Property Management and Advisory Agreement [Amended and Restated] (40K)
Doc #333684: Click preview link for longer preview.
AMENDED AND RESTATED
PROPERTY MANAGEMENT AND ADVISORY AGREEMENT
BETWEEN
AMERIVEST PROPERTIES INC.
AND
SHERIDAN REALTY ADVISORS, LLC
THIS AGREEMENT originally dated as of December 22, 1999 and revised and
restated as of March 12, 2001, between AmeriVest Properties Inc., a Maryland
corporation (the "Company") and Sheridan Realty Advisors, LLC, a Colorado
limited liability company (the "Advisor")
W I T N E S S E T H:
WHEREAS, the Company owns certain real estate, including office and self-
storage assets; and
WHEREAS; the Company is qualified as a real estate investment trust as
defined in the Internal Revenue Code of 1986, as the same may be amended or
modified from time to time (which, together with any regulations and rulings
issued from time to time thereunder is hereinafter called the "Code"), and
invests its funds in investments permitted for a real estate investment trust;
and
WHEREAS, the individuals associated with the Advisor have extensive
experience in the acquisition, operation, management, administration and
disposition of real estate assets and in real estate capital markets; and
WHEREAS; the Board of the Directors of the Company decided on November 12,
1999 that it was in the Company's best interests to pursue an arrangement to
avail itself of the experience, sources of information, advice and assistance of
the Advisor and to have the Advisor perform the duties and responsibilities
hereinafter set forth, on behalf of and subject to the supervision of the
directors of the Company (the "Directors"), as provided herein; and
NOW THEREFORE, in consideration of the premises and of the mutual covenants
herein contained, the parties agree as follows:
1. Duties of the Advisor. Subject to the supervision of the Directors,
---------------------
the Advisor will be responsible for the day-to-day operations of the Company
and, subject to Section 17 hereof, shall provide such services and activities
relating to the assets, operations and business plan of the Company as may be
appropriate, including:
1
{PAGE}
1.1 preparing and submitting an annual budget and business plan for
approval by the Directors (the "Business Plan");
1.2 using its best efforts to present to the Company for approval by
the Directors, a continuing and suitable investment program consistent with the
investment policies and objectives of the Company as set forth in the Business
Plan;
1.3 using its best efforts to present to the Company investment
opportunities consistent with the Business Plan and such investment program as
the Directors may adopt from time to time;
1.4 furnishing or obtaining and supervising the performance of the
ministerial functions in connection with the administration of the day-to-day
operations of the Company as delegated by the President of the Company or the
Directors, including the investment of reserve funds and surplus cash in short-
term money market investments;
1.5 serving as the Company's investment and financial advisor and
providing research, economic, and statistical data in connection with the
Company's investments and investment and financial policies;
1.6 on behalf of the Company, investigating, selecting and conducting
relations with borrowers, lenders, mortgagors, brokers, investors, builders,
developers and others; provided however, that the Advisor shall not retain on
the Company's behalf any consultants or third party professionals, other than
legal counsel, without prior approval of the Directors;
1.7 consulting with the Directors and furnishing the Directors with
advice and recommendations with respect to the making, acquiring (by purchase,
investment, exchange, or otherwise), holding, and disposition (through sale,
exchange, or otherwise) of investments consistent with the Business Plan of the
Company;
1.8 performing all financial and internal accounting functions for
the Company, including retaining such pre-approved outside services as may be
required in acquiring and disposing of investments;
1.9 providing all property management services for each real property
listed on Exhibit A hereto ("Managed Properties"), which exhibit may be updated
---------
from time to time to add or delete properties at the discretion of the
Directors. Such services shall include all normal and customary services
necessary to manage, operate and maintain the properties in a manner consistent
with past Company management including: the employment and discharge of
employees and contractors; preparation of budgets; collection of receivables;
leasing, including the hiring and supervising brokers; supervising all repairs,
decorations, non-capital improvements and operating activities; obtaining,
reviewing and, if requested, paying all property taxes and loan payments;
complying with all agreements affecting the properties; paying all expenses from
the
2
{PAGE}
operating account for the properties; maintaining all records; administering
a tenant relations program; and maintaining appropriate financial books and
records for each property;
1.10 advising the Company in connection with public or private sales
of shares or other securities of the Company, or loans to the Company, but in no
event in such a way that the Advisor could be deemed to be acting as a broker
dealer or underwriter;
1.11 monthly and at any other time requested by the Directors, making
reports to the Directors regarding the Company's performance to date in relation
to the Company's approved Business Plan and its various components, as well as
the Advisor's performance of the foregoing services;
1.12 assisting in preparation of reports and other documents necessary
to satisfy the reporting and other requirements of any governmental bodies or
agencies and to maintain effective communications with stockholders of the
Company;
1.13 doing all things necessary to ensure its ability to render the
services contemplated herein, including providing office space, office
furnishings and personnel necessary for the performance of the foregoing
services as Advisor, all at its own expense, except as otherwise expressly
provided for herein; and
1.14 supervising and managing remodeling, refurbishment, construction
or other capital projects in connection with the Managed Properties
2. No Partnership or Joint Venture. The Company and the Advisor are not
-------------------------------
partners or joint venturers with each other, and nothing herein shall be
construed so as to make them such partners or joint venturers or impose any
liability as such on either of them.
3. Records.
-------
3.1 Advisor Records and Reports. At all times, the Advisor shall
333684