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Consulting Agreement
Consulting Agreement (16K)
Doc #107103: Click preview link for longer preview.
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made this 20th day of September 2002, by and between Cruickshank & Associates, a personal service company owned by John Cruickshank and Durwood Phillips ("Advisor") and U.S. West Homes, Inc., a Nevada corporation (the "Company").
WHEREAS, Advisor and Advisor's Personnel (as defined below) have experience in evaluating and effecting mergers and acquisitions, supervising corporate management, and in performing general administrative duties for publicly-held companies and development stage investment ventures; and
WHEREAS, the Company desires to retain Advisor to advise and assist the Company in its development on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Advisor agree as follows:
1. Engagement
The Company hereby retains Advisor, effective the date hereof and continuing until termination, as provided herein, to assist the Company in it's effecting the purchase of businesses and assets relative to its business and growth strategy (the "Services"). The Services are to be provided on a "best efforts" basis directly and through others employed or retained and under the direction of Advisor ("Advisor's Personnel"); provided, however, that the Services shall expressly exclude all legal advice, accounting services or other services which require licenses or certification which Advisor may not have.
2. Term
This Agreement shall have an initial term of ninety (90) days (the "Primary Term"). At the conclusion of the Primary Term this Agreement will automatically be extended on a month to month basis (the "Extension Period") unless Advisor or the Company shall serve written notice on the other party terminating the Agreement. Any notice to terminate given hereunder shall be in writing and shall be delivered at least thirty (30) days prior to the end of the Primary Term or any subsequent Extension Period.
107103
|
U.S. West Homes
As referenced in this Consulting Agreement:
U.S. West Homes, Inc – 20th day of September 2002,
by and between Cruickshank & Associates, a personal service company owned by
John Cruickshank and Durwood Phillips ("Advisor") and U.S. West Homes, Inc ., a
Nevada corporation (the "Company").
WHEREAS, Advisor and Advisor's Personnel (as defined below) have experience in
evaluating and effecting mergers and _____________
U.S. West Homes, Inc – for transmittal, or
when sent by facsimile transmission charges prepared, provided that the
communication is addressed:
(i) In the case of the Company:
U.S. West Homes, Inc .
410 Broadway, 2nd Floor
Laguna Beach, California 92651
Telephone: (949) 376-3125
(ii) In the case of Advisor:
Cruickshank & Associates
410 Broadway, _____________
U.S. West Homes, Inc – the parties have executed this Agreement on the date above
written.
"Advisor" Cruickshank & Associates
BY: S/ John Cruickshank
-------------------------------
NAME: John Cruickshank
The "Company" U.S. West Homes, Inc .
BY: S/ MERVYN A. PHELAN, SR.
-------------------------------
NAME: MERVYN PHELAN, SR.
_____________
dt 198323
;
U.S. West Homes
As referenced in this Consulting Agreement:
U.S. West Homes, Inc – 20th day of September 2002,
by and between Cruickshank & Associates, a personal service company owned by
John Cruickshank and Durwood Phillips ("Advisor") and U.S. West Homes, Inc ., a
Nevada corporation (the "Company").
WHEREAS, Advisor and Advisor's Personnel (as defined below) have experience in
evaluating and effecting mergers and _____________
U.S. West Homes, Inc – for transmittal, or
when sent by facsimile transmission charges prepared, provided that the
communication is addressed:
(i) In the case of the Company:
U.S. West Homes, Inc .
410 Broadway, 2nd Floor
Laguna Beach, California 92651
Telephone: (949) 376-3125
(ii) In the case of Advisor:
Cruickshank & Associates
410 Broadway, _____________
U.S. West Homes, Inc – the parties have executed this Agreement on the date above
written.
"Advisor" Cruickshank & Associates
BY: S/ John Cruickshank
-------------------------------
NAME: John Cruickshank
The "Company" U.S. West Homes, Inc .
BY: S/ MERVYN A. PHELAN, SR.
-------------------------------
NAME: MERVYN PHELAN, SR.
_____________
dt 198323
;
Cruickshank & Associates;
| John Cruickshank;
Durwood Phillips
|
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Consulting Agreement [Real Estate Development]
Consulting Agreement [Real Estate Development] (14K)
Doc #113815: Click preview link for longer preview.
{DOCUMENT} {TYPE}EX-10.X {SEQUENCE}6 {PAGE}
EXHIBIT 10(x)
CARL HUNKING CONSULTING AGREEMENT
CONSULTING AGREEMENT INTRODUCTION
This Consulting Agreement made and entered into by and between U.S. West Homes, Inc. a Nevada Corporation, hereinafter "U.S. West" whose address is 410 Broadway, Laguna Beach, CA 92651 AND LAS BRISAS DE LA MAR INC, a Nevada corporation and Brisas de la Mar, a Nevada corporation, as the personal service company of Carl Hunking {"Consultant"), whose address is 3752 Lone Mesa Drive, Las Vegas, NV 89147.
WHEREAS, U.S. West owns promissory notes which are due from Senior Care International, S.A. de C.V., a Mexican corporation, hereinafter referred to as "SCI", that owns contracts for deed for two development projects in the State of Baja California more fully described as:
1. A partially completed shopping center known as Plaza Rosarito together with 9 acres of ocean front undeveloped land which was formerly a polo field and hacienda; 2. Approximately 650 acres of raw land located in an area commonly known as the Hills of Bajamar and adjacent to the Bajamar Golf and Country Club; and
WHEREAS, U.S. West requires the services of Consultant to provide on-going consulting Services during the development phase of these properties; and
WHEREAS, this agreement will define the responsibilities of the Consultant in and to the performance of the aforementioned project.
IT IS THEREFORE AGREED:
Consultant shall furnish such skill, knowledge and experience as may be required to perform the business efficiently and expeditiously, to advise and be responsible to supervise the construction of Plaza Rosarito, development of the ocean front site, arrangement for all necessary architectural, engineering and other entitlements which may be necessary to record planned urban development plans for the Hills of Bajamar, to arrange for site improvements and to coordinate the sales of lots on the Hills of Bajamar.
1
{PAGE}
On each of the anticipated projects, Consultant shall be responsible for the following: (7) Selection of the design team and approval of all floor plans; (8) Soliciting bids from general contractors; (9) Review and approval AND MANAGEMENT of the construction budget; (10) Pricing of the units and marketing necessary to attract the requisite numbers of buyers; (11) Arranging for required appraisals of land and properties; (12) Interfacing with tenants and condominium owners at Portal Del Mar; (13) Soliciting and arranging for a joint venture with a time share developer on Plaza Resorts; (14) Evaluation of the floor plans and coordination of the design team to ensure accurate drawings; (15) Distribution of the plans to the various subtrades for the purpose of securing pricing; (16) Finalizing the construction budget; (17) Furnishing all construction management, contract administration, subcontractor coordination, on site supervision, equipment, material, and labor necessary to construct and complete the projects in a good workmanlike and substantial manner.
The Company agrees to pay Consultant a fee for the services (the "Initial Fee") by way of the issuance by the Company of Seven Million (7,000,000) shares of the Company's common stock (the "Fee Shares"). As additional work is done, from time to time, the Company agrees to pay the consultant fees based upon the degree of completion of work as more particularly set forth in the Joint Venture Agreement between the Company and Las Brisas de la Rivera dated February 24, 2003.
No later than ten (10) days following the date hereof as to the Fee Shares the Company will cause such shares to be registered with the Securities and Exchange Commission under a Form S-8 or other applicable registration statement, and it shall cause such registration statement to be remain effective at all times while Advisor holds such shares. At Consultant's election, such shares may be issued prior to registration in reliance on exemptions from registration provided by Section 4(2) of the Securities Act of 1933 (the "'33 Act"), Regulation D of the '33 Act, and applicable state securities laws. Such issuance or reservation of shares shall be in reliance on representations and warranties of Advisor set forth herein. Failing to register such shares, or maintain the effectiveness of the applicable registration statement, the Company shall satisfy any Compensation in cash within ten (10) days of receipt of Advisor's statement setting out the amount of compensation then due and payable.
2
{PAGE}
The contract time shall be measured from the date of commencement as fixed in the notice issued by the owner. The Consultant shall achieve Substantial Completion of the entire work on a timely basis from the date of commencement and in accordance with a detailed construction and production schedule which may be attached to this agreement as an exhibit or as determined in writing by the parties and attached hereto as a Modification and/or Addendum.
113815
|
U.S. West Homes
As referenced in this Consulting Agreement [Real Estate Development]:
U.S. West
Homes, Inc – SEQUENCE}6
{PAGE}
EXHIBIT 10(x)
CARL HUNKING CONSULTING AGREEMENT
CONSULTING AGREEMENT
INTRODUCTION
This Consulting Agreement made and entered into by and between U.S. West
Homes, Inc . a Nevada Corporation, hereinafter "U.S. West" whose address is 410
Broadway, Laguna Beach, CA 92651 AND LAS BRISAS DE LA MAR _____________
U.S. West Homes, Inc – day of
April, 2003, in the City of Laguna Beach , California
Las Brisas de la Mar
By: /s/ Carl Hunking
------------------------
Carl Hunking
President
U.S. West Homes, Inc .
By: /s/ Mervyn A. Phelan, Sr.
-----------------------------
Mervyn A. Phelan, Sr.
_____________
dt 198325
;
U.S. West Homes
As referenced in this Consulting Agreement [Real Estate Development]:
U.S. West
Homes, Inc – SEQUENCE}6
{PAGE}
EXHIBIT 10(x)
CARL HUNKING CONSULTING AGREEMENT
CONSULTING AGREEMENT
INTRODUCTION
This Consulting Agreement made and entered into by and between U.S. West
Homes, Inc . a Nevada Corporation, hereinafter "U.S. West" whose address is 410
Broadway, Laguna Beach, CA 92651 AND LAS BRISAS DE LA MAR _____________
U.S. West Homes, Inc – day of
April, 2003, in the City of Laguna Beach , California
Las Brisas de la Mar
By: /s/ Carl Hunking
------------------------
Carl Hunking
President
U.S. West Homes, Inc .
By: /s/ Mervyn A. Phelan, Sr.
-----------------------------
Mervyn A. Phelan, Sr.
_____________
dt 198325
;
| Carl Hunking;
US West Homes Inc
|
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Consulting Agreement
Consulting Agreement (7K)
Doc #113816: Click preview link for longer preview.
CONSULTING AGREEMENT
Consulting Services Agreement
This Consulting Agreement ["the Agreement"] entered into on the date herein below set forth adjacent to the signatures of the parties executing the same between Mervyn A. Phelan, Jr.,, hereinafter referred to as "Consultant" and U.S. West Homes, Inc., a Nevada corporation, hereinafter referred to as "Client."
Whereas Client requires the services of Consultant to facilitate and complete the sale of various assets to Senior Care from other entities; and
Whereas Client has the need of the services of Consultant to conduct due diligence studies and other investigations in connection with various merger and acquisition transactions; and
Whereas Client is presently without the necessary funds to pay Consultant for the services which Consultant will provide; and
Whereas Consultant is agrees to take stock in Senior Care in lieu of other compensation for the work to be performed,
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Responsibilities and Warranties of Consultant: Consultant hereby agrees to assist the Company in it's effecting the purchase of businesses and assets relative to its business and growth strategy (the "Services"). The Services are to be provided on a "best efforts" basis directly and through others employed or retained and under the direction of Consultant ("Consultant's Personnel"); provided, however, that the Services shall expressly exclude all legal advice, accounting services or other services which require licenses or certification which Consultant may not have.
113816
|
U.S. West Homes
As referenced in this Consulting Agreement:
U.S.
West Homes, Inc – set forth adjacent to the signatures of the parties executing the same
between Mervyn A. Phelan, Jr.,, hereinafter referred to as "Consultant" and U.S.
West Homes, Inc ., a Nevada corporation, hereinafter referred to as "Client."
Whereas Client requires the services of Consultant to facilitate and complete
the sale of _____________
U.S. West Homes, Inc – 3. Consideration: Client shall pay to Consultant and/or its assigns a consulting
fee of 40,000,000 shares of common stock in U.S. West Homes, Inc . and additional
shares from time to time as Management of the Company determines based upon
additional work that may have been completed _____________
U.S. West Homes Inc – caused this Agreement to be duly
executed at Laguna Beach, California on the day and year set forth below.
Dated: April 17, 2003
U.S. West Homes Inc .
By: /s/ Mervyn Phelan, Sr.
-----------------------------
Mervyn Phelan, Sr.
Chief Executive Officer
/s/ Mervyn A. Phelan, Jr.
---------------------------------
Mervyn A. Phelan, Jr.
_____________
dt 198326
;
U.S. West Homes
As referenced in this Consulting Agreement:
U.S.
West Homes, Inc – set forth adjacent to the signatures of the parties executing the same
between Mervyn A. Phelan, Jr.,, hereinafter referred to as "Consultant" and U.S.
West Homes, Inc ., a Nevada corporation, hereinafter referred to as "Client."
Whereas Client requires the services of Consultant to facilitate and complete
the sale of _____________
U.S. West Homes, Inc – 3. Consideration: Client shall pay to Consultant and/or its assigns a consulting
fee of 40,000,000 shares of common stock in U.S. West Homes, Inc . and additional
shares from time to time as Management of the Company determines based upon
additional work that may have been completed _____________
U.S. West Homes Inc – caused this Agreement to be duly
executed at Laguna Beach, California on the day and year set forth below.
Dated: April 17, 2003
U.S. West Homes Inc .
By: /s/ Mervyn Phelan, Sr.
-----------------------------
Mervyn Phelan, Sr.
Chief Executive Officer
/s/ Mervyn A. Phelan, Jr.
---------------------------------
Mervyn A. Phelan, Jr.
_____________
dt 198326
;
| Mervyn A. Phelan, Jr.
|
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Consulting Agreement
Consulting Agreement (14K)
Doc #126218: Click preview link for longer preview.
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Contract" ) is made and entered into as of June 19, 2003 by and between SUMMIT PROPERTIES INC. and SUMMIT PROPERTIES PARTNERSHIP, L.P. (collectively, the "Company") and Douglas E. Brout (the "Consultant").
Statement of Purpose
WHEREAS, Company is a full service real estate company engaged in the development, construction, management, acquisition and disposition of multifamily apartment communities;
WHEREAS, Consultant desires to provide certain services, which are described below, to the Company with respect to its acquisition, development, construction, operation, management or disposition of multi-family residential developments (collectively, the "Properties"); and
WHEREAS, Company desires to retain Consultant to provide the services which are described below, and Company and Consultant desire to set forth their agreement.
NOW, THEREFORE, in consideration of the aforesaid Statement of Purpose, the terms and provisions of this Contract and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto mutually consent, covenant, represent, warrant and agree as follows:
1. Services. The Company hereby engages Consultant, on behalf of the Properties' respective owners, to provide the services of the Consultant relative to the Properties as described in Exhibit A attached hereto (the "Services") and Consultant accepts such engagement and agrees to perform such services for the Company.
2. Independent Consultant Provisions. The parties acknowledge and agree that the Consultant is acting hereunder as an independent consultant and not as an employee of Company nor of the Properties' respective owners, and the terms and conditions of this Contract shall be interpreted and construed accordingly. In no event shall this Contract be construed as establishing a partnership or joint venture or similar relationship between the parties hereto, and nothing herein contained shall be construed to authorize either party to act as agent for the other. Consultant shall be liable for his own debts, obligations, acts and omissions, including the payment of all self-employment, Social Security and other taxes and benefits applicable to him. As an independent consultant, Consultant is responsible for filing such tax returns and paying such self-employment taxes as may be required by law or regulations. Consultant shall not be subject to any Company policies solely applicable to Company's employees, and shall not be eligible for any employee benefit plan offered by Company. In the event that this independent consultant relationship is determined by tax authorities to constitute an employment relationship, Consultant hereby waives, for the period prior to the date such determination becomes final, any and all claims to coverage under Company pension, profit-sharing, health, dental, welfare or similar type plans which are generally limited to Company employees, unless otherwise agreed by Company in writing. Consultant shall not have the authority to hire, terminate or supervise personnel on behalf of the Company.
126218
|
Summit
As referenced in this Consulting Agreement:
SUMMIT PROPERTIES INC – EXHIBIT 99.2
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Contract" ) is made and entered into as of June
19, 2003 by and between SUMMIT PROPERTIES INC . and SUMMIT PROPERTIES
PARTNERSHIP, L.P. (collectively, the "Company") and Douglas E. Brout (the
"Consultant").
Statement of Purpose
WHEREAS, Company is a _____________
Summit Properties Inc – the parties hereto as follows (provided that notice of change of address shall
be deemed given only when received):
As to the Company: Summit Properties Inc
Summit Properties Partnership, L.P.
309 E. Morehead Street, Suite 200
Charlotte, NC 28202
Attn: Michael G. Malone
As to Consultant: Douglas _____________
Summit Properties, Inc – contemporaneous oral or written agreements and
understandings between them with respect to the subject matter hereof except for
the Separation Agreement between Consultant, Summit Properties, Inc . and Summit
Management Company dated June 19, 2003, the terms of which shall survive this
Contract. This Contract may not be changed _____________
SUMMIT PROPERTIES INC – be hereunto affixed,
and Consultant has hereunto set Consultant's hand and seal, all as of the day
and year noted above.
Company:
SUMMIT PROPERTIES INC
By: /S/ Michael L. Schwarz
-----------------------------------
Michael L. Schwarz
Executive V.P., Summit Properties, Inc.
SUMMIT PROPERTIES PARTNERSHIP, L.P.
By: Summit Properties _____________
Summit Properties, Inc – as of the day
and year noted above.
Company:
SUMMIT PROPERTIES INC
By: /S/ Michael L. Schwarz
-----------------------------------
Michael L. Schwarz
Executive V.P., Summit Properties, Inc .
SUMMIT PROPERTIES PARTNERSHIP, L.P.
By: Summit Properties Inc.
By: /S/ Michael L. Schwarz
-----------------------------------
Michael L. Schwarz
Executive V.P., Summit Properties, _____________
dt 109501
;
Summit
As referenced in this Consulting Agreement:
SUMMIT PROPERTIES
PARTNERSHIP, – AGREEMENT
THIS CONSULTING AGREEMENT (the "Contract" ) is made and entered into as of June
19, 2003 by and between SUMMIT PROPERTIES INC. and SUMMIT PROPERTIES
PARTNERSHIP, L.P. (collectively, the "Company") and Douglas E. Brout (the
"Consultant").
Statement of Purpose
WHEREAS, Company is a full service real estate _____________
Summit Properties Partnership, – as follows (provided that notice of change of address shall
be deemed given only when received):
As to the Company: Summit Properties Inc
Summit Properties Partnership, L.P.
309 E. Morehead Street, Suite 200
Charlotte, NC 28202
Attn: Michael G. Malone
As to Consultant: Douglas E. Brout
8355 _____________
SUMMIT PROPERTIES PARTNERSHIP, – day
and year noted above.
Company:
SUMMIT PROPERTIES INC
By: /S/ Michael L. Schwarz
-----------------------------------
Michael L. Schwarz
Executive V.P., Summit Properties, Inc.
SUMMIT PROPERTIES PARTNERSHIP, L.P.
By: Summit Properties Inc.
By: /S/ Michael L. Schwarz
-----------------------------------
Michael L. Schwarz
Executive V.P., Summit Properties, Inc.
CONSULTANT:
/S/ _____________
dt 109500
;
| Douglas E. Brout
|
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Consulting Agreement
Consulting Agreement (7K)
Doc #148590: Click preview link for longer preview.
Consulting Services Agreement
This Consulting Agreement ["the Agreement"] entered into on the date herein below set forth adjacent to the signatures of the parties executing the same between Mervyn A. Phelan, Jr.,, hereinafter referred to as "Consultant" and U.S. West Homes, Inc., a Nevada corporation, hereinafter referred to as "Client."
Whereas Client requires the services of Consultant to facilitate and complete the sale of various assets to Senior Care from other entities; and
Whereas Client has the need of the services of Consultant to conduct due diligence studies and other investigations in connection with various merger and acquisition transactions; and
Whereas Client is presently without the necessary funds to pay Consultant for the services which Consultant will provide; and
Whereas Consultant is agrees to take stock in Senior Care in lieu of other compensation for the work to be performed,
THE PARTIES HEREBY AGREE AS FOLLOWS:
148590
|
U.S. West Homes
As referenced in this Consulting Agreement:
U.S.
West Homes, Inc – set forth adjacent to the signatures of the parties executing the same
between Mervyn A. Phelan, Jr.,, hereinafter referred to as "Consultant" and U.S.
West Homes, Inc ., a Nevada corporation, hereinafter referred to as "Client."
Whereas Client requires the services of Consultant to facilitate and complete
the sale of _____________
U.S. West Homes, Inc – 3. Consideration: Client shall pay to Consultant and/or its assigns a consulting
fee of 40,000,000 shares of common stock in U.S. West Homes, Inc . and additional
shares from time to time as Management of the Company determines based upon
additional work that may have been completed _____________
U.S. West Homes Inc – caused this Agreement to be duly
executed at Laguna Beach, California on the day and year set forth below.
Dated: April 17, 2003
U.S. West Homes Inc .
By: /s/ Mervyn Phelan, Sr.
-----------------------------
Mervyn Phelan, Sr.
Chief Executive Officer
/s/ Mervyn A. Phelan, Jr.
---------------------------------
Mervyn A. Phelan, Jr.
{/TEXT}
{/DOCUMENT} _____________
dt 198328
;
U.S. West Homes
As referenced in this Consulting Agreement:
U.S.
West Homes, Inc – set forth adjacent to the signatures of the parties executing the same
between Mervyn A. Phelan, Jr.,, hereinafter referred to as "Consultant" and U.S.
West Homes, Inc ., a Nevada corporation, hereinafter referred to as "Client."
Whereas Client requires the services of Consultant to facilitate and complete
the sale of _____________
U.S. West Homes, Inc – 3. Consideration: Client shall pay to Consultant and/or its assigns a consulting
fee of 40,000,000 shares of common stock in U.S. West Homes, Inc . and additional
shares from time to time as Management of the Company determines based upon
additional work that may have been completed _____________
U.S. West Homes Inc – caused this Agreement to be duly
executed at Laguna Beach, California on the day and year set forth below.
Dated: April 17, 2003
U.S. West Homes Inc .
By: /s/ Mervyn Phelan, Sr.
-----------------------------
Mervyn Phelan, Sr.
Chief Executive Officer
/s/ Mervyn A. Phelan, Jr.
---------------------------------
Mervyn A. Phelan, Jr.
{/TEXT}
{/DOCUMENT} _____________
dt 198328
;
| Mervyn A. Phelan, Jr.;
Investco Corp
|
| Preview
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 | 2003 |
Consulting Agreement
Consulting Agreement (7K)
Doc #148644: Click preview link for longer preview.
CONSULTING AGREEMENT
Consulting Services Agreement
This Consulting Agreement ["the Agreement"] entered into on the date herein below set forth adjacent to the signatures of the parties executing the same between Mervyn A. Phelan, Jr., as an individual, hereinafter collectively referred to as "Consultant" and U.S. West Homes, Inc., a Nevada corporation, hereinafter referred to as "Client."
Whereas Client requires the services of Consultant to facilitate and complete the sale of various assets to Senior Care from other entities; and
Whereas Client has the need of the services of Consultant to conduct due diligence studies and other investigations in connection with various merger and acquisition transactions; and
Whereas Client is presently without the necessary funds to pay Consultant for the services which Consultant will provide; and
Whereas Consultant is agrees to take stock in Senior Care in lieu of other compensation for the work to be performed,
THE PARTIES HEREBY AGREE AS FOLLOWS:
148644
|
U.S. West Homes
As referenced in this Consulting Agreement:
U.S. West Homes, Inc – the signatures of the parties executing the same
between Mervyn A. Phelan, Jr., as an individual, hereinafter collectively
referred to as "Consultant" and U.S. West Homes, Inc ., a Nevada corporation,
hereinafter referred to as "Client."
Whereas Client requires the services of Consultant to facilitate and complete
the sale of _____________
U.S. West Homes, Inc – 3. Consideration: Client shall pay to Consultant and/or its assigns a consulting
fee of 40,000,000 shares of common stock in U.S. West Homes, Inc .
Such shares shall carry registration rights and shall be subject to registration
by Client on Form S-8 at Consultant's option _____________
U.S. West Homes, Inc – caused this Agreement to be duly
executed at Laguna Beach, California on the day and year set forth below.
Dated: January 14, 2003
U.S. West Homes, Inc .
By: Craig H. Brown
President
Consultant:
Mervyn A. Phelan, Jr.
{/TEXT}
{/DOCUMENT} _____________
dt 198329
;
U.S. West Homes
As referenced in this Consulting Agreement:
U.S. West Homes, Inc – the signatures of the parties executing the same
between Mervyn A. Phelan, Jr., as an individual, hereinafter collectively
referred to as "Consultant" and U.S. West Homes, Inc ., a Nevada corporation,
hereinafter referred to as "Client."
Whereas Client requires the services of Consultant to facilitate and complete
the sale of _____________
U.S. West Homes, Inc – 3. Consideration: Client shall pay to Consultant and/or its assigns a consulting
fee of 40,000,000 shares of common stock in U.S. West Homes, Inc .
Such shares shall carry registration rights and shall be subject to registration
by Client on Form S-8 at Consultant's option _____________
U.S. West Homes, Inc – caused this Agreement to be duly
executed at Laguna Beach, California on the day and year set forth below.
Dated: January 14, 2003
U.S. West Homes, Inc .
By: Craig H. Brown
President
Consultant:
Mervyn A. Phelan, Jr.
{/TEXT}
{/DOCUMENT} _____________
dt 198329
;
| Mervyn A. Phelan, Jr.;
Investco Corp
|
| Preview
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 | 2004 |
Consulting Agreement
Consulting Agreement (15K)
Doc #257963: Click preview link for longer preview.
CONSULTING AGREEMENT
This Consulting Agreement is made on March 10, 2004, by The Taubman Company, L.L.C., a Delaware limited liability corporation, ("Company") and Courtney Lord Associates, Ltd., a District of Columbia corporation ("Lord").
In consideration of the representations in this Agreement, Company and Lord agree as follows:
1. Engagement. Effective January 1, 2005, Company will engage Lord as a consultant, and Courtney Lord, as the agent of Courtney Lord Associates, Ltd. (Agent), agrees to hold himself available to personally render, at the request of Company, consulting services for Company, to the best of his ability, upon the terms and conditions set forth in this Agreement. Lords obligations under this Agreement apply to both Courtney Lord Associates, Ltd., and Agent.
2. Term.
(a) This Agreement will start on January 1, 2005 and will end on December 31, 2005, unless it is terminated before that date as permitted by this Agreement.
(b) Lords and Agents obligations under paragraphs 6, 7, 8, and 9 of this Agreement will survive the termination of this Agreement at any time before December 31, 2005 or the expiration of this Agreement on December 31, 2005, except that Lords and Agents obligations under paragraphs 6, 7, 8, and 9 of this Agreement will terminate immediately if Company experiences a change in control event. This Consulting Agreement incorporates by reference and adopts the definition of a change in control contained in the Taubman Centers, Inc. and Taubman Realty Group Limited Partnership 2003 Change of Control Employment Agreement.
(c) Lord may terminate this Agreement at any time during the term of this Agreement upon thirty days written notice to Company.
257963
|
Courtney Lord
As referenced in this Consulting Agreement:
Courtney Lord Associates, – This Consulting Agreement is made on March 10, 2004, by The Taubman Company, L.L.C., a Delaware limited liability corporation, ("Company") and Courtney Lord Associates, Ltd., a District of Columbia corporation ("Lord").
In consideration of the representations in this Agreement, Company and Lord agree as follows:
1. _____________
Courtney Lord Associates, – agree as follows:
1. Engagement. Effective January 1, 2005, Company will engage Lord as a consultant, and Courtney Lord, as the agent of Courtney Lord Associates, Ltd. (Agent), agrees to hold himself available to personally render, at the request of Company, consulting services for Company, to the best _____________
Courtney Lord Associates, – the best of his ability, upon the terms and conditions set forth in this Agreement. Lords obligations under this Agreement apply to both Courtney Lord Associates, Ltd., and Agent.
2. Term.
(a) This Agreement will start on January 1, 2005 and will end on December 31, 2005, unless _____________
COURTNEY LORD ASSOCIATES, – ____________________________
By:
____________________________
Its: Executive Vice President and Director
Dated: March 10, 2004
Address:
200 E. Long Lake Road
Bloomfield Hills, MI 48303
COURTNEY LORD ASSOCIATES, LTD.
/s/ Courtney Lord
__________________________
By:
____________________________
Its: President
Dated: March 10, 2004
Address:
391 Cranbrook Court
Bloomfield Hills, MI 48304
_____________
dt 126109
;
Taubman
As referenced in this Consulting Agreement:
Taubman Centers, Inc – a change in control event. This Consulting Agreement incorporates by reference and adopts the definition of a change in control contained in the Taubman Centers, Inc . and Taubman Realty Group Limited Partnership 2003 Change of Control Employment Agreement.
(c) Lord may terminate this Agreement at any time during _____________
dt 322316
;
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Taubman
As referenced in this Consulting Agreement:
Taubman Co – Consulting Agreement
EX-10 5 lordconsultingagreement.htm LORD CONSULTING AGREEMENT
CONSULTING AGREEMENT
This Consulting Agreement is made on March 10, 2004, by The Taubman Co mpany, L.L.C., a Delaware limited liability corporation, ("Company") and Courtney Lord Associates, Ltd., a District of Columbia corporation ("Lord").
In consideration _____________
Taubman Co – competition provisions in any other agreements between Company and Lord or Agent, specifically including the Employment Agreement dated November 4, 1999 between The Taubman Co mpany Limited Partnership, a Delaware limited partnership, and Agent.
7. Non-Solicitation of Employees. During the term of this Agreement and for a _____________
TAUBMAN CO – Agreement are for the convenience of the parties only and have no effect on the meaning or the interpretation of this Agreement.
THE TAUBMAN CO MPANY, L.L.C.
/s/ William S. Taubman
____________________________
By:
____________________________
Its: Executive Vice President and Director
Dated: March 10, 2004
Address:
200 _____________
dt 126129
;
Taubman Realty
As referenced in this Consulting Agreement:
Taubman Realty Group – event. This Consulting Agreement incorporates by reference and adopts the definition of a change in control contained in the Taubman Centers, Inc. and Taubman Realty Group Limited Partnership 2003 Change of Control Employment Agreement.
(c) Lord may terminate this Agreement at any time during the term of this Agreement _____________
Taubman Realty Group – or at any shopping center (in excess of 200,000 square feet) that is located within ten miles of any shopping center that Taubman Realty Group Limited Partnership owns (except within four miles of Beverly Center), unless Companys President/CEO approves the competing work, in advance and in writing. _____________
dt 126258
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 | 2002 |
Consulting Agreement
Consulting Agreement (16K)
Doc #258704: Click preview link for longer preview.
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is made and entered into as of June 1, 2002, by and between Trammell Crow Company, a Delaware corporation (the "Company"), and J. McDonald Williams (the "Consultant").
WHEREAS, the Board of Directors of the Company (the "Board") has determined that it is in the best interests of the Company to retain the Consultant on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the sufficiency of which is hereby acknowledged, the parties agree as follows:
AGREEMENTS:
1. Consulting Services. The Company hereby retains the Consultant to serve as the Chairman Emeritus of the Board and as a consultant to the Company. In such capacity, the Consultant agrees to (i) make himself available from time to time to consult with the Company's management, (ii) make selective calls on customers and prospects of the Company by phone or in person, (iii) assist the Company's management with community relationships and involvement, and (iv) render such other consulting and advisory services as the Company may reasonably request from time to time (collectively, the "Consulting Services") during the Consulting Period (as hereinafter defined). The Consultant hereby accepts such engagement and agrees to perform such services for the Company upon the terms and conditions set forth in this Agreement. The Consultant will perform the Consulting Services at such times and places as the Company, from time to time, shall reasonably request.
2. Term. Unless terminated at an earlier date in accordance with Section 4, the term of the consulting arrangement provided for herein shall be for the period commencing on the date hereof and ending at 5:00 p.m., Texas time, on May 31, 2004 (the "Consulting Period").
3. Consulting Fee/Expense Reimbursement.
3.1 Consulting Fee. As compensation for the Consulting Services to be rendered by the Consultant (and not as compensation for any other services provided by the Consultant to the Company or the Board), the Company hereby agrees to pay Executive $75,000 ("Consulting Fee") annually during the term of the Consulting Period, which shall be payable in monthly installments. The parties acknowledge that the Consultant will continue to be entitled to compensation for his services as a director of the Company in accordance with the Company's non-employee director compensation policy.
3.2 Expense Reimbursement. The Consultant shall be entitled to receive prompt reimbursement for all reasonable out of pocket expenses incurred by the Consultant in rendering the Consulting Services during the Consulting Period in accordance with the policies, practices and procedures of the Company.
3.3 Office Costs. During the Consulting Period, the Company shall pay the lease and utility costs with respect to up to 1,500 square feet of office space from that portion of the Company's offices at 2001 Ross Avenue, Dallas, Texas 75201 leased by the Consultant for his personal and foundation offices.
3.4 Stock Options. The Consultant has previously been granted options (the "Options") to acquire common stock of the Company pursuant to one or more agreements between the Consultant and the Company (collectively, the "Option Agreements"). Notwithstanding the terms or conditions of the Option Agreements, the Options shall continue to vest and be available for exercise until the earlier of (i) such time that the Consultant ceases to be a director of the Company or (ii) the expiration of such Options.
3.5 Certain Benefit Matters. The Consultant hereby acknowledges that from and after the date hereof (i) he shall not be entitled to participate in any of the Company's employee benefit plans except
258704
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Trammell Crow
As referenced in this Consulting Agreement:
Trammell Crow Co – Exhibit 10.2
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is made and entered into as of June 1, 2002, by and between Trammell Crow Co mpany, a Delaware corporation (the "Company"), and J. McDonald Williams (the "Consultant").
WHEREAS, the Board of Directors of the Company (the "Board") has _____________
Trammell Crow Co – Avenue, Suite #3350
Dallas, TX 75201
Attn:
Don Williams
Facsimile:
with a copy to:
N/A
Attn:
Facsimile:
4
If to the Company:
Trammell Crow Co mpany
2001 Ross Avenue
Suite 3400
Dallas, Texas 75201
Attention: General Counsel
Facsimile: (214) 863-3125
with a copy to:
Vinson & Elkins, L. _____________
TRAMMELL CROW CO – WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
CONSULTANT
/s/ J. MCDONALD WILLIAMS
J. McDonald Williams
TRAMMELL CROW CO MPANY
By:
/s/ ROBERT JAMES
Name:
Robert James
Title:
Executive Vice President
6
QuickLinks
Exhibit 10.2
CONSULTING AGREEMENT
AGREEMENTS
_____________
dt 132798
;
| J. McDonald Williams
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 | 2002 |
Consulting Agreement
Consulting Agreement (25K)
Doc #259517: Click preview link for longer preview.
CONSULTING AGREEMENT
This CONSULTING AGREEMENT (the "Agreement") is made and entered into as of the 10th day of February, 2002, by and between Ventas, Inc., a Delaware corporation (the "Company"), and Paragon Consulting Group, LLC, a Michigan limited liability company (the "Consultant").
R E C I T A L S: ---------------
WHEREAS, the Company desires to obtain the asset management advisory services of and obtain certain restrictive covenants from the Consultant, as described below, and the Consultant is willing to cause DeAnn O'Donovan ("O'Donovan") to provide such services to the Company and is willing to agree to such restrictive covenants, on the terms and for the consideration set out below; and
WHEREAS, the Consultant and the Company desire to embody in this Agreement the terms and conditions of the Consultant's engagement by the Company, which terms and conditions shall supersede all prior oral and written agreements, arrangements and understandings relating to the Consultant's services.
NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, it is hereby agreed as follows:
1. ENGAGEMENT: The Company hereby agrees to engage the Consultant, and the Consultant does hereby accept its engagement with the Company and agrees to serve the Company and agrees to cause O'Donovan to exclusively serve the Company, in the capacities, for the term, and subject to the terms and conditions, as herein contained, including Section 9(a) hereof.
2. TERM: The consulting services to be provided by the Consultant to the Company pursuant to this Agreement shall commence as of February 18, 2002 (the "Commencement Date") and shall continue for twelve (12) months thereafter, subject to earlier termination only as provided for in Section 7 hereof ( the "Term").
3. DUTIES:
(a) Consultant hereby acknowledges and agrees that the services to be provided by Consultant under this Agreement must be performed solely and exclusively by O'Donovan. During the Term of this Agreement, subject to the limitation set forth in Section 3(b), the Consultant agrees, and agrees to cause O'Donovan, to furnish to the Company the Consultant's best advice, information, judgment and knowledge for the management of the Company's assets, including without limitation, the following responsibilities and duties:
(i) Defining, establishing and implementing a strategic plan that will initially document and catalogue existing asset information leading to the development of a
{PAGE}
sustainable, value added and structured asset management function; establishing and documenting policies and procedures with scale to effectively monitor existing assets as well as those added through portfolio acquisitions and/or merger and acquisition transactions.
(ii) Instilling a culture and discipline that will result in a seamless asset management function with the common goal of increasing profitability and managing volatility within the portfolio.
(iii) In a cost-effective manner, thoroughly researching and presenting recommendations to acquire scaleable technology system to monitor operations; creating baselines by state with information required to accurately review historical and present asset performance.
(iv) Building relationships with tenants and staff; developing a knowledge base of the real estate portfolio via on-site visits and in-person meetings with operators.
(v) Through effective communication, monitoring tenants compliance with their obligations under the agreements set forth; actively reviewing and monitoring tenant covenants and immediately addressing issues that arise.
(vi) Evaluating current systems and recommending changes if necessary such as determining whether third party execution or in-house monitoring of tax payments, rent collection etc. would be most cost effective.
(vii) Advising senior management on all lease rollovers while maximizing value and providing local market information and dynamics required to recommend proposed terms.
(viii) Monitoring the financial and functional status of assets; ensuring complete, timely and accurate monthly reporting to senior management and ultimately shareholders.
(ix) Based on the overall organization goals and profitability measures, making cost effective recommendations to senior management regarding the building of the asset management team including annual budgeting, forecasting and hiring.
The Company shall provide Consultant with administrative and financial analyst support adequate to enable Consultant to accomplish the foregoing objectives. During the Term, the Company shall also provide O'Donovan an office in the Company's Chicago, Illinois or Louisville, Kentucky office.
(b) The Consultant shall cause O'Donovan to provide such services to the Company during normal business hours on all business days during the Term; provided however O'Donovan shall also be generally available to provide services after normal business hours and on weekends as reasonably required by the
259517
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Omega Healthcare
As referenced in this Consulting Agreement:
Omega
Healthcare Investors, – than five percent of any class of capital stock of such corporation, or (2) the
performance of pre-existing, contractually obligated services to Omega
Healthcare Investors, Inc., a Maryland corporation, which pre-existing
obligations shall not interfere with Consultant's or O'Donovan's performance and
compliance with _____________
dt 134733
;
|
Ventas
As referenced in this Consulting Agreement:
Ventas, Inc – CONSULTING AGREEMENT
This CONSULTING AGREEMENT (the "Agreement") is made and entered into as
of the 10th day of February, 2002, by and between Ventas, Inc ., a Delaware
corporation (the "Company"), and Paragon Consulting Group, LLC, a Michigan
limited liability company (the "Consultant").
R E C I T _____________
VENTAS, INC – have each caused this Agreement to be executed by its officer thereunder duly
authorized as of the day and year first written above.
VENTAS, INC .
By: /s/ John C. Thompson
-------------------------
Its: Executive Vice President
PARAGON CONSULTING GROUP, LLC
By: /s/ DeAnn O'Donovan
-------------------------
Its: Principal
DeAnn O' _____________
dt 133521
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Asset Management and Consulting Agreement
Asset Management and Consulting Agreement (26K)
Doc #265115: Click preview link for longer preview.
ASSET MANAGEMENT AND CONSULTING AGREEMENT
This ASSET MANAGEMENT AND CONSULTING AGREEMENT (this "Agreement"), is entered into as of May 15, 2003 (the "Effective Date"), by and between Remington Hospitality, Inc., a Texas corporation ("Manager"), and Ashford Financial Corporation, a Texas corporation ("Consultant").
RECITALS
A. Reference is hereby made to those certain hotel management agreements (collectively, the "Management Agreements" or singularly, a "Management Agreement"), described on EXHIBIT A attached hereto, and covering those respective hotel properties more particularly described in each Management Agreement and on EXHIBIT A attached hereto (collectively, the "Properties" or singularly, a "Property").
B. Manager desires to engage Consultant, pursuant to the terms and conditions of this Agreement, to provide to Manager certain business and financial advice, asset management, consultation, information and services, as more particularly described and set forth on EXHIBIT B attached hereto (the "Services"), in connection with the Properties, the obligations of Manager under the Management Agreements, and otherwise.
NOW THEREFORE, in consideration of the covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Manager and Consultant, intending to be legally bound, agree as follows:
ARTICLE I ENGAGEMENT
SECTION 1.1 CONSULTANT'S ENGAGEMENT. Subject to the terms and conditions of this Agreement, Manager hereby engages and retains Consultant on a non-exclusive basis as an independent contractor to perform the Services, and Consultant hereby agrees to accept and undertake such engagement, and to perform the Services.
SECTION 1.2 TERM OF ENGAGEMENT. The term (the "Term") of this Agreement shall commence on the Effective Date and shall continue thereafter until all of the Management Agreements have expired (including all extension periods contained therein, if any) or been terminated, unless this Agreement is otherwise sooner terminated as provided herein.
SECTION 1.3 SCOPE OF AGREEMENT. During the Term of this Agreement, Consultant shall provide its expertise and undertake the performance of the Services as requested by Manager from time to time. Manager is not required to follow the advice rendered by Consultant. Notwithstanding the foregoing, it is expressly acknowledged and agreed that Consultant shall have no responsibility for the employment, supervision, training, compensation, promotion or discharge of any employees of Manager, and no employee hired for or with respect to the Properties shall be or shall be deemed to be an employee of Consultant.
{PAGE}
ARTICLE II DEFAULT AND TERMINATION
SECTION 2.1 EVENTS OF DEFAULT. The following shall constitute events of default (each an "Event of Default"):
(a) The filing of a voluntary petition in bankruptcy or insolvency or a petition for reorganization under any bankruptcy law by Manager or Consultant;
(b) The consent to any involuntary petition in bankruptcy or the failure to vacate within ninety (90) days from the date of entry thereof, any order approving an involuntary petition by Manager or Consultant;
(c) The entering of an order, judgment or decree by any court of competent jurisdiction, on the application of a creditor, adjudicating Manager or Consultant as bankrupt or insolvent, or approving a petition seeking reorganization or appointing a receiver, trustee, or liquidator of all or a substantial part of such party's assets, and such order, judgment or decree continues unstayed and in effect for any period of ninety (90) days or more;
(d) The appointment of a receiver for all or any substantial portion of the property of Manager or Consultant;
(e) The failure of Manager or Consultant to perform, keep or fulfill any of the other covenants, undertakings, obligations or conditions set forth in this Agreement, and the continuance of such default for a period of thirty (30) days after written notice of said failure; provided, however, if such default cannot be cured within such thirty (30) day period and Manager or Consultant, as the case may be, commences to cure such default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended so long as it shall require Manager or Consultant, as the case may be, in the exercise of due diligence to cure such default, it being agreed that no such extension shall be for a period in excess of one hundred twenty (120) days; or
(f) The failure of Manager to make any payment required to be made in accordance with the terms of this Agreement within ten (10) days after receipt of notice from Consultant specifying said default with reasonable specificity, when such payment is due and payable.
SECTION 2.2 CONSEQUENCE OF DEFAULT. Upon the occurrence of an Event of Default, the non-defaulting party may give the defaulting party written notice of intention to terminate this Agreement (after the expiration of any applicable grace or cure period provided in Section 2.1 above), and upon the expiration of thirty (30) days from the date of such notice, this Agreement shall terminate (the "Termination Date") and the non-defaulting party shall be entitled to exercise any rights and remedies, at law or in equity, under this Agreement or under applicable law. In the event this Agreement is terminated, then Consultant shall also be entitled to receive any and all amounts due Consultant under this Agreement through and, except for expense reimbursements, prorated to the Termination Date. Any indemnification obligations contained herein shall survive any termination of this Agreement.
265115
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Ashford
As referenced in this Asset Management and Consulting Agreement:
Ashford Hospitality
Trust, – by
Manager or Consultant without the prior written consent of the other party,
except that if this Agreement is assigned by Consultant to Ashford Hospitality
Trust, Inc., a Maryland corporation (the "REIT") or any subsidiary of the REIT,
and such assignment is consented to by Manager, then the _____________
dt 165525
;
| Remington Hospitality, Inc.
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Asset Management and Consulting Agreement
Asset Management and Consulting Agreement (26K)
Doc #265116: Click preview link for longer preview.
ASSET MANAGEMENT AND CONSULTING AGREEMENT
This ASSET MANAGEMENT AND CONSULTING AGREEMENT (this "Agreement"), is entered into as of May 15, 2003 (the "Effective Date"), by and between Remington Indianapolis Employers Corporation, a Texas corporation ("Manager"), and Ashford Financial Corporation, a Texas corporation ("Consultant").
RECITALS
A. Reference is hereby made to those certain hotel management agreements (collectively, the "Management Agreements" or singularly, a "Management Agreement"), described on EXHIBIT A attached hereto, and covering those respective hotel properties more particularly described in each Management Agreement and on EXHIBIT A attached hereto (collectively, the "Properties" or singularly, a "Property").
B. Manager desires to engage Consultant, pursuant to the terms and conditions of this Agreement, to provide to Manager certain business and financial advice, asset management, consultation, information and services, as more particularly described and set forth on EXHIBIT B attached hereto (the "Services"), in connection with the Properties, the obligations of Manager under the Management Agreements, and otherwise.
NOW THEREFORE, in consideration of the covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Manager and Consultant, intending to be legally bound, agree as follows:
ARTICLE I ENGAGEMENT
SECTION 1.1 CONSULTANT'S ENGAGEMENT. Subject to the terms and conditions of this Agreement, Manager hereby engages and retains Consultant on a non-exclusive basis as an independent contractor to perform the Services, and Consultant hereby agrees to accept and undertake such engagement, and to perform the Services.
SECTION 1.2 TERM OF ENGAGEMENT. The term (the "Term") of this Agreement shall commence on the Effective Date and shall continue thereafter until all of the Management Agreements have expired (including all extension periods contained therein, if any) or been terminated, unless this Agreement is otherwise sooner terminated as provided herein.
SECTION 1.3 SCOPE OF AGREEMENT. During the Term of this Agreement, Consultant shall provide its expertise and undertake the performance of the Services as requested by Manager from time to time. Manager is not required to follow the advice rendered by Consultant. Notwithstanding the foregoing, it is expressly acknowledged and agreed that Consultant shall have no responsibility for the employment, supervision, training, compensation, promotion or discharge of any employees of Manager, and no employee hired for or with respect to the Properties shall be or shall be deemed to be an employee of Consultant.
{PAGE}
ARTICLE II DEFAULT AND TERMINATION
SECTION 2.1 EVENTS OF DEFAULT. The following shall constitute events of default (each an "Event of Default"):
(a) The filing of a voluntary petition in bankruptcy or insolvency or a petition for reorganization under any bankruptcy law by Manager or Consultant;
(b) The consent to any involuntary petition in bankruptcy or the failure to vacate within ninety (90) days from the date of entry thereof, any order approving an involuntary petition by Manager or Consultant;
(c) The entering of an order, judgment or decree by any court of competent jurisdiction, on the application of a creditor, adjudicating Manager or Consultant as bankrupt or insolvent, or approving a petition seeking reorganization or appointing a receiver, trustee, or liquidator of all or a substantial part of such party's assets, and such order, judgment or decree continues unstayed and in effect for any period of ninety (90) days or more;
(d) The appointment of a receiver for all or any substantial portion of the property of Manager or Consultant;
(e) The failure of Manager or Consultant to perform, keep or fulfill any of the other covenants, undertakings, obligations or conditions set forth in this Agreement, and the continuance of such default for a period of thirty (30) days after written notice of said failure; provided, however, if such default cannot be cured within such thirty (30) day period and Manager or Consultant, as the case may be, commences to cure such default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended so long as it shall require Manager or Consultant, as the case may be, in the exercise of due diligence to cure such default, it being agreed that no such extension shall be for a period in excess of one hundred twenty (120) days; or
(f) The failure of Manager to make any payment required to be made in accordance with the terms of this Agreement within ten (10) days after receipt of notice from Consultant specifying said default with reasonable specificity, when such payment is due and payable.
SECTION 2.2 CONSEQUENCE OF DEFAULT. Upon the occurrence of an Event of Default, the non-defaulting party may give the defaulting party written notice of intention to terminate this Agreement (after the expiration of any applicable grace or cure period provided in Section 2.1 above), and upon the expiration of thirty (30) days from the date of such notice, this Agreement shall terminate (the "Termination Date") and the non-defaulting party shall be entitled to exercise any rights and remedies, at law or in equity, under this Agreement or under applicable law. In the event this Agreement is terminated, then Consultant shall also be entitled to receive any and all amounts due Consultant under this Agreement through and, except for expense reimbursements, prorated to the Termination Date. Any indemnification obligations contained herein shall survive any termination of this Agreement.
265116
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Ashford
As referenced in this Asset Management and Consulting Agreement:
Ashford Hospitality
Trust, – by
Manager or Consultant without the prior written consent of the other party,
except that if this Agreement is assigned by Consultant to Ashford Hospitality
Trust, Inc., a Maryland corporation (the "REIT") or any subsidiary of the REIT,
and such assignment is consented to by Manager, then the _____________
dt 165526
;
| Remington Indianapolis Employers Corporation
|
| Preview
Full Doc
 | 2003 |
Asset Management and Consulting Agreement
Asset Management and Consulting Agreement (26K)
Doc #265117: Click preview link for longer preview.
ASSET MANAGEMENT AND CONSULTING AGREEMENT
This ASSET MANAGEMENT AND CONSULTING AGREEMENT (this "Agreement"), is entered into as of May 15, 2003 (the "Effective Date"), by and between Remington Milford Hotel Employers Corporation, a Texas corporation ("Manager"), and Ashford Financial Corporation, a Texas corporation ("Consultant").
RECITALS
A. Reference is hereby made to those certain hotel management agreements (collectively, the "Management Agreements" or singularly, a "Management Agreement"), described on EXHIBIT A attached hereto, and covering those respective hotel properties more particularly described in each Management Agreement and on EXHIBIT A attached hereto (collectively, the "Properties" or singularly, a "Property").
B. Manager desires to engage Consultant, pursuant to the terms and conditions of this Agreement, to provide to Manager certain business and financial advice, asset management, consultation, information and services, as more particularly described and set forth on EXHIBIT B attached hereto (the "Services"), in connection with the Properties, the obligations of Manager under the Management Agreements, and otherwise.
NOW THEREFORE, in consideration of the covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Manager and Consultant, intending to be legally bound, agree as follows:
ARTICLE I ENGAGEMENT
SECTION 1.1 CONSULTANT'S ENGAGEMENT. Subject to the terms and conditions of this Agreement, Manager hereby engages and retains Consultant on a non-exclusive basis as an independent contractor to perform the Services, and Consultant hereby agrees to accept and undertake such engagement, and to perform the Services.
SECTION 1.2 TERM OF ENGAGEMENT. The term (the "Term") of this Agreement shall commence on the Effective Date and shall continue thereafter until all of the Management Agreements have expired (including all extension periods contained therein, if any) or been terminated, unless this Agreement is otherwise sooner terminated as provided herein.
SECTION 1.3 SCOPE OF AGREEMENT. During the Term of this Agreement, Consultant shall provide its expertise and undertake the performance of the Services as requested by Manager from time to time. Manager is not required to follow the advice rendered by Consultant. Notwithstanding the foregoing, it is expressly acknowledged and agreed that Consultant shall have no responsibility for the employment, supervision, training, compensation, promotion or discharge of any employees of Manager, and no employee hired for or with respect to the Properties shall be or shall be deemed to be an employee of Consultant.
{PAGE}
ARTICLE II DEFAULT AND TERMINATION
SECTION 2.1 EVENTS OF DEFAULT. The following shall constitute events of default (each an "Event of Default"):
(a) The filing of a voluntary petition in bankruptcy or insolvency or a petition for reorganization under any bankruptcy law by Manager or Consultant;
(b) The consent to any involuntary petition in bankruptcy or the failure to vacate within ninety (90) days from the date of entry thereof, any order approving an involuntary petition by Manager or Consultant;
(c) The entering of an order, judgment or decree by any court of competent jurisdiction, on the application of a creditor, adjudicating Manager or Consultant as bankrupt or insolvent, or approving a petition seeking reorganization or appointing a receiver, trustee, or liquidator of all or a substantial part of such party's assets, and such order, judgment or decree continues unstayed and in effect for any period of ninety (90) days or more;
(d) The appointment of a receiver for all or any substantial portion of the property of Manager or Consultant;
(e) The failure of Manager or Consultant to perform, keep or fulfill any of the other covenants, undertakings, obligations or conditions set forth in this Agreement, and the continuance of such default for a period of thirty (30) days after written notice of said failure; provided, however, if such default cannot be cured within such thirty (30) day period and Manager or Consultant, as the case may be, commences to cure such default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended so long as it shall require Manager or Consultant, as the case may be, in the exercise of due diligence to cure such default, it being agreed that no such extension shall be for a period in excess of one hundred twenty (120) days; or
(f) The failure of Manager to make any payment required to be made in accordance with the terms of this Agreement within ten (10) days after receipt of notice from Consultant specifying said default with reasonable specificity, when such payment is due and payable.
SECTION 2.2 CONSEQUENCE OF DEFAULT. Upon the occurrence of an Event of Default, the non-defaulting party may give the defaulting party written notice of intention to terminate this Agreement (after the expiration of any applicable grace or cure period provided in Section 2.1 above), and upon the expiration of thirty (30) days from the date of such notice, this Agreement shall terminate (the "Termination Date") and the non-defaulting party shall be entitled to exercise any rights and remedies, at law or in equity, under this Agreement or under applicable law. In the event this Agreement is terminated, then Consultant shall also be entitled to receive any and all amounts due Consultant under this Agreement through and, except for expense reimbursements, prorated to the Termination Date. Any indemnification obligations contained herein shall survive any termination of this Agree |