Exhibit 10.1
MEMORANDUM OF SETTLEMENT
------------------------
This Memorandum of Settlement, including all exhibits, appendices
and other attachments hereto (hereinafter collectively "MOS"), is made and
entered into this 14th day of June, 2005, ("Effective Date"), by and between
Xxxxxxxx Corporation, including its affiliated entities operating linen
management and laundry service facilities, (hereinafter collectively
referred to as "Xxxxxxxx" or the "Employer"), and UNITE HERE, AFL-CIO, CLC,
each of the UNITE HERE local unions listed on MOS Appendix 1 (attached
hereto and incorporated herein by reference), each of the UNITE HERE joint
boards also listed on MOS Appendix 1 and all other UNITE HERE local unions,
joint boards, and affiliates, (hereinafter collectively referred to as
"Union").
WHEREAS, Employer is engaged in the business of operating a linen
management and laundry services business through 35 laundry facilities
throughout the nation, (hereinafter referred to individually and
collectively as "Facility" or "Facilities"), and is the largest provider of
such services to the healthcare industry; and
WHEREAS, Employer has a practice of exercising actual control over
the assignment of work and labor relations of other acquired firms and
facilities operating linen management and laundry services, and expects to
continue that practice in the future; and
WHEREAS, the parties presently enjoy a collective bargaining
relationship through Union's representation of over 3,500 production
employees at 23 of Employer's 35 Facilities, and they are committed to
continuing and deepening such relationship in an amicable and collaborative
manner; and
WHEREAS, Union seeks to represent certain other workers at
Employer's other Facilities at which such workers are presently not
represented for purposes of collective bargaining and has been engaged in
protracted, nationwide corporate campaign activities against Employer
relating to certain organizing disputes, and has planned a national labor
strike against Employer regarding local bargaining agreement terms; and
WHEREAS, the current representation dispute has engendered strife
which is disadvantageous to Employer, Union and Employer's employees; and
WHEREAS, the parties, having affirmed their shared belief in the
right of employees to freely choose whether or not they wish to be
represented by the Union without coercion, interference, intimidation or
threats from the Employer or the Union, have agreed upon a process that
achieves that purpose, and have set forth that agreement in the Employee
Free Choice Agreement, of even date herewith, (hereinafter referred to as
"EFC Agreement"), attached hereto as MOS Exhibit A, and incorporated herein
by reference, in its entirety; and
WHEREAS, the parties, desiring to end Union's corporate campaign
activities against Employer and the labor strife between them, have agreed
upon labor peace, and have set forth that agreement in the certain Labor
Peace Agreement, of even date herewith, (hereinafter referred to as the "LP
Agreement"), attached hereto as MOS Exhibit B, and incorporated herein by
reference in its entirety; and
WHEREAS, the negotiations leading to the EFC Agreement, the LP
Agreement and this MOS, have involved the settlement of numerous disputed
claims, and the parties wish to set forth the terms of such settlement, as
well as other matters relating thereto, in this MOS.
NOW, THEREFORE, in consideration of the terms and conditions set
forth herein, and in the exhibits attached hereto and incorporated herein by
reference, the parties hereby agree to settle and resolve issues arising out
of various representation disputes and the hostilities associated therewith,
as well as the bilateral negotiation of certain collective bargaining
agreements, and otherwise agree as follows:
TERM
The respective terms of this MOS, the EFC Agreement and the LP
Agreement shall each commence on their respective Effective Date
(hereinabove defined for this MOS), and shall terminate at the end of ten
(10) years; provided, however, that the effectiveness of each agreement
shall remain subject to any conditions precedent set forth therein.
COLLECTIVE BARGAINING
The parties recognize and agree that this MOS is a contract between
an employer and a labor organization representing employees in industry
affecting commerce within the meaning of Xxxxx 00, Xxxxxx Xxxxxx Code,
Section 185, as amended.
RATIFICATION OF LOCAL COLLECTIVE BARGAINING AGREEMENTS
Contemporaneously with the negotiation of this MOS, the parties
have negotiated local collective bargaining agreements covering Employer
Facilities at Fresno, Stockton and Antioch, California; Tampa, Florida;
Batavia, New York; and Dallas and Wichita Falls, Texas. These local
collective bargaining agreements are attached hereto as MOS Exhibits C, D, E
and F, respectively. Union agrees to recommend to its members at each such
Facility that they ratify their respective Agreement and it is expressly
understood and agreed by the parties that this MOS shall become effective
only upon ratification of all of these local collective bargaining
agreements on or before thirty (30) days following the Effective Date of
this MOS. If any of these local collective bargaining agreements has not
been ratified by that date, Employer may immediately terminate this MOS,
along with the EFC Agreement and the LP Agreement, and they shall be of no
further force or effect.
In accordance with the provisions of Section VI of the LP
Agreement, the LP Agreement shall become a supplement to, and incorporated
in, all existing collective bargaining agreements between Employer and
Union, as listed in the attached MOS Appendix 2, incorporated herein by
reference. Within thirty (30) days following the Effective Date of this MOS,
an individual Memorandum of Agreement, in the form set forth in the attached
MOS Appendix 3, will be executed with respect to each such bargaining
agreement. Each such Memorandum of Agreement shall be signed by the
appropriate Union official having legal authority to do so, and by an
appropriate and authorized representative of Employer. The parties further
agree that the Union shall not
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engage in any Organizing Campaign Activities as defined in Section III.D of
the EFC Agreement or otherwise until a Memorandum of Agreement set forth in
MOS Appendix 3 has been executed with respect to all such Local Collective
Bargaining Agreements, and delivered to Employer.
EXPIRATION OF COLLECTIVE BARGAINING AGREEMENTS AT CURRENTLY ORGANIZED FACILITIES
The parties agree that they shall cooperate to ensure a limitation
on common collective bargaining agreement expiration dates. Local Collective
Bargaining Agreements (as defined in the LP Agreement) covering no more than
three (3) Facilities shall expire in any one month, nor more then five (5)
Facilities in any quarter.
COLTON, CALIFORNIA AND UNIONIZED FACILITIES NOT REPRESENTED BY THE UNION
The Employer agrees to recognize the Western States Regional Joint
Board, UNITE HERE ("Western States") as the exclusive collective bargaining
agent for the Bargaining Unit at the Colton, CA Facility in accordance with
the provisions of the applicable Local Collective Bargaining Agreement and
with Western States' demonstrated majority support among the employees by
virtue of authorization cards. The Employer waives its right to contest
Western States' status as exclusive collective bargaining agent for the
Colton Facility before an arbitrator, the NLRB, or in any other forum.
The Employer shall cooperate consistent with its legal obligations
in recognizing the Union in any facility in which the Union replaces another
union as the exclusive collective bargaining agent at that Facility.
SEVERANCE AND REFORMATION
The parties shall cooperate to defend the enforceability and
lawfulness of this MOS, the EFC Agreement and the LP Agreement, and all
provisions thereof, against any action or challenge by any third party to
have any part of them declared not enforceable or unlawful.
If any provision of this MOS, the EFC Agreement and/or the LP
Agreement, or the application of any such provision, is found by any court
or other duly authorized tribunal, to be unlawful or not enforceable, such
provision(s), or the application thereof, shall be severed, but in all other
respects the remaining provisions of this MOS, the EFC Agreement and/or the
LP Agreement, as the case may be, shall continue in full force and effect
according to its terms, except as set forth below.
Within thirty (30) days of such finding, the parties shall commence
negotiations for the purpose of reforming the severed provision(s) of either
or both, as the case may be, so as to make such provision(s) consistent with
the findings of any such court or tribunal, and to preserve as fully as
possible the intent of such provision(s) and the bargain of the parties. If
the parties cannot reach a mutually acceptable negotiated reformation
agreement within (30) days after the commencement of such negotiations,
either Employer or Union may, at its sole and exclusive option, terminate
and declare null and void, either the EFC Agreement or the LP Agreement, or
both. If one or both of
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the EFC Agreement and/or the LP Agreement are terminated and declared null
and void under this process, such termination shall be effective
prospectively only, subject to applicable law; provided however,
notwithstanding the above or anything else in this MOS to the contrary, the
LP Agreement, as incorporated into and supplementing Local Collective
Bargaining Agreements by way of the Memorandum of Agreement described and
incorporated herein as MOS Appendix 3, shall continue to apply in full force
and effect to all signatories to MOS Appendix 3 for its entire ten-year
term.
SUCCESSORS AND ASSIGNS
Sale of Individual Facility or Facilities. If the Employer sells or
otherwise divests all, or substantially all, of the business or assets of
any individual Facility or Facilities, or if the Employer discontinues
operations at any such Facility or Facilities, this MOS and, at Angelica's
option, any local collective bargaining agreements in effect at such
Facilities, shall immediately upon such sale, divestiture or discontinuation
of operations, terminate, and be of no further force or effect as to such
Facilities.
Sale of Employer Company or Subsidiaries. If, at any time during
the term of this MOS, Xxxxxxxx:
(a) merges, consolidates or otherwise combines with
an unaffiliated entity after which Xxxxxxxx is
not the surviving entity or sells a controlling
interest in its capital stock to an unaffiliated
entity or group of unaffiliated entities acting
together in one or a series of transactions,
either by tender offer, exchange offer or
otherwise; or
(b) sells a controlling interest in the capital stock
of one or more of its subsidiaries in which its
linen management and laundry business is
conducted to an unaffiliated entity or group of
unaffiliated entities acting together in one or a
series of related transactions, either by tender
offer, exchange or otherwise; or
(c) sells all or substantially all of its linen
management and laundry operating assets, or the
linen management operating and laundry assets of
one or more of its subsidiaries in which its
linen management and laundry business is
conducted,
then, in any such case, Xxxxxxxx may, in its sole
discretion, and with respect to the Facility or Facilities
that are the subject of such transaction described in (a),
(b) or (c) above, terminate this MOS, the EFC Agreement
and the LP Agreement, and/or any local collective
bargaining agreement(s) in effect at such Facilities, as
of the effective date of such transaction; provided,
however, that if Xxxxxxxx elects, in its sole discretion,
not to terminate the MOS, the EFC Agreement and the LP
Agreement, and, instead, to assign the MOS, the EFC
Agreement and the LP Agreement to the surviving or
acquiring entity, the MOS, the EFC Agreement and the LP
Agreement may only be assigned if the local collective
bargaining agreements then currently in effect at the
Facilities
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that are subject to such transaction, are assigned to and
assumed by the surviving or acquiring entity.
NO REPRISALS
There shall be no reprisals, penalties, recriminations, fines,
discrimination, or disciplinary action by the Union or the Employer against
any employee on account of his/her participation in or non-participation in,
or support or non-support, of the Union or the Union's corporate or contract
campaign against Xxxxxxxx.
RELEASE AND WAIVER
General Release and Settlement. The benefits contained in this MOS,
including the EFC Agreement and the LP Agreement, have been bargained, in
relevant part, in exchange for the consideration of both parties releasing
each other from any and all actions, claims, complaints or liabilities of
whatever kind or nature arising prior to the Effective Date of this MOS. The
parties do hereby release and forever discharge each other and their agents,
employees, or representatives, from and against any and all such actions,
claims, complaints or liabilities of whatever kind or nature, known or
unknown, arising prior to the Effective Date of this MOS, except those which
cannot be waived or released as a matter of law. Neither party shall
institute or prosecute, or participate or cooperate with any other party in
instituting or prosecuting against the other, on its own behalf or on behalf
of any other party, any new litigation, unfair labor practice charge,
grievance, claim, investigation or other action, based upon any conduct or
action occurring prior to the Effective Date of this MOS. Nothing contained
herein will limit the ability of either party to defend itself in pending or
future litigation.
Settlement and Release of Pending Matters. In addition to, and not
by way of limitation of, the general release and settlement above, Union
agrees to settle, withdraw and dismiss, with prejudice, the following
pending matters against Employer. To the extent any such settlement,
withdrawal and/or dismissal requires the approval, consent and/or other
action by any member of Union, by any governmental agency or official or any
other third party, Union will use its reasonable best efforts to obtain such
approval, consent and/or other such action from such party or parties.
(a) Unfair Labor Practice Charges.
(i) Within thirty (30) days following the
Effective Date of this MOS, and except as otherwise
provided below, Union agrees to withdraw all unfair
practice labor practice charges and to use its reasonable
best efforts to secure dismissal of all unfair labor
complaints filed against Employer with the National Labor
Relations Board, by Union, and/or on behalf of any present
or past member of Union, and pending as of the Effective
Date of this MOS, including, but not limited to all of the
unfair labor practice charges listed on the attached MOS
Appendix 4, incorporated herein by reference. Union
further agrees to use its reasonable best efforts, and to
take all reasonable measures including steps specified in
(iii) below, to secure the settlement, withdrawal and
dismissal, with prejudice, of those unfair labor practice
charges and complaints filed by any present or past member
of the Union or other
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bargaining unit employees listed on the attached MOS
Appendix 4, provided, however, Union will not be obligated
under the terms of this provision to dismiss or withdraw
the unfair labor practice charges and/or complaints listed
in the attached MOS Appendix 5, incorporated herein by
reference.
(ii) Within thirty (30) days following the
Effective Date of this MOS, Union agrees to use its
reasonable best efforts, and to take all reasonable
measures, to secure the settlement, withdrawal and
dismissal, with prejudice, of those unfair labor practice
charges and complaints listed on the attached MOS Appendix
6, incorporated herein by reference. To facilitate Union's
efforts in that regard, Employer agrees to make payments
directly to the complainants in such matters, in a total
sum of $15,000. Such payment shall be made only upon all
such matters being settled, withdrawn and dismissed, with
prejudice and upon Union delivering to Employer full and
complete releases, in a form reasonably acceptable to
Employer, duly executed by such complainants, releasing
Employer from any and all further liability with respect
to any and all claims, asserted or unasserted, against
Employer arising prior to the Effective Date of this MOS.
(iii) The parties further agree that the Union
shall not engage in any Organizing Campaign Activities as
defined in Section III.D of the EFC Agreement or otherwise
until the Union has requested withdrawal with prejudice of
all pending unfair labor practice charges listed in MOS,
Appendix 4; used its reasonable best efforts to have
withdrawn and dismissed all complaints listed in the MOS,
Appendix 4; has secured executed Settlement Agreements
that have become effective from individuals with pending
unfair labor practice charges listed in the Memorandum of
Settlement Appendix 6; and has provided the Employer with
a documentation evidencing all of the above.
(b) Occupational Safety and Health, and Other Regulatory
Matters. With respect to all complaints, investigations,
inspections and other matters pending against Employer
with the U.S. Occupational Safety and Health
Administration, or state equivalent agencies such as
CalOSHA, or with any other federal, state or local
regulatory agencies, including, but not limited to, the
matters listed on the attached MOS Appendix 7,
incorporated herein by reference, Union agrees that:
(i) Union shall withdraw as party from all such
matters and shall not provide financial support,
legal or technical counsel or other assistance to
any employee upon whose behalf such matter has
been initiated or prosecuted;
(ii) Union shall cooperate with Employer, and use
its best efforts to assist Employer to achieve
prompt settlement of all complaints,
investigations, inspections and other matters
listed in MOS Appendix 7.
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(iii) Union shall not seek party status in any
such case; and
(iv) Union shall not object to, resist or in any
way interfere with any settlement or attempt to
settle such matter on the part of Employer.
(c) Grievances. Within thirty (30) days following the
Effective Date of this MOS, and except as otherwise
provided below, Union agrees to dismiss and withdraw, with
prejudice those local labor contract grievances listed in
the attached MOS Appendix 8 that are noted to be dismissed
and withdrawn; provided, however, Union will be obligated
under the terms of this provision to dismiss or withdraw
those local labor contract grievances that are so noted on
MOS Appendix 8. The parties agree that the EFC Agreement
shall not become effective until all labor grievances to
be dismissed and withdrawn pursuant to this provision
have, in fact, been dismissed and withdrawn.
Release of Unknown Claims. For the purpose of implementing a full
and complete release of all claims, the Parties hereto expressly acknowledge
that the releases given in this MOS are intended to include in their effect,
without limitation, claims that they did not know or suspect at the time of
execution hereof, regardless of whether the knowledge of such claims, or the
facts upon which they might be based, would materially have affected the
settlement of this matter, and that the consideration given under this MOS
is also for the release of those claims and contemplates the extinguishment
of any such unknown claims. In furtherance of this settlement, the Parties
waive any rights they may have under California Civil Code, Section 1542, or
other similar statutes. Section 1542 states:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM
MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR.
Notwithstanding the language contained in California Civil Code
Section 1542, or other similar statutes, it is the intent of the parties
that they waive and relinquish any and all such claims or causes of action.
SCOPE OF MOS
To the fullest extent permitted by the National Labor Relations
Act, this MOS, including the EFC Agreement and the LP Agreement, applies to
all linen management and laundry service Facilities and/or subsidiaries over
which Employer exercises actual control of work assignments and labor
relations.
MANAGEMENT RIGHTS AT EXISTING UNITE HERE REPRESENTED FACILITIES
It is mutually agreed that, unless clearly and specifically limited
by the provisions of this MOS, the EFC Agreement, the LP Agreement,
applicable law or any Local Collective Bargaining Agreements, Employer has
and will retain the exclusive right and power to manage its facilities,
including, but not limited to the right to hire, discharge or discipline for
just cause, to assign or transfer its employees, to decide the products and
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services to be provided, the methods and schedules of production and service
including the means and process of production and services to plan, direct,
control, increase, decrease, or diminish operations in whole or in part, to
increase or change production or service work equipment; to sell, close, or
remove any branch or facility, to transfer work; to change equipment,
methods, facilities, areas of production or service, types of production or
service; to introduce new methods, products, techniques, and/or equipment;
to change or discontinue any procedure used in connection with production or
service; to add to or reduce the number of shifts; to change the work
schedules and/or the number of overtime hours to be worked; to determine the
number of employees that it shall employ at any time or in any job
classifications; to determine the job duties and responsibilities of any job
classification; to determine the qualifications necessary to any of the jobs
it shall have or may create in the future; to adopt, modify; change and
enforce reasonable safety and plant work rules; to establish reasonable
production and performance standards; to install or modify piece rates,
change hourly paid jobs to piece rate or piece rate to hourly paid; to, in
its discretion, assign or reassign work duties both of regular and overtime
work in accordance with its determination of the needs of respective jobs
and operations; to discontinue or transfer a product line, process or
portion of the business; to determine the identity and selection of any
carrier, trustee or administrator including the method of handling thereof
for benefits provided under any Employer administered benefit plan; and to
perform all other functions inherent in the administration and/or management
of the business.
DISPUTE RESOLUTION
To the extent that a dispute arises under this MOS, the parties
shall utilize the dispute resolution procedures outlined in V. D through I
of the LP Agreement to address such dispute.
COMPLETE AGREEMENT
This Settlement Agreement, including all exhibits, appendices and
other attachments hereto, represents the entire Agreement of the parties
with respect to the matters covered herein and shall be dispositive in the
event of any conflict with any other written or oral understandings or
agreements between the parties or other expressions of the parties' intent.
With the exception of proposals exchanged by the parties during the
negotiations of the Local Collective Bargaining Agreements attached hereto
as MOS Exhibits C, D, E and F, the proposals exchanged by the parties during
the negotiation of this MOS (and its respective subparts) shall not be
admissible in any dispute between the parties.
NO THIRD PARTY BENEFICIARIES
This MOS is not intended to create any third party beneficiary
rights. Only parties to this MOS, including permitted successors and
assigns, may enforce its provisions.
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PRESS RELEASE AND COMMUNICATIONS
The parties agree that promptly following the Effective Date of
this MOS, Employer may issue the Joint Press Release set forth on the
attached MOS Appendix 9, incorporated herein by reference. In addition, it
is understood and agreed that, in Employer's sole and exclusive option,
Employer may file or record with the Securities and Exchange Commission, or
with such other agency or authority which Employer determines in its
opinion, requires such filing or recordation, this MOS, along with any or
all of its exhibits.
The parties further agree that any communications made by either of
them, after the Effective Date, regarding this MOS, the EFC Agreement, the
LP Agreement, any collective bargaining agreement, or other matter, and/or
regarding the negotiations which have culminated in such agreements, will
not malign or denigrate the other party, or portray any such agreement or
negotiation as a defeat of, or concession by, such other party. All such
communications will be made in a manner that portrays such agreements as
positive and favorable for both parties and for Employer's employees and
other constituencies of each party.
XXXXXXXX CORPORATION UNITE HERE, AFL-CIO, CLC
By: /s/ Xxxxxxx X. X'Xxxx By: /s/ Xxxxx Xxxxxx
------------------------- -----------------------------
Name: Xxxxxxx X. X'Xxxx Name: Xxxxx Xxxxxx
----------------------- ---------------------------
Title: CEO Title: General President
---------------------- --------------------------
Date: 6/14/05 Date: 6/14/05
-------------- -------------
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MOS
EXHIBIT A
EMPLOYEE FREE CHOICE AGREEMENT
------------------------------
This Employee Free Choice Agreement (hereinafter "EFC Agreement"),
is made and entered into this 14th day of June, 2005 ("Effective Date"), by
and between Xxxxxxxx Corporation, including its affiliated entities
operating linen management and laundry service facilities, (hereinafter
collectively referred to as "Xxxxxxxx" or "Employer"), and UNITE HERE, AFL-
CIO, CLC, each of the UNITE HERE local unions listed on EFC Appendix 1
(attached hereto and incorporated herein by reference), each of the UNITE
HERE joint boards also listed on EFC Appendix 1 and all other UNITE HERE
local unions, joint boards and affiliates, (hereinafter collectively
referred to as "Union").
WHEREAS, Employer is engaged in the business of operating a linen
management and laundry services business presently through 35 laundry
facilities throughout the nation (hereinafter referred to individually and
collectively as "Facility" or "Facilities"), and is the largest provider of
such services to the healthcare industry; and
WHEREAS, Union presently represents over 3,500 employees at 23 of
Employer's 35 laundry Facilities; and
WHEREAS, Union has been engaged in protracted, nationwide corporate
campaign activities against Employer relating to certain organizing
disputes, and has planned a national labor strike against Employer regarding
local collective bargaining agreement terms; and
WHEREAS, the parties, desiring to put an end to the nationwide
corporate campaign activities and to avoid the planned national strike, have
negotiated in good faith with respect to all local contractual and all
national contractual and organizing, issues arising out of said corporate
campaign activities and planned strike action, and have entered into an
agreement to settle and resolve all such issues, (said agreement, being of
even date herewith, including all of its exhibits, attachments and
appendices, being hereinafter referred to as the "Memorandum of
Settlement"); and
WHEREAS, the parties, desiring to include as part of the
aforementioned settlement agreement, an agreement relating to Employee Free
Choice to provide workers at certain of Employer's other laundry facilities
not presently represented by a union, a fair process by which they may
determine whether they wish to be represented by the Union, have entered
into this EFC Agreement, (said EFC Agreement being hereby attached to and
incorporated by reference into the Memorandum of Settlement).
NOW, THEREFORE, in consideration of the mutual promises and
agreements set forth herein, and set forth in such other aforementioned
agreements between them, the parties agree as follows:
I. OVERVIEW
A. NEUTRALITY
----------
The Employer and the Union agree that the Employer will
take a neutral position when the Union undertakes a drive to
organize employees at one of its facilities pursuant to the EFC
Agreement. Neutrality means complying with the Ground Rules To
Ensure Employee Free Choice ("Ground Rules") set forth in EFC
Appendix 2 and incorporated herein by reference.
B. ORGANIZING PROCEDURES
---------------------
1. The parties agree to employ two different procedures for
determining whether employees wish to be represented by
the Union.
2. In the Employer's Current Facilities (including Ballston
Spa, New York and Lorain, Ohio), and in After-Acquired
Facilities (as defined below) in states banning Union
security (so-called "Right to Work" states including those
listed in EFC Appendix 3) majority status will be
determined through verification of newly-acquired
authorization cards.
3. In After-Acquired Facilities (as defined below) in states
permitting union security (so-called non-"Right to Work"
states) majority status will be determined by the holding
of private, non-NLRB elections.
4. In all Facilities covered by paragraphs 2 and 3 above, the
parties shall be bound by the Ground Rules. The Ground
Rules governing the parties' conduct shall be effective
immediately upon the Effective Date of this EFC Agreement.
II. DEFINITIONS
A. EMPLOYEES
---------
Employees, for purposes of this EFC Agreement, are those
Employees of Xxxxxxxx in the bargaining units defined below at
Current Facilities and After-Acquired Facilities of the Employer
described herein.
B. THE BARGAINING UNIT
-------------------
The "bargaining unit" at each Employer Facility, for all
purposes in this EFC Agreement, shall be a single facility unit and
shall include all full-time and regular part-time production and
unskilled maintenance employees working at
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Employer's laundry processing facility excluding truck drivers,
engineers/skilled maintenance, office employees and office
clericals, supervisors, guards, managers and professionals as
defined in the NLRA, employees represented by another labor union,
and all other employees.
C. CURRENT FACILITIES
------------------
"Current Facilities" shall include all laundry processing
facilities owned or operated by the Employer as of the effective
date of this EFC Agreement, excluding those facilities in which a
union currently represents all of the employees in the bargaining
unit (defined immediately above), and excluding the Worcester, MA
and Pawtucket, RI facilities. A list of Current Facilities is
attached as EFC Appendix 4 and incorporated herein by reference.
D. AFTER-ACQUIRED FACILITIES
-------------------------
1. "After-Acquired Facilities" shall include any laundry
processing facility that the Employer comes to own,
operate or establish after the effective date of this EFC
Agreement. For purposes of this EFC Agreement, the
Worcester, MA and Pawtucket, RI plants shall be deemed
After-Acquired Facilities.
2. The Employer shall provide written notice to the Union of
its intent to acquire an After-Acquired Facility when the
acquisition becomes public, or when the Company takes
control of a Facility, whichever occurs later. This notice
provision shall not apply to Worcester, MA or Pawtucket,
RI.
3. The Employer shall communicate to all employees at any
After-Acquired Facility and shall post the Initial
Employer Notice attached as EFC Appendix 7 or Appendix 8,
as applicable, informing the employees of this EFC
Agreement, within two (2) days of when the Company informs
the employees of its acquisition.
4. Within five (5) days of when the Employer posts the
Initial Employer Notice attached as EFC Appendix 7 or
Appendix 8, as applicable, informing employees of this EFC
Agreement, it shall provide the Union a list of the names
and addresses of all bargaining unit employees at the
Facility.
III. THE ORGANIZING CAMPAIGN AT CURRENT FACILITIES AND AFTER-ACQUIRED
FACILITIES
A. THE ORGANIZING CAMPAIGN PERIOD
------------------------------
1. Prior to beginning any Organizing Campaign Activities (as
defined herein) at any Current Facility or After-Acquired
Facility, the Union shall provide written notice of its
intent to organize that Facility to the Employer's
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general counsel and the general manager at the Facility to
be organized (hereinafter "Notice of Intent"). The parties
agree that the Union shall not be entitled to send any
Notice of Intent or to engage in any Organizing Campaign
Activities as defined in Section III.D of this EFC
Agreement or otherwise engage in any union organizing
activities at or near any Employer Facility until the
Union has requested withdrawal with prejudice of all
pending unfair labor practice charges listed in the MOS,
Appendix 4; used its best efforts to have dismissed all
complaints listed in the MOS, Appendix 4; has secured
executed Settlement Agreements (in the form attached as
Appendix 6A to the MOS) that have become effective from
individuals with pending unfair labor practice charges
listed in the MOS Appendix 6, in accordance with the terms
of the MOS; and has provided the Employer with a
documentation evidencing all of the above. The Organizing
Campaign Period shall begin immediately following the
Employee Communication Meeting described in the Ground
Rules. The Organizing Campaign Period shall end upon the
earliest of any one of the following events:
(1) the Neutral makes a final determination
whether the Union has demonstrated that
it represents a majority of bargaining
unit employees under the card-check
procedures described below,
(2) a secret ballot election is held to
determine whether a majority of
employees within the unit wish to be
represented by the Union (as described
below).
(3) twenty-eight (28) days after the date of
the Employee Communication Meeting
defined in the Ground Rules.
2. The Organizing Campaign Period shall be deemed to begin on
the day of the Employee Communication Meeting and shall
end at midnight on the 28th (twenty-eighth) day
thereafter. For example, if the Employee Communication
Meeting is held on Tuesday June 1st, the Organizing
Campaign Period will end at midnight on Tuesday June 29th.
B. ORGANIZING PROCEDURES
---------------------
1. Following receipt by the Employer of the Notice of Intent,
the parties shall schedule an initial meeting with the
Neutral within two (2) business days (as defined in the
Ground Rules) to discuss the employee selection
process/procedures (hereinafter referred to as the
"Initial Meeting") and to schedule the Employee
Communication Meetings pursuant to the Ground Rules
(hereinafter referred to as the "Employee Communication
Meeting").
4
2. The Initial Meeting shall take place no more than two (2)
business days after the Employer's receipt of the notice.
3. Within two (2) business days after the Initial Meeting,
the Employer shall provide to the Union employee names and
addresses and schedule Employee Communication Meetings
pursuant to the Ground Rules. The Employer will provide
updated lists to the Union during the campaign within two
(2) business days when there is any change to the
composition of the bargaining unit from the list
originally provided.
4. The Union shall keep the employee list confidential and
shall not disclose it to any party outside of the Union.
5. On or before the day of the Employee Communication Meeting
the Employer shall transmit to the Neutral signature
exemplars (such as W-4 forms) for all bargaining unit
employees. When the Employer transmits updates to the
Union under paragraph 3 above, it will simultaneously
transmit signature exemplars for new employees to the
Neutral.
C. FREQUENCY OF ORGANIZING CAMPAIGNS
---------------------------------
1. The Union shall conduct no more than three (3) Organizing
Campaigns at Current Facilities and/or After-Acquired
Facilities of the Employer at one time.
2. Upon conclusion of the Organizing Campaign Period, if the
Union has not been recognized, the Union will immediately
cease Organizing Campaign Activities (as defined below) at
that Facility and shall not initiate another organizing
campaign at that Facility for at least one year after the
conclusion of the Organizing Campaign Period.
D. ORGANIZING CAMPAIGN ACTIVITIES
------------------------------
Organizing Campaign Activities include any Union sponsored
activities at or near any Employer Facility, publication and
distribution of any written communications to employees at a
Facility, distribution of authorization cards or other Union
sponsored communications and/or activities with the purpose or
effect of attempting to organize employees at any Current Facility
or After-Acquired Facility.
E. UNION COMMUNICATIONS TO EMPLOYEES OUTSIDE OF THE ORGANIZING CAMPAIGN
--------------------------------------------------------------------
PERIOD
------
The Union may communicate with employees of any Current
Facility or After-Acquired Facility outside of the Organizing
Campaign Period so long as such communications do not occur at or
near any Employer Facility on any Employer premises or during work
time.
5
F. SUBSEQUENT ORGANIZING CAMPAIGNS
-------------------------------
The provisions of this EFC Agreement, including the Ground
Rules for Employee Free Choice and the procedures for Organizing
Current Facilities and After-Acquired Facilities shall govern any
subsequent Union organizing efforts during the term of this EFC
Agreement.
G. EMPLOYER WAIVER
---------------
The Employer waives its right to file a representation
petition with the NLRB in connection with any request for
recognition by the Union or its affiliates in connection with this
EFC Agreement.
H. UNION WAIVER
------------
The Union waives its right to file a representation
petition with the NLRB for Current or After-Acquired Facilities
except for facilities, if any, in which the Employer may not
lawfully recognize the Union pursuant to the provisions of this
Agreement. This provision does not limit the Union's right to
intervene in a NLRB representation proceeding filed by another
party.
IV. THE NEUTRAL
A. SELECTION OF THE NEUTRAL
------------------------
The Parties agree that Xxxx Xxxxxxxxx will be the Neutral
for all Xxxxxxxx Facilities covered by this Agreement. The parties
shall endeavor to use a well-respected local leader from the
community to assist the Neutral at each Facility. In the event that
the parties cannot agree upon a local neutral representative within
five (5) business days of the Union's notification of its intent to
organize a Facility, the Neutral shall select a local neutral
representative to assist him. Xxxxxx Xxxxxx or Xxxxx Xxxxxxx shall
function as the Neutral if Xx. Xxxxxxxxx is unwilling or unable to
do so. If neither Xx. Xxxxxx nor Xx. Xxxxxxx is able or willing to
serve as the neutral, the parties shall select a Neutral within
forty-eight (48) hours of such notification.
The parties shall share the expenses and fees of the Neutral
equally.
B. REMINDER POSTCARD
-----------------
Not later than two (2) weeks into the Campaign Period as
defined in the Ground Rules, the Neutral shall send to all
bargaining unit employees a postcard (in English and Spanish)
reminding them of their ability to complain to the Neutral, the
Union or the Employer if they feel that any party has acted in a
manner inconsistent with the Ground Rules. The template for the
Reminder Postcard is set forth in EFC Appendix 5 and incorporated
herein by reference.
6
C. EMPLOYEE COMPLAINTS RECEIVED BY THE NEUTRAL
-------------------------------------------
The Neutral may receive complaints from Employees that
either party has violated this EFC Agreement or the Ground Rules.
The Neutral shall forward such complaints to the Union and the
Employer. The Neutral shall not make any determinations or issue
any remedies relating to any such complaints.
If the Neutral receives questions from employees, he or
she may answer them if he or she can do so by reference to this EFC
Agreement and any of its Appendices or if in his or her discretion
the question can be answered without compromising the principle of
neutrality. Otherwise, the Neutral shall refer the question to the
Parties.
V. RECOGNITION PROCEDURES AT CURRENT FACILITIES
A. PROCEDURE FOR DETERMINING MAJORITY STATUS AT CURRENT FACILITIES:
----------------------------------------------------------------
1. The Union will be given a four-week time period following
the Employee Communications Meeting during which to
solicit and deliver signed cards to the Neutral to achieve
majority status. At any time during that four-week period,
the Union may formally request recognition at which time
the Union shall deliver all signed authorization cards to
the Neutral and provide simultaneous written notice
thereof to the Employer. Delivery is defined as the date
when the Neutral receives the authorization cards.
2. (a.) If the Neutral determines that the Union does not
have majority status, the Union may deliver one submission
of additional cards to the Neutral within the four-week
period. The Union shall provide simultaneous written
notice thereof to the Employer. Delivery is defined as the
date when the Neutral receives the authorization cards.
(b.) If the Neutral determines that the Union does not
have majority status in its first submission, he or she
shall inform the Union of the identities of the
individuals whose cards were invalidated and the reasons
thereto. He or she shall inform the Employer only that the
Union did not achieve majority status.
3. To be valid for the purposes of this Agreement, the
authorization cards shall:
a. Be dated and signed by bargaining unit employees
on or after the day of the Employee Communication
Meeting but on or before the last day of the
Organizing Campaign Period and
7
b. Shall include the following statement:
(1) By signing this card I designate UNITE
HERE as my exclusive collective
bargaining representatives at Angelica's
__________ facility.
(2) I understand that the union will
represent me without any election when
and if a majority of my co-workers at
this facility sign cards.
(3) I will pay dues only when I have the
benefits of a collective bargaining
agreement.
(4) I understand that my monthly/weekly dues
will be _____.
(5) There will be no union initiation fees
for employees who are on Angelica's
payroll at the time the first contract
becomes effective.
c. The authorization card template reflecting the
text of the card is attached as EFC Appendix 6
and incorporated herein by reference.
4. The Initial Employer Notice set forth in EFC Appendix 7 or
EFC Appendix 8, as may be appropriate, including the
Questions and Answers attached thereto (and incorporated
herein by reference) shall be communicated to all
employees at Current Facilities and posted in all Current
Facilities within five (5) business days of the Effective
Date of this EFC Agreement.
5. The Neutral or the local neutral representative need not
be physically present at the facility to count the cards.
B. REVIEW OF AUTHORIZATION CARDS BY NEUTRAL
----------------------------------------
1. When the Union requests card-check recognition, the
Neutral shall review the Union's cards and make a
determination of majority support.
2. Majority support means that the Union has demonstrated to
the Neutral through the authorization cards that it
represents a majority of the bargaining unit employees at
the Facility who are on the payroll as of the date the
Union requested card check recognition by submitting the
cards to the Neutral.
3. The Neutral shall compare the signatures on the
authorization cards to signature specimens from the
employees' personnel files provided by the Employer.
4. The Neutral shall not disclose the identity of card
signers to the Employer.
8
5. The Neutral shall not count a card if he /she determines
that it is untimely, not genuine or not delivered by the
Union in a manner consistent with the requirements of this
Agreement.
6. The Neutral, upon making a determination of majority
status, shall immediately provide written notice of his
determination to both parties.
7. Under this process, the Neutral is empowered to determine
issues that can be resolved from the face of the
authorization card itself compared to the Employer
exemplars. Issues requiring credibility determinations,
determinations on allegations of violations of the
provisions of this Agreement or the Ground Rules and all
other challenges to the process including the accuracy of
the Employer's list of eligible employees are to be
resolved by the Arbitrator pursuant to the Dispute
Resolution procedure described below.
C. RESULTS OF ORGANIZING CAMPAIGN
------------------------------
If the Union secures majority status as determined by the
Neutral by the end of the Organizing Campaign Period, the Employer
shall recognize the Union as the exclusive bargaining
representative of the Bargaining Unit employees at that Facility.
If the Union does not secure majority status by the end of
the Organizing Campaign Period as determined by the Neutral, the
Union will immediately cease and discontinue all organizing
campaign activities at the Facility and follow the requirements set
forth in Sections III. C. 2 above.
Both parties shall have the right to file challenges
and/or objections under Section VII below.
D. BALLSTON SPA, NY AND LORAIN, OH FACILITIES
------------------------------------------
If the Union is recognized through the card check process
at either the Ballston Spa, New York or Lorain, Ohio facilities,
then, after agreement on a collective bargaining agreement is
reached, the Union shall conduct secret ballot votes on
ratification on the collective bargaining agreement at those
facilities.
VI. RECOGNITION PROCEDURES AT AFTER-ACQUIRED FACILITIES.
A. FOR STATES PROHIBITING UNION SECURITY
-------------------------------------
1. The parties agree to utilize the card check process
described above in Section V above to determine the issue
of majority status at any After-Acquired Facility in any
state that prohibits union security (so-called "Right To
Work States" set forth in EFC Appendix 3).
9
B. FOR STATES PERMITTING UNION SECURITY
------------------------------------
1. As to any After-Acquired Facility located in a state where
union security clauses are permitted (so-called "non-Right
To Work states) the parties shall utilize the American
Arbitration Association ("AAA") to conduct a secret manual
ballot election among the employees. The parties shall
share AAA's costs equally.
2. The election shall be held on a date selected and agreed
to by the parties. Such election date shall be on a payday
no less than ten (10) days and no more than twenty (20)
days after the Employee Communication Meeting.
3. The election shall utilize the procedural safeguards of an
NLRB election, including posting an election notice,
ballots and notices in appropriate languages, and
convenient voting locations and hours.
4. Employees on the Employer's payroll as of the date of the
election shall be eligible to vote.
5. The parties shall endeavor to reach agreement on the
mechanics of the election. If they are unable to do so,
the Arbitrator (as defined in Section VII below) shall
make a final and binding written determination on these
issues within forty-eight (48) hours of hearing the
dispute.
C. RESULTS OF ELECTION
-------------------
If the Union obtains a majority of the valid votes cast in
the election, the Employer shall recognize the Union as the
exclusive bargaining representative of the bargaining unit
employees at the Facility. If the Union fails to secure a majority
of the valid votes case in the election, it will immediately cease
and discontinue all organizing campaign activities at the Facility
and follow the requirements set forth in Section III. C. 2.
Both parties shall have the right to file challenges
and/or objections under Section VII below.
VII. DISPUTE RESOLUTION
A. SCOPE
-----
This provision covers all disputes arising from the
interpretation or application of this EFC Agreement and/or the
Ground Rules except for the issues reserved for the Neutral in
Section V.B. above.
B. GOOD FAITH NEGOTIATIONS
-----------------------
If either party believes the other has violated the
provisions of this EFC Agreement or the Ground Rules set forth in
EFC Appendix 2, the parties shall
10
first endeavor to resolve any disputes through good faith
negotiations. If they cannot do so, written submission to
arbitration shall be made no later than five (5) business days
after the event giving rise to the dispute.
C. SUBMISSION TO ARBITRATION
-------------------------
If disputes cannot be resolved through good faith
negotiations under Section VII.B above, then they may be submitted
to arbitration by either party. Notice of the demand for
arbitration shall be in writing and include a complete statement of
the issue as well as a certification of the inability of the
parties to resolve the matter through good faith negotiations.
D. ARBITRATION HEARING
-------------------
The Arbitrator (as selected below) shall hold a hearing
within three (3) business days after written notification to the
Arbitrator by a party. The Arbitrator shall issue a written order
on whether a violation occurred, and, if so, on the appropriate
remedy within five (5) business days after the close of the
hearing. Any post-hearing written briefs must be submitted within
two (2) business days after the close of hearing. The parties may
mutually agree to waive these time limits.
E. CEASE AND DESIST ORDERS
-----------------------
If a party seeks only an order that prohibited conduct
cease and desist from the Arbitrator, there shall be a hearing
within twenty-four (24) hours and the Arbitrator shall issue a
bench decision followed by a written decision. The Arbitrator's
Decision and Order shall be limited to the dispute before him and
will have no precedential effect.
F. MATERIAL MISREPRESENTATION
--------------------------
If the Employer believes that a statement by the Union is
a material misrepresentation, the Employer shall inform the Union
of its allegation and inform the Union of the corrective response
which the Employer proposes to issue. If the parties cannot reach
agreement on the content and form of Employer's response within six
(6) hours after the Union's receipt of the Employer's proposal, the
Employer may respond in the manner that it proposed to the Union.
Such a response shall not involve an attack on the Union. The Union
may request an order from the Arbitrator in relation to fairness of
the Employer's response. The Employer's response or lack thereof
shall not waive its right to seek arbitration over the Union's
alleged misrepresentations but may be considered by the Arbitrator.
11
G. FINAL AND BINDING RESOLUTION
----------------------------
The Arbitrator (as identified and selected below) is
authorized to issue final and binding resolutions of all disputes
within the scope of this provision as defined in Section VII. A
above.
H. EXCLUSIVE METHOD OF DISPUTE RESOLUTION
--------------------------------------
This Dispute Resolution procedure is the exclusive method
of resolving disputes within the scope of this provision as defined
in Section VII. A above. The parties waive their rights to resolve
these issues through the National Labor Relations Board ("NLRB") or
other judicial/administrative forum, except for enforcement
proceedings as described below.
I. REMEDIES
--------
The Arbitrator is specifically authorized to resolve and
remedy, as appropriate allegations of unfair labor practices by the
parties or violations of the Ground Rules and challenges arising
from the elections, and to order remedies consistent with the NLRB
remedial scheme and the intent of this Agreement. The Arbitrator
shall not have the power to add to or subtract from, or modify any
of the terms of this Agreement.
J. SELECTION OF ARBITRATOR
-----------------------
Listed in EFC Appendix 9 is the panel of agreed-upon
Arbitrators available to resolve disputes under this Agreement. If
a dispute arises, they shall be asked to resolve it in rotating
order, beginning with the First Arbitrator in EFC Appendix 9. The
first Arbitrator available to hear the dispute within 24 hours or
three days as appropriate shall be selected. If none are available,
then the Arbitrator with the earliest availability shall resolve
the dispute.
K. COSTS OF ARBITRATOR
-------------------
The fees of the Arbitrator and administrative expenses
shall be shared equally between the Employer and the Union. Each
party shall pay its own counsel and bear all its own costs and
expenses.
L. ENFORCEMENT
-----------
If an Arbitrator's award is not followed, or if any party
refuses to resolve a dispute through arbitration, the parties may
seek enforcement under the provisions of Section 301 of the Labor
Management Relations Act in federal court.
12
XXXXXXXX CORPORATION UNITE HERE, AFL-CIO
By: /s/ Xxxxxxx X. X'Xxxx By: /s/ Xxxxx Xxxxxx
------------------------- -----------------------------
Name: Xxxxxxx X. X'Xxxx Name: Xxxxx Xxxxxx
----------------------- ---------------------------
Title: CEO Title: General President
---------------------- --------------------------
Date: 6/14/05 Date: 6/14/05
-------------- -------------
13
APPENDIX A
GROUND RULES TO ENSURE EMPLOYEE FREE CHOICE
1. The parties recognize that national labor law guarantees
employees the right to form or select any labor
organization to act as the employees' exclusive bargaining
representative for the purpose of collective bargaining,
as well as the right to refrain from engaging in any or
all such activities. These Ground Rules shall apply at the
Company's Current and will apply to After-Acquired
Facilities (as defined in Sections II and III above)
immediately upon the Effective Date of this EFC Agreement.
2. The Employer agrees to take a neutral approach to the
unionization of its employees. The Employer (and its
supervisors and agents) will not take any action or make
any statement in opposition to the selection by its
employees of a collective bargaining agent, nor shall it
state any preference for or opposition to the union as a
bargaining agent for its employees (or any segment
thereof). The Employer will indicate that it neither
supports nor opposes unionization by the Union.
Following the effective date of this EFC Agreement, except
in cases of material misrepresentations by the Union, the
Employer may only communicate to its employees at its
Current and After-Acquired facilities (as defined in
Sections II and III above) on subjects concerning the
Union by directing employees to EFC Appendices 7 or 8, as
applicable. All such documents shall be translated into
all appropriate languages, shall be posted on bulletin
boards at the facilities, and may be distributed to
employees by either party upon request.
3. The parties further recognize that organizing activity
conducted pursuant to this Agreement should be conducted
in an atmosphere of mutual respect toward one another and
toward the employees. Employees should have the choice to
be represented by a collective bargaining agent or not
without fear of coercion, intimidation, interference or
threats from either the Employer or the Union. To that
end, the Employer agrees not to discriminate against,
discharge or otherwise discipline any employees because
they joined the Union, signed authorization cards or
petitions, or engaged in protected concerted activity. The
Union agrees that its representatives will not intimidate,
coerce, restrain or threaten any employees of the Employer
in an effort to obtain authorization cards or employee
support.
4. The prohibited conduct set forth in Section III of the
Labor Peace Agreement entered into between the parties
contemporaneously with this EFC Agreement shall apply to
all Union activities covered under the EFC Agreement and
these Ground Rules.
14
5. The Union agrees that it shall make no negative,
disparaging or derogatory comments about the Employer
related to, its products, operations, officers,
shareholders, stakeholders, managers or supervisors. There
shall be no attacks by either Union or the Employer upon
each other. The Union may advocate improvements in the
Employer's employment policies.
6. The Union shall not disclose Xxxxxxxx financial
information, including management salaries and expenses.
7. The Union shall not make any material misrepresentations
to employees.
8. The Union will not communicate to the media, customers,
vendors, shareholders, politicians, community
organizations, advocacy organizations, clergy, financial
institutions, or any other third party regarding its
organizing campaign at any Employer Facility.
9. Both parties agree not to instruct, facilitate, condone,
advocate or support any employees' violation of this EFC
Agreement, including these Ground Rules. If any employee
or group of employees engages in actions which breach the
EFC Agreement independently, the Union and the Employer
shall publicly disavow this conduct in a manner that
communicates this message to all employees at the facility
and to any parties toward whom such actions were directed.
10. Access:
10.1 During the twenty-eight (28) day campaign period,
the Employer shall allow up to two designated Union
representatives access to the employee lunchroom or other
Employer designated non-work areas as set forth below for
the purpose of communicating with bargaining unit
employees during their non-work times.
10.2 Designated Union Representatives, while on the
Employer's premises, shall:
1. Register with plant management prior to
entering the plant and before leaving
the plant.
2. Behave in a professional, decorous and
non-disruptive manner at all times.
3. Obey all safety rules.
4. Only communicate with employees during
non-work time in designated non-work
areas.
15
5. Not interfere with the Company's
operations or production.
6. Otherwise comply with these Ground
Rules.
10.3 Designated Union Representatives access to the
Employer's premises and property shall be limited as
follows:
1. Union representatives shall have access
only to Employer designated lunch-rooms
and/or other non-work areas.
2. During the first two weeks of the
campaign period Union representatives
shall have access for up to three (3)
days per week during Employer designated
employee lunch periods on each shift.
3. During the third and fourth week of the
campaign period, Union representatives
shall have access for up to two (2) days
per week during Employer designated
employee lunch periods on each shift.
4. The Union may select which days it
desires access. The Union shall give the
Employer its schedule of selected dates
at the Initial Meeting.
10.4 The Union may post leaflets at the sites where
Employer notices are customarily posted, so long as the
leaflets are not derogatory, disparaging or defamatory.
11. Employee Communications Meeting:
11.1 After receiving notice from the Union of an intent
to organize a facility, the Employer shall schedule a short
information meeting for each shift at the mutual
convenience of the parties but within five (5) business
days of such notice (the "Employee Communications
Meeting").
11.2 The Employer shall read the statement attached as
Ground Rules Attachment I, affirming employees rights to
freely choose unionization or not. The Union will be given
an opportunity to address the employees in order to
provide information about the Union and to answer
questions. The general outline of the Union's presentation
is attached as Ground Rules Attachment II. In no event
shall the Union solicit authorization cards in the
presence of any Employer representative. The Employer
representative shall leave after all of the initial
presentations are completed so that cards may be gathered
at the meeting. The Neutral shall end the meeting no later
than thirty (30) minutes after the Employer representative
leaves the meeting. The Union representative will leave
the Employer's premises with the Neutral at the end of the
meeting.
16
11.3 The Neutral shall attend the meeting and present
the statement attached as Ground Rules Attachment III,
explaining either the card check process or election
process and informing employees of their right to lodge
complaints with the Neutral concerning coercion or
interference with their free choice.
MOS
EXHIBIT B
NATIONAL LABOR PEACE AGREEMENT
This National Labor Peace Agreement, including all exhibits,
appendices and other attachments hereto (hereinafter collectively the "LP
Agreement"), is made and entered into this 14th day of June, 2005,
("Effective Date"), by and between Xxxxxxxx Corporation, including its
affiliated entities operating linen management and laundry service
Facilities, (hereinafter collectively referred to as "Xxxxxxxx" or the
"Employer"), and UNITE HERE, AFL-CIO, CLC, each of the UNITE HERE local
unions listed on LP Appendix 1 (attached hereto and incorporated herein by
reference), each of the UNITE HERE joint boards also listed on LP Appendix 1
and all other UNITE HERE local unions, joint boards and affiliates,
(hereinafter referred to collectively as "Union").
WHEREAS, Employer is engaged in the business of operating a linen
management and laundry services business through 35 laundry Facilities
throughout the nation, (hereinafter referred to, along with all
After-Acquired Facilities defined below, individually and collectively as
"Facility" or "Facilities"), and is the largest provider of such services to
the healthcare industry; and
WHEREAS, Union presently represents over 3,500 employees at 23 of
Employer's 35 laundry Facilities; and
WHEREAS, Union has been engaged in protracted, nationwide corporate
campaign activities against Employer relating to certain organizing
disputes, and has planned a national labor strike against Employer regarding
local collective bargaining agreement terms; and
WHEREAS, the parties, desiring to put an end to the nationwide
corporate campaign activities and to avoid the planned national strike, have
negotiated in good faith with respect to all local contractual and all
national contractual and organizing issues arising out of said corporate
campaign activities and planned strike action, and have entered into an
Agreement to settle and resolve all such issues, (said Agreement, being of
even date herewith, including all of its exhibits, attachments and
appendices, being hereinafter referred to as the "Memorandum of
Settlement"); and
WHEREAS, the parties, desiring to include as part of the
aforementioned settlement Agreement, an Agreement relating to national labor
peace to end the labor strife between them and to establish alternative
means for resolving any differences that might arise between them in the
future, have entered into this LP Agreement, (said LP Agreement being hereby
attached to and incorporated by reference into the Memorandum of
Settlement).
NOW, THEREFORE, in consideration of the mutual promises and
Agreements set forth herein, and set forth in such other aforementioned
Agreements between them, the parties agree as follows:
I. OVERVIEW
A. This LP Agreement is a contract between an employer and a
labor organization representing employees in an industry
affecting commerce as defined by Section 301 of the Labor
Management Relations Act, 29 U.S.C. Section 185.
B. Immediately upon the execution of this LP Agreement, the
Union agrees to terminate its corporate campaign
activities, to settle its planned strike action, and to
cease all adverse economic activity and adverse publicity
of every nature whatsoever against the Employer, except as
permitted by this LP Agreement.
II. DEFINITIONS
A. "After Acquired Facilities" means any laundry processing
Facility that the Employer comes to own, operate or
establish after the Effective Date of LP Agreement.
B. "Current Facilities" means all laundry processing
Facilities owned or operated by the Employer as of the
Effective Date of this LP Agreement excluding those
Facilities in which the Union currently represents all of
the employees in the bargaining unit.
C. "Corporate Campaign Activities" (CCA) means any Union
communication or action directed towards third parties,
either directly or through intermediaries, intended to,
likely to or that is reasonably foreseeable to influence
Xxxxxxxx or affect Angelica's actions or decisions. CCA
includes actions or communications which: disparage the
motives, actions or legitimacy of the Employer, including
but not limited to its business, corporate structure,
finances, safety record, environmental, consumer
protection, or human rights records and labor relations
policies, except as noted below. CCA also include actions
or communications which denigrate or harm Angelica's
financial standing, reputation, business, customers,
customer relations, vendors, vendor relations, operations,
directors, employees or shareholders. intended to, likely
to or that are reasonably foreseeable to influence
Xxxxxxxx or affect Angelica's actions or decisions. "Third
parties" includes the media, customers, vendors,
shareholders, politicians, community organizations,
advocacy organizations, clergy, financial institutions and
any other stakeholder groups except Xxxxxxxx employees
represented by the Union.
D. "Existing Organized Facilities" means the twenty-three
(23) Xxxxxxxx Facilities that are currently represented by
the Union as of the Effective Date of this LP Agreement.
2
E. "Local Collective Bargaining Agreements" means collective
bargaining Agreements between the Employer and the Union
(and/or any of its affiliates) at an Existing Organized
Facility.
III. PROHIBITED CONDUCT
A. The Union shall refrain from engaging in all Corporate
Campaign Activities (as defined in Paragraph II. C. above)
against the Employer or any of its Facilities.
B. The Union also agrees not to support, condone, sponsor or
advocate any slow downs, tie-up of equipment, "inside
game" activities, or "work to rule" campaigns, against the
Employer or any of its Facilities. In addition, the Union
shall not support, condone, sponsor or advocate any
demonstrations, picketing, disruption of work, walk outs,
strikes or sympathy strikes against the Employer or any of
its Facilities, except as set forth in Section IV. B. 3
below. Nothing in this LP Agreement, however, shall be
interpreted to limit the Union's right to communicate with
its members and the employees it represents, consistent
with existing access rights, if any, in Local Collective
Bargaining Agreements and in accordance with the
provisions with this LP Agreement.
C. The Union shall not provide financial or other support to
any employees, other individuals, groups or attorneys
bringing civil or administrative actions against Xxxxxxxx.
However, nothing in this LP Agreement shall prohibit the
Union from informing employees of their legal rights.
D. The Union shall not sponsor, advocate, finance, condone or
support any employees, other individuals, or groups for
any third parties to engage in any of the activities
prohibited above. Upon the occurrence of one or more of
the prohibited activities specified in this LP Agreement,
the Union, upon notice from Xxxxxxxx, will promptly
(within 24 hours) disavow the prohibited activity in a
manner that communicates this message to all employees at
the Facility and to any parties toward whom such actions
were directed, and to any other third parties that the
Employer indicates should receive the communication.
E. The Employer shall not communicate with or take action
toward third parties intended to denigrate or undermine
the legitimacy of the Union, except to enforce the terms
of this Agreement. Nothing herein shall restrict the
Employer's right to communicate with its employees
consistent with applicable law except as set forth in the
Employee Free Choice Agreement attached to and
incorporated into the Memorandum of Settlement
(hereinafter referred to as the "EFC Agreement").
F. Notwithstanding anything to the contrary contained above,
each party agrees that communications by either of them to
employees of the Employer, may be critical of the other
party's policies and practices as they related to issues
in dispute between the parties; provided, however,
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that no such communications shall denigrate or disparage
the other party or its personnel.
G. Nothing in this Agreement shall limit the ability of
either party to defend itself in pending or future
litigation.
IV. LABOR DISPUTES
A. In connection with the collective bargaining of Local
Collective Bargaining Agreements, the parties jointly
agree to endeavor to resolve problems through direct
dialogue and negotiations without resorting to outside
authorities. In this regard, the parties shall develop an
approach to collective bargaining that maximizes mutual
gains and minimizes the chance for confrontation and
unresolved dispute.
B. If, despite these efforts, the parties are unable to
successfully negotiate a collective bargaining Agreement
(or a successor collective bargaining Agreement) at an
Xxxxxxxx Facility after exhausting good faith
negotiations:
1. The Union may strike that Facility, engage in
lawful primary picketing and inform employees of
its views concerning the issues in the strike.
"Lawful primary picketing" shall be defined as
lawful picketing at the struck Facility where the
labor dispute arose and lawful picketing of other
Xxxxxxxx Facilities performing struck work.
2. The Employer may inform employees of its views
concerning the issues in the strike; and exercise
its lawful rights, including locking out
employees of the Facility, unilaterally
implementing its final offer following good faith
impasse; and employing replacement workers to the
extent permitted by law.
3. In the event of a strike or lockout, the Union
will not picket customers receiving struck work
or non-Xxxxxxxx Facilities performing struck work
for a period of thirty (30) days after
commencement of the strike. Following such thirty
(30) day period, the Union may engage in
ambulatory picketing ("between the headlights")
of customers receiving struck work or in picketing
of non Xxxxxxxx facilities performing struck work
consistent with applicable law. Any other
economic pressure involving customers or third
parties is prohibited by this Agreement.
4. In the event of a strike or lockout, the Union
may inform the media of the contractual issues at
stake through general written press releases
explaining the issues. The Union shall not take
any other action inconsistent with the
prohibition on CCA contained in this Agreement.
5. The Union shall not engage in any sympathy
strikes during the term of this LP Agreement at
any Xxxxxxxx Facility.
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V. DISPUTE RESOLUTION
A. The Employer and the Union agree that dispute resolution
procedures in this LP Agreement shall be the sole and
exclusive means for resolving all disputes arising between
the parties under this LP Agreement. To the extent a
dispute under the LP Agreement also implicates rights and
obligations under Local Collective Bargaining Agreements,
nothing herein is intended to diminish the Parties'
ability to enforce such rights and obligations under Local
Collective Bargaining Agreements.
B. During such time as Local Collective Bargaining Agreements
have expired such that the no-strike/no lockout provisions
of a Local Collective Bargaining Agreement are not in
effect, the arbitration provisions of this LP Agreement
shall remain in effect to resolve disputes arising under
this LP Agreement. Nothing in this LP Agreement, however,
shall require the parties to arbitrate the terms of any
new Local Collective Bargaining Agreement.
C. Nothing in this LP Agreement shall be interpreted to
preclude Union representation of or advocacy on behalf of
employees (to whom the Union owes a statutory duty) before
the NLRB. Moreover, this LP Agreement does not restrict
the rights of employees to invoke procedures and remedies
protected by statute, provided the Union shall not use
this exception to sponsor, advocate, finance, condone or
support the concerted filing of such employee charges.
D. Any alleged violation or dispute involving the terms of
this LP Agreement may be brought to a joint committee
composed of the General Counsels of the Union and the
Employer or their designees. If the alleged violations or
dispute cannot be satisfactorily resolved by the parties
within twenty four (24) hours of such notification
(excluding Saturdays, Sundays and holidays), either party
may submit such dispute to an Arbitrator for an expedited
hearing. The expedited hearing shall be held within five
(5) business days after written submission to the
Arbitrator by a party. The Arbitrator must render a
decision within five (5) business days of the close of the
hearing. Any post-hearing written briefs must be submitted
within three (3) business days after the close of the
hearing. The Arbitrator's decision shall be limited to
whether or not the LP Agreement has been violated. If the
Arbitrator finds that the LP Agreement has been violated,
he/she shall issue a cease and desist order. This
procedure for breaches of this LP Agreement shall be
utilized in the place of any applicable grievance and
arbitration provisions of any Local Collective Bargaining
Agreement.
E. Each party retains the right to seek judicial enforcement
of the Arbitrator's determination and order. The
prevailing party in the arbitration further retains the
right to seek monetary damages and other relief from a
court of competent jurisdiction for breach of this LP
Agreement through an action under Section 301 of the Labor
Management Relations Act. Each party also retains the
right to seek enforcement under the provisions of Section
301 of the Labor Management Relations Act in the event
that any party refuses to resolve a dispute through
arbitration.
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F. Notwithstanding the foregoing, this LP Agreement is not
intended to supplant or otherwise diminish each party's
ability to seek appropriate equitable remedies in a court
of competent jurisdiction. Each party hereby reserves its
right to seek such remedies, including but not limited to
injunctive relief in both state and Federal court in the
event of any violation of any Local Collective Bargaining
Agreement or other unlawful conduct.
G. Listed in LP Agreement Appendix 2 is the panel of agreed
upon Arbitrators available to resolve disputes under this
LP Agreement. If a dispute arises, the Arbitrator asked to
resolve this dispute shall be selected in rotating order
beginning with the first Arbitrator listed in LP Agreement
Appendix 2. If the initial Arbitrator is not available to
hear the dispute within five(5) business days, the parties
shall move down the list and select the first Arbitrator
available to hold the hearing within the period required
under this procedure. If no Arbitrator is available, then
the Arbitrator with the earliest availability shall
resolve the dispute.
H. The fees of the Arbitrator and administrative expenses
shall be shared equally between the Employer and the
Union. Each party shall pay its own counsel and bear its
own costs and expenses.
I. The Arbitrator shall not have the power to add to subtract
from, or modify any of the terms of this LP Agreement.
VI. INCORPORATION INTO EXISTING LABOR AGREEMENTS
A. This LP Agreement, as it applies to Existing Organized
Facilities, shall become a supplement to the Local
Collective Bargaining Agreements of all Existing Organized
Facilities as of the Effective Date of this LP Agreement.
This LP Agreement is intended to add to and not diminish
or otherwise alter the prohibitions against strikes or
work stoppages in local Agreements including but not
limited to the rights of Xxxxxxxx to discipline employees
for violations of local no-strike provisions.
B. The Union and the Employer agree that the provisions of
this LP Agreement, as it applies to Existing Organized
Facilities, shall be incorporated into all Local
Collective Bargaining Agreements for Existing Organized
Facilities set forth in Appendix 3 to this LP Agreement
through the execution of individual Memoranda of Agreement
in substantially the same form as set forth in Appendix 4
to this LP Agreement. Each such Memorandum of Agreement
shall be signed by the appropriate Employer representative
and by the appropriate official of the Union with legal
authority to execute collective bargaining Agreements with
Xxxxxxxx. Notwithstanding anything to the contrary
contained herein, this LP Agreement shall continue in full
force and effect throughout the term of this LP Agreement,
including as to each Local Collective Bargaining
Agreement, notwithstanding the expiration of any such
Local Collective Bargaining Agreement or any successor
Local Collective Bargaining Agreements.
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C. Except as otherwise provided in this LP Agreement, in the
event of a conflict between this LP Agreement and any
Local Collective Bargaining Agreement between the parties,
this LP Agreement shall prevail.
VII. NOTICE TO EMPLOYEES
The Union agrees to attach this LP Agreement to the
Local Collective Bargaining Agreement at each Existing Organized
Facility within thirty (30) days of the Effective Date of this LP
Agreement and to disclose the existence of this LP Agreement prior
to ratification of any Local Collective Bargaining Agreements
referred to in Exhibits C, D, E and F of the Memorandum of
Settlement, whichever occurs first. For all other Facilities, the
Employer shall post this LP Agreement forty-eight (48) hours prior
to the initial Employee Communications Meeting under the EFC
Agreement.
VIII. TERM OF AGREEMENT
This LP Agreement shall commence on the Effective Date
(hereinabove defined), and shall remain in full force and effect,
subject to earlier termination in accordance with its terms, for a
period of ten (10) years, after which it will terminate by its own
terms.
XXXXXXXX CORPORATION UNITE HERE, AFL-CIO, CLC
By: /s/ Xxxxxxx X. X'Xxxx By: /s/ Xxxxx Xxxxxx
------------------------- -----------------------------
Name: Xxxxxxx X. X'Xxxx Name: Xxxxx Xxxxxx
----------------------- ---------------------------
Title: CEO Title: General President
---------------------- --------------------------
Date: 6/14/05 Date: 6/14/05
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