SERVICE CONTRACT

THIS SERVICE CONTRACT (this “Agreement”) is made this ____ day of ______, 20__, by and between __________________, a _______________ (“Contractor”) and [IPT Property Owner], a [Delaware limited liability company] (“Company”).

NOW, THEREFORE, in consideration of the promises and covenants made herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Services . Contractor shall provide those services described on the Addendum attached hereto as Exhibit A (the “Addendum”), which is incorporated herein and made a part hereof by this reference, together with all other mutually agreed upon services (collectively, the “Services”) to Company in accordance with this Agreement. Contractor will be providing the Services for the real property located at ___________________ (the “Property”) and may be onsite at the Property. Any changes or modifications regarding the Services must be in writing and approved by Company.

2. Payment . In consideration for the Services, Company shall pay Contractor the compensation (the “Compensation”) in the amounts and at the times set forth in the Addendum. Each invoice (each, an “Invoice”) shall contain sufficient detail of any amounts due. Notwithstanding anything in this Agreement, Contractor shall be solely responsible for all taxes with respect to any Compensation due hereunder or any Services provided hereunder, including, but not limited to, income, sales, use and gross receipts taxes. As a condition precedent to any payment, Contractor shall deliver promptly to Company such unconditional waivers or releases of liens in forms as reasonably requested by Company with respect to the Services provided. Final payment shall not relieve Contractor of responsibility for faulty, defective, or recalled materials or workmanship connected with the Services.

3. Term and Termination .

a. This Agreement shall become effective immediately on the Contract Start Date (as defined and set forth in the Addendum) and shall remain in effect until the earlier of (such earlier date being the (“Termination Date”): (i) the Contract End Date (as defined and set forth in the Addendum), (ii) the date on which title to the Property ceases, for any reason, including without limitation a sale, a foreclosure or a conveyance in lieu of foreclosure, to be owned by Company or an affiliate of Company; (iii) a date designated by either party that is three (3) days after defaulting party receives written notice from the non-defaulting party of a default in its performance of any of the terms and conditions of this Agreement, subject to any cure periods set forth herein; or (iv) a date designated by Company in a written notice of termination of this Agreement without cause (for any reason or no reason) that is thirty (30) or more days after Contractor receives such written notice.

b. Notwithstanding the above, if, after the Contract End Date, Company orders any further services from Contractor, then this Agreement shall continue on a month to month basis thereafter until either Company or Contractor gives thirty (30) days written notice of

termination. If this Agreement is terminated early for any reason or no reason, however, and Company thereafter orders any Services from Contractor, the parties acknowledge and agree that this Agreement shall not be deemed to be reinstated

c. If this Agreement is terminated early by Company as provided in this Agreement, the sole liability and obligation of Company is for Company to pay for those Services provided to Company prior to the Termination Date; provided, however, that Company may offset any damages incurred by it against such amounts owed to Contractor and Contractor shall remain liable to Company for any damages caused by a default by Contractor.

4. Contractor’s Covenants, Representations and Warranties . Contractor covenants, represents, and warrants to Company as follows:

a. The Services shall be performed by adequately trained, competent personnel, in a highly professional manner, in accordance with applicable industry standards and in accordance with the terms and conditions of this Agreement. To the extent the Services include the provision of any products, the products shall (i) be free of defects, (ii) be fit for their intended use, (iii) conform to the specifications, terms and conditions set forth in this Agreement, and (iv) be lien free and conveyed with good title. Notwithstanding any other term of this Agreement to the contrary, Contractor has not and will not disclaim any implied or express warranties.

b. Contractor shall, and shall cause all of Contractor’s employees, subcontractors, consultants, agents and representatives (collectively, “Contractor’s Representatives”) to, in performing the Services, comply with all applicable federal, state and local laws, ordinances, regulations and orders (collectively, “Laws”). Contractor shall, prior to commencing performance of any of the Services, obtain, and shall maintain throughout the term of this Agreement, all approvals, licenses and/or permits required by any Law in order to provide the Services.

c. Contractor promptly shall notify Company of any defects or other issues that impede or preclude Contractor from providing any or all of the Services. Contractor represents that it has investigated the conditions necessary to provide the Services and assumes the risks related thereto.

d. Upon completion of the Services at the Property, Contractor shall (i) restore the Property to its original condition; (ii) leave the Property clean and free of all tools, equipment, waste materials and rubbish; (iii) be liable for any costs, expenses or damages to the Property with respect to restoration thereof to the original condition of the Property; and (iv) be liable for the cost of any utilities left on by Contractor or its contractors, subcontractors, or agents after completing the Services (as such utilities are reasonably calculated by Company).

e. Contractor shall be responsible for damage to or theft of real or personal property of Company or tenants or other occupants of the Property caused by Contractor or Contractor’s Representatives.

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f. Contractor shall comply with all reasonable rules and regulations promulgated with respect to entry into the Property and shall not interfere or intrude upon the premises or privacy of any tenant or occupant of the Property.

g. The Services shall not infringe upon any trademark, copyright, patent or other intellectual property right (collectively, “Intellectual Property”). Contractor owns all such Intellectual Property rights utilized in providing the Services and Company may use such Services as contemplated hereunder without infringing upon any such Intellectual Property. If the Services involve the provision of any software, material, information or products that involve Intellectual Property, Contractor represents that it has agreements in place with Contractor’s Representatives sufficient to convey all ownership in such work product to Company, and that Contractor will, during the term of this Agreement, including any renewal term, enter into agreements with Contractor’s Representatives, sufficient to convey all ownership in such work product to Company.

h. Risk of loss for any products shall remain with Contractor until such products shall be delivered and accepted by Company. Any products shall be delivered, at Contractor's costs of shipment, freight and other similar charges, to the Property. Contractor shall ship orders of products in full, and not partial orders (unless Company, in its sole discretion, agrees to accept partial orders). Contractor may not substitute products without the prior written approval of Company, which approval may be given or withheld in Company’s sole discretion.

i. Contractor is not a Prohibited Person (as defined below); to Contractor’s knowledge, none of Contractor’s Representatives, acting or benefiting in any capacity in connection with this Agreement are Prohibited Persons; and none of the funds or other assets, if any, to be transferred to Company hereunder are the property of, or beneficially owned, directly or indirectly, by a Prohibited Person, nor are such funds or other assets the proceeds of any specified unlawful activity as defined by 18 U.S.C. § 1956(c)(7). “Prohibited Person” means any of the following: (i) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist Financing (effective September 24, 2001) (the “Executive Order”); (ii) a person or entity owned or controlled by, or acting for or on behalf of any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (iii) a person or entity that is named as a “specially designated national” or “blocked person” on the most current list published by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) at its official website, http:www/treas.gov/offices/enforcement/ofac; (iv) a person or entity that is otherwise the target of any economic sanctions program currently administered by OFAC; or (v) a person or entity that is affiliated with any person or entity identified in subclause (i), (ii), (iii) and/or (iv) above.

j. If Contractor rents or leases equipment to complete and/or perform the Services, Contractor agrees that it shall be solely responsible for such rented/leased equipment until it is returned to its source or supply. Such responsibility shall include, but not be limited to, liability, fire, theft, vandalism and use by any unauthorized persons.

5. Insurance . At all times during this Agreement, Contractor agrees to maintain, at its own cost and expense, insurance of the types and in the amounts as set forth on Exhibit B

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attached hereto and made a part hereof and incorporated herein by this reference. Contractor shall require that all subcontractors brought onto the Property have insurance coverage, at the Contractor’s or subcontractor’s expense, in the amount set forth on Exhibit   B for Contractor’s insurance. All insurance provided by Contractor shall be primary, and insurance maintained by Company, if any, shall be excess of Contractor’s insurance. Contractor shall arrange with its insurance companies to endorse its policies accordingly.

6. Hazardous Materials . Contractor shall not cause, or permit to be caused by Contractor’s Representatives, any Hazardous Materials (as defined below) to be used at, transported to, or dumped, generated, spilled, released, stored, brought upon, or deposited on, over or beneath the Property, except for such use that is necessary to provide the Services and then only in accordance with applicable industry standards and in compliance with all applicable Laws. “Hazardous Materials” means substances, materials or waste the generation, handling, storage, treatment or disposal of which is defined or regulated by any local, state or federal government authority or Laws, as a “toxic waste”, “toxic material”, “toxic substance”, “hazardous waste,” “hazardous material,” “hazardous substance,” “pollutant” or “contaminant” and including, without limitation, those designated as a “hazardous substance” under Section 311 or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. §§ 1321, 1317), defined as a “hazardous waste” under Section 1004 of the Resource Conservation and Recovery Act (42 U.S.C. § 6903), or defined as a “hazardous substance” under Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601), and, including, without limitation, mold, petroleum products and byproducts, PCBs and asbestos. To the fullest extent permitted by law, Contractor shall indemnify and hold harmless Company and the Indemnified Parties (as defined below) from and against any and all Losses (as defined below) arising directly or indirectly out of the presence, use, generation, storage, treatment, on or off-site disposal or transportation of Hazardous Materials on, into, from, under, over or about the Property by Contractor, or Contractor’s Representatives, and specifically including the cost of any required or necessary repair, restoration, clean-up.

7. [Lead Paint Requirements. Contractor covenants, represents and warrants that the Services shall be provided without the use of lead-based paint or of any constituent or product that contains lead-based paint. Contractor shall indemnify and hold harmless Company and the Indemnified Parties from and against any and all Losses to the extent arising out of a breach of any covenant, representation and warranty set forth in this Section or the presence of lead-based paint in any products used in the delivery of the Services.]

8. Confidentiality .

a. As used in this Section, the defined term “Company” expressly includes Company and all of its affiliates and subsidiaries. Contractor acknowledges that, in rendering the Services hereunder, Contractor and Contractor’s Representatives may learn, acquire, gather or develop secret, proprietary or confidential information and data concerning Company, including, but not limited to, its business operations, plans, programs, tenants and employees (collectively, the “Confidential Information”). Contractor and Contractor’s Representatives shall (i) treat all such Confidential Information as Company’s confidential property and (ii) not divulge any Confidential Information to others at any time nor use it for any purpose, except on behalf of Company, without the prior written consent of Company. This obligation to keep such

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Confidential Information confidential shall continue for three years beyond and after the Termination Date of this Agreement. At the completion or termination of this Agreement or at any time Company so requests, Contractor shall deliver to Company Confidential information. The confidentiality provisions of this Section do not apply to information that is publicly available through no fault of Contractor or Contractor’s Representatives, was or becomes known by Contractor from a source not known to Contractor to be under a confidentiality obligation to Company or its affiliates, or is required to be disclosed by law (provided that Contractor provides Company prompt notice prior to any such disclosure).

b. Contractor agrees that (i) the covenants and restrictions contained in this Section are of material consideration to this Agreement and are reasonable and necessary to protect and preserve the interests of Company, (ii) irreparable loss and damage will be suffered by Company resulting from any breach hereof, (iii) monetary damages will not be sufficient to compensate Company for any such default or breach, and (iv) in addition to all other remedies provided at law or in equity, Company shall be entitled to seek and obtain temporary, preliminary and permanent injunctive relief in a court of law to prevent and restrain any breach or contemplated or threatened breach of and to specifically enforce the provisions of this Section, and Company will not be obligated to post a bond or other security in seeking such relief or to prove irreparable harm. The existence of any claim, demand, action, set-off, counterclaim, or cause of action by Contractor against Company or any other person shall not constitute a defense to the enforcement by Company of this section. Contractor shall be liable for any breach of this Section by Contractor’s Representatives.

9. Force Majeure . If any party's performance of any of its obligations under this Agreement is interfered with by any reason or any circumstances beyond its reasonable control, then such party shall be excused from performance on a day-by-day basis to the extent of such interference; provided, however, that the party whose performance is being interrupted shall provide immediate notice to the other party of such interruption. If such force majeure event continues for 10 days, then the other party hereto may terminate this Agreement without cause.

10. Default . It shall be a default under this Agreement if any of the following occur:

a. A party fails to make any payment when due hereunder and such default is not cured within fifteen (15) days after written notice thereof.

b. A party fails to observe any covenant set forth in this Agreement and such failure continues for a period of ten (10) days after written notice thereof.

c. A party is in breach of any representation or warranty made pursuant to this Agreement at the time such representation is made.

d. A party files for bankruptcy or receivership under federal or similar state laws or has any similar involuntary claim filed against it in a similar proceeding.

e. In the case of Contractor, if Contractor or any of Contractor’s Representatives commits fraud, gross negligence or intentional misconduct with respect to the Services or this Agreement.

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11. Limitation on Liability . Contractor agrees that, notwithstanding any provision in this Agreement to the contrary, no partner, member, manager, shareholder, director, officer, employee, agent, affiliate or representative of Company, nor any partner, member, manager, shareholder, director, officer, employee, agent, affiliate or representative of any partner of Company, shall have any liability for the obligations of Company under this Agreement.

12. Waiver of Consequential Damages . Except with respect to Contractor’s indemnification obligations hereunder, each party waives the right to special, indirect, consequential and punitive damages, including lost profits related to, arising out of, or resulting from a breach of this Agreement.

13. Cumulative Remedies . The rights and remedies herein reserved to Company shall be cumulative and additional to any other or further rights and remedies available at law or equity, including, without limitation, the Uniform Commercial Code, if applicable. Any warranty of Contractor is in addition to, and cumulative with, other remedies available to Company.

14. Indemnification .

a. Contractor shall indemnify and hold harmless Company, its affiliates and their respective employees and officers and its property manager (together with Company, the “Indemnified Parties”) from and against any and all claims, demands, damages, liabilities, judgments, penalties, fines, interest, reasonable attorneys’ fees (including those of in-house counsel and appeal), liens, costs and expenses (collectively, “Losses”) to the extent arising out of Contractor’s performance under this Agreement, Contractor’s breach of any representation, warranty or covenant under this Agreement, Contractor’s negligence or misconduct, or Contractor’s breach of any Law.

b. Contractor shall indemnify and hold harmless the Indemnified Parties from and against all Losses arising in connection with, and shall assume full responsibility for payment of, all federal, state and local taxes or contributions imposed or required under unemployment insurance, social security and income tax laws with respect to Contractor's employees in connection with this Agreement.

c. Contractor agrees to pay promptly for all materials furnished or labor performed in connection with its work performed pursuant to this Agreement. Contractor also shall indemnify and hold harmless Company from and against all Losses, and shall keep the Property free and clear of, any and all claims, liens and Losses related thereto of whatever kind and nature arising or alleged to have arisen from any claim by any laborer, materialman, supplier, consultant or subcontractor for materials furnished or labor performed in connection with the Services.

15. [Books and Records; Audit . Contractor shall maintain books and records with respect to the Services to be provided and the Compensation to be paid hereunder. Company shall, for a period of three years after the Termination Date of this Agreement, have the right to review and audit the books and records of Contractor with respect to such Services, Compensation and compliance. If such audit determines that Company has overpaid Contractor,

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Contractor shall immediately pay the amount of overpayment plus interest at 12% per annum from the date when such Compensation originally was paid. If Contractor disputes any audit conducted by Company, then the matter shall be submitted to arbitration before a nationally recognized certified independent public accounting firm (the “CPA”) in Denver, Colorado, that has not been affiliated with or performed work for Contractor or Company or their respective affiliates for the preceding two years. If the parties are unable to agree on an accounting firm, then the AAA (as defined below) located in Denver, Colorado shall select the same. The results of such CPA determination shall be final and binding among the parties and enforceable in any court of competent jurisdiction.]

16. Ownership of Materials . Company shall have the entire right and title to all information and work product acquired, gathered or developed by Contractor as a result of providing the Services to Company pursuant to this Agreement. Contractor shall receive no license or other rights from Company with respect to such information.

17. Independent Contractor . The relationship between the parties is that of independent contractor, and nothing contained in this Agreement shall make either party a partner, agent, employee, joint venturer, dealer or franchisee of the other party. Contractor is retained by Company only for the purposes and to the extent set forth in this Agreement. Neither Contractor nor Company may bind the other whatsoever. The Services to be provided by Contractor are not part of a continuing relationship between Contractor and Company. Contractor agrees to pay any and all salary or other benefits to its employees and shall make all appropriate tax (including unemployment tax), social security, Medicare and other withholding deductions and payments.

18. Notices. All notices, demands, requests and other communications required or permitted hereunder shall be in writing, and shall be (a) personally delivered with a written receipt of delivery; (b) sent by a recognized overnight delivery service requiring a written acknowledgement of receipt or providing a certification of delivery or attempted delivery; or (c) sent by certified or registered mail, return receipt requested. All notices shall be deemed effective when actually delivered as documented in a delivery receipt; provided, however, that if the notice was sent by overnight courier or mail as aforesaid and is affirmatively refused or cannot be delivered during customary business hours by reason of the absence of a signatory to acknowledge receipt, or by reason of a change of address with respect to which the addressor did not have either knowledge or written notice delivered in accordance with this Section, then the first attempted delivery shall be deemed to constitute delivery. Each party shall be entitled to change its address for notices from time to time by delivering to the other party notice thereof in the manner herein provided for the delivery of notices. All notices shall be sent to the addressee at its address set forth following its name below:

To Contractor:

As set forth in the Addendum

To Company:

[INSERT IPT ENTITY NAME]

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c/o Industrial Property Trust Inc.Attention: Asset Management518 17th Street, 17th FloorDenver, Colorado 80202

With a copy to:

[INSERT IPT ENTITY NAME]c/o Industrial Property Trust Inc.Attention: General Counsel518 17th Street, 17th FloorDenver, Colorado 80202

19. Governing Law/Jurisdiction/Attorneys Fees . This Agreement shall be governed by, and interpreted in accordance with, the laws of the state where the Property is located without giving effect to the conflict of laws principles of such state. Any suit, action or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, shall be brought in a court of competent jurisdiction located solely and exclusively in the city and county where the Property is located. The substantially prevailing party in any action brought to enforce or interpret this Agreement shall be awarded and receive its costs and reasonable attorney’s fees (including those of in-house counsel), including for any appellate review.

20. Entire Agreement; Applicability of Other Documents; Prior Services . This Agreement, together with the Addendum attached hereto, contains all of the terms and conditions agreed upon by the parties hereto with reference to the subject matter hereof and supersedes all prior agreements and negotiations with respect to the subject matter hereof. No oral agreements have been made other than as set forth in this Agreement. This Agreement cannot be modified or changed except by written instrument signed by all parties hereto. The parties agree that the terms of this Agreement cannot be varied, waived or amended by Company, except by a writing executed by an officer of Company. Any specific waiver shall not be deemed a waiver of any other provision or a continuing waiver of the waived provision. Contractor acknowledges and agrees that the terms and conditions of this Agreement will govern in all respects the Services, regardless of any contrary or competing terms or conditions contained in any proposal, purchase order, or other form provided by Contractor, any subcontractor, or any other party relating to the Services to the extent they are inconsistent with any provision of this Agreement or limit the scope of any indemnity or other liability of Contractors. The inclusion by reference to this Agreement of any proposal, purchase order, invoice, request for proposal, or other document provided or prepared by Contractor or any subcontractor is merely for convenience of identification of the scope of services or materials provided and any and all other such terms and conditions are expressly not incorporated herein nor valid for any purpose nor binding on the parties, except, if not otherwise set forth in this Agreement or the Addendum, with respect to: (i) the quantity or type of Services or products to be delivered, (ii) the price for such Services or products, or (iii) the method, place and date of delivery of such services or products.

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21. Severability . If any part of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be reformed and enforced to the maximum extent permitted by law. If such provision cannot be reformed, it shall be severed from this Agreement and the remaining portions of this Agreement shall be valid and enforceable.

22. Assignability . This Agreement shall be binding and inure to the benefit of the successors and permitted assigns of the parties hereto. The parties acknowledge and agree that the obligations of Contractor are personal to Contractor and that Contractor may not assign or subcontract its rights, obligations or this Agreement, except with the prior written approval of Company (which may be given or withheld in Company’s sole discretion). Company may, without the consent of Contractor, assign this Agreement to any affiliate or subsidiary of Company or to a lender as collateral security for a loan or to any person or entity acquiring the Property or substantially all of the assets of Company. Upon such assignment, Company shall be relieved of any further liability or obligations to Contractor arising after the effective date of such assignment.

23. Counterparts/.PDF . This Agreement may be executed in several counterparts, and all such counterparts shall constitute the same agreement. The parties hereto, agree that signatures transmitted electronically via .pdf attachment shall be binding as if they were original signatures.

24. Section Headings/Use of Terms/Construction . The section headings herein are inserted only for convenience and reference and shall in no way define, limit, or prescribe the scope or intent of any provisions of this Agreement. When the context in which words are used herein indicates that such is the intent, words in the singular number shall include the plural and vice versa. All pronouns and any variations thereof shall be deemed to refer to all genders. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

25. Authority to Execute . Each person executing this Agreement represents and warrants that it is duly authorized to execute this Agreement by the party on whose behalf it is so executing.

26. Survival . The provisions of this Agreement which, by their reasonable terms, are intended to survive the Termination Date of this Agreement for any reason or no reason (such as the covenants, warranties and representations herein and indemnity or confidentiality obligations herein) shall survive termination. If this Agreement is terminated or expires by its terms, such expiration or termination shall not affect any liability or other obligation which shall have accrued prior to such termination.

27. [Waiver of Claims .

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a. Contractor hereby waives any and all claims against the Indemnified Parties and the Indemnified Parties’ properties for liabilities, losses, actions, damages, judgments, costs or expenses of whatever nature, including attorneys' fees, incurred by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of any property, violation of Law, or otherwise in connection with (i) the condition of the Property or any facilities thereon, (ii) any event or occurrence on or about the Property, or (iii) the acts or omissions of any person, except with respect to the gross negligence or willful misconduct of an Indemnified Party.

b. All personal property belonging to Contractor shall be brought onto the Property at the risk of Contractor, and the Indemnified Parties shall not be liable for damage or destruction to or theft of any such personal property, except with respect to the gross negligence or willful misconduct of an Indemnified Party. ]

28. No Use of Name . Contractor shall not publicize, publish or otherwise use the name of Company, Industrial Property Trust Inc. (“IPT”), or any of their predecessors, successors, or affiliates in any advertising, customer list or similar document, or otherwise disclose the contractual relationship with Company, IPT, or their affiliates, without the prior written approval of Company or IPT, as applicable (which approval may be given or withheld in the sole discretion of Company or IPT, as applicable).

29. No Recordation . Contractor shall not record this Agreement or a memorandum of this Agreement or any other document with respect to the Property. If Contractor does record this Agreement or a memorandum thereof or any other document with respect to the Property, such recordation shall be an immediate default of this Agreement by Contractor without any grace or cure period and Company is hereby authorized to execute any and all documents to remove this Agreement or a memorandum thereof or any other document from title to the Property.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

CONTRACTOR:

[________________________________________________________________________________]

By: ___________________________________Name: ___________________________________Title: ___________________________________

COMPANY:

[INSERT IPT ENTITY SIGNATURE BLOCK]

By: ___________________________________Name: ___________________________________Title: ___________________________________

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EXHIBIT A

ADDENDUM

All capitalized terms used but not defined in this Addendum have the meanings given to them in the Agreement.

1. Full Legal Name of Contractor: _________________________________________________

2. Contractor's Address (include street address, city, state and zip code): _______________________________________________________________________________________________

3. Contractor's Telephone Number & Facsimile Number (include area code): ___________________________________________________________________________________________

4. Description of the “Services”: _____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

5. Maximum Contract Price (over entire term of contract): ____________________________

6. Compensation (and method and timing of payment):__________________________________________________________________________________________________________________________________________________________________________________________

7. Contract Start Date: _________________________________________________________

8. Contract End Date: __________________________________________________________

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EXHIBIT B

INSURANCE

1. Contractor’s Insurance. Contractor shall maintain, at its own cost and expense, insurance coverages in the following amounts and shall require that all subcontractors brought onto the Property have insurance coverage, at the Contractor’s or subcontractor’s expense, in the following amounts (which amounts may be increased at Company’s written direction, depending on the Services performed):

(a) Workers’ Compensation – Coverage A: Statutory amount; Coverage B: Employer’s Liability insurance:

$1,000,000 Each Accident$1,000,000 Disease, Policy Limit$1,000,000 Disease, Each Employee

(b) Commercial General Liability shall be written on ISO occurrence form CG 00 01 12 07 (or a substitute form providing equivalent coverage).

Combined Bodily Injury and Property Damage LiabilityGeneral Aggregate $2,000,000 Limit of LiabilityProducts – Completed Operations Aggregate $2,000,000 Limit of LiabilityEach Occurrence $1,000,000 Limit of LiabilityPersonal Injury and Advertising Injury $1,000,000 Limit of Liability

The following coverages must be included:Premises/OperationsContingent Liability for work performed by Subcontractor’s/VendorsExplosion, Collapse, and UndergroundBroad Form Property Damage (including Completed Operations)Personal Injury LiabilityContractual Liability (including the tort liability of another assumed in a business

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The following endorsements are required under Contractor’s policy:

Company and its property manager listed as Additional Insured for Ongoing Operations (Form CG 20 33 10/01) and for Completed Operations (Form CG 20 37 10/01), or their equivalent on a combined form.

The policy shall state that it is primary and non-contributory with any insurance maintained by Company, its subsidiaries, directors, officers, employees and agents.

The policy shall contain a hold harmless provision in favor of Company and its property manager.

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Contractor shall maintain Products and Completed Operations Liability Insurance, and the Additional Insured and Primary and Non-contributory coverage as specified in this Exhibit B for three (3) years after work is completed.

Cross-Liability Coverage. If Contractor’s liability policies do not contain the standard ISO separation of insureds provision, or a substantially similar clause, they shall be endorsed to provide cross-liability coverage.

(c) Owned, Hired and Non-Owned Business Automobile liability insurance in an amount no less than $1,000,000 per accident Combined Single Limit for Combined Bodily Injury and Property Damage Liability.

(d) Contractor, and its Subcontractors at any tier, shall retain the risk of loss for any damage whatsoever to their equipment, stationary or mobile, tools including worker’s tools, supplies, materials, scaffolding, automobiles and vehicles, highway or otherwise, cranes, and hoists or any other property owned or leased which will not be incorporated into the physical construction.

If separate insurance is maintained for any property described in this Section, it shall contain a Waiver of Subrogation on the part of the insurance company in favor of Company and all other Contractors and Subcontractors at any tier with respect to on Site activities. If a Contractor of any tier chooses to self-insure any of the property described under this Section, it is agreed that Company and all other suppliers and Subcontractors of any tier shall be held harmless for any loss or damage to the property while on Site.

(e) Employee Theft Insurance / Comprehensive Crime Insurance in an amount not less than $1,000,000 (covering theft, criminal, fraudulent or dishonest acts).

(f) Excess/Umbrella Liability Insurance (Occurrence form with defense costs outside the limits) in an amount no less than $5,000,000 per occurrence/$5,000,000 Aggregate Excess of the Employer’s Liability, Commercial General Liability and Automobile Coverages on a following form basis, including coverage for the Additional Insureds (including Company and its property manager) specified in (b) and shall include liability coverage for damage to the insured’s completed work equivalent to that provided under ISO form CG 00 01.

(g) Subcontractor’s Insurance. Contractor shall cause each subcontractor employed by Contractor to purchase and maintain insurance of the types specified above with limits of liability appropriate for the work. When requested by Company, Contractor shall furnish copies of certificates of insurance evidencing coverage for each subcontractor.

All coverage shall be provided by insurance companies with a current Best’s Rating of A- VII or higher. Contractor shall notify the Company immediately in the event (a) Contractor receives notice from its insurance company of any anticipated cancellations of any insurance

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policy and (b) any cancellation of such insurance policy. At the commencement of this Agreement, Contractor shall furnish Company with Certificates of Insurance evidencing coverage as provided above. At least thirty (30) days prior to the expiration of any such policy, Contractor will provide to Company replacement or substitute Certificates of Insurance evidencing the renewal or replacement of the aforesaid policies. Neither the review nor the failure to review such certificates or any accompanying endorsements, shall constitute acceptance or waive, alter or diminish Company’s right under this Agreement. Company shall be entitled to receive, and the named insured on the certificate shall be required to hold, the insurance coverage as specified above.

2. Investigation of Claims. Contractor shall promptly investigate and assist Company to make a full, timely and written report to any insurance company providing coverage of all accidents, claims or damage relating to the ownership, operation and maintenance of the Property, any damage or destruction to all or any part of such Property and the estimated cost of repair thereof. Contractor shall have no right to settle, compromise or otherwise dispose of any claims, demands or liabilities, whether or not covered by insurance, exceeding $5,000.

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