Common use of Centralized Services Clause in Contracts

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 operation of the Hotel, as determined by Management Company in good faith and consistent with GAAP and the Uniform System of Accounts. C. Except to the extent of any delegation of rights and obligations under Section 19.01 A of this Agreement, in no event shall Management Company's Affiliates be deemed a party to this Agreement or responsible in any way for Management Company's obligations pursuant to this Agreement by virtue of providing any services described in this Agreement (including, without limitation, Centralized Services) to Management Company and TRS reimbursing Management Company for the expenses incurred in connection therewith.

Centralized Services. A. In operating the Hotel for the benefit of TRSOwner, 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 Owner 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 operation of the Hotel, as determined by Management Company in good faith and consistent with GAAP and the Uniform System of Accounts. C. Except to the extent of any delegation of rights and obligations under Section 19.01 A of this Agreement, in In no event shall Management Company's Affiliates be deemed a party to this Agreement or responsible in any way for Management Company's obligations pursuant to this Agreement by virtue of providing any services described in this Agreement (including, without limitation, Centralized Services) to Management Company and TRS Owner reimbursing Management Company for the expenses incurred in connection therewith.

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 operation of the Hotel, as determined by Management Company in good faith and consistent with GAAP and the Uniform System of Accounts. C. Except to the extent of any delegation of rights and obligations under Section 19.01 A of this Agreement, in In no event shall Management Company's Affiliates be deemed a party to this Agreement or responsible in any way for Management Company's obligations pursuant to this Agreement by virtue of providing any services described in this Agreement (including, without limitation, Centralized Services) to Management Company and TRS reimbursing Management Company for the expenses incurred in connection therewith.

Centralized Services. A. In operating (a) Manager will cause to be furnished to the Hotel for the benefit of TRS, there may be, from time to time, opportunities to provide some certain services ("Centralized Services") which are furnished generally on a centralized central or shared regional basis (“Centralized Services”) which would otherwise be provided separately for or at the Hotelto other Portfolio Hotels. Pursuant to the Approved Annual Operating Projection, TRS shall reimburse Management Company for any such Centralized Services shall include (i) training of personnel, (ii) accounting, internal audit and data processing services, and (iii) such additional central or regional 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 Portfolio Hotels or in substitution (and without duplication) of for services now performed at Management Company’s or its Affiliates’ individual hotels Portfolio Hotels which may be more efficiently performed on a group basis. Accounting and data processing services shall include a central office computer, full service accounting (or centralized basisoversight of property stand-alone accounting systems) and data processing system/program support, and audit and system/personnel support for the purpose of ensuring the consistent and professional execution of accounting and data processing functions required for the Hotel. B. The costs of (b) Centralized Services costs shall consist of the actual cost of the services without m▇▇▇-up markup or profit to Management Company Manager or any AffiliatesAffiliate, but shall include: (a) Employee Benefit include salary and employee benefit costs; (b) , cost of equipment used in performing Centralized Services; such services, and (c) overhead costs, reasonably allocated thereto allocable thereto, of the home office or any regional or other local office providing Centralized Servicessuch services; provided, however, that costs attributable or allocable to corporate office accounting and reporting for Manager or any of its Affiliates shall not be included. Costs and expenses incurred in the providing of Centralized Services for Portfolio Hotels shall be allocated in the manner described in the Approved Annual Operating Projection by Manager and its Affiliates on a fair and equitable basis basis, consistently applied, among all hotels Portfolio Hotels receiving such services; provided, however, that in no event shall the basis upon which the cost of such services is allocated to the Hotel be less favorable to the Hotel than the basis upon which such costs are allocated to any such Centralized Services; other hotel under an agreement entered into (as opposed to being assumed as part of an acquisition) subsequent to the costs and expenses Execution Date. A detailed budget for Centralized Services shall not be prepared and included in the Annual Business Plan submitted to Owner pursuant to Article 8.02(b)(1) hereof and in each Approved Budget. Anything herein to the contrary notwithstanding, in no event shall the amounts charged to the Hotel for any Fiscal Year exceed the amounts for such services set forth amount therefor included in the Approved Annual Operating ProjectionBudget for such Fiscal Year, unless otherwise expressly approved by Owner in writing. Costs of Centralized Services shall be payable monthly as an Operating ExpenseCost. Owner may at any reasonable time review the records of Manager and its Affiliates pertaining to such charges. 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 operation of the HotelHotel either as current expenses or capitalized over a period of years, as determined by Management Company Manager in good faith and consistent with GAAP and the Uniform System of AccountsGAAP. C. Except to the extent of any delegation of rights and obligations under Section 19.01 A of this Agreement, in no event shall Management Company's Affiliates be deemed a party to this Agreement or responsible in any way for Management Company's obligations pursuant to this Agreement by virtue of providing any services described in this Agreement (including, without limitation, Centralized Services) to Management Company and TRS reimbursing Management Company for the expenses incurred in connection therewith.

Centralized Services. A. In operating Operator shall cause Sheraton and/or its Affiliates to furnish to the Hotel the benefits of the "Centralized Services", which phrase shall mean (a) those services, programs and group benefits as are described in Exhibit D (for so long as such services are offered generally within the benefit of TRSSheraton system), there may beand (b) such additional services, programs or group benefits as are, from time to time, opportunities provided generally to provide some 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 Operator may in its discretion cause the Hotel to participate in any or all such Centralized Services. Operator and its Affiliates shall be 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 any new Centralized Services based on Sheraton's reasonable estimate of the costs and expenses which will be incurred in providing such services on a centralized or shared system-wide basis (“Centralized Services”) to Sheraton hotels, 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 estimate of costs 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: salaries (aincluding payroll taxes and employee benefits) marketingof employees of Sheraton and its Affiliates, advertising overhead, recovery of development costs, promotion, costs of operating, upgrading and promotion; (b) payroll processing, accountingmaintaining such services, 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 all equipment employed in the rendition 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 such services. The Hotel's costs for participating in performing Centralized Services; and (c) overhead costs, reasonably allocated thereto of any office providing Centralized Services. Costs and expenses incurred in providing such Centralized Services shall be allocated determined in the an equitable manner described in the Approved Annual Operating Projection and on a fair and equitable the same 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 Expenseas allocated or charged to other Sheraton hotels. 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 paid by Owner and charged to the operation of the HotelHotel either as an Operating Expense (and Operator may pay for same from the Bank Account) or over a period of years, as determined by Management Company in good faith and consistent with GAAP and the Uniform System of AccountsSheraton's independent public accountant. C. Except to the extent of any delegation of rights and obligations under Section 19.01 A of this Agreement, in no event shall Management Company's Affiliates be deemed a party to this Agreement or responsible in any way for Management Company's obligations pursuant to this Agreement by virtue of providing any services described in this Agreement (including, without limitation, Centralized Services) to Management Company and TRS reimbursing Management Company for the expenses incurred in connection therewith.