Exhibit 99.2
TRANSITIONAL CORPORATE SERVICES AGREEMENT
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BETWEEN
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HOST MARRIOTT CORPORATION AND
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HOST MARRIOTT SERVICES CORPORATION
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Host Marriott Corporation ("Host Marriott") and Host Marriott Services
Corporation ("HM Services"), enter into this Agreement for the purpose of
providing certain transitional corporate services to each other in connection
with the distribution of all of the shares of common stock of HM Services to
shareholders of Host Marriott (the "HM Services Distribution"). Subject to final
approval of the Host Marriott Board of Directors, the HM Services Distribution
is expected to occur on or about December 29, 1995 or as soon thereafter as the
Host Marriott Board shall specify. To ensure an orderly separation of Host
Marriott into two separate and independent corporations, Host Marriott and HM
Services agree:
(1) Host Marriott and HM Services intend this Agreement to cover all
intercompany corporate services between them except legal and corporate
secretary services;
(2) It is intended, without limitation, that Host Marriott may provide
corporate accounting, corporate tax, cash management, and investor relations
services to HM Services, and that HM Services may provide human resources,
internal audit, and LAN/systems services to Host Marriott. This listing of
services that each company may provide to the other is not exhaustive of the
services that may be provided nor a guarantee that either company will in fact
request any or all of the services listed in this paragraph;
(3) If Host Marriott requests a corporate service of HM Services or HM
Services requests a service of Host Marriott, such services shall be provided
and the service provider company shall use good faith and its reasonable best
efforts to provide the service in a timely and competent manner. All services
provided under this Agreement shall be provided in accordance with the provider
company's standard policies, procedures and practices;
(4) If after receiving a request for a corporate service the requested
provider company cannot in good faith using reasonable best efforts provide the
service in a timely and competent manner, the provider company shall so inform
the requestor company which shall secure such service form another provider.
Host Marriott and HM Services do not expect such situations to arise and
recognize that such situations should be extraordinary
occurrences. Nothing in this paragraph shall excuse Host Marriott or HM Services
from providing a mandatory service or duty under any other inter-company
agreement between them;
(5) The service provider company shall be paid the fees for service set
forth in Schedule 1 to this Agreement and shall be further reimbursed for
certain direct, non-overhead costs such as travel and legal fees, provided,
however that no travel or legal or other non-overhead costs shall be incurred
without prior consultation with the requesting company. For a period of ninety
(90) days after the HM Services Distribution, no fee for services and
non-overhead costs shall be charged by the provider company to the requesting
company, Payment for all services shall be made to the provider company within
45 days of receipt of invoice for payment, such invoice to include documentation
of any applicable direct, non-overhead costs not included in the hourly rate;
(6) It shall be presumed, without need for further or separate
documentation, that any request for a corporate service not otherwise the
subject of a separate intercompany agreement is governed by this Agreement;
(7) This Agreement shall terminate 180 days after the HM Services
Distribution unless the parties mutually agree to extend the Agreement for an
additional 180 days. The Agreement shall also terminate in the event of a
material default by either party or a change in control of either party;
(8) The parties agree to defend, indemnify, and hold harmless the other
and its agents, employees, directors, and shareholders from any claims or
actions of whatever nature may arise in connection with Host Marriott providing
services under this Agreement to HM Services and HM Services providing services
under the Agreement to Host Marriott. Neither company shall become a fiduciary
to the other by providing services under this Agreement;
(9) This Agreement shall be governed by the law of the State of Maryland
without regard to conflict or choice of law rules which might make the law of
another jurisdiction apply. The parties expressly select Maryland law to apply;
(10) This Agreement represents the full and complete Agreement of the
parties and cannot be modified except in writing. Any legal notices shall be
sent to the General Counsel of the company to be placed on notice.
SIGNATURES ON FOLLOWING PAGE
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For Host Marriott:
/s/ X.X. Xxxxxxxx
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Date: 12/29/95
For HM Services:
/s/ Xxx X. Xxxxxx
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Date: 12/29/95
SCHEDULE 1
EXHIBIT A
ADMINISTRATIVE SERVICES BILLING RATES
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Grade Level Hourly Billing Rate
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56 & Above 2.4 x salary
54 - 55 $116
52 Bonus - 53 97
50 - 52 Non-bonus 71
46 - 49 56
41 - 45 43
10 - 12 39
6 - 9 32
Consultant Their charge + 20%
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NOTE: The above represents the 1996 rates quoted by MI to HMC for
corporate services.
