Williamson County approves shorter extension of Cool Springs conference-center operating agreement amid lender concerns and legal questions

Williamson County commissioners voted 14-8 on Oct. 13 to approve an addendum extending the operating agreement for the Cool Springs conference center with Carruthers Hotel Partners LLC, after two successful amendments shortened the extension before the final approval.

The extension moves the manager’s contract end date from the currently scheduled October 2027 to Oct. 14, 2032, after commissioners approved two separate changes during the meeting that reduced the originally proposed longer term. The measure cleared the commission after amendments and a final roll-call vote.

The item drew the meeting’s longest debate. Michael Sanders, a Chartwell Hospitality representative appearing with Dan Harrigan, told commissioners the extension was necessary to “secure financing for the hotel” and because the hotel is accepting bookings that extend beyond the current contract termination date in October 2027. “The only inherent risk…is that a management agreement that matures in two years — what happens if they decide not to extend it?” Sanders said, asking the commission to consider lenders’ reluctance to make longer-term loans against a property with a near-term management-contract expiration.

Opponents said the county should not pre-approve a long-term renewal for a private operator without re-bidding the management work or giving future boards a nearer-term opportunity to revisit the deal. Commissioner Steve Richards disputed the county attorney’s reasoning that the contract qualified as a “capital improvement property” and called that legal characterization “creative.” He asked whether the effect of the interpretation was to avoid a competitive bidding process for a management contract that critics said ordinarily should be publicly solicited.

Other commissioners stressed practical constraints. Commissioner Mark Lawrence and others noted the hotel and conference center are tightly integrated operationally (shared kitchen, staff, inventory and infrastructure), which complicates separating or selling only the conference center. Lawrence said the city of Franklin — the county’s joint partner in the complex — has already approved a similar extension, and earlier attempts by the county to sell its portion were unsuccessful.

Two amendments altered the length of the extension during the meeting. The commission first voted to shorten an initially proposed end date, and later adopted a second amendment that set the final contract end date at Oct. 14, 2032. Both amendments carried 14-8 on roll call and the final resolution, as amended, passed 14-8.

Commissioners opposing the measure said the county should avoid locking itself into long-term arrangements two years before the current contract’s expiration and should pursue alternatives — including sale to the city of Franklin, rebidding management, or other exit options — rather than extend a management contract for years in advance.

The commission’s vote follows presentations by Chartwell Hospitality staff explaining the facility’s shared operations with the hotel and the firm’s plan to refinance hotel debt. Chartwell representatives said lenders are hesitant to refinance a large, multi-year loan when only a short management term remains on the underlying contract, creating the principal driver for the extension request.

The adopted addendum authorizes the county mayor to execute the extension. The resolution was introduced as former resolution 9-25-37 and carried the internal designation 10-25-1 on the Oct. 13 agenda. Property and budget committees considered the item in advance; the property committee recommended against the extension while the budget committee recommended for it.

The extension does not change ownership of the property and includes a contractual “out” consistent with earlier agreements: if the county wishes to sell, the city of Franklin holds first right of refusal and the purchaser would assume the operating agreement rights.

What happens next: the addendum is effective upon execution by the mayor. Commissioners who opposed the extension said they plan to continue discussing alternative long-term strategies for the county’s interest in the complex, including possible sale or rebidding. Supporters said the shorter amended term gives the hotel adequate runway to refinance now while preserving opportunities to revisit the arrangement before a longer horizon.

Speakers at the meeting who discussed this item included Chartwell Hospitality’s Michael Sanders and Dan Harrigan; Mayor Rogers Anderson; and commissioners who spoke on the record: Mark Lawrence, Tom Tunnicliffe, Steve Smith, Steve Sanford, Mary Smith, Steve Richards, Lisa Hayes, Drew Torres, Paul Webb and others.

Ending: The county will record the addendum in the commission minutes and forward the executed document to the city of Franklin and the hotel operator; commissioners said follow-up discussion about sale or rebidding options will continue in committee forums.