AGENCY; HOTEL EMPLOYEES. 4.1. In the performance of its duties as Operator of the Hotels, Operator shall act solely as agent of Owner. Nothing in this Agreement shall constitute or be construed to be or create a partnership or joint venture between Owner and Operator. Except as otherwise provided in this Agreement, (a) all debts and liabilities to third persons incurred by Operator in the course of its operation and management of the Hotels in accordance with the provisions of this Agreement shall be the debts and liabilities of Owner only and (b) except to the extent provided in Section 23.1, Operator shall not be liable for any such obligations by reason of its management, supervision, direction and operation of the Hotel as agent for Owner. Operator may so inform third parties with whom it deals on behalf of Owner and may take any other reasonable steps to carry out the intent of this paragraph. 4.2. All Hotel Employees shall be employees of Operator or an affiliate. All compensation (including without limitation all wages, fringe benefits and severance payments) of the Hotel Employees shall be an Operating Expense (as defined in Section 10.2) and shall be borne by Owner and paid or reimbursed to Operator out of the Agency Account (as hereinafter defined) or if the amounts therein are insufficient by Owner upon demand therefor by Operator. Owner acknowledges and agrees that (a) Operator shall have the right to institute bonus programs for the Hotel Employees so long as such policies are reasonable and customary in the industry and (b) Operator shall have the right to institute severance payment policies for the Hotel Employees so long as such policies are consistent with Operator’s severance payment policies in effect from time to time for other similar hotels managed by Operator and its affiliates. Operator’s current severance payment policy is attached hereto as Exhibit D, and Operator shall obtain Owner’s prior consent before implementing any material changes to such policy at the Hotels. 4.3. Operator may, subject to the Budgets, enroll the Hotel Employees in retirement, health and welfare employee benefit plans substantially similar to corresponding plans implemented in other hotels with similar service levels managed by Operator or similar hotels in the areas of the Hotel. Such plans may be joint plans for the benefit of employees at more than one hospitality property owned, leased or managed by Operator or its affiliates. Employer contributions to such plans (including any withdrawal liability incurred upon termination of this Agreement) and reasonable administrative fees which Operator may expend in connection therewith shall be the responsibility of Owner and shall be an Operating Expense. The administrative expenses of any joint plans will be equitably apportioned by Operator among properties covered by such plan. The apportionment for each Hotel shall be based upon the total costs of the administrative expenses multiplied by a fraction, the numerator of which is the total payroll expense of the Hotel, and the denominator of which is the total payroll expense of all hotels participating in the joint plans. Owner hereby acknowledges and agrees that (a) any employee benefit plan withdrawal liability and (b) compliance with the provisions of the Worker Adjustment and Retraining Notification Act and/or any similar state or local laws (together with all rules and regulations promulgated thereunder and including without limitation any such state or local laws, the “WARN Act”) upon any disposition of a Hotel, upon any termination of this Agreement or upon the occurrence of any other event giving rise to the application of the WARN Act are the responsibility and obligation of Owner, and Owner hereby agrees to indemnify, defend and hold Operator harmless from and against any cost, expense, obligation, claim or other liability which Operator may incur arising out of or in connection with any employee benefit plan withdrawal liability or any breach or claimed breach of the WARN Act in connection with any such disposition, termination or other occurrence; provided, however, in the event that Operator receives notice of termination of this Agreement with sufficient time to comply with the WARN Act but fails to satisfy the applicable WARN Act requirements, then Operator shall indemnify, defend, and hold harmless Owner from and against any cost, expense, obligation, claim or other liability which Owner may incur arising out of such failure by Operator. 4.4. Operator, in its discretion but subject to the Budgets (unless otherwise approved by Owner), may, as an Operating Expense of the Hotels, (i) provide lodging for Operator’s executive employees to the extent they are visiting the Hotels in connection with the performance of Operator’s services and allow them the use of Hotel facilities and (ii) provide the General Manager of the Hotels and other Hotel Employees temporary living quarters within the Hotels and the use of all Hotel facilities, in either case without charge, as the case may be, but for no more than an aggregate of sixty (60) days without the Owner’s prior written consent. 4.5. Operator shall not be liable for any failure of the Hotels to comply prior to the Commencement Date with any federal, state, local and foreign statutes, laws, ordinances, regulations, rules, permits, judgments, orders and decrees affecting labor union activities, civil rights or employment in the United States, including, without limitation, the Civil Rights Act of 1870, 42 U.S.C. §1981, the Civil Rights Acts of 1871, 42 U.S.C. §1983 the Fair Labor Standards Act, 29 U.S.C. §201, et seq., the Civil Rights Act of 1964, 42 U.S.C. §2000e, et seq., as amended, the Age Discrimination in Employment Act of 1967, 29 U.S.C. §621, et seq., the Xxxxxxxxxxxxxx Xxx, 00 X.X.X. §000, et seq., the Americans With Disabilities Act of 1990, 00 X.X.X. §000, 00 X.X.X. §00000, et seq., the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 301, et seq., the Equal Pay Act, 29 U.S.C. §201, et seq., the National Labor Relations Act, 29 U.S.C. §151, et seq., and any regulations promulgated pursuant to such statutes (collectively, as amended from time to time, and together with any similar laws now or hereafter enacted, the “Employment Laws”). 4.6. Operator shall from time to time develop and implement policies, procedures and programs for the Hotels (collectively, the “Employment Policies”) reasonably designed to effect compliance with the Employment Laws. The Employment Policies shall be consistent with industry standards from time to time for reputable hotel management companies. 4.7. Notwithstanding anything stated herein to the contrary, the hiring of any new candidates for the Key Hotel Personnel positions shall be subject to Owner’s approval, not to be unreasonably withheld so long as the candidate is reasonably qualified to perform the position based on the candidate’s education and experience. If requested by Owner, Operator shall make a candidate for a Key Hotel Personnel position available to interview with Owner’s representative at Owner’s offices (or other mutually agreeable location) at a mutually agreeable reasonable time. In the event Owner fails to respond in writing to a request for approval from Operator within five (5) days of the latter of (i) such request, or (ii) the provision to Owner of a written summary of such candidate’s education, professional experience and qualifications, Owner shall be deemed to have provided such approval. If Owner becomes dissatisfied with the performance of any Key Hotel Personnel, Owner may meet with senior management of the Operator to resolve such dissatisfaction. Operator will give Owner not less than fourteen (14) days prior notice of any proposed transfer of any Key Hotel Personnel. For the purposes hereof, “Key Hotel Personnel” shall be defined as the following individuals, to the extent employed at a Hotel: General Manager. 4.8. Operator, as the sole employer, shall have the duty and responsibility to negotiate with any labor union lawfully entitled to represent its Hotel Employees. Operator shall consult with Owner before and during any discussions about strategies, objectives, tactics, proposals and agreements as well as keep the Owner fully informed as to the progress of any negotiations and any agreements that are reached. Nothing in this Section 4.8 shall require Operator to employ persons belonging to labor unions. In addition, Operator shall consult with Owner during the course of any negotiations with such labor union. Operator shall use diligent efforts to settle and compromise all controversies and disputes arising under any labor union contracts affecting the Hotel Employees upon such terms and conditions as Operator reasonably deems to be in Owner’s best interests. Notwithstanding any term of this Agreement Operator may enter into no labor union agreement, settlement or compromise that shall be binding upon Owner (either directly or as a successor under any agreement or indirectly as an agreement covering union representation or Operator’s policies with respect to wages and conditions applicable to the Hotels) without the prior written consent of Owner, which consent shall not be unreasonably withheld or delayed.
Appears in 2 contracts
Samples: Hotel Management Agreement (Summit Hotel Properties, Inc.), Hotel Management Agreement (Summit Hotel OP, LP)
AGENCY; HOTEL EMPLOYEES. 4.15.1. In the performance of its duties as Operator of the HotelsHotel, Operator shall act solely as agent of Owner. Nothing in this Agreement shall constitute or be construed to be or create a partnership or joint venture between Owner and Operator. Except as otherwise provided in this Agreement, (a) all debts and liabilities to third persons incurred by Operator in the course of its operation and management of the Hotels Hotel in accordance with the provisions of this Agreement shall be the debts and liabilities of Owner only and (b) except to the extent provided in Section 23.1, Operator shall not be liable for any such obligations by reason of its management, supervision, direction and operation of the Hotel as agent for Owner. Operator may so inform third parties with whom it deals on behalf of Owner and may take any other reasonable steps to carry out the intent of this paragraph.
4.25.2. All Notwithstanding the provisions of Section 5.1, all Hotel Employees shall be employees of Operator or an affiliateOperator. All compensation (including without limitation all wages, fringe benefits and severance payments) of the Hotel Employees shall be an Operating Expense (as defined in Section 10.2) and shall be borne by Owner and paid or reimbursed to Operator out of the Agency Account (as hereinafter defined) or if the amounts therein are insufficient by Owner upon demand therefor by Operator. Owner acknowledges and agrees that (a) Operator shall have the right to institute bonus programs for the Hotel Employees so long as such policies are reasonable and customary in the industry and (b) Operator shall have the right to institute severance payment policies for the Hotel Employees so long as such policies are consistent with Operator’s severance payment policies in effect from time to time for other similar hotels managed by Operator and its affiliates11.2).
5.3. Operator’s current severance payment policy is attached hereto as Exhibit D, and Operator shall obtain with Owner’s 's prior consent before implementing any material changes to such policy at the Hotels.
4.3. Operator mayapproval, subject to the Budgets, may enroll the Hotel Employees in retirementpension, health medical and welfare health, life insurance and similar employee benefit plans substantially similar to corresponding plans implemented in other hotels with similar first-class, full-service levels managed by Operator or similar hotels in the areas area of the Hotel. Such plans may may, with Owner's prior approval, be joint plans for the benefit of employees at more than one hospitality property hotel or motel owned, leased or managed by Operator or its affiliates. Employer contributions to such plans (including any withdrawal liability incurred upon termination of this Agreement) and reasonable administrative fees which Operator may expend in connection therewith shall be the responsibility of Owner and shall be an Operating Expense. The administrative expenses of any joint plans will be equitably apportioned by Operator among properties covered by such plan. The apportionment for each Hotel shall be based upon the total costs of the administrative expenses multiplied by a fraction, the numerator of which is the total payroll expense of the Hotel, and the denominator of which is the total payroll expense of all hotels participating in the joint plans. Owner hereby acknowledges and agrees that (a) any employee benefit plan withdrawal liability and (b) compliance with the provisions of the Worker Adjustment and Retraining Notification Act and/or any similar state or local laws (together with all rules and regulations promulgated thereunder and including without limitation any such state or local laws, the “WARN Act”) upon any disposition of a Hotel, upon any termination of this Agreement or upon the occurrence of any other event giving rise to the application of the WARN Act are the responsibility and obligation of Owner, and Owner hereby agrees to indemnify, defend and hold Operator harmless from and against any cost, expense, obligation, claim or other liability which Operator may incur arising out of or in connection with any employee benefit plan withdrawal liability or any breach or claimed breach of the WARN Act in connection with any such disposition, termination or other occurrence; provided, however, in the event that Operator receives notice of termination of this Agreement with sufficient time to comply with the WARN Act but fails to satisfy the applicable WARN Act requirements, then Operator shall indemnify, defend, and hold harmless Owner from and against any cost, expense, obligation, claim or other liability which Owner may incur arising out of such failure by Operator.
4.45.4. Operator, in its discretion but subject to the Budgets (unless otherwise approved by Owner)discretion, may, as an Operating Expense of the Hotels, may (i) provide lodging for Operator’s 's executive employees to the extent they are visiting the Hotels Hotel in connection with the performance of Operator’s 's services and allow them the use of Hotel facilities and (ii) provide the General Manager of the Hotels Hotel and other Hotel Employees temporary living quarters within the Hotels Hotel and the use of all Hotel facilities, in either case at a discounted price or without charge, charge as the case may be; provided, but however, that any such use or discount shall not exceed that which is customary and usual in the operation of other first-class, full-service hotels, unless otherwise required by applicable union contract or previously approved by Owner. Each Monthly Report (as defined in Article IX) shall indicate the extent, if any, to which Operator has provided such lodging or other services under this Section for no more than an aggregate of sixty (60) days without the Owner’s prior written consentapplicable month.
4.55.5. Operator shall not be liable for any failure of the Hotels Hotel to comply prior to the Commencement Date with any all federal, state, local and foreign statutes, laws, ordinances, regulations, rules, permits, judgments, orders and decrees affecting labor union activities, civil rights or employment in the United States, including, without limitation, the Civil Rights Act of 1870, 42 U.S.C. §Sections 1981, the Civil Rights Acts of 1871, 42 U.S.C. §Sections 1983 the Fair Labor Standards Act, 29 U.S.C. §Sections 201, et seq., the Civil Rights Act of 1964, 42 U.S.C. §Sections 2000e, et seq., as amended, the Age Discrimination in Employment Act of 1967, 29 U.S.C. §Sections 621, et seq., the Xxxxxxxxxxxxxx XxxRehabilitation Act, 00 X.X.X. §00029 U.S.C. Sections 701, et seq., the Americans With Disabilities Act of 1990, 00 X.X.X. §00029 U.S.C. Sections 706, 00 X.X.X. §0000042 U.S.C. Sections 12101, et seq., the Employee Retirement Income Security Act of 1974, 29 U.S.C. § Sections 301, et seq., the Equal Pay Act, 29 U.S.C. §Sections 201, et seq., the National Labor Relations Act, 29 U.S.C. §Sections 151, et seq., and any regulations promulgated pursuant to such statutes (collectively, as amended from time to time, and together with any similar laws now or hereafter enacted, the “"Employment Laws”").
4.65.6. Operator shall from time to time develop and implement policies, procedures and programs for the Hotels Hotel (collectively, the “"Employment Policies”") reasonably designed to effect compliance with the Employment Laws. The Employment Policies shall be consistent with industry standards from time to time for reputable hotel management companiescompanies managing first-class, full-service hotels. Operator shall regularly review, and modify as necessary, the Employment Policies in consultation with reputable counsel experienced in employment law.
4.75.7. Notwithstanding anything stated herein Operator shall periodically make recommendations to Owner with respect to the contrary, the hiring desirability of any new candidates maintaining Employment Practices Liability Insurance ("Employment Insurance") for the Key Hotel Personnel positions shall be subject to Owner’s approval, not to be unreasonably withheld so long as the candidate is reasonably qualified to perform the position based on the candidate’s education benefit of Owner and experience. If requested by Owner, Operator shall make a candidate for a Key Hotel Personnel position available to interview with Owner’s representative at Owner’s offices (or other mutually agreeable location) at a mutually agreeable reasonable time. In the event Owner fails to respond in writing to a request for approval from Operator within five (5) days of the latter of (i) such request, or (ii) the provision to Owner of a written summary of such candidate’s education, professional experience and qualifications, Owner shall be deemed to have provided such approvalOperator. If Owner becomes dissatisfied with shall approve the performance purchase of any Key Hotel PersonnelEmployment Insurance, Owner may meet with senior management of the Operator to resolve premium for such dissatisfaction. Operator will give Owner not less insurance (or an allocable amount in the event that more than fourteen (14one hotel is covered by such policy) days prior notice of any proposed transfer of any Key Hotel Personnel. For the purposes hereof, “Key Hotel Personnel” shall be defined as the following individuals, to the extent employed at a Hotel: General Manageran Operating Expense.
4.8. Operator, as the sole employer, shall have the duty and responsibility to negotiate with any labor union lawfully entitled to represent its Hotel Employees. Operator shall consult with Owner before and during any discussions about strategies, objectives, tactics, proposals and agreements as well as keep the Owner fully informed as to the progress of any negotiations and any agreements that are reached. Nothing in this Section 4.8 shall require Operator to employ persons belonging to labor unions. In addition, Operator shall consult with Owner during the course of any negotiations with such labor union. Operator shall use diligent efforts to settle and compromise all controversies and disputes arising under any labor union contracts affecting the Hotel Employees upon such terms and conditions as Operator reasonably deems to be in Owner’s best interests. Notwithstanding any term of this Agreement Operator may enter into no labor union agreement, settlement or compromise that shall be binding upon Owner (either directly or as a successor under any agreement or indirectly as an agreement covering union representation or Operator’s policies with respect to wages and conditions applicable to the Hotels) without the prior written consent of Owner, which consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
AGENCY; HOTEL EMPLOYEES. 4.1. In the performance of its duties as Operator of the Hotels, Operator shall act solely as agent of Owner. Nothing in this Agreement shall constitute or be construed to be or create a partnership or joint venture between Owner and Operator. Except as otherwise provided in this Agreement, (a) all debts and liabilities to third persons incurred by Operator in the course of its operation and management of the Hotels in accordance with the provisions of this Agreement shall be the debts and liabilities of Owner only and (b) except to the extent provided in Section 23.1, Operator shall not be liable for any such obligations by reason of its management, supervision, direction and operation of the Hotel as agent for Owner. Operator may so inform third parties with whom it deals on behalf of Owner and may take any other reasonable steps to carry out the intent of this paragraph.
4.2. All Hotel Employees shall be employees of Operator or an affiliate. All compensation (including without limitation all wages, fringe benefits and severance payments) of the Hotel Employees shall be an Operating Expense (as defined in Section 10.2) and shall be borne by Owner and paid or reimbursed to Operator out of the Agency Account (as hereinafter defined) or if the amounts therein are insufficient by Owner upon demand therefor by Operator. Owner acknowledges and agrees that (a) Operator shall have the right to institute bonus programs for the Hotel Employees so long as such policies are reasonable and customary in the industry and (b) Operator shall have the right to institute severance payment policies for the Hotel Employees so long as such policies are consistent with Operator’s severance payment policies in effect from time to time for other similar hotels managed by Operator and its affiliates. Operator’s current severance payment policy is attached hereto as Exhibit D, and Operator shall obtain Owner’s prior consent before implementing any material changes to such policy at the Hotels.
4.3. Operator may, subject to the Budgets, enroll the Hotel Employees in retirement, health and welfare employee benefit plans substantially similar to corresponding plans implemented in other hotels with similar service levels managed by Operator or similar hotels in the areas of the Hotel. Such plans may be joint plans for the benefit of employees at more than one hospitality property owned, leased or managed by Operator or its affiliates. Employer contributions to such plans (including any withdrawal liability incurred upon termination of this Agreement) and reasonable administrative fees which Operator may expend in connection therewith shall be the responsibility of Owner and shall be an Operating Expense. The administrative expenses of any joint plans will be equitably apportioned by Operator among properties covered by such plan. The apportionment for each Hotel shall be based upon the total costs of the administrative expenses multiplied by a fraction, the numerator of which is the total payroll expense of the Hotel, and the denominator of which is the total payroll expense of all hotels participating in the joint plans. Owner hereby acknowledges and agrees that (a) any employee benefit plan withdrawal liability and (b) compliance with the provisions of the Worker Adjustment and Retraining Notification Act and/or any similar state or local laws (together with all rules and regulations promulgated thereunder and including without limitation any such state or local laws, the “WARN Act”) upon any disposition of a Hotel, upon any termination of this Agreement or upon the occurrence of any other event giving rise to the application of the WARN Act are the responsibility and obligation of Owner, and Owner hereby agrees to indemnify, defend and hold Operator harmless from and against any cost, expense, obligation, claim or other liability which Operator may incur arising out of or in connection with any employee benefit plan withdrawal liability or any breach or claimed breach of the WARN Act in connection with any such disposition, termination or other occurrence; provided, however, in the event that Operator receives notice of termination of this Agreement with sufficient time to comply with the WARN Act but fails to satisfy the applicable WARN Act requirements, then Operator shall indemnify, defend, and hold harmless Owner from and against any cost, expense, obligation, claim or other liability which Owner may incur arising out of such failure by Operator.
4.4. Operator, in its discretion but subject to the Budgets (unless otherwise approved by Owner), may, as an Operating Expense of the Hotels, (i) provide lodging for Operator’s executive employees to the extent they are visiting the Hotels in connection with the performance of Operator’s services and allow them the use of Hotel facilities and (ii) provide the General Manager of the Hotels and other Hotel Employees temporary living quarters within the Hotels and the use of all Hotel facilities, in either case without charge, as the case may be, but for no more than an aggregate of sixty (60) days without the Owner’s prior written consent.
4.5. Operator shall not be liable for any failure of the Hotels to comply prior to the Commencement Date with any federal, state, local and foreign statutes, laws, ordinances, regulations, rules, permits, judgments, orders and decrees affecting labor union activities, civil rights or employment in the United States, including, without limitation, the Civil Rights Act of 1870, 42 U.S.C. §1981, the Civil Rights Acts of 1871, 42 U.S.C. §1983 the Fair Labor Standards Act, 29 U.S.C. §201, et seq., the Civil Rights Act of 1964, 42 U.S.C. §2000e, et seq., as amended, the Age Discrimination in Employment Act of 1967, 29 U.S.C. §621, et seq., the Xxxxxxxxxxxxxx Xxx, 00 X.X.X. §000, et seq., the Americans With Disabilities Act of 1990, 00 X.X.X. §000, 00 X.X.X. §00000, et seq., the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 301, et seq., the Equal Pay Act, 29 U.S.C. §201, et seq., the National Labor Relations Act, 29 U.S.C. §151, et seq., and any regulations promulgated pursuant to such statutes (collectively, as amended from time to time, and together with any similar laws now or hereafter enacted, the “Employment Laws”).
4.6. Operator shall from time to time develop and implement policies, procedures and programs for the Hotels (collectively, the “Employment Policies”) reasonably designed to effect compliance with the Employment Laws. The Employment Policies shall be consistent with industry standards from time to time for reputable hotel management companies.
4.7. Notwithstanding anything stated herein to the contrary, the hiring of any new candidates for the Key Hotel Personnel positions shall be subject to Owner’s approval, not to be unreasonably withheld so long as the candidate is reasonably qualified to perform the position based on the candidate’s education and experience. If requested by Owner, Operator shall make a candidate for a Key Hotel Personnel position available to interview with Owner’s representative at Owner’s offices (or other mutually agreeable location) at a mutually agreeable reasonable time. In the event Owner fails to respond in writing to a request for approval from Operator within five (5) days of the latter of (i) such request, or (ii) the provision to Owner of a written summary of such candidate’s education, professional experience and qualifications, Owner shall be deemed to have provided such approval. If Owner becomes dissatisfied with the performance of any Key Hotel Personnel, Owner may meet with senior management of the Operator to resolve such dissatisfaction. Operator will give Owner not less than fourteen (14) days prior notice of any proposed transfer of any Key Hotel Personnel. For the purposes hereof, “Key Hotel Personnel” shall be defined as the following individuals, to the extent employed at a Hotel: General Manager.
4.8. Operator, as the sole employer, shall have the duty and responsibility to negotiate with any labor union lawfully entitled to represent its Hotel Employees. Operator shall consult with Owner before and during any discussions about strategies, objectives, tactics, proposals and agreements as well as keep the Owner fully informed as to the progress of any negotiations and any agreements that are reached. Nothing in this Section 4.8 shall require Operator to employ persons belonging to labor unions. In addition, Operator shall consult with Owner during the course of any negotiations with such labor union. Operator shall use diligent efforts to settle and compromise all controversies and disputes arising under any labor union contracts affecting the Hotel Employees upon such terms and conditions as Operator reasonably deems to be in Owner’s best interests. Notwithstanding any term of this Agreement Operator may enter into no labor union agreement, settlement or compromise that shall be binding upon Owner (either directly or as a successor under any agreement or indirectly as an agreement covering union representation or Operator’s policies with respect to wages and conditions applicable to the Hotels) without the prior written consent of Owner, which consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Samples: Hotel Management Agreement (Summit Hotel Properties, Inc.)
AGENCY; HOTEL EMPLOYEES. 4.15.1. In the performance of its duties as Operator of the HotelsHotel, Operator shall act solely as agent of Owner. Nothing in this Agreement shall constitute or be construed to be or create a partnership or joint venture between Owner and Operator. Except as otherwise provided in this AgreementAgreement (including without limitation Article 21 below), (a) all debts and liabilities to third persons incurred by Operator in the course of its operation and management of the Hotels Hotel in accordance with the provisions of this Agreement shall be the debts and liabilities of Owner only and (b) except to the extent provided in Section 23.1, Operator shall not be liable for any such obligations by reason of its management, supervision, direction and operation of the Hotel as agent for Owner. Operator may so inform third parties with whom it deals on behalf of Owner and may take any other reasonable steps to carry out the intent of this paragraph.
4.25.2. All Hotel Employees shall be employees of Operator or an affiliateOperator. All compensation (including without limitation all wages, wages and fringe benefits and severance paymentsbenefits) of the Hotel Employees shall shall, subject to the Budgets, be an Operating Expense (as defined in Section 10.211.2) and shall be borne by Owner and paid or reimbursed to Operator out of the Agency Account (as hereinafter defined) ), or if the amounts therein are insufficient insufficient, by Owner upon demand therefor by Operator. Owner acknowledges and agrees that (a) Operator shall have the right to institute bonus programs for the Hotel Employees so long as such policies are reasonable and customary in the industry and (b) Operator shall have the right to institute severance payment policies for the Hotel Employees so long as such policies are may consistent with Operator’s severance payment policies in effect from time to time for other similar hotels managed by Operator and its affiliates. Operator’s current severance payment policy is attached hereto as Exhibit D, and Operator shall obtain Owner’s prior consent before implementing any material changes to such policy at the Hotels.
4.3. Operator may, subject to the Budgets, Budgets enroll the Hotel Employees in retirementpension, health medical and welfare health, life insurance and similar employee benefit plans ("BENEFIT PLANS") substantially similar to corresponding plans implemented reasonably necessary to attract and retain employees and generally remain competitive. Owner agrees that the Benefit Plans in other hotels with similar service levels managed by Operator or similar hotels in the areas effect as of the Hoteldate hereof satisfy the foregoing standard. Such plans The Benefits Plans may be joint plans for the benefit of employees at more than one hospitality property hotel or motel owned, leased or managed by Operator or its affiliatesAffiliates. Employer contributions to such plans (including any withdrawal liability incurred upon termination of this Agreement) and reasonable administrative fees (but without further mark-up by Operator), which Operator may expend in connection therewith therewixx, shall be the responsibility of Owner and shall be an Operating Expense. The administrative expenses of any joint plans will be equitably apportioned by Operator among properties covered by such plan. The apportionment for each Hotel shall be based upon the total costs of the administrative expenses multiplied by a fraction, the numerator of which is the total payroll expense of the Hotel, and the denominator of which is the total payroll expense of all hotels participating in the joint plans. Owner hereby acknowledges and agrees that (a) any employee benefit plan withdrawal liability and (b) compliance with the provisions of the Worker Adjustment and Retraining Notification Act and/or any similar state or local laws (together with all rules and regulations promulgated thereunder and including without limitation any such state or local laws, the “WARN Act”) upon any disposition of a Hotel, upon any termination of this Agreement or upon the occurrence of any other event giving rise to the application of the WARN Act are the responsibility and obligation of Owner, and Owner hereby agrees to indemnify, defend and hold Operator harmless from and against any cost, expense, obligation, claim or other liability which Operator may incur arising out of or in connection with any employee benefit plan withdrawal liability or any breach or claimed breach of the WARN Act in connection with any such disposition, termination or other occurrence; provided, however, in the event that Operator receives notice of termination of this Agreement with sufficient time to comply with the WARN Act but fails to satisfy the applicable WARN Act requirements, then Operator shall indemnify, defend, and hold harmless Owner from and against any cost, expense, obligation, claim or other liability which Owner may incur arising out of such failure by Operator.
4.45.3. Operator, in its discretion but subject to the Budgets (unless otherwise approved by Owner)discretion, may, as an Operating Expense of the Hotels, may (i) provide lodging for Operator’s 's executive employees to the extent they are and corporate staff visiting the Hotels Hotel in connection with the performance of Operator’s 's services and allow them the use of the Hotel facilities and (ii) provide the General Manager management of the Hotels and other Hotel Employees with temporary living quarters within the Hotels Hotel and the use of all Hotel facilities, in either case at a discounted price or without charge as the case may be. Operator shall, on a space available basis provide lodging at the Hotel for Owner's employees and directors visiting the Hotel and allow them the use of all Hotel facilities in either case without charge, except for recreational facilities for which a charge will apply.
5.4. During the term of this Agreement and for a period of two (2) years thereafter, Owner agrees that it (and its Affiliates) will not, without the prior written consent of Operator, either directly or indirectly, alone or in conjunction with any other person or entity, (a) solicit or attempt to solicit any general manager (each, a "GENERAL MANAGER" and, collectively, "GENERAL MANAGERS") of the Hotel or any other hotels managed by Operator (provided that in the event Manager or its Affiliates manage one hundred (100) or more hotels for third parties that are not Affiliates of Owner, the foregoing shall only apply to General Managers of hotels managed by Operator for Owner) or any of Operator's corporate level (i.e., not engaged full time in the operation of the Hotel) employees or staff (the "EXECUTIVE EMPLOYEES"; collectively, the General Manager and Executive Employees, the "KEY EMPLOYEES") to terminate, alter or lessen Key Employees' employment or affiliation with Operator or to violate the terms of any agreement or understanding between any such Key Employee and Operator, as the case may be, but for no more than an aggregate or (b) employ, retain or contract with any Key Employee, unless in each case of sixty the actions described in (60a) or (b) it will pay Operator, within thirty (30) days without of taking any of the actions described in (a) or (b) above, an amount equal to 2.5 times the aggregate base salary and cash bonus paid to the relevant Key Employee over the twelve (12) month period immediately preceding such action; provided that the restrictions set forth in clauses (a) and (b) above shall not apply to the employment, retention of or contracting with a Key Employee if (i) Operator has not offered such Key Employee employment prior to the termination of this Agreement pursuant to Section 17.1 hereof, (ii) Operator has not offered such Key Employee employment within thirty (30) days from Operator's receipt of notice of the termination of this Agreement other than pursuant to Section 17.1 hereof, (iii) if Operator has otherwise waived in writing such restriction, or (iv) if this Agreement is terminated by Owner as a result of the commission of any theft, embezzlement or other criminal misappropriation of Hotel or Owner funds or any fraud or felony by any executive of Operator that relates to or materially affects the operation or reputation of the Hotel. The parties agree that Operator's damages resulting from Owner’s prior written consent's violation of the restrictions set forth in clauses (a) and (b) above are not readily determined and that the compensation payable to Operator by Owner as provided by this Section 5.4 is a fair and reasonable estimation thereof.
4.55.5. Except to the extent provided otherwise in Article VIII of the Master Contribution Agreement, by and between Operator, JABO LLC, Boykin Lodging Company, and Boykin Hotel Properties, L.P., dated as ox Xxxxmber 31, 2001 (the "MAXXXX XONTRIBUTION AGREEMENT"), Operator shall not be liable for any failure of the Hotels Hotel to comply comply, prior to the Commencement Date Date, with any all federal, state, local and foreign statutes, laws, ordinances, regulations, rules, permits, judgments, orders and decrees affecting labor union activities, civil rights or employment in the United States, including, without limitation, the Civil Rights Act of 1870, 42 U.S.C. §1981Sec.1981, the Civil Rights Acts of 1871, 42 U.S.C. §Sec. 1983 the Fair Labor Standards Act, 29 U.S.C. §201Sec.201, et seqET SEQ., the Civil Rights Act of 1964, 42 U.S.C. §2000eSec.2000e, et seqET SEQ., as amended, the Age Discrimination in Employment Act of 1967, 29 U.S.C. §621Sec.621, et seq.ET SEQ.,the Rehabilitation Act, the Xxxxxxxxxxxxxx Xxx29 U.S.C. Sec.701, 00 X.X.X. §000, et seqET SEQ., the Americans With Disabilities Act of 1990, 00 X.X.X. §00029 U.S.C. Sec.706, 00 X.X.X. §0000042 U.S.C. Sec.12101, et seqET SEQ., the Employee Retirement Income Security Act of 1974Retiremxxx Xxxxxx Xxxxxxxx Xxx xx 0000, 29 U.S.C. § 30100 X.S.C. Sec.301, et seqET SEQ., the Equal Pay Act, 29 U.S.C. §Sec. 201, et seqET SEQ., the National Labor Relations Act, 29 U.S.C. §151Sec.151, et seqSEQ., and any regulations promulgated pursuant to such statutes (collectively, as amended from time to time, and together with any similar laws now or hereafter enacted, the “Employment Laws”"EMPLOYMENT LAWS").
4.65.6. Operator shall from time to time develop and implement policies, procedures and programs for the Hotels Hotel (collectively, the “Employment Policies”"EMPLOYMENT POLICIES") reasonably designed to effect compliance with the Employment Laws. The Employment Policies shall be consistent with industry standards from time to time for reputable hotel management companies.
4.75.7. Notwithstanding anything stated herein to Operator shall not hire a General Manager without the contraryprior approval of Owner. Owner shall, within fifteen (15) days after notice from Operator, interview a General Manager candidate and grant or withhold its approval; provided Operator has made the hiring of any new candidates for the Key Hotel Personnel positions General Manager candidate reasonably available within such fifteen (15)-day period. Operator shall be subject to Owner’s approval, not to be unreasonably withheld so long as the candidate is reasonably qualified to perform the position based on the candidate’s education and experience. If requested by allow Owner, Operator shall make a candidate for a Key Hotel Personnel position available at Owner's election, to interview with Owner’s representative at Owner’s offices (or other mutually agreeable location) at a mutually agreeable reasonable time. In the event Owner fails to respond in writing to a request for approval from General Manager candidate; provided, however, that Operator within five (5) days of the latter of (i) such request, or (ii) the provision to Owner of a written summary of such candidate’s education, professional experience and qualifications, Owner shall be deemed to have provided such approval. If Owner becomes dissatisfied with the performance of any Key Hotel Personnel, Owner may meet with senior management of the Operator to resolve such dissatisfaction. Operator will give Owner not less than fourteen (14) days prior notice of any proposed transfer of any Key Hotel Personnel. For the purposes hereof, “Key Hotel Personnel” shall be defined as the following individuals, to the extent employed at a Hotel: General Manager.
4.8. Operator, as the sole employer, shall have the duty and responsibility right to negotiate with participate in any labor union lawfully entitled to represent its Hotel Employees. Operator shall consult with Owner before and during any discussions about strategies, objectives, tactics, proposals and agreements as well as keep the Owner fully informed as to the progress of any negotiations and any agreements that are reached. Nothing in this Section 4.8 shall require Operator to employ persons belonging to labor unions. In addition, Operator shall consult with Owner during the course of any negotiations with such labor union. Operator shall use diligent efforts to settle and compromise all controversies and disputes arising under any labor union contracts affecting the Hotel Employees upon such terms and conditions as Operator reasonably deems to be in Owner’s best interests. Notwithstanding any term of this Agreement Operator may enter into no labor union agreement, settlement or compromise that shall be binding upon Owner (either directly or as a successor under any agreement or indirectly as an agreement covering union representation or Operator’s policies with respect to wages and conditions applicable to the Hotels) without the prior written consent of Owner, which consent shall not be unreasonably withheld or delayedinterview.
Appears in 1 contract
AGENCY; HOTEL EMPLOYEES. 4.1. In the performance of its duties as Operator of the HotelsHotel, Operator shall act solely as agent of OwnerOwner in a fiduciary capacity. Nothing in this Agreement shall constitute or be construed to be or create a partnership or joint venture between Owner and OperatorOperator or create any interest in, lease of real estate or a lien or security interest of any nature against the Hotel or any portion thereof. Except as otherwise provided in this Agreement, (a) all debts and liabilities to third persons incurred by Operator in the course of its operation and management of the Hotels Hotel in accordance with the provisions of this Agreement shall be the debts and liabilities of Owner only and (b) except to the extent provided in Section 23.1, Operator shall not be liable for any such obligations by reason of its management, supervision, direction and operation of the Hotel as agent for Owner. Operator may so inform third parties with whom it deals on behalf of Owner and may take any other reasonable steps to carry out the intent of this paragraph.
4.2. All Hotel Employees at all times from and after the Commencement Date shall be employees of Operator or an affiliateOperator. All compensation (including without limitation all wages, fringe benefits and severance payments) of the Hotel Employees shall be an Operating Expense (as defined in Section 10.2) and shall be borne by Owner and paid or reimbursed to Operator out of the Agency Account (as hereinafter defined) or if the amounts therein are insufficient by Owner upon demand therefor by Operator. Owner acknowledges and agrees that (a) Operator shall have the right to institute severance payment policies and bonus programs for the Hotel Employees so long as such policies are reasonable and customary in reasonable, consistent with past practices of the industry and (b) Operator shall have the right to institute severance payment policies for previous manager of the Hotel Employees so long as such policies are consistent and in accordance with Operator’s severance payment policies in effect from time to time for other similar hotels managed by Operator and its affiliates. Operator’s current severance payment policy is attached hereto as Exhibit D, and Operator shall obtain Owner’s prior consent before implementing any material changes to such policy at the HotelsBudgets.
4.3. Operator mayOperator, subject to the Budgetswith Owner’s prior written approval, may enroll the Hotel Employees in retirement, health and welfare employee benefit plans substantially similar to corresponding plans implemented in other hotels with similar service levels managed by Operator or similar hotels in the areas area of the Hotel, provided that Owner may require such plans to be consistent with past practices of the previous manager of the Hotel. Such plans may may, with Owner’s prior written approval, be joint plans for the benefit of employees at more than one hospitality property owned, leased or managed by Operator or its affiliatesany Operator Affiliate. Employer To the extent so approved by Owner, employer contributions to such plans (including any withdrawal liability incurred upon termination of this Agreement) and reasonable administrative fees which Operator may expend in connection therewith shall be the financial responsibility of Owner and shall be an Operating Expense. The administrative expenses of any joint plans will be equitably apportioned by Operator among properties covered by such plan. The apportionment for each Hotel shall be based upon the total costs of the administrative expenses multiplied by a fraction, the numerator of which is the total payroll expense of the Hotel, and the denominator of which is the total payroll expense of all hotels participating set forth in the joint plansapplicable Operating Budget. Owner hereby acknowledges and agrees that (a) any employee benefit plan withdrawal liability and (b) compliance with the provisions of the Worker Adjustment and Retraining Notification Act and/or any similar state or local laws (together with all rules and regulations promulgated thereunder and including without limitation any such state or local laws, the “WARN Act”) upon any disposition of a the Hotel, upon any termination of this Agreement or upon the occurrence of any other event giving rise to the application of the WARN Act are is the responsibility and obligation of OwnerOwner if and to the extent Owner fails to provide Operator at least seventy (70) days’ prior written notice of such disposition, and termination or occurrence to permit Operator to comply with the WARN Act. In the event Owner fails to give Operator at least seventy (70) days prior written notice, Owner hereby agrees to indemnify, defend and hold Operator harmless from and against any cost, expense, obligation, claim or other liability which Operator may incur arising out of or in connection with any employee benefit plan withdrawal liability or any breach or claimed breach of the WARN Act in connection with any such disposition, termination or other occurrence; provided, however, in the event that Operator receives notice of termination of this Agreement with sufficient time to comply with the WARN Act but fails to satisfy the applicable WARN Act requirements, then Operator shall indemnify, defend, and hold harmless Owner from and against any cost, expense, obligation, claim or other liability which Owner may incur arising out of such failure by Operator.
4.4. Operator, in its discretion but subject to the Budgets (unless otherwise approved by Owner), may, as an Operating Expense of the Hotels, Operator may (i) in its discretion, provide lodging for Operator’s executive employees to the extent they are visiting the Hotels Hotel in connection with the performance of Operator’s services and allow them the use of Hotel facilities and (ii) with Owner’s prior written approval, provide the General Manager of the Hotels Hotel and other Hotel Employees temporary living quarters within the Hotels Hotel and the use of all Hotel facilities, in either case at a discounted price or without charge, charge as the case may be, but for no more than an aggregate of sixty (60) days without the Owner’s prior written consent.
4.5. Operator shall not be liable for any failure of the Hotels Hotel to comply prior to the Commencement Date with any federal, state, local and foreign statutes, laws, ordinances, regulations, rules, permits, judgments, orders and decrees affecting labor union activities, civil rights or employment in the United States, including, without limitation, the Civil Rights Act of 1870, 42 U.S.C. §1981, the Civil Rights Acts of 1871, 42 U.S.C. §1983 the Fair Labor Standards Act, 29 U.S.C. §201, et seq., the Civil Rights Act of 1964, 42 U.S.C. §2000e, et seq., as amended, the Age Discrimination in Employment Act of 1967, 29 U.S.C. §621, et seq., the Xxxxxxxxxxxxxx Xxx, 00 X.X.X. §000, et seq., the Americans With Disabilities Act of 1990, 00 X.X.X. §000, 00 X.X.X. §00000, et seq., the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 301, et seq., the Equal Pay Act, 29 U.S.C. §201, et seq., the National Labor Relations Act, 29 U.S.C. §151, et seq., and any regulations promulgated pursuant to such statutes (collectively, as amended from time to time, and together with any similar laws now or hereafter enacted, the “Employment Laws”).
4.6. Operator shall from time to time develop and implement policies, procedures and programs for the Hotels Hotel (collectively, the “Employment Policies”) reasonably designed to effect compliance with the Employment Laws. The Employment Policies shall be consistent with industry standards from time to time for reputable hotel management companies.
4.7. Notwithstanding anything stated herein to the contrary, the hiring of any new candidates for the Key Hotel Personnel positions shall be subject to Owner’s approval, not to be unreasonably withheld so long as the candidate is reasonably qualified to perform the position based on the candidate’s education and experience. If requested by Owner, Operator shall make a candidate for a Key Hotel Personnel position available to interview with Owner’s representative at Owner’s offices (or other mutually agreeable location) at a mutually agreeable reasonable time. In the event Owner fails to respond in writing to a request for approval from Operator within five (5) days of the latter of (i) such request, or (ii) the provision to Owner of a written summary of such candidate’s education, professional experience and qualifications, Owner shall be deemed to have provided such approval. If Owner becomes dissatisfied with the performance of any Key Hotel Personnel, Owner may meet with senior management of the Operator to resolve such dissatisfaction. Operator will give Owner not less than fourteen (14) days prior notice of any proposed transfer of any Key Hotel Personnel. For the purposes hereof, “Key Hotel Personnel” shall be defined as the following individuals, to the extent employed at a Hotel: General Manager.
4.8. Operator, as the sole employer, shall have the duty and responsibility to negotiate with any labor union lawfully entitled to represent its Hotel Employees. Operator shall consult with Owner before and during any discussions about strategies, objectives, tactics, proposals and agreements as well as keep the Owner fully informed as to the progress of any negotiations and any agreements that are reached. Nothing in this Section 4.8 shall require Operator to employ persons belonging to labor unions. In addition, Operator shall consult with Owner during the course of any negotiations with such labor union. Operator shall use diligent efforts to settle and compromise all controversies and disputes arising under any labor union contracts affecting the Hotel Employees upon such terms and conditions as Operator reasonably deems to be in Owner’s best interests. Notwithstanding any term of this Agreement Operator may enter into no labor union agreement, settlement or compromise that shall be binding upon Owner (either directly or as a successor under any agreement or indirectly as an agreement covering union representation or Operator’s policies with respect to wages and conditions applicable to the Hotels) without the prior written consent of Owner, which consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Samples: Hotel Management Agreement (Sunstone Hotel Investors, Inc.)
AGENCY; HOTEL EMPLOYEES. 4.15.1. In the performance of its duties as Operator of the HotelsHotel, Operator shall act solely as agent of OwnerLessee. Nothing in this Agreement shall constitute or be construed to be or create a partnership or joint venture between Owner Lessee and Operator. Except as otherwise provided in this Agreement, (a) all debts and liabilities to third persons incurred by Operator in the course of its operation and management of the Hotels Hotel in accordance with the provisions of this Agreement shall be the debts and liabilities of Owner Lessee only and (b) except to the extent provided in Section 23.1, Operator shall not be liable for any such obligations by reason of its management, supervision, direction and operation of the Hotel as agent for OwnerLessee. Operator may so inform third parties with whom it deals on behalf of Owner Lessee and may take any other reasonable steps to carry out the intent of this paragraph.
4.25.2. All Hotel Employees shall be employees of Operator or an affiliateOperator. All compensation (including without limitation all wages, fringe benefits and customary and reasonable severance payments) of the Hotel Employees Employees, including without limitation the District Managers, shall be an Operating Expense (as defined in Section 10.211.2) and shall be borne by Owner Lessee and paid or reimbursed to Operator out of the Agency Account (as hereinafter defined) or if the amounts therein are insufficient by Owner Lessee upon demand therefor by Operator. Owner acknowledges The compensation of the District Manager and agrees the reasonable out-of-pocket third-party expenses (which shall not include any allocation of Operator's corporate overhead) incurred by such District Manager in the performance of such District Manager's duties shall be equitably apportioned by Operator among the Portfolio Hotels supervised by the District Manager; provided, however, that only with respect to a maximum of five (a5) District Managers at any one time under this Agreement and/or any other Portfolio Management Agreements, Operator shall have pay at its own expense the right to institute bonus programs for first $10,000 of any increase in compensation of such District Manager over the Hotel Employees so long compensation such individual would otherwise receive as such policies are reasonable and customary in general manager of the industry and (b) Hotel. Operator shall have the right to institute severance payment policies for the Hotel Employees so long as such policies are may consistent with Operator’s severance payment policies in effect from time to time for other similar hotels managed by Operator and its affiliates. Operator’s current severance payment policy is attached hereto as Exhibit D, and Operator shall obtain Owner’s prior consent before implementing any material changes to such policy at the Hotels.
4.3. Operator may, subject to the Budgets, Budgets enroll the Hotel Employees in retirement, health and welfare employee benefit plans substantially similar to corresponding plans implemented in other similar hotels with similar service levels managed by Operator or in similar limited service hotels in the areas area of the Hotel. Such plans may be joint plans for the benefit of employees at more than one hospitality property owned, leased or managed by Operator or its affiliates. Employer contributions to such plans (including any withdrawal liability incurred upon termination of this Agreement) and reasonable administrative fees which Operator may expend expends in connection therewith shall be the responsibility of Owner Lessee and shall be an Operating Expense. The administrative expenses of any joint plans will be equitably apportioned by Operator among properties covered by such plan. The apportionment for each Hotel shall be based upon the total costs of the administrative expenses multiplied by a fraction, the numerator of which is the total payroll expense of the Hotel, and the denominator of which is the total payroll expense of all hotels participating in the joint plans. Owner Lessee hereby acknowledges and agrees that (a) any employee benefit plan withdrawal liability and (b) compliance with the provisions of the Worker Adjustment and Retraining Notification Act and/or any similar state or local laws (together with all rules and regulations promulgated thereunder and including without limitation any such state or local laws, the “"WARN Act”ACT") upon any disposition of a the Hotel, upon any termination of this Agreement or upon the occurrence of any other event giving rise to the application of the WARN Act are is the responsibility and obligation of OwnerLessee, and Owner Lessee hereby agrees to indemnify, defend and hold Operator harmless from and against any cost, expense, obligation, claim or other liability which Operator may incur arising out of or in connection with any employee benefit plan withdrawal liability or any breach or claimed breach of the WARN Act in connection with any such disposition, termination or other occurrence; provided, however, . Lessee acknowledges and agrees that Operator shall have the right to institute severance payment policies for the Hotel Employees so long as such policies are reasonable and customary in the event that Operator receives notice of termination of this Agreement with sufficient time to comply with the WARN Act but fails to satisfy the applicable WARN Act requirements, then Operator shall indemnify, defend, and hold harmless Owner from and against any cost, expense, obligation, claim or other liability which Owner may incur arising out of such failure by Operatorindustry.
4.45.4. Operator, in its discretion but subject to the Budgets (unless otherwise approved by Owner)discretion, may, as an Operating Expense of the Hotels, may (i) provide lodging for Operator’s 's executive employees to the extent they are visiting the Hotels Hotel in connection with the performance of Operator’s 's services and allow them the use of Hotel facilities and (ii) provide the General Manager of the Hotels Hotel and other Hotel Employees temporary living quarters within the Hotels and the use of all Hotel facilities, in either case without charge, as the case may be, but for no more than an aggregate of sixty (60) days without the Owner’s prior written consent.
4.5. Operator shall not be liable for any failure of the Hotels to comply prior to the Commencement Date with any federal, state, local and foreign statutes, laws, ordinances, regulations, rules, permits, judgments, orders and decrees affecting labor union activities, civil rights or employment in the United States, including, without limitation, the Civil Rights Act of 1870, 42 U.S.C. §1981, the Civil Rights Acts of 1871, 42 U.S.C. §1983 the Fair Labor Standards Act, 29 U.S.C. §201, et seq., the Civil Rights Act of 1964, 42 U.S.C. §2000e, et seq., as amended, the Age Discrimination in Employment Act of 1967, 29 U.S.C. §621, et seq., the Xxxxxxxxxxxxxx Xxx, 00 X.X.X. §000, et seq., the Americans With Disabilities Act of 1990, 00 X.X.X. §000, 00 X.X.X. §00000, et seq., the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 301, et seq., the Equal Pay Act, 29 U.S.C. §201, et seq., the National Labor Relations Act, 29 U.S.C. §151, et seq., and any regulations promulgated pursuant to such statutes (collectively, as amended from time to time, and together with any similar laws now or hereafter enacted, the “Employment Laws”).
4.6. Operator shall from time to time develop and implement policies, procedures and programs for the Hotels (collectively, the “Employment Policies”) reasonably designed to effect compliance with the Employment Laws. The Employment Policies shall be consistent with industry standards from time to time for reputable hotel management companies.
4.7. Notwithstanding anything stated herein to the contrary, the hiring of any new candidates for the Key Hotel Personnel positions shall be subject to Owner’s approval, not to be unreasonably withheld so long as the candidate is reasonably qualified to perform the position based on the candidate’s education and experience. If requested by Owner, Operator shall make a candidate for a Key Hotel Personnel position available to interview with Owner’s representative at Owner’s offices (or other mutually agreeable location) at a mutually agreeable reasonable time. In the event Owner fails to respond in writing to a request for approval from Operator within five (5) days of the latter of (i) such request, or (ii) the provision to Owner of a written summary of such candidate’s education, professional experience and qualifications, Owner shall be deemed to have provided such approval. If Owner becomes dissatisfied with the performance of any Key Hotel Personnel, Owner may meet with senior management of the Operator to resolve such dissatisfaction. Operator will give Owner not less than fourteen (14) days prior notice of any proposed transfer of any Key Hotel Personnel. For the purposes hereof, “Key Hotel Personnel” shall be defined as the following individuals, to the extent employed at a Hotel: General Manager.
4.8. Operator, as the sole employer, shall have the duty and responsibility to negotiate with any labor union lawfully entitled to represent its Hotel Employees. Operator shall consult with Owner before and during any discussions about strategies, objectives, tactics, proposals and agreements as well as keep the Owner fully informed as to the progress of any negotiations and any agreements that are reached. Nothing in this Section 4.8 shall require Operator to employ persons belonging to labor unions. In addition, Operator shall consult with Owner during the course of any negotiations with such labor union. Operator shall use diligent efforts to settle and compromise all controversies and disputes arising under any labor union contracts affecting the Hotel Employees upon such terms and conditions as Operator reasonably deems to be in Owner’s best interests. Notwithstanding any term of this Agreement Operator may enter into no labor union agreement, settlement or compromise that shall be binding upon Owner (either directly or as a successor under any agreement or indirectly as an agreement covering union representation or Operator’s policies with respect to wages and conditions applicable to the Hotels) without the prior written consent of Owner, which consent shall not be unreasonably withheld or delayed.living
Appears in 1 contract
