Business Travel Agreement - Intergraph Corp. and Green Mountain Inc. d/b/a UNIGLOBE Green Mountain Travel
AGREEMENT
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This Agreement is between Intergraph Corporation and Green
Mountain, Inc. d.b.a. UNIGLOBE Green Mountain Travel
("UNIGLOBE").
GENERAL
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It is a primary objective of Intergraph to maximize its control
over the procurement of its business-travel arrangements and
minimize its cost of business travel.
It is a primary objective of UNIGLOBE to maximize its revenue
from handling the personal travel of Intergraph employees.
SCOPE
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This Agreement covers business and personal travel arrangements
made by the employees and spouses of Intergraph Corporation or
any of its subsidiaries. Intergraph has the exclusive right to
include or exclude other companies, subsidiaries, divisions,
affiliates, associates or employee groups.
DEFINITIONS
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"ARC" means the Airlines Reporting Corporation.
"IATA" means the International Air Transport Association and
"IATAN" means the International Airlines Travel Agent Network.
DEDICATED FACILITIES
--------------------
It is a primary objective of Intergraph to process as much of
its travel arrangements as is practical, at its discretion,
through facilities dedicated to Intergraph, including exclusive
pseudo-city codes and ARC/IATA numbers. UNIGLOBE will
cooperate fully in assisting Intergraph in achieving this
objective.
UNIGLOBE will maintain a fully-appointed (as defined herein),
full-service (as defined by ARC) travel agency on the premises
of Intergraph in Huntsville, Alabama. This location will serve
as the primary point of contact for all Intergraph employees
wishing to make business-travel arrangements.
UNIGLOBE Green Mountain Travel must be kept separate and
distinct from any other Green Mountain, Inc. travel agencies
and must be dedicated to serving Intergraph and others
specifically authorized by Intergraph. This will not prohibit
service by UNIGLOBE Green Mountain Travel to the general
public.
UNIGLOBE may be required, at the request of Intergraph, to
establish certain Remote Ticketing Branch locations as needed
to meet the travel document distribution requirements noted
herein. Unless otherwise agreed, all Remote Ticketing Branches
will be satellite ticket printer (STP) locations (as classified
by ARC) and are to be used exclusively for Intergraph.
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AGREEMENT
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ARC/IATA APPOINTMENTS
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UNIGLOBE must maintain in good standing all ARC and IATA
appointments at each location servicing Intergraph throughout
the term of the Agreement and Intergraph will cooperate fully
in these efforts. Intergraph will permit reasonable access to
its premises by authorized representatives of ARC, IATAN, and
the airlines for the purposes of verifying that UNIGLOBE and
Intergraph are in full compliance with all applicable rules and
regulations of these entities.
If this Agreement is terminated for any reason, and Intergraph
so requests, UNIGLOBE will use its best efforts to assist in
transferring the ARC and IATA appointments to Intergraph or its
designee.
UNIGLOBE will use its best efforts to secure and maintain
approval from all major domestic and international airlines and
Amtrak to issue their tickets, with full commissions (unless
otherwise negotiated by Intergraph), at all UNIGLOBE locations
servicing Intergraph.
ARC ADMINISTRATION
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Intergraph will be responsible for the weekly processing of all
ARC coupons and ARC Sales reports as well as the timely
reconciliation of ARC Area Settlement Bank reports for all
transactions at UNIGLOBE Green Mountain Travel.
AUTOMATION
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UNIGLOBE will provide Intergraph with a computerized
reservations system ("CRS") acceptable to Intergraph to
facilitate the booking of airline, ground transportation,
lodging and related travel arrangements and the generation of
necessary travel documents. UNIGLOBE will also provide a
comprehensive, automated accounting and travel-information
management system ("Back-Office System") acceptable to
Intergraph to facilitate ARC administration and the generation
of the management-information reports defined by Intergraph.
The CRS and Back-Office System must be compatible, and fully
interfaced with each other.
Intergraph reserves the right to request a conversion of the
primary CRS used by UNIGLOBE in support of the Intergraph
account if, in its sole discretion, such a conversion would
result in a substantial material benefit to Intergraph.
UNIGLOBE will cooperate fully in such a conversion, including
using its best efforts to minimize any costs assessed by the
outgoing CRS vendor and, at the request of Intergraph Travel
Services, negotiating favorable terms and conditions with the
incoming CRS vendor.
All discounts, credits or incentives received by UNIGLOBE from
the CRS vendor(s) for CRS equipment, software, maintenance, and
services must be disclosed to Intergraph Travel Services and
will be used to offset the costs associated with servicing the
Intergraph account.
In the event that this Agreement is terminated by either party,
Intergraph reserves the right, with the concurrence of the CRS
vendor(s), to retain the reservations system(s) equipment, and
all Intergraph data associated with the system, and to assume
responsibility for any payments for the remaining lease term.
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AGREEMENT
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OWNERSHIP OF DATA
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UNIGLOBE agrees that Intergraph owns all data from
reservations, ticketing, and billing of Intergraph travel
arrangements and that Intergraph, or its authorized third
party, will be given complete and unrestricted access to such
data. In the event that this Agreement is terminated by either
party, UNIGLOBE will immediately provide to Intergraph all
detail and summary data relative to Intergraph's travel
activity stored in computer system(s) provided by UNIGLOBE.
STAFFING/PERSONNEL
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UNIGLOBE will designate a single, qualified employee,
acceptable to Intergraph, to act as the manager of UNIGLOBE
Green Mountain Travel. This individual must meet all
"management" and "ticketing" requirements for ARC and IATA
accreditation.
Intergraph will be responsible for staffing UNIGLOBE Green
Mountain Travel with qualified personnel in sufficient numbers
to handle all reservations, ticketing, support and accounting
functions required in support of the Intergraph account.
INDEPENDENT CONTRACTOR
----------------------
Intergraph and UNIGLOBE agree that all work performed by either
under this Agreement will be performed by each as an
independent contractor and not as the employee, agent or
representative of the other. Neither party will represent
itself as an employee, agent or representative of the other
when dealing with any third party. Neither party will have the
authority to bind the other to any agreement with any third-
party without the prior written authorization of the other
party.
VENDOR NEGOTIATIONS
-------------------
Intergraph has the primary responsibility for the negotiation
of discount and value-added products and services for its
travelers. UNIGLOBE and Intergraph will advise each other
whenever their combined purchase volumes might be leveraged to
produce significant savings to Intergraph. UNIGLOBE will not
pledge, or otherwise commit, any of Intergraph's travel
activity for the purpose of obtaining volume discounts from
travel vendors without the prior, written approval of
Intergraph.
Intergraph retains the right to negotiate discounts, reduced
fares, credits, restriction waivers, and the like directly with
airline carriers, and UNIGLOBE will cooperate fully with
Intergraph and airline(s) in the negotiation and implementation
of such discounts.
RIGHTS TO REVENUE
-----------------
UNIGLOBE and Intergraph agree that all revenue, including
overrides, generated as a result of Intergraph's business
travel and travel-related activities belongs to Intergraph and
will be retained by Intergraph to offset its direct and
indirect costs associated with managing its business travel.
Revenue generated by international travel will be used
exclusively to offset Intergraph's costs and reimbursements to
UNIGLOBE as outlined herein.
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AGREEMENT
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Revenue generated as a result of the leisure or personal travel
of Intergraph employees or others booked directly with UNIGLOBE
will be retained by UNIGLOBE to offset its direct and indirect
costs associated with providing these services.
OVERRIDES/REVENUE ENHANCEMENTS
------------------------------
Intergraph and UNIGLOBE acknowledge that certain revenue will
accrue to UNIGLOBE in the form of overrides, bonuses, credits,
tickets or other revenue enhancements from the travel suppliers
used by Intergraph and its business travelers. As noted above,
all such revenue, regardless of form, belongs to Intergraph and
will be retained by Intergraph to offset its direct and
indirect costs associated with managing its business travel.
From time to time, Intergraph may not be able to utilize
certain non-cash revenue enhancements, including tickets. At
the sole discretion of Intergraph Travel Services, unused
tickets, credits, vouchers or similar non-cash benefits may be
made available to UNIGLOBE. Such situations will be dealt with
by Intergraph and UNIGLOBE on a case-by-case basis. Each case,
however, must be documented in writing by the parties.
Intergraph and UNIGLOBE agree that free or reduced-rate airline
tickets (exclusive of award tickets earned from individual
participation in incentive programs) will not be used by any
Intergraph employee or their immediate family for leisure or
personal travel.
FULL DISCLOSURE
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UNIGLOBE will make full disclosure of all revenue, regardless
of its source, and operating costs associated with Intergraph's
travel activity.
FIDUCIARY RELATIONSHIP
----------------------
UNIGLOBE agrees that it has entered into a fiduciary
relationship with Intergraph with respect to all financial
obligations and responsibilities assumed by UNIGLOBE under the
Agreement. UNIGLOBE will maintain separate, complete and
accurate accounting records relating solely to Intergraph's
business. These records must be available for inspection in
Huntsville, Alabama by Intergraph or its representative(s).
FINANCIAL AUDITS
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Intergraph, or its authorized representative, will have the
right to perform periodic financial/accounting audits, and to
review, in the course of any such audit, any of UNIGLOBE's
data, documents, records, worksheets, systems, standards,
procedures, or practices related to the Agreement. UNIGLOBE
must provide Intergraph its full cooperation and any assistance
reasonably required to facilitate said audit.
RECEIPT OF REVENUE
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All receipts from the cash sales of airline tickets, or other
services, and all airline, ground services, and other
commissions or revenue earned as a result of Intergraph's
travel activity booked through UNIGLOBE Green Mountain Travel
received directly by UNIGLOBE will be held in trust by UNIGLOBE
for distribution as agreed herein.
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AGREEMENT
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All receipts from the cash sales of airline tickets, or other
services, and all airline, ground services, and other
commissions or revenue earned as a result of Intergraph's
travel activity booked through UNIGLOBE Green Mountain Travel
received at UNIGLOBE Green Mountain Travel will be endorsed
over to Intergraph Corporation and deposited into the account
of its choice.
UNIGLOBE and Intergraph will mutually agree on the
administrative details of handling the accounting of all
revenue, including the establishment of procedures to insure
that UNIGLOBE is funded in a timely manner for all authorized
operating expenses associated with servicing the Intergraph
account.
PAYMENTS TO INTERGRAPH
----------------------
Within fifteen (15) calendar days after the close of each
month, UNIGLOBE will submit to Intergraph a check, payable to
Intergraph, in an amount equal to all revenue received directly
by UNIGLOBE during the month as a result of Intergraph's
business travel activity booked through UNIGLOBE Green Mountain
Travel. In addition, UNIGLOBE will provide Intergraph with
sufficient information to reconcile the payment.
ALLOWABLE EXPENSES
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The only expenses reimbursable by Intergraph under this
Agreement are as follows:
(a) Direct labor by UNIGLOBE employees at the rate mutually
agreed upon by the parties, provided the work was
requested by Intergraph's Senior Manager, Travel
Services.
(b) The monthly UNIGLOBE franchise fee to be calculated in
accordance to the attached Exhibit A.
(c) Charges for any authorized supplemental services outside
the scope of the Agreement and requested by Intergraph's
Senior Manager, Travel Services, in writing, during the
period.
(d) Costs of business insurance, operating licenses and taxes,
including property taxes, paid by UNIGLOBE and
directly attributable to the support of the Intergraph
account. UNIGLOBE will use its best efforts to minimize
all such costs.
(e) All costs for CRS equipment used by UNIGLOBE in support
of the Intergraph account, including all hardware,
software, data lines, modifications and interface
charges, as provided in the CRS agreements in place at
the time of this Agreement.
(f) All fees associated with the off-site storage of ARC/IATA
accountable documents.
PAYMENTS TO UNIGLOBE
--------------------
Intergraph will, within fifteen (15) calendar days after
receipt of an original invoice, make payment to UNIGLOBE for
any authorized and allowable expenses incurred by UNIGLOBE.
UNIGLOBE will provide Intergraph with sufficient information to
reconcile the invoice.
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AGREEMENT
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LEISURE/PERSONAL TRAVEL
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UNIGLOBE will establish and maintain a leisure-travel office,
staffed by UNIGLOBE personnel, on Intergraph's premises in
Huntsville, Alabama. All requests received by Intergraph
Travel Services from Intergraph employees to handle
vacation/leisure-travel arrangements will be referred to this
office. No major corporate or group accounts are to be
serviced from this office without the prior authorization of
Intergraph Travel Services.
UNIGLOBE will be responsible for developing various discounted
leisure-travel and vacation packages for Intergraph employees.
Intergraph agrees to cooperate fully with UNIGLOBE Madison
Travel in promoting these packages to Intergraph employees,
provided that all such promotion efforts are in compliance with
Intergraph policy.
The leisure-travel office at Intergraph will use its best
efforts to assist Intergraph customers and consultants visiting
Huntsville with any changes or new reservations that they may
require. Such assistance will be provided even if it does not
generate any revenue to UNIGLOBE.
During the term of this agreement, no other travel agency will
be granted access to Intergraph offices in Huntsville for the
purpose of soliciting leisure, personal or vacation travel from
Intergraph employees.
Rent and Utilities.
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Intergraph will provide UNIGLOBE with sufficient office space
on Intergraph's premises in Huntsville, Alabama. All costs
associated with the ongoing use of the space will be the
responsibility of Intergraph. All furnishings and office
equipment will be the responsibility of UNIGLOBE.
Telecommunications.
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Intergraph will provide UNIGLOBE with a single telephone line
for access to the Intergraph telephone network. This line must
be used exclusively for communication with Intergraph
employees. Unless otherwise agreed, all telephone instruments
and related hardware and any external telephone lines will be
the responsibility of UNIGLOBE.
NON-DISCLOSURE
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This Agreement is confidential. Neither party will disclose
the existence of this Agreement or any of its terms or
conditions without the other's prior written consent.
PUBLICITY
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UNIGLOBE agrees to submit to Intergraph all advertising, sales
promotion, press releases and other publicity matters relating
to the services performed by UNIGLOBE under this Agreement
wherein Intergraph's names or marks are mentioned or language
from which the connection of said names or marks therewith may
be inferred or implied and UNIGLOBE further agrees not to
publish or use such advertising, sales promotion, press
releases, or publicity matters without Intergraph's written
approval.
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AGREEMENT
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TERM AND TERMINATION
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This Agreement is effective as of September 1, 1992 and will
continue until December 31, 1995. Either party may terminate
this Agreement upon ninety days written notice to the other.
Any termination of this Agreement will be without prejudice to
any outstanding rights or obligations.
CONTINUITY OF SERVICE
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UNIGLOBE recognizes that the services provided under this
Agreement are vital to Intergraph's overall effort, that
continuity must be maintained without interruption, that upon
expiration of this Agreement a successor -- either Intergraph
or another vendor -- may continue these services, and that
UNIGLOBE must give its best efforts and cooperation to effect
an orderly and efficient transition to a successor. UNIGLOBE
will be reimbursed for all reasonable transition costs provided
those costs are incurred within an agreed transition period
after expiration of the Agreement and authorized, in writing,
by Intergraph.
NOTICES
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Notices and other correspondence related to the Agreement
should be directed to the parties by facsimile, telegraph,
first-class mail (postage), or personal delivery, as follows:
TO THE COMPANY TO THE AGENCY
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Senior Manager, Travel Services President
Mail Stop IW2002 Green Mountain, Inc.
Intergraph Corporation Suite 114
Huntsville, Alabama 35894-0004 900 Bob Wallace Avenue
Huntsville, Alabama 35801
FAX: 205-730-9465 FAX: 205-536-5942
ENTIRE AGREEMENT
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The Agreement constitutes the entire understanding between
Intergraph and Green Mountain, Inc. relating to the subject
hereof and supersedes all prior communications on the subject.
Any further modification of the Agreement must be in writing
and executed by both parties.
For: Green Mountain, Inc. For: Intergraph Corporation
------------------------- -------------------------------
Gerald F. Donovan H. Richard Chew, Jr.
President Senior Manager, Travel Services
Date: February 23, 1994 Date: February 24, 1994
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AGREEMENT
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EXHIBIT A
UNIGLOBE SERVICE-FEE CALCULATION
For the term of this Agreement, the UNIGLOBE Service Fee paid
by Intergraph to UNIGLOBE will be calculated as follows:
(i) On the first $31,920.00 of gross income, ten percent (10%)
(ii) On the next $31,920.00 of gross income, seven percent (7%)
(iii) On the next $21,281.00 of gross income, five percent (5%)
(iv) On the balance over $85,121.00 of gross income, two percent (2%)
For the purpose of calculating this Service Fee, "gross income"
is defined as all commissions or other cash revenue received by
UNIGLOBE Green Mountain Travel as a result of Intergraph's
travel activity booked through UNIGLOBE Green Mountain Travel.
Bonuses, credits, discounts, incentives, or reimbursements paid
directly to Intergraph by service providers will not be
included in the calculation of gross income.
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