EXHIBIT 10.1
TERMINATION OF ADVISORY AGREEMENT
BETWEEN
AMERIVEST PROPERTIES INC.
AND
SHERIDAN REATLY ADVISORS, LLC.
THIS TERMINATION AGREEMENT is dated as of December 27, 2002 between
AmeriVest Properties Inc., a Maryland corporation (the "Company") and Sheridan
Realty Advisors, LLC, a Colorado limited liability company (the "Advisor").
WITNESSETH:
WHEREAS, the Company and the Advisor are parties to an Advisory Agreement
originally dated as of December 22, 1999, revised and restated as of March 12,
2001 and further revised and restated as of December 31, 2001 (the "Advisory
Agreement"); and
WHEREAS, the Board of Directors of the Company and the Advisor have agreed
that, effective as of November 1, 2002, the Advisory Agreement will be
terminated pursuant to the terms and conditions of this Agreement and the
Advisor shall be entitled to receive compensation as provided in the Advisory
Agreement through February 28, 2003.
NOW THEREFORE, in consideration of the premises and of the mutual covenants
herein contained, the parties agree as follows:
1. Effective Date of Termination. As of November 1, 2002 (the "Effective
Date"), the Advisory Agreement shall be deemed terminated and have no further
force and effect except as specified in this Agreement. As a result of such
termination, the company shall be responsible for all expenses of the Advisor
from and after November 1, 2002 through December 31, 2002, including wages and
salaries, insurance, legal, accounting and consulting fees, payroll expenses,
travel and mileage, investor relations and all other administrative and
day-to-day expenses.
2. Compensation of Advisor. The Advisor shall be entitled to all compensation
earned through December 31, 2002 for transactions completed or under contract,
which includes the following amounts:
2.1 Advisory Fees. Advisory fees in accordance with Section 6.1 of the
Advisory Agreement in the amount of $765,470 payable in connection
with the acquisition of The Centerra Building in Denver, the Chateau
Plaza building in Dallas and the acquisition and development of the
Keystone Building IV in Indianapolis; plus
2.2 Capital Project Fees. Capital project fees in accordance with Section
6.2 of the Advisory Agreement in the amount of $100,000 payable in
connection with capital projects commenced at The Centerra Building,
the Kellogg Building and Keystone Building IV during 2002; plus
2.3 Contingent Advisory Fee. An estimated additional advisory fee in
accordance with Section 6.1 of the Advisory Agreement in the amount of
$250,000 in connection with the acquisition of a building in Phoenix,
Arizona which is under contract by the Company and is subject to
certain conditions. In the event the Phoenix acquisition does not
close for any reason, the accrued fees will not be paid.
3. Agreement to Exercise Warrants. The Advisor agrees that it will use the
compensation payable hereunder which has not been previously paid to exercise
incentive warrants previously received by the Advisor under the Advisory
Agreement. Under the terms of the Advisory Agreement, the incentive warrants are
not exercisable until January 1, 2003.
4. Cooperation of Advisor. Upon execution of this Agreement and the
compensation set forth herein, the Advisor shall immediately:
4.1 pay over to the Company all monies collected and held for the account
of the Company pursuant to the Advisory Agreement;
4.2 deliver to the Directors a full accounting, including a statement
showing all payments collected by it and a statement of any monies
held by it, covering the period following the date of the last
accounting furnished to the Directors;
4.3 deliver to the Directors all property and documents of the Company
then in the custody of the Advisor; and
4.4 cooperate with the Company and take all reasonable additional steps
requested to assist the Company in making an orderly transition of the
advisory functions.
5. Full Payment. The parties agree that this Agreement constitutes full
satisfaction of all fees, expenses and other obligations provided for in the
Advisory Agreement.
6. Confidentiality. The Advisor acknowledges that it and its employees have
had access to certain information concerning the Company and its business that
was provided solely in connection with Advisor's duties under the Advisory
Agreement. Any other use of this information at any time during or after the
term of the Advisory Agreement is prohibited.
7. Complete Agreement. The parties acknowledge and agree that this Termination
Agreement and the terms of the incentive warrants constitute the complete
agreements between them and that no oral modification of this Termination
Agreement is permissible. The parties further acknowledge and agree that this
Termination Agreement and the terms contained herein supersede all previous
contracts and agreements between the parties, including but not limited to the
Advisory Agreement, as amended and that all previous contracts and agreements
between the parties (other than the incentive warrant agreement), shall become
null and void upon execution of this Termination Agreement.
8. Binding Agreement. This Termination Agreement shall be binding upon any and
all successors and assigns of Advisor and the Company.
9. Colorado Law. Except for issues or matters as to which federal law is
applicable, this Termination Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Colorado without giving
effect to the conflicts of law principles thereof.
AMERIVEST PROPERTIES INC. SHERIDAN REALTY ADVISORS, LLC
By: /s/ William T. Atkins By: /s/ Charles K. Knight
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William T. Atkins Charles K. Knight
Chairman and Chief Executive Officer President and Co-Managing Member