BAKER,DONELSON 100 VISION DRIVE, SUITE 400 BEARMAN,CALDWELL 8R., BERKOWITZ,PC JACKSON, MISSISSIPPI 39211

ONE EASTOVER CENTER BAKER,DONELSON 100 VISION DRIVE, SUITE 400 BEARMAN,CALDWELL 8r., BERKOWITZ,PC JACKSON, MISSISSIPPI 39211

P.O. BOX 14167 JACKSON, MISSISSIPPI 39236

PHONE: 601.361.2400 FAX: 601.351.2424

www.bakerdonelson.com

J. SCOTT NEWTON, SHAREHOLDER Direct Dial: 601.351.8914 Direct Fax: 601.974.8914 E-Mail Address: [email protected]

February 19, 2019

Via electronic mail

Andrew Klein, Chairman Christopher Ure, Vice Chairman Ray T. Berry, Secretary/Treasurer Nancy W. Gregoire, Commissioner Stacy Angier, Commissioner Marie C. Waugh, Commissioner Broward Health Board of Commissioners Broward Health 1800 NW 49th Street Fort Lauderdale, FL 33309

Dear Commissioners:

We are writing to you as members of the Board of Commissioners of Broward Health ("BH" or "NBHD")in order to address issues regarding the status of the engagement of our firm, Baker Donelson Bearman Caldwell and Berkowitz ("Baker Donelson"), as the Independent Review Organization ("IRO") under the August 31, 2015 Corporate Integrity Agreement("CIA") by and between the United States Department of Health and Human Services Office of Inspector General ("OIG") Office of Counsel to the Inspector General ("OCIG") and Broward Health.1 During a call on February 1, 2019, among BH's Interim Chief Compliance Officer ("CCO") Steve Forman, OCIG Senior Counsel and BH Monitor Laura Ellis, and two IRO team members, Ellis advised Forman that she had instructed the IRO to issue a "Supplemental Report" to BH and the OCIG on or before March 1, 2019. When Forman asked what the subject-matter of the

I The IRO's work involves two primary areas, conducting an Arrangements Review, consisting of two components: an Arrangements Systems Review and an Arrangements Transactions Review, and preparing and issuing Reports regarding them. In conducting the reviews, our work essentially involves identifying, determining, testing, and reporting deficiencies with regard to BH's systems, processes, policies and procedures relating to the initiation, review, approval and tracking of Arrangements, Once reported, the goal is for BH to undertake corrective measures to ensure compliance with the federal health care programs. We have only made factual determinations in our Reports and have been careful to not issue a legal opinion because as an Independent Review Organization, we do not have an attorney-client relationship with BH and have not offered legal advice. Further, the IRO does not reach a determination as to whether a matter rises to the level of fraudulent conduct or violation of law, and instead refers its findings to BH and OCIG for subsequent investigation and action.

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Supplemental Report involved, Ellis advised him and the IRO that it could not be disclosed until the Supplemental Report was issued. On the next business day, February 4, 2019, the IRO received an emailed letter signed by BH President & Chief Executive Officer ("CEO") Gino Santorio purportedly terminating the IRO engagement "effective immediately." The appearance of the purported retaliatory termination could result in serious consequences for the individuals involved. For reasons set forth below, Santorio clearly did not and does not have the authority to terminate the IRO. Rather, the authority rests exclusively with the BH Board of Commissioners and under the CIA, there is no independence, qualification, or work product basis for senior management taking what is, under the circumstances, an unprecedented act,

I. BACKGROUND

On Wednesday afternoon, January 23, 2019, two of the IRO team members spoke with Santorio and BH Chief Administrative Officer Alan Goldsmith. During the telephone call, we advised Santorio and Goldsmith that we intended to schedule individual meetings with the BH Board of Commissioners the following week. The next day, the IRO spoke with BH Executive Secretary of Corporate Compliance Jennifer Mosley in order to request that she schedule the meetings with the individual BH Commissioners for the upcoming week, starting on Tuesday, January 29, 2019 and ending on Wednesday, January 30, 2019. The IRO followed its long standing practice in contacting Mosley to facilitate the scheduling of the requested meetings. The IRO confirmed the verbal request by email to Mosley, with copy to Forman at 12:47 PM CST on Thursday, January 24, 2019. Before noon CST on Friday, January 25, 2019, Mosley had scheduled the meetings with the Commissioners and sent the IRO an email confirming the scheduled meetings. On Friday afternoon, the IRO also confirmed by email to Forman, with copy to Ellis, the scheduled meetings provided to us by Mosley, and notified Forman that we had inadvertently left off BH Chairman Andrew Klein's name from the meeting list and asked that he be included in the schedule.

The IRO also spoke with Ellis on Friday afternoon to discuss the scheduled meetings between the IRO and individual Commissioners and a proposed upcoming call with Foiizlan regarding the Fourth Reporting Period plan. Forman responded Friday evening after business hours by cancelling and supposedly postponing the IRO's scheduled meetings with the Commissioners. In addition, Forman asked the IRO to provide in advance an explanation of the IRO's purpose of the meeting with the Commissioners and a proposed agenda. Due to the IRO viewing meetings with Commissioners as being for informational purposes and to answer questions regarding compliance issues, the IRO has never provided in advance an explanation of the IRO's purpose of a meeting with the Commissioners or a proposed agenda. In fact, we viewed the request as inappropriate. Thereafter, we responded to Forman that the meetings had been scheduled and the IRO viewed the ability of the Commissioners and the IRO to have open and non-restricted access as critical in exercising and fulfilling our respective duties and obligations under the CIA. The IRO indicated we would be available and in Fort Lauderdale, Florida, to meet with any of the Commissioners who were available, On Saturday morning, the meetings were rescheduled and the IRO received a confirmatory email from BH Board Secretary Patricia Alfaro on Monday, January 28, 2019. The IRO met with each Commissioner individually on Tuesday, January 29, 2019 and Wednesday, January 30, 2019, as originally

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scheduled. That notwithstanding, the IRO viewed Forman's efforts to demand the purpose of and an agenda for the meetings as well as attempting to deny the IRO access to the Commissioners and alternatively, the Commissioners access to the IRO, as wholly inappropriate, Copies of the email exchanges are attached,

On Friday afternoon, February 1, 2019, at the request of Steve Forman,2 two of the members the IRO team participated in a telephone conference with Forman and Ellis. The purpose of the call was to discuss the timing for the IRO's upcoming work during the Fourth Reporting Period, the timing for BH's completion of corrective actions related to deficiencies presented by the IRO in its Reports for the Third Reporting Period and related breaches of the CIA identified by Ellis in her January 10, 2019 letter. A copy of Ellis' letter to Forman is attached and addressed in more detail below? Ellis' letter was not simultaneously produced to the members of the BH Board of Commissioners, creating the appearance that it was "selectively produced" to them. Interestingly, Ellis letter was not discussed, twenty days after its receipt, at the January 30, 2019 BH Board of Commissioners Board meeting. During the February 1, 2019 call, Ellis informed Forman that she had instructed the IRO to prepare a "Supplemental Report" to be delivered to BH and the OCIG on or before March 1, 2019. When Forman asked what the subject-matter of the Supplemental Report involved, Ellis advised him and the IRO that it could not be disclosed until the Supplemental Report was issued.

On the morning of the following work day, Monday, February 4, 2019, the IRO received an emailed letter signed by Santorio purportedly terminating the IRO engagement "effective immediately." A copy of Santorio's letter is attached.4 The letter followed an earlier mid- morning February 4, 2019 telephone call from Santorio to Baker Donelson shareholder and IRO team member Scott Newton in which the purported termination was discussed. Santorio and Newton disagreed whether the purported termination of the IRO was an operational or Board matter. Santorio stated that because the original engagement letter was executed by former BH President & CEO Dr. Nabil El Sanadi and merely approved by the Board as to funding, he had the authority to make the decision. Santorio added that BH Interim General Counsel ("GC") Gabe Imperato5 and Forman had advised him and supported taking the action against the IRO. Newton asked Santorio whether anyone at BH or he had any issues with the IRO's independence, qualifications, or work product, particularly considering the IRO's findings in its November 2018 Reports for the Third Reporting Period had been acknowledged and accepted by BH in its December 2018 Response to OCIG. Santorio responded that, with the exception of "one Commissioner," no one at BH nor he, had any issues regarding the IRO's independence,

to the 2 Forman is a Senior Vice President with Strategic Management Services, LLC. Apparently unbeknownst other Commissioners, BH Chairman of the Board Andrew Klein invited a representative of Strategic Management Services, LLC to make a proposal at a BH meeting on or about September 26, 2018 with the idea that they could serve in an advisory capacity to the Board of Commissioners. With the resignation of BH's then-CCO Nick Hadfield on October 31, 2018, Forman was subsequently hired as Interim CCO. 3 Ellis granted to Broward Health an extension until February 17, 2019 to respond to her letter. We are not aware that this response has been submitted to Ms. Ellis. 4 Santorio's letter was also received by certified mail. 5 Imperato is a Partner at the law firm Nelson Mullins.

4824-9645-6840v6 2935642-000001 02/19/2019 Broward Health Board of Commissioners February 19, 2019 Page 4 qualifications, or quality of work.6 Rather, he stated that BH simply "needed a fresh start." Santorio stated that the Board of Commissioners had been contacted and supported the decision to terminate the IRO.

Considering the IRO's engagement was not discussed at the January 30, 2019 BH Board of Commissioner's Board Meeting and taking Santorio at his word, it appears that Santorio and possibly others contacted the Commissioners between the afternoon of Friday, February 1, 2019 and prior to mid-morning on Monday, February 4, 2019 to determine their support for removal of the IRO. Ellis' instruction to the IRO to issue a Supplemental Report and her refusal to provide Forman with any information regarding it clearly created a sense of urgency among BH's senior management team. The urgency apparently involved them making at least some calls and/or meetings over a weekend - to supposedly get the Board's immediate "approval" to act. As stated, the IRO had individual meetings with every member of the Board of Commissioners from January 29-30, 2019. We find it extremely difficult to believe majority support for termination of the IRO existed. To the contrary, the fact that a subsequent Meeting of the Board of Commissioners was not called in an effort to terminate the IRO, which as set forth below would have been necessary, strongly suggests a lack of Board support. The most important point is, however, not whether or not majority support existed, rather it is that Santorio, Imperato, and Forman acted beyond the scope of their authority and improperly attempted to defy and usurp the responsibility of the BH Board of Commissioners. By doing so, they breached the CIA and violated BH's Bylaws and Policies and Procedures.

As a result, BH and the individuals involved may face serious collateral consequences. As set forth below, based upon prior Board and government action, the CIA, BH's Bylaws and Policies and Procedures, Santorio did not and does not have the authority to terminate the IRO and acted well beyond the scope of his authority when he attempted to do so.

II. THE BH BOARD OF COMMISSIONERS UNANIMOUSLY VOTED ON DECEMBER 1,2016 TO AUTHORIZE THE IRO TO CONTINUE CONDUCTING ANNUAL SYSTEMS REVIEWS "THROUGH THE PROCESS" SO THE CEO LACKS THE AUTHORITY TO TERMINATE THE IRO

On September 15, 2015, a $70,360,263 aggregate settlement was reached by and between the United States Department of Justice ("DOJ") and BH to resolve allegations of civil health

6 Santorio's reference was clearly understood to regard Chairman Klein, who has been the only Commissioner to offer publicly disparaging comments regarding the IRO. The IRO finds it disturbing that Santorio's only referenced person is a member of the Board of Commissioners, which creates a variety of potentially improper inferences under Florida law. Klein's disparaging comments began following the IRO's issuance of its July 23, 2018 "Report on Consulting Arrangements." A subsequent BH "Management Report" failed to show how any of the IRO's findings were inaccurate. As required by OCIG, the subsequent investigation as to whether the IRO's assertions in the Report constituted "Reportable Events" under the CIA has not been completed. Klein has played an active role in stopping BH's investigation despite public warnings by BH's outside counsel that actions taken by an individual member of the BH Board of Commissioners could violate Florida law. On October 17, 2018, the IRO wrote BH Commissioner Nancy Gregoire, as BH's Chair of the Compliance and Ethics Committee, advising that the continued comments and other retaliatory actions by Chairman Klein threatened our independence. Chairman Klein responded by writing a letter to Ellis, which continued to criticize the July Report and letter regarding independence. At various times, Ellis wrote letters. The documents are attached.

4824-9645-6840v6 2935642-00000102/19/2019 Broward Health Board of Commissioners February 19, 2019 Page 5 care fraud. As part of the settlement, the government imposed a five year CIA, effective August 31, 2015, which has been and will be monitored by the OIG. The CIA requires BH to undertake substantial internal systems and compliance corrective measures. Due to the egregiousness of BH's conduct, the CIA further required an IRO be engaged to conduct Arrangement Systems Reviews and Arrangements Transactions Reviews, both of which are described in Appendix B of the CIA. After BH conducted a national search and a comprehensive review of qualifications, Baker Donelson and specifically, Newton, were recommended by BH and subsequently, approved by OCIG to serve as the IRO based upon qualifications, experience, and independence in December 2015. In January 2016, the BH Board of Commissioners unanimously approved the Compliance Committee meeting minutes authorizing the engagement.

Recognizing that the IRO's work during the First Reporting Period had been obstructed by several members of the then-senior management team, the BH Board of Commissioners unanimously voted at the December 1, 2016 Special Meeting of the Board of Commissioners to authorize the IRO to conduct annual Systems Reviews and to ensure full access to documentation and BH employees throughout the remainder of the term of the CIA. Simply stated, the Board took action to ensure compliance with the CIA and obstruction of the IRO's work would no longer occur. The December 1, 2016 Special Board Meeting minutes provide the following: "Commissioner Robison moved that given the ongoing process, this Board allow the IRO to continue their work through the process with the Compliance Officer to get to finalization on the initial report with full access. Seconded by Commissioner Ure."7 Commissioners Rodriguez, Ure, Canada, Robison, and Capasso voted "yes." The statement "to allow the IRO continue their work through the process" authorized the IRO to conduct annual Systems Reviews throughout the remaining years of the CIA. As a result, Santorio did not have the authority to attempt to terminate the IRO and by doing so, has defied a vote of the Board of Commissioners and breached the obligations clearly set forth in the CIA.8

A. THE APPARENT REASONS FOR THE PURPORTED TERMINATION

The reasons for the attempted retaliatory termination seem to involve two purposes. First, it obstructed the disclosure of the IRO's findings to the United States government, BH, and the public. Second, senior management has purportedly terminated the IRO in retaliation for issuing Reports, which were not discretionary. It is clear that the retaliation, as we warned the Board and the OCIG, in October 2018 intensified following the issuance of our July 23, 2018 "Report on Consulting Arrangements." Within the Federal Bureau of Investigation, there is a applicable saying to BH's action: "Big cases, big problems. Little cases, little problems. No cases, no problems." It suggests some at BH fully recognize the concept of "No IRO, no problems." While one Commissioner pays lip service to "transparency," the fact that it would occur at a public institution is particularly disturbing. Moreover, BH's senior management, as

7 NBHD Board of Commissioners' Special Board Meeting Minutes, December 1, 2016. 8 Under the CIA, "if NBHD materially changes the Arrangements systems, processes, policies and procedures, the IRO shall perform an Arrangements Systems Review for the Reporting Period in which such changes were made in addition to conducting the systems review for the first and fourth Reporting Periods."8 Due to BH having material changes to the Arrangements systems, processes, policies and procedures every year as noted in the IRO's Systems Review Reports for the Second and Third Periods, it would have had to conduct them anyway.

4824-9645-6840v6 2935642-00000102/19/2019 Broward Health Board of Commissioners February 19, 2019 Page 6 public officials, have denied the government, BH and the public access to information. Based upon the immediacy in which the effort occurred, the timing creates an extraordinarily problematic appearance that it was undertaken to prevent the disclosure of the information, which the individuals involved clearly knew would be presented to the United States government, BH, and the public. The fact that the information to be presented to the United States in the Supplemental Report was requested by a federal agency representative, Ellis, could create additional problematic issues for the individuals involved.

The problem is, however, more pervasive than just the IRO. The IRO has reported years old serious and repeated deficiencies in BH's Audit Department9 and Compliance Department for the failure to properly conduct investigations. For example, BH currently has been and is deficient in investigating Disclosure Log complaints. It could be viewed as "no audits and no compliance investigations" results in "no problems." Over the years, the IRO has identified and reported obviously fake complaints to attack the reputation of members of the Board of Commissioners, including a current one, and others, in an effort to exercise control or extort them. At other times, upon determining allegations were false, we did not disclose them to protect the so-called subjects, which recently included another current Commissioner.

Here though, if the BH Board of Commissioners allow senior management to "IRO opinion shop," it may only momentarily have "no problems." As the status of the IRO's engagement is considered, the IRO would ask several questions of the Commissioners. First, the senior management team acted outside its scope of authority in clear defiance of an unanimous Board vote, which occurred at a time when unanimous votes were exceedingly rare. They possibly disregarded comments made by current Commissioners between February 1-4, 2019. The extent of that possibility is for your determination so, how can you rely on the accuracy of information being provided to you in order to be able to certify compliance? Second, OCIG has advised that BH is in breach in five areas of the CIA through the Third Reporting Period. It is a serious assertion, potentially subjecting BH to millions of dollars in stipulated - already agreed - penalties. Significantly, with senior management failing to simultaneously produce Ellis' letter to all of the Commissioners, can you be certain the information you need to fulfill your obligations under the CIA will be given to you? Third, since the issues the IRO was to address in its Supplemental Report are not known to BH and were serious enough for Ellis to instruct the IRO to complete a Supplemental Report regarding them, does it concern you that on the next business day after learning of it, the purported termination of the IRO occurred? Fourth, what will the perception and response of the OIG and other federal agencies be? Finally, what could happen to BH, the Commissioners, and senior management as a result of your not knowing the truth because senior management denied the government's and your ability to have transparency?

B. POTENTIAL CRIMINAL EXPOSURE ARISING FROM THE PURPORTED TERMINATION

The most significant problem with undertaking a purported retaliatory termination on the next business day after learning a Supplemental Report was requested by OCIG is that it creates the appearance that the intent of the individuals involved was to obstruct or impede the

9 Until the termination of the previous Chief Internal Auditor.

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IRO's work. While potentially intentionally obstructing the IRO's work creates possible criminal statutory problems, what could make them worse is that BH's senior management had actual knowledge that the IRO's work product was to be produced to the United States government, It, therefore, creates the appearance that information from the IRO, which the BH senior management team knew was to be presented to the United States government, was apparently obstructed. If the matters being reviewed by the IRO were subsequently construed by the United States Department of Justice to be criminal in nature, the conduct could also create the appearance that the individuals willfully prevented, obstructed, misled, delayed or attempted to do so regarding the communication of information relating to a violation of a federal health care offense. If the informational nexus, which could be construed as having been obstructed by the BH senior management team by denying the United States access to it, could provide the basis for the initiation of a criminal obstruction of justice and/or other violation(s) case under several statutes against the individuals, who participated and acted outside the scope of their employment, position, and/or authority. The matters are clearly outside the scope of the IRO's work under the CIA. As a result, the IRO will leave it to the United States Department of Justice to make a determination.

III. UNDER THE CIA THE BROWARD HEALTH BOARD OF COMMISSIONERS CANNOT DELEGATE THE AUTHORITY TO TERMINATE THE IRO

The BH Board of Commissioners cannot and did not delegate to senior management the authority to terminate the IRO. The Board of Commissioners' obligations under the CIA are set forth under Section III. A. 3 of the CIA. Under the CIA, the BH Board of Commissioners "shall be responsible for the review and oversight of matters related to compliance with Federal health care program requirements and the obligation of this CIA."1° (Emphasis added). The engagement of the IRO unquestionably falls within the obligations of the BH Board of Commissioners under the CIA. The CIA mandates that members of the BH Board of Commissioners must certify, under penalty of federal felony false statement,11 that they have undertaken "reasonable inquiry" into BH's compliance program and that it is "effective" unless they provide "exceptions." 2 For the last three years, Commissioner certifications have not been submitted without exceptions because your predecessors and you have not been able to conclude BH's compliance program has been or has become "effective." The Board's duties regarding compliance with the CIA - a contractual agreement between BH and the OIG - and therefore, unquestionably includes the work of the IRO. Coupled with the government's view of the absolute importance of Commissioner certifications, it indicates the BH Board of Commissioners cannot and obviously, did not, delegate its authority regarding the IRO to the CEO or senior management.

With regard to senior management, the CIA only provides that specified "Certifying Employees" are "specifically expected to monitor and oversee activities within their areas of authority and shall annually certify that the applicable NBHD department is in compliance with

to CIA p.5. " 18 U.S.0 §1001. 12 CIA p.6.

4824-9645-6840v6 2935642-000001 02/1942019 Broward Health Board of Commissioners February 19, 2019 Page 8 applicable Federal health care program requirements and with the obligations of this CIA."13 (Emphasis added), Upon executing the CIA, BH contractually agreed that its Board of Commissioners would ensure not only that BH became compliant with the federal health care laws and regulations, but that future federal program funding would be protected by a robust compliance program. Rather, with key members of the current management team in place for approximately eighteen months, BH finds itself in the position of already having breached the CIA in multiple areas, possibly subjecting it to millions of dollars in stipulated penalties, potentially having additional criminal, civil and administrative cases brought against it, and/or potential exclusion. Regretfully, the only conclusion to be drawn is BH as an institution has not - over three years into a CIA - displayed a commitment to ensuring compliance or protecting federal funding.

A. BROWARD HEALTH MAY HAVE COMMITTED MATERIAL BREACH(ES) UNDER THE CIA RESULTING IN POSSIBLE EXCLUSION FROM THE FEDERAL HEALTH CARE PROGRAMS

The CIA provides for exclusion for material breach of the CIA. In pertinent part, the CIA defines the term "material breach" as:

a)"a failure by NBHD to report a Reportable Event, take corrective action, or make the appropriate refunds in Section III.K;"

b) "repeated violations or a flagrant violation of any of the obligations under this CIA, including, but not limited to, the obligations addressed in Section X.A;" or

d) "a failure to engage and use an IRO in accordance with Section III.E, Appendix A, and Appendix B.14

Recognizing our independence, the IRO will not comment on the possibility of a determination of material breach by OCIG. The CIA provides, however, that "the parties agree that a material breach of this CIA by NBHD constitutes an independent basis for NBHD's exclusion from participation in the Federal health care programs." (Emphasis added).

B. BROWARD HEALTH'S BREACHES OF THE CIA

In a January 10, 2019 Ellis letter to Forman,16 she concluded that, "In its Third Annual Report the North Broward Hospital District, operating as Broward Health, failed to demonstrate the progress and competence in its Compliance Program and compliance with the Corporate Integrity Agreement(CIA) that the Office of Inspector General (OIG) of the U.S, Department of Health and Human Services expects of an entity at the end of its Third Reporting Period," A copy of Ellis' letter is attached. In particular, OCIG determined that, "For the third time in three Annual Reports, Broward Health's Board has been unable to certify that Broward Health 'has

13 CIA p.6. 14 CIA p.33-34. 15 CIA p.34. 16 The letter is referred to in this letter as OCIG Letter.

4824-9645-6840v6 2935642-000001 02/19/2019 Broward Health Board of Commissioners February 19, 2019 Page 9 implemented an effective Compliance Program to meet Federal health care program requirements and the obligations of the CIA.'

Ellis determined that Broward Health is in breach of five provisions of the CIA. The Corporate Integrity Agreement empowers OIG to impose a Stipulated Penalty of $1,000 to $2,500 per day per violation, depending on the particular violation of the CIA. With regard to four of these areas, the IRO made findings in its most recent Systems Review Report," which were relied on by Ellis in her determination of Broward Health's breach of the CIA:

(1) Section IIIB.2--Policies and Procedures Ellis's finding of breach is founded in part on her observation that, "When Broward Health implemented its new workflow on January 8, 2018 and when it began use of its P025 process in 2018 without first revising or replacing its policy GA-004-441 Physician and Non-Physician Financial Arrangement Review, Approval, Tracking, and Monitoring, it breached Sections III.B.2 and III.D.1 of the CIA. Until it has a policy that governs its practice (i.e. one that formalizes Broward Health's current processes), Broward Health will remain in breach:118 The IRO's Systems Review Report identified this incongruence between policy and practice as a deficiency.19 Ellis observes in her letter that, "The IRO found numerous deficiencies related to Broward Health's making material changes to the Focus Arrangements processes and procedures without revising or replacing the operative policies."20

Broward Health conceded the deficiency and has reported that it is "undertaking a holistic review of its policies and procedures to ensure that the policies and procedures are aligned with current practices...."21

(2) Section III. C--Training and Education Ellis found that, "Broward Health is in breach of the CIA for its failure to implement the Training Plan during the third Reporting Period as required by Section III.C."22

(3) Section III.D--Compliance with the Anti-Kickback Statute and Stark Law OCIG commented on several deficiencies, which the IRO identified in its Systems Review Report. For example, the IRO reported deficiencies caused by Broward Health's failure to achieve a centralized tracking system for all focus arrangements.23 Ellis expressed concern that, in its Response to the Systems Review Report, "Broward Health downplay[ed] the seriousness of the flaws and deficiencies in its data migration to C360..."24 Ellis concluded

17 The IRO's Systems Review Report for the Third Reporting Period is referred to in this letter as Systems Review Report. 18 OCIG Letter p. 6. 19 Systems Review Report p. 17. 20 OCIG Letter p. 17. 21 Broward Health's Third Annual Report p. 11. 22 OCIG Letter p. 9. 23 Systems Review Report pp. 24-27. 24 OCIG Letter p. 11.

4824-9645-6840v6 2935642-000001 02/19/2019 Broward Health Board of Commissioners February 19, 2019 Page 10 that, "Broward Health's failure to have a fully functioning centralized tracking system places it in breach of Section of the CIA."25

Section III.F--Risk Assessment and Internal Review Process The IRO found that the Compliance Department had failed to conduct a Risk Assessment during the Third Reporting Period and found that this resulted in a deficiency under Section III. F. of the CIA.26 OCIG agreed, determining that "Broward Health is not in compliance with the requirements of Section III.F of the CIA concerning risk assessment and thus is in breach."27

Section III G--Disclosure Program Ellis concluded that, "Broward Health is in breach of Section III.G of the CIA and will remain in breach until all disclosures in the Monthly Compliance and Activities Reports (and all disclosures made to the Compliance Department by any other means) are recorded in the disclosure log and new disclosures are being recorded timely."28 In reaching this conclusion, Ellis relied on findings by the IRO, as she stated, "The IRO wrote that the Compliance Department had (1) completed a review of Monthly Compliance and Activities Reports submitted prior to April 2017 and identified disclosures contained in the reports, but had not entered them into the disclosure log, and (2) had not reviewed any Monthly Compliance and Activities Reports for disclosures submitted after April 2017."29 Ellis also noted the IRO's observations that substantive allegations may have been closed prematurely. She stated in the letter, "I point Broward Health to the IRO's concern that credible allegations were closed after an interview of the subject, who denied the allegation."30

C. BROWARD HEALTH'S SENIOR MANAGEMENT MAY HAVE USURPED THE AUTHORITY OF THE OIG

Pursuant to the IRO removal and termination provisions set forth in the CIA, the IRO notes that despite great efforts since the engagement began, not one sentence, nor one finding of any of its Reports have been proven to be inaccurate. In fact, with regard to the most contested Report, which was dated July 23, 2018, Santorio has stated to the IRO that it was accurate on several occasions. His comments as to its accuracy are bolstered by the fact that BH's then-CEO terminated two members of its senior management team and a third individual was suspended after it was reviewed. Moreover, the IRO points to letters sent by OCIG Senior Counsel Ellis throughout the engagement as being a definitive determination of its acting independently and having the qualifications to perform the work required by the CIA. As a result, a "fresh start" is materially lacking as support for the purported termination and creates the appearance that BH's senior management has attempted to usurp the CIA oversight authority of the OIG.

25 OCIG Letter p. 12. 26 See Systems Review Report pp. 82-83. 27 OCIG Letter p. 20. 28 OCIG Letter p. 22. 29 OCIG Letter p. 21. 3° OCIG Letter p. 22 (citing Systems Review Report p. 82).

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D. THE PURPORTED TERMINATION IS YET ANOTHER THREAT TO THE IRO'S INDEPENDENCE

The CIA requires the IRO to be independent and qualified in the performance of its reviews "as defined in the most recent Government Auditing Standards issued by the United States Accountability Office."31 The actions taken by Santorio, Imperato, and Forman violate the provisions of the CIA because they threaten the IRO's still-asserted and not-impaired independence.

As documented in various letters to BH's Board of Commissioners and former members of its senior management team over the last three years, the IRO's independence has been repeatedly threatened throughout the engagement. The purported termination of the IRO in this instance is hardly the first time discussions have reached the IRO and OCIG regarding the prospect of the IRO's termination by BH's senior management. In fact, the first instance was on March 11, 2016 or less than two weeks of our arrival at BH. Generally Accepted Government Auditing Standards ("GAGAS")require that the IRO possess independence, that is, "The state of mind that permits the performance of an audit without being affected by influences that compromise professional judgment, thereby allowing an individual to act with integrity and exercise objectivity and professional skepticism."32 Threats to the IRO's independence "do not necessarily impair independence."33 The IRO is bound by the standards to "evaluate...threats to independence when threats are being identified and evaluated (§3.14)" as they are now, on the eve of the year four systems review and notwithstanding its purported termination. The intermittent volatility in the IRO's working relationship with BH, caused by intermittent threats of termination (and the obstruction of our work, denial of access to documents and interviewees), requires our continuing evaluation of our independence. Of most relevance to our functioning as an Independent Review Organization, is the "undue influence threat," which the GAGAS defines as "the threat that external influences or pressures will impact an auditor's ability to make independent and objective judgments."34 The GAGAS flatly warns that, "A threat to independence is not acceptable if it either (a) could impact the auditor's ability to perform an audit without being affected by influences that compromise professional judgment or (b) could expose the auditor or audit organization to circumstances that would cause a reasonable and informed third party to conclude that the integrity, objectivity, or professional skepticism of the audit organization, or a member of the audit team, had been compromised." While our independence has never been impaired, the persistent threats to our retention (and obstructive conduct) to complete our work at BH must cease.

31 CIA p.41. 32 GAGAS §3.03a. 33 GAGAS §3.13. 34 GAGAS §3.14e.

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IV. THE CEO'S ACTIONS ARE AN ATTEMPT TO USURP THE AUTHORITY OF THE BROWARD HEALTH BOARD OF COMMISSIONERS AS A BOARD AND ITS COMMITTEES UNDER ITS BYLAWS AND POLICIES AND PROCEDURES

The CEO's purported termination of the IRO, even with the support and advice of the Interim General Counsel and Interim Compliance Officer, is beyond the scope of his authority and requires a vote of the BH Board of Commissioners under BH's Bylaws.

Section 1-4 provides: "The Board shall be responsible for the oversight of Broward Health and all of its facilities....The Board's oversight function shall be exercised as a whole body and not through the actions of any one commissioner.....For purposes of this section, "oversight" shall mean the establishment of policy and the providing of direction, in a supervisory capacity, as necessary, to perform the duties and responsibilities of the Board as set forth in the Enabling Act, as amended." (Emphasis added). The CIA specifically provides (and BH contractually agreed when it entered into it) that the Board of Commissioners would be responsible for compliance with it. As stated above, the CIA provides that "the Board of Commissioners is responsible for the review and oversight of the matters related to compliance with Federal health care program requirements and the obligations ofthe CIA." The Board has repeatedly recognized the engagement of and cooperation with the IRO fell squarely within their obligations under the CIA. As stated above, the Board has, when necessary, voted to support the IRO's work,

Senior management's purported termination of the IRO appears to have defied the authority of the Board of Commissioners Committees, as well, and by doing so breached the CIA. Article IV addresses the authorities of standing committees. Additionally, CIA Section III. A. 3. provides that "The Board of Commissioners of NBHD, supported by a committee of the Board (Committee) shall be responsible for the review and oversight of matters related to compliance with the Federal health care program requirements and the obligations of the CIA." 35 Without question, the CIA dictates the Board of Commissioners, supported by its Compliance Committee, shall oversee compliance with the obligations of the CIA. Senior management is to ensure compliance occurs, but has absolutely no responsibility or authority with regard to oversight of the CIA. The authority to oversee compliance with the CIA and therefore, the IRO and entirety of the compliance program, which is what is at issue with the purported termination, is without question, a Board matter.36 As a result, the CEO has defied the Board and its Committee under Section V-1, which provides that the CEO is empowered "A. To carry out all policies established by the Board." The IRO asserts the action is a breach of the CIA.

V. CONCLUSION

Considering the December 1, 2016 unanimous vote of the BH's Board of Commissioners at its Special Board Meeting, the obligations of the Board of Commissioners to be responsible

35 CIA p. 5. 36 The matter is for the full BH Board of Commissioners and not the Compliance Committee. Section IV-2 "[The standing committees] have no power to act except as authorized by the Board or by these Bylaws."

4824-9645-6840v6 2935642-00000102/19/2019 Broward Health Board of Commissioners February 19, 2019 Page 13 for and ensure compliance with the CIA, BH's Bylaws, and Policies and Procedures, the CEO and senior management team did not and do not have the authority to terminate the IRO. Moreover, no material reason exists for the purported termination. To the contrary, in November 2018 the IRO issued two Reports for the Third Reporting Period. In its December 2018 Response to OCIG, BH acknowledged and accepted the deficiencies identified by the IRO and assured OCIG that it would undertake corrective measures. Thereafter, OCIG found BH in breach of five substantive areas under the CIA, most of which had been previously identified in prior IRO Reports. The current management team knew or should have known of the deficiencies. On February 1, 2019, Ellis informed Forman that she had instructed the IRO to complete a Supplemental Report on or by March 1, 2019. On the next business day, the CEO, clearly acting outside the scope of his authority in several ways, attempted to retaliatory terminate the IRO. It is now an issue for the BH Board of Commissioners and the government, through the OIG and/or DOJ,to address.

You now have less than two years to do the work, which should have begun on September 1, 2015. Maintaining our independence and our integrity, which has been exercised beyond reproach and recognized by OCIG throughout the engagement, we want to be a part of BH's solution. Our work product has given the BH Board of Commissioners and senior management a road map to compliance. If you, as a member of the Board of Commissioners, believe we will continue to perform with independence and integrity - which has the direct effect of protecting your ability to certify and oversee the systemic compliance changes BH so desperately needs and can achieve - you should once again vote to continue our engagement.

Sincerely,

BAKER,DONELSON, BEARMAN, CALDWELL & BERKOWITZ,PC

J. Scott Newton

JSN:Ilt cc: Laura E. Ellis

4824-9645-6840v6 2935642-00000102/19/2019 Beeler, Jonell

From: Beeler, Jonell Sent: Thursday, January 24, 2019 12:47 PM To: 'Mosley, Jennifer D'; Forman, Steven D ([email protected]) Cc: Newton, Scott; Traxler, Lynda; Dawkins, Michael Subject: Request for Interviews

Jennifer:

Per our call today, the IRO would like to schedule interviews with the following Commissioners starting at 12:00 noon on next Tuesday, January 29. We could also do interviews on Wednesday, January 30, in the morning starting at 7:30 or 8:00 but would need to be through by 9:00 in order to leave for the airport.

Maire Waugh 1hour Nancy Gregoire 1 hour Christopher Ure 30 minutes Ray Berry 30 minutes Stacy Angier 30 minutes

We can do these interviews at Broward, or we can travel to meet an interviewee at their place of business or other location, so long as you give us enough time between interviews. Please give Ms. Waugh the first selection of a time slot, as we have not yet met with her.

If we have a free time slot, we would also like to meet with Steve Forman if his schedule permits.

Thank you for your help.

Jonell BAKE BER. HEALTH LAW

Jonell B. Beeler Shareholder

Baker Donelson One Eastover Center 100 Vision Drive Suite 400 Jackson, MS 39211

Phone 601.351.2427 Fax 601.592.2427 [email protected]

Baker Donelson PC represents clients across the U.S. and abroad from offices in Alabama, Florida, Georgia, Louisiana, Maryland, Mississippi, South Carolina, Tennessee, Texas, Virginia and Washington, D.C.

Baker Donelson - One of FORTUNE Magazine's "10D Best Companies to Work For®" Seven Years in a Row!

1 Beeler, Jonell

From: Mosley, Jennifer D Sent: Friday, January 25, 2019 11:13 AM To: Beeler, Jonell Subject: RE: Request for Interviews

Here is the schedule for the interviews you are requesting:

IRO Interviews Scheduled for Jan 29 & 30 Date Time Room Interviewee

12 .1p.m • Compliance • Commissionery fteg4.-...eavg—tintit‘ Waugh 1:30-2pm Compliance Commissioner Berry OWL co m pl i a nc7107Commissioner Gregoire 4:30-5pm 150 E Palmetto Commissioner Park Rd, Suite Ure 110 Hightower Boca Raton 33432 Jan 3e 7:30-8am Compliance Commissioner

-tuill:Mr4tC4CLP Angier

Jennifer D. Mosley Executive Secretary, Corporate Compliance 1800 NW 4911I Street, Fort Lauderdale, FL 33309 t- 954.473.7505 I f- 954.473.7535 [email protected] The mission of Broward Health is to provide quality healthcare to the people we serve and support the needs of all physicians and employees. BrowardHealth.org

From: Beeler, Jonell fmailto:[email protected]] Sent: Thursday, January 24, 2019 1:47 PM To: Mosley, Jennifer D; Forman, Steven D Cc: Newton, Scott; Traxler, Lynda; Dawkins, Michael Subject: Request for Interviews

Jennifer: Per our call today, the IRO would like to schedule interviews with the following Commissioners starting at 12:00 noon on next Tuesday, January 29. We could also do interviews on Wednesday, January 30, in the morning starting at 7:30 or 8:00 but would need to be through by 9:00 in order to leave for the airport.

Maire Waugh lhour Nancy Gregoire 1 hour Christopher Ure 30 minutes Ray Berry 30 minutes Stacy Angier 30 minutes

If we have a free time slot, we would also like to meet with Steve Forman if his schedule permits.

Thank you for your help.

Jonell BAKEROBER,(HEALTH LAW

Jonell B. Beeler Shareholder

Baker Donelson One Eastover Center 100 Vision Drive Suite 400 Jackson, MS 39211

Phone 601.351.2427 Fax 601.592.2427 ibeeler©bakerdonelson.com

Baker Donelson - One of FORTUNE Magazine's "100 Best Companies to Work For®" Seven Years in a Row!

NOTICE: This electronic mail transmission with any attachments may constitute an attorney-client communication, protected health information (PHI) or other confidential information that Is in fact confidential, legally protected from disclosure and/or protected by the attorney-client privilege. If you are the intended recipient, please maintain confidentiality and be aware that forwarding this e-mail to others may result in a waiver of these protections and privileges and regardless electronic communications may be at times illegally accessed and viewed. If you are not the intended recipient, this e-mail is not intended for transmission to you, nor to be read, reviewed, used, distributed or even received by you or any other unauthorized persons. If you have received this electronic mail transmission in error, please double delete it from your system immediately without copying, reading or disseminating it, and notify the sender by reply e-mail, so that our address record can be corrected. Thank you very much.

The mission of Broward Health is to provide quality health care to the people we serve and support the needs of all physicians and employees.

2 This message and any included attachments are intended for the sole use of the individual or entity to which it is addressed. This message may contain infoimation that is confidential and protected by federal and state law. If you are not the intended recipient, you are hereby notified that any disclosure, copying, or distribution ofthis message is strictly prohibited. If you received this message in error, please immediately notify the sender by reply e-mail with a copy to [email protected] and then delete the original message and its attachments without reading or saving the attachments in any manner.

Please be aware that email communication can be intercepted in transmission or misdirected. Please consider communicating any sensitive information by telephone, fax or mail. If you do not wish to have your information sent by email, please contact the sender immediately.

3 Beeler, Jonell

From: Forman, Steven D Sent: Friday, January 25, 2019 11:58 AM To: Newton, Scott; Beeler, Jonell Cc: 'Ellis, Laura E (OIG/OCIG)' Subject: Planning for the Year 4 Review

I would like to set up a call with you, Jonell and Laura Ellis to discuss the Year 4 review. Following are times that Ms. Ellis is available (tentatively):

This Monday 10-12; Tuesday all day after 10:30 a.m.; Wednesday 10-4; Thursday 10 to Noon; 2-4:30 p.m. I will make myself available during any of those times. I would suggest that we shoot for Tuesday or Wednesday. Please let me know at your earliest convenience when we can have the call and I will set up a call-in number. Thanks

Steve The mission of Broward Health is to provide quality health care to the people we serve and support the needs of all physicians and employees.

This message and any included attachments are intended for the sole use of the individual or entity to which it is addressed. This message may contain information that is confidential and protected by federal and state law. If you are not the intended recipient, you are hereby notified that any disclosure, copying, or distribution of this message is strictly prohibited. If you received this message in error, please immediately notify the sender by reply e-mail with a copy to [email protected] and then delete the original message and its attachments without reading or saving the attachments in any manner.

From: Beeler, Jonell Sent: Friday, January 25, 2019 4:59 PM To: 'Forman, Steven D'; Newton, Scott; Dawkins, Michael Cc: 'Ellis, Laura E (OIG/OCIG)' Subject: RE: Planning for the Year 4 Review Attachments: RE: Request for Interviews

Steve:

We are available for the call with you and Laura Ellis on Monday 10-12(we assume this is Eastern time). Please send us the call in number for the call.

As you are aware, we have scheduled interviews with members of the Board of Commissioners on Tuesday and Wednesday. A copy of the schedule provided to us by Jennifer Moseley is attached.

In reviewing the schedule, we found that we left off Commissioner Klein's name. We apologize for this oversight and would ask that you add him to the schedule. We realize that we are not giving him much advance notice and would appreciate his scheduling to meet with us at a time convenient with him. We would be glad to meet with him during the scheduled interview times, after hours on Tuesday night, or on Wednesday morning. If those times are not available, we can schedule a telephone call (or possibly meeting in person depending on flight schedules) on Thursday or Friday morning before our meeting at Broward.

We do plan to attend Broward's Executive Compliance Work Group meeting on Friday in person and by phone.

Thank you,

Jonell BAKEWBER, F ALTH LAW

Jonell B. Beeler Shareholder

Baker Donelson One Eastover Center 100 Vision Drive Suite 400 Jackson, MS 39211

Phone 601.351.2427 Fax 601.592.2427 [email protected]

Baker Donelson - One of FORTUNE Magazine's "100 Best Companies to Work For®" Seven Years in a Row!

1 From: Forman, Steven D [mailto:Sdformanftrowardhealth.org] Sent: Friday, January 25, 2019 11:58 AM To: Newton, Scott; Beeler, Jonell Cc: 'Ellis, Laura E (OIG/OCIG)' Subject: Planning for the Year 4 Review

I would like to set up a call with you, Jonell and Laura Ellis to discuss the Year 4 review. Following are times that Ms. Ellis is available (tentatively):

This Monday 10-12; Tuesday all day after 10:30 a.m.; Wednesday 10- 4; Thursday 10 to Noon; 2-4:30 p.m. I will make myself available during any of those times. I would suggest that we shoot for Tuesday or Wednesday. Please let me know at your earliest convenience when we can have the call and I will set up a call- in number. Thanks

Steve The mission of Broward Health is to provide quality health care to the people we serve and support the needs of all physicians and employees.

This message and any included attachments are intended for the sole use of the individual or entity to which it is addressed. This message may contain information that is confidential and protected by federal and state law. If you are not the intended recipient, you are hereby notified that any disclosure, copying, or distribution of this message is strictly prohibited. If you received this message in error, please immediately notify the sender by reply e-mail with a copy to Privacy@browardhealth,org and then delete the original message and its attachments without reading or saving the attachments in any manner.

2 Beeler, Jonell

From: Forman, Steven D Sent: Friday, January 25, 2019 5:39 PM To: Beeler, Jonell Cc: 'Ellis, Laura E (OIG/OCIG)' Subject: RE: Planning for the Year 4 Review

Jonell—Based on my discussion with Laura, we postponed your meetings with the Commissioners until after our meeting with you to discuss your Year 4 IRO review. As I indicated in my email we wanted to shoot for Tuesday or Wednesday of next week. In addition, we felt it was important for the Commissioners to understand in advance the purpose of their meeting with you and to see a proposed agenda. This way they could prepare better to have a productive discussion with you.

With regard to the Executive Compliance Group meeting on Friday, February ft, we are looking forward to your attendance. I will send you the agenda for the meeting next week. FYI, we will be holding these meetings every two weeks for the forseeable future. I would be happy to discuss what is going on at your convenience.

Steve

From: Beeler, Jonell [mailto:[email protected]] Sent: Friday, January 25, 2019 5:59 PM To: Forman, Steven D; Newton, Scott; Dawkins, Michael Cc: 'Ellis, Laura E (01G/OCIG)' Subject: RE: Planning for the Year 4 Review

Steve:

We are available for the call with you and Laura Ellis on Monday 10-12(we assume this is Eastern time). Please send us the call in number for the call.

As you are aware, we have scheduled interviews with members of the Board of Commissioners on Tuesday and Wednesday. A copy of the schedule provided to us by Jennifer Moseley is attached.

We do plan to attend Broward's Executive Compliance Work Group meeting on Friday in person and by phone.

Thank you,

Jonell BAKEROBER,I HEALTH LAW Jonell B. Beeler Shareholder

Baker Donelson One Eastover Center 100 Vision Drive Suite 400 Jackson, MS 39211

Phone 601.351.2427 Fax 601.592.2427 ibeelerabakerdonelson.com

Baker Donelson - One of FORTUNE Magazine's "100 Best Companies to Work For()" Seven Years in a Row!

From: Forman, Steven D [mailto:SdformanPbrowardhealth.org] Sent: Friday, January 25, 2019 11:58 AM To: Newton, Scott; Beeler, Jonell Cc: 'Ellis, Laura E (OIG/OCIG)' Subject: Planning for the Year 4 Review

I would like to set up a call with you, Jonell and Laura Ellis to discuss the Year 4 review. Following are times that Ms. Ellis is available (tentatively):

This Monday 10-12; Tuesday all day after 10:30 a.m.; Wednesday 10- 4; Thursday 10 to Noon; 2-4:30 p.m. I will make myself available during any of those times. I would suggest that we shoot for Tuesday or Wednesday. Please let me know at your earliest convenience when we can have the call and I will set up a call- in number. Thanks

Steve The mission of Broward Health is to provide quality health care to the people we serve and support the needs of all physicians and employees.

This message and any included attachments are intended for the sole use of the individual or entity to which it is addressed. This message may contain information that is confidential and protected by federal and state law. If you are not the intended recipient, you are hereby notified that any disclosure, copying, or distribution of this message is strictly prohibited. If you received this message in error, please immediately notify the sender by reply e-mail with a copy to Privacy@bro wardhealth.org and then delete the original message and its attachments without reading or saving the attachments in any manner.

Please be aware that email communication can be intercepted in transmission or misdirected. Please consider communicating any sensitive infoiination by telephone, fax or mail. If you do not wish to have your information sent by email, please contact the sender immediately.

NOTICE: This electronic mail transmission with any attachments may constitute an attorney-client communication, protected health information (PHI) or other 2 confidential information that is in fact confidential, legally protected from disclosure and/or protected by the attorney-client privilege. If you are the intended recipient, please maintain confidentiality and be aware that forwarding this e-mail to others may result in a waiver of these protections and privileges and regardless electronic communications may be at times illegally accessed and viewed. If you are not the intended recipient, this e-mail is not intended for transmission to you, nor to be read, reviewed, used, distributed or even received by you or any other unauthorized persons. If you have received this electronic mail transmission in error, please double delete it from your system immediately without copying, reading or disseminating it, and notify the sender by reply e-mail, so that our address record can be corrected. Thank you very much.

The mission of Broward Health is to provide quality health care to the people we serve and support the needs of all physicians and employees.

Please be aware that email communication can be intercepted in transmission or misdirected. Please consider communicating any sensitive infointation by telephone, fax or mail. If you do not wish to have your information sent by email, please contact the sender immediately.

3 Beeler, JoneII

From: Newton, Scott Sent: Friday, January 25, 2019 6:55 PM To: Beeler, Jonell; [email protected]; Dawkins, Michael Cc: [email protected] Subject: RE: Planning for the Year 4 Review

Jonell forwarded your email to me. In a call with Laura Ellis, which ended immediately before Jonell sent her email to you, we discussed our meeting with you regarding the Year 4 plan on Monday at 10:00 am and Laura was well aware that we were meeting with the Commissioners on Tuesday and Wednesday.

We have always viewed meeting with the Commissioners as a way to, without hindering our independence, answer their questions, address concerns they may have, and keep them fully informed about our reviews and findings. As we spoke with Gino Santorio and Alan Goldsmith mid-last week, our purpose for meeting with them is to ensure open communication. With the issuance of our Systems Review Report for the Third Reporting Period in mid-November 2018 and Broward's response in mid-December 2018, we thought it was appropriate and timely to meet with them. Moreover, in watching recent Broward Committee meetings, we have noticed the repeated stated concern about the Commissioner's ability to certify compliance and to the extent we could, we hoped to address it. The meetings with the Commissioners have been scheduled and are extremely important in the exercise of their fulfilling the duties required under the CIA. With the CIA placing compliance under the direction of the Commissioners, they have had open and non- restricted access to us and we have had open and non-restricted access to them for three years. As a result, we plan to make ourselves available to meet with all of them as scheduled, should they deem it appropriate.

As you know, we are available to address any concerns or issues you have, any time. Thanks.

1 Scott Newton Shareholder Baker, Donelson, Bearman, Caldwell & Berkowitz, PC One Eastover Center 100 Vision Drive Suite 400 Jackson, MS 39211 Direct: 601.351.8914 Fax: 601.974.8914 Email: snewtonPbakerdonelson.com www.bakerdonelson.com

Baker, Donelson, Bearman, Caldwell & Berkowitz, PC represents clients across the U.S. and abroad from offices in Alabama, Florida, Georgia, Louisiana, Maryland, Mississippi, South Carolina, Tennessee, Texas, Virginia and Washington, D.C.

From: Beeler, Jonell Sent: Friday, January 25, 2019 5:54 PM To: Newton, Scott Subject: Fwd: Planning for the Year 4 Review

Sent from my iPhone

Begin forwarded message:

From:"Forman, Steven D" Date: January 25, 2019 at 5:39:14 PM CST

1 To: "'Beeler, Jonell'" Cc: "'Ellis, Laura E (01G/OCIG)" Subject: RE: Planning for the Year 4 Review

With regard to the Executive Compliance Group meeting on Friday, February 15t, we are looking forward to your attendance. I will send you the agenda for the meeting next week. FYI, we will be holding these meetings every two weeks for the forseeable future. I would be happy to discuss what is going on at your convenience.

Steve

Steve:

We are available for the call with you and Laura Ellis on Monday 10-12(we assume this is Eastern time). Please send us the call in number for the call.

As you are aware, we have scheduled interviews with members of the Board of Commissioners on Tuesday and Wednesday. A copy of the schedule provided to us by Jennifer Moseley is attached.

We do plan to attend Broward's Executive Compliance Work Group meeting on Friday in person and by phone.

Thank you,

Jonell

Jonell B. Beeler Shareholder 2 Baker Donelson One Eastover Center 100 Vision Drive Suite 400 Jackson, MS 39211

Phone 601.351.2427 Fax 601.592.2427 [email protected]

Baker Donelson PC represents clients across the U.S. and abroad from offices In Alabama, Florida, Georgia, Louisiana, Maryland, Mississippi, South Carolina, Tennessee, Texas, Virginia and Washington, D.C.

Baker Donelson - One of FORTUNE Magazine's "100 Best Companies to Work For®" Seven Years in a Row!

From: Forman, Steven D [mailto:Sdforman©browardhealth.orcll Sent: Friday, January 25, 2019 11:58 AM To: Newton, Scott; Beeler, Jonell Cc: 'Ellis, Laura E (OIGJOCIG). Subject: Planning for the Year 4 Review

I would like to set up a call with you, Jonell and Laura Ellis to discuss the Year 4 review. Following are times that Ms. Ellis is available (tentatively):

This Monday 10-12; Tuesday all day after 10:30 a.m.; Wednesday 10- 4; Thursday 10 to Noon; 2-4:30 p.m. I will make myself available during any of those times. I would suggest that we shoot for Tuesday or Wednesday. Please let me know at your earliest convenience when we can have the call and I will set up a call-in number. Thanks

Steve The mission of Broward Health is to provide quality health care to the people we serve and support the needs of all physicians and employees.

This message and any included attachments are intended for the sole use of the individual or entity to which it is addressed. This message may contain infonnation that is confidential and protected by federal and state law. If you are not the intended recipient, you are hereby notified that any disclosure, copying, or distribution ofthis message is strictly prohibited. If you received this message in error, please immediately notify the sender by reply e-mail with a copy to Privacy(c,browardhealth.org and then delete the original message and its attachments without reading or saving the attachments in any manner.

3 NOTICE: This electronic mail transmission with any attachments may constitute an attorney-client communication, protected health information (PHI) or other confidential information that is in fact confidential, legally protected from disclosure and/or protected by the attorney-client privilege. If you are the intended recipient, please maintain confidentiality and be aware that forwarding this e-mail to others may result in a waiver of these protections and privileges and regardless electronic communications may be at times illegally accessed and viewed. If you are not the intended recipient, this e-mail is not intended for transmission to you, nor to be read, reviewed, used, distributed or even received by you or any other unauthorized persons, If you have received this electronic mail transmission in error. please double delete it from your system immediately without copying, reading or disseminating it, and notify the sender by reply e-mail, so that our address record can be corrected. Thank you very much.

The mission of Broward Health is to provide quality health care to the people we serve and support the needs of all physicians and employees.

4 Beeler, Jonell

From: Forman, Steven D Sent: Monday, January 28, 2019 4:20 PM To: Newton, Scott; Beeler, Jonell Subject: FW: Commissioner meetings with IRO schedule

Importance: High

Here is your meeting schedule with the Commissioners for tomorrow.

From: Alfaro, Patricia Sent: Monday, January 28, 2019 5:15 PM To: Forman, Steven D Cc: Shore, Danielle Subject: Commissioner meetings with IRO schedule Importance: High

Mr. Forman,

Per your request, please see below schedule of Commissioner meetings with the IRO.

Tuesday 1-29-19

Commissioner Gregoire at 10 AM- BHC Compliance Department

Commissioner Berry at 11 AM- BHC Compliance Department

Commissioner Waugh at 12:00 PM- BHC Compliance Department

Commissioner Ure at 2:00 PM- Hightower Boca Raton, 150 East Palmetto Park Road, Suite 110, Boca Raton

Chairman Klein at 4:30 PM- BHCS Administration Office, 3000 Coral Hills Drive, Coral Springs

Should you need anything else please let me know, thank you

-Danielle

Patricia Alfaro Special Assistant to the Board of Commissioners th 1800 NW 49 Street, Fort Lauderdale, FL 33309 t- 954.473.7040 I f- 954.473.7009 palfaro browardhealth.oro BROWARD HEALTH

The mission of Broward Health is to provide quality health care to the people we serve and support the needs of all physicians and employees. 1 BrowardHealth.orq

The mission of Broward Health is to provide quality health care to the people we serve and support the needs of all physicians and employees.

Please be aware that email communication can be intercepted in transmission or misdirected. Please consider communicating any sensitive information by telephone,fax or mail. If you do not wish to have your information sent by email, please contact the sender immediately.

2 Beeler, Jonell

From: Alfaro, Patricia Sent: Monday, January 28, 2019 4:55 PM To: Newton, Scott; [email protected] Cc: Beeler, Jonell; Dawkins, Michael; Santorio, Gino R; Steve Forman Subject: Re: Meeting Schedule

Good evening Scott,

Per your request, please see below Tuesday and Wednesday's meetings

Tuesday 1-29-19

Commissioner Gregoire at 10 AM- BHC in the Compliance Department

Commissioner Berry at 11 AM- BHC in the Compliance Department

Commissioner Waugh at 12:00 PM- BHC in the Compliance Department

Commissioner Ure at 2:00 PM- Hightower Boca Raton, 150 East Palmetto Park Road, Suite 110, Boca Raton

Chairman Klein at 4:30 PM- BHCS Administration Office, 3000 Coral Hills Drive, Coral Springs

Wednesday 1-30-19

Commissioner Angier at 7:30 AM- BHC

1 in the Compliance Department

Thank you,

Patti

From: Newton, Scott Date: January 28, 2019 at 4:27:54 PM EST To: Alfaro, Patricia , [email protected] Cc: Beeler, Jonell , Dawkins, Michael Subject: Re: Meeting Schedule

On Jan 28, 2019, at 4:24 PM,Newton, Scott wrote:

Sent from my iPhone > So we can plan accordingly, can you provide the schedule for meetings with the Commissioners? Thank you

> Sent from my iPhone

NOTICE: This electronic mail transmission with any attachments may constitute an attorney-client communication, protected health information (PHI) or other confidential information that is in fact confidential, legally protected from disclosure and/or protected by the attorney-client privilege. If you are the intended recipient, please maintain confidentiality and be aware that forwarding this e-mail to others may result in a waiver of these protections and privileges and regardless electronic communications may be at times illegally accessed and viewed. If you are not the intended recipient, this e-mail is not intended for transmission to you, nor to be read, reviewed, used, distributed or even received by you or any other unauthorized persons. If you have received this electronic mail transmission in error, please double delete it from your system immediately without copying, reading or disseminating it, and notify the sender by reply e-mail, so that our address record can be corrected. Thank you very much. The mission of Broward Health is to provide quality health care to the people we serve and support the needs of all physicians and employees.

This message and any included attachments are intended for the sole use of the individual or entity to which it is addressed. This message may contain information that is confidential and protected by federal and state law. If you are not the intended recipient, you are hereby notified that any disclosure, copying, or distribution of this message is strictly prohibited. If you received this message in error, please immediately notify the sender by 2 reply e-mail with a copy to Privacy •,browardhealth.org and then delete the original message and its attachments without reading or saving the attachments in any manner.