SECOND DIVISION

								December 269, 2000

No.  1-99-2439

WATER PIPE EXTENSION, BUREAU OF		)

ENGINEERING LABORERS' LOCAL 1092,		) Appeal from the

								) Circuit Court of

		Plaintiff-Appellee,			) Cook County.

								)

	v.							)

								)

CITY OF CHICAGO, 					) Honorable

a Municipal Corporation,				) Stephen A. Schiller,

								) Judge Presiding.

		Defendant-Appellant.		)

	JUSTICE GORDON delivered the opinion of the court:

	Defendant, the City of Chicago (the "City") appeals from the judgement of the circuit court of Cook County in favor of

plaintiff Water Pipe Extension, Bureau of Engineering Laborers'

Local 1092 (the "Union") which vacated two arbitration awards. 

Those awards attempted to resolve a dispute between the City and

the Union over the construction of certain provisions in a

collective bargaining agreement entered into between them.  The

arbitrators found for the City but both awards were vacated and

remanded for re-arbitration by the trial court pursuant to the

Union's petition to vacate.  On re-arbitration, the arbitrators

issued supplemental awards refusing to modify their original

decisions.  The trial court vacated the supplemental awards and

remanded to a new arbitrator for re-arbitration on the issue of

damages alone.  The City moved to vacate the new award, which the

trial court refused to do and entered judgement on the award.  It is from this judgement that this appeal is brought.  For the

reasons discussed below, we reverse.

FACTS

	The following facts are undisputed.  In 1992, the City's

Department of Water decided to increase the rate at which it was

replacing certain water mains.  The City began to look for

outside sub-contractors to perform water main replacement work in

addition to the work being performed by the City's employees. 

The relationship between the City and the Union is governed by a

collective bargaining agreement (the "agreement") between the two

parties.  The agreement specifically addresses the issue of

subcontracting and spells out the rights of the parties when the

City wishes to subcontract work. 

	The agreement (the relevant portions of which are set out

below in the analysis section of this decision) provides in

article 27 that certain rights, including the right to

subcontract, belong exclusively to the City subject to further

limitations in the agreement.  In article 20, section 20.1 the

agreement provides for the establishment of a subcommittee "to

examine all subcontracting situations to determine how such work

could alternatively be, or continue to be, performed" by the City

without subcontractors.  Section 20.2 provides that the City will

attempt to have City employees perform the work instead of

subcontractors where practicable.  It requires, among other

things, that the City provide the Union with all bid specifications and guidelines provided to potential

subcontractors "including a description of the work to be

performed, any known impact upon bargaining unit employees, and

other relevant data necessary for the Union to submit proposals."

It further provides that 10ten days after such information is

received by the Union, the Union will provide the City with a

proposal for the use of City employees instead of subcontractors. 

Within 10ten days after the submission of the proposal, the

subcommittee will meet and review the Union's proposal.

	On March 12, 1993, the City notified the Union of a bid

announcement for the subcontracting of a portion of the work and

offered to make bid specifications available to the Union.  At

the request of the Union the bid specifications and proposed

contracts were forwarded to it by the City on April 21, 1993. 

The parties then met on May 14, 1993.  At that meeting the Union

argued that it would be more cost-effective for the City not to

subcontract the work, however, the City responded that it wished

to conduct a three-year study to compare the performance of work

done by subcontractors and City employees.  

	At the further request of the Union, the City, on May 20,

1993, provided additional information including bid sheets

submitted by the lowest bidders.  Thereafter the Union responded

that the information provided by the City was inadequate and

asked for detailed "actual cost" information claiming that it was

entitled to that information under the "other relevant data" provision of the agreement.  On June 30, 1993, the City responded

that the information requested by the Union was not available

because the City did not maintain records in that format.  As a

result, the Union refused to submit a proposal of its own

pursuant to section 20.2 on the asserted ground that it did not

believe that it had sufficient information to draft a proposal. 

On July 1, 1993, the City gave the Union 30 days notice that its

proposed contracts with the subcontractors would be finalized. 

	The Union subsequently filed a grievance (No. 1993-24) on

July 14, 1993, alleging that the City had violated the

subcontracting provisions of the agreement when it hired outside

contractors to perform some of its water main construction

projects.  This grievance was submitted to arbitrator Edwin H.

Benn ("Benn").  At the arbitration the Union argued that the City

did not comply with sections 20.1 and 20.2 of the agreement

because the subcommittee did not meet before the decision to

subcontract was made as required by section 20.1; because the

City did not provide the Union with the "other relevant

information" which it requested pursuant to section 20.2; because

the City failed to work cooperatively with the Union as required

by section 20.2 and because the City did not attempt to keep the

work in house where practicable as required by section 20.2.  On

April 9, 1995, arbitrator Benn issued his decision in that

arbitration, finding in favor of the City in that the City had

not breached the agreement. 

	In his award, arbitrator Benn emphasized the City's right to

subcontract under article 27 of the collective bargaining

agreement.  While the Union argued that the meeting of the

article 20 subcommittee on subcontracting was a condition

precedent to any decision by the City to subcontract, Benn

disagreed.  Rather, Benn found that the specific requirement of

section 20.2 which specifies that the subcommittee is to meet

after a proposal is made by the Union prevails over the general

language establishing the subcommittee in section 20.1.  

	Benn also found that the City had not failed to provide the

Union with the information required by the contract because the

information which the City refused to provide was not relevant. 

His conclusion was premised on the City's undisputed assertion

that it did not use that information in its costing process, a

process which the City had the right to determine.  Benn further

found that the City had not breached its obligation to cooperate

with the Union, as the City and the Union "went back and forth"

over the Union's information request for 48 days, a request which

Benn found to be irrelevant.  Benn found that, contrary to the

Union's contention, the City had not breached its obligation to

attempt to have employees perform the work where practicable.

	On October 20, 1993, the Union filed a second grievance (No.

1993-30) involving the same collective bargaining agreement but

relating to subcontracting in the City's Department of Sewers. 

This dispute was submitted to arbitration before a different arbitrator, Marvin F. Hill ("Hill").  On July 5, 1995, arbitrator

Hill issued an award in favor of the City with respect to the

second grievance purporting to follow arbitrator Benn's decision

pursuant to "principles of res judicata."1  Arbitrator Hill reasoned that if "the issue is the same, the contractual language

is the same, the same arguments are being made and the arbitrator

cannot find any significant factor that would warrant ignoring

the first award, then relitigation of the issue should not be

allowed."  

	On September 15, 1995, the Union filed a petition in the

circuit court of Cook County asking that the awards of

arbitrators Benn and Hill be vacated.  At the hearing on that

petition the Union contended that Benn's award eviscerated the

provisions of article 20 which require the City to provide the

Union with "other relevant data."  The Union also argued that

Benn effectively eliminated the provision of article 20 requiring

the subcommittee to meet before any subcontracting occurred.  The

Union further contended that Benn negated the provisions of the

article 20 requiring the City to work cooperatively with the

Union and to attempt to perform the work in-house where practicable.2

	On August 16, 1996, the able trial judge vacated both awards

and remanded the case for re-arbitration.  The court indicated

that it thought the contract was "not really clear" and that "it

could have been written better."  The court reasoned that there

was "absolutely no evidence at all that the City did anything at

all to attempt to keep the work" in-house.  The court also stated

that although there would have to be a "bid received from the

Union" in order to require the subcommittee to meet under 20.2,

this does not "save the day for the City because of the lack of

compliance with the spirit of 20.1 and the letter of 20.1."  The

court finally stated that it vacated the award because "there is

no basis for [the arbitrators'] finding that the City complied

with its responsibility to work cooperatively with the Union in

exploring alternatives in-house to the subcontracting of outside

work" and determined that the award needed to be re-arbitrated

because the "award was not predicated upon an adequate record."

	The court, however, did not take issue with arbitrator

Benn's finding that the City did not fail to provide the Union

with "other relevant data" as required under section 20.2.  The

court pointed to testimony by the City at the arbitration hearing which indicated that it would be impractical to retrieve the

information in the format requested by the Union.  The court then

stated that there "is a difference between relevant data that

they could by spending money [and] time [put] together and

relevant data that is available and *** [arbitrator Benn] ***

made the determination that the available [relevant data] is what

they [the Union] are entitled to."

	On re-arbitration both arbitrators Benn and Hill issued

supplemental awards in which they both stood by their original

awards and refused to make any modifications.  Subsequently, on

February 19, 1997, the Union moved to vacate the new awards from

arbitrators Benn and Hill and asked that those grievances be

remanded to a different arbitrator.  The court agreed, and

entered an order vacating the supplemental awards of Benn and

Hill and provided for a further remand of both matters to a new

arbitrator.  The parties then entered an agreed order that on

remand the issue would be limited to damages after a contractual

violation by the City as found by the trial court in its orders

vacating the arbitration awards.  They also agreed that the City

would not waive its arguments that it had not violated the

agreement and its argument that the trial court erred in finding

that it had.  On remand the new arbitrator, Peter Feuille,

thereupon found a specific amount of damages.  The City moved to

vacate Feuille's award, but the court declined to do so.  This

appeal followed.

ANALYSIS

	The City contends that the trial court erred in vacating the

first arbitration award because that award drew its essence from

the agreement and therefore was not subject to further review on

the merits.  The Union contends that arbitrator Benn's award did

not draw its essence from the agreement because the award negated

article 20 of the agreement.  Specifically, the Union argues that

in his award arbitrator Benn ignored the plain and fundamental

purpose and language of article 20 of the agreement in addressing

the issues of when the City must convene a subcommittee on

subcontracting; in defining what constitutes "other relevant

data" which the City must provide to the Union in order to allow

the Union to make a proposal for the use of employees in place of

subcontractors; as to whether the City attempted to have

employees perform bargaining unit work where practicable and as

to whether the City worked cooperatively with the Union.  The

Union also contends that arbitrator Benn ignored the rules of

contract interpretation.  We agree with the City.

	"The question of whether an arbitrator exceeded his

authority is one of law, subject to de novo review."  City of Chicago v. American Federation of State, County and Municipal

Employees, Council 31, 283 Ill. App. 3d 446, 451, 669 N.E.2d 1311, 1314 (1996).  There can be no question that an award will

be vacated if the arbitrator exceeds his authority.  American Federation of State, County and Municipal Employees, AFL-CIO v. State, 124 Ill. 2d 246, 254, 529 N.E.2d 534, 537 (1988) (hereinafter "American Federation") ("scope of an arbitrator's power generally depends upon what the parties agreed to submit to

arbitration").  That authority is ordinarily determined by the

provisions of the arbitration agreement.  American Federation, 124 Ill. 2d at 254, 529 N.E.2d at 537.  Moreover, under the

provisions of the Illinois Uniform Arbitration Act 710 ILCS 5/1

et seq. (West 1999), as well as the common law, the arbitrator may not change or alter the terms of the collective bargaining

agreement, but is authorized only to interpret its existing

provisions.  See generally, Board of Trustees of Community College District No. 508, Cook County v. Cook County College

Teachers' Union, Local 1600, AFT, AFL/CIO, 74 Ill. 2d 412, 419, 386 N.E.2d 47, 50 (1979) (common law); Rauh v. Rockford Products Corporation, 143 Ill. 2d 377, 391-92, 574 N.E.2d 636, 643 (1991) (Uniform Arbitration Act).3

	Generally, the vacatur of arbitration awards is governed by the Illinois Uniform Arbitration Act.  710 ILCS 5/1 et seq. (West 1999).  The grounds under which an arbitration award may be

vacated are those specified in section 12(a) of the Act.  710 ILCS 5/12(a) (West 1999).  Section 12(a) provides that an

arbitration award may be vacated if:

		"(1) The award was procured by corruption, fraud

or other undue means;

		(2) There was evident partiality by an arbitrator

appointed as a neutral or corruption in any one of the

arbitrators or misconduct prejudicing the rights of any

party;

		(3) The arbitrators exceeded their powers;

		(4) The arbitrators refused to postpone the

hearing upon sufficient cause being shown therefor or

refused to hear evidence material to the controversy or

otherwise so conducted the hearing, contrary to the

provisions of Section 5, as to prejudice substantially

the rights of a party; or

		(5) There was no arbitration agreement and the

issue was not adversely determined in proceedings under

Section 2 and the party did not participate in the

arbitration hearing without raising the objection; but

the fact that the relief was such that it could not or

would not be granted by the circuit court is not ground

for vacating or refusing to confirm the award."  710

ILCS 5/12(a) (West 1999).

In construing section 12(a)(3) our supreme court has stated that

"if all fair and reasonable minds would agree that the

construction of the contract made by the arbitrator was not

possible under a fair interpretation of the contract, then the

court would be bound to vacate or refuse to confirm the award." 

Rauh, 143 Ill. 2d at 391-92, 574 N.E.2d at 643.  

	However, section 12(e) of the Act states that with regard to

"any award entered as a result of an arbitration agreement which

is part of or pursuant to a collective bargaining agreement ***

the grounds for vacating, modifying, or correcting such an award

shall be those which existed prior to the enactment of this Act." 

710 ILCS 5/12(e) (West 1999).  Thus in collective bargaining cases the courts have thus applied the standards which existed

for vacating an arbitration agreement at common law.  American Federation of State, County and Municipal Employees, AFL-CIO v.

Department of Central Management Services, 173 Ill. 2d 299, 671 N.E.2d 668, 672 (1996) (hereinafter "Central Management Services"); Chicago Transit Authority v. Amalgamated Transit Union Local 308, 244 Ill. App. 3d 854, 859, 614 N.E.2d 120, 123 (1993).  

	The common law grounds for vacating an arbitration award

"are fraud, corruption, partiality, misconduct, mistake or

failure to submit the question to arbitration."  Board of Education of the City of Chicago v. Chicago Teachers' Union,

Local No. 1, 86 Ill. 2d 469, 474, 427 N.E.2d 1199, 1200 (1981) (citing White Star Mining Company v. Hultberg, 220 Ill. 578, 601- 10, 77 N.E. 327, 335-39 (1906)).4  Under the common law standard "a court is duty bound to enforce a labor-arbitration award if

the arbitrator acts within the scope of his or her authority and

the award draws its essence from the parties' collective-

bargaining agreement."  Central Management Services, 173 Ill. 2d at 304-05, 671 N.E.2d at 672.  See also American Federation, 124 Ill. 2d at 254, 529 N.E.2d at 537.5  This standard, while controlling in collective bargaining situations, is not

controlling with regard to other arbitration disputes.  Rauh, 143 Ill. 2d at 391-92, 574 N.E.2d at 643.  As construed, this common

law standard limits the power of review in a collective

bargaining agreement case to an even greater degree than the

standard enunciated for all other non-collective bargaining

disputes.  Chicago Transit Authority, 244 Ill. App. 3d at 863, 614 N.E.2d at 126 ("common law review of arbitration awards in

proceedings under collective bargaining agreements is more

deferential than statutory review").

	Under the "essence of the agreement" standard "[w]e inquire

into the merits of the arbitrator's interpretation in an effort

to determine only if the arbitrator's award drew its essence from

the agreement so as to prevent a manifest disregard of the

agreement between the parties."  Board of Trustees, 74 Ill. 2d at 421, 386 N.E.2d at 51 (citing Ludwig Honold Manufacturing Company v. Fletcher, 405 F.2d 1123, 1125-128 (1969), Teamsters Local Union No. 394 v. Associated Growers of Iowa Cooperative, Inc., 263 N.W.2d 755, 757-58 (1978)).  "In deciding whether an award

draws its essence from the agreement, a court determines whether the arbitrator limited himself to interpreting the collective

bargaining agreement; if not, the award violated the agreement to

arbitrate."  Board of Education of Community High School District No. 155 v. Illinois Educational Labor Relations Board, 247 Ill. App. 3d 337, 345, 617 N.E.2d 269, 275 (1993).  "An award based on

the arbitrator's personal or policy views rather than on the

contract is unenforceable."  Chicago Typographical Union v. Chicago Sun-Times, Inc., 935 F.2d 1501, 1505 (1991) (Posner, J.).  Under this applicable standard the courts will not overrule a

contractual interpretation of the arbitrator merely because it

differs from that which the court considers to be the more

correct interpretation.  Central Management Services, 173 Ill. 2d at 305, 671 N.E.2d at 672 ("Because the parties have contracted

to have their disputes settled by an arbitrator *** it is the

arbitrator's view of the meaning of the contract that the parties

have agreed to accept.  We will not overrule that construction

merely because our own interpretation differs from that of the

arbitrator"). 

	For the reasons articulated below we conclude that

arbitrator Benn did not negate any provision of the collective

bargaining agreement, and more specifically any portion of

article 20 thereof, in his first award and that his first award

derived its essence from the agreement between the parties.  The

relevant portion of article 20 states as follows:

		"Section 20.1 -- Subcommittee

		The Employer [City] and the Union shall establish

a subcommittee to examine all subcontracting situations

to determine how such work could alternatively be, or

continue to be, performed by the Employer except in

emergency situations.  The Employer members will work

cooperatively with the Union so that the Union may

submit proposals, as provided in Sections 20.2 and

20.3.

	Section 20.2 -- Prevailing Rate Jobs

		As to prevailing rate jobs covered by this

Agreement, the Employer will attempt to have employees

perform bargaining unit work where practicable.  Bid

specifications or guidelines which will be used by or

required from contractors will be provided to the Union

at the same time as made public or conveyed to

potential contractors, including a description of the

work to be performed, any known impact upon bargaining

unit employees, and other relevant data necessary for

the Union to submit proposals under this Article.  The

City will provide the Union with the proposed awardee's

proposal.  Within 10 working days of receipt thereof,

the Union will provide the City with any proposal. 

Within 10 working days thereafter, the Committee

established under Section 20.1 will meet, review the

proposals of the Union and compare such proposals to

any bid or proposal being considered for acceptance in

order to comply with Section 20.1.  The City's decision

shall be communicated to the Union and shall not be

unreasonably delayed by this process." 

	We first find that arbitrator Benn's decision that the

meeting of the subcommittee is not a condition precedent to a

decision by the City to subcontract finds support within the

provisions of the agreement.  As arbitrator Benn noted in his

second award, nothing in the plain language of article 20,

section 20.1 or 20.2 requires the meeting of the subcommittee as

a condition precedent to the City's decision to subcontract.

There is no specific requirement for the subcommittee to meet

until a proposal is received from a subcontractor, transmitted to the Union and a counterproposal is received by the City from the

Union.  There is no dispute that in this case a proposal from a

subcontractor was received and transmitted to the Union. 

However, the Union did not submit a proposal of its own. 

Therefore, the triggering event for a meeting of the subcommittee

never took place.

	The Union apparently argues that this interpretation gives

effect to section 20.2 while negating section 20.1, as it makes

20.1 meaningless.  The Union would argue that the inference to be

drawn from section 20.1 is that the subcommittee is to meet

preliminarily before any decision is made by the City to

subcontract in order to determine on a more general basis if such

a procedure is advisable.  We favor arbitrator Benn's

interpretation.  However, more overridingly, we need not consider

which interpretation is more meritorious but only whether the

arbitrator's interpretation has threshold feasability under the

provisions of the agreement so as to derive its essence from the

agreement.  Central Management Services, 173 Ill. 2d at 305, 671 N.E.2d at 672.  

	Under arbitrator Benn's interpretation, section 20.1 merely

sets out the requirement that a subcommittee be established

without specifically mandating any meeting requirements. 

According to Benn only section 20.2 describes specifically when

the subcommittee is required to meet.  This interpretation is

consonant with the actual language in each of these provisions and does not reflect any overt contradiction between them. 

Moreover, even if these two sections were deemed to be

inconsistent, this interpretation conforms to the cannon of

contract construction that where two sections of a contract are

in conflict, the more specific one will prevail.  Heifner v. Board of Education, 32 Ill. App. 3d 83, 88, 335 N.E.2d 600, 604 (1975) ("Where one intention is expressed in one clause *** and a

different conflicting intention appears in another *** that

intention should be given full effect which appears in the more

principal and specific clause, and *** the general clause should

be subjected to such modification or qualification as the

specific clause makes necessary").  Thus it is readily manifest

that regardless of the merit of any other interpretation, the

interpretation of article 20 by arbitrator Benn more than

satisfies the requirement that it must draw its essence from the

agreement.  Once we reach that conclusion, no further review by

the trial court or this court is appropriate.

	Secondly, we also find that arbitrator Benn's interpretation

of the meaning of "other relevant data" draws its essence from

the contract.  In his determination that the additional data

requested by the Union (consisting of individual job files on

previously performed jobs) was not relevant, arbitrator Benn

specifically gave effect to section 20.2 and article 27 of the

contract.  Benn rejected the City's argument that under the

agreement the Union was merely placed on equal footing with bidders in terms of the information which it was to receive,

specifically because the Union is entitled under section 20.2 to

receive other "relevant" information in addition to the

information given to prospective bidders.  However, arbitrator

Benn noted nowhere in the contract is "relevant" defined. 

Failing to find guidance in the agreement, Benn defined

"relevant" as a technical, legal term which would deem relevant

any information which would have "any tendency to make the

existence of any fact that is of consequence more probable or

less probable then it would be without the evidence."  Benn then

concluded that because the information requested by the Union was

not used by the City in estimating the cost of the work, it was

not of any consequence.  Arbitrator Benn further reasoned that

the City had the right to decide what forms of information to use

in estimating the costs of a job pursuant to article 27 of the

agreement which gives the City broad discretion in determining

the processes, character and methods of its operations.  Here

too, regardless of any other possible interpretations, we can not

say that arbitrator Benn's interpretation fails to draw its

essence from the contract.

	Likewise we also find that arbitrator Benn's determination

that the City did not violate its obligation to cooperate with

the Union drew its essence from the contract.  Arbitrator Benn

found that the City provided the Union with all the information

that it was required to provide under the terms of the agreement.  He also found that the City was not required to meet with the

subcommittee, since under section 20.2 of the agreement the

submission of a proposal by the Union is a condition precedent to

any meeting of the subcommittee which the Union failed to meet.  

	We further find that arbitrator Benn's determination that

the City did not violate its obligation under section 20.2 to

have employees "perform bargaining unit work where practicable"

draws its essence from the contract.  This provision can readily

be construed as being merely precatory.  The fulfillment of the

desire expressed by this language would therefore come under the

subsequent provisions of section 20.2 which, as previously noted,

would require the submission of certain information to the Union

along with the subcontractor's proposal and the receipt from the

Union of its proposal.  As construed by the arbitrator, the City

met all of its obligations under these provisions and accordingly

satisfied the provisions of section 20.2.  Therefore, here as

well, the arbitrator's determination satisfies the standard that

it must draw its essence from the agreement.

	Finally, we need not belabor our rejection of the Union's

argument that arbitrator Benn did not utilize standard principals

of contract construction in arriving at his decision.  Contrary

to the Union's contentions, arbitrator Benn followed established

principals of statutory construction in interpreting the

agreement.  Arbitrator Benn found, as we discussed in detail

above, that the specific provisions of article 20 do limit the City's article 27 right to subcontract.  Benn found, however,

that this limitation does not render a meeting of the

subcommittee to be a condition precedent to the decision by the

City to subcontract.

	While the Union disagrees with arbitrator Benn's

interpretation of the agreement, it is his interpretation for

which they bargained, not that of a court.  Central Management Services, 173 Ill. 2d at 305, 671 N.E.2d at 672.  Thus the parties must live with the arbitrator's interpretation even if it

is incorrect so long as it can be said to derive its essence from

the agreement.  Lyons v. Norfolk & Western Railway Company, 163 F.3d 466, 470 (1999) ("it is not whether the arbitrator erred in

interpreting the contract *** it is whether [he] interpreted the

contract").

	For the reasons discussed above, the judgement of the

circuit court of Cook County vacating the awards of arbitrators

Benn and Hill is vacated and this cause is remanded for further

proceedings not inconsistent with this opinion.

	Reversed; cause remanded.

	COUSINS and McBRIDE, JJ., concur.