Common use of Centralized Services Clause in Contracts

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 methodology applied to the Golf Facilities shall be no less favorable to the Resort than the allocation methodology applied to any other Affiliated Facilities, taking into account the time at which a facility became part of the portfolio of Affiliated Facilities during the year of the assessment; and provided, further, Golf Manager shall provide to Hotel Manager and Owner all back-up or supporting information bearing on the allocation. If equipment is installed and maintained at the Golf Facilities solely in connection with the rendering of any Centralized Services therefor, all costs thereof shall be charged to the operation of the Golf Facilities either as a current expense or capitalized over a period of years, as determined in accordance with generally accepted accounting principles consistently applied, and shall belong to Owner upon full payment or depreciation thereof. As of the date hereof, Centralized Services are allocated to the Golf Facilities in accordance with the following respective allocation methods: (i) “Facility Training, Recruiting, and Standards” costs shall be allocated among Affiliated Facilities on a per hole basis.

Centralized Services. Golf Manager Operator shall cause Sheraton and/or its Affiliates to be furnished furnish to the Golf Facilities certain services (“Hotel the benefits of the "Centralized Services”", which phrase shall 77 15 mean (a) which those services, programs and group benefits as are furnished described in Exhibit D (for so long as such services are offered 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 within the following categories of services: (i) “Facility Training, RecruitingSheraton system), and Standards,” which includes recruitment materials and seminars(b) such additional services, personnel training programs and associated materialsor group benefits as are, 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 time, provided generally to all or distinct sub-groups of properties in the Sheraton system in the country, state or area in which the Hotel is located, and Owner hereby agrees that additional central Operator may in its discretion cause the Hotel to participate in any or regional services all such Centralized Services. Operator and its Affiliates shall be furnished and included as part of entitled to be paid for the existing Centralized Services based on the charges set forth on Exhibit D (as such charges may be increased to reflect increases in the Consumer Price Index from the Effective Date and to reflect specific increases in the costs of operating, maintaining and upgrading such services) and for the benefit any new Centralized Services based on Sheraton's reasonable estimate of the Affiliated Facilities or costs and expenses which will be incurred in substitution for providing such services now performed at the Golf Facilities which may be more efficiently performed on a group basissystem-wide basis to Sheraton hotels, which estimate of costs may include, without limitation, salaries (including payroll taxes and employee benefits) of employees of Sheraton and its Affiliates, overhead, recovery of development costs, promotion, costs of operating, upgrading and maintaining such services, and costs of all equipment employed in the rendition of such services. Any modification to the foregoing list of The Hotel's costs for participating in such Centralized Services shall be made by Golf Manager determined in conjunction with the Golf Facilities Annual Plan an equitable manner 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 methodology applied to the Golf Facilities shall be no less favorable to the Resort than the allocation methodology applied to any other Affiliated Facilities, taking into account the time at which a facility became part of the portfolio of Affiliated Facilities during the year of the assessment; and provided, further, Golf Manager shall provide to Hotel Manager and Owner all back-up or supporting information bearing on the allocationsame basis as allocated or charged to other Sheraton hotels. If In addition, if equipment is installed and maintained at the Golf Facilities solely Hotel in connection with the rendering rendition of any Centralized Services thereforServices, all costs thereof shall will be paid by Owner and charged to the operation of the Golf Facilities Hotel either as a current expense an Operating Expense (and Operator may pay for same from the Bank Account) or capitalized over a period of years, as determined in accordance with generally accepted accounting principles consistently applied, and shall belong to Owner upon full payment or depreciation thereof. As of the date hereof, Centralized Services are allocated to the Golf Facilities in accordance with the following respective allocation methods: (i) “Facility Training, Recruiting, and Standards” costs shall be allocated among Affiliated Facilities on a per hole basisby Sheraton's independent public accountant.