Wisconsin Legislature: 27,6301

231.01 (5) (a) 6. The University of Wisconsin Hospitals and Clinics Authority.

27,6297b Section 6297b. 231.13 (2) of the statutes is amended to read:

231.13 (2) The authority shall pledge the revenues derived and to be derived from a project and other related health facilities, educational facilities or child care centers for the purposes specified in sub. (1), and additional bonds may be issued which may rank on a parity with other bonds relating to the project to the extent and on the terms and conditions provided in the bond resolution. Such pledge shall be valid and binding from the time when the pledge is made, the revenues so pledged by the authority shall immediately be subject to the lien of such pledge without any physical delivery thereof or further act and the lien of any such pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the authority, irrespective of whether such parties have notice thereof. Neither the bond resolution nor any financing statement, continuation statement or other instrument by which a pledge is created or by which the authority's interest in revenues is assigned need be filed or recorded in any public records in order to perfect the lien thereof as against 3rd parties, except that a copy thereof shall be filed in the records of the authority and with the secretary of state department of financial institutions.

27,6298 Section 6298 . 231.20 of the statutes is amended to read:

231.20 Waiver of construction and bidding requirements. In exercising its powers under s. 101.12, the department of industry, labor and human relations development or any city, village, town or county may, within its discretion for proper cause shown, waive any particular requirements relating to public buildings, structures, grounds, works and improvements imposed by law upon projects under this chapter; the requirements of s. 101.13 may not be waived, however. If, however, the prospective lessee so requests in writing, the authority shall, through the participating health institution, participating educational institution or participating child care provider as its agent, call for construction bids in such manner as is determined by the authority with the approval of the lessee.

27,6299 Section 6299 . 231.35 (3) (intro.) of the statutes is amended to read:

231.35 (3) (intro.) Subject to sub. (4), the authority may guarantee a loan under this section that is made on or before the effective date of this subsection .... [revisor inserts date], if all of the following apply:

27,6300 Section 6300 . 231.35 (6) (b) of the statutes is amended to read:

231.35 (6) (b) The authority may use money from the rural hospital loan fund to guarantee loans that it makes made for the purposes described in sub. (3) (b), if the authority sets out the terms and conditions of the guarantee in a guarantee agreement that complies with the rules promulgated by the department of development under sub. (7) (b).

27,6301 Section 6301 . Chapter 233 of the statutes is created to read:

Chapter 233
University of Wisconsin
hospitals and Clinics authority

233.01 Definitions. In this chapter:

(1) “Authority" means the University of Wisconsin Hospitals and Clinics Authority.

(2) “Board of directors" means the governing board of the authority.

(3) “Board of regents" means the board of regents of the University of Wisconsin System.

(4) “Bond" means a bond, note or other obligation of the authority issued under this chapter, including any refunding bond, other than the lease agreement or indebtedness described under s. 233.03 (12).

(5) “Bond resolution" means a resolution of the board of directors authorizing the issuance of, or providing terms and conditions related to, bonds and includes, where appropriate, any trust agreement, trust indenture, indenture of mortgage or deed of trust providing terms and conditions for bonds.

(6) “Lease agreement" means the lease agreement that is required to be entered into between the board of directors and the board of regents under s. 233.04 (7) or a lease agreement that is entered into between the board of directors and the board of regents under s. 233.04 (7g).

(7) “On-campus facilities" means facilities that are located on land owned by the state, that are under the control of the board of regents and that are primarily related to the operation of the University of Wisconsin Hospitals and Clinics and its related services.

233.02 University of Wisconsin Hospitals and Clinics Authority: creation; organization of board of directors. (1) There is created a public body corporate and politic to be known as the “University of Wisconsin Hospitals and Clinics Authority". The board of directors shall consist of the following members:

(a) Three members nominated by the governor, and with the advice and consent of the senate appointed, for 3-year terms.

(b) Three members of the board of regents appointed by the president of the board of regents.

(d) The dean of the University of Wisconsin-Madison Medical School.

(e) A chairperson of a department at the University of Wisconsin-Madison Medical School, appointed by the chancellor of the University of Wisconsin-Madison.

(f) A faculty member of a University of Wisconsin-Madison health professions school, other than the University of Wisconsin-Madison Medical School, appointed by the chancellor of the University of Wisconsin-Madison.

(g) The secretary of administration or his or her designee.

(h) Two nonvoting members appointed by the governor, one of whom shall be an employe or a representative of a labor organization recognized or certified to represent employes in one of the collective bargaining units specified in s. 111.05 (5) (a) and one of whom shall be an employe or a representative of a labor organization recognized or certified to represent employes in one of the collective bargaining units specified in s. 111.825 (1m).

(2) A vacancy on the board of directors shall be filled in the same manner as the original appointment to the board of directors for the remainder of the unexpired term, if any.

(3) A member of the board of directors may not be compensated for his or her services but shall be reimbursed for actual and necessary expenses, including travel expenses, incurred in the performance of his or her duties.

(4) No cause of action of any nature may arise against and no civil liability may be imposed upon a member of the board of directors for any act or omission in the performance of his or her powers and duties under this chapter, unless the person asserting liability proves that the act or omission constitutes wilful misconduct.

(8) The members of the board of directors shall annually elect a chairperson and may elect other officers as they consider appropriate. Six voting members of the board of directors constitute a quorum for the purpose of conducting the business and exercising the powers of the authority, notwithstanding the existence of any vacancy. The members of the board of directors specified under sub. (1) (c) and (g) may not be the chairperson of the board of directors for purposes of 1995 Wisconsin Act .... (this act), section 9159 (2). The board of directors may take action upon a vote of a majority of the members present, unless the bylaws of the authority require a larger number.

(9) The board of directors shall appoint a chief executive officer who shall not be a member of the board of directors and who shall serve at the pleasure of the board of directors. The chief executive officer shall receive such compensation as the board of directors fixes. The chief executive officer or other person designated by resolution of the board of directors shall keep a record of the proceedings of the authority and shall be custodian of all books, documents and papers filed with the authority, the minute book or journal of the authority and its official seal. The chief executive officer or other person may cause copies to be made of all minutes and other records and documents of the authority and may give certificates under the official seal of the authority to the effect that such copies are true copies, and all persons dealing with the authority may rely upon such certificates.

233.03 Powers of authority. The authority shall have all the powers necessary or convenient to carry out the purposes and provisions of this chapter. In addition to all other powers granted by this chapter, the authority may:

(1) Adopt bylaws and policies and procedures for the regulation of its affairs and the conduct of its business.

(2) Sue and be sued; have a seal and alter the seal at pleasure; have perpetual existence; maintain an office; negotiate and enter into leases; accept gifts or grants, but not including research grants in which the grant investigator is an employe of the board of regents; accept bequests or loans; accept and comply with any lawful conditions attached to federal financial assistance; and make and execute other instruments necessary or convenient to the exercise of the powers of the authority.

(5) Procure insurance on its debt obligations.

(7) Subject to ss. 233.04 (4) to (4r) and 233.10 and ch. 40 and 1995 Wisconsin Act .... (this act), section 9159 (4), and the duty to engage in collective bargaining with employes in a collective bargaining unit for which a representative is recognized or certified under subch. V of ch. 111, employ any agent, employe or special advisor that the authority finds necessary and fix his or her compensation and provide any employe benefits, including an employe pension plan.

(8) Appoint any technical or professional advisory committee that the authority finds necessary and define the duties, and provide reimbursement for the expenses, of the committee.

(9) (a) With any other person, establish, govern and participate in the operation and financing of any corporation or partnership that provides health-related services, if the articles of incorporation of any such corporation conform with par. (b) and if the corporation or partnership provides the secretary of administration, the legislative fiscal bureau and the legislative audit bureau access to examine any books, records or other documents maintained by the corporation or partnership and relating to its expenditures, revenues, operations or structure. The authority may provide administrative and financial services to any such corporation or partnership.

(b) The articles of incorporation of any corporation under par. (a) shall provide that the secretary of administration, the legislative fiscal bureau and the legislative audit bureau have the access required under par. (a).

(10) Enter into procurement contracts with the board of regents or joint contracts with the board of regents for procurements from 3rd parties and may enter into other contracts, rental agreements and cooperative agreements and other necessary arrangements with the board of regents which may be necessary and convenient for the missions, purposes, objects and uses of the authority authorized by law.

(11) Issue bonds in accordance with ss. 233.20 to 233.27.

(12) Seek financing from, and incur indebtedness to, the Wisconsin Health and Educational Facilities Authority.

(13) Construct or improve facilities that are on state-owned land, if approval requirements under s. 16.85 (14) are met and if the state agency having authority to approve construction or improvement projects on the land approves the project.

(15) Acquire, design, construct or improve any facility that is not located on state-owned land.

(16) Buy, sell and lease real estate.

233.04 Duties of authority. The authority shall do all of the following:

(1) By October 1, 1997, and annually thereafter, submit to the chief clerk of each house of the legislature under s. 13.172 (2), the president of the board of regents, the secretary of administration and the governor a report on the patient care, education, research and community service activities and accomplishments of the authority and an audited financial statement, certified by an independent auditor, of the authority's operations. The financial statement shall include a separate accounting of the use of the payment under sub. (7) (f).

(2) Subject to subs. (4) to (4r) and s. 233.10, develop and implement a personnel structure and other employment policies for employes of the authority.

(3) Contract for any legal services required for the authority.

(3b) (b) Paragraph (a) does not apply unless a lease agreement under sub. (7) or (7g), an affiliation agreement under sub. (7m) or (7p), and a contractual services agreement under sub. (4) or (4m) are in effect that comply with all applicable requirements of those provisions. In the event any of these agreements are not in effect, the on-campus facilities and all assets and liabilities, tangible personal property, contracts, rules, policies and procedures and pending matters of the authority shall transfer to or otherwise become the obligation of the board of regents.

(4) Subject to 1995 Wisconsin Act .... (this act), section 9159 (2) (k), negotiate and enter into a contractual services agreement with the University of Wisconsin Hospitals and Clinics Board for the provision of services by employes of the University of Wisconsin Hospitals and Clinics Board beginning on June 29, 1996, for an initial period of not more than 2 years. The agreement shall include all of the following:

(a) A provision that requires the authority to make adequate payments to the University of Wisconsin Hospitals and Clinics Board for any services provided under the agreement in advance of their need by the University of Wisconsin Hospitals and Clinics Board to pay its employes for such services.

(b) A provision on a mechanism for the resolution of disputes.

(4m) (a) Submit any modification, extension or renewal of the contractual services agreement under sub. (4) to the joint committee on finance. No extension or renewal of the contractual services agreement may be for a period of more than 2 years. If the cochairpersons of the committee do not notify the authority and the University of Wisconsin Hospitals and Clinics Board that the committee has scheduled a meeting for the purpose of reviewing the modification, extension or renewal of the agreement within 14 working days after the date of the submittal under this paragraph, the modification, extension or renewal of the agreement may be made as proposed by the authority and the University of Wisconsin Hospitals and Clinics Board . If, within 14 working days after the date of the submittal under this paragraph, the cochairpersons of the committee notify the authority and the University of Wisconsin Hospitals and Clinics Board that the committee has scheduled a meeting for the purpose of reviewing the proposed modification, extension or renewal of the agreement, the modification, extension or renewal of the agreement may be made only upon approval of the committee.

(b) If the committee schedules a meeting under par. (a) with respect to an extension or renewal of the agreement and does not approve the agreement, the on-campus facilities and all assets and liabilities, tangible personal property, contracts, rules, policies and procedures and pending matters of the authority shall transfer to or otherwise become the obligation of the board of regents.

(4r) (a) Not contract for those services that are provided to the authority by the University of Wisconsin Hospitals and Clinics Board by state employes in the collective bargaining units specified in s. 111.825 (1m) with any person other than the University of Wisconsin Hospitals and Clinics Board.

(b) The authority shall not employ or retain any person to perform the services specified in par. (a) other than a person employed by the University of Wisconsin Hospitals and Clinics Board.

(5) Establish the authority's annual budget and monitor the fiscal management of the authority.

(6) Procure liability insurance covering its officers, employes and agents and procure insurance against any loss in connection with its property and other assets.

(7) Subject to 1995 Wisconsin Act .... (this act), section 9159 (2) (k), negotiate and enter into a lease agreement with the board of regents to lease the on-campus facilities beginning on June 29, 1996, for an initial period of not more than 5 years. The lease agreement shall include all of the following:

(a) A provision that requires the authority to pay the state an amount determined under this paragraph for the lease of the on-campus facilities that are leased under the agreement. The amount of the rental payment for the on-campus facilities 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 agreement on all outstanding bonds issued by the state for the purpose of financing the acquisition, construction or improvement of on-campus facilities that are leased under the agreement, regardless of whether these bonds are issued before or after the lease agreement is entered into. The definition of “bond" under s. 233.01 (4) does not apply to this subdivision.

2. A nominal amount determined by the parties to be necessary to prevent the lease agreement from being unenforceable because of a lack of consideration.

(b) A provision that requires the authority to conduct its operations in such a way so that it will not adversely affect the exclusion of interest on bonds issued by the state from gross income under 26 USC 103 for federal income tax purposes.

1. Any improvements or modifications made by the authority to on-campus facilities that are leased to the authority under the lease agreement.

2. Any facility that the authority constructs on state-owned land.

(d) A provision that specifies an amount and that exempts any construction or improvement project on state-owned land that costs less than the amount from review and approval under s. 16.85 (14).

(e) Any provision necessary to ensure that the general management and operation of the on-campus facilities are consistent with the mission and responsibilities of the University of Wisconsin System specified in ss. 36.01 and 36.09.

(f) A provision that requires the board of regents to make a payment to the authority on June 28, 1996, equal to the unencumbered balance in the appropriation account under s. 20.285 (1) (kb), 1993 stats., on such date and requires the authority to accept liability for all encumbrances against the appropriation on that date.

(g) A provision that protects the board of regents from all liability associated with the management, operation, use or maintenance of the on-campus facilities. No such provision shall make the authority liable for the acts or omissions of any officer, employe or agent of the board of regents, including any student who is enrolled at an institution or center within the University of Wisconsin System, unless the officer, employe or agent acts at the direction of the authority.

(h) A provision on a mechanism for the resolution of disputes.

(7g) (a) Submit any modification, extension or renewal of the lease agreement under sub. (7) to the joint committee on finance. No extension or renewal of the lease agreement may be for a period of more than 5 years. If the cochairpersons of the committee do not notify the authority and the board of regents that the committee has scheduled a meeting for the purpose of reviewing the modification, extension or renewal of the agreement within 14 working days after the date of the submittal under this paragraph, the modification, extension or renewal of the agreement may be made as proposed by the authority and the board of regents . If, within 14 working days after the date of the submittal under this paragraph, the cochairpersons of the committee notify the authority and the board of regents that the committee has scheduled a meeting for the purpose of reviewing the proposed modification, extension or renewal of the agreement, the modification, extension or renewal of the agreement may be made only upon approval of the committee.

(7m) Subject to 1995 Wisconsin Act .... (this act), section 9159 (2) (k), negotiate and enter into an affiliation agreement with the board of regents. The affiliation agreement shall take effect on June 29, 1996. The initial period of the affiliation agreement shall run concurrently with the initial period of the lease agreement under sub. (7), and the affiliation agreement shall include all of the following:

(a) A provision that ensures the authority retains cash reserves at a level not lower than the level recommended by the independent auditor specified under sub. (1).

(b) Provisions that ensure support of the educational, research and clinical activities of the University of Wisconsin-Madison by the authority.

(c) A provision that requires the development of standards relating to the selection and financing by the authority of any corporation or partnership that provides health-related services. The standards shall be consistent with the missions of the authority and the board of regents.

(d) A provision that requires the board of regents to make reasonable charges for any services provided by the board of regents to the authority.

(e) A provision establishing a mechanism for the resolution of disputes.

(7p) (a) Submit any modification, extension or renewal of the affiliation agreement under sub. (7m) to the joint committee on finance. No extension or renewal of the affiliation agreement may be for a period of more than 5 years. If the cochairpersons of the committee do not notify the authority and the board of regents that the committee has scheduled a meeting for the purpose of reviewing the modification, extension or renewal of the agreement within 14 working days after the date of the submittal under this paragraph, the modification, extension or renewal of the agreement may be made as proposed by the authority and the board of regents . If, within 14 working days after the date of the submittal under this paragraph, the cochairpersons of the committee notify the authority and the board of regents that the committee has scheduled a meeting for the purpose of reviewing the proposed modification, extension or renewal of the agreement, the modification, extension or renewal of the agreement may be made only upon approval of the committee.

(7s) Prior to negotiation of extension or renewal of the initial lease agreement under sub. (7) or the initial affiliation agreement under sub. (7m), notify the legislative audit bureau and cooperate with the bureau in its performance of the audit required under s. 13.94 (1) (o).

(8) Use the building commission as a financial consultant to assist and coordinate the issuance of bonds under this chapter.

(9) Provide, on a monthly basis, the secretary of administration with such financial and statistical information as is required by the secretary of administration.

(10) Operate a poison control center under s. 146.57. If Children's Hospital of Wisconsin in the city of Milwaukee ceases to operate a poison control center under s. 146.57, the authority shall administer a statewide poison control program.

233.10 Appointment of employes; employe compensation and benefits. (1) Subject to s. 233.04 (4) to (4r) and 1995 Wisconsin Act .... (this act), section 9159 (2) and (4), the authority shall employ such employes as it may require and shall determine the qualifications and duties of its employes. Appointments to and promotions in the authority shall be made according to merit and fitness.