Common use of SUPREMACY CLAUSE Clause in Contracts

SUPREMACY CLAUSE. ‌ This Agreement, together with the local Collective Bargaining Agreements appended hereto as Schedule A, represents the complete understanding of all signatories and supersedes any national agreement, local agreement or other collective bargaining agreement of any type which would otherwise apply to this Program Work, in whole or in part, except that Program Work which falls within the jurisdiction of the Operating Engineers Locals 14 and 15 will be performed under the terms and conditions set out in the Schedule A agreements of Operating Engineers Locals 14 and 15. The Collective Bargaining Agreements of the affiliated local unions that cover the particular type of construction work to be performed by the contractor, and as set forth in the Schedule A list of Agreements, shall be deemed the Schedule A Collective Bargaining Agreements 4 Execution Copy 2015-2018 (“Schedule A CBA”) under this Agreement. Where association and independent Collective Bargaining Agreements for a particular type of construction work are both set forth in Schedule A, association members shall treat the applicable association agreement as the Schedule A CBA and independent contractors shall treat the applicable independent agreement as the Schedule A CBA. Subject to the foregoing, where a subject covered by the provisions of this Agreement is also covered by a Schedule A Collective Bargaining Agreement, the provisions of this Agreement shall prevail. It is further understood that no Contractor shall be required to sign any other agreement as a condition of performing Program Work. No practice, understanding or agreement between a Contractor and a Local Union which is not set forth in this Agreement shall be binding on this Program Work unless endorsed in writing by the Construction Manager or such other designee as may be designated by the Agency. It is further agreed that, where there is a conflict, the terms and conditions of this Project Labor Agreement shall supersede and override terms and conditions of any and all other national, area, or local collective bargaining agreements, except for all work performed under the NTL Articles of Agreement, the National Stack/Chimney Agreement, and the Joint National Agreement for Instrument Control Systems Technicians, with the exception of Article 2, sec.7, and Articles 7, 9 and 10 of this Project Labor Agreement, which shall apply to such work. Execution Copy 2015-2018

SUPREMACY CLAUSE. ‌ This Agreement, together with the local Collective Bargaining Agreements (each a “CBA”) appended hereto as Schedule “A”, represents the complete understanding of all signatories and supersedes any national agreement, local agreement or other collective bargaining agreement CBA of any type which would otherwise apply to this Program Work, in whole or in part, except that for Program Work which falls within the jurisdiction of the Operating Engineers Locals 14 and 15. If Program Work falling within the jurisdiction of Operating Engineers Locals 14 and 15 is accepted by and performed by said locals, only then will such work be performed under the terms and conditions set out in the Schedule A “A” agreements of Operating Engineers Locals 14 and 15. The Collective Bargaining Agreements CBAs of the affiliated local unions that cover the particular type of construction work to be performed by the contractor, and as set forth in the Schedule A “A” list of Agreementsagreements, shall be deemed the Schedule A “A” Collective Bargaining Agreements 4 Execution Copy 2015-2018 (“Schedule A “A” CBA”) under this Agreement. Where association and independent Collective Bargaining Agreements CBAs for a particular type of construction work are both set forth in Schedule “A”, association members shall treat the applicable association agreement as the Schedule A “A” CBA and independent contractors shall treat the applicable independent agreement as the Schedule A “A” CBA. Subject to the foregoing, where a subject covered by the provisions of this Agreement project labor agreement is also covered by a Schedule A Collective Bargaining Agreement“A” CBA, the provisions of this Agreement project labor agreement shall prevail. It is further understood that no Contractor shall be required to sign any other agreement as a condition of performing Program Work. No practice, understanding or agreement between a Contractor and a Local Union which is not set forth in this Agreement shall be binding on this with respect to Program Work unless endorsed in writing by the Construction Manager or such other designee as may be designated by the Agency. It Nothing in this Agreement requires employees to join a union or pay dues or fees to a union as a condition of working on the covered project. This Agreement is further agreed thatnot, where there is a conflicthowever, the terms intended to supersede independent requirements in applicable local union agreements as to contractors that are otherwise signatory to those agreements and conditions as to employees of this Project Labor Agreement shall supersede and override terms and conditions of any and all other national, area, or local collective bargaining agreements, except for all work performed under the NTL Articles of Agreement, the National Stack/Chimney Agreement, and the Joint National Agreement for Instrument Control Systems Technicians, with the exception of Article 2, sec.7, and Articles 7, 9 and 10 of this Project Labor Agreement, which shall apply to such employers performing covered work. Execution Copy 2015-2018.

SUPREMACY CLAUSE. ‌ This To the extent the choice of law and jury waiver provisions of this Loan Agreement are inconsistent with any Loan Documents entered into by Borrower prior to the date hereof, such provisions of this Loan Agreement shall govern and control, and shall be deemed incorporated into such Loan Documents. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. [remainder of page left intentionally blank; signature pages follow] In Witness Whereof, the parties hereto have duly executed this Loan Agreement as of the date first above written. NORTHWEST FARM CREDIT SERVICES, PCA By: Authorized Agent BORROWER: ▇▇▇▇ RESOURCES, A DELAWARE LIMITED PARTNERSHIP By: ▇▇▇▇ MGP Inc., a Delaware corporation, its Managing General Partner By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President and CEO ▇▇▇▇ Resources, A Delaware Limited Partnership Customer No.: 1800036019 To: Northwest Farm Credit Services, PCA Reference is made to that certain Second Amended and Restated Master Loan Agreement, dated as of July __, 2016, (the “Loan Agreement”) among ▇▇▇▇ RESOURCES, A DELAWARE LIMITED PARTNERSHIP (“Borrower”), and NORTHWEST FARM CREDIT SERVICES, PCA (“Lender”). The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the __________________________ of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Lender on behalf of Borrower, and that: 1. Attached hereto as Schedule 1, are the Fiscal Year-End audited financial statements required by paragraph 7.01b.i of the Loan Agreement for the Fiscal Year of Borrower ended as of the above date, together with the local Collective Bargaining Agreements appended report and opinion of an independent certified public accountant required by such section. 1. Attached hereto as Schedule A1, represents are the complete understanding of all signatories and supersedes any national agreement, local agreement or other collective bargaining agreement of any type which would otherwise apply to this Program Work, in whole or in part, except that Program Work which falls within the jurisdiction financial statements required by paragraph 7.01. b.ii of the Operating Engineers Locals 14 Loan Agreement for the Fiscal Quarter of Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and 15 will be performed under cash flows of Borrower and its Subsidiaries in accordance with GAAP, as of such date and for such period, subject only to normal year-end adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms and conditions set out in the Schedule A agreements of Operating Engineers Locals 14 and 15. The Collective Bargaining Agreements of the affiliated local unions that cover the particular type of construction work Loan Agreement and has made, or has caused to be performed by made under his/her supervision, a detailed review of the contractor, transactions and as set forth in condition (financial or otherwise) of Borrower during the Schedule A list of Agreements, shall be deemed the Schedule A Collective Bargaining Agreements 4 Execution Copy 2015-2018 (“Schedule A CBA”) under this Agreement. Where association and independent Collective Bargaining Agreements for a particular type of construction work are both set forth in Schedule A, association members shall treat the applicable association agreement as the Schedule A CBA and independent contractors shall treat the applicable independent agreement as the Schedule A CBA. Subject to the foregoing, where a subject accounting period covered by the provisions attached financial statements. 3. A review of the activities of Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period Borrower performed and observed all its obligations under the Loan Documents, and [To the best knowledge of the undersigned during such fiscal period, Borrower performed and observed each covenant and condition of the Loan Documents applicable to it.] [The following covenants or conditions have not been performed or observed and the following is a list of each such Defaults and their nature and status:] 4. To the best knowledge of the undersigned, the representations and warranties of Borrower contained in the Loan Documents, and any representations and warranties of Borrower that are contained in any document furnished at any time under or in connection with the Loan Documents, are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date. 5. To the best knowledge of the undersigned, the financial covenant analyses and information set forth on Schedule 1, attached hereto, are true and accurate on the Calculation Date and the undersigned has received no information to the contrary as of the date of this Agreement is also covered by a Schedule A Collective Bargaining Agreement, the provisions of this Agreement shall prevail. It is further understood that no Contractor shall be required to sign any other agreement as a condition of performing Program Work. No practice, understanding or agreement between a Contractor and a Local Union which is not set forth in this Agreement shall be binding on this Program Work unless endorsed in writing by the Construction Manager or such other designee as may be designated by the Agency. It is further agreed that, where there is a conflict, the terms and conditions of this Project Labor Agreement shall supersede and override terms and conditions of any and all other national, area, or local collective bargaining agreements, except for all work performed under the NTL Articles of Agreement, the National Stack/Chimney Agreement, and the Joint National Agreement for Instrument Control Systems Technicians, with the exception of Article 2, sec.7, and Articles 7, 9 and 10 of this Project Labor Agreement, which shall apply to such work. Execution Copy 2015-2018Certificate.

SUPREMACY CLAUSE. ‌ This Agreement, together with the local Collective Bargaining Agreements (each a “CBA”) appended hereto as Schedule “A”, represents the complete understanding of all signatories and supersedes any national agreement, local agreement or other collective bargaining agreement CBA of any type which would otherwise apply to this Program Work, in whole or in part, except except: 1) to the extent applicable, work performed that may fall under the NTL Articles of Agreement, the National Stack/Chimney Agreement, the National Cooling Tower Agreement, all instrument calibration work and loop checking which shall be performed under the UA/IBEW Joint National Agreement for Instrument and Control Systems Technicians, and the National Agreement of the International Union of Elevator Constructors, with the exception of Article 2, Section 7, and Articles 7, 9 and 10 of this Agreement, which shall apply to such work; and 2) Program Work which falls within the jurisdiction of the Operating Engineers Locals Local 14 and 15. If Program Work falling within the jurisdiction of Operating Engineers Local 14 and 15 is accepted by and performed by said locals, only then will such work be performed under the terms and conditions set out in the Schedule A “A” agreements of Operating Engineers Locals 14 and 15. The Collective Bargaining Agreements CBAs of the affiliated local unions that cover the particular type of construction work to be performed by the contractor, and as set forth in the Schedule A “A” list of Agreementsagreements, shall be deemed the Schedule A “A” Collective Bargaining Agreements 4 Execution Copy 2015-2018 (“Schedule A “A” CBA”) under this Agreement. Where association and independent Collective Bargaining Agreements CBAs for a particular type of construction work are both set forth in Schedule “A”, association members shall treat the applicable association agreement as the Schedule A “A” CBA and independent contractors shall treat the applicable independent agreement as the Schedule A “A” CBA. Subject to the foregoing, where a subject covered by the provisions of this Agreement project labor agreement is also covered by a Schedule A Collective Bargaining Agreement“A” CBA, the provisions of this Agreement project labor agreement shall prevail. It is further understood that no Contractor shall be required to sign any other agreement as a condition of performing Program Work. No practice, understanding or agreement between a Contractor and a Local Union which is not set forth in this Agreement shall be binding on this with respect to Program Work unless endorsed in writing by the Construction Manager Agency or such other designee as may be designated by the Agency. It Nothing in this Agreement requires employees to join a union or pay dues or fees to a union as a condition of working on the covered project. This Agreement is further agreed thatnot, where there is a conflicthowever, the terms intended to supersede independent requirements in applicable local union agreements as to contractors that are otherwise signatory to those agreements and conditions as to employees of this Project Labor Agreement shall supersede and override terms and conditions of any and all other national, area, or local collective bargaining agreements, except for all work performed under the NTL Articles of Agreement, the National Stack/Chimney Agreement, and the Joint National Agreement for Instrument Control Systems Technicians, with the exception of Article 2, sec.7, and Articles 7, 9 and 10 of this Project Labor Agreement, which shall apply to such employers performing covered work. Execution Copy 2015-2018.

SUPREMACY CLAUSE. ‌ This Agreement, together with the local Collective Bargaining Agreements appended hereto as listed in Schedule "A, ," represents the complete understanding of all signatories and supersedes any national agreement, local agreement or other collective bargaining agreement of any type which would otherwise apply to this Program Project Work, in whole or in part, except work performed under the NTL Articles of Agreement, the National Stack/Chimney Agreement, the National Cooling Tower Agreement, all instrument calibration work and loop checking which shall be performed under the UA/IBEW Joint National Agreement for Instrument and Control Systems Technicians, and the National Agreement of the International Union of Elevator Constructors, with the exception of the dispute resolution mechanisms contained herein; and provided further that Program Project Work which falls within the jurisdiction of the Operating Engineers Locals 14 and 15 will be performed under the terms and conditions set out in the Schedule A "A" agreements of Operating Engineers Locals 14 and 15. The Collective Bargaining Agreements of the affiliated local unions that cover the particular type of construction work to be performed by the contractor, and as set forth in the Schedule A list of Agreements, shall be deemed the Schedule A Collective Bargaining Agreements 4 Execution Copy 2015-2018 (“Schedule A CBA”) under this Agreement. Where association and independent Collective Bargaining Agreements for a particular type of construction work are both set forth in Schedule A, association members shall treat the applicable association agreement as the Schedule A CBA and independent contractors shall treat the applicable independent agreement as the Schedule A CBA. Subject to the foregoing, where a subject covered by the provisions of this Agreement is also covered by a Schedule A Collective Bargaining Agreement, "A," the provisions of this Agreement shall prevail. It is further understood that no Contractor shall be required to sign any other agreement as a condition of performing Program Project Work. No practice, understanding or agreement between a Sub Contractor and a Local Union Union, which is not set forth in this Agreement Agreement, shall be binding on this Program Project Work unless endorsed in writing by the Construction Manager Prime Contractor. Nothing in this Agreement requires employees to join a union or pay dues or fees to a union as a condition of working on the covered project. This Agreement is not, however, intended to supersede independent requirements in applicable local union agreements as to contractors that are otherwise signatory to those agreements and as to employees of such other designee as may be designated by the Agency. It is further agreed that, where there is a conflict, the terms and conditions of this Project Labor Agreement shall supersede and override terms and conditions of any and all other national, area, or local collective bargaining agreements, except for all work performed under the NTL Articles of Agreement, the National Stack/Chimney Agreement, and the Joint National Agreement for Instrument Control Systems Technicians, with the exception of Article 2, sec.7, and Articles 7, 9 and 10 of this Project Labor Agreement, which shall apply to such employers performing covered work. Execution Copy 2015-2018.

SUPREMACY CLAUSE. ‌ This Agreement, together with the local Collective Bargaining Agreements (each a “CBA”) appended hereto as Schedule “A”, represents the complete understanding of all signatories and supersedes any national agreement, local agreement or other collective bargaining agreement CBA of any type which would otherwise apply to this Program Work, in whole or in part, except that for Program Work which falls within the jurisdiction of the Operating Engineers Locals 14 and 15. If Program Work falling within the jurisdiction of Operating Engineers Locals 14 and 15 is accepted by and performed by said locals, only then will such work be performed under the terms and conditions set out in the Schedule A “A” agreements of Operating Engineers Locals 14 and 15. The Collective Bargaining Agreements CBAs of the affiliated local unions that cover the particular type of construction work to be performed by the contractor, and as set forth in the Schedule A “A” list of Agreementsagreements, shall be deemed the Schedule A “A” Collective Bargaining Agreements 4 Execution Copy 2015-2018 (“Schedule A “A” CBA”) under this Agreement. Where association and independent Collective Bargaining Agreements CBAs for a particular type of construction work are both set forth in Schedule “A”, association members shall treat the applicable association agreement as the Schedule A “A” CBA and independent contractors shall treat the applicable independent agreement as the Schedule A “A” CBA. Subject to the foregoing, where a subject covered by the provisions of this Agreement project labor agreement is also covered by a Schedule A Collective Bargaining Agreement“A” CBA, the provisions of this Agreement project labor agreement shall prevail. It is further understood that no Contractor shall be required to sign any other agreement as a condition of performing Program Work. No practice, understanding or agreement between a Contractor and a Local Union which is not set forth in this Agreement shall be binding on this with respect to Program Work unless endorsed in writing by the Construction Manager or such other designee as may be designated by the Agency. Nothing in this Agreement requires employees to join a union or pay dues or fees to a union as a condition of working on the covered project. This Agreement is not, however, intended to supersede independent requirements in applicable local union agreements as to contractors that are otherwise signatory to those agreements and as to employees of such employers performing covered work. It is further agreed that, where there is a conflict, the terms and conditions of this Project Labor Agreement shall supersede and override terms and conditions of any and all other national, area, or local collective bargaining agreements, except for all work performed under the NTL Articles of Agreement, the National Stack/Chimney Agreement, and the Joint National Agreement for Instrument Control Systems Technicians, with the exception of Article 2, sec.7Section 7, and Articles 7, 9 9, and 10 of this Project Labor Agreement, which shall apply to such work. Execution Copy 2015-2018.

SUPREMACY CLAUSE. ‌ This Agreement, together with the local Collective Bargaining Agreements (each a “CBA”) appended hereto as Schedule “A”, represents the complete understanding of all signatories and supersedes any national agreement, local agreement or other collective bargaining agreement CBA of any type which would otherwise apply to this Program Work, in whole or in part, except that for Program Work which falls within the jurisdiction of the Operating Engineers Locals 14 and 15. If Program Work falling within the jurisdiction of Operating Engineers Locals 14 and 15 is accepted by and performed by said locals, only then will such work be performed under the terms and conditions set out in the Schedule A “A” agreements of Operating Engineers Locals 14 and 15. The Collective Bargaining Agreements CBAs of the affiliated local unions that cover the particular type of construction work to be performed by the contractor, and as set forth in the Schedule A “A” list of Agreementsagreements, shall be deemed the Schedule A “A” Collective Bargaining Agreements 4 Execution Copy 2015-2018 (“Schedule A “A” CBA”) under this Agreement. Where association and independent Collective Bargaining Agreements CBAs for a particular type of construction work are both set forth in Schedule “A”, association members shall treat the applicable association agreement as the Schedule A “A” CBA and independent contractors shall treat the applicable independent agreement as the Schedule A “A” CBA. Subject to the foregoing, where a subject covered by the provisions of this Agreement project labor agreement is also covered by a Schedule A Collective Bargaining Agreement“A” CBA, the provisions of this Agreement project labor agreement shall prevail. It is further understood that no Contractor shall be required to sign any other agreement as a condition of performing Program Work. No practice, understanding or agreement between a Contractor and a Local Union which is not set forth in this Agreement shall be binding on this with respect to Program Work unless endorsed in writing by the Construction Manager Agency or such other designee as may be designated by the Agency. It Nothing in this Agreement requires employees to join a union or pay dues or fees to a union as a condition of working on the covered project. This Agreement is further agreed thatnot, where there is a conflicthowever, the terms intended to supersede independent requirements in applicable local union agreements as to contractors that are otherwise signatory to those agreements and conditions as to employees of this Project Labor Agreement shall supersede and override terms and conditions of any and all other national, area, or local collective bargaining agreements, except for all work performed under the NTL Articles of Agreement, the National Stack/Chimney Agreement, and the Joint National Agreement for Instrument Control Systems Technicians, with the exception of Article 2, sec.7, and Articles 7, 9 and 10 of this Project Labor Agreement, which shall apply to such employers performing covered work. Execution Copy 2015-2018.

SUPREMACY CLAUSE. ‌ This Agreement, together with the local Collective Bargaining Agreements (each a “CBA”) appended hereto as Schedule “A”, represents the complete understanding of all signatories and supersedes any national agreement, local agreement or other collective bargaining agreement CBA of any type which would otherwise apply to this Program Work, in whole or in part, except that for Program Work which falls within the jurisdiction of the Operating Engineers Locals 14 and 15. If Program Work falling within the jurisdiction of Operating Engineers Locals 14 and 15 is accepted by and performed by said locals, only then will such work be performed under the terms and conditions set out in the Schedule A “A” agreements of Operating Engineers Locals 14 and 15. The Collective Bargaining Agreements CBAs of the affiliated local unions that cover the particular type of construction work to be performed by the contractor, and as set forth in the Schedule A “A” list of Agreementsagreements, shall be deemed the Schedule A “A” Collective Bargaining Agreements 4 Execution Copy 2015-2018 (“Schedule A “A” CBA”) under this Agreement. Where association and independent Collective Bargaining Agreements CBAs for a particular type of construction work are both set forth in Schedule “A”, association members shall treat the applicable association agreement as the Schedule A “A” CBA and independent contractors shall treat the applicable independent agreement as the Schedule A “A” CBA. Subject to the foregoing, where a subject covered by the provisions of this Agreement project labor agreement is also covered by a Schedule A Collective Bargaining Agreement“A” CBA, the provisions of this Agreement project labor agreement shall prevail. It is further understood that no Contractor shall be required to sign any other agreement as a condition of performing Program Work. No practice, understanding or agreement between a Contractor and a Local Union which is not set forth in this Agreement shall be binding on this with respect to Program Work unless endorsed in writing by the Construction Manager Agency or such other designee as may be designated by the Agency. It Nothing in this Agreement requires employees to join a union or pay dues or fees to a union as a condition of working on the covered project. This Agreement is further agreed thatnot, where there is a conflicthowever, the terms intended to supersede independent requirements in applicable local union agreements as to contractors that are otherwise signatory to those agreements and conditions as to employees of this Project Labor Agreement shall supersede and override terms and conditions of any and all other national, area, or local collective bargaining agreements, except for all work performed under the NTL Articles of Agreement, the National Stack/Chimney Agreement, and the Joint National Agreement for Instrument Control Systems Technicians, with the exception of Article 2, sec.7, and Articles 7, 9 and 10 of this Project Labor Agreement, which shall apply to such employers performing covered work. Execution Copy 2015-2018.

SUPREMACY CLAUSE. ‌ This Agreement, together with the local Collective Bargaining Agreements appended hereto as Schedule A, represents the complete understanding of all signatories and supersedes any national agreement, local agreement or other collective bargaining agreement of any type which would otherwise apply to this Program Work, in whole or in part, except that Program Work which falls within the jurisdiction of the Operating Engineers Locals 14 and 15 will be performed under the terms and conditions set out in the Schedule A agreements of Operating Engineers Locals 14 and 15. The Collective Bargaining Agreements of the affiliated local unions that cover the particular type of construction work to be performed by the contractor, and as set forth in the Schedule A list of Agreements, shall be deemed the Schedule A Collective Bargaining Agreements 4 Execution Copy 2015-2018 (“Schedule A CBA”) under this Agreement. Where association and independent Collective Bargaining Agreements for a particular type of construction work are both set forth in Schedule A, association members shall treat the applicable association agreement as the Schedule A CBA and independent contractors shall treat the applicable independent agreement as the Schedule A CBA. Subject to the foregoing, where a subject covered by the provisions of this Agreement is also covered by a Schedule A Collective Bargaining Agreement, the provisions of this Agreement shall prevail. It is further understood that no Contractor shall be required to sign any other agreement as a condition of performing Program Work. No practice, understanding or agreement between a Contractor and a Local Union which is not set forth in this Agreement shall be binding on this Program Work unless endorsed in writing by the Construction Manager or such other designee as may be designated by the Agency. It is further agreed that, where there is a conflict, the terms and conditions of this Project Labor Agreement shall supersede and override terms and conditions of any and all other national, area, or local collective bargaining agreements, except for all work performed under the NTL Articles of Agreement, the National Stack/Chimney Agreement, and the Joint National Agreement for Instrument Control Systems Technicians, with the exception of Article 2, sec.7, and Articles 7, 9 and 10 of this Project Labor Agreement, which shall apply to such work. Execution Copy 2015-2018.