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Hotel Management Agreement

Category: 270 Legal Recent Posts, Hotel, Management


HOTEL MANAGEMENT AGREEMENT

FOR THE

LODGE AND SPA AT CORDILLERA

BETWEEN

COLORADO HOTEL OPERATOR, INC.,
a Delaware corporation

AND

ROCKRESORTS INTERNATIONAL, LLC,
a Delaware Limited Liability company

May 1, 2005

[THIS AGREEMENT IS NOT TO BE RECORDED IN REAL ESTATE RECORDS]

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MANAGEMENT AGREEMENT

This Management Agreement (“Agreement”) is entered into as of May 1, 2005 by and between ROCKRESORTS INTERNATIONAL, LLC, a Delaware limited liability company (“Operator”), and COLORADO HOTEL OPERATOR, INC., a Delaware corporation (“Lessee”). Operator and Lessee are referred to collectively herein as the “Parties” and individually as a “Party.”

RECITALS

A. Lessee is the lessee under that certain Master Lease dated as of December, 2003 between Cordillera Lodge & Spa, LLC, a Delaware Limited Liability Company (“Landlord”) and Lessee(1), pertaining to the land and improvements (“Real Property”), which includes the Hotel and related facilities and the real property on which such facilities are located, in Edwards, Colorado and commonly known as the “Lodge and Spa at Cordillera” (the “Hotel”). For purposes of this Agreement, “Hotel” shall also include (1) “The Grouse on the Green” restaurant property, (2) the approximately 1700 square foot commercial condominium property located adjacent to the base of the Strawberry Park lift in the Beaver Creek ski area (“Strawberry Park Facility”), (3) certain guest playing/tee time rights on golf courses inside the Cordillera residential community, and (4) the property commonly referred to as the “Carriage House” building; provided that, Operator acknowledges and agrees that (a) Fee Owner may subdivide the Real Property during the term of this Agreement and (b) a portion of the currently undeveloped Real Property may be used for residential or other purposes and removed from the definition of “Real Property” and excluded from the area managed by Operator under this Agreement in the sole discretion of Lessee and/or Landlord and without the consent or approval of Operator. The legal description of the initial Real Property is attached hereto as Exhibit “A”. The items set forth in subclauses (2) and (3) above are shared between the Hotel and additional residential units to be constructed on the site of the Hotel, and are therefore not exclusive to the Hotel.

B. Lessee desires to engage Operator and Operator desires to be engaged, as manager of the Hotel, pursuant to the terms and conditions set forth in this Agreement.

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ARTICLE 2

GENERAL MANAGEMENT AND OPERATIONS

2.1 General Management Services. Subject to the provisions of this Agreement, Lessee hereby engages Operator to supervise and direct the management, operation, and promotion of the Hotel during the term of this Agreement, and Operator hereby accepts such engagement.

2.2 Authority and Duty of Operator. From and after the Effective Date and subject to the provisions of this Agreement and the availability of sufficient funds, Operator shall have the exclusive authority and duty to direct, supervise, manage, and operate the Hotel on a day-to-day basis in an efficient and economical manner and shall use commercially reasonable efforts to manage the Hotel in accordance with the terms and conditions of this Agreement, the Operating Standard and in a manner consistent with the goals of (i) protecting and preserving the assets that comprise the Hotel; and (ii) maximizing Cash Flow Before Incentive Fees from the Hotel’s operation. Without limiting the generality of the foregoing, Operator shall have the authority and duty, consistent with the limitations set forth in this Agreement, including, but not limited to the limitations set forth in the Operating Plan and Budget, as Operator deems necessary or advisable for the proper operation and maintenance of the Hotel in accordance with the Operating Standard, and Operator agrees that it shall:

2.2.1 determine all personnel policies relating to the Hotel, including: (i) policies relating to terms and conditions of employment, selection, training, compensation, bonuses, employee benefits, discipline, discharge, and replacement; provided, however that no employee compensation package shall include a provision for food, lodging or housing in the Hotel without the prior written consent of Lessee with the exception of relocation packages per established Operator policy (which is approved by Lessee in advance); and (ii) policies relating to the exercise by any person or organization of rights under the National Labor Relations Act or any applicable labor laws in relation to the Hotel, provided that, Operator shall not enter into any union organization or recognition agreement or contract regarding any collective bargaining agreement or multi-employer plan without the prior consent of Lessee.
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