HB 1043

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

CODING: Words stricken are deletions; words underlined are additions.