Commitment and Contingencies

12 Months Ended

Dec. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Litigation

The nature of the operations of the Company's hotels exposes those hotels, the Company and the Operating Partnership to the risk of claims and litigation in the normal course of their business. IHM is currently a defendant in several class action lawsuits pending in the state of California.

The first class action lawsuit was filed in the Santa Clara County Superior Court on October 21, 2016 under the title Ruffy, et al, v. Island Hospitality Management, LLC, et al. Case No. 16-CV-301473 (“Ruffy”) and the second class action lawsuit was filed on March 21, 2018 under the title Doonan, et al, v. Island Hospitality Management, LLC, et al. Case No 18-CV-325187 (“Doonan”). The class actions relate to hotels operated by IHM in the state of California and owned by affiliates of the Company and the NewINK JV, and/or certain third parties. The complaint alleges various wage and hour law violations based on alleged misclassification of certain hotel managerial staff and violation of certain California statutes regarding incorrect information contained on employee paystubs. The plaintiffs seek injunctive relief, money damages, penalties, and interest. A settlement agreement has been negotiated and approved by the applicable courts for Ruffy and Doonan. As of December 31, 2019, included in accounts payable and accrued expenses is $0.1 million which represents an estimate of the Company’s total exposure to the Ruffy and Doonan litigations based on standard indemnification obligations under hotel management agreements with IHM.

In addition, IHM is a defendant in the following series of interrelated class action lawsuits: Perez et al. v. Island Hospitality Management III LLC et al. (United States District Court for the Central District of California, Case No. 2:18-cv-04903-DMG-JPR) filed on March 15, 2018, Cruz v. Island Hospitality Management III LLC (Santa Clara County Superior Court Case No. 19CV353655) filed on August 19, 2019, Leon et al. v. Island Hospitality Management III LLC (Orange County Superior Court Case No. 30-2019-01050719-CU-OE-CXC) filed on April 2, 2019, and Vela v. Island Hospitality Management LLC et al. (San Diego County Superior Court, Case No. 37-2019-0003525) filed on July 9, 2019 (collectively the “Perez class actions”). The Perez class actions also relate to hotels operated by IHM in the state of California and owned by affiliates of the Company and the NewINK JV, and/or certain third parties. The complaints allege various wage and hour law violations based on alleged violation of certain California statutes regarding rest and meal breaks and wage statements. The plaintiffs seek injunctive relief, money damages, penalties, and interest. Settlement agreements have been negotiated and currently await approval by the applicable courts. As of December 31, 2019, included in accounts payable and accrued expenses is $0.6 million which represents an estimate of the Company’s total exposure to the Perez class actions based on standard indemnification obligations under hotel management agreements with IHM.

Management Agreements

The management agreements with IHM have an initial term of five years and automatically renew for two five-year periods unless IHM provides written notice to us no later than 90 days prior to the then current term's expiration date of their intent not to renew. The IHM management agreements provide for early termination at the Company’s option upon sale of any IHM-managed hotel for no termination fee, with six months advance notice. The IHM management agreements may be terminated for cause, including the failure of the managed hotel to meet specified performance levels. Base management fees are calculated as a percentage of the hotel's gross room revenue. If certain financial thresholds are met or exceeded, an incentive management fee is calculated as 10% of the hotel's net operating income less fixed costs, base management fees and a specified return threshold. The incentive management fee is capped at 1% of gross hotel revenues for the applicable calculation.

As of December 31, 2019, terms of the Company's management agreements are (dollars are not in thousands):


Property	Management Company	Base Management Fee		Monthly Accounting Fee	Monthly Revenue Management Fee	Incentive Management Fee Cap
Homewood Suites by Hilton Boston-Billerica/ Bedford/ Burlington	IHM	3.0	%	1,200	1,000	1.0	%
Homewood Suites by Hilton Minneapolis-Mall of America	IHM	3.0	%	1,200	1,000	1.0	%
Homewood Suites by Hilton Nashville-Brentwood	IHM	3.0	%	1,200	1,000	1.0	%
Homewood Suites by Hilton Dallas-Market Center	IHM	3.0	%	1,200	1,000	1.0	%
Homewood Suites by Hilton Hartford-Farmington	IHM	3.0	%	1,200	1,000	1.0	%
Homewood Suites by Hilton Orlando-Maitland	IHM	3.0	%	1,200	1,000	1.0	%
Hampton Inn & Suites Houston-Medical Center	IHM	3.0	%	1,000	1,000	1.0	%
Residence Inn Long Island Holtsville	IHM	3.0	%	1,000	1,000	1.0	%
Residence Inn White Plains	IHM	3.0	%	1,000	750	1.0	%
Residence Inn New Rochelle	IHM	3.0	%	1,000	750	1.0	%
Residence Inn Garden Grove	IHM	3.0	%	1,200	1,000	1.0	%
Residence Inn Mission Valley	IHM	3.0	%	1,200	1,000	1.0	%
Homewood Suites by Hilton San Antonio River Walk	IHM	3.0	%	1,200	1,000	1.0	%
Residence Inn Washington DC	IHM	3.0	%	1,200	1,000	1.0	%
Residence Inn Tysons Corner	IHM	3.0	%	1,200	1,000	1.0	%
Hampton Inn Portland Downtown	IHM	3.0	%	1,000	550	1.0	%
Courtyard Houston	IHM	3.0	%	1,000	550	1.0	%
Hyatt Place Pittsburgh North Shore	IHM	3.0	%	1,500	1,000	1.0	%
Hampton Inn Exeter	IHM	3.0	%	1,200	1,000	1.0	%
Hilton Garden Inn Denver Tech	IHM	3.0	%	1,500	1,000	1.0	%
Residence Inn Bellevue	IHM	3.0	%	1,200	1,000	1.0	%
Springhill Suites Savannah	IHM	3.0	%	1,200	1,000	1.0	%
Residence Inn Silicon Valley I	IHM	3.0	%	1,200	1,000	1.0	%
Residence Inn Silicon Valley II	IHM	3.0	%	1,200	1,000	1.0	%
Residence Inn San Mateo	IHM	3.0	%	1,200	1,000	1.0	%
Residence Inn Mountain View	IHM	3.0	%	1,200	1,000	1.0	%
Hyatt Place Cherry Creek	IHM	3.0	%	1,500	1,000	1.0	%
Courtyard Addison	IHM	3.0	%	1,500	1,000	1.0	%
Courtyard West University Houston	IHM	3.0	%	1,500	1,000	1.0	%
Residence Inn West University Houston	IHM	3.0	%	1,200	1,000	1.0	%
Hilton Garden Inn Burlington	IHM	3.0	%	1,500	1,000	1.0	%
Residence Inn San Diego Gaslamp	IHM	3.0	%	1,500	1,000	1.0	%
Hilton Garden Inn Marina del Rey	IHM	3.0	%	1,500	1,000	1.0	%
Residence Inn Dedham	IHM	3.0	%	1,200	1,000	1.0	%
Residence Inn Il Lugano	IHM	3.0	%	1,500	1,000	1.0	%
Hilton Garden Inn Portsmouth	IHM	3.0	%	1,500	1,000	1.0	%
Courtyard Summerville	IHM	3.0	%	1,500	1,000	1.0	%
Embassy Suites Springfield	IHM	3.0	%	1,500	1,000	1.0	%
Residence Inn Summerville	IHM	3.0	%	1,500	1,000	1.0	%
Courtyard Dallas	IHM	3.0	%	1,500	1,000	1.0	%

Management fees totaled approximately $10.8 million, $10.8 million and $9.9 million, respectively, for the years ended December 31, 2019, 2018 and 2017. Incentive management fees paid to IHM for the years ended years ended December 31, 2019, 2018 and 2017 were $0.1 million, $0.1 million and $0.2 million, respectively.

Franchise Agreements

The fees associated with the franchise agreements are calculated as a specified percentage of the hotel's gross room revenue. Terms of the Company's franchise agreements are as of December 31, 2019:


Property	Franchise/Royalty Fee		Marketing/Program Fee		Expiration
Homewood Suites by Hilton Boston-Billerica/ Bedford/ Burlington	4.0	%	4.0	%	2025
Homewood Suites by Hilton Minneapolis-Mall of America	4.0	%	4.0	%	2025
Homewood Suites by Hilton Nashville-Brentwood	4.0	%	4.0	%	2025
Homewood Suites by Hilton Dallas-Market Center	4.0	%	4.0	%	2025
Homewood Suites by Hilton Hartford-Farmington	4.0	%	4.0	%	2025
Homewood Suites by Hilton Orlando-Maitland	4.0	%	4.0	%	2025

Hampton Inn & Suites Houston-Medical Center	5.0	%	4.0	%	2035
Courtyard Altoona	5.5	%	2.0	%	2030
Springhill Suites Washington	5.0	%	2.5	%	2030
Residence Inn Long Island Holtsville	5.5	%	2.5	%	2025
Residence Inn White Plains	5.5	%	2.5	%	2030
Residence Inn New Rochelle	5.5	%	2.5	%	2030
Residence Inn Garden Grove	5.0	%	2.5	%	2031
Residence Inn Mission Valley	5.0	%	2.5	%	2031
Homewood Suites by Hilton San Antonio River Walk	4.0	%	4.0	%	2026
Residence Inn Washington DC	5.5	%	2.5	%	2033
Residence Inn Tysons Corner	5.0	%	2.5	%	2031
Hampton Inn Portland Downtown	6.0	%	4.0	%	2032
Courtyard Houston	5.5	%	2.0	%	2030
Hyatt Place Pittsburgh North Shore	5.0	%	3.5	%	2030
Hampton Inn Exeter	6.0	%	4.0	%	2031
Hilton Garden Inn Denver Tech	5.5	%	4.3	%	2028
Residence Inn Bellevue	5.5	%	2.5	%	2033
Springhill Suites Savannah	5.0	%	2.5	%	2033
Residence Inn Silicon Valley I	5.5	%	2.5	%	2029
Residence Inn Silicon Valley II	5.5	%	2.5	%	2029
Residence Inn San Mateo	5.5	%	2.5	%	2029
Residence Inn Mountain View	5.5	%	2.5	%	2029
Hyatt Place Cherry Creek	3% to 5%		3.5	%	2034
Courtyard Addison	5.5	%	2.0	%	2029
Courtyard West University Houston	5.5	%	2.0	%	2029
Residence Inn West University Houston	6.0	%	2.5	%	2024
Hilton Garden Inn Burlington	5.5	%	4.3	%	2029
Residence Inn San Diego Gaslamp	6.0	%	2.5	%	2035
Hilton Garden Inn Marina del Rey	3% to 5.5%		4.3	%	2030
Residence Inn Dedham	6.0	%	2.5	%	2030
Residence Inn Il Lugano	3% to 6%		2.5	%	2045
Hilton Garden Inn Portsmouth	5.5	%	4.0	%	2037
Courtyard Summerville	6.0	%	2.5	%	2037
Embassy Suites Springfield	5.5	%	4.0	%	2037
Residence Inn Summerville	6.0	%	2.5	%	2038
Courtyard Dallas	4% to 6%		2.0	%	2038

Franchise and marketing/program fees totaled approximately $25.9 million, $24.9 million and $23.2 million, respectively, for the years ended December 31, 2019, 2018 and 2017.