11.
8. Insurance. Hospital Laundry shall provide at its
expense insurance on the Project, including the building, equipment and vehicles, against loss or damage by fire and lightning,
with the usual extended coverage endorsements as written in
Virginia and general liability insurance covering loss or damage
arising out of its ownership, maintenance or use of the Project,
including the building, equipment and vehicles, as shall be
required by lenders or the underwriters of its Bonds. Hospital
Laundry shall also agree with the Participating Hospitals as to
the responsibility for the maintenance of insurance against losses
arising out of the use of linens, uniforms and disposables, so as
to prevent double insurance by the parties hereto.
9. Commencement of Services. It is expected that the
Project should be in operation on or before January 1, 1976. It is
recognized that Hospital Laundry will not be able to provide com-
plete laundry services to all Participating Hospitals immediately
upon the commencement of operations and the Board shall determine
time when service will be commenced as to the respective
Participating Hospitals by giving 30 days prior written notice
in each case, provided that service to each Participating Hospital
shall commence within 12 months following the initial service to
a Participating Hospital and in no event later than January 1, 1977.
10. Effective Date; Term and Renewal. This agreement
12.
shall be effective upon execution hereof by all the parties
hereto and shall expire on November 1, 1996, provided that in
the event the bonds or other obligations issued to finance the
Project shall previously be retired, this agreement shall expire
at the time of such earlier retirement, or, in the event such
bonds or other obligations shall not have been paid on or before
November 1, 1996, this agreement shall expire at the time such
bonds or other obligations are paid in full.
At least six (6) months prior to the expiration of the
term hereof, each Participating Hospital desiring to renew this
agreement for an additional term of five years shall give written
notice to that effect to Hospital Laundry and all other Partici-
pating Hospitals. This agreement shall then be renewed as to all
Participating Hospitals who have given such notice for a second
term of five years.
11. Events of Default; Remedies.
A. Each of the following events shall constitute
an Event of Default hereunder:
1. If a Participating Hospital shall fail to
pay any statement for services rendered by Hospital Laundry
within twenty (20) days after the date thereof and such failure
shall continue for ten (10) days after written demand by Hospital
Laundry to such Participating Hospital.
13.
2. If Hospital Laundry or a Participating
Hospital shall fail to perform any of its other covenants or
agreements hereunder and such failure shall continue for 30 days
after Hospital Laundry or the Participating Hospital, as the case
may be, shall give written notice to the defaulting party that
such failure will be regarded as a basis for termination of this
agreement as to such Participating Hospital; or
3. If a Participating Hospital shall make an
assignment for the benefit of creditors, or by any action indicates
its approval of, consent to, or acquiescence in, the appointment
of a receiver for such Participating Hospital, or if a receiver
shall be appointed for a Participating Hospital and such appointment shall remain in effect, undismissed, unstayed or unvacated
for thirty (30) days; or if a Participating Hospital shall be
adjudicated a bankrupt, or if any proceeding shall be commenced
by a Participating Hospital relating to the Participating Hospital
under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, conservation, receivership or liquidation
law or statute of any jurisdiction; or if any such proceedings
shall be instituted against a Participating Hospital and shall
remain undismissed for thirty (30) days; or if a Participating
Hospital shall by any action indicate its approval of, consent
to, or acquiescence in, any such proceedings.
14.
B. If one or more of the Events of Default shall
happen and be continuing, Hospital Laundry shall have the right
(i) to cease to render to the defaulting Participating Hospital
any services which Hospital Laundry would be otherwise required
to perform hereunder, (ii) to proceed by suit or suits in equity,
or by action or actions at law, for the specific performance of
any covenant or agreement herein contained, or for the enforcement of any other appropriate legal or equitable remedy, inclu-
ding an injunction to prevent the continued violation of such
agreement, and (iii) by majority action of the Executive Committee
to terminate this agreement with respect to the defaulting Par-
ticipating Hospital, requiring such Participating Hospitals to
make all accrued payments required under this agreement and to
pay the costs and expenses of termination and collection; pro-
vided, that until such time as any indebtedness incurred in
connection with the financing of the Project is paid in full, no
termination shall be effective without the prior written approval
the Authority and any person holding a note of the Authority
issued to finance the Project. All rights and remedies of
Hospital Laundry hereunder shall be cumulative and not alterna-
tive.
15.
12. Excuse for Non-Performance.
A. The commitments of Hospital Laundry and the
Participating Hospitals under this agreement are subject to the
limitation that if by reason of "force majeure" any party is unable
in whole or in part to perform its obligations hereunder, such
party shall not be deemed in default. The term "force majeure"
as used herein shall include without limitation acts of God;
strikes, lockouts or other industrial disturbances; acts of
public enemies; orders of any kind of the government of the
United States or the Commonwealth of Virginia or any of their
departments, agencies or officials, or any civil or military
authority; insurrection; riots; epidemics; landslides, lightning;
earthquake; fire; hurricanes; tornadoes; storms; floods; wash-
outs; droughts; arrests; restraint of government and people; civil
disturbances; explosions, breakage or accident to machinery or
transmission pipes; partial or entire failure of utilities; or
any other cause or event not reasonably within the control of
Hospital Laundry.
B. It is recognized that the Medical College of
Virginia Hospitals is an agency of the State of Virginia and the
operations of any State agency are dependent upon biennial appro-
priations by the General Assembly. Consequently, the obligations
of the Medical College of Virginia Hospitals to pay for services
16.
provided hereunder are conditioned on (1) the receipt of such
services, and (2) continued appropriation of sufficient funds
from the General Assembly to allow the full participation con-
templated hereunder. The Medical College of Virginia Hospitals
in no way contemplates legislative action which will adversely
affect the terms of this agreement.
13. Additional Parties. Other governmental hospitals
may enter into this agreement as additional parties upon such
terms and conditions as shall be provided by the Board of Directors
but subject to any conditions as may be imposed by the Authority.
14. No Implied Waivers. The waiver by any party, or
the failure by any party to claim a breach of any provision of
this agreement shall not be, or be held to be, a waiver of any
subsequent breach, or as affecting in any way the effectiveness
of such provision.
15. Notice. Unless otherwise expressly provided herein,
any notice required or permitted by this agreement, or given in
connection herewith, shall be deemed to be duly given when mailed
certified or registered mail, postage prepaid, addressed to
:he recipient thereof at the address set forth below or at such
other address as may be subsequently designated by any party
hereto to all other parties:
17.
Virginia Hospital Laundry, Inc.
700 Building, 18th Floor
700 East Main Street
Richmond, Virginia 23219
Hopewell Hospital Authority-
John Randolph Hospital
Hopewell, Virginia
Virginia Commonwealth University-
Medical College of Virginia Hospitals
MCV Station
Richmond, Virginia
16. Construction and Validity of Agreement. This agreement cancels and supersedes all previous agreements relating to
the subject matter of this agreement, written or oral, between
the parties hereto and shall not be amended or modified except in
writing signed by each of the parties hereto. This agreement
shall be governed by, and construed and interpreted in accordance
with, the laws of Virginia. If for any reason any provisions
hereof shall be determined to be invalid or unenforceable, the
validity and effect of the other provisions hereof shall not be
affected thereby.
17. Successor and Assigns; Benefit. This agreement
shall inure to the benefit of and be binding upon the parties
hereto, their successors and assigns provided, however, that this
agreement shall not be assigned by any Participating Hospital
18.
without the prior written consent of Hospital Laundry nor by
Hospital Laundry, except insofar as Hospital Laundry may assign
its rights hereunder to secure its indebtedness or that of the
Authority, without the prior written consent of the Participating
Hospitals, and any assignee of this agreement shall have the right
to make further assignment hereof.
IN WITNESS WHEREOF, the parties hereto have executed
this instrument in two or more counterparts as of the day and
year first above written.
19.
MEDICAL COLLEGE OF VIRGINIA HOSPITALS VIRGINIA COMMONWEALTH UNIVERSITY,
VIRGINIA COMMONWEALTH UNIVERSITY,
By
Wyndham B. Blanton, Jr., M. D.
(SEAL) Rector, Board of Visitors
REPORT OF THE UNIVERSITY INTERIM ADMINISTRATIVE COMMITTEE
October 17, 1974
Mr. Temple's Remarks
Mr. Temple assured the Board that the Interim Committee plans to con-
tinue efforts of keeping the momentum of the University going during the next
year. He added that he hoped the committee would function effectively for the
University.
He advised the Board that Drs. Neal, Willett, Woods and himself had
a meeting with Senator Willey on the School of Dentistry budget and the Virginia
Hospital Laundry. Word had come to the Senator that there was an overrun of
$150,000 in the School of Dentistry's budget. The Senator seemed to be con-
vinced on the budget matter.
Mr. Temple explained to the Board the establishment of the Computer
Policy Committee and the expansion of the Academic Center Computer Policy
Committee. As soon as the Computer Policy Committee has met and established
itself, the Interim Committee will make a report to the Board of Visitors.
The matter of Capital Outlay was brought to the Board's attention. Mr.
Temple indicated to the Board that these reports would be due in the Division
of Engineering and Buildings by March 15, 1975. He indicated that this would
be one of the most important activities of the Interim Committee.
Concerning VCU's image, Mr. Temple reported to the Board that the
University plans to host high school and community college counselors for a
two-day program. We hope that this will improve our image.
Mr. Temple informed the Board of two upcoming matters dealing with the
naming of a garden and a chair in orthodontics. He indicated that as soon as
the Building Naming Committee was organized and had met that they would for-
mally present these matters to the Board.
Mr. Temple discussed the Development Plan which will be formally pre-
sented to the Board in November. The Plan will recommend: (1) a proposal for
seeking private funds; (2) will suggest some priorities; (3) will propose a limited
use of consultants; and (4) will discuss how the staff will work with consultants
for maximum results.
At this time, Mr. Temple turned the report over to the two Provosts for
comments on their respective campuses.
Page 2
Dr. Brooke's Remarks
Dr. Brooke gave tentative registration figures for the Fall semester, for
both campuses, and indicated that final figures would be prepared, for submission
to the State Council, within the next ten days. He explained that recent publicity
surrounding the "dropping" of degree programs at Virginia Commonwealth University
involved essentially a relabeling of existing degrees to take into account over-
lapping curricular areas and, in the case of the Department of Mass Communica-
tions, the merger of two departments (Advertising and Journalism) into that one
department.
Dr. Brooke reminded the Board that during the 1973-74 academic year it
had approved Letters of Intent for three new degrees, B. S. in Information Systems,
Masters in Public Administration, and Masters in English - English Education,
and that the final degree proposals were being reviewed within the committee
structure of the University, for subsequent submission to the Board of Visitors.
Dr. Brooke gave a brief summary of the October 9 - 11 meeting of the
American Council on Education, which he attended. He indicated that, within
the conference topic of "The Search for Alternatives," much formal and informal
conversation centered itself around the injurious effect which enrollment patterns,
inflation, and legislative action were having on university budgets; concern for
heavy percentage of tenured faculty; definitions of demonstrably bona fide finan-
cial exigency; with political intrusion into university governance; and with
collective bargaining/unionization. He described the over-all tone of the
meeting as being generally humorless and ranging from subdued to depressed.
Dr. Neal's Remarks
Dr. Neal reported that planning for the new hospital and associated
renovations are well under way with the Supply Building working drawings at
the State Department of Engineering and Buildings. Following the return and
approval of the working drawings of the Supply Building, it will be placed out
for bid on an appropriate schedule. The medical staff is diligently at work on
the plans for the new hospital; Drs. Greenfield and Fallon are working closely
together to optimize all aspects of the hospital for team approach for teaching
as well as patient care.
Dr. Neal indicated that aside from slight hangups with the long line
divisions of AT&T, the conversion of the hospital billing program to Shared
Medical Systems in King of Prussia, Pennsylvania was accomplished satis-
factorily on October 1 and has been functioning extremely well with improvement in moral and job satisfaction with the workers in the hospital billing
office.
Page 3
Dr. Neal's Remarks (con't)
Dr. Neal informed the Board that the 1700 car parking deck is way ahead
of schedule and take over or occupancy is anticipated early in December. Plan-
ning for the heliport is continuing with efforts to locate monies to accomplish this
add on. With the completion of the parking deck it is extremely important to work
with the city to effect an extension of Duval Street to connect with 13th Street to
allow for traffic to have access to and egress from both parking decks. With this
being contemplated on old land fill and adjacent to Richmond-Petersburg Turnpike,
construction costs and associated retaining walls may be extremely costly.
Dr. Neal indicated that the faculty and students of the MCV Campus would
like to express appreciation to the members of the Board of Visitors who were able
to attend the dedication of the addition to Sanger Hall and the enlargement of the
Tompkins-McCaw Library.
Dr. Neal stated that the contract for the continued planning of the HMO
has been reviewed by the administration. The federal agencies have approved
the proposed planning, which is a joint program with Richmond Memorial Hospital.
However, the HEW Office for this region asked that a letter with additional
assurances be provided. It was felt by the administration that some of the re-
quests were inappropriate and the draft letter with some alternatives has been
given to the Attorney General for his comment and review. When this material
has been returned from the Attorney General's Office, it will be brought to the
attention of the Board for their subsequent review.
Dr. Neal noted that the updated Financial Feasibility Study by Booz,
Allen & Hamilton, as it related to the replacement and renovation of the
facilities of the Medical College of Virginia Hospitals, had been received on
October 2, 1974. The sign off and declaration of feasibility was provided after
the University agreed to convert the hospital billing system from the VCU
Computer Center to an outside contractor to assure financial cash flow and
reporting data.
The financial feasibility plan had been presented to the appropriate
agencies in state government, and two meetings had been held with Governor
Godwin and his personal staff. One was attended by Dr. Blanton, Rector, Dr.
Neal and Mr. Temple; the other one by Mr. Temple and Dr. Neal representing
the University. The subject of these two meetings was to explain to the
Governor and his staff the total ramifications of the feasibility study and the
replacement and renovation program. These meetings were requested by the
Governor so that he would have full understanding of the ramifications of his
anticipated sanction on the recertification of financial feasibility. (Should be
noted that the Governor signed the recertification of financial feasibility on
this date.)
Page 4
Dr. Neal's Remarks (con't)
With the Governor's signed concurrence of the financial feasibility,
the Attorney General and bond attorneys were filing the material on the following
date for the "Friendly Suit." As a requirement for the filing of the suit for writ
of mandamus, the Attorney General's Office requested that a resolution by the
Board of Visitors be adopted. The resolution proposed was a reaffirmation by
the full Board to concur with the action of the Executive Committee taken in
July. The attorneys felt that having this in the Board minutes would indicate
an action of good faith and enhance their case.
Dr. Neal handed out information which included:
a. Abstract of the Updated Study of the Final Financial
Feasibility of Replacement and Renovation of Facilities
at the MCV Hospitals.
b. Summary of Phases 1 thru 3 of the Plan for Development
of Financial Management Systems for MCVH.
c. Letter to Dr. Neal, Provost, from Mr. James Reynolds,
Vice President for Health and Medical Division, Booz,
Allen & Hamilton, dated October 10, 1974.
d. Copy of the proposed resolution drafted by the Attorney
General's Office.
Dr. Neal indicated that the administration was recommending to the
Board that the proposal of Booz, Allen & Hamilton to undertake the first three
of the twelve major phases of the financial management plans as identified in
the letter from Booz, Allen & Hamilton on October 10 be undertaken. Dr. Neal
stated that financial arrangements would be reviewed with Booz, Allen &
Hamilton before contracting specifically for this project.
