KPFK Counterproposal to United Electrical

October 12, 1995

The employer reserves the right to add to, subtract from, delete, alter, modify or withdraw any portion of this proposal.

KPFK COUNTERPROPOSAL TO UE

ARTICLE I -- RECOGNITION .................................. 3
ARTICLE 11 -- UNION MEMBERSHIP ............................. 3
ARTICLE III -- CHECK OFF ................................... 4
ARTICLE IV -- MANAGEMENT RIGHTS I 4
ARTICLE V -- DEFINITION OF STAFF 5
ARTICLE VI -- NONDISCRIMINATION AND AFFIRMATIVE ACTION 5
ARTICLE Vil -- DISCIPLINE AND DISCHARGE .................
ARTICLE Vil -- DISCIPLINE AND DISCHARGE ..................... 5
ARTICLE VIII -- GRIEVANCE AND ARBITRATION ................... 6
ARTICLE IX--- NO STRIKE / NO LOCKOUT ...................... 10
ARTICLE X -- TRIAL PERIOD ................................. 10
ARTICLE Xi LAYOFFS AND RECALL 10
ARTICLE XII SENIORITY 1 1
ARTICLE XIII VACATIONS 1 1
ARTICLE XIV HOLIDAYS 1 1
ARTICLE XV LEAVES OF ABSENCE 1 1
ARTICLE XVI MEDICAL AND DENTAL INSURANCE 12
ARTICLE XVII SICK LEAVE 12
ARTICLE XIII -- HEALTH AND SAFETY ......................... 12
ARTICLE XIX -- TRANSPORTATION AND REIMBURSEMENT FOR EXPENSES .......................................... 13
ARTICLE XX -- CHILD CARE ALLOWANCE 13
ARTICLE XXI -- STEWARD'S APPOINTMENT AND DUTIES 13
ARTICLE XXII -- SEVERANCE PAY 14
ARTICLE XXIII -- SEPARABILITY .............................. 14
ARTICLE XXIV -- EXTENT OF AGREEMENT ..................... 14
ARTICLE XXV -- BULLETIN BOARD 15
ARTICLE XXVI -- WAGES 15
ARTICLE XXVII -- TERM OF AGREEMENT 15

KPFK / UE AGREEMENT

This agreement is made and entered into this___________(date) by and between the Pacifica Foundation, hereinafter referred to as the employer, and said foundation operating radio station KPFK located at 3729 Cahuenga Blvd. West, North Hollywood, CA 91604, and the United Electrical, Radio & Machine Workers of America (UE), hereinafter referred to as the union.

ARTICLE I -- RECOGNITION

The union shall be the sole and exclusive bargaining agent for all office, clerical, and technical employees of radio station KPFK, excluding all on-air (except news) personnel and confidential employees, volunteer workers, and all other employees, guards, and managerial employees as defined in the Act.

ARTICLE 11 -- UNION MEMBERSHIP

It shall be a condition of employment that all employees of the employer covered by this agreement who are members in good-standing on the execution date of this agreement shall remain in good-standing and those employees who are not members at the execution date of this agreement shall, on or before the thirty-first (31 st) day following the execution date of this agreement, become and remain members in good-standing of the union.

No provision of this article shall apply in any state to the extent it may be prohibited by state law. If under applicable state law additional requirements must be met before any such provision may become effective, such additional requirements shall be met first.

ARTICLE III -- CHECK OFF

The employer agrees to deduct from the pay for the first payroll period of each month of all employees covered by this agreement the dues of the union having jurisdiction over such employees and agrees to remit to said union all such deductions.

The union shall indemnify, defend, and save the employer harmless against any claim made by employees over disputes concerning dues the employer deducts from employees' checks or the application of the union's membership requirements of the agreement.

ARTICLE IV -- MANAGEMENT RIGHTS

Except as expressly and specifically limited and restricted by a specific provision of this agreement, the employer has and shall retain the full right of management and the direction of its business and operation. Such rights of management include among other things, but are not limited to, the right of the employer, in its discretion, to plan, control, increase, decrease, or diminish operations, in whole or in part, to subcontract work, to introduce new methods, techniques and/or equipment; to hire, suspend, transfer, and promote; to discharge or discipline employees for just cause as defined elsewhere in this agreement, or to relieve or lay off employees for lack of work or for other causes other than for membership or non-membership in the union; to separate probationary employees during their trial period without recourse; to add to or reduce the number of shifts, or the work schedule, and to determine the number of employees that it shall employ at any time and the qualifications necessary to any of the jobs it shall have or may create in the future; in its discretion to assign or reassign work duties, both of regular and overtime work, in accordance with its determination of the needs of the respective jobs and operations; to adopt and, from time to time modify, rescind or change reasonable work and safety rules and regulations, so long as such rules are not inconsistent with an express provision of this agreement, and to enforce such rules and to select the persons it shall hire.

All rights heretofore exercised by the employer or inherent in the Foundation and not expressly contracted away by the specific provisions of this agreement are retained solely by the employer. The failure of the employer to exercise any function, power, or right in a particular manner shall not be deemed a waiver of the right of the employer to exercise such power, function, authority, or right or to preclude the employer from exercising the same in some other manner so long as it does not conflict with an expressed provision of this agreement.

It is further agreed that the rights specified herein may not be impaired by an arbitrator or arbitration even though the parties may agree to arbitrate the issues in a specific manner as provided in Article VIII hereof.

ARTICLE V -- DEFINITION OF STAFF

A. Full-time staff include persons paid to work not less than forty (40) hours per week.

B. Part-time staff include persons paid to work from ten (10) to thirty-nine (39) hours per week.

C. Temporary employees are those who can be hired in accordance with the employer's judgement of its business needs. Temporary employees shall not be covered by the terms of this agreement.

ARTICLE VI

NONDISCRIMINATION AND AFFIRMATIVE ACTION

There shall be no discrimination in hiring, wages or other terms or conditions of employment or opportunity for employment based upon race, color, national origin, sex, sexual orientation, religion or creed, political beliefs, union membership, age, marital, parental or disability status. The employer and union shall support affirmative action within the workplace.

ARTICLE VII -- DISCIPLINE AND DISCHARGE

No employee shall be subjected to disciplinary action without just cause. The employer shall have the right to establish and change such rules, policies, and regulations as deemed necessary to maintain safety, work practice, and quality standards. Employees may be disciplined or discharged for failure to abide by such rules, policies, and/or regulations. Copies of such rules and changes will be conspicuously posted, with a copy being supplied to the union.

No employee shall be disciplined or discharged for following lawful instructions given by his/her managerial supervisor.

Discipline or discharge for serious misconduct shall be exempt from the requirements of progressive discipline.

The progressive disciplinary measures available in order of severity are:

1. written warning
2. probation
3. discharge

At each step, the employer must provide the employee with specific criticism of conduct or work in writing and the specific requirements to show reasonable improvement and avoid further disciplinary action.

It shall be the responsibility of the employer to notify any employee of any additions regarding discipline to his or her personnel file at the time the addition is made to the file. This may be done by providing a photocopy or by notifying the employee that such an addition has been made and suggesting the employee obtain a copy at the earliest convenient opportunity.

ARTICLE Vill -- GRIEVANCE AND ARBITRATION

SECTION 1

The purpose of this article is to provide the sole method for settlement of complaints raised by any employee alleging that a specific provision of this agreement has been violated and thereby depriving the employee of a right or benefit herein expressly conferred upon him/her by this agreement. Such a complaint shall be defined as a grievance under this agreement and must be presented and processed in accordance with the following steps, time limits and conditions herein set forth.

SECTION 2

Such grievances as arise under the definition in Section 1 will be processed in the following manner:

Step 1: The employee will confer informally with his designated supervisor within two (2) calendar days of the incident giving rise to the grievance. If there is no resolution of the dispute at this level, the grievance shall be reduced into writing and submitted by the union to Step 2 within three (3) working days.

A grievance reduced to writing will include the following:

a) A complete statement of the grievance and the facts upon which it is based including date alleged violation took place.

b) The specific right or benefit being deprived.

c) The article or articles of this agreement relied upon or claimed to have been violated.

d) The specific remedy or correction sought.

Step 2: The employee and/or the union and/or the steward may confer with the employer's general manager in an attempt to satisfactorily adjust the complaint. If they do not resolve the issue, it may be submitted to Step 3 within five (5) calendar days of the time it was submitted to them.

Step 3: If the grievance is not resolved in Step 2 above, the union may submit the dispute to arbitration within five (5) calendar days of the employer's Step 2 answer. The time limit contained herein may be extended by mutual agreement of the parties.

SECTION 3.

The parties will attempt to select an impartial arbitrator. If the parties cannot agree upon the selection of an arbitrator through the method specified above, then within five (5) calendar days thereafter, upon written notice by the union to the employer and American Arbitration Association (AAA) or the Federal Mediation and Conciliation Service (FMCS), a list of seven (7) arbitrators shall be requested. The arbitrator shall be selected according to AAA or FMCS selection procedures.

SECTION 4.

The arbitration proceedings shall be conducted under the voluntary rules of the American Arbitration Association.

SECTION 5.

The cost of the arbitrator shall be borne equally by the parties.

SECTION 6.

No matter, other than a grievance which is an alleged violation of a specific provision as written and expressed in this agreement, can be reviewed on the merits by the arbitrator. If the grievance does not meet the aforementioned standard and involves a matter outside of the expressed terms of this agreement, and the matter is submitted to the arbitrator, the arbitrator shall refrain from reviewing the merits of the grievance.

SECTION 7.

The arbitrator shall have no authority to add to, subtract from, modify, change, alter, or ignore in any way the provisions of this agreement, or any expressly written amendment or supplement thereto, or to extend its duration unless the parties have expressly agreed, in writing, to give him specific authority to do so, or to make an award which has this effect. The award of the arbitrator so made shall be final and binding on the parties.

SECTION 8.

An arbitrator shall not review more than one grievance on the same hearing date or series of hearing dates, except by agreement between the parties.

SECTION 9.

Pending the raising, processing and settlement of the grievance and the award of the arbitrator, and during the term of this agreement, the parties agree to abide by all of the provisions of the no strike/no lockout provision.

SECTION 10.

The grievance and arbitration provisions of this agreement shall not be available to employees disciplined for violation of the no strike/no lockout provision of this agreement except to the extent they claim not to have engaged in the activity.

SECTION 1 1.

The parties agree that they will follow the foregoing steps, time limits, and conditions contained therein. If in any step the employer's representative fails to give a written answer within the time limit set forth, the grievance may be appealed to the next step at the expiration of such time limit. If the employee of the union fails to follow the foregoing grievance procedure in accordance with the steps, time limits, and conditions contained therein, the grievance shall be deemed null and void.

SECTION 12.

The parties understand and agree that their respective representatives or designees in the steps of the grievance procedure have the authority to make binding settlements, regardless of whether such settlements are authorized or have been subsequently ratified.

SECTION 13.

Only the union may request arbitration of the employer.

SECTION 14.

In no event will any pay settlement be more than the actual amount lost (taking into account unemployment or any other form of compensation received) and shall not exceed forty-five (45) days.

SECTION 15.

All meetings and hearings in the grievance and/or arbitration process shall be held outside the work hours of the employees involved and/or witnesses, unless the parties agree otherwise. In no event, however, shall the employer be responsible for wages lost by employees who attend such meetings and/or hearings.

ARTICLE IX -- NO STRIKE / NO LOCKOUT

Neither the union or any of its agents or any of its members will collectively, concertedly, or in any manner whatsoever engage in, incite or participate in any picketing, strikes, sickouts, sit-downs, stay-ins, slow-downs, boycotts, work stoppages, or sympathy strikes during the term of this agreement. It is further understood that the duly authorized representatives of the union shall use their best efforts on behalf of the union to actively encourage the employees engaging in a violation of this article to cease such conduct.

ARTICLE X -- TRIAL PERIOD

All new permanent paid staff shall have a trial period for the first one hundred thirty (130) working days of employment, during which time, if a worker's performance is deemed to be unsatisfactory, he or she may be dismissed without recourse to the grievance and arbitration provisions of this agreement. Upon completion of the trial period, the employee shall become a permanent paid staff member.

ARTICLE XI -- LAYOFFS AND RECALL

Should it become necessary to reduce the work force due to lack of work or other reasons, employees shall be laid off in the following manner. In cases where, in the opinion of the employer, skill, ability, knowledge, and job performance are all equal, seniority shall prevail. The layoff shall be continued on this basis. Those who shall be laid off shall be notified as soon as possible, but in no case less than fifteen (1 5) days before such layoff is to take place. The layoff list shall be provided to the union steward. When employees are recalled, the last employee laid off shall be the first to be rehired, if skill, ability, knowledge, and job performance are equal in the opinion of the employer. Any employee who has been laid off for six (6) months and has not been recalled shall be considered terminated and shall be entitled to severance pay as specified in this agreement. An employee who has accepted severance pay shall waive any recall rights under this section.

ARTICLE Xil -- SENIORITY

All new permanent paid full-time staff shall have a trial period of one hundred thirty (130) working days and shall work under the provisions of this agreement within which time they may be dismissed without protest by the union. On the one hundred and thirty-first (131) working day, they shall be placed on the seniority list as permanent paid staff in accordance with their date of hire.

Seniority for full-time employees governed by this agreement shall be defined as the period of employment with the employer in work covered by this agreement within the jurisdiction of the union. When an employee has had a prior paid full-time position at any radio station, bureau, or service operated by the employer that has terminated other than by discharge for just cause, such employment shall be credited to total seniority of an employee at the station covered by this agreement. In the event a former employee returns to this station within the limitations set forth immediately above, the employee's seniority upon return shall be fixed at that level of seniority held or the effective date of his/her prior departure from the employer station/bureau or service involved.

ARTICLE Xill --.

Economic Issue -- Hold

ARTICLE XIV -- HOLIDAYS

Economic Issue -- Hold

ARTICLE XV -- LEAVES OF ABSENCE

Economic Issue -- Hold

ARTICLE XVI -- MEDICAL AND DENTAL INSURANCE

Economic Issue -- Hold

ARTICLE XVII -- SICK LEAVE

Economic Issue -- Hold

ARTICLE XIII -- HEALTH AND SAFETY

A. Employer and union recognize the right of the employees to secure safe, healthy, and non-toxic working conditions. The staff shall become - familiarized with the different types of potential job hazards and the correct methods used to control them.

B. A health and safety committee will be established consisting of representatives from staff and employer. Its function shall be to provide health and safety educations for incoming employees, to monitor health and safety conditions in the station, and to review complaints regarding any unsafe or hazardous working conditions at the station.

C. Smoking will be permitted only in areas designated by the health and safety committee and in accordance with federal, state, and local regulations.

D. Any dispute regarding health and safety shall be referred to the health and safety committee.

E. The employer retains the right to formulate rules and regulations and update and change such rules and regulations as they pertain to health and safety.

ARTICLE XIX -- TRANSPORTATION AND REIMBURSEMENT FOR EXPENSES

All persons required to travel in connection with employer business shall be reimbursed, provided such travel or transportation is authorized by the employer. Allowance for use of private car shall be as determined under IRS guidelines per mile.

Employees shall not be required to use their own automobiles unless it is a condition of hire or they consent. Employees shall be reimbursed by the employer for all authorized expenditures made in connection with their work assignments within thirty (30) days.

ARTICLE XX -- CHILD CARE ALLOWANCE

Economic Issue -- Hold

ARTICLE XXI -- STEWARD'S APPOINTMENT AND DUTIES

A union representative may request relief from employer from his/her duties for reasonable periods of time to investigate and settle grievance issues and present them to the employer without the loss of seniority and benefits. Relief from duties shall be granted immediately, except when doing so might cause injury to persons, damage to property, or interruption of broadcasting or production of programming or other operations which in the sole judgement of the station manager will be harmful or disruptive to the continuity of programming or broadcasting or other operations at their station. If the station manager so finds, the union representative shall be relieved at the earliest possible moment.

It is understood by the parties that the union representative so relieved shall complete handling the grievance as promptly as possible and return to work as soon as the handling of the grievance is completed.

Upon written notice given a minimum of two (2) weeks in advance, the employer will grant a union member an unpaid leave for the performance of union business not to exceed one (1) week. During this period the employee will retain benefits and seniority. The employer will grant an unpaid leave with the appropriate two (2) weeks of minimum notice to any union member elected as a local delegate to attend district or national conventions or to participate in negotiations without loss of seniority or benefits.

ARTICLE XXII -- SEVERANCE PAY

Economic Issue -- Hold

ARTICLE XXIII -- SEPARABILITY

In the event that any provisions of this agreement shall at any time be declared invalid by any court or competent jurisdiction or through government regulations or decree, such decision shall not invalidate the entire agreement, it being the express intention of the parties hereto that all other provisions not declared invalid shall remain in full force and effect.

ARTICLE XXIV -- EXTENT OF AGREEMENT

It is agreed that during the negotiations leading to the execution of this agreement, the parties have had full opportunity to submit all items appropriate to collective bargaining; the parties expressly waive the right to submit any additional item for negotiations during the term of this agreement, whether or not such item is referred to or covered in this agreement or whether the item was or was not discussed during the course of negotiations leading to the execution of this agreement; and that this agreement incorporates their full and complete understanding, superseding and invalidating all previous commitments of any kind, oral or written, past practices, existing conditions, and all prior employee and union rights and benefits not specifically incorporated herein. The specific provisions of this agreement are the sole source of any rights which the union or any member of the bargaining unit may charge the employer has violated in raising a grievance.

ARTICLE XXV -- BULLETIN BOARD

The employer shall provide the union with a bulletin board in the station for the union's use.

ARTICLE XXVI -- WAGES

Economic Issue -- Hold

ARTICLE XXVII -- TERM OF AGREEMENT

This agreement shall be in full force and effect from_________ and shall remain in effect until_________, at which time it shall become imperative. Notification by either party to the other to negotiate a new agreement requires notification at least sixty (60) days prior to the above-stated expiration date.

FOR THE UNION FOR THE EMPLOYER