DEVELOPMENT SERVICES AGREEMENT
THIS DEVELOPMENT SERVICES AGREEMENT is made effective as of the 4th day
of April, 1996 by and between XXXXXXXX HOSPITALITY LIMITED PARTNERSHIP, a
Virginia limited partnership (the "Partnership"), and XXXXXXXX DEVELOPMENT, INC.
(the "Developer").
RECITALS
A. The Partnership was formed for the purpose of acquiring,
constructing, owning and leasing hotels.
B. The Partnership desires to develop a Comfort Suites hotel with 64
rooms in Dover, Delaware (the "Project")
C. The Partnership desires that the Developer provide certain services
with respect to the development of the Project.
NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Appointment and Term. The Partnership hereby appoints the Developer
to render services in overseeing the development of the Project for the
partnership as herein contemplated. The term of this Agreement shall begin on
the date hereof and shall end on December 31, 1997.
2. Authority and Obligations. The Developer shall have the authority
and obligation to:
(i) identify and engage, with the partnership's approval, on
behalf of the Partnership an architect and a general
contractor and such professionals as may be necessary for
the construction of the Project;
(ii) oversee, monitor and direct the general contractor with
respect to the construction of the project in accordance
with the terms and conditions of the construction
contract;
(iii) act on behalf of the Partnership in its relation with
federal, state and local government authorities with
respect to the construction of the Project;
(iv) act on behalf of the Partnership with respect to zoning,
building codes, occupancy permits and all other local
government matters concerning the Project,
(v) subject to the partnership's approval of any contracts,
negotiate a hotel franchise agreement with Choice Hotels,
Inc.;
(vi) subject to the Partnership's final approval, negotiate
financing for the Project; and
(vii) prepare or cause to be prepared such environmental and
neighborhood impact studies or reports, engineering
surveys, preliminary plans and specifications as may be
required in connection with the construction of the
Project.
3. Development Fee. The Partnership shall pay to the Developer from loan
proceeds a development fee, payable upon completion of the Project, including
punch list items, in an amount equal to any savings in the development budget
of the Project (attached hereto as Exhibit A, the "Development Budget")
resulting in a total development cost of less than $2,750,910.
To the extent that the development costs of the Project exceed the
$2,750,910 Development Budget (such excess constituting a "Cost Overrun"),
the Developer shall be responsible for such Cost Overrun. The Developer shall
immediately make a non-refundable advance in the amount of any Cost Overrun
which is not covered by financing to the Partnership.
4. Burden and Benefit. The covenants and agreements contained herein
shall be binding upon and inure to the benefit of the successors and assigns
of the respective parties hereto. Neither party may assign this Agreement
without the consent of the other party.
5. Severability of Provisions. Each provision of this Agreement shall
be considered severable, and if for any reason any provision that is not
essential to the effectuation of the basic purposes of the Agreement is
determined to be invalid and contrary to any existing or future law, such
invalidity shall not impair the operation of or affect those provisions of this
Agreement that are valid.
6. No Continuing Waiver. The waiver of either party of any breach of
this Agreement shall not operate or be construed to be a waiver of any
subsequent breach.
7. Defined Terms. Except as expressly provided herein, terms used in
this Agreement with initial capital letters shall have the meanings set
forth in the Partnership Agreement.
8. Applicable Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Maryland, without regard to
principles of conflicts of laws.
9. Binding Agreement. This Agreement shall be binding on the parties
hereto, and their heirs, executors, personal representatives, successors and
assigns.
10. Headings. All section headings in this Agreement are for convenience
of reference only and are not intended to qualify the meaning of any section.
11. Terminology. All personal pronouns used in this Agreement, whether
used in the masculine, feminine an neuter gender, shall include all other
genders, the singular shall include the plural, and vice versa as the
context may require.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
WITNESS: PARTNERSHIP:
XXXXXXXX HOSPITALITY LIMITED PARTNERSHIP
By: Xxxxxxxx Hospitality Trust, Inc.,
a Virginia corporation General Partner
/s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxx Xxxxxxxxx
--------------------- ---------------------------------
Name: Xxxxx Xxxxxxxxx
Title: President of General Partnership
DEVELOPER:
XXXXXXXX DEVELOPMENT, INC.
/s/ Xxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxx
--------------------- --------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
