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EXHIBIT 10.30
AGREEMENT TO PROVIDE SKYCAP SERVICES
FOR SOUTHWEST AIRLINES CO.
This Agreement, effective the 1st day of February, 1997, is by and
between SOUTHWEST AIRLINES CO. (hereinafter "Southwest"), whose principal
address is 0000 Xxxx Xxxxx Xxxxx, Xxxxxx, Xxxxx 00000, and INTERNATIONAL TOTAL
SERVICES, INC. (hereinafter "ITS"), whose principal address is 0000 Xxxxxxxx
Xxxx, Xxxxxxxxx, Xxxx 00000.
WHEREAS, Southwest desires the services of ITS for the purpose of
providing skycap services as specified under this Agreement at the
Baltimore-Washington International Airport - BWI (hereinafter referred to as the
"Airport"), Baltimore, MD ; and
WHEREAS, ITS is in the business of providing skycap services and
desires to contract with Southwest for the performance of said skycap services
as specified under this Agreement;
NOW THEREFORE, in consideration of ITS's promise to provide skycap
services and Southwest's promise to pay for such services in the manner and at
the times specified herein, it is hereby contracted and agreed to as follows:
1. SERVICES. ITS shall provide Southwest with a sufficient number of
trained skycap personnel to assist Southwest's enplaning and deplaning
passengers, and to perform such other passenger service functions at the Airport
as set forth on Attachment "N" of this Agreement. ITS also agrees to follow all
additional instructions from Southwest that are reasonable regarding the
standards, practices and procedures to be followed in performing services
pursuant to this Agreement. ITS skycaps shall perform these services in a
workmanlike, safe and courteous manner seven as required by Southwest at the
Airport.
2. TERM. This Agreement shall commence on the date first written above
and shall continue in full force and effect until terminated by either party
hereunder by giving the other party advance written notice of termination at
least thirty (30) days prior to the effective termination date. However,
Southwest shall have the right to terminate this Agreement upon twenty-four (24)
hours notice to ITS in the event ITS breaches its obligations hereunder. Notices
are to be given in accordance with Section 13 below.
3. RATE AND INVOICES. In consideration of the timely and faithful
performance by ITS of the services described herein, Southwest agrees to pay ITS
the specific rates for skycap personnel in accordance with Attachment "B" of
this Agreement.
ITS shall mail or deliver monthly invoices to Southwest at
Baltimore-Washington International Airport, Terminal Building, First Floor, P.O.
Box 28983, Xxxxxxxxx, Xxxxxxxx 00000, to the attention of Southwest's Station
Manager. This invoice amount, which represents charges for Services rendered by
ITS during the immediately preceding month, shall be due thirty (30) days
following the date the invoice is received by Southwest.
4. REPORTS/RECORDS. ITS shall maintain complete and accurate records
(including, but not limited to training and personnel records) and accounts
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to the performance of this Agreement. Such records shall be maintained by ITS
for a period of two (2) years, and shall be open for inspection, examination,
audit and copying by Southwest or its designated representatives at all
reasonable times during the course of this Agreement.
5. INDEPENDENT CONTRACTOR. It is expressly agreed that ITS is not and
shall never be considered as an employee of Southwest. ITS shall remain as an
independent contractor; in this regard, ITS and its employees shall not be under
the protection and/or coverage of Southwest's worker's compensation insurance,
or entitled to any other benefits of Southwest employees. ITS hereby discharges
Southwest of all liabilities imposed upon ITS as an independent contractor
pursuant to any labor, workees compensation, insurance, social security, as well
as any and all other federal, state, county and local-laws and regulations
relating to such benefits.
6. PERSONNEL. ITS will exercise complete control over employee conduct
and will pay all wages and all applicable federal social security taxes,
unemployment taxes and any similar taxes. All employees furnished by ITS under
this Agreement shall be courteous, reliable, competent, properly trained,
properly uniformed, and shall perform their duties in accordance with applicable
FAA regulations. ITS shall provide its employees with all initial and recurrent
training as required by the FAA or Southwest. ITS shall be responsible for
direct supervision of all phases of the services being performed to ensure
completion of the services in accordance with the terms of this Agreement. ITS's
supervisors must be available at reasonable times to consult with Southwest
management. Southwest expressly reserves the right to consult with ITS on the
number of employees hired, the hours worked, and overtime or holiday work
schedules.
7. REMOVAL OF PERSONNEL. ITS agrees that upon request by Southwest, ITS
will remove from service any employee who, in the opinion of southwest, displays
improper conduct or is deemed not qualified or needed to perform the work
assigned. Southwest warrants that no such request will violate Title VII of the
Civil Rights Act of 1964.
8. COMPLIANCE WITH LEGAL REQUIREMENTS. ITS will at its sole cost and
expense secure all required permits, licenses, certificates, approvals, and
inspections necessary to perform the services under this Agreement.
9. REGULATIONS. ITS expressly warrants that its duties under this
Agreement shall be performed in compliance with Section 108 of the Federal
Aviation Regulations (FAR's) or such regulations as may replace or supersede
Section 108 during the term of the Agreement. Further, it is expressly
understood that Southwest's "Air Carrier Standard Security Program" required to
be filed with the Federal Aviation Administration pursuant to Section 108 is
incorporated into this Agreement by reference and ITS's personnel will perform
their duties so as to comply with that Security Program. ITS specifically
warrants that a satisfactory ten (10) year background check shall be performed
on any employee with access to sterile areas.
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ITS and Southwest agree to comply with all applicable federal, state,
county and local laws, ordinances, regulations and codes, including the Civil
Rights Xxx 0000, as amended. The Equal Employment Opportunity and the
implementing Rules and Regulations of the Office of Federal Contract Compliance
Programs are incorporated herein by specific reference. The Affirmative Action
Clause in Section 503 of the Rehabilitation Act of 1973, as amended, relative to
Equal Opportunity for the handicapped is incorporated herein by specific
reference. The Affirmative Action Clause in 38 USC Section 2012 of the Vietnam
Veterans' Readjustment Assistance Act of 197,4, relative to Equal Employment
Opportunity for the special disabled veteran and veterans of the Vietnam Era, is
incorporated herein by specific reference. The Air Carrier Access Act of 1986 as
set-forth in 14 CFR Section 382, as amended, relative to non-discrimination on
the basis of handicap is incorporated herein by specific reference.
10. ADJUSTMENT OF HOURS. ITS agrees that Southwest shall have the right
at any time to adjust the hours of service upon reasonable notice to ITS, and
any change In the hours shall be confirmed in writing within forty-eight (48)
hours.
11. INSURANCE. ITS agrees to furnish and keep in full force the
following insurance during the term of this Agreement.
A. WORKER'S COMPENSATION INSURANCE covering all persons employed by
ITS engaged in the performance of the work hereunder, in amounts
as required by applicable law;
B. COMPREHENSIVE GENERAL LIABILITY COVERAGE for personal injury
(which coverage shall include, but will not to be limited to
false arrest, detention, imprisonment, assault, battery,
malicious prosecution, libel, slander, defamation of character,
violation of right of privacy, and property damage) with the
following limits:
(1) Personal Injury - $500,000/Person
$1,000,000/Occurrence
(2) Property Damage - $500,000/PERSON
$1,000,000/Occurrence
(3) Excess Limits _ up to $5,000,000 on both personal
injury and property damage;
C. BLANKET FIDELITY BOND COVERAGE on ITS's personnel.
Insurance coverage will be endorsed to name Southwest as an additional
insured. ITS shall furnish Southwest, not less than five (5) days prior to the
commencement of this Agreement, proof of such insurance and shall notify
Southwest immediately of any insurance coverage which is canceled, deleted or
reduced.
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12. INDEMNIFICATION. ITS agrees to indemnify and hold harmless
Southwest, its directors, officers, agents and employees, from and against all
liabilities, demands, suits or judgments, including attorney's fees and other
costs and expenses of defense, because of harm (including, but not limited to,
harm arising from false arrests, assault, battery, searches, libel or slander),
injury or death to persons; or loss, damage or destruction to property,
including the property of Southwest, ITS, and third persons, arising out of the
negligence or willful misconduct of ITS, its directors, officers, agents or
employees acting within the scope of their employment.
ITS also agrees to indemnify and hold harmless Southwest, its
directors, officers, agents and employees from any civil penalty which may be
levied against Southwest, its directors, officers, agents or employees, and
reasonable attorney's fees and costs for defense, as a result of a violation of
any law, regulation or order (including any FAR or Southwest's Air Carrier
Standard Security Program) committed by ITS, its directors, officers, agents or
employees acting within the scope of their employment.
13. NOTICES. All notices required hereunder, except for invoices, shall
be deemed sufficient and binding upon the parties when forwarded by U.S. Mail,
postage prepaid, to the parties at the addresses set forth below:
ITS: INTERNATIONAL TOTAL SERVICES, INC.
0000 XXXXXXXX XXXX
XXXXXXXXX, XXXX 00000.
ATTN: GENERAL COUNSEL
SOUTHWEST: SOUTHWEST AIRLINES CO.
X.X. XXX 00000
XXXXXX, XXXXX 00000-0000
ATTN: VICE PRESIDENT - GROUND OPERATIONS
14. MODIFICATION. This Agreement may be modified during its term upon
the express written consent of both parties. Such modifications must be signed
by a duly authorized representative of each party.
15. ASSIGNMENT. This Agreement is not assignable by either party
without the prior written consent of the other party. Any attempt to do so shall
render the purported assignment null and void.
16. ENTIRE AGREEMENT. This Agreement supersedes all previous
agreements, oral or written, between ITS and Southwest, and represents the whole
and entire agreement between the parties. Any agreements previously made remain
intact to the date of this Agreement and there is no waiver of provisions of
previous agreements.
17. RIGHTS AND REMEDIES. The duties and obligations imposed by this
Agreement and the rights and remedies available hereunder shall be in addition
to and not a
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limitation of any duties, obligations, rights and remedies otherwise imposed or
available by law. No action or failure to act by ITS or Southwest shall
constitute a waiver of any right or duty afforded either of them under this
Agreement nor shall any such action or failure to act constitute an approval of
or acquiescence in any breach thereunder.
18. SEVERABILITY. If any of the provisions of this Agreement shall be
invalid or unenforceable, such invalidity or unenforceability shall not
invalidate or render unenforceable the entire Agreement, but rather the entire
Agreement shall be construed as if not containing the particular invalid or
unenforceable provision or provisions, and the rights and obligations of ITS and
Southwest shall be construed and enforced accordingly.
19. THIRD PARTY RIGHTS. Nothing contained in this Agreement will or is
intended to create or will be construed to create any right in or any duty or
obligation to any third party.
20. SECTION HEADINGS. The headings used to identify sections or
subsections are for reference purposes only and shall have no bearing on the
interpretation of this Agreement.
21. SUSPENSION OF AGREEMENT. ITS agrees that in the event Southwest's
flight operations at the Airport are halted or substantially decreased by reason
of strike, labor dispute, picketing, act of God, or other cause beyond the
control of Southwest, this Agreement may be suspended upon twenty-four (24)
hours' notice to ITS.
22. GOVERNING LAW. This Agreement shall be construed under the laws of
the State of Texas regardless of conflict of laws rules.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
their respective duly authorized representatives as of the date first written
above.
Agreed and Accepted By.
INTERNATIONAL TOTAL SVCS., INC. SOUTHWEST AIRLINES CO.
By:___________________________ By:_______________________________________
Name: ________________________ Name: Xxxx Xxx Xxxxxxxxxx
Title: _______________________ Title: Director
Date: ________________________ Date:_____________________________________
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