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EXHIBIT 10(h)(i)
JOBBERS AGREEMENT
By and Between:
LIZ CLAIBORNE, INC. AND
UNION OF NEEDLETRADES, INDUSTRIAL AND TEXTILE EMPLOYEES
(UNITE)
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TABLE OF CONTENTS
ARTICLE 1: DEFINITIONS 2
ARTICLE 2: SCOPE OF AGREEMENT 3
ARTICLE 3: COMPANY'S CONTINUING OBLIGATIONS--
SUCCESSORS AND SUBSIDIARIES 3
ARTICLE 4: CONTRACTORS 4
ARTICLE 5: STRUCK WORK--LABOR DISPUTE--
CROSSING PICKET LINES 5
ARTICLE 6: COMPANY'S RESPONSIBILITY FOR
CONTRACTORS' PAYMENTS 6
ARTICLE 7: EXAMINATION OF BOOKS AND RECORDS 8
ARTICLE 8: UNION LABEL 9
ARTICLE 9: BENEFIT FUNDS 9
ARTICLE 10: UNION AGENCY 10
ARTICLE 11: COUNCIL FOR AMERICAN FASHION 10
ARTICLE 12: CONSIDERATION 11
ARTICLE 13: ARBITRATION AND ADJUSTMENT
OF DISPUTES 11
ARTICLE 14: CODE OF CONDUCT 14
ARTICLE 15: CONFORMITY TO LAW--SAVING CLAUSE 14
ARTICLE 16: NO WAIVER 14
ARTICLE 17: TERM 15
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This AGREEMENT is made and entered into this 1st day of June 2000, by and
between Liz Claiborne, Inc., hereinafter designated as the "Company" and the
Union of Needletrades, Industrial and Textile Employees, hereinafter designated
as "UNITE" or the "Union".
WHEREAS, the Company was a member of the New York Skirt and Sportswear
Association, Inc. (the "Association") for many years and was bound by the
collective bargaining agreements between the Association and Locals 23-25 and
Local 10, affiliates of UNITE, whose predecessor was the I.L.G.W.U. ( the
"Association Agreement"); and
WHEREAS, the Association Agreement governed, inter alia, relations between
the Company and the Union and its affiliates, including the Company's use as a
jobber of contractors to manufacture its garments as part of the integrated
process of production; and
WHEREAS, the Company has withdrawn from the Association and has bargained
individually with the Union and its affiliates; and
WHEREAS, the parties wish to preserve certain terms and conditions from the
Association Agreement; and
WHEREAS, the parties wish to cooperate in establishing conditions which
will tend to insure the stability of the industry and to provide methods for a
fair and peaceful adjustment of all disputes so as to secure uninterrupted
operation of work;
NOW, THEREFORE, the parties agree as follows:
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ARTICLE 1: DEFINITIONS
For the purposes of this Agreement, the following words are defined as
follows:
1.1 "Union" means Union of Needletrades, Industrial and Textile Employees
("UNITE").
1.2 "Manufacturer" means one who manufactures all or part of its garments
in its inside shop and which may also produce its garments in contractors'
shops.
1.3 "Jobber" means one who does not manufacture garments in its own shop
but who has all of its garments produced (sewn, finished, pressed and sometimes
cut) by contractors and who may or may not employ cutters and/or sample makers
and/or distribution workers or others.
1.4 "Contractor" means one who produces garments in the continental United
States from cut or uncut goods for a manufacturer or jobber, including
accessories, belts, covered buttons, buckles, neckwear, artificial flowers, bias
binding, tubular piping, shoulder pads or embroideries, or who performs
processing services, including hemstitching, pleating and tucking, or performs
cutting work, all of which are part of the integrated process of production in
the apparel and clothing industry.
1.5 "Inside shop" means a shop, wherever situated, owned, operated, or
controlled by the Company in which it manufactures its garments.
1.6 "Outside system of production" means the system in the apparel and
clothing industry of having garments produced in contractors' shops.
1.7 "Jobbers Agreement" means this Agreement between the Company and the
Union.
1.8 "Union Contractor" means a contractor bound to a collective bargaining
agreement with UNITE or any of its affiliates.
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ARTICLE 2: SCOPE OF AGREEMENT
2.1 This Jobbers Agreement governs the overall relationship between the
Company and the Union including the Company's use of contractors to produce its
garments in the continental United States. The terms of this Agreement are
applicable solely in the continental United States and shall have no force and
effect to any entities or operations outside of the continental United States.
The only exception to the foregoing is when Canada is explicitly mentioned in
Article 4.5, Article 5 or Appendix "A" and then only for the sole purpose
described therein.
2.2 The terms and conditions of employment of the Company's bargaining unit
employees are not governed by this Agreement, but are governed by a National
Collective Bargaining Agreement, and local supplemental agreements thereto.
ARTICLE 3: COMPANY'S CONTINUING OBLIGATIONS--SUCCESSORS AND SUBSIDIARIES
All of the terms and provisions of this Agreement shall be binding upon the
Company and upon its subsidiaries, successors and assigns. In the event the
Company sells or transfers its business to another, it shall nevertheless
continue to be liable for the complete performance of the terms and provisions
of this Agreement by the purchaser or transferee until the purchaser or
transferee expressly, in writing, assumes such performance and agrees to be
fully bound by the terms and provisions of this Agreement.
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ARTICLE 4: CONTRACTORS
4.1 The Union has a bona fide interest in the labor conditions existing in
all shops manufacturing garments in the continental United States and a close
unity of interest exists among the workers manufacturing garments regardless of
the particular shops in which they are employed.
4.2 The Company and the contractors that manufacture garments or parts
thereof or otherwise perform work for it are closely allied and have a close
unity of interest with each other in the manufacture of garments, and in any
labor dispute, to the extent of any work performed on its garments, the Company
and its contractors are not "neutrals" with respect to each other but are
jointly engaged in an integrated process of production.
4.3 For the purpose of eliminating substandard labor conditions, protecting
the employment opportunities and labor standards of all workers manufacturing
garments in the continental United States for the Company, whether employed in
inside shops or contractors' shops, the Company agrees that it shall follow the
procedures set forth in Appendix "A" of this Agreement.
4.4 Except as expressly limited by this Agreement, the determination of
quality, standards, price and availability, and all other terms of engagement of
contractors (which shall include the Company's Human Rights Standards of
Engagement), and revisions of same, are within the sole discretion of the
Company. Except as expressly limited by this Agreement, the Company has the sole
and exclusive right to retain and terminate the services of any contractor it
has engaged, and the foregoing shall not be subject to the arbitration
procedure.
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4.5 As soon as administratively possible after a contract for the
production of garments in the continental United States or Canada is let,
whether union or non-union, the Company shall provide the Union the name and
address of the contractor, the product and the approximate number of pieces.
4.6 The Company shall inform non-Union contractors to which it is sending
work: (i) of the Company's obligations under this Article, (ii) that the Company
will automatically accept that a contractor is in compliance with the Company's
Human Rights Standards of Engagement if that contractor has a collective
bargaining agreement with UNITE or any affiliate thereof, (iii) that in the
Company's opinion the contractor should enter into a collective bargaining
agreement with UNITE or an affiliate thereof, and (iv) that the Company may have
to withdraw work from the contractor in the event the contractor is struck or
lawfully picketed by UNITE or any affiliate thereof.
4.7 Nothing contained in this Article shall be deemed to create or enlarge
any existing obligation to the workers employed in any contractor's shop.
Nothing herein shall be interpreted as making the Company responsible for any of
the acts of its contractors, except to the extent expressly set forth in this
Agreement.
ARTICLE 5: STRUCK WORK--LABOR DISPUTE--CROSSING PICKET LINES
The Company and its contractors have a close unity of interest with each
other and in any labor dispute, the Company and its contractors are not neutrals
with respect to each other but are jointly engaged in an integrated production
effort. Accordingly, the parties agree as follows:
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a. Whenever it shall appear that the Company is giving work to a contractor
against whom a lawful strike has been declared or approved by the Union or any
of its affiliates, or against whom a lawful picket line has been established by
the Union or any of its affiliates, the Company shall, upon notice to it,
immediately stop giving work to such contractor, shall withdraw work which has
not been put into production, and shall within a reasonable time withdraw work
which has been put into production. Notwithstanding the foregoing, withdrawal of
work which has been put into production shall be orderly with due regard to the
Company's seasonal and inventory requirements so as not to unfairly affect the
Company's competitive position.
b. To the extent permitted by law, it shall not be considered a breach of
this Agreement on the part of the Union or any of its affiliates or on the part
of any employee of any of its contractors performing part of the integrated
process of production of the Company's garments, if such worker refuses to cross
any lawful picket line recognized by the Union or any of its affiliates or to
enter upon the lawfully picketed premises of said contractor, either of his or
her own volition or by direction of the Union or any of its affiliates.
ARTICLE 6: COMPANY'S RESPONSIBILITY FOR CONTRACTORS' PAYMENTS
To safeguard employment opportunities and labor standards and to provide
for the full payments of all amounts due to and/or on behalf of workers who
produce the Company's garments in its contractors' shops:
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6.1 The Company shall pay each of its Union contractors an amount at least
sufficient to enable it to provide such workers with the wages, earnings,
overtime, and holiday pay and to pay benefit fund contributions provided in the
applicable collective bargaining agreement. In the event a Union contractor is
not required under its collective bargaining agreement to pay benefit fund
contributions, the Company may in its sole discretion agree to pay the said
contributions directly to the applicable funds.
6.2 No part of the amount so paid by the Company to its contractor shall be
used by the contractor as payment for overhead and services. To insure against
diversion of monies intended for the workers, the Company shall, in addition to
the foregoing amount, pay to its contractor a reasonable amount for overhead
and/or services that shall be separately agreed upon between them or their
representatives.
6.3 If the Company's contractor fails to pay the wages, earnings, overtime,
or holiday pay due to bargaining unit workers in its shop for work produced for
the Company, the latter shall be liable to its contractor's workers for the
payment of the foregoing. The Company's liability shall be limited to such
payment for ten (10) full days' work in every instance.
6.3.1 If the Company fails to pay its contractors on or before the Tuesday
following the week that such work was done, the Company's liability for wages,
earnings, overtime, and holiday pay shall be deemed extended beyond ten (10)
days by one (1) additional day for each additional day that such workers were
not so paid because the Company failed to make such required payments to the
contractor.
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6.3.2 Where the workers in the shop of a contractor do not receive their
holiday pay on or before the Tuesday following the week in which the holiday
occurred, by reason of the fact that the shop was closed because of lack of
work, the liability of the Company for the ten (10) full working days shall
commence to run in every instance from the Tuesday following the day on which
production in such shop is resumed.
6.3.3 The Union shall give the Company notice of the contractor's failure
to make payments under this paragraph 6.3 as soon as practicable.
6.4 The Union agrees that the provisions of this article do not in any
manner whatsoever bind the Company to any other agreement.
6.5 The Company, after being given notice from the Union that a contractor
is delinquent in its contributions to the applicable funds, will immediately
stop giving work to such contractor, shall withdraw work which has not been put
into production, and shall within a reasonable time withdraw work which has been
put into production. Notwithstanding the foregoing, withdrawal of work which has
been put into production shall be orderly with due regard to the Company's
seasonal inventory requirements so as not to unfairly affect the Company's
competitive position. The Company shall assist the Union in its collection
efforts.
ARTICLE 7: EXAMINATION OF BOOKS AND RECORDS
In the event the Company, in its sole discretion, contributes directly to a
benefit fund on behalf of a contractor, the Union or applicable benefit fund
shall have the right to examine the relevant books and records of the Company to
determine compliance with the terms of that Agreement.
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ARTICLE 8: UNION LABEL
The Company shall affix the UNITE Union Label to all garments and
accessories manufactured by or for the Company by its inside shops, if any, and
Union contractors in accordance with the Union label rules, regulations and
procedures, which, together with any amendments thereof, shall be deemed
incorporated in this Agreement with the same force and effect as if fully set
forth herein. All such labels shall be purchased by the Company from the Union.
ARTICLE 9: BENEFIT FUNDS
9.1 In the event the Company contracts with a contractor that is party to a
collective bargaining agreement with the Union or an affiliate thereof, the
terms of which do not require the contractor to pay benefit fund contributions,
the Company may in its sole discretion pay to the applicable fund(s) the amounts
required under the terms of a written participation agreement between the
Company and the applicable fund(s) covering that contractor and the period of
time during which the Company agrees to make contributions. Any such written
participation agreement will refer to the terms of the applicable plan
document(s). Any payment to the said funds shall neither bind nor commit the
Company to the terms of, nor make the Company party to any collective bargaining
agreement covering its contractors' employees nor shall the Company be party to
or bound by the terms of any trust agreement as a result of any of its
obligations under this Jobbers Agreement.
9.2 The Company shall not be responsible for paying benefit fund
contributions based on
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work sent to Union contractors.
9.3 If the Company, in its sole discretion, determines to make
contributions to the applicable benefit fund(s) and executes a written
participation agreement in accordance with the foregoing, the benefit fund(s)
shall have all applicable rights under the Employee Retirement Income Security
Act of 1974 to recover unpaid contributions.
ARTICLE 10: UNION AGENCY
The parties agree that the sole persons authorized or having the power to
act as agents of the Union, or to bind the Union legally with respect to matters
arising out of this Agreement or arising out of the relations between the
Company and the Union, or to subject the Union to any liability whatever by
reason of any act or omission are the President of the Union and such additional
persons as the Union may formally designate by written notice to the Company.
The Union shall not be responsible for the acts or omissions of any other
person, including members and employees of the Union.
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ARTICLE 11: COUNCIL FOR AMERICAN FASHION
The Company shall contribute on an annual basis $29,500 dollars to the
Council For American Fashion Labor-Management Industry Development Fund ("CAF").
CAF is an industry wide labor management committee established to, among other
things: expand and improve working relationships between labor and management,
enhance economic development, improve technology, increase the competitiveness
of the industry and help resolve related industry problems.
ARTICLE 12: CONSIDERATION
12.1 For the benefit of employees and retirees in the industry, and to deal
with the cyclical nature of the industry, the Company agrees to make the
following contributions to the Eastern States Health and Welfare Fund:
June 1, 2000 to May 31, 2001 $500,000
June 1, 2001 to May 31, 2002 $1,000,000
June 1, 2002 to May 31, 2003 $1,000,000
The said consideration shall be paid by the Company within fourteen (14) days of
the end of each contract year. These are the sole contributions to be made to
the Eastern States Health and Welfare Fund under this Jobbers Agreement except
for any obligation the Company undertakes in its sole discretion under Article 9
of this Agreement.
ARTICLE 13: ARBITRATION AND ADJUSTMENT OF DISPUTES
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13.1 In the event either party believes that a breach of this Agreement has
occurred or a dispute arises over the interpretation or application of any of
the terms of this Agreement, the parties shall resolve the dispute as follows.
The aggrieved party shall submit its complaint in writing to the other party. A
meeting between the Company and the Union shall be held within five (5) calendar
days of the written complaint being submitted. If the dispute is not resolved
within that five (5) day period, either party may submit the dispute to
arbitration by written notice to the other party within forty-five (45) days
thereafter.
13.2 The parties have designated the following four (4) impartial
arbitrators to serve during the term of this Agreement: (i) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ,
(ii) ▇▇▇▇▇▇ ▇▇▇▇▇, (ii) ▇▇▇▇▇▇ ▇▇▇▇▇, and (iv) ▇▇▇▇ ▇▇▇▇▇▇. If either the Union
or the Company refers a matter to arbitration, the parties shall attempt to
agree on an impartial arbitrator from the four (4) arbitrators so chosen to hear
the matter. If the parties fail to agree on the name of an impartial arbitrator
within ten (10) days from the date the request for arbitration was submitted by
the aggrieved party to the other party, then they shall select an arbitrator by
alternately striking members of the panel. The arbitrator who heard the previous
case shall be struck first. The parties shall alternate cases as to who shall
strike first.
13.3 The arbitrator shall not have the authority to alter or amend this
Agreement, or to substitute any new provision for an existing provision of this
Agreement, or to bind the Company to any other agreement.
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13.4 The arbitrator may, in addition to the award of damages as provided by
this Agreement, command or restrain acts and conduct of the parties in order to
effectuate compliance with the terms of this Agreement. With regard, however, to
Article 4.3 and Appendix "A" of this Agreement, the arbitrator shall not be
authorized nor empowered, and shall not under any circumstances whatsoever,
command or restrain any action, or provide any remedy except as expressly set
forth in Appendix "A" of this Agreement.
13.5 If either party shall default in appearing before the arbitrator,
after reasonable notice has been provided to the party, the arbitrator is
empowered nevertheless to take the proof of the party appearing and render an
award thereon. Any award or decision of the arbitrator shall be final and
binding and shall be enforceable by appropriate proceedings at law or in equity.
The arbitrator shall require witnesses to testify upon oath or affirmation upon
the request of either party. The arbitrator's fee shall be borne equally by the
parties hereto.
13.6 Any papers, notices or process to initiate or continue an arbitration
hereunder may be served by mail, and all papers, notices or processes in any
application to a court to confirm or enforce an arbitration award hereunder,
including the service of the papers conferring jurisdiction of the parties upon
the court, may be served by certified mail, in all cases directed to the
Company, Attention: General Counsel, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
and to the Union, Attention: President, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
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13.7 The procedure herein established for the adjustment of disputes shall
be the exclusive means for the determination of all disputes, complaints,
controversies, claims or grievances whatsoever, including the arbitrability of
any dispute. It is intended that this provision shall be interpreted as broadly
and inclusively as possible. Neither party shall institute any action or
proceeding in a court of law or equity, State or Federal, or before an
administrative tribunal, other than to compel arbitration, as provided in this
Agreement, or with respect to the award of an arbitrator. This provision shall
be a complete defense to and also grounds for a stay of any action or proceeding
instituted contrary to this Agreement.
ARTICLE 14: CODE OF CONDUCT
The Company is a signatory to the terms of Code of Conduct and Monitoring
procedures established by the Presidential Task Force on the Apparel Industry
and intends to comply with same. This Article is not subject to enforcement
under the arbitration provisions of this Agreement or otherwise.
ARTICLE 15: CONFORMITY TO LAW - SAVING CLAUSE
15.1 The interpretation and enforcement of this Agreement shall be governed
by federal law
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and by the laws of the State of New York not inconsistent therewith.
15.2 If any provision of this Agreement or the enforcement or performance
of such provision is or shall at any time be determined to be contrary to law or
enjoined by a court or administrative agency, then such provision shall not be
applicable or enforced or performed except to the extent permitted by law. The
Union and the Company shall thereupon negotiate a substitute provision.
15.3 If any provision of this Agreement or its application to the Company
or any person or circumstance is held invalid or enjoined, the remainder of this
Agreement or the application of such provision to other circumstances shall not
be affected thereby.
ARTICLE 16: NO WAIVER
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The failure of either party to this Agreement to require strict performance
of any provision of the Agreement shall not be deemed a waiver or abandonment of
any of the rights or remedies provided herein for violation of the Agreement or
any provision thereof; nor shall it constitute a waiver or abandonment of any
right or remedy herein provided for a subsequent violation of any provision of
the Agreement.
ARTICLE 17: TERM
This Agreement shall go into effect June 1, 2000 and shall continue in
effect up to and including May 31, 2003.
IN WITNESS WHEREOF, the parties have hereunto set their respective hands
and seals, and caused this Agreement to be signed by their respective officials
this 31st day of January, 2001.
LIZ CLAIBORNE, INC. UNION OF NEEDLETRADES, INDUSTRIAL
AND TEXTILE EMPLOYEES (UNITE)
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------- ---------------------
▇▇▇▇▇▇▇ ▇▇▇▇, Esq. ▇▇▇▇▇ ▇▇▇▇▇▇, Secretary-Treasurer
APPENDIX "A"
I. When the Employer determines to contract out the manufacture of woven apparel
and denim jeans under the following LCI brands: Collection, LizSport, LizWear,
Liz&Co., ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ to contracting shops within the continental
United States or Canada, it shall give such work directly to and employ the
services of only those contractors who are signatories to a collective
bargaining agreement with UNITE or one of its affiliates. Effective January 1,
2001, the obligations for the aforementioned LCI brands shall include cut and
sewn knits and sweaters.
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A. In the event that the work described above is assigned directly by the
Employer to a non-union contractor, the Union after demanding of the Employer
that such work immediately cease and all work in process be withdrawn may apply
to any of the Arbitrators named in this agreement for an ex parte order to have
such work immediately withdrawn from the non-union contractor. The Employer must
immediately comply with said Order, unless it can show the Arbitrator, as its
sole defense, that it is in factual compliance with Paragraph I above. This
provision shall not apply to work being performed by non-union contractors who
have been assigned the work by the UNITE contractor to whom the Employer
directly assigned such work. In that case the Union's sole remedy shall be
against the union contractor that assigned the work to a non-union contractor.
II. For all other of the Employer's brands and labels, not mentioned in
Paragraph I above which the Employer determines to be manufactured in the
continental United States, the Employer and the Union shall cooperate for the
purpose of attempting in good faith to find companies subject to collective
bargaining agreements with UNITE or an affiliate thereof which could perform the
work in production facilities that meet the Employer's manufacturing criteria
and at the price, quality and service standards the Employer requires of all
manufacturers who apply for such approval.
A. The Employer shall hire and/or designate an executive ("Employer
Executive") to be responsible for the identification, evaluation and development
of garment manufacturers under contract with UNITE or one of its affiliates who
manufacture in the continental United States. The Union shall hire and/or
designate an executive ("Union Executive")with knowledge of garment
manufacturing facilities in the continental United States to act as liaison with
the aforementioned Employer Executive.
B. The Employer Executive in response to the recommendations of the Union
Executive will arrange evaluation visits to all potential facilities to
determine if they meet the LCI Manufacturing Criteria which will be published by
the Employer and furnished to the Union Executive. Those manufacturers
recommended by the Union Executive that the Employer Executive agrees meet the
LCI Manufacturing Criteria will be given a test order. In the event the Union
Executive recommends a manufacturer from Canada, the employer shall give such
manufacturer the same consideration under this Paragraph II as a manufacturer
from the continental United States.
(1) In the event the Employer Executive and the Union Executive
disagree on the eligibility of any manufacturer recommended by the Union
Executive, the parties shall, if the Union demands, select a third party from a
mutually agreed upon list of reputable consultants to the apparel industry whose
practices include factory evaluation and development. For the term of this
agreement, the parties have agreed to utilize the services of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Associates. The third party shall visit the factory in question and determine
whether or not the factory meets
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the LCI Manufacturing Criteria. The parties shall be bound by his/her decision
and a test order shall be assigned, if the consultant so orders. The cost and
expenses of the consultant shall be borne equally by the parties.
(2) If the test order is manufactured in accordance with the standards
set by the Employer, the manufacturer shall thereafter be placed on the
Employer's approved list of manufacturers and shall be given the opportunity to
manufacture garments for the Employer in accordance with the Employer's domestic
sourcing procedures.
(3) Once a test order is given under any of the procedures set forth
in Paragraph II of this Appendix "A", the manufacturer thereafter becomes a
contractor within the meaning of Subsection 4.4 of the Jobbers Agreement and the
contractor's selection, retention or termination shall be in the sole discretion
of the Employer, however, the said contractor with a collective bargaining
agreement with UNITE or one of its affiliates shall be given the right of first
refusal before a final selection is made for the product in question. In the
event, under this procedure, production of the product would be awarded to a
non-union contractor over said union contractor, the Employer may not award it
to the non-union contractor if the non union contractor provides no benefits to
its full time workers other than wages and legally required fringe benefits.