§ 3603. Clifton-Fine health care corporation. 1. (a) There is hereby
created a board to be known as the Clifton-Fine health care corporation
which shall be a body corporate and politic constituting a public
benefit corporation.

(b) The corporation shall be governed by eight voting directors to be
appointed in the following manner as follows: (i) four directors shall
be appointed by the town supervisor of the town of Fine; and (ii) four
directors shall be appointed by the town supervisor of the town of
Clifton, the governing body of each town shall make recommendations to
their respective town supervisor pursuant to the recommendations of the
board of the hospital for the initial directors, and pursuant to the
recommendations of the board of the corporation for subsequent
directors; provided, however, the town supervisors may appoint persons
other than those so recommended. Any director absent for three
successive regular meetings shall be deemed to have resigned from the
board of directors unless said director has submitted in writing to the
chairperson of the board of directors an acceptable reason for said
absences. The first directors shall be appointed for the following terms
from the first day of January, two thousand as follows: one from each
town for a term of one year, one from each town for a term of two years,
one from each town for a term of three years and one from each town for
a term of four years. Subsequent appointments of directors shall be made
in the same manner as set forth in this paragraph and for a term of five
years. All directors shall continue to hold office until their
successors are appointed and qualified. The resignation of any director
shall be filed with the appointing authority and shall be effective when
so filed. Vacancies occurring otherwise than by expiration of term of
office, shall be filled in the same manner as set forth in this
paragraph by the supervisor of the respective town for the unexpired
term. Directors of the board may be removed from office for the same
reasons and in the same manner as may be provided by law for the removal
of officers of a town. The powers of the board shall be vested in and
exercised by the directors as heretofore set forth and the board formed
at a meeting called for said purpose by the chairperson of the existing
board of managers of the Clifton-Fine Hospital.

(c) Each voting director should possess a high degree of experience or
knowledge in relevant fields or a high degree of interest in the
corporation and should reside in either the town of Clifton or the town
of Fine. The appointment of any voting director to the corporation shall
be based in part on the objective of ensuring that the corporation
includes diverse and beneficial perspectives and experience, including,
but not limited to, those of business management, law, finance, medical
and/or other health professionals, health sector workers, and the
patient or consumer perspective.

2. There shall be three non-voting members: one non-voting member
shall be the chief executive officer of the corporation as appointed by
the voting directors of the board; and two other non-voting members who
shall be the town supervisors of the towns of Clifton and Fine. Such
members shall have all of the rights and powers of the voting directors
other than the right and power to vote including, but not limited to,
the right to equal access to information, provided, however, when the
board is acting pursuant to its authority under subdivision four of this
section such chief executive officer may be excluded from such meeting
and access to any information regarding actions of the board pursuant to
such subdivision may be denied to him or her.

3. (a) The voting directors shall by majority vote elect from among
its members annually a chairperson, a vice-chair to serve in the absence
of the chairperson, a secretary and an assistant-secretary to serve in
the absence of the secretary. The first election shall be held at the
time of the first meeting of the members of the board.

(b) The members shall receive no compensation for their services, but
may be reimbursed for their actual and necessary expenses incurred in
connection with the performance of their official duties if the
corporation shall so provide by resolution for such cases.

(c) The powers of the corporation shall be vested in and shall be
exercised by the board at a meeting duly called and held where a quorum
of five voting directors is present. No action shall be taken by the
corporation except pursuant to the favorable vote of at least five
voting directors present at the meeting at which such action is taken.

4. The voting directors shall select and shall determine the salary
and benefits of the chief executive officer of the corporation. The
voting directors shall have the authority to discharge the chief
executive officer with or without cause; provided, however, that removal
without cause shall not prejudice the contractual rights, if any, of the
chief executive officer.

5. Notwithstanding any inconsistent provision of any general, special
or local law, ordinance, resolution or charter, no officer, member or
employee of the state or of any public corporation shall forfeit his or
her office or employment by reason of his or her acceptance of
appointment as a director, non-voting representative, officer or
employee of the corporation, nor shall service as such a director,
non-voting representative, officer or employee be deemed incompatible or
in conflict with such office, or employment, and provided further,
however, that no employee of the corporation or public officer elected
to his or her office pursuant to the laws of the state or any
municipality thereof may serve as a voting member of the governing body
of the corporation during his or her term of office.

6. The corporation and its corporate existence shall continue until
terminated by law, provided, however, that no such termination shall
take effect so long as the corporation shall have bonds or other
obligations outstanding, unless adequate provision has been made for the
payment or satisfaction thereof. Upon termination of the existence of
the corporation, all of the rights and properties of the corporation
then remaining shall pass as the corporation and the towns may agree,
and such terms and conditions may include reversion of said property and
rights to the towns.

7. Contracts for work, construction or purchases to which the
corporation is a party shall be subject to the provisions of article
five-A of the general municipal law except as provided in subdivisions
eight and nine of this section. In addition to the procedures prescribed
under section one hundred four of the general municipal law for the
utilization of the terms of state contracts, the corporation may utilize
the terms of a federal government general services contract where the
terms are to the advantage of the corporation and have been offered to
the corporation by the contractor. When bids have already been received
by the corporation no purchase under a federal government general
services contract shall be made unless the purchase may be made upon the
same terms, conditions and specifications at a lower price through such
contractor.

7-a. For the purposes of article fifteen-A of the executive law only,
the authority shall be deemed a state agency as that term is used in
such article, and all contracts for procurement, design, construction,
services, and materials shall be deemed state contracts within the
meaning of that term as set forth in such article.

8. It is the intent of the legislature that overall costs should in
all cases by a major criterion in the selection of project developers
for the award of contracts pursuant to this section and that, wherever
practical, such contracts should be entered into through competitive
bidding procedures as prescribed by sections one hundred one and one
hundred three of the general municipal law. It is further the intent of
the legislature to acknowledge the highly complex and innovative nature
of medical technology, diagnostic and treatment devices, the relative
newness of a variety of devices, processes and procedures now available,
the desirability of a single point of responsibility for the development
of medical treatment and diagnostic facilities and the economic and
technical utility of contracts for medical projects which include in
their scope various combinations of design, construction, operation,
management and/or maintenance responsibility over prolonged periods of
time. In some instances it may be beneficial to the corporation to award
a contract for a medical project on the basis of factors other than cost
alone, including but not limited to facility design, system reliability,
efficiency, safety, and compatibility with other elements of patient
care. Accordingly, and notwithstanding the provisions of any general,
special or local law, a contract for a medical project entered into
between the corporation and any project developer pursuant to this
article may be awarded pursuant to public bidding in compliance with
sections one hundred one and one hundred three of the general municipal
law or pursuant to the following provisions for the award of a contract
based on evaluation of proposals submitted in response to a request for
proposals prepared by or for the corporation:

(a) The corporation shall require that each proposal to be submitted
by a project developer shall include:

(i) information relating to the experience and expertise of the
project developer on the basis of which said project developer purports
to be qualified to carry out all work required by a proposed contract;
the ability of the project developer to secure adequate financing; and
proposals for project staffing, implementation of work tasks, and the
carrying out of all responsibilities by a proposed contract;

(ii) a proposal clearly identifying and specifying all elements of
costs which would become charges to the corporation, in whatever form,
in return for the fulfillment by the project developer for the full
life-time of a proposed contract including, as appropriate, but not
limited to the cost of planning, design, construction, operation,
management and/or maintenance of any facility, and clearly identifying
and specifying all elements of revenue which would accrue to the
corporation from the operation of the facility or device or from any
other source; provided, that the corporation may prescribe the form and
content of such proposal and that, in any event, the project developer
must submit sufficiently detailed information to permit a fair and
equitable evaluation by the corporation of such proposal; and provided,
further, that the corporation may set maximum allowable cost limits in
any form in the request for proposals; and

(iii) such other information as the corporation may determine to have
a material bearing on its ability to evaluate any proposal in accordance
with this paragraph.

(b) Proposals received in response to such request for proposals shall
be evaluated by the corporation as to net cost or, if a net revenue is
projected, net revenue, and in a manner consistent with provisions set
forth in the request for proposals, and may be evaluated on the basis of
additional factors, including but not limited to the technical
evaluation of the medical project including medical facility, facility
design, system reliability, energy balance and efficiency. The
evaluation of such proposals and the determination of whether a project
developer is "responsible" may include, but shall not be limited to,
consideration, in a manner consistent with provisions set forth in the
request for proposals, the record of the project developer is complying
with existing labor standards and recognizing state and federally
approved apprentice training programs.

(c) The corporation may make a contract award to any responsible
project developer based on a determination by the corporation that the
selected proposal is most responsive to the request for proposals and
may negotiate with any project developer.

Whenever the corporation enters into a contract pursuant to this
section for a medical project which involves construction the provisions
of section two hundred twenty of the labor law shall be applicable to
such construction work.

9. Every contract entered into between the corporation and a project
developer, pursuant to the provisions of paragraph (c) of subdivision
eight of this section, for a medical project involving construction of a
medical building by the project developer, shall contain provisions that
such building shall be constructed through construction contracts
awarded through bidding in accordance with paragraphs (a) through (g) of
this subdivision; that the project developer or the project developer's
construction subcontractor shall furnish a bond guaranteeing prompt
payment of moneys that are due to all persons furnishing labor and
materials pursuant to the requirements of such construction contracts,
and that a copy of such payment bond shall be kept by the corporation
and shall be open to public inspection; provided, however, that the
requirements of this subdivision shall not apply when the cost of such
construction, exclusive of the cost of medical equipment and devices, is
less than five hundred thousand dollars.

(a) The project developer shall advertise for bids for such
construction contracts in the official newspaper or newspapers, if any,
or otherwise in a newspaper or newspapers designated for such purpose.
Such advertisements shall contain a statement of the time and place
where all bids received pursuant to such notice will be publicly opened
and read. An employee of the corporation shall be designated to open
the bids at the time and place specified in the notice. All bids
received shall be publicly opened and read at the time and place so
specified. At least five days shall elapse between the publication of
such advertisement and date on which the bids are opened.

(b) Except as otherwise provided in section two hundred twenty-two of
the labor law, when the entire cost of constructing such building,
exclusive of any medical equipment, apparatus or devices, shall exceed
five hundred thousand dollars, the project developer shall prepare
separate specifications for the following subdivisions of such work, so
as to permit separate and independent bidding upon each subdivision:

(i) plumbing and gas fittings;

(ii) steam heating, hot water heating, ventilating and air
conditioning apparatus; and

(iii) electric wiring and standard illuminating fixtures.

(c) After public competitive bidding, the project developer shall
award one or more separate contracts for each of the subdivisions of
such work set forth in subparagraphs (i), (ii) and (iii) of paragraph
(b) of this subdivision, whenever separate specifications are required
pursuant to paragraph (b) of this subdivision, and one or more contracts
for the remainder of such work. The project developer may award such
contract at different times. Contracts awarded pursuant to this
subdivision shall be awarded by the project developer to the lowest
responsible and responsive bidder and shall be contracts of the project
developer and not of the corporation which shall have no obligation or
liabilities, whatsoever, thereunder. The project developer shall have
the responsibility for the supervision, coordination, and termination of
such contracts, unless otherwise specified in contractual terms between
the project developer and the corporation.

(c-1) Each bidder on a public work contract, where the preparation of
separate specifications is not required, shall submit with its bid a
separate sealed list that names each subcontractor that the bidder will
use to perform work on the contract, and the agreed-upon amount to be
paid to each, for: (i) plumbing and gas fitting, (ii) steam heating, hot
water heating, ventilating and air conditioning apparatus and (iii)
electric wiring and standard illuminating fixtures. After the low bid is
announced, the sealed list of subcontractors submitted with such low bid
shall be opened and the names of such subcontractors shall be announced,
and thereafter any change of subcontractor or agreed-upon amount to be
paid to each shall require the approval of the public owner, upon a
showing presented to the public owner of legitimate construction need
for such change, which shall be open to public inspection. Legitimate
construction need shall include, but not be limited to, a change in
project specifications, a change in construction material costs, a
change to subcontractor status as determined pursuant to paragraph (e)
of subdivision two of section two hundred twenty-two of the labor law,
or the subcontractor has become otherwise unwilling, unable or
unavailable to perform the subcontract. The sealed lists of
subcontractors submitted by all other bidders shall be returned to them
unopened after the contract award.

(d) In determining whether a prospective contractor is responsible and
responsive, the project developer may require that prospective
contractors:

(i) have adequate financial resources or the ability to obtain such
resources;

(ii) be able to comply with the required or proposed delivery or
performance schedule;

(iii) have a satisfactory record of performance;

(iv) have the necessary organization, experience, operational
controls, and technical skills, or the ability to obtain them;

(v) have the necessary production, construction and technical
equipment and facilities, or the ability to obtain them; and

(vi) be eligible to receive an award under applicable laws and
regulations and be otherwise qualified.

(e) The project developer may reject any bid of a bidder which the
project developer determines to be nonresponsible or nonresponsive to
the advertisement for bids.

(f) The project developer may, in its discretion, reject all bids, and
may revise bid specifications and may readvertise for bids as provided
herein.

(g) As used in this section:

(i) "project developer" means any private corporation, partnership,
limited liability company, or individual, or combination thereof which
has submitted a proposal in response to a request for proposals;

(ii) "construction" shall include reconstruction, rehabilitation or
improvement exclusive of the installation and assembly of any medical
equipment, apparatus or device;

(iii) "medical building" means that component of a medical project
constituting appurtenant structures or facilities necessary to house or
render the remaining components of the medical project operational.
Medical building shall not include apparatus, equipment, devices,
systems, supplies or any combination thereof;

(iv) "medical project" means any substantial durable apparatus,
equipment, device or system, or any combination of the foregoing,
including services necessary to install, erect, or assemble the
foregoing and any appurtenant structures or facilities necessary to
house or render the foregoing operational, to be used for the purpose of
care, treatment or diagnosis of disease or injury or the relief of pain
and suffering of sick or injured persons. Medical projects shall not
include ordinary supplies and equipment expended or utilized in the
customary care and treatment of patients.

10. (a) For purposes of applying section eighty-seven of the public
officers law, to the corporation, the term "trade secrets" shall include
marketing strategy or strategic marketing plans, analyses, evaluations
and pricing strategies or pricing commitments of the corporation,
relating to business development, which, if disclosed, would be likely
to injure the competitive position of the corporation.

(b) In addition to the matters listed in section one hundred five of
the public officers law, the corporation may conduct an executive
session for the purpose of considering marketing strategy or strategic
marketing plans, analyses, evaluations and pricing strategies of the
corporation, relating to business development, which, if disclosed,
would be likely to injure the competitive position of the corporation.