A. The University is hereby authorized to lease, convey or otherwise transfer to the Authority any or all assets and liabilities appearing on the balance sheet of the Medical College of Virginia Hospitals and any or all of the hospital facilities, except real estate which may be leased to the Authority for a term not to exceed ninety-nine years, upon such terms as may be approved by the University.
B. Any transfer of hospital facilities shall be conditioned upon the following:
1. The existence of a binding agreement between the University and the Authority that requires the Authority to assume, directly or indirectly, those hospital obligations directly related to the hospital facilities, or any parts thereof, that are transferred, which in the case of a lease of hospital facilities may take the form of rental, as provided in subsection C of this section, or a combination of assumption and such rental;
2. The existence of a binding agreement between the University and the Authority that provides that, effective on the transfer date and thereafter, the Authority shall assume responsibility for and shall defend, indemnify and hold 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 the Medical College of Virginia Hospitals, including property leases;
b. All claims related to the employment relationship between employees of the Authority and the University on and after the transfer date;
c. All claims for breach of contract resulting from the Authority’s action or failure to act on and after the transfer date; and
d. All claims related to the Authority’s errors and omissions, including, but not limited to, medical malpractice, directors’ and officers’ liability, workers’ compensation, automobile liability, and premises, completed operations and products liability, resulting from the Authority’s action or failure to act on and after the transfer date; and
3. The existence of a binding agreement between the University and the Authority by which the Authority shall accept and agree to abide by provisions that ensure the continued support of the education, research, patient care and public service missions of the Medical College of Virginia Hospitals, specifically including, without limitation:
a. A requirement that the Authority continue to provide emergency and inpatient indigent care services on the Medical College of Virginia campus of the University in a location or locations including, without limitation, downtown Richmond; and
b. A requirement that the Authority continue to act as the primary teaching facility for the Medical College of Virginia School of Medicine and Health Sciences Center of the University.
C. Any lease of hospital facilities, or any parts thereof, from the University to the Authority may include a provision that requires the Authority to pay the University a rental payment for the hospital facilities, or any parts thereof, that are leased. For those hospital facilities for which rental is paid, the rental shall be an amount that may not be less than the greater of the following:
1. An amount equal to the debt service accruing during the term of the lease on 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 the lease from being unenforceable because of a lack of consideration.
D. Any lease of hospital facilities, or any parts thereof, shall include a provision that requires the Authority to continue to support the education, research, patient care and public service missions of the Medical College of Virginia Hospitals, specifically including, without limitation:
1. A requirement that the Authority continue to provide emergency and inpatient indigent care services on the Medical College of Virginia campus of the University in a location or locations including, without limitation, downtown Richmond; and
2. A requirement that the Authority continue to act as the primary teaching facility for the Medical College of Virginia School of Medicine and Health Sciences Center of the University.
E. All other agencies and officers of the Commonwealth are authorized and directed to take such actions as may be necessary or desirable in the judgment of the University to permit such conveyance and the full use and enjoyment of the hospital facilities, including, without limitation, the transfer of property of any type held in the name of the Commonwealth or some instrumentality or agency thereof but used by the University in the operation of the hospital facilities.
F. The Authority may pay to or on behalf of the University some or all of the costs of the hospital facilities. The University may apply some or all of such proceeds to the payment or defeasance of its obligations issued to finance the hospital facilities, and the Authority may issue its bonds to finance or refinance such payment to or on behalf of the University.
G. Funds held by or for the University or any predecessor or division thereof, specifically including, without limitation, funds held by the University Foundation or the Medical College of Virginia Foundation for the benefit of the Medical College of Virginia Hospitals or any predecessor thereof, for use in operating, maintaining or constructing hospital facilities, providing medical and health sciences education, or conducting medical or related research may be transferred, in whole or in part, to the Authority if the University or any foundation determines that the transfer is consistent with the intended use of the funds. The University may direct in writing that all or part of the money or property representing its beneficial interest under a will, trust agreement or other donative instrument be distributed to the Authority if the University determines that such direction will further any of the original purposes of the will, trust agreement or other instrument. Such a direction shall not be considered a waiver, disclaimer, renunciation, assignment or disposition of the beneficial interest by the University. A fiduciary’s distribution to the Authority pursuant to such a written direction from the University shall be deemed a distribution to the University for all purposes relating to the donative instrument, and the fiduciary shall have no liability for distributing any money or property to the Authority pursuant to such a direction. None of the foregoing shall deprive any court of its jurisdiction to determine whether such a distribution is appropriate, under its cy pres powers or otherwise.
History
1996, cc. 905, 1046.
