Bill Text: FL S1740 | 2011 | Regular Session | Introduced


Bill Title: Citrus County

Spectrum: Partisan Bill (Republican 1-0)

Status: (Introduced - Dead) 2011-05-07 - Indefinitely postponed and withdrawn from consideration [S1740 Detail]

Download: Florida-2011-S1740-Introduced.html
       Florida Senate - 2011                            (NP)    SB 1740
       
       
       
       By Senator Dean
       
       
       
       
       3-01336-11                                            20111740__
    1                        A bill to be entitled                      
    2         An act relating to Citrus County; providing for
    3         codification of special laws relating to the Citrus
    4         County Hospital Board, an independent special district
    5         in Citrus County; providing legislative intent;
    6         codifying, amending, reenacting, and repealing
    7         chapters 99-442 and 2001-308, Laws of Florida, as the
    8         “Citrus County Hospital and Medical Nursing and
    9         Convalescent Home Act”; deleting obsolete provisions;
   10         making technical revisions; providing definitions;
   11         authorizing the board to enter into a lease or
   12         contract with a not-for-profit corporation for the
   13         purpose of operating and managing the hospital and its
   14         facilities; providing requirements for such lease or
   15         contract; declaring a need for governance authority to
   16         fulfill the hospital board’s public responsibilities;
   17         providing for a board of directors; providing for
   18         membership; requiring that the not-for-profit
   19         corporation conform all governance documents to
   20         certain requirements, if necessary; authorizing ad
   21         valorem taxation; requiring that the not-for-profit
   22         corporation separately account for the expenditure of
   23         all ad valorem tax moneys provided by the hospital
   24         board; requiring that the expenditure of all public
   25         tax funds be approved in a public meeting and
   26         maintained in a separate account; providing for the
   27         hospital board’s approval or rejection of the not-for
   28         profit corporation’s articles of incorporation or
   29         bylaws, selection of a new chief executive officer or
   30         renewal of his or her employment contract, the annual
   31         operating and capital budgets, additional loan
   32         indebtedness or leases in excess of a specified
   33         amount, and the not-for-profit corporation’s policies
   34         for travel reimbursements and contract bid procedures;
   35         providing that all records of the not-for-profit
   36         corporation are public records unless exempt;
   37         providing that any dispute between the hospital board
   38         and the not-for-profit corporation is subject to court
   39         action; providing for interpretation and
   40         implementation of the act and for court enforcement;
   41         providing application; repealing chapters 99-442 and
   42         2001-308, Laws of Florida, relating to the Citrus
   43         County Hospital Board; providing severability;
   44         providing construction; providing an effective date.
   45  
   46         WHEREAS, the Citrus County Hospital Board was created by
   47  the Legislature in 1949 as a special taxing district and a
   48  public nonprofit corporation for the purpose of acquiring,
   49  building, constructing, maintaining, and operating a public
   50  hospital in Citrus County; and, in 1965, the Legislature
   51  expanded the purpose of the hospital board to include operating
   52  public hospitals, medical nursing homes, and convalescent homes
   53  in Citrus County, and
   54         WHEREAS, in 1987, the hospital board caused to be
   55  incorporated a not-for-profit management corporation with the
   56  original purpose of operating exclusively for the benefit of and
   57  carrying out the purposes of the Citrus County Hospital Board
   58  and, in 1990, entered into a long-term lease agreement with the
   59  not-for-profit management corporation pursuant to section
   60  155.40, Florida Statutes, leasing all public assets, operations,
   61  and management of Citrus Memorial Hospital to the not-for-profit
   62  management corporation, and
   63         WHEREAS, at the time the lessee management corporation was
   64  incorporated, the corporate board consisted of five hospital
   65  board directors, the hospital CEO, the Chief of the Medical
   66  Staff, and two private at-large directors selected by the
   67  hospital board, which provided the hospital board a five-to-four
   68  majority position on the management corporation’s board of
   69  directors; however, currently, the corporate board consists of
   70  five hospital board directors, seven private at-large directors
   71  selected by the corporation, and one medical director, reducing
   72  the hospital board to a minority position of five of 13
   73  corporate directors, and
   74         WHEREAS, members of the hospital board constituted a
   75  majority of the board of directors of the lessee corporation
   76  when the hospital board incorporated the not-for-profit
   77  corporation, but the hospital board’s majority has been diluted
   78  over time through an increase in the number of private, at-large
   79  directors, and
   80         WHEREAS, the term of the lease agreement extends for 43
   81  years, with an unconditional right of renewal provided to the
   82  lessee management corporation for an additional 45 years,
   83  providing an effective 88-year lease term, and
   84         WHEREAS, the lease provisions do not provide for reasonable
   85  public accountability regarding operative or financial
   86  performance standards other than requiring the not-for-profit
   87  management corporation to maintain minimal bond covenants, and
   88  the lease fails to provide for any corporate performance
   89  standards regarding financial or operative compliance with
   90  industry standards or for any actionable financial or operative
   91  performance monitoring by the hospital board, and
   92         WHEREAS, the Financial Hospital Data 2003-08 compiled by
   93  the Agency for Health Care Administration (AHCA) reports the
   94  lessee management corporation has incurred cumulative financial
   95  operative losses from patient services exceeding $50 million;
   96  2009 AHCA documents reflect corporate losses from patient
   97  services approaching $6 million; and internal financial
   98  statements project 2010 corporate losses from patient services
   99  in excess of $10 million, and
  100         WHEREAS, the AHCA Financial Hospital Data 2003-08 reports
  101  the lessee corporation consistently underperforms AHCA
  102  statistically similar hospital group operating margin financial
  103  benchmarks as well as consistently underperforms the AHCA not
  104  for-profit hospital group, and
  105         WHEREAS, consistent patient service operative losses
  106  incurred by the lessee corporation from 2004 to 2009 have
  107  necessitated substantial increases in the ad valorem tax burden
  108  on the citizens of Citrus County and decreased the management
  109  corporation’s quantitative debt capacity from $11 million in
  110  2004 to negative $22 million in 2008, and
  111         WHEREAS, in February 2010, the Auditor General issued a
  112  report of final findings that is critical of the not-for-profit
  113  corporation’s fiscal management of the leased public hospital
  114  facilities and its accountability for public funds, noting that
  115  the lease agreement does not prescribe any specific good
  116  business practices to ensure efficient operations of the public
  117  hospital and that Florida Statutes do not authorize the public
  118  hospital board to relinquish to an independent private board
  119  unfettered control over public property, powers, taxing
  120  authority, and money, including expenditures of ad valorem taxes
  121  without public oversight or accountability, and further noting
  122  that the hospital board must exercise sufficient control over
  123  the management corporation for the management corporation to be
  124  considered an instrumentality of a governmental entity and thus
  125  entitled to sovereign immunity, and
  126         WHEREAS, the Attorney General opined in 2006 and the Fifth
  127  Judicial Circuit Court in and for Citrus County has held in
  128  2008, limited to a specific case, that the not-for-profit
  129  management corporation is an instrumentality of the hospital
  130  board for purposes of section 768.28, Florida Statutes, and is,
  131  under the circumstances then presented, entitled to sovereign
  132  immunity, although in November 2010 the board asked the Attorney
  133  General to revisit its opinion on sovereign immunity in light of
  134  conduct (or lack thereof) by the lessee corporation that appears
  135  to have jeopardized a public asset, and
  136         WHEREAS, the not-for-profit corporation has refused to make
  137  available to the hospital board a strategic plan, which it
  138  considered in closed meetings and later discussed in public
  139  forums in violation of Florida’s open meetings and public
  140  records laws, and
  141         WHEREAS, the not-for-profit corporation had filed a
  142  petition with AHCA for a declaratory statement that would
  143  authorize the corporation to continue its practice of not
  144  separately accounting for its expenditure of low-income pool
  145  funds received from AHCA pursuant to federal and state laws but
  146  later withdrew its petition upon being advised that such a
  147  statement would not be issued, and
  148         WHEREAS, in October 2010, the Executive Committee of the
  149  Medical Staff of the not-for-profit corporation expressed “no
  150  confidence” in the corporation’s chief executive officer and
  151  president by a supermajority vote due to a lack of trust by its
  152  medical staff physicians in the management corporation’s CEO,
  153  and
  154         WHEREAS, the hospital board has repeatedly expressed
  155  governance, administrative, and financial performance concerns
  156  to the not-for-profit corporation with respect to its
  157  performance of public responsibilities and its management of
  158  public assets on behalf of the hospital board and the taxpayers
  159  of Citrus County, but without success, and
  160         WHEREAS, the hospital board has endeavored to resolve
  161  governance, administrative, and financial concerns with the
  162  lessee on an amicable basis but has received no cooperation from
  163  the lessee, and
  164         WHEREAS, to ensure the benefits of sovereign immunity
  165  status, meaningful oversight by the hospital board is
  166  necessitated in light of the not-for-profit corporation’s
  167  asserted status as an instrumentality of the hospital district,
  168  and
  169         WHEREAS, restoration of meaningful hospital board
  170  representation on the board of the lessee management corporation
  171  and implementation of appropriate accountability and oversight
  172  by the hospital board are necessitated by the corporate
  173  deficiencies as found by the Auditor General, the lessee
  174  corporation’s losses from patient services, increased debt and
  175  ad valorem tax dependency, consistent financial underperformance
  176  when compared with the AHCA statistically similar hospital group
  177  and the AHCA not-for-profit hospital group, and the need to
  178  further and ensure the asserted sovereign immunity status of the
  179  not-for-profit corporation as an instrumentality of the hospital
  180  district, and
  181         WHEREAS, the ability of the hospital board to continue to
  182  act in the public interest on behalf of the taxpayers of Citrus
  183  County requires mechanisms to ensure adherence to the hospital
  184  board’s public responsibilities and express authority for
  185  judicial interpretation and enforcement of this act through
  186  declaratory proceedings and other appropriate judicial remedies,
  187  and
  188         WHEREAS, this act provides an appropriate and effective
  189  means of addressing the lessee’s performance of its
  190  responsibilities to the public and to the taxpayers of Citrus
  191  County, NOW, THEREFORE,
  192  
  193  Be It Enacted by the Legislature of the State of Florida:
  194  
  195         Section 1. This act constitutes the codification of all
  196  special acts relating to the Citrus County Hospital Board. It is
  197  the intent of the Legislature in enacting this law to provide a
  198  single, comprehensive special act charter for the district,
  199  including all current authority granted to the district by its
  200  several legislative enactments and any additional authority
  201  granted by this act.
  202         Section 2. Chapters 99-442 and 2001-308, Laws of Florida,
  203  relating to the Citrus County Hospital Board, are codified,
  204  reenacted, amended, and repealed as provided in this act.
  205         Section 3. The Citrus County Hospital Board is re-created,
  206  and the charter is re-created and reenacted to read:
  207         Section 1. This act may be cited as the “Citrus County
  208  Hospital and Medical Nursing and Convalescent Home Act.”
  209         Section 2. As used in this act, the following words and
  210  terms have the following meanings:
  211         (1) “Citrus County Hospital Board,” “hospital board,” and
  212  “board” means the Citrus County Hospital Board.
  213         (2) “County” means Citrus County.
  214         (3) “County hospital and medical nursing and convalescent
  215  homes” includes hospitals, medical care facilities, clinics, and
  216  other allied medical care units.
  217         (4) “Indigent care” means medically necessary health care
  218  provided to Citrus County residents who are determined to be
  219  qualified pursuant to the provisions of the Florida Health Care
  220  Responsibility Act, section 154.304(9), Florida Statutes, and
  221  the Florida Health Care Indigency Eligibility Certification
  222  Standards, Florida Administrative Code, rule 59H-1.0035(30).
  223         (5) “Operate” includes build, construct, maintain, repair,
  224  alter, expand, equip, lease pursuant to and consistent with the
  225  provisions of this act, finance, and operate.
  226         (6) “Property” means real and personal property of every
  227  nature whatsoever.
  228         (7) “State” means the State of Florida.
  229         Section 3. (1) There is hereby created the Citrus County
  230  Hospital Board, an independent special district, and by that
  231  name the board may sue and be sued, plead and be impleaded,
  232  contract and be contracted with, acquire and dispose of property
  233  or any interest therein, and have an official seal. The board is
  234  created as a public nonprofit corporation without stock and is
  235  composed of and governed by the five members herein provided
  236  for, to be known as trustees. The hospital board is hereby
  237  constituted and declared to be an agency of the county and
  238  incorporated for the purpose of operating hospitals, medical
  239  nursing homes, and convalescent homes in the county. The
  240  hospital board shall consist of five trustees appointed by the
  241  Governor, and, upon this act becoming a law, the present members
  242  will automatically become trustees and shall constitute the
  243  board. Their respective terms of office shall be the term each
  244  member is presently serving. All subsequent appointments, upon
  245  the expiration of the present terms, shall be for terms of 4
  246  years each. Upon the expiration of the term of each trustee, the
  247  successor shall be appointed by the Governor. Likewise, any
  248  vacancy occurring shall be filled by appointment by the Governor
  249  for the unexpired term. Each appointment by the Governor is
  250  subject to approval and confirmation by the Senate.
  251         (2) The trustees of the board shall elect from among its
  252  members a chair, a vice chair, and a secretary-treasurer, who
  253  shall each hold office for a period of 1 year. Each trustee
  254  shall execute a bond in the penal sum of $5,000 with a good and
  255  sufficient surety of a surety company authorized under the laws
  256  of the state to become surety, payable to the Citrus County
  257  Hospital Board, conditioned upon the faithful performance of the
  258  duties of the trustee, which bonds shall be approved by the
  259  remaining trustees of the board and shall be filed with the
  260  Board of County Commissioners of Citrus County. The premiums on
  261  such bonds shall be paid by the hospital board. Three trustees
  262  shall constitute a quorum of the hospital board for the purpose
  263  of conducting its business and exercising its powers and for all
  264  other purposes. Action may be taken by the board only upon a
  265  vote in the affirmative of three trustees thereof.
  266         (3) The hospital board shall comply with the applicable
  267  requirements of chapter 280, Florida Statutes, and part IV of
  268  chapter 218, Florida Statutes.
  269         (4) Any and all funds so deposited shall be withdrawn by a
  270  check or warrant signed by two trustees of the hospital board,
  271  of which one shall be the chair, vice chair, or secretary
  272  treasurer. No check or warrant exceeding the sum of $25,000
  273  shall be delivered to the payee without approval thereof shown
  274  in the minutes of the hospital board meeting.
  275         Section 4. The trustees of the board shall receive no
  276  compensation for their services, but they shall be entitled to
  277  indemnification from the hospital board for all actions taken in
  278  good faith or on the basis of legal advice from board counsel,
  279  in the manner and the extent provided for in a subsequent
  280  section of this act.
  281         Section 5. The Citrus County Hospital Board as hereby
  282  created shall be for the purpose of operating, in Citrus County,
  283  public hospitals, medical nursing homes, and convalescent homes,
  284  primarily and chiefly for the benefit of the citizens and
  285  residents of Citrus County. Authority is hereby given to the
  286  board to build, erect, expand, equip, maintain, operate, alter,
  287  change, lease pursuant to and consistent with the provisions of
  288  this act, and repair public hospitals, medical nursing homes,
  289  and convalescent homes in Citrus County. The corporation is
  290  authorized, when rooms and services are available, without
  291  detriment or deprivation to the citizens and residents of Citrus
  292  County, to extend the hospitalization and medical nursing home
  293  and convalescent home services provided by such hospitals,
  294  medical nursing homes, and convalescent homes to patients from
  295  adjoining and other counties of Florida and from other states,
  296  upon the payment of the cost of such hospitalization, medical
  297  nursing home services, and convalescent home services as may be
  298  determined by the trustees of the hospital board. The board
  299  shall have the power and authority to operate an ambulance
  300  system and ambulance services and to charge all patients for all
  301  services rendered in any facility owned or operated by the
  302  hospital board, including the ambulance facility. The board may
  303  charge a patient interest on the patient’s account; sell,
  304  discount, or assign such account to a bank, finance company,
  305  collection agency, or other type of collection facility; accept
  306  promissory notes or other types of debt obligations from a
  307  patient; assign or discount such accounts receivable, notes, or
  308  other obligations; require a patient to guarantee the payment of
  309  an existing account or note; require a guarantee of payment
  310  before admitting a patient; and receive and assign any
  311  assignment of all types of insurance proceeds. In addition to
  312  all other powers, the board shall have the power and authority
  313  to:
  314         (1) Provide for the payment of indigent care services by
  315  private health care providers in the county, or to partner with
  316  other entities such as the Department of Health, in furtherance
  317  of the nonprofit corporation’s public purpose and the necessity
  318  for the preservation of the public health and welfare of the
  319  residents of the county.
  320         (2) Develop and implement a county health plan.
  321         Section 6. The board of county commissioners shall levy or
  322  cause to be levied each year beginning July 1, 1965, the millage
  323  certified to the board of county commissioners by the trustees
  324  of the board upon all taxable real and personal property in
  325  Citrus County, not including, however, homestead property that
  326  is exempt from general taxation by the Constitution of the State
  327  of Florida, for the purpose of erecting, building, equipping,
  328  maintaining, changing, altering, repairing, leasing, and
  329  operating the public hospital provided for in this act. Such tax
  330  shall be known as the hospital tax, and the property appraiser
  331  shall make such assessments and the tax collector shall collect
  332  such assessments when made. The money collected shall be paid
  333  monthly to the board. However, the annual tax levied under this
  334  section may not exceed 3 mills.
  335         Section 7. The hospital board is hereby authorized and
  336  empowered to own and acquire property by purchase, lease, gift,
  337  grant, or transfer from the county, the state, or the Federal
  338  Government, or any subdivision or agency thereof, or from any
  339  municipality, person, partnership, or corporation and to
  340  acquire, construct, maintain, operate, expand, alter, repair,
  341  change, lease, finance, and equip hospitals, medical nursing
  342  homes, convalescent homes, medical care facilities, and clinics
  343  in the county.
  344         Section 8. The hospital board is authorized and empowered
  345  to enter into contracts with individuals, partnerships,
  346  corporations, municipalities, the county, the state or any
  347  subdivision or agency thereof, or the United States of America
  348  or any subdivision or agency thereof to carry out the purposes
  349  of this act.
  350         Section 9. The hospital board is empowered to and shall
  351  adopt all necessary rules, regulations, and bylaws for the
  352  operation of hospitals, medical nursing homes, and convalescent
  353  homes; provide for the admission thereto and treatment of such
  354  charity patients who are citizens of the state and residents of
  355  the county for the preceding 2 years; set the fees and charges
  356  to be made for the admission and treatment therein of all
  357  patients; and establish the qualifications for members of the
  358  medical profession to be entitled to practice therein.
  359         Section 10. The hospital board shall have the power to
  360  purchase any and all equipment that may be needed for the
  361  operation of hospitals, medical nursing homes, and convalescent
  362  homes and shall have the power to appoint and hire such agent or
  363  agents, technical experts, attorneys, and all other employees as
  364  are necessary for carrying out the purposes of this act,
  365  including the hiring and maintenance of staff personnel as it
  366  may deem appropriate to assist the board in the discharge of its
  367  operational, financial, and statutory responsibilities, and in
  368  carrying out its fiduciary duties to the taxpayers of Citrus
  369  County, and to prescribe their salaries and duties. The board
  370  shall have the power to discharge all employees or agents when
  371  deemed necessary by the board for the carrying out of the
  372  purposes of this act.
  373         Section 11. At the end of each fiscal year, the Citrus
  374  County Hospital Board shall within 30 days file with the Clerk
  375  of the Circuit Court of Citrus County a full, complete, and
  376  detailed accounting of the preceding year and at the same time
  377  shall file a certified copy of such financial report with the
  378  Board of County Commissioners of Citrus County, which report
  379  shall be recorded in the minutes of the board of county
  380  commissioners. The board of county commissioners, at its
  381  discretion and at the expense of the county, may publish and
  382  report an accounting in a newspaper of general circulation in
  383  Citrus County.
  384         Section 12. In addition to all other implied and express
  385  powers contained in this act, the board shall have the express
  386  authority to negotiate loans to borrow money from any state or
  387  federal agency for the purpose or purposes of constructing,
  388  maintaining, repairing, altering, expanding, equipping, leasing,
  389  and operating county hospitals, medical nursing homes,
  390  convalescent homes, medical care facilities, clinics, and all
  391  other types of allied medical care units.
  392         Section 13. (1) In addition to all other implied and
  393  express powers contained in this act, the board shall have the
  394  express authority to borrow money, with or without issuing notes
  395  therefor, for the purpose or purposes of constructing,
  396  maintaining, repairing, altering, expanding, equipping, leasing,
  397  and operating county hospitals, medical nursing homes,
  398  convalescent homes, medical care facilities, clinics, and all
  399  other types of allied medical care units. The board’s authority
  400  to borrow money, with or without issuing notes, shall be subject
  401  to the conditions of this act applying to the board’s right to
  402  issue revenue bonds.
  403         (2) The board shall have express authority to issue bonds,
  404  subject to approval at a referendum of the voters of the county,
  405  and to issue revenue bonds, without a referendum of the voters
  406  of the county, the proceeds of which shall be used for erecting,
  407  equipping, building, expanding, altering, changing, maintaining,
  408  operating, leasing, and repairing such hospitals, medical
  409  nursing homes, and convalescent homes. Such bonds, federal or
  410  state hospital loans, notes, or revenue bonds shall mature
  411  within 30 years after the year in which they are issued or made
  412  and shall be payable in such years and amounts as shall be
  413  approved by the board.
  414         (3) The board shall determine the form of the loans, notes,
  415  bonds, and revenue bonds, including any interest coupons to be
  416  attached thereto, and the manner of executing them, and shall
  417  fix the denomination or denominations thereof and the place or
  418  places of payment of principal and interest, which may be at any
  419  bank or trust company within or without the state. In case a
  420  trustee whose signature or a facsimile of whose signature
  421  appears on any loan, note, bond, or revenue certificate or
  422  coupon ceases to be such trustee before the delivery thereof,
  423  such signature or facsimile shall nevertheless be valid and
  424  sufficient for all purposes the same as if the trustee had
  425  remained in office until such delivery. All loan agreements,
  426  notes, bonds, and revenue bonds issued hereunder shall have and
  427  are hereby declared to have all the qualities and incidents of
  428  negotiable instruments under the negotiable instruments law of
  429  the state.
  430         (4) Whenever the board passes a resolution approving the
  431  issuance of such bonds, the board shall call for an election
  432  and, subject to such election, permit the repayment of the bonds
  433  out of an annual levy not to exceed 1.5 mills per year. Such
  434  millage is included in the maximum millage of 3 mills per year.
  435  Subject to such limitations, such bonds shall be payable from
  436  the full faith and credit of the board.
  437         (5) The loans, notes, and revenue bonds, together with the
  438  interest, shall be payable from gross or net receipts of the
  439  hospital board or any portion thereof.
  440         (6) Such loans, notes, bonds, or revenue bonds shall not
  441  bear interest in excess of the maximum rate permitted by the
  442  laws of the state.
  443         (7) The board may sell bonds, loans, notes, or revenue
  444  bonds in such manner, either at public or private sale, and for
  445  such price as it may determine to be for the best interest of
  446  the hospital board.
  447         Section 14. The total amount of outstanding bonds of the
  448  hospital payable from ad valorem taxation at any one time shall
  449  not exceed an amount equal to 6 times the annual hospital tax,
  450  assuming such tax is based upon the yearly millage of 3 mills.
  451         Section 15. (1) The Citrus County Hospital Board shall have
  452  the authority to enter into leases or contracts with a not-for
  453  profit Florida corporation for the purpose of operating and
  454  managing the hospital and any or all of its facilities of any
  455  kind and nature.
  456         (2) The Citrus County Hospital Board shall have the power
  457  and authority to:
  458         (a) Provide health care services to residents of the county
  459  through the use of health care facilities not owned and operated
  460  by the hospital board. The provision of such care is hereby
  461  found and declared to be a public purpose and necessary for the
  462  preservation of the public health and welfare of the residents
  463  of the county.
  464         (b) Maintain an office and all necessary staff at such
  465  place or places as it may designate.
  466         (c) Employ administrators, physicians, attorneys,
  467  accountants, financial experts, consulting engineers,
  468  architects, surveyors, and such other employees and agents as
  469  may be necessary in its judgment and to fix their compensation,
  470  regardless of any lease to the not-for-profit corporation.
  471         (d) Acquire existing health care facilities and reimburse
  472  any health care facility for the cost of such facilities in
  473  accordance with an agreement between the hospital board and the
  474  health care facility.
  475         (e) Acquire existing health care facilities and refund,
  476  refinance, or satisfy outstanding obligations, mortgages, or
  477  advances issued, made, or given by such health care facility.
  478         (f) Mortgage any health care facility and the site thereof.
  479         (g) Cooperate or contract with other governmental agencies
  480  or private individuals or entities as may be necessary,
  481  convenient, incidental, or proper in connection with any of the
  482  powers, duties, or purposes authorized by this act.
  483         (h) Provide for reimbursement to hospitals, physicians, or
  484  other health care providers or facilities, whether public or
  485  private, and pay private physicians for indigent care.
  486         (i) Establish criteria for the provision of health care
  487  pursuant to this act.
  488         (3) The hospital board is hereby restricted from
  489  reimbursing any health care providers or facilities, including
  490  hospitals and physicians, for their bad debts arising from those
  491  patients who are not eligible for reimbursement under hospital
  492  board guidelines. The hospital board, however, shall continue to
  493  reimburse such health care providers for the medical care of
  494  medically needy patients, to the extent of the hospital board’s
  495  limited financial resources, taking into account funds available
  496  from other sources, including other governmental funding
  497  sources.
  498         Section 16. (1) The hospital board shall have the power to
  499  indemnify any person who was or is a party, or is threatened to
  500  be made a party, to any threatened, pending, or completed
  501  action, suit, or proceeding, whether civil, criminal,
  502  administrative, or investigative (other than an action by, or in
  503  the right of, the hospital board) by reason of the fact that he
  504  or she is or was an agent of the hospital board, against
  505  expenses (including attorney’s fees), judgments, fines, and
  506  amounts paid in settlement actually and reasonably incurred by
  507  him or her in connection with such action, suit, or proceeding,
  508  including any appeal thereof, if he or she acted in good faith
  509  and in a manner he or she reasonably believed to be in, or not
  510  opposed to, the best interests of the hospital board and, with
  511  respect to any criminal action or proceeding, had no reasonable
  512  cause to believe this conduct was unlawful.
  513         (2) The hospital board shall also have the power to
  514  indemnify any such person against any loss of wages or earnings
  515  suffered during his or her defense, provided that, in the
  516  opinion of the trustees of the hospital board, those losses were
  517  directly attributable to that defense.
  518         (3) The termination of any action, suit, or proceeding by
  519  judgment, order, settlement, or conviction or upon a plea of
  520  nolo contendere or its equivalent shall not, of itself, create a
  521  presumption that the person did not act in good faith and in a
  522  manner which he or she reasonably believed to be in, or not
  523  opposed to, the best interests of the hospital board or, with
  524  respect to any criminal action or proceeding, had reasonable
  525  cause to believe that his or her conduct was unlawful.
  526         (4) No indemnification under this section shall be made in
  527  respect of any claim, issue, or matter as to which such person
  528  shall have been adjudged to be liable for negligence or
  529  misconduct in the performance of his or her duty to the hospital
  530  board unless, and only to the extent that, the court in which
  531  such action or suit was brought determines upon application
  532  that, despite the adjudication of liability but in view of all
  533  circumstances of the case, such person is fairly and reasonably
  534  entitled to indemnification for such expenses that such court
  535  shall deem proper.
  536         (5) If an individual has been determined by the hospital
  537  board to be an agent entitled to compensation under these
  538  indemnity provisions and to the extent that such agent of the
  539  hospital board has been successful on the merits or otherwise in
  540  defense of any action, suit, or proceeding referred to in the
  541  subsections above or in defense of any claim, issue, or matter
  542  therein, he or she shall be indemnified against expenses
  543  (including attorney’s fees) actually and reasonably incurred by
  544  him or her in connection therewith. Any such successful agent
  545  shall also be indemnified against any loss of wages or personal
  546  service earnings suffered during his or her defense, provided
  547  that, by the vote of the hospital board acting through a quorum
  548  consisting of members who are not parties to such action, suit,
  549  or proceeding, it is determined that those losses were directly
  550  attributable to the time involved in that defense. If, however,
  551  a quorum of disinterested members cannot be convened, the
  552  decision shall be made by independent legal counsel, who may be
  553  the legal counsel for the hospital board or may be selected by
  554  legal counsel for the hospital board.
  555         (6) As used in this section, the term “agent of the
  556  hospital board” means a hospital board member; hospital board
  557  officer; committee member appointed by the hospital board; or
  558  hospital board employee, including persons employed by the
  559  hospital board to provide executive, physician, nursing, dental,
  560  paramedical, technical, business, management, legal, and other
  561  supporting services for the hospital board, together with such
  562  other approved agents of the hospital board as well as such
  563  other legal entities or individuals as the hospital board may
  564  determine by board resolution are carrying out the health care
  565  purposes and mandates of the hospital board during the period
  566  those entities or individuals are acting within the scope of the
  567  authority and duties devolving upon them through an agreement
  568  with or direct mandate from the hospital board, excluding
  569  medical malpractice claims asserted individually against such
  570  persons, but including a person serving at the direction of the
  571  hospital board. All such agents of the hospital board, in order
  572  to be entitled to indemnification for the liability arising out
  573  of the act in question, shall have been acting within the scope
  574  of their employment on hospital board-related business.
  575         (7) Unless otherwise determined by a court as provided in
  576  this section, any indemnification under this section shall be
  577  made by the hospital board only as authorized in the specific
  578  case upon a determination of a quorum of hospital board members
  579  who are not parties to such action, suit, or proceeding or, if
  580  that is not possible, by independent legal counsel, who may be
  581  the legal counsel of the hospital board, that indemnification of
  582  the agent of the hospital board is proper in the circumstances
  583  because he or she has met the applicable standard of conduct set
  584  forth in this section.
  585         (8) Expenses (including attorney’s fees) and lost wages or
  586  earnings incurred in defending a civil or criminal action, suit,
  587  or proceeding may be paid by the hospital board in advance of
  588  the final disposition of such action, suit, or proceeding upon a
  589  preliminary determination following one of the procedures set
  590  forth in this section that the agent of the hospital board met
  591  the applicable standard of conduct set forth in the above
  592  subsections, and upon receipt of an undertaking by or on behalf
  593  of the agent of the hospital board to repay such amount unless
  594  it is ultimately determined that he or she is entitled to be
  595  indemnified by the hospital board as authorized in this section.
  596         (9) Indemnification as provided in this section shall
  597  continue as to a person who has ceased to be an agent of the
  598  hospital board and shall inure to the benefit of the heirs,
  599  executors, and administrators of such a person.
  600         Section 17. To ensure public oversight, accountability, and
  601  public benefit from the not-for-profit corporation to which the
  602  hospital board has leased hospital facilities, and in addition
  603  to the requirements for any such lease set forth in section
  604  155.40, Florida Statutes:
  605         (1) All members of the hospital board and the board of the
  606  not-for-profit corporation shall be residents of Citrus County.
  607         (2) The not-for-profit corporation shall separately account
  608  for the expenditure of all ad valorem tax moneys provided to it
  609  by the Citrus County Hospital Board, including maintaining them
  610  in a separate accounting fund. The expenditure for all such
  611  public tax funds shall be approved in a public meeting and
  612  separately accounted for annually by the not-for-profit
  613  corporation in a report provided to the Citrus County Hospital
  614  Board.
  615         (3) The articles of incorporation, all amendments or
  616  restatements of the articles of incorporation, all corporate
  617  bylaws, all amendments or restatements of the corporate bylaws,
  618  and all other governing documents of the not-for-profit
  619  corporation shall be subject to the approval of the hospital
  620  board, and any such documents that have not heretofore been
  621  approved by the hospital board shall be submitted forthwith to
  622  the hospital board for approval.
  623         (4) The hospital board shall be the sole member of the not
  624  for-profit corporation.
  625         (5) The hospital board shall independently approve any plan
  626  of merger or dissolution of the not-for-profit corporation
  627  pursuant to sections 617.1103 and 617.1402, Florida Statutes,
  628  and may reject any such plan in its sole discretion.
  629         (6) The members of the hospital board shall be voting
  630  directors of the not-for-profit board of directors who
  631  constitute a majority of the voting directors of the not-for
  632  profit corporation; and, to the extent that any governance
  633  documents of the not-for-profit corporation do not so presently
  634  provide, the not-for-profit corporation shall forthwith take all
  635  steps necessary to bring them into conformity with this majority
  636  membership requirement.
  637         (7) All members of the not-for-profit board of directors
  638  shall be subject to approval by the hospital board, and any
  639  board members presently serving who have not heretofore been
  640  approved by the hospital board shall be submitted forthwith to
  641  the hospital board for approval.
  642         (8) The chief executive officer of the not-for-profit
  643  corporation and his or her term of office and any extensions
  644  thereof shall be approved by the hospital board, and the
  645  hospital board may terminate the term of the chief executive
  646  officer of the not-for-profit corporation with or without cause
  647  in its sole discretion, subject to the terms of any and all
  648  then-existing contracts.
  649         (9) The hospital board shall approve all borrowing of money
  650  by the not-for-profit corporation in any form and for any reason
  651  in an amount exceeding $100,000, any additional loan
  652  indebtedness or leases in excess of $1.25 million per instrument
  653  or contract, and all policies of the not-for-profit corporation
  654  that govern travel reimbursements and contract bid procedures.
  655         (10) No annual operating and capital budget of the not-for
  656  profit corporation shall become effective until approved by the
  657  hospital board.
  658         (11) Any capital project of the not-for-profit corporation
  659  having a value in excess of $250,000 per project, and any
  660  nonbudgeted operative expenditure in excess of $125,000 in the
  661  per annum aggregate, shall be approved by the hospital board.
  662         (12) At the discretion of the hospital board, each and
  663  every year the not-for-profit corporation shall complete an
  664  independent audit of the fiscal management of the hospital by an
  665  auditor chosen by the hospital board, with the audit to be paid
  666  for by the not-for-profit corporation.
  667         (13) All records of the not-for-profit corporation shall be
  668  public records unless exempt by law; however, the hospital
  669  board, pursuant to its oversight and auditing functions, must be
  670  given full and complete access to all proprietary confidential
  671  business information upon request and without subpoena and must
  672  maintain the confidentiality of information so received. As used
  673  in this subsection, the term “proprietary confidential business
  674  information” means information, regardless of its form or
  675  characteristics, that is owned or controlled by the not-for
  676  profit corporation or its subsidiaries, including, but not
  677  limited to, all matters encompassed in privileged attorney
  678  client communications and strategic planning.
  679         (14) Subject to the annual approved budget, the hospital
  680  board shall reimburse the not-for-profit corporation for
  681  indigent care pursuant to the Florida Health Care Responsibility
  682  Act and the Florida Indigent Certification Standards.
  683         (15) The provisions in this act and the hospital board’s
  684  lease with the not-for-profit corporation shall be construed and
  685  interpreted as furthering the public health and welfare and the
  686  open government requirements of s. 24, Art. I of the State
  687  Constitution and sections 119.01 and 286.011, Florida Statutes.
  688         (16) Any dispute between the hospital board and the not
  689  for-profit corporation shall be subject to any court action
  690  pursuant to sections 164.101-164.1065, Florida Statutes, and the
  691  provisions of this act may be enforced by a court of competent
  692  jurisdiction in declaratory proceedings under chapter 86,
  693  Florida Statutes, by injunction, or by any other appropriate
  694  form of judicial relief.
  695         (17) Failure of the not-for-profit corporation to comply
  696  with any or all of the oversight and accountability provisions
  697  in this section shall not constitute a breach or a termination
  698  of the lease agreement between the not-for-profit corporation
  699  and the hospital board but shall provide cause for the hospital
  700  board, in its discretion, to seek judicial relief in any form
  701  that is authorized by law and appropriate to rectify the
  702  noncompliant act or omission.
  703         Section 4. Section 17 of the Citrus County Hospital and
  704  Medical Nursing and Convalescent Home Act applies to existing
  705  and future leases and amendments, revisions, and restatements
  706  thereto, and to existing and future agreements for hospital care
  707  and amendments, revisions, and restatements thereto. However,
  708  the Citrus County Hospital and Medical Nursing and Convalescent
  709  Home Act does not apply to the term of any existing contract
  710  entered into by the not-for-profit corporation with a third
  711  party, to any existing contract for the borrowing of money in
  712  excess of $100,000, to any additional loan indebtedness or
  713  leases in excess of $1.25 million for which the hospital board
  714  has not previously given its approval, or to any existing
  715  contract for a capital project in excess of $250,000 per
  716  project, and any nonbudgeted operative expenditure in excess of
  717  $125,000 in the per annum aggregate, for which the hospital
  718  board has not previously given its approval.
  719         Section 5. Chapters 99-442 and 2001-308, Laws of Florida,
  720  are repealed.
  721         Section 6. If any provision of this act or its application
  722  to any person or circumstance is held invalid or
  723  unconstitutional by a court of competent jurisdiction, the
  724  invalidity shall not affect other provisions or applications of
  725  the act which can be given effect without the invalid provision
  726  or application, and to this end the provisions of this act are
  727  severable.
  728         Section 7. This act shall be construed as a remedial act
  729  and shall be liberally construed to promote the purpose for
  730  which it is intended.
  731         Section 8. This act shall take effect July 1, 2011.

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