Whereas, The deferred operation of this act would tend to defeat its purpose, which is to immediately establish an authority to operate the Worcester City Hospital, therefore it is hereby declared to be an emergency law, necessary for the immediate preservation of the public convenience.
Be it enacted by the Senate and House of Representatives
in General Court assembled, and by the authority of the same,
SECTION 1. Chapter two hundred and sixty-six of the acts of nineteen hundred and fifty-three providing for the consolidation of the Worcester City Hospital and the Belmont Hospital in the city of Worcester is hereby repealed.
SECTION 2. It is hereby declared that a hospital authority is established, hereinafter called "the authority", in the city of Worcester to care for and treat individuals requiring such services now provided by Worcester City Hospital or such other health related services that they provide in the future to individuals at Worcester City Hospital or in any other health care settings as the authority may establish.
SECTION 3. The authority is hereby established as a public body corporate a politic and political subdivision of the Commonwealth to be known as the Worcester health and hospitals authority. The authority shall own, maintain and operate the Worcester City Hospital and any other facilities which may be established, acquired, or received through gift or transfer in accordance with the powers conferred by this act. All health care and health care related activities performed by the authority shall be considered essential government functions.
SECTION 4. The authority shall be managed, controlled and governed by five members, two of whom shall be appointed by the Worcester city manager, subject to confirmation by the Worcester city council, and two of whom shall be appointed by the secretary of human services. Within fourteen days of their appointments, the four members so appointed shall elect either on an interim basis or for a four year term a fifth member who shall be knowledgeable in the area of health care and the administration of public charitable health care facilities. The authority shall appoint an administrator who shall be familiar with both health care and the administration of public charitable health care facilities. The administrator shall be sworn to the faithful performance of his duties and shall be the chief administrative and executive officer of the authority. Until such time as the administrator is qualified and takes office, the current acting administrator of the Worcester City Hospital shall assume the duties of the administrator with the powers necessary to carry out this act. Of the two members appointed by the city manager, one member shall serve a one year term and the other shall serve a three year term. Of the members appointed by the secretary of human services, one member shall serve a two year term and the other shall serve a four year term. Thereafter, all such members shall serve a four year term. No member shall serve a term of more than eight years. The city manager shall not appoint any individual to serve on the authority unless such individual is eligible to serve a full four year term, except when such appointment is to fill the remaining term of a member who is no longer on said authority. Any member may be removed by the appointing authority at any time for cause. Members of the authority are excluded from future service with the authority as administrator other than in an interim or acting capacity for a period not to exceed twelve months.
SECTION 5. The authority shall hold at least six meetings each calendar year and a majority of the members shall constitute a quorum for each meeting. The authority shall hold at least one of the above six meetings in January and shall designate this meeting as the authority's annual meeting.
SECTION 6. The authority members shall elect a chairman, vice chairman, secretary and treasurer who shall serve for a term of one year or until their successors are elected. Such elections shall initially take place at the first meeting of the authority. Subsequent elections shall take place at the authority's annual meeting and shall be based on a list of candidates proposed by the authority's nominating committee.
SECTION 7. The authority shall have the following standing committees: executive, nominating, finance, medical and personnel. Each committee shall have at least three voting members. The administrator shall serve as an ex officio non-voting member of each standing committee. The authority may elect to establish additional standing committees. Appointments to all standing committees shall be made by the chair.
SECTION 8. The chairman shall preside at the meeting of the authority. The chairman shall execute and deliver for, on behalf of and in the name of the authority, all instruments which may be required for the proper prosecution of its business. The authority may, by vote, delegate this function to the administrator. In the absence or inability of the chair to perform his duties, such duties shall be performed by the vice chairman and, in his absence, by the treasurer. The secretary shall attend all of the authority's meetings and shall record the proceedings thereof in a book provided for such purpose. The treasurer shall attend all of the authority's meetings and, acting on behalf of and with the permission of the authority, shall have custody of the funds of the authority, shall keep and maintain complete records of all financial transactions and shall carry a complete record of all accounts. Said treasurer shall cause books to be kept containing a detailed account of all funds received and expended and shall make quarterly reports to the authority of all funds so received and so expended. The authority may make such other rules of procedure as it deems appropriate.
SECTION 9. The authority shall have the general management, oversight and control of the facility now known as Worcester City Hospital and other related health care activities and any branches thereof which have been or may hereafter be established and of the expenditure of the money budgeted for the operation thereof. In addition to the administrator, the authority may hire such other employees, assistant administrators and subordinate officers as it may deem necessary or expedient. The authority shall establish, implement and publish a salary structure for all its employees. Said authority shall establish and enforce all necessary rules and regulations for the administration, governance and operation of all facilities under its control. Said authority shall ensure that all such steps and measures are taken to ensure compliance with all appropriate regulatory agencies which govern the activities of facilities controlled by said authority. Said authority shall have charge and control of all its financial receipts and expenditures. Further, said authority shall have the following powers and duties:
1. to adopt a seal, and the engraved or printed facsimile of such seal appearing on any bond, note or other instrument of the authority shall have the same effect as though such seal were impressed thereon;
2. to sue and be sued, by only to the same extent and upon the same conditions that a city or town may sue or be sued;
3. with its own funds to acquire by purchase, gift or eminent domain under chapter seventy-nine, chapter seventy-nine A or chapter eighty A of the General Laws or by lease or otherwise, land or buildings or interests in land, air or water for the purposes of the authority and to plan, design, acquire, construct, reconstruct, improve, extend, equip, repair, maintain and operate health care facilities which may include but not be limited to hospitals, urgent care centers, surgical day care centers, ambulance programs, schools of nursing, psychiatric centers, nursing homes, health maintenance organizations, geriatric facilities and sheltered living facilities as such terms are defined in section one of chapter one hundred and twenty-one B of the General Laws, and community facilities designed to meet the needs of the elderly and to acquire the personal property necessary in connection with operation of the foregoing;
4. to dispose of any real or personal property of the authority, which is no longer needed for its purposes, by sale or otherwise; provided, however, that no real property shall be disposed of by the authority unless by majority vote and, provided further, that the city of Worcester shall be given first preference on such sales of either real or personal property;
5. to maintain an office at such place or places as the authority may determine;
6. to receive and disburse funds for any of the authority's purposes and to maintain financial reserves;
7. to appoint such boards of trustees for any or all of the facilities under its control as it deems necessary and appropriate;
8. to receive and apply for grants or gifts for authority purposes;
9. to make and enforce such rules and regulations as may, in the judgment of the authority, be necessary for the efficient operation, control and supervision of any health care facility or related activity within its jurisdiction and for accomplishing the purposes of this act;
10. to issue temporary notes, from time to time, in the name of and upon the full faith and credit of the authority, in anticipation of revenue to be received from any source, in an amount not to exceed two million dollars at any time, and in such greater amount as may be approved, from time to time, by a majority vote of the authority; provided, however, that the aggregate amount of notes outstanding at any time shall not exceed one-half of the authority's ordinary operating revenues of the previous fiscal year. For the authority's first year of operation this limit shall be set at twenty million dollars. The proceeds of such notes shall be used to pay current operating expenses only but no purchasers of such notes shall be in any way responsible for the proper application of such proceeds. Each such loan shall be payable no later than three years from its date of issue. Temporary notes issued under this clause for shorter periods than permitted hereby may be refunded, from time to time, by issue of other temporary notes maturing within the required period. Temporary notes may be issued pursuant to this clause by the chairman and treasurer and said chairman and treasurer shall determine the form, interest rate and other details of such notes and shall sign such notes;
11. to employ and fix the compensation of such engineers, attorneys, accountants, financial experts, contractors, physicians, superintendents, managers and such other employees and agents as it may deem necessary or incidental to the performance of its duties and the execution of its powers under this act;
12. to enter into agreement with the federal government or other lenders for the borrowing of funds for any project which the authority is authorized to undertake, and containing such covenants, terms and conditions, as the authority may deem desirable, but not to exceed a term of thirty years, and pursuant to any such agreement, to borrow funds from the federal government or any qualified lender upon the security of the bonds, notes or other evidences of indebtedness, and to secure the same by mortgages upon property held or to be held by it or by pledge of its revenues;
13. to borrow funds to repay debts incurred by Worcester City Hospital prior to July first, nineteen hundred and ninety;
14. to organize and control the activities of such nonprofit corporations as may be necessary and appropriate to receive loans and grants from the federal and state government or from any nonprofit agency for the purposes of this act; provided, however, that the trustees of any such nonprofit corporations shall be appointed by a majority vote of the authority and may be removed as trustees of such nonprofit corporations at any time without cause by a majority vote of the authority;
15. to select an independent certified public accountant to perform an annual audit of the authority's books and accounts and to make a report of such accountant's findings and opinions at the annual meeting of the authority. Such independent certified public accountant shall not serve as the authority's auditor for a term of more than five consecutive years;
16. to perform all internal audits of the authority's books, accounts, records and procedures to verify said authority's compliance with governing internal and external rules and regulations;
17. to establish accounts with banks for receipt and disbursement of funds by the authority;
18. to do all acts and things necessary for the procurement of goods, supplies and services in accordance with applicable state and federal law;
19. to purchase services, including, but not limited to, auditing, treasury, purchasing, personnel, retirement, health and other insurance services from the city of Worcester until such services are established by the authority. The authority shall establish such services no later than July first, nineteen hundred and ninety-two;
20. to file with the appropriate state agency pursuant to section one hundred and one of chapter six A of the General Laws to seek financial relief;
21. to appoint, within forty-five days of the passage of this act, a community need determination committee, of which the chairman of the authority shall serve as chairman, composed of the authority's chairman, the chairman of the Worcester city council's committee of health, an appointee of the commissioner of public health, the city manager of the city of Worcester, a physician with privileges at Worcester City Hospital, a local representative of the elderly, a local member of the business community, a member of a collective bargaining unit at Worcester City Hospital, a nurse employed at Worcester City Hospital and a community health center director. Such committee shall hold at least one public hearing within sixty days of its appointment to determine the need for and appropriate mission of Worcester City Hospital, considering all other public and health uses for Worcester City Hospital. A report on each hearing shall be filed with the appropriate state agency pursuant to the provisions of section one hundred and one of chapter six A of the General Laws. This committee shall be considered the community need determination committee referred to in said section one hundred and one of said chapter six A;
22. the authority shall develop and submit a plan of action for future health care and related operations to the appropriate state agency. Such plan of action, as established pursuant to the provisions of clause (6) of paragraph (e) of said section one hundred and one of said chapter six A, at a minimum, shall consider the health care needs of the citizens of the city of Worcester who rely on Worcester City Hospital and the interest of Worcester City Hospital employees. The authority shall fully comply with paragraph (f) of said section one hundred and one of said chapter six A and in addition all other applicable statutes. The authority shall retain the right to withdraw its application for financial relief from the agency at any time subject to said section one hundred and one of said chapter six A. Also, the department of public health is hereby authorized and empowered to accept gifts, donations or contributions from any public or private source for the purpose of assisting the authority in establishing the health care service needs of the citizens of Worcester and in the development of a plan of action for the authority as established in clause (6) of paragraph (e) of section one hundred and one of chapter six A. Said department is authorized to secure and expend an amount not to exceed fifty thousand dollars pursuant to this authorization. The department may enter into such contract and any other arrangements as are necessary to carry out the purpose of this section;
23. to do all acts and things necessary or convenient to carry out the provisions of this act;
SECTION 10. Any bonds, notes, or certificates of indebtedness of the authority, in the absence of an express recital to the contrary on the face thereof, shall constitute negotiable instruments for all purposes. They may be payable from income of the authority or constitute a general obligation thereof, may be sold at, above or below par, at public or private sale, may mature at such time or times, may be secured in such manner, may contain such other covenants, terms or conditions, but not to exceed a term of thirty years, not inconsistent with law, may be executed by such officers, and may be issued with or without the corporate seal, all as may be authorized either by vote of the authority or by the officers to whom the power to determine any or all the matters set forth in this sentence may be expressly delegated by vote of the authority. The engraved or printed facsimile of the seal of the authority on its bonds, notes, or certificates of indebtedness shall have the same validity and effect as if such seal were impressed thereon. Whenever, a bond, note or certificate of indebtedness is required to bear the signature of two or more officers, it shall be sufficient if the signature of any one of such officers upon such instrument is a written signature and the remaining signature or signatures are engraved, printed, or stamped facsimile signatures; provided, that each officer whose facsimile signature appears on such instrument has, by a writing bearing his written signature and filed in the office of the secretary of the authority, authorized the officer whose written signature appears on such instrument to cause such facsimile to be placed thereon. The facsimile signature of any officer so engraved, printed or stamped thereon shall have the same validity and effect as his written signature. In case any officer whose signature or a facsimile thereof appears on any notes, bonds, or coupons shall cease to be such officer before the delivery of such notes or bonds, such signature or facsimile shall nevertheless be valid and sufficient for all purposes as if he had remained in office until such delivery. The bond, notes, certificates of indebtedness and temporary notes of the authority issued under this act under clauses 10, 12 and 14 of section eight, their transfer and the income therefrom, including any profit made on the sale thereof, shall at all times be free from taxation within the commonwealth. The bonds of the authority issued under this act shall be legal investments for the the deposits and the income derived therefrom of savings banks, for the trust funds of trust companies, for the capital and other funds of insurance companies, and for funds over which the commonwealth has exclusive control.
SECTION 11. For purposes of this act, the authority may from time to time issue bonds or notes not to exceed thirty million dollars. Such bonds or notes shall bear on their face the words:- Worcester Health and Hospitals Authority, Act of 1990. Each authorized issue shall constitute a separate loan, and such loans shall be paid in not more than thirty years from the original date of issue of the initial loan. The proceeds of such bonds or notes shall be paid over to the treasurer of the authority to be used for the purposes of this act upon such terms and conditions as the authority shall state.
SECTION 12. The authority, in all its parts and its locations, shall be exempt from any and all state and local taxes.
SECTION 13. This act shall be construed in all respects to meet constitutional requirements. If any provision is held invalid in any circumstances, such invalidity shall not affect any other provision or circumstance. In carrying out this act, all things shall be done which are necessary to meet constitutional requirements, whether or not such things are otherwise required by statute.
SECTION 14. The city of Worcester shall transfer or assign to the authority and the authority shall assume all of the assets and liabilities currently controlled or occupied or which have been incurred by Worcester City Hospital, together with all contracts, obligations, claims and causes of action in effect with Worcester City Hospital at the time of the passage of this act. Notwithstanding the above, the city of Worcester shall retain, to prosecute and receive any damages, costs and fees awarded to said city in the Civil Number N90-40012-XX currently pending in the United States District Court. Should the authority ever cease to operate, the assets of the authority would be sold to liquidate any outstanding indebtedness and any surplus from such sale after the payment of debts of the authority shall be given to the city of Worcester. In any event, the city of Worcester would not be responsible for debts which exceed the assets of the authority, incurred on or after the effective date of this act.
SECTION 15. Any bonds, interim receipts, temporary bonds and revenue funding bonds issued under the provisions of this act shall not be deemed to constitute a debt of the city of Worcester or the commonwealth or a pledge of faith and credit of the city of Worcester or the commonwealth, but all such bonds and interim receipts shall be payable solely from the funds herein provided therefor from revenues. All such bonds and interim receipts shall contain on the face thereof a statement to the effect that neither the city of Worcester nor the commonwealth shall be obliged to pay the same or the interest thereon and that neither the faith and credit nor the taxing power of the city of Worcester or the commonwealth is pledged to the payment of the principal or the interest on such bonds and interim receipts.
All expenses incurred in carrying out the provisions of this act shall be payable solely from funds provided under the authority of this act, and no liability or obligations shall be incurred by the authority hereunder beyond the extent to which monies shall have been provided under the provisions of this act.
Notwithstanding the above, the city of Worcester shall act as the guarantor of up to fifteen million dollars of debt to be issued by the authority. The proceeds of such debt issued by the authority can only be used to repay debts owed to medicare as of July first, nineteen hundred and ninety. Any indebtedness guaranteed by the city of Worcester under this section shall be outside the statutory limit of indebtedness of the city of Worcester described in section ten of chapter forty-four of the General Laws, exclusive of the limitation contained in the first paragraph of section seven of said chapter.
SECTION 16. All employees of Worcester City Hospital at the time of passage of this act shall immediately become employees of the authority.
SECTION 17. Each union acting as a collective bargaining agent for employees at Worcester City Hospital shall be recognized as the collective bargaining agent for the employees they currently represent, by the authority upon passage of this act.
SECTION 18. For purposes of chapter one hundred and fifty E of the General Laws, the administrator shall be considered the chief executive officer responsible for the negotiating and signing of all collective bargaining agreements.
SECTION 19. All licenses, permits, and approvals, currently issued by state and local authorities relating to the activities and functions at Worcester City Hospital shall be transferred to the name of the Worcester Health and Hospitals Authority, upon the effective date of this act.
SECTION 20. This act shall take effect as of July first, nineteen hundred and ninety.