THIS SERVICES AGREEMENT (Agreement) is entered into as of _____________ (Effective Date), between [OWNER], a [STATE] limited liability company (Owner), [TRS], a [STATE] limited liability company, operator of the [Hotel Name] located at [Hotel Address], (Operator) both with an address of 1635 43rd Street South, Suite 205, Fargo, North Dakota 58103, and One Rep Construction LLC, a North Dakota limited liability company (One Rep) with an address of 1635 43rd Street South, Suite 305, Fargo, North Dakota 58103.
In consideration of the mutual covenants in this Agreement, Owner, Operator, and One Rep agree as follows:
1. Services. One Rep shall provide the necessary selection of architectural, design and brand approval in preparation of a remodel or construction project (the “Project”). One Rep will scope and bid the project, provide a timeline, and select the general contractor and other vendors as required to complete the job. In addition, One Rep will provide construction oversite and project management, procurement, franchise completion checklist, executive, accounting, administrative and/or other services as offered by One Rep, or to the extent requested by Owner and/or Operator (all services provided in the previous three sentences collectively, the “Services”). Services provided by One Rep related to due diligence review shall include but are not limited to those provided in Enclosure One. All Services furnished hereunder shall be provided promptly, in accordance with all applicable laws, rules and regulations, in a first-class, professional manner, and with the same degree of care that One Rep employs in providing similar Services to other persons or for its own operations, but in no event less than industry standards for provision of such services. One Rep may, at its option, provide the Services via, using or with the assistance of one or more current or future affiliates, subsidiaries, service providers or agents of One Rep, but shall remain responsible for ensuring that the Services provided conform to the requirements of this Agreement. In addition to the Services, One Rep may provide a review and assessment of the Project, including but not limited to estimated costs for a potential property improvement plan (the “Acquisitions Services”).
a. Services Fee. In exchange for the provision of the Services by One Rep, unless otherwise agreed to in writing, Owner and Operator agree to pay a rate of 6% multiplied against the total project cost (the “Services Fee”). If necessary, Parties will reconcile total amounts paid within 45 days after the completion of any Services. All reasonable out-of-pocket expenses incurred on the Owner and/or Operator’s behalf will be paid by the Owner. For purposes of clarity, expenses for independent contractors utilized by One Rep, with the exception of reasonable travel costs incurred by such independent contractors, will be incurred and paid by One Rep.
b. Acquisitions Cost. In exchange for the provision of the Acquisitions Services, unless otherwise agreed to in writing, Owner and Operator agree to pay for all costs and expenses incurred on behalf of the Owner and/or Operator in connection with the provision of such Acquisitions Services.
3. Term and Termination. The term of this Agreement will commence on the Effective Date and shall continue until 45 days after the receipt of final inspection from Owner and/or Operator which will approve the completion of scope. Notwithstanding the foregoing, either party may, at its option, terminate this Agreement at the end of any existing term by providing written notice to the other party of its intent to terminate this Agreement at least thirty (30) days prior to the end of the then existing