[0:26] One, two, three.

[3:53] Oh, it's right here. Yeah. Can you hear me? Hey, Barb, can you hear me? No, it's

[3:59] not.

[8:18] Is that like the sweetest thing?

[8:28] So all this tell

[8:43] her back on everybody here.

[8:48] » They'll start. Usually they're used to us

[8:59] microphone or >> Okay, hold on.

[9:20] We're good.

[9:42] » All right. Good evening. In the absence of a current chair, I

[9:48] hereby call this special session of the Williamson County Board of Commissioners

[9:51] to order. If everybody present, each commissioner

[9:55] can please press your present button. We'll call the role.

[10:02] The record reflects 23 commissioners present in person. Commissioner Barb

[10:07] Sturgeon is participating remotely and zero commissioners are absent. A quorum

[10:12] is present. Before proceeding with the agenda, the

[10:17] commission must elect a commissioner chair to preside over the special called

[10:21] meeting. Nominations are now open. >> Second

[10:27] » for Morton. >> Okay. I hear a motion for Commissioner

[10:31] Morton, by Commissioner Williams, and a second by Commissioner Torres. Are there

[10:36] any other nominations?

[10:40] Hearing none. Nominations are closed. Is there any objection to the election of

[10:45] Commissioner Morton by acclamation? Hearing no comm objection, Commissioner

[10:50] Morton is elected by acclamation to preside over this special called

[10:54] meeting. Commissioner Morton, please come up here and congratulations, sir.

[11:17] to get back to the seat. Honestly, you know where to start here?

[11:20] » Yep. >> 18.

[11:25] » 18. Okay. >> Yeah.

[11:30] Yeah. I'm minute 45, I think. Sorry, sir. Sorry. Thank you.

[11:34] » Yes, sir. crew.

[11:42] » Very good. Well, thank you all. Appreciate everyone being here tonight

[11:45] for this special session. Um, going down our agenda, uh, our next, uh, call is

[11:49] for our invocation and pledge to the flag. Uh, I've asked Mayor Marshall if

[11:53] he would be kind enough to lead us in the invocation.

[11:57] Please stand.

[12:04] love you. We just thank you, Lord. Thank you for this opportunity to serve.

[12:11] We thank you for the citizens of Williamson County and of the state of

[12:16] Tennessee and of the United States. We thank you, Lord, that you are a

[12:23] guiding force in this community. And we ask tonight as we gather in this

[12:29] chamber that your presence be known by the way we conduct ourselves

[12:36] and through the outcomes that you direct.

[12:40] We pray Lord that you would also be with uh Commissioner Sturgeon as she is

[12:46] continuing to battle for her health and we pray good outcome and that she return

[12:54] to these chambers in her rightful seat soon.

[12:58] Lord, we just thank you for this opportunity to be here tonight.

[13:02] In Jesus precious name we pray. Amen. >> And if Commissioner Bill Petty would

[13:08] lead us in the pledge. I pledge algiance to the flag of the

[13:13] United States of America and to the republic for which it stands. One nation

[13:18] under God, indivisible, with liberty and justice for all.

[13:32] » Uh our next item uh on the agenda is citizens communication. Um, our rules

[13:36] allow for 30 minutes of citizen communication, three minutes per

[13:39] speaker. I believe we have 18 speakers signed up. Uh, by my math, I think

[13:44] that's about a minute 45ish. >> Close enough.

[13:48] » Close enough. So, each speaker will be allotted 1 minute 45 seconds. When I

[13:52] call your name, if you would please uh step up uh state your name and also the

[13:56] city in which you reside.

[14:01] Uh, our first speaker is Miss Janet Curtis.

[14:16] Janet Curtis, Franklin, Tennessee. Good evening, commissioners and mayor. Thank

[14:21] you for your service to Williamson County. The decision before you on

[14:24] Williamson Health is one of the most controversial this board will make. It

[14:29] deserves deliberate judgment, not haste. I stand here as a citizen whose life was

[14:34] saved twice by the physicians and staff of Ascension St. Thomas after sudden

[14:38] antaphylactic reactions. I hold no one at fault. I am not here to stop the

[14:44] sale. I am here as a concerned resident asking you to exercise prudence. A

[14:49] recent tragedy has rightly triggered a full investigation. Until that

[14:53] investigation is complete and its findings are known, moving forward is

[14:56] premature. Williamson County already carries more than1 million do1 billion

[15:01] dollars in debt. We cannot we cannot afford to carry uh to be responsible and

[15:08] absorb potential res residual liability if substantial claims follow. Critical

[15:14] questions remain unanswered. Do we know what the net proceeds are that the

[15:18] county will receive? Who will ultimate ultimately have control over the funds

[15:22] and how will that money be dispersed? Why is a carefully structured lease not

[15:27] considered as an intim step? Why must a decision be made tonight when there is

[15:32] still so much information needed? These are not pro procedural details. They go

[15:37] to the heart of your fiduciary duty to protect both local health care and the

[15:42] county's long-term financial stability. If the answers exist, share them with

[15:46] the public now. If they do not, the responsible course is clear. defer the

[15:51] vote until the investigation is complete and the facts are fully known. I urge

[15:55] you to slow down, demand complete information, transparency, and place

[15:59] thorough due diligence above momentum. The residents of Williamson County are

[16:04] counting on it. Thank you.

[16:09] » Uh, our second signup speaker is Carrie Scott.

[16:15] » Those on the commission, thank you for having me. I want to address

[16:20] specifically commissioners Herbert, Webb, and Williams. Thank you for your

[16:25] service on this commission as well as on the hospital board. But I respectfully

[16:30] ask you three, please recuse yourself from any and all vote voting regarding

[16:38] hospital issues. Thank you very much.

[16:43] Our third speaker, Mr. Todd Castner.

[16:48] Good evening. I'm in from Franklin, Tennessee. First, let me say that I've

[16:53] not had any discussions with either of the biders in in this transaction. I

[16:57] have had a 41-year career in health care, public company healthc care,

[17:00] serving as executive VP corporate development and president of two

[17:04] operating divisions at Brookdale Senior Living based in Brentwood. I worry that

[17:09] the health board has made a decision partly based on a perceived cultural fit

[17:13] of a notfor-profit status of Ascension Hospital. One of my most significant

[17:17] mentors was Dr. Thomas F. Fris senior who passed away in 1998. Dr. Fris, Jack

[17:23] Massie, and Dr. Fris Jr. started HCA, which reinvented health care in the

[17:28] United States and caused Nashville to become the mecca for health care in our

[17:31] nation. He once said to me, Todd, there is no such thing as a notfor-profit

[17:36] hospital. There are non-taxed hospitals and there are taxed hospitals, but

[17:39] there's no such thing as a not for-profit hospital. He was right, and

[17:42] he remains so. If you do choose Ascension, you're giving up significant

[17:46] property tax revenue to the county forever.

[17:50] This is one of the most valuable commercial properties in the county. You

[17:53] don't know the valuation 10 years out, much less 30 or 50 years out. The

[17:57] difference in property tax revenue 30 to 50 years from now with reasonable

[18:01] depreciation could easily be another 300 to$500 million.

[18:06] Our county has a debt crisis. We need sound financial management for the

[18:09] taxpayers. Our debt is about 1.2 billion. That's $4,000 per capita. It's

[18:15] a little bit more than that actually. That's 15 times the debt that the state

[18:18] carries on a per capita basis. It's unbelievable.

[18:21] » 15 seconds. >> Choosing a buyer that will place the

[18:23] hospital into a property tax exempt status forever in the face of our

[18:26] challenges is just really fiscally irresponsible. So, I'd ask you to really

[18:30] rethink that. Thank you. >> Thank you.

[18:34] » Uh our next speaker, uh Mr. Oscar Mendes.

[18:43] Good evening. Oscar Mendes Brenwood. I've been a neurologist in Williams

[18:47] Medical Center for now 17 years. I came here as a joint venture between

[18:52] Ascension Health System and uh Williamson Medical and the purpose of my

[18:58] coming here was to expand the neurology service in our county and provide the

[19:02] best care we can not only in the inpatient but also in the outpatient

[19:05] setting. uh for the last 15 se 17 years now I have received support uh from both

[19:12] Ascension Health uh as well as Williamson. In 2020 2024 Williamson

[19:18] asked me to join them as Williamson Medical Group in order to continue that

[19:22] expansion. I was surprised when I discussed with Ascension Health uh my

[19:27] decision and they gratefully um decided to wave my non-compete. They they saw

[19:33] that there was a need for neur neurology care in our community and that tell told

[19:38] me that uh that made significant they not only helped me when I was working

[19:42] for them but also helped me in our community as part of being a citizen of

[19:47] Williamson Medical Center at the end what we care is giving the best care we

[19:50] can provide and I feel comfortable telling you telling the the

[19:54] commissioners and the county that I trust that they are an excellent partner

[20:00] not only to my practice but to my community where I live. Uh thank you

[20:03] very much. >> Thank you.

[20:07] » Uh our next speaker, uh Mr. Scott Lawrence.

[20:19] » Good evening, commissioners. My name is Scott Lawrence and I've been a resident

[20:22] of Franklin for the past 20 years. I work in the health insurance industry

[20:27] and have spent nearly 36 years in various healthcare roles. While living

[20:31] in Williamson County, I have been a patient of Williamson Health many times,

[20:35] and I've personally experienced the excellent care it provides. I'm grateful

[20:39] to have such a strong healthc care resource in our community.

[20:43] Because the issue of Williamson Health's future is important to me, both

[20:46] professionally and personally, I've followed the discussions about its

[20:50] potential sale very closely. I believe that to continue meeting the needs of

[20:55] our rapidly growing county, Williamson Health will benefit from the resources

[20:59] and support that come as part of a larger health system. I've also received

[21:05] excellent care at Ascension St. Thomas when services I needed were not locally

[21:10] available. Ascension's ability to expand and improve specialty services in our

[21:15] county will keep more patients close to home. For these reasons, I respectfully

[21:20] encourage you to approve the letter of intent and help better position

[21:24] Williamson Health for long-term success. Thank you.

[21:28] Uh our next speaker, uh Shannon Jennings,

[21:42] I am Shana Jennings. I live in Fateville. Um, I am the hospitalist

[21:47] program manager at Williamson Health, which means I'm a part of the team that

[21:51] helps organize, coordinate, and continually improve the inpatient care

[21:56] at Williamson Medical Center. Prior to joining Williamson, I held a different

[22:00] role at Ascension St. Thomas for many years. I loved my time with Ascension

[22:06] St. Thomas. I learned a tremendous amount about not only ho how hospital

[22:11] operations but also patient safety and quality initiatives. I've seen firsthand

[22:17] how deeply Ascension St. Thomas leadership cares for its patients and

[22:22] visitors and also how it supports its employees and medical staff.

[22:28] I wholeheartedly support the decision to sell Williamson Health to Ascension St.

[22:33] Thomas. the culture, the mission, the um

[22:41] promise to take care of patients are so similar. It just makes sense. Thank you.

[22:49] » Thank you. >> Uh next, Dr. Julia Gomez.

[23:05] Good evening, commissioners. My name is Dr. Julia Gomez. I'm a family practice

[23:10] doctor practicing here in Williamson County with Ascension St. Thomas. And

[23:14] I'm speaking tonight in support of approving the letter of intent with

[23:18] Ascension. I came to Nashville in 2009, recruited

[23:22] by HCA to start my primary care practice. And after 15 years, in 2024, I

[23:30] transitioned my practice to Ascension St. Thomas here in Brentwood in

[23:34] Williamson County where I have been welcomed with immense support and

[23:39] respect across the entire Ascension organization. These last years, these

[23:45] last two years have really opened my eyes to how high quality primary care

[23:51] combined with the strong values of the Ascension Ministry provides the best

[23:56] care for our patient population. I want to commend the leadership of

[24:00] Williamson Health for working to secure our community's health care. Many of our

[24:05] patients have experienced the excellent experience the excellent care provided

[24:09] by the specialists at Williamson Health as well as the emergency room acute care

[24:13] services. My passion for primary care is exactly what Ascension St. Thomas is

[24:19] prioritizing and is what Williamson Health will continue to expand upon in

[24:25] their mission of providing primary care access for our growing community. This

[24:30] partnership will help keep highquality community focused health care close to

[24:35] our home and meet our community's growing health needs.

[24:40] » I urge you to support this letter of intent. Thank you. Thank you.

[24:45] » Next speaker, uh, Amid Kwani.

[24:54] Good evening. Attit Kaswani, interventional cardiologist, District 1

[24:58] from Spring Hill. Uh I'm here to talk on behalf of Williamson County as a

[25:03] resident of District 1, a volunteer little league baseball coach in Bethesda

[25:07] currently and a family that's actively involved in Williamson County schools.

[25:11] My family has lived in Williamson County for 11 years. We deeply care about this

[25:14] community. I've had the privilege of working for different healthcare

[25:18] environments here and for the last four years I've worked at Williamson Health

[25:22] as a part of St. Thomas. For the last um four years I've also served as the chair

[25:27] of our primary heart attack center which is now an accredited chest pain center.

[25:33] While I do work for Ascension, I consider myself a Williamson Health

[25:37] doctor first. This is my community. This experience has given me firsthand

[25:42] understanding of what it takes to build and sustain a highquality cardiovascular

[25:46] care system in a community hospital. I believe that Ascension is well aligned

[25:52] with that mission and aligns with Williamson Health to provide an

[25:55] opportunity to expand Williamson Health's clinical depth. In today's

[25:59] healthcare landscape, scale matters for payer relationships, physician

[26:04] recruitment, and retaining nurses and staffs with competitive wages. This

[26:10] isn't about choosing one health care system over another. It's about choosing

[26:13] the partnership with gives Williamson Health the best opportunity to grow,

[26:18] remain sustainable, and provide the highest level of care for the people of

[26:22] Williamson County. I firmly believe that Ascension is that partner, and I

[26:27] respectfully ask for you to let this partnership move forward.

[26:31] Thank you. Next, Dr. Andy Russell.

[26:45] Good evening, commissioners. Andy Russell from Franklin. Um, I've been an

[26:48] ER doctor here at Williamson Health for the last 22 plus years. And for the last

[26:52] eight years, I've also had the honor of serving as the chief medical officer at

[26:55] the hospital. Throughout the years, I've had a chance to better understand the

[26:59] complexities and the challenge that are facing the the healthcare industry. When

[27:03] I put my ER doctor hat on, I work side by side with Ascension doctors almost

[27:07] every shift. Uh, I've witnessed firsthand the outstanding care that they

[27:10] provide to their patients, our patients, um, every time they come to the ER. When

[27:15] I put my CMO hat on, I work with Ascension leadership and their executive

[27:19] team as we've built out neurology, cardiology, and other service lines.

[27:23] They consistently focus on maintaining the highest safety and quality

[27:26] standards. And they also are focused on making sure the patients have the best

[27:29] overall healthcare experience. They've been collaborative, supportive, and

[27:33] encouraging, not just to my doctors on staff, but also to all Williamson Health

[27:37] employees. As such, I fully support the board of trustees decision to sell to

[27:41] Ascension St. Thomas. I ask that you please vote yes to approve this

[27:44] non-binding letter of intent so we can continue discussions that are imperative

[27:48] so imperative that we can continue to provide the compassionate, highquality

[27:53] care that everyone in our community in and around Williamson County deserves.

[27:57] Thank you. >> Our next speaker, Mr. Mike Ryan.

[28:05] » Mike Ryan. Franklin, I was here before when this started and expressed concerns

[28:12] about where the money from the sale will go. We're told the Williamson County

[28:17] Medical Center is bleeding money, but what we aren't hearing in that sentence

[28:21] is that it's bleeding taxpayer money. And yet word is that the sale money will

[28:26] go into a trust and not pay down the taxpayer debt, which the first speaker

[28:31] mentioned was over a billion bucks. To me, that's unacceptable.

[28:36] In addition, now recently in the last several weeks, uh we've learned that

[28:42] Ascension is in immediate jeopardy of losing their ability to take care of

[28:48] Medicare patients. said another way, they are facing Medicare termination

[28:53] after several medication errors. As the new owner, my question is, will the

[28:59] Medicare termination filter down to our medical center and its patients? This

[29:06] process is proceeding at warp speed. Why must it be completed by December 31st?

[29:12] Why is that the deadline for this? So, I strongly urge you to slow down and

[29:18] carefully consider all the facts surrounding this sale. Thank you.

[29:24] Our next speaker, uh, Emily Bacon.

[29:42] Good evening. My name is Emily Bacon. I am the lead MRI tech at Williamson. I

[29:47] spent the majority of the beginning of my career with HCA and the last four

[29:51] years I've been between Williamson and St. Thomas. Um my current leadership

[29:56] role at Williamson has by far been my favorite, but my time at St. Thomas was

[30:00] a very close second. The leadership philos philosophies at Ascension St.

[30:04] Thomas are very similar to the ones at Williamson, and I credit my time with

[30:08] Ascension for helping develop and prepare me for the role I'm in today. Uh

[30:14] because I've worked at both places, I have no doubt that Ascension St. Thomas

[30:17] is the best fit for Williamson and the Williamson County community when it

[30:21] comes to culture and mission. I support the decision that the board of trustees

[30:26] has made and I hope you will too.

[30:30] » Next speaker, uh Miss Lisa Hayes.

[30:40] » Good evening, commissioners. Thank you for your time. Congratulations to all.

[30:44] Wishing you the best. Um, even though um my name is Lisa Hayes, former county

[30:49] commissioner in district 1, I uh even though my term has ended, I'm still a

[30:54] very interested resident and taxpayer of Williamson County. Uh this is, as we all

[30:59] know, or some may not know, one of the this is the largest transaction we will

[31:03] ever um encounter in this county. Uh it's a very important transaction. So,

[31:07] fiduciary responsibilities are key. Period. Um, I've heard mentioned we have

[31:13] 1.12 billion in debt. If you don't know and you're new, get to know really quick

[31:17] because you need to be mindful of spending. This is a huge transaction,

[31:22] not just from a financial standpoint, but we have wonderful county residents

[31:26] who use this hospital as well as employees that need to be this is a very

[31:30] thoughtful process that should take place. And as I've seen said, uh,

[31:34] culture is not created in an afternoon or born in a moment. Someone, uh, grabs

[31:39] the wrong vial. Organizational culture develops over time through what people

[31:43] repeatedly do or what they are, uh, not corrected and they do wrong. Um, I have

[31:49] a background in medical device as well as hospital services. Um, I understand

[31:54] better than anybody being a human resource person how this can impact your

[31:57] reputation as a company. We have a beautiful hospital with a great

[32:00] reputation. I think what does it hurt to just slow our roll? Don't be so in a

[32:07] hurry. Make sure we do a mindful job and respect all of our taxpayers in this

[32:11] room. And thank you and for your service. Have a good night.

[32:15] » Our next speaker, uh, Luis Pero.

[32:23] » Good evening, commissioners. Thank you for your service. My name is Luis Perodi

[32:27] and I'm a resident of Brenwood and I've been living in Williamson County for the

[32:31] last 16 years. I am speaking tonight in a strong support of approving the letter

[32:35] of intent with Ascension St. Thomas. I I'm a banker. I've been in community and

[32:40] economic development for the last 25 years and I also serve uh on the board

[32:45] of Ascension St. Thomas. The leaders at Williamson Hill conducted a year-long

[32:50] strategic study to secure our community's healthc care's future. They

[32:55] unanimously selected Ascension St. Thomas because they trusted their

[32:59] ability to carry forward the mission Williamson Hill has built over

[33:03] generations. And a good example of that is when I was

[33:07] approached by the mayor of Fairview asking uh for an introduction to the

[33:11] president of Ascension St. Thomas, I helped to facilitate that. And thanks to

[33:15] that and many other efforts, we were able to get a a hair care facility in

[33:19] Fairview, which was so needed. As St. Thomas is supporting our community grow

[33:25] with 270 million in local healthc care investments over the next 10 years

[33:31] alongside the purchase of the hospital. This partnership between Willson Health

[33:36] and Ascension St. Thomas will secure the long-term sustainability of healthcare

[33:40] in our community and I urge you to approve the letter of intent. Thank you.

[33:45] Our next speaker, uh, Jared Slater.

[33:55] » Uh, good evening and thank you, uh, for your time tonight. Uh, my name is Dr.

[33:59] Jared Slater. I am a general, robotic, and breast surgeon with Williamson

[34:02] Health uh, Medical Group. I joined Williamson Health in 2023 after

[34:07] practicing at the University of Florida and Mayo Clinic in Minnesota. My family

[34:11] and I chose to relocate here, not only because we fell in love with this

[34:15] county, but because I wanted to practice in an independent nonprofit community

[34:19] hospital where I could focus on taking care of my patients. To quote William

[34:23] Mayo, the best interest of the patient is the only interest to be considered.

[34:28] Uh I felt that Williamson Health really honored that. So when I learned about a

[34:32] potential sale of the hospital uh that was being considered, it became very

[34:36] personal for me and my family. We were genuinely concerned about what this

[34:39] could mean for my practice, for my ability to care for my patients the way

[34:43] I believe is best and even whether Williamson County could continue to be

[34:47] our home. We prayed a great deal about this outcome, knowing we might have some

[34:52] difficult decisions ahead. When I learned that the board had selected

[34:55] Ascension St. Thomas, another nonprofit health system with a strong commitment

[34:59] to quality and compassionate care, I felt an enormous sense of relief. To my

[35:03] family, it was a true answered prayer. I believe this gives us the opportunity to

[35:08] preserve what is special about Williamson Health while positioning us

[35:12] uh for a strong future. I fully support the board's decision and I respectfully

[35:16] ask you to approve the letter of intent so we can move forward with the due

[35:19] diligence process. Thank you. >> Our next speaker, Kelly Barnes.

[35:29] » Hi, my name is Kelly Barnes. I'm a resident of Nolanville, Tennessee. I'm a

[35:32] pediatric nurse at the Monroe Carroll Junior Children's Hospital, Vanderbilt

[35:36] at Williamson Medical Center. I've been with Williamson for seven years now. My

[35:40] nursing career began over 20 years ago though at um Ascension St. Thomas West

[35:45] where I loved the uh mission, vision, and values. Um upon graduation, I was

[35:51] offered a position there, but ultimately declined as my heart's always been with

[35:55] pediatrics and they did not offer pediatric services. So, when I heard

[35:58] that Williamson, the Williamson Health Ward was considering selling to

[36:02] Ascension St. Thomas, I've been very excited about bringing both worlds

[36:07] together um to expand and elevate pediatric services for our community.

[36:11] It's a very exciting thought for me as a pediatric nurse, as a mother, um and for

[36:16] our hospital as well as our community. And I thank you for considering the

[36:19] possibility that will allow this partnership to continue. Thank you.

[36:23] Our >> next speaker, Michael Wallace.

[36:39] Good evening, commissioners. Michael Wallace. Um, currently the EMS chief for

[36:45] Williamson Health and of course Williamson County. My wife and I lived

[36:50] in here in Franklin. We moved here in 1994. And one of the things that really

[36:55] struck us when when we moved here is of course the incredible community, but

[37:00] also the incredible health care system that we have here. And in particular,

[37:04] I'm very passionate about the incredible EMS system that we have, your EMS

[37:09] system. And I just want to highlight um as you all know the strength the

[37:15] incredible uh abilities that we have in our county EMS system which is fully

[37:23] integrated into our health care system. Williamson Health has managed the EMS

[37:29] operations for this body for the last 55 years. And it's that integration and

[37:35] that special relationship that we have that has given us a truly remarkable EMS

[37:41] system that is nationally recognized. And it's just astounding what we're able

[37:47] to accomplish here. And it's it's really in no small part because of this

[37:50] incredible health care system that we have here and and the integration of the

[37:54] EMS system and the support that we get from you all and the community at large.

[38:00] So I'm grateful to all of you for that. I just want you all to hear me say that

[38:04] I'm fully in support of us ex opening up this letter of intent. To me, that

[38:10] actually is the next step in slowing down the process. We cannot fully

[38:15] understand what the next steps are and the possibilities are until the letter

[38:19] of intent is is approved. So, I'm I'm grateful for your time. Thank you.

[38:26] Our next speaker, uh, Casey Chillette Lipkcom.

[38:42] Hello, I'm Dr. Casey Chalet Lipkcom. I am speaking today as chief medical

[38:47] officer of Tennessee Oncology. I'm also a daughter of Williamson County,

[38:51] graduate of Brentwood Schools, and a member of the Holy Family Catholic

[38:54] Church. I care deeply about this community. Um, Tennessee Oncology is one

[39:00] of the largest community-based oncology practices in the country, and we are

[39:04] based right here in Middle Tennessee. Um, we have been deeply committed to

[39:08] this community for over two and a half decades with over six sites of service

[39:13] across Williamson County. We are long-standing partners of both

[39:17] Williamson Health as well as Ascension Tus.

[39:21] We offer services to patients across medical oncology, radiation oncology,

[39:27] ser surgical service lines, and gynecologic service lines. I am speaking

[39:31] today in strong support of approving the LOI with Ascension St. Thomas. They have

[39:36] the clinical expertise and ability to expand access to specialty care within

[39:40] Williamson County. My practice's motto is that we want to bring cutting edge

[39:45] cancer care closer to home. And that's what we've done with our partnerships

[39:49] with Williamson Health and Ascension. We are proud of those relationships. We are

[39:54] proud that we can treat patients where they live. I

[39:59] implore you to support the LOI. Thank you.

[40:01] » Thank you. Our next speaker, Lynn Smith.

[40:14] Hello, my name is Lynn Smith and I live in Arrington, Tennessee. I'm here to

[40:18] speak about my concerns in light of the recent incident with Ascension regarding

[40:22] the sale of Williamson and how it'll impact us as residents.

[40:26] I have personally come to rely on Williamson Medical over the last 15

[40:30] years using their ER delivering my first child there and now I am currently

[40:35] undergoing breast cancer treatment through Williamson Health. My phenomenal

[40:40] medical team caught my cancer early and I give them all the credit for saving my

[40:44] life. Throughout every step of this unexpected journey, they have been

[40:48] treating me with care, compassion, and efficiency, ensuring that I'm seen

[40:53] quickly in order to fight this the best that I can. Later this month, I will be

[40:58] having a second surgery related to this cancer at Williamson Medical. During my

[41:03] consultation last week, I asked very specific questions in light of the

[41:07] incident. And while my surgeon was able to put me at ease, I want to make sure

[41:11] that we continue to see this kind of care moving forward and that the safety

[41:15] protocols are clear and that in the future we will able be able to

[41:22] count on the hospital to have the same level of service that we have always

[41:25] had. As a community, we deserve to know that when this sale occurs that we will

[41:30] have the care and safety and not inherit more debt. I'm simply asking you to slow

[41:36] down, allow time for the investigation to be complete, and to consider that

[41:41] it's not just culture, but it's our safety and our lives at risk. Thank you.

[41:48] Uh, and our final signup speaker, uh, Patty Walton.

[42:00] » Good evening. I'm Patty Walton from Franklin, Tennessee. I'm the associate

[42:03] administrator for operations and have worked at Williamson for 36 years. I'll

[42:08] be the first to admit when the Williamson County Board of Trustees or

[42:12] when Williamson Health Board of Trustees announced back in 2025 that they were

[42:17] exploring all avenues forward for Williamson Health, including a change of

[42:22] ownership. I cried. I love this hospital. I have poured my heart and

[42:27] soul into working here and I'm profoundly proud of what we've done at

[42:32] Williamson Health. I like the board of trustees vulnerable shared that they

[42:38] prefer to remain an independent health system because most of you know and

[42:43] agree that Williamson Health is a special place and it's a special place

[42:47] because of our people from our employees to our medical staff to our leadership

[42:52] team and our board of trustees. Williamson Health is full of people who

[42:59] are profoundly privileged and share a common goal of caring for our families,

[43:06] our communities, our neighbors, and um our our friends. So, when people in the

[43:14] community say they don't want to lose our hospital, they're not talking about

[43:17] bricks and mortar, the great equipment we have, or even the services we

[43:21] provide. They're talking about our people. people, our culture, and our

[43:25] mission of caring for this community. >> Uh once St. Thomas was um named as the

[43:32] partner, I could get on board with that because I feel like they have this they

[43:37] are missiondriven and they're community focused and I think that they're the

[43:41] best partner for Williamson Health moving forward. Thank you.

[43:49] » Uh that concludes our citizens communication. Uh we will then move on

[43:52] to new business. We have two items uh two resolutions on the agenda. Uh first

[43:58] item, resolution 9-26-01, resolution authorizing the Williams

[44:03] County Mayor to execute a non-binding letter of intent on behalf of Williamson

[44:07] County for sale of the assets of Williamson County Hospital District DBA

[44:11] Williamson Health System to Ascension St. Thomas. Explanation Commissioner

[44:16] Webb.

[44:28] almost

[44:32] » technology. There we go. All right. Thank you, Mr. Chair. We've talked about

[44:38] this. Now, I just want to say this resolution is before you. It is a

[44:42] non-binding letter of intent. You've heard that. And then it we've heard this

[44:47] at property committee just and budget just this week. It goes through the end

[44:51] of the year and then there are two 30-day extensions available. This

[44:55] process will allow us, the Williamson Health Board and our adviserss to go

[45:01] through and look at different aspects of the St. Thomas Ascension business model

[45:06] as well as them to look at us to see if this is a good fit. The board, as we've

[45:11] heard, voted unanimously in favor of this after two years of careful

[45:16] consideration, including options. What could we do to keep the hospital open?

[45:22] There are many nights of tears and heated discussion about how to go about

[45:30] this. So, it's not taken lightly. two years of discussion, reviewing the

[45:36] data, reviewing the future of the healthc care business is something that

[45:40] we, the board of the trustees, invested heavily in.

[45:45] I want to know, Mr. Chair, that as a member of this body, I was appointed to

[45:50] serve on that board to represent the Williamson County Commission on that

[45:53] body. And I feel like I and our other county commissioners have fulfilled that

[45:57] duty by bringing forth what we think would be in best interest for the entire

[46:01] county as representatives of this body upon that board. We present this here to

[46:07] you tonight. I'm sure we have other people on our system. I haven't looked

[46:11] in the audience that can address questions that the commissioner have.

[46:14] And so I urge you to vote for approval to go forward with this non-binding

[46:19] letter of intent.

[46:23] Uh just as the regular reflex, I failed to uh note that we had a motion by

[46:26] Commissioner Sanford and a second by Commissioner Williams. Um pardon me.

[46:31] » Did you want to go? >> Yes. Um before we begin, uh questions.

[46:36] Uh I believe Commissioner Torres, uh needs to make an announcement regarding

[46:40] his position. >> Yep. Thank you, Mr. Chair. Uh because I

[46:43] am an employee of Health Trust and affiliate of HCA Healthcare, it is

[46:47] possible that I have an indirect conflict of interest in the proposed

[46:50] sale of Williamson Health. Out of an abundance of caution, pursuant to

[46:53] Tennessee code annotated 12-4-101 and the Williamson County Code of

[46:58] Ethics, I am disclosing this possible conflict of interest. I declare that my

[47:03] argument and my vote answer only to my conscience and to my obligation to my

[47:07] constituents and the citizens which this body represents. Thank you, Mr. Chair.

[47:12] » Thank you. Uh moving on to commissioners. Uh

[47:17] Commissioner Lawrence. >> Thank you, Mr. Chair.

[47:20] I would like to move that we defer this vote tonight.

[47:29] » Uh our November meeting, November 9th.

[47:35] » We have a motion uh from Commissioner Lawrence.

[47:40] Do I have a second? >> Second.

[47:44] » I have a second from Commissioner Torres. Was it

[47:48] a motion to second? Um, would anyone like to speak with regard to the motion?

[47:53] I've got uh Commissioner Felhower. Do you wish to speak to the motion?

[47:59] » Oh, >> Commissioner Lawrence, please. Thank

[48:02] you. >> First of all, I want to welcome all the

[48:05] nine new commissioners here tonight. Welcome to the commission and also

[48:09] congratulate all my fellow commissioners on winning their recent elections. And

[48:14] thank you to everyone for coming out tonight uh to speak to this very

[48:17] important subject. Uh it's rare to get this many people here and rare to have

[48:22] this many speakers which which speaks to the gravity of this decision that we

[48:27] have before us. There's very few issues that I have been a part of on

[48:34] this commission where I've gotten more emails about uh a subject than this one.

[48:39] And that's really why I'm bringing this deferral tonight because I went through

[48:44] my emails uh this morning. I sent I have an

[48:49] extensive list of constituents that I send emails to on a regular basis. I

[48:54] sent out an email last week to over 500 of my constituents asking them their

[49:00] opinion on this subject. Overwhelmingly, my constituents are asking me and and

[49:08] this board to defer this vote tonight. Then I went back through all of the

[49:14] emails that came into the regular commission group email that comes to all

[49:18] of us, which you all get. And if you went through those like I did, you found

[49:23] that overwhelmingly again um our constituents are asking us to defer this

[49:28] vote tonight.

[49:32] There is quite a few things at that have changed

[49:36] since July 6 when the board brought this resolution to us to or the proposal for

[49:42] a resolution to sell the hospital and it's undeniable that Ascension is is

[49:49] under a cloud right now. um there and what's called immediate jeopardy as one

[49:54] um as one of the our speakers tonight talked about

[49:58] and that that has not been resolved and one of the troubling things about that

[50:03] is it's been three weeks and it still hasn't been resolved.

[50:07] So that's one of the things that my constituents are concerned about and

[50:14] all of our constituents are as they have noted in the emails that they have sent

[50:19] to us. There's also a number of questions that myself and others of us

[50:25] on this commission have asked that we don't have answers to yet and we would

[50:29] like to get those answers before we make this decision. As as uh former

[50:34] Commissioner Hayes pointed out, this is the largest financial transaction that

[50:39] you will ever vote on as a member of this commission. It's the largest

[50:44] financial transaction in Williamson County history.

[50:47] And this decision does not need to be rushed. We need to take our time and

[50:53] make sure we get this right. And I want to be clear what a deferral does not

[50:58] mean. A deferral does not mean for all of you who here to support ascension, it

[51:03] doesn't mean that we're not going to move ahead with ascension

[51:06] at some point. It doesn't mean that we're not in support of selling at the

[51:12] hospital. Uh the hospital board came to us in July and they laid out very well

[51:17] why the current model will not work going forward. It's just not a good

[51:22] business model to have the hospital have to come to this board and borrow money

[51:28] from taxpayers to get capital. That's just not a sustainable business model.

[51:33] So, we have to look at other options. And we have a great operator who's had a

[51:38] great reputation for many years that has proposed as well as as HCA has has um

[51:46] made us an offer a very generous offer to purchase the hospital.

[51:52] So, and we're and we're grateful for that.

[51:55] So for all of you maybe board of executives of Ascension

[52:00] who may be listening tonight or here in the meeting room tonight, I just want to

[52:04] point out that if we vote for this deferral,

[52:08] it's the the the reason that we are voting for it is because the people that

[52:12] put us in these chairs have asked us to push the pause button on this decision

[52:18] for now. And it doesn't mean that we're not going to move forward. It just means

[52:22] we're going to push the pause button tonight. Thank you, Mr. Chair.

[52:26] » Thank you. Um, I think it would be helpful since we've had some questions

[52:31] about uh and now have a question about deferring the action on the letter of

[52:34] intent uh to have Jesse Neil perhaps come up and address some of the

[52:39] questions that have been raised. What is in the letter of intent? perhaps some of

[52:42] the issues that are being being raised as to what deferral may or may not mean

[52:46] with regard to the letter.

[52:59] » Thank you, chairman. Thank you, commissioner. As always, it's it's good

[53:02] to see you and continue to appreciate your deep engagement, leadership, and

[53:09] involvement. the questions that we've received, continue to receive, you're

[53:13] clearly taking uh this process uh very seriously and it is improved and

[53:19] enhanced uh because of that engagement. And so I want to say again how much I

[53:23] appreciate and I'm sure the the community appreciates the leadership and

[53:28] um the support that you have shown and it really is truly an an honor uh and a

[53:34] privilege on the part of me and my firm to help support you uh in the journey to

[53:38] determine what is the best next step uh for the for Williamson County uh and the

[53:45] community uh as a whole. As you as you noted tonight on the agenda are two

[53:50] primary items. whether to move forward with a non-binding letter of intent and

[53:54] then two uh whether the county is going to move forward and maximize its

[54:00] flexibility with regard to the proceeds of such a

[54:04] transaction if down the road when given the opportunity

[54:09] there is an opportunity to move forward with the transaction. That is not today.

[54:13] Today today is not a decision about moving forward with the transaction.

[54:20] today on a non-binding LOI. The choice is moving forward with a

[54:25] process that is specifically designed to enhance, improve, widen, deepen the

[54:33] exchange of information between two parties that have been discussing a

[54:39] proposal for some time. And I'm glad to talk more about that and answer any

[54:44] questions you have. I I plan to walk through at a very high level uh what is

[54:50] in the LOI uh as a refresher. It's been public for some time, but I do wanted to

[54:55] highlight a few uh provisions uh in addition to what in my experience as a

[55:01] lawyer who who works directly with hospital systems and counties, what is

[55:06] an LOI? What's the purpose of it? uh is this an unusual time to have one or is

[55:11] it the appropriate natural time for example uh to have one and I can tell

[55:16] you that first of all the purpose of an LOI is to facilitate due diligence while

[55:23] reserving flexibility completing due diligence while reserving

[55:29] flexibility about the next step one two is

[55:35] signaling good faith engagement after a process that's run for some time. Uh

[55:40] that that's a that's a natural part of it as well. Uh document the preliminary

[55:45] terms uh that will be used as the framework uh for discussions and also

[55:52] importantly the primary uh binding provision in an LOI relates

[55:57] to the exclusivity. The exclusivity being uh that once we move forward with

[56:02] the LOI for a period of 120 days and potentially two extensions beyond that,

[56:09] we commit to engage directly with Ascension

[56:15] to uh pose questions, ask questions, get answers, have follow-up questions, have

[56:22] additional an additional questions and engage in that process until uh this

[56:27] body is comfortable. able with moving forward, not comfortable moving forward

[56:33] or determines they don't have the information to do that. And I I believe

[56:37] that is the purpose of LOIS and that's the purpose of the one that we've got

[56:41] before us today. Before we do a highlevel uh review of the letter of

[56:47] intent and the terms, there's a couple baseline observations that I want to

[56:52] make uh to this body and to the community. First is

[56:57] is the letter of intent and the terms within it are they consistent with the

[57:03] proposal that Ascension submitted to the county or did they backtrack?

[57:10] It is consistent with the proposal that they submitted and in fact it enhances

[57:17] and specifies additional provisions that are consistent with with that proposal.

[57:24] Uh two I'll notice I I'll point out some time ago last year

[57:32] uh this body elevated and discussed with me about the issue of being able to see

[57:39] what is going on at the process at the hospital. What criteria

[57:44] is being applied to determine who should be a partner? Um can we be involved in

[57:51] the process? What can we contribute? this is important to our community. You

[57:56] demanded involvement. You insisted on being involved

[58:00] and with that charge I engaged with we engaged with the hospital and their

[58:05] council and we said we would like to know what the criteria is being used to

[58:10] evaluate potential partners of something of this scale.

[58:15] and their response was, "Here it is. That was provided to this

[58:21] body because you demanded it and you insisted on being involved in the

[58:26] process." And in response to that, the commission did not say, "Good

[58:32] enough." They said, "Well, we've got some other stuff that we want covered in

[58:36] the LOI process that are important to our constituents that are important to

[58:41] us." And those include EMS services, inmate care, athletic trainers.

[58:48] We relayed that back to the hospital. The hospital in turn relayed that

[58:54] information to the participants in the process. And the LOI you have in front

[58:59] of you today has this body's fingerprints on it

[59:03] because you insisted on putting them on the proposal. And I I I appreciate that.

[59:09] I want to highlight that and make sure that um I I note that for the record uh

[59:14] that this is something that you um insisted and and and aggressively

[59:20] requested and really demanded to be involved in.

[59:26] Now with regard to the the LOI

[59:33] on the packet that we distributed there are some highlevel provisions that

[59:38] you'll see highlighted u and also within the presentation there

[59:43] is a citation back uh to the LOI so that you can quickly reference where in the

[59:49] document you can find particular provisions how they're outlined and how

[59:53] they're framed. First, the purchase price 700 million

[59:59] with an additional 270 million economic commitment.

[1:00:05] Uh that includes strategic capital, routine capital,

[1:00:09] enhanced new electronic health record systems

[1:00:14] and payment for five years of $4 million a year to help support the the county in

[1:00:21] in its efforts. That's on slide four. Slide five,

[1:00:30] we note that employees were able we were able to secure and this body was able to

[1:00:34] secure special protections for employees at the hospital that we believe are

[1:00:40] strong and market in this type of transaction.

[1:00:44] U we were able to secure as a preliminary matter which will be built

[1:00:48] upon in the definitive agreement stage if you choose to move forward.

[1:00:55] Additional commitments around existing service lines and the efforts that will

[1:00:59] be undertaken to ma maintain them for the next 10 years.

[1:01:04] Commitments, some aspirational which would need to be firmed up in a

[1:01:09] transaction document for sure. Some aspirational, some more specific.

[1:01:14] maintaining the children's ED committing to plan around additional

[1:01:19] services and subsp specialties not based off a checklist but on analysis of

[1:01:25] community needs developed and narrowly tailored to what the people in

[1:01:30] Williamson County desire and need.

[1:01:38] There was also additionally a oversight authority structure that uh

[1:01:46] was important to this body in our discussions and that would be populated

[1:01:52] by this body that would oversee the the commitments capital and otherwise uh

[1:02:00] that uh that Ascension is is making through the document and document and

[1:02:04] affirm that they are following through on the commitments they made in the

[1:02:10] definitive agreements. Uh as part of the process too uh about

[1:02:14] risk allocation, uh Ascension um indicated they are pursuing and we we

[1:02:21] believe they are pursuing representation of warranty insurance to help provide

[1:02:25] additional security in the in the event that there is uh an issue identified uh

[1:02:30] through the diligence process or otherwise.

[1:02:37] Now if you'll move to slides six and seven.

[1:02:41] Is the LOI the end of the process? No.

[1:02:47] Is it the beginning of a more robust engaged process?

[1:02:53] Yes. And it's not to exchange information for

[1:02:57] the sake of exchanging information. Every transaction between hospitals that

[1:03:03] I've been involved in, there were specific

[1:03:08] wide ranging questions about risk management matters, quality matters,

[1:03:15] and not just about specific incidents. From my perspective, the important data

[1:03:22] point data points would go back not a month, even if it's a month with tragic

[1:03:30] headlines. We won't go back one month. We won't go back six months. We won't go

[1:03:34] back one year. We won't go back just two years.

[1:03:39] We will want to see and be comfortable with Ascension's track record, their

[1:03:44] protocols, their approaches, their outcomes.

[1:03:49] We want to we we want to know what that is and it's not an extraordinary ask of

[1:03:55] this body for ascension to to answer those questions. It's customary

[1:04:02] and I think in in this circumstance uh this body uh given its unique leadership

[1:04:09] role in the community will be well served by being able to

[1:04:15] pursue and engage and get more information and then more information

[1:04:19] and then more information. If information is needed,

[1:04:24] diverting from a process designed to generate it

[1:04:28] would be a different direction than that.

[1:04:33] Some of the items that are going to be firmed up through

[1:04:37] the LOI process. We want to get more specific

[1:04:42] about milestones on capital, on service lines, on EMS, quality outcomes,

[1:04:50] reporting, oversight, an independent board in Williamson

[1:04:57] County to help advise and serve and and

[1:05:01] function as representatives and and follow the

[1:05:06] priorities that we can specifically delineate. Now, I in in in terms of

[1:05:10] setting expectations. In every transaction I've seen, there's a

[1:05:14] balance. You you want to know what is being

[1:05:19] planned and you want to hopefully make it specific enough so that you can track

[1:05:24] progress towards that target. You balance that against

[1:05:30] a very competitive countywide and beyond market.

[1:05:36] If you've got the right partner with the right capital with the right strategy,

[1:05:43] do you need some flexibility in terms of how you prioritize and pivot and take

[1:05:47] advantage of opportunities? Do you want some of that as a community? I would say

[1:05:52] yes. Do you want it specific enough that you can verify that they are making

[1:05:57] they're following through on their promises? Absolutely.

[1:06:02] and our discussions with Ascension, did I did I sense any resistance to that

[1:06:09] engagement, to that oversight, to that

[1:06:13] collaboration? I did not.

[1:06:21] With that summary, I'm glad to answer any questions you've got.

[1:06:25] » Uh, thank you for that summary. Um, continuing on, we we do have a current

[1:06:29] motion um to defer. Uh, I will call on Commissioner Felhower.

[1:06:36] » Thank you, Chair. Um, I'm I'm thoroughly convinced that uh we need to sell the

[1:06:42] hospital, and I wasn't at first, and I think Ascension's offer is fair. Uh,

[1:06:48] this is a major decision, and uh, it's the largest single transaction in the

[1:06:53] history of Williamson County, and it will live on into perpetuity. This is a

[1:06:59] legacy decision for this commission. Um, with transactions this large, there are

[1:07:04] typically a series of public meetings, and I'm not talking about subcommittee

[1:07:09] meetings. I'm talking about these public meetings that afford citizens an

[1:07:13] opportunity to attend, to listen, and to voice their opinions. We have nine new

[1:07:18] commissioners here in this body tonight. There's been an issue with the all

[1:07:23] commissioners email, so I'm not even certain that we've um heard from

[1:07:27] everyone who wanted to express their thoughts or concerns or support. Um I'm

[1:07:33] a firm believer in the public process of public funds and assets so the public

[1:07:38] has the right to have their voices heard. And I I personally would love

[1:07:42] some time to digest what's been said here tonight by the public and in in

[1:07:47] your presentation. Um, the RFP bidding process is long and arduous. I don't

[1:07:53] believe that waiting a few weeks uh to move into the letter of intent will be

[1:07:58] caused for ascension to pull out of the process. And if they do, they likely

[1:08:01] would pull out of the process during the due diligence period. Anyhow, um, I want

[1:08:06] to be clear, I'm not against selling the hospital. I'm not against selling the

[1:08:12] hospital to Ascension. Um, like Commissioner Lawrence said, uh, with the

[1:08:17] recent events, I just simply want to pump the brakes. Uh, take a deep breath.

[1:08:22] There's no rush here. I support the goal of this transaction.

[1:08:27] Uh, my concern is simply the process. I just want to ensure that the people of

[1:08:32] Williamson County have had enough opportunity for public input so that

[1:08:36] their perspectives are weighed in by this commission. Um, this is a really

[1:08:41] big deal and we need to get it right. So, I do have I have a couple of

[1:08:45] questions. Um, can you walk us through what the due diligence steps um will

[1:08:52] entail and how that will be reported and how we'll be able to be a part of that.

[1:08:58] And >> Commissioner, if we we may uh return to

[1:09:02] those. Uh right now, we'll try to limit our comments and questions to just the

[1:09:06] motion to defer at this moment, I think. And then uh those questions will

[1:09:10] certainly be appropriate as we move into it, whether that's at today's meeting or

[1:09:13] at some future meeting. Um our next commissioner requesting to

[1:09:19] speak, uh Barb Sturgeon.

[1:09:23] » Thank you, chairman. Can you hear me? >> We can.

[1:09:27] » Okay, great. So, um I uh I tried to second Greg's motion because I feel

[1:09:33] strongly that this meeting is premature. It's been rushed to even before our very

[1:09:38] first commission meeting with nine new commissioners. Um, but mostly I thought

[1:09:44] it was my expectation that the hospital would make a recommendation

[1:09:49] and then the come out county commission as a whole

[1:09:53] would make a decision. But it feels like the decisions already made and our

[1:10:00] lawyer is supposed to be serving the commission is already moving down to a

[1:10:06] commitment to one of the two RFPs, which is Ascension. And I don't have a problem

[1:10:13] with selling the hospital either. I think it's a good idea, but like

[1:10:18] Commissioner Castner said, I'm not really willing to give up three to $500

[1:10:23] million in revenue to the county without a very

[1:10:29] compelling reason. And I don't believe we've gone through this process. I don't

[1:10:34] remember ever instructing with a vote from the commission the creation of the

[1:10:39] LOI. And um because of these reasons and

[1:10:43] because I have been flooded with emails, almost 90% are telling us to slow down

[1:10:51] and wait because people have valid concerns about what went down in August

[1:10:56] at Ascension in the pharmacy. And we shouldn't just blow past that without

[1:11:03] doing some due diligence. So because of that, I would support the motion to

[1:11:08] defer until we have more information and more understanding about what this means

[1:11:15] because it is a commitment to ascension because we're saying we won't look at

[1:11:18] anybody else if we sign the LOI. That's a commitment. So those are my comments.

[1:11:26] » Thank you, Mr. Surgeon. Um, next requested speaker, uh, Commissioner

[1:11:30] Mitchell. >> Thank you, Chair. Um, longtime listener,

[1:11:35] first- time caller over here. First, I want to thank everybody who's who's come

[1:11:40] out tonight, those watching online, those who spoke. This type of civic

[1:11:45] engagement really proves to the board here that this is super important for us

[1:11:48] to get right. And I want to show I brought all of this tonight. This is

[1:11:53] what I've received as a new commissioner since about the beginning of July. It's

[1:11:58] a lot of information. I've been through every bit of it.

[1:12:02] This part of it right here is specifically about the hospital.

[1:12:08] This is the LOI. You can see I've gone through this time and time again. I've

[1:12:13] done my own red lines highlights and I've had time to ask the questions that

[1:12:18] I needed to ask, get the answers that I needed to get answered from every

[1:12:22] stakeholder on this side of the fence. I really would like to get to Ascension

[1:12:28] now and ask the tough questions that some of you have brought here tonight

[1:12:32] and want us to get answered. And if we don't get down this road and vote on

[1:12:37] this, we can't do that. So, I am a no on deferral tonight. Thank you.

[1:12:43] » Uh, next, Commissioner Todd. >> Uh, yes, thank you. Uh again, uh I have

[1:12:50] similar binders and boy, it has been like uh drinking from a fire hose. Uh so

[1:12:57] I understand everything at play. Um and the uh hospital board and the people

[1:13:04] that I've met and sat in meetings with have been so thorough

[1:13:09] uh with all of the information and explaining it and I have no questions

[1:13:14] there. And in fact, when people have asked me uh different questions, I have

[1:13:19] been able to clarify facts. So, thank you. I appreciate that.

[1:13:25] So, I'm going to use an and word, not a butt. Um, and the dollar amount of the

[1:13:33] transaction and how we're going to do that is not the only uh consideration at

[1:13:40] play. uh public trust has to remain central because uh everything else we do

[1:13:49] on this commission and every other decision that we make

[1:13:53] um trust is built over time and if we don't listen then we don't build trust.

[1:13:59] So I am not prejudging ascension. I am not saying that it is a bad deal.

[1:14:05] Actually I've read it all committed it to memory. In fact uh it's a great deal.

[1:14:10] It looks great on paper but looking great on paper uh the sale is it's not

[1:14:17] the the amount of money cannot be the only thing that we look at. Uh once

[1:14:23] I I have used this example, you'll get to know this of me. Uh I'm uh I'm farm

[1:14:29] girl by trade, you know, grew up, you know, um when there wasn't much else to

[1:14:34] do. So I'm familiar with playground slides. And I do know that if we use

[1:14:40] that example, you know, we have climbed up to the top. I believe all of the

[1:14:44] things have been great and I know that we are standing at the top and the next

[1:14:49] step is to begin to go down and I know that once we sign the LOI and we put

[1:14:58] significant resources in it both time and financial

[1:15:03] um transactions like this are far more likely to continue than to stop.

[1:15:10] So, um, waiting allows us to,

[1:15:17] like I said, pause for just a moment. It allows us to show the people who elected

[1:15:21] us for these seats that we're really listening to the things that they're

[1:15:24] saying. And not only that, but it allows the investigators who are um working in

[1:15:33] downtown Nashville to continue their work and to complete their complete

[1:15:37] their work. Um, I said this very thing at the property meeting, I don't know,

[1:15:42] three or four days before I was sworn into office. Um, it matters.

[1:15:49] It matters that you allow for uh good endings and good beginnings because if

[1:15:56] we enter into an LOI right now, the story will be what on earth are they

[1:16:03] doing entering into the LOI? Haven't they read the news? Well, of course we

[1:16:07] have. I have all the binders. Um, but more people than not don't realize the

[1:16:14] amount of information that we have, and deferring allows us to speak with our

[1:16:23] communities more, speak with our people more, and it allows us to build that

[1:16:27] trust that we're going to need further down the line. Uh, so um, I am in favor

[1:16:35] of the deferral. um not because I think it's a bad

[1:16:39] decision. I think it's a great decision and

[1:16:44] um and the people that I have heard from in my district um are shocked that we

[1:16:52] are ignoring uh what feels like it's right in front of them. So, we're like,

[1:16:57] "Ah, you're not seeing what you're seeing." And um I think we need to work

[1:17:02] on that trust uh and build that up before we continue. Thank you.

[1:17:08] » Uh next on the motion defer, Commissioner Williams.

[1:17:11] » Thank you, Mr. Chair. Um to our new commissioners, welcome to the county

[1:17:14] commission. You know, these are these are the issues that you signed up to

[1:17:18] answer. Um you know, although, you know, I I I

[1:17:22] agree with and appreciate some of the statements from Commissioner Lawrence, I

[1:17:26] I'm a hard no on the deferment. Um any insinuation of a hasty process is a

[1:17:33] flawed argument. We started over two years ago strategically considering this

[1:17:37] as a potential pathway. Over a year ago is disclosed publicly. Um the RFP

[1:17:43] results and the recommendations from the board have been in front of you for two

[1:17:47] months now. Um let's not pretend like we had a dozen biders with competing offers

[1:17:54] that were all very similar to each other. We had two.

[1:17:59] We also don't have any revocation protections. The longer we drag this

[1:18:04] out, at any point these systems can withdraw their proposal. And by every

[1:18:08] metric that you want to look at it, we have far exceeded any of the norms when

[1:18:13] it comes to purchase price, you know, of of what a health system might look like.

[1:18:19] So, I can appreciate that it might make you comfortable to defer, but the

[1:18:23] reality is is that there's been plenty of time to digest the merits of what's

[1:18:28] been proposed. This hasn't been a hasty process.

[1:18:34] This LOI honestly is going to give us an opportunity to answer the the legitimate

[1:18:39] hard questions that we've been asked to answer.

[1:18:43] We can't do that until we can actually get into the details working for a

[1:18:47] definitive agreement which this LOI does not obligate us to sell the hospital. It

[1:18:53] allows us to get into the details and to answer the questions that are being

[1:18:57] asked in which a lot of them are legitimate questions to ask.

[1:19:01] But deferring this LOI accomplishes nothing other than put it jeopardy what

[1:19:06] is a very advantageous deal for this county and what we're looking at right

[1:19:10] now. That's all I have to say. Uh, next, Commissioner Penny. Yeah,

[1:19:16] » I appreciate everything that's been said. U, both sides have reasonable

[1:19:20] arguments. Uh, this we are a deliberative body. That's what we're

[1:19:23] supposed to do. If everybody on this commission agreed 100% on everything we

[1:19:27] we did, why why have the body? So, I think it's good that we have vigorous

[1:19:32] debate. Uh my concern is how uh Ascension handled this situation

[1:19:41] recently with the four patients. Uh the centers of Medicare and Medicaid

[1:19:47] services have three issues with them right now. The pharmacy, the surgery,

[1:19:52] and the governance. And my understanding, and I may be incorrect,

[1:19:56] is that they're going to make a decision by September 18th whether they're going

[1:19:59] to draw funding uh for Medicare or Medicaid, which would be huge.

[1:20:04] Uh some of the things that happen on the pharmacy are are headscratching. H how a

[1:20:10] technician could override a failsafe program with a barcode read is is I I

[1:20:17] don't understand how that could possibly happen.

[1:20:20] uh the uh the the centers of Medicare and Medicaid services uh have approached

[1:20:28] Ascension and they asked for a plan to fix it. They g they gave him one in

[1:20:34] August 18th that was unacceptable. They gave him one August 19th was

[1:20:38] unacceptable and a third one that was unacceptable. And since then they have

[1:20:43] come up with a solution. I'm going to read it very quickly. I'm going to my

[1:20:47] question is why wasn't this inst instituted in the first place? They're

[1:20:51] going to separate and distinctly marking high alert medications. The the the the

[1:20:56] potassium phosphate was not marked that way. Uh it was in a vial very similar to

[1:21:03] the and I'm going to butcher that name of the drug they use for the epidurals

[1:21:08] metabocaine or I apologize few for you people in the medicine. I butchered

[1:21:14] that. Uh they require a mandatory stop when a spinal medication generates a

[1:21:18] scanning alert. That did not happen. They prohibit unresolved manual

[1:21:22] workarounds requiring independent verification and requiring two trained

[1:21:27] pharmacists to verify spinal medications. So my question is why

[1:21:30] wasn't that in place in the first place if it's such a great idea? And why are

[1:21:34] they having such a hard time uh pleasing the uh Centers for Medicare and

[1:21:40] Medicaid? That that concerns me. Now, does that mean that I'm totally against

[1:21:44] the deal? No. But I just want to answer to it. And I thought we're going to know

[1:21:48] more on se September 18th. And I guess my question, Jesse, is if we do the LOI

[1:21:54] and we come up to September 18th and we find out that they are removed from

[1:21:59] receiving funds from Medicare, Medicaid. How do we deal with that?

[1:22:05] the uh the result under the LOI is that you would still be subject to the

[1:22:09] exclusivity for the period of time that we outlined uh in in the letter of

[1:22:13] intent. >> Okay. All right. So anyway, again,

[1:22:17] that's my concern why waiting just a little while longer. Again, I'm not

[1:22:21] against the program. There's a lot of good people at Ascension. My

[1:22:25] cardiologist is Ascension. He's great cardiologist. He does great work. So

[1:22:29] that that's not the issue. My issue is how the governance of the hospital

[1:22:34] handle this thing and I'm and that concerns me. So that's my state.

[1:22:40] » Uh next, Commissioner Verell. >> Thank you, Mr. Chairman. Uh Mr. Neil,

[1:22:44] thank you for your efforts and and representing us um as a county

[1:22:48] commission. U if I can and if you're willing to state, how much is it that we

[1:22:54] that the people of Williamson County pay you per hour? Ballpark.

[1:22:59] » My hourly rate, >> Yes, sir. is $900 an hour

[1:23:02] » for for this body, not other clients, but this body,

[1:23:05] » right? Um I remember a meeting earlier this year where there were issues with

[1:23:09] uh you know, how much we were potentially paying and uh can you tell

[1:23:15] me ballpark like about every month how much we're basically paying to retain

[1:23:19] you as as our representation for this transaction?

[1:23:22] » Uh it would range dramatically between um six six figures down to 20 to 30. And

[1:23:29] I expect that given um the engagement of this body uh and the issues that have

[1:23:36] been identified that rightfully so need to be explored uh and and analyzed. I I

[1:23:42] expect that the trend will be u more time not less on the part of your

[1:23:46] lawyers. >> Sure, that makes sense. And uh so we

[1:23:50] could assume that if we do put this off another two months, we're looking at a

[1:23:54] cost of the county in the terms of probably six figures. Would that be a

[1:23:58] rough yes? Would you? >> I think that's fair.

[1:24:00] » Sure. Um, my second thing for you is if we do the LOI, it's 120 days. Uh, by my

[1:24:06] quick math and I cheated by using AI. Um, I believe that goes to January 7th.

[1:24:11] Um, and then we don't have a meeting in December. So, if we put this off until

[1:24:18] November versus basically just going ahead and going through the process and

[1:24:23] we're efficient by going through all that through your by have through you

[1:24:27] and by having an LOI in in this transaction, we'd potentially save the

[1:24:31] county hundreds of thousands of dollars. Is that correct?

[1:24:34] » I I I think moving forward deliberately uh with the team in place given the

[1:24:39] information that we have in front of us is the most efficient way to approach

[1:24:43] it. Um, and it also is um the most direct way uh to get information that's

[1:24:51] relevant to the questions that have been posed. Again, the LOI uh is not designed

[1:24:56] uh to limit your engagement with constituents. Uh the the LOI

[1:25:01] specifically and narrowly defines what the

[1:25:05] exclusivity provision would preclude to respect and we insisted and they were

[1:25:12] glad to accommodate to respect the ongoing engagement between this body and

[1:25:17] their constituents. Uh and so that that would not be um impacted. uh and and and

[1:25:23] so that would be the the go forward process um that I think that that we

[1:25:27] would we would follow and it would be designed um to get more information more

[1:25:33] quickly. Uh and if that's the objective, I I certainly would say that an LOI uh

[1:25:39] is a vehicle to that. Um pausing um that vehicle and not getting into that

[1:25:45] vehicle for some period of time uh I think would probably uh not save money.

[1:25:49] It would probably cost money. Great. Uh, thanks. I'm going on deferral then.

[1:25:56] » Uh, next, Commissioner Goodspeed. >> Thank you.

[1:26:01] Uh, again, thank you for all the speakers that came up. Appreciate that.

[1:26:04] I've been on that side of the podium. I know what it's like. Um, and we can't do

[1:26:08] our job without you guys telling us what you're feeling because we're literally

[1:26:13] representatives of this community. Um, I would also like to thank Williamson

[1:26:17] Health for getting us up to speed and Jesse for getting us up to speed on this

[1:26:22] on this process. Um, it has been a lot, but I am thoroughly impressed with

[1:26:27] Williamson Health and how they handle their business and honestly, everyone

[1:26:33] there has been uh, great and helpful for us moving forward. Um I know a lot of

[1:26:38] the doctors there are from Ascension and from Vanderbilt and that's um we've been

[1:26:43] told that's going to continue at least that's the plan moving forward if going

[1:26:47] with Ascension. So I'm not opposed to any of that. Um as far as what's uh

[1:26:54] Commissioner Lawrence has brought up um if we enter this LOI again if you could

[1:27:00] just say how many day we got 120 days and then then like an extra 30 days and

[1:27:04] 30 days. Correct. 120 days of exclusivity uh that would

[1:27:09] then be extended for two 30-day periods so long as the parties were still

[1:27:14] continuing to negotiate in effect in good faith.

[1:27:17] » Okay, great. And then have we or you I should say uh anybody heard anything as

[1:27:23] far as answers on the investigation and that immediate jeopardy situation that's

[1:27:29] happening with Ascension St. Thomas at this point in time. I've been reading

[1:27:34] about it in the newspaper, same as you. >> Okay. Um, if that investigation

[1:27:40] does not if it continues and does not finish with

[1:27:45] this within those 180 days, so we don't have an answer whether we're going to

[1:27:49] they're going to be able to keep their CMS or not.

[1:27:52] What's what are we going to do then? What's our plan?

[1:27:56] We >> we have to end the LOI. I'm sorry. Do we

[1:27:59] have to end the LOI at that point because we've hit our our two months in

[1:28:03] two months or >> I I think that uh if at the end of the

[1:28:08] LOI period uh you have not been given information you need to feel comfortable

[1:28:14] uh moving forward with the transaction or moving comfortable declining to move

[1:28:19] forward with the transaction uh then you would exit the process and no longer be

[1:28:25] bound by the exclusivity. >> Okay. So basically we would we would

[1:28:29] have to make a decision at that point in time whether we're going to go with

[1:28:33] ascension or not. Is that is that what I'm understanding?

[1:28:36] » So so the this body's decision about moving forward with the transaction uh

[1:28:42] is not today. It will be late in the process and if you determine to move

[1:28:46] forward with a transaction given the definitive agreements you'd be able to

[1:28:50] do that at that time. You could also reject that at that time.

[1:28:54] » Okay. So in other words, we can get out if we

[1:28:59] don't. My biggest concern, as you can see, is that we we don't know if

[1:29:06] unfortunately due to that horrific incident investigation as far as that

[1:29:13] goes and and you know, we got other agencies involved

[1:29:18] in it now and everything else. If that's going to actually be finished within

[1:29:22] that time period we set. So, if we defer this a month, two months, that gives us

[1:29:29] another extra 30 days for them to at least try to figure out this

[1:29:32] investigation since we have not even heard from anybody how long that's going

[1:29:36] to take or when that's going to conclude. Um, so to me, it looks like we

[1:29:42] just need a little bit more information from them before we start stepping into

[1:29:46] something. Um, that's an exclusivity issue.

[1:29:51] Um the also um next point I would like to make is if land in this county is

[1:29:58] annexed, there are three readings that have to happen before that land is done.

[1:30:03] And with this process, we basically had one public meeting so far for the public

[1:30:08] to voice it. So um again, I don't have a problem with necessarily deferring it.

[1:30:13] Um and with your own statement, um that LOI process would enter into next year

[1:30:19] anyway. So I think if that's if we're into November and then it continues on

[1:30:24] and we can agree to it then and that means we're into January or February

[1:30:29] that's still inside the ballpark of what the initial LOI would be anyway. So I

[1:30:33] don't see why there's a big rush to to not defer this at this time with with

[1:30:36] those huge questions that we have without arguably no answers. So

[1:30:42] » go ahead. If that was a question, I would say that um we have received no

[1:30:47] information from Ascension and posed no questions to them regarding it.

[1:30:51] » Perfect. Thank you. >> Uh next, Commissioner Herbert.

[1:30:55] » Call the question. >> Second.

[1:31:02] » We have a motion to call the question. Um and a second. Um, Commissioner Mason

[1:31:08] has not had an opportunity to speak yet, though,

[1:31:12] so we need to allow Commissioner Mason to speak before calling.

[1:31:18] » That's what I'm looking at. >> Straight to the vote on

[1:31:22] » straight to the vote. >> Um, checking with counselor very quickly

[1:31:27] on calling the question. Uh, we believe we go straight to a vote on calling the

[1:31:30] question. U, it is by twothirds vote. Uh Jeff, have y'all been able to get that

[1:31:34] loaded up or do we need to voice?

[1:31:57] He's saying

[1:32:01] » who the second was.

[1:32:05] Commissioner. >> So, while you're loading that up,

[1:32:19] » very good. Uh so, um we have before us the vote to uh end deliberations on the

[1:32:24] motion to defer. Uh vote yes if you uh wish to have the question called and and

[1:32:29] end deliberation on the motion defer. No. If you wish to continue

[1:32:32] deliberation, please record your votes.

[1:32:40] » Votes. He's going to get it. >> Commissioner Sturgeon has voted. Um,

[1:32:47] » it is closed. Uh, 16 yes, 8 no. Uh, that is a twothirds majority. Deliberations

[1:32:53] will close on the motion to defer. Uh, we now then can move on to the vote on

[1:32:57] the motion to defer. Um, that is a majority vote. If we can

[1:33:02] get that loaded up, uh, voting yes on the motion to defer, we'll continue to

[1:33:07] the November date, I believe, is what was moved. Voting no will be to not

[1:33:12] defer and move on to voting on the resolution. Uh, and if we will load that

[1:33:18] one up on the motion to defer

[1:33:34] uh, please vote on your screens. Voting no is to not defer the motion. Yes. To

[1:33:39] defer the motion to November or to vote to deliberation.

[1:33:49] We're waiting on Commissioner Sturgeon. I know she's voting from afar.

[1:33:56] » She's >> Well, I'm going to tell.

[1:33:58] » Okay. >> So, Chairman, I actually want to make

[1:34:03] sure on the um call to question, Commissioner Sturgeon uh responded that

[1:34:09] she wanted to vote no, but I'd like to make sure that she lets everyone know.

[1:34:13] and we were were able to cast the vote, but I want to make sure that no was the

[1:34:17] correct vote and then she's actually going to give you the vote now uh for

[1:34:20] the um >> motion defer

[1:34:22] » motion to defer. >> Uh yes, Mr. Turgeon on the on the uh

[1:34:26] calling the question uh 16 were for calling the question, eight against. So

[1:34:31] that uh calling the question passed, deliberation ended, we are now with the

[1:34:35] motion to defer. We have everyone's votes uh in awaiting yours. Um, and then

[1:34:41] in the meantime, if anyone was wishing to change their vote,

[1:34:45] » can you hear me? >> Yes, ma'am.

[1:34:48] » I'm sorry I wouldn't unmute, so it took me a while. I am voting yes to defer if

[1:34:56] that's what we're talking about. >> Yes, ma'am.

[1:34:58] » Thank you, Commissioner Surgeon. Um, appears everyone has uh entered their

[1:35:01] votes. Any wish to change vote, please do so now.

[1:35:05] And we have uh eight yes, 16 no. Uh the motion to defer fails. Uh we will then

[1:35:12] therefore move on with the main motion on the floor,

[1:35:17] resolution 92601.

[1:35:24] And I request to speak from Commissioner Mason.

[1:35:31] Okay. I I had something prepared on the motion to defer, but I guess I will

[1:35:36] scratch that and now move into whether or not to approve the LOI. So, first and

[1:35:41] foremost, I I do want to clear up some confusion. I've heard several times

[1:35:45] tonight that there's not been public meetings on this issue, and I say this

[1:35:48] every meeting, and I will reiterate it. The property meeting meets every month

[1:35:53] and discusses this issue. That property meeting is open to the public. It is

[1:35:56] recorded. And so I I don't want the narrative to be out there that this has

[1:36:01] not been open to the public because it very much has for uh ever since the

[1:36:06] hospital has presented Ascension as their top choice. And we've met every

[1:36:12] month since that point. And I I believe it's the third Wednesday of the month,

[1:36:17] fourth Wednesday of the month. I'll have to remember. Is it the third? Um open to

[1:36:22] the public. Everyone is entitled to come. We encourage you to come because

[1:36:25] we want this to be an open process. But again, uh the narrative that we've not

[1:36:30] had an open meeting about this, I wanted to set the record straight on that. Now,

[1:36:35] um attorney Neil, question for you. My understanding and the reason why I've

[1:36:43] voted no to defer is because the questions that we have involving the

[1:36:48] medication mixup, the potential loss of Medicare, to me the best way to get the

[1:36:55] answers to those questions is through the LOI and is through opening up that

[1:37:00] period of communication. And am I correct on that? the the questions that

[1:37:04] we have, we're getting our information from a newspaper, but if we move forward

[1:37:08] with the LOI, we can get our information directly from Ascension and from the

[1:37:12] investigation. Is that correct? >> Yes. Yes, Commissioner. That that is

[1:37:16] correct. >> Uh I think that there's a two uh there's

[1:37:20] a there's a primary distinction that the that the diligence process will be

[1:37:25] designed to uncover. one is to the extent we can find out what happened and

[1:37:30] why what was their response uh and was it implemented uh two I think it's very

[1:37:38] important that we cast a wide net and ask them about not just pharmacy issues

[1:37:45] we ask them for across the board risk management quality outcome issues not

[1:37:50] just for a month in the past not just six months or a year but years into the

[1:37:56] past because bottom. I suspect people want to know, was this tragedy an

[1:38:02] outlier or was it more of the same? And I think

[1:38:07] that's the target on the wall to determine through the LOI stage.

[1:38:11] » And and to piggyback kind of on what Commissioner Todd said, um you know,

[1:38:17] this isn't just a financial transaction. We're also trying to find the best fit

[1:38:21] for the community. And the way I see finding the best fit

[1:38:25] for the community is getting that information that we need that we can

[1:38:29] only get through the LOI. And so if the purpose was to defer to get that

[1:38:33] information, I found that to be counterintuitive.

[1:38:37] Um my next question for you is piggybacking on something Commissioner

[1:38:42] Burrell said talking about the amount of uh attorney fees we have incurred. I did

[1:38:48] not see anywhere in the LOI where it talked about who would pay our attorney

[1:38:53] fees. I know initially when we started this process, I think we were told it's

[1:38:57] customarily that the uh buyer would pay those fees. Is that correct? Has that

[1:39:04] been discussed? Um because that's going to be especially with all the due

[1:39:08] diligence because of the the new events that have happened with Ascension. I can

[1:39:14] imagine our attorney fees are going to be quite high. What can you tell us

[1:39:17] about that? >> Uh my my I think your rec recollection

[1:39:20] is is fair. Uh it's certainly within the discretion of the parties to the

[1:39:24] transaction. Uh it's certainly has been the case in transactions where either

[1:39:29] the hospital or the buyer uh would pay the attorney's fees for uh the county

[1:39:36] given that the process came to the county and not uh vice versa. uh and uh

[1:39:41] at the direction of this body I I think it's fair to say that we requested that

[1:39:46] uh and requested that um on multiple occasions and uh they declined uh to

[1:39:51] include that provision and uh given where we are today and the diligence

[1:39:56] that is um likely to be next step if we move forward with it uh we can raise

[1:40:02] that issue up again and make that request again uh assuming that that's

[1:40:05] your direction >> and so part of this process through the

[1:40:08] LOI is not only to gathering information, but we then before we move

[1:40:13] forward with any type of agreement to sell can uh negotiate whether or not the

[1:40:19] attorney fees will be included in that price. Is that correct?

[1:40:22] » We will do that. >> Okay. Thank you.

[1:40:26] » Uh next, uh Commissioner Sturgeon,

[1:40:34] » you're off mute. >> So my one Yeah, I have one question.

[1:40:38] Where in the LOI does it define our due diligence towards ascension?

[1:40:49] I do not believe due diligence is a defined term in the LOI.

[1:40:55] » Well, why is that?

[1:41:01] » I'm glad to walk through it and review uh provisions as it relates to due

[1:41:06] diligence. Um but that's the purpose uh and that's the

[1:41:12] reason for exclusivity. Um section three um if you have it in front

[1:41:20] of you uh section three is entitled due diligence

[1:41:28] and it outlines uh the process and protocol that is followed. though not a

[1:41:33] defined term. Uh it does uh lead with that uh concept. First is the term sheet

[1:41:41] and then definitive agreements and then uh due diligence is on page one and it's

[1:41:48] in bold and it's underlined. Would it would it not make sense to add

[1:41:54] some verbiage in there about um our due diligence into a suspensions

[1:42:03] history and background and financial and and whatnot? I mean, it would make sense

[1:42:08] to me. >> Uh that exercise is well within the

[1:42:13] scope of what's authorized by the LOI.

[1:42:19] H how is that based on what?

[1:42:23] » Based on the scope and terms of the document itself.

[1:42:28] » So it does say in there that we have a right to due diligence.

[1:42:31] » Yes, we are authorized. >> Are you saying it's just implied?

[1:42:34] » We are authorized to cond the parties are authorized to conduct due diligence.

[1:42:40] » Okay. And where is that?

[1:42:52] I'm glad to read through the document here. I can also

[1:42:56] follow up with that with an answer to that question if you'd like me to copy

[1:43:00] and paste it into an email. >> Well, I think the whole commission needs

[1:43:04] to understand it, not just me.

[1:43:10] I mean, I I kind of think that's a prerequisite to approving the LOI

[1:43:14] because that's one of the reasons why we want to move ahead with the LOI is so we

[1:43:18] can do our due diligence. At least that's what was stated at the last

[1:43:22] property meeting. And I just think it's

[1:43:27] it'd be good to put it in writing.

[1:43:33] And I I also would like to see it because I'd like to understand exactly

[1:43:36] what due diligence you expect us to do. I mean, I'm I'm not real sure what we're

[1:43:42] going to do about the whole medical error situation.

[1:43:46] And maybe if we had a consultant, that would help.

[1:43:59] Um,

[1:44:02] » I'm done. >> Thank you, Mr. Surgeon. Uh, Commissioner

[1:44:06] Felhower, um, do you have a question to follow up?

[1:44:10] Yeah, that that was my question too because under due diligence it says the

[1:44:14] seller parties shall shall provide, you know, um an open door basically to all

[1:44:21] of our records from Williamson Health, but it doesn't go the other way. So, I'm

[1:44:25] just curious where that is and that's why I asked the question earlier. Could

[1:44:29] you walk us through what the due diligence steps will be and um how

[1:44:35] that'll be reported to the commission and what our involvement on the

[1:44:40] commission will be.

[1:44:46] So the process um in every transaction between hospitals I participated in

[1:44:51] included a written discovery uh between both the buyer and the seller to the

[1:44:56] opposing party uh on a range of issues uh including in both directions risk

[1:45:01] management quality um historical trends uh items that are relevant to either

[1:45:07] party in making a determination around whether to move forward with the

[1:45:11] transaction. Ultimately, today is not a decision to move forward with the

[1:45:14] transaction. It's a letter of intent to help facilitate the exchange of

[1:45:19] information. >> So, yeah, because under due diligence,

[1:45:24] what I'm seeing is it says the seller parties shall provide Ascension St.

[1:45:28] Thomas and its representatives with all the information. It doesn't it doesn't

[1:45:33] say the other way around. Unless I'm missing something.

[1:45:40] Did I am I missing it? Does it say somewhere that it it goes both ways?

[1:45:44] » I I I know it contemplates. I have not said it. I have not memorized the

[1:45:48] document. I can walk through it and send to you information and copy the full

[1:45:51] commission on the authorization that we have to initiate due diligence.

[1:45:56] » Well, I'm just wondering where it is where it's written in the document.

[1:46:00] » I'll under due diligence. It's only >> I'll have to prepare some for you to

[1:46:07] » Can we find it?

[1:46:12] It's just the one paragraph.

[1:46:26] If if I'm missing where it is, then just tell me where it is because I'm not

[1:46:31] seeing it.

[1:46:35] Uh perhaps perhaps question may be to ask uh Mr. Neil I know you've had

[1:46:39] extensive transactions with public and private hospitals. Um

[1:46:46] obviously we are selling the county would be selling an asset. The uh

[1:46:50] purchaser would have to do a great number of things. Prove it has the the

[1:46:53] cash to do so. Uh they want to know the assets that they're buying. Um, is it

[1:46:58] typical in a transaction of this, in your experience, to have uh an

[1:47:04] explicitly stated due diligence uh item from the seller to the buyer? Uh, or is

[1:47:10] it something that is just routinely performed in doing so? I I also don't

[1:47:15] see anything in there that requires a St. Thomas to prove that it has $700

[1:47:19] million to buy this. But I would expect that somewhere before we get to the

[1:47:23] closing table and have them stand up and say getting that we're going to feel

[1:47:28] pretty sure that they have it. Uh maybe walking through the the typical due

[1:47:31] diligence steps that go on with our with representing our county might be helpful

[1:47:36] uh if not explicitly stated and and perhaps an explanation if it's customary

[1:47:41] or otherwise as to why we don't have explicit statements.

[1:47:44] » Uh it's it's customary. I do not think that um from a perspective of fiduciary

[1:47:50] duty of a hospital board or the county that um from a fiduciary perspective

[1:47:56] they they would be acting consistent with their fiduciary duties without

[1:48:00] without conducting reverse due diligence with regard to an asset like this to a

[1:48:05] potential buyer. And so certainly under um state law with regard to uh fiduciary

[1:48:10] duties um that is required. And um the attorney general will also be reviewing

[1:48:17] um the engagement between the parties uh the information that is exchanged uh the

[1:48:22] determination and the methodology that's used in making a determination. And

[1:48:26] without that reverse due diligence uh the the transaction would not be able to

[1:48:31] go forward at the attorney general level.

[1:48:36] Uh, next, Commissioner Todd. >> Uh, so, um, you know, this is not any of

[1:48:43] us first trip around uh, this issue. And, uh, personally, just by stating,

[1:48:49] well, I don't see it in there, but I'm sure it's going to be okay is not okay

[1:48:54] with me. Um, and and, uh, Commissioner Felho is right. I don't I don't see it.

[1:49:00] And so I don't know that uh personally I want to rely on well of course it's

[1:49:05] going to be okay uh in a decision of this magnitude. Uh and frankly if

[1:49:12] Ascension is evaluating whether Williamson Health is an acceptable

[1:49:16] investment for them uh Williamson County should be equally empowered to make sure

[1:49:22] that Ascension is an acceptable steward of the health care system that has been

[1:49:28] created to date. Um, and that that just goes back to I think

[1:49:35] for me, I can only speak for me, but that goes back to uh just making sure

[1:49:41] that we get this right because we can't go back and do it. We can't go oops, did

[1:49:46] it over. Uh and um and someone very recently had told me you know when we

[1:49:52] were talking about the weight of decisions that we make uh he had said he

[1:49:57] said um we have to measure the decisions that we make based on the risk we are

[1:50:03] willing to assume if we are wrong. uh and that makes the decision that I

[1:50:11] sit here and make um um even more uh important and uh more

[1:50:19] risky. So, uh I think I uh second or agree with u Commissioner Felhower that

[1:50:28] uh before I'm comfortable um signing an LOI that doesn't have reverse due

[1:50:33] diligence written in it. uh especially given the conditions of why we're even

[1:50:40] having this discussion. Um that would make it really difficult for me to uh

[1:50:45] sign off on regardless of how I feel about the likelihood of a great deal.

[1:50:52] » Thank you, >> Mr. Chair. Exhibit 12

[1:50:59] representations warranty some postclosing recourse.

[1:51:10] I can read that if you'd like. Due diligence discoveries. uh if at any

[1:51:15] time priority of closing ascension or the seller parties identify any material

[1:51:20] or potentially material excluded liabilities including any actual or

[1:51:24] alleged violation of applicable laws. Uh so it does contemplate that both parties

[1:51:28] would be engaged in diligence process.

[1:51:37] Uh, Commissioner Felder, >> can can we um suggest added language in

[1:51:44] this um just under the due diligence? It just says seller parties. Can we somehow

[1:51:50] say that it's reciprocal? Just that one sentence.

[1:51:55] » This has been approved by uh Ascension, I believe, and the hospital board. Uh so

[1:52:02] this this would be something that was uh receiving an up or down um or or delay

[1:52:09] um in terms of approval or not. Uh the LOI contemplates exchange of diligence.

[1:52:22] Either my screen's gone blank or people have withdrawn the questions that they

[1:52:25] had. Um,

[1:52:30] if there are no further questions on this matter, then I believe

[1:52:34] we are ready to vote. Uh, if you'll pull that up, uh, Mr.

[1:52:39] Woodby, uh, all those in favor of moving forward

[1:52:42] with the yellow eye, signify by pressing your yes button, uh, pressing no on your

[1:52:47] no button. And I've somehow turned off my machine, so hold on.

[1:52:52] Um, if you please go ahead and cast your

[1:52:55] votes.

[1:53:02] Uh, Commissioner Sturgeon waiting for you. And we're waiting for me. My

[1:53:07] » I vote no. >> Okay. Uh, my machine is off. Uh, I vote

[1:53:12] yes. Uh, any wish to change their vote, please do so. Uh, please show the vote,

[1:53:17] Mr. Whby. Uh, that is 19 yes, five no. Commissioner Surgeon, you are marked no

[1:53:22] and my oral voted yes. Uh we move forward with the LOI.

[1:53:30] Uh moving on to our next item of business. Uh resolution 9-26-2.

[1:53:36] Resolution approving the exception provided by Tennessee code annotated

[1:53:40] section 48-68-206B concerning any sale of the assets of

[1:53:45] Williamson County Hospital District DBA Williamson Health Systems.

[1:53:49] Uh I have a motion.

[1:53:57] There we are. I have a motion from Commissioner Vel, second from

[1:54:00] Commissioner Sanford. Explanation, please, Commissioner Lawrence.

[1:54:04] » Okay, this is a followup to a resolution that

[1:54:10] we >> passed last November.

[1:54:13] those of you who are on the commission and and for the benefit of those who

[1:54:15] weren't in in the in the audience um briefly

[1:54:20] there was a provision in the state law that precluded the county or any county

[1:54:26] in Tennessee if they owned a hospital and sold the hospital

[1:54:31] from obtaining the proceeds from the sale of that hospital. Uh the proceeds

[1:54:36] would go essentially into a nonprofit trust that would be overseen by an

[1:54:42] unelected board uh and could only be used for

[1:54:47] healthcare. That was what the state law allowed. So in practical terms in in

[1:54:54] this transaction um if for whatever we end up settling on

[1:55:00] with the with the buyer of the hospital the the money would go into a nonprofit

[1:55:09] trust and not to this board and not be able to be accessed by this board for

[1:55:14] the benefit of the of the taxpayers of Williamson County who actually own the

[1:55:18] facility. So last November, we passed a resolution

[1:55:24] with a two-thirds majority asking our state legislators to change the law.

[1:55:29] They did. So they have allowed an exception in the law that if the

[1:55:39] sale price, not the proceeds, but I've learned this in the last few days, but

[1:55:43] the sale price exceeds $500 million, which ina in this case from the proposal

[1:55:49] of Ascension St. Thomas, it does then the the proceeds will go to the

[1:55:58] taxpayers of this county through this body, their elected representatives. So,

[1:56:02] we would have access to the funds and we would be able to use the funds for the

[1:56:07] benefit of the county taxpayers. So, in order for us to take advantage of

[1:56:12] that exception, we have to pass this resolution by twothirds majority

[1:56:16] tonight. Thank you, Mr. Chairman. Good. Um, any

[1:56:20] questions from the commission on that? I'm seeing none, I believe then we are

[1:56:25] ready to vote. All those in favor signify by pressing your yes button, no,

[1:56:28] your no button.

[1:56:32] And Commissioner Sturgeon.

[1:56:39] » I vote yes. >> Very good. Uh, record the vote, please.

[1:56:44] Looks like 24 yes, zero no. Motion passes. Uh that concludes our business

[1:56:50] uh for tonight. I appreciate everyone being here. We'll uh Commission members

[1:56:55] will be back here on Monday. Commissioner Jones,

[1:56:58] » just one thing, a little history

[1:57:05] » in the morning discussing the hospital and it was the night before 911, uh 910

[1:57:13] 2001. Chuck Eid sitting right over there.

Special Called Williamson County Board of Commissioners Meeting - September 9, 2026

Agenda

Transcript