More fine-print details about the hospital's switching of hands have been executed.
The Brown County General Hospital Board of Trustees held a special board meeting Wednesday, Oct. 24, where they discussed agenda items including the sale of the hospital, a mortgage release, trust funds, and an audit.
In attendance were Chairman of the Brown County General Hospital Board of Trustees Eric Sontag, Dr. Doris Charles, Prosecuting Attorney Jessica Little, Marjie Paeltz, RN Donna Sutton, Ralph Sininger, and Erica Ackley.
"There are two sets of documents for you to sign," Little said. "One is the mortgage, and the other is an indemnification agreement from Joan Phillips, who is the trustee for the trust that owns Southwest."
The first item on the agenda was for the trustees to sign the indemnification agreement given to them by Phillips.
To "indemnify" means "to guarantee against any loss which another might suffer," according to Legal Dictionary. For example, if two parties settle an issue with a contract, one of the parties may agree to pay any claims which may arise from said contract, and the other party will be held harmless.
"I had Joan sign the indemnification agreement first, before they sign the release of the mortgage," Little said. "That way it's clear that she is assuming the asset purchase agreement and stepping in the shoes 100 percent of Southwest and perform all of the obligations that were in the asset purchase agreement. If something happens and the board is sued for something that Southwest did, because we all know people can be sued for anything at anytime, this agreement says that she will indemnify the board."
"It means that if the hospital board would have any damages or any claims that would come against the hospital board, that Joan Phillips as the trustee and owner of Southwest Healthcare would make the board whole - pay them back basically," Little said. "So if somebody filed a claim against the board, they're not liable anymore."
The second item on the agenda was to sign a satisfaction of mortgage, which released the security interests of the hospital board in the assets of the hospital.
The mortgage was presented, and had already been signed by the Brown County Commissioners, so it still needed the signatures of the board members.
"The commissioners loaned us $300,000 two or three years ago and that was to be paid off by Southwest and they finally paid that off," Sontag said.
"What the satisfaction of the mortgage is doing, it's saying that the lien on the hospital that was for $300,000 for the commissioners has been satisfied," Little said, "but then you're also not only releasing that lien, but you are releasing the original indemnification agreement that you had with Paul Tuft."
"So what this is doing is, the satisfaction of mortgage is you're releasing the security on all the collateral, every bit of it. You have the real estate, the chattels, you're releasing every bit of the security by signing this mortgage. Just understand when you sign this mortgage release, you don't have any secured interests at all."
The sale of tobacco bonds was also discussed, but no decisions were made by the board concerning finite selling details.