Chain Services. Commencing with the Take-Over Date and thereafter during the Term of this Agreement, Manager shall cause Marriott to cause to be furnished to the Hotel certain services (collectively referred to herein as "Chain Services") that are furnished generally on a central, regional or other group basis to other hotels in the Marriott System and which benefit such hotels such as: (i) national sales office services; central training services; career development and relocation of management personnel; central advertising and promotion (including direct and image media and advertising administration); the Marriott national reservations system services and the Marriott computer payroll and accounting services; benefits administration; gift shop merchandise handling; and (ii) such additional central, regional or other group services as are or may be, from time to time, furnished for the benefit of hotels in the Marriott System or in substitution for services now performed at individual hotels which may be more efficiently performed on a group basis. The charges for Chain Services shall include, as applicable, allocation of salaries, wages, and overhead related to the employees of Marriott, or any Affiliate involved in providing any of the Chain Services and shall be allocated on a fair basis among all hotels receiving such services. At the time of the delivery of each Annual Operating Statement, Manager shall cause Marriott to deliver to Manager a certification executed by an officer of Marriott that (i) the allocation of charges for Chain Services is consistent with GAAP and generally accepted hotel practices, (ii) such charges are allocated among the hotels in the Marriott System in a fair and equitable manner, and (iii) the method of allocation of such expenses has not been changed since the date of this Agreement or, if they have changed, advising Manager of the details of such change. Manager shall promptly forward a copy of such certificate to Lessee.
Appears in 2 contracts
Samples: Management Agreement (Interstate Hotels Management Inc), Management Agreement (Wyndham International Inc)
Chain Services. Commencing with the Take-Over Date and thereafter during the Term of this Agreement, Manager Submanager shall cause Marriott to cause to be furnished to the Hotel certain services (collectively referred to herein as "Chain Services") that are furnished generally on a central, regional or other group basis to other hotels in the Marriott System and which benefit such hotels such as: (i) national sales office services; central training services; career development and relocation of management personnel; central advertising and promotion (including direct and image media and advertising administration); the Marriott national reservations system services and the Marriott computer payroll and accounting services; benefits administration; gift shop merchandise handling; and (ii) such additional central, regional or other group services as are or may be, from time to time, furnished for the benefit of hotels in the Marriott System or in substitution for services now performed at individual hotels which may be more efficiently performed on a group basis. The charges for Chain Services shall include, as applicable, allocation of salaries, wages, and overhead related to the employees of Submanager, Marriott, or any Affiliate involved in providing any of the Chain Services and shall be allocated on a fair basis among all hotels receiving such services. At the time of the delivery of each Annual Operating Statement, Manager Submanager shall cause Marriott to deliver to Primary Manager a certification executed by an officer of Marriott that (i) the allocation of charges for Chain Services is consistent with GAAP and generally accepted hotel practices, (ii) such charges are allocated among the hotels in the Marriott System in a fair and equitable manner, and (iii) the method of allocation of such expenses has not been changed since the date of this Agreement or, if they have changed, advising Primary Manager of the details of such change. Manager shall promptly forward a copy of such certificate to Lessee.
Appears in 2 contracts
Samples: Submanagement Agreement (Wyndham International Inc), Submanagement Agreement (Interstate Hotels Management Inc)
Chain Services. Commencing with the Take-Over Date and thereafter during the Term of this Agreement, A. Manager shall cause Marriott to cause to be furnished to the Hotel certain services (collectively referred to herein as "“Chain Services"”) that are furnished generally on a central, regional or other group comparable basis to other full service hotels in the Marriott System and which benefit such hotels such asHotel System. Chain Services shall include: (i) national sales office services; central training services; career development and relocation the general categories of management personnel; central advertising and promotion (including direct and image media and advertising administration); the Marriott national reservations system services and the Marriott computer payroll and accounting services; benefits administration; gift shop merchandise handling; listed in Exhibit C attached hereto, and (ii) such additional central, regional central programs or other group services as are or may bemay, from time to time, be furnished for the benefit of hotels in the Marriott Hotel System or in substitution for services now performed at individual hotels which may Manager determines can be provided more efficiently performed and economically on a group system basis; provided, however, that services shall only be added to “Chain Services” pursuant to clause (ii) above if, and to the extent that, such services: (a) are not Central Office Services; and (b) are either (x) new services (i.e., not previously performed at the Hotel) or (y) services that theretofore had been performed at the Hotel, but that can be performed more efficiently and economically for the Marriott Hotel System as a whole. In no event shall the charge to the Hotel in a Fiscal Year for the Chain Services described in clause (i) above (but excluding those related to Central Reservation Services) exceed an amount equal to percent ( %) of Gross Revenues for such Fiscal Year.
B. Costs and expenses incurred in the providing of Chain Services shall be allocated on a fair and consistent basis among all hotels in the Marriott Hotel System. The charges for Chain Services shall include, as applicable, an allocation of salaries, wages, development costs and overhead related to the employees of MarriottManager, Marriott or any Affiliate of Manager or Marriott involved in providing any of the Chain Services and shall be allocated on a fair basis among all hotels receiving such servicesServices. At the time of the delivery of each Annual Operating Statement, Manager shall cause Marriott to deliver to Manager a certification executed by an officer of Marriott that (i) the allocation of charges for The costs associated with any Chain Services is consistent with GAAP and generally accepted hotel practices, (ii) such charges that are allocated among the used by hotels in the Marriott Hotel System in and that are also provided to other hotel brands owned by Marriott shall be allocated to such other brands on a fair and equitable mannerconsistent basis, and (iii) taking into account the method of allocation level of such expenses has not been changed since the date of this Agreement or, if they have changed, advising Manager of the details Chain Services being provided to each of such change. other brands.
C. Pursuant to the provisions of Section 4.07, Manager shall promptly forward a copy of provide to Owner the Chain Services Report, as such certificate to Lesseedocument is described in Section 4.07.
Appears in 1 contract
Chain Services. Commencing A. Management Company shall, beginning with the Take-Over Effective Date and thereafter during the Term of this Agreement, Manager shall cause Marriott to cause to be furnished to the Hotel certain services (collectively referred to herein as "Chain Services") that which are furnished generally on a central, central or regional or other group basis to other full service hotels in the Marriott System and which benefit such hotels such aschain. Chain Services shall include: (i) national sales office services; central training services; career development and relocation of management personnel; central advertising and promotion (including direct and image media and advertising administration); the Marriott national reservations system services and the Marriott computer payroll and accounting services; benefits administration; gift shop merchandise handling; and (ii) such additional central, central or regional or other group services as are or may be, from time to time, furnished for the benefit of hotels in the Marriott System chain or in substitution for services now performed at individual hotels which may be more efficiently performed on a group basis. The charges ; provided, however, that services shall only be added to "Chain Services" pursuant to clause (ii) above if, and to the extent that, such services: (a) are not Central Office Services; (b) are not services relating to non-routine work (it being understood that the cost and expense of such non-routine services shall be Deductions as set forth in paragraph 6 of the definition of Operating Profit); and (c) are either (x) new services (i.e., not previously performed at or for the Hotel) or (y) services which theretofore had been performed at the Hotel, but which can be performed more efficiently and economically on a centralized or regional basis.
B. Costs and expenses incurred in the providing of Chain Services shall include, as applicable, allocation of salaries, wages, and overhead related to the employees of Marriott, or any Affiliate involved in providing any of the Chain Services and shall be allocated on a fair and equitable basis among all Marriott hotels receiving owned, leased or managed by Management Company in the United States. Such allocation shall be made without regard to any "caps" or other limitations on the amount which Management Company or its Affiliates may charge to a given hotel, pursuant to agreements which Management Company (or its Affiliates) may have with the owner of such serviceshotel. At Any excess of that portion of such costs and expenses which is fairly allocated to a given hotel over the "cap" which may be in effect with regard to that hotel shall be paid by Management Company from its own funds. Management Company shall make no profit from Chain Services. Upon Owner's written request, an explanation of the current Chain Services will be given to Owner, and the basis for the allocation of the charge for each Chain Service will be explained to Owner, in reasonable detail, at the time of the delivery submission of each the Annual Operating Statement, Manager shall cause Marriott to deliver to Manager a certification executed by an officer Statement (as more particularly set forth in Section 9.01). In no event will the total charge for all of Marriott that the Chain Services which are described in clause (i) of Section 11.03 A (exclusive of reservations), for any given Fiscal Year, exceed the allocation of charges for Chain Services is consistent with GAAP and generally accepted hotel practices, (ii) such charges are allocated among Cap. The parties hereby stipulate that the hotels limitation set forth in the Marriott System preceding sentence is intended to apply only to the services which are currently listed (as of the Effective Date) in a fair and equitable manner, and (iii) the method of allocation of such expenses has not been changed since the date of this Agreement orSection 11.03 A(i); accordingly, if they have changed, advising Manager there are types of expenditures which were originally treated as Deductions (other than pursuant to paragraph 8 of the details definition of "Operating Profit" in Section 1.01), but which are later determined to be more properly treated as Chain Services, such change. Manager expenditures shall promptly forward a copy be treated as Deductions pursuant to said paragraph 8 of such certificate the definition of "Operating Profit" without regard to Lesseethe aforesaid limitation.
Appears in 1 contract
Chain Services. Commencing with the Take-Over Date and thereafter during the Term of this Agreement, A. Manager shall cause Marriott to cause to be furnished to the Hotel certain services (collectively referred to herein as "“Chain Services"”) that are furnished generally on a central, regional or other group comparable basis to other full service hotels in the Marriott System and which benefit such hotels such asHotel System. Chain Services shall include: (i) national sales office services; central training services; career development and relocation the general categories of management personnel; central advertising and promotion (including direct and image media and advertising administration); the Marriott national reservations system services and the Marriott computer payroll and accounting services; benefits administration; gift shop merchandise handling; listed in Exhibit C, and (ii) such additional central, regional central programs or other group services as are or may bemay, from time to time, be furnished for the benefit of hotels in the Marriott Hotel System or in substitution for services now performed at individual hotels which may that Manager determines can be provided more efficiently performed and economically for the Marriott Hotel System as a whole on a group system basis; provided, however, that services shall only be added to “Chain Services” pursuant to clause (ii) above if, and to the extent that, such services: (a) are not Central Office Services; and (b) are either (x) new services (i.e., not previously performed at the Hotel), or (y) services that theretofore had been performed at the Hotel, but that can be performed more efficiently and economically for the Marriott Hotel System as a whole.
B. Costs and expenses incurred in the providing of Chain Services shall be allocated on a fair and consistent basis among all hotels in the Xxxxxxx Hotel System. The charges for Chain Services shall include, as applicable, an allocation of salaries, wages, development costs and overhead related to the employees of Manager, Marriott, or any Affiliate of Manager or Marriott involved in providing any of the Chain Services. The costs associated with any Chain Services that are used by hotels in the Xxxxxxx Hotel System and that are also provided to other hotel brands owned by Marriott shall be allocated to such other brands on a fair basis among all hotels receiving and consistent basis, taking into account the level of such servicesChain Services being provided to each of such other brands. At Manager represents and warrants to Owner that Manager will not earn a profit on charges for Chain Services.
C. Pursuant to the time provisions of the delivery of each Annual Operating StatementSection 4.07, Manager shall cause Marriott provide to deliver to Manager a certification executed by an officer of Marriott that (i) Owner the allocation of charges for Chain Services Report, as such document is consistent with GAAP and generally accepted hotel practices, (ii) such charges are allocated among the hotels described in the Marriott System in a fair and equitable manner, and (iii) the method of allocation of such expenses has not been changed since the date of this Agreement or, if they have changed, advising Manager of the details of such change. Manager shall promptly forward a copy of such certificate to LesseeSection 4.07.
Appears in 1 contract