23-50.16:17 - Assistance by the University; transfer of existing facilities
§ 23-50.16:17. Assistance by the University; transfer of existing facilities.
A. The University is hereby authorized to lease, convey or otherwise transferto the Authority any or all assets and liabilities appearing on the balancesheet of the Medical College of Virginia Hospitals and any or all of thehospital facilities, except real estate which may be leased to the Authorityfor a term not to exceed ninety-nine years, upon such terms as may beapproved by the University.
B. Any transfer of hospital facilities shall be conditioned upon thefollowing:
1. The existence of a binding agreement between the University and theAuthority that requires the Authority to assume, directly or indirectly,those hospital obligations directly related to the hospital facilities, orany parts thereof, that are transferred, which in the case of a lease ofhospital facilities may take the form of rental, as provided in subsection Cof this section, or a combination of assumption and such rental;
2. The existence of a binding agreement between the University and theAuthority that provides that, effective on the transfer date and thereafter,the Authority shall assume responsibility for and shall defend, indemnify andhold harmless the University and its officers and directors with respect to:
a. All liabilities and duties of the University pursuant to contracts,agreements and leases for commodities, services and supplies used by theMedical College of Virginia Hospitals, including property leases;
b. All claims related to the employment relationship between employees of theAuthority and the University on and after the transfer date;
c. All claims for breach of contract resulting from the Authority's action orfailure to act on and after the transfer date; and
d. All claims related to the Authority's errors and omissions, including, butnot limited to, medical malpractice, directors' and officers' liability,workers' compensation, automobile liability, and premises, completedoperations and products liability, resulting from the Authority's action orfailure to act on and after the transfer date; and
3. The existence of a binding agreement between the University and theAuthority by which the Authority shall accept and agree to abide byprovisions that ensure the continued support of the education, research,patient care and public service missions of the Medical College of VirginiaHospitals, specifically including, without limitation:
a. A requirement that the Authority continue to provide emergency andinpatient indigent care services on the Medical College of Virginia campus ofthe University in a location or locations including, without limitation,downtown Richmond; and
b. A requirement that the Authority continue to act as the primary teachingfacility for the Medical College of Virginia School of Medicine and HealthSciences Center of the University.
C. Any lease of hospital facilities, or any parts thereof, from theUniversity to the Authority may include a provision that requires theAuthority to pay the University a rental payment for the hospital facilities,or any parts thereof, that are leased. For those hospital facilities forwhich rental is paid, the rental shall be an amount that may not be less thanthe greater of the following:
1. An amount equal to the debt service accruing during the term of the leaseon all outstanding bonds issued for the purpose of financing the acquisition,construction or improvement of the hospital facilities, or any parts thereof,on which rental is paid; or
2. A nominal amount determined by the parties to be necessary to prevent thelease from being unenforceable because of a lack of consideration.
D. Any lease of hospital facilities, or any parts thereof, shall include aprovision that requires the Authority to continue to support the education,research, patient care and public service missions of the Medical College ofVirginia Hospitals, specifically including, without limitation:
1. A requirement that the Authority continue to provide emergency andinpatient indigent care services on the Medical College of Virginia campus ofthe University in a location or locations including, without limitation,downtown Richmond; and
2. A requirement that the Authority continue to act as the primary teachingfacility for the Medical College of Virginia School of Medicine and HealthSciences Center of the University.
E. All other agencies and officers of the Commonwealth are authorized anddirected to take such actions as may be necessary or desirable in thejudgment of the University to permit such conveyance and the full use andenjoyment of the hospital facilities, including, without limitation, thetransfer of property of any type held in the name of the Commonwealth or someinstrumentality or agency thereof but used by the University in the operationof the hospital facilities.
F. The Authority may pay to or on behalf of the University some or all of thecosts of the hospital facilities. The University may apply some or all ofsuch proceeds to the payment or defeasance of its obligations issued tofinance the hospital facilities, and the Authority may issue its bonds tofinance or refinance such payment to or on behalf of the University.
G. Funds held by or for the University or any predecessor or divisionthereof, specifically including, without limitation, funds held by theUniversity Foundation or the Medical College of Virginia Foundation for thebenefit of the Medical College of Virginia Hospitals or any predecessorthereof, for use in operating, maintaining or constructing hospitalfacilities, providing medical and health sciences education, or conductingmedical or related research may be transferred, in whole or in part, to theAuthority if the University or any foundation determines that the transfer isconsistent with the intended use of the funds. The University may direct inwriting that all or part of the money or property representing its beneficialinterest under a will, trust agreement or other donative instrument bedistributed to the Authority if the University determines that such directionwill further any of the original purposes of the will, trust agreement orother instrument. Such a direction shall not be considered a waiver,disclaimer, renunciation, assignment or disposition of the beneficialinterest by the University. A fiduciary's distribution to the Authoritypursuant to such a written direction from the University shall be deemed adistribution to the University for all purposes relating to the donativeinstrument, and the fiduciary shall have no liability for distributing anymoney or property to the Authority pursuant to such a direction. None of theforegoing shall deprive any court of its jurisdiction to determine whethersuch a distribution is appropriate, under its cy pres powers or otherwise.
(1996, cc. 905, 1046.)