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Exhibit 10.24
AGREEMENT
BETWEEN
INTERNATIONAL TOTAL SERVICES, INC.
AND
CONTINENTAL AIRLINES, INC.
FOR PREBOARD SCREENING SERVICES
This AGREEMENT, made and entered into as of this ____ day of
_______________, 1990, by and between INTERNATIONAL TOTAL SERVICES, INC.,
(hereinafter called "ITS") and CONTINENTAL, AIRLINES, INC. (hereinafter called
"CONTINENTAL").
WHEREAS, Continental desires ITS to perform for it certain services
with respect to Continental'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
--------------------
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,
Continental must be able to rely upon ITS and its Inspectors. Therefore, ITS
assures Continental of properly registered, well-qualified and well-trained
Inspectors.
ITS further understands that inasmuch as Continental places a high
priority on quality service to passengers, Inspection Services must be conducted
in an efficient and courteous manner. Continental 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 Continental that an Inspector has
engaged in improper conduct, has failed to perform Inspection Services
satisfactorily, or is in Continental's opinion unqualified to perform Inspection
Services, ITS agrees to prohibit within 24 hours of ITS's receipt of the
Continental'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
----------------
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 delay 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
-------------------
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
------------------------------------
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 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 ITS 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
------------------------------------
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
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. In furnishing services
hereunder, ITS agrees to observe all applicable requirements of the Federal
Aviation Administration (or any successor thereto 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.
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SECTION 6 - NON-DISCRIMINATION
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 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 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
---------------------
ITS agrees to defend, indemnify and hold harmless Continental, its
parent, subsidiaries and assigns, 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 ['I'S 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
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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
(Both owned and Hired) limit of 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
Employer's Liability $500,000
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 ITS 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.
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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. 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
--------------------------
THIS AGREEMENT IS MADE WITHIN, SHALL BE CONSTRUED IN ACCORDANCE WITH,
AND SHALL BE GOVERNED BY THE LAWS OF THE STATE IN WHICH SERVICES ARE PROVIDED.
SECTION II - ASSIGNMENT
-----------------------
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 expressly reserves authority to assign its
rights and obligations hereunder to any of its subsidiaries or affiliates
without prior written consent from 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
-------------------------
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
----------------------------------------
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 written notice.
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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.
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.
P.0. Xxx 0000
Xxxxxxx, Xxxxx 00000-0000
Attn. Vice President, Properties and
Purchasing
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.
SECTION 17 - DOT/FAA ANTI-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 121, 135, 145 et al, which provisions are incorporated
herein by reference as if set forth in full.
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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.
CONTINENTAL AIRLINES, INC. INTERNATIONAL TOTAL SERVICES, INC.
By:________________________ By:_________________________
Name:______________________ Name:_______________________
Title:_____________________ Title:______________________
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AMENDMENT TO AGREEMENT
----------------------
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 November 11, 1990, (hereinafter referred to as the "Agreement") pursuant
to which Handler provides certain services for Carrier at the location(s)
described within the Exhibit(s) here to (hereinafter called Airports); and
WHEREAS, the parties desire to amend the Agreement in certain
respects;
NOW, THEREFORE, Handler and Carrier hereby agree as follows:
To add the following section eighteen (18) to the agreement.
SECTION 18 - PENALTIES
----------------------
Handler will pay for FAA fines up to $10,000 maximum per incident when
Handler is responsible for the actions at the security checkpoint, provided that
Handler is given information about the incident and has the opportunity to
assist Carrier in the defense of the claim.
This Amendment shall be effective as of January 1, 1995.
Except as herein amended, the Agreement shall remain unchanged and in
full force and affect.
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:______________________
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SCHEDULE B
RATES APPLICABLE TO FAILED AUDITS
IAH - JUNE 1, 1992
EVENT NARROW BODY WIDE BODY SUPER BODY
----- ----------- --------- ----------
MEC $ N/A $ N/A $ N/A
XXX Clean $ 105.24 $ 236.79 $ 394.65
Turn/Through Clean $ 26.37 $ 52.74 $ 79.11
International Turn $ N/A $ 157.86 $ 236.79
Up Graded Turn $ 39.47 $ 157.86 $ 236.79
Carpet:
a) Aisle: $ 11.98 $ 23.95 $ 35.94
b) Complete: $ 23.95 $ 49.70 $ 71.85
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June 20, 1995
Xxxx Xxxxxxx
Contract Sales Specialist
Continental Airlines, Inc.
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000
Re: Amendment to Agreement - SYS
Dear Xx. Xxxxxxx:
Enclosed please find two (2) fully executed copies of the
above-referenced Amendment for your files.
If you should have any questions, please do not hesitate to call.
Very truly yours,
Xxxxx X. Xxxxxx, Esq.
General Counsel
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June 9, 1995
Mr. Xxxxx Xxxxxx
ITS
Crown Centre
0000 Xxxxxxxx Xxxx
Xxxxxxxxx, Xxxx 00000
RE: Amendment to Agreement - SYS
Dear Xx. Xxxxxx:
Enclosed please find three (3) original copies of the above referenced
Agreement between Continental Airlines and I T S. Please review these documents
and, if all is in order, have them executed on behalf of I T S, keep one copy
for your file and return two (2) fully executed originals to my attention.
If you should have any questions or concerns regarding these documents, please
do not hesitate to contact me at (000) 000-0000.
Sincerely,
Continental Airlines, Inc.
Xxxx Xxxxxxx
Contract Sales Specialist
Contract Sales and Service
enclosure
cc: contract file
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