Just say No – How Not to Cancel a Meeting – Part 3

DoAsISayIn “Just say No – How Not to Cancel a Meeting – Part 1” you learned that there were a number of initiatives underway to improve Broward Health’s services at the time David DiPietro, the Board Chair, seemingly orchestrated the ouster of Frank Nask followed by DiPietro’s apparently predetermined CEO choice and his wife’s fellow medical board member, Dr. Nabil El Sanadi as Broward Health’s new CEO.  See  “The Best Broward Health CEO contract politics can buy!”  and “Has the Office of Inspector General seen Dr. El Sanadi’s CEO Contract with Broward Health?”.   In Part 1, you also saw a remarkable  paranoia of organizational transparency in an email chain that is a troubling indicator of how Dr. El Sanadi ostensibly sees his new public responsibilities.

In “Just say No – How Not to Cancel a Meeting – Part 2” Dr. Nabil El Sanadi decided to abandon any direct or simple response to my request for a meeting and instead seemingly chose to communicate through his Corporate Counsel Mr. Horowitz a veiled warning not to question him and Dr. El Sanadi’s apparent paranoia deepens.   This resulted in my detailed response to the Board of Commissioners through its chairman David DiPietro (see part 2) and my request for public records which is where this post begins.

open-govt-cartoon1Public organizations like Broward Health must operate transparently under the sunshine in Florida and every document, every piece of paper, and every computer data file is available for review and duplication by the public unless exempted from disclosure.  Further, every vendor and/or sub-contractor to a public organization must similarly maintain and when requested, disclose their public documents relating to their agreements and contracts with a public entity.  The penalties for the failure to do so can be harsh and a personal liability.  Click here for “The Reporter’s Handbook – Sunshine and Public Records Laws” which has more information about public records in Florida.

Because Dr. El Sanadi refused to meet privately, the following public records request was promulgated to him personally. (Click here to download a copy of the Public Records Request to Dr. El Sanadi.)

February 17, 2015
Dr. Nabil El Sanadi
5100 N Ocean Blvd #518
Ft Lauderdale, FL 33308

Re: Public Records Request

Dear Dr. Sanadi,

This letter is a public records request pursuant to the Public Records Act, Florida Statutes, Section 119 to allow the inspection and copying of public records. This request is also made pursuant to Art. 1, s. 24(a), Fla. Const. which establishes a constitutional right of access to any public record made or received in connection with the official business of any public body, officer, or employee of the state, or persons acting on their behalf.

 YOU ARE CAUTIONED THAT THE FAILURE OF THE REQUESTEE TO FULLY COMPLY MAY RESULT, INTER ALIA, IN THE INSTITUTION OF LITIGATION, THE REQUEST FOR APPOINTMENT BY THE COURT OF AN INDEPENDENT REVIEW AND AN AWARD OF ATTORNEY’S FEES AND COSTS TO REQUESTOR’S LEGAL COUNSEL.

Section I. Subject of the Communications

The subject of the “communications” and/or “records”[1] are limited to those created since December 20th, 2014 and include, but not limited to, correspondence, letters, e-mails, memoranda, notes, text messages, documents of any nature, and facsimiles in your possession by and between any of the individuals identified below, and/or any third party not previously identified which pertains to, relates to, or mentions in any manner the following individuals and/or entities, or the matters identified below:

  1. Any “communications” and/or “records” related to the transition from the previous CEO to your administration including but not limited to the formation of committees, the addition or elimination of budgeted employee positions, and/or the reassignment of officers of Broward Health and its related entities.
  2. Any “communications” and/or “records” related to new or previously unoccupied medical directorships.
  3. Any “communications” and/or “records” related to recruitment of fellowship and/or internship positions at Broward Health or any of its entities.
  4. Any “communications” and/or “records” related to the relationship between Broward Health and Nova Southeastern University.
  5. Any “communications” and/or “records” related to the relationship between Broward Health and FIU.
  6. Any “communications” and/or “records” related to physician credentialing at Broward Health.
  7. Any “communications” and/or “records” related to the Broward County Sherriff’s office.
  8. Any “communications” and/or “records” related to the City of Sunrise, Florida.
  9. Any “communications” and/or “records” related to the City of Tamarac, Florida.
  10. Any “communications” and/or “records” related to the City of Fort Lauderdale, Florida.
  11. Any “communications” and/or “records” related to Dr. Stephen Scott and or the entity commonly referred to as “The Phoenix Group” and/or its successor company MCare who currently provides Emergency Management services to Broward Health.
  12. Any “communications” and/or “records” related to your calendar.
  13. Any “communications” and/or “records” related to your Broward Health cellular phone.
  14. Any “communications” and/or “records” related to your use of Broward Health vehicles, mileage, per diem and/or travel expenses.
  15. Any “communications” and/or “records” related to your outside Medical Director Agreements.
  16. Any “communications” and/or “records” related to your clinical work performed pursuant to section 6.4 of your Broward Health employment agreement.
  17. Any “communications” and/or “records” related to payments from you to the Children’s Diagnostic & Treatment Center.
  18. A copy of any contracts including attachments signed by you on behalf of Broward Health which have not been presented to the Board of Commissioners at a regularly scheduled Board meeting.
  19. Any “communications” and/or “records” by and between[2] you and any past or current Broward Health Board member.

Paragraph 6.3 of your employment agreement provides in part that you “agree[s] to refrain from any other service or employment which would restrict his ability to devote his full time to employment as President/CEO”.  Further your agreement allows you to be a board member of any organization that does not create a conflict prohibited by Chapter 112, Part III, Florida Statutes.   According to public corporate records, you are an officer and/or board member of the following active corporations:

  • South Florida Fire Rescue Medical Directors’ Association, LLC
  • N & L Services, Inc.
  • Total EMS, Inc.
  • El Sanadi Holdings, LLC
  • Green Harbor Company

To identify any potential conflicts with your obligations under Florida’s code of ethics for Public Officials, please provide the following “communications” and/or “records” for each entity wherein you were or are a current officer, partner, principal and/or employee after December 20th, 2014;

  1. Any “communications” and/or “records” between any of the entities identified above and Broward Health and/or any of its entities.
  2. Any “communications” and/or “records” which identify clients/members/customers of any of the entities identified above.
  3. Any “communications” and/or “records” which show income & expense & profit distributions for any of the entities identified above.
  4. Any “communications” and/or “records” which reference or concern services offered and/or the job description, duties and/or time commitments for you outside of your Broward Health duties, including but not limited to a copy of any contracts between any of the entities identified above and any third party.

If you have a requested public record but claim a privilege which protects you from providing it pursuant to this public records request, A LOG SHOULD BE PROVIDED IDENTIFYING THE SPECIFIC DOCUMENT/ COMMUNICATION BEING WITHHELD, AND THE LEGAL BASIS FOR THE CLAIMED PRIVILEGE. 

Please note that section 119.07(2)(a) of the Public Records Law provides that a person who has custody of a public record and who asserts that an exemption applies to a particular pubic record or part of such record shall delete or excise from the record only that portion of the record with respect to which an exemption has been asserted and validly applies, and such person shall produce the remainder of such record for inspection and examination.  This section further provides that if the person who has custody of a public record contends that the record or part of it is exempt from inspection, he shall state the basis of the exemption which he contends is applicable to the record, including the statutory citation to an exemption created or afforded by statute, and, if requested by the person seeking the right under this subsection to inspect, examine, or copy the record, he shall state in writing and with particularity the reasons for his conclusion that the record is exempt. 

It is hereby requested that you do state in writing both the statutory citation to any exemption which you claim applicable to any requested record and the specific reasons for a conclusion that the requested record is exempt. 

Also, please note that section 119.07(2)(C) prohibits the destruction of any of the requested records, including any which you claim are exempt, for a period of 30 days after the date on which you receive this written request.  If a civil action is instituted to enforce the Public Records Law with respect to the requested records within the 30-day period, you may not dispose of the records except by court order after notice to all affected parties. 

As a matter of Florida law, unless the nature or volume of public records to be inspected or copied requires “extensive” use of information technology resources or “extensive” clerical or supervisory assistance, the special service charge is not authorized. If authorized due to the nature or volume of a request, the special service charge should not be routinely imposed, but should reflect the information technology resources or labor costs actually incurred by the agency. AGO 90-07. And see, AGOs 92-38, 86-69 and 84-81.  Moreover, the statute mandates that the special service charge be “reasonable.” See, Carden v. Chief of Police, 696 So. 2d 772, 773 (Fla. 2d DCA 1996), stating that an “excessive charge” under s. 119.07(1)(b), F.S., “could well serve to inhibit the pursuit of rights conferred by the Public Records Act.” 

After inspection, I agree that I will compensate you for the actual cost of duplication of any of the records that I have requested.  If the nature or volume of the public records requested is such to require extensive use of information technology resources and/or extensive clerical and/or supervisory assistance by personnel of your office, I agree that I will compensate you for those costs that are reasonable as well, subject to the terms enumerated herein.  Before incurring any charges, please contact me and advise me of the actual cost basis of duplication and/or any necessary and reasonable staff research time.  

If these public records can be provided electronically, please email them to me.  Alternatively, kindly let me know when and where I may inspect them. 

I would appreciate confirmation that you have received this request and an estimated date of when I might receive and/or inspect the public records. Thank you in advance for your prompt consideration of my request. Please feel free to contact me if you have any questions.

Sincerely,
Dan Lewis

Zambia-FOI-cartoon-559x440Dr. El Sanadi’s response was again through legal counsel.  This time, however, a special law firm was hired for the ostensibly sole purpose of fulfilling Dr. El Sanadi’s personal statutory requirement to respond and comply with this public records request.

In the final post in this series, Just say No – How Not to Cancel a Meeting – Part 4” you will see Dr. El Sanadi’s incomplete response which appears to be a hypocritical attempt to outsmart the law and duck both the letter and the spirit of transparency in spite of his publicly proclaiming to be a devoted acolyte of “complete transparency”.   It is a post you won’t want to miss.

Notes:
[1]     The term “records(s)” as used herein shall mean “all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software (including e-mail), or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business by any agency.”  “Records” also includes originals, drafts, revisions and other non-identical copies (together with all attachments thereto).

[2] By and between means any and all “communications” in which the persons identified either initiated, received, or was copied in any manner on the communication.

Bumbling Inexperience of Dr. Nabil El Sanadi at Committee Meeting

It is difficult to judge the actions of the Broward Health Board due to the well-intentioned but bumbling inexperience of Dr. Nabil El Sanadi as CEO evidenced in the Board Finance Committee meeting yesterday (April 23, 2015) attended by all the Board Members.  This meeting was open to the public, but besides me and two others representing the public, the audience was populated by a gaggle of highly compensated Broward Health staffers who have no apparent purpose in attending and who probably should be at their desks working.

Having spent his life becoming an extraordinary clinician, Dr. El Sanadi’s medical prowess is not in dispute.  His inexperience as an administrator and his apparent lack of understanding of the dynamics of a public institution is ostensibly, on the other hand, painfully evident.

steps-for-the-incompetentTake, for example, three agenda items discussed at the finance committee with all Board members present; funding for Coral Springs expansion, approval of clinical trial management system, and the ever volatile discussion about Broward Health’s partnership with the Memorial System in the Florida Critical Care Network (FLCCN).  Each of these items provided Dr. El Sanadi an opportunity to demonstrate true leadership and understanding.  Instead, apparently, in a flurry of disingenuous “if I may” and “prospectively” interruptions of even his own staff presenters – he barely bumbled through, and often debated with his own staff.  (Imagine how much fun these meetings would be if each time he says “if I may” or “prospectively” one has to drink a shot of …!) . Let me briefly discuss each item in turn.

Funding For Coral Springs Expansion

Amidst a backdrop of possible catastrophic governmental changes in the way some health services are funded at Broward Health (thanks to the ever putative dysfunctional State Legislature and Governor) – Broward Health may need to restructure it’s 2015-2016 budget downward by 10% (about 100 million dollars).  Now, no one really thinks this will be necessary – but professional and prudent management must certainly allow for the possibility.  Now comes a request for close to 9 million dollars to expand the facilities at Broward Health Coral Springs(click here).  While the need was not in dispute (that is to say, no one disputed the request), and the savings by committing the funds now during currently approved construction activities as opposed to later was arguably evident – the commission quite rightly balked at committing additional funds given the legislative climate in Tallahassee.  Even though arguably these funds should have been authorized when the original expansion was approved, the impromptu compromise offered by Dr. El Sanadi  – without much apparent thought, was that the construction contracts could be structured in a manner where they could be cancelled in whole or in part.  Now no one knows if this is either possible or prudent, but it nevertheless became a condition of approval.  Dr. El Sanadi’s seeming failure to know about, predict or anticipate the Board’s sensitivity to the authorization of additional funding speaks volumes about his experience.  Especially since at least one Board member knows something about the availability of public bonds to fund necessary health care capital projects.  It is unfathomable and telling that Dr. El Sanadi appeared not to have included incremental or alternative funding strategies in the original staff presentation to the Board.

Approval of Clinical Trial Management System

ReadBlogDr. El Sanadi’s proposal to establish a top down corporate infrastructure for clinical trials (click here) throughout the Broward Health system was within his “wheelhouse” as a clinician, well thought out and well justified to medically serve the needs of our community.  But administratively, the details of the program seemed sloppy and the funding request was confusing at best.  The funding request was for over 1 million dollars for software to manage the program, but the proforma and the executive summary provided to the Board also referenced 23 additional FTE’s (full time employees (equivalent)).  One could see some members of the board mentally trying to calculate the cost for 23 additional (?) employees (23 * 50K = 1,150,000/per year).   So was the authorization for the million dollars for the software, and another million dollars for the new (?) employees, asked one Board Member.  “If I may”, “proactively” we will make that a budget issue said the CEO.  Apparently, not knowing what that meant, a Board member asked – “ok, so we’ll take that up in the Budget?”  “Yes” said the CEO.  Then the staff presenter said “We already have 21 FTE’s”.  “So we only need 2 more” a Board Member asked?  “If I may”, said the CEO.  “Proactively, we will want to have ….”  and the discussion ostensibly went into oblivion surrendering to – “the budget process” without resolution.

In a seeming coup de grâce for the CEO’s visibly suffering administrative incompetence, the chief financial officer added that the program might involve some additional liability for Broward Health – an issue that, based on the surprised look on Dr. El Sanadi’s face, was apparently not expected.  The issue, properly raised was that if a trial goes wrong with a patient, there is a legitimate question about who is responsible for the potential and expensive resulting medical bills; is it the pharmaceutical company, the insurance company, Broward health, or the tax payers.  It appeared that this issue should have been professionally addressed with a responsible discussion at the board level regarding policies, for example, the possibility of only allowing Broward residents to participate in clinical trials at Broward Health.   Instead,   “If I may” interjected the CEO to his senior staff: “Broward Health already does clinical trials……”, which did not seem to address the very real possibility of some serious liability exposure.

Broward Health and Memorial System’s Partnership
– South Florida Community Care Network (SFCCN)

Press1In what should be a bold first step in the partnership of the two public hospital systems for the benefit of Broward, the SFCCN is apparently being reduced to what one could describe as a sophomoric and vitriolic measurement of penile girth between the systems.  Most of the blame for this is purportedly on Broward Health and its inability to successfully address legitimate administrative issues through its senior staff, particularly Dr. El Sanadi, as adults.

The underlying controversy seems to be about the division of profits in the partnership enterprise, coupled with the referral of patients to one or the other hospital systems.  A minor issue relates to the status of partnership internal advisory committees and whether they are governed by sunshine laws.  Here, there seems to be a difference of opinion among the attorneys advising the partnership and the members, which seemingly could be easily resolved by Broward Health asking for an opinion from the Attorney General (as opposed to the partnership asking for an opinion).

One would think that the revenue issue could be resolved simply through the mandatory public audit system, but Broward Health’s CFO, who is the chair of the partnership entity’s finance committee says no.  In my experience with both Broward County and School Board audits, one simply adds the issue to the auditor’s scope and the matter is investigated and independently reported upon.  Clearly, the members of the partnership (the CEO’s of Broward Health and the Memorial System) could agree to add that matter to the audit scope and thereby resolve the financial dispute.

As to the referral issue, the members could similarly agree on a specific policy relating to referrals to the appropriate medical facility closest to the patient with the need.  Certainly, this can also be audited by a third party at the direction of the members.  Instead, because of the apparent sophomoric distrust and seemingly complete lack of vision on the part Dr. El Sanadi and some members of the Broward Health Board, their solution seemingly is to change the governance of the partnership in a manner that would always benefit one partner at the expense of the other.  So strong is the appearance of distrust that Broward Health ostensibly even wants to fire the existing manager of the partnership even though the partnership has become a 100 million dollar business in just over 1 year producing reasonable profits to both systems while providing important health care services to Broward County.  Broward Health’s conduct in this partnership appears to be an embarrassment of inexperience under Dr. El Sanadi, a disservice to Broward Health and Broward County, and threatens this very important joint initiative.

ThinkOutOfBoxOne cannot help but wonder how much damage Dr. El Sanadi will do to Broward Health while he learns his job.   One lesson he needs to learn sooner than later is that criticism goes with the job, is not personal, but is in the public interest and for the public purpose.  Furthermore, It appears that he and his Board all need to learn that transparency is not just a word.
(Personal disclaimer: -the quotes herein are NOT VERBATIM but are based on my recollections, notes and impressions of the discussions). 

Just say No – How Not to Cancel a Meeting – Part 2

In “Just say No – How Not to Cancel a Meeting – Part 1” you learned that there were a number of initiatives underway to improve Broward Health’s services at the time David DiPietro, the Board Chair, seemingly orchestrated the ouster of Frank Nask followed by DiPietro’s apparently predetermined CEO choice and his wife’s fellow medical board member, Dr. Nabil El Sanadi as Broward Health’s new CEO.  See  “The Best Broward Health CEO contract politics can buy!”   and “Has the Office of Inspector General seen Dr. El Sanadi’s CEO Contract with Broward Health?”.   In Part 1, you also saw a remarkable paranoia of organizational transparency in an email chain that is a troubling indicator of how Dr. El Sanadi ostensibly sees his new public responsibilities.

The Saga Continues

After Dr. El Sanadi unilaterally cancelled a planned conference call without explanation,  it appears that he directed Broward Health’s corporate attorney to send me the following correspondence:NotQuiteAsAdvertised

From: Jacob G. Horowitz
Sent: Tuesday, February 10, 2015 5:09 PM
To: Dan Lewis
Cc: ‘nelsanadi@browardhealth.org’ (nelsanadi@browardhealth.org); Sam Goren
Subject: Broward Health

Good afternoon. Attached please find a correspondence from the Broward Health General Counsel’s Office in response to your recent inquiry to Dr. El Sanadi.

Thank you.
Jacob G. Horowitz
GOREN, CHEROF, DOODY & EZROL, P.A.

The following letter was attached to the Mr. Horowitz’s email.

Horowitz_Page_1

Horowitz_Page_2As is my custom, I acknowledged receipt of the letter by email:

From: Dan Lewis
Sent: Tuesday, February 10, 2015 6:19 PM
To: ‘Jacob G. Horowitz’
Cc: ”nelsanadi@browardhealth.org’ (nelsanadi@browardhealth.org)’; ‘Sam Goren’; ‘David Di Pietro’
Subject: RE: Broward Health

Mr. Horowitz,

I am in receipt of your remarkable and disappointing “General Counsel’s Office” correspondence.  Certainly it calls for an equally remarkable response, which will be forth coming.

It seems to me that it may be a good time for a very public debate.

Let the sun shine in!

Best.
Dan Lewis

right to knowA few days later, I replied to Mr. Horowitz’s correspondence with my letter to Board Chair, David DiPietro (whom I felt responsible for this putative mess) and copied the entire Broward Health Board of Commissioners.

February 17, 2015

Mr. David Di Pietro,
North Broward Hospital District
Board of Commissioners
District 6 – At Large

Dear Mr. Di Pietro,

I have taken a few days to digest the district’s February 10th corporate counsel’s letter to me on behalf of Dr. El Sanadi in which you were copied. The letter was initially both infuriating and disappointing, then over time, just sad.

Some context

For the past three years I have attended virtually all of your open committee and Board meetings with the singular purpose of helping the system become the finest public hospital system in the country. This purpose emanated from a commitment I made after nearly losing my daughter to a rare medical syndrome and the systemic incompetence of both the emergency and ICU services at Broward Health. Instead of litigating these failures, I committed

to use my abilities and resources to be part of an effort to help the system leave its colorful past behind and improve the quality of health services it provides to the public it serves.

During this time, it should be noted that I have met with you, both past and current Board members, numerous senior staff, and most of the elected officials representing the city, county and state interests within the District boundaries multiple times on an evolving agenda focused on making the District one of the finest public hospital systems in the country. I have used my experience spanning over 30 years as a former elected official, past chair of multiple School Board advisory committees, past chair of the Growth Management Advisory Committee, the Management & Efficiency Study Committee and the past chair of both the Fort Lauderdale Charter review committee and Broward County Charter Review Committees.

Requested meeting

Imagine my surprise at receiving your Corporate Counsel’s letter which was in response to a simple request to meet with your new CEO. You will recall that you promised to facilitate this meeting which was first requested in December shortly after Dr. El Sanadi was appointed. In fact, Dr. El Sanadi himself promised to meet with me in March at a previous Board meeting.  So what happened?

First was my public objection to the Board’s position relating to the SFCCN, followed by my attendance at the SFCCN board meeting. At the SFCCN Board meeting, I spoke on the issue of public meetings, the impact of sunshine committees and public records in a misunderstood effort to help the District.

Then, following Dr. El Sanadi’s instructions – earlier this month, I called Mrs. Wing to set a time for a private meeting.  I was asked to propose a topic and agenda for this meeting which I did from my working notes. This resulted in a remarkable recorded message from Dr. El Sanadi which in raw terms foreshadowed your Corporate Counsel’s letter to me.

My proposed agenda“My purpose, and intent in meeting with you is to afford both of us the opportunity to get to know each other in a frank and useful exchange of ideas.  This exchange will help me understand the extent with which I will be able to work with him to fulfill what I hope is a shared commitment for excellence.Informal Agenda:

  1. Incomplete initiatives:
    1. Intensivist program
    2. Centralized credentialing
    3. Centralized EMR & CPOE training
    4. Multi-level alliance w/ the Memorial System for Health Care services to all public employees in the county including:
      1. County government
      2. Constitutional Officers
      3. Municipalities
      4. Taxing Districts
      5. Non Profits
      6. Unions
  2. Procurement Policy
  3. Board Liaison Position
  4. Broward Health as a Teaching & Research Hospital
  5. Internships
  6. The Nova strategy as extended to FIU
  7. The Ambassador’s Program
  8. Tri-County Physician Marketing
  9. Board Policies:
    1. Eliminate committees, conduct all business at meetings;
    2. All board questions through CEO to staff
    3. Audit Reports, like management reports, provided to staff for response before going to Board.
    4. Executive Officer liaison to Board to review all agenda items with individual board members prior to Board meetings.
    5. New procurement code.
    6. New policy on agenda items e.g. who can place items on the agenda, timelines for agenda items, etc..  All board members must be allowed to place items on the agenda.  Agenda items must be moved and seconded before discussion and motions.
  10. FLCCN

I hope that this agenda is sufficient for you to find time in your busy schedule to meet with me. I too have a busy schedule, but I will make the time to meet with you when it is convenient for you.”

Corporate Counsel’s Letter

“Strategic planning” as defined by Section 395.3035 F.S. and as applied is overly broad and in my opinion is being used to shield the District and Administration from important public oversight. While there is certainly instances where confidentiality is necessary, in most cases it is not.  This “behind closed door” mentality is significantly responsible for the misconduct of the past which is and has been the subject of numerous state and federal investigations into the District dealings.  For the Corporate Counsel to opine that “it would not be legally appropriate for Dr. El Sanadi” to discuss the matters on my proposed agenda is absurd and overly broad. Certainly a CEO of one to the nation’s largest public hospital system knows enough not to disclose sensitive or confidential information in the course of normal conversations. Persisting in this untenable position would beg judicial intervention and interpretation, and perhaps that would be a good thing.

Further, in what can only be taken as a threat on the basis of an intentional misinterpretation that I am a lobbyist, or that the Boards internal lobbying policy in anyway applies to me or my requested meeting.  The comment “We recognize that the policy may not apply to your current request” is akin to the admonition “with no disrespect” immediately followed by disrespect. It is what it is, it says what it says.

At this point, I am not convinced that Dr. El Sanadi shares my commitment, or has the ability to make Broward health the finest health care system in the country. From what I have seen thus far, he seems remarkable unprepared for such an effort.

Going forward

I believe that any meeting with Dr. El Sanadi would be unproductive at this point.  Instead, I will be making some comprehensive requests to Dr. El Sanadi pursuant to Art. 1, s. 24(a), Fla. Const. which establishes a constitutional right of access to any public record made or received in connection with the official business of any public body, officer, or employee of the state, or persons acting on his behalf.

In addition, shortly, you and some of your other Board Members will receive a comprehensive public records request from me on any correspondence, documents, and records you have or have received roughly consistent with the topics on my agenda above. Regrettably, because of the apparent secrecy in which your new CEO choses to operate, some of my 119 requests will be somewhat broader than the agenda.  (You will recall the requirement to respond to these requests are not only the responsibility of the organization, but also a personal obligations of holding office.)

I am doing my best not to prematurely draw conclusions from what I have seen and heard about the irresponsible damage being done to the Broward Health organization by what appears to be at best a well-intentioned but completely unprepared and inexperienced CEO.  I hope my fears are unjustified and that the records I will be requesting will show a very different picture. If my fears are justified then you should be very concerned.

Sincerely,
Dan Lewis

After I sent my letter, I had an opportunity to attend the February Board of Commissioner’s meeting.  Three commissioners came up to me, acknowledged my letter and asked that they be kept in the loop.  This was in stark contrast to the throng of staff members, who regularly attend board meetings for no apparent reason, uncharacteristically distancing themselves from me (likely for fear of being seen with me by Dr. El Sanadi). A sad expression of understandable organizational fear.

BeingWrong

Part 3 of this series “Just say No – How Not to Cancel a Meeting “ will focus on the public records request to Dr. El Sanadi and his curious response.  Stay tuned!

Just say No – How Not to Cancel a Meeting – Part 1

The Promise

December 20th, 2014 was Dr. Nabil El Sanadi’s first day as Broward Health’s new CEO.  Previous to his first day, I had been promised time to visit with Dr. El Sanadi by Dr. El Sanadi himself as well as members of his Board of Commissioners.  This promise was the result of four years of interaction between current and previous board members and senior staff on a number of initiatives with which there was both broad and strong support.  I was worried that, with the transition to a new CEO, some – if not all, the momentum for these initiatives would be lost.

I also wanted to take the measure of this new CEO, to look him in the eye and get a sense of his commitment to the public he was now to serve and to share with him some of the public efforts that had preceded his appointment.  I had been told that administratively, he was all smoke and no fire – I didn’t want to believe it at the time.

No Obligation

While there was no obligation for Dr. El Sanadi to meet with me as a member of the public, I do have a 30+ year history of civic activism and governmental public policy advisory experience, and I am a current member of the Broward County Health Planning Council.  And they promised.

illusion_of_progress

A Pocket of Excellence

At this point I need to introduce you to a truly magnificent lady who is a consummate professional.  A lady who has served a number of Broward Health CEO’s with both dignity and class.  That lady is Maryanne Wing and you will see her name in the emails below.  Apparently because of Dr. El Sanadi’s discomfort with technology, in particular emails, Ms. Wing has been given the responsibility to receive and on direction, respond to communications directed at Dr. El Sanadi.  This is not entirely uncommon and in public enterprises is normally used to preserve correspondence to and from the CEO as a public record.

Here’s what happened when I emailed Dr. El Sanadi’s office for an appointment, through Maryanne Wing.

From: Dan Lewis
Sent: Thursday, January 29, 2015 4:35 PM
To: Wing, Maryanne
Cc: ‘David Di Pietro’
Subject: Appointment with Dr. El Sanadi

Good afternoon Maryanne,Please let me know when it would be convenient for me to meet with Dr. El Sanadi on a variety of matters.  I would estimate that we will need an hour.Thank you.
Dan Lewis

From: Wing, Maryanne
Sent: Saturday, January 31, 2015 12:41 PM
To: Dan Lewis
Subject: RE: Appointment with Dr. El Sanadi

Mr. Lewis,

Can you please let me know what is the purpose, intent and the agenda for your requested meeting.

Nabil El Sanadi MD

From: Dan Lewis
Sent: Monday, February 2, 2015 10:09 AM
To: ‘Wing, Maryanne’
Cc: ‘David Di Pietro’

Subject: RE: Appointment with Dr. El Sanadi

Dr. El Sanadi,

Purpose, intent & agenda;

For reasons we can discuss, I have made a commitment to help make Broward Health the finest public health care system in the country.  Broward Health is a system with pockets of excellence and layers of incompetence.  To effectively meet the challenges of the organization, it must find bold and inventive strategies to grow its pockets of excellence and melt away its layers of incompetence. These strategies must be both internal and external to the organization and administrative and political in their nature.

My purpose, and intent in meeting with you is to afford both of us the opportunity to get to know each other in a frank and useful exchange of ideas.  This exchange will help me understand the extent with which I will be able to work with him to fulfill what I hope is a shared commitment for excellence.

Informal Agenda:

  1. Incomplete initiatives:
    1. Intensivist program
    2. Centralized credentialing
    3. Centralized EMR & CPOE training
    4. Multi-level alliance w/ the Memorial System for Health Care services to all public employees in the county including:
      1. County government
      2. Constitutional Officers
      3. Municipalities
      4. Taxing Districts
      5. Non Profits
      6. Unions
  2. Procurement Policy
  3. Board Liaison Position
  4. Broward Health as a Teaching & Research Hospital
  5. Internships
  6. The Nova strategy as extended to FIU
  7. The Ambassador’s Program
  8. Tri-County Physician Marketing
  9. Board Policies:
    1. Eliminate committees, conduct all business at meetings;
    2. All board questions through CEO to staff
    3. Audit Reports, like management reports, provided to staff for response before going to Board.
    4. Executive Officer liaison to Board to review all agenda items with individual board members prior to Board meetings.
    5. New procurement code.
    6. New policy on agenda items e.g. who can place items on the agenda, timelines for agenda items, etc..  All board members must be allowed to place items on the agenda.  Agenda items must be moved and seconded before discussion and motions.
  10. FLCCN

I hope that this agenda is sufficient for you to find time in your busy schedule to meet with me.  I too have a busy schedule, but I will make the time to meet with you when it is convenient for you.

Dan Lewis

The Phone Message

It is said that character is what you do when you think no one is looking.  After I sent my requested informal agenda to Dr. Sanadi, I received a remarkable phone message.  Listen to it here.

After I returned his call and left a message, I received a phone conference invitation below.  It was for Dr. El Sanadi plus unknown additional participants and me:

From: Wing, Maryanne
Sent: Monday, February 2, 2015 11:39 AM
To: Dan Lewis
Subject: Conference Call with Dan Lewis and Dr. El Sanadi

When: Wednesday, February 4, 2015 9:15 AM-9:45 AM (UTC-05:00) Eastern Time (US & Canada).
Where: 1-800-508-6095 passcode 7685335 moderator code 2836893

To resolve my confusion from Dr. El Sanadi’s curious response to my simple request for a convenient meeting time, I sent the following email.

From: Dan Lewis
Sent: Monday, February 2, 2015 10:09 AM
To: ‘Wing, Maryanne’
Cc: ‘David Di Pietro’
Subject: RE: Conference Call with Dan Lewis and Dr. El Sanadi

Good afternoon Maryanne,This morning, almost immediately after I sent my requested meeting purpose and proposed agenda, I received a curious voice message from Dr. Sanadi, and immediately returned his call.  He was not available so I left word that I returned his call.  Now you send me a notice of a conference call.

While I am delighted to be invited to participate in a conference call with Dr. El Sanadi – I am confused.  Is this call instead of my requested individual and private meeting with Dr. El Sanidi?

Therefore, could you please send me the agenda, and a list of the participants who will be on this call before I confirm my attendance?

As always, thank you!
Dan Lewis

Although I was out of the office at the time the conference call was to take place, I nevertheless excused myself from my meeting and signed on to the call anyway.  After waiting a few minutes, I signed off the call only to later find out that the call had been unilaterally canceled an hour before by Dr. El Sanadi.  What?

How hard is it to just say no?

In “Just say No – How Not to Cancel a Meeting – Part 2”  I received an ostensibly threatening letter from Broward Health’s corporate counsel just for asking for a convenient time for a promised meeting.  Look for Part 2 on Wednesday, April 22nd.

Has the Office of Inspector General seen Dr. El Sanadi’s CEO Contract with Broward Health?

“Oh what a tangled web we weave when first we practice to deceive.” – Sir Walter Scott

According to the Broward Health’s contract with Dr. El Sanadi as CEO, Broward Health recognizes him administratively as CEO, as a physician who works in the Emergency Room (4 hours per week), and as a Medical Director for the Cities of Fort Lauderdale, Sunrise, Tamarac and the Broward Sheriff’s Office.

Also according to Dr. El Sanadi’s contract, he will receive a substantial bonus based on the financial performance of Broward Health.

As a physician who works in the Emergency Room, he has the opportunity and sometimes the responsibility to admit a patient to inpatient or outpatient status with the hospital.  This is a referral to a health system with which he has a financial arrangement.

As the Medical Director for the cities and Broward Sheriff’s Office (BSO) – he is the physician for their EMS activities that can deliver patients to a variety of hospitals for emergency, inpatient and outpatient services.  This can result in a referral to a health system with which he has a financial arrangement.

Not referenced in Dr. El Sanadi’s contract, are his on-going businesses:

  • South Florida Fire Rescue Medical Directors’ Association, LLC
  • N & L Services, Inc.
  • Total EMS, Inc.
  • El Sanadi Holdings, LLC
  • Green Harbor Company

nobody_tells_meDepending on the business activities of his on-going businesses, they might also refer patients to a health system with which Dr. El Sanadi has a financial arrangement.  The nature of the activities for Dr. El Sanadi’s businesses is unknown not only because of the Board’s seemingly abject failure to adequately negotiate Dr. El Sanadi’s contract and protect the public, but also because of Dr. El Sanadi’s apparent failure to be forthcoming with the information.  After a public records request was made for this information, Broward Health’s attorneys asserted that information about Dr. El Sanadi’s ongoing businesses is not public, and therefore related documents are not public records. See the public records request here.  See Dr. El Sanadi’s  (through Broward Health’s attorney) response to the public records request here.  See Dr. El Sanadi’s asserted exemption log  here.

As is generally known, the Office of the Inspector General (OIG) has been investigating Broward Health for some time, and is in the process of finalizing a settlement with the Hospital System all about STARK federal anti-kickback law violations.  The Stark Act is implicated when a hospital or health system has a financial arrangement, which can be either an ownership or compensation arrangement, with a referring physician.  Fines to Broward Health as a result of this investigation are rumored to be in the 10’s of millions of dollars that we Taxpayers will have to pay.  If so, this is money that will not be spent for Broward County’s Health care needs.  A copy of the draft OIG settlement agreement is here.

It is surprising then that the Broward Health Board would enter into a contract, which on its face seems to create STARK violations.  Certainly few could argue that the actual terms of Dr. El Sanadi’s contract with Broward Health, at the very least, create the opportunities for STARK violations.

What is even more egregious is section 6.3 of Dr. El Sanadi’s contract with Broward Health that essentially says that even if his outside financial arrangements are somehow not ethical, not lawful, and/or not permitted that “the parties agree to negotiate in good faith to secure a compliant alternative that provides for EL SANADI’S continued functioning in a medical director capacity during the term of the Agreement.”  See Dr. El Sanadi’s Broward Health full contract here. (A future Post will get into the public records request, and its responses.  Stay tuned.)

It is a public disservice when an important contract with wide ranging implications is negotiated by a politically appointed board member with little or no previous experience in negotiating contracts that affect the taxpayers, and a public institution – created, and paid for by public money –who hides behind words like “strategic planning” and “Trade secrets” to shield them from public oversight.  See my article “The Best Broward Health CEO contract politics can buy!”.

trust

Dr. El Sanadi needs to decide whether he will be a practicing physician and medical director or Broward Health’s CEO.  Ostensibly, to do both is to do both jobs poorly, and puts the public at risk for additional STARK violations.  The Broward Health Board Board of Commissioners, particularly it’s current chairman David Di Pietro and Governor Scott will be held responsible for the irresponsible actions of this politically appointed board.

 “Oh what a tangled web we weave when first we practice to deceive.” – Sir Walter Scott

The Best Broward Health CEO contract politics can buy!

dejaVuThere is little doubt that Dr. Nabil El Sanadi is as ambitious as any Wall Street wolf.  Taking the political route for career advancement, it is believed that Dr. Nabil El Sanadi and his wife Lori have given tens of thousands of dollars in contributions to secure his very lucrative political appointments as “Medical Director” to Broward Sheriff’s Office, the City of Sunrise, the City of Tamarac and the City of Fort Lauderdale as Medical Director[i] and appointment to the State of Florida Medical Board where he serves as its current chair.  It has been estimated that these contracts pay Dr. El Sanadi over $300,000.00 in additional taxpayer funds while he receives his $675,000.00 (plus benefits) Broward Health “full-time” CEO pay.  It is noteworthy that the wife of David Di Pietro who is currently under consideration for a gubernatorial judicial appointment in Broward was also previously appointed to the Florida Medical Board in September 2012 and serves closely with Dr. El Sanadi prior to his CEO appointment.  This reputed close relationship between the Di Pietro’s and El Sanadi continues through today. Recall that David Di Pietro is the current chair of Broward Health and the alleged puppeteer behind El Sanadi’s CEO appointment as well as one of Governor Scott’s political fundraisers. Coincidence?

Based on public political contribution records, here’s how generous Dr. El Sanadi has been to his republican benefactors:

Tens of Thousands of Dollars

More detailed contribution report:

Detailed Conributions

But Dr. El Sanadi is not only an “emergency medicine” physician, he is also somewhat of a business conglomerate prior to becoming Broward Health’s CEO in that he and his wife either jointly or severally own and control a number of businesses including (according to SunBiz – http://www.sunbiz.com):

  • Shhhh its a secret
    Shhhh…. It’s a secret.

    South Florida Fire Rescue Medical Directors’ Association, LLC

  • N & L Services, Inc.
  • Total EMS, Inc.
  • El Sanadi Holdings, LLC
  • Green Harbor Company

It is also widely believed that David Di Pietro not only force the resignation of Frank Nask, Broward Health’s previous CEO, but also through his fund raising relationship with the Governor, packed the Broward Health board with political appointees and created a sham CEO search process to guarantee El Sanadi’s appointment as CEO of Broward Health.  What is unknown is the extent that Governor Scott played in El Sanadi’s selection as CEO and if so, what if anything was offered as a quid pro quo.

What is curious is that the script that the Governor used to unilaterally replace the state director of corrections in 2014 that drew so much public fire and the script Di Pietro used to appoint El Sanadi are remarkable similar.  See the Sun-Sentinel Editorial here. (I’m reminded that just because you are paranoid, it doesn’t mean you are wrong!)

This story continues with the contract negotiation between Broward Health and Dr. El Sanadi.  The negotiation responsibility fell to Di Pietro’s Board confidant and fellow political appointment David Nieland or as he is affectionately called “Country”.   You will recall that David Nieland was the Homeland investigator who implicated the Obama White House intern in the Secret Service prostitute scandal thereby becoming a darling of the Republican Party.   Allegedly,Nieland was also later implicated in his own prostitute scandal right here in Broward when he was ensnared in a BSO sting operation as a “John”.  Reportedly, Nieland said he was “undercover” in an “investigation” that later turned out not to be true and the matter was dropped through the efforts of political insiders. Mayo: Should hospital commissioner step down after prostitution reports?, Washington Post: Investigator of Secret Service prostitution scandal also linked to prostitutionNY Post: Investigator for Secret Service hjooker scandal quits after paying for sex

The Nieland Broward Health contract with Dr. El Sanadi can be found here)

The contract between Broward Health and Dr. Nabil El Sanadi makes El Sanadi a public official and his duties as CEO creates a fiduciary responsibility to the public.  He is bound by the State ethics, financial reporting, and other state requirements that are common to all public officials in Florida.  Following are some notable excerpts of his contract about which we should all be concerned:

Salary

“4.1 In consideration for his service as President/CEO the DISTRICT agrees to pay EL SANADI a salary of Six Hundred Seventy Five Thousand and 00100 Dollars $67500000 per annum or such higher figure as shall be determined by the Board of Commissioners at an annual review of his compensation and performance by the Board as provided in Article 5 or at such other times as determined by the Board of Commissioners”

Full-Time?

(Summary:  El Sanadi gets $675,000.00 for full time as CEO, and also seemingly works for the Broward Sheriff’s Office, the City of Sunrise, the City of Tamarac and the City of Fort Lauderdale as Medical Director making an unknown amount of money in competition to Broward Health and as a physician – with some unknown amount of the ‘outside’ income to be voluntarily paid to the Children’s Diagnostic Treatment Center. Talk about triple dipping potential on the taxpayers!)

“6.1 EL SANADI will render full time professional services to the DISTRICT in the capacity of President/Chief Executive Officer of the DISTRICT and any of its subsidiaries He will at all times faithfully industriously and to tie best of his ability perform all duties that may be required of him by virtue of his position as President/CEO and all duties set forth in law the DISTRICT Charter DISTRICT bylaws and in policy statements of the Board of Commissioners as may be created or amended from time to time It is  understood that these duties shall be substantially the same as those of a chief executive officer of a business corporation.”

Compete with Broward Health

“6.3 Except as provided herein with respect to existing Medical Director Agreements with the Broward Sheriff’s Office the City of Sunrise the City of Tamarac and the City of Fort Lauderdale Medical Director Agreements EL SANADI agrees to refrain from any other service or employment which would restrict his ability to devote his full time to employment as President/CEO to faithfully perform the duties and work of the Office of President/CEO and at all times to work in the interest and furtherance of the general business of the Charter of the DISTRICT EL SANADI shall be permitted to perform services required pursuant to the Medical Director Agreements up to a maximum of sixteen 16 hours per calendar month for the term of this Agreement Upon the expiration of each Medical Director Agreement EL SANADI shall be permitted to renew the Medical Director Agreements subject to the consent of the Board Commissioners of the DISTRICT such consent shall not be unreasonably Withheld In the event it becomes necessary to seek an informal opinion from the Florida Attorney General regarding the ability of EL SANADI to continue providing services pursuant to the Medical Director Agreements the DISTRICTs General Counsel shall make such a request to confirm that the Medical Director Agreements do not create a conflict for EL SANADI as prohibited by Chapter 112 Part III Florida Statutes Florida’s Code of Ethics for Public Officials If there is a conflict the parties agree to negotiate in good faith to secure a compliant alternative that provides for EL SANADI’S continued functioning in a medical director capacity during the term of the Agreement.  EL SANADI covenants and agrees to voluntarily contribute a portion of the income derived from the above referenced Medical Director Agreements on an annual basis to Broward Health with a specific destination to be the Children’s Diagnostic Treatment Center a direct support organization of Broward Health Further on request EL SANADI shall provide evidence of such contribution in writing.” 

Clinical Services

“6.4 EL SANADI shall be authorized to provide clinical services to the DISTRICT up to four 4 hours per week subject to the consent of the Board of Commissioners of the DISTRICT reviewed during the annual evaluation period such consent shall not be unreasonably withheld and shall be supportive of EL SANADI in maintenance of his specialty Board certification.  Any and all income derived by EL SANADI for clinical work performed hereunder shall be paid voluntarily and directly to Broward Health with an ultimate destination of all funds to be provided to the Children’s Diagnostic Treatment Center.” 

El Sanadi’s contributions to the Children’s Diagnostic Treatment Center so far:  2/4/15 – $930.00.

When the Nieland Broward Health contract with Dr. El Sanadi was approved by BrowardTheManOutside Health board, El Sanadi said “Nieland was a tough negotiator”.  What? Was El Sanadi serious or simply deflecting?  You decide.

What is not generally known is that previous to the appointment of El Sanadi as CEO of Broward Health is that there was an initiative from the previous CEO Frank Nask to offer medical directorship services to all municipalities and governmental entities within the North Broward Hospital District as a free service of Broward Health which would make the El Sanadi medical directorship agreements a direct as opposed to indirect competitor to the public interests of Broward Health.  It is not surprising that this initiative under El Sanadi can’t be found.

Essentially, this contract “negotiated” by “Country” David Nieland makes a mockery of the independence and fiduciary responsibilities of the Broward Health CEO where almost anything in the health care sector in Broward is in tacit competition with the public interests of Broward Health.  That is, apparently, unless you are part of the Governor’s republican fund-raising apparatus.

In a future post, the El Sanadi, Coventry, Phoenix Emergency Services, and the BSO incestuous relationship of insider double dealings will be examined.  My working title is “Bend Over and Smile – Broward style”.

 

[i] In order for Firefighter/EMS units to be allowed to perform certain medical protocols as non-physicians, the department needs to have a certifying physician a.k.a. “Medical Director” under contract.  Both the contract time requirements and demands for the Physician is limited so these very profitable contracts are highly competitive and political charged.