BILL NUMBER: AB 334	AMENDED
	BILL TEXT

	AMENDED IN SENATE  AUGUST 11, 2014

INTRODUCED BY   Assembly Member  Gomez  
Buchanan 

                        FEBRUARY 13, 2013

   An act to amend  and repeal  Section  11045 of
the Government Code, relating to public employment.  
101850 of the Health and Safety Code, relating to the Alameda Health
System, and declaring the urgency thereof, to take effect
immediately. 



	LEGISLATIVE COUNSEL'S DIGEST


   AB 334, as amended,  Gomez   Buchanan  .
 State personnel: employment of outside legal counsel.
  Alameda Health System hospital authority.  
   Existing law authorizes the board of supervisors of Alameda County
to establish an independent hospital authority strictly and
exclusively dedicated to the management, administration, and control
of the group of public hospitals, clinics, and programs that comprise
the Alameda County Medical Center. Existing law, commencing January
1, 2015, authorizes the board to establish an independent hospital
authority for the Alameda Health System, formerly known as the
Alameda County Medical Center, and makes conforming changes. 

   Existing law sets forth the powers and duties of the hospital
authority, including, but not limited to, the power to contract for
services required to meet its obligations. Existing law prohibits the
hospital authority from entering into any contract with any private
person or entity before January 1, 2024, to replace services being
provided by physicians and surgeons who are employed by the hospital
authority and in a recognized collective bargaining unit as of March
31, 2013, with services provided by a private person or entity
without clear and convincing evidence that the needed medical care
can only be delivered cost effectively by a private contractor. 

    This bill would, until January 1, 2015, instead prohibit the
Alameda County Medical Center, and after that date, would prohibit
the hospital authority, from entering into any contract with any
other person or entity, including, but not limited to, a subsidiary
or other entity established by the authority, to replace the services
described above with services provided by that other person or
entity without clear and convincing evidence that the needed medical
care can only be delivered cost effectively by that other person or
entity.  
   This bill would declare that it is to take effect immediately as
an urgency statute.  
   Existing law generally requires the written consent of the
Attorney General prior to employment of outside counsel for
representation of any state agency or employee in any judicial
proceeding. Existing law requires a state agency requesting the
consent of the Attorney General to employ outside counsel to provide
a notice containing specified information regarding the request to
the designated representative of State Employees Bargaining Unit 2.
Existing law further requires a state agency, when it submits a
contract for outside counsel to the Department of General Services in
connection with state contracting requirements, to also submit a
copy of the contract to the designated representative of State
Employees Bargaining Unit 2.  
   This bill would provide that the failure of a state agency to
provide a copy of the contract for outside counsel to the designated
representative State Employees Bargaining Unit 2 when it provides a
copy to the Department of General Services, as described above, is an
independent basis for the State Personnel Board to disapprove the
contract. 
   Vote:  majority   2/3  . Appropriation:
no. Fiscal committee:  yes   no  .
State-mandated local program: no.


THE PEOPLE OF THE STATE OF CALIFORNIA DO ENACT AS FOLLOWS:

   SECTION 1.    Section 101850 of the   Health
and Safety Code   is amended to read: 
   101850.  The Legislature finds and declares the following:
   (a) (1) Due to the challenges facing the Alameda County Medical
Center arising from changes in the public and private health
industries, the Alameda County Board of Supervisors has determined
that a transfer of governance of the Alameda County Medical Center to
an independent governing body, a hospital authority, is needed to
improve the efficiency, effectiveness, and economy of the community
health services provided at the medical center. The board of
supervisors has further determined that the creation of an
independent hospital authority strictly and exclusively dedicated to
the management, administration, and control of the medical center, in
a manner consistent with the county's obligations under Section
17000 of the Welfare and Institutions Code, is the best way to
fulfill its commitment to the medically indigent, special needs, and
general populations of Alameda County. To accomplish this, it is
necessary that the board of supervisors be given authority to create
a hospital authority. Because there is no general law under which
this authority could be formed, the adoption of a special act and the
formation of a special authority is required.
   (2) The following definitions shall apply for purposes of this
section:
   (A) "The county" means the County of Alameda.
   (B) "Governing board" means the governing body of the hospital
authority.
   (C) "Hospital authority" means the separate public agency
established by the Board of Supervisors of Alameda County to manage,
administer, and control the Alameda County Medical Center.
   (D) "Medical center" means the Alameda County Medical Center.
   (b) The board of supervisors of the county may, by ordinance,
establish a hospital authority separate and apart from the county for
the purpose of effecting a transfer of the management,
administration, and control of the medical center in accordance with
Section 14000.2 of the Welfare and Institutions Code. A hospital
authority established pursuant to this chapter shall be strictly and
exclusively dedicated to the management, administration, and control
of the medical center within parameters set forth in this chapter,
and in the ordinance, bylaws, and contracts adopted by the board of
supervisors  which   that  shall not be in
conflict with this chapter, Section 1442.5 of this code, or Section
17000 of the Welfare and Institutions Code.
   (c) A hospital authority established pursuant to this chapter
shall be governed by a board that is appointed, both initially and
continually, by the Board of Supervisors of the County of Alameda.
This hospital authority governing board shall reflect both the
expertise necessary to maximize the quality and scope of care at the
medical center in a fiscally responsible manner and the diverse
interest that the medical center serves. The enabling ordinance shall
specify the membership of the hospital authority governing board,
the qualifications for individual members, the manner of appointment,
selection, or removal of governing board members, their terms of
office, and all other matters that the board of supervisors deems
necessary or convenient for the conduct of the hospital authority's
activities.
   (d) The mission of the hospital authority shall be the management,
administration, and other control, as determined by the board of
supervisors, of the group of public hospitals, clinics, and programs
that comprise the medical center, in a manner that ensures
appropriate, quality, and cost-effective medical care as required of
counties by Section 17000 of the Welfare and Institutions Code, and,
to the extent feasible, other populations, including special
populations in Alameda County.
   (e) The board of supervisors shall adopt bylaws for the medical
center that set forth those matters related to the operation of the
medical center by the hospital authority that the board of
supervisors deems necessary and appropriate. The bylaws shall become
operative upon approval by a majority vote of the board of
supervisors. Any changes or amendments to the bylaws shall be by
majority vote of the board of supervisors.
   (f) The hospital authority created and appointed pursuant to this
section is a duly constituted governing body within the meaning of
Section 1250 and Section 70035 of Title 22 of the California Code of
Regulations as currently written or subsequently amended.
   (g) Unless otherwise provided by the board of supervisors by way
of resolution, the hospital authority is empowered, or the board of
supervisors is empowered on behalf of the hospital authority, to
apply as a public agency for one or more licenses for the provision
of health care pursuant to statutes and regulations governing
licensing as currently written or subsequently amended.
   (h) In the event of a change of license ownership, the governing
body of the hospital authority shall comply with the obligations of
governing bodies of general acute care hospitals generally as set
forth in Section 70701 of Title 22 of the California Code of
Regulations, as currently written or subsequently amended, as well as
the terms and conditions of the license. The hospital authority
shall be the responsible party with respect to compliance with these
obligations, terms, and conditions.
   (i) (1) Any transfer by the county to the hospital authority of
the administration, management, and control of the medical center,
whether or not the transfer includes the surrendering by the county
of the existing general acute care hospital license and corresponding
application for a change of ownership of the license, shall not
affect the eligibility of the county, or in the case of a change of
license ownership, the hospital authority, to do any of the
following:
   (A) Participate in, and receive allocations pursuant to, the
California Healthcare for the  Indigent  
Indigents  Program (CHIP).
   (B) Receive supplemental reimbursements from the Emergency
Services and Supplemental Payments Fund created pursuant to Section
14085.6 of the Welfare and Institutions Code.
   (C) Receive appropriations from the Medi-Cal Inpatient Payment
Adjustment Fund without relieving the county of its obligation to
make intergovernmental transfer payments related to the Medi-Cal
Inpatient Payment Adjustment Fund pursuant to Section 14163 of the
Welfare and Institutions Code.
   (D) Receive Medi-Cal capital supplements pursuant to Section
14085.5 of the Welfare and Institutions Code.
   (E) Receive any other funds that would otherwise be available to a
county hospital.
   (2) Any transfer described in paragraph (1) shall not otherwise
disqualify the county, or in the case of a change in license
ownership, the hospital authority, from participating in any of the
following:
   (A) Other funding sources either specific to county hospitals or
county ambulatory care clinics or for which there are special
provisions specific to county hospitals or to county ambulatory care
clinics.
   (B) Funding programs in which the county, on behalf of the medical
center and the Alameda County Health Care Services Agency, had
participated prior to the creation of the hospital authority, or
would otherwise be qualified to participate in had the hospital
authority not been created, and administration, management, and
control not been transferred by the county to the hospital authority,
pursuant to this chapter.
   (j) A hospital authority created pursuant to this chapter shall be
a legal entity separate and apart from the county and shall file the
statement required by Section 53051 of the Government Code. The
hospital authority shall be a government entity separate and apart
from the county, and shall not be considered to be an agency,
division, or department of the county. The hospital authority shall
not be governed by, nor be subject to, the charter of the county and
shall not be subject to policies or operational rules of the county,
including, but not limited to, those relating to personnel and
procurement.
   (k) (1) Any contract executed by and between the county and the
hospital authority shall provide that liabilities or obligations of
the hospital authority with respect to its activities pursuant to the
contract shall be the liabilities or obligations of the hospital
authority, and shall not become the liabilities or obligations of the
county.
   (2) Any liabilities or obligations of the hospital authority with
respect to the liquidation or disposition of the hospital authority's
assets upon termination of the hospital authority shall not become
the liabilities or obligations of the county.
   (3) Any obligation of the hospital authority, statutory,
contractual, or otherwise, shall be the obligation solely of the
hospital authority and shall not be the obligation of the county or
the state.
   (  l  ) (1) Notwithstanding any other provision of this
section, any transfer of the administration, management, or assets of
the medical center, whether or not accompanied by a change in
licensing, shall not relieve the county of the ultimate
responsibility for indigent care pursuant to Section 17000 of the
Welfare and Institutions Code or any obligation pursuant to Section
1442.5 of this code.
   (2) Any contract executed by and between the county and the
hospital authority shall provide for the indemnification of the
county by the hospital authority for liabilities as specifically set
forth in the contract, except that the contract shall include a
provision that the county shall remain liable for its own negligent
acts.
   (3) Indemnification by the hospital authority shall not be
construed as divesting the county from its ultimate responsibility
for compliance with Section 17000 of the Welfare and Institutions
Code.
   (m) Notwithstanding the provisions of this section relating to the
obligations and liabilities of the hospital authority, a transfer of
control or ownership of the medical center shall confer onto the
hospital authority all the rights and duties set forth in state law
with respect to hospitals owned or operated by a county.
   (n) (1) A transfer of the maintenance, operation, and management
or ownership of the medical center to the hospital authority shall
comply with the provisions of Section 14000.2 of the Welfare and
Institutions Code.
   (2) A transfer of maintenance, operation, and management or
ownership to the hospital authority may be made with or without the
payment of a purchase price by the hospital authority and otherwise
upon the terms and conditions that the parties may mutually agree,
which terms and conditions shall include those found necessary by the
board of supervisors to ensure that the transfer will constitute an
ongoing material benefit to the county and its residents.
   (3) A transfer of the maintenance, operation, and management to
the hospital authority shall not be construed as empowering the
hospital authority to transfer any ownership interest of the county
in the medical center except as otherwise approved by the board of
supervisors.
   (o) The board of supervisors shall retain control over the use of
the medical center physical plant and facilities except as otherwise
specifically provided for in lawful agreements entered into by the
board of supervisors. Any lease agreement or other agreement between
the county and the hospital authority shall provide that county
premises shall not be sublet without the approval of the board of
supervisors.
   (p) The statutory authority of a board of supervisors to prescribe
rules that authorize a county hospital to integrate its services
with those of other hospitals into a system of community service that
offers free choice of hospitals to those requiring hospital care, as
set forth in Section 14000.2 of the Welfare and Institutions Code,
shall apply to the hospital authority upon a transfer of maintenance,
operation, and management or ownership of the medical center by the
county to the hospital authority.
   (q) The hospital authority shall have the power to acquire and
possess real or personal property and may dispose of real or personal
property other than that owned by the county, as may be necessary
for the performance of its functions. The hospital authority shall
have the power to sue or be sued, to employ personnel, and to
contract for services required to meet its obligations. Before
January 1, 2024, the hospital authority shall not enter into a
contract with any  private   other  person
or  entity   entity, including, but not limited
to, a subsidiary or other entity established by the authority, 
to replace services being provided by physicians and surgeons who are
employed by the hospital authority and in a recognized collective
bargaining unit as of March 31, 2013, with services provided by
 a private   that other  person or entity
without clear and convincing evidence that the needed medical care
can only be delivered cost-effectively   cost
effectively  by  a private contractor.  
that other person or entity.  Prior to entering into a contract
for any of those services, the authority shall negotiate with the
representative of the recognized collective bargaining unit of its
physician and surgeon employees over the decision to privatize and,
if unable to resolve any dispute through negotiations, shall submit
the matter to final binding arbitration.
   (r) Any agreement between the county and the hospital authority
shall provide that all existing services provided by the medical
center shall continue to be provided to the county through the
medical center subject to the policy of the county and consistent
with the county's obligations under Section 17000 of the Welfare and
Institutions Code.
   (s) A hospital authority to which the maintenance, operation, and
management or ownership of the medical center is transferred shall be
a "district" within the meaning set forth in the County Employees
Retirement Law of 1937 (Chapter 3 (commencing with Section 31450) of
Part 3 of Division 4 of Title 3 of the Government Code). Employees of
a hospital authority are eligible to participate in the County
Employees Retirement System to the extent permitted by law, except as
described in Section 101851.
   (t) Members of the governing board of the hospital authority shall
not be vicariously liable for injuries caused by the act or omission
of the hospital authority to the extent that protection applies to
members of governing boards of local public entities generally under
Section 820.9 of the Government Code.
   (u) The hospital authority shall be a public agency subject to the
 Myers-Milias-Brown   Meyers-Milias-Brown 
Act (Chapter 10 (commencing with Section 3500) of Division 4 of
Title 1 of the Government Code).
   (v) Any transfer of functions from county employee classifications
to a hospital authority established pursuant to this section shall
result in the recognition by the hospital authority of the employee
organization that represented the classifications performing those
functions at the time of the transfer.
   (w) (1) In exercising its powers to employ personnel, as set forth
in subdivision (p), the hospital authority shall implement, and the
board of supervisors shall adopt, a personnel transition plan. The
personnel transition plan shall require all of the following:
   (A) Ongoing communications to employees and recognized employee
organizations regarding the impact of the transition on existing
medical center employees and employee classifications.
   (B) Meeting and conferring on all of the following issues:
   (i) The timeframe for which the transfer of personnel shall occur.
The timeframe shall be subject to modification by the board of
supervisors as appropriate, but in no event shall it exceed one year
from the effective date of transfer of governance from the board of
supervisors to the hospital authority.
   (ii) A specified period of time during which employees of the
county impacted by the transfer of governance may elect to be
appointed to vacant positions with the Alameda County Health Care
Services Agency for which they have tenure.
   (iii) A specified period of time during which employees of the
county impacted by the transfer of governance may elect to be
considered for reinstatement into positions with the county for which
they are qualified and eligible.
   (iv) Compensation for vacation leave and compensatory leave
accrued while employed with the county in a manner that grants
affected employees the option of either transferring balances or
receiving compensation to the degree permitted employees laid off
from service with the county.
   (v) A transfer of sick leave accrued while employed with the
county to hospital authority employment.
   (vi) The recognition by the hospital authority of service with the
county in determining the rate at which vacation accrues.
   (vii) The possible preservation of seniority, pensions, health
benefits, and other applicable accrued benefits of employees of the
county impacted by the transfer of governance.
   (2) Nothing in this subdivision shall be construed as prohibiting
the hospital authority from determining the number of employees, the
number of full-time equivalent positions, the job descriptions, and
the nature and extent of classified employment positions.
   (3) Employees of the hospital authority are public employees for
purposes of Division 3.6 (commencing with Section 810) of Title 1 of
the Government Code relating to claims and actions against public
entities and public employees.
   (x) Any hospital authority created pursuant to this section shall
be bound by the terms of the memorandum of understanding executed by
and between the county and health care and management employee
organizations that is in effect as of the date this legislation
becomes operative in the county. Upon the expiration of the
memorandum of understanding, the hospital authority shall have sole
authority to negotiate subsequent memorandums of understanding with
appropriate employee organizations. Subsequent memorandums of
understanding shall be approved by the hospital authority.
   (y) The hospital authority created pursuant to this section may
borrow from the county and the county may lend the hospital authority
funds or issue revenue anticipation notes to obtain those funds
necessary to operate the medical center and otherwise provide medical
services.
   (z) The hospital authority shall be subject to state and federal
taxation laws that are applicable to counties generally.
   (aa) The hospital authority, the county, or both, may engage in
marketing, advertising, and promotion of the medical and health care
services made available to the community at the medical center.

   (bb) 
    (ab)  The hospital authority shall not be a "person"
subject to suit under the Cartwright Act (Chapter 2 (commencing with
Section 16700) of Part 2 of Division 7 of the Business and
Professions Code). 
   (cc) 
    (ac)  Notwithstanding Article 4.7 (commencing with
Section 1125) of Chapter 1 of Division 4 of Title 1 of the Government
Code related to incompatible activities, no member of the hospital
authority administrative staff shall be considered to be engaged in
activities inconsistent and incompatible with his or her duties as a
result of employment or affiliation with the county. 
   (dd) 
    (ad)  (1) The hospital authority may use a computerized
management information system in connection with the administration
of the medical center.
   (2) Information maintained in the management information system or
in other filing and records maintenance systems that is confidential
and protected by law shall not be disclosed except as provided by
law.
   (3) The records of the hospital authority, whether paper records,
records maintained in the management information system, or records
in any other form, that relate to trade secrets or to payment rates
or the determination thereof, or which relate to contract
negotiations with providers of health care, shall not be subject to
disclosure pursuant to the California Public Records Act (Chapter 5
(commencing with Section 6250) of Division 7 of Title 1 of the
Government Code). The transmission of the records, or the information
contained therein in an alternative form, to the board of
supervisors shall not constitute a waiver of exemption from
disclosure, and the records and information once transmitted shall be
subject to this same exemption. The information, if compelled
pursuant to an order of a court of competent jurisdiction or
administrative body in a manner permitted by law, shall be limited to
in-camera review, which, at the discretion of the court, may include
the parties to the proceeding, and shall not be made a part of the
court file unless sealed. 
   (ee) 
    (ae)  (1) Notwithstanding any other law, the governing
board may order that a meeting held solely for the purpose of
discussion or taking action on hospital authority trade secrets, as
defined in subdivision (d) of Section 3426.1 of the Civil Code, shall
be held in closed session. The requirements of making a public
report of actions taken in closed session and the vote or abstention
of every member present may be limited to a brief general description
devoid of the information constituting the trade secret.
   (2) The governing board may delete the portion or portions
containing trade secrets from any documents that were finally
approved in the closed session that are provided to persons who have
made the timely or standing request.
   (3) Nothing in this section shall be construed as preventing the
governing board from meeting in closed session as otherwise provided
by law. 
   (ff) 
    (af)  Open sessions of the hospital authority shall
constitute official proceedings authorized by law within the meaning
of Section 47 of the Civil Code. The privileges set forth in that
section with respect to official proceedings shall apply to open
sessions of the hospital authority. 
   (gg) 
    (ag)  The hospital authority shall be a public agency
for purposes of eligibility with respect to grants and other funding
and loan guarantee programs. Contributions to the hospital authority
shall be tax deductible to the extent permitted by state and federal
law. Nonproprietary income of the hospital authority shall be exempt
from state income taxation. 
   (hh) 
    (ah)  Contracts by and between the hospital authority
and the state and contracts by and between the hospital authority and
providers of health care, goods, or services may be let on a nonbid
basis and shall be exempt from Chapter 2 (commencing with Section
10290) of Part 2 of Division 2 of the Public Contract Code. 
   (ii)
    (ai)  (1) Provisions of the Evidence Code, the
Government Code, including the Public Records Act (Chapter 5
(commencing with Section 6250) of Division 7 of Title 1 of the
Government Code), the Civil Code, the Business and Professions Code,
and other applicable law pertaining to the confidentiality of peer
review activities of peer review bodies shall apply to the peer
review activities of the hospital authority. Peer review proceedings
shall constitute an official proceeding authorized by law within the
meaning of Section 47 of the Civil Code and those privileges set
forth in that section with respect to official proceedings shall
apply to peer review proceedings of the hospital authority. If the
hospital authority is required by law or contractual obligation to
submit to the state or federal government peer review information or
information relevant to the credentialing of a participating
provider, that submission shall not constitute a waiver of
confidentiality. The laws pertaining to the confidentiality of peer
review activities shall be together construed as extending, to the
extent permitted by law, the maximum degree of protection of
confidentiality.
   (2) Notwithstanding any other law, Section 1461 shall apply to
hearings on the reports of hospital medical audit or quality
assurance committees. 
   (jj) 
    (aj)  The hospital authority shall carry general
liability insurance to the extent sufficient to cover its activities.

   (kk) 
    (ak)  In the event the board of supervisors determines
that the hospital authority should no longer function for the
purposes as set forth in this chapter, the board of supervisors may,
by ordinance, terminate the activities of the hospital authority and
expire the hospital authority as an entity. 
   (  l   l  )
    (a   l   )  A hospital authority which
is created pursuant to this section but which does not obtain the
administration, management, and control of the medical center or
which has those duties and responsibilities revoked by the board of
supervisors shall not be empowered with the powers enumerated in this
section. 
   (mm) 
    (am)  (1) The county shall establish baseline data
reporting requirements for the medical center consistent with the
Medically Indigent Health Care Reporting System (MICRS) program
established pursuant to Section 16910 of the Welfare and Institutions
Code and shall collect that data for at least one year prior to the
final transfer of the medical center to the hospital authority
established pursuant to this chapter. The baseline data shall
include, but not be limited to, all of the following:
   (A) Inpatient days by facility by quarter.
   (B) Outpatient visits by facility by quarter.
   (C) Emergency room visits by facility by quarter.
   (D) Number of unduplicated users receiving services within the
medical center.
   (2) Upon transfer of the medical center, the county shall
establish baseline data reporting requirements for each of the
medical center inpatient facilities consistent with data reporting
requirements of the Office of Statewide Health Planning and
Development, including, but not limited to, monthly average daily
census by facility for all of the following:
   (A) Acute care, excluding newborns.
   (B) Newborns.
   (C) Skilled nursing facility, in a distinct part.
   (3) From the date of transfer of the medical center to the
hospital authority, the hospital authority shall provide the county
with quarterly reports specified in paragraphs (1) and (2) and any
other data required by the county. The county, in consultation with
health care consumer groups, shall develop other data requirements
that shall include, at a minimum, reasonable measurements of the
changes in medical care for the indigent population of Alameda County
that result from the transfer of the administration, management, and
control of the medical center from the county to the hospital
authority. 
                                                (nn) 
    (an)  A hospital authority established pursuant to this
section shall comply with the requirements of Sections 53260 and
53261 of the Government Code. 
   (ao) This section shall remain in effect only until January 1,
2015, and as of that date is repealed, unless a later enacted
statute, that is enacted before January 1, 2015, deletes or extends
that date. 
   SEC. 2.    Section 101850 of the   Health
and Safety Code  , as amended by Section 3 of Chapter 46 of
the Statutes of 2014, is amended to read: 
   101850.  The Legislature finds and declares the following:
   (a) (1) Due to the challenges facing the Alameda Health System
arising from changes in the public and private health industries, the
Alameda County Board of Supervisors has determined that a transfer
of governance of the Alameda Health System to an independent
governing body, a hospital authority, is needed to improve the
efficiency, effectiveness, and economy of the community health
services provided at the medical center. The board of supervisors has
further determined that the creation of an independent hospital
authority strictly and exclusively dedicated to the management,
administration, and control of the medical center, in a manner
consistent with the county's obligations under Section 17000 of the
Welfare and Institutions Code, is the best way to fulfill its
commitment to the medically indigent, special needs, and general
populations of Alameda County. To accomplish this, it is necessary
that the board of supervisors be given authority to create a hospital
authority. Because there is no general law under which this
authority could be formed, the adoption of a special act and the
formation of a special authority is required.
   (2) The following definitions shall apply for purposes of this
section:
   (A) "The county" means the County of Alameda.
   (B) "Governing board" means the governing body of the hospital
authority.
   (C) "Hospital authority" means the separate public agency
established by the Board of Supervisors of Alameda County to manage,
administer, and control the Alameda Health System.
   (D) "Medical center" means the Alameda Health System, which was
formerly known as the Alameda County Medical Center.
   (b) The board of supervisors of the county may, by ordinance,
establish a hospital authority separate and apart from the county for
the purpose of effecting a transfer of the management,
administration, and control of the medical center in accordance with
Section 14000.2 of the Welfare and Institutions Code. A hospital
authority established pursuant to this chapter shall be strictly and
exclusively dedicated to the management, administration, and control
of the medical center within parameters set forth in this chapter,
and in the ordinance, bylaws, and contracts adopted by the board of
supervisors that shall not be in conflict with this chapter, Section
1442.5 of this code, or Section 17000 of the Welfare and Institutions
Code.
   (c) A hospital authority established pursuant to this chapter
shall be governed by a board that is appointed, both initially and
continually, by the Board of Supervisors of the County of Alameda.
This hospital authority governing board shall reflect both the
expertise necessary to maximize the quality and scope of care at the
medical center in a fiscally responsible manner and the diverse
interest that the medical center serves. The enabling ordinance shall
specify the membership of the hospital authority governing board,
the qualifications for individual members, the manner of appointment,
selection, or removal of governing board members, their terms of
office, and all other matters that the board of supervisors deems
necessary or convenient for the conduct of the hospital authority's
activities.
   (d) The mission of the hospital authority shall be the management,
administration, and other control, as determined by the board of
supervisors, of the group of public hospitals, clinics, and programs
that comprise the medical center, in a manner that ensures
appropriate, quality, and cost-effective medical care as required of
counties by Section 17000 of the Welfare and Institutions Code, and,
to the extent feasible, other populations, including special
populations in the County of Alameda.
   (e) The board of supervisors shall adopt bylaws for the medical
center that set forth those matters related to the operation of the
medical center by the hospital authority that the board of
supervisors deems necessary and appropriate. The bylaws shall become
operative upon approval by a majority vote of the board of
supervisors. Any changes or amendments to the bylaws shall be by
majority vote of the board of supervisors.
   (f) The hospital authority created and appointed pursuant to this
section is a duly constituted governing body within the meaning of
Section 1250 and Section 70035 of Title 22 of the California Code of
Regulations as currently written or subsequently amended.
   (g) Unless otherwise provided by the board of supervisors by way
of resolution, the hospital authority is empowered, or the board of
supervisors is empowered on behalf of the hospital authority, to
apply as a public agency for one or more licenses for the provision
of health care pursuant to statutes and regulations governing
licensing as currently written or subsequently amended.
   (h) In the event of a change of license ownership, the governing
body of the hospital authority shall comply with the obligations of
governing bodies of general acute care hospitals generally as set
forth in Section 70701 of Title 22 of the California Code of
Regulations, as currently written or subsequently amended, as well as
the terms and conditions of the license. The hospital authority
shall be the responsible party with respect to compliance with these
obligations, terms, and conditions.
   (i) (1) Any transfer by the county to the hospital authority of
the administration, management, and control of the medical center,
whether or not the transfer includes the surrendering by the county
of the existing general acute care hospital license and corresponding
application for a change of ownership of the license, shall not
affect the eligibility of the county, or in the case of a change of
license ownership, the hospital authority, to do any of the
following:
   (A) Participate in, and receive allocations pursuant to, the
California Healthcare for the Indigents Program (CHIP).
   (B) Receive supplemental reimbursements from the Emergency
Services and Supplemental Payments Fund created pursuant to Section
14085.6 of the Welfare and Institutions Code.
   (C) Receive appropriations from the Medi-Cal Inpatient Payment
Adjustment Fund without relieving the county of its obligation to
make intergovernmental transfer payments related to the Medi-Cal
Inpatient Payment Adjustment Fund pursuant to Section 14163 of the
Welfare and Institutions Code.
   (D) Receive Medi-Cal capital supplements pursuant to Section
14085.5 of the Welfare and Institutions Code.
   (E) Receive any other funds that would otherwise be available to a
county hospital.
   (2) Any transfer described in paragraph (1) shall not otherwise
disqualify the county, or in the case of a change in license
ownership, the hospital authority, from participating in any of the
following:
   (A) Other funding sources either specific to county hospitals or
county ambulatory care clinics or for which there are special
provisions specific to county hospitals or to county ambulatory care
clinics.
   (B) Funding programs in which the county, on behalf of the medical
center and the Alameda County Health Care Services Agency, had
participated prior to the creation of the hospital authority, or
would otherwise be qualified to participate in had the hospital
authority not been created, and administration, management, and
control not been transferred by the county to the hospital authority,
pursuant to this chapter.
   (j) A hospital authority created pursuant to this chapter shall be
a legal entity separate and apart from the county and shall file the
statement required by Section 53051 of the Government Code. The
hospital authority shall be a government entity separate and apart
from the county, and shall not be considered to be an agency,
division, or department of the county. The hospital authority shall
not be governed by, nor be subject to, the charter of the county and
shall not be subject to policies or operational rules of the county,
including, but not limited to, those relating to personnel and
procurement.
   (k) (1) Any contract executed by and between the county and the
hospital authority shall provide that liabilities or obligations of
the hospital authority with respect to its activities pursuant to the
contract shall be the liabilities or obligations of the hospital
authority, and shall not become the liabilities or obligations of the
county.
   (2) Any liabilities or obligations of the hospital authority with
respect to the liquidation or disposition of the hospital authority's
assets upon termination of the hospital authority shall not become
the liabilities or obligations of the county.
   (3) Any obligation of the hospital authority, statutory,
contractual, or otherwise, shall be the obligation solely of the
hospital authority and shall not be the obligation of the county or
the state.
   (  l  ) (1) Notwithstanding any other provision of this
section, any transfer of the administration, management, or assets of
the medical center, whether or not accompanied by a change in
licensing, shall not relieve the county of the ultimate
responsibility for indigent care pursuant to Section 17000 of the
Welfare and Institutions Code or any obligation pursuant to Section
1442.5 of this code.
   (2) Any contract executed by and between the county and the
hospital authority shall provide for the indemnification of the
county by the hospital authority for liabilities as specifically set
forth in the contract, except that the contract shall include a
provision that the county shall remain liable for its own negligent
acts.
   (3) Indemnification by the hospital authority shall not be
construed as divesting the county from its ultimate responsibility
for compliance with Section 17000 of the Welfare and Institutions
Code.
   (m) Notwithstanding the provisions of this section relating to the
obligations and liabilities of the hospital authority, a transfer of
control or ownership of the medical center shall confer onto the
hospital authority all the rights and duties set forth in state law
with respect to hospitals owned or operated by a county.
   (n) (1) A transfer of the maintenance, operation, and management
or ownership of the medical center to the hospital authority shall
comply with the provisions of Section 14000.2 of the Welfare and
Institutions Code.
   (2) A transfer of maintenance, operation, and management or
ownership to the hospital authority may be made with or without the
payment of a purchase price by the hospital authority and otherwise
upon the terms and conditions that the parties may mutually agree,
which terms and conditions shall include those found necessary by the
board of supervisors to ensure that the transfer will constitute an
ongoing material benefit to the county and its residents.
   (3) A transfer of the maintenance, operation, and management to
the hospital authority shall not be construed as empowering the
hospital authority to transfer any ownership interest of the county
in the medical center except as otherwise approved by the board of
supervisors.
   (o) The board of supervisors shall retain control over the use of
the medical center physical plant and facilities except as otherwise
specifically provided for in lawful agreements entered into by the
board of supervisors. Any lease agreement or other agreement between
the county and the hospital authority shall provide that county
premises shall not be sublet without the approval of the board of
supervisors.
   (p) The statutory authority of a board of supervisors to prescribe
rules that authorize a county hospital to integrate its services
with those of other hospitals into a system of community service that
offers free choice of hospitals to those requiring hospital care, as
set forth in Section 14000.2 of the Welfare and Institutions Code,
shall apply to the hospital authority upon a transfer of maintenance,
operation, and management or ownership of the medical center by the
county to the hospital authority.
   (q) The hospital authority shall have the power to acquire and
possess real or personal property and may dispose of real or personal
property other than that owned by the county, as may be necessary
for the performance of its functions. The hospital authority shall
have the power to sue or be sued, to employ personnel, and to
contract for services required to meet its obligations. Before
January 1, 2024, the hospital authority shall not enter into a
contract with any  private   other  person
or  entity   entity, including, but not limited
to, a subsidiary or other entity established by the authority, 
to replace services being provided by physicians and surgeons who are
employed by the hospital authority and in a recognized collective
bargaining unit as of March 31, 2013, with services provided by
 a private   that other  person or entity
without clear and convincing evidence that the needed medical care
can only be delivered cost effectively by  a private
contractor.   that other person or entity.  Prior
to entering into a contract for any of those services, the authority
shall negotiate with the representative of the recognized collective
bargaining unit of its physician and surgeon employees over the
decision to privatize and, if unable to resolve any dispute through
negotiations, shall submit the matter to final binding arbitration.
   (r) Any agreement between the county and the hospital authority
shall provide that all existing services provided by the medical
center shall continue to be provided to the county through the
medical center subject to the policy of the county and consistent
with the county's obligations under Section 17000 of the Welfare and
Institutions Code.
   (s) A hospital authority to which the maintenance, operation, and
management or ownership of the medical center is transferred shall be
a "district" within the meaning set forth in the County Employees
Retirement Law of 1937 (Chapter 3 (commencing with Section 31450) of
Part 3 of Division 4 of Title 3 of the Government Code). Employees of
a hospital authority are eligible to participate in the County
Employees Retirement System to the extent permitted by law, except as
described in Section 101851.
   (t) Members of the governing board of the hospital authority shall
not be vicariously liable for injuries caused by the act or omission
of the hospital authority to the extent that protection applies to
members of governing boards of local public entities generally under
Section 820.9 of the Government Code.
   (u) The hospital authority shall be a public agency subject to the
Meyers-Milias-Brown Act (Chapter 10 (commencing with Section 3500)
of Division 4 of Title 1 of the Government Code).
   (v) Any transfer of functions from county employee classifications
to a hospital authority established pursuant to this section shall
result in the recognition by the hospital authority of the employee
organization that represented the classifications performing those
functions at the time of the transfer.
   (w) (1) In exercising its powers to employ personnel, as set forth
in subdivision (p), the hospital authority shall implement, and the
board of supervisors shall adopt, a personnel transition plan. The
personnel transition plan shall require all of the following:
   (A) Ongoing communications to employees and recognized employee
organizations regarding the impact of the transition on existing
medical center employees and employee classifications.
   (B) Meeting and conferring on all of the following issues:
   (i) The timeframe for which the transfer of personnel shall occur.
The timeframe shall be subject to modification by the board of
supervisors as appropriate, but in no event shall it exceed one year
from the effective date of transfer of governance from the board of
supervisors to the hospital authority.
   (ii) A specified period of time during which employees of the
county impacted by the transfer of governance may elect to be
appointed to vacant positions with the Alameda County Health Care
Services Agency for which they have tenure.
   (iii) A specified period of time during which employees of the
county impacted by the transfer of governance may elect to be
considered for reinstatement into positions with the county for which
they are qualified and eligible.
   (iv) Compensation for vacation leave and compensatory leave
accrued while employed with the county in a manner that grants
affected employees the option of either transferring balances or
receiving compensation to the degree permitted employees laid off
from service with the county.
   (v) A transfer of sick leave accrued while employed with the
county to hospital authority employment.
   (vi) The recognition by the hospital authority of service with the
county in determining the rate at which vacation accrues.
   (vii) The possible preservation of seniority, pensions, health
benefits, and other applicable accrued benefits of employees of the
county impacted by the transfer of governance.
   (2) Nothing in this subdivision shall be construed as prohibiting
the hospital authority from determining the number of employees, the
number of full-time equivalent positions, the job descriptions, and
the nature and extent of classified employment positions.
   (3) Employees of the hospital authority are public employees for
purposes of Division 3.6 (commencing with Section 810) of Title 1 of
the Government Code relating to claims and actions against public
entities and public employees.
   (x) Any hospital authority created pursuant to this section shall
be bound by the terms of the memorandum of understanding executed by
and between the county and health care and management employee
organizations that is in effect as of the date this legislation
becomes operative in the county. Upon the expiration of the
memorandum of understanding, the hospital authority shall have sole
authority to negotiate subsequent memorandums of understanding with
appropriate employee organizations. Subsequent memorandums of
understanding shall be approved by the hospital authority.
   (y) The hospital authority created pursuant to this section may
borrow from the county and the county may lend the hospital authority
funds or issue revenue anticipation notes to obtain those funds
necessary to operate the medical center and otherwise provide medical
services.
   (z) The hospital authority shall be subject to state and federal
taxation laws that are applicable to counties generally.
   (aa) The hospital authority, the county, or both, may engage in
marketing, advertising, and promotion of the medical and health care
services made available to the community at the medical center.
   (ab) The hospital authority shall not be a "person" subject to
suit under the Cartwright Act (Chapter 2 (commencing with Section
16700) of Part 2 of Division 7 of the Business and Professions Code).

   (ac) Notwithstanding Article 4.7 (commencing with Section 1125) of
Chapter 1 of Division 4 of Title 1 of the Government Code related to
incompatible activities, a member of the hospital authority
administrative staff shall not be considered to be engaged in
activities inconsistent and incompatible with his or her duties as a
result of employment or affiliation with the county.
   (ad) (1) The hospital authority may use a computerized management
information system in connection with the administration of the
medical center.
   (2) Information maintained in the management information system or
in other filing and records maintenance systems that is confidential
and protected by law shall not be disclosed except as provided by
law.
   (3) The records of the hospital authority, whether paper records,
records maintained in the management information system, or records
in any other form, that relate to trade secrets or to payment rates
or the determination thereof, or which relate to contract
negotiations with providers of health care, shall not be subject to
disclosure pursuant to the California Public Records Act (Chapter 5
(commencing with Section 6250) of Division 7 of Title 1 of the
Government Code). The transmission of the records, or the information
contained therein in an alternative form, to the board of
supervisors shall not constitute a waiver of exemption from
disclosure, and the records and information once transmitted shall be
subject to this same exemption. The information, if compelled
pursuant to an order of a court of competent jurisdiction or
administrative body in a manner permitted by law, shall be limited to
in-camera review, which, at the discretion of the court, may include
the parties to the proceeding, and shall not be made a part of the
court file unless sealed.
   (ae) (1) Notwithstanding any other law, the governing board may
order that a meeting held solely for the purpose of discussion or
taking action on hospital authority trade secrets, as defined in
subdivision (d) of Section 3426.1 of the Civil Code, shall be held in
closed session. The requirements of making a public report of
actions taken in closed session and the vote or abstention of every
member present may be limited to a brief general description devoid
of the information constituting the trade secret.
   (2) The governing board may delete the portion or portions
containing trade secrets from any documents that were finally
approved in the closed session that are provided to persons who have
made the timely or standing request.
   (3) Nothing in this section shall be construed as preventing the
governing board from meeting in closed session as otherwise provided
by law.
   (af) Open sessions of the hospital authority shall constitute
official proceedings authorized by law within the meaning of Section
47 of the Civil Code. The privileges set forth in that section with
respect to official proceedings shall apply to open sessions of the
hospital authority.
   (ag) The hospital authority shall be a public agency for purposes
of eligibility with respect to grants and other funding and loan
guarantee programs. Contributions to the hospital authority shall be
tax deductible to the extent permitted by state and federal law.
Nonproprietary income of the hospital authority shall be exempt from
state income taxation.
   (ah) Contracts by and between the hospital authority and the state
and contracts by and between the hospital authority and providers of
health care, goods, or services may be let on a nonbid basis and
shall be exempt from Chapter 2 (commencing with Section 10290) of
Part 2 of Division 2 of the Public Contract Code.
   (ai) (1) Provisions of the Evidence Code, the Government Code,
including the Public Records Act (Chapter 5 (commencing with Section
6250) of Division 7 of Title 1 of the Government Code), the Civil
Code, the Business and Professions Code, and other applicable law
pertaining to the confidentiality of peer review activities of peer
review bodies shall apply to the peer review activities of the
hospital authority. Peer review proceedings shall constitute an
official proceeding authorized by law within the meaning of Section
47 of the Civil Code and those privileges set forth in that section
with respect to official proceedings shall apply to peer review
proceedings of the hospital authority. If the hospital authority is
required by law or contractual obligation to submit to the state or
federal government peer review information or information relevant to
the credentialing of a participating provider, that submission shall
not constitute a waiver of confidentiality. The laws pertaining to
the confidentiality of peer review activities shall be together
construed as extending, to the extent permitted by law, the maximum
degree of protection of confidentiality.
   (2) Notwithstanding any other law, Section 1461 shall apply to
hearings on the reports of hospital medical audit or quality
assurance committees.
   (aj) The hospital authority shall carry general liability
insurance to the extent sufficient to cover its activities.
   (ak) In the event the board of supervisors determines that the
hospital authority should no longer function for the purposes as set
forth in this chapter, the board of supervisors may, by ordinance,
terminate the activities of the hospital authority and expire the
hospital authority as an entity.
   (al) A hospital authority which is created pursuant to this
section but which does not obtain the administration, management, and
control of the medical center or which has those duties and
responsibilities revoked by the board of supervisors shall not be
empowered with the powers enumerated in this section.
   (am) (1) The county shall establish baseline data reporting
requirements for the medical center consistent with the Medically
Indigent Health Care Reporting System (MICRS) program established
pursuant to Section 16910 of the Welfare and Institutions Code and
shall collect that data for at least one year prior to the final
transfer of the medical center to the hospital authority established
pursuant to this chapter. The baseline data shall include, but not be
limited to, all of the following:
   (A) Inpatient days by facility by quarter.
   (B) Outpatient visits by facility by quarter.
   (C) Emergency room visits by facility by quarter.
   (D) Number of unduplicated users receiving services within the
medical center.
   (2) Upon transfer of the medical center, the county shall
establish baseline data reporting requirements for each of the
medical center inpatient facilities consistent with data reporting
requirements of the Office of Statewide Health Planning and
Development, including, but not limited to, monthly average daily
census by facility for all of the following:
   (A) Acute care, excluding newborns.
   (B) Newborns.
   (C) Skilled nursing facility, in a distinct part.
   (3) From the date of transfer of the medical center to the
hospital authority, the hospital authority shall provide the county
with quarterly reports specified in paragraphs (1) and (2) and any
other data required by the county. The county, in consultation with
health care consumer groups, shall develop other data requirements
that shall include, at a minimum, reasonable measurements of the
changes in medical
care for the indigent population of Alameda County that result from
the transfer of the administration, management, and control of the
medical center from the county to the hospital authority.
   (an) A hospital authority established pursuant to this section
shall comply with the requirements of Sections 53260 and 53261 of the
Government Code. 
   (ao) This section shall become operative January 1, 2015. 
   SEC. 3.    This act is an urgency statute necessary
for the immediate preservation of the public peace, health, or safety
within the meaning of Article IV of the Constitution and shall go
into immediate effect. The facts constituting the necessity are:
 
   In order to protect, at the earliest possible time, the employment
status of represented doctors at the Alameda Health System, formerly
known as the Alameda County Medical Center, which has incorporated a
nonprofit public benefit corporation called Alameda Health Partners,
and to ensure continued medical services to the community, it is
necessary for this act to take effect immediately.  
  SECTION 1.    Section 11045 of the Government Code
is amended to read:
   11045.  (a) (1) Whenever a state agency requests the consent of
the Attorney General to employ outside counsel, as required by
Section 11040, the state agency shall within five business days of
the date the request is transmitted to the Attorney General provide
the designated representative of State Employees Bargaining Unit 2
with written notification of the request. The notice shall include
the items enumerated in subdivision (d).
   (2) All state agencies, other than the office of the Attorney
General, that are not required to obtain the consent required by
subdivision (c) of Section 11040, shall provide written notice of any
proposed contract for outside legal counsel to the designated
representative of State Employees Bargaining Unit 2 five business
days prior to execution of the contract by the state agency. The
notice shall include the items required by subdivision (d). In the
event of an emergency that requires the immediate employment of
outside counsel, the state agency shall provide the written notice no
later than five business days after the contract with outside
counsel is signed.
   (3) Whenever the Attorney General determines the need to employ
outside legal counsel pursuant to subdivision (b) of Section 12520,
the Attorney General shall give written notice to the designated
representative of State Employees Bargaining Unit 2 within 10 days of
that determination. The notice shall include the items enumerated in
subdivision (d).
   (b) The Attorney General shall provide the designated
representative of State Employees Bargaining Unit 2 with a written
report, at least monthly, of all consents granted to every state
agency pursuant to Section 11040.
   (c) Notwithstanding the above notice requirements, whenever any
state agency submits a proposed contract for outside counsel to the
Department of General Services pursuant to Section 10335 of the
Public Contract Code, the agency shall provide a copy of the contract
to the designated representative of State Employees Bargaining Unit
2. The failure of a state agency to provide a copy of the contract to
the designated representative shall be an independent basis for the
State Personnel Board to disapprove the contract pursuant to the
authority granted by Article 4 (commencing with Section 19130) of
Chapter 5 of Part 2 of Division 5.
   (d) "Written notice" within the meaning of this section shall
include, but not be limited to, all of the following:
   (1) A copy of the complaint or other pleadings, if any, that gave
rise to the litigation or matter for which a contract is being
sought, or other identifying information.
   (2) The justification for the contract, pursuant to subdivision
(b) of Section 19130.
   (3) The nature of the legal services to be performed.
   (4) The estimated hourly wage to be paid under the contract.
   (5) The estimated length of the contract.
   (6) The identity of the person or entity that is entering into the
contract with the state.
   (e) "State agency," as used in this section, means every state
office, department, division, bureau, board, or commission, including
the Board of Directors of the State Compensation Insurance Fund, but
does not include the Regents of the University of California, the
Trustees of the California State University, the Legislature, the
courts, or any agency in the judicial branch of government.
   (f) (1) The notice requirements of this section do not apply to
contracts for expert witnesses or consultations in connection with a
confidential investigation or to any confidential component of a
pending or active legal action.
   (2) The exemption authorized in paragraph (1) shall only apply as
long as necessary to protect the confidentiality of the investigation
or the confidential component of a pending or active legal action.
   (3) Disclosures made pursuant to this section are deemed to be
privileged communications for purposes of subdivision (c) of Section
912 of the Evidence Code, and shall not be construed to be a waiver
of any privilege or exemption provided by law, including, but not
limited to, the lawyer-client privilege, as described in Section 952
of the Evidence Code, or attorney work product, as described in
Chapter 4 (commencing with Section 2018.010) of Title 4 of Part 4 of
the Code of Civil Procedure.
   (g) If the provisions of this section are in conflict with the
provisions of a memorandum of understanding or other written
agreement reached pursuant to Section 3517 or 3517.5, the memorandum
of understanding or agreement shall be controlling without further
legislative action, except that if any provision of the memorandum of
understanding or other agreement requires the expenditure of funds,
the provisions may not become effective unless approved by the
Legislature.