CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Exhibit 99.5

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On December 17, 2003, Xxxx Realty, L.P., one of our affiliates, entered into an agreement to purchase 4,746 shares of voting common stock and 19,500 shares of non-voting common stock of Xxxx Real Estate Services, Inc. in exchange for a cash payment of $200,000 from The Xxxxxx Xxxx Company, an entity in which Xxxxxx X. Xxxx, Xx., one of our directors, is the trustee of the two trusts that own a majority of the common stock. CarrAmerica assumed all rights and obligations of Xxxx Realty, L.P. under this agreement and purchased the shares of Xxxx Real Estate Services, Inc. on December 24, 2003. Xxxx Real Estate Services, Inc. is now a wholly-owned taxable REIT subsidiary of ours. Xx. Xxxxxx X. Xxxx, our Chief Executive Officer and Chairman of our Board of Directors, and Xx. Xxxxxx X. Xxxx’x siblings, Mr. Xxxxxxx Xxxx, Xx. Xxxxxx X. Xxxx, Xx. Xxxxxxx Xxxx, Ms. Xxxx Xxxx-Xxxxx and Xx. Xxxxxx X. Xxxx, III, are beneficiaries of the two trusts that own a majority of the common stock of The Xxxxxx Xxxx Company.

Xxxx Real Estate Services, Inc. provides management and leasing services for properties in which we own an unconsolidated joint venture interest. Fees paid to Xxxx Real Estate Services, Inc. for the management and leasing services with respect to these properties totaled approximately $6.4 million for 2003. This amount includes $648,450 paid by a joint venture in which CarrAmerica and affiliates of Xxxxxx X. Xxxx, Xx. have interests for management and leasing services provided by Xxxx Real Estate Services, Inc.

Xxxx Real Estate Services, Inc. also provides management and leasing services for partnerships in which Xxxxxx X. Xxxx, Xx., one of our directors, and/or X. Xxxxx Xxxxx, a former member of our Board of Directors, and/or their affiliates have interests. Fees paid to Xxxx Real Estate Services, Inc. for these services by partnerships in which both Xx. Xxxx and Xx. Xxxxx and/or their affiliates have interests totaled approximately $639,878 for 2003. Fees paid to Xxxx Real Estate Services, Inc. for these services by partnerships in which only Xx. Xxxx and/or his affiliates have interests totaled approximately $688,332 for 2003. Fees paid to Xxxx Real Estate Services, Inc. for these services by partnerships in which only Xx. Xxxxx and/or his affiliates have interests totaled approximately $323,597 for 2003.

We had a consulting agreement with Xxxxxx X. Xxxx, Xx. to provide services to us, which expired in June 2003. In 2003, we paid Xxxxxx X. Xxxx, Xx. $104,750 for such services.

A wholly owned subsidiary of Xxxxx Enterprises, Inc., an entity of which X. Xxxxx Xxxxx is the majority stockholder, has provided general contracting services to CarrAmerica Development, Inc., a wholly-owned subsidiary of CarrAmerica, and we have retained an affiliate of Xxxxx Enterprises, Inc. to provide asset management services for third-party properties that we manage. In connection with these services, CarrAmerica paid $50.3 million to Xxxxx Enterprises, Inc. for 2003. This includes $40.6 million paid in connection with a joint venture entity in which we own a 30% interest for general contracting services.

We provide tenant project services to an affiliate of Xxxxx Enterprises, Inc. Fees paid to CarrAmerica for these services totaled approximately $41,606 for 2003.

Xx. Xxxxx retired from our Board of Directors in 2003 and did not seek re-election at our 2003 annual meeting of stockholders.

We have entered into agreements with Xxxx Real Estate Services, Inc. pursuant to which we have provided certain administrative services. Fees paid to us by Xxxx Real Estate Services, Inc. for

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legal, tax and IT services totaled approximately $4.3 million for 2003. We have entered into agreements with Xxxx Real Estate Services, Inc. pursuant to which Xxxx Real Estate Services, Inc. provides us with human resources and payroll services. We paid Xxxx Real Estate Services, Inc. $782,458 for these services for 2003.

In connection with the HQ Global Workplaces, Inc./VANTAS Incorporated merger transaction, we agreed to indemnify all of the individuals who served as directors of HQ Global at the time of the transaction, including Xxxxxx X. Xxxx, Xxxxxx X. Xxxx, Xx., and Xxxxxx X. Xxxxxxx, who currently serve as directors and/or executive officers of us, with respect to any losses incurred by them arising out certain litigation matters, if they first tried and were unsuccessful in getting the losses reimbursed by HQ Global or from insurance proceeds. It was expected at the time that these former directors would be indemnified against any of these losses by HQ Global, as required by HQ Global’s certificate of incorporation and bylaws. HQ Global has not satisfied its indemnity obligation to these directors, and in light of HQ Global’s bankruptcy filing in March 2002, is not likely to do so in the future. As a result, we have paid the costs incurred by these directors in connection with the above litigation matters. In 2003 and 2004, we paid approximately $747,000 and $20,672, respectively, of costs pursuant to this indemnification arrangement, all of which represents amounts paid to legal counsel for these directors.

In connection with a complaint filed by Broadband Office, Inc. and the official committee of unsecured creditors of Broadband Office, Inc. against, among other defendants, Xxxxxx X. Xxxxxxx, the President and Chief Operating Officer of CarrAmerica, relating to his service as a member of the board of directors of Broadband Office, Inc., our Board of Directors authorized to advance the costs and expenses incurred by Xx. Xxxxxxx in connection with this claim. As a result, in 2003 and 2004 we paid approximately $66,820 and $789, respectively, in costs pursuant to this indemnification arrangement, all of which represents amounts paid directly to legal counsel for Xx. Xxxxxxx.

In connection with our efforts to obtain from one of our secured mortgage lenders consent to the transactions relating to our UPREIT conversion, Xx. Xxxxxx X. Xxxx may guarantee approximately $395,606 of our payment obligations with respect to such mortgage debt. Xx. Xxxx will not receive any payment for her guarantee, but, as a result of the guarantee, is expected to defer the recognition of certain taxable gain that she would recognize in 2004 if she did not provide the guarantee. The Conflicts Committee of our Board of Directors has not yet considered and approved the offer of the guarantee by Xx. Xxxx to our lender. It is expected that the Conflicts Committee will consider the offer of guarantee in early April 2004.

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