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Purchase agreement reached

Published April 23. 2010 05:00PM

Carbon County is one step closer to selling Weatherwood, the Carbon County Nursing Home and Rehabilitation Center in Weatherly.

Commissioner William O'Gurek, chairman, announced Thursday, during the weekly meeting of the county commissioners, that the board has "successfully negotiated a definitive agreement with Guardian Elder Care to the degree that both parties have accepted the terms of an asset purchase agreement."

He also revealed that Guardian Elder Care of Brockway, will pay $11,050,000 for the 200-bed facility. The price is $3,050,000 over the initial asking price.

Following the announcement, O'Gurek made a motion to approve the execution of the agreement between the county and Weatherwood's potential buyer. The motion passed unanimously, with the commissioners voicing that they still wish they did not have to make the decision to sell.

The terms of the asset purchase agreement were then read by O'Gurek. They include: all buildings, easements, rights and fixtures, equipment, machinery, tools, maintenance supplies, office equipment, furniture and tangible personal property; as well as inventory and supplies will be turned over to Guardian at the closing of the sale.

Guardian will also obtain the rights to the name "Weatherwood," which they may or may not use.

All records relating to business, including medical records, purchase lists, vendor lists, telephone numbers, and residency agreements will be transferred to the new owner.

The terms of the residency agreements shall remain the same after the sale is finalized. This means that all residents who currently reside at Weatherwood will be transferred to Guardian's care.

All licenses, government approvals and permits, with the exception of the collective bargaining agreement currently in place between Carbon County and Weatherwood's union, will be transferred.

O'Gurek explained that Guardian Elder Care will not use the collective bargaining agreement currently in place, but will negotiate its own terms and conditions of employment with the employees at Weatherwood.

"All six bidders that offered to purchase Weatherwood said that it was not practical or possible to accept the asset purchase agreement with the collective bargaining language," O'Gurek said. "We wanted that of course because we thought that was something we negotiated in the past with the employees, but none of those companies, including Guardian, wanted to accept the contract.

"Basically it comes down to this," O'Gurek said. "They say 'we're going to pay you $11 million to buy a nursing home that's losing $3 million and you want us to run it the way you ran it?' Guardian is paying good money for this and they need to determine the best way to negotiate a contract to run the facility."

He added that officials at Guardian have indicated that they plan to conduct a market analysis of nursing homes in the region to determine if the salaries that employees are currently getting are fair or if they need to be adjusted. They also will look at all operations of the facility, assess the numbers and positions, and make offers of employment to all employees that they see fit.

After all terms and conditions of a new agreement are created by Guardian, Carbon officials plan to meet with the union to address issues relative to employee rights, including paid time off, personal time, sick time, and vacation time.

"The asset purchase agreement makes it certain that employees will get the benefit of their date of hire for benefit purposes," O'Gurek said. "If an employee had 15 years with the county, they will have 15 years under Guardian as well."

The sale means that over 200 employees at Weatherwood will be affected.

While it is not certain, the commissioners believe that everyone at the nursing home will be offered a job.

Guardian now has 60 days to secure licensing from the Department of Health, make sure no interruption of coverage in Medicare and Medicaid patients will occur as a result of the sale, and look through all aspects of the agreement.

After the 60-day period is over, O'Gurek explained, Guardian Elder Care will have the right to withdraw its purchase option "if anything materially is discovered to be different from what the county has represented to them."

The official closing date of the sale is scheduled for June 30.

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