Labor Relations

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					GILBANE PROCESS                                                         GENENTECH, INC.
Project No. 1956                                           PROJECT PROCEDURES MANUAL



       To provide a framework for agreement between Gilbane and local labor unions to
       minimize work stoppages, feather bedding practices and other potential negative
       impacts on the project resulting from labor organizations.


       To minimize any impact on cost or schedule which may be caused by organized


       This section shall contain the signed Project Labor Agreement which shall
       become a part of the General Requirements of each Trade Contract.

February 9, 1996                                                                     13D-1
Revision Date:



February 7, 1996


PREAMBLE                                                                                                                  1


1      PURPOSE . ........................................................................................................... 1
2      SCOPE OF AGREEMENT . ................................................................................ 2
3      SUBCONTRACTORS . ....................................................................................... 3
4      RELATIONSHIP BETWEEN PARTIES ............................................................ 3
5      NO STRIKES - NO LOCKOUTS ....................................................................... 4
7      JOINT LABOR/MANAGEMENT MEETINGS ................................................. 6
8      MANAGEMENT RIGHTS . ................................................................................ 7
9      WORK RULES..................................................................................................... 7
10     GRIEVANCE PROCEDURE .............................................................................. 9
11     UNION RECOGNITION AND REPRESENTATION ....................................... 10
12     REFERRAL . ........................................................................................................ 10
13     WAGE SCALES AND FRINGE BENEFITS ..................................................... 11
14     HOURS OF WORK, OVERTIME, AND SHIFTS ............................................. 11
15     HOLIDAYS . ........................................................................................................ 13
16     HEALTH AND SAFETY . ................................................................................... 13
17     SECURITY OF MATERIAL, EQUIPMENT AND TOOLS .............................. 14
18     ENTIRE AGREEMENT ...................................................................................... 14
19     GENERAL SAVINGS CLAUSE ........................................................................ 14
20     DURATION OF AGREEMENT ......................................................................... 15

ATTACHMENT A : AGREEMENT TO BE BOUND .................................................. 16


Signed signature page will be submitted when completed.

                            PROJECT LABOR AGREEMENT
                                 GENENTECH, INC.
                              VACAVILLE, CALIFORNIA


This Agreement is made and entered into the               day of                           , 1996, by and
between Gilbane Process, a division of Gilbane Building Company, hereinafter referred to as the
"Construction Manager" on behalf of Genentech together with the contractors and/or
subcontractors who shall become signatory to this Agreement by signing the "Agreement to be
Bound" (Attachment A), hereinafter referred to as "Contractor(s)", and the Building &
Construction Trades Council of Napa and Solano Counties, AFL-CIO and its affiliated
International Local Unions (hereinafter collectively referred to as the Union or Unions) whose
names are subscribed hereto and who have, through their duly authorized office, executed this
Agreement. The parties further agree that the provisions of this Agreement shall apply only to
the new construction of the Genentech Manufacturing Facility in Vacaville, California, as
described in the construction management contract entered into by and between the Construction
Manager and Genentech, Inc. dated May 1, 1995, including any additions and modifications
thereto (hereinafter referred to as "Project").

NOW THEREFORE, the parties, in consideration of the mutual promises and covenants herein
contained, mutually agree as follows:

                                               ARTICLE 1


1.1 The purpose of this Agreement is to promote efficiency of construction operations on the Project
and to provide for peaceful, efficient and binding settlement of labor disputes. In so doing, the parties
to this Agreement establish the foundation to promote the public interest, provide a safe work place,
assure high quality construction, and secure optimum productivity, on-schedule performance and
Owner satisfaction.

1.2 It is the intent of the parties to set out uniform and fair working conditions for the efficient
completion of the Project, maintain harmonious labor/management relations and eliminate strikes,
lockouts and other delays in accordance with the following guiding principals:

1.2.1 The role of the Construction Manager and Contractors is to oversee the operation of the work
site and ensure that the project is constructed in an efficient and cost-effective manner.

1.2.2 The role of the Unions is to provide the source of skilled labor and the maximum productivity
on the job under the direction of management. Organized labor should instill in each and every
worker the need for safety, quality, productivity, efficiency and a cooperative relationship with

1.2.3 Every effort shall be made to improve Construction Manager and Contractor sponsored safety
programs. Supervisors and foremen shall be included in those programs. A Labor and

Management Safety Committee shall be established at the beginning of the Project and the
Committee will actively participate in all aspects of safety for the duration of the Project.

1.2.4 The Construction Manager, Contractors and its subcontractors, and the Unions will work together
to create a world class pharmaceutical manufacturing facility. The parties agree to implement, support,
actively participate and suggest improvements to the Construction Manager Quality Improvement

1.2.5 Any question of the interpretation of union contracts in the relevant trades shall be settled through
off-site negotiations between designees of the parties to the dispute.

1.2.6 If a question of jurisdictional assignment arises due to newly developed technology,
specialized skills or installation techniques, a Mark-Up Meeting shall be called prior to assignment,
with the appropriate crafts, to insure a proper craft assignment is made.

1.2.7 Non-productive work time shall be eliminated and the Construction Manager, Contractors, and the
Unions shall work cooperatively to identify and eliminate instances of non-productive time and
unnecessary and inefficient work practices. There will be no non-productive workers employed at the j

                                                ARTICLE 2

                                      SCOPE OF AGREEMENT

2.1 The Scope of the Agreement includes: The construction of five buildings; Manufacturing Building
180,600 SF, Laboratory/Administration Building 43,100 SF, Warehouse 38,500 SF, Central Utility Plant
17,300 SF and Facility Services Building 19,500 SF all connected by a central spine. Approximately 30
acres of the 100 acre site will be developed.

2.2 All work within the Scope of this Agreement shall be performed pursuant to the provisions of this
Agreement and the Collective Bargaining Agreements, and any amendments to such agreements, negotiated
by Contractors, Subcontractors and/or Contractor Associations with the Local Unions and District
Councils having jurisdiction over the work to be performed. All Contractors performing work within the
Scope of this Agreement shall be signatory to the applicable, Collective Bargaining Agreements) and this
Agreement. If there is any conflict between any Local and or District Council Agreement and this
Agreement, then the provisions of this Agreement shall prevail.

2.3 This Agreement shall apply only to construction craft employees represented by the Unions signatory
hereto, and shall not apply to employees not represented by the Collective Bargaining Agreements,.

2.4 There shall be no limitation or restriction upon the choice of materials or upon the full use and
installation of equipment, machinery, package units, factory precast, prefabricated or preassembled
materials, tools or other labor saving devices.

2.5 After installation is completed by the Contractors) and upon acceptance, it is understood the Owner
reserves the right to perform start-up, calibration and other necessary procedures, operation, repair,
maintenance or revision of equipment or systems with persons of his choice. If required, the service
representative may make a final check or repair to protect the terms of the manufacturer's guarantee or
warranty prior to start-up of a piece of equipment or during its operation. Contractor's may be required to
perform work under the direction of Factory Service Representatives.

2.6 It is further recognized that the signatory Contractors are acting only on behalf of said
Contractors, and said Contractors have no authority, either expressed, implied, actual,
apparent or ostensible, to speak for or bind the Owner or Construction Manager.

2.7 It is expressly agreed and understood by the parties hereto that the Owner shall retain
the right at all times to perform all portions of the construction and related work on the
Project not contracted to the signatory Contractors.

2.8 It is expressly agreed and understood by the parties hereto that the Owner shall have
the right to purchase material and equipment from any source.

                                          ARTICLE 3


3.1 Each Contractors) agrees that neither it nor any of its subcontractors will subcontract any
work to be done on the Project except to a person, firm, or corporation who is or becomes
party to this Agreement. Any Contractors) or subcontractor working on the Project shall, as a
condition to working on the Project, become signatory to and perform all work under the
terms of this Agreement. The furnishing of materials, supplies or equipment and the delivery
thereof shall in no case be considered subcontracting.

3.2 A subcontractor is defined as any person, firm or corporation who agrees under contract
with the Contractor(s), or a subcontractor of the Contractor, to perform on the Project, any part
or portion of the construction work covered by the prime contract, including the operating of
construction equipment, performance of labor and/or installation of materials. The furnishing
of materials, supplies, or equipment and the delivery thereof shall in no case be considered

3.3 Even though the Contractors) may subcontract a portion of its scope of work, the
Contractors) has the primary obligation for the performance of all conditions of this
Agreement including specifically without limitation the satisfaction of any non-payments of
wages and/or fringe benefits.

                                           ARTICLE 4

                           RELATIONSHIP BETWEEN PARTIES

4.1 This Agreement shall only be binding on the signatory parties hereto, and shall not apply
to parents, affiliates, subsidiaries, or other divisions of a signatory Contractors) unless signed
by such parent, affiliate, subsidiary, or other division of such company. Parents, affiliates,
subsidiaries, or other divisions of a signatory Contractor which perform work on site will be
bound by the terms of this Agreement.

4.2. Each Contractors) shall alone be liable and responsible for its own individual acts and
conduct and for any breach or alleged breach of this Agreement. Any alleged breach of this
Agreement by a Contractors) or any dispute between the signatory Unions) and the
Contractors) respecting compliance with the terms of this Agreement, shall not affect the
rights, liabilities, obligations and duties between the signatory Unions) and each other
Contractors) party to this Agreement.

4.3 It is mutually agreed by the parties that any liability by a signatory Unions) to this
Agreement shall be several and not joint. Any alleged breach of this Agreement by a
Unions) shall not affect the rights, liabilities, obligations and duties between the signatory
Contractors and the other Unions party to this Agreement.

                                                 ARTICLE 5

                                    NO STRIKES - NO LOCKOUTS

5.1 During the life of this Agreement, the Unions) and its members, agents, representatives and employees
shall not incite, encourage, condone or participate in any strike, walkout, slowdown, sit-down, stay-in,
boycott, sympathy strike, picketing or other work stoppage or handbilling of any nature whatsoever, for
any cause whatsoever, or any other type of interference of any kind, coercive or otherwise, and it is
expressly agreed that any such action is a violation of this Agreement.

5.1.1 Non supply of employees for failure of a Contractors) to tender trust fund contributions as required
is not a violation of this Article 5 provided that the Union notifies the CM in writing three days prior to
the withholding of labor.

5.2 Upon written notice, which shall include but not be limited to facsimile or telegraphic notice, of a
violation to the Local and International Unions) office, the Unions) and its officers shall take immediate
action and will use its (their) best efforts to prevent, end or avert any such aforementioned activity or the
threat thereof by any of its officers, members, representatives or employees, either individually or
collectively, including but not limited to, publicly disavowing any such action and ordering all such officers,
representatives, employees or members who participate in such unauthorized activity to cease and desist
from same immediately and to return to work and comply with its orders. The Contractors) shall have the
right, in the event of a work stoppage by the Unions) to replace the employees represented by the Unions)
in violation of this Agreement in any way the Contractors) chooses, until the Unions) effects the return to
work of such employees. Nothing in this Agreement shall be construed to limit or restrict the right of any
of the parties to this Agreement to pursue fully any and all remedies available under law in the event of a
violation of this Article 5.

5.3 In consideration of the foregoing, the Contractors) shall not incite, encourage or participate in any
lockout or cause to be locked out any employee covered under the provisions of this Agreement. The
term "lockout" does not refer to the discharge, termination or layoff of employees by the Contractors) for
any reasons in the exercise of its rights as set forth in any provision of this Agreement, nor does
"lockout" include the Owner's or Contractors' decision to terminate or suspend work on the site or any
portion thereof for any reason.

5.4 Any employee or employees inciting, encouraging or participating in any strike, slowdown, picketing,
sympathy strike or other activity in violation of this Agreement is subject to immediate discharge and the
procedure of Article 10, if invoked.

5.5 Any party to this Agreement may institute the following binding arbitration procedure when such a
breach is alleged. In the event a party institutes this procedure, arbitration shall be mandatory.

5.5.1 The party invoking this procedure shall immediately notify the Federal Mediation Service, who the
parties agree shall be the permanent Arbitrator under this procedure. Notice to the Arbitrator shall be by
the most expeditious means available, with notice by facsimile, telegram or similar means to the party
alleged to be in violation and the involved Union General President.

5.5.2 Upon receipt of said notice, the Arbitrator named above or the alternate shall designate a place for,
schedule and hold a hearing within twenty-four (24) hours.

5.5.3 The Arbitrator shall notify the parties by facsimile, telegram or similar means of the
place and time chosen for the session. A failure of any party or parties to attend said hearing
shall not delay the hearing of evidence or issuance of a decision by the Arbitrator.

5.5.4 The sole issue at the hearing shall be whether or not a violation of this Article has in fact
occurred, and the Arbitrator shall have no authority to consider any matter in justification,
explanation or mitigation of such violation or to award damages, which issue is reserved for
court or other arbitration proceedings, if any. The decision shall be issued in writing within
three (3) hours after the close of the hearing and may be issued without a written opinion. If
any party desires a written opinion, one shall be issued within fifteen (15) days, but its
issuance shall not delay compliance with, or enforcement of, the decision. The Arbitrator shall
order cessation of the violation of this Article and other appropriate relief, and such decision
shall be served on all parties by hand or registered mail upon issuance.

5.5.5 The decision shall be final, binding and non-reviewable as to the merits. A judgment of
any court of competent jurisdiction shall be entered upon the decision, which may be enforced
by any such court, upon the filing of this Agreement and all other relevant documents referred
to hereinabove in the following manner. Facsimile, telegraphic or similar notice of the filing of
such enforcement proceedings shall be given to the other party. In the proceeding to obtain a
temporary order enforcing the Arbitrator's decision as issued under Section 5.5.4 of the
Article, all parties waive the right to a hearing and agree that such proceedings may be ex
pane. Such agreement does not waive any party's right to participate in a hearing for a final
order of enforcement. The Court's order or orders enforcing the Arbitrator's decision shall be
served on all parties by hand or by delivery to their last known address or by registered mail.

5.5.6 Any rights created by statute or law governing arbitration or injunction proceedings
inconsistent with the above procedure, or which interfere with compliance therewith, are
hereby waived by the parties to whom they accrued.

5.5.7 The costs of the arbitration, including the fee and expenses of the Arbitrator, shall be
borne by the losing party.

5.5.8 The procedures contained in Section 5.4 shall be applicable only to alleged violations of
this Article. Discharge or discipline of employees for violation of this Article shall be subject
to the grievance and arbitration procedures of Article 10.

5.6 In the event of an area strike over Local Union contract negotiations, it will be a violation
of this Agreement for the Employer to stop work covered by this Agreement or for the Union
to withhold services during the duration of such strike.

5.7 If any contract entered into by any signatory local union, which is party to this agreement,
expires by its terms and a strike occurs because of such contract expiration, the Work on this
Project shall continue uninterrupted under the applicable terms of the expired agreement. The
Contractors and/or the affected Subcontractors agree to pay any and all increases in wages,
fringe benefits or terms and conditions of employment that have been negotiated and
established by the collective bargaining representatives, retroactive to the date agreed upon by
the said parties.

                                           ARTICLE 6


6.1 All Contractors and subcontractors shall stipulate to and have the responsibility for
making work assignments in accordance with the rules, regulations and procedures of the
Plan for
Settlement of Jurisdictional Disputes in the Construction Industry approved by the Building &
Construction Trades Council AFL-CIO, June 14, 1984, or any successor plan.

6.2 There will be no strikes, no work stoppages or slowdowns or other interferences with the work
because of jurisdictional disputes.

6.3 Within 24 hours and upon written notice to the Construction Manager that a dispute exists, outlining
the work in dispute and the crafts involved, the Construction Manager shall notify the Building Trades

6.4 Within 48 hours of such notice, a panel of five (5) members of the Council will conduct a hearing and
receive evidence regarding the work involved in the dispute. This panel will consist of five (5) regular
members and two (2) alternates elected by the members of the Council at its first regular meeting
following the execution of this Agreement.

6.5 No council member shall serve on a panel where his/her union has an interest in the work involved
in the dispute.

6.6 The parties in interest at the hearing will be the Unions involved in the dispute and the involved
contractor, subcontractor or trade contractor and the Construction Manager or Owner. During the
hearing, the parties will be permitted to submit any evidence they deem appropriate to assist the panel in
rendering a decision.

6.7 The decision of the panel must be rendered within 24 hours of the completion of the hearing on the
basis of the text of the applicable local collective bargaining agreements, where relevant; the AFL-CIO
guide for resolution of jurisdictional disputes, where relevant; and consideration of efficient contract

6.8 Any decision or award made pursuant to this Article 6 shall be final and binding on the parties in
interest on this project only, and may be enforced in any court of competent jurisdiction. Such decision
or award shall not establish precedent on other construction work or projects not covered by this
Agreement. The decision or award shall be prospective in application from the date of the award.

6.9 There shall be no work stoppage, work interruption, strike, sympathy strikes, picketing, hand-billing or
public notices of any kind while any jurisdictional dispute is being resolved. Pending resolution of the
dispute, the work shall continue uninterrupted as assigned by the Contractor(s). The Contractors) shall
have the right, in the event of a work stoppage by the Union(s), to replace the employees represented by
the Unions) in violation of this Agreement in any way the Contractors) chooses, until the Unions) effects
the return to work of such employees.

                                               ARTICLE 7


7.1 A joint Labor/Management meeting will be held on a monthly basis between the Owner, the
Construction Manager, the Contractors and the signatory Unions. The purpose of these meetings is to
promote harmonious labor/management relations, ensure adequate communications and advance the
proficiency and efficiency of the Craftsperson and the Contractors on the Project. These monthly meetings
will also include discussion of the scheduling and productivity on work performed on the Project.

7.2 A Pre-Job Conference will be held prior to the commencement of work to establish the scope of work
in each Contractor's contract. When a contract has been let to a Contractors) covered hereby, a Pre-Job
Conference and/or Mark-Up Meeting shall be required upon request of any Union(s), Contractors) or the

7.3 The CM will schedule and attend all Pre-Job and Mark-Up Meetings and participate in
discussions as they pertain to the terms and conditions of this Agreement.

                                               ARTICLE 8

                                      MANAGEMENT RIGHTS

8.1 The Contractors retain full and exclusive authority for the management of their work forces for all
work performed under this Agreement. This authority includes, but is not limited to, the right to .
        A. Plan, direct and control the operation of all the work.
        B. Decide the number of employees required for the work.
        C. Hire, promote and layoff employees as deemed appropriate to meet work
                 requirements and/or skills required.

        D. Require all employees to observe the Contractor's Project Rules, Security and Safety
                 Regulations, consistent with the provision of this Agreement. These Project Rules and
                 Regulations shall be supplied to all employees and/or posted on the jobsite.
        E. Suspend or discipline employees for just cause.
        F. Assign and schedule work at its sole discretion and determine when overtime will be
                 worked. There shall be no refusal by a Union to perform work, including overtime
                 work, assigned. Such cases shall be subject to the grievance procedure.
        G. No local rules, customs or practices, other than those specifically enumerated in the
                 Project Labor Agreement, are applicable.
        H. Utilize any work methods, procedures or techniques and select and use any type or kind of
                 materials, apparatus or equipment regardless of source, manufacturer or designator (in
                 accordance with Article 16).
        I. The foregoing listing of management rights shall not be deemed to exclude other
                 functions not specifically set forth herein. The Contractors, therefore, retain all legal
                 rights not specifically enumerated in this Agreement.

8.2     The Construction Manager and the Owner have the authority to deny access to the Project
site to any contractor, vendor, material supplier, any and all tradesmen and their representatives
for cause.

                                                ARTICLE 9

                                              WORK RULES

9.1 The selection of craft foremen and general foremen shall be entirely the responsibility of the
Contractor(s), it being understood that in the selection of such foremen and general foremen the
Contractors) will give first consideration to the qualified individuals available in the local area. Foremen
and general foremen shall take orders from the designated Contractor(s) representatives.

9.2 The foreman to journeymen crew ratio will be no less than eight (8) journeymen for each
foreman. Apprentices and other non journeyman classifications, may be assigned to a crew and
included in the journeyman count. The Contractors) may assign their first foreman when five
(5) or more tradesmen are employed. The Contractors) may assign a general foreman when two
(2) or more foreman are assigned to the project.

9.3 All Foremen will remain with their crews and supervise such crews in the performance of their
duties. The parties agree that foremen will work with the tools in instances where it is possible to do so
with crews consisting of up to five journeymen. Contractors shall not abuse this provision.

9.4 There shall be no limit on production by employees nor restrictions on the full use of tools or
equipment. Craftspersons using tools shall perform any of the work of the trade and shall work under the
supervision of the craft foremen.

9.5 Security procedures for control of tools, equipment and materials are solely the
responsibility of the Contractor(s).

9.6 A badge system may be used to check in and out. Each employee must personally check in and out.
The Contractors will provide adequate facilities for check in and out in an expeditious manner. Time will
be deducted from the employees' pay for late starting and/or early quitting. Excessive instances of late
starting and/or early quitting will be cause for termination.

9.7 Employees shall be at their place of work and ready to work at the starting time (which is the gang box,
tool box or place where the foreman gives instructions to employees), and shall remain at their place of
work performing their assigned functions. A reasonable time will be allowed for employees to put
company and personal tools in secured storage and return to the parking lot by quitting time. The parties
reaffirm their policy of a fair day's work for a fair day's wage.

9.8 Slowdowns, standby crews and featherbedding practices will not be tolerated.

9.9 It is understood by the Contractors) and agreed to by the Union(s), that the employees of the
Contractors) will perform the work requested by the Contractors) without having any concern or
interference with any other work performed by any employees of the Owner or others who are not
covered by this Agreement as long as the work is not included in the Scope of this Agreement.

9.10 The Contractors will furnish facilities for storage of tools, adequate sanitary facilities and clean,
heated, dry change rooms. However, Contractors will ensure no liability for loss, theft, or damage to
personal tools left in tool storage not provided by the Contractor(s). The Contractors have the right to
take any reasonable action deemed necessary to control tool losses. Personal tools when brought onto the
jobsite at time of employment may be inventoried as to type and number of tools and condition. Tool
provision and losses will be handled according to the individual craft local agreements.

9.11 There shall be no interference with vendor or supplier deliveries of equipment, apparatus, machinery
and construction materials to the jobsite since such deliveries shall not fall under this Agreement.
Unloading of the above will be performed by the craft setting or installing the work.

9.12 The Contractors and the Unions recognize the necessity for promoting efficiency and agree that no
rules, customs or practices shall be permitted that cause over manning, limit production or increase the
time required to do the work, and no limitation shall be placed upon the amount of work which an
employee shall perform, nor shall there be any restrictions against the use of any kind of machinery, tools
or labor-saving devices.

9.13 It is agreed that temporary heat and power will not be maintained by standby personnel unless
specifically assigned by the Contractor. Furthermore, if standby of a particular item is required, the
appropriate trade will serve as a standby person.

9.14 All work areas will be cleaned up and debris removed to designated areas before the end of each shift
on a daily basis.

9.15 Due to the Project FDA requirements neither the use of tobacco products nor the
consumption of food and/or beverages will be permitted on the Project site, except in
specifically designated areas.

                                               ARTICLE 10

                                     GRIEVANCE PROCEDURE

10.1 It is mutually agreed that any question arising out of and during the term of this agreement involving
its interpretation and application (other then jurisdictional disputes or certain safety disputes as defined
below) shall be considered a grievance.

10.2 A grievance shall be considered null and void if not brought to the attention of the Contractors)
within ten (10) working days after first knowledge of the incident which initiated the alleged grievance

10.3 Grievances shall be settled according to the following procedure:

        Step 1
        The Steward or union representative and the grievant shall attempt to resolve the
grievance with the craft supervisor.

        Step 2
        If unresolved in Step 1 above, within three (3) working days, the alleged grievance shall be
reduced to writing and the Business Agent of the Craft involved shall submit it to the Contractor's
representative at the site who shall be available and have authority to settle and enforce the settlement of
such grievances by mutual agreement of both parties.

          Step 3
          In the event the matter remains unresolved in Step 2 above within five (5) working days, the
grievance in writing may then be referred to the CM, Business Manager or his designee of the Craft
involved and the Labor Relations Representative of the Contractor for discussion and resolution. The CM's
role is to provide consistency in interpretation of the Project Labor Agreement and to assist with but not
resolve or settle the grievance.

         Step 4
         If the grievance is not settled in the preceding steps within five (5) working days, either party may
request the dispute be submitted for resolution in accordance with the procedures identified in the
appropriate Collective Bargaining Agreement, , or the time may be extended by mutual consent of both
parties. The request for resolution and/or the request for an extension of time must be in writing with a
copy to the CM.

 10.4 The Contractors, as well as the Unions, may bring forth grievances under this Article.

                                         ARTICLE 11


11.1 Employees hired by the Contractors) shall, as a condition of employment, become and
remain members in good standing of the appropriate Union within eight (8) days following
the date of employment.

11.2 The Contractors recognize the Unions signatory hereto as the sole and exclusive
collective bargaining representatives for its craft employees on the Project.

11.3 Authorized representatives of the Unions shall have access to the site, provided they do
not unduly interfere with the work of the employees, and further provided, that such
representatives fully comply with the visitor safety and security rules established for the

11.4 A Steward shall be a working journeyman appointed by the authorized union
representative of the Local Unions) who shall, in addition to work as a journeyman, be
permitted to perform during working hours, such Unions) duties as cannot be performed at
other times which consists of those duties assigned by the Business Manager or Business
Agent. The Unions) agrees that such duties shall be performed as expeditiously as possible
and the Contractors) agrees to allow the Steward a reasonable amount of time for the
performance of such duties. The Steward shall not leave the work area without notifying the
appropriate supervisor.

11.5 The Steward will be paid at the journeyman wage for the job classification in which
the Steward is employed.

11.6 The working Steward will be subject to discharge for just cause to the same extent as
other employees provided however, that the Union shall be notified twenty-four (24) hours
provided prior to the discharge.

11.7 A Steward shall remain on the job until its completion, or until no more than three (3)
craftspersons of that Union are left on the job, provided the Steward is qualified to perform
the work to be done; unless removed by the Business Manager.

                                          ARTICLE 12

12.1 Contractors performing construction work on the Project described in the Agreement
shall, in filling craft job vacancies, utilize and be bound by the registration facilities and
referral systems established or authorized by the Unions signatory hereto when such
procedures are not in violation of Federal law. The Contractors) shall have the right to reject
any applicant referred by the Unions) in accordance with the, Collective Bargaining

12.2 The Contractors) shall have the unqualified right to select and hire directly all
supervisors above general foreman it considers necessary and desirable, without such persons
being referred by the Union(s).

12.3 In the event referral facilities maintained by the Unions are unable to fill the requisition of
a Contractors) for employees within a forty-eight (48) hour period after such requisition is
made by the Contractors) (Saturday, Sunday and holidays excepted), the Contractors) shall be
free to obtain employees from any source. These employees shall be recognized as temporary
employees. These temporary employees shall be replaced by qualified journeymen when
12.4 The Unions shall exert their utmost efforts, including requesting assistance from other
Local Unions, to recruit a sufficient number of skilled craftspersons to fulfill the labor
requirements of the Contractors.

                                               ARTICLE 13

                            WAGE SCALES AND FRINGE BENEFITS

13.1 All employees covered by this Agreement shall be classified and paid in accordance with the
classification and wage scales contained in the appropriate local agreements which have been negotiated by
the historically recognized bargaining agencies.

13.2 The Contractors agree to recognize and put into effect such increases in wages and recognize fringe
benefits as shall be negotiated between the various Unions and the historically recognized local bargaining
unit and on the effective date as set forth in the applicable agreement. The Umon(s) shall give the
Contractors written notice of changes in wage rates and fringe benefits made in local collective bargaining
agreements. Said rates shall be made retroactive no more than thirty (30) days from the date of the written
notice from the Unions) to the affected Contractors. The period of retroactive wage payment shall be
increased if the provisions of Article 5.7 extend the retroactive wage notification period beyond thirty (30)

13.3 The Contractors hereby adopt and agree to be bound by the written terms of the legally established
local trust agreements specifying the detailed basis on which payments are to be made into, and benefits
paid out of, such appropriately qualified employee fringe benefit funds established by such appropriate
local agreements. The Contractors authorize the parties to such local trust agreements to appoint
Trustees and successor Trustees to administer the trust funds, and hereby ratify and accept the Trustees
so appointed as if made by the Contractors.

13.4 Nothing in this Agreement shall require payment of funds that does not directly benefit the
employees, such as Promotional/Advertising Funds. Joint Labor Management Funds which directly
benefit the employees shall be paid.

13.5 If provided by local collective bargaining agreements, the Contractors) will deduct from the wage of
each employee the current Union Field Dues as certified by the Union when authorized by the employee
as herein provided. Deductions shall be made only when there is in effect and in the possession of the
Contractors) a voluntary written assignment executed by the employee on a standard form furnished by
the Union, and the deductions shall be remitted at the same time trust contributions are required to be

13.6 The Contractors and the Unions agree that wage premiums, such as those based on height of work,
type of work or materials, special skills, et cetera, impose unreasonable cost on construction, are
considered contrary to the best interest of the industry, and shall not be paid.

13.7 The Contractors) will establish a payroll checking account with a banking institution with offices of
business in Solano County, California. All wages for employees under this Agreement will be paid from
this account.

                                               ARTICLE 14

                          HOURS OF WORK, OVERTIME AND SHIFTS

14.1 Hours of Work: The work week will start on Monday and conclude on Sunday. Eight (8)
consecutive hours per day shall constitute a standard work day between the hours of 6:00 a.m.

and 4:30 p.m. with one-half (1/2) hour designated for lunch, midway through the shift. Forty
(40) hours per week, Monday through Friday, shall constitute a regular week's work. Nothing
herein shall be construed as guaranteeing any employee eight (8) hours per day or forty
(40) hours per week.

14.1.1 Make-up Day: Saturday may be used as a voluntary make-up day in those cases where
the work is shut down due to inclement weather or an emergency situation. Pay for the
Saturday make-up day will be at straight time, up to forty (40) hours for the current work
week. After such forty (40) hours are worked, the remainder of the shift shall be paid at one
and one-half (1 1/2) times the straight time hourly rate. The make-up day is not intended to be
applied individually for any employee who has failed to report to work for personal reasons or
new employees who may not have started their work week on a Monday.

14.2 Four Day Week: At the option of the Contractors) with the Construction Manager's
approval and with one week's notice, a four (4) day per week, the (10) hours per day work
shift may be established. The regular work week shall be from Monday through Thursday.
Pay for each of these four (4) days shall be ten (10) hours at the straight time hourly rate.
One week's notice will be required prior to reestablishing a five (5) day, eight(8) hours per
day work shift.

14.2.1 Friday may be worked as a voluntary make-up day in those cases where the work is
shut down due to inclement weather or an emergency situation. Pay for the Friday make-up
day will be at straight time, up to forty (40) hours for the current work week. After such forty
(40) hours are worked, the remainder of the shift shall be paid at one and one-half (1 1/2)
times the straight time hourly rate.

14.2.2 If a fifth day is worked, the pay shall be one and one-half (1 1/2) times the straight time
hourly rate for the first ten (10) hours worked. All work in excess of ten (10) hours shall be
paid two (2) times the straight hourly rate. If a sixth or seventh day is worked, the pay shall be
two (2) times the straight time hourly rate.

14.3 Overtime: The first two (2) hours worked before or after the regularly established shift
hours and the first ten (10) hours worked on Saturday shall be paid at the rate of time and
onehalf. All other overtime worked shall be paid at the rate of double time.

14.4 Shifts: The Construction Manager shall have the right to establish shifts for any portion of
the work in accordance with this Section.

14.4.1 If two or three shifts are worked, the first shift shall consist of eight (8) hours of
continuous work exclusive of a one-half (1/2) hour non-paid lunch period, the second shift
shall consist of seven and one-half (7 1/2) hours of continuous work exclusive of a one-half
(1/2) hour non-paid lunch period and the third shift shall consist of seven (7) hours of
continuous work exclusive of a one-half (1/2) non-paid lunch period for eight (8) hours of

14.4.2 If two (2) ten (10) hour shifts are worked per day, the first shift shall be ten (10) hours,
exclusive of a one-half (1/2) hour non-paid lunch period, and the second shift shall be nine and
one-half (9 1/2) hours, exclusive of a one-half (1/2) hour non-paid lunch period for ten (10)
hours pay.
14.4.3 Shift work may be performed at the option of the Contractors) with the approval of the
Construction Manager but, when performed, it must continue for a period of not less than four
(4) ten (10) hour shifts or five (5) eight (8) hour shifts on consecutive working days. Saturday
and Sunday, if worked, can be used for establishing the minimum four (4) or five (5) day shift
work period. The straight time work week shall be considered to start with the day shift on
Monday and end with the conclusion of the second or third shift on the fourth or fifth day. In
event the second or third shift of any regular work shall extend into a holiday, the
employees shall be paid at their holiday rate for that portion of the shift which occurs
during the holiday.

14.4.4 Due to safety considerations, the Construction Manager may direct certain contractors
to perform their work during the second and/or third shifts and not work during the first shift.
Under such condition, the first shift worked will consist of eight (8) consecutive hours of
work for eight (8) hours of pay plus a one-half hour non-paid meal; the second shift worked
will consist of seven and one-half (7 1/2) consecutive hours of work for 8 hours of pay, plus
a onehalf hour non-paid meal.

14.4.5 Meal provisions for work shifts in excess of ten (10) hours per day shall be in
accordance with the Collective Bargaining Agreements,.

                                          ARTICLE 15


15.1   Recognized Holidays on this Project shall be:
       New Year's Day
       President's Day (observed on the third Monday in February)
       Memorial Day (observed on the last Monday m May)
       Fourth of July
       Labor Day
       Thanksgiving Day
       Day after Thanksgiving Day
       Christmas Day

All holidays will be recognized on the same day of the

15.2 When any recognized holidays fall on a Saturday, it shall be observed on the
preceding Friday. When any of the recognized holidays fall on Sunday, it shall be
observed on the following Monday. No wages shall be paid for holidays not worked.
15.3 There will be no Off Days recognized as holidays on this

                                          ARTICLE 16

                                    HEALTH AND SAFETY

16.1 The employees covered by the terms of this Agreement shall at all times, while in the
employ of the Contractor(s), be bound by the safety rules and regulations as established by
the Owner, Construction Manager, and Contractors) and in accordance with
OSHA/CaIOSHA. These rules and regulations will be published and posted at conspicuous
places throughout the Project.

16.2 In accordance with the requirements of OSHA/CaIOSHA, it shall be the exclusive
responsibility of each Contractors) on the Project to assure safe working conditions for its
employees and compliance by them with any safety rules contained herein or established by
the Contractor(s). Nothing in this Agreement will make the Unions) liable to any employees
or to other persons in the event that injury or accident occurs.

16.3 A convenient supply of cold and potable drinking water shall be provided by
the Contractors.
       16.4 The Contractors and Unions agree to abide by a substance abuse policy as may be
       required by the Owner.

       16.5 Violations or failure to comply with the Project Security Regulations while on the
       Project site may result in expulsion from the Project site and denial of future access to the
       Project site.

                                                 ARTICLE 17


       17.1 All employees will comply with the security procedures established by the
       Contractor(s), Construction Manager and the Owner.

       17.2 Violations or failure to comply with the Project Security Plan while on the Project site
       may result in expulsion from the Project site and denial of future access to the Project Site.

       17.3 Security procedures for the control of tools, equipment and materials shall be solely
       the responsibility of the Contractor(s).

       17.4 Theft and/or loss of the Owner's tools and equipment is a major concern on the
       Project. The Owner's Security Regulations will be strictly enforced.

                                                 ARTICLE 18

                                           ENTIRE AGREEMENT

C,,/   18.1 This Agreement represents the complete understanding of the parties. The provisions of
       this Agreement shall in every instance exclusively apply to and control work performed on
       site of the Project and take precedence over provisions of local, area, regional or national
       agreements. Nothing contained in the working rules, by-laws, constitution and other similar
       documents of the Unions or other Collective Bargaining Agreements, shall in any way affect,
       modify or add to this Agreement unless otherwise specifically indicated in this Agreement.
       Practices not part of the terms and conditions of this Agreement shall not be recognized.

       18.2 The Unions agree that this Agreement covers all matters affecting wages, hours and other
       terms and conditions of employment, and that during the terms of this Agreement, neither the
       Contractors, nor the Unions will be required to negotiate on any further matters affecting these
       or any other subjects not specifically set forth in this Agreement except by mutual agreement
       of the Unions involved and the Coordinator.

       18.3 Any other agreement or modification of this Agreement must be reduced to writing
       and signed by the Construction Manager, and the Unions involved.

                                             ARTICLE 19
                                         GENERAL SAVINGS CLAUSE

       19.1 If any article or provision of this Agreement shall be declared invalid, inoperative or
       unenforceable by any competent authority of the executive, legislative, judicial or
       administrative branch of the federal state or local government, the parties shall suspend the
       operation of each such article or provision during the period of its invalidity. Such suspension
       shall not affect the operation of any other provision of this Agreement to which the law or
       regulation is not applicable.

                                        ARTICLE 20

                              DURATION OF AGREEMENT

20.1 This Agreement shall become effective on the day the Owner awards the first contract
covered by the scope of this Agreement and shall continue in full force and effect until
completion of the scope of the Project. Furthermore, the parties may mutually agree in writing
to amend, extend or terminate this Agreement at any time.

                                     ATTACHMENT A

                         PROJECT LABOR AGREEMENT
                              GENENTECH, INC.

                                VACAVILLE, CALIFORNIA


                       SIGNATORY NAPA-SOLANO COUNTY

                               AGREEMENT TO BE BOUND

The undersigned as a Contractor or Subcontractor (CONTRACTOR) on the Genentech, Inc.
Biochemical Manufacturing Complex Project, (hereafter PROJECT), for and in consideration
of the award to it of a contract to perform work on said PROJECT, and in further
consideration of the mutual promises made in the "Project Labor Agreement" (hereinafter the
AGREEMENT), a copy of which was received and is acknowledged, hereby:

       (1) Accepts and agrees to be bound by the terms and conditions of the
AGREEMENT, together with any and all amendments and supplements now existing or
which are later made thereto:

        (2) The CONTRACTOR agrees to be bound by the legally established local
trust agreements as set forth in this AGREEMENT.

        The CONTRACTOR authorizes the parties to such local trust agreements to appoint
trustees and successor trustees to administer the trust funds and hereby ratifies and accepts
the trustees so appointed as if made by the CONTRACTOR;

      (3) Certifies that is has no commitments or agreements which would preclude its full
and complete compliance with the terms and conditions of said AGREEMENT.

       (4) Agrees to secure from any CONTRACTORS) (as defined in said AGREEMENT)
which is or becomes a Subcontractor (of any tier) to it, a duly executed Agreement to be
Bound in form identical to this document.

                                   Name of Contractor

                                    Authorized Officer & Title


(Names of Prime Contractor or
Higher Level Subcontractor)         Phone Number

                                    Fax Number

                      PROJECT LABOR AGREEMENT FOR
                              GENENTECH, INC.
                          VACAVILLE, CALIFORNIA


Gilbane Process a division of                Napa-Solano Counties

Gilbane Building Company                     Building Trades Council

Robert L. Harper, Project Executive          Louis Franchimon, Business Manager

Signatory Unions

Asbestos Workers Local #16                   Lathers Local 41,68

Boilermakers Local #549                      Millwrights Local #102

B.A.C. Local #3                              Operating Engineers Local #3

Carpenters Local #180                        Painters Local #376

Carpet and Linoleum Local #12                Painters District Council

Electrical Workers Local #180                Plasterers & Cement Masons Local #631

Elevator Constructors #8                     Roofers & Waterproofers #81

Glaziers Local #767                          Sheet Metal Workers Local # 104

Hod Carriers & Laborers Local #326           Sprinkler Fitters Local #483

Iron Workers Local #118                      U.A. Local #343

                                             U.A. Local #355


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