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Tenet Healthcare / Metro Ambulatory - EMPLOYEE LEASING AGREEMENT
EMPLOYEE LEASING AGREEMENT
THIS EMPLOYEE LEASING AGREEMENT (the "Agreement") is entered into effective as of October 15, 1999, by and between Iasis Healthcare Corporation, a Delaware corporation, as successor-in-interest to JLL Hospital, LLC, a Delaware limited liability company (the "Lessee") and Tenet Healthcare Corporation, a Nevada corporation (the "Lessor"); provided, however that OrNda HealthCorp. of Phoenix, Inc., American Medical (Central), Inc. S.C. San Antonio, Inc., Mesa General Hospital Medical Center, Inc., Tenet Texas Employment, Inc., National Medical Services, Inc. and Tenet HealthSystem Medical, Inc. shall each be a party to this Agreement and a Lessor to the extent each employs individuals at any of the Facilities.
WHEREAS, the Lessor has agreed to sell to the Lessee, and the Lessee has agreed to purchase from the Lessor, certain healthcare assets and businesses of the Lessor and its affiliates (the "Facilities") upon the terms and conditions set forth in the Asset Sale Agreement by and between Lessee and Lessor dated as of August 15, 1999 and the Asset Sale Agreement between Odessa Hospital, Ltd. and Lessee dated August 15, 1999 (collectively, "Asset Sale Agreements"); and
WHEREAS, the Lessee desires to retain, and the Lessor desires to provide, the temporary services of the Lessor's work force at the Facilities (the "Facility Employees") in order to continue without interruption the operation of the transferred assets and business following sale of the same by the Lessor to the Lessee, until such time as the Facility Employees shall become employed by Lessee.
NOW THEREFORE, in consideration of the premises and the representations, warranties, covenants, agreements and undertakings hereinafter made, the parties hereby agree as follows:
1. Term. The term of this Agreement shall be from the "Closing Date," as such term is defined in the Asset Sale Agreements, through December 31, 1999.
2. Staffing. Lessor agrees to continue to employ the Facility Employees, and to make the services of such employees available to Lessee, for the term of this Agreement. Subject to Sections 3, 5 and 7 hereof, Lessor will continue to be responsible for all wages, salaries and other compensation, employee benefits, insurance, workers' compensation, employment taxes, withholding, employee-related reporting, filing, and disclosure obligations, compliance with all employment laws, and all other employment-related liabilities for the Facility Employees which arise during the term of this Agreement.
3. Compensation. In exchange for Lessor's provision of staffing services, Lessee shall pay as described below an amount equal to the out-of-pocket costs or expenses (including but not limited to wages, salaries and other compensation, employee benefits, insurance, workers' compensation, employment taxes, withholding, administration, and insurance costs) incurred by Lessor in connection with continued employment of its employees for the term of this Agreement. Lessor shall provide the amount of such out-of -pocket costs or expenses to Lessee by 5:00 p.m. Eastern Time on the Wednesday immediately preceding the payday for the Facility Employees and Lessee shall wire said amount on the following day, Thursday, so as to
ensure that Lessor receives said amount no later than 5:00 p.m. Eastern Time the following day, Thursday, in Lessor's account as designated by Lessor from time to time.
4. Supervision. During the term of this Agreement, Lessor agrees that the Facility Employees will perform such services as may be mutually agreed upon by Lessor and Lessee. Lessee shall not act as an employer with respect to the Facility Employees and shall have no responsibility, authority, or liability as such. Lessor reserves the right and authority, in its capacity as employer, to direct, supervise, and discipline (including hire, retain, and terminate) the Facility Employees. However, Lessee shall be permitted to reasonably request that Lessor release or replace any Facility Employee, which request shall be promptly considered by Lessor. In particular, Lessee shall have the authority to designate tasks to be performed, and shall have the authority to instruct and oversee employees in the manner, means and method of accomplishing such tasks.
5. Compliance. To the extent that Lessor is responsible for any legal liability relating to or arising out of events, occurrences, conditions, actions, or inactions with respect to the Facility Employees during the term of this Agreement, including, without limitation, claims of, for, or relating to employment discrimination, unfair labor practices, wage and hour violations, health and safety violations, workers' compensation, employee benefits, wrongful discharge, tort liability, breach of agreement, or any other violation of sate or federal law or regulation, Lessee agrees to defend, indemnify, and hold harmless Lessor from and against any and all such liabilities; provided, however, that Lessee shall not be required to indemnify Lessor from any liability resulting from Lessor's gross negligence or willful misconduct.
6. Wages and Salaries. Lessor shall pay the Facility Employees such wages, salaries and bonuses, at such rate and at such times as it shall determine from time to time for each Facility Employee, consistent with past employment practices as of the effective date of this Agreement. Subject to Section 3 hereof, all withholding and payroll taxes due with respect to such payments, as well as any other legally required contributions (such as in the nature of social security payments) shall be the sole responsibility of Lessor. Lessee shall not be obligated to pay any wage or salary to the Facility Employees directly, nor shall it be responsible for any withholding taxes or contributions due with respect to such payments.
7. Employee Benefits.
(a) During the term of this Agreement, Lessor shall continue to
maintain its employee benefit and fringe benefit plans, programs and
arrangements in effect at the execution of this Agreement and continue to
provide its employees with such employee benefits and fringe benefits as
authorized and provided pursuant to those plans, programs and arrangements
as of such date, or as thereafter amended, and Lessee shall fully
reimburse Lessor for all benefit costs, including without limitation claim
costs, premium costs and costs of administration paid by Lessor with
respect to all such benefits including, without limitation, the ongoing
costs associated with offering COBRA coverage to any Facility Employees
(or dependent thereof) who terminates employment with Lessor (or otherwise
incurs a qualified event) during the term of this Agreement (collectively,
the "Benefit Costs"). Lessor shall provide the amount of the Benefit Costs
to Lessee for a particular calendar month by 5:00 p.m. Eastern Time on the
day which is
two (2) calendar days prior to the last calendar day of such month (the
"Submittal Date"), and Lessee shall wire said amount on the following
calendar day (the "Pay Date"), so as to ensure that Lessor receives said
amount no later than 5:00 p.m. Eastern Time on the Pay Date, in Lessor's
account as designated from time to time. Notwithstanding the foreg...
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