*If you own more than one unit, for these items, simply fill in for one unit and indicate which suite the information pertains to in the Additional Information box above. Then put the single-starred* information items for the remaining suites in the Additional Information box above.
**Separate multiple entries by semicolons.
Whistler Town Plaza Front Desk Services Agreement
WHISTLER TOWN PLAZA FRONT DESK SERVICES
This agreement (“Agreement”) is made as of the date of its online acceptance between the Owner (“Owner”), specifically identified in Appendix A, and Section 1 of The Owners, Strata Plan LMS-2223 (“Provider”), one section of a strata corporation located in Whistler, BC and managed by Summit Strata Management Ltd, having offices at 10-1020 Millar Creek Rd., Whistler, BC V0N 1B1.
WHEREAS Section 1 of The Owners, Strata Plan LMS 2223 is the owner of Strata Lot 179 in which is located the front desk (“Front Desk”), from which the Services (as defined herein), contemplated by this Agreement, are provided to Guests to the strata lots comprising Section 1 of The Owners, Strata Plan LMS 2223. The provision of high caliber Services is of mutual interest and benefit to Guests, Owners and Provider and will further the Whistler Town Plaza property values and overall guest experience.
NOW THEREFORE, in consideration of the mutual covenants and agreements and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties agree as follows:
ARTICLE 1 – DEFINITIONS
(a) “Owner” means the owner of a strata lot in Section 1 of The Owners, Strata Plan LMS 2223 and specifically identified in Appendix A to this Agreement and “Owners” means all owners in Section 1 of The Owners, Strata Plan LMS 2223;
(b) “Provider” means Section 1 of The Owners, Strata Plan LMS 2223;
(c) “Council” means the executive council for Section 1 of The Owners, Strata Plan LMS 2223;
(d) “Guests” means the Owner and those persons staying in the Suite with the explicit permission and knowledge of the Owner or Rental Manager;
(e) “Property” means the Development which includes Bear (4390 Village Gate Blvd.), Eagle (4314 Main Street) and Deer Lodges (4314 Main Street) all located in Whistler, B.C., also known as Whistler Town Plaza;
(f) “Front Desk” means Strata Lot 179 in Strata Plan LMS 2223 located in the lobby of Deer Lodge, now owned by Section 1 of The Owners, Strata Plan LMS 2223;
(g) “Suite” means a residential hotel strata lot in the Property and Suites means all of them;
(h) “Rental Manager” means the party, where applicable, contractually responsible to Owner for renting and maintaining the Suite to Guests;
(i) “Services” means those guest services delivered in part through the Front Desk, listed in Appendix B to this Agreement, which list may be modified from time to time at the sole discretion of Council;
(j) “Operating Policies” means those rules and restrictions associated with using Services under the Agreement as defined in Appendix C as modified from time to time at the sole discretion of Council.
ARTICLE 2 – STATEMENT OF SERVICES
Provider will use its best efforts to provide year-round Services, where such Services will be provided at a minimum of 8 hours daily, and more preferably equal to or greater than 16 hours daily. The long-term aim of Provider is to provide the Property with top-level hotel-quality Services and to generate net revenue to Owner from said Services. It will, therefore, be understood that the magnitude, scope and rate of such Services will be developed in accordance with good business practices, and in accordance with a timeline that may be more slow or rapid than initial estimates based on factors that cannot be predicted with total certainty in advance of their execution. In all instances, it is the intent of Provider, as managed by Council, that, as a minimum criterion, Services are developed and provided with little or no economic impact to Owner.
ARTICLE 3 – COST AND REVENUE SHARING
Owner will participate in all costs and revenue on a unit entitlement (UE) basis arising in connection with providing Services. Where a Rental Manager or other third party pays all or a part of the costs of Services on the Owner’s behalf, such Rental Manager will be billed monthly by Provider and payment will be credited solely to the Owner on whose behalf the payment was made.
ARTICLE 4 – OWNER PROVISIONS
In connection with Services provided, Owner agrees to:
(a) Process all Guests of the Suite through the Front Desk, including when Guest is the Owner, and make available to Provider, Owner’s rental policies and Guest information in the format requested by the Provider in order to effectively process Guests and provide all Services (this item (a) in Article 4 is only applicable to Owner-Operators. Rental Managers supply this same information under a separate form C contract). The exact format may change from time to time as determined by Provider, and may include online data submissions, as well as Owner’s own rental management software;
(b) Provide one unmarked parking stall, where parking stall means the stall connected with the Suite and unmarked means that the stall will be devoid of any signage placed by Owner or a previous owner. If the stall is provided with such signage, Owner agrees that Provider will remove or mask said signage at the sole discretion of Provider Unless specifically instructed otherwise by Owner, Owner further agrees to give Provider unrestricted and exclusive authority to rent nightly said parking stall to Guests of the Suite as well as guests of other suites at a nightly rate to be determined by Provider, where revenue from such rental will be collected solely by Provider at the time of check-in. The nightly rate will be zero where the Guest in the Suite is the Owner, and said Guest can provide proof of ownership with valid identification consisting of either a valid driver’s license or valid passport;
(c) Grant Provider and its designees reasonable and prompt access to the Suite for the purpose of placing and maintaining a high-speed internet connection and any hardware associated therewith, where such hardware may include, but is not limited to, the necessary jacks, cables, monitor and computer associated with providing a completely web-enabled environment to the Suite that aids Provider in generating in-suite revenue via a variety of internet-based Services and third party advertising;
(d) Grant Provider and its designees regular access to Suite for the purpose of placing marketing material including room service menus and placing, maintaining and re-stocking in-suite mini-bars, where such mini-bars will occupy a reasonable portion of the Suite or the interior of the existing in-suite refrigerator.
(e) Grant Provider and its designees permission to provide and display on the exterior of the Suite, the necessary emergency contact information designated by the Owner or, where applicable, the Rental Manager in order to provide adequate 24-hour security and noise control to the Suite by any staff or law enforcement persons. Such contact information will be promptly provided to Provider within 14 days of this Agreement becoming effective.
(f) Grant Provider and its designees permission to convert the entry lock of the hallway door of the Suite to a mechanism that eases the processing of Guests through the Front Desk and aids in maintaining maximum security of the Suite as it pertains particularly to the loss of hard keys. Such mechanism may include for example, a re-writable plastic card key system, commonly found in hotels;
(g) Grant Provider and Council and their designees permission to contact Owner via any written or electronic means for the sole purpose of discussing and communicating any matter in connection with this Agreement or with the Property; and
(h) Where Provider has placed any material items in the Suite, Owner agrees to maintain their availability and working status, and to not damage, remove, or substantially move said items from their originally placed locations.
(i) Grant Provider and Council and their designees, at their sole discretion, the authority to evict Guests of the Suite in connection with acts of violence, illegal activity, vandalism or unreasonable disturbances by the Guests. Using information as provided in provision (e) above, the Provider or their designees will use their best efforts to contact Owner or Rental Manager in advance of eviction to communicate the nature of the acts that form the basis for eviction.
(j) Walk-in Guest traffic to the property will be distributed to Owners and Rental Managers on an approximately proportional basis, subject to availability of a particular Suite. For example, a single Suite in the property of 154 Suites will receive approximately 1/154 of the walk-in Guest traffic. Distributed guest traffic is subject to a 10% commission of the nightly rate to the Provider, that will be treated as income to the Provider and distributed to Owners according to the same principles as other revenue sources.
ARTICLE 5 ‑ CONSIDERATION
In consideration of the foregoing, the costs and revenue of the above Services will be incorporated into the annual budget for Section 1 of The Owners, Strata Plan LMS 2223 in accordance with Article 8, and unless otherwise provided herein, Provider will adjust Owner’s monthly strata fees in accordance with the usual principles employed in accounting for costs and revenue in the budget for Section1 of The Owners, Strata Plan LMS 2223. Accordingly, all the payment terms, due dates, rights and responsibilities will be the same as those currently in effect for strata fees for Section 1 of The Owners, Strata Plan LMS2223.
ARTICLE 6 ‑ PERIOD OF PERFORMANCE
The Services will be provided beginning no later than December 15, 2005 (the “Commencement Date”) or such other date as Provider, in its sole discretion, may determine. Services will be provided for a minimum of 12 months from the Commencement Date. Services will renew for each 12 month period thereafter, unless or until written notice of termination is given to Provider within 60 days of the end of each 12 month period.
ARTICLE 7 – TERMINATION
In the event that either party commits a breach or defaults in the performance any of the terms or conditions of this Agreement and the defaulting or breaching party fails to remedy the default or breach within thirty (30) days after receipt of written notice of the breach from the other party, the party giving notice may, at its option and in addition to any other remedies it may have in law or in equity, terminate this Agreement by sending written notice of termination to stop the Services. Payments will be due to Provider for the month the notice of termination is given, even if such payments have not been given.
ARTICLE 8 – RATIFICATION
This Agreement is subject to continual ratification of the annual budget by 50% plus one of Section 1 of The Owners, Strata Plan LMS 2223.
ARTICLE 9 ‑ INDEMNITY AND INSURANCE
Owner agrees to indemnify, hold harmless and defend Provider, its officers, employees, and agents against any and all claims, suits, losses, damages, costs, fees, and expenses asserted by Guests, resulting from or arising out of this agreement; provided, however, that Owner shall not be responsible for Provider’s negligence or willful misconduct. Provider shall maintain in force at its sole cost and expense, with reputable insurance companies, insurance of a type and in an amount reasonably sufficient to protect against liability hereunder.
ARTICLE 10 – NOTICE
Any notice or other communication required or permitted under this Agreement will be in writing and will be deemed given as of the date it is: (a) delivered by hand, or (b) mailed, postage prepaid, first class, certified mail, return receipt requested, to the party at the address listed below or subsequently specified in writing, or (c) sent, shipping prepaid, return receipt requested, by national courier service, to the party at the address listed below or subsequently specified in writing.
As to Provider:
Summit Strata Management Ltd.
10-1020 Millar Creek Rd.
Whistler, BC V0N 1B1
As to Owner: As provided in Appendix A
This Agreement is for Services. Provider may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party.
ARTICLE 11 ‑ ENTIRE AGREEMENT
This Agreement and all attached Appendices and/or Exhibits contain the entire agreement and understanding between the parties as to its subject matter. It merges all prior discussions between the parties and neither party will be bound by conditions, definitions, warranties, understandings, or representations concerning such subject matter except as provided in this Agreement or as specified on or subsequent to the effective date of this Agreement in a writing signed by properly authorized representatives of the parties. This Agreement may only be modified by written agreement duly signed by persons authorized to sign agreements on behalf of both Provider and Owner.
ARTICLE 12 – WAIVER
The failure of a party in any instance to insist upon the strict performance of the terms of this Agreement will not be construed to be a waiver or relinquishment of any of the terms of this Agreement, either at the time of the party’s failure to insist upon strict performance or at any time in the future, and such terms will continue in full force and effect.
ARTICLE 13 – SEVERANCE
Each clause of this Agreement is a distinct and severable clause and if any clause is deemed illegal, void or unenforceable, the validity, legality or enforceability of any other clause or portion of this Agreement will not be affected thereby.
ARTICLE 14 ‑ GOVERNING LAW
This Agreement will be governed by the laws of the Province of British Columbia and the laws of Canada applicable thereto.
ARTICLE 15 – TITLES
All titles and articles headings contained in this Agreement are inserted only as a matter of convenience and reference. They do not define, limit, extend or describe the scope of this Agreement or the intent of any of its provisions.
ARTICLE 16 – COUNTERPARTS
This Agreement will be equally valid whether executed as a single document or in multiple counterparts, or via electronic acceptance through an online submission form.
IN WITNESS THEREOF the parties hereto have executed this Agreement the day and year first above written.
APPENDIX A – Owner and Strata Lot
Name, regular mailing address for notices, LMS2223 Strata Lot Numbers owned by the Owner and subject to this Agreement, as well as information for display on Suite exterior pursuant to Article 4(e) are as identified in the online submission form fields.
APPENDIX B – Planned Services*
Food Room Service
Luggage Assistance to Suite
In-Suite High-Speed Internet
Conference Planning and Catering thereof.
*Indicates initial planned services to fully maximize Front Desk revenue, although some may not be available in the first-year of operation. Provider will gradually add services in accordance with minimizing the overall economic impact to Owner as discussed in Article 2. Additional services to those Planned Services above may be added at the sole discretion of the Provider.
APPENDIX C – Operating Policies
Guest Age Restriction: No guests will be checked into a suite unless one person’s age can be verified to be 25 years or greater, or Owner provides explicit verbal or written authorization to do so.