1
Exhibit 10.32
AGREEMENT
---------
THIS AGREEMENT made and entered into this 1st day of December,
1984 by and between USAir, Inc., (hereinafter referred to as "USAir"), a
corporation organized and existing under the laws of the State of Delaware and
having its principal place of business at Xxxxxxxxxx Xxxxxxxx Xxxxxxx,
Xxxxxxxxxx, X.X. 00000, and International Total Services (hereinafter referred
to as "CONTRACTOR"), a corporation having its principal place of business at 000
Xxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000.
WITNESSETH
----------
WHEREAS, USAIR is a Certified Scheduled Airline leasing
exclusive use space at Philadelphia International Airport (hereinafter referred
to as "SITE"); and
WHEREAS, CONTRACTOR is an independent contractor presently
engaged in providing skycap and positive claim services (hereinafter referred to
as "SERVICES"), and has agreed to provide USAir with such SERVICES at the
facilities operated by USAir in connection with its operations at the SITE; and
WHEREAS, CONTRACTOR agrees to perform for USAir in a good and
workmanlike manner the SERVICES provided for herein at the SITE, which are set
forth in detail in Exhibit A attached hereto and made a part hereof, all subject
to and in accordance with the terms and provisions hereof;
NOW, THEREFORE, for and in consideration of the foregoing
premises and the mutual covenants and agreements herein contained, the parties
hereto agree as follows:
2
ARTICLE I - EQUIPMENT, MATERIALS, AND SUPPLIES
----------------------------------------------
All materials, equipment, and Supplies and any special
equipment required solely for the services performed under this Agreement will
be furnished by CONTRACTOR at its sole cost and expense.
ARTICLE II - CONSIDERATION AND PAYMENT
--------------------------------------
In full consideration of the performance of the SERVICES above
described, USAir will pay to CONTRACTOR, upon receipt of written billing
therefore, the sums outlined in Exhibit A, attached hereto and made a part
hereof.
ARTICLE III - STANDARDS OF SERVICES
-----------------------------------
CONTRACTOR agrees to furnish USAir the SERVICES contemplated
hereunder on an impartial basis, and to require its employees to render such
SERVICES in a courteous and efficient manner. The SERVICES performed hereunder
by CONTRACTOR shall be provided to the sole satisfaction of USAir.
ARTICLE IV - EMPLOYEES
----------------------
The employees of CONTRACTOR engaged in performing SERVICES
hereunder shall be considered employees of CONTRACTOR for all purposes and shall
under no circumstances be deemed to be employees of USAir. USAir shall have no
supervision or control over any such CONTRACTOR employees and any complaint or
requested change in procedure shall be transmitted in writing by USAir to
-2-
3
CONTRACTOR who shall in turn promptly give any necessary instructions to its own
personnel.
CONTRACTOR agrees to assume full responsibility for any and
all liability to its employees on account of injury, disability, and death
resulting from, or sustained by said employees in the performance of the
SERVICES contemplated herein.
CONTRACTOR agrees to carry Worker's Compensation and
Employer's Liability Insurance with a limit of $100,000 and to assume full and
exclusive liability for the payment of all premiums for such insurance.
CONTRACTOR further agrees to accept full and exclusive liability for the payment
of any and all taxes, contributions, and other payments for unemployment
compensation and/or old age benefits, insurance or annuities now or hereafter
imposed upon employers by the Government of the United States or by individual
states with respect to such employees, measured by the wages, salaries,
compensation, or other remuneration paid to such employees, and CONTRACTOR shall
make such payments and shall make and file any and all reports and returns and
do all other things necessary to comply with the laws imposing such taxes,
contributions, or other payments.
ARTICLE V - INSURANCE
---------------------
During the term of this Agreement, CONTRACTOR shall carry and
maintain in full force and effect public liability insurance (covering
CONTRACTOR's operations hereunder) with a combined single limit of liability of
at least $2,000,000 covering injury to, or death of persons and damages to, or
destruction of or loss of
-3-
4
property (including the loss of use thereof). CONTRACTOR shall furnish to USAir,
upon the effective date of this Agreement, insurance underwriter's certificates
certifying that CONTRACTOR is in full compliance with all the above-described
insurance requirements (including the insuring of CONTRACTOR's contractual
liability under Article VI hereof), and that USAir, its Directors, officers,
agents and employees shall be named as additional insureds thereunder, that the
policy will be endorsed to include a standard cross liability clause, and that
USAir shall be given thirty (30) days' prior written notice of CONTRACTOR's
desire to cancel or materially alter the policies of insurance, or any parts
thereof and that the insurers waive rights of subrogation against USAir, its
officers, employees, and agents, acknowledge that CONTRACTOR's insurance is
primary insurance and USAir's insurance is secondary or excess insurance,
acknowledging CONTRACTOR's exclusive liabilities under this Agreement.
CONTRACTOR agrees that each and every one of its employees, agents, or
representatives shall be covered under a Blanket Fidelity Bond in an amount not
less than $5,000.00.
ARTICLE VI - INDEMNITY
----------------------
CONTRACTOR agrees and hereby undertakes to indemnify, defend,
and save harmless USAir, its Directors, officers, employees, and agents from and
against any and all liability, damages, claims, suits, penalties or actions of
every name and description (including any and all costs and expenses related
thereto) suffered by USAir, its Directors, officers, employees, and
-4-
5
agents on account of any injuries to or death of any persons or damages to or
loss of property (including the loss of use thereof) received or sustained by
any person or persons Including USAir, its Directors, officers, employees, and
agents directly or indirectly arising out of or resulting from the furnishing of
services pursuant to this Agreement unless caused solely by the negligent act or
omission of USAir, its Directors, officers, employees, and agents. USAir agrees
that it will give to CONTRACTOR prompt and timely notice of any claim made or
suit instituted which in any way, directly or indirectly, contingently or
otherwise, affects or might affect CONTRACTOR, and CONTRACTOR shall have the
right to participate in the defense of the Game to the extent of its own
interest.
ARTICLE VII - TERM
------------------
This Agreement shall take effect on December 1, 1984 and shall
continue thereafter until terminated by either party by giving thirty (30) days'
written notice to that effect to the other party, provided that such termination
shall not affect any rights or obligation which shall have accrued to either
party prior to the effective date of such termination. Notwithstanding the above
provision, USAir shall have the absolute right to cancel this Agreement upon
giving CONTRACTOR five (5) days' written notice to that effect should USAir
determined that CONTRACTOR's SERVICES under this Agreement have become
unsatisfactory.
ARTICLE VIII - SUSPENSION AND ABATEMENT
---------------------------------------
-5-
6
Notwithstanding anything to the contrary herein contained, it
is expressly agreed that either party hereto shall be relieved of its
obligations hereunder in the event and to the extent that performance hereof is
delayed or prevented by any cause reasonably beyond its control, including,
without limitations acts of God, public enemies, war, insurrection and acts or
orders of governmental authorities, or by fire, flood, explosion, riots, or
strikes; provided, however, that nothing herein contained shall require either
party hereto to accede to demands of labor unions or to demands of its employees
which it considers unreasonable.
In the event USAir's operations at the SITE should be
restricted, substantially by acts or orders of governmental authorities, then
either party shall have the right, upon written notice to the other, to a
suspension of this Agreement and an abatement of a just proportion of the
payments to become due hereunder, from the time of such notice until such
restrictions shall have been remedied and normal operations restored.
ARTICLE IX - ASSIGNMENTS
------------------------
This Agreement shall not be assigned or otherwise transferred
(by operation of law or otherwise) by CONTRACTOR without the written consent of
USAir and, in the event that it shall be assigned, whether by operation of law
or otherwise without such written consent, this Agreement may be terminated by
USAir upon written notice to the CONTRACTOR.
ARTICLE X - NOTICES
-------------------
-6-
7
Notices under this Agreement shall be sufficient if sent by
United States certified mail, postage prepaid, to USAir, Xxxxxxxxxx Xxxxxxxx
Xxxxxxx, Xxxxxxxxxx, X.X. 00000. Attention: Xxxxx X. Xxxxxxx, Vice President -
Properties and Facilities or International Total Services, 0000 Xxxxxxxx Xxxxx,
Xxxxxxxxx, XX 00000, Attn: Xxxxxxx X. Xxxxxx, President.
ARTICLE XI - ENTIRE AGREEMENT
-----------------------------
This contract represents the entire Agreement between the
parties hereto and shall be modified, altered, amended, or cancelled (except as
provided for by Article VII and VIII) only by mutual agreement evidenced by an
instrument in writing executed by both parties or their respective successors in
interest. This Agreement shall be construed and enforced under the laws of the
State of Delaware.
ARTICLE XII - TITLES
--------------------
Article titles contained herein are inserted only as a matter
of convenience and for reference. Such titles in no way define, limit, or
describe the scope or extent of any provision of this Agreement.
ARTICLE XII - TAXES, LICENSES, PERMITS
--------------------------------------
(a) In consideration of the payment by USAir of the Basic
Charge, CONTRACTOR shall pay and agrees to indemnify, defend and hold harmless
USAir, its officers, employees and agents from and against any and all taxes of
whatsoever kind or nature,
-7-
8
including but not limited to attorneys' fees, costs and expenses incurred in
connection therewith (but excluding USAir's income taxes) which are or may be
assessed against, chargeable to or collectible from CONTRACTOR or USAir by any
taxing authority (Federal, state or local) and which are based upon or levied or
assessed with respect to the performance of this Agreement.
(b) CONTRACTOR, at no additional Charge to USAir, will obtain
and pay for all necessary federal, state and local permits and licenses required
to legally perform the services contemplated hereunder.
IN WITNESS WHEREOF, USAir, Inc., and CONTRACTOR have caused
this instrument to be executed on the day and year first above written.
USAir, Inc.
WITNESS: By:
------------------------------------
Title: Xxxxx X. Xxxxxxx
--------------------------- ---------------------------------
Vice President Properties &
Facilities
International Total Services,
Inc.
WITNESS: By:
------------------------------------
Title:
--------------------------- ---------------------------------
-8-
9
EXHIBIT A
USAir Skycap and Positive Claim Agreement
Philadelphia International Airport, Philadelphia, PA
CONTRACTOR shall furnish to USAir "skycap' service, as that term is generally
understood in the air transportation industry, at Philadelphia International
Airport, Philadelphia, PA (the "Airport"), and USAir retains CONTRACTOR to
furnish the services defined hereunder and shall pay CONTRACTOR its charges
therefor as hereinafter provided.
CONTRACTOR shall provide the number of uniformed personnel to perform such
service as requested, in writing, by USAir's local management. Such personnel
shall perform their in a manner satisfactory to USAir and shall observe
standards of discipline satisfactory to USAir at all time's while on duty, but
shall otherwise be exclusively under the direction and control of CONTRACTOR. In
performing its duties hereunder, CONTRACTOR shall be an independent contractor
in every respect.
CONTRACTOR's services shall include but not be limited to:
a) The handling and tagging of bags from USAir passengers at curbside, and
between curbside and the ticket counter, and/or gates, either in or
outbound customers.
b) Provide monitoring of the local baggage claim areas (carousels) and
assist customers with their baggage in this area.
c) Provide wheelchair and other special assistance to USAir customers,
between all gates and ticket counters, baggage facilities, connecting
flights, parking garage, or as otherwise specified by USAir.
Each month, CONTRACTOR will guarantee that skycap coverage be provided on a
monthly basis equivalent to a specific number of Sky Caps hours each day
according to the cost schedule included in this Exhibit A, and will be directed
by the local Station Manager as to the deployment of these individuals. In order
to achieve maximum productivity, CONTRACTOR will carefully plan a schedule of
full time and/or part time employees and will flex its schedule to carefully
cover peak and non peak times. CONTRACTOR will confer with and get full approval
of the USAir Station Manager before instituting this "flex" schedule. Although
hourly coverage may vary on a day to day basis, the total hours per month will
be equivalent to no less than the guaranteed coverage specified in the attached
cost schedule.
If at any time the local USAir management feels it needs extra Sky Cap hours
added to this Schedule, CONTRACTOR will immediately agree
-1-
10
to change its schedule in accordance with the Manager's request at no extra
charge to USAir.
CONTRACTOR agrees to provide skycap service to USAir on a "Per Enplaned
Passenger" basis, invoiced Monthly on the basis of the enclosed Schedule "A", by
multiplying the number of USAir's monthly enplaned passengers times the cost per
passenger indicated on the attached schedule for the reported enplaned
Passengers.
CONTRACTOR will maintain the equipment that is owned by the airlines and/or
CONTRACTOR. Should any costs be incurred for the maintenance and/or repairs of
this equipment other than equipment owned by CONTRACTOR, then the cost of the
maintenance and/or repairs plus 10% will be charged to the airline owning such
equipment. At such time should this equipment become functionally obsolete,
CONTRACTOR will purchase its own equipment and amortize the Cost of the
equipment into the aforementioned hourly rate to USAir.
POSITIVE CLAIM SERVICE
----------------------
CONTRACTOR shall provide informed personnel to be responsible for matching
passenger baggage claim stubs before allowing baggage from USAir flights to be
removed from the bag claim area; coordinating and expediting group baggage
movement; offering assistance, directions and information to all USAir
passengers, primarily those looking for lost or previously unclaimed baggage, as
well as performing a general overall surveillance of the baggage claim area, and
regular policing of the baggage claim area to remove litter from the general
area.
Staffing shall be provided at one person per hour of baggage claim activity.
Schedules shall be confirmed with the USAir Station Manager. Positive claim
services will be provided to USAir at the rate of $4.96 per hour, including
overtime and holidays.
CONTRACTOR shall use its reasonable and beat efforts to provide these services.
Contractor's employees will not undertake to subdue or use physical force to
provide such services but will be trained to report incidents immediately to
proper authorities and to ascertain the identity of anyone suspected of
wrongdoing.
ALL SERVICES OF CONTRACTOR
--------------------------
CONTRACTOR will install an independent quality control program to give USAir a
constant view of the quality of Service performed by CONTRACTOR. This program
will be conducted by an independent agency, which can, from time to time,
include USAir Management. The program will include, but not be limited to:
1. Appearance
2. Customer approach
3. Speed of operation
4. Helpfulness to customers
-2-
11
5. Waiting time at curb
6. Miss-checks
7. Stolen property
CONTRACTOR will review this program carefully with USAir Management before
implementing it and will share its results openly with USAir's local management.
If at any time CONTRACTOR fails to achieve an agreed upon high grade for the
service, CONTRACTOR will voluntarily increase its Sky Cap coverage and
supervision, at no extra cost to USAir, until it achieves high rating grades.
-3-
12
USAir - PHILADELPHIA SKYCAPS
----------------------------
COST SCHEDULE A
---------------
Maximum No. of Number of Cost per Monthly
Enplaned Passengers Skycaps/Day Hours/Day Passenger Billing
------------------- ----------- --------- --------- -------
Under - 70,000 8 64 .10 $ 7,000
70,001 - 75,000 8 64 .097 7,275
785,001 - 80,000 8 64 .094 7,520
80,001 - 85,000 8 64 .091 7,735
85,001 - 90,000 9 72 .088 7,920
90,001 - 95,000 9 72 .085 8,075
95,001 - 100,000 9 72 .082 8,200
100,001 - 105,000 9 72 .079 8,295
105,001 - 110,000 10 80 .076 8,360
110,001 - 115,000 10 80 .073 8,395
115,001 - 120,000 10 80 .070 8,400
120,001 - 125,000 10 80 .070 8,750
125,001 - 130,000 11 88 .070 9,100
130,001 - 135,000 11 88 .068 9,180
135,001 - 140,000 11 88 .066 9,240
140,001 - 145,000 11 88 .065 9,425
145,001 - 150,000 12 96 .070 10,500
150,001 - 155,000 12 96 .069 10,695
155,001 - 160,000 12 96 .066 10,560
160,001 - 165,000 12 96 .065 10,725
-4-
