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EXHIBIT 10.25
CORE AGREEMENT FOR SKYCAP AND WHEELCHAIR SERVICES
This AGREEMENT, made and entered into as of this 1st day of
October, 1990, by and between INTERNATIONAL TOTAL SERVICES, INC, (hereinafter
referred to as "ITS") and CONTINENTAL AIRLINES, INC. (hereinafter referred to as
"Continental").
WHEREAS, Continental desires ITS to perform for it certain
services with respect to Continental's operation at the locations) described
within the Exhibit(s) attached hereto (hereinafter called 'Airport' ).
WHEREAS, ITS is willing to perform such services in the manner
and pursuant to the terms and conditions, hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, the parties hereto agree as follows:
SECTION 1 - SERVICES
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1.0 Skycap Services
ITS shall meet and greet outbound passengers at terminal
entrance, determine service needs and check baggage, escort passenger and
baggage to check-in position. When possible, direct passengers directly to gate
and place checked bags on proper conveyor belt for delivery to bag room.
ITS shall monitor baggage claim area to insure proper
distribution and appearance of baggage on claim carousels. ITS shall meet and
greet arriving passengers in claim areas to offer assistance in obtaining
baggage and desired transportation. ITS shall direct passengers with
lost/damaged claims to the Baggage Services Offices.
ITS shall take large baggage, pets, and other checked articles
too large to be sent to conveyor belt, directly to baggage room upon request of
ticket counter personnel or when deemed appropriate by M in the best interest of
the passenger.
ITS shall assist disabled and/or elderly passengers of
ContinentaL including boarding aircraft, deplaning, restroom visits, restaurant
access, claiming of baggage, and other assistance desired by Continental or as
determined by ITS while passengers are in airport terminals.
Personnel of M who are employed to assist passengers shall
wear uniforms generally acceptable to Continental and shall at all times be well
groomed, friendly and have empathy towards the passengers. AU work shifts must
be adequately supervised.
Continental shall provide all necessary tags, courtesy boxes,
and bags. M shall be responsible for the inventory of all equipment Costs for
all preventive maintenance and repairs of Continental owned equipment shall be
the responsibility of Continental.
SECTION 2 - FEES
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Fees for services shall be at the rates set forth on the
respective Exhibit(s) attached hereto describing such services and fees.
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2.1 OVERTIME - ADDITIONAL PERSONNEL
If overtime rates are applicable as shall be indicated in the
Exhibit(s) attached hereto, then, when ITS incurs overtime payroll expenses as a
result of delays in scheduled activity, and/or additional activity, in addition
to the other payments to be made by Continental to ITS hereunder, Continental
shall pay to ITS the premium portion of the overtime incurred by ITS in
performing such activity at the rates set forth in the applicable Exhibit(s)
attached hereto. No overtime work shall be undertaken unless authorized in
writing by Continental's authorized representative. All overtime will be for a
minimum period in accordance with ITS's personnel policy and labor contracts, of
which Continental will be advised prior to execution of this agreement.
Upon Continental's written request, ITS will, to the extent of
its capability, furnish additional personnel over and above the normal
complement used in performing services hereunder, if the same shall be necessary
to perform additional services to accommodate additional and/or unscheduled
activity-, provided, however, the complement of such personnel shall be
reasonable. Continental shall give ITS not less than four (4) hours advance
notice of its request for additional personnel and Continental shall, in
addition to the other payments to be made by Continental to ITS hereunder, pay
ITS for the services of such additional personnel at the applicable rates
therefore set forth in the Exhibit(s) attached hereto.
SECTION 3 - PAYMENT
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For the performance of the services described in Section I
above and the Exhibit(s) attached hereto, Continental shall pay to ITS the rates
and charges described in the Exhibit(s) applicable thereto; ITS shall render
invoices for such services bi-weekly, in arrears, directly to Continental.
Payment of invoices is due thirty (30) days from receipt of the invoice by
Continental.
SECTION 4 - TAXES, LICENSES AND FEES
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ITS shall pay any and all taxes, licenses, fees and
assessments, and penalties thereon, if any (including, without limitation, any
and all taxes, assessments or charges based upon gross receipts and any and all
fees required to be paid under any applicable licenses, leases or agreements),
in any manner levied, assessed or imposed upon M by any governmental authority
or agency thereof having jurisdiction, including, without limitation, the
airport authority having jurisdiction over the Airport, as a result of or
attributed to the performance of any service, or the sale of any product, by M
for or to Continental under or pursuant to this Agreement However, ITS reserves
the right to charge the costs of any airport fees back to Continental.
SECTION 5 - STANDARDS OF PERFORMANCE
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All services to be performed hereunder shall be performed in a
careful and workmanlike manner, and in performing such services, M shall comply
with such written specifications and procedures as may be furnished to M by
Continental or, in the absence thereof in accordance with the standard
procedures of ITS. In furnishing services hereunder, ITS agrees to observe all
applicable requirements of the Federal Aviation Administration (or any successor
thereof and other governmental authorities having jurisdiction. ITS shall
provide suitable equipment and adequate and competent supervision and personnel
to furnish the services to be performed hereunder unless specific differences
are specified in the Exhibit(s) attached hereto.
SECTION 6 - NON-DISCRIMINATION
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ITS is an Equal Opportunity Employer, and as such EEO clauses
contained at 41 CFR Section 60-1.4, 60-250.4 and 60-741.4, are incorporated and
made a part hereof by reference.
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In the performance of its functions and activities, ITS shall
not discriminate on the basis of handicap, consistent with the Air Carrier
Access Act of 1986 and the regulations of the Department of Transportation set
forth in 14 CFR Part 382.
SECTION 7 - XXXXXXX'X COMPENSATION OR EMPLOYER'S LIABILITY INSURANCE
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The employees of ITS engaged in performing the services
furnished hereunder shall be the employees of ITS for all purposes, and shall
under no circumstances be deemed to be employees of Continental. Each party
assumes full responsibility for any and all liability to its own employees on
account of injury, or death resulting therefrom, sustained in the course of
their employment. Each party, with respect to its own employees, accepts full
and exclusive liability for the payment of Xxxxxxx'x Compensation or employer's
liability insurance premiums with respect to such employees, and for the payment
of all taxes, contributions, or other payments for unemployment compensation or
old age benefits, pensions, or annuities now or hereafter imposed upon employers
by an government or agency thereof having jurisdiction in respect of such
employees measured by the wages, salaries, compensation or other remuneration
paid to such employees, and agrees to make such payments and to make and file
all reports and returns and to do everything necessary to comply with the laws
imposing such taxes, contributions or payments. ITS insurance policies shall be
endorsed to waive all rights of subrogation against Continental and its insurers
except when Continental is negligent and intentionally causes injury to ITS's
employees.
SECTION 8 - INDEMNITY
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ITS agrees to defend, indemnify and hold harmless Continental,
its parent, subsidiaries, and assigns, its officers, employees and agents from
and against any and all claims, losses, liabilities, counsel fees, costs and
expenditures incident thereto incurred by or asserted against Continental as a
result of damage to the property of Continental or others, or personal injuries
to or injuries resulting in death, of any person or persons including directors,
officers, employees and agents of Continental arising out of the negligent acts
or omissions of ITS, its directors, officers, employees or agents in its
performance of services hereunder.
Continental agrees to defend, indemnify and hold harmless ITS,
its officers, employees and agents from and against any and all claims, losses,
liabilities, counsel fees, costs and expenditures incident thereto incurred by
or asserted against ITS as a result of damage to the property of ITS or others,
or personal injuries to or injuries resulting in death, of any person or persons
including directors, officers, employees and agents of ITS arising out of the
negligence or willful misconduct of Continental, its directors. officers.
employees or agents in its performance of services hereunder.
The parties further agree that ITS's duty to indemnify will
not extend to cover claims arising from or in connection with the installation,
design, placement, maintenance and operation of equipment provided to ITS by
Continental, provided that such equipment is used by ITS in a proper and
reasonable manner.
SECTION 9 - INSURANCE
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ITS shall at its own cost and expense procure and maintain in
full force and effect during the term of this Agreement policies of insurance of
the types and in the minimum amounts stated below with responsible insurance
companies acceptable to Continental, covering the operations of ITS pursuant to
the Agreement. It is further understood that all policies of insurance provided
by ITS shall be primary as remedy for claims resulting from this Agreement.
TYPE OF INSURANCE MINIMUM COVERAGE
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Comprehensive General Liability A total combined single limit of
primary and excess coverage in
the amount of Ten Million
($10,000,000) Dollars for each
and every loss overall.
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Automobile Liability A total combined single limit of
(Both owned and Hired) primary and excess coverage in
the amount of Ten Million
($10,000,000) Dollars for each
and every loss overall.
Worker's Compensation Statutory limits $500,000
Employer's Liability
ITS will provide Continental with Certificates of Insurance,
evidencing all of the above coverages, including all special requirements,
specifically noted, prior to commencement of the service under this Agreement
and further shall provide Continental with Certificates of Insurance evidencing
renewal, substitution or change of such insurance 30 days prior to such.
Certificates of Insurance shall be appropriately endorsed as follows:
a. to waive any rights of subrogation against Continental, its
directors, officers, its agents or employees and to their authorized
representatives, except for negligence and/or willful misconduct.
b. to provide, that, in respect of Continental, such insurance
shall not be invalidated by any action or inaction of Continental or other
person, other than Continental, and shall insure the interest of Continental
regardless of any breach or violation by M or any other person, other than
Continental of any warranties, declarations or conditions contained in such
policies.
c. to provide that any cancellation, reduction, lapse or
other, adverse change in such policy shall not be effective as to Continental
until the expiration of thirty (30) days after written notice is sent by
registered mail to Continental of such action.
d. to provide that such insurance is primary without right of
contribution from Continental's insurance.
e. to provide that Continental is not obligated for the
payment of any premiums, deductibles, retention or self-insurance thereunder.
f. to provide that all of the provisions thereof except the
limits of liability under the policy, shall operate in the same limits of
liability under the policy covering each insured.
g. to provide that Continental is an additional insured under
the general liability and automobile liability policies except for gross
negligence or willful misconduct; and to provide contractual liability coverage
for assumed liability under the terms of this agreement.
h. Continental shall have full, complete and immediate access
to all investigative processes and information regarding any incident giving
rise to actual or potential injury, loss or damage.
Simultaneously with the execution and delivery of this
Agreement and upon each policy renewal, ITS shall provide Continental with
certificates of its insurance evidencing the coverage and endorsements set forth
above.
Continental shall be entitled to certified copies of any and
all insurance policies at its discretion. Certificates of insurance should be
furnished to Continental's Risk Management Department at the address listed in
Section 15 of this Agreement.
In the event that ITS fails to maintain in full force and
effect any of the insurance and endorsements described in this insurance
section, Continental shall have the right (but not the obligation) to terminate
this agreement immediately or to procure and maintain such insurance or any part
thereof at ITS' cost. The cost of such insurance shall be payable by ITS to
Continental upon demand by Continental. 'Me procurement of such insurance or any
part
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thereof by the other party shall not discharge or excuse the defaulting party's
obligation to comply with the provisions of this insurance section.
SECTION 10 - GOVERNING LAW
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THIS AGREEMENT IS MADE WITHIN, SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND SHALL BE GOVERNED BY THE STATE IN WHICH SERVICES ARE
PERFORMED.
SECTION 11 - ASSIGNMENT
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This Agreement and the rights and obligations created
hereunder shall not be assignable or delegable by ITS hereto without the prior
written consent of Continental. However, Continental may assign its rights and
obligations to any affiliated company without the prior written consent of ITS.
SECTION 12 - RIGHT TO AUDIT
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ITS shall at all times keep complete and accurate books,
records and accounts from which may be determined the basis for billing by it of
screening services rendered to Continental at each Airport. Such books, records
and accounts shall be open for inspection, examination, audit and copying by
Continental or its designated representatives at all reasonable times, during
the course of this agreement.
SECTION 13 - MODIFICATION
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Continental and ITS agree that this Agreement may be modified
only in writing and signed by duly authorized representatives of each party.
SECTION 14 - EFFECTIVE DATE, TERMINATION
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This Agreement shall become effective as of October 1, 1990
and shall continue in full force and effect until terminated by either party
upon thirty (30) days advance notice.
However, if there is enacted any law, regulation, ruling, or
any other such mandate of any Government authority having jurisdiction over the
subject matter which alters the hours of service, rates of a pay, working
conditions or costs of performing the service provided hereunder, Continental
agrees that the rates will be subject to renegotiation upon thirty (30) days
advanced written notice, and that the above maximum increase will not apply. In
the event the parties are unable to agree on such rates and charges, this
agreement then may be terminated on thirty (30) days written notice.
Notwithstanding the foregoing, in the event Continental fails
to make payments as set forth in Section 3 of this Agreement and the Exhibit(s)
attached hereto, ITS shall serve written notice upon Continental calling
attention to the particular failure to make timely payment. Continental shall be
given thirty (30) days from the time of receiving such notice to make such
payment If payment is not made, ITS may cancel this Agreement immediately upon
written notice. In the event ITS breaches any term of this agreement,
Continental shall serve upon ITS a written notice calling attention to the
particular breach complained of, and demanding the correction thereof. In the
event ITS fails to correct such breach within twenty-four (24) hours from the
time of receiving such written notice, Continental may cancel this Agreement
immediately upon written notice to ITS and all rights of ITS shall then
terminate.
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SECTION 15 - NOTICES
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Notices given hereunder shall be in writing and shall be
deemed to have been given and delivered when deposited in the United States
mail, certified, registered or express, with postage prepaid and addressed,
if to ITS, at: INTERNATIONAL TOTAL SERVICES, INC.
000 Xxxxxxxx Xxxxx
Xxxxxxxxx, Xxxx 00000
Attn: Legal Department
and if to CONTINENTAL, at: CONTINENTAL AIRLINES, INC.
X.X. Xxx 0000
Xxxxxxx, Xxxxx 00000-0000
Attn: Staff Vice President, Contract Sales & Service
SECTION 16 - ENTIRE AGREEMENT
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This agreement and the exhibits attached hereto constitute the
entire agreement between Continental and ITS, and supersedes all prior
contracts, proposals or communications, either oral or written between the
parties at the locations identified more fully in the Exhibit (s) attached
hereto.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized
as of the day and year first written above.
CONTINENTAL AIRLINES, INC. INTERNATIONAL TOTAL SERVICES, INC.
By:___________________________ By:___________________________________
Name:_________________________ Name:_________________________________
Title:________________________ Title:________________________________
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AMENDMENT TO AGREEMENT
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THIS AMENDMENT, made and entered into as of the 1st day of
January, 1995, by and between International Total Services, Inc., (hereinafter
referred to as Handler) and Continental Airlines, Inc. (hereinafter referred to
as "Carrier").
W I T N E S S E T H:
WHEREAS, Handler and Carrier are parties to a certain
agreement made as of October 1, 1990, (hereinafter referred to as the
"Agreement") pursuant to which Handler provides certain services for carrier at
the location(s) described within the Exhibits here to (hereinafter called
Airports); and
WHEREAS, the parties desire to amend the Agreement in certain
respects;
NOW, THEREFORE, Handler and Carrier hereby agree to add the
following Section Seventeen (17) to the Agreement.
SECTION 17 - PENALTIES
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When Handler is presented with evidence that a skycap
was responsible for a Carrier passenger baggage mishandling,
Handler will pay $25.00 per incident. This is per passenger,
not per bag.
This Amendment shall be effective as of January 1, 1995.
Except as herein amended, the Agreement shall remain unchanged
and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment by their duly authorized representatives as of the day and year first
written above.
CONTINENTAL AIRLINES, INC. INTERNATIONAL TOTAL SERVICES, INC.
By:_____________________________ By:_____________________________________
Name:___________________________ Name:___________________________________
Title:__________________________ Title:__________________________________
