§ 3632. Transfer of property; relationship with county; certain gifts,
loans, and guarantees by the county. 1. (a) The county may give, grant,
sell, convey, lend, license the use of, or lease to the corporation, and
the corporation may accept any property (except monies appropriated by
the county and payable to the corporation pursuant to subdivision three
of this section) which are useful in connection with the exercise by the
corporation of any of its powers under this title in order to transfer
the facilities and operations of the Erie County Medical Center
healthcare network to the corporation by agreement between the county
and the corporation and any subsequent renewal or amendment thereof, by
local law adopted by a majority vote of the Erie county legislature,
notwithstanding any general, special, or local law, ordinance,
resolution, or charter.

(b) Any such gift, grant, sale, conveyance, loan, license, or lease
shall be upon such terms and conditions, for such consideration, if any,
and for such term or terms of years, subject to the rights of the
holders of any bonds, as the corporation and the county may agree. No
real property of the county consisting of any health facility operated
on the effective date of this title by the Erie County Medical Center
healthcare network shall be transferred to the corporation in fee,
except under such restrictions regarding rights of first refusal in
favor of the county and subject to a right of reverter in the event that
the corporation should cease to use such property for the provision of
research, education, and health care, or other rights, to repurchase the
property as the Erie county legislature shall approve by act, and
subject to a restrictive covenant prohibiting the corporation from
pledging or mortgaging the fee interest in the property. In the event
that the county gives, grants, sells, conveys, lends, licenses, or
leases any facilities to the corporation, the county may contract with
the corporation to lease, borrow, license, operate, maintain, manage,
and provide services for such facilities upon such terms and conditions
and for such term or terms of years, subject to the rights of holders of
bonds, as the corporation and the county may agree. The corporation, in
furtherance of any purchase, conveyance, or lease of any property or
facility from the county, may assume the primary responsibility for the
payment of the principal and interest on any bonds or notes issued by
the county for such property or facility.

2. The county may acquire by purchase, grant, lease, gift, or
condemnation, pursuant to the eminent domain procedure law, real
property in the name of the county for any corporate purpose of the
corporation.

3. In addition to any other powers granted to it by law and consistent
with the constitution and other provisions of law, the county shall
appropriate sums of money to defray project costs or any other costs or
expenses of the corporation, including operating expenses.

4. On the effective date of the transfer of the facilities and
operations of the Erie County Medical Center healthcare network pursuant
to an agreement between the corporation and the county, the Erie County
Medical Center board of managers shall cease to be responsible for
operation of the network; provided, however, that the county shall
continue the existence of the board of managers in the event that the
contract between the corporation and the county requires the operation
of the network to revert to the county in the event that the corporation
should cease to use such property for the provision of health care or
the corporation otherwise fails to meet its obligations under any
agreement between the county and the corporation.

5. The county shall maintain its efforts to provide annual operating
funding to the corporation to permit it to serve all uninsured and
under-insured patients, foster its role as a teaching hospital, and
provide tertiary care services that are unavailable at other health care
facilities in the western New York region. The county shall maintain and
provide an operating contribution to the corporation in an annual amount
that is the difference between the corporation's total revenues minus
total expenses. For purposes of this section, total revenue and total
expenses shall include amounts attributable to the corporation, any
subsidiary of the corporation, and any entity providing health care
services thereto. The manner of calculating the county's annual
maintenance of effort of the corporation shall be the process followed
by the county in determining the maintenance of effort for the network.
The county shall have the right of audit at any time and from time to
time to confirm the details of corporate operations. The corporation
shall provide monthly financial reports to the county that provide
details concerning all business operations for the corporation on a
consistent basis.

6. (a) Notwithstanding any general, special, or local law or charter
provisions to the contrary, the county of Erie shall have the power and
is hereby authorized, pursuant to section seven of article seventeen of
the state constitution, to lend its money or credit to or in aid of the
corporation or any subsidiary thereof for the purpose of providing
health related facilities or hospital facilities for the prevention,
diagnosis, or treatment of human disease, pain, injury, disability,
deformity, or physical condition, and for facilities incidental or
appurtenant thereto, as may be prescribed by law. The county is hereby
authorized to prescribe such facilities by local law. The corporation or
any such subsidiary thereof, as a condition to any such loan of money or
credit, shall enter into a regulatory agreement with the county as to
its charges, profits, dividends, and disposition of its property or
franchises, which agreement shall be binding and enforceable by the
county insofar as such agreement regulates such charges, profits,
dividends, and disposition of property. The county may elect in such
regulatory agreement to refrain from exercising all or any portion of
its authority to so regulate such charges, profits, dividends, and
disposition of property to the extent such charges, profits, dividends,
and disposition of property are regulated by the state or any agency
thereof. The county shall authorize such regulatory agreement by local
law.

(b) In pursuance of the authority granted in this title, the county of
Erie shall have the power and is hereby authorized, from time to time,
to issue its bonds, notes, or other obligations in such principal
amounts as it shall deem necessary, after taking into account other
monies which may be available for the purposes set forth in this title.
Such bonds, notes, or obligations shall be issued for the purpose of
making loans to the corporation or any subsidiary thereof, paying
interest on such bonds, notes, or other obligations, establishment of
reserves to secure such notes, bonds, or other obligations, and paying
all other obligations and expenditures incidental to and necessary or
convenient for the making of such loans. Such bonds, notes, or
obligations shall be issued in accordance with the applicable provisions
of this chapter, the local finance law, and applicable local laws.

(c) Any guarantee by the county made pursuant to the authority granted
in this section shall be authorized by act or acts of the county in the
same manner as such act or acts authorizing the issuance of bonds of the
county for the purposes for which such guarantee is undertaken.

(d) The county is also authorized to enact laws governing the
conditions under which such loans, commitments, and guarantees shall be
made.

7. For purposes of subdivision four of paragraph a of section 25.00 of
the local finance law, amounts to be derived by the county of Erie from
the corporation, or any subsidiary thereof, shall be included in the
term "other income".

8. (a) Notwithstanding the provisions of any other state or local law
to the contrary, including, but not limited to, sections six-n and six-j
of the general municipal law, with the approval of the Erie county
legislature, amounts deposited for or on behalf of the Erie County
Medical Center healthcare network in the liability and casualty and
workers' compensation reserve funds established by the county pursuant
to such sections of the general municipal law, and investment earnings
thereof, may be withdrawn by the county from such funds and transferred
to the corporation and shall be used by the corporation for the purposes
for which such funds were established.

(b) No amounts shall be withdrawn and transferred to the corporation
pursuant to this subdivision unless, prior to such withdrawal or
transfer, the corporation has agreed in writing to indemnify and hold
harmless the county, and provide defense, for all claims, cases,
proceedings, actions, or other matters against the county arising out of
the properties, facilities, operations, or employees of the corporation,
whether commenced before or after the date of transfer of such amounts,
and to provide such other security for such obligation as the county may
reasonably require.

9. The county shall be responsible for the payment of all outstanding
bonded indebtedness of the Erie County Medical Center healthcare network
that was accumulated prior to the creation of the public benefit
corporation.