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UW Medicine Counterclaim

UW Medicine Counterclaim

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Published by Dean Radford
This is the UW Medicine response to the lawsuit filed by the Public Hospital District No. 1 Commission
This is the UW Medicine response to the lawsuit filed by the Public Hospital District No. 1 Commission

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Published by: Dean Radford on Nov 17, 2012
Copyright:Attribution Non-commercial

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10/17/2013

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 Answer and Counterclaim - 1
H
ILLIS
C
LARK 
M
ARTIN
&
 
P
ETERSON
P.S.
1221 Second Avenue, Suite 500Seattle, Washington 98101-2925Telephone: (206) 623-1745Facsimile: (206) 623-7789
12345678910111213141516171819202122232425262728T
HE
H
ONORABLE
M
ICHAEL
C.
 
H
AYDEN
 IN THE SUPERIOR COURT OF THE STATE OF WASHINGTONIN AND FOR THE COUNTY OF KINGPUBLIC HOSPITAL DISTRICT NO. 1 OFKING COUNTY,Plaintiff,v.UNIVERSITY OF WASHINGTON; andUW MEDICINE,Defendants.No. 12-2-34486-8 SEA
ANSWER AND COUNTERCLAIM
Defendants, University of Washington and UW Medicine, for their answer to
 plaintiff’
s Complaint for Declaratory Judgment and Injunctive Relief, admit, deny, and allegeas follows:A.
 
Nature of Action1.
 
Defendants admit that Plaintiff filed this action seeking declaratory judgmentand injunctive relief. Defendants deny the remaining allegations contained in paragraph 1 of the Complaint.B.
 
The Parties2.
 
Defendants admit the allegations contained in paragraph 2 of the Complaint.
 
 
 Answer and Counterclaim - 2
H
ILLIS
C
LARK 
M
ARTIN
&
 
P
ETERSON
P.S.
1221 Second Avenue, Suite 500Seattle, Washington 98101-2925Telephone: (206) 623-1745Facsimile: (206) 623-7789
123456789101112131415161718192021222324252627283.
 
Defendants admit the allegations contained in paragraph 3 of the Complaint.C.
 
Jurisdiction and Venue4.
 
Defendants admit venue is appropriate in King County, and admit the Districtis based in King County. Defendants deny declaratory relief or injunctive relief is appropriatein this case.5.
 
Defendants deny the allegations contained in paragraph 5 of the Complaint.D.
 
The Strategic Alliance Agreement6.
 
Defendants admit the first sentence of paragraph 6 of the Complaint.Defendants admit the Agreement is effective until December 31, 2026, and that it may beextended by mutual agreement for two additional fifteen-year periods. Defendants admit theAgreement specifies the permissible circumstances for early termination by the District or theUniversity or both. Defendants deny the remaining allegations contained in paragraph 6 of the Complaint.7.
 
Defendants admit that by signing the Agreement, the District agreed todelegate certain authority to the Board of Trustees
(the “Board”)
for the District HealthcareSystem, including the responsibility for oversight of the day-to-day operations of ValleyMedical Center. At least 10 of the 13 trustees must reside within the District Service Area.Defendants admit sections 3.2 and 3.3 define membership on the Board of Trustees to include
the District’s five elected commissioners, five individuals from the community served by the
District appoi
nted by UW Medicine’s CEO after a nomination process, two individuals whoare present or past members of other UW Medicine boards, and UW Medicine’s CEO or his
designee. Defendants admit the University and the District agreed to provisions for removalof Board members, and agreed Board members who are also District commissioners may be
 
 
 Answer and Counterclaim - 3
H
ILLIS
C
LARK 
M
ARTIN
&
 
P
ETERSON
P.S.
1221 Second Avenue, Suite 500Seattle, Washington 98101-2925Telephone: (206) 623-1745Facsimile: (206) 623-7789
12345678910111213141516171819202122232425262728removed only for cause. Defendants admit the University and the District agreed to a set of bylaws as part of the Agreement, and that those bylaws included standards of conductrequired of all trustees. Defendants deny the remaining allegations in paragraph 7 of theComplaint.8.
 
Defendants admit the day-to-day operations of Valley Medical Center aredelegated to the Valley CEO, and the Valley CEO becomes a member of the UW Medicineleadership team. Defendants deny section 3.8 of the Agreement states the Valley CEO is
“selected by, and accountable to, UW Medicine and not the District’s elected
commissioners,
as stated in the Complaint. The Valley CEO is selected by and accountable to the Board of Trustees, which includes the District commissioners
and other residents of the District’s
Service Area.9.
 
Defendants deny the first sentence of paragraph 9 of the Complaint. TheBylaws were agreed to by both the University and the District as part of the Agreement andwere attached as an exhibit to the Agreement. Defendants admit some bylaws are consideredan integral part of the Agreement, and such bylaws can be changed only with the approval of both the University and the District. Defendants deny the remaining allegation in the secondsentence of paragraph 9. Defendants admit some bylaws may be amended only by a2/3 board vote. Defendants deny sections 4.9 and 4.10 state UW Medicine controls Districtfundraising and marketing. Defendants admit the Board approves an annual budget, but denythe implication that the District commissioners have no role in budgeting. Defendants admitthe District and the University decided to delegate oversight of employment and medical staff to the Board, subject to specific limitations agreed to by both parties. Defendants deny thatsections 3.1, 4.3, 4.4 and 4.12 state the Board
controls
District employment and medical

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