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ALASKA LABOR RELATIONS AGENCY 3301 EAGLE STREET, SUITE 208 P.O. BOX 107026 ANCHORAGE, ALASKA 99510-7026 907-269-4895 FAX 907-269-4898 INTERNATIONAL ORGANIZATION OF ) MASTERS, MATES, & PILOTS PACIFIC ) MARITIME REGION ILA, AFL-CIO, ) ) AND ) ) DISTRICT NO. 1 MARINE ENGINEERS ) BENEFICIAL ASSOCIATION, AFL-CIO, ) ) COMPLAINANTS, ) ) vs. ) ) STATE OF ALASKA, ) ) RESPONDENT. ) ) Case Nos. 01-1081-ULP and 01-1082-ULP (consolidated). DECISION AND ORDER NO. 263 The board heard this dispute on August 6 and 7, 2002, in Juneau. Hearing Examiner Mark Torgerson presided. The Board based its decision on the evidence admitted and testimony presented during the hearing. Digest: The parol evidence rule bars consideration of the December 2, 1999, oral discussion between Respondent's employee Robert Doll and the Complainants. Alternatively, the Complainants failed to prove that their oral discussion with Doll produced a binding, enforceable agreement with the Respondent. The Complainants failed to prove that the Respondent committed an unfair labor practice by failing to bargain in good faith when Doll orally agreed -- during a break in formal negotiations -- to a procedure for unmanned layups. Page 1 Decision & Order No. 263 Appearances: Steven Ross, attorney for Complainants Masters, Mates and Pilots Pacific Maritime Region ILA, AFL-CIO (MM&P), and District No. 1 Marine Engineers Beneficial Association, AFL-CIO (MEBA) (Unions1); Greg Elliot and Art Chance, Labor Relations Analysts for the State of Alaska (State). Panel: Aaron Isaacs, Jr., Chair; and members Dick Brickley2 and Raymond Smith. DECISION Statement of the Case The International Organization of Masters, Mates and Pilots Pacific Maritime Region ILA, AFL-CIO (MM&P) and the District No. 1 Marine Engineers Beneficial Association, AFL-CIO (MEBA) filed unfair labor practice complaints against the State of Alaska (State) for failure to bargain in good faith. The Unions ask this Agency to find that the parties created a valid, enforceable, oral agreement regarding unmanned layups, and that the State committed an unfair labor practice by failing to implement the agreement. The Unions assert that state employee Robert Doll had authority to negotiate for and bind the State on this issue. The State disputes the charges. The State contends the parties did not create a valid, enforceable agreement when Doll spoke with the Unions' representatives outside the formal negotiating process. The State argues that evidence of the oral conversation between the Unions' representatives and Doll should not be admitted into the record because the conversation occurred before the parties signed the integrated, unambiguous collective bargaining agreements. The State asserts that only chief spokesperson Tyler Andrews had authority to bind the State to any agreement. The State contends that the Public Employment Relations Act (PERA) requires collective bargaining agreements to be in writing. Issues 1. Does the parol evidence rule bar consideration of evidence of the December 2, 1999, oral conversation between Robert Doll and the Unions over unmanned layups? 2. Did Doll bind the State of Alaska to an unmanned layup procedure as a result of discussions with the Unions on December 2, 1999? 1 When capitalized, "Unions" refers to the two unions or their representatives. "Three unions" refers to the two above unions and the Inlandboatmen's Union of the Pacific, or their representatives. 2 Due to a last-minute change of circumstances, Board Member Brickley attended the hearing by telephone. Page 2 Decision & Order No. 263 3. Did the State of Alaska fail to bargain in good faith by refusing to implement a procedure for unmanned layups, discussed in a December 2, 1999, meeting between Doll and the Unions? Findings of Fact The panel, by a preponderance of the evidence, finds the following facts: 1. MM&P is recognized as the exclusive bargaining representative for deck officers employed by the Alaska Marine Highway System (AMHS). 2. MEBA is recognized as the exclusive bargaining representative for the AMHS's marine engineers. 3. MM&P and MEBA and the State commenced negotiations for new collective bargaining agreements (for the 2000-2003 period) in 1999. MM&P and MEBA negotiated separately with State negotiators. 4. Prior to the start of negotiations, the parties agreed to ground rules for the negotiations. The ground rules between the State and each of the Unions provide that only the chief spokespersons can bind a party and enter into tentative agreements. The ground rules between MEBA and the State, signed October 19, 1999, list Louie Bud Jacque as chief spokesperson for MEBA, and Tyler Andrews as the State's chief spokesperson. (Exh. I). MM&P's ground rules, signed May 5, 1999, list the chief spokespersons as Steve Demeroutis for MM&P, and Andrews for the State. (Exh. D).3 5. The ground rules between MEBA and the State describe the authority of the chief spokespersons in paragraphs 5 and 6. Paragraph 5 provides: "Only written proposals presented by each chief spokesperson will be considered valid." (Exh. I at 1). Paragraph 6 provides: All tentative agreements shall be reduced to writing, initialed and dated by the chief spokesperson for each side at the meeting at which tentative agreement is reached and an initialed copy shall be provided to each bargaining team. All tentative agreements on given items are contingent upon overall agreement being reached by the parties. No tentative agreement on any item shall be considered effective or binding on either party until an overall agreement is reached and ratified by both parties, including legislative authorization as required by law. (Exh. I at 2). 3 The record also includes ground rules for negotiations between the State and the Inlandboatmen's Union of the Pacific, Alaska Region (IBU). They list Ron Gillette as the State's Chief Spokesperson, and Robert J. Provost as IBU's Chief Spokesperson. IBU is not a party to this dispute. Page 3 Decision & Order No. 263 6. In December 1999, Robert Doll was general manager of the AMHS. He was not a member of the State's negotiating team in the State's effort to reach agreement with MM&P or MEBA, but he attended negotiations and advised the team.4 7. Representatives from the State, MEBA, and MM&P met several times, including a session with the State and each union on December 2, 1999. The meetings took place in a conference room at the Department of Transportation and Public Facilities building in Juneau. 8. During a recess in the December 2 contract negotiations, the Unions, along with business manager Bob Provost of the Inlandboatmen's Union of the Pacific (IBU), met privately with Doll to convey their concern over unmanned layups. Jacque arranged the meeting and asked Doll to meet with Jacque, Demeroutis, Provost, and approximately 20 members of the three unions. The meeting was less formal than the ongoing contract negotiations. 9. Doll asked George Capacci to attend the meeting with him. Capacci, AMHS port captain at the time of the December 2 meeting, was not a member of the State's negotiating team, but he attended negotiations and answered technical questions. 10. Andrews, the State's chief spokesperson, did not attend this meeting. The Unions did not invite him to the meeting. Jacque approached Andrews and told him that the three unions wanted to talk to Doll about unmanned layups. Andrews believed the meeting would be a preliminary discussion to talk about this issue. In his mind, any agreement that came out of the discussions would require a four-way letter of agreement "to make the proposal happen." Andrews told people he would not go to the meeting anyway. He was in between bargaining sessions with the Unions, and he was busy reviewing and typing notes and retyping proposals from the day's negotiating sessions. 11. Prior to the Unions' meeting with Doll, Andrews spoke briefly with Doll. Andrews did not give Doll authority to bind the State to any agreement reached at the meeting. Andrews told Doll that Doll did not have authority to bind the State to any agreement, or to reach an agreement that would be associated with the contracts. Prior to the meeting, Andrews did not discuss Doll's negotiating authority, or lack thereof, with Jacque or Demeroutis. 12. At the time of this meeting, the State was in the process of changing the ship M/V Malaspina to unmanned layup status. The AMHS was under pressure to operate the Malaspina profitably, and management representatives at AMHS hoped that changing to the unmanned layup procedure would reduce costs. 13. The State's procedure on ship layups had changed every year since 1994. The State had previously implemented a procedure to put some ships up in unmanned layup status. 4 Doll described himself as an "interested observer" who advised the State's representative on almost every issue. Page 4 Decision & Order No. 263 14. During the December 2 meeting, the Unions expressed concern to Doll about unmanned layups. Demeroutis and Jacque had received complaints from their members for years about getting back on board ships that had been unmanned, and finding hazards such as missing tools, inoperative circuit boards, and rust. To address these complaints, the Unions wanted to have some "say-so" in the maintenance of State marine highway ships. They wanted to work out a procedure with the State to protect the ships rather than have an outside vendor work on the ships. 15. Doll asked what he could do to resolve the issue. On behalf of the three unions, Jacque proposed that the State no longer tie ships up on dock in a "dead" (unmanned) condition but instead maintain the ships in layup by employing one engineer from MEBA, one mate from MM&P, and one IBU member. 16. Capacci did not believe manning of the vessels was necessary during layup. Capacci felt that utilizing unmanned layups was a feasible way for the AMHS to save money. Capacci tried to get Doll's attention on this issue during the meeting, but he was unsuccessful. 17. Despite Capacci's concerns, Doll responded enthusiastically to the three unions' proposal. Doll felt the proposal was a concession by the three unions because he believed the collective bargaining agreements required that if the State decided to man a ship while in layup, 14 employees from the three unions were required to work on the ship. When Jacque asked Doll if they had a deal, Doll replied, "done" and banged his fist on the table. Doll did not indicate there was any legislative action, written authorization, or other action needed to complete the deal. Doll did not reveal at the meeting with the three unions' representatives that there was any problem discussing the manning issue with him instead of with Andrews; nor did Doll clarify his authority to negotiate with the three unions. Doll did not disclose that Andrews instructed him that he had no authority to bind the State on the manning issue. 18. Doll felt he had authority to bind the State on contract changes. At the end of the December 2 meeting, Doll felt he had an agreement with the Unions although he still wondered how it would happen. He felt the agreement was "very sketchy" and that the parties needed to work out more details. At the same time, Doll knew that Andrews was the only person authorized to speak in negotiations on behalf of the State. Doll realized contract negotiations would be "channeled" through Andrews. 19. The Unions did not question whether Doll had the authority or ability to craft an agreement with them, despite knowing that the negotiating ground rules tapped Andrews as the State's chief spokesperson. 20. Doll assumed the agreement to put three union members on board ships in layup would require modification of the collective bargaining agreements, since the contract language in effect for the three affected unions (MEBA, MM&P, and IBU) required that 14 union members man the boats in a manned layup. Page 5 Decision & Order No. 263 21. Capacci listened to the discussion between the three unions and Doll. He did not believe the parties had reached agreement on the manning procedure for layups. At the conclusion of the meeting, he felt the 'ball' was in the three unions' court. Capacci expressed reservations about the three unions' proposal because he felt the State needed to give the unmanned layup process a chance to work. 22. After the meeting, Doll did not give Andrews any specific information about his conversation with the Unions. Doll could not recall what he told Andrews, although he was sure he told Andrews something. Jacque spoke briefly with Andrews and summarized the meeting. Andrews told Jacque that the unions needed to put together a proposal because Andrews was too busy and did not have time to do the staff work on any proposal. Neither Doll nor the Unions' chief spokespersons raised the unmanned layup issue or the December 2, 1999, conversation during subsequent formal meetings between the negotiating teams. 23. None of the participants at the December 2, 1999, informal meeting requested that the subject of the Doll/Unions discussions be put into writing as a tentative agreement or letter of agreement prior to reaching agreement on a draft contract for the 2000 to 2003 period. 24. Jacque did not mention the December 2 Doll/Unions meeting during subsequent negotiating meetings because Jacque expected "Doll's word was good." Jacque had worked with Doll on previous issues and expected no problems related to this latest agreement. Jacque was "not at all" concerned about the oral nature of the agreement. Jacque did not think twice about it; he just thought it "would happen." Jacque felt MEBA had previously reached oral agreement with the State on other issues. 25. Doll first realized there were objections to his December 2 agreement with the three unions approximately seven weeks after the December 1999 meeting. Eight weeks after the meeting Doll left his job as AMHS manager to accept a job as the State Department of Transportation's regional director of operations in Southeast Alaska. Capacci replaced Doll as AMHS manager. 26. MM&P and the State reached tentative agreement on February 3, 2000. (Exh. N). MEBA and the State reached a tentative agreement on February 17, 2000. (Exhs. O & P). 27. On March 30, 2000, the State sent MM&P a draft copy of the collective bargaining agreement for the July 1, 2000, to June 30, 2003, period. (Exh. R).5 The State asked MM&P to proof the draft. Rule 16.03 of the draft provides: "When a vessel is in maintenance/layup status, the Employer shall determine crew requirements. However, during all times a vessel is in layup or in a shipyard, the Master shall be the first crew member assigned and the last crew member removed." 5 On March 30, 2000, the State also sent IBU a draft collective bargaining agreement reached between IBU and the State for the 2000 - 2003 period. (Exh. S). Page 6 Decision & Order No. 263 28. Jacque became concerned about the status of the unmanned layup agreement in March or April 2000, as MEBA wrapped up contract negotiations for the 2000-2003 period. Jacque's concern stemmed from phone calls from some of his engineers informing him that the State was still putting up ships alongside the dock in unmanned status. Jacque had told his members that, pursuant to the December 2 agreement, at least one engineer would be left on board ships in layup, for safety purposes. 29. On May 2, 2000, MEBA sent the State a proposed Letter of Agreement that reflected what MEBA felt the three unions and the State agreed to at the December 2, 1999, meeting. (Exh. 3). MEBA's Seattle office sent the proposal to the State. John McCurdy, Branch Agent for MEBA, signed the Letter of Agreement. The proposal provides: It is agreed and understood . . . that the following terms and conditions . . . are in addition to the provisions of Rule 16.08 of the collective bargaining agreement. In reference to the agreement reached between AMHS System General Manager Bob Doll and the three AMHS Unions (MEBA, MM&P and IBU) held Dec. 3, 1999, the following language is to be inserted. 16.08D. The minimum manning for any AMHS Vessel in layup status, Federal Project, or any other non-service status shall be one (1) Engineer, Permanent Vessel Chief. Engineers shall be given first priority in filling these positions. It is also understood that this language will be inserted into the master agreement at the next contract opening, and this letter of agreement is eliminated from file. (Exh. 3). 30. MEBA's May 2, 2000, proposed letter of agreement was the first written proposal that the Unions submitted to the State after the December 2, 1999, meeting with Doll. Neither the Unions nor Doll had previously provided State negotiators with any details of the proposal. 31. On May 8, 2000, the State sent MEBA a draft collective bargaining agreement for the July 1, 2000, to June 30, 2003, period. The State asked MEBA to review the agreement. (Exh. T). Rule 16.08(A) provides: "The minimum manning levels of licensed engineers assigned to a vessel in maintenance status, when licensed engineers are assigned to the vessel for repair work, shall be no less than as follows . . . ." Rule 16.08 goes on to provide that the M/V Columbia's manning level would be 1 Chief Engineer, 2 First Assistant Engineers, and 2 Second Assistant Engineers. The M/V Le Conte would have 1 Chief Engineer, 1 First Assistant Engineer, and 2 Second Assistant Engineers. (Id. at 14). Page 7 Decision & Order No. 263 32. The contract provisions for determining the manning of ships in layup did not change in the 2000 - 2003 collective bargaining agreements from the prior agreements between the Unions and the State. 33. The State utilized unmanned layups in 1998 and 1999, prior to the December 2, 1999, meeting between Doll and the Unions. 34. On May 19, 2000, the State sent MM&P another draft collective bargaining agreement for MM&P's review. The agreement was sent by computer diskette. (Exh. U). 35. Neither Andrews nor Doll had direct authority to sign letters of agreement on behalf of the State. Only the Commissioner of Administration or the Commissioner's designee was authorized to sign and bind the State to these letters. Andrews was authorized to discuss proposals with the Unions. He would work out a proposal as a tentative agreement, analyze its financial impact on the State and the Unions, and email his analysis to the "next level up" for review. 36. Jacque was not concerned initially that the State did not respond immediately to MEBA's written manning proposal because negotiations with the State are often slow and drawn out. 37. Representatives from the State reviewed but never signed MEBA's May 2, 2000, proposed Letter of Agreement. 38. Andrews reviewed the proposed Letter of Agreement on unmanned layups and informed representatives of the Unions that the proposal was unacceptable. 39. There was no further attempt by the Unions to discuss the December 1999 unmanned layup agreement with the State prior to signing the new collective bargaining agreements. 40. On September 13, 2000, the State sent MM&P a final master collective bargaining agreement that included minor changes proposed by MM&P. (Exh. Y). None of the changes addressed manning procedures while vessels were in layup status. 41. On September 13, 2000, the State sent MEBA a master version of the collective bargaining agreement reached by the parties. (Exh. Z). The State noted it made some changes that reflected the February 17, 2000, tentative agreement reached by the parties. None of the changes addressed manning procedures while vessels were in layup status. 42. On September 20, 2000, MEBA sent the State minor language corrections to two sections. (Exh. AA). Neither section dealt with manning levels in layup status. The last paragraph of the September 20 letter provides: "Incorporation of the above Page 8 Decision & Order No. 263 language properly reflects the agreement reached between the parties. These contract corrections will not change the State's financial obligation to the MEBA." 43. On October 5, 2000, the State sent MM&P the master collective bargaining agreement, with an original signature page. The State notified MM&P that the State would place the agreement onto the State's website within a week. (Exh. BB). 44. On October 17, 2000, the State sent MEBA a copy of the parties' master collective bargaining agreement for the 2000 to 2003 period. The agreement included a Letter of Agreement the State and MEBA reached regarding MEBA's corrections proposed on September 20, 2000. (Exh. AA). MEBA signed the master agreement on July 1, 2000, and the Letter of Agreement on October 11, 2000. (Jt. Exh. I). 45. The MM&P/State agreement for the period July 1, 2000, to June 30, 2003, provides for an integration clause in Rule 1.02: The parties acknowledge that during the negotiations which resulted in this Agreement, each had the unlimited right and opportunity to make demands and proposals with respect to any subject or matter not removed by law from the areas of collective bargaining, and that this Agreement is the entire Agreement and includes all collective negotiations during its term. It is mutually understood that there is no desire on the part of the Union to dictate the business policies of the Employer but when the Employer contemplates a change in policy affecting the welfare of the Deck Officer, proper and reasonable notice shall be given to the Union. (Jt. Exh. II at 1). 46. Rule 1 of the MEBA/State agreement is titled "Scope." Rule 1.01 provides that "[t]he Rules contained herein constitute an Agreement, as amended, between the State . . . and . . . MEBA . . . governing wages, hours and conditions of employment . . . ." (Jt. Exh. I at 1). 47. Rule 1.02 of the MEBA/State agreement provides: Unique operational requirements pertaining to some of these vessels are addressed by Supplemental Agreement(s) amending this basic Agreement. The parties acknowledge that during the negotiations which resulted in this Agreement, each had the unlimited right and opportunity to make demands and proposals with respect to any subject or matter not removed by law from the area of collective negotiations during its term except those that specifically arise through Rule 35. (Id.) Page 9 Decision & Order No. 263 48. Rule 1.03 of the MEBA/State agreement provides in pertinent part: Any additions, deletions or changes which are negotiated during the life of this Agreement shall be in the form of an amendment or addendum and shall become part of this Agreement. No agreement altering this contract can be entered into without the participation of a duly elected negotiating team from the membership of the Alaska Marine Highway System. . . Interpretation or clarification of provisions of the Agreement shall be set forth in memorandums of understanding. (Id.) 49. Rule 1.04 of the MEBA/State agreement provides: It is mutually understood that there is no desire on the part of the Union to dictate the business policies of the Employer, but when the employer contemplates a change in policy affecting the welfare of the Engineer Officer, proper and reasonable notice shall be given to the Union. Should a dispute arise, it shall be settled in accordance with Rule 14.01. (Id.) 50. MEBA and MM&P filed unfair labor practice complaints against the State after a second winter went by and AMHS again put up some ships in unmanned layup. The Agency consolidated the complaints. The Unions allege that the State refused to honor the oral agreement Doll reached with the Unions over the manning of ships in layup status. They ask the Agency to enforce the agreement. The State denies the charge. ARGUMENTS The Unions contend this is a very simple case about an agreement they reached with the State on December 2, 1999. They assert that, although not perfect, the agreement they reached with Doll was valid and enforceable. The Unions argue that there was no evidence that the parties needed to do follow-up work before they reached an agreement. As far as the Unions were concerned, they reached agreement with the State on unmanned layups at the December 2, 1999, meeting with Doll. The Unions contend that this meeting was separate from the ongoing collective bargaining negotiations they conducted with the State. Consequently, they urge us to find that the agreement they reached with Doll was separate from agreements reached during collective bargaining negotiations. The State argues, among other things, that the collective bargaining agreements it reached with the Unions were integrated. As such, it contends, the parol evidence rule applies to bar admission of the Unions' December 2, 1999, conversation with Doll. Further, the State asserts that Doll did not have authority to bind the State to an Page 10 Decision & Order No. 263 agreement with the three unions during a discussion away from negotiations on December 2, 1999. ANALYSIS 1. Does the parol evidence rule bar consideration of evidence of the December 2, 1999, oral conversation between Robert Doll and the Unions over unmanned layups? This Agency has not applied the parol evidence rule to a dispute.6 But the Alaska Supreme Court has held: "The parol evidence rule states that an integrated written contract may not be varied or contradicted by prior negotiations or agreements. Before the rule can be applied, three things must be determined: (1) whether the contract is integrated, (2) what the contract means, and (3) whether the prior agreement conflicts with the integrated agreement." Philbin v. Matanuska-Susitna Borough, 991 P.2d 1263, 1270 (Alaska 1999). The court in Alaska Diversified emphasized that the parol evidence rule is not easy to apply: There is an obvious tension between using extrinsic evidence of a prior agreement for the purpose of determining the meaning of an integrated contract, and barring the use of a prior agreement to change an integrated contract once its meaning is determined. The evidence which is consulted to determine meaning may be the same evidence which is later excluded, or rendered irrelevant, by the parol evidence rule. However, this apparent conflict is made manageable in most cases by various practical rules. For example, while extrinsic evidence should be consulted in determining the meaning of a written contract, nonetheless "after the transaction has been shown in all its length and breadth, the words of an integrated agreement remain the most important evidence of intention." Restatement (Second) of Contracts § 212 comment b. Id. Under the analysis in Philbin, we must first determine whether the contracts are integrated. A contract is integrated if it constitutes a final expression of one or more of the terms of the parties' agreement. Kal Kan Foods, Inc., 288 NLRB 590, 593, 130 L.R.R.M. (BNA) (April 22, 1988). Citing to the Restatement 2d, Contracts, the court added: "Clearly no particular form is required for an agreement to be found integrated." Id. In other words, an integration clause is not required to find that a contract is integrated. See Airline Pilots Association, International v. Midwest Express Airlines, 6 One of our predecessor agencies did issue a decision that applied the rule. See Alaska Public Employees Association vs. State of Alaska, Order and Decision No. 101, (December 1, 1986). The Board in D&O 101 found a "Letter Agreement" unambiguous and precluded evidence of the parties' understandings regarding that agreement. Page 11 Decision & Order No. 263 Inc., 279 F.3d 553, 558, 169 L.R.R.M. (BNA) 2412 (2002) (the existence of an integration clause is just one way of showing that a contract is integrated). The Alaska Supreme Court discussed the absence of an integration clause in Alaska Diversified Contractors, Inc. v. Lower Kuskokwin School District, 778 P.2d 581 (Alaska 1989). Alaska Diversified argued that the parties' contract lacked integration because it did not contain an integration clause. But the court held that an "'Instructions to Bidders' form supplied to ADF contains a clause which is functionally equivalent to an integration clause." Id. at 585. The MM&P collective bargaining agreement provides in Rule 1.02: The parties acknowledge that during the negotiations which resulted in this Agreement, each had the unlimited right and opportunity to make demands and proposals with respect to any subject or matter not removed by law from the area of collective bargaining, and that this Agreement is the entire Agreement and includes all collective negotiations during its term. It is mutually understood that there is no desire on the part of the Union to dictate the business policies of the Employer but when the Employer contemplates a change in policy affecting the welfare of the Deck Officer, proper and reasonable notice shall be given to the Union. We find this is an integration clause that shows MM&P and the State intended their contract to be integrated. Further, we find Rules 1.02, 1.03, and 1.04 of the MEBA contract (findings of fact 48 – 50) are the functional equivalent of an integration clause.7 Other evidence in the record also supports a finding of integration: The parties exchanged documents after reaching a tentative agreement. They reviewed a draft of the proposed collective bargaining agreement to assure it reflected the agreements reached during bargaining. They found mistakes and agreed to correct them. Ultimately, they signed the agreements and put them into effect. Therefore, we conclude that both parties' contracts are integrated.8 The next step under Philbin is to determine what the contract means with regard to procedures for manning during layup.9 "In interpreting a contract, the court's duty is to ascertain and give effect to the reasonable intentions of the contracting parties." Western Pioneer, Inc. v. Harbor Enterprises, Inc., 818 P.2d 654, 656 (Alaska 1991), citing 7 In Alaska Diversified Contractors, Inc. v. Lower Kuskokwim School District, (Alaska 1989), the court provided an example of an integration clause: "No representations, warranties, promises, guarantees or agreements, oral or written, expressed or implied, have been made by either party hereto with respect to this lease . . .except as expressly provided herein." Id. at 586 n.6. 8 We also note that the Unions did not dispute that the contracts lacked integration. 9 It is well settled that the [National Labor Relations] Board has the authority to interpret the terms of a collective-bargaining agreement to determine whether an unfair labor practice has been committed. NLRB v. C&C Plywood Corp., 385 U.S. 421, 428 (1967). "Relevant decisions of the National Labor Relations Board and federal courts will be given great weight in the decisions and orders made under this chapter and AS 23.40.070 -- 23.40.260 and AS 42.40.720 -- 42.40.890." 8 AAC 97.450(c). Page 12 Decision & Order No. 263 Fairbanks North Star Borough v. Tundra Tours, Inc., 719 P.2d 1020, 1024 (Alaska 1986); Norton v. Herron, 677 P.2d 877, 879-80 (Alaska 1984). "Extrinsic evidence may always be received on the question of meaning. Alyeska Pipeline Serv. Co. v. O'Kelley, 645 P.2d 767, 771 n. 1 (Alaska 1982). Once the meaning of the written contract is determined, however, the parol evidence rule precludes the enforcement of prior inconsistent agreements." Alaska Diversified Contractors, Inc. v. Lower Kuskokwim School District, 778 P.2d 581, 584 (Alaska 1989). We first review MM&P's contract with the State. Rule 16.03 gives the State discretion to determine crew requirements when ships are in maintenance/layup status. We interpret this provision to mean that the State could choose to man or not man ships in layup. Thus, MM&P's contract provides the State with exclusive decision-making authority on whether or not to man ships in layup. MEBA's contract is not as clear as the above provision in the MM&P contract. Rule 16.08(A) of MEBA's contract provides that "minimum manning levels of licensed engineers assigned to a vessel in maintenance status, when licensed engineers are assigned to the vessel for repair work, shall be no less than as follows . . . ."10 (emphasis added). Nonetheless, we find this rule grants the State discretion to decide whether or not to man vessels with engineers when the vessels are in maintenance or layup status. The State decided to put ships in unmanned layup in 1998, 1999, and 2000. There is no evidence that the Unions questioned the State's discretion to make these decisions. The only protest came after the Unions felt the State backed out of an agreement allegedly reached with the State on December 2, 1999. In any event, we conclude that both the MM&P and MEBA contracts give the State discretion to determine manning levels in layup status. The third question to address under Philbin is whether the prior (December 2, 1999) oral agreement conflicts with the written, integrated contracts. We conclude that the answer is 'yes' to both contracts. Even assuming that Doll had authority to negotiate an agreement over manning of ships in layup, and assuming the oral agreement is legally enforceable and binds the State, the December 1999 oral agreement is inconsistent with the integrated collective bargaining agreements reached between the State and MM&P and MEBA and signed into effect in 2000. "Inconsistency is defined as 'the absence of reasonable harmony in terms of the language and respective obligations of the parties.'" Western Pioneer, Inc. v. Harbor Enterprises, Inc., 818 P.2d 654, 657 n.4 (Alaska 1991). There is no harmony when we compare the respective obligations of the parties under the integrated contracts with the obligations proposed in the oral agreement. The oral agreement would strip the State of its manning discretion provided for in the contracts because the agreement would require the State to man ships in layup with one employee each from MM&P, MEBA, and IBU. Since this oral agreement conflicts with the integrated contracts in this regard, evidence 10 See finding of fact number 31. Page 13 Decision & Order No. 263 of the oral agreement will not be considered in determining whether the Unions and the State crafted a binding, legally enforceable agreement during discussions between Robert Doll and the Unions on December 2, 1999. 2. Did Bob Doll bind the State of Alaska to an unmanned layup procedure as a result of discussions with the unions on December 2, 1999? We have determined that the parol evidence rule bars consideration of evidence of the December 2, 1999, meeting between Doll and the Unions. But even if we consider the evidence of that meeting, we conclude that Doll had no authority negotiate with the Unions and bind the State to an unmanned layup procedure. In order to find that the parties struck an enforceable agreement, we would need to find, among other things, that Doll had authority to bind the State to the agreement. Specifically, did the State delegate to Doll the authority to negotiate with the Unions and bind the State to an oral agreement with the Unions? The answer depends on whether the State empowered Doll with either actual or apparent authority. The Alaska Supreme Court defined actual authority in Bruton v. Automatic Welding & Supply Corp., 513 P.2d 1122, 1126-28 (Alaska 1973). The court there defined actual authority as "written or spoken words or other conduct of the principal which, reasonably interpreted, causes the agent to believe that principal desires him so to act on the principal's account." Id. at 1125 (quoting Restatement (Second) of Agency § 26 (1958)). Under the evidence in the record, we find no words or conduct of the State, as principal, that Doll could reasonably interpret to give him authority to act on behalf of the State. To the contrary, the evidence shows that the State's chief spokesperson, Andrews, specifically told Doll he did not have authority to bind the State to any agreement with the Unions. Doll felt he had authority, but the source of this authority is unknown. Why Doll felt he had authority to make a deal, given this evidence, is puzzling. Nor do we find that Doll had apparent authority to bind the State. "Apparent authority to do an act is created as to third persons by written or spoken words or any other conduct of the principal which, reasonably interpreted, causes the third person to believe that the principal consents to have the act done on his behalf by the person purporting to act for him." Sea Lion Corp. v. Air Logistics of Alaska, Inc., 787 P.2d 109, 119 n.3 (Alaska 1990); City of Delta Junction v. Mack Trucks, Inc., 670 PO.2d 1128, 1130 (Alaska 1983) (quoting Restatement (Second) of Agency § 27 at 103 (1958). See also Jackson v. Power, 743 P.2d 1376, 1381 (Alaska 1987). In other words, apparent authority is a representation by the principal to the third party that the principal consents to have the agent act on the principal's behalf. See Bruton, 513 P.2d 1122, 1125. The National Labor Relations Board has adopted the following clear and simple rule regarding creation of apparent authority on the part of a labor negotiator. It has held that "when an agent is appointed to negotiate a collective-bargaining agreement that Page 14 Decision & Order No. 263 agent is deemed to have apparent authority to bind his principal in the absence of clear notice to the contrary." University of Bridgeport, 229 NLRB 1074, 95 LRRM 1389, 1390 (1977). See also Aptos Seascape Corporation, 194 NLRB 540, 79 LRRM 1110 (1971), Medical Towers Limited, 289 NLRB 942 (No. 123) 129 LRRM 1169 (1987), enf. granted without opinion, Medical Towers Ltd. v. N.L.R.B., 862 F.2d 309 (3d Cir. 1988). The purpose of this rule is to reduce opportunities for ambiguity and confusion. Metco Products, Inc. v. National Labor Relations Board, 884 F.2d 156, 159-60 (1989). The Restatement (Second) of Agency defines apparent authority as "the power to affect the legal relations of another person by transactions with third persons, professedly as agent for the other." Restatement (Second) of Agency §8 (1958). If Doll possessed apparent authority to bind the State, the State could be legally bound by the oral agreement, assuming the oral agreement was enforceable. But Doll must first have authority to bind the State. The Restatement provides: Apparent authority to do an act is created as to a third person by written or spoken words or any other conduct of the principal which, reasonably interpreted, causes the third person to believe that the principal consents to have the act done on his behalf by the person purporting to act for him. Restatement (Second) of Agency §27 (1958). "In other words, an agent is imbued with apparent authority to bind his or her principal if a third person could reasonably interpret acts or omissions of the principal as indicating that the agent has authority to act on behalf of the principal." Metco Products, Inc., v. National Labor Relations Board, 884 F.2d 156, 159 (1989). "The NLRB has long held that 'when an agent is appointed to negotiate a collective-bargaining agreement that agent is deemed to have apparent authority to bind his principal in the absence of clear notice to the contrary." Id. (citations omitted). "The laudable purpose of this rule is to lessen the opportunities for ambiguity and confusion by requiring a party who chooses to negotiate through an agent to disclose any limitations on the agent's authority." Id. at 159-60. In this case, the State did not appoint Doll to negotiate an agreement with the Unions. The State delegated negotiating authority to its chief spokesperson, Andrews. The State never appointed Doll to conduct negotiations. By his own admission, Doll was merely a technical advisor to the State. Although Andrews did consent to have Doll talk to the Unions, neither Andrews nor any other State person with authority empowered Doll to negotiate a binding agreement. To the contrary, Andrews told Doll before the meeting that Doll did not have authority to bind the State. The State helped to foster an environment that could appear to the Unions that Doll had some sort of authority to negotiate. The meeting between Doll and the Unions occurred during a break in negotiations, in the same State building where the parties were Page 15 Decision & Order No. 263 meeting for negotiations. The State failed to tell the Unions, prior to the meeting, that Doll had no authority to negotiate for the State. If the State had done so, the confusion over Doll's authority could have been avoided. On the other hand, the State was not required to tell the Unions Doll had no authority. The parties had already agreed on ground rules, and on spokespersons with authority to bind the parties. The confusion over Doll's status resulted in part because Doll had met with each of the unions in the past to discuss issues. Jacque testified that in some of these prior meetings, Doll formed agreements with MEBA on some issues. Doll's meeting over unmanned layups could have give the Unions the impression that Doll was authorized to craft another side agreement, as he had done in the past. However, there is no specific evidence in the record that Doll's prior agreements with the Unions changed the substance of the parties' collective bargaining agreements. The December 2, 1999, agreement between Doll and the Unions was a substantive change that would have required contract modification. The State's failure to clarify Doll's authority prior to the meeting does not bind the State to Doll's agreement with the Unions. The State is not required to notify the Unions (the third party in this case) about Doll's status. The State never manifested to Doll that Doll could act on the State's account. Doll was a technical advisor to the State in its negotiations with the unions, but there is no evidence he was expressly delegated to negotiate with the Unions. Therefore, no agency relationship was ever created. Further, Andrews did tell Bud Jacque after the meeting that Doll had no authority to cut a deal, and Andrews requested of Jacque that the Unions put together a written proposal for the State's review. This testimony fits with the parties' ground rules that require proposals to be in writing and to be presented to the chief spokespersons. Based on this analysis, we conclude that Doll did not have actual or apparent authority to negotiate with the Unions on the State's behalf, regarding unmanned layups. Therefore, Doll could not bind the State to an unmanned layup procedure with the Unions. This is so even if the parol evidence rule did not bar use of the evidence about the oral discussions between Doll and the Unions. Doll had no authority, delegated or otherwise, to bind the State to the oral terms discussed with the Unions in December 1999. Unlike Andrews and the other State employees in the chain of delegation, the State never delegated negotiating authority to Doll. Instead, he took it upon himself to cut a deal with the Unions and did not communicate the deal to Andrews. Doll never told either the Unions or Andrews that he believed the oral agreement must be reduced to writing. Without authority to bind the State, Doll could not reach a deal for an enforceable agreement. We view the 'agreement' Doll reached with the Unions as nothing more than a proposal to modify the contractual provisions on manning procedures for ships in layup. The parties dispute whether all negotiated agreements, including the underlying collective bargaining agreement, must be reduced to writing. Clearly, the master agreement must be in writing. AS 23.40.210 requires it. The next question is whether Page 16 Decision & Order No. 263 so-called "side agreements" or "letters of understanding" are considered a "collective bargaining agreement" under section 210, or connected so closely to the collective bargaining agreement that they must be in writing to be enforceable. Based on the writing requirement in AS 23.40.210, we believe that agreements between the parties that occur during the term of the contract should be in writing, unless the parties clearly agree in the contract that they may orally agree on issues. This supports the statutory writing requirement while giving the parties the opportunity to waive this right during the bargaining process, if they find that doing so develops their mutual interest and promotes industrial peace through more harmonious and cooperative relations.11 The State confused Doll's negotiating authority by allowing him to meet with the Unions during a break in formal negotiations, and by failing to inform the Unions that Doll could discuss the manning issue but had no authority to obligate the State to an enforceable agreement. Doll added to the confusion by acting as though he had authority, despite a total absence of delegation, and despite Andrews' telling him he had no authority. The State clearly had delegated authority in a hierarchial pattern from the Governor to Andrews. But that delegation stopped with Andrews. Why Doll thought he had authority to negotiate and bind the State on unmanned layups is unknown. Without more, it might be possible for the Unions to reasonably conclude that Doll had been delegated authority. It is understandable, on the one hand, why the Unions felt as if they had consummated a deal -- through Doll -- with the State. On the other hand, several facts support a conclusion that Doll did not have authority, and it would be unreasonable for the Unions to infer that Doll could bind the State on the manning issue. First, the written ground rules clearly provide that bargaining must be conducted at the bargaining table, and between the parties' chosen representatives, the chief spokespersons. Contrary to those rules, the Unions met Doll, not the State's chief spokesperson Andrews, to discuss the manning issue. Andrews was not even invited to this meeting. Moreover, Doll and the Unions met away from the bargaining table. This meeting also included several union members who were not part of the bargaining team. Second, the ground rules provide that only written proposals presented by each chief spokesperson would be considered valid. Not only was the State's chief spokesperson absent from the December 2 manning meeting, but the Unions' proposal was oral instead of written. Finally, Andrews told Jacque after the Unions' meeting with Doll that Jacque needed to get a proposal to Andrews. Andrews said he was too busy to write the proposal, so Jacque would need to do it. Andrews told Jacque that the State needed to know if the proposal would be a three-way or four-way deal. Andrews testified that the State needed to make sure all three of the marine unions participated in any deal because 11 See AS 23.40.070. Written agreements provide more trustworthiness than oral agreements. Both parties have the opportunity to review and amend a written document, but may dispute an oral agreement more often due to fading memories and varying recollections. Page 17 Decision & Order No. 263 a manning-at-layup issue would affect employment of the members at all three unions. He said the three unions' relationship with the State was "interlocking" in nature. Nonetheless, the Unions never submitted a three or four-way written proposal during bargaining. The Inlandboatmen's Union (IBU), one of the three unions at the December 2 meeting, reached agreement with the State prior to that December meeting. The IBU never contacted the State about this issue after the December meeting. MM&P and MEBA reached tentative agreement with the State prior to submission of a written proposal by MEBA. But even when submitted, MEBA's proposal focused on manning at layup for its bargaining unit only. The proposal did not mention the MM&P and IBU bargaining units. At least partly for that reason, the State rejected the written proposal. We reiterate that there is no evidence in the record that the State authorized Doll to bind it to an agreement on the manning of ships in layup, or explicitly or implicitly led the Unions to believe that Doll had binding authority. The evidence supports the opposite. Andrews told Doll that Doll did not have authority to make a deal. The fact that Doll banged his fist on the table and said 'done' gave the Unions a mistaken impression that Doll had some type of authority. Doll's gesture created confusion because he could not bind the State. Even if we did conclude that Doll made some sort of agreement with the Unions, that agreement was not enforceable against the State. Only the chief spokesperson could agree to an enforceable manning procedure. Even Doll felt that the parties needed to work out more details, including modification of the layup articles in the collective bargaining agreements, before the oral agreement was finalized. Doll did not relay his feeling to either the Unions or Andrews. Thus, there was no work done on contract modification, and none of the chief spokespersons was aware that they needed to do any work. Andrews was completely unaware that Doll reached some kind of agreement with the unions because Doll failed to tell him, and the unions never raised the issue during subsequent negotiations.12 The Unions knew Andrews had to approve agreements, and these agreements had to be put into writing. However, they never attempted, during negotiations, to get the Doll agreement put into writing, nor did the Unions request that the parties put the Doll agreement into their contracts. Neither Andrews nor any other authorized person ratified Doll's agreement with the Unions. Clearly, this proposal would have changed the State's discretion to determine manning procedures while ships are in layup. For this reason, the collective bargaining agreement would need modification. But neither union sought to include this manning 12 It's surprising that neither Doll nor the union representatives present at the meetings followed through during the subsequent discussions for a contract. The only conclusion we can draw is Doll left the Unions with a firm impression that he had authority to make a deal, and the deal was done. But Doll's subsequent behavior and communications to Andrews show no such authority or suggestion that he had cut a deal. In fact, he did not tell Andrews the details of what had occurred. Page 18 Decision & Order No. 263 proposal in the collective bargaining agreement. When Andrews caught wind of the proposal, he nixed the idea. The Unions proceeded to sign new collective bargaining agreements that did not include the proposed change. 3. Did the State of Alaska fail to bargain in good faith by refusing to implement a procedure for unmanned layups, outlined in a December 2, 1999, discussion between Doll and the unions? The Unions contend that the State failed to bargain in good faith because the State orally agreed to a procedure for the manning of ships while in layup and then refused to implement the agreement. However, the agreement between Doll and the three unions was made outside of the negotiation process, and we have determined already that the parol evidence rule bars consideration of evidence about the discussions that led to oral agreement between Doll and the Unions. Absent evidence of those discussions, we found no other evidence supporting a conclusion that the parties reached a separate oral or written agreement regarding manning of ships in layup, other than the one that is in the Unions' collective bargaining agreements with the State. We have determined that the parol evidence rule bars consideration of the Doll/Unions discussion on December 2, 1999, and we find no other evidence to support the claim that the State bargained in bad faith. We conclude that the Unions failed to prove by a preponderance of evidence that the State violated the duty to bargain in good faith by refusing to implement a procedure for unmanned layups resulting from a December 2, 1999, meeting with Doll, a meeting that bypassed the negotiating process. The duty to bargain in good faith is addressed in AS 23.40.110(a)(5), which provides: "A public employer or an agent of a public employer may not refuse to bargain collectively in good faith with an organization which is the exclusive representative of employees in an appropriate unit, including but not limited to the discussing of grievances with the exclusive representative." In Fairbanks Fire Fighters Ass'n, Local 1324, IAFF, vs. City of Fairbanks, Decision and Order No. 256, at 9-10 (October 17, 2001), we analyzed good faith: Good faith has been described as "an open mind and a sincere desire to reach an agreement" and "a sincere effort . . . to reach a common ground." I Patrick Hardin, The Developing Labor Law, at 608 (3d ed. 1992), quoting NLRB v. Montgomery Ward & Co., 133 F.2d 676, 12 L.R.R.M. (BNA) 508 (9th Cir. 1943), and General Elec. Co., 150 NLRB 192, 194, 57 L.R.R.M. (BNA) 1491 (1964), enforced 418 F.2d 736, 72 L.R.R.M. (BNA) 2530 (2d Cir. 1969), cert. denied, 397 U.S. 965, 73 L.R.R.M. (BNA) 2600 (1970). In Hotel Roanoke, 293 NLRB 182, 184 (1989), the Board stated: "In determining whether a party has bargained in bad faith, the Board looks to the totality of the circumstances in which the bargaining took place. Port Plastics, 279 NLRB 362, 282 (1986); Atlanta Hilton & Tower, 271 NLRB 1600, 1603 (1984). The Board looks not only at the parties' Page 19 Decision & Order No. 263 behavior at the bargaining table, but also to conduct away from the table that may affect the negotiations. Port Plastics, 279 NLRB at 382." Under the totality of the conduct, we cannot conclude that the State violated the duty to bargain in good faith. The Unions and the State negotiated in good faith and reached a contract that did not contain the provision the three unions had discussed with Doll about manning during layup. The Unions approved the contract even though it did not contain the terms that they had agreed to informally with Doll. Even if we were to consider the evidence of the December 2, 1999, meeting between Doll and the Unions, we still cannot conclude that the Unions proved that the State violated the duty to bargain in good faith. We have determined that Doll did not have actual or apparent authority to bind the State to a manning procedure. Neither did he have authority to advance binding contract proposals on behalf of the State. Doll agreed to the three unions' proposal for manning during layup, even though Andrews had advised Doll that Doll did not have negotiating authority. Although an employer can violate "Section 8(a)(5) [of the National Labor Relations Act] when it sends representatives to the bargaining table who have no authority to enter into a contract or to advance binding contract proposals," this is not the factual situation that occurred in these cases. I Patrick Hardin and John E. Higgins, Jr. The Developing Labor Law, 836-37 (4th Ed. 2001) (footnote citations omitted). The Unions were aware that the ground rules required the parties to submit proposals in writing and through the chief spokesperson to be valid. However, the Unions did not make the manning proposal in writing through the chief spokesperson, and they agreed to a three-year contract that did not contain the terms they were seeking in the meeting with Doll. In order to bind the State, Doll would have been required to have the appropriate authority and then relay the proposed change in manning to Andrews, the State's chief spokesperson. Andrews would be required to get the appropriate approval to implement such a change. The change would then need to be put into writing -- either into the body of the master collective bargaining agreement or as a supplemental agreement such as a letter of understanding -- in order to become effective.13 Because those persons with authority to negotiate and bind the State never approved the proposed manning procedure, it never became binding upon the State. If the State had delegated authority to Doll to negotiate for and bind the State to an agreement, the State would have committed an unfair labor practice if it then refused to honor the agreement. Under the NLRB, "[i]t is well settled that the employer's refusal to incorporate an oral agreement in a written contract constitutes the unfair labor practice of refusal to bargain in violation of Section 8(a)(5)." Amalgamated Clothing Workers of America, AFL-CIO v. National Labor Relations Board, 324 F.2d 228, 230(1963), citing H.J. Heinz Co. v. N.L.R.B., 311 U.S. 514, 61 S.Ct. 320, 85 L.Ed. 1394 (1941). However, Doll did not have authority to negotiate for or bind the State to an agreement because the 13 Because Doll did not have authority to bind the State to the oral agreement, we do not need to decide today if all oral side agreements are prohibited under the writing requirement in AS 23.40.210. Page 20 Decision & Order No. 263 State did not delegate authority to him. We conclude that the State and the Unions did not create a legally enforceable agreement on manning procedures for layups, during the December 2, 1999, meeting between Doll and the three unions. The Unions also contend that the oral agreement should be considered a separate agreement from the parties' collective bargaining agreement. But as analyzed above, the oral discussions addressed the manning of ships during layup. The Unions' collective bargaining agreements grant the State discretion to determine manning levels. To change this contractual discretion would require a substantive change to the agreements. Under the writing requirement of AS 23.40.210, we believe any substantive amendment to a collective bargaining agreement, like the underlying master agreement, must be in writing. The writing requirement will prevent oral agreements --secret or not, clarify any oral agreements reached, and create a written record that preserves the end result of negotiations over contract amendments. To amend that procedure in the agreement would require written approval by the negotiators for each party. The only statement Doll made to Andrews regarding the December conversation was that more work needed to be done on the subject. Nonetheless, the State did not follow up on the issue. Andrews told Jacque that Andrews did not have time to put together a proposal, and he requested that the Unions do so. The Unions, thinking the parties had a deal, likewise did not pursue the issue further until May 2000, when MEBA submitted a proposed Letter of Understanding. The Unions never explained why they did not object to the 2000-2003 written contracts that failed to include the unmanned layup procedure allegedly agreed to on December 2, 1999. To now allow the Unions to include what they clearly excluded in signing the collective bargaining agreements would damage the collective bargaining process: a party could agree in writing to whatever it thinks is necessary to obtain an agreement, then later claim it did not intend to be bound by a provision or try to nullify or change the terms of the written agreement. We cannot support such a process. Nor did the Unions ever explain why they felt Doll had authority to cut a deal on the unmanned layups when they had signed ground rules clearly designating Tyler Andrews as the State's chief spokesperson, with authority to sign off on tentative agreements with the Unions. If we found the parties reached agreement based on the conversations between the three unions and Doll, outside the formal negotiating process, and without a written agreement, we would set up the negotiating process for a situation in which non- negotiating entities could strike agreements that would bind one party or the other without their designated spokespersons' permission or authorization. We need not describe the obvious results of such a policy. Since there was no binding oral agreement to implement, the State did not fail to implement, and the State did not commit an unfair labor practice. Under the totality of circumstances standard, we cannot find that the State violated its duty to bargain in good Page 21 Decision & Order No. 263 faith. We conclude that the Unions did not prove their complaints against the State by a preponderance of the evidence. We therefore dismiss the Unions' complaint against the State.14 CONCLUSIONS OF LAW 1. The International Organization of Masters, Mates and Pilots Pacific Maritime Region ILA, AFL-CIO and the District No. 1 Marine Engineers Beneficial Association, AFL-CIO (the Unions) are each an organization under AS 23.40.250(5), and the State of Alaska is a public employer under AS 23.40.250(7). 2. This Agency has jurisdiction under 23.40.110 to determine whether the State of Alaska committed an unfair labor practice. 3. As complainants, the Unions must prove each element of their case by a preponderance of the evidence. 4. The Unions failed to prove that the State of Alaska committed an unfair labor practice by failing to implement the oral agreement between state employee Bob Doll and the Unions. 5. The oral agreement reached between state employee Robert Doll and the Unions was unenforceable against the State of Alaska, because Doll was not authorized to bind the State to any agreement. 6. The parol evidence rule bars consideration of evidence of the December 2, 1999, meeting between Doll and the Unions. 7. The collective bargaining agreement between the Masters, Mates and Pilots Pacific Maritime Region ILA, AFL-CIO, and the State of Alaska was an integrated, unambiguous contract regarding State authority to determine manning during layup. 8. The collective bargaining agreement between the District No. 1 Marine Engineers Beneficial Association, AFL-CIO, and the State of Alaska was an integrated, unambiguous contract regarding State authority to determine manning during layup. 14 Although we dismiss the Unions' complaint, we understand the Unions' frustration at the process the State utilized here. Andrews knew Doll was going to discuss issues with the Unions, but neither Andrews nor Doll followed up on the substance and results of the Doll/Unions meeting. At the least, Doll should have told the Unions he would report back to Andrews and let the Unions know Andrews' response. If Doll really thought the parties had a deal, he should have reported it to Andrews, who could have then told Doll he had no authority to make a deal. Doll's failure to communicate with both the Unions and Andrews led to a breakdown in the communicative process. Page 22 Decision & Order No. 263 ORDER 1. The Board dismisses the unfair labor practice complaints filed by the International Organization of Masters, Mates and Pilots Pacific Maritime Region ILA, AFL-CIO, and the District No. 1 Marine Engineers Beneficial Association, AFL-CIO against the State of Alaska. 2. The State of Alaska shall post a notice of this decision and order at all work sites where members of the bargaining unit affected by the decision and order are employed or, alternatively, serve each employee affected personally. 8 AAC 97.460. ALASKA LABOR RELATIONS AGENCY ______________________________________ Aaron Isaacs, Jr., Chair ______________________________________ Dick Brickley, Board Member ______________________________________ Raymond Smith, Board Member Page 23 Decision & Order No. 263 APPEAL PROCEDURES This order is the final decision of this Agency. Judicial review may be obtained by filing an appeal under Appellate Rule 602(a)(2). Any appeal must be taken within 30 days from the date of filing or distribution of this decision. CERTIFICATION I hereby certify that the foregoing is a full, true and correct copy of the order in the matter of the International Organization of Masters, Mates and Pilots Pacific Maritime Region ILA, AFL-CIO, and the District No. 1 Marine Engineers Beneficial Association, AFL-CIO vs. State of Alaska, Case Nos. 01-1081-ULP and 01-1082-ULP (consolidated), dated and filed in the office of the Alaska Labor Relations Agency in Anchorage, Alaska, this 21st day of April, 2003. ________________________ Margie Yadlosky Personnel Specialist This is to certify that on the 21st day of April, 2003, a true and correct copy of the foregoing was mailed, postage prepaid, to Steven Ross, MM&P, MEBA Greg Elliot, State of Alaska Art Chance, State of Alaska Signature Page 24 Decision & Order No. 263
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It's one of our nation's most inspiring creeds: anyone can achieve the American dream. The accidents of class or race are no match for ambition and entrepreneurial drive. Celebrated stories of rags-to-riches success (see Winfrey, Oprah or Obama, Barack) keep this up-by-your bootstraps ethos burning brightly in the starry firmament of the American imagination. While it's no great surprise to most of us that social inequality and the stubborn persistence of poverty conspire to circumscribe the life chances of many, the opportunity gap is widening. Doyle McManus writes in the Los Angeles Times:
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These grim findings raise tough questions for leaders across the political spectrum, especially conservatives who wax poetic about American exceptionalism and the abundant opportunities presented to those who simply work hard and play by the rules. The ascendant libertarians who demonize government and romanticize the "free market" seem either uninterested in grappling with inequality of opportunity or offer unpersuasive arguments. (Chris Beam offers a lengthy and damning dissection of libertarianism in this New York magazine essay.) For most market fundamentalists, private charity is equal to the task of caring for those who don't flourish in the Darwinian jungle of unfettered capitalism. But charity that simply responds to unjust social structures is inadequate. Just this week, Catholic Charities of Wichita announced that because of declining donations it can no longer help people with rent or utility payments. Charity is essential, but government also has a vital role in ensuring opportunity and serving the common good.
Progressives don't have a monopoly on good ideas for addressing inequality. We also need serious thinking from conservatives. But as the Tea Party drags our debate further to the right and even mainstream Republican leaders throw around absurd cries of socialism, I'm left wondering who will stand up for those watching the American dream turn into a mythical memory. As a new season of political posturing begins, religious leaders and diverse faith communities will once again make sure debates over the deficit and spending are not abstract arguments or political footballs but profound moral issues central to who we are as a nation. The question is which elected officials will show the courage to resist partisan orthodoxy and begin the task of making the American dream a reality for more than just the privileged few.


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DEFINITION of 'Inward Arbitrage'
A form of arbitrage involving rearranging a bank's cash by borrowing from the interbank market, and re-depositing the borrowed money locally at a higher interest rate. The bank will make money on the spread between the interest rate on the local currency, and the interest rate on the borrowed currency.
INVESTOPEDIA EXPLAINS 'Inward Arbitrage'
Inward arbitrage works because it allows the bank to borrow at a cheaper rate than it could in the local currency market. For example, assume an American bank goes to the Interbank market to borrow at the lower eurodollar rate, and then deposits those eurodollars at a bank within the US. The larger the spread, the more money that can be made.
EurocurrencyCurrency deposited by national governments or corporations in ...
Interbank RateThe rate of interest charged on short-term loans made between ...
Outward ArbitrageA form of arbitrage involving the rearrangement of a bank's cash ...
Interbank MarketThe financial system and trading of currencies among banks and ...
EurobankA financial institution that accepts foreign currency denominated ...
EurobondA bond issued in a currency other than the currency of the country ...
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Pronunciation: ( jôrj'toun"), Strict Standards: Non-static method FenSites::linkTo() should not be called statically in /site/html/dictionary/georgetown.html on line 71 [key]
1. Also,George' Town".a seaport in and the capital of the state of Penang, in NW Malaysia. 250,578.
2. a seaport in and the capital of Guyana, at the mouth of the Demerara. 182,000.
3. a residential section in the District of Columbia.
4. a town in N Kentucky. 10,972.
5. a city in E South Carolina. 10,144.
6. a town in and the capital of the Cayman Islands, West Indies, on Grand Cayman. 3975.
Random House Unabridged Dictionary, Copyright © 1997, by Random House, Inc., on Infoplease.
See also:


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Crosley 30" Bar Stool
Special Offer:
24 Issues of Better Homes and Gardens
Included with your purchase - a $10 value (Subscription and Rebate Info)
Crosley 30" Bar Stool
Weights & Dimensions
|Style: Contemporary
|Seat Height Type: Bar (28"-33")
|Distressed: No
|Frame Material: Wood
|Seat Material: Wood
|Seat Back Included: Yes
|Legs Included: Yes
|Footrest Included: Yes
|Commercial Use: No
|Country of Manufacture: Viet Nam
|Product Warranty: Manufacturer provides a 3 month warranty against defects in material and workmanship
About the ManufacturerIn 1920 Powel Crosley founded the company that pioneered radio broadcasting and mass market manufacturing around the world. Crosley had a simple idea - design a fully functioning radio, meticulously craft each unit with obsessive detail and precise accuracy, and of course add a measure of consideration for the wallet. This simple idea led Crosley Radio to become the world's largest radio manufacturer. Today the Crosley name lives on with superbly detailed replicas that truly transcend time. Re introductions of original vintage radios and turntables feature the newest technologies graced by unforgettable Crosley stylings. They're passionate about what they do, right down to the last exacting detail.
Crosley 30" Bar Stool
Questions & Answers (1)
"Hi, what is the weight capacity of this bar stool?" asked by Catherine
Still have questions about this product? We're here to help
NOTE: This product is subject to a minimum order quantity of 2
Customer Reviews
|5 star
|4 star
|3 star
|2 star
|1 star
Solid Furniture At a GREAT Price!
Laura from Fairfield, CT– Verified Buyer
I am in the process of redecorating my kitchen and don't want to spend a fortune because I have two children (ages 8 and 10) with lots of friends. At a local store of a national chain I found similar stools starting at $299 each. I was unnecessarily nervous about buying these online - they were delivered quickly, were easy to assemble, they look beautiful and appear to be extremely durable. I am really happy with my purchase.
Jan from Henderson, NV– Verified Buyer
We have had these for a while now..........and we are SURE we LOVE them! They are study......they are beautiful........they are PERFECT for our home! Could not ask for anything better and so VERY affordable! Just like everyone else.......1st one was a little challenging..........but the second one was assembled in minutes! Do NOT HESITATE! FABULOUS
Clean, small and mordern!
Kuansin from Cape Coral, FL– Verified Buyer
these stools have solid wood construction: with clean, small and modern look; easy to put together and a good value. They are simple and inexpensive functional additions to our new home. If you are looking for an impressive piece of furniture with WOW affect, this is not it.
Good quality bar stools
Louise from Seattle, WA– Verified Buyer
Overall we are pleased with these bar stools - the quality is high, they were easy to put together, the color is as expected. I deducted a star because they are a little bulkier than I expected.
Great quality for the price
amanda from greenville, NC– Verified Buyer
These are great, simple bar stools for a phenomenal price. Only complaints were slightly uneven legs (wobbly) and small areas that needed paint touch-ups. These were fixable, and at this price, not deal breakers. They look great!
Great product
Ben from Plymouth, MI
Got 4 of these (2 sets) and they all came in pristine condition and went together very easily. Once assembled they are very sturdy and look great. They are painted, which hides some of the wood grain, but the finish seems to be very durable. My only semi-negative comment is that on the flat hard surface of my kitchen floor I couldn't get all of the feet to sit flat for all of the chairs. This caused a tiny bit of rocking, but it is unnoticeable on a carpeted floor. Definitely not enough of an issue to warrant removal of a star. After looking all over the place for bar stools I am very happy with my purchase and feel I got great value for my money.[...] Very cool functionality and it worked like a charm.
Good quality.
Megan from Lincroft, NJ– Verified Buyer
Easy assembly & sturdy especially for the price. Great quality for the chairs being under $100. A piece.
Bar chairs
Cathy from Scottsdale, AZ– Verified Buyer
These chairs are as solid and well made as they are beautiful. I am completely satisfied with is product and the speed with which they were delivered.
Great stool for the money
Julie from North Haven, CT– Verified Buyer
This is a great stool and comfortable as long as you are not too picky about the finish as there are small blemishes in the paint. Great for us as we have boys.
Bar stools!!!
ann marie from Garden City, NY– Verified Buyer
Grreat look ! We have them around our new bar and they are gorgeous!!!!
OUR SKU # CRY138630" Bar Stool is also sometimes listed under the following manufacturer numbers: CF500430-BK, CF500430-CH, CF500430-MA


text: God Bless America Formula 1 Style (Video) By Sean Ericson August 15, 2012 5:03 PM Share on Facebook Share on Twitter The folks a Red Bull found a truly extreme way to honer America. Watch as the Red Bull Racing-livered Running Showcar, in New York's Liberty Park, plays our host's national anthem. Extreme coolness! Filed Under: engine, Formula 1, national anthem, racing, Red Bull Category: Amazing, Cars Share on Facebook Share on Twitter More Leave a comment Send to a friend! Print this page Pin it! Reddit This! Share on Tumblr! Best of Kicks 105 Recommended For You Around the Web


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Currently unavailable for purchase
A jagged stump is a great foreground element for a beautiful Oklahoma sunset.
stump, sunset, clouds, sand, rocks, lake eufaula, oklahoma, rainy night
I'm living on the lake in Eufaula, Oklahoma. Most of my sunset images are from my own backyard. I'm a native of Iowa, served in the US Navy, and spent a lot of years in California before moving to Oklahoma in the early '90s. I fell in love with Oklahoma skies and many of the beautiful areas around this lovely state.
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10 Steps to Pick the Right Doctor
Whether you need a primary care doctor or a specialist, these 10 steps will ensure you find the right doctor for you. View Slideshow
Dr. Chang's Experience
- Plastic Surgery
Board Certifications
- Plastic Surgery
- Abdominoplasty
Conditions Dr. Chang Treats
Dr. Chang does not have any conditions listed. If you are Dr. Chang and would like to add conditions you treat, please update your free profile.
Background Check for Dr. Chang
0 Malpractice Claims
- No malpractice history found for California.
- No sanctions history found for the years that Healthgrades collects data.
0 Board Actions
- No board actions found for the years that Healthgrades collects data.
Awards & Recognitions
Education & Training
Medical School
- Yale University School Of Medicine
- Graduated in 1998
Internship Hospital
- Ucsf Medical Center
Residency Hospital
- Ucsf Medical Center
Languages Spoken by Dr. Chang & Staff
- English
- Mandarin


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Preheat oven to 180°C.
Wash and core apples.
Using a knife, make an incision in the apple skin, cut right around the centre Place the apples in a baking dish, fill each centre cavity with sultanas and bake in oven for about 45 minutes.
Meanwhile, place the egg and orange juice in a bowl set over a saucepan of simmering water and whisk until mixture is slightly thickened and foamy.


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Originally published on Wed December 25, 2013 7:24 am
It's Sunday evening, and services are just getting underway at the House for All Sinners and Saints in Denver. Nearly 200 worshipers sit in circles of plastic chairs around a simple altar table. Together they follow traditional Christian rites. They sit. They stand. They sing.
Originally published on Fri December 13, 2013 7:28 pm
A student armed with a shotgun opened fire at a Colorado high school, Arapahoe County Sheriff Grayson Robinson said Friday. Police said the shooter injured two fellow students at Arapahoe High School in Centennial, Colo., before killing himself.
This is the official web site of the WSHU Public Radio Group. Some links from these pages are not maintained by WSHU and are subject to change without notice. This Web site and its contents are © 2013 by WSHU, Fairfield, CT, and the respective copyright holders.


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Somali Islamists Massacre Dozens in Kenyan City
Somali Islamists Massacre Dozens in Kenyan City
993 results for 'killed'. Showing results 91 - 108
Somali Islamists Massacre Dozens in Kenyan City
Jihadists Seize Iraq Town, US to Evacuate Embassy
Five American Soldiers Killed by Friendly Fire
Taliban Disguised as Pakistan Police Attack Airport
This week on Jerusalem Dateline: The U.S. recognizes a Palestinian government that includes the terrorist group. And, a Muslim...
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As seen on "The 700 Club," May 19: Sudan relenting after outrage over death sentence?; US missionary murdered in...
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On CBN Newswatch, May 15: Banned earmarks still costing billions, Families, survivors mark opening of 9/11 museum, and Girl...
Girl Stands Strong after Boko Haram Killed Her Family
Ukraine Government Mulls Decentralizing Power


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- Individual Clients
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- Client Employee
Manning & Company PC is dedicated to giving your business the attention it deserves. We'll review your current financial status to pinpoint areas of concern and develop a plan to ensure your goals are realized. Our seasoned staff brings years of invaluable experience to the relationship, offering knowledgeable insight into your financial data, while providing guidance to assist you in making the best possible decisions.
Taking full advantage of the latest technology, we can securely deliver most services via the internet. You will have 24/7 online access to your financial information, providing you with a superior level of convenience. Consider our full array of services:
• QuickBooks Experts - Call Now!
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Manning & Company's team is committed to supporting you with a full spectrum of professional services designed to create a solid financial base to build and grow your business.
Some health coverage reimbursement arrangements offered by small employers (those with less than 50 full-time employees) are considered by the IRS to be non-compliant with the health coverage plan requirements set forth in the Affordable Care Act (ACA). Beginning January 1, 2014, employers who offer such plans were facing a significant penalty: an excise tax of $100 per employee per day, up to an annual maximum of $36,500 per employee. Employers should breathe a sigh of relief, however, because on February 18, 2015, the IRS issued notice 2015-17, which provides relief from this excise tax with the following provisions:
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Girls Hockey: Wingers lose in third-place game
Despite outshooting Champlin Park 36-21, Red Wing had trouble putting the puck in the net in a 2-1 loss in the third-place game of the Robbinsdale Armstrong/Cooper holiday tournament on Saturday.
With just three seconds left in the first period, the Rebels got on the board when Kaylee Wood put the puck past Wingers goaltender Anna Vagasky for a power-play goal. Sydney Peluf and Maggie Cragg each tallied assists on the play.


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Empty the can of salmon into a bowl, crush the bones with a fork, flake the undrained fish, and mix together with a fork.
Add the remaining ingredients.
Mix thoroughly and place in a 9 X 5-inch (23 x 13 cm) loaf pan.
Cover with waxed paper.
Microwave 6 to 9 minutes at HIGH.
Let stand 5 minutes.
Unmold and serve.


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Zero interest in this after seeing this trailer.
I haven't seen half the movies you listed Blank, but I like you're list. I've heard good things about Nightcrawler, and I'm looking forward to checking out The Drop & Gone Girl when they release on blu this January.
Been undecided if I should check out Only Lovers Left Alive.
The ones I'm looking forward to the most from this list are Star Wars, Tomorrowland, and Inside Out. Hard to say who will be third at the box office, I'm gonna guess Inside Out.
I'll be getting the Dog Soldiers - Scream Factory release, I'm not much into the Scream Factory releases because I don't dig horror that much but I do love the cover art and slipcovers they use for their releases. I think the only Scream Factory releases I currently have are They Live and UHF. Thinkng of picking up Day of the Dead and The Fog tho.
Trate, you forgot to list Disney releases coming out in February/March. If I'm not mistaken we should be seeing:
101 Dalmatians, Big Hero 6, Alexander & the Terrible, Horrible, No Good Day, and of course in February Disney is releasing 3 Studio Ghibli titles: Pom Poko, Tales from Earthsea, and Porco Rosso.
Out of what I saw this yer, my top 5 movies were:
Dawn of the Planet of the Apes
X-Men: Days of Future Past
Captain America: The Winter Soldier
Feliz Navidad, Merry Xmas, jo jo ho ho!
Santa hooked me up with Beats Studio Wireless headphones, now I can walk around like a dbag listening to "You can tell everybody, you can tell everybody, I'm the man, I'm the man, I'm the man, yes I am, yes I am, yes I am."
@Monkeyfoot, the shows are not available at Netflix, and Hulu only has a few episodes of Korra, none of Avatar Last Airbender. If you have Amazon Prime you can watch the entire series of the Last Airbender, and last I had checked they only had season 1 of Korra. Nick(dot)com may have each entire series tho.
As far as where to start, definitely watch The Last Airbender first. You will enjoy Korra a lot more if you do. You can watch Korra first but a lot of the characters are descendants of Last Airbender characters and you'll miss out on some cool cameos too.
Shac, I'm not sure how many single comics were made but basically after the show they did 3 main story arcs, which got collected into a hardcover graphic novel for each arc. Only two are out, the third one will be available February 2015. Anyway, I suggest you go for the graphic novels as opposed to the single issues or even the softcover volumes. The HC ts a really huge book and has notes from the writers alongside some of the panels which makes for an interesting read. The 2 books currently out are:
Avatar The Last Airbender: The Promise & Avatar The Last Airbender: The Search
The last one which releases in February 2015 is called Avatar The Last Airbender: The Rift.
I've only read The Promise so far and it's really good, it captures the show perfectly.
I came very late to the Avatar party, season 3 had wrapped up when I caught the first season Korra. I then went back and watched the entire series of Avatar The Last Airbender which I absolutely loved. After that I saw Korra S2 and Korra S3 when it reaired. I binged the final season of Korra because I bought the season 4 pass on iTunes and caught everything up to the series finale. The entire Avatar mythology has become one of my favorite things ever. I even bought the hardcover graphic novels, and will be getting Art of Avatar and Art of Korra for Xmas. I'm currently obssessed with it, no other way to explain it I guess.
But to your point Wiseguy, I too have started to consume my TV like you. I'll let the show build up in my DVR and then I'll sit down and watch it. There are a few I try to watch every week if I can, like The Flash which is my favorite new show of the season.
The Legend of Korra had its series finale yesterday. I suggest anyone that has not seen this series give it a go.


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AUS: Beam Inc unveils RTD party kegs as beer alternative
Beam Inc has launched two of its Australian RTDs in a five-litre keg format ahead of the summer events season.
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WHO calls for final push against leprosy
Feb 13th, 2012 - Health News
MANILA, Philippines (AP) — The World Health Organization has warned that the battle against the age-old scourge of leprosy is far from over. It says 5,000 new cases are reported yearly in the Western Pacific, where the disease was declared eliminated in 1991.
WHO regional director Shin Young-soo says the Marshall Islands, Micronesia and Kiribati are three of 37 countries in the region that have failed to meet the target of lowering cases to less than one per 10,000 people — the health body's definition of leprosy elimination.
He cited the example of the Philippines, which was declared largely free of leprosy in 1998 yet some 2,000 new cases are still being recorded yearly.
He tells reporters that China has around the same number of new cases each year.
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Woman allegedly driving while intoxicated, crashes into Walgreens store
May 30th, 2014 - Local News
(Mlive)-- Police believe a woman was driving while intoxicated when she crashed into a Walgreens Pharmacy building Thursday night near 68th Street SW and South Division Avenue.
Kent County sheriff'...
Job fairs looking to fill local positions.
May 29th, 2014 - Local News
Looking for a job?
A couple more job fairs are scheduled for this week.
Wednesday the Walmart in Kentwood held a job fair to fill positions for a new store that is coming to Wyoming on 54th Street. ...
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Secretary of state online service expanding to AAA
May 30th, 2014 - State News
MACKINAC ISLAND, Mich. (AP) — The Michigan secretary of state's office is expanding its most popular online services to select Triple A branches.
The ExpressSOS DOT com will be accessible through...
Grassroots group submits petition for wage raise
May 29th, 2014 - State News
LANSING, Mich. (AP) — Labor and community organizers have submitted about 320,000 petition signatures calling for a Michigan ballot initiative to raise the minimum wage to $10.10 an hour by 2017.
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Indianapolis grasps for answers in a violent year
May 30th, 2014 - National News
INDIANAPOLIS (AP) — Indianapolis is in the grip of one of its most violent years on record.
The Indiana capital has already recorded 60 homicides and is on pace to have its deadliest year in eigh...
Obama to tackle youth sports concussion issue
May 29th, 2014 - National News
WASHINGTON (AP) — President Barack Obama is holding a White House Summit today to draw attention to young athletes and concussions.
Among those attending will be representatives of professional s...
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Another tragedy at sunken ferry
May 30th, 2014 - International News
SEOUL, South Korea (AP) — Another diver has died while searching for bodies inside a sunken South Korean ferry.
A government task force spokesman says the civilian diver was underwater today, cut...
Ukraine military chopper shot down near Slovyansk
May 29th, 2014 - International News
KIEV, Ukraine (AP) — Ukraine's president says 14 soldiers were killed when a government military helicopter was shot down in eastern Ukraine today.
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Porcello earns eighth win as Tigers split series
May 30th, 2014 - Sports News
OAKLAND, Calif. (AP) — Miguel Cabrera hit a go-ahead sacrifice fly in the fifth to back Rick Porcello's eighth victory, and the Detroit Tigers beat the Oakland Athletics 5-4 on Thursday for a split ...
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May 29th, 2014 - Sports News
OAKLAND, Calif. (AP) — Josh Donaldson hit a game-ending, three-run homer off Joe Nathan with one out in the ninth inning and Scott Kazmir pitched his first complete game in nearly eight years as the...
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Study of Unique Sea Animals May Impact Alzheimer's Research
May 22nd, 2014 - Health News
WASHINGTON (AP) — Exotic sea creatures called comb jellies may reshape how scientists view cell development as their genes suggest they have more than one way to make a nervous system.
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LONDON (AP) — Doctors in London researching spinal cord injuries say they've had success using an experimental treatment on four patients now.
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