Exhibit 10.20
FORM OF
ADMINISTRATIVE SERVICES AGREEMENT
THIS ADMINISTRATIVE SERVICES AGREEMENT (the "Agreement") is made
effective as of the ___ day of _______, 1998 by and between Hersha Hospitality
Trust, a Maryland real estate investment trust (the "Company"), and Hersha
Hospitality Management, L.P., a Pennsylvania limited partnership (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 [the American Stock Exchange];
(ii) prepare and tally proxy statements;
(iii) prepare the Company's monthly income
statements;
(iv) prepare 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 Fifty-five Thousand
Dollars ($55,000) per year (which shall be designated as an annual salary for
the Chief Financial Officer of the Provider) plus $10,000 per year for each
hotel owned by the Company, which shall be payable monthly in equal installments
by the tenth day following the month in which such services are performed. With
respect to additional hotels acquired by the Company subsequent to the date of
the Agreement, the Company shall pay the applicable fee pro rata based upon when
such hotel is purchased.
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 Pennsylvania, 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 or 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:
HERSHA HOSPITALITY TRUST
By: _____________________________________
Name: Xxxx X. Xxxx
Title: President
PROVIDER:
HERSHA HOSPITALITY MANAGEMENT, L.P.
By: _____________________, its General Partner
By: ____________________________________
Name:
Title: President
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