01 Draft Hotel Management Agreement_508.pdf

VA-BRCA003-25

BRYCE CANYON NATIONAL PARK

MANAGEMENT AGREEMENT NO. VA-BRCA003-25

between

UNITED STATES DEPARTMENT OF THE INTERIOR

NATIONAL PARK SERVICE

as Owner and as Management Company

________________, 20__

TABLE OF CONTENTS

ARTICLE 1. THE HOTEL

ARTICLE 2. TERM

Section 2.1 Term

ARTICLE 3. MANAGEMENT COMPANY’S OBLIGATIONS

Section 3.1 Management Company’s General Obligations Section 3.2 Legal, Regulatory and Policy Compliance Section 3.3 Manner of Operations Section 3.4 Adherence to Budgets Section 3.5 Affiliate Transactions Section 3.6 Payment of Management Company’s Costs Section 3.7 Payment of Hotel Costs Section 3.8 Borrowing; Encumbering the Property Section 3.9 Personnel Section 3.10 Hotel Policies Section 3.12 Account Establishment Section 3.13 Operating Budgets Section 3.14 Operating Statements Section 3.15 Capital Budgets Section 3.16 General Maintenance - Non-Capital Replacements Section 3.17 Operating Equipment Section 3.18 Operating Supplies Section 3.19 Contracts Section 3.20 Accounting Standards Section 3.21 Marketing and Advertising Section 3.22 Permits and Licenses Section 3.23 Owner Meetings Section 3.24 Insurance Section 3.25 Management Company Representatives Section 3.26 Compliance with Requirements Section 3.27 Project Management Services by Management Company Section 3.28 Personal Property and Personal Property Inventories Section 3.29 Transition Budget Section 3.30 Services by Affiliates Section 3.31 Method of Transactions to Owner

ARTICLE 4. OWNER’S OBLIGATIONS DURING THE TERM

Section 4.1 Right to Enter Hotel Section 4.2 Owner’s Approval Section 4.3 Owner Funding Obligations Section 4.4 Licenses and Permits Section 4.5 Insurance Section 4.6 Operating Funds Section 4.7 Capital Funds Section 4.8 Method of Transactions to Management Company

Section 4.9 Reimbursement Section 4.10 Owner Representatives Section 4.11 Owner’s Audits

ARTICLE 5. MANAGEMENT FEE

Section 5.1 Base Management Fee Section 5.2 Incentive Management Fee Section 5.3 Annual Reconciliation Section 5.4 Revenues and Expenses Related to Liquor Sales Section 5.5 Business Interruption Insurance Proceeds

ARTICLE 6. CLAIMS AND LIABILITY

Section 6.1 Liability and Indemnification Section 6.2 Liability Insurance and Defense Section 6.3 Survival

ARTICLE 7. CLOSURE: FORCE MAJEURE, EMERGENCIES, AND SEASONAL CLOSURES

Section 7.1 Events of Force Majeure Section 7.2 Emergencies Section 7.3 Seasonal Closures

ARTICLE 8. CASUALTY

Section 8.1 Casualty

ARTICLE 9. TERMINATION AND SUSPENSION RIGHTS

Section 9.1 General Section 9.4 Bankruptcy and Dissolution Section 9.5 Breach Section 9.6 Additional Remedies Section 9.7 Performance Termination Section 9.8 Post Expiration/Termination Procedures

ARTICLE 10. APPLICABLE LAW NO WAIVER OF SOVEREIGN IMMUNITY

Section 10.1 Interpretation Section 10.2 No Waiver of Immunity

ARTICLE 11. NATIONAL PARK SERVICE TRADEMARK LICENSE

Section 11.1 License Grant Section 11.2 Quality Control and Goodwill Section 11.3 Rights and Ownership

ARTICLE 12. GENERAL PROVISIONS

Section 12.1 Representations Section 12.2 Relationship Section 12.3 Management Company’s Contractual Authority in the Performance of This Agreement 43 Section 12.4 Public Records Section 12.5 Limitation of Rights to Other Contracts Section 12.6 Further Actions

Section 12.7 Successors and Assigns Section 12.8 Federal Anti-Deficiency Act Section 12.12 Notices Section 12.13 Documents Section 12.14 Captions Section 12.15 Severability Section 12.16 Interest Section 12.17 Set-off Section 12.18 No Third Party Beneficiary Section 12.19 Brokerage Section 12.20 Survival of Covenants Section 12.21 Release Section 12.22 Extension of Date of Termination Section 12.23 No Representations Section 12.24 Entire Agreement Section 12.25 Periods of Time Section 12.26 Preparation of Agreement Section 12.27 Exhibits Section 12.28 Attorneys’ Fees and Other Costs Section 12.29 Counterparts Section 12.30 Contesting Violations Section 12.31 No Recordation

ARTICLE 13. TRANSITION PROVISIONS

Section 13.1 Transition Services Section 13.2 Operating Costs Section 13.3 Expiration of Concession Contract Section 13.4 Compliance Process

EXHIBIT A NONDISCRIMINATION

EXHIBIT B INSURANCE PROCURED BY MANAGEMENT COMPANY

EXHIBIT C OPERATING BUDGET FOR FISCAL YEAR 1

EXHIBIT D CAPITAL BUDGET FOR FISCAL YEAR 1

EXHIBIT E MANAGED FACILITIES AND LAND AREAS (HOTEL)

EXHIBIT F TRANSITION BUDGET

EXHIBIT G OPERATING AND MAINTENANCE STANDARDS

EXHIBIT H INTELLECTUAL PROPERTY LICENSED MARKS

GLOSSARY OF DEFINED TERMS

Defined Terms: Section References

Adjusted Gross Revenues .............................................................................................................. See Below Affiliate ........................................................................................................................................... See Below Agreement ...................................................................................................................................... Preamble Annual Financial Statements ................................................................................................... Section 3.13.B Applicable Laws ............................................................................................................................. See Below Area ................................................................................................................................................ See Below Asset Manager ........................................................................................................................ Section 4.10.B Base Management Fee ................................................................................................................. Section 5.1 Budget ............................................................................................................................................ See Below Capital Budget .......................................................................................................................... Section 3.14.A Capital Replacements .................................................................................................................... See Below Claims ......................................................................................................................................... Section 6.1.C COBRA ........................................................................................................................................ Section 9.6.A Commencement Date ................................................................................................................... Section 2.1 Consumer Price Index .................................................................................................................... See Below Exclusively Owned and Controlled…………………………………………………………………………………………….See Below EBITDA ............................................................................................................................................ See Below Execution Date ............................................................................................................................... Preamble Financial Ownership Costs ............................................................................................................ See Below Fiscal Year ...................................................................................................................................... See Below FF&E ............................................................................................................................................... See Below Force Majeure ............................................................................................................................ Section 7.1.A GAAP ............................................................................................................................................. See Below Gross Operating Profit ................................................................................................................... See Below Gross Revenues .............................................................................................................................. See Below Hotel .................................................................................................................................................. Article 1 Hotel Personnel.......................................................................................................................... Section 3.9.A Incentive Management Fee ......................................................................................................... Section 5.2 Inflation Increase ........................................................................................................................... See Below Joinder .................................................................................................................................... Signature Page Major Capital Projects .................................................................................................................... See Below Maintenance Manual ..................................................................................................................... See Below Marks ......................................................................................................................................... Section 11.1 Management Fee .......................................................................................................................... Section 5.2 Management Company .................................................................................................................. Preamble Management Company Party ....................................................................................................... Section 9.2 Management Company Representative ..................................................................................... Section 3.23 Maximum Balance ................................................................................................................... Section 3.11.B Minimum Balance ......................................................................................................................... Section 4.6 Necessary Expenses ....................................................................................................................... See Below Non-capital Replacements ....................................................................................................... Section 3.15.A Net Cash Flow ................................................................................................................................ See Below Off-Site Personnel ...................................................................................................................... Section 3.9.B Operating Budget ..................................................................................................................... Section 3.12.A

Operating Costs .............................................................................................................................. See Below Operating Equipment .................................................................................................................. Section 3.16 Operating Manual .......................................................................................................................... See Below Operating Special Account ...................................................................................................... Section 3.11.A Operating Standards ...................................................................................................................... See below Operating Supplies ...................................................................................................................... Section 3.17 Owner ............................................................................................................................................. Preamble Owner’s Investment ....................................................................................................................... See Below Owner’s Priority ............................................................................................................................ See Below Owner Representative ............................................................................................................. Section 4.10.A Ownership Rights ....................................................................................................................... Section 11.3 Parent ..................................................................................................................................... Signature Page Payroll Account ....................................................................................................................... Section 3.11.D Performance Termination Tests ................................................................................................... Section 9.5 Permitted Variations ...................................................................................................................... See Below Pricing ............................................................................................................................................ See Below Project Ownership Costs ............................................................................................................... See Below Project Services .............................................................................................................................. See Below PTO ........................................................................................................................................... Section 3.11.E PTO Account ............................................................................................................................. Section 3.11.E Reimbursable Costs ................................................................................................................... Section 4.9.A Requirements .............................................................................................................................. Section 3.25 Revolving Fund .............................................................................................................................. See Below Special Account for Capital Expenditures ................................................................................ Section 3.11.C Specified Ownership Costs ............................................................................................................. See Below Systems .......................................................................................................................................... See Below Term .............................................................................................................................................. Section 2.1 Trade Name ....................................................................................................................................... Article 1 Transition Budget ........................................................................................................................ Section 3.28 Transition Services ......................................................................................................................... Section 13 Uniform System of Accounts for the Lodging Industry .................................................................. See Below VEIA ............................................................................................................................................... See Below WARN Act .................................................................................................................................. Section 12.22

NOMENCLATURE AND CERTAIN DEFINITIONS

Defined terms in this Management Agreement (this “Agreement”) include in the singular number the plural, and in the plural number the singular.

Unless otherwise stated, any reference in this Glossary to any individual includes its authorized successors and assigns and, in the case of the Owner, any person succeeding to its functions and capacities.

Terms defined in this Agreement apply to all of its exhibits, unless specifically stated otherwise.

Unless otherwise defined herein, any term relating to insurance has the meaning customarily associated with such term in the insurance industry.

The words "include," "includes," and "including" are not limiting and in all instances must be read to include the phrase "without limitation."

The phrase "and/or" means either or both items referenced thereby.

References to "days" means calendar days unless otherwise indicated.

For purposes of this Agreement, the following terms shall have the following meanings:

“Adjusted Gross Revenues” means Gross Revenues less the following revenues derived from the management and operation of the Hotel to the extent included in Gross Revenues:

(i) any gratuities or service charges added to a customer’s bill to the extent the same are actually paid to employees;

(ii) any discounts, credits, or refunds made to customers, guests, or patrons;

(iii) any sums and credits received by the Owner for lost or damaged merchandise;

(iv) any sales taxes, excise taxes, gross receipt taxes, admission taxes, entertainment taxes, occupancy taxes, tourist taxes or charges, or similar taxes or charges as well as taxes and charges in replacement thereof;

(v) any resort or facility fee, or preservation fee relating to the Area;

(vi) amounts representing the value or cost of room occupancy, meals, or other services provided as compensation to employees of the Hotel or as complimentary benefits to any other persons;

(vii) payments made under warranties and guaranties from providers of goods or services to the Hotel, whether received by the Owner or by the Management Company on behalf of the Owner;

(viii) other income derived from capital transactions that are not related to the operation of the Hotel;

(ix) any proceeds from the sale or other disposition of the Hotel, furnishings and equipment, or other capital assets; and

(x) any proceeds from any Hotel insurance claim.

“Affiliate” – any natural person or firm, corporation, partnership, association, trust, or other entity, which, directly or indirectly, controls, is controlled by, or is under common control with, the subject entity. For purposes of this definition, "control" means direct or indirect possession of the power to direct or cause the direction of the management and policies of the entity, or the power to veto major policy decisions of the entity, whether through the ownership of voting securities, by contract, or otherwise.

“Applicable Laws” means the Federal, state, and local laws governing the Area, including, but not limited to, the rules, regulations, requirements, and policies promulgated under those laws, whether now in force or amended, enacted, or promulgated in the future. This includes without limitation, Federal, state and local laws, rules, regulations, requirements, and policies governing nondiscrimination, labor, protection of the environment, and protection of public health and safety.

“Area” means the property within the boundaries of Bryce Canyon National Park within the State of Utah.

“Budget” means collectively or individually, as the context requires, the Operating Budget and Capital Budget, in each case, as approved by the Owner (or as established pursuant to Section 3.12 and Section 3.14, respectively).

“Capital Expenditures” means any costs or expenses actually incurred after the Commencement Date with respect to the Hotel that are properly categorized as capital in nature under generally accepted accounting principles.

“Capital Replacements” means, collectively, as part of a Cyclical Upgrade or refresh to the Hotel to maintain Hotel standards, replacements and renewals to the FF&E and repairs which are normally capitalized under GAAP.

“Consumer Price Index” means the “Consumer Price Index for All Urban Consumers (CPI-U),” specified for “All Items” (1982-84 = 100) for United States – All Urban Areas and issued by the Bureau of Labor Statistics of the United States Department of Labor. If this index ceases to be published, the Owner will designate another regularly published cost-of-living index similar to the national CPI-U.

“Cyclical Upgrade” means periodic renovation of guestrooms, corridors, and public areas including the replacement of soft goods (drapes, carpet, upholstered furniture, bedcoverings, and mattresses), and case goods (furniture made of wood, plastic, metal, or glass) to ensure that the Hotel continues to conform to the Operating and Maintenance Standards.

“EBITDA” means Earnings Before Interest, Taxes, Depreciation, and Amortization, as calculated in accordance with the Uniform System of Accounts for the Lodging Industry (USALI).

“Exclusively Owned and Controlled” means as related to the operative legal standards of the Federal Records Act, as amended, (44 U.S.C. Chapters 21, 29, 31, and 33) and the Freedom of Information Act, as amended, (5 U.S.C. § 552) as applicable.

"FF&E" means all items of furniture, furnishing, fixtures, equipment, and other personal property (including, without limitation, all equipment, hardware, wiring connections, software, and other property necessary to operate computers) used or held for use in storage in the ordinary course of operating the Hotel.

“Financial Ownership Costs” means the following: (i) expenditures for Capital Replacements (to the extent not paid out of the Special Account for Capital Expenditures), and (ii) the Incentive Management Fee.

“Fiscal Year” means a 12-month period beginning October 1 and ending September 30 each year.

“GAAP” means generally accepted accounting principles, consistently applied.

“Gross Operating Profit” has the meaning set forth in (and shall be calculated in accordance with) the USALI.

“Gross Revenues” means all revenues and income of any nature derived directly or indirectly from the Hotel or from the use or operation thereof (including any revenue attributable to the sale and service of alcoholic beverages at the Hotel pursuant to any license, management agreement, or other agreement between the Management Company and any Third Party Operators holding a liquor permit for any sales of alcoholic beverages at the Hotel, subject to Section 5.4 hereof), whether on or off the Hotel site, including from total room sales; food and beverage sales; retail sales; recreational equipment rental; public showers; laundry; telephone; wireless internet or other internet access; employee housing; and other income, rental, or other payments from Third Party Operators approved by the Owner (but not (i) security deposits unless and until applied, or (ii) the gross receipts from the services provided by such approved Third Party Operators that are retained by such approved Third Party Operators as their fee and not passed through to the Owner.).

“Inflation” means the increase, if any, expressed as a percentage, in the Consumer Price Index (CPI-U) issued for the date closest to July 1st of the Fiscal Year prior to the Fiscal Year for which the Budget is applicable (i.e., the Fiscal Year in which the Budget is initially prepared) over the Consumer Price Index issued for the comparable date for the Fiscal Year immediately prior to the Fiscal Year in which the Budget is initially prepared (e.g., if the Budget is for Fiscal Year 2025, the Consumer Price Index to be used will be the one issued closest to July 1st in Fiscal Year 2024).

“Maintenance Manual” means the comprehensive document prepared and maintained by the Management Company that outlines the procedures, schedules, and responsibilities delegated to the Management Company as provided herein for performing maintenance and preservation activities for the Hotel. The Maintenance Manual must detail the processes for routine maintenance, repairs, Capital Replacements, and adherence to the Maintenance Standards, including compliance with the Secretary of the Interior’s Standards for Historic Preservation if applicable.

“Maintenance Standards” means the minimum requirements set by the Owner for maintaining and preserving the Hotel under this Agreement. The minimum Maintenance Standards presented in Section III of Exhibit G must be included in the Management Company’s Maintenance Manual. These standards outline the essential practices and procedures that the Management Company must follow to ensure the Hotel is kept in good condition and meet or exceed the Owner's expectations. The Maintenance Standards include, but are not limited to, routine maintenance, repairs, and capital investments necessary to uphold the functionality and safety of the Hotel.

"Major Capital Projects" means the following capital projects if the total cost of such project exceeds $500,000: non-recurring investment in the property that involves construction, renovation, replacement, or improvement of building structures, systems, or major equipment. Examples of Major

Capital Projects include building expansions, mechanical or electrical systems, roof replacements, façade restoration, room renovations, and other substantial alterations or additions that materially extend the useful like, enhance the value, or improve the operational efficiency of the property.

“Necessary Expenses” means the costs of funding:

(i) the completion of construction of improvements to the Hotel in accordance with plans and specifications approved by the Owner (but subject to the limitations of the Capital Budget);

(ii) utility charges;

(iii) insurance premiums for insurance coverages specified in Exhibit B;

(iv) expenses incidental to compliance with any final court orders, judgments, or other legal proceedings and all costs and expenses related thereto;

(v) all costs and expenses detailed in any applicable Budget;

(vi) other immediately necessary expenditures and additions or modifications to the

Hotel to comply with Applicable Laws or insurance requirements;

(vii) any other non-discretionary expenditure required for the Hotel, including, without limitation, any expense which is necessary to (1) comply with any material agreements, encumbrances, or instruments affecting the Hotel and approved by the Owner, or (2) comply with the Hotel’s other material contractual obligations approved by the Owner;

(viii) an expense that is reasonably necessary to prevent an immediate threat to the health, safety, or welfare of any individual in the immediate vicinity of the Hotel or prevent immediate damage or loss to the Hotel, or avoid the suspension of any necessary service in or to the Hotel or avoid criminal or civil liability on the part of the Owner, the Management Company, or any of their respective owners or Affiliates with respect to activities at the Hotel or pursuant to this Agreement;

(ix) any other emergency expenditure as determined necessary by the Management Company in its reasonable business judgment; or

(x) fees and expenses payable to the Management Company or its Affiliates pursuant to this Agreement.

“Net Cash Flow” means the amount by which EBITDA less the deposit to the Special Account for Capital Expenditures exceeds the Owner’s Priority, calculated for the relevant period.

“Operating Special Account” means the account authorized by the Owner and established by the Management Company in a financial institution or bank designated by the Owner in accordance with the procedures outlined in Section 3.11.

“Operating Costs” means all costs and expenses of maintaining, conducting, and supervising the operation of the Hotel, as such costs and expenses are determined in accordance with GAAP and the USALI, specifically including, but not limited to,

(i) the Base Management Fee;

(ii) all reimbursable expenses due to the Management Company under this Agreement;

(iii) the cost of Operating Equipment and Operating Supplies, wages, salaries, and employee benefits of Hotel Personnel and Off-Site Personnel (subject to terms of this Agreement), Hotel advertising and promotion, personnel training programs, utilities and energy, operating licenses and permits, grounds and landscaping maintenance, and equipment rentals classified as operating costs under the USALI as it may be in effect from time to time;

(iv) all expenditures made for maintenance and repairs to keep the Hotel in good condition and repair, specifically excluding expenditures for Capital Replacements;

(v) premiums and charges (or the allocable portion thereof in the case of blanket policies) on the insurance coverages specified in Exhibit B;

(vi) the cost of all other goods and services obtained in connection with the operation of the Hotel in accordance with this Agreement;

(vii) all taxes, assessments, inspection fees, and other charges (other than income or franchise taxes) payable by or assessed against the Owner or the Hotel with respect to the operation of the Hotel, excluding property taxes and assessments;

(viii) reasonable Management Company legal fees incurred in connection with the operation of the Hotel;

(ix) fees of any independent certified public accountant for services directly related to the operation of the Hotel and for audit services as required in Section 3.13.D.

(x) any other item specified as an Operating Cost in this Agreement; and

(xi) any other cost or charge classified as an operating cost or an administrative and general expense under the USALI, unless specifically excluded under the provisions of this Agreement.

“Operating Manual” means the comprehensive document prepared and maintained by the Management Company that details the Management Company’s operating policies and procedures to provide for efficient operations, effective internal controls, the management and control of sensitive data exclusively owned and controlled by the Management Company, accurate and timely financial reporting, and adherence to the Operating Standards.

“Operating Standards” means the minimum requirements set by the Owner for providing services and operating the Hotel under this Agreement. The minimum Operating Standards presented in Section II of Exhibit G must be included in the Management Company’s Operating Manual.

“Owner’s Investment” initially means the total amount (which is estimated to be $__________________) funded by the Owner for the transition of the Hotel operation to the Management Company under this Agreement, which may include funding for FF&E and Operating Supplies, Hotel renovations, software or other systems necessary for the Hotel, and working capital. The Owner’s Investment, thereafter, will increase from time to time by the amounts expended by the Owner for the renovation of the Hotel to the extent not paid for out of the Special Account for Capital Expenditures. The Owner will make any increase in the Owner’s Investment (and the corresponding increase in the Owner’s Priority) that it deems appropriate on a quarterly basis, based upon the costs and expenses incurred for renovations substantially completed and available for use by guests during the preceding calendar quarter.

“Owner’s Priority” means 20% multiplied by the amount of the Owner’s Investment, pro-rated when the relevant period is less than a twelve-month period.

“Payroll Account” means a payroll account established by the Management Company under the procedures outlined in Section 3.11. Such Payroll Account will maintain only such balance as is needed for current monthly payroll expenses of the Hotel, which will be transferred from the Operating Special Account monthly.

“Performance Termination Notice” means a written notice, served from the Owner to the Management Company, to terminate the Management Agreement under the procedures outlined in Section 9.5.

“Permitted Variations” means unapproved variations of any costs and expenses in the approved Budget for the period such approved Budget is effective that do not exceed either (i) an aggregate of five percent per annum of all costs and expenses in such approved Budget, or (ii) five percent per annum for any line item in the approved Budget. Any expenditure made that is a Permitted Variation, which Permitted Variation later is specifically approved by the Owner or included in a revised approved Budget, no longer will be an unapproved variation for purposes of calculating the aforesaid limitations in (i) and (ii).

"Pricing" means performing all commercially reasonable activities to ensure the establishment of market-based room rate ranges by market segment, food and beverage pricing, and other visitor service pricing, as well as all charges for use of all areas of the Hotel.

“Project Ownership Costs” means the following: (i) deposits into the Special Account for Capital Expenditures; and (ii) equipment rentals characterized as capital expenses rather than operating expenses under the USALI as it may be in effect from time to time, provided such equipment rentals are approved by the Owner.

“Project Services” means the direction and administration of Major Capital Projects, including planning, design, and implementation; management of information systems; accounting services; and project management and technical services related to Major Capital Projects.

“PTO Account” means separate account established by the Management Company in its own name in accordance with procedures outlined in Section 3.11 to fund paid time off (“PTO”) of Hotel Personnel to cover all accrued vacation, sick pay, and other PTO of Hotel Personnel. The Management Company or its designee, as approved by the Owner, will have sole control of the PTO Account. The Management Company will transfer amounts from the Operating Special Account to the PTO Account to fund the accrued obligations to Hotel Personnel.

“Revolving Fund” means a Treasury account established pursuant to the National Park Service Centennial Act, Title VII, Section 701, codified at 54 U.S.C. § 101935, for the purposes set forth in 54 U.S.C. § 101935. The Management Company has no access to the Revolving Fund.

“Specified Ownership Costs” means (i) Project Ownership Costs and (ii) Financial Ownership Costs.

“Special Account for Capital Expenditures” means a separate reserve bank account authorized by the Owner which will be named “Bryce Canyon Hotel Special Account for Capital Expenditures” and established by the Management Company in a financial institution or bank designated by the Owner under the procedures outlined in Section 3.11. The Owner will have a first lien on this account. This account will be funded in accordance with the procedures outlined in Section 3.14 and used to fund expenditures for Capital Replacements in accordance with the Capital Budget.

"Systems" include, but are not limited to, all fixtures, equipment, pipes, lines, wires, ducts, vents, computer cables, security system cables, monitoring system cables, conduits, and other systems and facilities used in the production, heating, cooling and/or transmission of air, water, gas, electricity, communications, wastewater, sewage, and audio and video signals.

“Third Party Operator” means a company contracted by the Management Company to provide some of the visitor services required or authorized under this Agreement. Third Party Operators may include Affiliates of the Management Company. The Management Company must request and receive the Owner’s approval for a Third Party Operator to provide visitor services under this Agreement and of any contracts with such Third Party Operators, which must agree in a written instrument delivered to and approved by the Owner to be bound by the terms and conditions of this Agreement. Nevertheless, the Management Company remains responsible for ensuring compliance with the terms and conditions of this Agreement by the Third Party Operators.

“Uniform System of Accounts for the Lodging Industry (USALI)” means the latest edition (currently, the 11th Revised Edition, 2018) of the Uniform System of Accounts for the Lodging Industry that is copyrighted and published by Hospitality Financial and Technology Professionals with support from American Hotel & Lodging Association.

“VEIA” means the Visitor Experience Improvements Authority under Title VII of the National Park Service (NPS) Centennial Act (Pub. L. No. 114-289), as amended and codified at 54 U.S.C. §§ 101931–101938. NPS regulations at 36 CFR Part 52 govern the solicitation, award, and administration of VEIA contracts issued under the NPS Centennial Act.

MANAGEMENT AGREEMENT

This Management Agreement (this “Agreement”) is made and entered into as of _______________ __, 20__ (the “Execution Date”) by and between the United States of America, acting in this matter by the Director of the National Park Service, through the National Park Service Associate Director, Business Services (the “Owner”) and _______________________, a ________________ ___________________ (the “Management Company”).

RECITALS:

THAT WHEREAS, the Owner administers Bryce Canyon National Park as a unit of the National Park System to conserve the scenery, natural and historic objects, and wildlife therein, and to provide for the enjoyment of the same in such manner and by such means as will leave the Area unimpaired for the enjoyment of future generations;

WHEREAS, the National Park Service is authorized to award and administer commercial services contracts and related professional services contract for the operation and expansion of commercial visitor facilities and visitor services programs in units of the National park System under the Visitor Experience Improvements Authority, title VII of the National Park Centennial Act (codified as amended at 54 U.S.C §§ 101931–101938) (“VEIA”);

WHEREAS, to accomplish these purposes, the Owner has determined that certain visitor services are necessary and appropriate for the public use and enjoyment of the Area and consistent with the preservation and conservation of the resources and values of the Area;

WHEREAS, the Owner has determined that this Agreement will expand, modernize, and improve the condition of commercial visitor facilities and the services provided to visitors within the Area;

WHEREAS, the Owner has determined the Management Company has the experience and financial ability to carry out the terms of this Agreement;

WHEREAS, the Owner desires that the Management Company provide visitor services under this Agreement, subject to the oversight and administration of the Owner; and

WHEREAS, the Owner desires that the Management Company provide visitor services under this Agreement in a manner that demonstrates sound environmental management, stewardship, and leadership.

NOW, THEREFORE, pursuant to the authority contained in in the National Park Service Organic Act (codified as amended in scattered sections of 54 U.S.C.) and Title VII of the National Park Service Centennial Act (codified as amended at 54 U.S.C. §§ 101931–101938), and other laws that supplement those Acts, and in consideration of the mutual provisions, covenants, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Owner and the Management Company agree as follows:

ARTICLE 1. THE HOTEL

This Agreement provides for the management by the Management Company of the hotel and related facilities within the Area including the following operations: lodging, food and beverage

(including alcohol), retail, public laundry, public showers, recreational equipment rental, employee housing, and other services agreed to between the parties. Collectively, the hotel, related facilities, and Area lands managed under this Agreement are referred to herein as the “Hotel” and depicted in Exhibit E. The Hotel will be operated as the Bryce Canyon Hotel as provided herein. The Owner may, from time to time, amend Exhibit E to reflect changes regarding which facilities and Area lands constitute the Hotel.

ARTICLE 2. TERM

Section 2.1 Term. The term of this Agreement commences on January 1, 2025 (“Commencement Date”) and expires ten years later on December 31, 2034 (such ten-year period is referred to herein as the “Term”), unless terminated earlier as provided herein. The Owner and the Management Company have executed this Agreement on the Execution Date to enable the Parties to prepare for operations to commence on the Commencement Date.

ARTICLE 3. MANAGEMENT COMPANY’S OBLIGATIONS

Subject to the terms and conditions of this Agreement, the Management Company must undertake the following activities during the Term, except that Section 3.28 also applies prior to the Commencement Date:

Section 3.1 Management Company’s General Obligations

A. Direct Operation. On behalf of the Owner, subject to the Owner’s discretionary oversight and administration, and at the Owner’s expense, the Management Company will have the exclusive right, authority, discretion, and duty during the Term to direct, supervise, manage, operate, and maintain the Hotel on a day-to-day basis in accordance with the Operating and Maintenance Standards and the terms of this Agreement.

B. Uniqueness of the Area.

(i) The Management Company must provide all visitor services in a manner consistent with and supportive of the goals, objectives, and themes of the Area, as reflected in Area planning documents and mission statements that the Owner provides to the Management Company from time to time.

(ii) As further described in Exhibit G, the Management Company must develop, implement, and interpret an Environmental Management Program (EMP) and initiatives that support the goals, objectives, and themes of the Area. The Management Company must submit its initial EMP to the Owner for approval within 60 days of the Commencement Date of this Agreement. The Management Company must submit a proposed updated EMP annually to the Owner for approval.

(iii) As further described in Exhibit G, the Management Company must develop and implement a Structural Fire Management Plan that is consistent with the Owner’s structural fire program for the Area and promotes a cohesive approach. The Management Company must submit its Structural Fire Management Plan to the Owner for approval within 90 days of the Commencement Date of this Agreement.

(iv) As further described in Exhibit G, the Management Company must develop, maintain, and implement a Risk Management Program (RMP) that is consistent with the Owner’s Risk Management Program Standards and complies with all Applicable Laws and Owner policies. The Management Company must submit its initial RMP to the Owner for approval within 120 days of the Commencement Date of this Agreement. The Management Company must submit a proposed updated RMP annually to the Owner for approval.

Section 3.2 Legal, Regulatory and Policy Compliance. This Agreement, the Management Company’s operations hereunder, and the administration of it by the Owner, are subject to all Applicable Laws.

Section 3.3 Manner of Operations. The Management Company must operate the Hotel and its activities in accordance with the Operating Standards. The Management Company must perform all its services in a diligent and professional manner in accordance with recognized standards of the hotel management industry. The Management Company agrees to comply with applicable nondiscrimination laws outlined in Exhibit A to this Agreement. The Management Company agrees to operate and manage the Hotel for the Owner in a commercially reasonable, business-like, prudent, and professional manner, in accordance with and pursuant to (a) the requirements of this Agreement, (b) the then-current Budget approved by the Owner, (c) all Requirements (as set forth in Section 3.25 below), and (d) the objectives of expanding, modernizing, and improving the Hotel and services provided to Area visitors, and such other objectives as the Owner may determine from time to time, in the Owner’s sole discretion, and communicate to the Management Company. The Management Company must use its best efforts in the billing and collection of all Gross Revenues. The Management Company must make available to the Owner its knowledge, skills, ideas, experience, and abilities with respect to all matters pertaining to the management, maintenance, use, operation, and marketing of the Hotel, and must be available to consult with, advise, and inform the Owner and the Owner’s consultants, including the Owner’s Asset Manager, at all reasonable times during the Term of this Agreement. During emergency situations, the Management Company must be available to consult with, advise, and inform the Owner at all times.

Section 3.4 Adherence to Budgets.

A. In discharging its duties and responsibilities under this Agreement, except as otherwise specifically provided herein to the contrary, the Management Company at all times must act in accordance with the approved Operating Budget and Capital Budget for the Hotel and pursuant to the objectives of the Owner as set forth in Section 3.3 above. Except for Permitted Variations, Necessary Expenses, and other provisions in this Agreement specifically allowing the Management Company to depart from the applicable Budget or allowing the Management Company to spend a specified amount of money, the Management Company may not take any action, make any expenditure, or incur any obligation by or on behalf of the Owner, the Hotel, or the operations thereof that reasonably could be expected to cause a material variance from any applicable Budget.

B. The Management Company may make expenditures in excess of budgeted amounts within the limits of the Permitted Variations, and the Management Company also may make expenditures for Necessary Expenses, whether or not budgeted and whether or not the same exceed the Permitted Variations, with prior notice to the Owner. With the Owner’s prior written approval, the Management Company also may make expenditures in excess of the Permitted Variations for costs and expenses that vary with occupancy to the extent, and in proportion to the amount by which, occupancy exceeds the projections contained in the applicable Budget. References in this Agreement to the limitations imposed by the Operating Budget (and phrases of similar import) incorporate the Management Company’s authority to expend funds in excess of the Operating Budget as set forth or referenced in this Section 3.4.

Section 3.5 Affiliate Transactions. Notwithstanding any other provision of this Agreement to the contrary, excluding those provisions applicable to liquor permits and licenses as specifically provided in this Agreement, and except for transactions permitted under Section 3.26.C hereof, the Management Company will not enter into or consummate any transaction or arrangement with any Affiliate of the Management Company, including a revenue share agreement or commission arrangement, or any other transaction or arrangement in which the Management Company or any Affiliate of the Management Company has an actual or potential conflict of interest, without the express prior written approval of the Owner. In addition, the Management Company agrees that it will not receive any commissions, rebates, or other compensation or benefits in connection with its operation of the Hotel except as expressly set forth in this Agreement or included in an approved Budget.

Section 3.6 Payment of Management Company’s Costs. Except for Capital Replacements (which will be paid with funds from the Special Account for Capital Expenditures or with funds provided by the Owner), and except for costs and expenses that the Management Company is responsible for pursuant to the terms of this Agreement, all costs and expenses incurred by the Management Company in association with the performance of the obligations in this Agreement will be paid from the Operating Special Account. The Management Company will not be reimbursed for any costs or expenses related to:

(i) overhead costs (not directly related to operating the Hotel) for the Management Company and its Affiliates; (ii) its political or charitable contributions; (iii) the recruitment, training, relocation, compensation, and benefits of the Management Company’s corporate personnel (except to the extent permitted pursuant to Section 3.9.B); and (iv) fidelity, liability, errors and omissions, and casualty insurance for the Management Company’s corporate personnel and offices. The Management Company will not allocate any “shared” or cluster expenses to the Hotel unless the Owner approves such expenses in the Budget.

Section 3.7 Payment of Hotel Costs. The Management Company must timely pay all expenses and costs associated with the Hotel or its operations (and to the extent appropriate, must maximize any discounts or savings with regard to any such costs and expenses), including all Operating Costs and Project Ownership Costs, in each case, subject to availability of funds in the Operating Special Account, and in the case of Capital Replacements subject to availability of funds in the Special Account for Capital Expenditures, and in accordance with the terms and provisions of this Agreement.

Section 3.8 Borrowing; Encumbering the Property. The Management Company will not borrow money or otherwise incur or guarantee indebtedness on behalf of the Owner or otherwise encumber all or any part of the Hotel.

Section 3.9 Personnel.

A. Subject to Section 3.9.B below, the Management Company must: (a) monitor and ensure the fitness and qualification of all on-site personnel working at or on behalf of the Hotel (“Hotel Personnel”) and the Off-Site Personnel (as defined below) in its commercially reasonable business judgment; (b) subject to all Applicable Laws, determine and implement all personnel policies and practices relating to the Hotel, including:…