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EXHIBIT 10.27
AGREEMENT BETWEEN
INTERNATIONAL TOTAL SERVICES,INC.
AND
UNITED AIRLINES
FOR PREBOARD SCREENING SERVICES
OMAHA XXXXXX MUNICIPAL AIRPORT
This AGREEMENT, made and entered into as of this ______ day of
____________________, 1994, by and between INTERNATIONAL TOTAL SERVICES, INC.,
(hereinafter called "ITS") and UNITED AIRLINES (hereinafter called "UNITED" ).
WHEREAS, UNITED desires ITS to perform for it certain services
with respect to UNITED'S operation at the location(s) 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 I - SERVICES
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1.1 INSPECTION SERVICES
ITS understands that in order to detect any Passenger who may be
carrying any Dangerous Object onto an aircraft or into the Inspection Area,
UNITED must be able to rely upon ITS and its Inspectors. Therefore, ITS assures
UNITED of properly registered, well-qualified and well-trained Inspectors.
ITS further understands that inasmuch as UNITED places a high priority
on quality service to Passengers, Inspection Services must be conducted in an
efficient and courteous manner. UNITED understands, however, that ITS'S first
and primary duty is to detect any Passenger who may be carrying any Dangerous
Object onto an aircraft or into the Inspection Area.
ITS'S Inspection services shall at all times be conducted in accordance
with FAA Regulations, 14 CFR Parts 108 and 121.538, as amended.
ITS shall ensure that its Inspectors comply with the procedures
outlined by Federal Law.
Upon receipt of a notice from UNITED that an Inspector has engaged in
improper conduct, has failed to perform Inspection Services satisfactorily, or
is in UNITED's opinion unqualified to perform Inspection Services,
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ITS agrees to prohibit within 24 hours of ITS's receipt of the UNITED's
notice such Inspector from performing Inspection Services.
ITS's Inspection Services shall at all times be conducted in
accordance with the Air Carrier Standard Security Program, "ACSSP".
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.
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 UNITED to ITS hereunder, UNITED shall pay to
ITS the premium portion of the overtime incurred by ITS in perfuming 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 UNITED's
authorized representative. All overtime will be for a minimum period in
accordance with ITS's personnel policy and labor contracts, of which UNITED will
be advised prior to execution of this agreement.
Upon UNITED'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. UNITED
shall give ITS not less than four (4) hours advance notice of its request for
additional personnel and UNITED shall, in addition to the other payments to be
made by UNITED 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, UNITED shall pay to ITS the rates and charges
described in the Exhibit(s) applicable thereto; ITS shall render invoices for
such services bimonthly, directly to UNITED. Payment of invoices is due thirty
(30) days from receipt of the invoice by UNITED.
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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 ITS by any governmental authority or agency
thereof having jurisdiction, including, without mediation, 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 ITS for or to UNITED
under or pursuant to this Agreement. However, ITS reserves the right to charge
the costs of any airport fees back to UNITED.
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, ITS shall comply with
such written specifications and procedures as may be furnished to ITS by UNITED
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 arc
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.
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
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INSURANCE
---------
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 UNITED. Each party assumes full
responsibility for any and all
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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 UNITED and its insurers except when UNITED is negligent and
intentionally causes injury to ITS's employee(s).
SECTION 8 - INDEMNITY
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ITS agrees to defend, indemnify and hold harmless UNITED, 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 UNITED as a result of damage to the property of UNITED or others, or
personal injuries to or injuries resulting in death, of any person or persons
including directors, officers, employees and agents of UNITED arising out OF the
negligent acts or omissions of ITS, its directors, officers, employees or agents
in its performance of services hereunder.
UNITED 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 UNITED, 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 UNITED,
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
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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 UNITED, 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.
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.
Workers' Compensation Statutory limits
Employer's Liability $500,000
ITS will provide UNITED 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 UNITED 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 UNITED, 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 UNITED, such insurance
shall not be invalidated by any action or inaction of UNITED or other person,
other than UNITED, and shall insure the interest of UNITED regardless of any
breach or violation by FFS or any other person, other than UNITED, 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 UNITED until
the expiration of thirty (30) days after written notice is sent by registered
mail to UNITED of such action.
d. to provide that such insurance is primary without right of
contribution from UNITED'S insurance.
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e. to provide that UNITED 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 UNITED 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. UNITED 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 UNITED with
certificates of its insurance evidencing the coverage and endorsements set forth
above.
UNITED shall be entitled to certified copies of any and all insurance
policies at its discretion. Certificates of insurance should be furnished to
UNITED'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, UNITED 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 UNITED upon demand by UNITED.
The procurement of such insurance or any part 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 LAWS OF THE STATE OF OHIO.
SECTION 11 - ASSIGNMENT
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This Agreement shall not be assigned by either party without the prior
written consent of the other party. This Agreement shall be binding upon and
inure to the benefit of the parties, their respective successors and assigns.
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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 UNITED at each Airport. Such books, records and accounts
shall be open for inspection, examination, audit and copying by UNITED or its
designated representatives at all reasonable times, during the course of this
agreement.
SECTION 13 - MODIFICATION
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UNITED 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 ________, 19__ and shall
continue in full force and effect for one (1) year unless terminated by either
party upon thirty (30) days advance written 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, UNITED agrees that the rates
will be subject to renegotiation upon thirty (30) days advanced written notice.
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 UNITED 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 UNITED calling attention to the
particular failure to make timely payment. UNITED 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, UNITED 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,
UNITED may cancel this Agreement immediately upon written notice to ITS and all
rights of ITS shall then terminate.
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.
0000 Xxxxxxxx Xxxx
Xxxxxxxxx, Xxxx 00000
Attn: Legal Department
and if to UNITED, at:
UNITED
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SECTION 16 - ENTIRE AGREEMENT
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This agreement and the exhibits attached hereto constitute the entire
agreement between UNITED 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.
SECTION 17 - DRUG TESTING PROGRAM
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As a condition of providing "Safety sensitive" or security related
services, each party hereto shall comply with all applicable Federal Laws, Rules
and Regulations issued pursuant thereto, including without limitation, and to
the extent applicable to this Agreement, the provisions contained within 49 CFR
Part 40 and 14 CFR Parts 12 1, 135, 145 et al, which provisions are incorporated
herein by reference as if set forth in full.
By execution of this Agreement, each party represents and warrants
compliance with the aforementioned regulations and will furnish proof thereof
upon demand.
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.
UNITED AIRLINES INTERNATIONAL TOTAL SERVICES, INC.
By: ___________________ By: ______________________________
Title:_________________ Title:____________________________
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Date:__________________ Date:_____________________________
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