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Resolution No. 93801 RESOLUTION NO. 9380 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF 3 VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A MAINTENANCE AGREEMENT FOR THE VERNON POWER PLANT 4 PROJECT BY AND BETWEEN THE CITY OF VERNON AND THE STATE BUILDING AND CONSTRUCTION TRADES COUNCIL OF 5 CALIFORNIA, THE LOS ANGELES/ORANGE COUNTIES 6 BUILDING & CONSTRUCTION TRADES COUNCIL AND LOCAL UNIONS 7 8 WHEREAS, the City of Vernon (the "City") owns and operates 9 its own electric system which services the City's constituents; and 10 WHEREAS, the City is in the process of developing a natural 11 gas -fired combined cycle power plant located within City limits 12 officially named the Vernon Power Plant (the "VPP Project") for the 13 purpose of installing additional generating capacity that will yield 14 an efficient, cost-effective, and reliable source of electric 15 generation and 16 WHEREAS, a Maintenance Agreement is necessary to ensure that 17 a sufficient supply of skilled craft workers are available at the VPP 18 Project, that all maintenance work and related work performed by the 19 members of the Unions on the VPP Project shall proceed continuously, 20 without interruption, in a safe and efficient manner, economically 21 with due consideration for the protection of labor standards, wages 22 and working conditions; and 23 WHEREAS, the City desires to enter into a Maintenance 24 Agreement with the State Building and Construction Trades Council of 25 California, the Los Angeles/Orange Counties Building & Construction 26 Trades Council and the local unions (collectively, "Unions") for the 27 construction of the VPP Project; and 28 WHEREAS, the City Council of the City of Vernon has I determined that, pursuant to the provisions of subsection (a) of 2 Section 2.27 of the Vernon City Code, it is in the public interest and 3 necessity to enter into an Agreement with the State Council, the Local 4 Council and the Unions. 5 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE 6 CITY OF VERNON AS FOLLOWS: 7 SECTION 1: The City Council of the City of Vernon hereby 8 finds and determines that the recitals contained hereinabove are true 9 and correct. 10 SECTION 2: The City Council of the City of Vernon hereby 11 approves the Maintenance Agreement for the Vernon Power Plant with the 12 Unions, in substantially the same form as Exhibit A which is attached 13 hereto and incorporated herein by reference. 14 SECTION 3: The City Council of the City of Vernon hereby 15 authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for, 16 and on behalf of, the City of Vernon and the City Clerk is hereby 17 authorized to attest thereto. 18 SECTION 4: The City Council of the City of Vernon hereby 19 authorizes the City Administrator, or his designee, to make whatever 20 nonsubstantive, administrative and/or text changes, upon advice of 21 counsel, to the Agreement. 22 SECTION 5': The City Council of the City of Vernon hereby 23 directs the City Attorney to handle the processing of the signed 24 Agreements to all parties. 25 SECTION 6: The City Council of the City of Vernon hereby 26 authorizes the City Administrator, or his designee, to execute any and 27 all documents necessary or required to implement and carry out the 28 Agreement consistent with the terms of the Agreement approved herein - 2 - I for, and on behalf of, the City of Vernon and to perform such other 2 acts and deeds, as may be necessary or convenient to effect the 3 purposes of ,this Resolution and the transactions herein authorized. 4 SECTION 7: The City Clerk of the City of Vernon shall 5 certify to the passage of this resolution, and thereupon and 6 thereafter the same shall be in full force and effect. 7 APPROVED AND ADOPTED this 6th day of August, 2007. 8 Name: Leonis C. Malburg 10 11 Title: Mayor ATT ST: 12 13 UELA GIRON, Ci y Clerk 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 - 3 - 1 STATE OF CALIFORNIA ) ss 2 COUNTY OF LOS ANGELES ) 3 4 I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby 5 certify that the foregoing Resolution, being Resolution No. 9380, was 6 duly adopted by the City Council of the City of Vernon at a regular 7 meeting of the City Council duly held on Monday, August 6, 2007, and 8 thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City 9 of Vernon. 10 11 MXNUELA GIR ity Clerk 12 (SEAL) 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 - 4 - EXHIBIT A MAINTENANCE AGREEMENT FOR THE VERNON POWER PLANT PROJECT LOS ANGELES COUNTY, CALIFORNIA 1877-003b SM 6629 6.15OW5 3 1. PARTIES 1.1. This Maintenance Agreement ("Agreement") is entered into by the City of Vernon ("Primary Employer"), and the State Building and Construction Trades Council of California ("State Council"), the Los Angeles/Orange Counties Building & Construction Trades Council ("Local Council") and the local unions who have executed this Agreement, all of whom are referred to collectively as the "Unions." 1.2. The Vernon Power Plant Project (the "Project") is an approximately 943 MW electric generating facility located in Vernon, California. The Primary Employer is also currently --the owner of the Project ("Owner"). It is understood and agreed by and between the P-Rarties to this Agreement that the final plans for the Project may be subject to modifications and approval by those public agencies possessing lawful approval authority over the Project and that this Agreement applies to the Project as it is finally approved by such entities and agencies. 1.3. Primary Employer is a municipality that provides electric service to its residents and businesses. The Primary Employer will construct, operate and maintain the Project through its employees, contractors and agents. Primary Employer controls the site at which the Project will be constructed. Primary Employer performs construction work with its employees and reserves the right to directly perform construction on the Project with its own employees. Subject to the provisions of � "�� -eran Applicable Agreement (as defined in Seetion1.6Article 3), Primary Employer shall retain the right to control and coordinate all pProject construction work by determining work scheduling, including uniform start times, the necessity for and the times of shift work, by directly enforcing any drug and alcohol abuse policy which is agreed to by any contractor or subcontractor and the Local Council, and otherwise directly removing any employee whether employed directly or by any contractor or subcontractor for breach of reasonable rules promulgated by Primary Employer governing conduct on the job. Primary Employer shall have the right upon receipt of the written complaint of any 1877-003b SDV-56 iN8—i er 5 3 1 employee to order corrective action necessary to maintain reasonable and lawful standards for work place health and safety. Primary Employer shall act as the coordinator, participate in monthly labor/management meetings, participate in pre job conferences and mark-up meetings, and, at its option, participate in the resolution of any grievances. 1.4. As provided below, all project managers, construction and maintenance managers, contractors, subcontractors or other persons or entities assigning, awarding or subcontracting Covered Work (as defined in Article 2), or authorizing another party to assign, award or subcontract Covered Work, or performing Covered Work will be subject to this Agreement by executing Attachment A, the Employer Agreement to be Bound (all of whom, including the Primary Employer, are individually and collectively referred to as "Employer" or "Employers"). 1.5. The Unions are labor organizations whose members are construction industry employees who generally work in close proximity to one another at construction job sites and whose jobs are closely related and coordinated. Each of the Unions is a party to a multi -employer collective bargaining agreement ("Master Agreement") that covers the geographic area of the Project. Where the term Master Agreement is used, it means the existing Master Agreement currently in effect as to each of the Unions. 1.6. A large labor pool represented by the Unions will be required to execute the construction maintenance work involved in the Project. Employers wish, and it is the purpose of this Agreement, to ensure that a sufficient supply of skilled craft workers are available at the Project, that all construction maintenance work and related work performed by the members of the Unions on this Project shall proceed continuously, without interruption, in a safe and efficient manner, economically with due consideration for the protection of labor standards, wages and working conditions. 1877-003b 2 SM462984 i 5629R5.3 1.7. The parties acknowledge that plant maintenance repair and renovation involves units that must keen operating or, if shut down must be brought up as soon as practicable. This means that some of the work will be urgent or emergency in nature and therefore will require at times the acceptance of extreme fluctuations in labor demand The Unions completely understand the necessity of these demands and will make every effort, including requesting assistance from other local Unions to fulfill the labor requirements of the Employers under this Agreement 1.8. 3-.7-In furtherance of these purposes and to secure optimum productivity, harmonious relations between the parties and the orderly performance of the work, the parties to this Agreement agree to establish adequate and fair wage levels and working conditions and to protect the Project against strikes and lockouts and other interference with the process of the work, including interference that may arise at a common-situs jobsite if union employees have to work along side non -union employees in their own craft or in those other crafts with which they generally work in close proximity performing work that is closely related and coordinated. 1.9. 4-.8:-In the interest of the future of the construction industry in the local area, of which the Unions are a vital part, and to maintain the most efficient and competitive posture possible, the Unions pledge to work and cooperate with the management of the Project to produce the most efficient utilization of labor and equipment in accordance with this Agreement. 2. SCOPE OF AGREEMENT 2.1. This Agreement applies to all major maintenance work to be performed on the Project which is not excluded by Section 2.2 below ("Covered Work"), and includes all planned outage maintenance, major overhauls, and other major maintenance work performed on the Project that is contracted out 1877-003b 3 SDlsr�_ 299999 Sh228&3 to a contractor primarily engaged in the construction industry. All work within 2.2. The following work is excluded from the scope of this Agreement: 2.2.1. Work which is performed by an Original Equipment Manufacturer's ("OEM") labor forces for warranty, repair or maintenance on the vendor's equipment if required by the OEM's warranty agreement between the OEM and the Owner, or work which is performed by OEM labor forces pursuant to a long-term parts and service agreement with the Primary Employer f, provided those labor forces are paid a comparable wage and benefit package no less than the total wage and benefit package of the craft union affiliated with the State Council which would normally and customarily have craft jurisdiction over that work.l 2.2.2. Construction or repair work performed by the Primary Employer's or Owner's general or EPC contractor under a Project Labor Agreement approved by the Councils and the Primary Emnlover and/or Owner. 2.2.3. Work performed by technical representatives or technicians performing specialized work on equipment where such employees have special or unique skills or experience on that equipment which employees represented by the Unions do not possess. Where practicable, prior notice shall be given to the Local Council before technical representatives or technicians perform any work. Employer. 2.2.4. Work performed by regular employees of Primary 2.2.5. ` .` . . Work performed by non -construction craft employees such as supervisors not covered by a collective bargaining agreement- technical or non -manual employees, executives, civil, mechanical or other licensed engineers, office and clerical employees drafters supervisors timekeepers, messengers, inspectors, or any other employee above the classification of general foreman 1877-003b 4 sD\%N85 62985.3 2.2.6. Work that is immediately necessary to repair a unit or niece of equipment as the result of an emergency, act of God, or other sudden unexpected events outside of the control of the Primary Employer, provided that no union contractor is immediately available to perform the work on reasonable terms This provision shall not be used to evade the terms and conditions of a Master Agreement or other collective bargaining agreement. 2.2.7. Any work outside the fence line of the Project shall be included only if under the direct control of Primary Employer, 2.2.8. Work which consists of the furnishing or delivery of materials, supplies or equipment to the Project. Company. 2.2.9. 2-.2-.-R-Work performed by regular employees of Petrelli Electric 2.2.10. 2-.2-.6-Work if, at the time the work is to be performed, at least three union signatory contractors are not reasonably available to bid the work. "Reasonably available" includes, but is not limited to, contractors who are regularly in the business for services required by Primary Employer and whohaveavailable sufficient numbers of employees with requisite skills. 2.2.11. Work performed by employees reporting, either directly or indirectly, to local, state or federal governmental agencies (e.g.. CBO Inspectors) or Owner's or Primary Employer's Contractor's quality control employees. 2.2.12. Work which is not planned more than 14 days in advance and which takes fewer than 300 hours to complete. 3. CONTRACTING AND SUBCONTRACTING 1877-003b 5 SMsr_,T2994ac.1 3 3.1. Primary Employer, and each other Employer, as defined in Section 1.4, agree that they will contract for the assignment, awarding or subcontracting of Covered Work, or authorize another party to assign, award or subcontract Covered Work, only to a person, firm, corporation or other entity that, at the time the contract is executed, has become a party to this Agreement by executing Attachment A, the Employer Agreement to be Bound. 3.2. Primary Employer and each other Employer, as defined in Section 1.4, agree that they will subcontract Covered Work only to a person, firm, corporation or other entity who is or becomes party to this Agreement and who is or becomes bound for purposes of performing Covered Work to either a local, area or regional Master Agreement with the craft Union having traditional and customary building trades craft jurisdiction over the work or, only in the case of a national contractor, a national agreement with the International Union(s) of the craft Union(s) having traditional and customary jurisdiction over the work. Any Employer (including Primary Employer) performing Covered Work on the Project shall, as a condition to working on the Project, become signatory to this Agreement, and perform all work under the terms of this Agreement and the applicable Master Agreement the "Applicable Agreement"). Before being authorized to perform any Covered Work, Employers (other than Primary Employer) shall become a party to this Agreement by signing Attachment A, the "Employer Agreement to be Bound" and Attachment B, the "Subscriber Agreement." Every Employer shall notify the Local Council and the State Council in writing within five business days after it has subcontracted work, and shall at the same time provide to the Local Council and the State Council a copy of the executed Employer Agreement to be Bound and Subscriber Agreement, Any Employer not already bound to an Applicable Agreement, who sins or becomes bound to such a multi -employer, area, regional, or national agreement to perform Covered Work on the Project, shall not be required to apply the terms of that agreement to any other construction proiect. 1877-003b 6 SM462_,,�9„-,__ua r50 85.3 3.2.1. All work within the scone of the Joint National Industrial Agreement for Instrument and Control System Technicians or its successor may, at the option of the Employer be performed under the terms of that Agreement or its successor agreement. 3.3. Nothing in this Agreement shall in any manner whatsoever limit the rights of the Primary Employer, or any other Employer, to subcontract Covered Work or to select its contractors or subcontractors, provided, however, that all Employers, at all tiers, assigning, awarding, contracting or performing, or authorizing another to assign, award, contract or perform Covered Work shall be required to comply with the provisions of this Agreement. Primary Employer and every other Employer shall notify each of its contractors and subcontractors of the provisions of this Agreement and require as a condition precedent to the assigning, awarding or subcontracting of any Covered Work or allowing any subcontracted Covered Work to be performed, that all such contractors and subcontractors at all tiers become signatory to this Agreement, bound to the Master Agreement for this Project and signatory to the Subscriber Agreement as required by this Agreement. Any Employer that fails to provide the Local Council and State Council with the Employer Agreement to be Bound and Subscriber Agreement executed by its contractor or subcontractor shall be liable for any failure of that contractor or subcontractor, or any contractor or subcontractor at a lower tier, to comply with the provisions of this Agreement, including any, contributions to any trust funds that the contractor or subcontractor, or any subcontractor to that subcontractor, fails to make. 3.4. Work within the craft jurisdiction of the Elevator Constructors will be performed under the terms of the National Agreements of the International Union of Elevator Constructors. 3.5. The furnishing of materials. supplies or equipment and the delivery thereof shall in no case be considered subcontracting. 1877-003b 7 SD\.c(_ ,r,, 562 -85.3 3.6. The Owner or Primary Employer may choose to perform any work with its regular work force for operations and maintenance or directly purchase any parts or materials for the work necessary on the Project. 4. WAGES AND BENEFITS 4.1. All employees covered by this Agreement (including foremen and general foremen if they are covered by the Master Agreement) shall be classified and paid wages, other compensation including but not limited to travel, subsistence, and shift premium pay, and contributions made on their behalf to multi -employer trust funds, all in accordance with the then current multi -employer Master Agreement of the applicable Union. 4.2. Any special interest bargaining which establishes wage rates, classifications, zones, or wage escalations which apply exclusively to the Project will not be recognized. In addition, there shall be no redlining of the Project in any future multi -employer collective bargaining agreements by singling out, either by name or by effect, the Project or the Employers for less favorable wages, benefits or working conditions than are generally accorded other industrial projects in the same general geographic area. 4.3. All terms and conditions of employment applicable to the Project and not covered herein are subject to negotiation between the Primary Employer (or applicable Employer) and the Union unless it is the subject to an agreement authorized in Article 3 above 4.4. The parties agree that this Agreement provides for wages and benefits consistent with California prevailing wage law. The Unions agree that any dispute concerning the appropriate wage rate for Covered Work under this Agreement should be resolved solely under the grievance procedure provided in Section 8.3 of this Agreement, and that the Unions 1877-003b 8 SD\c r.2_ �_c <, r 562985.3 and each of them will not seek to resolve any issue over the applicable wage rate in any other forum, including but not limited to the California Department of Industrial Relations 5. UNION RECOGNITION 5.1. The Employers recognize the Unions signatory to this Agreement as the sole and exclusive collective bargaining agents for their respective construction craft employees performing Covered Work for the Project, and further recognize the traditional and customary craft jurisdiction of each Union. 5.2. All employees performing Covered Work shall be or shall become and then remain members in good standing of the appropriate Union as a condition of employment on or before the eighth (8th) day of employment, or the eighth (8th) day following the execution of this Agreement, whichever is later. Nothing in this Agreement shall in any manner whatsoever limit the rights of Primary Employer or any Employer to select any contractors to perform portions of the Covered Work on the Project whether or not such contractors are signatories to any Applicable Agreement or employ members of any signatory Union. Any Employer performing Covered Work on the Project shall as a condition to working on the Project become bound by and perform all Covered Work on the Project under the terms of this Agreement and the Applicable Agreement 5.3. The Unions shall be the primary source of all craft employees for Covered Work for the Project. Employers agree to be bound by the hiring and layoff practices of the respective Union, including hiring of apprentices, and to utilize its registration facilities and referral systems:, provided that such hiring practices and referral systems have not been found to violate State or Federal law by, among other things, discriminating on the basis of union membership or non -membership, or on the basis of race, creed color, sex reHaion. affe 1877-003b 9 SD\462995b562985-1 or national origin. Further, in the event that the Unions' hiring practices or referral system are found to violate State or Federal law, the Unions hereby agree to indemnify Employers for any damages which Employers become obligated to pay as a result of any judgment or settlement in any action based on such violation(s) and for any expenses costs and attorney's fees incurred by Employers in defending any action based on such violation(s). In the event that the Employer(s)' hiring practices are found to violate State or Federal law, the Employer(s) hereby agree to indemnify the Unions for any damages which Unions become obligated to nay as a result of any judgment or settlement in any action based on such violation(s) and for any expenses. costs and attornev's fees incurred by the Unions in defending any action based on such violation(s) 5.4. In the event the referral facilities maintained by the Unions do not refer the employees as requested by the Employer within a forty eight (48) hour period after such requisition is made by the Employer (Saturdays, Sundays and Holidays excepted), the Employer may employ applicants from any source, tbut shall arrange for a dispatch to be issued for such applicant from the Union within twenty four (24) hours of the commencement of employment and the dispatch shall upon request be issued to the Union to the employee. Employer will notify the Unions of such gate-hires.l The Employer(s) shall have the right to reject any applicant referred by the Unions) 5.5. Each Union shall have the right to designate a working journeyperson as a steward. The steward shall be a qualified employee performing the work of that craft and shall not exercise any supervisory functions. Each steward shall be concerned with the employees of the steward's Employer and not with the employees of any other Employer: A steward shall be allowed sufficient time to perform his duties. [DELETE? 1 1877-003b SDlci �s�_, _vc; i fi2yR5.3 10 6. WORK STOPPAGES AND LOCKOUTS 6.1. During the term of this Agreement there shall be no strikes, sympathy strikes, picketing, work stoppages, slow downs, interference with the work or other disruptive activity for any reason by the Union or by any employee and there shall be no lockout by any Employer. Failure of any Union or employee to cross any picket line established at the Employer's pProject site is a violation of this Article. 6.2 The Union shall not sanction, aid or abet, encourage or continue any work stoppage, strike, picketing or other disruptive activity at the Employer's pProject site and shall undertake all reasonable means to prevent or to terminate any such activity. No employee shall engage in activities which violate this Article. Any employee who participates in or encourages any activities which interfere with the normal operation of the pProject shall be subject to disciplinary action, including discharge, and if justifiably discharged for the above reasons, shall not be eligible for rehire on the same }pProject for a period of not less than ninety (90) days. 6.3. The Union shall not be liable for acts of employees for which it has no responsibility. The business manager(s) of the respective local union(s) will immediately instruct, order and use the best efforts of his office to cause the local union(s) to cease any violations of this Article. The principal officer or officers of a local union will immediately instruct, order and use the best efforts of his office to cause the employees the local union represents to cease any violations of the Article. A local union complying with this obligation shall not be liable for unauthorized acts of employees it represents. The failure of the Employer to exercise its right in any instances shall not be deemed a waiver of its right in any other instance. 6.4. The Union(s) agrees that if any union or any other persons, whether parties to this Agreement or otherwise, engage in any picketing or work stoppages, the signatory Unions shall consider such work stoppage or picketing to be illegal, and refuse to honor such picket line or work stoppage. 1877-003b 11 SDI 62'us.,5fi2985.'i 6.5. In the event of any work stoppage, strike, sympathy strike, picketing interference with the work or other disruptive activity in violation of this Article, the Employer may suspend all or any portion of the pProject work affected by such activity at the Employer's discretion and without penalty. 6.5.1. There shall be no strikes, sympathy strikes, picketing, work stoppages, slowdowns, interference with the work, or other disruptive activity, affecting the pProject site during the term of this Agreement. Any Union which initiates or participates in a work stoppage in violation of this Article, or which recognizes or supports the work stoppage of another Union which is in violation of this Article, agrees as a remedy for said violation, to pay liquidated damages in accordance with Section 6.6.8 of this Article. 6.6. In lieu of, or in addition to, any other action at law or equity, any party may institute the following procedure when a breach of this Article is alleged, after the Union(s) and/or local union(s) has been notified of the fact. 6.6.1. The party invoking this procedure shall notify Norman Brand or Joe Grodin who the parties to this agreement agree shall be the permanent Arbitrators under this procedure. In the event that either of the permanent Arbitrators is unavailable at any time, the American Arbitration Association shall select an alternative arbitrator within twenty-four (24) hours of notice. Notice to the Arbitrator shall be by the most expeditious means available, with notice by fax or electronic means or any other effective written means, to the party alleged to be in violation and the involved International Union President, and or local union. 6.6.2. Upon receipt of said notice the Arbitrators named above shall set and hold a hearing within twenty-four (24) hours if it is contended that the violation still exists. 6.6.3. The Arbitrator shall notify the parties by fax or electronic means or any other effective written means, of the place and time he has chosen for this hearing. Said hearing shall be completed in one session. A failure of any party or 1877-003b 12 sD\-"'���_, 5fi2985.3 parties to attend said hearing shall not delay the hearing of evidence or. issuance of an Award by the Arbitrator. 6.6.4. The sole issue at the hearing shall be whether or not a violation of this Article has in fact occurred. The Award shall be issued in writing within three (3) hours after the close of the hearing, and may be issued without an Opinion. If any party desires an Opinion, one shall be issued within fifteen (15) days, but its issuance shall not delay compliance with, or enforcement of, the Award. The Arbitrator may order cessation of the violation of this Article by the Union, and such Award shall be served on all parties by hand or registered mail upon issuance. 6.6.5. Such Award may be enforced by any court of competent jurisdiction upon the filing of this Agreement and all other relevant documents referred to hereinabove in the following manner. The fax or electronic notice of the filing of such enforcement proceedings shall be given to the other party. In the proceeding to obtain a temporary order enforcing the Arbitrator's Award as issued under Section 6.6.4 of this Article, all parties waive the right to a hearing and agree that such proceedings may be ex parte. Such agreement does not waive any party's right to participate in a hearing for a final order of enforcement. The Court's order or orders enforcing the Arbitrator's Award shall be served on all parties by hand or by delivery to their last known address or by registered mail. 6.6.6. Any rights created by statute or law governing arbitration proceedings inconsistent with the above procedure or which interfere with compliance therewith are hereby waived by the parties to whom they accrue. 6.6.7. The fees and expenses of the Arbitrator shall be borne by the party or parties found in violation, or in the event no violation is found, such fees and expenses shall be borne by the moving party. 6.6.8. If the Arbitrator determines that a violation has occurred in accordance with Section 6 above, the party or parties found to be in violation shall 1877-003b 13 SDV4&2--c . i 5 Z285.3 pay as liquidated damages, the following amounts: for the first shift in which the violation occurred, $ 6,09fl25.000; for the second shift, $28;99925.000; for the third shift, $25,000; for each shift thereafter on which the craft has not returned to work, $25,000 per shift. The Arbitrator shall determine whether the specified damages in this Section shall be paid to the Owner or the Primary Employer. The Arbitrator shall retain jurisdiction to determine compliance with this section and this Article. 6.7. The procedures contained in Section 6.6 shall be applicable to alleged violations of this Article. Disputes alleging violation of any other provision of this Agreement, including any underlying disputes alleged to be in justification, explanation or mitigation of any violation of this Article, shall be resolved under the grievance procedures of Article 8. 6.8. Notwithstanding the provisions of Section 6.1 above, it is agreed that, with twenty four (24) hour prior notice to the Primary Employer, a Union retains the right to withhold the services of its members from a particular contractor or subcontractor who fails to make timely payments to the Union's benefit plans, or fails to timely pay its weekly payroll, in accordance with its agreements with the Union; provided, however, that in the event the Union or any of its members withholds their services from such contractor or subcontractor, Primary Employer shall have the right to replace such contractor or subcontractor with any other contractor or subcontractor who executes the Agreement to be Bound. 6.9. In the event that any applicable labor agreement expires and the parties to that agreement fail to reach agreement on a new contract by the date of expiration, a Union shall continue to provide employees to the Employers working on the Project under all the terms of the expired agreement until a new agreement is negotiated, at which time all terms and conditions of that new agreement shall be applied to Covered Work at the Project, except to the extent they conflict with any provision of this Agreement. In addition, if the new labor agreement provides for wage or benefit increases, then any Employer shall pay to its employees who 1877-003b 14 performed Covered Work at the Project during the hiatus between the effective dates of such labor agreements, an amount equal to any such wage and benefit increases established by the new labor agreement for such work performed. 7. HOURS, SHIFT TIMES, HOLIDAYS AND WORKING CONDITIONS 7.1. The standard work day shall consist of eight (8) hours of work between 6:00 a.m. and 5:30 p.m. with one-half hour designated as an unpaid period for lunch. The standard work week shall be five (5) consecutive days of work commencing on Monday. Nothing herein shall be construed as guaranteeing any employee eight (8) hours of work per day or forty (40) hours of work per week. 7.2. Common shifts during the standard work day may be established when considered necessary by the Employer The Employer shall provide at least one week notice to the Local Council and the Unions involved prior to any change in shift time except in unforeseen circumstances, in which case notice shall be given as soon as practicable Any shifts established shall continue for the established work week If a Local Agreement provides for a different work shift schedule the Employer may opt for that schedule for that craft 7.3. It is recognized by the parties to this Agreement that the standard work week may not be desirable or cost effective for some projects, and other arrangements for hours of work will be considered Such proposed modifications to the standard work week shall be worked out between the Primary Employer and the Union Project schedule manpower requirements, the geographic locations of the project and other appropriate factors, will be taken into consideration by the parties in reaching an understanding on work schedules. 7.4. q:2-Recognized holidays shall be as follows: New Year's'Day, Martin Luther King, Jr. Day, Presidents' Day, Memorial Day, Fourth of July, Labor Day, 1877-003b 15 SD\ 62995.47562' S.`i Veterans Day, Thanksgiving Day, Day after Thanksgiving; and Christmas Day. Under no circumstances shall any work be performed on Labor Day except in cases of emergency involving life or property. In the event a holiday falls in Saturday, the previous day, Friday, shall be observed as such holiday. In the event a holiday falls on Sunday, the following day, Monday, shall be observed as such holiday. There shall be no paid holidays. If employees are required to work on a holiday, they shall receive the appropriate rate: but in no case shall such overtime rate be more than double the -straight time rate 7.5. E 3. Except as enumerated in this Agreement, all other terms and conditions of employment described in the appropriate Local Agreement shall apply. 8. GRIEVANCE PROCEDURE 8.1. It is mutually agreed that any question arising out of and during the term of this Agreement involving its interpretation and application (other than jurisdictional disputes or successorship) shall be considered a grievance. Questions between or among parties signatory to a Master Agreement arising out of or involving the interpretation of a Master Agreement shall be resolved under the grievance procedure provided in that Master Agreement. 8.2. The Primary Employer and other Employers, as well as the Unions, may bring forth grievances under this Article. 8.3. A grievance shall be considered null and void if not brought to the attention of the Employer(s) within five (5) working days after the incident that initiated the alleged grievance occurred or was discovered, whichever is later. The term "working days" as used in this Article shall exclude Saturdays, Sundays or holidays regardless of whether any work is actually performed on such days. 8.4. Grievances shall be settled according to the following procedure except that grievances that do not involve an individual grievant shall be discussed by the Primary Employer, State Council and Local Council and then, if not resolved within 1877-003b 16 SM:56,1984 562985.3 5 working days of written notice unless extended by mutual consent, commence at Step 4; Step 1 The Steward and the grievant shall attempt to resolve the grievance with the craftsupervisor within five (5) working days after the Grievance has been brought to the attention of the Employer. Step 2 In the event the matter remains unresolved in Step 1 above after five (5) working days, within five (5) working days thereafter, the alleged grievance may be referred in writing to the Business Manager(s) of the Union(s) affected and the project manager or Labor Relations representative of the Employer(s) for discussion and resolution. A copy of the written grievance shall also be mailed/faxed/emailed to the Primary Employer. Step 3 In the event the matter remains unresolved in Step 2 above within five (5) working days, within five (5) working days thereafter, the grievance may be referred in writing to the Business Manager(s) of the affected Union(s) involved and the Manager of Labor Relations of the Employer(s) or the Manager's designated representative, and the Primary Employer for discussion and resolution. Step 4 If the grievance is not settled in Step 3 within five (5) working days, either party may request the dispute be submitted to arbitration or the time may be extended by mutual consent of both parties. The request for arbitration and/or the request for an extension of time must be in writing with a copy to the Primary Employer. S o 'd the parties he parties agree that Louis Ziaman, Douglas Collins, and Howard Block shall be the permanent arbitrators for purposes of this Article 8. Should the permanent arbitrators be unavailable and the parties are unable to mutually agree on the selection of an Arbitrator, selection for that given arbitration shall be made by seeking a list of seven 1877-003b 17 3M462n�,_94 ' 5-62985.3 (7) arbitrators from the Federal Mediation and Conciliation Service and alternately striking names from the list of names on the list until the parties agree on an Arbitrator or until one name remains. The first party to strike a name from the list shall alternate between the party bringing forth the grievance and the party defending the grievance. Primary Employer shall keep a record of the sequence and shall notify the parties to the grievance as to which party has the right to strike a name first. 8.5. The Arbitrator shall conduct a hearing at which the parties to the grievance shall be entitled to present testimonial and documentary evidence. Hearings will be transcribed by a certified court reporter. The parties shall be entitled to file written briefs after the close of the hearing and receipt of the transcript. 8.6. Upon expiration of the time for the parties to file briefs, the Arbitrator shall issue a written decision that will be served on all parties and on the Primary Employer. The Arbitrator's decision shall be confined to the issue(s) posed by the grievance and, except as provided in Section 13.1.1, the Arbitrator shall not have the authority to modify, amend, alter, add to or subtract from, any provision of this Agreement. The Arbitrator shall have the authority to utilize any equitable or legal remedy to prevent and/or cure any breach or threatened breach of this Agreement. The Arbitrator's decision shall be final and binding as to all parties signatory to this Agreement. 8.7. The cost of the Arbitrator and the court reporter, and any cost to pay for facilities for the hearing, shall be borne equally by the parties to the grievance. All other costs and expenses in connection with the grievance hearing shall be borne by the party who incurs them. 8.8. Any party to. a grievance may invite the Primary Employer to participate in resolution of a grievance. The Primary Employer may, at its own initiative, participate in Steps 1 through 3 of the grievance procedure. 1877-003b 18 SDk &29 c4562y85.3 8.9. In determining whether the time limits of Steps 2-4 of the grievance procedure have been met, a written referral or request shall be considered timely if it is personally delivered, faxed or postmarked within the five (5) working day period. Any of the time periods set forth in this Article may be extended in writing by mutual consent of the parties to the grievance, and any written ,referral or request shall be considered timely if it is personally delivered, faxed or postmarked during the extended time period. 9. JURISDICTIONAL DISPUTES_ [CONFORM TO PLA?l 9.1. The assignment of work will be solely the responsibility of the Employer performing the work involved, and work shall be made in ., ,,,,or t r witlassined based on traditional and customary building trades craft jurisdiction. All jurisdictional disputes between or among the Unions and their employees, parties to this Agreement, shall be settled and adjusted according to the plan described in this Article 9. Decisions rendered shall be final, binding and conclusive on the Employers involved and the Unions that are parties to this Agreement. ProvisionsThe provisions of Article 6.1 apply to any issues associated with jurisdictional disputes. 9.2. A party challenging an assignment shall notify all affected Unions, the Employer and the Council, by facsimile, within two (2) days of the time that a dispute occurs. All disputes involving craft work assignments shall be referred to the Local Council which shall convene a meeting with the affected Unions and Employer within two (2) days. Should the Local Council, the affected Unions and the Employer fail to resolve the dispute within five (5) working days from the date they were notified of the dispute, then the matter shall be immediately referred to the affected International Unions with which the local unions are affiliated and they and the Employer shall have the opportunity to resolve the dispute. 9.3. Should the International Unions and the Employer fail to resolve the 1877-003b 19 SD\462 ,Tug r 5fi29R5.3 dispute within five (5) working days from the date they were notified of the dispute, then the matter shall be referred by facsimile by any International Union or Employer directly involved in the dispute for arbitration to the arbitrator, chosen by the International Unions from among Gerald McKay, Thomas Angelo, William Riker and Emily Maloney, to resolve jurisdictional disputes under this procedure. 9.4. The arbitrator will set and hold a hearing within seven (7) days of the referral to him or her. The arbitrator shall notify the Employer and the appropriate International Unions by facsimile of the place and time chosen for the hearing. A failure of any party or parties to attend said hearing without good cause, as determined by the arbitrator, shall not delay the hearing of evidence or issuance of a decision by the arbitrator. The time period set forth herein can be extended by mutual agreement of the parties in writing. 9.5. The arbitrator shall issue a decision within three (3) days after the case has been closed. The decision of the arbitrator shall be final and binding on all parties to the dispute. This action of the arbitrator shall be predicated upon the particular facts and evidence presented regarding this dispute and shall be effective only on this particular job. 9.6. In rendering the decision, the arbitrator shall determine first, whether a previous decision or agreement of record between the parties to the dispute governs. If the arbitrator finds that the dispute is not covered by an appropriate or applicable decision or agreement of record, the arbitrator shall then consider whether there is an applicable agreement between the crafts governing the case. If no such agreement is in effect, the arbitrator shall then consider the established trade practice and prevailing practice in the locality. 9.7. The arbitrator is not authorized to award back pay or any damages for a mis assignment of work, except for a knowing mis-assignment of work. Nor may any party to this procedure bring an independent action for back pay or any other damages, based upon a decision of the arbitrator. 1877-003b 20 $D\.S/2(_v 44!r44G 1562 M3 9.8. Each party to the arbitration shall bear its own expense for the arbitration. The fees and expenses of the arbitrator will be shared equally by the affected International Unions and the Employer. 9.9. The Employer shall not be subject to disputes regarding work assignments made by its subcontractors. However, the Employer must ensure that its subcontractors, performing work under the terms and conditions of this Agreement, follow the procedures of this Article. 9.10. In case of a jurisdictional dispute involving a Union or Unions not party to this Agreement, such dispute will be referred to the General Presidents of the Unions involved and the Employer for resolution. 10. GENERAL WORKING CONDITIONS 10.1. Employment begins and ends at the Proiect site. 10.2. The selection of craft foremen and/or -general foremen shall be entirely the responsibility of the Employer, it being understood that in the selection of such foremen and/or general foremen the Employer will give primary consideration to the qualified individuals referred to the Employer who are available in the local area. After giving such consideration. the Employer may select such individuals from other areas The number of foremen and general foremen required shall be in ,accordance with the respective local craft Master Agreements All foremen shall take orders from the designated Employer representatives Craft foremen shall be designated working foremen at the request of the Employer, in accordance with the Master Agreement. 10.3. There shall be no limit on production by employees or restrictions on the full use of tools or equipment Employees using tools shall perform any of the work of the trade and shall work under the direction of the craft foremen. There shall be no restrictions on efficient use of manpower other than as may be required by safety regulations 1877-003b 21 SDV 6298c45629SU 10.4. Employees shall be at their place of work and ready to work at the starting time (which is the gang box, tool box or place where the foreman gives instructions to employees). A reasonable time will be allowed for employees to put company and personal tools in secured storage. and return to the parking lot by quitting time. The Employer will provide adequate facilities for checking in and out in an expeditious manner. 10.5. The Employer may utilize the most efficient methods or techniques of construction, tools or other labor saving devices to safely accomplish the work Practices not a part of the terms and conditions of this Agreement or the Master Agreement, stand by crews and feather bedding practices will not be recognized. 10.6. Individual seniority shall not be recognized or applied to employees working on projects under this Agreement. 10.7. The Employer shall establish and employees shall observe such reasonable project job site work rules as the Employer deems appropriate. These rules will be reviewed and discussed at the pre -job conference distributed to all employees, posted at the project site by the employer, and may be amended thereafter as necessary. 11. MANAGEMENT RIGHTS 11.1. The Employer retains and shall exercise full and exclusive authority and responsibility for the management of its operations and work forces. except as expressly limited by the terms of this Agreement or the Master Agreement. This authority includes, but is not limited to, the right to• 11.1.1. Plan, direct and control the operation of all the work. 1877-003b 22 SMU)—l-4 c � M2985.3 the work. 11.1 2 Decide the number and type of employees required for 11.1.3. Hire, promote and lay off employees as deemed appropriate to meet work requirements and/or skills required. 11.1.4. Discharge. suspend or discipline employees for just cause as provide in the work rules. 11.1.5. Assign and schedule work at its sole discretion and determine when overtime will be worked There shall be no refusal by a Union to perform work, including overtime work. assigned. Such cases shall be subject to the grievance procedure. 11.1.6. Utilize any safe work methods, procedures or techniques and select and use any type or kind of materials, apparatus or equipment regardless of source, manufacturer or designer, except as limited by Section 2.1. 11.1.7. The Primary Employer and Employers shall have the right to implement a drug and alcohol testing program consistent with accepted industry practice in the area, including pre -hire, post -accident. and reasonable suspicion testing, as agreed to by the Local Council. The Local Council's agreement shall not be unreasonably withheld. With regard to employees performing work on gas pipelines specifically, Primary Employer and Employers shall have the right to implement a drug and alcohol testing program in compliance with and to the extent required by the Department of Transportation regulations. 11.1.8. The foregoing listing of management rights shall not be deemed to exclude other functions not specifically set forth herein The Employers, therefore, retain all legal rights not specifically enumerated in this Agreement. 1877-003b 23 SD\4624� y_;�,sc4S62985.3 12. A—. JOINT LABOR/MANAGEMENT MEETINGS 12.1. 48-1-During the period of any work performed under this Agreement that is scheduled to last longer than 60 days, a joint Labor/Management meeting will be held on an approximately monthly basis or more frequently as needed between the Owner, the eontr etors and subeontraetorsEmployers, and the signatory Unions. The purpose of these meetings is to promote harmonious labor/management relations, ensure adequate communications and advance the proficiency and efficiency of the craft workers and contractors performing work at the Project. These monthly (or more frequent) meetings will also include discussion of the scheduling and productivity of work performed at the Project. 12.2. 44.2-Except for an emergency or a job of two (2) weeks or, less, a Pre -Job Conference will be held prior to the commencement of work to establish the scope of work in each Employer's contract. When a contract has been let to an Employer(s) covered by this Agreement, a Pre -Job Conference and/or Mark -Up Meeting will be required with the contractor prior to each contractor or subcontractor mobilizing on site and beginning contract work. The results of a Pre -Job Conference and/or Mark -Up Meeting shall be provided to the Owner and the Unions in writing. 13.E SUCCESSORSHIP 13.1. 44 This Agreement is and shall be binding and legally effective upon (i) any successor to Owner, whether by merger, consolidation, acquisition or otherwise, and Gi) any person or entity that acquires all or any portion of Owner's right, title or interest in the Project whether by sale, lease, or other transfer, or contribution to partnership, joint venture or other entity; provided, however. that this Agreement shall not be binding upon any successor or transferee who takes title to the Project by reason of the default of the Owner 1877-003b 24 SM462 sec �562985-3 pursuant to any loan or financing agreement or because of the bankruptcy or insolvency of the Owner. Any agreement for a sale, lease, contribution or other transfer of the Project by the Owner, or an agreement for a merger or acquisition including ownership or control of Owner, shall include an express assumption of the obligations and undertakings of Owner under this Agreement, including this successorship provision. Within five (5) days following the close of any sale, acquisition, merger, lease or other transfer covered by this Section 11.1, Owner shall provide the State Council and the Local Council with written notice thereof and an original, executed assumption of this Agreement. Any sham transfer is a breach of this clause and shall not release Owner from any of its obligations or undertakings under this Agreement. 13.2. irL The parties agree that`. (i) if Owner breaches Section 34-.13.1. and (ii) Covered Work is performed by a contractor or subcontractor that is not in compliance with the provisions of Article 3, then Owner shall pay liquidated damages, as described in Section 44�-3-13.3. to compensate for the actual damages caused by reason thereof. The parties agree that such damages would be unreasonably difficult, costly, inconvenient or impracticable to calculate and, accordingly, they agree to liquidated damages, which bear a reasonable relationship to the actual harm suffered by the Unions and their members, as provided in Section 34-413.3 ("Liquidated Damages"). 13.3. 31.3-In that Liquidated Damages are owed as described in Section a-1-.2-,13.2. Owner shall pay Th twenty Dollars ($90�020.00) for each hour that work was performed on the Project within the scope of this Agreement by employees of contractors or subcontractors who are not signatory to this Agreement. The liquidated damages shall be paid as follows: PWteenTen Dollars ($16.0010.00) per hour to the qualified pension plan and fiftee-nten Dollars ($16.0010.00) per hour to the qualified health and welfare plan of the Union(s) having jurisdiction over the work performed by the contractor(s) or subcontractor(s) not signatory to this 1877-003b 25 Agreement. The parties agree that a Union shall enforce, collect and receive liquidated damages pursuant to Article -1413 on behalf of its qualified pension plan and its qualified health and welfare plan. The qualified pension plans and the qualified health and welfare plans shall have no right to independently enforce the provisions, including but not limited to, the liquidated damage provisions contained in Article 1+:13. 13.4. In no event shall the liquidated damages payable under Section 13.3 exceed a total amount of $1.000 000 In the event that pending claims would result in a payment in excess of $1.000 000 the total claims shall be prorated based on the number of hours worked by contractors or subcontractors in violation of Section 3.1 so that the total payment of claims does not exceed 1 000 000 13.5. 34-.4-Upon execution and delivery of an agreement assuming all the obligations of this Agreement, and determination by the Unions that the successor is financially responsible, Owner shall be released from liability for the payment of liquidated damages under Section 13.3 and Owner shall have no liability for any breach of this Agreement by a successor employer or contractor. A successor shall be considered financially responsible if the Unions, in the exercise of their reasonable judgment, determine that the successor is financially capable of completing the Project and complying with the obligations and undertakings of the Primary Employer under this Agreement, including any obligation to pay liquidated damages under Section +1-.843.3. 13.5.1. 44-.44 The Unions authorize the Local Council to execute and deliver a release on their behalf pursuant to a resolution adopted at a duly noticed meeting of the Local Council. 13.6. 44-�-This Article -1413 shall be enforceable in any court of competent jurisdiction, and shall not be subject to the grievance procedure of Article 8. 1877-003b 26 SD\462 ,.! 4 502M 3 14. 1877-003b 2% SD\5 2 ,,4 i 5629813 LABOR MANAGEMENT COOPERATION TRUST 14.1. 12.1:-Each Employer at every tier who performs work within the scope of this Agreement shall contribute the sum of twenty-five cents ($0.25) per hour for each hour paid for or worked by employees, and shall remit that sum by payment postmarked no later than the 15' of the month following the month in which those hours were paid for or worked, directly to the State Building & Construction Trades Council Labor Management Cooperation Trust or its designee. Each Employer shall execute a Subscriber Agreement covering these contributions, a copy of which is attached as Attachment B. 14.2. The Unions will indemnify and hold harmless the Primary Employer and all Employers on the Project covered by this Agreement from any liability for entering into or implementing this Article, or for any deficiencies in or liabilities of the organization or operation of the Trust 15. 4-3—GENERAL 15.1. 43�-If any article or provision of this Agreement shall become invalid, inoperative and/or unenforceable by operation of law or by declaration of any competent authority of the executive, legislative, judicial or administrative branches of the federal or state government, the Primary Employer and the State Council shall suspend the operation of such article or provision during the period of its invalidity, and the Primary Employer and the State Council shall negotiate in good faith in its place and stead an article or provision that will satisfy the objections to its validity and that, to the greatest extent possible, will be in accord with the intent and purpose of the article or provision in question. f The new article or provision negotiated by the Primary Employer and the State Council shall be binding on all parties signatory to this Agreement.) . . 15.1.1 If the Primary Employer and the State Council are unable within thirty (30) calendar days to negotiate a substitute article or provision, any of them may at any time thereafter submit the matter directly to interest arbitration 1877-003b 28 SDI 6299c4Sfi2)85.3 pursuant to the procedures set forth in Section 8.4, Step 4, and Sections 8.5 through 8.7. The Arbitrator shall have the authority to modify, amend and alter the Agreement by providing a substitute article or provision to replace the one(s) that have become invalid, inoperative or unenforceable. The Arbitrator's decision, and the new article or provision, shall be final and binding on all parties signatory to the Agreement.) 15.2. If any article or provision of this Agreement shall be held invalid, inoperative or unenforceable by operation of law, or by any of the above mentioned tribunals of competent jurisdiction, the remainder of the Agreement or application of such article or provision to persons or circumstances other than to which it has been held invalid, inoperative or unenforceable shall not be affected thereby. 18.3. Exeept as enumerated in this Agreement, all other terms and 15.3. The parties agree that employees are entitled to equal employment opportunity and the parties will not discriminate affainst an employee or applicant for employment because of race, creed, color, sex, sexual orientation, disability, national origin, age. religion, Vietnam veteran, or Vietnam era status, or any other basis prohibited by law. The parties also agree that no person shall be subject to unlawful harassment on any basis prohibited by law, including sexual or racial harassment. 15.4. The provisions of this Agreement shall take precedence over conflicting provisions of any Master Agreement, national agreement or any other collective bargaining agreement. 15.5. 4-34.-Each person executing this Agreement represents and warrants that he or she is authorized to execute this Agreement on behalf of the party or parties indicated. 1877-003b 29 SDlei2c, ,_,,445fii2l$5,a 15.6. This Agreement may be executed in any number of counterparts, and each counterpart shall be deemed to be an original document. All executed counterparts together shall constitute one and the same document, and any signature pages may be assembled to form a single original document. 15.7. To the fullest extent consistent with the applicable Master Agreement and trust agreement, it is agreed that any liability under this Agreement by Primary Employer, the Council. the Local Council. a Union, or any other Employer shall be several and not joint. Any alleged breach of this Agreement by a party shall not affect the rights, liabilities. obligations, and duties among the other parties or between that party and any other party. 15.8. Any notices required under this Agreement shall be given as follows: To Primary Employer: For the Unions: Robert L. Balgenorth, President State Building and Construction Trades Council of California 1225-8"' Street, Suite 375 Sacramento, CA 95814 Telephone: 916-443-3302 To the Local Council: Richard N. Slawson Los Angeles/Orange Counties Building & Construction Trades Council 1626 Beverly Blvd Los Angeles CA 90026 Telephone: 213-483-4222 With a copy to: Marc D. Joseph Adams Broadwell Joseph & Cardozo 1877-003U 30 SM462LT )"u<,'S 601 Gateway Boulevard, Suite 1000 South San Francisco, CA 94080 Telephone: 650-589-1660 1877-003b 31' SD\cr9uc M2985-3 Either party may notify the other in writing if its person designated to receive notice is changed. 16.+4-7- WAIVER 16.1. 444-The parties hereby acknowledge that this Agreement is a lawful pre -hire agreement within the meaning of Section 8M of the National Labor Relations Act; and the Primary Employer and each other Employer hereby expressly waives its right to contest, challenge, repudiate or void (hereinafter collective "challenge") this Agreement, directly or indirectly, on any basis, in any proceeding before any federal, state or local court, agency or other tribunal, including the National Labor Relations Board, or before any arbitrator or hearing officer, including any challenge to the validity of this Agreement that is raised as a defense to any action or claim brought by the Unions. This Agreement shall be a complete defense to any such challenge. 16.2. 14.2. Each Employer further agrees that it shall not solicit, finance or participate in any challenge to this Agreement by any other person or entity. Payment of regular annual dues to an organization or association does not constitute "solicitation," "financing" or "participation in" a challenge as those terms are used in this Agreement. 16.3. -This Article shall be enforced pursuant to Article 8 of this Agreement and any grievance shall commence at Step 3 of Section 8.4. The parties agree that the economic damages to the Unions from a breach of this Article include the reasonable fees and costs of defense. 17. TERM This Maintenanee Agreement shall be effective upon final completion of pre operational test . f any portion-4-the Project meaning "final acceptance" as that term is defined in the Project Labor Agreement), and shall continue for thirty (30) years thereafter, except that Primary Employer may terminate 1877-003b 32 SM-5. A 56205.3 this Agreement at any time after the commencement of operations if the maintenance work performed under this Agreement has not, in Primary Employer's reasonable business judgment, been performed safely. efficiently, or according to schedule. IN WITNESS WHEREOF, the Pparties have caused this Agreement to be executed and effective as of , 24)06 2007. CITY OF VERNON Primary Employer and Owner: 1877-003b 33 SD -56299c �5629R5:3 STATE BUILDING & CONSTRUCTION TRADES COUNCIL OF CALIFORNIA By: Robert L. Balgenorth, President LOS ANGELES/ORANGE COUNTIES BUILDING & CONSTRUCTION TRADES COUNCIL By: Richard N. Slawson Business Manager UNIONS Cxnsex't names of unxoaj 1877-003b W SDV46298c 4562985,3 ATTACHMENT A AGREEMENT TO BE BOUND MAINTENANCE AGREEMENT VERNON POWER PLANT PROJECT The undersigned hereby certifies and agrees that: 1) It is an Employer as that term is defined in Section 1.4 of the Vernon Power Plant Project Maintenance Agreement ("Agreement") because it has been, or will be, awarded a contract or subcontract to assign, award or subcontract Covered Work on the Project (as defined in Sections 1.2 and 2.1 of the Agreement), or to authorize another party to assign, award or subcontract Covered Work, or to perform Covered Work. 2.) In consideration of the award of such contract or subcontract, and in further consideration of the promises made in the Agreement and all attachments thereto (a copy of which was received and is hereby acknowledged), it accepts and agrees to be bound by the terms and conditions of the Agreement, together with any and all amendments and supplements now existing or which are later made thereto. 3.) If it performs Covered Work, it will be bound by the legally established trust agreements designated in local master collective bargaining agreements, and hereby authorizes the parties to such local trust agreements to appoint trustees and successor trustee to administer the trust funds, and hereby ratifies and accepts the trustees so appointed as if made by the undersigned. 4.) It has no commitments or agreements that would preclude its full and complete compliance with the terms and conditions of the Agreement. 5.) It will secure a duly executed Agreement to be Bound, in form identical to this document, from any Employer(s) at any tier or tiers with which it contracts to assign, award, or subcontract Covered Work, or to authorize another party to assign, award or subcontract Covered Work, or to perform Covered Work. DATED: Name of Employer (Authorized Officer & Title) (Address) 1877-003b SM562 8-t 5A298La 1877-003b SM462984509S5 3 ATTACHMENT B SUBSCRIBER AGREEMENT The undersigned hereby adopt the Trust Agreement known as the State Building & Construction Trades Council Labor -Management Cooperation Trust Agreement, hereinafter referred to as "Trust" and agree to be bound by the terms thereof. The undersigned employer Subscriber and Union hereby grant Powers of Attorney to the Board of Trustees now holding office, or to the successors, to administer the Trust as representatives of the employer and Union respectively, with full power and authority to act for the employer and Union in all matters of administration of the Trust. In no event shall the Union or employer be responsible for any act or omission of the Trustees nor shall the Union or employer have any liability for any debt or liability of the Trust or its Trustees. Commencing on the first day of work under the attached Agreement, and payable not later than the 15t" day of each month thereafter, the employer Subscriber shall pay to the Trust the amount specified by the Agreement for all hours worked under the Agreement by the employees of the employer Subscriber for which contributions to the Trust are required by the Agreement. The undersigned employer Subscriber acknowledges that the failure by the employer to timely remit required contributions will result in liquidated damages being payable under the Trust Agreement to which the employer Subscriber is hereby bound. The undersigned represent and warrant that they are authorized to execute this Agreement on behalf of their respective organizations and that by their respective execution of this Subscriber Agreement their respective organizations are fully bound hereto and the provisions of the Trust Agreement. By: Employer/Subscriber Date By: State Building & Construction Date -Trades Council 1877-003b SM4 2c��.'�,�u�.' 562985.3 MAINTENANCE AGREEMENT FOR THE VERNON POWER PLANT PROJECT LOS ANGELES COUNTY, CALIFORNIA 1877-009a 1. PARTIES 1.1. This Maintenance Agreement ("Agreement") is entered into by the City of Vernon ("Primary Employer"), and the State Building and Construction Trades Council of California ("State Council"), the Los Angeles/Orange Counties Building & Construction Trades Council ("Local Council") and the local unions who have executed this Agreement, all of whom are referred to collectively as the "Unions." 1.2. The Vernon Power Plant Project (the "Project") is an approximately 943 MW electric generating facility located in Vernon, California. The Primary Employer is also currently the owner of the Project ("Owner"). It is understood and agreed by and between the parties to this Agreement that the final plans for the Project may be subject to modifications and approval by those public agencies possessing lawful approval authority over the Project and that this Agreement applies to the Project as it is finally approved by such entities and agencies. 1.3. Primary Employer is a municipality that provides electric service to its residents and businesses. The Primary Employer will construct, operate and maintain the Project through its employees, contractors and agents. Primary Employer controls the site at which the Project will be constructed. Primary Employer performs construction work with its employees and reserves the right to directly perform construction on the Project with its own employees. Subject to the provisions of an Applicable Agreement (as defined in Article 3), Primary Employer shall retain the right to control and coordinate all Project construction work by determining work scheduling, including uniform start times, the necessity for and the times of shift work, by directly enforcing any drug and alcohol abuse policy which is agreed to by any contractor or subcontractor and the Local Council, and otherwise directly removing any employee whether employed directly or by any contractor or subcontractor for breach of reasonable rules promulgated by Primary Employer governing conduct on the job. Primary Employer shall have the right upon receipt of the written complaint of any employee to order corrective action 1877-009a necessary to maintain reasonable and lawful standards for work place health and safety. Primary Employer shall act as the coordinator, participate in monthly labor/management meetings, participate in pre -job conferences and mark-up meetings, and, at its option, participate in the resolution of any grievances. 1.4. As provided below, all project managers, construction and maintenance managers, contractors, subcontractors or other persons or entities assigning, awarding or subcontracting Covered Work (as defined in Article 2), or authorizing another party to assign, award or subcontract Covered Work, or performing Covered Work will be subject to this Agreement by executing Attachment A, the Employer Agreement to be Bound (all of whom, including the Primary Employer, are individually and collectively referred to as "Employer" or "Employers"). 1.5. The Unions are labor organizations whose members are construction industry employees who generally work in close proximity to one another at construction job sites and whose jobs are closely related and coordinated. Each of the Unions is a party to a multi -employer collective bargaining agreement ("Master, Agreement") that covers the geographic area of the Project. Where the term Master Agreement is used, it means the existing Master Agreement currently in effect as to each of the Unions. 1.6. A large labor pool represented by the Unions will be required to execute the construction maintenance work involved in the Project. Employers wish, and it is the purpose of this Agreement, to ensure that a sufficient supply of skilled craft workers are available at the Project, that all construction maintenance work and related work performed by the members of the Unions on this Project shall proceed continuously, without interruption, in a safe and efficient manner, economically with due consideration for the protection of labor standards, wages and working conditions. 1.7. The parties acknowledge that plant maintenance, repair and renovation involves units that must keep operating or, if shut down, must be 1877-009a 2 brought up as soon as practicable. This means that some of the work will be urgent or emergency in nature and, therefore, will require at times the acceptance of extreme fluctuations in labor demand. The Unions completely understand the necessity of these demands and will make every effort, including requesting assistance from other local Unions, to fulfill the labor requirements of the Employers under this Agreement. 1.8. In furtherance of these purposes and to secure optimum productivity, harmonious relations between the parties and the orderly performance of the work, the parties to this Agreement agree to establish adequate and fair wage levels and working conditions and to protect the Project against strikes and lockouts and other interference with the process of the work, including interference that may arise at a common-situs jobsite if union employees have to work along side non -union employees in their own craft or in those other crafts with which they generally work in close proximity performing work that is closely related and coordinated. 1.9. In the interest of the future of the construction industry in the local area, of which the Unions are a vital part, and to maintain the most efficient and competitive posture possible, the Unions pledge to work and cooperate with the management of the Project to produce the most efficient utilization of labor and equipment in accordance with this Agreement. 2. SCOPE OF AGREEMENT 2.1. This Agreement applies to all maintenance work to be performed on the Project which is not excluded by Section 2.2 below ("Covered Work"), and includes all planned outage maintenance, major overhauls, and other maintenance work performed on the Project that is contracted out to a contractor primarily engaged in the construction industry. 2.2. The following work is excluded from the scope of this Agreement: ]877-oo9a 2.2.1. Work which is performed by an Original Equipment Manufacturer's ("OEM") labor forces for warranty, repair or maintenance on the vendor's equipment if required by the OEM's warranty agreement between the OEM and the Owner, provided those labor forces are paid a comparable wage and benefit package no less than the total wage and benefit package of the craft union affiliated with the State Council which would normally and customarily have craft jurisdiction over that work. 2.2.2. Construction or repair work performed by the Primary Employer's or Owner's general or EPC contractor under a Project Labor Agreement approved by the Councils and the Primary Employer and/or Owner. 2.2.3. Work performed by technical representatives or technicians performing specialized work on equipment where such employees have special or unique skills or experience on that equipment which employees represented by the Unions do not possess. Where practicable, prior notice shall be given to the Local Council before technical representatives or technicians perform any work. 2.2.4. Work performed by regular employees of Primary Employer. 2.2.5. Work performed by non -construction craft employees such as supervisors not covered by a collective bargaining agreement, technical or non - manual employees, executives, civil, mechanical or other licensed engineers, office and clerical employees, drafters, supervisors, timekeepers, messengers, inspectors, or any other employee above the classification of general foreman. 2.2.6. Work that is immediately necessary to repair a unit or piece of equipment as the result of an emergency, act of God, or other sudden unexpected events outside of the control of the Primary Employer, provided that no union contractor is immediately available to perform the work on reasonable terms. This provision shall not be used to evade the terms and conditions of a Master Agreement or other collective bargaining agreement. 1877-009a 4 2.2.7. Any work outside the fence line of the Project shall be included only if under the direct control of Primary Employer. 2.2.8. Work which consists of the furnishing or delivery of materials, supplies or equipment to the Project. 2.2.9. Work performed by regular employees of Petrelli Electric Company. 2.2.10. Work if, at the time the work is to be performed, union signatory contractors are not reasonably available to bid the work. "Reasonably available" includes, but is not limited to, contractors who are regularly in the business for services required by Primary Employer and who have available sufficient numbers of employees with requisite skills. 2.2.11. Work performed by employees reporting, either directly or indirectly, to local, state or federal governmental agencies (e.g., CBO Inspectors) or Owner's or Primary Employer's Contractor's quality control employees. 3. CONTRACTING AND SUBCONTRACTING 3.1. Primary Employer, and each other Employer, as deigned in Section 1.4, agree that they will contract for the assignment, awarding or subcontracting of Covered Work, or authorize another party to assign, award or subcontract Covered Work, only to a person, firm, corporation or other entity that, at the time the contract is executed, has become a party to this Agreement by executing Attachment A, the Employer Agreement to be Bound. 3.2. Primary Employer and each other Employer, as defined in Section 1.4, agree that they will subcontract Covered Work only to a person, firm, corporation or other entity who is or becomes party to this Agreement and who is or becomes bound for purposes of performing Covered Work to either a local, area or regional Master Agreement with the craft Union having traditional and customary building trades craft jurisdiction over the work or, only in the case of a national contractor, a 1977-009a 5 national agreement with the International Union(s) of the craft Union(s) having traditional and customary jurisdiction over the work. Any Employer (including Primary Employer) performing Covered Work .on the Project shall, as a condition to working on the Project, become signatory to this Agreement, and perform all work under the terms of this Agreement and the applicable Master Agreement (the "Applicable Agreement"). Before being authorized to perform any Covered Work, Employers (other than Primary Employer) shall become a party to this Agreement by signing Attachment A, the "Employer Agreement to be Bound" and Attachment B, the "Subscriber Agreement." Every Employer shall notify the Local Council and the State Council in writing within five business days after it has subcontracted work, and shall at the same time provide to the Local Council and the State Council a copy of the executed Employer Agreement to be Bound and Subscriber Agreement. Any Employer not already bound to an Applicable Agreement, who signs or becomes bound to such a multi -employer, area, regional, or national agreement to perform Covered Work on the Project, shall not be required to apply the terms of that agreement to any other construction project. 3.2.1. All work within the scope of the Joint National Industrial Agreement for Instrument and Control System Technicians or its successor may, at the option of the Employer be performed under the terms of that Agreement or its successor agreement. 3.3. Nothing in this Agreement shall in any manner whatsoever limit the rights of the Primary Employer, or any other Employer, to subcontract Covered Work or to select its contractors or subcontractors, provided, however, that all Employers, at all tiers, assigning, awarding, contracting or performing, or authorizing another to assign, award, contract or perform Covered Work shall be required to comply with the provisions of this Agreement. Primary Employer and every other Employer shall notify each of its contractors and subcontractors of the provisions of this Agreement and require as a condition precedent to the assigning, 1877-009a 6 awarding or subcontracting of any Covered Work or allowing any subcontracted Covered Work to be performed, that all such contractors and subcontractors at all tiers become signatory to this Agreement, bound to the Master Agreement for this Project and signatory to the Subscriber Agreement as required by this Agreement. Any Employer that fails to provide the Local Council and State Council with the Employer Agreement to be Bound and Subscriber Agreement executed by its contractor or subcontractor shall be liable for any failure of that contractor or subcontractor, or any contractor or subcontractor at a lower tier, to comply with the provisions of this Agreement, including any contributions to any trust funds that the contractor or subcontractor, or any subcontractor to that subcontractor, fails to make. 3.4. Work within the craft jurisdiction of the Elevator Constructors will be performed under the terms of the National Agreements of the International Union of Elevator Constructors. 3.5. The furnishing of materials, supplies or equipment and the delivery thereof shall in no case be considered subcontracting. 3.6. The Owner or Primary Employer may choose to perform any work with its regular work force for operations and maintenance or directly purchase any parts or materials for the work necessary on the Project. 4. WAGES AND BENEFITS 4.1. All employees covered by this Agreement (including foremen and general foremen if they are covered by the Master Agreement) shall be classified and paid wages, other compensation including but not limited to travel, subsistence, and shift premium pay, and contributions made on their behalf to multi -employer trust funds, all in accordance with the then current multi -employer Master Agreement of the applicable Union. 1877-009a 7 4.2. Any special interest bargaining which establishes wage rates, classifications, zones, or wage escalations which apply exclusively to the Project will not be recognized. In addition, there shall be no redlining of the Project in any future multi -employer collective bargaining agreements by singling out, either by name or by effect, the Project or the Employers for less favorable wages, benefits or working conditions than are generally accorded other industrial projects in the same general geographic area. 4.3. All terms and conditions of employment applicable to the Project and not covered herein are subject to negotiation between the Primary Employer (or applicable Employer) and the Union unless it is the subject to an agreement authorized in Article 3 above. 4.4. The parties agree that this Agreement provides for wages and benefits consistent with California prevailing wage law. The Unions agree that any dispute concerning the appropriate wage rate for Covered Work under this Agreement should be resolved solely under the grievance procedure provided in Section 8.4 of this Agreement, and that the Unions, and each of them, will not seek to resolve any issue over the applicable wage rate in any other forum, including but not limited to the California Department of Industrial Relations. 5. UNION RECOGNITION 5.1. The Employers recognize the Unions signatory to this,Agreement as the sole and exclusive collective bargaining agents for their respective construction craft employees performing Covered Work for the Project, and further recognize the traditional and customary craft jurisdiction of each Union. 5.2. All employees performing Covered Work shall be or shall become and then remain members in good standing of the appropriate Union as a condition of employment on or before the eighth (8th) day of employment, or the eighth (8th) day following the execution of this Agreement, whichever is later. Nothing in this 1877-009a Agreement shall in any manner whatsoever limit the rights of Primary Employer or any Employer to select any contractors to perform portions of the Covered Work on the Project, whether or not such contractors are signatories to any Applicable Agreement, or employ members of any signatory Union. Any Employer performing Covered Work on the Project shall as a condition to working on the Project, become bound by and perform all Covered Work on the Project under the terms of this Agreement and the Applicable Agreement. 5.3. The Unions shall be the primary source of all craft employees for Covered Work for the Project. Employers agree to be bound by the hiring and layoff practices of the respective Union, including hiring of apprentices, and to utilize its registration facilities and referral systems, provided that such hiring practices and referral systems have not been found to violate State or Federal law by, among other things, discriminating on the basis of union membership or non -membership, or on the basis of race, creed, color, sex, religion, age or national origin. Further, in the event that the Unions' hiring practices or referral system are found to violate State or Federal law, the Unions hereby agree to indemnify Employers for any damages which Employers become obligated to pay as a result of any judgment or settlement in any action based on such violation(s) and for any expenses, costs and attorney's fees incurred by Employers in defending any action based on such violation(s). In the event that the Employer(s)' hiring practices are found to violate State or Federal law, the Employer(s) hereby agree to indemnify the Unions for any damages which Unions become obligated to pay as a result of any judgment or settlement in any action based on such violation(s) and for any expenses, costs and attorney's fees incurred by the Unions in defending any action based on such violation(s). 5.4. In the event the referral facilities maintained by the Unions do not refer the employees as requested by the Employer within a forty-eight (48) hour period after such requisition is made by the Employer (Saturdays, Sundays and 1877-009a 9 Holidays excepted), the Employer may employ applicants from any source, but shall arrange for a dispatch to be issued for such applicant from the Union within twenty four (24) hours of the commencement of employment and the dispatch shall upon request be issued to the Union to the employee. Employer will notify the Unions of such gate -hires. The Employer(s) shall have the right to reject any applicant referred by the Union(s). 5.5. Each Union shall have the right to designate a working journeyperson as a steward. The steward shall be a qualified employee performing the work of that craft and shall not exercise any supervisory functions. Each steward shall be concerned with the employees of the steward's Employer and not with the employees of any other Employer. A steward shall be allowed sufficient time to perform his duties. 6. WORK STOPPAGES AND LOCKOUTS 6.1. During the term of this Agreement there shall be no strikes, sympathy strikes, picketing, work stoppages, slow downs, interference with the work or other disruptive activity for any reason by the Union or by any employee and there shall be no lockout by any Employer. Failure of any Union or employee to cross any picket line established at the Employer's Project site is a violation of this Article. 6.2. The Union shall not sanction, aid or abet, encourage or continue any work stoppage, strike, picketing or other disruptive activity at the Employer's Project site and shall undertake all reasonable means to prevent or to terminate any such activity. No employee shall engage in activities which violate this Article. Any employee who participates in or encourages any activities which interfere with the normal operation of the Project shall be subject to disciplinary action, including discharge, and if justifiably discharged for the above reasons, shall not be eligible for rehire on the same Project for a period of not less than ninety (90) days. 1877-009a 10 6.3. The Union shall not be liable for acts of employees for which it has no responsibility. The business manager(s) of the respective local union(s) will immediately instruct, order and use the best efforts of his office to cause the local union(s) to cease any violations of this Article. The principal officer or officers of a local union will immediately instruct, order and use the best efforts of his office to cause the employees the local union represents to cease any violations of the Article. A local union complying with this obligation shall not be liable for unauthorized acts of employees it represents. The failure of the Employer to exercise its right in any instances shall not be deemed a waiver of its right in any other instance. 6.4. The Union(s) agrees that if any union or any other persons, whether parties to this Agreement or otherwise, engage in any picketing or work stoppages, the signatory Unions shall consider such work stoppage or picketing to be illegal, and refuse to honor such picket line or work stoppage. 6.5. In the event of any work stoppage, strike, sympathy strike, picketing interference with the work or other disruptive activity in violation of this Article, the Employer may suspend all or any portion of the Project work affected by such activity at the Employer's discretion and without penalty. 6.5.1. There shall be no strikes, sympathy strikes, picketing, work stoppages, slowdowns, interference with the work, or other disruptive activity, affecting the Project site during the term of this Agreement. Any Union which initiates or participates in a work stoppage in violation of this Article, or which recognizes or supports the work stoppage of another. Union which is in violation of this Article, agrees as a remedy for said violation, to pay liquidated damages in accordance with Section 6.6.8 of this Article. 6.6. In lieu of, or in addition to, any other action at law or equity, any party may institute the following procedure when a breach of this Article is alleged, after the Union(s) and/or local union(s) has been notified of the fact. ]877-009a 11 6.6.1. The party invoking this procedure shall notify Norman Brand or Joe Grodin who the parties to this agreement agree shall be the permanent Arbitrators under this procedure. In the event that either of the permanent Arbitrators is unavailable at any time, the American Arbitration Association shall select an alternative arbitrator within twenty-four (24) hours of notice. Notice to the Arbitrator shall be by the most expeditious means available, with notice by fax or electronic means or any other effective written means, to the party alleged to be in violation and the involved International Union President, and or local union. 6.6.2. Upon receipt of said notice the Arbitrators named above shall set and hold a hearing within twenty-four (24) hours if it is contended that the violation still exists. 6.6.3. The Arbitrator shall notify the parties by fax or electronic means or any other effective written means, of the place and time he has chosen for this hearing. Said hearing shall be completed in one session. A failure of any party or parties to attend said hearing shall not delay the hearing of evidence or issuance of an Award by the Arbitrator. 6.6.4. The sole issue at the hearing shall be whether or not a violation of this Article has in fact occurred. The Award shall be issued in writing within three (3) hours after the close of the hearing, and may be issued without an Opinion. If any party desires an Opinion, one shall be issued within fifteen (15) days, but its issuance shall not delay compliance with, or enforcement of, the Award. The Arbitrator may order cessation of the violation of this Article by the Union, and such Award shall be served on all parties by hand or registered mail upon issuance. 6.6.5. Such Award may be enforced by any court of competent jurisdiction upon the filing of this Agreement and all other relevant documents referred to hereinabove in the following manner. The fax or electronic notice of the filing of such enforcement proceedings shall be given to the other party. In the 1877-009a 12 proceeding to obtain a temporary order enforcing the Arbitrator's Award as issued under Section 6.6.4 of this Article, all parties waive the right to a hearing and agree that such proceedings may be ex parte. Such agreement does not waive any party's right to participate in a hearing for a final order of enforcement. The Court's order or orders enforcing the Arbitrator's Award shall be served on all parties by hand or by delivery to their last known address or by registered mail. 6.6.6. Any rights created by statute or law governing arbitration proceedings inconsistent with the above procedure or which interfere with compliance therewith are hereby waived by the parties to whom they accrue. 6.6.7. The fees and expenses of the Arbitrator shall be borne by the party or parties found in violation, or in the event no violation is found, such fees and expenses shall be borne by the moving party. 6.6.8. If the Arbitrator determines that a violation has occurred in accordance with Section 6 above, the party or parties found to be in violation shall pay as liquidated damages, the following amounts: for the first shift in which the violation occurred, $25,000; for the second shift, $25,000; for the third shift, $25,000; for each shift thereafter on which the craft has not returned to work, $25,000 per shift. The Arbitrator shall determine whether the specified damages in this Section shall be paid to the Owner or the Primary Employer. The Arbitrator shall retain jurisdiction to determine compliance with this section and this Article. 6.7. The procedures contained in Section 6.6 shall be applicable to alleged violations of this Article. Disputes alleging violation of any other provision of this Agreement, including any underlying disputes alleged to be in justification, explanation or mitigation of any violation of this Article, shall be resolved under the grievance procedures of Article 8. 6.8. Notwithstanding the provisions of Section 6.1 above, it is agreed that, with twenty four (24) hour prior notice to the Primary Employer, a Union retains the right to withhold the services of its members from a particular contractor or 1877-009a 13 subcontractor who fails to make timely payments to the Union's benefit plans, or fails to timely pay its weekly payroll, in accordance with its agreements with the Union; provided, however, that in the event the Union or any of its members withholds their services from such contractor or subcontractor, Primary Employer shall have the right to replace such contractor or subcontractor with any other contractor or subcontractor who executes the Agreement to be Bound. 6.9. In the event that any applicable labor agreement expires and the parties to that agreement fail to reach agreement on a new contract by the date of expiration, a Union shall continue to provide employees to the Employers working on the Project under all the terms of the expired agreement until a new agreement is negotiated, at which time all terms and conditions of that new agreement shall be applied to Covered Work at the Project, except to the extent they conflict with any provision of this Agreement. In addition, if the new labor agreement provides for wage or benefit increases, then any Employer shall pay to its employees who performed Covered Work at the Project during the hiatus between the effective dates of such labor agreements, an amount equal to any such wage and benefit increases established by the new labor agreement for such work performed. 7. HOURS, SHIFT TIMES, HOLIDAYS AND WORKING CONDITIONS 7.1. The standard work day shall consist of eight (8) hours of work between 6:00 a.m. and 5:30 p.m. with one-half hour designated as'an unpaid period for lunch. The standard work week shall be five (5) consecutive days of work commencing on Monday. Nothing herein shall be construed as guaranteeing any employee eight (8) hours of work per day or forty (40) hours of work per week. 7.2. Common shifts during the standard work day may be established when considered necessary by the Employer. The Employer shall provide at least one week notice to the Local Council and the Unions involved prior to any change in shift time, except in unforeseen circumstances, in which case notice shall be given 1877-009a 14 as soon as practicable. Any shifts established shall continue for the established work week. If a Master Agreement provides for a different work shift schedule, the Employer may opt for that schedule for that craft. 7.3. It is recognized by the parties to this Agreement that the standard work week may not be desirable or cost effective for some projects, and other arrangements for hours of work will be considered. Such proposed modifications to the standard work week shall be worked out between the Primary Employer and the Union. Project schedule, manpower requirements, the geographic locations of the project and other appropriate factors, will be taken into consideration by the parties in reaching an understanding on work schedules. 7.4. Recognized holidays shall be as follows: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Memorial Day, Fourth of July, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving and Christmas Day. Under no circumstances shall any work be performed on Labor Day except in cases of emergency involving life or property. In the event a holiday falls in Saturday, the previous day, Friday, shall be observed as such holiday. In the event a holiday falls on Sunday, the following day, Monday, shall be observed as such holiday. There shall be no paid holidays. If employees are required to work on a holiday, they shall receive the appropriate rate; but in no case shall such overtime rate be more than double the straight time rate. 8. GRIEVANCE PROCEDURE 8.1. It is mutually agreed that any question arising out of and during the term of this Agreement involving its interpretation and application (other than jurisdictional disputes or successorship) shall be considered a grievance. Questions between or among parties signatory to a Master Agreement arising out of or involving the interpretation of a Master Agreement shall be resolved under the grievance procedure provided in that Master Agreement. 1877-009a 15 8.2. The Primary Employer and other Employers, as well as the Unions, may bring forth grievances under this Article. 8.3. A grievance shall be considered null and void if not brought to the attention of the Employer(s) within five (5) working days after the incident that initiated the alleged grievance occurred or was discovered, whichever is later. The term "working days" as used in this Article shall exclude Saturdays, Sundays or holidays regardless of whether any work is actually performed on such days. 8.4. Grievances shall be settled according to the following procedure except that grievances that do not involve an individual grievant shall be discussed by the Primary Employer, State Council and Local Council and then, if not resolved within 5 working days of written notice unless extended by mutual consent, commence at Step 4: Ste-0 I The Steward and the grievant shall attempt to resolve the grievance with the craft supervisor within five (5) working days after the Grievance has been brought to the attention of the Employer. Step 2 In the event the matter remains unresolved in Step 1 above after five (5) working days, within five (5) working days thereafter, the alleged grievance may be referred in writing to the Business Manager(s) of the Union(s) affected and the project manager or Labor Relations representative of the Employer(s) for discussion and resolution. A copy of the written grievance shall also be mailed/faxed/emailed to the Primary Employer. Step 3 In the event the matter remains unresolved in Step 2 above within five (5) working days, within five (5) working days thereafter, the grievance may be referred in writing to the Business Manager(s) of the affected Union(s) involved and the Manager of Labor Relations of the Employer(s) or the Manager's designated representative, and the Primary Employer for discussion and resolution. 1877-009a 16 Step 4 If the grievance is not settled in Step 3 within five (5) working days, either party may request the dispute be submitted to arbitration or the time may be extended by mutual consent of both parties. The request for arbitration and/or the request for an extension of time must be in writing with a copy to the Primary Employer. Should the parties be unable to mutually agree on the selection of an Arbitrator, selection for that given arbitration shall be made by seeking a list of seven (7) labor arbitrators with construction experience from the Federal Mediation and Conciliation Service and alternately striking names from the list of names on the list until the parties agree on an Arbitrator or until one name remains. The first party to strike a name from the list shall alternate between the party bringing forth the grievance and the party defending the grievance. Primary Employer shall keep a record of the sequence and shall notify the parties to the grievance as to which party has the right to strike a name first. 8.5. The Arbitrator shall conduct a hearing at which the parties to the grievance shall be entitled to present testimonial and documentary evidence. Hearings will be transcribed by a certified court reporter. The parties shall be entitled to file written briefs after the close of the hearing and receipt of the transcript. 8.6. Upon expiration of the time for the parties to file briefs, the Arbitrator shall issue a written decision that will be served on all parties and on the Primary Employer. The Arbitrator's decision shall be confined to the issue(s) posed by the grievance and, except as provided in Section 15.1.1, the Arbitrator shall not have the authority to modify, amend, alter, add to or subtract from, any provision of this Agreement. The Arbitrator shall have the authority to utilize any equitable or legal remedy to prevent and/or cure any breach or threatened breach of this Agreement. The Arbitrator's decision shall be final and binding as to all parties signatory to this Agreement. 1877-009a 17 .8.7. The cost of the Arbitrator and the court reporter, and any cost to pay for facilities for the hearing, shall be borne equally by the parties to the grievance. All other costs and expenses in connection with the grievance hearing shall be borne by the party who incurs them. 8.8. Any party to a grievance may invite the Primary Employer to participate in resolution of a grievance. The Primary Employer may, at its own, initiative, participate in Steps 1 through 3 of the grievance procedure. 8.9. In determining whether the time limits of Steps 2-4 of the grievance procedure have been met, a written referral or request shall be considered timely if it is personally delivered, faxed or postmarked within the five (5) working day period. Any of the time periods set forth in this Article may be extended in writing by mutual consent of the parties to the grievance, and any written referral or request shall be considered timely if it is personally delivered, faxed or postmarked during the extended time period. 9. JURISDICTIONAL DISPUTES 9.1. The assignment of work will be solely the responsibility of the Employer performing the work involved, and work shall be assigned based on traditional and customary building trades craft jurisdiction. All jurisdictional disputes between or among the Unions and their employees, parties to this Agreement, shall be settled and adjusted according to the plan described in this Article 9. Decisions rendered shall be final, binding and conclusive on the Employers involved and the Unions that are parties to this Agreement. The provisions of Article 6.1 apply to any issues associated with jurisdictional disputes. 9.2. A party challenging an assignment shall notify all affected Unions, the Employer and the Council, by facsimile, within two (2) days of the time that a dispute occurs. All disputes involving craft work assignments shall be referred to the Local Council which shall convene a meeting with the affected Unions and 1877-009a W. Employer within two (2) days. Should the Local Council, the affected Unions and the Employer fail to resolve the dispute within five (5) working days from the date they were notified of the dispute, then the matter shall be immediately referred to the affected International Unions with which the local unions are affiliated and they and the Employer shall have the opportunity to resolve the dispute. 9.3. Should the International Unions and the Employer fail to resolve the dispute within five (5) working days from the date they were notified of the dispute, then the matter shall be referred by facsimile by any International Union or Employer directly involved in the dispute for arbitration to the arbitrator chosen in accordance with the procedure set forth in Step 4 of Section 8.4, to resolve jurisdictional disputes under this procedure. 9.4. The arbitrator will set and hold a hearing within seven (7) days of the referral to him or her. The arbitrator shall notify the Employer and the appropriate International Unions by facsimile of the place and time chosen for the hearing. A failure of any party or parties to attend said hearing without good cause, as determined by the arbitrator, shall not delay the hearing of evidence or issuance of a decision by the arbitrator. The time period set forth herein can be extended by mutual agreement of the parties in writing. 9.5. The arbitrator shall issue a decision within three (3) days after the case has been closed. The decision of the arbitrator shall be final and binding on all parties to the dispute. This action of the arbitrator shall be predicated upon the particular facts and evidence presented regarding this dispute and shall be effective only on this particular job. 9.6. In rendering the decision, the arbitrator shall determine first, whether a previous decision or agreement of record between the parties to the dispute governs. If the arbitrator finds that the dispute is not covered by an appropriate or applicable decision or agreement of record, the arbitrator shall then consider whether there is an applicable agreement between the crafts governing the case. If 1877-009a 19 no such agreement is in effect, the arbitrator shall then consider the established trade practice and prevailing practice in the locality. 9.7. The arbitrator is not authorized to award back pay or any damages for a mis-assignment of work, except for a knowing mis-assignment of work. Nor may any party to this procedure bring an independent action for back pay or any other damages, based upon a decision of the arbitrator. 9.8. Each party to the arbitration shall bear its own expense for the arbitration. The fees and expenses of the arbitrator will be shared equally by the affected International Unions and the Employer. 9.9. The Employer shall not be subject to disputes regarding work assignments made by its subcontractors. However, the Employer must ensure that its subcontractors, performing work under the terms and conditions of this Agreement, follow the procedures of this Article. 9.10. In case of a jurisdictional dispute involving a Union or Unions not party to this Agreement, such dispute will be referred to the General Presidents of the Unions involved and the Employer for resolution. 10. GENERAL WORKING CONDITIONS 10.1. Employment begins and ends at the Project site. 10.2. The selection of craft foremen and/or general foremen shall be entirely the responsibility of the Employer, it being understood that in the selection of such foremen and/or general foremen the Employer will give primary consideration to the qualified individuals referred to the Employer who are available in the local area. After giving such consideration, the Employer may select such individuals from other areas. The number of foremen and general foremen required shall be in accordance with the respective local craft Master Agreements. All foremen shall take orders from the designated Employer representatives. Craft foremen shall be 1877-009a 20 designated working foremen at the request of the Employer, in accordance with the Master Agreement. 10.3. There shall be no limit on production by employees or restrictions on the full use of tools or equipment. Employees using tools shall perform any of the work of the trade and shall work under the direction of the craft foremen. There shall be no restrictions on efficient use of manpower other than as may be required by safety regulations. 10.4. Employees shall be at their place of work and ready to work at the starting time (which is the gang box, tool box or place where the foreman gives instructions to employees). A reasonable time will be allowed for employees to put company and personal tools in secured storage and return to the parking lot by quitting time. The Employer will provide adequate facilities for checking in and out in an expeditious manner. 10.5. The Employer may utilize the most efficient methods or techniques of construction, tools or other labor saving devices to safely accomplish the work. Practices not a part of the terms and conditions of this Agreement or the Master Agreement, stand by crews and feather bedding practices will not be recognized. 10.6. Individual seniority shall not be recognized or applied to employees, working on projects under this Agreement. 10.7. The Employer shall establish and employees shall observe such reasonable project job site work rules as the Employer deems appropriate. These rules will be reviewed and discussed at the pre -job conference, distributed to all employees, posted at the project site by the employer, and may be amended thereafter as necessary. 11. MANAGEMENT RIGHTS 11.1. The Employer retains and shall exercise full and exclusive authority and responsibility for the management of its operations and work forces, except as 1877-009a 21 expressly limited by the terms of this Agreement or the Master Agreement. This authority includes, but is not limited to, the right to: 11.1.1. Plan, direct and control the operation of all the work. 11.1.2. Decide the number and type of employees required for the work. 11.1.3. Hire, promote and lay off employees as deemed appropriate to meet work requirements and/or skills required. 11.1.4. Discharge, suspend or discipline employees for just cause as provide in the work rules. 11.1.5. Assign and schedule work at its sole discretion and determine when overtime will be worked. There shall be no refusal by a Union to perform work, including overtime work, assigned. Such cases shall be subject to the grievance procedure. 11.1.6. Utilize any safe work methods, procedures or techniques and select and use any type or kind of materials, apparatus or equipment regardless of source, manufacturer or designer. 11.1.7. The Primary Employer and Employers shall have the right to implement a drug and alcohol testing program consistent with accepted industry practice in the area, including pre -hire, post -accident, and reasonable suspicion testing, as agreed to by the Local Council. The Local Council's agreement shall not be unreasonably withheld. With regard to employees performing work on gas pipelines specifically, Primary Employer and Employers shall have the right to implement a drug and alcohol testing program in compliance with and to the extent required by the Department of Transportation regulations. 11.1.8. The foregoing listing of management rights shall not be deemed to exclude other functions not specifically set forth herein. The Employers, therefore, retain all legal rights not specifically enumerated in this Agreement. 1877-009a 22 12. JOINT LABOR/MANAGEMENT MEETINGS 12.1. During the period of any work performed under this Agreement that is scheduled to last longer than 60 days, a joint Labor/Management meeting will be held on an approximately monthly basis or more frequently as needed between the Owner, the Employers, and the signatory Unions. The purpose of these meetings is to promote harmonious labor/management relations, ensure adequate communications and advance the proficiency and efficiency of the craft workers and contractors performing work at the Project. These monthly (or more frequent) meetings will also include discussion of the scheduling and productivity of work performed at the Project. 12.2. Except for an emergency or a job of two (2) weeks or less, a Pre -Job Conference will be held prior to the commencement of work to establish the scope of work in each Employer's contract. When a contract has been let to an Employer(s) covered by this Agreement, a Pre -Job Conference and/or Mark -Up Meeting will be required with the contractor prior to each contractor or subcontractor mobilizing on site and beginning contract work. The results of a Pre -Job Conference and/or Mark - Up Meeting shall be provided to the Owner and the Unions in writing. 13. SUCCESSORSHIP 13.1. This Agreement is and shall be binding and legally effective upon (i) any successor to Owner, whether by merger, consolidation, acquisition or otherwise, and (ii) any person or entity that acquires all or any portion of Owner's right, title or interest in the Project whether by sale, lease, or other transfer, or contribution to partnership, joint venture or other entity. Any agreement for a sale, lease, contribution or other transfer of the Project by the Owner, or an agreement for a merger or acquisition including ownership or control of Owner, shall include an express assumption of the obligations and undertakings of Owner under this Agreement, including this successorship provision. Within five (5) days following 1877-009a 23 the close of any sale, acquisition, merger, lease or other transfer covered by this Section 13.1, Owner shall provide the State Council and the Local Council with written notice thereof and an original, executed assumption of this Agreement. Any sham transfer is a breach of this clause and shall not release Owner from any of its obligations or undertakings under this Agreement. 13.2. The parties agree that: (i) if Owner breaches Section 13.1, and (ii) Covered Work is performed by a contractor or subcontractor that is not in compliance with the provisions of Article 3, then Owner shall pay liquidated damages, as described in Section 13.3, to compensate for the actual damages caused by reason thereof. The parties agree that such damages would be unreasonably difficult, costly, inconvenient or impracticable to calculate and, accordingly, they agree to liquidated damages, which bear a reasonable relationship to the actual harm suffered by the Unions and their members, as provided in Section 13.3 ("Liquidated Damages"). 13.3. In that Liquidated Damages are owed as described in Section 13.2, Owner shall pay Twenty Dollars ($20.00) for each hour that work was performed on the Project within the scope of this Agreement by employees of contractors or subcontractors who are not signatory to this Agreement. The liquidated damages shall be paid as follows: Ten Dollars ($10.00) per hour to the qualified pension plan and ten Dollars ($10.00) per hour to the qualified health and welfare plan of the Union(s) having jurisdiction over the work performed by the contractor(s) or subcontractor(s) not signatory to this Agreement. The parties agree that a Union shall enforce, collect and receive liquidated damages pursuant to Article 13 on behalf of its qualified pension plan and its qualified health and welfare plan. The qualified pension plans and the qualified health and welfare plans shall have no right to independently enforce the provisions, including but not limited to, the liquidated damage provisions contained in Article 13. 1877-009a 24 13.4. Upon execution and delivery of an agreement assuming all the obligations of this Agreement, and determination by the Unions that the successor is financially responsible, Owner shall be released from liability for the payment of liquidated damages under Section 13.3 and Owner shall have no liability for any breach of this Agreement by a successor employer or contractor. A successor shall be considered financially responsible if the Unions, in the exercise of their reasonable judgment, determine that the successor is financially capable of completing the Project and complying with the obligations and undertakings of the Primary Employer under this Agreement, including any obligation to pay liquidated damages under Section 13.3. 13.4.1. The Unions authorize the Local Council to execute and deliver a release on their behalf pursuant to a resolution adopted at a duly noticed meeting of the Local Council. 13.5. This Article 13 shall be enforceable in any court of competent jurisdiction, and shall not be subject to the grievance procedure of Article 8. 14. LABOR MANAGEMENT COOPERATION TRUST 14.1. Each Employer at every tier who performs work within the scope of this Agreement shall contribute the sum of twenty-five cents ($0.25) per hour for each hour paid for or worked by employees, and shall remit that sum by payment postmarked no later than the 15th of the month following the month in which those hours were paid for or worked, directly to the California Construction Industry Labor Management Cooperation Trust or its designee. Each Employer shall execute a Subscriber Agreement covering these contributions, a copy of which is attached as Attachment B. 1877-009a 25 15. GENERAL 15.1. If any article or provision of this Agreement shall become invalid, inoperative and/or unenforceable by operation of law or by declaration of any competent authority of the executive, legislative, judicial or administrative branches of the federal or state government, the Primary Employer and the State Council shall suspend the operation of such article or provision during the period of its invalidity, and the Primary Employer and the State Council shall negotiate in good faith in its place and stead an article or provision that will satisfy the objections to its validity and that, to the greatest extent possible, will be in accord with the intent and purpose of the article or provision in question. The new article or provision. negotiated by the Primary Employer and the State Council shall be binding on all parties signatory to this Agreement. 15.1.1 If the Primary Employer and the State Council are unable within thirty (30) calendar days to negotiate a substitute article or provision, any of them may at any time thereafter submit the matter directly to interest arbitration pursuant to the procedures set forth in Section 8.4, Step 4, and Sections 8.5 through 8.7. The Arbitrator shall have the authority to modify, amend and alter the Agreement by providing a substitute article or provision to replace the one(s) that have become invalid, inoperative or unenforceable. The Arbitrator's decision, and the new article or provision, shall be final and binding on all parties signatory to the Agreement. 15.2. If any article or provision of this Agreement shall be held invalid, inoperative or unenforceable by operation of law, or by any of the above mentioned tribunals of competent jurisdiction, the remainder of the Agreement or application of such article or provision to persons or circumstances other than to which it has been held invalid, inoperative or unenforceable shall not be affected thereby. 1877-009a 26 15.3. Except as enumerated in this Agreement, all other terms and conditions of employment described in the Master Agreement of the Union having traditional and customary jurisdiction over the work shall apply. 15.4. The parties agree that employees are entitled to equal employment opportunity and the parties will not discriminate against any employee or applicant for employment because of race, creed, color, sex, sexual orientation, disability, national origin, age, religion, Vietnam veteran, or Vietnam era status, or any other basis prohibited by law. The parties also agree that no person shall be subject to unlawful harassment on any basis prohibited by law, including sexual or racial harassment. 15.5. The provisions of this Agreement shall take precedence over conflicting provisions of any Master Agreement, national agreement or any other collective bargaining agreement. 15.6. Each person executing this Agreement represents and warrants that he or she is authorized to execute this Agreement on behalf of the party or parties indicated. 15.7. This Agreement may be executed in any number of counterparts, and each counterpart shall be deemed to be an original document. All executed counterparts together shall constitute one and the same document, and any signature pages may be assembled to form a single original document. 15.8. To the fullest extent consistent with the applicable Master Agreement and trust agreement, it is agreed that any liability under this Agreement by Primary Employer, the State Council, the Local Council, a Union, or any other Employer shall be several and not joint. Any alleged breach of this Agreement by a party shall not affect the rights, liabilities, obligations, and duties among the other parties or between that party and any other party. 1877-009a 27 15.9. Any notices required under this Agreement shall be given as follows: To Primary Employer: To the Unions: City Administrator City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 With a copy to: City Attorney City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Robert L. Balgenorth, President State Building and Construction Trades Council of California 1225-8th Street, Suite 375 Sacramento, CA 95814 Telephone: 916-443-3302 To the Local Council: Richard N. Slawson Los Angeles/Orange Counties Building & Construction Trades Council 1626 Beverly Blvd Los Angeles CA 90026 Telephone: 213-483-4222 With a copy to: Marc D. Joseph Adams Broadwell Joseph & Cardozo 601 Gateway Boulevard, Suite 1000 South San Francisco, CA 94080 Telephone: 650-589-1660 Either party may notify the other in writing if its person designated to receive notice is changed. 1877-009a 28 16. WAIVER 16.1. The parties hereby acknowledge that this Agreement is a lawful pre - hire agreement within the meaning of Section 8(f of the National Labor Relations Act; and the Primary Employer and each other Employer hereby expressly waives its right to contest, challenge, repudiate or void (hereinafter collective "challenge") this Agreement, directly or indirectly, on any basis, in any proceeding before any federal, state or local court, agency or other tribunal, including the National Labor Relations Board, or before any arbitrator or hearing officer, including any challenge to the validity of this Agreement that is raised as a defense to any action or claim brought by the Unions. This Agreement shall be a complete defense to any such challenge. 16.2. Each Employer further agrees that it shall not solicit, finance or participate in any challenge to this Agreement by any other person or entity. Payment of regular annual dues to an organization or association does not constitute "solicitation," "financing" or "participation in" a challenge as those terms are used in this Agreement. 16.3. This Article shall be enforced pursuant to Article 8 of this Agreement and any grievance shall commence at Step 3 of Section 8.4. The parties agree that the economic damages to the Unions from a breach of this Article include the reasonable fees and costs of defense. 1877-009a 29 17. TERM This Agreement shall be effective upon final completion of the Project (meaning "final acceptance" as that term is defined in the Project Labor Agreement), and shall continue for thirty (30) years thereafter. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and effective as of �" I J "� , 2007. CITY OF VERNON STATE BUILDING & CONSTRUCTION Primary Employer and Owner: TRADES COUNCIL OF CALIFORNIA By: gg>y�6nLeon' s C . Malliurg By; Robert L. Balgenorth, President Uiie%R Mayor ATTEST LOS ANGELES/ORANGE COUNTIES By; BUILDING & CONSTRUCTION M nuela Giron, "City Clerk TRADES COUNCIL APPROVED U111m, 1877-009a TO FORM: 30 By: Richard N. Slawson, Business Manager ATTACHMENT A AGREEMENT TO BE BOUND MAINTENANCE AGREEMENT VERNON POWER PLANT PROJECT The undersigned hereby certifies and agrees that: 1) It is an Employer as that term is defined in Section 1.4 of the Vernon Power Plant Project Maintenance Agreement ("Agreement") because it has been, or will be, awarded a contract or subcontract to assign, award or subcontract Covered Work on the Project (as defined in Sections 1.2 and 2.1 of the Agreement), or to authorize another party to assign, award or subcontract Covered Work, or to perform Covered Work. 2) In consideration of the award of such contract or subcontract, and in further consideration of the promises made in the Agreement and all attachments thereto (a copy of which was received and is hereby acknowledged), it accepts and agrees to be bound by the terms and conditions of the Agreement, together with any and all amendments and supplements now existing or which are later made thereto. 3) If it performs Covered Work, it will be bound by the legally established trust agreements designated in local master collective bargaining agreements, and hereby authorizes the parties to such local trust agreements to appoint trustees and successor trustee to administer the trust funds, and hereby ratifies and accepts the trustees so appointed as if made by the undersigned. 4) It has no commitments or agreements that would preclude its full and complete compliance with the terms and conditions of the Agreement. 5) It will secure a duly executed Agreement to be Bound, in form identical to this document, from any Employer(s) at any tier or tiers with which it contracts to assign, award, or subcontract Covered Work, or to authorize another party to assign, award or subcontract Covered Work, or to perform Covered Work. DATED: Name of Employer (Authorized Officer & Title) (Address) 1877-009a ATTACHMENT B SUBSCRIBER AGREEMENT The undersigned hereby adopt the Trust Agreement known as the California Construction Industry Labor -Management Cooperation Trust Agreement, hereinafter referred to as "Trust" and agree to be bound by the terms thereof. The undersigned employer Subscriber and Union hereby grant Powers of Attorney to the Board of Trustees now holding office, or to the successors, to administer the Trust as representatives of the employer and Union respectively, with full power and authority to act for the employer and Union in all matters of administration of the Trust. In no event shall the Union or employer be responsible for any act or omission of the Trustees nor shall the Union or employer have any liability for any debt or liability of the Trust or its Trustees. Commencing on the first day of work under the attached Agreement, and payable not later than the 15th day of each month thereafter, the employer Subscriber shall pay to the Trust the amount specified by the Agreement for all hours worked under the Agreement by the employees of the employer Subscriber for which contributions to the Trust are required by the Agreement. The undersigned employer Subscriber acknowledges that the failure by the employer to timely remit required contributions will result in liquidated damages being payable under the Trust Agreement to which the employer Subscriber is hereby bound. The undersigned represent and warrant that they are authorized to execute this Agreement on behalf of their respective organizations and that by their respective execution of this Subscriber Agreement their respective organizations are fully bound hereto and the provisions of the Trust Agreement. I' s Employer/Subscriber Date State Building & Construction Date Trades Council 1877-009a UNIONS ��MID LOCAL UNION ll� _,Zr-z� do) LYoytvorlrev5 Lo cq l 41 l r�Pr"c 1% o :�," L CD Qy.,7 �P �— G 1877-008a 29 OFFICE OF THE CITY ATTORNEY Jeff A. Harrison, City Attorney 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 Fax (323) 826-1438 December 4, 2007 VIA FEDERAL EXPRESS Mark S. Pulliam, Esq. Latham & Watkins, LLP 600 West Broadway, Suite 1800 San Diego, CA 92101-3375 Re: Vernon Power Plant Project Dear Mark: Enclosed please find the following; (1) three original side letter agreements; (2) three original Project Labor Agreements; and (3) three Maintenance Agreements which need to be signed by the appropriate parties and returned to the City, to the attention of Judy Lehr, Legal Department, as soon as possible. If you have any questions, please contact me. Very truly yours, E JFJ A. rrison City Attorney JH:em Enclosures cc: Ms. Nelly Giron, City Clerk (w/o encls) Excfusivefy Industfiaf