Centralized Services Clause Samples

Centralized Services. Subject to the terms and conditions of this Agreement, Manager shall furnish or cause its Affiliates to furnish to the Hotel, the Centralized Services. Subject to the approved Annual Plan and the terms and conditions of this Agreement, Owner shall pay to Manager the Hotel’s allocable share of the Centralized Services actually incurred by Manager or its Affiliates (without profit, premium or m▇▇▇-up or other element of compensation of any kind). Although the method of allocation of the Centralized Services among the Managed Hotels may change from time to time as agreed to by Owner and Manager, the current method of allocating the Centralized Services is set forth on Schedule IV. Additional Centralized Services may be added by amendment to Schedule IV from time to time only upon Owner’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed) with Manager’s explanation of how the costs of such additional Centralized Services to be charged and allocated among the Manager managed hotels or if provided for in an approved Annual Plan. Except with respect to the Centralized Services, under no circumstances shall Manager charge for any general corporate overhead of Manager or Affiliates (except as otherwise provided or allowed in this Agreement). As part of the Proposed Annual Plan, in addition to the Centralized Services, Manager will set forth a list of those additional services (if any) that are furnished generally on a central or system-wide basis to Managed Hotels, together with Manager’s proposal as to which of such additional services are appropriate for the Hotel. As the number of rooms in the Hotel is not finalized as of the Effective Date, the Manager may increase or modify the Centralized Services on an equitable basis (with respect to revenues and number of rooms) in any Fiscal Year.

Centralized Services. A. In operating the Hotel for the benefit of TRS, there may be, from time to time, opportunities to provide some services on a centralized or shared basis (“Centralized Services”) which would otherwise be provided separately for or at the Hotel. Pursuant to the Approved Annual Operating Projection, TRS shall reimburse Management Company for any such Centralized Services as may from time to time be provided to the Hotel by Management Company or Management Company’s Affiliates more efficiently on a group or centralized basis rather than on an individual basis. The Centralized Services shall include, without limitation, the following: (a) marketing, advertising and promotion; (b) payroll processing, accounting, and MIS support services; (c) revenue management, (d) recruiting, training, career development, and relocation in accordance with Management Company's or its Affiliates’ relocation plan; (e) Employee Benefits administration; (f) engineering and risk management; (g) information technology; (h) legal support (such as license and permit coordination and standardized contracts); (i) purchasing arising out of ordinary hotel operations; and (j) such other additional services which are or may be, from time to time, furnished for the benefit of Management Company’s or its Affiliates’ hotels or in substitution (and without duplication) of services now performed at Management Company’s or its Affiliates’ individual hotels which may be more efficiently performed on a group or centralized basis. B. The costs of Centralized Services shall consist of the actual cost of the services without m▇▇▇-up or profit to Management Company or any Affiliates, but shall include: (a) Employee Benefit costs; (b) cost of equipment used in performing Centralized Services; and (c) overhead costs, reasonably allocated thereto of any office providing Centralized Services. Costs and expenses incurred in providing Centralized Services shall be allocated in the manner described in the Approved Annual Operating Projection and on a fair and equitable basis among all hotels receiving any such Centralized Services; the costs and expenses for Centralized Services shall not exceed the amounts for such services set forth in the Approved Annual Operating Projection. Costs of Centralized Services shall be an Operating Expense. In addition, if equipment is installed and maintained at the Hotel in connection with the rendition of any Centralized Services, all costs thereof will be charged to the ope...

Centralized Services. Manager shall provide, or shall cause one or more of its Affiliates to provide, in the operation of the Hotels and for the benefit of its guests, those benefits, services, and facilities, including joint advertising programs to the extent appropriate (all herein collectively called “Centralized Services”), similar to those furnished to other hotels owned and/or operated by Manager or its Affiliates.

Centralized Services. Starwood shall provide or make available to Vistana for use in the operation of each Licensed Vacation Ownership Property those programs and services that it provides or makes available on a centralized basis to substantially all of the Branded Starwood Lodging Facilities or to a category thereof in which the relevant Licensed Vacation Ownership Property would be included if it was a Branded Starwood Lodging Facility (the “Centralized Services”). Starwood or any of its designees shall have the exclusive right to maintain and administer the Centralized Services. The Centralized Services may be provided by one or more of Starwood, its Affiliates, or any third parties designated by Starwood, and Starwood may own or have investments in the suppliers and other providers of the Centralized Services. Starwood may (i) change the structure, scope, delivery and terms of any Centralized Service, (ii) add a new, or discontinue all or part of an existing, Centralized Service or (iii) make a mandatory Centralized Service optional, or an optional Centralized Service mandatory, in each case as Starwood deems advisable from time to time; provided that such changes are applicable to the Branded Starwood Lodging Facilities.

Centralized Services. Operator shall enroll the Hotel in the available Centralized Services in accordance with Section 7.6.

Centralized Services. Service Provider will provide corporate functions to each Recipient, including without limitation information technology and related software services, information systems, website management, vendor relationship management, real estate, strategic sourcing, design and construction, regulatory compliance functions, finance and accounting, consolidated finance operations, risk management, internal audit, tax, record keeping and subsidiary management, treasury functions, consultancy and lobbying services, human resources, compensation, benefits, marketing and public relations, legal, payroll, accounts payable, security and surveillance, government relations, communications and data access services. Service Provider shall pass through any discounts, rebates or similar incentives received by the Service Provider or its Affiliates in connection with the provision of services under this Agreement.

Centralized Services. Centralized Services" shall mean Corporate Accounting Services, Human Resource Services, Box Office Services, Computer Systems Support, and Corporate Programming Services.

Centralized Services. 5.3.1 The Operator will be paid a Centralized Services Fee for providing Centralized Services for the benefit of the DPAC. The Centralized Services Fee shall be treated as an Expense. 5.3.2 The Centralized Services Fee will be in an amount to reimburse Operator for its estimated costs in providing the Centralized Services. Operator shall fully account for Centralized Services charges in each Operating Budget. Operator shall ensure that Centralized Services charges represent a fair allocation for Centralized Services charges provided by Operator out of its corporate offices. 5.3.3 The Centralized Services Fee shall not exceed the Centralized Services Fee Annual Cap unless the City approves any such excess in advance and in writing, which approval the City Manager may grant or deny in his or her absolute discretion on behalf of the City. The Centralized Services Fee Annual Cap will increase by three percent (3%) per Fiscal Year.

Centralized Services. Golf Manager shall cause to be furnished to the Golf Facilities certain services (“Centralized Services”) which are furnished generally on a central or regional basis to other “Affiliated Facilities,” which are other golf facilities owned, leased or managed by Golf Manager or affiliates. Centralized Services shall include the following categories of services: (i) “Facility Training, Recruiting, and Standards,” which includes recruitment materials and seminars, personnel training programs and associated materials, and the preparation and maintenance of operating standards manuals, materials, and programs; (ii) To the extent requested by Hotel Manager and Owner, “Payroll Processing”; (iii) To the extent requested by Hotel Manager and Owner, “Employee and Benefits Administration,” which includes administration of employee benefits, such as COBRA, new hire paperwork, FMLA leaves, vacation balances and termination issues; and (iv) To the extent required by Hotel Manager and Owner, “EPL/Fraud Insurance,” which includes the cost of insurance for the Employers Practices Liability insurance and the Crime Coverage Policy. Golf Manager may from time to time propose that additional central or regional services be furnished and included as part of Centralized Services for the benefit of the Affiliated Facilities or in substitution for services now performed at the Golf Facilities which may be more efficiently performed on a group basis. Any modification to the foregoing list of Centralized Services shall be made by Golf Manager in conjunction with the Golf Facilities Annual Plan and subject to Hotel Manager’s and Owner’s approval in advance for the Golf Facilities to participate therein. Centralized Services costs and expenses shall consist of the actual cost of the services without ▇▇▇▇-up or profit to Golf Manager or any Affiliate of Golf Manager, but shall include salary and employee benefit costs, and appropriate depreciation/amortization cost of equipment used in performing such services; provided, however, that any costs attributed to corporate office accounting for Golf Manager or any affiliate of Golf Manager shall not be included. Costs and expenses incurred in the providing of Centralized Services for Affiliated Facilities shall be allocated by Golf Manager and its affiliates on a fair and equitable basis, consistently applied, among all Affiliated Facilities receiving such services (the “Centralized Services Fee”); provided, however, that the allocation meth...