1
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One, two, three.

2
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Oh, it's right here. Yeah. Can you hear
me? Hey, Barb, can you hear me? No, it's

3
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not.

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00:08:18,639 --> 00:08:22,759
Is that like the sweetest thing?

5
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So all
this tell

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her back on
everybody here.

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00:08:48,399 --> 00:08:53,160
» They'll start. Usually they're used to
us

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00:08:59,040 --> 00:09:04,680
microphone or
>> Okay, hold on.

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We're good.

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» All right. Good evening.
In the absence of a current chair, I

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00:09:48,000 --> 00:09:53,760
hereby call this special session of the
Williamson County Board of Commissioners

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00:09:51,920 --> 00:09:58,240
to order.
If everybody present, each commissioner

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00:09:55,920 --> 00:10:01,800
can please press your present button.
We'll call the role.

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00:10:02,720 --> 00:10:10,640
The record reflects 23 commissioners
present in person. Commissioner Barb

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00:10:07,839 --> 00:10:14,959
Sturgeon is participating remotely and
zero commissioners are absent. A quorum

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is present.
Before proceeding with the agenda, the

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00:10:17,200 --> 00:10:26,000
commission must elect a commissioner
chair to preside over the special called

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00:10:21,760 --> 00:10:28,880
meeting. Nominations are now open.
>> Second

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» for Morton.
>> Okay. I hear a motion for Commissioner

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00:10:31,920 --> 00:10:40,040
Morton, by Commissioner Williams, and a
second by Commissioner Torres. Are there

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00:10:36,640 --> 00:10:40,040
any other nominations?

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00:10:40,160 --> 00:10:48,720
Hearing none. Nominations are closed. Is
there any objection to the election of

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Commissioner Morton by acclamation?
Hearing no comm objection, Commissioner

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Morton is elected by acclamation to
preside over this special called

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00:10:54,079 --> 00:11:00,760
meeting. Commissioner Morton, please
come up here and congratulations, sir.

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to get back to the seat. Honestly, you
know where to start here?

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00:11:20,480 --> 00:11:28,000
» Yep.
>> 18.

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» 18. Okay.
>> Yeah.

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Yeah. I'm minute 45, I think. Sorry,
sir. Sorry. Thank you.

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00:11:34,480 --> 00:11:40,519
» Yes, sir.
crew.

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» Very good. Well, thank you all.
Appreciate everyone being here tonight

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00:11:45,120 --> 00:11:51,360
for this special session. Um, going down
our agenda, uh, our next, uh, call is

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for our invocation and pledge to the
flag. Uh, I've asked Mayor Marshall if

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00:11:53,680 --> 00:12:01,000
he would be kind enough to lead us in
the invocation.

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00:11:57,680 --> 00:12:01,000
Please stand.

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00:12:04,399 --> 00:12:13,839
love you. We just thank you, Lord. Thank
you for this opportunity to serve.

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00:12:11,120 --> 00:12:21,279
We thank you for the citizens
of Williamson County and of the state of

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Tennessee and of the United States.
We thank you, Lord, that you are a

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00:12:23,360 --> 00:12:33,519
guiding force in this community.
And we ask tonight as we gather in this

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00:12:29,519 --> 00:12:38,880
chamber that your presence be known
by the way we conduct ourselves

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00:12:36,959 --> 00:12:43,200
and through the outcomes that you
direct.

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00:12:40,639 --> 00:12:51,120
We pray Lord that you would also be with
uh Commissioner Sturgeon as she is

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00:12:46,959 --> 00:12:56,720
continuing to battle for her health and
we pray good outcome and that she return

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00:12:54,079 --> 00:12:59,760
to these chambers in her rightful seat
soon.

45
00:12:58,399 --> 00:13:06,639
Lord, we just thank you for this
opportunity to be here tonight.

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00:13:02,320 --> 00:13:10,240
In Jesus precious name we pray. Amen.
>> And if Commissioner Bill Petty would

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00:13:08,000 --> 00:13:15,600
lead us in the pledge.
I pledge algiance to the flag of the

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United States of America and to the
republic for which it stands. One nation

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00:13:18,959 --> 00:13:25,880
under God, indivisible, with liberty and
justice for all.

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00:13:32,240 --> 00:13:37,839
» Uh our next item uh on the agenda is
citizens communication. Um, our rules

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00:13:36,399 --> 00:13:41,760
allow for 30 minutes of citizen
communication, three minutes per

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00:13:39,600 --> 00:13:47,600
speaker. I believe we have 18 speakers
signed up. Uh, by my math, I think

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00:13:44,000 --> 00:13:50,720
that's about a minute 45ish.
>> Close enough.

54
00:13:48,560 --> 00:13:54,560
» Close enough. So, each speaker will be
allotted 1 minute 45 seconds. When I

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00:13:52,560 --> 00:14:00,360
call your name, if you would please uh
step up uh state your name and also the

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city in which you reside.

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00:14:01,519 --> 00:14:06,639
Uh, our first speaker is Miss Janet
Curtis.

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00:14:16,399 --> 00:14:22,639
Janet Curtis, Franklin, Tennessee. Good
evening, commissioners and mayor. Thank

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00:14:21,040 --> 00:14:26,560
you for your service to Williamson
County. The decision before you on

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00:14:24,880 --> 00:14:31,920
Williamson Health is one of the most
controversial this board will make. It

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00:14:29,040 --> 00:14:36,079
deserves deliberate judgment, not haste.
I stand here as a citizen whose life was

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00:14:34,160 --> 00:14:41,600
saved twice by the physicians and staff
of Ascension St. Thomas after sudden

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00:14:38,800 --> 00:14:46,320
antaphylactic reactions. I hold no one
at fault. I am not here to stop the

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00:14:44,079 --> 00:14:51,120
sale. I am here as a concerned resident
asking you to exercise prudence. A

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00:14:49,040 --> 00:14:54,880
recent tragedy has rightly triggered a
full investigation. Until that

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00:14:53,120 --> 00:14:59,199
investigation is complete and its
findings are known, moving forward is

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00:14:56,720 --> 00:15:04,720
premature. Williamson County already
carries more than1 million do1 billion

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00:15:01,600 --> 00:15:11,920
dollars in debt. We cannot we cannot
afford to carry uh to be responsible and

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00:15:08,639 --> 00:15:16,959
absorb potential res residual liability
if substantial claims follow. Critical

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00:15:14,720 --> 00:15:21,040
questions remain unanswered. Do we know
what the net proceeds are that the

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00:15:18,639 --> 00:15:25,360
county will receive? Who will ultimate
ultimately have control over the funds

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00:15:22,959 --> 00:15:30,639
and how will that money be dispersed?
Why is a carefully structured lease not

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00:15:27,519 --> 00:15:34,720
considered as an intim step? Why must a
decision be made tonight when there is

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00:15:32,399 --> 00:15:40,240
still so much information needed? These
are not pro procedural details. They go

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00:15:37,680 --> 00:15:44,720
to the heart of your fiduciary duty to
protect both local health care and the

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00:15:42,079 --> 00:15:48,639
county's long-term financial stability.
If the answers exist, share them with

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00:15:46,639 --> 00:15:53,120
the public now. If they do not, the
responsible course is clear. defer the

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00:15:51,199 --> 00:15:57,440
vote until the investigation is complete
and the facts are fully known. I urge

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00:15:55,440 --> 00:16:02,320
you to slow down, demand complete
information, transparency, and place

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00:15:59,680 --> 00:16:08,360
thorough due diligence above momentum.
The residents of Williamson County are

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00:16:04,240 --> 00:16:08,360
counting on it. Thank you.

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00:16:09,440 --> 00:16:14,600
» Uh, our second signup speaker is Carrie
Scott.

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00:16:15,839 --> 00:16:22,399
» Those on the commission, thank you for
having me. I want to address

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00:16:20,079 --> 00:16:27,440
specifically commissioners Herbert,
Webb, and Williams. Thank you for your

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00:16:25,120 --> 00:16:33,360
service on this commission as well as on
the hospital board. But I respectfully

86
00:16:30,079 --> 00:16:42,920
ask you three, please recuse yourself
from any and all vote voting regarding

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00:16:38,320 --> 00:16:42,920
hospital issues. Thank you very much.

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00:16:43,120 --> 00:16:47,480
Our third speaker, Mr. Todd Castner.

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00:16:48,959 --> 00:16:54,639
Good evening. I'm in from Franklin,
Tennessee. First, let me say that I've

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00:16:53,040 --> 00:16:59,199
not had any discussions with either of
the biders in in this transaction. I

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00:16:57,199 --> 00:17:02,560
have had a 41-year career in health
care, public company healthc care,

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00:17:00,959 --> 00:17:06,240
serving as executive VP corporate
development and president of two

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00:17:04,319 --> 00:17:10,880
operating divisions at Brookdale Senior
Living based in Brentwood. I worry that

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00:17:09,199 --> 00:17:15,439
the health board has made a decision
partly based on a perceived cultural fit

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00:17:13,039 --> 00:17:20,319
of a notfor-profit status of Ascension
Hospital. One of my most significant

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00:17:17,760 --> 00:17:26,240
mentors was Dr. Thomas F. Fris senior
who passed away in 1998. Dr. Fris, Jack

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00:17:23,439 --> 00:17:29,520
Massie, and Dr. Fris Jr. started HCA,
which reinvented health care in the

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00:17:28,000 --> 00:17:34,240
United States and caused Nashville to
become the mecca for health care in our

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nation. He once said to me, Todd, there
is no such thing as a notfor-profit

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hospital. There are non-taxed hospitals
and there are taxed hospitals, but

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00:17:39,679 --> 00:17:44,799
there's no such thing as a not
for-profit hospital. He was right, and

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00:17:42,480 --> 00:17:48,720
he remains so. If you do choose
Ascension, you're giving up significant

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00:17:46,720 --> 00:17:51,600
property tax revenue to the county
forever.

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00:17:50,240 --> 00:17:54,960
This is one of the most valuable
commercial properties in the county. You

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00:17:53,280 --> 00:17:59,679
don't know the valuation 10 years out,
much less 30 or 50 years out. The

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00:17:57,360 --> 00:18:03,600
difference in property tax revenue 30 to
50 years from now with reasonable

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00:18:01,280 --> 00:18:08,000
depreciation could easily be another 300
to$500 million.

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00:18:06,000 --> 00:18:12,160
Our county has a debt crisis. We need
sound financial management for the

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taxpayers. Our debt is about 1.2
billion. That's $4,000 per capita. It's

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00:18:15,280 --> 00:18:20,799
a little bit more than that actually.
That's 15 times the debt that the state

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carries on a per capita basis. It's
unbelievable.

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00:18:21,600 --> 00:18:25,440
» 15 seconds.
>> Choosing a buyer that will place the

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00:18:23,760 --> 00:18:28,640
hospital into a property tax exempt
status forever in the face of our

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00:18:26,960 --> 00:18:32,080
challenges is just really fiscally
irresponsible. So, I'd ask you to really

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00:18:30,480 --> 00:18:36,080
rethink that. Thank you.
>> Thank you.

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00:18:34,320 --> 00:18:39,080
» Uh our next speaker, uh Mr. Oscar
Mendes.

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00:18:43,039 --> 00:18:50,320
Good evening. Oscar Mendes Brenwood.
I've been a neurologist in Williams

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00:18:47,679 --> 00:18:54,960
Medical Center for now 17 years. I came
here as a joint venture between

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00:18:52,080 --> 00:19:00,320
Ascension Health System and uh
Williamson Medical and the purpose of my

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00:18:58,000 --> 00:19:04,080
coming here was to expand the neurology
service in our county and provide the

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00:19:02,480 --> 00:19:09,840
best care we can not only in the
inpatient but also in the outpatient

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00:19:05,600 --> 00:19:15,200
setting. uh for the last 15 se 17 years
now I have received support uh from both

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Ascension Health uh as well as
Williamson. In 2020 2024 Williamson

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00:19:18,480 --> 00:19:25,039
asked me to join them as Williamson
Medical Group in order to continue that

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00:19:22,799 --> 00:19:31,039
expansion. I was surprised when I
discussed with Ascension Health uh my

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decision and they gratefully um decided
to wave my non-compete. They they saw

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00:19:33,760 --> 00:19:40,880
that there was a need for neur neurology
care in our community and that tell told

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00:19:38,799 --> 00:19:44,640
me that uh that made significant they
not only helped me when I was working

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00:19:42,799 --> 00:19:48,559
for them but also helped me in our
community as part of being a citizen of

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Williamson Medical Center at the end
what we care is giving the best care we

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00:19:50,799 --> 00:19:57,039
can provide and I feel comfortable
telling you telling the the

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commissioners and the county that I
trust that they are an excellent partner

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00:20:00,240 --> 00:20:04,960
not only to my practice but to my
community where I live. Uh thank you

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00:20:03,919 --> 00:20:09,520
very much.
>> Thank you.

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00:20:07,840 --> 00:20:12,520
» Uh our next speaker, uh Mr. Scott
Lawrence.

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00:20:19,440 --> 00:20:25,760
» Good evening, commissioners. My name is
Scott Lawrence and I've been a resident

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00:20:22,960 --> 00:20:29,280
of Franklin for the past 20 years. I
work in the health insurance industry

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00:20:27,280 --> 00:20:33,360
and have spent nearly 36 years in
various healthcare roles. While living

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00:20:31,520 --> 00:20:37,280
in Williamson County, I have been a
patient of Williamson Health many times,

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00:20:35,520 --> 00:20:41,120
and I've personally experienced the
excellent care it provides. I'm grateful

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00:20:39,520 --> 00:20:45,200
to have such a strong healthc care
resource in our community.

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00:20:43,520 --> 00:20:48,720
Because the issue of Williamson Health's
future is important to me, both

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00:20:46,720 --> 00:20:53,440
professionally and personally, I've
followed the discussions about its

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00:20:50,480 --> 00:20:57,760
potential sale very closely. I believe
that to continue meeting the needs of

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00:20:55,200 --> 00:21:02,480
our rapidly growing county, Williamson
Health will benefit from the resources

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00:20:59,840 --> 00:21:07,760
and support that come as part of a
larger health system. I've also received

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00:21:05,440 --> 00:21:13,280
excellent care at Ascension St. Thomas
when services I needed were not locally

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00:21:10,240 --> 00:21:18,000
available. Ascension's ability to expand
and improve specialty services in our

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00:21:15,760 --> 00:21:22,400
county will keep more patients close to
home. For these reasons, I respectfully

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00:21:20,559 --> 00:21:26,640
encourage you to approve the letter of
intent and help better position

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00:21:24,400 --> 00:21:30,480
Williamson Health for long-term success.
Thank you.

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00:21:28,880 --> 00:21:33,480
Uh our next speaker, uh Shannon
Jennings,

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00:21:42,720 --> 00:21:49,919
I am Shana Jennings. I live in
Fateville. Um, I am the hospitalist

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00:21:47,600 --> 00:21:53,840
program manager at Williamson Health,
which means I'm a part of the team that

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00:21:51,600 --> 00:21:58,640
helps organize, coordinate, and
continually improve the inpatient care

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00:21:56,159 --> 00:22:04,159
at Williamson Medical Center. Prior to
joining Williamson, I held a different

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00:22:00,880 --> 00:22:08,960
role at Ascension St. Thomas for many
years. I loved my time with Ascension

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00:22:06,880 --> 00:22:14,320
St. Thomas. I learned a tremendous
amount about not only ho how hospital

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00:22:11,440 --> 00:22:19,679
operations but also patient safety and
quality initiatives. I've seen firsthand

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00:22:17,120 --> 00:22:24,559
how deeply Ascension St. Thomas
leadership cares for its patients and

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00:22:22,000 --> 00:22:31,679
visitors and also how it supports its
employees and medical staff.

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00:22:28,400 --> 00:22:38,880
I wholeheartedly support the decision to
sell Williamson Health to Ascension St.

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00:22:33,760 --> 00:22:44,960
Thomas. the culture, the mission,
the um

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00:22:41,360 --> 00:22:51,120
promise to take care of patients are so
similar. It just makes sense. Thank you.

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00:22:49,039 --> 00:22:55,400
» Thank you.
>> Uh next, Dr. Julia Gomez.

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00:23:05,600 --> 00:23:12,320
Good evening, commissioners. My name is
Dr. Julia Gomez. I'm a family practice

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00:23:10,400 --> 00:23:17,200
doctor practicing here in Williamson
County with Ascension St. Thomas. And

168
00:23:14,799 --> 00:23:20,080
I'm speaking tonight in support of
approving the letter of intent with

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00:23:18,559 --> 00:23:25,520
Ascension.
I came to Nashville in 2009, recruited

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00:23:22,960 --> 00:23:32,480
by HCA to start my primary care
practice. And after 15 years, in 2024, I

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00:23:30,240 --> 00:23:36,720
transitioned my practice to Ascension
St. Thomas here in Brentwood in

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Williamson County where I have been
welcomed with immense support and

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00:23:39,440 --> 00:23:48,080
respect across the entire Ascension
organization. These last years, these

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00:23:45,919 --> 00:23:53,840
last two years have really opened my
eyes to how high quality primary care

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00:23:51,760 --> 00:23:58,960
combined with the strong values of the
Ascension Ministry provides the best

176
00:23:56,320 --> 00:24:02,880
care for our patient population.
I want to commend the leadership of

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00:24:00,480 --> 00:24:07,679
Williamson Health for working to secure
our community's health care. Many of our

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00:24:05,120 --> 00:24:11,360
patients have experienced the excellent
experience the excellent care provided

179
00:24:09,200 --> 00:24:16,880
by the specialists at Williamson Health
as well as the emergency room acute care

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00:24:13,440 --> 00:24:21,760
services. My passion for primary care is
exactly what Ascension St. Thomas is

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00:24:19,120 --> 00:24:27,600
prioritizing and is what Williamson
Health will continue to expand upon in

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00:24:25,039 --> 00:24:33,840
their mission of providing primary care
access for our growing community. This

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00:24:30,799 --> 00:24:38,080
partnership will help keep highquality
community focused health care close to

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00:24:35,679 --> 00:24:41,760
our home and meet our community's
growing health needs.

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00:24:40,080 --> 00:24:49,679
» I urge you to support this letter of
intent. Thank you. Thank you.

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00:24:45,279 --> 00:24:49,679
» Next speaker, uh, Amid Kwani.

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00:24:54,400 --> 00:25:01,039
Good evening. Attit Kaswani,
interventional cardiologist, District 1

188
00:24:58,400 --> 00:25:05,440
from Spring Hill. Uh I'm here to talk on
behalf of Williamson County as a

189
00:25:03,200 --> 00:25:08,799
resident of District 1, a volunteer
little league baseball coach in Bethesda

190
00:25:07,200 --> 00:25:12,640
currently and a family that's actively
involved in Williamson County schools.

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00:25:11,039 --> 00:25:16,559
My family has lived in Williamson County
for 11 years. We deeply care about this

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00:25:14,799 --> 00:25:20,720
community. I've had the privilege of
working for different healthcare

193
00:25:18,320 --> 00:25:26,000
environments here and for the last four
years I've worked at Williamson Health

194
00:25:22,960 --> 00:25:30,000
as a part of St. Thomas. For the last um
four years I've also served as the chair

195
00:25:27,520 --> 00:25:35,039
of our primary heart attack center which
is now an accredited chest pain center.

196
00:25:33,520 --> 00:25:41,039
While I do work for Ascension, I
consider myself a Williamson Health

197
00:25:37,760 --> 00:25:44,400
doctor first. This is my community.
This experience has given me firsthand

198
00:25:42,799 --> 00:25:50,240
understanding of what it takes to build
and sustain a highquality cardiovascular

199
00:25:46,799 --> 00:25:53,760
care system in a community hospital. I
believe that Ascension is well aligned

200
00:25:52,240 --> 00:25:56,880
with that mission and aligns with
Williamson Health to provide an

201
00:25:55,360 --> 00:26:02,640
opportunity to expand Williamson
Health's clinical depth. In today's

202
00:25:59,919 --> 00:26:07,039
healthcare landscape, scale matters for
payer relationships, physician

203
00:26:04,960 --> 00:26:12,000
recruitment, and retaining nurses and
staffs with competitive wages. This

204
00:26:10,159 --> 00:26:15,360
isn't about choosing one health care
system over another. It's about choosing

205
00:26:13,600 --> 00:26:20,720
the partnership with gives Williamson
Health the best opportunity to grow,

206
00:26:18,400 --> 00:26:24,880
remain sustainable, and provide the
highest level of care for the people of

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00:26:22,320 --> 00:26:28,640
Williamson County. I firmly believe that
Ascension is that partner, and I

208
00:26:27,039 --> 00:26:33,200
respectfully ask for you to let this
partnership move forward.

209
00:26:31,120 --> 00:26:37,080
Thank you.
Next, Dr. Andy Russell.

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00:26:45,120 --> 00:26:50,480
Good evening, commissioners. Andy
Russell from Franklin. Um, I've been an

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00:26:48,960 --> 00:26:54,400
ER doctor here at Williamson Health for
the last 22 plus years. And for the last

212
00:26:52,960 --> 00:26:58,000
eight years, I've also had the honor of
serving as the chief medical officer at

213
00:26:55,840 --> 00:27:01,360
the hospital. Throughout the years, I've
had a chance to better understand the

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complexities and the challenge that are
facing the the healthcare industry. When

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I put my ER doctor hat on, I work side
by side with Ascension doctors almost

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every shift. Uh, I've witnessed
firsthand the outstanding care that they

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provide to their patients, our patients,
um, every time they come to the ER. When

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I put my CMO hat on, I work with
Ascension leadership and their executive

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team as we've built out neurology,
cardiology, and other service lines.

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They consistently focus on maintaining
the highest safety and quality

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standards. And they also are focused on
making sure the patients have the best

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overall healthcare experience. They've
been collaborative, supportive, and

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encouraging, not just to my doctors on
staff, but also to all Williamson Health

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employees. As such, I fully support the
board of trustees decision to sell to

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Ascension St. Thomas. I ask that you
please vote yes to approve this

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non-binding letter of intent so we can
continue discussions that are imperative

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so imperative that we can continue to
provide the compassionate, highquality

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care that everyone in our community in
and around Williamson County deserves.

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Thank you.
>> Our next speaker, Mr. Mike Ryan.

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» Mike Ryan. Franklin, I was here before
when this started and expressed concerns

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about where the money from the sale will
go. We're told the Williamson County

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Medical Center is bleeding money, but
what we aren't hearing in that sentence

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is that it's bleeding taxpayer money.
And yet word is that the sale money will

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go into a trust and not pay down the
taxpayer debt, which the first speaker

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mentioned was over a billion bucks. To
me, that's unacceptable.

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In addition, now recently in the last
several weeks, uh we've learned that

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Ascension is in immediate jeopardy of
losing their ability to take care of

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Medicare patients. said another way,
they are facing Medicare termination

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00:28:53,120 --> 00:29:03,039
after several medication errors. As the
new owner, my question is, will the

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Medicare termination filter down to our
medical center and its patients? This

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00:29:06,559 --> 00:29:15,679
process is proceeding at warp speed. Why
must it be completed by December 31st?

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Why is that the deadline for this? So, I
strongly urge you to slow down and

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carefully consider all the facts
surrounding this sale. Thank you.

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Our next speaker, uh, Emily Bacon.

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Good evening. My name is Emily Bacon. I
am the lead MRI tech at Williamson. I

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00:29:47,440 --> 00:29:53,520
spent the majority of the beginning of
my career with HCA and the last four

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00:29:51,279 --> 00:29:58,399
years I've been between Williamson and
St. Thomas. Um my current leadership

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00:29:56,399 --> 00:30:02,559
role at Williamson has by far been my
favorite, but my time at St. Thomas was

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a very close second. The leadership
philos philosophies at Ascension St.

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Thomas are very similar to the ones at
Williamson, and I credit my time with

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Ascension for helping develop and
prepare me for the role I'm in today. Uh

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because I've worked at both places, I
have no doubt that Ascension St. Thomas

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is the best fit for Williamson and the
Williamson County community when it

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comes to culture and mission. I support
the decision that the board of trustees

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00:30:26,080 --> 00:30:30,200
has made and I hope you will too.

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» Next speaker, uh Miss Lisa Hayes.

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00:30:40,559 --> 00:30:47,440
» Good evening, commissioners. Thank you
for your time. Congratulations to all.

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00:30:44,720 --> 00:30:51,760
Wishing you the best. Um, even though um
my name is Lisa Hayes, former county

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00:30:49,120 --> 00:30:56,799
commissioner in district 1, I uh even
though my term has ended, I'm still a

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00:30:54,000 --> 00:31:01,600
very interested resident and taxpayer of
Williamson County. Uh this is, as we all

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00:30:59,760 --> 00:31:06,240
know, or some may not know, one of the
this is the largest transaction we will

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00:31:03,440 --> 00:31:10,159
ever um encounter in this county. Uh
it's a very important transaction. So,

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fiduciary responsibilities are key.
Period. Um, I've heard mentioned we have

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1.12 billion in debt. If you don't know
and you're new, get to know really quick

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00:31:17,520 --> 00:31:23,840
because you need to be mindful of
spending. This is a huge transaction,

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not just from a financial standpoint,
but we have wonderful county residents

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who use this hospital as well as
employees that need to be this is a very

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00:31:30,080 --> 00:31:37,039
thoughtful process that should take
place. And as I've seen said, uh,

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culture is not created in an afternoon
or born in a moment. Someone, uh, grabs

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00:31:39,519 --> 00:31:46,559
the wrong vial. Organizational culture
develops over time through what people

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00:31:43,279 --> 00:31:51,039
repeatedly do or what they are, uh, not
corrected and they do wrong. Um, I have

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00:31:49,120 --> 00:31:55,279
a background in medical device as well
as hospital services. Um, I understand

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00:31:54,000 --> 00:31:59,279
better than anybody being a human
resource person how this can impact your

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00:31:57,760 --> 00:32:04,240
reputation as a company. We have a
beautiful hospital with a great

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00:32:00,559 --> 00:32:09,600
reputation. I think what does it hurt to
just slow our roll? Don't be so in a

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00:32:07,039 --> 00:32:12,799
hurry. Make sure we do a mindful job and
respect all of our taxpayers in this

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00:32:11,360 --> 00:32:20,120
room. And thank you and for your
service. Have a good night.

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» Our next speaker, uh, Luis Pero.

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» Good evening, commissioners. Thank you
for your service. My name is Luis Perodi

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and I'm a resident of Brenwood and I've
been living in Williamson County for the

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00:32:31,039 --> 00:32:38,559
last 16 years. I am speaking tonight in
a strong support of approving the letter

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00:32:35,679 --> 00:32:42,799
of intent with Ascension St. Thomas. I
I'm a banker. I've been in community and

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00:32:40,559 --> 00:32:47,840
economic development for the last 25
years and I also serve uh on the board

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00:32:45,519 --> 00:32:52,640
of Ascension St. Thomas. The leaders at
Williamson Hill conducted a year-long

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00:32:50,080 --> 00:32:57,120
strategic study to secure our
community's healthc care's future. They

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00:32:55,039 --> 00:33:01,679
unanimously selected Ascension St.
Thomas because they trusted their

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00:32:59,279 --> 00:33:04,960
ability to carry forward the mission
Williamson Hill has built over

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00:33:03,360 --> 00:33:09,200
generations.
And a good example of that is when I was

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00:33:07,360 --> 00:33:13,279
approached by the mayor of Fairview
asking uh for an introduction to the

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00:33:11,440 --> 00:33:17,600
president of Ascension St. Thomas, I
helped to facilitate that. And thanks to

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00:33:15,600 --> 00:33:23,120
that and many other efforts, we were
able to get a a hair care facility in

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00:33:19,919 --> 00:33:28,399
Fairview, which was so needed. As St.
Thomas is supporting our community grow

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00:33:25,120 --> 00:33:34,399
with 270 million in local healthc care
investments over the next 10 years

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00:33:31,360 --> 00:33:38,240
alongside the purchase of the hospital.
This partnership between Willson Health

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00:33:36,159 --> 00:33:42,640
and Ascension St. Thomas will secure the
long-term sustainability of healthcare

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00:33:40,240 --> 00:33:47,200
in our community and I urge you to
approve the letter of intent. Thank you.

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00:33:45,679 --> 00:33:51,399
Our
next speaker, uh, Jared Slater.

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» Uh, good evening and thank you, uh, for
your time tonight. Uh, my name is Dr.

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Jared Slater. I am a general, robotic,
and breast surgeon with Williamson

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00:34:02,559 --> 00:34:09,280
Health uh, Medical Group. I joined
Williamson Health in 2023 after

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00:34:07,360 --> 00:34:13,919
practicing at the University of Florida
and Mayo Clinic in Minnesota. My family

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00:34:11,839 --> 00:34:17,520
and I chose to relocate here, not only
because we fell in love with this

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00:34:15,119 --> 00:34:21,839
county, but because I wanted to practice
in an independent nonprofit community

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00:34:19,760 --> 00:34:25,839
hospital where I could focus on taking
care of my patients. To quote William

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00:34:23,919 --> 00:34:30,320
Mayo, the best interest of the patient
is the only interest to be considered.

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00:34:28,720 --> 00:34:34,720
Uh I felt that Williamson Health really
honored that. So when I learned about a

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00:34:32,639 --> 00:34:38,480
potential sale of the hospital uh that
was being considered, it became very

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00:34:36,159 --> 00:34:41,599
personal for me and my family. We were
genuinely concerned about what this

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00:34:39,919 --> 00:34:45,599
could mean for my practice, for my
ability to care for my patients the way

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00:34:43,440 --> 00:34:50,159
I believe is best and even whether
Williamson County could continue to be

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00:34:47,440 --> 00:34:54,639
our home. We prayed a great deal about
this outcome, knowing we might have some

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00:34:52,240 --> 00:34:57,920
difficult decisions ahead. When I
learned that the board had selected

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00:34:55,839 --> 00:35:01,680
Ascension St. Thomas, another nonprofit
health system with a strong commitment

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00:34:59,359 --> 00:35:06,560
to quality and compassionate care, I
felt an enormous sense of relief. To my

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00:35:03,839 --> 00:35:09,680
family, it was a true answered prayer. I
believe this gives us the opportunity to

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00:35:08,320 --> 00:35:14,800
preserve what is special about
Williamson Health while positioning us

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00:35:12,240 --> 00:35:18,320
uh for a strong future. I fully support
the board's decision and I respectfully

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00:35:16,720 --> 00:35:23,680
ask you to approve the letter of intent
so we can move forward with the due

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00:35:19,680 --> 00:35:27,720
diligence process. Thank you.
>> Our next speaker, Kelly Barnes.

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00:35:29,200 --> 00:35:34,640
» Hi, my name is Kelly Barnes. I'm a
resident of Nolanville, Tennessee. I'm a

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00:35:32,800 --> 00:35:38,160
pediatric nurse at the Monroe Carroll
Junior Children's Hospital, Vanderbilt

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00:35:36,160 --> 00:35:42,560
at Williamson Medical Center. I've been
with Williamson for seven years now. My

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00:35:40,640 --> 00:35:48,240
nursing career began over 20 years ago
though at um Ascension St. Thomas West

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00:35:45,280 --> 00:35:53,440
where I loved the uh mission, vision,
and values. Um upon graduation, I was

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00:35:51,359 --> 00:35:56,320
offered a position there, but ultimately
declined as my heart's always been with

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00:35:55,040 --> 00:36:01,040
pediatrics and they did not offer
pediatric services. So, when I heard

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00:35:58,960 --> 00:36:04,880
that Williamson, the Williamson Health
Ward was considering selling to

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00:36:02,880 --> 00:36:09,440
Ascension St. Thomas, I've been very
excited about bringing both worlds

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00:36:07,200 --> 00:36:13,280
together um to expand and elevate
pediatric services for our community.

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00:36:11,680 --> 00:36:17,760
It's a very exciting thought for me as a
pediatric nurse, as a mother, um and for

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00:36:16,079 --> 00:36:20,800
our hospital as well as our community.
And I thank you for considering the

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00:36:19,440 --> 00:36:24,079
possibility that will allow this
partnership to continue. Thank you.

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00:36:23,839 --> 00:36:27,880
Our
>> next speaker, Michael Wallace.

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00:36:39,920 --> 00:36:47,599
Good evening, commissioners. Michael
Wallace. Um, currently the EMS chief for

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00:36:45,680 --> 00:36:52,960
Williamson Health and of course
Williamson County. My wife and I lived

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00:36:50,800 --> 00:36:58,079
in here in Franklin. We moved here in
1994. And one of the things that really

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00:36:55,680 --> 00:37:02,880
struck us when when we moved here is of
course the incredible community, but

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00:37:00,640 --> 00:37:06,640
also the incredible health care system
that we have here. And in particular,

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00:37:04,880 --> 00:37:12,320
I'm very passionate about the incredible
EMS system that we have, your EMS

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00:37:09,040 --> 00:37:18,880
system. And I just want to highlight um
as you all know the strength the

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00:37:15,760 --> 00:37:25,920
incredible uh abilities that we have in
our county EMS system which is fully

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00:37:23,119 --> 00:37:33,359
integrated into our health care system.
Williamson Health has managed the EMS

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00:37:29,760 --> 00:37:38,320
operations for this body for the last 55
years. And it's that integration and

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00:37:35,760 --> 00:37:44,880
that special relationship that we have
that has given us a truly remarkable EMS

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00:37:41,839 --> 00:37:48,960
system that is nationally recognized.
And it's just astounding what we're able

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00:37:47,119 --> 00:37:52,240
to accomplish here. And it's it's really
in no small part because of this

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00:37:50,640 --> 00:37:56,880
incredible health care system that we
have here and and the integration of the

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00:37:54,880 --> 00:38:02,640
EMS system and the support that we get
from you all and the community at large.

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00:38:00,160 --> 00:38:08,480
So I'm grateful to all of you for that.
I just want you all to hear me say that

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00:38:04,480 --> 00:38:12,880
I'm fully in support of us ex opening up
this letter of intent. To me, that

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00:38:10,720 --> 00:38:17,760
actually is the next step in slowing
down the process. We cannot fully

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00:38:15,760 --> 00:38:22,560
understand what the next steps are and
the possibilities are until the letter

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00:38:19,680 --> 00:38:27,920
of intent is is approved. So, I'm I'm
grateful for your time. Thank you.

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00:38:26,000 --> 00:38:30,920
Our next speaker, uh, Casey Chillette
Lipkcom.

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00:38:42,000 --> 00:38:49,760
Hello, I'm Dr. Casey Chalet Lipkcom. I
am speaking today as chief medical

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00:38:47,200 --> 00:38:53,359
officer of Tennessee Oncology. I'm also
a daughter of Williamson County,

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00:38:51,359 --> 00:38:56,800
graduate of Brentwood Schools, and a
member of the Holy Family Catholic

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00:38:54,720 --> 00:39:02,720
Church. I care deeply about this
community. Um, Tennessee Oncology is one

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00:39:00,640 --> 00:39:06,720
of the largest community-based oncology
practices in the country, and we are

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00:39:04,320 --> 00:39:10,560
based right here in Middle Tennessee.
Um, we have been deeply committed to

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00:39:08,720 --> 00:39:16,000
this community for over two and a half
decades with over six sites of service

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00:39:13,599 --> 00:39:19,920
across Williamson County. We are
long-standing partners of both

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00:39:17,440 --> 00:39:24,480
Williamson Health as well as Ascension
Tus.

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00:39:21,599 --> 00:39:28,960
We offer services to patients across
medical oncology, radiation oncology,

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00:39:27,040 --> 00:39:33,680
ser surgical service lines, and
gynecologic service lines. I am speaking

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00:39:31,839 --> 00:39:38,240
today in strong support of approving the
LOI with Ascension St. Thomas. They have

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00:39:36,320 --> 00:39:43,839
the clinical expertise and ability to
expand access to specialty care within

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00:39:40,560 --> 00:39:48,400
Williamson County. My practice's motto
is that we want to bring cutting edge

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00:39:45,760 --> 00:39:52,160
cancer care closer to home. And that's
what we've done with our partnerships

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00:39:49,920 --> 00:39:55,920
with Williamson Health and Ascension. We
are proud of those relationships. We are

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00:39:54,240 --> 00:40:01,040
proud that we can treat patients where
they live. I

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00:39:59,119 --> 00:40:07,640
implore you to support the LOI. Thank
you.

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00:40:01,839 --> 00:40:07,640
» Thank you. Our next speaker, Lynn Smith.

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00:40:14,560 --> 00:40:20,560
Hello, my name is Lynn Smith and I live
in Arrington, Tennessee. I'm here to

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00:40:18,880 --> 00:40:24,400
speak about my concerns in light of the
recent incident with Ascension regarding

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00:40:22,560 --> 00:40:28,800
the sale of Williamson and how it'll
impact us as residents.

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00:40:26,960 --> 00:40:33,599
I have personally come to rely on
Williamson Medical over the last 15

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00:40:30,800 --> 00:40:37,520
years using their ER delivering my first
child there and now I am currently

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00:40:35,920 --> 00:40:42,160
undergoing breast cancer treatment
through Williamson Health. My phenomenal

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00:40:40,240 --> 00:40:46,480
medical team caught my cancer early and
I give them all the credit for saving my

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00:40:44,000 --> 00:40:51,760
life. Throughout every step of this
unexpected journey, they have been

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00:40:48,480 --> 00:40:55,520
treating me with care, compassion, and
efficiency, ensuring that I'm seen

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00:40:53,760 --> 00:41:00,800
quickly in order to fight this the best
that I can. Later this month, I will be

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00:40:58,960 --> 00:41:05,920
having a second surgery related to this
cancer at Williamson Medical. During my

385
00:41:03,599 --> 00:41:09,599
consultation last week, I asked very
specific questions in light of the

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00:41:07,440 --> 00:41:13,359
incident. And while my surgeon was able
to put me at ease, I want to make sure

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00:41:11,599 --> 00:41:19,760
that we continue to see this kind of
care moving forward and that the safety

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00:41:15,760 --> 00:41:24,079
protocols are clear and that
in the future we will able be able to

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00:41:22,240 --> 00:41:28,160
count on the hospital to have the same
level of service that we have always

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00:41:25,599 --> 00:41:33,440
had. As a community, we deserve to know
that when this sale occurs that we will

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00:41:30,720 --> 00:41:39,119
have the care and safety and not inherit
more debt. I'm simply asking you to slow

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00:41:36,400 --> 00:41:44,240
down, allow time for the investigation
to be complete, and to consider that

393
00:41:41,920 --> 00:41:50,720
it's not just culture, but it's our
safety and our lives at risk. Thank you.

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00:41:48,880 --> 00:41:54,040
Uh, and our final signup speaker, uh,
Patty Walton.

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00:42:00,000 --> 00:42:05,839
» Good evening. I'm Patty Walton from
Franklin, Tennessee. I'm the associate

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00:42:03,839 --> 00:42:10,880
administrator for operations and have
worked at Williamson for 36 years. I'll

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00:42:08,800 --> 00:42:14,880
be the first to admit when the
Williamson County Board of Trustees or

398
00:42:12,720 --> 00:42:20,000
when Williamson Health Board of Trustees
announced back in 2025 that they were

399
00:42:17,920 --> 00:42:25,200
exploring all avenues forward for
Williamson Health, including a change of

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00:42:22,319 --> 00:42:30,480
ownership. I cried. I love this
hospital. I have poured my heart and

401
00:42:27,280 --> 00:42:35,119
soul into working here and I'm
profoundly proud of what we've done at

402
00:42:32,800 --> 00:42:40,160
Williamson Health. I like the board of
trustees vulnerable shared that they

403
00:42:38,240 --> 00:42:44,960
prefer to remain an independent health
system because most of you know and

404
00:42:43,119 --> 00:42:50,240
agree that Williamson Health is a
special place and it's a special place

405
00:42:47,680 --> 00:42:56,640
because of our people from our employees
to our medical staff to our leadership

406
00:42:52,800 --> 00:43:04,319
team and our board of trustees.
Williamson Health is full of people who

407
00:42:59,280 --> 00:43:11,359
are profoundly privileged and share a
common goal of caring for our families,

408
00:43:06,800 --> 00:43:15,359
our communities, our neighbors, and um
our our friends. So, when people in the

409
00:43:14,000 --> 00:43:19,280
community say they don't want to lose
our hospital, they're not talking about

410
00:43:17,200 --> 00:43:23,040
bricks and mortar, the great equipment
we have, or even the services we

411
00:43:21,440 --> 00:43:27,839
provide. They're talking about our
people. people, our culture, and our

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00:43:25,119 --> 00:43:34,880
mission of caring for this community.
>> Uh once St. Thomas was um named as the

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00:43:32,240 --> 00:43:39,920
partner, I could get on board with that
because I feel like they have this they

414
00:43:37,920 --> 00:43:43,200
are missiondriven and they're community
focused and I think that they're the

415
00:43:41,520 --> 00:43:47,400
best partner for Williamson Health
moving forward. Thank you.

416
00:43:49,119 --> 00:43:54,800
» Uh that concludes our citizens
communication. Uh we will then move on

417
00:43:52,640 --> 00:44:01,839
to new business. We have two items uh
two resolutions on the agenda. Uh first

418
00:43:58,480 --> 00:44:05,520
item, resolution 9-26-01,
resolution authorizing the Williams

419
00:44:03,520 --> 00:44:09,280
County Mayor to execute a non-binding
letter of intent on behalf of Williamson

420
00:44:07,520 --> 00:44:13,839
County for sale of the assets of
Williamson County Hospital District DBA

421
00:44:11,839 --> 00:44:19,160
Williamson Health System to Ascension
St. Thomas. Explanation Commissioner

422
00:44:16,160 --> 00:44:19,160
Webb.

423
00:44:28,160 --> 00:44:31,160
almost

424
00:44:32,240 --> 00:44:40,720
» technology. There we go. All right.
Thank you, Mr. Chair. We've talked about

425
00:44:38,240 --> 00:44:44,880
this. Now, I just want to say this
resolution is before you. It is a

426
00:44:42,319 --> 00:44:49,760
non-binding letter of intent. You've
heard that. And then it we've heard this

427
00:44:47,599 --> 00:44:52,800
at property committee just and budget
just this week. It goes through the end

428
00:44:51,760 --> 00:44:58,960
of the year and then there are two
30-day extensions available. This

429
00:44:55,760 --> 00:45:03,520
process will allow us, the Williamson
Health Board and our adviserss to go

430
00:45:01,599 --> 00:45:08,400
through and look at different aspects of
the St. Thomas Ascension business model

431
00:45:06,560 --> 00:45:13,839
as well as them to look at us to see if
this is a good fit. The board, as we've

432
00:45:11,920 --> 00:45:18,880
heard, voted unanimously in favor of
this after two years of careful

433
00:45:16,480 --> 00:45:27,760
consideration, including options. What
could we do to keep the hospital open?

434
00:45:22,640 --> 00:45:34,160
There are many nights of tears and
heated discussion about how to go about

435
00:45:30,319 --> 00:45:38,160
this. So, it's not taken lightly.
two years of discussion, reviewing the

436
00:45:36,640 --> 00:45:43,520
data, reviewing the future of the
healthc care business is something that

437
00:45:40,880 --> 00:45:48,000
we, the board of the trustees, invested
heavily in.

438
00:45:45,599 --> 00:45:52,160
I want to know, Mr. Chair, that as a
member of this body, I was appointed to

439
00:45:50,640 --> 00:45:55,680
serve on that board to represent the
Williamson County Commission on that

440
00:45:53,839 --> 00:46:00,400
body. And I feel like I and our other
county commissioners have fulfilled that

441
00:45:57,599 --> 00:46:03,920
duty by bringing forth what we think
would be in best interest for the entire

442
00:46:01,920 --> 00:46:09,599
county as representatives of this body
upon that board. We present this here to

443
00:46:07,200 --> 00:46:13,040
you tonight. I'm sure we have other
people on our system. I haven't looked

444
00:46:11,200 --> 00:46:17,520
in the audience that can address
questions that the commissioner have.

445
00:46:14,800 --> 00:46:22,920
And so I urge you to vote for approval
to go forward with this non-binding

446
00:46:19,599 --> 00:46:22,920
letter of intent.

447
00:46:23,119 --> 00:46:28,240
Uh just as the regular reflex, I failed
to uh note that we had a motion by

448
00:46:26,720 --> 00:46:33,040
Commissioner Sanford and a second by
Commissioner Williams. Um pardon me.

449
00:46:31,599 --> 00:46:39,200
» Did you want to go?
>> Yes. Um before we begin, uh questions.

450
00:46:36,480 --> 00:46:41,520
Uh I believe Commissioner Torres, uh
needs to make an announcement regarding

451
00:46:40,640 --> 00:46:45,359
his position.
>> Yep. Thank you, Mr. Chair. Uh because I

452
00:46:43,839 --> 00:46:48,480
am an employee of Health Trust and
affiliate of HCA Healthcare, it is

453
00:46:47,200 --> 00:46:52,240
possible that I have an indirect
conflict of interest in the proposed

454
00:46:50,000 --> 00:46:57,119
sale of Williamson Health. Out of an
abundance of caution, pursuant to

455
00:46:53,760 --> 00:47:01,280
Tennessee code annotated 12-4-101
and the Williamson County Code of

456
00:46:58,880 --> 00:47:05,359
Ethics, I am disclosing this possible
conflict of interest. I declare that my

457
00:47:03,359 --> 00:47:10,400
argument and my vote answer only to my
conscience and to my obligation to my

458
00:47:07,680 --> 00:47:14,720
constituents and the citizens which this
body represents. Thank you, Mr. Chair.

459
00:47:12,560 --> 00:47:18,720
» Thank you.
Uh moving on to commissioners. Uh

460
00:47:17,440 --> 00:47:23,040
Commissioner Lawrence.
>> Thank you, Mr. Chair.

461
00:47:20,720 --> 00:47:26,359
I would like to move that we defer this
vote tonight.

462
00:47:29,599 --> 00:47:34,440
» Uh our November meeting, November 9th.

463
00:47:35,599 --> 00:47:42,720
» We have a motion uh from Commissioner
Lawrence.

464
00:47:40,400 --> 00:47:45,920
Do I have a second?
>> Second.

465
00:47:44,319 --> 00:47:51,040
» I have a second from Commissioner
Torres. Was it

466
00:47:48,160 --> 00:47:56,560
a motion to second? Um, would anyone
like to speak with regard to the motion?

467
00:47:53,280 --> 00:48:01,520
I've got uh Commissioner Felhower.
Do you wish to speak to the motion?

468
00:47:59,839 --> 00:48:04,079
» Oh,
>> Commissioner Lawrence, please. Thank

469
00:48:02,960 --> 00:48:07,280
you.
>> First of all, I want to welcome all the

470
00:48:05,599 --> 00:48:11,359
nine new commissioners here tonight.
Welcome to the commission and also

471
00:48:09,359 --> 00:48:16,160
congratulate all my fellow commissioners
on winning their recent elections. And

472
00:48:14,560 --> 00:48:20,560
thank you to everyone for coming out
tonight uh to speak to this very

473
00:48:17,920 --> 00:48:24,960
important subject. Uh it's rare to get
this many people here and rare to have

474
00:48:22,640 --> 00:48:31,839
this many speakers which which speaks to
the gravity of this decision that we

475
00:48:27,839 --> 00:48:35,760
have before us. There's very few
issues that I have been a part of on

476
00:48:34,079 --> 00:48:42,240
this commission where I've gotten more
emails about uh a subject than this one.

477
00:48:39,760 --> 00:48:45,839
And that's really why I'm bringing this
deferral tonight because I went through

478
00:48:44,319 --> 00:48:51,920
my
emails uh this morning. I sent I have an

479
00:48:49,760 --> 00:48:58,000
extensive list of constituents that I
send emails to on a regular basis. I

480
00:48:54,720 --> 00:49:04,400
sent out an email last week to over 500
of my constituents asking them their

481
00:49:00,000 --> 00:49:12,000
opinion on this subject. Overwhelmingly,
my constituents are asking me and and

482
00:49:08,319 --> 00:49:15,839
this board to defer this vote tonight.
Then I went back through all of the

483
00:49:14,000 --> 00:49:21,440
emails that came into the regular
commission group email that comes to all

484
00:49:18,559 --> 00:49:26,000
of us, which you all get. And if you
went through those like I did, you found

485
00:49:23,440 --> 00:49:31,400
that overwhelmingly again um our
constituents are asking us to defer this

486
00:49:28,160 --> 00:49:31,400
vote tonight.

487
00:49:32,160 --> 00:49:39,599
There is
quite a few things at that have changed

488
00:49:36,559 --> 00:49:46,160
since July 6 when the board brought this
resolution to us to or the proposal for

489
00:49:42,079 --> 00:49:51,760
a resolution to sell the hospital and
it's undeniable that Ascension is is

490
00:49:49,119 --> 00:49:56,559
under a cloud right now. um there and
what's called immediate jeopardy as one

491
00:49:54,319 --> 00:50:02,160
um as one of the our speakers tonight
talked about

492
00:49:58,800 --> 00:50:05,680
and that that has not been resolved and
one of the troubling things about that

493
00:50:03,839 --> 00:50:11,599
is it's been three weeks and it still
hasn't been resolved.

494
00:50:07,839 --> 00:50:17,119
So that's one of the things that
my constituents are concerned about and

495
00:50:14,240 --> 00:50:22,240
all of our constituents are as they have
noted in the emails that they have sent

496
00:50:19,280 --> 00:50:27,040
to us. There's also a number of
questions that myself and others of us

497
00:50:25,040 --> 00:50:31,680
on this commission have asked that we
don't have answers to yet and we would

498
00:50:29,760 --> 00:50:36,720
like to get those answers before we make
this decision. As as uh former

499
00:50:34,960 --> 00:50:41,599
Commissioner Hayes pointed out, this is
the largest financial transaction that

500
00:50:39,599 --> 00:50:45,760
you will ever vote on as a member of
this commission. It's the largest

501
00:50:44,000 --> 00:50:50,400
financial transaction in Williamson
County history.

502
00:50:47,599 --> 00:50:55,599
And this decision does not need to be
rushed. We need to take our time and

503
00:50:53,200 --> 00:51:01,119
make sure we get this right. And I want
to be clear what a deferral does not

504
00:50:58,079 --> 00:51:04,720
mean. A deferral does not mean for all
of you who here to support ascension, it

505
00:51:03,359 --> 00:51:09,920
doesn't mean that we're not going to
move ahead with ascension

506
00:51:06,960 --> 00:51:15,119
at some point. It doesn't mean that
we're not in support of selling at the

507
00:51:12,079 --> 00:51:20,079
hospital. Uh the hospital board came to
us in July and they laid out very well

508
00:51:17,839 --> 00:51:26,160
why the current model will not work
going forward. It's just not a good

509
00:51:22,559 --> 00:51:30,960
business model to have the hospital have
to come to this board and borrow money

510
00:51:28,559 --> 00:51:36,160
from taxpayers to get capital. That's
just not a sustainable business model.

511
00:51:33,680 --> 00:51:42,800
So, we have to look at other options.
And we have a great operator who's had a

512
00:51:38,800 --> 00:51:49,280
great reputation for many years that has
proposed as well as as HCA has has um

513
00:51:46,880 --> 00:51:53,839
made us an offer a very generous offer
to purchase the hospital.

514
00:51:52,000 --> 00:51:58,240
So,
and we're and we're grateful for that.

515
00:51:55,680 --> 00:52:02,880
So for all of you
maybe board of executives of Ascension

516
00:52:00,880 --> 00:52:06,319
who may be listening tonight or here in
the meeting room tonight, I just want to

517
00:52:04,559 --> 00:52:10,640
point out that if we vote for this
deferral,

518
00:52:08,079 --> 00:52:16,160
it's the the the reason that we are
voting for it is because the people that

519
00:52:12,800 --> 00:52:20,880
put us in these chairs have asked us to
push the pause button on this decision

520
00:52:18,640 --> 00:52:23,839
for now. And it doesn't mean that we're
not going to move forward. It just means

521
00:52:22,400 --> 00:52:29,440
we're going to push the pause button
tonight. Thank you, Mr. Chair.

522
00:52:26,079 --> 00:52:32,480
» Thank you. Um, I think it would be
helpful since we've had some questions

523
00:52:31,040 --> 00:52:36,880
about uh and now have a question about
deferring the action on the letter of

524
00:52:34,240 --> 00:52:40,400
intent uh to have Jesse Neil perhaps
come up and address some of the

525
00:52:39,280 --> 00:52:44,800
questions that have been raised. What is
in the letter of intent? perhaps some of

526
00:52:42,000 --> 00:52:50,440
the issues that are being being raised
as to what deferral may or may not mean

527
00:52:46,720 --> 00:52:50,440
with regard to the letter.

528
00:52:59,920 --> 00:53:06,640
» Thank you, chairman. Thank you,
commissioner. As always, it's it's good

529
00:53:02,960 --> 00:53:10,960
to see you and continue to appreciate
your deep engagement, leadership, and

530
00:53:09,359 --> 00:53:16,880
involvement. the questions that we've
received, continue to receive, you're

531
00:53:13,760 --> 00:53:21,760
clearly taking uh this process uh very
seriously and it is improved and

532
00:53:19,200 --> 00:53:25,200
enhanced uh because of that engagement.
And so I want to say again how much I

533
00:53:23,520 --> 00:53:31,200
appreciate and I'm sure the the
community appreciates the leadership and

534
00:53:28,079 --> 00:53:35,920
um the support that you have shown and
it really is truly an an honor uh and a

535
00:53:34,079 --> 00:53:41,920
privilege on the part of me and my firm
to help support you uh in the journey to

536
00:53:38,800 --> 00:53:47,520
determine what is the best next step uh
for the for Williamson County uh and the

537
00:53:45,040 --> 00:53:51,680
community uh as a whole. As you as you
noted tonight on the agenda are two

538
00:53:50,079 --> 00:53:58,960
primary items. whether to move forward
with a non-binding letter of intent and

539
00:53:54,400 --> 00:54:02,400
then two uh whether the county is going
to move forward and maximize its

540
00:54:00,880 --> 00:54:07,760
flexibility
with regard to the proceeds of such a

541
00:54:04,480 --> 00:54:11,280
transaction if down the road when given
the opportunity

542
00:54:09,520 --> 00:54:16,400
there is an opportunity to move forward
with the transaction. That is not today.

543
00:54:13,680 --> 00:54:23,040
Today today is not a decision about
moving forward with the transaction.

544
00:54:20,000 --> 00:54:28,800
today on a non-binding LOI.
The choice is moving forward with a

545
00:54:25,440 --> 00:54:35,760
process that is specifically designed
to enhance, improve, widen, deepen the

546
00:54:33,200 --> 00:54:42,400
exchange of information between two
parties that have been discussing a

547
00:54:39,280 --> 00:54:47,119
proposal for some time. And I'm glad to
talk more about that and answer any

548
00:54:44,559 --> 00:54:53,200
questions you have. I I plan to walk
through at a very high level uh what is

549
00:54:50,240 --> 00:54:58,800
in the LOI uh as a refresher. It's been
public for some time, but I do wanted to

550
00:54:55,760 --> 00:55:03,440
highlight a few uh provisions uh in
addition to what in my experience as a

551
00:55:01,119 --> 00:55:09,119
lawyer who who works directly with
hospital systems and counties, what is

552
00:55:06,079 --> 00:55:13,760
an LOI? What's the purpose of it? uh is
this an unusual time to have one or is

553
00:55:11,839 --> 00:55:19,119
it the appropriate natural time for
example uh to have one and I can tell

554
00:55:16,319 --> 00:55:26,319
you that first of all the purpose of an
LOI is to facilitate due diligence while

555
00:55:23,200 --> 00:55:34,000
reserving flexibility
completing due diligence while reserving

556
00:55:29,200 --> 00:55:38,160
flexibility about the next step one two
is

557
00:55:35,599 --> 00:55:42,800
signaling good faith engagement after a
process that's run for some time. Uh

558
00:55:40,559 --> 00:55:48,240
that that's a that's a natural part of
it as well. Uh document the preliminary

559
00:55:45,599 --> 00:55:54,559
terms uh that will be used as the
framework uh for discussions and also

560
00:55:52,160 --> 00:56:00,319
importantly the primary
uh binding provision in an LOI relates

561
00:55:57,599 --> 00:56:06,400
to the exclusivity. The exclusivity
being uh that once we move forward with

562
00:56:02,799 --> 00:56:13,680
the LOI for a period of 120 days and
potentially two extensions beyond that,

563
00:56:09,440 --> 00:56:19,359
we commit to engage directly with
Ascension

564
00:56:15,359 --> 00:56:24,799
to uh pose questions, ask questions, get
answers, have follow-up questions, have

565
00:56:22,000 --> 00:56:29,920
additional an additional questions and
engage in that process until uh this

566
00:56:27,920 --> 00:56:34,880
body is comfortable. able with moving
forward, not comfortable moving forward

567
00:56:33,359 --> 00:56:40,000
or determines they don't have the
information to do that. And I I believe

568
00:56:37,839 --> 00:56:45,040
that is the purpose of LOIS and that's
the purpose of the one that we've got

569
00:56:41,920 --> 00:56:50,799
before us today. Before we do a
highlevel uh review of the letter of

570
00:56:47,839 --> 00:56:54,640
intent and the terms, there's a couple
baseline observations that I want to

571
00:56:52,880 --> 00:57:00,480
make uh to this body and to the
community. First is

572
00:56:57,920 --> 00:57:06,400
is the letter of intent and the terms
within it are they consistent with the

573
00:57:03,119 --> 00:57:13,119
proposal that Ascension submitted
to the county or did they backtrack?

574
00:57:10,480 --> 00:57:21,440
It is consistent with the proposal that
they submitted and in fact it enhances

575
00:57:17,040 --> 00:57:29,280
and specifies additional provisions that
are consistent with with that proposal.

576
00:57:24,880 --> 00:57:36,400
Uh two I'll notice I I'll point out some
time ago last year

577
00:57:32,480 --> 00:57:41,760
uh this body elevated and discussed with
me about the issue of being able to see

578
00:57:39,839 --> 00:57:47,119
what is going on at the process at the
hospital. What criteria

579
00:57:44,960 --> 00:57:53,280
is being applied to determine who should
be a partner? Um can we be involved in

580
00:57:51,119 --> 00:57:58,400
the process? What can we contribute?
this is important to our community. You

581
00:57:56,160 --> 00:58:03,520
demanded involvement. You insisted on
being involved

582
00:58:00,480 --> 00:58:08,799
and with that charge I engaged with we
engaged with the hospital and their

583
00:58:05,200 --> 00:58:13,599
council and we said we would like to
know what the criteria is being used to

584
00:58:10,880 --> 00:58:18,160
evaluate potential partners of something
of this scale.

585
00:58:15,680 --> 00:58:24,640
and their response was,
"Here it is. That was provided to this

586
00:58:21,280 --> 00:58:30,559
body because you demanded it and you
insisted on being involved in the

587
00:58:26,240 --> 00:58:33,440
process." And in response to that,
the commission did not say, "Good

588
00:58:32,160 --> 00:58:38,640
enough." They said, "Well, we've got
some other stuff that we want covered in

589
00:58:36,319 --> 00:58:44,720
the LOI process that are important to
our constituents that are important to

590
00:58:41,040 --> 00:58:52,000
us." And those include EMS services,
inmate care, athletic trainers.

591
00:58:48,720 --> 00:58:56,400
We relayed that back to the hospital.
The hospital in turn relayed that

592
00:58:54,799 --> 00:59:01,119
information to the participants in the
process. And the LOI you have in front

593
00:58:59,280 --> 00:59:05,920
of you today
has this body's fingerprints on it

594
00:59:03,280 --> 00:59:11,119
because you insisted on putting them on
the proposal. And I I I appreciate that.

595
00:59:09,040 --> 00:59:18,240
I want to highlight that and make sure
that um I I note that for the record uh

596
00:59:14,960 --> 00:59:23,119
that this is something that you um
insisted and and and aggressively

597
00:59:20,960 --> 00:59:26,440
requested and really demanded to be
involved in.

598
00:59:26,880 --> 00:59:31,559
Now with regard to the the LOI

599
00:59:33,680 --> 00:59:40,319
on the packet that we distributed there
are some highlevel provisions that

600
00:59:38,319 --> 00:59:47,440
you'll see highlighted
u and also within the presentation there

601
00:59:43,280 --> 00:59:50,799
is a citation back uh to the LOI so that
you can quickly reference where in the

602
00:59:49,040 --> 00:59:56,079
document you can find particular
provisions how they're outlined and how

603
00:59:53,119 --> 01:00:03,599
they're framed.
First, the purchase price 700 million

604
00:59:59,760 --> 01:00:07,440
with an additional 270 million economic
commitment.

605
01:00:05,280 --> 01:00:12,160
Uh that includes strategic capital,
routine capital,

606
01:00:09,920 --> 01:00:17,119
enhanced new electronic health record
systems

607
01:00:14,079 --> 01:00:24,319
and payment for five years of $4 million
a year to help support the the county in

608
01:00:21,839 --> 01:00:30,040
in its efforts.
That's on slide four. Slide five,

609
01:00:30,079 --> 01:00:37,760
we note that employees were able we were
able to secure and this body was able to

610
01:00:34,960 --> 01:00:42,640
secure special protections for employees
at the hospital that we believe are

611
01:00:40,240 --> 01:00:46,240
strong and market in this type of
transaction.

612
01:00:44,240 --> 01:00:50,799
U we were able to secure as a
preliminary matter which will be built

613
01:00:48,319 --> 01:00:54,640
upon in the definitive agreement stage
if you choose to move forward.

614
01:00:55,040 --> 01:01:02,160
Additional commitments around existing
service lines and the efforts that will

615
01:00:59,440 --> 01:01:07,520
be undertaken to ma maintain them for
the next 10 years.

616
01:01:04,319 --> 01:01:11,839
Commitments, some aspirational
which would need to be firmed up in a

617
01:01:09,200 --> 01:01:17,440
transaction document for sure. Some
aspirational, some more specific.

618
01:01:14,319 --> 01:01:22,559
maintaining the children's ED
committing to plan around additional

619
01:01:19,839 --> 01:01:28,400
services and subsp specialties not based
off a checklist but on analysis of

620
01:01:25,599 --> 01:01:33,119
community needs developed and narrowly
tailored to what the people in

621
01:01:30,960 --> 01:01:36,920
Williamson County
desire and need.

622
01:01:38,079 --> 01:01:48,000
There was also additionally
a oversight authority structure that uh

623
01:01:46,319 --> 01:01:57,200
was important to this body in our
discussions and that would be populated

624
01:01:52,480 --> 01:02:02,640
by this body that would oversee the the
commitments capital and otherwise uh

625
01:02:00,160 --> 01:02:08,319
that uh that Ascension is is making
through the document and document and

626
01:02:04,880 --> 01:02:12,240
affirm that they are following through
on the commitments they made in the

627
01:02:10,240 --> 01:02:18,559
definitive agreements.
Uh as part of the process too uh about

628
01:02:14,799 --> 01:02:23,200
risk allocation, uh Ascension um
indicated they are pursuing and we we

629
01:02:21,200 --> 01:02:28,079
believe they are pursuing representation
of warranty insurance to help provide

630
01:02:25,920 --> 01:02:32,720
additional security in the in the event
that there is uh an issue identified uh

631
01:02:30,799 --> 01:02:35,720
through the diligence process or
otherwise.

632
01:02:37,359 --> 01:02:45,440
Now if you'll move to slides six and
seven.

633
01:02:41,599 --> 01:02:50,480
Is the LOI the end of the process?
No.

634
01:02:47,119 --> 01:02:55,200
Is it the beginning of a more robust
engaged process?

635
01:02:53,520 --> 01:03:01,119
Yes.
And it's not to exchange information for

636
01:02:57,680 --> 01:03:06,000
the sake of exchanging information.
Every transaction between hospitals that

637
01:03:03,520 --> 01:03:11,119
I've been involved in,
there were specific

638
01:03:08,640 --> 01:03:19,599
wide ranging questions about risk
management matters, quality matters,

639
01:03:15,039 --> 01:03:26,000
and not just about specific incidents.
From my perspective, the important data

640
01:03:22,480 --> 01:03:33,039
point data points would go back not a
month, even if it's a month with tragic

641
01:03:30,079 --> 01:03:36,720
headlines. We won't go back one month.
We won't go back six months. We won't go

642
01:03:34,799 --> 01:03:42,240
back one year. We won't go back just two
years.

643
01:03:39,039 --> 01:03:46,240
We will want to see and be comfortable
with Ascension's track record, their

644
01:03:44,559 --> 01:03:52,400
protocols,
their approaches, their outcomes.

645
01:03:49,680 --> 01:03:58,319
We want to we we want to know what that
is and it's not an extraordinary ask of

646
01:03:55,599 --> 01:04:05,760
this body for ascension to to answer
those questions. It's customary

647
01:04:02,480 --> 01:04:12,720
and I think in in this circumstance uh
this body uh given its unique leadership

648
01:04:09,200 --> 01:04:18,000
role in the community
will be well served by being able to

649
01:04:15,359 --> 01:04:21,359
pursue and engage and get more
information and then more information

650
01:04:19,920 --> 01:04:26,559
and then more information. If
information is needed,

651
01:04:24,000 --> 01:04:30,240
diverting from a process designed to
generate it

652
01:04:28,720 --> 01:04:33,240
would be a different direction than
that.

653
01:04:33,920 --> 01:04:40,400
Some of the items that are going to be
firmed up through

654
01:04:37,920 --> 01:04:46,160
the LOI process.
We want to get more specific

655
01:04:42,880 --> 01:04:54,160
about milestones on capital, on service
lines, on EMS, quality outcomes,

656
01:04:50,480 --> 01:04:59,359
reporting, oversight,
an independent board in Williamson

657
01:04:57,039 --> 01:05:03,039
County
to help advise and serve and and

658
01:05:01,440 --> 01:05:08,000
function
as representatives and and follow the

659
01:05:06,079 --> 01:05:12,480
priorities that we can specifically
delineate. Now, I in in in terms of

660
01:05:10,640 --> 01:05:17,119
setting expectations. In every
transaction I've seen, there's a

661
01:05:14,640 --> 01:05:21,520
balance.
You you want to know what is being

662
01:05:19,839 --> 01:05:27,359
planned and you want to hopefully make
it specific enough so that you can track

663
01:05:24,319 --> 01:05:33,119
progress towards that target.
You balance that against

664
01:05:30,240 --> 01:05:38,799
a very competitive
countywide and beyond market.

665
01:05:36,160 --> 01:05:45,440
If you've got the right partner with the
right capital with the right strategy,

666
01:05:43,280 --> 01:05:49,520
do you need some flexibility in terms of
how you prioritize and pivot and take

667
01:05:47,599 --> 01:05:54,880
advantage of opportunities? Do you want
some of that as a community? I would say

668
01:05:52,319 --> 01:05:59,039
yes. Do you want it specific enough that
you can verify that they are making

669
01:05:57,760 --> 01:06:06,000
they're following through on their
promises? Absolutely.

670
01:06:02,880 --> 01:06:11,440
and our discussions with Ascension,
did I did I sense any resistance to that

671
01:06:09,839 --> 01:06:14,880
engagement,
to that oversight, to that

672
01:06:13,280 --> 01:06:18,280
collaboration?
I did not.

673
01:06:21,359 --> 01:06:27,520
With that summary, I'm glad to answer
any questions you've got.

674
01:06:25,440 --> 01:06:32,640
» Uh, thank you for that summary. Um,
continuing on, we we do have a current

675
01:06:29,119 --> 01:06:36,039
motion um to defer. Uh, I will call on
Commissioner Felhower.

676
01:06:36,240 --> 01:06:45,119
» Thank you, Chair. Um, I'm I'm thoroughly
convinced that uh we need to sell the

677
01:06:42,799 --> 01:06:51,920
hospital, and I wasn't at first, and I
think Ascension's offer is fair. Uh,

678
01:06:48,960 --> 01:06:56,559
this is a major decision, and uh, it's
the largest single transaction in the

679
01:06:53,839 --> 01:07:03,119
history of Williamson County, and it
will live on into perpetuity. This is a

680
01:06:59,520 --> 01:07:07,359
legacy decision for this commission. Um,
with transactions this large, there are

681
01:07:04,960 --> 01:07:10,960
typically a series of public meetings,
and I'm not talking about subcommittee

682
01:07:09,119 --> 01:07:16,240
meetings. I'm talking about these public
meetings that afford citizens an

683
01:07:13,520 --> 01:07:21,839
opportunity to attend, to listen, and to
voice their opinions. We have nine new

684
01:07:18,880 --> 01:07:25,359
commissioners here in this body tonight.
There's been an issue with the all

685
01:07:23,359 --> 01:07:29,839
commissioners email, so I'm not even
certain that we've um heard from

686
01:07:27,760 --> 01:07:36,400
everyone who wanted to express their
thoughts or concerns or support. Um I'm

687
01:07:33,440 --> 01:07:40,319
a firm believer in the public process of
public funds and assets so the public

688
01:07:38,720 --> 01:07:44,880
has the right to have their voices
heard. And I I personally would love

689
01:07:42,799 --> 01:07:50,720
some time to digest what's been said
here tonight by the public and in in

690
01:07:47,440 --> 01:07:55,760
your presentation. Um, the RFP bidding
process is long and arduous. I don't

691
01:07:53,200 --> 01:07:59,680
believe that waiting a few weeks uh to
move into the letter of intent will be

692
01:07:58,000 --> 01:08:04,000
caused for ascension to pull out of the
process. And if they do, they likely

693
01:08:01,760 --> 01:08:09,359
would pull out of the process during the
due diligence period. Anyhow, um, I want

694
01:08:06,960 --> 01:08:15,039
to be clear, I'm not against selling the
hospital. I'm not against selling the

695
01:08:12,160 --> 01:08:19,520
hospital to Ascension. Um, like
Commissioner Lawrence said, uh, with the

696
01:08:17,279 --> 01:08:25,520
recent events, I just simply want to
pump the brakes. Uh, take a deep breath.

697
01:08:22,400 --> 01:08:30,799
There's no rush here. I support the goal
of this transaction.

698
01:08:27,520 --> 01:08:34,159
Uh, my concern is simply the process. I
just want to ensure that the people of

699
01:08:32,319 --> 01:08:38,480
Williamson County have had enough
opportunity for public input so that

700
01:08:36,640 --> 01:08:43,679
their perspectives are weighed in by
this commission. Um, this is a really

701
01:08:41,359 --> 01:08:48,319
big deal and we need to get it right.
So, I do have I have a couple of

702
01:08:45,359 --> 01:08:55,600
questions. Um, can you walk us through
what the due diligence steps um will

703
01:08:52,319 --> 01:08:59,359
entail and how that will be reported and
how we'll be able to be a part of that.

704
01:08:58,799 --> 01:09:04,480
And
>> Commissioner, if we we may uh return to

705
01:09:02,319 --> 01:09:08,400
those. Uh right now, we'll try to limit
our comments and questions to just the

706
01:09:06,400 --> 01:09:11,679
motion to defer at this moment, I think.
And then uh those questions will

707
01:09:10,159 --> 01:09:16,719
certainly be appropriate as we move into
it, whether that's at today's meeting or

708
01:09:13,279 --> 01:09:23,480
at some future meeting.
Um our next commissioner requesting to

709
01:09:19,679 --> 01:09:23,480
speak, uh Barb Sturgeon.

710
01:09:23,520 --> 01:09:30,719
» Thank you, chairman. Can you hear me?
>> We can.

711
01:09:27,120 --> 01:09:35,920
» Okay, great. So, um I uh I tried to
second Greg's motion because I feel

712
01:09:33,040 --> 01:09:40,799
strongly that this meeting is premature.
It's been rushed to even before our very

713
01:09:38,640 --> 01:09:47,600
first commission meeting with nine new
commissioners. Um, but mostly I thought

714
01:09:44,799 --> 01:09:51,600
it was my expectation that the hospital
would make a recommendation

715
01:09:49,839 --> 01:09:56,320
and then the come out county commission
as a whole

716
01:09:53,600 --> 01:10:02,560
would make a decision. But it feels like
the decisions already made and our

717
01:10:00,239 --> 01:10:10,480
lawyer is supposed to be serving the
commission is already moving down to a

718
01:10:06,400 --> 01:10:15,360
commitment to one of the two RFPs, which
is Ascension. And I don't have a problem

719
01:10:13,600 --> 01:10:20,480
with selling the hospital either. I
think it's a good idea, but like

720
01:10:18,000 --> 01:10:25,679
Commissioner Castner said, I'm not
really willing to give up three to $500

721
01:10:23,920 --> 01:10:31,440
million
in revenue to the county without a very

722
01:10:29,120 --> 01:10:36,800
compelling reason. And I don't believe
we've gone through this process. I don't

723
01:10:34,080 --> 01:10:41,280
remember ever instructing with a vote
from the commission the creation of the

724
01:10:39,679 --> 01:10:48,000
LOI.
And um because of these reasons and

725
01:10:43,760 --> 01:10:53,360
because I have been flooded with emails,
almost 90% are telling us to slow down

726
01:10:51,600 --> 01:11:00,000
and wait because people have valid
concerns about what went down in August

727
01:10:56,480 --> 01:11:06,400
at Ascension in the pharmacy. And we
shouldn't just blow past that without

728
01:11:03,120 --> 01:11:13,040
doing some due diligence. So because of
that, I would support the motion to

729
01:11:08,800 --> 01:11:17,600
defer until we have more information and
more understanding about what this means

730
01:11:15,360 --> 01:11:21,760
because it is a commitment to ascension
because we're saying we won't look at

731
01:11:18,960 --> 01:11:28,800
anybody else if we sign the LOI. That's
a commitment. So those are my comments.

732
01:11:26,719 --> 01:11:32,880
» Thank you, Mr. Surgeon. Um, next
requested speaker, uh, Commissioner

733
01:11:30,320 --> 01:11:39,280
Mitchell.
>> Thank you, Chair. Um, longtime listener,

734
01:11:35,920 --> 01:11:42,800
first- time caller over here. First, I
want to thank everybody who's who's come

735
01:11:40,800 --> 01:11:46,880
out tonight, those watching online,
those who spoke. This type of civic

736
01:11:45,040 --> 01:11:50,800
engagement really proves to the board
here that this is super important for us

737
01:11:48,560 --> 01:11:55,920
to get right. And I want to show I
brought all of this tonight. This is

738
01:11:53,120 --> 01:12:00,320
what I've received as a new commissioner
since about the beginning of July. It's

739
01:11:58,800 --> 01:12:04,159
a lot of information. I've been through
every bit of it.

740
01:12:02,320 --> 01:12:11,440
This part of it right here is
specifically about the hospital.

741
01:12:08,480 --> 01:12:15,520
This is the LOI. You can see I've gone
through this time and time again. I've

742
01:12:13,120 --> 01:12:20,320
done my own red lines highlights and
I've had time to ask the questions that

743
01:12:18,320 --> 01:12:26,719
I needed to ask, get the answers that I
needed to get answered from every

744
01:12:22,800 --> 01:12:30,480
stakeholder on this side of the fence.
I really would like to get to Ascension

745
01:12:28,719 --> 01:12:34,640
now and ask the tough questions that
some of you have brought here tonight

746
01:12:32,080 --> 01:12:40,320
and want us to get answered. And if we
don't get down this road and vote on

747
01:12:37,040 --> 01:12:46,960
this, we can't do that. So, I am a no on
deferral tonight. Thank you.

748
01:12:43,440 --> 01:12:53,679
» Uh, next, Commissioner Todd.
>> Uh, yes, thank you. Uh again, uh I have

749
01:12:50,400 --> 01:13:01,600
similar binders and boy, it has been
like uh drinking from a fire hose. Uh so

750
01:12:57,120 --> 01:13:05,760
I understand everything at play. Um and
the uh hospital board and the people

751
01:13:04,080 --> 01:13:11,600
that I've met and sat in meetings with
have been so thorough

752
01:13:09,120 --> 01:13:15,920
uh with all of the information and
explaining it and I have no questions

753
01:13:14,000 --> 01:13:22,480
there. And in fact, when people have
asked me uh different questions, I have

754
01:13:19,120 --> 01:13:28,000
been able to clarify facts. So, thank
you. I appreciate that.

755
01:13:25,360 --> 01:13:36,719
So, I'm going to use an and word, not a
butt. Um, and the dollar amount of the

756
01:13:33,600 --> 01:13:45,120
transaction and how we're going to do
that is not the only uh consideration at

757
01:13:40,320 --> 01:13:51,280
play. uh public trust has to remain
central because uh everything else we do

758
01:13:49,040 --> 01:13:56,719
on this commission and every other
decision that we make

759
01:13:53,760 --> 01:14:03,600
um trust is built over time and if we
don't listen then we don't build trust.

760
01:13:59,360 --> 01:14:07,040
So I am not prejudging ascension. I am
not saying that it is a bad deal.

761
01:14:05,280 --> 01:14:14,159
Actually I've read it all committed it
to memory. In fact uh it's a great deal.

762
01:14:10,719 --> 01:14:19,679
It looks great on paper but looking
great on paper uh the sale is it's not

763
01:14:17,600 --> 01:14:26,000
the the amount of money cannot be the
only thing that we look at. Uh once

764
01:14:23,840 --> 01:14:32,400
I I have used this example, you'll get
to know this of me. Uh I'm uh I'm farm

765
01:14:29,920 --> 01:14:37,280
girl by trade, you know, grew up, you
know, um when there wasn't much else to

766
01:14:34,800 --> 01:14:41,679
do. So I'm familiar with playground
slides. And I do know that if we use

767
01:14:40,000 --> 01:14:46,000
that example, you know, we have climbed
up to the top. I believe all of the

768
01:14:44,159 --> 01:14:53,360
things have been great and I know that
we are standing at the top and the next

769
01:14:49,280 --> 01:15:00,880
step is to begin to go down and I know
that once we sign the LOI and we put

770
01:14:58,080 --> 01:15:06,159
significant resources in it both time
and financial

771
01:15:03,040 --> 01:15:12,320
um transactions like this are far more
likely to continue than to stop.

772
01:15:10,800 --> 01:15:19,280
So,
um, waiting allows us to,

773
01:15:17,199 --> 01:15:23,360
like I said, pause for just a moment. It
allows us to show the people who elected

774
01:15:21,360 --> 01:15:28,159
us for these seats that we're really
listening to the things that they're

775
01:15:24,960 --> 01:15:35,440
saying. And not only that, but it allows
the investigators who are um working in

776
01:15:33,040 --> 01:15:40,560
downtown Nashville to continue their
work and to complete their complete

777
01:15:37,440 --> 01:15:44,400
their work. Um, I said this very thing
at the property meeting, I don't know,

778
01:15:42,719 --> 01:15:53,600
three or four days before I was sworn
into office. Um, it matters.

779
01:15:49,600 --> 01:16:00,080
It matters that you allow for uh good
endings and good beginnings because if

780
01:15:56,159 --> 01:16:05,360
we enter into an LOI right now, the
story will be what on earth are they

781
01:16:03,280 --> 01:16:11,520
doing entering into the LOI? Haven't
they read the news? Well, of course we

782
01:16:07,199 --> 01:16:19,679
have. I have all the binders. Um, but
more people than not don't realize the

783
01:16:14,640 --> 01:16:25,440
amount of information that we have, and
deferring allows us to speak with our

784
01:16:23,520 --> 01:16:30,560
communities more, speak with our people
more, and it allows us to build that

785
01:16:27,679 --> 01:16:37,120
trust that we're going to need further
down the line. Uh, so um, I am in favor

786
01:16:35,120 --> 01:16:42,239
of the deferral.
um not because I think it's a bad

787
01:16:39,600 --> 01:16:47,920
decision. I think it's a great decision
and

788
01:16:44,960 --> 01:16:56,080
um and the people that I have heard from
in my district um are shocked that we

789
01:16:52,880 --> 01:16:59,040
are ignoring uh what feels like it's
right in front of them. So, we're like,

790
01:16:57,679 --> 01:17:05,199
"Ah, you're not seeing what you're
seeing." And um I think we need to work

791
01:17:02,640 --> 01:17:09,920
on that trust uh and build that up
before we continue. Thank you.

792
01:17:08,560 --> 01:17:12,960
» Uh next on the motion defer,
Commissioner Williams.

793
01:17:11,199 --> 01:17:16,159
» Thank you, Mr. Chair. Um to our new
commissioners, welcome to the county

794
01:17:14,000 --> 01:17:20,719
commission. You know, these are these
are the issues that you signed up to

795
01:17:18,239 --> 01:17:24,480
answer. Um
you know, although, you know, I I I

796
01:17:22,719 --> 01:17:30,560
agree with and appreciate some of the
statements from Commissioner Lawrence, I

797
01:17:26,719 --> 01:17:35,840
I'm a hard no on the deferment. Um any
insinuation of a hasty process is a

798
01:17:33,040 --> 01:17:40,080
flawed argument. We started over two
years ago strategically considering this

799
01:17:37,760 --> 01:17:45,679
as a potential pathway. Over a year ago
is disclosed publicly. Um the RFP

800
01:17:43,360 --> 01:17:51,600
results and the recommendations from the
board have been in front of you for two

801
01:17:47,360 --> 01:17:56,400
months now. Um let's not pretend like we
had a dozen biders with competing offers

802
01:17:54,960 --> 01:18:01,440
that were all very similar to each
other. We had two.

803
01:17:59,280 --> 01:18:06,400
We also don't have any revocation
protections. The longer we drag this

804
01:18:04,080 --> 01:18:10,560
out, at any point these systems can
withdraw their proposal. And by every

805
01:18:08,480 --> 01:18:16,320
metric that you want to look at it, we
have far exceeded any of the norms when

806
01:18:13,679 --> 01:18:21,679
it comes to purchase price, you know, of
of what a health system might look like.

807
01:18:19,280 --> 01:18:26,640
So, I can appreciate that it might make
you comfortable to defer, but the

808
01:18:23,760 --> 01:18:31,600
reality is is that there's been plenty
of time to digest the merits of what's

809
01:18:28,800 --> 01:18:36,640
been proposed. This hasn't been a hasty
process.

810
01:18:34,080 --> 01:18:42,080
This LOI honestly is going to give us an
opportunity to answer the the legitimate

811
01:18:39,040 --> 01:18:45,840
hard questions that we've been asked to
answer.

812
01:18:43,760 --> 01:18:50,800
We can't do that until we can actually
get into the details working for a

813
01:18:47,679 --> 01:18:55,600
definitive agreement which this LOI does
not obligate us to sell the hospital. It

814
01:18:53,040 --> 01:18:58,960
allows us to get into the details and to
answer the questions that are being

815
01:18:57,360 --> 01:19:04,000
asked in which a lot of them are
legitimate questions to ask.

816
01:19:01,679 --> 01:19:09,120
But deferring this LOI accomplishes
nothing other than put it jeopardy what

817
01:19:06,560 --> 01:19:13,840
is a very advantageous deal for this
county and what we're looking at right

818
01:19:10,480 --> 01:19:18,080
now. That's all I have to say.
Uh, next, Commissioner Penny. Yeah,

819
01:19:16,560 --> 01:19:22,480
» I appreciate everything that's been
said. U, both sides have reasonable

820
01:19:20,640 --> 01:19:26,000
arguments. Uh, this we are a
deliberative body. That's what we're

821
01:19:23,760 --> 01:19:30,400
supposed to do. If everybody on this
commission agreed 100% on everything we

822
01:19:27,920 --> 01:19:38,080
we did, why why have the body? So, I
think it's good that we have vigorous

823
01:19:32,400 --> 01:19:45,600
debate. Uh my concern is
how uh Ascension handled this situation

824
01:19:41,440 --> 01:19:50,080
recently with the four patients. Uh the
centers of Medicare and Medicaid

825
01:19:47,840 --> 01:19:54,560
services have three issues with them
right now. The pharmacy, the surgery,

826
01:19:52,080 --> 01:19:57,920
and the governance. And my
understanding, and I may be incorrect,

827
01:19:56,560 --> 01:20:01,840
is that they're going to make a decision
by September 18th whether they're going

828
01:19:59,520 --> 01:20:06,880
to draw funding uh for Medicare or
Medicaid, which would be huge.

829
01:20:04,640 --> 01:20:14,719
Uh some of the things that happen on the
pharmacy are are headscratching. H how a

830
01:20:10,960 --> 01:20:18,880
technician could override a failsafe
program with a barcode read is is I I

831
01:20:17,520 --> 01:20:24,080
don't understand how that could possibly
happen.

832
01:20:20,159 --> 01:20:31,679
uh the uh the the centers of Medicare
and Medicaid services uh have approached

833
01:20:28,560 --> 01:20:37,120
Ascension and they asked for a plan to
fix it. They g they gave him one in

834
01:20:34,239 --> 01:20:40,320
August 18th that was unacceptable. They
gave him one August 19th was

835
01:20:38,560 --> 01:20:45,679
unacceptable and a third one that was
unacceptable. And since then they have

836
01:20:43,199 --> 01:20:49,120
come up with a solution. I'm going to
read it very quickly. I'm going to my

837
01:20:47,360 --> 01:20:52,960
question is why wasn't this inst
instituted in the first place? They're

838
01:20:51,280 --> 01:20:59,120
going to separate and distinctly marking
high alert medications. The the the the

839
01:20:56,800 --> 01:21:05,600
potassium phosphate was not marked that
way. Uh it was in a vial very similar to

840
01:21:03,040 --> 01:21:12,080
the and I'm going to butcher that name
of the drug they use for the epidurals

841
01:21:08,320 --> 01:21:16,719
metabocaine or I apologize few for you
people in the medicine. I butchered

842
01:21:14,000 --> 01:21:21,120
that. Uh they require a mandatory stop
when a spinal medication generates a

843
01:21:18,640 --> 01:21:25,040
scanning alert. That did not happen.
They prohibit unresolved manual

844
01:21:22,960 --> 01:21:28,640
workarounds requiring independent
verification and requiring two trained

845
01:21:27,040 --> 01:21:32,080
pharmacists to verify spinal
medications. So my question is why

846
01:21:30,719 --> 01:21:38,320
wasn't that in place in the first place
if it's such a great idea? And why are

847
01:21:34,719 --> 01:21:42,640
they having such a hard time uh pleasing
the uh Centers for Medicare and

848
01:21:40,239 --> 01:21:46,400
Medicaid? That that concerns me. Now,
does that mean that I'm totally against

849
01:21:44,320 --> 01:21:50,400
the deal? No. But I just want to answer
to it. And I thought we're going to know

850
01:21:48,400 --> 01:21:56,880
more on se September 18th. And I guess
my question, Jesse, is if we do the LOI

851
01:21:54,239 --> 01:22:02,960
and we come up to September 18th and we
find out that they are removed from

852
01:21:59,920 --> 01:22:08,480
receiving funds from Medicare, Medicaid.
How do we deal with that?

853
01:22:05,760 --> 01:22:11,360
the uh the result under the LOI is that
you would still be subject to the

854
01:22:09,679 --> 01:22:14,080
exclusivity for the period of time that
we outlined uh in in the letter of

855
01:22:13,440 --> 01:22:19,600
intent.
>> Okay. All right. So anyway, again,

856
01:22:17,280 --> 01:22:24,239
that's my concern why waiting just a
little while longer. Again, I'm not

857
01:22:21,600 --> 01:22:28,159
against the program. There's a lot of
good people at Ascension. My

858
01:22:25,920 --> 01:22:32,480
cardiologist is Ascension. He's great
cardiologist. He does great work. So

859
01:22:29,920 --> 01:22:36,400
that that's not the issue. My issue is
how the governance of the hospital

860
01:22:34,560 --> 01:22:42,480
handle this thing and I'm and that
concerns me. So that's my state.

861
01:22:40,080 --> 01:22:46,719
» Uh next, Commissioner Verell.
>> Thank you, Mr. Chairman. Uh Mr. Neil,

862
01:22:44,800 --> 01:22:52,000
thank you for your efforts and and
representing us um as a county

863
01:22:48,960 --> 01:22:56,000
commission. U if I can and if you're
willing to state, how much is it that we

864
01:22:54,320 --> 01:23:00,480
that the people of Williamson County pay
you per hour? Ballpark.

865
01:22:59,199 --> 01:23:04,159
» My hourly rate,
>> Yes, sir. is $900 an hour

866
01:23:02,800 --> 01:23:07,920
» for for this body, not other clients,
but this body,

867
01:23:05,600 --> 01:23:11,120
» right? Um I remember a meeting earlier
this year where there were issues with

868
01:23:09,679 --> 01:23:17,199
uh you know, how much we were
potentially paying and uh can you tell

869
01:23:15,120 --> 01:23:21,520
me ballpark like about every month how
much we're basically paying to retain

870
01:23:19,600 --> 01:23:25,920
you as as our representation for this
transaction?

871
01:23:22,639 --> 01:23:32,880
» Uh it would range dramatically between
um six six figures down to 20 to 30. And

872
01:23:29,679 --> 01:23:38,400
I expect that given um the engagement of
this body uh and the issues that have

873
01:23:36,000 --> 01:23:44,800
been identified that rightfully so need
to be explored uh and and analyzed. I I

874
01:23:42,159 --> 01:23:47,520
expect that the trend will be u more
time not less on the part of your

875
01:23:46,560 --> 01:23:52,560
lawyers.
>> Sure, that makes sense. And uh so we

876
01:23:50,639 --> 01:23:56,000
could assume that if we do put this off
another two months, we're looking at a

877
01:23:54,000 --> 01:23:59,600
cost of the county in the terms of
probably six figures. Would that be a

878
01:23:58,480 --> 01:24:03,120
rough yes? Would you?
>> I think that's fair.

879
01:24:00,400 --> 01:24:08,960
» Sure. Um, my second thing for you is if
we do the LOI, it's 120 days. Uh, by my

880
01:24:06,480 --> 01:24:15,120
quick math and I cheated by using AI.
Um, I believe that goes to January 7th.

881
01:24:11,840 --> 01:24:21,040
Um, and then we don't have a meeting in
December. So, if we put this off until

882
01:24:18,400 --> 01:24:25,520
November versus basically just going
ahead and going through the process and

883
01:24:23,280 --> 01:24:29,440
we're efficient by going through all
that through your by have through you

884
01:24:27,679 --> 01:24:32,639
and by having an LOI in in this
transaction, we'd potentially save the

885
01:24:31,280 --> 01:24:37,600
county hundreds of thousands of dollars.
Is that correct?

886
01:24:34,239 --> 01:24:41,520
» I I I think moving forward deliberately
uh with the team in place given the

887
01:24:39,760 --> 01:24:48,000
information that we have in front of us
is the most efficient way to approach

888
01:24:43,520 --> 01:24:53,040
it. Um, and it also is um the most
direct way uh to get information that's

889
01:24:51,360 --> 01:24:58,480
relevant to the questions that have been
posed. Again, the LOI uh is not designed

890
01:24:56,880 --> 01:25:02,800
uh to limit your engagement with
constituents. Uh the the LOI

891
01:25:01,280 --> 01:25:09,520
specifically
and narrowly defines what the

892
01:25:05,920 --> 01:25:14,639
exclusivity provision would preclude to
respect and we insisted and they were

893
01:25:12,159 --> 01:25:19,679
glad to accommodate to respect the
ongoing engagement between this body and

894
01:25:17,040 --> 01:25:25,520
their constituents. Uh and so that that
would not be um impacted. uh and and and

895
01:25:23,760 --> 01:25:29,840
so that would be the the go forward
process um that I think that that we

896
01:25:27,760 --> 01:25:36,400
would we would follow and it would be
designed um to get more information more

897
01:25:33,280 --> 01:25:43,280
quickly. Uh and if that's the objective,
I I certainly would say that an LOI uh

898
01:25:39,360 --> 01:25:47,679
is a vehicle to that. Um pausing um that
vehicle and not getting into that

899
01:25:45,280 --> 01:25:52,400
vehicle for some period of time uh I
think would probably uh not save money.

900
01:25:49,920 --> 01:25:58,639
It would probably cost money. Great. Uh,
thanks. I'm going on deferral then.

901
01:25:56,320 --> 01:26:02,880
» Uh, next, Commissioner Goodspeed.
>> Thank you.

902
01:26:01,199 --> 01:26:06,320
Uh, again, thank you for all the
speakers that came up. Appreciate that.

903
01:26:04,639 --> 01:26:11,040
I've been on that side of the podium. I
know what it's like. Um, and we can't do

904
01:26:08,960 --> 01:26:16,400
our job without you guys telling us what
you're feeling because we're literally

905
01:26:13,040 --> 01:26:20,080
representatives of this community. Um, I
would also like to thank Williamson

906
01:26:17,840 --> 01:26:25,280
Health for getting us up to speed and
Jesse for getting us up to speed on this

907
01:26:22,239 --> 01:26:29,760
on this process. Um, it has been a lot,
but I am thoroughly impressed with

908
01:26:27,840 --> 01:26:36,000
Williamson Health and how they handle
their business and honestly, everyone

909
01:26:33,120 --> 01:26:40,400
there has been uh, great and helpful for
us moving forward. Um I know a lot of

910
01:26:38,400 --> 01:26:45,120
the doctors there are from Ascension and
from Vanderbilt and that's um we've been

911
01:26:43,120 --> 01:26:49,199
told that's going to continue at least
that's the plan moving forward if going

912
01:26:47,360 --> 01:26:57,360
with Ascension. So I'm not opposed to
any of that. Um as far as what's uh

913
01:26:54,080 --> 01:27:02,560
Commissioner Lawrence has brought up um
if we enter this LOI again if you could

914
01:27:00,159 --> 01:27:06,320
just say how many day we got 120 days
and then then like an extra 30 days and

915
01:27:04,800 --> 01:27:11,760
30 days. Correct.
120 days of exclusivity uh that would

916
01:27:09,040 --> 01:27:16,400
then be extended for two 30-day periods
so long as the parties were still

917
01:27:14,000 --> 01:27:20,480
continuing to negotiate in effect in
good faith.

918
01:27:17,280 --> 01:27:27,360
» Okay, great. And then have we or you I
should say uh anybody heard anything as

919
01:27:23,679 --> 01:27:32,480
far as answers on the investigation and
that immediate jeopardy situation that's

920
01:27:29,760 --> 01:27:36,320
happening with Ascension St. Thomas at
this point in time. I've been reading

921
01:27:34,400 --> 01:27:41,920
about it in the newspaper, same as you.
>> Okay. Um, if that investigation

922
01:27:40,000 --> 01:27:48,159
does not
if it continues and does not finish with

923
01:27:45,280 --> 01:27:50,719
this within those 180 days, so we don't
have an answer whether we're going to

924
01:27:49,600 --> 01:27:54,719
they're going to be able to keep their
CMS or not.

925
01:27:52,880 --> 01:27:57,520
What's what are we going to do then?
What's our plan?

926
01:27:56,880 --> 01:28:00,480
We
>> we have to end the LOI. I'm sorry. Do we

927
01:27:59,040 --> 01:28:05,520
have to end the LOI at that point
because we've hit our our two months in

928
01:28:03,600 --> 01:28:11,600
two months or
>> I I think that uh if at the end of the

929
01:28:08,560 --> 01:28:17,040
LOI period uh you have not been given
information you need to feel comfortable

930
01:28:14,560 --> 01:28:22,480
uh moving forward with the transaction
or moving comfortable declining to move

931
01:28:19,600 --> 01:28:27,440
forward with the transaction uh then you
would exit the process and no longer be

932
01:28:25,120 --> 01:28:30,639
bound by the exclusivity.
>> Okay. So basically we would we would

933
01:28:29,040 --> 01:28:35,679
have to make a decision at that point in
time whether we're going to go with

934
01:28:33,360 --> 01:28:39,840
ascension or not. Is that is that what
I'm understanding?

935
01:28:36,719 --> 01:28:44,159
» So so the this body's decision about
moving forward with the transaction uh

936
01:28:42,159 --> 01:28:48,719
is not today. It will be late in the
process and if you determine to move

937
01:28:46,239 --> 01:28:52,320
forward with a transaction given the
definitive agreements you'd be able to

938
01:28:50,480 --> 01:28:55,840
do that at that time. You could also
reject that at that time.

939
01:28:54,080 --> 01:29:01,760
» Okay.
So in other words, we can get out if we

940
01:28:59,360 --> 01:29:08,480
don't. My biggest concern, as you can
see, is that we we don't know if

941
01:29:06,000 --> 01:29:16,239
unfortunately due to that horrific
incident investigation as far as that

942
01:29:13,520 --> 01:29:20,480
goes and and
you know, we got other agencies involved

943
01:29:18,800 --> 01:29:25,840
in it now and everything else. If that's
going to actually be finished within

944
01:29:22,800 --> 01:29:30,880
that time period we set. So, if we defer
this a month, two months, that gives us

945
01:29:29,280 --> 01:29:34,159
another extra 30 days for them to at
least try to figure out this

946
01:29:32,000 --> 01:29:38,719
investigation since we have not even
heard from anybody how long that's going

947
01:29:36,960 --> 01:29:43,679
to take or when that's going to
conclude. Um, so to me, it looks like we

948
01:29:42,320 --> 01:29:49,600
just need a little bit more information
from them before we start stepping into

949
01:29:46,000 --> 01:29:54,239
something. Um, that's an exclusivity
issue.

950
01:29:51,040 --> 01:30:00,719
Um the also um next point I would like
to make is if land in this county is

951
01:29:58,080 --> 01:30:06,000
annexed, there are three readings that
have to happen before that land is done.

952
01:30:03,679 --> 01:30:11,679
And with this process, we basically had
one public meeting so far for the public

953
01:30:08,880 --> 01:30:17,600
to voice it. So um again, I don't have a
problem with necessarily deferring it.

954
01:30:13,840 --> 01:30:22,239
Um and with your own statement, um that
LOI process would enter into next year

955
01:30:19,600 --> 01:30:28,000
anyway. So I think if that's if we're
into November and then it continues on

956
01:30:24,960 --> 01:30:31,280
and we can agree to it then and that
means we're into January or February

957
01:30:29,440 --> 01:30:34,960
that's still inside the ballpark of what
the initial LOI would be anyway. So I

958
01:30:33,120 --> 01:30:38,800
don't see why there's a big rush to to
not defer this at this time with with

959
01:30:36,880 --> 01:30:44,960
those huge questions that we have
without arguably no answers. So

960
01:30:42,800 --> 01:30:49,199
» go ahead. If that was a question, I
would say that um we have received no

961
01:30:47,199 --> 01:30:53,920
information from Ascension and posed no
questions to them regarding it.

962
01:30:51,840 --> 01:30:57,280
» Perfect. Thank you.
>> Uh next, Commissioner Herbert.

963
01:30:55,600 --> 01:31:00,280
» Call the question.
>> Second.

964
01:31:02,000 --> 01:31:10,080
» We have a motion to call the question.
Um and a second. Um, Commissioner Mason

965
01:31:08,480 --> 01:31:14,480
has not had an opportunity to speak yet,
though,

966
01:31:12,639 --> 01:31:21,760
so we need to allow Commissioner Mason
to speak before calling.

967
01:31:18,480 --> 01:31:25,360
» That's what I'm looking at.
>> Straight to the vote on

968
01:31:22,639 --> 01:31:29,199
» straight to the vote.
>> Um, checking with counselor very quickly

969
01:31:27,360 --> 01:31:33,679
on calling the question. Uh, we believe
we go straight to a vote on calling the

970
01:31:30,960 --> 01:31:40,520
question. U, it is by twothirds vote. Uh
Jeff, have y'all been able to get that

971
01:31:34,960 --> 01:31:40,520
loaded up or do we need to voice?

972
01:31:57,920 --> 01:32:01,080
He's saying

973
01:32:01,679 --> 01:32:04,880
» who the second was.

974
01:32:05,360 --> 01:32:12,280
Commissioner.
>> So, while you're loading that up,

975
01:32:19,199 --> 01:32:28,080
» very good. Uh so, um we have before us
the vote to uh end deliberations on the

976
01:32:24,719 --> 01:32:31,360
motion to defer. Uh vote yes if you uh
wish to have the question called and and

977
01:32:29,440 --> 01:32:37,880
end deliberation on the motion defer.
No. If you wish to continue

978
01:32:32,639 --> 01:32:37,880
deliberation, please record your votes.

979
01:32:40,159 --> 01:32:46,760
» Votes. He's going to get it.
>> Commissioner Sturgeon has voted. Um,

980
01:32:47,199 --> 01:32:55,360
» it is closed. Uh, 16 yes, 8 no. Uh, that
is a twothirds majority. Deliberations

981
01:32:53,280 --> 01:33:00,800
will close on the motion to defer. Uh,
we now then can move on to the vote on

982
01:32:57,600 --> 01:33:05,600
the motion to defer.
Um, that is a majority vote. If we can

983
01:33:02,639 --> 01:33:09,520
get that loaded up, uh, voting yes on
the motion to defer, we'll continue to

984
01:33:07,920 --> 01:33:15,520
the November date, I believe, is what
was moved. Voting no will be to not

985
01:33:12,560 --> 01:33:23,880
defer and move on to voting on the
resolution. Uh, and if we will load that

986
01:33:18,800 --> 01:33:23,880
one up on the motion to defer

987
01:33:34,800 --> 01:33:41,679
uh, please vote on your screens. Voting
no is to not defer the motion. Yes. To

988
01:33:39,199 --> 01:33:44,760
defer the motion to November or to vote
to deliberation.

989
01:33:49,600 --> 01:33:55,080
We're waiting on Commissioner Sturgeon.
I know she's voting from afar.

990
01:33:56,239 --> 01:34:00,960
» She's
>> Well, I'm going to tell.

991
01:33:58,480 --> 01:34:06,639
» Okay.
>> So, Chairman, I actually want to make

992
01:34:03,040 --> 01:34:11,199
sure on the um call to question,
Commissioner Sturgeon uh responded that

993
01:34:09,280 --> 01:34:14,960
she wanted to vote no, but I'd like to
make sure that she lets everyone know.

994
01:34:13,040 --> 01:34:18,639
and we were were able to cast the vote,
but I want to make sure that no was the

995
01:34:17,360 --> 01:34:21,840
correct vote and then she's actually
going to give you the vote now uh for

996
01:34:20,960 --> 01:34:24,639
the um
>> motion defer

997
01:34:22,639 --> 01:34:29,440
» motion to defer.
>> Uh yes, Mr. Turgeon on the on the uh

998
01:34:26,960 --> 01:34:33,440
calling the question uh 16 were for
calling the question, eight against. So

999
01:34:31,520 --> 01:34:38,000
that uh calling the question passed,
deliberation ended, we are now with the

1000
01:34:35,840 --> 01:34:42,880
motion to defer. We have everyone's
votes uh in awaiting yours. Um, and then

1001
01:34:41,679 --> 01:34:46,800
in the meantime, if anyone was wishing
to change their vote,

1002
01:34:45,360 --> 01:34:51,520
» can you hear me?
>> Yes, ma'am.

1003
01:34:48,800 --> 01:34:57,520
» I'm sorry I wouldn't unmute, so it took
me a while. I am voting yes to defer if

1004
01:34:56,080 --> 01:35:00,000
that's what we're talking about.
>> Yes, ma'am.

1005
01:34:58,000 --> 01:35:03,199
» Thank you, Commissioner Surgeon. Um,
appears everyone has uh entered their

1006
01:35:01,760 --> 01:35:09,440
votes. Any wish to change vote, please
do so now.

1007
01:35:05,440 --> 01:35:15,120
And we have uh eight yes, 16 no. Uh the
motion to defer fails. Uh we will then

1008
01:35:12,719 --> 01:35:21,560
therefore move on
with the main motion on the floor,

1009
01:35:17,679 --> 01:35:21,560
resolution 92601.

1010
01:35:24,320 --> 01:35:29,159
And I request to speak from Commissioner
Mason.

1011
01:35:31,600 --> 01:35:38,000
Okay. I I had something prepared on the
motion to defer, but I guess I will

1012
01:35:36,000 --> 01:35:43,360
scratch that and now move into whether
or not to approve the LOI. So, first and

1013
01:35:41,360 --> 01:35:46,480
foremost, I I do want to clear up some
confusion. I've heard several times

1014
01:35:45,040 --> 01:35:50,719
tonight that there's not been public
meetings on this issue, and I say this

1015
01:35:48,560 --> 01:35:55,199
every meeting, and I will reiterate it.
The property meeting meets every month

1016
01:35:53,040 --> 01:35:59,679
and discusses this issue. That property
meeting is open to the public. It is

1017
01:35:56,960 --> 01:36:03,199
recorded. And so I I don't want the
narrative to be out there that this has

1018
01:36:01,600 --> 01:36:08,320
not been open to the public because it
very much has for uh ever since the

1019
01:36:06,080 --> 01:36:14,080
hospital has presented Ascension as
their top choice. And we've met every

1020
01:36:12,080 --> 01:36:19,360
month since that point. And I I believe
it's the third Wednesday of the month,

1021
01:36:17,440 --> 01:36:23,840
fourth Wednesday of the month. I'll have
to remember. Is it the third? Um open to

1022
01:36:22,159 --> 01:36:28,080
the public. Everyone is entitled to
come. We encourage you to come because

1023
01:36:25,679 --> 01:36:33,040
we want this to be an open process. But
again, uh the narrative that we've not

1024
01:36:30,320 --> 01:36:41,280
had an open meeting about this, I wanted
to set the record straight on that. Now,

1025
01:36:35,600 --> 01:36:45,840
um attorney Neil, question for you.
My understanding and the reason why I've

1026
01:36:43,199 --> 01:36:51,840
voted no to defer is because the
questions that we have involving the

1027
01:36:48,159 --> 01:36:56,960
medication mixup, the potential loss of
Medicare, to me the best way to get the

1028
01:36:55,119 --> 01:37:02,400
answers to those questions is through
the LOI and is through opening up that

1029
01:37:00,159 --> 01:37:06,239
period of communication. And am I
correct on that? the the questions that

1030
01:37:04,480 --> 01:37:11,040
we have, we're getting our information
from a newspaper, but if we move forward

1031
01:37:08,800 --> 01:37:15,119
with the LOI, we can get our information
directly from Ascension and from the

1032
01:37:12,960 --> 01:37:17,600
investigation. Is that correct?
>> Yes. Yes, Commissioner. That that is

1033
01:37:16,880 --> 01:37:22,800
correct.
>> Uh I think that there's a two uh there's

1034
01:37:20,639 --> 01:37:28,320
a there's a primary distinction that the
that the diligence process will be

1035
01:37:25,600 --> 01:37:34,239
designed to uncover. one is to the
extent we can find out what happened and

1036
01:37:30,400 --> 01:37:41,520
why what was their response uh and was
it implemented uh two I think it's very

1037
01:37:38,320 --> 01:37:48,000
important that we cast a wide net and
ask them about not just pharmacy issues

1038
01:37:45,440 --> 01:37:53,840
we ask them for across the board risk
management quality outcome issues not

1039
01:37:50,880 --> 01:37:59,119
just for a month in the past not just
six months or a year but years into the

1040
01:37:56,000 --> 01:38:03,600
past because bottom. I suspect people
want to know, was this tragedy an

1041
01:38:02,000 --> 01:38:09,119
outlier
or was it more of the same? And I think

1042
01:38:07,679 --> 01:38:14,320
that's the target on the wall to
determine through the LOI stage.

1043
01:38:11,920 --> 01:38:19,280
» And and to piggyback kind of on what
Commissioner Todd said, um you know,

1044
01:38:17,360 --> 01:38:23,520
this isn't just a financial transaction.
We're also trying to find the best fit

1045
01:38:21,199 --> 01:38:27,600
for the community.
And the way I see finding the best fit

1046
01:38:25,920 --> 01:38:31,600
for the community is getting that
information that we need that we can

1047
01:38:29,199 --> 01:38:36,000
only get through the LOI. And so if the
purpose was to defer to get that

1048
01:38:33,920 --> 01:38:40,719
information, I found that to be
counterintuitive.

1049
01:38:37,679 --> 01:38:46,159
Um my next question for you is
piggybacking on something Commissioner

1050
01:38:42,400 --> 01:38:50,880
Burrell said talking about the amount of
uh attorney fees we have incurred. I did

1051
01:38:48,639 --> 01:38:56,000
not see anywhere in the LOI where it
talked about who would pay our attorney

1052
01:38:53,600 --> 01:39:02,320
fees. I know initially when we started
this process, I think we were told it's

1053
01:38:57,760 --> 01:39:06,880
customarily that the uh buyer would pay
those fees. Is that correct? Has that

1054
01:39:04,800 --> 01:39:12,400
been discussed? Um because that's going
to be especially with all the due

1055
01:39:08,719 --> 01:39:15,760
diligence because of the the new events
that have happened with Ascension. I can

1056
01:39:14,320 --> 01:39:18,320
imagine our attorney fees are going to
be quite high. What can you tell us

1057
01:39:17,280 --> 01:39:23,119
about that?
>> Uh my my I think your rec recollection

1058
01:39:20,880 --> 01:39:27,280
is is fair. Uh it's certainly within the
discretion of the parties to the

1059
01:39:24,480 --> 01:39:33,119
transaction. Uh it's certainly has been
the case in transactions where either

1060
01:39:29,760 --> 01:39:38,000
the hospital or the buyer uh would pay
the attorney's fees for uh the county

1061
01:39:36,320 --> 01:39:43,760
given that the process came to the
county and not uh vice versa. uh and uh

1062
01:39:41,679 --> 01:39:48,159
at the direction of this body I I think
it's fair to say that we requested that

1063
01:39:46,000 --> 01:39:55,040
uh and requested that um on multiple
occasions and uh they declined uh to

1064
01:39:51,679 --> 01:40:00,239
include that provision and uh given
where we are today and the diligence

1065
01:39:56,880 --> 01:40:03,600
that is um likely to be next step if we
move forward with it uh we can raise

1066
01:40:02,159 --> 01:40:06,960
that issue up again and make that
request again uh assuming that that's

1067
01:40:05,840 --> 01:40:10,800
your direction
>> and so part of this process through the

1068
01:40:08,800 --> 01:40:15,119
LOI is not only to gathering
information, but we then before we move

1069
01:40:13,040 --> 01:40:21,520
forward with any type of agreement to
sell can uh negotiate whether or not the

1070
01:40:19,040 --> 01:40:23,600
attorney fees will be included in that
price. Is that correct?

1071
01:40:22,560 --> 01:40:30,600
» We will do that.
>> Okay. Thank you.

1072
01:40:26,320 --> 01:40:30,600
» Uh next, uh Commissioner Sturgeon,

1073
01:40:34,719 --> 01:40:42,000
» you're off mute.
>> So my one Yeah, I have one question.

1074
01:40:38,000 --> 01:40:47,480
Where in the LOI does it define our due
diligence towards ascension?

1075
01:40:49,119 --> 01:40:54,840
I do not believe due diligence is a
defined term in the LOI.

1076
01:40:55,040 --> 01:40:58,679
» Well, why is that?

1077
01:41:01,840 --> 01:41:09,440
» I'm glad to walk through it and review
uh provisions as it relates to due

1078
01:41:06,159 --> 01:41:16,560
diligence. Um
but that's the purpose uh and that's the

1079
01:41:12,480 --> 01:41:26,239
reason for exclusivity. Um
section three um if you have it in front

1080
01:41:20,480 --> 01:41:31,440
of you uh section three is entitled
due diligence

1081
01:41:28,639 --> 01:41:38,400
and it outlines uh the process and
protocol that is followed. though not a

1082
01:41:33,840 --> 01:41:44,400
defined term. Uh it does uh lead with
that uh concept. First is the term sheet

1083
01:41:41,360 --> 01:41:52,159
and then definitive agreements and then
uh due diligence is on page one and it's

1084
01:41:48,800 --> 01:41:58,560
in bold and it's underlined.
Would it would it not make sense to add

1085
01:41:54,800 --> 01:42:05,199
some verbiage in there about um our due
diligence into a suspensions

1086
01:42:03,119 --> 01:42:11,440
history and background and financial and
and whatnot? I mean, it would make sense

1087
01:42:08,960 --> 01:42:18,199
to me.
>> Uh that exercise is well within the

1088
01:42:13,840 --> 01:42:18,199
scope of what's authorized by the LOI.

1089
01:42:19,040 --> 01:42:25,600
H how is that
based on what?

1090
01:42:23,440 --> 01:42:30,000
» Based on the scope and terms of the
document itself.

1091
01:42:28,000 --> 01:42:32,719
» So it does say in there that we have a
right to due diligence.

1092
01:42:31,840 --> 01:42:36,960
» Yes, we are authorized.
>> Are you saying it's just implied?

1093
01:42:34,960 --> 01:42:44,600
» We are authorized to cond the parties
are authorized to conduct due diligence.

1094
01:42:40,719 --> 01:42:44,600
» Okay. And where is that?

1095
01:42:52,800 --> 01:42:58,320
I'm glad to read through the document
here. I can also

1096
01:42:56,800 --> 01:43:03,199
follow up with that with an answer to
that question if you'd like me to copy

1097
01:43:00,159 --> 01:43:09,239
and paste it into an email.
>> Well, I think the whole commission needs

1098
01:43:04,560 --> 01:43:09,239
to understand it, not just me.

1099
01:43:10,719 --> 01:43:16,400
I mean, I I kind of think that's a
prerequisite to approving the LOI

1100
01:43:14,400 --> 01:43:20,639
because that's one of the reasons why we
want to move ahead with the LOI is so we

1101
01:43:18,400 --> 01:43:24,800
can do our due diligence. At least
that's what was stated at the last

1102
01:43:22,159 --> 01:43:31,400
property meeting.
And I just think it's

1103
01:43:27,040 --> 01:43:31,400
it'd be good to put it in writing.

1104
01:43:33,280 --> 01:43:39,920
And I I also would like to see it
because I'd like to understand exactly

1105
01:43:36,480 --> 01:43:43,920
what due diligence you expect us to do.
I mean, I'm I'm not real sure what we're

1106
01:43:42,080 --> 01:43:47,920
going to do about the whole medical
error situation.

1107
01:43:46,080 --> 01:43:51,080
And maybe if we had a consultant, that
would help.

1108
01:43:59,280 --> 01:44:02,280
Um,

1109
01:44:02,320 --> 01:44:09,040
» I'm done.
>> Thank you, Mr. Surgeon. Uh, Commissioner

1110
01:44:06,320 --> 01:44:12,719
Felhower, um, do you have a question to
follow up?

1111
01:44:10,719 --> 01:44:18,080
Yeah, that that was my question too
because under due diligence it says the

1112
01:44:14,800 --> 01:44:23,600
seller parties shall shall provide, you
know, um an open door basically to all

1113
01:44:21,440 --> 01:44:27,360
of our records from Williamson Health,
but it doesn't go the other way. So, I'm

1114
01:44:25,520 --> 01:44:31,600
just curious where that is and that's
why I asked the question earlier. Could

1115
01:44:29,760 --> 01:44:37,679
you walk us through what the due
diligence steps will be and um how

1116
01:44:35,199 --> 01:44:43,719
that'll be reported to the commission
and what our involvement on the

1117
01:44:40,080 --> 01:44:43,719
commission will be.

1118
01:44:46,000 --> 01:44:54,480
So the process um in every transaction
between hospitals I participated in

1119
01:44:51,040 --> 01:44:58,960
included a written discovery uh between
both the buyer and the seller to the

1120
01:44:56,000 --> 01:45:05,440
opposing party uh on a range of issues
uh including in both directions risk

1121
01:45:01,360 --> 01:45:09,679
management quality um historical trends
uh items that are relevant to either

1122
01:45:07,040 --> 01:45:13,679
party in making a determination around
whether to move forward with the

1123
01:45:11,199 --> 01:45:17,760
transaction. Ultimately, today is not a
decision to move forward with the

1124
01:45:14,880 --> 01:45:21,360
transaction. It's a letter of intent to
help facilitate the exchange of

1125
01:45:19,280 --> 01:45:26,080
information.
>> So, yeah, because under due diligence,

1126
01:45:24,159 --> 01:45:31,360
what I'm seeing is it says the seller
parties shall provide Ascension St.

1127
01:45:28,719 --> 01:45:34,800
Thomas and its representatives with all
the information. It doesn't it doesn't

1128
01:45:33,199 --> 01:45:38,119
say the other way around. Unless I'm
missing something.

1129
01:45:40,239 --> 01:45:46,719
Did I am I missing it? Does it say
somewhere that it it goes both ways?

1130
01:45:44,560 --> 01:45:49,840
» I I I know it contemplates. I have not
said it. I have not memorized the

1131
01:45:48,159 --> 01:45:54,400
document. I can walk through it and send
to you information and copy the full

1132
01:45:51,520 --> 01:45:58,080
commission on the authorization that we
have to initiate due diligence.

1133
01:45:56,320 --> 01:46:02,639
» Well, I'm just wondering where it is
where it's written in the document.

1134
01:46:00,400 --> 01:46:10,600
» I'll under due diligence. It's only
>> I'll have to prepare some for you to

1135
01:46:07,040 --> 01:46:10,600
» Can we find it?

1136
01:46:12,880 --> 01:46:16,760
It's just the one paragraph.

1137
01:46:26,560 --> 01:46:34,520
If if I'm missing where it is, then just
tell me where it is because I'm not

1138
01:46:31,280 --> 01:46:34,520
seeing it.

1139
01:46:35,199 --> 01:46:41,760
Uh perhaps perhaps question may be to
ask uh Mr. Neil I know you've had

1140
01:46:39,600 --> 01:46:48,080
extensive transactions with public and
private hospitals. Um

1141
01:46:46,080 --> 01:46:52,000
obviously we are selling the county
would be selling an asset. The uh

1142
01:46:50,400 --> 01:46:56,159
purchaser would have to do a great
number of things. Prove it has the the

1143
01:46:53,840 --> 01:47:00,960
cash to do so. Uh they want to know the
assets that they're buying. Um, is it

1144
01:46:58,639 --> 01:47:08,159
typical in a transaction of this, in
your experience, to have uh an

1145
01:47:04,639 --> 01:47:12,880
explicitly stated due diligence uh item
from the seller to the buyer? Uh, or is

1146
01:47:10,880 --> 01:47:17,119
it something that is just routinely
performed in doing so? I I also don't

1147
01:47:15,360 --> 01:47:21,679
see anything in there that requires a
St. Thomas to prove that it has $700

1148
01:47:19,040 --> 01:47:24,719
million to buy this. But I would expect
that somewhere before we get to the

1149
01:47:23,040 --> 01:47:30,320
closing table and have them stand up and
say getting that we're going to feel

1150
01:47:28,159 --> 01:47:33,840
pretty sure that they have it. Uh maybe
walking through the the typical due

1151
01:47:31,840 --> 01:47:38,960
diligence steps that go on with our with
representing our county might be helpful

1152
01:47:36,560 --> 01:47:42,960
uh if not explicitly stated and and
perhaps an explanation if it's customary

1153
01:47:41,040 --> 01:47:46,800
or otherwise as to why we don't have
explicit statements.

1154
01:47:44,320 --> 01:47:53,760
» Uh it's it's customary. I do not think
that um from a perspective of fiduciary

1155
01:47:50,239 --> 01:47:58,000
duty of a hospital board or the county
that um from a fiduciary perspective

1156
01:47:56,159 --> 01:48:02,480
they they would be acting consistent
with their fiduciary duties without

1157
01:48:00,239 --> 01:48:08,320
without conducting reverse due diligence
with regard to an asset like this to a

1158
01:48:05,040 --> 01:48:15,199
potential buyer. And so certainly under
um state law with regard to uh fiduciary

1159
01:48:10,960 --> 01:48:20,080
duties um that is required. And um the
attorney general will also be reviewing

1160
01:48:17,840 --> 01:48:24,880
um the engagement between the parties uh
the information that is exchanged uh the

1161
01:48:22,639 --> 01:48:29,520
determination and the methodology that's
used in making a determination. And

1162
01:48:26,880 --> 01:48:33,040
without that reverse due diligence uh
the the transaction would not be able to

1163
01:48:31,600 --> 01:48:36,040
go forward at the attorney general
level.

1164
01:48:36,400 --> 01:48:46,960
Uh, next, Commissioner Todd.
>> Uh, so, um, you know, this is not any of

1165
01:48:43,600 --> 01:48:51,600
us first trip around uh, this issue.
And, uh, personally, just by stating,

1166
01:48:49,920 --> 01:48:58,480
well, I don't see it in there, but I'm
sure it's going to be okay is not okay

1167
01:48:54,320 --> 01:49:04,159
with me. Um, and and, uh, Commissioner
Felho is right. I don't I don't see it.

1168
01:49:00,960 --> 01:49:08,880
And so I don't know that uh personally I
want to rely on well of course it's

1169
01:49:05,760 --> 01:49:14,159
going to be okay uh in a decision of
this magnitude. Uh and frankly if

1170
01:49:12,480 --> 01:49:20,159
Ascension is evaluating whether
Williamson Health is an acceptable

1171
01:49:16,239 --> 01:49:26,000
investment for them uh Williamson County
should be equally empowered to make sure

1172
01:49:22,159 --> 01:49:31,600
that Ascension is an acceptable steward
of the health care system that has been

1173
01:49:28,320 --> 01:49:37,199
created to date. Um,
and that that just goes back to I think

1174
01:49:35,040 --> 01:49:43,920
for me, I can only speak for me, but
that goes back to uh just making sure

1175
01:49:41,040 --> 01:49:50,960
that we get this right because we can't
go back and do it. We can't go oops, did

1176
01:49:46,159 --> 01:49:54,159
it over. Uh and um and someone very
recently had told me you know when we

1177
01:49:52,800 --> 01:50:00,719
were talking about the weight of
decisions that we make uh he had said he

1178
01:49:57,520 --> 01:50:07,360
said um we have to measure the decisions
that we make based on the risk we are

1179
01:50:03,920 --> 01:50:14,960
willing to assume if we are wrong.
uh and that makes the decision that I

1180
01:50:11,440 --> 01:50:24,480
sit here and make um
um even more uh important and uh more

1181
01:50:19,119 --> 01:50:31,280
risky. So, uh I think I uh second or
agree with u Commissioner Felhower that

1182
01:50:28,159 --> 01:50:37,280
uh before I'm comfortable um signing an
LOI that doesn't have reverse due

1183
01:50:33,600 --> 01:50:43,600
diligence written in it. uh especially
given the conditions of why we're even

1184
01:50:40,080 --> 01:50:48,400
having this discussion. Um that would
make it really difficult for me to uh

1185
01:50:45,760 --> 01:50:54,480
sign off on regardless of how I feel
about the likelihood of a great deal.

1186
01:50:52,880 --> 01:51:00,880
» Thank you,
>> Mr. Chair. Exhibit 12

1187
01:50:59,440 --> 01:51:04,520
representations warranty some
postclosing recourse.

1188
01:51:10,480 --> 01:51:18,239
I can read that if you'd like.
Due diligence discoveries. uh if at any

1189
01:51:15,920 --> 01:51:22,320
time priority of closing ascension or
the seller parties identify any material

1190
01:51:20,080 --> 01:51:26,719
or potentially material excluded
liabilities including any actual or

1191
01:51:24,080 --> 01:51:33,159
alleged violation of applicable laws. Uh
so it does contemplate that both parties

1192
01:51:28,960 --> 01:51:33,159
would be engaged in diligence process.

1193
01:51:37,199 --> 01:51:47,760
Uh, Commissioner Felder,
>> can can we um suggest added language in

1194
01:51:44,000 --> 01:51:52,560
this um just under the due diligence? It
just says seller parties. Can we somehow

1195
01:51:50,639 --> 01:51:55,560
say that it's reciprocal? Just that one
sentence.

1196
01:51:55,920 --> 01:52:05,280
» This has been approved by uh Ascension,
I believe, and the hospital board. Uh so

1197
01:52:02,480 --> 01:52:11,599
this this would be something that was uh
receiving an up or down um or or delay

1198
01:52:09,280 --> 01:52:16,280
um in terms of approval or not. Uh the
LOI contemplates exchange of diligence.

1199
01:52:22,480 --> 01:52:27,520
Either my screen's gone blank or people
have withdrawn the questions that they

1200
01:52:25,199 --> 01:52:30,520
had.
Um,

1201
01:52:30,560 --> 01:52:38,080
if there are no further
questions on this matter, then I believe

1202
01:52:34,960 --> 01:52:41,119
we are ready to vote.
Uh, if you'll pull that up, uh, Mr.

1203
01:52:39,599 --> 01:52:44,080
Woodby,
uh, all those in favor of moving forward

1204
01:52:42,639 --> 01:52:49,199
with the yellow eye, signify by pressing
your yes button, uh, pressing no on your

1205
01:52:47,360 --> 01:52:54,320
no button. And I've somehow turned off
my machine, so hold on.

1206
01:52:52,480 --> 01:52:58,639
Um,
if you please go ahead and cast your

1207
01:52:55,760 --> 01:52:58,639
votes.

1208
01:53:02,880 --> 01:53:08,639
Uh, Commissioner Sturgeon waiting for
you. And we're waiting for me. My

1209
01:53:07,280 --> 01:53:15,360
» I vote no.
>> Okay. Uh, my machine is off. Uh, I vote

1210
01:53:12,080 --> 01:53:20,960
yes. Uh, any wish to change their vote,
please do so. Uh, please show the vote,

1211
01:53:17,679 --> 01:53:26,239
Mr. Whby. Uh, that is 19 yes, five no.
Commissioner Surgeon, you are marked no

1212
01:53:22,880 --> 01:53:30,040
and my oral voted yes. Uh we move
forward with the LOI.

1213
01:53:30,719 --> 01:53:38,560
Uh moving on to our next item of
business. Uh resolution 9-26-2.

1214
01:53:36,800 --> 01:53:43,599
Resolution approving the exception
provided by Tennessee code annotated

1215
01:53:40,639 --> 01:53:47,040
section 48-68-206B
concerning any sale of the assets of

1216
01:53:45,199 --> 01:53:54,280
Williamson County Hospital District DBA
Williamson Health Systems.

1217
01:53:49,280 --> 01:53:54,280
Uh I have a motion.

1218
01:53:57,360 --> 01:54:02,239
There we are. I have a motion from
Commissioner Vel, second from

1219
01:54:00,400 --> 01:54:07,280
Commissioner Sanford. Explanation,
please, Commissioner Lawrence.

1220
01:54:04,320 --> 01:54:11,119
» Okay,
this is a followup to a resolution that

1221
01:54:10,800 --> 01:54:14,560
we
>> passed last November.

1222
01:54:13,599 --> 01:54:18,639
those of you who are on the commission
and and for the benefit of those who

1223
01:54:15,840 --> 01:54:22,880
weren't in in the in the audience um
briefly

1224
01:54:20,719 --> 01:54:28,880
there was a provision in the state law
that precluded the county or any county

1225
01:54:26,400 --> 01:54:33,840
in Tennessee if they owned a hospital
and sold the hospital

1226
01:54:31,520 --> 01:54:39,760
from obtaining the proceeds from the
sale of that hospital. Uh the proceeds

1227
01:54:36,159 --> 01:54:44,560
would go essentially into a nonprofit
trust that would be overseen by an

1228
01:54:42,320 --> 01:54:50,000
unelected board
uh and could only be used for

1229
01:54:47,119 --> 01:54:56,719
healthcare. That was what the state law
allowed. So in practical terms in in

1230
01:54:54,560 --> 01:55:06,400
this transaction
um if for whatever we end up settling on

1231
01:55:00,480 --> 01:55:12,080
with the with the buyer of the hospital
the the money would go into a nonprofit

1232
01:55:09,119 --> 01:55:17,040
trust and not to this board and not be
able to be accessed by this board for

1233
01:55:14,800 --> 01:55:21,440
the benefit of the of the taxpayers of
Williamson County who actually own the

1234
01:55:18,880 --> 01:55:26,320
facility. So
last November, we passed a resolution

1235
01:55:24,159 --> 01:55:32,800
with a two-thirds majority asking our
state legislators to change the law.

1236
01:55:29,280 --> 01:55:41,760
They did. So they have allowed an
exception in the law that if the

1237
01:55:39,520 --> 01:55:47,199
sale price, not the proceeds, but I've
learned this in the last few days, but

1238
01:55:43,679 --> 01:55:53,440
the sale price exceeds $500 million,
which ina in this case from the proposal

1239
01:55:49,599 --> 01:56:00,000
of Ascension St. Thomas, it does
then the the proceeds will go to the

1240
01:55:58,400 --> 01:56:04,239
taxpayers of this county through this
body, their elected representatives. So,

1241
01:56:02,159 --> 01:56:09,840
we would have access to the funds and we
would be able to use the funds for the

1242
01:56:07,199 --> 01:56:14,639
benefit of the county taxpayers.
So, in order for us to take advantage of

1243
01:56:12,639 --> 01:56:18,320
that exception, we have to pass this
resolution by twothirds majority

1244
01:56:16,560 --> 01:56:23,040
tonight.
Thank you, Mr. Chairman. Good. Um, any

1245
01:56:20,480 --> 01:56:26,880
questions from the commission on that?
I'm seeing none, I believe then we are

1246
01:56:25,199 --> 01:56:32,360
ready to vote. All those in favor
signify by pressing your yes button, no,

1247
01:56:28,960 --> 01:56:32,360
your no button.

1248
01:56:32,800 --> 01:56:36,440
And Commissioner Sturgeon.

1249
01:56:39,040 --> 01:56:47,920
» I vote yes.
>> Very good. Uh, record the vote, please.

1250
01:56:44,719 --> 01:56:53,679
Looks like 24 yes, zero no. Motion
passes. Uh that concludes our business

1251
01:56:50,960 --> 01:56:57,040
uh for tonight. I appreciate everyone
being here. We'll uh Commission members

1252
01:56:55,520 --> 01:57:02,119
will be back here on Monday.
Commissioner Jones,

1253
01:56:58,080 --> 01:57:02,119
» just one thing, a little history

1254
01:57:05,040 --> 01:57:15,360
» in the morning discussing the hospital
and it was the night before 911, uh 910

1255
01:57:13,280 --> 01:57:18,360
2001. Chuck Eid sitting right over
there.