Session Laws

Be it enacted by the Senate and House of Representatives in General Court assembled, and by the authority of the same, as follows:

SECTION 1. The general court finds that the Worcester Health and Hospitals Authority, established by chapter one hundred and eighty-nine of the acts of nineteen hundred and ninety, no longer can serve the purposes for which it was established; that the continuation of health care services and related services at the site of Worcester city hospital is important to the citizens of the Worcester area; that no practical alternative exists to satisfy the financial obligations of the authority except as provided in this act; and that the following provisions are necessary for the health and welfare of the citizens of the Worcester area.

SECTION 2. The city of Worcester, hereinafter referred to as the city, shall convey to the Worcester Health and Hospitals Authority, hereinafter referred to as the authority all its right, title, and interest in and to the real property comprising the site of Worcester city hospital, together with all improvements and fixtures thereon and all rights, easements, and appurtenances thereto, such real property being (1) that portion of Jaques avenue abutting the parcels identified below, and (2) the parcels described in the instruments recorded in the Worcester district registry of deeds as follows: Book 5429, Page 342; Book 4672, Page 6; Book 2906, Page 301; Book 2906, Page 223; Book 2906, Page 230; Book 1747, Page 78; Book 1540, Page 139; Book 2023, Page 124; Book 1540, Page 155, subject to and together with the easements set forth therein; Book 1147, Page 195; Book 1543, Page 488; Book 1855, Page 514; Book 2127, Page 534; Book 2127, Page 533, subject to and together with the easements set forth in Book 8361, Page 280; Book 2129, Page 172, subject to and together with the easements set forth in Book 8361, Page 280; Book 11858, Page 40; Book 861, Page 645; Book 1394, Page 385; Book 12065, Page 61; Book 14092, Page 122; and Book 5073, Page 465; subject to a decree of abandonment in Book 8549, Page 39. Such conveyance shall be made within thirty days after the effective date of this act. At any time before such conveyance, however, the authority may waive its rights to such conveyance under this section, and under section fourteen of chapter one hundred and eighty-nine of the acts of nineteen hundred and ninety, by written notice to the city manager of the city. Upon the recording of such a notice of waiver in the Worcester district registry of deeds, all rights of the authority under this section and under said section fourteen to acquire title to the foregoing real property shall be extinguished forever. If the city timely receives such a notice of waiver, then notwithstanding any other general or special law to the contrary, the city may sell or otherwise transfer to any one or more persons or entities, for such consideration as it decides advisable, all or any portion of the foregoing real property, improvements and fixtures, and rights, easements, and appurtenances. Nothing in this section shall be interpreted as bringing into question the authority's ownership of the buildings and other personal property previously transferred to the authority by the city.

SECTION 3. Notwithstanding any provisions of chapter one hundred and eighty-nine of the acts of nineteen hundred and ninety or chapter thirty B of the General Laws to the contrary, the authority may transfer by sale or otherwise to any one or more persons or entities, for such consideration as it decides advisable, all or any portion of any property and other rights acquired by the authority pursuant to section two of this act and the authority's right, title, and interest in the authority's buildings and its tangible and intangible personal property.

SECTION 4. On or shortly before the date on which the authority's legal existence ends pursuant to section eleven of this act (hereinafter "dissolution date"), the authority shall transfer to the city all of the authority's property which is not transferred to others by the authority pursuant to section three of this act. The authority's transfer to the city shall include, without implied limitation, the authority's then remaining cash, accounts receivable, claims against others, unrestricted trust funds, personnel records, administrative records, and financial records.

SECTION 5. Notwithstanding any provisions of chapter one hundred and eighty-nine of the acts of nineteen hundred and ninety to the contrary, on the dissolution date the city shall assume, without any vote or other action on its part, all debts, claims, suits, judgments, and other liabilities and obligations of every nature then outstanding against the authority, whether liquidated or unliquidated, absolute or contingent, matured or not matured, and whether incurred before, on, or after July first, nineteen hundred and ninety. To the extent possible, the authority shall use its available cash, including without limitation, the proceeds of any sales, settlements, or reimbursements to satisfy its liabilities. On and after the date upon which the city's liability commences under the first sentence of this section, the city shall assume, without any vote or other action on its part, all debts, claims, suits, judgments, and other liabilities and obligations of the authority arising after such date or asserted after such date, whether liquidated or unliquidated, absolute or contingent, matured or not matured. From and after the effective date of this act, the city at its own expense shall defend the authority in every action or proceeding in which the authority is a defendant. In every action or proceeding pending against the authority on the dissolution date, the city shall seek to be substituted for the authority as a party. The city's assumption of liabilities under this section shall not limit in any way the city's right to raise any defense, counterclaim, setoff, or other argument which could have been raised by the authority against such debts, claims, suits, judgments, liabilities, or obligations.

SECTION 6. Notwithstanding any provisions of chapter one hundred and eighty-nine of the acts of nineteen hundred and ninety or chapter thirty-two of the General Laws to the contrary, all past and present employees of the authority who are otherwise eligible shall be eligible to participate in the retirement system of the city, to retire therefrom, and to receive benefits therefrom as if such employees had been employed by the city rather than by the authority, and the liabilities and obligations transferred to the city by section five of this act shall include all liabilities and obligations arising therefrom.

SECTION 7. Notwithstanding any provisions of chapter one hundred and eighty-nine of the acts of nineteen hundred and ninety or chapter one hundred and fifty-two of the General Laws to the contrary, the past and present employees of the authority shall participate in the workers' compensation system operated by the city and shall receive benefits therefrom as if such employees had been employed by the city rather than by the authority, and the liabilities and obligations transferred to the city by section five of this act shall include all liabilities and obligations of the authority in connection with workers' compensation.

SECTION 8. Promptly after the effective date of this act the authority shall transfer to one or more suitable custodians selected by the department of public health all medical records then held by the authority, and thereafter such custodians shall keep and maintain such records as required by law without further cost to the city or the authority.

SECTION 9. (a) No member, administrator, officer, or agent of the authority, hereinafter collectively officer, shall be personally liable for any claim of any nature whatsoever arising in the course of performance of his or her duties for the authority; provided, that the foregoing immunity shall not apply to the extent that its application is forbidden by the constitution of the commonwealth or the United States.

(b) The authority, until the dissolution date, and the city, thereafter, shall defend every officer against every claim asserting personal liability against such officer in connection with the officer's performance of his or her duties for the authority, and such defense shall be provided at no cost to such officer; provided, however, that the public attorney, as defined in chapter two hundred and fifty-eight of the General Laws, determines that the claim arises from any act or omission occurring in the course of the officer's performance of his or her duties and that said officer provides reasonable cooperation to the public attorney in the defense of the claim. If, in the opinion of the public attorney, representation of the officer under this paragraph would result in a conflict of interest, the public attorney shall not be required to represent the officer, but in that event the authority, until the dissolution date, and the city, thereafter, shall reimburse the officer for all reasonable attorney fees and expenses incurred by the officer in his or her defense of the claim; provided, however, that if there is entered against an officer a final judgment determining that the officer violated the civil rights of another intentionally, maliciously, and knowingly, then the authority, until the dissolution date, and the city, thereafter, shall be entitled to reimbursement of any sums expended in the officer's defense.

(c) The authority, until the dissolution date, and the city, thereafter, shall indemnify and save harmless every officer from all personal financial loss and expense, including reasonable attorney fees and expenses, if any, arising out of any claim, demand, suit, or judgment by reason of any act or omission in the course of performance of such officer's duties for the authority, unless such act or omission was an intentional, malicious, and knowing violation of the civil rights of another.

(d) Neither the foregoing provisions of this section nor any other provision of this act shall be interpreted as a restriction or limitation upon any immunities, defenses, or rights of reimbursement or indemnification which are available to any officer under chapter two hundred and fifty-eight of the General Laws or otherwise. This section shall not be interpreted to permit any claims to be brought against the city or the authority which could not have been brought absent this section, excepting only claims by an officer for defense, indemnification, or reimbursement.

SECTION 10. One of the purposes of this act is to ensure the authority's ability to operate its school of nursing until the graduation of its last class in nineteen hundred and ninety-two. The provisions of this act shall be interpreted accordingly.

SECTION 11. If the authority determines by a two-thirds or greater vote of those of its members who are present and voting at a public meeting that it should cease all its operations and that its continued existence is inadvisable, then the authority may by such a vote select the dissolution date. The dissolution date shall be at least thirty days, but not more than sixty days, after such vote. On the dissolution date the authority shall cease to exist.

Within ten days after such vote, the authority shall give written notice of its decision to the secretary of health and human services, the city manager of the city of Worcester, the authority's employees, and those of the authority's creditors with whom it is then doing business. Also within such ten days the authority shall cause to be published in a newspaper of general circulation in the area a notice of its vote. The failure to give any such notice shall not affect the authority's dissolution.

SECTION 12. After the authority establishes the dissolution date pursuant to section eleven of this act, the authority's only function shall be to close its affairs. To this end the authority may (1) continue to employ such personnel and engage such consultants as are reasonably necessary to perform the administrative and financial functions attendant upon closing, including without limitation the filing of cost reports and other reports, (2) engage a professional accounting firm to perform a final audit of its financial records, (3) engage legal counsel to assist in the closing of its affairs, (4) dispose of its property as provided in this act, and (5) take such other actions as are necessary or desirable under the circumstances; provided, however, that the cost of the foregoing matters shall not exceed the sums available to the authority. The authority shall not voluntarily incur any liability exceeding such sums without the prior written consent of the city.

SECTION 13. Notwithstanding the provisions of any general or special law to the contrary, the city is hereby authorized to raise by taxation a sum not to exceed eighteen million five hundred thousand dollars to pay its expenses and liabilities associated with this act, with its ownership of the site comprising Worcester city hospital, and with its operation of said Worcester city Hospital prior to July first, nineteen hundred and ninety, including any necessary costs of demolition of buildings on any property transferred; and, that the city is authorized to appropriate said sum, in equal installments, in each of the fiscal years nineteen hundred and ninety-four to nineteen hundred and ninety-eight, up to the remaining balance of said amount.

SECTION 14. The University of Massachusetts, hereinafter referred to as the university, is authorized to serve as the sole member of a corporation to be formed under chapter one hundred and eighty of the General Laws. Such corporation, hereinafter referred to as the corporation, shall have all the powers permitted under said chapter one hundred and eighty, including without limitation (1) receiving, taking title to, holding, managing, developing, improving, demolishing, renovating, leasing for terms up to fifty years, or otherwise transferring, conveying, or dealing with any real or personal property conveyed or transferred to it, (2) operating, providing, managing, contracting, or otherwise arranging for health services or mental health services, and (3) assisting others, such as Family Health and Social Services Center, Inc., hereinafter referred to as FHSSC, in providing primary health care and other services, and Worcester Area Community Mental Health Center, Inc., hereinafter referred to as WACMHC, in providing substance abuse services and other services. The corporation and its members, directors, and officers shall be entitled to all rights, privileges, and immunities and be subject to all liabilities set forth in said chapter one hundred and eighty; provided, however, that nothing in this act shall be interpreted (1) to require the university to cause the corporation to be formed or (2) to require the corporation, if formed, to acquire any property or to take any other actions identified in this section.

SECTION 15. If the corporation acquires all or any portion of the land and buildings comprising the site of Worcester city hospital, then notwithstanding the provisions of sections forty F to forty I, inclusive, of chapter seven of the General Laws or any other general or special law to the contrary, the commissioner of capital planning and operations on behalf of the university is authorized to lease from the corporation all or any portion of the Worcester city hospital site for any term, including a term that exceeds five years, and to transfer or convey all or any such portion, under such other terms and conditions as the commissioner, with the approval of the university, shall prescribe.

SECTION 16. No transfer of real or personal property authorized or contemplated by this act shall give rise to any claim or action in the nature of fraudulent conveyance or otherwise, by any creditor of either the authority or the city, and all such property shall be exempt from attachment, seizure, levy, and execution, whether in the hands of the authority, the city, the corporation, FHSSC, WACMHC, or any other transferor or transferee. No person or entity which acquires or uses real or personal property pursuant to this act or which provides services at the site of Worcester city hospital shall be held liable for or shall be deemed to have assumed any liability or obligation of the authority or the city.

SECTION 17. Chapter one hundred and eighty-nine of the acts of nineteen hundred and ninety is hereby repealed.

SECTION 18. This act shall be interpreted to satisfy all constitutional requirements.

SECTION 19. If any provision of this act is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions of the act.

SECTION 20. This act shall take effect upon its passage.