CS/HB 1043

1
A bill to be entitled
2An act relating to Citrus County; providing for
3codification of special laws relating to the Citrus County
4Hospital Board, an independent special district in Citrus
5County; providing legislative intent; codifying, amending,
6reenacting, and repealing chapters 99-442 and 2001-308,
7Laws of Florida, as the "Citrus County Hospital and
8Medical Nursing and Convalescent Home Act"; deleting
9obsolete provisions; making technical revisions; providing
10definitions; authorizing the board to enter into a lease
11or contract with a not-for-profit corporation for the
12purpose of operating and managing the hospital and its
13facilities; providing requirements for such lease or
14contract; declaring a need for governance authority to
15fulfill the hospital board's public responsibilities;
16providing for a board of directors; providing for
17membership; requiring that the not-for-profit corporation
18conform all governance documents to certain requirements,
19if necessary; authorizing ad valorem taxation; requiring
20that the not-for-profit corporation separately account for
21the expenditure of all ad valorem tax moneys provided by
22the hospital board; requiring that the expenditure of all
23public tax funds be approved in a public meeting and
24maintained in a separate account; providing for the
25hospital board's approval or rejection of the not-for-
26profit corporation's articles of incorporation or bylaws,
27selection of a new chief  executive officer or renewal of
28his or her employment contract, the annual operating and
29capital budgets, additional loan indebtedness or leases in
30excess of a specified amount, and the not-for-profit
31corporation's policies for travel reimbursements and
32contract bid procedures; providing that all records of the
33not-for-profit corporation are public records unless
34exempt; providing that any dispute between the hospital
35board and the not-for-profit corporation is subject to
36court action; providing for interpretation and
37implementation of the act and for court enforcement;
38providing application; repealing chapters 99-442 and 2001-
39308, Laws of Florida, relating to the Citrus County
40Hospital Board; providing severability; providing
41construction; providing an effective date.
42
43     WHEREAS, the Citrus County Hospital Board was created by
44the Legislature in 1949 as a special taxing district and a
45public nonprofit corporation for the purpose of acquiring,
46building, constructing, maintaining, and operating a public
47hospital in Citrus County; and, in 1965, the Legislature
48expanded the purpose of the hospital board to include operating
49public hospitals, medical nursing homes, and convalescent homes
50in Citrus County, and
51     WHEREAS, in 1987, the hospital board caused to be
52incorporated a not-for-profit management corporation with the
53original purpose of operating exclusively for the benefit of and
54carrying out the purposes of the Citrus County Hospital Board
55and, in 1990, entered into a long-term lease agreement with the
56not-for-profit management corporation pursuant to section
57155.40, Florida Statutes, leasing all public assets, operations,
58and management of Citrus Memorial Hospital to the not-for-profit
59management corporation, and
60     WHEREAS, at the time the lessee management corporation was
61incorporated, the corporate board consisted of five hospital
62board directors, the hospital CEO, the Chief of the Medical
63Staff, and two private at-large directors selected by the
64hospital board, which provided the hospital board a five-to-four
65majority position on the management corporation's board of
66directors; however, currently, the corporate board consists of
67five hospital board directors, seven private at-large directors
68selected by the corporation, and one medical director, reducing
69the hospital board to a minority position of five of 13
70corporate directors, and
71     WHEREAS, members of the hospital board constituted a
72majority of the board of directors of the lessee corporation
73when the hospital board incorporated the not-for-profit
74corporation, but the hospital board's majority has been diluted
75over time through an increase in the number of private, at-large
76directors, and
77     WHEREAS, the term of the lease agreement extends for 43
78years, with an unconditional right of renewal provided to the
79lessee management corporation for an additional 45 years,
80providing an effective 88-year lease term, and
81     WHEREAS, the lease provisions do not provide for reasonable
82public accountability regarding operative or financial
83performance standards other than requiring the not-for-profit
84management corporation to maintain minimal bond covenants, and
85the lease fails to provide for any corporate performance
86standards regarding financial or operative compliance with
87industry standards or for any actionable financial or operative
88performance monitoring by the hospital board, and
89     WHEREAS, the Financial Hospital Data 2003-08 compiled by
90the Agency for Health Care Administration (AHCA) reports the
91lessee management corporation has incurred cumulative financial
92operative losses from patient services exceeding $50 million;
932009 AHCA documents reflect corporate losses from patient
94services approaching $6 million; and internal financial
95statements project 2010 corporate losses from patient services
96in excess of $10 million, and
97     WHEREAS, the AHCA Financial Hospital Data 2003-08 reports
98the lessee corporation consistently underperforms AHCA
99statistically similar hospital group operating margin financial
100benchmarks as well as consistently underperforms the AHCA not-
101for-profit hospital group, and
102     WHEREAS, consistent patient service operative losses
103incurred by the lessee corporation from 2004 to 2009 have
104necessitated substantial increases in the ad valorem tax burden
105on the citizens of Citrus County and decreased the management
106corporation's quantitative debt capacity from $11 million in
1072004 to negative $22 million in 2008, and
108     WHEREAS, in February 2010, the Auditor General issued a
109report of final findings that is critical of the not-for-profit
110corporation's fiscal management of the leased public hospital
111facilities and its accountability for public funds, noting that
112the lease agreement does not prescribe any specific good
113business practices to ensure efficient operations of the public
114hospital and that Florida Statutes do not authorize the public
115hospital board to relinquish to an independent private board
116unfettered control over public property, powers, taxing
117authority, and money, including expenditures of ad valorem taxes
118without public oversight or accountability, and further noting
119that the hospital board must exercise sufficient control over
120the management corporation for the management corporation to be
121considered an instrumentality of a governmental entity and thus
122entitled to sovereign immunity, and
123     WHEREAS, the Attorney General opined in 2006 and the Fifth
124Judicial Circuit Court in and for Citrus County has held in
1252008, limited to a specific case, that the not-for-profit
126management corporation is an instrumentality of the hospital
127board for purposes of section 768.28, Florida Statutes, and is,
128under the circumstances then presented, entitled to sovereign
129immunity, and
130     WHEREAS, the not-for-profit corporation has refused to make
131available to the hospital board a strategic plan, which it
132considered in closed meetings and later discussed in public
133forums in violation of Florida's open meetings and public
134records laws, and
135     WHEREAS, the not-for-profit corporation had filed a
136petition with AHCA for a declaratory statement that would
137authorize the corporation to continue its practice of not
138separately accounting for its expenditure of low-income pool
139funds received from AHCA pursuant to federal and state laws but
140later withdrew its petition upon being advised that such a
141statement would not be issued, and
142     WHEREAS, in October 2010, the Executive Committee of the
143Medical Staff of the not-for-profit corporation expressed "no
144confidence" in the corporation's chief executive officer and
145president by a supermajority vote due to a lack of trust by its
146medical staff physicians in the management corporation's CEO,
147and
148     WHEREAS, the hospital board has repeatedly expressed
149governance, administrative, and financial performance concerns
150to the not-for-profit corporation with respect to its
151performance of public responsibilities and its management of
152public assets on behalf of the hospital board and the taxpayers
153of Citrus County, but without success, and
154     WHEREAS, the hospital board has endeavored to resolve
155governance, administrative, and financial concerns with the
156lessee on an amicable basis but has received no cooperation from
157the lessee, and
158     WHEREAS, to ensure the benefits of sovereign immunity
159status, meaningful oversight by the hospital board is
160necessitated in light of the not-for-profit corporation's
161asserted status as an instrumentality of the hospital district,
162and
163     WHEREAS, restoration of meaningful hospital board
164representation on the board of the lessee management corporation
165and implementation of appropriate accountability and oversight
166by the hospital board are necessitated by the corporate
167deficiencies as found by the Auditor General, the lessee
168corporation's losses from patient services, increased debt and
169ad valorem tax dependency, consistent financial underperformance
170when compared with the AHCA statistically similar hospital group
171and the AHCA not-for-profit hospital group, and the need to
172further and ensure the asserted sovereign immunity status of the
173not-for-profit corporation as an instrumentality of the hospital
174district, and
175     WHEREAS, the ability of the hospital board to continue to
176act in the public interest on behalf of the taxpayers of Citrus
177County requires mechanisms to ensure adherence to the hospital
178board's public responsibilities and express authority for
179judicial interpretation and enforcement of this act through
180declaratory proceedings and other appropriate judicial remedies,
181and
182     WHEREAS, this act provides an appropriate and effective
183means of addressing the lessee's performance of its
184responsibilities to the public and to the taxpayers of Citrus
185County, NOW, THEREFORE,
186
187Be It Enacted by the Legislature of the State of Florida:
188
189     Section 1.  This act constitutes the codification of all
190special acts relating to the Citrus County Hospital Board. It is
191the intent of the Legislature in enacting this law to provide a
192single, comprehensive special act charter for the district,
193including all current authority granted to the district by its
194several legislative enactments and any additional authority
195granted by this act.
196     Section 2.  Chapters 99-442 and 2001-308, Laws of Florida,
197relating to the Citrus County Hospital Board, are codified,
198reenacted, amended, and repealed as provided in this act.
199     Section 3.  The Citrus County Hospital Board is re-created,
200and the charter is re-created and reenacted to read:
201     Section 1.  This act may be cited as the "Citrus County
202Hospital and Medical Nursing and Convalescent Home Act."
203     Section 2.  As used in this act, the following words and
204terms have the following meanings:
205     (1)  "Citrus County Hospital Board," "hospital board," and
206"board" means the Citrus County Hospital Board.
207     (2)  "County" means Citrus County.
208     (3)  "County hospital and medical nursing and convalescent
209homes" includes hospitals, medical care facilities, clinics, and
210other allied medical care units.
211     (4)  "Indigent care" means medically necessary health care
212provided to Citrus County residents who are determined to be
213qualified pursuant to the provisions of the Florida Health Care
214Responsibility Act, section 154.304(9), Florida Statutes, and
215the Florida Health Care Indigency Eligibility Certification
216Standards, Florida Administrative Code, rule 59H-1.0035(30).
217     (5)  "Operate" includes build, construct, maintain, repair,
218alter, expand, equip, lease pursuant to and consistent with the
219provisions of this act, finance, and operate.
220     (6)  "Property" means real and personal property of every
221nature whatsoever.
222     (7)  "State" means the State of Florida.
223     Section 3.  (1)  There is hereby created the Citrus County
224Hospital Board, an independent special district, and by that
225name the board may sue and be sued, plead and be impleaded,
226contract and be contracted with, acquire and dispose of property
227or any interest therein, and have an official seal. The board is
228created as a public nonprofit corporation without stock and is
229composed of and governed by the five members herein provided
230for, to be known as trustees. The hospital board is hereby
231constituted and declared to be an agency of the county and
232incorporated for the purpose of operating hospitals, medical
233nursing homes, and convalescent homes in the county. The
234hospital board shall consist of five trustees appointed by the
235Governor, and, upon this act becoming a law, the present members
236will automatically become trustees and shall constitute the
237board. Their respective terms of office shall be the term each
238member is presently serving. All subsequent appointments, upon
239the expiration of the present terms, shall be for terms of 4
240years each. Upon the expiration of the term of each trustee, the
241successor shall be appointed by the Governor. Likewise, any
242vacancy occurring shall be filled by appointment by the Governor
243for the unexpired term. Each appointment by the Governor is
244subject to approval and confirmation by the Senate.
245     (2)  The trustees of the board shall elect from among its
246members a chair, a vice chair, and a secretary-treasurer, who
247shall each hold office for a period of 1 year. Each trustee
248shall execute a bond in the penal sum of $5,000 with a good and
249sufficient surety of a surety company authorized under the laws
250of the state to become surety, payable to the Citrus County
251Hospital Board, conditioned upon the faithful performance of the
252duties of the trustee, which bonds shall be approved by the
253remaining trustees of the board and shall be filed with the
254Board of County Commissioners of Citrus County. The premiums on
255such bonds shall be paid by the hospital board. Three trustees
256shall constitute a quorum of the hospital board for the purpose
257of conducting its business and exercising its powers and for all
258other purposes. Action may be taken by the board only upon a
259vote in the affirmative of three trustees thereof.
260     (3)  The hospital board shall comply with the applicable
261requirements of chapter 280, Florida Statutes, and part IV of
262chapter 218, Florida Statutes.
263     (4)  Any and all funds so deposited shall be withdrawn by a
264check or warrant signed by two trustees of the hospital board,
265of which one shall be the chair, vice chair, or secretary-
266treasurer. No check or warrant exceeding the sum of $25,000
267shall be delivered to the payee without approval thereof shown
268in the minutes of the hospital board meeting.
269     Section 4.  The trustees of the board shall receive no
270compensation for their services, but they shall be entitled to
271indemnification from the hospital board for all actions taken in
272good faith or on the basis of legal advice from board counsel,
273in the manner and the extent provided for in a subsequent
274section of this act.
275     Section 5.  The Citrus County Hospital Board as hereby
276created shall be for the purpose of operating, in Citrus County,
277public hospitals, medical nursing homes, and convalescent homes,
278primarily and chiefly for the benefit of the citizens and
279residents of Citrus County. Authority is hereby given to the
280board to build, erect, expand, equip, maintain, operate, alter,
281change, lease pursuant to and consistent with the provisions of
282this act, and repair public hospitals, medical nursing homes,
283and convalescent homes in Citrus County. The corporation is
284authorized, when rooms and services are available, without
285detriment or deprivation to the citizens and residents of Citrus
286County, to extend the hospitalization and medical nursing home
287and convalescent home services provided by such hospitals,
288medical nursing homes, and convalescent homes to patients from
289adjoining and other counties of Florida and from other states,
290upon the payment of the cost of such hospitalization, medical
291nursing home services, and convalescent home services as may be
292determined by the trustees of the hospital board. The board
293shall have the power and authority to operate an ambulance
294system and ambulance services and to charge all patients for all
295services rendered in any facility owned or operated by the
296hospital board, including the ambulance facility. The board may
297charge a patient interest on the patient's account; sell,
298discount, or assign such account to a bank, finance company,
299collection agency, or other type of collection facility; accept
300promissory notes or other types of debt obligations from a
301patient; assign or discount such accounts receivable, notes, or
302other obligations; require a patient to guarantee the payment of
303an existing account or note; require a guarantee of payment
304before admitting a patient; and receive and assign any
305assignment of all types of insurance proceeds. In addition to
306all other powers, the board shall have the power and authority
307to:
308     (1)  Provide for the payment of indigent care services by
309private health care providers in the county, or to partner with
310other entities such as the Department of Health, in furtherance
311of the hospital board's public purpose and the necessity for the
312preservation of the public health and welfare of the residents
313of the county by the hospital board.
314     (2)  Develop and implement a county health plan.
315     Section 6.  The board of county commissioners shall levy or
316cause to be levied each year beginning July 1, 1965, the millage
317certified to the board of county commissioners by the trustees
318of the board upon all taxable real and personal property in
319Citrus County, not including, however, homestead property that
320is exempt from general taxation by the Constitution of the State
321of Florida, for the purpose of erecting, building, equipping,
322maintaining, changing, altering, repairing, leasing, and
323operating the public hospital provided for in this act. Such tax
324shall be known as the hospital tax, and the property appraiser
325shall make such assessments and the tax collector shall collect
326such assessments when made. The money collected shall be paid
327monthly to the board. However, the annual tax levied under this
328section may not exceed 3 mills.
329     Section 7.  The hospital board is hereby authorized and
330empowered to own and acquire property by purchase, lease, gift,
331grant, or transfer from the county, the state, or the Federal
332Government, or any subdivision or agency thereof, or from any
333municipality, person, partnership, or corporation and to
334acquire, construct, maintain, operate, expand, alter, repair,
335change, lease, finance, and equip hospitals, medical nursing
336homes, convalescent homes, medical care facilities, and clinics
337in the county.
338     Section 8.  The hospital board is authorized and empowered
339to enter into contracts with individuals, partnerships,
340corporations, municipalities, the county, the state or any
341subdivision or agency thereof, or the United States of America
342or any subdivision or agency thereof to carry out the purposes
343of this act.
344     Section 9.  The hospital board is empowered to and shall
345adopt all necessary rules, regulations, and bylaws for the
346operation of hospitals, medical nursing homes, and convalescent
347homes; provide for the admission thereto and treatment of such
348charity patients who are citizens of the state and residents of
349the county for the preceding 2 years; set the fees and charges
350to be made for the admission and treatment therein of all
351patients; and establish the qualifications for members of the
352medical profession to be entitled to practice therein.
353     Section 10.  The hospital board shall have the power to
354purchase any and all equipment that may be needed for the
355operation of hospitals, medical nursing homes, and convalescent
356homes and shall have the power to appoint and hire such agent or
357agents, technical experts, attorneys, and all other employees as
358are necessary for carrying out the purposes of this act,
359including the hiring and maintenance of staff personnel as it
360may deem appropriate to assist the board in the discharge of its
361operational, financial, and statutory responsibilities, and in
362carrying out its fiduciary duties to the taxpayers of Citrus
363County, and to prescribe their salaries and duties. The board
364shall have the power to discharge all employees or agents when
365deemed necessary by the board for the carrying out of the
366purposes of this act.
367     Section 11.  At the end of each fiscal year, the Citrus
368County Hospital Board shall within 30 days file with the Clerk
369of the Circuit Court of Citrus County a full, complete, and
370detailed accounting of the preceding year and at the same time
371shall file a certified copy of such financial report with the
372Board of County Commissioners of Citrus County, which report
373shall be recorded in the minutes of the board of county
374commissioners. The board of county commissioners, at its
375discretion and at the expense of the county, may publish and
376report an accounting in a newspaper of general circulation in
377Citrus County.
378     Section 12.  In addition to all other implied and express
379powers contained in this act, the board shall have the express
380authority to negotiate loans to borrow money from any state or
381federal agency for the purpose or purposes of constructing,
382maintaining, repairing, altering, expanding, equipping, leasing,
383and operating county hospitals, medical nursing homes,
384convalescent homes, medical care facilities, clinics, and all
385other types of allied medical care units.
386     Section 13.  (1)  In addition to all other implied and
387express powers contained in this act, the board shall have the
388express authority to borrow money, with or without issuing notes
389therefor, for the purpose or purposes of constructing,
390maintaining, repairing, altering, expanding, equipping, leasing,
391and operating county hospitals, medical nursing homes,
392convalescent homes, medical care facilities, clinics, and all
393other types of allied medical care units. The board's authority
394to borrow money, with or without issuing notes, shall be subject
395to the conditions of this act applying to the board's right to
396issue revenue bonds.
397     (2)  The board shall have express authority to issue bonds,
398subject to approval at a referendum of the voters of the county,
399and to issue revenue bonds, without a referendum of the voters
400of the county, the proceeds of which shall be used for erecting,
401equipping, building, expanding, altering, changing, maintaining,
402operating, leasing, and repairing such hospitals, medical
403nursing homes, and convalescent homes. Such bonds, federal or
404state hospital loans, notes, or revenue bonds shall mature
405within 30 years after the year in which they are issued or made
406and shall be payable in such years and amounts as shall be
407approved by the board.
408     (3)  The board shall determine the form of the loans,
409notes, bonds, and revenue bonds, including any interest coupons
410to be attached thereto, and the manner of executing them, and
411shall fix the denomination or denominations thereof and the
412place or places of payment of principal and interest, which may
413be at any bank or trust company within or without the state. In
414case a trustee whose signature or a facsimile of whose signature
415appears on any loan, note, bond, or revenue certificate or
416coupon ceases to be such trustee before the delivery thereof,
417such signature or facsimile shall nevertheless be valid and
418sufficient for all purposes the same as if the trustee had
419remained in office until such delivery. All loan agreements,
420notes, bonds, and revenue bonds issued hereunder shall have and
421are hereby declared to have all the qualities and incidents of
422negotiable instruments under the negotiable instruments law of
423the state.
424     (4)  Whenever the board passes a resolution approving the
425issuance of such bonds, the board shall call for an election
426and, subject to such election, permit the repayment of the bonds
427out of an annual levy not to exceed 1.5 mills per year. Such
428millage is included in the maximum millage of 3 mills per year.
429Subject to such limitations, such bonds shall be payable from
430the full faith and credit of the board.
431     (5)  The loans, notes, and revenue bonds, together with the
432interest, shall be payable from gross or net receipts of the
433hospital board or any portion thereof.
434     (6)  Such loans, notes, bonds, or revenue bonds shall not
435bear interest in excess of the maximum rate permitted by the
436laws of the state.
437     (7)  The board may sell bonds, loans, notes, or revenue
438bonds in such manner, either at public or private sale, and for
439such price as it may determine to be for the best interest of
440the hospital board.
441     Section 14.  The total amount of outstanding bonds of the
442hospital payable from ad valorem taxation at any one time shall
443not exceed an amount equal to 6 times the annual hospital tax,
444assuming such tax is based upon the yearly millage of 3 mills.
445     Section 15.  (1)  The Citrus County Hospital Board shall
446have the authority to enter into leases or contracts with a not-
447for-profit Florida corporation for the purpose of operating and
448managing the hospital and any or all of its facilities of any
449kind and nature.
450     (2)  The Citrus County Hospital Board shall have the power
451and authority to:
452     (a)  Provide health care services to residents of the
453county through the use of health care facilities not owned and
454operated by the hospital board. The provision of such care is
455hereby found and declared to be a public purpose and necessary
456for the preservation of the public health and welfare of the
457residents of the county.
458     (b)  Maintain an office and all necessary staff at such
459place or places as it may designate.
460     (c)  Employ administrators, physicians, attorneys,
461accountants, financial experts, consulting engineers,
462architects, surveyors, and such other employees and agents as
463may be necessary in its judgment and to fix their compensation,
464regardless of any lease to the not-for-profit corporation.
465     (d)  Acquire existing health care facilities and reimburse
466any health care facility for the cost of such facilities in
467accordance with an agreement between the hospital board and the
468health care facility.
469     (e)  Acquire existing health care facilities and refund,
470refinance, or satisfy outstanding obligations, mortgages, or
471advances issued, made, or given by such health care facility.
472     (f)  Mortgage any health care facility and the site
473thereof.
474     (g)  Cooperate or contract with other governmental agencies
475or private individuals or entities as may be necessary,
476convenient, incidental, or proper in connection with any of the
477powers, duties, or purposes authorized by this act.
478     (h)  Provide for reimbursement to hospitals, physicians, or
479other health care providers or facilities, whether public or
480private, and pay private physicians for indigent care.
481     (i)  Establish criteria for the provision of health care
482pursuant to this act.
483     (3)  The hospital board is hereby restricted from
484reimbursing any health care providers or facilities, including
485hospitals and physicians, for their bad debts arising from those
486patients who are not eligible for reimbursement under hospital
487board guidelines. The hospital board, however, shall continue to
488reimburse such health care providers for the medical care of
489medically needy patients, to the extent of the hospital board's
490limited financial resources, taking into account funds available
491from other sources, including other governmental funding
492sources.
493     Section 16.  (1)  The hospital board shall have the power
494to indemnify any person who was or is a party, or is threatened
495to be made a party, to any threatened, pending, or completed
496action, suit, or proceeding, whether civil, criminal,
497administrative, or investigative (other than an action by, or in
498the right of, the hospital board) by reason of the fact that he
499or she is or was an agent of the hospital board, against
500expenses (including attorney's fees), judgments, fines, and
501amounts paid in settlement actually and reasonably incurred by
502him or her in connection with such action, suit, or proceeding,
503including any appeal thereof, if he or she acted in good faith
504and in a manner he or she reasonably believed to be in, or not
505opposed to, the best interests of the hospital board and, with
506respect to any criminal action or proceeding, had no reasonable
507cause to believe this conduct was unlawful.
508     (2)  The hospital board shall also have the power to
509indemnify any such person against any loss of wages or earnings
510suffered during his or her defense, provided that, in the
511opinion of the trustees of the hospital board, those losses were
512directly attributable to that defense.
513     (3)  The termination of any action, suit, or proceeding by
514judgment, order, settlement, or conviction or upon a plea of
515nolo contendere or its equivalent shall not, of itself, create a
516presumption that the person did not act in good faith and in a
517manner which he or she reasonably believed to be in, or not
518opposed to, the best interests of the hospital board or, with
519respect to any criminal action or proceeding, had reasonable
520cause to believe that his or her conduct was unlawful.
521     (4)  No indemnification under this section shall be made in
522respect of any claim, issue, or matter as to which such person
523shall have been adjudged to be liable for negligence or
524misconduct in the performance of his or her duty to the hospital
525board unless, and only to the extent that, the court in which
526such action or suit was brought determines upon application
527that, despite the adjudication of liability but in view of all
528circumstances of the case, such person is fairly and reasonably
529entitled to indemnification for such expenses that such court
530shall deem proper.
531     (5)  If an individual has been determined by the hospital
532board to be an agent entitled to compensation under these
533indemnity provisions and to the extent that such agent of the
534hospital board has been successful on the merits or otherwise in
535defense of any action, suit, or proceeding referred to in the
536subsections above or in defense of any claim, issue, or matter
537therein, he or she shall be indemnified against expenses
538(including attorney's fees) actually and reasonably incurred by
539him or her in connection therewith. Any such successful agent
540shall also be indemnified against any loss of wages or personal
541service earnings suffered during his or her defense, provided
542that, by the vote of the hospital board acting through a quorum
543consisting of members who are not parties to such action, suit,
544or proceeding, it is determined that those losses were directly
545attributable to the time involved in that defense. If, however,
546a quorum of disinterested members cannot be convened, the
547decision shall be made by independent legal counsel, who may be
548the legal counsel for the hospital board or may be selected by
549legal counsel for the hospital board.
550     (6)  As used in this section, the term "agent of the
551hospital board" means a hospital board member; hospital board
552officer; committee member appointed by the hospital board; or
553hospital board employee, including persons employed by the
554hospital board to provide executive, physician, nursing, dental,
555paramedical, technical, business, management, legal, and other
556supporting services for the hospital board, together with such
557other approved agents of the hospital board as well as such
558other legal entities or individuals as the hospital board may
559determine by board resolution are carrying out the health care
560purposes and mandates of the hospital board during the period
561those entities or individuals are acting within the scope of the
562authority and duties devolving upon them through an agreement
563with or direct mandate from the hospital board, excluding
564medical malpractice claims asserted individually against such
565persons, but including a person serving at the direction of the
566hospital board. All such agents of the hospital board, in order
567to be entitled to indemnification for the liability arising out
568of the act in question, shall have been acting within the scope
569of their employment on hospital board-related business.
570     (7)  Unless otherwise determined by a court as provided in
571this section, any indemnification under this section shall be
572made by the hospital board only as authorized in the specific
573case upon a determination of a quorum of hospital board members
574who are not parties to such action, suit, or proceeding or, if
575that is not possible, by independent legal counsel, who may be
576the legal counsel of the hospital board, that indemnification of
577the agent of the hospital board is proper in the circumstances
578because he or she has met the applicable standard of conduct set
579forth in this section.
580     (8)  Expenses (including attorney's fees) and lost wages or
581earnings incurred in defending a civil or criminal action, suit,
582or proceeding may be paid by the hospital board in advance of
583the final disposition of such action, suit, or proceeding upon a
584preliminary determination following one of the procedures set
585forth in this section that the agent of the hospital board met
586the applicable standard of conduct set forth in the above
587subsections, and upon receipt of an undertaking by or on behalf
588of the agent of the hospital board to repay such amount unless
589it is ultimately determined that he or she is entitled to be
590indemnified by the hospital board as authorized in this section.
591     (9)  Indemnification as provided in this section shall
592continue as to a person who has ceased to be an agent of the
593hospital board and shall inure to the benefit of the heirs,
594executors, and administrators of such a person.
595     Section 17.  To ensure public oversight, accountability,
596and public benefit from the not-for-profit corporation to which
597the hospital board has leased hospital facilities, and in
598addition to the requirements for any such lease set forth in
599section 155.40, Florida Statutes:
600     (1)  All members of the hospital board and the board of the
601not-for-profit corporation shall be residents of Citrus County.
602     (2)  The not-for-profit corporation shall separately
603account for the expenditure of all ad valorem tax moneys
604provided to it by the Citrus County Hospital Board, including
605maintaining them in a separate accounting fund. The expenditure
606for all such public tax funds shall be approved in a public
607meeting and separately accounted for annually by the not-for-
608profit corporation in a report provided to the Citrus County
609Hospital Board.
610     (3)  The articles of incorporation, all amendments or
611restatements of the articles of incorporation, all corporate
612bylaws, all amendments or restatements of the corporate bylaws,
613and all other governing documents of the not-for-profit
614corporation shall be subject to the approval of the hospital
615board, and any such documents that have not heretofore been
616approved by the hospital board shall be submitted forthwith to
617the hospital board for approval.
618     (4)  The hospital board shall be the sole member of the
619not-for-profit corporation.
620     (5)  The hospital board shall independently approve any
621plan of merger or dissolution of the not-for-profit corporation
622pursuant to sections 617.1103 and 617.1402, Florida Statutes,
623and may reject any such plan in its sole discretion.
624     (6)  The members of the hospital board shall be voting
625directors of the not-for-profit board of directors who
626constitute a majority of the voting directors of the not-for-
627profit corporation; and, to the extent that any governance
628documents of the not-for-profit corporation do not so presently
629provide, the not-for-profit corporation shall forthwith take all
630steps necessary to bring them into conformity with this majority
631membership requirement.
632     (7)  All members of the not-for-profit board of directors
633shall be subject to approval by the hospital board, and any
634board members presently serving who have not heretofore been
635approved by the hospital board shall be submitted forthwith to
636the hospital board for approval.
637     (8)  The chief executive officer of the not-for-profit
638corporation and his or her term of office and any extensions
639thereof shall be approved by the hospital board, and the
640hospital board may terminate the term of the chief executive
641officer of the not-for-profit corporation with or without cause
642in its sole discretion, subject to the terms of any and all
643then-existing contracts.
644     (9)  The hospital board shall approve all borrowing of
645money by the not-for-profit corporation in any form and for any
646reason in an amount exceeding $100,000, any additional loan
647indebtedness or leases in excess of $1.25 million per instrument
648or contract, and all policies of the not-for-profit corporation
649that govern travel reimbursements and contract bid procedures.
650     (10)  No annual operating and capital budget of the not-
651for-profit corporation shall become effective until approved by
652the hospital board.
653     (11)  Any capital project of the not-for-profit corporation
654having a value in excess of $250,000 per project, and any
655nonbudgeted operative expenditure in excess of $125,000 in the
656per annum aggregate, shall be approved by the hospital board.
657     (12)  At the discretion of the hospital board, each and
658every year the not-for-profit corporation shall complete an
659independent audit of the fiscal management of the hospital by an
660auditor chosen by the hospital board, with the audit to be paid
661for by the not-for-profit corporation.
662     (13)  All records of the not-for-profit corporation shall
663be public records unless exempt by law; however, the hospital
664board, pursuant to its oversight and auditing functions, must be
665given full and complete access to all proprietary confidential
666business information upon request and without subpoena and must
667maintain the confidentiality of information so received. As used
668in this subsection, the term "proprietary confidential business
669information" means information, regardless of its form or
670characteristics, that is owned or controlled by the not-for-
671profit corporation or its subsidiaries, including, but not
672limited to, all matters encompassed in privileged attorney-
673client communications and strategic planning.
674     (14)  Subject to the annual approved budget, the hospital
675board shall reimburse the not-for-profit corporation for
676indigent care pursuant to the Florida Health Care Responsibility
677Act and the Florida Indigent Certification Standards and shall
678take into account funds available from other sources, including
679other governmental funding sources.
680     (15)  The provisions in this act and the hospital board's
681lease with the not-for-profit corporation shall be construed and
682interpreted as furthering the public health and welfare and the
683open government requirements of s. 24, Art. I of the State
684Constitution and sections 119.01 and 286.011, Florida Statutes.
685     (16)  Any dispute between the hospital board and the not-
686for-profit corporation shall be subject to any court action
687pursuant to sections 164.101-164.1065, Florida Statutes, and the
688provisions of this act may be enforced by a court of competent
689jurisdiction in declaratory proceedings under chapter 86,
690Florida Statutes, by injunction, or by any other appropriate
691form of judicial relief.
692     (17)  Failure of the not-for-profit corporation to comply
693with any or all of the oversight and accountability provisions
694in this section shall not constitute a breach or a termination
695of the lease agreement between the not-for-profit corporation
696and the hospital board but shall provide cause for the hospital
697board, in its discretion, to seek judicial relief in any form
698that is authorized by law and appropriate to rectify the
699noncompliant act or omission.
700     Section 4.  Section 17 of the Citrus County Hospital and
701Medical Nursing and Convalescent Home Act applies to existing
702and future leases and amendments, revisions, and restatements
703thereto, and to existing and future agreements for hospital care
704and amendments, revisions, and restatements thereto. However,
705the Citrus County Hospital and Medical Nursing and Convalescent
706Home Act does not apply to the term of any existing contract
707entered into by the not-for-profit corporation with a third
708party, to any existing contract for the borrowing of money in
709excess of $100,000, to any additional loan indebtedness or
710leases in excess of $1.25 million for which the hospital board
711has not previously given its approval, or to any existing
712contract for a capital project in excess of $250,000 per
713project, and any nonbudgeted operative expenditure in excess of
714$125,000 in the per annum aggregate, for which the hospital
715board has not previously given its approval.
716     Section 5.  Chapters 99-442 and 2001-308, Laws of Florida,
717are repealed.
718     Section 6.  If any provision of this act or its application
719to any person or circumstance is held invalid or
720unconstitutional by a court of competent jurisdiction, the
721invalidity shall not affect other provisions or applications of
722the act which can be given effect without the invalid provision
723or application, and to this end the provisions of this act are
724severable.
725     Section 7.  This act shall be construed as a remedial act
726and shall be liberally construed to promote the purpose for
727which it is intended.
728     Section 8.  This act shall take effect July 1, 2011.


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