BOARD OF SELECTMEN
Natick Town Hall
December 13, 2004
7:00 p.m.
The meeting was called to order by the Chairman John Ciccariello at 7:00 p.m.
The Framingham Board of Selectmen was called to order by its Chair Christopher Ross at 7:00 p.m.
PRESENT: John Ciccariello, Jay H. Ball, Charles M. Hughes, Paul R. McKinley, John Connolly.
Framingham Board of Selectmen: Christopher Ross, Charles Sisitsky, Ginger Esty, Esther Hopkins
ALSO PRESENT: Philip E. Lemnios, Town Administrator; Donna Challis, Secretary
WARRANTS: Payroll warrants were signed by the Board of Selectmen on December 13, 2004 in the amount of $1,389,734.10. This figure was included in total warrants signed by the Board of Selectmen of $2,757,536.01.
SALE OF METROWEST HOSPITAL TO VANGUARD
Mr. Ciccariello explained that the purpose of tonight was to discuss the transfer of license of the MetroWest Medical Center to Vanguard and what recommendations both Boards of Selectmen wish to agree to and present to the Department of Public Health. Last Thursday the Natick Board went through the seventeen-item agreement only to understand that a couple of the parties did not sign it or did not wish to sign it. The recommendation was to go back and look at the A and B list in hope that at least the two boards (Natick and Framingham) could agree tonight to get something into DPH. If an agreement couldn’t be reached hopefully it would go back to the A and B list and that would be what was submitted to DPH.
Before the two boards was a copy of the A and B list and the latest agreement of all parties participating.
Since the A and B list consisted of the original ideas accepted by both boards, Ms. Esty suggested the possibility of looking at that one to see if it suited the board’s purpose as opposed to the larger document. The two boards may not quarrel with the larger document, but may want to do something simple.
Mr. Ball agreed that that was an option. With reference to the A and B listed signed by the Board a month or more ago, Mr. Ball pointed out that the items under B were items that were not appropriate for support
SALE OF METROWEST HOSPITAL TO VANGUARD (contd)
by the Board. They were either not appropriate or didn’t make any sense; i.e. retaining the current CEO. To provide stable long-term ownership was a wish, but not a condition. With respect to a collective bargaining agreement, it was thought that it was inappropriate for the Board of Selectmen to get involved between the hospital and its bargaining units.
Mr. Sisitsky was of the opinion that the focus should be on the larger document. It appeared that since last Thursday all the other involved parties had agreed on that document and there was a place for the Natick Board of Selectmen and the Framingham Board of Selectmen to sign. It may have more bearing at DPH if the two boards signed the larger document rather than a more abbreviated list. He thought that a lot of the items on B were included in the larger agreement. Maybe they shouldn’t be part of the license, but Vanguard had agreed to it and if Vanguard agreed, the Selectmen should as well.
SALE OF METROWEST HOSPITAL TO VANGUARD (contd)
As part of the subcommittee, Mr. McKinley agreed with Mr. Sisitsky that the draft agreement received this morning substantially incorporated everything on the A list and didn’t incorporate most of the things on the B list. His preference was to try to work in the larger framework of what everyone else was working with.
Ms. Hopkins moved that the Natick and Framingham Boards of Selectmen sign the agreement presented to them over the weekend and tonight. It was questioned whether one person could make a motion for both boards, and Ms. Hopkins withdrew her motion.
Mr. McKinley moved that the Natick Board of Selectmen accept the document. Seconded by Mr. McKinley. No vote was taken. After further discussion a subsequent motion was passed.
Mr. Hughes inquired as to the status of the coalition agreement and was told by Mr. Sisitsky that there was a separate agreement with the Foundation and the hospital.
Mr. Hughes referenced #17 of the document, which said that the agreement replaced the coalition agreement between MetroWest Health Partners, Inc., MetroWest Health Care Coalition and Tenet. He noted that he didn’t know what was in that agreement and inquired if the Coalition and Health Partners were all in agreement that this replaced that agreement. He (Mr. Hughes) questioned what was in the agreement and what was being given up.
Mr. Sisitsky pointed out that it was an agreement just between those parties. If #17 were eliminated from the document, Mr. Ball didn’t think it would cause a problem. Again Mr. Sisitsky noted that those were separate documents between those parties and he didn’t see why the Selectmen cared if it was in there. Mr. McKinley responded that the Selectmen would be expressing support for it without knowing what it was and he didn’t want to sign a document that said he was agreeing to something without knowing what it was. He didn’t think there would be
any harm in eliminating the paragraph and saying the Boards chose to strike that paragraph because they didn’t know what’s going on.
Framingham Town Counsel Christopher Petrini advised that he didn’t think deleting the paragraph would be viewed as a material change, but Mr. Sisitsky questioned how that could be practical – signing a document without including paragraph #17.
Joseph Ricci, a consultant to Vanguard, felt that the point (raised by Mr. Hughes) was well taken and didn’t think it would minimize the impact of this document if it were deleted. It was understood that the Selectmen wouldn’t want to replace a document they weren’t party to, and he didn’t think it would have any impact at all if it were replaced with 16 vs. 17 points. He didn’t think the Public Health Council would look at it differently if the Selectmen signed a document with 16 vs. 17 points.
Ms. Esty commented that in the e-mails being sent it was indicated that they were all on equal status, but she would like to present the idea that the Selectmen were not equal with groups that have their own special interest. Framingham and Natick were the host communities and had to consider all of the citizens of their towns and not just special needs and that was what many of the groups in the coalition did.
Mr. Ciccariello asked if Ms. Esty was concerned that if the Selectmen were to sign this document that DPH may not consider the weight of the two boards. Ms. Esty responded that she thought these groups were looking for a place at the table in the future and she would like to make sure that the two boards were represented and not equal to these groups.
Both Mr. Ciccariello and Mr. Sisitsky pointed out that the local advisory board (for the hospital) provides for the Boards of Selectmen to make appointments.
SALE OF METROWEST HOSPITAL TO VANGUARD (contd)
Ms. Hopkins read the last sentence of #17 that ended by saying, ‘there are no other agreements or understandings with respect to the subject matter of this Agreement applicable to the Hospital or to VHS’. When asked if she was suggesting that #17 be left in the document, Ms. Hopkins replied that it should have at least the sentence she read. That acknowledges and we acknowledge that there were no other understandings. Mr. Ball, however, pointed out that the Board couldn’t say that with any assurance. He didn’t know that to be the case and it was like saying there was no life on Mars. He didn’t know.
Ms. Hopkins responded that the Coalition hadn’t come to any other agreement, and Mr. Sisitsky added that the people signing this agreement were stipulating to that fact.
To Mr. Petrini it sounded like Vanguard was saying they would not be terribly upset if #17 was deleted, and he thought it was fine to sign it with that section out of the document.
Mr. Ball moved that the Natick Board of Selectmen vote to delete #17 from the document. Seconded by Mr. Hughes and unanimously voted.
Ms. Esty moved that the Framingham Board of Selectmen vote to delete #17 from the document. Seconded by Mr. Sisitsky and unanimously voted.
Mr. Ciccariello inquired if the preference was to review the document from the beginning. Mr. Ross responded that he had read what he believed was the finished version and was comfortable. He didn’t feel the need to go through the changes.
The other members of the two boards were polled and Ms. Hopkins, Mr. Sisitsky, Ms. Esty, Mr. Connolly and Mr. Ball indicated that they were comfortable with the document as it was and didn’t wish to go through the individual items. Item 8 of the draft showed a deletion and Mr. Hughes inquired as to what was deleted. Mr. Petrini explained that it was simply a formatting change.
Mr. McKinley had one item he wished to discuss - #9 Health Care Disparities. His concern was only specific to the part that said “and to assist such organizations in conducting outreach and other programs intended to identify, educate and find solutions for health conditions particularly affecting the African American and Hispanic communities”. Mr. McKinley stated that he objected to enumerating any specific demographic racial group. The Brazilian population was larger than either of these two groups and what the demographics would be in five years from now was unknown. He would be seeking to have that portion of the paragraph struck. He had no problem acknowledging that there were health care disparities between groups and the MetroWest Medical Center should be assisting these groups. His
only problem was enumerating specific groups.
Ms. Hopkins replied that there were studies documenting the health care disparities in these groups. This has been brought up a number of times and there were studies showing the African and Hispanic disparities, but nobody had studied the Brazilian and Russian population.
Mr. McKinley felt that Ms. Hopkins was making his point and she responded that the concern was about health care disparities for the African and Hispanic communities.
Natick Town Counsel John Flynn noted that lines 2 and 3 of #9 refer to health care disparities that may exist or may rise. He suggested consideration of deleting the language in line 4 and 5 and replacing it with “such health care disparities”. That would include those studied to date and those that would be studied.
Ms. Hopkins objected strenuously. She noted that one of the things the Foundation will be working with was determining what needs to be done with the disparities that exist in the African American group. This was not lightly put into the agreement. The African American
SALE OF METROWEST HOSPITAL TO VANGUARD (contd)
communities feel they are invisible and she would be concerned if the Boards felt those two references had to be removed.
Mr. McKinley supported Mr. Flynn’s recommendation, adding that the issue was not that African Americans or Hispanics don’t have a unique disparity and he wasn’t promoting that the Foundation not focus on those. The issue was that the Selectmen had a responsibility to represent all their members of the community and he could not in good conscience enumerate one or two groups at the expense of others. The language suggested by Mr. Flynn did not exclude any group. If the Boards allowed the language to continue endorsing an emphasis of the two groups at the expense of all the other groups in the community, how could you tell the Brazilians and the Russians that they were important but not as important.
Ms. Hopkins countered that they (Brazilian and Russian) may or may not be able to show there was a health care disparity, but it was known that a disparity exists in these two groups. She was distressed that the only thing that specifically said anything about the African American and Hispanic communities, Mr. McKinley wanted to remove.
Mr. McKinley emphasized that it was not a personal issue. He was only focusing on it because he was trying not to discriminate in any way. Ms. Hopkins responded that she didn’t see it that way and recognized that she and Mr. McKinley disagreed.
Mr. Sisitsky proposed a compromise so that it talked about all groups and said it was including African American and Hispanics where it was determined that a health care disparity existed.
A member of the audience Jeffrey Phillips requested an opportunity to speak. Although not a public hearing Mr. Ciccariello felt that the matter under discussion affected the community and he would accept comment from the public.
From the perspective of this being an agreement that Vanguard had to sign, it seemed to Mr. Phillips that #17 was something Vanguard may want to have in there and not be obligated to the old one. Mr. Ciccariello pointed out that Vanguard could sign a separate agreement with the other parties.
With regard to #9, Mr. Phillips noted that these were documented disparities and all #9 did was recognize that that had been identified. This was an example of how a disparity was identified and we continue to look at the community to see who was not being served. Mr. Phillips further noted that there were a number of words used generally with common understood meaning that may not end up being understood when it was done, i.e. disabled and elderly, underserved, was the primary service area defined somewhere since it was used to determine membership on these two boards.
Going back to the conversation on #9, Mr. Ball suggested language starting on line 4” “for such health care disparities including but not limited to those affecting the African American and Hispanic communities”. Ms. Hopkins found that language satisfactory, but she didn’t know if it would be satisfactory to the other groups signing the agreement. Mr. McKinley had no objection to Mr. Ball’s language.
In response to Mr. Phillips’ question, Mr. Ciccariello asked if there was a description of the primary service area. Mr. Petrini believed that it was previously identified when the transfer happened with Tenet. He noted that this agreement had gone down a long road without it being identified, but he could find it somewhere in some underlying document. As to underserved and elderly, Ms. Hopkins thought that it might possibly be defined in the CMR that talked about free care.
If the agreement was going to be redrafted for execution tonight, Mr. McKinley suggested that perhaps the other organizations should be deleted so it was just an agreement between the two boards and Vanguard. Mr. Sisitsky pointed out that if it was redrafted and the
SALE OF METROWEST HOSPITAL TO VANGUARD (contd)
only signatures were the two boards, it was not really an agreement with the other agencies and Vanguard. There were a lot of sections, i.e. #12 referencing those agencies and would that be pulled out of the draft because those organizations weren’t signing this draft. They were signing the main draft. With only the two boards signing the redrafted agreement it would no longer be an agreement, but a stipulation of the boards’ position.
It was Mr. Ciccariello’s understanding that if the two boards agreed to sign tonight, all the other parties were ready to sign. Mr. Sisitsky noted that they (other agencies) would have to agree to sign something that was a little different.
Mr. Petrini suggested the possibility of the boards agreeing to sign the document with an asterisk that said the respective boards agreed to sign the existing agreement with #17 deleted and a language change to #9. If the others signed the agreement with the understanding that those items were being taken out, he thought they would still be bound by it. If the agreement was just between the two boards he didn’t think they would.
With respect to the issue he raised, Mr. Phillips noted that to think there might be something in the CMR’s that defined (the term) wasn’t the same as knowing. Just recently there was a case where companies with union agreements told employees they were no longer covering health insurance benefits when they retire because when they (companies) said lifetime they meant the lifetime of the contract and not the employee. If some of the terms weren’t defined now, down the road dealing with the simplest terms will create the biggest problems.
Mr. Ball explained that this was a document that attempts to convey to the Public Health Council the sentiments of the community and the signatories. It was not intended to be a legal binding document. It
was a suggestion to the Public Health Council on what conditions they might recommend to the DPH to be put on the transfer. This was a conveyance of sentiment and while he agreed that everyone probably had different ideas of elders, the idea was to convey a sentiment and it was the responsibility of others to trash it out. He didn’t think it was appropriate for the Selectmen to try to start defining these terms this evening.
Mr. Ross stated that he would entertain a motion that the Framingham Board of Selectmen accept the agreement with the modification suggested by the Natick Board of Selectmen on #9 and as previously voted striking #17. In addition there would be an asterisk by his (Mr. Ross) signature explaining the removal of #17 and the wording change in #9. So moved by Ms. Esty, seconded by Mr. Sisitsky. The motion passed on a 3-1-0 vote. Mr. Ross, Ms. Esty, Mr. Sisitsky voted in favor. Ms. Hopkins was opposed.
Mr. Hughes moved that the Natick Board of Selectmen accept the agreement with the modification suggested on #9 and as previously voted striking #17. Seconded by Mr. Ball and unanimously voted.
Mr. Hughes then moved to direct the Chairman to sign the document on behalf of the Natick Board of Selectmen. Seconded by Mr. Ball and unanimously voted.
Speaking to the motion, Mr. Connolly inquired as to why Ms. Hopkins was opposed, and Ms. Hopkins responded that she was opposed because everyone worked diligently doing this and everybody else agreed. She was in favor of leaving the document alone.
Mr. Petrini noted that Jane Gorda, Public Health Council hearing officer, would have to be notified ahead of time of who was testifying on December 21. It was Mr. McKinley’s opinion that if both boards signed this agreement, there was no need for testimony. Mr. Petrini responded that that would be his reading but he would leave it up to the boards and the two boards would have to make a policy judgment as to whether they wanted somebody there, but that person would be bound
SALE OF METROWEST HOSPITAL TO VANGUARD (contd)
by this agreement. Mr. McKinley felt that Ms. Gorda had made it clear that she was hoping all the parties would produce the same or substantially the same agreement and there would be no need for a public hearing.
Ms. Hopkins noted that if the other groups were not willing to make a change around the health care disparity clause and it was tomorrow morning, it was too late to do anything. Mr. Ciccariello didn’t see it as a problem. Ms. Hopkins took issue with Mr. Ciccariello’s comment that it was just some wording, noting that the whole thing was just words. If another group didn’t want to sign the agreement because of a couple of words they could file their own agreement and the Public Health Council could reject both. Mr. Sisitsky pointed out that nobody was asking the other groups to make the same changes. The two boards were just indicating that they were signing the agreement with a few
minor changes. Mr. Ciccariello added that the boards were only identifying the exceptions they were taking and if other groups wanted to have exceptions they could.
Ms. Hopkins stated that a long time was put into negotiation and she would hate tomorrow morning to see that some groups sign and others would not. Mr. Ciccariello responded that he was hearing that everyone was willing to sign it, but tomorrow another group could say they were not willing to sign it. Official correspondence hadn’t been received that the groups were ready to sign, but this morning he heard that everybody was ready to sign it. The Selectmen should take care of their business and the other groups should take care of theirs. The two boards voted and made their decision and should move forward.
In the event that something happened to this agreement and other parties couldn’t agree on signing it, Mr. Sisitsky noted that the document the boards signed would get submitted to the Public Health Counsel so they would have something in front of them. Mr. McKinley re-enforced what Mr. Sisitsky said and suggested that Counsel be instructed to be sure a copy of the signed document was forwarded to the Public Health Council by tomorrow which was the deadline. It was possible that one or more of the other groups would not sign, but it was not the Selectmen’s concern. The Selectmen’s concern was for the two boards to come to an agreement. Like Mr. Ciccariello he thought it was time to move on.
Mr. Lemnios noted that this document contemplated all the signatures, but there was no guarantee everyone would sign so perhaps there should be a second document coming from both boards memorializing the language with the slight change. He inquired if Vanguard would sign a document independent of the groups.
Mr. Ciccariello felt that the two boards had agreed to sign the document and have it submitted to the Public Health Council immediately. If for some reason the morning of the hearing someone got up and said they didn’t sign it for whatever reason, the Public Health Council would take that into consideration. If Vanguard refused to sign, the Public Health Council may say there was no agreement in place and would continue the public hearing.
Having heard two different deadlines – the 14th and the 20th, Mr. Sisitsky noted that if the deadline were the 20th there would be time to see what the other groups do with the agreement.
Mr. Ricci advised that the DPH had set a staff deadline of the 14th. Traditionally they put together an information packet a week before the hearing that would include an analysis of Vanguard, a financial analysis, and any and all correspondence from the various communities. Something could still go into the Public Health Council and if that group had standing it could be received as an addendum to the staff report. He suggested the same advice as Mr. Petrini - doing an asterisk or addendum that the Boards of Selectmen have signed this
SALE OF METROWEST HOSPITAL TO VANGUARD (contd)
agreement with the following changes to #17 and #9. If the coalition wanted to do an asterisk they could do that as well. He thought that would be better than preparing multiple documents.
It was Mr. Ciccariello’s understanding that that was what the boards just did.
Ms. Hopkins commented that this was an agreement with Vanguard, not a statement. This came from Vanguard. Vanguard discussed this with the groups and edited it through their lawyers and said this was what they were willing to sign. What the Public Health Council will be looking at was an agreement and they (Public Health Council) will use that for conditions of the transfer.
Mr. Ciccariello reiterated his position that if other groups agreed to include #17 as part of the agreement, the Boards weren’t going to object to that. The two boards were just taking an exception because they didn’t feel they had enough knowledge to agree to it. They were not taking a position for or against it.
Mr. Ball felt the suggestion of an asterisk was a good one – that the original document be signed with a tag that said the Selectmen’s signatures were contingent upon the understanding that issue was taken with the following two things: removal of #17 and #9 language. He didn’t believe the Board of Selectmen should be involved in an agreement between other parties, but he believed there was merit in signing the agreement before them with that addendum.
Mr. Ball asked if Ms. Hopkins would change her vote, but Ms. Hopkins said no. To her it showed the invisibility of the African American community.
Mr. Connolly asked about sharing that sentiment in the asterisk – that the thought was to address the problem without picking one group over another. Ms. Hopkins assumed that Vanguard would be willing to talk about other groups having health care disparities, but they hadn’t agreed to that.
Mr. Ross noted that the Natick Board had taken a vote to designate the Chair to sign the agreement. Even though he had mentioned that in the motion, Mr. Ross preferred to have the Framingham Board of Selectmen formally vote to authorize him to sign. Mr. Sisitsky moved to authorize the chairman to sign the document on behalf of the Framingham Board of Selectmen. Seconded by Ms. Esty and unanimously voted.
Discussion then centered on the logistics of making the agreed upon changes and signing the document. Mr. Flynn recommended that whether the two sections were asterisked or there was a statement added, that something appear before the signature line. This was a contract and if it was being filed with the two changes that should be clear.
Mr. McKinley advised that Ms. Gorda relayed to him that she was expecting the document by December 14, 2004. With respect to the other groups, Mr. McKinley stated that his number one priority was on behalf of the citizens of Natick to represent their interest and he wasn’t going to sit around any longer wordsmithing these agreements. It was more than adequate for the DPH to understand their sentiment and he was willing to bet that whatever other changes the other groups make will be equally subtle.
Ms. Hopkins read an e-mail from Mark Rich indicating that if this was the final document DPH could be provided with an unsigned copy so they could begin their work. The agreement could then be signed toward the end of next week with a press release prior to December 21.
Mr. Ciccariello, however, felt that the two boards voted on this and it should be signed and not risk not getting something in by December 14. The Selectmen were representing their communities and he felt the agreement should be signed and filed now.
SALE OF METROWEST HOSPITAL TO VANGUARD (contd)
Mr. Sisitsky had a non-red line version on the computer in his office and it was decided that he would return to his office and e-mail that version to the Selectmen’s office. A recess was called at 8:15 p.m. to give the two Town Counsel’s an opportunity to insert the exceptions into the agreement and get it prepared for signature.
At 8:40 p.m. the agreement was signed by Mr. Ross as Chairman of the Framingham Board of Selectmen and by Mr. Ciccariello as Chairman of the Natick Board of Selectmen.
EXECUTIVE SESSION
Mr. Hughes moved that the Board enter into executive session for the purposes of discussing matters pertaining to litigation. Seconded by Mr. McKinley. A roll call vote was unanimous and the Board retired to executive session at 8:45 p.m. after announcing that the meeting would not return to open session
ADJOURNMENT
The meeting was adjourned at 9:15 p.m.
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Charles M. Hughes, Clerk
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