Board of Commissioners - Regular Meeting

stream test September 21st.

Good afternoon, everyone. We would now like to call this meeting to order. Before we get started there, we would ask everyone to stand for the Pledge of Allegiance, and then we will follow up with an invocation from Commissioner Cheryl Stallings. So please remain standing once you do the invocation.

Do I invite you all to remain standing and pray with me or have a moment of personal reflection or meditation? Creator God of many names, we give thanks for this day and for this opportunity to gather together to make decisions on behalf of our community. We give thanks for our residents, our community partners, our county staff and employees, and our commissioners. We know today's meeting involves very important information and very important decision making. Thank you for all the voices who have shown up in so many different ways to express their views and their love and gratitude for Wake Med. And for all the care and compassion that Wake Med has delivered and continues to deliver to our community, we give sincere thanks. In our meeting today, please grant us wisdom and guidance as we work in service for the people of Wake County. Amen.

Thank you, Commissioner Stalin, for the invocation. Again, good afternoon, everyone, and welcome to today's meeting. We begin today's meeting with the items of business, and the first item of business is approval of our agenda. Is there a motion to approve?

Motion to approve the agenda. I second it.

I have a motion to approve by Commissioner Thomas and a second by Commissioner Stallings. All in favor, please say aye.

Aye.

Those opposed, please say no. Not hearing any, the motion passes. Next, approval of the minutes of the regular meeting of August 17, 2026. Is there a motion to approve the minutes?

Motion to approve the minutes of the August 17th meeting. I second it.

We have a motion to approve the minutes of August 17 by Commissioner Waters and second by Commissioner Stallings. All in favor, please say aye.

Aye.

All those opposed, please say no. Not hearing any, the ayes have it, motion carries. And the next thing is on our agenda, which I'm so proud for us to be able to do this today, is that we want to present a proclamation for our wonderful hurricanes. So I will be reading the proclamation and Brian Falk will be coming forward to receive it. So I'll meet you at the podium.

Good afternoon.

bring forth this proclamation for our wonderful hurricanes. So Wake County Board of Commission proclamation recognizing September 21st as Canes Day in Canes County.

Yeah.

Whereas the Carolina Hurricanes in Wake County's hometown hockey team, exciting local fans with their fast-paced play and incredible talent. And whereas the Canes clinched a Stanley Cup victory over the Las Vegas Golden Knights, making the Canes the champions of the 25-26 National Hockey Series. And where thousands of Wake County residents fill the streets of downtown Raleigh to celebrate the big win during the Stanley Cup parade, showing the world that this is truly Keynes County. And whereas the new hockey season starts on September 29th, and Wake County wants our reigning champs to know that we're behind them all the way. And whereas sellout crowds at Lenovo Center, the loudest house in the National Hockey League, We'll help cheer the Canes on to another Stanley Cup victory. Now, therefore, be it resolved that the Wake County Board of Commission does hereby proclaim September 21st as Canes Day in Canes County and encourages all residents to wave their rally towels with pride and wear their jerseys with honor as we applaud the team's phenomenal win and look forward to another outstanding season. adopted this 21st day of september 2026 signed by me don miles chair of the wake county board of commissioners i'm happy to make that motion sir so at this time i hear a motion from commissioner thomas i will second that and second by commissioner evans all in favor please say aye aye All those opposed, please say no. Not hearing any, the ayes have it. Congratulations.

Mr. Chair, commissioners, thank you very much for the proclamation. Thank you for all your support. I have had just sitting here thinking I've had so many conversations with so many of you over the years about how our team's doing, what the season looks like, and to be sitting here talking to you today with that sitting right there is kind of cool. So very happy to be here. Very quickly, as much fun as we've all had the last two and a half, three months, going back to June, all the way through the playoffs, our whole community, county, state has had. I do want to take a moment, you know, and we're praising our players, praising our coaches, but a thank you to the commission going back. 30 years, the people who were on this commission that made the decision to support and invest in bringing a professional ice hockey team here to Wake County, that wasn't as surefire of a thing as it seems right now. It wasn't without criticism. Everybody didn't necessarily get a pat on the back when you guys made the tough calls to make that happen. And then again, two and a half years ago, when you all made the decision to reinvest in the team, reinvest in the Lenovo Center, and keep... this partnership going for another 20 years. Without those decisions and without your support, we didn't have thousands of members of the international media show up in Wake County to support our team and to see Raleigh. We weren't on national TV having essentially, or international TV having kind of an infomercial for Raleigh. the city and the county every other night on ABC or ESPN or TSN. And then most importantly, we wouldn't have had 200,000 people show up in downtown Raleigh all as one and celebrate together. So on behalf of our owner, Tom Dundon, our players, our coaches, our staff, and all of our fans, thank you for your partnership and allowing this to happen and letting us bring this cup down here in the proclamation today. So thank you very, very much.

Thank you. The next item on our agenda, Steve, and we refer to our county manager was retiree recognition. County Manager David Ellis. Great.

Thank you, Chair. I just want to take a moment and recognize Tammy Bonas with Public Health and Robert Fleer with the Wake County Sheriff's Office. Traditionally, I would read their bios, but we had a snafu and their bios didn't load, so we will recognize them at the next meeting, but just wanted to informally recognize them for their years of service. Thank you.

Thank you, County Manager Ellis. Next item on our agenda is the consent agenda. As a reminder, all items on the consent agenda are considered to be routine and may be enacted by one motion. So at this time, is there a motion to approve each item in the consent agenda?

I move approval.

We have a motion by Commissioner Stallings. Is there a second?

Second.

Second by Commissioner Evans. All in favor, please say aye.

Aye.

Those opposed, please say no. Not hearing any, the ayes have it. Okay, and there we have come to our general public comments. And there are three opportunity for residents to speak today. If you are here to speak about the affordable housing report or the business incentive agreement, please wait for those public hearings later in the meeting. Now we will start the general public comment period. If you're here to speak about the Wake Med question, this will be your opportunity to speak. Attendees had an opportunity to sign up using our online sign up app. We've also provided the opportunity to sign up here in person before the meeting began. To keep the comment period moving, I will call several names at a time. When I call your name, please come to the front and wait your turn. And we will start the comment by giving us your name, share what part of the county you reside in, then you will have up to two minutes to speak. When you have one minute left, the yellow light will come on. When your time has elapsed, the red light will go on. If you're still speaking at the end of your time, I will ask you to complete your sentence. In the interest of fairness, everyone, I'm going to try to be consistent about that. Please know that Commissioner will not respond to comments shared today. This comment period is a time for us to hear from you. I will be calling the names first on the list. And the first name on there is Adwa Asante. Christa Brady, Aaliyah McNaugher, I think that's the correct pronunciation of it, correct me, Kate Ziegler, and Cheryl Carter. That'll be the first five. Please.

Afternoon, Commissioners. My name is Adjoa Asante, and I live in Wake County. I'm here because people I love are alive because Wake Med was there when they needed it. When my husband was in high school, his mother suffered a massive stroke, and Wake Med was about five minutes from their home. She survived. The stroke changed her life, but the speed of care helped preserve her life and helped preserve a young man's relationship with his mother. Years later, a dear friend was badly injured in a car crash and she broke several bones and needed multiple surgeries at Wake Med. Her nurses knew her by name and they welcomed the church community that helped sustain her. Commissioners, you must vote no on this deal. That kind of care cannot be reduced to a balance sheet. That kind of care cannot be reduced to salary increases. Wake Med matters because when people are in crisis, it is there. It is there for strokes. It is there for trauma. It is there for surgery, recovery, and the long road after the emergency. County commissioners, you must vote no on this deal. My concern is that this atrium takeover puts that local accountability at risk, and when a massive hospital system takes control, decisions about staffing, supplies, budgets, and services can be made farther away from the patients and families who live with the consequences. Commissioners, you must vote no. Atrium and Wake Med are promising investment, but promises do not staff a trauma unit. Promises do not make sure nurses have the time and resources to care for patients as whole people. Promises do not protect the kind of care that saved my family and friends. If this deal is truly good for patients, then every protection should be public, specific, and enforceable. If it is not, the commissioner should not approve it. In the past, Wake Med has been there for our families. Now we need you to be there for us and for Wake Med too. Again, county commissioners, we ask you to vote no.

Thank you. Brady?

Good afternoon, commissioners. My name is Krister Brady. I'm a local family doctor, medical educator, and rural health advocate. I'm here to express my opposition to the Wake Med takeover by Atrium. Every single day in clinic, I talk with my patients about the benefits and risks of treatment plans that we discuss. In the last few years, I've begun to add costs and access to specialty care as side effects. I want my patients to know what the true benefits of treatment are, but I also want them to know what the costs are, what the side effects are. Rising drug costs and decreasing access to many specialties are just general facts in medicine. I try to have real conversations with my patients every single day so they know that I'm in the fight with them. Fight, I don't use that word lightly. It feels like we have to fight for our patients. My concern is that with the Atrium takeover of Wake Med, doctors like myself and other medical providers will have to fight more and more for our patients' health. This takeover is extractive. The concessions made by Atrium recently show just how much this takeover was extractive from the beginning. Rather than adding to patient's care, more clinic conversations will need to invoke the word fight. We don't enjoy talking with our patients about the choices they make between food and medicine or their children's healthcare in lieu of their own. We know that this deal, if we can call it a deal, will raise the cost for all current Wake Med patients as well as insurance costs across the state. We know what happens when Atrium takes over local healthcare systems. We've seen it in other healthcare systems in North Carolina. We've seen an analogous takeover at Mission Hospital by HCA in Asheville. Prices increased, providers had much tougher time getting specialty services for their patients, and nurse and patient ratios worsened dramatically. My concern is that the beloved healthcare system of Wake Med will go the same way if this takeover is allowed to happen. I'll continue fighting for and with my patients. I don't want Wake Med providers and their patients to have to fight more than they already have to in this challenging healthcare system. Thank you.

Thank you. Next, Minot.

Good afternoon, Chair, members of the board. My name is Aaliyah Manigault. I'm the Health Equity Fellow for the North Carolina Black Alliance, and I'm a proud product of Wake County. At NC Black Alliance, we work towards a North Carolina where black communities have the political and economic power to make the decisions that shape their lives. That is why the proposed takeover of Wake Med concerns us. Wake Med belongs to our community, not corporate boardrooms. It was created to ensure that people could receive quality care regardless of their ability to pay. That mission is vital in Southeast Raleigh, where the population is roughly 65% black. Residents are being asked to trust that care through Atrium will remain affordable, accessible, and available. But when it comes to health care, a simple trust us is not enough. Atrium currently charges the state health plan 15 to 40% more than Wake Med for the same services. When I was seven, my family moved to Zebulon where we survived on a single income. If it weren't for doctors at Wake Med, my father would have succumbed to his injuries after a near-death experience left him bleeding into the street with a broken jaw and neck. When my sister suffered the tragic loss of her stillborn baby, it was the nurses whose comfort inspired her to become the doula she is today. We're now being told there's a price cap in this deal. But I want us to be clear, a cap on how fast prices can rise is not the same thing as affordable health care. When your family is navigating paying for care, an increase is still an increase. Commissioners, economic and political power is not simply having a seat at the table. It means having a voice at the table before decisions are made. Southeast Raleigh residents deserve that voice. Wake County residents deserve that voice. Wake up, reject this takeover, honor your accountability to us, and put community well-being over corporate profit. Thank you.

Thank you. Please silence your phones. I heard one going off there. Zickler?

Good afternoon, commissioners. So I'm Jewish, and today is Yom Kippur. It's the holiest day of the year when we are said we are closest to God and to the essence of our souls. It is the day of atonement, and atonement is about truth and responsibility, and it's about repair. And I hope that you take responsibility first for planning this vote on the holiest day of the year in Judaism, which excludes thousands of people from being part of this process. And for the commissioners today, I urge you to have a chance to stop the public wrong before it becomes irreversible. I'm going to read a letter from an anonymous doctor who could not be here today in fear of retaliation. Dear Wake County commissioners and residents of Wake County, I hope to show up in person to this meeting and read this letter myself. However, I firmly believe that expressing my opinions publicly would put me at risk of retaliation if this acquisition goes through. I'm a physician at Wake Med and a resident of Wake County. Like most of the people who work at our beloved hospital, I believe deeply in the value of Wake Med and in the Wake Med values pyramid where patients and families sit at the very top of our priorities. I am not an idealist. I know that healthcare as it exists today is far from perfect, but like so many of my colleagues and coworkers at Wake Med, I wake up every morning wanting to do my very best for whoever comes through the doors of our institution, just as I would want for my own family cared for in a moment of sickness, weakness, and vulnerability. I write this letter not on my own behalf, but on behalf of patients and residents of Wake County. I'm pleading with you to prevent this acquisition from going through. As a physician, I am driven by evidence. Every day I use evidence to guide my clinical judgment. I cannot knowingly ignore evidence simply because I wish evidence to tell a different story. Evidence surrounding healthcare mergers should concern us all. Study after study has shown the same outcomes. Care worsens, costs increase, frontline staff, including nurses, medical assistants, and other essential workers, become increasingly scarce and underpaid, and patients suffer. Even the subtle changes we have already seen at Wake Med are difficult to ignore. Both the physician executive and the chief operating officer have chosen to leave Wake Med before this acquisition. If this is truly such a great deal for our community, Why don't the people who have seen the most intimate private details want to stay and be part of it? Please stop this acquisition from going through. Thank you for all of your service to the public. I hope you know it's deeply appreciated.

Thank you.

Thank you.

Ms. Carter. After Ms. Cheryl Carter, then Kaylin Dean, Stu Ravine, Karen Ziegler, Catherine Martin, Brianna Miller, and Wayne Willam.

Good afternoon, I'm Cheryl Carter. I'm also with North Carolina Black Alliance where we have prided ourselves on building community partnerships over the last 25 years in Raleigh and Wake County and to what Aaliyah Manigault said earlier. I'm also coming to you as a mom, as a healthcare advocate, former Wake County educator, and case manager. I've literally dedicated my life to advocating for disenfranchised communities. That's working families, working mothers and fathers, and the people of North Carolina. Wake County has been my home for decades and Wake Med, as it is, has been a staple for my family and me. As an asthmatic with a history of respiratory illnesses, Wake Med has always offered excellent care and treatment to relieve my attacks and infections. When I went into anaphylactic shock after being bitten by fire ants, the medical professionals at Wake Med Apex rushed to administer life-saving measures to stop it. I now carry an EpiPen because of that. In 2015, I was rushed to Wake Med in Garner, and I had intense stomach pains, found out it was my gallbladder, They did emergency surgery and I had excellent care from every medical professional there. And it is that type of delivery of care that concerns me and puts the risk for patients and families like mine. I also get my annual mammograms and my PCP is with Wake Med. I can't imagine how I would have fared through any of these if higher cost or delivery of care had been compromised which has happened where Atrium has expanded. With this proposed merger, this would only expand their footprint and we've seen how that works. So I ask you and urge you to please vote no.

Thank you. Dean. Yes, Dean, last name Dean.

Good afternoon, commissioners. I am Khalil Fahimuddin, a Raleigh native and a member of the men of Southeast Raleigh. When Wake Med opened as Wake Memorial Hospital, due in large part to the advocacy of community leaders such as Dr. George C. Denham and others, the community understood that A public hospital carried a public promise, care for the poor, the injured, and people other institutions had left behind. The history is not ceremonial. It is a promise carried forward by patients, workers, taxpayers, and black physicians who have served this community. This is also personal for my family because my 83-year-old mother has had this same cardiologist for the past 20 years. The doctor knew her medical history, including her serious cardiac care. Then a coverage decision disrupted that relationship, and we are still today trying to help find a path forward. At 83, continuity of care is not a convenience. It is a safety. It is a trust. It is decades of knowledge between a patient and her doctor. That is why I'm deeply concerned about giving control of Wake Med to Atrium and Advocate Health. Under this deal, the Atrium would become the sole member of Wake Med. That means the real power over Wake Med's decision-making and future would move away from Wake County and this board and its taxpayers into the hands of a massive multi-unit system. Atrium has demonstrated on a consistent record of raising the cost of similar services at each facility they take over. As costs increase, by default, already unaffordable insurance premiums increase. Atrium's promises are not enough when patients care, doctors, services, and bills are on the line. Commissioners, please honor Wake Med's history and protect its future. Do not give away the public safeguard. Block this merger.

Vote no on the terms. Thank you. Thank you. Stu?

Hi, my name's Stu Ravitz. I live in Wake Forest, but I'm gonna read a letter from a family here in Wake County who couldn't be here today. When my late husband and I retired in North Carolina in 2011, we had a simple requirement. One of these was to live within 20 minutes of a great hospital. Wake Med fit that bill perfectly. Little did I think at the time how big a role Wake Med would play in our lives. With increasing health issues, we relied on Wake Med doctors for most of our needs. All interactions have been with the hospital over the years have been nothing but positive. Doctors who treated us, the nurses who cared for us, the staff that brought us food, the list is endless. Wake Med is not just a building. It provides a healing environment that goes beyond expectations. The excellent care we received is one that's just not efficient, personal, but most of all, we always felt cared for and comfortable in the environment. The hospital staff work well together and genuinely care for all, and it excludes a closeness that can't be easily replicated. The influx of another entity would make it difficult to maintain that spirit of camaraderie that's an integral part of Wake Med. Corporate takeover would be diluting something that works, like adding water to a good soup. It may feed more, but it won't be as good. I'm adamantly opposed to the corporate takeover and see no value to the community in such a merger. If Wake Med needs to be bigger, it should do so from within, starting with the talent it already has and growing is a measured way. There is no advantage whatsoever in Wake Med for the proposed merger. Neither the hospital nor the many patients who have been through the doors in the hospital. Wake Med has helped so many in our community and everyone has a story. Please keep Wake Med healthy. It does not need fixing. I urge you all, vote against this merger. Thank you.

Thank you. Karen.

Hi, my name is Karen Ziegler. Thank you for listening to us. I'm a retired nurse who traveled around Wake County a lot as a hospice nurse. Then I was a staff nurse and a nurse practitioner. I've experienced a couple times the effects of a corporate takeover by a large for-profit entity like Atrium. I worked for a small hospice that just offered spectacular care. It was bought by a corporation and the care changed completely. It still breaks my heart to think about how it changed and how we'll never get that back. What happens is that patient care suffers and the already difficult work of nurses and doctors and staff becomes close to impossible. Going to various people's homes, I have witnessed how much people struggle, not only to afford their health care, but also to simply afford food and rent. And then when bill collectors come trying to collect the bill for health care, which we know is going to increase if Atrium is allowed to go through with this, People are stretched to their absolute limit and beyond. I remember a family of three disabled people barely able to afford food who were harassed by aggressive collectors of the medical bills of a loved one. An uninsured man to whom I had to say as a nurse practitioner, this is the treatment that we could give you for your cancer, but the corporation that owned the hospital would not give him that treatment. because he did not have insurance. Healthcare should not be a for-profit business. It should be a human right. And providers who work for corporations, I speak from experience, are squeezed by human productivity quotas that are designed by people in boardrooms. Healthcare under these conditions is not about healing or healthcare. It's only about profit for the people who already have too much money. This merger would move Wake County decisively in the wrong direction. We are tired of corporations bleeding us dry, and we really are tired of elected officials who help them do it.

Okay, Catherine Martin, Brianna Miller, Wayne Wilhelm. And then we will go to Grant Welch, Terrance Dewberry, and Elady Reynolds.

Good afternoon. My name is Kathy Martin. I am a Wake resident in District 4. This is my third time talking to you all about this. And while the deal on the table has gotten better, There are still problems and worst, there's still so much we don't know. First of all, my number one question is what's the rush? Wake Med is not hurting for cash. Wake Med does not need this decision this month or even this year. What is the rush? Why are we rushing into this decision when it doesn't need to happen? And specific to the few details that have been given out, why only double the original commitment to indigent care? Why can't we support the existing level of indigent care? And what does stronger language around the $2 billion commitment actually mean? We need details. And what does loosened sum of atrium's control over Wake Med mean? Are you all gonna have a voice in how Wake Med is run in the future or not? We want to know. We need to know. please vote no on this deal today we need to talk we need to continue to push we need to continue we can talk but we don't need this deal thank you yeah thank you ma'am brianna miller

Hi, my name is Brianna Miller, and I'm an advocacy manager at United States of Care. US of Care is a national nonpartisan healthcare policy and advocacy organization that brings people's experiences to the decisions that shape our healthcare system. Our mission is for everyone to have access to quality, affordable healthcare regardless of who they are, where they live, or how much money they make. We are concerned about the proposed merger between Wake Med and Atrium's impact on the cost, access, and quality of care for Wake County residents who rely on Wake Med for their care. We are concerned about the lack of transparency surrounding this deal and what that may ultimately mean for Wake County residents. The research is clear. Without proper oversight, consolidation raises prices, threatens access, and diminishes local control. North Carolina's hospital market is already among the most consolidated in the country. Wake County residents deserve binding, enforceable, and transparent commitments on prices, services, and accountability before it's too late. Patients are already telling us this is a problem. In statewide polling, 74% of North Carolina voters across the political spectrum say they've skipped or delayed care because of cost, and 70% say consolidation has already caused them a financial or logistical hardship. Black and Hispanic communities face disproportionate financial burdens, interrupted treatment, and loss of provider access when compared to the state as a whole. If you don't put your finger on the scale in favor of your communities and communities with lower incomes who are systematically left behind, the funding from this deal will not flow to benefit them. Wake County residents deserve enforceable, transparent protections, not promises. Once a merger is approved, the leverage to negotiate these protections is gone. This is the moment for accountability. There is precedent for this, like over in Indiana with Union Health and the Terry Haupt merger, which established enforceable price protections to ensure patients were left seeing higher bills, among other protections. Wake Med has admitted this will raise prices and the research here is clear. It is your job to protect the interests of Wake County residents. You must ensure there are binding price protections. You must ensure investments flow to low income communities and support public health. You must ensure you have a voice after the merger and can hold the system accountable.

Okay ma'am, your time is now. Thank you so very much. Wayne Willem.

Good afternoon, commissioners, and thank you for your time. I'm Reverend Wayne Wilhelm, first vice president of the Raleigh Apex NAACP, tri-chair of the North Carolina Poor People's Campaign, and member of the men of Southeast Raleigh. The decision before you today is what happens when public interest collides with corporate power, money, and influence. The people who placed you in these seats, they don't have those things. They have their voice and they have their trust in you. And that trust comes with a responsibility. I understand that these decisions can be complicated, but public service was never meant to be about choosing the most powerful voice in the room. It's about giving voice to the people who aren't in it, the families who need affordable, accessible care, the nurses, physicians, and the staff who built this system. These are your neighbors, your constituents, your families, and all of us who are one diagnosis away from needing health care. Elected officials are not elected to advocate for those who already have power. You have been elected to advocate for the people who gave you their trust, and that means sometimes saying no or wait. It is about asking the people you represent what they believe is best. That is the responsibility of all elected officials when they take office. We know that Wake Med is financially strong. Its own CEO has said it is not failing. The $2 billion investment was not what we were first told. And only after public pressure did that shift. Yet we still don't have that shift reflected in the document that you will vote on today. And even if Wake Med someday needs a partner, this community deserves one that is truthful, honest, and transparent from the first day and not the last. For months, residents have packed churches and this chamber, and they've asked for time, they've asked for transparency, and they've asked for their voices to count as more than a formality. We are asking you to vote no or at the very least to delay this until we can understand, until we know what has been added just 72 hours ago. Sometimes leadership isn't compromised with power. Sometimes it's having the courage to stand up. Thank you for your time.

My name is Grant Welch. I am the Communications Workers of America North Carolina Legislative Political Director. CWA represents over 9,000 workers across the state in multiple industries, including 1,500 right here in Wake County. Today marks the fourth anniversary of my younger brother's passing. A day that I commend the care he and my family received at Wake Med with dignity and respect, two items that are sure to disappear. I'm not here to tell you this deal has no upside. I'm here to tell you what it will cost the people who live here and to ask you to look at that cost honestly before you vote. Let's start with money, because that's what this is about. When Atrium acquired Wake Forest Baptist in 2020, it promised the same things you're being promised today, investment, growth, better care. Four years later, independent researchers at Brown University found prices at the hospital had risen 28%. nearly a third faster than the rest of North Carolina's hospitals, not because care got better, because a competitor disappeared. The state health plan, which covers 750,000 teachers, retirees, and state employees, none of whom get a vote today, has already done the math on what happens here. Atrium charges 15% to 40% more than Wake Med for the same procedures. The plan's own administrator projects premium increases of $7 to $11 a month for every single member, whether they set foot in a Wake Med hospital or not. That's not speculation from opponents of this deal. That's the state's own health plan telling you what's coming. Now let's talk about who's actually accountable for that. Wake Med will keep its 501c3 paperwork, it will keep its name, its licenses, its logo on the building, but it is converting from a non-profit that answers to no one outside itself into a single member non-profit with Atrium as that sole member. That is not a partnership. That is a change of ownership dressed up in governance language.

Okay, sir. I hate to cut you off, but your time is up. Appreciate it. Thank you. Terrence Dewberry. Then Reynolds, Rebecca, Cerise, Satish, Garamello, Kelly Walton, Catherine Johnson. Go ahead, sir.

All right, Terrence Steberry, president of Triangle Labor Council, representing over 10,000 people in the Wake County area and 20,000 in the surrounding areas. Every patient and taxpayers in Wake County want to know a fundamental question tonight, on this evening. What's in the fuss? What's the whiffle? Because we can actually expect from this merger It's not Medicare, it's higher insurance premiums, reducing local access and corporate controls shipped to Charlotte. Earlier this week, we contacted Commissioner Jackson, suggested that essentially it's a done deal. And that's the commission has no power. That is simply not true. You hold the charter agreements, you control the transfer rights without explicit vote. to amend Wake Med's governing documents. Atrium cannot take over our public community access. You are the ultimate authority, and pretending your hands are tied ignores the democratic responsibility you owe your constituents. So what's the rush? Atrium has tried to ram this transaction through from day one. In May, they attempted to slip this monumental handover onto a consent agenda without public comment or debate. Wake County is operating from a position of strength, There is no physical collapse, no emergency, and zero justification for this manufactured urgency. In less than two months, we will be electing new leadership to this very board, including candidates endorsed by the Triangle Labor Council as Ms. Jackson, and we will not step back from this vote. We expect you all to delay this vote and stand with the people that elected you. Thank you.

Thank you. Mr. Reynolds?

Good afternoon, commissioners. My name is Ailey Reynolds. I live near State Campus, and I'm a long-term patient of Wake Med. I was a patient there, once again, just a handful of hours ago. Due to that health issue, I'm having a little trouble speaking today, but I wouldn't be here right now if it weren't for the incredible availability and quality of care at Wake Med. Chronically ill individuals like me are increasingly sidelined and discriminated against in healthcare, and Wake Med is unique in that it values us equally. I need you all to understand that it is your responsibility to serve the community as a whole, not the interests of a wealthy few. The people Atrium brought here to speak today are not speaking for the community, they are speaking for our corporation. When these sorts of deals happen, staffing cuts soon follow. That means lower nursing patient ratios, more stressed staff, more mistakes, longer wait times, lower quality of care, less insurance coverage for post-emergent care, and less community. Patients need to be involved in their care and form a relationship, continuity of care with their providers. This deal will do the opposite by placing power outside of the county and the community. This deal is about money, not patients or providers. This deal will kill people. Put your community first. Put the patients first. Vote no. Thank you.

Thank you. Rebecca, then Satish, then Kelly, then Catherine, Charles, in that order.

Hello commissioners, my name is Rebecca Cerise and I'm the director of the Health Advocacy Project at the North Carolina Justice Center based here in Raleigh. And we're asking you to vote no on this takeover. None of the recent changes address the concerns that we have been raising from the start. Control of our local community hospital will still be going to Atrium Advocate Health, one of the largest and most expensive healthcare systems in the country. These price caps negotiated at the last minute do nothing to protect the people of Wake County long term. And we haven't seen any of the details or any of the guarantees. And like Commissioner Adamson stated in her powerful statement, this process is not good governance and it hasn't been from the start. And the stakes couldn't be greater. The rush is manufactured. It is unclear exactly what the people in Wake County are getting in exchange for giving away their hospital to a huge corporate health system. There's no guarantee that patient care and staffing ratios will stay the same. And in fact, recently a whistleblower who is in management at Atrium told me that since Atrium merged with Advocate Health, things have gotten worse for staff and patients. There have been mass layoffs, fear of retaliation, staffing ratios have gotten worse, and there have been an outsourcing of billing and HR to third party contractors to maximize profits instead of focusing on the quality of patient care. There are still also questions about the two billion dollars and where that is actually coming from, or even if two billion is fair compensation for what Atrium Advocate Health get in return. In a recent letter to you all, researchers at Brown University School of Public Health stated, it remains unclear whether Wake Med and the county are receiving sufficient value, if any, in exchange for the transfer to Atrium. Even if you believe that Wake Med needs a partner in order to be prepared for the future, It is hard to really understand what the people of Wake County are getting in return for giving up control of this hospital, except the potential for rising costs and worse patient experiences. There is time to set up a formal process to look at ways to strengthen Wake Med through true strategic partnerships. What is being proposed is not a partnership. It is a takeover, and it is a bad deal for the people of Wake County, and we urge you to vote no. Thank you.

Thank you. So T. Scar Mello.

Hello commissioners, my name is Satish Garimella, and good to see you all. As a local elected official, I understand our responsibility is to be fair, equitable, and to do what is right for the people we serve. I have been where you are, and I know sleepless nights that come in weighing a difficult decision. At some point, after listening carefully, studying the information, and asking about the hard questions, each of us must exercise our best judgment based on the facts before us and reach us and defend with a clear conscience. And that is exactly what I have done. It took me several months to convince myself. I know it has been a very hard decision and with great seriousness, each of you have taken that into consideration. As a colleague, I want to make sure that you all have the right information and the boards are transparent and as much as possible and to all the people, for the people you serve. Wake Med is deeply personal throughout my life. The doctors and the nurse have saved my life through multiple surgeries fighting flesh-eating bacteria and external hospital stays. I understand how consequential this decision is for every person and for the thousands upon thousands of families which has their own histories, care that's tied to Wake Med. As a member of Wake Med Board of Directors, I humbly ask you to approve this agreement, which is a product of months and months and hundreds of hours of hard work. That work has made the agreement better for the people of the county and for whom we are responsible. It means the better healthcare, it means more charity care, it means significant investment in the whole healthcare of our county. We know this has not been an easy time and additions to make. It is the responsibility of elected officials to listen to the people's concern and it is a responsibility to do what is the future is right for the community. The agreement and this partnership is good for our county and our people. I ask you to approve and to write a new chapter in the history of healthcare in Wake County. Thank you.

Thank you. Kelly Walton. After Ms. Walton, then be Charles Putterman, Kimmy Shaw, Jasmine Everett, Roy Hawkins. In that order, please.

Good afternoon commissioners. My name is Kelly Walton. I'm a Wake County resident citizen residing at two seven six six. I've lived here and supported this community for over two decades. Raised my family here with Wake Med supporting our journey from birth through now adulthood. And I would like to see Wake Med continue to be a reliable and affordable source of healthcare for our community. I spoke previously at the September 8th meeting. I'm again asking you to protect Wake Med and vote no to the proposal. proposed combination of HR and health. Today, I'll emphasize the salient points for this decision in front of commissioners today, a decision that can impact Wake County citizens for generations to come. The proposed $2 billion is not an Atrium-provided investment. Ultimately, our community will pay for it. The proposal cedes away accountability for our community, to our community. Brown University analysis of the Atrium takeover of Wake Forest Baptist in Winston-Salem found that average inpatient prices rose 28% from 2020 to 2024 compared to 20% increase at other North Carolina hospitals. At a national level, there is a growing support for dismantling big medicine to address growing costs, conflicts of interest, and support for independent doctors. Senate Bill S3822 was introduced in February to address these very concerns. As you undertake this pivotal decision, I hope that you had an opportunity to consider all of these implications and vote no to this current atrium proposal. Thank you for your attention and service.

Thank you. Charles Putterman. Kimmy Camilla Shaw.

Good afternoon, commissioners. I am Dr. Kima Shaw. I have the great honor of serving on Wake Med's board of Wake Med's hospital, appointed by you. I want to thank you all for your hard work and consideration over the past months to understand the proposed strategic combination between Wake Med and Atrium Health. I applaud your commitment to ensuring the community receives information regarding the proposal through community forums and ongoing dialogue. I have had the privilege to participate in several faith-based forums Wake Med and Atrium has hosted. We fielded questions, addressed concerns, and shared important information with hundreds of Wake County residents. We serve. We were appointed to serve. It is our duty to serve all constituents. I have the privilege of engaging in discussions with you and answered many of your questions. Finally, I have traveled with you to atrium sites in North Carolina to see firsthand the amazing work they are doing in other communities they serve. As a healthcare professional myself, I'm excited about this opportunity. This proposed partnership will provide the residents of Wake County access to more services, enhanced community partnerships, more clinical research opportunities for all patients and medical professionals. I wholeheartedly support this effort as a Wake Med board member and as a Wake County citizen. I hope you vote yes for your constituents today.

Thank you. Jasmine Everett.

Good afternoon, everyone. I would like to share a personal perspective. Earlier in my career, I completed my training here at Wake Med under the mentorship of Donald Gensick and several Wake Med leaders in this room today. That experience shaped me as a healthcare leader and gave me tremendous respect for Wake Med and the important role it plays in this community. And I saw firsthand the unwavering commitment to serving patients and investing in the people and communities of Wake County. Following that experience, I served in leadership roles across several healthcare systems before joining Atrium Health. And today, I lead community clinics serving some of the most underserved neighborhoods throughout Charlotte. Communities like the one I myself grew up in. We care for patients often facing challenges far beyond managing a medical condition. Some struggle with transportation, food insecurity, housing instability, language barriers, and access to regular primary care. So I agree with those. who mentioned this is an issue. But every day, I personally see Atrium invest in programs, partnerships, and services designed to meet patients where they are and help remove those barriers. Over the past several months, I've had the opportunity to participate in site visits and community conversations related to those proposed partnerships. What has stood out to me is the shared commitment to expanding access to care and improving health outcomes. Having worked with both organizations, I do not simply see two healthcare systems, I see two organizations with a shared belief that health care should be accessible, compassionate, and focused on improving health for all. That's why I believe this opportunity offers meaningful potentials for patients, families, and communities across Wake County. Thank you for your consideration today. This vote will help shape the future of health care in our communities. It's an opportunity to strengthen access to care, invest in people, and help ensure future generations have the resources and support they need to hear.

to live healthier lives please vote yes on this thank you thank you uh roy hawkin giselle torres margaret braxton jerome brown matt rodin nathan foster and clara norman and mary rusher good afternoon commissioners my name is roy hawkins and i have the privilege of leading operations across the charlotte area for atrium health

Throughout my career, I have served in several healthcare organizations in several different communities. Those experiences gave me a clear understanding of the kind of organization I wanted to be a part of when coming to Atrium Health. What drew me to Atrium Health was not simply the size of the organization or the role, it was the mission and the opportunity to serve. I have always believed that leadership is ultimately about service and that the true measure of an institution is not simply how well it performs, but who benefits from its presence. That is what the commitment to for all means to me. I see it in our investments in underserved communities, in our partnerships that address barriers to care, and our commitment to ensuring that people have the opportunity to achieve their best possible health regardless of where they live and regardless of their circumstances. And over time, I have come to appreciate the for all is about more than health care. It is about people. It is about making people feel seen, heard, valued, and cared for. That is the kind of organization I want to serve and that is why I'm proud to serve at Atrium Health. I also believe that strong communities require strong institutions willing to work together. Healthcare cannot do this alone. Government cannot do this alone. Community organizations cannot do this alone. Progress happens through partnership and shared commitment to the people we serve. Thank you for your consideration today, and thank you for your partnership in building a healthier future for the generations to come.

Thank you. Thank you. Giselle Torres.

Hello, my name is Giselle Torres. I am a Raleigh resident and I'll be providing public testimony on behalf of a Wake Med employee who's not able to be here today because they are working very long hours. I am proud to be a Wake Med employee for almost 10 years and a resident of Southeast Raleigh for 13. After reading about the fallout from the Baptist-Atrian merger with the reducing of staff and increasing of nurse-patient ratios, I am appalled. Nurses save lives by looking at the subtle changes and advocating to the doctors. And this is impossible to do when caseloads are unsafely increased. We know that putting an increased burden on nurses with higher patient caseloads will lead to more deaths, more mistakes, and more missed medical problems. We will lose experienced and veteran nurses who do not want to work under worse conditions and poor patient care as they are stretched so thin that they cannot do the jobs that they were trained to do. Nurses will not want to work under these undesirable conditions, and they will simply go elsewhere. As a trauma one hospital, Wake Med deserves the best of the best, and Wake Med remains one of the busiest emergency departments in the country, consistently under the top 10 in the US, and that's due to the dedicated nurses and staff. Adrian's recipe of cutting costs by reducing staffing to maximize profits will come at the cost of our health and our community. Wake Men needs to do better and listen to its community and say no to this detrimental merger. Thank you.

Thank you, Ms. Margaret Braxton.

Thank you, I'm Margaret Bratton, a commissioner appointee to the Wake Med Board of Directors, and I want to thank each and every one of you for the time, thought, and hard work you have devoted to working with Wake Med and Atrium to reach this agreement. Our work together has resulted in the revised agreement before you today. One of its most important components is the creation of the new Wake County Whole Health Program. Through this program, Wake Med and Atrium will contribute 15 million annually for 10 years, a total of 150 million over the next decade to a fund controlled by Wake County. This community fund will support solutions that address some of the most pressing challenges facing our residents, including access to healthcare, mental health, affordable housing, homelessness, and food insecurity. Because helping people stay healthy means more than treating illness, it means addressing these social drivers of health. By investing in these areas, we can improve health outcomes and help contain healthcare costs. The whole health program will build on the important work Wake Med has long done with the community partners while complementing the whole health campus we are developing in Garner. Through my service on the Wake Med Board of Directors and the Wake Med Foundation Board, I have seen firsthand how great these needs are in our community and how much more we can accomplish when we work together. I'm excited about the whole health program, what it will mean for the people of Wake County, and I'm especially equally excited about what our partnership with Atrium can mean for the future of health care in our community. I respectfully ask you to approve this agreement. Together, let's get to work ensuring that every person in Wake County has access to the care, support, and services they need and deserve. Thank you.

Thank you. Jerome Brown. Then Matt Roden. Then Nathan Foster.

Thank you, commissioners, for giving us this opportunity this afternoon. This is my second time speaking to you regarding the proposed merger slash takeover. In 2015, I retired as hospital administrator at the Central Regional Hospital in Granville County, as well as Dick's Hospital. The elephant in this room has gotten bigger since I was here last time. By that I mean more benefits for Wake County sounds good and obviously looks good on paper. My question is why did it take all of this time for the more benefits to be placed on the table and in plain view? Negotiations are one thing, trying to hoodwink a hospital system, commissioners and the public is another thing. I will be quick because I've also had the opportunity of sending messages, email messages directly to you all expressing in more detail my concern. In my summation, I strongly urge each of you to cast a no vote this afternoon. Wake Med can get through this without having the soul ripped away because cash money is a driver and deal closer. Please do not compromise your integrity. Let the community know by voting no that our representatives recognize when a deal that looks good is not necessarily a deal that works for Wake County. Thank you.

Thank you. Matt Roden, then Nathan Foster, then Clara Norman, and Mary Rusher.

Good afternoon, commissioners. My name is Matt Rodin. Throughout my career, I've had the privilege of working alongside community leaders, faith organizations, nonprofits, and residents across North Carolina. One lesson has stayed with me throughout that journey. We are the communities that we serve. Community engagement is not something we do to a community. It is something we do with a community. It starts with listening, building relationships, and earning trust. Over the past several months, I have spent time with several community leaders, residents, and organizations across Wake County. What I have seen is a deep commitment to this community and a shared desire to create healthier futures for the people who live here. I have also seen how much people value being heard. They want organizations that listen. They want partners who remain engaged long after decisions are made. and they want to know that their voices matter. That approach is one of the reasons I have stayed with Atrium Health throughout my career. I'm grateful to work for an organization that values people, welcomes different perspectives, and recognizes that our diverse experiences strengthen our ability to serve communities. I am also excited about the opportunity to build on Wake Med's long tradition of community engagement, community investment, and community trust. Strong communities are built one relationship at a time. Thank you for your consideration today. This vote will help shape the future of healthcare in our communities. It is an opportunity to strengthen relationships, build trust, and ensure future generations have access to the care, resources, and support they need to thrive. Please vote yes. Thank you.

Thank you. Nathan Foster.

Hello commissioners, my name is Nathan Foster and I work for the Health Advocacy Project of the North Carolina Justice Center. We submitted a public records request to Wake County a month and a half ago asking for the actual deal between Wake Med and Atrium. This deal has been kept secret because it supposedly contains competitive information. In our request, we allow for genuinely confidential information to be excluded as long as the excluded documents were identified and a written reason was given. We have received no response to this request for the past month and a half. This lack of transparency has real consequences. In the documents that the public has seen, Atrium is to be named the sole member of Wake Med, which is just a fancy word for the sole owner. As sole owner, Atrium would have powers over and above Wake Med's own board of directors. What are those powers? We don't know. The documents that we've seen say that they're supposed to be outlined in the bylaws of Wake Med, which have not been made public. So if you choose to vote for this deal, you would be naming Atrium the owner of Wake Med with powers that you all may have seen, but we have not. We are sick and tired of decisions about our health being made behind closed doors with wealthy corporate executives in the room and the public locked out. And the fact is that if you vote for this deal, you will be voting away your own power. You'll be on the outside with us wondering what is happening behind those closed doors. But if you vote for this deal, it'll be too late. Wake Med is financially strong and it is growing. Maybe it will need a partner at some point. But to choose this partner under these terms after this poisoned process, that would be a disaster for this community. Please vote no.

Thank you. Clara Norman. then Mary Rusher, Fernando Little, Manuel Biden, and Dr. Thad McDonald.

Good afternoon, my name is Clara Hazlett Norman and I grew up here in the Triangle where I live today. Wake County deserves better than this corporate takeover of our hospital. Takeovers lead to increased costs for patients. Just look at Wake Forest Baptist taken over by Atrium where prices increased by 28%. Takeovers lead to decreased staffing ratios and worse worker protections. Just look at Mission. and takeovers lead to decreased access to care. Atrium has refused to match Wake Med's charity care percentage. This process has been opaque and rushed. Vote no. And we will remember every November. Thank you.

Thank you. And I know little. No, go ahead. I'm sorry. Yeah.

Good afternoon, my name is Mary Nash Rusher and I'm a resident of Raleigh in Wake County. On behalf of the entire Wake Med community, I thank all of you, our elected county commissioners, for the time and the effort and the attention and the diligence that you have put into this very difficult and complicated decision. It has been a lengthy, rigorous, and difficult process, but I am convinced that the partnership that is now reflected in the documents is one that is good for Wake County and for the patients and family that are at the heart of all that we do and are at the heart of the decisions that the Board of Directors had in front of it when it was making this decision. Many hours have gone into reviewing, negotiating, and finalizing the revised agreement and related documents. As an attorney and a member of the Wake Med Board of Directors and the Executive Committee, I've been deeply engaged in that process. The attorneys working on behalf of the county, of Wake Med and Atrium have done an extraordinary job, resulting in an agreement that protects the interests of the people of Wake County and preserves the county's control over the Wake Med board. Wake Med will still be Wake Med. We will still maintain our 65-year mission as Wake County's safety net hospital. We will still serve those who cannot find care otherwise and who cannot afford to pay. We will continue to provide excellent and compassionate care for all. The affirmation of that commitment is reflected in the increase in our contractual obligation to provide charity care in the amended transfer agreement between Wake Med and the hospital. In fact, we believe that after this transaction, Wake Med will be even stronger. In partnership with Atrium, we will be able to provide more access to healthcare, better facilities, a broader range of services, and deeper connections in the community. I join my fellow board members and all of us at Wake Med in urging you to approve this agreement and begin a new era of healthcare in Wake County. Thank you.

Thank you. Okay. I'm going to go out of order here and go back to someone that I missed earlier. What was his name? Putterman?

Thank you, sir. Charles Putterman. Question. Why do any of you still trust Atrium with its $2 billion that magically disappear and then reappear? Why do you still trust Mr. Ginzik? He was happy to sell Wake Med to Atrium even when he knew most, if not all, of the $2 billion was coming from Wake Med. How does that make any sense? With all due respect, all of you from Wake Med, All of your testimonies about how Wake Med needed Atrium's resources, its buying power, et cetera, in order to grow, even to survive, only proved, given that Atrium wasn't offering any financial incentives, only proved that Wake Med could flourish without Atrium. Mr. Ginzig's willingness to sell Wake Med to Atrium for an empty promise reveals what a miserable CEO he is. If Wake Med's board of directors had any credibility, any integrity, they would fire him and then resign. To the employees of Wake Med who continued to support this deal, even after learning the truth, Let's be honest, if not for the opposition of the citizens of Wake County, you would have been betrayed and duped by your CEO. You know that economic studies reveal that these takeovers cause more harm than good. There's no rush here, no urgent need to make a deal with Atrium or anyone else. Given how much the deal changed in just a few months, It's clear that Atrium wants Wake Med more than Wake Med needs Atrium. Would you give a job to somebody who lied to you at their interview? If you were selling your home, would you continue to work with a real estate broker who recommended that you accept the first offer of zero dollars? For God's sake, please don't give away this exceptional facility. Thank you.

Thank you. Okay, Fernando, who's next up? Fernando? Yeah. Then I'm thanking Manuel Bynum, then Dr. Thad McDonald, then Brandon Newman, and then Maria Rouse.

Thank you. Good afternoon. My name is Fernando Little, and having worked at Mission Health and now proudly working for Atrium Health, I can assure you that this strategic combination is not that. Throughout my career, I have focused on helping ensure that people have had the access to care and opportunities they need to achieve their best possible health. Over the past several months, I have spent time and actually have enjoyed meeting the faith leaders, community advocates, and residents across Wake County. During those conversations, one message came through clearly. People want to know that they will be heard, and they want to know that their healthcare system understands their community, their values, and their input, and remains accountable to the people it serves. Those conversations are personal to me. Throughout my career, I have seen how trust can change the way people experience health care. But I've also seen what happens when organizations take the time to listen, build relationships, and meet people where they are. In those moments, care becomes more than just availability of care. It becomes a sense of belonging. It becomes knowing that someone understands you and is committed to helping you achieve your best possible care. My experience at Atrium has been rooted in listening, in partnerships, in service. Those are values that I've seen demonstrated, and I know that you have a big decision today. So I want to say thank you for your consideration today. This vote will help shape the future of health care, the future of our communities. It will help to strengthen partnerships and ensure that future generations have the access to resources so they can thrive. Thank you for your service.

Thank you. Manuel Bynum, then Thad McDonald, then Brandon Newman, Maria Rouse.

Good afternoon. My name is Manuel Bynum, and I have been with Atrium Health for five years and reside in Charlotte. But I have a personal connection to this community because I grew up outside of Wake County and still have family today in Knightdale and rural Windale. The values I learned here helped shape who I am today. Because of those roots, I understand how much people value quality healthcare, strong community partnerships, and local accountability. I remember like yesterday, my grandmother loading us up in a station wagon and dropping us off at Chavis Park swimming pool on a hot summer day like today. I was a kid, so I didn't pay much attention to the poverty of my surroundings. I didn't understand how a zip code can determine health outcomes and life expectancy. Unfortunately, I've attended way too many funerals here way too early. Over the years, I have had the opportunity to work alongside of healthcare leaders and communities focused on improving access to care and creating opportunities for healthier futures. What gives me confidence in knowing is the people involved in this work genuinely care about Wake County and its future like I do. I have seen firsthand what can happen when healthcare organizations invest in people listen to communities, and work together to address challenges that no single organization can solve alone. For me, this opportunity is about more than healthcare. It's about ensuring my family has access to the care they need close to home in Wendell while continuing to strengthen the communities that make Wake County such a special place that I care deeply about. Thank you for your consideration today. I am confident that your vote in favor of the Wake Med Atrium Health combination will help shape the future of healthcare in our community for generations to come. May God bless you and bless this process.

Thank you. Dr. Thad McDonald.

Good afternoon, commissioners. I am Thad McDonald, chair of our board of directors, and on behalf of our board and our everyone at Wake Med, I want to sincerely thank all of you. I want to thank you for your patience, I want to thank you for your diligence, and especially your thoughtful consideration of what is an extraordinarily important decision for this county. I also want to thank those who spoke against this proposal today. You spoke because you love Wake Med, you love this community, and you care deeply about its future. We may disagree about the how, but we don't disagree about what we are trying to protect. As you know, since its inception 65 years ago, Wake Med has been rooted in a very noble mission, and that is to provide compassionate and outstanding care for everyone, regardless of their ability to pay. And after two and a half years of careful study, we have found the best way to ensure the long-term viability of our mission is in a strategic combination with Atrium Health. We especially extend our thanks to them for their patience and their willingness to find common ground. This combination will ensure that Wake Med will remain Wake Med. Our goal is to provide for exceptional doctors, nurses, and staff the resources they need to perform this vital mission. This agreement allows us to do all that while also demonstrating a strong commitment to cost discipline and providing significant resources to invest in the community. As you know, A delay in a vote is now doing us real harm. We can't fill key positions, and so many important decisions are just left hanging. We've worked closely with you over the last four years.

Excuse me, Dr. McDonald. Sorry to cut you off.

Well, I just implore you to please vote to provide us this generational opportunity.

Thank you. Thank you. Brandon Newman. Maria Rouse.

Thank you for your time and the care that you have devoted to this process today. My name is Brandy Newman and I've spent more than 21 years serving communities at Atrium Health. I may be the only one here today who has lived and worked through five combinations at Atrium Health. I know us and I know much of what is being said about us today is simply untrue. Over the past several months, I have watched this community engage thoughtfully and thoroughly an important conversation about the future of healthcare in Wake County. Questions were asked, concerns were raised, community members shared their perspectives, and additional information was requested, and that information has been provided. This process has included public hearings, work sessions, community forums, site visits, meetings with stakeholders, and countless opportunities for engagement. Along the way, all voices were heard, communities were strengthened, and feedback helped shape the proposal before you today. You've heard some powerful stories about wonderful patient experiences today. Every day, thousands of times a day, Atrium Health patients have those same amazing experiences. We have far few speakers here today than the previous two meetings. That is intentional. because our community partners, patients, leaders, and employees have all shared their stories with you over the past two meetings. We respect you and your time. I am grateful for the enormous amount of time that you have spent, thought, and consideration brought to this process. You've conducted your due diligence, looked past all the misinformation, and truly evaluated the substance of the proposal before you Now after months of discussion, the time has come to make a decision. Your vote today will help shape the future of healthcare in Wake County. Please vote yes.

Thank you. Maria Rouse, Mary Ann Conn, Artis Watkins, Reverend Dr. Rose Caniz, and Camilla Headley.

Good afternoon, commissioners. My name is Maria Rouse, and I'm a community organizer with the Party for Socialism and Liberation and a longtime resident of the Triangle. I grew up in Apex. And as a chronically ill person, I've probably been to Wake Med four or five times in the last six months alone. I am pretty immunosuppressed and have lots of different illnesses and I never dread going to the ER because Wake Med has always offered consistently good care and that's where I've repeatedly chosen to go at the various locations that we have throughout the triangle. I dread the costs though even now and I can only imagine and the data is very clear that they will continue to go up for other patients as well. My last visit alone, even though I have the state health care plan, was $2,000. And I can't imagine what that looks like for underinsured folks. As a public health professional, I also know that a lot of the people that the hospital serves in Southeast Raleigh are folks without insurance coverage or with public coverage that doesn't reimburse that competitive rates. They face higher incidents of health issues due to systemic racism. environmental toxins, income equality, I mean, you name it. And it is for these folks that Wake Med Raleigh has served and should continue to serve as a place of hope to actually receive high quality care. And it's for them that I speak out today in such anger. I think the facts are clear and no one can twist them in any way that makes them pretty or wholesome, no matter what atrium person comes to talk up today. Care under atrium will not be better. It will be more expensive. It will be of lower quality. People will suffer. And the people of Southeast Raleigh and y'all will not have a say in how this care is delivered any longer. Nothing is stopping Atrium from going back to suing people for their medical debt and putting cancer patients' homes on liens. So I ask you, Board of Commissioners, what are each of our lives worth to you? I urge you to stand with our community and vote no. Thank you.

Thank you. Ms. Kahn?

Good afternoon.

My name is Maryam Khan. I'm a staff attorney with the North Carolina Justice Center. Thank you for taking the time to speak with us today. I'm a resident of Raleigh and a staff attorney. I'm a Wake Med patient living with chronic illness, so this affects me professionally and personally. Our community is grateful for Wake Med, as we've all expressed today. Health care workers put their lives on the line for us. That gratitude, however, does not mean we should stop asking difficult questions about transparency, consolidation, affordability, and access to care for our residents. The Atrium CEO, Gene Woods, reportedly received nearly $26 million in compensation, more than 10-time Wake Med CEO. At a time when patients and healthcare workers are facing increasing costs and pressures, those figures warrant scrutiny by the board and by our residents. As patients, constituents, As patients and constituents, we have a responsibility to ask whether our health care institutions are serving their communities as effectively as they could. With this merger, we know that will not be the case. The numbers are behind it. Please listen to the patients and advocates and people that have dedicated the last couple months to fighting this, people that depend on the system for their livelihood, your constituents, your voters, and don't put financial interests before our health. Thank you. Please vote no.

artist walking hello commissioners and thank you for the opportunity to be here with you my name's artist watkins on the executive director of the state employees association of north carolina we are here because as you've heard from other speakers the state health plan made it clear cost for state employees and retirees would rise if this takeover goes through. And they would rise by out-of-pocket premium costs alone of around 10 to $15 a month for state employees. Now that doesn't sound like a big deal, right? We're talking about billions of dollars when we're talking about this deal. But for these state employees who did not get a raise last year, whose healthcare went up last year, went up again this year, and they got a 3% raise, it most assuredly affects them. And Wake County is the heart of state government. Your constituents, in all likelihood, a lot of them are state employees or retirees. They're watching what's happening here. This is the most closely we've ever watched the Wake County Board of Commissioners because what you've got before you affects every state employee statewide. Those premium costs would go up on everybody no matter where they live because the health plan is a 100 county plan. I have to ask you, when you have a hospital atrium with $10 billion in reserves and the state of North Carolina only has $4.2 billion in reserves, Do you think they got there because they were given a good deal and investing a lot in the community? Absolutely not. And the new wrinkles of the deal we've heard where Atrium would give 150 million to the community, 10 billion in extra change in the bank and they're offering 150 million? This is absolutely bad for everybody in Wake County and it's bad for state employees and retirees statewide. Please vote no.

Thank you. Reverend Dr. Rose Cornelius. And then Jamila Headley.

Good afternoon, commissioners. Rose Cornelius, I know most of you. And most of you know I've worked for the poorest of the poor in this community for a while. I guess I'm a little unique among most in here because I also served as a chaplain at Wake Med. I love Wake Med and I appreciate the passion of the people in this room. Commissioners, you have been given the time to go behind the scenes and you know more than most about what's about to happen. I'm standing for this partnership. Wake Med needs this. The Raleigh campus needs to be rebuilt. Who's going to give that money? Not our legislature. And you don't have it. You're propping up our school system because the legislature is not giving the money needed. Wake Med has stepped into some areas that our competitors have not, like building a mental health hospital. We continue to expand. I like the footprint of Wake Med. I wanted to read Governor Stein's recent position on this. The proposed transaction between Atrium and Wake Med has improved substantially in recent days. Healthcare costs are too high, so I asked Atrium to cap price increases at Wake Med to not more than 1.5 times the annual increase in Medicare costs for the next five years. I am pleased that Atrium has agreed to my request. We need broader healthcare reform to address rising costs, and I am committed to partnering with the General Assembly to make health care costs less for North Carolinians. Additionally, I am pleased that Atrium responded to my concerns about the source of funds for the $2 billion investment in Wake Med Capital projects by agreeing that Atrium will fully fund that investment. I also appreciate Atrium's new commitment to increase Wake Med's annual amount of minimum indigent care from 4.8% to 8%. Thank you.

Thank you. Ms. Headley?

Good afternoon, commissioners. My name is Jamila Headlee, and I'm the executive director of the Patients Union. But today I want to begin simply as a patient. In 2007, I suddenly became paralyzed from the waist down. I was uninsured, and I remember my family trying to pull together every dollar we had to get the MRI that might tell us what was happening to my body. I know the terror of needing care and not knowing whether or not you can afford it. And unfortunately, I know I am not alone. When healthcare prices are too high, patients delay scans, we skip appointments, we ration medications, we get sicker, and we fall into debt. This is why the main question patients have been asking all summer is this. Will healthcare prices increase because of this takeover? And now we know the answer. The answer is yes. Yes, Wake Med's own CEO has said prices will increase. And just yesterday, yes, the governor confirmed when he announced his negotiated price caps. But the cap that still permit, he announced a price gap that permits rates at Wake Med to rise by as much as one and a half times the annual Medicare increase. It lasts only five years and it is not binding in the agreements that were released to the public last Friday. The $2 billion commitment remains unclear too. First we were told Atrium would invest it over 10 years. Then we learned Wake Med's own revenue and borrowing could fund it. Now we are told Atrium would provide the money over 15 years but the public still does not know what counts as Atrium's money if this merger happens and how much will be borrowed or who will ultimately pay. In exchange for transparency and unclear promises, here is what is certain. Wake County would surrender local control of Wake Med forever and patients, we will pay the price. A vote for this deal says you are supporting charging Wake County patients to pay higher prices as you give their hospital away. As a patient, I am begging you to vote no.

Thank you. Okay, next up would be Christina Galvin, Hersha Millett, Rob Stephens, Jane Stephens, and Bud Kamazine. All right, Christina, Gavin. Yeah. After that, then be our Herschel Millett, then Rob Stevenson, Jane, and then Bud. OK, go ahead and proceed.

Good afternoon. My name is Christina Galvin. I'm a community engagement coordinator for the North Carolina Justice Center and a Wake County resident of 15 years. I come to you today to ask you to vote no on the suspicious deal that has lacked transparency since we began having these conversations in May. I'm asking you to vote no on a deal that is being rushed with a false sense of urgency and on a day that some of our Jewish community members are observing their faith. Today, you will make the choice to either listen to your community members or to listen to the hospital executives. I hope you listen to your community and vote no on this merger.

Thank you. Hersher.

I'm the Reverend Hershey Millette Stevens, and I'm a patient, a mother, and a proud native of Southeast Raleigh. And I'm alive because Wake Med did its job when another hospital failed me. Wake Med isn't just another line item on the county's balance sheet. Wake Med is where my grandmother recovered after her heart attack is where my younger sister had her broken arm set is where my brother went every time his asthma flared up during the changing seasons on the baseball field. It's where our babies take their first breath, and it's where our patients and parents heal. It's where families go on their worst days hoping that they'll make it home. And for me, Wake Med is our hospital. It's not just a slogan. It's my story. I delivered my first son, Jeremiah, at Rex Hospital. When I was discharged, I weighed more than when I had gone in. I knew something was terribly wrong, so I went to Wake Med. They listened to me. They believed me, and they acted. I was diagnosed with postpartum preeclampsia and pulmonary edema with heart failure, conditions that remain among the leading causes of maternal death in this country and that disproportionately claim the lives of black mothers and babies. So when I talk about Wake Med, I'm not talking about a hospital that gave me another chance that allowed me to hear my son's laugh that gave my children a chance to grow up with their mother. This struggle is personal. This proposed merger scares me. Wake Med was born in 1961 of public investment, community commitment, and taxpayer dollars. No hospital is perfect, but Wake Med has earned our trust by investing things patients actually experience. Nurses, staffing, safety, responsiveness, relationships, quality of care. Wake Med became the first hospital system in North Carolina to receive the magnet with distinction recognition for nursing. Only 87 hospitals in the world can share this honor.

I'm sorry to cut you off, but your time is now up. Thank you.

Vote no.

Thank you. Rob Stephens.

Good afternoon, commissioners. In May, we were promised transparency after what everyone understood was a terrible idea to put this on the consent agenda. And we have gotten just the opposite today. The very same thing that happened in May happened on Friday, where we get the deal, we don't understand the deal. Lawyers didn't understand what came out on Friday at the highest level. And so how are we expected to now vote on it and support it? It is outrageous, also, and wild to me, that Wake Med board members can come up here and mention the word transparency. when there was no transparency in that process. And they put out a terrible deal that literally was charging Wake Med the $2 billion, not Atrium. Atrium is not going to pay for this. We're going to pay for this. We did a public records request as well. And we got tons of emails back, but we got not a single one from the CEOs of Wake Med or Atrium. We got 30 text messages back, which I just don't believe. There's even emails that were publicly said to be in the record that we didn't get back. And so this is not how democracy works. And to just and then still do backroom deals over the weekend with the governor and the CEOs is not how democracy works, and we deserve better. I can't understand how in Yom Kippur we are rushing through this vote. There's no rush. And for Wake Med board members now to say they're holding stuff hostage that earlier this summer they said was not impacted by this. Wake Med has said what they're saying can't be true at the same time because they have a billion dollars to invest in the con, but they still need HM to survive, which is not exactly the opposite they said before. And since this is Yom Kippur, I want to, quote, go to the Old Testament, the Hebrew Bible, and Esther. When Queen Esther was asked by Mordecai, her cousin, maybe the Jews will be saved. Maybe we'll be saved by Trump's FTC. That would be embarrassing. Maybe we'll be saved by the AG. That would be embarrassing, too. But perhaps each of you were put in what they say the royal place of duty for just a time as this. You all can stop this.

Please do. Thank you, Ms. Stevens. James Stevens. Then Bud Kamazin, Harold Millett, and Dr. Lee Budd.

I'm Jane Stevens, and I live in Winston-Salem. I don't believe there's other representation of Winston-Salem here because I looked around when somebody talked about visiting the remarkable work that Atrium's doing in Winston-Salem, and I don't know any citizens in Winston-Salem who would not be troubled by that remark. In Winston-Salem, we were all shocked that Wake Forest Baptist Health Center, which is where my husband and I went so that he could train 50 years ago to be one of the outstanding North Carolina doctors. And North Carolina has incredible doctors, and as you know, they never retire. But he was... He passed away just about the same time as the merger. And so people were coming to our house, so many of his colleagues, and there was a sense of grief that was bigger than Chad's passing. It was the loss of what they had grown to, where they'd grown to serve. Last summer, we ended up in the ER with a granddaughter, and what was remarkable is that it was empty. The parking lots are empty. Nobody is there. People do everything they can not to go to atrium. Doctors are leaving. It's not where you want to end up. It's gone up 28 prices. They say going up 28%, but it's just a crummy place to end up, and it was never like that. Thank you.

Thank you. Bud Camazine. OK, Ms. Millett. And then Dr. Lee Budd. And then Grant Walker. Kimberly McGee.

OK. Good afternoon. This is about health care control and what the possible outcomes would be. But we also sit in a unique position right now where culture, legacy, and leadership are meeting. 50 years ago, this wouldn't have looked like this. 50 years ago, this wouldn't have looked like this. But even at that time, there is this leadership that will put in place something to assist with legacy. And what they put in place in 1960 was that this hospital would make every effort to care for the indigent in this county. And that it would have some control in that process. Now, we're getting down to leadership now. Getting down to elected leadership. It's scary. It's scary that we're walking away from a legacy where the leadership said, I will protect the people. It is not unusual to have your mind made up. But sometimes you need to change your mind. Sometimes you really need to change your mind. Please think about what is at stake. Culturally, legacy, leadership, elected leadership. Our sign reads, we will remember every November. We also know many of you live in our community. You come from it. It's more than an election. It is a lot at stake.

Thank you, Ms. Millett. Dr. Budd?

Good afternoon, commissioners. My name is Dr. Leah Bugg, and I live in Wake County. Thank you for all the time and work you have invested in this proposal. I also thank you for taking the time to hear everyone's comments today and to really listen to what is being said as you consider your vote. As a newly retired state employee, which is why I am able to be here today and not working, and as a now former state employee, this deal will impact my ability to afford healthcare in the future. Sure, the cap over the next five years is great, but what happens in year six or 10 or 20? You have heard there's evidence showing Atrium will increase costs to its patients. This will impact me and my fellow retirees. When my pension is not keeping up, With the cost of living, especially healthcare costs, I will end up having to make some difficult decisions. I urge you to vote no on this merger or at least delay the vote so that there can be time for a little bit more research, clear language, and opportunities for Wake County residents to continue to make comments and be part of this important decision. I urge you to vote no for your neighbors and your constituents and people over corporate profits. Thank you.

Thank you. Grant Walker, Kimberly McGee, Julia Peters, Anthony Pope. Go ahead, please.

Commissioners, my name is Grant Walker, and I live in Raleigh. I apologize for my dress. When I left the home this morning, I was to take my daughter to Marbles, and I ran across the protest in Nash Square and called my wife to come pick her up because I felt like I needed to be here. I started my career as a public school teacher, but I've spent much of the last 15 years as a healthcare worker, leader, and to my surprise, executive at a company committed to building primary care centers for low-income seniors across the country. I brought that company from Chicago to Charlotte in 2019, and later here to Raleigh. And I've spent a lot of time in meetings with leaders at Advocate in Chicago and Atrium in Charlotte and health systems across the country. And I will say that while they are generally wonderful people, and as we've seen today, often passionate, mission-oriented, talented professionals, the concerns of this community are incredibly well-founded. In my experience, the concern that prices will go up after consolidation, that is very true. The concern that there will be downward pressure on wages after consolidation, in my experience, that is true. The concern that there will be an overinvestment in expensive and uncoordinated inpatient and specialty care over coordinated community primary care, in my experience, that is true. The experience I am finding most clarifying as I think about this deal is actually my experience back teaching eighth graders. And eighth graders, as many parents and teachers in here can attest, are often sort of the worst. But they have a keen sense of justice and a moral intuition that is really revealing. I thought about what they might say about this deal and about the promise of $2 billion of investments. And it was just clear as day. if someone is asking you to do something that in your gut you worry is wrong and they want to make you feel better by paying you $2 billion.

Sorry to cut you off, but your time is up. That tells you everything you need to know. Thank you. Kimberly McGee.

On behalf of Southeast Raleigh community, I want to thank every nurse, doctor, and staff member at Wake Med. You are why we are fighting. You make Wake Med worth fighting for. This is not the community against you all. This is the community against greed and power. I'm Kimberly McGee, activist and advocate for Rise Up Now, and I'm a concerned member of this community. We have heard a lot of facts, but I am here to ask one question. Why? If this deal is so great and Atrium is such an amazing care institution, then why did it take Governor Josh Stein to raise the concerns about where $2 billion investments was actually coming from? Why did it take the governor asking questions before Atrium committed to a fully funded of $2 billion over 15 years? I would like to pay some things over 15 years. That would be great for me. If this deal is so good for Wake County, why has the community had to fight this hard for answers and transparency? You have heard the saying, if it walks like a duck, quacks like a duck, and is fond of water, it's a duck. And this duck is lame. It is absolutely serious questions about this duck. Commissioners, listen to the people you were elected to represent. On top of that, to everyone sitting behind me, watching and listening, Your votes matter. Remember who vote, how they voted, because this is our hospital, this is our community, and we deserve answers before its future, before greed and power.

Thank you. Julia Peter, and then Anthony Pope.

Good afternoon, commissioners. My name is Julia Peter. I am not a board member of Wake Med. I do not work for Atrium, nor do I have any financial ties to either institution. I am here as someone who grew up in Raleigh and whose family has called this area home for more than three decades. Wake Med is personal to me and I share the concerns, the patients, families, and healthcare workers who are asking you to protect what makes Wake Med a trusted community institution. Today I will read the remarks of a case manager at Wake Med who couldn't be here today out of fear of retaliation. I have been a Wake Med employee for 11 years, providing case management services in different areas of the hospital. I have always been proud to call Wake Med my home. I think we provide excellent, compassionate care to patients and families. While I know that we need to have money in order to grow, I've always been especially proud of the care we provide to those who cannot pay for the services they need. We take care of our community and we take care of each other. The Atrium merger greatly scares me given what I've heard from employees at Atrium in Charlotte. Care does not seem patient centered It does not allow for safe and appropriate staffing ratios and does not make employees feel like they're part of the family the way Wake Med does. I greatly oppose this merger, and I do not want the work I do to become reduced to the numbers on a spreadsheet. Thank you for your time.

Thank you. Mr. Anthony Pope. And then Dinah Moore, William Howard, Reese Piller, and Timothy Jackson.

Good afternoon, Commissioners. My name is Anthony Pope. I'm a 69-year resident of Wake County, born and raised. I'm also a 42-year retired employee for the state of North Carolina. I didn't come up here with an eloquent speech, nor did I come up with a prepaid, a pre-prepared statement. But I came up here just to keep it real, as we do in our community. My concern is Southeast Raleigh. I was born and raised here. And what's going to happen to those people in Southeast Raleigh if this deal goes through? Bottom line, y'all, it's messy. This whole thing is just a big mess. It has been a mess from the very beginning when they had these closed-door meetings, when a lot of information was being withheld that you weren't even aware of. And it's still a mess. And so we're going to have to deal with this mess unless you stop it, because otherwise we're going to be stuck with whatever we have. You've heard all the testimonies. You've heard about what has happened in other cities. so atrium is this big bully you know there was always a bully that just took over and everybody was scared of and so atrium is that bully and so here in wake county we're fighting against the bully but we're not going to back down we're going to continue to stand for our community continue to fight for our residents and it's up to you to make the decision that's going to affect all of us Most of us have good health care programs, good health care. And so we're not really worried so much about the cost. But it's going to affect those people that I see every day walking through my community with mental health conditions that have all these other things going on, but nobody provides the care that they need. Wake Med did that. But if Atrium takes over, we're going to lose that. These people are going to be stuck out there, and we're going to continue to have ongoing problems. Y'all vote no to this deal. It's messy, y'all. And it's been a mess from the very beginning. So just vote no. Thank you.

Thank you. Dana Moore, William Howard, Reese Piller, and Timothy Young Jackson. Go ahead, man.

Good afternoon, commissioners. Thank you for listening to the community on this important issue. I'm Dani Moore, a Raleigh resident and mother of a son who received, in the past, life-saving emergency treatment at Wake Med. I oppose Atrium's takeover of Wake Med, and there are two main reasons why. Number one, this is not what democracy looks like. The fact that this deal's details cannot be released to me, a voter, is troubling and anti-democratic. Number two, I believe this deal is bad for people with low incomes, for people who are seniors, for people who are disabled, bad for the most vulnerable people in our communities. I urge you to oppose this corporate takeover. Thank you.

Thank you. William Howard.

Hi, I'm Mike Howard. I'm a bedside nurse. I have fear of retaliation, but I will speak anyway. I've been a nurse for 14 years. I worked at Wake Med. I've also worked at Atrium. At the medical surgical level of care, I have four patients at Wake Med. At the same level of care, I had six patients at Atrium. One day you, commissioners, will be sick. One day you will be in a hospital bed. I am good at what I do. If you come across my bed, if I have a four patient ratio, I can take care of you. I can save your life. At the six patient ratio, I can hand you pills. That's all I can do. I also want to talk about the word investment. Even the no voters are throwing it around like it's a positive term. Investment is where you take more money back than you put in. Atrium doesn't just hand us two billion. It gives us two billion because it will get four billion back. In this deal, there's one source to get that investment back. The people of Wake County. In this investment, we aren't the investors. We are the product. And finally, am I the only person who have noticed that all of the yes people sound like robots and all of the no people sound like people?

Thank you.

Hi, I'm Reeves Peeler. I'm a Raleigh resident of 32 years, born and raised here, work in affordable housing here, and I'm a former Raleigh Planning Commissioner. I actually was on the Raleigh Planning Commission when we heard the Raleigh Wake Med Master Plan in late 2024 to rezone the Wake Med campus. At that time, we had no idea that an atrium takeover might be involved. I think very few people did, but it was obviously things were happening in the background at that time, and who knows, our proceedings may have been a little different had we known those details. But that's actually not why I'm here to talk. I'm here to talk because I'm someone who's been affected by Wake Med. I've had emergency leg surgery at Wake Med. I had my brother and sister were born at Wake Med, and the real key thing here is my aunt, had stage four cancer, Burkitt's lymphoma. She traveled from Columbus County to Wake Med here in Raleigh to have her chemotherapy in 2022. Doctors gave her about eight months to live. She was cured in six months. She doesn't have a college degree. My aunt has worked hourly wage jobs for basically her whole life. She came to Wake Med from Columbus County because it was, A, she knew it was going to be good care, but B, she knew she could afford it. After this is approved, if this is approved today, people like my aunt may no longer be able to afford chemotherapy there. If you all make that choice, people like my aunt may be presented with a choice where they can either not get good care or they can be in medical debt for the rest of their lives if they want to live from their cancer diagnosis. So I want you all to think about stories like that before you make this vote today. People's lives depend on it. My aunt's life literally depended on the affordable kind of care that is really only at Wake Med in North Carolina. Thank you.

Thank you. Let's tempt the young Jackson.

Good afternoon, my name is Timothy Young Jackson. I'm a resident here in Wake County and I'm here today to share with you that every day in my household is Halloween because every day my household is haunted by atrium health. My wife, who cannot be here today, suffered at the hands of atrium health and resulting in significant daily excruciating pain because of nerve damage to her spine. She's haunted by atrium, now with the pain as well as the tens of thousands of dollars of medical debt that now follows her and follows my household every day. And now atrium health, which holds the reputation for being the most litigious and predatory debt collecting health system in this state, why would we bring that here to Wake County? When my wife found out about this attempted takeover, she fell into despair as now it feels like my house is being haunted again by a greedy ghost that I cannot seem to exercise. You have that power. I don't. And I'm just asking you to please let it be over and please get HM out of my life. Thank you. Thank you.

Okay, thank you to everyone who signed up to speak during this general comment period. That completes the list of names I was provided for this meeting. We also offer residents the opportunity to submit general comments online. This process is managed by our clerk, Ms. Gilead. Will you kindly share any online public comments that you received for this meeting?

Yes, Mr. Clerk. I mean, I'm sorry. Mr. Chair, there was one person that signed up online and said vote no to the merger. Thank you, and I'll include this in your packet in the morning.

okay thank you miss gillian now we will go ahead and take a five minute break

Thank you, everyone. We have four items on our regular agenda this afternoon. Our first item of concern is the legal documents related to Wake Med's operation. Our county attorney team is here to make a presentation and answer any questions. Roger, please go ahead with your presentation. Thank you.

Thank you, Mr.

Chair, and first of all, I would have liked to have gone before Stormy and the Stanley Cup. It's a hard act to follow. I didn't get my picture taken. I didn't have time this year, but I promise you I'll do it next September 27th. Absolutely. Mr. Chair, thank you, and members of the board, I am going to, me and Allison Cooper and Tiffany Campbell will take an opportunity to summarize and walk you through the modifications that have occurred to two of the documents that you are to consider today. There have been what I will characterize as some significant modifications to those two documents. And of course, the two documents are gonna be the... The first is going to be the amended and restated articles of incorporation.

Hold on a minute, Mr. Attorney. The monitor here is not on.

Mr. Manager, is the presentation in our packet like it normally is? Since the monitor doesn't work, is there another way we can see it?

They're going to get it up.

Okay, thank you.

It is not in the packet because there have been changes made to it, as you know, because of developments that have occurred very recently. But let me just start out by saying, first of all, the first document we're gonna talk about are the Articles of Incorporation, which of course is legally required for Wake Med to operate as a non-profit, and it will detail changes that have been made to Wake Med's board structure and purpose as a charitable community hospital. the second document we're going to discuss is the transfer agreement which is you all know was a document which is almost thirty years old that uh... the hospital when it was originally nineteen ninety seven transferred to wake made uh... has uh... some requirements that are continue to be in the uh... can you see it now continued to be in there they have been significant modifications to that transfer agreement since it was first and since it was first considered by you all in May of 2026. I'm going to divide and let you all know at the very end there have been some significant modifications to a document that we're not a party to. but that have been an integral part of the discussions and negotiations that have gone on in between the county, Lake Med and Atrium, and now the Office of the Governor. I will talk about those and I'll talk about how they will be enforced at the very end of the presentation. We are going to divide this into three parts. I'm gonna ask Alison Cooper to first begin to walk you through modifications and changes to the Articles of Incorporation, and that will be divided into governance issues and issues and changes that have been made that speak to the issue of local control. The second presentation we'll do, or Tiffany Campbell will then talk to you about provisions that have been agreed to and added into and made a binding part of this proposed combination, that deal with accountability and that deal with enforcement. And at the very end, I will then talk to you about some changes that have been made to the transfer agreement that will speak to the issues of the $2 billion investment slash guarantee type issue that's been discussed and then the issues that have been recently in the news about rate increase caps. So that's gonna be the order we're gonna go. So I'll ask Allison Cooper if she'll now walk us through the most germane and most important changes to the Articles of Incorporation and the governance issues and issues touching upon local control.

Thank you, Roger, and thank you, Chair Myall. For purposes of today's presentation, we're not gonna go through a full history of Wake Med and changes to Wake Med, but as everyone's aware, we did that at our last presentation, Wake Med was incorporated in 1965 as the Wake County Hospital System by your predecessors. The name was changed in 1998, and the name was changed All of this is documented with filings that are with the North Carolina Secretary of State's office. So what's here on this screen on the left are the original articles, the first page of the original articles that were filed back in 1965. Originally, the board was governed by a seven-member board of trustees. taking you forward to the last amendment in 2019. We now have a 14-member board of directors, eight of whom are appointed by you all, and six of whom are appointed by the Wake Med Board. Currently, the only way for a board member to be removed is for cause, and cause is defined within the Articles of Incorporation. That's important for reasons we'll discuss in the next slide. And county approval is required for any modification to the board of directors. that are appointed by the county not the six of course that are appointed by the wake med board so one of the largest points of negotiation and changes that have been made are with respect to community directors these are the eight directors that will still be subject to approval by the wake county board of commissioners one of the changes that we made was we added a residency requirement that all of all eight community directors must be residents of wake county We also modified a lot of the appointment provisions that are in the articles that are in your packet today that you're being asked to vote on. So there are tiered appointments. There will be an initial appointment where you appoint with a consent of Wake Med. So this will be pre-closing. eight new board members. They are with staggered terms, so the terms will last through 2029. Future appointments will come from a nominated slate. They're nominated from the Wake Med board, which requires a two-third vote, a super majority of their board, and requires Atrium and Wake Med to consult with you before they have that slate that comes to the county for approval. you may reject any one of those appointments and then they have to reissue new names if that is the case within 60 days. The removal for cause provisions took a lot of negotiations. We reinstated the current definition for cause. All the overbroad language that was in the prior documents has been removed and those were some subjective grounds for removal that included failure to work collegially, some of that language. Um, all of that has been struck from the current version and we've reinstated the cause provisions in the former, um, what's currently before the, um, subject to the board. Um, we also, um, required now consultation in advance notice to the county and a two third votes of the board of directors, um, for any. for any removal of any director coming before you. One of the other negotiated changes that we took a lot of time in changing were member rights. So Atrium, of course, is the new member, and we added restrictions on their ability to sell or transfer Wake Med in the future. So county consent would be required if a sale were to occur to a non-affiliated Atrium entity. or if there were to be a substitution of the member. We also modified provisions regarding future amendments. We added several exceptions to the member's authority to amend approval of Wake County and a super majority of their board is required for any amendments that affect rights and responsibilities of the community directors or amendments that would modify our authority or community director eligibility. Amendments to the limitations on the member's ability to transfer, sell, or substitute the member to a non-HVM entity has also been removed. So I'm going to now turn it over to Tiffany to cover what this all means as far as membership addition changes and enforcement of obligations.

Thank you, and welcome, Tiffany.

Thank you, Chair. Thank you, Allison. So I think that over the last few months, we've heard a lot of terminology being used to describe this transaction, ranging from member addition to merger to a transfer or a sale. And the reason why that's important legally is I think we first have to understand what a member addition actually is. This is a situation where Wake Med remains Wake Med as far as the legal entity. It is the same nonprofit corporation entity and it will be going forward. It retains its existing articles of incorporation. It retains its existing board of directors, but it would have a sole controlling member, which would be Atrium Health, if this is approved. The rights and obligations between Wake Med and Atrium are going to be governed by their own internal documents. That's the member addition agreement, and that agreement is not before this board today. And so there is no vote on that. But that agreement is what establishes the rights and the obligations between those two parties. Now, one thing that this is not, I just wanted to talk about very quickly, what a statutory merger or a transfer of assets actually is under Chapter 55A. Under a merger, two corporations actually become one, and then the absorbed corporation ceases to exist, and all of the assets, liabilities, real estate, and the contracts of that corporation Merging corporation becomes the property of the surviving corporation. And that is not what is happening here legally. Similarly, a transfer of assets occurs when the assets of an entity are transferred completely to the other organization, and that's a transfer of ownership. And those are the situation that happened with Mission Hospital in 2019 and New Hanover Hospital in 2021. So in this case, again, we're not dealing with an actual statutory merger or a transfer of assets. We thought it would be helpful to put together this chart for the board showing what the primary obligations are of both Wake Med and Atrium. through both of these agreements. And as you can see with the table, most of these obligations are going to be found in the transfer agreement amendment. And that is with the exception of the one, the $2 billion capital and strategic initiatives commitment that we've talked about. And I think Roger is going to go into more detail. That is going to be a commitment that lives in that merger or the member addition agreement between Wake Med and Atrium. but that will be enforceable as far as an indirect county interest through your appointed community directors to the Wake Med Board. The rest of these, as I've already said, they are enforceable by the transfer agreement, and if one of the parties did not go with their obligation, whether it's the 15 million annual payment to the county whole health program, the obligation to continue operating as a community hospital, the 8% indigent care, failure to comply with the reporting requirements, failure to comply with the collection practices, all of that would be enforceable by a county's filing an action for breach of contract, or in the case of the indigent care and the community care provisions, that would be a reversion of the property back to the county. These documents also contain some important accountability provisions. The first is the annual reporting requirement. This somewhat continues from existing documents, but just in a different structure. Wake Med will be obligated to provide the county annual combining financial statements, and what that means, it's just combined financial statements between the enterprise Wake Med atrium. And then the county can review those documents every year to ensure that they are complying with the indigent care obligations and then the other obligations under the amendment. And then there is also a provision that will give you access to additional financial information upon request. to verify the general obligations of the Second Amendment. And then I've already discussed the county appointed Wake Med directors. That would be the body that would have visibility into the Wake Med financial situation and then could enforce those covenants and promises in that member addition agreement. Based upon the action that's taken today, the next step, if it is approved, this will still need to be submitted to the Federal Trade Commission and the Department of Justice for a full review. The FTC and the Department of Justice will use the review to test whether or not this deal is anti-competitive or would raise health care prices. So that is where that conversation will take place in more detail. And this deal cannot close until the process is completed. So there is that additional step forward. And now I will turn it over to Roger to discuss the details of the transfer agreement. Thank you.

Thank you, Tiffany. Members of the board, a couple of things before I start with that. I would like to mention that one of the significant things that we were able to integrate into these documents is that you will appoint the initial board of directors. It will not come as a nomination from Wake Med or anybody. As a matter of fact, ATRIM will not have a thing to do with the initial eight members that you appoint. We did agree to promote institutional continuity that five of those appointees would be current Wake Med Board members, not necessarily limited to your appointees, but five current Wake Med Board, but you will appoint the initial board for the terms, the staggered terms, to, if you agree to this today, It would be set up so that two would be appointed to serve until 2027, three would appoint to 2028, and three, 2029. And a very similar staggered scheme has been agreed to for the six atrium appointees. So just remember when we refer to the appointments, The member appointments are your eight, still the majority of the board, and six member appointees or ATRIMS appointees, the community directors are your appointees. Let me mention one other thing that Tiffany touched on. I want to make sure that this is perfectly plain. There is a provision in the member addition agreement which is not public. but I am allowed to talk about it today, even though the North Carolina General Assembly has told us that when two hospitals negotiate and they could designate it competitive healthcare information, a public body is under a duty not to disclose that. That's in the statute. That's not something this county came up with or this board came up with. We're bound by law. So if anybody has an issue with it, they can blame me. That's what the law says. But what they are, we are allowed to tell you and to make sure everybody understands that there is a enforcement provision in the member addition agreement. Again, not a document you're voting on today. But we have agreed to a provision that in the member addition agreement, then your appointees may meet separately from the Atrium appointees to determine by majority vote whether or not Atrium is keeping its side of the deal and whether or not they're meeting their obligations. If a majority of your appointees to the local board of directors determines that that has not happened, they can vote by majority vote to hold Atrium in breach. And in that event, they can force them into a mandatory mediation. If the mediation is not successful, the community directors, your appointees, may then submit the disagreement to binding arbitration. And the binding arbitration is binding on everyone. Now that's important because that's going to be the issue that we'll be discussing about the two billion dollars. That's gonna go into member addition agreement and that will be enforceable by that provision. So let me just get to the transfer agreement. As I said earlier, the transfer agreement is of course the document by which this board 30 years, almost 30 years ago, transferred the Big Wake Med Hospital, I call it Big, I think I still call it Big Wake Med, 3000 Nuburn Avenue that we're all familiar with, and several other properties to Wake Med, the new corporation, Wake Med Incorporated. That transfer agreement required that the hospital continue to operate as a community general hospital, open to the public, provide indigent care, and it must treat anyone in the county free of discrimination, and it must continuously operate as a non-profit. A lot of it has been said in the several meetings that we've had about the reversionary interest. The reversionary interest, in plain layman's terms, I know you're hearing all these legal terms today, but in plain layman's terms, it means if you don't do what you say, we get it back. That's what a reversionary clause is. The reversionary clause is in the old transfer agreement, it is in the new transfer agreement, and it is actually in North Carolina statute. There is no way that parties could contract around the reversionary interest in the hospital. The proposed amendments to the current transfer agreement will require that all public purpose, core public purpose requirements remain. I'll get into those in a minute. It provides a new provision, which has been announced, I think it was released on Thursday, from the negotiations we've been involved in, of a $150 million grant. fund, money coming from Atrium to Wake County, to this commission, to fund what we've called a whole health program focused on Wake County community needs, and I'll get into, we've broadly defined those based on the agreements that we've reached. Also, in these negotiations, we have reached an agreement that the transfer agreement will have an increased indigent care standard of, and I want to stress this, a minimum of 8%. For the last 30 years, almost 30 years, the transfer agreement has required a minimum of 4.8%. Now, you heard earlier that in the old transfer agreement, Wake Med has been required for 29 years to provide us with an annual audit so that we can see how much they're spending on indigent care. That will continue. That annual auditing, annual reporting is also gonna be a requirement going forward. The new transfer agreement limits reversionary interest to the restricted property as it's defined and which is essentially, if you'll stop and think, in 1997 when the county transferred this property to Wake Med. Wake Med has grown since then and has been conveyed other properties. Right now, the Wake County, our reversionary interest is in restricted property, which is essentially what I call Big Wake Med and then parts of Cary Wake Med. And again, we will continue to receive the financial statements annually to make sure that that happens. The $150 million Wake County Whole Health Program that has been agreed to will be over $15 million a year and payable on January 15th of every year. and it will focus on areas to include things such as placement of foster youth in crisis, homelessness, supportive housing, food security, and senior supports. The agreement itself, and I will reference it if you want to, I know this is a lot of legalese, but it's in exhibit A, of the transfer agreement on page A1, it is broadly defined to include stabilization and placement of youth in crisis, addressing the shortage of foster care placement and treatment resources, resulting in extended stays in county facilities for youth with complex or high acuity needs, initiatives to improve the continuum of care for residents of the county experiencing homelessness, capital investment in EMS and other county health facilities, transitional and supportive housing, eviction prevention and emergency rental assistance programs, vouchers for permanent supportive housing, food security program initiatives, and in-home aids for seniors and general behavioral health. That was largely defined purposefully on purpose broadly so you all can do with that money what you and your collective wisdom think is best for the community as far as whole health initiatives. Again, you will retain complete control and flexibility over all of the funding decisions of that community benefit. All of the statutory requirements under the statute that governs transactions like this have been met in the new transfer agreement. And in that, I can tell you and represent to you that this transfer agreement does guarantee, if you approve it, operation, that Wake Med will continue to operate as a community and general hospital in perpetuity. That it will continue operation as a non-profit in perpetuity. that it will be open to the general public free of discrimination based upon race, creed, color, sex, or national origin, that it will be required to continue to provide indigent care and care to those who cannot afford care at the enhanced minimum guarantee of 8% or more, and it will continue the reversionary interest in county real estate conveyed in perpetuity. The issue about the $2 billion capital commitment, I do want to address that. Over the last negotiations, we've been in fairly intense negotiations over the time, and the issue has been raised, and this board was concerned about it, and we addressed that issue in our negotiations with them. The original member addition agreement was going to allow several sources of the community capital investment, and those sources included, and people know, and everyone know this, you all knew it, that it included Wake Med operating revenues, and it included Wake Med investment income. In our negotiations, we have secured a guarantee that this $2 billion will come solely from Atrium. It will not come from Wake Med operating revenues or Wake Med investment income. It will be payable over 15 years, which does differ somewhat in the first one. The first iteration of that document would allow it to have been paid over 10 years with the possibility for a three-year renewal. which was 13 years. This document you have, well, again, this document's not before you, but I'll explain the enforcement provisions, but our agreement is that it would be payable over 15 years. The... The purpose of the $2 billion is outlined in the member addition agreement. There are three areas that are outlined in the member addition agreement. One is routine capital expenditures. The second one is scheduled capital expenditures. And the third is strategic capital initiatives. With respect to the scheduled capital issues, we have received assurances and that the scheduled capital will include the Garner Whole Health Complex, the Roseville Healthplex, the North Tower Expansion, and the North Emergency Department Expansions and Trauma Center Expansion. That was outlined in a letter that went to Governor Stein this weekend from Adrian's CEO. There is another big issue that kind of came up over the weekend, so I just wanted to address that, and that was the issue about the cap on rate increases that was announced by Governor Stein. There has been some conversation about that. So the member addition agreement will have to be amended to reflect the agreement that the $2 billion will come from Atrium. So that has to be done. That document is a very voluminous document and it will take some time, I don't think a long time, but that has to be amended. the conversations between all involved, it has been agreed that if you consider this today as you're considering it, and if you were to vote on it, then by motion, the motion would contain a language that you would consider the articles of incorporation, you would consider the transfer agreement, and these documents in your consideration and the chair's execution of the transfer agreement would be conditioned upon terms and conditions satisfactory to the county attorney which shall include that the two billion dollar capital commitment shall be satisfied using atrium sources of capital over a fifteen year period and incorporating the specific terms of the agreed to cap on annual reimbursement rates increases as set forth in the September 19th, 2026 letter from Atrium's CEO to Governor Josh Stein. So that would be a part of the motion today. it would be enforceable in that, and we have assured, received assurances that these amendments will be forthcoming, but it would be enforceable and your vote today would be conditioned upon memorializing those two big issues into the member addition agreement. So that is the result of the numerous conversations and negotiations we've had back and forth. And so, Mr. Chair, that is where a summation of these documents, the two that are before you today, and the member addition agreement, which is not before you today, but for which we have received guarantees about how they would be handled going forward.

Okay. Thank you, Roger. Great presentation and great update. Members, are there any questions at this time? Commissioner Evans?

I just would like to note that there was one item on one slide that you neglected to mention, and that was what we negotiated around collection practices. So can you touch on that, please?

I sure can, and I apologize. I've got it right here in my notes, so I apologize. A big source of our conversations have been around collection practices. And so during the course of our negotiations, I can't believe I forgot that, I'm sorry. The parties have agreed to include a provision in section seven, paragraph G on page six of the transfer agreement, and anyone can look at it, it is online, to have agreed to what is called a covenant on collection practices. And in that covenant, Wake Med has agreed that consistent with the IRS code of 1986, it will not engage in the following extraordinary collection practices to obtain payment for care provided by its hospital facilities. One, by selling an individual's debt to another party. Two, reporting adverse information about an individual to consumer crediting reported agencies or credit bureaus. Three, deferring or denying or requiring a payment before providing medically necessary care because of an individual's non-payment of one or more bills for previously provided care. Four, taking other actions that require a legal or judicial process including but without limitation placing a lien on an individual's property to the extent prohibited by the code. B, foreclosing on an individual's real property. C, attaching or seizing an individual's bank account or any other personal property, or D, commencing a civil action against an individual, E, causing an individual's arrest, because believe it or not, in North Carolina, you can still have a person arrested for a debt, F, causing an individual to be subject to a writ of body attachment, G, or lastly, garnishing an individual's wages. So that is in the provision, that's in the transfer agreement on page six for everyone, and that has been agreed to by all the parties. And that is a part of the document that you are going to consider today.

Thank you. Any questions from the colleagues? Yes, Commissioner Waters.

Thank you all for walking us through these significant changes that we've been able to negotiate. Could you spend a little bit more time talking about the revisionary clause, the threshold that would require that to kick in and if there will be any independent verification of compliance?

Yes, the best way to look at the reversionary clause is these are the operative, if you see that, these are the operative requirements that would trigger a reversionary interest, a reversion in this. These are actually by statute, and they are, as a matter of, since they are part of a statute, they are actually written into agreements by operation of law, but these are the things that would trigger a reversionary interest. Things that would not trigger a reversionary interest was if the $2 billion commitment period hadn't been met. That doesn't trigger that. The way that would be dealt with would be through the community director enforcement provisions. So they would be dealt with through that provision. These things here, operation as a community general hospital, operating as a non-profit, open to the public, free of discrimination. The indigent care is a reversionary requirement. Under the statute, a hospital which was once a county hospital is required to provide the indigent care at a level agreed to by the county and the hospital. And again, ours was 4.8 at that time. Now it's gonna be 8% if you approve this. That is a reversionary trigger. There is some provision, a provision that allows for a change in circumstances in the event of a catastrophic, like if we had another major pandemic or things like that. However, we've inserted language in the new transfer agreement that would require you to approve a change in circumstances before they could alter any type of indigent care. So this board will continue to maintain oversight on what a change in circumstances would be. So these are the reversionary provisions.

Is there any independent verification that these thresholds have been met? And also, where does the collection agreement fall?

The collection agreement will be in the transfer agreement, which if you vote on this today and it was approved, you will authorize the chair to sign this. It will be a contractual obligation. It will be in a contract.

I mean, does that fall under the revisionary clause or does that fall under the mediation or the process by which the board would determine? Because when you mentioned just a few minutes ago that the $2 billion doesn't fall under the revisionary clause, what about the collection practices?

Collection practices would also be enforceable. No, that's enforceable as a contract. That's gonna be an agreement they're making with you. Wake Med is gonna make this agreement with you all that they will not engage in these practices. And to tell you the truth, if we find out that they hadn't and you all tell me, we'll have to bring a lawsuit.

But it doesn't fall under the revisionary?

No.

Okay, revisionary clause. And is there any independent verification of these?

And that's a great question. So failing to operate as a community general hospital will be obvious, right? Failing to operate as a non-profit if Wake Med or Atrium determined they wanted to convert to full profit, they're obvious things that would trigger the reversionary. The enhanced minimum guarantee to provide indigent care, The verification we'll have on that is the requirement that they provide annual financial statements. So we will get those to see what level of indigent care they're requiring.

Okay, Commissioner Adamson.

Yeah, thank you for bringing this forward and I'm a little disorganized. I did four pages of questions this weekend and I didn't even, I wasn't even aware that we were going to have a PowerPoint till right now. So I have some questions on the PowerPoint and I had tried to do my questions by topic, but I'm going to have to jump around a little bit. Okay. So the first question is with the statutory requirements, I understand this is coming straight from statute. It says open to the general public, free of discrimination based upon race, creed, color, sex, or national origin. Do we have anywhere else in the agreement that they cannot discriminate based on LGTBQ status, whether you present is not your biological sex or gender? whatever, is there anywhere else in the agreement that says they can't discriminate for that, or veterans, that type thing?

It's just this one. It is. And I will tell you, as a matter of law, and this is kind of a legal principle, when the General Assembly requires certain things, They are written into agreements as a matter of law. And so there's nothing specific in there about LGBT or veterans or anything, but no.

But we could have put it in another part of the agreement if we'd have wanted to. We could. We could. Okay, thank you. I guess I had sent you a request 10 days, two weeks ago, because I've heard a lot from the public about the fact that their public records requests are not getting... I asked for a number of public information requests that had not been granted related to the Atrium Wake Med merger and when those were expected to go out. Do you have that data today?

I don't have that data. I do know that the ones that I had been asked about, that documents did go out. Some public records requests under the Public Records Act, anyone is entitled to ask for the public records. public records we got were very broad and they returned upwards of 8,000 documents. And so, to be quite honest, we have to go through those just to make sure there's nothing, that we don't violate the law by letting something go out that's confidential. but I don't have any data on the number. I do know that we have had numerous public records requests on this issue.

So there's a possibility that if we vote on this today, there's people who've put in public records requests on this that will not have had them at this point?

That's a very, that is true. And you know, in all of Canada, we've had public records requests all last week, too. Okay. But that's true.

All right, thank you very much. One of the things, and I'm an accountant by trade, and was a stay-at-home mom for 18 years, so I'm not a lawyer. And when I read this stuff, I think I know what it means, and I don't always know what it means. So when I read these and try to digest these documents, I think of a continuum, right? So currently right now, with control, currently right now, if you look at control where one, where atrium is gonna control everything, and where we're at now, which is like a 10, which says, you know, we control it based on controlling the board, right?

Right.

The first agreement we got that their board approved felt like about a one and a half to me. It was just a little above atrium control and everything. With all these changes we've done, where do you think we're at now? What level control do we have versus what atrium has?

When you say we, you're talking about the board of commissioners or the local board of directors?

Yeah, the board of commissioners, what control do we have? Because now we have pretty much complete control because we appoint the majority of the board of directors of atrium. I mean, I'm sorry, of Wake Med. Right. And the first agreement we got basically turned everything over to Atrium, except a few little things. So we had a little control, but not much. So as these documents have progressed, we get more and more control. So where do you think we're at? What do you think our level of control is versus what we have now?

Okay, well, let me speak to your first point. I think you're exactly correct. The way the documents were first presented to us, then it was, I think I can say, I don't think anybody on this board would go along with that. Right. and over time we have negotiated issues of control. To be sure that substituting another hospital or another entity as a sole member gives them a significant say. There's no question about that. It's hard to quantify if your control, and of course your control was really based on, as you say, is the ability to point whoever you wanted to, your eight appointees, whoever you wanted to. It's hard to say, but there's no question that substituting a sole member does relinquish control. I mean it doesn't relinquish complete control, but it certainly goes to that issue of control. And certainly a member would not want to be substituted without having some say in it. And under the North Carolina Nonprofit Corporations Act, Just to kind of be clear, because we've had a lot of conversation about what in the world is a sole member? Well, under the North Carolina Nonprofit Corporations Act, nonprofits do not operate like for-profits. They're prohibited by law from issuing stock. They're prohibited by law from having shareholders. So a lot of people like to analogize a nonprofit as being kind of a different animal. It doesn't have stock. It doesn't have shareholders. But it can engage a member. It can have multiple members. It can have no members, like Wake Med has been for the last 30 years. Wake Med didn't have any members. In this proposal, they're asking that one be added, and it's gonna have significant say in how the hospital's operated. There's no question about that. I will hasten to add that it is not, an unusual way to set up a merger like this. I believe in Wayne County, just recently went through the same thing, and they substituted UNC Hospital as a sole member of Wayne Memorial Incorporated. But yes, I mean, to your point, yes, it does mean significant shift in control, and the board of directors would not be in complete control like it is now.

Thank you. That's what I thought, but I wanted to make sure. I wanted to do a check-in on that one before I said it. The other question I had about the presentation, then I'll get to my questions I came up with this weekend. On the slide where it says that our appointees have to be Wake County residents, There it goes, the next one. I understand that's not true for atrium appointees. They could live anywhere, or do they have to be Wake County residents as well?

That's correct. This is just applicable to the eight that are appointed by this board.

So they could live out of state?

That is correct.

Okay, thank you. So I thought we would talk about process, the cap, the two billion, and then the charity fund. First, this is not our normal process, how we do work. And this is not a question for you. We're used to, if we have complicated documents, we do some type of work session, we ask questions, we get answers. And in my eight years on this board, I don't think I've ever been handed this complicated illegal documents on Thursday night and said I got to vote on it on Monday. And that's just not how we normally do business. And so I'm struggling a little bit with this because it takes me a while to process information, especially when I'm reading complicated legal documents that I'm Googling trying to figure out what everything is. So we got the level of control. So these legally binding documents that we're being asked to approve today, do those documents, they don't contain the commitments announced by the governor yesterday, do they?

That's correct.

They don't, okay. Yeah. Are the September 19th letter, the governor's press release, is that legally enforceable? So we've got to put that in another agreement. But it'll be to what you think is acceptable, correct?

That's correct. It would become part of the member addition agreement, which is an agreement between Wake Med and Atrium.

But the public or us won't get to see it before that's done?

That will be up to them.

That will be up to the Wake Med Board whether they show it to the public or not. Okay. Have you received proposed contractual language? So I guess you haven't done that with the price cap. You haven't seen what the exact language is going to be on that.

I have not, and I don't know that it's even been drafted because, as I understand, again, that was between the governor and Atrium, and we were not involved in those negotiations.

I saw one of the governor's attorneys here when I first got here. Did he send anybody today that can address these issues?

No, I don't think so.

I saw South was here when we were taking pictures with the cup.

He was here earlier.

But he left. Okay, he didn't stay to answer questions. Is there any legal or contractual reasons why the vote must occur today?

No, that's up to the board.

That's up to the board. Okay. If we vote today based on what we don't have in the documents, then it's, I guess then that leverage that we have is your approval of the agreement between Wake Med and Atrium.

Not my approval, but because my approval, if it goes forward today, it will be necessarily predicated upon how you all vote on it today.

Oh, it'll be, so if we vote it today, then you still have to approve the cap?

Yes, I get to see it and we do have assurances on the $2 billion which we negotiated. I will get to see that language before it goes in the MAA, in the member addition agreement. I will get to see that and we will get to see that and pass on that.

Okay, thank you. So I had some more questions about the five-year cap. And if we could, I know you don't have the information now, but from Googling, I feel like I've gotten to be a master of Googling healthcare things. So I was trying to look at Medicare reimbursement rates. which I've never had a reason to look at. And there seems to be like all kinds of different ones, right? There's something called an inpatient IPPS update. There's an OPPS update, market-based, physician fee. So I guess when the document's completed, it will spell out which Medicare measure we're looking at. And the other thing that was really interesting was, just from Google, is apparently Medicare patients don't normally pay the hospital fee. and if i go to wake med now and get like blood work i'm charged the blood work fee and then a facilities fee so i hope the facilities fees because you know if you're capped on the base rate then you could play with the facilities fee right um okay so i'm assuming that when this document's created There'll be some independent auditing, some way we can see how they came up with the number. There'll be some verification of compliance.

I can say that I know there's been discussion between ATRIM's attorneys and the governor's office about some annual reporting requirement, the details of which I don't have because we were not involved in that aspect, but there has been conversations about it. annual reporting.

So there's no way for us to see the last five years what their rate increases were and what they would have been if we would have applied this Medicare 1.5 times the annual Medicare reimbursement increase. So we don't have that.

We don't have it.

We don't have it. So we can't see what it would have looked like before.

Yeah, we don't have that. Okay.

Sorry, let me read some of these. So I'm assuming this will apply to every commercial ACA insurer included self-funded employee in the state health plan. Now, And I'm assuming it'll apply not just to inpatient, but outpatient, their medical practices, everything as well. And is that, if they have a current contract, that has rate increases built into it. Would they follow those or would they go to the 1.5 if this passes today? We don't know.

I don't know. I know that in the letter to the governor that the CEO said that they plan to intend to honor all existing agreements at the time of closing. And that's in the letter from the atrium to the governor that they intend to quote honor all existing contracts.

Okay, so if those contracts have rate increases that are higher than the 1.5, then I guess those would be honored. Yeah. Okay. Independent. So what will happen if Atrium, and I guess we don't have this information, violates the cap? Can the county obtain repayment for patients and employers, monetary damages, injunctions? I guess we don't know what happens if they don't follow it.

Well, one of the things that could happen is because it's gonna become a part of the member addition agreement, it can be enforceable by your appointees.

Okay.

As part of the community director enforcement provision.

And we don't know what happens at the end of five years? No. Okay. The two billion commitment. The governor's announcement said it would fully fund. The letter, the sources of the funds Could that also include, does that equivalently $2 billion from atrium, or could they play a shell game with Wake Med's revenue? Could they move it to an atrium source and then take a different source and move to us? Is there anything to make Wake Med's profits stay at Wake Med?

uh... the community enforcement provision i think we have that that that to that two billion dollar and the language that we were have agreed to uh... cannot come from what man i mean that's that was there that was the agreement that's what's going to go into the member edition agreement i think the governor mentioned that in in his press release and so that but again If that were to happen, then the board of directors, then your appointees actually could enforce it through the community member enforcement.

Because, you know, the devil's in the details. That's what we found with the first agreement. That's true. Right. I mean, you know, because we were told a bunch of stuff, and when I finally threw a public fit and got to see it, I was shocked at the difference between that and what we had been told. So with atrium sources, so that means they can't borrow money from and use any Wake Med as collateral, and then have Wake Med make the repayments of principal and interest out of their earnings?

The agreement is, and the guarantee is, is that the capital commitment in the three areas that I've described, the routine, the scheduled, and the strategic, will come from atrium sources only.

So who's going to audit this and report it to the public? The board members?

I would think that that's a fiduciary obligation that board directors have to a corporation, is to make sure that whatever agreement they have with a member is being followed.

Okay, so that's... Yes, I can allow someone else to ask questions and then I'll come back to mine. Okay. But I do, Mr. Chair, plan to, since this is our first time to do this, I don't want to be rushed. I want to have my full time for this.

Commissioner Waters.

Thank you. And I just wanted to expand on the recent development of the rate calculations or the rate caps. Do you have any information or specifics on how those rate calculations will be done?

I don't, other than what was made publicly available by the governor in his press release. I do note that in the letter that was attached to the press release is the September 19th letter from from the CEO of Atrium that the CEO said that they would, we are prepared to accept the recommended cap on annual reimbursement rates. So, I mean, I read through that. The recommended was that information had come from the governor's office. So they are probably in the best position to know exactly what it is that they agreed to. I do know that If our vote goes forward today, it's gonna be, again, as I said earlier, predicated on that agreement going into the member addition agreement.

And so those terms may still be in the process of being defined. Would that be a possible scenario?

Yeah, as again, I wasn't in, we were not involved in that. That was something that happened between the governor and Atrium.

Okay, and then I think it's already my question about what happens after the five years has already, I believe, been answered. And with the $2 billion, is there any, consideration over the 15-year period of the accounting of inflation? Because $100 last year is different than $100 this year. So over 15 years, $2 billion could look differently. Is there any accounting for inflation in this?

Not in the agreement, but inflation is a way of life, and it's a part of life, and so it necessarily is gonna be a part of the value of any money over a period of time. The only thing I could speak to that would be is that the scheduled capital priorities that had been set out would be first up. There's no specific timeline about what, if $2 billion commitment today, how much that would be over 15 years. But of course, again, inflation's here. It's part of life, right?

It absolutely is, and I just ask that question because I was among those that had a different understanding of the initial $2 billion investment and perhaps in my inexperience in hospital partnerships, I thought it would be like a $2 billion check or complete, and I think perhaps others had that thought as well. Is the language around the source of funds coming from Atrium, is that in your legal expertise a solid barrier to shifting perhaps to things that are related to like debt financing or other ways that the $2 billion could be calculated?

Well, let me put it this way, it will be. By the time that language is finalized in the member addition agreement, which of course we're not a party to, but if the vote is conditioned upon satisfactory language that encapsulates the agreement that this will come solely from Atrium, we'll make sure that it's solid. Because that's gonna, I mean, it depends on what you all, what direction you want to go in. If you want to go in that direction, then our charge as lawyers is to make sure that that's in there to do what it says it's gonna do. So that's... It would be, and again, I have secured an understanding that we will be able to look at the language before it's agreed to between Wake Med and Atrium to ensure that.

Thank you.

Commissioner Jackson.

Yes. Okay. Roger, I just want to check my understanding based on the answer you gave earlier. In the presentation and in our previous conversations and long negotiations over these documents, I recognize this is not the first time, but just something that was said today led me to this question. So currently on our board, we appoint eight, another entity appoint six. In this case, it's Wakeman. Right. that remains the same.

No, the change on that is you will continue to appoint eight.

Yes.

And then Atrium will appoint six.

Exactly, right. But the similarity is that we have had jurisdiction over eight. We can remove those eight. Our jurisdiction had always only been eight of 14.

That's correct.

And that remains the same.

it remains the same. And as a matter of fact, that was another thing we negotiated because the initial proposal was is that the board go down to, I think, 12.

Yeah, I remember this was the very first thing that we kind of negotiated on. Okay, so our jurisdiction, Our jurisdiction over the eight before and now is the same removal clause?

Correct.

Okay.

Yeah, the language that was originally proposed, which a lot of people, including this board, had concerns over, lack of collegiality, essentially, being disruptive, things like that, that was not acceptable to this board. That has been removed. The language on removal of the directors is essentially the same language that's been in it, essentially the same language that's been in it for the last 30 years.

Okay, just checking. And then the last is because we've always had appointment ability over eight, ability to remove calls for eight, we've always had a majority, we being appointing body of this Wake Med Board have always maintained a majority then of ability to ensure what happens on that board. And that also remains the same.

That's correct.

Okay.

There is a difference in the new document. After the initial board is seated, once those seats begin to, their terms begin to expire, you will then make appointments from nominations coming from them. Exactly. So that is one change. But yeah, you will continue to appoint a majority of the board.

Yes, right, and that is in line with many boards that we appoint in terms of receiving recommendations from the sitting board who understands what they're going through and what skills they need. That's in line. Okay, thank you. That confirms and verifies what I understood had been a long-standing change in our documents.

Okay, Commissioner Thomas, then Commissioner Stallings.

Thank you so much, Roger and Allison and Tiffany for all the work that you've done and the hours that you've spent helping us understand for this presentation today. I'm gonna ask a question that I literally, I truly do not know the answer to this question. When we talk about rates, Are the rates that hospitals use, are they shared with each other at this point in the negotiation, or does the FTC actually prohibit the rates from being shared with the public and with the hospital that's being negotiated with?

Well, that's a very good question, and the answer is there are federal prohibitions between two hospitals who are not aligned now. colluding to share rate information. And that was referenced, I think, in the letter from the CEO that they don't get to look at prices. They're looking at joining together in a combination, but they are prohibited from acting like they're one person until the federal government, the FTC, signs off on it under anti-competition statutes.

So the questions we've been asking about rates and about increases in rates and how rates could change and rates related to Medicare, we don't know what the actual rates are, do we?

We do not.

Thank you.

Commissioner Stallings?

Thank you, Chair. I've got three questions for now. Back to the $2 billion. Could you all give our residents an idea of, if this is approved, what might we expect with capital projects in about 15 years? I know it might be on the exact timeline, but could you give us an idea of what we could expect?

Yes. The $2 billion is divided into... The $2 billion is divided into three areas. The first is the routine capital expenditures. And I don't have the exact figure in front of me, but it was around $400 million. Well, and that routine was $460 million. That includes things like HVAC systems, boilers, and things like that that need upgrading from what we've been told just based on the aging of things. The second group is the one I mentioned earlier. It's the scheduled. capital expenditures and in that, the scheduled includes specifically the four projects that I spoke of. The Garner Whole Health, Roseville Health Plex, North Tower Expansion and the North Emergency Department Expansion and Trauma Sun Expansion. So those are actually specific. The third, the strategic capital, is more broad and it does not have specifics and it lays out areas of expenditures that will be done in a strategic manner. When you read the documents, it's that that decision will be made once they become a, those capital projects will be made, those decisions will be made once they become, if they become, part of the enterprise, if Wake Med becomes part of the enterprise. So specific projects then would be discussed, strategic initiatives would be discussed between the Wake Med board and Atrium going forward.

that and i know one concern we've heard from the wake med board of directors is the concern about renovations for big wake med on new burn avenue with its age and the concern about not having the debt capacity to make the renovations needed for that for that facility which is such a anchoring facility of wake man thank you for that so my second question is Finances and affordability are clearly on everybody's minds, understandably. I want to talk a little bit about the indigent care floor is now in the proposed agreement to be changed from 4.8%, and that's of operating revenues of Wake Med, and now that's being bumped up almost twice the amount to 8%, so the current agreement. is increasing that floor, meaning more money of Wake Med's operating revenues will be spent on indigent or charity care. Could you also speak to the financial policy that we'd also heard some things about, about the 300% federal poverty level, 400%. Can you all speak to that, and is that similar or different to the floor for indigent care?

It's different.

Could you share a little bit for our public to understand that, please?

I can, and now the financial assistance, the policy is a policy. that will be developed between the two hospitals if Wake Med becomes a part of the enterprise. But in the presentations, and again, this is not in the documents here, but in the presentations that we've been given, Atrium has committed to providing 100% care free of charge for those who meet 300% of the federal poverty level. and 75% discount for those meeting 400%. And so that's what they've told us. Again, they're not part of the legal documents. But that's what they've said. I will speak to the minimum increase. The minimum increase is just that. It's a minimum. In the documentation that we have received over the years with the audits, Wake Med has always exceeded that. And I don't have the exact figures in front of me, but they have always exceeded that. But of course in the presentations and what we've been told is if this goes forward, Wake Med would become a part I would then adopt the financial assistance policies of the 300% federal poverty level. It would be 100% free care. 400% of the federal poverty level would be 75% discount.

because I think it's important just for the public to hear there are financial policies and those would clearly be a part of this proposal as well if it moves forward. So thank you for that. And the last question has to do, going back to the price cap negotiation that the governor helped with over the weekend, I spoke with one of his attorneys this morning just to get some assurances about the binding nature. If this motion is approved, it's a contingent. Maybe you can just explain the motion one more time, if you don't mind. And what's binding? What's enforceable? It's my understanding from the governor's attorneys that there truly is expertise involved. health care negotiation from the people that were involved in this in the governor's office but just wondering if you could speak a little bit more to that about how do we assure to the public what's bonding what's enforceable and if by chance you don't like the language that you get back then what

Okay, so because this has been such a developing element of this whole potential proposal, the actual language has not been developed, but in an effort to ensure that it will be binding, there was discussion between all those involved that if it was made part of the motion, and in the motion, it would be a condition that it be done before the chair executes the transfer agreement. then that is a way we could ensure that it got done. If it does not, if the parties do not agree to amend the transfer agreement to incorporate the rate height cap that has been referenced by the governor, then I'll have to tell the chair he can't sign that document. So if it becomes, that's one way that we're attempting to ensure that we get what we say we're getting. Similarly with the $2 billion, that is not the guarantee that that's solely coming from Atrium. We've got to assure ourselves that the language is binding and it's in the contract and then the motion then becomes enacted and then the chair can sign the document. So that's two conditions that have to be met before this document is executed.

It's not official until you get the language and you approve the language.

And assure that it says what it's supposed to say and says what they say it says.

Okay, thank you.

You know how lawyers are. We've got to keep repeating words.

Okay, Commissioner Jackson, then Commissioner Addison.

Just to pick up on the protections, Roger, one, I appreciate the opportunity here to lift up. I mean, there was a lot that you all covered, and I want to say thank you again for what you've done. It's a lot of information. I want to just highlight the protections and the guardrails. So there are three documents that will be legally binding and enforceable. the two we're voting on and the member agreement.

Correct.

Okay. Um, IN ADDITION TO THOSE THREE DOCUMENTS, THERE ARE BOARD APPOINTEES WHO WOULD HAVE THE MAJORITY, AS WE JUST DISCUSSED, TO ENSURE THAT THE MEMBER AGREEMENT AND THESE DOCUMENTS ARE, THAT THINGS ARE GOING ALONG WITH WHAT THEY'RE SUPPOSED TO BE GOING ALONG WITH, THAT THEY'RE IMPLEMENTED AS DESIGN. WE HAVE OUR PUBLIC REPORTING, OUR AUDIT, WHICH I read our January one, so we will continue to get that one annually. The enforceable charity care. And then the reversionary protections that Commissioner Waters was asking about earlier. Does that summarize the protections that we have built in from your perspective? What have I missed?

No, I think that's a very good summary. And just if you will refer to that chart, we have a lot of different remedies. Can you go back to the chart, please? Oh, sure.

Yeah.

There you go.

I thought that was a really good chart by the way. Yes. Okay.

We just tried to make clear who had which rights if things go wrong and who could do something about that. So this is an attempt to show you if something goes wrong with the indigent care or the reporting or collection practices, That's our or your enforcement mechanism we can file suit in some cases We can initiate the reversion of the property and that those are real protections It just as you said I think that the summary of the guardrails was accurate and just along the lines with this chart, okay Thank you Thank you

I only have one page left. Mr. Chair, so you'll know where I'm at. I've done three pages. So, So at this point, and thank you for all your work. I know this has been nights, weekends, and a lot of work. So at this point, we talk about these municipalities that are gonna get hospitals, the main campus is gonna get renovated. But there's no specific projects in the agreement, it just says $2 billion. And then at some point we should, if this is approved today, at some point we'll get a schedule of when these things are gonna happen. When will we know when hammers are gonna start hammering at the main campus to renovate? Because I had the opportunity to go and visit Atrium Baptist Wake Forest. And was actually a little surprised at the condition of some of the buildings. Since we hear, you know, they're going to bring all this construction. And I saw new buildings, but there didn't look like a lot of renovations going on.

The only specific projects that are mentioned are the four that I talked about earlier, the Garner, Roseville, North Tower, and the ED. So that's right, they're the only specific ones. As to when others would happen, that would be something that the board of directors would be in a position to know more than anybody else.

Right, thank you all for that. Now the charity care and the community fund. the 8% instead of the 4.83 or whatever's in the agreement now. And I understand that Wake Med normally does 12% now. How is that defined? Is that like, can they do like bad debt, Medicaid shortfalls? Can they count any of that as, as charity care, or is that, I understand charity care is an IRS term. Will they use the IRS definition for charity care?

So if you look at the agreement, and again, I know this is a lot of legalese. Right. Under Section 5 of the Transfer Agreement, Wake Med is agreeing to provide for a fiscal year out-of-pocket indigent care costs of total adjusted revenue provided in the event, total adjusted revenue. Total adjusted revenue, you have to turn back to another page to see the definition of it, but it is defined as total patient service revenues for the county residents plus all other operating and non-operating revenues, less contractual deductions for the county residents as determined for both Wake Med and all controlled affiliates of Wake Med which are providing patient care in accordance with generally accepted accounting principles for hospitals consistently applied. So that's the definition of total adjusted revenue.

Okay, and so do we know if that applies to just emergency care or general services? I think we talked about that in the work session. If I need my knee replaced and I can't afford it and I'm not an emergency, can I get Charity Care to get my knee done?

The agreement is that Wake Mass shall provide community general hospital services to the citizens. And so that is essentially hospital services.

So with the medical debt, I assume that there's no protections beyond what's under the federal law, the IRS standards.

Well, if you read it in detail, and again, it's a long paragraph with a lot of semicolons. I know, I know. And punctuation. I'm familiar with these documents. It is fairly broad. And so, you know, and I guess the best way to characterize it is if, if you're a multi-millionaire and you go in and run up a hospital bill and you owe $50,000, well, you probably are not gonna get the projections under that collection practices covenant a person who cannot afford it would. But when you read it, it's very broad. And so it does limit that. But yes, it is tied to the IRS. The IRS does require nonprofits because they don't pay taxes, right? So they're required to do certain things that would not harm indigent patients or patients who are financially unable to pay. I mean, I guess the best way, though, to read it is if a hospital treats multimillionaires and don't make them pay their hospital bills, how long would it stay open? So I would just say that the language is fairly broad. And again, I know it's a long paragraph, but it does track the IRS language.

Okay, thank you. So there's guardrails around the whole health program. So can they veto any of our, as long as it's not a competitor, right? Can they veto any funding? Like let's say we wanted to fund a community health clinic.

The provision provides that it's in your sole discretion.

Okay, thank you very much, that's good to know. And competition would be like getting UNC to run the clinic. That's pretty straightforward, right?

Correct, and no, there's a definition of competitor in the agreement, too, that was intentionally narrow. That just includes the definition of hospital providers and ambulatory surgical centers, and it doesn't include anything else.

Thank you. Roger, I sent you an article that I found about, it was from the beginning of, I believe August, September, where the FTC turned down a hospital merger strategic partnership.

In Ohio.

In Ohio. And I saw the article and we confirmed that it was legitimate.

It's legitimate, yeah.

Yeah, right. we found the press release the FTC put out. And they stated that the hospital had not done due diligence in looking at a partner. And that means they had not done some kind of RFP process, they had not looked at any other partners. and they rejected it and said, you basically go back to the drawing board. And one of the quotes in the press release from the FTC was the director saying he wasn't gonna approve any where due diligence wasn't done. So we've been assuming the FTC is a given, but since there was no competitive process year, there was data looked at on other hospitals, but they weren't given an opportunity to bid on this. If the FTC rejects this, so if we pass this today, and the FTC says sorry, We're not going to approve this, right? You didn't do due diligence, whatever. How does that affect these documents? Do we vote again? Are they still valid? What happens to these documents?

There'll be null and void.

There'll be null and void. So there's no, we don't have to have a provision in there that says if the FTC, is there something in there about regulatory has to approve it?

In any potential motion you all would consider today, we are insisting that that be part of the motion, that the regulatory must go forward, otherwise the deal is dead.

Thank you.

And that article, by the way, you're right, that article was legitimate on the Ohio merger, and it was FTC essentially killing a deal in a combination up in Ohio.

Yeah, and I guess something that I've, and Mr. Chair, this is my last question, but I do have comments before I vote, but they are short. My questions were long, but my comments are short. You know, this has felt, this whole process has felt uncomfortable to me, because I'm so used to what we get from y'all being so orderly, and here it is, and ask your questions, and here's the final document, you've got them a week in advance to ask questions. Well, as we know, this has been a moving target, and Last week, you and the county manager's office decided to bring this forward for a vote today, even though it was clear the documents were not ready for prime time. There was still a lot of moving parts. Why did you decide to do that before they were not, documents that were not finalized and a deal that was not finalized?

Well, I didn't decide to do that. The decision was made after consulting with everyone because there was some indication from this board over a month ago that September 21st would be the date that it was voted on. And so it was placed on an agenda. And I think that the genesis of that September 21st date came from this board. Not from me or not from the county manager.

So it wasn't an atrium date. It was our date.

Absolutely not. It was not.

Okay.

I mean, I didn't really care when atrium wanted it voted on. Okay.

Thank you.

Commissioner Waters. Yes.

Can you help me understand, just from a procedural standpoint, the significance of voting before the language is finalized and cleared up?

Well, because, I mean, it's... There were details that were worked out by someone other than my clients, this board, and Atrium and Wake Med. The governor's office was involved. I wasn't involved in those negotiations. However, once they... came to fruition, then of course we were approached by saying, hey, we'd like to have these incorporated into some binding. If we're gonna agree to something with Atrium, they've gotta have some mechanism to bind them. And as you all know, the $2 billion commitment to be solely from Atrium and not from Wake Med sources was a material term that we recently reached within the last week, and I guess one could say, well, it's on for a Monday vote. Maybe that may have motivated people, I don't know. I can't say, but I just know that it did happen that way, and the member addition agreement, to my recollection, executed in March of this year earlier between Wake Med and Atrium and then just based on timing and I think you all know there's been a lot of phone calls and a lot of communications back and forth It just did not, the time was not there to do it, but there was a way to ensure that it would be done if the deal was going to stick, for lack of, that's not a legal term, but if it was gonna stay, if the deal was gonna go through. And that's what we, that's what was suggested in the parties, I mean, not the parties, because again, I wasn't, I wasn't involved in the negotiations between the governor and Atrium, but that's why we thought that the best way to do it would be through a motion and the conditions, because every time you all vote on a document, you always make it conditioned upon terms and conditions acceptable to the county attorney. and this has always been subject to terms and conditions acceptable to the county attorney's office, and so it was agreed to by Atrium to leave that language in. It was agreed to by Wake Med, and so it will stay in there, but just one of those conditions is gonna be specifically these two things, the rate cap, rate increase cap, and the $2 billion. change and so those two would be conditions, you know, that would be required.

So you would ultimately be deciding if you like the language around the rate cap when it comes back?

No, ma'am, I wouldn't, I don't have a like or dislike.

On the, you know, what's the phrase that you used on condition of the county attorney?

Subject to terms and conditions acceptable to the county attorney.

Right, so if the language then comes back from the governor around more defined terms related to the rate caps, then is there an opportunity for the board to consider those things? I'm just kind of lost in the process.

I'm going to share that. What I get, I share with the board. When I get something, I share it with the board. So yeah, I would share that with the board. Same thing's true with the language on the $2 billion. I would share that with the board. And before I would agree to it, and it's not that I'll like or dislike because I'm completely neutral.

Right, right.

Oh, absolutely. But I would have to assure myself that it does what I'm representing to you it's supposed to do and it's going to do. And if it does not, I'm going to tell you it doesn't. We don't have a deal.

Okay, but there would not be any more input from commissioners in that process to say, well, hey, could we strengthen it here? Because there's been a lot of strengthening done by this commission because what we initially were given is completely or significantly different than what is presented here today. And just acknowledging that the Wakeman board unanimously agreed to the initial terms and we've made some significant concessions over time. And so, and I applaud my colleagues for the efforts that have led to a significantly different document. And I was just trying to understand once it comes back, there isn't seemingly more opportunity for that language to be used.

altered in my understanding yes ma'am that's a that's a great question too it's a great question so yes you'll hear about it before it's inked it's the best way i'm going to put it and you'll have input into it and the board the board will have input that so i mean these i mean i'm i'm not going to you know take it upon ourselves the lawyers and unilaterally to do that um

I have the most respect for you and your team. You have worked so hard and diligently. You've been excellent with communicating. I'm just a layperson just trying to understand the process and what this looks like. Thank you. I really appreciate all the hard work you've done to digest this.

Thank you for the question. You will know what the proposed language is before it is agreed to.

Okay, thank you. And then also, in talking about just the structure or the leadership of Wake Mid currently, if there was an org chart around Wake Mid and how it's currently established, what would you say is kind of at the top of the org chart? Would you say the board?

Oh, it's definitely the board of directors.

Okay, and then the Wake Med president and CEO under that?

President, CEO, and then I think he has senior vice presidents. I can't remember the exact vernacular, but definitely the board.

And then the proposal moving forward, who would you say is at the top of the proposed org chart? Would it be Atrium as the sole member above the board? How would you describe that?

You mean by direct lines of authority? Right. Okay, well, I think the way it would be is the CEO would still report to the local board, but then, of course, the board will be part of a larger enterprise called Atrium. And so, you know, since it's two corporations, it's kind of, you know, kind of... you would essentially think that as being part of a larger enterprise, the larger enterprise would be above the board of directors. I mean, because Atrium has many hospitals.

So that's a change, because right now the weight and med board is at the top of the org chart, but it would shift to atrium or advocate being at the top of the org chart.

That's fair characterization. There's no question that the substitution of a sole member is a very drastic change in the organization. So there's no question about that. It's kind of a give and a take, I guess, is the best way to characterize it. But no, it will change the organizational structure.

And based upon what is available publicly, then that entity has its own authority at the top of the org chart. Yes. Which has a different level than where the board of directors' authorities and powers sit. Is that a fair characterization?

That would be fair, yeah.

Okay. And then also, when we talk about the... board of directors, can you just once again, for clarification, because we've been talking about how things are similar with, you know, we currently having eight appointments and then shifting again to eight, but there are some significant differences. So it's not the exact like same as the current process of having, we still have eight appointments, but the way that those eight are seated is significantly different. Would you say that?

I would, and as I mentioned to Commissioner Jackson, now you appoint who you want to, and that's how the initial board is gonna be, the initial board you appoint who you want to, with the exception that five have to be current members. But then as those terms begin to expire, It will be, the nominations will come from the Wake Med Board to you. Again, the local Wake Med Board. The nominations will come to you. You will then consider that nomination, and by the way, the Articles of Incorporation require the member, which will be Atrium, Wake Med Board, and the County Commissioners to consult before the nominations are made. It requires consultation. then the nomination will come from the two-thirds vote of the Wake Med Board to you all. If you do not want to appoint that person, I guess the chair will pick up the phone and call and say, we don't think we're going to appoint that person. You've got 60 days to send us another one. And then within 60 days, the Wake Med Board then has to, by a two-thirds vote, send you another name. And that would happen until, and that was a mechanism that was put in to prevent holdover. appointees to say, okay, well, we're just not gonna appoint anybody. We'll just let X serve indefinitely. So that was a safety mechanism that we put in and that was agreed to to ensure that you all will get kind of fresh nominees if you don't like and you don't feel comfortable with whoever's been appointed. And again, your appointees have to be Wake County residents.

And then just for understanding, so on the initial board, it'll be six atrium appointees, the ones the atrium decides, and then five from the board that unanimously supported the initial documents.

I say five current boards, yes. Five current board members have to be within the initial. And that was a concession in the negotiations to, you know, you're exactly right, yeah, five who obviously if it was unanimous, we can surmise that they voted for this, right? So, but the five would be from the current board and then three, whoever you all chose. And so, but yes, that would be, But you're not required, the five current do not have to be your appointees.

Right, but they would still be among the ones who voted unanimously. So it would be six atrium appointees and then five that voted unanimously. So that would start off with 11.

Five present board members of your appointees and six atrium would be, we know would be, if this were to go through, we know would be in the initial board.

Okay, so that would be three appointees that, okay.

You could, yeah. Thank you. And again, that was another provision that was to ensure some constitutional, I mean, some institutional continuity because, I mean, you don't know who Atrium 6 is going to be, but the thought was is you definitely would not want an entire new board of 14 people who didn't know a thing about Wake Med. But again, that's a decision for you all to make.

Okay, Commissioner Evans and then Commissioner Jackson.

I want to ask a clarifying question around the first topic that Commissioner Waters was highlighting, and that has to do with how it came about that we got this on today's agenda, but that not everything is in the documents. Okay. You spoke about this and asked some questions. So I just wanted to say, is it a correct statement? I mean, I felt like you polled the board members and on midweek that we were ready to go ahead and put this on the agenda. And for the public's understanding, we are required under public meeting laws to post our agenda, is it 48 hours before our meetings at a minimum? A minimum. Something like that? That's correct. Okay. So we were getting our agenda out. We didn't have any control over some of these other negotiations that happened once we had put forth our preliminary items. Is that a correct statement?

That is. That's a correct statement.

So I just, you know, it's an odd situation, but we had already said, put the wheels into motion to put the item on the agenda and certain details and then some of these other negotiations happened basically over the weekend. And we didn't even know they were going to happen. So I just don't want the public to think that we were trying to you know, be secretive or whatever. So I wanted to help them better understand the context around why we have to put this clause in the motion, if it gets made, that we see those statements that will go into the member agreement around the $2 billion and how it that will be sourced as well as the potential price cap that the governor negotiated. So I just wanted to clarify that. Okay, thank you.

Roger, one other thing and I can't believe I forgot this in my four pages of questions that y'all gave me lots of homework to do over the weekend. Is the CEO of Wake Med, my understanding is that currently the board hires and fires the CEO. How does that change with the new agreement? And that's the board where we sorta kinda get to appoint the members, the majority going forward.

The Board of Directors does hire and fire the CEO. Now? Yes, yes. The Board of Directors will be able to will have a say along with Atrium in the appointment of a CEO. As far as the termination of a CEO, Atrium will have the ability to terminate a CEO. the board of directors will have the ability to terminate a CEO. The board of directors can terminate a CEO with calls, with a majority vote, without calls, with a super majority. Yeah.

But Atrium can just wake up one day and say, we want a new CEO and switch them out.

Well, if they have, yeah. They have the right to do that. Okay, thank you. Okay.

Okay, not seeing any other questions. Did you have another one, Commissioner?

Yeah, I just wanted to make a quick comment circling back to how things got on the agenda. I think that might be worth having clarification around. I'll just say, and I can only speak for myself, we did have some initial conversations around the vote coming on 9-21, but when it initially, and I was looking for the email, I can't find it now, I was told that it was going to be on the agenda under rule one, which gives the county manager authority to put things on the agenda. So there is some discrepancy, because I was told, I was not asked, I was informed. And so there may be some different levels of how different commissioners got to that space, but that's what occurred in the instance for me. But there may be others who had different experiences, but I wanted to speak for myself since I was brought into the comment. the process and I think we could you know look at that more closely but just wanted to indicate what my experience was.

Okay, well, thank you. I think you guys have brought forth a lot of great information. So Rodney, you and your team, we appreciate all that you do. So at this time, commissioners, I think each one have prepared remarks. So we will go by district. So we'll start with district two and go two, three, four, five, six, seven, and then I'll close out. So commissioner. Jackson.

Yes. Okay. I have many thoughts and considerations and things that I want to say about this moment before us. I can't say them all here. I offer brief remarks now and welcome continued opportunities to share my thinking, my process, my lens and my reasoning. First, I wanna say thank you to the dozens of speakers who have shared their personal story about life-saving care at Wake Med, both today and previously. I want and we need Wake Med to remain a reliable source of healthcare in our county for the most vulnerable. I wanna say thank you again to our attorneys, Roger, Tiffany, Allison, for sharing the details today and the results of our negotiation process. Above all, I want to thank you for remaining open to us. I know my fellow commissioner relies on Google, but I rely on you for our legal advice and our consultants, and I'm thankful that they were part of this process. We are here because of your due diligence, and that cannot be understated. You helped us understand the contract language, you translated, and was there for our many, many pages of questions. And your efforts to listen for our consensus as you received ideas from each of us was important to help in the negotiation process. I know it isn't easy to negotiate on behalf of seven people with individual perspectives, but you did so with grace. And so I want to take a moment to thank our attorney staff.

To my fellow commissioners,

We know well that this is not an echo chamber at this bench. While we share core values, we are seven individual personalities that process differently and held different views along the pathway of this process. In the end, I am thankful for the open dialogue with each of you. I'm thankful you trusted me with your positions and you inquired about my positions. No matter how this vote lands, it's undeniable that relationships were strengthened and that when we are presented with a significant decision, Wake County can count on us to work together to find some type of majority consensus. I want to start by addressing the process itself. I hear and feel the frustrations about how this process started and how this combination was first brought forward. While my one commissioner vote cannot act alone, I know that a majority of us should have brought this vision to the public in a different way. We should have come together earlier in the process to ensure this vision, direction, and public engagement were presented openly from the beginning. I hear you and I agree. I also want the public to hear one thing. We run on majority of commissioners. We don't run by staff, not by attorney, not by Wake Med, not by Atrium, not by anyone. Nothing is really done unto us unless it comes from the General Assembly. We run on a majority of commissioners. Okay, so moving forward. My vote today is driven by a commitment to health equity, community fairness, and the long-term sustainability of Wake Med. I have approached this decision with an understanding of the dynamics of healthcare systems across North Carolina, with an understanding of Wake Med's financial position and current needs, in communication with those impacted by these decisions, and I bring a professional experience working within a nonprofit network model, a model of nonprofits working together under one umbrella. For two years, the Wake Med board, made up of our local leaders, some of which are here today, from our community, carefully studied whether Wake Med could survive alone and sustain its mission. They considered Duke, UNC, Novant, and Atrium. They unanimously and still today unanimously maintain that Atrium was the best strategic fit because Atrium shares the Wake Med mission to serve everyone, no matter what their income. My colleagues on the Board of Commissioner, with crucial support from Governor Stein, have worked to build upon that initial foundation to negotiate a stronger agreement for our county. Over the last few months, I've listened to patients community advocates, parents, nurses, doctors, neighbors, on both sides of this issue. I hear both the yeses and the nos. I hear the worries, but above all, I share the collective love for Wake Med. I've read your letters, third-party reports, reviewed every legal document, even the long paragraphs. and spoken with residents and partners in Mecklenburg and Forsyth County, as well as fellow board members in those counties. To those who believe in a competitive healthcare market, while I wish market forces did not dictate healthcare access in this country, the reality is that market dynamics shape how care is delivered and funded. This combination makes it possible for Wake Med to continue to be an equal in our local competitive health care market. To those who strongly oppose all mergers on principle and critique health care driven by market competition, I understand. This is a 15 to 20 year national and state consolidation trend that is something we need to contend with. and I support broader policy reform to address those trends. To those who agree Wake Med needs a strategic partner to remain competitive but view atrium as the wrong choice based on past harmful practices, I acknowledge those concerns and state clearly that I do not support those past practices and that we have built safeguards within this agreement to ensure that doesn't happen in the future. To those who recognize that need for a partner and see atrium and see the potential in atrium and want to ensure that Wake Med secures the strongest deal, the strongest agreement, safeguards and terms, I believe we've negotiated a good and fair agreement that has protections and safeguards as well as community benefits. To enthusiastic supporters, including Wake Med and Atrium employees and community members who see clear possibilities and benefits to this strategic combination, the day has come to see what direction we will go. To everyone, I believe my vote protects Wake Med's legacy. It protects our most vulnerable neighbors, and it guarantees care, great care, for our children and grandchildren. My career in corporate and nonprofit networks has taught me that we are stronger together than alone. When local leadership joins a larger network, they can get the tools needed to keep focused on local values. My decision comes down to a simple truth. Wake Med is our safety net hospital. Every year Wake Med provides over 100 million in free care to the most vulnerable families, but standing alone in a changing world is getting harder every day. We fought hard to protect our community. We have rate caps, private insurance rates are capped for five years, we have more investment in low wage families, we've doubled the enforceable charitable charity care from 4.8 to 8% of total adjusted revenue, full 100% coverage will remain in place for families up to 300% of federal poverty. We would expand and include 75% subsidy for families up to 400%. and over 90% of patients will automatically pre-qualify with zero paperwork and hardship discounts that trigger at 10% of household income. Now, I love numbers, but I want to just break down what those percentages mean for this community. To make it a little bit more tangible, 300% includes helping single individuals making $47,000 and a family of four making $99,000. At the expanded 400% level, that includes about 63,000 for a single, and $132,000 for a family of four. Remember, y'all, the starting salary of a teacher in Wake County is about $50,000. And by the way, that's with our local county dollars to supplement to get it to that level. The average EMS worker is $40,000. We are investing in keeping health care for our essential workers when other hospital systems in this area are capped at 200% and 250% of federal poverty. As discussed earlier, we have debt collection covenants. Section 7G strictly prohibits extraordinary collection practices, including wage garnishments, credit bureau reporting, debt sales, liens, personal properties. We have a community investment fund of 150 million dedicated to Wake County Whole Health Program to support mental health and other social drivers of health. We have a direct community commitment beyond the original $2 billion that was guaranteed in our capital investments. We now have $2 billion direct investment deployed over 15 years in Wake County. As we discovered, this covers routine scheduled maintenance on 65-year-old buildings that need to be updated for our most vulnerable people and strategic capital projects For my voting constituents in Southern Wake County, in Garner, Fuquay, Holly Springs, and other unincorporated areas, this agreement delivers direct, immediate results in our area. It guarantees the completion of the Garner Whole Health Campus and builds brand new health plex in Fuquay-Varina. Across the broader county, it helps with the redevelopment of Big Wake Med, Cary, and North hospitals and a new health plex in Roseville in addition to the 3,300 new jobs over the next five years. These projects have long been stated in Wake Med's plans and strategic direction in the certificate of need and also in the materials that were presented to us from day one. Wake Med is an independent community hospital, not a county line, not a county department, not a county hospital. It will remain under local leaders appointed by elected officials. The board will be made up of majority local Wake County residents requiring a super majority for many decisions and a simple majority to enforce the agreements that we are voting on today, just as it is now. As we appoint new board members, I believe we should keep experienced leaders to ensure sustainability while also appointing new voices in that balance. Instead of remaining an independent hospital, facing increasing complex and difficult operational challenges, including implementation of HR1. With this deal, Wake Med could now expand to the outer perimeters of our county, deliver increased charity care, and focus squarely on the long-term growth and sustainability. Addressing health care is critical. Historically, Wake Med has been reimbursed at significantly less commercial rates compared to competing hospitals in the triangle, such as Duke and UNC. That persistent under-reimbursement is a fundamental health equity issue. The safety net hospital treating our most vulnerable families should not be penalized with lower rates while competing in systems that command higher margins in the same region. This agreement takes concrete steps to mitigate those price hikes for consumers while strengthening Wake Med's financial baseline. I believe this agreement honors Wake Med's legacy, expands care for the most vulnerable, invests in our local healthcare workforce, and secures quality healthcare for Wake County families for generations to come. As we move forward and appoint those new eight board members, the goal is to protect stability while also preserving institutional knowledge. If this vote passes, Wake Med will be the 70th in a network of nonprofit hospitals across the country. My vote is also informed by my own professional background, serving eight years within a nonprofit network. working within a network governance model where central capabilities, enterprise resources, and capital distribution are balanced with local decision-making. It's given me firsthand insight into the rewards and also the challenges. I understand the delicate balance required between local autonomy and enterprise support. I have seen how there are benefits between local and enterprise, enterprise and local, and even hospital sharing or nonprofit sharing of knowledge. Wake Med in the Atrium Network is much like the county-based Smart Start Partnerships. They will remain its own mission, local board oversight, physician leadership, community obligations driven by local needs. Meanwhile, Atrium provides central capital, technology, training, purchasing skill, and clinical depth. What has helped Wake Med get to this point is not what will preserve Wake Med into the future, especially in these turbulent times of health and human services. I believe this agreement honors Wake Med's leadership. This agreement allows Wake Med to stay financially strong and expand into the outer edges. I support a partnership. Wake Med needs a strong partner to protect its future and build new facilities. I support Atrium. Both systems share public roots and the history of caring for everyone. And third, I do support these negotiated terms that we have had the opportunity to look at, review, ask questions, and believe that there are enforceable protections. The conversation does not stop with this vote. Our task now is to ensure strong stewardship and accountability should this combination move forward. I want to just end here. I know and I am reminded that the easiest, most politically savvy thing to do today is to vote no. But based on everything that I've read, studied, weighed, I truly believe we have addressed the core concerns. The concerns of local governance, community benefits, rate caps. I welcome debate and dissent. I respect those who don't agree with me. I also recognize that many of us share the exact same values and the same deep commitment to vulnerable communities, even if we arrive at a very different ways to protect them. While there are folks that may work against me because of this vote, I vote knowing that generations of people will benefit. I take this vote from a place of health equity, a promise to vulnerable families, and a commitment to preserve the legacy of the first hospital in North Carolina to serve people that look like me.

Thank you. Vice Chair Jackson, District 3.

You're just taking comments and not votes? No, comments. Okay. Well, Vice Chair, that was amazing. Thank you so much for such a comprehensive response. You covered some things that I don't need to cover. I was going to talk about the financial and the capital, so thank you so much for such a wonderful overview, insightful and passionate response. I appreciate you. So Wake Med is an incredible, valued resource in our county, region and state i think that's one thing we can agree on this proposal understandably is very important to our community and i appreciate so many people who have invested their time and energy into offering research comment perspectives and collaboration thank you so much to our community partners our state leaders and residents of wake county and beyond Thank you to the Wake Med Board of Directors, CEO, and all staff. Thank you to the Atrium CEO and staff. Thank you to my board colleagues for the many meetings and phone calls. Thank you to our county staff and especially our legal team, Roger, Tiffany, Allison, you all have been amazing. Your dedication and commitment to this project has been unwavering, and I appreciate you all. The work that has gotten us to this moment has been going on for years within Wake Med. As they try to stay true to their mission of caring for all, while also facing significant headwinds with health care costs and more uninsured and underinsured patients showing up to their doors with more and more complex needs. The predicted negative impacts of the President's Big Beautiful Bill, which is also referred to sometimes as H.R. 1, will be significant with cuts to Medicaid and SNAP benefits. We welcome and need partnership with our state legislators to help us close the gap for our residents facing the loss of health care, and food assistance. The additional federal cuts to the Affordable Care Act subsidies will cause millions of Americans to lose or drop their health care insurance. These are the headwinds that Wake Med is facing to stay financially sustainable in the future so they can continue to offer health care for all. I have heard so much from Physicians and staff from Wake Med who say we need larger and better emergency rooms, operating rooms, ICUs. We don't have the debt capacity I hear from the Board of Directors to meet the needs of a growing Wake County. The capital investments from this agreement will move a number of capital projects forward, including one near and dear to my heart, which is that Garner Whole Health Complex, which will have significant beds to mental health care for all ages in Wake County. I am convinced that Wake Med does indeed need a partner to maintain their financial sustainability. And any partnership or merger will involve giving up some local control. We have worked to put guardrails in place to keep local governments as strong as possible. We have worked diligently over the past couple of weeks to secure a stronger agreement. The $2 billion in capital investments will be coming from Atrium and not Wake Med. There are sound financial assistance policies in place that have already been presented. There are more guardrails in place on medical debt collection, and there will be $150 million over 10 years to help address affordable housing needs, homelessness, and food insecurity. Wake Med will also have something that we haven't talked a lot about, is they're gonna have direct access to the Wake Forest School of Medicine for expanded research, training, and clinical trials work as we continue to support the efforts in expanding healthcare knowledge and service delivery to all. Additionally, as we know, the governor and his staff have helped strengthen the proposal with Atrium agreeing to cap price increases at Wake Med to be no more than 1.5 times the annual increase in Medicare costs for the next five years. Is this proposal perfect? No. Has the process been perfect? No. But I can assure you that this board and our staff have worked diligently over the past several months to get to a place where I think Wake Med will have a stronger partner moving forward in the years to come and providing a stronger safety net of health care and behavioral health care to the residents of Wake County. I lastly want to talk a little bit about community benefits. This is something that was near and dear to my heart in the negotiations, and we were able to get to $150 million. I wanted more, I'll be honest. But I went to visit Wake Forest Baptist, and I also went to visit Atrium in Charlotte, and I sat around the table and met a number of Wake Med executives and health care staff, and community partners. And I want to give an open invitation to all of you, if this passes, that I want the community benefit work to continue and to expand. I want us to continue to partner, to work to better address helping Wake County to be a safe and healthy county for all, so that all of our residents have opportunities to thrive. Thank you.

Thank you, Commissioner Starland. District four, Commissioner Evans.

Thank you. This has been quite a journey. I'll start by saying that in the past six months I've learned more about hospital systems and the realities of the operating environment for hospitals than I never wanted to know. But all joking aside, it's really been a daunting experience for me. And I want to give a little context around my evolution. When our board was initially made aware of this potential combination by the Wake Med board, it was... my impression that the decision rested with the Wake Med Board of Directors and executive staff. We were initially guided by our legal team to an understanding that if this combination was to take place, our board would need to amend the articles of incorporation and the transfer agreements that you've heard about today. The county had executed these agreements initially almost 30 years ago when Wake Med became its own nonprofit entity, no longer to be owned and operated by the county. Now keep in mind, none of us on this board and likely very few of our staff were in place in 1997. So I had never even seen these documents when this item first came to me in March. So we had to start there. We had to get familiar with what the transfer agreements were, what the articles incorporation were. We did understand that we had had the ability to appoint eight members to the Wake Med Board throughout all these years, but we trusted that board to oversee policy and the operations for the hospital, and we pretty much gave them the autonomy to do so. They did provide us with financial statements so we could follow up on the commitments for indigent care and so forth. all right over the next few weeks after that initial uh discussion that this was on the table um you know our legal team met with the legal team of wake med and i guess atrium and crafted a set of proposed revised documents that incorporated what we thought were the changes needed to accommodate the proposed combination. We were urged by Wake Med leaders to approve these documents as soon as possible, and they were placed on our agenda, as you know, in May. Once Wake Med made their announcement about the combination and a multitude of input made its way to us, we realized that we and the community needed to know more, and that we needed time and so we chose to delay that action. I will admit that I did not initially grasp the magnitude of the Board of Commissioner's leverage over this decision, but once that became clear, I have in good conscience worked diligently to learn all that I could about the landscape of hospital economics in today's world and to better understand why the Wake Med board felt compelled to make the decision they had. I spent time hearing from their board members, learning about Wake Med's financial projections, looking at their tight net margins, understanding the implications of those things. I am an accounting and finance professional, by the way. reviewing their list of desired capital expansions and needed refurbishing projects that have been referred to already. And then after numerous discussions and weeks of contemplating this information, I did eventually come to the conclusion that Wake Med does indeed need a partner that can assist them with reaching their goals to continue to thrive beyond the next couple of years. I want to say how much I appreciate all the public feedback that we've received over the months, and that's here in person, that's in email, that's articles that have been sent to us. All kinds of things helped inform my understanding around this. And one thing that became overwhelmingly clear is how much this community appreciates Wake Med hospital system, appreciates their culture, and is extremely grateful for the excellent care that Wake Med provides to all. I had my own recent experience with Wake Med Hospital. I had sustained a very large laceration of my leg with a bike accident in July and then I ended up getting an infection. And two weeks later I was went into the Wake Med orthopedic urgent care. I had a professional there that felt like I had a situation that they wanted their doctors to look at. They called over. asked me to go into the emergency room and they were going to arrange some tests and then their orthopedic doctors met with me then they decided to keep me overnight and I stayed in the hospital for the better part of three days receiving IV doses of broad spectrum antibiotics so that I would hopefully mitigate the risk of what was appearing to be a serious infection that could develop in my knee joint. I am so thankful to the proactive healthcare professionals. While it wasn't life-threatening, it could have been, and because they were proactive and took excellent care of me, I was able to leave the hospital, continue on some oral antibiotics, and live to tell about it with very few complications. But we've heard so many stories about people's experiences with Wake Med, so I just wanted to share that one that was very recent. But back to my coming to terms with the fact that Wake Med needed a partner, I wanted to stress what that ended up meaning to me. And that informed a perspective that said, and I had not decided where we were gonna go with this particular combination, but it did inform my perspective that if our board decided against amending the documents that are before us today and therefore blocking this deal from moving forward, that simply remaining in the status quo for Wake Med wasn't going to be the viable outcome for very long. I know everybody would like everything to remain the same. I think we all would like that to be the option. And I know the Wake Med board all individually expressed that to us. So then after that, once I reached this conclusion, the next steps for me were to try to get comfortable with whether Atrium appeared to be a suitable partner, and if so, did the preliminary agreements that had been negotiated thus far between Wake Med and Atrium seem to be a fair deal? And did the terms allow for a desired amount of local control to remain vested with our Wake Med board members? So I asked myself, is atrium a reasonable choice for a partner? Well, they're a nonprofit hospital based in North Carolina and they share our commitment to charity care. So on the surface, it certainly seemed that they were worth considering. They do have a track record of investing in infrastructure that has expanded healthcare offerings in the various communities they serve. I'm well aware that atrium is not perfect and community has helped us with that awareness. But could they be a decent partner? I decided, I think so. And one other important piece of this, as the public knows, they sort of received an offhand offer from another hospital system located here in the area. That wasn't advisable because that would have actually decreased competition in our region. but allowing Wake Med to thrive by bringing in a partner from outside the region still maintains our three hospital system that protects and guards competition, which helps lead to the healthiest environments. Are there some things that Wake Med and Atrium could have done better? Certainly there are. But one benefit I feel that we did have, and this has been mentioned before, was talking to folks in communities where they had already... completed such combinations and we got to hear about some of the stumbles and things that didn't go as well as folks would have liked. And so we were able to take that information and tighten up some of the terms in the preliminary agreements that would protect us from some of those same experiences. I won't reiterate them because I think Commissioner Jackson laid out quite a few, but I just want to say that that was a benefit that we had, that we aren't the first ones to enter into a combination with Atrium. I want to voice my extraordinary appreciation for our county attorney, Roger Askew, and his staff. He has provided tremendous guidance to us through this process. and spent all of his waking hours, I think, working on this for the last several months, if he actually got any sleep at all. And he was instrumental in helping us negotiate significantly better terms over the last several weeks. You know, after I decided that I thought Atrium could be a reasonable partner, I spent weeks along with my legal team and my colleagues dissecting the terms, particularly that centered around protecting local control and what authorities our local Wake Med board members would retain and what role the Board of Commissioners would have in future appointments of those members and reviewing the reasons that they could be replaced for. I'm happy to say that we were able to negotiate significantly better terms on those issues than were in the documents we received in the spring. Now, one of my colleagues has already talked about this earlier. I will say that one of the things I was concerned about was understanding that Atrium would have the ability to unilaterally dismiss the Wake Med CEO. And that made me uncomfortable. And I talked to attorneys about it. I talked to my colleagues. We actually attempted to negotiate a change on that with Atrium. But they felt like that was appropriate. I've talked to other business owners, corporate former CEOs, some of my colleagues, my county manager. I've sought insight because that situation really felt like to me that was the hinge pin on how much local control we would really have. So I will confess that I had to come to terms with the fact that it made sense in this environment, but just wanted to make folks aware that not every one of my concerns was alleviated. The other set of conditions outside of the local control that was paramount to me was whether the financial benefits that were being offered to Wake Med were significant enough to offset the amount of local control that would be lost through combining with a larger entity. Our Board of Commission was concerned once we learned about the $2 billion investment and the fact that it turned out to be a pledge by Atrium to fill the gaps that Wake Med would not be able to fund on their own. We found out about this information early August when we got to, through our attorneys, know about the details that was in the member addition agreement that we are not technically a party to, but that's where that information was encapsulated. We began pushing back on that even before the governor knew about it, so I just want people to know about it. And we negotiated getting that changed. And I'm very, very pleased that Atrium was willing to entertain what we felt like we needed there. our board of commissioners all along was concerned that there were no specific commitments towards community funding community benefits in the original documents when we were aware that in charlotte and some other places there had been very specific commitments around housing, healthcare, education complexes, and other things, while in our documents it was just a very generic statement about here's some of the things Atrium will support in the communities in which they exist. Well, I don't think any of us felt like that was good enough, and that is why we... chose to negotiate with Atrium for just a dollar commitment that they would give to the county that would allow us discretion over applying that to the number of social drivers that y'all heard about earlier. And we were able to get them to agree just last week to the $15 million a year over 10 years. And that's huge. I mean, that's huge. That's $150 million that wasn't even in the deal at all at the beginning. We heard from the community that they wanted a stronger commitment in the documents towards the level of charity care. And as you know, we negotiated a minimum commitment to charity care to be no less than 8%. And that had previously been 4.8%. it's important to highlight that our local wake med board would have an avenue for dispute resolution as our attorneys highlighted earlier and this was very important for us to understand that if atrium does not uphold any of the things that are spelled out in their member agreement that that our eight board members without any consent from the atrium board members have a dispute resolution clause, they can meet amongst themselves, they can initiate mediation, and if that's not successful, it can go into legally binding arbitration if atrium does not abide by the terms in the member agreement. So I think that is very important for the public to know. We also heard a lot of concerns about some of Atrium's previously unfavorable collection practices in other markets. and that's why we negotiated more specific requirements that would protect against such extraordinary debt collection practices for our WakeMed consumers that were detailed for you earlier by our attorneys. We also consistently heard through these months the concerns around how the proposed combination would impact prices to consumer for healthcare. While we understand there are all kinds of different forces at play in what prices end up being around healthcare, and we all know they're pretty much always gonna go up because that's where we are, and that's largely attributable to the insurance companies if you ask me, but nonetheless, we had a desire to protect against arbitrary increases in our healthcare costs simply as a result of this combination. We had had some conversations about asking for a price cap in the documents, and there didn't seem to be a precedent for that, so we're very excited that the governor chose to make that a concession that he needed to see, and that was put into the discussion just over the weekend, literally on Saturday. that we limit our consumer price increases to no more than 1.5% above the annual Medicare rate adjustments for the next five years. That's huge. I want people to understand there has never been another agreement I think in 48 of the 50 states that this type of price cap was built into the agreement because there just hasn't been a precedent for that. And so, you know, we've got it. So in wrapping up, I'll just say that during my many weeks, months really of research and effort that has at times literally been all consuming. And I've certainly been riding a roller coaster of pros and cons around the details of this deal. And I will certainly acknowledge there were some bumps in the road around the initial rollout. However, I will say that I now feel confident that we have secured much stronger terms around governance and a significantly better level of financial investment for our community. And I can now say that given my understanding for the need for Wake Med to have a partner, I can consider this a fair deal. Thank you.

Thank you, Commissioner Evans. District five, Commissioner Waters.

Thank you, Chair Myall. And I'll start with a loud and known appreciation for our attorney, Roger Askew, and the team. I'm so honored to have the opportunity to work with you all. And these are my remarks. It is a privilege to serve on the Wake County Board of Commissioners and to represent District 5. District 5 is rich in history, culture, and advocacy. It is the district of Dr. Anna Julia Cooper, author, educator, scholar, and advocate for racial and gender equity. It is the home of Shaw University where Ella Baker studied and where in 1960 the Student Nonviolent Coordinating Committee was born. It is the home of Dr. Kim McTurian, a voice for today. These are not just names, they are reminders of what it means to use your voice when it would be easier to remain quiet. They remind us that progress has often required people to ask difficult questions, challenge established systems, and stand up for people whose voice may not otherwise be heard. And that history is part of the responsibility I carry into this decision today. Today is an important day for Wake County. The decision before us has implications for healthcare for more than a million people and beyond. I want to begin by acknowledging something that has been very clear throughout this process. Wake Med is deeply, deeply loved by the people of Wake County. I've heard countless stories of exceptional care. I have my own experience with Wake Med. I know what it means to entrust your child to their care. I delivered a little boy who was so, so tiny and ended up in the NICU and Wake Med was so gracious to allow me to have a room to come back and be with him after I had been discharged before he was. The NICU experience is something I'll never forget and was something that I was very excited about seeing during my visit to Wake Forest Baptist. When I had a chance to visit the hospital, I was really open to ensuring that I had done my due diligence. But the opportunity to see Wake Forest Baptist after years of partnership with Atrium left me with many questions. the quality of the NICU at Wake Med differed greatly from the quality of the Wake Forest Baptist Hospital NICU based on a mom's perspective. I'm not a healthcare expert. I'm a mom of two boys. And I just couldn't see the comparison, especially given that they are around the same time, the ribbon was cut around the same time as I had my own child in the NICU. I also was deeply moved by a conversation with a gentleman named Terry Boak who lives in Mecklenburg County and whose wife had cancer treatment and who, faced some tremendous, tremendously aggressive attempts to collect the debt that was based upon the need to try to save his wife's life. That will sit in my heart forever. So this is not a decision that I take lightly. At the same time, it is impossible for me to ignore the concerns I've heard from residents about what a partnership with Atrian could mean for them and for the future of healthcare in our county. And I also have concerns too, not simply about the proposal itself, but at the process that has brought us to this moment. Quite frankly, the plot twists have been nonstop. For residents, the questions are real. What will this mean for the cost of healthcare? What will it mean for access to care? What will it mean for the quality of care? Why give up so much local control to a sole member? Why not amplify the reality that Atrium needs weight med greatly to expand its footprint in North Carolina and wins by being in one of the best places to live in the country with 60 people moving here per day? And perhaps most importantly, what will it mean for the people who have the fewest resources and the fewest options, many of which I represent? I represent Wake County residents across the full economic spectrum, from people who are not sure where they will sleep tonight to people living in multimillion dollar homes. And people across the spectrum have reached out to me with questions, concerns, and a desire to simply understand what is happening and what this can mean for their families. I also represent dozens of eighth graders who I didn't know were the standard bearer for justice, but I learned that today. Unfortunately, I do not believe this process has provided the level of clarity and reassurance that many of our residents deserve. And I want to acknowledge another limitation of this process. We are asking the public to speak out on a decision of extraordinary consequence at 2 o'clock in the afternoon on a weekday. For many working parents and people, hourly employees, caregivers, and others who cannot simply leave work in the middle of the day, that creates a real barrier to participation. And today is also Yom Kippur, as has been acknowledged a couple of times already, one of the holiest days in the Jewish faith. I recognize that people observe their faith in different ways, but we should not overlook that the timing of today's meeting may make participation more difficult for members of our community who are observing this important holy day. When we talk about public engagement, we have to consider not just whether the doors are technically open, but whether people realistically have an opportunity to walk through them. That matters. When a vote's scheduled for today, September 21st, the pace and timing of this process have made it more difficult, not easier for the public to develop confidence that their questions have been fully heard and considered. And I want to be clear, this is not simply about being for or against the partnership between Wake Med and Atrium. It is about the integrity of the process by which a decision of this magnitude is made. As elected officials, our responsibility is not simply to meet a deadline. Our responsibility is to make decisions in a way that earns and preserves the public's trust. Because once a decision of this magnitude is made, we cannot undo the process that got us here. If Atrium wants to be a part of the healthcare landscape in our community, then how they do it truly, truly matters. Transparency matters. Public confidence matters. The voice of our residents matters. And the people who are most vulnerable, the people who have the fewest choices when they need healthcare matter most of all. I know there are times when leadership means moving forward, but there are also times when leadership means having the courage to say we need more time, we need more answers, we need a process that gives the public confidence that we have done our due diligence. We need to believe that this is the best deal, especially given the major concessions Atrium has made since the original proposal, which really left me feeling like we were going to give Wake Med away. I'm reminded of something I often attribute to the idea that well-behaved women rarely make history. I don't believe we were elected to be well behaved at the expense of being responsible. We were elected to represent people, we were elected to ask hard questions, we were elected to speak up when something did not sit right and this does not sit right. And sometimes doing the right things mean being willing to be uncomfortable. I'm willing to be uncomfortable today because my obligation is not to the easiest vote, it's not to the fastest vote, it's to the people of Wake County and to making sure that when we make a decision that will shape healthcare for generations, we can look at our residents in the eye and say that we took the time, asked the questions, and honored the trust they placed in us. Being a decent partner or having significantly better terms is the floor, not the ceiling. I will vote my values. This country will collapse if no one takes a stand for the working class who will fund this combination as they juggle multiple jobs.

Thank you. Thank you, Commissioner Waters. Please refrain from clapping. District 6, Commissioner Thomas.

Thank you, Chairman. Thank you, Roger. Thank you, Allison. Thank you, Tiffany, for all the time and the effort that you have put into this. Much has already been said about the agreement, the process and the investments before us, so I want to focus on what I am carrying into this vote. I have read your emails. I have listened to the public comments and the private conversations. I have considered the research and the articles that you all have shared with me. Some of you supported this combination and some of you strongly opposed it. I appreciate all of it because listening to the public does not require me to agree with every position, but it does require me to take every concern seriously. This proposal begun with Wake Med, its board of directors. They conducted their own analysis and voted unanimously to pursue this combination for itself. Then this came to us. Our responsibility as county commissioners is different. As the attorney said, we are voting on the transfer agreement and the amendments to the articles of incorporation required for the combination to move forward. Throughout this process, I asked questions about affordability, about charity care, about the source of the $2 billion investment, and what this change would mean for patients, physicians, and employees. Governor Stein later raised many of those same concerns, bringing additional attention and urgency to them. I reached out to county colleagues Nationally, I serve with the National Association of Counties. I talk to people in Macon, Georgia, in Chicago, in Cook County, in Wisconsin, in DeKalb and Fulton County about atrium, about its integrity, about its character. The agreement before us is stronger because people, people up here and people in community, people were willing to ask difficult questions and because of our negotiations. Atrium has committed to fully funding the $2 billion investment over 15 years rather than using Wake Med's own resources to meet that obligation. The minimum indigent care commitment will increase, as you have heard. The agreement also establishes a $150 million Wake County Whole Health Program to support community needs, and we talked about that. That is going to be increasingly important in the next few years. For five years after closing, negotiated rate increases for new and renewed commercial and ACA agreements at Wake Med will be capped at no more than one and a half times the annual Medicare reimbursement increase. That is unprecedented, and that matters. But for me, this decision is more than the numbers. in an agreement. It's also about the history that we've inherited and the future that we are responsible for building. St. Agnes Hospital cared for black patients when segregation denied them care elsewhere. When St. Agnes closed in 1961, its remaining patients were transferred to the newly opened Wake Memorial Hospital, the institution we now know as Wake Med. That history is not separate from today's decision. It's part of it. Wake Med inherited more patients from St. Agnes. It inherited more than patients from St. Agnes. It inherited a responsibility to serve people who have too often been overlooked, underserved, and left behind by our healthcare system. As Wake Med enters this new chapter, communities of color cannot remain at the margins of its growth. We must see greater access to preventative and specialty care, better maternal health outcomes, meaningful progress in diabetes and cancer care, stronger behavioral health services, and investment in trusted community organizations that are already partnering with us to do this work. We do not honor St. Agnes simply by remembering its history. We honor St. Agnes by continuing its work. And we cannot talk about the future of Wake Med without talking about its people. Our physicians, nurses, and staff are the ones who will carry this agreement from paper to practice. They must be supported, heard, and given real opportunities to grow. Recruitment, retention, and employee engagement must be a part of how we measure whether this combination is working. A stronger health system must also mean a stronger workplace for the people who care for our community every day. I've heard many of your Wake Med stories, and like my colleagues, I have my own Wake Med story. I am a Wake Med patient too. I've been to the emergency room at Wake Med twice in the last year, taken there by ambulance. I spent the better part of my most recent two-day stay in a bed next to the registration desk at the North Campus. Because we need more rooms. We need more beds. Today's vote is one part of a much longer process. Regulatory reviews and implementation still lie ahead. The true measure of success will not be made by the size of the combined health system or the number of announcements made or the press that anybody gets. Success will be found in the experiences of the patients and of the employees. It will be measured through access to care, patient satisfaction, employee engagement, readmission rates, health outcomes, and the strength of our community partnerships. The size of the health care system will not be measured by that success. The health of our people will measure that success. I am voting because I believe that this strengthened agreement gives Wake Med an opportunity to remain strong. Expand access and meet the needs of a county that continues to grow. But the commitments cannot end with today's vote. Promises written into an agreement must become progress that people can actually see and care that people can actually feel. That's how we protect Wake Med's legacy. That's how we honor the people who built it. And that's how we help ensure that its next chapter serves every part of a growing Wake County. Thank you.

Thank you, Commissioner Thomas. Commissioner Addison, District 7.

Well, I didn't get the memo we were supposed to write a speech, but I spent my weekend struggling with documents. But I'm sitting here and I'm just going to share my thoughts from the heart because I want to serve from the heart because I am one of you. When I listen to the song, I have friends in low places. That's who I want to have friends with, with working people, with real people, not corporate executives. But I feel like today will go down in history as a very sad day in Wake County when we turned our taxpayer-built community hospital over to a corporate conglomerate. And I just don't say that out of a feeling. The process has been unbelievably flawed. We were initially told what the agreement was. And after having to go to the press and throw a public fit, I finally got to see it. And it was very different than what we had been told. And I can't tell you how I felt when I walked out of this building that day, realizing we had been told we were gonna get $2 billion. And it was really an insurance policy that if Wake Med didn't make it, they'd come up with the difference. The community agreements was if we feel like it. And this community has not been asked what we want. Nobody has went to the public and said, what do you want to see in your hospital? Nobody's asked us. They told us what they wanted us to have. And It was disturbing. So this is a lot less bad than it was to start with. And I'm grateful for that. Because now we do have something I feel like is enforceable, which we didn't have before. and at least we're not completely giving away our hospital, which I felt like at some points we might actually happen. I wanna talk about due diligence. When we buy anything in this county, this notepad was bid out, so you as a taxpayer, I feel like my responsibility as an elected official So my number one priority is to protect your money and make sure that it's wisely spent. So we know that we have taken bids, and this is the cheapest notepad that we could get. What we were told the first time this was introduced to us was Wake Med needed rate increases. That's what their goal was, was to partner with a larger organization so they could negotiate with insurance companies for rate increases. And, you know, my husband was sick for three and a half years before he died. We were fortunately not devastated by the health care costs, but I sure met a lot of people in hospital hallways, in waiting rooms, who were... I was giving them money so they could go get a hamburger and a soda and pay that parking fees. So I feel fortunate. I know I'm not. that there's a lot of people who are not that fortunate. So when this first came to us and we were told that this was minor and I did the motion to move forward, this is not the process I had envisioned. I had envisioned going to the community, seeing what you want, and talking to other hospital systems. So from my understanding, it's been really hard to get clarification on this, that the Wake Med Board talked to one entity, and that was Atrium. They did have a consultant do some data analysis of other hospital systems, but they never reached out and said, hey, would you like to do a partnership? What could you bring to the table? I was told they fell in love, and they were soulmates. So I cannot tell you... that this is the best deal going. It's a lot better, but I can't tell you because we have nothing to compare it to. So if I could wave a magic wand, we would vote no today. It sounds like this is about to pass. We would vote no today, send it back to Wake Med, and get a new board that's willing to do the hard work and the due diligence to look at hospitals, do a public process, because we're in no hurry. Wake Med is viable, they're making payroll, they've got capital projects going on, and involve the public so you know that we're getting the best deal for your hospital. And I think the no due diligence is a big deal. And Last week, in part of all these phone calls that were flying around, I think it was Thursday morning, Wednesday afternoon, Roger, Atrium said we have to take five of the current board members back. Originally we had negotiated that the eight new board members we could appoint without them sending us people that we get to pick from. we could appoint those on our own. That was negotiated prior to... Roger, was it Wednesday night, Thursday morning? Wednesday. That's part of why the press release didn't go out when I had hoped it would. So... They said they had to have five from the current board. Well, what are one of the things you're going to see you saw today from the agreement? Is this going to be up to the board to enforce it? And I have talked to a lot of folks in other areas who feel like Atrium has not lived up to what they promised. So now we are about to send five people who were going to give our hospital away to monitor what happened. I have a lot of concerns about that and what that means for the future. I am really pleased because when this started we were told by Atrium you can't have price controls, you can't have any community benefits agreement, and the two billion coming from Wake Med dollars, it's just how it works. That's just how it works. And so there's some price controls. The governor had to intercede and make that happen, but there's some price controls. We do have a community benefits agreement, and the two billion is supposed to come from Atrium. What else is there out there that we're not getting? I don't know, I don't know. But I do know that the tax value of the buildings and the land is a little over $1.25 billion. And they will get that property without having to pay property tax on it. And they get a huge sales tax incentive that we couldn't find out from the state what it was. So we are getting $15 million a year for 10 years. In that 10 years, Gene Woods, the CEO of Atrium, now his 2024 salary was almost $25 million a year. There's been no reporting since then of what it is. He will collect $250 million in salary, and he flies around in a corporate jet. And they recently gave their executive board a 21% increase. Are they gonna give Wake Med employees a 21% increase when they come in? So I know there's a five year cap and I'm pleased with that. But the goal of this is to raise prices. And there's no way I could support this.

Please refrain. Thank you, Commissioner Addison. I'll go ahead and close out with my statement. Good afternoon, everyone. Today has been a long time coming. Being a member and chair of this board has been one of the most rewarding and yet one of the most difficult things that I've ever been a part of. After many sleepless nights, many phone calls, and emails, I, along with my colleagues, have been asked to decide on weight, med, atrium, strategic combination. I also realize that no matter which way we vote, someone is not going to be happy with our decision. I also realize that it's easy to do Monday morning quarterback, and people say what we should have done. However, as a member of this board, and more importantly, the chair of this board, the buck stops with me, good or bad. Healthcare is one of the most divisive issues in the United States presently, especially concerning patient care and costs. Out of the seven members on this board, and soon to be nine, I am the only one that was born and raised here in Wake County. I was born at the old St. Agnes Hospital, which was for African American patients only. It was also the location that Jack Johnson, the heavyweight boxing champion, died on June 10th, 1946, wherein he was involved in a car crash in Franklin County. But because of his race, he was transported all the way to Raleigh and bypassed in several hospitals on the way. I bring this up because these disparities of health care for all, Wake Med became the first hospital in this area that served the whole community. I remember that there was a big white house that sits on the hill where Wake Med is now located. I remember both of my daughters being born there. I remember my grandparents and my dad, as well as many of my other family members passing there. I remember when my brother had his stroke, the service and care that he received at Wake Med was crucial and saved his life. Wake Med has been an integral part of this community and my family for over 60 years, and one that I'm happy to say thank you. Some people have stated that I just wanted to rush the vote, which is not completely true. I have and always will have the best interest of the county and the people of Wake County best interest at heart. And I also vote on issues in the same manner. I was elected to represent the people of Wake County, which I take my responsibility very seriously. So today, even though this issue is very important, it is only just one thing that we as a board are concerned about. We are also concerned about affordable housing, taxes, schools, SNAP program, public safety, Blue Ridge tax loophole, possible cap on our major revenue source. We are also concerned about not having adequate space in our county jail. We are also concerned about the lack of enough assistant district attorneys and the lack of more support from our state colleagues and additional funding for programs that should receive more financial support like Medicaid. We are also concerned about the increase in our population of 66 people moving to our county every day or 24,000 people per year or a new window. On any given day, the emergency rooms are full and there's a shortage of hospital beds. Rural America is in a crisis when it comes to health care. We are also seeing many of our rural hospitals closing in the eastern part of the state and more at risk of closure. Therefore, people are coming to Wake County for their health care. So now is the time for us to plan for this growth. As I have always said, the time to plan for your retirement is when you start your job, not the day that you decide to retire. At our 118th North Carolina Association of County Commissioners Conference, our president and Procurement County County Commissioner Wallace Nelson announced his presidential initiative, which focused on improving access to health care services across North Carolina, with particular attention to the needs of rural and underserved communities. A white paper was written by Emma Marshall, M.S., and Nathan Dollar, Ph.D., and published March 26 on the impacts of rural hospital closures in North Carolina. I also believe that this is one of the most important decisions that we will make because this will shape what health care will look like for years to come. It will determine whether a growing community has access, workforce, stability, and innovation it needs to keep up, and especially for those who are most vulnerable in Wake County, where the stakes are even higher. I believe that this action will make Wake Mayor stronger in the face of growing demands. workforce pressures, rising costs, and the real headwinds facing healthcare today. It is also about the future of healthcare in our community and making sure Wake Med has the resources and capability to meet what lies ahead. It is also these things that drive my decision today. You see, counties are consistently stepping in to address health care gaps when traditional systems fall short by expanding mobile integrated health care and community paramedics program through EMS. Supporting Medicaid expansion outreach. And because of these concerns and closures, I am in favor of this WakeMed-ATRIM strategic combination. Thank you. So now, I would like to ask my colleagues, is there a motion on this item?

Mr. Chair, I have a motion. Chairman Myall, I move that the Wake County Board of Commissioners approve the amendments to the Wake Med Articles of Incorporation as set forth more specifically in the amended Articles of Incorporation attached to today's agenda item. And I further move that the Wake County Board of Commissioners approve the second amendment to transfer agreement attached to today's agenda in connection with the proposed combination between Wake Med and Atrium Health. And that the chair be authorized to execute a second amendment to the 1997 transfer agreement subject to the terms and conditions set forth therein. any federal regulatory approvals, and any other terms and conditions required by the county attorney, which terms specifically include amendments to the member addition agreement between Atrium and Wake Med to include, one, the guarantee of Atrium to the Wake County Board of Commissioners that the $2 billion capital investment commitment shall be satisfied using Atrium sources of capital over a 15-year period, and number two, incorporating the specific terms of the agreed to cap on annual reimbursement rate increases as set forth in the September 19, 2026 letter from Atrium CEO to Governor Josh Stein. Mr. Chairman.

Thank you. A motion has been made by Commissioner Thomas. Is there a second? I second. A motion has been seconded by Commissioner Jackson. Clerk Gidget, would you please take the vote?

Yes, sir, Mr. Chair. District 2, Vice Chair Jackson, if you'll give me a yes or a no.

Please reframe. Please reframe. Please reframe, or we're going to have to ask you to leave. Please. Order. Order. If you cannot follow direction, please leave out. Please leave out. Please refrain. Please refrain. Would you please clear the room if we have to? Please refrain, sir. Please refrain, sir. We're trying to give everybody a chance. Yeah. Madam Clerk, will you? If we have to clear the room, deputies, will y'all please clear the room? Deputy, will y'all please clear the room? Madam Clerk, will you continue with the vote?

Yes, sir, Mr. Chair. Vice Chair Jackson, yes or no?

Deputies, please clear the room. Please clear the room.

You can watch it outside.

You can watch it across the hall or outside.

Thank you.

Jane! Jane! Jane! Jane! Jane!

No.

Let me ask you, can you speak to the policy related to clearing the room as individuals are asking for clarification?

Well, the law is that you cannot obstruct a public meeting, and so the board has to take a vote. If a person is not being obstructing, they should be able to sit in at the public meeting. if they're not being disruptive, but at some point it was difficult to tell what was going on.

May I finish my question? So to the question that was asked from the floor, for someone who was not speaking during that time, are they required to leave?

My advice is if they're not being disruptive, they should be able to stay.

After we take a vote, we will take a break. For those that's not being disruptive, they will be able to come back in.

Does that apply to waiting until after the vote for clarification, the policy? Because some have asked why they were asked to leave if they were not being disruptive. I just want clarification on the process before we vote.

I understand. My advice, Mr. Chair, would be if they were not disruptive, if they will not disrupt a public meeting, then they should be able to be here for the vote.

So how do you recommend we let people back in since we threw them all out? Or do we have the opportunity for them to, since that we have it, so they can watch it right outside the door or in the other room? I'm just asking for clarification.

That's sufficient to allow an ante room to have other folks in there.

And then also to Commissioner Adamson's question.

And what was the question?

A lot of people have probably left the buildings. Should we put the vote off until the public can watch it?

No, we can't do that. We've already started to vote.

Again, I asked for the rule that allows for individuals who are not being disruptive to be allowed to stay. I know there were some. That question was specifically asked. I think this is one of the most consequential votes that we'll ever take. And I understand the need to clear the room because there were disruptors, but that didn't apply to everyone. And so I just want to follow the policy.

Yeah, well, and our policy is that the chair can make decisions on decorum and those decisions that interfere with the process of the meeting. It may be if you would like to take a quick break, Mr. Chair, and we can discuss and see who's here that may be willing to come back that would not disrupt. I mean, you have to take a vote. You have to be able to do it so you can hear each other.

Well, let's go ahead and take a break at this time then, Roger, and that way those that's not been disrupted, we'll let them back in. Okay. Okay. Yeah.

all right again mr attorney yeah mr chair i'd like to remind everyone in the meeting room today that north carolina general statute 143-318.17 entitled disruptions of official meetings says that a person who willfully interrupts disturbs or disrupts an official meeting and who upon being directed to leave the meeting by the presiding officer willfully refuses to leave the meeting is guilty of a class 2 misdemeanor so going forward If anyone willfully attempts to disrupt the official business of this board, they should be asked to be removed by the presiding officer.

Thank you, Mr. Attorney, and also I'd like to add that this is not something that we want to do and nothing that we have ever had to do before in order to have to clear this room in order for us to have a meeting. We understand that this is a very concerning issue, but all we ask is to give us an opportunity to complete our meeting and follow what we are elected to do, and that is to vote and move items along. So again, we apologize, have to clear the room. So please refrain. Thank you so very much. Madam Clerk, would you start with roll call, please?

Yes, sir, Mr. Chair. District 2, Vice Chair Jackson, yes or no?

Yes.

District 3, Commissioner Stallings, yes or no?

Yes.

District 4, Commissioner Evans, yes or no? Yes. Yes. District five, Commissioner Waters, yes or no? No. District six, Commissioner Thomas, yes or no? Yes. District seven, Commissioner Adamson, yes or no?

With a broken heart, I vote no.

District one, Chair Myall, yes or no?

Yes.

Chair Myall, the vote is as follows. Five to two, yes, it passes.

okay thank you uh clerk gillian i want to thank the residents who have joined us today to share the feedback and i want to thank the entire wake county community for their patient and input in this complex decision i also want to thank the county attorney team for helping the board navigate this issue we greatly appreciate your service moving on our next item is public hearing on the affordable housing 2025 consolidated annual performance and evaluation report That's only if they ask, I haven't.

My name is Diana Youssef. I am the grants administrator with the Wake County Housing Department. I am here to present on Wake County's 2025 Consolidated Annual Performance and Evaluation Report, or CAPER for short. The CAPER is an annual performance report required by the U.S. Department of Housing and Urban Development, or otherwise known to us as HUD. As part of our continued public engagement effort, HUD has informed us that public hearings are now a requirement for all CAPER reports, in addition to our standard 15 day public comment period that we would typically hold on an annual basis. So I will provide an overview of our CAPER, highlight some of our accomplishments this past program year, and then turn it over for our public hearing portion of this meeting. The caper provides an account of how Wake County used its federal entitlement resources to serve low to moderate income residents here in Wake County with housing and homeless services. The report covers program year 2025 starting from July 1, 2025 through June 30th, 2026. This year's CAPER is also significant because it is the first of five annual performance reports under the Wake County 2025 to 2030 Consolidated Plan. The Consolidated Plan is our five-year strategic plan that defines how Wake County will use its four federal entitlement funding to serve low to moderate income residents here in Wake County's jurisdiction. So this CAPER establishes our first year of progress towards our five-year housing and community development goals. The consolidated plan goals are outlined here. They are, we have established three overarching goals and they are to increase and preserve affordable housing, reduce obstacles to housing affordability, and support LMI or low to moderate income communities in need. These three goals provide a framework by which our programs in our housing department utilize these federal funds to produce outcomes that span the full spectrum of the housing continuum. So they range from homeless services to financial assistance to stabilize individuals and households in need, all the way to developing affordable housing units, providing rehab and preservation of existing affordable housing units, and first-time homebuyers assistance. As you can see here, the activities are outlined below each one of these goals. Wake County receives four primary HUD entitlement grants annually. Each one of these programs serve a different purpose. We have CDBG or Community Development Block Grant, Home Investment Partnership Grant, HOPWA or Housing Opportunities for Persons with AIDS, and ESG Emergency Solutions Grant. Collectively, these programs give us the leverage that we need to address the housing challenges in our community. But it's also important to note that the CAPER document primarily focuses on these federal resources. The report is not intended to be a reflection of the full scale of programs and services offered in the housing department. We put out our annual housing report on an annual basis. I believe the next one will be coming out towards the end of this year that will give a more comprehensive overview of the impact of the housing department in our community. During program year 2025, Wake County had approximately 5.6 million in HUD entitlement funds available, along with approximately 1.5 million in prior year resources that rolled over, plus program income that were a result of investments of these federal dollars over the past years. Together, they gave us a total of approximately seven million across all four entitlement funds to expend this past program year. So who receives these federal funds? This slide here highlights that we serve residents ranging from the 80% area median income, or AMI for short, all the way to folks with no income at all, and anyone who falls in between these income ranges. These entitlement resources serve households and individuals primarily who are typically not having their housing needs filled by our current housing market. HUD sets these income limits to help determine who qualifies for housing assistant programs. So that brings us to the overall impact of these federal dollars. During program year 2025, Wake County reports assistance to 4,952 households that were served That is more than double our annual goal of 2,325 households. Now to provide briefly a little bit more context around these resources and outcomes, it's important to note that in the past several years, Wake County has benefited from a significant one-time federal COVID response funding, including through the American Rescue Plan Act or ARPA, CDBG-CV dollars, emergency rental assistance or ERA through the Treasury Department. These resources have supported rental assistance, housing stabilization, homeless response, and the development of affordable units. Sadly, however, these COVID-era resources are now coming to an end. So some of the outcomes that you see today are also a reflection of these one-time federal investment dollars, particularly in the programs like Bridge to Home, which has served over 2,000 clients this past program year alone, along with also having federal entitlement resources along with that. So as these temporary resources are sunsetting and we begin to see normal return to annual outcomes, it is increasingly important that we continue to strategically leverage our reoccurring federal funds with county, state, and other federal dollars and private resources that we are so grateful to have annually in order for us to continue our momentum. It's also important to highlight that these outcomes represent more than just federal resources alone. It represents strong partnerships across Wake County with our municipalities, nonprofit organizations, affordable housing developers, and service providers. They all play an essential role in translating how these resources translate into services and housing opportunities for our residents here in the county. It takes an entire ecosystem to help provide the housing services that we need in our county. So it's important that we continue these collaborations to be able to extend the reach of every federal dollar that we receive. So to break down the 4,000 plus households that we were assisted into more meaningful outcomes, here we can see the full span of our outcome, or our impact, excuse me. During this past program year, we've created 259 affordable units. We've preserved through rehab 70 affordable units. 26 of our households received home ownership assistance to become first-time home buyers. More than 3,000 households received financial assistance and supportive services through our Bridge to Home program and other strong partnerships in the county. South Wilmington Street Center served 1323 clients this past program year. Of those, 242 successfully transitioned into permanent housing. So again, These accomplishments are a result of the collective work of everyone in our ecosystem. We are incredibly appreciative of our supportive county leadership, our strong partnerships, and our dedicated housing department leadership and staff for the incredible work that they do every day. And with that, I turn it over for the public hearing portion of this meeting.

Thank you so much for that great presentation. We will now open it up for public hearing. We have a couple of people that have signed up for it, so I will call the name. I don't know whether it's still in or not. Maria Anderson and Katherine Johnson.

Hello and good evening. My name is Maria Anderson and I serve as Director of Homeowner Services at DHIC. I am pleased to offer comments on the 2025 Consolidated Annual Performance and Evaluation Report and to highlight the impact of Wake County's continued investment in affordable housing. DHIC is grateful for Wake County's allocation of funding through the Wake County Affordable Housing Development Program to support 217 new affordable apartments actively under development with DHIC. This investment fills a critical financing gap and ensures that families, seniors, and essential workers will have long-term high-quality affordable housing in one of the region's fastest-growing communities. Through Wake County's CDBGN home programs, DHIC proudly administers the Wake County Affordable Housing Program, which helped 26 households become first-time homeowners this past year. These families now have a stable foundation for wealth building, community connection, and long-term financial resilience. As director of our homeownership program, I see firsthand how this program is transformative and this opportunity is working for families across the county. DHIC deeply values our partnership with Wake County in supporting residents transitioning from homelessness into permanent housing. DHIC also provides housing at two multifamily communities that are paired with on-site housing social workers provided by the county at Lenox Chase and Brook Ridge through second chance housing initiatives. These professionals deliver case management, stabilization support, and ongoing services that help residents maintain housing and rebuild their lives. We also appreciate the county's Landlord Engagement Unit and Rental Housing Assistance Program whose collaboration has enabled DHIC to open doors for residents with significant barriers to housing, This partnership strengthens the continuum from shelter to permanent housing and ensures that nonprofit partners like DHIC can be a part of a coordinated county solution. Collectively, these investments demonstrate how federal funds, when paired with strong nonprofit partnerships, help advance Wake County's consolidated plan goals, expanding affordable housing, preventing homelessness, and supporting inclusive, opportunity-rich communities. On behalf of DHIC, I want to thank you all for your continued stewardship of these critical resources and for the opportunity to comment today. Thank you again.

Thank you. Catherine Johnson.

good evening well good evening now um chair and commissioners i'm kathy johnson i am the exec executive director of oak city cares and i want to thank you for the opportunity to be here hold on one minute could you the light is not on but i didn't start the timer for the last person um no i was i was tracking on my phone

Yeah. Well, go ahead and start in that way. That would make sure. There we go. Okay.

Good evening. I'm Catherine Johnson, the Executive Director of Oak City Cares. And thank you for the opportunity to be here this evening to share a little bit about Oak City Cares. in Wake County's coordinated response to homelessness and how our work has contributed to some of the outcomes that are reflected in this year's CAPER. I was incredibly proud to see Oak City Cares described in the CAPER as a cornerstone of our coordinated entry system and one of the Continuum Cares primary access sites. Because in many ways, that's what Oak City Cares was created to be, a front door to our community's homeless services. When someone walks through our front doors, they don't simply come to Oak City Cares. They gain access to an entire community of agencies working together. More than 30 onsite partners, our neighbors can connect with medical care, behavioral health, peer support, legal services, veteran services, employment assistance, financial literacy, benefits, domestic violence services, transportation assistance, housing resources, and so much more. But what makes Oak City Cares different isn't simply that all those services are available in one place, it's how we bring them together and the support and partnership with Wake County and the investment of these funds allows us to do that. For someone experiencing homelessness, that pathway can be very, it's very rarely a straight line. Someone may need identification, they may need to establish income. Our job and the job of our partners is to help put those pieces together in the right order at the right time for someone. Rather than just handing somebody a list of resources, expecting them to navigate the amazing system of services that we have in Wake County, these resources and the individual family can receive a pathway and a plan for moving forward with housing as a goal. Is that thinking? So sorry. Thank you. Oh my goodness, so sorry.

I really appreciate that. I know you guys do so much more over there.

And bridge to home funding is what helps us do that.

Absolutely, thank you. Okay, and we will go ahead and close the public hearing comments. Madam Clerk, are there any comments received to date?

We did not receive any additional comments, Mr. Chair.

Okay, then we will go ahead and close the public hearing. Commission, any discussion or questions before we close this item? Yes, Commissioner Jackson.

I just wanna say every time we talk about housing and the work that our staff is leading with our community partners, it always fills my heart and you make us look so good because we are investing in the lives of people in very tangible ways. So thank you for this review. I know we work hard to stretch the little bit of dollars that we can and ditto to Kathy. Every time we're in the housing conversation bridge to home, remains a staple. And when we look at how many people we're reaching, it is a program that is reaching lots of people. And that little bit of help is what helps many times just take that next several steps. So thank you to our staff, to our community partners, those that aren't here. I'm just always so excited for what we're doing for those in this very basic need of housing. So Chair, when we're ready, I'd like to make this motion.

Well, this is not one we need to vote on. Oh, okay. That's okay. Anybody else want to make a comment? Commissioner Starler, I know you're ready to go. I mean, it's a good topic.

Just echo what Vice Chair said. Just thank you all so much for this life-giving and really life-saving work that you're doing. And I just appreciate you all so much. But with the ARPA running out, what's going to be the negative impact, you think, or the impact from the ARPA funding? Since that's going away, it sounds like.

For sure, I think ARPA, CDBG-CV, ERA, they had tremendous impact in our community. Thankfully, we still have our HUD entitlement that are annual and reoccurring and we can definitely count on them. And as we said, partnerships are very key to be able to leverage and stretch those dollars to the maximum extent possible. And also, we are very grateful to have your support on county leadership to also make sure that we're also meeting the needs in the community year over year. So I think we're able to leverage and expand those resources as much as possible. But unless there's another pandemic or something, I think at this point, those resources are sunsetting, unfortunately.

Maybe hope our federal partners will find some creative funding, maybe. Thank you.

Thank you. Anyone else have a comment? Did you have a comment? Manager Ellis?

Yes, thank you. I just wanted to address Commissioner Stallings' question in blunt terms. We will not be able to serve as many folks without those federal dollars going forward.

And do we have the data on what that declined prediction would be yet? Or maybe that's something you could follow up with us so we would know maybe that would be helpful if you don't have that data now.

Yeah, we can get you that. I mean, I think the reality of it is we've had some conversations with you all about using local dollars for federal dollars, and that's, you know, we support other levels of government right now, and so with the way things are looking, I would not recommend us taking our limited county dollars to support federal programs.

I understand completely. Thank you.

Thank you. Commissioner Jackson had another comment.

Yes, just as Commissioner Stallings has raised this topic and Manager Ellis, you've added to it. For anybody who's listening and tuned in, the reality is that supporting the housing needs of our neighbors is not a mandated service. And the more that we feel pressure from state and federal funds, the more we are forced to make very difficult decisions between what we're mandated to do and what we have chosen to do to ensure that Wake County is a great place to live, work and play. And so for as long as we have these dollars, for as long as we can continue to invest. But this is just a great opportunity to say what everybody in here already knows and what I hope those listening will. really begin to consider is that the impact of anything that threatens our revenue source begins to immediately threaten the discretionary items that we invest in, like housing and homelessness, which is making such a difference in people's lives, life-giving and life-saving. Thank you for that.

Thank you. And thank you, Diane. And so I bring this great information to us. So we're moving on to our next item is a public hearing to consider a business development grant agreement. Michael James from our county manager office is here to walk us through that. So Michael, welcome. Please go ahead with your presentation.

Thank you Mr. Chair and good evening commissioners. I will present a brief overview of the agreement before you. Of course Novartis will sound familiar to all of you. You'll recall back in March you all approved a business development grant agreement with Novartis for a first facility at Pathway Triangle in Morrisville. Shortly after that, later this spring, company announced plans to invest in a second facility in Morrisville. We never executed the first agreement with the company, so what's before you today is simply a consolidated agreement that combines the requirements for both components of the Novartis project. So just as a reminder, Novartis, their parent company's based in Switzerland. They were previously called Novartis Gene Therapies when we brought this agreement to you in March. They went through a name change in May. I think you'll remember they developed treatments for neurological genetic disorders And they had some existing manufacturing and research operations in Durham. Just kind of walk through as a reminder what's really transpired with this project over the past year. Last November, the company announced Project Titan, which was a project to create a new flagship manufacturing hub in the Triangle to support end-to-end manufacturing in the U.S. So basically they were going to The goal is to make all medicines for U.S. patients here in the U.S. And as part of that announcement, that included expanding operations at their existing Durham site, a new site in Durham, release an update of the existing facility at Pathway Triangle Morrisville, and then you all approved that agreement on March 2nd. Then in April, they announced second project, Maple Oak, which is for a second facility at Pathway Triangle. So as I mentioned earlier, this is just combining both projects. Just to kind of summarize, company plans at a combined level for both projects, $451 million planned investment or spend from the company, so almost double the initial announcement, and then the jobs increased from 100 to 180 jobs. On the salaries, which I don't have here, I think the project titan was $121,000 a year, average annual salary. combined it's $116,000 average annual salary. So well above county average and well above your county policy. So based on that, the project qualifies under your policy under what is now the new tier one. So that would be an eight year agreement term with grants of 50% of the new tax revenue that's generated from the project, assuming the company meets all their performance requirements and pays their property taxes in full each year. Just a note on the performance requirements. So I mentioned the $451 million spend. The requirement in the contract is before you now from an assessed valuation or tax base add is 200 million. And I wanna emphasize that's double the initial requirement. So when we brought you this agreement in March, it was 100 million. So we've doubled that requirement as part of this combined agreement to 200 million. And the jobs went from 180 to reflect the full 180 jobs planned for the project with the average salaries that I mentioned. Company does, as they were planning to in March, still planning to participate with us in the upper mobility bonus program, and so if they qualify for the standard grant, they would provide documentation to us demonstrating that they do all three things here you see on the left, plus the additional two items that offset costs related to childcare, transportation, tuition, or second chance hiring practices for their employees. So just to give you an idea of the estimated Wake County grant, assuming they create all those jobs, make all those investments, and it results in an assumed new tax valuation of the $200 million, that's a million dollars annually in Wake County, new Wake County tax revenue, and the grant would be 50% of that, as I mentioned, and so over the eight-year period with the upward mobility bonus estimate, based on those assumptions, is about $4.7 million. And of course, if you total up those tax revenues over that same period of time, it will be north of $8 million. State still participating with their initial JDAG that they approved with the announcement of the first part of this project. And then the town of Morrisville is also participating with a grant of 1% of the capital investment that's paid over eight years. And the Morrisville Town Council approved their consolidated agreement similar to ours on September 8th. So that concludes my overview, so you can hold your public hearing now. If you have any questions, happy to try and answer those.

Thank you. We will now open the public hearing. When I call your name, please come forward, but I don't have anyone on my list at this point. Then Madam Clerk, do you have any comments received to date?

I do not, Mr. Chair.

Okay, well now we will go ahead and close the public hearing. Commissioners, any discussion or question before we close this item? Okay, no comment. Is there a motion to approve the agreement?

Mr. Chairman, I move that the Board of Commissioners, having held a public hearing, approves a business development grant agreement with Novartis Innovative Technologies, Inc., subject to the terms and conditions acceptable to the county attorney.

I'll second.

Okay, we have a motion made by Commissioner Thomas and a second by Commissioner Evans. The question is the motion to approve the business development grant agreement with Novartis Innovative Technologies. All those in favor, please say aye.

Aye. Aye.

All those opposed, please say no. Not hearing any, the motion passes. Thank you, Michael. And now, our last regular agenda item for today is the submission of proposed schedule of values, standards, and rules to be used in the 2027 Real Property Revaluation. Nicole.

Good evening.

Good evening. Thank you.

I have a brief presentation for you tonight. More information about the 2027 revaluation will be part of your October 5th Board of Commissioners meeting. In the row behind me, I have Brad Homlott as the appraisal director, Matthew Harris, and Drew Patton, who are appraisal managers who work on the residential and commercial revaluation. They also will be back on October 5th. Tonight I'm here to do a brief description of revaluation and the schedule of values. Basically my ask is for you to schedule a public hearing for October 5th regarding the schedule of values and we'll discuss with the board some next steps. So revaluation is the process where we update Wake County's real property values to reflect fair market value. It impacts about 88% of the county's property tax base. It sets the tax value for all residential and commercial land structures and homes, office buildings, et cetera. Revaluations ensure all properties are valued in tax equitably. It is how we address values for market changes. State law requires that a revaluation happens at least once every eight years. In 2025, the Board of Commissioners voted to shorten that revaluation cycle, so Wake County does revaluations more often than the rest of the state. More frequent revaluations allow for changes in property values to be reflected gradually over time, making the system more stable, transparent, and fair. The next revaluation is scheduled to be effective January 1st, 2027. The last revaluation was conducted three years ago and has an effective date of January 1, 2024. So today, I'm presenting the board the Schedule of Values. The Schedule of Values is required by state law. And state law says that prior to January 1 of the year of revaluation takes effect, the Board of Commissioners needs to adopt those Schedule of Values. The statutes are pretty prescriptive, includes provisions for review, public hearing, and approval. So what is the Schedule of Values? It's essentially a book that is broad parameters and it describes the methodology and procedures how we do mass appraisal in the county. Mass appraisal is a systematic way of updating property values for 460,000 parcels in Wake County. It's those broad parameters that's included in our computer assisted mass appraisal software. So it's gonna be your schedules, your various ranges of how we assess and value real property in the county. It also includes adjustments because every property we do broad ranges, but we may need to make adjustments within those ranges. And so the schedule of values allows for adjustments on specific properties. So why do we have to have a schedule of values besides the thought state law says we need one? It allows the same standards to be applied for all property in the county. Again, that promotes equity and fairness. It has the same base rates, schedules, ranges, and adjustments. And what that means is property leading up to a revaluation is valued according to those ranges. And then if you have any remodels, additions, renovations, or new construction, those ranges are also applied between the revaluation years. These values and the schedule of values will remain until the next revaluation, which is planned for January 1st, 2029. So here's what state law says. We have to present the schedule of values to you 21 days prior to adoption. And a public hearing has to be scheduled at least seven days before the adoption. We have the schedule of values available online at wake.gov slash SOV. We also have two hard copies available in our office in case the public wants to come and see hard copies instead of going online. Once you, if you choose to adopt the SOV, it then has another four weeks before it can be finally into effect. because citizens can go up to the State Property Tax Commission. So tonight we're just really setting the wheels in motion for talking about revaluation. There'll be again a much more in-depth presentation about the 2027 reval, the steps of the revaluation, what we've done to date, what we need to still do at our October 5th board meeting. But today I'm simply asking for y'all to receive it and then schedule that public hearing for October 5th. On October 19th, the board will consider adoption of that schedule of values, will advertise that adoption for four consecutive weeks, and that November 17th is the last day to appeal to the State Property Tax Commission. Again, I've mentioned October 5th several times. We're gonna talk about those revaluation activities today, talk to you about the remaining revaluation steps before an effective date of January 1, 2027. We'll talk to you about revaluation considerations. I'll go over our customer service, our outreach, the additional tools that are planned as part of the revaluation for citizens to see values, appeal, and just have general information. And then at that meeting, I'll ask the board to conduct the public hearing for that schedule of values. My action today is that the board accept the proposed schedule of values, schedule the public hearing, and direct the tax administrator to advertise that submission and the date of the time of the public hearing.

Okay, thank you so very much. We have never received the 2027 schedules of value standards and rules. Is there a motion to instruct the tax administrator to publish a public hearing notice and schedule a public hearing for october the fifth? Yes.

I just wanted to take a moment just to acknowledge the hard work that comes out of this office, and I have to say, Marcus, you've got to be the most popular tax administrator in the history of the world, and so thank you for all you do, your patience, and really your outreach, particularly in Southeast Raleigh. I know you all have really, really been active and listening, and so it does not go unnoticed, and I hear the feedback, and I'm always shocked in a good way, so thank you.

Thank you, Commissioner Waters. I think Commissioner Addison had a comment.

Yeah, thank you for bringing this to us today. One of the things we started a couple years ago with the final budget is we put it at the reference desk in our libraries. I don't know if the public is interested in this enough that I don't know how many copies you have, if you could get a copy to the reference desk in our library, so if somebody wants to see it, a hard copy, they don't have to come downtown, they can go to their library. And with the reference items, they can't check it out, but they can view it in the library.

That is something we can definitely consider.

Okay, thank you.

Okay, any other question or comments? Yes, Commissioner Jackson.

Yes, just a question. I know today we're just receiving and agreeing to talk more about it on October 5th. I thought the Monday was the 6th, but maybe I'm confused with that. But my question is, Would now or then be the time, or maybe in between, to get some of the questions asked? I know it was shared during the agenda review. So I just don't know, would it be better to ask them now, later?

Completely up to what questions you get.

Oh, okay. Well... about the process of the schedule of values and how they're determined. Specifically, my question that I shared at a gender review, and again, we've had a long day, so I'm good with just, I just wanted to know when, but one of the first questions was based on actually a lot of the work in Southeast Raleigh and the appeals process, I wondered how, what we've learned from the appeals process that influences or shapes these values, if at all.

Sure. I have a very short example, and then probably if you want more information, we can schedule that for another time. But a very high level is that through the 2024 revaluation and our work with several neighborhoods, including those in Southeast Raleigh, we realized our depreciation needed to be adjusted. We weren't able to... our values were too high and we needed to update depreciation on homes that had not been remodeled. Those that were the original home, had the original windows, roofs, just did not have those compared to the properties that were flipped. And so the schedule of values includes us retooling our depreciation schedules to be able to more accurately reflect where those properties are at and their values.

awesome thank you I'll just have one more question and then I'll save the questions for later so this is a question I recently received from a real estate agent so I didn't know how to answer it so I'm passing it along and she said that in her work as a real estate agent she's seeing in certain areas this was in my district district to that some that homeowners that the values of homes are well not the value, the sale of the home is decreasing. So I wondered how do we account for values that are set maybe when prices are falling or the value of the home is falling? Like how does that experience for real estate agents show up in the way we value property tax?

That's what revaluation is about. So as the market changes, your assessed value is as of the revaluation date. So everyone in the county has an assessed value as of January 1, 2024. What we're seeing is that the market changes. We need to redistribute that assessed value to reflect, have folks pay their share. So some properties are, escalating a lot, some are not escalating as much, maybe even staying flat. And so what revaluation does is updates everyone's assessed value to that fair market value and so on January 1st, 2027, it will reflect what the real estate agents and everyone are seeing in the market now.

Oh, well, I knew that. I thought it was a trick question. And this is why we're going toward every two years. And so, okay, thank you.

All right, awesome. Thank you. Now, we have now received the 2027 Schedules of Values standing in the room. Is there a motion to instruct the tax administrator to publish a public hearing notice and schedule a public hearing for October 5th Board of Commission meeting?

I'm happy to make the motion.

Okay, we have a motion that's being made. Go ahead. You got to read it, don't you? I'm trying to get out of here. It's been a long day. It's a long one, so hold on.

I move that the Board of Commissioners receives the proposed 2027 Schedule of Values, Standards, and Rules and instructs the tax administrator to... to publish a public notice indicating that both market value and present use value schedules have been received by the board for review and are available for public inspection both in the Wake County Department of Tax Administration and on the Wake County website and that They will schedule a public hearing on the proposed schedule of values at the regularly scheduled Board of Commissioners meeting on October 5th, 2026.

Thank you, Commissioner. We have a motion by Commissioner Evans. Is there a second?

Second.

We have a second by Commissioner Jackson. All in favor, please say aye.

Aye.

All those opposed, please say no. Not hearing any, the motion passes. Thank you. Okay, that's everything for our regular agenda today. Now we'll move on to other business. Commissioners, would anyone like to share an update from an advisor or regional board that you have been appointed to? Commissioner Waters.

just wanted to share that the wake county housing authority meeting has been rescheduled and will meet on wednesday the 23rd at 12 30 if anyone is interested it will be at the wake county commons building all right thank you uh anyone else uh commissioner uh addison

Thank you, I just wanted to say that Interact had their 50th anniversary celebration last week, and it's hard to believe they've been around for 50 years. From the Visitors and Convention Bureau Board, we had a meeting, and Denny Edwards, the longtime CEO, has announced he's retiring as of 12-31.

Thank you. Okay, commissioners.

This is quick. I mentioned this last time, but I would like to remind the community and the board members that Wake County Smart Start is having its 30th anniversary celebration gala this coming Saturday at Marbles Museum. Google Wake County Smart Start and please buy a ticket. Thank you.

Thank you. And now other reports from commissions. Anybody have anything from other reports? Yes, Commissioner Thomas.

Just really quickly, thank you Mr. Chairman. I just wanted to remind my colleagues that the NCACC is starting their legislative goals process steering committee meetings are underway. Commissioner Evans and Commissioner Jackson participated in the public education steering committee today. So kudos to both of you for having an extra long day as you looked at legislative goals around public education that all 100 counties can advocate for. Thank you for that. But general government is tomorrow, justice and public safety on Wednesday, health and human services on Thursday, along with tax and finance. And agriculture and natural economic resources will be on Friday. If you are a member of a steering committee, thank you so much for being a part. And if you are not, please select a committee that aligns with your interests and sign up to participate. We will be participating in the Legislative Goals Conference. Commissioner Stallings is on that committee, and many of us will be there serving as we advocate for our community with 100 counties behind us. So thank you so much for your participation in the North Carolina Association of County Commissioners, colleagues.

Thank you. Anyone else? Commissioner Stallings.

Just real quick, we're honoring a lot of our first responders, and so several of us attended the event with the Raleigh Chamber, and then Apex had a first responders event that I was able to go to this past week. I was also able to spend some time with the Apex Rotary Club, which was a lot of fun for early, early morning breakfast, and then several of us went to a One Wake event on Saturday and had a really good, I thought, event with them as we continue to think about partnership with affordable housing in Wake County.

Thank you. Any other comments? Okay, not seeing any. Mr. Askew, is there a need for a closed session today? No, Mr. Chair, there is not. Amen. Thank you, everyone. That concludes our agenda for today. The board next regular meeting is scheduled for Monday, October the 5th at 5 p.m. Do I have a motion to adjourn?

Motion to adjourn.

Second. Yes.

Thank you. I got a motion from Commissioner Thomas and a second from Commissioner Waters. So again, thank you. The meeting is now adjourned. All in favor?

Aye.