HomeMy WebLinkAboutCoury Hospitality contract (executed)This Hotel Development Consulting Agreement (the "Agreement") is hereby entered into as of
the 2 gA day of 2017, by and between COURY HOSPITALITY and THE CITY OF
CARMEL REnEvri3OPM Ni' COM. MISSION ("CRC") on the following terms and conditions.
Definitions.
(a) "Affiliate" shall mean: (i) Carmel Midtown Building Corporation ("CBC");
(n) any person or entity holding any direct or indirect equity, ownership, or beneficial interest in
CBC; (iii) any entity controlling, controlled by, or under common control with CBC; or (v) any
person or entity that has any direct leasehold interest or indirect equity, ownership, or beneficial
interest in the Hotel.
(b) "Cla,imns" shall mean claims, liabilities, liens, causes of action, obligations,
damages, 'tosses, costs, and expenses (including, without limitation, reasonable attorneys' fees).
(c) "Commencement Date" shall mean the date hereof.
(d) "Consulting Fees" shall mean the monthly fees payable to Corny as set forth on
Exhibit A.
(e) "Consulting Services" shall mean (i) those services necessary for the
(A) invcst'igat'ion, design, development, and start-up of the Hotel including, without limitation,
those services listed on Exhibit B, together with such other services as CRC may reasonably and
specifically request; and (B) negotiation of the Franchise Agreement; and (ii) the creation and
maintenance of accurate Records.
(f) "Couy Team" shall mean Paul Cotuy, Natalie Corry, William Kinser, Jeff
Erwin, Kurt fleischrresser. Andrew Mungul, Joe Demarco, Alex Corny, Jennifer Burgess,
Allyson Seawright, or such other team member's as CRC shall approve in. writing.
(g) "Cure Period" shall mean a period of 30 days after a party failing to perform or
observe any term or condition of this Agreement to be performed or observed by it receives
notice specifying the nature of the failure; provided that, if the failure is of such a nature that it
cannot be remedied within 30 days, despite reasonably diligent efforts, then the 30-day period
shall be extended ;as reasonably may be necessary for the defaulting party to remedy the failure,
so long as the defaulting party: (i) commences to remedy the failure within the 30-day period; and
(i) diligently put sties such remedy to completion; provided that in no event shall the Cure Period
exceed 90 days.
(11) "Ending Date" shall mean the date on which this Agreement is terminated in
accordance with Section 2.
(i) "Event of Default"shall mean arty "Event of Default", as defined in Subsection
12(a).
0) "Executive Director" shall mean Co1Tie Meyer or the then -acting Executive
Director of CRC:.
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DVS 9969M,i
(k) "Franchise Agreement" shall mean a fully -executed Franchise Agreement for
the Hotel with Marriott International, Inc. for the Required Brand.
(1) "Motel" shall mean an approximately 120 room hotel to be constructed on the
Site and which shall be branded as a Required Brand.
(m) "Intellectual Property" shall mean all inventions, concepts, ideas,
improvements, designs, developments, plans, methods, systems, specifications, data, original
works of authorship, know-how, trademarks, service marks, trade secrets, rights in internet web
sites and Internet domain names and other intellectual property, whether or not protectable under
the patent, trademark, copyright or other intellectual property laws of the United States or any
state thereof, and all patent, trademark or copyright or other intellectual property applications and
registrations relating thereto, and including the right to sue and collect'damages (in law or in
equity) for past and future infringements.
(n) "Laws" shall mean all applicable laws, statutes, and/or ordinances, and any
applicable governmental rules, regulations, guidelines, orders, and/or decrees.
(o) `Management Agreement" shall mean a fully negotiated and executed
Management Agreement for the Hotel by and between Coury and CRC (or its assignee) providing
for Coury's long-term operation and management of the Hotel as agreed to by CRC and Coury
during the Term and which shall become effective upon the opening of the Hotel.
(p) "OS&E" means operating supplies and equipment, and typically includes
general supplies and equipment such as linen, china, glassware, flatware, computers, uniforms,
marketing collateral, carts, guest room supplies, etc.
(q) "NIP" means property improvement plan as required by Marriott/Autograph. There
are generally two components — fire life safety and design. Fire life safety PIP may include
requirements on sprinkler system, stair pressurization, egress plan, etc. Design PIP includes
interior design, public space programming, and other aesthetic and brand -specific qualities.
(r) "Records" shall mean books and records developed by Coury in the performance
of its duties hereunder, including, without limitation: (i) copies of all contracts and agreements
with respect thereto; and (ii) customary supporting records and receipts.
(s) "Required Brand" shall mean Marriott International, Inc.'s Autograph4, Hotel
brand or such other brand as is acceptable to CRC in its sole and absolute discretion.
(t) "Required Insurance" shall mean (i) public liability insurance hi an amount no
less than $. (whether as primary or a combination of primary insurance and
umbrella or excess liability coverage) insuring against liability for properly damage or loss,
personal minty, and loss of life occurring in or on, or in connection with its duties hereunder; and
(ii) professional liability insurance in an amount no less than $ insuring against
Coury's errors and omissions in the performance of its duties hereunder; in each case: (A) from a
reputable insurer; (B) with terms reasonably acceptable to CRC; and (C) naming CRC (and any
assignee of CRC) as insured (or additional insured, as applicable).
(11) "Site" shall mean that certain real estate described and/or depicted on Exhibit C
upon which the Hotel is to constructed.
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nMS 9969728v1
(v) "'Germ" shall have the meaning ascribed to it in Section 2.
(w) "'Germination Fee" shall mean a termination fee payable by CRC to Coury for
CRC's early termination of this Agreement without cause. The Termination Fee shall be
(i) $80,000 if the Agreement is terminated by CRC any time after October 1, 2017 but prior to the
execution of the Franchise Agreement; and (ii) $350000 (less any Consulting Fees previously
paid to Coury hereunder) if the Agreement is terminated after the execution of the Franchise
Agreement but prior to the effective date of the Management Agreement. The Termination Fee
shall constitute liquidated damages and not a penalty, and shall be deemed to be in full
satisfaction of claims against CRC hereunder. Coury arnd CRC agree that Coury's damages
resulting from termination of this Agreement without cause are difficult, if not impossible, to
determine, and the Termination Fee is a fair estimate of those damages and has been agreed to in
an effort to cause the amount of such damages to be certain.
2. "Germ• 'Termination Fee. The tern of this Agreement shall: (a) commence on the
Commencement pate; and (b) terminate upon the earlier of (i) the effective date of the Management
Agreement, (it) the date of the opening of the hotel for business; or (iii) the date the Agreement is
terminated as provided below. Notwithstanding anything to the contrary set forth herein, either party may
terminate this Agreement without cause upon 15 days advance written notice to the other party. In such
event, the Agreement shall terminate on the 151h day after the non -terminating party's receipt of the
ternvnation notice. In the event of the ternnation of this Agreement by CRC without cause, CRC shall
pay Coury any applicable "termination Fee within 30 days of the date of termination. For the avoidance
of doubt, no Termination Fee shall be owed or payable by CRC in the event of termination of this
Agreement for cause, or in the event of termination of (his Agreement by Coury.
3, General Obligations and lieuulrements.
(a) Consulting Services. During the Tenn, Coury shall provide the Consulting
Services. "the parties agree and acknowledge that the Consulting Services shall be performed by
the Coury Tearn which shall at all times be supervised and led by Paul Coury and, except for
accounting and other traditional support services, shall not be delegated to any other employee of
Cowry. Coury agrees to perform the Consulting Services in a professional manner and in
compliance with the Laws and the terms of this Agreement and any other written work
husiractiorrs, specifications, standards processes, work procedures and/or quality control
procedures provided by CRC from time to time.
(b) Term Sheet. Prepare within 60 days of the Commencement Date, a detailed Tenn
shect with respect to Cowry's management of the Hotel, including financial metrics for the
FloteFs performance and financial returns to the I-lotel's owners and investors. Once agreed
upon, the pat -ties shall, subject to the termination right in Section 2 hereof, work together in good
faith to negotiate the Management Agreement which incorporates the agreed upon term sheet no
later than June 30, 2017.
(c) Compliance. In discharging its obligations under this Agreement, Coury shall
comply with all: (i) Laws; (ii) requirements of all policies of insurance required by this
Agreement.
4. Independent Q:ontraotar. The parties understand and agree that Coury is, and shall at
all time; be, an independent contractor with respect to CRC, and neither Coury, nor any employee of
Coury, nor fury person providing services for Coury hereunder or in connection therewith shall be
considered to be an employee of CRC. Coury shall have no authority to bind or commit CRC or any
HOW1 DEVELOPMENT CJO SUL'fLav'G AGriEEMEN't PAGE
DAIS 995V M,1
Affiliate to any obligations, debts, or liabilities or otherwise create any obligations, debts or liabilities for
CRC or any Affiliates with respect to any matter unless expressly authorized in writing by the Executive
Director.
5. Consultin2 Fees. During the Tenn as consideration for the Consulting Services, CRC
shall pay to Coury the Consulting Fees on a monthly basis: (a,) Coury shall submit to CRC invoices for
the Consulting Fees, together with documentation reasonably evidencing the same; and (b) CRC shall pay
the Consulting Fees within 30 days after CRC's receipt of an invoice therefor (except for any portion
thereof reasonably disputed in good faith). All costs and expenses of Coury not expressly included in the
Consulting Fees shall be the sole responsibility and liability of Coury.
6. Confidentiality. Coury agrees that it will not, and shall cause its affiliates, officers and
employees to not, at any time during the Tenn or at any time thereafter, directly or indirectly, on their
own behalf or on behalf of any third -party, use or disclose any non-public, confidential or proprietary
information of CRC, any Affiliate, or the Hotel that was obtained, received or learned by Coury during
the Tenn including trade secrets (as defined in the Indiana Uniform Trade Secrets Act, Ind. Code § 24-2-
3) whether or not any of these items are, or may be, patented, copyrighted, registered, or otherwise
publicly protected.
7. Limited Non -Competition. During the Term and for three (3) years thereafter, Coury
shall not, and shall cause its principals, officers and employees to not, without CRC's prior written
approval, either directly or indirectly operate, manage or provide consulting services to (a) an inn or hotel
within a fifty (50) mile radius of the City of Cannel or (b) a restaurant within a thirty (30) mile radius of
the City of Carmel. Notwithstanding the foregoing, if the Management Agreement is executed, the terms
of this Section 7 shall be deemed superseded by any non -competition provision included therein.
8. i)narership of Intellectual Property. Coury agrees that all Records and all Intellectual
Property that is made, conceived, developed, reduced to practice or created, in whole or in part, by Coury
or any of its affiliates, officers or employees (either alone or in conjunction with others) at any time
during the Tenn or with the use of CRC property or information and which relates, in whole or in part to
or is useful in, the development of the Hotel, shall belong exclusively to and be the sole property of CRC,
and Coury hereby irrevocably grants, transfers, conveys and assigns to CRC, Coury's entire right, title
and interest in and to such Records and Intellectual Property. All Records shall be available to CRC at all
times and copies or originals shall be delivered promptly to CRC upon request. Coury shall promptly
disclose all Intellectual Property to CRC, and Coury will execute any further documents and assist CRC
or its nominees, at the expense of CRC, in connection with the assignment, prosecution, or enforcement
of rights to Intellectual Property assigned herein. Coury waives, on its own behalf and on behalf of its
employees and independent contractors, any moral rights or attribution rights associated with the
Intellectual Property.
9. Tax Treatment. The parries intend and agree that the payments hereunder (a) constitute
ordinary income to Coury, (b) are an ordinary and necessary business expense of CRC, and (c) do not
constitute wages for purposes of the Federal Income Contributions Act. Coury agrees to file tax returns
and pay taxes consistent with such intentions and to resist (and cooperate with each other in resisting) any
assertion to the contrary by any governmental agency.
10. Coury's Personnel. Coury hereby agrees to be solely responsible for the compensation,
benefits and insurance of, and for, its employees. Coury will provide worker's compensation insurance
on its employees at all times. In order to comply with Coury's obligations under this Agreement, Coury
shall bind and engage all of Coury's officers, employees, independent contractors, and the like who might
reasonably be expected to perform or to assist in the performance of services under this Agreement to an
HOTFI I)EVFLOPMEKT CONSULTINo AGREEMENT PAGE 4
DMS 9969728,1
agrecnncrn having teens the same as or equivalent to the tetras of Sections 7 through 9 (including
assigrnneuts of all Intellectual Property to CRC). All agreements executed in compliance with this Section
shall inure to the benefit of CRC and any assignee, of CRC.
'P1. Insurance,
(a) Policies. Corny shall carry the Required Insurance at all times during the Term,
the cost of which shall be borne by Coury and shall not be reimbursed by CRC.
(b) htdemnification.
(i) Coury. Coury shall indemnify and hold harmless CRC from and against
any and all Claims arising from or connected with: (A) the negligence or willful
misconduct of Coury or any party acting by, under, through, or on behalf of Coury; or (B)
the breach by Coury of any term or condition of this Agreement. The indemnification
obligations of Coury under this Subsection shall not extend to Claims to the extent they
arise from, or are connected with, the gross negligence or willful misconduct of CRC.
(ii) CRC. To the extent permitted by applicable Laws, CRC shall indemnify
and bold harmless Coury from and against any and all Claims arising from or connected
with: (A) the negligence or willful misconduct of CRC or any party acting by, trader,
@sough, or on behalf of CRC; or (B) the breach by CRC of any terns or condition of this
Agreement. The indemnification obligations of CRC under this Subsection shall not
extend to Chums to the extent they arise from, or are connected with, the gross
negligence or willful misconduct of Coury.
t 2. Default and Remedies.
(a) I.vents of Default. It shall be an "Event of IDefanif' if any party fails to perform
or observe any ten= or condition of this Agreement to be per -formed or observed by it; (i) with
respect to the obligation to pay money, if such failure is riot cured within 10 days after receipt of
written notice that such payment is due; and (ii) with respect to any other obligation, if such
Failure is not cured within the Cure Period.
(b) Remedies. Whenever an Event of Default occurs, the non -defaulting party may
(i) germinate this Agreement upon written notice to the non -defaulting party; or (ii) take whatever
actions at law or in equity are necessary or appropriate to: (A) collect any payments and other
SUMS due under this Agreement; (B) enforce the performance or observance, or enjoin any
breach, by the defaulting party of any temp or condition of this Agreement (including, without
limitation, the right to: (1) specifically enforce any such tern or condition; or (2) seekart
injunction with respect to any such breach; or (C) cure, for the account of the defaulting party,
any faihre of the defaulting party to perform or observe a material tern or condition of this
Agreement to be pertiu`<ned or observed by it. If the non -defaulting party incurs any costs or
expenses in connection with exercising its rights and remedies under, or enforcing, this
Agreement, then the defaulting party shall reimburse the non -defaulting party for all such costs
and expenses (including, without limitation, reasonable attorneys' fees and court costs), together
with interest at the rate of prejudgment interest as established by Indiana law. In the event CRC
terminates this Agreement as provided in this Section 12, CRC shall not be obligated to pay, and
Corny shall not be entitled to receive, any termination fee.
Honer U[VGLOPMEM Cocscrrmc AGREbMERT PAoe 5
DMS 99692_SO
(c) No Remedy Exclusive. Exicept as provided in Section 2, no right or remedy
herein conferred upon, or reserved to, a non -defaulting party is intended to be exclusive of any
other available right or remedy, miless otherwise expressly stated; instead, each and every such
right or remedy shall be: (i) cumulative; and (ii) in addition to every other right or remedy given
under this Agreement or now or hereafter existing at law or in equity. No delay or omission by a
non -defaulting party to exercise any right or remedy upon any Event of Default shall impair any
such right or remedy, or be construed to be a waiver thereof, and any such right or remedy may
be exercised from time to time,, and as often as may be deemed to be expedient. To entitle a non -
defaulting party to exercise any right or remedy conferred upon, or reserved to, the non -defaulting
party, it shall not be necessary for the non -defaulting party to give notice to the defaulting parry,
other than such notice as may be required by this Section or by the Laws.
13. Mechanic's Liens. Coury shall not suffer, permit, or cause the filing of any architect's,
engineer's, or mechanic's lien against any part of the Site. If any architect's, engineer's, or mechanic's
lien is filed for work claimed to have been done for, or materials claimed to have been furnished to: (a)
Corny; or (b) any party acting by, under, through, or on behalf of Coury; then Coury shall: (a) cause such
lien to be discharged of record within 60 days after notice of the filing by bonding or as provided or
required by law; or (b) provide evidence that the lien is being contested by proceedings adequate to
prevent foreclosure of the lien, together with a satisfactory indemnity (in an amount equal to at least
150% of the claimed lien), to CRC within 30 days after notice of the fling thereof; and in each instance
indemnify and hold harmless CRC front and against any and all Claims arising from or connected with
any such lien. Nothing in this Agreement shall be deemed or construed: (a) to constitute consent to, or
request of, any party for the performance of any work for, or the furnishing of any materials to, Coury; or
(b) as giving Coury the tight or authority to contract for, authorize, or permit the performance of any
work, or the furnishing of any materials, that would permit the attaching of any architect's, engineer's, or
mechanic's lien on any assets of CRC.
14. Assignment. CRC and Coury shall not assign this Agreement without the prior written
approval of the other parties; provided that without the prior written approval of Coury, CRC may: (a)
assign this Agreement to an agency or instrumentality of CRC; and/or (b) assign or delegate any or all of
CRCs duties and obligations hereunder to any Affiliate.
is. Notice. Any notice required or permitted to be given by any party to this Agreenent
shall be in writing, and shall be deemed to have been given when: (a) band -delivered to the other party;
(b) sent by U.S. certified mail, return receipt requested; or (c) sent by overnight delivery by a national
overnight delivery service, with confirmation of receipt, addressed as follows: to Coury at 7134 S. Yale,
Suite 400 'Tulsa, OK 74136 Attn: Paul Coury; and to CRC at City Hall. 1 Civic Square, Carmel, Indiana
40032, Attn: Mayor and to the City Attorney, City of Carmel, City Hall, 1 Civic Square, Cannel, Indiana
46032. Any party may change its address for notice from time to time by delivering notice to the other
party as provided above.
16. Authority. Each undersigned person executing this Agreement on behalf of Coury and
CRC represents and certifies that: (a) he or she is empowered, and has been authorized by all necessary
action of Coury and CRC, respectively, to execute and deliver this Agreement; (b) he or she has full
capacity, power, and authority to enter into and carry out this Agreement; (c) the execution, delivery, and
performance of this Agreement have been authorized by Coury and CRC, respectively; and (d) this
Agreement is the legal, valid, and binding obligation of Coury and CRC, respectively, enforceable in
accordance with its terms and conditions.
17. Nondiscrimination. Coury represents and warrants that it and all of its officers,
employees, agents, contractors, and subcontractors shall comply with all laws of the United States, the
110I LI, r)EVELOPMEN'r CON.SULTNG AGRrrEm ENT PAGE 6
DMS 9969728v1
State of Indiana, and the City of Cannel, Indiana prohibiting discrimination against any employee,
applicant for employment, or other person in the provision of any goods and services provided by this
Agreement with respect to his or her hire, tenure, terms, conditions and privileges of employment, aid
any other shatter related to his or her employment or subcontracting, because of race, religion, color, sex,
sexual orientation, handicap, national origin, ancestry, age, disabled veteran status, and/or Vietnam -era
veteran status.
I& Iran Certification. Pursuant to Ind. Code § 5-22-16.5, Coury shall certify that, in
signing this doctunent, they do not engage in investment activities within the Country of him. All terms
defined in Lid. Code § 22-5-1.7 et seq. are adopted and incorporated into this Section.
19. LE -Verify. Pursuant to Ind. Code § 22-5-1.7 et seq., Coury shall enroll in and verify the
work eligibility status of all of its newly -hired employees using the E-Verify progran, if it has not already
done so as of the date of this Agreement. Coury is further required to execute an affidavit affirming that:
(a) it is enrolled and is participating in the P, Verify program; and (b) does not knowingly employ any
unauthorized aliens. In support of Hue affidavit, Corny shall provide CRC with documentation that it has
enrolled and is participating in the E-Verify program. This Agreement shall not take effect until said
affidavit is signed by Corny and delivered to CRC's authorized representative.
M 11isceliancous. Subject to Section 14, this Agreement shall inure to the benefit of, and
be: binding upon, Coury and CRC, and their respective successors and assigns. This Agreement may be
modified only by a written agreement signed by both parties. This Agreement shall not be construed to
create a contractual relationship with, give rights or benefits to, or create a cause of action in favor of,
arnyone other than the parties hereto. All indemnities set forth in this Agreement shall survive the
expiration of the Tenn or the earlier termination of this Agreement. The invalidity, illegality, or
unetil'oreca'bility of any one or more of the terms and conditions of this Agreement shall not affect the
validity, legality, m enforceability of the remaining terms and conditions hereof. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of Indiana. The paragraph headings
shall not be considered in any way to affect the 'interpretation of Eris Agreement, and this Agreement shall
mat be construed against the drafting party, it being acknowledged and agreed that each party has
reviewed and understands, and has had its counsel review, this Agreement. All Exhibits to this
Agreement are attached hereto and incorporated herein by reference. This Agreement may be executed in
separate counterparts, each of which when so executed shall be an original, but all of which together shall
constitute but one and the samc instrument. This Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof. All prior contemporaneous or other oral or
wtitien statements, representations or agreements by or between the parties with respect to the subject
matter hereof are morged herein. No waiver of any of the provisions of this Agreement shall be deemed
or shall constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a
continuing waiver. No waiver will be binding unless executed in writing by the party making the waiver.
Io be enforceable against CRC, any approval or consent of CRC must be approved in writing by the
=.xeeubve Director.
[Signature pages to fondly]
}lm QUA vtLolw�,,�(utist �rv<. Acrue:�txr'� PAoc7
above.
IN WITNESS WHEREOF, Coury and CRC have executed this Agreement as of the date set forth
CRC:
THE CARMEL REDEVELOPMENT COMMISSION,
By:
HUSL( DEVELOPMENT CONSTTTING AGREEMENT SIGNATURE PAGE
DMS 996972M
COURY:
COURY HOSPITALITY __ a(n)
a
By: 7
towy
(Printed Name)
Its: T�
(Title)
CoNsu,mo AGREEMEN11 SIGNATURE PAGE
INDEX TO EXHIBITS
Exhibit A - Consulting Fees
Exhibit B - Consulting Services
Exhibit C - Site
Ho I EL DEVELOPMENT CONSULTING AGRHEMENT INDEX TG EXHRi1TS
DMS 99 69728v 1
Exhibit A
Pavement and Reimbursement Terms
1 $20,000 per n7.ondi during the Tenn to be paid to Coury in arrears within the following the month
in which they are incurred.
?. Expenses for all out: -of -pocket travel and business expenses paid for by Corry and approved in.
writing in advance by the Executive Director or her designee to be reimbursed monthly. Such
expenses to include travel, lodging, meals, third -party services and consultants, and other
expenses incurred by Coury in the performance of the Consulting Services, provided that (a) such
expenses are reasonable and customary (i.e., only coach or business travel, customary business
class hotels, and reasonable meal expenses); (b) they are approved in advance by CRC; (a) Coury
provides CRC adequate docuunentation of such expenses at the request of CRC; (d) such expenses
shall not exceed $500 per mouth for incidental expenses listed above. Further, the CRC Director
may approve reasonable travel costs for occasional meetings required by the City of Carmel not
to exceed $2,500 in any single month.; and (e) any billed expense was not incurred more than
forty-five (45) days prior to the time of invoicing therefor (any such older expenses being deemed
unreimbursable). Further, Corry will not be reimbursed for any customary and ordinary
overhead charges including, without limitation,' telephone, tax, postage, word processing, delivery
charges and local travel expenses.
-. Coury shall maintain reasonably detailed records of its time spent performing the Consulting
Services and invoice CRC monthly for its fees, indicating distribution of charges by category,
nauneo'f individual, hours worked and billing rate by individual and applicable expenses by
individual.
Hum-t)CVLLOAML i i,oNSLLI INC; AGREEMENT fxinurrA-PAGE I
1)MS 9'96911r, I
Exhibit B
Consulting Services
1. Development phase:
(a) Review, manage, oversee, and advise CRC on any and all third -party market studies and
analysis conducted by CRC or any Affiliate with respect to the viability of the Hotel
and/or Required Brand. Deliver a written analysis of market studies.
(b) Provide written and verbal detailed guidance to CRC on all known or expected
requirements of the Required Brand related to the Hotel including, without limitation,
programming, restaurant, architecture, FF&E, OS&E and branding.
(c) Review, manage, oversee, and advise CRC on programming of all Hotel space and
services, including layout, functionality, and operating standards, including providing and
analyzing all requirements of the Required Brand. Provide a written report on all
programming documents submitted.
(d) Review, manage, oversee, and advise CRC on architecture, interior design, and MEP
design, including providing and analyzing all requirements of the Required Brand.
Provide written comments of design submittals.
(e) Develop and maintain initial FF&E and OS&E budgets.
(f) Develop and maintain a master gantt-style timeline and task chart for all necessary steps
and timelines for all periods from the Commencement Date through the opening of the
Hotel. The chart shall be updated weekly.
(g) Develop pro forma ten-year operating budget, capital improvement, and PIP budget.
(h) Manage entire FF&F. and OS&E process, including design, procurement, and oversee
installation.
(i) Meet with CRC and its Affiliates no less than weekly during the Term to update CRC and
its Affiliates on the progress of Hotel development.
(j) Deliver a monthly progress report to the CRC by the 111 of each month.
(k) Review, manage, oversee, and advise CRC with regard to liquor licensing and permitting
for the Hotel.
(1) Assist CRC in the evaluation and negotiation of possible third -party operations within the
Hotel including, without limitation, a cabaret -style nightclub to be located within and
serviced by the Hotel and any requirements related thereto by the Required Brand.
Provide a written evaluation.
2. Autograph Franchise:
(a) Assist CRC in the negotiation of a comprehensive term sheet and Franchise Agreement,
including, without limitation, providing franchisee -oriented information, advice, and
terns based on its negotiations with the Required Brand and participating in all meetings
and calls with the Required Brand representatives
(b) Provide guidance on franchise application and due diligence process.
(c) Assist CRC in the negotiation of PIP requirements to be included in the Franchise
Agreement.
(d) Assist CRC with all IT systems design, procurement, installation, licensing, and training.
Ho I K DEVELOPMENT CONSUL Z ING AGREEMENT EXHIBIT B -PACE 1
DM59969]28v1
(e) Assist CRC with the establishment of the management of Hotel and food and beverage
branding and conceptualization, including working closely with branding agency
("MMGY") to develop brand message, design logos, train staff, communicate brand story
to interior designers and architects, order branded collateral, and coordinate pre -opening
marketing (subject to Section 4 of the Agreement).
Pre -opening services:
(a) Develop detailed opening operating budget for first year of operation, as well as an
extended 10-year pro forma operating budget and capital expense budget.
(b) Develop opening sates strategy, including target market positioning, opening average
daily rate (ADR) and occupancy goals, target market segment, and eCommerce
strategies.
(C Develop and execute comprehensive pre -opening marketing campaign.
(d) Establish revenue management systems and procedures, including Coury's proprietary
revenue analyses and tools.
0 Fstablish human resources systems and procedures throughout final 12 months of
construction, including advertising, evaluating and hiring general manager, director of
sales, executive chef, and general staffing throughout a rolling 12-month period prior to
opening; setup of payroll processing system; training; and legal compliance.
(f) Development employment policies, procedures and manuals compliant with Laws.
(g) Acquire on behalf of CRC permits, licenses, insurance, certifications, and other
regulatory requirements prior to opening.
(h) Setup accounting systems, procedures, and tools, including accounting software, chart of
accounts, financial reporting, bank accounts, and standards of operations.
(i) Assist CRC in the negotiation of all vendor agreements, including telecommunications,
utilities, food and beverage suppliers, equipment leasing, cleaning companies, etc.
(j) Assist CRC with the purchase of operating supplies, food and beverage inventories, and
other general supplies prior to opening.
(k) Advise on restaurant and bar concept, branding, menu design, hiring of executive chef,
sales strategy, and space programming.
(1) Assist CRC in the negotiation of any leases within the Hotel for ancillary services (e.g.,
restaurants, eabaret-style nightclub).
4. Cross -market the Motel with Coury's other properties (although Coury shall not represent that
they own the hotel or that the Hotel and Coury are commonly owned or otherwise affiliated or
othenvise bind or comm it CRC or the Hotel or create any obligations, debts or liabilities for CRC
or the hotel or any subsidiaries or affiliates unless otherwise approved in advance by CRC) and,
subject to any limitations in the Franchise Agreement, CRC hereby grants to Corny solely for the
purposes of this cross -marketing, a limited, exclusive, terminable, royalty free, non-transferrable
license at Coury's properties to the Hotel's logos and trademarks (the "Marks") for the purpose
of these cross -marketing obligations (although Coury shall have no right to grant sublicenses to
the Marks and such license will terminate immediately upon the earlier of (i) termination of this
Agreement and (it) written notice from CRC).
5. Manage recruitment and Scasonalltemporary shared employees (when mutually beneficial).
Ito I t.l DEWLOPMrN t CONS61TM, AGREEMENT ExnairrB-PAGe2
DMS 9969'P,8,1
Exhibit C
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CITY CENTER MASTER PLAN, PROVIDED BY PEDCOR CITY CENTER DEVELOPMENT COMPANY
HOTEL DEVELOPMENT CONSULTING AGREEMENT EXHIBIT C - PACE I
EMS 9969728�1