1
EXHIBIT 10.11
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILLED SEPARATELY WITH THE COMMISSION
[UNITED AIRLINES LOGO]
UNITED CONTRACT
133615
AGREEMENT
AGREEMENT, entered into as of November 16, 1996 by and between
▇▇▇▇▇▇▇▇▇▇▇ SECURITY, INC., a Georgia corporation with its principal office in
the City Of Atlanta, Georgia ("Vendor") and UNITED AIR LINES, INC., a Delaware
corporation with its principal office in the Township of Elk Grove, State of
Illinois ("United").
WITNESSETH:
WHEREAS United wishes for Vendor to provide certain airline related
services to United; and
WHEREAS, Vendor wishes to provide such services to United;
NOW, THEREFORE, in consideration of the mutual covenants set forth
herein, vendor and United agree as follows:
1. Related Agreements. Vendor and United will execute the following
agreements, hereinafter referred, to as the "Related Agreements, "Concurrently
herewith:
A. an agreement in the form attached hereto as Exhibit A by which
Vendor will Provide security services to United at San Francisco
International Airport "Security Services Agreement"; and
B. an agreement in the form attached hereto as Exhibit B by which
Vendor will provide skycap services to United at San Francisco
International Airport ("Skycap Services Agreement"), and
C. an agreement in the form attached hereto as Exhibit C by which
Vendor will provide certain terminal services to United at San
Francisco International Airport ("Services Agreement"),
- 1 -
2
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILLED SEPARATELY WITH THE COMMISSION
2. Consideration, The consideration applicable to each of the
transactions set forth in Paragraph 1 above and each of the applicable Related
Agreements is as set forth in each of the Related Agreements.
3. Entire Agreement. This Agreement and the Related Agreements
constitute the entire agreement and understanding of the parties on the subject
matter hereof and, as of the date first above written, supersede all prior
representations or agreement whether oral or written between the patios
regarding the subject matter of this Agreement. This Agreement and the Related
agreements shall not be modified except by written agreement dated even herewith
or subsequent hereto signed on behalf of Vendor and United by their respective
duly authorized representatives.
4. Governing Law. This Agreement, including any actions in tort or
contract, will be governed by and construed in accordance with the laws of the
State of Illinois, without giving effect to conflict of laws principles which
might refer such interpretation to the laws of a different state or
jurisdiction.
WHEREFORE, the parties, by their authorized representatives, have
executed this Agreement as of the day and year first above written.
▇▇▇▇▇▇▇▇▇▇▇ SECURITY, INC, UNITED AIRLINES, INC,
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------- ---------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President and
Title: President and COO Title: Chief Financial Officer
------------------------- -----------------------------
-2-
3
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILLED SEPARATELY WITH THE COMMISSION
UNITED AIRLINES [LOGO]
EXHIBIT A
SECURITY SERVICES
AGREEMENT
UNITED CONTRACT 133615
SECURITY AGREEMENT, effective the 16th day of November, 1996 by and between
UNITED AIRLINES, INC., a Delaware corporation ("United") with offices at ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇▇▇▇▇▇
Security, Inc., an airport security business with offices at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ("Vendor").
1. Airport(s): The airport location(s) governed by this Security Services
Agreement is defined as
SAN FRANCISCO INTERNATIONAL AIRPORT, SAN FRANCISCO, CALIFORNIA
The above will be referred to in this Agreement as the "Airport."
2. Security Services: Vendor will provide airport security services to United at
the Airport, including as directed by United concourse or gate x-ray/table,
international bag x-ray and hand search. These services are hereafter referred
to as "Security Services." United and Vendor will cooperate to ensure that
adequate security supervisory presence is provided at Airport security points.
United may adjust staffing or position headcount levels to meet reasonably
anticipated passenger flows.
3. Term: This Agreement will commence on November 16, 1996 (hereafter "Effective
Date") and will continue until terminated for convenience by either party on 30
days prior written notice. Any obligations that survive such termination will
continue thereafter in full force and effect If for any reason United's flight
operations at the Airport are halted or substantially decreased, then United may
by 24 hours prior written notice to Vendor suspend this Agreement for the length
of the suspension.
4. Indemnification: Vendor shall defend, indemnify and hold harmless United,
its directors, officers, employees and agents (collectively "Indemnitee") from
and against any and all liabilities, claims, demands, suits, causes of action,
losses, penalties, fines, expenses or damages, including, but not limited to,
attorneys' fees and court costs (including but not limited to attorneys' fees
incurred by Indemnitee in establishing its right to indemnification hereunder),
(collectively "Claims") for personal injury or bodily injury or death to any
person whomsoever, other than an employee of United, and for damage to any
property whatsoever, in any manner arising out of or in any way connected with
the acts or omissions of Vendor related to any services furnished, or to be
furnished, by Vendor hereunder, except to the extent any Claim results from any
negligent act of Indemnitee.
- 1 -
4
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILLED SEPARATELY WITH THE COMMISSION
5. Insurance: Vendor at its expense will obtain and maintain in full force and
effect under terms satisfactory to United policies of insurance in the following
types and minimum amounts:
DESCRIPTION MINIMUM LIABILITY
A. Comprehensive General Liability, including personal injury, contractual
completed operations, independent Vendor, and products hazards:
$10 MILLION COMBINED SINGLE LIMIT EACH OCCURRENCE
B. Workers compensation as required by law. Such insurance coverage as
described in "A" above will be endorsed to name United as an additional insured
to the extent of the contractual obligations assumed by Vendor under this
Agreement. Certificates evidencing such insurance will be provided to United
prior to or upon execution of this Agreement, will contain appropriate cross
liability clauses and will provide that United will be given at least thirty
(30) days advance written notice in the event of cancellation, termination, or
material modification of the coverage.
6. Consequential Damages: EXCEPT AS PROVIDED UNDER INDEMNIFICATION, ABOVE,
NEITHER PARTY WILL BE LIABLE FOR, AND EACH PARTY WAIVES AND RELEASES ANY CLAIMS
AGAINST THE OTHER PARTY FOR, ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES,
INCLUDING, WITHOUT LIMITATION, LOST REVENUES, LOST PROFIT, OR LOSS OF
PROSPECTIVE ECONOMIC ADVANTAGE, RESULTING FROM ANY PERFORMANCE OR FAILURE TO
PERFORM UNDER THIS AGREEMENT.
7. Charges: A. Hourly rates and charges for Security Services provided by
Vendor to United at the Airport are defined below.
POSITION STRAIGHT TIME WPM/HOLIDAYS (6)
-------- ------------- ----------------
10/16/96-08/31/97
PBS/Exit Guard $XXXXX/Hr $XXXXX
CSS $XXXXX/Hr $XXXXX
PBS/CTX $XXXXX/Hr $XXXXX
CTX Supv $XXXXX/Hr $XXXXX
Screening Shift Supv $XXXXX/Hr $XXXXX
Guard $XXXXX/Hr $XXXXX
Effective 09/01/97
PBS/Exit Guard $XXXXX $XXXXX
CSS $XXXXX $XXXXX
PBS/CTX $XXXXX $XXXXX
CTX Supv $XXXXX $XXXXX
Screening Shift Supv $XXXXX $XXXXX
Guard $XXXXX $XXXXX
-2-
5
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILLED SEPARATELY WITH THE COMMISSION
Holidays Include: New Years Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day.
Overtime must be approved by United in advance of being incurred. In order to
cover irregular operations, overtime will, be mandatory. United Airlines can
have work schedules changed up to 72 hours (3 days) prior to the needed change
without being charged overtime. Such rates and charges will be firm for the
above-stated dates. Thereafter, either party may request a price review by
written notice to the other party, which review will be conducted within 30 days
after such notice. Failing agreement, either party may terminate the Security
Agreement upon 60 days written notice, to allow the parties time to make
alternate arrangements.
B. The prices in this Agreement will be subject to renegotiation if any law,
regulation, or ruling of any governmental authority having jurisdiction over the
subject matter is enacted that alters the costs of performing the Security
Services under this Agreement.
C. Vendor will undertake that United will not be commercially disadvantaged
regarding Vendor's service/pricing arrangements under this Agreement as compared
against the service/pricing arrangements offered by Vendor to any competitor of
United that Vendor may service in a reasonably similar manner at any Airport.
Vendor represents and warrants that the hourly rates, fees, prices, terms, and
conditions (collectively "Prices") for personnel, overtime, supervision,
training, and other charges (collectively "Security Services") under this
Agreement are at least as low as the Prices provided to other customers by
Vendor for comparable Security Services at the Airport or at any comparable
airport. If Vendor offers or grants to another customer a Price for any
Security Service that is lower than the Price paid by United for a substantially
similar Security Service, then Vendor immediately will offer such lower Price to
United.
8. Settlement: Vendor will invoice United semi-monthly, in accordance with
the prices set forth above, which invoice will provide reasonable detail
regarding services provided, including a statement of hours worked per position
and rates charged. Security employees must sign in for work on a United
provided sign-in log. The cost of Vendor senior management personnel will be
allocated to United only with United's prior consent. United will pay Vendor
upon receipt of and in accordance with Vendor's invoices. United will pay such
invoices within 30 days of date of invoice.
9. Taxes: United will pay any sales, use, or personal property taxes imposed
by any taxing authority and required to be paid by United or Vendor as a result
of services provided to United under this Agreement. United will not be liable
for any tax levied upon or measured by the income of Vendor,
10. FAA Violations Fines: Fines levied against the airlines by the FAA for
security violations shall be recovered from Vendor if violation is attributed
to Vendor deficiencies and/or negligence. These shall include, but not be
limited to, checkpoint personnel errors, inadequate training, manpower
shortages, noncompliance with government regulations, etc. Vendor's liability
for any civil penalty assessed as a result of an FAA test failure shall be full
payment for fines arising out of any one occurrence. Payment will be due 30
days from notification by United Airlines after resolution of fine amount
between United and the FAA.
-3-
6
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILLED SEPARATELY WITH THE COMMISSION
11. Standard of Services: Vendor will adhere strictly to the standards
specified by United. Vendor will use all reasonable efforts to maintain
standards for Security Services provided by Vendor under this Agreement that
meet all relevant legislation and regulations, including without limitation the
Federal Aviation Administration Air Carrier Standard Security Program and State
of Illinois regulations. United may at its cost provide representatives who may
inspect the provision of Security Services under this Agreement and provide
advice and direction to Vendor.
12. Reports/Records: A. Vendor will maintain such books, records, and accounts
as United reasonably requires relating to the Services provided by Vendor under
this Agreement Vendor will maintain records documenting "dangerous goods"
employee training. Vendor also will maintain a complete record of all daily
employee sign-in registers listing each employee by name, date, and hours worked
for all employees and hours for which United is billed under this Agreement.
Each sign-in register will be acknowledged and verified by a Vendor supervisor.
On a regular basis as specified by United's designated manager, Vendor will
provide to United a complete copy of all such daily registers.
B. To the extent that Vendor is required by law or by any regulatory
authority to maintain record of background investigations, training, or other
qualification or certification of employees or agents of Vendor performing
services under this Agreement, upon expiration or termination of this Agreement
for any reason, Vendor will make available to United all such records, or
certified copies thereof. All training records are the property of United
Airlines and shall remain on United Airlines' property.
13. Personal Services: Vendor will not subcontract or delegate to any third
party any of Vendor's duties or responsibilities under this Security Agreement
without the prior written consent of United. Any approved delegation or
sub-contracting will not relieve Vendor of its responsibilities under this
Agreement and Vendor will remain fully liable for all performance hereunder,
14. United Equipment. United will provide any required x-ray machines, and
magnetometers. Vendor will ensure that the Equipment is operated only by
employees trained to do so. United retains all rights, title, and interest in
and to the Equipment. Risk of loss of the Equipment passes to Vendor upon
possession; Vendor's insurance coverage required under this Agreement will be
with respect to any loss of or damage to the Equipment so long as such
Equipment is in the possession and control of Vendor. Vendor is responsible
for customer belongings going through x-ray. Vendor will reimburse customer for
destruction and/or loss/theft of any personal property. Vendor will provide
dosimeter badges, I.D. badges, and handwands. Radios will also be provided by
Vendor at all exits and remote areas. It is the Contractor's responsibility to
make sure that all employees have a current badge.
15. Employees; Attire: A. Vendor's employees and agents will at all times be
employees or agents of Vendor and not of United and will not represent
themselves as employees or agents of United. Vendor will comply with all
workers compensation, employers liability, and other regulations and will make
all reports and remit all withholdings or other payroll deductions as required
by law, Vendor will exercise full and complete authority over its personnel with
sole authority to hire and discharge. United may request that any supervisor or
manager at a particular Airport be re-assigned to non-United duties.
-4-
7
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILLED SEPARATELY WITH THE COMMISSION
B. Vendor will require its employees to be attired in appropriate attire
reasonably acceptable to United and to carry appropriate badges or other means
of identification, while working in the area of the Airport, so as to be
clearly recognizable as employees of Vendor. Vendor will ensure that while on
duty all employees are neat in appearance with clean, pressed uniforms and
shined shoes. Uniforms to include the following:
Jackets
Required to wear the dress uniform jacket at all times in combination
with other components.
Trousers
Are cuffless and may not flare at the hem. Length should touch the top
of the shoe in front with no break; and taper to one inch from the
floor in the back.
Name Pin
First name and last name are required on the name pin. The name pin
will be worn on breast pocket of the jacket.
Shirts
The shirt must be worn with a closed collar. Cuffs may not be rolled
under or over the jacket sleeve. Long or short-sleeve shirts may not
be rolled up.
Ties
Must be worn under the collar at all times by both male and female
employees. The collar must lie flat and not be turn up.
Shoe and boots
Must be black. If crepe soles, they must match the color of the
leather. Dress boots must be low enough as to not cause the trouser
leg to stick out.
Jewelry
Must remain professional looking, conservative, business-like and
appropriate in size and number so as not to present a safety hazard.
Hair
Males - Styles may vary in length and cut; but a clean, combed, and
neatly trimmed look is required. Mustaches must be fully grown,
neatly trimmed and may not extend below the ▇▇▇▇▇ of the mouth. Hair
must be of a natural color that exhibits a professional image.
Females - Styles may vary in length and cut but a clean, combed and
neatly trimmed look is required. Hair exceeding seven inches in
length must be totally secured at the nape of the neck. All hair
fasteners and ornaments must be compatible with the uniform's
professional look. Visible rubber or elastic bands, hair pins or
▇▇▇▇▇ pins, leather or wooden hair accessories and hair nets are not
permitted. Hair must be of a natural color that exhibits a
professional image.
C. Vendor shall have a drug and alcohol testing program which complies
with Federal Aviation Regulations (Part 121, Appendix I) for its employees who
perform aviation security or screening duties under this Agreement. Vendor
shall allow United to review its program and any related records applicable to
Vendor's employees providing service to United under this Agreement. Vendor
shall also have an alcohol testing program which complies with Federal Aviation
Regulations for its employees who Perform aviation security or screening duties
under this Agreement.
-5-
8
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILLED SEPARATELY WITH THE COMMISSION
16. Employment and Background Investigations: The minimum age for a screening
employee will be eighteen (18) years of age. Vendor will conduct background
investigations of each of its employees who will have access to any secure or
restricted area of the Airport. Background investigations will include, at a
minimum, verification of prior employment (ten years where available, shorter
periods as applicable for those entering the workforce from school) to the
extent permitted by law. Each background investigation will be reduced to
writing and will be verified by Vendor as having been completed upon request by
United, or by applicable governmental authority, upon reasonable notice. United
reserves the right to verify independently the results of any investigation, and
to terminate this Agreement without further notice upon discovery of a
materially inaccurate investigation.
17. Compliance with Rules: Vendor will obtain any and all permits or
authorizations necessary to perform Services to United under this Agreement.
Vendor's use of the Airport is subject to any rules and regulations of the
Airport Authority. Vendor will observe and obey all such rules and regulations
and any other laws, ordinances, statutes and orders of any governmental
authority exercising jurisdiction at the Airport or over Vendor's conduct of its
security business.
18. Force Majeure: Neither party will be responsible for delays in or suspension
of performance caused by acts of God or governmental authority, strikes or labor
disputes, fires or other loss of manufacturing facilities, breach by suppliers
of supply agreements, or other similar or dissimilar cause beyond the reasonable
control of that party.
19. Publicity: Vendor may refer to United as a customer reference in non-public
business dealings with potential customers and financial concerns. Neither party
will refer to this agreement or use the name of the other party in any form of
publicity or advertising, either directly or indirectly, without the prior
written consent of the other party. Vendor will not use any United trade name
or service marks, including the names "United Air Lines, Inc.," "United
Airlines," "United" or United's logotype, without first obtaining United's prior
written approval of such use. No employee shall have any discussion with media
or others regarding United Air Lines process and/or procedures of security.
20. Unauthorized Payments: A. In connection with any performance under this
Agreement, neither Vendor, nor any officer, employee, or agent of Vendor, will
make any payment, or offer, promise or authorize any payment, of any money or
other article of value, to any official, employee, or representative of United,
or to any person or entity doing business with United, in order either to obtain
or to retain United's business, or to direct United's business to a third party,
or to influence any act or decision of any employee or representative of United
to perform or to fail to perform his or her duties, or to enlist the aid of any
third party to do any of the foregoing,
B. In connection with any performance under this Agreement, neither Vendor, nor
any officer, employee, or agent of Vendor, will solicit or receive any amount of
cash or negotiable paper, or any item, service or favor of value from any
present or prospective supplier, vendor or customer of United, or from anyone
else with whom United does business, including any governmental official or
representative, for or in connection with the obtaining or retaining any
business of or with United. Vendor will refuse to accept all such gifts and, if
received, will return such gifts to the donor. In all such cases Vendor will
notify United promptly of such gift or offer thereof. If United deems it
necessary, Vendor will turn over such gifts to United for further handling.
-6-
9
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILLED SEPARATELY WITH THE COMMISSION
21. Non-discrimination: A. In performing under this Services Agreement, Vendor
will comply with all applicable requirements, orders, and regulations of the
Federal Government pertaining to non-discrimination in employment and facilities
including, without limitation, the provisions contained in Paragraphs 1 through
7 of Part II, Non-discrimination in Employment by Government Contractors and
Subcontractors, of Executive Order 11246 (as amended by Executive Order 11375),
and Certification of Nonsegregated facilities (41 CFR Chap. 1, Section n 1-12,
803, 10), all of which provisions are incorporated herein by reference and
expressly made a part of this Services Agreement. Vendor also will comply with
all applicable state and local laws regarding non-discrimination in employment
and facilities.
B. In accordance with the Air Carrier Access Act of 1986 and pursuant to 14
C.F.R. Section 382, Vendor will not discriminate on the basis of handicap in
providing services under this Agreement. Vendor will ensure that its employees
comply with the directives of United's Complaint Resolution Officials issued in
accordance with 14 C.F.R. Section 382 in the provision of any services on
behalf of United under this Agreement.
22. Termination: A. If either party (the "Defaulting Party") fails to perform
any of its duties or obligations under this Agreement, and that failure
continues for thirty (30) days after written notice of such default from the
other party, then the other party may terminate this Agreement at any time
thereafter, effective immediately upon written notice of termination to the
Defaulting Party, without prejudice to any other rights or remedies the other
party may have.
B. United may terminate this Agreement on five days prior written notice for
any station where Vendor's security operating certificate or authorization is
revoked, suspended, or materially reduced in scope by the FAA or local aviation
authority or where Vendor otherwise becomes unable to provide Security Services
under this Agreement.
C. If either party (the "Defaulting Party") becomes insolvent; if the other
party (the "Insecure Party") has evidence that the Defaulting Party is not
paying its bills when due without just cause; if the Defaulting Party takes any
step leading to its cessation as a going concern; or if the Defaulting Party
either ceases or suspends operations for reasons other than a strike, then the
Insecure Party may immediately terminate this Agreement, and repossess any or
all of its equipment and materials in the Defaulting Party's possession, on
notice to the Defaulting Party unless the Defaulting Party immediately gives
adequate assurance of the future performance of this Agreement, on terms and
conditions acceptable to the Insecure Party.
D. If liquidation, winding up, or bankruptcy proceedings are commenced with
respect to either party (the "Bankrupt") and if this Agreement has not otherwise
terminated, then the other party the "Other Party") may suspend all further
performance of this Agreement until the Bankrupt assumes or rejects this
Agreement. Any such suspension of further performance by the Other Party pending
the Bankrupt's assumption or rejection will not be a breach of this Agreement
and will not affect the Other Party's right to pursue or enforce any of its
rights under this Agreement or otherwise.
E. Exercise by either party of its right to terminate under any provision of
this Agreement will not affect or impair its right to enforce its other rights
or remedies under this Agreement. All obligations of each party that have
accrued before termination or that are of a continuing nature will survive
termination.
-7-
10
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILLED SEPARATELY WITH THE COMMISSION
23. General: This Agreement may be amended only by written agreement of the
parties executed by their authorized representatives. United may assign this
Agreement to a parent or affiliate. This Agreement may not be otherwise assigned
in whole or in part, and any such assignment will be void and of no force or
effect. Vendor will not subcontract any part of the services to be performed
under this Agreement without the prior written consent of United. This Agreement
will not create any right in or obligation to any third party. No waiver by
either party of any default or breach by the other party will operate as or be
deemed a waiver of any subsequent default or breach. This Agreement will be
construed in accordance with and governed by the internal laws of the State of
Illinois, U.S.A.
24. Notices: Notices under the terms of this Agreement will be in writing and
sent by prepaid certified mail, return receipt requested, or by telecopy or
facsimile, to the following addresses:
To United: United Airlines To Vendor: ▇▇▇▇▇▇▇▇▇▇▇ Security, Inc.
DEPT, WHQPL ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 30344
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ATTN: ▇▇▇▇▇▇ ▇▇▇▇▇▇
ATTN: Contract Services President
Notices will be effective on the first business day following receipt thereof.
Notices sent by certified mail will be deemed received on the date of delivery
as indicated on the return receipt; notices sent by telecopy or facsimile will
be deemed received on the date transmitted.
25. Entirety of Agreement: This Agreement supersedes all prior oral or written
representations, communications, or agreements between the parties regarding the
subject matter of this Agreement and, together with its exhibits and
attachments, constitutes the entire understanding of the parties, regarding the
subject matter of this Agreement.
THEREFORE, the parties by their authorized representatives have executed this
Agreement effective on the date first provided above.
UNITED AIRLINES, INC. ▇▇▇▇▇▇▇▇▇▇▇ Security, Inc
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------- ------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President and COO
------------------------- ---------------------
Senior Vice President and
Chief Financial Officer
-8-
11
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILLED SEPARATELY WITH THE COMMISSION
UNITED AIRLINES
EXHIBIT B
SKYCAP SERVICES AGREEMENT
133615
SKYCAP SERVICES AGREEMENT, effective the 16th day of November 1996, by and
between UNITED AIR LINES, INC., a Delaware corporation ("United") with offices
at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and
▇▇▇▇▇▇▇▇▇▇▇ Security, Inc., with offices at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇ ("Vendor").
1. Airport(s): The airport location(s) governed by this Skycap Agreement
is defined as
SAN FRANCISCO INTERNATIONAL AIRPORT, SAN FRANCISCO, CALIFORNIA
The above will be referred to in this Agreement as the "Airport."
2. TERM: This Agreement will commence on November 16, 1996 (hereafter
"Effective Date") and will continue until terminated for convenience by either
party on 30 days prior written notice. Any obligations that survive such
termination will continue thereafter in full force and effect. If for any
reason United's flight operations at the Airport are halted or substantially
decreased, then United may by 24 hours prior written notice to Vendor suspend
this Agreement for the length of the suspension.
3. DESCRIPTION OF SERVICES:
A. In a positive and friendly manner meets and greets customers to carry
or otherwise transport baggage to and from autos, buses, and outside
sidewalk or main entrance to customer area.
Reads tickets discerning differences between domestic and
international travel.
Accepts and routes customer's baggage to destination, including
preparing and attaching bag tags and claim checks, and assists in the
carrying, transporting of oversized baggage, skis and kennels.
Reads and interprets airline guides, schedules and other reference
materials containing baggage and hazardous materials handling
procedures, security regulations and other operational procedures.
Assists in baggage claim areas with customer's baggage sorting,
relocating, securing and storing unclaimed baggage; removing or
straightening baggage on carousels and spill plates; and verifying
customer claim checks.
Meets all safety/security requirements and profiles required by the
FAA and United Airlines including hazardous materials screening.
In a positive and friendly manner verifies customer's final
destination and routing
-1-
12
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILLED SEPARATELY WITH THE COMMISSION
from ticket, removes all straps and hooks from luggage, checks to
ensure customer ID on bag, places bag tag on side of handle, and
verbally confirms the final destination and number of bags checked
with each customer. Will be required to use automated bag tag
printers. Ensures that customers requiring services not available
curbside, i.e., international check-in, excess charges, ticketing,
etc, are directed/assisted to the appropriate United representative.
Vendor will be required to replenish supplies provided by United.
United Airlines will determine staffing of Skycaps.
B. United's transactions consist of the following minimum requirements:
Is alert to and positively approaches the customer.
Greets all customers in a clear and pleasant manner.
Uses the customer's name at least once per transaction.
Gives customer clear and appropriate directions to the next step.
Summarizes transaction clearly and concisely, and thanks customer.
Failure to comply with the standards may result in contract
termination.
C. Duty Supervisors
Vendor will provide on-site duty supervisors for the AM and PM shifts
whose sole function it is to manage the skycap services. Supervisor
function should include training of all personnel (technical and
customer service) as well as to direct the efficient utilization of
manpower.
D. Miscellaneous
In the event of an FAA violation, contacting manager will immediately
notify the Supervisor/Manager of United Airlines by phone. A detailed
written report from the manager and skycap involved must be submitted
within 24 hours of the incident to United Airlines.
E. Preferential Consideration of United Skycaps
Vendor will offer employment to all Skycaps originally employed with
United who in March 1993 initiated ongoing employment with a vendor
performing Skycap services at the location specified and will maintain
their seniority used to establish work assignments, shift assignments,
days off, etc. Vendor will interview these employees and may reject a
current United Skycap only if he fails
-2-
13
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILLED SEPARATELY WITH THE COMMISSION
to meet Vendor minimum qualifications and Vendor provides United's
local General Manager with a satisfactory explanation of the reason(s)
for rejection. Vendor will be required to provide names of the
applicants both accepted and rejected.
Former United Skycaps will have first right of refusal to work in
United's operation at San Francisco.
4. Indemnification: Vendor will defend, indemnify, and hold harmless
United, its officers, employees, and agents (collectively "United") against and
from any and all liability, claims, suits, judgments, losses, damages, or costs
(including reasonable attorneys fees and expenses) by third parties for
injuries to or deaths of persons or loss of or damage to property (including
claims allegedly arising from the negligence of united in connection therewith)
arising out of (i) the provision of any services by Vendor under this Agreement
or (ii) any failure Of supervision, negligence, or willful misconduct of Vendor
under this Agreement, all except to the extent caused by the intentional or
wilful misconduct of United.
5. Insurance: Vendor at its expense will obtained maintain in full force
and effect under terms satisfactory to United policies of insurance in the
following types and minimum amounts:
DESCRIPTION
A. Comprehensive General Liability, including personal injury,
contractual completed operations, independent contractor, and products hazards:
MINIMUM LIABILITY $1 MILLION COMBINED SINGLE LIMIT GENERAL
LIABILITY EACH OCCURRENCE
B. WORKERS COMPENSATION AS REQUIRED BY LAW. Such insurance coverage will
be endorsed to name United as an additional insured to the extent of the
contractual obligations assumed by Vendor under this Agreement. Certificates
evidencing such insurance will be provided to United prior to or upon execution
of this Agreement, will contain appropriate cross liability clauses and waivers
of subrogation, and will provide that United will be given at least thirty (30)
days advance written notice in the event of cancellation, termination, or
material modification of the coverage.
6. Consequential Damages: EXCEPT AS PROVIDED UNDER INDEMNIFICATION,
ABOVE, NEITHER PARTY WILL BE LIABLE FOR, AND EACH PARTY WAIVES AND RELEASES ANY
CLAIMS AGAINST THE OTHER PARTY FOR, ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUES, LOST PROFIT, OR LOSS OF
PROSPECTIVE ECONOMIC ADVANTAGE, RESULTING FROM ANY PERFORMANCE OR FAILURE, To
PERFORM UNDER THIS AGREEMENT.
-3-
14
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILLED SEPARATELY WITH THE COMMISSION
7. Charges: A. Hourly rates and charges for Skycap Services provided by
Vendor to United at the Airport will be as follows:
Position Straight Time Rate OT/Holidays(6)
11/16/96-08/31/97 Skycap $xxxx/Hr $xxxx/Hr
Skycap Lead $xxxx/Hr $xxxx/Hr
Shift Supervisor $xxxx/Hr $xxxx/Hr
----------------------------------------------------------------
EFFECTIVE 09/01/97 Skycap $xxxx/Hr $xxxx/Hr
Skycap Lead $xxxx/Hr $xxxx/Hr
Shift Supervisor $xxxx/Hr $xxxx/Hr
Accepting tips is understood by United as customary compensation for Skycap
Services. Solicitation of tips, however, is prohibited and will result in
employee being removed from United's service.
B. Equipment: United Airlines will provide some initial equipment, including
Two-wheel carts, and Four-wheel carts. If additional equipment is needed,
vendor will provide. Vendor will repair and maintain all equipment, and will
replace equipment at its expense as it becomes necessary. Vendor will report
any damage to the United Airlines podiums used on the curb. Vendor will provide
I.D. badges. It is Vendors responsibility to make sure all employees have a
current badge.
C. No-Mischeck Guarantee: On a monthly basis, Contractor will provide United a
credit per customer occurrence which is defined as follows:
Expenses resulting from Vendor error, i.e. mischecked bags, will be calculated
and documentation will be forwarded from United's local operations office to
Vendor service office. On a monthly basis, Vendor will provide United a $XXX
credit for each customer with mischecked baggage over ten (10) mischecked bags
per month. Skycaps are required to identify their assigned ID number on each
bag tag checked.
Overtime must be approved in writing by United in advance of being incurred.
Either party may request a price review by written notice to the other party,
which review will be conducted within 30 days after such notice. Failing
agreement, either party may terminate the Skycap Agreement upon 60 days written
notice, to allow the parties time to make alternate arrangements.
B. The prices in the Amendment will be subject to renegotiation if any law,
regulations or ruling of any governmental authority having jurisdiction over
the subject matter is enacted that alters the costs of performing the Skycap
Services under this Agreement.
C. Vendor will undertake that United will not be commercially disadvantaged
regarding Vendor's service/pricing arrangements under this Agreement as
compared against the service/pricing arrangements offered by Vendor to any
competitor of United that Vendor may service in a reasonably similar manner at
any Airport. Vendor represents and warrants that the hourly rates, fees,
prices, terms, and conditions (collectively "Prices") for personnel, overtime,
supervision, training, and other charges (collectively "Skycap Services") under
this Agreement are at least as low as the Prices provided to other customers by
Vendor for comparable Skycap Services at the Airport or at any comparable
-4-
15
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILLED SEPARATELY WITH THE COMMISSION
airport. If Vendor offers or grants to another customer a Price for any Skycap
Service that is lower than the Price paid by United for a substantially similar
Skycap Service, then Vendor immediately will offer such lower Price to United.
8. Settlement: Vendor will invoice United semi-monthly, in accordance with the
prices set forth above, which invoice will provide reasonable detail regarding
services provided, including a statement of hours worked per position and rates
charged. United will pay Vendor upon receipt of and in accordance with
Vendor's invoices. United will pay such invoices within 30 days of date of
receipt of invoice.
9. Taxes: United will pay any sales, use, or personal property taxes imposed
by any taxing authority and required to be paid by United or Vendor as a result
of services Provided to United Under this Agreement. United will not be liable
for any tax levied upon or measured by the income of Vendor.
10. Standard of Service: Vendor will adhere strictly to the standards
specified by United. Vendor will use all reasonable efforts to maintain
standards for Skycap Services provided by Vendor under this Agreement that meet
all relevant legislation and regulations, including without limitation the
Federal Aviation Administration Air Carrier Standard Security Program. United
may at its cost provide representatives who may inspect the provisions of
Skycap Services under this Agreement and provide advice and direction to
Vendor.
11. Reports/Records: A. Vendor will maintain such books, records, and accounts
as United reasonably requires relating to the Services provided by Vendor under
this Agreement. Vendor will maintain records documenting "dangerous goods"
employee training. Vendor also will maintain a complete record of all daily
employee sign-in registers listing each employee by name, date, and hours
worked for all employees and hours for which United is billed under this
Agreement. Each sign-in register will be acknowledged and verified by a Vendor
supervisor. On a regular basis as specified by United's designated manager,
Vendor will provide to United a complete copy of all such daily registers. All
training records are the property of United Airlines and shall remain on United
Airlines' property.
B. To the extent that Vendor is required by law or by any regulatory authority
to maintain records of background investigations, training, or other
qualification or certification of employees or agents of Vendor performing
services under this Agreement, upon expiration or termination of this Agreement
for any reason, Vendor will make available to United all such records, or
certified copies thereof.
12. Personal Services: Vendor will subcontract or delegate to a third party
the duties and responsibilities listed under this Skycap Agreement. The
approved delegation or subcontracting will not relieve Vendor of its
responsibilities under this Agreement and Vendor will remain fully liable for
all performance hereunder.
-5-
16
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.
13. Employees Attire/Uniform Standards: A. Vendor's employees and agents will at
all times be employees or agents of Vendor and not of United and will not
represent themselves as employees or agents of United. Vendor will comply with
all workers compensation, employers liability, and other regulations and will
make all reports and remit all withholdings or other payroll deductions as
required by law. Vendor will exercise full and complete authority over its
personnel with sole authority to hire and discharge. United may request that any
supervisor or manager at a particular Airport be re-assigned to non-United
duties.
B. Vendor will require its employees to be attired in appropriate attire
reasonably acceptable to United and to carry appropriate badges or other means
of identification, while working in the area of the Airport, so as to be clearly
recognizable as employees of Vendor. Vendor will ensure that while on duty all
employees are neat in appearance with clean, pressed uniforms and shined shoes.
Uniforms to include the following:
Trousers
Are cuffless and may not flare at the hem. Length should touch the top
of the shoe in front with no break, and taper to one inch from the
floor in the back.
Name Pin
First name and last name are required on the name pin. The name pin
will be worn on or above the left pocket of the uniform shirt.
Cap
Required to wear the issued cap at all times.
Shirts
The shirt must be worn with a closed collar. Long or short-sleeve
shirts may not be rolled up.
Tie
Must be worn under the collar at all times, by both male and female
employees. The collar must lie flat and not be turn up.
Shoes and boots
Must be black. If crepe soles, they must match the color of the
leather. Dress boots must be low enough as to not cause the trouser leg
to stick out.
Parkas and jackets
A uniform parka or jacket is required in locations with outdoor
exposure to rain or cold weather. A uniform parka or jacket is the only
coat to be worn while on duty.
Jewelry
Must remain professional looking, conservative, business-like and
appropriate in size and number so as not to present a safety hazard.
Hair
Males - Styles may vary in length and cut; but a clean, combed, and
neatly trimmed look is required. Mustaches must be fully grown, neatly
trimmed and may not extend below the corner of the mouth. Hair must be
of a natural looking color that exhibits a professional appearance.
-6-
17
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.
Females - Styles may vary in length and cut, but a clean, combed and
neatly trimmed look is required. Hair exceeding seven inches in length
must be totally secured at the nape of the neck. All hair fasteners and
ornaments must be compatible with the uniform's professional look.
Visible rubber or elastic bands, hair pins or ▇▇▇▇▇ pins, leather or
wooden hair accessories and hair nets are not permitted. Hair must be
of a natural looking color that exhibits a professional appearance.
14. Employment and Background Investigations: The minimum age for a Skycap will
be eighteen (18) years of age. Vendor shall have in place a program which meets
all FAA and DOT requirements pertaining to alcohol misuse and drug testing.
Vendor will conduct background investigations of each of its employees who will
have access to any secure or restricted area of the Airport. Background
Investigations will include, at a minimum, verification of prior employment (ten
years where available, shorter periods as applicable for those entering the
workforce from school) to the extent permitted by law. Each background
investigation will be reduced to writing and will be verified by Vendor as
having been completed upon request by United, or by applicable governmental
authority, upon reasonable notice. United reserves the right to verify
independently the results of any investigation, and to terminate this Agreement
without further notice upon discovery of a materially inaccurate investigation.
15. Compliance with Rules: Vendor will obtain any and all permits or
authorizations necessary to perform Services to United under this Agreement.
Vendor's use of the Airport is subject to any rules and regulations of the
Airport Authority. Vendor will observe and obey all such rules and regulations
and any other laws, ordinances, statutes and orders of any governmental
authority exercising jurisdiction at the Airport or over Vendor's conduct of its
security business.
16. Force Majeure: Neither party will be responsible for delays in or suspension
of performance caused by acts of God or governmental authority, strikes or labor
disputes, fires or other loss of manufacturing facilities, breach by suppliers
of supply agreements, or other similar or dissimilar cause beyond the reasonable
control of that party.
17. Publicity: Vendor may refer to United as a customer reference in non-public
business dealings with potential customers and financial concerns. Neither party
will refer to this Agreement or use the name of the other party in any form of
publicity or advertising, either directly or indirectly, without the prior
written consent of the other party. Vendor will not use any United trade name or
service marks, including the names "United Air Lines, Inc.," "United Airlines,"
"United" or United's logotype, without first obtaining United's prior written
approval of such use.
-7-
18
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.
18. Unauthorized Payments. A. In connection with any performance under this
Agreement, neither Vendor, nor any officer, employee, or agent of Vendor, will
make any payment or offer, promise or authorize any payment, of any money or
other article of value, to any official, employee, or representative of United,
or to any person or entity doing business with United, in order either to obtain
or to retain United's business, or to direct United's business to a third party,
or to influence any act or decision of any employee or representative of United
to perform or to fail to perform his or her duties, or to enlist the aid of any
third party to do any of the foregoing.
B. In connection with any performance under this Agreement, neither Vendor, nor
any officer, employee, or agent of Vendor, will solicit or receive any amount of
cash or negotiable paper, or any item, service or favor of value from any
present or prospective supplier, contractor or customer of United, or from
anyone else with whom United does business, including any governmental official
or representative, for or in connection with the obtaining or retaining any
business of or with United. Vendor will refuse to accept all such gifts and, if
received, will return such gifts to the donor. In all such cases Vendor will
notify United promptly of such gift or offer thereof. If United deems it
necessary, Vendor will turn over such gifts to United for further handling.
19. Non-Discrimination: A. In performing under this Skycap Agreement, Vendor
will comply with all applicable requirements, orders, and regulations of the
Federal Government pertaining to non-discrimination in employment and
facilities including, without limitation, the provisions contained in
Paragraphs 1 through 7 of Part II, Non-discrimination in Employment by
Government Contractors and Subcontractors, of Executive Order 11246 (as amended
by Executive Order 11375), and Certification of Non-segregated facilities (41
CFR, Chap. 1, Section n 1-12, 803, 10), all of which provisions are
incorporated herein by reference and expressly made a part of this Skycap
Agreement. Vendor also will comply with all applicable state and local laws
regarding non-discrimination in employment and facilities.
B. In accordance with the Air Carrier Access Act of 1986 and pursuant to 14
C.F.R. Section 382, Vendor will not discriminate on the basis of handicap in
providing services under this Agreement. Vendor will ensure that its employees
comply with the directives of United's Complaint Resolution Officials issued in
accordance with 14 C.F.R. Section 382 in the provision of any services on behalf
of United under this Agreement.
20. Termination: A. If either party (the "Defaulting Party") fails to perform
any of it duties or obligations under this Agreement and that failure continues
for thirty (30) days after written notice of such default from the other party,
then the other party may terminate this Agreement at any time thereafter,
effective immediately upon written notice of termination to the Defaulting
Party, without prejudice to any other rights or remedies the other party may
have.
-8-
19
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.
B. United may terminate this Agreement on five days prior written notice for any
station where Vendor's Skycap operating certificate or authorization is revoked,
suspended, or materially reduced in scope by the FAA or local aviation authority
or where Vendor otherwise becomes unable to provide Skycap Services under this
Agreement.
C. If either party (the "Defaulting Party") becomes insolvent; if the other
party (the "Insecure Party") has evidence that the Defaulting Party is not
paying its bills when due without just cause; if the Defaulting Party takes any
step leading to its cessation as a going concern, or if the Defaulting Party
either ceases or suspends operations for reasons other than a strike, then the
Insecure Party may immediately terminate this Agreement and repossess any or all
of its equipment and materials in the Defaulting Party's possession, on notice
to the Defaulting Party unless the Defaulting Party immediately gives adequate
assurance of the future performance of this Agreement, on terms and conditions
acceptable to the Insecure Party.
D. If liquidation, winding up, or bankruptcy proceedings are commenced with
respect to either party (the "Bankrupt") and if this Agreement has not otherwise
terminated, then the other party (the "Other Party") may suspend all further
performance of this Agreement until the Bankrupt assumes or rejects this
Agreement. Any such suspension of further performance by the Other Party pending
the Bankrupt's assumption or rejection will not be a breach of this Agreement
and will not affect the Other Party's right to pursue or enforce any of its
rights under this Agreement or otherwise.
E. Exercise by either party of its right to terminate under any provision of
this Agreement will not affect or impair its right to enforce its other rights
or remedies under this Agreement. All obligations of each party that have
accrued before termination or that are of a continuing nature will survive
termination.
21. General: This Agreement may be amended only by written agreement of the
parties executed by their authorized representatives. United may assign this
Agreement to a parent or affiliate. This Agreement may not be otherwise assigned
in whole or in part, and any such assignment will be void and of no force or
effect. Vendor will not subcontract any part of the services to be performed
under this Agreement without the prior written consent of United. This Agreement
will not create any right in or obligation to any third party. No waiver by
either party of any default or breach by the other party will operate as or be
deemed a waiver of any subsequent default or breach. This Agreement will be
construed in accordance with and governed by the internal laws of the State of
Illinois, U.S.A.
-9-
20
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.
22. Notices: Notices under the terms of this Agreement will be in writing and
sent by prepaid certified mail, return receipt requested, or by telecopy or
facsimile, to the following addresses:
TO UNITED: United Airlines TO VENDOR:
DEPT WHQPL ▇▇▇▇▇▇▇▇▇▇▇ Security, Inc.
P. 0. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ATTN: Contract Services ATTN: ▇▇▇▇▇▇ ▇▇▇▇▇▇
President
Notices will be effective on the first business day following receipt thereof
Notices sent by certified mail will be deemed received on the date of delivery
as indicated on the return receipt; notices sent by telecopy or facsimile will
be deemed received on the date transmitted.
23. Entirety of Agreement: This Agreement supersedes all prior oral or written
representations, communications, or agreements between the parties regarding the
subject matter of this Agreement and, together with its exhibits and
attachments, constitutes the entire understanding of the parties, regarding the
subject matter of this Agreement
THEREFORE, the parties by their authorized representative have executed this
Agreement effective on the date first provided above.
UNITED AIRLINES, INC. ▇▇▇▇▇▇▇▇▇▇▇ Security, Inc. (Vendor)
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------- ---------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President and Title: President and COO
Chief Financial Officer ------------------------------
---------------------------
-10-
21
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.
[LOGO] UNITED AIRLINES
EXHIBIT C
UNITED SPECIAL
SERVICES AGREEMENT
133615
WHEELCHAIR SERVICES AGREEMENT, effective the 16th day of November, 1996, by and
between UNITED AIR LINES, INC., a Delaware corporation ("United") with offices
at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇▇▇▇▇▇
Security, Inc., with offices at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(Vendor).
1. Airport(s): The airport location(s) governed by this Wheelchair Agreement is
defined as:
SAN FRANCISCO INTERNATIONAL AIRPORT, SAN FRANCISCO, CALIFORNIA
The location will be referred to in this Agreement as the "Airport."
2. Term: This Agreement will commence on November 16, 1996. (hereafter
"Effective Date") and will continue until terminated for convenience by either
party on 30 days prior written notice. Any obligations that survive such
termination will continue thereafter in full force and effect. If for any reason
United's flight operations at the Airport are halted or substantially decreased,
then United may, by 24 hours prior written notice to Vendor, suspend this
Agreement for the length of the suspension.
3. Indemnification: Contractor shall defend, indemnify and hold harmless United,
its directors, officers, employees and agents (collectively "Indemnitee") from
and against any and all liabilities, claims, demands, suits, causes of action,
losses, penalties, fines, expenses or damages, including, but not limited to,
attorneys' fees and court costs (including but not limited to attorneys' fees
incurred by Indemnitee in establishing its right to indemnification hereunder),
(collectively "Claims") for personal injury or bodily injury or death to any
person whomsoever, other than an employee of United, and for damage to any
property whatsoever, in any manner arising out of or in any way connected with
the acts or omissions of Contractor related to any services furnished, or to be
furnished, by Contractor hereunder, except to the extent any Claim results from
any negligent act to Indemnitee.
-1-
22
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.
4. Insurance: Vendor, at its expense, will obtain and maintain in full force and
effect under terms satisfactory to United policies of insurance in the following
types and minimum amounts:
DESCRIPTION
A. Comprehensive General Liability, including personal injury, contractual
completed operations, independent contractor, and products hazards: MINIMUM
LIABILITY $10 MILLION COMBINED SINGLE LIMIT GENERAL LIABILITY EACH OCCURRENCE
B. Workers compensation as required by law. Such insurance coverage will be
endorsed to name United as an additional insured to the extent of the
contractual obligations assumed by Vendor under this Agreement. Certificates
evidencing such insurance will be provided to United prior to or upon execution
of this Agreement, will contain appropriate cross liability clauses and waivers
of subrogation, and will provide that United will be given at least thirty (30)
days advance written notice in the event of cancellation, termination, or
material modification of the coverage.
5. Consequential Damages: EXCEPT AS PROVIDED UNDER INDEMNIFICATION, ABOVE,
NEITHER PARTY WILL BE LIABLE FOR, AND EACH PARTY WAIVES AND RELEASES ANY CLAIMS
AGAINST THE OTHER PARTY FOR, ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES,
INCLUDING, WITHOUT LIMITATION, LOST REVENUES, LOST PROFIT, OR LOSS OF
PROSPECTIVE ECONOMIC ADVANTAGE, RESULTING FROM ANY PERFORMANCE OR FAILURE TO
PERFORM UNDER THIS AGREEMENT.
6. Charges: A. Hourly rates and charges for Special Services provided by Vendor
to United at the Airport are defined below. Overtime must be approved by United
in advance of being incurred. To cover irregular operations, overtime will be
mandatory. United Airlines can have work schedules changed up to 72 hours (3
days) prior to the needed change without being charged overtime. Such rates and
charges will be firm for the period, as indicated below. Thereafter, either
party may request a price review by written notice to the other party, which
review will be conducted within 30 days after such notice. Failing agreement,
either party may terminate the Special Services Agreement upon 60 days written
notice, to allow the parties time to make alternate arrangements.
Accepting tips is understood by United as customary compensation for Wheelchair
Servers. Solicitation of tips, however, is prohibited and will result in
employee being removed from United's service.
POSITION STRAIGHT TIME RATE OT/HOLIDAYS (6)
-------- ------------------ ---------------
11/16/96-08/31/97
Wheelchair Server $ XXXX $ XXXX
Wheelchair Lead $ XXXX $ XXXX
Special Services Shift Supv $ XXXX $ XXXX
Dispatcher $ XXXX $ XXXX
Baggage Handler $ XXXX $ XXXX
Baggage Handler Lead $ XXXX $ XXXX
-2-
23
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.
EFFECTIVE 09/01/97
Wheelchair Server $ XXXX $ XXXX
Wheelchair Lead $ XXXX $ XXXX
Special Services Shift Supv $ XXXX $ XXXX
Dispatcher $ XXXX $ XXXX
Baggage Handler $ XXXX $ XXXX
Baggage Handler Lead $ XXXX $ XXXX
B. The prices in this Agreement will be subject to renegotiation if any law,
regulation, or ruling of any governmental authority having jurisdiction over the
subject matter is enacted that alters the costs of performing the Wheelchair
Services under this Agreement
C. Vendor will undertake that United will not be commercially disadvantaged
regarding Vendor's service/pricing arrangements under this Agreement as compared
against the service/pricing arrangements offered by Vendor to any competitor of
United that Vendor may service in a reasonably similar manner at any Airport.
Vendor represents and warrants that the hourly rates, fees, prices, terms, and
conditions (collectively "Prices") for personnel, overtime, supervision,
training, and other charges (collectively "Wheelchair Services") under this
Agreement are at least as low as the Prices provided to other customers by
Vendor for comparable Wheelchair Services at the Airport or at any comparable
airport. If Vendor offers or grants to another customer a price for any
Wheelchair Service that is lower than the price paid by United for a
substantially similar Wheelchair Service, then Vendor immediately will offer
such lower price to United. C. Equipment - Vendor will supply additional
wheelchairs, as needed, in good working order. Vendor will maintain equipment
and will replace equipment, at its own cost, as needed. Vendor shall provide
radios, where needed in the operation. United will provide and maintain aisle
chairs. Vendor shall provide I.D. badges. It is Vendor's responsibility to make
sure all employees have a current badge.
-3-
24
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.
7. Settlement: Vendor will invoice United semi-monthly, in accordance with the
prices set forth above, which invoice will provide reasonable detail regarding
services provided, including a statement of hours worked per position and rates
charged. United will pay Vendor upon receipt of and in accordance with Vendor's
invoices. United will pay such invoices within 30 days of receipt of invoice.
B. Taxes: United will pay any sales, use, or personal property taxes imposed by
any taxing authority and required to be paid by United or Vendor as a result of
services provided to United under this Agreement. United will not be liable for
any tax levied upon or measured by the income of Vendor.
9. Standard of Services: Vendor will adhere strictly to the standards specified
by United. Vendor will use all reasonable efforts to maintain standards for
Wheelchair Services provided by Vendor under this Agreement that meet all
relevant legislation and regulations, including without limitation the Federal
Aviation Administration Air Carrier Standard Security Program. United may at its
cost provide representatives who may inspect the provision of Wheelchair
Services under this Agreement and provide advice and direction to Vendor. In the
event of an accident, Vendor's Manager will immediately notify the
Supervisor/Manager of United Airlines by phone. A detailed written report from
the Vendor's Manager and employee involved must be submitted within 24 hours of
the incident, to United.
10. Reports/Records: A. Vendor will maintain such books, records, and accounts
as United reasonably requires relating to the Services provided by Vendor under
this Agreement. Vendor also will maintain a complete record of all daily
employee sign-in registers listing each employee by name, date, and hours
worked for all employees and hours for which United is billed under this
Agreement. Each sign-in register will be acknowledged and verified by a Vendor
supervisor. On a regular basis as specified by United's designated manager,
Vendor will provide to United a complete copy of all such daily registers.
B. To the extent that Vendor is required by law or by any regulatory authority
to maintain records of background investigations, training, or other
qualification or certification of employees or agents of Vendor performing
services under this Agreement, upon expiration or termination of this Agreement
for any reason, Vendor will make available to United all such records, or
certified copies thereof.
11. Personal Services: Vendor will not subcontract or delegate to any third
party any of Vendor's duties or responsibilities under this Wheelchair Agreement
without the prior written consent of United. Any approved delegation or
sub-contracting will not relieve Vendor of its responsibilities under this
Agreement and Vendor will remain fully liable for all performance hereunder.
-4-
25
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.
12. Employees: Attire: A. Vendor's employees and agents will at all times be
employees or agents of Vendor and not of United and will not represent
themselves as employees or agents of United. Vendor will comply with all workers
compensation, employers liability, and other regulations and will make all
reports and remit all withholdings or other payroll deductions as required by
law. Vendor will exercise full and complete authority over its personnel with
sole authority to hire and discharge. United may request that any supervisor or
manager at a particular Airport be re-assigned to non-United duties.
B. Vendor will require its employees to be attired in appropriate attire
reasonably acceptable to United and to carry appropriate badges or other means
of identification, while working in the area of the Airport, so as to be clearly
recognizable as employees of Vendor. Vendor will ensure that while on duty all
employees are neat in appearance with clean, pressed uniforms and shined shoes.
Below specific standards will apply for Wheelchair Attendants, Wheelchair Leads,
and Baggage Handlers. Uniforms to include the following:
Trousers
Are cuffless and may not flare at the hem. Length should touch the top
of the shoe in front with no break, and taper to one inch from the
floor in the back.
Name Pin
First name and last name are required an the name pin. The name pin
will be worn on or above the left pocket of the uniform shirt, or on
the left side of the vest; as applicable.
Shirts
The shirt must be worn with a closed collar, and the issued uniform tie
only. Long or short-sleeve shirts may not be rolled up.
Ties
Must be worn under the collar at all times by both male and female
employees. The collar must lie flat and not be turn up.
Shoes and boots
Must be black. If crepe soles, they must match the color of the
leather. Dress boots must be low enough as to not cause the trouser leg
to stick out.
Parkas and jackets.
A uniform parka or jacket is required in locations with outdoor
exposure to rain or cold weather. A uniform parka or jacket is the only
coat to be worn while on duty.
Jewelry
Must remain professional looking, conservative, business-like and
appropriate in size and number so as not to present a safety hazard.
-5-
26
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.
Hair
Males - Styles may vary in length and cut; but a clean, combed, and
neatly trimmed look is required. Mustaches must be fully grown, neatly
trimmed and may not extend below the ▇▇▇▇▇ of the mouth. Hair must be
of a natural looking color that exhibits professionalism,
Females - Styles may vary in length and cut but a clean, combed and
neatly trimmed look is required, Hair exceeding seven inches in length
must be totally secured at the nape of the neck. All hair fasteners and
ornaments must be compatible with the uniform's professional look.
visible rubber or elastic bands, hair pins or ▇▇▇▇▇ pins, leather or
wooden hair accessories and hair nets are not permitted. Hair must be
of a natural looking color that exhibits professionalism.
13. Employment and Background Investigations: Wheelchair attendants and leads
must be a minimum of eighteen (18) years of age. Any requested deviation from
the age standard must be approved by the United Customer Service Manager or
designee, Vendor shall have in place a program which meets all FAA and DOT
requirements pertaining to alcohol misuse and drug testing. Vendor will conduct
background investigations of each of its employees who will have access to any
secure or restricted area of the Airport. Background investigations will
include, at a minimum, verification of prior employment (ten years where
available, shorter periods as applicable for those entering the workforce from
school) to the extent permitted by law. Each background investigation will be
reduced to writing and will be verified by Vendor as having been completed upon
request by United, or by applicable governmental authority, upon reasonable
notice. United reserves the right to verify independently the results of any
investigation, and to terminate this Agreement without further notice upon
discovery of a materially inaccurate investigation.
14. Compliance with Rules: Vendor will obtain any and all permits or
authorizations necessary to perform Services to United under this Agreement.
Vendor's use of the Airport is subject to any rules and regulations of the
Airport Authority. Vendor will observe and obey all such rules and regulations
and any other laws, ordinances, statutes and orders of any governmental
authority exercising jurisdiction at the Airport or over Vendor's conduct of its
security business.
15. Force Majeure: Neither party will be responsible for delays in or suspension
of performance caused by acts of God or governmental authority, strikes or labor
disputes, fires or other loss of manufacturing facilities, breach by suppliers
of supply agreements, or other similar or dissimilar cause beyond the reasonable
control of that party.
-6-
27
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.
16. Publicity: Vendor may refer to United as a customer reference in non-public
business dealings with potential customers and financial concerns. Neither party
will refer to this agreement or use the name of the other party in any form of
publicity or advertising, either directly or indirectly, without the prior
written consent of the other party. Vendor will not use any United trade name or
service marks, including the names "United Air Lines, Inc.," "United Airlines,"
"United" or United's logotype, without first obtaining United's prior written
approval of such use.
17. Unauthorized Payments: A. In connection with any performance under this
Agreement, neither Vendor, nor any officer, employee, or agent of Vendor, will
make any payment, or offer, promise or authorize any payment, of any money or
other article of value, to any official, employee, or representative of United,
or to any person or entity doing business with United, in order either to obtain
or to retain United's business, or to direct United's business to a third party,
or to influence any act or decision of any employee or representative of United
to perform or to fail to perform his or her duties, or to enlist the aid of any
third party to do any of the foregoing.
B. In connection with any performance under this Agreement, neither Vendor, nor
any officer, employee, or agent of Vendor, will solicit or receive any amount of
cash or negotiable paper, or any item, service or favor of value from any
present or prospective supplier, vendor or customer of United, or from anyone
else with whom United does business, including any governmental official or
representative, for or in connection with the obtaining or retaining any
business of or with United. Vendor will refuse to accept all such gifts and, if
received, will return such gifts to the donor. In all such cases Vendor will
notify United promptly of such gift or offer thereof. If United deems it
necessary, Vendor will turn over such gifts to United for further handling,
18. Non-Discrimination: A. In performing under this Wheelchair Agreement, Vendor
will comply with all applicable requirements, orders, and regulations of the
Federal Government pertaining to non-discrimination in employment and facilities
including, without limitation, the provisions contained in Paragraphs 1 through
7 of Part II, Non-discrimination in Employment by Government Contractors and
Subcontractors, of Executive Order 11246 (as amended by Executive order 11375),
and Certification of Non-segregated facilities (41 C.F.R., Chap. 1, Section n
1-12, 803, 10), all of which provisions are incorporated herein by reference and
expressly made a part of this Services Agreement. Vendor also will comply with
all applicable state and local laws regarding non-discrimination in employment
and facilities.
B. In accordance with the Air Carrier Access Act of 1986 and pursuant to 14
C.F.R. Section 382, Vendor will not discriminate on the basis of handicap in
providing services under this Agreement. Vendor will ensure that its employees
comply with the directives of United's Complaint Resolution Officials issued in
accordance with 14 C.F.R. Section 382 in the provision of any services on behalf
of United under this Agreement.
-7-
28
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.
19. Termination: A. If either party (the "Defaulting Party") fails to perform
any of its duties or obligations under this Agreement, and that failure
continues for thirty (30) days after written notice of such default from the
other party, then the other party may terminate this Agreement at any time
thereafter, effective immediately upon written notice of termination to the
Defaulting Party, without prejudice to any other rights or remedies the other
party may have.
B. United may terminate this Agreement on five days prior written notice for any
station where Vendor's Wheelchair operating certificate or authorization is
revoked, suspended, or materially reduced in scope by the FAA or local aviation
authority or where Vendor otherwise becomes unable to provide Wheelchair
Services under this Agreement.
C. If either party (the "Defaulting Party") becomes insolvent; if the other
party (the "Insecure Party") has evidence that the Defaulting Party is not
paying its bills when due without just cause; if the Defaulting Party takes any
step leading to its cessation as a going concern; or if the Defaulting Party
either ceases or suspends operations for reasons other than a strike, then the
Insecure Party may immediately terminate this Agreement, and repossess any or
all of its equipment and materials in the Defaulting Party's possession, on
notice to the Defaulting Party unless the Defaulting Party immediately gives
adequate assurance of the future performance of this Agreement, on terms and
conditions acceptable to the Insecure Party.
D. If liquidation, winding up, or bankruptcy proceedings are commenced with
respect to either party (the "Bankrupt") and if this Agreement has not otherwise
terminated, then the other party (the "Other Party") may suspend all further
performance of this Agreement until the Bankrupt assumes or rejects this
Agreement. Any such suspension of further performance by the Other Party pending
the Bankrupt's assumption or rejection will not be a breach of this Agreement
and will not affect the Other Party's right to pursue or enforce any of its
rights under this Agreement or otherwise.
E. Exercise by either party of its right to terminate under any provision of
this Agreement will not affect or impair its right to enforce its other rights
or remedies under this Agreement. All obligations of each party that have
accrued before termination or that are of a continuing nature will survive
termination.
20. General: This Agreement may be amended only by written agreement of the
parties executed by their authorized representatives. United may assign this
Agreement to a parent or affiliate. This Agreement may not be otherwise assigned
in whole or in part, and any such assignment will be void and of no force or
effect. Vendor will not subcontract any part of the services to be performed
under this Agreement without the prior written consent of United. This Agreement
will not create any right in or obligation to any third party. No waiver by
either party of any default or breach by the other party will operate as or be
deemed a waiver of any subsequent default or breach. This Agreement will be
construed in accordance with and governed by the internal laws of the State of
Illinois, U.S.A.
-8-
29
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.
21. Notices: Notices Under the terms Of this Agreement will be in writing and
sent by prepaid certified mail, return receipt requested, or by telecopy or
facsimile, to the following addresses:
To United: United Airlines To Vendor: ▇▇▇▇▇▇▇▇▇▇▇ Security, Inc.
DEPT WHQPL ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ 30344
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Attn: Contract Services President
Notices will be effective on the first business day following receipt thereof.
Notices sent by certified mail will be deemed received on the date of delivery
as indicated on the return receipt; notices sent by telecopy or facsimile will
be deemed received on the date transmitted.
22. Entirety of Agreement: This Agreement supersedes all prior oral or written
representations, communications, or agreements between the parties regarding the
subject matter of this Agreement and, together with its exhibits and
attachments, constitutes the entire understanding of the parties, regarding the
subject matter of this Agreement.
THEREFORE, the parties by their authorized representative have executed this
Agreement effective on the date provided in the Amendment,
UNITED AIRLINES, INC. ▇▇▇▇▇▇▇▇▇▇▇ Security, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------- ------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: ▇▇▇▇▇▇▇ ▇.▇▇▇▇▇▇ Title: President and COO
---------------------------- -----------------------------
Senior Vice President and
Chief Financial Officer
-9-