Exhibit 99.13
PILOT SERVICES AGREEMENT
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This Agreement, made and entered into this 15th day of October, 1997, by and
between Manor Care, Inc., a Delaware corporation, with principal offices at
11555 Darnestown Road, Gaithersburg, Maryland 20878 ("Manor Care") and Choice
Hotels International, Inc., a Delaware corporation (to be renamed Sunburst
Hospitality Corporation), with principal offices at 10770 Columbia Pike, Silver
Spring, Maryland 20901 ("Choice").
WITNESSETH, that
WHEREAS, Manor Care has five (5) full-time pilots, and three (3) contract
pilots.
NOW THEREFORE, each party declaring their mutual intention to enter into
and be bound by this PILOT SERVICES AGREEMENT, and for the good and valuable
consideration set forth below, hereby covenant and agree as follows:
1. Manor Care agrees to provide two fully qualified pilot(s) (hereinafter
referred to as "leased pilot(s)") to Choice in exchange for the good and
valuable consideration detailed herein.
2. Choice agrees to pay all reasonable expenses (i.e., meals, hotels,
phone, etc.) of the leased pilot(s). Manor Care shall document the total number
of pilot-days leased and shall submit an invoice to Choice on a monthly basis.
Choice shall pay to Manor Care $275.00 for each pilot-day, due thirty (30) days
after receipt of the invoice.
3. Choice will request the leased pilot as far in advance as possible and
in any case, at least 24-hours in advance of planned departure. Requests for
use of leased pilot(s) shall be in the form mutually convenient to and agreed
upon by the parties. Manor Care shall have final authority over the scheduling
of its pilots and shall use its best efforts to accommodate the needs of Choice.
4. Manor Care is solely responsible for salary and benefits of its
pilot(s).
5. The term of this Agreement shall commence on the date hereof and shall
remain in effect through the end of the first full Fiscal Year immediately
following the date hereof. Unless terminated pursuant to the terms hereof, the
Agreement shall automatically renew each Fiscal Year thereafter for the extended
term of said Fiscal Year and shall not extend past the last day of the thirtieth
(30th) month following the date hereof; provided, however, that either party may
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terminate this Agreement upon sixty (60) days prior written notice to the other
party.
6. Each party shall be responsible for its own liabilities, damages or
losses with respect to any third party aircraft.
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7. The terms and provisions of this Agreement are intended to reflect
commercially reasonable terms and conditions (including, but not limited to,
pricing) that are at least as favorable and as competitive to Choice as the
terms and conditions Manor Care would grant or require of third parties for
substantially similar goods and services.
CHOICE HOTELS INTERNATIONAL, INC.
BY: /s/ Michael J. DeSantis
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TITLE: Senior Vice President
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MANOR CARE, INC.
BY: /s/ James H. Rempe
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TITLE: Senior Vice President
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