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Exhibit C — 1992 Letter Agreement: Inability to Fill Positions

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January 31, 1991

Lucille Swaim
Coordinator of Negotiations
United Federation of Teachers
260 Park Avenue South
New York, New York 10010

Re: 1991 - 1993 Collective Bargaining Agreement between
VNS Home Care and United Federation of Teachers

Dear Ms. Swaim:

This letter is delivered to you with the February 1, 1991 through January 31, 1993 Collective Bargaining Agreement between VNS Home Care ("VNS") and the United Federation of Teachers, Local 2, American Federation of Teachers, AFL-CIO ("Union"), and is to be incorporated as a part thereof.

Effective January 31, 1991, where there has been a long-term inability for a period of six weeks to fill VNS positions for Employees in a particular area of specialization on a Borough/ Program or Department basis (in whole or in part), as applicable, and where VNS has been unable to provide Regular Staff Nurses or Per Diem Nurses, as applicable, from internal or external sources when necessary during said six-week period, Staff Nurses and Per Diem Nurses, as applicable, will be eligible to receive an increase in their base compensation, hourly or per visit rate, as applicable, between three and ten percent (3% - 10%) per bi-weekly pay period, prorated as appropriate, as long as the condition exists. The determination of eligibility and pay rates will be made quarterly by the Administrator or designee, after good faith consultation with the Union, based upon a review of staffing needs, acuity and other criteria as may be appropriate and reasonable. Determinations previously made may be changed by the same procedure of determination with prior good faith consultation with the Union.


Very truly yours,

Denise M. Davin
Vice President for Human Resources and Labor Counsel



By: Carol Raphael By: Sandra Feldman
Chief Executive Officer President
and Administrator

Date: March 8, 1991 Date: March 8, 1991