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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 B
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