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Management Agreement

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Title:

Management Agreement

Entities:

Capital Lodging; Intercontinental Hotels Group Resources, Inc.

Date:

2004

Size:

133KB total

Price:

$51

ID:

#1459290

► Miscellany ► Management Agreements
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MANAGEMENT AGREEMENT

BETWEEN

SIX CONTINENTS RESOURCES, INC.

AND

HOTEL VENTURE LIMITED PARTNERSHIP

MAY 31, 2002

INDEX

HOLIDAY INN

MANAGEMENT AGREEMENT


		PAGE
RECITALS		1

ARTICLE 1	SCOPE OF AGREEMENT	1

1.01	Engagement of Manager	1
1.02	Funding	2

ARTICLE 2	TERM AND RENEWALS	2

2.01	Effective Date	2
2.02	Initial Term	2
2.03	Renewal Term	3
2.04	Performance Termination	3
2.05	Managers Termination Right	4

ARTICLE 3	TITLE TO HOTEL	4

3.01	Ownership	4
3.02	Covenants of Title	5
3.03	Estoppels	5
3.04	Subordination	6

ARTICLE 4	FINANCIAL ENHANCEMENT	6

4.01	Financial Enhancement	6

ARTICLE 5	STANDARDS AND MANAGERS CONTROL	7

5.01	Standards	7
5.02	Managers Control	7

ARTICLE 6	OPERATION OF THE HOTEL	8

6.01	Permits	8
6.02	Equipment and Supplies	8
6.03	Personnel	8
6.04	Sales, Marketing and Advertising	10
6.05	Intentionally Omitted	11
6.06	Maintenance and Repairs	11


6.07	Capital Expenditures	12

ARTICLE 7	FISCAL MATTERS	15

7.01	Accounting Matters and Fiscal Periods	15
7.02	Yearly Budgets	16
7.03	Bank Accounts	19

ARTICLE 8	FEES TO MANAGER	21

8.01	Management Fees	21
8.02	Accounting Fee	22
8.03	Termination Fee	23

ARTICLE 9	DISBURSEMENTS	23

9.01	Priority of Disbursements	23
9.02	Adjustment to Bank Account	25

ARTICLE 10	CERTAIN OTHER SERVICES	25

10.01	Optional Services	25
10.02	Purchasing	26

ARTICLE 11	SIGNS AND SERVICE MARKS	27

11.01	Intentionally Omitted	27
11.02	System Marks	27
11.03	System Mark Litigation	28

ARTICLE 12	INSURANCE	28

12.01	Insurance Coverage	28
12.02	Insurance Policies	29

ARTICLE 13	INDEMNITY AND RELATED MATTERS	30

13.01	Scope	30
13.02	Defense	31
13.03	Waiver of Subrogation	31

ARTICLE 14	DAMAGE TO AND DESTRUCTION OF THE HOTEL	32

14.01	Obligation to Restore	32
14.02	Termination Option	32


ARTICLE 15	CONDEMNATION	33

15.01	Termination	33
15.02	Restoration and Continuation	33

ARTICLE 16	DEFAULT AND TERMINATION	34

16.01	Events of Default	34
16.02	Default Termination	36
16.03	Post Termination Obligations	37

ARTICLE 17	NOTICES	39

17.01	Procedure	39

ARTICLE 18	RELATIONSHIP, AUTHORITY AND FURTHER ACTIONS	40

18.01	Relationship	40
18.02	Contractual Authority	41
18.03	Further Actions	41

ARTICLE 19	APPLICABLE LAW	41

19.01	Scope	41

ARTICLE 20	SUCCESSORS AND ASSIGNS	42

20.01	Assignment by Manager	42
20.02	Assignment pursuant to an Authorized Mortgage	42
20.03	Assignment by Owner	43
20.04	Binding Effect	44

ARTICLE 21	RECORDING	44

21.01	Memorandum to Agreement	44

ARTICLE 22	FORCE MAJEURE	44

22.01	Operation of Hotel	44
22.02	Extension of Time	45

ARTICLE 23	GENERAL PROVISIONS	45

23.01	Authorization	45
23.02	Interest	45
23.03	Formalities	46


23.04	Documents	46
23.05	Consent	46
23.06	Time	46
23.07	Attorneys Fees	46
23.08	Other Hotels	46

ARTICLE 24	SALE OF HOTEL	47

24.01	Sale of Hotel to Third Party; Management Agreement	47

ARTICLE 25	DEFINITIONS	47

25.01	Definitions	47

EXHIBITS

Exhibit A - Site Legal Description

Exhibit B - Form of Operating Statement

Exhibit C - Minimum Insurance Provisions

Exhibit C-1 - Managers Insurance Requirements

Exhibit D Hotel Portfolio

Exhibit E Amortization of Enhancement

MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT (Agreement) is made and entered into as of the 31^st day of May, 2002, by and between HOTEL VENTURE LIMITED PARTNERSHIP, a Delaware limited partnership, with offices at 3100 McKinnon, Suite 1080, Dallas, Texas 75201 (hereinafter referred to as Owner), and SIX CONTINENTS RESOURCES, INC., a Delaware corporation, with offices at Three Ravinia Drive, Suite 2900, Atlanta, Georgia 30346 (hereinafter referred to as Manager);

RECITALS:

A. Owner wishes to have Manager manage the Hotel described on Exhibit A, attached hereto, as a Holiday Inn hotel;

B. Manager desires to manage and operate the Hotel as a Holiday Inn hotel and as a member of the Brand; and

C. Owner and Holiday Inns Franchising, Inc., an affiliate of Manager, have entered into that certain Holiday Inn Change of Ownership License Agreement dated February 6, 1998, with respect to the Hotel (the License Agreement).

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, Owner and Manager agree as follows:

ARTICLE 1

SCOPE OF AGREEMENT

1.01	Engagement of Manager. Owner hereby grants to Manager the sole and exclusive

right to supervise and direct the management and operation of the Hotel for the account of Owner. Manager hereby accepts said grant and agrees that it will control, supervise and direct the management and operation of the Hotel, all subject to the terms and conditions of this Agreement, and that it will exercise commercially reasonable efforts in doing so with the objective of maximizing the profitability of Hotel operations and the value of the Hotel as an asset. Subject to such terms and conditions of this Agreement, the Yearly Budget and the Brand Standards, Manager shall have the right to determine operating policy, standards of operation, quality of service and any other matters affecting customer relations or management and operation of the Hotel. Owner and Manager will each cooperate with and assist the other in every reasonable and proper way to permit Manager to carry out its duties hereunder with respect to the Hotel.

1.02 Funding. Owner shall provide all funds, both initially and throughout the Initial Term and any Renewal Term(s), as shall be necessary to perform and satisfy Owners covenants and responsibilities under this Agreement, and to enable Manager to operate the Hotel as contemplated by this Agreement. Managers performance of all activities hereunder will be on behalf of, and for the account of, Owner.

ARTICLE 2

TERM AND RENEWALS

2.01 Effective Date. This Agreement is effective upon execution by all parties. Managers management of the Hotel will commence on and as of the Effective Date.

2.02 Initial Term. The Initial Term of this Agreement will be ten (10) years from the Effective Date, and will expire on the Expiration Date, as such date may be accelerated if this Agreement is sooner terminated as hereinafter provided in Section 2.04, 2.05 or in Articles 14, 15 or 16 or as such date may be extended as provided in Section 2.03.

2.03 Renewal Term. This Agreement may be extended for up to two (2) consecutive five (5) year Renewal Terms beyond the Initial Term upon the mutual agreement of Manager and Owner. In the event that either Owner or Manager wishes to enter into a Renewal Term, then on or before the date which is ninety (90) days prior to the Expiration Date of the Initial Term (or the Expiration Date as extended by then effective Renewal Term, as the case may be) such party shall provide the other party with written notice of its election to further extend the term of this Agreement. If the non-renewing party wishes to enter into a Renewal Term, then shall confirm such renewal within thirty (30) days after receiving the extension notice. Failure of the non-renewing party to timely provide such written notice shall be deemed such partys election not to enter into a Renewal Term. The terms and provisions of this Agreement will remain in effect as stated herein during any Renewal Term.

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