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EXHIBIT 10.29
AIRCRAFT CLEANING SERVICES AGREEMENT
This Agreement, effective as of the 1 st day of November,
1996, 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. ("Contractor"), whose principal address is
0000 Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxx 00000.
WHEREAS, Southwest is engaged in the business of providing air
transportation services for passengers and cargo between destinations located
within the continental United States; and
WHEREAS, Contractor is engaged in the business of
providing aircraft cleaning services; and
WHEREAS, Southwest desires to have Contractor provide aircraft
cleaning services and Contractor desires to perform aircraft cleaning services
for Southwest as specified under this Agreement at the Tampa International
Airport - TPA (hereinafter the "Airport"), Tampa, Florida.
NOW THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, the parties hereto agree as follows:
1. SERVICES. Contractor agrees to perform aircraft cleaning
services (hereinafter "Services") in a timely and workmanlike manner. The
Services shall be performed in accordance with the aircraft cleaning procedures
and cleaning schedule set forth in Attachment "A" of this Agreement. Such
procedures may be changed by Southwest from time to time. Upon completion of
Services, Contractor personnel shall complete and sign the X.X.X. Cleaning
Checklist in the form of Attachment "B" of this Agreement. This checklist shall
be left in the front galley area of each aircraft after Services are performed
for the purpose of inspection and verification by Southwest personnel.
2. EQUIPMENT/SUPPLIES. In the performance of the Services
herein specified, Southwest shall furnish and maintain at its sole cost and
expense all cleaning materials, equipment, chemicals, supplies, tools and other
implements necessary to perform the Services under this Agreement. Southwest
also agrees to replenish aircraft supplies used by passengers, such as lavatory
supplies, blankets and pillow cases.
3. 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
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shall have the right to immediately terminate this Agreement in the event
Contractor breaches its obligations under this Agreement.
4. RATES. In consideration of the timely and workmanlike
performance by Contractor of the Services hereunder, Southwest agrees to pay
Contractor the rate set forth in Attachment "C" of this Agreement (inclusive of
sales taxes and airport fees) per aircraft cleaned. This rate shall remain
unchanged for at least twelve (12) months following the effective date of this
Agreement. Thereafter, the rate for Services may be changed by mutual agreement
of the parties.
5. INVOICES. Contractor shall mail or deliver monthly invoices
to Southwest at Tampa International Airport, Airside A, Xxxxx, Xxxxxxx 00000, to
the attention of Southwest's Station Manager. Invoices shall specify the
aircraft number of each aircraft cleaned and the date the Services were
performed. This invoice amount, which represents charges for Services rendered
by Contractor during the immediately preceding month, shall be due thirty (30)
days following the date the invoice is received by Southwest.
6. REPORTS/RECORDS. Contractor shall maintain complete and
accurate records (including, but not limited to training and personnel records)
and accounts related to the performance of this Agreement. Such records shall be
maintained by Contractor 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.
7. INDEPENDENT CONTRACTOR. Contractor and its employees are
not and shall never be considered as employees of Southwest. Contractor shall
remain as an independent contractor in this regard, Contractor 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. Contractor hereby discharges Southwest of all liabilities imposed
upon Contractor as an independent contractor pursuant to any labor, worker's
compensation, insurance, social security, as well as any and all other federal,
state, county and local laws and regulations relating to such benefits.
Contractor shall pay all wages and all applicable federal social security taxes,
unemployment taxes and any similar taxes.
8. PERSONNEL. All employees furnished by Contractor under
this Agreement shall be courteous, reliable, competent, properly trained, and
properly uniformed. Furthermore, Contractor 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. Contractor's
supervisors shall be available at reasonable times to consult with
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Southwest management.
9. REMOVAL OF PERSONNEL. Contractor shall, upon request by
Southwest, remove from service any employee who, in the opinion of Southwest,
displays improper conduct or is deemed not qualified or necessary to perform the
work assigned. Southwest warrants that no such request will violate Title VII of
the Civil Rights Act of 1964.
10. COMPLIANCE WITH LEGAL REQUIREMENTS. Contractor shall
secure all required licenses, permits, certificates, approvals, and inspections
necessary to perform the Services under this Agreement.
11. REGULATIONS. Contractor expressly warrants that the
Services 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 Contractor's
personnel will perform Services so as to comply with that Security Program.
Contractor specifically warrants that a satisfactory ten (10) year background
check shall be carried out with respect to any employee having access to sterile
areas.
Contractor shall 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 1974, 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.
12. INDEMNITY AND INSURANCE. Contractor 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
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destruction to property, including the property of Southwest, Contractor, and
third persons, arising out of the negligence or willful misconduct of
Contractor, its directors, officers, agents or employees acting within the scope
of their employment.
Contractor 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 Contractor, its directors,
officers, agents or employees acting within the scope of their employment.
Contractor, at its sole cost and expense, shall maintain
policies of insurance in full force and effect during the term of this Agreement
and with insurance companies satisfactory to Southwest, evidencing all risk
combined single limit liability insurance, including bodily injury and property
damage insurance in the minimum amount of ten million dollars ($10,000,000) per
occurrence. Contractor shall also furnish Southwest with certificates of
insurance as evidence that such insurance is in full force and effect, and
Southwest may request such certificates of insurance from Contractor from time
to time. All insurance policies shall unconditionally obligates the insurer(s)
to provide Southwest with thirty (30) days advance written notice of any
cancellation, change, alteration or modification of such insurance coverage.
Contractor agrees that it shall provide fully bonded labor and
shall at all times maintain a minimum blanket fidelity bond in the amount of
$25,000 on each of its employees in accordance with this provision.
13. NOTICES. All notices required hereunder 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:
CONTRACTOR: 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. ENTIRE AGREEMENT. This Agreement supersedes all previous
contracts/agreements, oral or written, between Contractor
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and Southwest, and represents the whole and entire agreement between the
parties. Any contracts/agreements previously made remain intact to the date of
this Agreement and there is no waiver of provisions of previous
contracts/agreements.
15. MODIFICATION. This Agreement may be modified during its term upon
the written consent of both parties. Such modifications must be signed by duly
express authorized representatives of each party.
16. ASSIGNMENT. This Agreement is not assignable by either party
without the prior written consent of the other party. Any attempt to assign this
Agreement shall render the purported assignment null and void.
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 limitation of any duties, obligations, right and remedies otherwise
imposed or available by law.
18. WAIVER. No action or failure to act by Contractor 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.
19. 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
Contractor and Southwest shall be construed and enforced accordingly.
20. 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.
21. 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.
22. SUSPENSION OF AGREEMENT. Contractor 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 Contractor.
23. GOVERNING LAW. This agreement shall be construed
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in accordance with the laws of the state of Texas, regardless of
conflict of laws principles.
IN WITNESS WHEREOF, the parties have executed this Agreement
by their respective duly authorized representatives as of the date first written
above.
INTERNATIONAL TOTAL SERVICES, INC. SOUTHWEST AIRLINES CO.
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Signature Signature
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Name Xxxx Xxx Xxxxxxxxxx
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Title Regional Director
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