SALES AND PROJECT COORDINATION AGREEMENT
Exhibit
10.6
This
Sales and Project Coordination Agreement (this “Agreement”) is made as of the
1st day of March, 2006, by and between Rare Earth Development Company, an
Arizona corporation, and InnSuites Hospitality Trust, an Ohio real estate
investment trust.
WHEREAS,
Rare Earth Development Company is owned by the ▇▇▇▇▇ family, including ▇▇▇
▇▇▇▇▇▇▇▇, Division Vice President of Rare Earth Development Company and daughter
of ▇▇▇▇▇ ▇▇▇▇▇;
WHEREAS,
Rare Earth Development Company, through its division Rare Earth Realty, is
a
licensed Arizona Real Estate Broker and a Multiple Listing Service (MLS)
agent;
WHEREAS,
▇▇▇▇▇ ▇▇▇▇▇ is President of both Rare Earth Development Company and InnSuites
Hospitality Trust; and
WHEREAS,
InnSuites Hospitality Trust is in the process of converting certain hotel units
into condo-hotel units (the “Project”).
NOW,
THEREFORE, subject to the terms, conditions, covenants and provisions of this
Agreement, Rare Earth Development Company and InnSuites Hospitality Trust
mutually covenant and agree as follows:
I. SERVICES
PROVIDED
Upon
the
terms and subject to the conditions of this Agreement, Rare Earth Development
Company will provide the following services to InnSuites Hospitality Trust
with
respect to hotel properties owned or controlled by InnSuites Hospitality Trust
and designated by its Board of Trustees for conversion into condo-hotel
units:
A. Project
coordination, including, without limitation, working with engineers, architects,
consultants, contractors and government officials, and applying for and
obtaining required approvals, licenses and permits for the Project.
B. Marketing
coordination, including, without limitation, developing and placing
advertisements in an cost-effective manner. The cost of such advertisements
will
be borne by InnSuites Hospitality Trust.
C. Sales,
including Multiple Listing Service (MLS) listings.
D. Financing
and closing coordination with individual buyers, including, without limitation,
coordination of the Arizona Department of Real Estate subdivision approval
with
the title company.
II. CONSIDERATION
A. InnSuites
Hospitality Trust agrees to pay Rare Earth Development Company a fee equal
to
6.0% of the sales price of each condo-hotel unit, payable contingent upon the
sale and closing of the related condo-hotel unit.
B. Rare
Earth Development Company agrees to split any fees with unaffiliated brokers
on
a 50/50 basis.
C. If
InnSuites Hospitality Trust provides seller financing for a sale of a
condo-hotel unit, Rare Earth Development Company will defer the payment of
its
brokerage fee over a two-year period (with 1/3 payable at closing, 1/3 payable,
with interest at the contract rate, on the first anniversary of closing, and
1/3
payable, with
interest
at the contract rate, on the second anniversary of closing, provided, in each
case, that the buyer is not in default of its obligations to InnSuites
Hospitality Trust).
III. TERM
This
Agreement shall become effective as of the date hereof and shall remain in
force
until March 1, 2008. This Agreement may be terminated prior to that date by
either party upon 90 days prior written notice to the other party.
IV. MISCELLANEOUS
A. This
Agreement constitutes the entire agreement between the parties with respect
to
the subject matter hereof and supersedes all previous negotiations, commitments
and writings with respect to such subject matter.
B. This
Agreement may be executed in a number of identical counterparts. If so executed,
each of such counterparts is to be deemed an original for all purposes and
all
such counterparts shall, collectively, constitute one agreement.
C. The
validity, interpretation and performance of this Agreement and any dispute
connected herewith shall be governed and construed in accordance with the laws
of the State of Arizona.
D. This
Agreement shall not be assignable, in whole or in part, directly or indirectly
without the prior written consent of the other party.
[Remainder
of Page Left Blank Intentionally]
IN
WITNESS WHEREOF,
the
parties have executed this Agreement as of the date first written
above.
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RARE
EARTH DEVELOPMENT COMPANY
By: /s/
▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇
▇. ▇▇▇▇▇
President
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INNSUITES
HOSPITALITY TRUST
By: /s/
▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇
▇. ▇▇▇▇
Executive
Vice
President
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