Management Contract Hotel Pdf
2021年11月23日Download here: http://gg.gg/x06sc
Contracts allow the proper management of the expectations of all the parties or entities involved in the agreement. Since this document is a formal material and should be reviewed precisely before signing, all the people who are within the bounds of the transaction will know how the entire process will go based on the contract stipulations. Similarly, hotel management contracts (“HMC”) and the relationship between an Owner and an Operator is changing – at JLL and Baker McKenzie, we are at the forefront of seeing this change and we are pleased to share with you Hotel Management Contracts 2018, a unique analysis of recent trends in. Under the Hotel Management Contract (HMC), conflicts between a hotel owner and hotel operator can be grouped into three main categories:. Level of control and influence: There is an ongoing debate over to what extent a hotel owner should take control before and after a hotel opening. Historically, HMCs have heavily favoured management companies. A hotel management agreement records the relationship between the owner and the operator of a hotel. The nature of the relationship is that the operator is made responsible for the day-to-day running of the hotel, including hiring and firing employees. As well as providing accommodation, and additional functions such as conference facilities.
*Hotel Management Agreement
*Management Agreement For Restaurant
Hotel management is an important part of the functioning and operations of any hotel. This complex task can only be handled by someone who is experienced, has the proper managerial skills and the required experience.
Thus, hotels often hire specialists to handle hotel management and pay them for their services. In such situations, hotel management agreement contracts may be formed. These contracts work like employment contracts wherein the hotel owner employs an individual or a group for the managerial tasks of the hotel by paying a certain salary.
Hotel management agreement contracts are written documents which protect the owner and the manager against any violation of the terms of the contract and authorize each party to fulfill its part of the deal. This means that on signing of a hotel management agreement contract, the hotel owner must compulsorily make the payment to the manager and the manager must perform the managerial work.
The terms and conditions stated in such contracts must define the term of employment, the salary, the working hours, the work duties and the working days of the hotel manager. These terms should also state the role of the owner in the agreement contract.Sample Hotel Management Agreement ContractExhibit 2.3MANAGEMENT AGREEMENTTHIS MANAGEMENT AGREEMENT (this ’Agreement’) is madeeffective this 23rd day of December, 2002 (the ’Effective Date’), betweenEATERIES, INC., an Oklahoma corporation (’Manager’), and FIESTA, L.L.C., anOklahoma limited liability company (’Owner’).RECITALSA. Manager, by and through its wholly owned subsidiary, FiestaRestaurants, Inc., an Oklahoma corporation, has sold to Owner all of the assets of seven(7) of its restaurants and one (1) concession under the trade name ’Garcia’sMexican Restaurant’ located in Arizona’ pursuant to that certain AcquisitionAgreement dated effective as of December 16, 2002 (the ’Acquisition Agreement’)and all of the assets of the restaurant located at 4925 East Shea Boulevard, Phoenix,Arizona and operated under the trade name ’Garcia’s Mexican Restaurant’pursuant to that certain Acquisition Agreement dated effective as of December 16, 2002,all as identified on Schedule ’1’ attached hereto (collectively, the’Fiesta Restaurants’).B. Owner has acquired controlling ownership of Best Restaurants,L.L.C., an Oklahoma limited liability company and Best Restaurants II, L.L.C., an Oklahomalimited liability company (collectively, ’Best Restaurants’), which operatethree (3) restaurants under the trade name ’Garcia’s Mexican Restaurant’located in Carmichael, California; Idaho Falls, Idaho; and Layton, Utah, as identified on Schedule’1’ attached hereto (the ’BR Restaurants’).C. Owner has assumed the obligations of franchisor and/or licensorunder certain franchise and/or license agreements for restaurants operated under the tradename ’Garcia’s Mexican Restaurant’, as identified on Schedule’1’ attached hereto, and may establish franchise and/or license arrangementswith additional restaurants (collectively, the ’Franchise Restaurants’).D. Owner and/or Owner’s designated affiliates, including, withoutlimitation, Best Restaurants desire to retain Manager to manage and operate the FiestaRestaurants, the BR Restaurants (in addition to and not in replacement of the currentagreement between Best Restaurants and Manager to provide accounting services to the BRRestaurants) and any additional Garcia’s Restaurants owned and/or developed by Owneror its affiliates (collectively, the ’Restaurants’), and provide supportservices to the Franchised Restaurants, on the terms and conditions set forth in thisAgreement. Any reference to Owner throughout this Agreement shall mean and include any andall of Owner’s designated affiliates that may directly or indirectly control or ownan interest in any of the Restaurants.E. Manager is experienced in restaurant operation and management andhas the staff, expertise and capability to perform the terms of this Agreement.NOW, THEREFORE, in consideration of the foregoing, the mutual covenantsand agreements contained in this Agreement and other good and valuable consideration notrecited in this Agreement, the receipt and sufficiency of which are hereby acknowledged,the parties agree as follows:1. Engagement and Authorization.1.01 Engagement As Manager. Owner hereby engages Manager as itssole and exclusive agent to supervise, manage, direct and control the operations of theRestaurants, in accordance with the terms and conditions hereof. Manager hereby acceptssuch engagement as the manager of the Restaurants during the Term, as hereafter defined,of this Agreement.1.02 Grant of Authority. Owner hereby grants Manager full powerand authority to take all actions and to do all things reasonably required to perform theobligations of the Manager under this Agreement; provided that: (i) Manager shall not havethe power and authority to grant any mortgage, encumbrance, security interest, pledge orother lien on any tangible or intangible asset of Owner without the approval of Owner. Inthe performance of this Agreement, Manager shall act as the agent of Owner; and (ii) suchpower and authority will be limited to providing the Services, as defined herein. Nothingherein shall constitute or be construed to be or create a partnership, joint venture orlease between Owner and Manager. The creation of this agency shall not in any mannerrelieve Owner of its duties or obligations under contract or law. All debts andliabilities incurred by Manager in the course of its management of the Restaurants shallbe the debts and liabilities of Owner and in no event shall be the debts and liabilitiesof Manager. 2. Manager’s Duties. Kittinger furniture ebay. Throughout the Term of this Agreement,Manager will use the Manager’s commercially reasonable efforts and due diligence to manageand operate the Restaurants in a manner and quality not less than those provided byManager with respect to the restaurants it owns. During the Term, Manager shall provideOwner with the following specific services (hereinafter collectively referred to as the’Services’), at each of the Restaurants:Hotel Management Agreement2.01 Restaurant Management. Manager shall oversee the day-to-daymanagement of the Restaurants, which responsibilities shall include: (a) the hiring,training and supervising of all restaurant employees, as more particularly describedbelow; (b) the preparation of the Proposed Operating Budget and the updating of theApproved Operating Budget, as hereafter defined; (c) the reviewing, approving and payingof all operating expenses pursuant to the Approved Operating Budget; (d) the maintenanceof business files and records; (e) the performance of general administrative functions;and (f) the preparation of the Restaurants’ monthly activities, as more particularlydescribed below. In addition, Manager shall manage, operate, and maintain the Restaurantsin such a manner that each Restaurant is at all times in substantial compliance with: (i)all zoning and use restrictions, fire codes, building codes, and other requirements issuedby any governmental authority; (ii) all licenses, permits and other authorizationsrequired in the operation of the Restaurants; (iii) any policy of insurance covering theRestaurants; (iv) any real estate lease, as applicable, to avoid any default by Ownerthereunder; (v) the negotiation of inventory purchase contracts with vendors, includingcombining purchasing quantity of Manager and its franchisee and/or licensees with thepurchasing quantity of Owner, its affiliates and franchisee and/or licensees in order toobtain any vendor discounts, rebates or refunds; and (vi) all applicable laws andregulations. With the written consent of Owner, Manager may in the name of itself, Owneror both, take such appropriate action as necessary to challenge to protest the validity orapplication of any legal requirement, tax or other imposition against the Restaurants.Owner shall execute and deliver any documents which Manager deems reasonably necessary andappropriate in connection with such action.2.02 Operating Budget. Within thirty (30) days of the executionof this Agreement, Manager will recommend and submit to Owner a forecast (the’Proposed Operating Budget’) reflecting: (a) an itemization of the estimatedreceipts, disbursements, operational expenditures and capital expenditures for the ensuingcalendar year; (b) a summary of rates to be charged for food and beverage menu prices,catering, conference, banquet and other common area use charges; (c) a staffing planindicating the number of employees, job titles, salaries and fringe benefits applicable toeach employee and a description of the workers’ compensation coverage maintained by theManager with respect to each employee; (d) a listing of the service contracts executed orproposed to be executed by the Manager in the course of operating the Restaurantsidentifying the contract vendor, the services to be provided, the contract amount and theterm of the service contract; (e) a description of the marketing program to be undertakenby the Manager identifying the costs thereof, the complimentary services to be providedand the improvement in sales which the Manager anticipates; (f) a description of thecomplimentary food and beverage services which the Manager will accord to the employeesand the travel expenses anticipated to be reimbursed to the employees; (g) a listing ofany affiliates (meaning any person or entity over which the Manager has the ability tocontrol policy determinations, whether by ownership, by contract or otherwise) of theManager which will provide services to the Restaurants; (h) a report of any anticipatedchanges in any requirements of law affecting the Restaurants and the status of any licenseor permit necessary to the operation of the Restaurants; and (i) such additionalinformation as might be recommended by Manager or reasonably requested by Owner withrespect to the anticipated operation of the Restaurants. The Proposed Operating Budgetwill be submitted to the Owner for approval and the Owner will have the right to make anychanges thereto and finalize the Proposed Operating Budget in form satisfactory to theOwner in the Owner’s sole discretion. The Owner will inform the Manager of approval of orany change to the Proposed Operating Budget prior to commencement of the period covered bythe Proposed Operating Budget and, when approved by the Owner, the same will constitutethe approved operating budget (the ’Approved Operating Budget’) pursuant towhich the Manager will manage and operate the Restaurants during the ensuing calendaryear. The Manager will thereafter prepare and deliver to the Owner prior to the beginningof each quarter during the ensuing year any changes in the information contained in theApproved Operating Budget necessary to reflect current conditions. At the sole option ofthe Owner, the Approved Operating Budget may be revised at any time by delivery of writtennotice to the Manager and the Approved Operating Budget, as amended, will thereafterconstitute the standard pursuant to which the Manager will manage and operate theRestaurants. The Manager will authorize no expense in the operation, marketing ormanagement of the Restaurants in excess of the amount allocated to the variousclassifications of expense in the Approved Operating Budget without the prior consent ofthe Owner; provided, however, the Manager may expend sums without the prior approval ofthe Owner under emergency circumstances requiring expenditures which are immediatelynecessary for the preservation or safety of the Restaurants or to avoid danger to life orproperty. The Owner acknowledges that the financial forecasts contained in the ApprovedOperating Budget will represent the Manager’s good faith estimate of the anticipatedoperating results and are not intended to constitute a guarantee that such financialresults will in fact be achieved.2.03 Operating Expenses. Subject to the limitations establishedby the Approved Operating Budget, the Manager will: (a) pay all expenses of operating theRestaurants from funds on deposit in the Operating Account; (b) negotiate and enter intoon Owner’s behalf all service contracts, including without limitation, water, electricity,gas, fuel, telephone, contracts for janitorial services, vermin extermination, trashremoval, landscaping services, and other services required to operate and maintain theRestaurants; (c) purchase supplies, equipment and materials which are required to operateand maintain the Restaurants; (d) maintain the premises of the Restaurants in a mannerwhich maximizes the appearance and operation of the Restaurants to the Restaurants’potential, including without limitation, interior and exterior cleaning, plumbing, andsuch other normal maintenance and repair work as might be desirable; and (e) negotiate andenter into contracts for the marketing, promotion and advertisement of the Restaurants.Unless otherwise approved by Owner, all service contracts will be executed in the name ofthe Manager or in the name of the Manager as agent for the Owner, will be assignable tothe Owner or the Owner’s designee, will be terminable on thirty (30) days’ prior notice bythe Manager, will require that the contractor provide evidence of appropriate insurancecoverage and will be for amounts not in excess of the amounts reflected in the ApprovedOperating Budget. Whether entered into in the name of Manager or in the name of Manager asagent for the Owner, the agreement shall be deemed entered into on behalf of Owner asprincipal, and Owner rather than Manager shall be liable for the performance of allobligations under, and shall receive all benefits, under such agreements. As reasonablyrequested by Manager, Owner shall execute and enter into any agreements relating to theRestaurants.2.04 Operating Account. Manager shall open and maintain onbehalf of Owner a separate bank account (the ’Operating Account’) at acommercial bank approved by Owner. Title to the Operating Account shall indicate that thefunds therein are being held in trust for the benefit of Owner. Owner and Manager shalleach have the power to withdraw funds from the Operating Account. Manager will depositinto the Operating Account and hold in a fiduciary capacity all monies furnished by Ownerand all funds received from the operation of the Restaurants. Manager will pay from theOperating Account all amounts authorized by the Approved Operating Budget. Owner willprovide to Manager an initial deposit in an amount sufficient to pay the first month’soperating expenses of the Restaurants. To the extent the receipts of the Restaurants areinsufficient to pay the operating expenses of the Restaurants as the same become due, theOwner will provide such funds as are reasonably requested by the Manager by deposit to theOperating Account within two (2) business days after each request therefor. On the ninth(9th) day of every month, the Manager will remit by wire transfer to the Owner thatamount, if any, which is in excess of the funds which are reasonably estimated by theManager to operate the Restaurants for the current month. Manager shall not in any eventbe required to pay any expenses of the Restaurants with its own funds, and if it shall doso, Owner shall reimburse Management for such expenditures upon request and receipt ofsupporting documentation.2.05 Monthly Reports. Manager shall maintain full and adequaterecords and books of account and such other records as might be appropriate to reflect theresults of operation of the Restaurants, and which shall reflect all revenues andexpenditures and all other receipts and disbursements relating to each of the Restaurants.All books and records will be the property of the Owner and the Owner will have accessthereto at all reasonable times. Within fifteen (15) days after the end of each month,Manager shall prepare and furnish to Owner the following information for the precedingmonth for each of the Restaurants: (i) Financial Statements. A statement in form acceptable to theOwner indicating the receipts, disbursements, delinquencies and uncollected items arisingfrom the operation of the Restaurants which will include a comparison of monthly andyear-to-date actual receipts and disbursements with the Approved Operating Budget;(ii) Supporting Data. At the Owner’s request, copies of thefollowing: (a) all checks, bank statements, bank deposit slips and bank reconciliations;(b) detailed cash receipts and disbursement records; (c) copies of all invoices; (d)supporting documentation for payroll, payroll taxes and employee benefits; and (e) suchother information as the Owner might reasonably request;(iii) Other Reports. Such other reports and documents as mightbe reasonably requested by the Owner from time to time (including, without impliedlimitation, certificates of compliance and other instruments required in connection withany bond financing relating to the Restaurants).2.06 Human Resources. Manager shall, on Owner’s behalf,hire, train, supervise, and pay all restaurant employees and other personnel(’Employees’) necessary to fulfill its obligations hereunder. All Employeesshall be the employees or independent contractors of Owner and not the employees orindependent contractors of Manager. Manager may discharge any Employee in its discretionand pursuant to applicable state and federal law. Manager shall, at Owner’s expense,cause Employees to be covered by workers’ compensation insurance and such otherinsurance as is now or hereafter required by law. Manager shall maintain all personnel andpayroll records and manage all Employee benefits progra
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Contracts allow the proper management of the expectations of all the parties or entities involved in the agreement. Since this document is a formal material and should be reviewed precisely before signing, all the people who are within the bounds of the transaction will know how the entire process will go based on the contract stipulations. Similarly, hotel management contracts (“HMC”) and the relationship between an Owner and an Operator is changing – at JLL and Baker McKenzie, we are at the forefront of seeing this change and we are pleased to share with you Hotel Management Contracts 2018, a unique analysis of recent trends in. Under the Hotel Management Contract (HMC), conflicts between a hotel owner and hotel operator can be grouped into three main categories:. Level of control and influence: There is an ongoing debate over to what extent a hotel owner should take control before and after a hotel opening. Historically, HMCs have heavily favoured management companies. A hotel management agreement records the relationship between the owner and the operator of a hotel. The nature of the relationship is that the operator is made responsible for the day-to-day running of the hotel, including hiring and firing employees. As well as providing accommodation, and additional functions such as conference facilities.
*Hotel Management Agreement
*Management Agreement For Restaurant
Hotel management is an important part of the functioning and operations of any hotel. This complex task can only be handled by someone who is experienced, has the proper managerial skills and the required experience.
Thus, hotels often hire specialists to handle hotel management and pay them for their services. In such situations, hotel management agreement contracts may be formed. These contracts work like employment contracts wherein the hotel owner employs an individual or a group for the managerial tasks of the hotel by paying a certain salary.
Hotel management agreement contracts are written documents which protect the owner and the manager against any violation of the terms of the contract and authorize each party to fulfill its part of the deal. This means that on signing of a hotel management agreement contract, the hotel owner must compulsorily make the payment to the manager and the manager must perform the managerial work.
The terms and conditions stated in such contracts must define the term of employment, the salary, the working hours, the work duties and the working days of the hotel manager. These terms should also state the role of the owner in the agreement contract.Sample Hotel Management Agreement ContractExhibit 2.3MANAGEMENT AGREEMENTTHIS MANAGEMENT AGREEMENT (this ’Agreement’) is madeeffective this 23rd day of December, 2002 (the ’Effective Date’), betweenEATERIES, INC., an Oklahoma corporation (’Manager’), and FIESTA, L.L.C., anOklahoma limited liability company (’Owner’).RECITALSA. Manager, by and through its wholly owned subsidiary, FiestaRestaurants, Inc., an Oklahoma corporation, has sold to Owner all of the assets of seven(7) of its restaurants and one (1) concession under the trade name ’Garcia’sMexican Restaurant’ located in Arizona’ pursuant to that certain AcquisitionAgreement dated effective as of December 16, 2002 (the ’Acquisition Agreement’)and all of the assets of the restaurant located at 4925 East Shea Boulevard, Phoenix,Arizona and operated under the trade name ’Garcia’s Mexican Restaurant’pursuant to that certain Acquisition Agreement dated effective as of December 16, 2002,all as identified on Schedule ’1’ attached hereto (collectively, the’Fiesta Restaurants’).B. Owner has acquired controlling ownership of Best Restaurants,L.L.C., an Oklahoma limited liability company and Best Restaurants II, L.L.C., an Oklahomalimited liability company (collectively, ’Best Restaurants’), which operatethree (3) restaurants under the trade name ’Garcia’s Mexican Restaurant’located in Carmichael, California; Idaho Falls, Idaho; and Layton, Utah, as identified on Schedule’1’ attached hereto (the ’BR Restaurants’).C. Owner has assumed the obligations of franchisor and/or licensorunder certain franchise and/or license agreements for restaurants operated under the tradename ’Garcia’s Mexican Restaurant’, as identified on Schedule’1’ attached hereto, and may establish franchise and/or license arrangementswith additional restaurants (collectively, the ’Franchise Restaurants’).D. Owner and/or Owner’s designated affiliates, including, withoutlimitation, Best Restaurants desire to retain Manager to manage and operate the FiestaRestaurants, the BR Restaurants (in addition to and not in replacement of the currentagreement between Best Restaurants and Manager to provide accounting services to the BRRestaurants) and any additional Garcia’s Restaurants owned and/or developed by Owneror its affiliates (collectively, the ’Restaurants’), and provide supportservices to the Franchised Restaurants, on the terms and conditions set forth in thisAgreement. Any reference to Owner throughout this Agreement shall mean and include any andall of Owner’s designated affiliates that may directly or indirectly control or ownan interest in any of the Restaurants.E. Manager is experienced in restaurant operation and management andhas the staff, expertise and capability to perform the terms of this Agreement.NOW, THEREFORE, in consideration of the foregoing, the mutual covenantsand agreements contained in this Agreement and other good and valuable consideration notrecited in this Agreement, the receipt and sufficiency of which are hereby acknowledged,the parties agree as follows:1. Engagement and Authorization.1.01 Engagement As Manager. Owner hereby engages Manager as itssole and exclusive agent to supervise, manage, direct and control the operations of theRestaurants, in accordance with the terms and conditions hereof. Manager hereby acceptssuch engagement as the manager of the Restaurants during the Term, as hereafter defined,of this Agreement.1.02 Grant of Authority. Owner hereby grants Manager full powerand authority to take all actions and to do all things reasonably required to perform theobligations of the Manager under this Agreement; provided that: (i) Manager shall not havethe power and authority to grant any mortgage, encumbrance, security interest, pledge orother lien on any tangible or intangible asset of Owner without the approval of Owner. Inthe performance of this Agreement, Manager shall act as the agent of Owner; and (ii) suchpower and authority will be limited to providing the Services, as defined herein. Nothingherein shall constitute or be construed to be or create a partnership, joint venture orlease between Owner and Manager. The creation of this agency shall not in any mannerrelieve Owner of its duties or obligations under contract or law. All debts andliabilities incurred by Manager in the course of its management of the Restaurants shallbe the debts and liabilities of Owner and in no event shall be the debts and liabilitiesof Manager. 2. Manager’s Duties. Kittinger furniture ebay. Throughout the Term of this Agreement,Manager will use the Manager’s commercially reasonable efforts and due diligence to manageand operate the Restaurants in a manner and quality not less than those provided byManager with respect to the restaurants it owns. During the Term, Manager shall provideOwner with the following specific services (hereinafter collectively referred to as the’Services’), at each of the Restaurants:Hotel Management Agreement2.01 Restaurant Management. Manager shall oversee the day-to-daymanagement of the Restaurants, which responsibilities shall include: (a) the hiring,training and supervising of all restaurant employees, as more particularly describedbelow; (b) the preparation of the Proposed Operating Budget and the updating of theApproved Operating Budget, as hereafter defined; (c) the reviewing, approving and payingof all operating expenses pursuant to the Approved Operating Budget; (d) the maintenanceof business files and records; (e) the performance of general administrative functions;and (f) the preparation of the Restaurants’ monthly activities, as more particularlydescribed below. In addition, Manager shall manage, operate, and maintain the Restaurantsin such a manner that each Restaurant is at all times in substantial compliance with: (i)all zoning and use restrictions, fire codes, building codes, and other requirements issuedby any governmental authority; (ii) all licenses, permits and other authorizationsrequired in the operation of the Restaurants; (iii) any policy of insurance covering theRestaurants; (iv) any real estate lease, as applicable, to avoid any default by Ownerthereunder; (v) the negotiation of inventory purchase contracts with vendors, includingcombining purchasing quantity of Manager and its franchisee and/or licensees with thepurchasing quantity of Owner, its affiliates and franchisee and/or licensees in order toobtain any vendor discounts, rebates or refunds; and (vi) all applicable laws andregulations. With the written consent of Owner, Manager may in the name of itself, Owneror both, take such appropriate action as necessary to challenge to protest the validity orapplication of any legal requirement, tax or other imposition against the Restaurants.Owner shall execute and deliver any documents which Manager deems reasonably necessary andappropriate in connection with such action.2.02 Operating Budget. Within thirty (30) days of the executionof this Agreement, Manager will recommend and submit to Owner a forecast (the’Proposed Operating Budget’) reflecting: (a) an itemization of the estimatedreceipts, disbursements, operational expenditures and capital expenditures for the ensuingcalendar year; (b) a summary of rates to be charged for food and beverage menu prices,catering, conference, banquet and other common area use charges; (c) a staffing planindicating the number of employees, job titles, salaries and fringe benefits applicable toeach employee and a description of the workers’ compensation coverage maintained by theManager with respect to each employee; (d) a listing of the service contracts executed orproposed to be executed by the Manager in the course of operating the Restaurantsidentifying the contract vendor, the services to be provided, the contract amount and theterm of the service contract; (e) a description of the marketing program to be undertakenby the Manager identifying the costs thereof, the complimentary services to be providedand the improvement in sales which the Manager anticipates; (f) a description of thecomplimentary food and beverage services which the Manager will accord to the employeesand the travel expenses anticipated to be reimbursed to the employees; (g) a listing ofany affiliates (meaning any person or entity over which the Manager has the ability tocontrol policy determinations, whether by ownership, by contract or otherwise) of theManager which will provide services to the Restaurants; (h) a report of any anticipatedchanges in any requirements of law affecting the Restaurants and the status of any licenseor permit necessary to the operation of the Restaurants; and (i) such additionalinformation as might be recommended by Manager or reasonably requested by Owner withrespect to the anticipated operation of the Restaurants. The Proposed Operating Budgetwill be submitted to the Owner for approval and the Owner will have the right to make anychanges thereto and finalize the Proposed Operating Budget in form satisfactory to theOwner in the Owner’s sole discretion. The Owner will inform the Manager of approval of orany change to the Proposed Operating Budget prior to commencement of the period covered bythe Proposed Operating Budget and, when approved by the Owner, the same will constitutethe approved operating budget (the ’Approved Operating Budget’) pursuant towhich the Manager will manage and operate the Restaurants during the ensuing calendaryear. The Manager will thereafter prepare and deliver to the Owner prior to the beginningof each quarter during the ensuing year any changes in the information contained in theApproved Operating Budget necessary to reflect current conditions. At the sole option ofthe Owner, the Approved Operating Budget may be revised at any time by delivery of writtennotice to the Manager and the Approved Operating Budget, as amended, will thereafterconstitute the standard pursuant to which the Manager will manage and operate theRestaurants. The Manager will authorize no expense in the operation, marketing ormanagement of the Restaurants in excess of the amount allocated to the variousclassifications of expense in the Approved Operating Budget without the prior consent ofthe Owner; provided, however, the Manager may expend sums without the prior approval ofthe Owner under emergency circumstances requiring expenditures which are immediatelynecessary for the preservation or safety of the Restaurants or to avoid danger to life orproperty. The Owner acknowledges that the financial forecasts contained in the ApprovedOperating Budget will represent the Manager’s good faith estimate of the anticipatedoperating results and are not intended to constitute a guarantee that such financialresults will in fact be achieved.2.03 Operating Expenses. Subject to the limitations establishedby the Approved Operating Budget, the Manager will: (a) pay all expenses of operating theRestaurants from funds on deposit in the Operating Account; (b) negotiate and enter intoon Owner’s behalf all service contracts, including without limitation, water, electricity,gas, fuel, telephone, contracts for janitorial services, vermin extermination, trashremoval, landscaping services, and other services required to operate and maintain theRestaurants; (c) purchase supplies, equipment and materials which are required to operateand maintain the Restaurants; (d) maintain the premises of the Restaurants in a mannerwhich maximizes the appearance and operation of the Restaurants to the Restaurants’potential, including without limitation, interior and exterior cleaning, plumbing, andsuch other normal maintenance and repair work as might be desirable; and (e) negotiate andenter into contracts for the marketing, promotion and advertisement of the Restaurants.Unless otherwise approved by Owner, all service contracts will be executed in the name ofthe Manager or in the name of the Manager as agent for the Owner, will be assignable tothe Owner or the Owner’s designee, will be terminable on thirty (30) days’ prior notice bythe Manager, will require that the contractor provide evidence of appropriate insurancecoverage and will be for amounts not in excess of the amounts reflected in the ApprovedOperating Budget. Whether entered into in the name of Manager or in the name of Manager asagent for the Owner, the agreement shall be deemed entered into on behalf of Owner asprincipal, and Owner rather than Manager shall be liable for the performance of allobligations under, and shall receive all benefits, under such agreements. As reasonablyrequested by Manager, Owner shall execute and enter into any agreements relating to theRestaurants.2.04 Operating Account. Manager shall open and maintain onbehalf of Owner a separate bank account (the ’Operating Account’) at acommercial bank approved by Owner. Title to the Operating Account shall indicate that thefunds therein are being held in trust for the benefit of Owner. Owner and Manager shalleach have the power to withdraw funds from the Operating Account. Manager will depositinto the Operating Account and hold in a fiduciary capacity all monies furnished by Ownerand all funds received from the operation of the Restaurants. Manager will pay from theOperating Account all amounts authorized by the Approved Operating Budget. Owner willprovide to Manager an initial deposit in an amount sufficient to pay the first month’soperating expenses of the Restaurants. To the extent the receipts of the Restaurants areinsufficient to pay the operating expenses of the Restaurants as the same become due, theOwner will provide such funds as are reasonably requested by the Manager by deposit to theOperating Account within two (2) business days after each request therefor. On the ninth(9th) day of every month, the Manager will remit by wire transfer to the Owner thatamount, if any, which is in excess of the funds which are reasonably estimated by theManager to operate the Restaurants for the current month. Manager shall not in any eventbe required to pay any expenses of the Restaurants with its own funds, and if it shall doso, Owner shall reimburse Management for such expenditures upon request and receipt ofsupporting documentation.2.05 Monthly Reports. Manager shall maintain full and adequaterecords and books of account and such other records as might be appropriate to reflect theresults of operation of the Restaurants, and which shall reflect all revenues andexpenditures and all other receipts and disbursements relating to each of the Restaurants.All books and records will be the property of the Owner and the Owner will have accessthereto at all reasonable times. Within fifteen (15) days after the end of each month,Manager shall prepare and furnish to Owner the following information for the precedingmonth for each of the Restaurants: (i) Financial Statements. A statement in form acceptable to theOwner indicating the receipts, disbursements, delinquencies and uncollected items arisingfrom the operation of the Restaurants which will include a comparison of monthly andyear-to-date actual receipts and disbursements with the Approved Operating Budget;(ii) Supporting Data. At the Owner’s request, copies of thefollowing: (a) all checks, bank statements, bank deposit slips and bank reconciliations;(b) detailed cash receipts and disbursement records; (c) copies of all invoices; (d)supporting documentation for payroll, payroll taxes and employee benefits; and (e) suchother information as the Owner might reasonably request;(iii) Other Reports. Such other reports and documents as mightbe reasonably requested by the Owner from time to time (including, without impliedlimitation, certificates of compliance and other instruments required in connection withany bond financing relating to the Restaurants).2.06 Human Resources. Manager shall, on Owner’s behalf,hire, train, supervise, and pay all restaurant employees and other personnel(’Employees’) necessary to fulfill its obligations hereunder. All Employeesshall be the employees or independent contractors of Owner and not the employees orindependent contractors of Manager. Manager may discharge any Employee in its discretionand pursuant to applicable state and federal law. Manager shall, at Owner’s expense,cause Employees to be covered by workers’ compensation insurance and such otherinsurance as is now or hereafter required by law. Manager shall maintain all personnel andpayroll records and manage all Employee benefits progra
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