Who bears the responsibility for the direct management of a Sonesta Select Sonesta Essential hotel?

You are solely responsible for the day-to-day management and operation of your Hotel and the implementation and maintenance of Brand Standards at your Hotel. Brand Standards may regulate any aspect of the development, operation, and maintenance of your Hotel, including but not limited to any one or more of the following:

• (1) the appearance and condition of your Hotel;
• (2) operating procedures and platforms (including with respect to OTAs we may approve from time to time);
• (3) sales, marketing, advertising, and promotional programs (including coupons and other price-related promotions) and materials and media used in these programs;
• (4) staffing levels for your Hotel and employee qualifications, training, and uniforms (although you have sole responsibility and authority concerning employment decisions, including selection and promotion, discipline, discharge, hours worked, rates of pay and other benefits, work assigned and working conditions);
• (5) the requirement to participate in our revenue management for hire program and pay us our then current fees for such program for the first year following the Opening Date, and thereafter to either continue such participation or employ a full-time certified revenue manager (who meets the minimum qualifications we specify periodically, including completing training in the revenue management system);
  • (6) use and display of the Marks;
• (7) policies for the registration, use, content, or management of Online Presences, or other technology systems, solutions, or products;
  • (8) methods of payment and currencies that your Hotel may accept from customers;
• (9) participation in market research and testing and product and service development programs;
  • (10) participation in gift card and loyalty card programs;
  • (11) pricing;
• (12) bookkeeping, accounting, data processing and record keeping systems and forms; formats, content, and frequency of reports to us of sales, revenue, and financial performance and condition; and giving us copies of tax returns and other operating and financial information concerning your Hotel (we will use reasonable efforts to keep such records confidential);
  • (13) participation in quality assurance and customer satisfaction programs;
• (14) ensuring, on an ongoing basis, that the description of your Hotel and its amenities, features and rooms, including those you believe make your Hotel and its premises accessible to persons with disabilities, is current and accurate in the Central Reservation System, on any Online Presence, and in any third-party distribution channels;
• (15) types, amounts, terms, and conditions of insurance coverage required for your Hotel, including criteria for your insurance carriers; and
• (16) any other aspects of operating and maintaining your Hotel that we determine to be useful to preserve or enhance the efficient operation, image or goodwill of the Marks and Brand Hotels.

You are solely responsible for the management, direction, and control of your Hotel, regardless of whether you retain a Management Company. We reserve the right to revoke our approval of the

Management Company if, in our discretion, the Management Company fails to remain qualified to manage your Hotel. The management agreement between you and the Management Company shall be subject and subordinate to this Agreement and, in the event of any conflict between the management agreement and this Agreement, the controlling contract shall be this Agreement.

N. Employees, Agents, and Independent Contractors. You acknowledge and agree that you are solely responsible for all decisions relating to employees, agents, and independent contractors that

you may hire or engage to assist in the operation of your Hotel. You agree that any employee, agent or independent contractor that you hire or engage will be your or the Management Company's employee, agent, or independent contractor, and not our employee, agent, or independent contractor. You also agree that you are exclusively responsible for the terms and conditions of employment of your employees, including recruiting, hiring, firing, training, compensation, work hours and schedules, work assignments, safety and security, discipline, and supervision. You agree to manage the employment functions of your Hotel in compliance with applicable federal, state, and local employment laws. You must notify all your employees in writing that they are your employees and not our employees, and you must never contend otherwise.

Source: Item 22 — CONTRACTS (FDD page 84)