, if any. Owner may from time to time request that Manager forward certain bills to Owner promptly
after receipt, and Manager shall comply with any such request. Manager shall pay all bills, assessments, real property taxes, insurance premiums and any other amount payable in respect to the Properties out of the Account (as hereinafter defined).
All expenses shall be billed at net cost (i.e., less all rebates, commissions, discounts and allowances, however designed). 

(h) Monies Collected. Manager shall timely collect all rent and other monies, in the form of a check or money order, from tenants
and any sums otherwise due Owner with respect to the Properties in the ordinary course of business. Owner authorizes Manager to request, demand, collect and provide receipts for all such rent and other monies and to institute legal proceedings in
the name of Owner for the collection thereof and for the dispossession of any tenant in default under its Lease. 

  
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 (i) Banking
Accommodations. Manager shall establish and maintain a separate checking account in the Owner’s name and controlled by Manager subject to the provisions of this Management Agreement (the “Account”) for funds relating to the
Properties. All monies deposited from time to time in the Account shall be and remain the property of Owner and shall be withdrawn and disbursed by Manager for the account of Owner only as expressly permitted by this Management Agreement for the
purposes of performing the obligations of Manager hereunder. No monies collected by Manager on Owner’s behalf shall be commingled with funds of Manager. The Account shall be maintained, and monies shall be deposited therein and withdrawn
therefrom, in accordance with the following: 
 (i) All sums received from rents and other income from the Properties shall be
promptly deposited by Manager in the Account. Manager shall have the right to designate two or more persons who shall be authorized to draw against the Account, but only for purposes authorized by this Management Agreement. 

(ii) All sums due to Manager hereunder, whether for compensation, reimbursement for expenditures, or otherwise, as herein provided,
shall be a charge against the operating revenues of the Properties and shall be paid and/or withdrawn by Manager from the Account prior to the making of any other disbursements therefrom. 

(iii) By the 10th day after the end of each month, Manager shall forward to Owner all monies contained in the Account other than a
reasonable minimum balance (to be determined jointly by Manager and Owner from time to time) and any other amounts otherwise provided in the budget, which shall remain in the Account. 

(j) Ownership Agreements. Manager has received copies of (and will be provided with copies of future) articles of incorporation,
agreements of limited partnership, joint venture partnership agreements and operating agreements, each as may be amended from time to time, of Owner, as applicable (the “Ownership Agreements”) and is familiar with the terms thereof.
Manager shall use reasonable care to avoid any act or omission that, in the performance of its duties hereunder, shall in any way conflict with the terms of Ownership Agreements. 

(k) Signs. Manager shall place and remove, or cause to be placed and removed, such signs upon the Properties as Manager deems
appropriate, subject, however, to the terms and conditions of the Leases and to any applicable ordinances and regulations. 

2.4 Approval of Leases, Contracts, Etc. In fulfilling its duties to Owner, Manager may and hereby is authorized to enter into any
leases, contracts or agreements on behalf of Owner in the ordinary course of the management, operation, maintenance and leasing of the Property. 
 2.5 Accounting, Records and Reports. 
 (a) Records. Manager shall
maintain, in accordance with industry standards, all office records and books of account and shall record therein, and keep copies of, each invoice received from services, work and supplies ordered in connection with the maintenance and operation of
the Properties. Such records shall be maintained on a double entry basis. Owner and persons designated by Owner shall at all reasonable times have access to and the right to audit and make independent examinations of such records, books and accounts
and all vouchers, files and all other material pertaining to the Properties and this Management Agreement, all of which Manager agrees to keep safe, available and separate from any records not pertaining to the Properties, at a place recommended by
Manager and approved by Owner. 

  
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(b) Monthly Reports. On or before the 10th day after the end of each month during the term of this Management Agreement, Manager shall prepare and submit to
Owner all reports and statements reasonably requested, including without limitation the following: 
 (i) rental collection
record; 
 (ii) monthly operating statement and balance sheet; 

(iii) copy of cash disbursements ledger entries for such period, if requested; 

(iv) copy of cash receipts ledger entries for such period, if requested; 

(v) the original copies of all contracts entered into by Manager on behalf of Owner during such period, if requested; and 

(vi) copy of ledger entries for such period relating to security deposits maintained by Manager, if requested. 

(c) Budgets and Leasing Plans. Not later than November 15 of each calendar year, Manager shall prepare and submit to Owner
for its approval an operating budget and a marketing and leasing plan on each Property for the calendar year immediately following such submission. In connection with any acquisition of a Property by Owner, Manager shall prepare a budget and
marketing and leasing plan for the remainder of the calendar year. The budget and marketing and leasing plan shall be in the form of the budget and plan approved by Owner prior to the date thereof. As often as reasonably necessary during the period
covered by any such budget, Manager may submit to Owner for its approval an updated budget or plan incorporating such changes as shall be necessary to reflect cost over-runs and the like during such period. If Owner does not disapprove any such
budget within 30 days after receipt thereof by Owner, such budget shall be deemed approved. If Owner shall disapprove any such budget or plan, it shall so notify Manager within said 30-day period and explain the reasons therefor. If Owner
disapproves of any budget or plan, Manager shall submit a revised budget or plan, as applicable, within 10 (ten) days of receipt of the notice of disapproval, and Owner shall have 10 (ten) days to provide notice to Manager if it disapproves of any
such revised budget or plan. Manager will not incur any costs other than those estimated in any budget except for: 
 (i)
tenant improvements and real estate commissions required under a Lease; 
 (ii) maintenance or repair costs under $10,000 per
Property; 
 (iii) costs incurred in emergency situations in which action is immediately necessary for the preservation or
safety of the Property, or for the safety of occupants or other persons (or to avoid the suspension of any necessary service of the Property); 
 (iv) expenditures for real estate taxes and assessment; and 
 (v) maintenance
supplies calling for an aggregate purchase price less than $25,000 per annum for all Properties. 
 Budgets prepared by Manager
shall be for planning and informational purposes only, and Manager shall have no liability to Owner for any failure to meet any such budget. However, Manager will use its best efforts to operate within the approved budget. 

  
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 (d) Legal
Requirements. Manager shall execute and file when due all forms, reports, and returns required by law relating to the employment of its personnel. Manager shall be responsible for notifying Owner in the event it receives notice that any
Improvement on a Property or any equipment therein does not comply with the requirements of any statute, ordinance, law or regulation of any governmental body or of any public authority or official thereof having or claiming to have jurisdiction
thereover. Manager shall promptly forward to Owner any complaints, warnings, notices or summonses received by it relating to such matters. Owner represents that to the best of its knowledge each of its Properties and any equipment thereon will upon
acquisition by Owner comply with all such requirements. Owner authorizes Manager to disclose the ownership of the Property by Owner to any such officials. Owner agrees to indemnify, protect, defend, save and hold Manager and its stockholders,
officers, directors, employees, managers, successors and assigns (collectively, the “Indemnified Parties”) harmless of and from any and all Losses (as defined in Section 3.5(a) hereof) that may be imposed on them or any or all of them
by reason of the failure of Owner to correct any present or future violation or alleged violation of any and all present or future laws, ordinances, statutes, or regulations of any public authority or official thereof, having or claiming to have
jurisdiction thereover, of which it has actual notice. 
 (e) Public Company Status. Manager recognizes that Owner is a
publicly held company and is subject to various Securities Exchange Commission’s (SEC) rules and regulation, including Sarbanes Oxley compliance. As such, Manager agrees to maintain adequate documentation of its controls over financial
reporting and maintain supporting documentation to demonstrate that the controls over financial reporting are operating as intended. Manager agrees to allow Owner or its designated service provider access to the financial controls documentation
and provide reasonable assistance in completing Owners procedures to comply with various SEC regulations. In addition, Manager agrees to make reasonable changes to its controls over financial reporting that necessary to comply with various SEC
regulations. 
 ARTICLE III 
 AUTHORITY GRANTED TO MANAGER AND CERTAIN OWNER OBLIGATIONS 
 3.1
Authority As To Tenants, Etc. Owner agrees and does hereby give Manager the following exclusive authority and powers (all of which shall be exercised either in the name of Manager, as Manager for Owner, or in the name or Owner entered into by
Manager as Owner’s authorized agent, and Owner shall assume all expenses in connection with such matters): 
 (a) to
advertise each Property or any part thereof and to display signs thereon, as permitted by law; 
 (b) to lease the Properties to
tenants; 
 (c) to pay all expenses of leasing such Property, including but not limited to, newspaper and other advertising,
signage, banners, brochures, referral commissions, leasing commissions, finder’s fees and salaries, bonuses and other compensation of leasing personnel responsible for the leasing of the Property; 

(d) to cause references of prospective tenants to be investigated, it being understood and agreed by the parties hereto that Manager does
not guarantee the creditworthiness or collectibility of accounts receivable from tenants, users or lessees; and to negotiate new Leases and renewals and cancellations of existing Leases that shall be subject to Manager obtaining Owner’s
approval; 

  
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 (e) to collect from
tenants all or any of the following: a late rent administrative charge, a non-negotiable check charge, credit report fee, a subleasing administrative charge and/or broker’s commission; and Manager need not account for such charges and/or
commission to Owner; 
 (f) to terminate tenancies and to sign and serve in the name of Owner of each Property such notices as
are deemed necessary by Manager: 
 (i) to institute and prosecute actions to evict tenants and to recover possession of the
Property or portions thereof; and 
 (ii) with Owner’s authorization, to sue for and in the name of Owner and recover rent
and other sums due; and to settle, compromise, and release such actions or suits, or reinstate such tenancies. All expenses of litigation including, but not limited to, attorneys’ fees, filing fees, and court costs that Manager shall incur in
connection with the collecting of rent and other sums, or to recover possession of any Property or any portion thereof, shall be deemed to be an operational expense of the Property. Manager and Owner shall concur on the selection of the attorneys to
handle such litigation. 
 3.2 Operational Authority. Owner agrees and does hereby give Manager the following exclusive
authority and powers (all of which shall be exercised either in the name of Manager, as Manager for Owner, or in the name of Owner entered into by Manager as Owner’s authorized agent, and Owner shall assume all expenses in connection with such
matters): 
 (a) to hire, supervise, discharge, and pay all labor required for the operation and maintenance of each Property
including but not limited to on-site personnel, managers, assistant managers, leasing consultants, engineers, janitors, maintenance supervisors and other employees required for the operation and maintenance of the Property, including personnel
spending a portion of their working hours (to be charged on a pro rata basis) at the Property. All expenses of such employment shall be deemed operational expenses of the Property. 

(b) to make or cause to be made all ordinary repairs and replacements necessary to preserve each Property in its present condition and
for the operating efficiency thereof and all alterations required to comply with lease requirements, and to decorate the Property; 
 (c) to negotiate and enter into, as Manager of the Property, contracts for all items on budgets that have been approved by Owner, any emergency services or repairs for items not exceeding $10,000,
appropriate service agreements and labor agreements for normal operation of the Property, which have terms not to exceed three years, and agreements for all budgeted maintenance, minor alterations, and utility services, including, but not limited
to, electricity, gas, fuel, water, telephone, window washing, scavenger service, landscaping, snow removal, pest exterminating, decorating and legal services in connection with the Leases and service agreements relating to the Property, and other
services or such of them as Manager may consider appropriate; and 
 (d) to purchase supplies and pay all bills. 

Manager shall use its best efforts to obtain the foregoing services and utilities for the Property under terms that are as cost-effective and otherwise
favorable to Manager as possible for the quality of services and utilities required. Owner hereby appoints Manager as Owner’s authorized Manager for the purpose of executing, as Manager for said Owner, all such contracts. In addition, Owner
agrees to specifically assume in writing all obligations under all such contracts so entered into by Manager, on behalf of Owner of the Property, upon the termination of this Manager Agreement, and Owner shall indemnify, protect, save, defend and
hold Manager and the other Indemnified Parties harmless from and against any and all 

  
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Losses resulting from, arising out of or in any way related to such contracts and that relate to or concern matters occurring after termination of this Management Agreement, but excluding matters
arising out of Manager’s willful misconduct, gross negligence and/or unlawful acts. Manager shall secure the written approval of appropriate contracts by Owner for any non-budgeted and non-emergency/contingency capital items, alterations or
other expenditures in excess of $10,000 for any one item, securing for each item at least three written bids, if practicable, or providing evidence satisfactory to Owner, including such reasonable actions taken by the Manager, that the contract
amount is lower than industry standard pricing, from responsible contractors. Manager shall have the right from time to time during the term hereof, to contract with and make purchases from Affiliates of Manager, provided that contract rates and
prices are competitive with other available sources. Manager may, at any time and from time to time, request and receive prior written authorization from Owner for any one or more purchases or other expenditures, notwithstanding that Manager may
otherwise be authorized hereunder to make such purchases or expenditures. 
 3.3 Rent and Other Collections. Owner agrees
and does hereby give Manager the exclusive authority and powers (all of which shall be exercised either in the name of Manager, as Manager for Owner, or in the name of Owner entered into by Manager as Owner’s authorized agent, and Owner shall
assume all expenses in connection with such matters) to collect rents and/or assessments and other items, including but not limited to tenant payments for real estate taxes, property liability and other insurance, damages and repairs, common area
maintenance, tax reduction fees and all other tenant reimbursements, administrative charges, proceeds of rental interruption insurance, parking fees, income from coin operated machines and other miscellaneous income, due or to become due and give
receipts therefor and to deposit all such Gross Revenue collected hereunder in the Account. Manager may endorse any and all checks received in connection with the operation of any Property and drawn to the order of Owner, and Owner shall, upon
request, furnish Manager’s depository with an appropriate authorization for Manager to make such endorsement. Manager shall also have the exclusive authority to collect and handle tenants’ security deposits, including the right to apply
such security deposits to unpaid rent, and to comply, on behalf of Owner of the Property, with applicable state or local laws concerning security deposits and interest thereon, if any. Manager shall not be required to advance any monies for the care
or management of any Property. Owner agrees to advance all monies necessary therefor. If Manager shall elect to advance any money in connection with a Property, as permitted by applicable law, Owner agrees to reimburse Manager forthwith and hereby
authorizes Manager to deduct such advances from any monies due Owner. In connection with any insured losses or damages relating to any Property, Manager shall have the exclusive authority to handle all steps necessary regarding any such claim;
provided that Manager will not make any adjustments or settlements in excess of $10,000 without Owner’s prior written consent. 
 3.4 Payment of Expenses. Owner agrees and does hereby give Manager the exclusive authority and power (all of which shall be exercised either in the name of Manager, as Manager for Owner, or in the
name or Owner entered into by Manager as Owner’s authorized agent, and Owner shall assume all expenses in connection with such matters) to pay all expenses of the Property from the Gross Revenue collected in accordance with Section 3.3
above, from the Account. It is understood that the Gross Revenue will be used first to pay the compensation to Manager as contained in Article 5 below, then operational expenses and then any mortgage indebtedness, including real estate tax and
insurance impounds, but only as directed by Owner in writing and only if sufficient Gross Revenue is available for such payments. Nothing in this Management Agreement shall be interpreted in such a manner as to obligate Manager to pay from Gross
Revenue, any expenses incurred by Owner prior to the commencement of this Management Agreement, except to the extent Owner advances additional funds to pay such expenses. Owner will be responsible for funding any such operational expenses that
exceed Gross Revenue. 

  
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 3.5 Certain Owner
Indemnification Obligations. 
 (a) On Termination. Subject to the requirements of Section 6.5 hereof, in the
event this Management Agreement is terminated for any reason prior to the expiration of its original term or any renewal term, Owner shall indemnify, protect, defend, save and hold Manager and all of the other Indemnified Parties harmless from and
against any and all claims, causes of action, demands, suits, proceedings, loss, judgments, damage, awards, liens, fines, costs, attorney’s fees and expenses, of every kind and nature whatsoever (collectively, “Losses”), that may be
imposed on or incurred by Manager by reason of the willful misconduct, gross negligence and/or unlawful acts (such unlawfulness having been adjudicated by a court of proper jurisdiction) of Owner. 

(b) Property Damage, Etc. Subject to the requirements of Section 6.5 hereof, Owner agrees to indemnify, defend, protect, save
and hold Manager and all of the other Indemnified Parties harmless from any and all Losses in connection with or in any way related to the Property and from liability for damage to the Property and injuries to or death of any person whomsoever, and
damage to property; provided, however, that such indemnification shall not extend to any such Losses arising out of the misconduct, negligence or unlawful acts (such unlawfulness having been adjudicated by a court of proper jurisdiction) of Manager
or any of the other Indemnified Parties. Manager shall not be liable for any error of judgment or for any mistake of fact or law, or for any thing that it may do or refrain from doing, except in cases of misconduct, negligence or unlawful acts (such
unlawfulness having been adjudicated by a court of proper jurisdiction). 
 3.6 Environmental Matters. Owner hereby
warrants and represents to Manager that to the best of Owner’s knowledge, no Property, upon acquisition by Owner, nor any part thereof, will be used to treat, deposit, store, dispose of or place any hazardous substance that may subject Manager
to liability or claims under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C.A. Section 9607), or any successor statute thereof, or any constitutional provision, statute, ordinance, law, or regulation
of any governmental body or of any order or ruling of any public authority or official thereof, having or claiming to have jurisdiction thereover. Furthermore, Owner agrees to indemnify, protect, defend, save and hold Manager and all of the other
Indemnified Parties from any and all Losses involving, concerning or in any way related to any past, current or future allegations regarding treatment, depositing, storage, disposal or placement by any party other than Manager of hazardous
substances on the Property. 
 3.7 Legal Status of Properties. Owner represents that to the best of its knowledge each
Property and any equipment thereon, when acquired by Owner, will comply with all legal requirements and authorizes Manager to disclose the identity of the Owner of the Property to any such officials and agrees to indemnify, protect, defend, save and
hold Manager and the other Indemnified Parties harmless of and from any and all Losses that may be imposed on them or any of them by reason of the failure of Owner to correct any present or future violation or alleged violation of any and all
present or future laws, ordinances, statutes, or regulations of any public authority or official thereof, having or claiming to have jurisdiction thereover, of which it has actual notice. In the event it is alleged or charged that any Improvement or
any equipment on a Property or any act or failure to act by Owner with respect to the Property or the sale, rental, or other disposition thereof fails to comply with, or is in violation of, any of the requirements of any constitutional provision,
statute, ordinance, law, or regulation of any governmental body or any order or ruling of any public authority or official thereof having or claiming to have jurisdiction thereover, and Manager, in its sole and absolute discretion, considers that
the action or position of Owner, with respect thereto may result in damage or liability to Manager, Manager shall have the right to cancel this Management Agreement at any time by written notice to Owner of its election so to do, which cancellation
shall be effective upon the service of such notice. Such cancellation shall not release the indemnities of Owner set forth in this Management Agreement and shall not terminate any liability or obligation of Owner to Manager for any payment,
reimbursement, or other sum of money then due and payable to Manager hereunder. 

  
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 3.8 Extraordinary
Payments. Owner agrees to give adequate advance written notice to Manager if Owner desires that Manager make any extraordinary payment, out of Gross Revenue, to the extent funds are available after the payment of Manager’s compensation as
provided for herein and all operational expenses, of mortgage indebtedness, general taxes, special assessments, or fire, boiler or any other insurance premiums. 
 ARTICLE IV 
 EXPENSES 

4.1 Owner’s Expenses. Except as otherwise specifically provided, all costs and expenses incurred hereunder by Manager in
fulfilling its duties to Owner shall be for the account of and on behalf of Owner. Such costs and expenses shall include the wages and salaries and other employee-related expenses, unless otherwise waived, in whole or in part, by the Manager in its
sole discretion, of all on-site and off-site employees of Manager who are engaged in the operation, management, maintenance and leasing or access control of the Properties, including taxes, insurance and benefits relating to such employees, and
legal, travel and other out-of-pocket expenses that are directly related to the management of specific Properties. All costs and expenses for which Owner is responsible under this Management Agreement shall be paid by Manager out of the Account. In
the event the Account does not contain sufficient funds to pay all said expenses, Owner shall fund all sums necessary to meet such additional costs and expenses. 
 4.2 Manager’s Expenses. Manager shall, out of its own funds, pay all of its general overhead and administrative expenses, including without limitation, accounting personnel used to produce the
reports required herein. 
 ARTICLE V 
 MANAGER’S COMPENSATION 
 5.1 Management Fees. 

(a) Owner shall pay Manager property management and leasing fees in an amount equal to (i) three percent (3.0%) of Gross
Revenues of triple net leased single-tenant properties and (ii) four percent (4.0%) of Gross Revenues of multi-tenant properties, plus reimbursement of Manager’s cost of maintaining the property, less all payments to third-party
property management subcontractors (the “Management Fees”) on a monthly basis from the rental income received from the Properties over the term of this Management Agreement. In addition, in the event that the Owner contracts, directly,
with a third-party property manager in respect of a property, the Owner, in it sole discretion, may pay Manager an oversight fee in an aggregate amount of up to one percent (1%) of the Gross Revenues of the property managed (the “Oversight
Fee”); provided however that in no event shall the Owner pay both Management Fees and an Oversight Fee to Manager with respect to the same property. 
 (b) Manager’s compensation under this Section 5.1 shall apply to all renewals, extensions or expansions of Leases that Manager has originally negotiated. In the event Manager assists with
planning and coordinating the construction of any tenant improvements or capital improvements, Manager shall be entitled to receive from the Owner for any such tenant improvement an amount equal to not greater than five percent (5.0%) of the
cost of such improvements. 
 5.2 Leasing Fees. In addition to the compensation paid to Manager under Section 5.1
above, Manager shall be entitled to receive a separate fee for the Leases of new tenants and renewals or expansions of existing Leases with existing tenants in an amount not to exceed the fee customarily charged in arm’s length transactions by
others rendering similar services in the same geographic area for similar properties as determined by a survey of brokers and agents in such area (“Leasing Fees”). 

  
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 5.3 Audit
Adjustment. If any audit of the records, books or accounts relating to the Properties discloses an overpayment or underpayment of Management Fees, Owner or Manager shall promptly pay to the other party the amount of such overpayment or
underpayment, as the case may be. If such audit discloses an overpayment of Management Fees for any fiscal year of more than the correct Management Fees for such fiscal year, Manager shall bear the cost of such audit. 

5.4 Additional Services. Any services beyond those specified herein, such as sales, brokerage, loan origination and servicing,
property tax reduction and risk management services, shall be performed by Manager and compensated by Owner only if the parties agree on the scope of such work and provided that the compensation to be paid therefore will not exceed that which would
be paid to unrelated parties providing such services and provided further that all such compensation must be approved by a majority of the directors, including a majority of the independent directors (as defined in the charter of the Owner), not
otherwise interested in the transaction, of Owner. 
 ARTICLE VI 

INSURANCE AND INDEMNIFICATION 
 6.1 Insurance to be Carried. 
 (a) Manager shall obtain and keep in full
force and effect insurance on the Properties against such hazards as Owner and Manager shall deem appropriate, but in any event insurance sufficient to comply with the Leases and Ownership Agreements shall be maintained. All liability policies shall
provide sufficient insurance satisfactory to both Owner and Manager and shall contain waivers of subrogation for the benefit of Manager. 
 (b) Manager shall obtain and keep in full force and effect, in accordance with the laws of the state in which each Property is located, employer’s liability insurance applicable to and covering all
employees of Manager at the Properties and all persons engaged in the performance of any work required hereunder, and Manager shall furnish Owner certificates of insurers naming Owner as a co-insured and evidencing that such insurance is in effect.
If any work under this Management Agreement is subcontracted as permitted herein, Manager shall include in each subcontract a provision that the subcontractor shall also furnish Owner with such a certificate. 

6.2 Insurance Expenses. Premiums and other expenses of such insurance, as well as any applicable payments in respect of
deductibles shall be borne by Owner. 
 6.3 Cooperation with Insurers. Manager shall cooperate with and provide
reasonable access to the Properties to representatives of insurance companies and insurance brokers or agents with respect to insurance that is in effect or for which application has been made. Manager shall use its best efforts to comply with all
requirements of insurers. 
 6.4 Accidents and Claims. Manager shall promptly investigate and shall report in detail to
Owner all accidents, claims for damage relating to Ownership, operation or maintenance of the Properties, and any damage or destruction to the Properties and the estimated costs of repair thereof, and shall prepare for approval by Owner all reports
required by an insurance company in connection with any such accident, claim, damage, or destruction. Such reports shall be given to Owner promptly, and any report not so given within thirty (30) days after the occurrence of any such accident,
claim, damage or destruction shall 

  
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be noted in the monthly operating statement delivered to Owner pursuant to Section 2.5(b). Manager is authorized to settle any claim against an insurance company arising out of any policy
and, in connection with such claim, to execute proofs of loss and adjustments of loss and to collect and receipt for loss proceeds. 
 6.5 Indemnification. Manager shall hold Owner harmless from and indemnify and defend Owner against any and all claims or liability for any injury or damage to any person or property whatsoever for
which Manager is responsible occurring in, on, or about the Properties, including, without limitation, the Improvements when such injury or damage shall be caused by the negligence of Manager, its agents, servants, or employees, except to the extent
that Owner recovers insurance proceeds with respect to such matter. Owner will indemnify and hold Manager harmless against all liability for injury to persons and damage to property caused by Owner’s negligence and which did not result from the
negligence of misconduct of Manager, except to the extent Manager recovers insurance proceeds with respect to such matter. Notwithstanding the foregoing, if the person seeking indemnification under this Section 6.5 is an Affiliate, such
person’s right to indemnification is subject to any limitations set forth in the Company’s Articles of Incorporation or any amendments thereto. 
 ARTICLE VII 
 TERM AND TERMINATION 

7.1 Term. This Management Agreement shall commence on the date first above written and shall continue until the first
(1st) anniversary of such date. Thereafter, this Management Agreement may be renewed for an unlimited number of successive one-year terms upon mutual consent of the parties. Each such renewal shall be for a term of no more than one year. It is
the duty of the Board of Directors to evaluate the performance of the Manager annually before renewing this Management Agreement. In addition, either party may terminate this Management Agreement immediately upon the occurrence of any of the
following: 
 (a) A decree or order is rendered by a court having jurisdiction (i) adjudging Manager as bankrupt or
insolvent, or (ii) approving as properly filed a petition seeking reorganization, readjustment, arrangement, composition or similar relief for Manager under the federal bankruptcy laws or any similar applicable law or practice, or
(iii) appointing a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of Manager or a substantial part of the property of Manager, or for the winding up or liquidation of its affairs, or 

(b) Manager (i) institutes proceedings to be adjudicated a voluntary bankrupt or an insolvent, (ii) consents to the filing of a
bankruptcy proceeding against it, (iii) files a petition or answer or consent seeking reorganization, readjustment, arrangement, composition or relief under any similar applicable law or practice, (iv) consents to the filing of any such
petition, or to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency for it or for a substantial part of its property, (v) makes an assignment for the benefit of creditors, (vi) is unable to or
admits in writing its inability to pay its debts generally as they become due unless such inability shall be the fault of the other party, or (iv) takes corporate or other action in furtherance of any of the aforesaid purposes. 

Upon any termination pursuant to this Section 7.1, the provisions and obligations of this Management Agreement shall be deemed terminated, except
that the obligation of the parties for fees due between one another and the obligations of indemnity set forth herein shall survive such termination. Manager shall cooperate with Owner in transfers of management and accounting functions hereunder.


  
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 7.2 Manager’s
Obligations Upon Termination. Upon the termination of this Management Agreement, Manager shall have the following duties: 

(a) Manager shall deliver to Owner or its designee, all books and records with respect to the Properties. 

(b) Manager shall transfer and assign to Owner, or its designee, all service contracts and personal property relating to or used in the
operation and maintenance of the Properties, except personal property paid for and owned by Manager. Manager shall also, for a period of sixty (60) days immediately following the date of such termination, make itself available to consult with
and advise Owner, or its designee, regarding the operation, maintenance and leasing of the Properties. 
 (c) Manager shall
render to Owner an accounting of all funds of Owner in its possession and shall deliver to Owner a statement of all Management Fees claimed to be due to Manager and shall cause funds of Owner held by Manager relating to the Properties to be paid to
Owner or its designee. 
 7.3 Owner’s Obligations Upon Termination. Owner shall pay or reimburse Manager for any
sums of money due it under this Management Agreement for services and expenses prior to termination of this Management Agreement. All provisions of this Management Agreement that require Owner to have insured, or to protect, defend, save, hold and
indemnify or to reimburse Manager shall survive any expiration or termination of this Management Agreement and, if Manager is or becomes involved in any claim, proceeding or litigation by reason of having been Manager of Owner, such provisions shall
apply as if this Management Agreement were still in effect. 
 The parties understand and agree that Manager may withhold funds for sixty
(60) days after the end of the month in which this Management Agreement is terminated to pay bills previously incurred but not yet invoiced and to close accounts. Should the funds withheld be insufficient to meet the obligation of Manager to
pay bills previously incurred, Owner will, upon demand, advance sufficient funds to Manager to ensure fulfillment of Manager’s obligation to do so, within ten (10) days of receipt of notice and an itemization of such unpaid bills.

 ARTICLE VIII 
 MISCELLANEOUS 
 8.1 Notices. All notices, approvals, consents and
other communications hereunder shall be in writing, and, except when receipt is required to start the running of a period of time, shall be deemed given when delivered in person or on the fifth day after its mailing by either party by registered or
certified United States mail, postage prepaid and return receipt requested, to the other party, at the addresses set forth after their respect name below or at such different addresses as either party shall have theretofore advised the other party
in writing in accordance with this Section 8.1. 
  

			
	 Owner:
	  	 CARTER/VALIDUS OPERATING PARTNERSHIP, LP
 c/o Carter Validus Mission Critical REIT, Inc.
 4211 West Boy Scout Blvd., Suite 500

Tampa, Florida 33607
 Attention: General
Partner

		
	 Manager:
	  	 CARTER VALIDUS REAL ESTATE MANAGEMENT SERVICES, LLC
 c/o Carter & Associates, L.L.C.



  
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		  	 4211 West Boy Scout Blvd., Suite 500
 Tampa, Florida 33607
 Attention: Lisa Drummond and Todd Sakow



8.2 Governing Law; Venue. This Management Agreement shall be governed by and construed in accordance with the laws of the State of
Florida, and any action brought to enforce the agreements made hereunder or any action which arises out of the relationship created hereunder shall be brought exclusively in Hillsborough County, Florida. 

8.3 Assignment. Manager may delegate partially or in full its duties and rights under this Management Agreement but only with the
prior written consent of Owner. Owner acknowledges and agrees that any or all of the duties of Manager as contained herein may be delegated by Manager and performed by a person or entity (“Submanager”) with whom Manager contracts for the
purpose of performing such duties. Owner specifically grants Manager the authority to enter into such a contract with a Submanager; provided that, unless Owner otherwise agrees in writing with such Submanager, Owner shall have no liability or
responsibility to any such Submanager for the payment of the Submanager’s fee or for reimbursement to the Submanager of its expenses or to indemnify the Submanager in any manner for any matter; and provided further that Manager shall require
such Submanager to agree, in the written agreement setting forth the duties and obligations of such Submanager, to indemnify Owner for all Losses incurred by Owner as a result of the willful misconduct or gross negligence of the Submanager, except
that such indemnity shall not be required to the extent that Owner recovers issuance proceeds with respect to such matter. Any contract entered into between Manager and a Submanager pursuant to this Section 8.3 shall be consistent with the
provisions of this Management Agreement, except to the extent Owner otherwise specifically agrees in writing. This Management Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and
assigns. Owner may assign its rights under this Management Agreement as to any particular Property to a lender or lenders pursuant to the terms of any loan or loans obtained related to the Properties. In connection therewith, any Affiliate of
CV REIT or CV OP that is an Owner is hereby authorized to execute and deliver any and all documents required by a lender in order to carry out the intent of the immediately foregoing sentence.

8.4 Third Party Leasing Services. Manager acknowledges that from time to time Owner may determine that it is in the best interests
of Owner to retain a third party to provide certain leasing services with respect to certain Properties and to compensate such third party for such leasing services. Upon the prior written consent of Manager, Owner shall have the authority to enter
into such a contract for leasing services with a third party (a “Third Party Leasing Agreement”); provided that Manager shall have no liability or responsibility to Owner for any of the duties and obligations undertaken by such party, and
Owner agrees to indemnify Manager for all Losses incurred by Manager as a result of acts of such third party pursuant to the Third Party Leasing Agreement. To the extent that leasing services are specifically required to be performed by a third
party pursuant to such Third Party Leasing Agreement, Manager shall have no obligation to perform such leasing services and Owner shall have no obligation to Manager for leasing fees pursuant to Section 5.2 hereof. To the extent that both
Manager and such Third Party Leasing Agreement provides leasing services with respect to certain Properties, the Leasing fees payable to Manager pursuant to Section 5.2 hereof shall be reduced by the amounts payable with respect to such
Properties to such Third Party Leasing Agreement. 
 8.5 Third Party Management Services. Manager acknowledges that, from
time to time, Owner may acquire interests in Properties in which Owner does not control the determination of the party that is engaged to provide property management and other services to be provided by Manager with respect to all Properties
acquired by Owner hereunder. Upon the prior written consent of Manager, Owner shall have the authority to acquire such non-controlling interests in Properties for which a third party provides 


  
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some or all of the services otherwise required to be performed by Manager hereunder (a “Third Party Management Agreement”); provided that Manager shall have no liability or
responsibility to Owner for any of the duties and obligations undertaken by such third party, and Owner agrees to indemnify Manager for all Losses incurred by Manager as a result of the acts of such third party pursuant to the Third Party Management
Agreement. To the extent that property management and other services are specifically required to be performed by a third party pursuant to such Third Party Management Agreement, Manager shall have no obligation to perform such services and Owner
shall have no obligation to Manager for compensation for such services pursuant to Article V hereof. To the extent that both Manager and such Third Party Management Agreement provides management and leasing services with respect to certain
Properties, the management and leasing fees payable to Manager pursuant to Section 5.1 hereof shall be reduced by the amounts payable with respect to such Properties to such Third Party Management Agreement. 

8.6 No Waiver. The failure of Owner to seek redress for violation or to insist upon the strict performance of any covenant or
condition of this Management Agreement shall not constitute a waiver thereof for the future. 
 8.7 Amendments. This
Management Agreement may be amended only by an instrument in writing signed by the party against whom enforcement of the amendment is sought. 
 8.8 Headings. The headings of the various subdivisions of this Management Agreement are for reference only and shall not define or limit any of the terms or provisions hereof. 

8.9 Counterparts. This Management Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, and it shall not be necessary in making proof of this Management Agreement to produce or account for more than one such counterpart. 
 8.10 Entire Agreement. This Management Agreement contains the entire understanding and all agreements between Owner and Manager respecting the management of the Properties. There are no
representations, agreements, arrangements or understandings, oral or written, between Owner and Manager relating to the management of the Properties that are not fully expressed herein. 

8.11 Disputes. If there shall be a dispute between Owner and Manager relating to this Management Agreement resulting in
litigation, the prevailing party in such litigation shall be entitled to recover from the other party to such litigation such amount as the court shall fix as reasonable attorneys’ fees. 

8.12 Activities of Manager. The obligations of Manager pursuant to the terms and provisions of this Management Agreement shall not
be construed to preclude Manager from engaging in other activities or business ventures, whether or not such other activities or ventures are in competition with Owner or the business of Owner. 

8.13 Independent Contractor. Manager and Owner shall not be construed as joint venturers or partners of each other pursuant to
this Management Agreement, and neither shall have the power to bind or obligate the other except as set forth herein. In all respects, the status of Manager to Owner under this Management Agreement is that of an independent contractor. 

8.14 No Third-Party Rights. Nothing expressed or referred to in this Management Agreement will be construed to give any Person
other than the parties to this Management Agreement any legal or equitable right, remedy or claim under or with respect to this Management Agreement or any provision of this Management Agreement, except such rights as shall inure to a successor or
permitted assignee pursuant to Section 8.3. 

  
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 8.15 Ownership of
Proprietary Property. The Manager retains ownership of and reserves all Intellectual Property Rights in the Proprietary Property. To the extent that Owner has or obtains any claim to any right, title or interest in the Proprietary Property,
including without limitation in any suggestions, enhancements or contributions that Owner may provide regarding the Proprietary Property, Owner hereby assigns and transfers exclusively to the Manager all right, title and interest, including without
limitation all Intellectual Property Rights, free and clear of any liens, encumbrances or licenses in favor of Owner or any other party, in and to the Proprietary Property. In addition, at the Manager’s expense, Owner will perform any acts that
may be deemed desirable by the Manager to evidence more fully the transfer of ownership of right, title and interest in the Proprietary Property to the Manager, including but not limited to the execution of any instruments or documents now or
hereafter requested by the Manager to perfect, defend or confirm the assignment described herein, in a form determined by the Manager. 
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 IN WITNESS
WHEREOF, the parties have executed this Property Management and Leasing Agreement as of the date first above written. 
  

			
	 CARTER VALIDUS MISSION
 CRITICAL REIT, INC.

		
	By:	 	 /s/ Todd M. Sakow

		 	Todd M. Sakow
		 	Chief Financial Officer


  

			
	CARTER/VALIDUS OPERATING PARTNERSHIP, LP
		
	By:	 	Carter Validus Mission Critical REIT, Inc.
		 	General Partner


  

			
		
	By:	 	 /s/ Todd M. Sakow

		 	Todd M. Sakow
		 	Chief Financial Officer


  

			
	CARTER VALIDUS REAL ESTATE MANAGEMENT, LLC
		
	By:	 	 /s/ John E. Carter

		 	John E. Carter
		 	Executive Vice President



  
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