Hospital commission votes to challenge Valley Medical, UW Medicine alliance

The commissioners of Public Hospital District 1, which owns Valley Medical Center, will take legal action against UW Medicine to resolve their contention the Strategic Alliance between the two medical centers is invalid.

The commission vote Monday night was 3-2 on a resolution that authorizes commission President Paul Joos "to initiate litigation, if necessary," to determine the validity of the year-old alliance.

Joos said a telephone survey of 500 voters conducted Sept. 10-16 showed public support for the commission's position. "In taking this action the commission is simply following the will of the people," he said.

However, that survey came under attack just days after it was completed and again at the commission meeting for its questions.

On Sept. 19, an attorney representing the alliance Board of Trustees asked the consultant to stop work on the survey because Joos didn't have the legal authority to commission it. That authority rests with the alliance Board of Trustees, according to the attorney.

The agreement to form the strategic alliance was signed on June 30, 2011, after it was approved by a 3-2 vote by the then-sitting commissioners. However, since then Joos was elected to an open set on the board and joined with commissioners Anthony Hemstad and Dr. Aaron Heide to press the governance issue.

They maintain the elected hospital district commission in approving the alliance turned over management of Valley Medical Center to an un-elected Board of Trustees.

The 13-member alliance Board of Trustees includes the five hospital district commissioners and eight members appointed by Dr. Paul Ramsey, CEO of UW Medicine.

Following the vote Monday, Joos said the three commissioners have tried to resolve issues, short of taking legal action. However, he said, "UW Medicine has been completely unwilling to negotiate," he said.

Earlier this summer, UW Medicine addressed the questions that hospital district commissioners raised.

Attorneys from the state Attorney General's Office who represent the University of Washington met with the commission's attorney Bruce Disend and Phil Talmadge, a former state Supreme Court justice who also questioned the alliance's legality.

In a letter June 29 to the five commissioners, Ramsey wrote, "This work has confirmed our previous conclusion that the Strategic Alliance is legal and is structured to further our shared missions of improving the health of the public in this era of rapid change in healthcare."

At the time, Disend said in an interview with the Renton Reporter: "I guess you could say there has been dialogue." The Renton Reporter attempted to reach Disend on Tuesday for additional comment.

In an interview Tuesday, Ramsey said he has met with commissioners or sat with Joos on "a number of occasions" to talk about the "key needs" of Valley Medical. He pointed out the agreement to form the Strategic Alliance "was developed very carefully" by attorneys for the hospital district and the UW before it was signed.

Ramsey agreed with the concerns raised by Lisa Jensen, chairwoman of the alliance Board of Trustees, about the survey and whether it was legally authorized.

"Even though Dr. Joos is president of this body, he was an unauthorized agent in negotiating this agreement and any vendor who knowingly deals with an unauthorized agent does so at their own risk," she said Monday night.

Jensen also expressed the trustees' concerns to the commission Monday night about "the substance of the survey as it contains potentially illegal and inappropriate questions.

"It also shows a lack of respect for the public by asking opinions without sharing all relevant information," she said, including a question about early repayment of the hospital district's debt.

The survey was done by Alison Peters Consulting. Alison Peters presented the results of the survey at Monday's commission meeting.

"I am happy to say I will stand behind the survey any day," she said in an interview Tuesday.

She said she contacted Joos after receiving the letter from the Board of Trustees; he assured her the contract was legal. She also had the resolution adopted by the commission in July authorizing the survey.

She said she respect's Jensen's opinion but there were few of the indicators that the questions were leading.

She said she consulted with Joos, Hemstad and commissioner Sue Bowman in writing the questions. However, Bowman said Tuesday she has never met nor talked with Peters. Bowman added Peters left her a voice mail but she didn't respond.

Survey results show the public supports the Strategic Alliance.

Joos said the commission's lawyers will "push for an early court decision." The resolution the board adopted spells out two options:

• Ask a judge to rule that the commission did not have the power to turn over its legislative responsibilities to an un-elected board.

• Obtain an injunction to prevent the Board of Trustees from exercising the elected commissioners' responsibilities.

The resolution also asks that the Board of Trustees cover the hospital district's legal costs.

In the interim, Joos said, "we are willing to sit down and try to resolve these issues, rather than taking a risk the courts will impose a governance structure neither UW Medicine nor the commission supports."

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