TO THE TERMS OF THIS AGREEMENT,
MANAGER SHALL HAVE UNINTERRUPTED CONTROL OVER THE OPERATION OF THE HOTELS.
OWNER ACKNOWLEDGES THAT UNDER THIS AGREEMENT, OWNER DELEGATES ALL AUTHORITIES
AND RESPONSIBILITIES FOR OPERATION OF THE HOTELS TO MANAGER PROVIDED, HOWEVER,
MANAGER SHALL NOT BE ENTITLED TO MAKE ANY AGREEMENT OR COMMITMENT BINDING ON
OWNER EXCEPT AS HEREIN EXPRESSLY PROVIDED.
MANAGER SHALL BE SOLELY RESPONSIBLE
FOR DETERMINING ROOM RATES, FOOD AND BEVERAGE MENU PRICES, CHARGES TO GUESTS FOR
OTHER HOTEL SERVICES AND THE TERMS OF GUEST OCCUPANCY AND ADMITTANCE TO THE
HOTELS, USE OF ROOMS FOR COMMERCIAL PURPOSES, POLICIES RELATING TO
ENTERTAINMENT, LABOR POLICIES, PUBLICITY AND PROMOTION ACTIVITIES AND TECHNOLOGY
SERVICES AND EQUIPMENT TO BE USED IN THE HOTEL.
MANAGER SHALL REVIEW WITH OWNER
FROM TIME TO TIME, AND DURING THE ANNUAL REVIEW OF THE YEARLY BUDGET, MATERIAL
CHANGES IN POLICIES, PRACTICES AND PROCEDURES AND THEIR EFFECT ON THE FINANCIAL
PERFORMANCE OF THE HOTELS.
6.3
ARBITRATION.
ANY DISPUTE UNDER THIS ARTICLE 6 SHALL BE RESOLVED
BY ARBITRATION.
ARTICLE 7
OPERATION OF THE HOTEL
7.1
PERMITS.
MANAGER, AS AN OPERATING COST, SHALL OBTAIN AND MAINTAIN
IN ITS NAME (OR OWNER'S OR PURCHASER'S NAME TO THE EXTENT THE SAME IS REQUIRED
BY APPLICABLE LEGAL REQUIREMENTS) IN FULL FORCE AND EFFECT ALL NECESSARY
OPERATING LICENSES AND PERMITS, INCLUDING LIQUOR, BAR, RESTAURANT, SIGN AND
HOTEL LICENSES, AS MAY BE REQUIRED FOR THE OPERATION OF THE HOTELS IN ACCORDANCE
WITH THIS AGREEMENT, THE APPLICABLE BRAND STANDARDS AND THE OPERATING
STANDARDS.
WITHOUT LIMITING THE FOREGOING,
45
MANAGER SHALL COMPLY WITH ALL OF THE OBLIGATIONS OF PURCHASER UNDER SECTION 8.5
OF THE BALTIMORE PURCHASE AGREEMENT.
OWNER AND/OR PURCHASER SHALL REASONABLY
COOPERATE WITH MANAGER IN OBTAINING ANY SUCH OPERATING LICENSES OR PERMITS.
EXCEPT AS OTHERWISE PROVIDED IN THE PURCHASE AGREEMENT, ANY COSTS OR EXPENSES
(INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) INCURRED BY OWNER
AND/OR PURCHASER IN CONNECTION THEREWITH SHALL CONSTITUTE OPERATING COSTS.
MANAGER WILL USE REASONABLE EFFORTS TO COMPLY WITH ALL LEGAL REQUIREMENTS
IMPOSED IN CONNECTION WITH ANY SUCH LICENSES AND PERMITS AND AT ALL TIMES USE
COMMERCIALLY REASONABLE EFFORTS TO MANAGE THE HOTELS IN ACCORDANCE WITH, AND
CAUSE THE HOTELS TO COMPLY WITH, SUCH LEGAL REQUIREMENTS, ANY OTHER LEGAL
REQUIREMENTS AND INSURANCE REQUIREMENTS APPLICABLE TO ANY HOTEL.
7.2
EQUIPMENT AND SUPPLIES.
MANAGER SHALL PROCURE PURSUANT TO THE
YEARLY BUDGETS ALL SUCH OPERATING SUPPLIES AND OPERATING EQUIPMENT AS MANAGER
DEEMS NECESSARY FOR THE NORMAL AND ORDINARY COURSE OF OPERATION OF THE HOTELS IN
ACCORDANCE WITH THE APPLICABLE BRAND STANDARDS AND OPERATING STANDARDS.
NOTWITHSTANDING THE FOREGOING, MANAGER SHALL HAVE NO OBLIGATION TO PROCURE
OPERATING SUPPLIES AND OPERATING EQUIPMENT FOR INFRASTRUCTURE AND/OR EQUIPMENT
WHICH IS/ARE NOT LOCATED WITHIN THE BALTIMORE HOTEL AND WHICH IS/ARE NOT THE
RESPONSIBILITY OF THE OWNER OF THE BALTIMORE HOTEL (INCLUDING, WITHOUT
LIMITATION, THE BALTIMORE HEALTH CLUB AND THE BALTIMORE CENTRAL PLANT) TO
MAINTAIN, REPAIR OR REPLACE.
7.3
PERSONNEL.
(A)
ALL PERSONNEL EMPLOYED AT THE HOTELS WILL BE EMPLOYEES OF MANAGER
OR ITS AFFILIATES.
MANAGER WILL HIRE, SUPERVISE, DIRECT, DISCHARGE AND
DETERMINE THE COMPENSATION, OTHER BENEFITS AND TERMS