HomeMy Public PortalAbout2013-10-10-cba-final
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METROPOLITAN ST. LOUIS SEWER DISTRICT
CAPITAL IMPROVEMENT REPLACEMENT PROGRAM
COMMUNITY BENEFITS AGREEMENT
This Community Benefits Agreement (“CBA”) dated as of the ______ day of _______________,
2013, is entered into by and between the Metropolitan St. Louis Sewer District (“MSD”) and the
signatory St. Louis area community groups and organizations (“Signatories”). This agreement shall be
operative from the date of its full execution by the Parties through December 31, 2033. This agreement
may be amended by agreement of the parties. If any party to this agreement is unable to agree upon any
proposed amendment to this CBA then that party’s continued inclusion in this CBA shall be subject to
termination pursuant to Section XI of this agreement.
RECITALS
A. MSD is a municipal corporation and political subdivision of the State of Missouri,
established by Section 30 of Article VI of the Missouri Constitution.
B. Pursuant to the Consent Decree entered on April 27, 2012, MSD will make massive
improvements to its sewer system located throughout St. Louis City and County. This undertaking is
known as MSD’s Capital Improvement Replacement Program (“CIRP”).
C . MSD acknowledges its intent to collaborate with the Signatories to implement this CBA in
order to insure the flow of economic and educational benefits derived from the CIRP to the St. Louis City
and County communities.
D. The Signatories acknowledge their intent to refrain from all litigation associated with or in
any way related to the CIRP and to further refrain from any and all demonstrations or visible actions
designed to advocate a position on a particular issue that may obstruct MSD business arising from or in
any way related to the CIRP.
E. The Signatories include:
F. MSD believes that an important goal of the CBA is to facilitate the return of unemployed or
underemployed journeyman and apprentice minority and women workers in sewer related occupational
titles (or occupations) to work on its projects. The district intends to structure its inclusion programs with
this goal in mind. Any gap that remains in achieving established workforce goals would be the target of
CBA training programs.
G. The St. Louis Building and Construction Trades Council August 8, 2012 letter memorializes
that the St. Louis Building and Construction Trades Council, the Carpenters’ District Council of Greater
St. Louis and Vicinity and the Eastern Missouri Laborers’ District Council agree the best way to support
the results of the MSD Disparity study will be to apply the percentage guidelines determined to be
appropriate by the study on a trade by trade basis. If applied in this manner each skilled trade Union
pledges to follow the percentage guidelines of the study when referring and/or recruiting minorities and
women for MSD projects.
H. The MSD Executive Director is authorized to enter into this CBA by Ordinance
No.___________________, adopted ____________________.
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PURPOSE
The purpose of this CBA for the MSD CIRP is to provide for a concerted and coordinated effort
on the part of MSD and the Signatories, to maximize the economic and educational benefits of the project
to the St. Louis City and St. Louis County communities. Through this CBA, the parties to this agreement
will generate job training and employment opportunities targeted to community residents in need of
training and employment; will generate business opportunities for St. Louis area Minority owned and
Women owned businesses and will generate internship and other educationally related opportunities to
targeted community school children.
AGREEMENT
NOW THEREFORE, for and in consideration of the mutual promises herein contained MSD and
the Signatories, agree as follows:
I. DEFINITIONS.
As used in this CBA, the following capitalized terms shall have the following meaning. All
definitions include both the singular and plural form.
“Area Median Income” shall mean the area median income, as adjusted for family size for the St.
Louis Metropolitan Area as determined by Federal, State or Local agencies charged with the
responsibility of publishing such information.
“CBA” shall mean the Community Benefits Agreement.
“Contract Award Process” shall mean the process through which Project Contracts are awarded
through RFP, responsive bid and contract award consistent with Missouri statutes and the MSD
Charter Plan.
“First Source Hiring Program” shall mean the program established under this CBA designed to
identify Targeted Applicants to Project Contractors.
“Independent Third Party Monitor” shall mean a company or person contracted to perform
compliance monitoring on the project.
“Job Training Program” shall mean the program established under this CBA designed to train and
prepare low income unemployed individuals for employment in the MSD CIRP.
“Job Training Program Coordinator” shall mean the person(s) or entity responsible for administration
of funds for Job Training Programs and development of the First Source Hiring Program eligibility
list system.
“Low Income Unemployed or underemployed individuals” shall mean individuals whose household
income is no greater than that defined in MSD’s Disparity Study adjusted for household size, who has
been unemployed or underemployed for at least one year, and who reside in the MSD service area. To
be included, but not limited to, are those individuals who (1) have received public assistance through
the Temporary Assistance for Needy Families Program within 18 months of applying for a job or job
training in a Project Job: (2) any individual who is homeless; (3) an ex-offender; or (4) an individual
who is chronically unemployed as defined by the U.S. Department of Labor.
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“MBE” shall be defined pursuant to MSD’s MWBE Utilization Program policy.
“Metropolitan St. Louis Sewer District Capital Improvement Replacement Program” shall mean the
construction projects required to improve MSD’s sewer system, located in St. Louis City and County.
“MSD” shall mean the Metropolitan St. Louis Sewer District.
“Qualified Job Training Organization” shall mean any job training service provider with a proven
track record in providing training, to individuals eligible for job training, as required under this CBA.
“Party” shall mean MSD and/or the Signatories.
“Pre-apprenticeship Program” shall mean any job readiness and job training program designed to
prepare individuals to enter apprenticeship programs.
“Project Contract” shall mean a contract awarded by MSD and pertaining to the MSD CIRP, and
subcontracts of any level working under said awarded contract.
“Project Contractor” shall mean any entity awarded a Project Contract and subcontractors of any level
working under a Project Contract. Project Contractor shall also include a Project Lessee and a Project
Licensee.
“Project Jobs” shall mean all jobs performed as part of the MSD CIRP, pursuant to contract with
MSD.
“Project Lessee” – shall mean any entity that leases or subleases any property owned by MSD and
pertaining to the CIRP.
“Project Licensee” – shall mean any entity issued a licensed, contract, or permit by MSD for
operations that pertain to the CIRP. Project Licensee shall not include entities that are performing
CIRP work funded by MSD where the CIRP work is incidental to the intent, size, and scope of other
work being performed by that entity and the MSD funded work is being performed to provide
coordination with the entities project.
“RFP” shall mean Request for Proposals.
“Sewer-related Occupational Titles” shall mean any occupational title as defined by the State
Division of Labor (Prevailing Wage Act), for which the employer is MSD or project contractors and
the job is performed as part of the MSD CIRP.
“Signatories” shall mean the St. Louis area community groups and/or organizations that are original
signers of this CBA or who sign this CBA subsequent to the original signers. They shall include only
recognized community, labor and church based groups, including unincorporated associations, which
have proven histories of community, labor or spiritual service to the St Louis Metropolitan
community. There will be a commitment by each signatory to perform their duties in good faith and
in a manner they reasonably believe to be in the best interest of their members; they will be prohibited
from using their position of trust and confidence to further their private interest; and they will commit
to perform their duties in accordance with applicable laws.
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“Targeted Applicants” shall mean those low income unemployed or underemployed individuals living
in the MSD service area as defined by MSD’s Disparity Study.
“WBE” shall be defined pursuant to MSD’s MWBE Utilization Program policy.
II. COMMUNITY BENEFITS AGREEMENT OVERVIEW.
A. Mutual Consideration. The Signatories’ commitment to abide by the terms of this CBA
is consideration for MSD’s commitments to abide by the terms of this CBA. MSD’s
commitment to abide by the terms of this CBA is consideration for the Signatories’
commitment to abide by the terms of this CBA.
B. The workforce goal of the CBA is to facilitate the return of unemployed or underemployed
journeyman and apprentice minority and women workers in sewer related occupational titles
(or occupations) to work on its projects. Any gap that remains in achieving established
workforce goals is the target of CBA training programs.
III. DISPARITY STUDY.
A. The purpose of the current Board approved MSD Disparity Study (MSD disparity study) is to
determine if there is a disparity between the number of minority and women-owned businesses
and workers within the local market area that are ready, willing and able to provide sewer
construction, building construction, engineering professional services, non-engineering
professional services, supplies and contractual services for MSD contracts, and the number of
these same business types and workers that are actually participating in these same types of
contracts.
B. Incorporation into this Agreement. The current Board approved MSD disparity study shall be
attached to and incorporated into this CBA. The MSD disparity study shall be periodically
updated to adequately reflect the economic conditions within the MSD service area, at that time
the updated disparity study shall be incorporated into this CBA. The disparity study current at the
time this CBA was executed was adopted by Resolution No. 3080 on April 22, 2013 by the MSD
Board of Trustees.
IV. JOB TRAINING.
A. Job Training Program. Beginning within six (6) months after the effective date of this
agreement , and continuing through fiscal year 2017, MSD shall provide annual funding in
the maximum annual amount of One Hundred Fifty Thousand Dollars ($150,000) for job
training for sewer related occupational titles (or occupations), which also could include Pre-
Apprenticeship Programs and other support services. The need to continue a job training
program will be evaluated prior to the end of fiscal year 2016 to determine if adjustments are
needed in order to continue providing annual funding that meets the job training needs for
sewer related occupational titles (or occupations) as detailed in the MSD Disparity Study.
The reevaluation findings will be discussed by MSD and the Signatories to determine the
need for inclusion into the CBA.
1. Modification to comply with Federal and Missouri State statutes and regulations
and the requirements of bond financing. At all times, if the statutes or regulations of
the United States Government or the State of Missouri or the requirements of bond
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financing prohibit particular job training expenditures required under this Section III.A,
then MSD shall provide the funding amounts described in this section for job training
expenditures that are not prohibited.
2. Seeking Alternative Funding Sources in Case of Statutory or Regulatory
Prohibition. In the event that any Federal, State or Local Agency determines that
MSD funds cannot be used for some or all of the job training activities described in
Section IV.A above, MSD shall consult with regional job training organizations to
identify and secure funds for any job training described in Section IV.A, with the
goal of securing funding from alternative sources through fiscal year 2017. Funds
secured under this Section IV.A.2. shall be administered in accordance with Section
IV.B. Any funds secured from alternative sources under this Section IV.A.2 shall
reduce MSD’s funding commitment made in Section IV by the amount secured.
3. Collaboration In Seeking Additional Job Training funds. Through the end of
fiscal year 2017, MSD and the Signatories shall work together to seek and secure
additional job training funds from alternative sources (non-MSD sources). Any job
training funds so identified and secured shall reduce MSD’s funding commitment made
in Section IV by the amount secured..
B. Administration.
1. Coordination among MSD and the established government funded job
training agency. MSD may negotiate a contract between itself and a government funded
training agency, under which job training funds provided under this Section IV shall be
administered. MSD shall consult with the Signatories in negotiating the contract. The
government funded training agency shall provide administrative and fiscal oversight over
various aspects of the Job Training Program provided for in Section IV.A.
If MSD does not enter into such a contract with the government funded job training
agency within six (6) months of the effective date of this Agreement, MSD shall initiate a
Contract Award Process for a contractor to perform the administration described in this
Section IV.B.
Regardless of what entity performs the administration, MSD shall ensure that job training
funded under this Section IV commences within six (6) months after the effective date of
this agreement.
2. Provisions of Contract. Under the contract described in Section IV.B.1, training
paid for with funds provided under Section IV.A shall be performed by Qualified Job
Training Organizations that are selected in accordance with MSD procurement policies.
The established government funded job training agency or contractor shall consult with
MSD and the Signatories semi -annually regarding the progress of the job training provided
under this Section IV.A and shall provide an opportunity for consultation with the
Signatories on program design issues during the development of applicable Requests For
Proposals (“RFP”).
3. Limitation of Administrative Costs. At least ninety percent (90%) of the funds
provided by MSD under this Section IV.A shall be provided by to Qualified Job Training
Organizations under contract awards, rather than retained as compensation for services
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provided under the contract with the established government funded job training agency or
contractor.
C. Eligibility. Enrollment opportunities in all job training programs funded primarily by funds
distributed under this Section IV shall be predominantly made available to low income
unemployed and underemployed individuals.
V. FIRST SOURCE HIRING PROGRAM FOR CONSTRUCTION.
This program will be developed pursuant to the goals provided by the current MSD Disparity
Study and any subsequent such study.
A. First Source Hiring Program for Project Jobs. The First Source Hiring Program shall
provide early access to targeted applicants for Project Jobs, and employers shall receive prompt, cost-free
eligibility lists of qualified and trained applicants. MSD shall require participation in the First Source
Hiring Program with regard to all Project Jobs by any:
1. New Project Contractor and subcontractors; Project Contractor and subcontractors
that enter into or receive an extension in scope of an existing Project Contract, an
amendment or renewal of an existing project in which the CBA was part of the
original contract.
2. During the life of this Agreement, MSD shall ensure that the First Source Hiring
Program, is a material term of all Project Contracts and all amended, renewed Project
Contracts and voluntary extensions of existing Project Contracts. Under these
Project Contracts the First Source Hiring Program shall commence on the effective
date of the Project Contract, amendment, renewal or extension. MSD shall actively
monitor performance within the First Source Hiring Program by all covered
employers; shall enforce the First Source Hiring Program requirements of Project
Contracts and shall take any other enforcement action necessary to prevent
noncompliance.
3. Nothing contained in this CBA shall require employers that are subject to collective
bargaining agreements that conflict with the terms of the First Source Hiring
Program, to comply with the requirements of the First Source Hiring Program.
B. Targeted Applicants. The eligibility list system developed under the First Source Hiring
Program shall, to the extent permissible by law, be made up of the Low Income Unemployed
and Underemployed Individuals living in the MSD service area.
C. Eligibility List System. The eligibility list system, to be designed and implemented through
the joint effort of MSD, the Signatories and an established government funded job training
agency or contractor selected through the Contract Award Process, will work with employers,
community-based job training organizations and other community-based organizations to
receive notices of job openings, to provide eligibility lists under the First Source Hiring
Program and to assist in monitoring compliance with the first source Hiring Program.
1. Established government funded Job Training Agency’s Development of the
Eligibility List System.
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In consultation with the Signatories, MSD may negotiate a contract under which an
established government funded job training agency shall develop an eligibility list
system. The contract shall require that in the development of this system, the established
government funded job training agency shall perform outreach and build relationships to
develop a network of community-based organizations that can access a large and diverse
pool of job applicants. If MSD does not enter into a contract with an established
government funded job training agency within 6 months after the effective date of this
agreement, MSD shall complete a Contract Award Process for selection of a contractor to
develop the eligibility list system.
2. Contract Award process for Development of the Eligibility List System. In the
event that
MSD initiates a Contract Award Process for selection of a Contractor to develop an
eligibility list system, then the RFP shall require demonstration of the ability to do
outreach and build relationships to develop a network of community-based organizations
that can access a large and diverse pool of job applicants and perform other functions as
described in this CBA.
3. Use of Available Systems. Any entity selected to develop an eligibility list system
shall
utilize established job opportunity reporting and tracking systems currently available
through the St. Louis City and County workforce development system, to the extent that
these systems are compatible with the functions of the eligibility list system as described
in this CBA.
D. First Source Hiring Program Participants. MSD may negotiate a contract with an
established government funded job training agency or contractor under which MSD shall utilize
their services to facilitate the first source hiring process. MSD and the established government
funded job training agency or contractor shall have the following First Source Hiring Program
roles, in addition to responsibilities described elsewhere in this CBA.
1. MSD-Launch of Employer Outreach. MSD shall conduct outreach to Project
Contractors to establish awareness of the First Source Hiring Program, to secure
voluntary participation and/or required commitments for overall Project Contractor
participation, and to familiarize Project Contractors with the established government
funded job training agency’s or contractor’s services that are developing the eligibility
list system.
2. The established government funded job training agency or Contractor-
Development of Job Opportunities and Applicant Pool. The established government
funded job training agency or contractor will develop and implement specific systems
required to effectively match qualified priority job applicants with available Project Jobs.
They will conduct Project Contractor job development functions, coordinate the development
of a qualified applicant pool for Project Job opportunities and develop eligibility lists for the
Project Contractors. They shall also develop and access any systems necessary to complete
program performance tracking and reporting.
E. Prohibition by Federal, State or Local Agency. If any Federal, State or Local agency
determines that the First Source Hiring Program is prohibited for certain Project Jobs, then
MSD shall nonetheless implement the First Source Hiring Program with regard to all other
Project Jobs.
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VI. MINORITY BUSINESS ENTERPRISE AND WOMEN BUSINESS ENTERPRISE.
A. MBE/WBE Utilization. MSD shall utilize the services of qualified MBE and WBE entities,
selected in accordance with MSD’s MWBE Utilization Program, and shall initiate a program to enhance
MBE and WBE participation in the MSD CIRP to align with the need defined by current disparity study.
MSD shall consult with the Signatories on the implementation of its program to enhance MBE and WBE
participation. This program shall include:
1. Targeted outreach to minority and women business enterprises and relevant business
organizations within St. Louis City and St. Louis County;
2. Inclusion of minority and women business enterprises and relevant business
organizations in pre-bid conferences;
3. Unbundling of project tasks into bid sizes that will allow level competition, where
appropriate, without restricting project timelines;
4. Assistance in accessing bonding, insurance, procurement and other types of capacity-
related assistance, where necessary.
5. Other MBE/WBE capacity building strategies as appropriate.
B. Non-Discrimination. MSD shall ensure that there is no discrimination against minority and
women business enterprises in the Contract Award Process.
C. Low Interest Loan Program. MSD shall, in coordination with various governmental,
private and community organizations, assist to identify and/or develop a low-interest working
capital revolving loan program to assist minority and women business enterprises seeking to
perform work on the MSD CIRP.
D. Contract Award Process. MSD may negotiate a contract between itself and a government
funded training agency to provide any of these services not being performed by in-house
MSD staff. MSD shall consult with the Signatories in determining the scope of the contract.
If MSD does not enter into such a contract with the government funded job training agency
within six (6) months of the effective date of this Agreement, MSD shall initiate a Contract
Award Process for a contractor to perform the services not being performed by in-house
MSD staff.
VII. EDUCATION AND INTERNSHIP PROGRAM.
A. MSD will develop an educational enhancement and internship program in conjunction with
Public schools within its service area. Through this program, school children will be
introduced to the work of MSD through tours and internships at MSD facilities. MSD shall
consider partnering with educational enhancement groups. MSD shall consult with
Signatories on the development, implementation, and monitoring of this program.
B. MSD will continue community education efforts designed to inform the public about its
various activities, such as, collaborating with the St. Louis Public Schools’ Community
Education Program. This education shall include prospective career opportunities arising out
of its various programs.
VIII. LABOR UTILIZATION.
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Except to the extent prohibited by all applicable labor and collective bargaining agreements,
and all applicable State and Federal statutes, MSD will comply with the Missouri Prevailing
Wage Law (MPWL) and the MSD Charter Plan. MSD shall apply to all Project Contracts the
Living Wage Ordinance adopted by MSD’s Board of Trustees for those occupations not
covered by the prevailing wage law.
IX. COMPLIANCE MONITORING.
A. Monitoring Oversight Committee. MSD and the Signatories shall form a Monitoring
Oversight Committee, which shall consist of three (3) persons selected by MSD and three (3)
persons selected by the Signatories. Once per quarter, the Monitoring Oversight Committee shall
meet with the MSD in-house monitoring staff or an Independent Third Party Monitor, to report on
the progress of the compliance with all CBA terms with a particular focus on the Job Training
Program, the First Source Hiring Program, MBE/WBE participation and work force inclusion.
The Monitoring Oversight Committee may meet at more regular intervals, as needed.
B. Monitoring by MSD In-House Staff and/or an Independent Third Party Monitor. MSD
will ensure that all aspects of this CBA are effectively monitored by either its own in-house
monitoring staff or by an Independent Third Party Monitor, or both. Any member of the public
may register a complaint with the MSD in-house staff or the Independent Third Party Monitor
alleging any party’s failure to comply with the terms of this CBA. Upon receipt of such
complaints the MSD in-house staff or the Independent Third Party Monitor shall investigate the
complaint and determine whether there has been a violation. Summaries of all complaints,
investigations and determinations shall be available to MSD and the Signatories, upon request.
The in-house monitoring staff or Independent Third Party Monitor shall provide monthly written
reports to MSD concerning MSD’s compliance with the requirements of this CBA, reported
violations of the terms of this CBA, investigations of such reports and their final determinations.
MSD shall require entities subject to the requirements of this CBA to provide records to the MSD
in-house staff or the Independent Third Party Monitor, sufficient to conduct investigations and
make determinations concerning reported violations of this CBA. For the term of this CBA,
MSD shall maintain a cumulative and standardized reporting mechanism tracking its compliance
of CBA terms and the date and results of complaint investigations by CBA Section.
C. Selection of Independent Third Party Monitor. If all monitoring is not performed by
MSD in-house staff, then MSD shall complete a Contract Award Process for selection of the
Independent Third Party Monitor, who shall perform all or part of the monitoring not performed
by MSD in-house staff, and shall consult with the Signatories in preparation of an RFP for use in
the selection process. In any case, MSD will contract with and utilize the services of a Third Party
Monitoring Consultant through the end of fiscal year 2016 to assist with the monitoring effort.
X. RELEASE OF ALL CLAIMS
A. Release. Except for claims seeking enforcement or interpretation of this CBA, the
Signatories hereby waive, release, and discharge MSD from any and all claims, causes of action,
law suits, Petitions or other forms of legal action arising from or related to the MSD CIRP.
B. Defense Against Released Claims. This CBA may be plead as a defense to, and may be
used as the basis for an injunction against, prosecution of any released claim against MSD.
XI. ENFORCEMENT.
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A. Default. Failure by any party to perform or comply with any term or provision of this CBA,
if not cured, shall constitute a default under this CBA.
B. Sixty-Day Right to Cure. Except in the case of irreparable injury, if either party believes
that the other party is in default of this CBA, it shall provide written notice to the allegedly
defaulting party of the alleged default; offer to meet and confer in a good-faith effort to
resolve the issue; and, except where a delay may cause irreparable injury, provide sixty (60)
days to cure the alleged default, commencing at the time of the notice. Any notice given
pursuant to this provision shall specify the nature of the alleged default, and, where
appropriate the manner in which the alleged default may be cured.
C. Meeting and Mediation. Before or during the sixty day cure period described above, the
parties may attempt to resolve any alleged default by meeting or through mediation requested
by either party.
D. Waiver of Default and Irreparable Injury. In the event that another party is allegedly in
default under this CBA, then a party alleging default may elect, in its sole and absolute
discretion, to waive the default or pursue enforcement remedies. Such remedies may be
pursued only after exhaustion of the sixty-day cure period described above, except where an
alleged default may result in irreparable injury, in which case the non-defaulting party may
immediately pursue equitable relief through the Circuit Court of the City of St. Louis,
Missouri, or Circuit Court of St. Louis County, Missouri.
E. Binding Arbitration. A party may pursue binding arbitration to enforce any term of this
CBA that has allegedly been breached. A party may seek arbitration relief, and the arbitrator
shall have the power to order, affirmative equitable and or affirmative injunctive relief,
temporary or permanent, requiring a defaulting party to comply with this CBA. The parties
hereto agree that monetary damages would be an inadequate remedy for any breach of this
CBA. With the exception of an order by the arbitrator to a party to pay sums it has agreed to
pay under this CBA, monetary damages shall in no circumstances be available as a remedy
for default of this CBA. Arbitration shall be conducted in St. Louis, Missouri under the rules
of the American Arbitration Association, by an arbitrator mutually agreed to by the parties.
Each party to bear its own fees and other costs.
F. No Suspension of MSD work. No party to this CBA shall seek, nor shall any Mediator or
Arbitrator have the power to order, MSD to cease or suspend any implementation of the MSD
CIRP or to cease or suspend any MSD program or operation.
XII. TERMINATION.
If any of the parties to this CBA fails to agree upon the terms of any proposed amendment to this
agreement, then that party may terminate their inclusion in this agreement. The parties further agree that
any party to this CBA may terminate their inclusion in this agreement, with cause, with the giving of 90
days notice of such termination to all other parties.
XIII. COMPLIANCE WITH CONSENT DECREE.
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Any part or subpart of this CBA which is contrary to or inconsistent with the Consent Decree
entered in the United States District Court for the Eastern District of Missouri on April 27, 2012, is void
and of no effect.
XIV. MISCELLANEOUS.
A. Meeting of Signatories. The first meeting of the signatories and MSD shall occur
within 60 days of the execution of this document by MSD and the signatories.
B. Materiality of breach and Material Terms. Any breach of any term of this CBA
my, at the option of a non-breaching Party, be treated as a material default and a
complete failure of consideration.
C. Waiver. The waiver of any provision or term of this CBA shall not be deemed a
waiver of any other provision or term of this CBA. The mere passage of time, or
failure to act upon a default, shall not be deemed a waiver of any provision or term of
this CBA.
D. Time is of the Essence. Time is of the essence in this CBA.
E. Representation of Counsel. Each of the Parties has been represented by counsel in
the negotiation and drafting of this CBA. Accordingly, this CBA shall not be strictly
construed against any Party, and the rule of construction that any ambiguities be
resolved against the drafting Party shall not apply to this CBA.
F. Interpretation. Specific provisions of this CBA shall take precedence over
conflicting general provisions.
G. Jurisdiction. This CBA shall be governed and construed in accordance with the laws
of the State of Missouri.
H. Entire Agreement. This CBA contains the entire agreement between the parties and
supersedes any prior agreements, whether written or oral.
I. Authority of Signatories. The individuals executing this CBA represent and warrant
that they have the authority to sign on behalf of their respect parties.
J. Amendments. This CBA may not be altered, amended or modified, except by an
instrument in writing signed by each of the Parties in existence at the time.
K. Severability. If any term, provision, covenant, or condition of this CBA is held by a
court of competent jurisdiction to be invalid, void or unenforceable, the remainder of
the provisions shall continue in full force and effect.
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L. Successors and Agents. This CBA shall bind and inure to the benefit of the agents,
assigns and successors-in-interest of each Party. Any reference in this CBA to a Party
shall be deemed to include any agents, assigns , successors-in-interest, subgroups and
spin off groups of that Party, with respect to the rights and/or responsibilities relevant
to this CBA.
M. Notices. All notices shall be in writing and shall be addressed to the affected
Signatories at the addresses set forth below. Notices shall (a) be delivered by in person
service to the address set forth below, in which case they shall be deemed delivered on
the date of delivery, as evidenced by the written report of the courier service, or (b) sent
by certified mail, return receipt requested, in which case they shall be deemed delivered
three business days after deposit in the United States mail. Any Signatory may change
its address or the name and address of its attorneys by giving notice in compliance with
this CBA. Notice of a change shall be effective only upon receipt. The addresses of
MSD, the Signatories and their attorneys are:
IN WITNESS WHEREOF, the Parties hereto have caused this agreement to be duly executed by their
respective authorized officers.
METROPOLITAN ST. LOUIS SEWER DISTRICT,
Date: By:_________________________________________
Executive Director
SIGNATORIES, [Each separate organization must sign]
Date: By: ______________________________________