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EXHIBIT 10.28
AGREEMENT FOR AIRPORT
SECURITY AND SCREENING SERVICES
SOUTHWEST AIRLINES CO. (hereinafter "Southwest") and INTERNATIONAL
TOTAL SERVICES, INC. thereinafter "ITS") agree as follows:
1. PURPOSE OF AGREEMENT. ITS shall furnish personnel as appropriate to
provide airport passenger security screening services and related airport
security services in accordance with Federal Aviation Regulations and
Southwest's "Air Carrier Standard Security Program" at ▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (hereinafter "the Airport").
2. TERM. This Agreement shall commence on February 1, 1995 and shall
continue indefinitely unless either party gives the other party advance written
notice of termination at least thirty (30) days prior to the effective
termination date. However, either party reserves the right to terminate this
Agreement immediately upon a material breach of this Agreement by the other
party.
3. STANDARD OF SERVICE. It is expressly understood by ITS that the
above-referenced duties are to be performed to assist Southwest in complying
with Section 108 of the Federal Aviation Regulations or such regulations as may
replace or supersede Section 108 during the term of this Agreement. It is
further expressly understood that Southwest's "Air Carrier Standard Security
Program" required to be filed with the FM pursuant to Section 108 is
incorporated into this Agreement by reference (including amendments) and ITS's
personnel will perform their duties so as to comply with that security program
manual.
4. RATES OF PAY. ITS shall ▇▇▇▇ participating airlines at the specific
rates for the classifications of personnel in accordance with Attachment "A."
The specific rates for classifications of personnel is subject to renegotiation
annually following the first anniversary of this Agreement and each anniversary
thereafter. If there is enacted any law, regulation, ruling or other such
mandate of any authority having jurisdiction over the subject matter of this
Agreement which alters the hours of service, rates of pay, working conditions or
costs of performing the security services provided hereunder, Southwest agrees
that this Agreement will be subject immediately to renegotiation to take into
account these increased/decreased costs.
5. INVOICES. ITS shall invoice Southwest bi-monthly for security
services supplied on a joint-use basis, mailed or delivered to Southwest at
Oakland International Airport, Terminal II, P.O. Box 25, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, to the attention of Southwest's Station Manager. ITS shall
pro-rate joint-use charges according to the local billing formula. The resulting
charges shall be billed on combined reports published to all participants. The
invoice shall include an itemized statement of hours worked, rates charged, and
amounts invoiced to all participating airlines. Payment is due within thirty
(30) days after receipt of invoice, it being understood that Southwest shall
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be required to pay only its pro-rata amount. The pro-rata amount owed by other
participants shall be invoiced to the other participants by ITS. However,
non-timely payment by other participants may result in the exclusion of any
participant from joint billing after fifteen (15) days' notice to all
participants.
Each airline using ITS's services at the Airport may designate a
representative to coordinate the staffing requirements with ITS. Said
representative group shall constitute the "Airline Committee." As a majority
shall rule, the term "majority" shall mean at least a numerical majority of the
airlines which together have paid charges of more than 50% of the total amount
paid by all of the airline participants at the Airport for the three month
period immediately preceding the current billing period.
6. EMPLOYEES. Security personnel are employees of ITS, an independent
contractor. ITS will exercise complete control over employee conduct and will
pay all wages and all applicable federal social security taxes, unemployment
taxes and any similar taxes. All employees furnished by ITS under this Agreement
shall be competent and properly trained as required to perform their assigned
jobs, properly attired, and shall perform their duties in a safe, courteous and
professional manner in accordance with FM regulations and Southwest's "Air
Carrier Standard Security Program."
ITS shall provide all employees with all necessary initial and
recurrent training as required by the FM or Southwest. Complete training and
personnel records will be maintained by ITS. Southwest will have access to those
records for inspection and review upon reasonable notice. ITS shall be
responsible for direct supervision of all employees. ITS's supervisors must be
available at reasonable times to consult with Southwest management. Southwest
expressly reserves the right to consult with ITS on the number of employees
hired, the hours worked, and overtime or holiday work schedules. ITS warrants
that it shall make every reasonable effort to comply with Attachment "B" of this
Agreement.
7. REMOVAL OF PERSONNEL. ITS agrees that upon request by Southwest, ITS
will 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.
8. ADJUSTMENT OF HOURS. ITS agrees that Southwest shall have the right
at any time to adjust the hours of service upon reasonable notice to ITS, and
any change in the hours shall be confirmed in writing within forty-eight (48)
hours.
9. INSURANCE. ITS agrees to furnish and keep in full force the
following insurance during the term of this contract:
A. WORKER'S COMPENSATION INSURANCE covering all persons employed by ITS
engaged in the performance of the work hereunder, in amounts as
required by applicable law;
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B. COMPREHENSIVE GENERAL LIABILITY COVERAGE including bodily injury,
property damage and personal injury (which coverage shall include,
but will not to be limited to: false arrest, detention,
imprisonment, assault, battery, malicious prosecution, libel,
slander, defamation of character, violation of right of privacy, and
property damage, including, but not limited to, loss of articles
from hand-carried items inspected by ITS's personnel) with the
following limits:
(1) Personal Injury - $500,000/Person
$1,000,000/Occurrence
(2) Property Damage - $500,000/Person
$1,000,000/Occurrence
(3) Excess Limits - up to $5,000,000 on
both personal injury
and property damage
C. BLANKET FIDELITY BOND COVERAGE on ITS's personnel.
ITS shall furnish Southwest, not less than five (5) days prior to the
commencement of this Agreement, proof of such insurance and shall notify
Southwest immediately if any insurance coverage is canceled, deleted or reduced.
10. INDEMNIFICATION. ITS agrees to indemnify and hold harmless
Southwest, its directors, officers, agents and employees, from and against all
liabilities, demands, suits or judgments, including attorneys 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 destruction to property,
including the property of Southwest, ITS, and third persons, arising out of the
negligence or willful misconduct of ITS, its directors, officers, agents or
employees acting within the scope of their employment.
ITS 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 ITS, its directors, officers, agents or
employees acting within the scope of their employment.
11. ENTIRE AGREEMENT, AMENDMENTS. This Agreement supersedes all
previous agreements, oral or written, between ITS and Southwest, and represents
the whole and entire agreement between the parties. Any agreements previously
made remain intact to the date of this Agreement and there is no waiver of
provisions of previous agreements. Amendments may be by written attachment.
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12. ASSIGNMENT. This Agreement is not assignable by either party
without the prior written consent of the other party. Any attempt to do so shall
render this Agreement null and void.
13. SUSPENSION OF AGREEMENT. ITS agrees that in the event Southwest's
flight operations are halted or substantially decreased at the Airport by reason
of strike, labor dispute, picketing, act of God, or other cause beyond the
control of Southwest, this Agreement may be suspended at that Airport upon
twenty-four (24) hours' notice to ITS.
14. 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;
ITS: INTERNATIONAL TOTAL SERVICES, INC.
CROWN CENTRE
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
ATTN: GENERAL COUNSEL
SOUTHWEST: SOUTHWEST AIRLINES CO.
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
ATTN: VICE PRESIDENT - GROUND
OPERATIONS
15. COMPLIANCE WITH LEGAL REQUIREMENTS. ITS shall secure all required
permits, licenses, certificates, approvals, and inspections necessary to perform
the services under this Agreement.
ITS and Southwest agree to comply with all applicable federal, state,
county and local laws, ordinances, regulations and codes, including the Civil
Rights ▇▇▇ ▇▇▇▇, 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.
ITS agrees that in providing security services to Southwest's
passengers, it will not discriminate on the basis of handicap, consistent with
the Air Carrier Access Act of 1986 and implementing regulations of the
Department of Transportation at 14 CFR Part 382. ITS also agrees to comply with
directives issued by Southwest's Complaints Resolution Officials (CRO's)
pursuant to 14 CFR Section 382.65, as those directives relate to services
provided to handicapped passengers. ITS further agrees to provide training to
ITS's personnel concerning travel by handicapped persons in
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accordance with 14 CFR 382.61(a)(6). ITS agrees and acknowledges that compliance
with its obligations under 14 CFR Part 382 is a material term of this Agreement.
ITS shall conduct adequate background investigations of all its
employees hired after November 1, 1985 who have unescorted access to any area on
the Airport controlled for security reasons. Adequate background checks will
include, at a minimum and to the extent permitted by law, verification of prior
employment in the preceding five years.
16. 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 to a limitation of any duties, obligations, right and remedies
otherwise imposed or available by law.
No action or failure to act by ITS 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.
17. 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 ITS and
Southwest shall be construed and enforced accordingly.
18. THIRD PARTNER 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.
19. GOVERNING LAW. This Agreement shall be construed under the laws of
the State of Texas regardless of conflict of laws rules.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives on the dates provided below.
Agreed and Accepted By:
INT'L TOTAL SERVICES, INC. SOUTHWEST AIRLINES CO.
By:________________________ By:____________________
Name:______________________ Name:__________________
Print Name Print Name
Title:_____________________ Title:__________________
Date:______________________ Date:___________________
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