Protections for Runnells County Employees and Residents

By John Bury | December 30, 2014

Article V and VI of the Union County/Center Management Agreement listed protections for Runnells county employees and residents respectively.  Here they are with emphasis added:

ARTICLE V – COUNTY EMPLOYEES

Section 5.1 Current County Employees. The County shall terminate the employment of all County employees of the Hospital (the “County Employees”) effective at 11 :59 p.m. of the day prior to the Closing Date. The County will have paid, or will have made provision for the payment of, all salaries, wages, and other compensation accrued through the date of termination of the County Employees, The County will have complied, and will continue to comply, with all laws affecting the employment relationship between it and the County Employees, including but not limited to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and the Workers Adjustment and Retraining (“WARN”) Act.

Upon the County’s termination of the County Employees, any and all collective bargaining agreements (”CBA’s”) between them shall cease. Any individual employment agreements between the County and County Employees (whether or not such individual Employees are also covered by the CBA’s) shall also cease on the Closing Date. In no event shall Purchaser be bound by any previous CBA’s between the County and the County Employees, and the County shall indemnify and hold the Purchaser harmless from and against any and all claims brought by any County Employee(s) concerning salary, benefits or other terms of employment as may or may not be described in the CBA’s.

Section 5.2 County Benefits and Plans. The County is not a party to or obligated to contribute to any employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”), guaranteed annual income plan, fund or arrangement, or any incentive, bonus, profit sharing, deferred compensation, or any employment or consulting agreement, or any non-competition agreement, or any severance or termination plans or policies, hospitalization, disability or other insurance plans, or any other employee fringe benefit plans, or any collective bargaining agreements, or any other agreement, plan or arrangement similar to or in the nature of the foregoing, oral or written, in each case that relate to the Hospital, except those described on Schedule K. Except as set forth on Schedule L, the County has no unfunded liabilities on account of or in connection with any such plan, agreement or arrangement.

Section 5.3 No Employment Agreements. To the best of the County’s knowledge, there are no written or oral employment agreements that prevent the County from terminating any and all County Employees. Every County Employee may be terminated at will without penalty or cost except to the extent of the applicability of legal restrictions or restraints on the right of an employer to terminate an at-will relationship, and no representations have been made orally which alter the at-will relationship between the County and any of the County Employees.

Section 5.4 Employment by Purchaser. The Purchaser will offer a right of first refusal to County Employees in good standing (“Eligible Employees”) who wish to be hired by the Purchaser. With regard to Eligible Employees for whom there are no positions available at the Hospital as of the Closing Date, Purchaser shall consider such Eligible Employees for positions at Purchaser’s other locations to the extent any positions are available. Additionally, for six months following the Closing, Purchaser shall continue to offer a right of first refusal for positions at the Hospital to Employees who were Eligible Employees as of the Closing Date but for whom no positions were available.

In the event the number of Eligible Employees exceeds the number of positions available at the Hospital as of the Closing Date, Purchaser may establish a process by which, in its sole discretion, Purchaser may determine to which Eligible Employees it will offer the right of first refusal. Such process may comprise, but not be limited to, interviews with the Eligible Employees, standardized tests, requests for references from the County, and any other reasonable means that will aid Purchaser in assessing which Eligible Employees are best suited for the available positions. In the event some of the Eligible Employees to whom the right of first refusal for employment is offered refuse the offer, then Purchaser shall continue to offer the right of first refusal for Positions to remaining Eligible Employees until all Positions are filled. Notwithstanding the above, Purchaser shall be entitled to conduct any and all backgrounds checks, criminal checks, tests, and interviews of County Employees required by law to determine the suitability of persons seeking employment in health care.

For purposes of this section, good standing means that, at a minimum, an Employee (a) is employed full-time at the Hospital; (b) was employed by the County from six months prior to the Contract Date through and including the Closing Date; (c) has passed any legally-mandated background checks, (d) has all licenses and permits required for the relevant position and no such license or permit is expired, suspended, or terminated; (e) has never been disciplined for neglect of duty, misconduct, misappropriation or insubordination related to patient care, or any offense that might reasonably be expected to lead to termination; (1) is not currently on suspension or does not currently have a pending disciplinary action for reasons related to patient care or any offense that might reasonably be expected to lead to termination; (g) has never been convicted of a felony; (h) has not been excluded from Medicare, Medicaid, or any other federal or state health care program; and (i) is approved to provide services under Medicare, Medicaid or any other federal or state health care program.

It is the Purchaser’s intention to offer the Eligible Employees positions comparable to the positions they held prior to Closing in terms of qualifications for and requirements of the position and the description of duties. Notwithstanding anything to the contrary herein, an Eligible Employee who rejects Purchaser’s offer of employment shall no longer be considered an Eligible Employee under this Section 5.4 and the Purchaser shall have no further obligations regarding such person. For the avoidance of doubt, no County Employee is a party to this Agreement and nothing herein shall be construed to imply that County Employees (including Eligible Employees) have any rights under this Agreement or are entitled to bring any claim under this Agreement.

Section 5.5 Benefits. For a period of one (1) year following the Closing, Purchaser shall waive any probationary period for health benefits for those County Employees hired by Purchaser for positions at the Hospital or at any of Purchaser’s other facilities.

Section 5.6 Employee Files. Within three (3) days following the Closing, the County will tum over to Purchaser the personnel, disciplinary, medical, pension, and other files maintained by the County (the “Employee Files”) concerning the County Employees who have been hired by Purchaser effective as of the Closing Date, subject to a release executed by each employee. Purchaser shall not have access to an Employee’s Fi1es in the absence of a specific release by an employee. Notwithstanding anything herein to the contrary, the County and the Purchaser shall be bound by the HIP AA, and all other Applicable Laws with respect to Employee Files.

During the Due Diligence period, Purchaser may review County Employee Files on reasonable notice, and subject to Purchaser executing a confidentiality agreement, which shall permit Purchaser, its agents and representatives to access the Employee Files on site, and subject also to a release executed by each employee. Unless another arrangement has been made in writing between the County and Purchaser before the Closing, the County will remove from the Hospital as soon as practical, but not more than 10 days after the Closing, any Employee Files relating to the County Employees not hired by Purchaser, and Purchaser will have no further responsibility with regard to the Employee Files.
Section 5.7 Survival. The provisions of Section 5.4 and Section 5.5 shall survive the Closing. In the event of Purchaser’s breach of any provision of Section 5.4 and/or Section 5.5, the County shall be entitled to a suit seeking specific performance and injunctive relief, or, in the alternative, may pursue any other remedy available to the County at law or in equity.

 

ARTICLE VI – HOSPITAL PATIENTS AND RESIDENTS

Section 6.1 Mission Statement. Purchaser shall formulate and make public a mission statement for the Hospital setting forth Purchaser’s commitment to maintain the Hospital’s history of service to indigent Union County residents by continuing to accept and admit Patients and Residents under the Medicaid program, and not discriminating against Medicaid or other indigent patients in favor of those funded by Medicare or private-pay patients. In its operation of the Hospital, Purchaser shall provide no less than the percentage of Medicaid and or other indigent patient beds mandated by the current Certificates of Need or any modification of them as may be issued to Purchaser by DOH and/or DHS. In the event that Purchaser makes application to DOH and/or DHS for modifications to the Certificates of Need, Purchaser shall give notice the County of its application, and shall not challenge the County’s standing to participate in the DOH and/or DHS process in which Purchaser’s application shall be considered. This Section 6.1 shall survive the Closing. In the event of Purchaser’s breach of any provision of this Section 6.1, the County shall be entitled to a suit seeking specific performance and injunctive relief, or, in the alternative, pursue any other remedy that may be available to the County or the UCIA at law or in equity.

Section 6.2 Hospital Patients and Residents. Purchaser agrees that every person who is a patient (“Patient”) or resident (“Resident”) of the Hospital on the Closing Date shall remain at the Hospital after the Closing Date, and no Patient or Resident shall be transferred by the Purchaser to another facility without the express written consent of the Patient or Resident or his or her legal guardian, unless (i) required by law, or (ii) the resident requires services beyond those services provided to residents by Purchaser. Purchaser specifically acknowledges that in accordance with its obligations to utilize the Hospital as described in this Section 6.2, it shall give preference for admission to Union County residents as against similarly-situated patients who arc not County residents, in such instances in which the number of potential admittees exceeds the number of licensed beds available at the Hospital. This Section 6.2 shall survive the Closing. In the event of Purchaser’s breach of any provision of this Section 6.2, the County shall be entitled to a suit seeking specific performance and injunctive relief, or, in the alternative, pursue any other remedy that may be available to the County or the UCIA at law or in equity.

 

3 Responses to “Protections for Runnells County Employees and Residents”

  1. javagold says:

    Lotz of speling misteaks.

  2. #shinealightonthefoolishness says:

    Lot of lawyer speak for ‘your on your own”. Since turnover poor staffing on nursing home units and 3 residents have died. Residents are not being fed and are dehydrated and state was called in by families. State has already issued deficiencies to center halting new admits til deficiencies have been corrected. Meanwhile on psych units more than 10 percent patronage jobs have been retained people who have no contact with 44 patients. Medical director retained who does not manage patients, hospital administrator, and several supervisors I have not seen. The waste continues.

  3. Elsba says:

    What will the county do with the sale money. Whose pockets will get filled.?