EXHIBIT 10.22
SERVICES AGREEMENT
THIS SERVICES AGREEMENT is made effective as of the 1st day of
January, 1996 by and between Xxxxxxxx Hospitality Trust, Inc., a
Virginia corporation (the "Company"), and Xxxxxxxx Hospitality
Management, Inc., a Maryland corporation (the "Provider").
RECITALS
A. The Company is a publicly traded real estate
investment trust.
B. As a publicly traded company, the Company needs
certain accounting and administrative services to be performed in order
to comply with the various federal regulatory requirements.
C. The Company desires that the Provider provide certain
services with respect to the Company's accounting and administrative
requirements.
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 Company hereby appoints
the Provider to render accounting and administrative services for the
Company as herein contemplated. The term of this Agreement shall begin
on the date hereof and shall continue until terminated by either party
by thirty (30) days written notice.
2. Obligations. The Provider shall have the obligation to:
(i) provide accounting services,
including the preparation and submittal of all reports required
by the United States Securities and Exchange Commission and
NASDAQ;
(ii) prepare and tally proxy
statements;
(iii) prepare the Company's
monthly income statements;
(iv) prepare and disclose all
obligations, bills and checks of the Company;
(v) provide administrative
services, including preparing and announcing press releases and
handling investor relation services, such as meetings with
analysts and reporters; and
(vi) Negotiate with financial
institutions for financial services and other items such as
debt terms and treasury duties.
3. Fee. For services to be performed under this Agreement,
the Company shall pay the Provider a fee in the amount of Eighty Thousand
Dollars ($80,000) per year which shall be payable monthly in equal installments
by the tenth day following the month in which such services are performed.
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. 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.
8. Binding Agreement. This Agreement shall be binding on the
parties hereto, and their heirs, executors, personal representatives, successors
and assigns.
9. Headings. All section headings in this Agreement are for
convenience of reference only and are not intended to qualify the meaning of any
section.
10. Terminology. All personal pronouns used in this
Agreement, whether used in the masculine, feminine and neuter gender, shall
include all other genders, the singular shall include the plural, and vice versa
as the context may require.
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IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first written above.
WITNESS: COMPANY:
XXXXXXXX HOSPITALITY TRUST, INC.
/s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxx Xxxxxxxx
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Xxxxxxx X. Xxxxxx Name: Xxxxx Xxxxxxxx
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Title: President
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PROVIDER:
XXXXXXXX HOSPITALITY MANAGEMENT, INC.
/s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxx
---------------------------- ----------------------------------
Xxxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxx
-----------------------------
Title: President
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